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SUNON — Annual Report 2023
Aug 12, 2024
52070_rns_2024-08-12_3553cc75-c8ac-4c69-858d-fc0eff6b23cf.pdf
Annual Report
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Stock Code : 2421
Sunonwealth Electric Machine Industry Co., Ltd. 2023 Annual Report Printed on April 16, 2024
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Company Website : http://www.sunon.com
Taiwan Stock Exchange Market Observation Post System : http://mops.twse.com.tw
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I. Spokesperson: Name:William Li Title: Vice President Tel: (07)8135888 Email: [email protected]
Deputy Spokesperson Name: Ling-Wen Huang Title: Special Assistant, Secretariat of the Board Tel: (07)8135888 Email: [email protected]
- II. Contact Information of the Head Office, Branch Offices and Factories Head Office: No. 30, Ln. 296, Xinya Rd., Qianzhen Dist., Kaohsiung City , Taiwan Tel: (07)8135888
Taipei Office: 4F., No. 356, Sec. 1, Neihu Rd., Neihu Dist., Taipei City, Taiwan Tel: (02)27992383
Kunshan Plant: NO.168 Nanbang Road Kunshan , Jiangsu ,China Tel: +86-512-57700108
Beihai Plant:B2, B6, Beihai Comprehensive Bonded Zone, Beihai Avenue West, Beihai City, Guangxi Province, China
Tel: +86-779-6666888
Philippines Plant: Lot 5, Block 8, Hermosa Ecozone Industrial Park, Brgy. Palihan, Hermosa, Bataan, Philippines.
Tel: +63-472409120
- III. Stock Transfer Agency
Name: Grand Fortune Securities Co., Ltd. Stock Transfer Agent Address: 6F, No. 6, Section 1, Chung Hsiao West Road, Taipei City Tel: (02) 2371-1658
Website: www.gfortune.com.tw
- IV. Contact Information of the Certified Public Accountants for the Latest Financial Report Name: Accountant Ching-Lin Li CPA and Kuo-Ming Li CPA Firm: Crowe (TW) CPAs
Address: 27F, No. 6, Siwei 3rd Rd., Lingya Dist., Kaohsiung City, Taiwan Tel: (07)3312133
Website: www.crowe.tw
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V. Overseas securities listing exchange and information:None
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VI. Company website
http://www.sunon.com
Table of Contents
| Table of Contents | Table of Contents | ||
|---|---|---|---|
| A. | Letter to Shareholders-------------------------------------------------------------------------------------- | 1 | |
| B. | Company Profile--------------------------------------------------------------------------------------------- | 5 | |
| I. | Date of establishment ---------------------------------------------------------------------------------- | 5 | |
| II. | Company history ---------------------------------------------------------------------------------------- | 5 | |
| C. | Corporate Governance Report---------------------------------------------------------------------------- | 11 | |
| I. | Organization system ------------------------------------------------------------------------------------ | 11 | |
| II. | Profile of Directors, Supervisors, President, Vice Presidents, Assistant Vice Presidents, and | ||
| Department Directors ----------------------------------------------------------------------------------- | 14 | ||
| III. | Remunerations to Directors, Supervisors, President, and Vice Presidents in recent years ---- | 27 | |
| IV. | Implementation of corporate governance ------------------------------------------------------------ | 34 | |
| V. | Information on CPA fees-------------------------------------------------------------------------------- | 87 | |
| VI. | Information on Replacement of CPAs ---------------------------------------------------------------- | 87 | |
| VII. | The Chairman, President and Financial or Accounting Managerial Officer of the Company | ||
| who had worked for the Independent CPA or the affiliate in the past year ---------------------- | 87 | ||
| VIII. | Share transfer by Directors, Supervisors, Managerial Officers, and shareholders holding | ||
| more than 10% interests and changes to share pledging by them --------------------------------- | 88 | ||
| IX. | Information on the relationship between any of the top ten shareholders (related party, | ||
| spouse, or kinship within the second degree) -------------------------------------------------------- | 90 | ||
| X. | The shareholding of the Company, Director, Supervisor, Managerial Officers and an | ||
| enterprise that is directly or indirectly controlled by the Company in the invested company | |||
| and the calculation of the consolidated shareholding percentage --------------------------------- | 92 | ||
| D. | Funding Status------------------------------------------------------------------------------------------------ | 93 | |
| I. | Source of Capital Shares ------------------------------------------------------------------------------- | 93 | |
| II. | Shareholders --------------------------------------------------------------------------------------------- | 95 | |
| III. | Shareholding distribution status ---------------------------------------------------------------------- | 96 | |
| IV. | List of major shareholders ----------------------------------------------------------------------------- | 96 | |
| V. | Market price per share, net worth, earnings, dividends, and the related information for the | ||
| last two years -------------------------------------------------------------------------------------------- | 97 | ||
| VI. | Dividend policy and implementation status --------------------------------------------------------- | 98 | |
| VII. | The effects of the stock dividends proposed by the shareholders' meeting on the Company's | ||
| business performances and earnings per share ------------------------------------------------------ | 98 | ||
| VIII. | Remuneration of employees, directors and supervisors -------------------------------------------- | 98 | |
| IX. | Buyback of treasury stock ------------------------------------------------------------------------------ | 99 | |
| X. | Corporate bond issuance status ------------------------------------------------------------------------ | 100 | |
| XI. | Issuance of preferred stocks --------------------------------------------------------------------------- | 102 | |
| XII. | Issuance of global depositary receipts (GDR) ------------------------------------------------------ | 102 | |
| XIII. | Exercise of employee stock option plan (ESOP) --------------------------------------------------- | 102 | |
| XIV. | Restricted stock awards -------------------------------------------------------------------------------- | 102 |
| XV. | Mergers, acquisitions or issuance of new shares for acquisition of shares of other | ||
|---|---|---|---|
| companies ------------------------------------------------------------------------------------------------ | 102 | ||
| XVI. | Implementation of capital allocation plan ----------------------------------------------------------- | 102 | |
| E. | Business Overview------------------------------------------------------------------------------------------- | 103 | |
| I. | Business activities -------------------------------------------------------------------------------------- | 103 | |
| II. | Market, production and sales -------------------------------------------------------------------------- | 109 | |
| III. | Employee information ---------------------------------------------------------------------------------- | 117 | |
| IV. | Environmental protection expenditure information ------------------------------------------------ | 117 | |
| V. | Employees-employer relations ------------------------------------------------------------------------ | 118 | |
| VI. | Information Security Management-------------------------------------------------------------------- | 119 | |
| VII. | Important contracts -------------------------------------------------------------------------------------- | 124 | |
| F. | Financial Overview------------------------------------------------------------------------------------------- | 125 | |
| I. | Condensed balance sheet and statement of income for the last five years ----------------------- | 125 | |
| II. | Financial analysis for the last five year --------------------------------------------------------------- | 132 | |
| III. | Audit Committee's review report for the financial statements of the most recent year -------- | 138 | |
| IV. | Financial statements of the most recent year -------------------------------------------------------- | 139 | |
| V. | Parent company only financial statements of the most recent year audited by the CPA ------ | 236 | |
| VI. | Financial turnover status encountered by the Company and affiliates that have material | ||
| impact on the financial status of the Company ------------------------------------------------------ | 329 | ||
| G. | Review, Analysis, and Risks of Financial Conditions and Performance-------------------------- | 330 | |
| I. | Financial conditions ------------------------------------------------------------------------------------- | 330 | |
| II. | Financial performance ---------------------------------------------------------------------------------- | 331 | |
| III. | Cash flow ------------------------------------------------------------------------------------------------- | 332 | |
| IV. | The effects that significant capital expenditures have on financial operations in the recent | ||
| year -------------------------------------------------------------------------------------------------------- | 333 | ||
| V. | Investment policy in the past year, profit/loss analysis, improvement plan, and investment | ||
| plan for the coming year -------------------------------------------------------------------------------- | 333 | ||
| VI. | Risk management and evaluation --------------------------------------------------------------------- | 335 | |
| VII. | Other important matters -------------------------------------------------------------------------------- | 339 | |
| H. | Special Disclosures------------------------------------------------------------------------------------------- | 340 | |
| I. | Profiles of affiliates and subsidiaries ----------------------------------------------------------------- | 340 | |
| II. | Progress of private placement of securities ---------------------------------------------------------- | 346 | |
| III. | Holding or disposal of stocks of the Company by subsidiaries ----------------------------------- | 346 | |
| IV. | Other supplemental information ----------------------------------------------------------------------- | 346 | |
| Corporate events with material impact on shareholders' equity or stock prices set forth in Article | |||
| 36, | Paragraph 3, Subparagraph 2 of Securities and Exchange Act--------------------------------------- | 347 |
A. Letter to Shareholders
Dear Shareholders,
I am honored to present the 2023 Annual Report for the Company. I would like to sincerely thank all shareholders, and report to you on the corporate governance, fundraising operations, business performance, and financial condition of the Company for the past year, under the management of the Sunonwealth management team. The Company’s mission is to create value for shareholders. Through continuous profit growth, competent financial management, improving corporate governance, establishing a long-term growth strategy, respecting our shareholders, and complying with laws and regulations, we have conducted business operations pragmatically, and with integrity. In the past year, we have achieved better business performance results than before.
Over the past year, geopolitical issues have continued to ferment, and supply chains have continued to grow shorter, as well as shift. Through mergers and acquisitions, and partial equity investments into other companies, the Company has continued to enter new industries, including the medical, electric vehicle, new energy, and AI industries. New technological advances and applications have brought new business opportunities, but also new competition. Affected by rising interest rates, economic outlook for the previous year was slightly conservative, mainly due to the decrease in demand for final electronic products. However, demand for automotive-use chips and high-efficiency cloud computing rose, becoming stable drivers of semiconductor demand growth, as well as demand in other related industries.
Looking to 2024, geopolitics shall remain a key global economic factor. The impact of inflation and extreme weather, as well as political change due to elections taking place in many countries around the world, including the United States, all contribute towards an uncertain global economic outlook. On the other hand, however, key industries that have attracted high attention such as generative artificial intelligence, quantum technology, electric vehicles, and green power energy storage and generation, are expected to continue flourishing in the next few years. We are accustomed to seeing these disruptive variables as challenges, and taking them in stride. We are well prepared to handle them.
Results of Business Operations in the Previous Year
The Company's business plan achievement status in 2023 is as follows:
Comparison of the 2023Business Plan and actual achievements
| Business Plan | Actual Results | Difference | Completion Rate |
2021 |
Growth Rate |
|
|---|---|---|---|---|---|---|
| Quantity shipped | 133.7 million units |
106.8 million units |
-26.9 million units |
80.0% | 133.1 million units |
-19.8% |
| Consolidated total revenue |
NT$14.414 billion |
NT$12.915 billion |
-NT$1.499 billion |
89.6% | NT$14.063 billion |
-8.2% |
| Consolidated EPS beforetax |
NT$3.94 | NT$6.78 | NT$2.84 | 172% | NT$5.68 | 19.4% |
| Consolidated EPSafter tax |
NT$3.00 | NT$5.16 | NT$2.16 | 172% | NT$4.34 | 18.9% |
Note: The 2023 Business Plan figure was not audited by the CPA.
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In terms of the achievement rate of the Company's 2023 business plan, we have been affected by the Federal Reserve sharply raising interest rates to curb inflation. From the second quarter onwards, the Company has faced weakening demand for industrial and medical equipment and home appliances, and from our distributors. Overall, demand has fallen by 30 to 40% across the whole year, and the IT industry has also experienced a decline of nearly 20%. However, there were also glimmers of light amidst this sluggish market. As the AI server trend swept the world, server network-related industries grew by almost 20%, becoming the main driver supporting annual revenues. Additionally, automotive applications grew by 6% even as the global automotive industry declined. While consolidated revenues were lower by 8.2% compared to the previous year, only meeting 81% of our target, profits achieved considerable growth. Benefiting from the high unit prices for AI servers, the depreciation of the New Taiwan Dollar, and effective reductions to direct labor costs, the Company’s net profits grew by 19% compared to the previous year, achieving 172% of our target. In terms of income and expenditures, net cash inflows for the parent company amounted to NT$1.772 billion due to the issuance of convertible corporate bonds, and the closing cash and cash equivalents amounted to NT$2.173 billion. The cash flow on the consolidated financial statements showed a net cash inflow of NT$1.574 billion and closing cash and cash equivalents of NT$4.031 billion. The Company's funding status remains healthy. The Company invested NT$503 million in research and development expenditures in the fiscal year and invested NT$799 million in R&D based on the consolidated financial statements. The Company has completed high-efficiency design projects for customers in six major sectors (IT and office equipment, servers and network, industrial and medical equipment, appliances, automobiles, and LED) as well as the development of the next-generation passive heat dissipation components, water-cooled heat dissipation modules, and important components sufficient for meeting the demand for the future evolution heat dissipation technologies.
2023 Business Plan Overview
In response to the environmental factors of 2024, the Company has formulated the following important business plans. 1. Focus on the growth in AI high-speed computing, cloud networking, green energy storage, and automotive industries: Technology development drives the demand for computing power, which drives the demand for heat dissipation and provides excellent opportunities for growth. 2. Expanding the number of customers that recognize the use of cooling modules and liquid cooling: After obtaining the self-production certification for passive cooling components, we have been able to expand cooling modules to customers who produce servers, network communication equipment, and automobiles to actively expand growth in revenue. 3. Independent production of modules and key components for liquid cooling: To strengthen the competitiveness of heat dissipation modules, we plan to enhance our capabilities for the independent production of key components with interactive application of independent development and collaboration in strategic alliances. 4. Set up a capacity for producing 3 million units per month in the Philippines Plant: To disperse the risks of concentrated production and reduce production costs, the Company must continuously increase the capacity of the Philippines plant. 5. Continue to increase smart manufacturing coverage rate: It is the main strategy adopted to reduce the cost for ensuring stable quality and reducing defect rates. 6. In response to future environmental and energy conservation regulations, the Company shall continue to research and develop product technologies able to offer more efficient and energy conserving motors, reaching new customers and creating a blue ocean market. 7. Promote ESG activities: Complete the launch of carbon inventory system, obtain certification from professional institutions, and promote measures for energy conservation, emission reduction, and recycling and reuse. 8. Actively cultivate talents for sustainable development: Employees are the foundation for sustainable development. We plan to provide more flexible benefits to attract, cultivate, and retain talents. After adjustments for production and sales and changes implemented in response to the market, products, customers, and sales strategy, the Company plans to ship 112 million units this year.
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Future Development Strategy
In October of the previous year, the Industrial Technology Research Institute pointed out at the Looking Towards 2024 Industrial Development Trends Seminar that three major international trends that would affect Taiwan’s manufacturing industry in 2024 have already formed: First, global supply chains have been reshaped, and new regional manufacturing centers have formed. Second, generative AI has accelerated entrepreneurship and innovation, with further developments expected across the next 10 years. Third, global computing demand is rising, driving new breakthroughs in semiconductor technology.
After the global supply chain has been reshaped, the China Plus One strategy has formed. The Company has diversified our strategies, and apart from maintaining production in Taiwan and China, we have also increased the production capacity of our Philippines plant and localized our supply chain. Construction of our new plant broke ground this year. The Philippines has one of the highest birth rates in Southeast Asia, allowing the country to provide a stable source of labor. The Philippines has also relaxed regulatory restrictions in order to attract foreign investment into renewable energy, addressing the issue of power outages and fossil fuel reliance. Major industrial powers such as the United States, Japan, Germany, and South Korea are all competing to invest in the Philippines. There are even plans to build the Philippines into another semiconductor center, and the country’s future development appears promising.
Sunonwealth’s expertise in cooling technology is key to maximizing the capabilities of AI and high-efficiency computing. Having stood at the head of this industry for 10 years, Sunonwealth has focused on our core business operations. We have focused on developing diversified cooling technologies and offering diverse cooling products, producing cooling fans that range from our Mighty Mini Fan with a size of less than one centimeter, to large-scale industrial ceiling fans with a diameter of seven meters. Expand from active cooling - high-efficiency fans with rotation speeds up to 34,000 rpm, to passive cooling - including heat pipes, vapor chambers, and water-cooling plates, allowing the Company to combine the two into a flexible cooling module able to meet a diverse set of needs. Expand development of fan motor technology into development of water circulation pump cooling systems. At the moment, Sunonwealth is able provide comprehensive solution plans able to meet the needs of our customers, regardless if they are required for network communications, telecommunications, high efficiency computing and servers, AU, data centers, electric vehicles, energy storage and charging points, industrial use, medical use, or green factories.
Expand the sales market for our products and services, mitigating the impact of economic fluctuations within a single market on our business operations. Improve the forecasts and plans created by our management and business teams, establish plans for customer orders and production capacity, establish long-term working relationships with our customers, and increase customer loyalty.
Additionally, as part of the Company’s long-term growth strategy, look for and establish deeper business collaborations with other manufacturers able to synergize with or supplement our business operations through the value chain, accelerating growth.
Impact of the Competitive Environment, Regulatory Environment, and Overall Business Environment
External variable factors include the economic environment, cross-strait relations and global political environment, environmental regulations and climate change, supply chain risk, natural disasters, and sudden unexpected events. While all of these factors may be interrelated, we have sought to implement a series of response strategies and measures to mitigate these uncertainties, reducing operational risks.
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In terms of the Company’s countermeasures for geopolitical risks, we have not only maintained operation of our plants in both Taiwan and mainland China, but also expanded production capacity for our Philippines plant, allowing our production to be as flexible as possible. The Company has also established business collaborations with multiple different suppliers, reducing dependence on a single supplier and building a localized supply chain. Additionally, we have also begun requiring suppliers to adopt environmental protection and carbon reduction measures, creating a green supply chain.
As global business and production locations increase, we have strictly complied with local and international laws and regulations, reducing adverse impacts on the environment. We have gradually replaced older and more energy-inefficient equipment, increased purchase of green power for production to reduce carbon emissions, and mitigated our impact on the environment in response to climate change risks.
The EU Carbon Border Adjustment Mechanism (CBAM), a topic of high concern to the industry, entered trial operations last year. Domestically, the government has set a goal to achieve net zero carbon emissions by 2050. The Taiwan Carbon Solution Exchange was launched last year, with carbon fees to be imposed this year, propelling Taiwan into an era where carbon emissions are taxed. According to the Ministry of Environment’s plan, the carbon tax shall initially be imposed on companies emitting 25,000 tons of carbon emissions a year. Although the government has not determined Sunonwealth to be a major carbon emitter, and our products exported to the European Union are not subject to the carbon tax, our product development philosophy has always set green power conservation and helping our customers’ products create less carbon emissions as development goals. The Company also aims to halve greenhouse gas emissions by 2030, and to achieve net zero carbon emissions by 2050. Sunonwealth has adopted these measures above in response to the uncertainties and risks posed by the external environment, protecting the stability and sustainability of our business operations.
Lastly, I would like to thank all shareholders for their trust and support for the Company. It is your support that has made us what we are today. We shall continue to work hard, innovate, and improve, in order to create greater value for the Company and our shareholders together.
I wish you all health and prosperity.
Chairman of the Board Ching-Shen Hong President Ching-Shen Hong
Chief Accounting Officer William Li
June 14, 2024
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B. Company Profile
I. Date of establishment
Date of establishment and registration: October 25, 1980
II. Company history
1. 1980
The Company was established with a capital of NT$1,000,000. It focused on the R&D, product, and sales of small precision motors and cooling fans.
2. 1981
The Company obtained the SUNON trademark certificate issued by the Bureau of Standards, Metrology and Inspection and established the Taipei Factory.
3. 1983
Obtained UL certification in the United States, increased capital to NT$5,000,000, and reorganized into a company limited by shares.
- 1984
Established the Kaohsiung Factory.
- 1986
Increased capital to NT$10,000,000.
- 1987
Obtained the first patent certificate.
- 1988
Increased capital to NT$21,000,000.
- 1989
Purchased office building in Kaohsiung City. Increased capital to NT$149,530,000.
- 1990
Completed the construction of the Gangshan Factory.
- 1991
Successfully developed the DC brushless cooling fan and increased capital to NT$171,959,500.
11. 1993
Conducted capital increase by converting earnings to capital in September and increased the capital to NT$201,200,000.
- 1994
Purchased Kaohsiung Factory and increased capital to NT$300,000,000 in December.
13. 1995
Passed ISO 9002 certification in July. Established Hong Kong Office. Conducted capital increase by converting earnings to capital in August. The capital is increased to NT$360,000,000. Purchased office building in Taipei in November.
14. 1996
Officially established the Singapore Office in January and passed ISO 9001 certification in February. Established the Europe Office in the Netherlands in August. Conducted capital increase by converting earnings to capital in September and increased the capital to NT$470,300,000.
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15. 1997
Successfully developed the spindle motor for the 12X and 16X-speed CD drive in March; Won the Taiwan Excellence Award in April; Conducted capital increase by converting earnings to capital in May and increased the paid-in capital to NT$565,559,000. Established the Tainan Factory in June; Established the US Office in November.
16. 1998
Conducted capital increase by converting earnings to capital in June and increased the paid-in capital to NT$ 699,700,000. Company stocks are listed on the OTC market in September; Company products won the 6th Taiwan Excellence Award and the Company passed ISO 14001 certification; Conducted capital increase in December and increased the paid-in capital to NT$ 800,000,000.
17. 1999
The new green motor series was launched in January; Kaohsiung Second Plant was completed in February and the R&D Building was officially launched; Established a subsidiary company in the United States in March; Invested in Sunon Motor Co., Ltd. which focused on the research, development, and production of DVD spindle motors; the Company received the Magnetism Prize for contribution to the industry and research results from Taiwan Association for Magnetic Technology; Conducted capital increase by converting earnings to capital in July and increased the paid-in capital to NT$ 964,000,000.
18. 2000
The Company was awarded the bronze prize in the corporate division in 9th National Invention and Creation Award and the Golden Award in the Outstanding Enterprise Category and Product Design Category; Established subsidiary companies in France and Japan; Company stocks became listed on TWSE in September; issuance of the first unsecured corporate bonds totaling NT$400 million. Increased capital to NT$ 1,209,820,000.
19. 2001
Awarded the bronze prize in the corporate division in 10th National Invention and Creation Award; launched the world's first brushless DC vibration motor. Increased capital to NT$ 1,611,187,190.
20. 2002
Began the expansion of the phase 2 plant of Sunon Electronic (Kunshan) Co., Ltd.; launched the Power Motor series; won the Silver Award and Industrial Technology Development Excellence Award in the 10th Taiwan Excellence Award. Increased capital to NT$ 1,809,005,170.
21. 2003
Completed the expansion of the phase 2 plant of Sunon Electronic (Kunshan) Co., Ltd.; Awarded the Enterprise Role Model Award for "Root in Taiwan for Global Development" in the first Golden Root Award; awarded Sony Certificate of SONY Green Partner; awarded "Contribution to the Magnetic Technology Industry" in the 16th Magnetism Prize for from Taiwan Association for Magnetic Technology; Awarded the fourth Industrial Sustainable Excellence Award (machinery and transportation industries) by the Ministry of Economic Affairs; Global Operation Head Office application approved by the Ministry of Economic Affairs; Invention and Innovation Center application approved by the Ministry of Economic Affairs; issuance of the first unsecured international convertible corporate bonds valued at US$10 million. Increased capital to NT$ 1,960,000,610 and elected the 10th-term Directors and Supervisors.
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22. 2004
Inauguration ceremony of the Operation Head Office and the phase 2 plant of Sunon Electronic (Kunshan) Co., Ltd.; Chairman Yin-Su Hong received an honorary PhD degree for management from Sun Yat-sen University; Awarded the silver prize in the First National Invention and Creation Award of the Ministry of Economic Affairs; awarded the 2004 Technology Management Prize (enterprise and group category) from the Chinese Society for Management of Technology; Ranked 48th in the world and 4th in Taiwan in terms of technical strength by the MIT Technology Review ; launched the magnetic levitating motor AC fans. Capital was maintained at NT$ 1,960,000,610.
23. 2005
The Company passed OHSAS18001 certification and provides products that fully comply with the RoHS directive; completed the development of the PMD 4028 high air volume fans and magnetic levitating motor fans 7020 series; received the 13th Taiwan Excellence Award and the "2005 Taiwan Good Brands" from the Ministry of Economic Affairs; received awards including SAMSUNG Eco-Partner certification and Inventec's 2005 Diamond Supplier Award; Ranked 4th in the Top 100 Companies in Taiwan in the components category by Business Weekly in 2005. Increased capital to NT$ 1,998,600,620.
24. 2006
Passed ISO/TS 16949 quality assurance system certification; received the 14th Taiwan Excellence Award and the "2006 Taiwan Good Brands" from the Ministry of Economic Affairs; received the Best Innovation and Business Management Award in the third Taiwanese Enterprise Awards presented by China Times; received Canon Green Activity environmental protection certification; launched the Waturbo cooling module; issuance of the second unsecured corporate bonds totaling NT$400 million. Increased capital to NT$ 2,057,658,640 and elected the 11th-term Directors and Supervisors. Established "Sunon Electronic (Foshan) Co., Ltd." in China.
25. 2007
Launched the world's smallest/slimmest nano-tech fans and drum fans; received the Silver Award in the 15th Taiwan Excellence Award and Taiwan Excellence Award from the Ministry of Economic Affairs; "Ministry of Economic Affairs Pilot Information Application Development Program - Sunonwealth Smart Patented Value-Added System Project" passed the review by the Ministry of Economic Affairs and was recommended as an "outstanding pilot company"; Won recognition as the best supplier of Emerson in 2007; Ranked 1st in the Top 100 Companies in Taiwan in the power/transportation equipment category by Business Weekly in 2007. Completed the relocation and production line expansion of Sunon Electronic (Foshan) Co., Ltd.; Increased capital to NT$ 2,313,064,460. Merged the wholly owned "Chien Heng Precision Co., Ltd." and the Board of Directors resolved to liquidate the investee "Pingnan Sunonwealth Electrical Product Factory" in China.
26. 2008
The Company's innovative invention "Mighty Mini Fan", the smallest in the world, was exhibited at the "Taiwan Number One Special Exhibition" organized by the Taiwan Historica of Academia Historia; The innovative technology used in the Mighty Mini Fan was awarded the "Industrial Innovation Award" organized by the Industrial Development Bureau of the Ministry of Economic Affairs and it won the 17th Taiwan Excellence Award; launched the new product ultra-quiet fan, next-generation magnetic levitating motor fan ME series, and indoor LED light bulb cooling module; passed IECQ QC080000 certification; entered the new Netbook products supply chain; Increased
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capital for the two plants in China; increased the registered capital of Sunon Electronic (Kunshan) Co., Ltd. to US$28,500,000 and increased the registered capital of Sunon Electronic (Foshan) Co., Ltd. to US$19,420,000; increased the Company's capital to NT$2,457,986,300.
27. 2009
The world's slimmest 1cm nano-tech fans and drum fans received the Silver Award in the 18th Taiwan Excellence Award and Taiwan Excellence Award from the Ministry of Economic Affairs; awarded the contribution prize in the 2009 National Invention and Creation Award; "Slim fan" invention patent awarded the Silver Prize for Invention in the 2009 National Invention and Creation; ranked 75th in the 2008 "Top 100 Domestic Institutions in Total Number of Patent Certificates" by the Intellectual Property Office and ranked 73rd in the "Top 100 Domestic Institutions in Number of Invention Patent Certificates"; SUNON ranked first in terms of market share in the global AC/DC axial fans in the market research report published by Fuji Keizai. Election of the Company's 12th-term Directors and Supervisors; Sunon Electronic (Foshan) Co., Ltd. merged Nanhai Guangyuan Electronic (Foshan) Co., Ltd. and increased its capital to US$20,620,000; the Company merged its wholly-owned subsidiary "Sunon Motor Co., Ltd."; increased the Company's capital to NT$2,579,297,320.
28. 2010
Environmental-friendly Energy-saving Cooling Fans for LED MR16 and LED Street Lamp both received the 19th Taiwan Excellence Award; The Company was ranked 347th in the 2009 "Top 1000 manufacturing companies in Taiwan" in the 446th issue of Commonwealth Magazine . launched the smart forward and backward-rotating dusting fan and LED lighting cooling module series; ranked 67th in the 2009 "Top 100 Domestic Institutions in Total Number of Patent Certificates", 56th in the "Top 100 Domestic Institutions in Invention Patent Applications", and 89th in the "Top 100 Domestic Institutions in Number of Invention Patent Certificates"; SUNON ranked first in terms of market share in the global AC/DC axial fans in 2010 in the market research report published by Fuji Keizai. Sunon Electronic (Kunshan) Co., Ltd. expanded the new factory and increased the registered capital to US$33,000,000.
29. 2011
Launched the IP-68 maximum protection products and LED projection light cooling modules; The Lightweight & Ultra-thin Cooling Fan received the 20th Taiwan Excellence Award from the Ministry of Economic Affairs; SUNON brand became one of the "Top 100 Brands in Taiwan"; The Company was ranked 361st in the 2010 Top 1000 Manufacturing Companies in Taiwan by Commonwealth Magazine . ranked 85th in the 2010 "Top 100 Domestic Institutions in Number of Patent Applications"; ranked 65th in the "Top 100 Domestic Institutions in Invention Patent Applications" and 75th in the "Top 100 Domestic Institutions in Number of Invention Patent Certificates"; SUNON ranked first in terms of global DC axial fans in the "Small Fan World Scale Market Research" published by Yano Research Institute in Japan in 2011. The Company established Sunon Electronic (Bei Hai) Co., Ltd. and the paid-in registered capital was US$6,000,000.
30. 2012
The Company was ranked 373rd in the 2011 Top 1000 Manufacturing Companies in Taiwan by Commonwealth Magazine ; Lightweight & Ultra-thin Cooling Fan won the Silver Award in the 20th Taiwan Excellence Award. "High-Lumen LED Spotlight active cooling module series" and "high performance cooling fan for hand-held micro projector" won the 21st Taiwan Excellence Award; the registered capital of Sunon
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Electronic (Bei Hai) Co., Ltd. was increased to US$10,000,000. the Company established Sunon Electronic (He Fei) Co., Ltd. The Company reduced shares by buying back treasury stock and reduced the capital to NT$2,509,297,320.
31. 2013
The Company was ranked 361st in the 2012 Top 1000 Manufacturing Companies in Taiwan by Commonwealth Magazine . The Company launched the Ultra Micro Cooling Device Series, High-Lumen LED MR16 lamp Active Cooling Modules Series, and the Dust proof, Water proof, IP68 Cooling Fan which won the 22nd Taiwan Excellence Award.
32. 2014
The Company launched 400W high-wattage LED lighting cooling solution and ECO DC variable frequency air fan, and other new products; The mobile phone cooling case and automobile fragrance system air fan received the 23rd Taiwan Excellence Award; LED Lighting Ventilation Fan received the iF Product Design Award in Germany in 2015; The Company was ranked 348th in the 2013 Top 2000 Manufacturing Companies in Taiwan by Commonwealth Magazine .
33. 2015
Launched the ultra-energy-efficient DC ventilation fan; The Company was ranked 313th in the 2014 Top 2000 Manufacturing Companies in Taiwan by Commonwealth Magazine . LED Lighting Ventilation Fan received the 24th Taiwan Excellence Award; received the 2015 TTQS Gold Prize. The Mighty Mini Fan product line was adopted in computer sticks, drones, electronic breathing masks, and virtual reality wearable devices.
34. 2016
Launched the Flow2 One-AHR Ventilation Fan, IP68 high protection fans for LED lighting, Energy Saving EC Axial Fan, and ATEX explosion prevention fans; The Company was ranked 281st in the 2015 Top 2000 Manufacturing Companies in Taiwan by Commonwealth Magazine . LED Lighting Ventilation Fan received the Silver Award in the 24th Taiwan Excellence Award; Obtained 6,934m2 of land for the Kaohsiung Factory.
35. 2017
Launched the Type 25 side-suction ventilation fan and VF high-performance fans for commercial use; The Company was ranked 272nd in the 2016 Top 2000 Manufacturing Companies in Taiwan by Commonwealth Magazine . The Flow2 One AHR Ventilation Fan and Energy Saving EC Axial Fan received the Silver Award in the 26th Taiwan Excellence Award.
36. 2018
Launched DC Axial Fan VF dual fan; The Company was ranked 279th in the 2017 Top 2000 Manufacturing Companies in Taiwan by Commonwealth Magazine . The sidesuction ventilation fan received the 2018 Taiwan Excellence Award. Merged the whollyowned subsidiary Sunon SMT Co., Ltd. Sold 100% of shares in Hefei Hua Zhun Electronics Co., Ltd.
37. 2019
Launched the Flow2 One-AHR Ventilation Fan Plus+ and Powerful Energy-Saving Ceiling Fan; ranked 260th in the 2018 Top 2000 Manufacturing Companies in Taiwan by Commonwealth Magazine ; Powerful HVLS FAN Series1 Energy-Saving Ceiling Fan won the 2019 Taiwan Excellence Award; received Gold Medal Certification in the Talent Quality-management System (TTQS); invested in the establishment of branch companies in India and the Philippines.
- 9 -
38. 2020
- We launched the next-generation Flow2 One-AHR ventilation fan (intake), modern HVLS home ceiling fan, and AF car seat ventilation drum fan, and was ranked 261st in the 2019 Top 2000 Manufacturing Companies in Taiwan by Commonwealth Magazine . Sunonwealth received the Taiwan Excellence Achievement Award. The Modern HVLS home ceiling fan and the Flow2 One-AHR Ventilation Fan Plus won the 2020 Taiwan Excellence Award. Obtained 137,096m2 of land for the construction of a plant in the Philippines.
39. 2021
We launched the 1000W high-wattage water-cooled coolers with embedded tubes, highperformance CPU coolers for the Intel Whitley Platform, and anti-vibration fans. The Company was ranked 245th in the 2021 Top 2000 Manufacturing Companies in Taiwan by Commonwealth Magazine . We ranked 28th in computer peripherals and components. Sunonwealth silent (direct discharge) ventilation fan received the 2021 Taiwan Excellence Achievement Award. The lease period for the Sunonwealth Foshan Plant expired and production ended. The production capacity was redirected to Sunon Electronic (Kunshan) and Sunon Electronic (Bei Hai). The registered capital was reduced from USD 23.66 million to USD 10 million. The company also changed its address and transformed into a sales company. The Company invested in the establishment of Beihai Li Zhun Electronics Co., Ltd.
40. 2022
We launched the Intel EST CPU cooler, XG 120x38 high air volume and high air pressure fan, and bionic impeller blade fan with bionic design; The Company was ranked 272nd in the 2022 Top 2000 Manufacturing Companies in Taiwan by Commonwealth Magazine . Sunonwealth received Gold Medal Certification in the Talent Quality-management System (TTQS), and Flow2 One-AHR Ventilation Fan Plus+ received the 2022 Golden Pin Design Award. Mass production and shipment officially began in the Philippines plant.
41. 2023
-
Launched the Genoa CPU cooler for AMD’s fourth generation EPYC 9004 series of server processors, AF40X10mm axial fan for automotive audio entertainment systems, and the night black Modern HVLS ceiling fan. Obtained ISO 27001 information security certification. The Company’s bionic design impeller blade was awarded the first prize in the Best Product Category of the 2023 National Brand Yushan Awards. The Company was ranked 270th in the 2023 Top 2000 Manufacturing Companies in Taiwan by Commonwealth Magazine .
-
10 -
C. Corporate Governance Report
I. Organization system
(I) Organization structure
==> picture [466 x 400] intentionally omitted <==
----- Start of picture text -----
Shareholders' Meeting
Board of Directors
Remuneration Committee Secretariat of the Board
Audit Committee Audit Office
Sustainable Development Committee
President
President Office Quality Strategy Center
Operating Management Division GS Business Unit
Strategic Purchasing Department Global Production Unit
Global Human Resource Division Automated Intelligence Division
IT Division Finance Division
----- End of picture text -----
Note: The organization structure became effective on May 4, 2022.
- 11 -
(II) Major business units and their key businesses
| Department Name |
Main Businesses |
|---|---|
| President | The President is responsible for the execution of the Company's operations. The President establishes business strategic goals and directs and manages subordinates in business operations to achieve the Company's goals. |
| President Office |
The President Office assists the President in business operations, plans for the Company's medium and long-term goals and strategies, and improves the performance of execution units.; the President Office is also responsible for the management, assistance, and audit of investee businesses for strengthening the comprehensive performance of affiliated enterprises; it also manages legal and intellectual property rights. |
| Quality Strategy Center |
The Center is responsible for managing quality/hazardous substances/environmental health and safety systems; assignment of management representatives and definitions of duties; formulation, amendment, and review of plans for the quality/hazardous substance/environmental health and safety systems; formulation of annual management strategies and communication and advancement of targets; implement regular audits on the performance ofvarious systems, improvements for discrepancies, and effectiveness of improvements; regularly implement reviews & improvements for discrepancies, and effectiveness of improvements for management items; monitor the effective supervision of customer complaints; provide assistance, risk prevention, and prevent recurrence through management. |
| GS Business Unit |
The GS Business Unit is responsible for technical support and product development for strategic applications and strategic customers; it also follows up on customer demands in projects and provide customers with solutions. The GS Business Unit manages marketing channels across the globe and strategic customers. It formulates product and marketing strategies to expand the market, maintain customer relations,and improve customer satisfaction. It also manages overseas subsidiariesforsales. |
| Global Production Unit |
It is responsible for the production of cooling fans and motors as well as comprehensive quality; it also provides customers with high-quality products and prompt delivery. The Unit oversees the Kunshan Factory, Foshan Factory,Beihai Factory,andKaohsiungFactory. |
| Automated Intelligence Division |
It is responsible for the development of production processes for fans and motors as well as the R&D and design of various automated production equipment and tools to improve overall production efficiency. |
| Operating Management Division |
It is responsible for formulating KPI for all departments of the Group as well as their evaluations and follow-up improvement; it is responsible for the coordination and improvement of system procedures as well as the development of the management system tools. |
- 12 -
| Strategic Purchasing Department |
It is responsible for developing suppliers of materials and control of procurement prices; it also implements a qualified supplier system and priority suppliersystem. |
|---|---|
| Global Human Resource Division |
It is responsible for the human resources development of all subsidiaries across the globe and the administrative affairs of the parent company;its goal istoimprove employee satisfaction. |
| IT Division | It is responsible for the establishment of a corporate information system and the maintenance of stability, timeliness, confidentiality, and security of the system andinformationcommunication. |
| Finance Division |
It is responsible for maintaining records on the Company's business activities, formulating financial information and management reports, providing analytical data and suggestions for improvement in business decision-making,and controlling budgets. |
- 13 -
II. Profile of Directors, Supervisors, President, Vice Presidents, Assistant Vice Presidents, and Department Directors (I) Director information
Director information
| Director | Director | information | information | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| April 16,2024 | ||||||||||||||||||||
| Title | Nationality or place of registration | Name | Gender Age |
Date elected (appointed) | Term | Date first elected | Shares held during election |
Number of shares currently held |
Current shares held by spouse and underage children |
Shareholding by nominee arrangement |
Education and work experience |
Other current positions within the Company |
Spouse or relatives of second degree or closer acting as Directors, Supervisors, or other department heads |
Remarks | ||||||
| Number of shares | Shareholding ratio |
Number of shares | Shareholding ratio |
Number of shares | Shareholding ratio |
Number of shares | Shareholding ratio |
Title | Name | Relationship | ||||||||||
| Yo Yuan Investment Corporation Representative |
Republic of China |
2021.7.1 | 3 | 2009.5.27 | 14,802,000 | 5.90% | 14,950,000 | 5.47% | - | - | - | - | - | - | - | - | - | - | ||
| Republic of China |
Chairman Ching-Shen Hong |
Male 51 to 60 |
2021.7.1 | 3 | 2009.5.27 | 3,000,000 | 1.20% | 4,870,000 | 1.78% | 267,000 | 0.10% | - | - | 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. Chairman, Sunon Electronic (Bei Hai) Co., Ltd. Chairman, Beihai Li Zhun Electronics Co., Ltd. Chairman, Sunon Inc. Chairman, Sunon SAS Director, Sunon Corporation 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,Yo Yuan Investment Corporation |
Director Director |
Fu-Ing Hong Chen Li-Ju Chen |
Mother-son Spouse |
Business succession plan. Response measures: Processed in accordance with laws for compliance |
|
| Republic of China |
Director Fu-Ing Hong Chen |
Female 71 to 80 |
2021.7.1 | 3 | 2009.5.27 | 15,270,000 | 6.09% | 14,707,000 |
5.38% | - | - | - | - | Graduated from Yanchao Elementary School |
Senior Special Assistant, 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. Supervisor, Beihai Li Zhun Electronics Co., Ltd. Director, Sunon Inc. Director, Sunon Properties Philippines Corp. Director, Sunon Electronics Philippines Corp. Chairman,GuangShengInvestment Corporation |
Director Director |
Ching-Shen Hong Li-Ju Chen |
Mother-son Daughter- in-law |
Business succession plan. Response measures: Processed in accordance with laws for compliance |
|
| Republic of China |
Director Li-Ju Chen |
Female 51 to 60 |
2021.7.1 | 3 | 2009.5.27 | 267,000 | 0.11% | 267,000 | 0.10% | 4,870,000 | 1.78% | - | - | 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 Corporation Director, Sunon Electronics India Private Ltd. Director, Sunon Properties Philippines Corp. Director,Sunon Electronics Philippines Corp. |
Chairman of the Board Director |
Ching-Shen Hong Fu-Ing Hong Chen |
Spouse Daughter- in-law |
Response measures: Processed in accordance with laws for compliance |
|
| Republic of China |
Director Tseng- Cheng Lin |
Male 71 to 80 |
2021.10.4 | 3 | 2015.6.9 | - | - | - | - | - | - | - | - | Department of Business Administration, International Business College Chairman, Suman Corporation |
- | - | - | - | - |
- 14 -
| Title | Nationality or place of registration | Name | Gender Age |
Date elected (appointed) | Term | Date first elected | Shares held during election |
Shares held during election |
Number of shares currently held |
Number of shares currently held |
Current shares held by spouse and underage children |
Current shares held by spouse and underage children |
Shareholding by nominee arrangement |
Shareholding by nominee arrangement |
Education and work experience |
Other current positions within the Company |
Spouse or relatives of second degree or closer acting as Directors, Supervisors, or other department heads |
Spouse or relatives of second degree or closer acting as Directors, Supervisors, or other department heads |
Spouse or relatives of second degree or closer acting as Directors, Supervisors, or other department heads |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding ratio |
Number of shares | Shareholding ratio |
Number of shares | Shareholding ratio |
Number of shares | Shareholding ratio |
Title | Name | Relationship | ||||||||||
| Representative of Nice Enterprise Co., Ltd. |
Republic of China |
2018.5.30 | 3 | 1997.4.3 | 4,506,813 | 1.80 % | 4,006,813 | 1.47 % | - | - | - | - | - | - | - | - | - | - | ||
| Republic of China |
Director Ching- Liang Chen |
Male 71 to 80 |
2018.5.30 | 3 | 1997.4.3 | - | - | - | - | - | - | - | - | 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. |
- | - | - | - | |
| Independent Director |
Republic of China |
Chun-Hao Xin | Male 81 to980 |
2021.7.1 | 3 | 2015.6.9 | - | - | - | - | 206,510 | 0.08% | - | - | Master's degree, Institute of Business Management, I-Shou University Director-General, Kaohsiung County Revenue Service Bureau Director-General, Kaohsiung County Branch, National Tax Administration of Southern Taiwan Province Director-General, Pingtung Branch, National Tax Administration of Southern Taiwan Province Independent Director, Chang Wah Electromaterials Inc. Independent Director, Thinflex Corp. |
- | - | - | - | - |
| Independent Director |
Republic of China |
Mei-Hsiang Pai | Female 71 to 80 |
2021.7.1 | 3 | 2015.6.9 | 24,128 | 0.01% | - | - | - | - | - | - | BBA, Soochow University School of Law MBA, College of Management, National Sun Yat-sen University Master of Science, Graduate Institute of Medical Sciences, Chang Jung Christian University Senior Consultant, Lee and Li Attorneys-at-Law Supervisor, Advanced International Multitech Co.,Ltd. |
Director, Rich Fountain International Corp. | - | - | - | - |
| Independent Director |
Republic of China |
Chih-Ming Chen |
Male 61 to 70 |
2021.7.1 | 3 | 2015.6.9 | - | - | - | - | - | - | - | - | BBA, Soochow University School of Law Master of Social Sciences, National Sun Yat-sen University Judge and Chief Judge, Kaohsiung District Court Taiwan High Court Kaohsiung Branch Judge Cheng Yang Attorneys- at-Law Partner |
Managing Partner, Chih-Ming Attorneys-at-Law | - | - | - | - |
- 15 -
| Title | Nationality or place of registration | Name | Gender Age |
Date elected (appointed) | Term | Date first elected | Shares held during election |
Shares held during election |
Number of shares currently held |
Number of shares currently held |
Current shares held by spouse and underage children |
Current shares held by spouse and underage children |
Shareholding by nominee arrangement |
Shareholding by nominee arrangement |
Education and work experience |
Other current positions within the Company |
Spouse or relatives of second degree or closer acting as Directors, Supervisors, or other department heads |
Spouse or relatives of second degree or closer acting as Directors, Supervisors, or other department heads |
Spouse or relatives of second degree or closer acting as Directors, Supervisors, or other department heads |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Shareholding ratio |
Number of shares | Shareholding ratio |
Number of shares | Shareholding ratio |
Number of shares | Shareholding ratio |
Title | Name | Relationship | ||||||||||
| Independent Director |
Republic of China |
Kuang-Chih Huang |
Male 81 to 90 |
2021.7.1 | 3 | 2021.7.1 | - | - | - | - | - | - | - | - | PhD in Physics, NYU Polytechnic School of Engineering Director of College and Dean of Academic Affairs, National Chiao Tung University Dean of the College of Engineering, National Sun Yat-sen University Founding President, National Quemoy University President, National Kaohsiung University of Applied Sciences |
Honorary Professor, National Kaohsiung University of Applied Sciences Honorary Chair Professor, Cheng Shiu University |
- | - | - | - |
- 16 -
Table 1: Major shareholders of institutional shareholders
March 31, 2024
| March 31,2024 | ||
|---|---|---|
| Name of institutional shareholder |
Major shareholders of institutional shareholders |
Shareholding ratio (%) |
| Yo Yuan Investment Corporation | Ching-Shen Hong Li-Ju Chen Chia-Chun Hong Chia-Wei Hong Rong Jin International Development Co., Ltd. Sunonwealth CharityFoundation |
16.50 3.50 6.75 6.75 6.50 60.00 |
| Nice Enterprise Co., Ltd. | AGV Products Corp. Ho Yuan Investment Corporation Taiwan First Biotechnology Corp. Taiwan NJC Corporation Ho Ding International Development Co., Ltd. Cunyuan Heye Co., Ltd. Leshan Investment Development Co., Ltd. Yu-Ying Hong Zhi-Hong Chen English International ConsultancyCo.,Ltd. |
28.24 20.58 10.83 6.41 4.21 3.53 3.09 3.06 2.70 2.38 |
Table 2: Major shareholders in Table 1 who are institutional shareholders and their major shareholders
| March 31,2024 | ||
|---|---|---|
| Name of institutional shareholder |
Major shareholders of institutional shareholders |
Shareholding ratio (%) |
| Rong Jin International Development Co.,Ltd. |
Yi Peng Co., Ltd. | 100.00 |
| Sunonwealth Charity Foundation | Ching-Shen Hong Fu-Ing Hong Chen Yin-Su Hong Sheng-Tai Hong Chia-Chun Hong Chia-Wei Hong |
20.00 30.00 30.00 10.00 5.00 5.00 |
- 17 -
| Name of institutional shareholder |
Major shareholders of institutional shareholders |
Shareholding ratio (%) |
|---|---|---|
| AGV Products Corp. | Ho Yuan Investment Corporation Nice Enterprise Co., Ltd. Taiwan First Biotechnology Corp. SPDR Emerging Market ETF under the custody of Standard Chartered Bank Jung-Yu Lin English International Consultancy Co., Ltd. Kuo Pao Investment and Development Co., Ltd. Kuo Pen Investment and Development Co., Ltd. Guan-Ru Chen Leshan Investment DevelopmentCo.,Ltd. |
6.15 4.20 2.04 2.03 1.80 1.74 1.63 1.47 1.36 1.22 |
| Ho Yuan Investment Corporation | Zhi-Hong Chen English International Consultancy Co., Ltd. Su-Mei Yuan Yu-Ying Hong Zhih-Zhan Chen Zhih-Lun Chen Ching-Jen Chen Chang-Jiao Hu Wen-Na Yang Zhi-Yue Zhang |
23.03 19.00 10.33 8.33 5.71 5.71 4.50 4.45 2.22 1.75 |
| Taiwan First Biotechnology Corp. | AGV Products Corp. Paolyta Co., Ltd. BHL Taipei Limited Nice Enterprise Co., Ltd. Ta Tai Investment Corporation Ho Yuan Investment Corporation Yun Gu Nice Investment Corporation Lei Ying Security Co., Ltd. Teng-Fei Lin |
41.28 8.00 8.00 6.10 4.00 3.62 1.57 2.05 1.47 1.28 |
| Ho Ding International Development Co., Ltd. |
Nice Enterprise Co., Ltd. AGV Products Corp. Ho Tien International Development Co., Ltd. Chang-Jiao Hu Zhi-Hong Chen Yu-Ying Hong Su-Mei Yuan Kuo Pen Investment and Development Co., Ltd. |
49.07 48.98 0.53 0.29 0.29 0.29 0.29 0.26 |
- 18 -
| Name of institutional shareholder |
Major shareholders of institutional shareholders |
Shareholding ratio (%) |
|---|---|---|
| Leshan Investment Development Co., Ltd. |
Ya-Xin Zheng Xuan-Hui Chen Lan-Xin Ye Guan-Hao Chen Su-Mei Yuan Guan-Hua Chen Bai-Ye Chen Qi-Rui Chen Xin-He Li Xin-Jia Li |
24.00 24.00 16.00 8.00 4.00 4.00 4.00 4.00 4.00 4.00 |
| English International Consultancy Co., Ltd. |
Yu-Ying Hong Guan-Ru Chen Guan-Han Chen Guan-Zhou Chen Yu-Nu Hong Qiu-Wen Li |
31.60 24.00 24.00 19.60 0.40 0.40 |
| Taiwan NJC Corporation | New Japan Chemical Co., Ltd. Taiwan First Biotechnology Corp. Nice Enterprise Co., Ltd. Tai Food Industry Co., Ltd. Yi-Yan Chen Chia Ho Hsing Co., Ltd. Ho Yuan Investment Corporation Leshan Investment Development Co., Ltd. Cunyuan Heye Co., Ltd. Jia-En Zhang |
43.71 19.86 15.77 7.67 3.45 0.70 0.58 0.39 0.39 0.37 |
| Cunyuan Heye Co., Ltd. | Zhi-Hong Chen Chang-Jiao Hu Zhih-Zhan Chen Zhih-Lun Chen Yuan-Hui Wang Xiao-Ci Chen Xiao-He Chen Xiao-Wei Chen |
28.00 20.00 15.00 15.00 13.50 2.84 2.83 2.83 |
- 19 -
(II)Profile of Directors
I. Disclosure of information on the professional qualifications of Directors and independence of Independent Directors:
| Criteria Name |
Professional Qualifications and Experience |
Fulfillment of Independence Criteria |
Number of other public companies where the individual concurrently serves as an independent director |
|---|---|---|---|
| Yo Yuan Investment Corporation Representative:Ching- Shen Hong |
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,Yo Yuan Investment Corporation |
The individual, spouse, and relatives within the second degree of kinship do not violate the terms in Paragraph 3 and Paragraph 4, Article 26-3 of the Securities and Exchange Act. |
- |
| Yo Yuan Investment Corporation Representative:Fu-Ing Hong Chen |
Senior Special Assistant, Sunonwealth Electric Machine Industry Co., Ltd. Chairman, Guang Sheng Investment Corporation |
The individual, spouse, and relatives within the second degree of kinship do not violate the terms in Paragraph 3 and Paragraph 4, Article 26-3 of the Securities and Exchange Act. |
- |
| Yo Yuan Investment Corporation Representative:Li-Ju Chen |
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. |
The individual, spouse, and relatives within the second degree of kinship do not violate the terms in Paragraph 3 and Paragraph 4, Article 26-3 of the Securities and Exchange Act. |
- |
| Yo Yuan Investment Corporation Representative:Tseng- Cheng Lin |
Graduated from the Department of Business Administration, International Business College Chairman, Suman Corporation Chairman, Fu Fong International Co., Ltd. Director, Hemogen Bio-Tech Co., Ltd. |
The individual, spouse, and relatives within the second degree of kinship do not violate the terms in Paragraph 3 and Paragraph 4, Article 26-3 of the Securities and Exchange Act. |
- |
| Nice Enterprise Co., Ltd. Representative:Ching- Liang Chen |
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. |
The individual, spouse, and relatives within the second degree of kinship do not violate the terms in Paragraph 3 and Paragraph 4, Article 26-3 of the Securities and Exchange Act. |
- |
- 20 -
| Criteria Name |
Professional Qualifications and Experience |
Fulfillment of Independence Criteria |
Number of other public companies where the individual concurrently serves as an independent director |
|---|---|---|---|
| Chun-Hao Xin | MBA, I-Shou University Director-General, Kaohsiung County Revenue Service Bureau Director-General, Kaohsiung County Branch, National Tax Administration of Southern Taiwan Province Director-General, Pingtung Branch, National Tax Administration of Southern Taiwan Province Independent Director, Chang Wah Electromaterials Inc. Independent Director, Thinflex Corp. (Does not meet any of theconditions stated in the subparagraphs of Article 30 of the CompanyAct) |
The individual, spouse, and relatives within the second degree of kinship do not violate the terms in Paragraph 3 and Paragraph 4, Article 26-3 of the Securities and Exchange Act. |
- |
| Mei-Hsiang Pai | BBA, Soochow University School of Law MBA, College of Management, National Sun Yat-sen University Master of Science, Graduate Institute of Medical Sciences, Chang Jung Christian University Senior Consultant, Lee and Li Attorneys-at- Law Director, Rich Fountain International Corp. Supervisor, Advanced International Multitech Co., Ltd. (Does not meet any of the conditions stated in the subparagraphs of Article 30 of the CompanyAct) |
The individual, spouse, and relatives within the second degree of kinship do not violate the terms in Paragraph 3 and Paragraph 4, Article 26-3 of the Securities and Exchange Act. |
- |
- 21 -
| Criteria Name |
Professional Qualifications and Experience |
Fulfillment of Independence Criteria |
Number of other public companies where the individual concurrently serves as an independent director |
|---|---|---|---|
| Chih-Ming Chen | Master of Social Sciences, National Sun Yat-sen University BBA, Soochow University School of Law Judge and Chief Judge, Kaohsiung District Court Judge, Taiwan High Court Kaohsiung Branch Partner, Cheng Yang Attorneys-at-Law Managing Partner, Chih-Ming Attorneys-at- Law (Does not meet any of the conditions stated in the subparagraphs of Article 30 of the CompanyAct) |
The individual, spouse, and relatives within the second degree of kinship do not violate the terms in Paragraph 3 and Paragraph 4, Article 26-3 of the Securities and Exchange Act. |
- |
| Kuang-Chih Huang | PhD in Physics, NYU Polytechnic School of Engineering Director of College and Dean of Academic Affairs, National Chiao Tung University Dean of the College of Engineering, National Sun Yat-sen University President and Lifetime Honorary Professor, National Kaohsiung University of Applied Sciences Founding President, National Quemoy University Honorary Chair Professor, Cheng Shiu University (Does not meet any of the conditions stated in the subparagraphs of Article 30 of the CompanyAct) |
The individual, spouse, and relatives within the second degree of kinship do not violate the terms in Paragraph 3 and Paragraph 4, Article 26-3 of the Securities and Exchange Act. |
- |
II. Diversity and independence of the Board of Directors:
1. Board of Directors diversity
The Company stipulated in its "Corporate Governance Best Practice Principles" that the principle of diversity must be considered in the composition of the Board members. In addition to diversity in terms of gender, race, and nationality, Board members must have the knowledge, skills, and experience necessary to perform their duties. To ensure the attainment of corporate governance targets.
The overall expected capabilities of the board of directors must include 1. Ability to make sound business judgments. 2. Ability to perform accounting and financial analysis. 3. Ability to manage a business. 4. Ability to handle crisis management. 5. Knowledge of the industry. 6. An international market perspective. 7. Leadership ability. 8. Ability to make decisions, and members must have diverse professional backgrounds.
- 22 -
Information on diversity policies for the Company’s current Board of Directors how they have been implemented
| implemented | implemented | ||||||
|---|---|---|---|---|---|---|---|
| Job Title | Gender | Nationality | Age | Concurrently serves as an employee of the Company |
Years of service as Independent Director |
Professional background |
|
| Chairman | Yo Yuan Investment Corporation Representative: Ching-Shen Hong |
Male | Republic of China |
51 to 60 |
Yes | - | Electronics industry International business management Corporate governance |
| Director | Yo Yuan Investment Corporation Representative: Fu-Ing Hong Chen |
Female | Republic of China |
73 to 80 |
Yes | - | Accounting, Finance Business management |
| Director | Yo Yuan Investment Corporation Representative: Li-Ju Chen |
Female | Republic of China |
51 to 60 |
Yes | - | IT Accounting, Finance Corporate governance |
| Director | Yo Yuan Investment Corporation Representative: Tseng-Cheng Lin |
Male | Republic of China |
71 to 80 |
No | - | Accounting, Finance Business management |
| Director | Nice Enterprise Co., Ltd. Representative: Ching-Liang Chen |
Male | Republic of China |
71 to 80 |
No | - | Business management |
| Independent Director |
Chun-Hao Xin | Male | Republic of China |
71 to 80 |
No | 8 | Accounting, Finance Corporate governance |
| Independent Director |
Mei-Hsiang Pai | Female | Republic of China |
71 to 80 |
No | 8 | Law Business management Corporate governance |
| Independent Director |
Chih-Ming Chen |
Male | Republic of China |
61 to 70 |
No | 8 | Law Corporate governance |
| Independent Director |
Kuang-Chih Huang |
Male | Republic of China |
81 to 90 |
No | 2 | Electrical Engineering Corporate governance |
The Company currently has 9 Directors who are all Taiwanese nationals, including 4 Independent Directors, 3 female Directors, and 3 Directors who are employees (they account for 44.5%, 33.3%, and 33.3% of all Directors).
-
23 -
-
Board of directors independence
The Company currently has 9 Board of Directors member, including 5 Directors and 4 Independent Directors. Independent Directors account for 44.44% of the Board, and all Independent Directors have served for less than 9 years.
The Company's Independent Directors all comply with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and no Director or Independent Director violates the terms provided in Article 26-3 paragraphs 3 and 4 of the Securities and Exchange Act.
- 24 -
(II) Profile of the President, Vice Presidents, Assistant Vice Presidents, and Department Directors
April 16, 2024
| Title | Nationality | Name | Gend er |
Date elected (appointed) |
Shares held | Shares held | Shares held by spouse and underage children |
Shares held by spouse and underage children |
Shareholding by nominee arrangement |
Shareholding by nominee arrangement |
Education and work experienc |
Current job position in other companies | Managerial officer who is a spouse or a relative within second degree |
Managerial officer who is a spouse or a relative within second degree |
Managerial officer who is a spouse or a relative within second degree |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Sharehol ding ratio |
Number of shares |
Sharehol ding ratio |
Number of shares |
Shareho lding ratio |
Title | Name | Relation ship |
||||||||
| President | Republic of China |
Ching-Shen Hong |
Male | 2011.3.4 | 4,870,000 | 178% | 267,000 | 0.10% | - | - | Department of Electrical Engineering, Kun Shan University Graduated from the Department of Business Import/Export Management, Vancouver Community College |
Representative of Corporate Director, Sunonwealth Electric Machine Industry Co., Ltd. Chairman, Sunon Electronic (Kunshan) Co., Ltd. Chairman, Sunon Electronic (Foshan) Co., Ltd. Chairman, Sunon Electronic (Bei Hai) Co., Ltd. Chairman, Sunon Inc. (United States) Chairman, Sunon SAS (France) Chairman, Sunon Ltd. (India) Director, SUNON Properties Philippines Corp. Director, SUNON Electronics Philippines Corp. Director, Suzhou Shengyixing Heat Transfer Technology Co., Ltd. Chairman,Yo Yuan Investment Corporation |
- | - | - | (Note1) |
| Vice President and Director of the Finance Division |
Republic of China |
William Li | Male | 2006.1.1 | - | - | - | - | - | - | Master of Industrial Management, National Taiwan University of Science and Technology |
Supervisor, Suzhou Shengyixing Heat Transfer Technology Co., Ltd. |
- | - | - | - |
| Vice President of Business Unit |
Republic of China |
Chen- Hsueh Li |
Male | 2014.7.25 | 12,299 | 0.00% | - | - | - | - | Department of Mechanical Engineering, National Taipei Institute of Technology |
- | - | - | - | - |
| Executive Vice President |
Republic of China |
Chin-Tzu Wu |
Male | 2021.2.1 | - | - | - | - | - | - | EMBA, National University of Kaohsiung |
- | - | - | - | - |
| President of Business Unit |
Republic of China |
Che-Lun Huang |
Male | 2022.11.1 | - | - | - | - | - | - | Master, Institute of Nuclear Engineering and Science, National Tsing Hua University |
- | - | - | - | (Note2) |
| Acting General Manager of Business Unit |
Republic of China |
Kuan-Hung Tseng |
Male | 2019.11.6 | - | - | - | - | - | - | Master, Department of Business Administration, Southern Taiwan University of Science and Technology |
- | - | - | - | - |
- 25 -
| Title | Nationality | Name | Gend er |
Date elected (appointed) |
Shares held | Shares held | Shares held by spouse and underage children |
Shares held by spouse and underage children |
Shareholding by nominee arrangement |
Shareholding by nominee arrangement |
Education and work experience |
Current job position in other companies | Managerial officer who is a spouse or a relative within second degree |
Managerial officer who is a spouse or a relative within second degree |
Managerial officer who is a spouse or a relative within second degree |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Sharehol ding ratio |
Number of shares |
Sharehol ding ratio |
Number of shares |
Shareho lding ratio |
Title | Name | Relation ship |
||||||||
| Plant Director | Republic of China |
Chao-Wang Chiu |
Male | 2022.2.1 | 5,000 | 0.00% | 1,000 | 0.00% | - | - | Department of Electrical Engineering, Chin-Yi Institute of Technology |
- | - | - | - | - |
| Plant Director | Republic of China |
Chieh-Hung Lin |
Male | 2023.4.1 | - | - | - | - | - | - | Department of Electrical Engineering, Yuan Ze University |
- | - | - | - | - |
Note 1 : Combined Chairman and CEO explanation and measures: The Company operates with a combined Chairman and CEO system which enhances operational efficiency and policy execution efficiency. Meanwhile, there are constant efforts to train and find a suitable managerial candidate; additionally, the Chairman maintains a constant channel of communication with updates to the Board of Directors regarding the Company’s operations and corporate governance initiatives.
Note 2 : President of Business Unit Che-Lun Huang resigned on August 31, 2023.
- 26 -
III. Remunerations to Directors (including Independent Directors), Supervisors, President, and Vice Presidents in recent years (I) Director's remuneration
Remuneration to Ordinary Directors and Independent Directors (Individual Disclosure of Names and Remuneration Items)
| Ti | tle | Name | Director's | Director's | Director's | Director's | remuneration | remuneration | remuneration | remuneration | Ratio of total compensation (A+B+C+D) to net income (%) |
Ratio of total compensation (A+B+C+D) to net income (%) |
Pay rece | Pay rece | Pay rece | Pay rece | ived as an employee | ived as an employee | ived as an employee | ived as an employee | Percentage of the total sums of A, B, C, D, E, F, and G on the net profit A |
Percentage of the total sums of A, B, C, D, E, F, and G on the net profit A |
Compensation from investee companies other than subsidiaries or the parent company |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration (A) |
Retirement pension (B) |
Director's remuneration (C) |
Fees for conducting business(D) |
Salary, bonuses and allowances(E) |
Retirement pension (F) |
Employee's remuneration(G) | |||||||||||||||||
| The Company | All companies in the Financial Report |
The Company | All companies in the Financial Report |
The Company | All companies in the Financial Report |
The Company | All companies in the Financial Report |
The Company | All companies in the Financial Report |
The Company | All companies in the Financial Report |
The Company | All companies in the Financial Report |
The Company | All companies in the Financial Report |
The Company | ll companies in the Financi Report |
||||||
| Cash amount | Stock amount | Cash amount | Stock amount | ||||||||||||||||||||
| Director | Chairman of the Board | Yo Yuan Investment Corporation Representative: Ching-Shen Hong |
1,440 | 1,440 | - | - | 4,000 | 4,000 | 60 | 60 | 0.41 | 0.41 | 10,560 | 13,061 | - | - | 6,540 | - | 6,540 | - | 1.69 | a 1.88 |
- |
| - | Yo Yuan Investment Corporation Representative: Fu-Ing Hong Chen |
360 | 360 | - | - | 1,500 | 1,500 | 60 | 60 | 0.14 | 0.14 | 3,548 | 3,548 | - | - | 2,029 | - | 2,029 | - | 0.56 | 0.56 | - | |
| - | Yo Yuan Investment Corporation Representative: Li-Ju Chen |
360 | 360 | - | - | 1,500 | 1,500 | 60 | 60 | 0.14 | 0.14 | 3,689 | 3,689 | - | - | 1,615 | - | 1,615 | - | 0.54 | 0.54 | - | |
| - | Yo Yuan Investment Corporation Representative: Tseng-ChengLin |
360 | 360 | - | - | 1,500 | 1,500 | 60 | 60 | 0.14 | 0.14 | - | - | - | - | - | - | - | - | 0.14 | 0.14 | - | |
| - | Nice Enterprise Co., Ltd. Representative: Ching-LiangChen |
360 | 360 | - | - | 1,500 | 1,500 | 60 | 60 | 0.14 | 0.14 | - | - | - | - | - | - | - | - | 0.14 | 0.14 | - | |
| Independen t Director |
Chun-Hao Xin | 1,440 | 1,440 | - | - | - | - | 60 | 60 | 0.11 | 0.11 | - | - | - | - | - | - | - | - | 0.11 | 0.11 | - |
- 27 -
| Mei-Hsiang Pai | 1,440 | 1,440 | - | - | - | - | 60 | 60 | 0.11 | 0.11 | - | - | - | - | - | - | - | - | 0.11 | 0.11 | - | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Chih-Ming Chen | 1,440 | 1,440 | - | - | - | - | 60 | 60 | 0.11 | 0.11 | - | - | - | - | - | - | - | - | 0.11 | 0.11 | - | |
| Kuang-Chih Huang |
1,320 | 1,320 | - | - | - | - | 60 | 60 | 0.10 | 0.10 | - | - | - | - | - | - | - | - | 0.10 | 0.10 | - | |
| 1. Please describe the policy, system, standards and structure of the remuneration packages of the Independent Directors and explain the relevance of the amount of remuneration paid to them based on factors such as responsibility, risk and time commitment: Independent Directors receive monthly remuneration and transportation allowances that are higher than general Directors and they receive slightly lower distribution of earnings than general Directors. Their remuneration is not closely associated with business performance and future risks. The Company established remuneration for Directors in the Articles of Incorporation to distribute no more than 5% of the profits of the current year as remuneration for Directors. However, a sum shall be set aside in advance to pay down any outstanding cumulative losses. 2. Except as disclosed above, remuneration received by directors in the latest year for services (e.g., acting as a non-employee consultant of the parent company/any company in the financial statements/investee) provided by the directors: None. |
- 28 -
(II) Remunerations to President and Vice President
Remuneration to General Manager(s) and Assistant General Manager(s) (Individual Disclosure of Names and Remuneration Items)
Unit: thousand NT$; %
| Title | Name | Salary (A)) | Salary (A)) | Retirement pension (B) |
Retirement pension (B) |
Bonuses and allowances, etc. (C) |
Bonuses and allowances, etc. (C) |
Employee remuneration (D) |
Employee remuneration (D) |
Employee remuneration (D) |
Employee remuneration (D) |
Ratio of total compensation (A+B+C+D) to net income (%) |
Ratio of total compensation (A+B+C+D) to net income (%) |
Compensati on from investee companies other than subsidiaries or the parent company |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company |
All companies in the Financial Report |
The Company |
All companies in the Financial Report |
The Company |
All companies in the Financial Report |
The Company | All companies in the Financial Report |
The Company |
All companies in the Financial Report |
|||||
| Cash amount |
Stock amount |
Cash amount |
Stock amount |
|||||||||||
| President | Ching-Shen Hong |
4,906 | 6,485 |
- |
- |
5,655 |
6,576 |
6,540 |
- |
6,540 |
- | 1.28 |
1.47 | - |
| Executive Vice President |
Chin-Tzu Wu |
4,075 | 4,075 |
- |
- |
2,722 |
2,722 |
3.082 |
- |
3.082 |
- | 0.74 |
0.74 | - |
| Vice President |
William Li | 2,446 | 2,446 |
- |
- |
2,427 |
2,427 |
2,306 |
- |
2,306 |
- | 0.54 |
0.54 | - |
| President of Business Unit |
Che-Lun Huang |
2,107 | 2,107 |
- |
- |
- |
- |
- |
- |
- |
- | 0.16 |
0.16 | - |
Note: President of Business Unit Che-Lun Huang resigned on August 31, 2023.
- 29 -
Remuneration to the Five Highest Remunerated Management Personnel of a TWSE listed Company (Individual Disclosure of Names and Remuneration Items)
| Unit: thousand NT$; % | Unit: thousand NT$; % | Unit: thousand NT$; % | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Salary (A)) | Retirement pension (B) |
Bonuses and allowances, etc. (C) |
Employee remuneration (D) |
Ratio of total compensation (A+B+C+D) to net income (%) |
Compensati on from investee companies other than subsidiaries or the parent company |
|||||||
| The Company |
All companies in the Financial Report |
The Company |
All companies in the Financial Report |
The Company |
All companies in the Financial Report |
The Company | All companies in the Financial Report |
The Company |
All companies in the Financial Report |
|||||
| Cash amount |
Stock amount |
Cash amount |
Stock amount |
|||||||||||
| President | Ching-Shen Hong |
4,906 |
6,485 |
- |
- |
5,655 |
6,576 |
6,540 |
- |
6,540 |
- | 1.28 |
1.47 | - |
| Executive Vice President |
Chin-Tzu Wu |
4,075 | 4,075 |
- |
- |
2,722 |
2,722 |
3,082 |
- |
3,082 |
- | 0.74 |
0.74 | - |
| Acting President of Business Unit |
Kuan-Hung Tseng |
3,369 |
3,369 |
- |
- |
1,229 |
5,021 |
615 |
- |
615 |
- | 0.39 |
0.68 | - |
| Vice President |
William Li | 2,446 | 2,446 |
- |
- |
2,427 |
2,427 |
2,306 |
- |
2,306 |
- | 0.54 |
0.54 | - |
| Senior Special Assistant |
Fu-Ing Hong Chen |
1,638 | 1,638 |
- |
- |
1,910 |
1,910 |
2,029 |
- |
2,029 |
- | 0.42 |
0.42 | - |
- 30 -
(III) Managerial officer's name and the distribution of employee bonus
| April 16, 2024 Unit:thousand NT$ |
||||||
|---|---|---|---|---|---|---|
| Title (Note 1) |
Name (Note 1) |
Stock amount | Cash amount |
Total | Percentage of total bonuses to net profit after tax(%) |
|
| Managerial Officer | President | Ching-Shen Hong |
- | 6,540 | 6,540 | 0.49 |
| Executive Vice President |
Chin-Tzu Wu |
- | 3,082 | 3,082 | 0.23 | |
| Vice President and Director of the FinanceDivision |
William Li | - | 2,306 | 2,306 | 0.17 | |
| President of Business Unit |
Chen-Hsueh Li |
- |
814 | 814 | 0.06 | |
| Acting President of Business Unit |
Kuan-Hung Tseng |
- | 615 | 615 | 0.05 | |
| Plant Director | Chao-Wang Chiu |
- | 615 | 615 | 0.05 | |
| Plant Director | Chieh-Hung Lin |
- | 357 | 357 | 0.03 |
(IV) Comparison of compensation paid by the Company and all the consolidated entities in the last two years to the company's Directors, Supervisors, President and Vice Presidents as a percentage to the net income after tax. Explanation on remuneration policies, standards and combination of the procedures in determining remuneration, and association with business performance and future risks:
- 1 The analysis of remunerations to the Company's Directors, Supervisors, President and Vice Presidents as a percentage of net profit after tax in the most recent year is provided in the table below:
| Year | Total remuneration paid to Directors, Supervisors, the President, and Vice Presidents (thousand NT$) |
Total remuneration paid to Directors, Supervisors, the President, and Vice Presidents (thousand NT$) |
Total remuneration as a percentage of profit after tax (%) |
Total remuneration as a percentage of profit after tax (%) |
|---|---|---|---|---|
| The Company | All Companies in the Consolidated Financial Report |
The Company | All companies in the Consolidated Financial Report |
|
| 2022 | 55,354 | 57,711 | 5.08% | 5.30% |
| 2023 | 66,205 | 68,706 | 4.96% | 5.15% |
-
2 The policy, standards and packages of remuneration, procedure for making such decision, and relation to business performance and future risks:
-
31 -
-
(I) Policies, standards, and packages of compensation:
-
1 The remuneration for Directors of the Company shall be determined in accordance with prevailing rates in the industry. Any profit of the Company shall be processed according to Article 29 of Articles of Incorporation, which states that when the Company makes a profit, it shall set aside no more than 5% as remuneration for Directors. However, if the Company has accumulated losses, the Company shall set aside a part of the surplus profit first for making up the losses. Independent Directors are not eligible for the distribution of remuneration for Directors.
The Company evaluates the remuneration for Directors at regular intervals in accordance with the "Rules for Performance Evaluation of Board of Directors", and the reasonableness of the remuneration is reviewed by the Remuneration Committee and the Board of Directors.
-
2 The Company's remuneration for managerial officers is based on the work allowances and bonuses in the Company's Remuneration Regulations to support and reward employees for their hard work and contributions in work. Other bonuses are also distributed based on the Company's annual business performance, financial conditions, and employees' individual performance.
-
If the company turns a profit, it shall be processed according to Article 29 of Articles of Incorporation, which states that it shall set aside no less than 2% as remuneration for employees.
To encourage employees to work together and to share the results of business operations, the Company established the "Employee Remuneration Incentive Regulations" as the basis for strengthening employees' sense of solidarity and implementation of reward measures.
-
3 The Company's payment of remuneration is based on the "Rules for Performance Evaluation of Board of Directors" and the results of evaluations conducted in accordance with the "Employee Remuneration Incentive Regulations" which applies to managerial officers and employees.
- The performance evaluation and the reasonableness of salary and remuneration for Directors and managerial officers is reviewed by the Remuneration Committee and the Board of Directors each year. In addition to the personal performance achievement rate and contributions to the Company, the Company reviews the remuneration system in accordance with overall business performance, future risks of the industry, and development trends, as well as actual business operations and related laws. The Company also evaluates the current corporate governance trends for providing reasonable remuneration to maintain a balance between sustainable management and risk management.
-
(II) Procedures for determining remuneration:
-
1 The regular evaluation of the salary and remuneration for Directors and managerial officers is conducted based on the "Rules for Performance Evaluation of Board of Directors" and the results of evaluations conducted in accordance with the "Employee Remuneration Incentive Policy" which applies to managerial officers and employees. The performance evaluation of the Chairman is based on the results of the Company's annual business performance indicators related to its business operations, governance, and financial operations. The scope of the evaluation includes net profit before tax, customer satisfaction rate, and corporate governance evaluation indicators. The scope of the performance evaluation of the President includes the performance targets for main work duties such as operation safety management, supervision of the implementation of financial plans, revenue management, enhancement of internal control, and implementation of quality assurance and management.
-
32 -
-
2 The results of the 2023 self-evaluation for the Board of Directors and each individual Director were excellent
-
3 The performance evaluation and the reasonableness of salary and remuneration for Directors and managerial officers is reviewed by the Remuneration Committee and the Board of Directors each year. In addition to the personal performance achievement rate and contributions to the Company, the Company reviews the remuneration system in accordance with overall business performance, future risks of the industry, and development trends, as well as actual business operations and related laws. The Company also evaluates the current corporate governance trends for providing reasonable remuneration to maintain a balance between sustainable management and risk management. The actual amounts distributed as remuneration for the Directors and managerial officers in 2023 were reviewed by the Remuneration Committee and filed to the Board of Directors for approval.
-
(III) Relation to business performance and future risks:
-
1 The review of the payment standards and systems of Company's remuneration policy is based on the Company's overall business conditions. We also set payment criteria based on the performance attainment rate and contribution to increase the overall organization performance of the Board of Directors and the management departments. We also use the remuneration standards of the industry as a reference to ensure that the remuneration of the Company's management remains competitive in the industry and retain outstanding management talents.
-
2 The performance targets of the Company's managerial officers meet the risk management requirements to ensure the management and prevention of risks within the scope of their duties. The Company also grades the results based on their actual performance and connects the results to the human resources and related salary and remuneration policies. The important decisions of the Company's management are made based on assessments of various risk factors. The performance of the relevant decisions reflects the profitability of the Company, and the remuneration of management personnel is connected to their risk management performance.
The Company's regular remuneration for Directors, President, and Vice Presidents are based on prevailing rates in the industry and do not incur future risks. The distribution of earnings and the sequence of distribution are specified in the Articles of Incorporation and the approval of the shareholders' meeting shall be required before distribution. The remuneration is tied to the business performance and the Company's long-term development factors have been considered for the payment of remuneration and included in the review of the Remuneration Committee. Therefore, they do not incur future risks.
- 33 -
IV. Implementation of corporate governance (I) Board of Directors operating status
Board of Directors operating status
A total of 6 (A) meetings of the Board of Directors were held in the most recent year (2023).
The attendance of Directors was as follows:
| Title | Name |
Attendance (voting and non-voting) in person B |
Attendance by proxy |
Attendance (voting and non-voting) in person rate (%) [B/A] |
Remarks |
|---|---|---|---|---|---|
| Chairman of the Board |
Yo Yuan Investment Corporation Representative: Ching-Shen Hong |
6 | 0 | 100% | None |
| Director |
Yo Yuan Investment Corporation Representative: Fu-IngHong Chen |
6 | 0 | 100% | None |
| Director |
Yo Yuan Investment Corporation Representative: Li-Ju Chen |
5 | 1 | 83% | None |
| Director |
Yo Yuan Investment Corporation Representative: Tseng-ChengLin |
5 | 1 | 83% | None |
| Director |
Nice Enterprise Co., Ltd. Representative: Ching-Liang Chen |
6 | 0 | 100% | None |
| Independent Director |
Chun-Hao Xin |
6 | 0 | 100% | None |
| Independent Director |
Mei-Hsiang Pai |
6 | 0 | 100% | None |
| Independent Director |
Chih-Ming Chen |
6 | 0 | 100% | None |
| Independent Director |
Kuang-Chih Huang |
6 | 0 | 100% | None |
| Other matters required to be recorded: I. Should any of the following take place in a board meeting, the date and number of the meeting, the content of proposal, Independent Director's opinions and the Company's response to such opinions should be recorded: (I) Items specified in Article 14-3 of the Securities and Exchange Act: Not applicable as the Company has established the Audit Committee and is therefore exempted from requirements in Article 14-5 of the Securities and Exchange Act. (II) Aside from the above matters, other resolutions adopted by the Board of Directors to which an Independent Director has a dissenting or qualified opinion that is on record or stated in a written statement: None. II. The Directors' avoidance of interest motion should indicate the names of the Directors, content of the motion and reasons of avoidance of interest as well as the involvement in voting: January 16, 2023, 9th meeting of the 16th Board of Directors Agenda item #3 Agenda: Discussion of theCompany's 2022year-end bonus for managerial officers.(Proposed bythe |
- 34 -
| Remuneration Committee) | |
|---|---|
| Description: | |
| I. The Company's 2022 year-end bonus for managerial officers was reviewed by members of the |
|
| Remuneration Committee, who have found the proposal to be appropriate and passed it unanimously | |
| (refer to Attachment Four for more details). | |
| II. The amendment is hereby filed for resolution. | |
| Resolution: With the exception of the Director Ching-Shen Hong, Director Fu-Ing Hong Chen, and | |
| Director Li-Ju Chen who recused themselves due to conflicts of interest, other Directors in | |
| attendance passed the proposal unanimously. | |
| March 9, 2023, 10th meeting of the 16th Board of Directors | |
| Agenda item #12 | |
| Agenda: Discussion of the Company's 2022 employee remuneration for managerial officers. (Proposed by | |
| the Remuneration Committee) | |
| Description: | |
| I. Please refer to (Attachment Seven) for the Company's 2022 employee remuneration for managerial |
|
| officers. | |
| II. The proposal was reviewed by all members of the Remuneration Committee who found it to be | |
| appropriate and passed it unanimously. | |
| III. The amendment is hereby filed for resolution. | |
| Resolution: With the exception of the Director Ching-Shen Hong, Director Fu-Ing Hong Chen, and | |
| Director Li-Ju Chen who recused themselves due to conflicts of interest, other Directors in | |
| attendance passed the proposal unanimously. | |
| III. | The company listed on TWSE/TPEx shall disclose the evaluation cycle and duration, scope of evaluation, |
| methodology, and evaluation contents of the evaluation of the Board of Directors. Refer to the Board of | |
| Directors evaluation status in Table 2(2). | |
| Board of Directors evaluation status: | |
| Refer to the Appendix. | |
| IV. | Programs this year and in the most recent year in strengthening the functionality of the Board (for example, |
| set up an auditing committee, improve transparency, etc.) and execution evaluation. | |
| The Company converted the supervisor system to the Audit Committee system on June 9, 2015. The audit | |
| and finance managers report the operations of audits and financial status to the Audit Committee each | |
| quarter. They maintain smooth communication and operations. | |
| In order to implement corporate governance and enhance the functions of the Company's Board of | |
| Directors as well as to establish performance targets so as to enhance the operational efficiency of the | |
| Board of Directors, the Company has established the Rules for Performance Evaluation of Board of | |
| Directors on May 7, 2020. The Company implements one internal performance evaluation each year and | |
| submits results to the Board of Directors before the end of the first quarter of the following year. The | |
| performance evaluation results are used as the basis for review and improvements as well as reference for | |
| remuneration, nomination, and continued appointment. The results of the 2022 board performance | |
| evaluation were reported to the Board of Directors on March 7, 2024. |
- 35 -
Board of Directors evaluation status
| Evaluation cycle |
Evaluation period |
Evaluation scope |
Evaluation method |
Evaluation contents |
|---|---|---|---|---|
| Once every year |
From January 1 to December 31, 2023 |
Board of Directors and members of the Board of Directors |
Self- evaluation of the Board of Directors and self- evaluation of Directors |
1. The performance evaluation items of the Board of Directors include the following five categories: A. Participation in the operation of the Company. B. Improvement of the quality of the Board of Directors' decision making. C. Composition and structure of the Board of Directors. D. Election and continuing education of the Directors. E. Internal control. 2. The performance evaluation items of the Board of Directors (self- evaluation or peer evaluation) include the following six categories: A. Familiarity with the goals and missions of the Company. B. Knowledge of the duties of Directors. C. Participation in the operation of the Company. D. Management of internal relationship and communication. E. The Director's professionalism and continuing education. F. Internal control. |
- 36 -
(II) Audit Committee operating status
Audit Committee operating status
The Audit Committee convened a total of 6 meetings (A) in the most recent year (2023). The attendance of Independent Directors was as follows:
| Title | Name | Attendance in person(B) |
Attendance by proxy |
Attendance rate(%) (B/A) (Note1,Note2) |
Remarks |
|---|---|---|---|---|---|
| Independent Director |
Chun-Hao Xin | 6 | 0 | 100% | None |
| Independent Director |
Mei-Hsiang Pai | 6 | 0 | 100% | None |
| Independent Director |
Chih-Ming Chen | 6 | 0 | 100% | None |
| Independent Director |
Kuang-chih Huang | 6 | 0 | 100% | None |
| Other matters required to be recorded: I. The date of the meeting of the Audit Committee, the term, contents of the proposals, objections, qualified opinions, and important recommendations of independent directors, resolutions of the Audit Committee, and the Company's handling of the resolutions of the Audit Committee shall be specified under any of the following circumstances in the operations of the Audit Committee: (I) Items specified in Article 14-5 of the Securities and Exchange Act: None. Audit Committee Details of the proposal and subsequent developments Matters stated in Article 14-5 of the Securities and Exchange Act Any resolution not approved by the Audit Committee but approved by two thirds or more of all Directors 3nd Committee 7th meeting January 16, 2023 1. Proposal for applying for a medium-term loan with land as collateral fromCTBCBank. v None Results of Audit Committee resolutions: Passed by all members of the Audit Committee. The Company's response to Audit Committee opinions: Passed unanimously by all Directors in attendance. 3nd Committee 8th meeting March 9, 2023 1. Ratification of the Company's 2022 Business Report, financial statements, and consolidated financial statements. v None 2. The Company's 2022 earnings distributionproposal. v None 3. The Company's proposal to issue domestic unsecured convertible bonds for the third time. v None 4. Proposal to provide endorsement for subsidiary Sunon Electronics (BeiHai) Co., Ltd. for its new loan from HSBC Bank (China) CompanyLimited. v None 5. Proposal to amend the Company’s Sustainable Development Best Practice Principles. v None 6. Review of the Company’s 2022 Internal Control System Statement. v None Results of Audit Committee resolutions: Passed by all members of the Audit Committee. The Company's response to Audit Committee opinions: Passed unanimously by all Directors in attendance. |
- 37 -
| 3nd Committee 9th meeting May 4, 2023 |
1. Review of the consolidated financial statements for the first quarter of 2023. |
v | None |
|---|---|---|---|
| 2. Discussion on proposal to amend the Company's Regulations for the Supervision ofSubsidiaries. |
v | None | |
| Results of Audit Committee resolutions: Passed by all members of the Audit Committee. |
|||
| The Company's response to Audit Committee opinions: Passed unanimously by all Directors in attendance. |
|||
| 3nd Committee 10th meeting July 14, 2023 |
1. Provision of endorsement and guarantee for contract performance obligations arising from a transaction of fan products between subsidiaries Sunon Electronic (Kunshan) Co., Ltd. and Lizhun Electronic (Bei Hai) Co.,Ltd.,and their customers. |
v | None |
| Results of Audit Committee resolutions: Passed by all members of the Audit Committee. |
|||
| The Company's response to Audit Committee opinions: Passed unanimously by all Directors in attendance. |
|||
| 3nd Committee 11th meeting August 3, 2023 |
1. Review of the consolidated financial statements for the second quarter of 2023. |
v | None |
| 2. Proposal to increase capital of Sunon Properties Philippines Corp (temporary target) by US$30 million in cash. |
v | None | |
| 3. Review of proposal to apply to the Export–Import Bank of the Republic of China for medium- term overseas investment financing under the New Southbound Policy. |
v | None | |
| Results of Audit Committee resolutions: Passed by all members of the Audit Committee. |
|||
| 3nd Committee 12th meeting November 2, 2023 |
The Company's response to Audit Committee opinions: Passed unanimously by all Directors in attendance. |
||
| 1. Review of the consolidated financial statements for the third quarter of 2023. |
v | None | |
| 2. Discussion of the Company's 2024 Audit Plan. |
v | None | |
| Results of Audit Committee resolutions: Passed by all members of the Audit Committee. |
|||
| The Company's response to Audit Committee opinions: Passed unanimously by all Directors in attendance. |
-
38 -
-
The audit progress shall be reported to Audit Committee each quarter.
-
After the conclusion of an audit, the internal audit report shall be submitted to the Audit Committee (Independent Directors) for review before the end of the following month.
-
The Audit Office and internal units shall track and reevaluate items that require improvements as proposed in the audit opinions, discovered discrepancies, and Statement on Internal Control and submit a written report on the improvement status to the Audit Committee.
-
The evaluation of the effectiveness of the Company's internal control system and the Internal Contro System Statement are submitted to the Audit Committee for review.
-
(II) Communication between Independent Directors and internal auditors and accountants in
2023:
| 2023: | ||
|---|---|---|
| Date | Communication status | |
| January 16, 2023 Preparation meeting for the meeting of the Audit Committee |
Attendees | Independent Directors Chun-Hao Xin, Mei-Hsiang Pai, Chih-Ming Chen, and Kuang-Chih Huang, and the internal auditor Tai-HsiungMao |
| Communication items |
1. Audit execution report for October 2022 toDecember 2022. |
|
| Communication results |
No opinions in this meeting | |
| March 9, 2023 Preparation meeting for the meeting of the Audit Committee |
Attendees | Independent Directors Chun-Hao Xin, Mei-Hsiang Pai, Chih-Ming Chen, and Kuang-Chih Huang, and the accountant Ching-Lin Li |
| Communication items |
Report on communication with governance units in 2022. | |
| Communication results |
No opinions in this meeting. | |
| March 9, 2023 Preparation meeting for the meeting of the Audit Committee |
Attendees | Independent Directors Chun-Hao Xin, Mei-Hsiang Pai, Chih-Ming Chen, and Kuang-Chih Huang, and the internal auditor Tai-HsiungMao |
| Communication items |
1. Audit execution report for January 2023 to February 2023. 2. 2022 InternalControlSystemStatement. |
|
| Communication results |
No opinions in this meeting | |
| May 4, 2023 Preparation meeting for the meeting of the Audit Committee |
Attendees | Independent Directors Chun-Hao Xin, Mei-Hsiang Pai, Chih-Ming Chen, and Kuang-Chih Huang, and the internal auditor Tai-HsiungMao |
| Communication items |
Audit execution report for March 2023. | |
| Communication results |
No opinions in this meeting | |
| August 3, 2023 Preparation meeting for the meeting of the Audit Committee |
Attendees | Independent Directors Chun-Hao Xin, Mei-Hsiang Pai, Chih-Ming Chen, and Kuang-Chih Huang, and the internal auditor Tai-HsiungMao |
| Communication items |
Audit execution report for April to June 2023. | |
| Communication results |
No opinions in this meeting. | |
| November 2, 2023 Preparation meeting for the meeting of the Audit Committee |
Attendees | Independent Directors Chun-Hao Xin, Mei-Hsiang Pai, Chih-Ming Chen, and Kuang-Chih Huang, and the internal auditor Tai-HsiungMao |
| Communication items |
1. Audit execution report for July to September 2023. 2. The2024 annual auditplan. |
|
| Communication results |
No opinions in this meeting. |
-
39 -
-
IV. Key work items and implementation status of the Audit Committee for the year: 1. Regular communication of the audit report results with the internal auditor based on the annual audit plan.
-
- Communication between the Company's certifying CPA and the results of the audit of the financial statements.
-
-
Review of the Financial Report. 4. Assessment of the effectiveness of the internal control system.
-
Matters involving the personal interests of Directors. 6. Appointment, dismissal, or compensation of CPAs, as well as a review of the services provided.
-
Material asset or derivatives transaction. 8. Review of rules for assets, financial derivatives, loan provision, and endorsements and guarantees, as well as a review of transactions involving major assets, capital loans, and endorsements and guarantees.
-
Raising capital from, issuing, or private placement of equity securities. 10. Adoption or amendment, pursuant to Article 36-1 of the Securities and Exchange Act, of any handling procedures for material financial or business transactions, such as the acquisition or disposal of assets, derivatives trading, loans of funds to others, and endorsements or guarantees for others.
-
Compliance.
-
-
Note1: Where an Independent Director resigns before the end of the fiscal year, the "remark" column should be filled with the Independent Director's resignation date, whereas his/her percentage of attendance in person (%) should be calculated based on the number of meetings held by the Audit Committee and the actual number of meetings attended during his/her term of office.
-
Note2: If Independent Directors are re-elected before the end of the fiscal year, incoming and outgoing Independent Directors should be listed accordingly, and the "remark" column should indicate whether the status of an independent director is "outgoing", "incoming" or "re-elected", and the date of re-election. The actual attendance rate (%) is calculated based on the number of meetings held by the Audit Committee and the actual number of meetings attended during his/her term of office.
-
40 -
(III) Corporate governance implementation status and deviation from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons
| Assessed areas | Implementation status(Note) | Deviations from Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| I. Has the Company set and disclosed principles for practicing corporate governance according to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies? |
� |
The Company has established a set of Corporate Governance Best Practice Principles on November 6, 2015. On January 24, 2022, the fifth amendment to these Principles became effective after being approved by the Board of Directors, and were disclosed on the Market Observation Post System and the Company’s website. |
No deviation. |
|
| II. The Company's shareholding structure and shareholders' rights and interests (I) Has the Company set internal operations procedures for dealing with shareholder proposals, doubts, disputes, and litigation as well as implemented those procedures through the proper procedures? (II) Does the Company have a list of major shareholders of companies over which the Company has actual control and the list of ultimate owners of those major shareholders? (III) Has the Company established and implemented risk control/management and firewall mechanisms between it and affiliated companies? (IV)Does the Company have internal regulations in place to prevent its internal staff from trading securities based on informationyet to bepublic on the market? |
� � � � |
(I) The Company has established a set of Corporate Governance Best Practice Principles after being approved through a Board of Directors resolution, and has set up a spokesperson and acting spokesperson system as well as the [email protected] email account to effectively process shareholder suggestions or disputes. (II) The Company uses the shareholder register provided by the stock transfer agency as the source of information. The Company also pays attention to market information and changes in the shareholding status of insiders and regularly discloses information on major shareholders and the ultimate controllers of major shareholders. (III) The Company has established internal control procedures including the Procedures for Acquisition or Disposal of Assets, the Procedures for Loaning of Funds to Others, the Procedures for Making Endorsements and Guarantees, and the Regulations for the Supervision and Management of Subsidiaries after being approved by a Shareholders’ Meeting resolution. Related risk management and firewall mechanisms have also been established. (IV) The Company’s Ethical Corporate Management Operating Procedures, Ethical Corporate Management Operating Procedures and Code of |
No deviation. |
- 41 -
| Assessed areas | Implementation status(Note) | Implementation status(Note) | Implementation status(Note) | Deviations from Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
|---|---|---|---|---|
| Yes | No | Summary | ||
| Conduct, and Procedures for Handling Material Inside Information approved through a Board of Directors resolution stipulate that Board members shall recuse themselves should there be a conflict of interest with their job responsibilities. These Procedures also stipulate that Board members shall not act on information not yet disclosed to the public, or disclose this information to other persons, preventing insider trading. The Company has also stipulated in the Corporate Governance Best Practice Principles measures restricting stock transactions for insiders beginning on the date that they learn of information in the Company’s financial report, or other information on the Company’s business performance. These measures include (without limitation) restrictions on Directors conducting any stock transactions during the restriction period beginning thirty days before the annual financial report, and fifteen days before the publication of a quarterly financial report. |
||||
| III. Composition and responsibilities of the Board of Directors (I) Has the Board of Directors developed and implemented a diversity policy for the composition of its members and specific management targets? (II) In addition to establishing a Remuneration Committee and an Audit Committee, which are required by law, is the company willing to also voluntarily establish other types of functional committees? (III) Has the company established and implemented methods for assessing the performance of the Board of Directors and conducted performance evaluation annually? Does the Company submit results of assessments to the Board of directors and use results as the basis for the salary, remuneration, nomination and reappointment of individual Directors? |
� � � |
(I) Please refer to the Director Information section on page 14 to page 16 of this Annual Report, and the Disclosure on the Professional Qualifications of Directors and Independence of Independent Directors section on page 20 to page 24 for the composition diversity of the Board of Director’s and how diversity has been implemented. (II) In addition to establishing the Audit Committee and the Remuneration Committee, the Company also established the Sustainable Development Committee, Information Risk Management Committee, Occupational Safety and Health Committee and the Employee Welfare Committee. The Company shall establish other functional committees in the future based on requirements. (III) The Company has established the "Rules for Performance Evaluation of Board of Directors" which have been disclosed on the Market Observation Post System (MOPS) and the Company's website. According to Article 2 and Article 3 of the Company's "Rules for Performance Evaluation of Board of Directors", the Board of Directors shall conduct an internal performance evaluation of the Board of |
. No deviation. No deviation. No deviation. |
- 42 -
| Assessed areas | Implementation status(Note) | Implementation status(Note) | Implementation status(Note) | Deviations from Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
|---|---|---|---|---|
| Yes | No | Summary | ||
| (IV) Does the company periodically evaluate the level of independence of the CPA? |
� | Directors based on the evaluation procedures and evaluation indicators specified in the Rules. The scope of evaluation includes the evaluation of the performance of the Board of Directors as a whole, individual directors, and functional committees. The evaluation is conducted through a questionnaire. The 2023evaluation results were compiled by the Secretary of the Board and reported to the Board of Directors on March 7, 2024 as the basis for review and improvements. The results of the performance evaluation of the Board of Directors shall be used as the basis for the selection or nomination of Directors. The performance evaluation results for individual directors shall be used as the basis for their individual salary and remuneration. (IV) The Company appointed certifying CPAs who are not stakeholders of the Company. The CPA is required to recuse him/herself if his/her service or him/herself has a direct or material indirect relationship with or interest in the matter concerned. The replacement of CPAs is also in compliance with related regulations. |
In the future, the independence, competence, and professionalism of our CPAs shall be evaluated. |
|
| IV. Has the publicly-listed company appointed qualified and suitable number of corporategovernance personnel and appointed a Corporate Governance Officer to handle governance related affairs (including but not limited to providing information necessary for Directors and Supervisors to perform their duties, aiding Directors and Supervisors in complying with the laws, organizing board meetings and annual general meetings as required by law, and compiling minutes of board meetings and annual general meetings)? |
� |
The Company's Board of Directors passed a resolution on May 6, 2021 to appoint the Vice President William Li as the Corporate Governance Officer. I. Main duties of the Corporate Governance Officer: 1. Handling of matters relating to Board of Directors meetings and shareholders’ meetings in compliance with law; 2. Preparation of minutes of the Board of Directors meetings and shareholders’ meetings; 3. Assistance in onboarding and continuing education of the Directors; 4. Provision of information required for performance of duties by the Directors; 5. Assistance in the Directors' compliance of law. 6. Report to the Board of Directors on the results of the Independent Director review, which reviewed whether each Independent Director had met legal requirements for the role when they were nominated and appointed, and during their term of service. 7. Handle matters related to changes to the Company’s Directors. 8. Other matters described or established in the Articles of |
No deviation. |
- 43 -
| Assessed areas | Implementation status(Note) | Implementation status(Note) | Implementation status(Note) | Deviations from Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
|---|---|---|---|---|
| Yes | No | Summary | ||
| Incorporation or under contract. II. The corporate governance implementation in 2023 was as follows: 1. Report new amendments to regulations relevant to the Company’s business operations or corporate governance to the Board of Directors and members of Functional Committees, when necessary. 2. Assist Directors in performing their duties by providing the necessary information and arranging continuing education. 3. Review the level of confidentiality for information and business secrets, and provide any required Company information to Directors and Functional Committee members. Maintain smooth communication between Directors, Functional Committee members, and managers responsible for the Company’s business operations. 4. Responsible for matters related to the rules of procedures of Board of Directors and shareholders' meeting as well as legal compliance of resolutions. (1) Confirmation that shareholders' meetings, Board of Director’s meeting, and Functional Committee meetings comply with laws and regulations and the Company’s corporate governance best practices and rules. (2) Prepare agendas for Board of Directors and Functional Committee meetings, and notify Directors and Committee members of the agenda seven days before the meeting. Convene meetings and provide information about the meetings, send out reminders for agendas items where recusals are required, and complete the minutes for each meeting within twenty days after the meeting. In 2023, 6 meetings of the Board of Directors, 6 meetings of the Audit Committee, and 3 meetings of the Remuneration Committee were convened. (3) Handle prior registration for shareholders’ meetings, prepare meeting notices, agenda handbook, meeting minutes within the statutory period, as well as handle registration of changes due to amendment of regulations and election of Directors. (4) Review announcements of important Board of Director’s resolutions to determine whether theyconstitute a material |
- 44 -
| Assessed areas | Implementation status(Note) | Implementation status(Note) | Implementation status(Note) | Deviations from Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
|---|---|---|---|---|
| Yes | No | Summary | ||
| announcement, ensure that any material announcements are accurate and in compliance with the law, making sure that investors have been fairly provided with required transaction information. 5. Implement corporate governance affairs. 6. Purchase liability insurance for Directors and managerial officers, and report to the Board of Directors. III. Continuingeducation of theCorporateGovernanceOfficer: Date of Training Institution Course Name Course Hours 2023.06.02 Chinese National Association of Industry and Commerce 2023 Taishin Net Zero Summit 3 2023.07.04 Taiwan Stock Exchange Corporation 2023 Cathay Sustainable Finance and Climate ChangeSummit 6 2023.11.24 Securities & Futures Institute Challenges and responsibilities of the Board of Directors under corporate governance evaluation indicators and sustainable actionplans 3 The appointment, duties, and operations of the Corporate Governance Officer have been disclosed on the Company's website. |
||||
| V. Has the Company established channels for communicating with stakeholders (including but not limited to shareholders, employees, customers and suppliers), set up a dedicated stakeholder area on the company website, as well as appropriately responded to important corporate and social responsibility issues of concern to stakeholders? |
� | A Stakeholder’s Section has been set up on the Company's official website, and contact information for the Company’s spokesperson and other related business departments has been provided, in order to respond to all stakeholders (including, without limitation, shareholders, employees, customers, and suppliers) on important corporate social responsibility issues they are concerned with. Please refer to the Company's official website https://www.sunon.com/sta.aspx. |
No deviation. |
- 45 -
| Assessed areas | Implementation status(Note) | Implementation status(Note) | Implementation status(Note) | Deviations from Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
|---|---|---|---|---|
| Yes | No | Summary | ||
| VI. Has the Company hired a professional agency to handle tasks and issues related to holding the shareholder's meeting? |
� |
The Company has appointed the Transfer Agency Department of Grand Fortune Securities to handle tasks and issues related to organizing shareholder's meetings. |
No deviation. |
|
| VII. Information disclosure (I) Has the Company established a corporate website to disclose information regarding the Company's financial, business and corporate governance status? (II) Has the Company adopted other means of information disclosure (such as establishing a website in English, appointing specific personnel to collect and disclose company information, implementing a spokesperson system, and disclosing the process of investor conferences on the Company's website)? (III) Does the Company publish and report its annual financial report within two months after the end of a fiscal year, and publish and report its financial reports for the first, second and third quarters as well as its operating status for each month ahead of schedule before the specified deadline? |
� � |
� | (I) The Company has set up a website (Website address: www.sunon.com, Chinese and English versions) to disclose the Company's finance, business, and corporate governance information. Information is regularly maintained and updated. (II) The Company has set up an English website (Website address: www.sunon.com, Chinese and English versions) Information provided in the investor services section has been collected and disclosed by the Company’s Finance Department and Planning Department. The Company has also established and implemented a spokesperson system responsible for external communications. Information and video recordings of the Company’s earnings calls have been provided on the Company’s website. (III) The Company's financial reports have all been submitted to the Board of Directors after being approved by the Audit Committee within the announced period. Financial reports for the first, second, and third quarter, and monthly reports on business operations, have all been published and submitted before regulatory deadlines. |
No material discrepancy. |
| VIII. Does the Company have other information that is helpful for understanding its status of corporate governance (including but not limited to employee rights and interests, employee well-being, investor relations, supplier relations, rights of interested parties, further education sought by Directors and Supervisors, implementation of risk management policies and risk evaluation standards, implementation of customer policies, the taking out of liability insurance for Directors and Supervisors)? |
� | (I) Employee rights, interests and well-being: The Company has always valued the protection of employee rights and benefits and we maintain communication with employees as well as smooth complaint channels. We respect and protect employees' interests. The Company established the Employee Welfare Committee and the Sexual Harassment Complaint Processing Committee. We implement a pension system and provide group insurance, employee travel subsidies, bonuses for birthdays, childbirth, marriage, funeral, and performance, year-end bonus, and organize outdoor activities. We provide diverse education and training for employees and we have established an online learning platform, internal education and training, and subsidies for external training programs to encourage employees to study on the job. (II) Employee relations: Toprotect employees' health,the Companyselects |
No deviation. |
- 46 -
| a qualified hospital each year to provide employees with health | ||
|---|---|---|
| examinations and organize physical and mental health seminars. The | ||
| Company organizes family day events to relieve work pressure and let | ||
| employees' family members learn more about the Company and build | ||
| cohesiveness. | ||
| (III) | Investor relations: The Company provides full information disclosure | |
| on the Market Observation Post System and the "Investor Services" | ||
| section on the Company's website. We also provide contact information | ||
| of the Company's spokesperson and investor mailbox to maintain | ||
| harmonious relations with shareholders. | ||
| (IV) | Supplier relations: The Company has established the "Supplier | |
| Management Regulations" and established an online supplier | ||
| platform to build solid partnerships with suppliers based on the | ||
| principles of equality and reciprocity. | ||
| (V) | Stakeholder interests: The Company maintains smooth |
|
| communication channels with employees, investors, Directors, | ||
| customers, and suppliers and respect and protect their due interests. | ||
| We also established a spokesperson system to respond to investors' | ||
| questions with the aim of protecting the interests of stakeholders. | ||
| (VI) | Implementation of customer relations policies: The Company's | |
| business departments provide customers with solutions for products | ||
| and other issues and maintain smooth communication channels with | ||
| customers. | ||
| (VII) | Continuing education of Directors and Supervisors: The Company's | |
| Directors and Independent Directors are required to attend continuing | ||
| education courses and meet requirements for courses on corporate | ||
| governance. The Company continue to arrange appropriate | ||
| continuous training courses for Directors and Independent Directors. | ||
| (Please refer to the following table for the status of continuing | ||
| education) | ||
| (VIII) Implementation of risk management policies and risk assessment | ||
| standards: The Company has established the "Procedures for | ||
| Acquisition or Disposal of Assets", "Procedures for Making | ||
| Endorsements and Guarantees", and "Procedures for Loaning of | ||
| Funds to Others" as the basis for risk management and assessment for | ||
| the Company's operating units and auditing units in their execution of | ||
| related businesses. | ||
| (IX) | Status of purchase of liability insurance for Directors and | |
| Supervisors: The Companyhaspurchased liabilityinsurance for |
- 47 -
| Assessed areas | Implementation status(Note) | Implementation status(Note) | Implementation status(Note) | Deviations from Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
|---|---|---|---|---|
| Yes | No | Summary | ||
| Directors, Independent Directors, and key managerial officers, and reported the insurance purchase information to the Board of Directors on November 2, 2023. The insurance coverage period is from November 15,2023 to November 15,2024. |
||||
| IX. Please described improvements in terms of the results of the Corporate Governance Evaluation System in recent years and propose areas and measures to be given priority where improvement will be needed. (Leave this section blank if the company is not included in the evaluation process) (I) The Company was evaluated in the 10th (2023) Corporate Governance Evaluation, and received a total score of 65.99 points. Ranking among public listed companies: 66%~80% Industry: Public electronics companies with a market value of more than NT$10 billion: 61%~100% (I) The Company shall continue to evaluate and consider potential improvement plans for evaluation items where we failed to score points. (II) The Company shall prioritize the following corporate governance matters and measures for improvement: 1. Determining whether no more than two Directors of the Company are spouses or second-degree relatives. 2. The SustainabilityReport must be approved bythe Board of Directors. |
- 48 -
(1) Status of continuing education of the Company's Directors in 2023
| Title | Name | Date of course |
Organizer | Course name | Duration of the course |
Total hours of continuing education |
|---|---|---|---|---|---|---|
| Representative of institutional director |
Ching- Shen Hong |
2023/10/13 |
Securities & Futures Institute |
2023 Insider Trading PreventionSeminar |
3 hours | 9 hours |
| 2023/07/13 |
Taiwan Academy of Banking and Finance |
Corporate Governance Lecture - Company Sustainability and FamilyInheritance |
3 hours | |||
| 2023/05/22 |
Taiwan Stock Exchange Corporation |
Seminar on Sustainable Development Action Plans for Listed Companies |
3 hours | |||
| Representative of institutional director |
Fu-Ing Hong Chen |
2023/11/22 |
Securities & Futures Institute |
Sustainable Supply Chains and Circular Economy |
3 hours | 6 hours |
| 2023/10/13 |
Securities & Futures Institute |
2023 Insider Trading PreventionSeminar |
3 hours | |||
| Representative of institutional director |
Li-Ju Chen |
2023/11/22 |
Securities & Futures Institute |
Advanced Practical Seminar for Directors, Supervisors and Corporate Governance Supervisors - Talent Sustainability Challenges in the Post-PandemicEra |
3 hours | 6 hours |
| 2023/10/13 |
Securities & Futures Institute |
2023 Insider Trading PreventionSeminar |
3 hours | |||
| Representative of institutional director |
Tseng- Cheng Lin |
2023/11/22 |
Securities & Futures Institute |
Sustainable supply chains and circular economy |
3 hours | 6 hours |
| 2023/10/20 |
Securities & Futures Institute |
2023 Insider Trading Prevention Seminar |
3 hours | |||
| Representative of institutional director |
Ching- Liang Chen |
2023/11/06 |
Taiwan Corporate Governance Association |
Financial Statements and Financial Crisis |
3 hours | 6 hours |
| 2023/11/06 |
Taiwan Corporate Governance Association |
Accounting and Evaluation Topics |
3 hours | |||
| Independent Director |
Chun- Hao Xin |
2023/12/12 |
Securities & Futures Institute |
Group Tax Governance Concepts, Practices, andTools |
3 hours | 6 hours |
| 2023/11/22 |
Securities & Futures Institute |
Sustainable Supply Chains and Circular Economy |
3 hours |
- 49 -
| Title | Name | Date of course |
Organizer | Course name | Duration of the course |
Total hours of continuing education |
|---|---|---|---|---|---|---|
| Independent Director |
Mei- Hsiang Pai |
2023/11/12 | Securities & Futures Institute |
Sustainable Supply Chains and Circular Economy |
3 hours | 6 hours |
| 2023/10/20 | Securities & Futures Institute |
2023 Insider Trading Prevention Seminar |
3 hours | |||
| Independent Director |
Chih- Ming Chen |
2023/11/22 | Securities & Futures Institute |
Sustainable Supply Chains and Circular Economy |
3 hours | 6 hours |
| 2023/10/20 | Securities & Futures Institute |
2023 Insider Trading Prevention Seminar |
3 hours | |||
| Independent Director |
Kuang- chih Huang |
2023/11/22 | Securities & Futures Institute |
Sustainable Supply Chains and Circular Economy |
3 hours | 6 hours |
| 2023/10/13 | Securities & Futures Institute |
2023 Insider Trading PreventionSeminar |
3 hours |
-
50 -
-
(IV) If the Company has a Remuneration Committee, the composition and operation of the Committee shall be disclosed
Information on members of the Remuneration Committee
| April 16,2024 | April 16,2024 | |||
|---|---|---|---|---|
| Identity Type |
Criteria Name |
Professional Qualifications and Experience |
Fulfillment of Independence Criteria |
Number of other public companies in which the member also serves as a member of their compensation committee |
| Independent Director (Convener) |
Chih-Ming Chen |
Master of Social Sciences, National Sun Yat-sen University BBA, Soochow University School of Law Judge and Chief Judge, Kaohsiung District Court Judge, Taiwan High Court Kaohsiung Branch Partner, Cheng Yang Attorneys-at- Law Managing Partner, Chih-Ming Attorneys-at-Law Independent Director, Sunonwealth Electric Machine Industry Co.,Ltd. |
The individual, spouse, and relatives within the second degree of kinship do not violate the terms in Paragraph 3 and Paragraph 4, Article 26-3 of the Securities and Exchange Act, and meet the requirements in the Regulations Governing Appointment of Independent Directors and Compliance Matters for PublicCompanies. |
- |
| Independent Director |
Chun-Hao Xin |
MBA, I-Shou University Director-General, Kaohsiung County Revenue Service Bureau Director-General, Kaohsiung County Branch, National Tax Administration of Southern Taiwan Province Director-General, Pingtung Branch, National Tax Administration of Southern Taiwan Province Independent Director, Chang Wah Electromaterials Inc. Independent Director, Thinflex Corp. (Does not meet any of the conditions stated in the subparagraphs of Article 30 of theCompanyAct) |
The individual, spouse, and relatives within the second degree of kinship do not violate the terms in Paragraph 3 and Paragraph 4, Article 26-3 of the Securities and Exchange Act, and meet the requirements in the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies. |
- |
| Independent Director |
Mei-Hsiang Pai |
MBA, College of Management, National Sun Yat-sen University Master of Science, Graduate Institute of Medical Sciences, Chang Jung Christian University BBA, Soochow University School of Law Senior Consultant, Lee and Li Attorneys-at-Law Director, Rich Fountain International Corp. Supervisor, Advanced International Multitech Co., Ltd. |
The individual, spouse, and relatives within the second degree of kinship do not violate the terms in Paragraph 3 and Paragraph 4, Article 26-3 of the Securities and Exchange Act, and meet the requirements in the Regulations Governing Appointment of Independent Directors and Compliance Matters for PublicCompanies. |
- |
- 51 -
Operation of Remuneration Committee
-
I. The Company's Remuneration Committee is comprised of three members.
-
II. Current term for the members: July 1, 2021 – June 30, 2024; a total of 3 (A) meetings of the Remuneration Committee were held in the most recent year (2023). The members' qualifications and attendance were as follows:
| Title | Name | Attendance in person (B) |
Attendance by proxy |
Attendance rate (%) (B/A) |
Remarks | |
| Convener | Mei-Hsiang Pai | 3 | 0 | 100% | None | |
| Committee member |
Chun-Hao Xin | 3 | 0 | 100% | None | |
| Committee member |
Chih-Ming Chen | 3 | 0 | 100% | None | |
| Other I. II. III. IV. |
matters required to be recorded: In the event the Board of Directors does not adopt or wishes to amend the proposals of the Remuneration Committee, please state the date and number of the Board meeting, the content of the proposals, resolution from the Board of Directors, and the method the opinion from the Remuneration Committee was handled (e.g., if the salaries and compensations approved by the Board was higher than the suggested levels from the Remuneration Committee, please state the differences and reasons): None. If a member opposes a resolution the Committee has adopted or has reservations with a written record or a statement, the date and session of the meeting, the resolution, opinions of all the members, and the handling of their opinions shall be indicated: None. Discussions and resolutions made by the Remuneration Committee and the Company's handling ofopinions of the Committeemembers: Date Discussion items Resolutions The Company's response to opinions of the members January 16, 2023 1. The 2022 year-end bonus for managerial officers Passed by all members of the Committee in attendance Submitted to the Board meeting and passed unanimously by all Directors in attendance March 9, 2023 1. The 2022 remuneration distribution proposal for Directors and employees. 2. The 2022 employee remuneration for managerial officers Passed by all members of the Committee in attendance Submitted to the Board meeting and passed unanimously by all Directors in attendance November 2, 2023 1. Amendment of Employee Remuneration Regulations Passed by all members of the Committee in attendance Submitted to the Board meeting and passed unanimously by all Directors in attendance The Company's Remuneration Committee shall consist of no fewer than three members appointed byresolutionof theBoard of Directors. One shallserveasthe convener. |
- 52 -
The term of the members of the Remuneration Committee shall be the same as that of the Board of Directors by whom they were appointed.
If the size of the Remuneration Committee is reduced below three due to the dismissal of one of the members, the Board of Directors shall convene a meeting and appoint additional Committee members within three months after the shortfall occurs.
-
V. Roles and Responsibilities of the Remuneration Committee
-
(I) Stipulate and review regularly the compensation policies, systems, standards and structures, and performance of directors and managers.
-
(II) Regularly review and adjust directors' and managers' remuneration.
Information on Members of the Nominating Committee and Operations: The Company does not have a Nominating Committee.
- 53 -
(V) Implementation status of sustainable development, deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and reasons thereof
| Assessed areas | Implementationstatus | Implementationstatus | Implementationstatus | Deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof |
|---|---|---|---|---|
| Yes | No | Summary | ||
| I. Has the company established a governance structure for sustainable development, established an exclusively (or concurrently) dedicated unit to implement sustainable development, and have senior executives appointed by the Board of Directors to be in charge of corporate social responsibility and to report the implementation status to the Board of Directors? |
� |
The Company established the "Sustainable Development Committee" in April 2022 to take charge of promoting the Company's sustainable development tasks. The Chairman serves as the chair and the Corporate Governance Officer serves as the Chairman of the Committee. They jointly review the Company's core business capabilities with senior managers of different fields and establish medium to long-term sustainable development plans. ESG activities and results as well as future plans and prospects are reported to the Board of Directors each quarter (date of reports made to the Board of Directors in 2023: March 9, May 4, August 3, and November 2) The Sustainable Development Committee serves as an inter-departmental communication platform integrating top and bottom and connecting horizontally. It is responsible for the establishment and amendment of related systems and regulations for sustainable development, supervision of the Company's sustainable development strategies and plans, regular follow-up and evaluation of the sustainable development progress and effectiveness, and ensuring the full implementation of the sustainable development strategy in the Company's day-to-day operations. Implementation results for 2023 (1) Identify sustainability issues that require attention, and create action plans to address these issues. (2) Amend goals and policies on sustainability-related issues. (3) Identifying and building consensus for material issues described in the Group’s ESG Sustainability Report. (4) Education and training for greenhouse gas inventory system. (5) Established energy management system (ISO 50001). (6) Obtained ISO27001 international certification. (7) Begin plans for reducing supply chain. (8) Participated in the Big Leading the Small Subsidy Program created by the Industrial Development Administration of the Ministry of Economic Affairs. (9) Participated in the science-based targets initiative (SBTi) for setting carbon reduction targets. The Board of Directors reviews and supervises the Company's sustainable development strategy and the progress of various projects, providing guidance when necessary. |
No deviation. |
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| Assessed areas | Implementationstatus | Implementationstatus | Implementationstatus | Deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof |
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|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||
| II. Does the Company have a unit that specializes (or is involved) in CSR practices? Is the CSR unit run by senior managerial officers and reports its progress to the Board of Directors? |
� |
Based on the international A1000 SES standards for stakeholder engagement, and taking into consideration domestic and foreign development trends for sustainability issues and business needs, the Sunonwealth Sustainable Development Committee has defined who our stakeholders are. These stakeholders include our employees, investors (shareholders), customers, suppliers, residents and groups living in our community, manufacturers whom we work together with, government agencies and departments, non-profit organizations, and our peers in the electronics industry. |
No deviation. | |||
| Object of communications |
Communications method/frequency |
Communication results |
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| Employees | �Interactive meetings (union meetings)/monthly �Employee complaints mailbox/ad hoc �Announcement of rules and regulations/ad hoc �Employee Welfare Committee/monthly �Occupational Safety and Health Committee/quarterly �Supervisory Committee for Workers' Retirement Reserve Funds/ad hoc �Sexual Harassment Complaints Committee/ad hoc |
In terms of employee benefits and remuneration, the Company has established the most transparent promotion methods and assessment mechanisms. Promotion criteria are reviewed twice a year, and we do our best to meet our employee’s expectations for remuneration. For occupational safety and health, the Company regularly audits the environment, safety, and health of our factory areas every year. We have also established multiple |
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| Assessed areas | Implementationstatus | Deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof |
||||
|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||
| channels for employees to report complaints. In terms of career development and education and training, the Company has prepared comprehensive new employee training courses and professional training roadmaps for each professional skill, enhancing the skills of our employees and building human capital. |
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| Investors (shareholders) |
�Shareholders’ Meeting/annual �Board of Directors meeting/quarterly �Issue of the Company's Annual Report and Sustainability Report/annual �Financial reports audited by a CPA/quarterly �Material information announced on the Sunonwealth website/ad hoc �Material information announced on the Market Observation Post System/ad hoc |
The Company convenes a Shareholders' Meeting every year to listen to suggestions from shareholders. Board of Director’s meetings are also convened once a quarter, and we regularly report on the Company’s governance policies and metrics to the Board of Directors. Additionally, the Company’s Annual |
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| Assessed areas | Implementationstatus | Deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof |
||||
|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||
| �Announcements or declarations made pursuant to the regulations of the competent authority/ad hoc |
Report and Financial Report are published pursuant to regulations. We also voluntarily publish a Sustainability Report, disclosing our sustainable development results andpolicies. |
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| Customers | �Product/technical conferences/annual �Participation in supplier conferences organized by customers/annual �Website product introductions and descriptions/ad hoc �Product Catalog/ad hoc �Regular customer interviews and customer visits/ad hoc �Customer satisfaction survey/annual �Social network platforms (Sunonwealth Green Lifestyle News)/ad hoc �YouTube (SUNON Green Life, Sunonwealth)/ad hoc |
The overall satisfaction score found by the annual customer satisfaction survey has met our standards each year. |
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| Supplier | �Open tender and tender opening/ad hoc �Contract terms and related provisions/ad hoc �Supplier system/Daily �Supplier meetings (seminars)/ad hoc |
In response to economic fluctuations and market demand, the Company negotiates with suppliers on the specifications, |
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| Assessed areas | Implementationstatus | Deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof |
||||
|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||
| �Supplier quality evaluation/daily �Supplier cost, technology and service evaluation/quarterly �Supplier audit/biennial |
procurement terms, and prices for raw materials from time to time. During these talks, the Company also mutually shares and discusses market information for the industry with suppliers. |
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| Community residents and groups |
�Sunonwealth Charity Foundation �Social network platforms (Sunonwealth Lohas Planet, Sunonwealth Green Lifestyle News, Sunonwealth Charity Foundation)/ad hoc �Inspirational and care activities/ad hoc Blood donation activities/ad hoc �Collective office building management committee meeting/monthly �Organize factory tours/ad hoc �Local job recruitment events or job fairs/irregular |
The Company hosts charity events from time to time, in order to give back more love and care to the community. We have also established multiple open social media platforms for communicating with the public. |
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| Supporting contractors |
�Supporting contractor evaluation/annual �Communications and on- site inspection/ad hoc �Hold industrial safety education and training/ad |
The Company holds communication meetings with supporting contractors from time to time. In |
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| Assessed areas | Implementationstatus | Deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof |
||||
|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||
| hoc �Safety inspections/ad hoc �Engineering and construction outsourcing contracts/ad hoc |
addition to discussing contract outsourcing prices and amendments to the common contract clauses, the Company also actively communicates and promotes matters related to industrial safety and supporting contractor management. |
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| Government agencies and departments, and non-profit organizations |
�Environmental impact assessment implementation, and reporting assessment to the competent authorities for acknowledgement/ad hoc �Interacting and communicating with the competent authorities on the Company’s business operations/ad hoc �Submitting data and paying taxes/ad hoc �Inspections from government agencies/ad hoc �Seminars and symposiums/ad hoc �Interacting and communicating with experts and academics/ad |
The Company has assigned relevant units to regularly participate in the discussion sessions hosted by government agencies or departments on policies, laws, and regulations, providing suggestions for how these policies, laws, and regulations can be implemented. |
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| Assessed areas | Implementationstatus | Deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof |
||||
|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||
| hoc �Participate in policy information sessions/regulatory conferences held by government agencies/ad hoc |
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| Electronics industry peers |
�Announce information through industry group, association, and society meetings/ad hoc �Announce information through interactions with and visits to peers in the electronics industry/ad hoc �Information and data submissions, and information releases/irregular |
The Company has long maintained good interactions with our electronics industry peers, and actively participates in various industry and academic conferences. Through mutual exchanges and collaborations, we are able to obtain the latest information on technological development and policies within the industry, serving as a sound foundation for expanding our own business operations and strategic collaborations. |
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| III. Environmental issues (I) Has the Company established a proper environmental management system based on the characteristics of the industry? |
� |
(I) The Company and our subsidiaries have all established environmental management systems in compliance with ISO14001 and hazardous substance management systems in compliance with IECQ QC 080000. We have also continued to obtain third-party verification of our compliance with these standards,and have carried out annual |
No deviation. |
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| Assessed areas | Implementationstatus | Deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof |
|||
|---|---|---|---|---|---|
| Yes | No | Summary | |||
| (II) Does the company endeavor to utilize energy more efficiently and use renewable materials that have low impact on the environment? (III) Does the company evaluate the potential risks and opportunities in climate change with regard to the present and future of its business, and take appropriate action to address issues? |
� � |
(II) (III) |
greenhouse gas emissions inventories in compliance with the ISO14064-1 standards in order to track and reduce our emissions, which have been publicly disclosed in our Sustainability Report and on our website. (https://www.sunon.com/csr.aspx) Kaohsiung Plant, Kunshan Plant, Sunon Electronic (Bei Hai), and Lizhun Electronic (Bei Hai), and the Philippines Plant have passed ISO 14001: 2015 (the effective period is September 3, 2023 to January 14, 2026) and IECQ QC080000 (the effective period is May 10, 2023 to April 6, 2026). The Company has actively promoted various energy reduction measures and chosen to use high energy efficiency and energy conserving equipment, reducing the total energy consumed by the Company and our products. We have also expanded our consumption of renewable energy, optimizing our energy use efficiency. Total electricity consumption in the past 2 years: Unit: 1,000 kWh/year Year Total electricity consumption 2023 39,235,353 2022 39,507,084 The total electricity consumed by the Company and our subsidiaries in 2023 decreased by 271,731 thousand kWh compared to 2022, a decrease of 0.69%. The raw materials used by the Company comply with the EU's RoHS, REACH, and halogen-free regulations. Materials are recycled and reused, and the pollution produced during our production process has been reduced, reducing our impact on the environment. The Company's Corporate Sustainable Development Committee is the highest-ranking organization for climate change management. The Chairman serves as the chair and the Vice President serves as the chairman. They review the Company's climate change strategies and goals, manage climate change risks and opportunities, and examine the implementation status and discusses future plans each year. They lead the four major functional organizations for environmental protection, governance, supply chain, and HR in implementing climate change management tasks and regularly report to the Board of Directors. The Companyidentifies short,medium,and long-term climate risks |
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| Assessed areas | Implementationstatus | Implementationstatus | Implementationstatus | Deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof |
|---|---|---|---|---|
| Yes | No | Summary | ||
| (IV) Does the company take inventory of its greenhouse gas emissions, water consumption, and total weight of waste in the last two years, and implement policies on greenhouse gas reduction, water use reduction, or waste management? |
� |
and opportunities in accordance with the Recommendations of the TCFD published by the Financial Stability Board (FSB). We also identify feasible opportunities and develop countermeasures at the same time. The detailed descriptions of the Company's climate change risks and opportunities have been disclosed in the Company's Sustainability Report. (https://www.sunon.com/csr.aspx) (IV) 1. All plants and subsidiaries of the Company completed the 2023 greenhouse gas inventory and product carbon footprint inventory and verification. We actively strengthen our policies, tools, and capabilities for responding to climate change to monitor and manage greenhouse gas emissions. Greenhouse gas emissions in the past 2 years: Unit: metric tons Year Scope 1 Scope 2 Total 2023 2,314.3 19,836.7 22,151.0 2022 2,148.7 22,281.1 24,429.8 The total greenhouse gases emitted by the Company and our subsidiaries in 2023 totaled 22,151.0 metric tons of CO2e, mainly Scope Two indirect emissions from electricity use. These emissions account for approximately 89.6% of our total emissions. Total greenhouse gas emissions in 2023 were lower by 2,278.8 metric tons of CO2e compared to the 24,429.8 metric tons of CO2e emitted in 2022. This decrease was mainly due to the increased use of renewable energy at our overseas plants, allowing us to achieve the Group’s overall greenhouse gas emissions reduction target. 2. The Company has paid close attention to environmental issues on the conservation of water resources. We have implemented water conservation plans, including comprehensive water conservation measures for water consumed during daily life activities, in order to optimize available water resources. |
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| Assessed areas | Implementationstatus | Implementationstatus | Deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof |
|||
|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||
3. |
Water consumption in | |||||
| Year | Total water consumption | |||||
| 2023 | 299.54 | |||||
| 2022 | 311.81 |
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| Assessed areas | Implementationstatus | Implementationstatus | Implementationstatus | Deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof |
|---|---|---|---|---|
| Yes | No | Summary | ||
| metric tons of waste in 2023, an increase of 20.7% compared to the 110.684 metric tons produced in 2022. In order to more effectively use resources, we have continued to adopt waste reduction and management measures to reduce output of hazardous industrial waste and increase reuse of recyclable waste. In the short term, we shall complete proper classification of waste and define clear procedures for processing waste by 2025, aim to reduce our industrial waste intensity by 2030 in the medium- term, and in the long-term improve industrial waste disposal efficiencyby2050. |
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| IV. Social issues (I) Has the Company formulated appropriate management policies and procedures according to relevant regulations and the International Bill of Human Rights? |
� |
(I) The Company has acknowledged and voluntarily complied with international human rights standards including the Universal Declaration of Human Rights, the UN Global Compact, the UN Guiding Principles on Business and Human Rights, and the UN International Labor Organization. We have also complied with labor laws and regulations, established an RBA Code of Conduct, and implemented measures pursuant to this Code of Conduct. Please refer to the Company’s website for more information and our human rights certifications. The Company's human rights management policies and specific human rights measures are summarized as follows: Human rights managementpolicy Specific measures 1. Provide a safe and healthy working environment 2. Help employees maintain their physical and mental health, and work-life balance 1. Implemented pursuant to the Working Environment and Employee Personal Safety Protection Measures. 2. Ordinary employees enjoy flexible working hours from 8:30-9:00. Employees with children under three years old are entitled to one hour of child care leave per day. Arrange for monthly doctor’s visits. |
No deviation. |
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| Assessed areas | Implementationstatus | Implementationstatus | Deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof |
|||
|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||
| (II) Has the Company established and implemented reasonable employee benefits (including remuneration, leave, and other benefits), and ensured business performance or results are reflected adequately in employee remuneration? |
� |
(II) |
3. Implement the Three Highs Policy, providing a high salary, high career development, and high care |
3. Employee bonus and incentives system. Comprehensive and smooth promotion pipeline. |
||
| Prohibitions on forced labor, compliance with local government labor laws |
Implement a vacation system, and encourage employees to prioritize work-life balance. |
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| Investigate whether suppliers have implemented human rights policies |
Invite each supplier to fill in the self-evaluation form provided in the RBA Code of Conduct Manual. 100% of suppliers submitted the form in 2023. |
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| Assessed areas | Implementationstatus | Deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof |
|||
|---|---|---|---|---|---|
| Yes | No | Summary | |||
| allocates 0.01% of the Company's total revenue as welfare funds for the year, planning for and providing various high-quality employee welfare benefits. They include: Welfare benefits such as employee vacation travel allowances, dinner party allowances, wedding gifts, birthday and three traditional holiday bonuses, family day events, and children education scholarships... etc. In terms of employee leave, employees receive two days off per week, and paid leave is provided pursuant to the Labor Standards Act. Employees can also apply for an unpaid leave of absence should they require a longer period of leave due to childcare needs, major injuries or illnesses, or other major incidents, allowing them to take care of their personal or family needs. Diversity and equality at the workplace: Achieve equal work compensation and equal promotion opportunities for men and women for performing the same work, promoting sustainable and inclusive economic growth. In 2023, 52% of the Company’s employees are female, and 41% of managers are female. The Company attaches great importance to employee rights and welfare. We share surplus profits with our employees, maintain a good working environment, and provides comprehensive physical and mental care for all groups: (1) The Company has reached 133% of our employment target for employees with disabilities, and we have created customized job responsibilities, work environments, and work facilities for these employees. (2) Implement friendly workplace measures for empowering women, allowing employees of all genders to work in harmony. Business performance is reflected in employee salaries Article 29 of the Articles of Incorporation Should the Company make a profit for the year, at least 2% of this profit shall be allocated as employee remuneration, and no more than 5% of this profit shall be allocated as directors’ remuneration. However, if the Company has accumulated losses, the Company shall set aside a part of the surplus profit first for making up the losses. The recipients of employee remuneration in the form of shares or cash must include employees of the Company who meet a set of specific criteria. |
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| Assessed areas | Implementationstatus | Deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof |
|||
|---|---|---|---|---|---|
| Yes | No | Summary | |||
| (III) Does the Company provide a safe and healthy working environment and provide employees with regular safety and health training? |
� |
Overall salary policy The Company adjust salaries after taking into consideration market salary surveys conducted every year, basing changes on market salary levels, economic trends, and the performance of each employee, in order to continue offering competitive salaries. In 2023, the Company adjusted salaries by an average for 3-4% for both management and non-management positions in the Taiwan region. (III) 1.The Company pays close attention to the physical health of all employees and safety in the work environment. In addition to regular health examination for employees each year, the Company also works with hospitals to provide employees with consultation and care services for their physical and mental health to create a healthy workplace. We implement inspections through management by wandering about in the workplace and propose improvement plans for areas with potential risks or individual cases with the aim of improving safety in the workplace environment. 2. In 2023, the disabling injury frequency rate (FR) in Taiwan was 0 and the disabling severity rate (SR) was 0. The Company conducts individual reviews of occupational injuries in the workplace and implements solutions across the board to implement improvements and prevent recurrence of similar incidents. 3. The Company organized an emergency escape drill in the first half and the second half of 2023. The drills included personnel evacuation, explanation of the operation of fire safety facilities, guidance for personnel evacuation meeting points in response to extreme weather, and functional drills of the emergency response teams. 4. Each work site in Taiwan conducts CO2 gas concentration measurements every six months in accordance with local regulations to monitor the air quality in the workplace and to maintain a comfortable workplace environment for employees. 5. Each work site in Taiwan conducts measurements of hazardous factors (hazardous gas and noise) every six months in accordance with local regulations to monitor the air quality in the workplace and to ensure safety and health in the workplace environment for employees. |
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| Assessed areas | Implementationstatus | Implementationstatus | Deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof |
||||
|---|---|---|---|---|---|---|---|
| Yes | No | Summary | |||||
| (IV) Has the Company established an effective career development and capability training program for employees? |
� | (IV) |
6. The Company and its subsidiaries have obtained ISO45001 certification (August 24, 2023 to December 30, 2025). 7.Workplace safetytrainingand awareness in thepast two years Year Training participants Training hours 2023 32,117 286,191 hours 2022 19,450 278,055 hours 8. The number of fire incidents in 2023 was 0. Fire evacuation drills are conducted twice a year, and annual fire inspection and maintenance reports are submitted to the fire department for acknowledgement. Hazard identification cards (H CARD) have been created. The Company develops training system courses in four major categories including new employees, professional functions, management functions, and self-development. We also promote training courses and projects in different areas based on the Company's annual objectives to continuously improve organizational competitiveness and employee functions. The talent development quality management system received the Gold Medal Certification in the Talent Quality-management System (TTQS) from the Workforce Development Agency, Ministry of Labor. Career trainingin thepast twoyears Year Training participants Training hours 2023 42,940 307,696 2022 41,516 458,818 The Company has established a digital online learning platform and continues to develop digital courses for employees to learn at anytime from anywhere. Online learningcourses for the past two years Year Number of students 2023 20,311 2022 12,159 |
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| Year | Number of students |
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| 2023 | 20,311 | ||||||
| 2022 | 12,159 | ||||||
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| Assessed areas | Implementationstatus | Implementationstatus | Deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof |
|||
|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||
| (V) Do the company’s products and services comply with relevant laws and international standards in relation to customer health and safety, customer privacy, and marketing and labeling of products and services, and are relevant consumer or customer protection and grievance procedure policies implemented? (VI) Does the Company establish supplier management policies, which require suppliers to observe relevant regulations on environmental protection, occupational safety and hygiene, or labor and human rights? If so, describe the implementation results. |
� � |
(V) (VI) |
The Company has followed relevant laws, regulations, and international norms in terms of the marketing and labeling of products and services. The international norms include compliance with CE, UL, QC080000, ITAF16949, the EU's REACH and RoHS regulations, and ban on conflict minerals. The Company has met all regulatory requirements. The Company fully respects customers' privacy and abides by confidentiality agreements and the Personal Data Protection Act. We use the refined designs and applications of the information security system and emphasize data/information confidentiality and unlinkability of the purpose of use to ensure the confidentiality of the data/information. We set up a customer service section and provide a channel for dedicated personnel to process complaints. We also conduct customer satisfaction surveys to protect the rights and interests of our customers. The suppliers that the Company had worked together with in 2023 have met 100%of the followingcriteria. |
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| Supplier evaluation |
All suppliers must pass the supplier evaluation, and complywith theSupplierCode ofConduct. |
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| Suppliers of raw materials for the Company’s production processes must have obtained ISO9001 quality management system certification. |
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| Contractors for plant operations and other related operations must have obtained ISO45001 occupational safety and health management system certification. |
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| Responsible Business Alliance (RBA) Code of Conduct supplier evaluation. 100% of suppliers have submitted the supplier declaration and self-evaluation documents. |
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| Suppliers must have obtained valid factory registration certificates issued by the government and the ISO14001 environmental management certification,based on their business category. |
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| Green supplychain management: TheCompany |
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| Assessed areas | Implementationstatus | Implementationstatus | Deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof |
|||
|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||
| has implemented the hazardous material management system IECQ QC 080000, established a hazardous substance management system, and implemented the green product management system. |
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| Supplier audits |
The Company implements annual supplier evaluations and continuously assesses suppliers. The supplier evaluations include evaluations of supplier quality, delivery, service, and technology, in order to improve our overall supply chain competitiveness. No suppliers were disqualified according to the results of the 2023 supplier audit. |
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| Please refer to the Company’s Sustainability Report for more information on sustainable supply chain management and implementation. |
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| V. Does the company reference internationally accepted reporting standards or guidelines, and prepare reports that disclose non-financial information of the company, such as sustainability reports? Does the company obtain third-party assurance or guarantees for the reports above? |
� |
The Company's Sustainability Report complies with the GRI Standards issued by the Global Sustainability Standards Board (GSSB), the Standards for the Electrical & Electronic Equipment Industry issued by the Sustainability Accounting Standards Board (SASB), and the Task Force on Climate-Related Financial Disclosures (TCFD) framework published by the Financial Stability Board (FSB). As of the publication date of this Annual Report, the 2023 Sustainability Report is being assured, and complete assurance information shall be disclosed in the Sustainability Report. The 2022 sustainability report has been assured. Please refer to the Company’s SustainabilityReport for the verification methods and results. |
No deviation. | |||
| VI. If the company has established sustainable development best-practice principles based on the "Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies," describe the implementation and any deviations from such principles: The Board of Directors approved the establishment of the "Corporate Social Responsibility Best Practice Principles" in November 2015 and revised the Principles in March 2017, January 2022 and March 2023. The Principles were renamed the Sustainable Development Best Practice Principles to strengthen the implementation of corporate social responsibility. The Companyregularlyreviews the implementation of the Principles and makes improvements accordingly. There have been no major deviations. |
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| VII. Other key information useful for explaining status of the Company's sustainable development practices: The former Chairman of the Company founded the "Shehng-Yuan Children Development and Adult Support Services Center" to take care of children with severe disabilities and founded the "Sunonwealth Charity Foundation" to organize various charity events (donations to the disadvantaged, regular care for low-income households and children's welfare) to contribute to social welfare. He alsopromoted the_Liao-Fan's Four Lessons_topurify people's minds. Our employees are also dedicated to charityactivities. |
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Climate information of public companies
Implementation status of climate-related information
| Implementation status of climate-related information | |
|---|---|
| Item | Implementation status |
| 1. Describe the supervision and governance of climate-related risks and opportunities by the Board of Directors and the management. |
Board of Directors Members of the Board of Directors have long been concerned about climate change, and each member has a full understanding of the importance and impact of climate change. The Sustainability Committee reports progress on climate-related management measures to the Board of Directors every quarter, including information on supply chain reduction plans, education and training on greenhouse gas inventory systems, participation in evaluations under the International Carbon Disclosure Project (CDP), and external evaluation results. Date of reports made to the Board of Directors in 2023: March 9, May 4, August 3, and November 2. Management The Sunonwealth Sustainability Development Committee, under the supervision of the Board of Directors, is the highest-level sustainable development unit within Sunonwealth. The Chairman of the Board of Directors serves as the Chairman of the Sustainability Development Committee, the Vice President serves as the Chief Sustainability Officer, and an executive secretary has been appointed. Four task groups have been established under the Committee, each responsible for different functions and responsibilities: the Environmental Sustainability Task Group, the Supply Chain Management Task Group, the Human Resources and Society Task Group, and the Corporate Governance Task Group. The Chief Sustainability Officer coordinates these four task groups to implement the Company’s sustainable operations philosophy. |
| 2. Describe how the identified climate risks and opportunities affect the business, strategy, and finances (short, medium, and long-term) of the Company. |
Sunonwealth mainly identifies the operational and financial impact caused by prioritized transformation and physical risks, and discusses short-term, medium-term, and long-term operational strategies and countermeasures for these risks. Short-term is defined as within the next 3 years, medium-term as within the next 10 years, and the long-term as more than 10 years ahead in the future. The Company has created response plans for the main risks and opportunities identified. Using the carbon tax/carbon fee as an example, the Company has predicted that these fees shall cause operating costs to rise in the future, reducing profits. Therefore, the Company has begun proactively participating in the Science-Based Target Initiative (SBTi). In the future, we shall set reduction targets in line with the scenario of controlling temperature increase to within 1.5°C, and have pledged to halve carbon emissions by 2030, and achieve net zero carbon emissions by 2050. For information on other risks and opportunities, please refer to the Company's Sustainability Report. |
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| Item | Implementation status |
|---|---|
| 3. Describe the financial impact of extreme climate events and actions for transformation |
Physical risks may cause production plants to be shut down due to power outages, cause weather conditions that prevent production employees from getting to work, cause flooding leading to financial losses, and disrupt transportation by damaging roads, among other impacts. Transition efforts shall also cause operating costs to rise due to the introduction of the Carbon Border Adjustment Mechanism (CBAM) and carbon taxes, and lead to higher R&D costs due to the adoption of innovative green technologies. These changes shall result in higher expenditures, impact the value of our existing assets or lead to assets being written off, and increases to our debt liabilities. However, a successful transition would also lead to higher long-term profits and benefit corporate sustainability development. |
| 4. Describe how climate risk identification, assessment, and management processes are integrated into the overall risk management system. |
The Company has coordinated different internal departments to jointly review the internal and external risks facing the Company, compile a list of various risk items including risks related to our business strategy, operations, finances, or to disasters, and assess the likelihood and severity of each risk. Risk response measures have been promoted, ensuring that risk management plans and related measures for controlling risk are effective. Together with the Company’s internal audit functions, these actions shall ensure that all of the Company’s operational risks have been effectively controlled. |
| 4. If scenario analysis is used to assess the resilience to climate change risks, describe the scenarios, parameters, assumptions, analysis factors, and main financial impacts used in the analysis. |
The Company does not currently conduct scenario analysis assessments. |
| 6. If the Company has a transformation plan for managing climate-related risks, describe the contents of the plan and the metrics and targets used to identify and manage the physical and transformation risks. |
In order to achieve net zero carbon emissions by 2050, Sunonwealth has created a low-carbon transition plan targeting direct emissions from business operations (Scope One), indirect emissions from energy use (Scope Two), and indirect emissions caused by our value chain (Scope Three). Plan details include: I. Continue to proactively and independently reduce carbon emissions - continue developing product technologies for efficient motors with energy conservation advantages, energy productivity, and usage efficiency. II. Use entirely renewable energy: The Company has set a two-stage goal of using 50% renewable energy by 2030 and 100% renewable energy by 2050, greatly increasing the proportion of renewable energy that we use. The Company shall also promote these measures to the supply chain, taking concrete action to support the low- carbon energy transition. III. Invest in net zero carbon emissions technologies: The Company shall invest into net zero carbon emission technologies and participate in carbon offset projects to offset unavoidable carbon emissions, or emissions that cannot be avoided with current technological limitations. |
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| Item | Implementation status |
|---|---|
| 7. If internal carbon pricing is used as a tool for planning, describe the basis of the pricing. |
The Company has already taken into consideration international carbon market prices, the carbon prices set by greenhouse gas regulations, and the Company's internal carbon reduction costs to create an internal carbon price. This price is used as a reference for carbon reduction management and planning. |
| 8. If climate-related targets are set, describe the activities they cover, the scope of greenhouse gas emissions, planned schedule, and the annual progress. If carbon offsets or renewable energy certificates (RECs) are used to achieve the target, describe the source and quantity of carbon credits to be used for the offsetting or the quantity of renewable energy certificates (RECs). |
Sunonwealth has announced that we shall achieve net zero carbon emissions by 2050, and has set climate goals for water and energy usage, greenhouse gas emissions, and development of low-energy consumption product technologies. |
| 9. Greenhouse gas inventory and assurance conditions, reduction goals, strategies, and specific action plans (separately describe in sections 1-1 and 1-2). |
Greenhouse gas inventory and assurance, reduction targets, strategies, and specific action plans are as described in the table below. |
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1-1 Greenhouse gas inventory and assurance conditions for the Company in the past two years 1-1-1 Greenhouse gas inventory information
Describe the emitted volume (metric tons CO2e), intensity (metric tons CO2e/million yuan), and data scope for greenhouse gases in the past two years.
| Greenhouse gas emissions in the past two years | Greenhouse gas emissions in the past two years | Greenhouse gas emissions in the past two years | |||
|---|---|---|---|---|---|
| Year | Scope 1 (tons CO2e) |
Scope 2 (tons CO2e) |
Scope 3 (tons CO2e) |
Total emissions (tons CO2e) |
Intensity (tons CO2e/NT$ millions) |
| 2023 | 2,314.2545 | 19,836.6611 | 239,155.6908 | 261,306.6064 | 20.233 |
| 2022 | 2,148.6590 | 22,281.1582 | 158,673.7640 | 183,103.5812 | 13.020 |
The organization’s boundaries this year includes the following locations: Sunonwealth Electric Machine Industry Co., Ltd. (Kaohsiung headquarters, Kaohsiung Factory, and Taipei Office), Sunon Electronic (Kunshan) Co., Ltd., Sunon Electronic (Bei Hai) Co., Ltd., Lizhun Electronic (Bei Hai) Co., Ltd., Sunon Electronics Philippines Corp., Sunon INC., Sunon SAS., Sunon Electronics India Private Limited.
Reporting boundaries include Category 1 (stationary emission sources, mobile emissions sources, fugitive emissions sources, and manufacturing emissions sources), Category 2 (electricity procured from external sources), Category 3 (upstream shipping, business travel), and Category 4 (product procurement, fuel and energy sources procured from external sources, disposal and cleaning of waste materials) emissions. Category 5 and Category 6 emissions were determined to be insignificant sources of emissions for the Company pursuant to the significance assessment criteria for the greenhouse gas inventory, and so were not included in this year’s inventory.
-
Note 1: Direct emissions (Scope One, directly emitted by sources owned or controlled by the Company), indirect emissions from energy (Scope Two, indirect greenhouse gas emissions from the electricity, heat, or steam consumed) and other indirect emissions (Scope Three, emissions generated by the Company’s activities which are not indirect emissions from energy, but are generated from emission sources owned or controlled by other companies).
-
Note 2: The data boundaries for direct emissions and indirect emissions from energy shall be processed based on the schedule set forth in Article 10, paragraph 2 of the Standard. Information on other indirect emissions may be voluntarily disclosed.
-
Note 3: Greenhouse gas inventory standards: Greenhouse Gas Protocol, or the ISO 14064-1 standards published by the International Organization for Standardization (ISO).
-
Note 4: The intensity of greenhouse gas emissions may be calculated based on the product/service unit, or on revenues. However, the Company must at least provide data calculated based revenues (NT$ million).
-
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1-1-2 Greenhouse Gas Assurance Information
Describe how assurance operations have been conducted in the past two years as of the date of publication of the Annual Report, including the assurance scope, the organization providing assurance, assurance standards, and the assurance opinions issued.
As of the publication date of this Annual Report, data for 2023 is currently being assured by the responsible assurance organization, and complete assurance information shall be disclosed in the Sustainability Report.
Assurance has been completed for 2022, and the report is assured to have met GRI and SASB standards. Type 1 moderate assurance has been carried out by DNV (DNV GL Business Assurance Co., Ltd.) pursuant to the AA1000AS v3 standards. Please refer to the Company’s Sustainability Report for the assurance methodology and results.
-
Note 1: Process based on the schedule set forth in Article 10, paragraph 2 of the Standards. Should the Company fail to obtain a complete assurance opinion for its greenhouse gas emissions before the date of publication of the Annual Report, state that “complete assurance information shall be disclosed in the Sustainability Report”. Should the Company not have prepared a Sustainability Report, it should state that “complete assurance information shall be disclosed on the Market Observation Post System”. The Company should then also disclose complete assurance information in its Annual Report the following year.
-
Note 2: The assurance institution must meet the regulations for assurance in the Taiwan Stock Exchange Corporation Rules Governing the Preparation and Filing of Sustainability Reports by TWSE Listed Companies and Taipei Exchange Rules Governing the Preparation and Filing of Sustainability Reports by TPEx Listed Companies.
-
Note 3: Please refer to the best-practice templates of the Corporate Governance Center, Taiwan Stock Exchange Corporation for the information to be disclosed.
1-2 Greenhouse gas reduction goals, strategies, and specific action plans
Describe the baseline year used, greenhouse gas data, reduction targets, strategies, specific actions plans, and progress made towards achieving reduction targets.
The Company has conducted greenhouse gas inventories every year starting from 2022, and regularly evaluates and manages the organization's greenhouse gas emissions.
Total greenhouse gas emissions for 2023 amount to 522,613.388 tCO2e. Using total revenue (NT$ million) as the conversion unit for calculating emissions intensity, emissions intensity comes to 40.466 (tCO2e/NT$ million).
Judging from the proportion of emissions in each category, the main source of emissions for the Company is Category 4 emissions (91.1%). These emissions are indirect greenhouse gas emissions generated from procurement of raw materials. Therefore, the Company shall in the future evaluate the emissions generated by procurement of raw materials, looking for other lower carbon procurement methods in order to reduce greenhouse gases. The second largest source of emissions are Category 2 emissions from electricity procured from external sources (7.6%). Apart from promoting energy conservation policies at our office buildings and plant facilities, the Company has replaced or applied energy conservation technologies to equipment mainly responsible for electricity consumption.
Emissions for this year have increased by 40% compared to the baseline year, mainly due to the adjustments to the analysis method for Category 4
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Product Procurement, which includes 80% of the highest-weighted procured raw materials in the inventory. This has increased the inventory scope and allowed inventory methods to be more detailed, resulting in more accurate results.
Compared to the baseline year, greenhouse gas emissions intensity has also increased by 2.1 times. This is mainly due to the same reasons above, as well as a slight reduction to the annual revenues for the year, leading to an overall increase in emissions intensity.
-
Note 1: Information should be processed in accordance with the schedule set forth in Article 10, paragraph 2 of the Standards.
-
Note 2: The baseline year shall be the year of the consolidated financial report for which inventory within the provided boundaries is completed. For example, pursuant to Article 10, paragraph 2 of the Standards, companies with total capital in excess of NT$10 billion shall complete their inventory of the 2024 consolidated financial report in 2025, which sets the baseline year as 2024. Should the Company have completed their inventory of the consolidated financial reports in an earlier year, the earlier year shall be used as the baseline year instead. Additionally, data for the baseline year can be calculated for a single year, or as an average of multiple years.
-
Note 3: Please refer to the best-practice templates of the Corporate Governance Center, Taiwan Stock Exchange Corporation for the information to be disclosed.
-
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-
(VI) Implementation of ethical corporate management, deviation from "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies", and reasons for deviation
| Assessed areas | Implementation status | Implementation status | Implementation status | Deviation with the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reasons for the said deviation |
|---|---|---|---|---|
| Yes | No | Summary | ||
| I. Establishment of ethical corporate management policy and approaches (I) Has the Company established the ethical corporate management policies approved by the Board of Directors and stated its policies and practices in its Memorandum or external correspondence to maintain business integrity? Are the Board of Directors and the senior management committed to fulfilling this commitment? (II) Does the Company have mechanisms in place to assess the risk of unethical conduct and perform regular analysis and assessment of business activities with a higher risk of unethical conduct within the scope of business? Does the Company implement programs to prevent unethical conduct based on the above and ensure the programs cover at least the matters described in Article 7, Paragraph 2 of the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies? (III) Does the Company have any measures against dishonest conducts? Are these measures supported by proper procedures, behavioral guidelines,disciplinaryactions and complaint systems? Does the |
� � � |
(I) The Board of Directors of the Company has established the "Ethical Corporate Management Best Practice Principles" and "Ethical Corporate Management Operating Procedures and Code of Conduct" to specify the Company's ethical management policies and measures. The Board of Directors and management are committed to the effective implementation of ethical corporate management policies and enforcement during internal management activities and business activities. (II) The applicable scope of the "Ethical Corporate Management Operating Procedures and Code of Conduct" established by the Company includes the subsidiaries of the Company. It expressly prohibits bribery, provision of illegal political donations, inappropriate charity donations or sponsorship, providing or accepting unreasonable presents, hospitality or other improper benefits. The Company also regularly analyzes and evaluates business activities with greater risks of unethical conduct for amendments of the "Ethical Corporate Management Operating Procedures and Code of Conduct" and related internal control systems. The Company strictly follows the preventive measures specified in all subparagraphs under Article 7, Paragraph 2 of the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" to prevent unethical conduct. (III) The Company has established the "Ethical Corporate Management Operating Procedures and Code of Conduct" to require Directors,managerial officers,and employee |
No deviation. |
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| Assessed areas | Implementation status | Implementation status | Implementation status | Deviation with the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reasons for the said deviation |
|---|---|---|---|---|
| Yes | No | Summary | ||
| Company review the policies on a regular basis? | from engaging in unethical conduct and actively increases their awareness of such requirements. The Company and subsidiaries have established rigorous accounting systems, internal control systems, and audit systems to prevent unethical conduct. They encourage internal and external personnel to report illegal and unethical conduct. The Companyalso continues to review and amend the systems. |
|||
| II. Full implementation of ethical management principles (I) Does the Company evaluate the integrity of all counterparties it has business relationships with? Are there any integrity clauses in the agreements it signs with business partners? (II) Does the Company have a unit responsible for business integrity on a full-time basis under the Board of Directors, which will report the business integrity policy and programs against unethical conduct regularly (at least once a year) to the Board of Directors while overseeing such operations? (III) Has the Company established policies to prevent conflicts of interests, implemented such policies, and provided adequate channels of communications? |
� � |
� | (I) The Company stipulates related ethical clauses in contracts signed with customers and suppliers to prevent the Company and its employees, customers, suppliers, and stakeholders from engaging in bribery, provision of illegal political donations, inappropriate charity donations or sponsorship, providing or accepting unreasonable presents, hospitality or other improper benefits. (II) Although the Company has not set up a unit that specializes (or is involved) in promoting ethical corporate management and reports to the Board of Directors, the Company's professional managerial officers perform their duties in accordance with the authorization and we have established Employee Work Rules and related regulations to meet ethical management requirements. (III) The Company's "Ethical Corporate Management Best Practice Principles" and the "Ethical Corporate Management Operating Procedures and Code of Conduct" specify regulations for avoidance of conflicts of interest including procedures to be implemented when there is a conflict of interest involving a Director, managerial officer, or other stakeholders attending a meeting of the Board of Directors on a voting or non-voting basis, or the legal entity they represent. The Company's "Code of Ethical Conduct" specifies that employees may not take advantage of their positions in the Company to obtain improper benefits for themselves, their spouses, parents,children,or anyother relative within the |
No material discrepancy. |
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| Assessed areas | Implementation status | Implementation status | Implementation status | Deviation with the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reasons for the said deviation |
|---|---|---|---|---|
| Yes | No | Summary | ||
| (IV) Does the Company have effective accounting and internal control systems in place to implement business integrity? Does the internal audit unit follow the results of unethical conduct risk assessments and devise audit plans to audit the systems accordingly to prevent unethical conduct, or engage CPAs to perform the audits? (V) Did the Company periodically provide internal and external training programs on integrity management? |
� � |
second degree of kinship. (IV) The Company has established effective accounting and internal control systems to implement business integrity. Before formulating annual audit plans, the Company evaluates the risks of audit operations and assigns weights (risks of unethical conduct are evaluated and assigned weighted scores in accordance with the two risk indicators including the degree of internal control and the financial exposure). The Company compiles all weighted scores for risks and the Audit Office formulates the audit work items and audit frequencies based on the risks. It also submits audit plans (including risk assessments) to the Audit Committee and the Board of Directors for review in accordance with regulations. The Audit Office conducts audits after obtaining approval. (V) To guide help each location of operations and the Company's stakeholders understand and implement the Company's Ethical Corporate Management Policy, the Company has continuously implemented a series of measures and management mechanisms, including the signature of relevant documents and organization of relevant training courses on a regular basis. We also conduct due diligence on suppliers to facilitate review and selection. The Company's Human Resources Department has organized education and training on ethical corporate management, including courses on business ethics, business secrets and legal knowledge, and prevention of conflicts of interest. In 2023, 37,085 total participants attended these courses, and 296,343 hours of education and trainingwereprovided in total. |
||
| III. Implementation of the Company's whistleblowing system (I) Has the Company established concrete whistleblowing and reward system and have a convenient reporting channel in place, and assign an appropriateperson to communicate with the accused? |
� |
(I) The Company has established a whistleblowing and rewards system in our Ethical Corporate Management Best Practice Principles in order toproactively prevent |
No deviation. |
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| Assessed areas | Implementation status | Implementation status | Implementation status | Deviation with the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reasons for the said deviation |
|---|---|---|---|---|
| Yes | No | Summary | ||
| (II) Has the Company established standard operating procedures for investigating reported issues, follow-up measures to be adopted after the investigation, as well as relevant confidential mechanisms? (III) Has the Company adopted measures for protecting the whistleblower against improper treatment or retaliation? |
� � |
unethical behavior. Whistleblowing channels have been disclosed on the Company’s website, and we have also assigned qualified personnel dedicated to handling whistleblowing complaints. (II) The Company has established comprehensive procedures and confidentiality mechanisms for case acceptance investigation processes, investigation results, and relevan documents. (III) The Company's protection measures for whistleblowers shall include maintaining the confidentiality of the identity of the whistleblowers and the contents of their reports. The Company must also protect whistleblowers from inappropriate disciplinary actions due to their whistleblowing. |
, t |
|
| IV. Enhancing information disclosure Has the Company disclosed its integrity principles and progress onto its website and Market Observation Post System? |
� |
The Company has established the "Ethical Corporate Management Best Practice Principles" and "Ethical Corporate Management Operating Procedures and Code of Conduct" and disclosed the results in the Sustainability Report each year. The information is also disclosed on the Market Observation Post System and Company's website. |
No material discrepancy. |
|
| V. If the Company has established Ethical Corporate Management Principles in accordance with "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies", describe difference with the principles and implementation status: No material discrepancy. |
||||
| VI. Other important information to facilitate a better understanding of the Company's implementation of ethical corporate management: (Such as the status of the Company's efforts to review and correct its Principles for Honest Business Practices): 1. The Company strictly complies with the Company Act, Securities and Exchange Act, Business Entity Accounting Act, regulations for listed companies, and other related regulations for business operations which are used as the basis for ethical corporate management. 2. Please refer to the https://www.sunon.com"Ethical Corporate Management Best Practice Principles, Ethical Corporate Management Operating Procedures and Code of Conduct, and SustainabilityReport on the Company's official website. |
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80 -
-
(VII) If the Company has established corporate governance principles and related bylaws, their query methods shall be disclosed: The Company has established the Corporate Governance Best Practice Principles and related regulations. Please refer to the Company's website at www.sunon.com.
-
(VIII) Critical information that can enhance the understanding of the Company's corporate governance practices shall also be disclosed: Please refer to page 34 of the Annual Report (IV. Implementation of corporate governance).
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81 -
-
(IX) Status of implementation of internal control system
-
Internal Control System Statement
Sunonwealth Electric Machine Industry Co., Ltd. Internal Control System Statement
Date: March 7, 2024
The Company states the following with regard to its internal control system during fiscal year 2023, based on the findings of a self-evaluation:
-
I. The Company is fully aware that the establishment, implementation and maintenance of its internal control system is the responsibility of the Board of Directors and managerial officers. In this regard the Company has already established such a system aimed at providing reasonable assurance of the achievement of objectives in the effectiveness and efficiency of operations (including profits, performance, and safeguard of asset security), reliability of reporting, and compliance with applicable laws and regulations.
-
II. There are inherent limitations to even the most well-designed internal control system. As such, an effective internal control system can only reasonably ensure the achievement of the aforementioned goals. Moreover, the operating environment and situation may change and impact the effectiveness of the internal control system. However, self-supervision measures were implemented within the Company's internal control policies to facilitate immediate rectification once procedural flaws have been identified.
-
III. The Company judges the design and operating effectiveness of its internal control system based on the criteria provided in the Regulations Governing the Establishment of Internal Control Systems by Public Companies (hereinafter referred to as the "Regulations"). The internal control system judgment criteria adopted by the Regulations divide internal control into five elements based on the process of management control: 1. Control environment, 2. Risk assessment, 3. Control operation, 4. Information and communication, and 5. Monitoring. Each element further contains several items. For more information on the abovementioned items, please refer to the Regulations.
-
IV. The Company has evaluated the design and operating effectiveness of its internal control system according to the aforesaid criteria.
-
V. Based on the findings of the evaluation mentioned in the preceding paragraph, the Company believes that as of December 31, 2023 its internal control system (including its supervision and management of subsidiaries), encompassing internal controls for knowledge of the degree of achievement of operational effectiveness and efficiency objectives, reliability of reporting, and compliance with applicable laws and regulations, is effectively designed and operating, and reasonably assures the achievement of the above-stated objectives.
-
VI. This Statement will become a major part of the content of the Company's Annual Report and Prospectus, and will be made public. Any falsehood, concealment, or other illegality in the content made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Act.
-
82 -
-
VII. This Statement has been passed by the Board of Directors Meeting of the Company held on China March 7, 2024, where 0 of the 9 attending Directors expressed dissenting opinions, and the remainder all affirmed the content of this Statement.
Sunonwealth Electric Machine Industry Co., Ltd. Chairman of the Board: Ching-Shen Hong President: Ching-Shen Hong
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83 -
-
If the Company engages an accountant to examine its internal control system, disclose the CPA audit report: None.
-
(X) Penalties imposed upon the Company or internal personnel by laws, or punishment imposed by the Company on internal personnel for violation of the Company's internal control system regulations, detailed information on the punishment if it may have significant impact on the shareholders' equity or securities prices, major defects and corrective action thereof in the most recent fiscal year and as of the date of this annual report: None.
-
(XI) Important resolutions adopted in shareholders' meeting and Board of Directors' meeting in the past year and up to the date of report
-
Resolutions of all shareholders in attendance in the general shareholders' meeting on June
- 9, 2023 and the status of implementation
| 9,2023 and the status of implementation | |
|---|---|
| Resolution | Implementation status |
| Passed the 2022 Business Report and FinancialStatements. |
- |
| Passed the Company's 2022earnings distribution proposal. |
Established July 11,2023as the ex-dividend date and completed all earnings distribution on the issuance date on July 27, 2023. (Cash dividendper share was NT$2.6) |
| Passed the amendment of the Articles of Incorporation. |
They were uploaded to the Market Observation Post System and Company's website on June 6,2023. |
| Amendment to the Regulations for Election of Directors. |
They were uploaded to the Market Observation Post System and Company's website on June 6,2023. |
- Important resolutions adopted by the Board of Directors in 2023 and up to the publication of the Annual Report on April 16, 2024
| publication | of the Annual Report on April 16, 2024 |
|---|---|
| Date of meeting | Resolution |
| January 16, 2023 | I. Passed the Company's 2023 Business Plan. II. Passed the proposal for applying for a medium-term loan with land as collateral from the bank. III. Passed the Company's 2022 year-end bonus for managerial officers. |
| March 9, 2023 | I. Passed this Company's 2022 Business Report, financial statements, and consolidated financial statements. II. Passed the Company’s 2022 remuneration distribution proposal for board members and employees. III. Passed the Company's 2022 earnings distribution proposal. IV. Passed the amendment of the "Articles of Incorporation". V. Passed the proposal for the time and location of the 2023 general shareholders' meeting. |
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| Date of meeting | Resolution |
|---|---|
| VI. Passed the Company's third issuance of domestic unsecured convertible bonds. VII. Passed the amendment of the "Regulations for Election of Directors". VIII. Passed the amendment of the "Standard Operating Procedures for Requests Filed by Directors". IX. Passed the amendment of the "Sustainable Development Best Practice Principles". X. Passed the Company’s 2022 Internal Control System Statement. XI. Passed the proposal for endorsement and guarantee for the subsidiary Sunon Electronic (Bei Hai) Co., Ltd. XII. Passed the Company's 2022 employee remuneration for managerial officers. |
|
| May 4, 2023 | I. Passed the Consolidated Financial Report of the Company for Q1 2023. II. Passed the amendment of the Company’s Corporate Governance Best Practice Principles. |
| July 14, 2023 | I. Passed the proposal for providing endorsement guarantees for subsidiaries Sunon Electronic (Kunshan) Co., Ltd and Lizhun Electronic(Bei Hai)Co.,Ltd. |
| August 3, 2023 | I. Passed the Consolidated Financial Report of the Company for Q2 2023. II. Passed the Company’s proposal to increase capital of Sunon Properties Philippines Corp (temporary target) through cash. III. Passed the Company's proposal to apply to the Export–Import Bank of the Republic of China for medium-term overseas investment financingunder the New Southbound Policy. |
| November 2, 2023 | I. Passed the Consolidated Financial Report of the Company for Q3 2023. II. Passed conversion of domestic convertible corporate bonds issued by the Company in the third issue of convertible bonds into ordinary shares. Share issue date has been set for the third quarter of 2023. III. Passed the Company's 2024 Audit Plan. IV. Passed the amendment to the Company's Employee Remuneration Incentive Regulations. |
| January 19, 2024 | I. Passed the Company's 2024 Business Plan. II. Passed conversion of domestic convertible corporate bonds issued bythe Companyin the third issue of convertible bonds into |
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| Date of meeting | Resolution |
|---|---|
| ordinary shares. Share issue date has been set for the fourth quarter of 2023. III. Passed the proposal to provide endorsement for subsidiary Lizhun Electronic (Bei Hai) Co., Ltd. for its new loan from Taishin International Bank Co., Ltd. IV. Passed purchase of land to build company dormitories for managers of the Philippines company established through investment. V. Passed the Company's 2023 year-end bonus for managerial officers. VI. Passed the adjustment to the promotions of the Company's managerial officers. |
|
| March 7, 2024 | I. Passed this Company's 2023 Business Report, financial statements, and consolidated financial statements. II. Passed the Company’s 2023 remuneration distribution proposal for board members and employees. III. Passed the Company's 2023 earnings distribution proposal. IV. Passed the proposal for the election of the Company's Directors. V. Passed the proposal for the time and location of the 2024 general shareholders' meeting. VI. Passed the Company’s 2023 Internal Control System Statement. VII. Passed the Company's 2023 employee remuneration for managerial officers. |
-
(XII) Dissenting or qualified opinion of Directors or Supervisors against an important resolution passed by the Board of Directors that is on record or stated in a written statement in the past year and up to the date of report: None.
-
(XIII) Resignation and dismissal of professional managerial officers related to the financial report including Chairman, President, Chief Accounting Officer, Chief Financial Officer, Chief R&D Officer, Chief Internal Auditor, Corporate Governance Officer, R&D Officer, and Information Security Officer in the past year and up to the date of report: None.
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V. Information on fees to CPA
- (I) Audit fees and non-audit fees paid to certifying accountants, the firm of the certifying accountants, and its affiliates and the nature of the non-audit services:
Information on CPA fees
Unit: thousand NT$
| Unit: | thousand NT$ | |||||
|---|---|---|---|---|---|---|
| Name of the CPA Firm |
Name of CPAs | Duration of audit |
Audit fees | Non- audit fees |
Total | Remarks |
| Crowe Horwath (TW) |
Ching-Lin Li | 2023.01.01- 2022.12.31 |
3,250 | 132 | 3,382 | Non-audit fees included typing fees and fees for changing the Company’s business registration. |
| Kuo-Ming Li |
Please provide a detailed description of the services provided in exchange for non-audit fees: (e.g., tax certification, assurance, or other financial consulting services)
-
(II) If the Company changes accounting firm and the amount of audit fee paid in the year of change is less than that in the year before, information shall be disclosed: None.
-
(III) If the audit fee is more than 10% less than that paid in the previous year, information shall be disclosed: None.
VI. Information on Replacement of CPAs: None.
VII. The Chairman, President and Financial or Accounting Managerial Officer of the Company who had worked for the Independent CPA or the affiliate in the past year: None.
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VIII.Share transfer by Directors, Supervisors, Managerial Officers, and shareholders holding more than 10% interests and changes to share pledging by them
(I) Change in the shares held by the Directors, Supervisors, managerial officers, and major shareholders
| Title (Note 1) | Name | 2023 | 2023 | 2024 up to April 16 | 2024 up to April 16 |
|---|---|---|---|---|---|
| Increase (decrease) in shares held |
Increase (decrease) in pledged shares |
Increase (decrease) in shares held |
Increase (decrease) in pledged shares |
||
| Director | Yo Yuan Investment Corporation Institutional shareholder representative: Ching-Shen Hong Fu-Ing Hong Chen Li-Ju Chen Tseng-ChengLin |
- | - | 125,000 | 5,000,000 |
| Director | Nice Enterprise Co., Ltd. Institutional shareholder representative: Ching-LiangChen |
- |
- | - | - |
| Independent Director |
Chun-Hao Xin | - | - | - | - |
| Independent Director |
Mei-Hsiang Pai | - | - | - | - |
| Independent Director |
Chih-Ming Chen | - | - | - | - |
| Independent Director |
Kuang-Chih Huang | ||||
| Chairman of the Board and President |
Ching-Shen Hong | - | 1,270,000 | - | - |
| Vice President and Director of the Finance Division |
William Li | - | - | - | - |
| Vice President of the Business Division |
Chen-Hsueh Li | -5,000 | - | - | - |
| Executive Vice President |
Chin-Tzu Wu | - | - | - | - |
| Acting President of Business Unit |
Kuan-Hung Tseng | - | - | - | - |
| Plant Director | Chao-Wang Chiu | - | - | - | - |
| Plant Director | Chieh-Hung Lin | - | - | - | - |
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(II) Share transfer information: None. (III) Share pledge information:
| Name | Reason for pledging of shares |
Date of change | Transaction counterparty |
Relationship between the counterparty and the Company, its Directors, Supervisors, managerial officers, and shareholders with shareholding percentage exceeding 10% |
Number of shares |
Shareholding ratio |
Stock pledge ratio |
Pledge (redemption) amount |
|---|---|---|---|---|---|---|---|---|
| Yo Yuan Investment Corporation |
Pledge | 2024.01.18 | Cathay United Bank Xingxing Branch |
None | 5,000,000 | 1.83 | 1.83 | - |
| Ching-Shen Hong | Redeemed pledged shares |
2023.08.10 | Dedicated account for pledged shares, CTBC East Kaohsiung Branch |
None | 1,600,000 | 0.59 | - | - |
| Ching-Shen Hong | Pledge | 2023.10.17 | Cathay United Bank Xingxing Branch |
None | 2,870,000 | 1.05 | 1.05 | - |
| Ching-Shen Hong | Redeemed pledged shares |
2023.11.07 | E.SUN Bank Qixian Branch |
None | 2,000,000 | 0.73 | - | - |
| Ching-Shen Hong | Pledge | 2023.12.04 | Cathay United Bank Xingxing Branch |
None | 2,000,000 | 0.73 | 0.73 | - |
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IX. Information on the relationship between any of the top ten shareholders
Date: April 16, 2024
| Name | Shares held by the person |
Shares held by the person |
Shares held by spouse and underage children |
Shares held by spouse and underage children |
Total shareholding by nominee arrangement |
Total shareholding by nominee arrangement |
Titles, names and relationships between top 10 shareholders (related party, spouse, or kinship within the second degree). |
Titles, names and relationships between top 10 shareholders (related party, spouse, or kinship within the second degree). |
Remarks |
|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Shareholding ratio | Number of shares |
Shareholding ratio | Number of shares | Shareholding ratio | Title (or name) |
Relationship | ||
| Yo Yuan Investment Corporation Representative: Ching-Shen Hong |
14,950,000 | 5.47% | - | - | - | - | Representative of Guang Sheng Investment Corporation |
Mother-son | |
| Ching-Shen Hong |
Shareholder | ||||||||
| Fu-Ing Hong Chen | 14,707,000 | 5.38% | - | - | - | - | Representative of Guang Sheng Investment Corporation |
Shareholder | - |
| Yo Yuan Investment Corporation |
Shareholder | - | |||||||
| Ching-Shen Hong |
Mother-son | - | |||||||
| Guang Sheng Investment Corporation Chairman of the Board: Fu-Ing Hong Chen |
10,137,000 | 3.71% | - | - | - | - | Yo Yuan Investment Corporation |
Mother-son | - |
| Ching-Shen Hong |
Mother-son | - | |||||||
| Sunonwealth Charity Foundation |
5,970,000 | 2.18% | - | - | - | - | - | - | - |
| PineBridge Global Funds - PineBridge Asia ex Japan Small Cap Equity Fund investment account under the custody of Standard Chartered International Commercial Bank Business Department |
5,080,000 | 1.86% | - | - | - | - | - | - | - |
| Ching-Shen Hong | 4,870,000 | 1.78% | 267,000 | 0.10 | - | - | Representative of Guang Sheng Investment Corporation |
Mother-son | - |
| Yo Yuan Investment Corporation |
Shareholder | - | |||||||
| Fu-Ing Hong Chen |
Mother-son | - |
- 90 -
| Name | Shares held by the person |
Shares held by the person |
Shares held by spouse and underage children |
Shares held by spouse and underage children |
Total shareholding by nominee arrangement |
Total shareholding by nominee arrangement |
Titles, names and relationships between top 10 shareholders (related party, spouse, or kinship within the second degree). |
Titles, names and relationships between top 10 shareholders (related party, spouse, or kinship within the second degree). |
Remarks |
|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Shareholding ratio | Number of shares |
Shareholding ratio | Number of shares | Shareholding ratio | Title (or name) |
Relationship | ||
| Yi Peng Co., Ltd. Chairman of the Board: Chin-Hua Wang |
4,780,000 | 1.75% | - | - | - | - | Representative of Guang Xing Investment Co.,Ltd. |
Same person |
- |
| Nice Enterprise Co., Ltd. |
4,006,813 | 1.47% | - | - | - | - | - | - | - |
| Guang Xing Investment Co., Ltd. Chairman of the Board: Chin-Hua Wang |
3,570,000 | 1.31% | - | - | - | - | Representative of Yi Peng Co., Ltd. |
Same person |
- |
| Aberdeen Standard SICAV I - Asian Smaller Companies Fund investment account under the custody of HSBC Bank Taiwan |
3,333,000 | 1.22% | - | - | - | - | - | - | - |
-
91 -
-
X. The shareholding of the Company, Director, Supervisor, Managerial Officers and an enterprise that is directly or indirectly controlled by the Company in the invested company and the calculation of the consolidated shareholding percentage
Consolidated shareholding percentage
| March 31,2024;Unit: share;% | March 31,2024;Unit: share;% | March 31,2024;Unit: share;% | March 31,2024;Unit: share;% | March 31,2024;Unit: share;% | March 31,2024;Unit: share;% | |
|---|---|---|---|---|---|---|
| Investee (Note) | Investment by the Company |
Investments by Directors, Supervisors, managerial officers and directly or indirectly controlled enterprises |
Comprehensive investment |
|||
| Number of shares |
Shareholding ratio |
Number of shares |
Shareholding ratio |
Number of shares |
Shareholding ratio |
|
| Sunon INC. | 150,000 | 100.00 | - | - | 150,000 | 100.00 |
| Sunon SAS. | 50,000 | 100.00 | - | - | 50,000 | 100.00 |
| Sunon Deutschland GmbH | - | - | - | 100.00 | - | 100.00 |
| Sunon Corporation | 4,400 | 100.00 | - | - | 4,400 | 100.00 |
| Sunonwealth Electric Machine Ind.(H.K.)Ltd. |
799,999 | 99.99 | 1 | 0.01 | 800,000 | 100.00 |
| BVI Successful Century Co., Ltd. |
33,880,000 | 100.00 | - | - | 33,880,000 | 100.00 |
| Sunon Electronic (Kunshan) Co.,Ltd. |
- | - | - | 100.00 | - | 100.00 |
| BVI Sunon International Ltd. | 17,180,000 | 100.00 | - | - | 17,180,000 | 100.00 |
| Sunon Electronic (Foshan) Co.,Ltd. |
- | - | - | 100.00 | - | 100.00 |
| Sunon Electronic (Bei Hai) Co.,Ltd. |
- | - | - | 100.00 | - | 100.00 |
| Beihai Li Zhun Electronics Co.,Ltd. |
- | - | - | 100.00 | - | 100.00 |
| Sunon Electronics India Private Limited |
1,099,999 | 99.99 | 1 | 0.01 | 1,100,000 | 100.00 |
| Sunon Properties Philippines Corp. |
7,630,476 | 99.99 | 3 | 0.01 | 7,630,479 | 100.00 |
| Sunon Electronics Philippines Corp. |
5,773,377 | 99.99 | 3 | 0.01 | 5,773,340 | 100.00 |
| Suzhou Shengyixing Heat Transfer Technology Co., Ltd. |
- | - | - | 49.00 | - | 49.00 |
Note: Long-term investment calculated by equity method.
- 92 -
D. Funding Status
I. Source of Capital Shares
(I) Capital Formulation Process
Unit: Share, NTD
| Unit: Share,NTD | Unit: Share,NTD | Unit: Share,NTD | ||||||
|---|---|---|---|---|---|---|---|---|
| Year/ month |
Issuance price |
Authorized capital | Paid-up capital | Remarks | ||||
| Number of shares |
Amount | Number of shares |
Amount | Source of Capital Shares |
Subscriptions paid with property other than cash |
Others | ||
| 2003.03 | 10 | 200,000,000 | 2,000,000,000 | 180,909,906 | 1,809,099,060 | Converted from corporate bonds |
None | Note 1 |
| 2003.08 | 10 | 240,000,000 | 2,400,000,000 | 197,443,061 | 1,974,430,610 | Recapitalizati on of retained earnings |
None |
Note 2 |
| 2003.08 | 10 | 240,000,000 | 2,400,000,000 | 196,000,061 | 1,960,000,610 | Treasury stock liquidation |
None | Note 3 |
| 2005.10 | 10 | 240,000,000 | 2,400,000,000 | 199,860,062 | 1,998,600,620 | Recapitalizati on of retained earnings |
None |
Note 4 |
| 2006.08 | 10 | 300,000,000 | 3,000,000,000 | 205,765,864 | 2,057,658,640 | Recapitalizati on of retained earnings |
None |
Note 5 |
| 2007.04 | 10 | 300,000,000 | 3,000,000,000 | 206,990,989 | 2,069,909,890 | Converted from corporate bonds |
None | Note 6 |
| 2007.07 | 10 | 300,000,000 | 3,000,000,000 | 210,011,908 | 2,100,119,080 | Converted from corporate bonds |
None | Note 7 |
| 2007.09 | 10 | 300,000,000 | 3,000,000,000 | 223,006,342 | 2,230,063,420 | Recapitalizati on of retained earnings |
None |
Note 8 |
| 2007.10 | 10 | 300,000,000 | 3,000,000,000 | 228,854,472 | 2,288,544,720 | Converted from corporate bonds |
None | Note 9 |
| 2008.01 | 10 | 300,000,000 | 3,000,000,000 | 231,306,446 | 2,313,064,460 | Converted from corporate bonds |
None | Note 10 |
| 2008.04 | 10 | 300,000,000 | 3,000,000,000 | 230,283,446 | 2,302,834,460 | Treasury stock liquidation |
None | Note 11 |
| 2008.09 | 10 | 300,000,000 | 3,000,000,000 | 245,123,935 | 2,451,239,350 | Recapitalizati on of retained earnings |
None |
Note 12 |
| 2008.10 | 10 | 300,000,000 | 3,000,000,000 | 245,798,630 | 2,457,986,300 | Converted from corporate bonds |
None | Note 13 |
- 93 -
| 2009.02 | 10 | 300,000,000 | 3,000,000,000 | 241,265,630 | 2,412,656,300 | Treasury stock liquidation |
None | Note 14 |
|---|---|---|---|---|---|---|---|---|
| 2009.02 | 10 | 300,000,000 | 3,000,000,000 | 244,337,901 | 2,443,379,010 | Converted from corporate bonds |
None | Note 15 |
| 2009.03 | 10 | 300,000,000 | 3,000,000,000 | 245,006,573 | 2,450,065,730 | Converted from corporate bonds |
None | Note 16 |
| 2009.07 | 10 | 300,000,000 | 3,000,000,000 | 245,307,776 | 2,453,077,760 | Converted from corporate bonds |
None | Note 17 |
| 2009.08 | 10 | 300,000,000 | 3,000,000,000 | 257,524,671 | 2,575,246,710 | Recapitalizati on of retained earnings |
None | Note 18 |
| 2009.10 | 10 | 300,000,000 | 3,000,000,000 | 257,847,455 | 2,578,474,455 | Converted from corporate bonds |
None | Note 19 |
| 2010.01 | 10 | 300,000,000 | 3,000,000,000 | 257,929,732 | 2,579,297,320 | Converted from corporate bonds |
None | Note 20 |
| 2012.08 | 10 | 300,000,000 | 3,000,000,000 | 250,929,732 | 2,509,297,320 | Treasury stock liquidation |
None | Note 21 |
| 2023.11 | 10 | 500,000,000 | 5,000,000,000 | 272,524,358 | 2,725,243,580 | Converted from corporate bonds |
None | Note 22 |
| 2024.02 | 10 | 500,000,000 | 5,000,000,000 | 273,443,669 | 2,734,436,690 | Converted from corporate bonds |
None | Note 23 |
-
Note 1: Approved in the Jing-Shou-Shang No. 09201090890 Letter from the Ministry of Economic Affairs dated March 28, 2003.
-
Note 2: Approved in the Jing-Shou-Shang No. 09201259550 Letter from the Ministry of Economic Affairs dated August 29, 2003.
-
Note 3: Approved in the Jing-Shou-Shang No. 09201259550 Letter from the Ministry of Economic Affairs dated August 29, 2003.
-
Note 4: Approved in the Jing-Shou-Shang No. 09401206610 Letter from the Ministry of Economic Affairs dated October 26, 2005.
-
Note 5: Approved in the Jing-Shou-Shang No. 09501191390 Letter from the Ministry of Economic Affairs dated August 28, 2006.
-
Note 6: Approved in the Jing-Shou-Shang No. 09601086420 Letter from the Ministry of Economic Affairs dated April 24, 2007.
-
Note 7: Approved in the Jing-Shou-Shang No. 09601151490 Letter from the Ministry of Economic Affairs dated July 4, 2007.
-
Note 8: Approved in the Jing-Shou-Shang No. 09601230910 Letter from the Ministry of Economic Affairs dated September 19, 2007.
-
Note 9: Approved in the Jing-Shou-Shang No. 09601251720 Letter from the Ministry of Economic Affairs dated October 16, 2007.
-
Note 10: Approved in the Jing-Shou-Shang No. 09601321820 Letter from the Ministry of Economic Affairs dated January 4, 2008.
-
Note 11: Approved in the Jing-Shou-Shang No. 09701084940 Letter from the Ministry of Economic Affairs dated April 11, 2008.
-
94 -
-
Note 12: Approved in the Jing-Shou-Shang No. 09701226650 Letter from the Ministry of Economic Affairs dated September 5, 2008.
-
Note 13: Approved in the Jing-Shou-Shang No. 09701262270 Letter from the Ministry of Economic Affairs dated October 17, 2008.
-
Note 14: Approved in the Jing-Shou-Shang No. 09801016130 Letter from the Ministry of Economic Affairs dated February 4, 2009.
-
Note 15: Approved in the Jing-Shou-Shang No. 09801016130 Letter from the Ministry of Economic Affairs dated February 4, 2009.
-
Note 16: Approved in the Jing-Shou-Shang No. 09801052300 Letter from the Ministry of Economic Affairs dated March 18, 2009.
-
Note 17: Approved in the Jing-Shou-Shang No. 09801161450 Letter from the Ministry of Economic Affairs dated July 24, 2009.
-
Note 18: Approved in the Jing-Shou-Shang No. 09801183550 Letter from the Ministry of Economic Affairs dated August 13, 2009.
-
Note 19: Approved in the Jing-Shou-Shang No. 09801244400 Letter from the Ministry of Economic Affairs dated October 21, 2009.
-
Note 20: Approved in the Jing-Shou-Shang No. 09901001160 Letter from the Ministry of Economic Affairs dated January 8, 2010.
-
Note 21: Approved in the Jing-Shou-Shang No. 10101182680 Letter from the Ministry of Economic Affairs dated August 31, 2012.
-
Note 22: Approved in the Jing-Shou-Shang No. 11230216060 Letter from the Ministry of Economic Affairs dated November 22,2023.
-
Note 23: Approved in the Jing-Shou-Shang No. 11330019840 Letter from the Ministry of Economic Affairs dated February 17,2024.
(II) Categories of outstanding shares
April 16, 2024
| Category of shares | Authorized capital | Remarks | ||
|---|---|---|---|---|
| Outstanding shares (listed) | Unissued shares | Total | ||
| Registered common shares |
273,443,669 | 226,556,331 | 500,000,000 | - |
(III) Information on shelf registration: Not applicable.
II. Shareholders
| April 16,2024 | April 16,2024 | |||||
|---|---|---|---|---|---|---|
| Shareholders Quantity |
Government institutions |
Financial institutions |
Other corporations |
Foreign institutions and foreigners |
Individuals | Total |
| Persons | 5 | 29 | 285 | 251 | 66,447 | 67,017 |
| Shares held (shares) |
3,458,809 | 8,915,202 | 53,493,770 | 53,045,179 | 154,530,709 | 273,443,669 |
| Shareholding ratio(%) |
1.27 | 3.26 | 19.56 | 19.40 | 56.51 | 100.00 |
- 95 -
III. Shareholding distribution status
| April 16,2024 | |||
|---|---|---|---|
| Shareholding classification | Number of shareholders |
Shares held (shares) | Shareholding ratio |
| 1 to 999 | 26,925 | 2,269,188 | 0.83 % |
| 1,000 to 5,000 | 35,932 | 62,059,993 | 22.70 % |
| 5,001 to 10,000 | 2,468 | 19,491,588 | 7.13 % |
| 10,001 to 15,000 | 550 | 7,129,653 | 2.61 % |
| 15,001 to 20,000 | 341 | 6,364,501 | 2.33 % |
| 20,001 to 30,000 | 268 | 6,917,794 | 2.53 % |
| 30,001 to 40,000 | 141 | 5,084,838 | 1.86 % |
| 40,001 to 50,000 | 83 | 3,852,140 | 1.41 % |
| 50,001 to 100,000 | 136 | 9,741,035 | 3.56 % |
| 100,001 to 200,000 | 65 | 9,254,022 | 3.38 % |
| 200,001 to 400,000 | 40 | 11,425,120 | 4.18 % |
| 400,001 to 600,000 | 21 | 10,300,983 | 3.77 % |
| 600,001 to 800,000 | 15 | 10,651,423 | 3.89 % |
| 800,001 to 1,000,000 | 4 | 3,490,100 | 1.27 % |
| More than 1,000,001 | 28 | 105,411,291 | 38.55 % |
| Total | 67,017 | 273,443,669 | 100.00% |
Preferred shares: None.
IV. List of major shareholders
| List of major shareholders | ||
|---|---|---|
| April 16,2024 | ||
| Shares Name of major shareholder |
Shares held (shares) |
Shareholding ratio |
| Yo Yuan Investment Corporation | 14,950,000 | 5.47% |
| Fu-IngHongChen | 14,707,000 | 5.38% |
| KuangShengInvestment Development Co.,Ltd. | 10,137,000 | 3.71% |
| Sunonwealth CharityFoundation | 5,970,000 | 2.18% |
| PineBridge Global Funds -PineBridge Asia ex Japan Small Cap Equity Fund investment account under the custody of Standard Chartered International Commercial Bank Business Department |
5,080,000 |
1.86% |
| Ching-Shen Hong | 4,870,000 | 1.78% |
| Yi PengCo.,Ltd. | 4,780,851 | 1.75% |
| Nice Enterprise Co.,Ltd. | 4,006,813 | 1.47% |
| GuangXingInvestment Co.,Ltd. | 3,570,000 | 1.31% |
| Aberdeen Standard SICAV I - Asian Smaller Companies Fund investment account under the custodyof HSBC Bank Taiwan |
3,333,000 | 1.22% |
- 96 -
V. Market Price, Net Worth, Earnings, and Dividends per Share in the Last Two Years
| ars | |||||
|---|---|---|---|---|---|
| Item | Year | 2022 | 2023 | As of March 31, 2024(Note 8) |
|
| Market price per share(Note 1) |
Highest | 49.70 | 156.50 | 142.00 | |
| Lowest | 30.45 | 41.05 | 95.60 | ||
| Average | 43.35 | 103.63 | 122.31 | ||
| Net value per share (Note 2) |
Before distribution | 20.73 | 26.40 | - | |
| After distribution | 18.13 | - | - | ||
| Earnings per share |
Weighted average number of shares(in thousands) |
250,930 | 258,369 | 273,444 | |
| Earnings per share(Note 3) | 4.34 | 5.16 | 1.19 | ||
| Dividends per share (NT$) |
Cash dividends | 2.60 | (Note 9)3.50 | - | |
Stock dividen ds |
- | - | - | - | |
| - | - | - | - | ||
| Cumulative unpaid dividends(Note 4) |
- | - | - | ||
| Return on investment analysis |
PE ratio(Note 5) | 9.46 | 16.71 | - | |
Price-dividend ratio(Note 6) |
15.79 | 24.64 | - | ||
| Cash dividend yield(Note 7) | 6.33% | 4.06% | - |
-
* If retained earnings or capital reserves were used for capital increase, the Company shall disclose market prices and cash dividends that were retroactively adjusted based on the number of shares after distribution.
-
Note 1: List the highest and lowest market price of common shares for each fiscal year and calculate the average market price for each fiscal year based on trading value and volume in each fiscal year.
-
Note 2: Please fill these rows based on the number of shares that have been issued at the end of the fiscal year and the distribution plan approved by the Board of Directors or at the shareholders' meeting in the subsequent fiscal year.
-
Note 3: If retroactive adjustments are required due to stock grants, the Company shall list the earnings per share before and after the adjustment.
-
Note 4: If there are any conditions in issuing equity securities that allow for unpaid out dividend for the year to be accumulated to subsequent years in which there is profit, the Company shall separately disclose the accumulated unpaid out dividend up to that year.
-
Note 5: P/E Ratio = Average closing price for each share for the year/earnings per share
-
Note 6: P/D Ratio = Average closing price for each share for the year/cash dividend per share
-
Note 7: Cash dividend yield = cash dividends / average closing price per share for the year.
-
Note 8: Data on net asset value per share and earnings per share from the latest quarter that has been verified by CPAs up to the date of publication of this annual report shall be filled. For all other columns, the Company shall fill information for the current fiscal year until the publication date of this annual report.
The earnings per share for the first quarter of 2024 are provided by the Company.
-
Note 9: The 2023 earning distribution case is to be approved by the shareholders' meeting.
-
97 -
VI. Dividend policy and implementation status
-
(I) Dividend policy established in the Articles of Incorporation
-
The Board of Directors shall, pursuant to Article 29 of the Articles of Incorporation,
-
determine the distribution of dividends and formulate appropriate ratios of cash and stock dividends based on requirements for operations and capital expenditures. It shall file a proposal to the shareholders' meeting for approval. However, cash dividends shall not be lower than 20% of the distributed amount in the year.
-
(II) Proposed dividend distribution in the shareholders' meeting this year
-
The Company's 2023 earnings distribution proposal was approved by the Board of
-
Directors on March 7, 2024. The Company shall issue cash dividends of NT$3.5 per share. The Board of Directors shall be authorized to establish an ex-dividend date.
-
(III) Any expected material changes to the dividend policy shall be explained. There are no material changes to the Company's dividend policy.
VII. The effects of the stock dividends proposed by the shareholders' meeting on the Company's business performances and earnings per share
The Company has no plans for granting stocks in this shareholders' meeting and it is not required to compile a financial forecast for 2024. Therefore, it does not have related estimates on the profit or loss, estimated earnings per share, or other mandatory items with which to evaluate the impact on the Company's business performance and earnings per share.
VIII. Remuneration of employees, directors and supervisors
-
(I) Quantity or scope of compensation for employees, Directors, And Supervisors as prescribed by the Articles of Incorporation
-
In the event the Company makes a profit during the fiscal year, it shall set aside no less than 2% of the profits as employee remuneration and no more than 5% as remuneration for Directors. However, a sum shall be set aside in advance to pay down any outstanding cumulative losses.
The employee, director and supervisor remuneration shall be distributed in the form of stock or cash. The distribution shall be approved with a majority vote at a meeting attended by more than two thirds of the Directors and shall be reported at the shareholders' meeting.
-
The distribution of employee remuneration in stocks or cash shall include employees of affiliated companies that meet the criteria specified in the Company Act.
-
(II) The basis for estimating the amount of employee, director, and supervisor remuneration, for calculating the number of shares to be distributed as employee remuneration, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period:
-
The Company appropriates remuneration for employees and Directors proportionally based on the profitability. As the remuneration for employees and Directors are distributed in cash, the calculation of the number of shares is not required. In addition, there is no difference
-
98 -
between the actual number of distributed funds and the estimated amount.
-
(III) Information on the distribution of employees' remuneration passed by the Board of Directors 1. The distribution of remuneration for employees and Directors passed by the Board of Directors on March 7, 2024 is as follows: (no discrepancy with the estimated amount) Remuneration for employees - cash NT$ 39,800,000 Remuneration for employees - stocks NT$ 0 Director's remuneration NT$10,000,000
-
The proposed employee stock remuneration allocation as a ratio of the net income for the period and the total employee remuneration: 0.
-
(IV) Actual appropriation of remuneration for employees, Directors and Supervisors in the previous year
-
The actual remuneration for employees - cash of NT$32,000,000 distributed in the previous year was the same as the estimated amount in the proposal passed by the Board of Directors. The actual remuneration for Directors in cash of NT$8,000,000 distributed in the previous year was the same as the estimated amount in the proposal passed by the Board of Directors.
IX. Buyback of treasury stock None.
- 99 -
X. Corporate bond issuance status:
(I) Corporate bond issuance status
| Type ofcorporate bonds | Type ofcorporate bonds | Thirdissuance ofdomestic unsecured convertible bonds |
|---|---|---|
| Date of issuance (processing) | May24,2023 | |
| Parvalue | NT$100,000 | |
| Issuance price | Issuedat 115.52% ofparvalue | |
| Total amount | NT$1.2billion | |
| Interest rate | 0% | |
| Maturity | 5 years;maturity date:May24,2028 | |
| Guaranteeagencies | None | |
| Trustee | Taishin International BankCo.,Ltd. | |
| Underwriter | TaishinSecurities Co.,Ltd. | |
| Certifyingattorney | Li-FeiChiu,attorneyat 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 incash. |
|
| 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 bondratingresults |
Not applicable | |
| Other appended rights |
Amount of converted (exchanged or subscribed) ordinary shares, GDRs, or other securities as of the publication date of theannual report |
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. |
| 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 |
(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,totaling250,929,732 shares,the dilution ratio is 8.23%. |
- 100 -
| methods, and the conditions of issuance |
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'slong-termoperations. |
|---|---|
| Name of the custodian institution entrusted with securities to be converted |
Not applicable |
- 101 -
(II) Data on convertible corporate bonds
| Dataonconvertible corporate bonds | Dataonconvertible corporate bonds | ||
|---|---|---|---|
| Type of corporate bonds | Third issuance of domestic unsecured convertible bonds |
||
| Item/Year | 2023 | The current year ending April 16, 2024 |
|
| Convertible corporate bond market price |
Highest | 289.00 | Not applicable |
| Lowest | 127.05 | Not applicable | |
| Average | 197.63 | Not applicable | |
| Conversion price | The conversion price has been adjusted to NT$53.30 on July 11, 2023 |
||
| Issuance (handling) date and conversion priceat time of issuance |
Issuance date: May 24, 2023 Conversionpriceat time of issuance: 54.90 |
||
| Methods for fulfilling conversion obligations |
Issue of new shares | Not applicable |
-
XI. Issuance of preferred stocks: None.
-
XII. Issuance of global depositary receipts (GDR): None.
-
XIII. Exercise of employee stock option plan (ESOP): None.
-
XIV. Restricted stock awards: None.
-
XV. Mergers, acquisitions or issuance of new shares for acquisition of shares of other companies: None.
-
XVI. Implementation of capital allocation plan: None.
-
102 -
E. Business Overview
I. Business activities
- (I) Business scope
1. Main businesses
-
(1) Cooling fans, cooling modules, and drum fans
-
(2) Related components for fans
-
(3) Materials and components
-
Proportion of major business activities
| Proportion of major business activities | |
|---|---|
| Business category | Proportion of 2023 revenue |
| DC cooling fans, cooling modules, and drum fans | 78.8% |
| AC cooling fans | 3.5% |
| Materials and components | 17.7% |
| Total | 100.0% |
-
The Company's current products
-
(1) Fans
DC cooling fans, drum fans
AC cooling fans, drum fans
EC fans, centrifugal fan
Mighty Mini Fan
High-grade IP protection fan
Explosion prevention fans
- (2) Motors
DC automotive brushless motor
EC high-efficiency motor
-
(3) Fan Tray products
-
(4) Cooling module
Heat pipe
Vapor chamber
- (5) Liquid cooling module
Water-cooled heat dissipation panel/water-cooling radiator
Water pump/water-cooling distributor/water pipe quick connectors
Integrated water-cooled heat exchangers
-
(6) Green building ventilation fan/Flow2 One-AHR ventilation fan
-
(7) High-volume low-speed (HVLS) large industrial ceiling fans, standing fans, wall fans
4. New products under development
-
(1) Development of fan products with higher energy efficiency and longer life
-
103 -
(2) Development of weather-resistant energy-saving protection fans
-
(3) Development of low-noise high-performance blades
-
(4) Development of ultra-slim active cooling module products
-
(5) Development of high-efficiency and reliable water-cooling systems
-
(6) Development of high-performance AC to DC fan modules
-
(7) Development of lightweight and durable products
(II) Industry Overview
- Current trends and outlook of the industry
As the computing and networking functions of electronic, communication, and portable products continue to increase, the temperature of these products during use also continues to increase. Under such trends, products have become increasingly compact and equipped with powerful display and processing capacity. The consumers' demand and product development trends have set the stage for the greatest opportunities in the heat dissipation application industry. Additionally, the rise in popularity of the ChatGPT chatbot has focused the market's attention on generative AI. Research agency TrendForce estimates that demand for high-end AI servers from the four major North American cloud service providers shall reach 60% in 2024, and is expected to achieve compound annual growth of 28% until 2027, making the business visibility for the AI server market extremely high. As the computing power of AI chips continues to increase, their thermal design power (TDP) has also grown. A single H100 AI chip consumes 700W of power right now, meaning that the thermal energy output by 8 H100 AI servers shall exceed 5600W. In the future, cooling technologies shall become key, which would also drive demand for liquid cooling technologies. At the same time, rising ESG awareness also means that the importance of energy-conserving cooling technologies is increasing by the day.
The hardware components of cooling solutions mainly include cooling fans, cooling fins, heat pipes, and thermal pads. The diverse applications for various cooling components include computers, servers, communication, consumer electronics, automotive electronics, industrial equipment, and optoelectronic industry. As Taiwan manufacturers hold most of the global OEM orders for computer and electronic equipment, they retain the advantages for the development of the cooling product industry. They have become the largest buyers and suppliers of cooling components.
The continuous updates of electronics products have fueled the growth of heat dissipation products as demand continued from computer, communication, servers, and consumer electronics as well as new applications such as automotive electronics, handheld electronics products, virtual reality, IoT, artificial intelligence, and highperformance computing. Heat dissipation component manufacturers therefore actively increase their production scale to expand their market share. In addition, the increase in the speed and performance of electronic products means increased demand for heat dissipation and also pushes companies to continue to enhance R&D capacity and launch
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high-level heat dissipation products to satisfy functional demands of new applications and products. They also work hard to develop niche products and increase profitability.
2. Relationships with suppliers in the industry's supply chain
Currently, the Company's main products include cooling fans and cooling modules. The upstream industries for the Company’s cooling fans are mainly composed of manufacturers of bearings, IC, copper materials, plastic molds, and PCB boards, while the upstream industries for the Company’s coolers are manufacturers of heat pipes, copper (aluminum) heat sinks, and heat conducting films, and the upstream industries for the Company’s cooling modules include the upstream manufacturers for both cooling fans and coolers. The Company also has many downstream industries, including the information industry, high-performance computing products, cloud data centers, network communications equipment, 5G base stations, new energy cars, automotive electronics, EV charging points, energy storage systems, industrial and commercial equipment, and the home electronics, video, and audio industries The relationship between these upstream, midstream, and downstream industries are as described in the figure below:
==> picture [417 x 173] intentionally omitted <==
----- Start of picture text -----
Metal Heat
Bearings Plastic molds Heat pipe Heat sink conducting
stamping film
Upstream
Cooling fan Cooler
Midstream Cooling module Water-cooling
system
Downstream PC, laptop 5G base station Energy storage system
applications) (Product electronics Consumer Data centerServers AI products communications equipmentNetwork New energy vehiclesAutomotive systems Industrial and commercial equipment
----- End of picture text -----
3. Product development trends and competition
(1) Product development trends
A. Ongoing expansion of applications
The heat dissipation market started with applications for personal computers (including desktop and notebook computers) and network communications equipment. As technology progresses and electronic products continue to improve, applications were expanded to consumer electronic products such as handheld projectors, tablet computers, and virtual reality devices. In automotive electronics applications, the requirements for heat dissipation expanded from the vehicle media entertainment system to the cockpit, power system, headlights, wireless charging board, ADAS, and autonomous driving control systems. As building laws are updated and the air quality issue in Mainland China and nearby areas became the focus of attention, applications in related products for green building and air
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cleaning began to rise.
As AI development matures, its applications in various fields, such as in the industrial, retail, and medical fields, shall also accelerate. This would drive demand for computing power from data centers, driving the proliferation of diverse highperformance computing solutions.
- B. Enhanced functions and high cooling efficiency
As each generation of CPUs are replaced at ever higher speed, cooling component manufacturers must use design improvements and R&D in materials to develop cooling solutions that can dissipate heat at high watts quickly and provide high efficiency, long durability, low noise, low vibration, low energy consumption, low starting voltage, high torque, high temperature resistance, and dust-proof capabilities to resolve product cooling issues.
C. Slim designs
The product design of cooling components continues pursue the goals of "light, slim, short, and small" and the thickness of mainstream specifications continues to become slimmer. For instance, the thickness of cooling fans for laptop computers has progressed from 10mm to 5.2mm. New models even require less than 3mm and we continue to develop even slimmer cooling components for virtual reality devices.
D. Environmental protection and energy conservation
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. 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.
Under global net zero carbon emissions policies, energy conservation and carbon reduction trends, and more rigorous environmental protection laws in the future, customers will be driven to adopt more energy efficient components. The Company is hopeful that these trends shall become a new driver of growth for the Company’s products.
(2) Product competition
The competition of heat dissipation components in various application industries is divided into standard products and project products. Competition for standard products is governed by the highest guiding principles of "reliability", "price", and
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"channel penetration". Standards products have no material differences in terms of performance and customer choose suitable products based on prices and requirements for reliability. The Company maintains a good brand image and product reliability and our products are usually those with the highest long-term customer demand. In terms of channel operations, the Company has more than one thousand sales representatives and distributors across the world to achieve the highest market penetration rate. In terms of project products, "coordinated design capacity", "technical intensification level", and "customer satisfaction" are the highest guiding principles. The Company must design solutions with customers during the initial stages of product design. We usually face unprecedented specifications and technical demands for cooling and our design capabilities and technology intensification have become our best advantages. After products receive customer certification, the key to competition is determined by the Company's production and operation capacity, scale of mass production, quality assurance, and ability to lower costs and serve customers.
In terms of technical capabilities, the Company’s team is proficient with the core technologies for liquid cooling solutions, and in assembling modules that include various direct liquid cooling solutions, Rear Door Heat Exchanger (RDHx) modules, and Reservoir and Pump Unit (RPU) modules. Among these modules, the Open Loop Direct Liquid Cooling Module has been successfully implemented in multiple different types of rack servers, allowing the Company to provide high-performance and energy conserving final cooling products and technical services for data centers, consumer electronics devices, energy storage systems and kinetic batteries, and communications base stations.
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(III) Overview of technology and R&D
| Year Item |
2023 | January 1 to March 31, 2024 |
|---|---|---|
| Research spending (thousand NT$) |
799,281 | 195,047 |
| Proportion of R&D expenses in business revenue(%) |
6.2% | 6.3% |
| Successfully developed technologies and products |
1. VG 8056 High-speed cloud computing fan 2. VG 8080 High-speed cloud computing fan 3. XG 60*56 cloud high-speed computing fan 4. Industrial-use energy-conserving large vertical fan (2m) 5. Industrial-use energy-saving large wall fan (2m) 6. Ultra-thin laptop active VC and heat pipe coolingmodule |
1. WG40x40 1U water pump 2. VG80x56 immersion liquid-cooling fan 3. FD24 Telecom fan tray 4. 1RU Close-loop active liquid-cooling module |
(IV) Long- and short-term business plans
1. Short-term business plan
The development of AI technology and 5G high-speed networks makes it possible to achieve smart connections between all devices. Different devices have been converted into smart and connected electronic products, and they have rapidly expanded into industries and daily life, while increasing the demand for heat dissipation technology. We shall use the Company's technology advantages and market share in this sector for more active expansion. By leveraging Sunonwealth's technological advantages and global market share in this field, we have maintained operations in the laptop and server markets and actively expanded our market share in communications equipment, electric vehicles, industrial energy storage and emerging industries. We have already achieved significant results with purchase orders from major global brands. In terms of operations in regional markets, the Company shall focus on the deployment of sales resources in Europe, India, and China to expand sales and improve sales performance.
2. Long-term business development plans
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(1) The Company shall replenish human resources for sales in all channels and end customers and intensify the development of global channels and target customers. We shall also implement KPI and project management for sales personnel and markets to improve project success rates and sales performance.
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(2) We shall enhance the development of cooling modules and water-cooled products, and integrate air-cooled and water-cooled technologies. The corresponding heat dissipation solutions must include more diverse applications of active and passive heat dissipation components. We have also developed liquid-cooled heat dissipation
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solutions. We shall expand products on a greater level to improve overall competitiveness.
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(3) The rapid growth in 5G communications equipment, high-performance AI cloud computing, and industrial energy storage has created development opportunities in different sectors for new products and new applications. The Company shall expand investment in R&D in these sectors and enhance plans for energy storage products to maintain lead in technologies and products and consolidate our leading position in the market.
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(4) In response to global energy conservation and carbon reduction trends, the Company shall support the plans of major international customers for attaining net zero emissions, and ESG sustainable development goals. We shall help customers improve ventilation and heat dissipation and recommend solutions. We shall also pursue market opportunities in green buildings and air cleaning and expand the applications for technologies and products.
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(5) The Company shall respond to future environmental and energy conservation regulations to demonstrate the superior technologies and advantages of the energy efficiency of the Company's motors and develop new products and new markets.
II. Market, production and sales
(I) Market analysis
- Sales regions of main products
| Year Region |
2023 | 2022 |
|---|---|---|
| Asia | 70.9% | 69.8% |
| Europe | 19.8% | 20.6% |
| America | 8.1% | 8.5% |
| Others | 1.2% | 1.1% |
| Total | 100.0% | 100.0% |
2. Market share and future supply, demand, and growth
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(1) Market share
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Sunonwealth products are used in a wide variety of industries, and we are one
-
of the leading cooling manufacturers for mainstream industries globally. We are able to provide complete cooling fan, cooling module, and liquid cooling systems, meeting the cooling needs of the most advanced technologies in each industry. According to the latest "Comprehensive Precision Small Motor Market Survey" published by the Fuji Keizai, the Company ranks among the top three leading brands of all surveyed companies across the world in terms of shipment and market share. In 2022, the international economy was affected by the war, lockdowns, and inflation, which increased the price of raw materials and reduced the demand in the consumer markets of major economies. Sunonwealth has expanded across a wide range of industries and was thus less affected by the decrease in the demand for
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consumer laptop and home appliance market. Instead, the Company achieved spectacular performance in the mainstream high-end commercial markets such as servers, communications, and automotive, energy, and industrial applications. We expect continuous growth in the revenue in 2023.
In recent years, demand for cooling in the automotive industry has continued to grow with the rapid adoption of electric and autonomous vehicles, and as automotive technologies advance. From 2022 onwards, several Sunonwealth automobile cooling products have been adopted by large automotive brands for use in their advanced driver assistance systems, smart cockpit control systems, internal air quality sensors, wireless charging modules, and smart car lights. These cooling products have gradually entered mass production, leading to continued growth in our automotive product revenues, which accounted for 10% of our overall revenues in 2023. We therefore expect automotive products to make long-term contributions to the growth of Sunonwealth's revenue.
Sunonwealth attained approximately 20% of global market share for cooling products for the server industry, making us one of the top three manufacturers in this industry. The server industry has high demand for cooling products, and driven by the generative AI boom, sales to AI servers globally have seen rapid growth. Sunonwealth is the main supplier the largest server manufacturers in the world such as Dell and HPE as well as cloud computing service providers such as Google, Amazon AWS, Meta, and Microsoft. In terms of the cooling applications for 5G telecommunication equipment such as routers and switches, Sunonwealth is the main supplier of the world's largest communication equipment manufacturer. Network communications equipment has grown with the advent of 5G FWA and next-generation WiFi 7 upgrades. Coupled with the increase to the thermal design power output of new Intel and AMD server platforms, these developments will increase the average price of cooling products in the network communication industry and sustain growth in the server and network businesses.
(2) Future market supply, demand, and future growth
Due to the advancement and rapid commercialization of 5G and AI technologies and the rapid growth in data centers and base stations, the demand for servers and communications equipment will continue to grow. Artificial intelligence fueled growth in high-speed computing and new energy vehicles and ADAS and autonomous driving in various stages have increased the demand for cooling applications. The arrival of the AI era has made cooling issues more urgent. In order to seize more business opportunities in the cooling products industry, Sunonwealth has continued to expand our products and technologies, starting with initially producing fans and fan trays, before gradually expanding to supplying heat pipes, heat plates, heat sinks, cooling modules, 3D VC, water-cooling plates, and liquidcooling modules, meeting a wide variety of market needs. On the other hand,
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environment, social, and governance (ESG) has become major trends as global initiatives for net-zero emissions, low-carbon transformation, and environmental commitments have been adopted. Referred to as the “digital and green dual-axis transformation", these transitions have become important topics that companies cannot ignore. The Company shall continue to develop energy-conserving cooling solutions in the future.
At the same time, the new energy market for global industries has maintained rapid growth. Sunonwealth has been deeply involved in the new energy applications market for many years, and has continued to promote innovative new technologies, developing more efficient and reliable product and systems solutions. We have continued our strategy of comprehensively expanding the products and services we offer in order to meet the diverse needs of the market. Development of cooling technologies for some high-end energy storage products have high technical barriers to entry, and these products are difficult to replace once they have entered the supply chain, all of which contribute to our medium-term growth momentum and further solidifies our market position as an industry leader.
Looking back at the more mature IT market, the Company has changed to focusing primarily on markets with more advanced cooling requirements, such as high-end, ultra-thin, business-use, and AI PC products. Sunonwealth shall in the future continue to provide the most advanced cooling solutions for new technologies and accelerate the penetration rate of new technologies into the market to maintain optimal performance for long-term operations.
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Competitive niches
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(1) Our own brand "SUNON" retains leading market positions and an excellent brand image.
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(2) The Company retains the most patents and intellectual properties in the industry which increases the entry barriers of the industry.
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(3) We have strong capacity for coordinated design with system manufacturers, rapid response speed, and strong customized manufacturing capabilities.
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(4) Product diversification, and the maturing of liquid-cooling technology applications, allows the Company to meet the different needs of different customers.
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(5) Products have simple structures and are easy to assemble. We have large production scale with high production efficiency and low production costs.
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(6) Highest level of vertical integration and comprehensive key components and technologies.
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(7) Dense network of distribution channels to provide the broadest and fastest response to customer demands.
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Favorable and unfavorable factors to long-term development and response measures
Favorable factors
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Adoption of AI technology and continued improvements to CPU computing performance has led to increases in operating temperatures, driving demand for more high-density and high-end cooling products.
-
Demand for computing and cooling continues to increase and market demand remains stable and strong.
-
Customers begin to demand slimmer and high-performance cooling products and the development favors those with leading technologies.
-
More rigorous environmental protection and energy conservation laws encourage customers to switch to more energy-efficient high-performance motors and fans.
-
Development in IoT, AI, 5G communication equipment, and high-performance computing generate more demand.
-
New processors continue to be launched for server platforms. These performance upgrades lead to trends for machines to be continuously replaced.
-
The depreciation of the NTD and RMB help increase the sales price and gross profit margin.
| margin. | |
|---|---|
| Unfavorable factors | Response measures |
| 1.Global geopolitics are trending | 1-1. Increase production capacity of the |
| toward bloc confrontation | Philippines plant |
| 1-2.Accelerate the expansion project for the | |
| Philippinesplant | |
| 2. Increase in labor costs in China | 2-1. Speed up the introduction of automated |
| and high labor turnover increase | production equipmentand fixture tools and |
| production costs | reduce demand for human labor |
| 2-2. Streamline the production line organization | |
| and layout to reduce use of manpower | |
| 2-3. Initiate research on actions, time, and | |
| methodology to improve the balance, | |
| efficiency, and productivity on the |
|
| production line | |
| 3. Increase in prices of raw materials | 3-1. Reduce the number of suppliers and |
| introduce prioritized supplier name list | |
| system to increase the transaction volume | |
| with suppliers and use quantity to control | |
| prices | |
| 3-2. Increase the materialsdelivery schedules for | |
| suppliers | |
| 3-3. Reduce the number of purchase orders and | |
| increase the volume inpurchase orders |
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(II) Application and production of main products 1. Important applications of main products
| Applications | Applicationproducts |
|---|---|
| Computer and office equipment industry |
Mining machines, gaming CPU coolers, DT/AIO CPU coolers, graphics card/IC coolers, notebook computer coolers, hard disk boxes, uninterruptible power supply systems, (micro) projectors, workstations, photocopiers,mini computers |
| Server and communication industry |
Server system/power supply, workstation system/power supply, telecommunication equipment, network communication equipment,switches,routers,storage disc arrays |
| Industrial and medical equipment industry |
Industrial equipment, freezing equipment, measurement equipment, vending machines, ATMs, public information stations, cash registers, security surveillance equipment, drones, industrial automation equipment, industrial computers, solar power generation equipment, wind powergeneration equipment, energy storage equipment, industrial drives, industrial inverters, inverters |
| Household electrical appliance industry |
Game consoles, video streaming devices, STB video converters, digital video recorders, LED TVs, stereo equipment, kitchen equipment, air-conditioning, refrigerators, microwave ovens, induction cookers,dish washers |
| Automotive electronics industry |
LED lights, car chiller and air-conditioning systems, car air- conditioning sensors, car seat ventilation systems, car information, communication, and entertainment equipment, DC/DC converters in car battery boxes, camera systems, ADAS, ECU, HUD |
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2. Production process of main products
Production process chart of cooling fans and cooling modules
==> picture [512 x 536] intentionally omitted <==
----- Start of picture text -----
Frame and cable- Assembly of frame and coils
winding sleeve
Rivet and cabling
Fan blade forming
Metal tube drilling
SMT and PCB
combination
Installation of the positioning ring Magnetization of fan blades
Electrical conductor
Assembly of fan blades and frame Fan blade balancing
Assembly of fan blade
finished products Installation of the bearing, clamping
ring, and centering lid
Cooling fan
finished
products
Heat pipes
Cooling fins
Thermal pads
Cooling module
finished
products
----- End of picture text -----
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(III) Supply status of primary raw materials
| Supplystatus ofprimary | raw materials |
|---|---|
| Main materials | Supplystatus |
| Plastic materials | Stable source with supply price fluctuations tied to crude oil prices |
| IC | The Company must increase inventory in response to the shortagesor increased supply lead time of certain types of IC. |
| Passive components | Prices have stabilized and the supplyis stable. |
| Bearings | Stable source with supply price fluctuations tied to steel prices |
| Enameled wire | Stable source with supply price fluctuations tied to copper prices |
| Stamping parts | Stable source with supply price fluctuations tied to steel prices |
| Machining equipment parts |
Stable source with supply price fluctuations tied to steel prices |
| Heat pipes | Stable source with supply price fluctuations tied to copper prices |
| Aluminum casting boards | Stable source with supply price fluctuations tied to aluminumprices |
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-
(IV) Customers who accounted for more than 10% of the purchase (sales) in any of the last two year
-
Suppliers who accounted for more than 10% of the total purchases in any of the last two years: None
-
Customers who accounted for more than 10% of the total sales in any of the last two years: None
-
(V) Production volume and value for the last two years
Table of production volume and value for the last two years
Unit: thousand units/thousand NT$
| Unit: thousand units/thousand NT$ | Unit: thousand units/thousand NT$ | Unit: thousand units/thousand NT$ | ||||
|---|---|---|---|---|---|---|
| Year Production volume and value Main product (or department) |
2022 | 2023 | ||||
| Production capacity |
Production volume |
Production value |
Production capacity |
Production volume |
Production value |
|
| AC fans | 8,760 | 5,758 | 742,592 | 7,340 | 2,722 | 368,643 |
| DC fans | 214,000 | 136,825 | 9,955,785 | 220,420 | 113,441 | 8,399,582 |
| Total | 222,760 | 142,583 | 10,698,377 | 227,760 | 116,163 | 8,768,225 |
Note 1: Production capacity refers to the volume of product that can be produced by the Company using existing production equipment and under normal operation, after taking into consideration factors such as necessary downtime, holiday, etc. Note 2: Substitutable production capacity may be included in the production capacity and be stated in the note.
(VI) Sales volume and value for the last two years
Table of sales volume and value for the last two years
Unit: thousand units/thousand NT$
| Unit: thousand units/thousand NT$ | Unit: thousand units/thousand NT$ | Unit: thousand units/thousand NT$ | Unit: thousand units/thousand NT$ | |||||
|---|---|---|---|---|---|---|---|---|
| Year Sales volume and value Mainproduct |
2022 | 2023 | ||||||
| Domestic sales | Exports | Domestic sales | Exports | |||||
| Volume | Value | Volume | Value | Volume | Value | Volume | Value | |
| AC fans | 366 | 54,032 | 5,517 | 877,944 | 42 | 56,997 | 2,487 | 480,557 |
| DC fans | 30,865 | 2,453,720 | 94,524 | 10,632,447 | 16,062 | 1,760,240 | 101,137 | 10,578,465 |
| Sale of materials | - | 570 | - | 44,595 | - | 416 | - | 38,010 |
| Total | 31,231 | 2,508,322 | 100,041 | 11,554,986 | 16,104 | 1,817,653 | 103,624 | 11,097,032 |
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III. Employee information
Employee information for the last two years till the publication date of the Annual Report
| Report | ||||
|---|---|---|---|---|
| Year | 2022 | 2023 | As of March 31, 2024 |
|
| Number of employees |
Direct employees | 4,578 | 4,300 | 4,806 |
| Indirect employees | 2,397 | 2,201 | 2,252 | |
| Total | 6,975 | 6,501 | 7,058 | |
| Average age (year) | 31 | 33 | 33 | |
| Average | years of service | 2.56 | 3.17 | 2.84 |
| Academic qualifications |
PhD | 0.5% | 0.1% | 0.1% |
| MA | 2.5% | 2.9% | 2.7% | |
| University/College | 12.9% | 17.7% | 16.3% | |
| Senior high school | 12.8% | 11.5% | 11.3% | |
| Below high school | 71.3% | 67.8% | 69.6% |
IV. Environmental protection expenditure information
-
(I) Total losses and penalties incurred due to environmental pollution in the most recent year as of the publication date of this Annual Report The Company has not suffered any losses due to environmental pollution incidents, nor have we been penalized after an inspection from an environmental protection agency.
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(II) The Company has not incurred losses, compensation, or penalties as a result of environmental pollution. The Company places great emphasis on environmental protection and energy conservation in product design and R&D and we adopt green designs that reduce consumption of components and save energy and electricity. The production process requires complete compliance of suppliers with the related substance control declaration standard for the environment in RoHS directive in terms of the production process and raw materials. We expressly specify regulations on prohibited substances and we the product R&D process must also meet environmental protection requirements.
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The Company received ISO 14001, ISO 9001, ISO45001, IECQ QC080000, IATF 16949, and RBA certification for environmental management system and quality systems. These records demonstrate the Company's commitment to environmental protection.
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V. Employees-employer relations
-
(I) Employee welfare measures, continuing education, training, retirement system and their status of implementation, as well as agreements between the employer and employees and measures for protecting employee rights and interests
-
Employee benefits
-
A. Employee bonuses: Year-end bonus, performance bonus, business bonus, R&D bonus, patent and creation bonus, etc.
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B. Employee health examinations, health seminars, physician consultations, sports clubs, and family day activities, etc.
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C. The Company provides employees with labor insurance and health insurance in accordance with related regulations and we also have group insurance and travel insurance for employees on business trips.
-
D. Establishment of the Employee Welfare Committee for promoting employee welfare benefit plans such as year-end activities, employee vacation travel allowances, dinner party allowances, birthday and three traditional holiday bonuses, wedding gifts, bereavement support, and children's education scholarships, etc.
-
-
Employee continuing education and training The Company provides comprehensive training for new recruits to enhance their understanding of company products and related regulations and increase their understanding of the corporate culture. We also organize professional training courses and management training in accordance with the Company's annual plans to encourage employees and increase their sense of solidarity so that they can grow with the Company and achieve goals together.
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Retirement system With regard to the retirement system and implementation status, the Company follows related regulations in the Labor Standards Act and established the Employee Retirement Regulations. For employees who opt for the old pension system, the Company appropriates pension reserves within 2% of the actual salary and deposit it into the dedicated account in the Central Trust of China. Pension is paid from this account and the Company provides supplementary payment for any shortfall when the pension is paid. For employees who opt for the new pension system, the Company sets aside 6% of the salary as pension. The parts proposed by employees are deposited in accordance with their wishes within the legal specified scope.
-
Labor-management relations and employee rights maintenance measures: The Company values employee feedback and provides several communication channels (e.g., employee opinion box and online communication platform) to facilitate communication and coordination between employees and the employer. We seek to learn truly understand employees' opinions and ideas on the management and benefit system, and we emphasize bilateral communication with employees to achieve a harmonious relationship between employees and the employer.
-
(II) Losses arising as a result of labor disputes in the recent year up until the publication date of this annual report: None.
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VI. Information Security Management
-
(I) Information Security Policy
-
Ensure the continuous operations of the Company's operations and ensure the stability of information services.
-
Ensure the confidentiality, integrity, and availability of the Company's information assets.
-
(II) Information security risk management framework
-
Sunonwealth established the "Information Risk Management Committee" and the Company's President serves as the chief convener. It oversees the employees of the IT units who are assigned to the Information Security Setup Team, Information Security Technical Team, and Information Security Audit Team, and processes the establishment and implementation of information security and protection policies and compliance audits. The managers of administration and business units serve as members of the committee to review and make decisions on information security and information protection policies and ensure the effectiveness of information security management measures.
-
The Committee convenes regular (quarterly) meetings to review the implementation status and report to the Board of Directors.
-
The Company’s information security framework is as follows.
==> picture [430 x 337] intentionally omitted <==
----- Start of picture text -----
Board of Directors
Information Risk Management
Committee Convener:
President
Administrative Unit IT Unit Business Unit
Managers
Audit Team Technical Team Setup Team
Internal information Network Information security
security audit administrator management
External information System personnel Data center
security audit management
----- End of picture text -----
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(III) Specific management measures:
-
In addition to the access control and access authorization mechanisms, we added a multi-factor authentication function for the system login identity authentication.
-
The Company regularly organizes information security awareness programs to strengthen employees' awareness of information security risks.
-
All employee computers must be equipped with information security software. Files cannot be brought out of the Company unless an application is filed and approved.
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Websites without security authentication will be blocked to reduce the risks of computer virus infection and file leaks.
-
Private laptops and mobile phones cannot be used to connect to the internal network to prevent data leak.
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Prevent the use of unlicensed software through a positive whitelist of applications. Software cannot be installed unless an application is filed and approved.
-
All internal systems must be equipped with anti-virus software, updated with security patches of the original manufacturer, and regularly checked by the IT unit with vulnerability scanning, engineering exercises, system protection, and other inspections for the effectiveness of protection.
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Important information systems or equipment are equipped with cluster infrastructure and monitoring and control mechanisms to ensure their availability.
-
Take snapshots and create backup copies of contents in accordance with the hard drive data protection regulations, and conduct exercises to verify the availability of backup data every quarter.
-
Create a dual backup system with local and remote backups to prevent losses due to system damage as a result of natural disasters or other threats, and ensure the integrity of the system and data.
-
Prioritize the use of automated scripts to detect, analyze, and respond to irregularities and report to the person in charge for related procedures.
-
Conduct regular inventories of information assets and implement risk management based on information security risks for risk management.
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Set information security collective defense mechanisms, improve information security protection, train information security talents, and ensure the continuous operations of the Company.
-
Examine information security measures and regulations each year, pay attention to information security issues, and formulate response plans to ensure their appropriateness and effectiveness.
-
(IV) Plan implementation status for 2023
-
The Company has obtained the ISO 27001:2022 information security management system certificate. (Validity period: 2023/11/06 - 2026/11/05)
-
During this year, the Company convened the 4th meeting of the Information Security Management Committee in 2023 to review the implementation status of information security policies. There were no information security incidents or related hazards this year.
-
The Company organized 1 remote backup exercise this year to ensure the availability and integrity of data.
-
The Company organized 1 email social engineering drill (200 people) this year to enhance employees' response and awareness of information security risks.
-
The Company is a member of the TWCERT Information Security Alliance, and continues to effectively receive and pass on information security information.
-
The Company's Information Security Policy has been included as a mandatory online course and the completion rate is 100%.
-
The IT unit shares information on real-world information security cases each month through email to remind employees of information security risks, ensuring that all
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employees fully understand these risks.
- (V) Information security risks and response measures
To maximize the interest of the Company, employees, shareholders, and stakeholders, Sunonwealth established risk management regulations to identify different types of risks. We identify, evaluate, and quantify the risk management procedures in the response measures to reduce potential risks to a tolerable level.
- Sunonwealth takes the following risk management measures to avoid potential crises and possible losses.
Information System Risks
Implementation method
-
(1) Prioritize the use of automated scripts to detect, analyze, and respond automatically.
-
(2) If normal operations cannot be restored, the issue shall be processed in accordance with the backup recovery management regulations.
-
(3) Network equipment is designed with a stacked redundancy framework so that a single point of failure does not cause interruption of services.
-
(4) All known anomalies and detections are processed with automated scripts.
-
(5) When receiving an alert warning, the person in charge shall implement corresponding measures within the specified deadline.
-
(6) Major physical servers in the Group consist mainly of those with cluster infrastructure and single-point failures do not occur.
-
(7) Take system snapshots and create backup copies of contents in accordance with the hard drive data protection regulations, and activate remote server room backup mechanisms.
-
Network and information security management mechanisms during the pandemic
| Importanceto Operations | Control andManagement Mechanisms |
|---|---|
| I. In an environment with constantly evolving external information security threats, Sunonwealth uses information security governance and high-tech protection to protect the data and interests of all stakeholders. II. In response to the rising information security threats in the wake of the pandemic, Sunonwealth seeks to protect the corporate website and operations by adopting a defense- in-depth approach, strengthening |
1. Readiness level assessment: We adopted the readiness indicators used by the industry to set targets and assess the progress. 2. Long-term investment plans: We formulate five- year (2023-2028) long-term plans for information security with gradual implementation and optimization. 3. Focus on key risks: Identify and establish key indicators and focus on protection against key risks. 1. External enhancement (zero trust): (1) We adopted a defense-in-depth approach (packet cleaning) and collective defense (anti-virus + firewall + information security equipment) mechanisms to improve the protection and security in all aspects of information security. (2) We use whitelist control and management mechanisms to require approval before operations to control access to external websites, activation of applications, mail list, and content review. (3) We use two-factor authentication to verify the identity of the user logging into the system. (4) Recover the user's access rights for installing softwareandrestore devicestothe original |
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| information security, and expanding the scope of international certification for information security and personal data protection. We aim to increase overall operation security and personal data protection to avoid major contingencies and penalties and do our best to protect the information security reputation and image of the Company. |
default settings after log out. (5) Use programmable security response mechanisms to implement visualized and automated management of external risks. (6) Centralized management and retention shall be implemented for all operation records and system logs. (7) Use the detection network alarm mechanism to immediately forward notifications regarding anomalies to the mobile device of the person in charge. 2. Internal enhancement (zero contact/zero loss): (1) Use information security awareness campaigns, social engineering exercises, and information security equipment to reduce the risks of attacks on internal computers. (2) Use an integrated virtual and real terminal environment to achieve physical isolation and data security protection. (3) Use mobile extension to create a remote work environment and reduce clustering infection. (4) Take snapshots and create backup copies in accordance with the hard drive data protection regulations to ensure the integrity of the data and system. (5) Establish dual-layer insurance mechanisms for remote servers to ensure the security of the data and system. 3. Management regulations: The Company has obtained the ISO/IEC 27001:2022 international information security management system certification in 2023 to ensure the security of internal and external data. We shall improve the Company's overall information security and take steps to maintain the market competitiveness of Sunonwealth and protect the interests of customers andpartners. |
|
|---|---|---|
(VI) Significant information security incidents:
There has been no significant information security incidents in 2023.
The Company suffered a ransomware attack on February 19, 2024. After the IT unit discovered abnormalities in our system, it immediately notified other relevant internal units to activate information security incident response mechanisms. At the same time, it invited external experts to cooperate in handling the incident, quickly investigating the systems impacted and implementing system recovery. The unit also reviewed and strengthened existing information security policies and system framework security, and evaluated the risk that this incident posed to the Company’s business operations and assets, as well as the potential losses and impact. A response strategy was created. This incident did not result in a major impact to the Company’s overall operations, or lead to any major losses. The Company issued a material announcement and reported the incident to the relevant authorities, pursuant to law.
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After a forensic analysis and investigation of the incident, the Company inferred that the hacker obtained the password for a Company employee account through social engineering, and infiltrated a network-connected template machine at one of the Company’s overseas plants through a cloud portal, encrypting the files on the machine. Faced with the growing threat and risk of hacking attacks, Sunonwealth’s information security unit has strengthened information security training for internal employees, and optimized our system for filtering suspicious emails! The information security team shall continue improving monitoring of network threats, as well as improving our multifactor authentication and combined defense system, in order to mitigate information security risks and prevent similar attacks from happening again.
-
(VII) Reported the specific information security operations for 2023 and 2024 Q1 to the Board of Directors on March 9, 2023, May 4, 2023, August 3, 2023, November 2, 2023, and March 7, 2024 and disclosed the information security risk management information on the Company's website (https://www.sunon.com/inv38.aspx).
-
123 -
VII. Important contracts
| Nature of the contract |
Contracting parties | Commencement date/expiration date |
Main contents | Restriction clauses |
|---|---|---|---|---|
| Land use rights assignment contract |
Kunshan Economic and Technological Development Zone Agriculture, Industry, and Business Corporation |
2000.10.27~ 2050.09.14 |
Land use rights to 48,688 square meters of land to the north of Nanbin Road in Kunshan Economic and Technological Development Zone for the construction of plants and employee dormitory. |
None |
| Land use rights assignment contract |
Hermosa Ecozone Development Corporation |
2020.06.30~ 2095.06.29 |
Land use rights for 137,096 square meters of land in Lot 1 Block 12, Hermosa Ecozone Industrial Park for constructionofplants. |
None |
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F. Financial Overview
I. Condensed balance sheet and statement of income for the last five years
-
(I) Condensed balance sheet and statements of income
-
Condensed balance sheet - International Financial Reporting Standards (consolidated financial report)
Unit: thousand NT$
| Year Item |
Year Item |
Financial information for the most recent five years (Note 1) |
Financial information for the most recent five years (Note 1) |
Financial information for the most recent five years (Note 1) |
Financial information for the most recent five years (Note 1) |
Financial information for the most recent five years (Note 1) |
Current year up to March 31, 2024 Financial information (Note 3) (self-assessed) |
|---|---|---|---|---|---|---|---|
| 2019 | 2020 | 2021 | 2022 | 2023 | |||
| Current assets | 6,611,713 | 7,392,164 | 8,390,570 | 9,025,590 | 9,576,060 | 10,213,324 | |
| Property, plant and equipment (Note2) |
2,277,290 | 2,105,535 | 2,059,278 | 2,273,414 | 2,171,464 | 2,208,248 | |
| Intangible assets | 18,954 | 25,781 | 24,486 | 27,053 | 23,956 | 55,121 | |
| Other assets (Note 2) | 2,433 | 11,902 | 96,445 | 48,765 | 4,305 | 8,077 | |
| Total assets | 9,439,298 | 10,419,061 | 11,517,320 | 12,191,969 | 12,614,731 | 13,292,105 | |
| Current liabilities | Before distribution | 4,632,633 | 4,933,346 | 6,239,237 | 6,322,715 | 4,720,730 | 4,941,795 |
| After distribution | 5,134,492 | 5,535,577 | 6,540,353 | 6,975,132 | Note 4 | - | |
| Non-current liabilities | 577,887 | 891,586 | 911,298 | 666,777 | 675,273 | 678,722 | |
| Total liabilities | Before distribution | 5,210,520 | 5,824,932 | 7,150,535 | 6,989,492 | 5,396,003 | 5,620,517 |
| After distribution | 5,712,379 | 6,427,163 | 7,451,651 | 7,641,909 | Note 4 | - | |
| Equity attributable to owners of parent company |
4,228,778 | 4,594,129 | 4,366,785 | 5,202,477 | 7,218,728 | 7,671,588 | |
| Capital stock | 2,509,297 | 2,509,297 | 2,509,297 | 2,509,297 | 2,734,437 | 2,734,437 | |
| Capital surplus | 366,903 | 366,903 | 366,903 | 366,903 | 1,518,788 | 1,518,788 | |
| Retained earnings |
Before distribution | 1,612,853 | 1,960,024 | 1,785,943 | 2,584,034 | 3,265,688 | 3,592,144 |
| After distribution | 1,110,994 | 1,357,793 | 1,484,827 | 1,931,617 | Note 4 | - | |
| Other equity | -260,275 | -242,095 | -295,358 | -257,757 | -300,185 | -173,781 | |
| Treasury stock | - | - | - | - | - | - | |
| Non-controlling interests | - | - | - | - | - | - | |
| Total equity | Before distribution | 4,228,778 | 4,594,129 | 4,366,785 | 5,202,477 | 7,218,728 | 7,671,588 |
| After distribution | 3,726,919 | 3,991,898 | 4,065,669 | 4,550,060 | Note 4 | - |
- * If the Company has prepared a parent company only financial report, the Company shall prepare parent company only condensed balance sheet and statement of comprehensive income for the most recent five years.
* Companies having adopted IFRS for financial reporting for less than five years should compile additional financial data based on the financial and accounting guidelines of the Republic of China. For details, refer to data of table (2) below. Note 1: All years that have not been certified by a CPA shall be indicated.
The financial data from 2019 to 2023 have been audited by CPAs. The financial information from the first quarter of 2024 is provided by the Company.
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Note 2: The implementation date and reappraised value of assets that have been reappraised in the current year shall be disclosed.
Note 3: As of the publication date of this Annual Report, if financial information of companies whose stocks are traded on TWSE or TPEx was recently audited or reviewed by CPAs, such information shall be disclosed.
Note 4: Please fill in the numbers after distribution based on the circumstances of the shareholders' meetings for the following year.
The 2023 earning distribution case is to be approved by the shareholders' meeting. Therefore, the amounts for after the distribution have not been established.
Note 5: Financial information that has been required by the competent authority to correct or recompile shall be provided with the corrected or recompiled figures and the status and reasons shall be indicated.
-
126 -
-
Condensed balance sheet - International Financial Reporting Standards (parent company only financial report)
Unit: thousand NT$
| Unit: thousand NT$ | |||||||
|---|---|---|---|---|---|---|---|
| Year Item |
Financial information for the most recent five years (Note 1) |
Financial data in the current year up to March 31, 2024 (Note 3) |
|||||
| 2019 | 2020 | 2021 | 2022 | 2023 | |||
| Current assets | 3,520,758 | 3,504,269 | 4,313,965 | 4,994,454 | 5,812,974 | Not applicable. | |
| Property, plant and equipment (Note2) |
1,062,832 | 1,062,832 | 1,039,525 | 1,042,050 | 1,009,902 | ||
| Intangible assets | 9,853 | 17,792 | 15,386 | 18,038 | 13,895 | ||
| Other assets (Note 2) | - | - | - | - | - | ||
| Total | assets | 7,630,039 | 8,103,396 | 8,156,646 | 9,389,022 | 10,817,726 | |
| Current liabilities |
Before distribution |
3,038,815 | 2,809,130 | 3,175,201 | 3,750,059 | 3,185,593 | |
| After distribution |
3,540,674 | 3,411,361 | 3,476,317 | 4,402,476 | Note 4 | ||
| Non-current liabilities | 362,446 | 700,137 | 614,660 | 436,486 | 413,405 | ||
| Total liabilities |
Before distribution |
3,401,261 | 3,509,267 | 3,789,861 | 4,186,545 | 3,598,998 | |
| After distribution |
3,903,120 | 4,111,498 | 4,090,977 | 4,838,962 | Note 4 | ||
| Equity attributable to owners of parent company |
4,228,778 | 4,594,129 | 4,366,785 | 5,202,477 | 7,218,728 | ||
| Capital stock | 2,509,297 | 2,509,297 | 2,509,297 | 2,509,297 | 2,734,437 | ||
| Capital surplus | 366,903 | 366,903 | 366,903 | 366,903 | 1,518,788 | ||
| Retained earnings |
Before distribution |
1,612,853 | 1,960,024 | 1,785,943 | 2,584,034 | 3,265,688 | |
| After distribution |
1,110,994 | 1,357,793 | 1,484,827 | 1,931,617 | Note 4 | ||
| Other | equity | -260,275 | -242,095 | -257,757 | -257,757 | -300,185 | |
| Treasury stock | - | - | - | - | - | ||
| Non-controlling interests | - | - | - | - | - | ||
| Total equity | Before distribution |
4,228,778 | 4,594,129 | 4,366,785 | 5,202,477 | 7,218,728 | |
| After distribution |
3,726,919 | 3,991,898 | 4,065,669 | 4,550,060 | Note 4 |
* If the Company has prepared a parent company only financial report, the Company shall prepare parent company only condensed balance sheet and statement of comprehensive income for the most recent five years.
* Companies having adopted IFRS for financial reporting for less than five years should compile additional financial data based on the financial and accounting guidelines of the Republic of China. For details, refer to data of table (2) below. Note 1: All years that have not been certified by a CPA shall be indicated.
The financial data from 2019 to 2023 have been audited by CPAs.
Note 2: The implementation date and reappraised value of assets that have been reappraised in the current year shall be disclosed.
Note 3: As of the publication date of this Annual Report, if financial information of companies whose stocks are traded on TWSE or TPEx was recently audited or reviewed by CPAs, such information shall be disclosed.
- 127 -
Note 4: Please fill in the numbers after distribution based on the circumstances of the shareholders' meetings for the following year.
The 2023 earning distribution case is to be approved by the shareholders' meeting. Therefore, the amounts for after the distribution have not been established.
-
Note 5: Financial information that has been required by the competent authority to correct or recompile shall be provided with the corrected or recompiled figures and the status and reasons shall be indicated.
-
128 -
3. Condensed consolidated income statement - International Financial Reporting Standards (Consolidated Financial Report)
Unit: thousand NT$
| Year Item |
Financial information for the most recent five years (Note 1) | Financial information for the most recent five years (Note 1) | Financial information for the most recent five years (Note 1) | Financial information for the most recent five years (Note 1) | Financial information for the most recent five years (Note 1) | Financial data in the current year upto March 31, 2024 (Note 2) |
|---|---|---|---|---|---|---|
| 2019 | 2020 | 2021 | 2022 | 2023 | ||
| Operating revenue | 11,659,915 | 12,781,281 | 13,561,804 | 14,063,308 | 12,914,685 | 3,060,064 |
| Gross profit | 2,578,613 | 2,998,042 | 2,536,255 | 3,170,958 | 3,601,358 | 799,264 |
| Operating income/loss | 787,252 | 1,114,211 | 463,667 | 1,121,884 | 1,530,375 | 274,904 |
| Non-operating income and expenses |
122,472 | -25,808 | 121,563 | 303,993 | 221,213 | 140,401 |
| Net income before tax | 909,724 | 1,088,403 | 585,230 | 1,425,877 | 1,751,588 | 415,305 |
| Net income from continuing operations |
680,801 | 851,650 | 429,253 | 1,089,095 | 1,333,934 | 326,456 |
| Loss from discontinued operations |
- | - | - | - | - | - |
| Net profit of the term (loss) |
680,801 | 851,650 | 429,253 | 1,089,095 | 1,333,934 | 326,456 |
| Other comprehensive income of the period (netincome aftertax) |
-89,534 | 15,561 | -54,366 | 47,713 | -42,291 | 126,404 |
| Total comprehensive income ofthe period |
591,267 | 867,211 | 374,887 | 1,136,808 | 1,291,643 | 452,860 |
| Net income attributable to owners of the parent company |
680,801 | 851,650 | 429,253 | 1,089,095 | 1,333,934 | 326,456 |
| Net income (loss) attributable to non- controlling interests Equity |
- | - | - | - | - | - |
| Total comprehensive income attributable to owners of the parent company |
591,267 | 867,211 | 374,887 | 1,136,808 | 1,291,643 | 452,860 |
| Total comprehensive income attributable to non-controlling interests |
- | - | - | - | - | - |
| Earnings per share | 2.71 | 3.39 | 1.71 | 4.34 | 5.16 | 1.19 |
* If the Company has prepared a parent company only financial report, the Company shall prepare parent company only condensed balance sheet and statement of comprehensive income for the most recent five years.
* Companies having adopted IFRS for financial reporting for less than five years should compile additional financial data based on the financial and accounting guidelines of the Republic of China. For details, refer to data of table (2) below.
Note 1: All years that have not been certified by a CPA shall be indicated.
The financial data from 2019 to 2023 have been audited by CPAs. The financial information from the first quarter of 2024 is provided by the Company.
Note 2: As of the publication date of this Annual Report, if financial information of companies whose stocks are traded on TWSE or TPEx was recently audited or reviewed by CPAs, such information shall be disclosed.
Note 3: The losses of discontinued operations shall be represented by the net value after deducting income tax.
Note 4: Financial information that has been required by the competent authority to correct or recompile shall be provided with the corrected or recompiled figures and the status and reasons shall be indicated.
-
129 -
-
Condensed consolidated income statement - International Financial Reporting Standards (Parent Company Only Financial Report)
Unit: thousand NT$
| Year Item |
Financial information for the most recent five years (Note 1) | Financial information for the most recent five years (Note 1) | Financial information for the most recent five years (Note 1) | Financial information for the most recent five years (Note 1) | Financial information for the most recent five years (Note 1) | Financial data in the current year up to March 31, 2024 (Note 2) |
|---|---|---|---|---|---|---|
| 2019 | 2019 | 2020 | 2021 | 2022 | ||
| Operating revenue | 7,831,346 | 8,611,750 | 9,894,052 | 11,762,491 | 9,638,747 | Not applicable. |
| Gross profit | 1,224,266 | 1,335,048 | 1,263,275 | 1,741,530 | 1,608,563 | |
| Operating income/loss | 241,351 | 299,270 | 265,930 | 592,089 | 427,305 | |
| Non-operating income and expenses |
581,173 | 736,645 | 288,250 | 762,162 | 1,154,975 | |
| Net income before tax | 822,524 | 1,035,915 | 554,180 | 1,354,251 | 1,582,280 | |
| Net income from continuing operations |
680,801 | 851,650 | 429,253 | 1,089,095 | 1,333,934 | |
| Loss from discontinued operations |
- | - | - | - | - | |
| Net profit of the term (loss) |
680,801 | 851,650 | 429,253 | 1,089,095 | 1,333,934 | |
| Other comprehensive income of the period (netincome aftertax) |
-89,534 | 15,561 | -54,366 | 47,713 | -42,291 | |
| Total comprehensive income ofthe period |
591,267 | 867,211 | 374,887 | 1,136,808 | 1,291,643 | |
| Net income attributable to owners of the parent company |
- | - | - | - | - | |
| Net income (loss) attributable to non- controllinginterests |
- | - | - | - | - | |
| Total comprehensive income attributable to owners of the parent company |
- | - | - | - | - | |
| Total comprehensive income attributable to non-controlling interests |
- | - | - | - | - | |
| Earnings per share | 2.71 | 3.39 | 1.71 | 4.34 | 5.16 |
-
* If the Company has prepared a parent company only financial report, the Company shall prepare parent company only condensed balance sheet and statement of comprehensive income for the most recent five years.
-
* Companies having adopted IFRS for financial reporting for less than five years should compile additional financial data based on the financial and accounting guidelines of the Republic of China. For details, refer to data of table (2) below.
-
Note 1: All years that have not been certified by a CPA shall be indicated.
The financial data from 2019 to 2023 have been audited by CPAs.
-
Note 2: As of the publication date of this Annual Report, if financial information of companies whose stocks are traded on TWSE or TPEx was recently audited or reviewed by CPAs, such information shall be disclosed.
-
Note 3: The losses of discontinued operations shall be represented by the net value after deducting income tax.
-
Note 4: Financial information that has been required by the competent authority to correct or recompile shall be provided with the corrected or recompiled figures and the status and reasons shall be indicated.
-
130 -
(II) Names of certifying CPAs of the most recent five years and their audit opinions:
| Opinions of the CPAs Year |
Certifying CPA | Audit opinion |
|---|---|---|
| 2019 | Crowe Horwath (TW) Ching-Lin Li, CPA Shu-Man Tsai, CPA |
Unqualified opinion |
| 2020 | Crowe Horwath (TW) Ching-Lin Li, CPA Shu-Man Tsai, CPA |
Unqualified opinion |
| 2021 | Crowe Horwath (TW) Ching-Lin Li, CPA Shu-Man Tsai, CPA |
Unqualified opinion and other supplementary matters |
| 2022 | Crowe Horwath (TW) Ching-Lin Li, CPA Kuo-MingLi, CPA |
Unqualified opinion and other supplementary matters |
| 2023 | Crowe Horwath (TW) Ching-Lin Li, CPA Kuo-MingLi,CPA |
Unqualified opinion and other supplementary matters |
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II. Financial analysis for the last five year
(I) Financial analysis- International Financial Reporting Standards (Consolidated Financial Report)
| Year (Note 1) Analysis item(Note 3) |
Year (Note 1) Analysis item(Note 3) |
Financial analysis for the last five year | Financial analysis for the last five year | Financial analysis for the last five year | Financial analysis for the last five year | Financial analysis for the last five year | Current year up to March 31, 2024 (Note 2) (self-assessed) |
|---|---|---|---|---|---|---|---|
| 2019 | 2020 | 2021 | 2022 | 2023 | |||
| Financial structure(%) |
Debt-to-assets ratio | 55.20 | 55.91 | 62.09 | 57.33 | 42.78 | 42.28 |
| Long-term capital to property, plant, and equipment ratio |
211.07 |
260.54 | 256.31 | 258.17 | 363.53 | 378.14 | |
| Solvency % | Current ratio | 142.72 | 149.84 | 134.48 | 142.75 | 202.85 | 206.67 |
| Quick ratio | 109.10 | 112.65 | 91.64 | 98.47 | 157.62 | 161.96 | |
| Times interest earned | 32.54 | 46.80 | 21.78 | 33.11 | 38.27 | 60.80 | |
| Operating ability | Average collection turnover (times) |
3.64 | 3.90 | 4.06 | 4.09 | 3.98 | 3.89 |
| Days sales outstanding | 100.27 | 93.58 | 89.90 | 89.24 | 91.70 | 93.93 | |
| Average inventory turnover (times) |
5.48 | 5.98 | 5.18 | 4.22 | 3.95 | 4.33 | |
| Average payment turnover (times) |
3.38 | 3.54 | 3.84 | 3.49 | 3.06 | 3.18 | |
| Average inventoryturnover days | 66.60 | 61.03 | 70.46 | 86.49 | 92.40 | 84.22 | |
| Property, plant and equipment turnover(times) |
5.01 | 5.83 | 6.51 | 6.49 | 5.81 | 5.59 | |
| Total assets turnover(times) | 1.27 | 1.29 | 1.24 | 1.19 | 1.04 | 0.94 | |
| Profitability | Return on assets(%) | 7.63 | 8.76 | 4.10 | 9.47 | 11.04 | 10.25 |
| Return on equity (%) | 16.27 | 19.31 | 9.58 | 22.76 | 21.48 | 17.54 | |
| Pre-tax income to paid-in capital ratio(%) (Note 7) |
36.25 |
43.37 | 23.32 | 56.82 | 64.06 | 60.75 | |
| Netprofit ratio(%) | 5.84 | 6.66 | 3.17 | 7.74 | 10.33 | 10.67 | |
| Earningsper share(NT$) | 2.71 | 3.39 | 1.71 | 4.34 | 5.16 | 1.19 | |
| Cash flow | Cash flow ratio (%) | 19.57 | 30.01 | 3.06 | 34.13 | 46.07 | - |
| Cash flow adequacy ratio (%) | 86.30 | 90.09 | 67.53 | 96.74 | 123.21 | - | |
| Cash reinvestment ratio (%) | 6.23 | 15.98 | -8.02 | 30.60 | 18.33 | - | |
| Leverage | Operating leverage | 4.13 | 3.58 | 8.29 | 3.93 | 2.95 | - |
| Financial leverage | 1.04 | 1.02 | 1.06 | 1.04 | 1.03 | 1.03 | |
| Please explain reasons for changes in financial ratios in the last two years. (Analysis can be omitted for the change is less than 20%) 1. Financial structure The decrease in debt-to-asset ratio was due to the reduction in liabilities as a result of issuing unsecured convertible corporate bonds in 2023 to repay loans. The increase in the long-term capital to property, plant, and equipment ratio was due to the decrease in liabilities and increase in equity from higher profits. 2. Solvency The increase in current ratio and quick ratio was due to the decrease in liabilities as a result of loan repayments. 3. Profitability The increase in net profit ratio was due to changes in the product sales mix, where an increase in the sales proportion of high-margin products resulted in an increase to gross profit. 4. Cash flow |
Please explain reasons for changes in financial ratios in the last two years. (Analysis can be omitted for the change is less than 20%) 1. Financial structure
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The increase in cash flow ratio was due to a decrease in current liabilities as a result of repayments of bank loans. The increase in cash flow adequacy ratio was due to an increase in net cash flow from operating activities. The decrease in the cash reinvestment ratio was due to an increase in working capital as a result of increased gross profits.
- 133 -
Financial analysis- International Financial Reporting Standards (Parent Company Only Financial
Report)
| Report) | Report) | ||||||
|---|---|---|---|---|---|---|---|
| Year (Note 1) Analysis item(Note 3) |
Financial analysis for the last fiveyear | Current year up to March 31, 2024 (Note 2) |
|||||
| 2019 | 2020 | 2021 | 2022 | 2023 | |||
| Financial structure(%) |
Debt-to-assets ratio | 44.58 | 43.31 | 46.46 | 44.59 | 33.27 | Not applicable. |
| Long-term capitalto property, plant, and equipment ratio |
431.57 |
509.30 | 478.04 | 538.18 | 755.73 | ||
| Solve ncy |
Current ratio | 115.86 | 124.75 | 135.86 | 133.18 | 182.48 | |
| Quick ratio | 90.02 | 102.69 | 107.09 | 108.18 | 155.70 | ||
| Times interest earned | 106.79 | 137.00 | 67.19 | 100.87 | 86.16 | ||
| Operating ability | Average collection turnover (times) |
3.56 | 3.76 | 3.81 | 3.66 | 3.08 | |
| Days sales outstanding | 102.53 | 97.07 | 95.80 | 99.73 | 118.50 | ||
| Average inventory turnover (times) |
8.04 | 10.53 | 11.44 | 10.98 | 9.07 | ||
| Average payment turnover (times) |
3.24 | 3.63 | 4.31 | 4.81 | 3.51 | ||
| Average inventoryturnover days | 45.40 | 34.66 | 31.90 | 33.24 | 40.24 | ||
| Property, plant and equipment turnover(times) |
7.37 | 8.19 | 9.51 | 11.26 | 9.37 | ||
| Total assets turnover(times) | 1.04 | 1.09 | 1.22 | 1.34 | 0.95 | ||
| Profitability | Return on assets(%) | 9.15 | 10.91 | 5.36 | 12.54 | 13.36 | |
| Return on equity (%) | 16.27 | 19.31 | 9.58 | 22.76 | 21.48 | ||
| Pre-tax income to paid-in capital ratio(%) (Note 7) |
32.78 |
41.28 | 22.09 | 53.97 | 57.86 | ||
| Net margin(%) | 8.69 | 9.89 | 4.34 | 9.26 | 13.84 | ||
| Earningsper share(NT$) | 2.71 | 3.39 | 1.71 | 4.34 | 5.16 | ||
| Cash flow |
Cash flow ratio(%) | 16.45 | 36.32 | 1.16 | 10.65 | 67.17 | |
| Cash flow adequacyratio(%) | 74.26 | 77.76 | 62.57 | 63.07 | 99.80 | ||
| Cash reinvestment ratio | -0.11 | 26.17 | -23.25 | 3.81 | 37.64 | ||
| Leverage | Operatingleverage | 3.72 | 3.38 | 3.52 | 2.43 | 3.02 | |
| Financial leverage | 1.03 | 1.03 | 1.03 | 1.02 | 1.05 | ||
| Please explain reasons for changes in financial ratios in the last two years. (Analysis can be omitted for the change is less than 20%) 1.Financial structure The decrease in debt-to-asset ratio was due to the reduction in liabilities as a result of issuing unsecured convertible corporate bonds in 2023 to repay loans. The increase in the long-term capital to property, plant, and equipment ratio was due to the decrease in liabilities and increase in equity from higher profits. 2. Solvency The increase in current ratio and quick ratio was due to the decrease in liabilities as a result of loan repayments. 3.Operating ability The decrease in accounts payable turnover rate and the average inventory turnover days was due to the decrease in operating costs. The decrease in total asset turnover rate was due to the increase in cash and cash equivalents and investments accounted for using the equity method. 4.Profitability The increase in net profit ratio was due to changes in the product sales mix, where an increase in the sales proportion of high-margin products resulted in an increase to gross profit. 5.Cash flow The increase in cash flow ratio,cash flow adequacyratio,and cash reinvestment ratio was due to an increase in |
- 134 -
net cash flows from operating activities as a result of issuing unsecured convertible corporate bonds. 6. Leverage
The decrease in the degree of operating leverage was due to an increase in production efficiency and lower operating costs.
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Note 1: All years that have not been certified by a CPA shall be indicated.
-
The financial data from 2019 to 2023 have been audited by CPAs. The financial information from the first quarter of 2024 is provided by the Company.
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Note 2: As of the publication date of this Annual Report, if financial information of companies whose stocks are traded on TWSE or TPEx was recently audited or reviewed by CPAs, such information shall be analyzed.
-
Note 3: The end of Annual Report shall include the following formulas:
-
Financial structure
-
(1) Debt-to-asset ratio = total liabilities / total assets.
-
(2) Long-term fund to property, plant and equipment ratio = (total equity + non-current liabilities) / net amount of real estate properties, plants and equipment.
-
Solvency
-
(1) Current ratio = current assets / current liabilities.
-
(2) Quick ratio = (current assets - inventory - prepaid expense) / current liabilities.
-
(3) Time interest earned = net income before income tax and interest expense / current interest expense.
-
Operating ability
-
(1) Receivables (including accounts receivable arising from operation notes receivable) turnover ratio = net sales
- / average receivables (including accounts receivable arising from operation notes receivable) balances.
-
(2) Average collection period = 365 / receivables turnover.
-
(3) Inventory turnover ratio = cost of goods sold / average amount of inventory.
-
(4) Payable (including accounts payable arising from operation notes payable) turnover ratio = cost of goods sold / average payables (including accounts payable arising from operation notes payable) balances.
-
(5) Average days of sales = 365 / inventory turnover.
-
(6) Real estate, plant, and equipment turnover ratio = net sales / average net for real estate, plant, and equipment.
-
(7) Fixed assets turnover = net sales / average gross assets.
-
Profitability
-
(1) Return on assets = [net income + interest expense (1 tax rate)] / average total assets.–
-
(2) Return on equity = income after tax/net average equity.
-
(3) Net margin = net income / net sales.
-
(4) Earnings per share = (income belonging to owner of parent company - stock dividend of preferred stocks)/weighted average number of issued shares. (Note 4)
-
Cash flow
-
(1) Cash flow ratio = new cash flows from operating activities / current liabilities.
-
(2) Net cash flow adequacy ratio = Net cash flow from operating activities for the most recent five years / (capital expenditures + inventory increase + cash dividend) for the most recent five years.
-
(3) Cash reinvestment ratio = (net cash flows from operating activities –cash dividend) / (gross margin of property, plant and equipment + long-term investment + other non-current assets + working capital). (Note 5)
-
Leverage:
-
(1) Operating leverage = (net operating revenues - current operating cost and expense) / operating profit (Note 6).
-
(2) Financial leverage = operating profit / (operating profit - interest expenses).
-
Note 4: The following items should be noted for the calculation of earnings per share using the above-mentioned formula:
-
The calculations shall be based on the average number of the weighted common shares rather than shares issued at the end of the year.
-
The circulation period shall be considered for cash capital increase or treasury stock traders when calculating the weighted average number of shares.
-
When calculating annual or semi-annual earnings per share for those with capitalization of retained earnings or capital reserves, capital ratio shall be adjusted retrospectively and the replenishment period issues need not be considered.
-
If the preferred stock is non-convertible cumulative preferred stock, the dividend of the current year (whether it is distributed) should be deducted from net income or added to net loss. If the preferred shares are not cumulative in nature, the preferred stock dividends shall be deducted from the net income under after-tax net profit conditions. If it is a loss, no adjustment is needed.
-
Note 5: Special attention shall be paid to the following items during cash flow analysis measurements:
-
Net cash flow from operating activities shall refer to the net cash inflow from operating activities listed in the cash flow statement.
-
Capital expenditure shall refer to the annual capital investment cash outflow.
-
If the inventory increase during the closing is greater than that during the opening and the inventory decreased at the end of the year, it should be calculated as zero.
-
Cash dividends include common stock and preferred stock cash dividends.
-
Gross profit for real estate, plant, and equipment shall refer to the total amount for real estate, plant, and equipment before accumulated depreciation is deducted.
-
136 -
-
Note 6: The issuer shall divide the various operating costs and expenses as fixed or changeable based on their natures. If such costs are subject to estimates or subjective judgments, the issuer shall ensure that the methods of deriving those costs are rational and consistent.
-
Note 7: For companies whose stock has no par value or a par value other than NT$10, the calculation for paid-in capital as prescribed above shall be calculated instead as the equity ratio attributable to the asset balance sheet of the owners of the parent company.
-
137 -
III. Audit Committee's review report for the financial statements of the most recent year
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. Convener of the Audit Committee: Chun-Hao Xin
March 7, 2024
- 138 -
IV. Financial statements of the most recent year
-
139 -
-
140 -
-
141 -
-
142 -
-
143 -
-
144 -
-
145 -
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 |
- 146 -
| 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.
- 147 -
SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
==> picture [458 x 697] intentionally omitted <==
----- Start of picture text -----
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
----- End of picture text -----
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.
- 151 -
SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars, Except Stated Otherwise)
1. GENERAL INFORMATION
-
Sunonwealth Electric Machine Industry Co., Ltd. (collectively as the “Company”) was incorporated in October 1980. The Company engages mainly in the manufacturing and selling of AC/DC brushless fans, electric fans, motors and related components, and micro cooling fans. The principal operating activities of the Company and its subsidiaries (collectively as the “Group”) are described in Note 4(3). In addition, the Company has no ultimate parent company.
-
The consolidated financial statements are presented in the Company’s functional currency, New Taiwan Dollars.
2. THE AUTHORIZATION OF THE CONSOLIDATED FINANCIAL STATEMENTS
- The consolidated financial statements were approved and authorized for issue by the Board of Directors on March 7, 2024.
3. APPLICATION OF NEW AND AMENDED STANDARDS AND INTERPRETATIONS
- (1) Effect of adoption of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
New standards, interpretations and amendments endorsed by the FSC and effective from 2023 are as follows:
Effective Date Announced New IFRSs by IASB Amendments to IAS 1 “Disclosure of Accounting Policies” January 1, 2023 (Note 1) Amendments to IAS 8 “Definition of Accounting January 1, 2023 (Note 2) Estimates” Amendment to IAS 12 “Deferred Tax Related to Assets January 1, 2023 (Note 3) and Liabilities Arising from a Single Transaction” “ - Amendments to IAS 12 International Tax Reform (Note 4) Pillar Two Model Rules”
-
Note 1: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
-
Note 2: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.
-
152 -
-
Note 3: Except for otherwise specified with for temporary differences associated with leases and decommissioning obligations, the amendments will be applied prospectively to transactions that occur on or after January 1, 2022.
-
Note 4: As a temporary exception under IAS 12, the company shall not recognize deferred income tax assets and liabilities related to Pillar Two income tax, nor shall it disclose their related information. However, the company shall disclose in its financial report that it has already applied this exception. The company shall apply this part of the amendment retrospectively in accordance with IAS 8 since its issuance date (i.e. May 23, 2023). The company shall apply the remaining disclosure requirements for the annual reporting periods beginning on or after January 1, 2023 and needs not to disclose such information in its interim reports with a reporting dates ending before or on December 31, 2023.
-
A. Amendments to IAS 1 “Disclosure of Accounting Policies” This amendment clarifies that when the size or nature of a transaction, other event or condition is material, and the related accounting policy information is also material to the financial report, the related material accounting policy information shall be disclosed. Conversely, if the company determines that the size or nature of a transaction, other event or condition is not material, or that the size or nature of a transaction is material but the related accounting policy information is not material, it does not need to disclose those immaterial accounting policy information. However, the company’s conclusion that accounting policy information is immaterial does not affect the relevant disclosures required by other IFRS standards.
-
B. Amendments to IAS 8 “Definition of Accounting Estimates”
-
This amendment defines accounting estimates as the monetary amount of financial statements subject to measurement uncertainty, and provides further explanations that, except for corrections due to errors in the previous period, the impact of changes in input values or measurement techniques on accounting estimates is a change in accounting estimates.
-
C. Amendment to IAS 12 “Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction”
-
The amendments narrow the scope of the recognition exemption in paragraphs 15 and 24 of IAS 12 so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. When the Company initially applies the amendments, it will recognize the cumulative effect of applying the amendments initially as an adjustment to the opening balance of the retained earnings (or other components of equity, as appropriate) at the beginning of the earliest presented period for all deductible and taxable temporary differences associated with leases and decommissioning, and will prospectively apply the amendments for other transactions occurred on or after January 1, 2022.
-
153 -
As of the date the accompany consolidated financial statements are authorized for issue, the Company is still evaluating the impact on its financial position and financial performance as a result of the initial adoption of the aforementioned standards or interpretations. The related impact will be disclosed when the Company completes the evaluation.
-
“ ” -
-
D. Amendments to IAS 12 International Tax Reform Pillar Two Model Rules The amendments stipulates that, as a temporary exception to IAS 12, Company shall neither recognize nor disclose information about deferred income tax assets and liabilities for Pillar Two income tax relating to international tax reform; however, Company shall disclose in its financial reports that it has applied this exception. In addition, Company shall separately disclose its current income tax expenses (benefits) relating to Pillar Two income tax. If the Pillar Two bill has been enacted or has been substantively enacted but has not yet taken effect, Company should disclose qualitative and quantitative information on its exposure to Pillar Two income tax that is known or can be reasonably estimated.
The Group has evaluated the aforementioned standards and interpretations, and there’s no significant effect on the Group’s financial position and performance.
- (2) Effect of new issuances or amendments to IFRSs as endorsed by the FSC but not yet adopted:
| adopted: | |
|---|---|
| New IFRSs Amendments to IFRS 16 "Lease liabilities in sale and leaseback" Amendments to IAS 1 “Classification of Liabilities as Current or Noncurrent” Amendments to IAS 1 “Non-current Liabilities with Covenants " Amendments to IAS 7 and IFRS 7 “Supplier finance arrangements " |
Effective Date Announced by IASB |
| January 1, 2024 (Note 1) January 1, 2024 January 1, 2024 January 1, 2024(Note 2) |
-
Note 1: The seller-lessee shall apply the amendments retroactively in accordance with IAS 8 for the sale and leaseback transactions made after the initial application of IFRS 16.
-
Note 2: This amendment provides certain transitional reliefs. When initially appling the amendment, Company are not required to disclose comparative information and interim period information, as well as opening information required by paragraph 44H(b)(ii)-(iii).
-
A.Amendments to IFRS 16 "Lease liability in a sale and leaseback”
This amendment clarifies that for a sale and leaseback transaction, if the transfer of the asset is treated as a sale in accordance with IFRS 15, the liabilities incurred by the
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seller and lessee due to the leaseback should be treated in accordance with IFRS 16 regarding lease liabilities; however, if variable lease payments that do not depend on an index or rate are involved, the seller-lessee should still determine and recognize the lease liability arising from such variable payments in a manner that does not recognize gains and losses related to the retained right of use. The difference between the subsequent actual lease payment amount and the reduced carrying amount of the lease liability is recognized in profit or loss.
-
B. Amendments to IAS 1 “Classification of Liabilities as Current or Noncurrent”
-
The amendments clarify that when the Company determines whether a liability is classified as noncurrent, the Company should assess whether the Company has the right to defer the settlement for at least twelve months after the reporting period. If the Company has that right on the end of reporting period, that liability must be classified as non-current regardless whether the Company expects whether to exercise the right or not. If the Company must follow certain conditions to have the right to defer the settlement of a liability, the Company must have followed those conditions on the end of reporting period in order to have that right even if the lender tests the Company’s compliance on a later date.
The aforementioned settlement means transferring cash, other economic resources or the Company’s equity instruments to the counter-party to extinguish the liability. If the terms of the liability give the counterparty an option to extinguish the liability by the Company’s equity instruments, and this option is recognized separately in equity in accordance with IAS 32 “Financial Instruments: Presentation” then the classification of the liability will not be affected.
-
C. Amendment to IAS 1 “Non-current Liabilities with Covenants”
-
This amendment further clarifies that only contractual terms that are required to be complied with before the end of the reporting period will affect the classification of the liability at that date. The contractual terms that required to be complied with within 12 months after the reporting period do not affect the classification of liabilities at the reporting date. However, for liabilities classified as non-current and must be repaid within 12 months after the reporting period due to potential non-compliance, the relevant facts and circumstances should be disclosed in the notes.
-
D.Amendments to IAS 7 and IFRS 7 “Supplier finance arrangements "
-
Supplier financing arrangements involve one or more financing providers making payments to suppliers on behalf of Company, and Company agrees to repay the financing providers on the payment date agreed with the suppliers or a later date. The amendments to IAS 7 require Company to disclose information on its supplier financing arrangements to enable users of financial statements to assess the impact of these arrangements on Company's liabilities, cash flows and exposure to liquidity. The amendments to IFRS 7 include into its application guidance that when disclosing how Company manages the liquidity risk of its financial liabilities, it may also consider
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whether it has obtained or can obtain financing facilities through supplier financing arrangements, and whether these arrangements may cause concentration of liquidity risk.
The Group has evaluated the aforementioned standards and interpretations, and there is no significant effect to the Group’s financial position and performance.
| (3) Effect of the IFRSs issued by IASB but not yet endorsed | and issued into effect by FSC: |
|---|---|
| Effective Date Announced | |
| NewIFRSs | byIASB |
| Amendments to IFRS 10 and IAS 28 “Sale or Contribution | To be determined by IASB |
| of Assets between an Investor and its Associate or Joint | |
| Venture” | |
| IFRS 17 “Insurance Contracts” | January 1, 2023 |
| Amendments to IFRS 17 | January 1, 2023 |
| Amendments to IFRS 17 “Initial application IFRS 17 and | January 1, 2023 |
| IFRS 9– Compare Information” | |
| Amendments to IFRS 21 " Lack of Exchangeability " | January 1, 2025 |
As of the date the accompany consolidated financial statements are authorized for issue, the Group is still evaluating the impact on its financial position and financial performance as a result of the initial adoption of the aforementioned standards or interpretations. The related impact will be disclosed when the Group completes the evaluation.
4.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
(1) Compliance statement
The accompanying consolidated financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the IFRSs, IASs, interpretations as well as related guidance endorsed by the FSC with the effective dates.
(2) Basis of preparation
-
A.Except for the following items, these consolidated financial statements have been prepared under the historical cost convention:
-
a. Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.
-
b. Financial assets at fair value through other comprehensive income or loss.
-
c. Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.
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B.The preparation of financial statements in compliance with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.
-
(3) Basis of consolidation
-
A. Basis for preparation of consolidated financial statements:
-
a. All subsidiaries are included in the Group’s consolidated financial statements. Subsidiaries are all entities (including structured entities) controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.
-
b. Inter-company transactions, balances and unrealized gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
-
c. Profit or loss and each component of other comprehensive income are attributed to the owners of the parent and to the non-controlling interests. Total comprehensive income is attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
-
d. Changes in a parent's ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, i.e. transactions with owners in their capacity as owners. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity.
-
e.When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. That fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the associate or joint venture. Any difference between fair value and carrying amount is recognized in profit or loss. All amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss or transferred directly to retained earnings as appropriate, on the same basis as would be required if the related assets or liabilities were disposed of. That is, when the Group loses control of a subsidiary, all gains or losses previously recognized in other comprehensive income in relation to the subsidiary should be reclassified from equity to profit or loss, if such gains or losses would be reclassified to profit or loss when the related assets or liabilities are disposed of.
-
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B. The consolidated entities were as follows:
Percentage of Ownership
| Investee / Subsidiary Main Businesses 1.Sunonwealth Electric Machine Industry Co., Ltd. Sunon INC. Manufacturing and selling of fans Sunon SAS. Manufacturing and selling of fans Sunon Corporation Manufacturing and selling of fans Sunonwealth Electric Machine Ind.(H.K.)Ltd. Manufacturing and selling of fans Successful Century Co., Ltd. Investments BVI Sunon International Limited Investments Sunon Electronics India Private Limited Manufacturing and selling of fans Sunon Electronics Philippines Corp. Manufacturing and selling of fans Sunon Properties Philippines Corp. Real estate development 2.BVI Sunon International Limited Sunon Electronic (Foshan) Co., Ltd. General investment and trade Sunon Electronic (Bei Hai) Co., Ltd. Manufacturing and selling of new type electronic parts 3.Sunon Electronic (Foshan) Co., Ltd. Beihai Li Zhun Electronics Co., Ltd. Manufacturing and selling of fans 4.Successful Century Co., Ltd. Sunon Electronic (Kunshan) Co., Ltd. Manufacturing and selling of fans 5.Sunon Electronic (Kunshan) Co., Ltd. Beihai Li Zhun Electronics Co., Ltd. Manufacturing and selling of fans 6.Sunon SAS Sunon Deutschland GmbH Selling of fans |
December 31, 2023 | December 31, 2022 |
|---|---|---|
| 100.00% 100.00% 100.00% 99.99% 100.00% 100.00% 99.99% 99.99% 99.99% 100.00% 100.00% 66.67% 100.00% 33.33% 100.00% |
100.00% 100.00% 100.00% 99.99% 100.00% 100.00% 99.99% 99.99% 99.99% 100.00% 100.00% 66.67% 100.00% 33.33% 100.00% |
a. Some subsidiaries’ financial statements contained in the above consolidated financial statements were audited by the other auditors. These subsidiaries’ total assets amounted to $1,376,210 thousand and $1,422,090 thousand, representing 10.91% and 11.66% of the consolidated assets, and their total liabilities amounted
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to $460,549 thousand and $692,641 thousand, representing 8.54% and 9.91% of the consolidated liabilities as of December 31, 2023 and 2022, respectively; their total operating revenues amounted $1,231,488 thousand and $1,435,265 thousand, representing 9.54% and 10.21% and their total comprehensive income amounted to ($8,642) thousand and $52,377 thousand, representing (0.67%) and 4.61% of the total comprehensive income for the years ended December 31, 2023 and 2022, respectively.
b. Changes in subsidiaries: None.
-
C. Subsidiaries not included in the consolidated financial reports: None.
-
D. Adjustments for subsidiaries with different balance sheet dates: None.
-
E. Material restrictions: None.
-
F. Contents of the parent company’s securities held by subsidiaries: None.
-
G. Subsidiaries that have non-controlling interest that are material to the Group: None.
-
(4) Foreign currency translation
-
A. Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in New Taiwan Dollars, which is the Company’s functional and the Group’s presentation currency.
-
B. In preparing the financial statements of each individual consolidated entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Such exchange differences are recognized in profit or loss in the year in which they arise. Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising on the retranslation of non-monetary items are included in profit or loss for the year except for exchange differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income. Non-monetary items that are measured in terms of historical cost in foreign currencies are not retranslated.
-
C. For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated into New Taiwan Dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange
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rates at the dates of the transactions are used. Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in equity (attributed to noncontrolling interests as appropriate).
-
(5) Classification of current and non-current items
-
A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
-
a. Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle;
-
b. Assets held mainly for trading purposes;
-
c. Assets that are expected to be realized within twelve months from the balance sheet date;
-
d. Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.
-
-
B.Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
-
a. Liabilities that are expected to be paid off within the normal operating cycle;
-
b. Liabilities held mainly for trading purposes;
-
c. Liabilities that are to be paid off within twelve months from the balance sheet date (Even if a long-term refinancing or re-arrangement of payment agreements is completed after the balance sheet date and before the issuance of the financial report is approved, it is classified as current liabilities).
-
d. Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
-
-
(6) Cash and cash equivalents
-
Cash and cash equivalents comprises cash on hand, demand deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value (including the original maturity of the time deposits within three months.)
-
(7) Financial instruments
Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instrument.
-
Financial assets and financial liabilities are recognized initially at fair value plus or minus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
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-
A. Financial assets
-
a. Category of financial assets
Financial assets are recognized on a trade date basis.
Financial assets are classified into the following categories: financial assets at FVTPL and financial assets at amortized cost.
- (a) Financial asset at FVTPL
For certain financial assets are classified as at FVTPL when such a financial asset is mandatorily and designated classified. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.
The Company, at initial recognition, irrevocably designate a financial asset as measured at fair value through profit or loss if doing so eliminates or significantly reduces a measurement or recognition inconsistency (sometimes referred to as an ‘accountingmismatch’) that would otherwise arise from measuring assets or liabilities or recognising the gains and losses on them on different bases.
Financial assets at fair value through profit or loss are measured at fair value, dividends generated are recognized in other income, and interest income and gains or losses arising from remeasurement are recognized in other gains and losses. For the determination of fair value, please refer to Note 12.
(b) Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
-
a. The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
-
b. The contractual terms of the financial assets give rise on specified date to cash flow that are solely payments of principal and interest on the principal amount outstanding.
Financial assets at amortized cost, which equals to gross carrying amount determined by the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.
Expect for the following two cases, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset.
-
a. Purchased or originated credit-impaired financial assets: for those financial assets, the Group applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
-
b. Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets: for those financial assets, the Group shall apply the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
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(c) Investments in equity instruments at FVTOCI
- On initial recognition, the Company may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination. Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead, they will be transferred to retained earnings. Dividends on these investments in equity instruments at FVTOCI are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the Company’s right clearly represent a recovery of part of the cost of the investment
-
b. Impairment of financial assets
-
(a) At the end of each reporting period, a loss allowance for expected credit loss is recognized for financial assets at amortized cost (including accounts receivable), investments in debt instruments that are measured at FVTOCI, lease receivable and contract assets.
-
(b) The Group always recognize lifetime Expected Credit Loss (i.e. ECL) for accounts receivables. For other financial assets, the Group recognize lifetime ECL when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equaling to 12-month ECL.
-
(c) Expected credit losses reflect the weighted average of credit losses with the respective risks of a default occurring as the weights. 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date. In contrast, lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.
-
(d) The Group recognizes an impairment gain or loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in other comprehensive income and does not reduce the carrying amount of the financial asset.
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-
c. Derecognition of financial assets
-
The Group derecognizes a financial asset when one of the following conditions is meet:
-
(a) The contractual rights to receive cash flows from the financial asset expire.
-
(b) The contractual rights to receive cash flows from the financial asset have been transferred and the Group has transferred substantially all risks and rewards of ownership of the financial asset.
-
(c) The Group neither retains nor transfers substantially all risks and rewards of ownership of the financial asset; however, it has not retained control of the financial asset.
On derecognition of financial asset at amortized cost in its entirety, the difference between the financial asset’s carrying amount and the sum of the consideration received is recognized in profit or loss. On derecognition of debt instrument measured at fair value through other comprehensive income, the difference between the financial asset’s carrying amount and the sum of the consideration received and the cumulative gain or loss that had been recognized in other comprehensive income and accumulated in equity is recognized in profit or loss. On derecognition of equity instruments at fair value through other comprehensive income in its entirety, the cumulative profit and loss will be transferred directly to retained earning without reclassified into profit and loss.
B. Equity instruments
The Group classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. The transaction costs of an equity transaction are accounted for as a deduction from equity to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided.
-
C. Financial liabilities
-
a. Subsequent measurement
-
Except for the following conditions, all financial liabilities are measured at amortized cost in accordance with the effective interest method:
-
(a) Financial liabilities are classified as at fair value through profit or loss when the financial liability is either held for trading or is designated as at fair value through profit or loss. Financial liabilities classified as held for trading are mainly for repurchasing in the short term when they occur, and derivatives other than financial guarantee contracts or designated and effective hedging instruments. Financial assets meet one of the following conditions, the Group designates them as measured at fair value through profit and loss at the time of initial recognition:
-
-
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- i. It is a mixed (combined) contracts containing at least an embedded derivaties and the host contract is an asset not within the scope of IFRS 9; or - ii. It can eliminate or significantly reduce measurement or recognition inconsistencies; or - iii. It is an instrument that manages and evaluates its performance on a fair value basis based on written risk management or investment strategies. -
b. Derecognition of financial liabilities
- The Group derecognizes financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
-
D. Modification of Financial Instruments
-
When the contractual cash flows of a financial instrument are renegotiated or modified and the renegotiation or modification does not result in the derecognition of that financial instrument, the Group recalculates the gross carrying amount of the financial asset or the amortized cost of the financial liabilities using the original effective interest rate and recognizes a modification gain or loss in profit or loss. Any costs or fees incurred adjust the carrying amount of the modified financial instrument and are amortised over the remaining term of the modified financial instrument. If the renegotiation or modification results in that the derecognition of that financial instrument is required, then the financial instrument is derecognized accordingly.
If the basis for determining the contractual cash flows of a financial asset or financial liability changes resulting from interest rate benchmark reform and the change is necessary as a direct consequence of interest rate benchmark reform and the new basis for determining the contractual cash flows is economically equivalent to the previous basis, the Group applies the practical expedient to account for that change as a change in effective interest rate. If changes are made to a financial asset or financial liability in addition to changes to the basis for determining the contractual cash flows required by interest rate benchmark reform, the Group first applies the practical expedient aforementioned to the changes required by interest rate benchmark reform, and then applies the applicable requirements to any additional changes to which that practical expedient does not apply.
- (8) Inventories
Inventories are stated at the lower of cost and net realisable value, accounted for on a perpetual basis. Cost is determined using the weighted average method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (allocated based on normal operating capacity). It excludes borrowing costs. The item by item approach is used in applying the lower of
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cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and costs necessary to make the sale.
-
(9) Investments accounted for using equity method / associates
-
A. Associates are all entities over which the Group has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for under equity method and are initially recognized at cost.
-
B. The Group’s share of its associates’ post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Group’s share of losses of its associate equals or exceeds its interest in the associate, including the carrying amount of the investment in the associate determined using the equity –
-
method plus the long term interests that, in substance, from part of the Group’s net investment in the associate. The Group does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.
-
C. Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
-
D. In the case where an associate issues new shares and the Group does not subscribe or proportionately acquire the new shares, which results in a change in the Group’s ownership percentage of the associate while maintains significant influence on the associate, then “Capital surplus” and “Investments accounted for using under the equity method” shall be adjusted for the increase or decrease of its share of equity interest. If the above condition causes a decrease in the Group’s ownership percentage of the associate, in addition to the above adjustment, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately on the same basis as would be required if the relevant assets or liabilities were disposed of.
-
E. Upon loss of significant influence over an associate, the Group remeasures any investment retained in the former associate at its fair value. Any difference between fair value and carrying amount is recognized in profit or loss.
-
F. When the Group disposes of its investment in an associate, if it loses significant influence over this associate, the amounts previously recognized in other
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comprehensive income in relation to the associate are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it retains significant influence over this associate, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.
-
G. When the Group disposes its investment in an associate, if it loses significant influence over this associate, the amounts previously recognized as capital surplus in relation to the associate are transferred to profit or loss. If it still retains significant influence over this associate, then the amounts previously recognized as capital surplus in relation to the associate are transferred to profit or loss proportionately.
-
(10)Property, plant and equipment
-
A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized. For property, plant and equipment under construction, sample produced from testing whether the asset is functioning properly before its intended use are measured at lower of the costs or net realizable value. Proceeds from selling such an item and the cost of the item are recognized in profit or loss.
-
B. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
-
C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in accounting estimate under IAS 8, “Accounting Policies, Changes in Accounting Estimates and Errors”, from the date of the change.
- The estimated useful lives as follows:
Buildings:
Main building, 20 to 57 years;
Others, 2 to 39 years;
Machinery and equipment, 2 to 15 years;
Other equipment, 1 to 24 years;
Leasehold improvement, 1 to 22 years;
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-
D. An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the assets. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.
-
(11)Leases/The Group as a lessee
The Group assesses whether the contract is (or includes) a lease at the date of the contract. For a contract that includes a lease component and one or more additional lease or non-lease components, the Group will allocate the consideration to the lease component base on the individual price of each lease component and the aggregated individual price of the non-lease component.
Except for payments for low-value asset and short-term leases which will be recognized as expenses on a straight-line basis, the Group will recognize right-of-use assets and lease liabilities for all leases at the inception of lease.
Right-of-use asset
The right-of-use asset is initially measured at cost (including the initial measurement amount of the lease liability, the payments less incentives, initial direct costs and the estimated recover cost), the subsequent measurement is based on the cost less accumulated depreciation and accumulated impairment loss, and adjusting the amount of re-measures of lease liabilities.
The right-of-use asset recognized depreciation is using the straight-line basis from the date of the lease until the expiration of the useful life or the expiration of the lease term, the depreciation is provided that the title of the underlying asset will be acquired at the end of the lease period or, if the cost of the right-of-use asset reflects the execution of the purchase option.
Lease liability
The lease liability is initially measured by the present value of the lease payment (including fixed payment, substantive fixed payment, change in lease payment depending on the index or rate, etc.). If the implied interest rate on the lease is easy to determine, the lease payment is discounted using that interest rate. If the interest rate is not easy to determine, the lessee's increase borrowing rate is used.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. If the lease period, the evaluation of the purchase choice, the amount of expected to be paid under the residual value guarantee or the change in the index or rate used to determine the lease payment result in a change in the future lease payment, the Group will measure the lease liability and adjust the right to use assets relatively. If the carrying amount has been reduced to zero, the remaining amount will recognize in the profit and loss. Lease liabilities are presented in a single-line project on the consolidated balance sheet.
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(12)Investment properties
Investment properties are properties held to earn rentals and/or for capital appreciation (including property under construction for such purposes), also include land held for a currently undetermined future use.
- Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.
Investment properties in the course of construction are stated at cost less accumulated impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Depreciation of these assets commences when the assets are ready for their intended use.
On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
- (13)Intangible assets
Intangible assets with finite useful lives that are acquired separately are measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis over the following estimated lives: computer software - 2 to 15 years; trademarks are the economic benefit or contract period. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. Intangible assets are derecognized when disposed of or expected to have no future economic benefits generated through usage or disposal. On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
- (14)Impairment of non-financial assets
The Group assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist, the impairment loss shall be reversed to the extent of the loss previously recognized in profit or loss.
- (15)Provisions
Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation on the balance sheet date, which is discounted using
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a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. When discounting is used, the increase in the provision due to passage of time is recognized as interest expense. Provisions are not recognized for future operating losses.
(16)Employee benefits
- A.Short-term employee benefits
Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognized as expenses in that period when the employees render service.
B.Pensions
-
a. Defined contribution plans
-
For defined contribution plans, the contributions are recognized as pension expenses when they are due on an accrual basis. Prepaid contributions are recognized as an asset to the extent of a cash refund or a reduction in the future payments.
-
b. Defined benefit plans
-
(a) Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Group in current period or prior period. The liability recognized in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets, together with adjustments for unrecognized past service costs. The defined benefit net obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability; when there is no deep market in high-quality corporate bonds, the Group uses interest rates of government bonds (at the balance sheet date) instead.
-
(b) Actuarial gains and losses arising on defined benefit plans are recognized in other comprehensive income in the period in which they arise and are recorded as retained earnings.
-
(c) Past service costs are recognized immediately in profit or loss.
-
C. Employees’ bonus and directors’ remuneration
-
Employees’ bonus and directors’ remuneration are recognized as expenses and liabilities, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. However, if the accrued amounts for employees’ bonus and directors’ remuneration are different from the
-
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actual distributed amounts as resolved by the shareholders at their shareholders’ meeting subsequently, the differences should be recognized based on the accounting for changes in estimates.
D. Termination benefits
Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Group’s decision to terminate an employee’s employment before the normal retirement date, or an employee’s decision to accept an offer of redundancy benefits in exchange for the termination of employment. The Group recognizes expense when it can no longer withdraw an offer of termination benefits or it recognizes related restructuring costs, whichever is earlier. Benefits that are expected to be due more than 12 months after balance sheet date shall be discounted to their present value.
-
(17)Share capital and treasury shares
-
A.Share capital
- Ordinary share is classified as equity. The classification of the preferred stock depends on the essence of the agreement. If the preferred stock matches the definition of the financial liability, it is classified as a liability. Otherwise, it is classified as equity. Incremental cost that can be attributed to the issuance of stocks or options is deducted from the capital issued.
B.Treasury Shares
When the Group acquires its outstanding shares, the repurchase considerations (including all directly accountable costs) are recognized under treasury shares and shown as a deduction in equity. Gains on disposal of treasury shares should be recognized under “capital surplus - treasury stock transactions”; losses on disposal of treasury shares should be offset against existing capital reserves arising from similar types of treasury shares. If there is insufficient capital surplus to offset the losses, then such losses should be accounted for under retained earnings. The carrying amount of treasury shares should be calculated using the weighted-average method for the purpose of repurchased shares.
When the Group’s treasury shares are retired, the treasury share account should be credited, and the capital surplus - premium on stock account and capital stock account should be debited proportionately according to the share ratio. The carrying value of treasury shares in excess of the sum of its par value and premium on stock should first be offset against capital surplus from similar types of treasury share transactions, and the remainder, if any, debited to retained earnings. The sum of the par value and premium on treasury shares in excess of its carrying value should be credited to capital surplus from similar types of treasury share transactions.
-
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-
(18)Share-based payment transactions
-
A.For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognized as compensation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and non-market vesting conditions. Compensation cost is subject to adjustment based on the service conditions that are expected to be satisfied and the estimates of the number of equity instruments that are expected to vest under the non-market vesting conditions at each balance sheet date. And ultimately, the amount of compensation cost recognized is based on the number of equity instruments that eventually vest.
-
B.Cash-settle share-based payment arrangements are the fair value of liabilities undertaken recognized in remuneration costs and liabilities in the vesting period and measured by the fair value of equity instruments offered at each balance sheet date and the settlement date. Any changes are recognized in profit or loss.
-
(19)Income tax
-
A.The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity, respectively.
-
B.The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the subsequent year when the stockholders resolve to distribute retain the earnings.
-
C. Deferred income tax is recognized, using the balance sheet method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the parent company only financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, and it does not give rise to equal deductible and taxable temporary differences at the time of transaction. And it does not give rise to equal deductible and taxable temporary differences at the time of transaction. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Company and it
-
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is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
-
D.Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognized and recognized deferred income tax assets are reassessed.
-
E.Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.
-
F.Tax preference given for expenditures incurred on acquisitions of equipment or technology, research and development, employees training and equity investments is recorded using the income tax credits accounting.
(20)Revenue Recognition
The Group recognizes revenues based on the following steps:
-
Identifying the contracts;
-
Identifying obligations in the contracts;
-
Determining prices;
-
Allocating prices into the obligations in the contracts;
-
Recognizing revenues while fulfilling the obligations.
The Group identify the contract with the customers, allocate the transaction price to the performance obligations, and recognize revenue when performance obligations are satisfied.
The Group does not adjust the promised amount of consideration for the effects of a significant financing component if the period between when the Group transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.
1. Goods sales
The Group sells fans and other relevant products. Sales revenues are recognized while the control of goods is transferred to the customers since the customers already have the rights to use, set price, take the major responsibility to resell the good and bear the risk of obsoleteness. The Group recognizes revenues and accounts receivable at the point and presents it in net term after deducting sales return, quantity discount and sales allowance.
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The Group does not recognize sales revenue on materials delivered to subcontractors because this delivery does not involve a transfer of risks and rewards of materials ownership.
- Service revenue
Revenue from technical services is recognized when services are provided that in accordance with the relevant agreements.
- (21)Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.
All borrowing costs other than those stated above are recognized in profit or loss in the period in which they are incurred.
(22)Government Subsidy
Government subsidies are recognized at fair value when it is reasonably certain that the Group will comply with the conditions attached to the government subsidies and will receive such subsidies.
Government subsidies are recognized in profit and loss on a systematic basis during the period when the relevant costs that they intend to compensate are recognized as expenses by the company. If government subsidy is used to compensate for expenses or losses that have occurred, or for the purpose of providing the Company with immediate financial support and there is no future related cost, it is recognized in the profit and loss during the period when it can be received. Government subsidies related to property, plant and equipment are recognized as non-current liabilities, and recognized as profits and losses on a straight-line basis based on the estimated useful life of the relevant assets.
5. CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY
The preparation of the Group’s consolidated financial statements is adopting accounting policies based on the following significant judgements, significant accounting estimates and assumptions:
-
(1) Critical judgements in applying accounting policies
-
A. Judgment of financial asset classification
The Group assesses the business model of financial assets based on the hierarchy that reflects the Group of financial assets that are jointly managed for specific business purposes. This assessment requires consideration of all relevant evidence, including measures of asset performance, risks affecting performance, and the manner in which
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the relevant managers are determined, and judgments are required. The Group continues to assess the adequacy of its business model and monitors the financial assets measured by the amortized cost before the maturity date and the debt instrument investments measured at fair value through other comprehensive income. Evaluate whether the disciplinary action has the same goal of business model. If the business model has been changed, the Group delays the adjustment of the subsequent classification of financial assets. The Group reclassifies financial assets in accordance with IFRS 9, and the application will be postponed from the date of reclassification, if the business model has changed.
- B. Revenue recognition
The Group follows IFRS 15 to determine if it controls the specified good or service before that good or service is transferred to the customer, and the Group is acting as a principal or an agent in that transaction. When the Group acts as an agent, revenue is recognized on a net basis.
The Group acts as a principal as that it meets one the of following situations:
-
a. The Group gains control over the goods from the other party before transferring goods to customers.
-
b. The Group controls the right of providing service by the other party in order to control the ability of the party to provide service to customers.
-
c. The Group gain control over goods or service from the other party in order to combine with other goods or services to provide specific goods or services to customers.
The indicators (not limited to) which assist making judgment on whether the Group controls the goods or services before transferring goods or services to customers:
-
a. The Group has primary responsibilities for the goods or services it provides;
-
b. The Group bears inventory risk before transferring the specific goods or services to customer, or after transferring the control to customer.
-
c. The Group has the discretion to set prices.
C. Lease term
In determining the lease term, the Group considers all the facts and circumstances that create an economic incentive to exercise (or not exercise) the option, including any expected change in facts and circumstances from the commencement date until the exercise date of the option. Main Factors considered include the contractual terms and conditions for the period covered by the option, the significant leasehold improvements made (or expected) during the contract period, and the importance of the underlying assets to the Group’s operations, etc. The lease term is reassessed if a significant change in circumstance that are within the control of the Group occurs.
-
174 -
-
(2) Critical accounting estimates and assumptions
-
A. Revenue Recognition
The Group recognizes records a refund for estimated future returns and other allowances in the same period the related revenue is recorded. Refund for estimated sales returns and other allowances is generally made and adjusted at a specific percentage based on historical experience and any known factors that would significantly affect the allowance, and our management periodically reviews the adequacy of the percentage used.
- B. Estimated impairment of financial assets
The provision for impairment of trade receivables is based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these assumptions and in selecting the inputs to the impairment calculation, based on the Group’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period. Where the actual future cash inflows are less than expected, a material impairment loss may arise.
- C. Process of fair value measurement and evaluation
When the assets and liabilities at fair value with no active market, the Group determines whether to use outside appraisal and using proper evaluation techniques based on related regulation or its own judgment. If the Level 1 input value is not available while evaluating, the Group refers to the analysis of the investee’s financial position and operating outcome, recent trading price, quotes on non-active market of same equity instrument, quotes on active market of similar equity instrument and evaluation multiples of comparable companies. If the future input value is different from expectation, the fair value might change. The Group updates input values quarterly according to the market status in order to monitor if the measurement of fair value is appropriate.
- D. Impairment assessment of tangible and intangible assets
The Group assesses impairment based on its subjective judgement and determines the separate cash flows of a specific group of assets, useful lives of assets and the future possible income and expenses arising from the assets depending on how assets are utilised and industrial characteristics. Any changes of economic circumstances or estimates due to the change of Group strategy might cause material impairment on assets in the future.
- E. Impairment assessment on investment using equity method
The Group assesses the impairment of investments accounted for using the equity method whenever triggering events or changes in circumstances indicate that an investment may be impaired and carrying value cannot be recoverable. The Group assesses the recoverable amount based on a projected future cash flow and receivable cash dividend of the investees, and disposal-generating future cash flow to ensure the
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reasonableness of such assumptions.
- F. Realisability of deferred income tax assets
Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences can be utilised. Assessment of the realisability of deferred income tax assets involves critical accounting judgements and estimates of the management, including the assumptions of expected future sales revenue growth rate and profit rate, tax exempt duration, available tax credits, tax planning, etc. Any variations in global economic environment, industrial environment, laws, and regulations might cause material adjustments to deferred income tax assets.
- G. Evaluation of inventories
As inventories are stated at the lower of cost and net realisable value, the Group must determine the net realisable value of inventories on balance sheet date using judgements and estimates. The Group evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realisable value.
- H. Calculation of accrued pension obligations
When calculating the present value of defined pension obligations, the Group must apply judgments and estimates to determine the actuarial assumptions on balance sheet date, including discount rates and future salary growth rate. Any changes in these assumptions could significantly impact the carrying amount of defined pension obligations.
-
I. Lessees’ incremental borrowing rates
-
At the time of the decision to increase the borrowing rate of the lessee used in the lease payment, the risk-free interest rate and the same currency is used as the reference rate, and the estimated lessee’s credit risk sticker and lease specific adjustments (such as asset-specific and secured factors) are taken into account.
6. CONTENTS OF SIGNIFICANT ACCOUNTS
(1) Cash and cash equivalents
| Cash and cash equivalents | ||
|---|---|---|
| Item Cash on hand Cash in banks Total |
December 31 | |
| 2023 | 2022 | |
| $636 4,030,250 |
$909 2,456,428 |
|
| $4,030,886 | $2,457,337 |
-
A. The financial institutions dealing with the Group are credit worthy, and the Group does transactions with a number of financial institutions to diversify credit risk that are unlikely to be expected to default.
-
176 -
-
B. The Group had no cash and cash equivalents pledged to others.
(2) Financial assets at fair value through profit or loss
| Financial assets at fair value through profit or loss | rofit or loss | rofit or loss |
|---|---|---|
| December 31 Item 2023 2022 Non-derivative financial assets - current Beneficiary certificates $ - $211,827 Non-derivative financial assets - noncurrent Redemption and put options of convertible bonds $ - $ - |
December 31 | |
| 2023 | 2022 | |
| $ - | $211,827 |
|
$ - |
-
A. The Group recognized net gain of financial assets at fair value through profit or loss of $10,035 thousand and $2,644 thousand for the years ended December 31, 2023 and 2022, respectively.
-
B. The Group had no financial assets at fair value through profit or loss pledged to others.
(3) Notes receivable, net
| Item At amortized cost Notes receivable Less: Loss allowance Net |
December 31 | December 31 |
|---|---|---|
| 2023 | 2022 | |
| $30,114 (24) |
$30,119 (24) |
|
| $30,090 | $30,095 |
-
A. The Group had no notes receivable pledged to others.
-
B. Please refer to Note 6(4) for the relevant disclosure of loss allowance for notes receivable.
(4) Accounts receivable, net
| Accounts receivable, net | ||
|---|---|---|
| Item At amortized cost Accounts receivable Less: Loss allowance Net |
December 31 | |
| 2023 | 2022 | |
| $3,057,756 (8,447) |
$3,393,039 (8,982) |
|
| $3,049,309 | $3,384,057 |
-
A. The accounts receivable that were neither past due nor impaired was following the Group’s credit policy determined by reference to the industry characteristics, operation scale and current financial position of the counterparties. The average credit period on sales of goods was 3-4 months.
-
177 -
-
B. The Group had no account receivable pledged to others.
-
C. To reduce major credit risk, the Group bought credit guarantee insurance.
-
D. The Group applies the simplified approach to provisions for expected credit losses, which permits the use of a lifetime expected credit losses provision for trade receivables (including other receivables). The expected credit losses on trade receivables are estimated by reference to past account aging records of the debtor, an analysis of the debtor’s current financial position, and industrial trend. The group recognizes loss allowance based on the expected credit loss ratio of customers by different risk levels with consideration of factors of historical loss ratios and customers’ financial conditions, competitiveness and business outlook.
-
E. The Group measures the loss allowance for notes receivable and accounts receivable (including other receivables) according to the preparation matrix:
| December31,2023 | Expected Credit LossRate |
Gross Carrying Amount |
Loss Allowance (LifetimeECL) |
Amortized Cost $3,034,708 138,730 6,401 330 $3,180,169 Amortized Cost $3,246,645 273,423 33,154 1,608 $3,554,830 |
|---|---|---|---|---|
| Not past due Past due within 30 days Past due 31-90 days Past due over 91 days Total December 31,2022 |
0.05%-5% 0.05%-5% 0.05%-5% 0.05%-5% Expected Credit Loss Rate |
$3,042,607 139,175 6,436 422 |
($7,899) (445) (35) (92) |
|
| $3,188,640 | ($8,471) | |||
| Gross Carrying Amount |
Loss Allowance (Lifetime ECL) |
|||
| Not past due Past due within 30 days Past due 31-90 days Past due over 91 days Total |
0.05%-5% 0.05%-5% 0.05%-5% 0.05%-5% |
$3,254,881 274,092 33,162 1,701 |
($8,236) (669) (8) (93) |
|
| $3,563,836 | ($9,006) |
- F. Movements of the loss allowance for notes and accounts receivable were as follows:
Year Ended December 31
| Beginning balance Add: Provision for impairment Less: Reversal of impairment Less: Write-offs Less: Foreign exchange differences Ending balance |
2023 $9,006 - (483) - (52) $8,471 |
2022 |
|---|---|---|
| $11,234 - (2,314) - 86 |
||
| $9,006 |
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The above provision has already taken into consideration of collateral or other credit enhancement. The other credit enhancement possessed by above receivables were $1,202,827 thousand, $1,200,416 thousand as of December 31, 2023 and 2022, respectively.
The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery of the receivable. For trade receivables that have been written off, the Group continues to engage in enforcement activity to attempt to recover the receivables which are due. Where recoveries are made, these are recognized in profit or loss. The Group’s trade receivables for offsetting the contract amount are both $0 thousand for the years ended December 31, 2023 and 2022, respectively.
- G. Please refer to Note 12 for the relevant credit risk management and assessment method.
(5) Inventories and operating costs
| Inventories and operating costs | ||
|---|---|---|
| Item Raw materials Supplies Work in process Finished goods Net |
December 31 | |
| 2023 | 2022 | |
| $671,116 21,993 249,583 1,109,746 |
$887,795 30,910 373,313 1,359,480 |
|
| $2,052,438 | $2,651,498 |
- A. The related inventory gain (loss) recognized as operating cost for the years ended December 31, 2023 and 2022 were as follows:
| Item Cost of goods sold Unallocated overheads and labor cost Loss (Gain) on inventory valuation Others Total |
Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2023 $9,198,817 116,197 (100,571) 98,884 $9,313,327 |
2022 | |
| $10,591,822 79,353 124,174 97,001 |
||
| $10,892,350 |
-
B. The Group recognized inventory valuation loss (gain) ($100,571) thousand and $124,174 thousand for the years ended December 31, 2023 and 2022, respectively, as a result of inventory’s write-down to net realizable value or increasing price of some products and decreasing part of inventory.
-
C. The Group had no inventories pledged to others.
-
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(6) Other financial assets – current
| Other financial assets– current | ||
|---|---|---|
| Item Time deposits with maturities of more than three months |
Year Ended December 31 | |
| 2023 $216,761 |
2022 | |
| $ - |
(7) Financial assets at fair value through other comprehensive income or loss - noncurrent
| noncurrent | ||
|---|---|---|
| Item Equity instruments Unlisted stocks Evaluation adjustment Total |
Year Ended December 31 | |
| 2023 $22,168 5,063 $27,231 |
2022 | |
| $ - - |
||
| $ - |
-
A. The Group invests in domestic unlisted stocks in accordance with its medium/ long-term strategies and expects to make a profit through long-term investment. Management of the Group believes that it is not consistent with the afore-mentioned long-term investment planning if the short-term fair value changes of such investment are presented in profit or loss. Therefore, the Group elects to designate such investment as to be measured at FVTOCI.
-
B. Please refer to Note 12 for relevant credit risk management and assessment methods.
-
C. The financial assets at FVTOCI were not pledged as collateral.
(8) Investments accounted for using equity method
| December 31 | |||
|---|---|---|---|
| Item | 2023 | 2022 | |
| Associates: | |||
| Associates without significance | $20,968 | $5,800 | |
| A. Associates: | |||
| Shares of individually insignificant | associates of | the Group are | summarized as |
| follows: | |||
| Year Ended December 31 | |||
| 2023 | 2022 | ||
| Share of: | |||
| Net loss | $1,476 | ($1,401) | |
| Other comprehensive income (loss) | |||
| (net after tax) | - | - | |
| Total comprehensive loss | $1,476 | ($1,401) |
A. Associates:
-
180 -
-
B. All the investments accounted for using equity method and the Group’s share of profit or loss and other comprehensive income in the investees are calculated based on the unaudited financial statements.
(9) Property, plant and equipment
| Property, plant and equipment | ||
|---|---|---|
| December 31 | ||
| Item | 2023 | 2022 |
| Land | $820,335 | $820,335 |
| Buildings | 472,542 | 474,211 |
| Machinery and equipment | 1,113,619 | 1,103,363 |
| Miscellaneous equipment | 656,536 | 478,998 |
| Leasehold improvements | 328,876 | 304,607 |
| Equipment to be inspected | 54,465 | 135,597 |
| and construction in progress | ||
| Total cost | $3,446,373 | $3,317,111 |
| Less: Accumulated depreciation and impairment |
(1,274,909) | (1,043,697) |
| Carrying amount | $2,171,464 | $2,273,414 |
| Cost | Land | Buildings | Machinery and Equipment |
Miscellaneous equipment |
Leasehold improvement |
Equipment to be Inspected and Construction in Progress |
Total |
|---|---|---|---|---|---|---|---|
| $820,335 - - - - - - - |
$474,211 1,242 - 1,437 - - - (4,348) |
$1,103,363 20,925 (41,368) 54,981 - - - (24,282) |
$478,998 60,212 (17,052) 145,354 - - - (10,976) |
$304,607 4,484 - 25,548 - - (908) (4,855) |
$135,597 194,611 - (227,320) (2,474) (221) (45,548) (180) |
$3,317,111 281,474 (58,420) - (2,474) (221) (46,456) (44,641) |
|
| Balance at January 1, 2023 Additions Disposals Reclassification Transfer to expenses Transferred to prepayments Return and discount Effect of foreign currency exchange difference Balance at December 31, 2023 Accumulated depreciation and impairment |
|||||||
| $820,335 | $472,542 | $1,113,619 |
$656,536 | $328,876 | $54,465 | $3,446,373 | |
| $ - - - - - |
$256,366 13,937 - - (2,722) |
$369,659 189,689 (36,421) (64,769) (9,384) |
$255,384 66,441 (16,980) 64,769 (5,767) |
$162,288 35,142 - - (2,723) |
$ - - - - - |
$1,043,697 305,209 (53,401) - (20,596) |
|
| Balance at January 1, 2023 Depreciation Disposals Reclassification Effect of foreign currency exchange difference Balance at December 31, 2023 |
|||||||
| $ - | $267,581 | $448,774 | $363,847 | $194,707 | $ - | $1,274,909 |
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| Cost | Land | Buildings | Machinery and Equipment |
Miscellaneous Equipment |
Leasehold Improvement |
Equipment to be Inspected and Construction in Progress |
Total |
|---|---|---|---|---|---|---|---|
| $802,249 - - 18,086 - - - |
$455,152 1,435 (4,031) 17,587 - - 4,068 |
$925,039 34,012 (38,489) 155,250 - - 27,551 |
$417,203 28,203 (22,146) 48,459 - - 7,279 |
$204,397 82,232 - 16,030 - - 1,948 |
$77,374 319,150 - (255,412) (1,715) (4,216) 416 |
$2,881,414 465,032 (64,666) - (1,715) (4,216) 41,262 |
|
| Balance at January 1, 2022 Additions Disposals Reclassification Transfer to expenses Transferred to other noncurrent assets Effect of foreign currency exchange difference Balance at December 31, 2022 Accumulated Depreciation and Impairment |
|||||||
| $820,335 | $474,211 | $1,103,363 |
$478,998 | $304,607 | $135,597 | $3,317,111 | |
| $ - - - - - - |
$242,547 15,166 (3,628) - - 2,281 |
$224,741 176,929 (37,424) (595) (223) 6,231 |
$216,904 53,760 (21,305) 595 - 5,430 |
$137,944 22,873 - - - 1,471 |
$ - - - - - - |
$822,136 268,728 (62,357) - (223) 15,413 |
|
| Balance at January 1, 2022 Depreciation Disposals Reclassification Decrease in this period Effect of foreign currency exchange difference Balance at December 31, 2022 |
|||||||
| $ - | $256,366 | $369,659 | $255,384 | $162,288 | $ - | $1,043,697 |
-
A. The details of interest capitalized: None.
-
B. The Group did not assess the impairment because there is no sign of impairment for the year ended December 31, 2023.
-
C. Property, plant and equipment pledged for the borrowings: Please refer to Note 8.
-
D. Reconciliations of current additions and the acquisition of property, plant and equipment in statement of cash flows were as follows:
| Item | Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2023 | 2022 | |
| Acquisition of property, plant and equipment Decrease (increase) in equipment payable Cash paid for acquisition of property, plant and equipment |
$235,018 62,627 |
$465,032 (71,044) |
| $297,645 | $393,988 |
- 182 -
(10) Lease agreement
A. Right-of-use assets
| December 31 | December 31 | |||||
|---|---|---|---|---|---|---|
| Item | 2022 | 2022 | ||||
| Land use right | $397,081 | $393,707 | ||||
| Land and building | 449,162 | 397,582 | ||||
| Other equipment | 26,456 | 29,663 | ||||
| Total cost | $872,699 | $820,952 | ||||
| Less: Accumulated depreciation impairment |
and | (281,985) | (227,075) | |||
| Net | $590,714 | $593,877 | ||||
| Cost | Land Use Right | Land and Buildings |
Machinery and Equipment |
Other Equipment |
Total | |
| Balance at January 1, 2023 | $393,707 | $397,582 | $ | - |
$29,663 | $820,952 |
| Additions | - | 90,550 | - | 7,071 | 97,621 | |
| Disposals | - | (6,072) | - | (406) | (6,478) | |
| Derecognition | - | (29,308) | - | (9,904) | (39,212) | |
| Effect of foreign currency exchange difference |
3,374 | (3,590) | - | 32 | (184) | |
| Balance at December 31, 2023 | $397,081 | $449,162 | $ | - |
$26,456 | $872,699 |
| Accumulated Depreciation | ||||||
| and Impairment | ||||||
| Balance at January 1, 2023 | $14,093 | $196,060 | $ | - |
$16,922 | $227,075 |
| Depreciation | 5,723 | 82,677 | - | 7,782 | 96,182 | |
| Derecognition | - | (29,308) | - | (9,904) | (39,212) | |
| Effect of foreign currency exchange difference |
(1) | (2,053) | - | (6) | (2,060) | |
| Balance at December 31, 2023 | $19,815 | $247,376 | $ | - |
$14,794 | $281,985 |
| Cost | Land Use Right | Land and Buildings |
Machinery and Equipment |
Other Equipment |
Total | |
| Balance at January 1, 2022 | $392,043 | $474,757 | $53,390 | $24,437 | $944,627 | |
| Additions | - | 37,452 | - | 6,092 | 43,544 | |
| Disposals | - | (88,683) | (36,017) | - | (124,700) | |
| Derecognition | - | (36,415) | (18,557) | (1,244) | (56,216) | |
| Effect of foreign currency exchange difference |
1,664 | 10,471 | 1,184 | 378 | 13,697 | |
| Balance at December 31, 2022 | $393,707 | $397,582 | $ | - |
$29,663 | $820,952 |
- 183 -
| Accumulated Depreciation and Impairment Balance at January 1, 2022 Depreciation Derecognition Effect of foreign currency exchange difference Balance at December 31, 2022 |
$8,432 5,619 - 42 $14,093 |
$146,853 81,525 (36,415) 4,097 $196,060 |
$15,523 2,691 (18,557) 343 $ - |
$11,372 6,632 (1,244) 162 $16,922 |
$182,180 96,467 (56,216) 4,644 |
|---|---|---|---|---|---|
| $227,075 |
B. Lease liabilities
| . Lease liabilities | ||
|---|---|---|
| Item | December 31 | |
| 2023 | 2022 | |
| Carrying amount of lease liabilities - current - noncurrent |
$82,727 | $80,951 |
| $146,042 | $150,425 |
Ranges of discount rates for lease liabilities are as follows:
| Item | December 31 | December 31 |
|---|---|---|
| 2023 | 2022 | |
| Land and buildings Machinery and equipment Other equipment |
0.63%-7.21% - 0.72%-4.60% |
0.63%-6.87% 3.13%-3.65% 0.66%-4.60% |
Please refer to Note 12(2) for lease liabilities with repayment periods.
C. Material lease-in activities and terms
The Group leased some land and buildings, etc. as factory, with the lease terms of 3 to 75 years. There is no sign of impairment of right-of-use assets as of December 31, 2023. Therefore, the Group didn’t assess the impairment.
D. Sublet: None.
E. Other lease information:
- a. Please refer to Note 6(9) for the agreement to lease investment properties under operating lease.
b. The current lease relevant expense information is as follows:
| Item | Years Ended December 31 2023 2022 $12,105 $17,214 $312 $266 $ - $ - ($106,167) ($92,921) |
|---|---|
| 2023 $12,105 $312 $ - ($106,167) |
|
| Short-term lease expense Low-value asset lease expense Variable lease payments that excluded in the measurement of lease liabilities Total cash outflow for leases (Note) |
- 184 -
(Note): Including principle paid for current lease liabilities.
(11) Investment properties, net
| December 31 2023 2022 $77,109 $77,109 40,062 40,062 $117,171 $117,171 (32,433) (32,065) $84,738 $85,106 Buildings Total $40,062 $117,171 - - $40,062 $117,171 $32,065 $32,065 368 368 $32,433 $32,433 Buildings Total $40,062 $117,171 - - $40,062 $117,171 $31,682 $31,682 383 383 $32,065 $32,065 of investment properties: Year Ended December 31 2023 2022 $1,921 $1,791 $637 $654 |
December 31 2023 2022 $77,109 $77,109 40,062 40,062 $117,171 $117,171 (32,433) (32,065) $84,738 $85,106 Buildings Total $40,062 $117,171 - - $40,062 $117,171 $32,065 $32,065 368 368 $32,433 $32,433 Buildings Total $40,062 $117,171 - - $40,062 $117,171 $31,682 $31,682 383 383 $32,065 $32,065 of investment properties: Year Ended December 31 2023 2022 $1,921 $1,791 $637 $654 |
December 31 2023 2022 $77,109 $77,109 40,062 40,062 $117,171 $117,171 (32,433) (32,065) $84,738 $85,106 Buildings Total $40,062 $117,171 - - $40,062 $117,171 $32,065 $32,065 368 368 $32,433 $32,433 Buildings Total $40,062 $117,171 - - $40,062 $117,171 $31,682 $31,682 383 383 $32,065 $32,065 of investment properties: Year Ended December 31 2023 2022 $1,921 $1,791 $637 $654 |
|||
|---|---|---|---|---|---|
| 2023 | |||||
| $77,109 40,062 |
|||||
| $117,171 (32,433) |
|||||
| $84,738 | |||||
| Buildings | |||||
| $77,109 - |
$40,062 - |
$117,171 - |
|||
| $77,109 | $40,062 | $117,171 | |||
| $ - - |
$32,065 368 |
$32,065 368 |
|||
| $ - | $32,433 | $32,433 | |||
| Land | Buildings | Total | |||
| $77,109 - |
$40,062 - |
$117,171 - |
|||
| $77,109 | $40,062 | $117,171 | |||
| $ - - |
$31,682 383 |
$31,682 383 |
|||
| $ - | $32,065 |
$32,065 | |||
| 2023 $1,921 $637 |
|||||
-
185 -
-
B. The maturity analysis of operating lease payments receivable for investment properties is as follows:
| rties is as follows: | ||
|---|---|---|
| Year 1 Year 2 Year 3 Year 4 Year 5 Over 5 years Total |
December 31 | |
| 2023 | 2022 | |
| $1,921 1,921 1,750 1,750 - - |
$1,921 1,921 1,921 1,750 1,750 - |
|
| $7,342 | $9,263 |
-
C. Investment properties are depreciated on a straight-line basis over their estimated useful life of 10 to 57 years.
-
D. The fair values of investment properties held by the Group were 168,677 thousand and $160,060 thousand as of December 31, 2023 and 2022, respectively. The fair value determination was performed by independent qualified professional appraisers. The valuation was based on the comparison method, and the fair value was measured by using Level 3 inputs. Please refer to Note 12(3).
-
E. The accumulated impairment of investment properties were $0 thousand as of December 31, 2023 and 2022, respectively.
-
F. The Group had no investment properties pledged to others.
(12) Intangible assets
| Intangible assets | ||
|---|---|---|
| Item Trademark Computer software Total cost Less: Accumulated amortization Net |
December 31 | |
| 2023 | 2022 | |
| $8,447 38,693 |
$8,448 37,465 |
|
| $47,140 (23,184) |
$45,913 (18,860) |
|
| $23,956 | $27,053 |
- 186 -
| Cost Balance at January 1, 2023 Additions Transferred from property,plant and equipment Derecognition Effect of foreign exchange Difference Balance at December 31, 2023 Accumulated amortization and impairment Balance at January 1, 2023 Amortization Derecognition Effect of foreign exchange Difference Balance at December 31, 2023 Cost Balance at January 1, 2022 Additions Derecognition Effect of foreign exchange difference Balance at December 31, 2022 Accumulated amortization and impairment Balance at January 1, 2022 Amortization Derecognition Effect of foreign exchange difference Balance at December 31, 2022 |
Trademark $8,448 - - - (1) $8,447 $ - - - - $ - Trademark $7,923 - - 525 $8,448 $ - - - - $ - |
Computer Software $37,465 14,615 197 (13,414) (170) $38,693 $18,860 17,852 (13,414) (114) $23,184 Computer Software $30,507 17,404 (10,567) 121 $37,465 $13,944 15,444 (10,567) 39 $18,860 |
Total |
|---|---|---|---|
| $45,913 14,615 197 (13,414) (171) |
|||
| $47,140 | |||
| $18,860 17,852 (13,414) (114) |
|||
| $23,184 | |||
| Total | |||
| $38,430 17,404 (10,567) 646 |
|||
| $45,913 | |||
| $13,944 15,444 (10,567) 39 |
|||
| $18,860 |
- 187 -
(13)Short-term loans
| Borrowings Nature Unsecured loan Borrowings Nature Unsecured loan ) Other payables Item Accrued payroll Service fee payable R & D payable Bonus to employees and remuneration to directors Equipment payable Others Total |
December 31, 2023 Amount Interest $457,581 0.50%-3.30% December 31, 2022 Amount Interest $1,287,516 0.75%-5.03% December 31 |
December 31, 2023 Amount Interest $457,581 0.50%-3.30% December 31, 2022 Amount Interest $1,287,516 0.75%-5.03% December 31 |
|---|---|---|
| 2023 $352,857 51,659 50,003 49,800 35,150 402,809 $942,278 |
2022 | |
| $362,131 10,384 59,479 40,087 97,777 508,889 |
||
| $1,078,747 |
(14) Other payables
(15) Provisions - current
| Item Employee benefits Item Beginning balance Provisions recognized Reversing balances Effect of foreign exchange difference Ending balance |
December 31 | December 31 |
|---|---|---|
| 2023 2022 $52,467 $54,643 Year Ended December 31 2023 2022 $54,643 $40,942 2,785 13,060 (4,668) - (293) 641 $52,467 $54,643 |
2022 | |
| $54,643 | ||
| 2023 $54,643 2,785 (4,668) (293) $52,467 |
Provision for employee benefits represents vested short-term service leave entitlements accrued.
- 188 -
(16) Bonds Payable
| Bonds Payable | ||
|---|---|---|
| Item The third unsecured convertible domestic bonds Subtotal Less: discounts on bonds payable Net |
December 31 | |
| 2023 $ - - - $ - |
2022 | |
| $ - - - |
||
| $ - |
-
A. Third unsecured convertible domestic bonds:
-
a. The Company issued the third unsecured domestic convertible bonds, which was approved by the regulatory authority on April 21, 2023. The total issuance amount is $1,200,000 thousand and it is zero coupon bonds with the maturity of 5 years from May 24, 2023 to May 24, 2028.
-
b. The conversion price of the bonds is set up based on the pricing model in the terms of the bonds. The conversion price at the time of issuance was $54.90. As of September 30, 2023, the conversion price adjusted to $53.30 based on the pricing model. As of December 31, 2023, all the shares have been converted.
-
c. Under the terms of the bonds, all bonds redeemed, matured and converted are retired and not to be re-issued; all rights and obligation attached to the bonds are also extinguished.
-
d. In accordance with the conversion provisions, the bond holders may request the Company to redeem the convertible bonds two years at the bond redemption base date. The company shall send the "Bond Redemption Notice" to the bondholders 30 days before the sell-back base date. The bond holders have the right to require the Company to redeem all of the bonds in cash with an interest calculated " 101.0025% of the face value of the bond after two years " the real rate of return is 0.5% "".
-
e. After the following events occur during the period from the date after three months of the bonds issued to 40 days before the maturity date, the Company may redeem the outstanding convertible bonds in cash: (i) the closing price of the Company's common shares is above the then conversion price by 30% for 30 consecutive trading days, or (ii) the outstanding balance of the bonds is less than 10% of total initial issue amount.
-
f. As of December 31, 2023, the Company redeemed the issued convertible bonds from open market by own funds at principal amount to $0 thousand.
-
189 -
(17) Long-term loans and current portion of long-term loans
| Item Unsecured loans Less: portion due within one year Long-term loans Interest rates |
December 31 | December 31 |
|---|---|---|
| 2023 $395,706 (182,775) $212,931 0.75%-7.49% |
2022 | |
| $407,073 (120,372) |
||
| $286,701 | ||
| 0.75%-5.70% |
Refer to Note 8 for assets pledged as collateral for long-term loans.
(18)Pension
-
A. Defined contribution plans
-
a.The plan under the Labor Pension Act (the “Act”) is deemed a defined contribution plan. Pursuant to the Group has made monthly contributions equal to 6% of each employee’s monthly salary to employees’ pension accounts.
-
b.The employees of the Group’s subsidiaries are members of a state-managed retirement benefit plan operated by local government. The subsidiary is required to contribute amounts calculated at a specified percentage of payroll costs to the retirement benefit scheme to fund the benefits. The only obligation of the Group with respect to the retirement benefit plan is to make the specified contributions to the fund.
-
c.The total expenses recognized in the consolidated statement of comprehensive income were $171,605 thousand and $189,674 thousand, representing the contributions payable to these plans by the Group at the rates specified in the plans for the years ended December 31, 2023 and 2022, respectively.
-
B. Defined benefit plans
-
a.The Company have defined benefit plans under the Labor Standards Law that provide benefits based on an employee’s length of service and average monthly salary for the six-month period prior to retirement. The aforementioned companies contribute an amount equal to 2% of salaries paid each month to their respective pension funds (the Funds), which are administered by the Labor Pension Fund Supervisory Committee (the Committee) and deposited in the Committee’s name in the Bank of Taiwan. Before the end of each year, the Company assesses the balance in the Funds. If the amount of the balance in the Funds is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the companies are required to fund the difference in one appropriation that should be made before the end of March of the next year. The Funds are operated and managed by the government’s designated authorities; as such, the Group does not have any right to intervene in the investments of the Funds.
-
190 -
b.The amounts arising from the defined benefit obligation of the Group in the consolidated balance sheets were as follows:
| Item Present value of defined benefit obligation Fair value of plan assets Net defined benefit liabilities |
December 31 | December 31 |
|---|---|---|
| 2023 $74,208 (45,477) $28,731 |
2022 | |
| $73,143 (37,476) |
||
| $35,667 |
A. Movements of the net defined benefit liabilities were as follows:
| Item Balance at January 1 Service cost Current service cost Interest expense (income) Past service cost Settlement loss (income) Recognized in profit or loss Remeasurement Return on plan assets (excluding amounts included in net interest expense) Actuarial loss (gain) - Changes in demographics assumptions Changes in financial assumptions Experience adjustments Recognized in other comprehensive income Contributions from the employer Benefits paid from plan assets Balance at December 31 |
Year Ended December 31, 2023 | Year Ended December 31, 2023 | Year Ended December 31, 2023 |
|---|---|---|---|
| Present Value of Defined Benefit Obligation |
Fair Value of Plan Assets |
Net Defined Benefit Liabilities |
|
| $73,143 - 1,006 - - |
($37,476) - (571) - - |
$35,667 - 435 - - |
|
| $1,006 | ($571) |
$435 |
|
| $ - - - 59 |
($230) - - - |
($230) - - 59 |
|
| $59 | ($230) |
($171) |
|
| $ - - |
($7,200) - |
($7,200) - |
|
| $74,208 | $45,477 |
$28,731 |
- 191 -
Year Ended December 31, 2022
| Item Balance at January 1 Service cost Current service cost Interest expense (income) Past service cost Settlement loss (income) Recognized in profit or loss Remeasurement Return on plan assets (excluding amounts included in net interest expense) Actuarial loss (gain) - Changes in demographics assumptions Changes in financial assumptions Experience adjustments Recognized in other comprehensive income Contributions from the employer Benefits paid from plan assets Balance at December 31 |
Present Value of Defined Benefit Obligation |
Fair Value of Plan Assets |
Net Defined Benefit Liabilities |
|---|---|---|---|
| $83,090 - 415 - - |
($28,043) - (155) - - |
$55,047 - 260 - - |
|
| $415 | ($155) |
$260 |
|
| $ - - (8,081) (2,281) |
($2,278) - - - |
($2,278) - (8,081) (2,281) |
|
| ($10,362) | ($2,278) |
($12,640) |
|
| $ - - |
($7,000) - |
($7,000) - |
|
| $73,143 | $37,476 |
$35,667 |
-
D. Through the defined benefit plans under the Labor Standards Law, the Group is exposed to the following risks:
-
a. Investment risk
The pension funds are invested in equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the government’s designated authorities or under the mandated management. However, under the Labor Standards Law, the rate of return on assets shall not be less than the average interest rate on a two-year time deposit published by the local banks and the government is responsible for any shortfall in the event that the rate of return is less than the required rate of return.
- b.Interest risk
A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the debt investments of the plan assets.
-
192 -
-
c.Salary risk
- The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.
-
E. The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The principal assumptions of the actuarial valuation were as follows:
| valuation were as follows: | ||
|---|---|---|
| Discount rate Future salary increase rate The weighted average duration of the defined benefit obligation |
Measurement Date | |
| December 31, 2023 | December 31, 2022 | |
| 1.375% | 1.375% |
|
| 2% | 2% |
|
| 11.3 years | 11.7 years |
-
(a) Assumptions regarding future mortality experience are set based on actuarial valuation in accordance with the 6th version of Taiwan Standard Ordinary Experience Mortality Tables.
-
(b) If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:
| the defined benefit obligation would | increase (decrease) as follows: | increase (decrease) as follows: |
|---|---|---|
| Item Discount Rate 0.25% higher 0.25% lower Expected rates of salary increase 0.25% higher 0.25% lower |
December 31 | |
| 2023 | 2022 | |
| ($2,055) | ($2,110) | |
| $2,134 | $2,195 | |
| $2,081 | $2,140 | |
| ($2,015) | ($2,068) |
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
-
F. The Group expects to make contributions of $7,200 thousand to the defined benefit plans for the year ended December 31, 2024.
-
193 -
(19) Share capital
- A. Movements in the number of the Group’s ordinary shares outstanding were as follows:
| follows: | ||
|---|---|---|
| Item Balance at January 1 Capital increase in cash Conversion of bonds payable Balance at December 31 Item Balance at January 1 Capital increase in cash Capitalization of retained earnings Balance at December 31 |
Year Ended December 31, 2023 | |
| Shares (in thousands) Amount 250,930 $2,509,297 - - 21,595 215,946 272,525 $2,725,243 Year Ended December 31, 2022 |
Amount | |
| $2,509,297 - 215,946 |
||
| $2,725,243 | ||
| Shares (in thousands) 250,930 - - 250,930 |
Amount | |
| $2,509,297 - - |
||
| $2,509,297 |
-
B. As of December 31, 2022, the authorized capital are $5,000,000 thousand, consisting of 500,000 thousand shares.
-
C. The Company’s corporate bonds have been converted to ordinary stock shares totaling $1,200,000 thousand between August and December 2023, and the numbers of conversion were 22,514 thousand shares. As of December 31, 2023, while 21,595 thousand shares have completed the registration and have been converted to stock capital totaling 215,946 thousand, 919 thousand shares were not yet completed the registration, and $9,194 thousand was recorded as bond conversion entitlement certificates.
-
D. While 9,194 thousand was recorded as bond conversion entitlement certificates have completed the registration in February 2024.
-
194 -
(20) Capital surplus
| Capital surplus | ||
|---|---|---|
| Item From merger From convertible bonds Treasury share transactions Reorganization Differences between considerations and carrying amounts of subsidiaries acquired or disposed Total |
December 31 | |
| 2023 $18,227 1,477,900 21,464 1,050 147 $1,518,788 |
2022 | |
| $18,227 326,015 21,464 1,050 147 |
||
| $366,903 |
Under the Company Act, the capital surplus generated from the excess of the issuance price over the par value of capital stock and donations can be used to offset deficit or may be distributed as stock dividends or in cash. Under the regulations of the Security Exchange Law, the maximum amount transferred from the foregoing capital surplus to the Company’s capital per year shall not be over 10% of the Company’s paid-in capital. Capital surplus can’t be used to offset deficit unless legal reserve is insufficient. The capital surplus from long-term investments may not be used for any purpose.
(21)Retained earnings and dividend policy
-
(1) In accordance with the dividend policy as set forth in the Company’s Articles of Incorporation, where the Company made profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the regulations, and the remainder plus prior year’s unappropriated earnings will be recommended by the board of directors and approved through the shareholders’ meeting.
-
In consideration of its operation and capital expenditure demands, the Company stipulates appropriate dividend distribution ratio, and proposes for approval in the shareholders’ meeting. However, at least 20% of total dividends should be distributed in cash.
-
(2) Legal reserve may be used to offset a deficit, and be transferred to capital or distributed in cash. However, legal reserve can be transferred to capital or distributed in cash only when the legal reserve has exceeded 25% of the Company’s paid-in capital.
-
(3) Special reserve
| paid-in capital. (3) Special reserve |
||
|---|---|---|
| Item Reserve for the debit balance of other equities Reserve for first-time adoption of IFRS Total |
December 31, 2023 $178,602 79,155 $257,757 |
December 31, 2022 |
| $216,203 79,155 |
||
| $295,358 |
-
195 -
-
A. While earning distribution, the earnings can be distributed after appropriation of the equivalent amount of the debit balance of the other equities of the balance sheet.
-
B. Under Rule No.1010012865 issued by the FSC for first-time adoption of IFRS, the special reserve can be reversed while usage, disposal and reclassification of related assets.
-
(4) The appropriation of 2022 and 2021 earnings have been approved by at the shareholders’ meeting held in June 2023 and 2022, respectively. Details were summarized below:
| Item Legal reserve Special reserve Cash dividends Total |
Amount 2022 2021 $109,921 $42,815 (37,601) 53,263 652,417 301,116 $724,737 $397,194 |
Dividends Per Share | Dividends Per Share |
|---|---|---|---|
| 2022 $109,921 (37,601) 652,417 $724,737 |
2022 2.6 |
2021 | |
| 1.2 |
- (5) The appropriation of 2023 earnings had been proposed by the board of directors on March 7, 2024. Details were summarized below:
| Item Legal reserve Special reserve Cash dividends |
Amount $133,407 42,428 957,053 |
Dividends Per Share |
|---|---|---|
| 3.5 |
-
A. The appropriation of earnings for 2023 are to be presented for approval in the shareholders’ meeting to be held in June 2024.
-
B. In the event of repurchase of the Company’s shares, transfer, conversion or annulment of treasury stocks, and exercise of employees’ stock options, leading to a change in the number of outstanding shares and a consequent change in dividend yield, it is proposed that the chairman is authorized by the Board of Directors to duly adjust stocks and cash payout rates.
-
(6) Information on the earnings appropriation proposed by the Company’s Board of Directors and approved by the Company’s shareholders is available on the Market Observation Post System website of the Taiwan Stock Exchange.
-
196 -
(22)Others equity
| (22)Others equity | 22)Others equity | ||||
|---|---|---|---|---|---|
| Item Balance, January 1, 2023 Share of subsidiaries, associates and joint ventures accounted for using equity method Unrealized gain (loss) on financial assets at fair value through other comprehensive income Balance, December 31, 2023 Item Balance, January 1, 2022 Share of subsidiaries, associates and joint ventures accounted for using equity method Unrealized gain (loss) on financial assets at fair value through other comprehensive income Balance, December 31, 2022 (23)Operating revenues Item |
Item | Exchange differences on translation of foreign financial statements |
Unrealized gain (loss) on financial asset at fair value through other comprehensive income |
Total ($257,757) (47,491) 5,063 ($300,185) |
|
| Balance, January 1, 2023 Share of subsidiaries, associates and joint ventures accounted for using equity method Unrealized gain (loss) on financial assets at fair value through other comprehensive income Balance, December 31, 2023 Item |
($257,757) (47,491) - |
$ - - 5,063 |
|||
| ($305,248) | $5,063 |
||||
| Exchange differences on translation of foreign financial statements |
Unrealized gain (loss) on financial asset at fair value through other comprehensive income |
Total | |||
| ($295,358) 37,601 - |
$ - - - |
($295,358) 37,601 - |
|||
| ($257,757) | $ - |
($257,757) | |||
| 2023 $13,078,143 (70,526) (92,932) $12,914,685 |
|||||
| Revenue from contracts with customers Total revenues Sales returns Sales discount Net |
|||||
A. Explain of contract revenue
Sales of fans and other related goods are mainly to system manufacturers and distributors. Please refer to Note 14 for the main sale areas.
-
B. The Group’s timing of revenue recognition is goods transferred at a certain point of time.
-
197 -
C. Contract balances
The Group recognizes the receivables, contract assets and contract liabilities related to contract revenue as follows:
| to contract revenue as follows: | ||
|---|---|---|
| Item Receivables Contract assets Total Contract liabilities - current |
Year Ended December 31 | |
| 2023 $3,079,399 - $3,079,399 $109,540 |
2022 | |
| $3,414,152 - |
||
| $3,414,152 | ||
| $176,164 |
-
a. Significant changes in contract assets and contract liabilities The changes in the contract assets and contract liabilities primarily result from the timing difference between the satisfaction of performance obligation and the customer’s payment, and there is no other significant change.
-
b. Amount from previous period’s satisfied performance obligations and beginning contract liabilities recognized in the current period as income were as follows:
| Revenue in the currentperiod | Year Ended December 31 2023 2022 $176,164 $110,411 $ - $ - |
|---|---|
| 2023 | |
| From beginning contract liabilities From previous period’s satisfied performance obligations |
$176,164 |
| $ - |
(24)Labor cost, depreciation and amortization
| Item Labor cost Salaries Insurance Pension Others Depreciation Amortization Total |
Year Ended December 31, 2023 Operatingcost Operatingexpenses Total $1,109,660 $878,068 $1,987,728 106,638 79,690 186,328 127,846 44,194 172,040 498,943 66,775 565,718 309,478 92,281 401,759 81,889 50,605 132,494 $2,234,454 $1,211,613 $3,446,067 |
Year Ended December 31, 2023 Operatingcost Operatingexpenses Total $1,109,660 $878,068 $1,987,728 106,638 79,690 186,328 127,846 44,194 172,040 498,943 66,775 565,718 309,478 92,281 401,759 81,889 50,605 132,494 $2,234,454 $1,211,613 $3,446,067 |
|---|---|---|
| Operatingcost $1,109,660 106,638 127,846 498,943 309,478 81,889 $2,234,454 |
Operatingexpenses $878,068 79,690 44,194 66,775 92,281 50,605 $1,211,613 |
- 198 -
Year Ended December 31, 2022
| Item Labor cost Salaries Insurance Pension Others Depreciation Amortization Total |
Operatingcost $1,439,609 119,947 147,703 841,383 269,566 103,102 $2,921,310 |
Operatingexpenses $822,618 72,793 42,231 73,771 96,012 43,985 $1,151,410 |
Total |
|---|---|---|---|
| $2,262,227 192,740 189,934 915,154 365,578 147,087 |
|||
| $4,072,720 |
-
The Company accrued employees’ compensation and remuneration to directors at the rates not less than 2% and not higher than 5% of net income before income tax, employees’ compensation and remuneration to directors during the period. If there is a change in the amounts after the annual consolidated financial statements were authorized for issue, the differences are recorded as a change in the accounting estimate.
-
The employees’ compensation and remuneration to directors for the years ended December 31, 2023 and 2022 had been approved by the Company’s Board of Directors meeting held on March 7, 2024 and March 9, 2023, respectively, and the relevant amounts recognized in the consolidated financial statements were as follows:
Year ended December 31
| Resolution amount of allotment Recognized in the annual financial statements Difference |
2023 | 2023 | 2022 | 2022 |
|---|---|---|---|---|
| Employees’ compensation |
Remuneration to directors |
Employees’ compensation $32,000 32,000 $ - |
Remuneration to directors |
|
| $39,800 39,800 |
$10,000 10,000 |
$8,000 8,000 |
||
| $ - | $ - | $ - |
The above mentioned employees’ compensation will be paid by cash.
-
Information about the appropriation of employees’ compensation and directors’ remuneration by the Company as proposed by the Board of Directors and resolved by the shareholders will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
-
199 -
(25)Interest income
| Item Interest on bank deposits Interest on early payment Others Total (26)Other income Item Rental income Others - sample sales, etc. Others - subsidy Others Total |
Year ended December 31 2023 2022 $91,929 $8,723 3,773 5,386 73 483 $95,775 $14,592 Year ended December 31 2023 2022 $1,974 $1,839 38,302 42,798 36,834 34,063 79,171 76,612 $156,281 $155,312 |
|---|---|
| 2023 $1,974 38,302 36,834 79,171 $156,281 |
(27)Other gains and losses
| Item Net loss on financial instruments at FVTPL Loss on disposal of property, plant and equipment Net currency exchange gains Gain on disposal of investments Others Total |
Year ended December 31 | Year ended December 31 |
|---|---|---|
| 2023 $8,229 (4,952) 54,046 1,806 (44,453) $14,676 |
2022 | |
| $78 (2,195) 175,794 2,566 3,647 |
||
| $179,890 |
(28)Finance costs
| Item Interest on loans Interest on lease liabilities Interest of convertible bonds Less: capitalized amount for qualified assets Carrying amount |
Year ended December 31 | Year ended December 31 |
|---|---|---|
| 2023 $34,550 8,301 4,144 - $46,995 |
2022 | |
| $36,389 8,011 - - |
||
| $44,400 |
- 200 -
(29)Income tax
A. The major components of tax expense were as follows:
| Current income tax Current tax expense Additional tax on unappropriated earnings Adjustments in tax of prior periods Total Deferred income tax The origination and reversal of temporary differences Total Income tax expense |
Year ended December 31 | Year ended December 31 |
|---|---|---|
| 2023 $317,298 17,639 (44,669) $290,268 $127,386 $127,386 $417,654 |
2022 | |
| $291,119 - (45,370) |
||
| $245,749 | ||
| $91,033 | ||
| $91,033 | ||
| $336,782 |
B. Income tax expense recognized in other comprehensive income was as follows:
| Item Exchange differences on translation of foreign operations Remeasurement of defined benefit plans Total |
Year ended December 31 | Year ended December 31 |
|---|---|---|
| 2023 ($11,872) 34 ($11,838) |
2022 | |
| $9,399 2,528 |
||
| $11,927 |
C. Reconciliation of income before income tax and income tax expense recognized in profit or loss was as follows:
| profit or loss was as follows: | ||
|---|---|---|
| Item Income before income tax Income tax expense at the statutory rate Tax effect of adjusting items: Other adjustments Additional tax on unappropriated earnings Adjustments for prior year’s tax adjustments Deferred income tax expense Temporary differences Income tax expense recognized in profit or loss |
Year Ended December 31 | |
| 2023 | 2022 | |
| $1,751,588 | $1,425,877 |
|
| $554,252 (236,954) 17,639 (44,669) 127,386 |
$463,329 (172,210) - (45,370) 91,033 |
|
| $417,654 | $336,782 |
The applicable tax rate used by the Group is 20%. In addition, the tax rate applicable to unappropriated earning is 5%. Tax rates used by other group entities operating in other jurisdictions are based on the tax laws in those jurisdictions.
According to the amendments to the Statute for Industrial Innovation announced in
- 201 -
July 2019, the amounts of unappropriated earnings in 2018 and thereafter that are reinvested in the construction or purchase of certain assets or technologies are allowed as deduction when computing the income tax on unappropriated earnings. When calculating the tax on unappropriated earnings, the Group has already deducted the amount of the unappropriated earnings that has been reinvested as capital expenditures. When calculating the tax on unappropriated earnings by the Group in 2023, already deducted the unappropriated earnings in 2022 amount that has been reinvested in capital expenditure.
D. Amounts of deferred tax assets or liabilities as a result of temporary difference, loss carryforward and investment tax credit were as follows:
| Deferred income tax assets: Temporary differences Net defined benefit liability Unrealized loss on inventories Unused compensated absences Unrealized exchange loss Unrealized profit on Intercompany sales Others Subtotal Deferred income tax liabilities: Temporary differences Gain on foreign investment under the equity method Depreciation life difference Subtotal Total |
Year Ended December 31, 2023 | Year Ended December 31, 2023 | Year Ended December 31, 2023 | ||
|---|---|---|---|---|---|
| Balance, Beginning of Year |
Recognized in Profit or Loss |
Recognized in Other Comprehensive Income |
Effect of Exchange Rate Changes |
Balance, End of Year |
|
| $7,134 39,627 3,576 6,507 47,821 7,926 |
($1,353) (24,560) 181 12,131 (1,893) (2,606) |
($34) - - - - - |
$ - (130) - - - 7 |
$5,747 14,937 3,757 18,638 45,928 5,327 |
|
| $112,591 | $(18,100) |
($34) | ($123) | $94,334 | |
| $121,315 69,640 |
$86,113 23,173 |
($11,872) - |
$ - (1,639) |
$195,556 91,174 |
|
| $190,955 | $109,286 |
($11,872 |
($1,639) |
$286,730 | |
| ($78,364) | ($127,386) |
$11,838 |
$1,516 |
($192,396) |
- 202 -
| Deferred income tax assets: Temporary differences Net defined benefit liability Unrealized loss on inventories Unused compensated absences Unrealized exchange loss Unrealized profit on Intercompany sales Others Investment tax credit Subtotal Deferred income tax liabilities: Temporary differences Gain on foreign investment under the equity method Unrealized exchange gain Depreciation life difference Subtotal Total |
Year Ended December 31, 2022 | Year Ended December 31, 2022 | Year Ended December 31, 2022 | ||
|---|---|---|---|---|---|
| Balance, Beginning of Year |
Effect of Tax Rate Change |
Recognized in Other Comprehensive Income |
Effect of Exchange Rate Changes |
Balance, End of Year |
|
| $11,010 12,121 2,854 - 26,775 3,017 4,364 |
($1,348) 27,489 722 6,507 21,046 4,518 (4,461) |
($2,528) - - - - - - |
$ - 17 - - - 391 97 |
$7,134 39,627 3,576 6,507 47,821 7,926 - |
|
| $60,141 | $54,473 |
($2,528) |
$505 | $112,591 |
|
| $34,476 2,022 - |
$77,440 (2,022) 70,088 |
$9,399 - - |
$ - - (448) |
$121,315 - 69,640 |
|
| $36,498 | $145,506 |
$9,399 |
($448) |
$190,955 | |
| $23,643 | ($91,033) |
($11,927) |
$953 |
($78,364) |
E. Items with no deferred tax assets recognized:
| Item Deductible temporary differences |
December 31 | December 31 |
|---|---|---|
| 2023 $98,420 |
2022 | |
| $85,223 |
F. The tax authorities have ratified Company’s income tax returns through Year 2021.
(30)Other comprehensive income (loss)
| Item Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit obligation Unrealized gain (loss) on financial assets at fair value through other comprehensive income Subtotal |
Year Ended December 31,2023 Other Comprehensive Income (Loss), Before Tax Income Tax Benefit (Expense) Other Comprehensive Income (Loss), Net of Tax $171 ($34) $137 5,063 - 5,063 $5,234 ($34) $5,200 |
Year Ended December 31,2023 Other Comprehensive Income (Loss), Before Tax Income Tax Benefit (Expense) Other Comprehensive Income (Loss), Net of Tax $171 ($34) $137 5,063 - 5,063 $5,234 ($34) $5,200 |
|---|---|---|
| Other Comprehensive Income (Loss), Before Tax $171 5,063 $5,234 |
Income Tax Benefit (Expense) ($34) - ($34) |
- 203 -
| Items that may be reclassified subsequently to profit or loss: Exchange differences arising on translation of foreign operations Subtotal Recognized in other comprehensive income (loss) Item Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit obligation Unrealized gain (loss) on financial assets at fair value through other comprehensive income Subtotal Items that may be reclassified subsequently to profit or loss: Exchange differences arising on translation of foreign operations Subtotal Recognized in other comprehensive income (loss) (28)Earnings per share Item |
($59,363) $11,872 ($59,363) $11,872 ($54,129) $11,838 Year Ended December 31, |
($59,363) $11,872 ($59,363) $11,872 ($54,129) $11,838 Year Ended December 31, |
($59,363) $11,872 ($59,363) $11,872 ($54,129) $11,838 Year Ended December 31, |
($47,491) ($47,491) ($42,291) 2022 |
|---|---|---|---|---|
| Income Tax Benefit (Expense) Other Comprehensive Income (Loss), Net of Tax ($2,528) $10,112 - - ($2,528) $10,112 ($9,399) $37,601 ($9,399) $37,601 ($11,927) $47,713 Year Ended December 31 2022 2022 $1,333,934 $1,089,095 258,369 250,930 $5.16 $4.34 |
Other Comprehensive Income (Loss), Net of Tax |
|||
| $10,112 - |
||||
| $10,112 | ||||
| $37,601 | ||||
| $37,601 | ||||
| $47,713 | ||||
| 2022 $1,333,934 258,369 $5.16 |
||||
- 204 -
(2) Diluted earnings per share:
| Net income attributable to owners of the parent Interest of convertible bonds Net income used in computation of diluted earnings per share Weighted average shares outstanding (in thousands) Convertible bonds (in thousands) Impact on employees’compensation (Note) Weighted average number of ordinary shares outstanding after dilution (in thousands) Diluted earnings per share (after tax) |
$1,333,934 3,315 $1,337,249 $258,369 4,795 370 $263,534 $5.07 |
$1,089,095 - $1,089,095 $250,930 749 $251,679 $4.33 |
|---|---|---|
(Note) Since the Group offered to settle compensation paid to employees in cash or shares, the Group assumed the entire amount of the compensation would be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.
7. RELATED PARTY TRANSACTIONS
- (1) Parent and ultimate controlling party:
The Group has no parent and ultimate controlling party.
- (2) Related party name and category:
Related Party Name Related Party Category Guang Sheng Investment Corporation Other related party Shehng-Yuan Children Development and Other related party Adult Support Services Center Yo Yuan Investment Corporation Other related party Suzhou Shengyixing Heat Transfer Technology Associates Co., Ltd.
- (3) Significant transactions with related parties:
A. Sales:
| A. Sales: | ||
|---|---|---|
| Related PartyCategory Associates |
Year Ended December 31 | |
| 2023 $113 |
2022 | |
| $1,686 |
- 205 -
Selling prices with the related parties are set by the Company and are equivalent to those with ordinary customers. Collection period was 2 to 4 months. Collection can be delayed when agreed on by both parties.
B. Purchase:
| B. Purchase: | ||
|---|---|---|
| Related PartyCategory Associates |
Year Ended December 31 | |
| 2023 $96,774 |
2022 | |
| $95,764 |
Above mentioned Purchase prices of the related parties are equivalent to those of those of other manufacturer. Payment term was 3 to 4 months. However, both parties can agree to advance the payment.
-
C. Contract assets: None.
-
D. Contract liabilities: None.
E. Balance of receivables (excluding lending to related parties):
| Item Account receivable Other receivable |
Related PartyCategory Associates Associates |
December 31 2023 2022 $ - $1,893 $ - $49 |
|---|---|---|
F. Balance of payables (excluding borrowing from related parties):
| Item Account payable Other payables |
Related PartyCategory Associates Associates |
December 31 | December 31 |
|---|---|---|---|
| 2023 $18,733 $103 |
2022 | ||
| $13,420 | |||
| $246 |
G. Advance receipts: None.
H. Property transactions: None.
- I. Lessee arrangements:
| Item Refundable deposits Lease liabilities - current Lease liabilities - noncurrent Item Interest expense |
Related PartyCategory Other related parties Other related parties Other related parties Related PartyCategory Other related parties |
December 31 | December 31 |
|---|---|---|---|
| 2023 2022 $26 $26 $129 $154 $ - $91 Year Ended December 31 |
2022 | ||
| $26 | |||
| $154 | |||
| $91 | |||
| 2023 $2 |
2022 | ||
| $1 |
Above lease terms are based on the contract, and rent is paid monthly.
-
206 -
-
J. Rent arrangements: None.
-
K. Financing activities - lending to related parties:
| Item Other receivable |
Related PartyCategory Associates |
Year Ended December 31 | Year Ended December 31 |
|---|---|---|---|
| 2023 $ - |
2022 | ||
| $13,229 |
a. Interest income
| Interest income | ||
|---|---|---|
| Related PartyCategory Associates Interest rates |
Year Ended December 31 | |
| 2023 $27 4.35% |
2022 | |
| $468 | ||
| 4.35% |
- L. Financing activities - borrowing from related parties : None.
M. Guarantee for related parties: None.
- N. Others:
a. Guarantee deposits:
| M. Guarantee for related parties: None. N. Others: a. Guarantee deposits: |
||
|---|---|---|
| Related PartyCategory Other related parties b. Miscellaneous income: Related PartyCategory Other related parties |
December 31 | |
| 2023 2022 $55 $55 Year Ended December 31 |
2022 | |
| $55 | ||
| 2023 $194 |
2022 | |
| $194 |
Miscellaneous income is mainly rent income. Rent prices are according to the contract agreement and received monthly.
c. Miscellaneous expenses:
| c. Miscellaneous expenses: | ||
|---|---|---|
| Related PartyCategory Associates |
Year Ended December 31 | |
| 2023 $873 |
2022 | |
| $1,142 |
Miscellaneous expenses are R&D.
- 207 -
(4) Key management compensation
| (4) Key management compensation | ||
|---|---|---|
| Related PartyCategory Salaries and other short-term employee benefits Post-employment benefits Other long-term employee benefits Termination benefits Share-based payments Total |
Year Ended December 31 | |
| 2023 $79,441 - - - - $79,441 |
2022 | |
| $75,775 - - - - |
||
| $75,775 |
8. PLEDGED ASSETS
| PLEDGED ASSETS | ||
|---|---|---|
| Item Property, plant and equipment (net) |
Year Ended December 31 | |
| 2023 | 2022 | |
| $496,858 | $496,858 |
9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACT COMMITMENTS
-
(1) As of December 31, 2023 and 2022, the Group issued guarantee notes for bank loans amounting to $3,404,317 thousand and $3,247,560 thousand, respectively.
-
(2) The unused letter of credit as of December 31, 2023 and 2022 consisted of the following:
(In thousands)
| (In thousands) | (In thousands) | |
|---|---|---|
| Item L/C Amount |
December 31 | |
| 2023 | 2022 | |
| USD 815 | USD 3,906 |
- (3) As of December 31, 2022 and 2021, the note endorsement for material purchase were as follows:
| Item Bank acceptance |
(In thousands) December 31 |
(In thousands) December 31 |
|---|---|---|
| 2023 | 2022 | |
| USD 1,239 | USD 2,114 |
-
(4) As of December 31, 2023 and 2022, the Group endorsed guarantees for others. Please refer to Note 13 for the information.
-
(5) Statement of lawsuit
-
SIAE Microelettronica S.P.A. filed a lawsuit against the Group for the infringement on April 8, 2020. The Group has appointed the attorney to proceed with the litigation, and the result of the first-instance judgment declared by Kaohsiung District Court in Taiwan on June 30, 2022 is that “The plaintiff’s claim and the application of provisional execution are both dismissed. The litigation expenses shall be borne by the plaintiff”. Moreover, the plaintiff did not file an appeal within the statutory period, and the
-
208 -
judgment of first instance of this case was determined on August 3, 2022.
-
(6) Significant contract
-
A. The Group entered into the land usage right transfer contract with Hermosa Ecozone Development Corporation in Year 2020. The main contents are as below:
-
(A) Transfer object: land usage right of 137,096 square meters at Lot 1 Block 12 in Hermosa Ecozone Industrial Park for the construction of the plant.
-
(B) Land usage right period: 75 years.
-
(C) Transfer price of land usage right: $410,992 thousand (PHP 685,480 thousand).
-
-
B. The Group entered into the land usage right transfer contract with Farms Agribusiness Corporation in Kunshan Economic and Technological Development Zone in Year 2000. The contents of the contract were as below:
-
(A) Transfer object: land usage right of 48,688 square meters at Kunshan Economic and Technological Development Zone for the construction of the plant and dormitory.
-
(B) Land usage right period: 50 years.
-
(C) Transfer price of land usage right: US$828 thousand (RMB 6,842 thousand).
-
10. SIGNIFICANT DISASTER LOSS: NONE.
11. SIGNIFICANT SUBSEQUENT EVENTS: NONE.
12. OTHERS
- (1) Capital risk management
The Group should maintain an adequate capital structure to enable the expansion and enhancement of equipment. Therefore, the Group manages its capital in a manner to ensure that it has sufficient and necessary financial resources to fund its working capital needs, capital asset purchases and debt service requirements associated with its existing operations over the next 12 months.
-
(2) Financial instruments
-
A. Financial risk of financial instruments
Financial risk management policies
The Group’s activities expose to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. To lower down the related financial risk, the Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial position and financial performance.
-
The plans for material treasury activities are reviewed by board of directors in accordance with procedures required by relevant regulations or internal controls. During the implementation of such plans, the Group Treasury function must comply with certain treasury procedures that provide guiding principles for overall financial
-
209 -
risk management and segregation of duties.
Significant financial risks and degrees of financial risks
-
a. Market risk
-
(a) Foreign exchange rate risk
The Group’s functional currency is New Taiwan dollars. Many of the Group’s operating activities are denominated in foreign currencies. Consequently, the Group is exposed to foreign currency risk. To protect against reductions in value and the volatility of future cash flows caused by changes in foreign exchange rates, the Group raises loans denominated in foreign currency and derivative financial instruments to hedge the currency exposure. These instruments help to reduce, but do not eliminate, the impact of foreign currency exchange rate movements. The derivative financial instruments the Group held with maturities less than 3 months are not qualified for hedge accounting. The net investment in foreign operation is strategic investment. Therefore, the Group does no hedge for it.
- (b) Foreign currency risk and sensitivity analysis (including consolidated elimination items and incompletely write-off of exchange rate risk)
| Financial assets Monetary item USD:NTD EUR:NTD USD:RMB USD:EUR USD:PHP Financial liabilities Monetary item USD:NTD USD:RMB USD:EUR |
Foreign Currency 147,441 6,295 88,522 3,391 3,974 79,851 48,235 4,518 |
Exchange Rate 30.7050 33.9800 7.0827 0.9036 55.5646 30.7050 7.0827 0.9036 |
December 31, 2023 | December 31, 2023 | December 31, 2023 | |
|---|---|---|---|---|---|---|
| Carrying Value(NTD) 4,527,187 213,894 2,718,070 104,123 122,018 2,451,815 1,481,042 138,725 |
Sensitivity Analysis | |||||
| Variation Increase 1% Increase 1% Increase 1% Increase 1% Increase 1% Increase 1% Increase 1% Increase 1% |
Profit and Loss Impact 45,272 2,139 27,181 1,041 1,220 (24,518) (14,810) (1,387) |
Equity Impact |
||||
| - - - - - - - - |
- 210 -
December 31, 2022
| December 31, 2022 | December 31, 2022 | December 31, 2022 | ||||
|---|---|---|---|---|---|---|
| Financial assets Monetary item USD:NTD EUR:NTD USD:RMB USD:EUR USD:PHP Financial liabilities Monetary item USD:NTD EUR:NTD USD:RMB USD:EUR USD:PHP |
Foreign Currency |
Exchange Rate 30.7100 32.7200 6.9646 0.9386 56.1221 30.7100 32.7200 6.9646 0.9386 56.1221 |
Carrying Value(NTD) 3,307,974 447,161 2,912,276 59,969 44,712 2,130,318 20,804 2,216,650 168,810 18,131 |
Sensitivity Analysis Variation Profit and Loss Impact Equity Impact Increase 1% 33,080 - Increase 1% 4,472 - Increase 1% 29,123 - Increase 1% 600 - Increase 1% 447 - Increase 1% (21,303) - Increase 1% (208) - Increase 1% (22,167) - Increase 1% (1,688) - Increase 1% (181) - |
||
| Profit and Loss Impact 33,080 4,472 29,123 600 447 (21,303) (208) (22,167) (1,688) (181) |
Equity Impact |
|||||
| 107,717 13,666 94,832 1,953 1,456 69,369 636 72,180 5,497 590 |
- - - - - - - - - - |
When New Taiwan dollar appreciates and other variation factors stay unchanged, there will be the same but opposite amount of influence as of December 31, 2023 and 2022.
The details of unrealized exchange gain (loss) for monetary items due to material exchange rate fluctuation were as follow:
| Financial Assets Monetary Item USD: NTD EUR: NTD USD: RMB USD: EUR USD: PHP Financial Liabilities Monetary Item USD: NTD EUR: NTD USD: RMB USD: EUR USD: PHP |
Year Ended December 31, 2023 | Year Ended December 31, 2023 | Year Ended December 31, 2023 | Year Ended December 31, 2022 | Year Ended December 31, 2022 | Year Ended December 31, 2022 |
|---|---|---|---|---|---|---|
| Foreign Exchange Gain (Loss) | Foreign Exchange Gain (Loss) | |||||
| Foreign Currency (In thousands) |
Exchange Rate | Carrying Value | Foreign Currency (In thousands) |
Exchange Rate | Carrying Value | |
| - - (5,39) (88) 1,343 - - 3,097 97 (628) |
31.1770 33.7200 7.0467 0.9246 55.7210 31.1770 33.7200 7.0467 0.9246 55.7210 |
(148,282) (1,112) (23,877) (2,964) 751 56,573 50 13,701 3,260 (351) |
- - (17,505) (94) (1,552) - - 3,090 316 488 |
29.8490 31.3500 6.7261 0.9521 54.4820 29.8490 31.3500 6.7261 0.9521 54.4820 |
(47,841) 14,196 (77,683) (2,939) (850) 862 (208) 13,713 9,898 267 |
- 211 -
b. Price risk
The Group is exposed to equity instrument price risk because the investments held by the Group are classified on the consolidated balance sheet as at fair value through profit or loss.
The Group is exposed to beneficiary certificates. If the price of the Group’s equity investments rises (or falls) 1%, the net income resulting from equity instruments at fair value through profit and loss will increase (or decrease) $0 thousand and $2,118 thousand for the years ended December 31, 2023 and 2022, respectively. The other comprehensive income from equity instruments at fair value through other comprehensive income or loss will increase (or decrease) 272 thousand for the nine months ended December 31, 2023.
c. Interest rate risk
The carrying amount of the financial assets and liabilities that exposed to interest rate risk as reporting date was as follow:
| Item Fair value interest rate risk: Financial assets Financial liabilities Net Cash flow interest rate risk: Financial assets Financial liabilities Net |
CarryingValue | CarryingValue |
|---|---|---|
| December 31,2023 | December 31,2022 | |
| $216,761 (228,769) |
$ - (231,376) |
|
| ($12,008) | ($231,376) | |
| $4,023,416 (853,287) |
$2,386,482 (1,694,589) |
|
| $3,170,129 | $691,893 |
- (a) Sensitivity analysis of fair value interest rate risk instrument
The Group does not classify any fixed-rate instruments as financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. In addition, the Group does not designate derivatives (interest rate swap) as hedge instruments under hedge accounting. Therefore, the change of interest rate at reporting date does not have influence on net income and other comprehensive income.
- (b) Sensitivity analysis of cash flow interest rate risk instrument
The Group’s financial assets (liabilities) with variable interest rate are those with floating-rate. If interest rate increases 1%, the net income will increase (decrease) $31,701 thousand and $6,919 thousand for the years ended December 31, 2023 and 2022, respectively.
B. Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a contract leading to a financial loss to the Group. The Group is exposed to credit risk from operating activities, primarily accounts receivables, and from investing activities,
- 212 -
primarily deposit and other financial instruments. Credit risk is managed separately for business related and financial related exposures.
-
a. Business related credit risk
-
In order to maintain the credit quality of accounts receivables, the Group has established procedures to monitor and limit exposure to credit risk on trade receivables. Credit evaluation is performed in the consideration of the relevant factors which may affects the customer’s paying ability such as financial condition, external and internal credit scoring, historical experience, and economic conditions.
-
b. Financial credit risk
-
The Group’s exposure to financial credit risk which pertained to bank deposits and other financial instruments were evaluated and monitored by Group Treasury function. The Group only deals with creditworthy counterparties, banks, and government so that no significant credit risk was identified. In addition, the Group has no financial assets at amortized and investments in debt instruments at fair value through other comprehensive income.
-
(a) Credit concentration risk
-
As of December 31, 2023 and 2022, the Group’s ten largest customers accounted for 30.44% and 36.55% of accounts receivable, respectively. The Group believes the concentration of credit risk is insignificant for the remaining accounts receivable.
-
The Group continuously evaluated customers' financial situation. To reduce major credit risk, the Group bought credit guarantee insurance, and asked customers to make payment in advance.
-
-
(b) Expected credit loss measurement
-
i. Account receivables adopts a simplified approach, please prefer to Note 6(4).
-
ii. Identification basis for whether credit risk is significantly increased: None (the Group didn’t hold debt instruments at amortized cost or at FVTOCI).
-
-
c. Collaterals and other credit enhancement held to avoid credit risks from financial assets.
The following table shows the maximum exposure to credit risk regarding financial assets recognized in the consolidated balance sheets, pledged collateral, master netting arrangements and other credit enhancement held by the Group:
- 213 -
| December 31, 2023 Financial instruments subject to IFRS 9 impairment requirements and derogated from credit Financial instruments not subject to IFRS 9 impairment requirements: Financial assets at fair value through profit or loss Financial assets at fair value through other comprehensive income or loss Total December 31, 2022 Financial instruments subject to IFRS 9 impairment requirements and derogated from credit Financial instruments not subject to IFRS 9 impairment requirements: Financial assets at fair value through profit or loss Financial assets at fair value through other comprehensive income or loss Total |
Carrying Value $ - - 27,231 $27,231 Carrying Value $ - 211,827 - $211,827 |
Decrease Amount of Credit Risk Maximum | Decrease Amount of Credit Risk Maximum | Decrease Amount of Credit Risk Maximum | Exposure |
|---|---|---|---|---|---|
| Collateral Net Settlement Agreement Other Credit Strengthening $ - $ - $ - - - - - - - $ - $ - $ - Decrease Amount of Credit Risk Maximum |
Total | ||||
| $ - - - |
|||||
| $ - | |||||
| Exposure | |||||
| Collateral $ - - - $ - |
Net Settlement Agreement $ - - - $ - |
Other Credit Strengthening $ - - - $ - |
Total | ||
| $ - - - |
|||||
| $ - |
C. Liquidity risk
a. Liquidity risk management:
The objective of liquidity risk management is to ensure the Group has sufficient liquidity to fund its business requirements of cash and cash equivalents and the unused of financing facilities associated with existing operations.
b. Financial liabilities with repayment periods:
The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods.
- 214 -
December 31, 2023
| Non-derivative Financial liabilities Within 1 year Short-term loans $457,581 Notes payable 31,067 Accounts payable 2,737,012 Other payables 941,732 Long-term loans 182,775 (Inclusive of current portion) Lease liabilities 106,577 Guarantee deposits 839 Total $4,457,583 |
Within 1 year | 1-2 years | 2-5 years | Over 5 years | Contract Cash Flow | Carrying Value |
|---|---|---|---|---|---|---|
| $ - - - 221 124,042 78,942 - |
$ - - - 325 88,889 61,481 - |
$ - - - - - 17,519 - |
$457,581 31,067 2,737,012 942,278 395,706 264,519 839 |
$457,581 31,067 2,737,012 942,278 395,706 228,769 839 |
||
| $4,457,583 | $203,205 |
$150,695 |
$17,519 |
$4,829,002 | $4,793,252 |
Further information for lease liabilities with repayment periods was as follows:
| Item Within 1 year 1-5 years 5-10 years 10-15 years 15-20 years Over 20 years Lease liabilities $106,577 $140,423 $17,519 $ - $ - $ - December 31, 2022 Non-derivative Financial liabilities Within 1 year 1-2 years 2-5 years Over 5 years Contract Cash Flow Short-term loans $1,287,516 $ - $ - $ - $1,287,516 Notes payable 136,355 - - - 136,355 Accounts payable 3,179,265 23 - - 3,179,288 Other payables 1,077,293 989 465 - 1,078,747 Long-term loans 120,372 102,720 183,981 - 407,073 (Inclusive of current portion) Lease liabilities 86,658 67,974 87,823 - 242,455 Guarantee deposits 3,029 - - - 3,029 Total $5,890,488 $171,706 $272,269 $ - $6,334,463 |
Within 1 year | Within 1 year | 1-5 years | 1-5 years | 5-10 years | 5-10 years | 10-15 years | 10-15 years | 15-20 years | 15-20 years | Over 20 years | Over 20 years | Undiscounted payments |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| $106,577 | $140,423 |
$17,519 |
$ - |
$ - |
$ |
- | $264,519 | ||||||
| December 31, 2022 | |||||||||||||
| Within 1 | year | 1-2 years | 2-5 years | Over 5 years | Contract Cash Flow | Carrying Value | |||||||
| $ - - 23 989 102,720 67,974 - |
$ - - - 465 183,981 87,823 - |
$ - - - - - - - |
$1,287,516 136,355 3,179,288 1,078,747 407,073 242,455 3,029 |
$1,287,516 136,355 3,179,288 1,078,747 407,073 231,376 3,029 |
|||||||||
| $5,890,488 | $171,706 |
$272,269 |
$ - |
$6,334,463 | $6,323,384 |
Further information for lease liabilities with repayment periods was as follows:
| Item Lease liabilities |
Within 1 year | 1-5 years | 5-10 years | 10-15 years | 15-20 years | Over 20 years | Undiscounted payments |
|---|---|---|---|---|---|---|---|
| $86,658 | $155,797 |
$ - |
$ - |
$ - |
$ - |
$242,455 |
The Group does not expect a maturity analysis of which the cash flows timing would be significantly earlier, or the actual amount would be significantly different.
2. Categories of financial instruments
The carrying value of financial assets and liabilities of the Group as of December 31, 2023 and 2022 was as follow:
- 215 -
| Financial assets | December 31 2023 2022 $4,030,886 $2,457,337 3,079,399 3,414,152 100,770 140,678 216,761 - 20,961 19,773 - 211,827 27,231 - 457,581 1,287,516 2,768,079 3,315,643 942,278 1,078,747 228,769 231,376 395,706 407,073 839 3,029 |
December 31 2023 2022 $4,030,886 $2,457,337 3,079,399 3,414,152 100,770 140,678 216,761 - 20,961 19,773 - 211,827 27,231 - 457,581 1,287,516 2,768,079 3,315,643 942,278 1,078,747 228,769 231,376 395,706 407,073 839 3,029 |
|---|---|---|
| 2023 | ||
| Financial assets measured at amortized cost Cash and cash equivalents Notes and accounts receivable Other receivables Other financial assets - current Refundable deposits Financial asset at fair value through profit or loss Financial asset at fair value through other comprehensive income or loss noncurrent Financial liabilities measured at amortized cost Short-term loans Notes and accounts payable (including related parties) Other payables (including related parties) Lease liabilities (including current and noncurrent) Long-term loans Guarantee deposits |
$4,030,886 3,079,399 100,770 216,761 20,961 - 27,231 457,581 2,768,079 942,278 228,769 395,706 839 |
$2,457,337 3,414,152 140,678 - 19,773 211,827 - 1,287,516 3,315,643 1,078,747 231,376 407,073 3,029 |
-
(3) Fair value information
-
A. Details of the fair value of the Group’s financial assets and financial liabilities not measured at fair value are provided in Note 12(3)C. Details of the fair value of the Group’s investment property measured at cost are provided in Note 6(11).
-
B. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows: Level 1: Quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Group’s investment in listed stocks, beneficiary certificates, on-the-run Taiwan central government bonds and derivative instruments with quoted market prices is included in Level 1.
-
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The fair value of the Group’s investments in government bonds, corporate bonds, financial debentures, convertible bonds, and most derivative instruments is included in Level 2.
-
Level 3: Unobservable inputs for the asset or liability. The fair value of the Group’s investments in some derivative instruments and equity instruments without
-
-
216 -
active market is included in Level 3.
-
C. Financial instruments that are not measured at fair value
-
The Group considers that the carrying amounts of financial instruments including cash and cash equivalents, receivables, other financial assets, refundable deposits, short-term loans, payables, lease liabilities, long-term loans and guarantee deposits that are not measured at fair value approximate their fair values.
-
D. The related information of fair value by leve1
-
The related information of financial instruments measured at fair value on a recurring basis by level is as follows:
| Item Assets: Recurringfair value measurements Financial assets at fair value through profit or loss: - beneficiary certificates Financial assets at fair value through other comprehensive income or loss Domestic unlisted stocks Total Item Assets: Recurringfair value measurements Financial assets at fair value through profit or loss: - beneficiary certificates Financial assets at fair value through other comprehensive income or loss Domestic unlisted stocks Total |
December 31, 2023 | December 31, 2023 | ||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| $ - - |
$ - - |
$ - 27,231 |
$ - 27,231 |
|
| $ - | $ - |
$27,231 |
$27,231 |
|
| December 31, 2022 | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| $211,827 - |
$ - - |
$ - - |
$211,827 - |
|
| $211827 | $ - |
$ - |
$211,827 |
E. Valuation techniques of financial instruments valued at fair value
-
217 -
-
(a) The fair value of financial assets and liabilities traded in an active market is based on the quoted market prices. The quotation, which is published by the main exchange center or that which was deemed to be a public bond by the Treasury Bureau of Center Bank, is included in the fair value of the listed securities instruments and the debt instruments in active markets with open bid. A financial instrument is regarded as the quoted price in an active market if the quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency; and if those prices represent the actual and regularly occurring market transactions on an arm’s length basis. Otherwise, the market is deemed to be inactive. Normally, a market is considered to be inactive when the bid-ask spread is increasing; or the bid-ask spread varies significantly; or there has been a significant decline in trading volume.
-
(b) Except for the above-mentioned financial instruments traded in an active market, the fair value is based on the valuation techniques or the quotation from the counterparty. The fair value refers to the current fair value of the other financial instruments with similar conditions and characteristics, using a discounted cash flow analysis or other valuation techniques, such as calculations of using models, based on the information acquired from the market at the balance sheet date. When the financial instrument of the Group is not traded in an active market, the fair value is determined based on the ratio of the quoted market price of the comparative company, its book value per share and its operating situation. Also, the fair value is discounted for its lack of liquidity in the market.
-
The assets measured by the fair value of the third level of the fair value hierarchy of the Group are used to measure the significant unobservable inputs of fair value.
December 31, 2023:
| Item | Evaluation technology |
Check the input value |
interval | Input value and fair value relationship |
|---|---|---|---|---|
| Financial assets at fair value through other comprehensive income or loss |
Market Approach |
Lack of liquidity discount rate |
18.71%- 21.29 |
The higher the degree of lack of liquidity, the lower the fair value estimate |
December 31, 2022: None.
-
F. There was no transfer between Level 1 and Level 2 for the years ended December 31, 2023 and 2022.
-
218 -
-
G. Changes in Level 3 instruments as for the nine months ended September 30, 2023 and 2022:
| and 2022: | ||
|---|---|---|
| Item Beginning balance Addition Recognized in other comprehensive income Ending balance |
Investment in unquoted financial instruments |
|
| NineMonthsEnded September30 | ||
| 2023 $ - 22,168 5,063 $27,231 |
2022 | |
| $ - - - |
||
| $ - |
-
H. Valuation process for Level 3 fair value measurement:
- Valuation process regarding fair value Level 3 is conducted by the Group’s finance department, by which the independence of fair value of financial instruments is verified though use of independent data source in order to make the valuation results close to market conditions. Such valuation results are regularly reviewed so as to ensure their reasonableness.
-
(4) Transfer of financial assets: None.
-
(5) Offset of financial assets and liabilities: None.
13. SUPPLEMENTARY DISCLOSURES
-
(1) Significant transactions information
-
A. Financings provided: Table 1.
-
B. Endorsement/guarantee provided: Table 2.
-
C. Marketable securities held: Table 3.
-
D. Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital: Table 4.
-
E. Acquisition of individual real estate properties at costs of at least NT$300 million or 20% of the paid-in capital: None.
-
F. Disposal of individual real estate properties at prices of at least NT$300 million or 20% of the paid-in capital: None.
-
G. Total purchases from or sales to related parties of at least NT$100 million or 20% of the paid-in capital: Table 5.
-
H. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: Table 6.
-
I. Information about the derivative financial instruments transaction: None.
-
J. The business relationship between the parent and the subsidiaries and significant transactions between them: Table 7.
-
(2) Information on investees (before consolidated elimination): Table 8.
-
(3) Information on investments in Mainland China (before consolidated elimination): Table 9.
-
(4) Information on major shareholders (including name of the shareholders with shareholding above 5%, shares held and shareholding ratio): Table 10.
-
219 -
Table 1
SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD. AND SUBSIDIARIES
LOANS PROVIDED TO OTHER PARTIES
DECEMBER 31, 2023
| (Amounts in Thousands of New Taiwan Dollars and Foreign Currencies) | (Amounts in Thousands of New Taiwan Dollars and Foreign Currencies) | (Amounts in Thousands of New Taiwan Dollars and Foreign Currencies) | (Amounts in Thousands of New Taiwan Dollars and Foreign Currencies) | (Amounts in Thousands of New Taiwan Dollars and Foreign Currencies) | (Amounts in Thousands of New Taiwan Dollars and Foreign Currencies) | (Amounts in Thousands of New Taiwan Dollars and Foreign Currencies) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. | Financing Company |
Counter-party | Financial Statement Account |
Related Party |
Maximum Balance for the Period |
Ending Balance (Note 4) |
Amount Actually Drawn |
Interest Rate |
Nature for Financing (Note 3) |
Transaction Amounts |
Reason for Financing |
Allowance for Bad Debt |
Collateral |
Financing Limits for Each Borrowing Company (Note 1) |
Financing Company’s Total Financing Amount Limits (Note 2) |
|
| Item | Value | |||||||||||||||
| 1 | Sunon Electronic (Kunshan) Co.,Ltd. |
Suzhou Shengyixing Heat Transfer Technology Co., Ltd. |
Other receivables - related parties |
Yes | 13,006 (RMB3,000) |
- |
- |
- |
2 |
- | Operating capital |
- | - |
- |
185,645 |
371,290 |
Note 1: Financing limits for each borrowing company:
- (1) For trading partner:
Shall not be higher than the purchase or sales amount of the most recent year.
- (2) For short-term financing:
Shall not exceed 10% of the Company’s net worth.
Note 2: The maximum balance of financing activitives:
- (1) For trading partner
:
Shall not exceed 20% of the Company’s net worth
- (2) For short-term financing:
Shall not exceed 20% of the Company’s net worth
- (3) The policy for loans granted mutually between overseas subsidiaries of which the Company directly or indirectly holds 100% of their voting shares is as follows:
。 The maximum amount for total loan for individual enterprise shall not exceed 50% of its net worth.
Note 3: The code represents the nature of financing activities as follows:
-
(1) Related to trading partner is “1”.
-
(2) Short-term financing is “2”.
Note 4: The maximum amount was approved by the Board of Directors’ meeting.
- 220 -
Table 2
SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD. AND SUBSIDIARIES
ENDORSEMENTS/GUARANTEES PROVIDED
DECEMBER 31, 2023
(Amounts in Thousands of New Taiwan Dollars and Foreign Currencies)
| No. (Note 1) |
Endorser | Endorsee | Endorsee | Endorsement Limit for a Single Entity (Note 3) |
Highest Balance During the Period |
Ending Balance |
Actual Amount Drawn |
Balance Secured by Collaterals |
Ratio of Accumulated Amount to Net Worth of the Company |
Maximum Amount of Endorsement (Note 4) |
Provision of Endorsements by Parent Company to Subsidiary |
Provision of Endorsements by Subsidiary to Parent Company |
Provision of Endorsements to the Party in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company Name |
Relationship (Note 2) |
||||||||||||
| 0 | Sunonwealth Electric Machine Industry Co., Ltd. |
Sunon Electronic (Kunshan) Co., Ltd. |
2 | 2,165,618 | NTD 270,934 (USD 6,000; RMB 20,000) |
NTD 270,934 (USD 6,000; RMB 20,000) |
- |
- | 3.75% | 3,609,364 |
Y |
N | Y |
| 0 | Sunonwealth Electric Machine Industry Co., Ltd. |
Sunon Electronic (Bei Hai) Co., Ltd. |
2 | 2,165,618 | NTD 652,041 (USD 17,000; RMB 30,000) |
NTD 652,041 (USD 17,000; RMB 30,000) |
NTD 63,077 (RMB 14,550) |
- |
9.03% | 3,609,364 |
Y |
N | Y |
| 0 | Sunonwealth Electric Machine Industry Co., Ltd. |
Bei hai Li Zhun Electronic Co., Ltd. |
2 | 2,165,618 | NTD 86,704 (RMB 20,000) |
NTD 86,704 (RMB 20,000) |
- |
- | 1.20% | 3,609,364 |
Y |
N | Y |
1 |
Sunon Electronic (Bei Hai) Co.,Ltd. |
Bei hai Li Zhun Electronic Co.,Ltd. |
1 | 178,504 | NTD 43,352 (RMB 10,000) |
NTD 43,352 (RMB 10,000) |
- |
- | 4.86% | 446,259 |
N |
N | Y |
| 2 | Sunon Electronic (Kunshan) Co.,Ltd. |
Sunon Electronic (Bei Hai) Co.,Ltd. |
1 | 371,291 | NTD 216,760 (RMB 50,000) |
NTD 216,760 (RMB 50,000) |
NTD 43,352 (RMB 10,000) |
- |
11.68% | 928,227 |
N |
N | Y |
| 2 | Sunon Electronic (Kunshan) Co.,Ltd. |
Bei hai Li Zhun Electronic Co.,Ltd. |
1 | 371,291 | NTD 130,056 (RMB 30,000) |
NTD 130,056 (RMB 30,000) |
NTD 78,034 (RMB 18,000) |
- |
7.01% | 928,227 |
N |
N | Y |
- 221 -
Note 1: The description of the number column is as follows:
-
(1) The issuer is represented in 0.
-
(2) The investee company is numbered sequentially from Arabic numeral 1.
Note 2: The following code represents the relationship with the Company :
-
Trading partner.
-
Majority owned subsidiary
-
The Company direct and indirect owns over 50% ownership of the investee company.
-
A subsidiary jointly owned over 90% by the Company.
-
Guaranteed by the Company according to the construction contract.
-
An investee company. The guarantees were provided based on the Company's proportionate share in the investee company.
-
Joint and several guaranteed by the Company according to the pre-construction contract under Consumer protection Act.
Note 3: Endorsements/guarantees provided by the Company to a single enterprise and a single foreign affiliate shall not exceed 20% and 30% of the Company’s net worth, respectively.
Note 4: The maximum amount of the endorsements/guarantees provided by the Company shall not exceed 50% of the Company’s net worth. Note 5: Sunonwealth Electric Machine Industry Co., Ltd. endorsed Sunon Electronic (Kunshan) Co., Ltd. and Bei hai Li Zhun Electronic Co., Ltd. to guarantee a shared quota of NTD86,704 thousand (RMB20,000 thousand).
- 222 -
Table 3
SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD. AND SUBSIDIARIES
MARKETABLE SECURITIES HELD
DECEMBER 31, 2023
| (Amounts in Thousands of New Taiwan Dollars) | (Amounts in Thousands of New Taiwan Dollars) | (Amounts in Thousands of New Taiwan Dollars) | (Amounts in Thousands of New Taiwan Dollars) | |||||
|---|---|---|---|---|---|---|---|---|
| Investor | Type and Name of Securities | Relationship with the Issuer | General Ledger Account |
Endingbalance | Remarks | |||
| Number of Shares (in thousands) |
Carrying Value |
Percentage of Ownership |
Fair Value | |||||
| Sunon wealth Electric Machine Industry Co., Ltd. |
Stock–TECHNOLOGY ON PROTOTYPING ULTIMATE CO., LTD. |
None | Financial assets at fair value through other comprehensive income or loss |
870 | 24,675 | 15.7% |
24,675 | |
| Sunon Electronic (Kunshan) Co., Ltd. |
Stock–ACP HEAT TRANSFER TECH WUXI CO LTD |
None | Financial assets at fair value through other comprehensive income or loss |
- |
2,556 | 10.0% |
2,556 |
- 223 -
Table 4
SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD. AND SUBSIDIARIES
MARKETABLE SECURITIES ACQUIRED AND DISPOSED OF AT COSTS OR PRICES OF AT LEAST NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL
DECEMBER 31, 2023
| NT$300 | MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2023 |
MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2023 |
MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2023 |
MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2023 |
MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2023 |
MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2023 |
MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2023 |
MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2023 |
MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2023 |
MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2023 |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts in Thousands of New Taiwan Dollars and Foreign Currencies) | ||||||||||||||
| Company Name |
Marketable Securities Type and Name |
Financial Statement Account |
Counter-party | Relationship with the Investor |
BeginningBalance | Addition(Note) | Disposal | EndingBalance | ||||||
| Shares | Amount |
Shares | Amount |
Shares | Selling Price |
Carrying Value |
Gain (loss) on Disposal |
Shares | Amount |
|||||
| Sunon Electronic (Bei Hai) Co., Ltd. |
AMHQLXTT | Financial assets at fair value through profit or loss |
Bank of China | None |
- | 176,426 (RMB 40,011) |
- |
115,578 (RMB 25,989) |
- |
293,114 (RMB 66,251) |
292,004 (RMB 66,000) |
1,110 (RMB 251) |
- |
- |
| Bei Hai Li Zhan Electronics Co., Ltd. |
AMHQLXTT | Financial assets at fair value through profit or loss |
Bank of China | None |
- | 35,401 (RMB 8,029) |
- |
539,758 (RMB121,971) |
- |
575,854 (RMB130,157) |
575,159 (RMB130,000) |
695 (RMB 157) |
- |
- |
(Note): Including current purchase of $654,797 thousand, net profit of financial assets at fair value through profit or loss of ($177) thousand and the exchange rate impact of $716 thousand.
- 224 -
Table 5
SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD. AND SUBSIDIARIES
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES OF AT LEAST
NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL
DECEMBER 31, 2023
(Amounts in Thousands of New Taiwan Dollars)
| Company Name Related Party |
Company Name Related Party |
Nature of Relationships |
Transaction Details | Transaction Details | Transaction Details | Abnormal Transaction | Abnormal Transaction | (Notes/Accounts Payable) Or Receivable |
(Notes/Accounts Payable) Or Receivable |
Remarks |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ Sales |
Amount | % to Total |
Payment Terms | Unit Price | Payment Terms |
Ending Balance |
% to Total |
||||
| Sunonwealth Electric Machine Industry Co., Ltd. |
Sunon Electronic (Bei Hai)Co.,Ltd. |
Subsidiary | Sales | 698,603 | 7.25% |
3 to 4 months | - | - | 563,465 | 21.02% |
|
| Sunon SAS | Subsidiary | Sales | 342,258 | 3.55% |
2 to 3 months | - | - | 158,128 | 5.90% |
||
| Sunon INC | Subsidiary | Sales | 272,608 | 2.83% |
2 to 3 months | - | - | 48,127 | 1.80% |
||
| Sunon Electronic (Kunshan) Co.,Ltd. |
Sunonwealth Electric Machine Industry Co., Ltd. |
Parent | Sales | 2,147,292 | 43.04% |
2 to 3 months | - | - | 504,101 | 36.15% |
|
| Sunon Electronics (Bei Hai) Co.,Ltd. |
Sunonwealth Electric Machine Industry Co., Ltd. |
Parent | Sales | 4,792,890 | 98.75% |
2 to 3 months | - | - | 1,124,448 | 98.49% |
|
| Beihai Li Zhun Electronics Co., Ltd. |
Sunon Electronic (Kunshan) Co., Ltd. |
The ultimate parent company |
Sales | 691,047 | 43.55% |
2 to 3 months | - | - | 268,192 | 55.34% |
|
| SUNON ELECTRONICS PHILIPPINES CORP. |
Sunonwealth Electric Machine Industry Co., Ltd. |
Parent | Sales | 110,762 | 100.00% |
2 to 3 months | - | - | 29,774 | 100.00% |
Note : The above-mentioned parent-subsidiary transactions have been eliminated.
- 225 -
Table 6
SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD. AND SUBSIDIARIES
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL
DECEMBER 31, 2023
| (Amounts in Thousands of New Taiwan Dollar and Foreign Currencies) | (Amounts in Thousands of New Taiwan Dollar and Foreign Currencies) | (Amounts in Thousands of New Taiwan Dollar and Foreign Currencies) | (Amounts in Thousands of New Taiwan Dollar and Foreign Currencies) | (Amounts in Thousands of New Taiwan Dollar and Foreign Currencies) | ||||
|---|---|---|---|---|---|---|---|---|
| Company Name | Related Party | Nature of Relationships |
Ending Balance | Turnover | Overdue | Amounts Received in Subsequent Period (Note1) |
Allowance for Bad Debts |
|
| Amount | Action Taken | |||||||
| Sunonwealth Electric Machine Industry Co., Ltd. |
SUNON SAS |
Subsidiary | 158,128 | 1.71 | - | - | NTD 89,680 | - |
| Sunson Electronic (Bei Hai) Co., Ltd. |
Subsidiary |
563,465 | 2.63 | - | - | NTD 243,918 | - | |
| Sunon Electronic (Kunshan) Co., Ltd. |
Sunonwealth Electric Machine Industry Co., Ltd. |
Parent |
NTD 504,101 (RMB 116,281) |
3.45 | - | - | NTD 344,812 (RMB 79,538) |
- |
| Sunon Electronic (Bei Hai) Co., Ltd. |
Sunonwealth Electric Machine Industry Co., Ltd. |
Parent |
NTD 1,124,448 (RMB 259,376) |
5.98 | - | - | NTD 746,237 (RMB 172,134) |
- |
| Beihai Li Zhun Electronics Co., Ltd. |
Sunon Electronic (Kunshan) Co., Ltd. |
The ultimate parent company |
NTD 268,192 (RMB 61,864) |
2.96 | - | - | NTD 130,071 (RMB 30,003) |
- |
Note 1: Amounts collected as of March 7, 2024.
Note 2: The above-mentioned parent-subsidiary transactions have been eliminated.
- 226 -
Table 7
SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD. AND SUBSIDIARIES
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONS
DECEMBER 31, 2023
(Amounts in Thousands of New Taiwan Dollars)
| No. (Note 1) |
Company Name | Counterparty | Nature of Relationship (Note 2) |
Intercompany Transactions | Intercompany Transactions | ||
|---|---|---|---|---|---|---|---|
| Account | Amount | Terms (Note 4) |
Percentage of Consolidated Net Revenue or Total Assets(Note3) |
||||
| 0 | Sunonwealth Electric Machine Industry Co., Ltd. |
Sunon SAS | 1 | Sales revenues Accounts receivable |
342,258 158,128 |
(Note 4) | 2.65% 1.25% |
| Sunon INC | 1 | Sales revenues | 272,608 | (Note 4) | 2.11% | ||
| Sunon Electronic (Bei Hai) Co., Ltd. | 1 | Sales revenues Accounts receivable |
698,608 563,465 |
(Note 4) | 5.41% 4.47% |
||
| Sunon Electronic (Kunshan) Co., Ltd. | 1 |
Sales revenues | 50,229 | (Note 4) | 0.39% | ||
| Sunon Electronic (Kunshan) Co., Ltd | 1 | Other income | 59,561 | (Note 4) | 0.46% | ||
| 1 | Sunon Electronic (Kunshan) Co., Ltd. |
Sunonwealth Electric Machine Industry Co., Ltd. |
2 | Sales revenues Accounts receivable |
2,147,292 504,101 |
(Note 4) | 16.63% 4.00% |
| 2 | Sunon Electronic (Bei Hai) Co., Ltd. |
Sunonwealth Electric Machine Industry Co., Ltd. |
2 | Sales revenues Accounts receivable |
4,792,890 1,124,448 |
(Note 4) | 37.11% 8.91% |
| 3 | Bei hai Li Zhun Electronic Co., Ltd. |
Sunon Electronic (Kunshan) Co., Ltd. | 3 | Sales revenues Accounts receivable |
691,047 268,192 |
(Note 4) | 5.35% 2.13% |
| SUNON ELECTRONICS PHILIPPINES CORP. |
3 | Sales revenues | 65,269 | (Note 4) | 0.51% |
- 227 -
| No. (Note 1) |
Company Name | Counterparty | Nature of Relationship (Note 2) |
Intercompany Transactions | Intercompany Transactions | ||
|---|---|---|---|---|---|---|---|
| Account | Amount | Terms (Note 4) |
Percentage of Consolidated Net Revenue or Total Assets(Note 3) |
||||
| 4 | SUNON ELECTRONICS PHILIPPINES CORP.. |
Sunonwealth Electric Machine Industry Co., Ltd. |
2 | Sales revenues | 110,762 | (Note 4) | 0.86% |
| 5 | SUNON SAS | Sunonwealth Electric Machine IndustryCo.,Ltd. |
2 | Other income | 73,431 | (Note 4) | 0.57% |
Note 1: The description of the number column is as follows:
-
(1) The issuer is represented in 0.
-
。 -
(2) The investee company is numbered sequentially from Arabic numeral 1.
Note 2: There are three types of relationships with traders. The type of mark is as follows:
-
(1) No. 1 represents the transactions from parent company to subsidiary.
-
(2) No. 2 represents the transactions from subsidiary to parent company.
-
(3) No. 3 represents the transactions between subsidiaries.
Note 3: The ratio of transaction amount to consolidated revenues or total assets is calculated as follows:
-
(1) asset/liability items: ending balance to total assets;
-
(2) profit and loss items: accumulated amount to consolidated revenues.
Note 4: The prices and terms to related parties were not significantly different from transactions with third parties, except for particular transactions with no similar transactions to compare with. For these transactions, the prices and terms were determined in accordance with mutual agreements. Note 5: The above-mentioned parent-subsidiary transactions have been eliminated.
- 228 -
Table 8
SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD. AND SUBSIDIARIES
NAMES, LOCATIONS AND OTHER INFORMATION OF INVESTEE COMPANIES (EXCLUDING INVESTEE IN MAINLAND)
DECEMBER 31, 2023
| DECEMBER 31, 2023 | DECEMBER 31, 2023 | DECEMBER 31, 2023 | DECEMBER 31, 2023 | DECEMBER 31, 2023 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts in Thousands of New | Taiwan Dollars | and Foreign Currencies) | |||||||||
| Investor Company |
Investee Company | Location | Main Businesses and Products |
Original Investment Amount | Balance a | s of December 31,2023 | Net Income (Loss) of the Investee |
Share of Profit/Loss of Investee |
Remark | ||
| As of December 31, 2023 |
As of December 31, 2022 |
Shares (In Thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| Sunonwealth Electric Machine Industry Co., Ltd. |
Successful Century Co., Ltd. |
British Virgin Islands |
Investments | 1,136,933 | 1,136,933 |
33,880 |
100.00% | 1,777,566 |
439,855 | 437,653 | - |
| BVI Sunon International Limited |
British Virgin Islands |
Investments | 592,197 | 654,017 |
- |
100.00% | 1,138,249 |
518,557 | 505,875 | - | |
| Sunon INC | USA | Manufacturing and sales of fans |
49,140 | 49,140 |
150 |
100.00% | 203,066 |
47,468 | 43,272 | - | |
| Sunon SAS | France | Manufacturing and sales of fans |
16,127 | 16,127 |
50 |
100.00% | 78,976 |
15,000 | 13,094 | - | |
| Sunonwealth Electric Machine Ind.(H.K.) Ltd. |
Hong Kong | Manufacturing and sales of fans |
3,428 | 3,428 |
800 |
99.99% | 1,861 |
(38) | (38) | - | |
| Sunon Corporation | Japan | Manufacturing and sales of fans |
4,470 | 4,470 |
4 |
100.00% | 1,651 |
(65) | (65) | - | |
| Sunon Electronics India Private Limited |
India | Manufacturing and sales of fans |
4,880 | 4,880 |
1,100 |
99.99% | 4,306 |
516 | 516 | - | |
| Sunon Electronics Philippines Corp. |
Philippines | Manufacturing and sales of fans |
325,108 | 139,338 |
5,773 |
99.99% | 210,577 |
(67,546) | (67,546) | - | |
| Sunon Properties Philippines Corp. |
Philippines | Real estate development and investment |
461,445 | 430,000 |
7,630 |
99.99% | 397,493 |
(7,272) | (7,272) | - | |
| Total | 3,813,745 | 946,475 | 925,489 |
- 229 -
| Investor Company |
Investee Company | Location | Main Businesses and Products |
Original Investment Amount | Original Investment Amount | Balance | as of December 31,2023 | as of December 31,2023 | Net Income (Loss) of the Investee |
Share of Profit/Loss of Investee |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|
| As of December 31, 2023 |
As of December 31, 2022 |
Shares (In Thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| Successful Century Co., Ltd. |
Sunon Electronic (Kunshan) Co., Ltd. |
China | Manufacturing and selling of fans |
USD 34,431 |
USD 34,431 |
- |
100.00% | USD 60,461 | USD 14,109 |
USD 14,109 |
- |
| Sunon Electronic (Kunshan) Co., Ltd. |
Suzhou Shengyixing Heat Transfer TechnologyCo.,Ltd. |
China | Manufacturing and selling of coolingequipment |
RMB 6,188 |
RMB 3,000 |
- |
49.00% | RMB 4,837 |
RMB 1,805 |
RMB 334 |
- |
| Beihai Li Zhun Electronics Co.,Ltd. |
China | Manufacturing and sellingof fans |
RMB 20,000 |
RMB 20,000 |
- |
33.33% | RMB 40,628 | RMB 54,062 |
RMB 18,021 |
- |
|
| BVI Sunon International Limited |
Sunon Electronic (Foshan)Co.,Ltd. |
China | General investment and trade |
RMB 20,298 | RMB 35,911 |
- |
100.00% | RMB 84,891 | RMB 35,649 |
RMB 35,649 |
- |
| Sunon Electronic (Bei Hai) Co., Ltd. |
China | Manufacturing and selling of new type electronic parts |
RMB 63,732 |
RMB 63,732 |
- |
100.00% | RMB 205,877 | RMB 81,598 |
RMB 81,598 |
- |
|
| Sunon Electronic (Foshan) Co., Ltd. |
Beihai Li Zhun Electronics Co., Ltd. |
China | Manufacturing and selling of fans |
RMB 40,000 |
RMB 40,000 |
- |
66.67% | RMB 81,256 | RMB 54,062 |
RMB 36,041 |
- |
| Sunon SAS | Sunon Deutschland GmbH |
Germany | Sales of fans | EUR 25 | EUR 25 |
- |
100.00% | EUR 95 |
EUR 79 |
EUR 79 |
- |
Note:The above-mentioned parent-subsidiary transactions have been eliminated.
- 230 -
Table 9
SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD. AND SUBSIDIARIES
INFORMATION ON INVESTMENT IN MAINLAND CHINA
DECEMBER 31, 2023
(1) Mainland Investment Information:
(Amounts in Thousands of New Taiwan Dollars and Foreign Currencies)
| Investee Company | Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment (Note 1) |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of the Investee Company |
Percentage of Ownership |
Share of Profit/Loss (Note 2) |
Carrying Amount as of December 31, 2023 |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| Sunon Electronic (Kunshan) Co., Ltd. |
Manufacturing and selling of fans |
NTD 1,148,456 (USD 34,431) (Note 6) |
(2) |
NTD 1,136,673 (USD 33,880) |
- |
- | NTD 1,136,673 (USD 33,880) |
NTD 439,890 (USD 14,109) |
100% |
NTD 439,890 (USD 14,109) (2).B |
NTD 1,856,455 (USD 60,461) |
NTD 758,091 (USD 25,740) |
| Sunon Electronic (Foshan) Co., Ltd. |
General investment and trade |
NTD 84,089 (USD 2,600) (Note 7) |
(2) |
NTD 298,898 (USD 9,180) |
- |
NTD 61,820 (USD 2,000) |
NTD 237,078 (USD 7,180) |
NTD 157,723 (RMB 35,649) |
100% |
NTD 157,723 (RMB 35,649) (2).B |
NTD 368,018 (RMB 84,891) |
NTD 751,056 (USD 25,095) |
| Sunon Electronic (Bei Hai) Co., Ltd. |
Manufacturing and selling of new type electronic parts |
NTD 293,115 (USD 10,000) |
(2) |
NTD 293,115 (USD 10,000) |
- |
- | NTD 293,115 (USD 10,000) |
NTD 361,012 (RMB 81,598) |
100% |
NTD 361,012 (RMB 81,598) (2).B |
NTD 892,518 (RMB 205,877) |
NTD 1,052,650 (USD 34,825) |
| Suzhou Shengyixing Heat Transfer Technology Co., Ltd. |
Manufacturing and selling of cooling equipment |
NTD 51,983 (RMB 12,000) |
(3) |
- (Note 5) |
- | - | - (Note 5) |
NTD 7,986 (RMB 1,805) |
49% |
NTD 1,476 (RMB 334) (2).A |
NTD 20,968 (RMB 4,837) |
- |
| Beihai Li Zhun Electronics Co., Ltd. |
Manufacturing and selling of fans |
NTD 265,311 (RMB 60,000) |
(3) |
- (Note 8) |
- | - | - (Note 8) |
NTD 239,188 (RMB 54,062) |
100% |
NTD 239,188 (RMB 54,062) (2).B |
NTD 528,389 (RMB 121,884) |
- |
| Accumulated Investment in Mainland China as of December 31, 2022 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment | ||||||||||
| NTD 1,136,673 (USD 33,880) NTD 237,078 (USD 7,180) NTD 293,115(USD 10,000) |
USD 34,000 USD 8,000 USD 10,000 |
(Note 4) |
- 231 -
Note : Gain and loss on investment are translated using average exchange rates for the year ended December 31, 2023 (USD:NTD 1:31.177; CYN:NTD
- 1:4.4243). Additions and ending balance are translated using the exchange rates as at December 31, 2023 (USD:NTD 1:30.705; CYN:NTD 1:4.3352)
Note 1: The investment methods are divided into the following three types:
-
(1) Investing directly to the Mainland China;
-
(2) Reinvesting in the Mainland China through third-region companies (please refer to Table 8);
-
(3) Others.
Note 2: In the current period, the investment profit and loss column is recognized:
-
(1) If during incorporation with no investment income or loss, it should be indicated;
-
(2) The basis for recognition of investment gains and losses divided into the following three types, which should be indicated:
-
A. Audited financial statements by international accounting firms with cooperation relationship with accounting firms in the Republic of China.
-
B. Audited financial statements by parent company’s auditors.
-
C. Others.
Note 3: The relevant figures in this form should be listed in New Taiwan Dollars.
-
(2)The Company’s major transactions during year 2023 directly or indirectly through the third place and the mainland invested company are listed as follows:
-
Loans provided with mainland investment company: refer to Table 1 attached in Note 13.
-
Endorsements / guarantees with mainland investment company: refer to Table 2 attached in Note 13.
-
Significant transactions with mainland investment company: refer to Table 5 and Table 6 attached in Note 13.
Note 4: Enterprises approved by the Ministry of Economic Affairs as the operational headquarters are not subject to the amount or proportion.
Note 5: It is invested by Sunon Electronic (Kunshan) Co., Ltd.
Note 6: The Board of Directors of Sunon Electronic (Kunshan) Co., Ltd., resolved on March 15, 2021 to increase capital out of retained earnings for USD 431 thousand, and completed registration on March
-
25, 2021.
-
Note 7: The Board’s of directors of Sunon Electronic (Foshan) Co., Ltd. approved in January 2021 to reduce capital by cash return for USD 13,660 thousand. Issued capital after capital reduction was USD
-
10,000 thousand. Company registration was completed. The Board of directors of Sunon Electronic (Foshan) Co., Ltd. approved in March 9, 2022 to reduce capital to offset accumulated deficits for USD 5,400 thousand. Issued capital after capital reduction was USD 4,600 thousand. Company registration was completed. The Board’s of directors of Sunon Electronic (Foshan) Co.,LTD. Approved in June 2023 to reduce capital by cash return for USD 2,000 thousand. Issued capital after redaction was USD 2,600 thousand.Company registration was completed.
Note 8: It is invested by Sunon Electronic (Foshan) Co., Ltd. and Sunon Electronic (Kunshan) Co., Ltd.
Note 9: The above-mentioned parent-subsidiary transactions have been eliminated.
- 232 -
Table 10
SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD. AND SUBSIDIARIES
INFORMATION ON MAJOR SHAREHOLDERS
DECEMBER 31, 2023
| (Unit: share) | (Unit: share) | |
|---|---|---|
| Shares Name of Major Shareholder |
Number of Shares | Percentage of Ownership (%) |
| Yo Yuan Investment Corporation | 14,825,000 | 5.42% |
| Fu-Ing Hong Chen | 14,725,000 | 5.38% |
Note: The information of major shareholders is based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (included treasury shares) by the Company as of December 31, 2023. The share capital in consolidated financial report may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.
- 233 -
14.SEGMENT INFORMATION
(1) General information
For management purpose, the Group’s reportable segments are listed as follows:
-
A. Great China: Mainly engaging business in Taiwan and China.
-
B. Europe and North America: Mainly engaging business in America and Europe.
-
C. Other: Other areas.
-
(2) Measurement basis
-
The Group uses profit before income tax as the measurement for segment profit and the basis of performance assessment. There was no material inconsistency between the accounting policies of the operating segment and the accounting policies described in Note 4.
(3) Segment financial information
(In thousands)
| Year 2023 Sales from external customers Sales among inter-segment Total sales Operating profit (loss) Segment assets Segment liabilities |
GreatChina $11,794,024 9,276,800 $21,070,824 $2,710,905 $ - $ - |
Europe and North America $1,120,661 64 $1,120,725 $82,183 $ - $ - |
Other Areas $ - 110,762 $110,762 ($74,259) $ - $ - |
Elimination $ - (9,387,626) ($9,387,626) ($967,241) $ - $ - |
Total |
|---|---|---|---|---|---|
| $12,914,685 - |
|||||
| $12,914,685 | |||||
| $1,751,588 | |||||
| $12,614,731 | |||||
| $5,396,003 |
- a. Total reporting segment sales should eliminate inter-segment sales of $9,387,626 thousand.
b. Income tax expense of $417,654 thousand is not included in segment profit (loss).
(In thousands)
| Year 2022 Sales from external customers Sales among inter-segment Total sales Operating profit (loss) Segment assets Segment liabilities |
GreatChina $12,630,295 12,277,228 $24,907,523 $2,104,304 $ - $ - |
Europe and North America $1,433,013 273 $1,433,286 $103,512 $ - $ - |
Other Areas $ - 1,979 $1,979 ($39,985) $ - $ - |
Elimination $ - (12,279,480) ($12,279,480) ($741,954) $ - $ - |
Total |
|---|---|---|---|---|---|
| $14,063,308 - |
|||||
| $14,063,308 | |||||
| $1,425,877 | |||||
| $12,191,969 | |||||
| $6,989,492 |
- a. Total reporting segment sales should eliminate inter-segment sales of $12,279,480 thousand.
b. Income tax expense of $336,782 thousand is excluded in segment profit (loss).
-
234 -
-
(4) Production and service information: No disclosure required for only single industry in the Group.
-
(5) Geographic information:
| the Group. Geographic information: |
||
|---|---|---|
| Item Asia Europe America Others Total |
Year ended December 31 | |
| 2023 | 2022 | |
| $9,156,869 2,561,826 1,049,019 146,971 |
$9,821,786 2,893,112 1,191,922 156,488 |
|
| $12,914,685 | $14,063,308 |
-
(6) Major customers: No revenue from any individual customer exceeds 10% of the Group’s total revenues. Therefore, the disclosure is not required.
-
235 -
V. Parent company only financial statements of the most recent year audited by the CPA
-
236 -
-
237 -
-
238 -
-
239 -
-
240 -
-
241 -
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 |
- 242 -
| 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.
- 243 -
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.
- 244 -
(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.
- 245 -
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) |
- 246 -
| 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.
- 247 -
SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD. NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars, Except Stated Otherwise)
1. GENERAL INFORMATION
Sunonwealth Electric Machine Industry Co., Ltd. (collectively as the “Company”) was incorporated in October 1980. The Company engages mainly in the manufacturing and selling of AC/DC brushless fans, electric fans, motors and related components, and micro cooling fans.
The parent company only financial statements are presented in the Company’s functional currency, New Taiwan Dollars.
2. THE AUTHORIZATION OF THE PARENT COMPANY ONLY FINANCIAL STATEMENTS
The parent company only financial statements were approved and authorized for issue by the Board of Directors on March 7, 2024.
3. APPLICATION OF NEW AND AMENDED STANDARDS AND INTERPRETATIONS
- (1) Effect of adoption of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, the “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC)
New standards, interpretations and amendments endorsed by the FSC and effective from 2023 are as follows:
Effective Date Announced New IFRSs by IASB Amendments to IAS 1 “Disclosure of Accounting Policies” January 1, 2023 (Note 1) Amendments to IAS 8 “Definition of Accounting January 1, 2023 (Note 2) Estimates” Amendment to IAS 12 “Deferred Tax Related to Assets January 1, 2023 (Note 3) and Liabilities Arising from a Single Transaction” “ - Amendments to IAS 12 International Tax Reform (Note 4) Pillar Two Model Rules”
-
Note 1: The amendments will be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
-
Note 2: The amendments are applicable to changes in accounting estimates and changes in accounting policies that occur on or after the beginning of the annual reporting period beginning on or after January 1, 2023.
-
248 -
-
Note 3: Except for otherwise specified with for temporary differences associated with leases and decommissioning obligations, the amendments will be applied prospectively to transactions that occur on or after January 1, 2022.
-
Note 4: As a temporary exception under IAS 12, the company shall not recognize deferred income tax assets and liabilities related to Pillar Two income tax, nor shall it disclose their related information. However, the company shall disclose in its financial report that it has already applied this exception. The company shall apply this part of the amendment retrospectively in accordance with IAS 8 since its issuance date (i.e. May 23, 2023). The company shall apply the remaining disclosure requirements for the annual reporting periods beginning on or after January 1, 2023 and needs not to disclose such information in its interim reports with a reporting dates ending before or on December 31, 2023.
-
A. Amendments to IAS 1 “Disclosure of Accounting Policies” This amendment clarifies that when the size or nature of a transaction, other event or condition is material, and the related accounting policy information is also material to the financial report, the related material accounting policy information shall be disclosed. Conversely, if the company determines that the size or nature of a transaction, other event or condition is not material, or that the size or nature of a transaction is material but the related accounting policy information is not material, it does not need to disclose those immaterial accounting policy information. However, the company’s conclusion that accounting policy information is immaterial does not affect the relevant disclosures required by other IFRS standards.
-
B. Amendments to IAS 8 “Definition of Accounting Estimates”
-
This amendment defines accounting estimates as the monetary amount of financial statements subject to measurement uncertainty, and provides further explanations that, except for corrections due to errors in the previous period, the impact of changes in input values or measurement techniques on accounting estimates is a change in accounting estimates.
-
C. Amendment to IAS 12 “Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction”
-
The amendments narrow the scope of the recognition exemption in paragraphs 15 and 24 of IAS 12 so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. When the Company initially applies the amendments, it will recognize the cumulative effect of applying the amendments initially as an adjustment to the opening balance of the retained earnings (or other components of equity, as appropriate) at the beginning of the earliest presented period for all deductible and taxable temporary differences associated with leases and decommissioning, and will prospectively apply the amendments for other transactions occurred on or after January 1, 2022.
-
249 -
As of the date the accompany consolidated financial statements are authorized for issue, the Company is still evaluating the impact on its financial position and financial performance as a result of the initial adoption of the aforementioned standards or interpretations. The related impact will be disclosed when the Company completes the evaluation.
-
“ - ”
-
D. Amendments to IAS 12 International Tax Reform Pillar Two Model Rules The amendments stipulates that, as a temporary exception to IAS 12, Company shall neither recognize nor disclose information about deferred income tax assets and liabilities for Pillar Two income tax relating to international tax reform; however, Company shall disclose in its financial reports that it has applied this exception. In addition, Company shall separately disclose its current income tax expenses (benefits) relating to Pillar Two income tax. If the Pillar Two bill has been enacted or has been substantively enacted but has not yet taken effect, Company should disclose qualitative and quantitative information on its exposure to Pillar Two income tax that is known or can be reasonably estimated.
The Company has evaluated the aforementioned standards and interpretations, and there is no significant effect on the Company’s financial position and performance.
- (2) Effect of new issuances or amendments to IFRSs as endorsed by the FSC but not yet adopted
| adopted | |
|---|---|
| NewIFRSs Amendments to IFRS 16 "Lease liabilities in sale and leaseback" Amendments to IAS 1 “Classification of Liabilities as Current or Noncurrent” Amendments to IAS 1 “Non-current Liabilities with Covenants " Amendments to IAS 7 and IFRS 7“Supplier finance arrangements " |
Effective Date Announced byIASB |
| January 1, 2024 (Note 1) January 1, 2024 January 1, 2024 January 1, 2024(Note 2) |
-
Note 1: The seller-lessee shall apply the amendments retroactively in accordance with IAS 8 for the sale and leaseback transactions made after the initial application of IFRS 16.
-
Note 2: This amendment provides certain transitional reliefs. When initially appling the amendment, Company are not required to disclose comparative information and interim period information, as well as opening information required by paragraph 44H(b)(ii)-(iii).
-
A.Amendments to IFRS 16 "Lease liability in a sale and leaseback"
-
This amendment clarifies that for a sale and leaseback transaction, if the transfer of the asset is treated as a sale in accordance with IFRS 15, the liabilities incurred by the seller and lessee due to the leaseback should be treated in accordance with IFRS 16
-
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regarding lease liabilities; however, if variable lease payments that do not depend on an index or rate are involved, the seller-lessee should still determine and recognize the lease liability arising from such variable payments in a manner that does not recognize gains and losses related to the retained right of use. The difference between the subsequent actual lease payment amount and the reduced carrying amount of the lease liability is recognized in profit or loss.
-
B. Amendments to IAS 1 “Classification of Liabilities as Current or Noncurrent " The amendments clarify that when the Company determines whether a liability is classified as noncurrent, the Company should assess whether the Company has the right to defer the settlement for at least twelve months after the reporting period. If the Company has that right on the end of reporting period, that liability must be classified as non-current regardless whether the Company expects whether to exercise the right or not. If the Company must follow certain conditions to have the right to defer the settlement of a liability, the Company must have followed those conditions on the end of reporting period in order to have that right even if the lender tests the Company’s compliance on a later date.
-
The aforementioned settlement means transferring cash, other economic resources or the Company’s equity instruments to the counter-party to extinguish the liability. If the terms of the liability give the counterparty an option to extinguish the liability by the Company’s equity instruments, and this option is recognized separately in equity in accordance with IAS 32 “Financial Instruments: Presentation” then the classification of the liability will not be affected.
-
C. Amendment to IAS 1 “Non-current Liabilities with Covenants " This amendment further clarifies that only contractual terms that are required to be complied with before the end of the reporting period will affect the classification of the liability at that date. The contractual terms that required to be complied with within 12 months after the reporting period do not affect the classification of liabilities at the reporting date. However, for liabilities classified as non-current and must be repaid within 12 months after the reporting period due to potential non-compliance, the relevant facts and circumstances should be disclosed in the notes.
-
D.Amendments to IAS 7 and IFRS 7 “Supplier finance arrangements " Supplier financing arrangements involve one or more financing providers making payments to suppliers on behalf of Company, and Company agrees to repay the financing providers on the payment date agreed with the suppliers or a later date. The amendments to IAS 7 require Company to disclose information on its supplier financing arrangements to enable users of financial statements to assess the impact of these arrangements on Company's liabilities, cash flows and exposure to liquidity. The amendments to IFRS 7 include into its application guidance that when
-
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disclosing how Company manages the liquidity risk of its financial liabilities, it may also consider whether it has obtained or can obtain financing facilities through supplier financing arrangements, and whether these arrangements may cause concentration of liquidity risk.
The Company has evaluated the aforementioned standards and interpretations, and there is no significant effect to the Company’s financial position and performance
| (3) Effect of the IFRSs issued by IASB but not yet endorsed | and issued into effect by FSC: |
|---|---|
| Effective Date Announced | |
| NewIFRSs | byIASB |
| Amendments to IFRS 10 and IAS 28 “Sale or Contribution | To be determined by IASB |
| of Assets between an Investor and its Associate or Joint | |
| Venture” | |
| IFRS 17 “Insurance Contracts” | January 1, 2023 |
| Amendments to IFRS 17 | January 1, 2023 |
| Amendments to IFRS 17 “Initial application IFRS 17 and | January 1, 2023 |
| IFRS 9– Compare Information” | |
| Amendments to IFRS 21 " Lack of Exchangeability " | January 1, 2025 |
As of the date the accompany consolidated financial statements are authorized for issue, the Company is still evaluating the impact on its financial position and financial performance as a result of the initial adoption of the aforementioned standards or interpretations. The related impact will be disclosed when the Company completes the evaluation.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these parent company only financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
- (1) Compliance statement
The accompanying parent company only financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
(2) Basis of preparation
-
A.Except for the following items, the accompany parent company only financial statements have been prepared under the historical cost convention:
-
a. Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.
-
b. Financial assets at fair value through other comprehensive income or loss.
-
c. Defined benefit liabilities recognized based on the net amount of pension fund assets less present value of defined benefit obligation.
-
252 -
-
B.The preparation of financial statements in compliance with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the parent company only financial statements are disclosed in Note 5.
-
C.When preparing the parent company only financial statements, the Company accounts for subsidiaries and associates by using the equity method. In order to agree with the amount of net income, other comprehensive income and equity attributable to shareholders of the parent in the consolidated financial statements, the differences of the accounting treatment between the parent company only basis and the consolidated basis are adjusted under the heading of investments accounted for using equity method, share of profits of subsidiaries and associates and share of other comprehensive income of subsidiaries and associates in the parent company only financial statements.
-
(3) Foreign currency translation
-
A. Foreign currency transactions and balance
-
a.Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.
-
b.Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognized in profit or loss.
-
c.Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Exchange differences arising on the retranslation of non-monetary items are included in profit or loss for the year except for exchange differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognized directly in other comprehensive income, in which case, the exchange differences are also recognized directly in other comprehensive income. Non-monetary items that are measured in terms of historical cost in foreign currencies are not retranslated.
-
-
B. Translation of foreign operations
-
a.The operating results and financial position of all the Company’s subsidiaries, associates and joint ventures that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
-
(a) Assets and liabilities for each balance sheet presented are translated at the
-
-
253 -
closing exchange rate at the date of that balance sheet;
- (b) Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
- (c) All resulting exchange differences are recognized in other comprehensive income.
- b.When the foreign operation partially disposed of or sold is an associate or a joint venture, exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale. In addition, even when the Company retains partial interest in the former foreign associate or joint venture after losing significant influence over the former foreign associate or joint venture, such transactions should be accounted for as disposal of all interest in these foreign operations.
- c.When the foreign operation partially disposed of or sold is a subsidiary, cumulative exchange differences that were recorded in other comprehensive income are proportionately transferred to the non-controlling interest in this foreign operation. In addition, even when the Company retains partial interest in the former foreign subsidiary after losing control of the former foreign subsidiary, such transactions should be accounted for as disposal of all interest in the foreign operation.
-
(4) Classification of current and non-current items
-
A.Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
-
a. Assets arising from operating activities that are expected to be realized, or intended to be sold or consumed within the normal operating cycle;
-
b. Assets held mainly for trading purposes;
-
c. Assets that are expected to be realized within twelve months from the balance sheet date;
-
d. Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.
-
-
B.Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
-
a. Liabilities that are expected to be paid off within the normal operating cycle;
-
b. Liabilities held mainly for trading purposes;
-
c. Liabilities that are to be paid off within twelve months from the balance sheet date (Even if a long-term refinancing or re-arrangement of payment agreements is completed after the balance sheet date and before the issuance of the financial report is approved, it is classified as current liabilities).
-
d. Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity
-
-
254 -
instruments do not affect its classification.
(5) Cash and cash equivalents
Cash and cash equivalents comprises cash on hand, demand deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value (including the original maturity of the time deposits within three months.)
- (6) Financial instruments
Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are recognized initially at fair value plus or minus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
A. Financial assets
-
a. Category of financial assets
-
Financial assets are recognized on a trade date basis.
-
Financial assets are classified into the following categories: financial assets at FVTPL and financial assets at amortized cost.
-
(a) Financial asset at FVTPL
-
For certain financial assets are classified as at FVTPL when such a financial asset is mandatorily and designated classified. Financial assets mandatorily classified as at FVTPL include investments in equity instruments which are not designated as at FVTOCI and debt instruments that do not meet the amortized cost criteria or the FVTOCI criteria.
-
The Company, at initial recognition, irrevocably designate a financial asset as measured at fair value through profit or loss if doing so eliminates or significantly reduces a measurement or recognition inconsistency (sometimes referred to as an ‘accountingmismatch’) that would otherwise arise from measuring assets or liabilities or recognising the gains and losses on them on different bases.
-
Financial assets at fair value through profit or loss are measured at fair value, dividends generated are recognized in other income, and interest income and gains or losses arising from remeasurement are recognized in other gains and losses. For the determination of fair value, please refer to Note 12.
-
-
(b) Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized cost:
-
i. The financial asset is held within a business model whose objective is to
-
255 -
hold financial assets in order to collect contractual cash flows; and
- ii. The contractual terms of the financial assets give rise on specified date to cash flow that are solely payments of principal and interest on the principal amount outstanding.
Financial assets at amortized cost, which equals to gross carrying amount determined by the effective interest method less any impairment loss. Exchange differences are recognized in profit or loss.
Expect for the following two cases, interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset:
-
i. Purchased or originated credit-impaired financial assets: for those financial assets, the Company applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
-
ii. Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets: for those financial assets, the Company shall apply the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
-
(c) Investments in equity instruments at FVTOCI
-
On initial recognition, the Company may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination. Investments in equity instruments at FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments, instead, they will be transferred to retained earnings.
Dividends on these investments in equity instruments at FVTOCI are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the Company’s right clearly represent a recovery of part of the cost of the investment.
-
b. Impairment of financial assets
-
(a) At the end of each reporting period, a loss allowance for expected credit loss is recognized for financial assets at amortized cost (including accounts receivable), investments in debt instruments that are measured at FVTOCI, lease receivable and contract assets.
-
(b) The Company always recognize lifetime Expected Credit Loss (i.e. ECL) for accounts receivables. For other financial assets, the Company recognize lifetime ECL when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial
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instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equaling to 12-month ECL.
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(c) Expected credit losses reflect the weighted average of credit losses with the respective risks of a default occurring as the weights. 12-month ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date. In contrast, lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.
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(d) The Company recognizes an impairment loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognized in other comprehensive income and does not reduce the carrying amount of the financial asset.
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c. Derecognition of financial assets
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The Company derecognizes a financial asset when one of the following conditions is meet:
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(a) The contractual rights to receive cash flows from the financial asset expire.
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(b) The contractual rights to receive cash flows from the financial asset have been transferred and the Company has transferred substantially all risks and rewards of ownership of the financial asset.
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(c) The Company neither retains nor transfers substantially all risks and rewards of ownership of the financial asset; however, it has not retained control of the financial asset.
On derecognition of financial assets at amortized cost in its entirety, the difference between the financial asset’s carrying amount and the sum of the consideration received is recognized in profit or loss. On derecognition of debt instrument measured at fair value through other comprehensive income, the difference between the financial asset’s carrying amount and the sum of the consideration received and the cumulative gain or loss that had been recognized in other comprehensive income and accumulated in equity is recognized in profit or loss. On derecognition of equity instruments at fair value through other comprehensive income in its entirety, the cumulative profit and loss will be transferred directly to retained earning without reclassified into profit and loss.
B. Equity instruments
The Company classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, and an equity instrument. An equity instrument is
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any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. The transaction costs of an equity transaction are accounted for as a deduction from equity to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided.
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C. Financial liabilities
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a. Subsequent measurement
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Except for the following conditions, all financial liabilities are measured at amortized cost in accordance with the effective interest method:
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(a) Financial liabilities are classified as at fair value through profit or loss when the financial liability is either held for trading or is designated as at fair value through profit or loss. Financial liabilities classified as held for trading are mainly for repurchasing in the short term when they occur, and derivatives other than financial guarantee contracts or designated and effective hedging instruments. Financial assets meet one of the following conditions, the Company designates them as measured at fair value through profit and loss at the time of initial recognition:
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i. It is a mixed (combined) contracts containing at least an embedded derivaties and the host contract is an asset not within the scope of IFRS 9; or
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ii. It can eliminate or significantly reduce measurement or recognition inconsistencies; or
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iii. It is an instrument that manages and evaluates its performance on a fair value basis based on written risk management or investment strategies.
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b. Derecognition of financial liabilities
- The Company derecognizes financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
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D. Modification of Financial Instruments
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When the contractual cash flows of a financial instrument are renegotiated or modified and the renegotiation or modification does not result in the derecognition of that financial instrument, the Company recalculates the gross carrying amount of the financial asset or the amortized cost of the financial liabilities using the original effective interest rate and recognizes a modification gain or loss in profit or loss. Any costs or fees incurred adjust the carrying amount of the modified financial instrument and are amortised over the remaining term of the modified financial instrument. If the renegotiation or modification results in that the derecognition of that financial instrument is required, then the financial instrument is derecognized accordingly.
If the basis for determining the contractual cash flows of a financial asset or financial
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liability changes resulting from interest rate benchmark reform and the change is necessary as a direct consequence of interest rate benchmark reform and the new basis for determining the contractual cash flows is economically equivalent to the previous basis, the Company applies the practical expedient to account for that change as a change in effective interest rate. If changes are made to a financial asset or financial liability in addition to changes to the basis for determining the contractual cash flows required by interest rate benchmark reform, the Company first applies the practical expedient aforementioned to the changes required by interest rate benchmark reform, and then applies the applicable requirements to any additional changes to which that practical expedient does not apply.
- (7) Inventories
Inventories are stated at the lower of cost and net realisable value, accounted for on a perpetual basis. Cost is determined using the weighted average method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (allocated based on normal operating capacity). It excludes borrowing costs. The item by item approach is used in applying the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and costs necessary to make the sale.
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(8) Investments accounted for using the equity method / subsidiaries
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A.Subsidiaries are all entities (including structured entities) controlled by the Company. The Company controls an entity when the Company is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
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B.Unrealized gains or losses resulting from inter-company transactions with subsidiaries are eliminated. Necessary adjustments are made to the accounting policies of subsidiaries, to be consistent with the accounting policies of the Company.
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C.After acquisition of subsidiaries, the Company recognizes proportionately the share of profit and loss and other comprehensive income in the income statement as part of the Company’s profit and loss and other comprehensive income, respectively. When the share of loss from a subsidiary exceeds the carrying amount of Company’s interest in that subsidiary, the Company continues to recognize its share in the subsidiary’s loss proportionately.
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D.As long as the change in shareholding in the subsidiaries does not lead to loss of control, it is to be treated as equity transaction that is to be treated as transactions between the owners. The difference between non-controlling equity adjustment amount and the fair value of payment and receipt is to be recognized as equity.
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E.When the Company loses control of a subsidiary, it recognizes the investment retained
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in the former subsidiary at its fair value at the date when control is lost. The difference between the fair value of the retained investment plus any consideration received and the carrying amount of the previous investment at the date when control is lost is recognized as a gain or loss in profit or loss. Besides, the Company accounts for all amounts previously recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required if the Company had directly disposed of the related assets or liabilities. It should reclassify the amount previously recognized in other comprehensive income to profit or loss. When the Company loses control of a subsidiary, gain or loss previously recognized in equity should be reclassified to profit or loss.
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F. Pursuant to the “Regulations Governing the Preparation of Financial Reports by Securities Issuers,” profit (loss) of the current period and other comprehensive income in the parent company only financial statements shall equal to the amount attributable to owners of the parent in the consolidated financial statements. Owners’ equity in the parent company only financial statements shall equal to equity attributable to owners of the parent in the consolidated financial statements.
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(9) Property, plant and equipment
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A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized. For property, plant and equipment under construction, sample produced from testing whether the asset is functioning properly before its intended use are measured at lower of the costs or net realizable value. Proceeds from selling such an item and the cost of the item are recognized in profit or loss.
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B. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
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C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in accounting estimate under IAS 8, “Accounting Policies, Changes in Accounting Estimates and Errors”, from the date of the change. Service lives estimated as follows:
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Buildings: Main building, 20 to 57 years; Others, 2 to 39 years; Machinery and equipment, 2 to 10 years; Other equipment, 2 to 24 years; Leasehold improvement, 2 to 22 years;
D. An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the assets. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.
- (10)Leases/The Company as a lessee
The Company assesses whether the contract is (or includes) a lease at the date of the contract. For a contract that includes a lease component and one or more additional lease or non-lease components, the Company will allocate the consideration to the lease component base on the individual price of each lease component and the aggregated individual price of the non-lease component.
Except for payments for low-value asset and short-term leases which will be recognized as expenses on a straight-line basis, the Company will recognize right-of-use assets and lease liabilities for all leases at the inception of lease.
Right-of-use asset
The right-of-use asset is initially measured at cost (including the initial measurement amount of the lease liability, the payments less incentives, initial direct costs and the estimated recover cost), the subsequent measurement is based on the cost less accumulated depreciation and accumulated impairment loss, and adjusting the amount of re-measures of lease liabilities.
The right-of-use asset recognized depreciation is using the straight-line basis from the date of the lease until the expiration of the useful life or the expiration of the lease term, the depreciation is provided that the title of the underlying asset will be acquired at the end of the lease period or, if the cost of the right-of-use asset reflects the execution of the purchase option.
Lease liability
The lease liability is initially measured by the present value of the lease payment (including fixed payment, substantive fixed payment, change in lease payment depending on the index or rate, etc.). If the implied interest rate on the lease is easy to determine, the lease payment is discounted using that interest rate. If the interest rate is not easy to determine, the lessee’s increase borrowing rate is used.
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Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. If the lease period, the evaluation of the purchase choice, the amount of expected to be paid under the residual value guarantee or the change in the index or rate used to determine the lease payment result in a change in the future lease payment, the Company will measure the lease liability and adjust the right to use assets relatively. If the carrying amount has been reduced to Zero, the remaining amount will recognize in the profit and loss. Lease liabilities are presented in a single-line project on the parent company only balance sheet.
(11)Investment properties
Investment properties are properties held to earn rentals and/or for capital appreciation (including property under construction for such purposes), also include land held for a currently undetermined future use.
Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation is recognized using the straight-line method.
Investment properties in the course of construction are stated at cost less accumulated impairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Depreciation of these assets commences when the assets are ready for their intended use.
On derecognition of an investment property, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
(12)Intangible assets
Intangible assets with finite useful lives that are acquired separately are measured at cost less accumulated amortization and accumulated impairment loss. Amortization is recognized on a straight-line basis over the following estimated lives: computer software - 2 to 15 years; trademarks are the economic benefit or contract period. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
Intangible assets are derecognized when disposed of or expected to have no future economic benefits generated through usage or disposal. On derecognition of an intangible asset, the difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss.
(13)Impairment of non-financial assets
The Company assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is
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recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist, the impairment loss shall be reversed to the extent of the loss previously recognized in profit or loss.
(14)Provisions
Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation on the balance sheet date, which is discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. When discounting is used, the increase in the provision due to passage of time is recognized as interest expense. Provisions are not recognized for future operating losses.
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(15)Employee benefits
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A.Short-term employee benefits
Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognized as expenses in that period when the employees render service.
B.Pensions
- a. Defined contribution plans
For defined contribution plans, the contributions are recognized as pension expenses when they are due on an accrual basis. Prepaid contributions are recognized as an asset to the extent of a cash refund or a reduction in the future payments.
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b. Defined benefit plans
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(a) Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Company in current period or prior period. The liability recognized in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets, together with adjustments for unrecognized past service costs. The defined benefit net obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability;
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when there is no deep market in high-quality corporate bonds, the Company uses interest rates of government bonds (at the balance sheet date) instead.
- (b) Actuarial gains and losses arising on defined benefit plans are recognized in other comprehensive income in the period in which they arise and are recorded as retained earnings.
- (c) Past service costs are recognized immediately in profit or loss.
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C. Employees’ bonus and directors’ remuneration
- Employees’ bonus and directors’ remuneration are recognized as expenses and liabilities, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. However, if the accrued amounts for employees’ bonus and directors’ remuneration are different from the actual distributed amounts as resolved by the shareholders at their shareholders’ meeting subsequently, the differences should be recognized based on the accounting for changes in estimates.
-
D. Termination benefits
- Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Company’s decision to terminate an employee’s employment before the normal retirement date, or an employee’s decision to accept an offer of redundancy benefits in exchange for the termination of employment. The Company recognizes expense when it can no longer withdraw an offer of termination benefits or it recognizes related restructuring costs, whichever is earlier. Benefits that are expected to be due more than 12 months after balance sheet date shall be discounted to their present value.
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(16)Share capital and treasury shares
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A.Share capital
- Ordinary share is classified as equity. The classification of the preferred stock depends on the essence of the agreement. If the preferred stock matches the definition of the financial liability, it is classified as a liability. Otherwise, it is classified as equity. Incremental cost that can be attributed to the issuance of stocks or options is deducted from the capital issued.
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B.Treasury Shares
- When the Company acquires its outstanding shares, the repurchase considerations (including all directly accountable costs) are recognized under treasury shares and shown as a deduction in equity. Gains on disposal of treasury shares should be recognized under “capital surplus - treasury stock transactions”; losses on disposal of treasury shares should be offset against existing capital reserves arising from similar types of treasury shares. If there is insufficient capital surplus to offset the losses, then such losses should be accounted for under retained earnings. The carrying amount of treasury shares should be calculated using the weighted-average method for the
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purpose of repurchased shares.
When the Company’s treasury shares are retired, the treasury share account should be credited, and the capital surplus - premium on stock account and capital stock account should be debited proportionately according to the share ratio. The carrying value of treasury shares in excess of the sum of its par value and premium on stock should first be offset against capital surplus from similar types of treasury share transactions, and the remainder, if any, debited to retained earnings. The sum of the par value and premium on treasury shares in excess of its carrying value should be credited to capital surplus from similar types of treasury share transactions.
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(17)Share-based payment transactions
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A.For the equity-settled share-based payment arrangements, the employee services received are measured at the fair value of the equity instruments granted at the grant date, and are recognized as compensation cost over the vesting period, with a corresponding adjustment to equity. The fair value of the equity instruments granted shall reflect the impact of market vesting conditions and non-market vesting conditions. Compensation cost is subject to adjustment based on the service conditions that are expected to be satisfied and the estimates of the number of equity instruments that are expected to vest under the non-market vesting conditions at each balance sheet date. And ultimately, the amount of compensation cost recognized is based on the number of equity instruments that eventually vest.
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B.Cash-settle share-based payment arrangements are the fair value of liabilities undertaken recognized in remuneration costs and liabilities in the vesting period and measured by the fair value of equity instruments offered at each balance sheet date and the settlement date. Any changes are recognized in profit or loss.
(18)Income tax
-
A.The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity, respectively.
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B.The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the subsequent year when the stockholders resolve to distribute retain the earnings.
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C.Deferred income tax is recognized, using the balance sheet method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the parent company only financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, and it does not give rise to equal deductible and taxable temporary differences at the time of transaction. And it does not give rise to equal deductible and taxable temporary differences at the time of transaction. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
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D.Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognized and recognized deferred income tax assets are reassessed.
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E.Current income tax assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realise the asset and settle the liability simultaneously.
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F.Tax preference given for expenditures incurred on acquisitions of equipment or technology, research and development, employees’ training and equity investments is recorded using the income tax credits accounting.
(19)Revenue Recognition
The Company recognizes revenues based on the following steps:
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A. Identifying the contracts;
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B. Identifying obligations in the contracts;
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C. Determining prices;
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D. Allocating prices into the obligations in the contracts;
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E. Recognizing revenues while fulfilling the obligations.
The Company identify the contract with the customers, allocate the transaction price to the performance obligations, and recognize revenue when performance obligations are satisfied.
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The Company does not adjust the promised amount of consideration for the effects of a significant financing component if the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.
A. Goods sales
The Company sells fans and other relevant products. Sales revenues are recognized while the control of goods is transferred to the customers since the customers already have the rights to use, set price, take the major responsibility to resell the good and bear the risk of obsoleteness. The Company recognizes revenues and accounts receivable at the point and presents it in net term after deducting sales return, quantity discount and sales allowance.
The Company does not recognize sales revenue on materials delivered to subcontractors because this delivery does not involve a transfer of risks and rewards of materials ownership.
B. Service revenue
Revenue from technical services is recognized when services are provided that in accordance with the relevant agreements.
- (20)Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.
All borrowing costs other than those stated above are recognized in profit or loss in the period in which they are incurred.
- (21)Government subsidy
Government subsidies are recognized at fair value when it is reasonably certain that the Company will comply with the conditions attached to the government subsidies and will receive such subsidies.
Government subsidies are recognized in profit and loss on a systematic basis during the period when the relevant costs that they intend to compensate are recognized as expenses by the company. If government subsidy is used to compensate for expenses or losses that have occurred, or for the purpose of providing the Company with immediate financial support and there is no future related cost, it is recognized in the profit and loss during the period when it can be received. Government subsidies related to property, plant and equipment are recognized as non-current liabilities, and recognized as profits and losses on a straight-line basis based on the estimated useful life of the relevant assets.
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5. CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY
The preparation of the Company’s parent company only financial statements is adopting accounting policies based on the following significant judgements, significant accounting estimates and assumptions:
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(1) Critical judgements in applying accounting policies
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A. Judgment of financial asset classification
The Company assesses the business model of financial assets based on the hierarchy that reflects the Company of financial assets that are jointly managed for specific business purposes. This assessment requires consideration of all relevant evidence, including measures of asset performance, risks affecting performance, and the manner in which the relevant managers are determined, and judgments are required. The Company continues to assess the adequacy of its business model and monitors the financial assets measured by the amortized cost before the maturity date and the debt instrument investments measured at fair value through other comprehensive income. Evaluate whether the disciplinary action has the same goal of business model. If the business model has been changed, the Company delays the adjustment of the subsequent classification of financial assets. The Company reclassifies financial assets in accordance with IFRS 9, and the application will be postponed from the date of reclassification, if the business model has changed.
- B. Revenue recognition
The Company follows IFRS 15 to determine if it controls the specified good or service before that good or service is transferred to the customer, and the Company is acting as a principal or an agent in that transaction. When the Company acts as an agent, revenue is recognized on a net basis.
The Company acts as a principal as that it meets one the of following situations:
-
a. The Company gains control over the goods from the other party before transferring goods to customers.
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b. The Company controls the right of providing service by the other party in order to control the ability of the party to provide service to customers.
-
c. The Company gain control over goods or service from the other party in order to combine with other goods or services to provide specific goods or services to customers.
The indicators (not limited to) which assist making judgment on whether the Company controls the goods or services before transferring goods or services to customers:
-
a. The Company has primary responsibilities for the goods or services it provides;
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b. The Company bears inventory risk before transferring the specific goods or services to customer, or after transferring the control to customer.
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c. The Company has the discretion to set prices.
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C. Lease term
In determining the lease term, the Company considers all the facts and circumstances that create an economic incentive to exercise (or not exercise) on option, including any expected change in facts and circumstances from the commencement date until the exercise date of the option Main. Factors considered include the contractual terms and conditions for the period covered by the option, the significant leasehold improvements made (or expected) during the contract period, and the importance of the underlying assets to the Company's operations, etc. The lease term is reassessed if a significant change in circumstance that are within the control of the Company occurs.
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(2) Critical accounting estimates and assumptions
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A. Revenue Recognition
The Company recognizes records a refund for estimated future returns and other allowances in the same period the related revenue is recorded. Refund for estimated sales returns and other allowances is generally made and adjusted at a specific percentage based on historical experience and any known factors that would significantly affect the allowance, and our management periodically reviews the adequacy of the percentage used.
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B. Estimated impairment of financial assets
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The provision for impairment of trade receivables is based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and in selecting the inputs to the impairment calculation, based on the Company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period. Where the actual future cash inflows are less than expected, a material impairment loss may arise.
-
C. Process of fair value measurement and evaluation
-
When the assets and liabilities at fair value with no active market, the Company determines whether to use outside appraisal and using proper evaluation techniques based on related regulation or its own judgment. If the Level 1 input value is not available while evaluating, the Company refers to the analysis of the investee’s financial position and operating outcome, recent trading price, quotes on non-active market of same equity instrument, quotes on active market of similar equity instrument and evaluation multiples of comparable companies. If the future input value is different from expectation, the fair value might change. The Company updates input values quarterly according to the market status in order to monitor if the measurement of fair value is appropriate.
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D. Impairment assessment of tangible and intangible assets
The Company assesses impairment based on its subjective judgement and determines the separate cash flows of a specific group of assets, useful lives of assets and the future possible income and expenses arising from the assets depending on how assets
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are utilised and industrial characteristics. Any changes of economic circumstances or estimates due to the change of Company strategy might cause material impairment on assets in the future.
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E. Impairment assessment on investment using equity method
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The Company assesses the impairment of investments accounted for using the equity method whenever triggering events or changes in circumstances indicate that an investment may be impaired and carrying value is not be recoverable. The Company assesses the recoverable amount based on a projected future cash flow and receivable cash dividend of the investees, and disposal-generating future cash flow to ensure the reasonableness of such assumptions.
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F. Realisability of deferred income tax assets
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Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences can be utilised. Assessment of the realisability of deferred income tax assets involves critical accounting judgements and estimates of the management, including the assumptions of expected future sales revenue growth rate and profit rate, tax exempt duration, available tax credits, tax planning, etc. Any variations in global economic environment, industrial environment, laws, and regulations might cause material adjustments to deferred income tax assets.
-
G. Evaluation of inventories
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As inventories are stated at the lower of cost and net realisable value, the Company must determine the net realisable value of inventories on balance sheet date using judgements and estimates. The Company evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value on balance sheet date, and writes down the cost of inventories to the net realisable value.
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H. Calculation of accrued pension obligations
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When calculating the present value of defined pension obligations, the Company must apply judgments and estimates to determine the actuarial assumptions on balance sheet date, including discount rates and future salary growth rate. Any changes in these assumptions may have a significantly impact on the carrying amount of defined pension obligations.
-
I. Lessees’ incremental borrowing rates
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At the time of the decision to increase the borrowing rate of the lessee used in the lease payment, the risk-free interest rate and the same currency is used as the reference rate, and the estimated lessee's credit risk sticker and lease specific adjustments (such as asset-specific and secured factors) are taken into account.
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6. CONTENTS OF SIGNIFICANT ACCOUNTS
(1) Cash and cash equivalents
| Cash and cash equivalents | ||
|---|---|---|
| Item | December 31 | |
| 2023 | 2022 | |
| Cash on hand Cash in banks Total |
$510 2,172,156 |
$489 400,104 |
| $2,172,666 | $400,593 |
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A. The financial institutions dealing with the Company are credit worthy, and the Company does transactions with a number of financial institutions to diversify credit risk that are unlikely to be expected to default.
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B. The Company had no cash and cash equivalents pledged to others.
(2) Financial assets at fair value through profit or loss
| Item | December 31 | December 31 |
|---|---|---|
| 2023 | 2022 | |
| Non-derivative financial assets - noncurrent Redemption and put options of convertible bonds |
$ - | $ - |
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A. The Company recognized net gain (loss) of financial assets at fair value through profit or loss of $8,406 thousand, $0 thousand for the years ended December 31, 2023 and 2022, respectively.
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B. The Company has no financial assets at fair value through profit or loss pledged to others.
(3) Notes receivable, net
| Notes receivable, net | ||
|---|---|---|
| Item | December 31 | |
| 2023 | 2022 | |
| At amortized cost Notes receivable Less: Loss allowance Net |
$18,356 (24) |
$23,371 (24) |
| $18,332 | $23,347 |
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A. The Company had no notes receivable pledged to others.
-
B. Please refer to Note 6(4) for the relevant disclosure of loss allowance for notes receivable.
-
271 -
(4) Accounts receivable, net
December 31
| Item | 2023 | 2022 |
|---|---|---|
| At amortized cost Accounts receivable Less: Loss allowance Net |
$2,681,010 (5,503) |
$3,556,655 (6,892) |
| $2,675,507 | $3,549,763 |
-
A. The accounts receivable that were neither past due nor impaired was following the Company’s credit policy determined by reference to the industry characteristics, operation scale and current financial position of the counterparties. The average credit period on sales of goods was 3-4 months.
-
B. The Company had no account receivable pledged to others.
-
C. To reduce major credit risk, the Company bought credit guarantee insurance.
-
D. Please refer to Note 7 for accounts receivable with related parties.
-
E. The Company applies the simplified approach to provisions for expected credit losses, which permits the use of a lifetime expected credit losses provision for trade receivables (including other receivables). The expected credit losses on trade receivables are estimated by reference to past account aging records of the debtor, an analysis of the debtor’s current financial position, and industrial trend. The company recognizes loss allowance based on the expected credit loss ratio of customers by different risk levels with consideration of factors of historical loss ratios and customer’s financial conditions, competitiveness and business outlook.
-
F. The Company measures the loss allowance for notes receivable, accounts receivable and other receivables according to the preparation matrix (including related parties):
| December31,2023 Not past due Past due within 30 days Past due 31-90 days Past due over 91 days Total |
Expected Credit Loss Rate |
Gross Carrying Amount |
Loss Allowance (LifetimeECL) |
Amortized Cost |
|---|---|---|---|---|
| 0.05%-5% 0.05%-5% 0.05%-5% 0.05%-5% |
$2,516,594 242,633 33,677 - |
($5,108) (384) (35) - |
$2,511,486 242,249 33,642 - |
|
| $2,792,904 | ($5,527) | $2,787,377 |
- 272 -
| December 31,2022 Not past due Past due within 30 days Past due 31-90 days Past due over 91 days Total |
Expected Credit Loss Rate |
Gross Carrying Amount |
Loss Allowance (Lifetime ECL) |
Amortized Cost |
|---|---|---|---|---|
| 0.05%-5% 0.05%-5% 0.05%-5% 0.05%-5% |
$3,321,164 260,593 62,724 18,529 |
($6,249) (658) (8) (1) |
$3,314,915 259,935 62,716 18,528 |
|
| $3,663,010 | ($6,916) | $3,656,094 |
- G. Movements of the loss allowance for notes receivable and accounts receivable (include related parties) were as follows:
| Item | Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2023 $6,916 - (1,389) - $5,527 |
2022 | |
| Beginning balance Add: Provision for impairment Less: Reversal of impairment Less: Write-offs Ending balance |
$7,109 - (193) - |
|
| $6,916 |
The above provision has already taken into consideration of collateral or other credit enhancement. The other credit enhancement possessed by above receivables were $686,247 thousand and $807,995 thousand as of December 31, 2023 and 2022, respectively.
The Company writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery of the receivable. For trade receivables that have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivables which are due. Where recoveries are made, these are recognized in profit or loss. The Company’s trade receivables for offsetting the contract amount are both $0 thousand for the years ended December 31, 2023 and 2022, respectively.
-
H. Please refer to Note 12 for the relevant credit risk management and assessment method.
-
273 -
(5) Inventories and operating costs
| ) Inventories and operating costs | |
|---|---|
| Item Raw materials Supplies Work in process Finished goods Net |
December 31 2023 2022 $238,379 $284,668 1,164 2,456 18,711 51,325 586,224 586,631 $844,478 $925,080 |
| 2023 $238,379 1,164 18,711 586,224 $844,478 |
- A. The related inventory (gain) loss recognized as operating cost for the years ended December 31, 2023 and 2022 were as follows:
| Item Cost of goods sold Unallocated overheads and labor cost Loss (Gain) on inventory valuation Others Total |
Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2023 $7,925,681 87,860 41 16,602 $8,030,184 |
2022 | |
| $9,930,571 79,353 9,532 1,505 |
||
| $10,020,961 |
-
B. In 2023 and 2022, the company wrote down the inventory to the net realizable value, or due to the price increase of some products and the digestion of some inventory, the inventory price reduction and sluggish loss (recovery benefit) were recognized as 41 thousand and 9,532 thousand respectively.
-
C. The Company had no inventories pledged to others.
– (6) Financial assets at fair value through other comprehensive income or loss noncurrent
| 6) Financial assets at fair value through other c noncurrent |
omprehensive income or loss– | omprehensive income or loss– |
|---|---|---|
| Item | December 31 | |
| 2023 | 2022 | |
| Equity instruments Unlisted stocks Evaluation adjustment Total |
$ 20,000 4,675 |
$ - - |
| $ 24,675 | $ - |
-
A. The Company invests in domestic unlisted stocks in accordance with its medium/ long-term strategies and expects to make a profit through long-term investment. Management of the Company believes that it is not consistent with the afore-mentioned long-term investment planning if the short-term fair value changes of such investment are presented in profit or loss. Therefore, the Company elects to designate such investment as to be measured at FVTOCI.
-
274 -
-
B. Please refer to Note 12 for relevant credit risk management and assessment methods.
-
C. The financial assets at FVTOCI were not pledged as collateral.
(7) Investments accounted for using the equity method
| Item | December 31 | December 31 |
|---|---|---|
| 2023 | 2022 | |
| Subsidiaries: Successful Century Co., Ltd. BVI Sunon International Limited Sunon INC Sunon SAS Sunonwealth Electric Machine Ind. (H.K.) Ltd. Sunon Corporation Sunon Electronics India Private Limited Sunon Electronics Philippines Corp. Sunon Properties Philippines Corp. Total |
$1,777,566 1,138,249 203,066 78,976 1,861 1,651 4,306 210,577 397,493 |
$1,593,644 906,609 167,976 57,156 1,903 1,834 3,820 95,236 369,937 |
| $3,813,745 | $3,198,115 |
-
A. For more information regarding the subsidiaries of the Company, please refer to Note 4(3) to the Company’s consolidated financial statements of 2023.
-
B. The investments accounted for by the equity method and the share of profit or loss and other comprehensive income of those investments for the years ended December 31, 2023 and 2022 were based on the subsidiaries’ financial statements audited by auditors for the same years, except for Sunonwealth Electric Machine Ind.(H.K.) Ltd., Sunon Corporation and Sunon Electronics India Private Limited. The Company considered no material adjustments had these subsidiaries’ financial statements been audited.
-
C. The Company had no investments accounted for using equity method pledged to others as of December 31, 2023 and 2022.
(8) Property, plant and equipment
| ) Property, plant and equipment | ||
|---|---|---|
| Item Land Buildings Machinery and equipment Miscellaneous equipment Leasehold improvements Equipment to be inspected and construction in progress Total cost Less: Accumulated depreciation Net |
December 31 | |
| 2023 $820,335 218,607 192,665 44,807 40,467 7,157 $1,324,038 (314,136) $1,009,902 |
2022 | |
| $820,335 215,928 185,365 55,842 40,467 15,365 |
||
| $1,333,302 (285,520) |
||
| $1,047,782 |
- 275 -
| Cost | Land | Buildings | Machinery and Equipment |
Miscellaneous Equipment |
Leasehold Improvement |
Equipment to be Inspected and Construction in Progress |
Total |
|---|---|---|---|---|---|---|---|
| $820,335 - - - |
$215,928 1,242 - 1,437 |
$185,365 1,217 (6,596) 12,679 |
$55,842 3,068 (14,103) - |
$40,467 - - - |
$15,365 5,908 - (14,116) |
$1,333 ,302 11,435 (20,699) - |
|
| Balance at January 1, 2023 Additions Disposals Reclassification Balance at December 31, 2023 Accumulated depreciation and impairment |
|||||||
| $820,335 | $218,607 | $192,665 | $44,807 | $40,467 | $7,157 | $1,324,038 | |
| $ - - - - |
$101,995 7,778 - - |
$103,124 31,609 (6,227) - |
$42,468 7,916 (14,104) - |
$37,933 1,644 - - |
$ - - - - |
$285,520 48,947 (20,331) - |
|
| Balance at January 1, 2023 Depreciation Disposals Reclassification Balance at December 31, 2023 |
|||||||
| $ - | $109,773 | $128,506 | $36,280 | $39,577 | $ - | $314,136 |
| Cost | Land | Buildings | Machinery and Equipment |
Miscellaneous Equipment |
Leasehold Improvement |
Equipment to be Inspected and Construction in Progress |
Total |
|---|---|---|---|---|---|---|---|
| $802,249 - - 18,086 |
$196,906 1,435 - 17,587 |
$165,862 2,365 (10,257) 27,395 |
$64,466 1,604 (11,657) 1,429 |
$40,467 - - - |
$22,566 57,296 - (64,497) |
$1,292,516 62,700 (21,914) - |
|
| Balance at January 1, 2022 Additions Disposals Reclassification Balance at December 31, 2022 Accumulated depreciation and impairment |
|||||||
| $820,335 | $215,928 | $185,365 | $55,842 | $40,467 | $15,365 | $1,333,302 | |
| $ - - - - |
$94,971 7,024 - - - |
$78,052 31,518 (5,628) (595) (223) |
$41,380 12,149 (11,656) 595 - |
$36,063 1,870 - - - |
$ - - - - |
$250,466 52,561 (17,284) - (223) |
|
| Balance at January 1, 2022 Depreciation Disposals Reclassification Disposals Balance at December 31, 2022 |
|||||||
| $ - | $101,995 | $103,124 | $42,468 | $37,933 | $ - | $285,520 |
A. The details of interest capitalized: None.
- B. The Company does not assess the impairment because there is no sign of impairment for the year ended December 31, 2023.
C. Property, plant and equipment pledged for the borrowings: Please refer to Note 8.
-
276 -
-
D. Reconciliations of current additions and the acquisition of property, plant and equipment in statement of cash flows were as follows:
| Item Acquisition of property, plant and equipment Decrease (increase) in equipment payable Cash paid for acquisition of property, plant and equipment |
Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2023 $11,435 1,659 $13,094 |
2022 | |
| $62,700 5,869 |
||
| $68,569 |
(9) Lease agreement
- A. Right-of-use assets
| ease agreement . Right-of-use assets |
||
|---|---|---|
| Item Land and building Other equipment Total cost Less: Accumulated depreciation and impairment Net |
December 31 | |
| 2023 $52,390 11,344 $63,734 (40,951) $22,783 |
2022 | |
| $49,189 10,263 |
||
| $59,452 (37,365) |
||
| $22,087 |
| Cost Balance at January 1, 2023 Additions Disposals Derecognition Balance at December 31, 2023 Accumulated Depreciation and Impairment Balance at January 1, 2023 Depreciation Derecognition Balance at December 31, 2023 Cost Balance at January 1, 2022 Additions Disposals Derecognition Balance at December 31, 2022 |
Land and Buildings $49,189 7,862 (125) (4,536) $52,390 $30,394 8,650 (4,536) $34,508 Land and Buildings $53,056 1,212 (754) (4,325) $49,189 |
Other Equipment $10,263 5,561 (405) (4,075) $11,344 $6,971 3,547 (4,075) $6,443 Other Equipment $9,950 1,556 - (1,243) $10,263 |
Total |
|---|---|---|---|
| $59,452 13,423 (530) (8,611) |
|||
| $63,734 | |||
| $37,365 12,197 (8,611) |
|||
| $40,951 | |||
| Total | |||
| $63,006 2,768 (754) (5,568) |
|||
| $59,452 |
- 277 -
Accumulated Depreciation and Impairment
| Accumulated Depreciation and Impairment | |||
|---|---|---|---|
| Balance at January 1, 2022 Depreciation Derecognition Balance at December 31, 2022 |
$25,887 8,832 (4,325) $30,394 |
$5,310 2,904 (1,243) $6,971 |
$31,197 11,736 (5,568) |
| $37,365 |
B. Lease liabilities
| . Lease liabilities | ||
|---|---|---|
| Item Carrying amount of lease liabilities - current - noncurrent |
December 31 2023 2022 $12,771 $10,170 $10,891 $12,410 |
|
| 2022 | ||
| $10,170 | ||
| $12,410 |
Ranges of discount rates for lease liabilities were as follows:
| Item Land and buildings Other equipment |
December 31 | December 31 |
|---|---|---|
| 2023 0.63%-1.77% 0.72%-1.77% |
2022 | |
| 0.63%-0.96% 0.66%-1.09% |
Please refer to Note 12(2) for lease liabilities with repayment periods.
- C. Material lease-in activities and terms
The Company leased some land and buildings, etc. as factory, with the lease terms of 1 to 8 years. There is no sign of impairment of right-of-use assets as of December 31, 2023. Therefore, the Company didn’t assess the impairment.
D. Sublet: None.
E. Other lease information:
-
(1) Please refer to Note 6(8) for the agreements to lease investment properties under operating lease.
-
(2) The current lease relevant expense information was as follows:
| Item Short-term lease expense Low-value asset lease expense Variable lease payments that excluded in the measurement of lease liabilities Total cash outflow for leases (Note) |
Year Ended December 31 2023 2022 $100 $102 $13 $13 $ - $ - ($11,924) ($11,854) |
|---|---|
| 2023 $100 $13 $ - ($11,924) |
(Note): Including principle paid for current lease liabilities.
- 278 -
(10) Investment properties, net
| (10) Investment properties, net | ||||
|---|---|---|---|---|
| December 31 | ||||
| Item | 2023 | 2022 | ||
| Land | $77,109 | $77,109 | ||
| Buildings | 40,062 | 40,062 | ||
| Total cost | $117,171 | $117,171 | ||
| Less: Accumulated depreciation impairment |
and | (32,433) | (32,065) | |
| Net | $84,738 | $85,106 | ||
| Cost | Land | Buildings | Total | |
| Balance at January 1, 2023 | $77,109 | $40,062 | $117,171 | |
| Additions | - | - | - | |
| Balance at December 31, 2023 | $77,109 | $40,062 | $117,171 | |
| Accumulated depreciation and | ||||
| impairment | ||||
| Balance at January 1, 2023 | $ | - | $32,065 | $32,065 |
| Depreciation | - | 368 | 368 | |
| Balance at December 31, 2023 | $ | - | $32,433 | $32,433 |
| Cost | Land | Buildings | Total | |
| Balance at January 1, 2022 | $77,109 | $40,062 | $117,171 | |
| Additions | - | - | - | |
| Balance at December 31, 2022 | $77,109 | $40,062 | $117,171 | |
| Accumulated depreciation and | ||||
| impairment | ||||
| Balance at January 1, 2022 | $ | - | $31,682 | $31,682 |
| Depreciation | - | 383 | 383 | |
| Balance at December 31, 2022 | $ | - | $32,065 | $32,065 |
A. Rent income and direct operating expense of investment properties:
| Item Rental income of investment properties Direct operating expense incurred for the investment properties with current rental income |
Year Ended December 31 2023 2022 $1,921 $1,791 $637 $654 |
Year Ended December 31 2023 2022 $1,921 $1,791 $637 $654 |
|---|---|---|
| 2022 | ||
| $1,791 | ||
| $654 |
-
279 -
-
B.The maturity analysis of operating lease payments receivable for investment properties was as follows:
| follows: | ||
|---|---|---|
| Year 1 Year 2 Year 3 Year 4 Year 5 Over 5 years Total |
December 31 | |
| 2023 $1,921 1,921 1,750 1,750 - - $7,342 |
2022 | |
| $1,921 1,921 1,921 1,750 1,750 - |
||
| $9,263 |
-
C. Investment properties are depreciated on a straight-line basis over their estimated useful life of 10 to 57 years.
-
D. The fair values of investment properties held by the Company were $168,677 thousand and $160,060 thousand as of December 31, 2023 and 2022, respectively. The fair value determination was performed by independent qualified professional appraisers. The valuation was based on the comparison method, and the fair value was measured by using Level 3 inputs. Please refer to Note 12(3).
-
E. The accumulated impairment of investment properties were $0 thousand as of December 31, 2023 and 2022, respectively.
-
F. The Company had no investment properties pledged to others.
(11) Intangible assets
| 1) Intangible assets | ||
|---|---|---|
| Item Trademark Computer software Total cost Less: Accumulated amortization Net |
December 31 | |
| 2023 $3,126 25,056 $28,182 (14,287) $13,895 |
2022 | |
| $3,126 28,173 |
||
| $31,299 (13,261) |
||
| $18,038 |
- 280 -
| Trademark Cost Balance at January 1, 2023 $3,126 Additions - Derecognition - Balance at December 31, 2023 $3,126 Accumulated amortization and impairment Balance at January 1, 2023 $ - Amortization - Derecognition - Balance at December 31, 2023 $ - Trademark Cost Balance at January 1, 2022 $3,126 Additions - Derecognition - Balance at December 31, 2022 $3,126 Accumulated amortization and impairment Balance at January 1, 2022 $ - Amortization - Derecognition - Balance at December 31, 2022 $ - (12) Short-term loans December 31, 2023:None. Borrowings Nature Unsecured loan |
Trademark Cost Balance at January 1, 2023 $3,126 Additions - Derecognition - Balance at December 31, 2023 $3,126 Accumulated amortization and impairment Balance at January 1, 2023 $ - Amortization - Derecognition - Balance at December 31, 2023 $ - Trademark Cost Balance at January 1, 2022 $3,126 Additions - Derecognition - Balance at December 31, 2022 $3,126 Accumulated amortization and impairment Balance at January 1, 2022 $ - Amortization - Derecognition - Balance at December 31, 2022 $ - (12) Short-term loans December 31, 2023:None. Borrowings Nature Unsecured loan |
Computer Software Total $28,173 $31,299 9,991 9,991 (13,108) (13,108) $25,056 $28,182 $13,261 $13,261 14,134 14,134 (13,108) (13,108) $14,287 $14,287 Computer Software Total $22,171 $25,297 14,673 14,673 (8,671) (8,671) $28,173 $31,299 $9,911 $9,911 12,021 12,021 (8,671) (8,671) $13,261 $13,261 December 31, 2022 Amount Interest $795,000 1.43%-1.76% |
Total |
|---|---|---|---|
| $31,299 9,991 (13,108) |
|||
| $28,182 | |||
| $13,261 14,134 (13,108) |
|||
| $14,287 | |||
| Total | |||
| $25,297 14,673 (8,671) |
|||
| $31,299 | |||
| $9,911 12,021 (8,671) |
|||
| $13,261 | |||
| December | |||
| Amount $795,000 |
|||
- 281 -
(13) Other payables (including other payables - related parties)
| Item Accrued payroll Commission payable Service fee payable R & D payable Bonus to employees and remuneration to directors Equipment payable Others Total |
December 31 | December 31 |
|---|---|---|
| 2023 $242,584 11,407 9,500 28,872 49,800 3,268 92,833 $438,264 |
2022 | |
| $200,158 23,763 8,838 27,850 40,000 4,927 85,607 |
||
| $391,143 |
Please refer to Note 7 for other payables with related parties.
(14) Provisions - current
| Item Employee benefits Item Beginning balance Additional provisions recognized Provisions used Ending balance |
December 31 | December 31 |
|---|---|---|
| 2023 2022 $18,784 $17,879 Year Ended December 31 |
2022 | |
| $17,879 | ||
| 2023 $17,879 905 - $18,784 |
2022 | |
| $14,273 3,606 - |
||
| $17,879 |
Provision for employee benefits represents vested short-term service leave entitlements accrued.
(15) Bonds Payable
| ) Bonds Payable | ||
|---|---|---|
| Item The third unsecured convertible domestic bonds Subtotal Less: discounts on bonds payable Net |
Year Ended December 31 | |
| 2023 $ - - - $ - |
2022 | |
| $ - - - |
||
| $ - |
-
282 -
-
A. Third unsecured convertible domestic bonds:
-
a. The Company issued the third unsecured domestic convertible bonds, which was approved by the regulatory authority on April 21, 2023. The total issuance amount is $1,200,000 thousand and it is zero coupon bonds with the maturity of 5 years from May 24, 2023 to May 24, 2028.
-
b. The conversion price of the bonds is set up based on the pricing model in the terms of the bonds. The conversion price at the time of issuance was $54.90. As of September 30, 2023, the conversion price adjusted to $53.30 based on the pricing model. As of December 31, 2023, all the shares have been converted.
-
c. Under the terms of the bonds, all bonds redeemed, matured and converted are retired and not to be re-issued; all rights and obligation attached to the bonds are also extinguished.
-
d. In accordance with the conversion provisions, the bond holders may request the Company to redeem the convertible bonds two years at the bond redemption base date. The company shall send the "Bond Redemption Notice" to the bondholders 30 days before the sell-back base date. The bond holders have the right to require the Company to redeem all of the bonds in cash with an interest calculated " 101.0025% of the face value of the bond after two years " the real rate of return is 0.5% "".
-
e. After the following events occur during the period from the date after three months of the bonds issued to 40 days before the maturity date, the Company may redeem the outstanding convertible bonds in cash: (i) the closing price of the Company's common shares is above the then conversion price by 30% for 30 consecutive trading days, or (ii) the outstanding balance of the bonds is less than 10% of total initial issue amount.
-
f. As of December 31, 2023, the Company redeemed the issued convertible bonds from open market by own funds at principal amount to $0 thousand.
(16) Long-term loans and current portion of long-term loans
| Item Unsecured loan Less: portion due within one year Long-term loans Interest rate range |
December 31 | December 31 |
|---|---|---|
| 2023 $266,667 (88,889) $177,778 1.83% |
2022 | |
| 355,556 (88,889) |
||
| $266,667 | ||
| 1.69% |
-
A. Refer to Note 8 for assets pledged as collateral for long-term loans.
-
283 -
(17) Pension
-
A. Defined contribution plans
-
a. The plan under the Labor Pension Act (the “Act”) is deemed a defined contribution plan. Pursuant to the Company has made monthly contributions equal to 6% of each employee’s monthly salary to employees’ pension accounts.
-
b. The total expenses recognized in the statements of comprehensive income were $26,546 thousand and $24,110 thousand, representing the contributions payable to these plans by the Company at the rates specified in the plans for the years ended December 31, 2023 and 2022, respectively.
-
B. Defined benefit plans
-
a. The Company has defined benefit plans under the Labor Standards Law that provide benefits based on an employee’s length of service and average monthly salary for the six-month period prior to retirement. The aforementioned companies contribute an amount equal to 6% of salaries paid each month to their respective pension funds (the Funds), which are administered by the Labor Pension Fund Supervisory Committee (the Committee) and deposited in the Committee’s name in the Bank of Taiwan. Before the end of each year, the Company assesses the balance in the Funds. If the amount of the balance in the Funds is inadequate to pay retirement benefits for employees who conform to retirement requirements in the next year, the Company is required to fund the difference in one appropriation that should be made before the end of March of the next year. The Funds are operated and managed by the government’s designated authorities; as such, the Company does not have any right to intervene in the investments of the Funds.
-
b. The amounts arising from the defined benefit obligation of the Company in the balance sheets were as follows:
| balance sheets were as follows: | ||
|---|---|---|
| Item Present value of defined benefit obligation Fair value of plan assets Net defined benefit liabilities |
December 31 | |
| 2023 $74,208 (45,477) $28,731 |
2022 | |
| $73,143 (37,476) |
||
| $35,667 |
- 284 -
c. Movements of the net defined benefit liabilities were as follows:
| Item Balance at January 1 Service cost Current service cost Interest expense (income) Past service cost Settlement loss (income) Recognized in profit or loss Remeasurement Return on plan assets (excluding amounts included in net interest expense) Actuarial loss (gain) - Changes in demographics assumptions Changes in financial assumptions Experience adjustments Recognized in other comprehensive income Contributions from the employer Benefits paid from plan assets Balance at December 31 |
Year Ended December 31, 2023 | Year Ended December 31, 2023 | Year Ended December 31, 2023 |
|---|---|---|---|
| Present Value of Defined Benefit Obligation $73,143 - 1,006 - - $1,006 $ - - - 59 $59 $ - - $74,208 |
Fair Value of Plan Assets ($37,476) - (571) - - ($571) ($230) - - - ($230) ($7,200) - ($45,477) |
Net Defined Benefit Liabilities |
|
| $35,667 - 435 - - |
|||
| $435 | |||
| ($230) - - 59 |
|||
| ($171) | |||
| ($7,200) - |
|||
| $28,731 |
- 285 -
| Item Balance at January 1 Service cost Current service cost Interest expense (income) Past service cost Settlement loss (income) Recognized in profit or loss Remeasurement Return on plan assets (excluding amounts included in net interest expense) Actuarial loss (gain) - Changes in demographics assumptions Changes in financial assumptions Experience adjustments Recognized in other comprehensive income Contributions from the employer Benefits paid from plan assets Balance at December 31 |
Year Ended December 31, 2022 | Year Ended December 31, 2022 | Year Ended December 31, 2022 |
|---|---|---|---|
| Present Value of Defined Benefit Obligation $83,090 - 415 - - $415 $ - - (8,081) (2,281) ($10,362) $ - - $73,143 |
Fair Value of Plan Assets ($28,043) - (155) - - ($155) ($2,278) - - - ($2,278) ($7,000) - $37,476 |
Net Defined Benefit Liabilities |
|
| $55,047 - 260 - - |
|||
| $260 | |||
| ($2,278) - (8,081) (2,281) |
|||
| $12,640 | |||
| ($7,000) - |
|||
| $35,667 |
- d. Through the defined benefit plans under the Labor Standards Law, the Company is exposed to the following risks:
(a) Investment risk
The pension funds are invested in equity and debt securities, bank deposits, etc. The investment is conducted at the discretion of the government’s designated authorities or under the mandated management. However, under the Labor Standards Law, the rate of return on assets shall not be less than the average interest rate on a two-year time deposit published by the local banks and the government is responsible for any shortfall in the event that the rate of return is less than the required rate of return.
(b) Interest risk
A decrease in the government bond interest rate will increase the present value of the defined benefit obligation; however, this will be partially offset by an increase in the return on the debt investments of the plan assets.
-
286 -
-
(c) Salary risk
- The present value of the defined benefit obligation is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the present value of the defined benefit obligation.
-
e. The actuarial valuations of the present value of the defined benefit obligation were carried out by qualified actuaries. The principal assumptions of the actuarial valuation were as follows:
| valuation were as follows: | ||
|---|---|---|
| Discount rate Future salary increase rate The weighted average duration of the defined benefit obligation |
Measurement Date | |
| December 31, 2023 1.375% 2% 11.3 years |
December 31, 2022 | |
| 1.375% | ||
| 2% | ||
| 11.7 years |
-
(a) Assumptions regarding future mortality experience are set based on actuarial valuation in accordance with the 6th version of Taiwan Standard Ordinary Experience Mortality Tables.
-
(b) If possible reasonable change in each of the significant actuarial assumptions will occur and all other assumptions will remain constant, the present value of the defined benefit obligation would increase (decrease) as follows:
December 31
| Item Discount Rate 0.25% higher 0.25% lower Expected rates of salary increase 0.25% higher 0.25% lower |
2023 ($2,055) $2,134 $2,081 ($2,015) |
2022 |
|---|---|---|
| ($2,110) | ||
| $2,195 | ||
| $2,140 | ||
| ($2,068) |
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
-
E. The Company expects to make contributions of $7,200 thousand to the defined benefit plans for the year ended December 31, 2024.
-
287 -
(18) Share capital
- A. Movements in the number of the Company’s ordinary shares outstanding were as follows:
| Item Balance at January 1 Capital increase in cash Conversion of bonds payable Balance at December 31 Item Balance at January 1 Capital increase in cash Conversion of bonds payable Balance at December 31 |
Year Ended December 31, 2023 | Year Ended December 31, 2023 |
|---|---|---|
| Shares (in thousands) Amount 250,930 $2,509,297 - - 21,595 215,946 272,525 $2,725,243 Year Ended December 31, 2022 |
Amount | |
| $2,509,297 - 215,946 |
||
| $2,725,243 | ||
| Shares (in thousands) 250,930 - - 250,930 |
Amount | |
| $2,509,297 - - |
||
| $2,509,297 |
-
B. As of December 31, 2023, the authorized capital is $5,000,000 thousand, consisting of 500,000 thousand shares.
-
C. The Company’s corporate bonds have been converted to ordinary stock shares totaling $1,200,000 thousand between August and December 2023, and the numbers of conversion were 22,514 thousand shares. As of December 31, 2023, while 21,595 thousand shares have completed the registration and have been converted to stock capital totaling 215,946 thousand, 919 thousand shares were not yet completed the registration, and $9,194 thousand was recorded as bond conversion entitlement certificates.
-
D. While 9,194 thousand was recorded as bond conversion entitlement certificates have completed the registration in February 2024.
(19) Capital surplus
| Item From merger From convertible bonds Treasury share transactions Reorganization Differences between considerations and carrying amounts of subsidiaries acquired or disposed Total |
December 31 | December 31 |
|---|---|---|
| 2023 $18,227 1,477,900 21,464 1,050 147 $1,518,788 |
2022 | |
| $18,227 326,015 21,464 1,050 147 |
||
| $366,903 |
- 288 -
Under the Company Act, the capital surplus generated from the excess of the issuance price over the par value of capital stock and donations can be used to offset deficit or may be distributed as stock dividends or in cash. Under the regulations of the Security Exchange Law, the maximum amount transferred from the foregoing capital surplus to the Company’s capital per year shall not be over 10% of the Company’s paid-in capital. Capital surplus can’t be used to offset deficit unless legal reserve is insufficient. The capital surplus from long-term investments may not be used for any purpose.
(20)Retained earnings and dividend policy
-
(1) In accordance with the dividend policy as set forth in the Company’s Articles of Incorporation, where the Company made profit in a fiscal year, the profit shall be first utilized for paying taxes, offsetting losses of previous years, setting aside as legal reserve 10% of the remaining profit, setting aside a special reserve in accordance with the laws and regulations, and the remainder plus prior year’s unappropriated earnings will be recommended by the board of directors and approved through the shareholders’ meeting.
-
In consideration of its operation and capital expenditure demands, the Company stipulates appropriate dividend distribution ratio, and proposes for approval in the shareholders’ meeting. However, at least 20% of total dividends should be distributed in cash.
-
(2) Legal reserve may be used to offset a deficit, and be transferred to capital or distributed in cash. However, legal reserve can be transferred to capital or distributed in cash only when the legal reserve has exceeded 25% of the Company’s paid-in capital.
-
(3) Special reserve
| paid-in capital. (3) Special reserve |
||
|---|---|---|
| Item Reserve for the debit balance of other equities Reserve for first-time adoption of IFRS Total |
December 31 | |
| 2023 $178,602 79,155 $257,757 |
2022 | |
| $216,203 79,155 |
||
| $295,358 |
-
A. While earning distribution, the earnings can be distributed after appropriation of the equivalent amount of the debit balance of the other equities of the balance sheet.
-
B. Under Rule No.1010012865 issued by the FSC for first-time adoption of IFRS, the special reserve can be reversed while usage, disposal and reclassification of related assets.
-
289 -
-
(4) The appropriation of 2022 and 2021 earnings had been resolved at the shareholders’ meeting in June 2023 and 2022, respectively. Details were summarized below:
| Item Legal reserve Special reserve Cash dividends Total |
Amount 2022 2021 $109,921 $42,815 (37,601) 53,263 652,417 301,116 $724,737 $397,194 |
Dividends Per Share | Dividends Per Share |
|---|---|---|---|
| 2022 $109,921 (37,601) 652,417 $724,737 |
2022 2.6 |
2021 | |
| 1.2 |
- (5) The appropriation of 2023 earnings had been proposed by the Board of Directors on March 7, 2024. Details were summarized below:
| Item Legal reserve Special reserve Cash dividends |
Amount $133,407 42,428 957,053 |
Dividends Per Share |
|---|---|---|
| 3.5 |
-
A. The appropriations of earnings for 2023 are to be presented for approval in the shareholders’ meeting to be held in June 2024.
-
B. In the event of repurchase of the Company’s shares, transfer, conversion or annulment of treasury stocks, and exercise of employees’ stock options, leading to a change in the number of outstanding shares and a consequent change in dividend yield, it is proposed that the chairman is authorized by the Board of Directors to duly adjust stocks and cash payout rates.
-
(6) Information on the earnings appropriation proposed by the Company’s Board of Directors and approved by the Company’s shareholders is available on the Market Observation Post System website of the Taiwan Stock Exchange.
(21) Other equity
| 21) Other equity | |||
|---|---|---|---|
| Item | Exchange differences on translation of foreign financial statements |
Unrealized gain (loss) on financial asset at fair value through other comprehensive income |
Total |
| Balance, January 1, 2023 Share of subsidiaries, associates and joint ventures accounted for using equity method Unrealized gain (loss) on financial assets at fair value through other comprehensive income Use the equity method to recognize shares of subsidiaries, affiliated enterprises and joint ventures Balance, December 31, 2023 |
($257,757) (47,491) - |
$ - - 4,675 388 |
($257,757) (47,491) 4,675 388 |
| ($305,248) | $5,063 | ($300,185) |
- 290 -
| Item | Exchange differences on translation of foreign financial statements |
Unrealized gain (loss) on financial asset at fair value through other comprehensive income |
Total ($295,358) 37,601 - ($257,757) |
|---|---|---|---|
| Balance, January 1, 2022 Share of subsidiaries, associates and joint ventures accounted for using equity method Unrealized gain (loss) on financial assets at fair value through other comprehensive income Balance, December 31, 2022 |
($295,358) 37,601 - |
$ - - - |
|
| ($257,757) | $ - |
(22) Operating revenues
| ) Operating revenues | ||
|---|---|---|
| Item Revenue from contracts with customer Total revenues Sales returns Sales discount Net |
Year Ended December 31 | |
| 2023 $9,741,519 (37,925) (64,847) $9,638,747 |
2022 | |
| $11,798,157 (10,750) (24,916) |
||
| $11,762,491 |
A. Explain of contract revenue
Sales of fans and other related goods are mainly to system manufacturers and distributors. Please refer to Note 14 for the main sale areas.
- B. The Company’s timing of revenue recognition is transferred the goods at a certain point of time.
C. Contract balances
The Company recognizes the receivable, contract assets and contract liabilities related to contract revenue as follows:
| related to contract revenue as follows: | ||
|---|---|---|
| Item Receivable Contract assets Total Contract liabilities - current |
December 31 | |
| 2023 $2,693,839 - $2,693,839 $101,629 |
2022 | |
| $3,573,110 - |
||
| $3,573,110 | ||
| $131,201 |
a. Significant changes in contract assets and contract liabilities
The changes in the contract assets and contract liabilities primarily result from the timing difference between the satisfaction of performance obligation and the customer’s payment, and there is no other significant changes.
-
291 -
-
b. Amount from previous period’s satisfied performance obligations and beginning contract liabilities recognized in the current period as income were as follows:
| Revenue in the currentperiod From beginning contract liabilities From previous period’s satisfied performance obligations |
Year Ended December 31 2023 2022 $131,201 $67,046 $ - $ - |
|---|---|
(23) Labor cost, depreciation and amortization
| Item Labor cost Salaries Insurance Pension Remuneration to directors Others Depreciation Amortization Total Item Labor cost Salaries Insurance Pension Remuneration to directors Others Depreciation Amortization Total |
Year ended December 31, 2023 | Year ended December 31, 2023 | Year ended December 31, 2023 |
|---|---|---|---|
| Operating cost | Operating expenses | Total $689,651 55,371 26,981 10,000 47,628 61,512 14,422 $905,565 |
|
| $55,913 6,012 2,500 - 6,363 18,039 628 |
$633,738 49,359 24,481 10,000 41,265 43,473 13,794 |
||
| $89,455 | $816,110 |
||
| Year ended December 31, 2022 | |||
| Operatingcost | Operatingexpenses | Total $609,905 48,285 24,370 8,000 48,526 64,680 12,514 $816,280 |
|
| $46,966 4,773 2,157 - 7,138 19,252 491 |
$562,939 43,512 22,213 8,000 41,388 45,428 12,023 |
||
| $80,777 | $735,503 |
-
292 -
-
Additional information of the number of employees and employee benefits expenses for the years ended December 31, 2023 and 2022 were as follows:
| Item The number of employees The number of directors who were not adjunct employees Average employee benefits expenses Average employee salary Changes in adjusting average employee salary |
December 31 | December 31 |
|---|---|---|
| 2023 635 6 $1,303 $1,096 7.14% |
2022 | |
| 602 | ||
| 6 | ||
| $1,227 | ||
| $1,023 | ||
| 28.36% |
-
The Company’s salary and remuneration policy, including that for directors, managers and employees, is as follows:
-
(1) Directors’ remuneration:
-
A. The Company’s Articles of Incorporation clearly stipulate that not higher than 5% of the annual profit shall be allocated as the director’s remuneration.
-
B. The remuneration to the directors shall be determined by the Board of Directors according to their degree of participation in the operation of the Company, the value of their contribution, and the usual standards of the industry.
-
-
(2) Managers’ remuneration:
- The remuneration to the managers is based on their duties, contributions, and the Company’s annual operation performance and in consideration of the Company’s future risks, and is reviewed by the remuneration committee and submitted to the Board of Directors for resolution.
-
(3) Employees’ compensation:
-
The employees’ compensation includes monthly salary and various bonuses, annual year-end and performance bonuses, as well as remuneration issued by the Company based on annual profitability.
-
A. The Company’s various salary awards are issued in accordance with the Company’s various salary and bonus systems.
-
B. The Company’s Articles of Incorporation clearly stipulate that not less than 2% of the annual profit is used as employees’ compensation. The distribution method is proposed by the remuneration committee to the Board of Directors and issued after the Board of Directors’ approval.
-
-
The Company accrued employees’ compensation and remuneration to directors at the rates not less than 2% and not higher than 5% of net income before income tax, employees’ compensation and remuneration to directors during the period. If there is a change in the amounts after the annual financial statements were authorized for issue, the differences are recorded as a change in the accounting estimate.
-
293 -
-
The employees’ compensation and remuneration to directors for the years ended December 31, 2023 and 2022 had been approved by the Company’s Board of Directors meeting held on March 7, 2024 and March 9, 2023, respectively, and the relevant amounts recognized in the parent company only financial statement were as follows:
| Resolution amount of allotment Recognized in the annual financial statements Difference |
Year ended December 31 | Year ended December 31 | Year ended December 31 | Year ended December 31 |
|---|---|---|---|---|
| 2023 | 2022 | |||
| Employees’ compensation |
Remuneration to directors |
Employees’ compensation $32,000 32,000 $ - |
Remuneration to directors |
|
| $39,800 39,800 |
$10,000 10,000 |
$8,000 8,000 |
||
| $ - | $ - | $ - |
The above mentioned employees’ compensation will be paid by cash.
- Information about the appropriation of employees’ compensation and directors’ remuneration by the Company as proposed by the Board of Directors and resolved by the shareholders will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
(24) Interest income
| Interest income | ||
|---|---|---|
| Item Interest on bank deposits Interest on early payment Others Total |
Year Ended December 31 2023 2022 $66,091 $4,522 1,828 2,287 46 15 $67,965 $6,824 |
|
| 2022 | ||
| $4,522 2,287 15 |
||
| $6,824 |
(25) Other income
| Other income | ||
|---|---|---|
| Item Rental income Others–Trademark & Patent income Others–sample sales, etc. Others Total |
Year Ended December 31 | |
| 2023 $1,974 80,249 40,849 84,912 $207,984 |
2022 | |
| $1,839 14,548 49,668 87,409 |
||
| $153,464 |
- 294 -
(26) Other gains and losses
| Other gains and losses | ||
|---|---|---|
| Item Gain on disposal of property, plant and equipment Net currency exchange loss Gain of financial liability at fair value through profit or loss Others Total |
Year Ended December 31 | |
| 2023 | 2022 | |
| $496 (34,809) 8,406 (1,976) |
$1,105 (72,482) - (1,092) |
|
| ($27,883) | ($72,469) |
(27) Finance costs
| (27) Finance costs | ||
|---|---|---|
| Item Interest on loans Interest on lease liabilities Interest of convertible bonds Finance costs |
Year Ended December 31 | |
| 2023 | 2022 | |
| $14,198 238 4,144 |
$13,341 219 - |
|
| $18,580 | $13,560 |
(28) Income tax expense
A. The major components of tax expense were as follows:
| Current income tax Current tax expense Undistributed surplus for income tax Adjustments in tax of prior periods Total Deferred income tax The origination and reversal of temporary differences Total lncome tax expense |
Year Ended December 31 2023 2022 $208,236 $202,819 17,639 - (52,675) (5,294) $173,200 $197,525 $75,146 $67,631 $75,146 $67,631 $248,346 $265,156 |
|---|---|
| 2023 | |
| $208,236 17,639 (52,675) |
|
| $173,200 | |
| $75,146 | |
| $75,146 | |
| $248,346 |
B. Income tax expense recognized in other comprehensive income was as follows:
| Item Share of other comprehensive loss of subsidiaries, associates and joint ventures Remeasurement of defined benefit plans Total |
Year Ended December 31 | Year Ended December 31 |
|---|---|---|
| 2023 | 2022 | |
| ($11,872) 34 |
$9,399 2,528 |
|
| ($11,838) | $11,927 |
- 295 -
C. Reconciliation of income before income tax and income tax expense recognized in profit or loss was as follows:
| profit or loss was as follows: | ||
|---|---|---|
| Item Income before income tax Income tax expense at the statutory rate Tax effect of adjusting items: Loss (Gain) on investment under equity method Other adjustments Undistributed surplus for income tax Adjustments for prior year’s tax adjustments Deferred income tax expense Temporary differences Income tax expense recognized in profit or loss |
Year Ended December 31 | |
| 2023 | 2022 | |
| $1,582,280 | $1,354,251 |
|
| $316,456 (185,098) 76,878 17,639 (52,675) 75,146 |
$270,850 (137,581) 69,550 - (5,294) 67,631 |
|
| $248,346 | $265,156 |
The applicable tax rate used by the Company is 20%. In addition, the tax rate applicable to unappropriated earning is 5%.
According to the amendments to the Statute for Industrial Innovation announced in July 2019, the amounts of unappropriated earnings in 2018 and thereafter that are reinvested in the construction or purchase of certain assets or technologies are allowed as deduction when computing the income tax on unappropriated earnings. When calculating the tax on unappropriated earnings, the Company has already deducted the amount of the unappropriated earnings that has been reinvested as capital expenditures. When calculating the tax on unappropriated earnings by the Company in 2023, already deducted the unappropriated earnings in 2022 amount that has been reinvested in capital expenditure.
- 296 -
D. Deferred tax assets and liabilities from temporary differences
| Deferred income tax assets: Temporary differences Net defined benefit liability Unrealized loss on inventories Unused compensated absences Unrealized exchange gain Subtotal Deferred income tax liabilities: Temporary differences Gain on foreign investment under equity method Subtotal Total Deferred income tax assets: Temporary differences Net defined benefit liability Unrealized loss on inventories Unused compensated absences Unrealized exchange gain Subtotal Deferred income tax liabilities: Temporary differences Gain on foreign investment under equity method Unrealized exchange gain Subtotal Total |
Year Ended December 31, 2023 | Year Ended December 31, 2023 | ||
|---|---|---|---|---|
| Balance, Beginning of Year |
Recognized in Profit or Loss |
Recognized in Other Comprehensive Income |
Balance, End of Year |
|
| $7,134 2,518 3,576 6,507 |
($1,353) 8 181 12,131 |
($34) - - - |
$5,747 2,526 3,757 18,638 |
|
| $19,735 | $10,967 | ($34) | $30,668 | |
| $121,315 | $86,113 | ($11,872) | $195,556 | |
| $121,315 | $86,113 | $11,872 | $195,556 | |
| ($101,580) | ($75,146) | ($11,838) | ($164,888) | |
| Balance, Beginning of Year |
Recognized in Profit or Loss |
Recognized in Other Comprehensive Income |
Balance, End of Year |
|
| $11,010 612 2,854 - |
($1,348) 1,906 722 6,507 |
($2,528) - - - |
$7,134 2,518 3,576 6,507 |
|
| $14,476 | $7,787 | ($2,528) | $19,735 | |
| $34,476 2,022 |
$77,440 (2,022) |
$9,399 - |
$121,315 - |
|
| $36,498 | $75,418 | $9,399 | $121,315 | |
| ($22,022) | ($67,631) | ($11,927) | ($101,580) |
- 297 -
E. Items with no deferred tax assets recognized:
| Item Loss on investment under the equity method |
December 31 | December 31 |
|---|---|---|
| 2023 | 2022 $12,945 |
|
| $27,843 |
F. The tax authorities have ratified Company’s income tax returns through Year 2021.
(29) Other comprehensive income (loss)
| Item Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit obligation Unrealized gain (loss) on financial assets at fair value through other comprehensive income Share of subsidiaries, associates and joint ventures accounted for using equity method: Unrealized gain (loss) on financial assets at fair value through other comprehensive income Subtotal Items that may be reclassified subsequently to profit or loss: Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures Subtotal Recognized in other comprehensive income (loss) |
Year Ended December 31, 2023 | Year Ended December 31, 2023 | Year Ended December 31, 2023 |
|---|---|---|---|
| Other Comprehensive Income (Loss), Before Tax $171 4,675 388 $5,234 ($59,363) ($59,363) ($54,129) |
Income Tax Benefit (Expense) ($34) - - ($34) $11,872 $11,872 $11,838 |
Other Comprehensive Income (Loss), Net of Tax |
|
| $137 4,675 388 |
|||
| $5,200 | |||
| ($47,491) | |||
| ($47,491) | |||
| ($42,291) |
- 298 -
| Item Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit obligation Unrealized gain (loss) on financial assets at fair value through other comprehensive income Share of subsidiaries, associates and joint ventures accounted for using equity method: Unrealized gain (loss) on financial assets at fair value through other comprehensive income Subtotal Items that may be reclassified subsequently to profit or loss: Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures Subtotal Recognized in other comprehensive income (loss) (30) Earnings per share Item |
Year Ended December 31, 2022 | Year Ended December 31, 2022 | Year Ended December 31, 2022 |
|---|---|---|---|
| Income Tax Other Comprehensive Benefit (Expense) Income (Loss), Net of Tax ($2,528) $10,112 - - - - ($2,528) $10,112 ($9,399) $37,601 ($9,399) $37,601 ($11,927) $47,713 Year Ended December 31 2023 2022 $1,333,934 $1,089,095 258,369 250,930 $5.16 $4.34 $1,333,934 $1,089,095 3,315 - $1,337,249 $1,089,095 |
Other Comprehensive Income (Loss), Net of Tax |
||
| $10,112 - - |
|||
| $10,112 | |||
| $37,601 | |||
| $37,601 | |||
| $47,713 |
| Weighted average shares outstanding (in thousands) Convertible bonds (in thousands) Impact on employees’compensation (Note) Weighted average number of ordinary shares outstanding after dilution (in thousands) Diluted earnings per share (after tax) |
258,369 4,795 370 263,534 $5.07 |
250,930 - 749 |
|---|---|---|
| 251,679 | ||
| $4.33 |
(Note) Since the Company offered to settle compensation paid to employees in cash or shares, the Company assumed the entire amount of the compensation would be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the number of shares to be distributed to employees is resolved in the following year.
7. RELATED PARTY TRANSACTIONS
- (1) Parent and ultimate controlling party:
The Company is the ultimate controlling party.
- (2) Related party name and category:
Related Party Name
Sunon SAS
Sunon INC
Sunon Electronic (Kunshan) Co., Ltd. Sunon Electronic (Foshan) Co., Ltd. Sunon Electronic (Bei Hai) Co., Ltd. Beihai Li Zhun Electronics Co., Ltd. Sunon Electronics India Private Limited Sunon Electronics Philippines Corp. Sunon Properties Philippines Corp. Guang Sheng Investment Corporation Shehng-Yuan Children Development and Adult Support Services Center
Yo Yuan Investment Corporation
Related Party Category
Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Other related parties Other related parties
Other related parties
-
(3) Significant transactions with related parties:
-
A. Sales:
| Shehng-Yuan Children Development and Adult Support Services Center Yo Yuan Investment Corporation Significant transactions with related parties: A. Sales: |
Other related parties Other related parties |
Other related parties Other related parties |
|---|---|---|
| Related PartyCategory Subsidiaries |
Year Ended December 31 | |
| 2023 $1,405,885 |
2022 | |
| $2,470,303 |
- 300 -
Selling prices with the related parties are set by the Company and are equivalent to those with ordinary customers. Collection period was 2 to 4 months. Collection can be delayed when agreed on by both parties.
B. Purchase:
| B. Purchase: | ||
|---|---|---|
| Related Party Category Subsidiaries: Sunon Electronic (Kunshan) Co., Ltd. Sunon Electronic (Bei Hai) Co., Ltd. Others Total |
Year Ended December 31 | |
| 2023 $2,147,420 3,833,202 155,115 $6,135,737 |
2022 | |
| $2,980,221 4,456,375 149,087 |
||
| $7,585,683 |
The above transaction is the purchase price of the finished product which undertakes the transfer of the Company that the pricing is based on the Company’s order taking prices, the purchase prices with the related parties are equivalent to those with ordinary suppliers. Payment terms were 2 to 4 months for other suppliers and 2 to 3 months for related parties. In addition, both parties can agree to advance the payment.
C. Contract assets: None.
D. Contract liabilities: None.
E. Balance of receivables (excluding lending to related parties and contract assets):
| Related PartyCategory Accounts receivable: Subsidiaries Sunon Electronics (Bei Hai) Co., Ltd. Sunon SAS Sunon INC Others Total Other receivables: Subsidiaries Sunon Electronic (Kunshan) Co., Ltd. Sunon Electronics (Bei Hai) Co., Ltd. Beihai Li Zhun Electronics Co., Ltd. Others Total |
December 31 | December 31 |
|---|---|---|
| 2023 $563,465 158,128 48,127 35,558 $805,278 $27,017 10,155 6,132 5,110 $48,414 |
2022 | |
| $665,291 241,828 182,233 92,829 |
||
| $1,182,181 | ||
| $21,855 17,103 4,242 3,474 |
||
| $46,674 |
- 301 -
F. Balance of payables (excluding borrowing from related parties):
| Related PartyCategory Accounts payables: Subsidiaries Sunon Electronic (Kunshan) Co., Ltd. Sunon Electronic (Bei Hai) Co., Ltd. Others Total Other payables: Subsidiaries |
December 31 | December 31 |
|---|---|---|
| 2023 $502,561 1,124,451 39,199 $1,666,211 $16,944 |
2022 | |
| $740,472 479,037 9,028 |
||
| $1,228,537 | ||
| $26,579 |
G. Prepayments: None.
H. Property transactions:
a. Disposal of property, plant and equipment
| Related PartyCategory Subsidiaries Related PartyCategory Subsidiaries |
Disposal Price | Disposal Price |
|---|---|---|
| Year Ended December 31 | ||
| 2023 2022 $213 $8,315 Disposal Gain |
2022 | |
| $8,315 | ||
| Year Ended December 31 | ||
| 2023 $30 |
2022 | |
| $1,105 |
Above mentioned transaction prices were negotiated by both parties, and there were still 0 thousand and 8,315 thousand not received as of December 31, 2023 and 2022. Among them, the unrealized (loss) gain is 3,685 thousand in 2022, which has been realized 584 thousand is listed as Gain on disposal of property,plant and equipment. I. Lessee arrangements:
| I. Lessee arrangements: | |||
|---|---|---|---|
| Item Refundable deposits Lease liabilities - current Lease liabilities - noncurrent |
Related PartyCategory Other related parties Other related parties Other related parties |
December 31 | |
| 2023 $26 $129 $ - |
2022 | ||
| $26 | |||
| $154 | |||
| $91 |
- 302 -
| Item Interest expense |
Related PartyCategory Other related parties |
Year Ended December 31 | Year Ended December 31 |
|---|---|---|---|
| 2023 $2 |
2022 | ||
| $2 |
Above lease terms are based on the contract, and rent is paid monthly.
J. Rent arrangements: None.
K.Financing activities - lending to related parties: None.
-
L. Financing activities - borrowing from related parties: None.
-
M. Guarantee for related parties:
| M. Guarantee for related parties: | ||
|---|---|---|
| Related PartyCategory Subsidiaries Subsidiaries |
December 31 | |
| 2023 USD 23,000 RMB 50,000 |
2022 | |
| USD 23,000 | ||
| RMB - |
N. Others:
a. Guarantee deposits:
| a. Guarantee deposits: | ||
|---|---|---|
| Related PartyCategory Shehng-Yuan Children Development and Audit Support Services Center Other related parties Total b. Miscellaneous income: Related PartyCategory Subsidiaries Sunon Electronic (Kunshan) Co., Ltd. Others Other related parties Total |
December 31 | |
| 2023 2022 $45 $45 10 10 $55 $55 Year Ended December 31 |
2022 | |
| $45 10 |
||
| $55 | ||
| 2023 $96,946 65,776 194 $162,916 |
2022 | |
| $28,399 29,353 194 |
||
| $57,946 |
Miscellaneous income is mainly samples, rent and patent income. Rent prices are according to the contract agreement and received monthly.
- 303 -
c. Miscellaneous expenses:
| c. Miscellaneous expenses: | ||
|---|---|---|
| Related PartyCategory Subsidiaries Sunon SAS Sunon INC Others Total |
Year Ended December 31 | |
| 2023 $73,342 9,830 15,331 $98,503 |
2022 | |
| $89,489 26,302 12,965 |
||
| $128,756 |
Miscellaneous expenses are mainly commission fees.
d. Subscription of related parties’ capital increase
Year ended December 31, 2023:
| RelatedParty Subsidiaries Sunon Electronics Philippines Corp. Sunon Properties Philippines Corp. |
Investment Increase Number of shares (thousand shares) Amount 3,279 $185,770 562 31,445 |
Investment Increase Number of shares (thousand shares) Amount 3,279 $185,770 562 31,445 |
ShareholdingRatio | ShareholdingRatio |
|---|---|---|---|---|
| Number of shares (thousand shares) 3,279 562 |
Before capital increase 99.99% 99.99% |
After capital increase |
||
| $185,770 31,445 |
99.99% 99.99% |
Year ended December 31, 2022:
| Related Party Subsidiaries Sunon Electronics Philippines Corp. |
Investment Increase Number of shares (thousand shares) Amount 1,888 $105,266 |
Investment Increase Number of shares (thousand shares) Amount 1,888 $105,266 |
ShareholdingRatio | ShareholdingRatio |
|---|---|---|---|---|
| Number of shares (thousand shares) 1,888 |
Before capital increase 99.99% |
After capital increase |
||
| $105,266 | 99.99% |
(4) Key management compensation
| Key management compensation | ||
|---|---|---|
| Related PartyCategory Salaries and other short-term employee benefits Post-employment benefits Other long-term employee benefits Termination benefits Share-based payments Total |
Year Ended December 31 | |
| 2023 $67,343 - - - - $67,343 |
2022 | |
| $63,698 - - - - |
||
| $63,698 |
- 304 -
8. PLEDGED ASSETS
| PLEDGED ASSETS | ||
|---|---|---|
| Related PartyCategory Property, plant and equipment (net) |
December 31 | |
| 2023 $496,858 |
2022 | |
| $496,858 |
9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED CONTRACT
COMMITMENTS
-
(1) As of December 31, 2023 and 2022, the Company issued guarantee notes for bank loans amounting to $3,404,317 thousand and $3,247,560 thousand, respectively.
-
(2) The unused letters of credit as of December 31, 2023 and 2022 consisted of the following:
| ollowing: | ||
|---|---|---|
| Item L/C Amount |
(In thousands) December 31 |
|
| 2023 USD 815 |
2022 | |
| USD 3,906 |
- (3) As of December 31, 2023 and 2022, the note endorsement for material purchase were as follows:
| ollows: | ||
|---|---|---|
| Item Bank acceptance |
(In thousands) December 31 |
|
| 2023 USD 1,239 |
2022 | |
| USD 2,114 |
-
(4) As of December 31, 2023 and 2022, the Company endorsed guarantees for others. Please refer to Note 13 for the information.
-
(5) Statement of lawsuit
-
SIAE Microelectronica S.P.A. filed a lawsuit against the Company for the infringement on April 8, 2020. The Company has appointed the attorney to proceed with the litigation, and the result of the first-instance judgment declared by Kaohsiung District Court in Taiwan on June 30, 2022 is that “The plaintiff’s claim and the application of provisional execution are both dismissed. The litigation expenses shall be borne by the plaintiff”. Moreover, the plaintiff did not file an appeal within the statutory period, and the judgment of first instance of this case was determined on August 3, 2022.
10. SIGNIFICANT DISASTER LOSS: NONE.
11. SIGNIFICANT SUBSEQUENT EVENTS: NONE.
12. OTHERS
- (1) Capital risk management
The Company should maintain an adequate capital structure to enable the expansion and enhancement of equipment. Therefore, the Company manages its capital in a manner to ensure that it has sufficient and necessary financial resources to fund its
- 305 -
working capital needs, capital asset purchases and debt service requirements associated with its existing operations over the next 12 months.
-
(2) Financial instruments
-
A. Financial risk of financial instruments
Financial risk management policies
The Company’s activities expose to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. To lower down the related financial risk, the Company’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial position and financial performance.
The plans for material treasury activities are reviewed by board of directors in accordance with procedures required by relevant regulations or internal controls. During the implementation of such plans, the Company Treasury function must comply with certain treasury procedures that provide guiding principles for overall financial risk management and segregation of duties.
Significant financial risks and degrees of financial risks
-
a. Market risk
-
(a) Foreign exchange rate risk
- The Company’s functional currency is New Taiwan dollars. Many of the Company’s operating activities are denominated in foreign currencies. Consequently, the Company is exposed to foreign currency risk. To protect against reductions in value and the volatility of future cash flows caused by changes in foreign exchange rates, the Company raises loans denominated in foreign currency and derivative financial instruments to hedge the currency exposure. These instruments help to reduce, but do not eliminate, the impact of foreign currency exchange rate movements. The derivative financial instruments the Company held with maturities less than 3 months are not qualified for hedge accounting. The net investment in foreign operation is strategic investment. Therefore, the Company does no hedge for it.
-
(b) Foreign currency risk and sensitivity analysis
| Financial assets Monetaryitem USD:NTD EUR:NTD |
Foreign Currency |
Exchange Carrying Rate Value (NTD) 30.7050 4,527,187 33.9800 213,894 - 306 - |
December 31, 2023 | December 31, 2023 | |
|---|---|---|---|---|---|
| Carrying Value (NTD) |
SensitivityAnalysis | ||||
| Profit and Variation Loss Impact |
Equity Impact |
||||
| 147,441 6,295 |
increase 1% 45,272 increase 1% 2,139 |
- - |
Investments accounted
| Investments accounted | |||||
|---|---|---|---|---|---|
| for usingequitymethod USD:NTD EUR:NTD RMB:NTD PHP:NTD Financial liabilities Monetaryitem USD:NTD Financial assets Monetaryitem USD:NTD EUR:NTD JPY:NTD RMB:NTD Investments accounted for usingequitymethod USD:NTD EUR:NTD RMB:NTD PHP:NTD Financial liabilities Monetaryitem USD:NTD EUR:NTD JPY:NTD |
64,505 2,324 262,560 1,100,380 79,851 Foreign Currency |
30.7050 33.9800 4.3352 0.5526 30.7050 Exchange Rate 30.7100 32.7200 0.2324 4.4094 30.7100 32.7200 4.4094 0.5472 30.7100 32.7200 0.2324 |
1,980,632 78,976 1,138,249 608,070 2,451,815 |
increase 1% - 19,806 increase 1% - 790 increase 1% - 11,382 increase 1% - 6,081 increase 1% (24,518) - December 31, 2022 |
|
| Carrying Value (NTD) |
SensitivityAnalysis | ||||
| Profit and Variation Loss Impact |
Equity Impact |
||||
| 107,717 13,666 39,427 1,839 57,363 1,747 205,608 850,097 69,369 636 435 |
3,307,974 447,161 9,163 8,110 1,761,620 57,156 906,609 465,173 2,130,318 20,804 101 |
increase 1% 33,080 increase 1% 4,472 increase 1% 92 increase 1% 81 increase 1% - increase 1% - increase 1% - increase 1% - increase 1% (21,303) increase 1% (208) increase 1% (1) |
- - - - 17,616 572 9,066 4,652 - - - |
When New Taiwan dollar appreciates and other variation factors stay unchanged, there will be the same but opposite amount of influence as of December 31, 2023 and 2022.
- 307 -
The details of unrealized exchange gain (loss) for monetary items due to material exchange rate fluctuation were as follow:
| Financial Assets Monetary Item USD: NTD EUR: NTD JPY: NTD RMB: NTD Financial Liabilities Monetary Item USD: NTD EUR: NTD |
Year Ended December 31, 2023 | Year Ended December 31, 2023 | Year Ended December 31, 2023 | Year Ended December 31, 2022 | Year Ended December 31, 2022 | Year Ended December 31, 2022 |
|---|---|---|---|---|---|---|
| Foreign Exchange Gain | (Loss) | Foreign Exchange Gain (Loss) | ||||
| Foreign Currency (In thousands) |
Exchange Rate | Carrying Value | Foreign Currency (In thousands) |
Exchange Rate | Carrying Value | |
| - - - - - - |
31.1770 33.7200 0.2219 4.4243 31.1770 33.7200 |
(148,282) (1,112) (37) (410) 56,573 50 |
- - - - - - |
29.8490 31.3500 0.2272 4.4378 29.8490 31.3500 |
(47,840) 14,196 286 123 862 (208) |
b. Price risk
The Company is exposed to equity instrument price risk because the investments held by the Company are classified on the consolidated balance sheet as at fair value through profit or loss.
The Company is exposed to beneficiary certificates. If the price of the Company’s equity investments rises (or falls) 1%, the other comprehensive income from equity instruments at fair value through other comprehensive income or loss will increase (or decrease) 247 thousand and 0 thousand for the nine months ended December 31, 2023 and 2022, respectively.
c. Interest rate risk
The carrying amount of the financial assets and liabilities that exposed to interest rate risk as reporting date was as follow:
| Item Fair value interest rate risk: Financial assets Financial liabilities Net Cash flow interest rate risk: Financial assets Financial liabilities Net |
CarryingValue | CarryingValue |
|---|---|---|
| December 31, 2023 | December 31, 2022 | |
| $ - (23,662) |
$ - (22,580) |
|
| ($23,662) | ($22,580) | |
| $2,171,970 (266,667) |
$399,999 (1,150,556) |
|
| $1,905,303 | ($750,557) |
-
308 -
-
(a) Sensitivity analysis of fair value interest rate risk tools The Company does not classify any fixed-rate instruments as financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. In addition, the Company does not designate derivatives (interest rate swap) as hedge instruments under hedge accounting. Therefore, the change of interest rate at reporting date does not have influence on net income and other comprehensive income.
-
(b) Sensitivity analysis of cash flow interest rate risk tools The Company’s financial instruments with variable interest rate are those with floating-rate. If interest rate increases 1%, the net income will decrease $19,053 thousand and ($7,506) thousand for the years ended December 31, 2023 and 2022, respectively.
-
B. Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a contract leading to a financial loss to the Company. The Company is exposed to credit risk from operating activities, primarily accounts receivables, and from investing activities, primarily deposit and other financial instruments. Credit risk is managed separately for business related and financial related exposures. a. Business related credit risk
-
In order to maintain the credit quality of accounts receivables, the Company has established procedures to monitor and limit exposure to credit risk on trade receivables. Credit evaluation is performed in the consideration of the relevant factors which may affects the customer's paying ability such as financial condition, external and internal credit scoring, historical experience, and economic conditions.
-
b. Financial credit risk
-
The Company’s exposure to financial credit risk which pertained to bank deposits and other financial instruments were evaluated and monitored by Company Treasury function. The Company only deals with creditworthy counterparties, banks, and government so that no significant credit risk was identified. In addition, the Company has no financial assets at amortized and investments in debt instruments at fair value through other comprehensive income.
-
(a) Credit concentration risk
-
As of December 31, 2023 and 2022, the Company’s ten largest customers accounted for 50.69% and 60.54% of accounts receivable, respectively. The Company believes the concentration of credit risk is insignificant for the remaining accounts receivable.
-
The Company continuously evaluated customers’ financial situation. To reduce major credit risk, the Company bought credit guarantee insurance, and asked customers to make payment in advance.
-
-
309 -
-
(b) Expected credit loss measurement
-
i. Account receivables adopts a simplified approach, please prefer to Note 6(4).
-
ii. Identification basis for whether credit risk is significantly increased: None (the Company didn’t hold debt instruments at amortized cost or at FVTOCI).
-
-
c. Collaterals and other credit enhancement held to avoid credit risks from financial assets.
Related information of the maximum exposure to credit risk regarding financial assets recognized in the parent company only balance sheets, pledged collateral, master netting arrangements and other credit enhancement held by the Company as of December 31, 2023 and 2022:
| December 31, 2023 Financial instruments subject to IFRS 9 impairment requirements and derogated from credit Financial instruments not subject to IFRS 9 impairment requirements: Financial assets at fair value through other comprehensive income or loss Total |
Carrying Value $ - 24,675 $24,675 |
Decrease Amount of Credit Risk Maximum | Decrease Amount of Credit Risk Maximum | Decrease Amount of Credit Risk Maximum | Exposure |
|---|---|---|---|---|---|
| Collateral $ - - $ - |
Net Settlement Agreement $ - - $ - |
Other Credit Strengthening $ - - $ - |
Total | ||
| $ - - |
|||||
| $ - |
December 31,2022:None.
C. Liquidity risk
- a. Liquidity risk management:
The objective of liquidity risk management is to ensure the Company has sufficient liquidity to fund its business requirements of cash and cash equivalents and the unused of financing facilities associated with existing operations.
- b. Financial liabilities with repayment periods:
The following table details the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods.
- 310 -
December 31, 2023
| Non-derivative Financial Liabilities Within 1 year Notes payable $10 Accounts payable 774,943 Accounts payable - 1,666,211 related parties Other payables 421,320 Other payables - 16,944 related parties Long-term loans 88,889 (Inclusive of current portion) Lease liabilities 12,975 Guarantee deposits 449 Total $2,981,741 |
||||||
|---|---|---|---|---|---|---|
| Within 1 year | 1-2 years | 2-5 years | Over 5 years | Contract Cash Flow | Carrying Value | |
| $ - - - - - 88,889 7,684 - |
$ - - - - - 88,889 3,308 - |
$ - - - - - - - - |
$10 774,943 1,666,211 421,320 16,944 266,667 23,967 449 |
$10 774,943 1,666,211 421,320 16,944 266,667 23,662 449 |
||
| $2,981,741 | $96,573 | $92,197 | $ - | $3,170,511 | $3,170,206 |
Further information for lease liabilities with repayment periods was as follows:
| Item Lease liabilities |
Within 1 year | 1-5 years | 5-10 years | 10-15 years | 15-20 years | Over 20 years | Undiscounted payments $23,967 |
|---|---|---|---|---|---|---|---|
| $12,975 | $10,992 |
$ - |
$ - |
$ - |
$ - |
| December 31, 2022 | December 31, 2022 | December 31, 2022 | |||
|---|---|---|---|---|---|
| Within 1 year | 1-2 years | 2-5 years | Over 5 years | Contract Cash Flow | Carrying Value |
| $ - - - - - 88,889 8,173 - |
$ - - - - - 177,778 4,312 - |
$ - - - - - - - - |
$795,000 910,989 1,228,537 364,564 26,579 355,556 22,788 427 |
$795,000 910,989 1,228,537 364,564 26,579 355,556 22,580 427 |
Further information for lease liabilities with repayment periods was as follows:
| Item Lease liabilities |
Within 1 year | 1-5 years | 5-10 years | 10-15 years | 15-20 years | Over 20 years | Undiscounted payments $22,788 |
|---|---|---|---|---|---|---|---|
| $10,303 | $12,485 |
$ - |
$ - |
$ - |
$ - |
The Company does not expect a maturity analysis of which the cash flows timing would be significantly earlier, or the actual amount would be significantly different.
- 311 -
2. Categories of financial instruments
The carrying values of financial assets and liabilities of the Company as of December 31, 2023 and 2022 were as follow:
| Financial assets Financial assets measured at amortized cost Cash and cash equivalents Notes and accounts receivable (including related parties) Other receivables (including related parties) Refundable deposits Financial asset at fair value through other Comprehensive income or loss noncurrent Financial liabilities Financial liabilities measured at amortized cost Short-term loans Notes and accounts payable (including related parties) Other payables (including related parties) Lease liabilities (including current and noncurrent) Long-term loans Guarantee deposits |
December 31 | December 31 |
|---|---|---|
| 2023 $2,172,666 2,693,839 93,538 4,346 24,675 - 2,441,164 438,264 23,662 266,667 449 |
2022 | |
| $400,593 3,573,110 82,984 3,705 - 795,000 2,139,526 391,143 22,580 355,556 427 |
-
(3) Fair value information
-
A. Details of the fair value of the Company’s financial assets and financial liabilities not measured at fair value are provided in Note 12(3)C. Details of the fair value of the Company's investment property measured at cost are provided in Note 6(10).
-
B. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:
-
Level 1: Quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Company’s investment in listed stocks, beneficiary certificates, on-the-run Taiwan central government bonds and derivative instruments with quoted market prices is included in Level 1.
-
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The fair value of the Company’s investments in government bonds, corporate bonds, financial debentures, convertible bonds, and most derivative instruments is included in Level 2.
-
-
312 -
Level 3: Unobservable inputs for the asset or liability. The fair value of the Company’s investments in some derivative instruments and equity instruments without active market is included in Level 3.
-
C. Financial instruments that are not measured at fair value
-
The Company considers that the carrying amounts of financial instruments except those listed in the table below, including cash and cash equivalents, receivables, other financial assets, refundable deposits, short-term loans, payables, long-term loans and guarantee deposits that are not measured at fair value approximate their fair values.
-
D. The related information of fair value by level
The related information of financial instruments measured at fair value on a recurring basis by level is as follows:
| Item Assets: Recurringfair value measurements Financial assets at fair value through other comprehensive income or loss Domestic unlisted stocks Total |
December 31, 2023 | December 31, 2023 | ||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| $ - | $ - |
$24,675 |
$24,675 |
|
| $ - | $ - |
$24,675 |
$24,675 |
December 31, 2022:None.
-
E. Valuation techniques of financial instruments valued at fair value
-
(a) The fair value of financial assets and liabilities traded in an active market is based on the quoted market prices. The quotation, which is published by the main exchange center or that which was deemed to be a public bond by the Treasury Bureau of Center Bank, is included in the fair value of the listed securities instruments and the debt instruments in active markets with open bid.
A financial instrument is regarded as the quoted price in an active market if the quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service or regulatory agency; and if those prices represent the actual and regularly occurring market transactions on an arm’s length basis. Otherwise, the market is deemed to be inactive. Normally, a market is considered to be inactive when the bid-ask spread is increasing; or the bid-ask spread varies significantly; or there has been a significant decline in trading volume.
-
313 -
-
(b) Except for the above-mentioned financial instruments traded in an active market, the fair value is based on the valuation techniques or the quotation from the counterparty. The fair value refers to the current fair value of the other financial instruments with similar conditions and characteristics, using a discounted cash flow analysis or other valuation techniques, such as calculations of using models, based on the information acquired from the market at the balance sheet date.
-
When the financial instrument of the Company is not traded in an active market, the fair value is determined based on the ratio of the quoted market price of the comparative company, its book value per share and its operating situation. Also, the fair value is discounted for its lack of liquidity in the market.
-
The assets measured by the fair value of the third level of the fair value hierarchy of the Company are used to measure the significant unobservable inputs of fair value.
December 31, 2023:
[Evaluation ] Check the[Input value and fair value ] Item interval technology input value relationship Financial assets at fair Market Lack of 18.71% The higher the degree of value through other Approach liquidity lack of liquidity, the comprehensive income discount rate lower the fair value or loss estimate
December 31, 2022: None
-
F. Transfer between Level 1 and Level 2: None.
-
G. Changes in level 3 instruments as for the years ended December 31, 2023 and 2022:
| Item Beginning balance Addition Recognized in other comprehensive income Ending balance |
Investment in unquoted financial instruments |
Investment in unquoted financial instruments |
|---|---|---|
| Year Ended December 31 | ||
| 2023 $ - 20,000 4,675 $24,675 |
2022 | |
| $ - - - |
||
| $ - |
- H. Valuation process for Level 3 fair value measurement:
Valuation process regarding fair value Level 3 is conducted by the Company finance department, by which the independence of fair value of financial instruments is verified though use of independent data source in order to make the valuation results close to market conditions. Such valuation results are regularly reviewed so as to ensure their reasonableness.
-
(4) Transfer of financial assets: None.
-
(5) Offset of financial assets and liabilities: None.
-
314 -
13. SUPPLEMENTARY DISCLOSURES
-
(1) Significant transactions information
-
A. Financings provided: Table 1
-
B. Endorsement/guarantee provided: Table 2
-
C. Marketable securities held: Table 3
-
D. Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital: Table 4
-
E. Acquisition of individual real estate properties at costs of at least NT$300 million or 20% of the paid-in capital: None
-
F. Disposal of individual real estate properties at prices of at least NT$300 million or 20% of the paid-in capital: None
-
G. Total purchases from or sales to related parties of at least NT$100 million or 20% of the paid-in capital: Table 5
-
H. Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: Table 6
-
I. Information about the derivative financial instruments transaction: None.
-
(2) Information on investees: Table 7
-
(3) Information on investments in Mainland China: Table 8
-
(4) Information on major shareholders (including name of the shareholders with shareholding above 5%, shares held and shareholding ratio): Table 9
-
315 -
Table 1
SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD.
LOANS PROVIDED TO OTHER PARTIES
DECEMBER 31, 2023
| (Amounts in Thousands of New Taiwan Dollars and Foreign Currencies) Transaction Amounts Reason for Financing Allowance for Bad Debt Collateral Financing Limits for Each Borrowing Company (Note 1) Financing Company’s Total Financing Amount Limits (Note 2) Item Value - Operating capital - - - 185,645 371,290 |
(Amounts in Thousands of New Taiwan Dollars and Foreign Currencies) Transaction Amounts Reason for Financing Allowance for Bad Debt Collateral Financing Limits for Each Borrowing Company (Note 1) Financing Company’s Total Financing Amount Limits (Note 2) Item Value - Operating capital - - - 185,645 371,290 |
(Amounts in Thousands of New Taiwan Dollars and Foreign Currencies) Transaction Amounts Reason for Financing Allowance for Bad Debt Collateral Financing Limits for Each Borrowing Company (Note 1) Financing Company’s Total Financing Amount Limits (Note 2) Item Value - Operating capital - - - 185,645 371,290 |
(Amounts in Thousands of New Taiwan Dollars and Foreign Currencies) Transaction Amounts Reason for Financing Allowance for Bad Debt Collateral Financing Limits for Each Borrowing Company (Note 1) Financing Company’s Total Financing Amount Limits (Note 2) Item Value - Operating capital - - - 185,645 371,290 |
(Amounts in Thousands of New Taiwan Dollars and Foreign Currencies) Transaction Amounts Reason for Financing Allowance for Bad Debt Collateral Financing Limits for Each Borrowing Company (Note 1) Financing Company’s Total Financing Amount Limits (Note 2) Item Value - Operating capital - - - 185,645 371,290 |
(Amounts in Thousands of New Taiwan Dollars and Foreign Currencies) Transaction Amounts Reason for Financing Allowance for Bad Debt Collateral Financing Limits for Each Borrowing Company (Note 1) Financing Company’s Total Financing Amount Limits (Note 2) Item Value - Operating capital - - - 185,645 371,290 |
(Amounts in Thousands of New Taiwan Dollars and Foreign Currencies) Transaction Amounts Reason for Financing Allowance for Bad Debt Collateral Financing Limits for Each Borrowing Company (Note 1) Financing Company’s Total Financing Amount Limits (Note 2) Item Value - Operating capital - - - 185,645 371,290 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. | Financing Company |
Counter-party | Financial Statement Account |
Related Party |
Maximum Balance for the Period |
Ending Balance (Note 4) |
Amount Actually Drawn |
Interest Rate |
Nature for Financing (Note 3) |
Transaction Amounts |
Reason for Financing |
Allowance for Bad Debt |
Collateral |
Financing Limits for Each Borrowing Company (Note 1) |
Financing Company’s Total Financing Amount Limits (Note 2) |
|
| Item | Value | |||||||||||||||
| 1 | Sunon Electronic (Kunshan) Co.,Ltd. |
Suzhou Shengyixing Heat Transfer Technology Co., Ltd. |
Other receivables - related parties |
Yes | 13,006 (RMB3,000) |
- |
- |
- |
2 |
- | Operating capital |
- | - |
- |
185,645 |
371,290 |
Note 1: Financing limits for each borrowing company:
- (1) For trading partner:
Shall not be higher than the purchase or sales amount of the most recent year.
- (2) For short-term financing:
Shall not exceed 10% of the Company’s net worth.
Note 2: The maximum balance of financing activitives:
- (1) For trading partner
:
Shall not exceed 20% of the Company’s net worth
- (2) For short-term financing:
Shall not exceed 20% of the Company’s net worth
- (3) The policy for loans granted mutually between overseas subsidiaries of which the Company directly or indirectly holds 100% of their voting shares is as follows:
。 The maximum amount for total loan for individual enterprise shall not exceed 50% of its net worth.
Note 3: The code represents the nature of financing activities as follows:
-
(1) Related to trading partner is “1”.
-
(2) Short-term financing is “2”.
Note 4: The maximum amount was approved by the Board of Directors’ meeting.
- 316 -
Table 2
SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD.
ENDORSEMENTS/GUARANTEES PROVIDED
DECEMBER 31, 2023
(Amounts in Thousands of New Taiwan Dollars and Foreign Currencies)
| No. (Note 1) |
Endorser | Endorsee | Endorsee | Endorsement Limit for a Single Entity (Note 3) |
Highest Balance During the Period |
Ending Balance |
Actual Amount Drawn |
Balance Secured by Collaterals |
Ratio of Accumulated Amount to Net Worth of the Company |
Maximum Amount of Endorsement (Note 4) |
Provision of Endorsements by Parent Company to Subsidiary |
Provision of Endorsements by Subsidiary to Parent Company |
Provision of Endorsements to the Party in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company Name |
Relationship (Note 2) |
||||||||||||
| 0 | Sunonwealth Electric Machine Industry Co., Ltd. |
Sunon Electronic (Kunshan) Co., Ltd. |
2 | 2,165,618 | NTD 270,934 (USD 6,000; RMB 20,000) |
NTD 270,934 (USD 6,000; RMB 20,000) |
- |
- | 3.75% | 3,609,364 |
Y |
N | Y |
| 0 | Sunonwealth Electric Machine Industry Co., Ltd. |
Sunon Electronic (Bei Hai) Co., Ltd. |
2 | 2,165,618 | NTD 652,041 (USD 17,000; RMB 30,000) |
NTD 652,041 (USD 17,000; RMB 30,000) |
NTD 63,077 (RMB 14,550) |
- |
9.03% | 3,609,364 |
Y |
N | Y |
| 0 | Sunonwealth Electric Machine Industry Co., Ltd. |
Bei hai Li Zhun Electronic Co., Ltd. |
2 | 2,165,618 | NTD 86,704 (RMB 20,000) |
NTD 86,704 (RMB 20,000) |
- |
- | 1.20% | 3,609,364 |
Y |
N | Y |
1 |
Sunon Electronic (Bei Hai) Co.,Ltd. |
Bei hai Li Zhun Electronic Co.,Ltd. |
1 | 178,504 | NTD 43,352 (RMB 10,000) |
NTD 43,352 (RMB 10,000) |
- |
- | 4.86% | 446,259 |
N |
N | Y |
| 2 | Sunon Electronic (Kunshan) Co.,Ltd. |
Sunon Electronic (Bei Hai) Co.,Ltd. |
1 | 371,291 | NTD 216,760 (RMB 50,000) |
NTD 216,760 (RMB 50,000) |
NTD 43,352 (RMB 10,000) |
- |
11.68% | 928,227 |
N |
N | Y |
| 2 | Sunon Electronic (Kunshan) Co.,Ltd. |
Bei hai Li Zhun Electronic Co.,Ltd. |
1 | 371,291 | NTD 130,056 (RMB 30,000) |
NTD 130,056 (RMB 30,000) |
NTD 78,034 (RMB 18,000) |
- |
7.01% | 928,227 |
N |
N | Y |
- 317 -
Note 1: The description of the number column is as follows:
-
(1) The issuer is represented in 0.
-
(2) The investee company is numbered sequentially from Arabic numeral 1.
Note 2: The following code represents the relationship with the Company :
-
Trading partner.
-
Majority owned subsidiary
-
The Company direct and indirect owns over 50% ownership of the investee company.
-
A subsidiary jointly owned over 90% by the Company.
-
Guaranteed by the Company according to the construction contract.
-
An investee company. The guarantees were provided based on the Company's proportionate share in the investee company.
-
Joint and several guaranteed by the Company according to the pre-construction contract under Consumer protection Act.
Note 3: Endorsements/guarantees provided by the Company to a single enterprise and a single foreign affiliate shall not exceed 20% and 30% of the Company’s net worth, respectively.
Note 4: The maximum amount of the endorsements/guarantees provided by the Company shall not exceed 50% of the Company’s net worth. Note 5: Sunonwealth Electric Machine Industry Co., Ltd. endorsed Sunon Electronic (Kunshan) Co., Ltd. and Bei hai Li Zhun Electronic Co., Ltd. to guarantee a shared quota of NTD86,704 thousand (RMB20,000 thousand).
- 318 -
Table 3
SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD.
MARKETABLE SECURITIES HELD
DECEMBER 31, 2023
| (Amounts in Thousands of New Taiwan Dollars) | (Amounts in Thousands of New Taiwan Dollars) | (Amounts in Thousands of New Taiwan Dollars) | (Amounts in Thousands of New Taiwan Dollars) | |||||
|---|---|---|---|---|---|---|---|---|
| Investor | Type and Name of Securities | Relationship with the Issuer | General Ledger Account |
Endingbalance | Remarks | |||
| Number of Shares (in thousands) |
Carrying Value |
Percentage of Ownership |
Fair Value | |||||
| Sunon wealth Electric Machine Industry Co., Ltd. |
Stock–TECHNOLOGY ON PROTOTYPING ULTIMATE CO., LTD. |
None | Financial assets at fair value through other comprehensive income or loss |
870 | 24,675 | 15.7% |
24,675 | |
| Sunon Electronic (Kunshan) Co., Ltd. |
Stock–ACP HEAT TRANSFER TECH WUXI CO LTD |
None | Financial assets at fair value through other comprehensive income or loss |
- |
2,556 | 10.0% |
2,556 |
- 319 -
Table 4
SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD.
MARKETABLE SECURITIES ACQUIRED AND DISPOSED OF AT COSTS OR PRICES OF AT LEAST
NT$300 MILLION OR 20% OF THE PAID-IN CAPITAL
DECEMBER 31, 2023
| NT$300 | MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2023 |
MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2023 |
MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2023 |
MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2023 |
MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2023 |
MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2023 |
MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2023 |
MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2023 |
MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2023 |
MILLION OR 20% OF THE PAID-IN CAPITAL DECEMBER 31, 2023 |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts in Thousands of New Taiwan Dollars and Foreign Currencies) | ||||||||||||||
| Company Name |
Marketable Securities Type and Name |
Financial Statement Account |
Counter-party | Relationship with the Investor |
Beginning Balance | Addition (Note) | Disposal | Ending Balance | ||||||
| Shares | Amount |
Shares | Amount |
Shares | Selling Price |
Carrying Value |
Gain (loss) on Disposal |
Shares | Amount |
|||||
| Sunon Electronic (Bei Hai) Co., Ltd. |
AMHQLXTT | Financial assets at fair value through profit or loss |
Bank of China | None |
- | 176,426 (RMB 40,011) |
- |
115,578 (RMB 25,989) |
- |
293,114 (RMB 66,251) |
292,004 (RMB 66,000) |
1,110 (RMB 251) |
- |
- |
| Bei Hai Li Zhan Electronics Co., Ltd. |
AMHQLXTT | Financial assets at fair value through profit or loss |
Bank of China | None |
- | 35,401 (RMB 8,029) |
- |
539,758 (RMB121,971) |
- |
575,854 (RMB130,157) |
575,159 (RMB130,000) |
695 (RMB 157) |
- |
- |
(Note): Including current purchase of $654,797 thousand, net profit of financial assets at fair value through profit or loss of ($177) thousand and the exchange rate impact of $716 thousand.
- 320 -
Table 5
SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD.
TOTAL PURCHASES FROM OR SALES TO RELATED PARTIES OF AT LEAST
NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL
DECEMBER 31, 2023
(Amounts in Thousands of New Taiwan Dollars)
| Company Name Related Party |
Company Name Related Party |
Nature of Relationships |
Transaction Details | Transaction Details | Transaction Details | Abnormal Transaction | Abnormal Transaction | (Notes/Accounts Payable) Or Receivable |
(Notes/Accounts Payable) Or Receivable |
Remarks |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ Sales |
Amount | % to Total |
Payment Terms | Unit Price | Payment Terms |
Ending Balance |
% to Total |
||||
| Sunonwealth Electric Machine Industry Co., Ltd. |
Sunon Electronic (Bei Hai)Co.,Ltd. |
Subsidiary | Sales | 698,603 | 7.25% |
3 to 4 months | - | - | 563,465 | 21.02% |
|
| Sunon SAS | Subsidiary | Sales | 342,258 | 3.55% |
2 to 3 months | - | - | 158,128 | 5.90% |
||
| Sunon INC | Subsidiary | Sales | 272,608 | 2.83% |
2 to 3 months | - | - | 48,127 | 1.80% |
||
| Sunon Electronic (Kunshan) Co.,Ltd. |
Sunonwealth Electric Machine Industry Co., Ltd. |
Parent | Sales | 2,147,292 | 43.04% |
2 to 3 months | - | - | 504,101 | 36.15% |
|
| Sunon Electronics (Bei Hai) Co.,Ltd. |
Sunonwealth Electric Machine Industry Co., Ltd. |
Parent | Sales | 4,792,890 | 98.75% |
2 to 3 months | - | - | 1,124,448 | 98.49% |
|
| Beihai Li Zhun Electronics Co., Ltd. |
Sunon Electronic (Kunshan) Co., Ltd. |
The ultimate parent company |
Sales | 691,047 | 43.55% |
2 to 3 months | - | - | 268,192 | 55.34% |
|
| SUNON ELECTRONICS PHILIPPINES CORP. |
Sunonwealth Electric Machine Industry Co., Ltd. |
Parent | Sales | 110,762 | 100.00% |
2 to 3 months | - | - | 29,774 | 100.00% |
- 321 -
Table 6
SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD.
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITAL
DECEMBER 31, 2023
| (Amounts in Thousands of New Taiwan Dollar and Foreign Currencies) | (Amounts in Thousands of New Taiwan Dollar and Foreign Currencies) | (Amounts in Thousands of New Taiwan Dollar and Foreign Currencies) | (Amounts in Thousands of New Taiwan Dollar and Foreign Currencies) | (Amounts in Thousands of New Taiwan Dollar and Foreign Currencies) | ||||
|---|---|---|---|---|---|---|---|---|
| Company Name | Related Party | Nature of Relationships |
Ending Balance | Turnover | Overdue | Amounts Received in Subsequent Period (Note) |
Allowance for Bad Debts |
|
| Amount | Action Taken | |||||||
| Sunonwealth Electric Machine Industry Co., Ltd. |
SUNON SAS |
Subsidiary | 158,128 | 1.71 | - | - | NTD 89,680 | - |
| Sunson Electronic (Bei Hai) Co., Ltd. |
Subsidiary |
563,465 | 2.63 | - | - | NTD 243,918 | - | |
| Sunon Electronic (Kunshan) Co., Ltd. |
Sunonwealth Electric Machine Industry Co., Ltd. |
Parent |
NTD 504,101 (RMB 116,281) |
3.45 | - | - | NTD 344,812 (RMB 79,538) |
- |
| Sunon Electronic (Bei Hai) Co., Ltd. |
Sunonwealth Electric Machine Industry Co., Ltd. |
Parent |
NTD 1,124,448 (RMB 259,376) |
5.98 | - | - | NTD 746,237 (RMB 172,134) |
- |
| Beihai Li Zhun Electronics Co., Ltd. |
Sunon Electronic (Kunshan) Co., Ltd. |
The ultimate parent company |
NTD 268,192 (RMB 61,864) |
2.96 | - | - | NTD 130,071 (RMB 30,003) |
- |
Note: Amounts collected as of March 7, 2024.
- 322 -
Table 7
SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD.
NAMES, LOCATIONS AND OTHER INFORMATION OF INVESTEE COMPANIES (EXCLUDING INVESTEE IN MAINLAND)
DECEMBER 31, 2023
| DECEMBER 31, 2023 | DECEMBER 31, 2023 | DECEMBER 31, 2023 | DECEMBER 31, 2023 | DECEMBER 31, 2023 | DECEMBER 31, 2023 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (Amounts in Thousands of New Taiwan Dollars | and Foreign Currencies) | ||||||||||
| Investor Company |
Investee Company | Location | Main Businesses and Products |
Original Investment Amount | Balance a | s of December 31,2023 | Net Income (Loss) of the Investee |
Share of Profit/Loss of Investee |
Remark | ||
| As of December 31, 2023 |
As of December 31, 2022 |
Shares (In Thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| Sunonwealth Electric Machine Industry Co., Ltd. |
Successful Century Co., Ltd. |
British Virgin Islands |
Investments | 1,136,933 | 1,136,933 |
33,880 |
100.00% | 1,777,566 |
439,855 | 437,653 | - |
| BVI Sunon International Limited |
British Virgin Islands |
Investments | 592,197 | 654,017 |
- |
100.00% | 1,138,249 |
518,557 | 505,875 | - | |
| Sunon INC | USA | Manufacturing and sales of fans |
49,140 | 49,140 |
150 |
100.00% | 203,066 |
47,468 | 43,272 | - | |
| Sunon SAS | France | Manufacturing and sales of fans |
16,127 | 16,127 |
50 |
100.00% | 78,976 |
15,000 | 13,094 | - | |
| Sunonwealth Electric Machine Ind.(H.K.) Ltd. |
Hong Kong | Manufacturing and sales of fans |
3,428 | 3,428 |
800 |
99.99% | 1,861 |
(38) | (38) | - | |
| Sunon Corporation | Japan | Manufacturing and sales of fans |
4,470 | 4,470 |
4 |
100.00% | 1,651 |
(65) | (65) | - | |
| Sunon Electronics India Private Limited |
India | Manufacturing and sales of fans |
4,880 | 4,880 |
1,100 |
99.99% | 4,306 |
516 | 516 | - | |
| Sunon Electronics Philippines Corp. |
Philippines | Manufacturing and sales of fans |
325,108 | 139,338 |
5,773 |
99.99% | 210,577 |
(67,546) | (67,546) | - | |
| Sunon Properties Philippines Corp. |
Philippines | Real estate development and investment |
461,445 | 430,000 |
7,630 |
99.99% | 397,493 |
(7,272) | (7,272) | - | |
| Total | 3,813,745 | 946,475 | 925,489 |
- 323 -
| Investor Company |
Investee Company | Location | Main Businesses and Products |
Original Investment Amount | Original Investment Amount | Balance | as of December 31, 2022 | as of December 31, 2022 | Net Income (Loss) of the Investee |
Share of Profit/Loss of Investee |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|
As of December 31, 2023 |
As of December 31, 2022 |
Shares (In Thousands) |
Percentage of Ownership |
Carrying Value |
|||||||
| Successful Century Co., Ltd. |
Sunon Electronic (Kunshan) Co., Ltd. |
China | Manufacturing and selling of fans |
USD 34,431 | USD 34,431 |
- |
100.00% | USD 60,461 |
USD 14,109 |
USD 14,109 |
- |
| Sunon Electronic (Kunshan) Co., Ltd. |
Suzhou Shengyixing Heat Transfer Technology Co., Ltd. |
China |
Manufacturing and selling of cooling equipment |
RMB 6,188 | RMB 3,000 |
- |
49.00% | RMB 4,837 |
RMB 1,805 |
RMB 334 |
- |
| Beihai Li Zhun Electronics Co., Ltd. |
China |
Manufacturing and selling of fans |
RMB 20,000 | RMB 20,000 |
- |
33.33% | RMB 40,628 |
RMB 54,062 |
RMB 18,021 |
- |
|
| BVI Sunon International Limited |
Sunon Electronic (Foshan)Co.,Ltd. |
China | General investment and trade |
RMB 20,298 | RMB 35,911 |
- |
100.00% | RMB 84,891 |
RMB 35,649 |
RMB 35,649 |
- |
| Sunon Electronic (Bei Hai) Co., Ltd. |
China | Manufacturing and selling of new type electronicparts |
RMB 63,732 | RMB 63,732 |
- |
100.00% | RMB 205,877 |
RMB 81,598 |
RMB 81,598 |
- |
|
| SunonElectronic (Foshan) Co., Ltd. |
Beihai Li Zhun Electronics Co., Ltd. |
China |
Manufacturing and selling of fans |
RMB 40,000 | RMB 40,000 |
- |
66.67% | RMB 81,256 |
RMB 54,062 |
RMB 36,041 |
- |
| Sunon SAS | Sunon Deutschland GmbH |
Germany | Sales of fans | EUR 25 | EUR 25 |
- |
100.00% | EUR 95 |
EUR 79 |
EUR 79 |
- |
- 324 -
Table 8
SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD.
INFORMATION ON INVESTMENT IN MAINLAND CHINA
DECEMBER 31, 2023
(1) Mainland Investment Information:
(Amounts in Thousands of New Taiwan Dollars and Foreign Currencies)
| Investee Company | Main Businesses and Products |
Total Amount of Paid-in Capital |
Method of Investment (Note 1) |
Accumulated Outflow of Investment from Taiwan as of January 1, 2023 |
Investment Flows | Investment Flows | Accumulated Outflow of Investment from Taiwan as of December 31, 2023 |
Net Income (Loss) of the Investee Company |
Percentage of Ownership |
Share of Profit/Loss (Note 2) |
Carrying Amount as of December 31, 2023 |
Accumulated Inward Remittance of Earnings as of December 31, 2023 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outflow | Inflow | |||||||||||
| Sunon Electronic (Kunshan) Co., Ltd. |
Manufacturing and selling of fans |
NTD 1,148,456 (USD 34,431) (Note 6) |
(2) |
NTD 1,136,673 (USD 33,880) |
- |
- | NTD 1,136,673 (USD 33,880) |
NTD 439,890 (USD 14,109) |
100% |
NTD 439,890 (USD 14,109) (2).B |
NTD 1,856,455 (USD 60,461) |
NTD 758,091 (USD 25,740) |
| Sunon Electronic (Foshan) Co., Ltd. |
General investment and trade |
NTD 84,089 (USD 2,600) (Note 7) |
(2) |
NTD 298,898 (USD 9,180) |
- |
NTD 61,820 (USD 2,000) |
NTD 237,078 (USD 7,180) |
NTD 157,723 (RMB 35,649) |
100% |
NTD 157,723 (RMB 35,649) (2).B |
NTD 368,018 (RMB 84,891) |
NTD 751,056 (USD 25,095) |
| Sunon Electronic (Bei Hai) Co., Ltd. |
Manufacturing and selling of new type electronic parts |
NTD 293,115 (USD 10,000) |
(2) |
NTD 293,115 (USD 10,000) |
- |
- | NTD 293,115 (USD 10,000) |
NTD 361,012 (RMB 81,598) |
100% |
NTD 361,012 (RMB 81,598) (2).B |
NTD 892,518 (RMB 205,877) |
NTD 1,052,650 (USD 34,825) |
| Suzhou Shengyixing Heat Transfer Technology Co., Ltd. |
Manufacturing and selling of cooling equipment |
NTD 51,983 (RMB 12,000) |
(3) |
- (Note 5) |
- | - | - (Note 5) |
NTD 7,986 (RMB 1,805) |
49% |
NTD 1,476 (RMB 334) (2).A |
NTD 20,968 (RMB 4,837) |
- |
| Beihai Li Zhun Electronics Co., Ltd. |
Manufacturing and selling of fans |
NTD 265,311 (RMB 60,000) |
(3) |
- (Note 8) |
- | - | - (Note 8) |
NTD 239,188 (RMB 54,062) |
100% |
NTD 239,188 (RMB 54,062) (2).B |
NTD 528,389 (RMB 121,884) |
- |
| Accumulated Investment in Mainland China as of December 31, 2023 |
Investment Amounts Authorized by Investment Commission, MOEA |
Upper Limit on Investment | ||||||||||
| NTD 1,136,673 (USD 33,880) NTD 237,078 (USD 7,180) NTD 293,115(USD 10,000) |
USD 34,000 USD 8,000 USD 10,000 |
(Note 4) |
- 325 -
Note : Gain and loss on investment are translated using average exchange rates for the year ended December 31, 2023 (USD:NTD 1:31.177; CYN:NTD
-
1:4.4243). Additions and ending balance are translated using the exchange rates as at December 31, 2023 (USD:NTD 1:30.705; CYN:NTD 1:4.3352)
-
Note 1: The investment methods are divided into the following three types:
-
(1) Investing directly to the Mainland China;
-
(2) Reinvesting in the Mainland China through third-region companies (please refer to Table 7);
-
(3) Others.
Note 2: In the current period, the investment profit and loss column is recognized:
- (1) If during incorporation with no investment income or loss, it should be indicated;
- (2) The basis for recognition of investment gains and losses divided into the following three types, which should be indicated:
- A. Audited financial statements by international accounting firms with cooperation relationship with accounting firms in the Republic of China.
- B. Audited financial statements by parent company’s auditors.
- C. Others.
-
Note 3: The relevant figures in this form should be listed in New Taiwan Dollars.
-
(2)The Company’s major transactions during year 2023 directly or indirectly through the third place and the mainland invested company are listed as follows: 1. Loans provided with mainland investment company: refer to Table 1 attached in Note 13.
-
Endorsements / guarantees with mainland investment company: refer to Table 2 attached in Note 13.
-
Significant transactions with mainland investment company: refer to Table 5 and Table 6 attached in Note 13.
-
Note 4: Enterprises approved by the Ministry of Economic Affairs as the operational headquarters are not subject to the amount or proportion. Note 5: It is invested by Sunon Electronic (Kunshan) Co., Ltd.
-
Note 6: The Board of Directors of Sunon Electronic (Kunshan) Co., Ltd., resolved on March 15, 2021 to increase capital out of retained earnings for USD 431 thousand, and completed registration on March 25, 2021.
-
Note 7: The Board’s of directors of Sunon Electronic (Foshan) Co., Ltd. approved in January 2021 to reduce capital by cash return for USD 13,660 thousand. Issued capital after capital reduction was USD 10,000 thousand. Company registration was completed. The Board of directors of Sunon Electronic (Foshan) Co., Ltd. approved in March 9, 2022 to reduce capital to offset accumulated deficits for USD 5,400 thousand. Issued capital after capital reduction was USD 4,600 thousand. Company registration was completed. The Board’s of directors of Sunon Electronic (Foshan) Co.,LTD. Approved in June 2023 to reduce capital by cash return for USD 2,000 thousand. Issued capital after redaction was USD 2,600 thousand.Company registration was completed.
-
Note 8: It is invested by Sunon Electronic (Foshan) Co., Ltd. and Sunon Electronic (Kunshan) Co., Ltd.
-
326 -
Table 9
SUNONWEALTH ELECTRIC MACHINE INDUSTRY CO., LTD.
INFORMATION ON MAJOR SHAREHOLDERS
DECEMBER 31, 2023
| (Unit: share) | (Unit: share) | |
|---|---|---|
| Shares Name of Major Shareholder |
Number of Shares | Percentage of Ownership (%) |
| Yo Yuan Investment Corporation | 14,825,000 | 5.42% |
| Fu-Ing Hong Chen | 14,725,000 | 5.38% |
Note: The information of major shareholders is based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (included treasury shares) by the Company as of December 31, 2023. The share capital in consolidated financial report may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.
- 327 -
14. SEGMENT INFORMATION
The Company has provided the operating segments disclosure in the consolidated financial statements.
-
328 -
-
VI. Impact on the Company's financial status due to financial difficulties experienced by the company and its affiliated companies in the most recent year and as of the publication date of the Annual Report: None.
-
329 -
G. Review, Analysis, and Risks of Financial Conditions and Performance
I. Financial conditions
Main reasons and impact of any material change in the Company's assets, liabilities, or shareholders' equity during the past two years; in the case of material impact, describe future response plans
Unit: thousand NT$; %
| Year Item |
December 31, 2022 | December 31, 2023 | Change (amount) |
Percentage of change % |
|---|---|---|---|---|
| Current assets | 9,025,590 | 9,576,060 | 550,470 | 6.10 |
| Property, plant and equipment |
2,273,414 | 2,171,464 | -101,950 | -4.48 |
| Intangible assets | 27,053 | 23,956 | -3,097 | -11.45 |
| Non-current assets | 3,166,379 | 3,038,671 | -127,708 | -4.03 |
| Total assets | 12,191,969 | 12,614,731 | 422,762 | 3.47 |
| Current liabilities | 6,322,715 | 4,720,730 | -1,601,985 | -25.34 |
| Non-current liabilities | 666,777 | 675,273 | 8,496 | 1.27 |
| Total liabilities | 6,989,492 | 5,396,003 | -1,593,489 | -22.80 |
| Share capital | 2,509,297 | 2,734,437 | 225,140 | 8.97 |
| Capital surplus | 366,903 | 1,518,788 | 1,158,885 | 313.95 |
| Retained earnings (Note) |
2,584,034 | 3,265,688 | 681,654 | 26.38 |
| Other equity | -257,757 | -300,185 | 42,428 | 16.46 |
| Total equity | 5,202,477 | 7,218,728 | 2,016,251 | 38.76 |
| Where the change is 20%, the reasons shall be analyzed as follows: 1.The decrease in current liabilities and total liabilities was due to the repayment of bank loans from issuing convertible corporate bonds. 2. The increase in capital surplus was due to the conversion premium for the convertible corporate bonds issued. 3. The increase in retained earnings and total equity were due to changes in the product sales mix, where the proportion of high-margin products sold increased. |
Note: Retained earnings include statutory surplus reserves, special reserve, and undistributed earnings.
- 330 -
II. Financial performance
Indicate the main reasons for any material changes to the operating income, net profit, and net profit before tax as well as the expected sales and its basis, and the possible impact on the Company's future financial operations and response plans
- (I) Main reasons and impact of any material change in the company's operating income, net profit, and net profit before tax in the last two years
Unit: thousand NT$; %
| Year Item |
2022 | 2023 | Change (amount) |
Percentage of change% |
|---|---|---|---|---|
| Net revenue Operating costs Gross profit Operating expenses Operating net profit Non-operating income and expenses Net income before tax Income tax expenses Current period net profit Other comprehensive income Total comprehensive income of the period Comprehensive income attributable to net profit of owners of parent company |
14,063,308 10,892,350 3,170,958 2,049,074 1,121,884 303,993 1,425,877 336,782 1,089,095 47,713 1,136,808 1,136,808 |
12,914,685 9,313,327 3,601,358 2,070,983 1,530,375 221,213 1,751,588 417,654 1,333,934 -42,291 1,291,643 1,291,643 |
-1,148,623 -1,579,023 430,400 21,909 408,491 -82,780 325,711 80,872 244,839 -90,004 154,835 154,835 |
-8.17 -14.50 13.57 1.07 36.41 -27.23 22.84 24.01 22.48 -188.64 13.62 13.62 |
| Analysis and description for items with changes of over 20% are as follows: 1. The increase in net operating profit was due to changes in the product sales mix, where the proportion of high-margin products sold increased. 2. Total non-operating income and expenses increased due to an increase in US dollar deposit interest rates, resulting in increased interest income from US dollar deposits. 3. The increase in pre-tax net profit, income tax expenses, and net profit for the current period was due to an increase in gross profit, leading to an increase in profit, income tax expenses, and other related items. 4. The decrease in other comprehensive income was caused by the decrease in the foreign exchange differences in the conversion of financial statements for foreign operations. |
- (II) Expected sales and its basis, and the possible impact on the Company's future financial operations
For more information on expected sales and its basis, please refer to the Letter to Shareholders on page 1 for an overview of the Business Plan of this year. If the expected sales volume is reached, it would generate positive effects on the Company's finance and business.
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III. Cash flow
(I) Analysis and explanation on the change in cash flow in the most recent year and improvement plans for insufficient liquidity
Unit: %
| Unit: % | |||
|---|---|---|---|
| Year Item |
2022 | 2023 | Change (%) |
| Cash flowratio | 34.13 | 46.07 | 34.98% |
| Cash flowadequacyratio | 96.74 | 123.21 | 27.36% |
| Cash reinvestment ratio | 30.60 | 18.33 | -40.10% |
| The analyses for items with changes of over 20% are as follows: The increase in cash flow ratio was due to a decrease in current liabilities as a result of repayments of bank loans. The increase in cash flow adequacy ratio was due to an increase in net cash flow from operating activities. The decrease in the cash reinvestment ratio was due to an increase in working capital as a result of increasedgrossprofits. |
(II) Cash flow analysis for the coming year
Unit: thousand NT$
| Unit:thousand NT$ | Unit:thousand NT$ | |||||
|---|---|---|---|---|---|---|
| Cash balance, beginning |
Cash flow from operating activities |
Cash flow from investing activities |
Cash flow from financing activities |
Estimated cash surplus (deficit) |
Estimated remedial measures for cash inadequacy |
|
| Investment plans |
Financing plans |
|||||
| 4,030,886 | 1,500,000 | -1,067,000 | -457,053 | 4,006,833 | - | - |
| 1. The estimated cash flow changes in 2024 are analyzed as follows: (1) Operating activities: The Company expects the net profit before tax in the following year to increase compared to the previous year and net changes in operating assets and liabilities related to business activities to generate cash inflow. We expect net cash inflow of approximately NT$1,500,000 thousand. (2) Investing activities: The Company expects to invest NT$167,000 thousand as part of our strategic collaborations, a cash outflow of NT$300,000 thousand for regular equipment updates, and to invest NT$600,000 thousand into the construction of the new Philippines plant, resulting in a total cash outflow of approximately NT$1,067,000. (3) Financing activities:Pay cash dividends totaling NT$957,053 thousand, and raise NT$500,000 thousand in loans, which will lead to a cash outflow of approximately NT$457,053 thousand. 2. The expected cash balance is NT$4,006,833 thousand and there are no instances of cash inadequacy. |
(1) Operating activities: The Company expects the net profit before tax in the following year to increase compared to the previous year and net changes in operating assets and liabilities related to business activities to generate cash inflow. We expect net cash inflow of approximately NT$1,500,000 thousand.
(2) Investing activities: The Company expects to invest NT$167,000 thousand as part of our strategic collaborations, a cash outflow of NT$300,000 thousand for regular equipment updates, and to invest NT$600,000 thousand into the construction of the new Philippines plant, resulting in a total cash outflow of approximately NT$1,067,000. (3) Financing activities:Pay cash dividends totaling NT$957,053 thousand, and raise NT$500,000 thousand in loans, which will lead to a cash outflow of approximately NT$457,053 thousand. 2. The expected cash balance is NT$4,006,833 thousand and there are no instances of cash inadequacy.
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IV. The effects that significant capital expenditures have on financial operations in the recent year
To disperse the risks of concentrated production and reduce operating cost in the wake of the trade war between China and the United States, the Company's Board of Directors resolved in the meeting on November 1, 2019 to invest US$20,000,000 in the establishment of SUNON Properties Philippines Corp. and invest US$5,000,000 in the establishment of SUNON Electronics Philippines Corp. SUNON Properties Philippines Corp. will own the land and plant in the Philippines and SUNON Electronics Philippines Corp. will engage in product manufacturing. The Company shall reduce the dividends distribution ratio and obtain medium to long-term loans for the investment. The Company's financial structure remains robust after the financing. The new plant in the Philippines commenced mass production and shipments in 2022 Q4. In 2023, the Company shall increase its capital by US$7,000,000 in order to expand production capacity and to plan for the building of new plant facilities The investment company described above shall be financed by a moderate reduction to the dividend distribution ratio and by obtaining medium to long-term loans. In 2023, the Company issued NT$1,200,000,000 in unsecured convertible corporate bonds in order to repay these loans, and all convertible bonds have already been converted that same year. The Company’s financial structure remains sound. To make up for the loss of the production capacity in Foshan Plant, the Company established Sunon Electronic (Bei Hai) Co., Ltd. in 2021 with own capital of RMB 40,000,000 from Sunonwealth Foshan Plant and RMB 20,000,000 from Sunon Electronic (Kunshan). There is no material impact on the financial structure. Sunon Electronic (Bei Hai) commenced mass production and shipments in 2022. The company achieved economies of scale in 2023, which maintained the overall production capacity of the Group, effectively reduced production costs, and generated positive effects on the Company's finance and business.
V. Investment policy in the past year, profit/loss analysis, improvement plan, and investment plan for the coming year
| Investee company | Cumulative investment amount (thousand NT$) |
Investment policy | Main reason for profits or losses |
Improvement plans |
|---|---|---|---|---|
| Sunon Electronic (Kunshan) Co., Ltd. |
USD 34,431 |
Development of cooling module products and cooperation with laptop market customers |
Recognized NT$439,890 thousand in profits from investment in 2023. Profitability increased due to the optimization of the product portfolio. |
Continue to develop niche new products, intensify vertical integration, and cooperate with customers in passive cooling components. |
- 333 -
| Investee company | Cumulative investment amount (thousand NT$) |
Investment policy | Main reason for profits or losses |
Improvement plans |
|---|---|---|---|---|
| Sunon Electronic (Foshan) Co., Ltd. |
USD 2,600 |
Provide services to customers in the Pearl Delta region. |
Recognized NT$157,723thousand in profits from investment in 2023. Recognition of profits from the investment in Sunon Electronic (Bei Hai). |
The company has transitioned into a trading company that provides services to specific customers. |
| Sunon Electronic (Bei Hai) Co., Ltd. |
USD 10,000 |
Disperse investment risks and serve as the backup or alternate base for the production base in the Pearl Delta area. |
Recognized NT$361,012thousand in profits from investment in 2023. Production efficiency increased due to the success of the economyof scale. |
Expand production scale and increase cost advantages. |
| Lizhun Electronic (Bei Hai) Co., Ltd. |
RMB 60,000 |
It made up for the loss of the production capacity in Foshan Plant and is used as a production site for domestic customers in China. |
Recognized NT$239,188 thousand in profits from investment in 2023 Production efficiency increased due to the success of the economy of scale. |
Expand production scale and increase cost advantages. |
| SUNON PROPERTIES PHILIPPINES CORP. |
NTD 461,445 |
Disperse risks by setting up production sites outside Greater China and holding landand plant |
Recognized NT$7,272 thousand in losses from investment in 2023 due to PP&E depreciation and amortization. |
Profitability can be improved after the start of production. |
| SUNON ELECTRONICS PHILIPPINES CORP. |
NTD 325,108 |
Disperse risks by setting up production sites outside Greater China and engaging in product manufacturing and sales. |
Recognized NT$67,546 thousand in losses from investment in 2023. This is due to output not yet reaching economies of scale and high fixed costs leadingto losses. |
Profitability shall be improved after production achieves economies of scale. |
Note: Cumulative investment amount that exceed 5% of paid-up capital.
The major investment plan for the following year is the construction of the new plant with investment from Sunon Properties Philippines Corp. The plant will be leased to Sunon Electronics Philippines Corp. for product manufacturing and sales.
- 334 -
VI. Risk management and evaluation
-
(I) Impact of interest rate and exchange rate changes and inflation on Company's profit and response measures
-
Changes in interest rates and response measures
-
To effectively suppress the rising inflation, the US Federal Reserve has raised
-
interest rates rapidly since 2022 and ended years of loose monetary policies. The European Union and Taiwan also followed raised interest rates, which resulted in a rapid increase in interest burdens as investees in Mainland China have always relied on loans in USD. To stimulate the stagnant economic growth rate, Mainland China has adopted a loose monetary policy by continuing to lower the reserve ratio and stimulate the economy. The subsidiaries in Mainland China therefore switched to borrowing in RMB to reduce interest expenses. The Company alternates between loans in NTD, USD, and EUR to reduce interest rates. When long-term changes are expected on the interest rate market, we use interest rate exchange contracts to lock in long-term interest rates and avoid material impact caused by interest rate fluctuations.
-
Impact of interest rates changes and response measures
In the past year, the depreciation of NTD has contributed to an increase in revenue and gross profit margin, and the depreciation of the RMB decreased operating costs and increased the gross profit margin, which benefit the Company's profitability. The Company prioritizes natural hedging policies to reduce the risks of exchange rate fluctuations. We create USD liability positions for purchases denominated in USD to automatically offset USD foreign-currency asset positions generated from sales. The natural hedging policy minimizes losses from exchange rates in the event of material foreign exchange rate fluctuations. However, we remain affected by customers' payment customs on the income end for currencies that can be used. We are affected by the place of occurrence of the costs and expenditures and we thus remain exposed to USD net assets and RMB net liabilities positions and we must continue to reduce our exposure to risks associated with these two currencies. In addition, the Company's policies also permit operations in foreign exchange derivatives to reduce risks. Where necessary, the Company can respond accordingly.
- Impact of inflation and response measures
The loose monetary policies of world governments and measures taken to stimulate economic recovery have increased market concern for inflation. Countries have increased interest rates and taken austerity and other measures to prevent further deterioration of inflation. Although inflation data have improved, they have not yet returned to safe levels and we must pay closer attention than ever before to the potential impact of inflation.
- (II) Policies, main causes of gain or loss and future response measures with respect to high-risk, high-leveraged investments, lending or endorsement guarantees, and derivatives transactions:
The Company strictly prohibits high-risk investment and high-risk operations in
- 335 -
derivatives. Based on the transactions conducted in recent years, the investment products consisted only of investments in repurchase bills with low risks. Transactions were in compliance with the Company's policies and resulted in profits. The Company's derivatives only involved foreign exchange DF and NDF investments with low risks. Transactions were in compliance with the Company's policies and resulted in profits. The Company only organizes in loans between affiliates of the Group and completely follows related regulations in all procedures to meet corporate governance requirements. In addition, the Company assisted the sub-subsidiaries companies in China, Sunon Electronic (Kunshan) Co., Ltd., Sunon Electronic (Foshan) Co., Ltd., and Sunon Electronic (Bei Hai) Co., Ltd. in obtaining bank loan credits by providing endorsement and guarantee. As the three sub-subsidiaries are wholly-controlled companies, there are no uncontrollable risks. The Company shall maintain a low-risk operation policy to respond to future risks.
Loans provided for others, endorsements and guarantees, and transactions in derivatives are processed in accordance with the Company's "Procedures for Loaning of Funds to Others", "Procedures for Making Endorsements and Guarantees", and "Procedures for Acquisition or Disposal of Assets".
(III) Future R&D programs and expected R&D investment
| Future R&Dprograms and expected R&D investment | |
|---|---|
| R&D Program Contents | Estimated R&D expenditures |
| 1. Development of fan products with higher energy efficiency and longer life 2. Development of weather-resistant energy-saving protection fans 3. Development of low-noise high-performance blades 4. Development of ultra-slim active cooling module products 5. Development of high-efficiency and reliable water-cooling systems 6. Development of high-performance AC to DC fan modules 7. Developmentof lightweight and durable products |
Annual R&D expenses will be 5% to 8% of business revenue |
- (IV) Major changes in government policies and laws at home and broad, the impact on Company finance and business, and response measures
In the recent trade war between China and the United States, the United States increased import tariffs on products directly produced and sold by China to the United States. As most of the Company's products are produced in Mainland China, a very low percentage (less than 3%) of products are included in the scope of increased tariffs. The Company takes measures to transfer the costs and transferred the cost of increased tariffs to customers. Other products were sold to other customers in Mainland China who assemble our products into other products for sales in the United States. This accounts for a larger portion of sales but as the Company's products account for a low percentage of materials used in the customers' products, the place of production of the Company's products will not affect the designation of the place of production of the customers'
- 336 -
products and we therefore do not need to relocate our production site. However, if these customers transfer production back to Taiwan or to Mexico or directly to the United States, the changes would affect the Company's logistics and warehouse storage methods and increase costs marginally. Overall, the tariffs would have little impact on the Company's finance and business and the Company has prepared response measures for all possibilities.
(V)
In addition, the Company's related units collect information on important changes to domestic and foreign policies and laws to ensure that all our finance and business activities meet local regulatory requirements and quickly adapt to changes in policies and laws. Impact of recent technological changes (including information security risks) and market changes on finance and business of the Company, and response measures
The Company has set up dedicated units to conduct research on changes in upstream and downstream sectors of the electronics industry in Taiwan and abroad. We also participate in domestic and foreign exhibitions and seminars to obtain the latest information on industry development and provide related information to R&D, sales, and management to use as reference for technology development and business strategies. The latest technology development trends are mostly favorable to the Company's development. The new Purley server platforms will increase demand for more sophisticated cooling solutions. The rise of AI, IoT, and Industry 4.0 applications will bring forth greater and more high-end cooling demand. 5G communication devices will also increase demand for cooling products. The automobile industry's demand for cooling has progressed from luxury and optional devices to standard equipment and devices for computing heat dissipation. These technological advances have increased the sophistication of cooling products and will continue to expand the market which will help power the Company's medium and long-term development. The Company shall make full use of our advantages in these technologies and our lead in the market to accelerate market expansion and widen the gap between the Company and competitors.
- (V-1) Impact of damage to the information system on the Company's business operations and the response measures
We created a system with high-availability cluster infrastructure and remote backup for the IT system to ensure uninterrupted system services. Remote backup can use high-speed Internet to backup system information to a remote server at reasonable costs. The DR faulttolerant transfer uses virtualization technology and server hardware for mutual backup. In the event of hardware damage or software system collapse, we can painlessly switch to a different server to continue operations and keep system services uninterrupted.
The Company executes various server room disaster response drills and conducts drills for disaster recovery. We restore backup data to verify the feasibility of backups and reduce the risks of system service interruptions due to unforeseen natural disasters or human errors. We also ensure that the required recovery time for system interruptions is within the set goals.
-
337 -
-
(V-2) Risks and countermeasures for cyberattacks
As cyberattacks continue to grow in terms of the sophistication of the methodology, there are no permanent fixes in the industry. As such, the Company has established the Information Security Policy as the guiding principle for information security protection and established related information security management regulations and operating procedures. The management organize quarterly information security meetings to review the Company's current information security measures and formulate improvement plans. We provide explanation and propose response measures for the following risks that we may encounter in business operations.
- Virus threats
The sources of computer viruses may be malicious websites, illegitimate attachments, or portable storage media. The Company has therefore established multiple layers of defenses and inspections and installed a reputable anti-virus system in all terminals. We adopt centralized controls for surveillance and protection to reduce the risks of infections and attacks from malicious programs.
- Cyberattacks
Internet hacker attacks cause the most direct impact on the Company's operations. In addition to establishing necessary protection measures including segmentation of major networks and access authorization control, firewalls, intrusion detection, and mechanisms for blocking attacks, we will also fix the security vulnerabilities based on information security vulnerability reports to minimize loopholes and the possibilities of attacks.
Although we detected numerous external attacks in 2023, all attacks were automatically intercepted or blocked by the internal defense system. There were therefore no material information security incidents that affected the Company's operations in 2023.
- (VI) Impact of corporate image change on risk management and response measures
The Company has always maintained a good reputation for high quality and advanced technologies. There were no crisis involving the change of corporate image in the most recent year up to the publication date of the Annual Report.
-
(VII) Expected benefits and possible risks of mergers and acquisitions as well as the responding measures:None
-
(VIII) Expected benefits and possible risks of factory expansions as well as the response measures
In response to the changes in the wake of the trade war between China and the United States, the Company's Board of Directors passed a resolution on November 1, 2019 to construct a new plant in the Philippines to disperse production concentration risks and reduce costs. The Company has financed the expansion of the plants with its own capital and bank loans, and the financial risks remained under control after the financing.
-
(IX) Risks associated with over-concentration in purchase or sale and response measures The Company's suppliers and customers are dispersed and we maintain solid long-term
-
338 -
relationships with suppliers and customers. There are no cases of over-concentration of purchases or sales.
-
(X) Impact of mass transfer of equity by or change of directors, supervisors, or shareholders holding more than 10% interest on the Company, associated risks and response measures
-
There has been no significant transfer of company shares by Directors, Supervisors, or
-
major shareholders with more than 10% of shares in the most recent year and up to the publication date of this Annual Report.
-
(XI) Effects that changes in management have on the Company as well as risk and response measures:None
-
(XII) Litigation or non-litigation events:None
-
(XIII) Other significant risks and response measures: None.
VII. Other important matters: None.
- 339 -
H. Special Disclosures
I. Profiles of affiliates and subsidiaries
-
(I) Consolidated Business Report of Affiliates
-
Overview of affiliates
==> picture [430 x 411] intentionally omitted <==
----- Start of picture text -----
Sunonwealth
100% BVI SUCCESSFUL 100% BVI SUNON INT’L HK 99.99% SUNONWEALTH SUNON SAS 100% SUNON INC 100% CORPORATION 100% SUNON INDIA 99.99% SUNON ELECTRONICS Philippines 99.99% SUNON Properties Philippines 99.99% SUNON Electronics
(KUNSHAN) 100% SUNON ELECTRONIC (FOSHAN) 100% SUNON ELECTRONIC (BEI HAI) 100% SUNON ELECTRONIC SUNON GmbH 100%
Suzhou Shengyixing 49% ELECTRONICS 100% BEIHAI LI ZHUN
----- End of picture text -----
-
(1) Affiliate organization chart
-
340 -
(2) Basic information of affiliated enterprises
March 31, 2024; Unit: thousand NT$
| Enterprise name | Date of establishment |
Address | Paid-in capital |
Main business or core products |
|---|---|---|---|---|
| Sunon INC. | 1998.12.24 | 1760 Yeager Ave, La Verne, CA 91750 | US1,500 | Manufacturing and assembly of electronic components and import and wholesale of various electronic and electrical components |
| Sunon SAS. | 1999.12.30 | 66, avenue des Pepinieres, 94832 FRESNES CEDEX – FRANCE |
EUR500 | Import and wholesale of various electronic and electrical components |
| Sunon Deutschland GmbH | 2000.09.01 | Lebacher Strabe 4 , 66113 Saarbrucken. | EUR25 | Import and wholesale of various electronic and electrical components |
| Sunon Corporation | 2000.07.07 | 202, Itou Bld., 1-1-20, Tsujido, Fujisawa Shi, Kanagawa Ken, 251-0047, Japan |
JPY15,000 | Production and sales of fans |
| Sunonwealth Electric Machine Ind. (H.K.) Ltd. |
1992.07.30 | Room 14-1402, Hong Kong and Macau Building, 156-157 Connaught Road Central,SheungWan,HongKong |
HKD800 | Import and wholesale of various electronic and electrical components |
| BVI Successful Century Co., Ltd. |
2000.07.07 | Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110,British Virgin Islands. |
US33,880 | General investment and trade |
| Sunon Electronic (Kunshan)Co.,Ltd. |
2000.09.19 | No. 168 Nanbin Road, Kunshan, Jiangsu Province,China |
US34,431 |
Production and sales of brushless DC motors and fans |
| BVI Sunon International Ltd. |
1997.01.15 | Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110,British Virgin Islands. |
US17,180 | General investment and trade |
| Sunon Electronic (Foshan) Co., Ltd. |
2006.03.20 | Shop B234, Building 1, Zijincheng, Xiaxi Dawei Industrial Zone, Guicheng, Nanhai District, Foshan City, GuangdongProvince |
US2,600 | General investment and trade |
| Sunon Electronic (Bei Hai) Co., Ltd. |
2011.04.07 | B6, Beihai Comprehensive Bonded Zone, Beihai Avenue West, Beihai City, Guangxi Province,China |
US10,000 | Production and sales of AC/DC motors and fans |
| Beihai Li Zhun Electronics Co., Ltd. |
2021.12.20 | 1F,2F,3F, Building 1, Huike Science and Technology Park, B2 District, Beihai Integrated Free Trade Zone,Beihai,Guangxi |
CNY60,000 | Production and sales of AC/DC motors and fans |
| Sunon Electronics India Private Limited |
2019.06.12 | Spaze IT Park, Tower B, 5th Floor Unit 530. Sohana Road. Sector 49 Gurgaon. Haryana. India. Pincode: 122018 |
INR11,000 | Import and wholesale of various electronic and electrical components |
| Sunon Properties Philippines Corp. |
2020.01.14 | Lot 1, Block 12, Hermosa Ecozone Industrial Park, Brgy. Palihan, Hermosa, Bataan, Philippines. |
PHP763,048 | Real estate development and investment |
| Sunon Electronics Philippines Corp. |
2020.01.10 | Lot 5, Block 8, Hermosa Ecozone Industrial Park, Brgy. Palihan, Hermosa, Bataan, Philippines. |
PHP577,334 | Production and sales of AC/DC motors and fans |
| Suzhou Shengyixing Heat Transfer Technology Co., Ltd. |
2014.11.11 | No. 169, Liaobang Road, Jiangling Neighborhood, Wujiang District, Suzhou, Jiangsu Province,China |
CNY7,692 | Production and sales of heat dissipation equipment |
Note: The exchange rates for various foreign currencies in the 2023 Balance Sheet are: USD: NTD = 1: 30.705; JPY: NTD = 1: 0.2172; EUR: NTD = 1: 33.98; CNY: NTD = 1: 4.3352; HKD: NTD = 1: 3.929; INR: NTD =1:0.3693; PHP: NTD =1:0.5526
-
341 -
-
(3) Information of common shareholders who are presumed to have a relationship of control and subordination: None.
-
(4) Businesses covered by the affiliated enterprises' overall operations
-
A. Design, production, and sales of various fans, cooling modules, and motors
-
B. Design, production, and sales of spindle motors
-
C. Production of precision hardware components for fans and motors
-
D. SMT processing
-
E. Molds design and production
-
F. General investment and management consulting
-
342 -
(5) Directors, Supervisors, and Presidents of each affiliated enterprise and the number of shares they hold or the amount of capital they contributed to each enterprise
| March 31,2024 | March 31,2024 | |||
|---|---|---|---|---|
| Enterprise name | Title | Name or representative | Shares held | |
| Number of shares |
Shareholding ratio (%) |
|||
| Sunon INC. | Director ActingPresident |
Sunonwealth Electric Machine Industry Co., Ltd. Representative: Ching-Shen Hong, Fu-Ing Hong Chen, Li-Ju Chen Chen-Hsueh Li |
150,000 - |
100.00% - |
| Sunon SAS. | Director President |
Sunonwealth Electric Machine Industry Co., Ltd. Representative: Ching-Shen Hong Pascal Moraux |
50,000 - |
100.00% - |
| Sunon Deutschland GmbH |
Director | SUNON SAS Representative: Pascal Moraux |
- | 100.00% |
| Sunon Corporation | Director Supervisor |
Sunonwealth Electric Machine Industry Co., Ltd. Representative: Ching-Shen Hong, Chen, Li-Ju Chen Sunonwealth Electric Machine Industry Co., Ltd. Representative: Fu-IngHong Chen |
4,400 | 100.00% |
| Sunonwealth Electric Machine Ind.(H.K.)Ltd. |
Director | Sunonwealth Electric Machine Industry Co., Ltd. Representative: Ching-Shen Hong, Li-Ju Chen |
799,999 | 99.99% |
| Successful Century Co.,Ltd. |
Director | Sunonwealth Electric Machine Industry Co., Ltd. Representative:Ching-Shen Hong |
33,880,000 | 100.00% |
| Sunon Electronic (Kunshan) Co., Ltd. |
Director Supervisor President |
SUCCESSFUL CENTURY CO., LTD Representative: Ching-Shen Hong, Fu-Ing Hong Chen, Li-Ju Chen Ling-Wen Huang Kuan-HungTseng |
- - - |
100.00% - - |
| Sunon International Ltd. |
Director | Sunonwealth Electric Machine Industry Co., Ltd. Representative:Ching-Shen Hong |
17,180,000 | 100.00% |
| Sunon Electronic (Foshan) Co., Ltd. |
Director Supervisor President |
SUNON INTERNATIONAL LTD. Representative: Ching-Shen Hong, Fu-Ing Hong Chen, Li-Ju Chen SUNON INTERNATIONAL LTD. Representative: Ling-Wen Huang Kuan-HungTseng |
- - |
100.00% - |
| Sunon Electronic (Bei Hai) Co., Ltd. |
Director Supervisor President |
SUNON INTERNATIONAL LTD. Representative: Ching-Shen Hong, Fu-Ing Hong Chen, Li-Ju Chen SUNON INTERNATIONAL LTD. Representative: Ling-Wen Huang Chao-Wang Chiu |
- - |
100.00% - |
| Beihai Li Zhun Electronics Co., Ltd. |
Executive Director Supervisor |
Sunon Electronic (Foshan) Co., Ltd. Representative: Ching-Shen Hong Representative: Fu-IngHong Chen |
- | 100.00% |
| Sunon Electronics India Private Limited |
Director | Sunonwealth Electric Machine Industry Co., Ltd. Representative: Ching-Shen Hong, Li-Ju Chen |
1,099,999 | 99.99% |
| Sunon Properties Philippines Corp. |
Director | Sunonwealth Electric Machine Industry Co., Ltd. Representative: Ching-Shen Hong, Fu-Ing Hong Chen,Li-JuChen |
7,630,476 | 99.99% |
| Sunon Electronics Philippines Corp. |
Director | Sunonwealth Electric Machine Industry Co., Ltd. Representative: Ching-Shen Hong, Fu-Ing Hong Chen,Li-JuChen |
5,773,337 | 99.99% |
- 343 -
| Enterprise name | Title | Name or representative | Shares held | Shares held |
|---|---|---|---|---|
| Number of shares |
Shareholding ratio (%) |
|||
| Suzhou Shengyixing Heat Transfer Technology Co., Ltd. |
Director Supervisor |
Sunon Electronic (Kunshan) Co., Ltd. Representative: Ching-Shen Hong Representative: William Li |
- | 49.00% |
- 344 -
2. Overview of business operations of affiliates
| 2. Overview of business operations of affiliates | 2. Overview of business operations of affiliates | 2. Overview of business operations of affiliates | 2. Overview of business operations of affiliates | 2. Overview of business operations of affiliates | 2. Overview of business operations of affiliates | 2. Overview of business operations of affiliates | 2. Overview of business operations of affiliates | 2. Overview of business operations of affiliates |
|---|---|---|---|---|---|---|---|---|
| December 31,2023; Unit: thousand NT$ | ||||||||
| Enterprise name | Capital | Total value of assets |
Total liabilities |
Net worth | Operating revenue |
Operating profits |
Profit or loss for the current period (after tax) |
Earnings per share (NT$) (after tax) |
| Sunon INC. | 49,140 | 366,895 |
152,258 |
214,637 |
628,419 | 53,814 |
47,468 |
316.45 |
| Sunon SAS. | 16,127 | 315,051 |
221,882 |
93,169 | 492,307 |
71,908 | 15,000 | 300.00 |
| Sunon Deutschland GmbH | 1,027 | 4,383 |
1,152 | 3,231 | 19,523 | 2,477 | 2,675 | - |
| Sunon Corporation | 4,470 | 1,712 |
61 |
1,651 |
0 |
(25) |
(65) | (14.77) |
| Sunonwealth Electric Machine Ind. (H.K.)Ltd. |
3,428 | 1,861 |
0 |
1,861 |
0 |
(49) |
(38) | (0.05) |
| Successful Century Co., Ltd. | 1,136,933 | 1,856,876 | 0 |
1,856,876 | 0 |
(86) |
439,855 | 12.98 |
| Sunon Electronic (Kunshan) Co., Ltd. |
1,148,456 | 3,740,258 | 1,883,808 | 1,856,450 | 4,989,532 | 440,761 |
439,890 |
- |
| Suzhou Shengyixing Heat Transfer Technology Co.,Ltd. |
51,983 | 127,687 |
84,895 |
42,792 |
176,954 |
7,917 |
7,986 |
- |
| Sunon International Ltd. | 592,197 | 1,261,078 | 0 |
1,261,078 | 0 |
0 |
518,557 |
15.79 |
| Sunon Electronic(Foshan)Co., Ltd. | 84,089 | 370,271 |
2,253 |
368,018 |
2,093 |
(1,946) |
157,723 | - |
| Sunon Electronic (Bei Hai) Co., Ltd. | 293,115 | 2,555,942 | 1,663,424 | 892,518 |
4,853,688 | 354,319 |
361,012 |
- |
| Beihai Li Zhun Electronics Co., Ltd. | 265,311 | 1,200,508 | 672,119 |
528,389 |
1,586,713 | 261,754 |
239,188 |
- |
| Sunon Electronics India Private Limited |
4,880 | 5,276 | 970 |
4,306 |
7,698 |
749 |
516 |
0.47 |
| Sunon Properties Philippines Corp. | 461,445 | 397,697 |
204 |
397,493 |
0 |
(6,986) |
(7,272) | (1.03) |
| Sunon Electronics Philippines Corp. | 325,108 | 296,572 |
85,915 |
210,657 |
110,762 |
(69,002) |
(67,546) | (11.70) |
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345 -
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(II) Consolidated financial statement of affiliates For the 2023 fiscal year (from January 1 to December 31, 2023), companies that should be included in the consolidated financial statement of affiliates as provided by the "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises" are the same as what should be included in the consolidated financial statements of parent and subsidiary companies as provided in IFRS No. 10 which was approved by the Financial Supervisory Commission, and the relevant information that should be disclosed in the consolidated financial statements of affiliates has been disclosed in the consolidated financial statements of the parent and its subsidiaries. The Company shall not be required to prepare separate consolidated financial statements of affiliates (please refer to the 2023 Financial Report on page 139 of the Annual Report).
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(III) Affiliation Report
- The Company is the controlling company of other affiliate companies and is thus not applicable to regulations regarding the disclosure of an affiliation report.
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II. Progress of private placement of securities during the latest year and up to the date of annual report publication: None.
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III. Holding or disposal of stocks of the Company by subsidiaries in the past year and up to the date of report: None.
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IV. Other supplemental information: None.
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346 -
Corporate events with material impact on shareholders' equity or stock prices set forth in Article 36, Paragraph 3, Subparagraph 2 of Securities and Exchange Act in the past year and up to the date of report shall be specified separately below: None.
- 347 -
Sunonwealth Electric Machine Industry Co., Ltd.
Chairman : Ching-Shen Hong
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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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