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Ventec — Interim / Quarterly Report 2025
Apr 14, 2026
52608_rns_2026-04-14_644175d0-dbf2-4074-a95e-3614fc396103.pdf
Interim / Quarterly Report
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Stock Code: 6672
Ventec International Group Co., Ltd. and Subsidiaries
Consolidated Financial Statements for the Quarter 2 of 2025 and 2024 and Independent Auditors’ Report
Address: The Grand Pavilion Commercial Centre,
Oleander Way, 802 West Bay Road, P.O.
Box 32052, Grand Cayman Ky1-1208,
Cayman Islands
Tel: 86-512-68091810
Notice to Reader:
For the convenience of readers, this report has been translated into English from the original Chinese version, prepared and used in the Republic of China. The English version has not been audited or reviewed by independent auditors. If there are any discrepancies between the English version and the original Chinese version, or any difference in the interpretation of the two versions, the Chinese language report shall prevail.
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§TABLE OF CONTENTS§
| ITEM | PAGE | FINANCIAL STATEMENTS NOTE NO. | |
|---|---|---|---|
| 1. | Cover | 1 | - |
| 2. | Table of Contents | 2 | - |
| 3. | Independent Auditors' Report | 3~7 | - |
| 4. | Consolidated Balance Sheets | 8 | - |
| 5. | Consolidated Statements of Comprehensive Income | 9 | - |
| 6. | Consolidated Statements of Changes in Equity | 10 | - |
| 7. | Consolidated Statements of Cash Flows | 11~12 | - |
| 8. | Notes to Consolidated Financial Statements | ||
| (I) Company History | 13 | 1 | |
| (II) Date and Procedures of Approval of the Financial Statements | 13 | 2 | |
| (III) Application of New, Amended, and Revised Standards and Interpretations | 13~15 | 3 | |
| (IV) Summary of Significant Accounting Policies | 15~17 | 4 | |
| (V) Significant Accounting Judgments and Major Sources of Estimating Uncertainty | 17 | 5 | |
| (VI) Description of Significant Accounting Items | 17~41 | 6~26 | |
| (VII) Related Party Transactions | 41 | 27 | |
| (VIII) Pledged Assets | 42 | 28 | |
| (IX) Significant or Contingent Liabilities and Unrecognized Commitments | 42 | 29 | |
| (X) Significant Disaster Loss | - | - | |
| (XI) Events After the Balance Sheet Date | - | - | |
| (XII) Others | 42~43 | 30 | |
| (XIII) Separately Disclosed Items | 31 | ||
| 1. Information on significant transactions | 44, 47~51, 54 | ||
| 2. Information on investees | 44, 52 | ||
| 3. Information on Investments in China | 44, 48, 50~51, 53~54 | ||
| (XIV) Segment Information | 45~46 | 32 |
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Independent Auditors' Report
To Ventec International Group Co., Ltd.,
Qualified opinion
We have audited the accompanying consolidated financial statements of Ventec International Group Co., Ltd. (hereinafter referred to as the "Company") and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated balance sheets as at June 30, 2025 and 2024 and for April 1 to June 30, 2025 and 2024, the consolidated statements of comprehensive income for January 1 to June 30, 2025 and 2024, consolidated statement of changes in equity and consolidated cash flow statement for January 1 to June 30, 2025 and 2024, and Notes to the Consolidated Financial Statement (including material accounting policies).
In our opinion, except for the potential impact of matters described in the "Basis for a qualified opinion," the accompanying consolidated financial statements present fairly, in all material respects, the Group's consolidated financial position as at June 30, 2025 and 2024, consolidated financial performance for April 1 to June 30, 2025 and 2024, and consolidated financial performance and consolidated cash flows for January 1 to June 30, 2025 and 2024, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IAS 34 "Interim Financial Reporting" as endorsed and issued into effect by the FSC.
Basis of a qualified opinion
As stated in Note 11 to the consolidated financial statements, the total assets of non-material subsidiaries, as of June 30, 2025 and 2024, were $681,754 thousand and $641,818 thousand, respectively, accounting for 14% and 13% of the total consolidated assets, respectively. Their total liabilities were NT$157,016 thousand and NT$152,513 thousand, respectively, accounting for 9% of the total consolidated liabilities. For April 1 to June 30, 2025 and 2024 and January 1 to June 30, 2025 and 2024, the total comprehensive income was $1,836 thousand, $(7,205) thousand, $2,857 thousand, and $(6,919) thousand, respectively, accounting for (1%), (5%), (3%), and (2%) of the total consolidated comprehensive income, respectively. We did not have access to financial
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information on some non-material subsidiaries and their management, and could not obtain sufficient appropriate audit evidence for the amounts. Hence, we are unable to determine if the amounts need any adjustment.
We conducted the audit in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. Personnel of our accounting firm who are required to comply with independence regulations have all maintained total independence from the Group, and also fulfill other responsibilities specified in the regulations. We believe that we have obtained sufficient and suitable audit evidence as the basis for a qualified opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group's 2025 Q2 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matters described in the "Basis of a qualified opinion," we have decided to include the following matters as key audit matters:
Key audit matters of the Group's 2025 Q2 consolidated financial statements are described below:
Authenticity of specific sales revenue
There was a significant change in the Group's specific sales revenue in 2025 Q2. Hence, the authenticity of specific sales revenue was included as a key audit matter.
Please refer to Note 4 of the consolidated financial statements for the Group's accounting policy for recognizing revenue.
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We have carried out the following audit procedures to verify the authenticity of sales revenue from specific customers described above:
- Understand and test the design of the internal control system and effectiveness of implementation for verifying the authenticity of sales revenue from specific customers.
- Sample transaction documents for the sales revenue from specific customers, including purchase orders, shipping documents, and collection documents.
- Sample payees and the collection situation of specific customers to verify the authenticity of sales revenue.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the IAS 34 "Interim Financial Reporting" as endorsed and issued into effect by the FSC, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is also responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
The Group's governance units (including Audit Committee) are responsible for supervising the financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
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We utilized our professional judgment and maintained professional skepticism during the audit according to the Standards on Auditing. We also performed the following tasks:
-
Identified and assessed the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. Designed and implemented suitable response measures for the risks that were assessed. Obtained sufficient and suitable audit evidence as the basis for the audit opinion. Since fraud may involve collusion, forgery, intentional omission, untrue statements, or overstepping internal controls, the risk of material misstatement from failing to detect fraud is higher than from error.
-
We gained necessary understanding of internal controls that are of concern to the audit to design audit procedures suitable for the situation. However, the purpose is not to express an opinion on the effectiveness of the Group's internal controls.
-
We evaluated the appropriateness of accounting policies adopted by management and the reasonableness of accounting estimates and related disclosures.
-
Based on the audit evidence we obtained, we reached a conclusion on the appropriateness of management using the going concern basis of accounting, and whether there is material uncertainty of events or circumstances that may be cause for major concern about the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusion is based on the audit evidence we obtained as of the audit report date. Nevertheless, future events and circumstances may still cause the Group to lose its ability to continue as a going concern.
-
We evaluated the overall presentation, structure, and contents of the consolidated financial statements (including related notes), and whether or not the consolidated financial statements fairly present related transactions and events.
-
We obtained sufficient and appropriate audit evidence regarding the financial information of entities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the Group's audit. We remain solely responsible for our audit opinion.
Matters we communicated with the governance unit include the scope and time of the audit, as well as major findings in the audit (including significant deficiencies in internal control identified in the audit process).
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We also provided the governance unit with a statement that personnel of our firm who are required to maintain independence according to the Code of Professional Ethics have maintained independence, and communicated all relationships and other matters (including related preventive measures) that may affect the independence of auditors with the governance unit.
We determined key audit matters of the Group’s 2025 Q2 consolidated financial statements from matters communicated with the governance unit. We describe the matters in the audit report, unless they are specific matters not permitted to be disclosed by the law, or in extremely rare circumstances, we decide not to communicate the specific matters in the audit report because the negative impact from the communication can be expected to be greater than the public benefit.
Deloitte & Touche, Taiwan
CPA Yi-Ching Liu
CPA Cheng-Chun Chiu
Securities and Futures Commission Approval Document No.
Jin-Guan-Zheng-Shen No. 1100356048
Securities and Futures Commission Approval Document No.
Jin-Guan-Zheng-Liu-Zi No. 0930160267
August 6, 2025
Ventec International Group Co., Ltd. and Subsidiaries
Consolidated Balance Sheets
June 30, 2025, December 31, 2024, and June 30, 2024
Unit: In Thousands of NTD
| Code | Assets | June 30, 2025 | December 31, 2024 | June 30, 2024 | |||
|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | ||
| Current assets | |||||||
| 1100 | Cash and Cash Equivalents (Note 6) | $ 962,958 | 20 | $ 965,403 | 20 | $ 713,779 | 14 |
| 1136 | Financial assets at amortized cost - Current (Notes 8 and 28) | 212,451 | 4 | 448,680 | 9 | 612,167 | 12 |
| 1150 | Notes receivable (Notes 9 and 20) | 73,039 | 2 | 61,225 | 1 | 105,241 | 2 |
| 1170 | Accounts receivable (Notes 9 and 20) | 1,161,088 | 24 | 1,185,298 | 25 | 1,182,740 | 24 |
| 1200 | Other receivables (Note 9) | 133,639 | 3 | 52,914 | 1 | 50,326 | 1 |
| 1220 | Current tax assets (Note 4) | 2,830 | - | 2,868 | - | - | - |
| 1310 | Inventories (Note 10) | 699,068 | 14 | 726,990 | 15 | 817,479 | 16 |
| 1410 | Prepayments | 47,500 | 1 | 42,228 | 1 | 61,272 | 1 |
| 1479 | Other current assets | 7,078 | - | 7,975 | - | 7,794 | - |
| 11XX | Total current assets | 3,299,651 | 68 | 3,493,581 | 72 | 3,550,798 | 70 |
| Non-current assets | |||||||
| 1510 | Financial assets at fair value through profit or loss - non-current (Note 7) | 965 | - | - | - | - | - |
| 1535 | Financial assets at amortized cost - Non-current (Note 8) | 263,566 | 6 | 157,008 | 3 | 247,691 | 5 |
| 1600 | Property, plant and equipment (Notes 12, 16, and 28) | 934,521 | 19 | 951,992 | 20 | 972,441 | 19 |
| 1755 | Right-of-use assets (Note 13) | 174,229 | 4 | 132,807 | 3 | 155,747 | 3 |
| 1805 | Goodwill (Note 14) | 66,487 | 1 | 74,395 | 1 | 73,635 | 2 |
| 1801 | Intangible assets (Note 15) | 3,531 | - | 4,952 | - | 6,441 | - |
| 1840 | Deferred tax assets (Note 4) | 35,438 | 1 | 43,159 | 1 | 48,172 | 1 |
| 1920 | Refundable deposits | 9,576 | - | 9,850 | - | 9,883 | - |
| 1990 | Other non-current assets (Note 29) | 40,055 | 1 | 1,145 | - | 1,022 | - |
| 15XX | Total non-current assets | 1,528,368 | 32 | 1,375,308 | 28 | 1,515,032 | 30 |
| 1XXX | Total assets | $ 4,828,019 | 100 | $ 4,868,889 | 100 | $ 5,065,830 | 100 |
| Code Liabilities and equity | |||||||
| Current liabilities | |||||||
| 2100 | Short-term borrowings (Note 16) | $ 13,053 | - | $ - | - | $ - | - |
| 2170 | Accounts payable | 551,502 | 11 | 484,368 | 10 | 536,312 | 11 |
| 2200 | Other payables (Note 17) | 683,869 | 14 | 478,831 | 10 | 687,187 | 13 |
| 2280 | Lease liabilities - Current (Note 13) | 36,762 | 1 | 33,501 | 1 | 44,537 | 1 |
| 2230 | Current tax liabilities (Note 4) | 20,821 | 1 | 2,209 | - | 13,753 | - |
| 2320 | Current portion of long-term borrowings (Notes 12, 16, and 28) | 8,361 | - | 8,357 | - | 10,038 | - |
| 2399 | Other current liabilities (Note 20) | 2,113 | - | 2,746 | - | 1,543 | - |
| 21XX | Total current liabilities | 1,316,481 | 27 | 1,010,012 | 21 | 1,293,370 | 25 |
| Non-current liabilities | |||||||
| 2540 | Long-term borrowings (Notes 12, 16, and 28) | 75,723 | 1 | 79,352 | 2 | 84,275 | 2 |
| 2570 | Deferred tax liabilities (Note 4) | 127,926 | 3 | 165,703 | 3 | 198,932 | 4 |
| 2580 | Lease liabilities - Non-current (Note 13) | 78,209 | 2 | 32,294 | 1 | 42,710 | 1 |
| 2640 | Net defined benefit liabilities - Non-current (Notes 4 and 18) | 78,792 | 2 | 84,919 | 2 | 86,101 | 2 |
| 2670 | Other non-current liabilities | 26,678 | - | 23,099 | - | 24,901 | - |
| 25XX | Total non-current liabilities | 387,328 | 8 | 385,367 | 8 | 436,919 | 9 |
| 2XXX | Total liabilities | 1,703,809 | 35 | 1,395,379 | 29 | 1,730,289 | 34 |
| Equity attributable to owners of the Company (Notes 11, 19, and 24) | |||||||
| 3100 | Common stock | 714,347 | 15 | 714,347 | 15 | 714,347 | 14 |
| 3200 | Capital surplus | 884,861 | 18 | 884,861 | 18 | 884,861 | 17 |
| Retained earnings | |||||||
| 3310 | Legal reserve | 360,657 | 7 | 325,027 | 7 | 325,027 | 7 |
| 3320 | Special reserve | 218,236 | 5 | 352,105 | 7 | 352,105 | 7 |
| 3350 | Unappropriated earnings | 1,237,701 | 26 | 1,215,406 | 25 | 1,082,800 | 21 |
| 3300 | Total retained earnings | 1,816,594 | 38 | 1,892,538 | 39 | 1,759,932 | 35 |
| Other equity | |||||||
| 3410 | Exchange differences in translating the financial statements of foreign operations | (291,597) | (6) | (18,236) | (1) | (22,273) | - |
| 3490 | Unearned employee benefits | - | - | - | - | (1,326) | - |
| 3400 | Total other equity | (291,597) | (6) | (18,236) | (1) | (23,599) | - |
| 31XX | Total equity attributable to owners of the Company | 3,124,205 | 65 | 3,473,510 | 71 | 3,335,541 | 66 |
| 36XX | Non-controlling interests (Note 11) | 5 | - | - | - | - | - |
| 3XXX | Total equity | 3,124,210 | 65 | 3,473,510 | 71 | 3,335,541 | 66 |
| Total liabilities and equity | $ 4,828,019 | 100 | $ 4,868,889 | 100 | $ 5,065,830 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
(Please refer to the auditors' report issued by Deloitte & Touche on August 6, 2025)
Chairman: Wang, Yu-Tzu
Manager: Chung, Chien-Jen
Chief Accounting Officer: Chiao-Wei Tu
Ventec International Group Co., Ltd. and Subsidiaries
Consolidated Statements of Comprehensive Income
From April 1 to June 30, 2025 and 2024, and from January 1 to June 30, 2025 and 2024
Unit: In Thousands of NTD, Except Earnings Per Share
| Code | From April 1 to June 30, 2025 | From April 1 to June 30, 2024 | From January 1 to June 30, 2025 | From January 1 to June 30, 2024 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | Amount | % | ||
| 4100 | Sales revenue (Note 20 and 32) | $ 1,103,049 | 100 | $ 1,119,473 | 100 | $ 2,125,423 | 100 | $ 2,194,077 | 100 |
| 5110 | Cost of sales (Notes 10 and 21) | 771,183 | 70 | 745,806 | 67 | 1,444,848 | 68 | 1,447,546 | 66 |
| 5900 | Gross profit | 331,866 | 30 | 373,667 | 33 | 680,575 | 32 | 746,531 | 34 |
| Operating expenses (Notes 9 and 21) | |||||||||
| 6100 | Sales and marketing expenses | 142,551 | 13 | 152,429 | 14 | 283,248 | 13 | 290,506 | 13 |
| 6200 | General and administrative expenses | 47,839 | 4 | 49,609 | 4 | 100,400 | 5 | 109,948 | 5 |
| 6300 | Research and development expenses | 57,024 | 5 | 72,274 | 6 | 124,474 | 6 | 149,943 | 7 |
| 6450 | Expected credit loss (reversal of impairment loss) | ( 474 ) | - | ( 1,149 ) | - | ( 834 ) | - | ( 1,398 ) | - |
| 6000 | Total operating expenses | 246,940 | 22 | 273,163 | 24 | 507,288 | 24 | 548,999 | 25 |
| 6900 | Net operating income | 84,926 | 8 | 100,504 | 9 | 173,287 | 8 | 197,532 | 9 |
| Non-operating income and expenses (Notes 21) | |||||||||
| 7100 | Interest income | 7,166 | 1 | 14,928 | 1 | 14,443 | 1 | 21,342 | 1 |
| 7010 | Other income | 6,875 | - | 3,502 | - | 8,712 | 1 | 5,562 | - |
| 7020 | Other gains and losses | ( 16,177 ) | ( 2 ) | 8,100 | 1 | ( 15,020 ) | ( 1 ) | 11,478 | 1 |
| 7510 | Interest expenses | ( 1,266 ) | - | ( 789 ) | - | ( 1,964 ) | - | ( 1,162 ) | - |
| 7000 | Total non-operating income and expenses | ( 3,402 ) | ( 1 ) | 25,741 | 2 | 6,171 | 1 | 37,220 | 2 |
| 7900 | Net income before tax | 81,524 | 7 | 126,245 | 11 | 179,458 | 9 | 234,752 | 11 |
| 7950 | Income tax expense (gain) (Notes 4 and 22) | ( 6,926 ) | ( 1 ) | ( 8,231 ) | ( 1 ) | 16,096 | 1 | 11,057 | 1 |
| 8200 | Net income for the period | 88,450 | 8 | 134,476 | 12 | 163,362 | 8 | 223,695 | 10 |
| Other comprehensive income | |||||||||
| 8310 | Items that will not be reclassified subsequently to profit or loss: | ||||||||
| 8341 | Exchange differences arising in translation to the presentation currency | ( 401,869 ) | ( 36 ) | 44,950 | 4 | ( 358,382 ) | ( 17 ) | 177,068 | 8 |
| 8360 | Items that may be reclassified subsequently to profit or loss: | ||||||||
| 8361 | Exchange differences in translating the financial statements of foreign operations | 78,531 | 7 | ( 19,424 ) | ( 2 ) | 85,021 | 4 | ( 47,236 ) | ( 2 ) |
| 8300 | Other comprehensive income for the period | ( 323,338 ) | ( 29 ) | 25,526 | 2 | ( 273,361 ) | ( 13 ) | 129,832 | 6 |
| 8500 | Total comprehensive income for the period | ($ 234,888 ) | ( 21 ) | $ 160,002 | 14 | ($ 109,999 ) | ( 5 ) | $ 353,527 | 16 |
| Net profit attributable to: | |||||||||
| 8610 | Owners of the Company | $ 88,450 | 8 | $ 134,476 | 12 | $ 163,362 | 8 | $ 223,695 | 10 |
| 8620 | Non-controlling interests | - | - | - | - | - | - | - | - |
| 8600 | $ 88,450 | 8 | $ 134,476 | 12 | $ 163,362 | 8 | $ 223,695 | 10 | |
| Total comprehensive income attributable to: | |||||||||
| 8710 | Owners of the Company | ($ 234,888 ) | ( 21 ) | $ 160,002 | 14 | ($ 109,999 ) | ( 5 ) | $ 353,527 | 16 |
| 8720 | Non-controlling interests | - | - | - | - | - | - | - | - |
| 8700 | ($ 234,888 ) | ( 21 ) | $ 160,002 | 14 | ($ 109,999 ) | ( 5 ) | $ 353,527 | 16 | |
| Earnings Per Share (Note 23) | |||||||||
| 9750 | Basic | $ 1.24 | $ 1.89 | $ 2.29 | $ 3.15 | ||||
| 9850 | Diluted | $ 1.23 | $ 1.88 | $ 2.27 | $ 3.11 |
The accompanying notes are an integral part of the consolidated financial statements.
(Please refer to the auditors' report issued by Deloitte & Touche on August 6, 2025)
Chairman: Wang, Yu-Tzu
Manager: Chung, Chien-Jen
Chief Accounting Officer: Chiao-Wei Tu
Ventec International Group Co., Ltd. and Subsidiaries
Consolidated Statements of Changes in Equity
From January 1 to June 30, 2025 and 2024
Unit: In Thousands of NTD
| Code | Equity attributable to owners of the Company | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common stock (Note 19) | Retained earnings (Note 19) | Other equity (Notes 11, 19, and 24) | ||||||||||
| Number of shares (in thousand shares) | Amount | Capital surplus (Note 19) | Legal reserve | Special reserve | Unappropriated earnings | Exchange differences in translating the financial statements of foreign operations | Unearned employee benefits | Total | Non-controlling interests (Note 11) | Total equity | ||
| A1 | Balance on January 1, 2024 | 71,435 | $ 714,347 | $ 884,861 | $ 283,957 | $ 314,580 | $ 1,177,006 | ($ 152,105) | ($ 4,165) | $ 3,218,481 | $ - | $ 3,218,481 |
| Appropriation and distribution of 2023 earnings | ||||||||||||
| B1 | Legal reserve | - | - | - | 41,070 | - | ( 41,070) | - | - | - | - | - |
| B3 | Special reserve | - | - | - | - | 37,525 | ( 37,525) | - | - | - | - | - |
| B5 | Cash dividends to shareholders | - | - | - | - | - | ( 239,306) | - | - | ( 239,306) | - | ( 239,306) |
| D1 | Net income from January 1 to June 30, 2024 | - | - | - | - | - | 223,695 | - | - | 223,695 | - | 223,695 |
| D3 | Other comprehensive income after tax from January 1 to June 30, 2024 | - | - | - | - | - | - | 129,832 | - | 129,832 | - | 129,832 |
| D5 | Total comprehensive income from January 1 to June 30, 2024 | - | - | - | - | - | 223,695 | 129,832 | - | 353,527 | - | 353,527 |
| N1 | Issuance of ordinary shares under employee restricted shares | - | - | - | - | - | - | - | 2,839 | 2,839 | - | 2,839 |
| Z1 | Balance on June 30, 2024 | 71,435 | $ 714,347 | $ 884,861 | $ 325,027 | $ 352,105 | $ 1,082,800 | ($ 22,273) | ($ 1,326) | $ 3,335,541 | $ - | $ 3,335,541 |
| A1 | Balance on January 1, 2025 | 71,435 | $ 714,347 | $ 884,861 | $ 325,027 | $ 352,105 | $ 1,215,406 | ($ 18,236) | $ - | $ 3,473,510 | $ - | $ 3,473,510 |
| Appropriation and distribution of 2024 earnings | ||||||||||||
| B1 | Legal reserve | - | - | - | 35,630 | - | ( 35,630) | - | - | - | - | - |
| B3 | Special reserve | - | - | - | - | ( 133,869) | 133,869 | - | - | - | - | - |
| B5 | Cash dividends to shareholders | - | - | - | - | - | ( 239,306) | - | - | ( 239,306) | - | ( 239,306) |
| O1 | Increase in non-controlling interests | - | - | - | - | - | - | - | - | - | 5 | 5 |
| D1 | Net income from January 1 to June 30, 2025 | - | - | - | - | - | 163,362 | - | - | 163,362 | - | 163,362 |
| D3 | Other comprehensive income after tax from January 1 to June 30, 2025 | - | - | - | - | - | - | ( 273,361) | - | ( 273,361) | - | ( 273,361) |
| D5 | Total comprehensive income from January 1 to June 30, 2025 | - | - | - | - | - | 163,362 | ( 273,361) | - | ( 109,999) | - | ( 109,999) |
| Z1 | Balance on June 30, 2025 | 71,435 | $ 714,347 | $ 884,861 | $ 360,657 | $ 218,236 | $ 1,237,701 | ($ 291,597) | $ - | $ 3,124,205 | $ 5 | $ 3,124,210 |
The accompanying notes are an integral part of the consolidated financial statements. (Please refer to the auditors' report issued by Deloitte & Touche on August 6, 2025)
Chairman: Wang, Yu-Tzu
Manager: Chung, Chien-Jen
Chief Accounting Officer: Chiao-Wei Tu
Ventec International Group Co., Ltd. and Subsidiaries
Consolidated Statements of Cash Flows
From January 1 to June 30, 2025 and 2024
Unit: In Thousands of NTD
| Code | Cash flows from operating activities | From January 1 to June 30, 2025 | From January 1 to June 30, 2024 |
|---|---|---|---|
| A10000 | Net income before tax for the period | $ 179,458 | $ 234,752 |
| A20010 | Income and expense item | ||
| A20100 | Depreciation expenses | 88,033 | 92,395 |
| A20200 | Amortization expenses | 1,436 | 1,419 |
| A20300 | Expected credit loss (reversal of impairment loss) | ( 834 ) | ( 1,398 ) |
| A20400 | Net gain on financial assets and liabilities at fair value through profit or loss | ( 8 ) | - |
| A20900 | Interest expenses | 1,964 | 1,162 |
| A21200 | Interest income | ( 14,443 ) | ( 21,342 ) |
| A21900 | Compensation costs of employee restricted shares | - | 2,839 |
| A22500 | Net loss (gain) on disposal of property, plant and equipment | ( 2,531 ) | 56 |
| A23800 | Inventory valuation and obsolescence (gain on value recovery) losses | ( 13,589 ) | 2,024 |
| A24100 | Net loss (gain) on foreign currency exchange | 12,546 | ( 6,086 ) |
| A30000 | Net changes in operating assets and liabilities | ||
| A31130 | Notes receivable | ( 12,823 ) | 239 |
| A31150 | Accounts receivable | ( 81,001 ) | 60,259 |
| A31180 | Other receivables | ( 102,521 ) | ( 8,047 ) |
| A31200 | Inventories | ( 10,829 ) | ( 30,367 ) |
| A31230 | Prepayments | ( 8,428 ) | ( 10,431 ) |
| A31240 | Other current assets | 177 | ( 2,214 ) |
| A32150 | Accounts payable | 112,903 | 53,422 |
| A32180 | Other payables | 43,544 | ( 62,692 ) |
| A32230 | Other current liabilities | ( 242 ) | ( 2,842 ) |
| A32240 | Net defined benefit liabilities | 3,154 | 3,158 |
| A33000 | Cash generated from operations | 195,966 | 306,306 |
| A33100 | Interest received | 32,444 | 21,342 |
| A33300 | Interest paid | ( 1,559 ) | ( 1,162 ) |
| A33500 | Income tax paid | ( 10,251 ) | ( 5,723 ) |
| AAAA | Net cash inflow from operating activities | 216,600 | 320,763 |
(Continued on next page)
(Continued from previous page)
| Code | From January 1 to June 30, 2025 | From January 1 to June 30, 2024 | |
|---|---|---|---|
| Cash flows from investing activities | |||
| B00040 | Decrease (increase) in financial assets at amortized cost | $ 70,894 | ($ 365,058) |
| B00100 | Acquisition of financial assets at fair value through profit or loss | ( 957 ) | - |
| B02700 | Acquisition of property, plants, and equipment | ( 141,207 ) | ( 50,556 ) |
| B02800 | Proceeds from disposal of property, plants, and equipment | 16,029 | 778 |
| B03700 | Decrease (increase) in guarantee deposits paid | ( 622 ) | 375 |
| B06800 | Decrease (Increase) in other non-current assets | ( 25,171 ) | 160 |
| BBBB | Net cash used in investing activities | ( 81,034 ) | ( 414,301 ) |
| Cash flows from financing activities | |||
| C00100 | Increase in short-term loans | 18,886 | - |
| C01700 | Repayments of long-term borrowings | ( 3,609 ) | ( 8,964 ) |
| C03100 | Increase (decrease) in refundable deposits | 7,736 | ( 950 ) |
| C04020 | Repayments of the principal portion of lease liabilities | ( 24,960 ) | ( 24,982 ) |
| C04300 | Decrease in other non-current liabilities | ( 1,714 ) | ( 1,734 ) |
| CCCC | Net cash outflow from financing activities | ( 3,661 ) | ( 36,630 ) |
| DDDD | Effects of exchange rate changes on cash and cash equivalents | ( 134,350 ) | 35,430 |
| EEEE | Net decrease in cash and cash equivalents | ( 2,445 ) | ( 94,738 ) |
| E00100 | Opening balance of cash and cash equivalents | 965,403 | 808,517 |
| E00200 | Ending balance of cash and cash equivalents | $ 962,958 | $ 713,779 |
The accompanying notes are an integral part of the consolidated financial statements.
(Please refer to the auditors' report issued by Deloitte & Touche on August 6, 2025)
Chairman: Wang, Yu-Tzu
Manager: Chung, Chien-Jen
Chief Accounting Officer: Chiao-Wei Tu
Ventec International Group Co., Ltd. and Subsidiaries
Notes to Consolidated Financial Statements
From January 1 to June 30, 2025 and 2024
(In Thousands of NTD, Unless Specified Otherwise)
- Company History
Ventec International Group Co., Ltd. (the “Company”), a holding company of all the merged entities, was incorporated in the Cayman Islands in October 2012. The Company’s shares have been listed on Taiwan Stock Exchange (TWSE) since April 2019.
The Company and its subsidiaries (collectively referred to as the “Group”) mainly engaged in research and development, production and sale of copper clad laminate (CCL), aluminum-backed laminate (IMS), and prepreg.
The functional currency of the Company is U.S. dollars. For greater comparability and consistency of financial reporting, the consolidated financial statements are presented in the New Taiwan dollars.
- Date and Procedures of Approval of the Financial Statements
The consolidated financial statements were approved by the Company’s board of directors on August 4, 2025.
- Application of New, Amended, and Revised Standards and Interpretations
a. Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations, and SIC Interpretations (collectively referred to as the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC).
The application of IFRS accounting principles endorsed and issued into effect by the FSC did not have material impact on the Group’s accounting policies.
- 13 -
b. IFRS accounting principles endorsed by the FSC that are applicable in 2026
| New, Amended, and Revised Standards and Interpretations | Effective Date Announced by IASB |
|---|---|
| Amendments to IFRS 9 and IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments” | January 1, 2026 |
| Amendments to IFRS 9 and IFRS 7 “Contracts that Reference Nature-Dependent Electricity” | January 1, 2026 |
| “Annual Improvements to IFRS Accounting Standards - Volume 11” | January 1, 2026 |
| IFRS 17 “Insurance Contracts” | January 1, 2023 |
| Amendments to IFRS 17 | January 1, 2023 |
| Amendments to IFRS 17 “Initial Application of IFRS 17 and IFRS 9—Comparative Information” | January 1, 2023 |
As of the date the consolidated financial statements were authorized for issue, the Group is still assessing the impact of revisions on the Group's financial position and financial performance.
c. IFRS accounting principles issued by International Accounting Standards Board (IASB) but not yet endorsed and issued by the FSC
| New, Amended, and Revised Standards and Interpretations | Effective Date Announced by IASB (Note 1) |
|---|---|
| Amendments to IFRS 10 and IAS 28 “Sales or Contributions of Assets between an Investor and its Associate or Joint Venture” | To be determined by IASB |
| IFRS 18 “Presentation and Disclosure in Financial Statements” | January 1, 2027 |
| IFRS 19 “Subsidiaries without Public Accountability: Disclosures” | January 1, 2027 |
Note 1: Unless stated otherwise, the above new IFRSs are effective for annual reporting periods at the beginning of or after their respective effective dates.
IFRS 18 "Presentation and Disclosure in Financial Statements"
IFRS 18 will replace IAS 1 "Presentation in Financial Statements". The main changes in this standard include:
1) The income statement should divide income and expense items into operating, investing, financing, income tax and discontinued operations.
2) The income statement should include the operating income, income before financing and tax, as well as the subtotal and total of income.
3) Provides guidance to strengthen overall and detailed requirements: The Group must identify assets, liabilities, equity, income, expenses, losses, and cash flows from individual transactions or other events, and classify and summarize them based on common characteristics, so that each individual line item presented in the financial statements has at least one similar characteristic. Items with different characteristics should be broken down in the financial statements and notes. The Group will only label these items as “other” if it cannot find a more informative label.
4) Increase disclosures of performance metrics defined by management: When the Group engages public communications outside of financial statements and communicates management’s views on a certain aspect of the Group’s overall financial performance to users of financial statements, it should disclose information on performance metrics defined by management in a single note to the financial statements, including a description of the metric, how it is calculated, its reconciliation with the subtotal or total specified in IFRS accounting standards, and the impact of income tax and non-controlling interests on related reconciliation items.
In addition to the abovementioned impacts, as of the date the consolidated financial statements were authorized for issue, the Group is continuously assessing the possible impacts the application of other related standards and interpretations will have on the Group’s financial position and financial performance. The results will be disclosed when the assessment is completed.
- Summary of Significant Accounting Policies
a. Statements of compliance
The consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IAS 34 “Interim Financial Reporting” as endorsed and issued into effect by the FSC. The consolidated financial statements do not contain all the data to be disclosed in the annual financial statements as required by the IFRSs.
b. Basis of preparation
The consolidated financial statements have been prepared based on past costs on the historical cost basis except for financial instruments that are measured at fair value and net defined benefit liabilities which are measured at the present value of the defined benefit obligation which are less than the fair value of plan assets.
- 15 -
The fair value measurements, which are grouped into Levels 1 to 3, are based on the degree to which the fair value measurement inputs are detectable and the significance of inputs to the fair value measurement in its entirety, are described as follows:
1) Level 1 inputs: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
2) Level 2 inputs: Inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
3) Level 3 inputs: Undetectable inputs for an asset or liability.
c. Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (subsidiaries). Income and expenses of subsidiaries acquired or disposed of during the period are included in the consolidated statements of comprehensive income from the effective dates of acquisitions up to the effective dates of disposals, as appropriate. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the Company. All intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. The total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
See Note 11, Tables 6 and 7 for detailed information on subsidiaries, shareholding ratio and business item.
d. Other significant accounting policies
In addition to the description below, please refer to the summary of significant accounting policies in the 2024 consolidated financial statements.
1) Defined post-retirement benefits
The interim pension cost is calculated based on the accurately calculated pension cost rate at the end date of the previous financial year for the period from the beginning of the year to the end of the period. It is subject to major market fluctuations, major plan revisions, liability settlement, or other major one-off events during this period.
- 16 -
2) Income tax expense
Income tax expense represents the sum of the tax currently payable and deferred tax. Income tax for the interim period is calculated on an annual basis based on the income before tax for the interim period at the tax rate that applies to the estimated total annual earnings.
3) Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets mandatorily measured at fair value through profit or loss. Financial assets mandatorily measured at fair value through profit or loss include investments in equity instruments at fair value through other comprehensive income and debt instruments that do not qualify to be measured at amortized cost or at fair value through other comprehensive income.
Financial assets at fair value through profit or loss are measured at fair value, with dividends, interest, and remeasurement gains or losses recognized in profit or loss. Please refer to Note 26 for how fair value is determined.
- Significant Accounting Judgments and Major Sources of Estimating Uncertainty
Please refer to the consolidated financial statements in 2024 for significant accounting judgments and major sources of estimating uncertainty adopted for these consolidated financial statements.
- Cash and Cash Equivalents
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Cash on hand and working capital | $ 125 | $ 125 | $ 134 |
| Checking accounts and demand deposits | 852,324 | 842,137 | 713,645 |
| Cash equivalents | |||
| Time deposits (maturity date within 3 months) | 110,509 | 123,141 | - |
| $ 962,958 | $ 965,403 | $ 713,779 |
The interest rate of time deposits was 1.35% and 1.45% per annum as of June 30, 2025 and December 31, 2024, respectively.
- 17 -
- Financial instruments at fair value through profit or loss (December 31, 2024 and June 30, 2024: None)
June 30, 2025
Financial assets - non-current
Mandatorily measured at fair value through profit or loss
Non-derivative financial assets
- Domestic listed stocks
$ 965
- Financial assets at amortized cost
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Current | |||
| Restricted bank deposits (Note 28) | $ 12 | $ 13 | $ 13 |
| Time deposits (maturity date over 3 months) (a) | 212,439 | ||
| $ 212,451 | 448,667 | ||
| $ 448,680 | 612,154 | ||
| $ 612,167 | |||
| Non-current | |||
| Time deposits (maturity date over 1 year) (a) | $ 245,576 | $ 136,823 | $ 227,659 |
| Corporate bonds (b) | 17,990 | ||
| $ 263,566 | 20,185 | ||
| $ 157,008 | 20,032 | ||
| $ 247,691 |
a. As of June 30, 2025 and December 31, 2024, and June 30, 2024, the information on bank time deposit durations and interest rate range are as follows:
| Maturity date | June 30, 2025 | December 31, 2024 | June 30, 2024 |
|---|---|---|---|
| October 2025 to January 2028 | January 2025 to March 2027 | October 2024 to March 2027 | |
| Annual interest rate | 1.29%~3.10% | 1.29%~3.35% | 1.29%~5.43% |
b. As of June 30, 2025 and December 31, 2024, and June 30, 2024, information on the maturity period, par value, coupon rate, and effective interest rate of corporate bonds is as follows:
June 30, 2025
| Maturity date | Par value (in thousands) | Coupon rate | Effective interest rate |
|---|---|---|---|
| October 2029 | USD 300 | 6.3030% | 5.5426% |
| July 2029 | USD 300 | 5.4490% | 5.1298% |
December 31, 2024
| Maturity date | Par value (in thousands) | Coupon rate | Effective interest rate |
|---|---|---|---|
| October 2029 | USD 300 | 6.3030% | 5.5426% |
| July 2029 | USD 300 | 5.4490% | 5.1298% |
June 30, 2024
| Maturity date | Par value (in thousands) | Coupon rate | Effective interest rate |
|---|---|---|---|
| October 2029 | USD 300 | 6.3030% | 5.5426% |
| July 2029 | USD 300 | 5.4490% | 5.1298% |
For information on credit risk management and impairment assessment related to financial assets at amortized cost, please refer to Note 26.
- Notes Receivable, Accounts Receivable, and Other Receivables
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Notes receivable | |||
| Arising from operations | $ 73,039 | $ 61,225 | $ 105,241 |
| Accounts receivable | |||
| At amortized cost | |||
| Total carrying amount | $ 1,185,862 | $ 1,212,610 | $ 1,207,698 |
| Less: Loss allowance | ( 24,774 ) | ( 27,312 ) | ( 24,958 ) |
| $ 1,161,088 | $ 1,185,298 | $ 1,182,740 | |
| Other receivables | |||
| Tax refund receivables | $ 2,538 | $ 4,939 | $ 2,619 |
| Others | 131,101 | 47,975 | 47,707 |
| $ 133,639 | $ 52,914 | $ 50,326 |
a. Accounts receivable
The Group's credit period of sales of goods ranges from 120 days to 150 days. No interest was charged on accounts receivables due to a short period of credit grant. In order to minimize credit risk, the management team of the Group has delegated a team responsible for determining credit limits and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of the reporting period to ensure that adequate loss allowance is made for possible irrecoverable amounts. In this regard, the management believes the Group's credit risk was significantly reduced.
The Group measures the loss allowance for accounts receivables at an amount equal to lifetime expected credit losses (ECLs). The expected credit losses on accounts receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor's current financial position. It takes into account the general economic conditions of the industry in which the debtors operate and considers the assessment of both the current and forecast direction of economic conditions at the reporting date. As the Group's historical credit loss experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on past due status is not further distinguished according to the Group's different customer base.
When there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery. The Group still continues to engage in enforcement activities to attempt to recover the receivables due. Where recoveries are made, they are recognized in profit or loss.
The details of the loss allowance of accounts receivables based on the Group's provision matrix are as follows:
June 30, 2025
| Not past due | Past due 1 to 90 Days | Past due 91 to 180 Days | Pas due over 181 Days | Total | |
|---|---|---|---|---|---|
| Total carrying amount | $ 1,161,982 | $ 3,383 | $ 741 | $ 19,756 | $ 1,185,862 |
| Loss allowance (lifetime ECLs) | ( 4,091) | ( 322) | ( 660) | ( 19,701) | ( 24,774) |
| Amortized cost | $ 1,157,891 | $ 3,061 | $ 81 | $ 55 | $ 1,161,088 |
December 31, 2024
| Not past due | Past due 1 to 90 Days | Past due 91 to 180 Days | Pas due over 181 Days | Total | |
|---|---|---|---|---|---|
| Total carrying amount | $ 1,174,809 | $ 13,848 | $ 2,853 | $ 21,100 | $ 1,212,610 |
| Loss allowance (lifetime ECLs) | ( 4,254) | ( 1,148) | ( 856) | ( 21,054) | ( 27,312) |
| Amortized cost | $ 1,170,555 | $ 12,700 | $ 1,997 | $ 46 | $ 1,185,298 |
June 30, 2024
| Not past due | Past due 1 to 90 Days | Past due 91 to 180 Days | Pas due over 181 Days | Total | |
|---|---|---|---|---|---|
| Total carrying amount | $ 1,178,499 | $ 7,521 | $ 791 | $ 20,887 | $ 1,207,698 |
| Loss allowance (lifetime ECLs) | ( 3,813) | ( 398) | ( 236) | ( 20,511) | ( 24,958) |
| Amortized cost | $ 1,174,686 | $ 7,123 | $ 555 | $ 376 | $ 1,182,740 |
The movements of the loss allowance of accounts receivables were as follows:
| From January 1 to June 30, 2025 | From January 1 to June 30, 2024 | |
|---|---|---|
| Opening balance | $ 27,312 | $ 25,327 |
| Impairment loss for the period (reversal) | ( 834 ) | ( 1,398 ) |
| Actual amount written off in the current period | ( 317 ) | ( 120 ) |
| Foreign exchange gains and losses | ( 1,387 ) | 1,149 |
| Ending balance | $ 24,774 | $ 24,958 |
b. Other receivables
Upon assessment, the Group's other receivables as of June 30, 2025 and December 31, 2024 and June 30, 2024 do not require an allowance for expected credit losses.
- Inventories
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Finished goods | $ 342,835 | $ 353,604 | $ 366,446 |
| Work in process | 50,496 | 62,697 | 53,717 |
| Raw materials | 305,737 | 310,689 | 397,316 |
| $ 699,068 | $ 726,990 | $ 817,479 |
The cost of goods sold from April 1 to June 30, 2025 and 2024, and January 1 to June 30, 2025 and 2024 was $771,183 thousand, $745,806 thousand, $1,444,848 thousand, and $1,447,546 thousand, respectively. The cost of goods sold for the three months ended June 30, 2025 and 2024 and the six months ended June 30, 2025 and 2024 included loss on inventory devaluation and slow-moving inventory (gain on value recovery) of NT$(2,554) thousand, NT$(6,453) thousand, NT$(13,589) thousand, and NT$2,024 thousand, respectively. The recovery of the net realizable value of inventories was due to the digestion of inventories.
11. Subsidiary
Subsidiaries included in the consolidated financial statements are as follows:
| Investor | Name of Subsidiary | Nature of business activities | Proportion of ownership (%) | ||
|---|---|---|---|---|---|
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |||
| Ventec International Group Co., Ltd. (CAYMAN) (“VIG CAYMAN”) | Ventec International Group Limited (SAMOA) (“VIG SAMOA”) | General investment | 100.00% | 100.00% | 100.00% |
| VIG SAMOA | Ventec International Group Limited (HK) (“VIG HK”) | General investment | 100.00% | 100.00% | 100.00% |
| 〃 | Ventec Logistics Limited (“VLL”) | General investment | 100.00% | 100.00% | 100.00% |
| 〃 | Ventec Electronics (HK) Co., Ltd. (“VT HK”) | International trade | 100.00% | 100.00% | 100.00% |
| 〃 | Ventec Electronics Corporation (“VT TW”) | Manufacturing and sale of CCL, IMS, and prepreg | 100.00% | 100.00% | 100.00% |
| 〃 | Ventec Europe Ltd. (“VT UK”) | Sale of CCL, IMS, and prepreg | 100.00% | 100.00% | 100.00% |
| 〃 | Ventec Central Europe GmbH. (“VT DE”) | Sale of CCL, IMS, and prepreg | 100.00% | 100.00% | 100.00% |
| 〃 | Ventec Electronics (Thailand) Co., Ltd. (“VT TH”) (Note 2) | Manufacturing and sale of CCL, IMS, and prepreg | 100.00% | 100.00% | - |
| VIG HK | Ventec Electronics (Suzhou) Co., Ltd. (“VT SZ”) | Research and development, manufacturing, and sale of CCL, IMS, and prepreg | 100.00% | 100.00% | 100.00% |
| 〃 | Ventec Electronics (Jiangyin) Co., Ltd. (“VT JY”) | Manufacturing and sale of CCL, IMS, and prepreg | 100.00% | 100.00% | 100.00% |
| VT SZ | Tengqiang Investment Management (Suzhou) Partnership (Limited Partnership) (“Tengqiang Investment”) (Note 3) | General investment | 95.00% | - | - |
| VT JY | Tengqiang Investment Management (Suzhou) Partnership (Limited Partnership) (“Tengqiang Investment”) (Note 3) | General investment | 4.99% | - | - |
| VLL | Ventec USA, LLC (“VT USA”) | Sale of CCL, IMS, and prepreg | 100.00% | 100.00% | 100.00% |
Note 1: VT SZWT completed liquidation and de-registration in March 2024.
Note 2: The Company's Board of Directors in November 2024 passed the resolution to establish a subsidiary in Thailand in December of the same year, in order to achieve the Company's operational goals, increase overseas production bases, and enhance its competitiveness. As of June 30, 2025, US$4,800 thousand has been invested in the subsidiary in Thailand.
Note 3: The Company's Board of Directors adopted the resolution in March 2025 and subsidiaries VT SZ and VT JY completed the establishment of joint venture Teng Qiang Investment Management Co., Ltd. in April the same year to accelerate business expansion of the high-frequency product market in Greater China.
VT UK, VT DE, and VT USA are non-material subsidiaries, and their financial statements for January 1 to June 30, 2025 and 2024 were not audited by an accountant.
12. Property, plant and equipment
| Land | Buildings | Machinery and equipment | Office equipment | Leasehold improvements | Other equipment | Construction in progress and equipment under installation | Total | |
|---|---|---|---|---|---|---|---|---|
| Cost | ||||||||
| Balance on January 1, 2025 | $ 118,840 | $ 520,223 | $ 2,038,515 | $ 46,862 | $ 31,822 | $ 199,541 | $ 43,953 | $ 2,999,756 |
| Additions | 79,743 | - | 12,791 | 832 | 37 | 2,222 | 29,910 | 125,535 |
| Reclassification | 20,258 | - | 43,091 | - | - | 385 | ( 63,734 ) | - |
| Disposals | - | ( 635 ) | ( 44,167 ) | ( 587 ) | ( 2,034 ) | ( 3,272 ) | - | ( 50,695 ) |
| Foreign exchange gains and losses | ( 1,524 ) | ( 39,183 ) | ( 193,287 ) | ( 4,045 ) | ( 1,689 ) | ( 15,208 ) | ( 7,497 ) | ( 262,433 ) |
| Balance on June 30, 2025 | 217,317 | 480,405 | 1,856,943 | 43,062 | 28,136 | 183,668 | 2,632 | 2,812,163 |
| Accumulated depreciation | ||||||||
| Balance on January 1, 2025 | - | 274,279 | 1,579,000 | 38,817 | 23,771 | 131,897 | - | 2,047,764 |
| Depreciation expenses | - | 11,021 | 39,301 | 1,771 | 1,172 | 8,891 | - | 62,156 |
| Disposals | - | ( 635 ) | ( 31,122 ) | ( 400 ) | ( 2,034 ) | ( 3,006 ) | - | ( 37,197 ) |
| Foreign exchange gains and losses | - | ( 23,945 ) | ( 154,059 ) | ( 3,395 ) | ( 1,474 ) | ( 12,208 ) | - | ( 195,081 ) |
| Balance on June 30, 2025 | - | 260,720 | 1,433,120 | 36,793 | 21,435 | 125,574 | - | 1,877,642 |
| Net Amount on June 30, 2025 | $ 217,317 | $ 219,685 | $ 423,823 | $ 6,269 | $ 6,701 | $ 58,094 | $ 2,632 | $ 934,521 |
| Net amount as of December 31, 2024 and January 1, 2025 | $ 118,840 | $ 245,944 | $ 459,515 | $ 8,045 | $ 8,051 | $ 67,644 | $ 43,953 | $ 951,992 |
| Cost | ||||||||
| Balance on January 1, 2024 | $ 118,840 | $ 501,688 | $ 1,904,976 | $ 43,642 | $ 55,471 | $ 176,518 | $ 25,831 | $ 2,826,966 |
| Additions | - | - | 5,261 | 781 | - | 8,284 | 27,504 | 41,830 |
| Reclassification | - | - | 19,560 | 314 | - | 6,224 | ( 26,098 ) | - |
| Disposals | - | ( 358 ) | ( 6,317 ) | ( 487 ) | ( 6,732 ) | ( 2,815 ) | - | ( 16,709 ) |
| Foreign exchange gains and losses | - | 18,255 | 90,755 | 2,241 | 2,627 | 7,060 | 1,051 | 121,989 |
| Balance on June 30, 2024 | 118,840 | 519,585 | 2,014,235 | 46,491 | 51,366 | 195,271 | 28,288 | 2,974,076 |
| Accumulated depreciation | ||||||||
| Balance on January 1, 2024 | - | 241,717 | 1,433,055 | 33,614 | 40,743 | 112,228 | - | 1,861,357 |
| Depreciation expenses | - | 11,202 | 39,245 | 2,278 | 5,140 | 8,865 | - | 66,730 |
| Disposals | - | ( 358 ) | ( 5,516 ) | ( 457 ) | ( 6,733 ) | ( 2,811 ) | - | ( 15,875 ) |
| Foreign exchange gains and losses | - | 10,065 | 70,266 | 1,772 | 1,995 | 5,325 | - | 89,423 |
| Balance on June 30, 2024 | - | 262,626 | 1,537,050 | 37,207 | 41,145 | 123,607 | - | 2,001,635 |
| Net Amount on June 30, 2024 | $ 118,840 | $ 256,959 | $ 477,185 | $ 9,284 | $ 10,221 | $ 71,664 | $ 28,288 | $ 972,441 |
According to the Group's assessment, there was no sign of impairment for property, plant and equipment on June 30, 2025, December 31, 2024, and June 30, 2024.
The following items of property, plants, and equipment are depreciated on a straight-line basis over their estimated useful live:
| Buildings | |
|---|---|
| Main buildings | 8 to 35 years |
| Machinery and equipment | |
| Electromechanical power equipment | 3 to 15 years |
| Repair and maintenance project | 3 to 10 years |
| Office equipment | |
| Computer equipment | 2 to 5 years |
| Office furniture | 4 to 5 years |
| Leasehold improvements | 3 to 9 years |
| Other equipment | |
| R&D equipment | 5 to 10 years |
| Transportation equipment | 3 to 10 years |
| Miscellaneous equipment | 3 to 10 years |
Property, plants, and equipment pledged as collateral for bank borrowings are set out in Note 28.
- Lease Arrangements
a. Right-of-use assets
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Carrying amount of right-of-use assets | |||
| Land | $ 61,390 | $ 69,697 | $ 70,991 |
| Buildings | 103,256 | 51,439 | 74,663 |
| Office equipment | 205 | 238 | 131 |
| Transportation equipment | 9,378 | 11,433 | 9,962 |
| $ 174,229 | $ 132,807 | $ 155,747 | |
| From April 1 to June 30, 2025 | From April 1 to June 30, 2024 | From January 1 to June 30, 2025 | |
| --- | --- | --- | --- |
| Addition to right-of-use assets | $ 84,464 | ||
| Depreciation for right-of-use assets | |||
| Land | $ 672 | $ 704 | $ 1,380 |
| Buildings | 10,352 | 11,461 | 22,130 |
| Office equipment | 16 | 9 | 32 |
| Transportation equipment | 1,148 | 1,002 | 2,335 |
| $ 12,188 | $ 13,176 | $ 25,877 |
Except for the addition and depreciation, the right-of-use assets of the Group were not significantly subleased or impaired from January 1 to June 30, 2025 and 2024.
b. Lease liabilities
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Carrying amount of lease liabilities | |||
| Current | $ 36,762 | $ 33,501 | $ 44,537 |
| Non-current | $ 78,209 | $ 32,294 | $ 42,710 |
Range of discount rates for lease liabilities was as follows:
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Land | 1.43% | 1.43% | 1.43% |
| Buildings | 1.60%~4.75% | 1.60%~4.75% | 1.60%~4.75% |
| Office equipment | 1.35%~1.88% | 1.35%~1.88% | 1.35%~1.75% |
| Transportation equipment | 1.60%~4.75% | 0.68%~4.75% | 0.68%~4.75% |
c. Material lease-in activities and terms
The Group leases certain land and buildings for the use of product manufacturing and office space with lease terms of 2 to 50 years. The Group does not have bargain purchase options to acquire the leasehold land and buildings at the end of the lease terms.
d. Other lease information
| From April 1 to June 30, 2025 | From April 1 to June 30, 2024 | From January 1 to June 30, 2025 | From January 1 to June 30, 2024 | |
|---|---|---|---|---|
| Short term lease expenses | $ 501 | $ 874 | $ 1,315 | $ 1,755 |
| Total cash outflow for leases | $ 27,147 | $ 27,350 |
The Group chooses not to recognize right-of-use assets and lease liabilities from short-term leases and other equipment and building leases that the Group is exempted from recognizing.
- Goodwill
| From January 1 to June 30, 2025 | From January 1 to June 30, 2024 | |
|---|---|---|
| Cost | ||
| Opening balance | $ 74,395 | $ 69,676 |
| Net exchange difference | ( 7,908 ) | 3,959 |
| Ending balance | $ 66,487 | $ 73,635 |
The Group assesses the recoverable amount of goodwill at the end of the annual reporting period and uses the value in use as the basis for calculating the recoverable amount. The calculation of value in use at the end of 2024 and 2023 is based on projected cash flow of each cash-generating unit over the next five years and is calculated using discount rates of 15.30% and 16.40%, respectively, to reflect specific risks of the relevant cash-generating unit. The recoverable amount of goodwill at the end of 2024 and 2023 was estimated to be NT$161,583 thousand and NT$268,680 thousand, respectively, which were still greater than the carrying amount. Therefore, no impairment loss was recognized. Moreover, as of June 30, 2025 and 2024, there was no sign of significant impairment loss.
- 25 -
- Intangible assets
| Computer software | Customer relationship | Total | |
|---|---|---|---|
| Cost | |||
| Balance on January 1, 2025 | $ 2,119 | $ 14,149 | $ 16,268 |
| Net exchange difference | 13 | ( 23 ) | ( 10 ) |
| Balance on June 30, 2025 | $ 2,132 | $ 14,126 | $ 16,258 |
| Accumulated amortization | |||
| Balance on January 1, 2025 | $ 2,119 | $ 9,197 | $ 11,316 |
| Amortization expenses | - | 1,436 | 1,436 |
| Net exchange difference | 13 | ( 38 ) | ( 25 ) |
| Balance on June 30, 2025 | 2,132 | 10,595 | 12,727 |
| Net Amount on June 30, 2025 | $ - | $ 3,531 | $ 3,531 |
| Net amount as of January 1, 2025 and December 31, 2024 | $ - | $ 4,952 | $ 4,952 |
| Cost | |||
| Balance on January 1, 2024 | $ 2,109 | $ 13,924 | $ 16,033 |
| Net exchange difference | 45 | 389 | 434 |
| Balance on June 30, 2024 | $ 2,154 | $ 14,313 | $ 16,467 |
| Accumulated amortization | |||
| Balance on January 1, 2024 | $ 2,109 | $ 6,266 | $ 8,375 |
| Amortization expenses | - | 1,419 | 1,419 |
| Net exchange difference | 45 | 187 | 232 |
| Balance on June 30, 2024 | 2,154 | 7,872 | 10,026 |
| Net Amount on June 30, 2024 | $ - | $ 6,441 | $ 6,441 |
According to the Group's assessment, there was no sign of impairment for intangible assets on June 30, 2025, December 31, 2024, and June 30, 2024.
Amortization expenses are calculated on a straight-line basis over the following years in service:
Computer software
3 to 5 years
Customer relationship
5 years
- 26 -
- 27 -
16. Borrowings
a. Short-term borrowings (December 31, 2024 and June 30, 2024: None)
| June 30, 2025 | |
|---|---|
| Unsecured borrowings | |
| Bank loans | $ 13,053 |
As of June 30, 2025, the range of interest rate on short-term borrowings was 2.79%.
b. Long-term borrowings
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Taiwan Cooperative Bank | |||
| Secured borrowings - from July 31, 2019 to July 31, 2034, each month is considered 1 period, divided into 180 installments | $ 83,983 | $ 87,467 | $ 92,285 |
| Secured borrowings - from August 12, 2019 to August 12, 2024, each month is considered 1 period, divided into 60 installments | - | - | 1,556 |
| Nissan Motor Acceptance Corporatic | |||
| Secured borrowings - from February 12, 2020 to January 12, 2025, each month is considered 1 period, divided into 59 installments | - | 16 | 121 |
| Toyota Forklift | |||
| Secured borrowings - from February 05, 2021 to February 05, 2026, each month is considered 1 period, divided into 60 installments | 101 | 226 | 351 |
| 84,084 | 87,709 | 94,313 | |
| Less: Current portion | ( 8,361 ) | ( 8,357 ) | ( 10,038 ) |
| $ 75,723 | $ 79,352 | $ 84,275 |
As of June 30, 2025, December 31, 2024, and June 30, 2024, the ranges of interest rates on long-term borrowings were 1.88%~2.99%, 1.88%~4.21%, and 1.88%~4.21%, respectively.
Please refer to Note 28 for details of borrowings secured by guarantee.
- 28 -
17. Other payables
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Dividends payable | $ 240,611 | $ 1,305 | $ 240,297 |
| Salaries and bonuses payable | 176,710 | 195,411 | 171,586 |
| Social security and provident funds payable | 28,328 | 32,155 | 34,369 |
| Taxes payable | 27,236 | 32,379 | 26,143 |
| Construction and equipment payable | 17,416 | 25,570 | 18,515 |
| Others | 193,568 | 192,011 | 196,277 |
| $ 683,869 | $ 478,831 | $ 687,187 |
18. Post-retirement Benefit Plans
a. Defined contribution plans
VT TW of the Group adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed defined contribution plan. Under the LPA, an entity makes monthly contributions to employees' individual pension accounts at 6% of their monthly salaries.
The employees of the Group's subsidiary in China, United Kingdom, United States and Germany are members of a state-managed retirement benefit plan operated by the local government. The subsidiaries are required to contribute a specified percentage of payroll costs to the retirement benefit scheme to fund the benefits. The only obligation of the Group with respect to the retirement benefit plan is to make specific contributions.
b. Defined benefit plans
The pension plan "Salary and Welfare Measures for Employees in Taiwan and Hong Kong," set by the Company of the Group, is a defined benefit plan. Pension benefits are calculated on the basis of the terms set out in the regulation and the average monthly salaries of the 6 months before retirement. The pension expenses related to the defined benefit plans from April 1 to June 30, 2025 and 2024, and January 1 to June 30, 2025 and 2024 calculated at the pension cost rate actuarially determined on December 31, 2024 and 2023 were $1,526 thousand, $1,601 thousand, $3,154 thousand and $3,158 thousand, respectively.
- Equity
a. Capital stock
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Authorized shares (in thousand shares) | 90,000 | 90,000 | 90,000 |
| Authorized capital | $ 900,000 | $ 900,000 | $ 900,000 |
| Shares issued and fully paid (in thousand shares) | 71,435 | 71,435 | 71,435 |
| Issued capital | $ 714,347 | $ 714,347 | $ 714,347 |
The holders of issued ordinary shares with a par value of NT$10 are entitled to the right to vote and to receive dividends.
b. Capital surplus
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| May be used to offset a deficit, distributed as cash dividends, or transferred to share capital | |||
| Shares issued at a premium | $ 884,861 | $ 884,861 | $ 865,159 |
| May not be used for any purpose | |||
| Employee restricted shares | - | - | 19,702 |
| $ 884,861 | $ 884,861 | $ 884,861 |
1) Unless otherwise provided in the laws and regulations of the Cayman Islands, rules and regulations of public listing companies, or the Articles of Incorporation, the capital surplus shall be used only to offset the losses of the Company. When the legal reserve and special reserve allocated for the purpose of offsetting losses are insufficient to cover the losses, the shortfall cannot be filled using capital surplus.
2) If the Company has no deficit, unless otherwise provided in the laws and regulations of the Cayman Islands, the Company may, by special resolution of the shareholders' meeting, capitalize all or part of the share premium account or the proceeds received as a gift from the capital surplus, issue new shares or pay in cash to the shareholders.
- 29 -
c. Retained earnings and dividends policy
Under the dividends policy as set forth in the Articles of Incorporation, the Company is in the growing stage where the dividend of the Company may be distributed in the form of cash dividends and/or share dividends. The Company shall take into consideration the Company's capital expenditures, future expansion plans, financial structure, funds requirements, and other plans for sustainable development needs in assessing the amount of dividends distributed by the Company. Unless otherwise provided in the laws and regulations of the Cayman Islands, rules and regulations of public listing companies, the Articles of Incorporation, or the rights attached to any shares, if the Company still has a surplus at the end of the fiscal year, it will pay all relevant taxes, offset any losses (including losses of previous years and adjusted undistributed profits), set aside the legal reserves of the remaining profits (provided that setting aside the legal reserve does not apply if the aggregate amount of the legal reserve amounts to the Company's total paid-in capital), and set aside any special reserve. The board may, by a resolution passed by a majority of the directors, of which two-thirds or more of the board are present, distribute not less than 10% of the remaining balance (including the amounts reversed from the special reserve), plus accumulated undistributed profits of previous years (including adjusted undistributed profits) in part or in whole to the shareholders as dividends in proportion to the number of shares held by them and report at the shareholders' meeting. For the dividends paid for shareholders, cash dividends shall not be lower than 10% of the total amount of dividends to be paid out. The Company may resolve to distribute net profits or offset losses at the end of each half of the fiscal year. When the Company still has a net profit at the end of the first half of the fiscal year, the Company shall first estimate and reserve the amount of compensation of employees, including the remuneration of directors, and then reserve provision for paying tax. After offsetting losses (including losses as at the beginning of the first half of the fiscal year and any adjusted undistributed profits), the legal reserve of the remaining profits will be set aside in accordance with the applicable rules or regulations of the public listing companies (provided that the legal reserve does not apply if the aggregate amount of the legal reserve equals the Company's total paid-in capital). Any other special reserve will also be set aside. The board may, subject to the compliance with the percentage of distribution as set forth, resolve to distribute the remaining balance (including the amounts reversed from the special reserve) plus the accumulated undistributed profits at the beginning of the first
- 30 -
half of the fiscal year (including adjusted undistributed profits) in part or in whole to the shareholders as dividends in proportion to the number of shares held by them and report at the shareholders' meeting. Dividends and bonuses to shareholders in accordance with the Articles of Incorporation may be paid in whole or in part by issuance of new shares by special resolution of the shareholders' meeting. For the policies on the distribution of compensation of employees and remuneration of directors as stipulated in the Articles of Incorporation, please refer to compensation of employees and remuneration of directors in Note 21 (e).
Unless resolved by the shareholders' meeting of the Company, the dividends, bonuses, or other benefits of distributions to the shareholders shall be calculated in New Taiwan Dollars (NTD).
The Company's earnings distribution proposals for 2024 and 2023 are as follows:
| 2024 | 2023 | |
|---|---|---|
| Legal reserve | $ 35,630 | $ 41,070 |
| Special reserve | ($ 133,869) | $ 37,525 |
| Cash dividends | $ 239,306 | $ 239,306 |
| Cash dividends per share (NTD) | $ 3.35 | $ 3.35 |
The above cash dividends have been approved by the resolution of the board of directors on March 12, 2025 and March 12, 2024, respectively, and the remaining earnings distribution items for 2024 and 2023 have been approved by the resolution of the general shareholders' meeting on June 23, 2025 and June 21, 2024.
20. Revenue
a. Revenue from contracts with customers
Please refer to Note 32 for the details of the contracts with customers.
b. Contract balance
Please refer to Note 9 for the details of notes receivables and accounts receivables.
| June 30, 2025 | December 31, 2024 | June 30, 2024 | January 1, 2024 | |
|---|---|---|---|---|
| Contract liabilities (recognized under other current liabilities) | $ 1,641 | $ 2,264 | $ 1,023 | $ 3,539 |
The contract liability balances primarily result from the timing difference between the satisfaction of the Group's performance obligation and the customer's payment.
- Net Profit from Continuing Operations
a. Other gains and losses
| From April 1 to June 30, 2025 | From April 1 to June 30, 2024 | From January 1 to June 30, 2025 | From January 1 to June 30, 2024 | |
|---|---|---|---|---|
| Net (loss) gain on foreign currency exchange | ($ 16,396) | $ 8,849 | ($ 13,618) | $ 13,098 |
| Net gain(loss) on disposal of property, plant and equipment | 2,514 | (43) | 2,531 | (56) |
| Others | (2,295) | (706) | (3,933) | (1,564) |
| ($ 16,177) | $ 8,100 | ($ 15,020) | $ 11,478 |
b. Interest expenses
| From April 1 to June 30, 2025 | From April 1 to June 30, 2024 | From January 1 to June 30, 2025 | From January 1 to June 30, 2024 | |
|---|---|---|---|---|
| Interest on bank loans | $ 595 | $ 453 | $ 1,092 | $ 549 |
| Interest on lease liabilities | 671 | 336 | 872 | 613 |
| $ 1,266 | $ 789 | $ 1,964 | $ 1,162 |
c. Depreciation and amortization
| From April 1 to June 30, 2025 | From April 1 to June 30, 2024 | From January 1 to June 30, 2025 | From January 1 to June 30, 2024 | |
|---|---|---|---|---|
| Property, plant and equipment | $ 30,151 | $ 33,712 | $ 62,156 | $ 66,730 |
| Right-of-use assets | 12,188 | 13,176 | 25,877 | 25,665 |
| Intangible assets | 721 | 717 | 1,436 | 1,419 |
| $ 43,060 | $ 47,605 | $ 89,469 | $ 93,814 | |
| An analysis of depreciation by function | ||||
| Operating costs | $ 26,500 | $ 28,810 | $ 55,556 | $ 56,549 |
| Operating expenses | 15,839 | 18,078 | 32,477 | 35,846 |
| $ 42,339 | $ 46,888 | $ 88,033 | $ 92,395 | |
| An analysis of amortization by function | ||||
| Sales and marketing expenses | $ 721 | $ 717 | $ 1,436 | $ 1,419 |
d. Employee benefits expenses
| From April 1 to June 30, 2025 | From April 1 to June 30, 2024 | From January 1 to June 30, 2025 | From January 1 to June 30, 2024 | |
|---|---|---|---|---|
| Post-employment benefits | ||||
| Defined contribution plans | $ 1,225 | $ 1,141 | $ 2,229 | $ 2,218 |
| Defined benefit plans | 1,526 | 1,601 | 3,154 | 3,158 |
| 2,751 | 2,742 | 5,383 | 5,376 | |
| Share-based payments | ||||
| Equity-settled | - | 1,419 | - | 2,839 |
| Other employee benefits | 212,115 | 225,687 | 426,195 | 445,226 |
| Total employee benefits expenses | $ 214,866 | $ 229,848 | $ 431,578 | $ 453,441 |
| An analysis by function | ||||
| Operating costs | $ 108,815 | $ 115,351 | $ 218,541 | $ 227,210 |
| Operating expenses | 106,051 | 114,497 | 213,037 | 226,231 |
| $ 214,866 | $ 229,848 | $ 431,578 | $ 453,441 |
- 32 -
e. Compensation of employees and remuneration of directors
Under the Company's Articles of Incorporation, the Company shall allocate 5% to 10% as compensation of employees and no more than 2% provided as remuneration to directors of the pre-tax benefit deducting employee's compensation and director's remuneration for the current year.
The estimated compensation of employees and remuneration of directors from April 1 to June 30, 2025 and 2024, and January 1 to June 30, 2025 and 2024 are as follows:
Percentage for estimation
| From January 1 to June 30, 2025 | From January 1 to June 30, 2024 | ||||
|---|---|---|---|---|---|
| Employees’ compensation | 9.0% | 9.0% | |||
| Directors’ remuneration | 2.0% | 2.0% | |||
| Amount | |||||
| From April 1 to June 30, 2025 | From April 1 to June 30, 2024 | From January 1 to June 30, 2025 | From January 1 to June 30, 2024 | ||
| Employees’ compensation | $ 8,945 | $ 13,585 | $ 16,520 | $ 22,607 | |
| Directors’ remuneration | 1,988 | 3,018 | 3,671 | 5,023 |
If there is a change in the amounts after the annual consolidated financial statements are approved for issue, the differences are recorded as a change in the accounting estimate in the next year.
The compensation of employees and the remuneration of directors of 2024 and 2023 resolved by the Company's board of directors on March 12, 2025 and March 12, 2024, respectively, are as follows:
| 2024 | 2023 | |||
|---|---|---|---|---|
| Cash (in thousands of NTD) | Cash (in thousands of USD) | Cash (in thousands of NTD) | Cash (in thousands of USD) | |
| Employees’ compensation | $ 36,066 | $ 1,122 | $ 43,642 | $ 1,402 |
| Directors’ remuneration | 8,014 | 249 | 9,696 | 312 |
There is no difference between the actual amounts of the compensation of employees and remuneration of directors of 2024 and 2023 with amounts recognized in the consolidated financial statements of 2024 and 2023.
Information on the compensation of employees and remuneration of directors is available at the Market Observation Post System website of the Taiwan Stock Exchange.
- Income Tax
a. Major components of income tax expense (gain) are as follows:
| From April 1 to June 30, 2025 | From April 1 to June 30, 2024 | From January 1 to June 30, 2025 | From January 1 to June 30, 2024 | |
|---|---|---|---|---|
| Current income tax | ||||
| Current period | $ 68,129 | $ 18,368 | $ 81,581 | $ 22,318 |
| Additional surtax on undistributed earnings | - | 1,334 | - | 1,334 |
| Adjustments in the previous year | ( 35,429 ) | ( 44,437 ) | ( 35,429 ) | ( 44,437 ) |
| 32,700 | ( 24,735 ) | 46,152 | ( 20,785 ) | |
| Deferred tax | ||||
| Current period | ( 39,626 ) | 16,504 | ( 30,056 ) | 31,842 |
| Income tax expense recognized in profit or loss (gain) | ( $ 6,926 ) | ( $ 8,231 ) | $ 16,096 | $ 11,057 |
b. The assessment of income tax returns
The income tax returns filed by the Company until 2023 have been approved by the tax authorities.
- Earnings Per Share
| Unit: NT$ Per Share | ||||
|---|---|---|---|---|
| From April 1 to June 30, 2025 | From April 1 to June 30, 2024 | From January 1 to June 30, 2025 | From January 1 to June 30, 2024 | |
| Basic earnings per share | $ 1.24 | $ 1.89 | $ 2.29 | $ 3.15 |
| Diluted earnings per share | $ 1.23 | $ 1.88 | $ 2.27 | $ 3.11 |
The earnings and weighted average of ordinary shares used to estimate earnings per share were as follows:
Net income for the period
| From April 1 to June 30, 2025 | From April 1 to June 30, 2024 | From January 1 to June 30, 2025 | From January 1 to June 30, 2024 | |
|---|---|---|---|---|
| Net income for the period | $ 88,450 | $ 134,476 | $ 163,362 | $ 223,695 |
Number of shares
| Unit: In Thousand Shares | ||||
|---|---|---|---|---|
| From April 1 to June 30, 2025 | From April 1 to June 30, 2024 | From January 1 to June 30, 2025 | From January 1 to June 30, 2024 | |
| The weighted average of ordinary shares used to estimate basic earnings per share | 71,435 | 71,126 | 71,435 | 71,126 |
| Effect of potentially diluted ordinary shares: | ||||
| Employee restricted shares | - | 294 | - | 294 |
| Employees’ compensation | 231 | 268 | 408 | 455 |
| The weighted average of ordinary shares used to estimate diluted earnings per share | 71,666 | 71,688 | 71,843 | 71,875 |
If the Group offers to settle compensation payment to employees in shares or cash, for the calculation of diluted earnings per share, the Group will assume the entire amount of the compensation to settled in shares, and the resulting potential shares with dilutive effect will be included in the weighted average of outstanding shares used to estimate diluted earnings per share. Such dilutive effect of potential shares is included in the estimation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.
24. Share-Based Payment Arrangements
Employee restricted shares
In the shareholders' meeting on June 11, 2020, the shareholders approved a restricted share plan for employees with a total amount of 800 thousand shares and all of these shares were issued on September 23, 2020.
The employee restricted shares that have not yet been granted issued in September 2020 by the Company have certain restrictions to employees who have not met the vesting conditions. These restrictions on the shares include not to sell, pledge, transfer, gift, set, or dispose in any other way. However, the shares are entitled to be used as allotment, dividends, and share options of cash capital increase.
If an employee fails to meet the vesting conditions, the Company will take back the employee's restricted shares and cancel them.
The detail of employee restricted shares is as follows:
| From January 1 to June 30, 2024 | |
|---|---|
| Number of shares (in thousand shares) | |
| Employee restricted shares | |
| Outstanding amount at the beginning and end of the period | 309 |
The detail of the Company's employee restricted shares is as follows:
| Grant date | Fair value per share (NT$) | Number of shares (in thousand shares) | Vesting period |
|---|---|---|---|
| 2020.09.23 | $ 73.8 | 800 | 2 to 4 years |
The costs of compensation from April 1 to June 30, 2024 and January 1 to June 30, 2024 was NT$1,419 thousand and NT$2,839 thousand, respectively.
-
36 -
-
Capital Risk Management
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximizing the return to shareholders through the optimization of the debt and equity balance.
- Financial Instruments
a. Fair value of financial instruments not measured at fair value
The management team of the Group believes that the carrying amount of financial assets and liabilities which are not measured by fair value are close to fair value or their fair value cannot be reliably measured.
b. Types of financial instruments
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Financial assets | |||
| Measured at fair value through profit or loss | $ 965 | $ - | $ - |
| Mandatorily measured at fair value through profit or loss | |||
| At amortized cost (Note 1) | 2,813,779 | 2,875,439 | 2,919,208 |
| Financial liabilities | |||
| Measured at amortized cost (Note 2) | 898,819 | 825,535 | 883,602 |
Note 1: The balances include financial assets at amortized cost, which comprise cash and cash equivalent, notes receivable, accounts receivable, other receivables, financial assets at amortized cost, and refundable deposit.
Note 2: The balances include financial liabilities at amortized cost, which comprise short-term borrowings, accounts payable, other payables, long-term borrowings (including those due within one year), and guarantee deposit.
c. Financial risk management objectives and policies
The Group’s financial department provides services for each business unit, coordinates access to domestic and international financial markets, and monitors and manages financial risks related to the operations of the Group through internal risk reports by analyzing exposures according to the degree and magnitude of risks. These risks include market risk (including foreign currency risk and interest rate risk), credit risk and liquidity risk.
The Group seeks to minimize the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives is
governed by the Group’s policies which are approved by the board of directors who provide written principles on foreign currency risk, interest rate risk, credit risk, the use of financial derivatives and non-derivative financial instruments, and the investment of excess liquidity. Compliance with policies and exposure limits is reviewed by the board of directors on a continuous basis. The Group did not engage in nor trade financial instruments, including derivative financial instruments, for speculative purposes.
1) Market risk
The Group’s operating activities main market risks are those of changes in foreign currency exchange rates and interest rates.
There has been no change to the Group’s exposure to market risks or the manner in which these risks are managed and measured.
a) Foreign currency risk
Several subsidiaries of the Company have foreign currency sales and purchases, which exposes the Group to foreign currency risk. The Group’s exchange rate exposures are managed within approved policy parameters utilizing foreign exchange derivatives to manage risk.
For the carrying amount of the Group’s foreign currency denominated monetary assets and liabilities (including those eliminated upon consolidation) and of the derivatives exposed to foreign currency risk at the end of the reporting period, please refer to Note 30.
Sensitivity analysis
The Group’s sensitivity analysis mainly focuses on the foreign currency risk of U.S. dollars at the end of the reporting period. When the Group’s functional currency appreciate/depreciate against U.S. Dollars by 1%, the Group’s net income before tax from January 1 to June 30, 2025 and 2024 would have increased/decreased by NT$5,565 thousand and NT$13,096 thousand, respectively.
The above sensitivity analysis is based on the amount of foreign currency exposures at the end of the reporting period. Therefore, management believes that the sensitivity does not reflect the risk exposure for the period.
- 37 -
b) Interest rate risk
The Group is exposed to interest rate risk because entities in the Group borrow funds at both fixed and floating interest rates. The Group manages its interest rate risk by maintaining a balanced portfolio of fixed and floating interest rates.
The carrying amount of the Group's financial assets and financial liabilities with exposure to interest rates at the end of the reporting period was as follows:
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Fair value interest rate risk | |||
| - Financial assets | $ 476,005 | $ 605,675 | $ 859,845 |
| - Financial liabilities | 128,125 | 66,037 | 87,719 |
| Cash flow interest rate risk | |||
| - Financial assets | 962,845 | 965,291 | 713,658 |
| - Financial liabilities | 83,983 | 87,467 | 93,841 |
Sensitivity analysis of interest rates
The sensitivity analysis of interest rates was determined based on the Group's exposure to interest rates for non-derivative instruments at the end of the reporting period. For floating rate financial assets and liabilities, the analysis was conducted with the assumption that the amount of each asset and liability outstanding at the end of the reporting period was outstanding for the whole year. A 25 basis point (0.25%) increase or decrease is used when internally reporting interest rate risk to key management. This represents the management team's assessment of the reasonably possible change in interest rates.
If interest rates had increased by 0.25% and all other variables were held constant, the Group's net income before tax from January 1 to June 30, 2025 and 2024 would have increased by NT$1,099 thousand and NT$775 thousand, respectively, which was mainly attributable to the Group's exposure to interest rates on its variable-rate bank deposits and borrowings.
- 38 -
2) Credit risk
Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in financial loss to the Group. As of the end of the reporting period, the Group’s maximum exposure to credit risk (the maximum irrevocable amount excluding the collateral or other credit enhancement instruments), which would have caused a financial loss to the Group due to the failure of the counterparty to perform its obligation and the financial guarantees provided by the Group, could be equal to the total of the following:
a) The carrying amount of the respective recognized financial assets as stated in the consolidated balance sheets.
b) The amount of contingent liabilities in relation to financial guarantees issued by the Group.
The Group adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. The Group’s exposure and the credit ratings of its counterparties are continuously monitored. The Group also checks between the transaction amount and credit limit periodically and adjusts the limit in time to control credit risk.
The counterparties of the Group’s accounts receivables included numerous clients distributed over a variety of areas, and were not centered on a single client or location. Furthermore, the Group continuously assesses the financial condition of its clients; therefore, the credit risk is not significant to the Group. At the end of the reporting period, the Group’s largest exposure on credit risk approximates the carrying amount of its financial assets.
3) Liquidity risk
The Group manages liquidity risk by monitoring and maintaining a level of cash and financing facilities deemed adequate to finance the Group’s operations whilst mitigating the effects of fluctuations in cash flows.
The Group relies on bank borrowings as a significant source of liquidity. As of June 30, 2025, December 31, 2024, and June 30, 2024, the Group’s undrawn available short-term bank loan facilities are set out in (2) below.
- 39 -
a) Tables of liquidity and interest rate risk for non-derivative financial liabilities
The following tables detail the Group's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables were drawn up based on the undiscounted cash flows of financial liabilities from the earliest date on which the Group can be required to pay. These tables include both interest and principal cash flows.
June 30, 2025
| On demand or less than one year | 1 to 5 years | Over 5 years | |
|---|---|---|---|
| Non-derivative financial liabilities | |||
| Non-interest bearing liabilities | $ 1,044,130 | $ 5,413 | $ 2,010 |
| Lease liabilities | 38,686 | 80,240 | - |
| Variable interest rate instruments | 8,361 | 35,262 | 40,360 |
| Fixed interest rate instruments | 13,053 | 101 | - |
| $ 1,104,230 | $ 121,016 | $ 42,370 |
December 31, 2024
| On demand or less than one year | 1 to 5 years | Over 5 years | |
|---|---|---|---|
| Non-derivative financial liabilities | |||
| Non-interest bearing liabilities | $ 740,817 | $ 5,750 | $ 2,421 |
| Lease liabilities | 34,117 | 32,812 | - |
| Variable interest rate instruments | 8,357 | 34,925 | 44,185 |
| Fixed interest rate instruments | - | 242 | - |
| $ 783,291 | $ 73,729 | $ 46,606 |
June 30, 2024
| On demand or less than one year | 1 to 5 years | Over 5 years | |
|---|---|---|---|
| Non-derivative financial liabilities | |||
| Non-interest bearing liabilities | $ 1,031,568 | $ 6,229 | $ 3,062 |
| Lease liabilities | 45,454 | 43,461 | - |
| Variable interest rate instruments | 9,733 | 34,527 | 49,581 |
| Fixed interest rate instruments | 305 | 167 | - |
| $ 1,087,060 | $ 84,384 | $ 52,643 |
b) Financing facilities
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Bank loan facilities - Amount undrawn | $1,464,034 | $1,647,266 | $1,616,356 |
- Related Party Transactions
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Besides the information disclosed elsewhere in other notes, details on transactions between the Group and other related parties are disclosed below:
Remuneration of key management personnel
| From April 1 to June 30, 2025 | From April 1 to June 30, 2024 | From January 1 to June 30, 2025 | From January 1 to June 30, 2024 | |
|---|---|---|---|---|
| Short-term employee benefits | $ 13,046 | $ 15,286 | $ 27,788 | $ 31,088 |
| Post-employment benefits | 918 | 774 | 1,844 | 1,524 |
| Share-based payments | - | 267 | - | 534 |
| $ 13,964 | $ 16,327 | $ 29,632 | $ 33,146 |
The remuneration of directors and key executives of the Company was determined based on the performance of individuals and market trends.
- 42 -
28. Pledged Assets
The following assets of the Group are provided as collateral for bank borrowings:
| June 30, 2025 | December 31, 2024 | June 30, 2024 | |
|---|---|---|---|
| Restricted bank deposits | $ 12 | $ 13 | $ 13 |
| Property, plants, and equipment | |||
| - net | 207,467 | 209,373 | 211,279 |
| $ 207,479 | $ 209,386 | $ 211,292 |
29. Significant or Contingent Liabilities and Unrecognized Commitments
In addition to those mentioned in other notes, significant commitments of the Group as at the balance sheet date are as follows:
Significant Commitments
The Group signed an investment agreement with Pexus Industry Technology Limited Corporation on April 21, 2025, with a total investment amount of RMB12,833 thousand. As of June 30, 2025, a prepayment of RMB6,000 thousand has been made for investment, and the remaining RMB6,833 thousand has not yet been paid.
30. Significant Assets and Liabilities Denominated in Foreign Currencies
The significant financial assets and liabilities of the entities in the Group are aggregated and expressed in foreign currencies other than functional currencies. The related exchange rates between foreign currencies and respective functional currencies. Foreign currency assets and liabilities with a significant impact are as follows:
June 30, 2025
| Foreign currencies (in thousands) | Exchange rate | Carrying amount | |
|---|---|---|---|
| Foreign currency assets | |||
| Monetary items | |||
| USD | $ 7,924 | 7.159 (USD: RMB) | $ 232,166 |
| USD | 20,022 | 7.851 (USD: HKD) | 586,645 |
| USD | 3,981 | 29.300 (USD: NTD) | 116,635 |
| EUR | 4,866 | 9.204 (EUR: HKD) | 167,151 |
| Foreign currency liabilities | |||
| Monetary items | |||
| USD | 2,777 | 7.159 (USD: RMB) | 81,355 |
| USD | 5,806 | 7.851 (USD: HKD) | 170,100 |
| USD | 4,352 | 29.300 (USD: NTD) | 127,502 |
| RMB | 76,611 | 1.097 (RMB: HKD) | 313,558 |
December 31, 2024
| Foreign currencies (in thousands) | Exchange rate | Carrying amount | |
|---|---|---|---|
| Foreign currency assets | |||
| Monetary items | |||
| USD | $ 15,856 | 7.188 (USD: RMB) | $ 519,837 |
| USD | 24,126 | 7.765 (USD: HKD) | 790,965 |
| USD | 3,433 | 32.785 (USD: NTD) | 112,541 |
| EUR | 2,285 | 8.086 (EUR: HKD) | 78,004 |
| Foreign currency liabilities | |||
| Monetary items | |||
| USD | 2,198 | 7.188 (USD: RMB) | 72,072 |
| USD | 7,249 | 7.765 (USD: HKD) | 237,655 |
| USD | 3,059 | 32.785 (USD: NTD) | 100,285 |
| RMB | 73,936 | 1.080 (RMB: HKD) | 337,222 |
June 30, 2024
| Foreign currencies (in thousands) | Exchange rate | Carrying amount | |
|---|---|---|---|
| Foreign currency assets | |||
| Monetary items | |||
| USD | $ 22,831 | 7.127 (USD: RMB) | $ 740,854 |
| USD | 29,851 | 7.810 (USD: HKD) | 968,642 |
| USD | 3,002 | 32.450 (USD: NTD) | 97,418 |
| EUR | 2,628 | 8.354 (EUR: HKD) | 91,210 |
| Foreign currency liabilities | |||
| Monetary items | |||
| USD | 1,719 | 7.127 (USD: RMB) | 55,772 |
| USD | 9,498 | 7.810 (USD: HKD) | 308,218 |
| USD | 4,110 | 32.450 (USD: NTD) | 133,368 |
| RMB | 92,244 | 1.096 (RMB: HKD) | 419,984 |
The Group's gain/loss on foreign exchange for the three months ended June 30, 2025 and 2024 and the six months ended June 30, 2025 and 2024 was NT$(16,396) thousand, NT$8,849 thousand, NT$(13,618) thousand, and NT$13,098 thousand, respectively. It is impractical to disclose net foreign exchange gains or losses by each significant foreign currency due to the variety of the foreign currency transactions and functional currencies of the entities in the Group.
- Separately Disclosed Items
a. Information on significant transactions:
1) Financing provided. (Table 1)
2) Endorsements/guarantees provided. (Table 2)
3) Significant holdings of securities (excluding equity in subsidiaries, affiliated companies, and joint ventures) at the end of period. (Table 3)
4) Total purchases from or sales to related parties amounted to at least NT$100 million or 20% of the paid-in capital or more. (Table 4)
5) Receivables from related parties amounted to at least NT$100 million or 20% of the paid-in capital or more. (Table 5)
6) Others: The business relationship between the parent and the subsidiaries and significant transactions between them. (Table 8)
b. Information on investees (Table 6)
c. Information on Investments in China:
1) The name of the investee in China, the main businesses and products, its issued capital, method of investment, information on inflow or outflow of capital, percentage of ownership, income (losses) of the investee, share of profits/losses of investee, ending balance, amount received as dividends from the investee, and the limitation on the amount of investment in China. (Table 7)
2) Any of the following significant transactions with investee companies in China, either directly or indirectly through a third party, as well as their prices, payment terms, and unrealized gains or losses: (Tables 2, 4, 5, and 8)
a) The amount and percentage of purchases as well as the balance and percentage of the related payables at the end of the period.
b) The amount and percentage of sales as well as the balance and percentage of the related receivables at the end of the period.
c) The amount of property transactions and the amount of the resultant gains or losses.
d) The balance of negotiable instrument endorsements, guarantees, or pledges of collateral at the end of the period and their purposes.
e) The highest balance, balance at the end of period, the interest rate range, and the interest in the total current period with respect to financing of funds.
f) Other transactions that have a significant effect on the profit or loss for the period or on the financial position, such as the rendering or receipt of services.
- 44 -
- Segment Information
The Group mainly engages in the production and sales of CCL, IMS, and prepreg. The chief operating decision maker uses company-wide financial information to allocate resources and measure performance. In accordance with the requirements of IFRS 8 “Operating Segments,” the Group provides information to the chief operating decision maker to allocate resources and assess the performance of the segments by focusing on the location of operations. The reportable segments should include “Asia” and “Europe and America.”
Segment revenue and results
The following was an analysis of the Group’s revenue and results from continuing operations by reportable segments:
| From January 1 to June 30, 2025 | ||||
|---|---|---|---|---|
| Asia | Europe and America | Elimination of inter-segment revenue | Total | |
| Revenue from external customers | $1,548,130 | $ 577,293 | $ - | $2,125,423 |
| Inter-segment revenue | 862,091 | 5,380 | ( 867,471 ) | - |
| Consolidated revenue | $2,410,221 | $ 582,673 | ($ 867,471 ) | $2,125,423 |
| Segment income | $ 168,220 | $ 5,067 | $ - | $ 173,287 |
| Interest income | 14,443 | |||
| Other income | 8,712 | |||
| Other gains and losses | ( 15,020 ) | |||
| Interest expenses | ( 1,964 ) | |||
| Net income before tax | $ 179,458 | |||
| From January 1 to June 30, 2024 | ||||
| Asia | Europe and America | Elimination of inter-segment revenue | Total | |
| Revenue from external customers | $1,622,212 | $ 571,865 | $ - | $2,194,077 |
| Inter-segment revenue | 866,264 | 5,861 | ( 872,125 ) | - |
| Consolidated revenue | $2,488,476 | $ 577,726 | ($ 872,125 ) | $2,194,077 |
| Segment income | $ 202,347 | ($ 4,815 ) | $ - | $ 197,532 |
| Interest income | 21,342 | |||
| Other income | 5,562 | |||
| Other gains and losses | 11,478 | |||
| Interest expenses | ( 1,162 ) | |||
| Net income before tax | $ 234,752 |
- 45 -
Segment income represents the profit before tax earned by each segment excluding interest income, other income, other gains and losses, and interest expense. This was the measure reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance.
The segment information provided by the Group to its the chief operating decision maker does not include the assets and liabilities of each operating segment. Therefore, the segment information also does not include the measurement of assets and liabilities of the operating segments.
- 46 -
Ventec International Group Co., Ltd. and Subsidiaries
Financing Provided
From January 1 to June 30, 2025
Table 1
Unit: In Thousands of NTD, Unless Specified Otherwise
| No. (Note 1) | Lender | Borrower | Financial statement account | Related parties | Highest balance for the period (Note 4) | Ending balance (Note 4) | Actual borrowing amount (Note 4) | Interest rate | Nature for financing (Note 2) | Business transaction amount | Reason for short-term financing | Allowance for bad debts | Collateral | Financing limit for each borrower (Notes 3 and 4) | Financing company's total financing amount limits (Notes 5 and 6) | Note | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||||
| 1 | VT HK | VIG SAMOA | Other receivables | Yes | $ 387,141 | $ 294,377 | $ 294,377 | - | 2 | $ - | Operating | $ - | (None) | $ - | $ 2,506,890 | $ 5,013,780 | |||
| (USD 13,213) | (USD 10,047) | (USD 10,047) | capital needed | (USD 85,580) | (USD 171,120) | ||||||||||||||
| 1 | VT HK | VT UK | Other receivables | Yes | 102,550 | 26,370 | 26,370 | 1.88% | 2 | - | Operating | - | (None) | - | 2,506,890 | 5,013,780 | |||
| (USD 3,500) | (USD 900) | (USD 900) | capital needed | (USD 85,580) | (USD 171,120) | ||||||||||||||
| 1 | VT HK | VT USA | Other receivables | Yes | 117,200 | 117,200 | - | - | 2 | - | Operating | - | (None) | - | 2,506,890 | 5,013,780 | |||
| (USD 4,000) | (USD 4,000) | capital needed | (USD 85,580) | (USD 171,120) | |||||||||||||||
| 1 | VT HK | VT DE | Other receivables | Yes | 132,348 | 132,348 | 132,348 | 1.88% | 2 | - | Operating | - | (None) | - | 2,506,890 | 5,013,780 | |||
| (USD 4,517) | (USD 4,517) | (USD 4,517) | capital needed | (USD 85,580) | (USD 171,120) |
Note 1: The number "0" represents the Company. The subsidiaries are numbered in order from number 1.
Note 2: Types of financing were as follows:
1. Business and trade.
2. Short-term financing.
Note 3: The limitations of financing amounts were as follows:
1. Financing provided by the Company cannot exceed 50% of the Company's net asset value.
2. The financing limits where the Company directly and indirectly holds voting right shares of subsidiaries at 100% are as follows: The total and individual financing amount cannot exceed 20 times and 10 times of the Company's net asset value, respectively. The calculation of net asset value was based on lender's net asset value as of June 30, 2025.
Note 4: The calculation was based on the spot exchange rate of USD to NTD on June 30, 2025.
Note 5: All intercompany transactions have been eliminated on consolidation.
Ventec International Group Co., Ltd. and Subsidiaries
Endorsements/Guarantees Provided
From January 1 to June 30, 2025
Table 2
Unit: In Thousands of NTD, Unless Specified Otherwise
| No. (Note 1) | Endorser/guarantor | Endorsee/guarantee | Limit on endorsements/guarantees provided to a single party (Notes 2 and 3) | Maximum amount endorsed/guaranteed for the period (Note 3) | Outstanding endorsement/guarantee at the end of period (Note 3) | Actual borrowing amount (Note 3) | Amount of endorsements/guarantees secured by assets | Ratio of accumulated endorsement/guarantee to net equity in the latest financial statements | Maximum endorsed/guaranteed amount (Notes 2 and 3) | Parent company to subsidiary (Note 4) | Subsidiary to parent company (Note 4) | Parent company to subsidiary in China (Note 4) | Note | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Relationship | |||||||||||||
| 0 | VIG CAYMAN | VT HK | Subsidiary | $ 6,248,410 | $ 366,250 | $ 336,950 | $ 13,039 | $ - | 10.79% | $ 12,496,820 | Y | N | N | |
| (USD 213,258) | (USD 12,500) | (USD 11,500) | (USD 445) | (USD 426,516) | ||||||||||
| 0 | VIG CAYMAN | VT TW | Subsidiary | 6,248,410 | 880,494 | 880,494 | 83,974 | - | 28.18% | 12,496,820 | Y | N | N | |
| (USD 213,258) | (USD 30,051) | (USD 30,051) | (USD 2,866) | (USD 426,516) | ||||||||||
| 0 | VIG CAYMAN | VT SZ | Subsidiary | 6,248,410 | 117,200 | - | - | - | - | 12,496,820 | Y | N | Y | |
| (USD 213,258) | (USD 4,000) | (USD 426,516) | ||||||||||||
| 0 | VIG CAYMAN | VT UK | Subsidiary | 6,248,410 | 29,300 | 29,300 | - | - | 0.94% | 12,496,820 | Y | N | N | |
| (USD 213,258) | (USD 1,000) | (USD 1,000) | (USD 426,516) | |||||||||||
| 0 | VIG CAYMAN | VT DE | Subsidiary | 6,248,410 | 43,950 | 43,950 | - | - | 1.41% | 12,496,820 | Y | N | N | |
| (USD 213,258) | (USD 1,500) | (USD 1,500) | (USD 426,516) | |||||||||||
| 0 | VIG CAYMAN | VT TH | Subsidiary | 6,248,410 | 29,300 | 29,300 | - | - | 0.94% | 12,496,820 | Y | N | N | |
| (USD 213,258) | (USD 1,000) | (USD 1,000) | (USD 426,516) | |||||||||||
| 1 | VIG HK | VT UK | Fellow subsidiary | 234,708 | 8,673 | 8,673 | - | - | 0.37% | 469,416 | N | N | N | |
| (USD 8,011) | (USD 296) | (USD 296) | (USD 16,021) | |||||||||||
| 2 | VT TW | VT HK | Fellow subsidiary | 2,275,720 | 439,500 | 439,500 | - | - | 96.56% | 2,730,864 | N | N | N | |
| (USD 77,670) | (USD 15,000) | (USD 15,000) | (USD 93,204) |
Note 1: The number "0" represents the Company. The subsidiaries are numbered in order from number 1.
Note 2: The limits of endorsements/guarantees amounts were as follows:
- For VIG CAYMAN, the total amount of endorsement/guarantee provided and the limit on endorsement/guarantee amounts provided to each guaranteed party cannot exceed 400% and 200% of the Company's net asset value, respectively. This net asset value is based on June 30, 2025 net value.
- For VIG HK, the total amount of endorsement/guarantee provided and the limit on endorsement/guarantee amounts provided to each guaranteed party cannot exceed 20% and 10% of the Company's net asset value, respectively. This net asset value is based on June 30, 2025 net value.
- For VT TW, the total amount of endorsement/guarantee provided and the limit on endorsement/guarantee amounts provided to each guaranteed party cannot exceed 600% and 500% of the Company's net asset value, respectively. This net asset value is based on June 30, 2025 net value.
Note 3: The calculation was based on the spot exchange rate of USD to NTD on June 30, 2025.
Note 4: Endorsement/guarantee given by a parent which is a listed company on behalf of subsidiaries, endorsement/guarantee given by subsidiaries on behalf of a parent which is a listed company, and endorsement/guarantee given on behalf of companies in China must fill in Y.
Ventec International Group Co., Ltd. and Subsidiaries
Significant holdings of securities at the end of period
June 30, 2025
Table 3
Unit: In Thousands of NTD, Unless Specified Otherwise
| Securities held by | Type and name of security | Relationship with the securities issuer | General ledger account | End of period | Note | |||
|---|---|---|---|---|---|---|---|---|
| Number of shares | Carrying amount (Notes 1 and 2) | Percentage of ownership (%) | Fair value (Notes 1 and 2) | |||||
| VT HK | Corporate bonds | |||||||
| Wells Fargo & Company | - | Financial assets at amortized cost | ||||||
| - Non-current | - | $ 9,085 | ||||||
| (USD 310) | - | $ 9,085 | ||||||
| (USD 310) | ||||||||
| Morgan Stanley | - | Financial assets at amortized cost | ||||||
| - Non-current | - | 8,905 | ||||||
| (USD 304) | - | 8,905 | ||||||
| (USD 304) | ||||||||
Note 1: The calculation was based on the spot exchange rate of USD to NTD on June 30, 2025.
Note 2: Net value is calculated at amortized cost.
Ventec International Group Co., Ltd. and Subsidiaries
Total Purchases from or Sales to Related Parties Amounting to at Least NT$100 Million or 20% of the Paid-in Capital or More
From January 1 to June 30, 2025
Table 4
Unit: In Thousands of NTD, Unless Specified Otherwise
| Company name | Counterparty | Relationship | Transaction details | Circumstances and reasons for the differences of the trading terms from the general ones | Notes/accounts receivables (payables) | Note | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/sale | Amount (Note 1) | Ratio to total purchase/sale (%) | Payment terms | Unit price | Payment terms | Balance (Note 2) | Ratio to total notes/accounts receivable (payable) (%) | ||||
| VT HK | VT SZ | The same ultimate parent | Purchase | $ 355,372 (USD 11,178) | 99% | 120 days | No major difference | No major difference | ($ 410,990) (USD 14,027) | 100% | |
| VT HK | VT TW | The same ultimate parent | Sale | ( 121,667) (USD 3,822) | 28% | 120 days | No major difference | No major difference | 115,533 (USD 3,943) | 48% | |
| VT SZ | VT HK | The same ultimate parent | Sale | ( 355,372) (USD 11,178) | 22% | 120 days | No major difference | No major difference | 410,990 (USD 14,027) | 33% | |
| VT TW | VT HK | The same ultimate parent | Purchase | 121,667 (USD 3,822) | 59% | 120 days | No major difference | No major difference | ( 115,533) (USD 3,943) | 71% |
Note 1: The calculation was based on the average exchange rate of USD to NTD from January 1, 2025 to June 30, 2025.
Note 2: The calculation was based on the spot exchange rate of USD to NTD on June 30, 2025.
Note 3: All intercompany transactions have been eliminated on consolidation.
Ventec International Group Co., Ltd. and Subsidiaries
Receivables from Related Parties Amounting to at Least NT$100 Million or 20% of the Paid-in Capital or More
June 30, 2025
Table 5
Unit: In Thousands of NTD, Unless Specified Otherwise
| Name | Counterparty | Relationship | Balance of receivables from related parties (Note 2) | Turnover rate | Overdue receivables from related parties | Amounts received from related parties after the balance sheet date (Notes 1 and 2) | Allowance for bad debts | |
|---|---|---|---|---|---|---|---|---|
| Amount (Note 2) | Actions taken | |||||||
| VT SZ | VT HK | The same ultimate parent | $ 410,990 | |||||
| (USD 14,027) | 1.60 | $ 141,694 | ||||||
| (USD 4,836) | Improve collection efforts | $ 37,299 | ||||||
| (USD 1,273) | $ - | |||||||
| VT HK | VT TW | The same ultimate parent | 115,533 | |||||
| (USD 3,943) | 2.45 | 37,914 | ||||||
| (USD 1,294) | Improve collection efforts | 19,719 | ||||||
| (USD 673) | - |
Note 1: The amounts received from related parties after the balance sheet date refer to those recovered on August 1, 2025.
Note 2: The calculation was based on the spot exchange rate of USD to NTD on June 30, 2025.
Note 3: All intercompany transactions have been eliminated on consolidation.
- 51 -
Ventec International Group Co., Ltd. and Subsidiaries
Information on Investees
From January 1 to June 30, 2025
Table 6
Unit: In Thousands of NTD, Unless Specified Otherwise
| Investor | Investee | Location | Main business operation | Initial investment amount | Shares held at the end of period | Profit (loss) of the investee for the period (Note 2) | Gain and loss on investment recognized in the period (Notes 2 and 3) | Note | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| End of the period (Note 1) | End of last year (Note 1) | Number of shares | Ratio (%) | Carrying amount (Notes 1 and 3) | |||||||
| VIG CAYMAN | VIG SAMOA | Samoa | General investment | $ 1,365,368 | $ 1,365,368 | 46,600,000 | 100 | $ 3,100,368 | $ 219,015 | $ 219,015 | Subsidiary |
| VIG SAMOA | VIG HK | Hong Kong | General investment | (USD 46,600) | (USD 46,600) | (USD 105,816) | (USD 6,960) | (USD 6,960) | |||
| 911,260 | 911,260 | 31,110,000 | 100 | 2,347,078 | 158,755 | 158,755 | Subsidiary | ||||
| VLL | British Virgin Islands | General investment | (USD 31,101) | (USD 31,101) | (USD 80,106) | (USD 5,047) | (USD 5,047) | ||||
| VT HK | Hong Kong | International trade | 288,645 | 234,713 | 24,627 | 100 | 86,140 | 9,976 | 9,976 | Subsidiary | |
| VT TW | Taiwan | Manufacturing and sales of CCL, IMS, and prepreg | 70,357 | 70,357 | 10,000 | 100 | 250,689 | 58,825 | 58,825 | Subsidiary | |
| VT UK | United Kingdom | Sale of CCL, IMS, and prepreg | 38,819 | 38,819 | 807,334 | 100 | 105,250 | 9,678 | 9,678 | Subsidiary | |
| VT DE | Germany | Sale of CCL, IMS, and prepreg | 202,266 | 202,266 | 400,000 | 100 | 63,418 | (GBP 2,621) | (GBP 233) | Subsidiary | |
| VT TH | Thailand | Manufacturing and sales of CCL, IMS, and prepreg | 140,639 | 140,639 | 63,999,998 | 100 | 143,354 | (EUR -470) | (EUR -470) | Subsidiary | |
| VLL | United States | Sale of CCL, IMS, and prepreg | 217,545 | 217,545 | - | 100 | 86,140 | 9,976 | 9,976 | Subsidiary |
Note 1: The calculation was based on the spot exchange rate of each foreign currency to NTD on June 30, 2025.
Note 2: The calculation was based on the average exchange rate of each foreign currency from January 1 to June 30, 2025.
Note 3: All intercompany transactions have been eliminated on consolidation.
Note 4: Please refer to Table 7 for information on investees in China.
Ventec International Group Co., Ltd. and Subsidiaries
Information on Investments in China
From January 1 to June 30, 2025
Table 7
Unit: In Thousands of NTD, Unless Specified Otherwise
| Name of the investee in China | Main business operation | Paid-in capital (Notes 1 and 3) | Investment method | Accumulated remittance from Taiwan to China at the beginning of the period | Remittance from Taiwan to China or remittance back to Taiwan for the period | Accumulated remittance from Taiwan to China at the end of the period | Profit (loss) of the investee for the period (Note 2) | Shareholding ratio of the Company's direct or indirect investment (%) | Gain and (loss) on investment recognized in the period (Notes 2 and 4) | Carry amount of investments at the end of period (Notes 3 and 4) | Remittance of investment gains back to Taiwan as of the end of the period | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remittance to China | Remittance back to Taiwan | |||||||||||
| VT SZ | Research and development, manufacturing, and sales of CCL, IMS, and prepreg | $ 1,205,232 (USD 36,600) (RMB 294,466) | Indirect investment | $ - | $ - | $ - | $ - | $ 186,164 (RMB 42,518) | 100.00% | $ 186,164 (RMB 42,518) | $ 2,337,170 (RMB 571,025) | $ - |
| VT JY | Manufacturing and sales of CCL, IMS, and prepreg | 116,871 (USD 3,000) (RMB 28,554) | Indirect investment | - | - | - | - | ( 8,154) (RMB -1,877) | 100.00% | ( 8,154) (RMB -1,877) | 123,751 (RMB 30,235) | - |
| Tengqiang Investment | General investment | 52,525 (RMB 12,833) | Indirect investment | - | - | - | - | ( 200) (RMB -48) | 99.99% | ( 200) (RMB -48) | 52,329 (RMB 12,785) | - |
| Accumulated amount of remittance from Taiwan to China as of the end of the period | Investment amounts authorized by the Investment Commission, MOEA | The maximum limit for investments in China imposed by the Investment Commission, MOEA | ||||||||||
| --- | --- | --- | ||||||||||
| $ - | $ - | $ - |
Note 1: It is calculated based on historical cost.
Note 2: The calculation was based on the average exchange rate of each foreign currency from January 1 to June 30, 2025.
Note 3: The calculation was based on the spot exchange rate of each foreign currency to NTD on June 30, 2025.
Note 4: All intercompany transactions have been eliminated on consolidation.
Ventec International Group Co., Ltd. and Subsidiaries
The business relationship between the parent and the subsidiaries and significant transactions between them
From January 1 to June 30, 2025
Table 8
Unit: In Thousands of NTD, Unless Specified Otherwise
| No. (Note 1) | Company | Counterparty | Relationship (Note 2) | Transactions details | ||||
|---|---|---|---|---|---|---|---|---|
| Financial statement accounts | Amount | Amount (USD) | Transaction terms | Ratio of total sales or assets (%) | ||||
| 1 | VT HK | VT TW | 3 | Accounts receivable | $ 115,533 | $ 3,943 | No major difference | 2% |
| 1 | VT HK | VT DE | 3 | Accounts receivable | 57,775 | 1,972 | No major difference | 1% |
| 1 | VT HK | VT DE | 3 | Other receivables | 133,099 | 4,543 | No major difference | 3% |
| 1 | VT HK | VIG SAMOA | 3 | Other receivables | 294,377 | 10,047 | No major difference | 6% |
| 1 | VT HK | VT TW | 3 | Sale | 121,667 | 3,822 | No major difference | 6% |
| 1 | VT HK | VT DE | 3 | Sale | 93,207 | 2,922 | No major difference | 4% |
| 1 | VT HK | VT UK | 3 | Sale | 44,779 | 1,403 | No major difference | 2% |
| 1 | VT HK | VT SZ | 3 | Sale | 95,304 | 2,994 | No major difference | 4% |
| 2 | VT SZ | VT HK | 3 | Sale | 355,372 | 11,178 | No major difference | 17% |
| 2 | VT SZ | VT HK | 3 | Accounts receivable | 410,990 | 14,027 | No major difference | 9% |
| 3 | VT JY | VT SZ | 3 | Accounts receivable | 69,201 | 2,362 | No major difference | 1% |
| 3 | VT JY | VT SZ | 3 | Sale | 52,427 | 1,647 | No major difference | 2% |
| 4 | VT TW | VT USA | 3 | Accounts receivable | 89,967 | 3,071 | No major difference | 2% |
| 4 | VT TW | VT USA | 3 | Sale | 89,878 | 2,868 | No major difference | 4% |
Note 1: The number 0 represents the parent company. The other numbers indicate subsidiaries.
Note 2: No. 1 represents the transactions from the parent company to the subsidiary. No. 2 represents the transactions from the subsidiary to the parent company. No. 3 represents the transactions between subsidiaries.
Note 3: All intercompany transactions have been eliminated on consolidation.