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UIC — Audit Report / Information 2025
Apr 22, 2026
52115_rns_2026-04-22_fe69922e-ccb5-4f86-b23a-683a7f441f09.pdf
Audit Report / Information
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1
UNIFORM INDUSTRIAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
WITH INDEPENDENT AUDITORS' REPORT
TABLE OF CONTENTS
| Contents | Page |
|---|---|
| 1. Cover Page | 1 |
| 2. Table of Contents | 2 |
| 3. Representation Letter | 3 |
| 4. Independent Auditors’ Report | 4-9 |
| 5. Consolidated Balance Sheets | 10-11 |
| 6. Consolidated Statements of Comprehensive Income | 12 |
| 7. Consolidated Statements of Changes in Equity | 13 |
| 8. Consolidated Statements of Cash Flows | 14-15 |
| 9. Notes to the Consolidated Financial Statements | 16-67 |
| (1) History and Organization | 16 |
| (2) Authorization of the Consolidated Financial Statements | 16 |
| (3) Application of New Standards, Amendments and Interpretations | 16-21 |
| (4) Summary of Significant Accounting Policies | 21-37 |
| (5) Significant Accounting Assumptions and Judgments, and Major Sources of Estimation Uncertainty | 38 |
| (6) Explanation of Significant Accounts | 38-64 |
| (7) Related-party Transactions | 64 |
| (8) Pledged Assets | 65 |
| (9) Significant Contingent Liabilities and Unrecognized Commitments | 65 |
| (10) Significant Disaster Loss | 65 |
| (11) Significant Subsequent Events | 65 |
| (12) Others | 65 |
| (13) Additional Disclosures | 65 |
| (1) Information on Significant Transactions | 65 |
| (2) Information on Investees | 65 |
| (3) Information on Investments in Mainland China | 65 |
| (14) Operating Segment Information | 66-67 |
2
REPRESENTATION LETTER
The entities that are required to be included in the consolidated financial statements of Uniform Industrial Corporation as of and for the year ended December 31, 2025 under the Criteria Governing the 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 of the parent and subsidiary companies in conformity with International Financial Reporting Standards No. 10, "Consolidated Financial Statements". In addition, the information required to be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of the parent and subsidiary companies. Consequently, Uniform Industrial Corporation and Subsidiaries do not prepare a separate set of consolidated financial statements of affiliates.
Company name: UNIFORM INDUSTRIAL CORPORATION
Chairman: Ba Lo
Date: March 10, 2026
INDEPENDENT AUDITORS' REPORT
No: 22341140ECA
To UNIFORM INDUSTRIAL CORPORATION
Opinion
We have audited the accompanying consolidated financial statements of Uniform Industrial Corporation and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2025 and 2024, and the notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of Uniform Industrial Corporation and its subsidiaries as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC), endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits 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 Uniform Industrial Corporation and its subsidiaries in accordance with the Certified Public Accountant code of Professional Ethics in Republic of China ("the Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
4
Key Audit Matters
Key audit matters were those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31,2025. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters of the Uniform Industrial Corporation and its subsidiaries’ consolidated financial statements for the year ended December 31, 2025 are described as follows:
-
Impairment of property, plant and equipment, right-of-use assets and intangible assets
-
For the accounting policy of property, plant and equipment, right-of-use assets and intangible assets impairment, please refer to Note 4(11); for the uncertainty of accounting estimates and assumptions of the assessment of property, plant and equipment, right-of-use assets and intangible assets impairment, please refer to Note 5.
-
The description of the key audit matter
As of December 31, 2025, the consolidated balance sheet of Uniform Industrial Corporation and its subsidiaries recognized property, plant and equipment, right-of-use assets and intangible assets of NT$188,631 thousand. Uniform Industrial Corporation and its subsidiaries performed property, plant and equipment, right-of-use assets and intangible assets impairment tests annually. The related tests were performed by estimating those future cash flows and the discount rate to assess the recoverable amount of property, plant and equipment, right-of-use assets and intangible assets of a cash-generating unit. Estimating future cash flows and discount rates involved management’s subjective judgment and significant uncertainty. As a result, the property, plant and equipment, right-of-use assets and intangible assets impairment assessment were deemed to be a key audit matter in our audit of Uniform Industrial Corporation and its subsidiaries consolidated financial statements.
-
How our audit addressed the matter
-
The key audit procedures included the following:
-
Obtain documents related to asset impairments that have been self-assessed by management and review whether there are any doubts about the impairments.
5
- When signs of impairment exist, check the correctness of the management's calculation of the recoverable amount of the cash-generating unit, and evaluate the reasonableness of the management's hypothetical data on the recoverable amount of the cash-generating unit.
Other Matters
Uniform Industrial Corporation has additionally prepared its parent company only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion, 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 Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines 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 Uniform Industrial Corporation and its subsidiaries' ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Uniform Industrial Corporation and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, (including members of the Audit Committee), are responsible for overseeing Uniform Industrial Corporation and its Subsidiaries' financial reporting process.
6
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 Uniform Industrial Corporation and its subsidiaries' internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
7
-
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 Uniform Industrial Corporation and its subsidiaries’ ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause Uniform Industrial Corporation 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 disclosures 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 Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
8
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audits resulting in this independent auditors' report are Tseng, Wen-Cheng and Peng, Li-Chen.
Baker Tilly Clock & Co
March 10, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flow in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China. For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.
9
UNIFORM INDUSTRIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Code | ASSETS | Note | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 11xx | Current assets | |||||
| 1100 | Cash and cash equivalents | 6(1) | $ 572,239 | 43 | $ 639,319 | 43 |
| 1110 | Financial assets at fair value through profit or loss - current | 6(2) | 26,996 | 2 | 26,598 | 2 |
| 1136 | Financial assets at amortized cost - current | 6(4) | 57,652 | 4 | 55,606 | 4 |
| 1170 | Accounts receivable | 6(5) | 51,102 | 4 | 34,298 | 2 |
| 1200 | Other receivables | 66,924 | 5 | 47,360 | 3 | |
| 1220 | Current tax assets | 6(20) | 4,143 | — | 2,039 | — |
| 130x | Inventories, net | 6(6) | 156,765 | 12 | 264,370 | 18 |
| 1479 | Other current assets | 6,173 | 1 | 14,286 | 1 | |
| 11xx | Total current assets | 941,994 | 71 | 1,083,876 | 73 | |
| 15xx | Non-current assets | |||||
| 1517 | Financial assets at fair value through other comprehensive income - non-current | 6(3) | 91,108 | 7 | 140,211 | 10 |
| 1600 | Property, plant and equipment | 6(7) | 170,072 | 13 | 174,216 | 12 |
| 1755 | Right-of-use assets | 6(8) | 14,925 | 1 | 25,135 | 2 |
| 1780 | Intangible assets | 6(9) | 3,634 | — | 5,478 | — |
| 1840 | Deferred tax assets | 6(20) | 57,157 | 4 | 51,816 | 3 |
| 1915 | Prepayment for equipment | 34,733 | 3 | 2,615 | — | |
| 1920 | Guarantee deposits paid | 5,317 | 1 | 5,123 | — | |
| 15xx | Total non-current assets | 376,946 | 29 | 404,594 | 27 | |
| Total assets | $ 1,318,940 | 100 | $ 1,488,470 | 100 |
Please refer to the accompanying notes to the consolidated financial statements.
(Continued)
UNIFORM INDUSTRIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Code | LIABILITIES AND EQUITY | Note | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 21xx | Current Liabilities | |||||
| 2130 | Contract liabilities | 6(14) | $ 34,933 | 3 | $ 20,516 | 1 |
| 2150 | Notes payable | 697 | — | 1,225 | — | |
| 2170 | Accounts payable | 20,303 | 1 | 8,082 | 1 | |
| 2200 | Other payables | 6(10) | 57,383 | 4 | 64,168 | 4 |
| 2280 | Lease liabilities - current | 6(8) | 8,543 | 1 | 10,016 | 1 |
| 2399 | Other current liabilities | 87,495 | 7 | 67,690 | 5 | |
| 21xx | Total current liabilities | 209,354 | 16 | 171,697 | 12 | |
| 25xx | Non-Current liabilities | |||||
| 2570 | Deferred tax liabilities | 6(20) | 12,644 | 1 | 26,194 | 2 |
| 2580 | Lease liabilities - non-current | 6(8) | 8,479 | 1 | 17,764 | 1 |
| 2640 | Net defined benefit liabilities-non-current | 6(11) | 1,583 | — | 1,849 | — |
| 25xx | Total non-current liabilities | 22,706 | 2 | 45,807 | 3 | |
| 2xxx | Total liabilities | 232,060 | 18 | 217,504 | 15 | |
| 3xxx | Equity attributable to shareholders of the parent | 6(12) | ||||
| 3100 | Capital | |||||
| 3110 | Common stock | 778,827 | 59 | 778,827 | 52 | |
| 3200 | Capital surplus | 147,988 | 11 | 146,565 | 10 | |
| 3300 | Retained earnings | |||||
| 3310 | Legal reserve | 82,483 | 6 | 76,116 | 5 | |
| 3350 | Unappropriated retained earnings | 104,388 | 8 | 242,749 | 16 | |
| 3400 | Other equity | (27,114) | (2) | 26,706 | 2 | |
| 31xx | Total equity attributable to shareholders of the parent | 1,086,572 | 82 | 1,270,963 | 85 | |
| 36xx | Non-controlling interests | 308 | — | 3 | — | |
| 3xxx | Total equity | 1,086,880 | 82 | 1,270,966 | 85 | |
| Total liabilities and equity | $ 1,318,940 | 100 | $ 1,488,470 | 100 |
Please refer to the accompanying notes to the consolidated financial statements.
UNIFORM INDUSTRIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, except for earnings/(loss) per share amount)
| Code | Item | Note | 2025 | 2024 | ||
|---|---|---|---|---|---|---|
| Amount | % | Amount | % | |||
| 4000 | Operating revenue | 6(14) | $ 495,805 | 100 | $ 596,577 | 100 |
| 5000 | Operating costs | (285,525) | (58) | (329,391) | (55) | |
| 5900 | Gross profit | 210,280 | 42 | 267,186 | 45 | |
| 6000 | Operating expenses | |||||
| 6100 | Selling and marketing expenses | (97,871) | (20) | (95,877) | (16) | |
| 6200 | General and administrative expense | (130,902) | (26) | (136,313) | (23) | |
| 6300 | Research and development expenses | (72,245) | (15) | (77,850) | (13) | |
| 6450 | Expected credit impairment loss | (5,832) | (1) | 17,912 | 3 | |
| 6000 | Total operating expenses | (306,850) | (62) | (292,128) | (49) | |
| 6900 | Net operating loss | (96,570) | (20) | (24,942) | (4) | |
| 7000 | Non-operating income and expenses | |||||
| 7100 | Interest income | 6(15) | 13,497 | 3 | 20,439 | 3 |
| 7010 | Other income | 6(16) | 2,294 | — | 1,957 | — |
| 7020 | Other gains and losses | 6(17) | (20,638) | (4) | 62,821 | 11 |
| 7050 | Finance costs | 6(18) | (1,188) | — | (994) | — |
| 7000 | Total non-operating income and expenses | (6,035) | (1) | 84,223 | 14 | |
| 7900 | Profit from continuing operations before income tax | (102,605) | (21) | 59,281 | 10 | |
| 7950 | Income tax expenses | 6(20) | 18,115 | 4 | 3,807 | 1 |
| 8200 | Net income/(loss) | (84,490) | (17) | 63,088 | 11 | |
| 8300 | Other comprehensive income/(loss) | |||||
| 8310 | Items that will not be reclassified subsequently to profit or loss | |||||
| 8311 | Remeasurement of defined benefit plans | 6(11) | 78 | — | 1,317 | — |
| 8316 | Unrealized loss on investments in equity instruments at fair value through other comprehensive income | (49,103) | (10) | (61,403) | (10) | |
| 8349 | Income tax relating to items that will not be reclassified subsequently | 6(20) | (16) | — | (263) | — |
| 8360 | Items that may be reclassified subsequently to profit or loss | |||||
| 8361 | Exchange differences on translating the financial statements of foreign operations | (5,896) | (1) | 9,444 | 1 | |
| 8399 | Income tax relating to the item that will be reclassified subsequently | 6(20) | 1,179 | — | (1,889) | — |
| 8300 | Other comprehensive income/(loss) | (53,758) | (11) | (52,794) | (9) | |
| 8500 | Total comprehensive income/(loss) | $ (138,248) | (28) | $ 10,294 | 2 | |
| 8600 | Net profit/(loss) attributable to: | |||||
| 8610 | Shareholders of the parent | $ (84,548) | (17) | $ 63,089 | 11 | |
| 8620 | Non-controlling interests | 58 | — | (1) | — | |
| $ (84,490) | (17) | $ 63,088 | 11 | |||
| 8700 | Total comprehensive income/(loss) attributable to: | |||||
| 8710 | Shareholders of the parent | $ (138,306) | (28) | $ 10,295 | 2 | |
| 8720 | Non-controlling interests | 58 | — | (1) | — | |
| $ (138,248) | (28) | $ 10,294 | 2 | |||
| Earnings/(loss) per share | 6(13) | |||||
| 9750 | Basic | $ (1.09) | $ 0.81 | |||
| 9850 | Diluted | $ (1.09) | $ 0.81 |
Please refer to the accompanying notes to the consolidated financial statements.
UNIFORM INDUSTRIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Equity attributable to shareholders of the parent company | Non-controlling | Total equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common stock | Capital surplus | Retained earnings | Other equity | Total | |||||||
| Legal reserve | Special reserve | Unappropriated retained earnings | Exchange differences on translating the financial statements of foreign operations | Unrealized gain/(loss) on investments in equity instruments at fair value through other comprehensive income | |||||||
| A1 | Balance on January 1, 2024 | $ 778,827 | $ 146,565 | $ 57,463 | $ 36,691 | $ 238,919 | $ (1,085) | $ 81,171 | $ 1,338,551 | $ 4 | $ 1,338,555 |
| B1 | Legal reserve | — | — | 18,653 | — | (18,653) | — | — | — | — | — |
| B5 | Cash dividends to shareholders | — | — | — | — | (77,883) | — | — | (77,883) | — | (77,883) |
| B17 | Reversal special reserve | — | — | — | (36,691) | 36,691 | — | — | — | — | — |
| D1 | Net income in 2024 | — | — | — | — | 63,089 | — | — | 63,089 | (1) | 63,088 |
| D3 | Other comprehensive income (loss) in 2024 | — | — | — | — | 1,054 | 7,555 | (61,403) | (52,794) | — | (52,794) |
| D5 | Comprehensive income (loss) in 2024 | — | — | — | — | 64,143 | 7,555 | (61,403) | 10,295 | (1) | 10,294 |
| Q1 | Disposal of investments in equity instruments at fair value through other comprehensive income | — | — | — | — | (468) | — | 468 | — | — | — |
| Z1 | Balance on December 31, 2024 | 778,827 | 146,565 | 76,116 | — | 242,749 | 6,470 | 20,236 | 1,270,963 | 3 | 1,270,966 |
| B1 | Legal reserve | — | — | 6,367 | — | (6,367) | — | — | — | — | — |
| B5 | Cash dividends to shareholders | — | — | — | — | (47,508) | — | — | (47,508) | — | (47,508) |
| D1 | Net income in 2025 | — | — | — | — | (84,548) | — | — | (84,548) | 58 | (84,490) |
| D3 | Other comprehensive income (loss) in 2025 | — | — | — | — | 62 | (4,717) | (49,103) | (53,758) | — | (53,758) |
| D5 | Comprehensive income (loss) in 2025 | — | — | — | — | (84,486) | (4,717) | (49,103) | (138,306) | 58 | (138,248) |
| M7 | Changes in ownership interests in subsidiaries | — | 1,423 | — | — | — | — | — | 1,423 | 247 | 1,670 |
| Z1 | Balance on December 31, 2025 | $ 778,827 | $ 147,988 | $ 82,483 | $ — | $ 104,388 | $ 1,753 | $ (28,867) | $ 1,086,572 | $ 308 | $ 1,086,880 |
Please refer to the accompanying notes to the consolidated financial statements.
UNIFORM INDUSTRIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Code | Description | 2025 | 2024 |
|---|---|---|---|
| Amount | Amount | ||
| AAAA | Cash flows from (used in) operating activities | ||
| A10000 | Profit from continuing operations before tax | $ (102,605) | $ 59,281 |
| A20010 | Adjustments: | ||
| A20100 | Depreciation expense | 23,076 | 21,417 |
| A20200 | Amortization expense | 3,512 | 3,311 |
| A20300 | Expected credit impairment (profit) loss | 5,832 | (17,912) |
| A20400 | Net profit on financial assets at fair value through profit or loss | (371) | (369) |
| A20900 | Finance costs | 1,188 | 994 |
| A21200 | Interest income | (13,497) | (20,439) |
| A22500 | Gain on disposal of property, plant and equipment | (375) | — |
| A22700 | Gain on disposal of investment property | — | (25,009) |
| A22800 | Gain on disposal of intangible assets | — | (34) |
| A30000 | Changes in operating assets and liabilities: | ||
| A31150 | Accounts receivable | (22,604) | 62,927 |
| A31180 | Other receivables | (19,658) | (11,124) |
| A31200 | Inventories | 108,034 | 117,786 |
| A31240 | Other current assets | 410 | 1,754 |
| A32125 | Contract liability | 14,417 | 3,074 |
| A32130 | Notes payable | (528) | 115 |
| A32150 | Accounts payable | 12,221 | (62,336) |
| A32180 | Other payables | (6,785) | (54,299) |
| A32230 | Other current liabilities | 19,805 | 22,667 |
| A32240 | Net defined benefit liabilities | (188) | (188) |
| A33000 | Cash inflow generated from operations | 21,884 | 101,616 |
| A33100 | Interest received | 13,591 | 20,530 |
| A33300 | Interest paid | (1,188) | (1,003) |
| A33500 | Income taxes refund (paid) | 5,594 | (87,959) |
| AAAA | Net cash generated from operating activities | $ 39,881 | $ 33,184 |
(Continued)
UNIFORM INDUSTRIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars)
| Code | Description | 2025 | 2024 |
|---|---|---|---|
| Amount | Amount | ||
| BBBB | Cash flows from (used in) investing activities | ||
| B00020 | Proceeds from disposal of financial assets at fair value through other comprehensive income | $ - | $ 312 |
| B00040 | Acquisition of financial assets at amortized cost | (3,600) | 758 |
| B00100 | Acquisition of financial assets at fair value through profit or loss | (5,000) | - |
| B00200 | Proceeds from disposal of financial assets at fair value through profit or loss | 4,973 | 32,785 |
| B02700 | Acquisition of property, plant and equipment | (7,694) | (6,103) |
| B02800 | Proceeds from disposal of property, plant and equipment | 900 | - |
| B03700 | Increase in refundable deposits | (194) | (3) |
| B04500 | Acquisition of intangible assets | (1,691) | (987) |
| B04600 | Proceeds from disposal of intangible assets | - | 55 |
| B05500 | Proceeds from disposal of investment properties | - | 41,578 |
| B07100 | Increase in prepayment of equipment | (34,733) | (2,615) |
| BBBB | Net cash (used in) generated from investing activities | (47,039) | 65,780 |
| CCCC | Cash flows from (used in) financing activities | ||
| C01700 | Repayments of long-term borrowings | - | (5,881) |
| C03100 | Decrease in guarantee deposits received | - | (146) |
| C04020 | Payment of lease liabilities | (9,668) | (8,032) |
| C04500 | Cash dividends | (47,508) | (77,883) |
| C05800 | Change in non-controlling interests | 1,670 | - |
| CCCC | Net cash used in financing activities | (55,506) | (91,942) |
| DDDD | Effect of exchange rate changes on cash and cash equivalents | (4,416) | 8,839 |
| EEEE | Net (decrease) increase in cash and cash equivalents | (67,080) | 15,861 |
| E00100 | Cash and cash equivalents at beginning of year | 639,319 | 623,458 |
| E00200 | Cash and cash equivalents at end of year | $ 572,239 | $ 639,319 |
Please refer to the accompanying notes to the consolidated financial statements.
UNIFORM INDUSTRIAL CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2025 and 2024
(Expressed in thousands of New Taiwan Dollars, unless otherwise specified)
- HISTORY AND ORGANIZATION
UNIFORM INDUSTRIAL CORPORATION (“the Company”) was incorporated on October 6, 1983 as a company limited by shares under the Company Act of the Republic of China (R.O.C.). The address of its registered office and principal place of business is 1F., No.1, Ln. 15, Ziqiang St, Tucheng District, New Taipei City, Taiwan. The Company and its subsidiaries (the “Group”) are primarily engaged in the manufacture, processing and sales of various card readers, check readers, point-of-sale terminal, pin-pad payment device and encrypted keypad reader.
The Company’s common shares were listed on the Taiwan Stock Exchange (TWSE) on September 19, 2001.
The consolidated financial statements are presented in the Thousands of New Taiwan Dollars.
- AUTHORIZATION OF THE CONSOLIDATED FINANCIAL STATEMENTS
These consolidated financial statements were authorized for issuance by the Board of Directors on March 10, 2026.
- APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS
(1) Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRS Accounting Standards”) endorsed and issued into effect by the Financial Supervisory Commission (FSC).
Amendments to IAS 21, ‘Lack of Exchangeability’
The initial application of the Amendments to IAS 21, ‘Lack of Exchangeability’ did not have material impact on the Group’s accounting policies.
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(2) The IFRS Accounting Standards endorsed by the FSC for application starting from 2026
| New Standards, Interpretations and Amendments | Effective Date Announced by IASB |
|---|---|
| Amendments to IFRS 9 and IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments” | January 1, 2026 |
| Amendments to IFRS 9 and IFRS 7 “Contracts Referencing Nature-dependent Electricity” | January 1, 2026 |
| Annual Improvements to IFRS Accounting Standards — Volume 11 | January 1, 2026 |
| IFRS 17 “Insurance Contracts” (including the 2020 and 2021 amendments to IFRS 17) | January 1, 2023 |
1) Amendments to IFRS 9 and IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments”
A. The amendments to the application guidance of classification of financial assets, including:
i. If a financial asset contains a contingent feature that could change the timing or amount of contractual cash flows and the contingent event itself does not relate directly to changes in basic lending risks and costs (e.g., whether the debtor achieves a contractually specified reduction in carbon emissions), the financial asset has contractual cash flows that are solely payments of principal and interest on the principal amount outstanding if, and only if,
- In all possible scenarios (before and after the occurrence of a contingent event), the contractual cash flows are solely payments of principal and interest on the principal amount outstanding; and
- In all possible scenarios, the contractual cash flows would not be significantly different from the contractual cash flows on a financial instrument with identical contractual terms, but without such a contingent feature.
ii. To clarify that a financial asset has non-recourse features if the Group’s ultimate right to receive cash flows is contractually limited to the cash flows generated by specified assets.
iii. To clarify that the characteristics of contractually linked instruments include a prioritization of payments to the holders of financial assets using multiple contractually linked instruments (tranches) established through a waterfall payment structure, resulting in concentrations of credit risk and a disproportionate allocation of cash shortfalls from the underlying pool between the tranches.
B. The amendments to the application guidance of derecognition of financial liabilities
The amendments mainly stipulate that a financial liability is derecognized on the settlement date. However, when settling a financial liability in cash using an electronic payment system, the Group can choose to derecognize the financial liability before the settlement date if, and only if, the Group has initiated a payment instruction that resulted in:
- The Group having no practical ability to withdraw, stop or cancel the payment instruction;
- The Group having no practical ability to access the cash to be used for settlement as a result of the payment instruction; and
- The settlement risk associated with the electronic payment system being insignificant.
The Group shall apply the amendments retrospectively but is not required to restate prior periods. The effect of initially applying the amendments shall be recognized as an adjustment to the opening balance at the date of initial application. The Group may restate prior periods if, and only if, it is possible to do so without the use of hindsight.
Upon initial application of the IFRS Accounting Standards effective in 2026, the Group expects that the timing of derecognition of financial liabilities related to checks issued to counterparties but not yet cashed will be changed from the check issuance date to the date the checks are cashed by the counterparties. Comparative information will not be restated.
The Group has assessed that the application of above standards and interpretations will not have a material impact on the Group's financial position and financial performance.
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(3) New IFRS Accounting Standards in issue but not yet endorsed and issued into effect by the FSC
| New Standards, Interpretations and Amendments | Effective Date Announced by IASB (Note 1) |
|---|---|
| Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture” | To be determined by IASB |
| IFRS 18 “Presentation and Disclosure in Financial Statements” | January 1, 2027 (Note 2) |
| IFRS 19 “Subsidiaries without Public Accountability: Disclosures” (including the 2025 amendments to IFRS 19) | January 1, 2027 |
| Amendments to IAS 21 “Translation to a Hyperinflationary Presentation Currency” | January 1, 2027 |
Note 1: Unless stated otherwise, the above IFRSs are effective for annual reporting periods beginning on or after their respective effective dates.
Note 2: On September 25, 2025, the FSC announced that IFRS 18 will take effect starting from January 1, 2028. Domestic entities could elect to apply IFRS 18 for an earlier period after the endorsement of IFRS 18 by the FSC.
1) Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets between an Investor and its Associate or Joint Venture”
The amendments stipulate that, when the Group sells or contributes assets that constitute a business (as defined in IFRS 3) to an associate or joint venture, the gain or loss resulting from the transaction is recognized in full. Also, when the Group loses control of a subsidiary that contains a business but retains significant influence or joint control, the gain or loss resulting from the transaction is recognized in full.
Conversely, when the Group sells or contributes assets that do not constitute a business to an associate or joint venture, the gain or loss resulting from the transaction is recognized only to the extent of the Group’s interest as an unrelated investor in the associate or joint venture, i.e., the Group’s share of the gain or loss is eliminated. Also, when the Group loses control of a subsidiary that does not contain a business but retains significant influence or joint control over an associate or a joint venture, the gain or loss resulting from the transaction is recognized only to the extent of the Group’s interest as an unrelated investor in the associate or joint venture, i.e., the Group’s share of the gain or loss is eliminated.
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2) IFRS 18 “Presentation and Disclosure in Financial Statements” and consequential amendments
A. IFRS 18 will supersede IAS 1 “Presentation of Financial Statements”. The main changes comprise:
- To classify items of income and expenses presented in the statement of profit or loss into the operating, investing, financing, income taxes and discontinued operations categories, the Group shall assess whether it has specified main business activities of investing in particular types of assets and providing financing to customers.
- The statement of profit or loss shall present totals and subtotals for operating profit or loss, profit or loss before financing and income taxes and profit or loss.
- Provides guidance to enhance the requirements of aggregation and disaggregation: The Group shall identify the assets, liabilities, equity, income, expenses and cash flows that arise from individual transactions or other events and shall classify and aggregate them into groups based on shared characteristics, so as to result in the presentation in the primary financial statements of line items that have at least one similar characteristic. The Group shall disaggregate items with dissimilar characteristics in the primary financial statements and in the notes. The Group labels items as “other” only if it cannot find a more informative label.
- Disclosures on Management-defined Performance Measures (MPMs): When in public communications outside financial statements and communicating to users of financial statements management’s view of an aspect of the financial performance of the Group as a whole, the Group shall disclose related information about its MPMs in a single note to the financial statements, including the description of such measures, calculations, reconciliations to the subtotal or total specified by IFRS Accounting Standards and the income tax and non-controlling interests effects of related reconciliation items.
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B. The following consequential amendments have been made to IAS 7 "Statement of Cash Flows":
- The Group shall use operating profit or loss as the starting point when presenting cash flows from operating activities under the indirect method.
- Interest and dividends received by the Group shall be classified as investing activities, while interest and dividends paid shall be classified as financing activities. However, if, after assessment, the Group has a specific main operating activity, it shall determine how to classify dividends received, interest received and interest paid in the statement of cash flows by referring to how it classifies dividend income, interest income and interest expense in the statement of profit or loss. The total of each of these cash flows shall be classified in a single category in the statement of cash flows.
Except for the above impact, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impact that the application of above standards and interpretations will have on the Group's financial position and financial performance and will disclose the relevant impact when the assessment is completed.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below.
(1) Statement of compliance
The consolidated financial statements have been prepared in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers", International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretation as endorsed by the FSC (collectively referred herein as the "IFRSs").
(2) Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis except for financial instruments, which are measured at fair value and net defined benefit liabilities, which are measured at the present value of the defined benefit obligation less the fair value of plan assets.
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The fair value measurements are grouped into Levels 1 to 3 based on the degree to which the fair value measurement inputs are observable and the significance of the inputs to the fair value measurement in its entirety. The levels of inputs are described as follows:
1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;
2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e. derived from prices); and
3) Level 3 inputs are unobservable inputs for the assets or liability.
(3) The basis for the consolidated financial statements
1) Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (its subsidiaries) in which the Company is exposed, or has right, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Intra group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.
Total comprehensive income of subsidiaries is attributed to the shareholders of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Group.
Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions.
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2) Subsidiaries included in consolidated financial statements
The detail information of the subsidiaries at the end of the reporting period was as follows:
| Investor | Investee | Main business | Percentage of Ownership | Note | |
|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | ||||
| The Company | Uniform Industrial Corporation (UICU) | Sale of the card reader, POS system and video conference system | 100.00% | 100.00% | |
| The Company | Newsline Holding Inc. (Newsline) | Investment holding | 100.00% | 100.00% | Note 1 |
| The Company | NewPOS Technology Corporation (NewPOS) | Computer development, product design and sale of POS system | 96.74% | 99.95% | |
| The Company | Sphere Corp. (Sphere) | Other data processing, hosting and website hosting services | 100.00% | 100.00% | |
| Newsline | Elite Hill Holdings Limited | Investment holding | 100.00% | 100.00% | Note 1 |
| Elite | Bei Jing Jin Lian Shi Xun Technology Co., Ltd. | Selling network monitoring equipment | 100.00% | 100.00% | Note 1 |
| Sphere | Shinyu Entertainment Co., Ltd.(Shinyu) | Operation of restaurant | 100.00% | 100.00% |
Note 1: Above the table, the subsidiaries' financial report without auditing by accountant except UICU, NewPOS, Sphere and Shinyu; The Company management recognized financial reports without auditing by accountants will not have major adjustments.
3) Subsidiaries excluded from the consolidated financial statements: None.
(4) Foreign currencies
1) Foreign currency transactions
Foreign currency transactions are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period. Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising from the retranslation of non-monetary items are included in profit or loss for the period except for exchange differences arising from the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, and in which case, the exchange differences are also recognized directly in other comprehensive income. Non-monetary items that are measured at historical cost in a foreign currency are not retranslated.
2) Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on the acquisition, are translated into the presentation currency at the exchange rates at the reporting date. The income and expenses of foreign operations excluding foreign operations in hyperinflationary economies, are translated into the presentation currency at the average exchange rate. Exchange differences are recognized in other comprehensive income.
When a foreign operation is disposed of such that control, significant influence, or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.
When the settlement of a monetary receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, exchange differences arising from such a monetary item that is considered to form part of the net investment in the foreign operation are recognized in other comprehensive income.
(5) Classification of current and non-current assets and liabilities
Current assets include:
1) Assets held primarily for the purpose of trading;
2) Assets expected to be realized within twelve months after the reporting period; or
3) Cash and cash equivalents unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
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Current liabilities include:
1) Liabilities held primarily for the purpose of trading;
2) Liabilities expected to be settled within twelve months after the reporting period, even if an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the consolidated financial statements are authorized for issue; or
3) Liabilities for which the Group does not have the substantial right at the end of the reporting period to defer settlement for at least twelve months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
Terms of a liability that could, at the option of the counterparty, result in its settlement by the transfer of the Group's equity instruments do not affect its classification as current or non-current if the Group classifies the option as an equity instrument.
(6) Financial instruments
Financial assets and financial liabilities are recognized when a Group entity becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
1) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
A. Measurement category
Financial assets are classified into the following categories: Financial assets at fair value through profit or loss, financial assets at amortized cost and investments in equity instruments at fair value through other comprehensive income.
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i. Financial assets at fair value through profit or loss
Financial assets are classified as at FVTPL when the financial assets are mandatorily classified as at FVTPL. Financial assets mandatorily classified as at FVTPL include investments in equity instruments that are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.
ii. Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
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.
Subsequent to initial recognition, financial assets at amortized cost, including cash and cash equivalents, accounts receivable, time deposits with original maturities of more than 3 months, other receivables and refundable deposits, are measured at amortized cost, which equals the gross carrying amount determined using the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset, except for:
a. Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets.
b. Financial assets that are not credit-impaired on purchase or origination but have subsequently become credit-impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.
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iii. Investments in equity instruments at financial assets at fair value through other comprehensive income
On initial recognition, the Group may make an irrevocable election to designate investments in equity instruments as at financial assets at fair value through other comprehensive income. Designation as at financial assets at fair value through other comprehensive income is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.
Investments in equity instruments at financial assets at fair value through other comprehensive income are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.
Dividends on these investments in equity instruments are recognized in profit or loss when the Group’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.
B. Impairment of financial assets and contract assets
The Group recognizes a loss allowance for expected credit losses on financial assets at amortized cost (including accounts receivable) as well as contract assets.
The Group always recognizes lifetime expected credit losses (i.e. ECLs) for accounts receivable. For all other financial instruments, the Group recognizes lifetime ECLs when there has been a significant increase in credit risk since initial recognition. If on the other hand, the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-months ECLs.
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Expected credit losses reflect the weighted average of credit losses with the respective risks of default occurring as the weights. Lifetime ECLs represent the expected credit losses that will result from all possible default events over the expected life of a financial instrument. In contrast, 12-months ECLs represent the portion of lifetime ECLs that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.
The Group recognizes an impairment gain or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.
C. Derecognition of financial assets
The Group derecognized a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risk and rewards of ownership of the asset to another party.
Derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss.
Derecognition of an investment in an equity instrument at financial assets at fair value through other comprehensive income, the cumulative gain or loss which had been recognized in other comprehensive income is transferred directly to retained earnings, without recycling through profit or loss.
2) Financial liabilities
A. Subsequent measurement
All financial liabilities are measured at amortized cost using the effective interest method.
B. Derecognition of financial liabilities
The difference between the carrying amount of the financial liability derecognized and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
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(7) Inventories
The cost of inventories consists of all costs of purchase, costs of conversion, and other costs incurred in bringing the inventories to their present location and condition. The cost of inventories includes an appropriate share of fixed production overhead based on normal capacity and allocated variable production overhead based on actual output. However, unallocated fixed production overhead arising from lower or idle capacity is recognized in cost of goods sold during the period. Variable production overheads are allocated based on direct labor hours. Then, the inventories are measured at the lower of cost and net realizable value (NRV). Cost of inventories that are assigned using weighted average cost formula. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Variable manufacturing overhead is allocated based on the actual capacity of machinery and equipment. The net realizable value represents the estimated selling price in the ordinary course of business, less all estimated cost of completion and necessary selling expense.
(8) Property, plant and equipment
1) Recognition and measurement
Item of property, plant and equipment are measured at cost which includes capitalized borrowing costs, less accumulated depreciation. Cost includes expenditure that is directly attributed to the acquisition of the asset, as well as borrowing costs that qualify for capitalization under the relevant requirements. Software acquired for the purpose of integrating and enabling the functionality of the related equipment is also capitalized as part of the equipment.
Any gain or loss on disposal of an item of property, plant and equipment is determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item, and it shall be recognized in profit or loss, under net other income and expense.
2) Subsequent cost
Subsequent expenditure is capitalized only when it is probable that future economic benefits associated with the expenditure will flow to the Group. The carrying amount of those parts of fixed assets that are replaced is derecognized. Ongoing repairs and maintenance are expensed as incurred.
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3) Depreciation
Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful life of each component of an item of property, plant and equipment. Item of property, plant and equipment with the same useful life may be grouped in determining the depreciation charge. The remainder of the items may be depreciated separately. Land is not depreciated.
The estimated useful lives for the current and comparative periods of significant items of property, plant and equipment are as follows:
| Useful lives | |
|---|---|
| Buildings | 3-50 years |
| Machinery and equipment | 5-10 years |
| Transportation equipment | 3-5 years |
| Other equipment | 2-5 years |
(9) Lease
At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.
1) The Group as lessor
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Lease payments less any lease incentives payable from operating leases are recognized as income on a straight-line basis over the terms of the relevant leases. Initial direct costs incurred in obtaining operating leases are added to the carrying amounts of the underlying assets and recognized as expenses on a straight-line basis over the lease terms.
When a lease includes both land and building elements, the Group assesses the classification of each element separately as a finance or an operating lease based on the assessment as to whether substantially all the risks and rewards incidental to ownership of each element have been transferred to the lessee. The lease payments are allocated between the land and the building elements in proportion to the relative fair values of the leasehold interests in the land element and building element of the lease at the inception of a contract. If the allocation of the lease payments can be made reliably, each element is accounted for separately in accordance with its lease classification. When the lease payments cannot be allocated reliably between the land and building elements, the entire lease is generally classified as a finance lease unless it is clear that both elements are operating leases; in which case, the entire lease is classified as an operating lease.
2) The Group as lessee
The Group recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying for a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.
Right-of-use assets are initially measured at cost, which comprises the initial measurement of lease liabilities adjusted for lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs needed to restore the underlying assets, and less any lease incentives received. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms. If the costs of right-of-use assets reflect that the Group will exercise a purchase option, the Group depreciates the right-of-use assets from the commencement dates to the end of the useful lives of the underlying assets.
Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments, in-substance fixed payments, and variable lease payments which depend on an index or a rate, residual value guarantees, the exercise price of a purchase option if the Group is reasonably certain to exercise that option, and payments of penalties for terminating a lease if the lease term reflects such termination, less any lease incentives receivable. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses the lessee's incremental borrowing rate.
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Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in a lease term or a change in future lease payments resulting from a change in an index or a rate used to determine those payments, the Group remeasures the lease liabilities with a corresponding adjustment to the right-of-use-assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line in the consolidated balance sheets.
(10) Intangible assets
1) Goodwill
Goodwill is measured at cost less accumulated impairment losses. Impairment loss on equity investment in investees accounted for under the equity method is not allocated to any asset, including goodwill that forms part of the carrying amount of such investment.
2) Other intangible assets
Other intangible assets that are acquired by the Group are measured at cost less accumulated amortization and any accumulated impairment losses. The estimated useful lives for the current and comparative periods are as follows:
| Useful lives | |
|---|---|
| Software | 1-10 years |
| Trademark rights | 8 years |
The residual values, amortization periods and amortization methods for an intangible asset shall be reviewed at least annually at each fiscal year-end. Any changes shall be accounted for as changes in accounting estimates.
(11) Impairment of non-financial assets
1) Goodwill
Goodwill has been allocated is tested for impairment annually when there is an indication that the unit may be impaired by comparing its carrying amount, including the attributed goodwill, with its recoverable amount. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then pro-rata to the other assets of the unit based on the carrying amount of each asset in the unit. Any impairment loss is recognized directly in profit or loss. Any impairment loss recognized for goodwill is not reversed in subsequent periods.
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2) Tangible and intangible assets
The carrying amounts of the Group’s non-financial assets, other than assets arising from inventories, deferred tax assets, and assets arising from employee benefits, are reviewed at each reporting date to determine whether there is any indication of impairment. The recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. If it is not possible to determine the recoverable amount for the individual asset, then the Group will have to determine the recoverable amount for the asset’s cash-generating unit (CGU).
The recoverable amount for an individual asset or a CGU is the higher of its fair value less costs to sell and its value in use. If the recoverable amount of an asset or a CGU is less than its carrying amount, the carrying amount of the assets or a CGU shall be reduced to its recoverable amount and that reduction will be accounted as an impairment loss, which shall be recognized immediately in profit or loss.
An assessment is made at the end of each reporting period as to whether there is any indication that an impairment loss recognized in prior periods for an asset other than goodwill may no longer exist or may have decreased. An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. If any such indication exists, the recoverable amount of that asset is estimated.
(12) Revenue
The Group identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.
1) Revenue from the sale of goods
The Group shall recognize revenue when control of the products has transferred to the customer. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customers, and either the customers have accepted the products in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied.
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2) Revenue from the rendering of services
A. System Service Revenue
The Group provides cloud POS system, membership management system and other services, and the customers obtain and consume performance benefits at the same time, and the Group recognizes revenue using the straight-line method during the performance period.
B. Fee income
The transaction fee income is clearly related to satisfy each partitionable cash flow processing service, so the income is recognized when the transaction is processed.
The Group provision of third-party payment cash flow is the performance obligation of being ready to provide services at any time, so it is based on the time basis to measure the degree of completion of the performance obligation.
3) Financial components
The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customers exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.
(13) Employee benefits
1) Short-term employee benefits
When an employee has rendered service during an accounting period, the Group shall recognize the undiscounted amount of short-term employee benefits. A liability is recognized for the amount expected to be paid under short-term cash bonuses or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
2) Retirement benefits
A. Defined contribution plans
Obligations for contributions to defined contribution pension plans are expensed during the year in which employees render services.
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B. Defined benefit plans
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Group’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value. The fair value of any plan assets is deducted. The discount rate is the yield at the reporting date on government bonds that have maturity dates approximating the terms of the Group's obligations and that are denominated in the same currency in which the benefits are expected to be paid. The calculation is performed annually by a qualified actuary using the projected unit credit method.
When the benefits of a plan are improved, the portion of the increased benefit relating to past service by employees is recognized in profit or loss.
Remeasurement of the net defined benefit liability (asset), which comprises (1) actuarial gains and losses, (2) the return on plan assets (excluding interest), and (3) the effect of the asset ceiling is recognized immediately in other comprehensive income. The Group can reclassify the amounts recognized in other comprehensive income to retained earnings or other equity.
The Group recognizes gains or losses on the curtailment or settlement of a defined benefit plan when the curtailment or settlement occurs. The gain or loss on curtailment comprises any resulting change in the fair value of plan assets and any change in the present value of the defined benefit obligation.
(14) Taxation
Income tax expenses include both current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.
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Current taxes include tax payables and tax deduction receivable on taxable gains (losses) for the year calculated using the statutory tax rate on the reporting date or the actual legislative tax rate, as well as tax adjustments related to prior years.
Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes shall not be recognized for the following:
1) Assets and liabilities that are initially recognized but are not related to the business combination and that affect neither net income nor taxable gains (losses) at the time of the transaction.
2) Temporary differences related to investments in subsidiaries and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future.
3) Initial recognition of goodwill.
Deferred tax assets and liabilities are measured at tax rates that are expected to apply to the period when the asset is realized, or the liability is settled, which are normally the tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax assets and liabilities may be offset against each other if the following criteria are met:
1) The entity has the legally enforceable right to settle current tax assets and current tax liabilities on a net basis; and
2) The taxing of deferred tax assets and deferred tax liabilities fulfills one of the below scenarios:
A. levied by the same taxing authority; or
B. levied by difference taxing authorities, but where each such authority intends to settle tax assets and liabilities on a net basis every year of the period of expected realization or debt liquidation, or what the timing of asset realization and debt liquidation is matched.
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A deferred tax asset is recognized for the carryforwards of unused tax losses, unused tax credits, and temporary deductible differences to the extent that it is probable that future taxable profit will be available against which the unused tax losses, unused tax credits and temporary deductible differences can be utilized. Such unused tax losses, unused tax credits, and temporary deductible differences are also revaluated every year on the financial reporting date, and adjusted based on the probability that future taxable profit will be available against which the unused tax losses, unused tax credits, and temporary deductible differences can be utilized.
(15) Earning per share
The Group discloses the Company's basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share are calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share are calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares, such as convertible corporate bonds and employee bonus and employee compensation.
(16) Operating segments
An operating segment is a component of the Group that engages in business activities from which it may earn revenue and incur expenses (including revenues and expenses relating to transactions with other components of the Group). Operating results of the operating segment are regularly reviewed by the Group's chief operating decision-maker to make decisions about resources to be allocated to the segment and to assess its performance. Each operating segment consists of standalone financial information.
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5. SIGNIFICANT ACCOUNTING ASSUMPTIONS AND JUDGMENTS, AND MAJOR SOURCES OF ESTIMATION UNCERTAINTY
The preparation of the consolidated financial statements in conformity with IFRSs requires management to make judgments, estimates and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates.
The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.
For the assumptions and estimation uncertainties, there were no significant risk resulting in a material adjustment within the next financial year is as below:
Impairment of property, plant and equipment, right-of-use assets and intangible assets
Impairment of property, plant and equipment, right-of-use assets and intangible assets is evaluated based on the recoverable amount of assets, which is the higher of its fair value less costs of disposal and its value in use. Any changes in the market prices, future cash flows or discount rates will affect the recoverable amount of the assets and may lead to the recognition of additional impairment losses or the reversal of impairment losses.
6. EXPLANATION OF SIGNIFICANT ACCOUNTS
(1) Cash and cash equivalents
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Cash on hand | $ 396 | $ 420 |
| Demand deposits | 571,843 | 638,899 |
| $ 572,239 | $ 639,319 |
Please refer to note 6(4) for the deposit with the original maturities more than three months of the Group on December 31, 2025 and 2024.
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(2) Financial assets at fair value through profit or loss-current
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Mandatorily at fair value through profit or loss | ||
| Non-derivative financial assets | ||
| Trust beneficiary certificates | $ 26,996 | $ 26,598 |
(3) Financial assets at fair value through other comprehensive income – non-current
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Listed shares | $ 91,108 | $ — |
| Domestic Innovation Board listed shares | — | 140,211 |
| Total | $ 91,108 | $ 201,926 |
These investments in equity instruments are held for medium- to long-term strategic purposes. Accordingly, the management elected to designate these investments in equity instruments as at financial assets at fair value through other comprehensive income. The Group did not provide any financial assets at fair value through other comprehensive income as collateral.
(4) Financial assets at amortized cost-current
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Time deposits with an original maturity of more than 3 months | $ 57,652 | $ 55,606 |
The ranges of interest rates for time deposits with original maturities of more than 3 months were approximately 1.285%~3.930% and 1.425%~4.890% per annum as of December 31, 2025 and 2024, respectively.
(5) Accounts receivable
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Accounts receivable | ||
| At amortized cost | ||
| Accounts receivable | $ 59,519 | $ 36,915 |
| Less: Loss allowance | (8,417) | (2,617) |
| Total | $ 51,102 | $ 34,298 |
1) In principle, the payment term granted to customers is due 60 days. The Group applies the simplified approach to allowing for expected credit losses prescribed by IFRS 9, which permits the use of lifetime expected loss allowances for all accounts receivable. The expected credit losses on accounts receivable are estimated using an allowance matrix with reference to past default experiences of the debtor and an analysis of the debtor's current financial position, adjusted for general economic conditions of the industry in which the debtors operate, and an assessment of both the current as well as the forecasted direction of economic conditions at the reporting date. As the Group's historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Group's different customer base.
The Group writes off an accounts receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. For accounts receivable that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. The recovered amount is recognized in profit or loss.
2) The loss allowance of accounts receivable based on the Group's allowance matrix were as follows:
December 31, 2025
| Gross carrying amount | Weighted-average loss rate | Loss allowance provision | |
|---|---|---|---|
| Non-pass due | $ 36,792 | — | $ — |
| 1-30 days | 13,546 | 1.16% | 157 |
| 31-60 days | 3,320 | 72.26% | 2,399 |
| 61-90 days | 589 | 100.00% | 589 |
| Over 90 days | 5,272 | 100.00% | 5,272 |
| $ 59,519 | $ 8,417 |
December 31, 2024
| Gross carrying amount | Weighted-average loss rate | Loss allowance provision | |
|---|---|---|---|
| Non-pass due | $ 27,239 | — | $ — |
| 1-30 days | 7,695 | 8.27% | 636 |
| 31-60 days | 242 | 100.00% | 242 |
| 61-90 days | — | — | — |
| Over 90 days | 1,739 | 100.00% | 1,739 |
| $ 36,915 | $ 2,617 |
3) The movement in the allowance for accounts receivable were as follows:
| 2025 | 2024 | |
|---|---|---|
| Balance at January 1 | $ 2,617 | $ 19,619 |
| Add: Impairment losses recognized (reversed) | 5,832 | (17,912) |
| Less: Amounts that are written off | — | (20) |
| Foreign exchange gains/(losses) | (32) | 930 |
| Balance at December 31 | $ 8,417 | $ 2,617 |
(6) Inventories
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Raw materials | $ 64,433 | $ 145,307 |
| Work in process | 25,061 | 17,031 |
| Finished goods | 1,577 | 7,312 |
| Merchandise | 65,694 | 94,720 |
| Total | $ 156,765 | $ 264,370 |
| Allowance to reduce inventory to the market | $ 100,358 | $ 104,708 |
1) The details of the cost of goods sold were as follows:
| 2025 | 2024 | |
|---|---|---|
| Cost of inventories sold | $ 270,445 | $ 297,933 |
| Write-down of inventories | 5,794 | 24,491 |
| Others | 9,286 | 6,967 |
| Total | $ 285,525 | $ 329,391 |
2) The Group did not provide any inventories as collateral.
3) As of December 31, 2025 and 2024, the Group writes off allowance for inventory obsolescence were $9,715 thousand and $9,731 thousand, respectively.
(7) Property, plant and equipment
For the year ended December 31, 2025
| Balance at January 1, 2025 | Additions | Disposals | Reclassification | Effect of exchange rate changes | Balance at December 31, 2025 | |
|---|---|---|---|---|---|---|
| Cost | ||||||
| Land | $ 130,427 | $ — | $ — | $ — | $ — | $ 130,427 |
| Buildings | 31,385 | — | (105) | — | — | 31,280 |
| Machinery and equipment | 49,741 | 686 | (646) | — | (318) | 49,463 |
| Transportation equipment | 6,000 | 857 | (2,700) | — | — | 4,157 |
| Other equipment | 9,631 | 8,766 | (1,558) | — | (183) | 16,656 |
| Subtotal | 227,184 | 10,309 | (5,009) | — | (501) | 231,983 |
| Accumulated depreciation | ||||||
| Buildings | 15,018 | 4,712 | (105) | — | — | 19,625 |
| Machinery and equipment | 26,827 | 5,319 | (646) | — | (289) | 31,211 |
| Transportation equipment | 4,900 | 646 | (2,175) | — | — | 3,371 |
| Other equipment | 6,223 | 3,167 | (1,558) | — | (128) | 7,704 |
| Subtotal | 52,968 | 13,844 | (4,484) | — | (417) | 61,911 |
| Net value | $ 174,216 | $ (3,535) | $ (525) | $ — | $ (84) | $ 170,072 |
For the year ended December 31, 2024
| Balance at January 1, 2024 | Additions | Disposals | Reclassification | Effect of exchange rate changes | Balance at December 31, 2024 | |
|---|---|---|---|---|---|---|
| Cost | ||||||
| Land | $ 130,427 | $ — | $ — | $ — | $ — | $ 130,427 |
| Buildings | 37,675 | 2,885 | (9,175) | — | — | 31,385 |
| Machinery and equipment | 49,378 | 4,019 | (4,143) | — | 487 | 49,741 |
| Transportation equipment | 6,000 | — | — | — | — | 6,000 |
| Other equipment | 16,675 | 1,453 | (8,777) | — | 280 | 9,631 |
| Subtotal | 240,155 | 8,357 | (22,095) | — | 767 | 227,184 |
| Accumulated depreciation | ||||||
| Buildings | 19,445 | 4,748 | (9,175) | — | — | 15,018 |
| Machinery and equipment | 25,432 | 5,101 | (4,143) | — | 437 | 26,827 |
| Transportation equipment | 2,900 | 2,000 | — | — | — | 4,900 |
| Other equipment | 13,149 | 1,671 | (8,777) | — | 180 | 6,223 |
| Subtotal | 60,926 | 13,520 | (22,095) | — | 617 | 52,968 |
| Net value | $ 179,229 | $ (5,163) | $ — | $ — | $ 150 | $ 174,216 |
The property, plant and equipment held by the Group were pledged as collateral, please refer to Note 8.
(8) Lease arrangements
1) Right-of-use assets
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Carrying amounts | ||
| Buildings | $ 14,076 | $ 21,739 |
| Transportation equipment | 849 | 3,396 |
| Total | $ 14,925 | $ 25,135 |
| 2025 | 2024 | |
| Additions to right-of-use assets | $ — | $ 8,738 |
| Lease modification | $ (387) | $ — |
| The depreciation charge for right-of-use assets | ||
| Buildings | $ 6,685 | $ 5,298 |
| Transportation equipment | 2,547 | 2,547 |
| Total | $ 9,232 | $ 7,845 |
2) Lease liabilities
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Carrying amounts | ||
| Current | $ 8,543 | $ 10,016 |
| Non-current | $ 8,479 | $ 17,764 |
Range of discount rate for lease liabilities were as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Buildings | 4.50%~7.12% | 4.50%~7.12% |
| Transportation equipment | 2.02% | 2.02% |
3) Other lease information
| 2025 | 2024 | |
|---|---|---|
| Expenses relating to short-term leases | $ 2,250 | $ 2,651 |
| Expenses relating to low-value asset leases | $ 97 | $ 99 |
| Total cash outflow for leases | $ (13,127) | $ (11,729) |
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(9) Intangible assets
For the year ended December 31, 2025
| Balance at January 1, 2025 | Additions | Disposals | Reclassification | Effect of exchange rate changes | Balance at December 31, 2025 | |
|---|---|---|---|---|---|---|
| Cost | ||||||
| Goodwill | $ 23,350 | $ — | $ — | $ — | $ — | $ 23,350 |
| Trademark right | 450 | — | — | — | — | 450 |
| Software | 16,047 | 1,691 | (902) | — | (183) | 16,653 |
| Other intangible assets | 48 | — | — | — | — | 48 |
| Subtotal | 39,895 | 1,691 | (902) | — | (183) | 40,501 |
| Accumulated amortization | ||||||
| Goodwill | 23,350 | — | — | — | — | 23,350 |
| Trademark right | 398 | 52 | — | — | — | 450 |
| Software | 10,669 | 3,460 | (902) | — | (160) | 13,067 |
| Subtotal | 34,417 | 3,512 | (902) | — | (160) | 36,867 |
| Net value | $ 5,478 | $ (1,821) | $ — | $ — | $ (23) | $ 3,634 |
For the year ended December 31, 2024
| Balance at January 1, 2024 | Additions | Disposals | Reclassification | Effect of exchange rate changes | Balance at December 31, 2024 | |
|---|---|---|---|---|---|---|
| Cost | ||||||
| Goodwill | $ 23,350 | $ — | $ — | $ — | $ — | $ 23,350 |
| Trademark right | 450 | — | — | — | — | 450 |
| Software | 15,179 | 939 | (352) | — | 281 | 16,047 |
| Other intangible assets | 21 | 48 | (21) | — | — | 48 |
| Subtotal | 39,000 | 987 | (373) | — | 281 | 39,895 |
| Accumulated amortization | ||||||
| Goodwill | 23,350 | — | — | — | — | 23,350 |
| Trademark right | 342 | 56 | — | — | — | 398 |
| Software | 7,526 | 3,255 | (352) | — | 240 | 10,669 |
| Subtotal | 31,218 | 3,311 | (352) | — | 240 | 34,417 |
| Net value | $ 7,782 | $ (2,324) | $ (21) | $ — | $ 41 | $ 5,478 |
From January 1, 2024 to December 31, 2025, The goodwill has been fully impaired, and there are no sign of impairment for other intangible assets.
(10) Other payables
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Payable for salaries and bonuses | $ 23,582 | $ 19,301 |
| Payable for employee’ compensation | 5,500 | 21,500 |
| Payable for remuneration of directors | 720 | 1,000 |
| Payable for pension | 1,402 | 1,650 |
| Payable for insurance | 2,627 | 2,378 |
| Payable for service cost – vouchers | 13,754 | 5,552 |
| Others | 9,798 | 12,787 |
| Total | $ 57,383 | $ 64,168 |
(11) Retirement benefit plans
1) Defined contribution plans
The Company and its domestic subsidiaries adopted a pension plan under the Labor Pension Act (the LPA), which is a stated-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employee's individual pension accounts at $6\%$ of monthly salaries and wages. Defined contribution retirement method adopted by overseas subsidiaries, allocate pensions in accordance with local laws and regulations, and recognize the amount of pensions that should be appropriated in the current period as expenses for the current period. The Group recognized retirement costs were $\$8,078$ thousand and $\$10,550$ thousand in 2025 and 2024.
2) Defined benefit plans
Reconciliation of defined benefit obligations at present value and plan assets at fair value were as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| The present value of the defined benefit obligation | $ 9,144 | $ 8,616 |
| The fair value of plan assets | (7,561) | (6,767) |
| Net defined benefit liabilities | $ 1,583 | $ 1,849 |
The defined benefit plans were only adopted by the Company of the Group in accordance with the Labor Standards Act. Pension benefits are calculated on the basis of length of service and average monthly salaries of the 6 months before retirement. The Company contributes amounts equal to 2% of totally monthly salaries and wages to a pension fund administered by the pension fund monitoring committee. Pension contributions are deposited in the Bank of Taiwan in the committee’s name. Before the end of each year, the Group assesses the balance in the pension fund. If the amount of the balance in the pension fund is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Group is required to fund the difference in one appropriation that should be made before the end of March of the next year. The pension fund is managed by the Bureau of Labor Funds, Ministry of Labor, the Company has no right to influence the investment policy and strategy.
A. Composition of plan assets
The Company allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings shall be no less than earnings attainable from two-year time deposits with interest rates offered by local banks.
The Company's Bank of Taiwan labor pension reserve account balance amounted to $7,561 thousand and $6,767 thousand at the end of December 31, 2025 and 2024. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.
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B. Movements in the present value of the defined benefit obligations
The movement in the present value of the defined benefit obligations for the Company in 2025 and 2024 were as follows:
| 2025 | 2024 | |
|---|---|---|
| Defined benefit obligations at January 1 | $ 8,616 | $ 9,339 |
| Current service costs and interest cost | 172 | 152 |
| Remeasurement on the net defined benefit liabilities | ||
| Actuarial loss/(gain) - changes in financial assumptions | 296 | (473) |
| Actuarial loss/(gain) - experience adjustments | 60 | (337) |
| Benefits paid | — | (65) |
| Defined benefit obligations at December 31 | $ 9,144 | $ 8,616 |
C. The fair value of the plan assets
The movements in the fair value of the plan assets for the Company in 2025 and 2024 were as follows:
| 2025 | 2024 | |
|---|---|---|
| The fair value of plan assets at January 1 | $ 6,767 | $ 5,985 |
| Interest income | 138 | 100 |
| Remeasurement on the net defined benefit liabilities (assets) | ||
| Return on plan assets excluding interest income | 434 | 507 |
| Contributions made | 222 | 240 |
| Benefits paid | — | (65) |
| The fair value of plan assets at December 31 | $ 7,561 | $ 6,767 |
D. Changes in the effect of the asset ceiling
In 2025 and 2024, there was no effect of the asset ceiling.
E. Expenses recognized in profit or loss
The expenses recognized in profit or loss for the Company in 2025 and 2024 were as follows:
| 2025 | 2024 | |
|---|---|---|
| Net interest of net liabilities for defined benefit obligations | $ 34 | $ 52 |
| Operating costs | $ 13 | $ 22 |
| Selling and marketing expenses | 8 | 11 |
| General and administrative expenses | 4 | 6 |
| Research and development expenses | 9 | 13 |
| $ 34 | $ 52 |
F. Remeasurement of net defined benefit liability (asset) recognized in other comprehensive income
The Company’s remeasurement of the net defined benefit liability (asset) recognized in other comprehensive income for the years ended December 31, 2025 and 2024 were as follows:
| 2025 | 2024 | |
|---|---|---|
| The accumulated amount at January 1 | $ (4,005) | $ (5,322) |
| Recognized during the period | 78 | 1,317 |
| The accumulated amount at December 31 | $ (3,927) | $ (4,005) |
G. Actuarial assumptions
The principal assumptions of the actuarial valuation were as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Discount rate | 1.750% | 2.000% |
| Future salary increases rate | 3.000% | 3.000% |
The Company expects to make a contribution of $221 thousand to the defined benefit plans in the year following December 31, 2025.
The weighted-average duration of the defined benefit plan range is 13.33 years.
H. Sensitivity assumptions
The following table summarizes the impact of a change in the assumptions on the present value of the defined benefit obligation on December 31, 2025 and 2024:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Discount rate | ||
| 0.25% Increase | $ (297) | $ (300) |
| 0.25% Decrease | $ 308 | $ 313 |
| Future salary change | ||
| 0.25% Increase | $ 298 | $ 304 |
| 0.25% Decrease | $ (289) | $ (294) |
Each sensitivity analysis considers the change in one assumption at a time, leaving the other assumptions unchanged. This approach shows the isolated effect of changing one individual assumption but does not take into account that some assumptions are related. The method used to carry out the sensitivity analysis is the same as the calculation of the net defined benefit liabilities recognized in the balance sheets.
The method used to carry out the sensitivity analysis is the same as in the prior year.
(12) Equity
1) Capital
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Number of stocks authorized (in thousands) | 100,000 | 100,000 |
| Stocks authorized | $ 1,000,000 | $ 1,000,000 |
| Stocks issued (in thousands) | 77,883 | 77,883 |
| Stocks issued | $ 778,827 | $ 778,827 |
The par value of issued common stock is $10 (dollars) per share, and each share with one vote and a right to dividend.
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50
2) Capital surplus
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| May be able to be used to offset a deficit, distributed as cash dividends, or transferred to share capital | ||
| Additional paid-in capital arising from common stock | $ 8,138 | $ 8,138 |
| Additional paid-in capital arising from bond conversion | 137,511 | 137,511 |
| Gain on disposals of assets | 916 | 916 |
| Changes in ownership interests in subsidiaries | 1,423 | — |
| Total | $ 147,988 | $ 146,565 |
In accordance with the Company Act, realized capital reserves could only be reclassified as share capital or distributed as cash dividends after offsetting losses. The aforementioned capital reserves include share premiums and donation gains. In accordance with the Regulations Governing the offering and Insurance of Securities by Securities Issuers, the amount of capital reserves to be reclassified under share capital shall not exceed 10% of the actual share capital amount.
3) Retained earnings and dividend policy
The Company’s article of incorporation stipulates that Company’s net earnings should first be used to offset the prior year’s deficits, if any, before paying any income taxes. Of the remaining balance, 10% is to be appropriated as a legal reserve, and then any remaining profit together with any undistributed retained earnings shall be distributed according to the distribution plan proposed by the Board of Directors and submitted to the stockholder’s meeting for approval.
The Company shall take into consideration its operating environment, industry developments, and the future capital needs and long-term financial plan, and the Company distributed earning no less than 10% to withdraw share dividends. However, the accumulated distributed earning is less than 5% of capital, which is not qualified for earnings distribution; therefore, the Company should distribute the undistributed earnings in the form of shares or in cash. The cash dividends shall not be less than 10% of the total dividends. However, the cash dividend of value less than 0.5 dollars should be distributed by shares.
The appropriations of earnings for 2024 and 2023, which were approved in the shareholders' meetings on May 28, 2025 and May 28, 2024, respectively, were as follows:
| 2024 | 2023 | |
|---|---|---|
| Legal reserve | $ 6,367 | $ 18,653 |
| Special reserve | — | (36,691) |
| Cash dividends | 47,508 | 77,883 |
| Cash dividends per share (NT$) | 0.61 | 1.0 |
The Company's Board of Directors has proposed the profit distribution plan for 2025 on March 10, 2026. The profit distribution plan for the year 2025 is still pending and is expected to be resolved at the annual general shareholders' meeting on May 27, 2026.
4) Special reserve
In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items (Exchange differences on translating the financial statements of foreign operations, financial assets at fair value through other comprehensive income, gain (losses) on the effective portion of cash flow hedges, excluding treasury stock) at the end of the financial reporting period before distributing earnings. When the debit balance on other equity items is reserved subsequently, the reserved amount could be included in the distributable earnings.
(13) Earnings/(loss) per share
1) Basic earnings/(loss) per share
The calculation of basic earnings/(loss) per share and the weighted average number of ordinary shares were as follows:
| 2025 | 2024 | |
|---|---|---|
| Profit/(loss) attributable to ordinary shareholders of the parent (in thousands) | $ (84,548) | $ 63,089 |
| Weighted-average number of ordinary shares (thousand shares) | 77,883 | 77,883 |
| Basic earnings/(loss) per share (dollars) | $ (1.09) | $ 0.81 |
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2) Diluted earnings/(loss) per share
The calculation of diluted earnings/(loss) per share and the weighted average number of ordinary shares were as follows:
| 2025 | 2024 | |
|---|---|---|
| Profit/(loss) attributable to ordinary shareholders of the parent (in thousands) | $ (84,548) | $ 63,089 |
| Profit/(loss) attributable to ordinary shareholders of the parent (in thousands) | $ (84,548) | $ 63,089 |
| Weighted-average number of ordinary shares (thousand shares) | 77,883 | 77,883 |
| Effect of potentially dilutive ordinary shares: | ||
| Employee share options (thousand shares) | — | 287 |
| Weighted average number of ordinary shares in computation of diluted earnings/(loss) per share (thousand shares) | 77,883 | 78,170 |
| Diluted earnings/(loss) per share (dollars) | $ (1.09) | $ 0.81 |
Since the Group offered to settle the compensation or bonuses paid to employees in cash or stocks, the Group assumed the entire amount of the compensation or bonus would be settled in stocks and the resulting potential stocks were included in the weighted average number of stocks outstanding used in the computation of diluted earnings per share, as the effect dilutive. Such a dilutive effect of the potential stocks is included in the computation of diluted earnings per share until the number of stocks to be distributed to employees is resolved in the following year.
The Group incurred a net loss after tax for the year 2025; therefore, diluted earnings per share were not calculated as they would have been anti-dilutive.
(14) Revenue from contracts
1) Contact balances
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Accounts receivable | $ 51,102 | $ 34,298 |
| Contract liabilities | $ 34,933 | $ 20,516 |
The changes in the contract liability balances primarily result from the timing difference between the satisfaction of performance obligation and the customer's payment.
2) Details of revenue
| 2025 | ||||
|---|---|---|---|---|
| UIC | UICU | Others | Total | |
| Revenue from the sale of goods | $ 90,740 | $ 355,712 | $ 8,937 | $ 455,389 |
| Revenue from the sale of system service | — | — | 25,523 | 25,523 |
| Processing service fees income | — | — | 14,893 | 14,893 |
| Total | $ 90,740 | $ 355,712 | $ 49,353 | $ 495,805 |
| 2024 | ||||
| UIC | UICU | Others | Total | |
| Revenue from the sale of goods | $ 89,341 | $ 472,853 | $ 5,430 | $ 567,624 |
| Revenue from the sale of system service | — | — | 19,435 | 19,435 |
| Processing service fees income | — | — | 9,518 | 9,518 |
| Total | $ 89,341 | $ 472,853 | $ 34,383 | $ 596,577 |
(15) Interest income
| 2025 | 2024 | |
|---|---|---|
| Bank deposits | $ 13,497 | $ 20,439 |
(16) Other income
| 2025 | 2024 | |
|---|---|---|
| Rent income | $ - | $ 71 |
| Other income | 2,294 | 1,886 |
| Total | $ 2,294 | $ 1,957 |
(17) Other gains and losses
| 2025 | 2024 | |
|---|---|---|
| Foreign exchange gains (losses) | $ (21,384) | $ 38,249 |
| Gain on financial assets at fair value through profit | 371 | 369 |
| Gain on disposal of property, plant and equipment | 375 | — |
| Gain on disposal of investment property | — | 25,009 |
| Gain on disposal of intangible assets | — | 34 |
| Loss on disposal of investments | — | (840) |
| Total | $ (20,638) | $ 62,821 |
(18) Finance costs
| 2025 | 2024 | |
|---|---|---|
| Interest on bank borrowing | $ (76) | $ (47) |
| Interest on lease liabilities | (1,112) | (947) |
| Total | $ (1,188) | $ (994) |
(19) Compensation of employees and remuneration of directors
In accordance the Company's Articles of Incorporation, annual earning shall first be offset against any deficit, then, a minimum of 5% shall be allocated as employee compensation, and a maximum of 5% be allocated as directors' remuneration. The amendments explicitly stipulate that no less than 20% of employees' compensation should be allocated as distributions for non-executive employees. Employees who are entitled to receive the abovementioned employee compensation, in share or cash, include the employees of subsidiaries of the Company who meet certain specific requirements.
For the year ended December 31, 2025, the Company incurred a net loss before tax; therefore, no provision was made for employees' compensation and directors' remuneration. For the year ended December 31, 2024, the compensation of employees amounted to $5,500 thousand and the remuneration of directors amounted to $280 thousand.
If there is a change in the amounts after the annual consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate.
The compensation of employees and remuneration of directors for the years ended December 31, 2024 and 2023 which have been approved by the Company's board of directors on March 12, 2025 and March 6, 2024 are as follows:
| 2024 | 2023 | |
|---|---|---|
| Compensation of employees | $ 5,500 | $ 16,000 |
| Remuneration of directors | 280 | 4,720 |
| Total | $ 5,780 | $ 20,720 |
There is no difference between the actual amounts of compensation of employees and remuneration of directors paid and the amounts recognized in the consolidated financial statements for the years ended December 31, 2024 and 2023.
54
Information about the appropriation of compensation of employees and remuneration of directors by the Company as approved by the Board of Directors is posted in the Market Observation Post System website of the Taiwan Stock Exchange.
(20) Income taxes
1) Major components of income tax expense recognized in profit or loss:
| 2025 | 2024 | |
|---|---|---|
| Current tax expense | ||
| Current period | $ — | $ 6,923 |
| Adjustment for prior periods | (387) | (1,598) |
| Deferred tax expense | ||
| Current period | (17,666) | (15,672) |
| Adjustment for prior periods | (62) | 6,540 |
| Total | $ (18,115) | $ (3,807) |
2) A reconciliation of accounting profit and income tax expenses were as follows:
| 2025 | 2024 | |
|---|---|---|
| Income tax expense calculated at the statutory rate | $ (23,314) | $ 7,955 |
| Nondeductible expenses in determining taxable income | (80) | (219) |
| Tax - exempt income | 5 | (4,631) |
| Domestic investment gain (loss) using equity method | 2,928 | (1,755) |
| Adjustment in respect of current income tax of prior periods | (387) | (1,598) |
| Adjustment in respect of deferred tax of prior periods | (62) | 6,540 |
| Land value increment tax | — | 589 |
| Income tax on unappropriated earnings | — | 6,334 |
| Unrecognized temporary differences | — | (29,356) |
| Unrecognized net operating loss carryforwards | 6,317 | 12,684 |
| Other | (3,522) | (350) |
| Income tax recognized in profit or loss | $ (18,115) | $ (3,807) |
3) Income tax recognized in other comprehensive income:
| 2025 | 2024 | |
|---|---|---|
| Deferred tax | ||
| Current period | ||
| Exchange differences on translating the financial statements of foreign operations | $ (1,179) | $ 1,889 |
| Remeasurement of defined benefit plans | 16 | 263 |
| Total | $ (1,163) | $ 2,152 |
4) Current tax assets:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Current tax assets | ||
| Tax refund receivable | $ 4,143 | $ 2,039 |
5) Deferred tax assets and liabilities:
The movements of deferred tax assets and deferred tax liabilities were as follows:
| 2025 | |||||
|---|---|---|---|---|---|
| Balance at January 1, 2025 | Recognized in profit or loss | Recognized in other comprehensive income | Exchange differences | Balance at December 31, 2025 | |
| Deferred tax assets | |||||
| Temporary differences | |||||
| Inventory loss from the falling price | $ 18,863 | $ (790) | $ — | $ — | $ 18,073 |
| Unrealized gain on inter-affiliate accounts | 6,407 | (3,806) | — | — | 2,601 |
| Payable for annual leave | 1,546 | — | — | — | 1,546 |
| Net operating loss carryforwards | 24,329 | 9,990 | — | — | 34,319 |
| Defined benefit pension plans | 370 | (37) | (16) | — | 317 |
| Other | 301 | — | — | — | 301 |
| $ 51,816 | $ 5,357 | $ (16) | $ — | $ 57,157 | |
| Deferred tax liabilities | |||||
| Temporary differences | |||||
| Exchange differences on translating the financial statements of foreign operations | $ (1,618) | $ — | $ 1,179 | $ — | $ (439) |
| Unrealized exchange gains | (2,441) | 1,260 | — | — | (1,181) |
| Investment accounted for using equity method | (22,135) | 11,111 | — | — | (11,024) |
| $ (26,194) | $ 12,371 | $ 1,179 | $ — | $ (12,644) |
57
| 2024 | |||||
|---|---|---|---|---|---|
| Balance at January 1, 2024 | Recognized in profit or loss | Recognized in other comprehensive income | Exchange differences | Balance at December 31, 2024 | |
| Deferred tax assets | |||||
| Temporary differences | |||||
| Inventory loss from the falling price | $ 15,493 | $ 3,370 | $ — | $ — | $ 18,863 |
| Unrealized gain on inter-affiliate accounts | 14,897 | (8,490) | — | — | 6,407 |
| Exchange differences on translating the financial statements of foreign operations | 271 | — | (271) | — | — |
| Payable for annual leave | 1,546 | — | — | — | 1,546 |
| Unrealized exchange losses | 3,298 | (3,298) | — | — | — |
| Net operating loss carryforwards | — | 24,329 | — | — | 24,329 |
| Defined benefit pension plans | 670 | (37) | (263) | — | 370 |
| Investment accounted for using equity method | 23 | (23) | — | — | — |
| Other | 301 | — | — | — | 301 |
| $ 36,499 | $ 15,851 | $ (534) | $ — | $ 51,816 | |
| Deferred tax liabilities | |||||
| Temporary differences | |||||
| Exchange differences on translating the financial statements of foreign operations | $ — | $ — | $ (1,618) | $ — | $ (1,618) |
| Unrealized exchange gains | — | (2,441) | — | — | (2,441) |
| Investment accounted for using equity method | (24,397) | 2,262 | — | — | (22,135) |
| $ (24,397) | $ (179) | $ (1,618) | $ — | $ (26,194) |
6) Unrecognized deferred tax assets:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Operating loss carryforwards | $ 284,415 | $ 255,209 |
| Deductible temporary differences | 183,656 | 183,657 |
| $ 468,071 | $ 438,866 |
7) As of December 31, 2025, the information of components within the Group unused tax losses were as follows:
| Unused tax loss | Expiry date | |
|---|---|---|
| $ | 30,162 | 2026 |
| 31,250 | 2027 | |
| 38,211 | 2028 | |
| 20,266 | 2029 | |
| 15,468 | 2030 | |
| 16,559 | 2031 | |
| 15,267 | 2032 | |
| 21,971 | 2033 | |
| 185,346 | 2034 | |
| 81,514 | 2035 | |
| $ | 456,014 |
8) Assessment of tax:
The tax returns of the Company and its subsidiaries, NewPOS and Sphere, for the years through 2023 were assessed by the Taipei National Tax Administration.
(21) Additional information of expense by nature
The Group of employee benefit expenses, depreciation and amortization as of December 31, 2025 and 2024 were as follows:
| 2025 | 2024 | |||||
|---|---|---|---|---|---|---|
| Recognized in cost of revenue | Recognized in operating expenses | Total | Recognized in cost of revenue | Recognized in operating expenses | Total | |
| Employee benefit expenses | ||||||
| Salary and bonus | $ 35,439 | $ 170,474 | $ 205,913 | $ 39,085 | $ 178,249 | $ 217,334 |
| Labor and Health Insurance | 4,367 | 18,715 | 23,082 | 5,141 | 19,473 | 24,614 |
| Pension | 2,000 | 6,112 | 8,112 | 2,397 | 8,205 | 10,602 |
| Other employees benefit expenses | 1,835 | 9,389 | 11,224 | 2,182 | 10,754 | 12,936 |
| Depreciation | 6,361 | 16,715 | 23,076 | 5,686 | 15,679 | 21,365 |
| Amortization | — | 3,512 | 3,512 | — | 3,311 | 3,311 |
Note: For the years ended December 31, 2025 and 2024, the investment property depreciation recognized $0 thousand and $52 thousand, respectively, which was classified as other revenue and expense - deduction of other revenue.
(22) Financial instruments
1) Categories of financial instruments
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Financial assets | ||
| Financial assets at fair value through profit or loss | $ 26,996 | $ 26,598 |
| Financial assets at fair value through other comprehensive income | 91,108 | 140,211 |
| Financial assets at amortized cost (Note 1) | 753,234 | 781,706 |
| Total | $ 871,338 | $ 948,515 |
| Financial liabilities | ||
| Financial liabilities at amortized cost (Note 2) | $ 44,499 | $ 27,594 |
Note 1: Including cash and cash equivalents, financial assets at amortized cost - current, accounts receivable, other receivables and guarantee deposits paid.
Note 2: Including notes and accounts payable and other payables.
2) The fair value of financial instruments
A. Fair value of financial instruments not measured at fair value
Except those listed in the table below, the Group’s management considers that financial assets at amortized cost (including cash and cash equivalents, financial assets at amortized cost - current, accounts receivable, other receivables and guarantee deposits paid) and financial liabilities at amortized cost (including notes and accounts payable and other payables) in the consolidated financial statements that are not measured at fair value approximate their fair values.
B. The fair value of financial instruments that are measured at fair value on a recurring basis
i. Fair value hierarchy
| December 31, 2025 | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| Financial assets at FVTPL | ||||
| Non-derivative financial assets | ||||
| Trust beneficiary certificates | $ 26,996 | $ — | $ — | $ 26,996 |
| Financial assets at FVTOCI | ||||
| Listed shares | 91,108 | — | — | 91,108 |
| $ 118,104 | $ — | $ — | $ 118,104 |
December 31, 2024
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial assets at FVTPL | ||||
| Non-derivative financial assets | ||||
| Trust beneficiary certificates | $ 26,598 | $ - | $ - | $ 26,598 |
| Financial assets at FVTOCI | ||||
| Domestic Innovation Board listed shares | - | 140,211 | - | 140,211 |
| $ 26,598 | $ 140,211 | $ - | $ 166,809 |
ii. GOGOLOOK CO., LTD. was reclassified from the Taiwan Innovation Board to the Main Board on May 16, 2025. Accordingly, the fair value measurement of its shares was transferred from Level 2 to Level 1 of the fair value hierarchy. There were no transfers between Level 1 and 2 in 2024.
iii. Valuation techniques and inputs applied for Level 2 fair value measurement
The fair value of Domestic Innovation Board listed shares is assessed using the Market Approach.
3) Financial risk management objectives
The Group are exposed to the credit risks, liquidity risk and market risk (currency risk, interest rate risk and other price risks) due to its operating activities. This note presents information about the Group's exposure to each of the above risks and the objectives, policies, and processes for measuring and managing risk. Please refer to other related notes for quantitative information.
The Board of Directors has the overall responsibility for the establishment and oversight of the Group's risk management framework. The Group's risk management policies are established to identify and analyze the risk faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities.
The Group’s supervisor is assisted in its oversight role by the Internal Audit. The internal auditors perform regular reviews by taking risk management control procedures and report to the Board of Directors.
A. Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, arises principally from the Group’s cash and cash equivalents, trust beneficiary certificates and receivables from customers. The Group’s maximum exposure to credit risk which is financial assets book value were as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Maximum exposure to credit risk amount | $ 871,338 | $ 948,515 |
The Group bank deposits and trust beneficiary certificate were in financial institutions with good credit and believed that will not have any significant credit risk.
As of December 31, 2025 and 2024, three clients accounted for a total of 60.50% and 41.26%, respectively, of the Group’s accounts receivable credit risk. In order to reduce credit risk, the Group has established a credit policy under which each customer is analyzed individually for creditworthiness for the purpose of setting the credit limit. Additionally, the Group continuously evaluates the credit quality of customers and utilizes insurance to minimize credit risk.
B. Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group's finance department shall monitor and forecast the Group's liquidity needs, ensure sufficient funds to meet operational needs. As of December 31, 2025 and 2024, the financial limit were $35,000 thousand and $335,000 thousand.
61
The table below summarizes the maturity profile of the Group's financial liabilities based on the undiscounted contractual payment.
| December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| Carrying Amount | Contractual cash flow | Within 6 months | Over 6 months to 12 months | Over 1 year to 2 years | More than 2 years | |
| Non-derivative financial liabilities | ||||||
| Notes payable | $ 697 | $ 697 | $ 697 | $ — | $ — | $ — |
| Accounts payable | 20,303 | 20,303 | 20,303 | — | — | — |
| Other payables | 23,499 | 23,499 | 23,499 | — | — | — |
| Lease liabilities | 17,022 | 18,299 | 5,012 | 4,228 | 5,208 | 3,851 |
| Total | $ 61,521 | $ 62,798 | $ 49,511 | $ 4,228 | $ 5,208 | $ 3,851 |
| December 31, 2024 | ||||||
| Carrying Amount | Contractual cash flow | Within 6 months | Over 6 months to 12 months | Over 1 year to 2 years | More than 2 years | |
| Non-derivative financial liabilities | ||||||
| Notes payable | $ 1,225 | $ 1,225 | $ 1,225 | $ — | $ — | $ — |
| Accounts payable | 8,082 | 8,082 | 8,082 | — | — | — |
| Other payables | 18,287 | 18,287 | 18,287 | — | — | — |
| Lease liabilities | 27,780 | 30,275 | 5,538 | 5,634 | 9,614 | 9,489 |
| Total | $ 55,374 | $ 57,869 | $ 33,132 | $ 5,634 | $ 9,614 | $ 9,489 |
The Group did not expect that the cash flows included in the maturity analysis would occur significantly earlier or at significantly different amounts.
C. Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimizing the return.
i. Currency risk and sensitivity analysis
The Group is exposed to currency risk on sales and purchases that are denominated in a currency other than the respective functional currencies of the Group's entities.
The Group's exposure to foreign currency risk arises from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, accounts receivable and payable, other receivables and payables. The carrying amounts of the Group's foreign currency-denominated monetary assets and monetary liabilities were as follows:
| December 31, 2025 | |||||
|---|---|---|---|---|---|
| Foreign currency | Exchange rate | NTD | Extent of variation | Effect on profit or loss (before income tax) | |
| Financial assets | |||||
| USD | $ 5,654 | 31.430 | $ 177,701 | 1% | $ 1,777 |
| Financial liabilities | |||||
| USD | 136 | 31.430 | 4,270 | 1% | 43 |
| December 31, 2024 | |||||
| Foreign currency | Exchange rate | NTD | Extent of variation | Effect on profit or loss (before income tax) | |
| Financial assets | |||||
| USD | $ 9,524 | 32.785 | $ 312,230 | 1% | $ 3,122 |
| Financial liabilities | |||||
| USD | 37 | 32.785 | 1,220 | 1% | 12 |
ii. Interest rate risk
The Group continues to reduce borrowings from financial institutions. Therefore, the management of the Group believes that fluctuations in borrowing interest rates have no significant impact on the Group.
iii. Other market price risk
i) The Group held open-end funds that the main investment targets were bound and money market funds (classified as financial assets at fair value through profit or loss). The Group anticipates that there is no significant market risk related to the funds.
ii) The Group invests in equity instruments issued by domestic companies (classified as financial assets at fair value through other comprehensive income – non-current), and the price of these equity instruments will be affected by the uncertainty of the future value of the investment target.
If equity prices had been 5% higher/lower, pre-tax other comprehensive income for the year ended December 31, 2025 and 2024 would have increased/decreased by $4,555 thousand and $7,011 thousand, respectively, as a result of the changes in fair value of financial assets at fair value through other comprehensive income.
(23) Capital management
The Group’s objectives for managing capital to safeguard the capacity to continue to operate, to continue to provide a return on shareholders, to maintain the interest of other related parties, and to maintain an optimal capital structure to reduce the cost of capital.
The Group uses the liability-to-equity ratio to manage capital.
The Group’s liability-to-equity ratio were as follows:
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Total liabilities | $ 232,060 | $ 217,504 |
| Total equity | $ 1,086,880 | $ 1,270,966 |
| Liability-to-equity ratio | 21.35% | 17.11% |
The Group’s unaltered capital management in 2025.
7. RELATED-PARTY TRANSACTIONS
Uniform Industrial Corporation is both the parent company and the ultimate controlling party of the Group.
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.
Compensation of key management personnel:
| 2025 | 2024 | |
|---|---|---|
| Short-term employee benefits | $ 5,716 | $ 10,033 |
65
8. PLEDGED ASSETS
The carrying values of pledged assets were as follows:
| Pledged assets | Object | Book value | |
|---|---|---|---|
| December 31, 2025 | December 31, 2024 | ||
| Property, plant and equipment - land | Borrowing facilities | $ 130,427 | $ 130,427 |
| Property, plant and equipment - buildings | Borrowing facilities | 11,655 | 16,367 |
| Pledged deposits (classified as a guarantee deposit paid) | Customs guarantee deposits | 800 | 800 |
| Total | $ 142,882 | $ 147,594 |
9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS: None;
10. SIGNIFICANT DISASTER LOSS: None;
11. SIGNIFICANT SUBSEQUENT EVENTS: None;
12. OTHERS: None;
13. ADDITIONAL DISCLOSURES
(1) Information on significant transactions:
1) Financings provided to other parties: None;
2) Endorsement and guarantee provided to other parties: None;
3) Marketable securities held at the reporting date (excluding subsidiaries, associates, and joint ventures): Please refer to table 1 attached;
4) Total purchases from or sales to related parties which exceed NT$100 million or 20% of the paid-in capital: Please refer to table 2 attached;
5) Receivables from related parties which exceed NT$100 million or 20% of the paid-in capital: Please refer to table 3 attached;
6) Others: The business relationships and significant inter-company transactions: Please refer to table 4 attached;
(2) Information on investees:
1) Information of investee companies: Please refer to table 5 attached;
(3) Information on investments in Mainland China:
1) The name of the investee in Mainland China, the main businesses and products, its issued capital, method of investment, information on inflow or outflow of capital, percentage of ownership, income (losses) of the investee, the share of profits/losses of an investee, ending balance, amount received as dividends from the investee, and the limitation on investee: Please refer to table 6 attached;
2) Significant direct or indirect transactions with the investee, its prices and terms of payment, unrealized gain or loss: None;
14. OPERATING SEGMENT INFORMATION
(1) Operating segments
The Group has two reportable segments: UIC (Taiwan operating segment) and UICU (the United States operating segment). UIC engages mainly in the manufacturing and selling card reader, card reader & writer, check reader, POS system, digital signature and personal password recognizer; UICU is the subsidiaries that engage mainly in the selling and promoting in The United States.
The classification of the segments is based on the sales location of the respective segment. Each segment manages and caters to the different needs of its customers, as well as needs different marketing strategies, and thus, should be managed separately.
The operating segment's accounting policies are the same as disclosed in Note 4. The group uses the income (before tax) as the measurement for the basis of performance assessment. Sales and transfers among reportable segments are recorded in line with sales to third-party customers.
(2) The Group's operating segment information and reconciliation were as follows:
| 2025 | |||||
|---|---|---|---|---|---|
| UIC | UICU | Others | Adjustments and eliminations | Total | |
| Revenue: | |||||
| Revenue from external customers | $ 90,740 | $ 355,712 | $ 49,353 | $ - | $ 495,805 |
| Intra-group revenue | 243,269 | 16,645 | 381 | (260,295) | - |
| Total segment revenue | $ 334,009 | $ 372,357 | $ 49,734 | $ (260,295) | $ 495,805 |
| Net operating income (loss) | $ (43,918) | $ (38,810) | $ (13,876) | $ 34 | $ (96,570) |
| 2024 | |||||
| UIC | UICU | Others | Adjustments and eliminations | Total | |
| Revenue: | |||||
| Revenue from external customers | $ 89,341 | $ 472,853 | $ 34,383 | $ - | $ 596,577 |
| Intra-group revenue | 282,085 | 25,490 | 442 | (308,017) | - |
| Total segment revenue | $ 371,426 | $ 498,343 | $ 34,825 | $ (308,017) | $ 596,577 |
| Net operating income (loss) | $ (8,791) | $ (3,698) | $ (12,487) | $ 34 | $ (24,942) |
(3) Departmental assets and liabilities
The measurement of the assets and liabilities of the Group is not a measure used by the operating decision maker; accordingly, the disclosed amount of assets and liabilities is zero.
(4) Geographic information:
In presenting information on the basis of geography, segment revenue is based on the geographical location of customers, and non-current assets are based on the geographical location of the assets.
1) Revenue
| 2025 | 2024 | |
|---|---|---|
| Asia | $ 96,959 | $ 68,005 |
| Americas | 338,091 | 436,579 |
| Europe | 57,838 | 84,336 |
| Oceania | 2,218 | 7,135 |
| Others | 699 | 522 |
| Total | $ 495,805 | $ 596,577 |
2) Non-current assets
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Taiwan | $ 214,406 | $ 191,928 |
| Others | 8,958 | 15,516 |
| Total | $ 223,364 | $ 207,444 |
Non-current assets included property, plant and equipment, right-of-use assets, intangible assets and prepayment for equipment, but did not include financial instruments and deferred income tax assets.
(5) Major customer information:
Major customer information of the Group for the years ended December 31, 2025 and 2024 are as follows:
| 2025 | 2024 | |
|---|---|---|
| Customer A | $ 129,888 | $ 205,826 |
UNIFORM INDUSTRIAL CORPORATION AND SUBSIDIARIES
MARKETABLE SECURITIES HELD AT THE REPORTING DATE(EXCLUDING SUBSIDIARIES, ASSOCIATES, AND JOINT VENTURES)
DECEMBER 31, 2025
Table 1
(In Thousands of New Taiwan Dollars, unless stated otherwise)
| Investor | Marketable securities (Note 1) | Relationship with the securities issuer (Note 2) | General ledger account | As of December 31, 2025 | Note 4 | |||
|---|---|---|---|---|---|---|---|---|
| Number of shares | Book value (Note 3) | Ownership (%) | Fair value | |||||
| Uniform Industrial Corporation | Capital Money Market Fund | — | Financial assets at fair value through profit or loss | 1,136,263 | $ 19,400 | — | $ 19,400 | — |
| ” | Allianz Global Investors Taiwan Money Market Fund | — | Financial assets at fair value through profit or loss | 572,762 | 7,596 | — | 7,596 | — |
| ” | GOGOLOOK CO., LTD. stock | — | Financial assets at fair value through other comprehensive income | 1,183,212 | 91,108 | 3.35% | 91,108 | — |
Note 1: Marketable securities in the table refer to stocks, bonds, beneficiary certificates and other related derivative securities within the scope of IFRS 9 'Financial instruments'.
Note2: The column is left blank if the issuer of marketable securities is a non-related party.
Note 3: If measured at fair value, in the "Carrying amount" column please fill in the amount of the fair value after valuation adjustment; if not measured at fair value, in the "Carrying amount" column please fill in the carrying balance calculated as the original acquisition cost or amortized cost net of accumulated impairment loss.
Note 4: If any of the securities reported in this form are encumbered because they have been provided as collateral, pledged for a loan, or otherwise encumbered under any agreement, in the "Remarks" column please specify the number of shares and amount that have been provided as collateral or pledged for loans and the specifics of the encumbrance with respect to use thereof.
Note 5: The company should determine the securities that must be reported in this form based on the judgement of materiality.
68
UNIFORM INDUSTRIAL CORPORATION AND SUBSIDIARIES
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES WHICH EXCEED NT$100 MILLION OR 20% OF THE PAID-IN
CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2025
Table 2
(In Thousands of New Taiwan Dollars)
| Purchaser | Counterparty | Relationship with the counterparty | Transaction | Differences in transaction terms compared to third party transactions (Note 1) | Notes/accounts receivable (payable) | Note 2 | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases (sales) | Amount | Percentage of total purchase (sales) (Note5) | Credit term | Unit price | Credit term | Balance | Percentage of total notes/accounts receivable (payable) (Note 5) | ||||
| Uniform Industrial Corporation | Uniform Industrial Corporation (USA) | Subsidiary | Sales | $ 242,853 | 32% | 30~90 days | Same | Same | $ 119,313 | 70% | — |
Note 1: If the transaction conditions of related parties are different from the general transaction conditions, the differences and reasons should be described in the fields of unit price and credit period.
Note 2: If there has payable or in the advance situation, it should describe the reason, contractual terms, amount and transaction difference.
Note 3: It's the parent's paid-in capital. If the stock has no par value or the par value do not equal to NT$10, according to the regulation of 20% paid-in capital transaction amount, the par value will be calculated by 10% of the total parent equity.
Note 4: The intercompany transaction has been eliminated when preparing the consolidated financial statements.
Note 5: The ratio of total sales or total purchase before eliminating when preparing the consolidated financial statements.
69
UNIFORM INDUSTRIAL CORPORATION AND SUBSIDIARIES
RECEIVABLES FROM RELATED PARTIES WHICH EXCEED NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2025
Table 3
(In Thousands of New Taiwan Dollars)
| Creditor | Counterparty | Relationship with the counterparty | Balance as of December 31, 2025 | Turnover rate | Overdue receivable | Amount collected subsequent to the balance sheet date | Allowance for doubtful accounts | |
|---|---|---|---|---|---|---|---|---|
| Amount | Action taken | |||||||
| Uniform Industrial Corporation | Uniform Industrial Corporation (USA) | Subsidiary | $ 119,313 | 2.36 | $ 54,930 | Strengthen collection efforts | $ 42,815 | $ — |
Note 1: The intercompany transaction has been eliminated when preparing the consolidated financial statements.
70
UNIFORM INDUSTRIAL CORPORATION AND SUBSIDIARIES
THE BUSINESS RELATIONSHIPS AND SIGNIFICANT INTER-COMPANY TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
Table 4
(In Thousands of New Taiwan Dollars, unless stated otherwise)
| Number (Note 1) | Company name | Counterparty | Relationship (Note 2) | Transaction | |||
|---|---|---|---|---|---|---|---|
| General ledger account | Amount | Transaction terms | Percentage of consolidated total operating revenue or total assets (Note 3) | ||||
| 0 | Uniform Industrial Corporation | Uniform Industrial Corporation (USA) | 1 | Accounts receivable | $ 119,313 | Note 4 | 9% |
| 〃 | Other payables | 208 | Note 4 | — | |||
| 〃 | Operating revenue | 242,853 | Note 4 | 49% | |||
| 〃 | Operating costs | 16,623 | Note 4 | 3% | |||
| 〃 | Selling and marketing expense | 22 | Note 4 | — | |||
| 〃 | NewPOS Technology Corporation | 1 | Accounts receivable | 158 | Note 4 | — | |
| 〃 | 〃 | Other payables | 40 | Note 4 | — | ||
| 〃 | 〃 | Operating revenue | 416 | Note 4 | — | ||
| 〃 | 〃 | Other income | 34 | Note 4 | — | ||
| 〃 | 〃 | Selling and marketing expense | 381 | Note 4 | — |
Note 1: The information of transactions between the Company and the consolidated subsidiaries should be noted in "Number" column:
(1) Number 0 represents the Company.
(2) The consolidated subsidiaries are numbered in order from number 1.
Note 2: The transaction relationships with the counterparties are as follows:
(1) The Company to the consolidated subsidiary.
(2) The consolidated subsidiary to the Company.
(3) The consolidated subsidiary to another consolidated subsidiary.
Note 3: In calculating the ratio, the transaction amount is divided by consolidated total assets for balance sheet accounts and is divided by consolidated total revenue for income statement accounts.
Note 4: The intercompany transaction has been eliminated when preparing the consolidated financial statements.
71
UNIFORM INDUSTRIAL CORPORATION AND SUBSIDIARIES
INFORMATION OF INVESTEE COMPANIES
FOR THE YEAR ENDED DECEMBER 31, 2025
Table 5
(In Thousands of New Taiwan Dollars/USD)
| Investor | Investee | Location | Main business activities | Initial investment amount | Shares held as at December 31, 2025 | Net profit (loss) of the investee for the year ended December 31, 2025 | Investment income (loss) recognized by the Company for the year ended December 31, 2025 (Note 2) | Note | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2025 | Balance as of December 31, 2024 | Number of shares | Ownership (%) | Book value | |||||||
| Uniform Industrial Corporation | Uniform Industrial Corporation(USA) | United States | Sale of card reader, POS system and video conference system | $ 51,326 | $ 51,326 | 1,600,000 | 100.00 | $ 78,627 | $ (37,037) | $ (37,037) | Subsidiary |
| Newsline Holding Inc. | British Virgin Island | Investment holding | 184,200 | 184,200 | 5,614,668 | 100.00 | 121 | — | — | Subsidiary | |
| NewPOS Technology Corporation | Taiwan | Computer development, product design and sale of POS system | 226,605 | 226,275 | 5,030,635 | 96.74 | 9,162 | 283 | 225 | Subsidiary | |
| Sphere Corp. | Taiwan | Other data processing, host and website hosting services | 53,000 | 50,000 | 2,900,000 | 100.00 | 16,276 | (14,163) | (14,163) | Subsidiary | |
| Newsline Holding Inc. | Zhishan Investment Holding Company | Independent State of Samoa | Investment holding | 101,833 (USD 3,240) | 101,833 (USD 3,240) | 3,230,100 | 100.00 | — | — | — | Sub-subsidiary |
| Sphere Corp. | Shinyu Entertainment Co., Ltd. | Taiwan | Operation of restaurant | 10,000 | 10,000 | 1,000,000 | 100.00 | 5,862 | (3,701) | (3,701) | Sub-subsidiary |
Note 1: Information on investments in Mainland China, please refer to table 6.
Note 2: The intercompany transaction has been eliminated when preparing the consolidated financial statements.
Note 3: The exchange rate on December 31, 2025 is USD$1=NT$31.43.
UNIFORM INDUSTRIAL CORPORATION AND SUBSIDIARIES
INFORMATION ON INVESTMENTS IN MAINLAND CHINA
FOR THE YEAR ENDED DECEMBER 31, 2025
Table 6
(In Thousands of New Taiwan Dollars/USD (unless stated otherwise))
| Investee in Mainland China | Main business activities | Paid-in capital | Investment method (Note 1) | The accumulated outflow of investment from Taiwan as of January 1, 2025 | Investment flow | The accumulated outflow of investment from Taiwan as of December 31, 2025 | Net income (loss) of the investee company | Percentage of ownership | Investment income (loss) recognized by the Company as of December 31, 2025 | Book value of investments as of December 31, 2025 | Accumulated inward remittance of earnings as of December 31, 2025 | Note | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | ||||||||||||
| Uniform (Shanghai) Industrial Corp. | Automatic software development and system integration for plant and office, retail and catering industry ifront and back-end software development and system integration | $ — | (2) | $ 36,145 (USD 1,150) | $ — | $ — | $ 36,145 (USD 1,150) | $ — | — | $ — | $ — | $ — | Note 3 |
| Bei Jing Jin Lian Shi Xun Technology Co., Ltd. | Sale of networking monitoring equipment | 40,859 (USD 1,300) | (2) | 40,859 (USD 1,300) | — | — | 40,859 (USD 1,300) | — | 100.00% | — | — | — | — |
| The accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2025 | Investment amount approved by the Investment Commission of the Ministry of Economic Affairs (MOEA) | The ceiling on investments in Mainland China imposed by the Investment Commission of MOEA (Note 2) | |||||||||||
| --- | --- | --- | |||||||||||
| $ 77,004 (USD 2,450) | $ 94,290 (USD 3,000) | $ 651,943 |
Note 1: Investment method is classified into the following three categories:
(1) Direct investment in a company in Mainland China.
(2) Through investing in the third area, which then invested in the investee in Mainland China (please refer to Table 4).
(3) Other methods.
Note 2: The calculating method is using the equity of 60% as of December 31, 2025.
Note 3: It has completed the liquidation procedures in 2016.
Note 4: The exchange rate on December 31, 2025 is USD$1=NT$31.43