Stock Code：2421
Sunonwealth Electric Machine Industry Co., Ltd.
Meeting
Meeting Handbook
Printed on May 28, 2025
Sunonwealth Electric Machine Industry Co., Ltd.
Agenda for the 2025 General Shareholders Meeting
Shareholders' meeting will be held by means of physical shareholders' meeting
- Time: 9:00 a.m. May 28, 2025 (Wednesday)
- Location: 9F, No. 266, Chenggong 1st Rd., Qianjin Dist., Kaohsiung City (Room D, 9FL, Grand Hi-Lai Hotel)
- Chairman's Speech:
IV. Matters to be Reported:
- The Company's 2024 Business Report.
- 2024 Audit Committee's Report.
- Report the 2024 distribution of remuneration for employees and Directors.
(IV) Report the status of endorsements and guarantees.
- Report the 2024 remuneration of individual Directors.
V. Proposed Resolutions:
- 2024 Business Report and Financial Statements.
- 2024 earnings distribution proposal.
VI. Discussion Matters:
- Amendments of Articles of Incorporation.
VII. Extraordinary Motions VIII.Adjournment
[Report items]
- The Company's 2024 Business Report. Please refer to page 40 to page 43 of the Handbook.
- The 2024 Audit Committee's Report. Please refer to page 44 of the Handbook.
-
Report the 2024 distribution of remuneration for employees and Directors.
The Company's earnings in 2024 (net profit before tax with the remuneration for employees and Directors) totaled NT$1,932,958,110. The Company plans to distribute NT$11,000,000 as remuneration for Directors and NT$44,000,000 as remuneration for employees in accordance with Article 29 of the Articles of Incorporation. All remuneration shall be distributed in cash.
(IV) Report on the status of endorsements and guarantees.
As of December 31, 2024, the Company's total endorsement and guarantees for external parties were USD21,000,000 and CNY70,000,000.
- Report the 2024 remuneration of individual Directors.
Payment of remuneration to individual directors for FY2024, including the details and amounts of individual compensation. Please refer to page 45 to page 46 of the Handbook
[Proposed Resolutions]
Agenda item #1(Proposed by the Board of Directors)
Agenda: The 2024 Business Report and Financial Statements are filed for resolution. Description:
- The Company's Financial Statements for 2024 have been audited by the CPAs Kuo-Ming Li and
Ling-WenHuang of Crowe Horwath (TW). Please refer to page 7 to page 31 of the Handbook.
- The aforementioned statements of final accounts and the Business Report have been reviewed by the Audit Committee.
- Hereby be filed for resolution. Resolution:
Agenda item #2 (Proposed by the Board of Directors)
Agenda: The 2024 earnings distribution proposal is filed for resolution.
Description:
- The Company's net profit after tax in 2024 was NT$1,492,093,467 and total distributable earnings was NT$2,388,402,566. The Company plans to appropriate NT$1,011,741,575 as dividends for shareholders with NT$3.7 per share. All dividends shall be distributed in cash (calculated to the NTD and the remaining amounts below NT$1 will be rounded down). The sum
of fractional amounts of less than NT$1 shall be tallied and transferred to the Employee Welfare Committee.
- After the dividends are approved by the shareholders' meeting, the Chairman of the Board is authorized to establish the dividend record date, distribution date, and other related matters.
III. If the number of shares outstanding is affected by changes in the Company's share capital before
the dividend record date for the distribution of earnings and causes changes in the shareholders' dividend rate, the Chairman of the Board is authorized process the adjustments at his full
discretion. | ||
IV. Please refer to the table below for the earnings distribution statement | ||
Undistributed earnings at the beginning of the period | 879,322,918 | |
Plus: After-tax net profit of 2024 | 1,492,093,467 | |
Minus: Appropriation for statutory reserve | (149,506,434) | |
Plus: Reversal of appropriation for special earnings reserve | 163,521,739 | |
Plus: Other consolidated income (loss) (remeasurement in | 2,970,876 | |
defined benefit plans in 2024) | ||
Distributable earnings in current period | 2,388,402,566 | |
Minus: Distributed shareholder dividends - cash dividends of | (1,011,741,575) | |
NT$3.7 per share (Note) | ||
Undistributed retained earnings from previous years | 1,376,660,991 |
Note: Stock dividends for shareholders: 273,443,669 shares *NT$3.7 =NT$1,011,741,575
Chairman of the Board: Ching-Shen Hong
President: Ching-Shen Hong
Head of Accounting: William Li
- Hereby be filed for resolution. Resolution:
[Discussion matters]
Agenda item #1 (Proposed by the Board of Directors)
Agenda: Amendments of Articles of Incorporation.
Description:
- In response to business requirements, we intend to expand the company's business scope by adding the new business item.
- In accordance with Article 14, paragraph 6 of the Securities and Exchange Act, we intend to allocate a specific percentage for the purpose of adjusting salaries or distributing compensation to junior employees.
- The comparison table of Articles of Incorporation before and after amendments is provided as below:
Content | After Amendment | Before Amendment | Reason for |
Amendment | |||
Article 2 | The Company is engaged in | The Company is engaged in | In response to |
the following businesses: | the following businesses: | business | |
Omitted | Omitted | requirements, | |
7. IG03010 Energy Technical | 7. ZZ99999 All business items | expand the | |
Services | that are not prohibited or | company's | |
8. ZZ99999 All business items | restricted by law, except | business scope. | |
that are not prohibited or | those that are subject to | ||
restricted by law, except | special approval. | ||
those that are subject to | |||
special approval. | |||
Article 29 | Omitted | Omitted | In accordance |
If the Company is profitable, | If the Company is profitable, | with Article 14, | |
no less than 2% (inclusive) of | no less than 2% (inclusive) of | paragraph 6 to | |
the profits shall be allocated | the profits shall be allocated | amend. | |
as compensation to | as compensation to | ||
employees and no more than | employees and no more than | ||
5% (inclusive) of the profits | 5% (inclusive) of the profits | ||
should be allocated as | should be allocated as | ||
compensation to directors. | compensation to directors. | ||
While the Company has | While the Company has | ||
accumulated losses, the profit | accumulated losses, the profit | ||
shall be set aside to | shall be set aside to | ||
compensate losses before | compensate losses before | ||
distribution. | distribution. | ||
If the Company is profitable, | The company may, by a | ||
no less than 3‰ (inclusive) of | resolution adopted by a | ||
the profits shall be allocated | majority vote at a meeting of |
as compensation to junior | board of directors attended by | ||
employees. While the | two-thirds of the total number | ||
Company has accumulated | of directors, have the profit | ||
losses, the profit shall be set | distributable as employees' | ||
aside to compensate losses | compensation in the | ||
before distribution. | preceding paragraph | ||
The company may, by a | distributed in the form of | ||
resolution adopted by a | shares or in cash; and in | ||
majority vote at a meeting of | addition thereto a report of | ||
board of directors attended by | such distribution shall be | ||
two-thirds of the total number | submitted to the shareholders' | ||
of directors, have the profit | meeting. | ||
distributable as employees' | Omitted | ||
compensation in the | |||
preceding twoparagraphs | |||
distributed in the form of | |||
shares or in cash; and in | |||
addition thereto a report of | |||
such distribution shall be | |||
submitted to the shareholders' | |||
meeting. | |||
Omitted | |||
Article 33 | These Article of | These Article of | Added the |
Incorporation were enacted | Incorporation were enacted | amendment | |
on Aug 12,1980. | on Aug 12,1980. | date. | |
Omitted | Omitted | ||
Amended on June 9, 2023 for | Amended on June 9, 2023 for | ||
the thirty-one time, amended | the thirty first time. | ||
on May 28, 2025 for the | |||
thirty second time. | |||
IV. Hereby be filed for resolution. | |||
Resolution: |
[Extraordinary motions]
Sunonwealth Electric Machine Industry Co., Ltd.
Statement of Shares Held by Directors
(March 30, 2025)
Appointment | Number of shares currently held | |||||||||
Title | Name | Term | Number of | Shareholding | ||||||
date | ||||||||||
shares | ratio | |||||||||
Yu Yuan Investment | ||||||||||
Co., Ltd. | ||||||||||
Chairman of | Representative: | |||||||||
Ching-Shen Hong | 2024.6.14 | 3 years | 15,000,000 | 5.49% | ||||||
the Board | ||||||||||
Li-Ju Chen | ||||||||||
Ling-Wen Huang | ||||||||||
Fu-Sheng Huang | ||||||||||
Nice Enterprise Co., | ||||||||||
Director | Ltd. | 2024.6.14 | 3 years | 4,006,813 | 1.47% | |||||
Representative: | ||||||||||
Ching-Liang Chen | ||||||||||
Independent | ||||||||||
Kuang-Chih Huang | 2024.6.14 | 3 years | - | - | ||||||
Director | ||||||||||
Independent | ||||||||||
Chi-Shan Hung | 2024.6.14 | 3 years | - | - | ||||||
Director | ||||||||||
Independent | ||||||||||
Chin-Cheng Kao | 2024.6.14 | 3 years | - | - | ||||||
Director | ||||||||||
Independent | ||||||||||
Te-Tsai Lu | 2024.6.14 | 3 years | - | - | ||||||
Director | ||||||||||
Shareholdings required of all Directors | 12,000,000 | Shareholdings of all Directors | 19,006,813 | |||||||
Book closure date: 2025/3/30 |
．
REPRESENTATION LETTER
The entities that are required to be included in the combined financial statements of Sunonwealth Electric MachineIndustry Co., Ltd. as of and for the year ended December 31, 2024 under the "Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements ofAffiliated Enterprises，， 訂e the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standards No. I0，"Consolidated Financial Statements."In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Sunonwealth Electric Machine Industry Co., Ltd. and Subsidiaries do not prepare a separate set of combined financial statements.
Very truly yours,
Sunonwealth Electric MachineIndustry Co., Ltd.
By
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March 6, 2025
你 Crow巳
國富浩學聯合會計部事務所 | |
( ) | CPAs |
Crowe TW | |
80250高雄市苓雅區四維三路 | |
6號27樓之1 | |
27F-1., No.6, Siwei 3「d Rd., | |
Llngya Dist.,Kaohsiung City | |
80250, Taiwan | |
Tel +886 7 3312133 | |
Fax +886 7 3331710 | |
www.crowe.tw |
INDEPENDENT AUDITORS' REPORT | ||
The Board of Directors and Shareholders | ||
Sunonwealth Electric Machine Indus甘y Co.,Ltd. | ||
Opinion | ||
We have audited the | accomp組ying consolidated | balance sheets of Sunonweal也 Electric |
Machine Industry Co., | Ltd. and its subsidiaries （由e | " |
Group") as of December 31,2024 and | ||
2023,and 也e related consolidated statements of comprehensive income, changes in equity and | ||
cash flows for the years then ended，缸1d也e notes to the consolidated financial statements, | ||
including a summ訂y of significant accounting policies. | ||
In our opinion, based | " | |
on om audits and the report of the o血er independent accountants，的 | ||
described in the other ma悅rs section of our repo此，也e accompanying consolidated financial | ||
statements present fairly, in all material respects，也e consolidated financial position of the | ||
Group as of December 31, 2024 and 2023,and its consolidated financial perfom1ance and its | ||
consolidated cash flows for the ye缸S then ended in accordance with the Regulations | ||
Governing the Preparation of Financial Reports by Securities Issuers and the International | ||
Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC | ||
Interpreta位ons (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the | ||
Financial Supervisory Commission of the Republic of China. | ||
Basis for Opinion | ||
We conducted our audi臼 m accordance with the Regulations Governing Financial Statement | ||
Audit and Attestation Engagements of Certified Public Accountants and the Standards on | ||
Auditing of the Republic of China. Our responsibilities under those standards are further | ||
described in the Auditors' Responsibilities for the Audit of the Consolidated Financial | ||
Statements section of our repo此. We are independent of the Group in accordance with the | ||
Norm of Professional Ethics for Certified PublicAccountant of the Republic of China and we | ||
have fulfilled our o也er ethical responsibilities in accordance with these requirements. We | ||
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis | ||
for our opinion base on the result that we audited and the audit reports of other accountants. |
然 Crowe | ||||
Key Audit Matters | ||||
Key aucLit ma位ers 訂e those matters that, in our professional judgment, were of most | ||||
significance in our audit of the consolidatedfinancial statementsfor the ye缸 ended December | ||||
﹒ | ||||
31, 2024. These matters were addressed in the context of om audit of the consolidated | ||||
financial statements as a whole, and in forming our opinion也ereon, we do not provide a | ||||
sep缸ate opinion on these matters. | ||||
Key audit matters of the Group | ' | s consolidated financial statemen時 for the year ended | ||
December 31, 2024 位e stated asfollows: | ||||
Valuation of inventory | ||||
Please refer to Note 4(8) to the consolidated financial statemen臼for the accounting policy of | ||||
inventories, Note 5(2)G for critical accounting judgments, estimates and key sources of | ||||
assumption unce此ainty ofinventories, and Note 6(4) for inventory valuation. | ||||
Description of key audit matter: | ||||
As of December 31, 2024, inventory was紹，180,914 thousand and accountedfor 14.6% of the | ||||
total asse包. Due to rapid changes in technology may lead to write-downs of slow-moving | ||||
inventories to也eir net realizable | values. As uncertainty exists in management | ' | s judgment | |
when the determining the loss on inventory, the valuation of inventory has been identified as a | ||||
key audit matter. | ||||
How the matter was addressed in our audit: | ||||
In relation to the key audit ma社er above, our principal audit procedures included the | ||||
understanding of the feature of | the product and the inventory aging to confirm 也e | |||
appropriateness of the inventory evaluation method, testing the book value of the inventory to | ||||
assess the rationality of the change in the impairment loss of the inventory, obtaining the | ||||
inventory sta制s of the Group and comp缸e the actual write-o億of the past to assess也e | ||||
appropriaten臼s of the valuationfor obsolescent and damaged inventories. | ||||
Revenue recognition | ||||
Please l忱r to Note 4(20) to the consolidated financial s個tements for也e accounting policy of | ||||
revenue recognition, Note 5(l)B and Note 5(2)A for critical accounting judgements, estimates | ||||
and key so叮C的 of assumption uncertainty of revenue recognition, and Note 6 (23) for the | ||||
desc1iption of revenue recogni世on. |