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Grand Ocean Retail Group Limited — Interim / Quarterly Report 2026
Jun 29, 2026
52497_rns_2026-06-29_b8625ad0-df5c-4591-b715-0f1f4577f557.pdf
Interim / Quarterly Report
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Stock Code: 5907
GRAND OCEAN RETAIL GROUP LTD. AND SUBSIDIARIES
Consolidated Financial Statements
With Independent Auditors’ Review Report
For the Three Months Ended March 31, 2026 and 2025
Company Address: P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman KY1-1205, Cayman Islands.
Taipei Office: 14F., No. 237, Sec. 2, Fuxing S. Rd., Da’an Dist., Taipei City 106, Taiwan (R.O.C.)
TEL: (02) 2707-8833
The independent auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and consolidated financial statements, the Chinese version shall prevail.
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TABLE OF CONTENTS
| CONTENTS | Page | |
|---|---|---|
| I. | Cover | 1 |
| II. | Table of Contents | 2 |
| III. | Independent Auditors’ Review Report | 3 |
| IV. | Consolidated Balance Sheet (NTD) | 4 |
| IV-1. | Consolidated Balance Sheet (RMB) | 5 |
| V. | Consolidated Income Statement (NTD) | 6 |
| V-1. | Consolidated Income Statement (RMB) | 7 |
| VI. | Consolidated Statement of Changes in Shareholders' Equity (NTD) | 8 |
| VI-1. | Consolidated Statement of Changes in Shareholders' Equity (RMB) | 9 |
| VII. | Consolidated Statement of Cash Flows (NTD) | 10 |
| VII-1. | Consolidated Statement of Cash Flows (RMB) | 11 |
| VIII. | Note of Consolidated Financial Statements | |
| 1. Company history | 12 | |
| 2. Approval date and procedures of the consolidated financial statements | 12 | |
| 3. New standards, amendments and interpretations adopted | 12~14 | |
| 4. Summary of significant accounting policies | 14~17 | |
| 5. Significant accounting assumptions and judgments, and major sources of estimation uncertainty | 17 | |
| 6. Explanation of significant accounts | 17~44 | |
| 7. Related-party transactions | 44~46 | |
| 8. Pledged assets | 47 | |
| 9. Significant contingent liabilities and unrecognized contract commitments | 47~50 | |
| 10. Losses due to major disasters | 50 | |
| 11. Subsequent events | 50 | |
| 12. Others | 50~51 | |
| 13. Other disclosures | 51~52 | |
| (1) Information on significant transaction | 51 | |
| (2) Information on investees | 52 | |
| (3) Information on investment in mainland China | 52 | |
| 14. Segment information | 52 | |
| 15. Accompanying schedule | 53~63 |
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Independent Auditors' Review Report
To the Board of Directors of Grand Ocean Retail Group Ltd.:
Introduction
We have reviewed the consolidated financial statements of the Grand Ocean Retail Group Ltd. and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of March 31, 2026 and 2025, the consolidated statements of comprehensive income for the three months ended March 31, 2026 and 2025, as well as the changes in equity and cash flows for the three months ended March 31, 2026 and 2025, and notes to the consolidated financial statements, including a summary of significant accounting policies. 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 International Accounting Standards (“IASs”) 34, “Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China. Our responsibility is to express a conclusion on the consolidated financial statements based on our review.
Scope of Review
Except as explained in the Basis for Qualified Conclusion paragraph, we conducted our reviews in accordance with the Standard on Review Engagements 2410, "Review of Financial Information Performed by the Independent Auditor of the Entity" of the Republic of China. A review of the consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the generally accepted auditing standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Basis for Qualified Conclusion
Some of the non-major subsidiaries included in the consolidated financial statements above are based on the financial statements of the investee companies that have not been reviewed by accountants during the same period. As of March 31, 2026 and 2025, the total assets were NT$253,668 thousand and NT$308,055 thousand, respectively, constituting 1.24% and 1.30% of the total consolidated assets, the total liabilities were NT$225,377 thousand and NT$312,739 thousand, respectively, constituting 1.35% and 1.64% of the total consolidated liabilities, the comprehensive profit and loss was NT$1,361 thousand and NT$636 thousand, constituting (3.65)% and (0.54)% of the consolidated comprehensive profit and loss for the three months ended March 31, 2026 and 2025, respectively.
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Conclusion
Based on our reviews, except for the adjustments, if any, as might have been determined to be necessary had the financial statements of the non-major subsidiaries and the equity-method investees as described in the Basis for Qualified Conclusion paragraph above been reviewed, nothing has come to our attention that causes us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the consolidated financial position of the Group as of March 31, 2026 and 2025, and its consolidated financial performance for the three months ended March 31, 2026 and 2025, as well as its consolidated cash flows for the three months ended March 31, 2026 and 2025 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34, "Interim Financial Reporting" endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
The engagement partners on the reviews resulting in this independent auditors' review report are Jun-Ming Pan and Chung-Che Chen.
KPMG
Taipei, Taiwan (Republic of China)
May 14, 2026
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In case of any conflict between the English version and the original Chinese version, or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.
GRAND OCEAN RETAIL GROUP LTD. and Subsidiaries
Consolidated Balance Sheet
March 31, 2026, December 31, 2025, and March 31, 2025
(Expressed in Thousands of New Taiwan Dollars)
| Assets | March 31, 2026 | December 31, 2025 | March 31, 2025 | ||||
|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | ||
| Current assets: | |||||||
| 1100 | Cash and cash equivalents (Note 6(1)) | $ 297,368 | 1 | 243,883 | 1 | 474,868 | 2 |
| 1110 | Financial assets measured at fair value through profit or loss – current (Note 6(2)) | 11,999 | - | 12,394 | - | 12,177 | - |
| 1170 | Accounts receivable, net (Note 6(3)) | 135,326 | 1 | 124,847 | 1 | 127,599 | 1 |
| 1200 | Other receivables (Note 6(3)) | 22,038 | - | 19,387 | - | 47,537 | - |
| 1300 | Inventories – merchandising business | 104,576 | 1 | 107,024 | 1 | 165,469 | 1 |
| 1410 | Pre-payments (Note 7) | 210,609 | 1 | 214,343 | 1 | 263,515 | 1 |
| 1476 | Other financial assets – current (Note 6(7), 8 and 9) | 801,740 | 4 | 746,482 | 4 | 555,432 | 2 |
| 1,583,656 | 8 | 1,468,360 | 8 | 1,646,597 | 7 | ||
| Non-current assets: | |||||||
| 1600 | Property, plants and equipment (Note 6(4) and 8) | 4,896,410 | 24 | 4,813,540 | 22 | 5,225,295 | 22 |
| 1755 | Right-of-use asset (Note 6(5), 7 and 8) | 9,573,589 | 47 | 10,442,396 | 49 | 11,632,682 | 49 |
| 1780 | Intangible assets (Note 6(6)) | 1,557,221 | 8 | 1,505,352 | 7 | 1,696,556 | 7 |
| 1840 | Deferred tax assets (Note 6(13)) | 2,346,565 | 11 | 2,560,055 | 12 | 2,812,095 | 12 |
| 1980 | Other financial assets – non-current (Note 6(7), 7 and 8) | 289,609 | 1 | 274,844 | 1 | 494,216 | 2 |
| 1990 | Other non-current assets (Note 6(14) and 7) | 200,593 | 1 | 194,009 | 1 | 200,444 | 1 |
| 18,863,987 | 92 | 19,790,196 | 92 | 22,061,288 | 93 | ||
| Total assets | $20,447,643 | 100 | 21,258,556 | 100 | 23,707,885 | 100 |
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GRAND OCEAN RETAIL GROUP LTD. and Subsidiaries
Consolidated Balance Sheet
March 31, 2026, December 31, 2025, and March 31, 2025
(Expressed in Thousands of New Taiwan Dollars)
| March 31, 2026 | December 31, 2025 | March 31, 2025 | ||||
|---|---|---|---|---|---|---|
| Liabilities and equity | Amount | % | Amount | % | Amount | % |
| Current liabilities: | ||||||
| 2100 Short-term loans (Note 6(8)) | $ 3,429,003 | 17 | 3,061,449 | 14 | 2,499,861 | 11 |
| 2171 Accounts payable (Note 6(10)) | 811,412 | 4 | 888,289 | 4 | 932,604 | 4 |
| 2219 Other payables (Note 6(4), (10), 7 and 9) | 1,137,803 | 6 | 1,146,360 | 5 | 1,220,261 | 5 |
| 2230 Current tax liabilities | 51,159 | - | 37,119 | - | 43,910 | - |
| 2280 Current lease liabilities (Note 6(11) and 7) | 1,015,398 | 5 | 1,024,169 | 5 | 909,256 | 4 |
| 2322 Current portion of long-term borrowings (Note 6(9)) | 38,394 | - | 37,716 | - | 802,417 | 3 |
| 2399 Other current liabilities | 12,193 | - | 11,793 | - | 12,199 | - |
| 6,495,362 | 32 | 6,206,895 | 28 | 6,420,508 | 27 | |
| Non-current Liabilities: | ||||||
| 2541 Long-term bank loans (Note 6(9)) | - | - | - | - | 39,846 | - |
| 2570 Deferred tax liabilities (Note 6(13)) | 1,751,810 | 9 | 1,984,582 | 9 | 2,242,837 | 9 |
| 2580 Non-current lease liabilities (Note 6(11) and 7) | 7,857,489 | 38 | 8,700,673 | 41 | 9,753,728 | 42 |
| 2645 Deposit received | 561,077 | 3 | 547,178 | 3 | 582,387 | 2 |
| 10,170,376 | 50 | 11,232,433 | 53 | 12,618,798 | 53 | |
| Total liabilities: | 16,665,738 | 82 | 17,439,328 | 81 | 19,039,306 | 80 |
| Equity of owner of parent company (Note 6(14)): | ||||||
| 3100 Share capital | 1,955,310 | 10 | 1,955,310 | 9 | 1,955,310 | 8 |
| 3200 Capital surplus | 3,656,472 | 18 | 3,656,472 | 18 | 4,168,363 | 18 |
| 3350 Unappropriated retained earnings (accumulated deficit) | (1,087,560) | (6) | (890,325) | (4) | (696,152) | (3) |
| 3400 Other equity | (742,317) | (4) | (902,229) | (4) | (758,942) | (3) |
| Total equity | 3,781,905 | 18 | 3,819,228 | 19 | 4,668,579 | 20 |
| Total liabilities and equity | $20,447,643 | 100 | 21,258,556 | 100 | 23,707,885 | 100 |
See accompanying notes to consolidated financial statements.
GRAND OCEAN RETAIL GROUP LTD. and Subsidiaries
Consolidated Balance Sheet
March 31, 2026, December 31, 2025, and March 31, 2025
(Expressed in Thousands of Chinese Yuan Renminbi)
| Assets | March 31, 2026 | December 31, 2025 | March 31, 2025 | ||||
|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | ||
| Current assets: | |||||||
| 1100 | Cash and cash equivalents | $ 64,310 | 1 | 54,541 | 1 | 102,656 | 2 |
| 1110 | Financial assets measured at fair value through profit or loss – current | 2,595 | - | 2,772 | - | 2,632 | - |
| 1170 | Accounts receivable, net | 29,267 | 1 | 27,920 | 1 | 27,584 | 1 |
| 1200 | Other receivables | 4,766 | - | 4,336 | - | 10,276 | - |
| 1300 | Inventories – merchandising business | 22,616 | 1 | 23,934 | 1 | 35,771 | 1 |
| 1410 | Pre-payments | 45,547 | 1 | 47,934 | 1 | 56,966 | 1 |
| 1476 | Other financial assets – current | 173,388 | 4 | 166,938 | 4 | 120,072 | 2 |
| 342,489 | 8 | 328,375 | 8 | 355,957 | 7 | ||
| Non-current assets: | |||||||
| 1600 | Property, plants and equipment | 1,058,922 | 24 | 1,076,468 | 22 | 1,129,595 | 22 |
| 1755 | Right-of-use asset | 2,070,433 | 47 | 2,335,269 | 49 | 2,514,733 | 49 |
| 1780 | Intangible assets | 336,772 | 8 | 336,647 | 7 | 366,759 | 7 |
| 1840 | Deferred tax assets | 507,480 | 11 | 572,514 | 12 | 607,914 | 12 |
| 1980 | Other financial assets – non-current | 62,632 | 1 | 61,464 | 1 | 106,839 | 2 |
| 1990 | Other non-current assets | 43,381 | 1 | 43,387 | 1 | 43,331 | 1 |
| 4,079,620 | 92 | 4,425,749 | 92 | 4,769,171 | 93 | ||
| Total assets | $ 4,422,109 | 100 | 4,754,124 | 100 | 5,125,128 | 100 |
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GRAND OCEAN RETAIL GROUP LTD. and Subsidiaries
Consolidated Balance Sheet
March 31, 2026, December 31, 2025, and March 31, 2025
(Expressed in Thousands of Chinese Yuan Renminbi)
| Liabilities and equity | March 31, 2026 | December 31, 2025 | March 31, 2025 | ||||
|---|---|---|---|---|---|---|---|
| Amount | % | Amount | % | Amount | % | ||
| Current liabilities: | |||||||
| 2100 | Short-term loans | $ 741,574 | 17 | 684,642 | 14 | 540,416 | 11 |
| 2171 | Accounts payable | 175,480 | 4 | 198,651 | 4 | 201,609 | 4 |
| 2219 | Other payables | 246,067 | 6 | 256,364 | 5 | 263,794 | 5 |
| 2230 | Current tax liabilities | 11,064 | - | 8,301 | - | 9,492 | - |
| 2280 | Current lease liabilities | 219,595 | 5 | 229,039 | 5 | 196,561 | 4 |
| 2322 | Current portion of long-term borrowings | 8,303 | - | 8,435 | - | 173,465 | 3 |
| 2399 | Other current liabilities | 2,637 | - | 2,638 | - | 2,637 | - |
| 1,404,720 | 32 | 1,388,070 | 28 | 1,387,974 | 27 | ||
| Non-current liabilities: | |||||||
| 2541 | Long-term bank loans | - | - | - | - | 8,614 | - |
| 2570 | Deferred tax liabilities | 378,855 | 9 | 443,819 | 9 | 484,853 | 10 |
| 2580 | Non-current lease liabilities | 1,699,300 | 38 | 1,945,762 | 41 | 2,108,544 | 41 |
| 2645 | Deposit received | 121,341 | 3 | 122,367 | 3 | 125,900 | 2 |
| 2,199,496 | 50 | 2,511,948 | 53 | 2,727,911 | 53 | ||
| Total liabilities: | 3,604,216 | 82 | 3,900,018 | 81 | 4,115,885 | 80 | |
| Equity of owner of parent company: | |||||||
| 3100 | Share capital | 492,105 | 10 | 492,105 | 9 | 492,105 | 10 |
| 3200 | Capital surplus | 613,189 | 15 | 613,189 | 14 | 728,494 | 14 |
| 3350 | Unappropriated retained earnings (accumulated deficit) | (249,177) | (6) | (205,832) | (3) | (156,203) | (3) |
| 3400 | Other equity | (38,224) | (1) | (45,356) | (1) | (55,153) | (1) |
| Total equity | 817,893 | 18 | 854,106 | 19 | 1,009,243 | 20 | |
| Total liabilities and equity | $ 4,422,109 | 100 | 4,754,124 | 100 | 5,125,128 | 100 |
See accompanying notes to consolidated financial statements.
GRAND OCEAN RETAIL GROUP LTD. and Subsidiaries
Consolidated Income Statement
For the three months ended March 31, 2026 and 2025
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)
| For the three months ended March 31 | |||||
|---|---|---|---|---|---|
| 2026 | 2025 | ||||
| Amount | % | Amount | % | ||
| 4000 | Operating revenues (Note 6(16) | $ 725,245 | 100 | 796,329 | 100 |
| 5000 | Operating costs | 111,397 | 15 | 127,667 | 16 |
| Gross profit | 613,848 | 85 | 668,662 | 84 | |
| 6000 | Operating expenses (Note 6(6), (11), (12) and 7) | 619,006 | 85 | 698,992 | 88 |
| 6450 | Expected credit loss (Note 6(3)) | 816 | - | 12,758 | 2 |
| 619,822 | 85 | 711,750 | 90 | ||
| Operating loss | (5,974) | - | (43,088) | (6) | |
| Non-operating income and expenses: | |||||
| 7100 | Total interest income (Note 6(18)) | 3,382 | - | 7,357 | 1 |
| 7010 | Other revenues (Note 6(18)) | 127 | - | 74 | - |
| 7020 | Other gains and losses (Note 6(18)) | (47,510) | (6) | 13,962 | 2 |
| 7050 | Financial costs (Note 6(11), (18) and 7) | (135,480) | (19) | (151,825) | (19) |
| (179,481) | (25) | (130,432) | (16) | ||
| 7900 | Loss before tax | (185,455) | (25) | (173,520) | (22) |
| 7950 | Deduction: income tax expenses (Note 6(13)) | 11,780 | 2 | 10,741 | 1 |
| Current net loss | (197,235) | (27) | (184,261) | (23) | |
| 8300 | Other comprehensive income: | ||||
| 8360 | Items that may be re-classified subsequently to profit or loss (Note 6(14)) | ||||
| 8361 | Exchange difference on translation of foreign operations | 159,912 | 22 | 66,533 | 8 |
| 8399 | Income tax related to components of other comprehensive income that will be reclassified to profit or loss | - | - | - | - |
| Sum of items that may be re-classified subsequently to profit or loss | 159,912 | 22 | 66,533 | 8 | |
| 8300 | Other comprehensive income (loss) | 159,912 | 22 | 66,533 | 8 |
| Comprehensive income | $ (37,323) | (5) | (117,728) | (15) | |
| Net loss, attributable to: | |||||
| 8610 | Owners of parent | $ (197,235) | (27) | (184,261) | (23) |
| Comprehensive income (loss) attributable to: | |||||
| 8710 | Owners of parent | $ (37,323) | (5) | (117,728) | (15) |
| Loss per share (Note 6(15)) | |||||
| 9750 | Basic loss per share (NT dollars) | $ | (1.01) | (0.94) |
See accompanying notes to consolidated financial statements.
GRAND OCEAN RETAIL GROUP LTD. and Subsidiaries
Consolidated Income Statement
For the three months ended March 31, 2026 and 2025
(Expressed in Thousands of Chinese Yuan Renminbi, Except for Earnings Per Share)
| For the three months ended March 31 | |||||
|---|---|---|---|---|---|
| 2026 | 2025 | ||||
| Amount | % | Amount | % | ||
| 4000 | Operating revenues | $ 159,383 | 100 | 176,753 | 100 |
| 5000 | Operating costs | 24,481 | 15 | 28,337 | 16 |
| Gross profit | 134,902 | 85 | 148,416 | 84 | |
| 6000 | Operating expenses | 136,035 | 85 | 155,148 | 88 |
| 6450 | Expected credit loss | 179 | - | 2,832 | 2 |
| 136,214 | 85 | 157,980 | 90 | ||
| Operating loss | (1,312) | - | (9,564) | (6) | |
| Non-operating income and expenses: | |||||
| 7100 | Total interest income | 743 | - | 1,633 | 1 |
| 7010 | Other revenues | 28 | - | 17 | - |
| 7020 | Other gains and losses | (10,441) | (6) | 3,099 | 2 |
| 7050 | Financial costs | (29,774) | (19) | (33,699) | (19) |
| (39,444) | (25) | (28,950) | (16) | ||
| 7900 | Loss before tax | (40,756) | (25) | (38,514) | (22) |
| 7950 | Deduction: income tax expenses | 2,589 | 2 | 2,384 | 1 |
| Current net loss | (43,345) | (27) | (40,898) | (23) | |
| 8300 | Other comprehensive income: | ||||
| 8360 | Items that may be re-classified subsequently to profit or loss | ||||
| 8361 | Exchange difference on translation of foreign operations | 7,132 | 4 | 704 | - |
| 8399 | Income tax related to components of other comprehensive income that will be reclassified to profit or loss | - | - | - | - |
| Sum of items that may be re-classified subsequently to profit or loss | 7,132 | 4 | 704 | - | |
| 8300 | Other comprehensive income (loss) | 7,132 | 4 | 704 | - |
| Comprehensive income | $ (36,213) | (23) | (40,194) | (23) | |
| Net loss, attributable to: | |||||
| 8610 | Owners of parent | $ (43,345) | (27) | (40,898) | (23) |
| Comprehensive income (loss) attributable to: | |||||
| 8710 | Owners of parent | $ (36,213) | (23) | (40,194) | (23) |
| Loss per share | |||||
| 9750 | Basic loss per share (RMB) | $ | (0.22) | (0.20) |
See accompanying notes to consolidated financial statements.
GRAND OCEAN RETAIL GROUP LTD. and Subsidiaries
Consolidated Statement of Changes in Shareholders' Equity
For the three months ended March 31, 2026 and 2025
(Expressed in Thousands of New Taiwan Dollars)
| Owner's equity | ||||||
|---|---|---|---|---|---|---|
| Retained earnings | Other equity | |||||
| Share capital | Capital surplus | Unappropriated retained earnings (accumulated deficit) | Sum | Exchange differences on translation of foreign operations | Total equity | |
| Balance at January 1, 2025 | $ 1,955,310 | 4,168,363 | (511,891) | (511,891) | (825,475) | 4,786,307 |
| Current net loss | - | - | (184,261) | (184,261) | - | (184,261) |
| Current other comprehensive income | - | - | - | - | 66,533 | 66,533 |
| Current total comprehensive income | - | - | (184,261) | (184,261) | 66,533 | (117,728) |
| Balance at March 31, 2025 | $ 1,955,310 | 4,168,363 | (696,152) | (696,152) | (758,942) | 4,668,579 |
| Balance at January 1, 2026 | $ 1,955,310 | 3,656,472 | (890,325) | (890,325) | (902,229) | 3,819,228 |
| Current net loss | - | - | (197,235) | (197,235) | - | (197,235) |
| Current other comprehensive income | - | - | - | - | 159,912 | 159,912 |
| Current total comprehensive income | - | - | (197,235) | (197,235) | 159,912 | (37,323) |
| Balance at March 31, 2026 | $ 1,955,310 | 3,656,472 | (1,087,560) | (1,087,560) | (742,317) | 3,781,905 |
See accompanying notes to consolidated financial statements.
GRAND OCEAN RETAIL GROUP LTD. and Subsidiaries
Consolidated Statement of Changes in Shareholders' Equity
For the three months ended March 31, 2026 and 2025
(Expressed in Thousands of Chinese Yuan Renminbi)
| Owner's equity | ||||||
|---|---|---|---|---|---|---|
| Retained earnings | Other equity | Total equity | ||||
| Share capital | Capital surplus | Unappropriated retained earnings (accumulated deficit) | Sum | Exchange differences on translation of foreign operations | ||
| Balance at January 1, 2025 | $ 492,105 | 728,494 | (115,305) | (115,305) | (55,857) | 1,049,437 |
| Current net loss | - | - | (40,898) | (40,898) | - | (40,898) |
| Current other comprehensive income | - | - | - | - | 704 | 704 |
| Current total comprehensive income | - | - | (40,898) | (40,898) | 704 | (40,194) |
| Balance at March 31, 2025 | $ 492,105 | 728,494 | (156,203) | (156,203) | (55,153) | 1,009,243 |
| Balance at January 1, 2026 | $ 492,105 | 613,189 | (205,832) | (205,832) | (45,356) | 854,106 |
| Current net loss | - | - | (43,345) | (43,345) | - | (43,345) |
| Current other comprehensive income | - | - | - | - | 7,132 | 7,132 |
| Current total comprehensive income | - | - | (43,345) | (43,345) | 7,132 | (36,213) |
| Balance at March 31, 2026 | $ 492,105 | 613,189 | (249,177) | (249,177) | (38,224) | 817,893 |
See accompanying notes to consolidated financial statements.
GRAND OCEAN RETAIL GROUP LTD. and Subsidiaries
Consolidated Statement of Cash Flows
For the three months ended March 31, 2026 and 2025
(Expressed in Thousands of New Taiwan Dollars)
| | For the three months ended
March 31 | |
| --- | --- | --- |
| | 2026 | 2025 |
| Cash flows from operating activities | | |
| (Loss) profit before tax | $ (185,455) | (173,520) |
| Adjusting events: | | |
| Income and expenses | | |
| Depreciation expense | 332,805 | 369,740 |
| Amortization expense | 607 | 576 |
| Expected credit loss | 816 | 12,758 |
| Net loss on financial assets or liabilities at fair value through
profit or loss | 608 | 646 |
| Interest expense | 135,480 | 151,825 |
| Interest income | (3,382) | (7,357) |
| Loss on disposal of property, plant and equipment | 133 | 222 |
| Other loss | 47,451 | - |
| Total adjustments to reconcile profit (loss) | 514,518 | 528,410 |
| Changes in operating assets and liabilities: | | |
| Changes in operating assets: | | |
| Accounts receivable | (6,942) | 25,451 |
| Other receivables | (20,070) | (8,759) |
| Inventories | 5,998 | 1,352 |
| Prepayments | (9,495) | (3,994) |
| Subtotal of changes in operating assets | (30,509) | 14,050 |
| Changes in operating liabilities: | | |
| Accounts payable | (105,436) | (137,525) |
| Other payables | (57,721) | (175,772) |
| Other current liabilities | - | 1,438 |
| Subtotal of changes in operating liabilities | (163,157) | (311,859) |
| Subtotal of changes in operating assets and liabilities | (193,666) | (297,809) |
| Total adjustments | 320,852 | 230,601 |
| Cash inflow generated from operations | 135,397 | 57,081 |
| Interest received | 19,942 | 3,377 |
| Interest paid | (127,331) | (145,434) |
| Income taxes paid | (9,931) | (27,393) |
| Net cash flows from operating activities | 18,077 | (112,369) |
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GRAND OCEAN RETAIL GROUP LTD. and Subsidiaries
Consolidated Statement of Cash Flows
For the three months ended March 31, 2026 and 2025
(Expressed in Thousands of New Taiwan Dollars)
| | For the three months ended
March 31 | |
| --- | --- | --- |
| | 2026 | 2025 |
| Cash flows from (used in) investing activities: | | |
| Proceeds from disposal of investments using the equity method | 1,638 | 2,163 |
| Acquisition of property, plant and equipment | (20,855) | (12,757) |
| Decrease (Increase) in refundable deposits | 167 | (61) |
| Acquisition of intangible assets | (1,178) | (86) |
| (Increase) Decrease in other financial assets | (34,833) | 24,076 |
| Net cash flows used in investing activities | (55,061) | 13,335 |
| Cash flows from (used in) financing activities: | | |
| Increase (Decrease) in short-term loans | 271,998 | (73,733) |
| Decrease in deposit received | (4,669) | (16,369) |
| Payment of lease liabilities | (193,796) | (170,980) |
| Net cash flows used in financing activities | 73,533 | (261,082) |
| Effect of exchange rate changes on cash and cash equivalents | 16,936 | 3,622 |
| Net increase (decrease) in cash and cash equivalents | 53,485 | (356,494) |
| Cash and cash equivalents at beginning of period | 243,883 | 831,362 |
| Cash and cash equivalents at end of period | $ 297,368 | 474,868 |
See accompanying notes to consolidated financial statements.
GRAND OCEAN RETAIL GROUP LTD. and Subsidiaries
Consolidated Statement of Cash Flows
For the three months ended March 31, 2026 and 2025
(Expressed in Thousands of Chinese Yuan Renminbi)
| | For the three months ended
March 31 | |
| --- | --- | --- |
| | 2026 | 2025 |
| Cash flows from operating activities | | |
| (Loss) profit before tax | $ (40,756) | (38,514) |
| Adjusting events: | | |
| Income and expenses | | |
| Depreciation expense | 73,139 | 82,067 |
| Amortization expense | 133 | 128 |
| Expected credit loss | 179 | 2,832 |
| Net loss on financial assets or liabilities at fair value through
profit or loss | 134 | 143 |
| Interest expense | 29,774 | 33,699 |
| Interest income | (743) | (1,633) |
| Loss on disposal of property, plant and equipment | 29 | 49 |
| Other loss | 10,428 | - |
| Total adjustments to reconcile profit (loss) | 113,073 | 117,285 |
| Changes in operating assets and liabilities: | | |
| Changes in operating assets: | | |
| Accounts receivable | (1,526) | 5,649 |
| Other receivables | (4,411) | (1,944) |
| Inventories | 1,318 | 300 |
| Prepayments | (2,087) | (887) |
| Subtotal of changes in operating assets | (6,706) | 3,118 |
| Changes in operating liabilities: | | |
| Accounts payable | (23,171) | (30,525) |
| Other payables | (12,685) | (39,014) |
| Other current liabilities | - | 319 |
| Subtotal of changes in operating liabilities | (35,856) | (69,220) |
| Subtotal of changes in operating assets and liabilities | (42,562) | (66,102) |
| Total adjustments | 70,511 | 51,183 |
| Cash inflow generated from operations | 29,755 | 12,669 |
| Interest received | 4,383 | 750 |
| Interest paid | (27,983) | (32,280) |
| Income taxes paid | (2,182) | (6,080) |
| Net cash flows from operating activities | 3,973 | (24,941) |
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GRAND OCEAN RETAIL GROUP LTD. and Subsidiaries
Consolidated Statement of Cash Flows
For the three months ended March 31, 2026 and 2025
(Expressed in Thousands of Chinese Yuan Renminbi)
| | For the three months ended
March 31 | |
| --- | --- | --- |
| | 2026 | 2025 |
| Cash flows from (used in) investing activities: | | |
| Proceeds from disposal of investments using the equity method | 360 | 480 |
| Acquisition of property, plant and equipment | (4,583) | (2,832) |
| Decrease (Increase) in refundable deposits | 37 | (14) |
| Acquisition of intangible assets | (259) | (19) |
| (Increase) Decrease in other financial assets | (7,655) | 5,344 |
| Net cash flows used in investing activities | (12,100) | 2,959 |
| Cash flows from (used in) financing activities: | | |
| Increase in short-term loans | 59,776 | (16,366) |
| Decrease in deposit received | (1,026) | (3,633) |
| Payment of lease liabilities | (42,589) | (37,951) |
| Net cash flows used in financing activities | 16,161 | (57,950) |
| Effect of exchange rate changes on cash and cash equivalents | 1,735 | 305 |
| Net increase (decrease) in cash and cash equivalents | 9,769 | (79,627) |
| Cash and cash equivalents at beginning of period | 54,541 | 182,283 |
| Cash and cash equivalents at end of period | $ 64,310 | 102,656 |
See accompanying notes to consolidated financial statements.
GRAND OCEAN RETAIL GROUP LTD. and Subsidiaries
Notes to the Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
- Company History
GRAND OCEAN RETAIL GROUP LTD. (the “Company”) was founded in the Cayman Islands on Aug 23, 2006, and the organizational structure re-engineering of the company was executed in Oct 2007. Afterwards there were 160,000 thousand newly-issued shares from the company in exchange for 100% equity of REGAL OCEAN INTERNATIONAL LTD., making the company also acquire 100% equity of the Grand Ocean Department Store indirectly. After re-engineering, the company has become the parent company of the Grand Ocean Department Store Group. Shares of the company had been listed in Taiwan Stock Exchange since June 6, 2012. The consolidated financial statements of the company include equity of the associates by the company and its subsidiaries (the “Group”). Main business contents of the Group are business management consulting and retail sales.
- Approval date and procedures of the consolidated financial statements:
These consolidated financial statements were approved and authorized for issuance by the Board of Directors on May 14, 2026.
- New standards, amendments and interpretations adopted:
(1) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted.
The Group has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from January 1, 2026.
- IFRS 17 “Insurance Contracts” and Amendments to IFRS 17.
- Amendment to IFRS 9 and IFRS 7 "Amendments to the Classification and Measurement of Financial Instruments"
- Annual Improvements to IFRS Accounting Standards.
- Amendments to IFRS 9 and IFRS 7 “Contracts Referencing Nature-dependent Electricity”.
(2) The impact of IFRS issued by IASB but not yet endorsed by the FSC
The following new and amended standards, which may be relevant to the Group, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:
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| Standards or Interpretations | Content of amendment | Effective date per IASB |
|---|---|---|
| IFRS 18 “Presentation and Disclosure in Financial Statements” | The new standard introduces three categories of income and expenses, two income statement subtotals and one single note on management performance measures. The three amendments, combined with enhanced guidance on how to disaggregate information, set the stage for better and more consistent information for users, and will affect all the entities. |
● A more structured income statement: under current standards, companies use different formats to present their results, making it difficult for investors to compare financial performance across companies. The new standard promotes a more structured income statement, introducing a newly defined ‘operating profit’ subtotal and a requirement for all income and expenses to be allocated between three new distinct categories based on a company’s main business activities.
● Management performance measures (MPMs): the new standard introduces a definition for management performance measures and requires companies to explain in a single note to the financial statements why the measure provides useful information, how it is calculated and reconcile it to an amount determined under IFRS Accounting Standards.
● Greater disaggregation of information: the new standard includes enhanced guidance on how companies group information in the financial statements. This includes guidance on whether information is included in the primary financial statements or is further disaggregated in the notes. | January 1, 2027
Note: On September 25, 2025, the FSC issued a press release announcing that Taiwan will adopt IFRS 18 beginning in 2028. |
The Group is evaluating the impact on its consolidated financial position and consolidated financial performance upon the initial adoption of the above-mentioned standards or interpretations. The results thereof will be disclosed when the Group completes its evaluation.
The Group does not expect the following other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its consolidated financial statements:
- Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets between an Investor and its Associate or Joint Venture".
- IFRS 19 "Subsidiaries without Public Accountability: Disclosures" and amendments to IFRS 19.
- Amendments to IAS 21 "Translation to a Hyperinflationary Presentation Currency".
4. Summary of significant accounting policies:
(1) Statement of compliance
This consolidated financial report has been prepared in accordance with the Securities Issuance Company Financial Reporting Standards (referred to as the "Reporting Standards") and International Accounting Standard No. 34 "Interim Financial Reporting" as approved and issued by the Financial Supervisory Commission (FSC). This consolidated financial report does not include the complete necessary information required to be disclosed in the annual consolidated financial report prepared in accordance with the International Financial Reporting Standards, Accounting Standards, Interpretations, and Interpretive Bulletins (referred to as "FSC-approved IFRS Accounting Standards") approved and issued by the FSC.
Apart from the following, the significant accounting policies adopted in this consolidated financial report are consistent with the consolidated financial report for the year ended December 31, 2025. For related information, please refer to Note 4 of the consolidated financial report for the year ended December 31, 2025.
(2) Basis of consolidation
A. Subsidiary Listed in Consolidated Financial Statements
All the shareholding ratios of other subsidiaries listed in the consolidated financial statements are 100%, which are listed as follows:
| Name of Investor | Name of Subsidiary | Principal activity | Percentage of holding shares (%) | Note | ||
|---|---|---|---|---|---|---|
| March 31, 2026 | December 31, 2025 | March 31, 2025 | ||||
| GRAND OCEAN RETAIL GROUP LTD. | GRAND CITI LTD. | Investment holding company | 100.00% | 100.00% | 100.00% | The company directly (indirectly) holds more than 50% of its subsidiaries |
| GRAND CITI LTD. | Grand Ocean Classic Commercial Group Co., Ltd | Trading of cosmetics, furnishings, etc. | 100.00% | 100.00% | 100.00% | The company directly (indirectly) holds more than 50% of its subsidiaries |
| GRAND CITI LTD. | Grand Ocean Classic (Shanghai) Commercial Group Co., Ltd. (Note) | Trading of cosmetics, furnishings, etc. | 100.00% | 100.00% | - % | The company directly (indirectly) holds more than 50% of its subsidiaries |
| Name of Investor | Name of Subsidiary | Principal activity | Percentage of holding shares (%) | Note | ||
|---|---|---|---|---|---|---|
| March 31, 2026 | December 31, 2025 | March 31, 2025 | ||||
| Grand Ocean Classic Commercial Group Co., Ltd | Nanjing Grand Ocean Classic Commercial Limited | Trading of cosmetics, furnishings, etc. | 100.00% | 100.00% | 100.00% | The company directly (indirectly) holds more than 50% of its subsidiaries |
| Grand Ocean Classic Commercial Group Co., Ltd | Fuzhou Grand Ocean Commercial Limited | Trading of cosmetics, furnishings, etc. | 100.00% | 100.00% | 100.00% | The company directly (indirectly) holds more than 50% of its subsidiaries |
| Grand Ocean Classic Commercial Group Co., Ltd | Quanzhou Grand Ocean Commercial Limited | Trading of cosmetics, furnishings, etc. | 100.00% | 100.00% | 100.00% | The company directly (indirectly) holds more than 50% of its subsidiaries |
| Grand Ocean Classic Commercial Group Co., Ltd | Shanghai Jingxuan Business Administration Limited (Note) | Management consulting business, and trading of cosmetics, furnishings, etc. | 100.00% | 100.00% | 100.00% | The company directly (indirectly) holds more than 50% of its subsidiaries |
| Grand Ocean Classic Commercial Group Co., Ltd | Shanghai Grand Ocean Qianxhu Commercial Management Co., Ltd | Management consulting business, and trading of cosmetics, furnishings, etc. | 100.00% | 100.00% | 100.00% | The company directly (indirectly) holds more than 50% of its subsidiaries |
| Quanzhou Grand Ocean Commerce Limited | Wuhan Grand Ocean Classic Commercial Development Limited | Trading of cosmetics, furnishings, etc. | 30.00% | 30.00% | 30.00% | The company directly (indirectly) holds more than 50% of its subsidiaries |
| Nanjing Grand Ocean Classic Commerce Limited | Hefei Grand Ocean Classic Commercial Development Limited | Trading of cosmetics, furnishings, etc. | 100.00% | 100.00% | 100.00% | The company directly (indirectly) holds more than 50% of its subsidiaries |
| Fuzhou Grand Ocean Commerce Limited | Fuzhou Grand Ocean Classic Commercial Development Limited | Trading of cosmetics, furnishings, etc. | 100.00% | 100.00% | 100.00% | The company directly (indirectly) holds more than 50% of its subsidiaries |
| Fuzhou Grand Ocean Commerce Limited | Wuhan Grand Ocean Classic Commercial Development Limited | Trading of cosmetics, furnishings, etc. | 70.00% | 70.00% | 70.00% | The company directly (indirectly) holds more than 50% of its subsidiaries |
| Fuzhou Grand Ocean Commerce Limited | Fuzhou Jiaruixing Business Administration Limited (Note) | Management consulting business, and trading of cosmetics, furnishings, etc. | 100.00% | 100.00% | 100.00% | The company directly (indirectly) holds more than 50% of its subsidiaries |
| Wuhan Grand Ocean Classic Commercial Development Limited | Wuhan Optics Valley Grand Ocean Commercial Development Limited | Trading of cosmetics, furnishings, etc. | 100.00% | 100.00% | 100.00% | The company directly (indirectly) holds more than 50% of its subsidiaries |
| Name of Investor | Name of Subsidiary | Principal activity | Percentage of holding shares (%) | Note | ||
|---|---|---|---|---|---|---|
| March 31, 2026 | December 31, 2025 | March 31, 2025 | ||||
| Wuhan Grand Ocean Classic Commercial Development Limited | Chongqing Optics Valley Grand Ocean Commercial Development Limited | Trading of cosmetics, furnishings, etc. | - % | 35.30% | 35.30% | The company directly (indirectly) holds more than 50% of its subsidiaries and the liquidation procedures were completed in January 2026. |
| Wuhan Grand Ocean Classic Commercial Development Limited | Wuhan Hanyang Grand Ocean Classic Commercial Limited | Trading of cosmetics, furnishings, etc. | 50.00% | 50.00% | 50.00% | The company directly (indirectly) holds more than 50% of its subsidiaries and it also ceased operations on August 31, 2023, and in the process of liquidation. |
| Wuhan Grand Ocean Classic Commercial Development Limited | Hengyang Grand Ocean Commercial Development Limited | Trading of cosmetics, furnishings, etc. | 100.00% | 100.00% | 100.00% | The company directly (indirectly) holds more than 50% of its subsidiaries |
| Wuhan Grand Ocean Classic Commercial Development Limited | Shiyan Grand Ocean Commerce Limited | Trading of cosmetics, furnishings, etc. | 100.00% | 100.00% | 100.00% | The company directly (indirectly) holds more than 50% of its subsidiaries |
| Wuhan Grand Ocean Classic Commercial Development Limited | Chongqing Optics Valley Grand Ocean Commercial Development Limited | Trading of cosmetics, furnishings, etc. | - % | 64.70% | 64.70% | The company directly (indirectly) holds more than 50% of its subsidiaries and the liquidation procedures were completed in January 2026. |
| Wuhan Optics Valley Grand Ocean Commercial Development Limited | Wuhan Hanyang Grand Ocean Classic Commercial Limited | Trading of cosmetics, furnishings, etc. | 50.00% | 50.00% | 50.00% | The company directly (indirectly) holds more than 50% of its subsidiaries and it also ceased operations on August 31, 2023, and in the process of liquidation. |
| Wuhan Optics Valley Grand Ocean Commercial Development Limited | Yichang Grand Ocean Commerce Limited | Trading of cosmetics, furnishings, etc. | 100.00% | 100.00% | 100.00% | The company directly (indirectly) holds more than 50% of its subsidiaries |
| Fuzhou Grand Ocean Commerce Limited | Fuzhou Grand Ocean Select Commercial Co., Ltd. | Trading of cosmetics, furnishings, etc. | 100.00% | 100.00% | - % | The company directly (indirectly) holds more than 50% of its subsidiaries |
Note: As the subsidiaries do not meet the definition of significant subsidiaries, their financial statements as at March 31, 2026 were not reviewed by independent auditors.
B. Subsidiaries excluded from the consolidated financial statements: None.
(3) Income taxes
The Group measures and discloses income tax expense for the interim period in accordance with Paragraph B12 of International Accounting Standard No. 34 "Interim Financial Reporting."
Income tax expense is measured by multiplying the pre-tax income for the interim reporting period by the management's best estimate of the effective tax rate for the full year. The current income tax expense and deferred income tax expense are then allocated based on the ratio of the estimated current and deferred income tax expenses for the full year.
Income tax expense that is directly recognized in equity items or in comprehensive income is measured based on the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases, using the applicable tax rate expected to be realized or settled upon realization or settlement.
- Significant accounting assumptions and judgments, and major sources of estimation uncertainty:
In the preparation of this consolidated financial report, management has made judgments and estimates about the future, including climate-related risks and opportunities, in accordance with the applicable accounting standards and International Accounting Standard No. 34 "Interim Financial Reporting" recognized by the Financial Supervisory Commission. These judgments, estimates, and assumptions may have an impact on the adoption of accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates.
In the preparation of the consolidated financial report, management's significant judgments and key sources of estimation uncertainty in adopting the accounting policies of the Group are consistent with Note 5 of the consolidated financial report for the year ended December 31, 2025.
- Explanation of significant accounts:
Apart from the following, the explanations of significant accounting items in this consolidated financial report are not materially different from the consolidated financial report for the year ended December 31, 2025. Please refer to Note 6 of the consolidated financial report for the year ended December 31, 2025, for relevant information.
(1) Cash and cash equivalents
| March 31, 2026 | December 31, 2025 | March 31, 2025 | |
|---|---|---|---|
| Cash on hand and petty cash | $ 5,608 | 5,293 | 7,059 |
| Demand deposits | 291,760 | 238,590 | 441,909 |
| Time deposits | - | - | 25,900 |
| Total | $ 297,368 | 243,883 | 474,868 |
Please refer to Note 6(19) for the sensitivity analysis and interest rate risk.
(2) Financial assets measured at fair value through profit or loss
| March 31, 2026 | December 31, 2025 | March 31, 2025 | |
|---|---|---|---|
| Mandatorily measured at fair value through profit or loss - current: | |||
| Open-end funds | $ 11,999 | 12,394 | 12,177 |
A. Please refer to Note 6(19) for disclosure of credit risk and market risk of all financial instruments mentioned above.
B. The financial assets mentioned above had not been pledged as collateral.
C. For gain or loss on financial assets or liabilities at fair value through profit or loss, please refer to Note 6(18).
(3) Account receivables and other receivables
| March 31, 2026 | December 31, 2025 | March 31, 2025 | |
|---|---|---|---|
| Accounts receivable | $ 184,674 | 200,473 | 190,021 |
| Allowance for impairment | (49,348) | (75,626) | (62,422) |
| 135,326 | 124,847 | 127,599 | |
| Other receivables - current : | |||
| Other receivables - investment funds | 282,061 | 272,768 | 282,175 |
| Other receivables – lease deposit | 65,898 | 63,727 | 65,924 |
| Other receivables – others | 31,709 | 28,739 | 47,537 |
| Less: Impairment loss allowance | (357,630) | (345,847) | (348,099) |
| Subtotal | 22,038 | 19,387 | 47,537 |
| Total | $ 157,364 | 144,234 | 175,136 |
A. The Group's main trade receivables from retail department in China are credit card payments collected from banks, with an average credit period of 2 to 3 days, wherein there is no concern about the collectability, so the simplified method is used to estimate the expected credit loss for the leased accounts receivable, the expected credit loss during the lifetime is used to measure. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward-looking information.
The expected credit loss analysis of the remaining accounts receivable of the Group is as follows :
March 31, 2026
| Gross carrying amount | Weighted-average loss rate | Loss allowance provision | |
|---|---|---|---|
| Not overdue | $ 95,960 | 0% | - |
| 1 to 90 days past due | 42,676 | 0%~13% | 3,310 |
| 91 to 180 days past due | 6,301 | 100% | 6,301 |
| 181 to 270 days past due | 3,016 | 100% | 3,016 |
| 271 to 365 days past due | 3,453 | 100% | 3,453 |
| More than 365 days past due | 33,268 | 100% | 33,268 |
| $ 184,674 | 49,348 |
December 31, 2025
| Gross carrying amount | Weighted-average loss rate | Loss allowance provision | |
|---|---|---|---|
| Not overdue | $ 91,575 | 0% | - |
| 1 to 90 days past due | 54,700 | 0%~39% | 21,428 |
| 91 to 180 days past due | 7,591 | 100% | 7,591 |
| 181 to 270 days past due | 2,141 | 100% | 2,141 |
| 271 to 365 days past due | 3,218 | 100% | 3,218 |
| More than 365 days past due | 41,248 | 100% | 41,248 |
| $ 200,473 | 75,626 |
March 31, 2025
| Gross carrying amount | Weighted-average loss rate | Loss allowance provision | |
|---|---|---|---|
| Not overdue | $ 99,137 | 0% | - |
| 1 to 90 days past due | 20,717 | 0% | - |
| 91 to 180 days past due | 8,143 | 0%~27% | 2,231 |
| 181 to 270 days past due | 7,824 | 77% | 5,991 |
| 271 to 365 days past due | 19,613 | 100% | 19,613 |
| More than 365 days past due | 34,587 | 100% | 34,587 |
| $ 190,021 | 62,422 |
B. Changes in the provision for losses on accounts receivable of the Group are as follows:
| For the three months ended March 31 | ||
|---|---|---|
| 2026 | 2025 | |
| Opening balance | $ 75,626 | 48,757 |
| Impairment loss recognized | 816 | 12,758 |
| Amount written off | (29,210) | (125) |
| Exchange rate impact number | 2,116 | 1,032 |
| Ending balance | $ 49,348 | 62,422 |
C. Other receivables—others are the advance payment in accordance with the promotions held by retail business department and vendors. Since the Group and the vendors are in a long-term business relationship, the Group has considered historical experience and believed that they were less doubtful of the recoverability of these receivables. The Group assessed the aforesaid other receivables as the financial assets with low credit risk and measured loss allowances at an amount as 12-month expected credit loss. Please refer to Note 6(19) for the remaining credit risk information.
D. Since the rental agreement of Xiangtan Grand Ocean Department Store Co., Ltd. (Xiangtan) one of the Group’s subsidiaries, have reached its maturity in December 2018, the Group ceased Xiangtan’s business operation, wherein a security deposit amounting to CNY 15,000 thousand is expected to be received. Xiangtan had already returned the property to its owner, Xiangyuan Industrial Development Co., Ltd. (Xiangyuan), but failed to receive the security deposit. In order to receive the payment and begin the liquidation process, Xiangtan filed a lawsuit against Xiangyuan. On July 1, 2019, the people’s court ordered Xiangyuan to pay the amount of CNY 14,700 thousand to Xiangtan. However, Xiangyuan disagreed with the court’s decision, therefore, filed an appeal on November 13, 2019, wherein it was denied on January 16, 2020. Furthermore, Xiangtan filed an appeal to the court to freeze the property of Xiangyuan, in which the court granted the approval to do so. After a thorough investigation by the court, it was found that Xiangyuan has enough property to pay for the security deposit, and the Group has collected the mandatory payment of NT$1,952 thousand (CNY 448 thousand). However, considering that the department store industry has been more severely affected by the pandemic and economic uncertainties, and that the future development of the region remains highly uncertain, the Group, based on the principle of prudence, has recognized expected credit losses on the rental deposit. As of March 31, 2026, December 31, 2025, and March 31, 2025, the rental deposit and the corresponding allowance for expected credit losses were NT$65,898 thousand (CNY 14,252 thousand), NT$63,727 thousand (CNY 14,252 thousand), and NT$65,924 thousand (CNY 14,252 thousand), respectively.
E. In 2012, the Group paid a guarantee deposit of CNY 124,000 thousand to Quanzhou Fengsheng Group to purchase the commercial real estate of the Fengsheng Junyuan Development Project developed by Fengsheng Group in Fengze District, Quanzhou. After assessing the investment value of the project, the Board of Directors of the Group resolved during the meeting in July 2015 to invest Quanzhou Fengan Real Estate Development Co., Ltd. (Fengan), and expected to obtain 100% equity of the company with a contractual amount of CNY 325,000 thousand. As of December 31, 2015, the Group had paid CNY 200,000 thousand, which was reported under the prepayment for investments. The management of the Group evaluated the uncertainty of the investment and thus terminated the investment. Therefore, the original prepayment for investments of CNY 200,000 thousand and other financial assets – current of CNY 124,000 thousand, were reclassified as other receivables as of June 30, 2016.
In addition, the Group reviewed the nature of other receivables and analyzed the current
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financial position of the counterparty. In order to secure the aforementioned debt, the Group had acquired pledge of stock rights of Fengan, and at the same time had obtained the debtor's promise that other investment profits to be priority to repay the debt. The Group evaluated that the aforementioned debt should have no impairment concern. Because the debtor takes time to complete the relevant legal procedures of the disposition of investment, the Group and the debtor renegotiate the repayment period, which should be before April 30, 2017, before September 30, 2017, and before December 31, 2017. The total amount of repayment should be 10%, 40% and 50%, respectively. In case of violation of the agreement, the aforementioned collateral would be transferred to the Group for debt repayment. As of December 31, 2017, the Group had recovered CNY 162,000 thousand according to aforesaid agreement. On December 19, 2017, the Board of Directors of the Group resolved during the meeting on the Fengsheng Group's extension of the repayment agreement, which extended remaining proceeds to June 30, 2018. Due to the delay of procedures of the disposition of investment, Fengsheng Group could not make the payments by the aforementioned date.
To ensure the recovery of the aforementioned creditor's rights and the development of Fengan's property, on August 12, 2019, the Board of Directors resolved to sign a "Debt Confirmation and Repayment Plan" with Damahua Investment Co., Ltd. (Damahua), Fengsheng and Fengan, stating that Damahua will provide financial support to Fengan for the development and construction of a real estate property to be sold to the market to ensure that the future sales proceeds will be used to repay for the aforementioned claims. Considering the development progress of Fengan's property, the credit recovery period will exceed one year; therefore, the related receivables reclassified to other non-current receivables were recognized as other non-current financial assets. The Group evaluated that the aforementioned debt should have no impairment concern under the cash flow of pledge asset.
The Board of Directors resolved to sign a "Debt Preservation and Conditional Credit Transfer Agreement" and agree that the Group and Damahua to oversee the development and construction of Fengan's property to ensure that the future sales proceeds will be used to repay for the aforementioned claims. Damahua agreed that the credit transfer condition would be met under certain circumstances mentioned in transfer agreement, such as the construction couldn't resume as scheduled, the court auction is designated, or the compulsory execution is enforced by judicial authority. The aforementioned "Debt Preservation and Conditional Credit Transfer Agreement" stated that the development project of the Fengan property must be restarted before June 30, 2020. The progress of approval was delayed because of COVID-19 pandemic. The Group has agreed to extend the start date to December 31, 2020.
On December 31, 2020, the aforementioned "Debt Preservation and Conditional Credit Transfer Agreement" has been reached, Damahua carried the aforementioned creditor's right. On February 9, 2021, the Group agreed to modify the original payment terms and timeline because of the impact of COVID-19 pandemic and the property policy in
~21~
Quanzhou, which are force majeure. The details of payments are as follows:
(A) Damahua agrees to pay CNY 30,000 thousand before February 9, 2021.
(B) Damahua agrees to pay CNY 51,000 thousand before December 31, 2021.
(C) Damahua agrees to pay CNY 81,000 thousand before June 30, 2022.
(D) Under the premise of obtaining written consent of the Group, Damahua can transfer the title of properties located in Citong road to the Group, as the payment of debt.
Due to the force majeure factor of the COVID-19 epidemic, the society, various industries and the business of Damahua have been seriously affected. In August 2022, Damahua needs to retain part of the operating capital, and proposes to the Group to postpone the payment of the remaining receivables until June 30, 2023. The payment schedule is described as follows:
(A) Damahua agrees to pay CNY 16,000 thousand before December 31, 2022.
(B) Damahua agrees to pay CNY 16,000 thousand before March 31, 2023.
(C) Damahua agrees to pay CNY 29,000 thousand before June 30, 2023.
(D) If the above amount is not repaid by Damahua before the expiry of the deferred repayment period, Damahua will unconditionally cooperate with the liquidation of the Quanzhou Citong Road Project, and the land disposal price of the Quanzhou Citong Road Project will be repaid to the Group in priority.
The Group had an original receivable of CNY 162,000 thousand from Damahua. As of June 30, 2023, a total of CNY 101,000 thousand has been repaid, with the remaining CNY 61,000 thousand still outstanding and not repaid by Damahua in accordance with the agreement. The Group considers that the aforementioned creditor's rights are caused by undertaking the Fengan land, and the Quanzhou Municipal Government has recently agreed that existing developers will adopt a cooperative approach to undertake the development and construction of the Fengan land plot, which will be implemented by the Fengze District Government, and is coordinating to promote Fengan land is under construction, so the Group intends to negotiate with Damahua for proceeds from subsequent project development in order to repay all creditor's rights of the Group.
Although the Group assessed that after the allocation of the disposal value of the Fengan land, Damahua should be able to repay the debts. However, following the COVID-19 pandemic in China, the economy has not yet recovered to normal levels. In accordance with the principle of prudence, the Group recognized expected credit losses on the aforementioned receivables. As of March 31, 2026, December 31, 2025, and March 31, 2025, the outstanding receivables and the related allowance for expected credit losses were NT$282,061 thousand (CNY 61,000 thousand), NT$272,768 thousand (CNY 61,000 thousand), and NT$282,175 thousand (CNY 61,000 thousand), respectively.
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F. On June 28, 2023, the Group entered into an equity repurchase and urban investment termination agreement with Shanghai Dongfadao Catering Management Co., Ltd. in relation to Nanjing Grand Ocean Dongfadao Catering Co., Ltd., with a total repurchase consideration of NT$30,157 thousand (CNY 7,000 thousand). The equity transfer procedures were completed on August 30, 2023. Pursuant to the agreement, the repurchase consideration is to be received in installments. As of March 31, 2026, December 31, 2025, and March 31, 2025, the outstanding amounts yet to be collected were zero, NT$1,610 thousand (CNY 360 thousand), and NT$7,586 thousand (CNY 1,640 thousand), respectively. These amounts were recognized under other receivables.
G. The Group provided employees with treasury shares subscription rights funded through salary advances. However, the salary advances made to certain former employees have not yet been recovered. Accordingly, these amounts were reclassified from “Other non-current assets – others” to “Other receivables,” and full impairment losses were recognized. For related information, please refer to Note 6(14). As of March 31, 2026, December 31, 2025, and March 31, 2025, the unrecovered receivables and the corresponding impairment allowances amounted to NT$9,671 thousand (RMB 2,091 thousand), NT$9,352 thousand (RMB 2,091 thousand), and zero, respectively.
(4) Property, plant and equipment
The cost, depreciation, and impairment of the property, plant and equipment of the Group were as follows:
| Building | Transportation Device | Office Equipment | Lease Improvement | Construction in progress | Total | |
|---|---|---|---|---|---|---|
| Cost or deemed cost: | ||||||
| Balance at January 1, 2026 | $ 4,726,415 | 11,939 | 219,362 | 6,785,426 | 22,774 | 11,765,916 |
| Additions | - | - | 2,170 | - | 16,487 | 18,657 |
| Current re-classification | - | - | 343 | 21,004 | (21,347) | - |
| Disposal and abandonment | - | - | (321) | (6,930) | - | (7,251) |
| Influenced by fluctuation of exchange rates | 161,035 | 406 | 7,507 | 231,412 | 618 | 400,978 |
| Balance at March 31, 2026 | $ 4,887,450 | 12,345 | 229,061 | 7,030,912 | 18,532 | 12,178,300 |
| Balance at January 1, 2025 | $ 4,820,717 | 13,029 | 226,796 | 6,864,726 | 22,495 | 11,947,763 |
| Additions | - | - | 364 | 1,365 | 1,296 | 3,025 |
| Current re-classification | - | - | - | 14,365 | (14,365) | - |
| Disposal and abandonment | - | - | (853) | (3,148) | - | (4,001) |
| Influenced by fluctuation of exchange rates | 68,695 | 185 | 3,219 | 98,158 | (62) | 170,195 |
| Balance at March 31, 2025 | $ 4,889,412 | 13,214 | 229,526 | 6,975,466 | 9,364 | 12,116,982 |
| Building | Transportation Device | Office Equipment | Lease Improvement | Construction in progress | Total | |
|---|---|---|---|---|---|---|
| Depreciation and impairment losses: | ||||||
| Balance at January 1, 2026 | $ 1,635,929 | 6,587 | 173,814 | 5,133,729 | 2,317 | 6,952,376 |
| Depreciation | 25,373 | 318 | 2,749 | 69,927 | - | 98,367 |
| Disposal and abandonment | - | - | (289) | (6,829) | - | (7,118) |
| Influenced by fluctuation of exchange rates | 56,149 | 229 | 5,960 | 175,927 | - | 238,265 |
| Balance at March 31, 2026 | $ 1,717,451 | 7,134 | 182,234 | 5,372,754 | 2,317 | 7,281,890 |
| Balance at January 1, 2025 | $ 1,566,841 | 7,745 | 170,933 | 4,944,306 | 2,317 | 6,692,142 |
| Depreciation | 25,122 | 353 | 2,829 | 76,979 | - | 105,283 |
| Disposal and abandonment | - | - | (749) | (3,030) | - | (3,779) |
| Influenced by fluctuation of exchange rates | 22,999 | 120 | 2,491 | 72,431 | - | 98,041 |
| Balance at March 31, 2025 | $ 1,614,962 | 8,218 | 175,504 | 5,090,686 | 2,317 | 6,891,687 |
| Carrying amounts: | ||||||
| Balance at January 1, 2026 | $ 3,090,486 | 5,352 | 45,548 | 1,651,697 | 20,457 | 4,813,540 |
| Balance at March 31, 2026 | $ 3,169,999 | 5,211 | 46,827 | 1,658,158 | 16,215 | 4,896,410 |
| Balance at January 1, 2025 | $ 3,253,876 | 5,284 | 55,863 | 1,920,420 | 20,178 | 5,255,621 |
| Balance at March 31, 2025 | $ 3,274,450 | 4,996 | 54,022 | 1,884,780 | 7,047 | 5,225,295 |
A. As of March 31, 2026, December 31, 2025 and March 31, 2025, due to payments to stores maintenance and to acquire the property for department stores, the Group recognized other payables amounting to NT$84,424 thousand, NT$83,801 thousand and NT$82,132 thousand, respectively.
B. The significant components of the buildings include the main building, machinery and air conditioner with their own estimated useful lives as 5 to 50 years, 5 to 20 years and 5 to 20 years.
C. The recoverable amount and the key assumptions used in the Group's impairment assessment of non-financial assets are consistent with those disclosed in the consolidated financial statements for the year ended December 31, 2025, with no material changes. For related information, please refer to Note 6(4) of the consolidated financial statements for the year ended December 31, 2025.
D. Please refer to Note 6(18) for details on disposal gains and losses.
E. Guarantee
Please refer to Note 8 for the details of long-term loans and financing line guarantees on March 31, 2026, December 31, 2025, and March 31, 2025.
(5) Right of use assets
The movements in the cost and depreciation of the leased land, buildings, machine and transportation equipment were as follows:
| Land | Buildings | Machine equipment | Total | |
|---|---|---|---|---|
| Cost: | ||||
| Balance at January 1, 2026 | $ 3,375,111 | 13,248,065 | 60,188 | 16,683,364 |
| Lease modifications | - | (970,656) | - | (970,656) |
| Effect of changes in foreign exchange rates | 114,995 | 435,673 | 2,051 | 552,719 |
| Balance at March 31, 2026 | $ 3,490,106 | 12,713,082 | 62,239 | 16,265,427 |
| Balance at January 1, 2025 | $ 3,442,452 | 13,546,704 | 61,389 | 17,050,545 |
| Effect of changes in foreign exchange rates | 49,055 | 193,039 | 875 | 242,969 |
| Balance at March 31, 2025 | $ 3,491,507 | 13,739,743 | 62,264 | 17,293,514 |
| Accumulated depreciation: | ||||
| Balance at January 1, 2026 | $ 803,972 | 5,386,838 | 50,158 | 6,240,968 |
| Depreciation | 23,734 | 209,071 | 1,633 | 234,438 |
| Effect of movement in exchange rate | 27,777 | 186,919 | 1,736 | 216,432 |
| Balance at March 31, 2026 | $ 855,483 | 5,782,828 | 53,527 | 6,691,838 |
| Balance at January 1, 2025 | $ 724,858 | 4,544,115 | 44,612 | 5,313,585 |
| Depreciation | 23,499 | 239,341 | 1,617 | 264,457 |
| Effect of movement in exchange rate | 10,958 | 71,153 | 679 | 82,790 |
| Balance at March 31, 2025 | $ 759,315 | 4,854,609 | 46,908 | 5,660,832 |
| Carrying amounts: | ||||
| Balance at January 1, 2026 | $ 2,571,139 | 7,861,227 | 10,030 | 10,442,396 |
| Balance at March 31, 2026 | $ 2,634,623 | 6,930,254 | 8,712 | 9,573,589 |
| Balance at January 1, 2025 | $ 2,717,594 | 9,002,589 | 16,777 | 11,736,960 |
| Balance at March 31, 2025 | $ 2,732,192 | 8,885,134 | 15,356 | 11,632,682 |
The Group's subsidiaries, Wuhan Grand Ocean Classic Commercial Development Limited and Wuhan Optics Valley Grand Ocean Commercial Development Limited, reached agreements with the lessors in 2026 for rent reductions on their leased operating premises. Accordingly, the right-of-use assets and lease liabilities were reduced by NT$970,656 thousand.
(6) Intangible assets
The costs, amortization, and impairment loss of intangible assets were as follows:
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| Goodwill | Trademark Rights | Computer Software | Total | |
|---|---|---|---|---|
| Costs: | ||||
| Balance at January 1, 2026 | $ 1,494,827 | 440,526 | 37,550 | 1,972,903 |
| Additions | - | - | 1,178 | 1,178 |
| Influenced by fluctuation of exchange rates | 50,930 | 7,919 | 1,299 | 60,148 |
| Balance at March 31, 2026 | $ 1,545,757 | 448,445 | 40,027 | 2,034,229 |
| Balance at January 1, 2025 | $ 1,524,652 | 459,518 | 36,758 | 2,020,928 |
| Additions | - | - | 86 | 86 |
| Influenced by fluctuation of exchange rates | 21,726 | 5,887 | 527 | 28,140 |
| Balance at March 31, 2025 | $ 1,546,378 | 465,405 | 37,371 | 2,049,154 |
| Amortization and impairment losses: | ||||
| Balance at January 1, 2026 | $ - | 440,526 | 27,025 | 467,551 |
| Amortization | - | - | 607 | 607 |
| Influenced by fluctuation of exchange rates | - | 7,919 | 931 | 8,850 |
| Balance at March 31, 2026 | $ - | 448,445 | 28,563 | 477,008 |
| Balance at January 1, 2025 | $ - | 322,328 | 25,190 | 347,518 |
| Amortization | - | - | 576 | 576 |
| Influenced by fluctuation of exchange rates | - | 4,130 | 374 | 4,504 |
| Balance at March 31, 2025 | $ - | 326,458 | 26,140 | 352,598 |
| Carrying amounts: | ||||
| Balance at January 1, 2026 | $ 1,494,827 | - | 10,525 | 1,505,352 |
| Balance at March 31, 2026 | $ 1,545,757 | - | 11,464 | 1,557,221 |
| Balance at January 1, 2025 | $ 1,524,652 | 137,190 | 11,568 | 1,673,410 |
| Balance at March 31, 2025 | $ 1,546,378 | 138,947 | 11,231 | 1,696,556 |
A. Recognition of amortization
The amortization of intangible assets are included in the consolidated statements of comprehensive income for the three months ended March 31, 2026 and 2025:
| For the three months ended March 31 | ||
|---|---|---|
| 2026 | 2025 | |
| Operating expenses | $ 607 | 576 |
B. Goodwill
The recoverable amount and the key assumptions used for the department store retail cash-generating unit are consistent with those disclosed in the consolidated financial statements for the year ended December 31, 2025, with no material changes. For related information, please refer to Note 6(6) of the consolidated financial statements for the year ended December 31, 2025.
(7) Other financial assets—current and non-current
The details of Other financial assets—current and non-current are as below:
| March 31, 2026 | December 31, 2025 | March 31, 2025 | |
|---|---|---|---|
| Other financial assets—current | |||
| Deposits—out for lease (Note) | $ 279 | 270 | 296 |
| Restricted deposits | 798,749 | 738,200 | 552,690 |
| Others | 2,712 | 8,012 | 2,466 |
| $ 801,740 | 746,482 | 555,452 | |
| Other financial assets—non-current | |||
| Deposits—out for lease (Note) | $ 210,230 | 201,119 | 204,770 |
| Deposits—out for cooperation | 6,689 | 6,609 | 7,273 |
| Restricted deposits | - | - | 209,454 |
| Deposit for rent expansion (Note) | 69,359 | 67,074 | 69,387 |
| Others | 3,331 | 42 | 3,332 |
| $ 289,609 | 274,844 | 494,216 |
Note: The lease deposit is mainly the deposit deposited by the lessee; the deposit for rent expansion is the deposit paid by the subsidiary, Yichang Grand Ocean Commerce Limited, for expanding the leased area, and it will be used to offset the rental expenses after the contract is signed.
(8) Short-term loans
The details of short-term loans are as below:
| March 31, 2026 | December 31, 2025 | March 31, 2025 | |
|---|---|---|---|
| Secured bank loans | $ 3,429,003 | 3,061,449 | 2,499,861 |
| Unused credit lines | $ 271,582 | 661,630 | 334,249 |
| Range of interest rates | 3.0%~5.4% | 3.0%~5.4% | 3.25%~6.2% |
A. For information on the Group’s assets pledged as collateral for bank borrowings, please refer to Note 8.
B. For information on the Group’s exposure to interest rate risk and liquidity risk, please refer to Note 6(19).
(9) Long-term loans
The list, terms and conditions of long-term loans of the Group were as follows:
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March 31, 2026
| Currency | Interest rate collar | Year of expiry | Amount | |
|---|---|---|---|---|
| Unsecured bank loans | USD | 5.86% | 115 | $ 38,394 |
| Less: current portion | (38,394) | |||
| Total | $ - | |||
| Unused credit lines | $ - |
December 31, 2025
| Currency | Interest rate collar | Year of expiry | Amount | |
|---|---|---|---|---|
| Unsecured bank loans | USD | 6.08% | 115 | $ 37,716 |
| Less: current portion | (37,716) | |||
| Total | $ - | |||
| Unused credit lines | $ - |
March 31, 2025
| Currency | Interest rate collar | Year of expiry | Amount | |
|---|---|---|---|---|
| Unsecured bank loans | USD | 6.53% | 115 | $ 79,692 |
| Secured bank loans | USD | 5.22% | 114 | 531,280 |
| ” | RMB | 4.2% | 114 | 231,291 |
| 842,263 | ||||
| Less: current portion | (802,417) | |||
| Total | $ 39,846 | |||
| Unused credit lines | $ 166,025 |
A. For information on the Group’s assets pledged as collateral for bank borrowings, please refer to Note 8.
B. For information on the Group’s exposure to interest rate risk and liquidity risk, please refer to Note 6(19)
(10) Accounts payable and other payables
| March 31, 2026 | December 31, 2025 | March 31, 2025 | |
|---|---|---|---|
| Accounts payable | |||
| Arising from direct sales | $ 45,712 | 33,833 | 59,740 |
| Arising from concessionaire sales | 701,194 | 785,200 | 798,525 |
| Others | 64,506 | 69,256 | 74,339 |
| Total | $ 811,412 | 888,289 | 932,604 |
Most of the payable arises from suppliers.
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| March 31, 2026 | December 31, 2025 | March 31, 2025 | |
|---|---|---|---|
| Other payables | |||
| Wages and salaries payables | $ 68,016 | 95,751 | 74,090 |
| Construction payables | 84,424 | 83,801 | 82,132 |
| Compensation payable for store closures, etc. | - | - | 865 |
| Compensation payable for lawsuit | 25,363 | 24,527 | 75,910 |
| Payables to related parties | 575,910 | 565,740 | 597,690 |
| Tax payables | 18,725 | 27,073 | 20,048 |
| Interest payables | 61,314 | 52,105 | - |
| Others | 304,051 | 297,363 | 369,526 |
| Total | $ 1,137,803 | 1,146,360 | 1,220,261 |
(11) Lease liabilities
The Group’s lease liabilities were as follows:
| March 31, 2026 | December 31, 2025 | March 31, 2025 | |
|---|---|---|---|
| Current | $ 1,015,398 | 1,024,169 | 909,256 |
| Non-current | $ 7,857,489 | 8,700,673 | 9,753,728 |
Please refer to Note 6(19) financial instruments for maturity analysis.
The amounts recognized in profit or loss were as follows:
| For the three months ended March 31 | ||
|---|---|---|
| 2026 | 2025 | |
| Interest on lease liabilities | $ 95,932 | 109,967 |
| Expenses relating to short-term leases | $ 249 | 264 |
| Expenses relating to leases of low-value, excluding short-term leases of low-value assets | $ 12 | 12 |
Total cash flow for the Group’s leases was as follows:
| For the three months ended March 31 | ||
|---|---|---|
| 2026 | 2025 | |
| Total cash outflow for leases | $ 289,989 | 281,223 |
A. Lease of land, housing and construction
The Group leases land use rights, housing and buildings as office space and department store buildings for business. The lease period of office premises and department store buildings is usually with three years and ten to twenty years, respectively. Some leases include the option to extend the lease period at the end of the lease term.
Some leases provide for additional rent payments that are based on changes in local price indices, or sales that the Group makes at the leased store in the period.
B. Other leases
The lease period of the Group leased transportation and machinery and equipment is five to ten years. Some lease contracts stipulate that the Group has options to purchase the leased assets at the end of the lease term.
In addition, the period in which the Group leases part of the office is one year, and the leases are short-term leases. The Group chooses to apply the exemption recognition requirement without recognizing its related right-of-use assets and lease liabilities.
(12) Employee benefits
A. Defined contribution plans
Defined contribution plans of the employees in Taiwan office of the Group are plotted in accordance with Taiwan Labor Pension Act, where a contribution rate as 6% of the wage of a labor each month is conducted and contributed to the personal account of retirement created by the Bureau of Labor Insurance. After the Group has contributed the fixed amount to Bureau of Labor Insurance under the plans, it shall not assume any more legal or constructive obligations for paying an extra amount.
Defined benefit plans of the employees working in the Chinese subsidiaries are also applied with the contribution system, where an amount corresponding to the wage per month of the position as for an employee is to be contributed to his (or her) own account respectively. Whenever resigning or retiring from the job of an employee, the voluntary pension calculated by the subtraction of early withdrawn provident fund from actual cumulative voluntary amount over the years will be returned at one time; the pension contributed by company will be returned by the subtraction of early withdrawn provident fund during the tenure from actual cumulative provident fund contributed by company over the years multiplying percentage of seniority-based pay.
Pension expenses of the defined contribution plans of the Group for the three months ended March 31, 2026 and 2025 were NT$12,230 thousand and NT$12,803 thousand, respectively.
(13) Income tax
A. Income tax expense
The components of income tax were as follows:
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| For the three months ended March 31 | ||
|---|---|---|
| 2026 | 2025 | |
| Current tax expense | ||
| Current period | $ 11,194 | 16,597 |
| Deferred tax expense | ||
| Origination and reversal of temporary differences | 586 | (5,856) |
| Income tax expenses from continuing operations | $ 11,780 | 10,741 |
B. Deferred tax assets
(A) Recognized deferred tax assets and liabilities
Changes in the amount of deferred tax assets and liabilities for the three months ended March 31, 2026 and 2025 were as follows:
Deferred tax assets:
| Tax losses deduction and other | Rental expenses | Total | |
|---|---|---|---|
| Balance at January 1, 2026 | $ 26,965 | 2,533,090 | 2,560,055 |
| Recognized in profit or loss | 43 | (295,969) | (295,926) |
| Foreign currency translation differences for foreign operations | 919 | 81,517 | 82,436 |
| Balance at March 31, 2026 | $ 27,927 | 2,318,638 | 2,346,565 |
| Balance at January 1, 2025 | $ 29,647 | 2,797,992 | 2,827,639 |
| Recognized in profit or loss | - | (54,384) | (54,384) |
| Foreign currency translation differences for foreign operations | 422 | 38,418 | 38,840 |
| Balance at March 31, 2025 | $ 30,069 | 2,782,026 | 2,812,095 |
Deferred tax liabilities:
| Retained earnings | Tax losses deduction | Total | |
|---|---|---|---|
| Balance as of January 1, 2026 | $ 16,767 | 1,967,815 | 1,984,582 |
| Recognized in profit or loss | - | (295,340) | (295,340) |
| Influenced by fluctuation of exchange rates | 302 | 62,266 | 62,568 |
| Balance as of March 31, 2026 | $ 17,069 | 1,734,741 | 1,751,810 |
| Balance as of January 1, 2025 | $ 17,490 | 2,254,842 | 2,272,332 |
| Recognized in profit or loss | - | (60,240) | (60,240) |
| Influenced by fluctuation of exchange rates | 224 | 30,521 | 30,745 |
| Balance as of March 31, 2025 | $ 17,714 | 2,225,123 | 2,242,837 |
C. Income tax verification situation
The income tax settlement filings of the mainland subsidiaries have been filed with the local tax authorities through 2024.
(14) Capital and other equity
Except for the following disclosures, there was no significant difference in capital and other equity for the three months ended March 31, 2026 and 2025. For the related information, please refer to the Note 6(14) of the consolidated financial statements for the year ended December 31, 2025.
A. Capital surplus
The components of the capital surplus were as follows:
| March 31, 2026 | December 31, 2025 | March 31, 2025 | |
|---|---|---|---|
| Premium on Issued Shares | $ 3,622,017 | 3,622,017 | 4,133,908 |
| Treasury stock trading | 25,333 | 25,333 | 25,333 |
| Exercising the right of imputation | 9,122 | 9,122 | 9,122 |
| $ 3,656,472 | 3,656,472 | 4,168,363 |
The Board of Directors proposed on March 30, 2026, and the shareholders' meeting resolved on June 12, 2025, to offset deficits of NT$890,325 thousand and NT$511,891 thousand, respectively, by utilizing capital surplus.
B. Retained earnings
Based on the articles of the company, the board should in accord with the measures and procedure described as below to draft the distribution of earnings and submit it to the shareholders meeting for approval by an ordinary resolution if there is any earning at general accounts annually of the company:
(A) Tax payables contributed by law;
(B) Compensation to the accumulated deficit by previous years;
(C) 10% as a contribution to the legal reserve in accordance with the applicable laws and regulations, except for when the legal reserve approaches the paid-in capital of the company;
(D) Contribution of the appropriated retained earnings by the applicable laws and regulations or the demands from a competent authority; and
(E) Profit available for distribution is the amount of earnings of the current year minus the sum from (A) to (D) above, and then plus cumulative retained earnings of the prior period. The board will propose the project of dividend distribution from it and then submit to the shareholders meeting for approval by an ordinary resolution according to the applicable laws and regulations.
Policies concerning the dividends of the company must take the environment as well as trends in the industry in the future, requirements for funds and financial structure into consideration. As for the profit available for distribution, except for an option of retaining, it can be distributed through equity dividends or cash dividends, which the latter is subject to be more than 10% of the total dividends.
(A) Legal reserve
When a company incurs no loss, it may, pursuant to a resolution by a shareholders’ meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.
(B) Special reserve
The Group chose to apply the exemption under the IFRS1 “First-time adoption of IFRS”; therefore, a portion of cumulative translation adjustments amounting to thousand was reclassified as special earnings reserve. The net increase in retained earnings due to this reclassification is not covered by the Ruling No. 1010012865 issued by the FSC on April 6, 2012 for purposes of appropriating the same amount of special earnings reserve.
In accordance with the aforementioned Ruling, when the company distributes the distributable surplus, the net amount of other shareholders' equity deduction that occurs in the current year is supplemented as a special surplus reserve from the current profit and loss and the undistributed surplus of the previous period; it belongs to the deduction of other shareholders' equity accumulated in the previous period amount, the special surplus reserve shall not be distributed from the undistributed surplus of the previous period. If there is a subsequent reversal in the amount of reductions in other shareholders' equity, the surplus may be distributed for the reversed portion.
(C) Distribution of earnings
On March 30, 2026, the Board of Directors proposed the loss appropriation plan for the 2025 fiscal year. Separately, on June 12, 2025, the shareholders’ annual general meeting approved the loss appropriation plan for the 2024 fiscal year.
C. Treasury stock
The details for transferring treasury shares to employees:
| | (In thousands of shares)
For the three months ended
March 31 | |
| --- | --- | --- |
| | 2026 | 2025 |
| Outstanding at March 31 (same as January 1) | 3,663 | 3,663 |
The proceeds from transferring treasury shares were recognized as prepaid salary for employees to subscribe. As of March 31, 2026, December 31, 2025 and March 31, 2025, these prepaid salaries amounting to NT$131,333 thousand, NT$127,032 thousand and NT$131,157 thousand were recognized under other non-current assets – other. Considering the increasingly challenging environment in the department store industry, the Group has
taken steps to retain talent and maintain team stability. Furthermore, due to the impact of the COVID-19 pandemic, the profitability of the department store retail sector has not yet returned to pre-pandemic levels. To address these challenges, the Board of Directors resolved on November 13, 2024, and August 30, 2022, to defer the repayment of employees' advanced salaries to 2028 and 2025, respectively.
D. Other equity (net income after tax)
| Exchange difference on translation of foreign operations | |
|---|---|
| Balance at January 1, 2026 | $ (902,229) |
| Exchange difference on translation of net assets of foreign operations | 159,912 |
| Balance at March 31, 2026 | $ (742,317) |
| Balance at January 1, 2025 | |
| Exchange difference on translation of net assets of foreign operations | $ (825,475) |
| Balance at March 31, 2025 | 66,533 |
(15) Earnings per share
Calculations of the basic as well as diluted earnings per share of the Group are as below:
| For the three months ended March 31 | ||
|---|---|---|
| 2026 | 2025 | |
| Basic earnings (loss) per share | ||
| Net profit attributed to shareholder of common stock of the Company | $ (197,235) | (184,261) |
| Weighted average number of common shares outstanding | 195,531 | 195,531 |
| Basic earnings (loss) per share (NTD) | $ (1.01) | (0.94) |
The Company did not disclose the diluted earnings (loss) per share for the three months ended March 31, 2026 and 2025, as there were losses before tax. Additionally, there were no potential ordinary shares of employee remuneration that could have diluted the earnings (loss) per share.
(16) Revenue from contracts with customers
A. Details of revenue
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| For the three months ended March 31 | ||
|---|---|---|
| 2026 | 2025 | |
| Main regional markets: | ||
| China | $ 725,245 | 796,329 |
| Main product/service: | ||
| Commissions revenue (retail revenue – concessionaire sales) | $ 177,412 | 226,140 |
| Commodity sales (retail revenue – direct sales) | 125,777 | 139,743 |
| Lease revenue (Note) | 241,293 | 245,857 |
| Service revenue and others | 180,763 | 184,589 |
| $ 725,245 | 796,329 |
Note: The lease revenue and financial lease interest income of the Group are under IFRS 16.
(17) Employee compensation and directors' remuneration
According to the Articles of Association, once the Company has annual profit, it should appropriate no less than 1% of the profit to its employees and 3% or less as directors' and supervisor's remuneration. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit. The pervading target given via shares or cash includes dependent employees of the Company and Company's subsidiaries
As the company incurred loss before tax for the three months ended March 31, 2026 and 2025, no employee compensation and directors' remuneration were estimated and accrued.
(18) Non-operating income and expenses
A. Interest income
The details of other income were as follows:
| For the three months ended March 31 | ||
|---|---|---|
| 2026 | 2025 | |
| Interest of back deposit | $ 3,140 | 7,105 |
| Open-end funds | 242 | 252 |
| Total | $ 3,382 | 7,357 |
B. Other income
The details of other income were as follows:
| For the three months ended March 31 | ||
|---|---|---|
| 2026 | 2025 | |
| Government grants income | $ 127 | 74 |
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C. Other gains and losses
The details of other gains and losses were as follows:
| For the three months ended March 31 | ||
|---|---|---|
| 2026 | 2025 | |
| Loss on disposal of property, plant and equipment | $ (133) | (222) |
| Foreign exchange gain (losses) | (8,303) | (643) |
| Net gain on financial assets at fair value through profit or loss | (608) | (646) |
| Overdue payments transferred to income | 182 | 5,473 |
| Other gains and losses (such as fees and charges of credit card, etc.) | (38,648) | 10,000 |
| Other gains and losses, net | $ (47,510) | 13,962 |
D. Finance costs
The details of finance costs were as follows:
| For the three months ended March 31 | ||
|---|---|---|
| 2026 | 2025 | |
| Interest expense | $ 39,548 | 41,858 |
| Interest on lease liabilities | 95,932 | 109,967 |
| Finance costs, net | $ 135,480 | 151,825 |
(19) Financial instruments
Except for the contention mentioned below, there was no significant change in the fair value of the Group’s financial instruments and degree of exposure to credit risk, liquidity risk and market risk arising from financial instruments. For the related information, please refer to Note 6(19) of the consolidated financial statements for the year ended December 31, 2025.
A. Credit risks
(A) Exposure of credit risk
Carrying amount of a financial asset represents the maximum amount of credit risk exposure.
(B) Concentration of credit risk
There is no significant concentration on single customer in the Group’s retail business, and debtors of accounts receivable are banks with high credit rating; therefore, management believes that there is no significant concentration of credit risk.
(C) Credit risk of receivables
For credit risk exposure of accounts receivables, please refer to Note 6(3).
Other financial assets at amortized cost includes other receivables etc., as stated above,
there were almost low credit risk, therefore the impairment provision of all of these financial assets recognized during the period was limited to 12 months expected losses or lifetime ECL measurement, please refer to Note 4(7) of the consolidated financial statements for the year ended December 31, 2025.
The movement in the allowance for impairment for other receivables for the three months ended March 31, 2026 and 2025 were as follows:
| For the three months ended March 31 | ||
|---|---|---|
| 2026 | 2025 | |
| Balance at January 1 | $ 345,847 | 343,208 |
| Influenced by fluctuation of exchange rates | 11,783 | 4,891 |
| Balance at March 31 | $ 357,630 | 348,099 |
B. Liquidity risks
The following table shows the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.
| Carrying amount | Contract cash flows | Within 1 Year | 1 – 5 Years | Over 5 Years | |
|---|---|---|---|---|---|
| March 31, 2026 | |||||
| Non-derivative financial liabilities | |||||
| Floating rate instruments $ | 4,043,307 | 4,133,474 | 4,133,474 | - | - |
| Non-interest-bearing | 1,934,383 | 1,934,383 | 1,373,306 | - | 561,077 |
| Lease liabilities | 8,872,887 | 11,332,345 | 1,383,068 | 4,592,290 | 5,356,987 |
| $ 14,850,577 | 17,400,202 | 6,889,848 | 4,592,290 | 5,918,064 | |
| December 31, 2025 | |||||
| Non-derivative financial liabilities | |||||
| Floating rate instruments $ | 3,664,905 | 3,758,066 | 3,758,066 | - | - |
| Non-interest-bearing | 2,016,087 | 2,016,087 | 1,468,909 | - | 547,178 |
| Lease liabilities | 9,724,842 | 12,375,244 | 1,425,323 | 4,954,183 | 5,995,738 |
| $ 15,405,834 | 18,149,397 | 6,652,298 | 4,954,183 | 6,542,916 | |
| March 31, 2025 | |||||
| Non-derivative financial liabilities | |||||
| Floating rate instruments $ | 1,540,712 | 1,579,450 | 1,538,737 | 40,713 | - |
| Fixed rate instruments | 2,399,102 | 2,453,438 | 2,453,438 | - | - |
| Non-interest-bearing | 2,137,562 | 2,137,562 | 1,555,175 | - | 582,387 |
| Lease liabilities | 10,662,984 | 13,740,699 | 1,350,573 | 5,350,841 | 7,039,285 |
| $ 16,740,360 | 19,911,149 | 6,897,923 | 5,391,554 | 7,621,672 |
The Group does not expect the cash flows included in the maturity analysis to occur significantly earlier or at significantly different amounts.
C. Interest rate analysis
The Group's financial assets and financial liabilities with interest rate exposure risk as of the reporting date were as follows:
| Carrying amount | |||
|---|---|---|---|
| March 31, 2026 | December 31, 2025 | March 31, 2025 | |
| Fixed interest rate | |||
| Financial asset | $ 798,749 | 738,200 | 788,044 |
| Financial liability | (8,872,887) | (9,758,485) | (13,062,086) |
| $ (8,074,138) | (9,020,285) | (12,274,042) | |
| Variable interest rate | |||
| Financial asset | $ 291,760 | 238,590 | 441,909 |
| Financial liability | (4,043,307) | (3,664,905) | (1,540,712) |
| $ (3,751,547) | (3,426,315) | (1,098,803) |
The following sensitivity analysis is based on the exposure to the interest rate risk of derivative and non-derivative financial instruments at the reporting date. Regarding of liabilities with floating interest rates, the analysis is based on the assumption that the amount of liabilities outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by $0.5\%$ when reporting to management internally, which also represents the Group management's assessment of the reasonably possible interest rate change.
If the interest rate were to increase or decrease by $0.5\%$ basis points, with all other variables held constant, the Group's losses before tax for the three months ended March 31, 2026 and 2025, would increase or decrease by NT$4,689 thousand and NT$1,374 thousand, respectively.
D. Other market price risk
If the security price changes, the impact of security price change to other comprehensive income will be as follows, assuming the analysis is based on the same basis for both years and assuming that all other variables considered in the analysis remain the same:
| For the three months ended March 31 | ||||
|---|---|---|---|---|
| 2026 | 2025 | |||
| Reporting day security prices | Other comprehensive income before tax | Profit or loss before tax | Other comprehensive income before tax | Profit or loss before tax |
| 5% Increase | $ - | 600 | - | 609 |
| 5% Decrease | $ - | (600) | - | (609) |
E. Information of fair value
(A) Measurement process of fair value of financial instruments
Accounting policies and disclosure of the Group include the assets and liabilities financial or non-financial measured by fair value. The Group is to build an inner control system concerning fair value measurement. Wherein it includes an evaluation team to be responsible for reviewing all the assessments of fair value (including a Level 3 fair value), and this team will directly report to the CFO. The evaluation team will review the material inputs non-observable and adjust them periodically. If an input used for measuring fair value comes from the 3rd party information (such as a broker or pricing service institution), the team shall assess the evidence of this input provided and supported by the 3rd party, in order to ensure that this evaluation and the hierarchy classification of its fair value comply with IFRS.
The Group shall use an observable input in the market as possible as it can when measuring the assets and liabilities. Fair value hierarchy is classified according to the input used of evaluation techniques:
- Level 1: Opening quotes (unadjusted) from the same assets or liabilities in an active market.
- Level 2: Except for the opening quotes in Level 1, input parameters of the assets or liabilities can be directly (i.e. price) or indirectly (i.e. inference from price) observed.
- Level 3: Input parameters of the assets or liabilities not based on the observable market information (non-observable parameters).
(B) Classifications of financial instruments and fair value
The Group measures the fair value based on repeatability by the financial assets and liabilities measured by fair value through profit or loss. Carrying amount and fair value of all kinds of financial assets and liabilities (including fair value hierarchy, yet carrying amount of the financial instruments not measured by fair value are those ones having the fair value to that are reasonably approximate) are listed as below:
| March 31, 2026 | |||||
|---|---|---|---|---|---|
| Carrying amount | Fair Value | ||||
| Level 1 | Level 2 | Level 3 | Total | ||
| Financial assets measured by fair value through profit or loss | |||||
| Non-derivative financial assets measured by fair value through profit or loss by enforcement | $ 11,999 | 11,999 | - | - | 11,999 |
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December 31, 2025
| Carrying amount | Fair Value | ||||
|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | ||
| Financial assets measured by fair value through profit or loss | |||||
| Non-derivative financial assets measured by fair value through profit or loss by enforcement | $ 12,394 | 12,394 | - | - | 12,394 |
March 31, 2025
| Carrying amount | Fair Value | ||||
|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | ||
| Financial assets measured by fair value through profit or loss | |||||
| Non-derivative financial assets measured by fair value through profit or loss by enforcement | $ 12,177 | 12,177 | - | - | 12,177 |
(C) Valuation techniques for financial instruments not measured at fair value
The Group’s valuation techniques and assumptions used for financial instruments not measured at fair value are as follows:
a. Financial assets or liabilities measured at amortized cost
If there is quoted price generated by transactions, the recent transaction price and quoted price data is used as the basis for fair value measurement. However, if no quoted prices are available, the discounted cash flows are used to estimate fair values.
(D) Valuation techniques for financial instruments measured at fair value
a. Non-derivative financial instruments
A financial instrument is regarded as being quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’s length basis. Whether transactions are taking place ‘regularly’ is a matter of judgment and depends on the facts and circumstances of the market for the instrument.
Quoted market prices may not be indicative of the fair value of an instrument if the activity in the market is infrequent, the market is not well established, only small volumes are traded, or bid ask spreads are very wide. Determining whether a market is active involves judgment.
If the Group’s financial instruments are regarded as being quoted in an active market, the classification and property of fair value are as follows:
Stocks in listed companies, fund and corporate bonds, which have standard term and quoted prices in active markets. The fair values are referenced by market
quotation.
(E) For the three months ended March 31, 2026 and 2025 fair value of the financial assets as well as liabilities at each level did not transfer at all.
(20) Financial risk management
Except for the matters described below, there were no significant changes in the Group's financial risk management objectives and policies as disclosed in Note 6(20) of the consolidated financial statements for the year ended December 31, 2025.
A. Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations. The Group's approach to managing liquidity is to ensure, as far as possible, that it always has sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.
Due to the nature of its retail business, the Group generates ample cash flows from its operating activities. Generally, the Group ensures that it has sufficient cash to cover its expected operating expenses for a period of 60 to 90 days, including the fulfillment of financial obligations. However, this expectation excludes potential impacts from extreme, unforeseeable events, such as natural disasters. In addition, as of March 31, 2026, December 31, 2025, and March 31, 2025, the Group had unused loan facilities of NT$271,582 thousand, NT$661,630 thousand, and NT$500,274 thousand, respectively.
As of March 31, 2026, the Group's current assets were less than its current liabilities. The Group will continue discussions with banks and plans to adjust its borrowing structure by converting U.S. dollar-denominated borrowings into RMB-denominated borrowings in order to reduce borrowing interest rates. Given the nature of the department store industry, where there are no significant current assets such as inventory, it is common for current assets to be less than current liabilities. The Group has been continuously evaluating the aforementioned plans and does not anticipate any liquidity risk concerns.
(21) Capital management
Management believes that the objectives, policies and processes of capital management of the Group has been applied consistently with those described in the consolidated financial statements for the year ended December 31, 2025. Also, management believes that there were no significant changes in the Group's capital management information as disclosed for the year ended December 31, 2025. Please refer to Note 6(21) of the consolidated financial statements for the year ended December 31, 2025 for further details.
(22) Investment and financing activities in non-cash transactions
The Group's investing and financing activities on non-cash transactions for the three months ended March 31, 2026 and 2025 were as follows:
A. The reconciliation of liabilities from financing activities is as follows:
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| Non-cash changes | |||||
|---|---|---|---|---|---|
| January 1, 2026 | Cash flows | Foreign exchange movement | Other | March 31, 2026 | |
| Short-term borrowings | $ 3,061,449 | 271,998 | 95,556 | - | 3,429,003 |
| Long-term borrowings | 37,716 | - | 678 | - | 38,394 |
| Guarantee deposits | 547,178 | (4,669) | 18,568 | - | 561,077 |
| Other related parties | 565,740 | - | 10,170 | - | 575,910 |
| (Note) | |||||
| Lease liabilities | 9,724,842 | (193,796) | 312,497 | (970,656) | 8,872,887 |
| Total liabilities from financing activities | $13,936,925 | 73,533 | 437,469 | (970,656) | 13,477,271 |
| Non-cash changes | |||||
| January 1, 2025 | Cash flows | Foreign exchange movement | March 31, 2025 | ||
| Short-term borrowings | $ 2,539,845 | (73,733) | 33,749 | 2,499,861 | |
| Long-term borrowings | 831,285 | - | 10,978 | 842,263 | |
| Guarantee deposits | 590,775 | (16,369) | 7,981 | 582,387 | |
| Other related parties | 590,130 | - | 7,560 | 597,690 | |
| Lease liabilities | 10,686,259 | (170,980) | 147,705 | 10,662,984 | |
| Total liabilities from financing activities | $ 15,238,294 | (261,082) | 207,973 | 15,185,185 |
Note : Decrease of NT$970,656 thousand due to lease modification.
7. Related-party transactions:
(1) Names and relationships with related parties
All the related parties who have transacted with the Group during the coverage period of the consolidated financial statements are as below:
| Name of Related Party | Relationship with the Group |
|---|---|
| First Steamship Co., Ltd. | Entity with significant influence over the Group (Note) |
| First Steamship S.A. | Entity with significant influence over the Group (Note) |
| Ahead Capital Ltd. | The Group’s other related parties |
| Shanghai Guorui Tongshun Environmental Protection Technology Co., Ltd. | Management of the Group serves as director of the company. |
| Shanghai Allied Cement Holdings Limited | Management of the Group serves as director of the company. |
Note: Effective December 30, 2025, the entity disposed of its equity interest in the Group and is no longer the parent company; however, it continues to have significant influence over the Company.
(2) Significant transactions with related parties
A. Prepayments
| March 31, 2026 | December 31, 2025 | March 31, 2025 | |
|---|---|---|---|
| Entity with significant influence over the Group - First Steamship Co., Ltd. | $ 70 | 70 | 70 |
B. Borrow from related parties (recognized as other payables)
The amounts borrowed by the Group from related parties are as follows:
| March 31, 2026 | December 31, 2025 | March 31, 2025 | |
|---|---|---|---|
| Entity with significant influence over the Group - First Steamship S.A. | $ 575,910 | 565,740 | 597,690 |
As of March 31, 2026, December 31, 2025, and March 31, 2025, the Group's borrowings from related parties bore interest at floating rates, adjusted quarterly, of 5.50% to 6.50%, 4.01% to 5.50%, and 4.35%, respectively. For the three months ended March 31, 2026 and 2025, the recognized interest expenses were NT$8,492 thousand and NT$6,431 thousand, respectively. As of March 31, 2026, December 31, 2025, and March 31, 2025, the unpaid interest amounted to NT$59,575 thousand, NT$50,053 thousand, and NT$32,352 thousand, respectively.
C. Lease
(A) Liabilities lease
| Relationship | Purpose | Lease liabilities | ||
|---|---|---|---|---|
| March 31, 2026 | December 31, 2025 | March 31, 2025 | ||
| Other related parties | Energy-saving renovation engineering equipment | $ 3,874 | 4,583 | 7,276 |
Note: The price and payment method of the above-mentioned lease agreement signed with the related party are handled in accordance with the agreement of both parties.
| Interest Expense | |||
|---|---|---|---|
| For the three months ended March 31 | |||
| Relationship | Purpose | 2026 | 2025 |
| Other related parties | Energy-saving renovation engineering equipment | $ 50 | 91 |
(B) Operating lease
| Rent expense | |||
|---|---|---|---|
| For the three months ended March 31 | |||
| Relationship | Account | 2026 | 2025 |
| Entity with significant influence over the Group - First Steamship Co., Ltd. (Note) | Office building | $ 211 | 211 |
| Other related parties (Note) | Office building | 38 | 53 |
| $ 249 | 264 |
Note: These leases are short-term lease, and the Group chooses to apply the exemption recognition requirement without recognizing its related right-of-use assets and liabilities.
(C) Rental deposit
| Account items | Relationship category | March 31, 2026 | December 31, 2025 | March 31, 2025 |
|---|---|---|---|---|
| Other financial assets - non-current | Entity with significant influence over the Group - First Steamship Co., Ltd. | $ 148 | 148 | 148 |
(3) Key management personnel compensation
A. Key management personnel compensation comprised:
| For the three months ended March 31 | ||
|---|---|---|
| 2026 | 2025 | |
| Short-term employee benefits | $ 5,384 | 5,984 |
B. The Group granted key management personnel rights to subscribe treasury shares in advance salaries. As of March 31, 2026, December 31, 2025, and March 31, 2025, those prepaid salaries amounting to NT$40,752 thousand (CNY 8,813 thousand), NT$39,409 thousand (CNY 8,813 thousand) and NT$40,926 thousand (CNY 8,847 thousand), respectively, were recorded as non-current assets - other.
- Pledged assets:
The carrying amount of pledged assets were as follows:
| Pledged asset | Object | March 31, 2026 | December 31, 2025 | March 31, 2025 |
|---|---|---|---|---|
| Property, Plants and Equipment (Note) | Bank Loans | $ 5,700,691 | 5,558,393 | 4,886,607 |
| Other financial assets | ||||
| Restricted Deposit | Bank depository funds | 11,939 | 11,532 | 13,095 |
| Restricted Deposit | Lease dispute freeze deposit | 34,922 | 927 | 309 |
| Restricted Deposit | Bank loans | 751,888 | 725,741 | 748,740 |
| $ 6,499,440 | 6,296,593 | 5,648,751 |
Note: Including the land use right, which are recognized as right-of-use assets.
- Significant contingent liabilities and unrecognized contract commitments:
(1) As of March 31, 2026, December 31, 2025, and March 31, 2025, the promissory notes issued by the Group for financing obtained from related parties amounted to NT$607,905 thousand, NT$597,170 thousand and NT$630,895 thousand, respectively.
(2) While the Group acquired the Quanzhou real estate, the assignor, Quanzhou FuHua Co., Ltd., failed to comply with the term of the contract, which stated that the assignor should repay the mortgage loan secured by the fourth floor of Quanzhou real estate with the consideration paid by the Group to release the mortgage. Therefore, the mortgagee filed an application to freeze the rent earned from the fourth floor of Quanzhou real estate in June 2020. The Group evaluates that the creditor still has means to repay the mortgage loan; hence, the fourth floor of Quanzhou real estate may not be at risk of impairment.
(3) Wuhan Hanyang Grand Ocean Classic Commercial Limited, a subsidiary of the Group, ceased operations on August 31, 2023, due to sustained losses. It terminated its lease agreement with Wuhan Laopai Catering Management Co., Ltd. (hereinafter referred to as "Laopai Company") prematurely. Consequently, Laopai Company filed for arbitration on December 20, 2023, requesting the Group to refund the performance bond and pay early termination penalties, renovation losses, and related litigation expenses, totaling NT$27,085 thousand (CNY 6,101 thousand). On October 12, 2024, in accordance with the arbitration ruling, the Group was required to compensate Laopai Company for the aforementioned expenses totaling NT$25,363 thousand (CNY 5,485 thousand). The Group accrued the amount in 2024, recorded under other payables and other gains and losses. As of March 31, 2026, the amount had not yet been paid.
(4) The Group's subsidiary, Wuhan Grand Ocean Classic Commercial Development Limited, leased counter space to Hubei Lvshu Cybercafe Development Co., Ltd. (hereinafter referred to as "Lvshu Cybercafe"). However, Lvshu Cybercafe failed to pay the rental as due.
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Accordingly, the Group terminated the lease agreement on September 30, 2025, and filed a lawsuit with the court seeking the recovery of overdue rental, management service fees, penalties for breach of contract, and related litigation expenses, totaling NT$5,761 thousand (CNY 1,266 thousand).
However, in January 2026, Lvshu Cybercafe filed a lawsuit against the Group, claiming that the lease agreement had not yet expired, and requested the return of rental and management service fees previously collected by the Group, as well as compensation for early termination penalties, operating renovation losses, and other related expenses, totaling NT$30,273 thousand (CNY 6,653 thousand). Based on the Group’s assessment, since Lvshu Cybercafe had defaulted on rental payments prior to the termination, the Group believes that the claims asserted by Lvshu Cybercafe are without merit and that the Group has no obligation for compensation. The case is currently pending before the court.
In addition, in January 2026, Lvshu Cybercafe applied to the court for asset preservation. The court, in accordance with the law, froze the Group’s bank deposits of NT$21,363 thousand (CNY 4,620 thousand), which were recognized under other financial assets – current.
10. Losses due to major disasters: None
11. Subsequent events: None
12. Other
(1) A summary of current-period employee benefits, depreciation, depletion and amortization, by function, is as follows:
| For the three months ended March 31 | ||||||
|---|---|---|---|---|---|---|
| Function | 2026 | 2025 | ||||
| Item | Operating cost | Operating expense | Total | Operating cost | Operating expense | Total |
| Employee benefits | ||||||
| Salary | - | 93,594 | 93,594 | - | 96,396 | 96,396 |
| Health and labor insurance | - | 113 | 113 | - | 124 | 124 |
| Pension | - | 12,230 | 12,230 | - | 12,803 | 12,803 |
| Others | - | 19,840 | 19,840 | - | 22,744 | 22,744 |
| Depreciation | - | 332,805 | 332,805 | - | 369,740 | 369,740 |
| Amortization | - | 607 | 607 | - | 576 | 576 |
(2) Seasonality of operations
The Group's retail business is subject to seasonal fluctuations as a result of vacation. Thus, this industry typically has higher revenues and results for the first and fourth quarter of the year.
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13. Other disclosures:
(1) Information on significant transactions:
The following were the information on significant transactions required by the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Group for the three months ended March 31, 2026:
A. Loans to other parties: Refer to table 1.
B. Guarantees and endorsements for other parties: Refer to table 2.
C. Holding of significant marketable securities at the end of the period (excluding investment in subsidiaries, associates and joint ventures): Refer to table 3.
D. Related-party transactions for purchases and sales with amounts exceeding the lower of NT$100,000 thousand or 20% of the capital stock: None.
E. Receivables from related parties with amounts exceeding the lower of NT$100,000 thousand or 20% of the capital stock: Refer to table 4.
F. Business relationships and significant intercompany transactions: Refer to table 5.
(2) Information on investees (excluding investees in Mainland China): Refer to table 6.
(3) Information on investment in mainland China: Refer to table 7.
14. Segment information
(1) General information:
The main revenue of the Group comes from department store retail. The chief operating decision-maker of the Group uses the overall operating results as the basis for evaluating performance. Accordingly, the Group is a single operating department, and the operating department information for the three months ended March 31, 2026 and 2025 is consistent with the consolidated financial report information.
(2) Information of products and services: The Group belongs to department store retail business.
(3) Information of regional finance: Sales regions of the retail commodity are all in China.
(4) Information on major customers: Sales objects of the Group are all general consumers, and there is no dependence upon the major customers.
GRAND OCEAN RETAIL GROUP LTD. and Subsidiaries Notes to the Consolidated Financial Statements (Continued)
Table 1 Loans to others
For the three months ended March 31, 2026
| No. | Creditor | Borrower | General ledger account | Is a related party | Maximum outstanding balance during the three months ended March 31, 2026 | Balance at March 31, 2026 | Actual amount drawn down | Interest rate | Nature of loan | Amount of transactions with the borrower | Reason for short-term financing | Allowance for doubtful accounts | Collateral | Limit on loans granted to a single party | Ceiling on total loans granted | Note | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 1 | Grand Citi Ltd. | Grand Ocean Retail Group Ltd. | Other receivables - related parties | Y | 735,885 | 735,885 | 672,912 | 3.50% | 2 | - | Operating capital | - | - | - | 69,656,840 | 69,656,840 | |
| 1 | Grand Citi Ltd. | Grand Ocean Classic Commercial Group Co., Ltd | Other receivables - related parties | Y | 279,956 | 279,956 | 230,231 | 0.00% | 2 | - | Operating capital | - | - | - | 69,656,840 | 69,656,840 | |
| 2 | Grand Ocean Classic Commercial Group Co., Ltd | Hengyang Grand Ocean Commercial Development Limited | Other receivables - related parties | Y | 346,797 | 346,797 | 343,930 | 0.00% | 2 | - | Operating capital | - | - | - | 59,024,600 | 59,024,600 | |
| 2 | Grand Ocean Classic Commercial Group Co., Ltd | Quanzhou Grand Ocean Commercial Limited | Other receivables - related parties | Y | 1,525,905 | 1,525,905 | 1,509,722 | 0.00% | 2 | - | Operating capital | - | - | - | 59,024,600 | 59,024,600 | |
| 2 | Grand Ocean Classic Commercial Group Co., Ltd | Fuzhou Grand Ocean Classic Commerce Limited | Other receivables - related parties | Y | 1,618,385 | 1,618,385 | 1,528,448 | 0.00% | 2 | - | Operating capital | - | - | - | 59,024,600 | 59,024,600 | |
| 2 | Grand Ocean Classic Commercial Group Co., Ltd | Fuzhou Jiaruixing Business Administration Limited | Other receivables - related parties | Y | 215,015 | 215,015 | 187,733 | 0.00% | 2 | - | Operating capital | - | - | - | 59,024,600 | 59,024,600 | |
| 2 | Grand Ocean Classic Commercial Group Co., Ltd | Fuzhou Grand Ocean Commercial Limited | Other receivables - related parties | Y | 380,553 | 380,553 | 278,826 | 0.00% | 2 | - | Operating capital | - | - | - | 59,024,600 | 59,024,600 | |
| 2 | Grand Ocean Classic Commercial Group Co., Ltd | Wuhan Grand Ocean Classic Commercial Development Limited | Other receivables - related parties | Y | 53,176 | 53,176 | 1,618 | 0.00% | 2 | - | Operating capital | - | - | - | 59,024,600 | 59,024,600 | |
| 2 | Grand Ocean Classic Commercial Group Co., Ltd | Shanghai Grand Ocean Qianshu Commercial Management Co., Ltd | Other receivables - related parties | Y | 323,679 | 323,679 | 323,474 | 0.00% | 2 | - | Operating capital | - | - | - | 59,024,600 | 59,024,600 | |
| 2 | Grand Ocean Classic Commercial Group Co., Ltd | Grand Ocean Retail Group Ltd. | Other receivables - related parties | Y | 767,880 | 767,880 | 729,486 | 3.5%–3.95% | 2 | - | Operating capital | - | - | - | 59,024,600 | 59,024,600 | |
| 3 | Fuzhou Grand Ocean Commercial Limited | Fuzhou Jiaruixing Business Administration Limited | Other receivables - related parties | Y | 34,680 | 34,680 | 34,680 | 0.00% | 2 | - | Operating capital | - | - | - | 16,604,680 | 16,604,680 |
| No. | Creditor | Borrower | General ledger account | Is a related party | Maximum outstanding balance during the three months ended March 31, 2026 | Balance at March 31, 2026 | Actual amount drawn down | Interest rate | Nature of loan | Amount of transactions with the borrower | Reason for short-term financing | Allowance for doubtful accounts | Collateral | Limit on loans granted to a single party | Ceiling on total loans granted | Note | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 3 | Fuzhou Grand Ocean Commercial Limited | Wuhan Grand Ocean Classic Commercial Development Limited | Other receivables - related parties | Y | 226,574 | 226,574 | 226,574 | 0.00% | 2 | - | Operating capital | - | - | - | 16,604,680 | 16,604,680 | |
| 4 | Nanjing Grand Ocean Classic Commercial Limited | Grand Ocean Classic Commercial Group Co., Ltd | Other receivables - related parties | Y | 2,534,668 | 2,534,668 | 2,517,698 | 0.10% | 2 | - | Operating capital | - | - | - | 21,380,150 | 21,380,150 | |
| 5 | Wuhan Grand Ocean Classic Commercial Development Limited | Grand Ocean Classic Commercial Group Co., Ltd | Other receivables - related parties | Y | 9,248 | 9,248 | - | 0.00% | 2 | - | Operating capital | - | - | - | 16,504,330 | 16,504,330 | |
| 5 | Wuhan Grand Ocean Classic Commercial Development Limited | Shiyan Grand Ocean Commerce Limited | Other receivables - related parties | Y | 478,581 | 478,581 | 443,439 | 0.00% | 2 | - | Operating capital | - | - | - | 16,504,330 | 16,504,330 | |
| 5 | Wuhan Grand Ocean Classic Commercial Development Limited | Hengyang Grand Ocean Commercial Development Limited | Other receivables - related parties | Y | 190,231 | 190,231 | 190,231 | 0.00% | 2 | - | Operating capital | - | - | - | 16,504,330 | 16,504,330 | |
| 5 | Wuhan Grand Ocean Classic Commercial Development Limited | Wuhan Hanyang Grand Ocean Classic Commercial Limited | Other receivables - related parties | Y | 106,352 | 106,352 | 103,213 | 0.00% | 2 | - | Operating capital | - | - | - | 16,504,330 | 16,504,330 | |
| 6 | Yichang Grand Ocean Commerce Limited | Grand Ocean Classic Commercial Group Co., Ltd | Other receivables - related parties | Y | 1,056,576 | 1,056,576 | 1,038,542 | 0.00% | 2 | - | Operating capital | - | - | - | 5,649,780 | 5,649,780 | |
| 6 | Yichang Grand Ocean Commerce Limited | Wuhan Grand Ocean Classic Commercial Development Limited | Other receivables - related parties | Y | 92,480 | 92,480 | 84,468 | 0.00% | 2 | - | Operating capital | - | - | - | 5,649,780 | 5,649,780 | |
| 6 | Yichang Grand Ocean Commerce Limited | Wuhan Optics Valley Grand Ocean Commercial Development Limited | Other receivables - related parties | Y | 243,683 | 243,683 | 222,875 | 0.00% | 2 | - | Operating capital | - | - | - | 5,649,780 | 5,649,780 | |
| 7 | Hefei Grand Ocean Classic Commercial Development Limited | Grand Ocean Classic Commercial Group Co., Ltd | Other receivables - related parties | Y | 457,774 | 457,774 | 444,734 | 0.00% | 2 | - | Operating capital | - | - | - | 3,115,960 | 3,115,960 | |
| 8 | Shanghai Jingxuan Business Administration Limited | Grand Ocean Classic Commercial Group Co., Ltd | Other receivables - related parties | Y | 32,368 | 32,368 | 32,136 | 0.00% | 2 | - | Operating capital | - | - | - | 359,650 | 359,650 | |
| 9 | Wuhan Optics Valley Grand Ocean Commercial Development Limited | Grand Ocean Classic Commercial Group Co., Ltd | Other receivables - related parties | Y | 161,840 | 161,840 | 149,817 | 0.00% | 2 | - | Operating capital | - | - | - | 18,323,530 | 18,323,530 | |
| 9 | Wuhan Optics Valley Grand Ocean Commercial Development Limited | Wuhan Grand Ocean Classic Commercial Development Limited | Other receivables - related parties | Y | 165,307 | 165,307 | 141,725 | 0.00% | 2 | - | Operating capital | - | - | - | 18,323,530 | 18,323,530 |
| No. | Creditor | Borrower | General ledger account | Is a related party | Maximum outstanding balance during the three months ended March 31, 2026 | Balance at March 31, 2026 | Actual amount drawn down | Interest rate | Nature of loan | Amount of transactions with the borrower | Reason for short-term financing | Allowance for doubtful accounts | Collateral | Limit on loans granted to a single party | Ceiling on total loans granted | Note | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 9 | Wuhan Optics Valley Grand Ocean Commercial Development Limited | Wuhan Hanyang Grand Ocean Classic Commercial Limited | Other receivables - related parties | Y | 78,608 | 78,608 | 77,213 | 0.00% | 2 | - | Operating capital | - | - | - | 18,323,530 | 18,323,530 | |
| 10 | Quanzhou Grand Ocean Commercial Limited | Sanhe Xiansen Trading Co., Ltd. | Other receivables | N | 4,624 | 4,624 | 4,624 | 0.00% | 2 | - | Operating capital | 4,624 | - | - | 10,860 | 10,860 | Note 5 |
Note 1: Nature of the lending of funds: (2) Necessary for short-term financing.
Note 2: Maximum outstanding balance during the three months ended March 31, 2026 and Balance at March 31, 2026 represent the amounts of credit facilities.
Note 3: In accordance with the loans to other procedures of Grand Ocean Retail Group Ltd. and its subsidiaries, the total amount of loans shall not exceed $40\%$ of the net worth of the lending company's most recent financial statements, and the amount of individual transactions shall not exceed the amount of business transactions between the two parties. For non-ROC companies which do not directly or indirectly own $100\%$ of the voting shares, the amount of the loan is limited to $40\%$ of the lending company's net worth as shown in the most recent financial statements. Furthermore, for companies that directly or indirectly hold $100\%$ of the voting shares of non-ROC companies, or non-ROC companies that are directly or indirectly $100\%$ owned by such companies, the total and individual amounts of funds lent to Grand Ocean Retail Group Ltd. shall each be limited to $1000\%$ of the net value based on the most recent financial statements of the lending company.
Note 4: The transactions of the aforementioned subsidiaries have been eliminated in the preparation of the consolidated financial statements.
Note 5: Quanzhou Grand Ocean Commercial Ltd. granted a loan of (4,624 thousand to Sanhe Xiansen Trading Co., Ltd. and the court ruled in favor of Quanzhou Grand Ocean Commercial Ltd. in the second trial, but the Group assessed that it would be difficult to recover the loan, so an allowance for doubtful debt was recognized for the entire amount.
GRAND OCEAN RETAIL GROUP LTD. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
Table 2 Provision of endorsements and guarantees to others
For the three months ended March 31, 2026
| No. | Endorser/guarantor | Guaranteed party | Limit on endorsement/guarantee to each guaranteed party | Maximum balance for the period | Ending balance | Amount actually drawn | Amount of endorsement/guarantee collateralized by properties | Ratio of accumulated endorsement/guarantee amount to net equity per latest financial statement | Maximum endorsement/guarantee amount allowable | Guarantee provided by parent company | Guarantee provided by subsidiary | Guarantee provided to subsidiaries in Mainland China | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company name | Relationship | ||||||||||||
| 1 | Grand Ocean Classic Commercial Group Co., Ltd | Grand Ocean Retail Group Ltd. | 3 | 40,116,105 | 831,870 | 831,870 | 831,870 | Note 3 | 14.09% | 40,116,105 | N | Y | N |
| 1 | Grand Ocean Classic Commercial Group Co., Ltd | Wuhan Grand Ocean Classic Commercial Development Limited | 2 | 40,116,105 | 624,234 | 624,234 | 392,668 | - | 10.58% | 40,116,105 | Y | N | Y |
| 1 | Grand Ocean Classic Commercial Group Co., Ltd | Shanghai Grand Ocean Qianshu Commercial Management Co., Ltd | 2 | 40,116,105 | 231,198 | 231,198 | 69,351 | - | 3.92% | 40,116,105 | Y | N | Y |
| 2 | Fuzhou Grand Ocean Classic Commerce Limited | Grand Ocean Classic Commercial Group Co., Ltd | 3 | 7,509,555 | 3,236,769 | 2,543,176 | 2,135,115 | 961,942 | -1474.52% | 7,509,555 | N | Y | Y |
| 3 | Wuhan Optics Valley Grand Ocean Commercial Development Limited | Grand Ocean Classic Commercial Group Co., Ltd | 3 | 16,815,405 | 2,080,780 | 1,387,187 | 1,386,996 | 2,023,868 | 75.71% | 16,815,405 | N | Y | Y |
| 4 | Fuzhou Grand Ocean Commercial Limited | Wuhan Grand Ocean Classic Commercial Development Limited | 2 | 10,447,375 | 624,234 | 624,234 | 392,668 | 506,583 | 37.59% | 10,447,375 | Y | N | Y |
| 4 | Fuzhou Grand Ocean Commercial Limited | Shanghai Grand Ocean Qianshu Commercial Management Co., Ltd | 4 | 10,447,375 | 231,198 | 231,198 | 69,351 | 506,583 | 13.92% | 10,447,375 | N | N | Y |
| 5 | Quanzhou Grand Ocean Commercial Limited | Grand Ocean Classic Commercial Group Co., Ltd | 3 | 7,997,760 | 2,080,780 | 1,387,187 | 1,386,996 | 1,108,097 | 5109.16% | 7,997,760 | N | Y | Y |
| 6 | Wuhan Grand Ocean Classic Commercial Development Limited | Grand Ocean Classic Commercial Group Co., Ltd | 3 | 23,847,875 | 1,155,989 | 1,155,989 | 748,119 | 1,100,201 | 70.04% | 23,847,875 | N | Y | Y |
Note 1: In accordance with the Company's and its subsidiaries' procedures governing endorsements and guarantees, the total amount of endorsements and guarantees provided by the Company and each subsidiary, as well as the amount provided to any single enterprise, shall not exceed ten times the net worth as stated in the Company's most recent financial statements. Upon review, there were no instances of exceeding the prescribed limits in the current period.
Note 2: In accordance with the aforementioned procedures, for entities in which the Company directly or indirectly holds, or is held, more than 50% of the voting shares, the total amount of endorsements and guarantees and the amount provided to any single enterprise by Grand Ocean Classic Commercial Group Co., Ltd and its subsidiaries shall not exceed five times the total assets as stated in their most recent financial statements.
Note 3: Standby letters of credit (Standby L/C) and time deposits amounting to NT$750,291 thousand were provided as guarantees.
Note 4: Relationship with the endorsed/guaranteed parties:
(1) Companies having business transactions with the Company.
(2) Companies in which the Company directly or indirectly holds more than 50% of the voting shares.
(3) Companies that directly or indirectly hold more than 50% of the voting shares of the Company.
(4) Companies in which the Company directly or indirectly holds 90% or more of the voting shares.
(5) Companies within the same industry or joint constructors that provide mutual guarantees in accordance with contractual agreements due to project contracting requirements.
(6) Companies for which all investing shareholders provide endorsements/guarantees in proportion to their shareholdings due to joint investment relationships.
(7) Companies within the same industry providing joint and several guarantees for pre-sale housing contracts in accordance with consumer protection regulations.
Note 5: Subsidiaries Fuzhou Grand Ocean Classic Commerce Limited, Wuhan Optics Valley Grand Ocean Commercial Development Limited, and Quanzhou Grand Ocean Commercial Limited jointly provided endorsements and guarantees for Grand Ocean Classic Commercial Group Co., Ltd. The total endorsed/guaranteed amount at the end of the period was NT$4,161,561 thousand as a jointly shared credit facility, with an actual risk exposure of NT$1,387,187 thousand.
Subsidiaries Grand Ocean Classic Commercial Group Co., Ltd and Fuzhou Grand Ocean Commercial Limited jointly provided endorsements and guarantees for Wuhan Grand Ocean Classic Commercial Development Limited. The total endorsed/guaranteed amount at the end of the period was NT$1,248,468 thousand as a jointly shared credit facility, with an actual risk exposure of NT$624,234 thousand.
Subsidiaries Fuzhou Grand Ocean Classic Commerce Limited and Wuhan Grand Ocean Classic Commercial Development Limited jointly provided endorsements and guarantees for Grand Ocean Classic Commercial Group Co., Ltd. The total endorsed/guaranteed amount at the end of the period was NT$2,311,978 thousand as a jointly shared credit facility, with an actual risk exposure of NT$1,155,989 thousand.
Subsidiaries Grand Ocean Classic Commercial Group Co., Ltd and Fuzhou Grand Ocean Commercial Limited jointly provided endorsements and guarantees for Shanghai Grand Ocean Qianshu Commercial Management Co., Ltd. The total endorsed/guaranteed amount at the end of the period was NT$462,396 thousand as a jointly shared credit facility, with an actual risk exposure of NT$231,198 thousand.
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GRAND OCEAN RETAIL GROUP LTD. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
Table 3 Significant marketable securities held (excluding investments in subsidiaries, affiliates and joint ventures)
March 31, 2026
| Holding company name | Type and name of marketable securities | Relationship with the holding company | Financial statement account | March 31, 2026 | Note | |||
|---|---|---|---|---|---|---|---|---|
| Shares/Units | Carrying value | Percentage of ownership (%) | Fair value | |||||
| Grand Ocean Retail Group Ltd. | Funds of Allianz Income and Growth | - | Financial assets at fair value through profit or loss - current | 46,510 | 11,999 | - | 11,999 |
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GRAND OCEAN RETAIL GROUP LTD. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
Table 4 Receivables from related parties reaching NT$100 million or 20% of the Company’s paid-in capital or more
March 31, 2026
| Related party | Company name | Relationship | Ending balance (Note 1) | Turnover rate (%) | Overdue | Amounts received in subsequent period | Allowance for impairment loss | |
|---|---|---|---|---|---|---|---|---|
| Amount | Actions taken | |||||||
| Grand Citi Ltd. | GRAND OCEAN RETAIL GROUP LTD. | The parent company | 672,912 | - | - | - | - | |
| Grand Citi Ltd. | Grand Ocean Classic Commercial Group Co., Ltd | Wholly-owned subsidiary | 230,231 | - | - | - | - | |
| Grand Ocean Classic Commercial Group Co., Ltd | Hengyang Grand Ocean Commercial Development Limited | Wholly-owned subsidiary | 343,930 | - | - | - | - | |
| Grand Ocean Classic Commercial Group Co., Ltd | Quanzhou Grand Ocean Commercial Limited | Wholly-owned subsidiary | 1,509,722 | - | - | - | - | |
| Grand Ocean Classic Commercial Group Co., Ltd | Fuzhou Grand Ocean Classic Commerce Limited | Wholly-owned subsidiary | 1,528,448 | - | - | - | - | |
| Grand Ocean Classic Commercial Group Co., Ltd | Fuzhou Jiaruixing Business Administration Limited | Wholly-owned subsidiary | 187,733 | - | - | - | - | |
| Grand Ocean Classic Commercial Group Co., Ltd | Fuzhou Grand Ocean Commercial Limited | Wholly-owned subsidiary | 278,826 | - | - | - | - | |
| Grand Ocean Classic Commercial Group Co., Ltd | Shanghai Grand Ocean Qianshu Commercial Management Co., Ltd | Wholly-owned subsidiary | 323,474 | - | - | - | - | |
| Grand Ocean Classic Commercial Group Co., Ltd | GRAND OCEAN RETAIL GROUP LTD. | The parent company | 729,486 | - | - | - | - | |
| Fuzhou Grand Ocean Commercial Limited | Wuhan Grand Ocean Classic Commercial Development Limited | Wholly-owned subsidiary of Grand Ocean Classic Commercial Group Co., Ltd. | 226,574 | - | - | - | - | |
| Nanjing Grand Ocean Classic Commercial Limited | Grand Ocean Classic Commercial Group Co., Ltd | Wholly-owned subsidiary of Grand Ocean Classic Commercial Group Co., Ltd. | 2,517,698 | - | - | - | - | |
| Wuhan Grand Ocean Classic Commercial Development Limited | Shiyan Grand Ocean Commerce Limited | Wholly-owned subsidiary of Grand Ocean Classic Commercial Group Co., Ltd. | 443,439 | - | - | - | - | |
| Wuhan Grand Ocean Classic Commercial Development Limited | Hengyang Grand Ocean Commercial Development Limited | Wholly-owned subsidiary of Grand Ocean Classic Commercial Group Co., Ltd. | 190,231 | - | - | - | - | |
| Wuhan Grand Ocean Classic Commercial Development Limited | Wuhan Hanyang Grand Ocean Classic Commercial Limited | Wholly-owned subsidiary of Grand Ocean Classic Commercial Group Co., Ltd. | 103,213 | - | - | - | - | |
| Yichang Grand Ocean Commerce Limited | Grand Ocean Classic Commercial Group Co., Ltd | Wholly-owned subsidiary of Grand Ocean Classic Commercial Group Co., Ltd. | 1,038,542 | - | - | - | - | |
| Yichang Grand Ocean Commerce Limited | Wuhan Optics Valley Grand Ocean Commercial Development Limited | Wholly-owned subsidiary of Grand Ocean Classic Commercial Group Co., Ltd. | 222,875 | - | - | - | - | |
| Hefei Grand Ocean Classic Commercial Development Limited | Grand Ocean Classic Commercial Group Co., Ltd | Wholly-owned subsidiary of Grand Ocean Classic Commercial Group Co., Ltd. | 444,734 | - | - | - | - | |
| Wuhan Optics Valley Grand Ocean Commercial Development Limited | Grand Ocean Classic Commercial Group Co., Ltd | Wholly-owned subsidiary of Grand Ocean Classic Commercial Group Co., Ltd. | 149,817 | - | - | - | - | |
| Wuhan Optics Valley Grand Ocean Commercial Development Limited | Wuhan Grand Ocean Classic Commercial Development Limited | Wholly-owned subsidiary of Grand Ocean Classic Commercial Group Co., Ltd. | 141,725 | - | - | - | - |
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GRAND OCEAN RETAIL GROUP LTD. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
Table 5 The business relationship and significant transactions between the parent and subsidiaries
For the three months ended March 31, 2026
| No. | Company name | Counter-party | Relationship | Transaction | |||
|---|---|---|---|---|---|---|---|
| Accounts | Amount | Transaction terms | Percentage of consolidated net sales or total assets | ||||
| 1 | Grand Citi Ltd. | GRAND OCEAN RETAIL GROUP LTD. | 2 | Other receivables - related parties | 672,912 | Mutually agreed | 3.29% |
| 1 | Grand Citi Ltd. | Grand Ocean Classic Commercial Group Co., Ltd | 1 | Other receivables - related parties | 230,231 | Mutually agreed | 1.13% |
| 2 | Grand Ocean Classic Commercial Group Co., Ltd | Hengyang Grand Ocean Commercial Development Limited | 1 | Other receivables - related parties | 343,930 | Mutually agreed | 1.68% |
| 2 | Grand Ocean Classic Commercial Group Co., Ltd | Quanzhou Grand Ocean Commercial Limited | 1 | Other receivables - related parties | 1,509,722 | Mutually agreed | 7.38% |
| 2 | Grand Ocean Classic Commercial Group Co., Ltd | Fuzhou Grand Ocean Classic Commerce Limited | 1 | Other receivables - related parties | 1,528,448 | Mutually agreed | 7.47% |
| 2 | Grand Ocean Classic Commercial Group Co., Ltd | Fuzhou Jiaruixing Business Administration Limited | 1 | Other receivables - related parties | 187,733 | Mutually agreed | 0.92% |
| 2 | Grand Ocean Classic Commercial Group Co., Ltd | Fuzhou Grand Ocean Commercial Limited | 1 | Other receivables - related parties | 278,826 | Mutually agreed | 1.36% |
| 2 | Grand Ocean Classic Commercial Group Co., Ltd | Wuhan Grand Ocean Classic Commercial Development Limited | 1 | Other receivables - related parties | 1,618 | Mutually agreed | 0.01% |
| 2 | Grand Ocean Classic Commercial Group Co., Ltd | Shanghai Grand Ocean Qianshu Commercial Management Co., Ltd | 1 | Other receivables - related parties | 323,474 | Mutually agreed | 1.58% |
| 2 | Grand Ocean Classic Commercial Group Co., Ltd | GRAND OCEAN RETAIL GROUP LTD. | 2 | Other receivables - related parties | 729,486 | Mutually agreed | 3.57% |
| 3 | Fuzhou Grand Ocean Commercial Limited | Fuzhou Jiaruixing Business Administration Limited | 1 | Other receivables - related parties | 34,680 | Mutually agreed | 0.17% |
| 3 | Fuzhou Grand Ocean Commercial Limited | Wuhan Grand Ocean Classic Commercial Development Limited | 1 | Other receivables - related parties | 226,574 | Mutually agreed | 1.11% |
| 4 | Nanjing Grand Ocean Classic Commercial Limited | Grand Ocean Classic Commercial Group Co., Ltd | 2 | Other receivables - related parties | 2,517,698 | Mutually agreed | 12.31% |
| 5 | Wuhan Grand Ocean Classic Commercial Development Limited | Shiyan Grand Ocean Commerce Limited | 1 | Other receivables - related parties | 443,439 | Mutually agreed | 2.17% |
| 5 | Wuhan Grand Ocean Classic Commercial Development Limited | Hengyang Grand Ocean Commercial Development Limited | 1 | Other receivables - related parties | 190,231 | Mutually agreed | 0.93% |
| 5 | Wuhan Grand Ocean Classic Commercial Development Limited | Wuhan Hanyang Grand Ocean Classic Commercial Limited | 1 | Other receivables - related parties | 103,213 | Mutually agreed | 0.50% |
| 6 | Yichang Grand Ocean Commerce Limited | Grand Ocean Classic Commercial Group Co., Ltd | 2 | Other receivables - related parties | 1,038,542 | Mutually agreed | 5.08% |
| 6 | Yichang Grand Ocean Commerce Limited | Wuhan Grand Ocean Classic Commercial Development Limited | 1 | Other receivables - related parties | 84,468 | Mutually agreed | 0.41% |
| 6 | Yichang Grand Ocean Commerce Limited | Wuhan Optics Valley Grand Ocean Commercial Development Limited | 1 | Other receivables - related parties | 222,875 | Mutually agreed | 1.09% |
| 7 | Hefei Grand Ocean Classic Commercial Development Limited | Grand Ocean Classic Commercial Group Co., Ltd | 2 | Other receivables - related parties | 444,734 | Mutually agreed | 2.17% |
| 8 | Shanghai Jingxuan Business Administration Limited | Grand Ocean Classic Commercial Group Co., Ltd | 2 | Other receivables - related parties | 32,136 | Mutually agreed | 0.16% |
| 9 | Wuhan Optics Valley Grand Ocean Commercial Development Limited | Grand Ocean Classic Commercial Group Co., Ltd | 2 | Other receivables - related parties | 149,817 | Mutually agreed | 0.73% |
| 9 | Wuhan Optics Valley Grand Ocean Commercial Development Limited | Wuhan Grand Ocean Classic Commercial Development Limited | 1 | Other receivables - related parties | 141,725 | Mutually agreed | 0.69% |
Note 1: The numbering system is as follows:
-57-
1.1. “0” represents the parent company.
- Subsidiaries are numbered sequentially in Arabic numerals starting from “1” according to company classification.
Note 2: The types of relationships with counterparties are indicated as follows:
- Parent company to subsidiary.
- Subsidiary to parent company.
- Subsidiary to subsidiary.
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GRAND OCEAN RETAIL GROUP LTD. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
Table 6 Information on investees (excluding investees in Mainland China)
Information on investees for the three months ended March 31, 2026
| Investor Company | Investee Company | Location | Main business activities | Original investment amount | Balance as of March 31, 2026 | Net income (losses) of the investee | Share of Profit/loss on investee | Note | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| March 31, 2026 | December 31, 2025 | Shares | Percentage of ownership | Carrying amount | |||||||
| GRAND OCEAN RETAIL GROUP LTD. | Grand Citi Ltd. | Hong Kong | Primarily engaged in general investment activities | 4,244,240 | 4,244,240 | 1,040,000,000 | 100.00% | 6,965,684 | (159,881) | (159,881) | Subsidiary |
| Grand Citi Ltd. | Sandmartin International Holdings Limited | Hong Kong | Media and entertainment platform-related industries | 81,052 | 81,052 | 4,419,725 | 3.59% | - | - | - | Associate |
GRAND OCEAN RETAIL GROUP LTD. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
Table 7 Information on investment in Mainland China
- The names of investees in Mainland China, the main business and other information:
| Investee company | Main business | Total amount of paid-in capital | Method of investment | Accumulated outflow of investment from Taiwan as of January 1, 2026 | Investment of flows | Accumulated outflow of investment from Taiwan as of March 31, 2026 | Net income (loss) of the investee company | Percentage of ownership | Share of profits/losses | Carrying amount as of March 31, 2026 | Accumulated inward remittance of earnings as of March 31, 2026 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| outflow | inflow | |||||||||||
| Grand Ocean Classic Commercial Group Co., Ltd | Engaged in holding activities and the wholesale of cosmetics, apparel, footwear, accessories, packaging materials, food products, household appliances, communication equipment, and handicrafts. | 3,930,362 | ||||||||||
| (CNY 850,000) | (2) | (Note 2) | (Note 2) | (Note 2) | (Note 2) | (162,987) | 100% | (162,987) | 5,902,460 | - | ||
| Nanjing Grand Ocean Classic Commercial Limited | Wholesale of cosmetics, apparel, footwear, accessories, packaging materials, food products, household appliances, communication equipment, and handicrafts. | 231,198 | ||||||||||
| (CNY 50,000) | (2) | (Note 2) | (Note 2) | (Note 2) | (Note 2) | 11,147 | 100% | 11,147 | 2,138,015 | - | ||
| Fuzhou Grand Ocean Commercial Limited | Wholesale of cosmetics, apparel, footwear, accessories, packaging materials, food products, household appliances, communication equipment, and handicrafts. | 323,677 | ||||||||||
| (CNY 70,000) | (2) | (Note 2) | (Note 2) | (Note 2) | (Note 2) | (66,272) | 100% | (66,272) | 1,660,468 | - | ||
| Quanzhou Grand Ocean Commercial Limited | Wholesale of cosmetics, apparel, footwear, accessories, packaging materials, food products, household appliances, communication equipment, and handicrafts. | 92,479 | ||||||||||
| (CNY 20,000) | (2) | (Note 2) | (Note 2) | (Note 2) | (Note 2) | (20,686) | 100% | (20,686) | 27,151 | - | ||
| Wuhan Grand Ocean Classic Commercial Development Limited | Wholesale of cosmetics, apparel, footwear, accessories, packaging materials, food products, household appliances, communication equipment, and handicrafts. | 231,198 | ||||||||||
| (CNY 50,000) | (2) | (Note 2) | (Note 2) | (Note 2) | (Note 2) | (43,087) | 100% | (43,087) | 1,650,433 | - | ||
| Wuhan Optics Valley Grand Ocean Commercial Development Limited | Wholesale of cosmetics, apparel, footwear, accessories, packaging materials, food products, household appliances, communication equipment, and handicrafts. | 92,479 | ||||||||||
| (CNY 20,000) | (2) | (Note 2) | (Note 2) | (Note 2) | (Note 2) | 11,285 | 100% | 11,285 | 1,832,353 | - | ||
| Wuhan Hanyang Grand Ocean Classic Commercial Limited | Wholesale of cosmetics, apparel, footwear, accessories, packaging materials, food products, household appliances, communication equipment, and handicrafts. | 323,677 | ||||||||||
| (CNY 70,000) | (2) | (Note 2) | (Note 2) | (Note 2) | (Note 2) | (30) | 100% | (30) | (193,248) | - |
-59-
| Investee company | Main business | Total amount of paid-in capital | Method of investment | Accumulated outflow of investment from Taiwan as of January 1, 2026 | Investment of flows | Accumulated outflow of investment from Taiwan as of March 31, 2026 | Net income (loss) of the investee company | Percentage of ownership | Share of profits/losses | Carrying amount as of March 31, 2026 | Accumulated inward remittance of earnings as of March 31, 2026 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| outflow | inflow | |||||||||||
| Fuzhou Grand Ocean Classic Commerce Limited | Wholesale of cosmetics, apparel, footwear, accessories, packaging materials, food products, household appliances, communication equipment, and handicrafts. | 231,198 | ||||||||||
| (CNY 50,000) | (2) | (Note 2) | (Note 2) | (Note 2) | (Note 2) | (30,486) | 100% | (30,486) | (172,475) | - | ||
| Chongqing Optics Valley Grand Ocean Commercial Development Limited | Wholesale of cosmetics, apparel, footwear, accessories, packaging materials, food products, household appliances, communication equipment, and handicrafts. | 786,072 | ||||||||||
| (CNY 170,000) | (2) | (Note 2) | (Note 2) | (Note 2) | (Note 2) | (47,736) | 100% | (47,736) | - | - | ||
| Hengyang Grand Ocean Commercial Development Limited | Wholesale of cosmetics, apparel, footwear, accessories, packaging materials, food products, household appliances, communication equipment, and handicrafts. | 92,479 | ||||||||||
| (CNY 20,000) | (2) | (Note 2) | (Note 2) | (Note 2) | (Note 2) | (15,742) | 100% | (15,742) | (458,216) | - | ||
| Yichang Grand Ocean Commerce Limited | Wholesale of cosmetics, apparel, footwear, accessories, packaging materials, food products, household appliances, communication equipment, and handicrafts. | 92,479 | ||||||||||
| (CNY 20,000) | (2) | (Note 2) | (Note 2) | (Note 2) | (Note 2) | 29,985 | 100% | 29,985 | 564,978 | - | ||
| Shanghai Jingxuan Business Administration Limited | Engaged in management consulting services, retail and wholesale of cosmetics, apparel and footwear, as well as e-commerce operations. | 46,240 | ||||||||||
| (CNY 10,000) | (2) | (Note 2) | (Note 2) | (Note 2) | (Note 2) | - | 100% | - | 35,965 | - | ||
| Hefei Grand Ocean Classic Commercial Development Limited | Wholesale of cosmetics, apparel, footwear, accessories, packaging materials, food products, household appliances, communication equipment, and handicrafts. | 92,479 | ||||||||||
| (CNY 20,000) | (2) | (Note 2) | (Note 2) | (Note 2) | (Note 2) | 10,166 | 100% | 10,166 | 311,596 | - | ||
| Shiyan Grand Ocean Commerce Limited | Wholesale of cosmetics, apparel, footwear, accessories, packaging materials, food products, household appliances, communication equipment, and handicrafts. | 92,479 | ||||||||||
| (CNY 20,000) | (2) | (Note 2) | (Note 2) | (Note 2) | (Note 2) | (13,367) | 100% | (13,367) | (343,396) | - | ||
| Fuzhou Jiaruixing Business Administration Limited | Engaged in management consulting services, retail and wholesale of cosmetics, apparel and footwear, as well as e-commerce operations. | 23,120 | ||||||||||
| (CNY 5,000) | (2) | (Note 2) | (Note 2) | (Note 2) | (Note 2) | 3,108 | 100% | 3,108 | (230,268) | - | ||
| Shanghai Grand Ocean Qianshu Commercial Management Co., Ltd | Engaged in management consulting services, retail and wholesale of cosmetics, apparel and footwear, as well as e-commerce operations. | 231,198 | ||||||||||
| (CNY 50,000) | (2) | (Note 2) | (Note 2) | (Note 2) | (Note 2) | (54,178) | 100% | (54,178) | (858,833) | - |
| Investee company | Main business | Total amount of paid-in capital | Method of investment | Accumulated outflow of investment from Taiwan as of January 1, 2026 | Investment of flows | Accumulated outflow of investment from Taiwan as of March 31, 2026 | Net income (loss) of the investee company | Percentage of ownership | Share of profits/losses | Carrying amount as of March 31, 2026 | Accumulated inward remittance of earnings as of March 31, 2026 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| outflow | inflow | |||||||||||
| Fuzhou Grand Ocean Select Commercial Co., Ltd. | Engaged in management consulting services, retail and wholesale of cosmetics, apparel and footwear, as well as e-commerce operations. | 6,936 (CNY 1,500) | (2) | (Note 2) | (Note 2) | (Note 2) | (Note 2) | (3,220) | 100% | (3,220) | (3,034) | - |
| Grand Ocean Classic (Shanghai) Commercial Group Co., Ltd. (Note 4) | Engaged in management consulting services, retail and wholesale of cosmetics, apparel and footwear, as well as e-commerce operations. | - (CNY 0) | (2) | (Note 2) | (Note 2) | (Note 2) | (Note 2) | (1,746) | 100% | (1,746) | (3,549) | - |
- Limitation on investment in Mainland China:
| Accumulated investment in Mainland China as of March 31, 2026 | Investment amounts authorized by investment commission, MOEA | Upper limit on investment |
|---|---|---|
| Note 2 | Note 2 | Note 2 |
Note 1: The methods for engaging in investment in Mainland China include the following:
(1)Direct investment in Mainland China.
(2)Indirect investment in Mainland China through companies registered in a third region (the Company invests through Grand Citi Ltd.).
(3)Others method.
Note 2: The Company is an offshore company and is not subject to the "Regulations Governing the Review of Investment or Technical Cooperation in Mainland China."
Note 3: Except for certain non-significant subsidiaries, for which investment gains or losses are recognized based on their self-prepared management accounts, the investment gains or losses of other investees are recognized based on financial statements reviewed by international accounting firms affiliated with accounting firms in the Republic of China through cooperative relationships.
Note 4: No capital contribution has been made yet.
- Significant transactions:
Significant transactions between the Group and its investees in Mainland China, whether directly or indirectly, for the period from January 1 to March 31, 2026 (which have been eliminated in the preparation of the consolidated financial statements), are disclosed in the section "Information on significant transactions."