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SUNON — Annual Report 2025
May 5, 2026
52070_rns_2026-05-05_a53787ce-1edd-40a1-bb23-db3f6e5c16d3.pdf
Annual Report
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Stock Code : 2421
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Sunonwealth Electric Machine Industry Co., Ltd. 2025 Annual Report
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Printed on March 31, 2026
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Company Website :
http://www.sunon.com
Taiwan Stock Exchange Market Observation Post System : http://mops.twse.com.tw
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I. Spokesperson: Name:William Li Title: Vice President Tel: (07)8135888 Email: [email protected]
Deputy Spokesperson Name: 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
Huizhou Plant: Plant 4, No. 4, Xingju West Road, Dongxin Sector, Dongjiang High-tech Industrial Park, Huizhou City, Guangdong Province, China. Tel: +86-752-2288088
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
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V. Overseas securities listing exchange and information:None
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VI. Company website
http://www.sunon.com
Table of Contents
| Table of Contents | Table of Contents | ||
|---|---|---|---|
| A. | Letter to Shareholders-------------------------------------------------------------------------------------- | 1 | |
| B. | 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 ---- | 19 | |
| III. | Implementation of corporate governance ------------------------------------------------------------ | 25 | |
| IV. | Information on fees to CPA ---------------------------------------------------------------------------- | 87 | |
| V. | Information on Replacement of CPAs ---------------------------------------------------------------- | 87 | |
| 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 ---------------------- | 87 | ||
| VII. | Share transfer by Directors, Supervisors, Managerial Officers, and shareholders holding | ||
| more than 10% interests and changes to share pledging by them --------------------------------- | 88 | ||
| VIII. | Information on the relationship between any of the top ten shareholders (related party, | ||
| spouse, or kinship within the second degree) -------------------------------------------------------- | 90 | ||
| 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 --------------------------------- | 92 | ||
| C. | Funding Status------------------------------------------------------------------------------------------------ | 94 | |
| I. | Source of Capital Shares ------------------------------------------------------------------------------- | 94 | |
| II. | List of major shareholders ----------------------------------------------------------------------------- | 97 | |
| III. | Dividend policy and implementation status --------------------------------------------------------- | 97 | |
| IV. | The effects of the stock dividends proposed by the shareholders' meeting on the Company's | ||
| business performances and earnings per share ------------------------------------------------------ | 97 | ||
| V. | Remuneration of employees, directors and supervisors -------------------------------------------- | 98 | |
| VI. | Buyback of treasury stock ------------------------------------------------------------------------------ | 99 | |
| VII. | Corporate bond issuance status ------------------------------------------------------------------------ | 99 | |
| VIII. | Issuance of preferred stocks --------------------------------------------------------------------------- | 99 | |
| IX. | Issuance of global depositary receipts (GDR) ------------------------------------------------------ | 99 | |
| X. | Exercise of employee stock option plan (ESOP) --------------------------------------------------- | 99 | |
| XI. | Restricted stock awards -------------------------------------------------------------------------------- | 99 | |
| XII. | Mergers, acquisitions or issuance of new shares for acquisition of shares of other | ||
| companies ------------------------------------------------------------------------------------------------ | 99 | ||
| XIII. | Implementation of capital allocation plan ----------------------------------------------------------- | 100 | |
| D. | Business Overview------------------------------------------------------------------------------------------- | 101 | |
| I. | Business activities -------------------------------------------------------------------------------------- | 101 | |
| II. | Market, production and sales -------------------------------------------------------------------------- | 108 | |
| III. | Employee information ---------------------------------------------------------------------------------- | 116 | |
| IV. | Environmental protection expenditure information ------------------------------------------------ | 116 | |
| V. | Employees-employer relations ------------------------------------------------------------------------ | 117 |
| VI. | Information Security Management-------------------------------------------------------------------- 119 | |
|---|---|---|
| VII. | Important contracts -------------------------------------------------------------------------------------- 125 | |
| E. | Review, Analysis, and Risks of Financial Conditions and Performance--------------------------126 | |
| I. | Financial conditions ------------------------------------------------------------------------------------- 126 | |
| II. | Financial performance ---------------------------------------------------------------------------------- 127 | |
| III. | Cash flow ------------------------------------------------------------------------------------------------- 128 | |
| IV. | The effects that significant capital expenditures have on financial operations in the recent | |
| year -------------------------------------------------------------------------------------------------------- 129 | ||
| V. | Investment policy in the past year, profit/loss analysis, improvement plan, and investment | |
| plan for the coming year -------------------------------------------------------------------------------- 129 | ||
| VI. | Risk management and evaluation --------------------------------------------------------------------- 131 | |
| VII. | Other important matters -------------------------------------------------------------------------------- 135 | |
| F. | Special Disclosures-------------------------------------------------------------------------------------------136 | |
| I. | Profiles of affiliates and subsidiaries ----------------------------------------------------------------- 136 | |
| II. | Progress of private placement of securities ---------------------------------------------------------- 142 | |
| III. | Other supplemental information ----------------------------------------------------------------------- 142 | |
| 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---------------------------------------143 |
A. Letter to Shareholders
Dear Shareholders,
The global economy continued to grapple with multiple challenges in 2025. Although inflationary pressures gradually eased, uncertainties such as geopolitical risks, changes in tariffs, and supply chain restructuring led to a significant divergence in industrial demand structures. In this environment, Sunonwealth demonstrated its resilience in maintaining stable operations and its ability to adapt. Over the past year, the Company benefited from the investment boom in AI infrastructure and the demand for high-speed computing and performed exceptionally well in AI servers, networking and industrial related cooling solution products. The continuous optimization of the product portfolio and global footprint has helped us maintain outstanding performance in overall operations.
Looking ahead, uncertainties loom large in the global economy due to a variety of factors such as interest rate policies, changes in tariffs, geopolitical shifts, and supply chain adjustments. However, key industries such as AI technology innovation, robotics, smart factories, and new energy will continue to grow. Sunonwealth will continue to invest in the development and innovation of core technologies, accelerate market expansion in liquid cooling, actively seek new growth opportunities, enhance cooperation with customers and partners, continuously enhance the Company's competitiveness and brand value, and create long-term and stable growth for shareholders.
Results of Business Operations in the Previous Year
The Company's business plan achievement status in 2025 is as follows:
Comparison of the 2025 Business Plan and actual achievements
| Business Plan | Actual Results | Difference |
Completion Rate |
2024 |
Growth Rate |
|
|---|---|---|---|---|---|---|
| Quantity shipped |
110 million units |
133 million units |
23 million units |
120.7% | 107 million units |
24.3% |
| Consolidated total revenue |
NT$15.3 billion |
NT$18.678 billion |
NT$3.378 billion |
122.1% | NT$14.624 billion |
27.7% |
| Consolidated EPS before tax |
NT$7.7 | NT$10.25 | NT$2.55 | 133.1% | NT$7.25 | 41.4% |
| Consolidated EPS after tax |
NT$5.7 | NT$7.94 | NT$2.24 | 139.3% | NT$5.46 | 45.4% |
Note: The 2025 Business Plan figure was not audited by the CPA.
In terms of the Company's business plan for 2025, the growth of demand in certain industries was suppressed due to changes in international trade policies and tariffs, with demand for automotive and home appliances falling short of expectations. However, a reduction in inflationary pressures and the computer system replacement cycle have led to growth in demand for laptops and office equipment and dealer channels compared to the previous year. In addition, due to continuous investment in highperformance AI computing and the energy and digital transformation trends, there has been significant growth in the server networking industry and industrial and medical equipment applications. Therefore, consolidated revenues increased by 28% compared to the previous year, meeting 122% of our target profits. Benefiting from the enlarged revenue scale and the better product mix of AI servers and telecom products and improved production efficiency, the Company expanded its net profits by 45% compared to the previous year, achieving 139% of our target. In terms of income and expenditures, net cash inflows for the parent company amounted to NT$58 million and the closing cash and cash equivalents amounted to NT$1.915 billion. The cash flow on the consolidated financial statements showed a net cash inflow of NT$0.578 billion and closing cash and cash equivalents of NT$5.256
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billion. The Company's funding status remains healthy. The Company invested NT$745 million in research and development expenditures in the fiscal year and invested NT$1.082 billion 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 advancing into the liquid cooling and comprehensive thermal management solutions market, including new technology products such as cold plates, coolant distribution units (CDUs), thermal modules, and large EC fans.
2026 Business Plan Overview
In response to the environmental factors of 2026, the Company has formulated the following important business plans. 1. Actively expand the market share of liquid cooling applications: Continue R&D and innovation in liquid cooling technology products and enhance our partnership with customers to create efficient and reliable integrated liquid cooling solutions. 2. Continue to expand market share in air-cooling related AI applications, network communication, and large EC fans: Focus on the high-growth AI application market and develop new customers to increase market penetration. 3. Accelerate global production deployment to meet customers' demand for flexible supply of NCNT products: Continue to develop the Company's plants in the Philippines to reduce production costs, diversify regional risks, and improve the capacity allocation flexibility. 4. Adoption of AI-powered intelligence: Effectively integrate resources and digital system applications to improve operational efficiency. 5. Establish diverse sources of supply and implement material standardization: Implement strategies for replacing key components and long-term procurement to reduce the risk of material cost fluctuations and ensure production continuity and supply stability. 6. Leverage brand and strategic alliances while integrating R&D technology and market resources to expand into new markets. Leverage cross-industry collaboration and strategic partnerships to accelerate the adoption of new technologies and market development, thereby expanding the scope of product applications. 7. Work with supply chain partners to attain sustainable development goals: Work with our supply chain partners to implement environmental protection, social responsibility, and corporate governance, and promote low-carbon processes and sustainable management mechanisms. 8. Upgrade the talent development system and diversify talent recruitment mechanisms: Continue to optimize education, training, and incentive systems, and explore diverse talent pools to meet the needs of long-term development and organizational growth. After adjustments for production and sales and changes implemented in response to the market, products, customers, and sales strategy, the Company plans to ship 140 million units this year.
Future Development Strategy
As a global leading thermal solution provider, Sunonwealth provides diversified and professional thermal products and services. In the past two years, the rapid development of 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. As the business opportunities in AI expand across the board, the growth of computing power remains constrained by the existing limitations of power and heat dissipation technologies.
To this end, we offer customers more comprehensive and complete heat dissipation solutions, from air-cooled modules and cold plate solutions for high-speed heat conduction of chips to pumps and coolant distribution units (CDUs) that drive the flow and circulation of coolant, and expanding to large water-cooled heat dissipation cabinets (sidecars or in-row CDUs), large EC axial fans, and a variety of drum fans and centrifugal fans (HVACR ventilation products) used in the building HVAC industry, as well as large ceiling fans and floor fans (HVLS fans) suitable for efficient ventilation in factory and warehouse environments. These products have received wide acclaim from numerous international customers and have been widely adopted in a diverse range of applications.
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In addition to cultivating the existing key customer base to generate stable revenue, we also actively participate in international exhibitions (e.g., the OCP 2025/2026 Global Summit and the 2026 Mostra Convegno Expocomfort (MCE) international smart ventilation and new energy exhibition) to help more potential customers obtain the most suitable solutions when facing heat dissipation challenges and make use of our efficient, energy-efficient, and carbon-reducing heat dissipation product portfolio. We also broaden the Company's horizons and directly include more innovative product plans to address future heat dissipation bottlenecks of the industry, which is our ultimate goal for long-term R&D technology accumulation.
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.
Over the past year, we have proactively submitted a large number of our main cooling fans used in AI computing, server cooling and related communication products to impartial third parties for verification, and successfully obtained the ISO14067 product carbon footprint verification certificate, demonstrating Sunonwealth's carbon management capabilities throughout the entire product lifecycle from design and production to delivery. We have also received official certification from the renowned international organization Science-Based Targets Initiative (SBTi), and have adopted an open and responsible attitude to examine and implement our carbon reduction commitments. Through continuous efforts, we have achieved our short-term goal of reducing carbon emissions by 37% for 2025, and we have also made steady progress toward our ultimate vision of reducing absolute carbon emissions by 90% in the medium and long term. In addition, we have improved the preparation of the Group's report for the Task Force on Climate-Related Financial Disclosures (TCFD). We identified and quantified the physical risks, transition risks, and transition opportunities arising from climate change through climate scenarios and simulation tools. These analyses serve as an important basis for our short, medium, and long-term strategies and plans. To achieve our long-term goal of attaining netzero carbon emissions by 2050, we have adopted a series of innovative green transformation strategies. We share our success stories with upstream supply chain partners and share credible carbon reduction results with customers in the spirit of transparency, which is in line with our corporate governance policy of sustainable development across the value chain.
Over the past 46 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
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development to provide customers with cooling products that best meet market demand. By enhancing manufacturing capacity for a diverse range of industries, we increase the flexibility of business operations and build a solid foundation of cooling 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 25, 2026
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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
| (1) Di | rector in | forma | tion | tion | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| March30,2025 | ||||||||||||||||||||
| Title | Nationality or place of registration | Name | Gender Age |
Date elected (appointed) | Term | Date first elected | Shares held during election |
Number of shares currently held |
Current shares held by spouse and underage children |
Shareholding by nominee arrangement |
Education and work experience |
Other current positions within the Company |
Spouse or relatives of second degree or closer acting as Directors, Supervisors, or other department heads |
Remarks | ||||||
| Number of shares | Shareholding ratio |
Number of shares | Shareholding ratio |
Number of shares | Shareholding ratio |
Number of shares | Shareholding ratio |
Title | Name | Relationship | ||||||||||
| Chairman | Republic of China |
Yo Yuan Investment Corporation |
- | 2024.06.14 | 3 years |
2009.05.27 | 14,950,000 | 5.47% |
15,837,288 | 5.52% |
- |
- | - | - | - | - | - | - | - | - |
| 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% |
5,053,452 |
1.76% |
277,924 |
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 Cooling Technology (Thailand) Co. Director, Tianmai SUNON Thermal Technology (Suzhou) Co.,Ltd. |
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 | 14,950,000 | 5.47% |
15,837,288 | 5.52% |
- |
- | - | - | - | - | - | - | - | - |
| 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% |
277,924 | 0.10% |
5,053,452 | 1.76% |
- |
- | Bachelor degree in Information Management, Queen's College (Canada) |
Director of the Strategic Procurement Department/IT Department, Sunonwealth Electric Machine Industry 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 | 14,950,000 | 5.47% |
15,837,288 | 5.52% |
- |
- | - | - | - | - | - | - | - | |
| Republic of China |
Representative: Ling-wen |
Female 61 to 70 |
2024.06.14 | 3 years |
2024.6.14 | - | - | 3,066 | 0.00% |
- | - | - | - | Department of Accounting & Statistics, |
Senior Special Assistant, Sunonwealth Electric MachineIndustry Co.,Ltd |
- | - | - |
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| Huang | years old | Ming Chuan Business College |
Supervisor, Yo Yuan Investment Corporation Supervisor, Guang ShengInvestmentCorporation |
|||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Republic of China |
Yo Yuan Investment Corporation |
- | 2024.06.14 | 3 years |
2009.05.27 | 14,950,000 | 5.47% | 15,837,288 | 5.52% |
- |
- | - | - | - | - | - | - | - | - | |
| Republic of China |
Representative: Fu-Sheng Huang |
Male 71 to 80 years old |
2024.06.14 | 3 years |
2024.06.14 | - | - | - | - | 3,000 | 0.00% |
- | - | 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 | 4,006,813 | 1.47% | 4,155,668 |
1.45% |
- |
- | - | - | - | - | - | - | - | - |
| 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 |
2024.06.14 | - | - | - | - | - | - | - | - | Master degree in Laws, National Cheng Kung University Bachelor degree in Public Finance, National Chung Hsing 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 TaiwanUniversity |
- | - | - | - | - |
| 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 |
- | - | - | - |
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(2) Major shareholders of institutional shareholders
| (2) Major shareholders of in | stitutional shareholders | |
|---|---|---|
| March 31,2026 | ||
| Name of institutional shareholder |
Major shareholders of institutional shareholders |
Shareholding ratio (%) |
| Yo Yuan Investment Corporation | Ching-Shen Hong Li-Ju Chen Chia-Chun Hong Chia-Wei Hong Rong Jin International Development Co., Ltd. Sunonwealth CharityFoundation |
16.50 3.50 6.75 6.75 6.50 60.00 |
| Nice Enterprise Co., Ltd. | AGV Products Corp. Ho Yuan Investment Corporation Taiwan First Biotechnology Corp. Taiwan NJC Corporation Ho Ding International Development Co., Ltd. Cunyuan Heye Co., Ltd. Leshan Investment Development Co., Ltd. Yu-Ying Hong Zhi-Hong Chen English International ConsultancyCo.,Ltd. |
28.24 20.58 10.83 6.41 4.21 3.53 3.09 2.98 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 31,2026 | ||
| 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 |
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| Name of institutional shareholder |
Major shareholders of institutional shareholders |
Shareholding ratio (%) |
|---|---|---|
| AGV Products Corp. | Ho Yuan Investment Corporation Nice Enterprise Co., Ltd. Taiwan First Biotechnology Corp. Deutsche Bank AG, Taipei Branch, in its capacity as custodian for SPDR 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 3.05 2.15 2.04 2.04 1.63 1.47 1.38 1.24 |
| Ho Yuan Investment Corporation | Zhi-Hong Chen English International Consultancy Co., Ltd. Su-Mei Yuan Yu-Ying Hong Zhih-Zhan Chen Zhih-Lun Chen Chang-Jiao Hu Ching-Jen Chen Chi-Hsun Chen Wen-Na Yang |
23.03 19.00 8.73 8.33 5.71 5.71 4.45 4.10 3.50 2.12 |
| 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 Thunder Tiger Corporation Yun Gu Lei Ying Security Co., Ltd. |
40.25 7.8 7.8 5.94 3 3.53 1.54 1.30 1.18 1.16 |
| 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 |
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| 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 Qiu-Wen Li |
31.60 24.40 24.00 19.60 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 |
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(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 Current Chairman and President, Sunonwealth Electric Machine Industry Co., Ltd. Director and Chairman, subsidiaries of Sunonwealth. Chairman, Yo Yuan Investment Corporation Possesses comprehensive expertise and extensive industry experience, with a proven ability to effectively integrate Group resources and leverage the strengths of group-wide strategic coordination. Mr. Hong is equipped with core competencies in strategic leadership, market strategy, operational management, corporate governance, and industrial development planning. |
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) Current Director of the Strategic Purchasing Department/IT Department, Sunonwealth Electric Machine Industry Co., Ltd. Possesses extensive expertise in business management, supply chain management, strategic leadership, and information technology management. |
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 Current Senior Special Assistant, Sunonwealth Electric Machine Industry Co., Ltd Supervisor, Guang Sheng Investment Corporation Possesses extensive expertise in financial management, corporate governance, and operational management. |
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 Previously served Chief of Police of the Aviation Police Bureau, Chief of Police of Tainan County and Chief of Police of Yunlin County. Possesses extensive expertise in crisis management, business administration, and operational judgment. |
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 |
|---|---|---|---|
| Nice Enterprise Co., Ltd. Representative: Ching-Liang Chen |
Bachelor degree in Public Affairs, National Chung Hsing University Current President, Nice Enterprise Co., Ltd. Supervisor, Taiwan First Biotechnology Corp., Chairman, Taiwan Food Industry Co., Ltd., Chairman, Ho Ding International Development Co., Ltd. and He Yuan Investment Co., Ltd. Possesses extensive expertise in corporate management, strategic leadership, operational management, corporate governance, and industrial transformation and innovation. |
The individual, spouse, and relatives within the second degree of kinship do not violate the terms in Paragraph 3 and Paragraph 4, Article 26-3 of the Securities and Exchange Act. |
- |
| Kuang-Chih Huang | PhD in Physics, NYU Polytechnic School of Engineering. Master degree in Electrical Engineering, National Chiao Tung University. Bachelor degree in Electrical Engineering, National Cheng Kung University. He has been honored as Lifetime Honorary President of National Quemoy University, Lifetime Honorary Professor of National Kaohsiung University of Science and Technology, and Lifetime Honorary Chair Professor of Cheng Shiu University. His distinguished career includes serving as Chairman of Air Asia Company Limited, President of National Kaohsiung University of Science and Technology, and Department Head and Dean of Academic Affairs at National Chiao Tung University. He also served as Dean of the College of Engineering at National Sun Yat-sen University, as well as an Advisory Consultant for the university’s Research Institute and for the Engineering Center of the National Science Council. An elected Fellow of both the American Council on Education (ACE) and the Chinese Institute of Electrical Engineering (CIEE), he has received numerous prestigious accolades, including the Ten Outstanding Engineering Professors Award, the CIEE Golden Medal, and the Lifetime Achievement Award in Engineering. With a profound background spanning academia and industry, he possesses extensive expertise in corporate management, corporate governance, and specialized industry knowledge. |
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 |
|---|---|---|---|
| Chi-Shan Hung | Master degree in Laws, National Cheng Kung University. Bachelor degree in Public Finance, National Chung Hsing University. Currently serves as an Independent Director for Hwa Fwu Lien Development Co., Ltd., Ping Ho Environmental Technology Co., Ltd., and Nan Liu Enterprise Co., Ltd., and as a Representative of Corporate Director for Flexium Interconnect, Inc. Previously served as Director General of the Kaohsiung National Tax Administration and Director General of the Southern National Tax Administration, both under the Ministry of Finance, as well as Deputy Director General of the Taxation Administration, Ministry of Finance. Possesses extensive expertise in tax and financial management, corporate governance, strategic leadership, and legal affairs. |
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. |
3 |
| Chin-Cheng Kao | Master of Science in Management Science, National Chiao Tung University Bachelor degree in Psychology, National Taiwan University Previously served 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. Possesses extensive expertise in business management, human resources management, strategic leadership, and performance management. |
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 Currently serves as Professor and Chairperson of the Department of Business Administration at Kun Shan University, and previously served as Dean of the College of Business and Management at Kun Shan University. Possesses professional expertise in bridging management theory with practical application, integrating academic and industrial resources, and enhancing organizational efficiency. |
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.
-12-
- 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, age, 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.
-13-
Information on diversity policies for the Company’s current Board of Directors how they have been implemented
| been implemented | been 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-Sheng Huang |
Male | Republic of China |
70 to 79 years old |
- | - | Risk management Business management |
| Director | Nice Enterprise Co., Ltd. Representative: Ching-Liang Chen |
Male | Republic of China |
70 to 79 years old |
- | - | Business management Corporate governance |
| Independent Director |
Kuang-Chih Huang |
Male | Republic of China |
80 to 89 years old |
- | ✓ |
Business management Industry technology |
| Independent Director |
Chi-Shan Hung | Male | Republic of China |
70 to 79 years old |
- | ✓ |
Law Finance management Corporate governance |
| Independent Director |
Chin-Cheng Kao | Male | Republic of China |
70 to 79 years old |
- | ✓ |
Human resource management Business management |
| Independent Director |
Te-Tsai Lu | Male | Republic of China |
60 to 69 years old |
- | ✓ |
Finance management Business management |
-14-
| Title | Diverse Core Item | Diverse Core 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-Sheng Huang |
✓ |
✓ |
✓ |
✓ |
✓ |
|||
| Director | Nice Enterprise Co., Ltd. Representative: Ching-Liang Chen |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
||
| Independent Director |
Kuang-Chih Huang | ✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
|
| Independent Director |
Chi-Shan Hung | ✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
||
| Independent Director |
Chin-Cheng Kao | ✓ |
✓ |
✓ |
✓ |
✓ |
|||
| Independent Director |
Te-Tsai Lu | ✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
The Company’s 17th Board of Directors consists of 9 members, with a term of office from June 14, 2024, to June 13, 2027. All 9 directors, including 4 independent directors, are distinguished professionals with extensive practical experience. They possess core competencies such as strategic leadership, business management, operational judgment, crisis management, industry knowledge, and a global market perspective. The four independent directors specialize in legal affairs, financial management, human resources, and business administration, respectively. Meanwhile, the five other directors bring expertise in accounting, technology, information technology, and industrial marketing. The implementation of this Board Diversity Policy significantly enhances the effectiveness of corporate governance and operational performance.
The Board of Directors consists of 9 members. In terms of gender composition, there are 2 female directors (22.2%) and 7 male directors (77.8%). Three directors (33.3%) hold concurrent employee status, one of whom also serves as an executive officer. Regarding the tenure of the 4 independent directors, one has served for 4–6 years, while the other three are newly appointed this term with a tenure of 1–3 years; notably, no independent director has served for more than three consecutive terms. The age distribution of the Board is as follows: 22.2% are aged 5059, 22.2% are aged 6069, and 55.6% are aged 70 or above. All directors are of Republic of China (Taiwan) nationality.
The specific management objectives and achievements regarding board diversity are as follows:
| 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. |
✓ |
| Directors who concurrentlyserve as executives of the Companydo not | ✓ |
-15-
exceed one-third of the total number of director seats.
- 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
Our industry has long been male-dominated, resulting in a lower participation rate of female professionals and, consequently, a limited representation of women in decisionmaking roles. Moving forward, the Company will actively seek and attract female talent with specialized backgrounds and experience to join the Board. This initiative aims to strengthen the quality of corporate governance, implement a diverse, inclusive, and genderequal Board operation, and further enhance the Company’s overall image and commitment to sustainable development.
- Board of directors independence
The Company’s current Board of Directors consists of 9 members, including 5 general directors (55.6%) and 4 independent directors (44.4%).
None of the Board members fall under any of the circumstances stipulated in Article 30 of the Company Act. With the exception of Chairman Ching-Shen Hong and Director Li-Ju Chen, who are spouses (2 seats), no other members (the remaining 7 seats) are subject to the restrictions set forth in Paragraph 3 (more than half of the director seats held by spouses or relatives within the second degree of kinship) and Paragraph 4 (prohibition of such relationships between supervisors or between supervisors and directors) of Article 263 of the Securities and Exchange Act.
All independent directors fully comply with the regulations governing independent directors established by the Financial Supervisory Commission (FSC). Their independence status is as follows:
| Name | Whether the individual, their spouse, or relatives within the second degree of kinship serve as a director, supervisor, or employee of the Company or its affiliates |
Number and percentage of shares held by the individual, their spouse, and relatives within the second degree of kinship (including those held under the names of third parties) |
Whether serving as a director, supervisor, or employee of a company that has a specific relationship with the Company |
The amount of remuneration received for providing commercial, legal, financial, or accounting services to the Company or its affiliates within the past two years |
Number of other public companies where the individual concurrently serves as an Independent Director |
|---|---|---|---|---|---|
| Kuang-Chih Huang |
None | None | None | None | - |
| Chi-Shan Hung |
None | None | None | None | 3 |
| Chin-Cheng Kao |
None | None | None | None | - |
| Te-Tsai Lu | None | None | None | None | - |
-16-
(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 | 2005.11.1 | 5,053,452 | 1.76% |
277,924 |
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. Director, Tianmai SUNON Thermal Technology (Suzhou) Co.,Ltd. |
- | - | - | (Note1) |
| Executive Vice President |
Republic of China |
Simon Wu | Male | 2019.2.12 | 21,245 | 0.01% |
- |
- | - | - | EMBA, National University of Kaohsiung |
Director, Kunshan Feng Xin Rui Electronics Technology Co., Ltd. Director, Sunon Cooling Technology (Thailand) Co., Ltd Director, Tianmai SUNON Thermal Technology (Suzhou) Co.,Ltd. |
- | - | - | - |
| Vice President and Director of the Finance Division Corporate Governance Officer |
Republic of China |
William Li | Male | 2006.1.1 | 11,043 | 0.00% |
- |
- | - | - | 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. Supervisor, Tianmai SUNON Thermal Technology (Suzhou) Co.,Ltd. |
- | - | - | - |
-17-
| Vice President | Republic of China |
Gavin Li | Male | 2014.7.25 | 18,033 | 0.01% |
- |
- | - | - | Department of Mechanical Engineering, National Taipei Institute of Technology |
- | - | - | - | - |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Vice President of Production Unit |
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 |
- | - | - | - | - |
| Vice President of Business Unit |
Republic of China |
Ranol Lin | Male | 2024.7.1 | - | - | - | - | - | - | Master degree, Institute of Management, National Sun Yat-senUniversity |
- | - | - | - | - |
| Vice President of Business Unit |
Republic of China |
Jack Liu | Male | 2026.3.2 | - | - | - | - | - | - | Master of Business Administration, Suffield 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 |
- | - | - | - | (Note2) |
| Plant Director | Republic of China |
Chieh-Hung Lin |
Male | 2023.4.1 | 57 | 0.00% |
- |
- | - | - | Bachelor degree in Electrical Engineering, Yuan Ze University |
- | - | - | - | - |
| Vice Plant Director | Republic of China |
Irenne Ng | Female | 2025.3.6 | 6,302 | 0.00% |
- |
- | - | - | 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: Dismissed on October 1, 2025.
-18-
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 | muneration to Ordinary Dire | muneration to Ordinary Dire | muneration to Ordinary Dire | muneration to Ordinary Dire | 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 |
Compensation from investee companies other than subsidiaries or the parent company |
||||||||||||||
| Remu |
neration (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 | All companies in the Financial Report |
||||||
| Cash amount | Stock amount | Cash amount | Stock amount | ||||||||||||||||||||
| Director | Chairman of the Board | Yo Yuan Investment Corporation Representative: Ching-Shen Hong |
1,560 | 1,560 | 0 | 0 | 7,040 | 7,040 | 100 | 100 | 8,700 0.40 |
8,700 0.40 |
18,187 | 20,732 | 0 | 0 | 9,503 | 0 | 9,503 | 0 | 36,390 1.68 |
38,936 1.80 |
- |
| - | Yo Yuan Investment Corporation Representative: Li-Ju Chen |
480 | 480 | 0 | 0 | 2,240 | 2,240 | 100 | 100 | 2,820 0.13 |
2,820 0.13 |
6,022 | 6,022 | 0 | 0 | 3,952 | 0 | 3,952 | 0 | 12,794 0.59 |
12,794 0.59 |
- |
|
| - | Yo Yuan Investment Corporation Representative: Ling-wen Huang |
480 | 480 | 0 | 0 | 2,240 | 2,240 | 100 | 100 | 2,820 0.13 |
2,820 0.13 |
2,031 | 2,031 | 0 | 0 | 2,593 | 0 | 2,593 | 0 | 7,444 0.34 |
7,444 0.34 |
- | |
| - | Yo Yuan Investment Corporation Representative: Fu-ShengHuang |
480 | 480 | 0 | 0 | 2,240 | 2,240 | 100 | 100 | 2,820 0.13 |
2,820 0.13 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2,820 0.13 |
2,820 0.13 |
- | |
| - | Nice Enterprise Co., Ltd. Representative: Ching-LiangChen |
480 |
480 | 0 | 0 | 2,240 | 2,240 | 100 | 100 | 2,820 0.13 |
2,820 0.13 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 2,820 0.13 |
2,820 0.13 |
- |
-19-
| Title | Name | Director's remuneration | Director's remuneration | Director's remuneration | Director's remuneration | Director's remuneration | Director's remuneration | Director's remuneration | Director's remuneration | Ratio of total compensation (A+B+C+D) to net income |
Ratio of total compensation (A+B+C+D) to net income |
Pay rece | Pay rece | Pay rece | Pay rece | ived as an employee | ived as an employee | ived as an employee | ived as an employee | Percentage of the total sums of A, B, C, D, E, F, and G on the net profit |
Percentage of the total sums of A, B, C, D, E, F, and G on the net profit |
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 | All companies in the Financial Report |
|||||
| Cash amount | Stock amount | Cash amount | Stock amount | |||||||||||||||||||
| Independent Director |
Kuang-Chih Huang |
1,440 | 1,440 | 0 | 0 | 0 | 0 | 100 | 100 |
1,540 0.07 |
1,540 0.07 |
0 |
0 | 0 | 0 | 0 |
0 | 0 | 0 |
1,540 0.07 |
1,540 0.07 |
- |
| Chi-Shan Hung | 1,560 | 1,560 | 0 | 0 | 0 | 0 | 100 | 100 |
1,660 0.08 |
1,660 0.08 |
0 |
0 | 0 | 0 | 0 |
0 | 0 | 0 |
1,660 0.08 |
1,660 0.08 |
- | |
| Chin-Cheng Kao | 1,560 | 1,560 | 0 | 0 | 0 | 0 | 100 | 100 |
1,660 0.08 |
1,660 0.08 |
0 |
0 | 0 | 0 | 0 |
0 | 0 | 0 |
1,660 0.08 |
1,660 0.08 |
- | |
| Te-Tsai L | 1,440 | 1,440 | 0 | 0 | 0 | 0 | 100 | 100 |
1,540 0.07 |
1,540 0.07 |
0 |
0 | 0 | 0 | 0 |
0 | 0 | 0 |
1,540 0.07 |
1,540 0.07 |
- | |
| 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.Exceptas disclosed above,remuneration received by directorsin thelatestyear forservices (e.g., acting as anon-employee consultantof the parentcompany/any companyin thefinancialstatements/investee) provided bythe directors: None. |
||||||||||||||||||||||
| Note: The remuneration of the Company’s directors includes base pay, business execution expenses, and director compensation. The monthly base pay for directors and independent directors is determined based on their degree of participation in the Company’s operations, the value of their contributions, and their supervision of the Company’s sustainable development plans, while also taking into account prevailing industry standards. Business execution expenses are paid as attendance fees based on the number of meetings attended. Pursuant to Article 29 of the Company’s Articles of Incorporation, if the Company records a profit for the year, no more than 5% shall be allocated as director compensation; however, if the Company has accumulated losses, an amount shall be reserved in advance to offset such losses. Independent directors do not participate in the distribution of director compensation. |
To implement corporate governance and strengthen the correlation between remuneration and performance, the Company conducts periodic evaluations in accordance with the "Rules for Performance Evaluation of the Board of Directors," and the results of the self-performance evaluations of board members are utilized as a key basis for determining director remuneration. The 2025 director self-performance evaluation comprised 23 indicators across six major dimensions: "Alignment of the Company’s Goals and Missions," "Recognition of Director Responsibilities," "Participation in the Company’s Operations," "Internal Relationship Management and Communication," "Professionalism and Continuous Education of Directors," and "Internal Controls". Following the aggregation of these results, the evaluation score for the year was 4.98 out of 5, with a rating of "Very Good (4)," indicating that the directors maintain a positive assessment of the efficiency and effectiveness of the operations across all indicators. The reasonableness of the relevant remuneration is submitted to the Remuneration Committee and the Board of Directors for review to ensure alignment with the Company’s long-term business objectives and sustainable development.
-20-
(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 |
9,264 | 10,830 | 0 | 0 | 8,923 | 9,902 | 9,503 | 0 | 9,503 | 0 | 27,690 1.28 |
30,236 1.40 |
- |
| Executive Vice President |
Chin-Tzu Wu |
5,609 | 5,609 | 0 | 0 | 3,875 | 3,875 | 5,741 | 0 | 5,741 | 0 | 15,225 0.70 |
15,225 0.70 |
- |
| Vice President |
William Li | 4,220 | 4,220 | 0 | 0 | 3,080 | 3,080 | 3,517 | 0 | 3,517 | 0 | 10,817 0.50 |
10,817 0.50 |
- |
| Vice President of Production Unit |
Chao-Wang Chiu |
1,636 | 2,419 | 0 | 0 | 1,139 | 1,628 | 910 | 0 | 910 | 0 | 3,684 0.17 |
4,957 0.23 |
- |
-21-
(III) Managerial officer's name and the distribution of employee bonus
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 |
0 |
23,073 | 23,073 | 1.07 |
| Executive Vice President |
Chin-Tzu Wu |
|||||
| Vice President and Director of the Finance Division Corporate Governance Officer |
William Li |
|||||
| Vice President | Chen-Hsueh Li |
|||||
| Vice President of Production Unit |
Chao-Wang Chiu |
|||||
| Vice President of Business Unit |
Ranol Lin | |||||
| Plant Director | Chieh-Hung Lin |
|||||
| Vice Plant Director | Irenne Ng |
-
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.
-
(IV) Comparison of compensation paid by the Company and all the consolidated entities in the last two years to the company's Directors, Supervisors, President and Vice Presidents as a percentage to the net income after tax. Explanation on remuneration policies, standards and combination of the procedures in determining remuneration, and association with business performance and future risks:
-
1 The analysis of remunerations to the Company's Directors, Supervisors, President and Vice Presidents as a percentage of net profit after tax in the most recent year is provided in the table below:
| Year | Total remuneration paid to Directors, Supervisors, the President, and Vice Presidents (thousand NT$) |
Total remuneration paid to Directors, Supervisors, the President, and Vice Presidents (thousand NT$) |
Total remuneration as a percentage of profit after tax (%) |
Total remuneration as a percentage of profit after tax (%) |
|---|---|---|---|---|
| The Company | All Companies in the Consolidated Financial Report |
The Company | All companies in the Consolidated Financial Report |
|
| 2024 | 74,930 | 78,211 |
5.02 | 5.24 |
| 2025 | 83,796 | 87,615 |
3.87 | 4.05 |
-22-
-
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:
-
The Company’s director remuneration includes compensation, travel and attendance allowances, and director profit-sharing. Monthly compensation for directors and independent directors is determined and approved by the Board based on their level of involvement in corporate operations, the value of their contributions, their oversight of the Company’s sustainable development planning, and in reference to prevailing industry standards.
-
Travel and attendance allowances are paid based on the frequency of attendance. Regarding director profit-sharing, pursuant to Article 29 of the Company’s Articles of Incorporation, if the Company records a profit for the year, an amount not exceeding 5% shall be allocated as director profit-sharing. However, if the Company has accumulated losses, a portion must be reserved in advance to offset such losses. Independent directors do not participate in the distribution of director profit-sharing.
-
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.
-
-
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.
-
-
The Company's payment of remuneration is based on the "Rules for Performance Evaluation of Board of Directors" and the results of evaluations conducted in accordance with the "Employee Remuneration Incentive Regulations" which applies to managerial officers and employees.
- The performance evaluation and the reasonableness of salary and remuneration for Directors and managerial officers is reviewed by the Remuneration Committee and the Board of Directors each year. In addition to the personal performance achievement rate and contributions to the Company, the Company reviews the remuneration system in accordance with overall business performance, future risks of the industry, and development trends, as well as actual business operations and related laws. The Company also evaluates the current corporate governance trends for providing reasonable remuneration to maintain a balance between sustainable management and risk management.
-
-
(II) Procedures for determining remuneration:
- 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
-23-
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.
-
The results of the 2025 self-evaluation for the Board of Directors and each individual Director were very good.
-
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:
-
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.
-
The performance targets of the Company's managerial officers meet the risk management requirements to ensure the management and prevention of risks within the scope of their duties. The Company also grades the results based on their actual performance and connects the results to the human resources and related salary and remuneration policies. The important decisions of the Company's management are made based on assessments of various risk factors. The performance of the relevant decisions reflects the profitability of the Company, and the remuneration of management personnel is connected to their risk management performance.
The Company's regular remuneration for Directors, President, and Vice Presidents are based on prevailing rates in the industry and do not incur future risks. The distribution of earnings and the sequence of distribution are specified in the Articles of Incorporation and the approval of the shareholders' meeting shall be required before distribution. The remuneration is tied to the business performance and the Company's long-term development factors have been considered for the payment of remuneration and included in the review of the Remuneration Committee. Therefore, they do not incur future risks.
-24-
III. Implementation of corporate governance
(I) Board of Directors operating status
Board of Directors operating status
A total of 10 meetings (A) of the Board of Directors were held in the most recent year (2025). The attendance of Directors was as follows:
| Title | Name |
Attendance (voting and non-voting) in person(B) |
Attendance by proxy |
Attendance (voting and non-voting) in person rate (%) [B/A] |
Remarks |
|---|---|---|---|---|---|
| Chairman of the Board |
Yo Yuan Investment Corporation Representative: Ching-Shen Hong |
10 | 0 | 100 | None |
| Director |
Yo Yuan Investment Corporation Representative: Li-Ju Chen |
10 | 0 | 100 | None |
| Director |
Yo Yuan Investment Corporation Representative: Ling-Wen Huang |
9 | 1 | 90 | None |
| Director |
Yo Yuan Investment Corporation Representative: Fu-Sheng Huang |
10 | 0 | 100 | None |
| Director |
Nice Enterprise Co., Ltd. Representative: Ching-Liang Chen |
8 | 2 | 80 | None |
| Independent Director |
Chi-Shan Hung | 10 | 0 | 100 | None |
| Independent Director |
Chin-Cheng Kao | 9 | 1 | 90 | None |
| Independent Director |
Te-Tsai Lu | 10 | 0 | 100 | None |
| Independent Director |
Kuang-Chih Huang | 10 | 0 | 100 | None |
| Other matters required to be recorded: I. Should any of the following take place in a board meeting, the date and number of the meeting, the content of proposal, Independent Director's opinions and the Company's response to such opinions should be recorded: (I) Items specified in Article 14-3 of the Securities and Exchange Act: Not applicable as the Company has established the Audit Committee and 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: 1. Date of Board of Director meeting: January 17, 2025, 4th meeting of the 17th Board of Directors Agenda: Discussion of the Company's 2024 year-end bonus for managerial officers. Directors with conflicts of interest: Ching-Shen Hong, Li-Ju Chen and Ling-Wen Huang. Reasons for recusal and participation in voting: Directors, Ching-Shen Hong, Li-Ju Chen and Ling-Wen Huang, were concurrent employees so to be parties with a vested interest in the matter and, in |
-25-
-
accordance with the principle of recusal, did not participate in the discussion or voting on the proposal.
-
- Date of Board of Director meeting: January 17, 2025, 4th meeting of the 17th Board of Directors Agenda: Discussion of the Company's 2024 employee remuneration for managerial officers. Directors with conflicts of interest: Ching-Shen Hong, Li-Ju Chen and Ling-Wen Huang. Reasons for recusal and participation in voting: Directors, Ching-Shen Hong, Li-Ju Chen and Ling-Wen Huang, were concurrent employees so to be 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, 2025 |
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, 2025 |
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.
-26-
They maintain smooth communication and operations.
In order to implement corporate governance and enhance the functions of the Company's Board of Directors as well as to establish performance targets so as to enhance the operational efficiency of the Board of Directors, the Company has established the Rules for Performance Evaluation of Board of Directors on May 7, 2020. The Company implements one internal performance evaluation each year and submits results to the Board of Directors before the end of the first quarter of the following year. The performance evaluation results are used as the basis for review and improvements as well as reference for remuneration, nomination, and continued appointment. The results of the 2025 board performance evaluation were reported to the Board of Directors on March 5, 2026 and its results are very good and excellent.
-27-
(II) Audit Committee operating status
Audit Committee operating status
The Audit Committee convened a total of 6 meetings in the most recent year (2025). The attendance of Independent Directors was as follows:
| Title | Name | Attendance in person(B) |
Attendance by proxy |
Attendance rate(%) (B/A) (Note1, Note2) |
Remarks (A) |
|---|---|---|---|---|---|
| Independent Director (Convener) |
Chi-Shan Hung | 6 | 0 | 100 | None |
| Independent Director |
Kuang-chih Huang | 6 |
0 | 100 | None |
| Independent Director |
Chin-Cheng Kao | 6 | 0 | 100 | None |
| Independent Director |
Te-Tsai Lu | 6 | 0 | 100 | None |
| Other matters required to be recorded: I. The date of the meeting of the Audit Committee, the term, contents of the proposals, objections, qualified opinions, and important recommendations of independent directors, resolutions of the Audit Committee, and the Company's handling of the resolutions of the Audit Committee shall be specified under any of the following circumstances in the operations of the Audit Committee: (I) Items specified in Article 14-5 of the Securities and Exchange Act: None. Audit Committee Details of the proposal and subsequent developments Matters stated in Article 14-5 of the Securities and Exchange Act Any resolution not approved by the Audit Committee but approved by two thirds or more of all Directors 4th Committee 3rd meeting March 6, 2025 1. Ratification of the Company's 2024 Business Report, financial statements, and consolidated financial statements. v None 2. The Company's 2024 earnings distribution proposal. v None 3. Amendment to the Articles of Incorporation. v None 4. Proposal to Amend the Payroll Cycle Internal Control System. v None 5. Evaluation of the Independence and Suitability of the Company’s Certified Public Accountant (CPA). v None 6. Review of the Company’s 2024 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. 4th Committee 4th meeting May 8, 2025 1. Review of the consolidated financial statements for the first quarter of 2025. v None 2. Discussion on the new loan guarantee for Beihai Lizhun Electronics Co., Ltd.. v None 3. Discussion on the new loan Guarantee for Sunon Electronics (Bei Hai) Co., Ltd. v None Results of Audit Committee resolutions: Passed by all members of the Audit |
-28-
Committee.
| Committee. | Committee. | Committee. | |
|---|---|---|---|
| The Company's response to Audit Committee opinions: Passed unanimously by all Directors in attendance. |
|||
| 4th Committee 5th meeting August 7, 2025 |
1. Review of the consolidated financial statements for the second quarter of 2025. |
v | None |
| 2. Proposal on the establishment of the Company’s “Procedures for Repurchasing Treasury Shares |
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 6th meeting October 15, 2025 |
1. Proposal on the technology cooperation with the Joint‑Venture Company in China. |
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 7th meeting November 6, 2025 |
1. Review of the consolidated financial statements for the third quarter of 2025. |
v | None |
| 2. Proposal for the issuance of new shares through a cash capital increase.. |
v | None | |
| 3. Proposal for a technical cooperation agreement. |
v | None | |
| 4. Proposal to amend the "Corporate Governance Best Practice Principles.". |
v | None | |
| 5. Amendment of the "Charter of the Audit Committee." |
v | None | |
| 6. Amendment of the "Rules of Procedure for Board of Directors Meetings." |
v | None | |
| 7. Discussion on the Company’s 2026 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. |
|||
| 4th Committee 8th meeting December 17, 2025 |
1. Proposal for the supplemental agreement to the Patent Technology Licensing Contract with the Joint Venture in China. |
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 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:
-29-
-
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
-
2025:
| 2025: | ||
|---|---|---|
| Date | Communication status | |
| March 6, 2025 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 October 2024 to January 2025. 2. 2024 Internal Control System Statement. |
|
| Communication results |
No objections at this meeting. | |
| March 6, 2025 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 accountant Guo-Ming Li |
| Communication items |
Report on communication with governance units in 2024. | |
| Communication results |
No objections at this meeting. | |
| May 8, 2025 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 February to March 2025. | |
| Communication results |
No objections at this meeting. | |
| August 7, 2025 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 2025. | |
| Communication results |
No objections at this meeting. | |
| November 6, 2025 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 2025. 2. The 2026 audit plan. |
|
| Communication results |
No objections at this meeting. |
IV. Key work items and implementation status of the Audit Committee for the year:
-
Regular communication of the audit report results with the internal auditor based on the annual audit plan.
-
Communication between the Company's certifying CPA and the results of the audit of the financial statements.
-
Review of the Financial Report.
-
Assessment of the effectiveness of the internal control system. 5. Matters involving the personal interests of Directors.
-
Appointment, dismissal, or compensation of CPAs, as well as a review of the services provided.
-
Material asset or derivatives transaction.
-
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
-30-
| endorsements and guarantees. | |
|---|---|
| 9. | 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. | |
| 11. | Compliance. |
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(III) Corporate governance implementation status and deviation from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and reasons
| Assessed areas | Implementation status (Note) | Deviations from Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| I. Has the Company set and disclosed principles for practicing corporate governance according to the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies? |
✓ |
The Company has established a set of Corporate Governance Best Practice Principles on November 6, 2015. On 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 major shareholders of companies over which the Company has actual control and the list of ultimate owners of those major shareholders? (III) Has the Company established and implemented risk control/management and firewall mechanisms between it and affiliated companies? (IV)Does the Company have internal regulations in place to prevent its internal staff from trading securities based on |
✓ ✓ ✓ ✓ |
(I) The Company has established a set of Corporate Governance Best Practice Principles after being approved through a Board of Directors resolution, and has set up a spokesperson and acting spokesperson system as well as the [email protected] email account to effectively process shareholder suggestions or disputes. (II) The Company uses the shareholder register provided by the stock transfer agency as the source of information. The Company also pays attention to market information and changes in the shareholding status of insiders and regularly discloses information on major shareholders and the ultimate controllers of major shareholders. (III) The Company has established internal control procedures including the Procedures for Acquisition or Disposal of Assets, the Procedures for Loaning of Funds to Others, the Procedures for Making Endorsements and Guarantees, and the Regulations for the Supervision and Management of Subsidiaries after being approved by a Shareholders’ Meeting resolution. Related risk management and firewall mechanisms have also been established. (IV) The Company has established the "Management Procedures for the Prevention of Insider Trading." Theseproceduresprohibit insiders from |
No deviation. |
-32-
| 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 | ||
| information yet to be public on the market? | trading the Company’s marketable securities using non-public information, or within 18 hours after such information is made public. Furthermore, the procedures stipulate a "closed period" (blackout period) during which insiders are prohibited from trading the Company's shares: 30 days prior to the announcement of the annual financial report and 15 daysprior to the announcement of eachquarterlyfinancial report. |
|||
| III. Composition and responsibilities of the Board of Directors (I) Has the Board of Directors developed and implemented a diversity policy for the composition of its members and specific management targets? (II) In addition to establishing a Remuneration Committee and an Audit Committee, which are required by law, is the company willing to also voluntarily establish other types of functional committees? (III) Has the company established and implemented methods for assessing the performance of the Board of Directors and conducted performance evaluation annually? Does the Company submit results of assessments to the Board of directors and use results as the basis for the salary, remuneration, nomination and reappointment of individual Directors? |
✓ ✓ ✓ |
(I) Article 20 of the Company’s "Corporate Governance Best Practice Principles" explicitly defines the board diversity policy. For details regarding the specific management objectives and the status of their implementation, please refer to pages 10–16 of this annual report. (II) In addition to establishing the Audit Committee and the Remuneration Committee, the Company also established the Sustainable Development Committee, Information Security Management Committee, Occupational Safety and Health Committee and the Employee Welfare Committee. The Company shall establish other functional committees in the future based on requirements. (III) The Company has established the "Rules for Performance Evaluation of the Board of Directors," which are disclosed on the Market Observation Post System (MOPS) and the Company's official website. In accordance with Articles 2 to 3 of said Rules, the Board conducts an internal performance evaluation annually based on prescribed evaluation procedures and indicators. The scope of the evaluation includes the Board of Directors as a whole, individual board members, and functional committees. The evaluation is conducted through questionnaires. For the year 2025, the evaluation results were compiled by the Secretary of the Board and reported to the Board of Directors on March 5, 2026, to serve as a basis for review and continuous improvement. The results of the Board's performance evaluation serve as a reference for the selection or nomination of directors. Furthermore, the evaluation results of individual directors are used as a reference for determining their individual remuneration. |
No deviation. |
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| Assessed areas | Implementation status (Note) | Deviations from Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| (IV) Does the company periodically evaluate the level of independence of the CPA? |
✓ |
(IV) The Company’s Corporate Governance Best 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 certified public 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 confirmed that 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 and Board of Directors for review and approved on March 5,2026. |
||
| IV. Has the publicly-listed company appointed qualified and suitable number of corporate governance personnel and appointed a Corporate Governance Officer to handle governance related affairs (including but not limited to providing information necessary for Directors and Supervisors to perform their duties, aiding Directors and Supervisors in complying with the laws, organizing board meetings and annual general meetings as required by law, and compiling minutes of board meetings and annual general meetings)? |
✓ |
The Company's Board of Directors passed a resolution on May 6, 2021 to appoint the Vice President William Li as the Corporate Governance Officer. I. Main duties of the Corporate Governance Officer: 1. Handling of matters relating to Board of Directors meetings and shareholders’ meetings in compliance with law; 2. Preparation of minutes of the Board of Directors meetings and shareholders’ meetings; 3. Assistance in onboarding and continuing education of the Directors; 4. Provision of information required for performance of duties by the Directors; 5. Assistance in the Directors' compliance of law. 6. Report to the Board of Directors on the results of the Independent Director review, which reviewed whether each Independent Director had met legal requirements for the role when they were nominated and appointed, and during their term of service. 7. Handle matters related to changes to the Company’s Directors. 8. Handle matters related to IRs and others described or established in |
-34-
| Assessed areas | Implementation status (Note) | Deviations from Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| the Articles of Incorporation or under contract. 9. Promote corporate governance initiatives. 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 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 2025, 10 meetings of the Board of Directors, 6 meetings of the Audit Committee, and 4 meetings of the Remuneration Committee were convened. (3) Handle prior registration for shareholders’ meetings, prepare meeting notices, agenda handbook, meeting minutes within the statutory period, as well as handle registration of changes due to amendment of regulations and election of Directors. (4) Review announcements of important Board of Director’s |
-35-
| Assessed areas | Implementation status (Note) | Deviations from Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
||
|---|---|---|---|---|
| Yes | No | Summary | ||
| 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) Conducted education and awareness programs regarding the prevention of insider trading, notifying insiders of the blackout periods 30 days prior to the announcement of annual financial reports and 15 days prior to the announcement of quarterly financial reports during which trading of the Company’s shares is prohibited. 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. Continuing education of the Corporate Governance Officer: Date of Training Institution Course Name Course Hours 2025.08.21 BCSD Taiwan CDP & IFRS S2 Disclosure Workshop 6 2025.08.28~ 2025.08.29 TCGA GHG Management Implementation Workshop & Sustainability Awareness Session 9 The appointment, duties, and operations of the Corporate Governance Officer have been disclosed on the Company's website. |
-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 | ||
| 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 ESG 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://esg.sunon.com. |
No deviation. | |
| VI. Has the Company hired a professional agency to handle tasks and issues related to holding the shareholder's meeting? |
✓ |
The Company has appointed the Transfer Agency Department of Grand Fortune Securities to handle tasks and issues related to organizing shareholder'smeetings. |
No deviation. |
|
| VII. Information disclosure (I) Has the Company established a corporate website to disclose information regarding the Company's financial, business and corporate governance status? (II) Has the Company adopted other means of information disclosure (such as establishing a website in English, appointing specific personnel to collect and disclose company information, implementing a spokesperson system, and disclosing the process of investor conferences on the Company's website)? (III) Does the Company publish and report its annual financial report within two months after the end of a fiscal year, and publish and report its financial reports for the first, second and third quarters as well as its operating status for each month ahead of schedule before the specified deadline? |
✓ ✓ |
✓ | (I) The Company has set up a website (Website address: www.sunon.com, Chinese and English versions) to disclose the Company's finance, business, and corporate governance information. Information is regularly maintained and updated. (II) The Company has set up an English website (Website address: www.sunon.com, Chinese and English versions) Information provided in the investor services section has been collected and disclosed by the Company’s Finance Department and Planning Department. The Company has also established and implemented a spokesperson system responsible for external communications. Information and video recordings of the Company’s earnings calls have been provided on the Company’s website. (III) The Company's financial reports have all been submitted to the Board of Directors after being approved by the Audit Committee within the announced period. Financial reports for the first, second, and third quarter, and monthly reports on business operations, have all been published and submitted before regulatory deadlines. |
No material discrepancy. |
| VIII. Does the Company have other information that is helpful for understanding its status of corporate governance (including but not limited to employee rights and interests, employee well-being, investor relations, supplier relations,rights of interested |
✓ | (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. |
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| 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 | ||
| 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. The Company established the Employee Welfare Committee and the Sexual Harassment Complaint Processing Committee. We implement a pension system and provide group insurance, employee travel subsidies, bonuses for birthdays, childbirth, marriage, funeral, and performance, year-end bonus, and organize outdoor activities. We provide diverse education and training for employees and we have established an online learning platform, internal education and training, and subsidies for external training programs to encourage employees to study on the job. (II) Employee relations: 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 |
-38-
| 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 | |||
| Directors and Independent Directors are required to attend continuing education courses and meet requirements for courses on corporate governance. The Company continue to arrange appropriate continuous training courses for Directors and Independent Directors. (Please refer to the following table 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 for Making Endorsements and Guarantees", and "Procedures for Loaning of Funds to Others" as the basis for risk management and assessment for the Company's operating units and auditing units in their execution of related businesses. (IX) Status of purchase of liability insurance for Directors and Supervisors: The 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 6, 2025. The insurance coverage period is from November 15, 2025 to November 15,2026. |
|||||
| 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 The Sustainability Report has been reviewed and approved by the Board of Directors. Establishment of the "Management Procedures for the Prevention of Insider Trading." Specific measures to enhance corporate value shall be formulated, reported to the Board of Directors, and disclosed on the Market Observation Post System (MOPS). Establishment of the "Risk Management Policy and Procedures." |
|||||
| Improvements | Proposed Priority Improvement Items | ||||
| The Sustainability Report has been reviewed and approved by the Board of Directors. |
Establishment of the "Management Procedures for the Prevention of Insider Trading." |
||||
| Specific measures to enhance corporate value shall be formulated, reported to the Board of Directors, and disclosed on the Market Observation Post System (MOPS). |
Establishment of the "Risk Management Policy and Procedures." | ||||
-39-
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 and senior 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 thefirm have the adequate capacity, expertise, andresourcesrequired tofulfillthe Company’s audit engagement? | Yes | Yes |
| Aspect Two: Quality Control | ||
| 1. Are accountant workloads too heavy? | No | Yes |
| 2. Are the accountants responsible for Engagement Quality Control Review (EQCR) devoting sufficient time towards reviewing audit cases? |
Yes | Yes |
| 3. Does the firm maintain adequatequalitycontrol resources andpersonnel toprovide necessarysupport to the audit team? | 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 obtainedfinancing orendorsement guaranteesfromthe Company? | No | Yes |
| 3. Does the accountant have a close business relationship or potential employment relationship with 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 they had a significant impact on audit work? |
No | Yes |
| 5. Has the accountant provided non-audit services to the Company that may directly affect their audit work? | No | Yes |
| 6. Has the accountant brokered shares or other securities issued bythe Company? | No | Yes |
| 7. Has the accountant defended the Company or represented the Company in negotiations during a dispute with a third party? | No | Yes |
| 8. Does the accountant have a familial relationship with any of the Company’s directors, managers, or employees who have a significant impact on audit work? |
No | Yes |
| 9. Has the appointed accountant andmembers ofthe 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 Account Disciplinary Committee in the past two years? |
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 efficiency and quality? |
Yes | Yes |
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Note 2: Status of continuing education of the Company's Directors in 2025
| Title | Name | Date of course |
Organizer | Course name | Duration of the course |
Total hours of continuing education |
|---|---|---|---|---|---|---|
| Representative of institutional director |
Ching- Shen Hong |
2025/11/13 | Taiwan Project Management Association |
Financial Statement Analysis and Trends in Financial Accounting |
3 hours | 6 hours |
| 2025/11/14 | Taiwan Project Management Association |
Business Value of Generative AI and Insights into Digital Risks |
3 hours | |||
| Representative of institutional director |
Li-Ju Chen |
2025/11/19 | Securities & Futures Institute |
2025 Insider Trading Prevention Seminar |
3 hours | 6 hours |
| 2025/11/27 | Taipei Foundation of Finance |
Corporate Governance- IT Security- Personal Data Security Audit |
3 hours | |||
| Representative of institutional director |
Ling- Wen Huang |
2025/09/16 | Corporation Governance Association |
Corporate Governance Officer and Board Members |
3 hours | 6 hours |
| 2025/09/26 | Securities & Futures Institute |
2025 Insider Trading Prevention Seminar |
3 hours | |||
| Representative of institutional director |
Fu- Sheng Huang |
2025/07/25 | Taipei Foundation of Finance |
Leveraging AI to Enhance Operational Efficiency and Service Quality: Case Studies in AI Transformation |
3 hours | 6 hours |
| 2025/09/26 | Securities & Futures Institute |
2025 Insider Trading Prevention Seminar |
3 hours | |||
| Representative of institutional director |
Ching- Liang Chen |
2025/10/01 | Taiwan Corporate Management and Sustainable Development Association |
Enhancing Executive Awareness of Regulatory Oversight for Listed Companies |
3 hours | 6 hours |
| 2025/10/01 | Taiwan Corporate Management and Sustainable Development Association |
Navigating Strategic Challenges for Taiwanese Business Under Trump's New Policies |
3 hours | |||
| Independent Director |
Kuang- Chih Huang |
2025/07/25 | Taipei Foundation of Finance |
Leveraging AI to Enhance Operational Efficiency and Service Quality: Case Studies in AI Transformation |
3 hours | 6 hours |
| 2025/08/18 | Taipei Foundation of Finance |
Corporate Governance: Director Duties and Liabilities Under the Securities Act |
3 hours | |||
| Independent Director |
Chi- Shan Hung |
2025/05/23 | Securities & Futures Institute |
2025 Insider Trading Prevention Seminar |
3 hours | 21 hours |
| 2025/06/19 | Taiwan Academy of Banking and Finance |
Corporate Governance Seminar |
3 hours | |||
| 2025/08/08 | Securities & Futures Institute |
Greenwashing: Case Studies and Legal Risks in Sustainability Disclosure |
3 hours | |||
| 2025/08/11 | Corporation Governance Association |
Corporate Gender Equality Obligations Under the ESG Framework |
3 hours |
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| Title | Name | Date of course |
Organizer | Course name | Duration of the course |
Total hours of continuing education |
|---|---|---|---|---|---|---|
| 2025/08/29 | Corporation Governance Association |
Sustainable Development Seminar- Kaohsiung Session |
3 hours | |||
| 2025/11/05 | Corporation Governance Association |
Corporate Control Contests: Case Studies and Analysis |
3 hours | |||
| 2025/11/07 | Corporation Governance Association |
How Corporations and Directors Can Avoid Insider Trading Pitfalls |
3 hours | |||
| Independent Director |
Te-Tsai Lu |
2025/07/14 | Taipei Foundation of Finance |
The Role and Responsibilities of the Board in ESG Governance |
3 hours | 6 hours |
| 2025/08/20 | Taiwan Project Management Association |
Analysis of AI Trends and Corporate Risk Management Strategies |
3 hours | |||
| Independent Director |
Chin- Cheng Kao |
2025/07/25 | Securities & Futures Institute |
2025 Insider Trading Prevention & Compliance Seminar |
3 hours | 6 hours |
| 2025/07/31 | Taiwan Stock Exchange |
2025 Taiwan Capital Market Expansion Summit |
3 hours |
-42-
- (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 31, 2026 | March 31, 2026 | |||
|---|---|---|---|---|
| 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 |
See pages 10-12 for Director Professional Qualifications and Independent Director Independence. |
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 |
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. |
- |
Note 1: Does not have any of the conditions stated in the subparagraphs of Article 30 of the Company Act.
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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 4 meetings (A) of the Remuneration Committee were held in the most recent year (2025). The members' qualifications and attendance were as follows:
| Title | Name | Attendance in person (B) |
Attendance by proxy |
Attendance rate (%) (B/A) |
Remarks | ||||
| Convener | Chin-Cheng Kao | 4 | 0 | 100 | None | ||||
| Committee member |
Chi-Shan Hung | 4 | 0 | 100 | None | ||||
| Committee member |
Chih-Ming Chen | 4 | 0 | 100 | None | ||||
| 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 handling of opinions of the Committee members: Date Discussion items Resolutions The Company's response to opinions of the members January 17, 2025 1. The 2024 year-end bonus for managerial officers. 2. The promotion of the Company's Executive. 3. Remuneration plan for Executives. 4. The 2024 employee remuneration for managerial officers Passed by all members of the Committee in attendance Submitted to the Board meeting and passed unanimously by all Directors in attendance March 6, 2025 1. The 2024 remuneration distribution proposal for Directors and employees. 2. Amendment to the Company's “Employee Salary Scale and Salary Determination Measures.” 3. Proposal for the appointment and remuneration of the Company's manager. Passed by all members of the Committee in attendance Submitted to the Board meeting and passed unanimously by all Directors in attendance May 28, 2025 1. The promotion of the Company's Executive. Passed by all members of the Committee in attendance Submitted to the Board meeting and passed unanimously by all Directors in |
||||||||
| Date | Discussion items | Resolutions | The Company's response to opinions of the members |
||||||
| January 17, 2025 | 1. The 2024 year-end bonus for managerial officers. 2. The promotion of the Company's Executive. 3. Remuneration plan for Executives. 4. The 2024 employee remuneration for managerial officers |
Passed by all members of the Committee in attendance |
Submitted to the Board meeting and passed unanimously by all Directors in attendance |
||||||
| March 6, 2025 | 1. The 2024 remuneration distribution proposal for Directors and employees. 2. Amendment to the Company's “Employee Salary Scale and Salary Determination Measures.” 3. Proposal for the appointment and remuneration of the Company's manager. |
Passed by all members of the Committee in attendance |
Submitted to the Board meeting and passed unanimously by all Directors in attendance |
||||||
| May 28, 2025 | 1. The promotion of the Company's Executive. |
Passed by all members of the Committee in attendance |
Submitted to the Board meeting and passed unanimously by all Directors in |
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| attendance | |||
|---|---|---|---|
| September 26, 2025 1. Amendment to the Company's Passed by all |
Submitted to the | ||
| “Employee Salary Scale and members of |
Board meeting | ||
| Salary Determination the |
and passed | ||
| Measures.” Committee in |
unanimously by | ||
| 2. The promotion of the attendance |
all Directors in | ||
| Company's Executive. | 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.
-45-
- (V) Implementation status of sustainable development, deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies, and reasons thereof
| 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 |
||
| 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 May 2022 to take charge of promoting the Company's sustainable development tasks. The Committee is composed of five members, with the Chairman serving as the Chairperson and the Corporate Governance Officer as the Executive Director. Together with one Director and two 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 2025 were March 6, May 8, August 7, and November 6, 2025. Implementation results for 2025 include (1) Identify key sustainability issues and formulate corresponding action plans. (2) Revise goals and policies for sustainability- related topics. (3) Obtain ISO 14067 Product Carbon Footprint (PCF) certification. (4) Pass the Science Based Targets initiative (SBTi) target validation. (5) Achieve ISO 50001 Energy Management System (EnMS) certification for the Kunshan Kuang Hsing Plant. (6) Establish a Supplier Carbon Management System. (7) Participated in the "Corporate Climate-Related Risk and Opportunity Assessment Demonstration Project" by the Administration of Industrial Development, MOEA. This year, carbon emissions were reduced by 9,037 tCO2e, representing a 37% reduction rate. The group-wide renewable energy usage ratio exceeded 42%. The Board of Directors reviews and supervises the Company's sustainable development strategy and the progress ofvarious projects, providing guidance when necessary. |
No deviation. |
|
| II. Does the Company have a unit that specializes (or is involved)inCSRpractices? Is theCSR unit run |
✓ |
The disclosed data covers the Company's sustainability performance at major locations fromJanuaryto December 2025. The risk assessment boundary primarilyincludes the |
No deviation. |
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| 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 | ||||
| by senior managerial officers and reports its progress to the Board of Directors? |
Company itself, encompassing sites in Taiwan, 4 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. The Sunonwealth 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. 11 material issues were identified in 2025, reported to Board of Directors on January 28, 2026, and the following risk management strategies have been established after an assessment: |
|||||
| Category | Material Issue | Management Strategy | ||||
| Environment | Climate change | Recreate a comprehensive climate change management framework based on the framework of TCFD and IFRS International Financial Reporting Standard S2 "Climate-related Disclosures" to manage risks and opportunities and ensure regular disclosures. |
||||
| Greenhouse gas management |
Set carbon reduction targets in accordance with international standards and actively introduce energy-saving and carbon-reduction projects and measures to reduce overall carbon emissions and enhance operational competitiveness. |
|||||
| Waste management |
Actively promote waste reduction and recycling to reduce waste generation. |
|||||
| Energy management |
Strengthen the management of electricity use in factories, increase the proportion of renewable energy use each year, and actively promote relevant energy-saving solutions. |
|||||
| Green product R&D |
Ensure product health and safety by optimizing energy efficiency through product design, |
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| 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 | ||||
| validation, and lifecycle management, selecting harmless and renewable raw materials, planning easily disassembled and recyclable product characteristics, reducing the environmental impact of products, and complying with relevant regulations. |
||||||
| Raw materials management |
Voluntarily recycle reusable packaging materials, and return these materials to suppliers to be reused in packaging for raw materials to prevent waste of resources. |
|||||
| Social | Talent attraction and retention |
Develop competitive compensation and benefits and key talent retention strategies, and create a career development environment with high growth potential. |
||||
| Product quality and safety |
The Company is committed to implementing product quality policies and measures to ensure that customers receive the best services and quality. Comply with international regulations for product design to ensure safety and health compliance. |
|||||
| Governance | Economic performance |
Attain economic benefits in business operations while maximizing social equity, environmental protection, and business ethics. |
||||
| Risk response measures |
Establish risk management mechanisms and implement risk control and adjustments to enhance operational resilience. |
|||||
| Supply chain management |
Implement supplier audits and performance evaluations, and provide education, training, and related tools and resources to gradually guide suppliers to implement carbon audits. |
|||||
| III. Environmental issues (I) Has the Company established a proper environmental management system based on the characteristics of the industry? |
✓ |
(I) The Company and its subsidiaries have established an Environmental Management System (EMS) in accordance with ISO 14001 and a Hazardous Substance Process Management(HSPM)system in accordance with IECQ QC080000. Both systems |
No deviation. |
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| 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 endeavor to utilize energy more efficiently and use renewable materials that have low impact on the environment? (III) Does the company evaluate the potential risks and opportunities in climate change with regard to the present and future of its business, and take appropriate action to address issues? (IV) Does the company take inventory of its greenhouse gas emissions, water consumption, and total weight of waste in the last two years, and implement policies on greenhouse gas reduction, water use reduction, or waste management? |
✓ ✓ ✓ |
consistently pass third-party verifications. Furthermore, in compliance with ISO 14064-1, we conduct annual greenhouse gas (GHG) inventories to track the effectiveness of emission reductions, with results publicly disclosed in our Sustainability Report and on the Company website. (https://esg.sunon.com/) (II) The Company has actively promoted various energy reduction measures and chosen to use high energy efficiency and energy conserving equipment, reducing the total energy consumed by the Company and our products, expanded renewable energy usage rate, as well as introduced ISO50001 energy management system to optimize energy efficiency. As of 2025, the total electricity consumption reached 47,906,345 kWh, with the renewable energy usage rate achieving 44%. 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 follows the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) framework, encompassing four key pillars: Governance, Strategy, Risk Management, and Metrics and Targets. We identify short-, medium-, and long-term climate-related risks and opportunities, while simultaneously evaluating feasible opportunities and formulating corresponding response measures. The assessment and mitigation measures for climate-related risks and opportunities are disclosed on pages 66-73 of this Annual Report under the "Climate-Related Information Execution" section. (IV) 1. All plants and subsidiaries of the Company completed the 2025 greenhouse gas inventory in accordance with GHG Protocol. As of the date of printing this annual report, the greenhouse gas inventory data for various factory sites in 2025 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 2024 2025 Scope 1 2,234.40 711.61 Scope 2 13,161.03 14,266.95 |
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| 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 | |||||
| 2. | Scope 3 | 6,779,341.54 | 10,708,416.73 | ||||
| Total | 6,794,736.97 | 10,723,395.28 | |||||
| Emission Intensity (Greenhouse gas emissions per million revenue) |
1.053 | 0.802 |
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Assessed areas Yes No
Implementation status Summary
Deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof
attention to environmental issues on the conservation of water resources. We have implemented water conservation plans, including comprehensive water conservation measures for water consumed during daily life activities, in order to optimize available water resources. Water consumption in the past 2 years: Unit: million liters Year Total water consumption 2025 289.51 2024 265.04
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. In 2025, total water consumption was 289.51 million liters. Compared to 2024, the overall water intensity decreased by 11%, demonstrating the effective implementation of our water conservation 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 2025 the Company and our subsidiaries obtained ISO 14001 environmental management systems certification.
| certification. | certification. | certification. | certification. |
|---|---|---|---|
| Waste output in the past 2 years: Unit: metric tons |
|||
| Year | Hazardous waste |
Non-hazardous waste |
Total waste |
| 2025 | 180.782 | 2,314.606 | 2,495.388 |
| 2024 | 92.354 | 1,553.024 | 1,645.378 |
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 waste is 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. In 2025, the total waste generated by the Company and its subsidiaries was 2,495.388 metric tons. This increase compared to the previous year was primarily
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| 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 |
|||
| driven by a group-wide production growth of over 24%, leading to a corresponding rise in waste output as manufacturing capacity expanded. However, despite the significant growth in production, over 83% of industrial waste was still managed through recycling methods in 2025. This indicates that the increase in waste primarily reflects the expansion of operational scale, while our overall resource recovery capabilities and management standards remained stable. To enhance resource efficiency, we continue to implement waste reduction management measures, focusing on minimizing hazardous industrial waste and increasing the reuse of recyclable materials. Our targets for reducing the "Waste Generation Index" are as follows: a 1.9% reduction in the short term by 2030, a 4.5% reduction in the medium term by 2040, and a 7.4% reduction in the long term by2050. |
|||||
| IV. Social issues (I) Has the Company formulated appropriate management policies and procedures according to relevant regulations and the International Bill of Human Rights? |
✓ |
(I) The Company has acknowledged and voluntarily complied with international human rights standards including the Universal Declaration of Human Rights, the UN Global Compact, the UN Guiding Principles on Business and Human Rights, and the UN International Labor Organization. We have also complied with labor laws and regulations, established an RBA Code of Conduct, and implemented measures pursuant to this Code of Conduct. The relevant policies and procedures apply to all stakeholders, including managers, employees, affiliates, suppliers, and customers. The Global Human Resources Department serves as the dedicated unit responsible for coordinating the management of human rights issues for both internal and external stakeholders. This includes establishing human rights due diligence procedures and driving cross-departmental efforts to identify, assess, monitor, and improve human rights risks. The human rights due diligence process consists of five key steps, as described below: |
No deviation. |
||
| 1. Integration into Management Systems |
Incorporate the RBA Code of Conduct into core corporate policies and daily operations, establishing a comprehensive framework for human rights management regulations and systems. |
||||
| 2. Identification and Assessment |
Conduct regular RBA Validated Assessment Program (VAP) procedures, utilizing on-site audits and multi- stakeholder interviews to precisely identify potential human rightsrisks. |
||||
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| 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. Cessation, Prevention, and Mitigation |
Implement Corrective Action Plans (CAP) based on audit findings, enhancing human rights management maturity through systemic optimization and targeted improvement measures. |
||||||
| 4. Tracking | Establish a routine monitoring and management review mechanism to ensure the effective execution of improvement measures and to drive the continuous, stable operation of the system. |
||||||
| 5. Communication | Validate audit effectiveness through management meetings and disclose execution progress in the Sustainability Report, responding to stakeholders through transparent information disclosure. |
||||||
| In addition to internal employees, due diligence also extends to suppliers and partners. We require them to sign social responsibility policies and commitment statements and undergo regular audits to ensure compliance with the Company's human rights standards. We also plan preventive measures and compensation mechanisms based on risk levels to ensure that all employees and suppliers work in a safe, respectful, and non-discriminatory environment. Through continuous advocacy, education and training, and employee feedback mechanisms, the Company ensures that its human rights policies are implemented in its routine operations and is committed to continuously improving related management practices to uphold human rights and social responsibility. In 2025, the Company identified the following human rights issues with potential risks, which included anti-discrimination, anti-harassment, freedom of association for employees, prohibition of child labor, protection of underage workers, and prohibition of forced labor. Please see the table below for details: |
|||||||
| Human Rights Issues |
Management Mechanisms | Compensation Measures | |||||
| Anti- Discrimination |
• Establish the "Anti- discrimination and Anti- harassment Management Procedures" and "Standards |
• Establish appeals channels for supervision and management. • If a complaint is received, |
|||||
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| Assessed areas | Implementation status | Deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof |
||||
|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||
| for Prevention of Unlawful infringement in the Performance of Duties". • Provide an equitable work environment and prohibit any form of discrimination based on race, color, religion, nationality, gender, sexual orientation, age, disability, or any other reason during the recruitment and hiring process. • Provide a fair and reasonable compensation system without discrimination based on employee qualifications. • Provide all employees with equal opportunities for learning and development according to their job functions. • Implement performance appraisals and bilateral communication to ensure that performance evaluations are clear and fair. |
it will be handled by the Global Human Resource Division or the local management department, and investigated and processed in accordance with procedures. Severe violations shall be reported to the competent authority. • Regularly review the salary structure and establish reasonable salary adjustment mechanisms. • Different operating locations offer employee cafeterias, transportation services, or company dormitories, depending on local conditions. • Regularly hold labor- management meetings or employee representative assemblies to facilitate bilateral communication regarding salaries and work conditions. |
|||||
| Anti-Harassment | • Establish the "Anti- discrimination and Anti- harassment Management Procedures", "Standards for Prevention of Unlawful infringement in the |
• Establish appeals channels for supervision and management. • If a complaint is received, it will be handled by the Global Human Resource |
||||
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| Assessed areas | Implementation status | Deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof |
||||
|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||
| Performance of Duties", and "Workplace Sexual Harassment Prevention Complaints and Disciplinary Regulations" • Any unlawful infringement, whether tangible or intangible, is prohibited, including workplace violence, workplace bullying, sexual harassment, and other such acts. • Hold anti-harassment courses on stopping workplace sexual harassment and stopping workplace violence. • The Company regularly organizes lectures and invites experts to share their insights and promote self- protection and rights protection. • Set up medical rooms and appoint doctors for regular services to provide employees with health consultation and related services. |
Division or the local management department, and investigated and processed in accordance with procedures. Severe violations shall be reported to the competent authority. • In the event of suspected unlawful infringement, the Company will respect the complainant's wishes, provide or refer them to counseling, medical or psychological counseling, social welfare resources and other necessary assistance, and take appropriate separation measures to prevent the complainant from being sexually harassed again, and will not make any adverse changes to the complainant's salary or other working conditions. |
|||||
| Employee Freedom of Association |
• Establish the "Freedom of Association Management Procedures". • Employees may independently organize |
• Establish appeals channels for supervision and management. • If a complaint is received, it will be handled by the |
||||
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| Assessed areas | Implementation status | Deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof |
||||
|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||
| employee representation groups and social groups, should doing so not violate any laws or regulations. • Set up a prayer room and provide employees with time and space for their faith. |
Global Human Resource Division or the local management department, and investigated and processed in accordance with procedures. Severe violations shall be reported to the competent authority. • Hold regular labor- management meetings or employee representative assemblies to enhance bilateral communication channels between labor and management and create an environment that encourages free expression and communication. |
|||||
| Child Labor | • Establish the "Management Procedures Prohibiting Child Labor and Providing Remediation in the Event of Abuse". • Conduct identity verification upon onboarding to ensure that applicants' ages meet legal requirements. |
• If the Company discovers that a person under the age of 16 has been mistakenly hired, their employment shall be immediately terminated, all their salary shall be settled, and remedial measures shall be taken. |
||||
| Adolescent Workers |
• Establish the "Management Procedures for Underage, Student, Intern, and Work- study Employees". • Assess the working conditions and potential risks of underage workers. |
• Regularly assess the physical and mental health of young workers and provide appropriate support and resources. • Any erroneous working conditions discovered must |
||||
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| Assessed areas | Implementation status | Deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof |
||||
|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||
| • Provide necessary safety education and training, as well as personal protective equipment. • Stipulate regulations to prevent underage workers from engaging in work that endangers their health or safety. • Stipulate regulations that the daily working hours for underage workers shall not exceed eight hours, and prohibit night work and overtime. |
be investigated immediately and the work content must be adjusted. Minors must not be punished or dismissed. |
|||||
| Forced Labor | • Establish the "Management Procedures Against Punitive, Forced, and Prison Labor". • Establish RBA-based employment contracts that comply with regulations. Employees should read and sign the contracts upon joining the company and have the right to freely terminate the employment contract. • Forced labor in any form is prohibited, including human trafficking, coercion, slavery, and other involuntary labor practices. • Employees have the right to freely decide whether to |
• The system sets a daily overtime limit of 4 hours and a monthly overtime limit of 46 hours to prevent employees from working overtime. • Compile records of employee working hours each month and appropriately manage employee workloads to prevent excessive working hours, which may adversely affect mental and physical health. • Establish appeals channels for supervision and management. • If a complaint is received, |
||||
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| Assessed areas | 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? |
✓ |
work overtime, take leave, or resign, and the Company should respect employees' willingness to work. • The Company adopts a zero- fee policy and strictly prohibits any behavior that requires payment from employees in order to obtain employment. |
the Global Human Resource Division or the local management team will be responsible for handling and coordinating the matter, and will implement relevant improvement measures. |
||||
| (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 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, birthdayand three traditional holidaybonuses, family |
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| Assessed areas | Implementation status | Deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof |
|||
|---|---|---|---|---|---|
| Yes | No | Summary | |||
| 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. Retirement Pension Policy In Taiwan, the Company’s retirement system is managed in accordance with the 'Labor Standards Act' and the 'Labor Pension Act.' Currently, all employees have opted for the New Labor Pension System. The Company contributes 6% of each employee's monthly salary to their individual labor pension accounts at the Bureau of Labor Insurance to accumulate their personal retirement funds. For the small number of employees who retain seniority under the Old Pension System, the Company continues to contribute 2% of their monthly salary to the Labor Pension Reserve Fund at the Bank of Taiwan, from which pension benefits are disbursed upon retirement eligibility. Overseas operating sites have established retirement security systems in compliance with local regulations. For instance, in China, the Company provides endowment insurance for employees and pays all required social insurance premiums in full. Other overseas locations also contribute to pension or social security funds according to local laws to ensure that employees' retirement rights meet all regional legal requirements. 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 2025, 52% of the Company’s employees are female, and 45% 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 hasreached1.42% ofouremployment targetforemployees withdisabilities, and we |
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| 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 and healthy working environment and provide employees with regular safety and health training? |
✓ |
have created customized job responsibilities, work environments, and work facilities for these employees. (2) Implement friendly workplace measures for empowering women, allowing employees of all genders to work in harmony. Business performance is reflected in employee salaries Article 29 of the Articles of Incorporation Should the Company make a profit for the year, at least 2% of this profit shall be allocated as employee remuneration, and no more than 5% of this profit shall be allocated as directors’ remuneration. However, if the Company has accumulated losses, the Company shall set aside a part of the surplus profit first for making up the losses. 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 2025, the Company adjusted salaries by an average for 3-4% for both management and non-management positions in the Taiwan region. In 2026, the Board of Directors resolved to allocate NT$64,000,000 from the 2025 earnings for employee compensation and an additional NT$14,000,000 for salary adjustments for entry-level employees. (III) 1.The Company pays close attention to the physical health of all employees and safety in the work environment. In addition to regular health examination for employees each year, the Company also works with hospitals to provide employees with consultation and care services for their physical and mental health to create a healthy workplace. We implement inspections through management by wandering about in the workplace and propose improvement plans for areas with potential risks or individual cases with the aim of improving safety in the workplace environment. 2. In 2025, the disabling injury frequency rate (FR) in Taiwan was 0 and the disabling severity rate (SR) was 0. The Company conducts individual reviews of occupational injuries in the workplace and implements solutions across the board to implement improvements and prevent recurrence of similar incidents. 3. The Companyorganized an emergencyescape drill in the first half and the second |
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| 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? |
✓ | (IV) |
half of 2025. The drills included personnel evacuation, explanation of the operation of fire safety facilities, guidance for personnel evacuation meeting points in response to extreme weather, and functional drills of the emergency response teams. 4. Each work site in Taiwan conducts CO2 gas concentration measurements every six months in accordance with local regulations to monitor the air quality in the workplace and to maintain a comfortable workplace environment for employees. 5. Each work site in Taiwan conducts measurements of hazardous factors (hazardous gas and noise) every six months in accordance with local regulations to monitor the air quality in the workplace and to ensure safety and health in the workplace environment for employees. 6. The Company and its subsidiaries have obtained ISO45001 certification (January 27, 2026 to January 26, 2029). 7.Workplace safety training and awareness in the past two years Year Training participants Training hours 2025 53,165 492,596 hours 2024 52,759 439,157 hours 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 Year Training participants Training hours 2025 178,158 389,581 2024 64,617 488,179 The Company has established a digital online learning platform and continues to develop digital courses for employees to learn at anytime from anywhere. Online learning courses for the past two years |
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| Assessed areas | 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 customer protection and grievance procedure policies implemented? (VI) Does the Company establish supplier management policies, which require suppliers to observe relevant regulations on environmental protection, occupational safety and hygiene, or labor and human rights? If so, describe the implementation results. |
✓ ✓ |
(V) (VI) |
Year | Number of students |
||
| 2025 | 29,028 | |||||
| 2024 | 26,770 |
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| 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 | |||||
| Supplier evaluation |
All suppliers must pass the supplier evaluation, and comply with 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. |
|||||||
| Mitigated supply chain risks through mandatory SLAs/NDAs, regular supplier security audits, and rigorous control of external connections and account permissions. |
|||||||
| 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. |
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| Assessed areas | Implementation status | Deviations from the Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies and reasons thereof |
||||
|---|---|---|---|---|---|---|
| Yes | No | Summary | ||||
| No suppliers were disqualified according to the results of the 2024 supplier audit. |
||||||
| Supplier training |
The Company conducts regular training sessions and collaborates with professional industry organizations to host small-scale workshops. Through various forms of engagement and exchange, we effectively enhance the sustainability management capabilities of our suppliers. In 2025, two supplier training sessions were held, focusing on the concepts and management methodologies of carbon footprint and greenhouse gas (GHG) inventory. These two sessions reached a total of 368 participants. |
|||||
| V. Does the company reference internationally accepted reporting standards or guidelines, and prepare reports that disclose non-financial information of the company, such as sustainability reports? Does the company obtain third-party assurance or guarantees for the reports above? |
✓ |
The Company's Sustainability Report complies with the GRI Standards issued by the Global Sustainability Standards Board (GSSB), the Standards for the Electrical & Electronic Equipment Industry issued by the Sustainability Accounting Standards Board (SASB), and the Task Force on Climate-Related Financial Disclosures (TCFD) framework published by the Financial Stability Board (FSB). As of the publication date of this Annual Report, the 2025 Sustainability Report is being assured, and complete assurance information shall be disclosed in the Sustainability Report. The 2024 sustainability report has been assured. Please refer to the Company’s SustainabilityReportforthe verification methods andresults. |
No deviation. | |||
| VI. If the company has established sustainable development best-practice principles based on the "Sustainable Development Best-Practice Principles for TWSE/TPEx Listed Companies," describe the implementation and any deviations from such principles: The Board of Directors approved the establishment of the "Corporate Social Responsibility Best Practice Principles" in November 2015 and revised the Principles in March 2017, January 2022 and March 2023. The Principles were renamed the Sustainable Development Best Practice Principles to strengthen the implementation of corporate social responsibility. The Companyregularlyreviews theimplementationofthePrinciples andmakesimprovements accordingly.Therehave been nomajordeviations. |
||||||
| 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"SunonwealthCharityFoundation"to organize various charity events (donations to the disadvantaged,regularcarefor low-incomehouseholds and children's welfare) |
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| 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 |
||
| 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’sSustainabilityReport for the relatedpublic welfarepromotion. |
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Climate information of public companies
Implementation status of climate-related information
| Implementation status of climate-related information | |||||
|---|---|---|---|---|---|
| Item | Implementation status | ||||
| 1. Describe the supervision and governance of climate-related risks and opportunities by the Board of Directors and the management. |
Board of Directors Board Members have maintained a long-term focus on climate change and possess a profound understanding of its significance and impact. The Sustainability Development Committee reports regularly to the Board of Directors on the progress of climate-related management. This includes the establishment of the supply chain carbon management system, the implementation of carbon inventory plans, the annual results of the CDP Supplier Engagement Rating (SER), the verification status of Science Based Targets initiative (SBTi) commitments, and the ISO 50001 Energy Management System certification plans for various manufacturing sites. Date of reports made to the Board of Directors in 2025: March 6, May 8, August 7, and November 6. 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 five members, with the Chairman serving as the Chairperson and the Corporate Governance Officer as the Executive Director. Together with one Director and two 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 task groups to implement the Company’s sustainable operations philosophy. |
||||
| 2. Describe how the identified climate risks and opportunities affect the business, strategy, and finances (short, medium, and long-term) of the Company. |
Sunonwealth mainly identifies the operational and financial impact caused by prioritized transformation and physical risks and 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 10 years ahead in the future. Financial impact and management practices of physical risks Risk Issue Risk Description Financial Impact Management Measures Rise in average temperatures Prolonged high temperatures will significantly increase the electricity demand for cooling and air conditioning. Increase expenditures by approximately NT$338,500 per year. Identify equipment with high energy consumption such as air conditioning units for equipment overhaul and replacement. Prolonged high Increased operating Strengthen building envelopes |
||||
| Risk Issue | Risk Description | Financial Impact | Management Measures | ||
| Rise in average temperatures |
Prolonged high temperatures will significantly increase the electricity demand for cooling and air conditioning. |
Increase expenditures by approximately NT$338,500 per year. |
Identify equipment with high energy consumption such as air conditioning units for equipment overhaul and replacement. |
||
| Prolonged high | Increased operating | Strengthen building envelopes |
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| temperatures cause cracking and aging of the exterior wall waterproofing layer. |
expenses and shortened useful life of assets. |
(exterior walls, roof) and pipeline facilities. |
|||
|---|---|---|---|---|---|
| High temperatures lead to heatstroke and reduced working hours. |
The loss of NT$993,000 per day was caused by employees stopping work. |
The attendance of employees is confirmed by the heads of each department. If employees who are supposed to be on duty are unable to work, they will ask if employees on leave are willing to work. Employees who work on that day will be paid overtime pay, which will result in an estimated increase of NT$22,900 per day in labor cost. |
|||
| Heavy rainfall | Heavy rain prevents employees from arriving at work and interrupts production. |
The loss of NT$993,000 per day was caused by employees stopping work. |
The attendance of employees is confirmed by the heads of each department. If employees who are supposed to be on duty are unable to work, they will ask if employees on leave are willing to work. Employees who work on that day will be paid overtime pay, which will result in an estimated increase of NT$22,900 per day in labor cost. |
||
| Financial impacts and management practices of transition risks |
|||||
| Risk Issue | Risk Description | Financial Impact | ManagementMeasures | ||
| Changes in customer behavior |
As global supply chains face increasingly stringent requirements for low-carbon transformation and sustainable governance, failure tomeet |
Decline in revenue | Short-term: 1. Establish a product carbon footprint verification system, provide transparent environmental information to customers, and obtain internationalenvironmental |
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| international customers' carbon reduction benchmarks could lead to the loss of orders from major customers. |
international customers' carbon reduction benchmarks could lead to the loss of orders from major customers. |
certifications. 2. Take stock of the electricity usage in each plant and the feasibility of adopting renewable energy, and formulate a green electricity procurement strategy. Medium to long-term: 1. Participate in customers' supply chain carbon reduction plans, enhance cooperation, and acquire sustainable partnership status. 2. Fully achieve renewable energy power supply for major plants. |
certifications. 2. Take stock of the electricity usage in each plant and the feasibility of adopting renewable energy, and formulate a green electricity procurement strategy. Medium to long-term: 1. Participate in customers' supply chain carbon reduction plans, enhance cooperation, and acquire sustainable partnership status. 2. Fully achieve renewable energy power supply for major plants. |
||||||
|---|---|---|---|---|---|---|---|---|---|
| Financial impacts and management practices of transition opportunities |
|||||||||
| Opportunity Category |
Opportunity Issues |
Opportunity Description |
Financial Impact | Management Measures | |||||
| Resource efficiency |
Adopt more efficient transportation methods |
Short and medium term: Optimize the shipment management mechanism to effectively reduce the number of trips and mileage. Long-term: Promote the vehicle type transition and gradually adopt electric or hybrid vehicles. |
Decrease short- and medium-term operating expenses by NT$541,400. |
Short-term: Implement a cargo consolidation strategy and optimize existing shipping routes and trips. Medium-term: Set targets for reducing the number of trips by 5-20% annually to improve resource utilization efficiency. Long-term: Adopt electric or hybrid vehicles to reduce carbon emissions |
|||||
| Recycling and | Establisha | Short-term | Short-term: |
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| reuse | resource recycling and reuse mechanism to recycle and reprocess waste, scraps, or scrapped components from the production process into raw materials or auxiliary materials. |
estimates suggest a reduction of NT$153,500 in operating expenses. |
Establish a recycling mechanism for production scraps, discarded components, and waste. Reuse recycled materials in production processes or auxiliary processes, and establish internal reuse standards and quality control procedures. Medium to long-term: Improve production processes, reduce scrap and waste generation, enhance resource utilization efficiency, maximize the recycling of production materials, and aim to attain zero-waste production. |
||||
|---|---|---|---|---|---|---|---|
| Switch to more efficient buildings. |
Accelerate the green transformation of buildings to reduce operating costs. |
Short-term estimates suggest a decrease in operating expenses of approximately NT$3.4389 million and an increase in administrative costs of NT$3.4543 million. |
Short-term: 1. Replacement of old air conditioners and high- energy-consuming equipment in existing factory buildings. 2. Implement energy management systems and zoned meters to facilitate precisely management of electricity consumption and continuously save energy and reduce peak loads. Medium to long-term: Establish an energy monitoring and management |
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| platform and continuously optimize the building energy use and carbon emission tracking mechanisms. |
|||||||
|---|---|---|---|---|---|---|---|
| Sources of energy |
Use low-carbon energy / adopt incentive policies |
Leverage government incentive policies to reduce financial pressure and accelerate the energy transition. |
Current short- term estimates suggest a reduction of approximately NT$9.855 million in operating expenses and an increase of approximately NT$11.85 million in administrative costs. |
Short-term: Continue to track and advocate for low-carbon transition incentive programs from local governments to reduce financial burdens and accelerate the energy transition. Medium to long-term: Continue to participate in government sustainability and net zero incentive programs; Use all resources to attain targets for using low-carbon energy in main plants and disclose the results of renewable energy use and carbon emission reduction. |
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| Products and services |
Develop or increase low- carbon products |
Maintain existing customer relationships to avoid losing orders due to carbon emission requirements. Attract orders from new customers and expand business opportunities in the low-carbon market. |
Increase income | Short-term: 1. Take stock of the carbon footprint of existing products and their main sources of carbon emissions. 2. Conduct product design evaluations based on customers' low-carbon needs and market trends. Medium-term: 1. Adopt low-carbon materials and energy- saving processes. |
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| 2. Collaborate with suppliers to enhance carbon reduction for raw materials. Long-term: Adopt innovative energy- saving technologies and designs, and incorporate low- carbon products into the Company's core sustainable development and market strategies. |
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|---|---|---|---|---|---|---|
| Please refer to | the Company's Sustainability Report for more information. | |||||
| 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 innovative green technologies and increase CAPEX attributing to energy transition requirements. These changes shall result in higher expenditures, impact the value of our existing assets or lead to assets being written off, and increases to our debt liabilities. However, a successful transition would also lead to higher long-term profits and benefit corporate sustainability development. |
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| 4. Describe how climate risk identification, assessment, and management processes are integrated into the overall risk management system. |
The Board of Directors serves as the highest governing body for corporate governance. In addition to incorporating climate issues into corporate governance and business strategies, the Board has integrated climate risk and opportunity management into overall policies. By continuously supervising the execution of various risk management mechanisms, the Board aims to implement climate change management practices alongside sustained business growth, demonstrating the Company’s commitment to climate governance. Under the Board, the Sustainability Development Committee has established four functional organizations. These units identify, assess, and manage climate-related risks and opportunities through literature review, expert consultation, climate risk scenario analysis tools, industry case studies, and empirical methods. They are responsible for setting strategies and targets, as well as driving risk response measures to ensure the effectiveness of risk management programs and control operations. Furthermore, climate risk management is integrated with internalaudit and control functions to ensure that alloperational risks are effectivelymitigated. |
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| 5. If scenario analysis is used to assess the resilience to climate change risks, describe the scenarios, parameters, assumptions, analysis factors, andmain financial impacts usedinthe |
The Company accounts for the distribution of production sites and uses the TCFD framework to analyze the impact of entity risk and transition risks on the Company's operations under different levels of greenhouse gas emissions. Interms ofphysical risks, we adopted theIntergovernmental PanelonClimate Change (IPCC) Sixth |
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| analysis. | Assessment Report (AR6) using the latest AR6 warming scenario and climate projection data, and the SSP5- 8.5 (extremely high emissions) emission scenario, to assess the impact on the business operation value chain and the capacity for climate change mitigation and adaptation under extreme high temperatures and extreme rainfall. In terms of transition risks, since most of Sunonwealth's customers are large international companies whose supply chain policies are closely aligned with the IEA NZE 2050 path, the "Net Zero Emissions (NZE)" scenario was chosen to analyze the impact of changes in customer behavior, new technology investment/low- carbon technology transformation, and changes in raw material prices on operating activities. |
|---|---|
| 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 lowing3.125% 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 energy efficiency advantages. |
| 7. If internal carbon pricing is used as a tool for planning, describe the basis of the pricing. |
Referring to the "Regulations Governing the Collection of Carbon Fees" published by the Ministry of Environment, the Company has set the internal carbon price at NT$500 per ton of carbon dioxide. We will regularly review and adjust the price based on the future development of Taiwan's carbon fee system and international trends to ensure that our carbon management strategy remains consistent with the external policy environment. Our internal carbon pricing mechanism is mainly applied to electrical equipment procurement and refrigerant management, covering the main emission sources in Scope 1 and Scope 2. When evaluating equipment procurement, each business unit must compare the power consumption difference between new and old equipment during their service life. If the new equipment generates higher carbon emissions, the internal carbon cost must be calculated based on its estimated emissions. In terms of refrigerant management for air conditioning equipment, the Company uses the Global Warming Potential (GWP) of 700 as the control benchmark. If the GWP of the refrigerant used in new equipment exceeds this standard, the corresponding carbon cost must be calculated based on its life cycle emissions. Through the above mechanisms, we can strengthen the internal management of carbon costs and continuously support the low-carbon transition of operations. |
| 8. If climate-related targets are set, describe the activities they cover, the scope of greenhouse gas |
Sunonwealth has announced that we shall achieve net zero carbon emissions by 2050. Based on the science- based targets initiative (SBTi), we have established a path for reducing carbon emissions in line with the |
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| 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). |
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 2025 amounted to 14,978 metric tons of CO2e, a decrease of 40% compared to the base year of 2022. Our renewable energy utilization rate reached 44% in 2025. |
|---|---|
| 9. Greenhouse gas inventory and assurance conditions, reduction goals, strategies, and specific action plans (separately describe in sections 1-1 and 1-2). |
Greenhouse gas inventory and assurance, reduction targets, strategies, and specific action plans are as described in the table below. |
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1-1 Greenhouse gas inventory and assurance conditions for the Company in the past two years
1-1-1 Greenhouse gas inventory information
Describe the emitted volume (metric tons CO2e), intensity (metric tons CO2e/million yuan), and data scope for greenhouse gases in the past two years.
2025 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 |
132.892 | 2,521.073 |
0.194 |
154,834.168 |
11.308 |
| Subsidiary | 578.716 | 11,745.873 |
2.472 |
10,553,582.558 | 2,116.995 |
| Total | 711.608 | 14,266.946 |
0.802 |
10,708,416.726 | 573.323 |
The organization’s boundaries in 2025 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 Cooling Technology (Huizhou) Co., Ltd., Sunon Electronics Philippines Corp., Sunon INC., Sunon SAS. and Sunon Electronics India Private Limited.
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 |
120.198 | 2,160.877 |
0.210 |
61,439.102 |
5.655 |
| Subsidiary | 2,114.199 | 11,000.155 |
3.489 |
6,717,902.434 |
1,787.422 |
| Total | 2,234.397 | 13,161.032 |
1.053 |
6,779,341.536 |
463.582 |
The organization’s boundaries in 2024 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.
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Note 3: Greenhouse gas inventory standards: Greenhouse Gas Protocol, or the ISO 14064-1 standards published by the International Organization for Standardization (ISO).
-
Note 4: The intensity of greenhouse gas emissions may be calculated based on the product/service unit, or on revenues. However, the Company must at least provide data calculated based revenues (NT$ million).
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1-1-2 Greenhouse Gas Assurance Information
Describe how assurance operations have been conducted in the past two years as of the date of publication of the Annual Report, including the assurance scope, the organization providing assurance, assurance standards, and the assurance opinions issued.
As of the publication date of this Annual Report, data for 2025 is currently being assured by the responsible assurance organization, and complete assurance information shall be disclosed in the Sustainability Report.
2024 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 forCategories 3 and4. |
The organization’s boundaries in 2024 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.
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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.
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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.
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Note 3: Please refer to the best-practice templates of the Corporate Governance Center, Taiwan Stock Exchange Corporation for the information to be disclosed.
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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: 2,932.17 tCO2e, Scope 2 emissions: 21,918.73 tCO2e and Scope 3 emissions: 5,801,510.54 tCO2e.
Following the carbon reduction pathway of the Science Based Targets initiative (SBTi), the Company has developed specific and measurable greenhouse gas management policies. With 2022 as the baseline year, we have set clear short-, medium-, and long-term carbon reduction targets and continuously promote the low-carbon transformation of our operations. For Scope 1 and Scope 2 emissions, the Company has set a target of reducing carbon emissions by 6.25% annually. For Scope 3, we set a target of reducing carbon emissions by 3.125% annually, and continue to refine management practices based on this carbon reduction trajectory to ensure that the reduction process complies with international climate science benchmarks.
In terms of phased target planning, the Company has set short-, medium- and long-term carbon reduction milestones, gradually increasing the reduction rate, with the critical goal of achieving a 50% reduction in Scope 1 and Scope 2 and a 25% reduction in Scope 3 by 2030, and ultimately attaining net zero emissions by 2050.
To achieve net zero carbon emissions by 2050, Sunonwealth has established a low-carbon transition plan, which includes:
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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 9,872 tCO2e in Scope 1 and Scope 2 emissions, a 40% 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.
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Note 1: Information should be processed in accordance with the schedule set forth in Article 10, paragraph 2 of the Standards.
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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.
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Note 3: Please refer to the best-practice templates of the Corporate Governance Center, Taiwan Stock Exchange Corporation for the information to be disclosed.
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- (VI) Implementation of ethical corporate management, deviation from "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies", and reasons for deviation
| Assessed areas | Implementation status | Implementation status | Implementation status | Deviation with the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reasons for the said deviation |
|---|---|---|---|---|
| Yes | No | Summary | ||
| I. Establishment of ethical corporate management policy and approaches (I) Has the Company established the ethical corporate management policies approved by the Board of Directors and stated its policies and practices in its Memorandum or external correspondence to maintain business integrity? Are the Board of Directors and the senior management committed to fulfilling this commitment? (II) Does the Company have mechanisms in place to assess the risk of unethical conduct and perform regular analysis and assessment of business activities with a higher risk of unethical conduct within the scope of business? Does the Company implement programs to prevent unethical conduct based on the above and ensure the programs cover at least the matters described in Article 7, Paragraph 2 of the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies? (III) Does the Company have any measures against dishonest conducts? Are these measures supported by proper procedures, behavioral guidelines, disciplinary actions and complaint systems?Does the |
✓ ✓ ✓ |
(I) The Board of Directors of the Company has established the "Ethical Corporate Management Best Practice Principles" and "Ethical Corporate Management Operating Procedures and Code of Conduct" to specify the Company's ethical management policies and measures. The Board of Directors and management are committed to the effective implementation of ethical corporate management policies and enforcement during internal management activities and business activities. (II) The applicable scope of the "Ethical Corporate Management Operating Procedures and Code of Conduct" established by the Company includes the subsidiaries of the Company. It expressly prohibits bribery, provision of illegal political donations, inappropriate charity donations or sponsorship, providing or accepting unreasonable presents, hospitality or other improper benefits. The Company also regularly analyzes and evaluates business activities with greater risks of unethical conduct for amendments of the "Ethical Corporate Management Operating Procedures and Code of Conduct" and related internal control systems. The Company strictly follows the preventive measures specified in all subparagraphs under Article 7, Paragraph 2 of the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" to prevent unethical conduct. (III) The Company has established the "Ethical Corporate Management Operating Procedures and Code of Conduct" torequireDirectors,managerialofficers, and employee |
No deviation. |
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| Assessed areas | Implementation status | Implementation status | Implementation status | Deviation with the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reasons for the said deviation |
|---|---|---|---|---|
| Yes | No | Summary | ||
| Company review the policies on a regular basis? | from engaging in unethical conduct and actively increases their awareness of such requirements. The Company and subsidiaries have established rigorous accounting systems, internal control systems, and audit systems to prevent unethical conduct. They encourage internal and external personnel to report illegal and unethical conduct. The Company also continues toreview and amend the systems. |
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| 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? |
✓ ✓ |
(I) The Company stipulates related ethical clauses in contracts signed with customers and suppliers to prevent the Company and its employees, customers, suppliers, and stakeholders from engaging in bribery, provision of illegal political donations, inappropriate charity donations or sponsorship, providing or accepting unreasonable presents, hospitality or other improper benefits. (II) The GM Office is the dedicated unit for promoting ethical corporate management and, together with the Corporate Governance Group of the Sustainable Development Committee, is responsible for assisting the Board of Directors and management in formulating and supervising the implementation of ethical corporate management policies and preventive measures. It regularly reports to the Board of Directors annually on the implementation of integrity policies. On January 28, 2026, the GM Office submitted the following key points for ethical corporate management implementation in 2025 to the Board of Directors: 1. Ethical corporate management and anti-corruption education and training: We use videos and case studies to communicate important matters for regulatory compliance in conducting business. Course contents: Business ethics, trade secrets and legal knowledge, prevention of conflicts of interest, etc. Training outcomes: A total of 15,902 people |
No material discrepancy. |
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| Assessed areas | Implementation status | Implementation status | Implementation status | Deviation with the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reasons for the said deviation |
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|---|---|---|---|---|---|---|---|
| Yes | No | Summary | |||||
| 2. 3. 4. |
participated, totaling 14,426 hours. Implementation of the whistleblowing system and channels: The Company has set up rigorous reporting mechanisms to ensure the fairness and confidentiality of the whistleblowing process. Diverse channels: Set up a complaint hotline and a dedicated email address on the website. Protection mechanisms: Maintain the confidentiality of the identity of the whistleblowers and the contents of their reports. Protect whistleblowers from inappropriate disciplinary actions due to whistleblowing. Implementation statistics: No complaints or notices were received in 2025, and there were no incidents of breach of ethical corporate management or competition laws. Supplier audits and risk management: Performance auditing: The annual supplier RBA self-assessment audit pass rate was 100%. Risk assessment: No environmental, social, ethical, or corruption risk impacts with significant negative impacts were identified. Regulations for the prevention of insider trading: The Company regularly notifies its directors and managers quarterly via email or messaging software that trading of company shares is prohibited during the blackout period prior to the release of the financial report to prevent unintentional violations of regulations. Implementation status in 2025 |
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| Financial report category |
Notification date |
Stock trading blackout period |
|||||
| 2025 Q2 | 2025/07/22 | 2025/07/23~ 2025/08/07 |
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| Assessed areas | 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 | |||||
| (III) Has the Company established policies to prevent conflicts of interests, implemented such policies, and provided adequate channels of communications? (IV) Does the Company have effective accounting and internal control systems in place to implement business integrity? Does the internal audit unit follow the results of unethical conduct risk assessments and devise audit plans to audit the systems accordingly to prevent unethical conduct, or engage CPAs to perform the audits? (V) Did the Company periodically provide internal and external training programs on integrity management? |
✓ ✓ ✓ |
2025 Q3 2025/10/21 2025/10/22~ 2025/11/06 (III) The Company's "Ethical Corporate Management Best Practice Principles" and the "Ethical Corporate Management Operating Procedures and Code of Conduct" specify regulations for avoidance of conflicts of interest including procedures to be implemented when there is a conflict of interest involving a Director, managerial officer, or other stakeholders attending a meeting of the Board of Directors on a voting or non-voting basis, or the legal entity they represent. The Company's "Code of Ethical Conduct" specifies that employees may not take advantage of their positions in the Company to obtain improper benefits for themselves, their spouses, parents, children, or any other relative within the second degree of kinship. (IV) The Company has established effective accounting and internal control systems to implement business integrity. Before formulating annual audit plans, the Company evaluates the risks of audit operations and assigns weights (risks of unethical conduct are evaluated and assigned weighted scores in accordance with the two risk indicators including the degree of internal control and the financial exposure). The Company compiles all weighted scores for risks and the Audit Office formulates the audit work items and audit frequencies based on the risks. It also submits audit plans (including risk assessments) to the Audit Committee and the Board of Directors for review in accordance with regulations. The Audit Office conducts audits after obtaining approval. (V) To guide help each location of operations and the Company's stakeholders understand and implement the Company's Ethical Corporate Management Policy, the Companyhas continuouslyimplemented a series of |
2025 Q3 | 2025/10/21 | 2025/10/22~ 2025/11/06 |
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| Assessed areas | Implementation status | Implementation status | Implementation status | Deviation with the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reasons for the said deviation |
|---|---|---|---|---|
| Yes | No | Summary | ||
| measures and management mechanisms, including the signature of relevant documents and organization of relevant training courses on a regular basis. We also conduct due diligence on suppliers to facilitate review and selection. The Company's Human Resources Department has organized education and training on ethical corporate management, including courses on business ethics, business secrets and legal knowledge, and prevention of conflicts of interest. In 2025, 15,902 total participants attended these courses, and 14,426 hours of education and training were providedintotal. |
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| 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 appropriate person to communicate with the accused? (II) Has the Company established standard operating procedures for investigating reported issues, follow-up measures to be adopted after the investigation, as well as relevant confidential mechanisms? (III) Has the Company adopted measures for protecting the whistleblower against improper treatment or retaliation? |
✓ ✓ ✓ |
(I) The Company has established a whistleblowing and rewards system in our Ethical Corporate Management Best Practice Principles in order to proactively prevent unethical behavior. Whistleblowing channels have been disclosed on the Company’s website, and we have also assigned qualified personnel dedicated to handling whistleblowing complaints. (II) The Company has established comprehensive procedures and confidentiality mechanisms for case acceptance investigation processes, investigation results, and relevan documents. (III) The Company's protection measures for whistleblowers shall include maintaining the confidentiality of the identity of the whistleblowers and the contents of their reports. The Company must also protect whistleblowers from inappropriate disciplinary actions due to their whistleblowing. |
, t No deviation. |
|
| 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 MarketObservation Post |
No material discrepancy. |
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| Assessed areas | Implementation status | Implementation status | Implementation status | Deviation with the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reasons for the said deviation |
|---|---|---|---|---|
| Yes | No | Summary | ||
| Systemand Company's website. | ||||
| V. If the Company has established Ethical Corporate Management Principles in accordance with "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies", describe difference with the principles and implementation status: No material discrepancy. |
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| 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 onthe Company's officialwebsite. |
- (VII) Critical information that can enhance the understanding of the Company's corporate governance practices shall also be disclosed: Please refer to page 25 of the Annual Report (III. Implementation of corporate governance).
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(VIII) Status of implementation of internal control system
-
Internal Control System Statement
- Please refer to the Public Information Observation Post: Single Company > Corporate Governance > Corporate Regulations / Internal Control > Internal Control System Statement.
Website: 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.
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(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 May 28, 2025 and the status of implementation
| 28, 2025 and the status of implementation | |
|---|---|
| Resolution | Implementation status |
| Passed the 2024 Business Report and Financial Statements. |
- |
| Passed the Company's 2024 earnings distribution proposal. |
The record date for distribution was set as June 22, 2025, and the distribution was fully completed on the payment date of July 11, 2025. (Cash dividend per share was NT$3.7122727) |
| Passed the proposal to amend the Company’s 'Articles of Incorporation. |
The updated version has been published on the corporate website, and the change of registration with the Ministry of Economic Affairs (MOEA) was completed on July 11, 2025. |
- Important resolutions adopted by the Board of Directors in 2025 and up to the publication of the Annual Report.
| Date of meeting | Resolution |
|---|---|
| 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 promotion of the executive. IV. Passed the compensation of the Company's managerial officers. V. Passed the Company's 2024 employee remuneration for managerial officers. |
| March 6, 2025 | I. Passed this 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 entry-level employees. V. Passed the amendment of the Company’s "Articles of Incorporation”. VI. Passed the proposal to establish the internal control system for the "Payroll and Remuneration Cycle”. VII. Passed the amendment of the Company’s "Employee Salary Determination Procedures”. VIII. Passed the independence and competency assessment of the Company’s Certified Public Accountants (CPAs). IX. Passed the proposal for the time and location of the 2025 general shareholders' meeting. X. Passed the Company’s 2024 Internal Control System Statement. XI. Passed theremunerationofthe executive. |
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| Date of meeting | Resolution |
|---|---|
| April 10, 2025 | I. Passed the repurchase of the Company’s shares and the subsequent transfer to employees. II. Passed the Board of Directors' Statement issued in accordance with the "Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies. III. Passed the establishment of the Company’s "Regulations Governing the Transfer of Repurchased Shares to Employees". |
| May 8, 2025 | I. Passed the Consolidated Financial Report of the Company for Q1 2025. II. Passed the amendment of the Company’s "Regulations Governing the Transfer of Repurchased Shares to Employees". III. Passed to provide additional loan endorsement and guarantee for the Subsidiary, Beihai Li Zhun Electronics Co., Ltd. IV. Passed to provide additional loan endorsement and guarantee for the Subsidiary, Sunon Electronics (Bei Hai) Co., Ltd. V. Passed the appointment ofthe Company’s executive officer. |
| May 28, 2025 | I. Passed the 2024 ESG report of the Company. II. Passed the promotionofthe Company’s executive officer. |
| August 7, 2025 | I. Passed the Consolidated Financial Report of the Company for Q2 2025. II. Passed the establishment of the Company’s “Operating Procedures for the Repurchase of Treasury Shares”. |
| September 26, 2025 |
I. Passed the amendment to the Company’s "Employee Salary Determination Procedures." II. Approved the appointment of the Vice President of Global Manufacturing Units. III. Approved the compensation package for the Vice President of Global Manufacturing Units. |
| October 15, 2025 | I. Passed the technical cooperation proposal with the joint venture company in the Mainland China region. |
| November 6, 2025 | I. Passed the Consolidated Financial Report of the Company for Q3 2025. II. Passed the proposal for the Company’s cash capital increase through the issuance of new shares. III. Approved the technical cooperation proposal. IV. Passed the amendment to the Company’s “Sustainable Development Best Practice Principles”. V. Passed the Company's 2026 Audit Plan. VI. Passed the Company’s“Corporate Value Enhancement Plan”. |
| December 17, 2025 | I. Approved the addendum to the Patent Technology Licensing Agreement' with the joint venture company in the Mainland China region. |
| January 28, 2026 | I. Passed the Company's 2026 Business Plan. II. Passed the establishment of the Company's “Regulations Governing Employee Subscription for Cash Capital Increase.” III. Passed the proposal for the 2025 Cash Capital Increase employee stock subscription for executive officers and directors with employee status. IV. Passed the amendment to the Company’s “Employee Remuneration and Incentive Regulations.” V. Passed the definition of the Company’s entry-level employees. VI. Passed the appointment of the Company’s executive officer. VII. Passed the promotion of the Company’s executive officer. VIII. Passed the Company's2025 year-end bonusfor managerialofficers. |
| March 5, 2026 | I. Passed the Company's 2025 Business Report, financial statements, and consolidated financial statements. II. Passed the Company’s 2025 remuneration distribution proposal for board members and employees. III. Passed the 2025 salary adjustment for the Company’s entry-level employees. |
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| Date of meeting | Resolution |
|---|---|
| IV. Passed the Company's 2025 earnings distribution proposal. V. Passed the amendment to the Company’s “Procedures for Lending Funds to Other Parties.” VI. Passed the establishment of the Company’s “Internal Material Information and Insider Trading Prevention Management Procedures.” VII. Passed the evaluation on the Independence and Competence of the Company's Certifying Accountants. VIII. Passed the convening of the 2026 Annual General Shareholders' Meeting. IX. Passed the Company’s 2025 Internal Control System Statement. X. Passed the salary determination for the Company’s newly appointed executive officers. XI. Passed the 2025 employee remuneration for the Company’s executive officers. |
(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.
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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$
==> picture [483 x 217] intentionally omitted <==
----- Start of picture text -----
Name of the Duration of Non-audit
Name of CPAs Audit fees Total Remarks
CPA Firm audit fees
Non-audit fees
include expenses
for financial report
typesetting,
assurance services
for the
Sustainability
Crowe
Kuo-Ming Li 2025.01.01- Report, fairness
Horwath 3,470 352 3,822
Lin-Wen Huang 2025.12.31 opinions on stock
(TW) price for treasury
share repurchases,
and consulting
services related to
the amendment of
the Articles of
Incorporation.
----- End of picture text -----
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: None.
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.
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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 | 2025 | 2025 | 2026 up to March 27 | 2026 up to March 27 |
|---|---|---|---|---|---|
| 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 |
270,000 | 2,000,000 |
567,288 |
- |
| Director | Nice Enterprise Co., Ltd. Institutional shareholder representative: Ching-Liang Chen |
- |
- | 148,855 | - |
| 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 | - | - | 183,452 | - |
| Executive Vice President |
Chin-Tzu Wu | - | - | 21,245 | - |
| Vice President and Director of the FinanceDivision |
William Li | - | - | 11,043 | - |
| President of the Business Unit |
Chen-Hsueh Li | - | - | 10,734 | - |
| Vice President of Production Unit |
Chao-Wang Chiu | - | - | - | - |
| Vice President of Business Unit |
Ranol Lin | - | - | - | - |
| Vice President of Business Unit |
Jack Liu | - | - | - | - |
| Plant Director | Chieh-Hung Lin | - | - | 57 | - |
| Acting Vice President of Business Unit |
Ru Chen Lin(Note) | - | - | - | - |
| Vice Plant Director | Irenne Ng | - | - | 6,302 | - |
Note: Dismissed on October 1, 2025.
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-
(II) Share transfer information: None.
-
(III) Share pledge information: Market Observation Post System (MOPS) > Single Company > Equity Changes / Securities Issuance > Pledge or Release of Pledge of Securities by Insiders > Announcement of Pledge or Release of Pledge of Securities by Insiders (https://mopsov.twse.com.tw/mops/web/STAMAK03_1).
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VIII.Information on the relationship between any of the top ten shareholders
Date: March 27, 2026
| Name | Shares held by the person |
Shares held by the person |
Shares held by spouse and underage children |
Shares held by spouse and underage children |
Total shareholding by nominee arrangement |
Total shareholding by nominee arrangement |
Titles, names and relationships between top 10 shareholders (related party, spouse, or kinship within the second degree). |
Titles, names and relationships between top 10 shareholders (related party, spouse, or kinship within the second degree). |
Remarks |
|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Shareholding ratio | Number of shares |
Shareholding ratio | Number of shares | Shareholding ratio | Title (or name) |
Relationship | ||
| Yo Yuan Investment Corporation Representative: Ching-Shen Hong |
15,837,288 | 5.52% | - | - | - | - | 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 | 5.13% | - | - | - | - | 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 |
- | |||||||
| Yi Peng Co., Ltd. Representative: Chin-Hua Wang |
11,849,735 | 4.13% | - | - | - | - | - | - | - |
| Guang Sheng Investment Corporation Representative: Fu-Ing Hong Chen |
10,137,000 | 3.53% | - | - | - | - | Representative of Yo Yuan Investment Corporation |
Mother-son | - |
| Ching-Shen Hong |
Mother-son | - | |||||||
| Representative of Guang Xing Investment Co.,Ltd. |
Daughter-in- law |
- | |||||||
| Guang Xing Investment Co., Ltd. Representative: Li-Ju Chen |
6,520,939 | 2.27% | - | - | - | - | Ching-Shen Hong |
Spouse | - |
| Fu-Ing Hong Chen |
Mother-in- law |
- | |||||||
| Representative of Yo Yuan |
Spouse | - |
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| Investment Corporation |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Representative of Guang Sheng Investment Corporation |
Mother-in- law |
- | |||||||
| Sunonwealth Charity Foundation |
5,970,000 | 2.08% | - | - | - | - | - | - | - |
| Ching-Shen Hong | 5,053,452 | 1.76% | 277,924 | 0.10 | - | - | Representative of Guang Sheng Investment Corporation |
Mother-son | - |
| Representative of Yo Yuan Investment Corporation |
Oneself | - | |||||||
| Fu-Ing Hong Chen |
Mother-son | - | |||||||
| Representative of Guang Xing Investment Co.,Ltd. |
Spouse | - | |||||||
| Standard Chartered Bank in Custody for Gullen Emerging Markets High Dividend Fund |
4,217,395 | 1.47% | - | - | - | - | - | - | - |
| Nice Enterprise Co., Ltd. |
4,155,668 | 1.45% | - | - | - | - | - | - | - |
| Standard Chartered Bank (Taiwan) Limited, Brokerage Department in Custody for Robeco Capital Growth Funds |
3,340,726 | 1.16% | - | - | - | - | - | - | - |
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- 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
| December 31,2025;Unit: share;% | December 31,2025;Unit: share;% | December 31,2025;Unit: share;% | December 31,2025;Unit: share;% | December 31,2025;Unit: share;% | December 31,2025;Unit: share;% | |
|---|---|---|---|---|---|---|
| Investee (Note 1) | Investment by the Company |
Investments by Directors, Supervisors, managerial officers and directly or indirectly controlled enterprises |
Comprehensive investment |
|||
| Number of shares |
Shareholding ratio |
Number of shares |
Shareholding ratio |
Number of shares |
Shareholding ratio |
|
| Sunon INC. | 150,000 | 100.00 | - | - | 150,000 | 100.00 |
| Sunon SAS. | 50,000 | 100.00 | - | - | 50,000 | 100.00 |
| Sunon Deutschland GmbH | - | - | - | 100.00 | - | 100.00 |
| Sunon Corporation | 4,400 | 100.00 | - | - | 4,400 | 100.00 |
| Sunonwealth Electric MachineInd. (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. |
25,169,376 | 99.99 | 3 | 0.01 | 25,169,379 | 100.00 |
| Sunon Electronics Philippines Corp. |
10,378,217 | 99.99 | 3 | 0.01 | 10,378,220 | 100.00 |
| Suzhou Shengyixing Heat Transfer Technology Co., Ltd. |
- | - | - | 49.00 | - | 49.00 |
| Kunshan Feng Xin Rui Electronics Technology Co., Ltd.(Note 2) |
- | - | - | - | - | - |
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| Sunon Cooling Technology (Huizhou) Co.,Ltd. |
- | - | - | 100.00 | - | 100.00 |
|---|---|---|---|---|---|---|
| Sunon Cooling Technology (Thailand) Corp. |
200,000 | 100.00 | - | - | 200,000 | 100.00 |
| Tianmai Sunon Thermal Technology (Suzhou) Co., Ltd. |
- | 35.00 | - | - | - | 35.00 |
Note 1: Long-term investment calculated by equity method.
Note 2: As of December 31, 2025, the remaining funds have been returned and the liquidation has been completed.
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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 thancash |
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 |
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| 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.
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-
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 31, 2026 | March 31, 2026 | |||
|---|---|---|---|---|
| Category of shares | Authorized capital | Remarks | ||
| Outstanding shares (listed) | Unissued shares | Total | ||
| Registered common shares |
286,943,669 (Note) | 213,056,331 | 500,000,000 | - |
Note: Include Treasury Stock 904,000 shares.
(III) Information on shelf registration: Not applicable.
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II. List of major shareholders
| List of major shareholders | ||
|---|---|---|
| March 27,2026 | ||
| Shares Name of major shareholder |
Shares held (shares) |
Shareholding ratio |
| Yo Yuan Investment Corporation | 15,837,288 | 5.52% |
| Chen Fu-IngHong | 14,707,000 | 5.13% |
| Yi PengCo.,Ltd. | 11,849,735 | 4.13% |
| KuangShengInvestment Development Co.,Ltd. | 10,137,000 | 3.53% |
| GuangXingInvestment Co.,Ltd. | 6,520,939 | 2.27% |
| Sunonwealth CharityFoundation | 5,970,000 | 2.08% |
| Ching-Shen Hong | 5,053,452 | 1.76% |
| Standard Chartered Bank in Custody for Gullen EmergingMarketsHigh DividendFund |
4,217,395 | 1.47% |
| Nice Enterprise Co.,Ltd. | 4,155,668 | 1.45% |
| Standard Chartered Bank (Taiwan) Limited, Brokerage Department in Custody for Robeco CapitalGrowth Funds |
3,340,726 | 1.16% |
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 2025 earnings distribution proposal was approved by the Board of Directors on March 5, 2026. The Company shall issue cash dividends of NT$5.5 per share, subject to approval at the shareholders' meeting and the Chairman 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 2026. 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.
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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 aforementioned distribution of employee 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 5, 2026 is as follows: (no discrepancy with the estimated amount)
| amount) | |
|---|---|
| Remuneration for employees - Cash | NT$64,000,000 |
| Remuneration for employees - Stocks | NT$0 |
| Remuneration for entry-level employees – Salary Adjustment |
NT$14,000,000 |
| Remuneration for entry-level employees - stocks | NT$0 |
| Director's remuneration | NT$16,000,000 |
-
The proposed employee stock remuneration allocation as a ratio of the net income for the period and the total employee remuneration: 0.
-
(IV) Actual appropriation of remuneration for employees, Directors and Supervisors in the previous year
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The actual remuneration for employees - cash of NT$44,000,000 distributed in the previous year was the same as the estimated amount in the proposal passed by the Board of Directors. The actual remuneration for Directors in cash of NT$11,000,000 distributed 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 :
(I) Execution completed
March 31, 2026
| (I) Execution completed |
March 31, 2026 |
|---|---|
| Item | Explanation |
| Board Resolution Date | April 10,2025 |
| Repurchase Tranche | 8th Tranche |
| Repurchase Purpose | Transfer shares to employees |
| Repurchase Method | Repurchase from centralized tradingmarket |
| Scheduled Repurchase Period | April 11,2025 to June 10,2025 |
| Scheduled Repurchase ShareQuantity | 6,000,000 shares |
| Scheduled Repurchase Price Rang | NT$46.55 ~ NT$145.50 |
| Actual Repurchase Period | April 11,2025 to May8,2025 |
| Actual Repurchase ShareQuantity | 904,000 shares |
| Cumulative Held Shares as % of Total Issued Shares | 0.32%(Note) |
| Actual Total Repurchase Amount | NT$77,942,956 |
| Average Repurchase Priceper Share | NT$86.22 |
| Actual RepurchasedQuantityas % of Scheduled | 15.07% |
| Shares Canceled or Transferred | 0 share |
| Reasons for Incomplete Execution | To protect shareholder interests and accommodate market trading mechanisms, the Company repurchased shares in batches based on price fluctuations, resultingin incomplete execution. |
Note: The total issued shares increased to 286,943,669 upon the completion of the capital increase on March 17, 2026.
(II) In progress: 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
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other companies : None.
XIII.Implementation of capital allocation plan : None.
-
(I) Plan content:
-
Disclosed on the Market Observation Post System (MOPS) > Single Company > Equity Changes / Securities Issuance > Fundraising > Status of Fundraising Project Implementation
Website: https://mopsov.twse.com.tw/mops/web/bfhtm_q2
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(II) Implementation status:
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Disclosed on the Market Observation Post System (MOPS) > Single Company > Equity Changes / Securities Issuance > Fundraising > Status of Fundraising Project Implementation
Website: https://mopsov.twse.com.tw/mops/web/bfhtm_q2
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D. Business Overview
I. Business activities
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(I) Business scope
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Main businesses
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(1) Cooling fans, cooling modules, and drum fans
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(2) Related components for fans
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(3) Materials and components
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Proportion of major business activities
| Main businesses (1) Cooling fans, cooling modules, and drum fans (2) Related components for fans (3) Materials and components Proportion of major business activities |
|
|---|---|
| Business category | Proportion of 2025 revenue |
| DC cooling fans, cooling modules, and drum fans | 77.22% |
| AC cooling fans | 2.36% |
| Materials and components | 20.42% |
| Total | 100.0% |
3. The Company's current products
- (1) Fans
DC cooling fans, drum fans
AC cooling fans, drum fans
EC fans, centrifugal fan Mighty Mini Fan
High-grade IP protection fan
Explosion prevention fans
- (2) Motors
DC automotive brushless motor
EC high-efficiency motor
- (3) Fan Tray products
(4) Cooling module
Heat pipe
Vapor chamber
(5) Liquid cooling module
Water-cooled heat dissipation panel/water-cooling radiator
Water pump/water-cooling distributor/water pipe quick connectors Integrated water-cooled heat exchangers
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(6) Green building ventilation fan/Flow2 One-AHR ventilation fan
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(7) High-volume low-speed (HVLS) large industrial ceiling fans, standing fans, wall fans
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New products under development
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(1) Development of fan products with higher energy efficiency and longer life
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(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
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(II) Industry Overview
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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. In addition, the rise of chatbots such as ChatGPT has increased market attention to cloud-based generative AI, and the subsequent OpenClaw has sparked a revolution in on-premises AI agent hardware. Research agency TrendForce estimates that demand for high-end AI servers from the eight major global cloud service providers (CSPs) will reach 60% in 2026, 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. The computing power of the latest AI superchip Vera Rubin unveiled by NVIDIA is a 7.5x increase from the previous generation GB300, and the TDP is 2,300W. In the future, cooling technologies shall become key, which would also drive demand for liquid cooling technologies. At the same time, rising ESG awareness also means that the importance of energy-conserving cooling technologies is increasing by the day. In addition to the inherent heat dissipation requirements of servers, we also continue to focus on the critical bottleneck issues of data center energy infrastructure, such as server standby backup battery units (BBUs), high voltage direct current (HVDC) power supply technology, and solid-state transformers (SSTs) that may generate heat and require heat dissipation. For all such power equipment, the heat dissipation industry must continuously invest in new technologies and products to meet the future needs of customers.
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
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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 high-level heat dissipation products to satisfy functional demands of new applications and products. They also work hard to develop niche products and increase profitability.
2. Relationships with suppliers in the industry's supply chain
Currently, the Company's main products include cooling fans and cooling modules. The upstream industries for the Company’s cooling fans are mainly composed of manufacturers of bearings, IC, copper materials, plastic molds, and PCB boards, while the upstream industries for the Company’s coolers are manufacturers of heat pipes, copper (aluminum) heat sinks, and heat conducting films, and the upstream industries for the Company’s cooling modules include the upstream manufacturers for both cooling fans and coolers. The Company also has many downstream industries, including the information industry, high-performance computing products, cloud data centers, network communications equipment, 5G base stations, new energy cars, automotive electronics, EV charging points, energy storage systems, industrial and commercial equipment, and the home electronics, video, and audio industries The relationship between these upstream, midstream, and downstream industries are as described in the figure below:
==> picture [417 x 173] intentionally omitted <==
----- Start of picture text -----
Plastic Metal Heat
Bearings molds stamping Heat pipe Heat sink conducting film
Upstream
Cooling fan Cooler
Midstream Cooling module Liquid cooling
system
Downstream PC, laptop 5G base station Energy storage
applications) (Product electronics Consumer Data centerServers AI products communications equipmentNetwork New energy vehicles Automotive 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,
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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 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 Gartner's projections, the global generative AI market is expected to grow rapidly, reaching $2.5 trillion in 2026, a significant increase of approximately 44% compared to 2025.
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 miniature cooling fans used in mobile phones has evolved from being part of external protective cases to being directly integrated into the devices themselves, with demands for exceptionally high performance and ultra-low noise levels. Furthermore, the burgeoning market for wearable devices, such as smart glasses, continues to drive the requirement for increasingly thin and lightweight cooling components.
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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 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 has mastered the core technologies and components for liquid cooling solutions, including various Direct Liquid Cooling (DLC) solutions, In-Rack Cooling Distribution Units (CDUs), and In-
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Row CDUs. 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, communications base stations and cryptocurrency mining rig.
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.
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.
(III) Overview of technology and R&D
| Year Item |
2025 | January 1 to March 31, 2026 (self- closing number) |
|---|---|---|
| Research spending (thousand NT$) |
1,082,326 | 311,077 |
| Proportion of R&D expenses in business revenue (%) |
5.8% | 6.2% |
| Successfully developed technologies and products |
1. High-performance counter-rotating fans (For mainstream 1RU, 2RU, and 4RU servers). 2. Large-scale EC fans and blowers. 3.High-power In-Row cooling distribution units (CDUs). 4. High-performance air-cooling modules and liquid cold plates (For mainstream chipsets). 5. Low-noise, high-airflow miniature blowers. |
1. Low-noise, high-airflow 120mm axial fans. 2. High-voltage direct current (HVDC) driven large-scale fans and blowers. 3. Development and validation of bearing systems for ultra-high- speed fans. 4. Development and validation of specialized engineering plastics for ultra-high-speed fans. 5. Development and validation of novel winding methods and manufacturing processes for miniature motors. |
(IV) Long- and short-term business plans
1. Short-term business plan
With the advancement of AI technology and 5G high-speed networks, the potential for intelligent connectivity across all things has been realized. Various devices are rapidly
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evolving into smart, connected electronic products, becoming deeply integrated into industries and daily life, which in turn drives significant demand for thermal solutions. Leveraging Sunon’s technical advantages and global market share in this field, the Company in addition to its long-standing presence in the laptop and server markets is actively expanding its R&D and manufacturing capabilities for new products such as 5G/6G communication equipment, outdoor base stations, ——WiFi 7/8 routers, Fixed Wireless Access (FWA), and Direct-to-Device low-earth orbit (LEO) satellite connectivity.
In terms of market share within electric vehicles, industrial energy storage, and emerging industries, the Company has successfully penetrated the supply chains of major global brands, demonstrating significant results. Furthermore, driven by the trend of energy conservation and carbon reduction, Sunon’s product lines for large-scale EC fans and industrial ceiling fans in building ventilation and HVAC applications have become increasingly comprehensive; consequently, the Company is more proactively positioning itself in the integrated ventilation services market. Regarding regional market operations, the Company will further deepen the establishment of sales channels in India and emerging Asia-Pacific markets in the short term to ensure continuous growth in sales performance.
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Long-term business development plans
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(1) The Company shall replenish human resources for sales in all channels and end customers and intensify the development of global channels and target customers. We shall also implement KPI and project management for sales personnel and markets to improve project success rates and sales performance.
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(2) We shall enhance the development of cooling modules and water-cooled products, and integrate air-cooled and water-cooled technologies. The corresponding heat dissipation solutions must include more diverse applications of active and passive heat dissipation components. We have also developed liquid-cooled heat dissipation solutions. We shall expand products on a greater level to improve overall competitiveness.
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(3) The rapid growth in 5G communications equipment, high-performance AI cloud computing, and industrial energy storage has created development opportunities in different sectors for new products and new applications. The Company shall expand investment in R&D in these sectors and enhance plans for energy storage products to maintain lead in technologies and products and consolidate our leading position in the market.
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(4) In response to global energy conservation and carbon reduction trends, the Company shall support the plans of major international customers for attaining net zero emissions, and ESG sustainable development goals. We shall help customers improve ventilation and heat dissipation and recommend solutions. We shall also pursue market opportunities in green buildings and air cleaning and expand the
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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
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(I) Market analysis
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Sales regions of main products
| Year Region |
2025 | 2024 |
|---|---|---|
| Asia | 75.3% | 77.3% |
| Europe | 18.7% | 16.8% |
| America | 5.7% | 5.7% |
| Others | 0.3% | 0.2% |
| Total | 100.0% | 100.0% |
- 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.
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-8 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
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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 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
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high-end, ultra-thin, business-use, and AI PC products. Sunonwealth shall in the future continue to provide the most advanced cooling solutions for new technologies and accelerate the penetration rate of new technologies into the market to maintain optimal performance for long-term operations.
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Competitive niches
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(1) Our own brand "SUNON" retains leading market positions and an excellent brand image.
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(2) The Company retains the most patents and intellectual properties in the industry which increases the entry barriers of the industry.
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(3) We have strong capacity for coordinated design with system manufacturers, rapid response speed, and strong customized manufacturing capabilities.
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(4) Product diversification, and the maturing of liquid-cooling technology applications, allows the Company to meet the different needs of different customers.
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(5) Products have simple structures and are easy to assemble. We have large production scale with high production efficiency and low production costs.
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(6) Highest level of vertical integration and comprehensive key components and technologies.
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(7) Dense network of distribution channels to provide the broadest and fastest response to customer demands.
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4. Favorable and unfavorable factors to long-term development and response measures
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Favorable factors
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- Adoption of AI technology and continued improvements to CPU computing performance has led to increases in operating temperatures, driving demand for more high-density and high-end cooling products.
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- Demand for computing and cooling continues to increase and market demand remains stable and strong.
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- Customers begin to demand slimmer and high-performance cooling products and the development favors those with leading technologies.
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- More rigorous environmental protection and energy conservation laws encourage customers to switch to more energy-efficient high-performance motors and fans.
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- Development in IoT, AI, 5G communication equipment, and high-performance computing generate more demand.
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- New processors continue to be launched for server platforms. These performance upgrades lead to trends for machines to be continuously replaced.
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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.
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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 company flexibly 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 |
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| 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. |
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(II) Application and production of main products 1. Important applications of main products
| Applications | Applicationproducts |
|---|---|
| Computer and office equipment industry |
Mining machines, gaming CPU coolers, DT/AIO CPU coolers, graphics card/IC coolers, notebook computer coolers, hard disk boxes, uninterruptible power supply systems, (micro) projectors, workstations, photocopiers,mini computers |
| Server and communication industry |
Server system/power supply, workstation system/power supply, telecommunication equipment, network communication equipment,switches,routers,storage disc arrays |
| Industrial and medical equipment industry |
Industrial equipment, freezing equipment, measurement equipment, vending machines, ATMs, public information stations, cash registers, security surveillance equipment, drones, industrial automation equipment, industrial computers, solar power generation equipment, wind 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 |
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2. Production process of main products
Production process chart of cooling fans and cooling modules
==> picture [512 x 536] intentionally omitted <==
----- Start of picture text -----
Frame and cable- Assembly of frame and coils
winding sleeve
Rivet and cabling
Fan blade forming
Metal tube drilling
SMT and PCB
combination
Installation of the positioning ring Magnetization of fan blades
Electrical conductor
Assembly of fan blades and frame Fan blade balancing
Assembly of fan blade
finished products Installation of the bearing, clamping
ring, and centering lid
Cooling fan
finished
products
Heat pipes
Cooling fins
Thermal pads
Cooling module
finished
products
----- End of picture text -----
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(III) Supply status of primary raw materials
| Supplystatus ofprimary | raw materials |
|---|---|
| Main materials | Supplystatus |
| Plastic materials | Stable source with supply price fluctuations tied to crude oil prices |
| IC | The Company must increase inventory in response to the shortages or increased supply lead time of certain types of IC. |
| Passive components | Prices have stabilized and the supplyis stable. |
| Bearings | Stable source with supply price fluctuations tied to steel prices |
| Enameled wire | Stable source with supply price fluctuations tied to copper prices |
| Stamping parts | Stable source with supply price fluctuations tied to steel prices |
| Machining equipment parts |
Stable source with supply price fluctuations tied to steel prices |
| Heat pipes | Stable source with supply price fluctuations tied to copper prices |
| Aluminum casting boards | Stable source with supply price fluctuations tied to aluminumprices |
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(IV) Customers who accounted for more than 10% of the purchase (sales) in any of the last two year
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Suppliers who accounted for more than 10% of the total purchases in any of the last two years: None
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Customers who accounted for more than 10% of the total sales in any of the last two years: None
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III. Employee information
Employee information for the last two years till the publication date of the Annual Report
| Report | ||||
|---|---|---|---|---|
| Year | 2024 | 2025 | As of March 31, 2026 of the current fiscal year (Note) |
|
| Number of employees |
Direct employees | 5,094 | 5,728 | 5,729 |
| Indirect employees | 2,395 | 2,359 | 2,358 | |
| Total | 7,489 | 8,087 | 8,087 | |
| Average age (year) | 32 | 35 | 35 | |
| Average | years of service | 3.08 | 3.13 | 3.19 |
| Academic qualifications |
PhD | 0.04% | 0.05% | 0.04% |
| MA | 2.5% | 2.5% | 2.4% | |
| University/College | 18.0% | 20.8% | 19.5% | |
| Senior high school | 24.8% | 13.6% | 13.6% | |
| Below high school | 54.7% | 63.2% | 64.5% |
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
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(I) Total losses and penalties incurred due to environmental pollution in the most recent year as of the publication date of this Annual Report
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The Company has not suffered any losses due to environmental pollution incidents, nor have we been penalized after an inspection from an environmental protection agency.
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(II) The Company has not incurred losses, compensation, or penalties as a result of environmental pollution. The Company places great emphasis on environmental protection and energy conservation in product design and R&D and we adopt green designs that reduce consumption of components and save energy and electricity. The production process requires complete compliance of suppliers with the related substance control declaration standard for the environment in RoHS directive in terms of the production process and raw materials. We expressly specify regulations on prohibited substances and we the product R&D process must also meet environmental protection requirements.
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The Company received ISO 14001, ISO 9001, 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.
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V. Employees-employer relations
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(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
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Employee benefits
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A. Employee bonuses: Year-end bonus, performance bonus, business bonus, R&D bonus, patent and creation bonus, and referral bonus, etc.
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B. Employee health examinations, health seminars, physician consultations, sports clubs, and family day activities, etc.
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C. The Company provides employees with labor insurance and health insurance in accordance with related regulations and we also have group insurance and travel insurance for employees on business trips.
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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.
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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.
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Employee continuing education and training The Company provides comprehensive training for new recruits to enhance their understanding of company products and related regulations and increase their understanding of the corporate culture. We also organize professional training courses and management training in accordance with the Company's annual plans to encourage employees and increase their sense of solidarity so that they can grow with the Company and achieve goals together.
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Retirement system The Company manages its retirement system in accordance with the Labor Standards Act and the Labor Pension Act, having established the "Employee Retirement Regulations." For employees choosing the defined benefit (old) pension system, the Company contributes 2% of their actual salaries to a labor pension reserve fund, which is deposited in a dedicated account at the Bank of Taiwan. Pension payments are disbursed from this account, with the Company covering any shortfalls. For employees choosing the defined contribution (new) pension system, the Company contributes 6% of their monthly salaries to the "Individual Labor Pension Accounts" at the Bureau of Labor Insurance. Employee voluntary contributions are also processed within the legal scope based on individual preference.
- In the China region, the Company provides endowment insurance and makes full contributions for employees in accordance with local laws and regulations. In the Philippines, the Company contributes to employee retirement funds in compliance with local statutory requirements.
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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
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a harmonious relationship between employees and the employer.
- (II) Losses arising as a result of labor disputes in the recent year up until the publication date of this annual report: None.
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VI. Information Security Management
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(1) Information Security Policy
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Enhance staff knowledge and skills.
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Prevent data leakage.
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Implement daily maintenance and operations.
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Ensure service availability.
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(2) Information security risk management framework
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Sunonwealth established the "Information Security Management Committee" and the Company's Chairman 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.
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The Committee convenes regular (quarterly) meetings to review the implementation status and report to the Board of Directors.
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The Company’s information security framework is as follows.
==> picture [430 x 332] intentionally omitted <==
----- Start of picture text -----
Board of Directors
Information Security
Management Committee
Convener: Chairman
Administrative Unit IT Unit Business Unit
Managers
Audit Team Technical Team Setup Team
Internal information Network Information security
security audit administrator management
External information System personnel Data center
security audit management
----- End of picture text -----
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(3) Specific management measures:
-
Information Security Management:
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(1) The Company introduced and established the ISO 27001:2022 Information Security Management System (ISMS) policy in 2023. It continued to pass thirdparty audits in 2025, maintaining the validity of the ISO 27001 certification.
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(2) The Company implements risk control measures such as information asset inventory, information security risk assessment, system security monitoring, and configuration management, while allocating sufficient resources to maintain the effectiveness of the management system.
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(3) Establish an integrated cybersecurity defense mechanism, enhance cybersecurity protection, cultivate cybersecurity talent, and strengthen employee awareness to ensure the Company’s business continuity.
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(4) Regularly review and maintain cybersecurity protection measures and policies, monitor cybersecurity issues and technological trends, and formulate response plans to ensure the adequacy and effectiveness of information security.
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(5) Fully leverage Artificial Intelligence (AI) technology in cybersecurity operations—including system access monitoring, network traffic surveillance, real-time log analysis, threat intelligence collection, and education and training— to demonstrate the benefits of emerging technologies and mitigate potential omissions caused by manual operations.
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Training:
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(1) Both new hires and all existing employees are required to undergo information security education and training.
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(2) The Company regularly organizes information security awareness programs to strengthen employees' awareness of information security risks.
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(3) Strengthen ISMS management capabilities, the Company organizes ISO 27001:2022 related courses to build up organizational capacity for information security management.
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(4) Conduct social engineering drills and enhanced training to continuously increase employee alertness to phishing emails; specialized training is provided to personnel with insufficient security awareness.
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Cybersecurity Defenses:
-
(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.
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(2) Employee level: Multi-Factor Authentication (MFA) has been deployed and implemented for system logins and critical servers. Access control is strictly enforced for both internal employees and outsourced personnel. All personnel are required to sign relevant information security agreements and non-disclosure agreements (NDAs), ensuring they are fully informed of information security requirements and that both internal and external staff prioritize information security management.
-
(3) Network level: Build an external IDS/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.
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(4) Endpoint system level: Endpoint Detection and Response (EDR) and anti-virus software are required for all critical internal systems. The Company regularly performs technical testing, such as vulnerability scanning, and analyzes threat intelligence to implement necessary security patches. Automated scripts are
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utilized to detect and analyze abnormal log patterns for appropriate response and processing.
-
(5) Application software level: Unauthorized software is controlled through a software whitelist; all applications must be authorized before use. Regular vulnerability scanning and patching are conducted to mitigate the impact of software vulnerabilities.
-
(6) Personal device level: The connection of personal laptops to the Company’s internal network and systems is strictly prohibited. Information processing facilities provided by the Company must have anti-virus and monitoring software installed to prevent malware infections and ensure device security.
-
(7) Data protection level: Data Loss Prevention (DLP) policies are implemented, and employees must adhere to regulations regarding data access and printing to control data transmission channels.
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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.
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(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.
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(3) Create data backups following hard drive data protection strategies, and conduct drills to verify the availability of backup data.
-
(4) Resources Allocated to Cybersecurity Management:
-
Cybersecurity Governance:
-
(1) The Company successfully passed the ISO 27001:2022 Information Security Management System (ISMS) recertification in October 2025, maintaining the validity of the certificate (Valid from: 2023/11/06 – 2026/11/05). Furthermore, the Company is planning to expand the scope of this certification.
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(2) The Information Security Management Committee holds quarterly meetings and they proposed management items such as "Information Security Governance Actions", "Information Security Monitoring Actions", "Information Security Detection Actions", "Information Security Education and Training Actions", and the "Information Security Solution Implementation and Threat Defense Strategy Plan". The committee reviews the current information security strategy and the actual implementation of information security protection, monitors the changes in information security threats, and adjusts cybersecurity defense strategies as appropriate.
-
(3) Monthly departmental cybersecurity meetings are held to discuss the latest cybersecurity threats and technological development trends, and to propose cybersecurity solutions and report current progress, assisting the company in continuously building robust cybersecurity defenses.
-
(4) Subscribe to TWCERT/CC intelligence for weekly analysis and intelligence sharing with team members. Stay informed about system incidents and major corporate announcements to enhance incident management, vulnerability patching,
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and awareness of evolving threats.
-
(5) Daily monitoring and review of important system alert logs and change management activities helps employees understand information security risk management activities, build consensus among cybersecurity personnel, and enhance their ability to detect anomalies.
-
Training:
-
(1) All new Company employees have participated in and fully passed information security training.
-
(2) The Company conducts monthly email security awareness campaigns and provides internal training materials to enhance employees' awareness of information security, social engineering, phishing emails, and targeted AI scams, thereby raising their awareness of cybersecurity threats.
-
(3) This year, we conducted one social engineering exercise via email, with 1,000 participants, to enhance employees' ability to respond to and be vigilant against spoofed emails. After the exercise, we provided social engineering communication and training videos on the internal training platform, and required those who failed the exercise to attend intensive training.
-
Cybersecurity Defenses:
-
(1) Implement physical safety management policies and strengthen environmental safety control and personnel access control in important locations.
-
(2) Implement multi-factor authentication for important systems to enhance the management of access permissions.
-
(3) Strengthen the analysis of network and system attack trends and reduce interfaces with external exposure.
-
(4) Strictly manage the installation and safe usage of application software to prevent malware and ransomware.
-
(5) Strictly manage the transmission of data and implement measures for preventing data leaks.
-
(6) Ensure the integrity and availability of data backups and ensure compliance with the 32110 Backup Rule.
-
(7) Use artificial intelligence technology to proactively monitor and analyze attack patterns, provide early warnings, and implement defensive measures.
-
(8) Enhance information security awareness among IT personnel, implement departmental cybersecurity meetings and communication management activities, and ensure that personnel continuously monitor relevant platforms and respond appropriately.
-
Security Incident Management:
- In 2025, the Company received no complaints regarding information security incidents from regulatory authorities or third parties, and no major cybersecurity breaches occurred internally. Nevertheless, the Company continues to implement daily cybersecurity operations and regularly conducts drills for abnormal events.
-
Business Continuity Management: Business continuity drills are conducted quarterly to implement system recovery and data backup restoration testing, effectively mitigating the operational impact and risks associated with potential security incidents.
-
(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.
-
Sunonwealth takes the following risk management measures to avoid potential crises and possible losses.
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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.
2. Network and information security management mechanisms during the pandemic
| Importance to Operations | Control and Management Mechanisms |
|---|---|
| I. In an environment with constantly evolving external AI information security threats, Sunonwealth uses information security governance and high-tech protection to protect the data and interests of all stakeholders. II. In response to the rising information security threats in the wake of the pandemic, Sunonwealth seeks to protect the corporate website and operations by adopting a defense- in-depth approach, strengthening information security, and expanding the scope of international certification for information security and personal data protection. We aim |
1. Readiness level assessment: We adopted the cybersecurity readiness indicators used by the industry to set targets and assess the progress. 2. Long-term investment plans: We formulate five-year (2024-2029) long-term plans for information security with gradual implementation and optimization. 3. Focus on key risks: Identify threat trend and establish key indicators and focus on protection against key risks. 4. 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. |
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-
to increase overall (7) Use the detection network alarm mechanism to operation security immediately forward notifications regarding and personal data anomalies to the mobile device of the person in protection to avoid charge. major contingencies 5. Internal enhancement (zero contact/zero loss): and penalties and do (1) Use information security awareness campaigns, our best to protect social engineering exercises, and information the information security equipment to reduce the risks of attacks security reputation on internal computers. and image of the (2) Use an integrated virtual and real terminal Company. environment to achieve physical isolation and data security protection.
-
(3) Take snapshots and create backup copies in accordance with the hard drive data protection regulations to ensure the integrity of the data and system.
-
(4) Establish dual-layer insurance mechanisms for remote servers to ensure the security of the data and system.
-
- Compliance management: To comply with domestic and international laws and regulations and ensure the security of internal and external data, the Company has obtained the ISO/IEC 27001:2022 Information Security Management System (ISMS) certification. By expanding the scope of implementation annually, we aim to enhance overall cybersecurity and customer confidence, further maintaining the Company's market competitiveness and safeguarding the interests of our customers and partners.
-
(6) Significant information security incidents:
The Company received no complaints regarding information security incidents from regulatory authorities or third parties, and no major cybersecurity breaches occurred internally.
- (7) Reported the specific information security operations for 2025 and 2026 Q1 to the Board of Directors on March 6, 2025, May 8, 2025, August 7, 2025, November 6, 2025, and March 5, 2026 and disclosed the information security risk management information on the Company's website (https://esg.sunon.com).
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VII. Important contracts
| Nature of the contract |
Contracting parties | Commencement date/expiration date |
Main contents | Restriction clauses |
|---|---|---|---|---|
| Land use rights assignment contract |
Kunshan Economic and Technological Development Zone Agriculture, Industry, and Business Corporation |
2000.10.27~ 2050.09.14 |
Land use rights to 48,688 square meters of land to the north of Nanbin Road in Kunshan Economic and Technological Development Zone for the construction of plants and employee dormitory. |
None |
| Land use rights assignment contract |
Hermosa Ecozone Development Corporation |
2020.06.30~ 2095.06.29 |
Land use rights for 137,096 square meters of land in Lot 1 Block 12, Hermosa Ecozone Industrial Park for constructionofplants. |
None |
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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, 2024 | December 31, 2025 | Change (amount) |
Percentage of change % |
|---|---|---|---|---|
| Current assets | 11,438,169 | 13,193,298 | 1,755,129 | 15.34 |
| Property, plant and equipment |
2,460,697 | 3,053,538 | 592,841 | 24.09 |
| Intangible assets | 53,211 | 62,676 | 9,465 | 17.79 |
| Non-current assets | 3,560,192 | 4,233,230 | 673,038 | 18.90 |
| Total assets | 14,998,361 | 17,426,528 | 2,428,167 | 16.19 |
| Current liabilities | 6,082,219 | 7,189,031 | 1,106,812 | 18.19 |
| Non-current liabilities | 995,880 | 1,350,410 | 354,530 | 35.60 |
| Total liabilities | 7,078,099 | 8,539,441 | 1,461,342 | 20.65 |
| Share capital | 2,734,437 | 2,734,437 | 0 | - |
| Capital surplus | 1,518,788 | 1,518,788 | 0 | - |
| Retained earnings (Note) |
3,803,699 | 4,956,126 | 1,152,427 | 30.30 |
| Other equity | -136,662 | -244,321 | 107,659 | 78.78 |
| Total equity | 7,920,262 | 8,887,087 | 966,825 | 12.21 |
| Where the change is 20%, the reasons shall be analyzed as follows: 1. The increase in Property, Plant, and Equipment (PP&E) was primarily due to the growth in machinery, equipment under inspection, and construction in progress. 2. The increase in non-current liabilities was attributed to additional long-term borrowings for overseas investment financing and an increase in non-current lease liabilities. 3. Total liabilities increased due to the growth in operating revenue, which led to higher levels of accounts payable, current income tax liabilities, and long-term borrowings. 4. The increase in retained earnings resulted from the growth in net profit for the fiscal year 2025. 5. The increase in other equity was due to higher exchange differences resulting from the translation of financial statements of foreign operations. |
-
Total liabilities increased due to the growth in operating revenue, which led to higher levels of accounts payable, current income tax liabilities, and long-term borrowings.
-
The increase in retained earnings resulted from the growth in net profit for the fiscal year 2025.
-
The increase in other equity was due to higher exchange differences resulting from the translation of financial statements of foreign operations.
Note: Retained earnings include statutory surplus reserves, special reserve, and undistributed earnings.
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II. Financial performance
Indicate the main reasons for any material changes to the operating income, net profit, and net profit before tax as well as the expected sales and its basis, and the possible impact on the Company's future financial operations and response plans
- (I) Main reasons and impact of any material change in the company's operating income, net profit, and net profit before tax in the last two years
Unit: thousand NT$; %
| Year Item |
2024 | 2025 | Change (amount) |
Percentage of change % |
|---|---|---|---|---|
| Net revenue Operating costs Gross profit Operating expenses Operating net profit Non-operating income and expenses Net income before tax Income tax expenses Current period net profit Other comprehensive income Total comprehensive income of the period Comprehensive income attributable to net profit of owners of parent company |
14,623,817 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 |
18,677,810 12,876,422 5,801,388 2,992,151 2,809,237 -12,357 2,796,880 631,181 2,165,699 -109,189 2,056,510 2,056,510 |
4,053,993 2,409,304 1,644,689 512,123 1,132,566 -317,420 815,146 141,540 673,606 -275,683 397,923 397,923 |
27.72 23.02 39.57 20.65 67.55 104.05 41.13 28.91 45.15 165.58 23.99 23.99 |
| Analysis and description for items with changes of over 20% are as follows: 1. Net operating revenue increased due to growing market demand. Although operating costs and expenses rose accordingly, effective cost and expense controls resulted in an increase in gross profit, operating income, net income before tax, income tax expense, net income for the period, total comprehensive income, and net income attributable to owners of the parent. 2. The decrease in non-operating income and expenses was primarily due to net losses on financial assets and liabilities at fair value through profit or loss (FVTPL), as well as net foreign exchange losses. 3. Other comprehensive income increased due to the growth in exchange differences resulting from the translation of financial statements of foreign operations. |
-
Net operating revenue increased due to growing market demand. Although operating costs and expenses rose accordingly, effective cost and expense controls resulted in an increase in gross profit, operating income, net income before tax, income tax expense, net income for the period, total comprehensive income, and net income attributable to owners of the parent.
-
(II) Expected sales and its basis, and the possible impact on the Company's future financial operations
For more information on expected sales and its basis, please refer to the Letter to Shareholders on page 1 for an overview of the Business Plan of this year. If the expected sales volume is reached, it would generate positive effects on the Company's finance and business.
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III. Cash flow
- (I) Analysis and explanation on the change in cash flow in the most recent year and improvement plans for insufficient liquidity
| Cash flow (I) Analysis and explanation on the change in cash flow in the most recent year and improvement plans for insufficient liquidity |
Cash flow (I) Analysis and explanation on the change in cash flow in the most recent year and improvement plans for insufficient liquidity |
Cash flow (I) Analysis and explanation on the change in cash flow in the most recent year and improvement plans for insufficient liquidity |
Cash flow (I) Analysis and explanation on the change in cash flow in the most recent year and improvement plans for insufficient liquidity |
|---|---|---|---|
| Unit: % | |||
| Year Item |
2024 |
2025 | Change (%) |
| Cash flow ratio | 27.65 | 45.81 |
65.68% |
| Cash flow adequacy ratio | 117.56 | 122.63 |
4.31% |
| Cash reinvestment ratio | 7.76 | 19.24 |
147.94% |
| The analyses for items with changes of over 20% are as follows: The cash flow ratio increased, primarily driven by the growth in net cash flows from operating activities. The cash reinvestment ratio increased, attributed to the growth in property, plant, and equipment, long-term investments, other non-current assets, and working capital. |
(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 |
|||||
| 5,256,400 | 2,000,000 |
-900,000 |
-898,968 |
5,457,432 |
- |
- |
| 1. The estimated cash flow changes in 2026 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$2,000,000 thousand. (2) Investing activities: The Company expects to invest NT$35,000 thousand as part of our strategic collaborations, a cash outflow of NT$450,000 thousand for regular equipment upgrades and new equipment repurchases, and to invest NT$415,000 thousand into the construction of the new Philippines plant, resulting in a total cash outflow of approximately NT$900,000 thousand. (3) Financing activities: Pay cash dividends totaling NT$ 1,498,968 thousand, and raise NT$600,000 thousand in loans, which will lead to a cash outflow of approximately NT$898,968 thousand. 2. The expected cash balance is NT$ 5,457,432 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$2,000,000 thousand.
-
(2) Investing activities: The Company expects to invest NT$35,000 thousand as part of our strategic collaborations, a cash outflow of NT$450,000 thousand for regular equipment upgrades and new equipment repurchases, and to invest NT$415,000 thousand into the construction of the new Philippines plant, resulting in a total cash outflow of approximately NT$900,000 thousand.
-
(3) Financing activities: Pay cash dividends totaling NT$ 1,498,968 thousand, and raise NT$600,000 thousand in loans, which will lead to a cash outflow of approximately NT$898,968 thousand.
-
- The expected cash balance is NT$ 5,457,432 thousand and there are no instances of cash inadequacy.
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IV. The effects that significant capital expenditures have on financial operations in the recent year
Following the US-China trade war, the Company’s Board of Directors resolved on November 1, 2019, to invest US$ 20 million to establish SUNON Properties Philippines Corp. and US$ 5 million for SUNON Electronics Philippines Corp. to hold land and plants and engage in manufacturing and sales, respectively. This strategic move aims to diversify production concentration risks, satisfy customers' NCNT (Non-China, Non-Taiwan) requirements, increase production flexibility, and further reduce manufacturing costs.
The new Philippines plant commenced mass production and shipments in Q4 2022. To expand capacity and plan for new facility construction, the Company subsequently increased capital by US$ 7 million in 2023, US$ 20 million in 2024, and US$ 18 million in 2025. These investments were funded through a moderate reduction in the dividend payout ratio and the utilization of medium- to long-term loans.
In 2023, the Company issued NT$ 1.2 billion in unsecured convertible bonds (CB) to repay loans, all of which were fully converted within the same year. Furthermore, in 2025, the Board resolved to issue 13.5 million new shares through a capital increase to repay bank loans and bolster working capital. The fundraising was successfully completed in Q1 2026, which is expected to reduce interest expenses and improve the Company’s financial structure.
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$427,519 thousand in profits from investment in 2025. Steady Growth in Operations. |
Continue to develop niche new products, intensify vertical integration, and cooperate with customers in passive cooling components. |
| 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$495,762 thousand in profits from investment in 2025. Production efficiency increased due to the success of the economy ofscale. |
Expand production scale and increase cost advantages. |
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| Investee company | Cumulative investment amount (thousand NT$) |
Investment policy | Main reason for profits or losses |
Improvement plans |
|---|---|---|---|---|
| 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$518,772 thousand in profits from investment in 2025. Production efficiency increased due to the success of the economy of scale. |
Expand production scale and increase cost advantages. |
| SUNON PROPERTIES PHILIPPINES CORP. |
NTD 1,407,420 |
Disperse risks by setting up production sites outside Greater China and holding land and plant |
Recognized NT$6,545 thousand in profits from investment in 2025. As the plant is still under construction, the surplus for the 2025 was primarily attributed to interest income. |
Upon completion of the new plant, it is expected to contribute to revenue and continuously improve operational performance. |
| SUNON ELECTRONICS PHILIPPINES CORP. |
NTD 577,773 |
Disperse risks by setting up production sites outside Greater China and engaging in product manufacturing and sales. |
Recognized NT$39,794 thousand in profits from investment in 2025. Economies of scale are progressively expanding; as production volume increases, the benefits of scale and economic efficiency are becoming increasingly evident. |
Profitability shall be improved after production achieves economies of scale. |
| Sunon Cooling Technology (Huizhou)Co., Ltd. |
RMB 40,000 |
As a newly established production base, the facility focuses primarily on the manufacturing and sale of liquid cooling products. |
Recognized a loss of NT$ 29,681 thousand for the 2025. It’s still in the setup phase. |
It’s expected to improve the operation status once production starts. |
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.
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VI. Risk management and evaluation
-
(I) Impact of interest rate and exchange rate changes and inflation on Company's profit and response measures
-
Changes in interest rates and response measures
Starting in 2024, the U.S. Federal Reserve began a gradual rate-cutting cycle; however, the pace remains cautious, and long-term interest rates have stayed relatively high. This has sustained a heavy interest burden for our subsidiaries in Mainland China, which have traditionally relied on USD-denominated loans. Conversely, to stimulate slowing economic growth, Mainland China has adopted an expansionary policy, repeatedly lowering reserve requirement ratios (RRR). Consequently, our China subsidiaries have transitioned to RMB-denominated loans to benefit from lower interest expenses. The Company strategically utilizes a diversified mix of loans in TWD, USD, and EUR to minimize interest costs. When long-term trends in the interest rate market are anticipated to shift, the Company evaluates the use of Interest Rate Swaps (IRS) to lock in long-term rates, mitigating the material impact of interest rate volatility on earnings.
- Impact of interest rates changes and response measures
In the past year, the appreciation of NTD and RMB has contributed to some negative impacts on revenue and gross profit margin. 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 foreigncurrency asset positions generated from sales. The natural hedging policy minimizes losses from exchange rates in the event of material foreign exchange rate fluctuations. However, we remain affected by customers' payment customs on the income end for currencies that can be used. We are affected by the place of occurrence of the costs and expenditures and we thus remain exposed to USD net assets and RMB net liabilities positions and we must continue to reduce our exposure to risks associated with these two currencies. In addition, the Company's policies also permit operations in foreign exchange derivatives to reduce risks. Where necessary, the Company can respond accordingly.
- Impact of inflation and response measures
In recent years, inflationary pressures have not had a material impact on the Company’s operations. The Company continuously monitors global political and economic developments as well as raw material price fluctuations, maintaining close collaboration with both suppliers and customers. By flexibly adjusting procurement and sales strategies, and through supply chain optimization, capacity enhancement, and dynamic inventory management, we have effectively reduced operating costs. Simultaneously, the Company actively develops high-value-added products to strengthen our competitive advantage and respond to evolving market dynamics.
- (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
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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 Electronics (Bei Hai) Co., Ltd. and Lizhun 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
| Funds to Others", "Procedures for Making Endorsements "Procedures for Acquisition or Disposal of Assets". Future R&Dprograms and expected R&D investment |
and Guarantees", and |
|---|---|
| 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 system. 6. Development of high-performance AC to DC fan modules. 7. Development of ultra-thin active liquid cooling module products. 8. Next-generation micro blower performance enhancement and product development. |
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
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to customers. Other products were sold to other customers in Mainland China who assemble our products into other products for sales in the United States. This accounts for a larger portion of sales but as the Company's products account for a low percentage of materials used in the customers' products, the place of production of the Company's products will not affect the designation of the place of production of the customers' 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.
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. (V) 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, new energy, 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.
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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 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. Malware threats
Malware threats may originate from malicious websites, email attachments, or removable storage media. To counter these, the Company has established a multi-layered defense and detection system. All endpoints are equipped with world-renowned antivirus software, managed through a centralized console for real-time monitoring and protection, effectively reducing the risk of malware infection and cyberattacks.
2. 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.
- Ransomware attacks
Following the cyberattack on the Company in February 2024, we have continuously reviewed and strengthened our existing practices regarding system login authentication mechanisms and data backup. External threat actors have obtained our employees' account passwords through social engineering and used them to launch ransomware attacks on internal hosts. This year, we also focused on using AI to strengthen close monitoring of employees' online behavior and data access activities. If any suspected abnormal access is detected, we will immediately launch investigations and take appropriate actions.
4. Supply chain attacks
In recent years, hackers have frequently targeted the network and system service interfaces between companies in the supply chain for attacks. Therefore, the Company has imposed cybersecurity policy requirements in the management, from selecting suppliers to signing partnership agreements. These include Service Level Agreements (SLAs), requiring personnel to sign confidentiality agreements, and implementing supplier cybersecurity
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audits to jointly establish a cybersecurity mindset with suppliers. In terms of technology, we reduced the exposure of networks and systems, strictly control the remote connections of suppliers, and regularly review the account access permissions of external personnel to reduce the possibility of supply chain attacks.
-
(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 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: In the most recent fiscal year and up to the date of publication of this annual report, there have been no changes in the Company's management control.
-
(XII) Litigation or non-litigation events: None
-
(XIII) Other significant risks and response measures: None.
VII. Other important matters: None.
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F. Special Disclosures
I. Profiles of affiliates and subsidiaries
-
(I) Consolidated Business Report of Affiliates
-
Overview of affiliates
- (1) Affiliate organization chart
==> picture [673 x 351] intentionally omitted <==
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(2) Basic information of affiliated enterprises
| December31,2025; Unit: thousand NT$ | December31,2025; Unit: thousand NT$ | December31,2025; 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 various electronic and electrical components |
| Sunon SAS. | 1999.12.30 | 66, avenue des Pepinieres, 94832 FRESNES CEDEX–FRANCE |
EUR500 | Import and wholesale of various electronic and electrical components |
| Sunon Deutschland GmbH | 2000.09.01 | Lebacher Strabe 4, 66113 Saarbrucken. | EUR25 | Import and wholesale of various electronic and electrical components |
| Sunon Corporation | 2000.07.07 | 202, Itou Bld., 1-1-20, Tsujido, Fujisawa Shi, Kanagawa Ken, 251-0047, Japan |
JPY15,000 | Production and sales of fans |
| Sunonwealth Electric Machine Ind. (H.K.) Ltd. |
1992.07.30 |
Room 14-1402, Hong Kong and Macau Building, 156-157 Connaught Road Central, Sheung Wan, Hong Kong |
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 |
US34,431 |
Production and sales of brushless DC motors and fans |
| BVI Sunon International Ltd. |
1997.01.15 |
Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. |
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, GuangdongProvince |
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 |
Office No-1104, 11th Floor Corenthum Plot No.A-41,Sector 62.Noida, Gautambuddha Nagar, Uttar Pradesh. India. 201301 |
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. |
PHP2,516,938 | 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. |
PHP1,037,822 | 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.(Note 2) |
2024.05.07 |
Room 2, 3rd F, No. 269 Shaoqing East Road, Qiandeng Town, Kunshan City, Jiangsu Province,China |
- | 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 |
RMB40,000 |
Production and sales of liquid cooling modules and products |
| 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 |
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| Enterprise name | Date of establishment |
Address | Paid-in capital |
Main business or core products |
|---|---|---|---|---|
| Tianmai SUNON Thermal Technology (Suzhou) Co., Ltd. |
2025.11.14 |
No. 68, Huikai Road, Luzhi Town, Wuzhong District, Suzhou City, Jiangsu Province, China |
RMB20,000 |
Production and sale of new-generation electronic components and related products |
Note 1: The exchange rates for various foreign currencies in the 2025 Balance Sheet are: USD: NTD = 1: 31.43; JPY: NTD = 1: 0.2008; EUR: NTD = 1: 36.9; CNY: NTD = 1: 4.4716; HKD: NTD = 1: 4.038; INR: NTD =1: 0.3495; PHP: NTD =1: 0.5345; THB: NTD=1:0.9952 Note 2: As of December 31, 2025, the remaining funds have been distributed back to shareholders based on their investment ratios, and the liquidation process has been completed.
-
(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
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- (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
| December 31, 2025 | December 31, 2025 | |||
|---|---|---|---|---|
| Enterprise name | Title | Name or representative | Shares held | |
| Number of shares |
Shareholding ratio (%) |
|||
| Sunon INC. | Director Acting President |
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-Wang Chiu |
- - - |
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 |
25,169,376 | 99.99% |
| Sunon Electronics Philippines Corp. |
Director | Sunonwealth Electric Machine Industry Co., Ltd. Representative: Ching-Shen Hong, Li-Ju Chen, William Li |
10,378,217 | 99.99% |
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| 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. (Note) |
Director Supervisor |
Sunon Electronics (Kunshan) Co., Ltd. Representative: Simon Wu Gong-Rui Liang |
- - |
- - |
| 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% |
| Tianmai SUNON Thermal Technology (Suzhou) Co.,Ltd. |
Director Supervisor |
Sunonwealth Electric Machine Industry Co., Ltd. Representative: Ching-Shen Hong, Simon Wu William Li |
- - |
35% - |
Note: As of December 31, 2025, the remaining funds have been distributed back to shareholders based on their investment ratios, and the liquidation process has been completed.
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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, 2025; 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 | 289,597 |
154,757 |
134,840 |
403,685 |
(30,941) |
(6,971) | (46.47) |
| Sunon SAS. | 16,127 | 215,330 |
118,260 |
97,070 |
244,701 |
(99,345) |
(11,107) | (222.14) |
| Sunon Deutschland GmbH | 1,027 | 1,087 |
4,181 |
(3,094) |
19,010 | (9,761) |
(9,513) | - |
| Sunon Corporation | 4,470 | 1,458 |
56 |
1,402 |
0 |
(23) |
(59) | (13.41) |
| Sunonwealth Electric Machine Ind. (H.K.) Ltd. |
3,428 | 1,807 |
0 |
1,807 |
0 |
(53) |
(49) |
(0.06) |
| Successful Century Co., Ltd. | 1,136,933 | 2,140,837 |
0 |
2,140,837 | 0 |
(117) |
427,403 |
12.62 |
| Sunon Electronics (Kunshan) Co., Ltd. |
1,148,456 | 4,223,632 |
2,083,002 |
2,140,630 | 5,478,391 |
394,681 |
427,519 |
- |
| Suzhou Shengyixing Heat Transfer Technology Co., Ltd. |
51,983 | 146,933 |
123,684 |
23,249 |
173,982 |
(7,895) |
(7,794) |
- |
| Sunon International Ltd. | 510,928 | 1,842,726 |
0 |
1,842,726 | 0 |
(120) |
840,661 | 25.60 |
| Sunon Electronic(Foshan)Co., Ltd. | 1,617 |
701,765 |
17,118 |
684,647 |
27,985 |
(799) |
345,013 | - |
| Sunon Electronics (Bei Hai) Co., Ltd. |
293,115 |
3,507,304 |
2,349,537 |
1,157,767 | 6,579,617 |
503,213 |
495,762 |
- |
| Beihai Li Zhun Electronics Co., Ltd. | 265,311 |
2,988,903 |
1,985,389 |
1,003,514 | 3,997,001 |
561,518 |
518,772 |
- |
| Sunon Electronics India Private Limited |
4,880 | 7,160 |
1,790 |
5,370 |
7,925 |
936 |
597 |
0.54 |
| Sunon Properties Philippines Corp. | 1,407,420 | 1,329,371 |
25,304 |
1,304,067 | 0 |
(11,686) |
6,545 | 0.26 |
| Sunon Electronics Philippines Corp. | 577,773 |
835,028 |
370,321 |
464,707 |
829,527 |
54,818 |
48,390 |
4.66 |
| Kunshan Feng Xin Rui Electronics Technology Co., Ltd. (Note) |
- | - |
- |
- |
- |
(523) |
(541) |
- |
| Sunon Cooling Technology (Huizhou) Co., Ltd. |
175,242 | 190,136 |
41,724 |
148,412 |
0 |
(28,493) |
(29,681) |
- |
| Sunon Cooling Technology (Thailand) Co., Ltd. |
2,003 | 2,275 |
424 |
1,851 |
0 |
(131) |
(133) |
(0.67) |
| Tianmai SUNON Thermal Technology (Suzhou) Co., Ltd. |
88,940 | 89,394 |
339 |
89,055 |
0 |
0 |
(367) |
- |
Note: As of December 31, 2025, the remaining funds have been distributed back to shareholders based on their investment ratios, and the liquidation process has been completed.
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-
(II) Consolidated financial statement of affiliates
-
For the 2025 fiscal year (from January 1 to December 31, 2025), 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 2025 Financial Report on https://mops.twse.com.tw/mops/#/web/t57sb01_q1).
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(III) Affiliation Report
The Company is the controlling company of other affiliate companies and is thus not applicable to regulations regarding the disclosure of an affiliation report.
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.
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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.
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Sunonwealth Electric Machine Industry Co., Ltd.
Chairman:Ching-Shen Hong
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Sunonwealth Electric Machine Industry Co., Ltd. TEL[: ] 886-7-8135888 FAX[ : ] 886-7-8122929 Http : //www.sunon.com E-mail : [email protected]
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