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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

  • I. Time: 9:00 a.m. June 14, 2024 (Friday)

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

  • III. Chairman's Speech:

  • IV. Matters to be Reported:

  • (I) The Company's 2023 Business Report.

  • (II) 2023 Audit Committee's Report.

  • (III) Report on the distribution of remuneration for employees and Directors in 2023.

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

  • (V) Report on the conditions of the Company's third issuance of domestic unsecured convertible bonds.

  • V. Proposed Resolutions:

  • (I) 2023 Business Report and Financial Statements.

  • (II) Ratification of 2023 earnings distribution proposal.

  • VI. Election matters

Election of the Company's Directors

  • VII. Extraordinary Motions

VIII.Adjournment

  • 1 -

[Report items]

  • (I) The Company's 2023 Business Report. Please refer to page 40 to page 46 of the Handbook.

  • (II) The 2023 Audit Committee's Report. Please refer to page 47 of the Handbook.

  • (III) Report on the distribution of remuneration for employees and Directors in 2023.

  • 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.

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

  • As of December 31, 2023, the Company's total endorsement and guarantees for external parties total USD23,000,000 and CNY50,000,000.

  • (V) Report on the conditions of the Company's third issuance of domestic unsecured convertible bonds. Description:

    1. 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.

    2. The Company's third issuance of domestic unsecured convertible bonds was fully converted on December 15, 2023.

    3. 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.

[Proposed Resolutions]

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

Agenda: The 2023 Business Report and Financial Statements are filed for resolution. Description:

  • 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.

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

  • III. The amendment is hereby filed for resolution.

Resolution:

  • 2 -

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

Agenda: The earnings distribution proposal for 2023 is filed for resolution. Description:

  • 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.

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

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

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:

  • 3 -

[Election matters]

(Proposed by the Board of Directors)

Agenda: Election of the Company's Directors. Description:

  • 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.

  • 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.

  • 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):

  • 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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  • 12 -

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
-
74.0
-
-
18.7
4.9
0.7
0.2
0.9
0.2
0.4
26.0
100.0
10.6
1.4
1.1
26.1
8.9
1.7
0.4
0.7
-
1.0
51.9
  • 13 -
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
-
5.4
57.3
20.6
-
3.0
7.3
2.4
11.5
(2.1)
42.7
-
42.7
100.0

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

  • 14 -

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.

  • 15 -

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.

  • 16 -

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
  • 17 -
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.

  • 18 -

  • 19 -

  • 20 -

  • 21 -

  • 22 -

  • 23 -

  • 24 -

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.

  1. the business report;

  2. 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

  • 37 -

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.

  • 38 -

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.

  • Article 2: The election of the Company's Directors shall be completed during shareholders' meetings.

  • 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.

  • 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.

  • Article 8: The ballot boxes shall be prepared by the Board of Directors and publicly checked by the vote monitoring personnel before voting commences.

  • Article 9: Deleted

  • 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.

  • The candidate whose name is entered in the ballot does not conform to the director candidate list.

  • Other words or marks are entered in addition to the number of voting rights allotted.

  • 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.

  • 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.

  • Article 13: The Board of Directors shall issue notifications to candidates elected as Directors.

  • Article 14: These Regulations, and any amendments hereto, shall be implemented after adoption by the shareholders' meeting.

  • 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.

  • 39 -

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'

  • 40 -

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

  • 41 -

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

  • 42 -

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

  • 43 -

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

  • 44 -

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.
  • 48 -
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
  • 49 -

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
  • 50 -

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
  • 51 -
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
  • 52 -

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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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