Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

SUNON Annual Report 2024

Jun 3, 2025

52070_rns_2025-06-03_4ae840aa-a0a7-4110-b901-c021a004cef1.pdf

Annual Report

Open in viewer

Opens in your device viewer

Stock Code : 2421

Sunonwealth Electric Machine Industry Co., Ltd.

==> picture [136 x 45] intentionally omitted <==

==> picture [328 x 50] intentionally omitted <==

Company Website :

http://www.sunon.com

Taiwan Stock Exchange Market Observation Post System : http://mops.twse.com.tw

Printed on March 30, 2025

  • I. Spokesperson: Name:William Li Title: Vice President Tel: (07)8135888 Email: [email protected]

Deputy Spokesperson Name: Tina Huang Title: Investor Relations Manager 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 Kuo-Ming Li CPA and Ling-Wen Huang CPA

Firm: Crowe (TW) CPAs

Address: 27F, No. 6, Siwei 3rd Rd., Lingya Dist., Kaohsiung City, Taiwan Tel: (07)3312133

Website: www.crowe.tw

  • V. Overseas securities listing exchange and information:None

  • VI. Company website

http://www.sunon.com

Table of Contents

Table of Contents Table of Contents
A. Letter to Shareholders-------------------------------------------------------------------------------------- 1
B. Corporate Governance Report---------------------------------------------------------------------------- 5
I. Profile of Directors, Supervisors, President, Vice Presidents, Assistant Vice Presidents, and
Department Directors ----------------------------------------------------------------------------------- 5
II. Remunerations to Directors, Supervisors, President, and Vice Presidents in recent years ---- 18
III. Implementation of corporate governance ------------------------------------------------------------ 26
IV. Information on CPA fees-------------------------------------------------------------------------------- 80
V. Information on Replacement of CPAs ---------------------------------------------------------------- 80
VI. 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 ---------------------- 80
VII. Share transfer by Directors, Supervisors, Managerial Officers, and shareholders holding
more than 10% interests and changes to share pledging by them --------------------------------- 81
VIII. Information on the relationship between any of the top ten shareholders (related party,
spouse, or kinship within the second degree) -------------------------------------------------------- 83
IX. 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 --------------------------------- 85
C. Funding Status------------------------------------------------------------------------------------------------ 87
I. Source of Capital Shares ------------------------------------------------------------------------------- 87
II. List of major shareholders ----------------------------------------------------------------------------- 90
III. Dividend policy and implementation status --------------------------------------------------------- 90
IV. The effects of the stock dividends proposed by the shareholders' meeting on the Company's
business performances and earnings per share ------------------------------------------------------ 90
V. Remuneration of employees, directors and supervisors -------------------------------------------- 91
VI. Buyback of treasury stock ------------------------------------------------------------------------------ 92
VII. Corporate bond issuance status ------------------------------------------------------------------------ 92
VIII. Issuance of preferred stocks --------------------------------------------------------------------------- 92
IX. Issuance of global depositary receipts (GDR) ------------------------------------------------------ 92
X. Exercise of employee stock option plan (ESOP) --------------------------------------------------- 92
XI. Restricted stock awards -------------------------------------------------------------------------------- 92
XII. Mergers, acquisitions or issuance of new shares for acquisition of shares of other
companies ------------------------------------------------------------------------------------------------ 92
XIII. Implementation of capital allocation plan ----------------------------------------------------------- 92
D. Business Overview------------------------------------------------------------------------------------------- 93
I. Business activities -------------------------------------------------------------------------------------- 93
II. Market, production and sales -------------------------------------------------------------------------- 100
III. Employee information ---------------------------------------------------------------------------------- 108
IV. Environmental protection expenditure information ------------------------------------------------ 108
V. Employees-employer relations ------------------------------------------------------------------------ 109
VI. Information Security Management-------------------------------------------------------------------- 110
VII. Important contracts -------------------------------------------------------------------------------------- 116
E. Review, Analysis, and Risks of Financial Conditions and Performance-------------------------- 117
I. Financial conditions ------------------------------------------------------------------------------------- 117
II. Financial performance ---------------------------------------------------------------------------------- 118
III. Cash flow ------------------------------------------------------------------------------------------------- 119
IV. The effects that significant capital expenditures have on financial operations in the recent
year -------------------------------------------------------------------------------------------------------- 120
V. Investment policy in the past year, profit/loss analysis, improvement plan, and investment
plan for the coming year -------------------------------------------------------------------------------- 120
VI. Risk management and evaluation --------------------------------------------------------------------- 122
VII. Other important matters -------------------------------------------------------------------------------- 126
F. Special Disclosures------------------------------------------------------------------------------------------- 127
I. Profiles of affiliates and subsidiaries ----------------------------------------------------------------- 127
II. Progress of private placement of securities ---------------------------------------------------------- 133
III. Other supplemental information ----------------------------------------------------------------------- 133
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--------------------------------------- 134

A. Letter to Shareholders

Dear Shareholders,

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

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

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

Results of Business Operations in the Previous Year

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

The Company's business plan achievement status in 2024 is as follows: The Company's business plan achievement status in 2024 is as follows: The Company's business plan achievement status in 2024 is as follows: The Company's business plan achievement status in 2024 is as follows: The Company's business plan achievement status in 2024 is as follows: The Company's business plan achievement status in 2024 is as follows:
Comparison of the 2024Business Plan and actual achievements
Business Plan Actual Results Difference Completion
Rate

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

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

  • 1 -

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

2025 Business Plan Overview

In response to the environmental factors of 2025, the Company has formulated the following important business plans. 1. Expand the customer base and market share of AI servers and automotive markets: The demand for efficient computing increases the demand for cooling solutions, and we will capture business opportunities. 2. Continue to invest in liquid cooling technology and provide a full range of cooling system services and products: Strengthen the competitiveness of liquid cooling and modules, expand the scope of product services, and enhance partnerships with customers. 3. Diversify product portfolio and develop new markets and new customers through strategic alliances and cooperation with brands: Seek strategic alliances with local leading brands to increase product exposure and increase market presence. 4. Improve the global manufacturing footprints to meet customers' NCNT requirements: Mitigate geopolitical risks and increase production flexibility, and reduce production costs. 5. Introduce AI for intelligent and automated production: Continue to increase the coverage of automated production and establish standardized specifications and processes to stabilize product quality and improve operational efficiency. 6. Strengthen supply chain configuration, effectively control production schedule, and reduce inventory levels: Establish a complete inventory management system, optimize supply chain partnerships, and effectively monitor inventory liquidity. 7. Work with upstream and downstream partners to advance sustainable development goals: To implement the energy transformation plan, we continue to promote energy-saving and carbonreduction activities and introduce ISO 14067 product carbon footprint management. 8. Resource integration, organizational adjustment, and talent retention and training program: Optimize the organization structure and provide more flexible benefits to attract, cultivate, and retain talents. After adjustments for production and sales and changes implemented in response to the market, products, customers, and sales strategy, the Company plans to ship 110 million units this year.

  • 2 -

Future Development Strategy

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

In terms of its global manufacturing footprints, Sunonwealth continues to expand global manufacturing capacity to multiple locations to increase the flexibility of overall production operations and reduce the risks of rising protectionism in international trade. In addition to continuing to expand the new factory in the Philippines and increasing the production capacity of this manufacturing site, the Company is also actively exploring production possibilities in other countries and closely cooperating with customer trends and changes in the global economy. We also introduced AI intelligent automated production systems to improve operational efficiency, control product quality in each area, and reduce production costs to meet customer delivery commitments and increase market share.

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

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

Over the past 45 years, Sunonwealth has actively responded to changes and technological innovations, and has taken "solving the world's thermal issues" as the core for technology and service development to provide customers with cooling products that best meet market demand. By enhancing manufacturing capacity for a diverse range of industries, we increase the flexibility of business

  • 3 -

operations and build a solid foundation of cooling solution technologies. The Company will continue to strengthen resilience, cope with the uncertainties and risks of the external environment, monitor the needs of the fastest-growing industries, and achieve its vision of continuously improvement of corporate value and sustainable operations.

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

I wish you all health and prosperity.

Chairman of the Board Ching-Shen Hong President Ching-Shen Hong

Chief Accounting Officer William Li

May 28, 2025

  • 4 -

B. Corporate Governance Report

I. Profile of Directors, Supervisors, President, Vice Presidents, Assistant Vice Presidents, and Department Directors (I) Information of Directors and Supervisors

(1) Director information

March 30, 2025

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
Chairman Republic of
China
Yo Yuan
Investment
Corporation
- 2024.06.14 3
years
2009.05.27 14,802,000 5.90% 15,000,000 5.49% - - - - - - - - - -
Republic of
China
Representative:
Ching-Shen
Hong
Male
51 to 60
years old
2024.06.14 3
years
2009.05.27 3,000,000 1.20% 4,870,000 1.78% 267,000 0.10% - - Bachelor degree in
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 Electronics (Kunshan) Co., Ltd.
Chairman, Sunon Electronic (Foshan) Co., Ltd.
Chairman, Sunon Electronics (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
Executive Director, Sunon Cooling Technology
(Huizhou) Co., Ltd.
Director,Sunon CoolingTechnology (Thailand)Co.
Director Li-Ju Chen Spouse Business succession
plan.
Response measures:
Processed in
accordance with laws
for compliance
Director Republic of
China
Yo Yuan
Investment
Corporation
- 2024.06.14 3
years
2009.05.27 14,802,000 5.90% 15,000,000 5.49% - - - - - - - - - -
Republic of
China
Representative:
Li-Ju Chen
Female
51 to 60
years old
2024.06.14 3
years
2009.05.27 267,000 0.11% 267,000 0.10% 4,870,000 1.78% - - Bachelor degree in
Information
Management, Queen's
College (Canada)
Director of the Strategic Procurement Department/IT
Department, Sunonwealth Electric MachineIndustry
Co., Ltd.
Director, Sunon Electronics (Kunshan) Co., Ltd.
Director, Sunon Electronic (Foshan) Co., Ltd.
Director, Sunon Electronics (Bei Hai) Co., Ltd.
Director, Sunon Corporation
Director, Sunon Electronics India Private Ltd.
Director, Sunon Properties Philippines Corp.
Director, Sunon Electronics Philippines Corp.
Director, Sunon Inc.
Director,Sunon HK


Chairman
of the
Board
Ching-Shen
Hong
Spouse
Director Republic of
China
Yo Yuan
Investment
Corporation
- 2024.06.14 3
years
2009.05.27 14,802,000 5.90% 15,000,000 5.49% - - - - - - - - -
Republic of
China
Representative:
Ling-wen
Huang
Female
61 to 70
years old
2024.06.14 3
years
2024.6.14 - - - - - - - - Department of
Accounting & Statistics,
Ming Chuan Business
College
Senior Special Assistant, Sunonwealth Electric
Machine Industry Co., Ltd
Supervisor, Yo Yuan Investment Corporation
Supervisor,GuangShengInvestment Corporation
- - -
  • 5 -
Republic of
China
Yo Yuan
Investment
Corporation
- 2024.06.14 3
years
2009.05.27 14,802,000 5.90% 15,000,000 5.49% - - - - - - - - - -
Republic of
China
Representative:
Fu-Sheng
Huang
Male
71 to 80
years old
2024.06.14 3
years
2024.06.14 - - - - - - - - Master degree in Public
Affairs Management,
National Sun Yat-sen
University
39th Term, Central Police
University
- - - -
Director Republic of
China
Nice Enterprise
Co., Ltd.

-
2024.06.14 3
years
1997.4.3 4,506,813 1.80 % 4,006,813 1.47 % - - - - - - - - - -
Republic of
China
Representative:
Ching-Liang
Chen
Male
71 to 80
years old
2024.06.14 3
years
1997.4.3 - - - - - - - - Bachelor degree in 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
Kuang-Chih
Huang
Male
81 to 90
Years old
2024.06.14 3
years
2021.07.01 - - - - - - - - PhD in Physics, NYU
Polytechnic School of
Engineering
Master degree in
Electrical Engineering,
National Chiao Tung
University
Bachelor degree in
Electrical Engineering,
National Cheng Kung
University
Emeritus Professor of National Kaohsiung
University of Science and Technology
Honorary Chair Professor of Cheng Shiu University
Lifetime Honorary President of National Quemoy
University
- - - -
Independent
Director
Republic of
China
Chi-Shan Hung Male
71 to 80
years old
2024.06.14 3
years
2019.06.21 - - - - - - - - Master degree in Laws,
National Cheng Kung
University
Bachelordegree in Public
Finance, National Cheng
Kung University
Independent Director, Hua Yu Lien Development
Co., Ltd.
Independent Director, Ping Ho Environmental
Technology Co., Ltd.
Independent Director, Nan Liu Enterprise Co., Ltd.
Corporate Director Representative, Flexium
Interconnect,Inc.
- - - -
Independent
Director
Republic of
China
Chin-Cheng
Kao
Male
61 to 70
years old
2024.06.14 3
years
2024.06.14 - - - - - - - - MBA in Management
Science, National Chiao
Tung University
Bachelor degree in
Psychology, National
Taiwan University
- - - - -
Independent
Director
Republic of
China
Te-Tsai Lu Male
61 to 70
years old
2024.06.14 3
years
2024.06.14 - - - - - - - - PhD in Management,
National Yunlin
University of Science and
Technology
Professor and Director of the Department of
Business Administration, Kunshan University
- - - -
  • 6 -

(2) Major shareholders of institutional shareholders

(2) Major shareholders of in stitutional shareholders
March 30,2025
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 Charity Foundation
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
2.73
2.38

(3) Major shareholders in institutional shareholders and their major shareholders

(3) Major shareholders in in stitutional shareholders and their major shar eholders
March 30,2025
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
  • 7 -
Name of institutional
shareholder
Major shareholders of institutional
shareholders
Shareholding
ratio (%)
AGV Products Corp. Ho Yuan Investment Corporation
Nice Enterprise Co., Ltd.
SPDR Emerging Market ETF under the custody of
Standard Chartered Bank
Taiwan First Biotechnology Corp.
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 Development Co.,Ltd.
6.15
4.20
2.11
2.04
2.00
1.77
1.63
1.47
1.38
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
9.33
8.33
5.71
5.71
4.30
4.45
2.12
3.50
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
Nice Investment Corporation
Yun Gu
Lei Ying Security Co., Ltd.
Teng-Fei Lin
41.28
8.00
8.00
6.10
4.00
3.62
2.05
1.57
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
  • 8 -
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
  • 9 -

(4) Status of director expertise, board diversity policy and independence

i. Disclosure of information on the professional qualifications of Directors and independence of Independent Directors:

Criteria
Name
Professional Qualifications and
Experience (Note 1)
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
Bachelor degree in Electrical Engineering,
Kun Shan University
Graduated from the Department of
Business Import/Export Management,
Vancouver Community College
Chairman and 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:
Li-Ju Chen
Bachelor degree in 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:
Ling-wen Huang
Graduated from Department of Accounting
& Statistics, Ming Chuan Business College
Senior Special Assistant, Sunonwealth
Electric Machine Industry Co., Ltd
Supervisor, 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:
Fu-Sheng Huang
Master degree in Public Affairs
Management, National Sun Yat-sen
University
Chief of Police of the Aviation Police
Bureau
Chief of Police of Tainan County
Chief of Police of Yunlin County
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
Bachelor degree in 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.
-
  • 10 -
Criteria
Name
Professional Qualifications and
Experience (Note 1)
Fulfillment of Independence
Criteria
Number of
other public
companies
where the
individual
concurrently
serves as an
independent
director
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 Universityof Sciences
and Technology
Founding President, National Quemoy
University
Honorary Chair Professor, Cheng Shiu
University


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.
-
Chi-Shan Hung Master degree in Laws, National Cheng
Kung University
Bachelor degree in Public Finance,
National Cheng Kung University
Director-General of National Taxation
Bureau of Kaohsiung, M.O.F.
Director-General of National Taxation
Bureau of the Southern Area, M.O.F.
Deputy Director-General of the Taxation
Administration, M.O.F.
Independent Director, Hua Yu Lien
Development Co., Ltd.
Independent Director, Ping Ho
Environmental Technology Co., Ltd.
Independent Director, Nan Liu Enterprise
Co., Ltd.
Corporate Director Representative, Flexium
Interconnect,Inc.

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.
-
  • 11 -
Criteria
Name
Professional Qualifications and
Experience (Note 1)
Fulfillment of Independence
Criteria
Number of
other public
companies
where the
individual
concurrently
serves as an
independent
director
Chin-Cheng Kao MBA in Management Science, National
Chiao Tung University
Bachelor degree in Psychology, National
Taiwan University
General Manager, Kai-Lue Enterprise
Management Co., Ltd.
General Manager, Pan-Asia Management
Consultants Corporation
Manager, China Productivity Center
Special Assistant of the Chairman and
Factory Director, Fu-I Fiber 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.
-
Te-Tsai Lu PhD in Management, National Yunlin
University of Science and Technology
Dean of School of Business Management,
Kunshan University
Professor and Director of the Department of
Business Administration, Kunshan
University
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.
-

Note 1: All Directors do not meet any of the conditions stated in the subparagraphs of Article 30 of the Company Act.

ii. Board of Directors diversity and independence:

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.

  • 12 -

Information on diversity policies for the Company’s current Board of Directors how they have been implemented

implemented
Title Gender Nationality Age Concurrently
serves as an
employee of
the Company
Years of
service as
Independent
Director (less
than 3 terms)
Professional
background
Chairman Yo Yuan
Investment
Corporation
Representative:
Ching-Shen
Hong
Male Republic of
China
50 to
59
years
old
- Technology
innovation
Business
management
Director Yo Yuan
Investment
Corporation
Representative:
Li-Ju Chen
Female Republic of
China
50 to
59
years
old
- IT technology
Business
management
Director Yo Yuan
Investment
Corporation
Representative:
Ling-wen Huang
Female Republic of
China
60 to
69
years
old
- Finance
management
Corporate
governance
Director Yo Yuan
Investment
Corporation
Representative:
Fu-ShengHuang
Male Republic of
China
70 to
79
years
old
- - Law
Business
management
Director Nice Enterprise
Co., Ltd.
Representative:
Ching-Liang
Chen
Male Republic of
China
70 to
79
years
old
- - Business
management
Independent
Director
Kuang-Chih
Huang
Male Republic of
China
80 to
89
years
old
- Business
management
Independent
Director
Chi-Shan Hung Male Republic of
China
70 to
79
years
old
- Finance
management
Corporate
governance
Independent
Director
Chin-Cheng Kao Male Republic of
China
60 to
69
years
old
- Human
resource
management
Business
management
Independent
Director
Te-Tsai Lu Male Republic of
China
60 to
69
years
old
- Finance
management
  • 13 -
Title DiverseCore Item DiverseCore Item
Operational
Judgement
Accounting
& Finance
Analysis
Business
Management
Crisis
Management
Industry
Knowledge
International
Market
Perspective
Leadership Decision
Making
Chairman Yo Yuan Investment
Corporation Representative:
Ching-Shen Hong
Director Yo Yuan Investment
Corporation Representative:
Li-Ju Chen
Director Yo Yuan Investment
Corporation Representative:
Ling-wen Huang
Director Yo Yuan Investment
Corporation Representative:
Fu-ShengHuang
Director Nice Enterprise Co., Ltd.
Representative:
Ching-LiangChen
Independent
Director
Kuang-Chih Huang
Independent
Director
Chi-Shan Hung
Independent
Director
Chin-Cheng Kao
Independent
Director
Te-Tsai Lu
The Company currently has 5 Directors (55.6%) and 4 Independent Directors (44.4%).
In terms of composition, the board consists of 2 female directors (22.2%) and 7 male
directors (77.8%). Among them, 3 directors (33.3%) are employee representatives, including
1 director who also serves as a managerial officer. The proportion of directors concurrently
serving as managerial officers does not exceed one-third of the total number of board seats.
There are 4 independent directors, with 1 independent director having served for 3–4 years,
while the other 3 independent directors are newly appointed for this term.
The age distribution of the board members is as follows: 22.2% are aged 5059, 33.3% are
aged 6069, and 44.5% are aged 70 or above. All board members hold nationality from the
Republic of China (Taiwan).––
The specific management objectives and achievements regarding board diversity are as
follows:
Management Objectives
Achievement
Independent directors shall not be reappointed for more than 3 consecutive
terms to maintain their independence.

At least one-third of the board seats should possess with professional
backgrounds in technology innovation, information systems, or accounting
and finance.

At least one-third of the independent directors should possess with
professional backgrounds in accounting and finance, corporate governance
or business management.
Management Objectives Achievement
Independent directors shall not be reappointed for more than 3 consecutive
terms to maintain their independence.
At least one-third of the board seats should possess with professional
backgrounds in technology innovation, information systems, or accounting
and finance.
At least one-third of the independent directors should possess with
professional backgrounds in accounting and finance, corporate governance
or business management.
  • 14 -

  • If the board of directors of a listed company has less than one-third representation of either gender, the company should explain the reasons and outline measures to enhance gender diversity

The company's industry structure has historically been male-dominated, resulting in lower participation of female talent in this field, which has subsequently impacted the proportion of women in decision-making roles.

In the future, the company will actively seek and attract female professionals with expertise to join the board of directors. This initiative aims to enhance the company's corporate image and cultural values, foster a diverse, inclusive, and gender-equal decisionmaking environment, and increase the appeal to female professionals. These efforts will contribute to improving gender diversity within the board of directors.

3. 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 3 terms.

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.

  • 15 -

(II) Profile of the President, Vice Presidents, Assistant Vice Presidents, and Department Directors

March 30, 2025

Title Nationality Name Gender 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
President Republic of
China
Ching-Shen
Hong
Male 2011.3.4 4,870,000 1.78% 267,000 0.10% - - Bachelor degree in Electrical
Engineering, Kun Shan
University
Graduated from the
Department of Business
Import/Export Management,
Vancouver Community
College

Chairman, Sunonwealth Electric Machine
Industry Co., Ltd.
Chairman, Sunon Electronics (Kunshan)
Co., Ltd.
Chairman, Sunon Electronic (Foshan) Co.,
Ltd.
Chairman, Sunon Electronics (Bei Hai) Co.,
Ltd.
Chairman, Beihai Li Zhun Electronics Co.,
Ltd.
Chairman, Sunon Inc. (United States)
Chairman, Sunon SAS (France)
Director, Sunon Corporation
Chairman, Sunon Electronics India Private
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
Executive Director, Sunon Cooling
Technology (Huizhou) Co., Ltd.
Director, Sunon Cooling Technology
(Thailand)Co.
- - - (Note1)
Executive Vice
President
Republic of
China
Simon Wu Male 2021.2.1 - - 5,000 0.00% - - EMBA, National University
of Kaohsiung
Director, Kunshan Feng Xin Rui Electronics
Technology Co., Ltd.
Director, Sunon Cooling Technology
(Thailand)Co.,Ltd
- - - -
Vice President and
Director of the
Finance Division
Corporate
Governance Officer
Republic of
China
William Li Male 2006.1.1 - - - - - - Master degree in Industrial
Management, National
Taiwan University of
Science and Technology
Supervisor, Suzhou Shengyixing Heat
Transfer Technology Co., Ltd.
Supervisor, Beihai Li Zhun Electronics Co.,
Ltd.
Director, Sunon Inc.
Supervisor, Sunon Corporation
Director, Sunon Electronics (Kunshan) Co.,
Ltd.
Director, Sunon Electronic (Foshan) Co.,
Ltd.
Director, Sunon Electronics (Bei Hai) Co.,
Ltd.
Director, Sunon Properties Philippines Corp.
Director, Sunon Electronics Philippines
Corp.
- - - -
President of Business
Unit
Republic of
China
Gavin Li Male 2014.7.25 7,299 0.00% - - - - Department of Mechanical
Engineering, National Taipei
Institute of Technology
- - - - -
President of Business
Unit
Republic of
China
Kuan-Hung
Tseng
Male 2019.11.6 - - - - - - Master degree in Business
Administration, Southern
Taiwan University of
Science and Technology
- - - - (Note2)
  • 16 -
Vice President of
Business Unit
Republic of
China
Ranol Lin Male 2024.7.1 - - - - - - Master degree, Institute of
Management, National Sun
Yat-sen University
- - - -
Acting Vice President
of Business Unit
Republic of
China
Ru Chen
Lin
Female 2024.7.1 - - - - - - Bachelor degree in Media
Studies, University of
California,Berkeley
- - - - -
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 - - - - - - Bachelor degree in Electrical
Engineering, Yuan Ze
University
- - - - -
Vice Plant Director Republic of
China
Irenne Ng Female 2025.3.6 - - - - - - Bachelor degree, University
of the Philippines Open
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, the Company continuously makes efforts to train and seek a suitable managerial candidate; additionally, the Chairman closely communicates with the Board of Directors regarding the Company’s operations and strategic plans to effectively implement corporate governance.

Note 2: President of Business Unit Kuan-Hung Tseng resigned on February 28, 2025.

  • 17 -

II. 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)

Unit: Thousand NT$; %

Re Re Re Re muneration to Ordinary Dir muneration to Ordinary Dir muneration to Ordinary Dir muneration to Ordinary Dir ctors and Inde ctors and Inde pendent Directors (Individua pendent Directors (Individua pendent Directors (Individua pendent Directors (Individua Disclosure of Names and Remunera Disclosure of Names and Remunera Disclosure of Names and Remunera Disclosure of Names and Remunera tion Items) tion Items) Unit: Thousand NT$;%
Ti tle Name Director's remuneration Ratio of total
compensation
(A+B+C+D) to net
income
Pay rece ived as an employee 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 Financia
Report
Cash amount Stock amount Cash amount Stock amount
Director Chairman of the Board Yo Yuan
Investment
Corporation
Representative:
Ching-Shen Hong
1,506 1,506 - - 5,225 5,225 60 60 6,791
0.46
6,791
0.46
12,266 14,706 - - 7.677 - 7.677 - 26,73
1.79

4
29,174
1.96
-
- Yo Yuan
Investment
Corporation
Representative:
Fu-Ing Hong
Chen(Note 1)
120 120 - - - - 20 20 140
0.01
140
0.01
520 520 - - - - - - 660
0.04
660
0.04
-
- Yo Yuan
Investment
Corporation
Representative:
Li-Ju Chen
426 426 - - 1,925 1,925 60 60 2,411
0.17
2,411
0.17

4,167
4,167 - - 2,252 - 2,252 - 8,830
0.6
8,830
0.6
-
- Yo Yuan
Investment
Corporation
Representative:
Tseng-Cheng Lin
(Note 2)
164 164 - - 963 963 40 40 1,167
0.08
1,167
0.08
- - - - - - - - 1,167
0.08
1,167
0.08

-
  • 18 -
- Yo Yuan
Investment
Corporation
Representative:
Ling-wen Huang
(Note 3)
263 263 - - 481 481 30 30 774
0.06

774
0.06
1,879 1,879
-
- 1,993 - 1,993 - 4,646
0.32
4,646
0.32

-
- Yo Yuan
Investment
Corporation
Representative:
Fu-Sheng Huang
(Note 3)
263 263 - - 481 481 30 30 774
0.06
774
0.06
- - - - - - - - 774
0.06

774
0.06
- Nice Enterprise
Co., Ltd.
Representative:
Ching-LiangChen
426 426 - - 1,925 1,925 60 60 2,411
0.17
2,411
0.17
- - - - - - - - 2,411
0.17

2,411
0.17

-
Independent
Director
Chun-Hao Xin
(Note 2)
656 656 - - - - 40 40 696
0.05
696
0.05
- - - - - - - - 696
0.05
696
0.05
-
Mei-Hsiang Pai
(Note 2)
656 656 - - - - 40 40 696
0.05
696
0.05
- - - - - - - - 696
0.05
696
0.05
-
Chih-Ming Chen
(Note 2)
849 849 - - - - 60 60 909
0.06
909
0.06
- - - - - - - - 909
0.06
909
0.06
-
Kuang-Chih
Huang
1,386 1,386 - - - - 60 60 1,446
0.10
1,446
0.10
- - - - - - - - 1,446
0.10
1,446
0.10
-
Chi-Shan Hung
(Note 3)
854 854 - - - - 30 30 884
0.06
884
0.06
- - - - - - - - 884
0.06
884
0.06
-
Chin-Cheng Kao
(Note 3)
854 854 - - - - 30 30 884
0.06
884
0.06
- - - - - - - - 884
0.06
884
0.06
-
Te-Tsai Lu
(Note 3)
788 788 - - - - 30 30 818
0.06
818
0.06
- - - - - - - - 818
0.06
818
0.06
-
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:
The compensation for independent directors includes remuneration and business execution fees. The monthly remuneration takes into account the extent of the independent directors' participation in the company's
operations and their responsibilities, while also referencing industry benchmarks for payment. Independent directors do not participate in the distribution of director compensation. In accordance with Article 29 of the
Company's Articles of Incorporation, the Company shall distribute no more than 5% of the profits of the current year as remuneration for Directors and propose to Remuneration Committee and Board of Directors for
resolution.
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.
Note 1: Director, Fu-Ing Hong Chen, resigned on April 29, 2024.
Note 2: Director resigned after re-election of directors at the shareholders’ meeting on June 14, 2024.

Note 3: Director was appointed after re-election of directors at the shareholders’ meeting on June 14, 2024.

  • 19 -

(II) Remunerations to President and Vice President

Remuneration to President (s) and Vice President (s) (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
6,165 7,774 - - 6,101 6,932 7,677 - 7,677 - 19,943
1.34
22,383
1.50
-
Executive
Vice
President
Chin-Tzu
Wu
4,117 4,117 - - 2,913 2,913 4,032 - 4,032 - 11,062
0.75
11,062
0.75
-
Vice
President
William Li 2,971 2,971 - - 2,426 2,426 2,481 - 2,481 - 7,878
0.53
7,878
0.53
-
President
of Business
Unit(Note)
Kuan-Hung
Tseng
3,270 3,799 - - 1,168 1,480 - - - - 4,438
0.30
5,279
0.35
-

Note: President of Business Unit Kuan-Hung Tseng resigned on February 28, 2025.

  • 20 -

Remuneration to the Top Five Highest Remunerated Executives 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

6,165
7,774 - - 6,101 6,932 7,677 - 7,677 - 19,943
1.34
22,383
1.50
-
Executive
Vice
President
Chin-Tzu
Wu
4,117 4,117 - - 2,913 2,913 4,032 - 4,032 - 11,062
0.75
11,062
0.75
-
Vice
President
William Li 2,971 2,971 - - 2,426 2,426 2,481 - 2,481 - 7,878
0.53
7,878
0.53
-
Director Li-Ju Chen 1,802 1,802 - - 2,365 2,365 2.252 - 2,252 - 6,419
0.43
6,419
0.43
-
President
of Business
Unit(Note)
Kuan-Hung
Tseng
3,270 3,799 - - 1,168 1,480 - - - - 4,438
0.30
5,279
0.35
-

Note: President of Business Unit Kuan-Hung Tseng resigned on February 28, 2025.

  • 21 -

(III) Managerial officer's name and the distribution of employee bonus

Unit: Thousand NT$ Unit: Thousand NT$
Title
(Note 1)
Name Stock amount Cash
amount
Total Percentage of total
bonuses to net
profit after tax(%)
Managerial Officer President Ching-Shen
Hong
- 7,677 7,677 0.51
Executive Vice
President
Chin-Tzu
Wu
- 4,032 4,032 0.27
Vice President
and Director of the
Finance Division
Corporate
Governance Officer
William Li - 2,481 2,481 0.17
President of
Business Unit
Chen-Hsueh
Li

-
982 982 0.07
President of
Business Unit
(Note 2)
Kuan-Hung
Tseng
- - - -
Plant Director Chao-Wang
Chiu
- 682 682 0.05
Plant Director Chieh-Hung
Lin
- 341 341 0.02
Vice President of
Business Unit
Ranol Lin - 532 532 0.04
Acting Vice
President of
Business Unit
Ru Chen
Lin
- 322 322 0.02
Vice Plant Director Irenne Ng - 322 322 0.02

Note 1: This refers to the disclosure of the employee compensation amounts (including stock and cash) in the most recent fiscal year allocated to managerial officers, as approved by the Board of Directors.

Note 2: President of Business Unit Kuan-Hung Tseng resigned on February 28, 2025.

  • (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:

  • 22 -

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
2023 66,205 68,706 4.96 5.15
2024 74,930 78,211 5.02 5.24
  • 2 The policy, standards and packages of remuneration, procedure for making such decision, and relation to business performance and future risks:

  • (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

  • 23 -

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.

    • 2 The results of the 2024 self-evaluation for the Board of Directors and each individual Director were excellent and very good, respectively.

    • 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 2024 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

  • 24 -

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.

  • 25 -

III. Implementation of corporate governance (I) Board of Directors operating status

Board of Directors operating status

A total of 6 meetings of the Board of Directors were held in the most recent year (2024). Three of the meetings were for the 16th Board of Directors, and the other three were for the 17th Board of Directors. 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
(Note)(A)
Chairman of
the Board


Yo Yuan Investment
Corporation
Representative:
Ching-Shen Hong
6 0 100 Re-election.
Should attend 6
times.
Director


Yo Yuan Investment
Corporation
Representative:
Fu-IngHongChen
1 1 50 Resigned on
April 29, 2024.
Should attend 2
times.
Director


Yo Yuan Investment
Corporation
Representative:
Li-Ju Chen
6 0 100 Re-election.
Should attend 6
times.
Director


Yo Yuan Investment
Corporation
Representative:
Tseng-ChengLin
3 0 100 Former director.
Should attend 3
times.
Director


Yo Yuan Investment
Corporation
Representative:
Ling-Wen Huang
3 0 100 Newly elected.
Should attend 3
times.
Director


Yo Yuan Investment
Corporation
Representative:
Fu-ShengHuang
3 0 100 Newly elected.
Should attend 3
times.
Director
Nice Enterprise Co.,
Ltd. Representative:
Ching-LiangChen
6 0 100 Re-election.
Should attend 6
times.
Independent
Director
Chi-Shan Hung 3 0 100 Newly elected.
Should attend 3
times.
Independent
Director
Chin-Cheng Kao 3 0 100 Newly elected.
Should attend 3
times.
Independent
Director
Te-Tsai Lu 3 0 100 Newly elected.
Should attend 3
times.
Independent
Director
Kuang-Chih Huang 6 0 100 Re-election.
Should attend 6
times.
Independent
Director
Chun-Hao Xin 3 0 100 Former director.
Should attend 3
times.
  • 26 -
Independent
Director

Mei-Hsiang Pai
3 0 100 Former director.
Should attend 3
times.
Independent
Director

Chih-Ming Chen
3 0 100 Former director.
Should attend 3
times.
  • Note: The company held a comprehensive director election at the shareholders' meeting on June 14, 2024.

  • 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 therefore complied with 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:

  • Date of Board of Director meeting: January 19, 2024, 15th meeting of the 16th Board of Directors Agenda: Discussion of the Company's 2023 year-end bonus for managerial officers. Directors with conflicts of interest: Ching-Shen Hong, Fu-Ing Hong Chen and Li-Ju Chen. Reasons for recusal and participation in voting: Directors, Ching-Shen Hong, Fu-Ing Hong Chen and Li-Ju Chen, were parties with a vested interest in the matter and, in accordance with the principle of recusal, did not participate in the discussion or voting on the proposal.

  • Date of Board of Director meeting: March 7, 2024, 16th meeting of the 16th Board of Directors Agenda: Discussion of the Company's 2023 employee remuneration for managerial officers. Directors with conflicts of interest: Ching-Shen Hong, Fu-Ing Hong Chen and Li-Ju Chen. Reasons for recusal and participation in voting: Directors, Ching-Shen Hong, Fu-Ing Hong Chen and Li-Ju Chen, were parties with a vested interest in the matter and, in accordance with the principle of recusal, did not participate in the discussion or voting on the proposal.

  • Date of Board of Director meeting: May 3, 2024, 17th meeting of the 16th Board of Directors Agenda: The company will implement an employee share ownership trust plan to retain and motivate employees. The plan will be funded by a corporate contribution, targeting eligible managers who meet the qualification criteria. Directors with conflicts of interest: Ching-Shen Hong and Li-Ju Chen. Reasons for recusal and participation in voting: Directors, Ching-Shen Hong and Li-Ju Chen, were parties with a vested interest in the matter and, in accordance with the principle of recusal, did not participate in the discussion or voting on the proposal.

  • Date of Board of Director meeting: June 14, 2024, 1st meeting of the 17th Board of Directors Agenda: Appoint new Remuneration Committee members Directors with conflicts of interest: Chin-Cheng Kao and Chi-Shan Hung. Reasons for recusal and participation in voting: Directors, Chin-Cheng Kao and Chi-Shan Hung, were parties with a vested interest in the matter and, in accordance with the principle of recusal, did not participate in the discussion or voting on the proposal.

  • Date of Board of Director meeting: August 8, 2024, 2nd meeting of the 17th Board of Directors Agenda: Proposal to adjust the remuneration of directors and functional committee members, meeting allowances, and the distribution ratio of directors' compensation. Directors with conflicts of interest: Ching-Shen Hong, Li-Ju Chen, Ching-Liang Chen, Ling-Wen Huang, Fu-Sheng Huang, Kuang-Chih Huang, Chi-Shan Hung, Chin-Cheng Kao and Te-Tsai Lu. Reasons for recusal and participation in voting: The proposal was voted on item by item, and all attending directors, except those who recused themselves due to conflicts of interest, agreed to pass it.

  • Date of Board of Director meeting: August 8, 2024, 2nd meeting of the 17th Board of Directors Agenda: In accordance with the employee share ownership trust plan, the plan will be funded by a corporate contribution, targeting eligible managers who meet the qualification criteria. Directors with conflicts of interest: Ling-Wen Huang.

  • Reasons for recusal and participation in voting: Director, Ling-Wen Huang, was a party with a vested interest in the matter and, in accordance with the principle of recusal, did not participate in the discussion or voting on the proposal.

  • Date of Board of Director meeting: November 11, 2024, 3rd meeting of the 17th Board of Directors Agenda: In line with the revision of our company's employee share ownership trust plan, we propose to allocate corporate funds to eligible managers who meet the qualification criteria.

  • 27 -

Directors with conflicts of interest: Ching-Shen Hong and Li-Ju Chen. Reasons for recusal and participation in voting: Directors, Ching-Shen Hong and Li-Ju Chen, were parties with a vested interest in the matter and, in accordance with the principle of recusal, did not participate in the discussion or voting on the proposal.

III. Board of Directors (including functional committees) evaluation status:

Evaluation
cycle
Evaluation
period
Evaluation scope Evaluation
method
Evaluation contents
Once every
year
From January
1 to
December
31, 2024
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. Accountabilities 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.
Once every
year
From January
1 to
December
31, 2024
Audit Committee
and Remuneration
Committee
Self-evaluation The performance evaluation items of
the Audit Committee and
Remuneration Committee include the
following five categories:
A. Participation in the operation of
the Company.
B. Accountabilities of the Committee.
C. Improvement of the quality of the
Committee.
D. Committee composition and
member appointment.
E. Internal control.
  • 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 manager 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

  • 28 -

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 2024 board performance evaluation were reported to the Board of Directors on March 6, 2025 and its result is excellent.

  • 29 -

(II) Audit Committee operating status

Audit Committee operating status

The Audit Committee convened a total of 5 meetings in the most recent year (2024). The attendance of Independent Directors was as follows:

Title Name Attendance in
person (B)
Attendance
by proxy
Attendance rate(%)
(B/A) (Note1, Note2)
Remarks
(Note 3) (A)
Independent
Director
Chun-Hao Xin 3 0 100 Former member.
Should attend 3
times.
Independent
Director
Mei-Hsiang Pai 3 0 100 Former member.
Should attend 3
times.
Independent
Director
Chih-Ming Chen 3 0 100 Former member.
Should attend 3
times.
Independent
Director
Kuang-chih Huang 5 0 100 Re-election.
Should attend 5
times.
Independent
Director
Chi-Shan Hung 2 0 100 Newly elected.
Should attend 2
times.
Independent
Director
Chin-Cheng Kao 2 0 100 Newly elected.
Should attend 2
times.
Independent
Director
Te-Tsai Lu 2 0 100 Newly elected.
Should attend 2
times.
Note 3: The Companyheld a comprehensive election on June 14,2024
Other matters required to be recorded:
I.
The date of the meeting of the AuditCommittee, 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
13th meeting
January 19, 2024
1. Discussion on the new loan
Guarantee for BeiHai Li Zhun
Electronics Co., Ltd. at Taishin
International Bank Co.,Ltd.
v
None
2. Discussion on establishing a
Philippine company to purchase
land and construct staff
dormitories
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
14th meeting
March 7, 2024
1. Ratification of the Company's
2023 Business Report, financial
statements, and consolidated
financial statements.
v
None
2. The Company's 2023 earnings
v
None
  • 30 -
distributionproposal.
3. Review of the Company’s 2023
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.
3nd Committee
15th meeting
May 3, 2024
1. Review of the consolidated
financial statements for the first
quarter of 2024.
v None
2. Proposal for increasing capital of
Sunon Properties Philippines
Corp. byUSD 20 million.
v None
3. Discussion on the new loan
Guarantee for BeiHai Li Zhun
Electronics Co., Ltd. at HSBC
(China).
v None
4. Internal adjustment of Accounting
Firm: replacement of Certified
Public Accountant(CPA)
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.
4th Committee
1st meeting
August 8, 2024
1. Review of the consolidated
financial statements for the second
quarter of 2024.
v None
2. Discussion on increasing the
Chairman's bank credit
authorization amount.
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.
4th Committee
2nd meeting
November 11,
2024
1. Review of the consolidated
financial statements for the third
quarter of 2024.
v None
2. Establishing the Company's
"Internal Control System".
v None
3. Approving the engagement in
derivative transactions.
v None
4. Amendment of the Company's
"Corporate Governance Code of
Practice".
v None
5. Amendment of the Company's
"Audit Committee Charter"
v None
6. Amendment of the Company's
"Board of Directors Meeting
Rules".
v None
7.
Discussion on the Company’s
2025 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.

(II) In addition to matters above, other resolutions that have not been approved by the Audit Committee but have been passed by a vote of two-thirds or more of the entire Board of Directors: None.

II. The Independent Directors' avoidance of interest motion should indicate the names of the Independent Directors, content of the motion and reasons of avoidance of interest as well as the

  • 31 -

involvement in voting: None.

  • III. Independent Directors' communication with internal auditors and CPAs (including communication over the Company's financial and business status and the methods and results, etc.) Communication between Independent Directors and internal auditors:

  • (I) Communication policy between Independent Directors and internal auditors and accountants:

  • The Audit Plan for the following year shall be approved by the Audit Committee at the end of each fiscal year and filed to the Board of Directors for resolution.

  • 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

2024:

involvement in voting: None.
III. Independent Directors' communication withinternal auditors and CPAs (including communication
over the Company's financial and business status and the methods and results, etc.)
Communication between Independent Directors and internal auditors:
(I)
Communication policy between Independent Directors and internal auditors and accountants:
1. The Audit Plan for the following year shall be approved by the Audit Committee at the end of each
fiscal year and filed to the Board of Directors for resolution.
2. The audit progress shall be reported to Audit Committee each quarter.
3. 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.
4. 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.
5. 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
2024:
involvement in voting: None.
III. Independent Directors' communication withinternal auditors and CPAs (including communication
over the Company's financial and business status and the methods and results, etc.)
Communication between Independent Directors and internal auditors:
(I)
Communication policy between Independent Directors and internal auditors and accountants:
1. The Audit Plan for the following year shall be approved by the Audit Committee at the end of each
fiscal year and filed to the Board of Directors for resolution.
2. The audit progress shall be reported to Audit Committee each quarter.
3. 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.
4. 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.
5. 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
2024:
involvement in voting: None.
III. Independent Directors' communication withinternal auditors and CPAs (including communication
over the Company's financial and business status and the methods and results, etc.)
Communication between Independent Directors and internal auditors:
(I)
Communication policy between Independent Directors and internal auditors and accountants:
1. The Audit Plan for the following year shall be approved by the Audit Committee at the end of each
fiscal year and filed to the Board of Directors for resolution.
2. The audit progress shall be reported to Audit Committee each quarter.
3. 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.
4. 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.
5. 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
2024:
involvement in voting: None.
III. Independent Directors' communication withinternal auditors and CPAs (including communication
over the Company's financial and business status and the methods and results, etc.)
Communication between Independent Directors and internal auditors:
(I)
Communication policy between Independent Directors and internal auditors and accountants:
1. The Audit Plan for the following year shall be approved by the Audit Committee at the end of each
fiscal year and filed to the Board of Directors for resolution.
2. The audit progress shall be reported to Audit Committee each quarter.
3. 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.
4. 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.
5. 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
2024:
involvement in voting: None.
III. Independent Directors' communication withinternal auditors and CPAs (including communication
over the Company's financial and business status and the methods and results, etc.)
Communication between Independent Directors and internal auditors:
(I)
Communication policy between Independent Directors and internal auditors and accountants:
1. The Audit Plan for the following year shall be approved by the Audit Committee at the end of each
fiscal year and filed to the Board of Directors for resolution.
2. The audit progress shall be reported to Audit Committee each quarter.
3. 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.
4. 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.
5. 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
2024:
Date Communication status
January 19, 2024
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 October 2023 to December 2023.
Communication
results
No objections at this meeting.
March 7, 2024
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 2023.
Communication
results
No objections at this meeting.
March 7, 2024
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 2024 to February 2024.
2.
2023 Internal Control System Statement.
Communication
results
No objections at this meeting.
May 3, 2024
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 2024.
Communication
results
No objections at this meeting.
August 8, 2024
Preparation
meeting for the
meeting of the
Audit Committee
Attendees Independent Directors Chi-Shan Hung, Chin-Cheng Kao, Te-Tsai
Lu and Kuang-Chih Huang, and the internal auditor Tai-Hsiung
Mao
Communication
items
Audit execution report for April to June 2024.
Communication
results
No objections at this meeting.
November 11,
2024
Preparation
meeting for the
meeting of the
Audit Committee
Attendees Independent Directors Chi-Shan Hung, Chin-Cheng Kao, Te-Tsai
Lu and Kuang-Chih Huang, and the internal auditor Tai-Hsiung
Mao
Communication
items
1.
Audit execution report for July to September 2024.
2.
The 2025 auditplan.
Communication
results
No objections at this meeting.
  • 32 -

  • 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.

    1. Communication between the Company's certifying CPA and the results of the audit of the financial statements.
    1. Review of the Financial Report. 4. Assessment of the effectiveness of the internal control system. 5. Matters involving the personal interests of Directors.

    2. Appointment, dismissal, or compensation of CPAs, as well as a review of the services provided.

    3. Material asset or derivatives transaction.

    4. 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.

    5. 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.

    6. 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.

  • 33 -

  • (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
practicingcorporate 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 November 11, 2024, the sixth
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 majorshareholders 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












(I) The Company has established a set of CorporateGovernance 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 OperatingProcedures and Code of















No deviation.
  • 34 -
Assessed areas Yes Implementation status(Note) Deviations from
Corporate Governance
Best Practice Principles
for TWSE/TPEx Listed
Companies and reasons
No Summary
information yet to be public on the market?
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?

(I) Please refer to the Director Information section on page 5 to page 6of
this Annual Report, and the Disclosure on the Professional
Qualifications of Directors and Independence of Independent Directors
section on page 10 to page 12 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









No deviation.
No deviation.
  • 35 -
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
(III) Has the company established and implemented methods
forassessing 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?
(IV) Does the company periodically evaluate the level of
independence of the CPA?








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
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 2024
evaluation results were compiled by the Secretary of the Board and
reported to the Board of Directors on March 6, 2025 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’s Corporate GovernanceBest Practice Principles
stipulates that the independence and competence of appointed
accountants should be regularly evaluated, and the results submitted to
the Audit Committee and the Board of Directors for approval.
The Company requires that certifiedpublic accountant provide a
Statement of Independence. The Audit Quality Indicators (AQI) report is
used as a reference when evaluating auditors pursuant to the Accountant
Independence and Competency Evaluation Standards (Note 1).
The Company has confirmedthat there are no financial interests or
business relationships between the Company and the accountant apart
from the fees provided for verification or financial tax services, that the
accountant’s family members do not violate independence requirements,
and that the AQI indicators have been applied to confirm the performance
of the accountant and accounting firm in terms of professionalism,
quality control, independence, supervision, and innovation. These results
have been submitted to Audit Committee andBoard of Directors for

























No deviation.
No deviation.
  • 36 -
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
review and approved in March 2025.
IV. Has the publicly-listed company appointed qualified
and suitable number of corporate governance
personnel andappointed 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.Handle matters related to IRs and others described or established in
the Articles of Incorporation or under contract.
II.
The corporate governance implementation in 2024 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, functional committees and shareholders' meeting as
well as legal compliance of resolutions.
(1)Confirmation that shareholders' meetings,Board of
No deviation.
  • 37 -
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
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 2024, 6 meetings of the Board of Directors, 5 meetings of
the Audit Committee, and 5 meetings of the Remuneration
Committee were convened.
(3) Handle priorregistration 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 they constitute a material
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.
7. Engage with investors through IR conferences and shareholders’
meeting.
III. Continuingeducation of the Corporate Governance Officer:
Date of
Training
Institution
Course Name
Course
Hours
2024.05.16~
2024.05.17
Securities &
Futures
Institute
Sustainability Disclosure
Implementation Workshop
9
2024.10.04
2024 Insider Trading
Prevention Awareness.
3
The appointment,duties,and operations of the Corporate Governance


  • 38 -
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
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/CSRDetail.aspx?id=9AF723F62937C974.
No deviation.
VI.
Hasthe 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 aheadof 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 (includingbut not limited to employee
(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.



No deviation.
  • 39 -
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
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)?
We respect and protect employees' interests.
TheCompany 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: To protect employees' health, the Company selects
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 engagements
with employees, investors, Directors, customers, and suppliers through
multiple diverse channels to 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) Continuingeducation of Directors and Supervisors: The Company's


























  • 40 -
Assessed areas Implementation status(Note) 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
Directorsand 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 Note 2 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 forMaking
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 Company has purchased liability insurance for Directors,
Independent Directors, and key managerial officers, and reported the
insurance purchase information to the Board of Directors on November
11, 2024. The insurance coverage period is from November 15, 2024
to November 15,2025.














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)
Improvements Proposed Priority Improvement Items
No more than two Directors of the Company are spouses or second-
degree relatives.
The Sustainability Report must be approved by the Board of Directors.
The Board regularly references audit quality indicators (AQIs) to
assess the independence and competence of Certified Public
Accountants(CPAs).
Establishing specific measures to enhance corporate value, reporting
to the Board, and disclosing information on the Market Observation
Post System(MOPS).
  • 41 -

Note 1: Accountant Independence and Competency Evaluation Standards:

Evaluation items Evaluation
results
Have
independence
and competency
requirements
been met
Aspect One: Professionalism
1. Do senior auditorspossess the required auditingexperience to carryout audit work? Yes Yes
2. Do accountants andsenior auditors receive adequate education and training every year, and continuously acquire
professional knowledge and skills?
Yes Yes
3. Does the firm maintain enough sufficientlyexperienced auditors? Yes Yes
4. Does the firmpossess sufficientprofessionalpersonnel capable of supportingthe audit team? Yes Yes
Aspect Two:QualityControl
1. Are accountant workloads tooheavy? No Yes
2. Are the accountants responsible for Engagement Quality Control Review (EQCR) devoting sufficient time towards
reviewing audit cases?
Yes Yes
Aspect Three: Independence
1. Does the accountant have a direct or significant indirect financial interest in the Company? No Yes
2. Has the accountant obtained financingor endorsementguarantees from theCompany? No Yes
3. Does the accountant have a close business relationshiporpotential employment relationshipwith the Company? No Yes
4. Has the accountant or a member of the audit team served the Company during the audit period as a director, manager, or
in some other role where theyhad a significant impact on audit work?
No Yes
5. Has the accountant providednon-audit services to the Company thatmay directly affect theiraudit work? No Yes
6. Has the accountant brokered shares or other securities issued bythe Company? No Yes
7. Has the accountant defended the Companyor represented the Companyin negotiations duringa dispute with a thirdparty? No Yes
8. Does the accountant have a familial relationship with any of the Company’s directors, managers, or employees who have
a significantimpact onaudit work?
No Yes
9. Has the appointed accountant and members of the audit teamprovided a statement of independence? Yes Yes
Aspect 4: Supervision
1. Does the accountant have a record of receiving a disciplinary penalty from an AccountDisciplinary Committee in the past
twoyears?
No Yes
Aspect Five: Innovation
1. Does the accounting firm have the ability to innovate, and actively establish and implement specific plans to improve and
ensure audit efficiencyandquality?
Yes Yes
  • 42 -

Note 2: Status of continuing education of the Company's Directors in 2024

Title Name Date of
course
Organizer Course name Duration
of the
course
Total hours
of
continuing
education
Representative
of institutional
director
Ching-
Shen
Hong
2024/10/04 Securities & Futures
Institute
2024 Insider Trading
Prevention Seminar
3 hours 6 hours
2024/11/18 Taipei Foundation of
Finance

Corporate Governance
Lecture – Sustainable
Finance
3 hours
Representative
of institutional
director
Li-Ju
Chen
2024/10/04 Securities & Futures
Institute
2024 Insider Trading
Prevention Seminar
3 hours 6 hours
2024/12/09 Taipei Foundation of
Finance

Corporate Governance- IT
Security- Personal Data
SecurityAudit
3 hours
Representative
ofinstitutional
director
Ling-
Wen
Huang
2024/10/18 Securities & Futures
Institute
2024 Insider Trading
Prevention Seminar
3 hours 12 hours
2024/11/08 Securities & Futures
Institute
2024 Insider Trading Legal
Compliance and Awareness
Seminar
3 hours
2024/12/03 Taiwan Digital
Governance
Association
Corporate Sustainability and
the Operation of Audit and
Remuneration Committees
3 hours
2024/12/05 Chinese Financial
and Economic
Development
Association
Global and Taiwan Economic
Outlooks
3 hours
Representative
of institutional
director
Fu-
Sheng
Huang
2024/09/20 Securities & Futures
Institute
2024 Insider Trading
Prevention Seminar
3 hours 12 hours
2024/11/08 Securities & Futures
Institute
2024 Insider Trading Legal
Compliance and Awareness
Seminar
3 hours
2024/11/23 Accounting
Research and
Development
Foundation
Effective Internal Control
over Sustainability Reporting
3 hours
2024/12/02 Taipei Foundation of
Finance

Corporate Governance - Fair
Customer Treatment
Principles in the Financial
Services Industry
3 hours
Representative
of institutional
director
Ching-
Liang
Chen
2024/10/04 Securities & Futures
Institute
2024 Insider Trading
Prevention Seminar
3 hours 9 hours
2024/11/12 Taiwan Corporate
Management and
Sustainable
Development
Association
Practices of the Board of
Directors and Shareholders'
Meetings of Listed
Companies
3 hours
2024/11/12 Taiwan Corporate
Management and
Sustainable
Development
Mergers and Acquisitions
Strategies and Planning
3 hours
Independent
Director
Kuang-
Chih
Huang
2024/09/20 Securities & Futures
Institute
2024 Insider Trading
Prevention Seminar
3 hours 6 hours
2024/11/08 Taipei Foundation of
Finance

Corporate Governance: The
Role of Controlling
Shareholders and
Accountability
3 hours
Independent
Director
Chi-
Shan
Hung
2024/04/12 Taiwan IR
Association
Steering Corporate Wisdom
Forward: Corporate
Governance Leadingthe Way
3 hours 15 hours
  • 43 -
Title Name Date of
course
Organizer Course name Duration
of the
course
Total hours
of
continuing
education
2024/09/20 Securities & Futures
Institute
2024 Insider Trading
Prevention Seminar
3 hours
2024/11/08 Corporation
Governance
Association
Corporate Governance 3.0:
Practical Analysis of
Sustainability Reports
3 hours
2024/12/24 Taiwan Corporate
Management and
Sustainable
Development
M&A Legal Framework and
Case Sharing
3 hours
2024/12/24 Taiwan Corporate
Management and
Sustainable
Development
Corporate Sustainability and
Net-Zero Transition
3 hours
Independent
Director
Te-Tsai
Lu
2024/09/20 Securities & Futures
Institute
2024 Insider Trading
Prevention Seminar
3 hours 12 hours
2024/11/18 Taipei Foundation of
Finance

Corporate
Governance-
Sustainable Finance
3 hours
2024/11/26 Accounting
Research and
Development
Foundation
Common Deficiencies in
Financial Statement Reviews
and Issues with Asset
Acquisition/Disposal
3 hours
2024/12/05 The Chinese
Financial and
Economic
Development
Association
Global and Taiwan Economic
Outlooks
3 hours
Independent
Director
Chin-
Cheng
Kao
2024/10/18 Securities & Futures
Institute
2024 Insider Trading
Prevention Seminar
3 hours 12 hours
2024/10/25 Securities & Futures
Institute
2024 Insider Trading Legal
Compliance and Awareness
Seminar
3 hours
2024/11/13 Securities & Futures
Institute
Challenges and Opportunities
in Sustainable Development
Pathways and Introduction of
Greenhouse Gas Inventories
3 hours
2024/11/13 Securities & Futures
Institute
Practices of Audit
Committees
3 hours
  • 44 -

  • (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

March 30, 2025

Identity
Type
Criteria
Name
Professional Qualifications and
Experience (Note 1)
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)
Chin-Cheng
Kao
MBA in Management Science,
National Chiao Tung University
Bachelor degree in Psychology,
National Taiwan University
General Manager, Kai-Lue
Enterprise Management Co., Ltd.
General Manager, Pan-Asia
Management Consultants
Corporation
Manager, China Productivity Center
Special Assistant of the Chairman
and Factory Director, Fu-I Fiber
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
Public Companies.
-
Independent
Director
Chi-Shan
Hung
Master degree in Laws, National
Cheng Kung University
Bachelor degree in Public Finance,
National Cheng Kung University
Director-General of National
Taxation Bureau of Kaohsiung,
M.O.F.
Director-General of National
Taxation Bureau of the Southern
Area, M.O.F.
Deputy Director-General of the
Taxation Administration, M.O.F.
Independent Director, Hua Yu Lien
Development Co., Ltd.
Independent Director, Ping Ho
Environmental Technology Co., Ltd.
Independent Director, Nan Liu
Enterprise Co., Ltd.
Corporate Director Representative,
Flexium Interconnect,Inc.
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.
3
Committee
Member
Chih-Ming
Chen
Master degree in 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.
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
-
  • 45 -

Compliance Matters for Public Companies. Note 1: Does not have any of the conditions stated in the subparagraphs of Article 30 of the Company Act.

  • 46 -

Operation of Remuneration Committee

  • I. The Company's Remuneration Committee is comprised of three members.

  • II. Current term for the members: June 14, 2024 – June 13, 2027; a total of 5 meetings of the Remuneration Committee were held in the most recent year (2024). The members' qualifications and attendance were as follows:

Title Title Name Name Attendance
in person
(B)
Attendance
by proxy
Attendance
by proxy
Attendance
rate (%)
(B/A)
Attendance
rate (%)
(B/A)
Remarks
(A)
Convener Mei-Hsiang Pai 3 0 100 Former member.
Should attend 3
times.
Committee
member
Chun-Hao Xin 3 0 100 Former member.
Should attend 3
times.
Convener Chin-Cheng Kao 2 0 100 Newly-
appointed.
Should attend 2
times.
Committee
member
Chi-Shan Hung 2 0 100 Newly-
appointed.
Should attend 2
times.
Committee
member
Chih-Ming Chen 5 0 100 Re-election.
Should attend 5
times.
Note: The Companyheld a comprehensive election on June 14,2024
Other
I.






II.



III.
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
handlingof opinions of the Committee members:
Date
Discussion items
Resolutions
The Company's
response to
opinions of the
members
January 19, 2024
1. The 2023 year-end bonus for
managerial officers
2. Adjustment of executive
salaries
Passed by all
members of
the
Committee in
attendance
Submitted to the
Board meeting
and passed
unanimously by
all Directors in
attendance
March 7, 2024
1. The 2023 remuneration
distribution proposal for
Directors and employees.
2. The 2023 employee
Passed by all
members of
the
Committee in
Submitted to the
Board meeting
and passed
unanimouslyby
Date Discussion items Resolutions The Company's
response to
opinions of the
members
January 19, 2024 1. The 2023 year-end bonus for
managerial officers
2. Adjustment of executive
salaries
Passed by all
members of
the
Committee in
attendance
Submitted to the
Board meeting
and passed
unanimously by
all Directors in
attendance
March 7, 2024 1. The 2023 remuneration
distribution proposal for
Directors and employees.
2. The 2023 employee
Passed by all
members of
the
Committee in
Submitted to the
Board meeting
and passed
unanimouslyby
  • 47 -
remuneration for managerial
officers
attendance all Directors in
attendance
May 3, 2024 1. The company will implement
an employee share ownership
trust plan to retain and
motivate employees. The plan
will be funded by a corporate
contribution, targeting eligible
managers who meet the
qualification criteria
Passed by all
members of
the
Committee in
attendance
Submitted to the
Board meeting
and passed
unanimously by
all Directors in
attendance
August 8, 2024 1. Remuneration and distribution
ratio for directors and
functional committee
members, as well as traffic
allowances and director
compensation.
2. Salary adjustment for the
Company’s executives.
3. Proposal to allocate Company
funds for the addition of
eligible managers to the
Employee Stock Ownership
Trust Plan.
Passed by all
members of
the
Committee in
attendance
Submitted to the
Board meeting
and passed
unanimously by
all Directors in
attendance
November 11, 2024 1. Amendment of Employee
Salary Review Procedure.
2. Proposal to allocate Company
funds for eligible managers to
participate in the second
Employee Stock Ownership
Trust Plan.
Passed by all
members of
the
Committee in
attendance
Submitted to the
Board meeting
and passed
unanimously by
all Directors in
attendance
  • IV. The Company's Remuneration Committee shall consist of no fewer than three members appointed by resolution of the Board of Directors. One shall serve as the convener. 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.

  • 48 -

  • (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 Committee is composed of seven members, with
the Chairman serving as the Chairperson and the Corporate Governance
Officer as the Executive Director. Together with one Director and four
core operational executives, they jointly plan and implement the
Company's sustainable development, setting short, medium, and long-
term sustainable development plans.
The Committee has established four execution groups under its
jurisdiction: the Environmental Sustainability Group, the Green Supply
Chain and Risk Management Group, the Employee Relations and Social
Participation Group, and the Corporate Governance Group. These groups
identify key sustainable issues concerning the Company's operations and
stakeholders, develop response strategies, and establish work guidelines.
Sustainable Development Committee reported to the Board of Directors
each quarter regarding ESG activities and results as well as future plans
and prospects. Dates of reports made to the Board of Directors in 2024
were March 7, May 3, August 8, and November 11, 2024.
Implementation results for 2024 include (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) Received ISO50001 energy
management system certification. (6) Implementation of internal
carbon pricing control plan. (7) Implementation for reducing carbon
emissions with 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) Establish
carbon footprint system.
The Board of Directors reviews and supervises the Company'ssustainable
development strategy and the progress of various projects, providing
guidance when necessary.


No deviation.
  • 49 -
Assessed areas Implementation status Implementation status Implementation status Deviations from the Sustainable
Development Best-Practice
Principles for TWSE/TPEx Listed
Companies and reasons thereof
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 andreports its progress to the
Board of Directors?



The disclosed data covers the Company's sustainability performance at
major locations from January to December 2024. The risk assessment
boundary primarily includes the Company itself, encompassing sites in
Taiwan, three production sites in China, and one production site in the
Philippines. Additionally, due to the significant impact on key
environmental topics, subsidiaries in the United States, Europe, and India
are also included in the scope.
TheSunonwealth Sustainable Development Committee has used the GRI
3 standards from the 2021 version of the GRI as a basis for establishing
communications with internal and external stakeholders. The Committee
has also taken into account industry issues, the UN Sustainable
Development Goals, and the Sustainability Accounting Standards Board
(SASB) standards to assess material ESG issues, establishing risk
management policies and implementing specific measures to effectively
identify, measure, assess, monitor, and control these risks, in order to
reduce their impact.
8 material issues were identified in 2024, and the following risk
management strategies have been established after an assessment:








No deviation.
Material
Issues
Risk
Assessment
Items
Description
Environment Greenhouse gas
inventory
1. Regularly conduct greenhouse
gas inventories following the
ISO14064-1 standards, and
continuously implement carbon
reduction measures based on the
inventory results.
2. Actively participate in the
science-based targets initiative
(SBTi). In the future, the
Company shall implement carbon
reduction targets in line with the
path limiting global warming to
1.5°C, commit to halving Scope 1
and Scope 2 carbon emissions by
2030, and achieve net zero carbon
emissions by2050.
  • 50 -
Assessed areas Implementation status Implementation status Deviations from the Sustainable
Development Best-Practice
Principles for TWSE/TPEx Listed
Companies and reasons thereof
Yes No Summary
3. Build a climate risk identification
process for the Company based
on the TFCD framework. Have
different departments come
together to discuss climate risks
and opportunities, and develop
response measures.
Energy
management
1. The Company follows a three-
pronged strategy of energy
conservation, energy purchase,
and energy creation to effectively
improve energy efficiency.
2. Continue purchasing green power
to increase use of renewable
energy resources by 7.2% each
year.
3. The Company has already
adopted the ISO 50001 Energy
Management Standards for our
Taiwan headquarters, and
obtained external verification. In
the future, we shall gradually
introduce these standards to each
of our overseas business locations
in order to effectively control our
energy usage rates and implement
energymanagementgoals.
Raw materials
management
1. Adopted a product carbon
footprint system and provided
guidance to suppliers on
conducting greenhouse gas
inventories, in order to complete
collection of raw materials carbon
footprint data.
2. The Company independently
recycles reusable packaging
materials,and returns these
  • 51 -
Assessed areas Implementation status Implementation status Deviations from the Sustainable
Development Best-Practice
Principles for TWSE/TPEx Listed
Companies and reasons thereof
Yes No Summary
materials to suppliers to be reused
in packaging for raw materials,
allowing us to effectively reuse
resources.
Social Product quality
and safety
1. The Company is committed to
implementing product quality
policies and measures to ensure
that customers receive the best
services and quality.
2. We constantly stay updated on
international environmental laws
and regulations, and requirements
for managing chemical
substances used for our products.
We closely monitor hazardous
substances with significant
environmental impact, identifying
and implementing controls for
these substances.
3. The Sunonwealth Quality
Management System has been
established based on the ISO
9001, IATF 16949, and IEQC QC
080000 international standards.
We have continuous renewed our
certifications for these standards
to ensure that they stay valid,
ensuring that products meet
customer needs and comply with
laws and regulations.
Corporate
governance
Economic
Performance
1. Strengthen development of
cooling modules and liquid
cooling products, expand the
scope of product services, and
deepen customer partnerships.
2. Increase product exposure and
expand marketpresence through
  • 52 -
Assessed areas Implementation status Implementation status Deviations from the Sustainable
Development Best-Practice
Principles for TWSE/TPEx Listed
Companies and reasons thereof
Yes No Summary
strategic alliances and brand
partnerships.
3. Continue expanding market for
AI server and automotive
applications through the
Company’s leading product
technology.
4. Improve our global
manufacturing portfolio to meet
NCNT requirements from
customers, reducing geopolitical
risks and increasing production
flexibility.
Risk response
measures
1. Complete internal risk
identification and assessment
following risk management
policies and procedures, and
implement risk mitigation
measures.
2. Regularly review and revise risk
mitigation measures to reduce
losses should a risk occur.
Code of Ethics 1. Adhering to a corporate culture of
ethical corporate management,
the Company considers integrity,
responsibility, fairness, and
transparency to be our most
important guiding principles, and
has established policies and rules
on ethical corporate management.
2. The Company has implemented a
series of measures and
management mechanisms,
including signing ethical
commitments and providing
education and training on ethics
from time to time. We have also
  • 53 -
Assessed areas Implementation status Implementation status Deviations from the Sustainable
Development Best-Practice
Principles for TWSE/TPEx Listed
Companies and reasons thereof
Yes No Summary
conducted due diligence checks
on our suppliers.
3. The Company has established a
variety of complaint and
whistleblowing channels in order
to mitigate the impact of any
ethical corporate management or
business ethics violations.
Compliance 1. Complied with the laws and
regulations of each operating
location as a minimum
requirement.
2. Established a governance system
and implemented internal control
mechanisms to ensure compliance
with relevant laws and
regulations.
3. Applied for patents for products
developed by the Company in
order to protect the Company’s
interests.
III. Environmental issues
(I) Has the Company established a proper environmental
management system based on the characteristics of the
industry?
(II) Does the company endeavor to utilize energy more
efficientlyand use renewable materials that have low





(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
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 Electronics (Bei Hai), and Lizhun Electronics
(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).
(II) The Company has actively promoted various energy reduction
measures and chosen to use high energyefficiencyand energy












No deviation.
  • 54 -
Assessed areas Implementation status Implementation status Implementation status Deviations from the Sustainable
Development Best-Practice
Principles for TWSE/TPEx Listed
Companies and reasons thereof
Yes No Summary
impact on the environment?
(III) Does the company evaluate the potential risks and
opportunities in climate change with regard to the
present andfuture of its business, and take appropriate
action to address issues?
(IV) Does the company take inventory of its greenhouse gas
emissions,water consumption,and total weight of






conserving equipment, reducing the total energy consumed by the
Company and our products, expanded renewable energy usage rate, as
well as introduced ISO50001 energy management system to optimize
energy efficiency.
As of 2024, the total electricity consumption reached 40,623,132.6
kWh, with the renewable energy usage rate achieving 42%. This
marks a significant increase compared to the baseline year 2022 and
the previous year’s renewable energy usage rates of 1% and 10%,
respectively. The company successfully met its annual target of
increasing the renewable energy usage ratio by 7.2%.
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.
(III) The Company's Sustainable Development Committee is the highest-
ranking organization for climate change management. The Committee
is composed of seven members, with the Chairman serving as the
Chairperson and the Corporate Governance Officer as the Executive
Director. Together with one Director and four core operational
executives, they jointly plan and implement the Company's
sustainable development
They review the Company's climate change strategies and goals,
manage climatechange 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 Company identifies short, medium, and long-term climate risks
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 2024
greenhousegas inventoryin accordance with ISO 41064-1. As of the

























  • 55 -
Assessed areas Implementation status Implementation status Implementation status Deviations from the Sustainable
Development Best-Practice
Principles for TWSE/TPEx Listed
Companies and reasons thereof
Yes No Summary
waste in the last two years, and implement policies on
greenhouse gas reduction, water use reduction, or waste
management?

date of printing this annual report, the greenhouse gas inventory data
for various factory sites in 2024 was still undergoing 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: tons CO2e
Y2023
Y2024
Scope 1
2,337.8
2,231.4
Scope 2
20,473.8
13,161.0
Scope 3
230,220.9
123,048.4
Total
253,032.5
138,440.8
Emission Intensity
(Greenhouse gas
emissions per
million revenue)
19.59
9.47
The total greenhouse gases of scope 1 and 2 emitted by the
Company and our subsidiaries in 2024 totaled 15,392.4tons CO2e,
decreasing by 32.5% as compared to the previous year. The
decrease was mainly due to gradually phase out high-energy-
consuming equipment and increase the use of renewable energy.
Indirect greenhouse gas emissions from Scope 3 procurement of
raw materials accounted for approximately 89% of total emissions.
To achieve greenhouse gas reduction targets, the Company plans
to conduct emissions assessments for purchased materials and
explore alternative low-carbon procurement strategies.
Sunonwealth has submitted its commitment to the Science Based
Targets initiative (SBTi) in 2023 and applied for target validation
in February 2025. The Company will establish decarbonization
goals aligned with the 1.5°C emissions reduction pathway and
continue increasing its renewable energy adoption rate.
2. The Company does not generate industrial wastewater due to
process factors and only discharges domestic wastewater. Even
though, the Company has paid close attention to environmental
issues on theconservation of water resources. We have
implemented water conservationplans,includingcomprehensive

















  • 56 -
Assessed areas Implementation status Implementation status Implementation status Implementation status Deviations from the Sustainable
Development Best-Practice
Principles for TWSE/TPEx Listed
Companies and reasons thereof
Yes No Summary








3.
water conservation measures for water consumed during daily life
activities, in order to optimize available water resources.
Water consumption in the past 2 years:
Unit: million liters
Year
Total water consumption
2024
265.04
2023
299.54
The Company has long been devoted to reducing the impact of
our operations on the environment and responding to climate
anomalies caused by climate change. We have actively promoted
water conservation and waste reduction policies at each of our
plants. The Company's water consumption was 265.04 million
liters in 2024, reducing by 11.5% as compared to 299.54 million
liters in 2023. The changes show that we have fully implemented
the water and waste reduction policies.
The Company is committed to environmental protection, and has
established policies for reducing waste. The Sustainable
Development Committee conducts a performance review for
these policies each year, and in 2024 the Company and our
subsidiaries obtained ISO 14001 environmental management
systems certification.
Waste output in the past 2 years:
Unit: metric tons


Year Hazardous
waste
Non-hazardous
waste

Total waste
2024 92.354 1,553.024 1,645.378
2023 148.448 897.154 1,045.602
�The Company's waste is cleaned and disposed of pursuant to
laws and regulations. In 2023 we switched to categorizing
waste according to type.
In order to sustainably reuse resources, the Company's principle
for treating wasteis to first reuse waste within the plant, reducing
use of raw materials. If waste cannot be reused, it is recycled
instead, and then finally incinerated or buried.
The Companyand our subsidiariesproduced a total of 1,645.379
  • 57 -
Assessed areas Implementation status Implementation status Implementation status Deviations from the Sustainable
Development Best-Practice
Principles for TWSE/TPEx Listed
Companies and reasons thereof
Yes No Summary
metric tons of waste in 2024, an increase of 57.4% compared to
the 1,045.602 metric tons produced in 2023. The primary reason
for the increase in waste generation this year is the large-scale
disposal of inventory items from discontinued models at the
factory sites. 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, by 2025, the company aims to
reduce the waste generation index by 0.5%. In the medium term,
by 2030, the target is a 1.9% reduction, and in the long term, by
2050, the goal is to achieve a 7.4% reduction in the waste
generation index.
IV. Social issues
(I)
Has the Company formulated appropriatemanagement
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.
Established various human rights policies to protect the basic rights of
employees andstakeholders. Included provisions on human rights in
the Company’s social responsibility policies and declarations, in order
to ensure that suppliers and external contractors providing workers to
the Company comply with the Company’s human rights protection
policies. These suppliers and contractors are required to sign and
comply with Company rules. The Company also conducts regular
audits every year to ensure that human rights policies are being
implemented. Please refer to the Company’s website for more
information.
The Company identifies human rights issues and develops a human
rights policy along with risk mitigation measures.
The Company's human rights management policies and specific
human rights measures are summarized as follows:
















No deviation.
Human Rights
Issues
Management
Procedures
Preventive Measures
Non- Anti- There shall be no
  • 58 -
Assessed areas Implementation status Implementation status Deviations from the Sustainable
Development Best-Practice
Principles for TWSE/TPEx Listed
Companies and reasons thereof
Yes No Summary
Discrimination discrimination and
anti-harassment
management
procedures
discrimination based on
gender, nationality,
religion, or health
conditions, etc., when
hiring, training,
determining salary and
compensation, promoting
or adjusting salary,
dismissing, or retiring
employees.
Employee
Freedom of
Association
Freedom of
association
management
procedures
Employees may
independently organize
employee representation
groups and social groups
without restriction from the
Company, should doing so
not violate any laws or
regulations.
Child Labor Management
procedures
prohibiting child
labor and
providing
remediation in the
event of abuse
The Global Human
Resources Division verifies
the identities of employees
during recruitment,
confirming that they are at
least 16 years of age.
Adolescent
Workers
Management
procedures for
underage, student,
intern, and work-
study employees
Evaluate the working
conditions and potential
risks that underage workers
face. Provide required
safety and education
training and protective
working gear, and prohibit
adolescent workers from
engaging in dangerous or
hazardous work.
Forced Labor Management The Global Human
  • 59 -
Assessed areas Implementation status Implementation status 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?




procedures against
punitive, forced,
and prison labor
Resources Division records
employee working hours
each month. Supervisors
appropriately manage
employee workloads to
prevent issues such as
employees working
excessive overtime or not
getting enough rest, which
may potentially affect
employee mental and
physical health.








(II) The Company has established working rules and related human
resource management regulations, which describe the basic wage paid
to Company employees, working hours, vacation days, pension
payments, national labor and health insurance payments, and
occupational accident compensation provided to employees, all of
which comply with the Labor Standards Act. The Company's
remuneration policy provides for employee remuneration based on
each employee’s personal abilities, contribution, and performance.
This remuneration is also positively correlated with business
performance.
Employee compensation
The Company's year-end bonus system provides bonuses based on
the Company's profits. After taking into consideration performance
evaluation results for the year, bonuses are distributed to all
employees in order to encourage all employees to work hard
together to achieve the Company’s goals. The employee
remuneration is as stipulated in the Company's Articles of
Incorporation. The Company shall allocate no less (including) than
2% of its profits for the year as employee remuneration. The
Company shall allocate no less (including) than 3‰ of its profits for
the year as junior employee remuneration.
Employee benefits
The Company has established an Employee Welfare Committee, and
allocates certain % of the Company's total revenue as welfare funds
  • 60 -
Assessed areas Implementation status Deviations from the Sustainable
Development Best-Practice
Principles for TWSE/TPEx Listed
Companies and reasons thereof
Yes No Summary
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.
The Company has established an "Employee Stock Ownership Trust
Plan," providing corresponding incentive bonuses to help employees
save small amounts over the long term. This initiative aims to
support employees in building flexible financial planning for short-,
medium-, and long-term capital utilization.
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 2024, 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 1.44%
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 Companyhas accumulated losses,the Company

  • 61 -
Assessed areas Implementation status 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 andhealthy working
environment and provide employees with regular safety
and health training?


shall set aside a part of the surplus profit first for making up the
losses. Should the Company make a profit for the year, it shall
allocate no less than (including) 3‰ of the profits for salary
adjustments or bonuses for junior employees. However, if the
company has accumulated losses, these losses must be offset first.
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.
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
2024, 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 servicesfor 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 2024, 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 solutionsacross 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 2024. The drills included personnel
evacuation, explanation of theoperation 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 CO2gas concentration














  • 62 -
Assessed areas Implementation status 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?
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) everysix 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.
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
2024
52,759
439,157 hours
2023
40,641
401,747 hours
8. The number of fire incidents in 2024 was 2: (1) A fireoccurred in
the information data center, with no casualties reported. (2) A fire
broke out in the silent room due to improper cleaning of solder pins,
but no casualties reported. The company has thoroughly reviewed
and implemented improvement measures: (1)The information data
center has been integrated into the fire automatic alarm system, and
automatic fire suppression devices have been activated. (2)
Chemical management in the workshop has been strengthened,
with strict prohibition on bringing ignition sources into the factory.
Additionally, employee safety training has been enhanced.
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.
(IV) 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.
Career training in the past two years



















  • 63 -
Assessed areas Implementation status Implementation status 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 customerprotection 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)
Year Training
participants
Training hours

















2024 64,617 488,179
2023 42,940 307,696
  • 64 -
Assessed areas Implementation status Implementation status Deviations from the Sustainable
Development Best-Practice
Principles for TWSE/TPEx Listed
Companies and reasons thereof
Yes No Summary
have met 100% of the followingcriteria.
Supplier
evaluation
All suppliers must pass the supplier evaluation,
and complywith the Supplier Code of Conduct.
Suppliers of raw materials for the Company’s
production processes must have obtained
ISO9001 quality management system
certification.
Contractors for plant operations and other related
operations must have obtained ISO45001
occupational safety and health management
system certification.
Responsible Business Alliance (RBA) Code of
Conduct supplier evaluation.
100% of suppliers have submitted the supplier
declaration and self-evaluation documents.
Suppliers must have obtained valid factory
registration certificates issued by the government
and the ISO14001 environmental management
certification,based on their business category.
Green supply chain management: The Company
has implemented the hazardous material
management system IECQ QC 080000,
established a hazardous substance management
system, and implemented the green product
management system.
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 2024 supplier audit.
Please refer to the Company’s Sustainability Report for more
information on sustainable supply chain management and
implementation.
  • 65 -
Assessed areas Implementation status Implementation status Implementation status Deviations from the Sustainable
Development Best-Practice
Principles for TWSE/TPEx Listed
Companies and reasons thereof
Yes No Summary
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 thecompany 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 2024 Sustainability
Report is being assured, and complete assurance information shall be
disclosed in the Sustainability Report.
The 2023 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 ofthe "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.
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 also promoted the_Liao-Fan's Four Lessons_to purify people's minds. Our employees are also dedicated to charity activities. Please refer to the
Company’s SustainabilityReport for the relatedpublic welfarepromotion.
  • 66 -

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 energy saving and
waste reduction management.
Date of reports made to the Board of Directors in 2024: March 7, May 3, August 8, and November 11.
Management
The Sunonwealth Sustainability Development Committee, under the supervision of the Board of Directors, is
the highest-level sustainable development unit within Sunonwealth. The Committee is composed of seven
members, with the Chairman serving as the Chairperson and the Corporate Governance Officer as the
Executive Director. Together with one Director and four core operational executives, they jointly plan and
implement the Company's sustainable development.
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 Executive
Director coordinates these four taskgroups to implement the Company’s sustainable operationsphilosophy.
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 opportunities, and discusses short-term, medium-term, and long-term operational strategies
and countermeasures. 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 10years ahead in the future.
Risks and
Opportunities:
Term
Impact
Response Measures
Transformation
Risks
�Short-term: Energy price
fluctuations, supply chain
disruptions, and energy
transition.
� Medium-term: Greenhouse
gas emissions
management, greenhouse
gas reduction targets,
energytransition,low-
Business shutdowns
may lead to declines
in revenue, energy
price fluctuations
resulting in increased
operating costs, and
energy transition
needs increasing
capital expenditures.
1. Introduce strategies for reducing carbon
footprints and other environmental
impacts, such as strategies for
improving energy efficiency,
establishing green energy autonomy
through solar panels, introducing
energy storage equipment, increasing
the use of green electricity, and
reducingenergyconsumption.
  • 67 -
carbon technology
development, and carbon
price fluctuations.
�Long-term: Increased cost
of greenhouse gas
emissions (emissions
cap/carbon tax/energy
tax).
2. Invest in carbon offset projects,
purchase carbon emission allowances,
etc.
3. Actively apply for government
programs subsidizing investment into
equipment necessary for energy
transition, reducing the financial
pressure on the Company.
Physical risks �Short and medium term:
Increasing severity of
extreme weather events
such as typhoons and
floods.
�Long-term: Average
temperatures rise.
Increased operating
or maintenance costs,
typhoons or floods
potentially affecting
factory operations,
leading to production
lines suspending
work, in turn
resulting in
decreased revenues.
1. Establish a climate risk management
system, incorporating this system into
the corporate risk management
framework, and explore the
development of a climate risk budget to
cover potential losses resulting from
natural disasters. At the same time, the
Company will evaluate whether to
include insurance costs into financial
plans, in order to compensate for
financial losses incurred by the
Company’s operations due to natural
disasters.
Market
opportunities
�Short and medium term:
Demand for low-carbon
products and services, and
policy incentives.
�Long-term: Low-carbon
transformation of supply
chains.
Increase the share of
revenue contributed
by green products,
green products
become more
competitive.
1. Continue developing high-efficiency
and low power consumption products.
2. Work together with supply chain
partners to create low-carbon/low
power consumption/recyclable and
reusable products and services
solutions.
3. Strengthen communications with the
government and stakeholders,
participate in establishing and
implementing relevant policies, seek
outgovernment support and incentives.
3. Describe the financial impact of extreme climate
events and actions for transformation
Extreme climate events 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 cause operating costs to rise due to the international carbon tariff pressures, product
carbon footprint requirements, carbon fees, or carbon taxes, lead to higher R&D costs due to the adoption of
innovativegreen technologies and increase CAPEX attributingto energytransition requirements. These
  • 68 -
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-termprofits and benefit corporate sustainability development.
4. Describe how climate risk identification,
assessment, and management processes are
integrated into the overall risk management
system.
The Sustainability Development Committee sets up four major functional organizations, utilizing methods
such as literature collection, expert consultation, climate risk scenario analysis tools, industry case studies,
and empirical rules to identify, assess, and manage climate-related risks and opportunities. It also formulates
strategies and objectives accordingly. Furthermore, 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.
5. 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
setting direct emissions from business operations (Scope One) and indirect emissions from energy use (Scope
Two) together to decrease by 6.25% emissions as an annual target. While regarding to indirect emissions
caused by our value chain (Scope Three), we also set an annual target by lowing 2.5% emissions. Future plan
details include: I. Continue to proactively and independently reduce carbon emissions through developing
energy saving manufacturing equipment, optimizing production efficiency and energy usage efficiency. II.
Increase renewable energy usage rate gradually year over year. The Company shall also promote these
measures to the supply chain, taking concrete action to support the low-carbon energy transition. III. 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. V. Introduce renewable and low-carbon materials and continuously develop product technology
with motor and energyefficiencyadvantages.
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 of international carbon market prices, the carbon fees and
taxes set by greenhouse gas regulations, and the Company's internal carbon reduction costs to create an
internal carbon price. This internal carbon price is used to assess investments into new equipment, where the
cost of carbon emissions from energy consumed by the equipment or released due to fugitive emissions from
air conditioning across the equipment’s lifespan is valued using this price. This allows us to quantify the
specific cost of all future carbon emissions that a new piece of equipment will generate, allowing us to more
rigorously weigh the costs and benefits of investinginto newequipment to reduce carbon emissions.
8. If climate-related targets are set,describe the Sunonwealth has announced that we shall achieve net zero carbon emissions by2050. Based on the science-
  • 69 -

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).

  1. Greenhouse gas inventory and assurance conditions, reduction goals, strategies, and specific action plans (separately describe in sections 1-1 and 1-2).

based targets initiative (SBTi), we have established a path for reducing carbon emissions in line with the scenario to limit temperature increases to 1.5°C, and have committed to halving carbon emissions by 2030 and achieving net zero carbon emissions by 2050, while at the same time implementing a renewable energy transition plan. In the future, we shall gradually increase our use of renewable energy year by year. Total Scope 1 and 2 carbon emissions in 2024 amounted to 15,392 metric tons of CO2e, a decrease of 37% compared to the base year of 2022. Our renewable energy utilization rate reached 42% in 2024.

Greenhouse gas inventory and assurance, reduction targets, strategies, and specific action plans are as described in the table below.

  • 70 -

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 (tons CO2e), intensity (tons CO2e/million yuan), and data scope for greenhouse gases in the past two years.

2024 Greenhouse gas emissions

Company Scope 1 Scope 2 Intensity of Scope1&2
(tCO2e/million
revenue)

Scope 3
Intensity of Scope3
(tCO2e/ million
revenue)
Parent
Company
117.157 2,160.877 0.210 2,215.558 0.204
Subsidiary 2,114.199 11,000.155
3.489
120,832.838 32.150
Total 2,231.356 13,161.032 1.053 123,048.396 8.414
2023 Greenhousegas emissions
Company Scope 1 Scope 2 Intensity of Scope1&2
(tCO2e/million
revenue)

Scope 3
Intensity of Scope3
(tCO2e/ million
revenue)
Parent
Company
128.782
2,385.035

0.261

1,430.684

0.148
Subsidiary 2,209.046
18,088.761

6.196

228,790.198

69.840
Total 2,337.827
20,473.797

1.766

230,220.882

17.826

The organization’s boundaries this year includes the following locations: Sunonwealth Electric Machine Industry Co., Ltd. (Kaohsiung headquarters, Kaohsiung Factory, and Taipei Office), Sunon Electronics (Kunshan) Co., Ltd., Sunon Electronics (Bei Hai) Co., Ltd., Lizhun Electronics (Bei Hai) Co., Ltd., Sunon Electronics Philippines Corp., Sunon INC., Sunon SAS., Sunon Electronics India Private Limited.

  • 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).

  • 71 -

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 2024 is currently being assured by the responsible assurance organization, and complete assurance information shall be disclosed in the Sustainability Report. 2023 Greenhouse Gas Assurance Information

Company Assurance Scope Assurance
Organization
Assurance Standards Assurance Opinions Issued
Parent
Company
Scope 1, 2 and 3 DNV Business
Assurance Co., Ltd.
ISO 14064-3 The greenhouse gas inventory report, prepared
in compliance with ISO 14064-1:2018 and
verified by DNV Business Assurance Co., Ltd.
(DNV) in accordance with ISO 14064-3:2019,
has undergone: Reasonable assurance
verification for Categories 1 and 2. Limited
assurance verification for Categories 3 and 4.
Subsidiary Scope 1, 2 and 3 DNV Business
Assurance Co., Ltd.
ISO 14064-3 The greenhouse gas inventory report, prepared
in compliance with ISO 14064-1:2018 and
verified by DNV Business Assurance Co., Ltd.
(DNV) in accordance with ISO 14064-3:2019,
has undergone: Reasonable assurance
verification for Categories 1 and 2. Limited
assurance verification for Categories 3 and 4.

The organization’s boundaries this year includes the following locations: Sunonwealth Electric Machine Industry Co., Ltd. (Kaohsiung headquarters, Kaohsiung Factory, and Taipei Office), Sunon Electronics (Kunshan) Co., Ltd., Sunon Electronics (Bei Hai) Co., Ltd., Lizhun Electronics (Bei Hai) Co., Ltd., Sunon Electronics Philippines Corp., Sunon INC., Sunon SAS., Sunon Electronics India Private Limited.

  • 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.

  • 72 -

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.

Since 2022, the Company has conducted annual greenhouse gas (GHG) inventories, regularly assessing and controlling organizational GHG emissions. The year 2022 was established as the baseline year. The baseline year emissions are as follows: Scope 1 emissions-2,148.659 tCO2e, Scope 2 emissions- 22,281.158 tCO2e and Scope 3 emissions- 158,673.764 tCO2e.

Sunonwealth submitted a statement of commitment to the Science Based Targets initiative (SBTi) in 2023, committing to a target to reduce direct emissions from operational activities (Scope 1) and indirect emissions from energy use (Scope 2) by 6.25% each year, in line with the scenario where temperature rise is limited to 1.5°C, and pledging to halve carbon emissions by 2030 and achieve net zero carbon emissions by 2050. To achieve net zero carbon emissions by 2050, Sunonwealth has established a low-carbon transition plan, which includes:

  • I. Actively invest in independent carbon reduction capabilities, continue developing energy-saving process equipment, and improve energy productivity and utilization efficiency.

II. Increase the proportion of renewable energy each year, and promote these measures to the supply chain, taking concrete action to support the lowcarbon energy transition.

III. 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.

IV. Adopt recycled and low-carbon materials, and continue developing product technologies for producing more efficient and energy-saving motors. Compared to the base year of 2022, Sunonwealth took action this year to replace our major energy-consuming equipment, and increased the number of ways we use renewable energy. This has resulted in a total reduction of 9,037 tCO2e in Scope 1 and Scope 2 emissions, a 37% reduction. In the future, in addition to continuing our own efforts to reduce emissions, we will also expand these efforts to the supply chain. By actively negotiating, communicating, and encouraging our suppliers to reduce carbon emissions alongside us, we look to move towards achieving net zero emission together.

  • 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.

  • 73 -

  • (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)
Hasthe 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 withinthe
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" tospecify 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.
  • 74 -
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 stipulatesrelated 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 aDirector, 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 advantageof their positions in the
Company to obtain improper benefits for themselves, their
spouses,parents, children, or anyother relative within the























No material discrepancy.
  • 75 -
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) Doesthe 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 andimplement 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 andlegal knowledge, and prevention of
conflicts of interest. In 2024, 39,080 total participants
attended these courses, and 325,869 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.
  • 76 -
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 proceduresfor
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’swebsite, 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 BestPractice 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.
  • (VII) Critical information that can enhance the understanding of the Company's corporate governance practices shall also be disclosed: Please refer to page 26 of the Annual Report (III. Implementation of corporate governance).

  • 77 -

  • (VIII) Status of implementation of internal control system

  • Internal Control System Statement

    • Please refer to the Public Information Observation Post: Corporate Governance/Internal Control Section/Announcement of Internal Control System Statement (https://mops.twse.com.tw/mops/#/web/t06sg20)
  • If the Company engages an accountant to examine its internal control system, disclose the CPA audit report: None.

  • (IX) 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 14, 2024 and the status of implementation

14,2024 and the status of implementation
Resolution Implementation status
Passed the 2023 Business Report and
Financial Statements.
-
Passed the Company's 2023 earnings
distribution proposal.
The record date for distribution was set as
July 9, 2024, and the distribution was fully
completed on the payment date of July 29,
2024.(Cash dividendper share was NT$3.5)
The re-election of the Company’s Directors The change was registered with the Ministry
of Economic Affairs on July15,2024.
  1. Important resolutions adopted by the Board of Directors in 2024 and up to the publication of the Annual Report on March 30, 2025
Date of meeting Resolution
January 19, 2024 I.
Passed the Company's 2024 Business Plan.
II.
Set the record date for the issuance of new shares in Q4 2023 due to the
third domestic convertible bonds conversion.
III. Discussion on the new loan guarantee for BeiHai Li Zhun Electronics
Co., Ltd.
IV. Discussion on establishing a Philippine company to purchase land and
construct staff dormitories.
V.
Passed the Company's 2023 year-end bonus for managerial officers.
VI. Adjust the compensation 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 re-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.
May 3, 2024 I.
Passed the Consolidated Financial Report of the Company for Q1 2024.
II.
Passed the nomination of Director candidates.
III. Passed the capital increase for the Philippine Subsidiary, Sunon
Properties Philippines Corp.
IV. Passed to provide additional loan endorsement and guarantee for the
Subsidiary, Beihai Li Zhun Electronics Co., Ltd.
V.
Approved the internal adjustment of Certifying Accountants by the
AccountingFirm.
  • 78 -
Date of meeting Resolution
VI. Passed to implement an Employee Stock Ownership Trust Plan and
allocateCompanycontributions for eligible managers.
June 14, 2024 I.
Passed the election of the Chairman of the Board.
II.
Passed appointment of newmembers to the RemunerationCommittee.
August 8, 2024 III. Passed the Consolidated Financial Report of the Company for Q2 2024.
IV. Passed to establish the Sustainability Development Committee
Organizational Regulations of the Company.
V.
Passed to increase the authorized amount of bank credit for the Chairman.
VI. Passed to promote the personnel of the Company's managerial officer.
VII. Passed to adjust the compensation, traffic allowance, and distribution ratio
of remuneration for the Company's Directors and functional committee
members.
VIII. Passed to adjust the compensation of the Company's managerial officer.
IX. Passed to allocate Company contributions from the Employee Stock
OwnershipTrust Plan to newlyeligible managerial officers.
November 11, 2024 I.
Passed the Consolidated Financial Report of the Company for Q3 2024.
II.
Passed the Company’s Internal Control System.
III. Approved the engagement in derivative transactions.
IV. Amended the Company's Corporate Governance Best Practice Principles.
V.
Amended the Company's Audit Committee Charter.
VI. Amended the Company's Board Meeting Rules.
VII. Amended the Company's Employee Salary Approval Guidelines.
VIII. Passed the Company's 2025 Audit Plan.
IX. Passed in accordance with the Employee Stock Ownership Trust Plan to
allocate Company contributionsfor newly eligibleManagerialofficers.
January 17, 2025 I.
Passed the Company's 2025 Business Plan.
II.
Passed the Company's 2024 year-end bonus for managerial officers.
III. Passed the promotions of the Company's managerial officers.
IV. Passed the adjustments on the compensation of the Company's managerial
officers.
V.
Passed the Company's 2024 employee remuneration for managerial
officers.
March 6, 2025 I.
Passed the Company's 2024 Business Report, financial statements, and
consolidated financial statements.
II.
Passed the Company’s 2024 remuneration distribution proposal for board
members and employees.
III. Passed the Company's 2024 earnings distribution proposal.
IV. Passed the definition of junior employees.
V.
Passed amendment of the Company's Articles of Incorporation.
VI. Passed the Internal Control System for the Payroll Cycle.
VII. Passed the amendment of the Company's Employee Salary Approval
Guidelines.
VIII. Passed the evaluation on the Independence and Competence of the
Company's Certifying Accountants.
IX. Passed the arrangements for the 2025 Annual Shareholders' Meeting of
the Company.
X.
Passed the Company’s 2024 Internal Control System Statement.
XI. Passed the appointment and compensationofthemanagerialofficer.

(X) 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.

  • 79 -

IV. 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
Kuo-Ming Li
2024.01.01-
2024.03.31
3,265 116 3,381 Non-audit
fees included
typing fees
and fees for
changing the
Company’s
business
registration.
Kuo-Ming Li
Lin-Wen Huang
2024.04.01-
2024.12.31

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.

  • V. Information on Replacement of CPAs: The accounting firm internally adjusted the certifying accountants effective from the second quarter of 2024.

VI. 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.

  • 80 -

VII. 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 Name 2024 2024 2025 up to March 30 2025 up to March 30
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
Li-Ju Chen
Ling-Wen Huang
Fu-ShengHuang
175,000 - - 2,000,000
Director Nice Enterprise Co., Ltd.
Institutional shareholder
representative:
Ching-LiangChen

-
- - -
Independent
Director
Kuang-Chih Huang - - - -
Independent
Director
Chi-Shan Hung - - - -
Independent
Director
Chin-Cheng Kao - - - -
Independent
Director
Te-Tsai Lu - - -
Chairman of the
Board and
President
Ching-Shen Hong - - - -
Vice President and
Director of the
Finance Division
William Li - - - -
Executive Vice
President
Chin-Tzu Wu - - - -
President of the
Business Unit
Chen-Hsueh Li - - - -
President of
Business Unit
Kuan-Hung Tseng(Note) - - - -
Plant Director Chao-Wang Chiu - - - -
Plant Director Chieh-Hung Lin - - - -
Vice President of
the Business Unit
Ranol Lin - - - -
Acting Vice
President of the
Business Unit
Ru Chen Lin - - - -
Vice Plant Director Irenne Ng - - - -

Note: President of Business Unit, Kuan-Hung Tseng, resigned on February 28, 2025.

  • 81 -

  • (II) Share transfer information: None.

  • (III) Share pledge information: Please refer to the Public Information Observation Post: Shareholding Changes/Insider Pledge(Unpledge) Section/Announcement of Insider Pledge(Unpledge) (https://mopsov.twse.com.tw/mops/web/STAMAK03_1).

  • 82 -

VIII.Information on the relationship between any of the top ten shareholders

Date: March 30,2025 Date: March 30,2025 Date: March 30,2025
Name Shares held by the
person
Shares held by
spouse and
underage children
Total
shareholding
by nominee
arrangement
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
15,000,000 5.49% - - - - Representative
of Guang
Sheng
Investment
Corporation
Mother-son -
Ching-Shen
Hong
Oneself -
Representative
of Guang Xing
Investment
Co.,Ltd.
Spouse -
Fu-Ing Hong Chen 14,707,000 5.38% - - - - Representative
of Guang
Sheng
Investment
Corporation
Oneself -
Representative
of Yo Yuan
Investment
Corporation
Mother-son -
Ching-Shen
Hong
Mother-son -
Representative
of Guang Xing
Investment
Co.,Ltd.
Daughter-in-
law
-
Guang Sheng
Investment Corporation
Representative:
Fu-Ing Hong Chen
10,137,000 3.71% - - - - Representative
of Yo Yuan
Investment
Corporation
Mother-son -
Ching-Shen
Hong
Mother-son -
Representative
of Guang Xing
Investment
Co.,Ltd.
Daughter-in-
law
-
Yi Peng Co., Ltd.
Representative:
Chin-Hua Wang
7,863,000 2.88% - - - - - - -
Sunonwealth Charity
Foundation
5,970,000 2.18% - - - - - - -
Ching-Shen Hong 4,870,000 1.78% 267,000 0.10 - - Representative
of Guang
Sheng
Investment
Mother-son -
  • 83 -
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
Corporation
Representative
of Yo Yuan
Investment
Corporation
Oneself -
Fu-Ing Hong
Chen
Mother-son -
Representative
of Guang Xing
Investment
Co.,Ltd.
Spouse -
Citi custodies the
Norwegian Central
Bank's investment
account.
4,584,000 1.68% - - - - - - -
Standard Chartered
custodies the VanEck
Emerging Markets High
Dividend Fund.
4,261,329 1.56% - - - - - - -
Guang Xing Investment
Co., Ltd.
Representative:
Li-Ju Chen
4,216,000 1.54% - - - - Ching-Shen
Hong
Spouse -
Fu-Ing Hong
Chen
Mother-in-
law
-
Representative
of Yo Yuan
Investment
Corporation
Spouse -
Representative
of Guang
Sheng
Investment
Corporation
Mother-in-
law
-
Nice Enterprise Co.,
Ltd.
4,006,813 1.47% - - - - - - -
  • 84 -

IX. 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 30, 2025; Unit: share; %

Investee (Note) Investment by the
Company
Investment by the
Company
Investments by
Directors,
Supervisors,
managerial officers
and directly or
indirectly controlled
enterprises
Investments by
Directors,
Supervisors,
managerial officers
and directly or
indirectly controlled
enterprises
Comprehensive
investment
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 Electronics (Kunshan)
Co.,Ltd.
- - - 100.00 - 100.00
BVI Sunon International Ltd. 14,630,000 100.00 - - 14,630,000 100.00
Sunon Electronic (Foshan)
Co.,Ltd.
- - - 100.00 - 100.00
Sunon Electronics (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.
16,435,026 99.99 3 0.01 16,435,029 100.00
Sunon Electronics
Philippines Corp.
8,615,687 99.99 3 0.01 8,615,690 100.00
Suzhou Shengyixing Heat
Transfer Technology Co.,
Ltd.
- - - 49.00 - 49.00
Kunshan Feng Xin Rui
Electronics Technology Co.,
Ltd.
- - - 25.00 - 25.00
  • 85 -
Sunon Cooling Technology
(Huizhou)Co.,Ltd.
- - - 100.00 - 100.00
Sunon Cooling Technology
(Thailand)Corp.
200,000 100.00 - - - 100.00

Note: Long-term investment calculated by equity method.

  • 86 -

C. 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
  • 87 -
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.

  • 88 -

  • 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

March 30, 2025

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.

  • 89 -

II. List of major shareholders

March 30,2025
Shareholding
ratio
5.49%
5.38%
3.71%
2.88%
2.18%
1.78%
1.68%
1.56%
1.54%
1.47%
Shares
Name of major shareholder
Shares held
(shares)
Shareholding
ratio
Yo Yuan Investment Corporation 15,000,000 5.49%
Fu-IngHongChen 14,707,000 5.38%
KuangShengInvestment Development Co., Ltd. 10,137,000 3.71%
Yi PengCo., Ltd. 7,863,000 2.88%
Sunonwealth CharityFoundation 5,970,000 2.18%
Ching-Shen Hong 4,870,000 1.78%
Citi custodies the Norwegian Central Bank's
investment account.
4,584,000 1.68%
Standard Chartered custodies the VanEck Emerging
Markets High Dividend Fund.

4,261,329
1.56%
GuangXingInvestment Co., Ltd. 4,216,000 1.54%
Nice Enterprise Co., Ltd. 4,006,813 1.47%

III. 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 2024 earnings distribution proposal was approved by the Board of Directors on March 6, 2025. The Company shall issue cash dividends of NT$3.7 per share, subject to approval at the shareholders' meeting and the Board of Directors shall be authorized to set the record date for stock dividends and distributions.

(III) Any expected material changes to the dividend policy shall be explained. There are no material changes to the Company's dividend policy.

IV. 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 2025. 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.

  • 90 -

V. 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. In the event that our Company generates profits in a given year, we shall allocate no less than 3‰ for salary adjustments or compensation distribution to junior employees. However, if the company still has accumulated losses, these should be offset.

  • The employee, Director and supervisor remuneration shall be distributed in the form of stock or cash. The aforementioned 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 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

  • The distribution of remuneration for employees and Directors passed by the Board of Directors on March 6, 2025 is as follows: (no discrepancy with the estimated amount)

amount)
Remuneration for employees - cash NT$ 44,000,000
Remuneration for employees - stocks NT$ 0
Director's remuneration NT$11,000,000
  1. The proposed employee stock remuneration allocation as a ratio of the net income for the period and the total employee remuneration: 0.

  2. (IV) Actual appropriation of remuneration for employees, Directors and Supervisors in the previous year

The actual remuneration for employees - cash of NT$39,800,000 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$10,000,000 distributed

  • 91 -

in the previous year was the same as the estimated amount in the proposal passed by the Board of Directors.

  • VI. Buyback of treasury stock : None.

VII. Corporate bond issuance status : None.

VIII.Issuance of preferred stocks : None

  • IX. Issuance of global depositary receipts (GDR) : None

  • X. Exercise of employee stock option plan (ESOP) : None.

  • XI. Restricted stock awards : None.

  • XII. Mergers, acquisitions or issuance of new shares for acquisition of shares of other companies : None.

XIII.Implementation of capital allocation plan : None.

  • 92 -

D. Business Overview

I. Business activities

  • (I) Business scope

  • 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
2024 revenue
DC cooling fans, cooling modules, and drum fans 74.9%
AC cooling fans 2.9%
Materials and components 22.2%
Total 100.0%
  1. The Company's current products

  2. (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

  • New products under development

  • (1) Development of fan products with higher energy efficiency and longer life

  • 93 -

(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 ultra-thin active liquid cooling module products

(II) Industry Overview

  1. 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. NVIDIA's latest AI superchip, GB200, delivers computational performance 30 times greater than its predecessor, H100, with a TDP reaching as high as 2700 watts. In the future, cooling technologies shall become the 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

  • 94 -

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 [391 x 162] intentionally omitted <==

----- Start of picture text -----

Bearings Plastic molds stampingMetal Heat pipe Heat sink conducting Heat film
Upstream
Cooling fan Cooler
Midstream Cooling module Water-cooling
system
Downstream PC, laptop 5G base station Energy storage
applications) (Product electronics Consumer Data centerServers AI products communications equipmentNetwork New energy vehiclesAutomotive systems Industrial and commercial system
----- 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 smart cockpit control systems, smart connectivity systems, smart air detection systems, smart seat ventilations, wireless charging modules, smart car lights, and ADAS autonomous driving control systems. As building laws are updated and the air quality issue in Mainland China and nearby

  • 95 -

areas became the focus of attention, applications in related products for green building and air cleaning began to rise.

The launch of advanced AI chatbots like ChatGPT, DeepSeek, and Grok 3 has ignited a new wave of AI investment, driving global tech giants including xAI, Google, Amazon AWS, and Microsoft to significantly expand capital expenditures. These companies are heavily investing in AI server procurement to train large language models (LLMs), which is accelerating server shipment growth and boosting average selling prices (ASPs). This trend is also fueling demand for upgraded thermal modules and advanced liquid cooling solutions to manage high power densities in next-gen AI hardware. According to DIGITIMES Research, the global generative AI market is expected to grow rapidly, reaching $40 billion in 2024 and expanding to $1.5 trillion by 2030.

As AI development matures, applications ranging from cloud servers and AI computing chips to various AI terminal devices will accelerate implementation across 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 high-performance 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 (especially from solar power systems) in global electricity supply is expected to grow from 30% to 37% in 2026. 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 liquid cooling modules and comprehensive technical

  • 96 -

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. 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 "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 receiving customer certifications of products, 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.

Additionally, the Company has expanded the application of liquid pump technology to high-performance laptops. We have developed a pump for closed loop liquid-cooling modules that can be used for laptop cooling system, enhancing the cooling performance of high-performance laptops.

  • 97 -

The Company has also developed a water pump used in chemical liquid tanks as part of an immersion cooling system, able to improve cooling performance through moving the coolant liquid around. Experimental results show that this technology can reduce the temperature of liquid in this environment by approximately 16°C.

  • 98 -

(III) Overview of technology and R&D

Year
Item
2024 January 1 to March 30, 2025 (self-
closingnumber)
Research
spending
(thousand
NT$)
892,634 251,412
Proportion of
R&D
expenses in
business
revenue(%)
6.1% 6.0%
Successfully
developed
technologies
and products
1. VG 22053 high-speed cloud
computing fan
2. VG 220
74 high-speed cloud
computing fan
3.VG 220*51energy storage
waterproof and dustproof fan
4. 1U & 2U server CPU heat pipe
module
5. 6-in-1 all-smart bathroom heater fan
6. Ultra-thin laptop fan, VC and heat
pipe coolingmodule
1. FD24 Telecom fan tray
2. All-in-One 240mm liquid cooling
module
3. CDU liquid cooling and
distribution unit
4. Sidecar Water-to-Air liquid
cooling cabinet
5. 4U high-flow liquid cooling pump
6. Large-sized EC fans and blowers

(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. Additionally, in line with energy conservation and carbon reduction trends, Sunonwealth’s product lines for large-scale EC fans and large industrial ceiling fans have gradually become more complete. These products are used in general building ventilation and heating equipment, and has led to the Company’s more active development of the general ventilation project market. For our regional market operations, in the short-term we will further develop our sales channels in India and emerging Asia-Pacific markets, helping to continue growing the Company’s sales performance.

2. Long-term business development plans

  • (1) The Company shall replenish human resources for sales in all channels and end

  • 99 -

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.

  • (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 solutions. We shall expand products on a greater level to improve overall competitiveness.

  • (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.

  • (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.

  • (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
2024 2023
Asia 77.3% 70.9%
Europe 16.8% 19.8%
America 5.7% 8.1%
Others 0.2% 1.2%
Total 100.0% 100.0%

2. Market share and future supply, demand, and growth

(1) Market share

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.

  • 100 -

The strong demand for AI servers, driven by the rapid growth of artificial intelligence applications, has significantly boosted the shipment volume of AI cooling fans. In the server product applications requiring substantial cooling solutions, Sunonwealth accounts for approximately 20% of the global market share, ranking among the top three globally. Sunonwealth is a key supplier to the world's largest server brands, including DELL, HPE, Amazon AWS, Meta, and Microsoft. In the field of thermal solutions for 5G networking equipment such as routers and switches, Sunonwealth is also a major supplier to the world's leading network equipment manufacturer. With the growth driven by trends like 5G Fixed Wireless Access (FWA) and next-generation WiFi-7 upgrades, the networking industry is experiencing steady expansion. This development is expected to increase the average selling price of thermal products in the networking sector, further driving growth in Sunonwealth's server and networking business.

In the automotive market, driven by the rapid adoption of electric vehicles (EVs) and autonomous driving technologies, the demand for automotive thermal solutions continues to grow. Since 2022, Sunonwealth has introduced various automotive thermal products into mass production for major automakers. These products are integrated into systems such as intelligent driving systems, smart cockpit control systems, intelligent connectivity systems, air quality detection systems, wireless charging modules, and smart vehicle lighting. As a result, Sunonwealth's automotive revenue grew steadily in 2024, accounting for 11% of its total revenue. This segment is expected to provide long-term growth momentum for Sunonwealth's overall revenue.

(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, pump, water distribution units (CDU) and liquid-cooling modules, while also extending and integrating active and passive component thermal solution services to meet the diverse needs of the market.

Sunonwealth has extended its pump technology to high-performance laptops by developing ultra-thin pumps for closed-loop liquid cooling modules. These pumps can be embedded into laptop cooling systems, enhancing the cooling efficiency of

  • 101 -

high-performance laptops. This innovation is expected to become a new growth driver for the company in the laptop application sector.

On the other hand, environmental, 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.

  1. Competitive niches

  2. (1) Our own brand "SUNON" retains leading market positions and an excellent brand image.

  3. (2) The Company retains the most patents and intellectual properties in the industry which increases the entry barriers of the industry.

  4. (3) We have strong capacity for coordinated design with system manufacturers, rapid response speed, and strong customized manufacturing capabilities.

  5. (4) Product diversification, and the maturing of liquid-cooling technology applications, allows the Company to meet the different needs of different customers.

  6. (5) Products have simple structures and are easy to assemble. We have large production scale with high production efficiency and low production costs.

  7. (6) Highest level of vertical integration and comprehensive key components and technologies.

  8. (7) Dense network of distribution channels to provide the broadest and fastest response to customer demands.

  9. 102 -

  10. Favorable and unfavorable factors to long-term development and response measures

  11. Favorable factors

    1. 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.
  12. Demand for computing and cooling continues to increase and market demand remains stable and strong.

  13. Customers begin to demand slimmer and high-performance cooling products and the development favors those with leading technologies.

  14. More rigorous environmental protection and energy conservation laws encourage customers to switch to more energy-efficient high-performance motors and fans.

  15. Development in IoT, AI, 5G communication equipment, and high-performance computing generate more demand.

  16. New processors continue to be launched for server platforms. These performance upgrades lead to trends for machines to be continuously replaced.

  17. Government policies worldwide are heavily investing in AI infrastructure, driving exponential growth in computing power demand and fueling the next wave of robust growth momentum.

  18. 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 equipment and 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. U.S. tariff increases and escalation The companyflexibly adjusts its strategies
of the trade war in response to the U.S. tariff increases and
escalating trade war under the Trump
administration to ensure continuous growth
of different products in the new policy
environment.
4.Increasing pressure from price- 4-1. By leveraging advanced heat dissipation
cuttingcompetition among peers technologies, the companyenhances
  • 103 -
product competitiveness and introduces
high-margin, premium thermal solutions to
avoid destructive price wars.
4-2. Reduce labor costs and expand production
scale to achieve economies of scale.
5. An increasing number of new
competitors
are
entering
the
thermal solution industry


Develop next-generation products by
staying ahead of trends, enhancing core
competitiveness, and offering more diverse
and efficient thermal solution options.
  • 104 -

  • (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 power generation equipment,
energy storage equipment, industrial drives, industrial inverters,
inverters, charging stations, robots, and uninterruptible power
systems(UPS)
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
  • 105 -

2. Production process of main products

Production process chart of cooling fans and cooling modules

==> picture [482 x 504] 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 -----

  • 106 -

  • (III) Supply status of primary raw materials

Supplystatus ofprimary raw materials
Main materials Supplystatus
Plastic materials Stable source with supply pricefluctuations tied to crude oil
prices
IC The Company must increase inventory in response to the
shortages or increased supply lead time of certain types of
IC.
Passive components Prices have stabilized and the supplyis stable.
Bearings Stable sourcewith 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 sourcewith 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

(IV) Customers who accounted for more than 10% of the purchase (sales) in any of the last two year

  1. Suppliers who accounted for more than 10% of the total purchases in any of the last two years: None

  2. Customers who accounted for more than 10% of the total sales in any of the last two years:

None

  • 107 -

III. Employee information

Employee information for the last two years till the publication date of the Annual Report

Report
Year 2023 2024 As of March 30,
2025 of the
current fiscal
year(Note)
Number of
employees
Direct employees 4,300 5,094 5,691
Indirect employees 2,201 2,395 2,422
Total 6,501 7,489 8,113
Average age (year) 31 32 32
Average years of service 2.56 3.08 2.78
Academic
qualifications
PhD 0.1% 0.04% 0.04%
MA 2.9% 2.5% 2.4%
University/College 17.7% 18.0% 17.8%
Senior high school 11.5% 24.8% 25.5%
Below high school 67.8% 54.7% 54.3%

Note:The information for the current year should be reported up to the date of publication of the annual report.

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.

  • (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.

  • The Company received ISO 14001, ISO 9001, ISO50001, ISO45001, IECQ QC080000, IATF 16949, and RBA certification for environmental management system, energy management system and quality system. These records demonstrate the Company's commitment to environmental protection.

  • 108 -

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, and referral bonus, etc.

    • B. Employee health examinations, health seminars, physician consultations, sports clubs, and family day activities, etc.

    • 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 spring feast, employee vacation travel allowances, dinner party allowances, birthday and three traditional holiday bonuses, wedding gifts, bereavement support, children's education scholarships, senior employee award medal, club activity subsidy, and signing agreements with partner stores, etc.

    • E. Establishing an Employee Share Ownership Trust (ESOT) allows employees to fully enjoy the stable returns of shareholder value while maintaining their autonomy. This initiative enhances employee welfare and assists in planning for retirement or resignation.

  • 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.

  • 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.

  • 109 -

VI. Information Security Management

  • (1) Information Security Policy

  • Enhance staff knowledge and skills.

  • Prevent data leakage.

  • Implement daily maintenance and operations.

  • Ensure service availability.

  • (2) 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 [404 x 317] 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 -----

  • 110 -

  • (3) Specific management measures:

  • Information security management:

  • (1) The Company has introduced and established ISO 27001:2022 Information Security Management Systems standards and policies in 2023, and in the same year obtained certification through a third-party audit. Through risk management measures such as regularly conducting information asset inventories and information security assessments, we have invested sufficient resources to maintain an effective information security management system.

  • (2) Set information security collective defense mechanisms, improve information security protection, train information security talents, and ensure the continuous operations of the Company.

  • (3) Examine information security measures and regulations, pay attention to information security issues, and formulate response plans to ensure their appropriateness and effectiveness.

  • Training:

  • (1) All new employees of the Company must receive information security training.

  • (2) The Company regularly organizes information security awareness programs to strengthen employees' awareness of information security risks.

  • (3) Strengthen ISMI management capabilities, arrange courses on ISO27001:2022 standards.

  • (4) Conduct social engineering drills and have employees with insufficient information security awareness undergo additional training.

  • Defense in Depth:

  • (1) Hardware level: Implement access controls and video surveillance of secure or restricted areas, and ensure that environmental controls (electricity, fire safety, humidity, etc.) are operating effectively, in order to mitigate losses or damage from climate change, natural disasters, and other human factors.

  • (2) Employee level: Establish and implement multi-factor authentication mechanisms for login systems and important servers, and enforce access permissions for the Company’s internal employees and external contractors.

  • (3) Network level: Build an external IPS and firewall to prevent external hacking attacks. Regularly review network defense policies. Segment internal networks, and implement controls for network access services. Monitor internal and external network traffic. Websites without security certifications are blocked from access, strengthening webpage filtering mechanisms.

  • (4) System level: All internal systems must have endpoint detection and response software (EDR) and antivirus software installed, perform regular vulnerability and other detection scans, and install required security patches based on risk levels or manufacturer announcements. Use automated scripts to detect, analyze issues, and respond appropriately.

  • (5) Application software level: Unlicensed software is managed through a software whitelist, and licenses must be obtained for all software before use.

  • (6) Personal device level: Private laptops and mobile phones may not be connected to the Company’s internal network. The Company provides employees with personal mobile devices, and requires specific programs and information security protection software to be installed to protect the device from malware and to prevent data leaks.

  • (7) Data protection level: Implement policies preventing data leaks, set restrictions on accessing and printing important data, and strictly manage the transmission and physical transport of data and documents.

  • 111 -

  • Information Security Incident Management:

    • The Company will make a material information announcement and notify the relevant authorities pursuant to the Taipei Stock Exchange Corporation Procedures for Verification and Disclosure of Companies with Listed Securities. In the event of a major information security incident, the Company will make notifications, handle the incident, collect evidence, and implement operations to rectify the situation pursuant to the relevant laws and policies.
  • Business Continuity Management:

  • (1) Important information systems or equipment are equipped with cluster infrastructure and monitoring and control mechanisms to ensure their availability.

  • (2) Create a dual backup system with local and remote backups to prevent losses from system damage due to natural disasters or other threats, and ensure the integrity and usability of the system and data.

  • (3) Create data backups following hard drive data protection strategies, and conduct drills to verify the availability of backup data.

  • (4) Plan implementation status for 2024

  • Information security management:

  • (1) The Company has continued to pass and obtain ISO 27001:2022 Information Security Management Systems certification from October 2023 onwards, keeping our certification valid. (Validity period: 2023/11/06 - 2026/11/05).

  • (2) The Information Security Management Committee convened 4 meetings this year, where information security policies and the implementation of information security protections were discussed.

  • Training:

  • (1) All new Company employees have participated in and fully passed information security training.

  • (2) The Company promotes awareness of email information security each month, mainly to enhance employee awareness against social engineering emails.

  • (3) The Company organized 1 email social engineering drill (1000 people) this year to enhance employees' response and awareness of information security risks.

  • Defense in Depth:

  • (1) Implement physical security management policies based on regulations.

  • (2) Continue implementing multi-factor authentication for important systems.

  • (3) Continue strengthening analysis of trends for network and system attacks, and improving defense strategies.

  • (4) Strictly manage the installation and safe usage of application software.

  • (5) Strictly manage the transmission of data and implement measures for preventing data leaks.

  • Security incident management:

  • (1) Incident Reporting and Management:

On February 19, 2024, our company experienced a ransomware attack. Upon detecting system anomalies, the IT department immediately alerted relevant internal units and activated the cybersecurity incident response mechanism. External experts were also engaged to assist in addressing the incident. Affected systems were swiftly identified, audited, and restored. Simultaneously, we reviewed and strengthened existing information security policies and system architecture to assess the risks, potential losses, and impacts on business operations and assets caused by this incident. Response strategies were developed accordingly. This incident did not result in significant operational impacts or losses to the company. In compliance with legal requirements, we disclosed material information and reported the event to the relevant authorities. (2) Evidence Collection and Remediation:

  • 112 -

Based on the forensic analysis and investigation of this cybersecurity incident, it is inferred that the hacker obtained company employee credentials through social engineering. The attacker then used cloud access to infiltrate the internet gateway device at an overseas factory and encrypted files. In response to the increasing threats and risks of hacker attacks, the cybersecurity unit has strengthened internal staff cybersecurity training and optimized suspicious email filtering mechanisms. The IT team has enhanced monitoring and early warning of network threat behaviors, implemented multi-factor authentication, and deployed coordinated defense mechanisms to reduce information security risks and prevent similar attacks from recurring.

  1. Business Continuity Management:

    • Continuously implement system redundancy, data backup, and business continuity drills to mitigate operational impacts and risks caused by any factors.
  2. (5) 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.

  1. 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

  • Importance to Operations Control and Management Mechanisms I. In an environment 1. Readiness level assessment: We adopted the with constantly readiness indicators used by the industry to set evolving external targets and assess the progress. AI information 2. Long-term investment plans: We formulate fivesecurity threats, year (2024-2029) long-term plans for information Sunonwealth uses security with gradual implementation and information security optimization. governance and 3. Focus on key risks: Identify and establish key high-tech protection indicators and focus on protection against key risks. to protect the data and interests of all

  • 113 -

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
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.
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
software and restore devices to the original
default settings after log out.
(5) Use customized 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 securityand take steps to maintain
  • 114 -

the market competitiveness of Sunonwealth and protect the interests of customers and partners.

  • (6) Significant information security incidents: Please refer to page 112 of this annual report for (4) Plan implementation status for 2024.

  • (7) Reported the specific information security operations for 2024 and 2025 Q1 to the Board of Directors on March 7, 2024, May 3, 2024, August 8, 2024, November 11, 2024, and March 6, 2025 and disclosed the information security risk management information on the Company's website (https://www.sunon.com/CSRDetail.aspx?id=772E93B11ADF8653).

  • 115 -

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
  • 116 -

E. 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, 2023 December 31, 2024 Change
(amount)
Percentage of
change %
Current assets 9,576,060 11,438,169 1,862,109 19.45
Property, plant and
equipment
2,171,464 2,460,697 289,233 13.32
Intangible assets 23,956 53,211 29,255 122.12
Non-current assets 3,038,671 3,560,192 521,521 17.16
Total assets 12,614,731 14,998,361 2,383,630 18.90
Current liabilities 4,720,730 6,082,219 1,361,489 28.84
Non-current liabilities 675,273 995,880 320,607 47.48
Total liabilities 5,396,003 7,078,099 1,682,096 31.17
Share capital 2,734,437 2,734,437 0 -
Capital surplus 1,518,788 1,518,788 0 -
Retained earnings
(Note)
3,265,688 3,803,699 538,011 16.47
Other equity -300,185 -136,662 163,523 54.47
Total equity 7,218,728 7,920,262 701,534 9.72
Where the change is 20%, the reasons shall be analyzed as follows:
1. The increase in intangible assets is due to higher costs incurred from the purchase of
computer software.
2. The increases in current liabilities, non-current liabilities, and total liabilities are
attributable to higher operating revenues, which led to increases in borrowings,
accounts payable, and deferred income tax liabilities.
3. The increase in other equity is due to the rise in foreign currency translation
differences arising from the conversion of financial statements of overseas operating
units.

Note: Retained earnings include statutory surplus reserves, special reserve, and undistributed earnings.

  • 117 -

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
net profit, and net profit before tax in the last two years net profit, and net profit before tax in the last two years net profit, and net profit before tax in the last two years net profit, and net profit before tax in the last two years net profit, and net profit before tax in the last two years
Unit: thousand NT$;%
Year
Item
2023 2024 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
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
14,623,817
10,467,118
4,156,699
2,480,028
1,676,671
305,063
1,981,734
489,641
1,492,093
166,494
1,658,587
1,658,587
1,709,132
1,153,791
555,341
409,045
146,296
83,850
230,146
71,987
158,159
200,785
366,944
366,944
13.23
12.39
15.42
19.75
9.56
37.90
13.14
17.24
11.86
493.69
28.41
28.41
Analysis and description for items with changes of over 20% are as follows:
1.
The increase in operating expenses is due to the rise in operating revenue.
2.
The increase in total non-operating income and expenses is attributable to higher
interest income, increased net foreign exchange gains, and reduced financial costs.
3.
The increase in other comprehensive income is due to the rise in foreign currency
translation differences from the conversion of financial statements of overseas
operating units.
4.
The increase in total comprehensive income for theperiod and total comprehensive
income attributable to owners of the parent company is due not only to higher
operating revenue but also to effective control of operating costs and increased non-
operating income, resulting in improved profitability.
  • (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.

  • 118 -

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
2023 2024 Change (%)
Cash flow ratio 46.07 27.65 -39.98%
Cash flow adequacyratio 123.21 117.56 -4.59%
Cash reinvestment ratio 18.33 7.76 -57.67%
The analyses for items with changes of over 20% are as follows:
The decrease in the cash flow ratio is due to an increase in current liabilities, driven by
higher operating revenue, which led to increases in borrowings, accounts payable, and
deferred income tax liabilities.
The decline in the cash reinvestment ratio is attributable to higher cash dividends,
increased equipment purchases, and greater working capital requirements.

(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
4,678,438 1,800,000 -1,112,000 -511,742 4,854,696 - -
1. The estimated cash flow changes in 2025 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$1,800,000
thousand.
(2) Investing activities: The Company expects to invest NT$102,000 thousand as part of our
strategic collaborations, a cash outflow of NT$350,000 thousand for
regular equipment updates, and to invest NT$660,000 thousand into the
construction of the new Philippines plant, resulting in a total cash outflow
of approximately NT$1,112,000 thousand.
(3) Financing activities: Pay cash dividends totaling NT$1,011,742thousand, and raise
NT$500,000 thousand in loans, which will lead to a cash outflow of
approximately NT$511,742 thousand.
2. The expected cash balance is NT$4,854,696 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$1,800,000 thousand.

  • (2) Investing activities: The Company expects to invest NT$102,000 thousand as part of our strategic collaborations, a cash outflow of NT$350,000 thousand for regular equipment updates, and to invest NT$660,000 thousand into the construction of the new Philippines plant, resulting in a total cash outflow of approximately NT$1,112,000 thousand.

  • (3) Financing activities: Pay cash dividends totaling NT$1,011,742 thousand, and raise NT$500,000 thousand in loans, which will lead to a cash outflow of approximately NT$511,742 thousand.

  • The expected cash balance is NT$4,854,696 thousand and there are no instances of cash inadequacy.

  • 119 -

  • 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. The Company had increased its capital by US$7,000,000 and US$20,000,000 in 2023 and 2024, respectively, 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 Electronics (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 Electronics (Kunshan). There is no material impact on the financial structure. Sunon Electronics (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
Electronics
(Kunshan)
Co., Ltd.
USD
34,431
Development of
cooling module
products and
cooperation with
laptop market
customers
Recognized
NT$271,73 thousand
in profits from
investment in 2024.
Profitability decreased
due to the change of
theproduct mix.
Continue to develop niche new
products, intensify vertical
integration, and cooperate with
customers in passive cooling
components.
  • 120 -
Investee company Cumulative
investment
amount
(thousand
NT$)
Investment policy Main reason for profits
or losses

Improvement plans
Sunon Electronic
(Foshan) Co.,
Ltd.
USD
50
Provideservices to
customers in the
Pearl Delta region.

Recognized
NT$204,119thousand
in profits from
investment in 2024.
Recognition of profits
from the investment in
Sunon Electronics (Bei
Hai).

The company has transitioned
into a trading company that
provides services to specific
customers.
Sunon
Electronics (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$434,343thousand
in profits from
investment in 2024.
Production efficiency
increased due to the
success of the
economyof scale.
Expand production scale and
increase cost advantages.
Lizhun
Electronics (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$304,509 thousand
in profits from
investment in 2024.
Production efficiency
increased due to the
success of the
economy of scale.
Expand production scale and
increase cost advantages.
SUNON
PROPERTIES
PHILIPPINES
CORP.
NTD
948,195
Disperse risks by
setting up
production sites
outside Greater
China and holding
land and plant
Recognized
NT$25,502 thousand
in losses from
investment in 2024,
due to PP&E
depreciation and
amortization.
Profitability can be improved
after the start of production.
SUNON
ELECTRONICS
PHILIPPINES
CORP.
NTD
485,208
Disperse risks by
setting up
production sites
outside Greater
China and
engaging in
product
manufacturing and
sales.
Recognized
NT$36,583 thousand
in losses from
investment in 20234
This is due to output
not yet reaching
economies of scale and
high fixed costs
leading tolosses.

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.

  • 121 -

VI. Risk management and evaluation

(I) Impact of interest rate and exchange rate changes and inflation on Company's profit and response measures

  1. Changes in interest rates and response measures

To effectively curb excessively high inflation, the U.S. Federal Reserve began aggressively raising interest rates in 2022, ending years of accommodative monetary policy. Following the Fed's lead, both the European Union and Taiwan also implemented rate hikes. Although the Federal Reserve initiated rate cuts in the second half of 2024, the pace of easing has been slow. Consequently, companies in mainland China that rely heavily on U.S. dollar-denominated loans continue to bear significant interest burdens. 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.

  1. 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.

  1. 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

  • 122 -

derivatives transactions:

The Company strictly prohibits high-risk investment and high-risk operations in 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 Electronics (Kunshan) Co., Ltd., Sunon Electronic (Foshan) Co., Ltd., and Sunon Electronics (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. Development of ultra-thin active liquid cooling module
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

  • 123 -

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' 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 and AI applications 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 regularly executes various server room disaster response drills and conducts drills for disaster recovery. We restore backup data to verify the feasibility of

  • 124 -

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.

  • (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.

  1. 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.

  1. 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.

  1. Ransomware attacks

After the ransomware attack on February 19, 2024, the company conducted a thorough review of its login authentication mechanisms and data backup procedures. The attack was carried out by external threat actors who used social engineering techniques to obtain employee credentials, enabling them to deploy ransomware on internal servers. Moving forward, the company will prioritize strengthening employee cybersecurity awareness through education and training programs, as well as conducting social engineering drills to enhance preparedness against such threats.

  • (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: Not applicable

  • (VIII) Expected benefits and possible risks of factory expansions as well as the response

  • 125 -

measures

In response to the changing dynamics following the U.S.-China trade war, the Company resolved during its board meeting on November 1, 2019, to invest in the construction of a new factory in the Philippines. The Company has also continued to expand its production capacity at this facility to diversify production risks and achieve cost reduction benefits. 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

  • 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: The Company completed the new term board election on June 14, 2024, with the Chairman concurrently serving as the general manager, and there is no risk of change in management control.

  • (XII) Litigation or non-litigation events: None

  • (XIII) Other significant risks and response measures: None.

VII. Other important matters: None.

  • 126 -

F. Special Disclosures

I. Profiles of affiliates and subsidiaries

  • (I) Consolidated Business Report of Affiliates

  • Overview of affiliates

    • (1) Affiliate organization chart

==> picture [748 x 66] intentionally omitted <==

==> picture [748 x 65] intentionally omitted <==

==> picture [748 x 66] intentionally omitted <==

==> picture [748 x 66] intentionally omitted <==

==> picture [748 x 65] intentionally omitted <==

  • 127 -

(2) Basic information of affiliated enterprises

March 30, 2025; 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 variouselectronic 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 Electronics
(Kunshan)Co.,Ltd.
2000.09.19 No. 168 Nanbin Road, Kunshan, Jiangsu
Province,China

US34,399
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.
US14,630 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, Guangdong Province
US50 General investment and trade
Sunon Electronics (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.
PHP1,643,503 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.
PHP861,569 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
RMB12,000 Production and sales of heat dissipation
equipment
Kunshan Feng Xin Rui
Electronics Technology
Co.,Ltd.
2024.05.07 Room 2, 3rd F, No. 269 Shaoqing East
Road, Qiandeng Town, Kunshan City,
Jiangsu Province,China
RMB2,000 Production and sales of DC fans and
cooling modules
Sunon Cooling
Technology (Huizhou)
Co., Ltd
2025.01.17 Factory 4, Shengnuoda Industrial Park, No.
4 Xingju West Road, Dongxin Area,
Dongjiang High-Tech Industrial Park,
Huizhou City,GuangdongProvince,China
RMB10,000 Production and sales of cooling modules
Sunon Cooling
Technology (Thailand)
Co., Ltd.
2025.03.05 200/2 Moo 5, Tambol Nong Irun, Amphur
Ban Bueng, Chonburi Province, Thailand
THB2,000 Manufacturing and sales of thermal
modules, and import/wholesale of
various electronic and electrical
components

Note: The exchange rates for various foreign currencies in the 2024 Balance Sheet are: USD: NTD = 1: 32.785; JPY: NTD = 1: 0.2099; EUR: NTD = 1: 34.14; CNY: NTD = 1: 4.5608; HKD: NTD = 1: 4.222; INR: NTD =1: 0.383; PHP: NTD =1: 0.5651

  • 128 -

  • (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

  • 129 -

  • (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 30,2025 March 30,2025
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, Li-Ju Chen,
William Li
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: William Li
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 Electronics
(Kunshan) Co., Ltd.
Director
Supervisor
SUCCESSFUL CENTURY CO., LTD
Representative: Ching-Shen Hong, Li-Ju Chen,
William Li
Ling-Wen Huang
-
-
100.00%
-
Sunon International
Ltd.
Director Sunonwealth Electric Machine Industry Co., Ltd.
Representative: Ching-Shen Hong
14,630,000 100.00%
Sunon Electronic
(Foshan) Co., Ltd.
Director
Supervisor
SUNON INTERNATIONAL LTD.
Representative: Ching-Shen Hong, Li-Ju Chen,
William Li
SUNON INTERNATIONAL LTD.
Representative: Ling-Wen Huang
-
-
100.00%
-
Sunon Electronics
(Bei Hai) Co., Ltd.
Director
Supervisor
President
SUNON INTERNATIONAL LTD.
Representative: Ching-Shen Hong, Li-Ju Chen,
William Li
SUNON INTERNATIONAL LTD.
Representative: Ling-Wen Huang
Chao-WangChiu
-
-
-
100.00%
-
-
Beihai Li Zhun
Electronics Co.,
Ltd.
Executive
Director
Supervisor
Sunon Electronic (Foshan) Co., Ltd.
Representative: Ching-Shen Hong
William Li
-
-
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, Li-Ju Chen,
William Li
16,435,026 99.99%
Sunon Electronics
Philippines Corp.
Director Sunonwealth Electric Machine Industry Co., Ltd.
Representative: Ching-Shen Hong, Li-Ju Chen,
William Li
8,615,687 99.99%
  • 130 -
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 Electronics (Kunshan) Co., Ltd.
Representative: Ching-Shen Hong
William Li
-
-
49.00%
-
Kunshan Feng Xin
Rui Electronics
Technology Co.,
Ltd.
Director
Supervisor
Sunon Electronics (Kunshan) Co., Ltd.
Representative: Simon Wu
Gong-Rui Liang
-
-
25%
-
Sunon Cooling
Technology
(Huizhou)Co.,Ltd.
Executive
Director
Sunon Electronics (Kunshan) Co., Ltd.
Representative: Ching-Shen Hong
- 100%
Sunon Cooling
Technology
(Thailand)Co.,Ltd.
Director Sunonwealth Electric Machine Industry Co., Ltd.
Representative: Ching-Shen Hong, Simon Wu
200,000 100%
  • 131 -

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 31,2024;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
284,981

136,987

147,994

307,696

(50,769)
(31,051) (207.01)
Sunon SAS. 16,127
218,768

118,184

100,584

345,730

(71,494)
7,102
142.04
Sunon Deutschland GmbH 1,027
8,096

1,729

6,367

21,744

3,147

3,176

-
Sunon Corporation 4,470
1,583

59

1,524

0

(34)
(72) (16.36)
Sunonwealth Electric Machine Ind.
(H.K.)Ltd.
3,428
1,941

0

1,941

0

(68)
(58) (0.07)
Successful Century Co., Ltd. 1,136,933 1,814,264
0
1,814,264
0

(117)
271,621
8.02
Sunon Electronics (Kunshan) Co.,
Ltd.
1,148,456 3,730,943 1,917,023 1,813,920 4,756,983
201,458

271,732

-
Suzhou Shengyixing Heat Transfer
TechnologyCo.,Ltd.
51,983
134,331

89,313

45,018

155,720

(12,464)
(13,005) -
Sunon International Ltd. 592,197 1,565,303
0
1,565,303
0

(144)
638,331
19.44
Sunon Electronic(Foshan)Co., Ltd. 84,089
514,884

22,557

492,327

54,223

735

204,119

-
Sunon Electronics (Bei Hai) Co.,
Ltd.

293,115
3,393,273 2,320,735 1,072,538 5,754,229
460,588

434,343

-
Beihai Li Zhun Electronics Co., Ltd. 265,311 1,969,955 1,256,698
713,257
2,510,868
332,748

304,509

-
Sunon Electronics India Private
Limited
4,880
6,316

1,069

5,247

7,892

940

783

0.71
Sunon Properties Philippines Corp. 948,195
878,420

98

878,322

0

(16,490)
(25,502) (3.61)
Sunon Electronics Philippines Corp. 485,208
522,655

181,396

341,259

409,423

(35,316)
(34,508) (5.98)
Kunshan Feng Xin Rui Electronics
TechnologyCo.,Ltd.
9,116
8,497

256

8,241

0

(871)
(871) -
  • 132 -

  • (II) Consolidated financial statement of affiliates

For the 2024 fiscal year (from January 1 to December 31, 2024), 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 2024 Financial Report on https://mops.twse.com.tw/mops/#/web/t57sb01_q1).

  • (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.

II. Progress of private placement of securities during the latest year and up to the date of annual report publication: None.

III. Other supplemental information: None.

  • 133 -

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.

  • 134 -

Sunonwealth Electric Machine Industry Co., Ltd.

Chairman:Ching-Shen Hong

==> picture [35 x 37] intentionally omitted <==

Sunonwealth Electric Machine Industry Co., Ltd.

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

==> picture [46 x 47] intentionally omitted <==