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U-TECH — Audit Report / Information 2026
May 14, 2026
52282_rns_2026-05-14_503d9a9f-720a-4a17-b2b2-49d7098a7220.pdf
Audit Report / Information
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English Translation of Financial Statements and a Report Originally Issued in Chinese
3050
U-TECH MEDIA CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
WITH INDEPENDENT AUDITORS' REPORT
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
Address: No. 222, Huaya 2nd Road, Guishan District, Taoyuan City 333411, Taiwan (R.O.C.)
Telephone: (03) 396-1111
Notice to Readers
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. Management Representation Letter | 3 |
| 4. Independent Auditors’ Report | 4-8 |
| 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 the Consolidated Financial Statements | |
| (1) History and Organization | 14 |
| (2) Date and Procedure of Authorization of Financial Statements for Issue | 14 |
| (3) Newly Issued or Revised Standards and Interpretations | 14-19 |
| (4) Summary of Material Accounting Policies | 19-46 |
| (5) Significant Accounting Judgements, Estimates and Assumptions | 47 |
| (6) Contents of Significant Accounts | 48-86 |
| (7) Related Party Transactions | 86-92 |
| (8) Assets Pledged as Security | 93 |
| (9) Commitments and Contingencies | 93-94 |
| (10) Losses Due to Major Disasters | 94 |
| (11) Significant Subsequent Events | 94 |
| (12) Others | 94-107 |
| (13) Notes for Disclosures | |
| A. Information Related to Significant Transactions | 107、112-113 |
| B. Information on Investees | 107、114-115 |
| C. Information on Investments in Mainland China | 107 |
| (14) Segment Information | 107 |
English Translation of the Representation Letter Originally Issued in Chinese
MANAGEMENT REPRESENTATION LETTER
The companies that are required to be included in the combined financial statements of U-Tech Media Corporation as of and for the year ended December 31, 2025, under the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standards No.10 "Consolidated Financial Statements". In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, U-Tech Media Corporation and Subsidiaries do not prepare a separate set of combined financial statements.
Very truly yours,
U-Tech Media Corporation
By
Yang, Wei- Fen
Chairman
March 6, 2026
English Translation of a Report Originally Issued in Chinese
Independent Auditors' Report
To U-Tech Media Corporation:
Audit Opinion
We have audited the accompanying consolidated balance sheets of U-Tech Media Corporation (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 material accounting policies (together "the consolidated financial statements").
In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter - Making Reference to the Audits of Component Auditors section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial positions 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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the 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. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of consolidated financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
5
Revenue Recognition
The main source of revenue of the Company and its subsidiaries are the sales of pre-recorded optical discs, the provision of food and beverages services and electricity, which amounted to $1,261,680 thousand for the year ended December 31, 2025. Because of the characteristics of the market industry and the needs of customers, different types of transaction conditions are involved. Therefore, we need to judge and determine the performance obligations and the point at which they are satisfied, so the recognition of contract revenue is determined to be a key audit matter.
Our audit procedures included (but were not limited to) evaluating the appropriateness of management's accounting policies for revenue recognition and perform transaction flow understanding of the revenue recognition process for identified performance obligations; evaluating and testing the effectiveness of the design and implementation of internal controls related to the timing of revenue recognition for performance obligations; performing analytical procedures on selling price, sales volume, cost and gross margin for each product category, and perform analytical procedures for the top ten sales vendors and customers; performing test of details of transaction on selected samples and reviewing the transaction terms in the orders and related sales documents to confirm the appropriateness of the timing of revenue recognition when performance obligations are satisfied; performing revenue cutoff testing and verifies the related certificates for a period before and after the balance sheet date to determine the appropriate period for revenue recognition; performing general journal entry testing.
We have also evaluated the appropriateness of related disclosure in Notes 4 and 6 to the consolidated financial statements.
Allowance for Accounts Receivable
The accounts receivable of the Company and its subsidiaries as of December 31, 2025 amounted to $123,521 thousand, and had a significant impact on the consolidated financial statements. Since the amount of allowance for accounts receivable is measured by the lifetime expected credit losses, the measurement process shall appropriately distinguish groups of accounts receivable, and judge and analyze the application of related assumptions in the measurement process, including the consideration of appropriate account aging interval, loss rate of each account aging interval and its forward-looking information. As the measurement of expected credit loss involves making judgment, analysis and estimates, and the result will affect the net accounts receivable, we therefore considered this a key audit matter. Our audit procedures included (but were not limited to) confirming whether customer groups with significantly different loss patterns are appropriately grouped; checking the management's evaluation procedure of loss allowance, and randomly selecting delivery orders to check against the account receivable aging schedule to verify the correctness of the account receivable aging interval while performing the internal control review; and testing the preparation matrix, including evaluating whether the determination of each group's aging interval was reasonable and checking the correctness of the original voucher based on the basic information; testing the relevant statistical information of loss rate calculated by roll rate; considering the reasonableness of the forward-looking information included in the loss rate evaluation; evaluating whether the forward-looking information affected the loss rate; in addition, analytical procedure review was performed to evaluate whether there were material abnormality between the comparative changes of the turnover rate for two periods of the accounts receivable. reviewing the subsequent period collection of receivables with respect to clients with higher accounts receivable at end of period and assessing the recoverability of accounts receivable. We have also evaluated the appropriateness of related disclosure in Notes 5, 6 and 12 to the consolidated financial statements.
6
Other Matter - Making Reference to the Audits of Component Auditors
We did not audit the financial statements of certain associates accounted for under the equity method. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the audit reports of other auditors. These associates under equity method amounted to $8,067 thousand and $16,026 thousand, both representing 0% of consolidated total assets as of December 31, 2025 and 2024. The related shares of profit (loss) of associates and joint ventures accounted for using the equity method amounted to $(7,305) thousand and $385 thousand, representing (20)% and 0% of the consolidated income before income tax for the years ended December 31, 2025 and 2024, respectively.
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 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 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.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to 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.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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 auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the 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 consolidated financial statements for year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
7
8
Other
We have audited and expressed an unqualified opinion including an other matter paragraph on the parent company only financial statements of the Company as of and for the years ended December 31, 2025 and 2024.
Hsieh, Sheng-An
Chiu, Wan-Ju
Ernst & Young, Taiwan
March 6, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the financial position and 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 audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or the Standards on Auditing of the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
English Translation of Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Consolidated Balance Sheets
December 31, 2025 and December 31, 2024
(Expressed in thousands of New Taiwan Dollars)
| Assets | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Code | Accounts | Amount | % | Amount | % | |
| Current assets | ||||||
| 1100 | Cash and cash equivalents | 4 & 6.(1) | $1,470,749 | 26 | $1,222,332 | 22 |
| 1110 | Financial assets at fair value through profit or loss - current | 4 & 6.(2) | 15,500 | - | 151,196 | 3 |
| 1136 | Financial assets measured at amortized cost - current | 4 & 6.(4) & 8 | 8,158 | - | 8,867 | - |
| 1150 | Notes receivable, net | 4 & 6.(5) | 381 | - | 807 | - |
| 1170 | Accounts receivable, net | 4 & 6.(6) | 112,150 | 2 | 125,558 | 2 |
| 1180 | Accounts receivable - related parties, net | 4 & 6.(6) & 7 | 11,371 | - | 4,916 | - |
| 1197 | Financing lease payments receivable, net | 4, 6.(7) & 8 | 3,572 | - | 3,231 | - |
| 1220 | Current tax assets | 4 | 584 | - | 386 | - |
| 130X | Inventories | 4&6.(8) | 58,952 | 1 | 66,919 | 1 |
| 1470 | Other current assets | 4 & 7 | 85,213 | 2 | 58,026 | 1 |
| 11XX | Total current assets | 1,766,630 | 31 | 1,642,238 | 29 | |
| Non-current assets | ||||||
| 1517 | Financial assets at fair value through other comprehensive income - non-current | 4 & 6.(3) | 193,935 | 3 | 94,638 | 2 |
| 1535 | Financial assets measured at amortized cost - non-current | 4, 6.(4) & 8 | 168,742 | 3 | 167,957 | 3 |
| 1550 | Investments accounted for using the equity method | 4 & 6.(9) | 146,368 | 3 | 163,768 | 3 |
| 1600 | Property, plant and equipment | 4, 6.(10), 7 & 8 | 2,689,156 | 47 | 2,716,404 | 49 |
| 1755 | Right-of-use assets | 4 & 6.(20) | 279,265 | 5 | 275,432 | 5 |
| 1760 | Investment property, net | 4 & 6.(11) | 139,971 | 2 | 142,043 | 2 |
| 1780 | Intangible assets | 4 & 6.(12) | 257,654 | 4 | 264,880 | 5 |
| 1840 | Deferred tax assets | 4 & 6.(24) | 49,271 | 1 | 44,391 | 1 |
| 1900 | Other non-current assets | 4 & 7 | 27,836 | - | 31,281 | - |
| 194D | Long-term financing lease payments receivable, net | 4, 6.(7) & 8 | 29,714 | 1 | 33,226 | 1 |
| 15XX | Total non-current assets | 3,981,912 | 69 | 3,934,020 | 71 | |
| 1XXX | Total assets | $5,748,542 | 100 | $5,576,258 | 100 |
(The accompanying notes are integral part of the consolidated financial statements)
Note: The Group completed the assessment of the fair value of Ricare Corporation as of the acquisition date in the fourth quarter of 2024 and adjusted the provisional amounts as of September 30,2024. Please refer to Note 6(25) for related information.
Chairman: Yang, Wei- Fen
General Manager: Lo, Yi-Fu
Chief Accounting Officer: Lai, Shu-Ping
English Translation of Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Consolidated Balance Sheets (Continued)
December 31, 2025 and December 31, 2024
| Liabilities and equity | Notes | December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|---|
| Code | Accounts | Amount | % | Amount | % | |
| Current liabilities | ||||||
| 2100 | Short-term borrowings | 4, 6.(14) & 8 | $227,943 | 4 | $246,962 | 4 |
| 2150 | Notes payable | 4 | 3,034 | - | 3,496 | - |
| 2170 | Accounts payable | 4 | 44,104 | 1 | 36,328 | 1 |
| 2180 | Accounts payable - related parties | 4 & 7 | 39 | - | 4,937 | - |
| 2200 | Other payables | 4 | 170,724 | 3 | 158,639 | 3 |
| 2220 | Other payables - related parties | 4 & 7 | 1,057 | - | 90,057 | 2 |
| 2230 | Current tax liabilities | 4 | 2,035 | - | 3,230 | - |
| 2280 | Lease liabilities - current | 4 & 6.(20) | 68,905 | 1 | 63,594 | 1 |
| 2300 | Other current liabilities | 4, 6.(18) & 7 | 48,670 | 1 | 59,652 | 1 |
| 2322 | Current portion of long-term borrowings | 4, 6.(15) & 8 | 288,448 | 5 | 303,268 | 5 |
| 21XX | Total current liabilities | 854,959 | 15 | 970,163 | 17 | |
| Non-current liabilities | ||||||
| 2540 | Long-term borrowings | 4, 6.(15) & 8 | 1,539,886 | 27 | 1,304,819 | 24 |
| 2570 | Deferred tax liabilities | 4 & 6.(24) | 103,751 | 2 | 98,344 | 2 |
| 2580 | Lease liabilities - non-current | 4 & 6.(20) | 223,116 | 4 | 225,296 | 4 |
| 2600 | Other non-current liabilities | 18,956 | - | 18,394 | - | |
| 2640 | Net defined benefit liabilities - non-current | 4 & 6.(16) | 10,108 | - | 20,692 | - |
| 25XX | Total non-current liabilities | 1,895,817 | 33 | 1,667,545 | 30 | |
| 2XXX | Total liabilities | 2,750,776 | 48 | 2,637,708 | 47 | |
| 31XX | Equity attributable to the parent company | |||||
| 3100 | Capital | |||||
| 3110 | Common stock | 6.(17) | 1,549,845 | 27 | 1,549,845 | 28 |
| 3200 | Capital Surplus | 6.(17) | 585,715 | 10 | 588,142 | 11 |
| 3300 | Retained earnings | 6.(17) | ||||
| 3310 | Legal reserve | 103,282 | 2 | 94,676 | 2 | |
| 3320 | Special reserve | 56,752 | 1 | 47,882 | 1 | |
| 3350 | Unappropriated earnings | 219,132 | 4 | 305,591 | 5 | |
| Total retained earnings | 379,166 | 7 | 448,149 | 8 | ||
| 3400 | Other equity | 4 | ||||
| 3410 | Exchange differences resulting from translating the financial statements of foreign operations | (25,043) | - | (6,894) | - | |
| 3420 | Unrealized losses from equity instrument investments measured at fair value through other comprehensive income | (42,059) | (1) | (49,858) | (1) | |
| 36XX | Non-controlling interests | 6.(17) | 550,142 | 9 | 409,166 | 7 |
| 3XXX | Total equity | 2,997,766 | 52 | 2,938,550 | 53 | |
| Total liabilities and equity | $5,748,542 | 100 | $5,576,258 | 100 |
(The accompanying notes are integral part of the consolidated financial statements)
Note: The Group completed the assessment of the fair value of Ricare Corporation as of the acquisition date in the fourth quarter of 2024 and adjusted the provisional amounts as of September 30,2024. Please refer to Note 6(25) for related information.
Chairman: Yang, Wei- Fen
General Manager: Lo, Yi-Fu
Chief Accounting Officer: Lai, Shu-Ping
English Translation of Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars)
| Code | Accounts | Notes | 2025 | 2024 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | Operating revenue | 4, 6.(18) & 7 | $1,261,680 | 100 | $1,252,628 | 100 |
| 5000 | Operating costs | 6.(8), 6.(16), 6.(20), 6.(21) & 7 | (842,315) | (67) | (832,315) | (66) |
| 5900 | Gross profit | 419,365 | 33 | 420,313 | 34 | |
| 6000 | Operating expenses | 6.(12), 6.(16), 6.(20), 6.(21) & 7 | ||||
| 6100 | Sales and marketing expenses | (33,409) | (3) | (35,904) | (3) | |
| 6200 | General and administrative expenses | (344,508) | (27) | (346,784) | (28) | |
| 6450 | Expected Credit Losses | 4 & 6.(19) | (2,650) | - | - | - |
| Total operating expenses | (380,567) | (30) | (382,688) | (31) | ||
| 6900 | Operating income | 38,798 | 3 | 37,625 | 3 | |
| 7000 | Non-operating income and expenses | 4, 6.(20), 6.(21), 6.(22) & 7 | ||||
| 7100 | Interest income | 17,290 | 1 | 22,691 | 2 | |
| 7010 | Other income | 52,359 | 4 | 47,845 | 4 | |
| 7020 | Other gains and losses | (11,306) | (1) | 52,061 | 4 | |
| 7050 | Finance costs | (49,703) | (4) | (47,207) | (4) | |
| 7060 | Share of profit or loss of associates and joint ventures accounted for using the equity method | 4 & 6.(9) | (9,772) | (1) | 2,034 | - |
| Total non-operating income and expenses | (1,132) | (1) | 77,424 | 6 | ||
| 7900 | Income before income tax | 37,666 | 2 | 115,049 | 9 | |
| 7950 | Income tax expense | 4 & 6.(24) | (11,367) | (1) | (13,657) | (1) |
| 8200 | Net income | 26,299 | 1 | 101,392 | 8 | |
| 8300 | Other comprehensive income | 4 & 6.(23) | ||||
| 8310 | Not to be reclassified to profit or loss in subsequent periods | |||||
| 8311 | Remeasurements of defined benefit plan | 4 & 6.(16) | 1,503 | - | 3,258 | - |
| 8316 | Unrealized gains from equity instrument investments measured at fair value through other comprehensive income | - | 9,447 | 1 | (3,464) | - |
| 8320 | Share of other comprehensive income of associates and joint ventures accounted for using the equity method - not reclassified to profit or loss | 4 & 6.(9) | (1,103) | - | 905 | - |
| 8360 | To be reclassified to profit or loss in subsequent periods | |||||
| 8361 | Exchange differences resulting from translating the financial statements of foreign operations | (22,686) | (2) | (7,397) | (1) | |
| 8399 | Income tax relating to components of other comprehensive income that will be reclassified to profit or loss | 4 & 6.(24) | 4,537 | - | 1,479 | - |
| Total other comprehensive (loss) income, net of tax | (8,302) | (1) | (5,219) | (1) | ||
| 8500 | Total comprehensive income | $17,997 | - | $96,173 | 7 | |
| 8600 | Net income attributable to: | |||||
| 8610 | Stockholders of the parent | $6,622 | $84,839 | |||
| 8620 | Non-controlling interests | 19,677 | 16,553 | |||
| $26,299 | $101,392 | |||||
| 8700 | Total comprehensive income attributable to: | |||||
| 8710 | Stockholders of the parent | $(1,682) | $79,640 | |||
| 8720 | Non-controlling interests | 19,679 | 16,533 | |||
| $17,997 | $96,173 | |||||
| Earnings per share (in New Taiwan Dollars) | 6.(25) | |||||
| 9750 | Basic earnings per share | $0.04 | $0.55 | |||
| 9850 | Diluted earnings per share | $0.04 | $0.55 |
(The accompanying notes are integral part of the consolidated financial statements)
Chairman: Yang, Wei- Fen
General Manager: Lo, Yi-Fu
Chief Accounting Officer: Lai, Shu-Ping
English Translation of Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars)
| Code | Items | Equity attributable to the parent company | Non-controlling interests | Total equity | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital | Capital Surplus | Retained earnings | Other equity | Total | |||||||
| Legal reserve | Special reserve | Unappropriated earnings | Exchange differences resulting from translating the financial statements of foreign operations | Unrealized gains (losses) on financial assets at fair value through other comprehensive income | |||||||
| 3100 | 3200 | 3310 | 3320 | 3350 | 3410 | 3420 | 31XX | 36XX | 3XXX | ||
| A1 | Balance as at January 1, 2024 | $1,459,845 | $531,482 | $87,515 | $48,244 | $303,826 | $(976) | $(46,906) | $2,383,030 | $330,335 | $2,713,365 |
| Appropriation and distribution of 2023 retained earnings: | |||||||||||
| B1 | Legal reserve | - | - | 7,161 | - | (7,161) | - | - | - | - | - |
| B5 | Cash dividends | - | - | - | - | (77,492) | - | - | (77,492) | - | (77,492) |
| B17 | Special reserve reversed | - | - | - | (362) | 362 | - | - | - | - | - |
| Other changes in capital surplus: | |||||||||||
| C7 | Changes in associates and joint ventures accounted for using the equity method | - | 13,508 | - | - | (2,454) | - | - | 11,054 | - | 11,054 |
| C17 | Other changes in capital surplus | - | 92 | - | - | - | - | - | 92 | - | 92 |
| D1 | Net income for the year ended December 31, 2024 | - | - | - | - | 84,839 | - | - | 84,839 | 16,553 | 101,392 |
| D3 | Other comprehensive income (loss), net of tax for the year ended December 31, 2024 | - | - | - | - | 3,671 | (5,918) | (2,952) | (5,199) | (20) | (5,219) |
| D5 | Total comprehensive income (loss) | - | - | - | - | 88,510 | (5,918) | (2,952) | 79,640 | 16,533 | 96,173 |
| E1 | Issuance of Common Stock | 90,000 | 45,000 | - | - | - | - | - | 135,000 | - | 135,000 |
| M5 | The differences between the fair value of the consideration paid or received from acquiring or disposing subsidiaries and the carrying amounts of the subsidiaries | - | (1,940) | - | - | - | - | - | (1,940) | 1,940 | - |
| O1 | Increase in non-controlling interests | - | - | - | - | - | - | - | - | 60,358 | 60,358 |
| Z1 | Balance as at December 31, 2024 | $1,549,845 | $588,142 | $94,676 | $47,882 | $305,591 | $(6,894) | $(49,858) | $2,529,384 | $409,166 | $2,938,550 |
| A1 | Balance as at January 1, 2025 | $1,549,845 | $588,142 | $94,676 | $47,882 | $305,591 | $(6,894) | $(49,858) | $2,529,384 | $409,166 | $2,938,550 |
| Appropriation and distribution of 2024 retained earnings: | |||||||||||
| B1 | Legal reserve | - | - | 8,606 | - | (8,606) | - | - | - | - | - |
| B3 | Special reserve | - | - | - | 8,870 | (8,870) | - | - | - | - | - |
| B5 | Cash dividends | - | - | - | - | (77,492) | - | - | (77,492) | - | (77,492) |
| Other changes in capital surplus: | |||||||||||
| C7 | Changes in associates and joint ventures accounted for using the equity method | - | (2,209) | - | - | (159) | - | - | (2,368) | - | (2,368) |
| C17 | Other changes in capital surplus | - | 35 | - | - | - | - | - | 35 | - | 35 |
| D1 | Net income for the year ended December 31, 2025 | - | - | - | - | 6,622 | - | - | 6,622 | 19,677 | 26,299 |
| D3 | Other comprehensive income (loss), net of tax for the year ended December 31, 2025 | - | - | - | - | 1,718 | (18,149) | 8,127 | (8,304) | 2 | (8,302) |
| D5 | Total comprehensive income (loss) | - | - | - | - | 8,340 | (18,149) | 8,127 | (1,682) | 19,679 | 17,997 |
| M5 | The differences between the fair value of the consideration paid or received from acquiring or disposing subsidiaries and the carrying amounts of the subsidiaries | - | (253) | - | - | - | - | - | (253) | - | (253) |
| O1 | Increase in non-controlling interests | - | - | - | - | - | - | - | - | 121,297 | 121,297 |
| Q1 | Disposal of investments in equity instruments measured at fair value through other comprehensive income | - | - | - | - | 328 | - | (328) | - | - | - |
| Z1 | Balance as at December 31, 2025 | $1,549,845 | $585,715 | $103,282 | $56,752 | $219,132 | $(25,043) | $(42,059) | $2,447,624 | $550,142 | $2,997,766 |
(The accompanying notes are integral part of the consolidated financial statements)
Chairman: Yang, Wei-Fen
General Manager: Lo, Yi-Fu
Chief Accounting Officer: Lai, Shu-Ping
English Translation of Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars)
| Code | Items | 2025 | 2024 | Code | Items | 2025 | 2024 |
|---|---|---|---|---|---|---|---|
| Amount | Amount | Amount | Amount | ||||
| AAAA | Cash flows from operating activities: | BBBB | Cash flows from investing activities: | ||||
| A10000 | Net income before tax | $37,666 | $115,049 | B00010 | Acquisition of financial assets at fair value through other comprehensive income | (90,628) | (2,716) |
| A20000 | Adjustments to reconcile profit (loss): | B00020 | Disposal of financial assets at fair value through other comprehensive income | 3,553 | 200 | ||
| A20010 | Income and expense adjustments: | B00030 | Proceeds from capital return of financial assets at fair value through other comprehensive income | 3,021 | 10,760 | ||
| A20100 | Depreciation and other losses | 237,008 | 222,937 | B00040 | Acquisition of financial assets measured at amortized cost | (754) | (24,178) |
| A20200 | Amortization | 7,458 | 6,693 | B00050 | Disposal of financial assets measured at amortized cost | 678 | 34 |
| A20300 | Expected Credit Losses | 2,650 | - | B00100 | Acquisition of financial assets at fair value through profit or loss | (16,675) | - |
| A20400 | Net (gain) loss of financial assets and liabilities at fair value through profit or loss | (8,144) | (3,308) | B00200 | Proceeds from Disposal of financial assets at fair value through profit or loss | 160,515 | - |
| A20900 | Interest expense | 49,703 | 47,207 | B01800 | Acquisition of investments accounted for using the equity method | - | (32,745) |
| A21200 | Interest income | (17,290) | (22,691) | B01900 | Disposal of investments accounted for using the equity method | 4,065 | (49,330) |
| A21300 | Dividend income | (482) | (79) | B02700 | Acquisition of property, plant and equipment | (154,633) | (454,721) |
| A22300 | Share of profit or loss of associates joint ventures | 9,772 | (2,046) | B02800 | Disposal of property, plant and equipment | 569 | 2,638 |
| A22500 | Losses on disposal of property, plant and equipment | 4,384 | 16,348 | B03700 | Increase in refundable deposits | - | (2,929) |
| A22600 | Property, plant and equipment transferred to expenses | - | 5,161 | B03800 | Decrease in refundable deposits | 2,859 | - |
| A23100 | Gain on disposal of investments | (1,315) | (54,355) | B05350 | Acquisition of right of use assets | (132) | - |
| A23700 | Impairment losses on non-financial assets | - | 6,098 | B06100 | Decrease in long-term lease receivables | 3,171 | 2,871 |
| A29901 | Losses (gain) on lease modification | (31) | (17) | B07600 | Cash dividends received | 1,981 | 954 |
| A30000 | Changes in operating assets and liabilities: | BBBB | Net cash used in investing activities | (82,410) | (549,162) | ||
| A31130 | Decrease (increase) in notes receivable | 426 | (140) | ||||
| A31150 | Decrease (increase) in accounts receivable | 10,758 | (8,911) | CCCC | Cash flows from financing activities: | ||
| A31160 | Increase in accounts receivable - related parties | (6,455) | (3,980) | C00100 | Increase in short-term borrowings | (19,019) | 85,329 |
| A31200 | Decrease in inventories | 7,967 | 2,889 | C01600 | Increase in long-term borrowings | 3,085,816 | 601,230 |
| A31240 | (Increase) decrease in other current assets | (27,413) | 5,275 | C01700 | Repayments of long-term borrowings | (865,569) | (482,043) |
| A31990 | Increase in other non-current assets | 354 | (1,844) | C03100 | Decrease in deposits received | (349) | (820) |
| A32130 | (Decrease) increase in notes payable | (462) | 1,303 | C04020 | Cash payments for principal portion of the lease liabilities | (71,879) | (67,610) |
| A32150 | Increase (decrease) in accounts payable | 7,776 | (16,056) | C04500 | Cash dividends | (77,492) | (77,492) |
| A32160 | (Decrease) increase in accounts payable - related parties | (4,898) | 2,607 | C04600 | Issuance of Common Stock | - | 135,560 |
| A32180 | Increase in others payables | 11,941 | 9,834 | C05400 | Acquisition of subsidiary shares | (8,462) | - |
| A32190 | (Decrease) increase in others payables - related parties | (89,000) | 87,988 | C05800 | Changes in non-controlling interests | 125,580 | (193) |
| A32230 | (Decrease) increase in other current liabilities | (10,982) | 12,076 | C09900 | Recovery of unclaimed dividends | 35 | 92 |
| A32240 | Decrease in defined benefit liabilities | (10,584) | (917) | CCCC | Net cash provided by financing activities | 168,661 | 194,053 |
| A32990 | Increase in other non-current liabilities | 535 | 1,660 | DDDD | Effect of exchange rate changes on cash and cash equivalents | (15,188) | (6,501) |
| A33000 | Cash inflow generated from operations | 211,342 | 428,781 | ||||
| A33100 | Interest received | 17,516 | 22,802 | EEEE | Net increase in cash and cash equivalents | 248,417 | 41,099 |
| A33300 | Interest paid | (42,596) | (39,855) | E00100 | Cash and cash equivalents at beginning of period | 1,222,332 | 1,181,233 |
| A33500 | Income tax paid | (8,908) | (9,019) | E00200 | Cash and cash equivalents at end of period | 1,470,749 | 1,222,332 |
| AAAA | Net cash provided by operating activities | 177,354 | 402,709 | ||||
(The accompanying notes are integral part of the consolidated financial statements)
Chairman: Yang, Wei-Fen
General Manager: Lo, Yi-Fu
Chief Accounting Officer: Lai, Shu-Ping
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2025 and 2024
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
1. History and Organization
U-Tech Media Corporation (the "Company") was established on May 19, 1994. On October 16, 1999, the Company was approved by the competent authorities for a public offering of its shares. The Company's shares were approved for trading on the Taiwan Stock Exchange (TWSE) on October 29, 2002. Its registered office and principal place of business is at No. 222, Huaya 2nd Road, Guishan District, Taoyuan City 333411, Taiwan (R.O.C.). The Company's business is mainly the manufacture and sale of pre-recorded optical discs.
Ritek Corporation failed to obtain a majority of the board seats in the third quarter of 2024 and therefore lose the substantial control over the Company. Consequently, Ritek Corporation is no longer the parent company of the Company, nor the ultimate controller of the company to which the Company belongs.
2. Date and Procedure of Authorization of Financial Statements for Issue
The consolidated financial statements of the Company and its subsidiaries (hereinafter referred to as "the Group") for the years ended December 31, 2025 and 2024 were authorized for issue by the Company's board of directors (hereinafter "the Board of Directors") on March 6, 2026.
3. 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 January 1, 2025. The adoption of these new standards and amendments had no material impact on the Group.
(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 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(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.
15
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(c) Annual Improvements to IFRS Accounting Standards – Volume 11
(1) Amendments to IFRS 1
The amendments mainly improve the consistency in wording between first-time adoption of IFRS and requirements for hedge accounting in IFRS 9.
(2) Amendments to IFRS 7
The amendments update an obsolete cross-reference relating to gain or loss on derecognition.
(3) Amendments to Guidance on implementing IFRS 7
The amendments improve some of the wordings in the implementation guidance, including the introduction, disclosure of deferred difference between fair value and transaction price and credit risk disclosures.
(4) Amendments to IFRS 9
The amendments add a cross-reference to resolve potential confusion for a lessee applying the derecognition requirements and clarify the term “transaction price”.
(5) Amendments to IFRS 10
The amendments remove the inconsistency between paragraphs B73 and B74 of IFRS 10.
(6) Amendments to IAS 7
The amendments remove a reference to “cost method” in paragraph 37 of 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.
16
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(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.
(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.
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
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.
(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.
18
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(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 (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.
4. Summary of Material 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 Regulations Governing the Preparation of Financial Reports by Securities Issuers (“the Regulations”), IFRSs, IASs, IFRIC and SIC, which are endorsed by FSC (TIFRSs).
(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 (“$”) unless otherwise stated.
19
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(3) Basis of consolidation
Preparation principle of consolidated financial statement
Control is achieved when the Group 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 Group controls an investee if and only if the Group 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
C. the ability to use its power over the investee to affect its returns
When the Group has less than a majority of the voting or similar rights of an investee, the Group 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 Group’s voting rights and potential voting rights
The Group re-assesses whether 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.
A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction.
20
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
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 transfer directly to retained earnings if required by other IFRSs; and
F. recognizes any resulting difference in profit or loss.
The consolidated entities are listed as follows:
| Investor | Subsidiary | Main business | Percentage of ownership | Note | |
|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | ||||
| The Company | Dollars Cultural & Creative Company Limited | Catering | 100.00% | 100.00% | Note 1 |
| The Company | Jade Investment Services Ltd. | Investment holdings | 100.00% | 100.00% | |
| The Company | Chao Fu Co., Ltd. | Wine making | 100.00% | 100.00% | |
| The Company | Formosa Sun Energy Corporation | Renewable energy self-powered equipment | 70.82% | 70.82% | |
| The Company | Ricare Corporation | Management consulting | 92.34% | 89.91% | Note 2 |
| Dollars Cultural & Creative Company Limited | ShokuRaku Corporation | Catering | 85.71% | 85.71% | |
| Dollars Cultural & Creative Company Limited | Ikari Coffee Co., Ltd. | Catering | 96.72% | 96.72% | Note 3 |
| Dollars Cultural & Creative Company Limited | Jingle Hot Pot Corporation | Catering | 94.90% | 94.90% | Note 4 |
| Dollars Cultural & Creative Company Limited | Foodspace Corporation | Catering | - | 92.00% | Note 5 |
| Dollars Cultural & Creative Company Limited | Bircle international Trading Limited | Catering | 100.00% | 100.00% | Note 6 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
| Investor | Subsidiary | Main business | Percentage of ownership | Note | |
|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | ||||
| Dollars Cultural & Creative Company Limited | SHU MI CO., LTD. | Catering | 100.00% | - | Note 7 |
| Jade Investment Services Ltd. | Glory Days Services Ltd. | Investment holdings | 100.00% | 100.00% | |
| Formosa Sun Energy Corporation | RITEK Solar CORP. | Renewable energy self-powered equipment | 100.00% | 100.00% | Note 8 |
| Formosa Sun Energy Corporation | RitFast Corporation | Renewable energy self-powered equipment | 100.00% | 99.18% | Note 9 |
| Formosa Sun Energy Corporation | FD COMPANY | International trade | 100.00% | 100.00% | Note 10 |
| Ricare Corporation | KEIYOO Co.,Ltd. | Care services | 100.00% | 100.00% | Note 11 |
| Ricare Corporation | Ricare Services Corporation | Care services | 100.00% | 100.00% | |
| Ricare Corporation | Fang Si Advisory Ltd. | Management consulting | 100.00% | 100.00% | |
| Ricare Corporation | K.K. RICAREJAPAN | Care services | 77.48% | 100.00% | Note 12 |
| Ricare Corporation | Ricare International Corporation Ltd. | Management consulting | - | 100.00% | Note 13 |
Note 1: On April 11, 2024, Dollars Cultural & Creative Company Limited's board of directors resolved to cover deficit $74,290 thousand through the capital reduction. Additionally, a capital injection was conducted with the number of shares being 19,000 thousand and the amount being $190,000 thousand.
Note 2: On February 1, 2024, the Company completed a capital increase by issuing 9,000 thousand shares of common stock for cash proceeds of $25,000 thousand, which were exchanged for 6,500 thousand shares of common stock held by the shareholders of Ricare Corporation. As a result, the Company acquired a total of 80.77% equity interest and obtained substantive control over Ricare Corporation and its subsidiaries; therefore, Ricare Corporation and its subsidiaries are included in the Company's consolidated financial statements. Subsequently, on February 20, 2024, pursuant to a resolution of the board of directors of Ricare Corporation, the investee issued 8,125 thousand new shares. The Company acquired all these shares for a total consideration of $200,000 thousand, increasing its ownership interest to 88.17%. Furthermore, on April 24, 2024, pursuant to another resolution of the board of directors of Ricare Corporation, the investee issued 3,656 thousand new shares. The Company acquired 3,656 thousand shares without maintaining its existing ownership percentage, for a total consideration of $89,994 thousand, increasing its ownership interest to 89.91%. In addition, on May 7, 2025, pursuant to a resolution of the investee's board of directors, the investee issued 8,125 thousand new shares. The Company acquired 8,125 thousand shares without maintaining its existing ownership percentage, for a total consideration of $200,000 thousand, thereby increasing its ownership interest to 92.34%.
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
Note 3: On May 24, 2024, pursuant to a resolution of the board of directors of Ikari Coffee Co., Ltd., the company approved a capital increase through the issuance of 3,000 thousand new shares, with June 26, 2024 set as the record date for the capital increase. Dollars Cultural & Creative Company Limited acquired 3,000 thousand shares, not in proportion to its existing shareholding, for a total consideration of $30,000 thousand, thereby increasing its ownership interest to 96.72%. Ikari Coffee Co., Ltd. completed the registration of the relevant changes on July 22, 2024.
Note 4: On September 24, 2024, Jingle Hot Pot Corporation resolved to reduce the capital to make good the deficit for 570 thousand shares, thereby Dollars Cultural & Creative Company Limited decreased its shareholding by 494 thousand shares. And issued 1,500 thousand new shares for capital increase. Dollars Cultural & Creative Company Limited did not acquire new shares in proportionate to its percentage of ownership and acquired 1,500 thousand shares in the amount of $15,000 thousand, increasing its shareholding ratio to 94.90%.
Note 5: On August 2, 2024, Foodspace Corporation resolved to increase its capital through the issuance of 700 thousand new shares. Dollars Cultural & Creative Company Limited acquired 644 thousand shares in proportion to its existing shareholding, with a total consideration of $6,440 thousand. Subsequently, on June 13, 2025, Dollars Cultural & Creative Company Limited acquired odd lot shares of Foodspace Corporation totaling 84 thousand shares for a total consideration of $299 thousand, thereby increasing its ownership interest to 100%. Foodspace Corporation was resolved to be dissolved by a resolution of the board of directors on June 30, 2025, and completed the dissolution registration on July 14, 2025, under Registration No. 1149096540 issued by the competent authority.
Note 6: On July 25, 2024, Dollars Cultural & Creative Company Limited acquired shares of Bircle international Trading Limited from Ritek Corporation in the amount of $1,014 thousand.
Note 7: SHU MI CO., LTD. completed its company incorporation and registration procedures on April 24, 2025. The issued capital amounted to $233 thousand.
Note 8: On June 17, 2024, RITEK Solar CORP.'s board of directors resolved to issue new shares for capital increase with the number of shares being 900 thousand and the amount being $9,000 thousand.
Note 9: On January 16, 2025, Formosa Sun Energy Corporation acquired odd lot shares of RitFast Co., Ltd. totaling 5 thousand shares for a total consideration of $150 thousand, increasing its ownership interest to 99.19%. Subsequently, on May 7, 2025, Formosa Sun Energy Corporation acquired additional odd lot shares of RitFast Co., Ltd. totaling 267 thousand shares for a total consideration of $8,013 thousand, thereby increasing its ownership interest to 100%.
Note 10: On April 18, 2024, FD COMPANY completed the incorporation procedures and issued 10 thousand shares. Formosa Sun Energy Corporation held 100% ownership of FD COMPANY at a price of $2,120 thousand and gained substantial control over FD COMPANY, therefore being included in the consolidated financial statements.
23
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
Note 11: On December 10, 2024, Hakuyu Co., Ltd. changed its name to KEIYOO Co., Ltd.
Note 12: K.K. RICARE JAPAN conducted cash capital increases on March 12, 2024 and September 5, 2024, issuing 1.5 thousand shares and 0.6 thousand shares, respectively, for total considerations of $190,350 thousand and $78,378 thousand, respectively. In addition, on June 20, 2025, K.K. RICARE JAPAN conducted another cash capital increase by issuing 2.4 thousand shares with a total consideration of $295,113 thousand. The Company acquired 1.4 thousand shares, not in proportion to its existing shareholding, for a total consideration of $169,533 thousand; as a result, the Company's ownership interest decreased to 77.48%.
Note 13: Ricare International Corporation Ltd. completed its company incorporation and registration procedures on April 17, 2018. Ricare International Corporation Ltd. publicly announced its revocation and dissolution on August 8, 2025, and was dissolved on the same date pursuant to such public announcement.
(4) Foreign currency transactions
The Group's consolidated financial statements are presented in $, which is also the Company'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.
Transactions in foreign currencies are initially recorded by the Group entities at their respective functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency closing rate of exchange ruling at the reporting date. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions.
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.
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English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
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 in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss.
(5) Translation of financial statements in foreign currency
The assets and liabilities of foreign operations are translated into $ 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:
A. when the partial disposal involves the loss of control of a subsidiary that includes a foreign operation; and
B. when the retained interest after the partial disposal of an interest in a joint arrangement or a partial disposal of an interest in an associate that includes a foreign operation is a financial asset that includes a foreign operation.
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 significant influence 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.
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English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(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 an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
All other liabilities are classified as non-current.
(7) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, demand deposits and short-term, highly liquid investments (including time deposits that have maturity within 12 months) that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
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English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(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 investments not at fair value through profit or loss, directly attributable transaction costs.
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 notes receivable, accounts receivable, 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.
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.
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English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
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 assets 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.
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:
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English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
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.
In addition, 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 accumulated 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.
Financial assets 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 abovementioned 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.
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English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
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
(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 measured as follows:
(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.
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.
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English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
C. Derecognition of financial assets
A financial asset is derecognized when:
(a) The rights to receive cash flows from the asset have expired.
(b) The Group has transferred the asset and substantially all the risks and rewards of the asset have been transferred.
(c) 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.
Financial liabilities
Financial liabilities within the scope of IFRS 9 Financial Instruments are classified as financial liabilities measured at amortized cost upon initial recognition.
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.
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English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
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, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
E. Offsetting of financial assets and liabilities
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.
(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.
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English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(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 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.
(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 weighted-average method
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.
33
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(12) 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.
Under the equity method, the investment in the associate 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. After the interest in the associate 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. Unrealized gains and losses resulting from transactions between the Group and the associate are eliminated to the extent of the Group’s related interest in the associate.
When changes in the net assets of an associate 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, 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 on a pro rata basis.
When the associate issues new stock, and the Group’s interest in an associate is reduced or increased as the Group fails to acquire shares newly issued in the associate proportionately to its original ownership interest, the increase or decrease in the interest in the associate is recognized in capital surplus and investment accounted for using the equity method. When the interest in the associate 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 the associate.
The financial statements of the associate 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 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 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:
34
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
A. Its share of the present value of the estimated future cash flows expected to be generated by the associate, 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.
Because goodwill that forms part of the carrying amount of an investment in an associate 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, the Group measures and recognizes any retaining investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retaining investment and proceeds from disposal is recognized in profit or loss.
(13) 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 is 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:
| Buildings | 2-50 years |
|---|---|
| Machinery and equipment | 1-22 years |
| Transportation equipment | 3-6 years |
| Office equipment | 1-10 years |
| Other equipment | 1-10 years |
35
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
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.
(14) 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.
Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:
| Buildings | 25 years |
|---|---|
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 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.
(15) 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.
36
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
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 charged by 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, maximizing the use of observable information.
The 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.
37
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
After the commencement date, the Group measures the lease liability on an amortized 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:
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
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.
38
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
The Group as a lessor
At inception of a contract, the Group classifies each of its leases as either an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset. At the commencement date, the Group recognizes assets held under a finance lease in its balance sheet and present them as a receivable at an amount equal to the net investment in the lease.
For a contract that contains lease components and non-lease components, the Group allocates the consideration in the contract applying IFRS 15.
The Group recognizes lease payments from operating leases as rental income on either a straight-line basis or another systematic basis. Variable lease payments for operating leases that do not depend on an index or a rate are recognized as rental income when incurred.
(16) 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.
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.
39
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
Gains or losses arising from derecognition of an intangible asset are recognized in profit or loss when the asset is derecognized.
Trademark rights
Trademark rights are acquired in accordance with the law and are amortized by the straight-line method over the term of the trademark rights (10 years) as a result of a business combination.
Customer relationships
The customer relationships are acquired through a business combination and are amortized on a straight-line basis over the estimated benefit period (9 years).
Licences
Licences are acquired through a business combination and are amortized on a straight-line basis over the period of the licence (6 years).
Other intangible assets
Other intangible assets are acquired through a business combination and are amortized on a straight-line basis over the estimated benefit period (5 years).
Computer software
The cost of computer software is amortized on a straight-line basis over the estimated useful life (3 to 5 years).
(17) 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.
40
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
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.
A cash generating unit, or groups of cash-generating units, to which goodwill has been allocated is tested for impairment annually at the same time, irrespective of whether there is any indication of impairment. If an impairment loss is to be recognized, it is first allocated to reduce the carrying amount of any goodwill allocated to the cash generating unit (group of units), then to the other assets of the unit (group of units) pro rata on the basis of the carrying amount of each asset in the unit (group of units). Impairment losses relating to goodwill cannot be reversed in future periods for any reason.
An impairment loss of continuing operations or a reversal of such impairment loss is recognized in profit or loss.
(18) Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probably 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.
Provision for decommissioning, restoration and rehabilitation costs
The provision for decommissioning, restoration and rehabilitation costs arises on construction of a property, plant and equipment. Decommissioning costs are provided at the present value of expected costs to settle the obligation using estimated cash flows and are recognized as part of the cost of that particular asset. The cash flows are discounted at a current pre-tax rate that reflects the risks specific to the decommissioning liability. The unwinding of the discount is expensed as incurred and recognized as a finance cost. The estimated future costs of decommissioning are reviewed annually and adjusted as appropriate. Changes in the estimated future costs or in the discount rate applied are added to or deducted from the cost of the asset.
41
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(19) Revenue recognition
The Group’s revenue arising from contracts with customers are primarily related to sale of goods. The accounting policies are explained as follows:
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 products of the Group are pre-recorded optical discs, sales of electricity and catering; the revenue is recognized based on the consideration stated in the contract.
The credit period of the Group’s sale of goods is 30-150 day terms. 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 accounts receivable. 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.
The period between the transfers of contract liabilities to revenue is usually within one year, thus, no significant financing component arose.
Rendering of services
The Group provides day-care and long-care, planning and consulting services. The Group identifies performance obligation of contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.
Most of the contractual considerations of the Group are collected evenly throughout the contract period after rendering day-care and long-care, planning and consulting service. When the Group has performed the services to customers but does not have a right to an amount of consideration that is unconditional, these contacts should be presented as contract assets. However, for some rendering of services contracts, part of the consideration was received from customers upon signing the contract, and the Group has the obligation to provide the services subsequently; accordingly, these amounts are recognized as contract liabilities.
The period between the transfers of contract liabilities to revenue is usually within one year, thus, no significant financing component arose.
42
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(20) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period 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.
(21) Government grants
Government grants are recognized where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. Where the grant relates to an asset, it is recognized as deferred income and released to income in equal amounts over the expected useful life of the related asset. When the grant relates to an expense item, it is recognized as income over the period necessary to match the grant on a systematic basis to the costs that it is intended to compensate.
Where the Group receives non-monetary grants, the asset and the grant are recorded gross at nominal amounts and released to the statement of comprehensive income over the expected useful life and pattern of consumption of the benefit of the underlying asset by equal annual installments. Where loans or similar assistance are provided by governments or related institutions with an interest rate below the current applicable market rate, the effect of this favorable interest is regarded as additional government grant.
(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 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 make contribution to the plan based on the requirements of local regulations.
43
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
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 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
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.
(23) 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.
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.
44
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
B. In respect of taxable temporary differences associated with investments in subsidiaries and associates, 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 and associates, 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.
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.
45
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(24) 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.
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.
46
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
5. Significant Accounting Judgements, 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.
(1) Judgment
De facto control without a majority of the voting rights in the investee company
The Group is the largest shareholder of certain investee with less than 50% shareholdings. The Company has no de facto control but only significant influence on certain investee after judgement. Please refer to Note 6.(9) for more details.
(2) Estimates and assumptions
The key assumptions concerning the future and other key sources for estimating 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 fiscal year are discussed below.
A. Fair value of financial instruments categorized within Level 3
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.
B. Trade receivables - estimate of impairment loss
The Group estimates the impairment loss of trade receivables at an amount equal to lifetime expected credit losses. The credit loss is the present value of the difference between the contractual cash flows that are due under the contract (carrying amount) and the cash flows that expects to receive (evaluate forward looking information). However, as the impact from the discounting of short-term receivables is not material, the credit loss is measured by the undiscounted cash flows. Where the actual future cash flows are lower than expected, a material impairment loss may arise. Please refer to Note 6 for more details.
47
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
6. Contents of Significant Accounts
(1) Cash and cash equivalents
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Cash on hand | $3,813 | $4,471 |
| Demand deposits | 1,129,102 | 750,186 |
| Time deposits | 337,834 | 467,675 |
| Total | $1,470,749 | $1,222,332 |
(2) Financial assets at fair value through profit or loss
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Mandatorily measured at fair value through profit or loss: | ||
| Stocks | $15,500 | $- |
| Funds | - | 151,196 |
| Total | $15,500 | $151,196 |
| Current | $15,500 | $151,196 |
| Non-current | - | - |
| Total | $15,500 | $151,196 |
None of the abovementioned financial assets at fair value through profit or loss was pledged as collateral.
(3) Financial assets at fair value through other comprehensive income
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Equity instrument investments measured at fair value through other comprehensive income: | ||
| Listed company stocks | $111,329 | $3,164 |
| Unlisted company stocks | 82,606 | 91,474 |
| Total | $193,935 | $94,638 |
| Current | $- | $- |
| Non-current | 193,935 | 94,638 |
| Total | $193,935 | $94,638 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
The Group classified certain of its financial assets as financial assets at fair value through other comprehensive income. None of the abovementioned financial assets was pledged as collateral.
In September 2025, the Group sold 92 thousand shares of Aimcore Technology Co., Ltd. at a price of $2,373 thousand.
On April 26, 2024, the Group sold 20 thousand shares of Chang Hong Energy Technology Co., Ltd. at a price of $200 thousand.
(4) Financial assets measured at amortized cost
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Restricted deposits | $176,900 | $176,824 |
| Current | $8,158 | $8,867 |
| Non-current | 168,742 | 167,957 |
| Total | $176,900 | $176,824 |
Please refer to Note 8 for more details on financial assets measured at amortized cost under pledge and Note 12 for more details on credit risk management.
(5) Notes receivable
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Notes receivable arising from operating activities (total carrying amount) | $381 | $807 |
| Less: loss allowance | - | - |
| Total | $381 | $807 |
None of the abovementioned notes receivable was pledged as collateral.
Please refer to Note 6.(19) for more details on the Group's assessment of impairment and loss allowance information in accordance with IFRS 9 and Note 12 for more details on credit risk management.
49
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(6) Accounts receivable and accounts receivable - related parties
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Accounts receivable (total carrying amount) | $115,077 | $125,835 |
| Less: loss allowance | (2,927) | (277) |
| Subtotal | 112,150 | 125,558 |
| Accounts receivable from related parties (total carrying amount) | 11,371 | 4,916 |
| Less: loss allowance | - | - |
| Subtotal | 11,371 | 4,916 |
| Total | $123,521 | $130,474 |
None of the abovementioned accounts receivable and accounts receivable - related parties was pledged as collateral.
Accounts receivables are generally on 30-150 day terms. The total carrying amounts as at December 31, 2025 and 2024 were $126,448 thousand and $130,751 thousand, respectively. Please refer to Note 6.(19) for more details on loss allowance for the years ended December 31, 2025 and 2024. Please refer to Note 12 for more details on credit risk management.
(7) Financing lease payments receivable, net
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Total investment in leases | ||
| Not later than one year | $8,092 | $8,173 |
| Later than one year but not later than five years | 38,970 | 39,364 |
| Later than five years | 5,875 | 13,513 |
| Total | 52,937 | 61,050 |
| Less: unearned finance income | (19,651) | (24,593) |
| Present value of receivable on minimum lease payments | $33,286 | $36,457 |
| Financing lease payments receivable | ||
| Current | $3,572 | $3,231 |
| Non-current | 29,714 | 33,226 |
| Present value of receivable on minimum lease payments | $33,286 | $36,457 |
The Group has entered into finance lease agreements for certain rental equipment, all of which are denominated in New Taiwan dollars and have an average finance lease term of 20 years. Financing lease payments receivable are discounted by the net cash flows expected to be generated from rental operations.
50
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
As of December 31, 2025, the Group's assessed financing lease payments receivables were neither past due nor impaired. Please refer to Note 6.(19) for more details on loss allowance information for the years ended December 31, 2025 and 2024.
Please refer to Note 8 for financial lease payments receivable under pledge.
(8) Inventories
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Raw materials | $44,884 | $46,826 |
| Work in progress | 7,713 | 12,951 |
| Finished goods | 5,578 | 7,032 |
| Merchandises | 777 | 110 |
| Total | $58,952 | $66,919 |
The Group's cost of inventories recognized as expense for the years ended December 31, 2025 and 2024 were $456,643 thousand and $481,677 thousand, respectively, including gain from price recovery of inventories in the amount of $278 thousand and $0 thousand, respectively.
The abovementioned gain from price recovery of inventories is due to the fact that some of the inventory whose valuation declined has been scrapped.
None of the abovementioned inventories was pledged as collateral.
(9) Investments accounted for using the equity method
The investments accounted for using the equity method are as follows:
| Investees | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|
| Carrying amount | Percentage of ownership (%) | Carrying amount | Percentage of ownership (%) | |
| Investments in associates: | ||||
| Unlisted companies | ||||
| ProRit Corporation | $7,101 | 0.63 | $7,352 | 0.63 |
| Ink Design Space Co., Ltd. | 3,855 | 25.00 | 9,416 | 25.00 |
| Yi International Co., Ltd. | 4,212 | 20.00 | 6,610 | 20.00 |
| Listed companies | ||||
| RiTdisplay Corporation | 131,200 | 4.70 | 140,390 | 5.50 |
| Total | $146,368 | $163,768 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
On June 24, 2024 Yi International Co., Ltd. completed the incorporation procedures and issued 4,000 thousand shares. Dollars Cultural & Creative Company Limited obtained 800 thousand shares and held 20% ownership of Yi International Co., Ltd. at a price of $8,000 thousand.
On July 22, 2025, RiTdisplay Corporation’s board of directors resolved to issue 12,500 thousand new shares. The Company did not participate in the capital increase, thus reducing the Company’s shareholding ratio to 4.83%.
During December 2025, the Company disposed of 150 thousand shares of RiTdisplay Corporation, thereby reducing its shareholding ratio to 4.70%.
The Group's investments in affiliated companies are not material to the Group. The aggregate carrying amounts of the Group's investments in affiliated companies as of December 31, 2025 and 2024 were $146,368 thousand and $163,768 thousand, respectively, and the aggregated financial information based on the Group's share is presented below:
| 2025 | 2024 | |
|---|---|---|
| Profit (loss) from continuing operations | $(9,772) | $1,365 |
| Other comprehensive income (post-tax) | (1,103) | (302) |
| Total comprehensive income | $(10,875) | $1,063 |
The associates had no contingent liabilities or capital commitments and investment in associates were not pledged as at December 31, 2025, and 2024.
On November 7, 2023, the Company’s board of directors resolved to issue 9,000 thousand new shares and pay $25,000 thousand as a consideration, to receive 6,500 thousand common shares. On the record date, February 1, 2024, the number of common shares held by the Company were exchanged for the common shares held by Ricare Corporation at a ratio of one share to 0.609375 share.
(10) Property, plant and equipment
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Owner occupied property, plant and equipment | $2,689,156 | $2,716,404 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
| Land | Buildings | Machinery and equipment | Office equipment | Transportation equipment | Other equipment | Construction in progress and equipment awaiting examination | Total | |
|---|---|---|---|---|---|---|---|---|
| Cost: | ||||||||
| January 1, 2025 | $691,310 | $908,194 | $3,473,685 | $21,998 | $14,903 | $151,206 | $137,004 | $5,398,300 |
| Additions | 21,885 | 16,463 | 10,739 | 403 | 29 | 23,064 | 82,050 | 154,633 |
| Disposals | - | (1,413) | (96,397) | (320) | - | (2,745) | - | (100,875) |
| Transfers | - | - | 92,644 | - | 1,770 | 4,988 | (99,402) | - |
| Exchange differences | (6,731) | (118) | - | - | - | (20) | (6) | (6,875) |
| December 31, 2025 | $706,464 | $923,126 | $3,480,671 | $22,081 | $16,702 | $176,493 | $119,646 | $5,445,183 |
| January 1, 2024 | $521,754 | $901,998 | $3,381,520 | $20,987 | $14,981 | $145,876 | $57,195 | $5,044,311 |
| Additions | 171,375 | 108 | 11,538 | 1,299 | 143 | 15,051 | 255,207 | 454,721 |
| Acquisitions through business combinations | - | 6,520 | - | 610 | 390 | 2,633 | - | 10,153 |
| Disposals | - | (419) | (185,915) | (992) | (1,724) | (26,394) | - | (215,444) |
| Transfers | - | - | 169,929 | - | - | 5,465 | (175,394) | - |
| Exchange differences | (1,819) | (13) | - | - | - | 358 | (4) | (1,478) |
| Other changes | - | - | 96,613 | 94 | 1,113 | 8,217 | - | 106,037 |
| December 31, 2024 | $691,310 | $908,194 | $3,473,685 | $21,998 | $14,903 | $151,206 | $137,004 | $5,398,300 |
| Depreciation and impairment: | ||||||||
| January 1, 2025 | $- | $739,740 | $1,806,928 | $19,848 | $12,937 | $102,443 | $- | $2,681,896 |
| Depreciation | - | 8,504 | 133,059 | 1,222 | 1,097 | 26,200 | - | 170,082 |
| Disposals | - | (228) | (92,974) | (320) | - | (2,400) | - | (95,922) |
| Other changes | - | (14) | - | - | - | (15) | - | (29) |
| December 31, 2025 | $- | $748,002 | $1,847,013 | $20,750 | $14,034 | $126,228 | $- | $2,756,027 |
| January 1, 2024 | $- | $731,159 | $1,760,199 | $19,043 | $12,674 | $82,461 | $- | $2,605,536 |
| Depreciation | - | 9,382 | 124,563 | 1,104 | 709 | 23,326 | - | 159,084 |
| Disposals | - | (411) | (174,447) | (987) | (1,554) | (19,059) | - | (196,458) |
| Other changes | - | (390) | 96,613 | 688 | 1,108 | 15,715 | - | 113,734 |
| December 31, 2024 | $- | $739,740 | $1,806,928 | $19,848 | $12,937 | $102,443 | $- | $2,681,896 |
Net carrying amount as at:
December 31, 2025
$706,464
$175,124
$1,633,658
$1,331
$4,462
$48,471
$119,646
$2,689,156
December 31, 2024
$691,310
$168,454
$1,666,757
$2,150
$1,966
$48,763
$137,004
$2,716,404
Please refer to Note 8 for the property, plant and equipment under pledge.
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(11) Investment property
The Group’s investment properties includes both owned investment properties and investment properties held by the Group as right-of-use assets. The Group has entered into commercial property leases on its owned investment properties with terms of 2 years. These leases include a clause to enable upward revision of the rental charge on an annual basis according to prevailing market conditions.
| Land | Buildings | Total | |
|---|---|---|---|
| Cost: | |||
| January 1, 2025 | $110,110 | $51,783 | $161,893 |
| Additions from acquisitions | - | - | - |
| Additions from subsequent expenditure | - | - | - |
| December 31, 2025 | $110,110 | $51,783 | $161,893 |
| January 1, 2024 | $110,110 | $51,783 | $161,893 |
| Additions from acquisitions | - | - | - |
| Additions from subsequent expenditure | - | - | - |
| December 31, 2024 | $110,110 | $51,783 | $161,893 |
| Depreciation and impairment: | |||
| January 1, 2025 | $- | $19,850 | $19,850 |
| Depreciation | - | 2,072 | 2,072 |
| December 31, 2025 | $- | $21,922 | $21,922 |
| January 1, 2024 | $- | $17,778 | $17,778 |
| Depreciation | - | 2,072 | 2,072 |
| December 31, 2024 | $- | $19,850 | $19,850 |
| Net carrying amount as at: | |||
| December 31, 2025 | $110,110 | $29,861 | $139,971 |
| December 31, 2024 | $110,110 | $31,933 | $142,043 |
| 2025 | 2024 | ||
| Rental income from investment property | $3,945 | $3,657 | |
| Less: | |||
| Direct operating expenses from investment property not generating rental income | (2,071) | (2,072) | |
| Direct operating expenses from investment property not generating rental income | - | - | |
| Total | $1,874 | $1,585 |
None of the abovementioned investment property was pledged.
54
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
The Group's investment properties are not measured at fair value for which the fair value is disclosed, instead. The fair value measurements of the investment properties are categorized within Level 3. The fair value of investment properties both amounted to $171,833 and $171,760 thousand as at December 31, 2025 and 2024, respectively. The fair values were appraised based on the most recent actual transaction prices in the current year, as well as the market transaction prices of comparable properties in nearby areas.
(12) Intangible assets
| Trademark | Customer relationship | Goodwill | Licence | Other intangible assets | Total | |
|---|---|---|---|---|---|---|
| Cost: | ||||||
| January 1, 2025 | $18,833 | $54,538 | $212,914 | $187 | $777 | $287,249 |
| Addition | - | - | - | - | - | - |
| December 31, 2025 | $18,833 | $54,538 | $212,914 | $187 | $777 | $287,249 |
| January 1, 2024 | $16,617 | $5,635 | $15,737 | $- | $- | $37,989 |
| Addition | - | - | - | - | - | - |
| Acquired through business combinations | 2,216 | 48,903 | 197,177 | 187 | 777 | 249,260 |
| December 31, 2024 | $18,833 | $54,538 | $212,914 | $187 | $777 | $287,249 |
| Amortization and impairment: | ||||||
| January 1, 2025 | $7,616 | $2,035 | $11,769 | $187 | $762 | $22,369 |
| Amortization | 1,662 | 5,558 | - | - | 6 | 7,226 |
| December 31, 2025 | $9,278 | $7,593 | $11,769 | $187 | $768 | $29,595 |
| January 1, 2024 | $3,739 | $1,409 | $5,671 | $- | $- | $10,819 |
| Amortization | 3,877 | 626 | - | 187 | 762 | 5,452 |
| Impairment losses | - | - | 6,098 | - | - | 6,098 |
| December 31, 2024 | $7,616 | $2,035 | $11,769 | $187 | $762 | $22,369 |
| Net carrying amount as at: | ||||||
| December 31, 2025 | $9,555 | $46,945 | $201,145 | $- | $9 | $257,654 |
| December 31, 2024 | $11,217 | $52,503 | $201,145 | $- | $15 | $264,880 |
Amortization expense of intangible assets under the statements of comprehensive income:
| 2025 | 2024 | |
|---|---|---|
| Sales and marketing expenses | $- | $- |
| General and administrative expenses | $7,226 | $5,452 |
55
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(13) Impairment testing of goodwill with indefinite lives
Goodwill acquired through business combinations have been allocated to the cash-generating unit, the catering department.
The carrying amount of goodwill allocated to the cash-generating unit:
| Catering department cash-generating unit | Care service department cash-generating unit | |||
|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | December 31, 2025 | December 31, 2024 | |
| Goodwill | $3,968 | $3,968 | $197,177 | $197,177 |
Cash-generating unit - catering department
The recoverable amount of the catering department a cash-generating unit, was $3,968 thousand in December 31, 2025, has been determined based on a value in use and calculated by using cash flow projections from financial budgets approved by management within a five-year period. The projected cash flows have been updated to reflect the change in demand for products and services. The discount rate applied to cash flow projections were both 12.86% as at December 31, 2025 and 2024. As a result of this analysis, management has recognized an impairment loss of $10,066 thousand against goodwill previously carried at $6,098 thousand.
Key assumptions used in value-in-use calculations
The calculation of value-in-use for catering department cash-generating unit is most sensitive to the following assumptions:
A. Gross margin
B. Discount rates
C. Growth rate used to extrapolate revenue beyond the budget period
Gross margins - Gross margins are estimated based on average values in the recent years preceding the start of the budget period and with reference to future market trends.
Discount rates - Discount rates reflect assessment of the risks specific to each cash generating unit (including the time value of money and the risks specific to the asset for which the future cash flow estimates have not been adjusted) in the current market. The discount rate was estimated based on the weighted average cost of capital (WACC) for the Group, taking into account the particular situations of the Group and its operating segments. The WACC includes both the cost of liabilities and cost of equities. The cost of equities is derived from the expected returns of the Group's investors on capital, where the cost of liabilities is measured by the interest-bearing loans that the Group has obligation to settle.
56
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
Estimate of revenue growth rate - The growth rate is based on historical experience, and the Company's estimated long-term average growth rate has been adjusted to take into account the rate of product innovation and the overall economic environment.
Sensitivity to changes in assumptions
With regard to the assessment of value-in-use of the cash-generating unit, the Company believes that no reasonably possible change in any of the above key assumptions would cause the carrying value of the unit to materially exceed its recoverable amount.
Cash-generating unit – care service department
The recoverable amount of the care service cash-generating unit is $554,463 for the period ended December 31, 2025. This recoverable amount has been determined based on the value in use, which was calculated using cash flow forecasts from a five-year financial budget approved by management. The cash flow forecasts have been updated to reflect changes in demand for the relevant products. The discount rate used in the cash flow forecasts was 7.07% as of December 31, 2025.
Key assumptions used in value-in-use calculations
The calculation of value-in-use for care services cash-generating unit is most sensitive to the following assumptions:
A. Gross margin
B. Discount rates
C. Growth rate used to extrapolate revenue beyond the budget period
Gross margins - Gross margins are estimated based on average values in the recent years preceding the start of the budget period and with reference to future market trends.
Discount rates - Discount rates reflect assessment of the risks specific to each cash generating unit (including the time value of money and the risks specific to the asset for which the future cash flow estimates have not been adjusted) in the current market. The discount rate was estimated based on the weighted average cost of capital (WACC) for the Group, taking into account the particular situations of the Group and its operating segments. The WACC includes both the cost of liabilities and cost of equities. The cost of equities is derived from the expected returns of the Group's investors on capital, where the cost of liabilities is measured by the interest-bearing loans that the Group has obligation to settle.
Estimate of revenue growth rate - The growth rate is based on historical experience, and the Company's estimated long-term average growth rate has been adjusted to take into account the rate of product innovation and the overall economic environment.
57
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
Sensitivity to changes in assumptions
With regard to the assessment of value-in-use of the cash-generating unit, the Company believes that no reasonably possible change in any of the above key assumptions would cause the carrying value of the unit to materially exceed its recoverable amount.
(14) Short-term borrowings
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Unsecured bank loans | $227,943 | $176,962 |
| Secured bank loans | - | 70,000 |
| Total | $227,943 | $246,962 |
| Interest rate interval (%) | 1.975-2.909 | 1.878-2.909 |
The Group’s unused short-term lines of credits amounted to $406,297 thousand and $430,793 thousand as at December 31, 2025 and 2024, respectively.
Please refer to Note 8 for more details on property, plant and equipment pledged as security for short-term borrowings.
(15) Long-term borrowings
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Financial institutions borrowings-Syndicated bank loans | $980,000 | $- |
| Financial institutions borrowings-General | 852,518 | 1,608,087 |
| Total | $1,832,518 | $1,608,087 |
| Less: Syndicated Bank Loan Expenses | (4,184) | - |
| Less: current portion | (288,448) | (303,268) |
| Net | $1,539,886 | $1,304,819 |
| Interest rate interval (%) | 2.200-2.525 | 1.978-2.525 |
(a) In September 2025, the Company entered into a guaranteed loan facility and commitment agreement in the amount of $1,600,000 thousand with a banking consortium, including Taiwan Cooperative Bank. Under this credit facility, the Company is subject to the following principal financial covenants as stipulated in its annual consolidated financial statements: (1) a current ratio of not less than 130%; (2) a debt-to-equity ratio not exceeding 150%; (3) an interest coverage ratio of not less than three times; and (4) total equity of not less than $2.2 billion.
58
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(b) In July 2025, the Company entered into a line of credit and commitment agreement with O-Bank in the amount of $150,000 thousand. The main commitments under the above credit facility are that the annual and semi-annual consolidated financial statements shall not have (1) net tangible value less than $2.2 billion and (2) financial liabilities/net tangible worth greater than 100%.
(c) In March 2025, the Company entered into a credit line and commitment agreement with Far Eastern International Bank in the amount of $100,000 thousand. The main commitments under the above credit facility are that the semi-annual consolidated financial statements shall not have (1) the current ratio lower than 120% and (2) the debt ratio more than 150%.
(d) In May 2023, the Company entered into a credit line and commitment agreement with CTBC Bank Co., Ltd. in the amount of $100,000 thousand. The main commitments under the above credit facilities are that the quarterly consolidated financial statements shall not have (1) net tangible value less than $2.15 billion, (2) current ratio lower than 150%, and (3) total liabilities/net tangible value more than 100%.
(e) The Group's borrowings are repayable by instalments from 2014 to 2036.
(f) Please refer to Note 8 for more details on long-term borrowings.
(16) Post-employment benefits
Defined contribution plan
The defined contribution plan adopted by the Company and its domestic subsidiaries is in accordance with the "Labor Standards Act of the R.O.C." According to the Labor Pension Act, the Company and its domestic subsidiaries' will make monthly contributions of no less than 6% of the employees' monthly salaries. The Company and its domestic subsidiaries appropriate 6% of their employees' salaries to the personal pension accounts at the Labor Insurance Bureau each month in accordance with the Labor Pension Act.
The Group's other foreign subsidiaries make pension contributions to the related pension management business in accordance with local laws and regulations.
Pension expenses under the defined contribution plan for the years ended 2025 and 2024 were $13,863 thousand and $16,108 thousand, respectively.
Defined benefits plan
The Company and its domestic subsidiaries adopt a defined benefit plan in accordance with the Labor Standards Act of the R.O.C. The pension benefits are disbursed based on the units of service years and the average salaries in the last month of the service year. Two units per year are awarded for the first 15 years of services while one unit per year is awarded after the completion of the 15th year. The total units shall not exceed 45 units. Under the Labor Standards Act, the Company and its domestic subsidiaries contribute an amount equivalent to 2% of the employees' total salaries and wages on a monthly basis to the pension fund deposited at the Bank of Taiwan in the name of the administered pension fund committee. Before the end of each year, the Company and its domestic subsidiaries assess the balance in the designated labor pension fund. If the amount is inadequate to pay pensions calculated for workers retiring in the same year, the Company and its domestic subsidiaries will make up the difference in one appropriation before the end of March the following year.
59
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
The Ministry of Labor is in charge of establishing and implementing the fund utilization plan in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund. The pension fund is invested in-house or under mandatory, based on a passive-aggressive investment strategy for long-term profitability. The Ministry of Labor establishes checks and risk management mechanism based on the assessment of risk factors including market risk, credit risk and liquidity risk, in order to maintain adequate manager flexibility to achieve targeted return without over-exposure of risk. With the regard to utilization of the pension fund, the minimum earnings in the annual distributions on the final financial statement shall not be less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. Treasury Funds can be used to cover the deficits after the approval of the competent authority. As the Company does not participate in the operation and management of the pension fund, no disclosure on the fair value of the plan assets categorized in different classes could be made in accordance with paragraph 142 of IAS 19. The Group expects to contribute $9,390 thousand to its defined benefit plan during the 12 months beginning after December 31, 2025.
The average duration of the defined benefits plan obligation as at December 31, 2025 and 2024 were 1-11.3 years and 3-14.7 years, respectively.
Pension costs recognized in profit or loss for the years ended December 31, 2025 and 2024:
| 2025 | 2024 | |
|---|---|---|
| Current service cost | $- | $- |
| Net interest on the net defined benefit liabilities (assets) | 309 | 299 |
| Total | $309 | $299 |
The reconciliation to the present value of defined benefit obligation and the fair value of planned assets are as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Present value of defined benefit obligation | $59,037 | $57,680 |
| Fair value of plan assets | (48,929) | (36,988) |
| Other non-current liabilities - Net defined benefit liabilities | $10,108 | $20,692 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
Reconciliation to the net defined benefit liabilities (assets):
| Defined benefit obligation | Fair value of plan assets | Net defined benefit liabilities (assets) | |
|---|---|---|---|
| January 1, 2024 | $58,357 | $(33,490) | $24,867 |
| Current service cost | - | - | - |
| Net interest expense (income) | 701 | (402) | 299 |
| Subtotal | 59,058 | (33,892) | 25,166 |
| Remeasurements of the net defined benefit liabilities (assets): | |||
| Actuarial gain or loss arising from change in demographic assumptions | - | - | - |
| Actuarial gain or loss arising from change in financial assumptions | (613) | - | (613) |
| Experience adjustments | 311 | - | 311 |
| Remeasurements of the defined benefit assets | - | (2,956) | (2,956) |
| Subtotal | (302) | (2,956) | (3,258) |
| Payments from the plan | (1,076) | 1,076 | - |
| Contributions by employer | - | (1,216) | (1,216) |
| December 31, 2024 | 57,680 | (36,988) | 20,692 |
| Current service cost | - | - | - |
| Net interest expense (income) | 862 | (553) | 309 |
| Subtotal | 58,542 | (37,541) | 21,001 |
| Remeasurements of the net defined benefit liabilities (assets): | |||
| Actuarial gain or loss arising from change in demographic assumptions | - | - | - |
| Actuarial gain or loss arising from change in financial assumptions | 222 | - | 222 |
| Experience adjustments | 866 | - | 866 |
| Remeasurements of the defined benefit assets | - | (2,591) | (2,591) |
| Subtotal | 1,088 | (2,591) | (1,503) |
| Payments from the plan | (593) | 593 | - |
| Contributions by employer | - | (9,390) | (9,390) |
| December 31, 2025 | $59,037 | $(48,929) | $10,108 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
The following main assumptions are used to determine the defined benefit plan of the Group:
U-Tech Media Corporation
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Discount rate | 1.22% | 1.49% |
| Expected rate of salary increases | 1.00% | 1.00% |
Subsidiary Ikari Coffee Co., Ltd.
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Discount rate | 1.45% | 1.70% |
| Expected rate of salary increases | 2.00% | 2.00% |
Sensitivity analysis of each significant actuarial assumption:
| 2025 | 2024 | |||
|---|---|---|---|---|
| Increase in defined benefit obligation | Decrease in defined benefit obligation | Increase in defined benefit obligation | Decrease in defined benefit obligation | |
| Discount rate increased by 0.5% | $- | $(385) | $- | $(944) |
| Discount rate decreased by 0.5% | 416 | - | 1,024 | - |
| Expected salary increased by 0.5% | 483 | - | 1,098 | - |
| Expected salary decreased by 0.5% | - | (449) | - | (1,019) |
The sensitivity analysis above is to analyze the possible effect on the benefit obligations under the assumption that a single actuarial assumption (such as discount rate or expected salary) reasonably changes while other assumptions remain unchanged. Because some actuarial assumptions are related to each other, in practice there are few circumstances where only one single actuarial assumption changes, so this analysis has its limitations.
The method and assumption used in this sensitivity analysis are not different from those in the previous period.
62
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(17) Equity
A. Common stock
The Company's authorized capital were both $3,700,000 thousand and issued capital were $1,549,845 thousand and $1,549,845 thousand, respectively, as of December 31, 2025 and 2024, divided into 154,984 thousand and 154,984 thousand shares with par value of $10 per share. Each share has one voting right and a right to receive dividends.
The Company is diversified and issued 9,000 thousand new shares and pay $25,000 thousand as a consideration, to receive 6,500 thousand common shares on February 1, 2024. On the record date, February 1, 2024, the number of common shares held by the Company were exchanged for the common shares held by Ricare Corporation at a ratio of one share to 0.609375 share.
B. Capital surplus
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Additional paid-in capital | $196,652 | $196,652 |
| Treasury share transactions | 329,746 | 329,746 |
| Share of changes in net assets of associates and joint ventures accounted for using the equity method | 55,208 | 57,417 |
| Difference between consideration given/received and carrying amounts of interests in subsidiaries | 1,744 | 1,997 |
| Other - unclaimed dividends | 2,365 | 2,330 |
| Total | $585,715 | $588,142 |
According to the Company Act, the capital surplus shall not be used except for offsetting prior years' operating losses of the company. When a company incurs no losses, it may distribute the capital reserves 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 shareholders in proportion to the number of shares being held by each of them.
63
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
C. Retained earnings and dividend policies
According to the Company's Articles of Incorporation, current year's earnings, if any, shall be distributed in the following order:
(a) Payment of all taxes and dues;
(b) Offset prior years' operation losses;
(c) Set aside 10% of the remaining amount after deducting items (a) and (b) as legal reserve, unless such reserve has reached the paid-in capital of the company;
(d) Set aside or reverse special reserve in accordance with law and regulations; and
(e) The distribution of the remaining portion, if any, will be recommended by the Board of Directors and resolved in the shareholders' meeting.
According to the Company's Articles of Incorporation, the industry environment in which the Company operates is changing rapidly. Considering the Company's future capital needs, long-term financial planning and the growth of the Company's earnings, when dividends are distributed to shareholders, they are based on the above retained earnings with cash dividends distributed at 10% to 100% of the total dividends and stock dividends distributed at 0% to 90% of the total dividends.
According to the Company Act, the Company needs to set aside amount to legal reserve unless where such legal reserve amounts to the total paid-in capital. The legal reserve can be used to make good 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 shareholders.
According to existing regulations, when the Company distributes earnings, it shall set aside special reserve, an amount equal to "other net deductions from shareholders" equity for the current fiscal year. For any subsequent reversal of other net deductions from shareholders' equity, the amount reversed may be distributed from the special reserve.
64
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
The FSC on March 31, 2021 issued Order No. Jin-Guan-Cheng-Fa-Zi-1090150022, which sets out the following provisions for compliance:
On a public company's first-time adoption of the IFRS, for any unrealized revaluation gains and cumulative translation adjustments (gains) recorded to shareholders' equity that the Company elects to transfer to retained earnings by application of the exemption under IFRS 1, the company shall set aside special reserve. For any subsequent uses, disposal or reclassification of related assets, the Company may reverse the special reserve in proportion to the special reserve set aside.
The Company did not incur any special reserve upon the first-time adoption of IFRSs.
Details of the 2025 and 2024 earnings distribution and dividends per share as approved and resolved by the board of Director's meeting and shareholders' meeting on March 6, 2026 and June 17, 2025, respectively, were as follows:
| Appropriation of earnings | Dividend per share ($) | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Legal reserve | $851 | $8,606 | ||
| Special reserve | 10,350 | 8,870 | ||
| Common stock - cash dividends (note) | 38,746 | 77,492 | $0.25 | $0.50 |
Note : As stipulated in the Articles of Incorporation, a special resolution was passed at a Board of Directors meeting held on March 11, 2025, to distribute the 2024 common stock dividend in cash amounted to $77,492 thousand, which was included in shareholders' meeting.
Please refer to Note 6.(21) for more details on employees' compensation and remuneration to directors and supervisors.
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
D. Non-controlling interests
| 2025 | 2024 | |
|---|---|---|
| Beginning balance | $409,166 | $330,335 |
| Profit attributable to non-controlling interests | 19,677 | 16,553 |
| Other comprehensive income, attributable to non-controlling interests, net of tax: | ||
| Remeasurements of defined benefit plans | 2 | (20) |
| Unrealized gains (losses) from equity instrument investments measured at fair value through other comprehensive income | 6,121 | (224) |
| Non-controlling interest acquired through business combinations | - | 61,538 |
| Acquisition of issued shares of subsidiaries | (8,462) | - |
| Cumulative translation adjustments | (2,558) | (1,043) |
| Subsidiaries’ cash capital increase | 125,580 | 560 |
| Cash dividends | - | (193) |
| Others | 616 | 1,660 |
| Ending balance | $550,142 | $409,166 |
(18) Operating revenue
| 2025 | 2024 | |
|---|---|---|
| Revenue from contracts with customers | ||
| Sale of goods | $364,129 | $447,824 |
| Revenue from electricity sales | 340,118 | 327,804 |
| Catering revenue | 318,480 | 282,766 |
| Care services | 174,961 | 158,562 |
| Others | 63,992 | 35,672 |
| Total | $1,261,680 | $1,252,628 |
Analysis of revenue from contracts with customers for the years ended December 31, 2025 and 2024 were as follows:
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
A. Disaggregation of revenue
| 2025 | 2024 | |
|---|---|---|
| Sale of goods | $364,129 | $447,824 |
| Electricity sales | 340,118 | 327,804 |
| Catering | 318,480 | 282,766 |
| Care services | 174,961 | 158,562 |
| Other revenue | 63,992 | 35,672 |
| Total | $1,261,680 | $1,252,628 |
| Timing of revenue recognition: | ||
| At a point in time | $1,261,680 | $1,252,628 |
B. Contract balances
Contract liabilities – current
| December 31, 2025 | December 31, 2024 | January 1, 2024 | |
|---|---|---|---|
| Sales of goods | $42,317 | $55,187 | $44,491 |
The significant changes in the Group's balances of contract liabilities for the years ended December 31, 2025 and 2024 were as follows:
| 2025 | 2024 | |
|---|---|---|
| The opening balance transferred to revenue | $(47,981) | $(76,845) |
| Increase in receipts in advance during the period (excluding the amount incurred and transferred to revenue during the period) | 33,390 | 87,541 |
C. Assets recognized from costs to fulfil a contract
None.
(19) Expected credit (losses) gains
| 2025 | 2024 | |
|---|---|---|
| Operating expenses - expected credit (losses) gains | ||
| Notes receivable | $- | $- |
| Accounts receivable | 2,650 | - |
| Financing lease payments receivable | - | - |
| Total | $2,650 | $- |
Please refer to Note 12 for more details on credit risk management.
67
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
The Group measures the loss allowance of its receivables (including notes receivable, accounts receivable and financing lease payments receivable) at an amount equal to lifetime expected credit losses. The Group considers the grouping of trade receivables by the counterparties' geographical region, credit rating and industry sector and its loss allowance is measured by using a provision matrix. The assessment of the Group's loss allowance is as follows:
December 31, 2025
| Not yet due (note) | Overdue | Total | |||||
|---|---|---|---|---|---|---|---|
| <=30 days | 31-60 days | 61-90 days | 91-120 days | >=121 days | |||
| Gross carrying amount | $154,408 | $455 | $303 | $376 | $379 | $4,194 | $160,115 |
| Loss rate (%) | - | 1 | 2 | 5 | 10 | 20-100 | |
| Lifetime expected credit losses | (72) | (5) | (6) | (19) | (37) | (2,788) | (2,927) |
| Carrying amount | $154,336 | $450 | $297 | $357 | $342 | $1,406 | 157,188 |
December 31, 2024
| Not yet due (note) | Overdue | Total | |||||
|---|---|---|---|---|---|---|---|
| <=30 days | 31-60 days | 61-90 days | 91-120 days | >=121 days | |||
| Gross carrying amount | $167,744 | $42 | $23 | $2 | $- | $204 | $168,015 |
| Loss rate (%) | - | 1 | 2 | 5 | 10 | 20-100 | |
| Lifetime expected credit losses | (72) | - | (1) | - | - | (204) | (277) |
| Carrying amount | $167,672 | $42 | $22 | $2 | $- | $- | $167,738 |
Note: Neither the Group's notes receivable nor financing lease payments receivable was overdue.
The movement in the provision for impairment of notes receivable, accounts receivable and financing lease payments receivable for the years ended December 31, 2025 and 2024 were as follows:
| Notes receivable | Accounts receivable | Financing lease payments receivable | |
|---|---|---|---|
| January 1, 2025 | $- | $277 | $- |
| Addition/(reversed) for the current period | - | 2,650 | - |
| Write-off | - | - | - |
| December 31, 2025 | $- | $2,927 | $- |
68
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
| Notes receivable | Accounts receivable | Financing lease payments receivable | |
|---|---|---|---|
| January 1, 2024 | $- | $277 | $- |
| Addition/(reversed) for the current period | - | - | - |
| Write-off | - | - | - |
| December 31, 2024 | $- | $277 | $- |
(20) Leases
A. The Group as a lessee
The Group leases various properties, including real estates such as land, buildings and other equipment. The lease terms range from 1 to 20 years.
The Group’s leases effect on the financial position, financial performance and cash flows are as follows:
(a) Amounts recognized in the balance sheet
i. Right-of-use assets
The carrying amount of right-of-use assets
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Land | $49,401 | $63,408 |
| Buildings | 223,321 | 204,464 |
| Machinery and equipment | 3,133 | 2,684 |
| Transportation equipment | 3,410 | 4,876 |
| Total | $279,265 | $275,432 |
The significant changes in the Group’s balances of right-of-use assets for the years ended December 31, 2025 and 2024 were $77,791 thousand and $28,108 thousand, respectively.
ii. Lease liabilities
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Lease liabilities | $292,021 | $288,890 |
| Current | $68,905 | $63,594 |
| Non-current | 223,116 | 225,296 |
Please refer to Note 6.(22)D. for the interest on lease liabilities recognized for the years ended December 31, 2025 and 2024 and refer to Note 12.(5) on liquidity risk management for the maturity analysis for lease liabilities.
69
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(b) Amounts recognized in the statement of comprehensive income
Depreciation for right-of-use assets
| 2025 | 2024 | |
|---|---|---|
| Land | $14,007 | $14,007 |
| Buildings | 49,656 | 46,804 |
| Machinery and equipment | - | 391 |
| Transportation equipment | 1,191 | 579 |
| Total | $64,854 | $61,781 |
(c) Profit and losses relating to leasing activities
| 2025 | 2024 | |
|---|---|---|
| The expenses relating to short-term leases | $3,482 | $2,959 |
As at December 31, 2025 and 2024, the portfolio of short-term leases committed at the end of the reporting period was similar to the lease expenses of short-term leases disclosed above.
(d) Cash outflows relating to leasing activities
For the years ended December 31, 2025 and 2024, the Group's total cash outflows for leases amounted to $75,361 thousand and $70,569 thousand, respectively.
(e) Other information relating to leasing activities
i. Variable lease payments
Some of the Group's property rental agreements contain variable payment terms that are linked to certain percentages of sales generated from the leased stores, which is very common in the industry of the Group.
As such variable lease payments do not meet the definition of lease payments, those payments are not included in the measurement of the assets and liabilities. The Group expects that, for every sales increase of $100 thousand for the years ended December 31, 2025 and 2024, the rental payments will increase by $0 to $26 thousand.
ii. Extension and termination options
Some of the Group's property rental agreements contain extension and termination options. In determining the lease terms, the non-cancellable period for which the Group has the right to use an underlying asset, together with both periods covered by an option to extend the lease if the Group is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that option. These options are used to maximize operational flexibility in terms of managing contracts. The majority of extension and termination options held are exercisable only by the Group.
70
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
After the commencement date, the Group reassesses the lease term upon the occurrence of a significant event or a significant change in circumstances that is within the control of the lessee and affects whether the Group is reasonably certain to exercise an option not previously included in its determination of the lease term, or not to exercise an option previously included in its determination of the lease term.
B. The Group as a lessor
Please refer to Note 6.(11) for details on the Group’s owned investment properties. Leases of owned investment properties are classified as operating leases as they do not transfer substantially all the risks and rewards incidental to ownership of underlying assets.
| 2025 | 2024 | |
|---|---|---|
| Lease income for operating leases | ||
| Income relating to fixed lease payments and variable lease payments that depend on an index or a rate | $3,482 | $2,959 |
For operating leases entered by the Group, the undiscounted lease payments to be received and a total of the amounts for the remaining years as at December 31, 2025 and 2024 were as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Not later than one year | $22,607 | $7,276 |
| Later than one year but not later than two years | 18,956 | 1,100 |
| Later than two years but not later than three years | 4,291 | 314 |
| Later than three years but not later than four years | 262 | 314 |
| Later than four years but not later than five years | - | 262 |
| Later than five years | - | - |
| Total | $46,116 | $9,266 |
(21) Summary statement of employee benefits, depreciation and amortization expenses by function during the years ended December 31, 2025 and 2024:
| 2025 | 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| Operating costs | Operating expenses | Non-operating expenses | Total amount | Operating costs | Operating expenses | Non-operating expenses | Total amount | |
| Employee benefits expense | ||||||||
| Salaries | $200,036 | $144,905 | $- | $344,941 | $204,516 | $137,768 | $- | $342,284 |
| Labor and health insurance | 15,642 | 14,330 | - | 29,972 | 15,323 | 12,619 | - | 27,942 |
| Pension | 6,840 | 7,332 | - | 14,172 | 6,745 | 9,662 | - | 16,407 |
| Other employee benefits expense | 8,568 | 6,167 | - | 14,735 | 8,647 | 6,408 | - | 15,055 |
| Depreciation | 166,697 | 66,594 | 3,717 | 237,008 | 156,476 | 62,643 | 3,818 | 222,937 |
| Amortization | - | 7,458 | - | 7,458 | 674 | 6,019 | - | 6,693 |
71
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
According to the Company's Articles of Incorporation, when there is profit in current year, the Company shall set 3% to 10% of the profit as employees' compensation, of which not less than 1.5% shall be allocated to salary adjustments or compensation distributions for non-executive employees. which shall be distributed in shares or cash by the board resolution to employees who meet certain criteria. The Company may set aside no more than 5% of the profit as remuneration to directors and supervisors by resolution. The employees' compensation and remuneration to directors and supervisors should be reported to the shareholders' meeting. However, profit should be used to offset any accumulated deficit prior to the aforementioned compensation and remuneration. Information on the board's resolution regarding the employees' compensation and remuneration to directors and supervisors can be obtained from the "Market Observation Post System" on the website of the TWSE.
For the year ended December 31, 2025, based on the Company's profitability, the employees' compensation and remuneration to directors and supervisors were estimated at 3% and 3%, respectively, and the employees' compensation and remuneration to directors and supervisors amounted to both $198 thousand, which were recognized as employee benefits expense. If the Board of Directors resolves to distribute employees' compensation in shares, the closing price on the day before the date of the Board's resolution is used as the basis for calculating the number of shares to be distributed. On March 6, 2026, the Board of Directors resolved to distribute employees' compensation and remuneration to directors and supervisors for the year ended December 31, 2025 both in the amount of $198 thousand in cash, which were not materially different from the amount recorded as expenses in the financial statements for the year ended December 31, 2025.
(22) Non-operating income and expenses
A. Interest income
Financial assets measured at amortized cost
| 2025 | 2024 |
|---|---|
| $17,290 | $22,691 |
B. Other income
Rental income
Dividend income
Others
Total
| 2025 | 2024 |
|---|---|
| $24,196 | $19,257 |
| 482 | 79 |
| 27,681 | 28,509 |
| $52,359 | $47,845 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
C. Other gains and losses
| 2025 | 2024 | |
|---|---|---|
| Losses on disposal of property, plant and equipment | $(4,431) | $(16,406) |
| Gains on disposal of investments | 2,142 | 54,355 |
| Foreign exchange (losses) gains, net | (10,654) | 22,095 |
| Impairment losses - goodwill | - | (6,098) |
| Gains (losses) on financial assets at fair value through profit or loss (note) | 8,144 | 3,308 |
| Others | (6,507) | (5,193) |
| Total | $(11,306) | $52,061 |
Note: The balances arose from financial assets mandatorily measured at fair value through profit or loss.
D. Finance costs
| 2025 | 2024 | |
|---|---|---|
| Interest on bank borrowings | $42,740 | $37,954 |
| Interest on lease liabilities | 6,963 | 7,360 |
| Total finance costs | $49,703 | $47,207 |
(23) Components of other comprehensive income (loss)
For the year ended December 31, 2025
| Arising during the period | Reclassification adjustments during the period | Other comprehensive income (loss), before tax | Income tax relating to components of other comprehensive income (expense) | Other comprehensive income (loss), net of tax | |
|---|---|---|---|---|---|
| Not to be reclassified to profit or loss in subsequent periods: | |||||
| Remeasurement of defined benefit plans | $1,503 | $- | $1,503 | $- | $1,503 |
| Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income | 9,447 | - | 9,447 | - | 9,447 |
| Share of other comprehensive income of associates and joint ventures accounted for using the equity method | (1,103) | - | (1,103) | - | (1,103) |
| To be reclassified to profit or loss in subsequent periods: | |||||
| Exchange differences resulting from translating the financial statements of foreign operations | (22,686) | (22,686) | 4,537 | (18,149) | |
| Total | $12,839 | $- | $12,839 | $4,537 | $(8,302) |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
For the year ended December 31, 2024
| Arising during the period | Reclassification adjustments during the period | Other comprehensive income (loss), before tax | Income tax relating to components of other comprehensive income (expense) | Other comprehensive income (loss), net of tax | |
|---|---|---|---|---|---|
| Not to be reclassified to profit or loss in subsequent periods: | |||||
| Remeasurement of defined benefit plans | $3,258 | $- | $3,258 | $- | $3,258 |
| Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income | (3,464) | - | (3,464) | - | (3,464) |
| Share of other comprehensive income of associates and joint ventures accounted for using the equity method | 905 | - | 905 | - | 905 |
| To be reclassified to profit or loss in subsequent periods: | |||||
| Exchange differences resulting from translating the financial statements of foreign operations | (7,397) | - | (7,397) | 1,479 | (5,918) |
| Total | $(6,698) | $- | $(6,698) | $1,479 | $(5,219) |
(24) Income tax
The major components of income tax expense for the years ended December 31, 2025 and 2024 are as follows:
Income tax expense recognized in profit or loss
| 2025 | 2024 | |
|---|---|---|
| Current income tax expense: | ||
| Current income tax charge | $6,299 | $8,518 |
| Adjustments in respect of current income tax of prior periods | 4 | (3,430) |
| Deferred tax expense: | ||
| Deferred tax expense relating to origination and reversal of temporary differences | 5,064 | 8,569 |
| Total income tax expense | $11,367 | $13,657 |
74
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
Income tax related to components of other comprehensive income (loss)
| 2025 | 2024 | |
|---|---|---|
| Deferred tax income: | ||
| Exchange differences resulting from translating the financial statements of foreign operations | $(4,537) | $(1,479) |
| Income tax related to components of other comprehensive income (loss) | $(4,537) | $(1,479) |
The amount of income tax expense and accounting profit multiplied by the applicable income tax rate are adjusted as follows:
| 2025 | 2024 | |
|---|---|---|
| Net profit before tax from continuing operations | $37,666 | $115,049 |
| Income tax payable at the statutory rate applied to the parent company | $7,533 | $23,010 |
| Tax effect of tax-exempted income | (7,241) | (6,734) |
| Tax effect of non-deductible expenses for tax purposes | 2,356 | 307 |
| Tax effect of deferred tax assets/liabilities | (11,051) | 5,900 |
| Corporate income surtax on undistributed retained earnings | 163 | - |
| Effects of different tax rates applicable to individuals operating in other tax jurisdictions | 19,603 | (5,396) |
| Adjustment in respect of current income tax of prior periods | 4 | (3,430) |
| Other adjustments according to the tax law | - | - |
| Total income tax expenses recognized in profit or loss | $11,367 | $13,657 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
Balance of deferred income tax assets (liabilities) related to:
For the year ended December 31, 2025
| Recognized | |||||
|---|---|---|---|---|---|
| Opening balance | Recognized in profit or loss | in other comprehensive income (loss) | From business combinations | Ending balance | |
| Temporary differences | |||||
| Loss allowance for inventory valuation and obsolescence | $694 | (54) | $- | $- | $640 |
| Loss allowance for office supplies valuation and obsolescence | 1,076 | - | - | - | 1,076 |
| Depreciation difference for tax purpose | (81,822) | (7,321) | - | - | (89,143) |
| Unrealized asset impairment losses | 2,831 | (104) | - | - | 2,727 |
| Exchange differences resulting from translating the financial statements of foreign operations | 17,626 | - | 4,537 | - | 22,163 |
| Unrealized foreign exchange gains or losses | (505) | 471 | - | - | (34) |
| Unused tax losses | 22,164 | 501 | - | - | 22,665 |
| Gain recognized in bargain purchase | (3,276) | - | - | - | (3,276) |
| Fair value adjustments resulting from business combination | (12,741) | 1,443 | - | - | (11,298) |
| Deferred tax expenses (income) | $(5,064) | $4,537 | $- | ||
| Net deferred income tax assets (liabilities) | $(53,953) | $(54,480) | |||
| The information presented on the balance sheet is as follows: | |||||
| Deferred tax assets | $44,391 | $49,271 | |||
| Deferred tax liabilities | $(98,344) | $(103,751) |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
For the year ended December 31, 2024
| Recognized in other | |||||
|---|---|---|---|---|---|
| Opening balance | Recognized in profit or loss | comprehensive income (loss) | From business combinations | Ending balance | |
| Temporary differences | |||||
| Loss allowance for inventory valuation and obsolescence | $694 | $- | $- | $- | $694 |
| Loss allowance for office supplies valuation and obsolescence | 1,076 | - | - | - | 1,076 |
| Depreciation difference for tax purpose | (73,792) | (8,030) | - | - | (81,822) |
| Unrealized asset impairment losses | 2,949 | (118) | - | - | 2,831 |
| Exchange differences resulting from translating the financial statements of foreign operations | 16,147 | - | 1,479 | - | 17,626 |
| Unrealized foreign exchange gains or losses | 473 | (978) | - | - | (505) |
| Unused tax losses | 22,065 | 99 | - | - | 22,164 |
| Gain recognized in bargain purchase | (3,276) | - | - | - | (3,276) |
| Fair value adjustments resulting from business combination | (3,419) | 458 | - | (9,780) | (12,741) |
| Deferred tax expenses (income) | $(8,569) | $1,479 | $(9,780) | ||
| Net deferred income tax assets (liabilities) | $(37,083) | $(53,953) | |||
| The information presented on the balance sheet is as follows: | |||||
| Deferred tax assets | $43,405 | $44,391 | |||
| Deferred tax liabilities | $(80,488) | $(98,344) |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
The following table contains information of the unused tax losses of the Group:
U-Tech Media Corporation
| Year | Tax losses for the period | Unused tax losses as at | Expiration year | |
|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | |||
| 2018 | 389,149 | $328,544 | $334,912 | 2028 |
| Total | $328,544 | $334,912 |
Subsidiary - Dollars Cultural & Creative Company Limited
| Year | Tax losses for the period | Unused tax losses as at | Expiration year | |
|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | |||
| 2016 | $3,783 | $- | $- | 2026 |
| 2017 | 4,392 | - | - | 2027 |
| 2018 | 3,216 | 90 | - | 2028 |
| 2019 | 5,275 | 4,135 | 4,219 | 2029 |
| 2021 | 5,878 | 5,878 | 5,878 | 2031 |
| 2023 | 52 | 52 | 52 | 2033 |
| 2024 | 43,577 | 43,577 | 43,577 | 2034 |
| 2025 | 55,164 | 55,164 | - | 2035 |
| Total | $118,896 | $53,726 |
Subsidiary - Ikari Coffee Co., Ltd.
| Year | Tax losses for the period | Unused tax losses as at | Expiration year | |
|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | |||
| 2016 | $22,133 | $22,133 | $22,133 | 2026 |
| 2017 | 9,350 | 9,350 | 9,350 | 2027 |
| 2018 | 8,598 | 8,598 | 8,598 | 2028 |
| 2019 | 22,669 | 22,669 | 22,669 | 2029 |
| 2020 | 42,499 | 42,499 | 42,499 | 2030 |
| 2021 | 29,614 | 29,614 | 29,614 | 2031 |
| 2022 | 30,931 | 30,932 | 30,932 | 2032 |
| 2023 | 18,657 | 18,657 | 18,657 | 2033 |
| 2024 | 13,003 | 13,003 | 13,003 | 2034 |
| 2025 | 512 | 512 | - | 2035 |
| Total | $197,967 | $197,455 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
Subsidiary - ShokuRaku Corporation
| Year | Tax losses for the period | Unused tax losses as at | Expiration year | |
|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | |||
| 2021 | $139 | $139 | $139 | 2031 |
| 2022 | 7,457 | 7,457 | 7,457 | 2032 |
| 2023 | 958 | 958 | 958 | 2033 |
| 2024 | 4,299 | 4,299 | 4,299 | 2034 |
| 2025 | 5,636 | 5,636 | - | 2035 |
| Total | $18,489 | $12,853 |
Subsidiary - Jingle Hot Pot Corporation
| Year | Tax losses for the period | Unused tax losses as at | Expiration year | |
|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | |||
| 2023 | $5,645 | $5,645 | $5,645 | 2033 |
| 2024 | 12,751 | 12,751 | 12,751 | 2034 |
| 2025 | 4,596 | 4,596 | - | 2035 |
| Total | $22,992 | $18,396 |
Subsidiary - RitFast Corporation
| Year | Tax losses for the period | Unused tax losses as at | Expiration year | |
|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | |||
| 2015 | 202,405 | $- | 202,405 | 2025 |
| 2016 | 168,792 | 168,792 | 168,792 | 2026 |
| 2017 | 160,907 | 160,906 | 160,906 | 2027 |
| 2018 | 381,544 | 381,543 | 381,544 | 2028 |
| 2019 | 52,311 | 52,311 | 52,311 | 2029 |
| 2020 | 5,294 | 5,294 | 5,294 | 2030 |
| 2021 | 1,182 | 1,182 | 1,182 | 2031 |
| Total | $770,028 | $972,434 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
Subsidiary – Ricare Corporation
| Year | Tax losses for the period | Unused tax losses as at | Expiration year | |
|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | |||
| 2017 | $5,080 | $2,829 | $5,080 | 2027 |
| 2018 | 5,263 | 5,263 | 5,263 | 2028 |
| 2019 | 2,092 | 2,092 | 2,092 | 2029 |
| 2020 | 2,520 | 2,520 | 2,520 | 2030 |
| 2021 | 5,204 | 5,204 | 5,204 | 2031 |
| 2022 | 9,452 | 9,452 | 9,452 | 2032 |
| 2023 | 6,970 | 6,970 | 6,970 | 2034 |
| Total | $34,330 | $36,581 |
Unrecognized deferred tax assets
As of December 31, 2025 and 2024, the Group’s unrecognized deferred tax assets totaled $338,730 thousand and $324,821 thousand, respectively.
The assessment of income tax returns
As of December 31, 2025, the assessment of the income tax returns of the Company and its domestic subsidiaries was as follows:
| The assessment of income tax returns | |
|---|---|
| The Company | Assessed and approved up to 2023 |
| Subsidiary - Dollars Cultural & Creative Company Limited | Assessed and approved up to 2023 |
| Subsidiary - Ikari Coffee Co., Ltd. | Assessed and approved up to 2023 |
| Subsidiary - Chao Fu Co., Ltd. | Assessed and approved up to 2023 |
| Subsidiary - Formosa Sun Energy Corporation | Assessed and approved up to 2023 |
| Subsidiary - RITEK Solar CORP. | Assessed and approved up to 2023 |
| Subsidiary - RitFast Corporation | Assessed and approved up to 2023 |
| Subsidiary - Ricare Corporation | Assessed and approved up to 2023 |
| Subsidiary - ShokuRaku Corporation | Assessed and approved up to 2023 |
| Subsidiary - Jingle Hot Pot Corporation | Assessed and approved up to 2023 |
(25) Earnings per share
Basic earnings per share 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.
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
Diluted earnings per share are calculated by dividing the net profit attributable to ordinary equity holders of the parent entity (after adjusting for interest on convertible bonds) 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.
| 2025 | 2024 | |
|---|---|---|
| A. Basic earnings per share | ||
| Profit attributable to ordinary equity holders of the parent entity (in thousands) | $6,622 | $84,839 |
| Weighted average number of ordinary shares outstanding for basic earnings per share (in thousands) | 154,984 | 154,222 |
| Basic earnings per share (in $) | $0.04 | $0.55 |
| B. Diluted earnings per share | ||
| Profit attributable to ordinary equity holders of the parent entity (in thousands) | $6,622 | $84,839 |
| Weighted average number of ordinary shares outstanding for basic earnings per share (in thousands) | 154,984 | 154,222 |
| Effect of dilution: | ||
| Employees’ compensation - stock (in thousands) | 45 | 287 |
| Weighted average number of ordinary shares outstanding after dilution (in thousands) | 155,029 | 154,509 |
| Diluted earnings per share (in $) | $0.04 | $0.55 |
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.
(26) Business combinations
Acquisition of Ricare Corporation
On 1 February 2024, the Company conducted a capital increase with 9,000 thousand common shares issued and $25,000 thousand in cash, in exchange of 6,500 shares held by the shareholders of Ricare Corporation, with the shareholding ratio being 80.77%. Ricare Corporation is based in Taiwan, specializing in the long-term care planning and consulting services. The Company has acquired Ricare Corporation because it significantly promotes the diversified development of the Group.
81
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
The Company has elected to measure the non-controlling interest in the acquiree at fair value.
The fair value of the identifiable assets and liabilities of Ricare Corporation as at the date of acquisition were:
| Fair value recognized on the acquisition date | |
|---|---|
| Assets | |
| Cash and cash equivalents | $69,696 |
| Accounts receivables | 32,745 |
| Prepayments | 1,260 |
| Other current assets | 1,824 |
| Financial assets at fair value through other comprehensive income | |
| - non-current | 2,216 |
| Property, plant and equipment | 7,367 |
| Right-of-use assets | 41,046 |
| Intangible assets | 52,222 |
| Other non-current assets | 8,785 |
| Subtotal | 217,161 |
| Liabilities | |
| Contract liabilities - current | 196 |
| Other payables | 16,267 |
| Current tax liabilities | 3,448 |
| Lease liabilities | 43,706 |
| Other current liabilities | 9,079 |
| Deferred tax liabilities | 9,780 |
| Other non-current liabilities | 991 |
| Subtotal | 83,467 |
| Identifiable net assets | $133,694 |
| Goodwill of Ricare Corporation is as follows: | |
| Purchase consideration | $160,000 |
| Add: shares held at fair value | 98,462 |
| Add: non-controlling interests at fair value | 25,709 |
| Less: identifiable net assets at fair value | (133,694) |
| Goodwill | $150,477 |
The goodwill comprises the value of expected synergies arising from the acquisition, revenue growth, future market development, and employee value. However, these benefits do not meet the criteria for recognition as intangible assets, and therefore are not recognized separately.
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
Cash flow analysis for acquisition:
| Cash transaction cost of acquisition | $25,000 |
|---|---|
| Net cash received from subsidiary- Ricare Corporation | (4,028) |
| Transaction costs attributable to the issuance of shares | 27,954 |
| Net cash outflow from acquisition | $48,926 |
The purchase consideration for the acquisition of Ricare Corporation is $258,462 thousand, and the full consideration has been paid in February, 2025.
The net asset amount recognized in the financial statements as of June 30, 2024, is measured by provisional fair value. The Company has sought an independent appraisal for the assets held by Ricare Corporation. The assessment of the aforementioned intangible assets has been completed. The results indicated that their fair value on the acquisition date was $48,902 thousand, increasing by $48,902 thousand in comparison with the provisional assessment. This resulted in an increase in deferred tax liabilities by $9,780 thousand and a reduction in non-controlling interests by $35,830 thousand, which correspondingly reduced goodwill by $26,182 thousand. Therefore, the goodwill arising from the acquisition is $150,477 thousand.
The valuation of the fair value was completed in the fourth quarter of 2024 and showed that the fair value at the date of acquisition was in the amount of $42,442 thousand, an decrease of $34,639 compared to the provisional value.
The comparative information of the Company for the period from January 1 to December 31, 2024 has been retrospectively adjusted as set forth below to reflect the aforementioned increase in amounts.
The fair value adjustment at the date of acquisition below:
| Provisional fair value | Differences adjustment | Fair value after measurement | |
|---|---|---|---|
| Asset | |||
| Intangible assets | $83,846 | $(31,624) | $52,222 |
| Subtotal | 83,846 | (31,624) | 52,222 |
| Liabilities | |||
| Deferred income tax liabilities | 6,765 | 3,015 | 9,780 |
| Subtotal | 6,765 | 3,015 | 9,780 |
| Identifiable net assets | $77,081 | $(34,639) | $42,442 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
The adjustment indicated that goodwill decreasing by $26,182 thousand in comparison with the provisional assessment by $176,659 thousand, the goodwill arising from the acquisition is $150,477 thousand, the amount changes are listed below:
| Provisional fair value | Differences adjustment | Remeasurements of the fair value | |
|---|---|---|---|
| Purchase consideration | $160,000 | $- | $160,000 |
| Add: shares held at fair value | 98,462 | - | 98,462 |
| Add: non-controlling interests at fair value | 61,539 | (35,830) | 25,709 |
| Less: identifiable net assets at fair value | (143,342) | 9,648 | (133,694) |
| Goodwill | $176,659 | $(26,182) | $150,477 |
(27) Changes in the Group’s ownership interests in subsidiaries
Acquisition of issued shares of subsidiaries
On December 26, 2024, the Group resolved to acquire the remaining equity interest in RitFast Technology Co., Ltd. Subsequently, the Group acquired 5 thousand shares and 267 thousand shares on January 16, 2025 and May 7, 2025, respectively, representing increases of 0.01% and 0.81% in its equity interest. The cash consideration paid to the non-controlling interest shareholders amounted to $150 thousand and $8,013 thousand, respectively. The carrying amount of the net assets of RitFast Corporation was $357,451 thousand. The additional equity interests acquired in RitFast Corporation resulted in the following changes in non-controlling interests:
Cash consideration paid to non-controlling shareholders $8,163
Increase (Decrease) to non-controlling interests (3,016)
Difference recognized in capital surplus within equity $(5,147)
On June 13, 2025, the Group acquired the remaining 84 thousand shares of Foodspace Corporation, thereby increasing its equity interest by 8%. The cash consideration paid to the non-controlling interest shareholders amounted to $299 thousand, and the carrying amount of the net assets of Foodspace Corporation was $3,793 thousand. The additional equity interest acquired in Foodspace Corporation resulted in the following change in non-controlling interests:
Cash consideration paid to non-controlling shareholders $299
Increase (Decrease) to non-controlling interests (309)
Difference recognized in capital surplus within equity $(10)
84
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
Acquisition of new shares in a subsidiary not in proportionate to shareholding ratio
Ricare Corporation issued new shares on May 31, 2024. The Group purchased all of the new shares of Ricare Corporation and increased its shareholding ratio by 1.74%. The Group acquired additional capital in the amount of $0 thousand, and the carrying amount of net assets (originally acquired and excluding goodwill) of Ricare Corporation was $602,009 thousand. The increase in the Group's equity in Ricare Corporation including non-controlling interests, was as follows:
| Additional cash received from the issuance of new shares | $- |
|---|---|
| Increase to non-controlling interests | (55) |
| Difference recognized in capital surplus within equity | $(55) |
Ikari Coffee Co., Ltd. issued new shares on June 26, 2024. The Group purchased all of the new shares of Ikari Coffee Co., Ltd. and increased its shareholding ratio by 1.87%. The Group acquired additional capital in the amount of $0 thousand, and the carrying amount of net assets of Ikari Coffee Co., Ltd. was $23,514 thousand. The increase in the Group's equity in Ikari Coffee Co., Ltd., including non-controlling interests, was as follows:
| Additional cash received from the issuance of new shares | $- |
|---|---|
| Increase to non-controlling interests | (845) |
| Difference recognized in capital surplus within equity | $(845) |
Jingle Hot Pot Corporation issued new shares on October 11, 2024. The Group purchased part of the new shares of Jingle Hot Pot Corporation and decreased its shareholding ratio by 7.9%. The Group acquired additional capital in the amount of $0 thousand, and the carrying amount of net assets of Jingle Hot Pot Corporation was $11,217 thousand. The increase in the Group's equity in Jingle Hot Pot Corporation, including non-controlling interests, was as follows:
| Additional cash received from the issuance of new shares | $- |
|---|---|
| Increase to non-controlling interests | (1,076) |
| Difference recognized in capital surplus within equity | $(1,076) |
Ricare Corporation issued new shares on June 4, 2025, which were fully subscribed by the Group, resulting in an increase of 2.43% in equity. The cash paid by the Group for the capital increase was $0. The net book value of Ricare Corporation's net assets was $610,381 thousand. The additional related interests acquired in Ricare Corporation include the increase (decrease) in non-controlling interests as follows:
| Additional cash received from the issuance of new shares | $- |
|---|---|
| Increase to non-controlling interests | (303) |
| Difference recognized in capital surplus within equity | $(303) |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
K.K. RICARE JAPAN issued new shares on June 20, 2025. The Group purchased part of the new shares of which the Group subscribed to 1,350 shares, resulting in a decrease of 22.52% in equity. The cash paid by the Group for the capital increase was $125,580 thousand. The net book value of K.K. RICARE JAPAN's net assets was $536,495 thousand. The additional related interests acquired in K.K. RICARE JAPAN include the increase in non-controlling interests as follows:
| Additional cash received from the issuance of new shares | $125,580 |
|---|---|
| Increase to non-controlling interests | (121,910) |
| Difference recognized in capital surplus within equity | $3,670 |
7. Related Party Transactions
Information of the related parties that had transactions 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 |
|---|---|
| Ritek Corporation | Associate (Note 1) |
| RiTdisplay Corporation | Associate |
| ProRit Corporation | Associate |
| Ricare Corporation | Subsidiary (Note 2) |
| Bircle international Trading Limited | Subsidiary (Note 3) |
| AimCore Technology Co., Ltd. | Investment accounted for using the equity method |
| Ritwin Corporation | The Company’s chairman is the same as the director of the company |
| Welltech Energy Inc. | The Company’s chairman is the same as the director of the company |
| Kunshan Kunloi Trading Co., Ltd. | Subsidiary of the Company’s Associate |
| Advanced Media Inc. | Subsidiary of the Company’s Associate |
| RITEK VIETNAM CO.LTD | Subsidiary of the Company’s Associate |
| Rih Rih Sin Company | The subsidiary’s director and person in charge are the same individual. |
| Newrit Asset Co.,Ltd. | Same chairman as the Company |
| FINESIL TECHNOLOGY INC. | Same chairman as the Company |
| Ritek Foundation | The Company’s chairman is the same as the director of the company |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
| Name of the related parties | Nature of relationship of the related parties |
|---|---|
| Ink Design Space Co., Ltd. | chairman of the foundation |
| The Company’s chairman is the same as the director of the foundation | |
| Universe-Cloud Central Kitchen Co., Ltd. | Same chairman as the Company’s subsidiary |
| VG The Seafood Bar Co.,Ltd. | Same chairman as the Company’s subsidiary |
| SpeedRun Co.,Ltd. | Same chairman as the Company’s subsidiary |
| Li De An Co., Ltd. | Same director as the Company’s subsidiary (Note 5) |
| Technology Island Management Consulting Co., Ltd. | Same director as the Company’s subsidiary (Note 5) |
| Yi International Co., Ltd. | Same director as the Company’s subsidiary |
| Tongan Co.,Ltd. | Same director as the Company’s subsidiary |
| Tongan Zhongshan Co.,Ltd. | Same director as the Company’s subsidiary |
| Tongan Shuanghe Co.,Ltd. | Same director as the Company’s subsidiary |
| Tongan Zhongyi Co.,Ltd. | Same director as the Company’s subsidiary |
| Big Brother Investment Co., Ltd. | Same director as the Company’s subsidiary |
| VG Cafe | The Subsidiary’s director is the same as the chairman of the partnership |
| Leading Edge Limited | The subsidiary’s supervisor and person in charge are the same individual. |
| AI Investments Limited | The reinvestment company of the Company’s related party |
| Social welfare corporation Hakuyukai | The reinvestment company of the Company’s related party |
| Li, Po-Heng | The former key management personnel of the Company’s subsidiary (Note 4) |
Note 1: Ritek Corporation failed to obtain a majority of the board seats in the third quarter of 2024. Therefore, Ritek Corporation lost the substantial control over the Company and is no longer the parent company of the Company.
Note 2: As from February 1, 2024, the entity has been a subsidiary of the Company.
Note 3: As from November 1, 2024, the entity has been a subsidiary of the Company.
Note 4: Serving as the key management personnel of the Company’s subsidiary before February 14, 2024.
Note 5: The directors of the Company's subsidiary are the same as the chairman of the company before July 8, 2025.
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
Significant transactions with the related parties
(1) Sales
| 2025 | 2024 | |
|---|---|---|
| Subsidiary | $- | $21 |
| Associates | 6,065 | 7,880 |
| Other related parties | 75,104 | 70,429 |
| Total | $81,169 | $78,330 |
The sales price to the above related parties was determined through mutual agreement based on the market rates. The collection period for domestic sales to related parties was month-end 90 days, while the terms for overseas sales were approximately 90-120 days from FOB shipping point. The collection period for third party domestic sales was month-end 30-150 days, while the terms for overseas sales were 30-150 days from FOB shipping point. The outstanding balances as at December 31, 2025 and 2024 were unsecured, non-interest bearing and must be settled in cash. The receivables from the related parties were not guaranteed.
(2) Purchases
| 2025 | 2024 | |
|---|---|---|
| Subsidiary | $- | $29 |
| Associate | 1,753 | 8,163 |
| Other related parties | 391 | - |
| Total | $2,144 | $8,192 |
The purchase price to the above related parties was determined through mutual agreement based on the market rates. The payment terms from the related party suppliers were comparable with third party suppliers and were between 1-4 months.
(3) Accounts receivable - related parties, net
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Associates | ||
| Ritek Corporation | 1,645 | 571 |
| RiTdisplay Corporation | 85 | 1 |
| Other related parties | ||
| AimCore Technology Co., Ltd. | - | 2,322 |
| Ritek Foundation | 3,786 | 2,013 |
| Tongan Co.,Ltd. | 1,229 | - |
| Tongan Zhongshan Co.,Ltd. | 1,286 | - |
| Tongan Shuanghe Co.,Ltd. | 1,158 | - |
| Social welfare corporation Hakuyukai | 1,716 | - |
| Others | 466 | 9 |
| Net | $11,371 | $4,916 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(4) Other current assets (non-financing)
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Associates | ||
| Ritek Corporation | $48 | $46 |
| Other related parties | ||
| Others | 1,133 | - |
| Total | $1,181 | $46 |
(5) Accounts payable - related parties
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Associates | ||
| Total | $39 | $4,937 |
(6) Other payables - related parties (non-financing)
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Associate | ||
| Ritek Corporation | $198 | $481 |
| RiTdisplay Corporation | - | 13,928 |
| Other related parties | ||
| Newrit Asset Co.,Ltd. | 56 | 19,999 |
| Aimcore Technology Co., Ltd. | 5 | 55,071 |
| Others | 798 | 578 |
| Total | $1,057 | $90,057 |
(7) Other current liabilities
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Associates | ||
| Ritek Corporation | $3,376 | $16 |
| RiTdisplay Corporation | - | 27 |
| Other related parties | ||
| Welltech Energy Inc. | - | 10 |
| Total | $3,376 | $53 |
89
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(8) Property transactions
Property, plant and equipment
Assets of related parties acquired by the Group
| Account details | 2025 | 2024 | |
|---|---|---|---|
| Associates | |||
| Ritek Corporation | House and Bildings | $44 | $- |
| Machinery equipment | 126 | - | |
| Leasehold improvement | - | 32 | |
| RiTdisplay Corporation | Machinery equipment | - | 66,914 |
| Other related parties | |||
| Finesil Technology Inc. | Transportation equipment | - | 143 |
| Aimcore Technology Co., Ltd. | Machinery equipment | - | 65,000 |
| Newrit Asset Co.,Ltd. | Machinery equipment | 17,524 | 23,610 |
| Ink Design Space Co., Ltd. | |||
| Leasehold improvement | 3,969 | 5,033 | |
| Construction in progress | 3,704 | 1,794 | |
| Others | Transportation equipment | 29 | - |
| Catering equipment | 708 | - | |
| Leasehold improvement | 1,342 | - | |
| Machinery equipment | 764 | - | |
| Total | $28,210 | $162,526 |
Assets disposed of by the Group to related parties
| Account details | 2025 | 2024 | |
|---|---|---|---|
| Associate | |||
| RiTdisplay Corporation | Office equipment and Other equipment | $- | $1 |
| Other related parties | |||
| Ritek Foundation | Miscellaneous equipment | - | 183 |
| Li, Po-Heng | Transportation equipment | - | 150 |
| Total | $- | $334 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
Equity trading
On January 31, 2024, the Group sold Shine Services Inc. to the associate of the Group’s ultimate parent company, Advanced Media Inc., at a price of 157 thousand. The equity transaction was completed and paid on February 1, 2024, thereby losing control over Shine Services Inc.
On July 25, 2024, the Group acquired shares of Bircle international Trading Limited from to the ultimate parent company, Ritek Corporation, in the amount of 1,014 thousand. The Group made full payment on that date.
On June 13, 2025, the Group repurchased the equity interests in Foodspace Corporation from related parties, namely Li De An Co., Ltd. and Technology Island Management Consulting Co., for a total cash consideration of $299 thousand. The consideration was settled in full on the same date, resulting in the Group’s ownership interest in Foodspace Corporation increasing to 100%. Foodspace Corporation completed the liquidation process on September 9, 2025.
(9) Operating costs
| Account details | 2025 | 2024 | |
|---|---|---|---|
| Subsidiary Associates | Miscellaneous fees | $- | $159 |
| Repairment and maintenance expense and miscellaneous fees | 845 | 742 | |
| Other related parties | Utilities expense and miscellaneous fees | 1,246 | 764 |
| Total | $2,091 | $1,665 |
(10) Operating expenses
| Account details | 2025 | 2024 | |
|---|---|---|---|
| Subsidiary Associates | Miscellaneous fees | $- | $138 |
| Professional service fees, repairment and maintenance expenses and miscellaneous fees | 3,944 | 7,568 | |
| Other related parties | Utilities expense, donations and miscellaneous fees | 14,133 | 11,464 |
| Total | $18,077 | $19,170 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(11) Lease - related parties
Rental income
| Account details | 2025 | 2024 | |
|---|---|---|---|
| Subsidiaries | Buildings | $- | $96 |
| Associates | Buildings | 900 | 6 |
| Other related parties | Buildings | 12 | - |
| Total | $912 | $102 |
The lease term and rent collection method are based on the contract. Generally, the lease term was 2 to 3.7 years, and the rent was mainly charged on a monthly basis.
Rental expenses
| Account details | 2025 | 2024 | |
|---|---|---|---|
| Associate | Buildings | $500 | $846 |
| Other related party | Buildings and Miscellaneous equipment | 9,021 | 7,371 |
| Total | $9,521 | $8,217 |
The lease term and rent collection method are based on the contract. Generally, the lease term was 2.5 years, and the rent was mainly charged on a monthly basis.
(12) Non-operating income and expenses - other income
| 2025 | 2024 | |
|---|---|---|
| Associate | $568 | $548 |
| Other related parties | 2,851 | 1,401 |
| Total | $3,419 | $1,949 |
(13) Key management personnel compensation
| 2025 | 2024 | |
|---|---|---|
| Short-term employee benefits | $31,789 | $35,560 |
| Post-employment benefits | 569 | 592 |
| Total | $32,358 | $36,152 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
8. Assets Pledged as Security
The following table lists assets of the Group pledged as security:
| Items | Carrying amount | Secured liabilities | |
|---|---|---|---|
| December 31, 2025 | December 31, 2024 | ||
| Financial assets measured at amortized cost (including non-current) | $176,900 | $176,824 | Lease deposits, tariff bonds, long-term borrowings, undertaking collateral and trust property funds |
| Financing lease payments receivable (including non-current) | 33,286 | 36,457 | Long-term borrowings and undertaking collateral |
| Property, plant and equipment - land and buildings | 677,233 | 683,233 | Long-term borrowings |
| Property, plant and equipment - machinery equipment | 1,487,780 | 1,575,496 | Short-term notes and bills payable, long-term borrowings and undertaking collateral |
| Total | $2,375,199 | $2,472,010 |
9. Commitments and Contingencies
(a) The issued guarantee notes are as follows:
| Currency | December 31, 2025 | Applications |
|---|---|---|
| NTD | $3,648,288 | Long-term and short-term borrowings, letter of credit loans, commercial paper and financial instruments transactions |
| USD | 1,698 |
(b) The option premium contracts signed by the Group for the production of CD-Audio, VIDEO CD DISC and DVD DISCS are listed below:
| Object | Items | Contract period | Royalty calculation method |
|---|---|---|---|
| Company A | DVD DISCS technical license | January 1, 2001 onwards | Quantity of products sold according to the contracted specifications |
| Company B | DVD DISCS technical license | June 1, 2001 onwards | Quantity of products sold according to the contracted specifications |
| Company C | DVD DISCS technical license | From July 1, 2004 to October 1, 2029 | Quantity of products sold according to the contracted specifications |
| Company D | BD ROM DISCS technical license | December 1, 2012 onwards | Quantity of products sold according to the contracted specifications |
| Company E | BD ROM DISCS technical license | January 1, 2011 onwards | Quantity of products sold according to the contracted specifications |
| Company F | BD ROM DISCS technical license | March 12, 2014 onwards | Quantity of products sold according to the contracted specifications |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(c) The amounts guaranteed by banks for the Group’s import of raw materials are listed below:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Imported material guarantee | $3,000 | $3,000 |
10. Losses due to Major Disasters
None.
11. Significant Subsequent Events
None.
12. Others
(1) Categories of financial instruments
Financial assets
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Financial assets at fair value through profit or loss: | ||
| Mandatorily measured at fair value through profit or loss | $15,500 | $151,196 |
| Financial assets at fair value through other comprehensive income | 193,935 | 94,638 |
| Financial assets measured at amortized cost: | ||
| Cash and cash equivalents (excluding the cash on hand) | 1,466,936 | 1,217,861 |
| Financial assets measured at amortized cost | 176,900 | 176,824 |
| Notes receivable | 381 | 807 |
| Accounts receivable (including related parties) | 123,521 | 130,474 |
| Financing lease payments receivable (including non-current) | 33,286 | 36,457 |
| Other receivables (recorded as other current assets) | 4,537 | 5,134 |
| Subtotal | 1,805,561 | 1,567,557 |
| Total | $2,014,996 | $1,813,391 |
94
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
Financial liabilities
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Financial liabilities at amortized cost: | ||
| Short-term borrowings | $223,759 | $246,962 |
| Notes payable | 3,034 | 3,496 |
| Accounts payable (including related parties) | 44,143 | 41,265 |
| Other payables (including related parties) | 171,781 | 248,696 |
| Long-term borrowings (including due within one year) | 1,832,518 | 1,608,087 |
| Lease liabilities | 292,021 | 288,890 |
| Total | $2,567,256 | $2,437,396 |
(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 the 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 the interdependencies between risk variables into account.
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.
95
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
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 USD and JPY. The information of the sensitivity analysis is as follows:
A. When NTD strengthens/weakens against USD by 1%, the profit for the years ended December 31, 2025 and 2024 is decreased/increased by $1,836 thousand and $3,172 thousand, respectively, the equity is decreased/increased by $1,836 thousand and $3,172 thousand, respectively.
B. When NTD strengthens/weakens against JPY by 1%, the profit for the years ended December 31, 2025 and 2024 is decreased/increased by $5,415 thousand and $3,125 thousand, respectively, the equity is decreased/increased by $5,415 thousand and $3,125 thousand, respectively.
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. 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, including investments and borrowings with variable interest rates. 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 $1,884 thousand and $1,678 thousand, respectively.
96
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
Equity price risk
The fair value of the Group’s listed and unlisted equity securities is 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.
At the reporting date, a change of 1% in the price of the listed equity securities measured at fair value through profit or loss could increase/decrease the Group’s profit for the years ended December 31, 2025 and 2024 by $155 thousand and $1,512 thousand, respectively.
At the reporting date, a change of 1% in the price of the listed companies stocks classified as equity instrument investments measured at fair value through other comprehensive income could have an effect of $1,113 thousand and $32 thousand on the equity attributable to the Group for the years ended December 31, 2025 and 2024, respectively.
Please refer to Note 12.(9) for sensitivity analysis information of other equity instruments or derivatives that are linked to such equity instruments whose fair value measurement is categorized under Level 3.
(4) Credit risk management
Credit risk is the risk that a counterparty will not meet its obligations under a contract, leading to a financial loss. The Group is exposed to credit risk from operating activities (primarily for accounts and notes receivable and financing lease payments receivable) and from its financing activities, including bank deposits and other financial instruments.
Credit risk is managed by each business unit subject to the Group’s established policy, procedures and control relating to credit risk management. Credit limits are established for all counter parties based on their financial position, rating from credit rating agencies, historical experience, prevailing economic condition and the Group’s internal rating criteria etc. Certain counter parties’ credit risk will also be managed by taking credit enhancing procedures, such as requesting for prepayment.
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U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
As of December 31, 2025 and 2024, trade receivables from top ten customers accounted for 72% and 78% respectively of the total trade receivables of the Group. The credit concentration risk of other trade receivables is insignificant as well.
Credit risk from balances with banks, fixed income securities and other financial instruments is managed by the Group's treasury in accordance with the Group's policy. The Group only transacts with counterparties approved by the internal control procedures, which are banks and financial institutions, companies and government entities with good credit rating. Consequently, there is no significant credit risk for these counter parties.
The Group adopted IFRS 9 to assess the expected credit losses. Except for trade receivables, the remaining debt instrument investments which are not measured at fair value through profit or loss, low credit risk for these investments is a prerequisite upon acquisition and by using their credit risk as a basis for the distinction of categories.
The Group makes an assessment at each reporting date as to whether the debt instrument investments are still considered low credit risk, and then further determines the method of measuring the loss allowance and the loss rates.
Financial assets are written off when there is no realistic prospect of future recovery (the issuer or the debtor is in financial difficulties or bankruptcy).
When the credit risk on debt instrument investment has increased, the Group will dispose that investment in order to minimize the credit losses. When assessing the expected credit losses, the evaluation of the forward-looking information (available without undue cost and effort) is mainly based on the macroeconomic information and the credit loss ratio is further adjusted if there is significant impact from forward-looking information.
(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, highly liquid equity investments and bank borrowings. 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 at the end of the reporting period.
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U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
Non-derivative financial liabilities
| Less than | |||||
|---|---|---|---|---|---|
| 1 year | 2-3 years | 4-5 years | > 5 years | Total | |
| December 31, 2025 | |||||
| Borrowings | $547,494 | $720,652 | $1,449,179 | $75,162 | $2,792,487 |
| Trade and other payables | 218,958 | - | - | - | 218,958 |
| Lease liabilities | 74,819 | 103,488 | 49,363 | 90,029 | 317,699 |
| Less than | |||||
| 1 year | 2-3 years | 4-5 years | > 5 years | Total | |
| December 31, 2024 | |||||
| Borrowings | $573,994 | $703,310 | $454,621 | $180,414 | $1,912,339 |
| Trade and other payables | 293,457 | - | - | - | 293,457 |
| Lease liabilities | 64,654 | 100,184 | 51,203 | 102,169 | 318,210 |
(6) Reconciliation of liabilities arising from financing activities
Reconciliation of liabilities for the year ended December 31, 2025:
| Long-term borrowings | ||||||
|---|---|---|---|---|---|---|
| Short-term borrowings | Short-term notes and bills payable | (including due within one year) | Other liabilities | Leases liabilities | Total liabilities from financing activities | |
| January 1, 2025 | $246,962 | $- | $1,608,087 | $6,545 | $288,890 | $2,150,484 |
| Cash flows | (19,019) | - | 220,247 | (349) | (71,879) | 129,000 |
| Amortization of interest expense | - | - | - | - | 6,963 | 6,963 |
| Non-cash changes | - | - | - | - | 68,047 | 68,047 |
| Acquisitions through business combinations | - | - | - | - | - | - |
| December 31, 2025 | $227,943 | $- | $1,828,334 | $6,196 | $292,021 | $2,354,494 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
Reconciliation of liabilities for the year ended December 31, 2024:
| Short-term borrowings | Short-term notes and bills payable | Long-term borrowings (including due within one year) | Other liabilities | Leases liabilities | Total liabilities from financing activities | |
|---|---|---|---|---|---|---|
| January 1, 2024 | $161,633 | $- | $1,488,900 | $6,434 | $278,192 | $1,935,159 |
| Cash flows | 85,329 | - | 119,187 | (820) | (67,610) | 136,086 |
| Amortization of interest expense | - | - | - | - | 7,360 | 7,360 |
| Non-cash changes | - | - | - | - | 23,372 | 23,372 |
| Acquisitions through business combinations | - | - | - | 931 | 47,576 | 48,507 |
| December 31, 2024 | $246,962 | $- | $1,608,087 | $6,545 | $288,890 | $2,150,484 |
(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 and other receivables, restricted assets and trade and other payables 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 and bonds etc.) at the reporting date.
(c) Fair value of equity instruments without market quotations are estimated using the market method valuation techniques based on parameters such as prices based on market transactions of equity instruments of identical or comparable entities and other relevant information.
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Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(d) Fair value of debt instruments without market quotations, bank loans 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.
B. Fair value of financial instruments measured at amortized cost
The Group's financial assets and liabilities measured at amortized cost whose carrying amount approximate their fair value.
C. Fair value measurement hierarchy for financial instruments
Please refer to Note 12.(9) for fair value measurement hierarchy for financial instruments of the Group.
(8) Derivative financial instruments
As of December 31, 2025 and 2024, the Group did not hold any derivative instruments that not qualified for hedge accounting and not yet settled.
(9) 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
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.
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U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
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:
December 31, 2025
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial assets: | ||||
| Financial assets at fair value through profit or loss | ||||
| Stocks | $15,500 | $- | $- | $15,500 |
| Funds | - | - | - | - |
| Financial assets at fair value through other comprehensive income | ||||
| Equity instrument measured at fair value through other comprehensive income | 111,329 | - | 82,606 | 193,935 |
December 31, 2024
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial assets: | ||||
| Financial assets at fair value through profit or loss | ||||
| Stocks | $- | $- | $- | $- |
| Funds | 151,196 | - | - | 151,196 |
| Financial assets at fair value through other comprehensive income | ||||
| Equity instrument measured at fair value through other comprehensive income | 3,164 | - | 91,474 | 94,638 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
Transfers between Level 1 and Level 2 during the period
During the years ended December 31, 2025 and 2024, there were no transfers between Level 1 and Level 2 fair value measurements.
Details of changes in the third level of the measured at fair value on a recurring basis
Reconciliation for fair value measurements in Level 3 of the fair value hierarchy for movements during the period is as follows:
| At fair value through other comprehensive income | |
|---|---|
| Stocks | |
| Beginning balances as at January 1, 2025 | $91,474 |
| Total gains and losses recognized for the year ended December 31, 2025: | |
| Amount recognized in OCI (presented in “Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income”) | (15,441) |
| Acquisition/issues for the year ended December 31, 2025 | 10,000 |
| Disposal/settlements for the year ended December 31, 2025 | (3,427) |
| Proceeds from capital reduction | - |
| Transfer in/(out) of Level 3 | - |
| Ending balances as at December 31, 2025 | $82,606 |
| At fair value through other comprehensive income | |
| Stocks | |
| Beginning balances as at January 1, 2024 | $102,966 |
| Total gains and losses recognized for the year ended December 31, 2024: | |
| Amount recognized in OCI (presented in “Unrealized gains (losses) from equity instruments investments measured at fair value through other comprehensive income”) | (1,232) |
| Acquisition/issues for the year ended December 31, 2024 | 500 |
| Disposal/settlements for the year ended December 31, 2024 | - |
| Proceeds from capital reduction | (10,760) |
| Transfer in/(out) of Level 3 | - |
| Ending balances as at December 31, 2024 | $91,474 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
Total gains and losses recognized in profit or loss for the years ended December 31, 2025 and 2024 in the table above contained gains and losses related to assets on hand as at December 31, 2025 and 2024 in the amount of $(15,441) thousand and $(1,232) thousand, respectively.
Information on significant unobservable inputs to valuation
Description of significant unobservable inputs to valuation of recurring fair value measurements categorized within Level 3 of the fair value hierarchy is as follows:
December 31, 2025
| Valuation techniques | Significant unobservable inputs | Quantitative information | Relationship between inputs and fair value | Sensitivity of the input to fair value | |
|---|---|---|---|---|---|
| Financial assets: | |||||
| Financial assets at fair value through other comprehensive income | |||||
| Stocks | Market approach | discount for lack of marketability | 20% | The higher the 1% increase (decrease) in discount for lack the discount for lack of of marketability, marketability would result the lower the fair in decrease (increase) in value of the the Group’s equity by stocks $996 thousand |
December 31, 2024
| Valuation techniques | Significant unobservable inputs | Quantitative information | Relationship between inputs and fair value | Sensitivity of the input to fair value | |
|---|---|---|---|---|---|
| Financial assets: | |||||
| Financial assets at fair value through other comprehensive income | |||||
| Stocks | Market approach | discount for lack of marketability | 20% | The higher the 1% increase (decrease) in discount for lack the discount for lack of of marketability, marketability would result the lower the fair in decrease (increase) in value of the the Group’s equity by stocks $1,143 thousand |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
Valuation process used for fair value measurements categorized within Level 3 of the fair value hierarchy
The Group's investment department is responsible for validating the fair value measurements and ensuring that the results of the valuation are in line with market conditions, based on independent and reliable inputs which are consistent with other information, and represent exercisable prices. The department analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Group's accounting policies at each reporting date.
C. Fair value measurement hierarchy of the Group's assets and liabilities not measured at fair value but for which the fair value is disclosed
December 31, 2025
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial assets not measured at fair value but for which the fair value is disclosed: | ||||
| Investment properties, net (please refer to Note 6) | $- | $- | $171,833 | $171,833 |
December 31, 2024
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial assets not measured at fair value but for which the fair value is disclosed: | ||||
| Investment properties, net (please refer to Note 6) | $- | $- | $171,760 | $171,760 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(10) Significant assets and liabilities denominated in foreign currencies
Information regarding the significant assets and liabilities denominated in foreign currencies is listed below:
| December 31, 2025 | |||
|---|---|---|---|
| Foreign currencies | Foreign exchange rate | NTD | |
| Financial assets | |||
| Monetary items: | |||
| USD | $6,130 | 31.4000 | $192,496 |
| JPY | 2,696,790 | 0.2008 | 541,504 |
| Financial liabilities | |||
| Monetary items: | |||
| USD | $284 | 31.4000 | $8,917 |
| JPY | 273 | 0.2008 | 55 |
| December 31, 2024 | |||
| Foreign currencies | Foreign exchange rate | NTD | |
| Financial assets | |||
| Monetary items: | |||
| USD | $9,842 | 32.7550 | $322,381 |
| JPY | 1,498,459 | 0.2091 | 313,341 |
| Financial liabilities | |||
| Monetary items: | |||
| USD | 157 | 32.7550 | 5,132 |
| JPY | 4,067 | 0.2091 | 850 |
As the Group has a large variety of foreign currencies, it is not possible to disclose the foreign currency exchange gains or losses information of monetary financial assets and financial liabilities on each foreign currency's exposure to major impact. The Group's foreign exchange gains (losses) for the years ended December 31, 2025 and 2024 were $(10,654) thousand and $22,095 thousand, respectively.
The above information is disclosed based on the carrying amount of foreign currency (after conversion to functional currency).
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(11) 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.
- Notes for Disclosures
(1) Information related to significant transactions
A. Financings provided to others: None.
B. Endorsements/guarantees provided to others: Table 1.
C. Material Securities Held at the End of the Period (Excluding Investment in a Subsidiary or an Associate and Interest in a Joint Venture): Table 2.
D. Individual securities acquired or disposed of with accumulated amount exceeding NTD 300 million or 20% of the capital stock: None.
E. Receivables due from related parities amounting to at least NTD 100 million or 20% of the paid-in capital: None.
F. Business, relationship between the parent and the subsidiaries and between each subsidiary, and the circumstances and accounts of any significant transactions between them: None.
(2) Information on investees
For investee companies outside mainland China over which the Company has significant influence, control, or joint control, the related information: Table 3.
(3) Information on investments in Mainland China: None.
- Segment information
For management purposes, the Group is organized into business units based on their geographical regions and business operations. After performing quantitative threshold tests, the Group has the following four reportable operating segments:
(1) Media storage segment: Engaged in the manufacture, processing and sales of optical discs.
(2) Electricity sales segment: Transmission of electricity to the substation of Taiwan Power Company.
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Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(3) Catering segment: Engaged in the catering business.
(4) Care services segment: Engaged in the caregiving services business.
(5) Other segment: Engaged in other businesses such as investment transfer.
Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss and is measured based on accounting policies consistent with those in the consolidated financial statements. However, income taxes are managed on a group basis and are not allocated to operating segments.
Transfer prices between operating segment are on an arm's length basis in a manner similar to transactions with third parties.
A. Information on segment profit and loss, assets and liabilities to be reported.
For the year ended December 31, 2025
| Media storage department | Electricity sales department | Catering department | Care services department | Reporting department subtotal | Other segments | Adjustment and elimination | Total | |
|---|---|---|---|---|---|---|---|---|
| Revenue | ||||||||
| External customer | $364,129 | $340,118 | $318,480 | $174,961 | $1,197,688 | $63,992 | $- | $1,261,680 |
| Inter-segment | 149 | 25,103 | 1,371 | - | 26,623 | 8,719 | (35,342) | - |
| Total revenue | $364,278 | $365,221 | $319,851 | $174,961 | $1,224,311 | $72,711 | $(35,342) | $1,261,680 |
| Interest income | $11,722 | $3,577 | $644 | $1,283 | $17,226 | $64 | $- | $17,290 |
| Interest expenses | 19,688 | 24,556 | 3,904 | 1,555 | 49,703 | - | - | 49,703 |
| Depreciation, amortization and other losses | 12,880 | 141,434 | 71,289 | 4,881 | 237,166 | - | 7,220 | 244,466 |
| Segment profit (losses) | $7,129 | $104,719 | $(72,075) | $17,661 | $57,434 | $633 | $(31,768) | $26,299 |
| Assets | ||||||||
| Investments accounted for using the equity method | $2,238,055 | $420,266 | $54,348 | $528,972 | $3,241,641 | $340,468 | $(3,435,741) | $146,368 |
| Capital expenditure on non-current assets | 1,021 | 77,617 | 36,679 | 39,231 | 154,548 | - | 85 | 154,633 |
| Segment assets | $3,962,705 | $2,777,134 | $519,230 | $1,317,005 | $8,576,074 | $356,336 | $(3,183,868) | $5,748,542 |
| Segment liabilities | $1,174,613 | $1,122,791 | $361,625 | $86,449 | $2,745,478 | $286 | $5,012 | $2,750,776 |
108
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U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
For the year ended December 31, 2024
| Media storage department | Electricity sales department | Catering department | Care services department | Reporting department subtotal | Other segments | Adjustment and elimination | Total | |
|---|---|---|---|---|---|---|---|---|
| Revenue | ||||||||
| External customer | $447,824 | $327,804 | $282,766 | $158,562 | $1,216,956 | $35,672 | $- | $1,252,628 |
| Inter-segment | - | 17,543 | 1,055 | - | 18,598 | 107 | (18,705) | - |
| Total revenue | $447,824 | $345,347 | $283,821 | $158,562 | $1,235,554 | $35,779 | $(18,705) | $1,252,628 |
| Interest income | $17,592 | $3,686 | $1,014 | $327 | $22,619 | $72 | $- | $22,691 |
| Interest expenses | 14,849 | 27,094 | 3,843 | 1,421 | 47,207 | - | - | 47,207 |
| Depreciation, amortization and other losses | 12,453 | 133,046 | 65,854 | 12,201 | 223,554 | 536 | 2,288 | 226,378 |
| Segment profit (losses) | $113,372 | $74,918 | $(119,838) | $17,784 | $86,236 | $27,430 | $(12,274) | $101,392 |
| Assets | ||||||||
| Investments accounted for using the equity method | $2,058,383 | $383,056 | $68,511 | $377,067 | $2,887,017 | $342,448 | $(3,065,697) | $163,768 |
| Capital expenditure on non-current assets | 8,723 | 210,568 | 59,964 | 175,551 | 454,806 | - | (85) | 454,721 |
| Segment assets | $3,781,027 | $2,914,510 | $506,907 | $820,655 | $8,023,099 | $358,566 | $(2,805,407) | $5,576,258 |
| Segment liabilities | $909,195 | $1,381,860 | $280,924 | $57,706 | $2,629,685 | $579 | $7,444 | $2,637,708 |
Inter-segment revenue is eliminated on consolidation and recorded under the "adjustment and elimination;" all other adjustments and eliminations are disclosed below.
B. Adjustments of reporting department revenue, profit and loss, asset, liability and other significant items
(a) Revenue
| 2025 | 2024 | |
|---|---|---|
| Total revenue for reportable segments | $1,224,311 | $1,235,554 |
| Other segment revenue | 72,711 | 35,779 |
| Elimination of inter-segment revenue | (35,342) | (18,705) |
| Group revenue | $1,261,680 | $1,252,628 |
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Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
(b) Profit and loss
| 2025 | 2024 | |
|---|---|---|
| Total profit for reportable segments | $70,002 | $100,351 |
| Other segment profit | 876 | 27,430 |
| Elimination of inter-segment profit | (33,212) | (12,732) |
| Profit before tax from continuing operations | $37,666 | $115,049 |
(c) Assets
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Total assets for reportable segments | $8,576,074 | $8,023,099 |
| Other segment assets | 356,336 | 358,566 |
| Elimination of inter-segment assets | (3,183,868) | (2,805,407) |
| Group assets | $5,748,542 | $5,576,258 |
(d) Liabilities
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Total liabilities for reportable segments | $2,745,478 | $2,629,685 |
| Other segment liabilities | 286 | 579 |
| Elimination of inter-segment liabilities | 5,012 | 7,444 |
| Group liabilities | $2,750,776 | $2,637,708 |
(e) Other significant items
For the year ended December 31, 2025
| Total for reportable segments | Other segments | Adjustment and elimination | Total for Group | |
|---|---|---|---|---|
| Interest income | $17,226 | $64 | $- | $17,290 |
| Interest expenses | 49,703 | - | - | 49,703 |
| Capital expenditure on non-current assets | 154,548 | - | 85 | 154,633 |
| Depreciation, amortization and other losses | 237,166 | - | 7,220 | 244,466 |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
For the year ended December 31, 2024
| Total for reportable segments | Other segments | Adjustment and elimination | Total for Group | |
|---|---|---|---|---|
| Interest income | $22,619 | $72 | $- | $22,691 |
| Interest expenses | 47,207 | - | - | 47,207 |
| Capital expenditure on non-current assets | 454,806 | - | (85) | 454,721 |
| Depreciation, amortization and other losses | 223,554 | 536 | 2,288 | 226,378 |
C. Information by region
Revenue from external customers:
| 2025 | 2024 | |
|---|---|---|
| Taiwan | $886,251 | $799,760 |
| Americas | 6,613 | 6,607 |
| Australia | 63 | 31 |
| Asia | 368,753 | 446,084 |
| Other regions | - | 146 |
| Total | $1,261,680 | $1,252,628 |
Revenue is classified based on the region of the customer.
Non-current assets:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Taiwan | $3,712,787 | $3,669,897 |
| Other countries | 285,709 | 264,123 |
| Total | $3,998,496 | $3,934,020 |
D. Important customer information
| 2025 | 2024 | |
|---|---|---|
| Customer A | $771,508 | $328,522 |
| Customer B | 134,817 | 140,110 |
| Customer C | 14,256 | 83,369 |
| Other customers (less than 10%) | 341,099 | 700,627 |
| Total | $1,261,680 | $1,252,628 |
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U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
Table1: Endorsements/guarantees provided to others
| No. | Collaterals/Guarantee Provider | Counter-part | Limits on Each Counter-party's Collateral/Guarantee Amounts (Note 1) | Maximum Balance Accumulated up to the End of This Month | Ending Balance | Actual Amount Drawn Down | Amount of Properties Guaranteed by Collateral | Ratio of Accumulated Amount of Collateral to Net Asset Value of the Latest Financial Statement | Maximum Collateral/Guarantee Amounts Allowable | Provision of Endorsements by Parent Company to Subsidiary | Provision of Endorsements by Subsidiary to Parent Company | Provision of Endorsements to the Company in Mainland China | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship (Note 2) | ||||||||||||
| 0 | U-Tech Media Corporation | Dollars Cultural & Creative Company Limited IKARI COFFEE CO., LTD. | 2 | $367,144 | $110,000 | $110,000 | $70,000 | $- | 4.49% | $734,287 | Y | N | N |
| 0 | a | a | 2 | a | 30,000 | 30,000 | - | - | 1.23% | a | Y | N | N |
Note 1 : The total amount of guarantee provided is 30% of the current net value. For each company, the total amount of guarantee provided is 15% of the current net value.
Note 2 : The relationship between the collaterals/guarantee provider and the counter-party is as follows:
- The company with business transaction.
- The company owns directly or indirectly over 50% ownership of the investee company.
- The investee company owns directly or indirectly over 50% ownership of the company.
- The company owns directly or indirectly over 90% ownership of the investee company.
- Companies that guarantee each other in accordance with the provisions of the contract between its peers or co-creators based on the needs of undertaking works.
- Company that guaranteed by all the contributing shareholders according to the shareholding ratio due to the joint investment relationship.
- In accordance with the consumer protection law, the joint guarantee of performance for the sale contract of pre-sale houses among peers.
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English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
Table 2: Material Securities Held at the End of the Period (Excluding Investment in a Subsidiary or an Associate and Interest in a Joint Venture)
| Holding Company | Securities Type and Name | Relationship with the Holding Company | Financial Statement Account | End of the year of 2025 | Note | |||
|---|---|---|---|---|---|---|---|---|
| Shares/Units (in thousands) | Carrying Value | Percentage of Ownership (%) | Fair Value | |||||
| U-Tech Media Corporation | Taiwan Semiconductor Manufacturing Company, Limited | None | Financial assets at fair value through profit or loss - current | 2 | $3,100 | 0.00% | $3,100 | |
| BMB Venture Capital Investment Corp. | None | Financial assets at fair value through other comprehensive income- non-current | 3,474 | $16,401 | 14.09% | $16,401 | ||
| AimCore Technology Co., Ltd. | Investment accounted for using the equity method | o | 1,181 | 29,122 | 1.73% | 29,122 | ||
| Total | $45,523 | $45,523 | ||||||
| Formosa Sun Energy Corporation | Sacurn Carbon Co.,LTD | None | Financial assets at fair value through other comprehensive income- non-current | 213 | $3,209 | 0.82% | $3,209 | |
| RITEK Corporation | Associate | o | 2,714 | 41,524 | 0.39% | 41,524 | ||
| $44,733 | $44,733 | |||||||
| RitFast Corporation | Taiwan Semiconductor Manufacturing Company, Limited | None | Financial assets at fair value through profit or loss - current | 8 | $12,400 | 0.00% | $12,400 | |
| RITEK Corporation | Associate | Financial assets at fair value through other comprehensive income- non-current | 2,659 | $40,683 | 0.38% | $40,683 | ||
| Glory Days Services Ltd. | Legend Crown Investment Ltd. | None | Financial assets at fair value through other comprehensive income- non-current | 2,352 | $62,996 | 9.80% | $62,996 | |
| Dollars Cultural & Creative Company Limited | Universe Star International Co., Ltd. | The chairman of the subsidiary is identical to that of the Company. | Financial assets at fair value through other comprehensive income- non-current | 338 | $- | 15.00% | $- | |
| Ricare Corporation | Kabushiki Kaisha Yumenomizuumisha | None | Financial assets at fair value through other comprehensive income- non-current | 0.032 | $- | 7.51% | $- |
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
Table 3: Name of investor company, location and other related information:
| Investor Company | Investor Company | Location | Main Business Activities | Initial Investment Amount | Held by the Company | Net Income (Loss) of the Investor | Share of Income (Loss) of the Investor | Note | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| As of December 31, 2025 | As of December 31, 2024 | Shares (in thousands) | Percentage (%) | Carrying Value | |||||||
| U-Tech Media Corporation | Dollars Cultural & Creative Company Limited | Taipei | Catering | $385,500 | $385,500 | 27,828 | 100.00% | $123,809 | $(59,811) | $(59,811) | |
| x | ProBit Corporation | Miaoli | Electronics industry | 23,653 | 23,653 | 333 | 0.63% | 7,101 | (8,210) | (52) | |
| x | BiTdisplay Corporation | Hsinchu | Manufacture of related OLED products | 32,045 | 36,111 | 4,886 | 4.70% | 131,200 | (52,237) | (2,415) | |
| x | Chao Fu Co., Ltd. | Taoyuan | Wine making | 5,000 | 5,000 | 500 | 100.00% | 2,316 | 301 | 301 | |
| x | Formosa Sun Energy Corporation | Taoyuan | Renewable energy self-powered equipment | 642,860 | 642,860 | 64,459 | 70.82% | 891,294 | 69,893 | 49,498 | |
| x | Jade Investment Services Ltd. | B.V.I. | Investment holdings | 106,501 | 106,501 | 1,685 | 100.00% | 342,732 | 299 | 299 | |
| x | Ricare Corporation | Taoyuan | Management consulting industry | 689,994 | 489,994 | 32,112 | 92.34% | 739,603 | 15,699 | 10,721 | Note 1 |
| Total | $2,238,055 | $(1,459) | |||||||||
| Dollars Cultural & Creative Company Limited | SholaiRaka Corporation | Taoyuan | Catering | 18,000 | 18,000 | 1,800 | 85.71% | $2,160 | $(5,636) | $(4,831) | |
| x | Ikari Coffee Co., Ltd. | Taoyuan | Catering | 105,200 | 105,200 | 7,970 | 96.72% | 27,604 | (512) | (495) | |
| x | Ink Design Space Co., Ltd. | Taipei | Landscape and interior design | 7,000 | 7,000 | 810 | 25.00% | 3,855 | (18,244) | (4,561) | |
| x | Jingle Hot Pot Corporation | Taipei | Catering | 28,000 | 28,000 | 2,306 | 94.90% | 6,438 | (4,596) | (4,362) | |
| x | Foodspace Corporation | Taoyuan | Catering | - | 9,660 | - | 0.00% | - | (452) | (415) | Note 2 |
| x | Yi International Co., Ltd. | Taipei | Catering | 8,000 | 8,000 | 800 | 20.00% | 4,212 | (13,719) | (2,744) | |
| x | Circle international Trading Limited | Taoyuan | Catering | 11,014 | 1,014 | - | 100.00% | 9,915 | (79) | (987) | |
| x | SHU MI CO.,LTD | Vietnam | Catering | 233 | - | - | 100.00% | 163 | (81) | (81) | Note 3 |
| Total | $54,347 | $(18,478) | |||||||||
| Formosa Sun Energy Corporation | RITEK Solar CORP. | Taoyuan | Renewable energy self-powered equipment | 10,000 | 10,000 | 1,000 | 100.00% | $9,117 | $63 | $45 | |
| x | RitFast Corporation | Hsinchu | Renewable energy self-powered equipment | 355,144 | 346,981 | 33,000 | 100.00% | 409,265 | 34,826 | 24,624 | Note 4 |
| x | FD COMPANY | Japan | International Trading Industry | 2,120 | 2,120 | 10 | 100.00% | 1,885 | (35) | (25) | |
| Total | $420,207 | $24,644 | |||||||||
| Ricare Corporation | Fang Si Advisory Ltd. | Hsinchu | Management consulting industry | 500 | 500 | 50 | 100.00% | $470 | 3 | $3 | |
| x | Ricare Services Corporation | Hsinchu | Care Services Industry | 500 | 500 | 50 | 100.00% | 463 | 3 | 3 | |
| x | KEYFOO Co.,Ltd. | Japan | Care Services Industry | 65,340 | 65,340 | 0.005 | 100.00% | 115,041 | 6,342 | 5,733 | |
| x | K.K. RICARE JAPAN | Japan | Care Services Industry | 438,985 | 269,452 | 3.44 | 77.48% | 412,999 | (4,381) | (3,410) | Note 5 |
| x | Ricare International Corporation Ltd. | HongKong | Management consulting industry | - | - | - | - | - | - | - | Note 6 |
| Total | $528,973 | $2,329 |
Note 1: Ricare Corporation conducted a capital increase by issuing new shares on June 4, 2025. The Group subscribed to all of the newly issued shares, resulting in an increase of its ownership interest by 2.43%.
Note 2: Dollars Cultural & Creative Company Limited acquired the remaining 84 thousand shares of Foodspace Corporation, on June 13, 2025, increasing its shareholding to 100%. Foodspace Corporation resolved to dissolve upon approval of the board of directors on June 30, 2025 and completed the dissolution registration on July 14, 2025.
Note 3: SHU MI CO., LTD. completed its company establishment registration procedures on April 24, 2025, with total issued capital of NT$233 thousand.
Note 4: Formosa Sun Energy Corporation resolved to acquire the remaining equity interest in RitFast Corporation on December 26, 2024. As of June 30, 2025, the acquisition of the remaining equity had been completed, increasing its shareholding to 100%.
Note 5: K.K. RICARE JAPAN conducted a capital increase by issuing new shares on June 20, 2025. Ricare Corporation did not subscribe to 1,550 shares in proportion to its shareholding, resulting in a decrease of its ownership interest by 22.52%.
Note 6: Ricare International Corporation Ltd. completed its company establishment registration procedures on April 17, 2018 and announced the revocation of its registration on August 8, 2025 and was dissolved on the same date pursuant to such announcement.
English Translation of Consolidated Financial Statements Originally Issued in Chinese
U-Tech Media Corporation and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
(Amounts are expressed in thousands of New Taiwan Dollars unless otherwise stated)
Table 3-1: Name of investee company, location and other related information:
| Investor | Investee | Business Location | Main Business Activities | Original Investment Amount | Held by the Company | Net Income (Loss) of the Investee | Share of Income (Loss) of the Investee | Note | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| As of December 31, | As of December 31, | Shares (in thousands) | Percentage (%) | Carrying Value | |||||||
| Jade Investment Services Ltd. | Glory Days Services Ltd. | B.V.I. | Investment holdings | $186,981 | $186,981 | 3,920 | 100.00% | $340,468 | $507 | $507 |
115