SUNON - AGM Information 2025 | FinancialReports.eu

Sunonwealth Electric Machine Industry Co., Ltd. 2025 General Shareholders’ Meeting Meeting Minutes

Time: 9:00 a.m. May 28, 2025 (Wednesday)

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

Attendants: The Company has issued 273,443,669 shares. The total number of shares represented by

shareholders present and by proxies is 182,750,350 shares, accounting for 66.83% of the total issued shares of the Company.

Directors present: Ching-Shen Hong, Li-Ju Chen, Ching-Liang Chen , Fu-Sheng Huang and Ling-Wen Huang.

Independent Directors present: Kuang-Chih Huang, Chi-Shan Hung, Chin-Cheng Kao and Te-Tsai Lu.

Chairman: Ching-Shen Hong, Chairman of the Board of Directors Recorder: Yenchen Huang

I. Call the Meeting to Order: The aggregate shareholding of the shareholders and proxies present constituted a quorum. The Chairman called the meeting to order.
II. Chairman's Speech: Omitted.
III. Report Items: (Please refer to the 2025 Shareholders’ Meeting Handbook of the Company)
(I) The Company's 2024 Business Report.
(II) 2024 Audit Committee's Report.
(III) Report the 2024 distribution of remuneration for employees and Directors.
(IV) Report the status of endorsements and guarantees.
(V) Report the 2024 remuneration of individual Directors.
IV. Proposed Resolutions:

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

Agenda: The 2024 Business Report and Financial Statements are filed for resolution. Description:

I. The Company's Financial Statements for 2024 have been audited by the CPAs Kuo-Ming Li and Ling-Wen Huang of Crowe Horwath (TW). Please refer to the attachment.
II. The aforementioned statements of final accounts and the Business Report have been reviewed by the Audit Committee.
III. Hereby be filed for resolution.

Resolution: The voting result is shown below:

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The total voting rights	182,750,350	Percentage of the total shares represented
Votes in favor	171,970,203	94.10%
Votes against	12,356	0.00%
Votes abstained/did not vote	10,767,791	5.89%

The proposal was resolved and approved as submitted.

Agenda item #2 (Proposed by the Board of Directors) Agenda: The 2024 earnings distribution proposal is filed for resolution. Description:

I. The Company's net profit after tax in 2024 was NT$1,492,093,467 and total distributable earnings was NT$2,388,402,566. The Company plans to appropriate NT$1,011,741,575 as dividends for shareholders with NT$3.7 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 dividend record 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 dividend record 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.

adjustments at his full discretion.
IV. Please refer to the table below for the earnings distribution statement
Undistributed earnings at the beginning of the period	879,322,918
Plus: After-tax net profit of 2024	1,492,093,467
Minus: Appropriation for statutory reserve	(149,506,434)
Plus: Reversal of appropriation for special earnings reserve	163,521,739
Plus: Other consolidated income (loss) (remeasurement in	2,970,876
defined benefit plans in 2024)
Distributable earnings in current period	2,388,402,566
Minus: Distributed shareholder dividends - cash dividends of	(1,011,741,575)
NT$3.7 per share (Note)
Undistributed retained earnings from previous years	1,376,660,991

Note: Stock dividends for shareholders: 273,443,669 shares *NT$3.7 =NT$1,011,741,575

Chairman of the Board: Ching-Shen Hong

President: Ching-Shen Hong

Head of Accounting: William Li

V. Hereby be filed for resolution.

Resolution: The voting result is shown below:

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The total voting rights	182,750,350	Percentage of the total shares represented
Votes in favor	171,958,195	94.09%
Votes against	68,364	0.03%
Votes abstained/did not vote	10,723,791	5.86%

The proposal was resolved and approved as submitted.

V. Discussion Matters:

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

Agenda: Amendments of Articles of Incorporation. Description:

I. In response to business requirements, we intend to expand the company's business scope by adding the new business item.
II. In accordance with Article 14, paragraph 6 of the Securities and Exchange Act, we intend to allocate a specific percentage for the purpose of adjusting salaries or distributing compensation to junior employees.
III. The comparison table of Articles of Incorporation before and after amendments is provided as below:

Content	After Amendment	Before Amendment	Reason for Amendment
Article 2	The Company is engaged in the following businesses: Omitted 7. IG03010 Energy Technical Services 8.ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.	The Company is engaged in the following businesses: Omitted 7.ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.	In response to business requirements, expand the company's business scope.
	8.
Article 29	Omitted If the Company is profitable, no less than 2% (inclusive) of the profits shall be allocated as compensation to employees and no more than 5% (inclusive) of the profits should be allocated as compensation to directors. While the Company has accumulated losses,theprofit	Omitted If the Company is profitable, no less than 2% (inclusive) of the profits shall be allocated as compensation to employees and no more than 5% (inclusive) of the profits should be allocated as compensation to directors. While the Company has accumulated losses,theprofit	In accordance with Article 14, paragraph 6 to amend.

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		shall be set aside to compensate losses before distribution. If the Company is profitable, no less than 3‰ (inclusive) of the profits shall be allocated as compensation to junior employees. 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 precedingtwoparagraphs 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. Omitted	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. Omitted
Article 33		These Article of Incorporation were enacted on Aug 12,1980. Omitted Amended on June 9, 2023 for the thirty-one time, amended on May 28, 2025 for the thirty second time.	These Article of Incorporation were enacted on Aug 12,1980. Omitted Amended on June 9, 2023 for the thirty first time.	Added the amendment date.

IV. Hereby be filed for resolution.

Resolution: The voting result is shown below:

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The total voting rights	182,750,350	Percentage of the total shares represented
Votes in favor	172,022,180	94.12%
Votes against	11,569	0.00%
Votes abstained/did not vote	10,716,601	5.86%

The proposal was resolved and approved as submitted.

VI. Extraordinary motions: None

VII. Meeting Adjourned: 9:15 am

No questions were raised by shareholders at this shareholders’ meeting.

(The meeting minutes are prepared in accordance with Article 183 of the Company Act, recording the essential points and results of the proceedings. For detailed discussions of the shareholders’ meeting, please refer to the audio or video recordings.)

Chairman of the Board of Directors: Ching-Shen Hong Recorder: Yenchen Huang

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Attachment

Sunonwealth Electric Machine Industry Co., Ltd. 2024 Business Report

2024 was a year of challenges and opportunities. In an economic environment of high interest rates, slowing economic recovery, and intensified disputes between China and the United States, Sunonwealth maintained its corporate resilience, responded to the rapidly changing industrial environment with caution and flexibility, upheld its core values, and continued to pursue sustainable development and steady growth.

Over the past year, the global market still suffered from weak demand suppressed by high interest rates and inventory adjustments by end customers, which continued to impact the revenue from industrial applications, laptops, home appliances, and distribution channels. However, the rapid development of AI applications has significantly increased the demand for AI servers. On the other hand, the demand in automotive applications has continued to grow steadily due to the widespread adoption and extension of related applications. Therefore, despite the difficult environment, Sunonwealth continued to thrive and achieved outstanding results with the joint efforts of all employees.

Looking forward, geopolitical tensions, trade tariffs, and inflation continue to make the global economic outlook highly uncertain. However, key industries that have attracted high attention such as generative artificial intelligence, robotics, electric vehicles, and new energy, are expected to continue flourishing in the following years. We will continue to invest in the development and innovation in related industries, accelerate, improve, and diversify our global manufacturing footprints, and uphold the concept of sustainable development to enhance the company's long-term corporate value.

Results of Business Operations in the Previous Year

The Company's business plan achievement status in 2024 is as follows:

Comparison of the 2024 Business Plan and actual achievements

	Business Plan	Actual Results	Difference	Hit Rate	2023	Growth Rate
Quantity shipped	112.2 million units	107.0 million units	-5.1 million units	95.4%	106.8 million units	0.2%
Consolidated total revenue	NT$13.819 billion	NT$14.624 billion	NT$0.805 billion	105.8%	NT$12.915 billion	13.2%
Consolidated EPS before tax	NT$7.02	NT$7.25	NT$0.23	103.3%	NT$6.78	6.9%
Consolidated EPS after tax	NT$5.36	NT$5.46	NT$0.10	101.9%	NT$5.16	5.8%

Note: The 2024 Business Plan figure was not audited by the CPA.

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In terms of the achievement rate of the Company's 2024 business plan, we have been continuously affected by the high rates to curb end-market demand and inventory adjustment at customers. The Company has faced weakening demand for industrial and medical equipment, home appliances, NB and distributors. Overall, demand has fallen by 10 to 20% across the whole year. However, as the AI trend sustains, server network-related industries grew by more than 40%, becoming the main driver supporting annual revenues. Additionally, automotive applications grew by more than 30% even given the global automotive industry declined, that was mainly due to the higher automotive electronic application driving the demand for thermal solutions. Therefore, consolidated revenues increased by 13% compared to the previous year, meeting 106% of our target profits. Benefiting from the better product mix of AI servers, improved production efficiency and the depreciation of the New Taiwan Dollar and RMB, the Company expanded gross margin along with foreign exchange income, leading to its net profits grew by 12% compared to the previous year, achieving 102% of our target. In terms of income and expenditures, net cash outflows for the parent company amounted to NT$0.315 billion and the closing cash and cash equivalents amounted to NT$1.858 billion. The cash flow on the consolidated financial statements showed a net cash inflow of NT$0.648 billion and closing cash and cash equivalents of NT$4.678 billion. The Company's funding status remains healthy. The Company invested NT$580 million in research and development expenditures in the fiscal year and invested NT$893 million in R&D based on the consolidated financial statements. The Company has completed high-efficiency design projects for customers in six major sectors (IT and office equipment, servers and network, industrial and medical equipment, appliances, automobiles, and LED) as well as the development of the next-generation passive heat dissipation components, liquid-cooled heat dissipation modules, and important components sufficient for meeting the demand for the future evolution heat dissipation technologies.

2025 Business Plan Overview

In response to the environmental factors of 2025, the Company has formulated the following important business plans. 1. Expand the customer base and market share of AI servers and automotive markets: The demand for efficient computing increases the demand for cooling solutions, and we will capture business opportunities. 2. Continue to invest in liquid cooling technology and provide a full range of cooling system services and products: Strengthen the competitiveness of liquid cooling and modules, expand the scope of product services, and enhance partnerships with customers. 3. Diversify product portfolio and develop new markets and new customers through strategic alliances and cooperation with brands: Seek strategic alliances with local leading brands to increase product exposure and increase market presence. 4. Improve the global manufacturing footprints to meet customers' NCNT requirements: Mitigate geopolitical risks and increase production flexibility, and reduce production costs. 5. Introduce AI for intelligent and automated production: Continue to increase the coverage of automated production and establish standardized specifications and processes to stabilize

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product quality and improve operational efficiency. 6. Strengthen supply chain configuration, effectively control production schedule, and reduce inventory levels: Establish a complete inventory management system, optimize supply chain partnerships, and effectively monitor inventory liquidity. 7. Work with upstream and downstream partners to advance sustainable development goals: To implement the energy transformation plan, we continue to promote energy-saving and carbon-reduction activities and introduce ISO 14067 product carbon footprint management. 8. Resource integration, organizational adjustment, and talent retention and training program: Optimize the organization structure and provide more flexible benefits to attract, cultivate, and retain talents. After adjustments for production and sales and changes implemented in response to the market, products, customers, and sales strategy, the Company plans to ship 110 million units this year.

Future Development Strategy

As a global leading thermal solution provider, Sunonwealth provides diversified and professional thermal products and services. In the past two years, the rapid development of AIenabled technology has driven the innovation of hardware and software equipment design in many industries and continuously powered innovation and rapid growth in the cooling solution industry. The rapid growth of AI training and large-scale computing causes high-performance processors to generate more heat during operations, which leads to the development of more efficient and energy-saving cooling solutions. Larger heat dissipation modules and liquid cooling technology have also become important heat dissipation solutions for data centers. Sunonwealth thus continues to strengthen the research, development, and innovation of existing fan product technologies, and expands key products to incorporate larger EC energy-saving cooling technology, higher-watt liquid cooling solutions, and immersion cooling. Examples include liquid cooling solutions with reservoir and pumping units (RPU) for servers in data center, rear door fan walls, sidecars, water pumps, and other key components development. We also enhanced Sunonwealth's cooling product portfolio to meet the ultra-large-scale, highperformance computing, and sustainable cooling needs of next-generation data center customers. In response to intensifying climate change, attaining net zero emissions has become an important issue in the product development of Sunonwealth's global customers. In recent years, the Company has also actively invested in large-scale energy-saving EC cooling fans to meet the demand of the industry for high-energy-consuming heating and air-conditioning, energy, and refrigeration and provide more energy-efficient cooling and ventilation products.

In terms of its global manufacturing footprints, Sunonwealth continues to expand global manufacturing capacity to multiple locations to increase the flexibility of overall production operations and reduce the risks of rising protectionism in international trade. In addition to continuing to expand the new factory in the Philippines and increasing the production capacity of this manufacturing site, the Company is also actively exploring production possibilities in other countries and closely cooperating with customer trends and changes in the global economy.

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We also introduced AI intelligent automated production systems to improve operational efficiency, control product quality in each area, and reduce production costs to meet customer delivery commitments and increase market share.

Impact of the Competitive Environment, Regulatory Environment, and Overall Business Environment

Businesses face several challenges due to continuous changes in the global political and economic environment. External factors such as the continued escalation of trade disputes between China and the United States, increased geopolitical risks, global tariffs, inflation, and more rigorous ESG regulations affect businesses' cost control, supply chain stability, and market competitiveness. In recent years, Sunonwealth has actively expanded new manufacturing sites, strengthened supply chain risk management, and utilized ESG strategies to stabilize operations. We continue to expand the production capacity of the Philippines plant to meet customers' diversified production location strategies. We also worked with the supply chain to build a digital carbon inventory system to implement carbon reduction targets, enhance low-carbon transformation strategies, and jointly realize the vision of sustainable development and ESG with the supply chain to enhance overall competitiveness. In 2024, Sunonwealth obtained ISO 50001 Energy Management System Certification, demonstrating the Company’s steadfast commitment to sustainable development and energy management. We actively source low-carbon materials and develop technologies with lower energy consumption to meet prevailing market demand and provide cooling solutions that comply with global regulatory requirements and satisfy customer product development.

Over the past 45 years, Sunonwealth has actively responded to changes and technological innovations, and has taken "solving the world's thermal issues" as the core for technology and service development to provide customers with cooling products that best meet market demand. By enhancing manufacturing capacity for a diverse range of industries, we increase the flexibility of business operations and build a solid foundation of cooling soulution technologies. The Company will continue to strengthen resilience, cope with the uncertainties and risks of the external environment, monitor the needs of the fastest-growing industries, and achieve its vision of continuously improvement of corporate value and sustainable operations.

Lastly, I would like to thank all shareholders for their trust and support for the Company. It is your support that has made us what we are today. We shall continue to work hard, innovate, and improve, in order to create greater value for the Company and our shareholders together.

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 2024 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: Chi-Shan Hung

March 6, 2025

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．

REPRESENTATION LETTER

The entities that are required to be included in the combined financial statements of Sunonwealth Electric Machine Industry Co., Ltd. as of and for the year ended December 31, 2024 under the "Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises[，，] 訂e the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standards No. I 0，“Consolidated Financial Statements.”In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Sunonwealth Electric Machine Industry Co., Ltd. and Subsidiaries do not prepare a separate set of combined financial statements.

Very truly yours,

Sunonwealth Electric Machine Industry Co., Ltd.

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March 6, 2025

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巳你 Crow

國富浩學聯合會計部事務所 Crowe (TW) CPAs 80250高雄市苓雅區四維三路 6號27樓之1 27F-1., No.6, Siwei 3「d Rd., Llngya Dist.,Kaohsiung City 80250, Taiwan Tel +886 7 3312133 Fax +886 7 3331710 ww .crowe.tw

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders

Sunonwealth Electric Machine Indus 甘 y Co., Ltd.

Opinion

We have audited the accomp 組 ying consolidated balance sheets of Sunonweal也Electric Machine Industry Co., Ltd. and its subsidiaries （由e “Group") as of December 31, 2024 and 2023,and 也e related consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended，缸1d也e notes to the consolidated financial statements, including a summ訂y of significant accounting policies.

” In our opinion, based on om audits and the report of the o血er independent accountants，的 described in the other ma悅rs section of our repo此，也e accompanying consolidated financial statements present fairly, in all material respects，也e consolidated financial position of the Group as of December 31, 2024 and 2023, and its consolidated financial perfom1ance and its consolidated cash flows for the ye缸S then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpreta位ons (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 audi 臼 m accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of 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 repo此. 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 o也er 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 base on the result that we audited and the audit reports of other accountants.

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然 Crowe

Key Audit Matters

Key aucLit ma 位 ers 訂 e those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the ye 缸 ended December ﹒ 31, 2024. These matters were addressed in the context of om audit of the consolidated financial statements as a whole, and in forming our opinion也ereon, we do not provide a sep 缸 ate opinion on these matters.

Key audit matters of the Group ’s consolidated financial statemen 時 for the year ended December 31, 2024 位 e stated as follows:

Valuation of inventory

Please refer to Note 4(8) to the consolidated financial statemen臼for the accounting policy of inventories, Note 5(2)G for critical accounting judgments, estimates and key sources of assumption unce 此 ainty of inventories, and Note 6(4) for inventory valuation.

Description of key audit matter:

As of December 31, 2024, inventory was紹，180,914 thousand and accounted for 14.6% of the total asse 包. Due to rapid changes in technology may lead to write-downs of slow-moving inventories to也eir net realizable values. As uncertainty exists in management’s judgment when the determining the loss on inventory, the valuation of inventory has been identified as a key audit matter.

How the matter was addressed in our audit:

In relation to the key audit ma 社 er above, our principal audit procedures included the understanding of the feature of the product and the inventory aging to confirm 也e appropriateness of the inventory evaluation method, testing the book value of the inventory to assess the rationality of the change in the impairment loss of the inventory, obtaining the inventory sta 制 s of the Group and comp 缸 e the actual write-o億of the past to assess也e appropriaten 臼 s of the valuation for obsolescent and damaged inventories.

Revenue recognition

Please l 個 tements 忱r to Note 4(20) to the consolidated financial s for也e accounting policy of revenue recognition, Note 5(l)B and Note 5(2)A for critical accounting judgements, estimates and key so 叮C的 of assumption uncertainty of revenue recognition, and Note 6 (23) for the desc1iption of revenue recogni世on.

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Crowe �

Description of key audit matter:

The Group ’s sales revenue is easily influenced by various factors such as the indus廿y boom and market environment, and has a significant impact on the utilization rate of the Group (the levy of idle capaci句loss), inventory討sk and cash flow. Consequent！訊也is is one of the key 訂閱 s our audit focused on.

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures included testing the Group ’ s con 甘 ols surrounding revenue recognition, inspecting customer orders and performing a test of revenue transactions wruch incuned within a certain period before or after 也e b剖ance sheet date.

Other﹒ Matters

’ As described in Note 4(3) to the consolidated financial statements, we djdn t audit the financial S 個 tements of certain subsidiaries. The financial statements of the subsidiaries were audited by 也e the other auditors. Therefore, our opinion, insofar as it relates to amounts and information disclosed, is solely based on the rep01i of the other auditors. The figt 汀 es as to these subsidiaries' total 部 sets amounted to $503,750 thousand and $1,376,210 thousand, representing 3.36% 組d 10.91 % of the consolidated assets, and their total liabilities amounted to $255,170 thousand and $460,549 thousand, representing 3.61 % and 8.54% of the consolidated liabilities as of December 31, 2024 and 2023, respectively；出e廿total revenues amounted $653,426 thousand and $1,231,488 也ousa凶，representing 4.47% and 9.54% of the consolidated revenue，組d the廿total comprehensive income amounted to ($11,103) thousand and ($8,642) thousand, representing both (0.67%) of the consolidated comprehensive income for the years ended December 訓，2024 組d 2023, respectively. In addition, as described in 凹的 of investments Note 6(8) to the consolidated financial statements, the financial statem accounted for using eq山ty method were audited by the other auditors. The carrying value of these investments amounted to $17,676 thousand and $20,968 thousand, representing 0.12% and 0.17% of the consolidated assets as of December 31, 2024 and 2023, and share of profit (loss) of these associates accounted for using equity method amounted to ($6,590) thousand and 叭，476 也ous 組 d, representing (0.33% ）組 d 0.08% of the consolidated income before income tax for the year ended December 31, 2024 個 d 2023, respectively. Also, share of other comprehensive income of these associates accounted for using equity method amounted to bo也$0 thousand, representing both 0% of total consolidated comprehensive income for the ye 缸 ended December 31, 2024 組d 2023.

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Crowe �

We have also audited the p 訂 ent company only financial statements of Sunonwealth Elec 仕 ic Machine Industry Co., Ltd. as of and for the years ended December 31, 2024 組 d 2023 on which we have issued an unmodified opinion including m 也e other matter p 訂 agraph.

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 Rep01ts 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 m 組 agement determines is necess 缸 y to enable the preparation of consolidated financial statements 也at are free from material misstatement, whether due to fraud or e 訂 or.

In prep 訂 ing也e consolidated位nancial 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 wi血governance (inclusive of the Audit Committee) are responsible for overseeing也e Group’s financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives 訂 e to obtain reasonable ass 叮 ance about whether the consolidated financial statements as a whole are free from material misstatement, whe也er due to fraud or e 訂 or, and to issue an auditors ’ report由at includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee也at 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企aud or e 訂 or and 缸 e considered material if, individually or in 也e aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As p 訂t 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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然 Crowe

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perfonn audit procedures responsive to those risks, and obtain audit evidence也at is su旺icient 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 e訂or, as fraud may involve collusion, forgery, intentional 仕ol.

omissions, misrepresentations, or也e ovenide of internal con

Obtain an understanding of internal conn叫relevant to由e audit in order to design audit procedures that 訂e appropriate m也e circumstances, but not for the pu叩ose of expressing[’] ．

an opinion on the effectiveness of the Group s internal cont:I叫

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by m組agement.
Conclude on the appropriateness of m組ageme 剖， s use of the going concern basis of accounting and, based on也e audit evidence obtained, whether a material uncert也nty exists related to even臼 or conditions 也at 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 requ扛ed to draw attention in Our auditors' repo此 to the related disclosures in the consolidated如1ancial statements 肘， if such disclosures 訂e inadequate, to modi命our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future even臼or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated fmancial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner由前achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial infom1ation of the entities or business activities within the Group to express an opinion on the consolidated 訂e

financial statements. We responsible for the direction, supervision and performance of 出e group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance reg訂ding，組10ng other matters, the planned scope and timing of the audit and signific缸1t audit findings, including any significant deficiencies in internal control也at we identify during our audit.

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然 Crowe

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.

we determine those From the matters communicated with those charged wi也governance, matters也at were of most significance in the audit of the consolidated financial statements for 也e ye訂 ended December 31, 2024 and are therefore the key audit matters. We descr e these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we detenuine也at a matter should not be communicated in o叮 report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such connnunication.

The engagement partners on the audit resulting in世1is independent auditors' report are Kuo Ming Li and Ling Wen Huang.

C YO \JI ιl1w) Cf As

Crowe (TW) CPAs Kaohsiung, Taiwan (Republic of China) March 6 2025

_Notice to Reade,-s__

The accompanying consolidated financial statements are intended 0 月 ly to present the consolid，αted financial position, financial pe1fon”αnce 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 standar恤， procedures and practices to audit such consolidated financial statements are those general﹛y accepted and applied in the Republic of China.

For the convenience of readers, the independent auditors' report and the accon ψ anying consolidated financial statements have been translαted into English from the 01 iginal Chinese version prepared and used in the Republic of China. If there is any COf! 月 ict between the English version and the original Chin 臼e version or any difference in the inte 中間的 tion of the 仰 o versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.

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SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

December 31,	December 31,	2023
Amount $4,678,438 5,749 4,097,028 144,504 18,624 2,180,914 84,871 228,041 11,438,169 173,170 31,549 17,676 2,460,697 617,290 84,371 53,211 93,367 21,428 7,433 3,560,192 $14,998,361 $927,601 109,304 28,095 3,434,772 1,152,199 164,177 61,697 82,041 - 122,333 6,082,219	Amount $4,030,886 30,090 3,049,309 100,770 13,151 2,052,438 82,655 216,761 9,576,060 - 27,231 20,968 2,171,464 590,714 84,738 23,956 94,334 20,961 4,305 3,038,671 $12,614,731 $457,581 109,540 31,067 2,737,012 942,278 124,712 52,467 82,727 571 182,775 4,720,730	%
		31.9 0.2 24.2 0.8 0.1 16.3 0.7 1.7
		75.9
		- 0.2 0.2 17.2 4.7 0.7 0.2 0.7 0.2 -
		24.1
		100.0
		3.6 0.9 0.2 21.7 7.5 1.0 0.4 0.7 - 1.4
		37.4

- 18 -

December 31,	December 31,	2023
Amount 478,426 384,761 113,168 18,148 1,377 995,880 7,078,099 2,734,437 - 1,518,788 1,129,127 300,185 2,374,387 (136,662) 7,920,262 - 7,920,262 $14,998,361	Amount 212,931 286,730 146,042 28,731 839 675,273 5,396,003 2,725,243 9,194 1,518,788 995,720 257,757 2,012,211 (300,185) 7,218,728 - 7,218,728 $12,614,731	%
		1.7 2.3 1.2 0.2 -
		5.4
		42.8
		21.6 0.1 12.0 7.9 2.0 16.0 (2.4)
		57.2 -
		57.2
		100.0

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

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

	Year Ended December 31	Year Ended December 31
2024	% 100.0 (71.6) 28.4 (6.0) (4.8) (6.1) - (16.9) 11.5 0.9 1.1 0.4 (0.3) - 2.1 13.6 (3.4) 10.2 - - - - 1.4 (0.3) 1.1 1.1 11.3 10.2 - 10.2 11.3 - 11.3	2023
Amount $14,623,817 (10,467,118) 4,156,699 (878,141) (705,755) (892,634) (3,498) (2,480,028) 1,676,671 132,177 162,378 54,415 (37,317) (6,590) 305,063 1,981,734 (489,641) 1,492,093 3,714 4,206 (743) 7,177 199,146 (39,829) 159,317 166,494 1,658,587 $ 1,492,093 $ - 1,492,093 $ 1,658,587 $ - 1,658,587 $ $5.46 $5.45		Amount $12,914,685 (9,313,327) 3,601,358 (607,738) (664,447) (799,281) 483 (2,070,983) 1,530,375 95,775 156,281 14,676 (46,995) 1,476 221,213 1,751,588 (417,654) 1,333,934 171 5,063 (34) 5,200 (59,363) 11,872 (47,491) (42,291) 1,291,643 1,333,934 $ - 1,333,934 $ 1,291,643 $ - 1,291,643 $ $5.16 $5.07	%
			100.0 (72.1)
			27.9 (4.7) (5.2) (6.2) -
			(16.1)
			11.8
			0.8 1.2 0.1 (0.4) -
			1.7
			13.5 (3.2)
			10.3
			- - -
			-
			(0.4) 0.1
			(0.3)
			(0.3)
			10.0
			10.3 -
			10.3
			10.0 -
			10.0

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

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

(In Thousands of New Taiwan Dollars)

			EquityAttributable to Shareholders of the Pa	EquityAttributable to Shareholders of the Pa	EquityAttributable to Shareholders of the Pa	rent			Non-controlling Interests	Total Equity
Capital Stock		Capital Surplus		Retained Earnings			Other	Total
						Exchange Differences on Translating foreign Operations	Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive income
OdinaryShares	Certificate of Bond Exchange Rights		Legal Reserve	Special Reserve	Unappropriated Earnings
$2,509,297 - - - - - -	- $ - - - - - -	$366,903 - - - 1,151,885 - -	$885,799 109,921 - - - - -	$295,358 - - (37,601) - - -	$1,402,877 (109,921) (652,417) 37,601 - 1,333,934 137	($257,757) - - - - - (47,491) - 21 -	- $ - - - - - 5,063	$5,202,477 - (652,417) - 1,151,885 1,333,934 (42,291)	- $ - - - - - -	$5,202,477 - (652,417) - 1,151,885 1,333,934 (42,291)
-	-	-	-	-	1,334,071	(47,491)	5,063	1,291,643	-	1,291,643
-	225,140	-	-	-	-	-	-	225,140	-	225,140
215,946	(215,946)	-	-	-	-	-	-	-	-	-
-	-	-	-	-	-	-	-	-	-	-
2,725,243 - - - - - -	9,194 - - - - - -	1,518,788 - - - - - -	995,720 133,407 - - - - -	257,757 - 42,428 - - - -	2,012,211 (133,407) (42,428) (957,053) - 1,492,093 2,971	(305,248) - - - - - 159,317	5,063 - - - - - 4,206	7,218,728 - - (957,053) - 1,492,093 166,494	- - - - - - -	7,218,728 - - (957,053) - 1,492,093 166,494
- 9,194 -	- (9,194) -	- - -	- - -	- - -	1,495,064 - -	159,317 - -	4,206 - -	1,658,587 - -	- - -	1,658,587 - -
$2,734,437	- $	$1,518,788	$1,129,127	$300,185	$2,374,387	($145,931)	$9,269	$7,920,262	- $	$7,920,262

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

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 loss (gain) Net loss (gain) on financial assets and liabilities at fair value through profit or loss Interest expense Interest income Share of loss (gain) of associates and joint ventures accounted for using equity method Loss (gain) on disposal and retirement of property, plant and equipment Transfer of property, plant and equipment to expenses Loss (gain) on disposal of other assets Gain on disposal of investments Other Total adjustments to reconcile profit and 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 notes payable 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
	2024 1,981,734 $ 412,906 81,659 3,498 (12,920) 37,317 (132,177) 6,590 10,947 179 (39) - - 407,960 - 24,341 (1,051,379) (38,073) (132,764) (42,414) (11,280) (1,251,569) (236) (2,972) 697,760 155,957 7,627 (571) (6,869) 850,696 (400,873) 7,087	2023
		1,751,588 $ 401,759 132,494 (483) (8,229) 46,995 (95,775) (1,476) 4,952 2,474 29,735 (1,806) 14
		510,654
		214,172 5 335,283 38,603 599,615 (17,996) (216,761)
		952,921
		(66,624) (105,288) (442,276) (70,264) (1,883) 571 (6,765)
		(692,529)
		260,392
		771,046

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Cash generated from operations Interest received Interest paid Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through other comprehensive income or loss Acquisition of financial assets at fair value through profit or loss Acquisition 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 other receivables Acquisition of intangible 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 Issuance of corporate bonds Proceeds from long-term loans Repayment of long-term loans Increase in guarantee deposits Decrase in guarantee deposits Repayments of lease principal Cash dividends paid Net cash generated from (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
	2023 $1,988,821 126,516 (36,345) (397,223) 1,681,769 - (160,250) (2,279) (513,017) - (467) - (57,309) (11,344) (744,666) 470,020 - - 205,053 - 538 - (129,033) (957,053) (410,475) (120,924) 647,552 4,030,886 4,678,438 $	2022
		$2,522,634 83,851 (44,409) (387,234)
		2,174,842
		(22,168) - (13,819) (297,645) 67 (1,188) 13,229 (16,635) (15,909)
		(354,068)
		- (829,935) 1,381,273 - (11,367) - (2,190) (93,750) (652,417)
		(208,386)
		(38,839)
		1,573,549 2,457,337
		4,030,886 $

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

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然 Crowe

圈，浩學聯合會計師事務所 Crowe (TW﹜CPAs 80250高雄市哥哥雅區四維三路 6號27慎之1 27F-1., No.6, Siwei 3rd Rd., Lingya Dist.,Kaohsiung City 80250, Taiwan Tel +886 7 3312133 Fax +886 7 3331710 W1A 《趴 crowe.tw

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Sunonwealth Electric Machine Indus甘y Co., Ltd.

Opinion

We have audited也e accompanyi 且 g p 訂 ent company only balance sheets of Sunonwealth Elec出c Machine Industry Co., Ltd. （由e℃ompany") as of December 31, 2024 and 2023, and 由e parent company only statements of comprehensive income, changes in eq山ty and cash flows for the ye 訂 S then ended, and the notes to the parent company only financial statements, including a sm1un訂y of significant accounting policies.

In our opinion, based on our audits and也e rep01i of the other independent accountants, as described in the other matters sec世on of our report, the accompanying p 缸 ent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2024 組 d 2023, and its p 缸 ent company only financial peifonnance and its parent company only cash flows for the ye 訂 s 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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards 訂 e如此her described in the Auditors' Responsibilities for the Audit of the parent company onJy Financial Statements section of our report. We 訂 e independent of the Company in accordance wi曲曲e 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 requ廿ements. We believe也at the audit evidence we have obtained is sufficient 組 d approp1iate to provide a basis for our opinion base on the results也at we audit and the audit report of other accountants.

- 24 -

Crowe A

Key Audit Matters

Key audit matters are those matt叮 S that, in our professional judgment, were of most significance in our audit of the p訂ent company only financial statements for由e ye缸 ended December 31, 2024. These matters were addressed in也e context of our audit of the p缸ent company only financial statements as a whole, and in forming our opinion也ereon, we do not provide a separate opinion on these matters.

Key audit matters of the Company’s p缸ent company only financial statements for也e year ended December 31, 2024 are stated as follows:

Valuation of inventorv

Please refer to Note 4(7）的出e p訂ent company only financial statements for the accounting policy of inventories, Note 5(2)G for critical accounting judgments, estimates and key sources of assumption uncertainty of inventories, and Note 6( 4) for inventory valuation.

Description of key audit matter:

As of December 31, 2024, inventory was $984,038 thousand and accounted for 7.8% of the total assets. Due to rapid changes in technology may lead to write-downs of slow-moving inventmies to their net realizable values. As uncertainty exists in management’s judgment when the determining the loss on inventory, the valuation of inventory has been identified as a key audit matter.

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures included the understanding of the feature of the product and the invento1y aging to confirm the appropriateness of the inventory evaluation method ﹔testing the book value of the inventory to assess the rationality of the change in the impairment loss of the inventory, obtaining the inventory status of the Company and comp缸e the actual write-o叮s of the past to assess也e appropriateness of the valuation for obsolescent and damaged inventories.

Revenue recognition

Please refer to Note 4(19) to也e p缸ent company only financial statements for the accounting policy of revenue recognition, Note 5(l)B a凶Note 5(2)A for critical accounting judgements, estimates and key sources of assumption uncertainty of revenue recognition, and N。但 6(22) for也e description of revenue recognition.

- 25 -

秒， C[rowe]

Description of key audit matter:

The Company[’] s sales revenue is easily influenced by various factors such as也e industry boom 組 d market environment, and has a significant impact on the utilization rate of the Company (the levy of idle capacity loss), inventory risk and cash flow. Consequently，也is is one of the key 缸 eas our audit focused on.

How the matter was addressed in our audit:

In relation to the key audit ma 位 er above, our principal audit pro已ed叮叮 included testing the Company[’] s controls surrounding revenue recognition﹔inspecting customer orders and performing a test of revenue transactions which incurred within a certain period before or a缸er the balance sheet date.

Other Matters

We did not audit the financial statements of associates accounted for using the equity method 也at 訂e included in the parent company only financial statements. Those financial statements were audited by other independent accountants, whose reports thereon have been furnished to us, and our opinion expressed herein, insofar 的 it relates to the amounts included in the parent company only financial statements is based solely on the audit reports of other independent accountants. The balance� of these a�sociates accounted for under the equity method amounted to $230,582 thousand and $890,112 thousand, representing 1.83% and 8.23% of total assets as of December 31, 2024 and 2023, respectively, and share of profits from associates and joint ventures amounted to ($27,376) thousand and ($18,452) thousand, representing (l. 46%）組d (I. 17%) of the income before income tax for the ye 缸 s ended December 31, 2024 and 2023, respectively，個d sh 缸 es of other comprehensive income from associates and joint ventures amounted to $12,846 thousand and $3,709 thousand, representing 7.72% and (8.77%) of the other comprehensive income for the ye 缸 ended December 31, 2024 and 2023, respectively.

- 26 -

然 Crowe

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

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance wi也the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal con 甘 ol as management detennines is necess 缸 y to enable the prep 缸的 on of parent company only financial statements that are free from material misstatem e剖，whether due to fraud or error.

In prep 缸i ng the parent company only financial statements, management is responsible for as·sessing the Company[’] s ability to continue as a going concern, disclosing, as applicable, ma 位 ers 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 ch,uged with governance (inclusive of the Audit Committee）缸e responsible for overseeing the Company[’] s financial reporting process.

Auditors[’] Responsibilities for the Audit of the Parent Company Only Financial Statements

Our objectives 缸 e to obtain reasonable assur 組 ce about whether the parent comp 組 y only or financial statements as a whole are free from material misstatement, whether due to仕aud error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a gua.r 組 tee 也at 組 audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements c 組 arise from fraud or error 組 d are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users個ken on the basis of these parent comp 組 y only financial statements.

As p訂t 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:

- 27 -

Crowe A.

Identify and assess the risks of material misstatement of the p盯ent company only 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 resul自1g仕om error, as fraud may involve collusion, forgery﹜intentional omissions, misrepresentations, or the ovenide of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that 訂e appropriate in the circumstances, but not for也e pu叩ose of expressing an opinion on the effectiveness of the Company's intern剖 control.
Evaluate the appropriateness of accounting policies used and出e reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of managemer哎[，] 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出e Company[’] s ability to continue as a going concern. If we conclude that a material unce1tainty exjsts, we 盯e required to draw attention in Our auditors[’] repo1t to the related disclosures in the p盯ent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions 缸e based on the audit evidence obtained up to也e date of our auditors' repo1t. However, future events or conditions may cause也e Company to cease to continue as a going concern.
Evaluate the overall presentation, struc如re and content of the parent company only financial statem凹的， including the disclosures, and whether the p訂ent company on1 y financial statements represent也e underlying 包·ansactions and events in a m缸mer that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding 也e financial information of the entities or business activities within the Company to express an opinion on也e p訂閱t company only financial statements. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, an1ong other matters，出e planned scope and timing of the audit and significant audit fmdings, including any signific組t deficiencies in internal control也at we identify during o山﹒ audit.

- 28 -

Crowe ""

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

From the matters communicated wi也those we determine也ose charged w1也governance, ma前ers th剖 were of most significance in the audit of the parent company only 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 ex甘emely rare circumstances, we detennine血at 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 com丘mnication.

The engagement partners on the audit resulting in this independent auditmγreport are Kuo Ming Li and Ling Wen Huang.

Crow史 C1w) 三 CftJ Crowe (TW) CPAs Kaohs江mg, Taiwan (Republic of China) March 6, 2025

Notice to Readers

The accompanying parent company 0月 ly financial statements are intended only to pt 官 sent the financial position, financial pe,forma η ce and cash flows in accordance with accounting princ伊！es and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standm前， procedur 四 and practices to audit such βnancial statements are those generally accepted and applied in the Republic of China.

For the convenience of readers, the independent audito 內， report and the accompanying parent 叩F叩 any on 抄 νe financial statements ha been translated into English fiom the original Chinese version prepared and used in the Rep 的 tic of China. If there is any conflict between the Engl 』 sh version and the 01 諒的。l Chinese version or any

dz ﹔ fference in the inte,pretation of the 仰o versions, the Chinese-language independent auditors' report and parent

company on 抄 financial statements shall p, evai!.

- 29 -

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- 30 -

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Sunonwealth Electric Machine Industry CO., LTD.

Articles of Incorporation (Amended Version)

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:
CC01080 Electronic Parts and Components Manufacturing
CC01990 Electrical Machinery, Supplies Manufacturing
CB01010 Machinery and Equipment Manufacturing
CC01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing
CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing
F401010 International Trade
IG03010 Energy Technical Services
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.

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		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.
		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.

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		SECTION III: General Shareholders’ Meeting
Article	11.
		Shareholders' meetings include regular meetings and extraordinary meetings. Regular meetings
		are convened once a year, and usually within six months of the end of each fiscal year. The
		regular meeting requires a 30-day advance notice from the Board of Directors. Where
		necessary, extraordinary meetings may be convened with a notice to shareholders 15 days in
		advance according to the law.
		The shareholders' meeting of the Company may be held by means of visual communication
		network or other methods announced by the central competent authority.
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.
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

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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 convening the meeting shall be given to each director no later than 7 days prior to the

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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 relevant departments to attend the meeting as nonvoting participants. Article 25. 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.

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the business report;
the financial statements; and

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 profitable, no less than 2% (inclusive) of the profits shall be allocated as compensation to employees and no more than 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.

If the Company is profitable, no less than 3‰ (inclusive) of the profits shall be allocated as compensation to junior employees. 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 two paragraphs 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

- 41 -

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 twenty-
		first time, on June 19,2008 for the twenty-second time, on May 27,2009 for the twenty-
		third 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 Jul. 1, 2021 for the thirty time, on June 9, 2023 for the thirty-one time, on May
		28, 2025 for the thirty-two time.

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AI assistant

SUNON — AGM Information 2025

52070_rns_2025-06-03_236b8c14-82b3-49d3-b898-316bd72008f6.pdf

Sunonwealth Electric Machine Industry Co., Ltd. 2025 General Shareholders’ Meeting Meeting Minutes

V. Discussion Matters:

VI. Extraordinary motions: None

VII. Meeting Adjourned: 9:15 am

Sunonwealth Electric Machine Industry Co., Ltd. 2024 Business Report

Results of Business Operations in the Previous Year

2025 Business Plan Overview

Future Development Strategy

Impact of the Competitive Environment, Regulatory Environment, and Overall Business Environment

Audit Committee's Audit Report

REPRESENTATION LETTER

巳 你 Crow

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders

Opinion

Basis for Opinion

然 Crowe

Key Audit Matters

Valuation of inventory

Description of key audit matter:

How the matter was addressed in our audit:

Revenue recognition

Crowe �

Description of key audit matter:

How the matter was addressed in our audit:

Other﹒ Matters

Crowe �

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

然 Crowe

然 Crowe

C YO \JI ιl1w) Cf As

_Notice to Reade,-s__

SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

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

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

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

(In Thousands of New Taiwan Dollars)

然 Crowe

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Crowe A

Key Audit Matters

Valuation of inventorv

Description of key audit matter:

How the matter was addressed in our audit:

Revenue recognition

秒， C[rowe]

Description of key audit matter:

How the matter was addressed in our audit:

Other Matters

然 Crowe

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

Auditors[’] Responsibilities for the Audit of the Parent Company Only Financial Statements

Crowe A.

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Notice to Readers

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Sunonwealth Electric Machine Industry CO., LTD.

Articles of Incorporation (Amended Version)

SECTION I: General Principals

SECTION II: Shares

SECTION VII: Appendix

More from SUNON

SUNON AGM Information 2025

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