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SUNON AGM Information 2022

Jun 16, 2022

52070_rns_2022-06-16_3123764e-1922-440e-8f99-c7c944d10dfd.pdf

AGM Information

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Stock Code : 2421

Sunonwealth Electric Machine Industry Co., Ltd. 2022 Annual General Shareholders’ Meeting Meeting Handbook

Printed on June 10, 2022

==> picture [430 x 218] intentionally omitted <==

Sunonwealth Electric Machine Industry Co., Ltd. Agenda for the 2022 General Shareholders Meeting

Shareholders meeting will be held by means of physical shareholders meeting

  • I. Time: 9:00 a.m. June 10, 2022 (Friday)

  • II. Location: 9F, No. 266, Chenggong 1st Rd., Qianjin Dist., Kaohsiung City (Room D, 9F, Grand Hi-Lai Hotel)

  • III. Chairman's Speech:

  • IV. Matters to be Reported:

  • (I) The Company's 2021 Business Report.

  • (II) 2021 Audit Committee's Report.

  • (III) Report on the distribution of remuneration for employees and Directors in 2021.

  • (IV) Report on the status of endorsements and guarantees.

  • V. Proposed Resolutions:

  • (I) 2021 Business Report and Financial Statements.

  • (II) Ratification of 2021 earnings distribution proposal.

  • VI. Discussions and Votes:

  • (I) Amendment of the Procedures for Acquisition and Disposal of Assets.

  • VII. Extraordinary Motions

  • VIII.Adjournment

-1-

[Report items]

  • (I) The Company's 2021 Business Report. Please refer to page 47 to 52 of the Handbook.

  • (II) The 2021 Audit Committee's Report. Please refer to page 53 of the Handbook.

  • (III) Report on the distribution of remuneration for employees and Directors in 2021. The Company's earnings in 2021 (net profit before tax with remuneration for employees and Directors) totaled NT$571,179,513. The Company plans to distribute NT$4,000,000 as remuneration for Directors and NT$13,000,000 as remuneration for employees in accordance with Article 29 of the Articles of Incorporation. All remuneration shall be distributed in cash.

  • (IV) Report on the status of endorsements and guarantees

  • As of December 31, 2021, the Company's total endorsement and guarantees for external parties total US$33 million.

[Proposed Resolutions]

Agenda item #1 (Proposed by the Board of Directors)

Agenda: The 2021 Business Report and Financial Statements are filed for resolution. Description:

  • I. The Company's Financial Statements for 2021 have been audited by the CPAs Ching-Lin Li and Shu-Man Tsai of Crowe Horwath (TW). Please refer to page 13 to 37 of the Handbook.

  • II. The aforementioned statements of final accounts and the Business Report have been reviewed by the Audit Committee.

  • III. The amendment is hereby filed for resolution.

Resolution:

Agenda item #2 (Proposed by the Board of Directors)

Agenda: The earnings distribution proposal for 2021 is filed for resolution. Description:

  • I. The Company's net profit after tax in 2021 was NT$429,252,799 and total distributable earnings was NT$604,785,691. The Company plans to appropriate NT$301,115,679 as dividends for shareholders with NT$1.2 per share. All dividends shall be distributed in cash (calculated to the NTD and the remaining amounts below NT$1 will be rounded down). The sum of fractional amounts of less than NT$1 shall be tallied and transferred to the Employee Welfare Committee.

  • II. After the dividends are approved by the shareholders' meeting, the Chairman of the Board is authorized to establish the ex-dividend date, distribution date, and other related matters.

  • III. If the number of shares outstanding is affected by changes in the Company's share capital before the ex-dividend date for the distribution of earnings and causes changes in the shareholders' dividend rate, the Chairman of the Board is authorized process the adjustments at his full discretion.

-2-

IV. Please refer to the table below for the earnings distribution statement
Undistributed earnings at the beginning of the period 272,713,867
Plus: After-tax net profit of 2021 429,252,799
Minus: Appropriation for statutory reserve (42,814,934)
Minus: Reversal of appropriation for special earnings reserve (53,262,584)
Minus: Other consolidated income (loss) (remeasurement in (1,103,457)
defined benefit plans in 2021)
Distributable earnings in current period 604,785,691
Minus: Distributed shareholder dividends - cash dividends of (301,115,679)
NT$1.2 per share (Note)
Undistributed retained earnings from previous years 303,670,012

Note: Stock dividends for shareholders: 250,929,732 shares *NT$1.2 =NT$301,115,679

Chairman of the Board: Ching-Shen Hong President: Ching-Shen Hong Head of Accounting: William Li

V. The amendment is hereby filed for resolution.

Resolution:

[Discussions and Votes]

Agenda item #1 (Proposed by the Board of Directors)

Agenda: The amendment of the Procedures for Acquisition and Disposal of Assets is filed for discussion.

Description: I. The Procedures are amended in accordance with the amendment of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies, as stipulated in the Jin-Guan-Zheng-Fa No. 1110380465 Letter of the Financial Supervisory Commission dated January 28, 2022.

II. The table of comparison of revised articles of the "Procedure for the Acquisition or Disposal of Assets" is as follows

Content After amendment Before amendment Reason for
amendment
Article 4. Professional appraisers and their
officers, certified public accounts,
attorneys, and securities
underwriters that provide the
Company with appraisal reports,
certified public accountant's
Professional appraisers and their
officers, certified public accounts,
attorneys, and securities
underwriters that provide the
Company with appraisal reports,
certified public accountant's
Amended in
accordance
with
amended
clauses in
the
"Regulations
Governing

-3-

Content After amendment Before amendment Reason for
amendment
opinions, attorney's opinions, or
securities brokerage's opinions for
the acquisition or disposal of assets
shall meet the following criteria:
(I and II omitted)
III. If the Company is required to
obtain appraisal reports from two
or more professional appraisers,
the different professional
appraisers or appraisal officers
may not be related parties or de
facto related parties of each other.
When issuing an appraisal report or
opinion, the personnel referred to in
the preceding paragraph shall
comply with the self-regulatory
rules of their respective industry
associations and the following:
1.
Prior to accepting a case,
they shall prudently assess
their own professional
capabilities, practical
experience, and
independence.
2.
When examining a case,
they shall appropriately
plan and execute adequate
working procedures, in
order to produce a
conclusion and use the
conclusion as the basis for
issuing the report or
opinion. The related
working procedures, data
collected, and conclusion
shall be fully and
opinions, attorney's opinions, or
securities brokerage's opinions for
the acquisition or disposal of assets
shall meet the following criteria:
(I and II omitted)
III. If the Company is required to
obtain appraisal reports from two
or more professional appraisers,
the different professional
appraisers or appraisal officers
may not be related parties or de
facto related parties of each other.
The aforementioned personnel shall
meet the following criteria when
submitting an appraisal report or
opinion:
1.
Prior to accepting a case,
they shall prudently assess
their own professional
capabilities, practical
experience, and
independence.
2.
When examining a case,
they shall appropriately
plan and execute adequate
working procedures, in
order to produce a
conclusion and use the
conclusion as the basis for
issuing the report or
opinion. The related
working procedures, data
collected, and conclusion
shall be fullyand
the
Acquisition
and
Disposal of
Assets by
Public
Companies"
promulgated
by the
competent
authority.

-4-

Content After amendment Before amendment Before amendment Reason for
amendment
3.
4.
accurately specified in the
case working papers.
They shall undertake an
item-by-item evaluation of
theappropriatenessand
reasonableness of the
sources of data used, the
parameters, and the
information, as the basis
for issuance of the
appraisal report or the
opinion.
They shall issue a
statement attesting to the
professional competence
and independence of the
personnel who prepared
the report or opinion, and
that they have evaluated
and found that the
information used is
appropriate and
reasonable, and that they
have complied with
applicable laws and
regulations.
3.
4.
accurately specified in the
case working papers.
They shall undertake an
item-by-item evaluation of
thecomprehensiveness,
accuracy,and
reasonableness of the
sources of data used, the
parameters, and the
information, as the basis
for issuance of the
appraisal report or the
opinion.
They shall issue a
statement attesting to the
professional competence
and independence of the
personnel who prepared
the report or opinion, and
that they have evaluated
and found that the
information used is
reasonableand accurate,
and that they have
complied with applicable
laws and regulations.
Article 7. In acquiring or disposing of real
property,equipment, or right-of-use
assets thereof where the transaction
amount reaches 20 percent of the
Company's paid-in capital or
NT$300 million or more, the
Company, unless transacting with a
domesticgovernment agency,
In acquiring or disposing of real
property,equipment, or right-of-use
assets thereof where the transaction
amount reaches 20 percent of the
Company's paid-in capital or
NT$300 million or more, the
Company, unless transacting with a
domesticgovernment agency,
Amended in
accordance
with
amended
clauses in
the
"Regulations
Governing

-5-

Content After amendment Before amendment Reason for
amendment
engaging others to build on its own
land, engaging others to build on
rented land, or acquiring or
disposing of equipment or right-of-
use assets thereof held for business
use, shall obtain an appraisal report
prior to the date of occurrence of the
event from a professional appraiser
and shall further comply with the
following provisions:
(I and II omitted)
III. If the following situation
occurs with regard to the
professional appraisal report, the
Company shall engage a CPA to
render a specific opinion
regarding the reason for the
discrepancy and the
appropriateness of the transaction
price.
engaging others to build on its own
land, engaging others to build on
rented land, or acquiring or
disposing of equipment or right-of-
use assets thereof held for business
use, shall obtain an appraisal report
prior to the date of occurrence of the
event from a professional appraiser
and shall further comply with the
following provisions:
(I and II omitted)
III.Where any one of the following
circumstances applies with
respect to the professional
appraiser's appraisal results,
unless all the appraisal results for
the assets to be acquired are
higher than the transaction
amount, or all the appraisal
results for the assets to be
disposed of are lower than the
transaction amount,a certified
public accountant shall be
engaged to perform the appraisal
in accordance with the provisions
of Statement of Auditing
Standards No. 20 published by
the ROC Accounting Research
and Development Foundation
(ARDF) andrender a specific
opinion regarding the reason for
the discrepancy and the
appropriateness of the transaction
price:
the
Acquisition
and
Disposal of
Assets by
Public
Companies"
promulgated
by the
competent
authority.

-6-

Content After amendment Before amendment Reason for
amendment
1. The discrepancy between the
appraisal result and the transaction
amount is 20 percent or more of the
transaction amount.
2. The discrepancy between the
appraisal results of two or more
professional appraisers is 10 percent
or more of the transaction amount.
(Content below omitted)
1. The discrepancy between the
appraisal result and the transaction
amount is 20 percent or more of the
transaction amount.
2. The discrepancy between the
appraisal results of two or more
professional appraisers is 10 percent
or more of the transaction amount.
(Content below omitted)
Article 8. The Company's acquisition or
disposal of securities shall, prior to
the date of occurrence of the event,
require financial statements of the
issuing company for the most recent
period, certified or reviewed by a
certified public accountant for
reference in appraising the
transaction price, except in
transactions with a government
agency. If the dollar amount of the
transaction is 20 percent of the
Company's paid-in capital or
NT$300 million or more, the
Company shall engage a certified
public accountant prior to the date
of occurrence of the event to
provide an opinion regarding the
reasonableness of the transaction
price. This requirement does not
apply, however, to securities with
publicly quoted prices from an
active market, or where other
regulations of the competent
The Company's acquisition or
disposal of securities shall, prior to
the date of occurrence of the event,
require financial statements of the
issuing company for the most recent
period, certified or reviewed by a
certified public accountant for
reference in appraising the
transaction price, except in
transactions with a government
agency. If the dollar amount of the
transaction is 20 percent of the
Company's paid-in capital or
NT$300 million or more, the
Company shall engage a certified
public accountant prior to the date
of occurrence of the event to
provide an opinion regarding the
reasonableness of the transaction
price.If the CPA needs to use the
report of an expert as evidence, the
CPA shall do so in accordance with
the provisions of Statement of
Auditing Standards No. 20
Amended in
accordance
with
amended
clauses in
the
"Regulations
Governing
the
Acquisition
and
Disposal of
Assets by
Public
Companies"
promulgated
by the
competent
authority.

-7-

Content After amendment Before amendment Reason for
amendment
authority of securities prevail. published by the ARDF.This
requirement does not apply,
however, to securities with publicly
quoted prices from an active market,
or where other regulations of the
competent authority of securities
prevail.
Article 12. When the Company intends to
acquire or dispose of real property
or right-of-use assets thereof from or
to a related party, or when it intends
to acquire or dispose of assets other
than real property or right-of-use
assets thereof from or to a related
party and the transaction amount
reaches 20 percent or more of paid-
in capital, 10 percent or more of the
Company's total assets, or NT$300
million or more, except when
trading of domestic government
bonds or bonds under repurchase
and resale agreements, or
subscribing or redeeming domestic
money market funds issued by
securities investment trust
enterprises, the Company may not
proceed to enter into a transaction
contract or make a payment until the
following matters have been
approved by the Audit Committee
and the Board of Directors:
(I to VI omitted)
VII. Restrictive covenants and other
important stipulations associated
with the transaction.
When the Company intends to
acquire or dispose of real property
or right-of-use assets thereof from or
to a related party, or when it intends
to acquire or dispose of assets other
than real property or right-of-use
assets thereof from or to a related
party and the transaction amount
reaches 20 percent or more of paid-
in capital, 10 percent or more of the
Company's total assets, or NT$300
million or more, except in trading of
domestic government bonds or
bonds under repurchase and resale
agreements, or subscription or
redemption of money market funds
issued by domestic securities
investment trust enterprises, the
Company may not proceed to enter
into a transaction contract or make a
payment until the following matters
have been approved by the Audit
Committee and the Board of
Directors:
(I to VI omitted)
VII. Restrictive covenants and other
important stipulations associated
with the transaction.
The calculation of the transaction
Amended in
accordance
with
amended
clauses in
the
"Regulations
Governing
the
Acquisition
and
Disposal of
Assets by
Public
Companies"
promulgated
by the
competent
authority.

-8-

Content After amendment Before amendment Reason for
amendment
With respect to the types of
transactions listed below, when to
be conducted between the Company
and its subsidiaries, or between its
subsidiaries in which it directly or
indirectly holds 100 percent of the
issued shares or authorized capital,
the Company's Board of Directors
may authorize the board Chairman
to decide such matters when the
transaction is within NT$300
million and have the decisions
subsequently submitted to and
ratified by the next Board of
Directors meeting:
I.
Acquisition or disposal of
equipment or right-of-use
assets thereof held for business
purposes.
II. Acquisition or disposal of real
property right-of-use assets
held for business purposes.
Where the Company or a subsidiary
that is not a domestic public
company engages in a transaction in
amounts referred to in the preceding
paragraph shall be made in
accordance with Article 26,
Paragraph 2 herein, and "within the
preceding year" as used herein
refers to the year preceding the date
of occurrence of the current
transaction. Items that have been
approved by the Audit Committee
and Board of Directors need not be
counted toward the transaction
amount.
With respect to the types of
transactions listed below, when to
be conducted between the Company
anditssubsidiaries, or between its
subsidiaries in which it directly or
indirectly holds 100 percent of the
issued shares or authorized capital,
the Company's Board of Directors
may authorize the board Chairman
to decide such matters when the
transaction is within NT$300
million and have the decisions
subsequently submitted to and
ratified by the next Board of
Directors meeting:
I.
Acquisition or disposal of
equipment or right-of-use
assets thereof held for business
purposes.
II. Acquisition or disposal of real
property right-of-use assets
held for business purposes.

-9-

Content After amendment Before amendment Reason for
amendment
Paragraph 1 and the transaction
amount exceeds 10 percent of the
Company's total assets, the
Company may not proceed to enter
into a transaction contract or make a
payment until the information listed
in Paragraph 1 has been submitted
to the shareholders'meeting for
approval. However, this requirement
does not apply to transactions
between the Company and its
subsidiaries or between its
subsidiaries.
The calculation of the transaction
amounts referred to inParagraph 1
and the preceding paragraphshall be
made in accordance with Article 26,
Paragraph 2 herein, and "within the
preceding year" as used herein
refers to the year preceding the date
of occurrence of the current
transaction. Items that have been
approved by the Audit Committee,
Board of Directors,and
shareholders'meetingneed not be
counted toward the transaction
amount.
Article 26 Under any of the following
circumstances, the Company shall,
within 2 days from the date of
occurrence of the event, publicly
announce and report the relevant
information about the acquisition or
disposal of assets on the designated
website of the competent authority
of securities using the format
specified bythe competent
Under any of the following
circumstances, the Company shall,
within 2 days from the date of
occurrence of the event, publicly
announce and report the relevant
information about the acquisition or
disposal of assets on the designated
website of the competent authority
of securities using the format
specified bythe competent
Amended in
accordance
with
amended
clauses in
the
"Regulations
Governing
the
Acquisition

-10-

Content After amendment Before amendment Reason for
amendment
authority of securities:
(I to V omitted)
VI. Where an asset transaction other
than any of those referred to in
the preceding five
subparagraphs, a disposal of
receivables by a financial
institution, or an investment in
the mainland China area reaches
20 percent or more of paid-in
capital or NT$300 million.
provided, this shall not apply to
the following circumstances:
1.Trading of domestic
government bondsor foreign
government bonds with a
credit rating not lower than
the sovereign credit rating of
the Republic of China.
(Content below omitted)
authority of securities:
(I to V omitted)
VI. Where an asset transaction other
than any of those referred to in
the preceding six subparagraphs,
a disposal of receivables by a
financial institution, or an
investment in the mainland
China area reaches 20 percent or
more of paid-in capital or
NT$300 million; provided, this
shall not apply to the following
circumstances:
1. Trading of domestic
government bonds.
(Content below omitted)
and
Disposal of
Assets by
Public
Companies"
promulgated
by the
competent
authority.
Article 35 The Policy was established on June 3,
2003. The first amendment was on June
22, 2007. The second amendment was
on June 9, 2011. The third amendment
was on May 25, 2012. The fourth
amendment was on June 4, 2014. The
fifth amendment was on June 9, 2015.
The sixth amendment was on June 8,
2017. The seventh amendment was on
June 19, 2019. The eighth amendment
was onJune10,2022.
The Policy was established on June 3,
2003. The first amendment was on June
22, 2007. The second amendment was
on June 9, 2011. The third amendment
was on May 25, 2012. The fourth
amendment was on June 4, 2014. The
fifth amendment was on June 9, 2015.
The sixth amendment was on June 8,
2017. The seventh amendment was on
June 19, 2019.
Added the
amendment
date.

III The amendment is hereby filed for resolution. Resolution:

[Extraordinary motions]

-11-

Sunonwealth Electric Machine Industry Co., Ltd.

Statement of Shares Held by Directors

(April 12, 2022)

(April 12, (April 12, 2022) 2022)
Title Name Appointment
date
Term Number of shares currentlyheld
Number of
shares
Shareholding
ratio
Chairman of
the Board

Yu Yuan Investment
Co., Ltd.
Representative:
Fu-Ing Hong Chen
Ching-Shen Hong
Li-Ju Chen
Tseng-ChengLin
2021.7.1 3 years 14,825,000 5.91%
Director Nice Enterprise Co.,
Ltd.
Representative:
Ching-LiangChen
2021.7.1 3 years 4,006,813 1.60%
Independent
Director

Chun-Hao Xin
2021.7.1 3 years - -
Independent
Director

Mei-Hsiang Pai
2021.7.1 3 years - -
Independent
Director

Chih-Ming Chen
2021.7.1 3 years - -
Independent
Director

Kuang-Chih Huang
2021.7.1 3 years - -
Shareholdings required of all Directors 12,000,000 Shareholdings of all Directors 18,831,813

Book closure date: 2022/4/12

-12-

-13-

-14-

-15-

-16-

-17-

-18-

-19-

SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

Assets
CURRENT ASSETS
Cash and cash equivalents
Financial assets at fair value through profit or
loss - current
Notes receivable, net
Accounts receivable, net
Other receivables
Current tax assets
Inventories
Prepayments
Other financial assets - current
Total current assets
NONCURRENT ASSETS
Investments accounted for using equity method
Property, plant and equipment
Right-of-use assets
Investment properties, net
Intangible assets
Deferred income tax assets
Refundable deposits
Other noncurrent assets - others
Total noncurrent assets
TOTAL ASSESTS
Liabilities and Equity
CURRENT LIABLITIES
Short-term loans
Contract liabilities - current
Accounts payable
Other payables
Current tax liabilities
Provisions - current
Lease liabilities - current
Advance receipts
Long-term liabilities - current portion
Total current liabilities
Note
6(1)
6(2)
6(3)
6(4)
6(5)
6(6)
6(7)
6(8)
6(9)
6(10)
6(11)
6(27)
Note
6(12)
6(21)
6(13)
6(14)
6(9)
6(15)
December 31, %
16.6
2.2
0.3
29.8
0.8
-
21.8
1.4
-
72.9
0.1
17.9
6.6
0.7
0.2
0.5
0.3
0.8
27.1
100.0
16.9
1.0
25.4
8.0
1.4
0.4
0.8
-
0.3
54.2
2021
December 31, 2020
Amount
1,912,018
255,236
32,577
3,426,718
86,756
4,620
2,508,162
164,483
-
8,390,570
7,081
2,059,278
762,447
85,489
24,486
60,141
31,383
96,445
3,126,750
$11,517,320
$1,949,632
110,411
2,925,990
925,704
157,744
40,942
93,590
2
35,222
6,239,237
Amount
1,574,919
412,365
16,321
3,209,268
131,252
4,420
1,752,309
82,580
208,730
7,392,164
11,276
2,105,535
710,874
80,889
25,781
57,837
22,803
11,902
3,026,897
$10,419,061
$670,663
105,491
2,822,736
1,098,919
101,312
45,064
88,835
326
-
4,933,346
%
15.1
4.0
0.1
30.8
1.3
-
16.8
0.8
2.0
70.9
0.1
20.3
6.8
0.8
0.2
0.6
0.2
0.1
29.1
100.0
6.4
1.0
27.1
10.5
1.0
0.4
0.9
-
-
47.3

-20-

Liabilities and Equity
NONCURRENT LIABILITIES
Long-term loans
Deferred income tax liabilities
Lease liabilities - noncurrent
Net defined benefit liabilities - noncurrent
Guarantee deposits
Total noncurrent liabilities
Total Liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF
THE PARENT
Share capital
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other equity
Total equity attributable to owners of the parent
NON-CONTROLLING INTERESTS
Total Equity
TOTAL LIABILITIES AND EQUITY
Note
6(15)
6(27)
6(9)
6(16)
6(17)
6(18)
6(19)
6(20)
December 31, %
4.6
0.3
2.5
0.5
-
7.9
62.1
21.8
3.2
7.3
2.1
6.1
(2.6)
37.9
-
37.9
100.0
2021
December 31, 2020
Amount
$524,344
36,498
294,383
55,047
1,026
911,298
7,150,535
2,509,297
366,903
842,984
242,095
700,864
(295,358)
4,366,785
-
4,366,785
$11,517,320
Amount
$520,000
90,397
217,704
59,391
4,094
891,586
5,824,932
2,509,297
366,903
758,081
260,275
941,668
(242,095)
4,594,129
-
4,594,129
$10,419,061
%
5.0
0.9
2.1
0.6
-
8.6
55.9
24.1
3.5
7.3
2.5
9.0
(2.3)
44.1
-
44.1
100.0

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

-21-

SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUES
OPERATING COSTS
GROSS PROFIT
OPERATING EXPENSES
Sales and marketing
General and administrative
Research and development
Expected credit gain (loss)
Total operating expenses
INCOME FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Interest revenue
Other income
Other gains and losses
Finance costs
Share of loss of associates and joint ventures
accounted for using equity method
Total non-operating income and expenses
INCOME BEFORE INCOME TAX
INCOME TAX EXPENSE
NET INCOME
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently
to profit or loss:
Remeasurement of defined benefit obligation
Income tax benefit related to items that will
not be reclassified subsequently
Total items that will not be reclassified subsequently
to profit or loss
Items that may be reclassified subsequently
to profit or loss:
Exchange differences arising on translation
of foreign operations
Income tax expense (benefit) related to items that may
be reclassified subsequently to profit or loss
Total items that may be reclassified subsequently
to profit or loss
Total other comprehensive loss, net of income tax
TOTAL COMPREHENSIVE INCOME
NET INCOME ATTRIBUTABLE TO:
Owners of the parent
Non-controlling interests
Total
TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the parent
Non-controlling interests
Total
EARNINGS PER SHARE
Basic earnings per share
Diluted earnings per share
Note
6(21)
6(5)
6(4)
6(23)
6(24)
6(25)
6(26)
6(7)
6(27)
6(28)
6(29)
6(29)
Year Ended December 31 Year Ended December 31 Year Ended December 31
2021 %
100.0
(81.3)
18.7
(4.2)
(5.1)
(6.0)
-
(15.3)
3.4
0.1
1.2
(0.2)
(0.2)
-
0.9
4.3
(1.1)
3.2
-
-
-
(0.5)
0.1
(0.4)
(0.4)
2.8
3.2
-
3.2
2.8
-
2.8
2020
Amount
$13,561,804
(11,025,549)
2,536,255
(571,870)
(686,907)
(814,188)
377
(2,072,588)
463,667
13,952
167,336
(27,434)
(28,158)
(4,133)
121,563
585,230
(155,977)
429,253
(1,379)
276
(1,103)
(66,578)
13,315
(53,263)
(54,366)
$374,887
$429,253
-
$429,253
$374,887
-
$374,887
$1.71
$1.71
Amount
$12,781,281
(9,783,239)
2,998,042
(518,894)
(542,993)
(823,314)
1,370
(1,883,831)
1,114,211
15,329
136,976
(152,566)
(23,763)
(1,784)
(25,808)
1,088,403
(236,753)
851,650
(3,274)
655
(2,619)
22,725
(4,545)
18,180
15,561
$867,211
$851,650
-
$851,650
$867,211
-
$867,211
$3.39
$3.39
%
100.0
(76.5)
23.5
(4.1)
(4.3)
(6.4)
-
(14.8)
8.7
0.1
1.1
(1.2)
(0.2)
-
(0.2)
8.5
(1.8)
6.7
-
-
-
0.1
-
0.1
0.1
6.8
6.7
-
6.7
6.8
-
6.8

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

-22-

SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2020
Appropriations and distributions of prior years’ earnings:
Legal reserve
Special reserve
Cash dividends - $2 per share
Net income in 2020
Other comprehensive income (loss) in 2020, net of income tax
Total comprehensive income in 2020
Increase (decrease) in non-controlling interests
BALANCE AT DECEMBER 31, 2020
Appropriations and distributions of prior years’ earnings:
Legal reserve
Special reserve
Cash dividends - $2.4 per share
Net income in 2021
Other comprehensive income (loss) in 2021, net of income tax
Total comprehensive income in 2021
Non-controlling interests
BALANCE AT DECEMBER 31, 2021
EquityAttributable to Shareholders of the Parent EquityAttributable to Shareholders of the Parent Total
$4,228,778
-
-
(501,860)
851,650
15,561
867,211
-
4,594,129
-
-
(602,231)
429,253
(54,366)
374,887
-
$4,366,785
Non-controlling
Interests
Total
Equity
OdinaryShares
$2,509,297
-
-
-
-
-
-
-
2,509,297
-
-
-
-
-
-
-
$2,509,297
Capital Surplus
$366,903
-
-
-
-
-
-
-
366,903
-
-
-
-
-
-
-
$366,903
Unappropriated
Special Reserve
Earnings
$164,709
$758,746
-
(68,683)
95,566
(95,566)
-
(501,860)
-
851,650
-
(2,619)
-
849,031
-
-
260,275
941,668
-
(84,903)
(18,180)
18,180
-
(602,231)
-
429,253
-
(1,103)
-
428,150
-
-
$242,095
$700,864
Retained Earnings
Other
Exchange
Differences on
Translating foreign
Operations
Legal Reserve
$689,398
68,683
-
-
-
-
-
-
758,081
84,903
-
-
-
-
-
-
$842,984
Special Reserve
$164,709
-
95,566
-
-
-
-
-
260,275
-
(18,180)
-
-
-
-
-
$242,095
($260,275)
-
-
-
-
18,180
-
$ -
-
-
-
-
$4,228,778
-
-
(501,860)
851,650
15,561
18,180
-
-
-
867,211
-
(242,095)
-
-
-
-
(53,263)
-
-
-
-
-
-
4,594,129
-
-
(602,231)
429,253
(54,366)
(53,263)
-
-
-
374,887
-
($295,358) -
$
$4,366,785

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

-23-

SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments :
Adjustments to reconcile profit (loss)
Depreciation
Amortization
Expected credit gain
Net loss (gain) on financial assets and liabilities at fair value through
profit or loss
Interest expense
Interest income
Share of loss of associates and joint ventures
accounted for using equity method
Loss on disposal and retirement of property, plant and equipment
Transfer of property, plant and equipment to expenses
Loss (gain) on disposals of intangible assets
Gain on disposal of investments
Gain on reversal of impairment loss on non-financial assets
Total adjustments to reconcile profit (loss)
Net changes in operating assets and liabilities
Decerase (increase) in financial assets mandatorily classified as
at fair value through profit or loss
Decerase (increase) in notes receivable
Decrease (increase) in accounts receivable
Decrease (increase) in other receivables
Decrease (increase) in inventories
Decrease (increase) in prepayments
Decrease (increase) in other financial assets
Total changes in operating assets
Net changes in operating liabilities
Increase (decrease) in contract liabilities
Increase (decrease) in accounts payable
Increase (decrease) in other payables
Increase (decrease) in provisions
Increase (decrease) in advance receipts
Increase (decrease) in net defined benefit liabilities
Total changes in operating liabilities
Total net changes in operating assets and liabilities
Total adjustments
Year Ended December 31 Year Ended December 31
2021
$585,230
381,799
135,374
(377)
108
28,158
(13,952)
4,133
12,416
1,316
565
(4,001)
(4,906)
540,633
158,760
(16,256)
(217,048)
56,877
(743,518)
(159,355)
196,417
(724,123)
4,920
103,254
(154,090)
(3,565)
(324)
(5,723)
(55,528)
(779,651)
(239,018)
2020
$1,088,403
394,803
55,152
(1,370)
967
23,763
(15,329)
1,784
91,340
2,414
-
(6,874)
-
546,650
(12,297)
(3,607)
102,576
(70,303)
(216,602)
(76,426)
(186,565)
(463,224)
28,154
117,682
375,788
3,593
(134)
(5,612)
519,471
56,247
602,897

-24-

Cash generated from operations
Interest received
Interest paid
Income tax paid
Net cash generated from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of investments accounted for using equity method
Decrease in prepayments for investments
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Decrease in refundable deposits
Increase in other receivables
Acquisition of intangible assets
Increase in other financial assets
Decrease in other financial assets
Increase in other noncurrent assets
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term loans
Decrease in short-term loans
Proceeds from long-term loans
Decrease in guarantee deposits
Repayments of lease principal
Cash dividends paid
Net cash used in financing activities
EFFECT OF EXCHANGE RATE CHANGES ON
CASH AND CASH EQUIVALENTS
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING
OF YEAR
CASH AND CASH EQUIVALENTS, END OF YEAR
Year Ended December 31 Year Ended December 31
2021
$346,212
14,596
(27,598)
(142,357)
190,853
-
-
(443,828)
178,017
(8,580)
-
(13,025)
(14,736)
-
12,313
(190,578)
(480,417)
1,278,969
-
39,566
(3,068)
(127,747)
(602,231)
585,489
41,174
337,099
1,574,919
$1,912,018
2020
$1,691,300
15,134
(26,310)
(199,555)
1,480,569
(12,819)
12,220
(300,721)
78,938
-
1,569
-
(22,685)
(12,313)
-
(20,328)
(276,139)
-
(256,215)
300,000
(159)
(445,623)
(501,860)
(903,857)
2,926
303,499
1,271,420
$1,574,919

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

-25-

-26-

-27-

-28-

-29-

-30-

-31-

SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

Assets
CURRENT ASSETS
Cash and cash equivalents
Notes receivable, net
Accounts receivable, net
Accounts receivable - related parties, net
Other receivables
Other receivables - related parties
Inventories
Prepayments
Other current financial assets - current
Total current assets
NONCURRENT ASSETS
Investments accounted for using equity method
Property, plant and equipment
Right-of-use assets
Investment properties, net
Intangible assets
Deferred income tax assets
Refundable deposits
Prepayments for investments
Total noncurrent assets
TOTAL ASSESTS
Liabilities and Equity
CURRENT LIABLITIES
Short-term loans
Contract liabilities - current
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Current tax liabilities
Provisions - current
Lease liabilities - current
Advance receipts
Current portion of long-term loans
Total current liabilities
Note
6(1)
6(2)
6(3)
6(3), 7
7
6(4)
6(5)
6(6)
6(7)
6(8)
6(9)
6(10)
6(26)
6(11)
6(20)
7
6(12)
6(12), 7
6(13)
6(8)
6(14)
December 31, %
6.1
0.4
25.5
9.1
0.3
0.3
11.0
0.2
-
52.9
32.5
12.8
0.4
1.0
0.2
0.2
-
-
47.1
100.0
7.6
0.8
10.1
14.7
3.0
0.3
1.7
0.2
0.1
-
0.4
38.9
2021
December 31, 2020
Amount
$499,970
32,577
2,072,727
744,501
23,079
27,420
900,370
13,321
-
4,313,965
2,650,469
1,042,050
31,809
85,489
15,386
14,476
2,714
288
3,842,681
$8,156,646
$620,000
67,046
824,330
1,198,579
240,968
21,677
141,711
14,273
11,393
2
35,222
3,175,201
Amount
$491,384
16,320
1,796,090
530,555
18,752
19,386
608,008
11,461
12,313
3,504,269
3,400,199
1,039,525
41,844
80,889
17,792
16,430
2,448
-
4,599,127
$8,103,396
$350,000
37,776
773,102
1,209,963
312,007
14,907
84,991
13,759
12,299
326
-
2,809,130
%
6.1
0.2
22.2
6.5
0.2
0.2
7.5
0.1
0.2
43.2
42.1
12.8
0.5
1.0
0.2
0.2
-
-
56.8
100.0
4.3
0.5
9.5
14.9
3.9
0.2
1.0
0.2
0.2
-
-
34.7

-32-

Liabilities and Equity
NONCURRENT LIABILITIES
Long-term loans
Deferred income tax liabilities
Lease liabilities - noncurrent
Net defined benefit liabilities - noncurrent
Guarantee deposits
Total noncurrent liabilities
Total Liabilities
Share capital
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other equity
Total Equity
TOTAL LIABILITIES AND EQUITY
Note
6(14)
6(26)
6(8)
6(15)
6(16)
6(17)
6(18)
6(19)
December 31, %
6.2
0.4
0.3
0.7
-
7.6
46.5
30.7
4.5
10.3
3.0
8.6
(3.6)
53.5
100.0
2021
December 31, 2020
Amount
$501,778
36,498
20,912
55,047
425
614,660
3,789,861
2,509,297
366,903
842,984
242,095
700,864
(295,358)
4,366,785
$8,156,646
Amount
$520,000
90,397
29,900
59,391
449
700,137
3,509,267
2,509,297
366,903
758,081
260,275
941,668
(242,095)
4,594,129
$8,103,396
%
6.4
1.1
0.4
0.7
-
8.6
43.3
31.0
4.5
9.4
3.2
11.6
(3.0)
56.7
100.0

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

-33-

SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD. PANENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUES
OPERATING COSTS
GROSS PROFIT
UNREALIZED GROSS PROFIT ON SALES TO
SUBSIDIARIS AND ASSOCIATES
REALIZED GROSS PROFIT ON SALES TO
SUBSIDIARIS AND ASSOCIATES
OPERATING EXPENSES
Sales and marketing
General and administrative
Research and development
Expected credit gain (loss)
Total operating expenses
INCOME FROM OPERATIONS
NON-OPERATING INCOME AND EXPENSES
Interest revenue
Other income
Other gains and losses
Finance costs
Share of profits of subsidiaries, associates and
joint ventures
Total non-operating income and expenses
INCOME BEFORE INCOME TAX
INCOME TAX EXPENSE
NET INCOME
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently
to profit or loss:
Remeasurement of defined benefit obligation
Income tax benefit related to items that will
not be reclassified subsequently
Total items that will not be reclassified subsequently
to profit or loss
Items that may be reclassified subsequently
to profit or loss:
Share of other comprehensive loss of subsidiaries,
associates and joint ventures
Income tax benefit related to items that may
be reclassified subsequently to profit or loss
Total items that may be reclassified subsequently
to profit or loss
Total other comprehensive loss, net of income tax
TOTAL COMPREHENSIVE INCOME
EARNINGS PER SHARE
Basic
Diluted
Note
6(20)
6(4)
6(3)
6(22)
6(23)
6(24)
6(25)
6(26)
6(27)
6(28)
6(28)
Year Ended December 31 Year Ended December 31
2021 %
100.0
(87.2)
12.8
(0.4)
0.4
(2.9)
(2.6)
(4.6)
-
(10.1)
2.7
-
1.4
0.5
(0.1)
1.1
2.9
5.6
(1.3)
4.3
-
-
-
(0.7)
0.2
(0.5)
(0.5)
3.8
2020
Amount
$9,894,052
(8,630,777)
1,263,275
(41,344)
38,932
(289,196)
(253,288)
(452,699)
250
(994,933)
265,930
2,260
135,210
52,027
(8,372)
107,125
288,250
554,180
(124,927)
429,253
(1,379)
276
(1,103)
(66,578)
13,315
(53,263)
(54,366)
374,887
$1.71
$1.71
Amount
$8,611,750
(7,276,702)
1,335,048
(38,932)
33,951
(268,557)
(279,417)
(482,361)
(462)
(1,030,797)
299,270
3,887
120,487
131,779
(7,617)
488,109
736,645
1,035,915
(184,265)
851,650
(3,274)
655
(2,619)
22,725
(4,545)
18,180
15,561
867,211
$3.39
$3.39
%
100.0
(84.5)
15.5
(0.5)
0.4
(3.1)
(3.2)
(5.7)
-
(12.0)
3.4
-
1.4
1.5
(0.1)
5.8
8.6
12.0
(2.1)
9.9
-
-
-
0.3
(0.1)
0.2
0.2
10.1

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

-34-

SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2020
Appropriations and distributions of prior years’ earnings:
Legal reserve
Special reserve
Cash dividends - $2 per share
Net income in 2020
Other comprehensive income (loss) in 2020, net of income tax
Total comprehensive income in 2020
BALANCE AT DECEMBER 31, 2020
Appropriations and distributions of prior years’ earnings:
Legal reserve
Special reserve
Cash dividends - $2.4 per share
Net income in 2021
Other comprehensive income (loss) in 2021, net of income tax
Total comprehensive income in 2021
BALANCE AT DECEMBER 31, 2021
OrdinaryShares
2,509,297
$ -
-
-
-
-
-
2,509,297
-
-
-
-
-
-
2,509,297
$
Capital Surplus
366,903
$ -
-
-
-
-
-
366,903
-
-
-
-
-
-
366,903
$
Unappropriated
Special Reserve
Earnings
164,709
$ 758,746
$ -
(68,683)
95,566
(95,566)
-
(501,860)
-
851,650
-
(2,619)
-
849,031
260,275
941,668
-
(84,903)
(18,180)
18,180
-
(602,231)
-
429,253
-
(1,103)
-
428,150
242,095
$ 700,864
$ Retained Earnings
Other Total
Equity
Exchange
Differences on
Translating Foreign
Operations
$ (260,275)
-
-
-
-
18,180
18,180
(242,095)
-
-
-
-
(53,263)
(53,263)
$ (295,358)
Legal Reserve
689,398
$ 68,683
-
-
-
-
-
758,081
84,903
-
-
-
-
-
842,984
$
Special Reserve
164,709
$ -
95,566
-
-
-
-
260,275
-
(18,180)
-
-
-
-
242,095
$
4,228,778
$ -
-
(501,860)
851,650
15,561
867,211
4,594,129
-
-
(602,231)
429,253
(54,366)
374,887
4,366,785
$

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

-35-

SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax
Adjustments :
Adjustments to reconcile profit (loss)
Depreciation
Amortization
Expected credit loss
Interest expense
Interest income
Share of profits of subsidiaries, associates and joint ventures
Gain on disposal and retirement of property, plant and equipment
Transfer of property, plant and equipment to expenses
Gain on reversal of impairment loss on non-financial assets
Unrealized gross profit on sales to subsidiaries and associates
Realized gross profit on sales to subsidiaries and associates
Other
Total adjustments to reconcile profit (loss)
Net changes in operating assets and liabilities
Decerase (increase) in notes receivable
Decrease (increase) in accounts receivable
Decrease (increase) in accounts receivable - related parties
Decrease (increase) in other receivables
Decrease (increase) in other receivables - related parties
Decrease (increase) in inventories
Decrease (increase) in prepayments
Total changes in operating assets
Net changes in operating liabilities
Increase (decrease) in contract liabilities
Increase (decrease) in accounts payable
Increase (decrease) in accounts payable - related parties
Increase (decrease) in other payables
Increase (decrease) in other payables - related parties
Increase (decrease) in provisions
Increase (decrease) in advance receipts
Increase (decrease) in net defined benefit liabilities
Total changes in operating liabilities
Total net changes in operating assets and liabilities
Total adjustments
Year Ended December 31 Year Ended December 31
2021
554,180
$ 65,637
13,818
(250)
8,372
(2,260)
(107,125)
(16)
47
(4,906)
41,344
(38,932)
14,031
(10,240)
(16,257)
(276,387)
(213,946)
(4,327)
(8,034)
(292,362)
(1,367)
(812,680)
29,270
51,228
(11,384)
(72,328)
6,770
514
(324)
(5,723)
(1,977)
(814,657)
(824,897)
2020
1,035,915
$ 69,511
12,620
462
7,617
(3,887)
(488,109)
(65)
77
-
38,932
(33,951)
-
(396,793)
(3,607)
67,126
(169,367)
(4,793)
(1,158)
165,918
(267)
53,852
18,536
(130,542)
83,970
66,960
2,986
483
(134)
(5,612)
36,647
90,499
(306,294)

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Cash generated from (used in) operations
Interest received
Dividends received
Interest paid
Income tax paid
Net cash generated from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of investments accounted for using equity method
Decrease in prepayments for investments
Proceeds from capital reduction of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Decrease in refundable deposits
Acquisition of intangible assets
Increase in other financial assets
Decrease in other financial assets
Increase in other non-current assets
Net cash generated from (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term loans
Decrease in short-term loans
Proceeds from long-term loans
Decrase in guarantee deposits
Repayments of lease principal
Cash dividends paid
Net cash used in financing activities
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS - BEGINNING
OF YEAR
CASH AND CASH EQUIVALENTS - END OF YEAR
Year Ended December 31 Year Ended December 31
2021
($270,717)
2,260
420,136
(8,312)
(106,561)
36,806
(27,962)
-
381,660
(55,003)
207
(266)
-
(10,445)
-
12,313
(987)
299,517
270,000
-
17,000
(24)
(12,482)
(602,231)
(327,737)
8,586
491,384
499,970
$
2020
729,621
$ 3,887
390,056
(7,672)
(95,637)
1,020,255
(436,110)
53,701
-
(27,438)
666
-
234
(20,897)
(12,313)
-
-
(442,157)
-
(335,000)
300,000
(307)
(15,353)
(501,860)
(552,520)
25,578
465,806
491,384
$

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

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The effects of the stock dividends proposed by the shareholders' meeting on the Company's business performances and earnings per share.

Year
Item
Year
Item
Year
Item
2022 (Estimated)
Initialpaid-in capital(NT$1,000) 2,509,297
Distribution of
stock and cash
dividends in
the current
fiscal year
Cash dividendsper share(NT$) 1.20


Number of shares distributed per share in capital increase
by retained earnings (NT$)

-
Number of shares distributed per share in capital increase
by capital reserve (NT$)

-
Change in
operating
performance
Operating profits(NT$1,000) Not applicable
(Note 2)
Percentage of increase (decrease) in operating profit over
the sameperiod in theprevious fiscalyear(%)
After-tax netprofit(NT$1,000)
Percentage of increase (decrease) in after-tax net profit
over the sameperiod in theprevious fiscalyear(%)
Earningsper share(NT$)
Percentage of increase (decrease) in EPS over the same
period in theprevious fiscalyear(%)
Annual average return on investment (reciprocal of
average annualprice/earnings ratio) (%)
Pro forma
earnings per
share and
price/earnings
ratio
If capital increase by
retained earnings is
entirely replaced by
cash dividend
distribution
Proformaearnings pershare
Pro forma average annual return
on investment
If capital reserve is not
used for capital increase
Proformaearnings pershare
Pro forma average annual return
on investment
If capital reserve is not
used for capital increase
and capital increase by
retained earnings is
replaced by cash
dividend distribution
Proformaearnings pershare
Pro forma average annual return
on investment

Note 1: Filed in accordance with the resolution of the meeting of the Board of Directors on March 10, 2022. To be passed in the general shareholders meeting in 2022.

Note 2: According to the "Regulations Governing the Publication of Financial Forecasts of Public Companies", the Company is not required to disclose its financial forecasts for 2021.

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Sunonwealth Electric Machine Industry Co., Ltd. Shareholders' Meeting Policy

  • Article 1: Unless otherwise specified by law or the Articles of Incorporation, the shareholders' meetings of the Company shall be implemented in accordance with this Policy.

  • Article 2: The Company shall provide an attendance log to record attendance of shareholders in attendance; alternatively, attendance cards may be presented to signify their presence at the meeting. The number of shares represented during the meeting is calculated based on the total amount registered in the attendance log or the attendance cards collected.

  • Article 3: Shareholders' attendance and votes are determined by the number of shares represented during the meeting.

  • Article 4: Shareholders' meetings of the Company shall be held at locations that are suitable and convenient for shareholders to attend. Meetings shall not begin earlier than 9 AM or later than 3 PM.

  • Article 5: Shareholders' meetings that are convened by the Chairman shall be chaired by the Chairman. If the Chairman is unable to perform such duties due to leave of absence or any reason, the Vice Chairman shall act on the Chairman's behalf. If the Vice Chairman is also unavailable or is non-existent, the Chairman may appoint one of the Managing Directors to act on the Chairman's behalf. If the Company does not have a Managing Director, one of the Directors shall be appointed to act on the Chairman's behalf. If no such designation is made by the Chairman, the Managing Directors or Directors shall select one person from among themselves to serve as chair. If the shareholders' meeting is convened by an authorized party other than the Board of Directors, the meeting shall be chaired by the authorized convener.

  • Article 6: The Company may summon its lawyers, certified public accountants, and any relevant personnel to be present at the shareholders' meeting. Organizers of the shareholders' meeting must wear proper identification or arm badges.

  • Article 7: The Company's shareholder meetings must be video or audio recorded and kept for at least one year.

  • Article 8: The chair shall announce the commencement of the meeting as soon as it is due. However, if the attendants represented less than half of the Company's outstanding shares, the chair may announce to postpone the meeting up to two times, for a period totaling no more than one hour. If after two postponements the number of shareholders present is still insufficient while representing at least one third of the total issued shares, provisional resolutions may be adopted in accordance with Article 175, Paragraph 1 of the Company Act. If the number of shares represented during the meeting accumulates to more than half of all outstanding shares before the meeting ends, the chair may re-propose the tentative resolution for final voting according to Article 174 of the Company Act.

  • Article 9: If the shareholders' meeting is convened by the Board of Directors, the Board of Directors shall determine the meeting proceedings. The proceedings shall not be changed unless

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  • resolved during the shareholders' meeting. The above rule also applies if the shareholders' meeting is convened by any authorized party other than the Board of Directors. In either of the two arrangements described above, the chair cannot dismiss the meeting while an agenda item (including extraordinary motions) is still in progress. If the chair violates the meeting policy by dismissing the meeting when it is not allowed to do so, the attending shareholders may elect another chair with the support of more than half of voting rights represented and continue the meeting.

  • Article 10: Shareholders who wish to speak during the meeting must produce an opinion slip detailing the topics and the shareholder's account number (or the attendance ID serial). The order of shareholders' comments shall be determined by the chair. Shareholders who submit an opinion slip without actually speaking are considered to have remained silent. If the shareholder's actual comments differ from those stated on the opinion slip, the actual comments expressed shall be recorded. While a shareholder is speaking, other shareholders shall not speak simultaneously or interfere in any way unless agreed by the chair and the person speaking. Any violators shall be restrained by the chair.

  • Article 11: Each shareholder shall speak no more than twice, for a maximum of five minutes each, on the same agenda item unless otherwise agreed by the chair. The chair may stop shareholders from speaking if they violate the rules or speak outside the agenda item under discussion.

  • Article 12: Corporate entities that have been designated as proxy attendants shall only appoint one representative to attend the shareholders' meeting. Where a corporate shareholder has appointed two or more representatives to attend the shareholders' meeting, only one representative may speak per agenda item.

  • Article 13: After the shareholder has finished speaking, the chair may answer to the shareholder's queries personally or appoint any relevant personnel to do so.

  • Article 14: When the chair at a board meeting is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call a vote.

  • Article 15: The chair will appoint a ballot scrutineer and a ballot counter; the ballot scrutineer must be a shareholder. Voting results shall be made known on-site immediately and recorded in writing.

  • Article 16: The chair may put the meeting in recess at appropriate times.

  • Article 17: Unless otherwise regulated by the Company Act or the Articles of Incorporation, an agenda item is passed when supported by shareholders who represent more than half of the total voting rights in the meeting. No voting power shall be granted, however, to shares specified in Article 179 of the Company Act. An agenda is considered passed if the chair receives no objections from any attendants. This voting method is as effective as does the conventional ballot method.

  • Article 18: When there is an amendment or alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in

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which they will be put to a vote. If any resolution is passed, all other proposals shall be deemed rejected and no further voting is necessary.

  • Article 19: The chair may instruct marshals (or security staff) to help maintain order in the meeting. While maintaining order in the meeting, all marshals or security staff must wear arm bands which identify their roles as "Marshall."

  • Article 20: Matters not provided herein shall be subject to the provisions of the Articles of Incorporation and other applicable laws and regulations.

  • Article 21: The Policy shall come into effect upon approval of the shareholders' meeting. The same applies to all subsequent amendments.

  • Article 22: The Policy was established on June 23, 1991. The first amendment was on April 3, 1997. The second amendment was on April 3, 1998. The third amendment was on May 28, 2002. The fourth amendment was on June 16, 2006.

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Sunonwealth Electric Machine Industry CO., LTD.

Articles of Incorporation

SECTION I: General Principals

Article 1. The Company is called 建準電機工業股份有限公司 and is registered as a company limited by shares according to the ROC Company Act. The English name of the Company is SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD. Article 2 The Company is engaged in the following businesses: 01. CC01080 Electronic Parts and Components Manufacturing 02. CC01990 Electrical Machinery, Supplies Manufacturing 03. CB01010 Machinery and Equipment Manufacturing 04. CC01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing 05. CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing 06. F401010 International Trade 07. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval. Article 3. The Company’s headquarter is located in Kaohsiung city, Taiwan and may set up domestic or foreign branches, offices or business establishments as resolved by the Board of Directors, if necessary. Article 4. Public announcements by the Company are to be made following Article 28 of Company Act. Article 5. The total amount of the Company’s reinvestment shall not be subject to the restriction of not exceeding 40% of its paid-in capital, and the Company may act as a guarantor.

SECTION II: Shares

Article 6. The total capital amount of the Company shall be five billion New Taiwan Dollars (NT$5,000,000,000), divided into five hundred million (500,000,000) shares, at a par value of ten New Taiwan Dollars (NT$10) per share, and may be issued separately according to the resolution of the Board of Directors.

An additional NT$700 million shall be reserved in the authorized capital in the preceding paragraph for the issuance of employee stock options issuable in 70 million shares of NT$10 per share. The Board of Directors is authorized to issue shares in installments. Article 6-1. The Company may transfer shares at prices lower than the average repurchase prices to employees or issue employee stock options with a subscription price lower than the closing price of common shares on the issuance date with the approval of two-thirds of all shareholders in the most recent shareholders' meeting attended by at least one-half of all shareholders of outstanding shares. Article 6-2. When the Company issues new shares, the employees eligible for share subscription shall include employees of subsidiaries of the Company that meet certain conditions, which are to be prescribed by the Board of Directors.

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The recipients of new restricted employee shares issued by the Company include employees of subsidiaries of the Company that meet certain conditions. The conditions and methods of distribution are to be prescribed by the Board of Directors.

  • Article 7. The Company's stocks shall be registered. Share certificates shall be affixed with the signatures or personal seals of the director representing the Company and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance thereof.

The Company may issue shares without printing share certificate(s), but shall have the shares registered with the Taiwan Depository & Clearing Corporation.

Article 8. A shareholder shall for record purposes provide to the Company his official name. it shall state the official name and registered address of each shareholder and(or) the proxy of the shareholder in the roster of shareholder. Where there are several persons owning the same share or shares, such co-owners shall select one of them for the exercise of their shareholders rights.

  • Article 9. Unless otherwise required by the laws and the Securities and Exchange Act, the shareholder services including transferring of share ownership, creation of pledge, removal of pledge, reporting of loss, inheritance, gift, change of basic shareholder information, etc. shall be handled in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies promulgated by competent authority

  • Article 10. A company shall not handle any requests for transfers of shares within 60 days prior to the shareholders meeting, 30 days prior to the special shareholders meeting, or 5 days prior to the record date for the distribution of dividends, bonuses or other interests.

SECTION III: General Shareholders’ Meeting

Article 11. Shareholders’ meeting shall be of two types, namely general and extraordinary shareholders’ meeting. The former shall be convened once a year within six months after the close of each fiscal year and the latter shall be convened whenever necessary. Notices which clearly state the purpose(s) for convening meeting shall be sent to each shareholder at least thirty (30) days in advance, in case of general meetings, and at least fifteen (15) days in advance, in case of extraordinary meetings.

Article 12. Any shareholder, who for any reason is unable to attend general shareholders’ meetings, may execute a proxy printed by the Company, in which the authorized matters shall be expressly stated, to authorize a proxy to attend the meeting for him/her.

Article 13. Shareholders’ meeting shall be convened by the Board of Directors and, be presided over by the Chairman of the Board of Directors; in case the Chairman of the Board of Directors is on leave or unable to perform his duties for cause, the Chairman of the Board of Directors shall designate a director to act as the chairman; if no such designation, the directors shall elect one from among themselves.

  • Article 14. Except in the circumstances otherwise provided under the Article 179 of the Company Act, a shareholder shall have one voting power in respect of each share in his/her/its possession.

  • Article 15. Unless otherwise required by the Company Act, shareholders’ resolutions shall be adopted by at least half of the votes of the shareholders present at a general shareholders’ meeting who hold at least half of all issued and outstanding shares of the Company.

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Article 16. Shareholder meeting minutes made for the purpose of recording all proceedings and
resolutions at meetings of the holders of any class of Shares should be signed by respective
chairpersons and dispatched within 20 days from the date the meetings concluded to all of the
Shareholders for the time being entitled to receive notice of and to attend and vote at the
meetings. Minutes shall also specify the place, the day and the hour of the meeting and name
of the chairperson and are to be kept in the Company along with relevant Shareholder sign-in
records and instruments of proxies. The attendance list bearing the signatures of the
shareholders present at the shareholders meeting and the powers of attorney of the proxies
shall be kept for a period of at least one year.
SECTION IV: Director
Article 17. The Company shall have seven to nine Directors. The election of Directors is held by
nomination in accordance with Article 192-1 of the Company Act, and the shareholders shall
vote on the list of candidates. They shall serve three-year terms and they may be reelected. The
total number of registered shares of the Company held by all Directors shall meet requirements
in the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at
Public Companies" promulgated by the competent authority.
The number of Independent Directors among the Directors specified above shall be no less than
three and no less than one fifth of the total number of Directors. Independent Directors shall be
elected from among the nominees in the shareholders' meeting. Independent Directors may not
serve for more than three consecutive terms. With respect to professional qualifications,
shareholdings, restrictions on taking part-time jobs, independence, nomination, and other
compliance-related requirements for independent supervisors, the Company shall follow the
relevant regulations announced by the competent authority in charge of the securities industry.
The monthly salaries and transportation allowances for Directors of the Company shall be
determined in accordance with prevailing rates in the industry.
The Company shall purchase liability insurance for all Directors in their tenure, and therefore
insure itself against liabilities incurred by the directors over the course of service.
Article 18. Tenure of incumbent Directors and Supervisor may be extended until such date new
Directors and new Supervisor are appointed if shareholder general meeting to elect new
Directors and new Supervisor, for any reason, is not convened in time.
Article 19. The Board of Directors is formed by the Directors. The Chairman shall be elected by a
majority voting of the Directors present at a meeting of its Board of Directors attended by
two-thirds or more of the Directors of the Company. The Board of Directors may elect one
person to serve as the Vice Chairman in the same manner. The Chairman shall execute all
matters of the Company in accordance with laws, regulations, the Articles of Incorporation,
and resolutions of the shareholders' meeting and the Board of Directors.
Article 20. By-elections shall be convened for the purpose of filling vacant seats in the board of Directors
if any such vacancy arises prior to expiration of the designated 3-year tenure. Appointment
through by-election shall not carry tenure beyond the original expiration date of the vacant
position for which the by-election is held.
Article 21. The meeting of the Board of Directors shall be held once every quarter; special meeting of the
Board of Directors may be held when Chairman deems necessary or requested by two (2) or
more Board members. Unless otherwise stipulated in the Company Act, board meetings shall
be called and chaired by the Chairman of the Company. When the Chairman cannot exercise
his power and authority, the act on his behalf shall be in according with the provisions of
Article 192-1 of the Company Act.
In convening a meeting of the Board of Directors, a notice indicated the purpose(s) for

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convening the meeting shall be given to each director no later than 7 days prior to the scheduled meeting date in writing or via e-mail or fax. However, in the case of urgency, the meeting may be convened at any time.

Article 22. Unless otherwise required by the Company Act, shareholders’ resolutions shall be adopted by at least half of the votes of the shareholders present at a general shareholders’ meeting who hold at least half of all issued and outstanding shares of the Company. A director may execute a proxy to appoint another director to attend the Board of Directors meeting and to exercise his/her voting right, but a director can accept only one proxy. In case a meeting of the board of directors is proceeded via visual communication network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person. Article 23. Board meeting minutes made for the purpose of recording all proceedings and resolutions at meetings of the Directors should be signed by the chairman and dispatched within 20 days from the date the meetings concluded to all of the Directors. Minutes shall be kept in the Company along with relevant Director sign-in records and instruments of proxies. Article 24. The Company shall set forth the Audit Committee, which comprises of all the independent directors, in accordance with the Securities and Exchange Act. One of the independent directors shall be the convener, and at least one of whom shall have accounting or financial expertise. After the establishment of the Audit Committee, the Audit Committee shall be responsible for performing the power of supervisors as provided in the Company Act, the Securities and Exchange Act, the Articles of Incorporation and the internal rules of the Company and the relevant laws and regulations.

The resolution of the Audit Committee shall be made at the meeting in which a majority of the independent directors shall vote in favor of the resolution.

When holding a meeting of the board of directors, the company may invite personnel of Article 25. relevant departments to attend the meeting as nonvoting participants.

SECTION V: Manager

Article 26. The Company may have managers whose appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.

Article 27. (Deleted)

SECTION VI: ACCOUNTING

Article 28. At the end of each fiscal year, the Board of Directors shall prepare financial and accounting books in accordance with the ROC Company Act and submit them according to law to the ordinary general shareholders’ meeting for approval.

  1. the business report;

  2. the financial statements; and

  3. 3 . the surplus earning distribution or loss off-setting proposals.

Article 29. The company operates the business of electronic components industry and it is currently at the growth stage of the industry life cycle. Research, development and increasing production capacity are the key to competitive capability and sustainable operation. Based on the factors including capital required for operation and stable dividends distribution, the Company adopts Residual Dividend Policy with fixed dividends. If the Company is

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profitable, 2% (inclusive) of the profits shall be allocated as compensation to employees and 5% (inclusive) or less of the profits should be allocated as compensation to directors. While the Company has accumulated losses, the profit shall be set aside to compensate losses before distribution.

The company may, by a resolution adopted by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors, have the profit distributable as employees’ compensation in the preceding paragraph distributed in the form of shares or in cash; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

Qualification requirements of employees, including the employees of subsidiaries of the company meeting certain specific requirements, entitled to receive shares or cash.

At each fiscal year-end, the Company should allocate as legal surplus ten percent (10%) of earnings that are net of tax payment and net of adjustments for any losses from prior years. Total of earnings balance from current fiscal year and undistributed earnings from previous years is considered earnings available for distribution. Proposal of earnings distribution shall be presented in board meetings and resolved in shareholder general meetings.

In the case of dividends distribution by the Company, the Board of Directors may refer to the operational and capital expenditure requirements to draw a proposal of appropriate proportions of cash and stock dividends, and such proposal shall be submitted to the shareholders' meeting for approval. Stock dividend provided that the cash dividends shall not be less than 20% of the total dividends.

SECTION VII: Appendix

Article 30. The internal organization of the Company and the detailed procedures of business operation shall be determined by the Board of Directors. Article 31. In regard to all matters not provided for in these Articles of Incorporation, the Company Act or other laws and regulations shall govern. Article 32. Terms of these articles of incorporation have been fully ratified, confirmed, and approved by shareholder general meeting and filed with authority for adoption. Any future amendment to the terms of these articles shall be approved by shareholder general meeting and file with authority for adoption. Article 33. These Article of Incorporation were enacted on Aug 12,1980 and amended on Sep. 26, 1980 for the first time, on May 25, 1983 for the second time, on Sep. 1,1986 for the third time, on Oct. 5,1988 for the fourth time, on Mar. 7,1989 for the fifth time, on Mar. 23,1989 for the sixth time, on Oct. 1,1989 for the seventh time, on Mar. 1,1991 for the eighth time, on June 23,1981 for the ninth time, on June 19,1983 for the tenth time, on Aug. 20,1994 for the eleventh time, on June 16,1995 for the twelfth time, on May 30,1996 for the thirteenth time, on Apr 3,1997 for the fourteenth time, and on May 14, 1999 for the fifteenth time, on May 26, 2000 for the sixteenth time, on May 28,2002 for the seventeenth time, on June 3,2003 for the eighteenth time, on June 27,2005 for the nineteenth time, on June 16,2006 for the twentieth time, on June 22,2007 for the twentyfirst time, on June 19,2008 for the twenty-second time, on May 27,2009 for the twentythird time, on June 9,2010 for the twenty-fourth time, on May 25,2012 for the twenty-fifth time, on June 4,2014 for the twenty-sixth time, on June 9,2015 for the twenty-seventh time, on June 3,2016 for the twenty-eighth time, on June 19,2019 for the twenty-ninth time, on June 9, 2021 for the thirty time.

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Sunonwealth Electric Machine Industry Co., Ltd. 2021 Business Report

I. Business Performance

The strong recovery of the global economy in the first half of 2021 has caused difficulties in the form of a tightened global supply chain and rising raw material prices. Due to the impact of the relocation of the Foshan Factory, we were unable to process rush orders immediately. As a result, although the demand for fans surged due to the growth in new server platforms, automotive communication, and communication markets, the overall growth and profitability of fan products were affected in 2021. We were only able to stabilize profitability and ship products for purchase orders from the previous period in November when Beihai Factory in China expanded its capacity. The expansion powered growth in revenue in the last quarter of 2021 and helped the Company continue to create record-high revenue.

Sunonwealth is the best partner for industrial motor and fan heat dissipation. Our company has pursued long-term development in a wide range of industrial applications. As times change, we continue to explore the development and research of cooling products for emerging industries and provide the best solutions for the latest technologies. Even as we face tremendous changes and impact in the global market, we leverage different product portfolios and adjust the supply and demand for industry applications to maintain optimal business performance and maximize business interests for companies.

Sunonwealth has been focused on inventions and innovation in core technologies in energyefficient motors for 42 years. Sunonwealth has continuously achieved innovation and led product development trends in the industry in solutions for motors, fans, heat dissipation modules, and ventilation. Examples include the world's first MagLev motor fans and the world's smallest and slimmest Mighty Mini Fan. Sunonwealth products have received wide acclaim in the industry and we continue to focus on low energy consumption and sustainable energy industry applications in response to the diversification and focus on sustainability issues in global industrial developments in recent years. Sunonwealth provides the most energy-efficient, high-quality, and reliable products for information, communication, automotive electronics, mobile devices, home appliances, industrial applications, healthcare, refrigeration, monitoring and control services, energy storage systems, and green building ventilation. They have been designated for use by multiple international brands and we have become customers' best partner for heat dissipation designs.

The Company's net operating revenues in 2021 was NT$9,894,052 thousand which was an increase of NT$1,282,302 thousand or14.89% from NT$8.611.750 thousand in 2020. The consolidated net operating revenues was NT$13,561,804 thousand which was an increase of NT$780,523 thousand or 6.11% from NT$12,781,281 thousand in 2020.

Sunonwealth Group launched the world's first DR MagLev Motor Fan which uses new MagLev technology with micro dust insulation technology and S&C (seal & clip) to effectively prevent motor stator blades from falling off and provides superior dust resistance, higher reliability, and longer

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useful life. It has become Sunonwealth's optimal competitive niche in the heat dissipation industry. Sunonwealth has intensified development in inventions and innovation for many years and we have established comprehensive and industry-leading technology capacity. Sunonwealth was ranked 48th in the world and 4th in Taiwan in terms of technical strength by the MIT Technology Review . These achievements prove Sunonwealth's technical prowess in the industry.

As technology continues to progress and with the arrival of the 5G generation with faster transmission speed, application service providers (ASPs) continue to upgrade their comprehensive solutions and they increase the power requirements for telecommunication equipment such as telecommunication switches and data center servers. The demand for heat dissipation products also continues to grow. Thus, the servers and storage equipment in important data centers around the world rely heavily on Sunonwealth's heat dissipation products. In addition to telecommunication equipment, the market where 5G technologies have the most important impact is the electric vehicle market. As conditions inside cars are now being processed in the smart cloud, the demand for heat dissipation in all electronic systems have increased significantly. Sunonwealth has dedicated development efforts on the heat dissipation market for 41 years. We have won opportunities in the 5G market and used the advantages of our outstanding energy-efficient, low-vibration, and low-noise products to win the recognition of major international brands.

In terms of diverse automotive applications, in response to the increase in green energy and environmental protection awareness and the rapid development of electric vehicles, Sunonwealth's fan products have gradually been expanded from traditional automotive applications to various electronic applications in electric vehicles. Our products are used in the CPUs of advanced driver assistance systems and trip computers and our customers include major automobile manufacturers such as Tesla, BMW, Mercedes Benz, Audi, and Jaguar. As cars gradually become smarter, the proportion of automotive electronics applications has grown each year and automotive electronics has become the source of 90% of the innovation in the current automotive industry. Various applications for cleaner energy, safer, smarter, and more comfortable vehicles are being developed. Cooling design has become a key technology for maintaining the maximum performance of high-end electronics products. Since 1999, Sunonwealth has accumulated years of experience in projects with European and American automobile manufacturers and we provide products with low noise, high reliability, high protection, high temperature resistance, vibration resistance, acid corrosion resistance, salt fog resistance (GR487 certification), dust resistance, waterproof, and certified in 1000 desert tests that meet cooling and ventilation requirements of the automotive industry and satisfy automobile manufacturers' high demand for quality.

As global warming exacerbates, the future of energy transformation will be focused on green and low-carbon energy. According to the IEA report, the share of renewable energy in global electricity supply is expected to grow from 25% in 2018 to 32% in 2024. A good heat dissipation system is a key element for maintaining stable operations of energy storage systems. High power conversion and storage systems generate a lot of heat in operations. Excessively high temperature of the system can reduce conversion efficiency or cause the risk of crashes, which can result in additional

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wear and tear and maintenance costs. Sunonwealth provides comprehensive cooling fan and cooling module products with high protection ratings. They provide high-performance heat dissipation as well as IP68, the highest dust and waterproof rating, and GR-487-rated protection against salt fog. We offer customized water-cooled modules and comprehensive technical evaluation services to quickly satisfy customer demand for optimal thermal solutions for storage systems. They meet the requirements for renewable energy systems such as energy storage systems (ESS) and PV inverters that operate in harsh environments.

Global warming has caused severe climate issues in recent years and countries began to pay more attention to energy conservation, carbon emissions reduction, and sustainable development of the environment. Sunonwealth's international customers with whom we have worked for many years began transitioning from traditional motors to energy-efficient DC motors and Sunonwealth has advanced greatly in energy-efficient motor technologies and environmentally friendly materials for products. Sunonwealth has accumulated technologies for energy-efficient motors and abundant experience in industrial cooperation and R&D for many years. We have established a series of ultraenergy-efficient DC ventilation products for sectors that still use traditional motors in 2015. The futuristic products consume 80% less energy and are ultra-quiet, waterproof, flame retardant, and equipped with multiple protection technologies that provide people with safer, more comfortable, and more energy-efficient ventilation products. In addition to adopting the latest motor technologies for our products, we surpassed traditional constraints in the external design of the products by integrating LED lighting and ventilation design and adopting minimalist styles for control panels. Our products have received the iF product design award in Germany and the Taiwan Excellence Silver Award. They provide the home environment with superior ventilation products.

In addition to climate change, the increasingly severe smog endemic around the world also severely threaten human health, Sunonwealth created the Flow2 One-AHR Ventilation Fan to address air pollution and smog in 2016. The product is used for bidirectional exchange of air for closed building environment. With simple installation, it provides fresh air for indoor areas and quickly expels indoor CO2, dust, formaldehyde, and other pollution. It also filters PM.25 from external air to introduce fresh air and increases the oxygen content of the indoor environment. The total heat exchange function achieves truly comfortable indoor temperature and humidity and the product received recognition in the 2017 Taiwan Excellence Award. We launched an advanced model in 2019 and won the 2020 Taiwan Excellence Award again. With an innovative external design and more efficient PM2.5 filtering, its smart functions detect air quality at home and provides refreshing air at all times so that you can enjoy forest-like good air without opening the windows.

In response to global energy conservation trends, air-conditioning used along with ceiling fans can effectively lower indoor temperature by 5-8°C. Under general temperatures, it can even replace air-conditioning and lower the air-conditioning cost of commercial spaces. As ceiling fans operate over long periods of time, higher energy efficiency standards have become more important. Sunonwealth's ceiling fans are completely lead-free in design and they meet RoHS 2.0 and REACH requirements. The fans are powered by ultra-slim motors and the fans incorporate aluminum and

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patented aircraft-grade blade designs that effectively reduce drag and eliminate nose. We provide higher performance with lighter and quieter designs than competitors and the ultra-slim fashionable external appearance also provide large spaces with more energy efficient options to improve the ventilation of the workplace and provide a comfortable apparent temperature.

Sunonwealth has established a pair of core business units in Kaohsiung including the "Invention and Innovation Center" and the "Business Headquarters" to construct a customer service and technical and R&D support system that spans across all continents in the world. Sunonwealth's Invention and Innovation Center invents innovative motors and integrates more than 400 R&D engineers its laboratories in Europe, the United States, Japan, and China to resolve energy conservation and heat management design challenges of customers in all regions and provide customers across the world with the most suitable solutions. The Business Headquarters is the Group's command center for its global operations. With 14 subsidiary companies and offices in Europe, the United States, Japan, and China, more than 110 distributors across the world, and more than 1,000 sales service locations, Sunonwealth Group is able to provide rapid and attentive services to customers across the world through a series of close-knit networks.

II. Production status

The Company produced a total of 156,486 thousand fan products in 2021 which was a 5.54% increase from 148,271 thousand units in 2020. AC fans accounted for 4.01% of total annual production while DC fans accounted for 95.99%.

Sunonwealth currently has three production bases in Taiwan and China. The Kaohsiung Plant, Sunonwealth's Invention and Innovation Center, and headquarters are located at the same site, which focuses on the trial and mass production of new products and the production of the Mighty Mini Fan. With three production bases in Beihai and Kunshan in China, and Kaohsiung, the Group's comprehensive production and supply network has a monthly output of 24 million units in cooling fans and 1.8 million cooling modules.

We are currently expanding the capacity of the Beihai Factory. We are also actively building a production base in the Philippines.

The construction for the first phase is scheduled to be completed in 2022 and production will soon begin after it passes the quality management certification. We shall use flexible processes and delivery capacity to respond to global customer demands and provide rapid and reliable supply services.

In terms of production quality management, Sunonwealth implements ISO quality management systems to improve quality performance. We continue to expand high-tech automation equipment for production to increase production efficiency, standardization, and zero-defect and win customers' long-term trust. All production bases have passed ISO9001, ISO14001, and ISO 450001 international certification. In response to the quality requirements of the automotive electronics industry, we obtained IATF 16949 automotive industry quality management system certification to satisfy highlevel safety requirements and meet strict standards in the international automobile industry.

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To ensure that products completely meet the EU's RoHS and other green environmental protection regulations, Sunonwealth established an exclusive green supply chain system and fully introduced green procurement procedures to increase management over green materials and control over R&D recognition operations. We strictly prohibit the use of controlled substances and we prohibit suppliers from using or including prohibited substances in production and products. We passed the IECQ QC080000 Hazardous Substance Process Management audit and certification in 2008 and we established a green quality management system that meet international standards.

Sunon places great emphasis on environmental protection and energy conservation in product design and R&D and we adopt green designs that reduce consumption of components and save energy and electricity. The production process requires complete compliance of suppliers with the related substance control declaration standard for the environment in the EU's RoHS and REACH directives in terms of the production process and raw materials. We do not use materials extracted from conflict resources. As a global citizen, Sunonwealth respects international human rights and we pledge not to use conflict minerals to ensure safety in the work environment in our supply chain and ensure that workers are treated with respect and dignity. We expect our suppliers to avoid the use of conflict minerals to fulfill their environmental and social responsibility and to implement reasonable due diligence for their supply chains to ensure that the materials provided to Sunonwealth do not contain "conflict minerals". We must all fulfill our responsibilities as corporate citizens.

In addition, we also pay close attention to international issues regarding environmental protection and use of energy and resources. We have implemented the halogen-free initiative and completed education and training for suppliers and employees. In addition, Sunonwealth Group also actively educates all employees on the importance of "environmental protection and energy conservation". In addition to establishing comprehensive procedures and systems for digital documents, we also implemented the 6S policy (sort, set in order, shine, standardize, sustain, and safety) in all plants. We aim to set Sunonwealth Group as a role model and inspire more people to work hard to protect the Earth and our environment. We aim to create "An Entirely Green Sunon".

III. Research and development status

Sunonwealth upholds the "Trinity R&D theory" for the Group's inventions and innovation. We have accumulated more than 40 years of experience in motor technologies and we focus on 3 major technological fields including "motor invention", "motor applications", and "total solutions for heat dissipation". We aim to explore the best performance and unlimited possibilities in motor applications. Our persistent pursuit of technical breakthrough and product innovation have pushed Sunonwealth Group to the forefront of technology development to provide clients with key modules in motors, cooling fans, and cooling modules to help them build their next-generation dream products. As of the end of December 31, 2021, the Group had been granted 3,213 patents worldwide with 189 pending patents totaling 3,402 patents. These patents for R&D and innovation achievements demonstrate the Company's lead in innovation and its advantages in grasping market opportunities.

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As the leader in the cooling fans and modules industry, Sunonwealth integrates the energy of its global R&D team and uses energy-efficient motors to initiate the "quiet revolution", "energy conservation revolution", "performance revolution", and "miniature revolution" with the aim of bringing quiet, comfortable, and smart green innovative technologies for humans and fulfilling the mission of "Make Life Easier".

IV. Continuous promotion of ESG

Sunonwealth has always focused on R&D innovation, talent development, environmental protection, and corporate governance. We pursue profitable business growth and actively implement environmental protection and social inclusion with the aim of achieving sustainable development and continuous dedication and care for the sustainability of the Earth. For years, Sunonwealth has continued to promote ESG and has made corporate social responsibility a key sustainability project for Sunonwealth. We hope to use technology to achieve the goal of "energy conservation, carbon emissions reduction, environmental protection, and loving the Earth" to protect the environment. We shall continue to protect the environment and dedicate our efforts to make the world a better place and fill it with endless hope.

Chairman of the Board Ching-Shen Hong

President Ching-Shen Hong

Accounting Managerial Officer William Li

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Audit Committee's Audit Report

The Board of Directors has prepared and submitted the 2021 business report, financial statements, and earnings distribution proposal. The financial statements have been audited by Crowe Horwath (TW) CPAs and they have submitted an audit report. The Audit Committee has reviewed the business report, financial statements, and the earnings distribution proposal and did not find any instances of noncompliance. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, it is hereby submitted for your review and perusal.

Sunonwealth Electric Machine Industry Co., Ltd. Chairman of the Audit Committee: Chun-Hao Xin

March 10, 2022

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Sunonwealth Electric Machine Industry Co., Ltd. TEL[: ] 886-7-8135888 FAX[ : ] 886-7-8122929 Http : //www.sunon.com E-mail : [email protected]

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