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uPI — Audit Report / Information 2025
Apr 21, 2026
52616_rns_2026-04-21_a9fe6e4e-1205-4f48-94ec-dbf3b0008954.pdf
Audit Report / Information
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UPI SEMICONDUCTOR CORP.
PARENT COMPANY ONLY FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT DECEMBER 31, 2025 AND 2024 (Stock code 6719)
Company address: 9F-1, No. 5, Taiyuan 1st St, Zhubei City, Hsinchu County
Tel: 03-5601666
For the convenience of readers and for information purpose only, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.
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INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE
PWCR25002676
To the Board of Directors and Shareholders of uPI Semiconductor Corp.
Opinion
We have audited the accompanying parent company only balance sheets of uPI Semiconductor Corp. (the “Company”) as of December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and 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 parent company only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Company’s 2025 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion
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on these matters.
Key audit matters for the Company’s 2025 parent company only financial statements are stated as follows:
Evaluation of inventories
Description
Refer to Note 4(11) of the parent company only financial statements for inventory valuation policies, Note 5(2) for uncertainty of accounting estimates and assumptions of inventory valuation and Note 6(5) for the details of inventories.
The Company is primarily engaged in design, researching, developing, and selling of various integrated circuits. Due to the rapid technological innovations and competition within the industry, frequent releases of new products result in potential price fluctuations and product marginalization in the market. Additionally, it also affects the estimation of net realizable values of inventories.
In response to changing markets and its development strategies, the Company adjusts its inventory levels. As a result, the related inventory levels for the product line mentioned above are significant. Management evaluates inventories stated at the lower of cost and net realizable value. Since the evaluation of inventories is subject to management’s judgment and the accounting estimations will have significant influence on the inventory values, the evaluation of inventories has been identified as one of the key audit matters.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
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Assessed the policy on allowance for inventory valuation loss, based on our understanding of the operations and industry of the Company.
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Tested the basis of market value used in calculating the net realizable value of inventory and validated the accuracy of net realizable value calculation of selected samples.
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Inspected the obsolete inventory details individually identified by management and checked the related supporting documents and accounting records.
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Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the Audit Committee, are responsible for overseeing the Company’s financial reporting process.
Auditors’ responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only 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 parent company only financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
1.Identify and assess the risks of material misstatement of the parent company only financial
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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.
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2.Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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3.Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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4.Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern.
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If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the parent company only 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 report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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5.Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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6.Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the 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.
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We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our auditors’ report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Tasi, Hsin-Yi Pai, Shu-Chien For and on behalf of PricewaterhouseCoopers, Taiwan February 26, 2026
The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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UPI SEMICONDUCTOR CORP. PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(3) 6(4) 6(4) and 7 6(5) 6(6) 6(2) 6(3) and 8 6(7) 6(8) 6(9) 6(27) 6(10) |
December 31, 2025 Amount % $ 872,920 5 11,750,000 70 398,057 2 287,319 2 77,222 - 788,113 5 114,362 1 14,287,993 85 78,834 1 937,312 6 292,739 2 414,978 2 - - 29,536 - 53,425 - 699,920 4 2,506,744 15 $ 16,794,737 100 |
December 31, 2024 Amount % $ 901,130 6 10,900,000 68 424,044 3 137,025 1 65,426 - 596,014 4 58,807 - 13,082,446 82 30,298 - 978,324 6 334,330 2 428,526 3 4,341 - 37,776 - 85,646 - 1,046,002 7 2,945,243 18 $ 16,027,689 100 |
|---|---|---|---|
| Amount $ 872,920 11,750,000 398,057 287,319 77,222 788,113 114,362 14,287,993 78,834 937,312 292,739 414,978 - 29,536 53,425 699,920 2,506,744 $ 16,794,737 |
Amount $ 901,130 10,900,000 424,044 137,025 65,426 596,014 58,807 13,082,446 30,298 978,324 334,330 428,526 4,341 37,776 85,646 1,046,002 2,945,243 $ 16,027,689 |
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| Current assets 1100 Cash and cash equivalents 1136 Financial assets at amortized cost – current 1170 Accounts receivable, net 1180 Accounts receivable, net – related parties 1200 Other receivables 130X Inventories, net 1410 Prepayments 11XX Total current assets Non-current assets 1517 Financial assets at fair value through other comprehensive income – non- current 1535 Financial assets at amortized cost – non-current 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1780 Intangible assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets |
(Continued)
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UPI SEMICONDUCTOR CORP.
PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes 6(20) 6(12) 6(12) and 7 6(16) 6(11) 6(13) 6(16) 6(27) 6(17) 6(18) 6(19) 6(31) 9 11 |
December 31, 2025 Amount % $ 13,501 - 1,935 - 600,027 4 294,602 2 987 - 57,336 - 3,527 - - - 36,050 - 5,010 - 1,012,975 6 30,600 - 1,568,911 9 77,897 1 9,010 - 2,878 - 1,689,296 10 2,702,271 16 1,054,680 6 10,524,997 63 365,636 2 63,790 - 2,128,406 13 ( 45,043) - 14,092,466 84 $ 16,794,737 100 |
December 31, 2024 | December 31, 2024 |
|---|---|---|---|---|
| Amount $ 13,501 1,935 600,027 294,602 987 57,336 3,527 - 36,050 5,010 1,012,975 30,600 1,568,911 77,897 9,010 2,878 1,689,296 2,702,271 1,054,680 10,524,997 365,636 63,790 2,128,406 ( 45,043) 14,092,466 $ 16,794,737 |
Amount $ 12,912 1,935 403,989 183,347 76,887 1,279 7,757 4,419 34,260 8,287 735,072 33,320 1,546,610 139,049 35,670 3,039 1,757,688 2,492,760 1,046,968 10,507,644 342,637 8,587 1,692,883 ( 63,790) 13,534,929 $ 16,027,689 |
% | ||
| Current liabilities 2130 Contract liabilities – current 2150 Notes payable 2170 Accounts payable 2200 Other payables 2220 Other payables – related parties 2230 Current income tax liabilities 2250 Provisions liabilities – current 2280 Lease liabilities – current 2365 Refund liabilities – current 2399 Other current liabilities – other 21XX Total current liabilities Non-current liabilities 2500 Financial liabilities at fair value through profit or loss – non-current 2530 Bonds payable 2550 Provisions liabilities – non-current 2570 Deferred income tax liabilities 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Share capital from common shares Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 3XXX Total equity Significant contingent liabilities and unrecognized contract commitments Subsequent material events 3X2X Total liabilities and equity |
- - 3 1 1 - - - - - |
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| 5 | ||||
| - 10 1 - - |
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| 11 | ||||
| 16 | ||||
| 6 65 2 - 11 - |
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| 84 | ||||
| 100 |
The accompanying notes are an integral part of these parent company only financial statements.
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UPI SEMICONDUCTOR CORP.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)
| Items | Year ended December 31 2025 2024 Notes Amount % Amount % 6(20) and 7 $ 4,489,376 100 $ 3,374,112 100 6(5) ( 2,943,078 ) ( 66)( 2,376,486 )( 71) 1,546,298 34 997,626 29 6(7) and 7 ( 5,924 ) - 23,039 1 6(7) and 7 ( 23,039 ) - 59,550 2 1,517,335 34 1,080,215 32 6(25) (26) ( 123,595 ) ( 3) ( 215,181 ) ( 6) ( 187,003 ) ( 4) ( 185,438 ) ( 6) ( 535,305 ) ( 12)( 492,413 )( 15) ( 845,903 ) ( 19)( 893,032)( 27) 671,432 15 187,183 5 6(21) 260,461 6 189,556 6 6(22) 723 - 719 - 6(23) ( 56,790 ) ( 1) ( 20,254 ) - 6(24) ( 37,655 ) ( 1) ( 21,171 ) ( 1) 6(7) ( 5,612 ) - ( 59,917 )( 2) 161,127 4 88,933 3 832,559 19 276,116 8 6(27) ( 139,872 ) ( 3)( 46,123 )( 1) $ 692,687 16 $ 229,993 7 6(2) (31) $ 17,743 - ($ 65,664 ) ( 2) 6(7) (31) 1,004 - 10,461 - $ 18,747 - ($ 55,203 )( 2) $ 711,434 16 $ 174,790 5 6(28) $ 6.58 $ 2.42 $ 6.40 $ 2.37 |
|---|---|
| 4000 Operating revenue 5000 Operating costs 5900 Gross profit 5910 Unrealized (profit) loss from sales 5920 Realized (loss) profit from sales 5950 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other revenue 7020 Other gains and losses 7050 Finance costs 7070 Share of profit (loss) of associates and joint ventures for under equity method 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year Other comprehensive income Items that will not be reclassified to profit or loss 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income Items that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8300 Other comprehensive income (loss), net 8500 Total comprehensive income (loss) for the year Earnings Per Share (in dollars) 9750 Basic earnings per share 9850 Diluted earnings per share |
The accompanying notes are an integral part of these parent company only financial statements.
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UPI SEMICONDUCTOR CORP.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Notes 2024 Balance at January 1, 2024 Profit for the period Other comprehensive income (loss) 6(31) Total comprehensive income (loss) Distribution of 2023 earnings 6(19) Legal reserve Special reserve Cash dividends Cash from capital surplus 6(18) Employees’ compensation transferred to common shares 6(15) (17) (18) Share-based payment arrangements 6(15) (18) Recognition of subsidiary share- based payment arrangements 6(7) (18) Issuance of common stock for cash 6(17) (18) Equity components recognized due to the issuance of convertible bonds 6(18) Balance at December 31, 2024 2025 Balance at January 1, 2025 Profit for the period Other comprehensive income (loss) 6(31) Total comprehensive income (loss) Distribution of 2024 earnings 6(19) Legal reserve Special reserve Cash dividends Employees’ compensation transferred to common shares 6(15) (17) (18) Share-based payment arrangements 6(15) (18) Recognition of subsidiary share- based payment arrangements 6(7) (18) Balance at December 31, 2025 |
Notes | Equity attributable to owners ofthe parent | Equity attributable to owners ofthe parent | Equity attributable to owners ofthe parent | Equity attributable to owners ofthe parent | Totalequity $ 8,152,394 229,993 ( 55,203) 174,790 - - ( 41,393) ( 165,575) 75,321 17,142 3,291 5,179,867 139,092 $ 13,534,929 $ 13,534,929 692,687 18,747 711,434 - - ( 178,962) 23,454 210 1,401 $ 14,092,466 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital from commonshares $ 812,417 - - - - - - - ( 24,551 - - 210,000 - $ 1,046,968 $ 1,046,968 - - - - - - 7,712 - - $ 1,054,680 |
Capitalsurplus $ 5,493,057 - - - - - - 165,575) 50,770 17,142 3,291 4,969,867 139,092 $ 10,507,644 $ 10,507,644 - - - - - - 15,742 210 1,401 $ 10,524,997 |
Retained earnings | Otherequityinterest | ||||||||||
| Legal reserve | Special reserve | Unappropriated retained earnings |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensiveincome ($ 6,038) - ( 65,664) ( 65,664) - - - - - - - - - ($ 71,702) ($ 71,702) - 17,743 17,743 - - - - - - ($ 53,959) |
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| $ 337,577 - - - 5,060 - - - - - - - - $ 342,637 $ 342,637 - - - 22,999 - - - - - $ 365,636 |
$ - - - - - 8,587 - - - - - - - $ 8,587 $ 8,587 - - - - 55,203 - - - - $ 63,790 |
$ 1,517,930 | ( $ 2,549) - 10,461 10,461 - - - - - - - - - $ 7,912 $ 7,912 - 1,004 1,004 - - - - - - $ 8,916 |
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| 229,993 - |
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| 229,993 |
The accompanying notes are an integral part of these parent company only financial statements.
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UPI SEMICONDUCTOR CORP.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)
| Cash flows from operating activities Profit before tax Adjustments Adjustments to reconcile profit (loss) Net (gain) loss on financial liabilities at fair value through profit or loss Depreciation expense Amortization expense Interest expense Interest income Share-based compensation Share of profit (loss) of subsidiaries recognized accounted for under equity method (Reversal gains) losses from onerous contracts Unrealized profit (loss) from sales Realized loss (profit) from sales Realized gain from the disposal of assets Changes in operating assets/liabilities Changes in operating assets Financial assets at fair value through profit or loss Accounts receivable (including related parties) Other receivables (including related parties) Inventories Prepayments Changes in operating liabilities Contract liabilities Accounts payable Other payables (including related parties) Refund liabilities Provisions liabilities Other current liabilities Net defined benefit liability Cash inflow generated from operations Interest received Interest paid Payment of income tax Net cash flows provided by operating activities Cash flows from investing activities Acquisition of financial assets at amortized cost Proceeds from disposal of financial assets at amortized cost Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of investments accounted for under equity method Acquisition of property, plant and equipment Decrease (increase) in refundable deposits Acquisition of intangible assets Decrease in other non-current assets Net cash flows used in investing activities Cash flows from financing activities Repayment of principal portion of lease liabilities Issuance of corporate bonds (net of issuance costs) Cash dividends Proceeds from exercise of employee share options Proceeds from issuance of common stock Net cash flows (used in) provided by financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
Year Ended December 31 Notes 2025 2024 $ 832,559 $ 276,116 6(23) ( 5,821 ) 8,330 6(8) (9) (25) 56,064 52,367 6(25) 39,512 41,643 6(24) 37,655 21,171 6(21) ( 260,461 ) ( 189,556 ) 6(15) (26) 210 17,142 6(7) 5,612 59,917 6(23) ( 55,646 ) 145,508 6(7) 5,924 ( 23,039 ) 6(7) 23,039 ( 59,550 ) 6(7) - ( 1,786 ) 3,101 - ( 124,307 ) ( 103,839 ) ( 445 ) 130,841 ( 192,099 ) 470,606 89,867 44,217 589 11,200 196,038 58,518 36,358 28,581 1,790 ( 8,421 ) ( 9,736 ) - ( 3,278 ) 2,796 ( 161 ) ( 393) 676,364 982,369 250,046 169,883 6(30) ( 15,354 ) ( 7,830 ) ( 78,255) ( 122,461 ) 832,801 1,021,961 ( 20,956,917 ) ( 14,069,686 ) 20,146,994 6,318,588 ( 30,793 ) - 6(7) 9,421 - 6(29) ( 39,177 ) ( 37,896 ) 200,660 ( 52,915 ) ( 31,272 ) ( 37,259 ) - 2,532 ( 701,084 ) ( 7,876,636) 6(30) ( 4,419 ) ( 5,071 ) 6(30) - 1,698,339 6(18) (19) ( 178,962 ) ( 206,968 ) 23,454 75,321 6(17) - 5,179,867 ( 159,927) 6,741,488 ( 28,210 ) ( 113,187 ) 901,130 1,014,317 6(1) $ 872,920 $ 901,130 |
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The accompanying notes are an integral part of these parent company only financial statements.
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UPI SEMICONDUCTOR CORP.
NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
1. HISTORY AND ORGANISATION
uPI Semiconductor Corp. (“the Company”) is established in the Republic of China. The Company is primarily engaged in design, researching, developing, and selling of various integrated circuits.
2. THE DATE OF AUTHORIZATION FOR ISSUANCE OF THE PARENT COMPANY ONLY FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORIZATION
The parent company only financial statements were authorized for issuance by the Board of Directors on February 26, 2026.
3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS
(1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRSs”) that came into effect as endorsed by the Financial Supervisory Commission (“FSC”)
New standards, interpretations and amendments that came into effect as endorsed by the FSC and became effective from 2025 are as follows:
| and became effective from 2025 are as follows: | |
|---|---|
| Effective date by | |
| International | |
| Accounting | |
| Newly Standards, Interpretations and Amendments | Standards Board |
| Amendments to IAS 21, “Lack of exchangeability” | January 1, 2025 |
The above standards, interpretations and amendments have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.
- (2) Effect of new issuances of or amendments to IFRSs that came into effect as endorsed by the FSC but not yet adopted by the Company
New standards, interpretations and amendments that came into effect as endorsed by the FSC effective from 2026 are as follows:
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| Effective date by | ||
|---|---|---|
| International Accounting | ||
| Newly released/revised/amended standards and interpretations | Standards Board | |
| IFRS 9 and IFRS 7, “Amendments to the classification and | January 1, 2026 | |
| measurement of financial Instruments” | ||
| Amendments to IFRS 9 and IFRS 7, “Contracts referencing nature | January 1, 2026 | |
| dependent electricity” | ||
| IFRS 17 “Insurance contracts” | January 1, 2023 | |
| Amendments to IFRS 17, “Insurance contracts” | January 1, 2023 | |
| Amendments to IFRS 17, “Initial application of IFRS 17 and IFRS 9 | January 1, 2023 |
|
| – comparative information” | ||
| Annual Improvements to IFRS Accounting Standards—Volume 11 | January 1, 2026 |
The above standards, interpretations and amendments have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.
(3) IFRSs issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:
| New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows: |
not yet included in the |
|---|---|
| Newly released/revised/amended standards and interpretations Effective date by International Accounting Standards Board |
Effective date by |
| Amendments to IFRS 10 and IAS 28, “Sale or contribution of assets | To be determined by |
| between an investor and its associate or joint venture” IASB |
|
| IFRS18, “Presentation and disclosure in financial statements” | January 1, 2027 (Note) |
| IFRS19, “Subsidiaries without public accountability: disclosures” | January 1, 2027 |
Amendments to IAS 21, “Translation to a hyperinflationary |
January 1, 2027 |
Note : The FSC has announced in a press release on September 25, 2025 that public companies will apply IFRS 18 starting from the fiscal year 2028. Additionally, entities can choose to adopt IFRS 18 earlier based on their requirements after the FSC endorses IFRS 18.
Except for the following, the above standards and interpretations have no significant impact to the Group’s financial condition and financial performance based on the Group’s assessment.
IFRS 18, ‘Presentation and disclosure in financial statements’ replaces IAS 1. The standard introduces a defined structure of the statement of profit or loss, disclosure requirements related to management-defined performance measures, and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these parent company only financial statements are set out below. These policies have been consistently applied to all the periods presented,
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unless otherwise stated.
(1) Compliance statement
The parent company only financial statements of the Company have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
(2) Basis of preparation
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A. Except for the following items, the parent company only financial statements have been prepared under the historical cost convention:
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(a) Financial liabilities at fair value through profit or loss.
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(b) Financial assets at fair value through other comprehensive income.
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(c) Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.
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B. The preparation of financial statements in conformity with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the parent company only financial statements are disclosed in Note 5.
(3) Foreign currency translation
Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The parent company only financial statements are presented in New Taiwan dollars, which is the Company’s functional currency.
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A. Foreign currency transactions and balances
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(a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.
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(b) Monetary assets and liabilities denominated in foreign currencies at the period end are re-translated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognized in profit or loss.
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(c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in other comprehensive income. However, non- monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.
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(d) All other foreign exchange gains and losses based on the nature of those transactions are presented in the statement of comprehensive income within “other gains and losses”.
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B. Translation of foreign operations
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(a) The operating results and financial position of all the Company entities and associates that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
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i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
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ii. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
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iii. All resulting exchange differences are recognized in other comprehensive income.
-
-
(b) When the foreign operation partially disposed of or sold is an associate, exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale. In addition, even when the Company retains partial interest in the former foreign associate after losing significant influence over the former foreign associate, such transactions should be accounted for as disposal of all interest in these foreign operations.
(4) Classification of current and non-current items
-
A. Assets that meet one of the following criteria are classified as current assets:
-
(a) Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle;
-
(b) Assets held mainly for trading purposes;
-
(c) Assets that are expected to be realized within twelve months from the balance sheet date;
-
(d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.
Otherwise they are classified as non-current assets.
- B. Liabilities that meet one of the following criteria are classified as current liabilities:
~15~
-
(a) Liabilities that are expected to be settled within the normal operating cycle;
-
(b) Liabilities held mainly for trading purposes;
-
(c) Liabilities that are to be settled within twelve months from the balance sheet date;
-
(d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
Otherwise they are classified as non-current liabilities.
- (5) Cash equivalents
Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.
(6) Financial assets at fair value through other comprehensive income
-
A. At initial recognition, the Company makes an irrevocable election to present in other comprehensive income subsequent changes in the fair value of an investment in an equity instrument that is not held for trading. The debt instruments are measured at fair value through other comprehensive income.
-
B. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognized and derecognized using trade date accounting.
-
C. At initial recognition, the Company measures the financial assets at fair value plus transaction costs. The Company subsequently measures the financial assets at fair value. The changes in fair value of equity investments that are recognized in other comprehensive income. When the equity instruments are derecognized the cumulative gain or loss previously recognized in other comprehensive income is not reclassified from equity to profit or loss but shall be transferred to an item under retained earnings. Dividends are recognized as revenue when the Company’s right to receive payment is established, it is probable the economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.
(7) Financial assets at amortized cost
-
A. Financial assets at amortized cost are those that meet all of the following criteria:
-
(a) The objective of the Company’s business model is achieved by collecting contractual cash flows.
-
(b) The assets’ contractual cash flows represent solely payments of principal and interest.
-
B. On a regular way purchase or sale basis, financial assets at amortized cost are recognized
~16~
and derecognized using trade date accounting.
-
C. At initial recognition, the Company measures the financial assets at fair value plus transaction costs. Interest income from these financial assets is included in finance income using the effective interest method. A gain or loss is recognized in profit or loss when the asset is derecognized or impaired.
-
D. The Company’s time deposits which do not fall under cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.
(8) Accounts receivable
-
A. Accounts receivable entitle the Company a legal right to receive consideration in exchange for transferred goods or rendered services.
-
B. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
(9) Impairment of financial assets
For financial assets at amortized cost, at each reporting date, the Company recognizes the impairment provision for 12 months expected credit losses (ECLs) if there has not been a significant increase in credit risk since initial recognition or recognizes the impairment provision for the lifetime ECLs if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable that do not contain a significant financing component, the Company recognizes the impairment provision for lifetime ECLs.
(10) Derecognition of financial assets
The Company derecognizes a financial asset when the contractual rights to receive the cash flows from the financial asset expire.
(11) Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is determined using the weighted-average method. The cost of finished goods and work in progress comprises raw materials, other direct costs and related production overheads. It excludes borrowing costs. The item by item approach is used in applying the lower of cost and net realizable value. Net realizable value represents the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale.
(12) Investments accounted for under the equity method
- A. Subsidiaries are all entities controlled by the Company. The Company controls an entity
~17~
when the Company is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
-
B. Unrealized profit (loss) occurred from the transactions between the Company and subsidiaries have been offset. The accounting policies of the subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Company.
-
C. The Company’s share of its subsidiaries’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Company’s share of losses in a subsidiary equal or exceed its interest in the subsidiary, the Company continues to recognize losses proportionate to its ownership.
-
D. Changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transaction with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity.
-
E. When the Company loses control of a subsidiary, the Company remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognized in profit or loss. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss, on the same basis as would be required if all the related assets or liabilities were disposed of. That is, other comprehensive income in relation to the subsidiary should be reclassified to profit or loss.
-
F. Pursuant to the Regulations Governing the Preparation of Financial Reports by Securities Issuers, profit (loss) of the current period and other comprehensive income in the parent company only financial statements shall equal to the amount attributable to owners of the parent in the parent company only financial statements. Owners’ equity in the parent company only financial statements shall equal to equity attributable to owners of the parent in the parent company only financial statements.
(13) Property, plant and equipment
-
A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.
-
B. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The
~18~
carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
-
C. Except for land which is not depreciated, other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. If each component of property, plant and equipment is significant, it should be depreciated separately.
-
D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, “Accounting Policies, Changes in Accounting Estimates and Errors”, from the date of the change. The estimated useful lives of the fixed assets are as follows:
| fixed assets are as follows: | |
|---|---|
| Buildings and structures | 4 ~ 35 years |
| Machinery and equipment | 2 ~ 7 years |
| Office equipment | 2 ~ 5 years |
| Transportation equipment | 6 years |
| Mask | 2 ~ 4 years |
| Leasehold improvements | 2 ~ 8 years |
| Others | 4 years |
(14) Leasing arrangements (lessee) - right-of-use assets/lease liabilities
-
A. Leases are recognized as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Company. For short-term leases or leases of low-value assets, lease payments are recognized as an expense on a straight-line basis over the lease term.
-
B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate, lease payments are comprised of the fixed payments.
-
C. At the commencement date, the right-of-use asset is stated at cost comprising including the amount of the initial measurement of lease liability and any initial direct costs incurred by the lessee.
The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognized as an adjustment to the right-of-use asset.
~19~
(15) Intangible assets
-
A. Intangible assets are stated at cost and subsequently measured at the amount of cost less accumulated impairment loss.
-
B. Intangible assets with a limited useful life are amortized on a straight-line basis over its estimated useful, and the estimated useful lives are as follows:
Licensed technology 3 years Computer software 1 ~ 5 years
(16) Impairment of non-financial assets
The Company assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortized historical cost would have been if the impairment had not been recognized.
(17) Notes and accounts payable
-
A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.
-
B. The short-term notes and accounts payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
(18) Financial liabilities at fair value through profit or loss
-
A. Financial liabilities are classified in this category of held for trading if acquired principally for the purpose of repurchasing in the short-term. Derivatives are also categorized as financial liabilities held for trading unless they are designated as hedges or financial liabilities at fair value through profit or loss. Financial liabilities that meet one of the following criteria are designated as at fair value through profit or loss at initial recognition:
-
(a) Hybrid (combined) contracts; or
-
(b) They eliminate or significantly reduce a measurement or recognition inconsistency; or
-
(c) They are managed and their performance is evaluated on a fair value basis, in accordance with a documented risk management policy.
-
B. At initial recognition, the Company measures the financial liabilities at fair value. All related transaction costs are recognized in profit or loss. The Company subsequently measures these financial liabilities at fair value with any gains or losses recognized in profit or loss.
~20~
(19) Convertible bonds payable
Convertible bonds issued by the Company contain conversion options (that is, the bondholders have the right to convert the bonds into the Company’s common shares by exchanging a fixed amount of cash for a fixed number of common shares). The Company classifies the bonds payable upon issuance as a financial liability or an equity in accordance with the contract terms. They are accounted for as follows:
-
A. The embedded put rights are recognized initially at net fair value as “Financial assets or financial liabilities at fair value through profit or loss”. They are subsequently remeasured and stated at fair value on each balance sheet date; the gain or loss is recognized as “Gain or loss on valuation of financial assets or financial liabilities at fair value through profit or loss”.
-
B. The host contracts of bonds are initially recognized at fair value. Any difference between the initial recognition and the redemption value is accounted for as the premium or discount on bonds payable and subsequently is amortized in profit or loss as an adjustment to “Finance costs” over the period of circulation using the effective interest method.
-
C. The embedded conversion rights which meet the definition of equity are initially recognized in “Capital surplus—share options” at the residual amount of total issue price less the amount of financial assets or financial liabilities at fair value through profit or loss and bonds payable as stated above. Conversion rights are not subsequently remeasured.
-
D. Any transaction costs directly attributable to the issuance are allocated to each liability or equity component in proportion to the initial carrying amount of each abovementioned item.
-
E. When bondholders exercise conversion options, the liability component of the bonds (including bonds payable) shall be remeasured on the conversion date. The issuance cost of converted common shares is the total book value of the abovementioned liability component and “Capital surplus—share options”.
(20) Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability specified in the contract is discharged or cancelled or expires.
(21) Offsetting financial assets and financial liabilities
Financial assets and liabilities are offset and reported in the net amount in the balance sheets when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously.
(22) Non-hedging and embedded derivatives
-
A. Non-hedging derivatives are initially recognized at fair value on the date a derivative contract is entered into and recorded as financial assets or financial liabilities at fair value through profit or loss. They are subsequently remeasured at fair value and the gains or losses are recognized in profit or loss.
-
B. Hybrid financial assets with embedded derivatives are classified into the following categories at initial recognition: financial assets at fair value through profit or loss, financial assets at fair value through other comprehensive income, and financial assets at amortized cost, depending on the terms of the contract.
~21~
- C. For non-financial asset mixed contracts with embedded derivatives, at initial recognition, it is judged based on the terms of the contract whether the economic characteristics and risks of the embedded derivative and the host contract are closely related to determine whether to separate them. When closely related, the overall hybrid instrument is treated according to appropriate criteria depending on its nature. When they are not closely related, the derivative instrument is separated from the main contract and is treated as a derivative instrument, and the main contract is treated as a derivative instrument according to its nature. Treated according to appropriate standards; or designated as a financial liability at fair value through profit or loss as a whole upon original recognition.
(23) Provisions for liabilities
Provisions are recognised for retirement liabilities and onerous contracts where there is a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation at the end of the financial reporting period, which is discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. When discounting is used, the increase in the provision due to passage of time is recognized as interest expense. Future operating losses shall not be recognized as provisions for liabilities.
(24) Employee benefits
A. Short-term employee benefits
Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognized as expense in that period when the employees render service.
- B. Pensions
Defined contribution plans
For defined contribution plan, the contributions are recognized as pension expense when they are due on an accrual basis. Prepaid contributions are recognized as an asset to the extent of a cash refund or a reduction in the future payments.
- C. Employees’ compensation and directors’ remuneration
Employees’ compensation and directors’ remuneration are recognized as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is distributed by shares, the Company calculates the number of shares based on the closing price at the previous day of the Board meeting resolution.
~22~
- (25) Employee share based payments
For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognized as compensation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and non-vesting conditions. Compensation cost is subject to adjustment based on the service conditions that are expected to be satisfied and the estimates of the number of equity instruments that are expected to vest under the non-market vesting conditions at each balance sheet date. Ultimately, the amount of compensation cost recognized is based on the number of equity instruments that eventually vest.
(26) Income tax
-
A. The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity.
-
B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.
-
C. Deferred tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the parent company only balance sheet. However, the deferred tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit nor loss. Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realized or the deferred tax liability is settled.
-
D. Deferred tax assets are recognized only to the extent that it is probable that future taxable
~23~
profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized deferred tax assets are reassessed.
- E. A deferred tax asset shall be recognized for the carryforward of unused tax credits resulting from research and development expenditures to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilized.
(27) Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.
(28) Dividends
Dividends are recorded in the Company’s financial statements in the period in which they are approved by the Company’s shareholders. Cash dividends are recorded as liabilities.
(29) Revenue recognition
Sales of goods
-
A. The Company designs and sells various integrated circuit related products. Sales are recognized when control of the products has transferred, being when the products are delivered to the customers, and there is no unfulfilled obligation that could affect the customer’s acceptance of the products. Delivery occurs when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer, and either the customer has accepted the products in accordance with the sales contract, or the Company has objective evidence that all criteria for acceptance have been satisfied.
-
B. Revenue from these sales is recognized based on the price specified in the contract, net of the estimated sales discounts. Historical experience is usually used to estimate the discounts and returns. The Revenue is only recognized to the extent that it is highly probable that a significant reversal will not occur. The estimation is subject to an assessment at each reporting date. A refund liability is recognized for expected sales discounts and allowances payable to customers in relation to sales made until the end of the reporting period. The sales are made mainly with a credit term of open account 30 to 90 days. As the time interval between the transfer of committed goods or service and the payment of customer does not exceed one year, the Company does not adjust the transaction price to reflect the time value of money.
-
C. A receivable is recognized when the goods are delivered as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
~24~
5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY
The preparation of these parent company only financial statements requires management to make critical judgements in applying the Company’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:
(1) Critical judgements in applying the Company’s accounting policies
None.
(2) Critical accounting estimates and assumptions
A. Refund liabilities
Sales revenue related refund liabilities constitute estimated product returns and discounts that may occur based on historical experience and other known factors, and are recognized as a deduction of sales revenue in the period when the product is sold; and the Company regularly reviews the reasonableness of the estimates.
As of December 31, 2025, the Company recognized refund liabilities of $36,050.
- B. Inventory valuation
As inventories are stated at the lower of cost and net realizable value, the Company must determine the net realizable value of inventories on balance sheet date using judgements and estimates. Due to the rapid technology innovation, the Company evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realizable value.
As of December 31, 2025, the carrying amounts of inventories was $788,113.
- C. Assessment of loss of production capacity assurance
Part of the prepayment and deposit of the Company is a production capacity guarantee agreement signed with the supplier. According to the provisions of the agreement, if the actual production status of the Company does not meet the agreed requirements, the prepaid deposit will be calculated in accordance with the agreement and confiscated, and the transaction cannot be cancelled. The Company assesses the amount of loss from the capacity guarantee contract based on the expected production volume and estimated gross profit margin of the overall future market demand. As of December 31, 2025, the Company
~25~
recognized a liability provision of $80,126 for the capacity guarantee contract.
6. DETAILS OF SIGNIFICANT ACCOUNTS
(1) Cash and cash equivalents
| ash and cash equivalents | |
|---|---|
| December 31, 2025 December 31, 2024 $ 646 $ 644 377,984 240,991 494,290 659,495 $ 872,920 $ 901,130 |
|
| Cash on hand |
|
| Demand deposits and checking deposits | |
| Time deposits | |
-
A. The Company transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
-
B. The Company has no cash and cash equivalents pledged to others. The Company’s time deposits pledged to others as collateral and with maturity of over three months had been transferred to “Financial assets at amortized cost”. Please refer to Note 6(3) for details.
(2) Financial assets at fair value through other comprehensive income
| inancial assets at fair value through other comprehensive income | inancial assets at fair value through other comprehensive income |
|---|---|
| Items December 31, 2025 December 31, 2024 |
|
| Non-current items: | |
| Equity instruments-non-current | |
| Unlisted and non-OTC stocks $ 132,793 $ 102,000 |
|
| Valuation adjustment ( 53,959 ) ( 71,702 ) |
|
| Total | $ 78,834 $ 30,298 |
-
A. The Company has elected to classify strategic investment in the stock of Ancora Semiconductors Inc. as financial assets at fair value through other comprehensive income. The fair value of this investment amounted to $78,834 and $30,298 as of December 31, 2025 and 2024, respectively.
-
B. Amounts recognized in profit or loss in relation to the financial assets at fair value through other comprehensive income are listed below:
| ina | 2025 2024 |
2025 2024 |
|
|---|---|---|---|
| Equity instruments at fair value through other comprehensive income |
|||
| Fair value change recognized in other comprehensive income (loss) ncial assets at amortized cost |
$ 17,743 ( $ 65,664 ) December 31, 2025 December 31, 2024 |
||
| Items | December 31, 2025 | ||
| Current items: | $ 10,900,000 | ||
| Time deposits over three months | $ 11,750,000 | ||
| $ 6,846 971,478 |
|||
| Non-current items: | |||
| Time deposits – for pledge guarantee | $ 6,917 | ||
| Foreign bonds | 930,395 | ||
| Total | $ 937,312 | $ 978,324 |
(3) Financial assets at amortized cost
~26~
- A. Amounts recognized in profit or loss in relation to financial assets at amortized cost are listed below:
| listed below: | |
|---|---|
| 2025 2024 |
|
| Interest income | $ 237,378 $ 111,909 |
-
B. Information relating to financial assets at amortized cost pledged as collateral is provided in Note 8.
-
C. Information relating to credit risk of financial assets at amortized cost is provided in Note 12(2). The counterparties of the Company’s investments in certificates of deposits are financial institutions with high credit quality, so the Company expects that the probability of counterparty default is remote.
(4) Accounts receivable
| ccounts receivable | ccounts receivable | |
|---|---|---|
| December 31, 2025 December 31, 2024 |
||
| Accounts receivable | $ 398,057 $ 424,044 |
|
| Accounts receivable–related parties | 287,319 137,025 |
|
| $ 685,376 $ 561,069 |
||
| A. | The aging analysis of accounts receivable is as follows: December 31, 2025 December 31, 2024 Not past due $ 685,376 $ 561,069 |
|
| Not past due |
- A. The aging analysis of accounts receivable is as follows:
The above ageing analysis was based on past due date.
-
B. As of December 31, 2025 and 2024, accounts receivable arose from contracts with customers. And as of January 1, 2024, the balance of receivables from contracts with customers amounted to $457,230.
-
C. As of December 31, 2025 and 2024, without regard to holding collateral or other credit enhancements, maximum exposure to credit risk in respect of the amount that best represents the Company’s accounts receivable were $685,376 and $561,069, respectively.
-
D. Information relating to the credit risk of accounts receivable is provided in Note 12(2).
(5) Inventories
| nventories | ||
|---|---|---|
| December 31, 2025 Allowance for obsolescence and market value decline Book value $ 84,022 ) $ 104,660 278,179 ) 443,673 141,426 ) 239,227 519 ) 553 $ 504,146 ) $ 788,113 |
||
| Cost |
||
| Raw materials | $ 188,682 ( |
|
| Work in progress | 721,852 ( |
|
| Finished goods | 380,653 ( |
|
| Merchandise | 1,072 ( |
|
| $ 1,292,259 ( |
~27~
| December 31, 2024 Allowance for obsolescence and market value decline Book value $ 98,438 ) $ 36,501 297,610 ) 312,765 181,169 ) 244,865 117 ) 1,883 $ 577,334 ) $ 596,014 |
||
|---|---|---|
| Cost | ||
| Raw materials | $ 134,939 ( |
|
| Work in progress | 610,375 ( |
|
| Finished goods | 426,034 ( |
|
| Merchandise | 2,000 ( |
|
| $ 1,173,348 ( |
Expenses and losses incurred on inventories for the year are as follows:
| Expenses and losses incurred on inventories for the year are as follows: | Expenses and losses incurred on inventories for the year are as follows: |
|---|---|
| 2025 2024 |
|
| Cost of inventories sold $ 2,973,582 $ 2,217,920 |
|
| Inventories (gains on reversal of) losses on decline in market value, obsolete and slow-moving inventories ( 73,188 ) 129,746 |
|
| Losses from scrapped inventory 42,768 29,591 |
|
| Revenue from sale of scrap and waste ( 84 ) ( 771 ) |
|
| $ 2,943,078 $ 2,376,486 |
For the year ended December 31, 2025, the gains were from the reversal of allowance for obsolescence and market value decline when those inventories were sold.
(6) Prepayments
| repayments | |
|---|---|
| December 31, 2025 December 31, 2024 $ 96,174 $ 50,632 5,040 - 13,148 8,175 $ 114,362 $ 58,807 |
|
| Advance payments | |
| Residual tax credits | |
| Others | |
Due to the shortage of production capacity in semiconductor fabs and packaging and testing plants, and to strengthen long-term cooperative relationships with upstream suppliers, the Company obtained production capacity guarantees from suppliers with prepayments. The advance payments were listed under the current and non-current asset items separately according to the future offset schedule (please refer to Note 6(10) for details). In response to the recent fluctuations in the overall market economic environment affecting market demand, the Company has assessed and recognized onerous contract loss liabilities and recorded liability provisions in accordance with the terms of individual capacity guarantee contracts (please refer to Note 6 (16) for details).
~28~
(7) Investments accounted for under equity method
| 2025 | 2025 | 2025 | 2024 | |
|---|---|---|---|---|
| January 1 | $ 334,330 $ |
296,120 |
||
Disposal of investments accounted for using |
- | |||
equity method (Note) |
( 9,421 ) |
|||
| Unrealized (gain) loss from sales | ( 5,924 ) |
23,039 | ||
| Realized (loss) gain from sales | ( 23,039 ) |
59,550 | ||
| Realized gain from the disposal of assets | - | 1,786 | ||
Difference in translation of foreign |
10,461 | |||
operations |
1,004 | |||
| Remuneration costs recognized as | ||||
| 1,401 | 3,291 | |||
| subsidiary share-based payment | ||||
Share of profit and loss of investments |
( 5,612 ) ( |
|||
| accountedforunderequitymethod | 59,917 ) |
|||
| December 31 | $ 292,739 $ |
334,330 |
||
| Subsidiaries: | ||||
| uPI-Semiconductor Corporation (HK) | ||||
| Limited | ||||
| JPD Labo Co., Ltd. | ||||
| Subsidiaries: | ||||
| uPI-Semiconductor Corporation (HK) | ||||
| Limited | ||||
| uPI Semiconductor Inc. (Note) | ||||
| JPD Labo Co., Ltd. | ||||
Note : uPI Semiconductor Inc. has completed the company liquidation in the second quarter of 2025.
Details of the Company’s subsidiaries are provided in Note 4(3) of the Company’s 2025 and 2024 consolidated financial statements.
~29~
(8) Property, plant and equipment
The details of property, plant and equipment used by the Company are as follows:
2025 |
2025 |
2025 |
2025 |
2025 |
2025 |
2025 |
2025 |
2025 |
2025 |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Land Buildings and structures Machinery and equipment Office equipment Mask Leasehold improvements |
Others | Total | |||||||||||
| At January 1 | |||||||||||||
| Cost | $ 103,200 $ |
331,449 $ 62,201 $ 36,747 $ 26,935 $ 2,093 |
$ 5,465 | $ 568,090 | |||||||||
| Accumulated depreciation and | - ( |
67,597 ) ( 39,759 ) ( 14,175 ) ( 12,426 ) ( 2,093 ) ( |
3,514 ) |
( 139,564 ) |
|||||||||
impairment |
|||||||||||||
| $ 103,200 | $ | 263,852 | $ 22,442 | $ 22,572 | $ 14,509 | $ - | $ 1,951 | $ 428,526 | |||||
| At January 1 | $ 103,200 | $ | 263,852 | $ 22,442 | $ 22,572 | $ 14,509 | $ - | $ 1,951 | $ 428,526 | ||||
Additions |
- | - | 3,930 | 6,830 | 27,415 | - | - | 38,175 | |||||
| Depreciation | - ( |
9,323 ) ( 13,656 ) ( 8,925 ) ( 18,479 ) |
- | ( | 1,340 ) |
( 51,723 ) |
|||||||
| At December 31 | $ 103,200 | $ | 254,529 | $ 12,716 | $ 20,477 | $ 23,445 | $ - | $ 611 | $ 414,978 | ||||
| At December 31 | |||||||||||||
| Cost | $ 103,200 | $ | 331,449 | $ 33,953 | $ 38,700 | $ 37,831 | $ 2,093 | $ 5,185 | $ 552,411 | ||||
| Accumulated depreciation and | - ( |
76,920 ) ( 21,237 ) ( 18,223 ) ( 14,386 ) ( 2,093 ) ( |
4,574 ) |
( 137,433 ) |
|||||||||
impairment |
|||||||||||||
| $ 103,200 | $ | 254,529 | $ 12,716 | $ 20,477 | $ 23,445 | $ - | $ 611 | $ 414,978 |
| 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | 2024 | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Land Buildings and structures Machinery and equipment Office equipment Mask Leasehold improvements |
Others | Total | |||||||||||
| At January 1 | |||||||||||||
| Cost | $ 103,200 $ |
331,049 $ 59,768 $ 24,798 $ 39,947 $ 2,093 |
$ 9,332 | $ 570,187 | |||||||||
| Accumulated depreciation and | - ( |
58,060 ) ( 31,868 ) ( 10,714 ) ( 24,802 ) ( 2,093 ) ( |
5,227 ) |
( 132,764 ) |
|||||||||
impairment |
|||||||||||||
| $ 103,200 | $ | 272,989 | $ 27,900 | $ 14,084 | $ 15,145 | $ - | $ 4,105 | $ 437,423 | |||||
| At January 1 | $ 103,200 | $ | 272,989 | $ 27,900 | $ 14,084 | $ 15,145 | $ - | $ 4,105 | $ 437,423 | ||||
Additions |
- | 400 | 9,316 | 15,217 | 13,445 | - | - | 38,378 | |||||
| Depreciation | - ( |
9,537 ) ( 14,774 ) ( 6,729 ) ( 14,081 ) |
- | ( | 2,154 ) |
( 47,275 ) |
|||||||
| At December 31 | $ 103,200 | $ | 263,852 | $ 22,442 | $ 22,572 | $ 14,509 | $ - | $ 1,951 | $ 428,526 | ||||
| At December 31 | |||||||||||||
| Cost | $ 103,200 | $ | 331,449 | $ 62,201 | $ 36,747 | $ 26,935 | $ 2,093 | $ 5,465 | $ 568,090 | ||||
| Accumulated depreciation and | - ( |
67,597 ) ( 39,759 ) ( 14,175 ) ( 12,426 ) ( 2,093 ) ( |
3,514 ) |
( 139,564 ) |
|||||||||
impairment |
|||||||||||||
| $ 103,200 | $ | 263,852 | $ 22,442 | $ 22,572 | $ 14,509 | $ - | $ 1,951 | $ 428,526 |
~30~
(9) Lease arrangements – lessee
-
A. The Company leases buildings and transportation equipment. Rental contracts are typically made for 2~5 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions.
-
B. The carrying amount of right-of-use assets and the depreciation charge are as follows:
| December 31, 2025 | December 31, 2025 | |
|---|---|---|
| Carrying amount | ||
| Buildings and structures | $ - | $ |
| 2025 | ||
| Buildings and structures |
-
C. For the years ended December 31, 2025 and 2024, the additions to right-of-use assets were $0 and $5,681, respectively.
-
D. For the years ended December 31, 2025 and 2024, the reductions to right-of-use assets were both $0.
-
E. Information on profit and loss accounts relating to lease contracts is as follows:
| 2025 | 2024 | ||
|---|---|---|---|
| Items affecting profit or loss | |||
| Interest expense on lease liabilities | $ 55 | $ | 181 |
| Expense on short-term lease | $ | ||
contracts |
892 |
-
F. For the years ended December 31, 2025 and 2024, the Company’s total cash outflow for leases were $6,020 and $6,144, respectively.
-
(10) Other non-current assets
| Other non-current assets | |||||||
|---|---|---|---|---|---|---|---|
| December | 31, 2025 | December 31, 2024 | |||||
| Advance payments (Note 6(6)) | $ | 82,687 | $ | 228,109 | |||
| Refundable deposits (Note 6(6)) | 617,233 | 817,893 | |||||
| $ | 699,920 | $ | 1,046,002 | ||||
| Financial liabilities at fair value through profit or loss | |||||||
| Items | December | 31, 2025 | December 31, 2024 | ||||
| Non-current items: | |||||||
| Financial liabilities at fair value | |||||||
| through profit or loss | |||||||
| Convertible corporate bond | |||||||
| redemption rights | $ | 24,990 | $ | 24,990 | |||
| Valuation adjustment | 5,610 | 8,330 | |||||
| Total | $ | 30,600 | $ | 33,320 |
(11) Financial liabilities at fair value through profit or loss
~31~
Amounts recognized in loss in relation to financial liabilities at fair value through profit or loss were listed below:
| Amounts recognized in loss in relation to financial liabilities at fair value through profit or loss were listed below: |
Amounts recognized in loss in relation to financial liabilities at fair value through profit or loss were listed below: |
|
|---|---|---|
| (12) (13) |
2025 2024 Net (gain) loss recognized in profit or loss Financial liabilities at fair value through profit or loss ( $ 2,720 ) $ 8,330 Other payables (including related parties) December 31, 2025 December 31, 2024 Accrued salary and bonuses $ 199,048 $ 122,916 Customer litigation compensation payable 49,824 75,900 R&D expense payable 10,872 9,442 Insurance expense payable 4,716 5,368 Pensions payable 4,583 5,267 Payable on equipment 3,915 4,917 Freight payable 2,831 2,985 Accrued guarantee expense for production capacity 2,029 15,308 Service fees payable 1,421 1,074 Others 16,350 17,057 $ 295,589 $ 260,234 Bonds payable December 31, 2025 December 31, 2024 Bonds payable $ 1,700,000 $ 1,700,000 Less :Discount on bondspayable( 131,089 ) ( 153,390 ) $ 1,568,911 $ 1,546,610 |
|
-
A. The terms of the first private placement domestic unsecured convertible corporate bonds issued by the Company are as follows:
-
(a) The Company issued the first private placement domestic unsecured convertible corporate bonds, with a total issuance amount of $1,700,000 and a coupon rate of 0.9%, as approved by the regulatory authority. The bonds mature 7 years from the issue date (June 7, 2024~ June 7, 2031) and will be redeemed in cash at face value at the maturity date.
-
(b) Bondholders may request the Company to convert this private placement convertible corporate bond into the Company’s ordinary shares in accordance with the Measures at any time from the day after the issuance of the bonds for one year and when the private placement convertible corporate bonds reach the convertible status, except that the transfer period must be suspended in accordance with the regulations or legal provisions. Converted into private equity common shares of the Company, the rights and obligations of the converted common shares will be the same as those of the
~32~
originally issued common shares.
-
(c) The conversion price of this private placement convertible corporate bonds is set at $246.9 (in NT dollars) per share, which is determined in accordance with the pricing model stipulated in the conversion regulations. If the subsequent conversion price encounters the company's anti-dilution clause, it will be adjusted according to the pricing model stipulated in the conversion regulations.
-
(d) Bondholders may request the Company to buy back the private placement conversion corporate bonds they hold when the bonds are issued 45 months old, four years old, five years old, or six years old.
-
(e) According to the provisions of the conversion regulations, all private placement convertible corporate bonds that have been recovered, repaid or converted by the Company will be canceled and will no longer be sold or issued, and the conversion rights attached to the bonds will also be extinguished.
-
(f) Holders of this private placement convertible corporate bonds may not transfer this bond to a competitor of the Company, and may not transfer or sell it except under the circumstances specified in Article 43-8 of the Securities and Exchange Act.
-
(g) The private placement convertible corporate bonds can only be sold in the domestic market three years after the date of delivery, and only after the Company reports to the competent authority for issuance and obtains a listing license.
-
B. Due to the Company's distribution of cash dividends in accordance with the issuance and conversion regulations, the conversion price should be adjusted. Effective July 25, 2025, the conversion price will be adjusted from NT$245.2 per share to NT$243.2 per share.
-
C. Regarding the issuance of convertible corporate bonds, the equity conversion rights amounting to $139,092 were separated from the liability component and were recognized in “capital surplus - share options” in accordance with IAS 32. In addition, the embedded put rights were separated from their host contracts and were recognized in “financial assets and liabilities at fair value through profit or loss” in net amount in accordance with IFRS No. 9 "Financial Instruments", because the economic characteristics and risks of the embedded derivatives were not closely related to those of the host contracts. The annual effective interest rate of the bonds payable after separation is 2.4153%.
(14) Pensions
- A. (a)The Company has a defined benefit pension plan in accordance with the Labor Standards Act. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company and its domestic subsidiaries contribute monthly an amount equal to 6% of the employees’
~33~
monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company would assess the balance in the aforementioned labor pension reserve account by December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method; to the employees expected to be qualify for retirement in the following year, the Company will make contributions for the deficit by next March.
- (b)For the years ended December 31, 2025 and 2024, pension costs recognized by the Company in accordance with the above pension plan were $118 and ($111), respectively.
- (c) Expected contributions to the defined benefit pension plans of the Company for the year ending December 31, 2026 amount to $282.
-
B. The Company was established in December 2005 and has established a defined contribution pension plan under the Labor Pension Act, covering all regular employees with R.O.C. nationality. Under the plan, the Company contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment.
-
C. For the years ended December 31, 2025 and 2024, pension costs recognized by the Company in accordance with the above pension plan were $18,839 and $20,658, respectively.
-
(15) Share-based payments
-
A. For the years ended December 31, 2025 and 2024, the Company’s share-based payment arrangements are as follows:
| Quantity grant | Contract | |||
|---|---|---|---|---|
| Type of arrangement | Grant date | (shares) | period | Vesting conditions |
| The first employee stock option | 2020.12.31 | 6,615,000 | 10 years |
40% after 2 years of service |
| plan of 2020 | 30% after 3 years of service | |||
| 30% after 4 years of service | ||||
| The second employee stock option | 2021.6.15 |
220,000 | 10 years |
40% after 2 years of service |
| plan of 2020 | 30% after 3 years of service | |||
| 30% after 4 years of service | ||||
| The third employee stock option | 2021.9.13 | 120,000 | 10 years |
40% after 2 years of service |
| plan of 2020 | 30% after 3 years of service | |||
| 30% after 4 years of service | ||||
| The first employee stock option | 2022.5.9 | 284,000 | 10 years |
40% after 2 years of service |
| plan of 2022 | 30% after 3 years of service | |||
| 30% after 4 years of service | ||||
| The third employee stock option | 2023.4.27 | 22,000 | 10 years |
40% after 2 years of service |
| plan of 2022 | 30% after 3 years of service | |||
| 30% after 4 years of service |
The abovementioned share-based payment arrangements are equity-settled.
~34~
B. Details of the above share-based payment arrangements are as follows:
| Details of the above share-based payment arrangements are as follows: | Details of the above share-based payment arrangements are as follows: | Details of the above share-based payment arrangements are as follows: | Details of the above share-based payment arrangements are as follows: | Details of the above share-based payment arrangements are as follows: | Details of the above share-based payment arrangements are as follows: |
|---|---|---|---|---|---|
| 2025 2024 |
|||||
| Weighted average Weighted average |
|||||
| Units of option (shares) exercise price (in NT dollars) Units of option (shares) exercise price (in NT dollars) |
|||||
| Options outstanding at January 1 1,192,600 |
$ 113.37 3,740,500 $ 61.84 |
||||
Options exercised ( 771,200 |
) 30.41 ( 2,455,100 ) 30.68 |
||||
| Options forfeited ( 56,200 |
) 371.52 ( 92,800 ) 119.99 |
||||
| Options outstandingat December 31 | 365,200 | 246.28 |
1,192,600 | 113.37 |
|
| Options exercisable at December 31 | 311,800 | 224.60 |
1,004,800 71.43 |
C. As of December 31, 2025 and 2024, the range of exercise price of stock options outstanding were $22~$386.5 (in NT dollars) and $22.2~$389.8 (in NT dollars), respectively, and the weighted average remaining contractual periods were 5.97 years and 6.97 years, respectively.
- D. Expenses incurred for share-based payment transactions are as follows:
| (16) | Equity-settled Provisions |
2025 | 2025 | 2024 17,142 |
2024 17,142 |
||
|---|---|---|---|---|---|---|---|
| Equity-settled | $ 210 $ |
||||||
| 2025 | |||||||
| Decommissioning liabilities Onerous contract liabilities |
|||||||
| At January 1, 2025 | |||||||
| Liabilitiesreducedinthis year | |||||||
| At December 31,2025 | $ 1,298 | $ 80,126 | |||||
| 2024 | |||||||
| Decommissioning liabilities |
Onerous contract liabilities |
Total $ 1,298 145,508 $ 146,806 December 31, 2024 $ 7,757 $ 139,049 |
|||||
| At January 1, 2024 | $ 1,298 | $ - | |||||
| Liabilities recognized in this year | - | 145,508 | |||||
| At December 31, 2024 | $ 1,298 | $ 145,508 | |||||
| Analysis of total provisions: | |||||||
| December 31, 2025 | December 31, 2024 | ||||||
| Current | $ 3,527 | $ 7,757 | |||||
| Non-current | $ 77,897 | $ 139,049 |
-
A. Decommissioning liabilities are liabilities that in accordance with published policies and applicable contractual or regulatory requirements, the Group is obliged to dismantle, remove, or restore the location of some property, plant and equipment. Therefore, the present value of the cost expected to be incurred in dismantling, removing, or restoring the location is recognized as provisions. The Group expects that the provisions will be incurred successively in the coming years.
-
B. Onerous contract liabilities, please refer to Note 6 (6) for details.
~35~
(17) Share capital
As of December 31, 2025, the Company’s authorized capital was $1,500,000 consisting of 150,000,000 shares (including 22,500,000 shares reserved for the exercise of options such as stock option certificates, preferred shares with options, corporate bonds with embedded options, and so on). The paid-in capital amount was $1,054,680 with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.
Movements in the number of the Company's common shares outstanding from the beginning to the end of the period are as follows: (thousands of shares)
| 2025 2024 104,697 81,242 - 21,000 771 2,455 105,468 104,697 |
|
|---|---|
| At January 1 | |
| Issuance of common stock for cash | |
| Exercise of employee stock options | |
| At December 31 |
On May 27, 2024, the shareholders' meeting of the Company passed a resolution to increase its capital in cash through private placement. The base capital date of the private placement is May 29, 2024. The purpose of the cash capital increase is to increase working capital. The number of shares in this private placement is 21,000 thousand, and the subscription price per share is $246.9 (in NT dollars). This capital increase raised $5,179,867, and the change registration was completed on June 11, 2024. The rights and obligations of this private placement of ordinary shares are the same as those of other issued ordinary shares, except that there are restrictions on circulation and transfer stipulated in the Securities and Exchange Act, and it must be three years from the delivery date and the Company shall declare to the competent authority for a supplementary public offering before having the shares listed for trading.
(18) Capital surplus
Pursuant to the R.O.C. Company Act, capital surplus arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Act requires that the amount of capital surplus to be capitalized mentioned above should not exceed 10% of the paid-in capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
| 2025 | ||||
|---|---|---|---|---|
| Share premium | Stock options | Convertible corporate bond options |
Changes in ownership interests in subsidiaries Total |
|
| At January 1 | $ 10,307,974 | $ 57,437 | $ 139,092 | $ 3,141 $ 10,507,644 |
Employee stock options |
44,497 ( |
28,755 ) |
- | - 15,742 |
exercised |
||||
| Share-based payments | - | 210 | - | - 210 |
Recognition of subsidiary |
- | 1,401 | - | - 1,401 |
share-based payment |
||||
| At December 31 | $ 10,352,471 | $ 30,293 | $ 139,092 | $ 3,141 $ 10,524,997 |
~36~
| 2024 | ||||
|---|---|---|---|---|
| Share premium | Stock options | Convertible corporate bond options |
Changes in ownership interests in subsidiaries Total |
|
| At January 1 | $ 5,373,291 4,969,867 |
$ 116,625 | $ - | $ 3,141 $ 5,493,057 - 4,969,867 - 50,770 |
| Issuance of common stock | - | - | ||
| for cash | ||||
| Employee stock options | 130,391 ( |
79,621 ) |
- | |
exercised |
||||
| Share-based payments | - | 17,142 | - | - 17,142 |
Recognition of subsidiary |
- | 3,291 | - | - 3,291 |
share-based payment |
||||
| Cash dividends ( |
165,575 ) |
- | - | - ( 165,575 ) |
Issuance of convertible |
- |
- | 139,092 | - 139,092 |
| bonds | ||||
| At December 31 | $ 10,307,974 | $ 57,437 | $ 139,092 | $ 3,141 $ 10,507,644 |
Note : The Company's shareholders' meeting on May 27, 2024 resolved to distribute cash to
- shareholders from capital surplus of $2 (in NT dollars) per share, totaling $165,575 in cash distributed.
(19) Retained earnings
-
A. Under the Company's Articles of Incorporation, the current year's earnings, if any, shall first be used to pay all taxes and offset prior year's operating losses, then 10% of the remaining amount shall be set aside as legal reserve until the legal reserve equals the total capital stock balance. After that, special reserve shall be set aside or reversed in accordance with the Company's operating needs or the related laws. The Board of Directors should present the distribution of the remaining earnings along with prior year’s accumulated unappropriated earnings for the approval of the shareholders to distribute dividends to shareholders.
-
B. The Company’s dividend policy takes into consideration the Company’s current and future investment environment, capital needs, domestic and foreign competition conditions, and budgets of capital expenditure, and taking into accounts the interests of shareholders and balanced dividend distribution strategies and the company's long-term financial planning factors, the distributable earnings may be retained or distributed in the form of stocks or cash. Out of this, projected dividends shall not be less than 10% of the net profit after tax of the current year and cover accumulated deficits from previous years and deduct provision for legal reserve, of which cash dividends shall account for at least 10% of the total dividends distributed.
-
C. Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the distribution of the reserve is limited to the portion in excess of 25% of the Company’s paid-in capital.
-
D. The appropriation of 2024 and 2023 earnings had been resolved at the shareholders’ meeting on May 26, 2025 and May 27, 2024. Details are summarized below:
~37~
| 2024 2023 |
||
|---|---|---|
| Amount Dividend per share (in dollars) Amount Dividend per share (in dollars) |
||
| Legal reserve | $ 22,999 $ 5,060 |
|
| Special reserve | 55,203 8,587 |
|
| Cashdividends | 178,962 $ 1.70 41,393 $ 0.50 |
|
| Total | $ 257,164 $ 55,040 |
- (20) Operating revenue
| 2025 2024 $ 4,489,376 $ 3,374,112 |
|
|---|---|
Revenues from contracts with customer $
- A. Disaggregation of revenue from contracts with customers
The Company’s revenues can be broken down into the following product lines:
| The Company’s revenues | can be broken down | into the following product lines: |
|---|---|---|
| 2025 MOSFET Total $ 1,697,307 $ 4,489,376 2024 MOSFET Total $ 1,277,050 $ 3,374,112 |
||
| Power management IC |
||
| Revenues from | $ 2,792,069 | |
| customer contracts | ||
| Power management IC |
||
| Revenues from | $ 2,097,062 | |
| customer contracts |
-
B. Contract liabilities
-
(a) The Company has recognized the following revenue-related contract liabilities:
| December 31, 2025 | December 31, 2024 | January 1, 2024 | |
|---|---|---|---|
| Contract liabilities | $ 13,501 | $ 12,912 $ 1,712 |
- (b) Revenue recognized that was included in the contract liability balance at the beginning of the year:
| of the year: | of the year: | of the year: | ||
|---|---|---|---|---|
| (21) | Revenue recognized that was included in the contract liabilities at the beginning of the year Interest income Interest income from bank deposit Interest income from financial assets at amortized cost Other interest income |
2025 2024 |
||
| Revenue recognized that was included in the contract liabilities at the beginning of the year |
$ 12,912 $ 1,712 |
|||
| 2025 2024 |
||||
| Interest income from bank deposit | $ 23,060 $ 75,723 |
|||
Interest income from financial assets at |
237,378 111,909 |
|||
| amortized cost | ||||
| Other interest income | 23 1,924 |
|||
| $ 260,461 $ 189,556 |
~38~
(22) Other income
| h | 2025 2024 $ 723 $ 719 2025 2024 ( $ 119,166 ) $ 125,072 55,646 ( 145,508 ) 5,821 ( 8,330 ) 909 8,512 ( $ 56,790 ) ( $ 20,254 ) 2025 2024 $ 37,600 $ 20,990 55 181 $ 37,655 $ 21,171 |
|
|---|---|---|
| Rent income | ||
| er gains and losses | ||
| Net currency exchange (losses) gains | ||
| Gains (losses) from onerous contracts | ||
Net gains (losses) on financial liabilities at fair value through profit or loss |
||
| Other net gains | ||
| ( | ||
| nance costs | ||
| Interest expense-bonds payable | ||
| Other financial expenses | ||
(23) Other gains and losses
(24) Finance costs
(25) Expenses by nature
| m | 2025 2024 |
|
|---|---|---|
| Employee benefit expenses | $ 618,964 $ 561,623 |
|
Depreciation charges on property, plant and equipment |
51,723 47,275 |
|
| Depreciation charges on right-of-use asset | 4,341 5,092 |
|
| Amortization charges on intangible asset | 39,512 41,643 |
|
| $ 714,540 $ 655,633 |
||
| ployee benefit expenses | ||
| 2025 2024 |
||
| Salary expenses | $ 541,028 $ 465,753 |
|
Director remuneration and |
7,018 3,001 |
|
| transportation allowances | ||
| Share-based compensation | 210 17,142 |
|
| Labor and health insurance fees | 32,145 34,395 |
|
| Pension costs | 18,957 20,547 |
|
| Other personnel expenses | 19,606 20,785 |
|
| $ 618,964 $ 561,623 |
(26) Employee benefit expenses
A. According to the Articles of Incorporation of the Company, the current year’s profit shall be used first to cover accumulated deficit, if any, and then the remaining balance shall be distributed as follows: no less than 5% for employees’ compensation, and no more than 3% for directors’ remuneration.
B. For the years ended December 31, 2025 and 2024, employees’ compensation was accrued at $83,050 and $24,515, respectively; directors’ remuneration was accrued at $5,026 and $1,737, respectively. The aforementioned amounts were recognized in salary expenses.
~39~
-
C. The employees’ compensation and directors’ remuneration were estimated and accrued based on 9.02% and 0.55% of distributable profit for the year ended December 31, 2025, respectively. Actual distribution amounts by resolution of the Board of Directors were $83,050 and $5,026, and all shall be distributed in cash.
-
D. Employee compensation and director remuneration for 2024 as approved by the Board of Directors are consistent with the amount recognized in the 2024 financial statements.
-
E. Information about employees’ compensation and directors’ remuneration of the Company as resolved by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
(27) Income tax
A. Income tax expense
- (a) Components of income tax expense:
| Components of income tax expense: | ||
|---|---|---|
| 2025 | 2024 | |
| Current income tax: | ||
| Current income tax on profits for the year | $ 128,528 | $ 61,163 |
Prior year income tax underestimation |
5,783 | ( 8,352 ) |
(overestimation) |
||
| Total current income tax | $ 134,311 | $ 52,811 |
| Deferred income tax: | ||
| Origination and reversal of temporary | 5,561 | ( 6,688 ) |
differences |
||
| Total deferred income tax | 5,561 | ( 6,688 ) |
| Income tax expense | $ 139,872 | $ 46,123 |
(b) The income tax relating to components of other comprehensive income: None.
(c) Income tax amount directly debited or credited to equity: None.
- B. Reconciliation between income tax expenses and accounting profit:
| Reconciliation between income tax expenses and accounting profit: | Reconciliation between income tax expenses and accounting profit: |
|---|---|
| 2025 2024 |
|
| Income tax calculated based on profit before tax and statutory tax rate $ 166,512 $ 55,247 Prior year income tax underestimation (overestimation) 5,783 ( 8,352 ) Expenses and losses that should be recognized in accordance with tax law 4,460 - Deferred income tax assets not recognized for temporary differences 22,539 33,686 |
|
| Effect of tax exemption on investment income ( 38,400 ) ( 26,000 ) |
|
Change in assessment of realization of deferred tax assets ( 21,022 ) ( 8,536 ) |
|
| Withholding taxon foreign income | - 78 |
| Income tax expense | $ 139,872 $ 46,123 |
- C. Amounts of deferred tax assets or liabilities as a result of temporary differences, tax losses and investment tax credits are as follows:
~40~
| 2025 | 2025 | 2025 | 2025 | 2025 | |
|---|---|---|---|---|---|
| January 1 Recognized in profit or loss |
Recognized in other comprehensive net income |
December 31 | |||
| Deferred tax assets: | |||||
| -Temporary differences: | |||||
Unrealized losses on inventory and decline in market value $ 42,783 ( $ 28,667 ) Unrealized gains or losses on sale and disposal of assets 6,852 358 |
$ - - |
$ 14,116 7,210 |
|||
| Unrealized onerous contract losses 29,102 |
( 12,385 ) |
- | 16,717 |
||
| Others 6,909 |
8,473 | - | 15,382 | ||
| Subtotal $ 85,646 |
( $ 32,221 ) |
$ - | $ 53,425 | ||
| -Deferred tax liabilities | |||||
| Unrealized gains or losses on long- term investments ( $ 31,062 ) Unrealized gains or losses from foreign currency translation differences ( 4,608 ) |
$ 22,052 4,608 |
$ - - |
( $ 9,010 ) - |
||
| Subtotal ( $ 35,670 ) |
$ 26,660 | $ - | ( $ 9,010 ) |
||
| Total | $ 49,976 | ( $ 5,561 ) |
$ - | $ 44,415 |
|
| 2024 | |||||
| January 1 | Recognized in profit or loss |
Recognized in other comprehensive net income |
December 31 | ||
| Deferred tax assets: | |||||
| -Temporary differences: | |||||
Unrealized losses on inventory and decline in market value Unrealized gains or losses on sale and disposal of assets |
$ 40,504 $ 2,279 12,267 ( 5,415 ) |
$ - - |
$ 42,783 6,852 |
||
| Unrealized onerous contract losses | - | 29,102 | - | 29,102 |
|
| Others | 687 | 6,222 | - | 6,909 | |
| Subtotal | $ 53,458 | $ 32,188 | $ - | $ 85,646 | |
| -Deferred tax liabilities | |||||
| Unrealized gains or losses on long- term investments ( $ 10,170 ) ( $ 20,892 ) Unrealized gains or losses from foreign currency translation differences - ( 4,608 ) |
$ - - |
( $ 31,062 ) ( 4,608 ) |
|||
| Subtotal ( $ 10,170 ) |
( $ 25,500 ) |
$ - | ( $ 35,670 ) |
||
| Total | $ 43,288 | $ 6,688 | $ - | $ 49,976 |
- D. The amounts of deductible temporary differences that were not recognized as deferred income tax assets are as follows:
| income tax assets are as follows: | |
|---|---|
| December 31, 2025 December 31, 2024 |
|
| Deductible temporary differences | $ 593,566 $ 480,873 |
- E. The Company’s income tax returns through 2023 have been assessed and approved by the Tax Authority.
~41~
(28) Earnings per share
| rnings per share | |||
|---|---|---|---|
| 2025 | |||
| Amount after- tax |
Weighted average | ||
| number of ordinary shares outstanding (shares in thousands) |
Earnings per | ||
share |
|||
| (in dollars) | |||
| Basic earnings per share | |||
Profit attributable to common shareholders |
$ 692,687 | 105,348 | $ 6.58 |
| Diluted earnings per share | |||
Profit attributable to common shareholders Assumed conversion of all dilutive potential ordinary shares |
$ 692,687 | 105,348 | |
| Employees’ compensation | - | 442 | |
Employee stock options |
- | 211 | |
Convertible corporate bonds |
30,080 | 6,990 | |
| Profit attributable to common shareholders |
$ 722,767 | 112,991 | $ 6.40 |
| 2024 | |||
| Amount after- tax |
Weighted average | ||
| number of ordinary shares outstanding (shares in thousands) |
Earnings per | ||
share |
|||
| (in dollars) | |||
| Basic earnings per share | |||
Profit attributable to common shareholders |
$ 229,993 | 95,171 | $ 2.42 |
| Diluted earnings per share | |||
Profit attributable to common shareholders Assumed conversion of all dilutive potential ordinary shares |
$ 229,993 | 95,171 | |
| Employees’ compensation | - | 111 | |
Employee stock options |
- | 1,630 | |
Convertible corporate bonds (Note) |
- | - | |
| Profit attributable to common shareholders |
$ 229,993 | 96,912 | $ 2.37 |
Note : For the year ended December 31, 2024, convertible corporate bonds have anti-dilutive effects and are not included in diluted earnings per share.
(29) Supplemental cash flow information
Investing activities with partial paid cash payments:
| Investing activities with partial paid cash payments: | Investing activities with partial paid cash payments: |
|---|---|
| 2025 2024 |
|
| Purchase of property, plant and equipment $ 38,175 $ 38,378 |
|
| Add: Opening balance of payable on equipment 4,917 4,435 Less: Ending balance of payable on equipment ( 3,915 ) ( 4,917 ) |
|
| Cash paid during the year | $ 39,177 $ 37,896 |
~42~
(30) Changes in liabilities from financing activities
| Changes in liabilities from financing activities | Changes in liabilities from financing activities | Changes in liabilities from financing activities | Changes in liabilities from financing activities |
|---|---|---|---|
| 2025 | |||
| Lease liabilities Bonds payable Liabilities from financing activities-total |
|||
| At January 1 $ 4,419 |
$ 1,546,610 $ 1,551,029 |
||
| Changes in cash flows from financing activities ( 4,419 |
) - ( 4,419 ) |
||
Interest paid ( 55 |
) ( 15,299 ) ( 15,354 ) |
||
Changes in other non-cash items |
55 |
37,600 37,655 |
|
| At December 31 | $ - | $ 1,568,911 $ 1,568,911 |
|
| 2024 | |||
| Lease liabilities | Bonds payable Liabilities from financing activities-total |
||
| At January 1 | $ 3,809 | $ - $ 3,809 |
|
Changes in cash flows from financing activities ( 5,071 |
) | 1,698,339 1,693,268 |
|
Changes in other non-cash items |
5,681 |
( 151,729 ) ( 146,048 ) |
|
| At December 31 | $ 4,419 | $ 1,546,610 $ 1,551,029 |
(31) Other equity items
| Other equity items | |||
|---|---|---|---|
| 2025 | |||
| Unrealized | Financial statements | ||
| gains (losses) on valuation |
translation differences of foreign operations Total |
||
| January 1 |
( $ 71,702 ) |
$ 7,912 ( $ 63,790 ) |
|
| Currency translation differences | - | 1,004 1,004 |
|
| Valuation adjustment | 17,743 | - 17,743 |
|
| December 31 |
( $ 53,959 ) |
$ 8,916 ( $ 45,043 ) |
|
| 2024 | |||
| Unrealized | Financial statements | ||
| gains (losses) on valuation |
translation differences of foreign operations Total |
||
| January 1 |
( $ 6,038 ) ( $ 2,549 ) ( $ 8,587 ) |
||
| Currency translation differences | - | 10,461 10,461 |
|
| Valuation adjustment |
( 65,664 ) |
- ( 65,664 ) |
|
| December 31 |
( $ 71,702 ) |
$ 7,912 ( $ 63,790 ) |
7. RELATED PARTY TRANSACTIONS
(1) Name of related parties and relationship
| ame of related parties and relationship | |
|---|---|
| Name of related parties | Relationship with the Company |
| uPI Semiconductor Inc. (“uPI USA”) | Subsidiary |
| JPD Labo Co., Ltd. (“JPD’) | Subsidiary |
| uPI-Semiconductor Corporation (HK) Limited | Subsidiary |
| UPC-Semiconductor Corporation (Shenzhen) Limited | Subsidiary |
| Feng Tai Jia Co., Ltd., | Entity controlled by key management (Note) |
| Tie-Min Chen | Vice Chairman (Note) |
| Asustek Computer Inc. | Entity with significant influence to the Company |
| Advanced Power Electronics Co., Ltd. | Entity controlled by key management (Note) |
| Ko-E Technology (Hong Kong) Limited | Entity controlled by key management (Note) |
Note : Becoming a related party since the re-election of directors at the extraordinary shareholders' meeting on July 18, 2024.
~43~
(2) Significant related party transactions and balances
- A. Operating revenue
| . Operating revenue | |
|---|---|
| 2025 2024 |
|
| Subsidiary | $ 781,420 $ 274,800 |
Entity controlled by key |
577 30 |
| management | |
| Total | $ 781,997 $ 274,830 |
-
(a) In 2025 and 2024, the sales price of the Company is not significantly different from that of third parties and the collection terms are 30~90 days after shipment.
-
(b) In 2025 and 2024, the Company’s unrealized internal gains (losses) arising from downstream sales transactions with subsidiaries were $5,924 and ($23,039), respectively; realized internal gains were ($23,039) and $59,550, respectively.
B. Receivables from related parties
| Receivables from related parties | |
|---|---|
| December 31, 2025 December 31, 2024 $ 287,301 $ 136,992 18 33 $ 287,319 $ 137,025 |
|
| Accounts receivable: | |
| UPC-Semiconductor (Shenzhen) | |
Entity controlled by key |
|
| management | |
| Total |
Aforementioned receivables from related parties arise mainly from sale transactions, and the collection terms were 30~90 days after monthly billings. The receivables bear no interest. Provisions are not made for receivables from related parties.
- C. Payables to related parties
| Payables to related parties | |
|---|---|
| December 31, 2025 December 31, 2024 |
|
| Other payables: | |
| Asustek Computer Inc. (Note) | $ - $ 75,900 |
| December 31, 2025 December 31, 2024 |
|
| Bonds payables: | |
Feng Tai Jia Co., Ltd., |
$ 276,913 $ 272,977 |
| Tie-Min Chen | 1,291,998 1,273,633 |
| Subtotal | $ 1,568,911 $ 1,546,610 |
| Other payables - interest expense | |
| Entity with significant | $ 174 $ 174 |
| influence to the Company | |
| Vice Chairman | 813 813 |
| Subtotal | 987 987 |
| Total | $ 1,569,898 $ 1,547,597 |
Note : As of December 31, 2024, other payables to related parties mainly include transactions such as compensation for customer complaints, and the payment terms are
~44~
monthly settlement within 90 days. The amount payable does not carry any interest. The payment of this customer damage compensation was changed to be made through a third party in 2025 and was recorded in the accounts as other payables. Please refer to Note 6(12) for details.
D. Disposal of assets
In 2025 and 2024, the company recognized the realized gains from disposal of assets were $0 and $1,787, respectively. As of December 31, 2025 and 2024, the unrealized gains accounted for in the balance of investments using the equity method were both $0.
E. Loans to related parties
- (a)Outstanding balance:
| (a) Outstanding balance: | utstanding balance: | |
|---|---|---|
| Subsidiary (b) Interest income: Subsidiary |
December 31, 2025 December 31, 2024 |
|
| Subsidiary | $ - $ - |
|
| 2025 2024 |
||
| Subsidiary | $ - $ 1,902 |
The loans to subsidiary are repayable within one year. There were no loan transactions in 2025 and the interest for the year 2024 will be charged at an annual rate of 4%.
F. Others
| Others | ||
|---|---|---|
| Items | 2025 | 2024 |
| Subsidiary – UPC- Semiconductor(Shenzhen) Other income |
$ - | $ 1,787 |
| Subsidiary– uPI USA Service fees |
$ - | $ 12,803 |
| Subsidiary– JPD Service fees |
$ 27,526 | $ 30,792 |
| FengTai Jia Co.,Ltd., Interest expense |
$ 6,635 | $ 2,983 |
| Tie-Min Chen Interest expense |
$ 30,965 | $ 13,921 |
| Asustek Computer Inc. Other expense |
$ - | $ 86,652 |
G. Refundable deposits
As of December 31, 2025, the Company paid US$4,324 thousand in appeal deposits to ASUS Computer Inc. through its sales agent in patent infringement lawsuits involving the use of the Company's MOSFET products.
(3) Key management compensation
| use of the Company's MOSFET products. ey management compensation |
|
|---|---|
| 2025 2024 |
|
| Salaries and other short-term | $ 49,434 $ 46,564 |
| employee benefits | |
| Post-employment benefits | 1,035 1,074 |
| Share-based payments | 273 2,206 |
| $ 50,742 $ 49,844 |
~45~
8. PLEDGED ASSETS
The Company’s assets pledged as collateral are as follows:
| Book value | ||
|---|---|---|
| Pledged asset | December 31, 2025 December 31, 2024 |
Purposes of pledged |
| Time deposits (shown in financial assets at amortized cost) |
$ 6,917 $ 6,846 |
Guarantee for |
| importation customs | ||
| duties |
9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACT COMMITMENTS
(1) Contingencies
The Company's end customer is involved in patent infringement lawsuits due to the use of MOSFET products, and they plan to seek compensation for litigation costs against several MOSFET product suppliers involved, including the Company. As of the reporting date, although the end customer was awarded compensation by the Texas District Court at the first instance, the end customer has filed an appeal in accordance with legal procedures, and the Company has paid the appeal deposit of US$4,324 thousand through the sales agent. Therefore, as of December 31, 2025, the Company has already estimated the attorney fees payable of $49,824 that may be shared in this lawsuit and recorded it in the accounts as other payables (please refer to Note 6(12) for details). As the relevant legal proceedings are still ongoing and under negotiation, the Company is unable to estimate the final judgment outcome of this lawsuit and its impact on the Company.
(2) Commitments
Capital expenditures contracted but not yet incurred
| December 31, 2025 December 31, 2024 $ 7,305 $ 204 28,717 24,011 $ 36,022 $ 24,215 |
|
|---|---|
| Property, plant and equipment | |
| Intangible assets | |
| Total |
- SIGNIFICANT DISASTER LOSS
None.
11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
The following matters were approved by a resolution of the Board of Directors of the Company on February 26, 2026 :
- (1) Proposed to distribute employees’ compensation of $83,050 and director remuneration of $5,026, both of which will be paid in cash.
~46~
- (2) For 2025 earnings distribution, the distributable earnings shall be set aside as legal reserve of $69,269 in accordance with the law, for a cash dividend distribution to shareholders of $485,203 (4.6 NT dollars per share) and to be submitted to the regular meeting of shareholders for approval in accordance with the law.
12. OTHERS
(1) Capital management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amounts of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Company monitors capital on the basis of the liability ratio. This ratio is calculated as total liabilities by total assets. Total liabilities are calculated as “current liabilities plus non-current liabilities” as shown in the separate balance sheets.
During 2025, the Company’s strategy was to maintain the liability ratio within reasonable security range, which was unchanged from 2024. The liability ratios are as follows:
| December 31, 2025 December 31, 2024 $ 2,702,271 $ 2,492,760 14,092,466 13,534,929 $ 16,794,737 $ 16,027,689 16.09% 15.55% |
|
|---|---|
| Total liabilities | $ 2,702,271 $ |
| Total equity | 14,092,466 |
| Total assets | $ 16,794,737 $ |
| Liability ratio | 16.09% |
(2) Financial instruments
- A. Financial instruments by category
| Financial instruments by category | ||
|---|---|---|
| December 31, 2025 | December 31, 2024 | |
| Financial assets | ||
| Financial assets at fair value through other comprehensive income |
||
| Designation of equityinstrument | $ 78,834 | $ 30,298 |
| Financial assets at amortized cost | ||
| Cash and cash equivalents | $ 872,920 | $ 901,130 |
| Financial assets at amortized cost | 12,687,312 | 11,878,324 |
| Accounts receivable (including related parties) |
685,376 | 561,069 |
| Other receivables | 77,222 | 65,426 |
| Refundable deposits | 617,233 | 817,893 |
| $ 14,940,063 | $ 14,223,842 |
~47~
| December 31, 2025 | December 31, 2024 $ 33,320 $ 1,935 403,989 260,234 1,546,610 $ 2,212,768 $ 4,419 |
|
|---|---|---|
| Financial liabilities | ||
| Financial liabilities at fair value through profit or loss Designated financial liabilities at fair value throughprofit or loss |
$ 30,600 | |
| Financial liabilities at amortized cost | ||
| Notes payable | $ 1,935 | |
| Accounts payable | 600,027 | |
Other payables (including related parties) |
295,589 | |
| Bonds payable | 1,568,911 | |
| $ 2,466,462 | ||
| Lease liabilities | $ - |
-
B. Risk management policy
-
(a) The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial position and financial performance.
-
(b) Risk management is carried out by a central treasury department (Company treasury) under policies approved by the Board of Directors. Company treasury identifies, evaluates and hedges financial risks in close co-operation with the Company’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.
-
C. Significant financial risks and degrees of financial risks
-
(a) Market risk
Exchange rate risk
-
i. The Company operates internationally and is exposed to foreign exchange risk arising from the transactions of the Company used in various functional currency, primarily with respect to the USD. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities, and net investments in foreign operations.
-
ii. Management has set up a policy to require company to manage their foreign exchange risk against their functional currency. To manage foreign exchange risk from future commercial transactions and recognized assets and liabilities, the Company's finance team adopts the principle of natural risk hedging and monitors exchange rate volatility
~48~
at any time to minimize foreign exchange risk. Exchange rate risk arises from future commercial transactions and recognized assets and liabilities that are not denominated in the entity's functional currency.
-
iii. The Company has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk.
-
iv. The Company’s businesses involve some non-functional currency operations (the Company’s functional currency is NTD). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
| December 31, 2025 Foreign currency amount (in thousands) Exchange rate Book value (NTD) (Foreign currency: functional currency) Financial assets Monetary items USD : NTD $ 78,984 31.43 $ 2,482,467 JPY : NTD 36,587 0.20 7,317 Financial liabilities Monetary items USD : NTD $ 20,937 31.43 $ 658,050 |
December 31, 2025 Foreign currency amount (in thousands) Exchange rate Book value (NTD) (Foreign currency: functional currency) Financial assets Monetary items USD : NTD $ 78,984 31.43 $ 2,482,467 JPY : NTD 36,587 0.20 7,317 Financial liabilities Monetary items USD : NTD $ 20,937 31.43 $ 658,050 |
|---|---|
| December 31, 2024 | |
- v.The total exchange (loss) gain, including realized and unrealized arising from significant foreign exchange variation on the monetary items held by the Company for the years ended December 31, 2025 and 2024 amounted to ($119,166) and $125,072, respectively.
~49~
- vi. Analysis of foreign currency market risk arising from significant foreign exchange variation:
| 2025 Sensitivity analysis Degree of variation Effect on profit or loss Effect on other comprehensive income (Foreign currency: functional currency) Financial assets Monetary items USD : NTD 1% $ 24,825 $ - JPY : NTD 1% 73 - Financial liabilities Monetary items USD : NTD 1% ( $ 6,581 ) $ - 2024 Sensitivity analysis Degree of variation Effect on profit or loss Effect on other comprehensive income (Foreign currency: functional currency) Financial assets Monetary items USD : NTD 1% $ 26,664 $ - JPY : NTD 1% 38 - KRW : NTD 1% 24 - Financial liabilities Monetary items USD : NTD 1% ( $ 4,052 ) $ - KRW : NTD 1% ( 22 ) - |
2025 Sensitivity analysis Degree of variation Effect on profit or loss Effect on other comprehensive income (Foreign currency: functional currency) Financial assets Monetary items USD : NTD 1% $ 24,825 $ - JPY : NTD 1% 73 - Financial liabilities Monetary items USD : NTD 1% ( $ 6,581 ) $ - 2024 Sensitivity analysis Degree of variation Effect on profit or loss Effect on other comprehensive income (Foreign currency: functional currency) Financial assets Monetary items USD : NTD 1% $ 26,664 $ - JPY : NTD 1% 38 - KRW : NTD 1% 24 - Financial liabilities Monetary items USD : NTD 1% ( $ 4,052 ) $ - KRW : NTD 1% ( 22 ) - |
|---|---|
| Financial assets | |
| Monetary items | |
USD : NTD 1% $ 26,664 |
|
| JPY : NTD 1% 38 |
|
| KRW : NTD 1% 24 |
|
| Financial liabilities | |
| Monetary items | |
USD : NTD 1% ( $ 4,052 ) |
|
| KRW : NTD 1% ( 22 ) |
Price risk
-
i. The Company’s equity securities, which are exposed to price risk, are the held financial assets at fair value through other comprehensive income.
-
ii. The Company’s investments in equity securities comprise shares issued by the domestic companies. The prices of equity securities would change due to the change of the future value of investee companies. If the prices of these equity securities had increased/decreased by 1% with all other variables held constant, post-tax profit for the years ended December 31, 2025 and 2024 would have increased/decreased by $788 and $303, respectively, as a result of gains/losses on equity securities classified as at fair value through other comprehensive income.
~50~
(b) Credit risk
-
i. Credit risk refers to the risk of financial loss to the Company arising from default by the clients or counterparties of financial instruments on the contract obligations. In accordance with the internally specified credit policies of the Company, each operating entity in the Company must conduct management and credit risk analysis for each new customer before setting the terms and conditions for payment and delivery. Internal risk control comprises the evaluation of credit quality of customers by considering their financial status, past experience and other factors. Limits for individual risk factors are established by the Board of Directors based on internal or external ratings, and the use of credit limits is regularly monitored. Primary credit risk arises from cash deposits in banks and financial institutions, overseas bonds and accounts receivable that have not yet been collected. Among banks and financial institutions, only institutions with a good credit rating will be accepted as transaction counterparties.
-
ii. The Company manages its credit risk taking into consideration the Company’s concern. For banks and financial institutions, only independently rated parties with a good credit rating are accepted as transaction counterparties. According to the Company’s credit policy, each operating entity in the Company is responsible for managing and analyzing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, considering their financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors, and the utilization of credit limits is regularly monitored.
-
iii. The Company adopts the assumption under IFRS 9, that is, if the contract payments were past due over 30 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.
-
iv. The Company adopts the assumption under IFRS 9, the default occurs when the contract payments are past due over 90 days.
-
v. The following indicators are used to determine whether the credit impairment of debt instruments has occurred:
-
i) It becomes probable that the issuer will enter bankruptcy or other financial reorganization due to their financial difficulties;
-
ii) The disappearance of an active market for that financial asset because of financial difficulties;
-
iii) Default or delinquency in interest or principal repayments;
-
iv) Adverse changes in national or regional economic conditions that are expected to
~51~
cause a default.
-
vi. The Company wrote-off the financial assets, which cannot be reasonably expected to be recovered, after initiating recourse procedures. However, the Company will continue executing the recourse procedures to secure their rights.
-
vii. The information about ageing analysis and collaterals of accounts receivable is provided in Note 6(4). The Company requests its significant sales customers to provide collaterals or other rights of guarantee. In addition, except for credit risk impairment caused by individual factors that are individually recognized, remaining accounts receivable are Companyed according to common credit risk characteristics, loss rates are established based on historical and current information for specific periods; and domestic and foreign economic situation changes, industry trends, and forward-looking prospects are considered to estimate the allowance for losses of accounts receivable. Based on the assessment, the allowance for losses that the Company should recognize is immaterial on December 31, 2025 and 2024.
-
(c) Liquidity risk
The table below analyses the Company’s non-derivative financial liabilities into relevant maturity Companyings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
| undiscounted cash flows. | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Between 1 and 5 | |||||||||
| December31,2025 | Less than 1year | years | Over5 years | Total | |||||
| Non-derivative financial liabilities | |||||||||
| Notes and accounts payable | $ | 601,962 | $ |
- | $ |
- | $ |
601,962 | |
| Other payables | 295,589 | - | - | 295,589 | |||||
| Bonds payable | 15,300 | 61,200 | 1,707,650 | 1,784,150 | |||||
| Derivative financial liabilities | |||||||||
| Put rights of corporate bonds | - | 30,600 | - | 30,600 | |||||
| Between 1 and 5 | |||||||||
| December 31, 2024 | Less than 1 year | years | Over 5 years | Total | |||||
| Non-derivative financial liabilities | |||||||||
| Notes and accounts payable | $ | 405,924 | $ |
- | $ |
- | $ |
405,924 | |
| Other payables | 260,234 | - | - | 260,234 | |||||
| Lease liabilities | 4,474 | - | - | 4,474 | |||||
| Bonds payable | 15,300 | 76,500 | 1,707,650 | 1,799,450 | |||||
| Derivative financial liabilities | |||||||||
| Put rights of corporate bonds | - | 33,320 | - | 33,320 |
(3) Fair value information
-
A. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:
-
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where
~52~
a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.
-
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
-
Level 3: Unobservable inputs for the asset or liability. The fair value of the Company’s investment in equity investment without active market is included in Level 3.
-
B. The carrying amounts of financial instruments not measured at fair value, except those listed in the table below, including cash and cash equivalents, financial assets measured at amortized cost, accounts receivable, other receivables, deposits paid, notes payable, accounts payable, other payables and lease liabilities, are reasonably approximate to their fair values.
| December | 31, 2025 | |||
|---|---|---|---|---|
| Fair value | ||||
| Book value | Level 1 | Level 2 | Level 3 | |
| Financial liabilities | ||||
| Bondspayable | $ 1,568,911 | $ - | $ 1,586,780 | $ - |
| December | 31, 2024 | |||
| Fair value | ||||
| Book value | Level 1 | Level 2 | Level 3 | |
| Financial liabilities | ||||
| Bondspayable | $ 1,546,610 | $ - | $ 1,543,940 | $ - |
- C. The related information of financial and non-financial instruments measured at fair value
by level on the basis of the nature, characteristics and risks of the assets is as follows:
- (a) The related information of nature of the assets is as follows:
| December 31, 2025 | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Assets | ||||
| Recurring fair value measurement | ||||
Financial assets at fair value through |
||||
| other comprehensive income Equitysecurities |
$ - | $ - | $ 78,834 | $ 78,834 |
| Liabilities | ||||
| Recurring fair value measurement | ||||
Financial liabilities at fair value |
$ - | $ - | $ 30,600 |
$ 30,600 |
| through profit or loss Put rights of convertible corporate bonds |
||||
| December31,2024 | Level 1 | Level 2 | Level3 | Total |
| Assets | ||||
| Recurring fair value measurement | ||||
Financial assets at fair value through |
||||
| other comprehensive income Equity securities |
$ - | $ - | $ 30,298 | $ 30,298 |
~53~
Liabilities
| Liabilities | |||||||
|---|---|---|---|---|---|---|---|
| Recurring fair value measurement | |||||||
Financial liabilities at fair value |
$ | - | $ | $ |
33,320 $ |
||
| through profit or loss Put rights of convertible corporate bonds |
|||||||
| - | 33,320 |
-
(b) The methods and assumptions used by the Company to measure fair value are obtained through valuation techniques. The fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the financial reporting date.
-
(c) The valuation of derivative financial instruments is based on valuation model widely accepted by market participants, such as present value techniques and option pricing models. Forward exchange contracts are usually valued based on the current forward exchange rate.
-
D. For the years ended December 31, 2025 and 2024 there was no transfer between Level 1 and Level 2.
-
E. The following table is the movement of Level 3 for the years ended December 31, 2025 and 2024:
| 2024: | ||
|---|---|---|
| Equity securities Put rights of convertible corporate bonds Total |
||
| At January 1, 2025 | $ 30,298 $ 33,320 $ 63,618 17,743 - 17,743 - ( 2,720 ) ( 2,720 ) 30,793 - 30,793 |
|
| Financial assets at fair value | ||
| through other comprehensive | ||
| income-unrealized valuation | ||
| gains (losses) on equity | ||
| instrument investments | ||
| Gains recognized in profit or | ||
| loss- Accounting for non- | ||
| operating expenses | ||
| Increased during the year | ||
| At December 31, 2025 | $ 78,834 | $ 30,600 $ 109,434 |
~54~
| Equity securities | Equity securities | Put rights of convertible corporate bonds Total |
|---|---|---|
| At January 1, 2024 $ 95,962 Financial assets at fair value through other comprehensive income-unrealized valuation gains (losses) on equity instrument investments ( 65,664 ) Gains recognized in profit or loss- Accounting for non- operating expenses - Issued during the year - |
$ - $ 95,962 - ( 65,664 ) 8,330 8,330 24,990 24,990 |
|
| Gains recognized in profit or | ||
| loss- Accounting for non- | ||
| operating expenses | ||
| Issued during the year | ||
| At December 31, 2024 | $ 30,298 | $ 33,320 $ 63,618 |
- F. For the valuation process of the Company’s Level 3 fair value classifications, external expert evaluation is responsible for the independent fair value verification of financial instruments. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, confirming the resource of information is independent, reliable and in line with other resources and represented as the exercisable price, updating inputs used to the valuation model and making any other necessary adjustments to the fair value that ensure the valuation results are reasonable.
In addition, the accounting department formulates fair value evaluation policies and procedures for financial instruments and confirms compliance with relevant International Financial Reporting Standards.
- G. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:
| Level 3 fair value measurement: | |||
|---|---|---|---|
| Fair value at | Significant | Range | |
| December 31, 2025 Valuation technique |
unobservable input |
(weighted average) Relationship of inputs to fair value |
|
value |
|||
| Non-derivative | |||
| equity instrument | |||
Unlisted and non- $ 78,834 Market- |
Discount for lack | 30.00% | The higher the |
| OTC stocks comparable companies’ approach |
of marketability | discount of lack of marketability, the lower the fair value |
|
| Derivative | |||
| instrument | |||
| Put rights of 30,600 Binary tree |
Stock price | 37.55% | The higher the stock |
convertible corporate bonds convertible bond valuation model |
volatility |
price volatility, the higher the fair value |
|
~55~
| Fair value at | Significant | Range | |
|---|---|---|---|
| December 31, 2024 Valuation technique |
unobservable input |
(weighted average) Relationship of inputs to fair value |
|
| value | |||
| Non-derivative | |||
| equity instrument | |||
Unlisted and non- $ 30,298 Market- |
Discount for lack | 30.00% | The higher the |
| OTC stocks comparable companies’ approach |
of marketability | discount of lack of marketability, the lower the fair value |
|
Derivative |
|||
| instrument | |||
| Put rights of 33,320 Binary tree |
Stock price | 35.03% | The higher the stock |
convertible corporate bonds convertible bond valuation model |
volatility |
price volatility, the higher the fair value |
|
- H. The Company has carefully assessed the valuation models and assumptions used to measure fair value. However, use of different valuation models or assumptions may result in different measurement. The following is the effect of other comprehensive income from financial assets categorized within Level 3 if the inputs used to valuation models have changed:
| 2025 | 2025 | 2025 | ||
|---|---|---|---|---|
| profit or loss | Recognized in other comprehensive income |
|||
| Recognized in | ||||
| Inputs Change |
Favorable | Unfavorable change |
Favorable change Unfavorable change |
|
| change | ||||
| Financial assets | ||||
| Equity instrument Discount for lack of marketability ±1% |
$ - |
$ - | $ 1,126 ( $ 1,126 ) |
|
| Financial liabilities | ||||
| Put rights of convertible corporate bonds Stock price volatility ±1% |
$ - |
$ - | $ - | $ - |
| 2024 | ||||
| profit or loss | Recognized in other comprehensive income |
|||
| Recognized in | ||||
| Inputs Change |
Favorable | Unfavorable change |
Favorable change Unfavorable change |
|
| change | ||||
| Financial assets | ||||
| Equity instrument Discount for lack of marketability ±1% |
$ - |
$ - | $ 433 ( $ 433 ) |
|
| Financial liabilities | ||||
| Put rights of convertible corporate bonds Stock price volatility ±1% |
$ 340 ( |
$ 170 ) |
$ - |
$ - |
13. SUPPLEMENTARY DISCLOSURE
(1) Significant transactions information
-
A. Loans to others: None.
-
B. Provision of endorsements and guarantees to others: Please refer to table 1.
~56~
-
C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 2.
-
D. Purchases or sales of goods from or to related parties reaching $100 million or 20% of paidin capital or more: Please refer to table 3.
-
E. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 4.
-
F. Significant inter-company transactions during the reporting period: Please refer to table 5.
(2) Information on investees
Names, locations, and other information of investee companies (not including investees in Mainland China): Please refer to table 6.
(3) Information on investments in Mainland China
-
A. Basic information: Please refer to table 7.
-
B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: Please refer to table 5.
14. OPERATING SEGMENT INFORMATION
Not applicable.
~57~
UPI SEMICONDUCTOR CORP. STATEMENT OF CASH AND CASH EQUIVALENTS DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars, except foreign currency in dollars)
| Item Description |
Amount |
|---|---|
| Cash: | |
| Cash on hand | |
| —NTD | $ 262 |
| —USD USD 1,336 at exchange rate of 31.43 |
42 |
| —RMB RMB 76,100 at exchange rate of 4.496 |
342 |
| Bank deposits: | |
| Checking deposit | |
| —NTD | 4,962 |
| Demand deposit | |
| —NTD | 192,052 |
| —USD USD 5,506,661.99 at exchange rate of 31.43 |
173,074 |
| —RMB RMB 90,188.39 at exchange rate of 4.496 |
405 |
| —KRW KRW 6,516,009 at exchange rate of 0.022 |
144 |
| —JPY JPY36,586,777 at exchange rate of 0.2008 |
7,347 |
| Time deposits Expiration date is January 2026; USD; interest rate 3.9% |
94,290 |
| Expiration date is January 2026; NTD; interest rate 1.55% | 100,000 |
| Expiration date is February 2026; NTD; interest rate 1.61% | 200,000 |
| ExpirationdateisMarch 2026; NTD;interestrate1.61% | 100,000 |
| $ 872,920 |
~58~
UPI SEMICONDUCTOR CORP. STATEMENT OF ACCOUNTS RECEIVABLE
DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars)
| Customer name Description |
Amount Note |
|---|---|
| General customers: | |
| Customer A | $ 217,730 |
| Customer C | 82,310 |
| Customer B | 70,713 |
| Others | 27,304 The balance of each customer has not exceeded 5% of the accounts receivable. |
| 398,057 The accounts receivable pass due over one year amounted to $0 |
|
| Less: allowance for | - |
| bad debt | |
| 398,057 | |
| Related parties: | |
uPI-Semiconductor |
287,301 |
| Corporation (Shenzhen) Limited |
|
| Ko-E Technology | 18 |
| (Hong Kong) Limited |
|
| Subtotal | 287,319 |
| Total | $ 685,376 |
~59~
UPI SEMICONDUCTOR CORP. STATEMENT OF INVENTORIES DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars)
| Amount | Amount |
|---|---|
| Item Description Cost Net realizable value Note |
|
| Raw materials $ 188,682 $ 104,735 |
|
| Work in progress 721,852 479,957 |
|
| Finished goods 380,653 478,846 |
|
| Merchandise 1,072 825 |
|
| 1,292,259 | |
| Less: Allowance for obsolescence and market value decline ( 504,146 ) |
|
| $ 788,113 |
~60~
UPI SEMICONDUCTOR CORP. STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR UNDER EQUITY METHOD YEAR ENDED DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Beginningbalance Incr |
Beginningbalance Incr |
ease Decrea |
se(Note) Investment |
gain(loss) | Endingbalance | Endingbalance | Marketprice or net value of equity | Marketprice or net value of equity | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount Shares |
Amount Shares |
Amount Shares |
Amount Shares |
Unit price | ||||||||
| Ownership | Amount (NT$) |
Total Amount | ||||||||||
| uPI-Semiconductor Corporation | $ 289,399 - |
$ - - |
( $ 26,728 ) - |
( $ 3,082 ) 13,775,000 |
$ 259,589 $ 20.79 |
$ 259,589 | ||||||
(HK) Limited 13,775,000 |
100% | None |
||||||||||
| uPI Semiconductor Inc. | 400,000 | 11,165 - |
- ( 400,000 ) |
( 9,421 ) - |
( 1,744 |
) - |
- | - |
- | - | None |
|
| JPD Labo Co.,Ltd. | 1,400 | 33,766 - |
- | 170 - |
( 786 |
) 1,400 |
100% | 33,150 |
23,678.57 | 33,150 | None |
|
| $ 334,330 | $ - | ( $ 35,979 ) |
( $ 5,612 |
) | $ 292,739 | $ 292,739 |
Note: Includes recognition of realized and unrealized sales gains and losses of ($28,936).
~61~
UPI SEMICONDUCTOR CORP. Statement OF ACCOUNTS PAYABLE DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars)
| Supplier name Description |
Amount | Note |
|---|---|---|
| General supplier: | ||
| Supplier J | $ 149,976 | |
| Supplier A | 127,331 | |
| Supplier D | 99,166 | |
| Supplier E | 44,375 | |
| Supplier C | 41,095 | |
| Supplier I | 40,274 | |
| Supplier F | 39,350 | |
| Supplier B | 33,919 | |
Others |
24,541 The balance of each supplier has not exceeded 5% of the accounts payable |
|
accounts payable |
||
| $ 600,027 |
~62~
UPI SEMICONDUCTOR CORP. STATEMENT OF OPERATING REVENUE YEAR ENDED DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars)
| Item Quantity Amount Note |
Item Quantity Amount Note |
|---|---|
| Sales revenue: | |
| Power management IC 459,597 (thousands) $ 2,825,510 |
|
| MOSFET 391,721 (thousands) 974,086 |
|
Less: Sales returns and discounts ( 92,217 ) |
|
Sales revenue-related parties: |
|
| Power management IC 30,992 (thousands) 656,135 |
|
| MOSFET 300 (thousands) 126,717 |
|
Less: Sales returns and discounts ( 855 ) |
|
| Net sales revenue | $ 4,489,376 |
~63~
UPI SEMICONDUCTOR CORP. STATEMENT OF OPERATING COSTS YEAR ENDED DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars)
| Item | Amount |
|---|---|
| Merchandise at beginning | $ 2,000 |
| Add: merchandise purchased | 2,532 |
| Less: merchandise at the end ( |
1,072 ) |
| Purchasing cost | 3,460 |
| Raw materials at beginning | 134,939 |
| Add: materials purchased | 1,288,179 |
| Expense transferred in | 2,354 |
| Less: Raw materials at the end ( |
188,682 ) |
| Scrapped raw materials ( |
18 ) |
| Raw materials consumed | 1,236,772 |
| Manufacturing overheads | 1,841,631 |
| Manufacturing cost | 3,078,403 |
| Add: Work in progress at beginning | 610,375 |
| Less: Work in progress at the end ( |
721,852 ) |
| Scrapped work in progress ( |
2,540 ) |
| Transferred to expense ( |
3,722 ) |
| Finished goods cost | 2,960,664 |
| Add: Finished goods at the beginning | 426,034 |
| Expense transferred in | 4,287 |
| Less: Finished goods at the end ( |
380,653 ) |
| Scrapped finished goods ( |
40,210 ) |
| Total cost of goods sold | 2,970,122 |
| Inventory gains on reversal of decline in market value ( |
73,188 ) |
| Losses from scrapped inventory | 42,768 |
| Revenue from sale of scrap and waste ( |
84 ) |
| Total operating costs | $ 2,943,078 |
~64~
UPI SEMICONDUCTOR CORP. STATEMENT OF MANUFACTURING OVERHEADS YEAR ENDED DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars)
| Item Description |
Amount Note |
|---|---|
| Processing expense | $ 1,784,739 |
| 56,892 The balance of each item has not exceeded 5% of this account |
|
| Other expenses | |
| $ 1,841,631 |
~65~
UPI SEMICONDUCTOR CORP. STATEMENT OF SELLING EXPENSES YEAR ENDED DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars)
| Item Description |
Amount Note |
|---|---|
| Salaries and wages | $ 94,411 |
| 29,184 The balance of each item has not exceeded 5% of this account |
|
| Other expenses | |
| $ 123,595 |
~66~
UPI SEMICONDUCTOR CORP.
STATEMENT OF GENERAL AND ADMINISTRATIVE EXPENSES
YEAR ENDED DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars)
| Item Description |
Amount Note |
|---|---|
| Salaries and wages | $ 111,399 |
| Depreciation expenses | 11,940 |
| Service fees | 10,967 |
| Other expenses | 52,697 The balance of each item has not exceeded 5% of this account |
| $ 187,003 |
~67~
UPI SEMICONDUCTOR CORP. STATEMENT OF RESEARCH AND DEVELOPMENT EXPENSES
YEAR ENDED DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars)
| Item Description |
Amount | Note |
|---|---|---|
| Salaries and wages | $ 322,207 | |
| Research and development costs | 62,919 | |
| Depreciation expenses | 39,956 | |
| Amortization expenses | 33,412 | |
| Service fees | 27,526 | |
| 49,285 | The balance of each item has not | |
| Other expenses | exceeded 5% of this account |
|
| $ 535,305 |
~68~
UPI SEMICONDUCTOR CORP.
STATEMENT OF EMPLOYEE BENEFITS, DEPRECIATION, DEPLETION AND AMORTIZATION EXPENSES BY FUNCTION FOR THE CURRENT PERIOD YEAR ENDED DECEMBER 31, 2025
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Function Nature |
Year ended December 31, 2025 | Year ended December 31, 2025 | Year ended December 31, 2025 | Year ended December 31, 2024 | Year ended December 31, 2024 | Year ended December 31, 2024 |
|---|---|---|---|---|---|---|
| Classified as operating cost |
Classified as operating expenses |
Total | Classified as operating costs |
Total | ||
| Classified as | ||||||
| operating expenses | ||||||
| Employee benefit expenses | ||||||
| Salaries and wages | $ 20,239 | $ 520,999 |
$ 541,238 |
$ 21,953 |
$ 460,942 |
$ 482,895 |
| Labor health insurance expense | 2,052 | 30,093 |
32,145 |
2,174 |
32,221 |
34,395 |
| Pension expense | 1,075 | 17,882 |
18,957 |
1,135 |
19,412 |
20,547 |
| Directors’remuneration | - | 7,018 | 7,018 |
- |
3,001 | 3,001 |
| Other employee benefit expenses |
1,420 | 18,186 |
19,606 |
1,508 |
19,277 |
20,785 |
| Depreciation expense | 2,653 | 53,411 |
56,064 |
3,491 |
48,876 |
52,367 |
| Amortization expense | - | 39,512 | 39,512 |
- |
41,643 | 41,643 |
| $ 27,439 | $ 687,101 |
$ 714,540 |
$ 30,261 |
$ 625,372 |
$ 655,633 |
-
As of December 31, 2025 and 2024, the numbers of employees in the Company were 270 and 306 respectively, including 8 and 8 directors who didn't concurrently serve as employees.
-
(1) The average employee benefit expenses for 2025 and 2024 were $2,336 and $1,875, respectively.
-
(2) The average employee salary expenses for 2025 and 2024 were $2,066 and $1,620, respectively.
(3) The average employee salary expense adjustment and change in 2025 saw a increase of 27.53%.
(4) Since the Company has an Audit Committee, there is no remuneration for supervisors.
- Remuneration policies of the Company:
(1) In accordance with the Company’s Articles of Incorporation, the Company makes a profit in the year, then in respect to the aforementioned profit amount, no more than 3% shall be allocated for director remuneration by the resolution of Board of Directors and director remuneration can only be paid in cash.
(2) The overall salary levels of employees take external competitiveness and internal fairness as important considerations for the sake of effectively attracting and retaining talent.
(3) Linkage of the performance management system with employee salaries provides motivation for employee development and drives positive development for the Company.
(4) We link the achievement of the Company’s long-term and short-term goals, the time invested by individuals, the positions held, and overall work performance to achieve the purpose of motivating employees.
- (5) A Remuneration Committee is established to effectively measure the overall remuneration of directors and managers of the Company.
(6) Directors and managers: The Company refers to customary payment levels in the industry and considers the rationality of the relationship with individual performance, Company operating performance, and future risks. The performance evaluations and remuneration policies, systems, standards and structure of directors and managers are reviewed regularly, and are resolved by the Remuneration Committee and the Board of Directors.
~69~
UPI SEMICONDUCTOR CORP. PROVISION OF ENDORSEMENTS AND GUARANTEES TO OTHERS YEAR ENDED DECEMBER 31, 2025
Table 1
Expressed in thousands of NTD (except as otherwise indicated)
| Number (Note 1) |
Company name of endorser/guarantor |
Partybeingendorsed/guaranteed | Partybeingendorsed/guaranteed | Limited on endorsements/guarantees provided for a single party (Note3) |
Maximum outstanding endorsement/guarantee amount as of December 31,2025 |
Outstanding endorsement/guarantee amount at December 31, 2025 |
Actual amount drawn down |
Amount of endorsements/guarantees securedwith collateral |
Ratio of accumulated endorsement/guarantee amount to net asset value of the endorser/guarantor company (%) |
Ceiling on total amount of endorsements/guarantees provided (Note3) |
Provision of endorsements/guarantees by parent to subsidiary company |
Provision of endorsements/guarantees by subsidiary to parent company |
Provision of endorsements/guarantees to the party in Mainland China |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Companyname(Note 4) | Relationship with the endorser/guarantor (Note 2) |
|||||||||||||
| 0 uPI Semiconductor Corp. |
UPC-Semiconductor Corporation (Shenzhen) Limited (2) $4,227,739 $125,720 $125,720 $ - $ - 0.89% $5,636,986 Y N Y (USD 4,000,000) (USD 4,000,000) |
Note 1: The method of filling in the number column is as follows:
(1) The issuer is filled in as “0”
(2) Investee companies are numbered sequentially by the company starting from the Arabic numeral “1.”
Note 2: The Nine types of relationship between the endorser/guarantor and the party being endorsed/guaranteed are as follows, and marking the respective type is sufficient: (1) Having business relationship.
(2) The Company owns directly and indirectly more than 50% voting shares of the endorsed/guaranteed company.
(3) The endorsed/ guaranteed company owns directly and indirectly more than 50% voting shares of the Company. Note 3: The total amount of endorsements/guarantees of the Company should not be in excess of 40% of the Company’s net assets, and for a single party should not be in excess of 30% of the Company’s net assets.
Table 1
UPI SEMICONDUCTOR CORP. SIGNIFICANT MARKETABLE SECURITIES HELD AT THE END OF THE PERIOD (NOT INCLUDING SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES) YEAR ENDED DECEMBER 31, 2025
Table 2
Expressed in thousands of NTD (except as otherwise indicated)
| Securities held by Marketable securities Relationship with securities issuer General ledger account |
End of period Fair value (Note) Number of shares Book value Ownership Footnote |
End of period Fair value (Note) Number of shares Book value Ownership Footnote |
End of period Fair value (Note) Number of shares Book value Ownership Footnote |
End of period Fair value (Note) Number of shares Book value Ownership Footnote |
|---|---|---|---|---|
| Number of shares |
Book value | Ownership | Fair value (Note) |
|
| uPI Semiconductor Corp. Ancora Semiconductors Inc. – common shares None Financial assets at fair value through other comprehensive income – non-current uPI Semiconductor Corp. HSBC Holdings Plc. – bonds None Financial assets at amortized cost uPI Semiconductor Corp. Bank of America Corporation – bonds None Financial assets at amortized cost uPI Semiconductor Corp. Morgan Stanley – bonds None Financial assets at amortized cost |
4,279,806 $78,834 6.16% $78,834 Note 1 - 628,753 - 628,753 Note 2 - 140,444 - 140,444 Note 2 - 161,198 - 161,198 Note 2 |
Note 1:No open market price; the fair value has been evaluated by the company's treasury department.
Note 2:The carrying amount is calculated at amortized cost.
Table 2
UPI SEMICONDUCTOR CORP. PURCHASES OR SALES OF GOODS FROM OR TO RELATED PARTIES REACHING NT$100 MILLION OR 20% OF PAID-IN CAPITAL OR MORE YEAR ENDED DECEMBER 31, 2025
Table 3
Expressed in thousands of NTD (except as otherwise indicated)
| Purchaser/Seller | Counterparty | Relationship with the counterparty |
Transaction | Transaction | Transaction | Transaction | Differences in transaction terms compared to third party transactions |
Differences in transaction terms compared to third party transactions |
Notes and accounts receivable (payable) |
Notes and accounts receivable (payable) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ Sales |
Amount | Percentage of total purchases (sales) |
Credit term | Unit price | Credit term | Balance | Percentage of total notes and accounts receivable (payable) |
||||
| uPI Semiconductor Corp. |
UPC-Semiconductor Corporation (Shenzhen) Limited |
Parent - subsidiary |
Sales | ($781,420) | (17.41%) | 90 days | Not applicable |
Not applicable |
$287,301 | 41.92% |
Table 3
UPI SEMICONDUCTOR CORP. RECEIVABLES FROM RELATED PARTIES REACHING NT$100 MILLION OR 20% OF PAID-IN CAPITAL OR MORE YEAR ENDED DECEMBER 31, 2025
Table 4
Expressed in thousands of NTD (except as otherwise indicated)
| Creditor | Counterparty | Relationship with the counterparty |
Balance as at December 31, 2025 | Turnover rate | Overdue receivables | Overdue receivables | Amounts collected subsequent to the balance sheet date |
Allowance for doubtful accounts |
|---|---|---|---|---|---|---|---|---|
| Amount | Action taken | |||||||
| uPI Semiconductor Corp. | UPC-Semiconductor Corporation (Shenzhen) Limited |
Parent- subsidiary |
$287,301 | 3.68 |
$- |
Subsequent collection |
$69,674 | $- |
Table 4
UPI SEMICONDUCTOR CORP.
SIGNIFICANT INTER-COMPANY TRANSACTIONS DURING THE REPORTING PERIODS
YEAR ENDED DECEMBER 31, 2025
Table 5
Expressed in thousands of NTD (except as otherwise indicated)
| Number (Note 1) |
Company name | Counterparty | Relationship (Note 2) |
Transaction | Transaction | Transaction | Transaction |
|---|---|---|---|---|---|---|---|
| General ledger account | Amount | Transaction terms | Percentage of consolidated total operating revenues or total assets (Note 3) |
||||
| 0 0 0 |
uPI Semiconductor Corp. uPI Semiconductor Corp. uPI Semiconductor Corp. |
UPC-Semiconductor Corporation (Shenzhen) Limited UPC-Semiconductor Corporation (Shenzhen) Limited JPD Labo Co., Ltd. |
1 1 1 |
Operating revenue Accounts receivable Service fees |
$ 781,420 287,301 27,526 |
Monthly settlement 90 days Monthly settlement 90 days Monthly settlement 30 days |
17.06% 1.71% 0.60% |
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: There are three types of relationship with transaction parties, and marking the respective type is sufficient;
-
(1) The Company to the consolidated subsidiary.
-
(2) The consolidated subsidiary to the Company.
-
(3) The consolidated subsidiary to another consolidated subsidiary.
-
Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is computed based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.
Note 4: The Company presents the important transactions in this table based on the principle of materiality, and the counterparty of related party transactions will not be disclosed separately.
Table 5
UPI SEMICONDUCTOR CORP.
NAMES, LOCATIONS, AND OTHER INFORMATION OF INVESTEE COMPANIES (NOT INCLUDING INVESTEES IN MAINLAND CHINA) YEAR ENDED DECEMBER 31, 2025
Table 6
Expressed in thousands of NTD (except as otherwise indicated)
| Investor | Investee | Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as of December 31, 2025 | Shares held as of December 31, 2025 | Shares held as of December 31, 2025 | Net profit (loss) of the investee for nine months ended December 31, 2025 |
Investment income (loss) recognized by the Company for the nine months ended December 31, 2025 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2025 |
Balance as of December 31, 2024 |
Number of shares |
Ownership (%) |
Book value | |||||||
| uPI Semiconductor Corp. uPI Semiconductor Corp. uPI Semiconductor Corp. |
uPI-Semiconductor Corporation (HK) Limited uPI Semiconductor Inc. JPD Labo Co., Ltd. |
Hong Kong US Japan |
Professional investment company for integrated circuits business Marketing and technical support for integrated circuit products Electronic product research, development, and sales |
$418,182 - 18,005 |
$418,182 12,192 18,005 |
13,775,000 - 1,400 |
100.00 - 100.00 |
$259,589 - 33,150 |
($3,082) (1,744) (786) |
($9,006) (1,744) (786) |
Note 1 Note 2 |
Note 1: Includes recognition of unrealized sales gain of $5,924.
Note 2: UPI Semiconductor Inc. completed liquidation in the second quarter of 2025.
Table 6
UPI SEMICONDUCTOR CORP. INFORMATION ON INVESTMENTS IN MAINLAND CHINA YEAR ENDED DECEMBER 31, 2025
Table 7
Expressed in thousands of NTD (except as otherwise indicated)
| Investee in MainlandChina | Main business activities | Main business activities | Paid-in capital | Paid-in capital | Investment method (Note 1) |
Accumulated amount of remittance from Taiwan to Mainland China as of January 1, 2025 |
Accumulated amount of remittance from Taiwan to Mainland China as of January 1, 2025 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the year ended December31,2025 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the year ended December31,2025 |
Accumulated amount of remittance from Taiwan to Mainland China as of December31,2025 |
Net profit (loss) of investee for the year ended December 31, 2025 |
Ownership held by the Company (direct or indirect) |
Investment income (loss) recognized by the Company for the year ended December 31, 2025 (Note 2) |
Book value of investments in Mainland China as of December 31,2025 |
Accumulated amount of investment income remitted back to Taiwan as of December 31,2025 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to MainlandChina |
Remitted back to Taiwan |
|||||||||||||||
| UPC-Semiconductor Corporation (Shenzhen) Limited (Note 4) |
Computer software and hardware, electronic products, integrated circuit design, development and sales |
$300,537 | (2) | $300,537 | - | - | $300,537 | ($2,997) | 100 | ($8,921) | $259,343 | $- | ||||
| on investments in d China imposed by stment Commission of MOEA $8,455,480 |
||||||||||||||||
| Companyname | 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) (Note3,4) |
Ceiling Mainlan the Inve |
on investments in d China imposed by stment Commission of MOEA |
||||||||||||
| uPI Semiconductor Corp. | $300,537 (USD 10,000,000) |
$471,450 (USD 15,000,000) |
$8,455,480 |
Note 1: Investment methods are classified into the following three categories:
- (1) Direct investment in mainland China
(2) Through investing in uPI-Semiconductor Corporation (HK) Limited in the third area, which then invested in the investee in Mainland China.
(3) Others
Note 2: Investment income or loss was recognized in the financial statements that are reviewed by the R.O.C parent company's independent auditors, and includes the unrealized sales gain of $5,924. Note 3: The Company was approved by Investment Commission, MOEA on March 4, 2024. Note 4: Expressed in NT Dollars by using the exchange rate on the balance sheet date.
Table 7