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SSM — AGM Information 2025
May 21, 2025
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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 |
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D. Cash dividends distribution report for 2024 earnings
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(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.
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(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.
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(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.
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E. The report of audit committee and independent directors for their communication with the chief internal auditors
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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
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directors on a case-by-case basis by email telephone or closed door conference
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F. Other report items : none
Shareholder account number 7135 speech summary:
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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?
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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?
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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:
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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.
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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.
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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:
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A. The Company’s 2024 consolidated and individual financial statements have been audited by the CPA firm Deloitte Touche Tohmatsu Limited.
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B. Pursuant to Article 228 of the Company Act, the Company compiled the following reports:
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Business report (please refer to attachment 1)
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Consolidated financial statements (please refer to attachment 3)
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Individual financial statements (please refer to attachment 4)
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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:
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A. Proposal for distribution of 2024 earnings is listed below. Among them, the cash dividends has been
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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 shareholders(NT$ 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 |
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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.
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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:
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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.
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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.
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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:
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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.
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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.
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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:
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| 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% |
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*including votes casted electronically (numbers in brackets)
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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
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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 |
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The customer orders remained flat in 2024, as the FED and ECB still maintained high interest
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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.
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2024 consolidated gross margin scended to 14.44%.This was due to the better sales product mix had a positive impact.
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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..
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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.
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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:
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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 -
New finish development: 3 finishes
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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
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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
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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
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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.
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Our audit procedures performed in regard to the key audit matter included the following:
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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.
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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:
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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.
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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.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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.
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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.
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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.
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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.
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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 |
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The accompanying notes are an integral part of the consolidated financial statements.
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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)
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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:
-
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.
-
21 -
-
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:
-
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.
-
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.
-
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 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.
-
22 -
-
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.
-
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 |
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| 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. |
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| 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. |
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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 |
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| 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.
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