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SUNON — Annual Report 2023
Aug 12, 2024
52070_rns_2024-08-12_74eaa00a-92ef-4992-841e-e7bd890a3ed3.pdf
Annual Report
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Stock Code : 2421
Sunonwealth Electric Machine Industry Co., Ltd. 2024 Annual General Shareholders’ Meeting Meeting Handbook Printed on June 14, 2024
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Sunonwealth Electric Machine Industry Co., Ltd. Agenda for the 2024 General Shareholders Meeting
Shareholders' meeting will be held by means of physical shareholders' meeting
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I. Time: 9:00 a.m. June 14, 2024 (Friday)
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II. Location: 9F, No. 266, Chenggong 1st Rd., Qianjin Dist., Kaohsiung City (Room D, 9F, Grand Hi-Lai Hotel)
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III. Chairman's Speech:
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IV. Matters to be Reported:
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(I) The Company's 2023 Business Report.
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(II) 2023 Audit Committee's Report.
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(III) Report on the distribution of remuneration for employees and Directors in 2023.
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(IV) Report on the status of endorsements and guarantees.
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(V) Report on the conditions of the Company's third issuance of domestic unsecured convertible bonds.
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V. Proposed Resolutions:
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(I) 2023 Business Report and Financial Statements.
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(II) Ratification of 2023 earnings distribution proposal.
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VI. Election matters
Election of the Company's Directors
- VII. Extraordinary Motions
VIII.Adjournment
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[Report items]
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(I) The Company's 2023 Business Report. Please refer to page 40 to page 46 of the Handbook.
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(II) The 2023 Audit Committee's Report. Please refer to page 47 of the Handbook.
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(III) Report on the distribution of remuneration for employees and Directors in 2023.
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The Company's earnings in 2023 (net profit before tax with remuneration for employees and Directors) totaled NT$1,582,280,270. The Company plans to distribute NT$10,000,000 as remuneration for Directors and NT$39,800,000 as remuneration for employees in accordance with Article 29 of the Articles of Incorporation. All remuneration shall be distributed in cash.
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(IV) Report on the status of endorsements and guarantees
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As of December 31, 2023, the Company's total endorsement and guarantees for external parties total USD23,000,000 and CNY50,000,000.
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(V) Report on the conditions of the Company's third issuance of domestic unsecured convertible bonds. Description:
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To repay bank loans, the Company's Board of Directors passed a resolution on March 9, 2023 for the third issuance of domestic unsecured convertible bonds totaling 12,000 bonds, each with a par value of NT$100,000. The total value of the issuance is NT$1,200,000,000 and the bonds are issued at 100% of the par value with an issuance period of 5 years. This proposal received the approval from the Financial Supervisory Commission in the Jin-Guan-Zheng-Fa-Zi No. 1120338255 Letter dated April 21, 2023. The Company has completed the fundraising on May 22, 2023, and has performed transactions over the counter on the Taipei Exchange since May 24, 2023.
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The Company's third issuance of domestic unsecured convertible bonds was fully converted on December 15, 2023.
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For more information on the Company's third issuance of domestic unsecured convertible bonds, please refer to page 48 to page 49 of the Handbook.
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[Proposed Resolutions]
Agenda item #1(Proposed by the Board of Directors)
Agenda: The 2023 Business Report and Financial Statements are filed for resolution. Description:
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I. The Company's Financial Statements for 2023 have been audited by the CPAs Ching-Lin Li and Kuo-Ming Li of Crowe Horwath (TW). Please refer to page 6 to page 30 of the Handbook.
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II. The aforementioned statements of final accounts and the Business Report have been reviewed by the Audit Committee.
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III. The amendment is hereby filed for resolution.
Resolution:
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Agenda item #2 (Proposed by the Board of Directors)
Agenda: The earnings distribution proposal for 2023 is filed for resolution. Description:
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I. The Company's net profit after tax in 2023 was NT$1,333,934,662 and total distributable earnings was NT$1,836,375,760. The Company plans to appropriate NT$957,052,842 as dividends for shareholders with NT$3.5 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.
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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.
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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.
| discretion. | ||
|---|---|---|
| IV. | Please refer to the table below for the earnings distribution statement | |
| Undistributed earnings at the beginning of the period | 678,138,033 | |
| Plus: After-tax net profit of 2023 | 1,333,934,662 | |
| Minus: Appropriation for statutory reserve | (133,407,135) | |
| Plus: Reversal of appropriation for special earnings reserve | (42,426,490) | |
| Minus: Other consolidated income (loss) (remeasurement in | 136,690 | |
| defined benefit plans in 2023) | ||
| Distributable earnings in current period | 1,836,375,760 | |
| Minus: Distributed shareholder dividends - cash dividends of | (957,052,842) | |
| NT$3.5 per share (Note) | ||
| Undistributed retained earnings from previous years | 879,322,918 |
Note: Stock dividends for shareholders: 273,443,669 shares *NT$3.5 =NT$957,052,842
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:
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[Election matters]
(Proposed by the Board of Directors)
Agenda: Election of the Company's Directors. Description:
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I. The terms of the Company's current Directors expired on June 30, 2024 and an election for all Directors is called for this general shareholders' meeting.
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II. According to the Articles of Incorporation, the Company shall elect nine Directors, including four Independent Directors. All elections shall be based on a candidate nomination system. Directors shall serve three-year terms from June 14, 2024 to June 13, 2027.
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III. The "List of Director and Independent Director Candidates" was passed in a resolution of the 17th meeting of the 16th term Board of Directors (refer to page 50 to page 52 of the Handbook):
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IV. The list is hereby submitted for election.
Election results:
[Extraordinary motions]
- 4 -
Sunonwealth Electric Machine Industry Co., Ltd.
Statement of Shares Held by Directors
| (April 16,2024) | (April 16,2024) | ||||
|---|---|---|---|---|---|
| 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 | 14,950,000 | 5.47% |
| Director | Nice Enterprise Co., Ltd. Representative: Ching-LiangChen |
2021.7.1 | 3 years | 4,006,813 | 1.47% |
| 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 | - | - |
Note: Representative of Yo Yuan Investment Corporation Fu-Ing Hong Chen ceased to be a director on April 29, 2024.
Shareholdings required of all Directors 12,000,000 Shareholdings of all Directors 18,956,813
Book closure date: 2024/4/16
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SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
(In Thousands of New Taiwan Dollars)
| Assets CURRENT ASSETS Cash and cash equivalents Current 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 Financial assets at fair value through other comprehensive income or loss - noncurrent 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 non-current assets - other Total noncurrent assets TOTAL ASSESTS Liabilities and Equity CURRENT LIABLITIES Short-term loans Contract liabilities - current Notes payable Accounts payable Other payables 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(4) 6(5) 6(6) 6(7) 6(8) 6(9) 6(10) 6(11) 6(12) 6(29) 6(13) 6(23) 6(14) 6(15) 6(10) 6(17) |
December 31, | % 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 2023 |
December 31, | 2022 |
|---|---|---|---|---|---|
| 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 |
Amount $2,457,337 211,827 30,095 3,384,057 140,678 1,668 2,651,498 148,430 - 9,025,590 - 5,800 2,273,414 593,877 85,106 27,053 112,591 19,773 48,765 3,166,379 $12,191,969 $1,287,516 176,164 136,355 3,179,288 1,078,747 208,679 54,643 80,951 - 120,372 6,322,715 |
% | |||
| 20.2 1.7 0.2 27.8 1.2 - 21.7 1.2 - |
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| 74.0 | |||||
| - - 18.7 4.9 0.7 0.2 0.9 0.2 0.4 |
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| 26.0 | |||||
| 100.0 | |||||
| 10.6 1.4 1.1 26.1 8.9 1.7 0.4 0.7 - 1.0 |
|||||
| 51.9 |
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| 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 Share capital Ordinary shares Bond conversion entitlement certificates 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(17) 6(29) 6(10) 6(18) 6(19) 6(20) 6(21) 6(22) |
December 31, | % 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 2023 |
December 31, | 2022 |
|---|---|---|---|---|---|
| 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 |
Amount $286,701 190,955 150,425 35,667 3,029 666,777 6,989,492 2,509,297 - 366,903 885,799 295,358 1,402,877 (257,757) 5,202,477 - 5,202,477 $12,191,969 |
% | |||
| 2.3 1.6 1.2 0.3 - |
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| 5.4 | |||||
| 57.3 | |||||
| 20.6 - 3.0 7.3 2.4 11.5 (2.1) |
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| 42.7 - |
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| 42.7 | |||||
| 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)
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Year Ended December 31
2023 2022
Note Amount % Amount %
OPERATING REVENUES 6(23) $12,914,685 100.0 $14,063,308 100.0
OPERATING COSTS 6(5) (9,313,327) (72.1) (10,892,350) (77.5)
GROSS PROFIT 3,601,358 27.9 3,170,958 22.5
OPERATING EXPENSES
Sales and marketing (607,738) (4.7) (655,431) (4.6)
General and administrative (664,447) (5.2) (614,623) (4.4)
Research and development (799,281) (6.2) (781,334) (5.6)
Expected credit gain (loss) 6(4) 483 - 2,314 -
Total operating expenses (2,070,983) (16.1) (2,049,074) (14.6)
INCOME FROM OPERATIONS 1,530,375 11.8 1,121,884 7.9
NON-OPERATING INCOME AND EXPENSES
Interest revenue 6(25) 95,775 0.8 14,592 0.1
Other income 6(26) 156,281 1.2 155,312 1.1
Other gains and losses 6(27) 14,676 0.1 179,890 1.3
Finance costs 6(28) (46,995) (0.4) (44,400) (0.3)
Share of profits of subsidiaries, associates and 1,476 - (1,401) -
joint ventures
Total non-operating income and expenses 221,213 1.7 303,993 2.2
INCOME BEFORE INCOME TAX 1,751,588 13.5 1,425,877 10.1
INCOME TAX EXPENSE 6(29) (417,654) (3.2) (336,782) (2.4)
NET INCOME 1,333,934 10.3 1,089,095 7.7
OTHER COMPREHENSIVE INCOME (LOSS) 6(30)
Items that will not be reclassified subsequently
to profit or loss:
Remeasurement of defined benefit obligation 171 - 12,640 0.1
Unrealized gain (loss) on investments in equity 5,063 - - -
instruments at fair value through other
comprehensive income
Income tax benefit related to items that will (34) - (2,528) -
not be reclassified subsequently
Total items that will not be reclassified subsequently 5,200 - 10,112 0.1
to profit or loss
Items that may be reclassified subsequently
to profit or loss:
Exchange differences on translation of foreign (59,363) (0.4) 47,000 0.3
operations
Income tax benefit related to items that may 11,872 0.1 (9,399) -
be reclassified subsequently to profit or loss
Total items that may be reclassified subsequently (47,491) (0.3) 37,601 0.3
to profit or loss
Total other comprehensive loss, net of income tax (42,291) (0.3) 47,713 0.3
TOTAL COMPREHENSIVE INCOME $ 1,291,643 10.0 1,136,808 8.1
PROFIT (LOSS), ATTRIBUTABLE TO:
Parent company owner (net profit/loss) $ 1,333,934 10.3 $ 1,089,095 7.7
- - - -
Non-controlling interest (net profit/loss)
$ 1,333,934 10.3 $ 1,089,095 7.7
TOTAL COMPREHENSIVE PROFIT OR LOSS IS
ATTRIBUTABLE TO :
Parent company owner (comprehensive profit and loss) $ 1,291,643 10.0 $ 1,136,808 8.1
- - - -
Non-controlling interest (comprehensive profit and loss)
$ 1,291,643 10.0 $ 1,136,808 8.1
EARNINGS PER SHARE
Basic 6(31) $5.16 $4.34
Diluted 6(31) $5.07 $4.33
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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)
| BALANCE AT JANUARY 1, 2022 Appropriations and distributions of prior years’ earnings: Legal reserve Special reserve Cash dividends - $1.2 per share Net income in 2022 Other comprehensive income (loss) in 2022, net of income tax Total comprehensive income in 2022 Increase (decrease) in non-controlling interests BALANCE AT DECEMBER 31, 2022 Appropriations and distributions of prior years’ earnings: Legal reserve Cash dividends - $2.6 per share Special reserve Due to the issuance of convertible corporate bonds , the equity component items are recognized - stock options Net income in 2023 Other comprehensive income (loss) in 2023, net of income tax Total comprehensive income in 2023 Convertible corporate bond conversion Bond conversion entitlement certificate Increase (decrease) in non-controlling interests BALANCE AT DECEMBER 31, 2023 |
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 - - - - - |
$842,984 42,815 - - - - |
$242,095 - 53,263 - - - |
$700,864 (42,815) (53,263) (301,116) 1,089,095 10,112 |
($295,358) - - - - 37,601 |
- $ - - - - - |
$4,366,785 - - (301,116) 1,089,095 47,713 |
- $ - - - - - |
$4,366,785 - - (301,116) 1,089,095 47,713 |
|
| - - |
- - |
- - |
- - |
- - |
1,099,207 - |
37,601 - |
- - |
1,136,808 - |
- - |
1,136,808 - |
|
| 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) |
- - - - - - 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) |
|
| - - 215,946 - |
- 225,140 (215,946) - |
- - - - |
- - - - |
- - - - |
1,334,071 - - - |
(47,491) - - - |
5,063 - - - |
1,291,643 225,140 - - |
- - - - |
1,291,643 225,140 - - |
|
| $2,725,243 | $9,194 | $1,518,788 | $995,720 | $257,757 | $2,012,211 | ($305,248) | $5,063 | $7,218,728 | - $ |
$7,218,728 |
The accompanying notes are an integral part of the consolidated financial statements.
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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 profits of subsidiaries, 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 |
|---|---|---|
| 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 |
2022 | |
| 1,425,877 $ 365,578 147,087 (2,314) (78) 44,400 (14,592) 1,401 2,195 1,715 - (2,566) (223) |
||
| 542,603 | ||
| 50,350 2,482 44,889 (53,249) (144,791) (28,799) - |
||
| (129,118) | ||
| 65,753 136,338 253,315 78,022 13,060 (2) (6,740) |
||
| 539,746 | ||
| 410,628 | ||
| 953,231 |
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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 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 Increase in other receivables Decrease in other receivables Acquisition of intangible assets Increase in other noncurrent assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Decrease in short-term loans Issuance of corporate bonds 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 $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 $ |
2022 | |
| $2,379,108 14,123 (42,287) (192,815) |
||
| 2,158,129 | ||
| - - (393,988) 114 - 11,610 (204) - (15,540) (39,887) |
||
| (437,895) | ||
| (662,116) - (152,493) 2,003 - (75,441) (301,116) |
||
| (1,189,163) | ||
| 14,248 | ||
| 545,319 1,912,018 |
||
| 2,457,337 $ |
The accompanying notes are an integral part of the parent company only financial statements.
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21 -
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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 Total current assets NONCURRENT ASSETS Financial assets at fair value through other comprehensive income or loss - noncurrent 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 Total noncurrent assets TOTAL ASSESTS Liabilities and Equity CURRENT LIABILITIES Short-term loans Contract liabilities - current Notes payables 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(3) 6(4) 6(4), 7 7 6(5) 6(6) 6(7) 6(8) 6(9) 6(10) 6(11) 6(28) 6(12) 6(22) 7 6(13) 6(13), 7 6(28) 6(14) 6(9) 6(16) |
December 31, | % 20.1 0.2 17.3 7.4 0.4 0.4 7.8 0.1 53.7 0.2 35.4 9.3 0.2 0.8 0.1 0.3 - 46.3 100.0 - 0.9 - 7.2 15.4 3.9 0.2 0.8 0.2 0.1 - 0.8 29.5 2023 |
December 31, | 2022 |
|---|---|---|---|---|---|
| Amount $2,172,666 18,332 1,870,229 805,278 45,124 48,414 844,478 8,453 5,812,974 24,675 3,813,745 1,009,902 22,783 84,738 13,895 30,668 4,346 5,004,752 $10,817,726 - $ 101,629 10 774,943 1,666,211 421,320 16,944 83,521 18,784 12,771 571 88,889 3,185,593 |
Amount $400,593 23,347 2,367,582 1,182,181 36,310 46,674 925,080 12,687 4,994,454 - 3,198,115 1,047,782 22,087 85,106 18,038 19,735 3,705 4,394,568 $9,389,022 $795,000 131,201 - 910,989 1,228,537 364,564 26,579 176,251 17,879 10,170 - 88,889 3,750,059 |
% | |||
| 4.3 0.2 25.2 12.6 0.4 0.5 9.9 0.1 |
|||||
| 53.2 | |||||
| - 34.1 11.2 0.2 0.9 0.2 0.2 - |
|||||
| 46.8 | |||||
| 100.0 | |||||
| 8.5 1.4 - 9.7 13.1 3.9 0.3 1.9 0.2 0.1 - 0.9 |
|||||
| 40.0 |
- 25 -
| 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 Bond conversion entitlement certificates Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Total Equity TOTAL LIABILITIES AND EQUITY |
Note 6(16) 6(28) 6(9) 6(17) 6(18) 6(19) 6(20) 6(21) |
December 31, | % 1.6 1.8 0.1 0.3 - 3.8 33.3 25.2 0.1 14.0 9.2 2.4 18.6 (2.8) 66.7 100.0 2023 |
December 31, | 2022 |
|---|---|---|---|---|---|
| Amount $177,778 195,556 10,891 28,731 449 413,405 3,598,998 2,725,243 9,194 1,518,788 995,720 257,757 2,012,211 (300,185) 7,218,728 $10,817,726 |
Amount $266,667 121,315 12,410 35,667 427 436,486 4,186,545 2,509,297 - 366,903 885,799 295,358 1,402,877 (257,757) 5,202,477 $9,389,022 |
% | |||
| 2.8 1.3 0.1 0.4 - |
|||||
| 4.6 | |||||
| 44.6 | |||||
| 26.7 - 3.9 9.4 3.1 15.0 (2.7) |
|||||
| 55.4 | |||||
| 100.0 |
The accompanying notes are an integral part of the parent company only financial statements.
- 26 -
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 Unrealized gain (loss) on investments in equity instruments at fair value through other comprehensive income 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(22) 6(5) 6(4) 6(24) 6(25) 6(26) 6(27) 6(28) 6(29) 6(30) 6(30) |
Year Ended December 31 | Year Ended December 31 | ||
|---|---|---|---|---|---|
| 2023 | % 100.0 (83.3) 16.7 (0.8) 1.0 (3.8) (3.4) (5.3) - (12.5) 4.4 0.7 2.2 (0.3) (0.2) 9.6 12.0 16.4 (2.6) 13.8 - 0.1 - 0.1 (0.6) 0.1 (0.5) (0.4) 13.4 |
2022 | |||
| Amount $9,638,747 (8,030,184) 1,608,563 (72,864) 93,389 (368,026) (331,717) (503,429) 1,389 (1,201,783) 427,305 67,965 207,984 (27,883) (18,580) 925,489 1,154,975 1,582,280 (248,346) 1,333,934 171 5,063 (34) 5,200 (59,363) 11,872 (47,491) (42,291) 1,291,643 $5.16 $5.07 |
Amount $11,762,491 (10,020,961) 1,741,530 (93,389) 41,344 (343,972) (305,386) (448,231) 193 (1,097,396) 592,089 6,824 153,464 (72,469) (13,560) 687,903 762,162 1,354,251 (265,156) 1,089,095 12,640 - (2,528) 10,112 47,000 (9,399) 37,601 47,713 1,136,808 $4.34 $4.33 |
% | |||
| 100.0 (85.2) |
|||||
| 14.8 (0.8) 0.4 (2.9) (2.6) (3.8) - |
|||||
| (9.3) | |||||
| 5.1 | |||||
| 0.1 1.3 (0.6) (0.1) 5.8 |
|||||
| 6.5 | |||||
| 11.6 (2.3) |
|||||
| 9.3 | |||||
| 0.1 - - |
|||||
| 0.1 | |||||
| 0.4 (0.1) |
|||||
| 0.3 | |||||
| 0.4 | |||||
| 9.7 | |||||
The accompanying notes are an integral part of the parent company only financial statements.
- 27 -
(In Thousands of New Taiwan Dollars)
SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
| BALANCE AT JANUARY 1, 2022 Appropriations and distributions of prior years’ earnings: Legal reserve Special reserve Cash dividends - $1.2 per share Net income in 2022 Other comprehensive income (loss) in 2022, net of income tax Total comprehensive income in 2022 BALANCE AT DECEMBER 31, 2022 Appropriations and distributions of prior years’ earnings: Legal reserve Cash dividends - $2.6 per share Special reserve Due to the issuance of convertible corporate bonds , the equity component items are recognized - stock options Net income in 2023 Other comprehensive income (loss) in 2023, net of income tax Total comprehensive income in 2023 Convertible corporate bond conversion Bond conversion entitlement certificate BALANCE AT DECEMBER 31, 2023 |
Certificate of Bond OrdinaryShares Exchange Rights 2,509,297 $ - $ - - - - - - - - - - - - 2,509,297 - - - - - - - - - - - - - - - 225,140 215,946 (215,946) 2,725,243 $ 9,194 $ Capital Stock |
Capital Surplus 366,903 $ - - - - - - 366,903 - - - 1,151,885 - - - - - 1,518,788 $ |
Unappropriated Special Reserve Earnings 242,095 $ 700,864 $ - (42,815) 53,263 (53,263) - (301,116) - 1,089,095 - 10,112 - 1,099,207 295,358 1,402,877 - (109,921) - (652,417) (37,601) 37,601 - - - 1,333,934 - 137 - 1,334,071 - - - - 257,757 $ 2,012,211 $ Retained Earnings |
Others Equity | Others Equity | Total Equity |
|
|---|---|---|---|---|---|---|---|
| Exchange Differences on Translating Foreign Operations $ (295,358) - - - - 37,601 37,601 (257,757) - - - - - (47,491) (47,491) - - $ (305,248) |
Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive income - $ - - - - - - - - - - - - 5,063 5,063 - - $5,063 |
||||||
| OrdinaryShares 2,509,297 $ - - - - - - 2,509,297 - - - - - - - - 215,946 2,725,243 $ |
Legal Reserve 842,984 $ 42,815 - - - - - 885,799 109,921 - - - - - - - - 995,720 $ |
Special Reserve 242,095 $ - 53,263 - - - - 295,358 - - (37,601) - - - - - - 257,757 $ |
|||||
| 4,366,785 $ - - (301,116) 1,089,095 47,713 |
|||||||
| 1,136,808 | |||||||
| 5,202,477 - (652,417) - 1,151,885 1,333,934 (42,291) |
|||||||
| 1,291,643 | |||||||
| 225,140 - |
|||||||
| 7,218,728 $ |
The accompanying notes are an integral part of the parent company only financial statements.
- 28 -
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 expense Amortization expense 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 profits of subsidiaries, associates and joint ventures Loss (gain) on disposal and retirement of property, plant and equipment Unrealized gross profit on sales to subsidiaries and associates Realized gross profit on sales to subsidiaries and associates Other Total adjustments to reconcile profit and 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 notes payable 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 |
|---|---|---|
| 2023 1,582,280 $ 61,512 14,422 (1,389) (8,406) 18,580 (67,965) (925,489) (496) 72,864 (93,389) 40,425 (889,331) 5,015 498,742 376,903 (3,128) (1,740) 80,602 3,946 960,340 (29,572) 10 (136,046) 437,674 60,962 (9,635) 905 571 (6,765) 318,104 1,278,444 389,113 |
2022 | |
| 1,354,251 $ 64,680 12,514 (193) - 13,560 (6,824) (687,903) (1,105) 93,389 (41,344) 8,430 |
||
| (544,796) | ||
| 9,230 (294,662) (437,680) (12,764) (19,254) (24,710) 429 |
||
| (779,411) | ||
| 64,155 - 86,659 29,958 127,240 4,902 3,606 (2) (6,740) |
||
| 309,778 | ||
| (469,633) | ||
| (1,014,429) |
- 29 -
| Cash generated from operations Interest received Dividends 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 investments accounted for using equity method 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 Acquisition of intangible 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 Repayment of long-term loans Increase in guarantee deposits Repayments of lease principal Cash dividends paid Net cash generated from (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 |
|---|---|---|
| 2023 $1,971,393 62,279 386,977 (14,963) (265,930) 2,139,756 (20,000) (217,215) 61,820 (13,094) 280 (641) (12,011) (200,861) - (795,000) 1,381,273 (88,889) 22 (11,811) (652,417) (166,822) 1,772,073 400,593 2,172,666 $ |
2022 | |
| $339,822 6,357 229,245 (13,199) (162,985) |
||
| 399,240 | ||
| - (105,266) - (68,569) 8,315 (991) (12,809) |
||
| (179,320) | ||
| 175,000 - - (181,444) 2 (11,739) (301,116) |
||
| (319,297) | ||
| (99,377) 499,970 |
||
| 400,593 $ |
The accompanying notes are an integral part of the parent company only financial statements.
- 30 -
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.
-
31 -
-
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 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
-
32 -
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 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.
-
33 -
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. |
- 34 -
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' 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.
-
35 -
| 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 |
- 36 -
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.
-
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
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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 Jul. 1, 2021 for the thirty time, on June 9, 2023 for the thirty-one time.
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Sunonwealth Electric Machine Industry Co., Ltd. Regulations for Election of Directors
-
Article 1: The Regulations are established in accordance with the Company Act and the Company's Articles of Incorporation. All elections of the Company's Directors shall be governed by these Regulations.
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Article 2: The election of the Company's Directors shall be completed during shareholders' meetings.
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Article 3: The election of the Company's Directors shall be based on a cumulative voting system. The registration of the voters may be completed with shareholders' attendance ID number.
-
Article 4: Each share shall be empowered with voting rights equal to the number of elected Directors in elections of Directors of the Company. The Board of Directors shall prepare the ballots equal to the number of Directors to be elected and distribute them to the shareholders. The aforementioned ballots may be concentrated on one candidate or separated across multiple candidates. The election of the Company's Directors shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.
-
Article 5: The number of Directors shall be the number specified in the Company's Articles of Incorporation. The voting rights for the election of Independent Directors and nonindependent Directors shall be calculated separately and candidates with the most votes shall be elected in descending order.
-
Article 6: Where the Board of Directors prepares the ballots, the number of voting rights shall be entered in based on the attendance ID number of the shareholder.
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Article 7: When the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel.
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Article 8: The ballot boxes shall be prepared by the Board of Directors and publicly checked by the vote monitoring personnel before voting commences.
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Article 9: Deleted
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Article 10: A ballot is invalid under any of the following circumstances:
-
The ballot was not prepared by a person with the right to convene.
-
A blank ballot is placed in the ballot box.
-
The writing is unclear and indecipherable or has been altered.
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The candidate whose name is entered in the ballot does not conform to the director candidate list.
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Other words or marks are entered in addition to the number of voting rights allotted.
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Article 11: Separate ballot boxes shall be set up for the election of Directors and they shall be opened by the vote monitoring personnel and vote counting personnel at the same time after the votes are cast.
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Article 12: The vote counting shall be monitored by the vote monitoring personnel and the results of the vote shall be announced by the chair onsite.
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Article 13: The Board of Directors shall issue notifications to candidates elected as Directors.
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Article 14: These Regulations, and any amendments hereto, shall be implemented after adoption by the shareholders' meeting.
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Article 15: These Regulations were established on June 16, 1995. The 1st amendment was on May 26, 2000. The 2nd amendment was on May 28, 2002. The 3rd amendment was on June 9, 2015. The 4th amendment was on June 9, 2023.
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Sunonwealth Electric Machine Industry Co., Ltd.
2023 Business Report
I. Business Performance
In 2023, the global economy was still affected by inflation and high interest rates, which resulted in sluggish end market demand. Coupled with the impact of inventory adjustments, economic growth has slowed compared to the past two years. The weak economy has had a negative impact on Sunonwealth's overall revenue. However, the strong demand for emerging high-tech applications such as high-performance computing, AI, and automotive electronics continuously increased the share of the sales of high-end cooling products and led to the rise in the gross profit margin.
The Company's net operating revenue in 2023 was NT$9,638,747 thousand which was a decrease of NT$2,123,744 thousand or 18.05% from NT$11,762,491 thousand in 2022. The consolidated net operating revenues was NT$12,914,685 thousand, which was a decrease of NT$1,148,632 thousand or 8.16% from NT$14,063,308 thousand in 2022.
Sunonwealth is the best partner for industrial motor and fan heat dissipation solutions. 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 44 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, the world's smallest and slimmest Mighty Mini Fan, and the AntiVib anti-vibration fan. Sunonwealth products have received wide acclaim in the industry and we continue to focus on low energy consumption and industry applications related to sustainability in response to the diversification and focus on sustainability issues in global industrial developments in recent years. To provide heat dissipation solutions with lower energy consumption, we have developed heat pipes, heat plates, heat sinks, water-cooled heat dissipation panels, and liquid cooling modules in recent years to provide the most energy-efficient, high-quality, and reliable products for information, communication, automotive electronics, energy, industrial applications, home appliances, healthcare, refrigeration, monitoring and control services, and green building ventilation. They have been designated for use by multiple international brands and we have become customers'
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best partner for heat dissipation designs.
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 useful life. It has become Sunonwealth's optimal competitive niche in the heat dissipation industry. In 2021, Sunonwealth launched a series of high-performance low-vibration cooling fans named "AntiVib". The vibration blocking structure of the motor is designed based on the anti-vibration principle used for the engine insulators of cars. By building a blocking structure between the motor and the fan casing, the magnetic vibration of the motor is blocked from the casing, which minimizes the vibration of the fan during high-speed operation and prevents resonating in the system. It provides the optimal choice for high-speed fans in next-generation 5G telecom, data center, server, and cloud storage devices, and is available with IP21, IP56, and other dust and water-resistant functions. It ensures that the fan can adapt to different environments for long-term use.
The cooling requirements of data centers continue to rise with the rapid development of AI technology, and power consumption has become the biggest challenge for data centers. Current data center cooling technology still consists mainly of air cooling, but liquid cooling is required to achieve excellent PUE performance. The proportion of heat dissipation by liquid cooling has also expanded each year. According to forecasts of research institutions, liquid-cooled servers will account for 24% of data center cooling solutions by 2025, of which cold plates will account for 59%. As more AI servers adopt water-cooling solutions, Sunonwealth has gradually expanded the product line to include the supply of heat pipes, heat plates, heat sinks, watercooling plates, and liquid cooling modules. Sunonwealth’s liquid cooling solutions include direct liquid cooling (DLC), rear-door heat exchangers (RDHx), and cooling modules with reservoir and pumping units (RPU). Several solutions with the Open Loop Direct Liquid Cooling Module have been successfully launched for rack servers of major server manufacturers. Sunonwealth's liquid cooling solution adjusts the thermal contact surface, water pipe curvature, and coolant selection and matching based on the system structure to meet the demand for cooling with high-computing and high energy conservation requirements for servers. The development of new products will also make significant contributions to Sunonwealth's overall revenue.
Sunonwealth has achieved stable growth in the heat dissipation product line. In 2023, automotive heat dissipation products accounted for 10% of overall revenue. Sunonwealth's heat dissipation 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
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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. 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 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 watercooled 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 ultra-energy-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 and obtaining energy conservation labels, we surpassed traditional constraints in the external
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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 threatens 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 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 130 distributors across the world, and
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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 116,163 thousand fan products in 2023which was a 18.53% decrease from 142,583 thousand units in 2022. AC fans accounted for 2.35% of total annual production while DC fans accounted for 97.65%.
Sunonwealth currently has five production bases in Taiwan, China, and the Philippines. The Kaohsiung Plant, Sunonwealth's Invention and Innovation Center, and headquarters are located at the same site. It focuses on the trial and mass production of new products and the production of the Mighty Mini Fan. With four production bases in Beihai (two factories) and Kunshan in China, and Batanes in the Philippines, the Group's comprehensive production and supply network has a monthly output of 19.4 million cooling fans and 2.5 million cooling modules. Sunonwealth's new plant in the Philippines continues to expand and the monthly output reached 3 million units in 2023. It shall continue to expand production capacity and become the main production site of the Company. It will enhance Sunonwealth's flexible processes and delivery capacity to respond to 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 high-level safety requirements and meet strict standards in the international automobile industry.
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
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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.
Exacerbated extreme weather events across the globe in recent years have caused severe economic losses. To mitigate climate change, countries around the world are taking action to attain the target of net zero emissions by 2050. Sunonwealth has also set 2022 as the benchmark year for zero greenhouse gas emissions, and established an interdepartmental committee to launch a greenhouse gas inventory program for the entire Group. We manage data with a digital platform and plan to upgrade the air-conditioning system and process equipment in the Company to improve internal energy efficiency. In 2023, Sunonwealth activated the "large company supports smaller companies carbon transformation project" and assembled 10 suppliers to jointly create a digital carbon inventory system. Sunonwealth will lead suppliers to the next milestone in the low-carbon transformation.
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 for motors, cooling fans, and cooling modules and help them build their next-generation dream products. As of the end of 2023, the Group had been granted 3,394 patents worldwide with 116 pending patents totaling 3,510 patents. These patents for R&D and innovation achievements demonstrate the Company's lead in innovation and its advantages in grasping market opportunities.
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
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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. Sunonwealth continues to make progress based on the ideas of "response, care, and common good". We have adjusted the business strategy and proposed a comprehensive decarbonization program with the aim of reducing carbon emissions by 50% by 2030 and attaining net zero emissions by 2050. We also delivered our SBTi Commitment Letter to work with international organizations in carbon reduction actions and attain net zero emissions. 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 2023 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
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Corporate bond issuance status
| Type of corporate bonds | Type of corporate bonds | Third issuance of domestic unsecured convertible bonds |
|---|---|---|
| Date of issuance (processing) | May 24, 2023 | |
| Par value | NT$100,000 | |
| Issuance price | Issued at 115.52% of par value | |
| Total amount | NT$1.2 billion | |
| Interest rate | 0% | |
| Maturity | 5 years; maturity date: May 24, 2028 | |
| Guarantee agencies | None | |
| Trustee | Taishin International Bank Co., Ltd. | |
| Underwriter | Taishin Securities Co., Ltd. | |
| Certifying attorney | Li-Fei Chiu, attorney at law | |
| Certifying CPA | Not applicable | |
| Repayment method | Except where the holder of the convertible corporate bonds converts the bonds into the Company's ordinary shares in accordance with Article 10 of these Regulations or exercises his/her right to sell in accordance with Article 19 of these Regulations, where the Company repurchases the bond prematurely in accordance with Article 18 of these Regulations, or where the Company repurchases canceled stocks on the Taipei Exchange, the Company shall repay the bond upon maturity based on the par value of the bond plus interest compensation (102.5251% of the par value of the bond upon maturity) within five business days (including the fifth business day) after the maturity date of the convertible corporate bonds in one lump sum in cash. |
|
| Outstanding principal | NT$0 | |
| Terms for redemption or early repayment |
Refer to the regulations for the Company's third issuance of domestic unsecured convertible bonds |
|
| Restrictions | None | |
| Name of credit rating institution, rating date, and corporate bond rating results |
Not applicable | |
| Other appended rights |
Amount of converted (exchanged or subscribed) ordinary shares, GDRs, orother |
The Company's third issuance of domestic unsecured convertible bonds has been fully converted into 22,513,937 ordinary shares, with a conversion amount of NT$1,200,000,000. Over-the-counter trading was terminated on December 22, 2023. |
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| securities as of the publication date of the annual report |
||
|---|---|---|
| Issuance and conversion (swaps or warrants) methods |
Refer to the regulations for the Company's third issuance of domestic unsecured convertible bonds |
|
| Dilution effect and other effects on existing shareholders' equity due to issuance and conversion, exchange or subscription methods, and the conditions of issuance |
(1) Possible dilution of shareholders' equity This issuance of unsecured convertible corporate bonds by the Company has been fully converted into 22,513,937 ordinary shares. Based on the number of outstanding shares at the time of issuance, totaling 250,929,732 shares, the dilution ratio is 8.23%. The dilution effect is not significant and will not have a significant impact on shareholders' equity. (2) Impact on existing shareholders' equity This issuance of unsecured convertible corporate bonds will be used to repay bank borrowings, replenish working capital, improve the financial structure, enhance debt solvency, and reduce operational risks, which will increase the competitiveness of the Company's long-term operations. |
|
| Name of the custodian institution entrusted with securities to be converted |
Not applicable |
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Sunonwealth Electric Machine Industry Co., Ltd.
List of Independent Director Candidates (nominated by the Board of Directors)
| Name | Education | Experience and current position | Number of sharesheld |
|---|---|---|---|
| Kuang-Chih Huang (Male) |
PhD in Physics, NYU Polytechnic School of Engineering Master in Electrical Engineering, National Chiao Tung University Bachelor's degree in Electrical Engineering, National Cheng Kung University |
President, National Kaohsiung University of Applied Sciences Founding President, National Quemoy University Chairman, Air Asia Company Limited Director of College and Dean of Academic Affairs, National Chiao Tung University Dean of the College of Engineering, National Sun Yat-senUniversity |
0 |
| Chi-Shan Hung (Male) |
Master of Laws, National Cheng Kung University Bachelor's degree, Department of Public Finance, National Cheng Kung University |
Director-General, National Taxation Bureau of Kaohsiung City, Ministry of Finance Director-General, National Tax Administration of the Southern Area, Ministry of Finance Deputy Director-General, Taxation Administration, Ministry of Finance Independent Director and member of the Audit and Remuneration Committee, Hua Yu Lien Development Co., Ltd. Independent Director and member of the Audit and Remuneration Committee, Ping Ho Environmental Technology Co., Ltd. Corporate Director Representative, Flexium Interconnect,Inc. |
0 |
| Chin-Cheng Kao (Male) |
MBA, Institute of Management Science, National Chiao Tung University Bachelor of Psychology, National Taiwan University |
General Manager, Kai-Lue Enterprise Management Co., Ltd. General Manager, Pan-Asia Management Consultants Corporation Manager, China Productivity Center Special Assistant to the Chairman and Factory Director,Fu-I Fiber Industry Co.,Ltd. |
0 |
| Te-Tsai Lu (Male) |
PhD in Management, National Yunlin University of Science and Technology |
Dean of School of Business Management, Kunshan University Professor and Director of the Department of BusinessAdministration,KunshanUniversity |
0 |
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Sunonwealth Electric Machine Industry Co., Ltd.
List of Director Candidates (nominated by the Board of Directors)
| Name | Education | Experience | Number of sharesheld |
|---|---|---|---|
| Yo Yuan Investment Corporation Representative: Ching-Shen Hong (Male) |
Department of Electrical Engineering, Kun Shan University Graduated from the Department of Business Import/Export Management, Vancouver Community College |
President, Sunonwealth Electric Machine Industry Co., Ltd. Chairman, Sunon Electronic (Kunshan) Co., Ltd. Chairman, Sunon Electronic (Foshan) Co., Ltd. Director, Sunon Electronic (Bei Hai) Co., Ltd. Chairman, Beihai Li Zhun Electronics Co., Ltd. Chairman, Sunon Inc. Chairman, Sunon SAS Chairman, Sunon Electronics India Private Ltd. Director, Sunon Properties Philippines Corp. Director, Sunon Electronics Philippines Corp. Director, Suzhou Shengyixing Heat Transfer Technology Co., Ltd. Chairman,YoYuan Investment Corporation |
14,950,000 |
| Yo Yuan Investment Corporation Representative: Li-Ju Chen (Female) |
Graduated from the Department of Information Management, Queen's College (Canada) |
Director of the Strategic Purchasing Department/IT Department, Sunonwealth Electric Machine Industry Co., Ltd. Director, Sunon Electronic (Kunshan) Co., Ltd. Director, Sunon Electronic (Foshan) Co., Ltd. Director, Sunon Electronic (Bei Hai) Co., Ltd. Director, Sunon Inc. Director, Sunon Electronics India Private Ltd. Director, Sunon Properties Philippines Corp. Director, Sunon ElectronicsPhilippines Corp. |
14,950,000 |
| Yo Yuan Investment Corporation Representative: Ling-Wen Huang (Female) |
Department of Accounting & Statistics, Ming Chuan Business College |
Senior Special Assistant, Sunonwealth Electric Machine Industry Co., Ltd. Supervisor, Yo Yuan Investment Corporation Supervisor, Guang Sheng Investment Corporation |
14,950,000 |
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| Name | Education | Experience | Number of shares held |
|---|---|---|---|
| Yo Yuan Investment Corporation Representative: Fu-Sheng Huang (Male) |
Master, Institute of Public Affairs Management, National Sun Yat-sen University University 39th annual graduate, Central Police University |
Chief, Aviation Police Bureau Chief, Tainan County Police Department Chief, Yunlin County Police Department |
14,950,000 |
| Nice Enterprise Co., Ltd. Representative: Ching-Liang Chen (Male) |
Graduated from the Department of Public Affairs, National Chung Hsing University |
President, Nice Enterprise Co., Ltd. Supervisor, Taiwan First Biotechnology Corp. Chairman, Taiwan Food Industry Co., Ltd. Chairman, Ho Ding International Development Co., Ltd. |
4,006,813 |
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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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