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SSM AGM Information 2025

May 21, 2025

51964_rns_2025-05-21_97ff6b8f-9eba-4743-bb91-bdef8be61167.pdf

AGM Information

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Sunspring Metal Corporation

Annual General Shareholders’ Meeting Minutes 2025

Date: May 9, 2025 (Friday)

DISCLAIMER

THIS IS A TRANSLATION OF THE HANDBOOK FOR THE 2025 ANNUAL GENERAL MEETING (THE “HANDBOOK”) OF SUNSPRING METAL CORPORATION (THE “COMPANY”). THIS TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NOTHING ELSE, THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE AGENDA SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.

SUNSPRING METAL CORPORATION 2025ANNUAL GENERAL SHAREHOLDERS’ MEETING MINTUES (Translation)

Time: 9:00 am, May. 9, 2025 (Friday)

Venue: 4F, No.610, Sec. 4, Taiwan Boulevard, Taichung 40764, Taiwan, R.O.C. (Windsor Hotel Taichung) (Physical Shareholders Meeting)

Attendants Total shares represented by shareholders and proxy present 110,930,188 shares (including exercised by way of electronic transmission 9,562,693shares) is 55.46% of total outstanding shares of the Company 199,994,152shares

、 、 Direcotrs present: Yang, Cheng – Fa Yang, Ching – Chi Yang, Shu – Chuan Independent direcotrs present: Chen, Yu – Cheng (Audit Committee Convener) Lee, Su – Ying (Remuneration Committee Convener) Lin, Ying – Ke Hsu, Lien – Kai

Chairman: Yang, Ching - Chi Minute Recorder: Huang, Yai - Huei

I. Chairman announced commencement

II. Opening remarks by the chairman (omitted) III. Report items

  • A. 2024 business report

Detail 2024 Business Report (please refer to attachment 1).

  • B. 2024 audit committee review report

Detail: 2024 Audit Committee Review Report (please refer to attachment 2)

  • C. Execution of the 2024 employees and directors compensation plan:

Units: NT$’000

Units: NT$’000
Item Persons awarded Amount of payment per
boardresolution
Payment method
Compensation to
employees
Employees 45,563 cash
Compensation to
directors
Directors 0
Total 45,563
  • D. Cash dividends distribution report for 2024 earnings

  • (1) The Board of Directors resolved the cash dividends for 2024 earnings were NT$359,989,474 in total, NT$1.8 per share, in accordance with Paragraph 3 of Article 30 of the Articles of Incorporation.

  • (2) The dividend will be paid in cash with calculation rounded down to the nearest one NTD (any amount under one NTD will be discarded). The remaining fraction will be incorporated into the other revenue of the Company.

  • (3) If laws and regulations or objective matters are changing subsequently, and resulting in changes in the current shares outstanding and dividend yield, the chairman is authorized to deal with all of them.

  • 1 -

  • E. The report of audit committee and independent directors for their communication with the chief internal auditors

  • The chief internal auditor submitted all of audit reports to independent directors, and presented the findings of all audit reports in the meetings of the Audit Committee and Board of Directors at least 4 times a year. She also discussed the operations of the internal control system with independent

  • directors on a case-by-case basis by email telephone or closed door conference

  • F. Other report items : none

Shareholder account number 7135 speech summary:

  1. In response to the tariff measures, how is the Company adjusting production capacity between its China and Taiwan facilities? Have customers made any new requests, or have there been changes to contract terms?

  2. What is the impact of exchange rate fluctuations on the Company? If the New Taiwan Dollar continues to appreciate in the medium to long term, what measures does the Company plan to take?

  3. The Company’s current revenue growth is primarily driven by existing customers. There appears to be no significant growth from new customer development. What are the reasons for this?

Responses by the Chairman:

  1. In response to the US tariff policy, the company plans to transfer individual products to Taiwan manufacturing operation or allocate production capacity between Taiwan manufacturing operation and China manufacturing operation to increase the added value of Taiwan manufacturing operation. In addition, it will continue to increase the production of Taiwan manufacturing operation and strive to resell the finished products of Taiwan to the United States.

  2. To manage exchange rate fluctuations, the Company has implemented a quarterly price adjustment mechanism with customers, helping to reduce the long-term impact of currency changes. For foreign exchange risks related to our U.S. dollar-denominated assets, we rely on a natural hedging strategy.

  3. The Company continues to actively develop its product lines. Current R&D efforts are focused on assisting existing customers in transitioning from brass-structured components to Zinc body + no-/low-lead brass or plastic waterway.

IV. Ratification items

Item 1 (Proposed by the Board of Directors)

Proposal: Ratification of the 2024 business report, and consolidated and individual financial statements

Explanation:

  • A. The Company’s 2024 consolidated and individual financial statements have been audited by the CPA firm Deloitte Touche Tohmatsu Limited.

  • B. Pursuant to Article 228 of the Company Act, the Company compiled the following reports:

  • Business report (please refer to attachment 1)

  • Consolidated financial statements (please refer to attachment 3)

  • Individual financial statements (please refer to attachment 4)

  • 2 -

C. The attached report and financial statements have been reviewed by the audit committee. Voting Results Shares represented at the time of voting 110,930,188

Voting Results* Voting Results* % of the total represented share
present
Votes in favor 108,665,094 votes
(8,652,884 votes)
97.95%
Votes against 18,624 votes
(18,624 votes)
0.01%
Votes abstained 2,246,470 votes
( 891,185votes)
2.02%
Votes invalid 0 votes 0.00%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

Item 2 (Proposed by the Board of Directors)

Proposal: Ratification of the proposal for distribution of 2024 earnings

Explanation:

  • A. Proposal for distribution of 2024 earnings is listed below. Among them, the cash dividends has been

  • included in the report item D of this annual general meeting in accordance with Paragraph 3 of Article 30 of the Articles of Incorporation

SUNSPRING METAL CORPORATION
Earnings Distribution Table
Year Ended December 31, 2024
Unit: NT$
2024 net profit after tax 544,524,195
Plus: Defined actuarial benefit of the year 5,230,750
Undistributed earnings in the current year 549,754,945
Minus: Legal reserve (10%) (54,975,494)
Plus: Special reserve - Debit balance of exchange differences on
translation of foreign operations’ financial statements
261,992,050
2024 earnings for distribution 756,771,501
Plus: Undistributed earnings of previous year 2,381,831,141
Earnings for distribution until the end of 2024 3,138,602,642
Distribution items:
Cash dividends to shareholdersNT$ 1.8 / per share (359,989,474)
Undistributed earnings at the end of the year 2,778,613,168
Chairman: Yang, Ching Chi Manager: Yang, Ching Chi Accountant: Wu, Yung Fu
  • B. A 5% tax rate is applied to undistributed earnings under Article 66-9 of the Income Tax Law. In accordance to the Ministry of Finance announcement letter No. 871941343 issued on April 30th, 1998, the distributed earnings should be individually recognized, and priority given to the latest years’ earnings.

  • 3 -

Voting Results Shares represented at the time of voting 110,930,188

Voting Results* Voting Results* % of the total represented share
present
Votes in favor 108,832,242 votes
(8,820,032 votes)
98.10%
Votes against 22,350 votes
(22,350votes)
0.02%
Votes abstained 2,075,596 votes
(720,311 votes)
1.87%
Votes invalid 0 votes 0.00%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

V. Discussion items

Item 1 (Proposed by the Board of Directors)

Proposal: Discussion of amendments to the “Articles of Incorporation”

Explanation:

In line with the Company's relocation to the Central Taiwan Science Park, operational needs and the Financial Supervisory Commission's Order No. 1130385442 dated November 8, 2024, it is planned to amend some provisions of the Company's “Articles of Incorporation”. Please refer to Attachment 5 for the comparison table of the revised provisions.

Voting Results Shares represented at the time of voting 110,930,188

Voting Results* Voting Results* % of the total represented share
present
Votes in favor 108,827,565 votes
(8,815,355votes)
98.10%
Votes against 27,349 votes
(27,349votes)
0.02%
Votes abstained 2,075,274 votes
(719,989votes)
1.87%
Votes invalid 0 votes 0.00%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

VI. Elections

Item 1 (proposed by the board of directors)

Proposal: Election of directors

Explanation:

  • A. The term of office of the current directors of the Company was originally scheduled to expire on April 28, 2025. In accordance with Article 195, Paragraph 2 of the Company Law, if the term of office of a director expires before re-election, his/her term of office shall be extended until the re-elected directors take office.

  • 4 -

  • B. There are seven seats for directors to be elected this term (including four independent directors). The new directors will take office immediately after the election, and their term of office will be from May 9, 2025 to May 8, 2028.

  • C. Pursuant to Article 18-1 of the Company's Articles of Association, the election of directors shall be conducted by the candidate nomination system in accordance with Article 192-1 of the Company Act. For relevant information on the candidates, please refer to Appendix 6..

Elections Result: Number of voting rights 775,482,316elected list

Title Name Number of election rights
Director He Yi Co., Ltd. Representative:
Yang, Ching-Chi

225,660,194 votes
(10,093,004 votes)
Director He Yi Co., Ltd. Representative:
Yang, Cheng-Hwa
164,412,781 votes
(10,129,699votes)
Director Yang, Shu-Chuan 149,983,192 votes
(5,788,839votes)
Independent Director Chen, Yu-Cheng 57,949,690votes
(5,633,468votes)
Independent Director Li, Su-Ying 55,837,517 votes
(5,636,699votes)
Independent Director Lin, Ying-Ko 53,359,943 votes
(10,246,505votes)
Independent Director Hsu, Lien Kai 50,530,071 votes
(10,119,704 votes)

*including votes casted electronically (numbers in brackets)

VII. Other matters

Item 1 (proposed by the board of directors)

Proposal: Proposal of release the prohibition on new directors from participation in competitive business

Explanation:

  • A. Pursuant to Article 209 of the Company Act, a director who engages in any behavior for himself/herself or on behalf of another person that is within the scope of the company's business shall obtain the meeting of shareholders approval.

  • B. As all the directors of the Company will be re-elected this year, it is proposed that the new directors (including the directors who are natural persons, juristic persons, and representatives appointed by juristic persons) to be permitted to act for themselves or on behalf of another person whenever such act falls within the scope of the Company’s business.

  • C. After the candidates for directors and independent directors are elected, it is proposed to release the prohibition on them from participation in competitive business. The content of the competitive business and their positions is as follows:

  • 5 -

The Company Other company
Position name Company name Position
Director He Yi Co., Ltd.
Representative:
Yang, Ching Chi
Sunspring Automation
Corporation
Chairman
Rexon Industrial., LTD Director
Independent Director Chen, Yu Cheng Taiwan Sakura
Corporation
Independent
Director

Voting Results Shares represented at the time of voting 110,930,188

Voting Results* Voting Results* % of the total represented share
present
Votes in favor 108,677,925 votes
(8,665,715votes)
97.96%
Votes against 131,983votes
(131,983votes)
0.11%
Votes abstained 2,120,280 votes
(764,995votes)
1.91%
Votes invalid 0 votes 0.00%
  • *including votes casted electronically (numbers in brackets)

  • RESOLVED, that the above proposal be and hereby was approved as proposed.

VIII. Questions and motions none

IX. Adjournment Meeting Ended at 9:30 a.m.

This minutes of the 2025 Annual General Shareholders' Meeting stated the meeting and the shareholders' statements briefly. The content, the process and the shareholders' statements of the meeting shall be referred to audio and video conference records

  • 6 -

Attachment 1

SUNSPRING METAL CORPORATION 2024 Business Report

A. Performance of operations in 2024

The customer orders remained flat in 2024, as the FED and ECB still maintained high interest rates, and mortgage interest rates remained high, which limited the demand for home purchases in major markets. Therefore, the net s was NT$7,572,412 thousand, which was similar to the previous year.

In addition, the better sales product mix had a positive impact. Therefore, the consolidated gross margin increased to 14.44%, an increase of 21% as compared to the previous year. The increase in operating expenses of NT$24,071 thousand from the previous year was due to the reversal of expected credit impairment losses by recovery of overdue accounts, and the increase in export expenses. All things above considered, the increase in operating income is NT$168,016 thousand, an increase of 50%.

The increase in non-operating expenses of NT$168,415 thousand in 2024 was mainly due to the increase in foreign currency exchange gain on account of the depreciation of the RMB against the USD, as well as the increase in interest revenue of deposits.

To sum up, the consolidated net income for FY2024 was NT$544,281 thousand, representing a 73% increase over the previous year.

B. Financial Budget

None financial forecast preparation for 2024.

C. Operation and profitability analysis

Units: NT$’000 Units: NT$’000 Units: NT$’000 Units: NT$’000
Item 2024 2023
Amount % Amount %
Net sales 7,572,412
100.00
7,566,891
100.00
Operating costs 6,478,658
85.56
6,665,224
88.08
Gross profit 1,093,754
14.44
901,667
11.92
Operating expenses 586,603
7.74
562,532
7.43
Operating income 507,151 6.70 339,135
4.48
Non-operating expenses & income 181,817
2.40
13,402 0.18
Income before income tax 688,968
9.10
352,537
4.66
Income tax expense 144,687
1.91
38,357
0.51
Net income 544,281
7.19
314,180
4.15
  1. The customer orders remained flat in 2024, as the FED and ECB still maintained high interest

  2. rates, and mortgage interest rates remained high, which limited the demand for home purchases in major markets. Therefore, the net s was NT$7,572,412 thousand, which was similar to the previous year.

  3. 7 -

  4. 2024 consolidated gross margin scended to 14.44%.This was due to the better sales product mix had a positive impact.

  5. 2024 consolidated operating expenses increased of NT$24,071 thousand from the previous year. This was due to the reversal of expected credit impairment losses by recovery of overdue accounts, and the increase in export expenses..

  6. 2024 consolidated non-operating income increased of NT$168,415 thousand from the previous year. This was mainly due to the increase in foreign currency exchange gain on account of the depreciation of the RMB against the USD, as well as the increase in interest revenue of deposits.

  7. 2024 consolidated income tax expenses increased NT$106,330 thousand from the previous year, mainly because of the increase of income before income tax.

D. Status of Research and Development:

The Company’s R&D performance in 2024 are as follows:

  1. Number of developed tooling casts ( only for zinc die-casting tool, brass casting tool and hydro forming tool, excluding brass forging tool, bending tool, stamping tool and sand core tool) 73 sets

  2. New finish development: 3 finishes

  3. New manufacturing technology development Continuing to introduce the integrated cell automation, and manual & hybrid assembly lines.

Chairman: Yang, Ching Chi Manager: Yang, Ching Chi Accountant: Wu, Yung Fu

  • 8 -

Attachment 2

Sunspring Metal Corporation

Audit Committee Review Report

2024 Financial Statements through the agreement by the audit committee and resolution of the Board of Directors were audited by the CPA firm Deloitte Touche Tohmatsu Limited and an audit report relating to the Financial Statements was issued.

The Company’s 2024 Business Report and earnings distribution proposal which were prepared by the Board of Directors have been reviewed and determined to be correct and accurate by the Audit Committee of Sunspring Metal Corporation. In accordance with Article 219 of the Company Act, I hereby submit this report.

Sunspring Metal Corporation 2025 Annual Shareholders’ Meeting

Sunspring Metal Corporation Audit Committee Convener: Chen, Yu Cheng Feb 27, 2025

  • 9 -

Attachment 3

DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES

The companies required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2024 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standard 10 “Consolidated Financial Statements”. Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we did not prepare a separate set of consolidated financial statements of affiliates.

Very truly yours,

SUNSPRING METAL CORPORATION

By:

Yang, Ching, Chi President Feb. 27, 2025

  • 10 -

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INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Sunspring Metal Corporation

Opinion

We have audited the accompanying consolidated financial statements of Sunspring Metal Corporation (the “Company”) and its subsidiaries (collectively the “Group”), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statement”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters of the Group’s consolidated financial statements for the year ended December 31, 2024 are described as follows:

Revenue Recognition

The growth rate of sales revenue from some of the specific customers is significantly higher than the average sales revenue; therefore, the specific revenue from these customers was identified as a key audit matter. Refer to Note 4 to the consolidated financial statements for the related accounting policies on sales revenue.

  • 11 -

Our audit procedures performed in regard to the key audit matter included the following:

  1. We understood the design and implementation of the main internal controls for the abovementioned customer-specific sales revenue and tested if these controls were performed effectively.

  2. We selected appropriate samples from the abovementioned customer-specific sales receipts and checked the the customer orders, delivery orders and payment collections corresponding to sales revenue to confirm the validity of sales revenue transactions.

Other Matter

We have also audited the parent company only financial statements of Sunspring Metal Corporation as of and for the years ended December 31, 2024 and 2023 on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of

the Group’s internal control.

  • 12 -

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report.

However, future events or conditions may cause the Group to cease to continue as a going concern.

  1. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  2. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2024 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

  • 13 -

The engagement partners on the audits resulting in this independent auditors’ report are Shao-Chun Wu and Li-Tung Wu.

Deloitte & Touche Taipei, Taiwan Republic of China

Feb 27, 2025

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 accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

  • 14 -

SUNSPRING METAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(In Thousands of New Taiwan Dollars, Except Par Value Per Share)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)

Financial assets at fair value through profit or loss - current (Notes 7 and 25)
Financial assets at amortized cost - current
Notes receivable
Trade receivables, net (Note 8)
Other receivables (Note 8)
Current tax assets (Note 20)
Inventories (Note 9)
Other current assets

Total current assets

NON-CURRENT ASSETS
Financial assets at amortized cost - non-current
Property, plant and equipment (Notes 11 and 27)
Right-of-use assets (Notes 12)
Intangible assets (Note 13)
Deferred tax assets (Note 20)
Prepayments for machinery and equipment
Refundable deposits
Net defined benefit assets - non-current (Note 16)
Other financial assets - non-current (Notes 6 and 27)
Other non-current assets

Total non-current assets

TOTAL

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 14 and 27)

Short-term bills payable (Note 14)
Trade payables
Other payables (Note 15)
Current tax liabilities (Note 20)
Lease liabilities - current (Notes 12 and 26)
Current portion of long-term borrowings (Notes 14 and 27)
Other current liabilities

Total current liabilities

NON-CURRENT LIABILITIES
Long-term borrowings (Notes 14 and 27)
Deferred tax liabilities (Note 20)
Lease liabilities - non-current (Notes 12 and 26)
Deferred revenue (Note 22)
Guarantee deposits received

Total non-current liabilities

Total liabilities

EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION
Ordinary shares - par value of NT$10 per share
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other equity

Total equity attributable to owners of the Corporation
NON-CONTROLLING INTERESTS

Total equity

TOTAL
2024
Amount
%
$ 1,160,519 10
-
-
9,448
-
-
-
2,471,457 21
205,745
2
16
-
1,614,753 14

75,317

1


5,537,255
48

-
-
5,073,306 44
514,131
5
75,631
1
105,814
1
75,090
1
7,110
-
24,304
-
37,903
-

22,768

-


5,936,057
52

$ 11,473,312
100

$ 1,110,000 10
-
-
600,516
5
357,009
3
16,799
-
53,669
-
56,987
1

736

-


2,185,716
19

510,716
4
232,545
2
467,360
4
76,959
1

1,873

-


1,289,453
11


3,475,169
30

1,999,942 18
1,911,126 17
891,513
8
334,900
3
2,931,585 25

(72,908)

(1)

7,996,158 70

1,985

-


7,998,143
70

$ 11,473,312
100
2023
Amount
%
$ 1,282,911 10

3,710
-

21,098
-

2,588
-

2,834,522 22

43,445
-

-
-

1,532,451 12

62,411

1

5,783,136
45

4,000
-

5,500,932 43

495,912
4

77,549
1

161,321
1

109,222
1

7,084
-

17,439
-

650,885
5

29,588

-

7,053,932
55
$ 12,837,068
100
$ 1,570,000 12

399,727
3

781,657
6

356,335
3

34,653
-

26,761
-

203,889
2

482

-

3,373,504
26

1,349,604 10

202,837
2

476,904
4

84,438
1

3,146

-

2,116,929
17

5,490,433
43

1,999,942 16

1,911,126 15

859,963
7

270,462
2

2,637,814 20

(334,900)

(3)

7,344,407 57

2,228

-

7,346,635
57
$ 12,837,068
100






























































The accompanying notes are an integral part of the consolidated financial statements.

  • 15 -

SUNSPRING METAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

SALES (Note 18)

COST OF GOODS SOLD (Notes 9, 19and 26)

GROSS PROFIT

OPERATING EXPENSES (Notes 19 and 26)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss reversed (Note 8)

Total operating expenses

PROFIT FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Interest income
Other income (Note 22)
Gain (loss) on disposal of property, plant and
equipment
Foreign exchange gain, net
Loss on financial assets at fair value through
profit or loss, net
Interest expense (Notes 22 and 26)
Other expenses

Total non-operating income and expenses

PROFIT BEFORE INCOME TAX
INCOME TAX EXPENSE (Note 21)

NET PROFIT FOR THE YEAR
2024
Amount
%
$ 7,572,412 100
6,478,658
85

1,093,754
15

175,197
2
367,870
5
43,784
1
(248)

-

586,603

8

507,151

7

70,241
1
28,831
-
(888)
-
139,351
2
(518)
-
(53,942) (1)
(1,258)

-

181,817

2

688,968
9
144,687

2

544,281

7
2023





























Amount
%
$ 7,566,891 100
6,665,224
88
901,667
12

169,415
2

355,723
5

48,664
-
(11,270)

-
563,532

7
339,135

5

30,506
-

34,535
1

(920)
-

31,744
-

(1,833)
-

(65,335) (1)
(15,295)

-
13,402

-

352,537
5
38,357

1
314,180

4
(Continued)
  • 16 -

SUNSPRING METAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently
to profit or loss:
Remeasurement of defined benefit plans

Items that may be reclassified subsequently to
profit or loss:
Exchange differences on translation of the
financial statements of foreign operations
Income tax relating to items that may be
reclassified subsequently to profit or loss
(Note 20)

Other comprehensive income for the year,
net of income tax


NET PROFIT (LOSS) ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests


TOTAL COMPREHENSIVE INCOME (LOSS)
ATTRIBUTABLE TO:
Owners of the Corporation

Non-controlling interests


EARNINGS PER SHARE (Note 22)
Basic

Diluted
2024
Amount
%
$ 6,538
-
261,992
4
(1,308)

-

267,222

4

$ 811,503
11

$ 544,524
7
(243)

-

$ 544,281

7

$ 811,746 11
(243)

-

$ 811,503
11

$ 2.72

$ 2.70
2023























Amount
%
$ 1,563
-

(64,438) (1)
(313)

-
(63,188)
(1)
$ 250,992

3
$ 314,766
4
(586)

-
$ 314,180

4
$ 251,578
3
(586)

-
$ 250,992

3
$ 1.57
$ 1.56

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

  • 17 -

SUNSPRING METAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Dividends Per Share)


BALANCE AT JANUARY 1, 2023

Appropriation of 2022 earnings
Legal reserve
Special reserve
Cash dividends distributed by the Company - NT$1 per share


Net profit for the year ended December 31, 2023
Other comprehensive income for the year ended December 31, 2023, net of
income tax

Total comprehensive income for the year ended December 31, 2023

Changes in ownership interests in subsidiaries

BALANCE AT DECEMBER 31, 2023

Appropriation of 2023 earnings
Legal reserve
Special reserve
Cash dividends distributed by the Company - NT$0.8 per share


Net profit (loss) for the year ended December 31, 2024
Other comprehensive income (loss) for the year ended December 31, 2024,
net of income tax

Total comprehensive income (loss) for the year ended December 31, 2024

BALANCE AT DECEMBER 31, 2024
Equity Attributable to Owners of the Corporation (Note 18) Equity Attributable to Owners of the Corporation (Note 18) Equity Attributable to Owners of the Corporation (Note 18) Equity Attributable to Owners of the Corporation (Note 18)
Total
$ 7,293,341


-

-

(199,994)


(199,994)


314,766

(63,188)


251,578


(518)


7,344,407


-

-

(159,995)


(159,995)


544,524

267,222


811,746

$ 7,996,158
Non-controlling
Interests
(Notes 11 and
24)
$ 2,296


-

-

-


-


(586)

-


(586)


518


2,228


-

-

-


-


(243)

-


(243)

$ 1,985
Total Equity
$ 7,295,637

-

-

(199,994)

(199,994)

314,180

(63,188)

250,992

-

7,346,635

-

-

(159,995)

(159,995)

544,281

267,222

811,503
$ 7,998,143
Ordinary Shares
$ 1,999,942

-
-

-


-

-

-


-


-


1,999,942

-
-

-


-

-

-


-

$ 1,999,942
Capital Surplus
$ 1,911,126


-

-

-


-


-

-


-


-


1,911,126


-

-

-


-


-

-


-

$ 1,911,126
Retained Earnings
Special Reserve Legal Reserve
Unappropriated
Earnings
$ 785,390
$ 380,083
$ 2,487,262


74,573
-
(74,573)

-
(109,621)
109,621

-

-

(199,994)


74,573

(109,621)

(164,946)


-
-
314,766

-

-

1,250


-

-

316,016


-

-

(518)


859,963

270,462

2,637,814


31,550
-
(31,550)

-
64,438
(64,438)

-

-

(159,995)


31,550

64,438

(255,983)


-
-
544,524

-

-

5,230


-

-

549,754

$ 891,513
$ 334,900
$ 2,931,585
Other Equity
Exchange
Differences on
Translation of
the Financial
Statements of
Foreign
Operations
$ (270,462)


-

-

-


-


-

(64,438)


(64,438)


-


(334,900)


-

-

-


-


-

261,992


261,992

$ (72,908)

















Special Reserve
$ 785,390


74,573

-

-


74,573


-

-


-


-


859,963


31,550

-

-


31,550


-

-


-

$ 891,513

































The accompanying notes are an integral part of the consolidated financial statements.

  • 18 -

SUNSPRING METAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss reversed recognized on trade receivables
Net loss (gain) on fair value changes of financial assets and
liabilities at fair value through profit or loss
Interest expense
Interest income
Loss on disposal of property, plant and equipment
Impairment loss (reversed) recognized on non-financial assets
Foreign currency exchange loss(gain), net
Reversed of provisions
Changes in operating assets and liabilities
Notes receivable
Trade receivables
Other receivables
Inventories
Other current assets
Trade payables
Other payables
Other current liabilities
Net defined benefit assets
Deferred revenue

Cash generated from operations

Interest received
Interest paid
Income taxes paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease (increase) in financial assets at amortized cost
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Acquisition of intangible assets
Decrease (increase) in other financial assets
Increase in other non-current assets
Increase in prepayments for machinery and equipment

Net cash generated from (used in) investing activities
2024
$ 688,968

702,948
23,778

(248)
3,710
53,942
(70,241)
888
(42,315)
(115,597)
-
2,588
447,200
(160,833)
(44,529)
13,125
(179,756)
664
1,709
(327)
(10,932)

1,314,742

75,800
(51,383)
(68,564)

1,270,595

5,877
(86,129)
3,433
-
(1,799)
614,050
(937)
(20,542)

513,953
2023
































$ 352,537
717,461
28,309

(11,270)

(3,710)
65,335

(30,506)
920

38,754

117,869

(2,663)
6,782

(802,528)

(15,227)

681,105
1,076

255,158

(19,268)
(3,560)

(628)
25,752
1,401,698
22,274

(57,873)
(87,744)
1,278,355

(25,098)

(102,645)
12,643

(1,152)

(6,306)

(576,764)

(342)
(41,014)
(740,678)

(Continued)

  • 19 -

SUNSPRING METAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from short-term borrowings

Increase (decrease) in short-term bills payable
Proceeds from long-term borrowings
Repayments of long-term borrowings

Decrease in guarantee deposits received
Repayment of the principal portion of lease liabilities
Dividends paid

Net cash generated from (used in) financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE
BALANCE OF CASH AND CASH EQUIVALENTS HELD IN
FOREIGN CURRENCIES

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF
THE YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE
YEAR
2024
$ (470,000)
(399,727)
200,000
(1,188,348)
(1,472)
(53,425)
(159,995)

(2,072,967)

166,027

(122,392)
1,282,911

$ 1,160,519
2023
$ 635,000

399,727
920,000
(1,677,407)

(7,676)

(47,255)
(199,994)
22,395
(4,810)

555,262
727,649
$ 1,282,911

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

  • 20 -

Attachment 4

==> picture [467 x 121] intentionally omitted <==

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Sunspring Metal Corporation

Opinion

We have audited the accompanying financial statements of Sunspring Metal Corporation (the “Company”), which comprise the balance sheets as of December 31, 2024 and 2023, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statement”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters of the Company’s financial statements for the year ended December 31, 2024 are described as follows:

Revenue Recognition

The growth rate of sales revenue from some of the specific customers is significantly higher than the average sales revenue; therefore, the specific revenue from these customers was identified as a key audit matter. Refer to Note 4 to the financial statements for the related accounting policies on sales revenue.

Our audit procedures performed in regard to the key audit matter included the following:

  1. We understood the design and implementation of the main internal controls for the abovementioned customer-specific sales revenue and tested if these controls were performed effectively.

  2. 21 -

  3. We selected appropriate samples from the abovementioned customer-specific sales receipts and checked the customer orders, delivery orders and payment collections corresponding to sales revenue to confirm the validity of sales revenue.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. 22 -

  6. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  7. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2024 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Shao-Chun Wu and Li-Tung Wu.

Deloitte & Touche Taipei, Taiwan Republic of China

Feb 27, 2025

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 accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

  • 23 -

SUNSPRING METAL CORPORATION

BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(In Thousands of New Taiwan Dollars, Except Par Value Per Share)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Note 6)

Financial liabilities at fair value through profit or loss - current (Notes 7 and 25)
Trade receivables-non-related parties (Note 8)
Trade receivables-related parties (Note 26)
Other receivables (Note 8)
Inventories (Note 9)
Other current assets (Note 26)

Total current assets

NON-CURRENT ASSETS
Investments accounted for using equity method (Note 10)
Property, plant and equipment (Notes 11, 26 and 27)
Right-of-use assets (Notes 12 and 26)
Intangible assets (Note 13)
Deferred tax assets (Note 20)
Prepayments for machinery and equipment
Refundable deposits
Net defined benefit assets - non-current (Note 16)
Other financial assets - non-current (Notes 6 and 27)
Other non-current assets

Total non-current assets

TOTAL

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 14 and 27)

Short-term bills payable (Note 14)
Trade payables - non-related parties
Trade payables- related parties (Note 26)
Other payables- non-related parties (Note 15)
Other payables - related parties (Notes 15 and 26)
Current tax liabilities
Lease liabilities - current (Notes 12 and 26)
Current portion of long-term borrowings (Notes 14 and 27)
Other current liabilities

Total current liabilities

NON-CURRENT LIABILITIES
Long-term borrowings (Notes 14 and 27)
Deferred tax liabilities (Note 20)
Lease liabilities - non-current (Notes 12 and 26)
Deferred revenue (Note 22)

Total non-current liabilities

Total liabilities

EQUITY
Ordinary shares - par value of NT$10 per share
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other equity

Total equity

TOTAL
2024
Amount
%
$ 748,448
6
-
-
2,318,078 17
2,071
-
44,383
-
987,437
7

46,829

-


4,147,246
30

5,293,367 38
3,894,182 28
489,820
4
6,827
-
67,705
-
60,694
-
6,590
-
24,304
-
16,009
-

-

-


9,859,498
70

$ 14,006,744
100

$ 1,100,000
8
-
-
321,647
2
2,025,962 15
204,114
2
1,025,602
7
3,761
-
52,265
-
56,987
-

108

-


4,790,446
34

510,716
4
232,545
2
465,133
3

11,746

-


1,220,140

9


6,010,586
43

1,999,942 14
1,911,126 14
891,513
6
334,900
3
2,931,585 21

(72,908)

(1)


7,996,158
57

$ 14,006,744
100
2023
Amount
%
$ 683,730
5

3,710
-

2,655,924 18

9,456
-

18,928
-

1,000,283
7

34,361

-

4,406,392
30

4,835,787 32

4,251,640 29

474,201
3

8,789
-

120,798
1

93,140
1

6,590
-

17,439
-

630,059
4

537

-

10,438,980
70
$ 14,845,372
100
$ 1,570,000 11

399,727
3

539,571
4

1,828,743 12

206,989
1

655,087
5

27,467
-

25,833
-

203,889
1

131

-

5,457,437
37

1,349,604
9

202,837
2

476,507
3

14,580

-

2,043,528
14

7,500,965
51

1,999,942 13

1,911,126 13

859,963
6

270,462
2

2,637,814 17

(334,900)

(2)

7,344,407
49
$ 14,845,372
100


























































The accompanying notes are an integral part of the financial statements.

  • 24 -

SUNSPRING METAL CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

SALES (Notes 18 and 26)


COST OF GOODS SOLD (Notes 9, 19 and 26)


GROSS PROFIT


Realized (Unrealized) gain on transactions with
subsidiaries


GROSS PROFIT, NET


OPERATING EXPENSES (Notes 19 and 26)
Selling and marketing expenses

General and administrative expenses

Research and development expenses

Expected credit loss (reversed) (Note 7)


Total operating expenses


PROFIT FROM OPERATIONS


NON-OPERATING INCOME AND EXPENSES
Interest income

Other income (Notes 22 and 26)

Gain on disposal of property, plant and equipment

Foreign exchange gain (loss), net

Loss on financial assets at fair value through profit or
loss, net

Share of profits of subsidiaries

Interest expense (Notes 22 and 26)

Other expenses


Total non-operating income and expenses


PROFIT BEFORE INCOME TAX


INCOME TAX EXPENSE (Note 21)


NET PROFIT FOR THE YEAR
2024
Amount
%
$ 6,712,483 100


5,999,474
89



713,009 11


1,105

-



714,114
11



177,364
3
192,998
3
16,460
-
(199)

-



386,623

6



327,491

5



59,111
1
13,780
-
-
-
95,755
1
(518)
-
194,483
3
(53,903) (1)
(970)

-



307,828

4



635,319
9


90,795

1



544,524

8
2023




































































Amount
%
$ 6,680,380 100

6,161,189
92

519,191
8

(3,665)

-

515,526

8

172,334
3
193,837
3
18,654
-
(11,264)

-

373,561

6

141,965

2

20,382
-
10,450
-
326
-
(8,846)
-
(1,833)
-
253,463
4
(65,268) (1)
(919)

-

207,755

3

349,720
5

34,954

-

314,766

5

(Continued)

  • 25 -

SUNSPRING METAL CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans

Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translation of the
financial statements of foreign operations

Income tax relating to items that may be
reclassified subsequently to profit or loss
(Note 20)

Other comprehensive income for the year, net of
income tax


TOTAL COMPREHENSIVE INCOME FOR THE
YEAR:


EARNINGS PER SHARE (Note 21)
Basic

Diluted
2024
Amount
%
$ 6,538
-
261,992
4
(1,308)

-

267,222

4



$ 811,746
12





$ 2.72

$ 2.70
2023


















Amount
%
$ 1,563
-
(64,438) (1)
(313)

-
(63,188)
(1)
$ 251,578

4
$ 1.57
$ 1.56

The accompanying notes are an integral part of the financial statements.

(Conclude)

  • 26 -

SUNSPRING METAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars, Except Dividends Per Share)

BALANCE AT JANUARY 1, 2023
Appropriation of 2022 earnings
Legal reserve
Special reserve
Cash dividends distributed by the Company - NT$1 per share
Net profit for the year ended December 31, 2023
Other comprehensive income for the year ended December 31, 2023,
net of income tax
Total comprehensive income for the year ended December 31, 2023
Changes in ownership interests in subsidiaries
BALANCE AT DECEMBER 31, 2023
Appropriation of 2023 earnings
Legal reserve
Special reserve
Cash dividends distributed by the Company - NT$0.8 per share
Net profit for the year ended December 31, 2024
Other comprehensive income for the year ended December 31, 2024,
net of income tax
Total comprehensive income for the year ended December 31, 2024
BALANCE AT DECEMBER 31, 2024
Equity Attributable to Owners of the Company (Note 17) Equity Attributable to Owners of the Company (Note 17) Equity Attributable to Owners of the Company (Note 17) Equity Attributable to Owners of the Company (Note 17) Equity Attributable to Owners of the Company (Note 17) Other Equity
Exchange
Differences on
Translation of the
Financial Statements
of Foreign
Operations
$ (270,462)

-
-

-

-
-

(64,438)

(64,438)

-

(334,900)
-
-

-

-
-

261,992

261,992
$ (72,908)

Total Equity
$ 7,293,341
-
-

(199,994)

(199,994)
314,766

(63,188)

251,578

(518)

7,344,407
-
-

(159,995)

(159,995)
544,524

(267,222)

811,746
$ 7,996,158
Ordinary Shares
Capital Surplus
$ 1, 999,942
$ 1,911,126

-
-
-
-

-

-

-

-
-
-

-

-

-

-

-

-

1,999,942

1,911,126
-
-
-
-

-

-

-

-
-
-

-

-

-

-
$ 1,999,942
$ 1,911,126
Retained Earnings Unappropriated
Earnings
$ 2,487,626

(74,573)
109,621

(199,994)

(164,946)
314,766

1,250

316,016

(518)

2,637,814
(31,550)
(64,438)

(159,995)

(255,983)
544,524

5,230

549,754
$ 2,931,585
Special Reserve
$ 785,390

74,573
-

-

74,573
-

-

-

-

859,963
31,550
-

-

31,550
-

-

-
$ 891,513
Legal Reserve

$ 380,083

-
(109,621)

-


(109,621)

-

-


-


-


270,462

-
64,438

-


64,438

-

-


-

$ 334,900








































The accompanying notes are an integral part of the financial statements.

  • 27 -

SUNSPRING METAL CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss (reversed) recognized on trade receivables
Net loss on fair value changes of financial assets and liabilities at
fair value through profit or loss
Interest expense
Interest income
Share of profits of subsidiaries
Loss (gain) on disposal of property, plant and equipment
Impairment loss (reversed) recognized on non-financial assets
Realized loss (gain) on transactions with subsidiaries
Foreign currency exchange loss (gain), net
Recognition of provisions
Changes in operating assets and liabilities
Trade receivables
Other receivables
Inventories
Other current assets
Trade payables
Other payables
Other current liabilities
Net defined benefit assets
Deferred revenue
Cash generated from (used in) operations
Interest received
Interest paid
Income taxes paid
Net cash generated from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Investments accounted for using equity method
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Acquisition of intangible assets
Increase in other financial assets
Increase in other non-current assets
Increase in prepayments for machinery and equipment
Net cash generated from (used in) investing activities
2024
$ 635,319

509,354

14,972

(199)
3,710
53,903

(59,111)
(194,483)
-
(20,420)
(1,105)
(88,634)
-
325,395
(27,058)
(1,688)
4,614

1,527
(8,179)
(23)
(327)
(2,834)

1,144,733
60,711

(51,345)
(33,008)

1,121,091

-
(75,284)
1,838

-
(1,799)
614,050
(3,076)
(6,940)

528,789
2023






































































$ 349,720
508,910
19,315
(11,264)
(3,710)
65,268
(20,382)
(253,463)
(326)
24,078
3,665
37,979
(2,663)
(820,933)
(12,483)
513,783
6,165
(26,080)
1,770
95
(628)
(1,973)
376,843
16,231
(57,807)
(13,809)
321,458
(30,000)
(38,640)
6,175
(1,194)
(6,306)
(576,760)
-
(26,481)
(673,206)
  • 28 -

(Continued)

SUNSPRING METAL CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from short-term borrowings

Increase (decrease) in short-term bills payable

Proceeds from long-term borrowings

Repayments of long-term borrowings

Increase in other payables - related parties

Repayment of the principal portion of lease liabilities

Dividends paid


Net cash generated from (used in) financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN
CURRENCIES

NET INCREASE IN CASH AND CASH EQUIVALENTS


CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2024
$ (470,000)
(399,727)
200,000
(1,188,348)
373,278

(51,671)
(159,995)


(1,696,463)

111,301


64,718


683,730


$ 748,448
2023






























$ 635,000
399,727
920,000
(1,677,407)
651,374
(41,748)
(199,994)
686,952
(42,627)
292,577
391,153
$ 683,730

The accompanying notes are an integral part of the financial statements. (Concluded)

  • 29 -

Attachment 5

Sunspring Metal Corporation

Comparison Table for the “Articles of Incorporation”

Before and After Revision

Current version Amended version Reason
Article 2
The scope of business of the Company
shall be as follows:
1.
CA02010: Metal Architectural
Components Manufacturing
2.
CA02050: Metal Valves
Manufacturing
3.
CA02070: Lock Manufacturing
4.
CA04010: Metal Surface
Treating
5.
CC01990: Electrical Machinery,
Supplies Manufacturing
6.
F106010: Wholesale of
Ironware
7.
F106030: Wholesale of Die
8.
CQ01010: Die Manufacturing
9.
F113010: Wholesale of
Machinery
10. F401010: International Trade
11. CB01010: Machinery and
Equipment Manufacturing
12. CB01990: Other Machinery
Manufacturing Not Elsewhere
13. ZZ99999: In addition to the
approved scope of business,
the Company may engage in all
businesses except those which
are otherwise prohibited or
restricted by law.
Article 2
The scope of business of the Company
shall be as follows:
Research, design, develop,
manufacture and sell product as
follows:
1.
Advanced
Faucet
Automatic








In response to the
Company's relocation to
the Central Taiwan
Science Park.
Manufacturing Cell System, including
(1) Automatic Assembly Integrated
Cell System
(2)Multi-piece
Polishing
Integrated
Cell System
(3)Pregrinding Die Casting Integrated
Cell System
(4)Integrated Grinding and Polishing
Integrated Cell System
(5)Automatic
Optical
Inspection
Integrated Cell System
2. Advanced Zinc Body of Faucet
The industry classification and code

for the

business items mentioned
above:
1.
CB01010: Machinery and
Equipment Manufacturing
2.
CB01990: Other Machinery
Manufacturing Not Elsewhere
3.
CA02010: Metal Architectural
Components Manufacturing
4.
CA02990: Other Metal
Products Manufacturing
5.
CA040100:Metal Surface
Treating
6.
F401010: International Trade
(Limited to the
aforementioned related
product)
The following is limited to operations
outside the Science Park:
7.
CA02050: Metal Valves
Manufacturing
8.
CA02070: Lock Manufacturing
9.
CC01990: Electrical Machinery,
Supplies Manufacturing
10. F106010: Wholesale of
Ironware
11. F106030: Wholesale of Die
12. CQ01010: Die Manufacturing
13. F113010: Wholesale of
Machinery
14. F401010: International Trade
  • 30 -
Current version Amended version Reason
15. ZZ99999: In addition to the
approved scope of business,
the Company may engage in all
businesses except those which
are otherwise prohibited or
restricted bylaw.
Article 3
The Company shall have its head office in
Taichung City, and when it is deemed
necessary, the Company may, upon a
resolution adopted by the board of
directors, set up representative and branch
offices within and outside of the territory of
the Republic of China.

Article 3
The Company shall have its head office in
Central Taiwan Science Park,and when
it is deemed necessary, the Company may,
upon a resolution adopted by the board of
directors, set up representative and branch
offices within and outside of the territory of
the Republic of China.


Same as above.
Article 29-1
If the Company reports profits, the
Company shall allocate no less than2%of
profits as employees’ compensation. The
Board of Directors can determine whether
payments shall be in cash or stocks to
eligible employees, including employees of
subsidiary companies. The Company may
allocate a certain portion of profits as
Directors’ compensation, but shall be no
more than1%of total profits.
Compensation for employees and
Directors shall be reported to the
shareholders’ meeting. When the
Company has retained losses, earnings
shall be retained to offset previous years’
losses before distribution of earnings as
indicated above shall apply.
Article 29-1
If the Company reports profits, the
Company shall allocate no less than5% of
profits as employees’ compensation,and
of which no less than 3% of profits shall



In order to meet
operational needs and in
accordance with the
Financial Supervisory
Commission Order No.
1130385442 issued on
November 8, 2014,
amending Article 14 of the
Securities and Exchange
Act.


be allocated as non-executive
employees’ compensation.The Board of
Directors can determine whether payments
shall be in cash or stocks to eligible
employees, including employees of
subsidiary companies. The Company may
allocate a certain portion of profits as
Directors’ compensation, but shall be no
more than 5%of total profits.
Compensation for employees and
Directors shall be reported to the
shareholders’ meeting.
When the Company has retained losses,
earnings shall be retained to offset
previous years’ losses before distribution of
earnings as indicated above shall apply.
  • 31 -
Current version Amended version Reason
Article 33
This Article of Incorporation was enacted
on June 28, 1984.
The first amendment was made on
February 2, 1987.
The second amendment was made on July
1, 1988.
The third amendment was made on June
17, 1993.
The fourth amendment was made on
March 26, 1995.
The fifth amendment was made on
October 23, 1999.
The sixth amendment was made on
December 6, 1999.
The seventh amendment was made on
May 22, 2001.
The eighth amendment was made on
September 12, 2001.
The ninth amendment was made on March
13, 2003.
The tenth amendment was made on June
6, 2003.
The eleventh amendment was made on
December 10, 2003.
The twelfth amendment was made on
January 29, 2004.
The thirteenth amendment was made on
March 6, 2004.
The fourteenth amendment was made on
September 4, 2004.
The fifteenth amendment was made on
May 25, 2005.
The sixteenth amendment was made on
October 12, 2006.
The seventeenth amendment was made
on January 9, 2007.
The eighteenth amendment was made on
June 19, 2009.
The nineteenth amendment was made on
Jun 29, 2012.
The twentieth amendment was made on
May 7, 2013.
The twenty-first amendment was made on
May 6, 2014.
The twenty-second amendment was made
on April 30, 2015.
The twenty-third amendment was made on
April 26, 2016.
The twenty-fourth amendment was made
on May 08, 2019.
The twenty-fifth amendment was made on
April 29, 2022.



Article 33
This Article of Incorporation was enacted
on June 28, 1984.
The first amendment was made on
February 2, 1987.
The second amendment was made on July
1, 1988.
The third amendment was made on June
17, 1993.
The fourth amendment was made on
March 26, 1995.
The fifth amendment was made on
October 23, 1999.
The sixth amendment was made on
December 6, 1999.
The seventh amendment was made on
May 22, 2001.
The eighth amendment was made on
September 12, 2001.
The ninth amendment was made on March
13, 2003.
The tenth amendment was made on June
6, 2003.
The eleventh amendment was made on
December 10, 2003.
The twelfth amendment was made on
January 29, 2004.
The thirteenth amendment was made on
March 6, 2004.
The fourteenth amendment was made on
September 4, 2004.
The fifteenth amendment was made on
May 25, 2005.
The sixteenth amendment was made on
October 12, 2006.
The seventeenth amendment was made
on January 9, 2007.
The eighteenth amendment was made on
June 19, 2009.
The nineteenth amendment was made on
Jun 29, 2012.
The twentieth amendment was made on
May 7, 2013.
The twenty-first amendment was made on
May 6, 2014.
The twenty-second amendment was made
on April 30, 2015.
The twenty-third amendment was made on
April 26, 2016.
The twenty-fourth amendment was made
on May 08, 2019.
The twenty-fifth amendment was made on
April 29, 2022.
The twenty-sixth amendment was made



To add date of revision of
Articles of Incorp.

on May 9, 2025.
  • 32 -

Attachment 6

Sunspring Metal Corp. List of Director (Including Independent Director) Candidates 2025/03/11

Title Shareholding
ratio
The corporate name of
the representative
Education & Professional Shareholding
Name Major past positions Current Positions
Qualification (Shares)
Director He Yi Co., Ltd.
Representative:
Yang, Cheng Fa
Changhua Ding Fan Elementary
School


Founder, Sunspring Metal Corp.

President, Sunspring Metal Corp.

Director, He Yi Investment Co., Ltd
*24,267,957 *12.13 He Yi Co., Ltd.
Director He Yi Co., Ltd.
Representative:
Yang, Ching Chi
BS in Business Administration,
California State University,
Fullerton


Chairman & CEO, Sunspring Metal Corp

Chairman & CEO, Sunspring Metal Corp.

Executive Director, Sunspring Metal (Zhuhai)
Co., Ltd.

Executive Director, Sunspring Industrial Co.
Ltd.

Chairman, He Yi Co., Ltd.

Chairman, Sunspring Automation Corp.

Director, Sunspring Holding Corp.

Director, Sunspring America Inc.

Independent Director & Member of Audit
Committee & Member of Remuneration
Committee, Taisic Material CORP.

Director & Member of Remuneration
Committee, Rexon Industrial., Ltd.
*24,267,957 *12.13 He Yi Co., Ltd.
Director Yang, Shu Chuan BS in Business Administration,
Pacific Christian College

CFO, Sunspring Metal Corp.

Special Assistant of CEO, Sunspring Metal
Corp.

Supervisor, He Yi Co., Ltd.

Director, Golden Faith International Corp.

Director, Sunspring International Corp.

Director & Treasurer, Sunspring America Inc.
5,598,606 2.80 NIL
Independent
Director
Chen, Yu Cheng Ph.D. In Accounting, National
Chengchi University

Professor & Chairperson, Department of
Finance, National Chung Hsing University

Chairperson, Department of Accounting,
Providence University

Independent Director, Tachia Yung Ho
Machine Industry Co., Ltd.

Independent Director, Da Fon Environmental
Technology Co., Ltd.

Independent Director, Grand Bills Finance
Corp.

Independent Director & Member of Audit
Committee & Member of Remuneration
Committee, Sentien Printing Factory Co., Ltd



Professor, Department of Finance, National
Chung Hsing University

Independent Director & Member of Audit
Committee & Member of Remuneration
Committee, Taiwan Sakura Corporation

Independent Director & Member of Audit
Committee, Sentien Printing Factory Co., Ltd.

0
0 NIL
Independent
Director
Li, Su Ying Bachelor of Business
Administration, National Central
University,


Vice President & Director & Manager,
Underwriting Department, Yuanta Seccurities
Corp.

Assistant Manager, Underwriting
Department, Grand Cathy Seccurities Corp.



Independent Director & Member of Audit
Committee & Member of Remuneration
Committee, Nak Sealing Tecnologies
Corporation
0 0 NIL
  • 33 -
Title Shareholding
ratio
The corporate name of
the representative
Education & Professional Shareholding
Name Major past positions Current Positions
Qualification (Shares)

Independent Director & Member of Audit
Committee & Member of Remuneration
Committee, Gourmet Master Co. Ltd.

Independent Director & Member of Audit
Committee & Member of Remuneration
Committee, Koan Hao Technology Co., Ltd.
Independent
Director
Lin, Ying Ko Ph.D.in Finance, Department of
Finance and Real Estate,
University of Texas, Arlington



Assistant Professor & Associate Professor &
Professor & Chairperson, Department of
Finance, National Chung Hsing University

Independent Director & Member of Audit
Committee & Member of Remuneration
Committee, Mega Financial Holding Co., Ltd.

Supervisor, Tetanti AgriBiotech Inc.


Professor, Department of Finance, National
Chung Hsing University

Independent Director & Member of Audit
Committee & Member of Remuneration
Committee, SysJust CO., Ltd.
0 0 NIL
Independent
Director
Hsu, Lien Kai Department of Law,
National Chengchi
University

Chairman & General Manager, LU HAI
HOLDING CORP.

Chairman, XIAMEN XIAHUI RUBBER
METAL IND. CO., LTD.

Chairman, LUHAI RUBBER METAL
(KUNSHAN) CO., LTD.

Independent Director & Member of Audit
Committee & Member of Remuneration
Committee,Taisic Material CORP.

0
0 NIL

*Juristic person’s shares

Note: Independent director candidates, Mr. Chen, Yu Cheng and Ms. Li, Su Ying, have served as independent directors of the Company for more than three terms. Considering that they have extensive experience in financial accounting and will be of great benefit to the Company, Mr. Chen, Yu Cheng and Ms. Li, Su Ying are still listed as independent director candidates this time so that they can still use their expertise and provide professional advice to the Board of Directors when exercising their duties as independent directors.

  • 34 -