alchip

alchip
Stock Code: 3661

Alchip Technologies, Limited

2025 Annual Report

Taiwan Stock Exchange Market Observation Post System: https://mops.twse.com.tw
Alchip Annual Report is available at: https://www.alchip.com/
Printed on March 31, 2026

I. Name, Title and Contact Information for Company’s Spokesperson, Acting Spokesperson

Spokesperson
Name : Daniel Wang
Title : CFO
Tel : 886-2-2659-9357
E-mail : [email protected]

Deputy Spokesperson
Name : Johnny Shen
Title : CEO
Tel : 886-2-2799-2318
E-mail : [email protected]

II. Contact Information of Company’s Headquarters, Branches and Plant

(1) The Company
Alchip Technologies, Ltd.	Registered Address: PO Box 309, Ugland House, Grand Cayman, KY-1104, Cayman Islands Business Address: 9F., No.12, Wenhu St., Neihu Dist., Taipei, Taiwan 114 Tel:886-2-2799-2318
(II) Subsidiaries
Alchip Technologies, Inc.	Address: 9F., No.12, Wenhu St., Neihu Dist., Taipei, Taiwan 114 Tel: 886-2-2799-2318
Alchip Technologies, Ltd. Taiwan Branch	Address: 9F., No.12, Wenhu St., Neihu Dist., Taipei, Taiwan 114 Tel: 886-2-2799-2318
Alchip Technologies, Ltd.	Address: Room 509, Bank of America Tower,12 Harcourt Road Central, Hong Kong Tel: 852-2522-2922
Alchip Technologies (Shanghai), Ltd.	Address:Unit 2301-11, Tower A, THREE itc, No. 183 Hongqiao Road, Xuhui District, Shanghai, China 200030 Tel: 86-21-52350999
Alchip Technologies, K.K	Address:10F Shin-Yokohama Square Bldg, 2-3-12 Shin-Yokohama, Kouhoku Yokohama Kanagawa Japan, 222-0033 Tel: 81-45-470-1090
AlChip Technologies, Inc.	Address:2107 N 1st St., Suite 570, San Jose, CA 95131 Tel: 1-408-320-2223
Alchip Technologies (Wuxi) Inc.	Address:4F, Building A5, No.777, Jianzhuxi Road, Binhu District,Wuxi, Jiangsu, China Tel: 86-510-85120332
Alchip Investment Inc.	Address:Portcullis TrustNet Chambers, 4th Floor Ellen Skelton Building, 3076 Sir Francis Drake Highway, Road Town, Tortola, British Virgin Islands VG1110 Tel: 886-2-2799-2318
Alchip Technologies (Hefei) Inc.	Address:6F, Building C4, No.800, Wangjiang West Road, Gaoxin District, Hefei City, Anhui Province, China 230088 Tel: 86-551-65655001
Alchip Technologies (Jinan) Inc.	Address:1F, Building B, Qilu Software Park, No.1000 ShunHua Road, High-tech Development Zone, Jinan City, Shandong Province, China 250101 Tel: 86-531-89017990
Alchip Technologies (Guangzhou) Inc.	Address:Room 01,12F, Building A, Grandtek, No.18 Science Avenue, Huangpu District, Guangzhou, China Tel: 86-20-89819302
Alchip Technologies (Chongqing) Inc.	Address:Floor 7, No.142, Yunhan Avenue, Beibei District, Chongqing, China 400714 Tel: 86-23-86970666

| Chiptopia (Shanghai) Technology Co., Ltd | Address:Building 4, No. 1588, Xinyang Highway, Lingang Special area, Shanghai Pilot Free Trade Zone, China
Tel: 86-13761232125 |
| --- | --- |
| Alchip Technologies Malaysia Sdn. Bhd. | Address: Penthouse 1-21-1, Suntech at Penang Cybercity, Lintang Mayang Pasir 3, 11950 Bayan Baru, Pulau Pinang, Malaysia
Tel:886-2-2799-2318 |
| Alchip Technologies (Vietnam) Company Limited | Address: 7th Floor, 218 Bach Dang Street, Hai Chau Ward, Da Nang City, Vietnam
Tel: 886-2-2799-2318 |
| AshAI, Limited | Address:PO Box 309, Ugland House, Grand Cayman, KY-1104, Cayman Islands
Tel: 886-2-2799-2318 |
| AshAI, Inc. | Address:2107 N 1st St.,Suite 570, San Jose, CA 95131
Tel: 1-408-320-2223 |

III. Contact information of Share Transfer Agent

Name: Transfer Agent Department of CTBC Bank

Address: 5F., No. 83, Section 1, Chongqing S. Rd., Zhongzheng District, Taipei City 100, Taiwan

Tel: 886-2-6636-5566

Website: https://www.ctbcbank.com

IV. Contact information of Auditing CPA

CPA Firm: Deloitte & Touche

Name of CPA: Chien-Liang Liu and Li-Chun Chang

Address: 20F.,No. 100, Songren Rd., Xinyi District, Taipei 11073, Taiwan

Tel: 886-2-2725-9988

Website: https://www.deloitte.com.tw

V. Names of stock exchanges where foreign securities are listed and inquiry on the information of foreign securities:

Name of stock exchanges: Luxembourg Stock Exchange

Inquiry on the Information: https://www.bourse.lu/security/US0137412021/327168

VI. The Company's web address: https://www.alchip.com

Notice to readers

This English-version annual report is a summary translation of the Chinese version and is not an official document of the shareholders' meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.

I. Letter to Shareholders ... 1

II. Corporate Governance Report ... 4
2.1 Company Profile ... 4
2.2 Information on the Company’s Directors, Supervisors, General Managers, Vice Presidents, Deputy Managers and Heads of All the Company’s Divisions and Branches ... 6
2.3 Remuneration of Directors, Supervisors, General Managers and Vice Presidents in the most recent year ... 17
2.4 Implementation Status of Corporate Governance ... 23
2.5 Information Regarding the Company’s Independent Auditors ... 73
2.6 Information about CPA Replacement ... 73
2.7 The Company’s Chairman, Chief Executive Officer, Chief Financial Officer, and Managers in Charge of its Finance and Accounting Matters Has Held a Position at the Accounting Firm or its Affiliates in 2025 ... 73
2.8 Any Transfer, Pledge, or Other Change of Hands Involving the Equity Interests of a Director, Managerial Officer, or Shareholders Holding More Than 10% of the Shares of the Company during the Most Recent Year and the Current Year Up to the Date of the Publication of the Annual Report ... 73
2.9 Relationship among the Top Ten Shareholders ... 75
2.10 Long-Term Investment Ownership ... 75

III. Capital Overview ... 77
3.1 Capital and Shares ... 77
3.2 Implementation of Company’s Capital Allocation Plans ... 92

IV. Overview of Business Operations ... 93
4.1 Business Activities ... 93
4.2 Market and Sales Overview ... 101
4.3 Information on Employees ... 108
4.4 Expenditure on Environmental Protection ... 108
4.5 Labor Relations ... 108
4.6 IT Security Management ... 110
4.7 Material Contracts ... 113

V. Financial Status, Operating Results, and Risk Management ... 114
5.1 Financial Status ... 114
5.2 Operating Results ... 115
5.3 Analysis of Cash Flow ... 116
5.4 Major Capital Expenditure and its Effect on Finance and Business operations of the Company ... 117
5.5 Investment Policies, Main Reasons for Profits or Losses, Improvement Plans and Investment Plans for the Coming Year ... 117
5.6 Risk Management ... 118
5.7 Other Material Matters ... 122

VI. Special Disclosure ... 123
6.1 Information Related to the Company's Affiliated Companies ... 123
6.2 Private Placement Securities ... 126
6.3 Other Necessary Supplements ... 129
6.4 Major Difference Between the Company’s Articles of Association and the Regulations on the Protection of Shareholders’ Equity of Taiwan ... 130
6.5 Any Events in 2025 and as of the Date of Publication of the Annual Report that Had Significant Impacts on Shareholders’ Right or Security Prices as Stated in Article 36-3-2 of the Securities and Exchange Law of Taiwan ... 156

I. Letter to Shareholders

Dear Shareholders,

Alchip is a leading ASIC (Application-specific Integrated Circuit) service company specializing in High-Performance Computing (HPC) and AI (Artificial Intelligence) infrastructure applications. Our mission is to deliver cutting-edge System-on-Chip (SoC) solutions and provide a complete turnkey service portfolio, covering the entire value chain from IC design to manufacturing. Guided by our core values of teamwork & dedication, innovation, integrity, and quality, we strive to be the most reliable ASIC partner in the industry.

Our primary objective is to achieve first-time, silicon success and accelerate our customers' time-to-market so they can lead the rapidly evolving technological landscape. Alchip leverages its proprietary ASIC capabilities and global presence to deliver exceptional value to customers and shareholders. Fiscal 2025 marked a watershed, not only for the semiconductor industry but also for the world as AI became an integral part of business productivity and everyday life. North America and Asia-Pacific became the obvious center of AI innovation while the automotive sector also saw more rapid adoption of AI technology. Alchip's cutting-edge achievements at advanced technology nodes, ranging from 7nm down to 2nm designs. along with advanced packaging technology availability and an expanding design ecosystem, positions the company as a preferred resource to help its customers, partners and stakeholders capitalize on this unique moment in time. Alchip is actively engaging in multiple AI customer projects reaching across cloud service providers' AI accelerators and edge AI computing chips. Furthermore, Alchip also entered the automotive ADAS market through a strategic collaboration with a major car manufacturer, marking a significant expansion into this high-growth segment. The company made strides in advanced packaging technologies, such as CoWoS, with several 5nm to 2nm tape-outs that are expected to enter mass production expected in 2026. AI and HPC applications contributed 83% of revenue, while 87% of revenue came from advanced process designs (7nm and smaller)—a testament to Alchip's technological leadership. These achievements, combined with a substantial pipeline of projects entering mass production, underscore the company's ability to deliver value in a dynamic and competitive market.

Operating Performance

Alchip's 2025 operating revenue reached NTD30,926 million, a 40% decrease Year-over-Year (YoY) from NTD51,969 million in 2024. Net profit was NTD5,598 million, a 13% decrease YoY from NTD6,446 million in 2024. On a US dollar ($) basis, 2025 operating revenue equaled $992 million, a 39% decrease YoY, with net profit of $180 million, a 11% decrease YoY. The 2025 gross margin was 26%, with an operating margin of 16%. The 2025 return on assets and return on equity were 10% and 14%, respectively. With the global tide of artificial intelligence driving increased demand across the industry, the Company is expected to benefit from growth opportunities in both revenue and profitability. In addition, the Company's operating margin reached 16% in 2025, representing an increase of more than 23% compared with the prior year. This reflects continued

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improvements in operational efficiency, as well as growth in non-operating income driven by higher interest income.

The Company does not publish financial forecasts. The annual budget is intended exclusively for internal management and operational analysis.

Technological Developments

The continued demand for our target markets for high performance, at lower power consumption, within a smaller footprint drives Alchip continued investment in developing advanced IC designs, innovative design platforms, customized IP, and a broader practice of collaboration to optimize the research and development of next-generations technologies.

Building on our successful track record with multiple 5nm, 3nm, and 2nm artificial intelligence and high-performance computing design projects, Alchip is advancing its efforts with the implementation of advanced 2.5D/3D packaging technologies. Additionally, we are actively working on 3nm and 2nm chip design projects. With all teams strategically aligned, Alchip is well-positioned to help customers seize market opportunities, introduce the most cutting-edge products, and further solidify its leadership in advanced technology and process design services.

Sales Forecast and Basis

Looking ahead to 2026, Alchip is confident in its ability to reinvigorate strong revenue and profit growth in 2026, driven by robust demand for advanced ASIC solutions overall and the successful execution of leading-edge AI-driven initiatives. All the while, the company will deliver innovative, cost-effective solutions that create value for customers and shareholders alike.

Corporate Developments

To enhance our engineering resources and business development initiatives, Alchip expanded its influence in North America, Japan, Taiwan, and Southeast Asia. Alchip is dedicated to staying ahead of the significant increase in customers demand in these two markets and will develop more advanced process design technology to meet these needs. Our goal is to become a leading brand in the ASIC industry.

Outlook for the future

Looking ahead, Alchip is well-positioned to capitalize on the AI and high-performance driven semiconductor industry growth.

Alchip plans to aggressively pursuing opportunities in the hyperscaler, custom system, and entrepreneurial segments leveraging its advancements in multi-die architecture, 3D and 3.5D advanced packaging and next-generation process technologies to maintain its role as the technology innovation leader. These efforts will position the company to meet the evolving demands of AI-driven applications and next-generation HPC solutions.

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Strategically, Alchip will focus on expanding its presence in North America and increasing design capacities to capitalize on the increasing importance of strong global presence. These investments enhance the company's attractiveness as an ASIC partner that will be reflected in enhanced market share and its reputation as a trusted ASIC partner in the semiconductor industry. In closing, we express our gratitude to our employees and partners for their continued commitment to the company's values, growth and future.

Together, we will make Alchip's future a bright one.

Johnny Shyang-Lin Shen

Chairman

II. Corporate Governance Report

2.1 Company Profile

2.1.1 Date of Establishment and Company Introduction

Alchip Technologies, Limited (hereinafter referred to as the "Company" or "Alchip"), established in British Cayman Islands on February 27, 2003, is a leading provider of silicon design and manufacturing services for system companies developing high-complexity and high-volume application-specific integrated circuit (ASIC) and System-on-Chip (SoC).

Headquartered in Taipei, Taiwan, Alchip has established an ASIC manufacturing center in Hsinchu. Based on its global development policy, the Company has established subsidiaries in China, Japan, North America, Malaysia and Vietnam (hereinafter referred to as the "Group"). The Company had a total of 645 employees in December 2025. The Group's management team possesses many years of in-depth IC design service experience. The team is composed of SoC design experts from Silicon Valley and Japan, with an average of over 25 years of semiconductor industry management experience. Their capability for high-end process and chip design has proven to be superior to that of industry competitors. Three years after starting business, the Company completed many ASIC designs, ranging from 0.13-microns down to 65nm and moved them into mass production. In 2009, it started mass-production of 40nm designs and, in 2013, started designing at the 28nm node. From 2016 to 2017, the Company successfully completed several supercomputer 28nm and 16nm designs and, from 2018 to 2020, completed several 7nm to 12nm high-performance design projects. In 2021, Alchip completed, prototyped, and began volume production of its first 7nm designs targeting artificial intelligence and high-performance computing applications. In 2022, Alchip taped out several designs featuring advanced packaging technology, including 7nm, 6nm, and 5nm designs. In addition, a 4nm test chip has also been taped out. In the first quarter of 2023, Alchip successfully taped out a 3nm chip. In 2024, Alchip successfully taped out a 2nm test chip. In 2025, Alchip completed several 2nm high-performance design projects. By the end of 2025, Alchip taped out a significant number of designs across 7nm, 6nm, 5nm, 3nm and 2nm nodes, with many involving advanced packaging technologies such as Chip-on-Wafer-on-Substrate (CoWoS) and Integrated Fan-Out (InFO).

Alchip focuses on ASIC and SoC designs that target FinFET (16nm and below) deep submicron manufacturing processes. The Company helps ASIC and SoC customers complete low-cost and highly complex IC design in the shortest time and to speed up their time-to-market. The Company has completed more than 600 designs. Alchip focuses on three main market segments: Artificial Intelligence and High-performance Computing; Communication Network Equipment; and other consumer and medical businesses covering products high-definition television, digital cameras, entertainment systems, mobile broadband, medical devices, and medical monitoring systems. The company also began to enter the automotive field in response to the growing demand in the market.

2.1.2 Organization Cart

2.2 Information on the Company's Directors, Supervisors, General Managers, Vice Presidents, Deputy Managers and Heads of All the Company's Divisions and Branches

2.2.1 Information on Directors
March 28, 2026

Title	Nationality	Name	Gender Age	Date Elected	Term of Office	Date of First Elected	Shareholding when Elected		Current Shareholding		Spouse & Minor Shareholding		Shareholding by Nonsmoker Arrangement		Academic Qualifications & Major Experience	Other Position	Executives, Directors or Supervisors who are spouses or within two degrees of kinship
							Shares	%	Shares	%	Shares	%	Shares	%			Title	Name	Relation
Chairman	U.S.A, R.O.C.	Johnny Shyang-Lin Shen	Male 51~60 Years	5/29/2025	3	05/18/2011	1,721,652	2.13%	1,871,652	2.30%	0	0%	0	0%	Academic Qualifications: B.S. in Electronic Engineering, University of California, Los Angeles, U.S. Work Experience: COO of the Company	GM of the Company's subsidiary in Taiwan Managerial Officer of the Company's branch in Taiwan Director of the Company's subsidiary in U.S. Director of the Company's subsidiary in Japan Supervisor of the Company's sub-subsidiary in Wuxi Supervisor of the Company's sub-subsidiary in Hefei Supervisor of the Company's sub-subsidiary in Jinan Supervisor of the Company's sub-subsidiary in Guangzhou Director of the Company's sub-subsidiary in Chongqing Director of AshAI, Limited, a subsidiary of the Company Director of AshAI, Inc., a sub-subsidiary of the Company	None	None	None
Director	R.O.C	Daniel Wang	Male 41~50 Years	5/29/2025	3	06/21/2019	100,000	0.12%	100,000	0.12%	191,000	0.23%	0	0%	Academic Qualifications: MBA of Baruch College-The City University of New York, U.S.	Director of Alchip's BVI incorporated subsidiary	None	None	None

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															Work Experience: ■ Representative of Fubon Securities Co., Ltd. Shanghai Representative Office	■ Director of the Company's sub-subsidiary in Wuxi ■ Director of the Company's sub-subsidiary in Hefei ■ Director of the Company's sub-subsidiary in Jinan ■ Director of the Company's sub-subsidiary in Guangzhou ■ Director of the Chiptopia (Shanghai) Technology Co., Ltd ■ Director of the Company's subsidiary in Malaysia ■ Chairman of the Company's sub-subsidiary in Vietnam
Director	R.O.C.	Herbert Chang	Male 61~70 Years	5/29/2025	3	04/09/2003	0	0%	0	0%	0	0%	0	0%	Academic Qualifications: ■ M.S. in Management Science, National Chiao Tung University Work Experience: ■ General Manager of Mutto Optronics Corporation	■ Director of Monolithic Power Systems, Inc. ■ Chairman of Cheng-Hsin Consultant, Co, Ltd. ■ Director of Tronpy Co., Ltd ■ Director of JINHER INFO CO., LTD. ■ Director (Legal Representative)/Chairman of Midastek Microelectronics Inc. ■ Director (Legal Representative) of Moregeek Entertainment, Inc. ■ Director of Ya2 Digital Entertainment Co., LTD ■ Chairman of Gutschsemi, Inc. ■ Director of AME, INC. ■ Director of vTrailEx Information Technology (Shanghai) Co., Ltd ■ General Partner of GrowStar Partners Group Limited ■ Director of Moregeek Technology Holding, Inc.	None	None	None

| | | | | | | | | | | | | | | | Director of Walden Greater China Ventures, Ltd.
Supervisor of TCERA TRADING CO., LTD. | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Independent Director | R.O.C | Andrew Kuo (Note 1) | Male 61~70 Years | 5/29/2025 | 3 | 5/29/2025 | 0 | 0% | 0 | 0% | 0 | 0% | 0 | 0% | Academic Qualifications:
MBA of Baruch College-The City University of New York, U.S.
Work Experience:
Chairman of Cathay United Bank (China) Limited
CEO of Zoyi Capital Ltd
Vice Chairman of Blackstone Group (Hong Kong) Limited | Chairman of Cathay United Bank
Director of Cathay Financial Holdings Co., Ltd.
Director of Cathay Securities Investment Trust Co., Ltd.
Director of Cathay Private Equity Co., Ltd.
Director of Far East Horizon Limited
Director of Financial Information Service Co., LTD. | None | None | None |
| Independent Director | R.O.C | Jerry Tsou (Note 1) | Male 61~70 Years | 5/29/2025 | 3 | 5/29/2025 | 0 | 0% | 0 | 0% | 0 | 0% | 0 | 0% | Academic Qualifications:
Master of Science, University of California, Berkeley, CA, USA
Work Experience:
Director, Advanced Packaging Business Development of TSMC
VP of Product Operations of GUC | None | None | None | None |
| Independent Director | R.O.C | Derek C.Y. Tien (Note 1) | Male 61~70 Years | 5/29/2025 | 3 | 5/29/2025 | 0 | 0% | 0 | 0% | 0 | 0% | 0 | 0% | Academic Qualifications:
Master of Science in Computer and Systems Engineering, Rensselaer Polytechnic Institute
Work Experience:
Managing Director of GIC Private Limited
Senior Manager of TSMC | Advisor of Silicon Road Pte Ltd. | None | None | None |
| Independent Director | R.O.C | Saria Tseng (Note 1) | Female 51~60 Years | 5/29/2025 | 3 | 5/29/2025 | 0 | 0% | 0 | 0% | 0 | 0% | 0 | 0% | Academic Qualifications:
LLM, University of California, Berkeley, Boult Hall, School of Law
Work Experience:
Vice President, General Counsel & Corporate Secretary of MaXXan Systems Inc. | EVP of Strategic Development, General Counsel & Corporate Secretary, Monolithic Power Systems, Inc. | None | None | None |

| Chairman | U.S.A, R.O.C. | Kinying Kwan (Note 2) | Male 61~70 Years | 06/10/2022 | 3 | 02/27/2003 | - | - | - | - | - | - | - | - | Academic Qualifications:
■ B.S. in Computer Engineering, University of Illinois, U.S.
Work Experience:
■ CEO of the Company
■ Founder of Altius Solutions | - | - | - | - |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Independent Director | R.O.C. | Mao-Wei Hung (Note 3) | Male 61~70 Years | 06/10/2022 | 3 | 11/05/2010 | - | - | - | - | - | - | - | - | Academic Qualifications:
■ Ph.D., Finance, Northwestern University, U.S.
■ M.A., Economics, University of Wisconsin-Madison, U.S.
■ B.A., Economics, National Taiwan University
Work Experience:
■ Professor, Department of International Business, National Taiwan University
■ Dean of College of Management, National Taiwan University
■ Chairman of Board, Taiwan Academy of Banking and Finance | - | - | - | - |
| Independent Director | R.O.C. | Brian Chiang (Note 3) | Male 61~70 Years | 06/10/2022 | 3 | 11/05/2010 | - | - | - | - | - | - | - | - | Academic Qualifications:
■ M.S. in Business Administration, University of Southern California, U.S.
Work Experience:
■ Managing Director of Walden International Taiwan Co., Ltd. | - | - | - | - |
| Independent Director | U.S.A, R.O.C. | Binfu Chuang (Note 3) | Male 71~80 Years | 06/10/2022 | 3 | 11/25/2010 | - | - | - | - | - | - | - | - | Academic Qualifications:
■ M.S., Oregon State University, U.S.
■ B.S., National Chiao Tung University
Work Experience:
■ Director and General Manager of Shanghai SyncMOS Semiconductor Co., Ltd. | - | - | - | - |

Note 1: Mr. Andrew Kuo, Mr. Jerry Tzou, Mr. Derek C.Y. Tien and Ms. Saria Tseng were appointed as new Independent Directors on May 29, 2025.
Note 2: Mr. Kinying Kwan resigned from the position of Chairman, effective May 20, 2025.
Note 3: Mr. Mao-Wei Hung, Mr. Brian Chiang, Mr. Binfu Chuang ceased to serve as Independent Directors on May 29, 2025.

Professional qualifications of Directors and independence information of Independent Directors

Criteria Name	Professional Qualification and Work Experience	Independence Criteria
Johnny Shyang-Lin Shen	Johnny Shyang-Lin Shen obtained his Bachelor's degree in Electrical Engineering from the University of California, Los Angeles. He is currently the Chairman and Chief Executive Officer of the Company, responsible for the Company's overall strategic direction and operational management. Johnny Shyang-Lin Shen has long been dedicated to the integrated circuit design industry, with expertise in ASIC and SoC design services. Under his leadership, the Company has continued to strengthen its advanced process design capabilities and actively expand into the high-performance computing application market. He possesses extensive experience and outstanding capabilities in IC industry-related operational planning, business development, financial management, and overall business administration, contributing significantly to the Company's operational performance and long-term development. Johnny Shyang-Lin Shen is not under any conditions defined in Article 30 of the Company Law.	Not applicable
Herbert Chang	Herbert Chang holds a Master's degree in management science in National Chiao Tung University (It's called National Yang Ming Chiao Tung University since 2021). He has over 30 years of investment experiences, with focus on companies in IC design, semiconductors, telecommunications, internet, hardware/ software, and other technology industries. Herbert Chang has led several portfolios listing in Taiwan and U.S. capital market and is/has been the board director of Taiwan/U.S.- listed technology companies. He had been the President of InveStar Capital Inc. from 1996 to 2015 and has been the general partner of GrowStar Partners Group Limited since 1998. Herbert Chang is not under any conditions defined in Article 30 of the Company Law.	Not applicable
Daniel Wang	Daniel Wang holds an MBA from City University of New York, Baruch College and has a Master's degree in Information Management in California Polytechnic State University. He was a representative of Fubon Securities Co., Ltd. Shanghai Representative Office before he joined Alchip Technologies. With the experience as a profession, Daniel Wang has expertise in finance analysis, investment, investor relationship and management. Daniel Wang is not under any conditions defined in Article 30 of the Company Law.	Not applicable
Andrew Kuo	Andrew Kuo holds an MBA from City University of New York, Baruch College. He currently serves as Chairman of Cathay United Bank and possesses extensive experience in international finance and investment banking. He also serves as a Director of Cathay	Andrew Kuo is an independent director who is in compliance with the criteria for independence, not a director, supervisor, or employee of the Company or its affiliates; including but not limited to the

	Financial Holding Co., Ltd., and is well-versed in corporate governance and the operations of financial institutions. Andrew Kuo previously served as Vice Chairman of The Blackstone Group (Hong Kong), where he accumulated professional expertise in private equity investment and asset management. He has also held directorships in multiple companies, gaining substantial experience in corporate governance and business decision-making. Accordingly, with his expertise, he is able to enhance the quality of corporate governance of the Board and strengthen the oversight functions of the Audit Committee, Remuneration Committee, and Nomination Committee. Andrew Kuo is not under any conditions defined in Article 30 of the Company Law.	person himself/herself, spouses or second-degree relatives; not holding shares of the Company; not serving as a director, supervisor or an employee of a company with which the Company has a specific relationship; not having received any remuneration for commercial, legal, financial and accounting services provided by the Company or its affiliates in the past two years.
Jerry Tzou	Jerry Tzou holds a Master’s degree in Materials Science from the University of California, Berkeley. He previously served as Director of Advanced Packaging Business Development at TSMC and Vice President of Product Operations at Global Unichip Corp. Jerry Tzou is highly familiar with the semiconductor industry and possesses strong analytical and managerial capabilities in corporate governance, operations management, and industrial technology. Therefore, with his expertise, he is able to enhance the quality of corporate governance of the Board and strengthen the oversight functions of the Audit Committee and Remuneration Committee. Jerry Tzou is not under any conditions defined in Article 30 of the Company Law.	Jerry Tzou is an independent director who is in compliance with the criteria for independence, not a director, supervisor, or employee of the Company or its affiliates; including but not limited to the person himself/herself, spouses or second-degree relatives; not holding shares of the Company; not serving as a director, supervisor or an employee of a company with which the Company has a specific relationship; not having received any remuneration for commercial, legal, financial and accounting services provided by the Company or its affiliates in the past two years.
Derek C.Y. Tien	Derek C.Y. Tien holds a Master of Science degree in Computer and Systems Engineering from Rensselaer Polytechnic Institute. He previously served as Managing Director at the Government of Singapore Investment Corporation (GIC) and as a Senior Manager at TSMC. He currently serves as an Advisor to Silicon Road Pte. Ltd. Derek C.Y. Tien has accumulated extensive industry experience and possesses strong analytical and managerial capabilities in corporate governance, financial accounting, business operations, marketing, and industrial technology. Accordingly, with his expertise, he is able to enhance the quality of corporate governance of the Board and strengthen the oversight functions of the Audit Committee, Remuneration Committee, and Nomination Committee. Derek C.Y. Tien is not under any conditions defined in Article 30 of the Company Law.	Derek C.Y. Tien is an independent director who is in compliance with the criteria for independence, not a director, supervisor, or employee of the Company or its affiliates; including but not limited to the person himself/herself, spouses or second-degree relatives; not holding shares of the Company; not serving as a director, supervisor or an employee of a company with which the Company has a specific relationship; not having received any remuneration for commercial, legal, financial and accounting services provided by the Company or its affiliates in the past two years.
Saria Tseng	Saria Tseng holds a Master of Laws (LL.M.) degree from the University of California, Berkeley. She previously served as Vice President and General Counsel at Maxxan Systems, Inc., and currently serves as Executive Vice President and General Counsel at Monolithic Power Systems, Inc. In addition to her extensive experience in corporate governance and legal affairs, she also possesses professional expertise in business management, operational judgment, and risk assessment. Therefore, with her expertise, she is able to enhance the quality of corporate governance of the Board and strengthen the oversight functions of the Audit Committee and Remuneration Committee. Saria Tseng is not under any conditions defined in Article 30 of the Company Law.	Saria Tseng is an independent director who is in compliance with the criteria for independence, not a director, supervisor, or employee of the Company or its affiliates; including but not limited to the person himself/herself, spouses or second-degree relatives; not holding shares of the Company; not serving as a director, supervisor or an employee of a company with which the Company has a specific relationship; not having received any remuneration for commercial, legal, financial and accounting services provided by the Company or its affiliates in the past two years.

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2. Diversity and independence of Board

(1) Diversity of Board: The Company has stated the diversification policy for composition of the Board members in Corporate Governance Best Practice Principles and adopted the policy. To achieve better corporate governance, each Board member has his own specialized field and knowledge of industry. The Board of Directors shall possess the ability to make operational judgments, ability to perform accounting and financial analysis, ability to conduct management administration, ability to conduct crisis management, knowledge of the industry, an international market perspective, ability to lead and ability to make policy decisions. The Board consists of seven Directors, in which four of them are Independent Directors and two of them are employed by the Company (It is about 28.6%). In order to achieve the goal of diversity, the female Board Director was added after the re-election of Board taken in 2025 for the gender equality. The Company will continue to increase the proportion of female directors to one-third in the future, in order to enhance gender diversity on the Board. Please refer to II. The information of Board of Directors in Corporation Governance section for the Board Director’s gender, professional qualification and experience etc.

(2) Independence of Board: The Board consists of seven Directors, in which four of them are Independent Directors (It is about 57%). A spousal relationship and a familial relationship within the second degree of kinship do not exist among the Independent Directors based on 3 and 4 in Article 26-3 of the Securities and Exchange Act. Independent Directors all comply with the relevant regulations which are set by Securities and Futures Bureau.

March 28, 2026
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2.2.2 Information of General Managers, VPs, Deputy General Managers and Heads of All the Company’s Divisions and Branches

Title	Nationality	Name	Gender	Date of Inauguration	Shareholding		Spoose & Minor Shareholding		Shareholding by Nominee Arrangement		Academic Qualifications & Major Experience	With Spouse or Relative Within the Second Degree of Kundup who is a Managerial Officer
					Shares	Holding Percentage	Shares	Holding Percentage	Shares	Holding Percentage		Title	Name	Relation
CEO	U.S., R.O.C.	Johnny Shyang-Lin Shen (Note 1)	Male	01/01/2010	1,871,652	2.30%	0	0%	0	0%	Academic qualifications:
• B.S. in Electrical Engineering, University of California, Los Angeles, U.S.

Work experience:
• COO of the Company | • GM of the Company’s subsidiary in Taiwan
• Managerial Officer of the Company’s branch in Taiwan
• Director of the Company’s subsidiary in U.S.
• Director of the Company’s subsidiary in Japan
• Supervisor of the Company’s sub-subsidiary in Wuxi
• Supervisor of the Company’s sub-subsidiary in Hefei
• Supervisor of the Company’s sub-subsidiary in Japan
• Supervisor of the Company’s sub-subsidiary in Guangzhou
• Director of the Company’s sub-subsidiary in Chongqing
• Director of AshAI, Limited, a subsidiary of the Company
• Director of AshAI, Inc., a sub-subsidiary of the Company | None | None | None | |
| CBO | U.S.A. | Freddy Engineer (Note 2) | Male | 03/06/2026 | 0 | 0% | 0 | 0% | 0 | 0% | Academic qualifications:
• M.S., Electrical Engineering, University of Wyoming, USA.

Work experience:
• General Manager of NVIDIA
• Vice President of Xilinx, Inc. | • GM of the Company’s subsidiary in U.S.
• Director of the Company’s subsidiary AshAI, Limited.
• Director of the Company’s sub-subsidiary AshAI, Inc. | | | | |
| CFO | R.O.C. | Daniel Wang | Male | 12/29/2011 | 100,000 | 0.12% | 191,000 | 0.23% | 0 | 0% | Academic qualifications:
• MBA of Baruch College-The City University of New York, U.S. | • Director of Alchip’s BVI incorporated subsidiary
• Director of the Company’s sub-subsidiary in Wuxi | None | None | None | |

Title	Nationality	Name	Gender	Date of Inauguration	Shareholding		Spouse & Minor Shareholding		Shareholding by Nominee Arrangement		Academic Qualifications & Major Experience	With Spouse or Relative Within the Second Degree of Kinship who is a Managerial Officer
					Shares	Holding Percentage	Shares	Holding Percentage	Shares	Holding Percentage		Title	Name	Relation
CISO/Vice President	R.O.C., Canada	Peter Teng	Male	03/15/2019	77,671	0.10%	30,000	0.04%	0	0%	Academic qualifications:
• B.S. in Computer Science, University of Toronto, Canada
Work experience:
• Representative of ATI Technologies Inc.	Director of the Company’s subsidiary in Hefei
Director of the Company’s subsidiary in Jinan
Director of the Company’s subsidiary in Guangzhou
Director of the Chiptopia (Shanghai) Technology Co., Ltd
Director of the Company’s subsidiary in Malaysia
Chairman of the Company’s subsidiary in Vietnam	None	None	None
Sr. Vice President	R.O.C., Canada	Luo Cheng	Male	08/15/2012	164,187	0.20%	0	0%	0	0%	Academic qualifications:
• M.S. in Electrical Engineering, University of Southern California, U.S.
Work experience:
• Sr. Engineer of Cirrus Logic Inc.
• Engineer of Stream Machine Company	Director of the Company’s subsidiary in Wuxi
Director of the Company’s subsidiary in Hefei
Director of the Company’s subsidiary in Jinan
Director of the Company’s subsidiary in Guangzhou	None	None	None

Title	Nationality	Name	Gender	Date of Inauguration	Shareholding		Spouse & Minor Shareholding		Shareholding by Nominee Arrangement		Academic Qualifications & Major Experience	With Spouse or Relative Within the Second Degree of Kinship who is a Managerial Officer
					Shares	Holding Percentage	Shares	Holding Percentage	Shares	Holding Percentage		Title	Name	Relation
Vice President	Japan	Hiroyuki Furuzono	Male	03/04/2022	40,000	0.05%	0	0%	0	0%	Academic qualifications:
• B.S., Science and Engineering, Waseda University

Work experience:
• SoC Design Engineer of Cadence Design Systems,Inc.
• SoC Design Engineer of Altius Solutions, Inc. | • Chairman, GM and Director of the Company’s subsidiary in Japan | None | None | None | |
| Vice President | R.O.C. | Robert Chang | Male | 11/03/2017 | 174,000 | 0.21% | 0 | 0% | 0 | 0% | Academic qualifications:
• B.S. in Business Administration, Soochow University

Work experience:
• Sales Director of Macrotech Semiconductor Corporation
• Sales Manager of Formosa Advanced Technologies Co., LTD. | None | None | None | None | |
| Vice President | R.O.C. | Brian Chen (Note 3) | Male | 11/5/2025 | 0 | 0% | 0 | 0% | 0 | 0% | Academic qualifications:
• M.S. in Materials Science and Engineering, Stanford University

Title	Nationality	Name	Gender	Date of Inauguration	Shareholding		Spouse & Minor Shareholding		Shareholding by Nominee Arrangement		Academic Qualifications & Major Experience	Position(s) Held Concurrently in any Other Company	With Spouse or Relative Within the Second Degree of Kinship who is a Managerial Officer
					Shares	Holding Percentage	Shares	Holding Percentage	Shares	Holding Percentage			Title	Name	Relation
											Work experience: • Deputy Manager of Deloitte & Touche
Vice President	R.O.C.	Andy Lin (Note 4)	Male	11/11/2016	-	-	-	-	-	-	Academic qualifications: • MBA, University of Oxford Work experience: • Sales Manager of Logitech International S.A.	-	-	-	-

Note 1: Where the general manager or person of an equivalent post (the highest level manager) and the chairperson of the board of directors of a company are the same person, spouses, or relatives within the first
degree of kinship, an explanation shall be given of the reason for, reasonableness, necessity thereof, and the measures adopted in response thereto: The Company's Chairman concurrently serves as the
President in order to enhance operational efficiency and decision-making effectiveness. To strengthen the independence of the Board of Directors, the Chairman maintains close and thorough communication
with all directors regarding the Company's operating status and strategic plans to ensure the effective implementation of corporate governance. The Company has appointed four Independent Directors to
enhance the functions of the Board and strengthen its supervisory role.
Note 2: Mr. Freddy Engineer became an executive of the Company on March 6, 2026.
Note 3: Mr. Brian Chen became an executive of the Company on November 5, 2025.
Note 4: Mr. Andy Lin ceased to serve as an executive of the Company on October 24, 2025.

2.3 Remuneration of Directors, Supervisors, General Managers and Vice Presidents in the most recent year

A. Remuneration of Directors

December 31,2025;Unit : NT$ thousand

Title	Name	Director's Remuneration	Total Remuneration (A+B+C+D)	Ratio of Total Remuneration (A+B+C+D) to Net Income (%)	Compensation Received by Directors Who are Also Employees	Total Compensation (A+B+C+D+E+F+G)	Ratio of Total Compensation (A+B+C+D+E+F+G) to Net Income (%)	Receipt of remuneration from investee entities other than subsidiaries or from the parent company
Base Compensation (A)	Severance Pay (B)	Compensation to Directors (C) (Note 1)	Allowances (D)	Salary, Bonuses, and Allowances (E)	Severance Pay (F)	Employees' Compensation (G)
Chairman	Johnny Shyang-Lin Shen	3,386	3,386	-	-	43,652	43,652	2,572

Independent Director	Mao-Wei Hung (Note 4)
Independent Director	Brian Chiang (Note 4)
Independent Director	Binfu Chuang (Note 4)

Please describe the policy, system, standard and structure of remuneration paid for Individual Director and also describe the relevance between the responsibility, risk and engaged time of Individual Director..etc. and the amount of remuneration: The remuneration paid for directors of the Company is set aside no more than $2\%$ of its annual profits as bonus to Directors according to the Memorandum and Articles of Association of the Company. The remuneration paid as allowances to Directors is approved by the Board and paid monthly.
Except the above table, the remuneration gained by the Directors of Company for the service provided to all companies is stated in financial report in the most recent year : None.

Note 1: On March 6, 2026, the Board of the Company approved that compensation distribution to directors is NT$43,652 thousand.

Note 2: Mr. Andrew Kuo, Mr. Jerry Tzou, Mr. Derek C.Y. Tien and Ms. Saria Tseng were appointed as new Independent Directors on May 29, 2025.

Note 3: Mr. Kinying Kwan resigned from the position of Chairman, effective May 20, 2025.

Note 4: Mr. Mao-Wei Hung, Mr. Brian Chiang and Mr. Binfu Chuang ceased to serve as an Independent Director on May 29, 2025.

Range of Remuneration	Name of Directors
	Total of (A+B+C+D)		Total of (A+B+C+D+E+F+G)
	The Company	Companies in the Consolidated Financial Statements	The Company	Companies in the Consolidated Financial Statements
Under NT$ 1,000,000	Mao-Wei Hung (Note 3), Brian Chiang (Note 3), Binfu Chuang (Note 3)	Mao-Wei Hung (Note 3), Brian Chiang (Note 3), Binfu Chuang (Note 3)	Mao-Wei Hung (Note 3), Brian Chiang (Note 3), Binfu Chuang (Note 3)	Mao-Wei Hung (Note 3), Brian Chiang (Note 3), Binfu Chuang (Note 3)
NT$1,000,000 (inclusive) ~ NT$2,000,000 (exclusive)	-	-	-	-
NT$2,000,000 (inclusive) ~ NT$3,500,000 (exclusive)	Kinying, Kwan (Note2)	Kinying, Kwan (Note2)	Kinying, Kwan (Note2)	Kinying, Kwan (Note2)
NT$3,500,000 (inclusive) ~ NT$5,000,000 (exclusive)	-	-	-	-
NT$5,000,000 (inclusive) ~ NT$10,000,000 (exclusive)	Andrew Kuo (Note 1), Jerry Tzou (Note 1), Derek C.Y. Tien (Note 1), Saria Tseng (Note 1), Herbert Chang, Johnny Shyang-Lin Shen, Daniel Wang	Andrew Kuo (Note 1), Jerry Tzou (Note 1), Derek C.Y. Tien (Note 1), Saria Tseng (Note 1), Herbert Chang, Johnny Shyang-Lin Shen, Daniel Wang	Andrew Kuo (Note 1), Jerry Tzou (Note 1), Derek C.Y. Tien (Note 1), Saria Tseng (Note 1), Herbert Chang	Andrew Kuo (Note 1), Jerry Tzou (Note 1), Derek C.Y. Tien (Note 1), Saria Tseng (Note 1), Herbert Chang
NT$10,000,000 (inclusive) ~ NT$15,000,000 (exclusive)	-	-	-	-
NT$15,000,000 (inclusive) ~ NT$30,000,000 (exclusive)	-	-	Daniel Wang	Daniel Wang
NT$30,000,000 (inclusive) ~ NT$50,000,000 (exclusive)	-	-	Johnny Shyang-Lin Shen	Johnny Shyang-Lin Shen
NT$50,000,000 (inclusive) ~ NT$100,000,000 (exclusive)	-	-	-	-
Over NT$100,000,000	-	-	-	-
Total	11	11	11	11

Note 1: Mr. Andrew Kuo, Mr. Jerry Tzou, Mr. Derek C.Y. Tien and Ms. Saria Tseng were appointed as new Independent Directors on May 29, 2025.
Note 2: Mr. Kinying Kwan resigned from the position of Chairman, effective May 20, 2025.
Note 3: Mr. Mao-Wei Hung, Mr. Brian Chiang and Mr. Binfu Chuang ceased to serve as an Independent Director on May 29, 2025.

B. Remuneration to Supervisors: It is not applicable as the Company does not have supervisors.

December 31, 2025;Unit: NT$ thousand

C. Remuneration to General Managers and Vice Presidents

Title	Name	Salary(A)	Severance Pay and Pensions (B)	Bonuses and Allowance (C)	Employees' Compensation (D)	Total compensation (A+B+C+D)	Ratio of total compensation (A+B+C+D) to net income after tax(%)	Receipt of remuneration from investor entities other than subsidiaries or from the parent company

		Companies in the Consolidated Financial Statements	The Company	Companies in the Consolidated Financial Statements	Stock
CEO	Johnny Shyang-Lin Shen	262,008	262,008	866	866	-	-	-	-	-	-	262,874	262,874	4.7%	4.7%	N/A
CFO	Daniel Wang
CISO/Vice President	Peter Teng
Sr. Vice President	Dave Hwang
Sr. Vice President	Leo Cheng
Vice President	Hiroyuki Furuzono
Vice President	Robert Chang
Vice President	Brian Chen (Note 1)
Financial Controller	Nancy Chan
Vice President	Andy Lin (Note 2)

Note 1: Mr. Brian Chen became an executive of the Company on November 5,2025.
Note 2: Mr. Andy Lin ceased to serve as an executive of the Company on October 24, 2025.

Remuneration Scale Table

Remuneration Scale to the Company's General Managers and VPs	Name of General Managers and VPs
	The company	Companies in the Consolidated Financial Statements
Under NT$ 1,000,000	-	-
NT$1,000,000 (inclusive) ~ NT$2,000,000 (exclusive)	-	-
NT$2,000,000 (inclusive) ~ NT$3,500,000 (exclusive)	-	-
NT$3,500,000 (inclusive) ~ NT$5,000,000 (exclusive)	-	-
NT$5,000,000 (inclusive) ~ NT$10,000,000 (exclusive)	Andy Lin (Note 1), Hiroyuki Furuzono	Andy Lin (Note 1), Hiroyuki Furuzono
NT$10,000,000 (inclusive) ~ NT$15,000,000 (exclusive)	Nancy Chan, Brian Chen (Note 2), Dave Hwang, Peter Teng	Nancy Chan, Brian Chen (Note 2), Dave Hwang, Peter Teng
NT$15,000,000 (inclusive) ~ NT$30,000,000 (exclusive)	Daniel Wang, Robert Chang, Leo Cheng	Daniel Wang, Robert Chang, Leo Cheng
NT$30,000,000 (inclusive) ~ NT$50,000,000 (exclusive)	Johnny Shyang-Lin Shen	Johnny Shyang-Lin Shen
NT$50,000,000 (inclusive) ~ NT$100,000,000 (exclusive)	-	-
Over NT$100,000,000	-	-
Total	10	10

Note 1: Mr. Andy Lin ceased to serve as an executive of the Company on October 24, 2025.
Note 2: Mr. Brian Chen became an executive of the Company on November 5,2025.

D. Employees' bonus paid to Managerial Officers
December 31, 2025;Unit:NT$ thousand

	Title	Name	Stock Dividend	Cash Dividend	Total	Percentage of the Total Amount to the Net Income After Tax (%)
Executive Officers	CEO	Johnny Shyang-Lin Shen	0	0	0	0%
	CFO	Daniel Wang
	CISO/Vice President	Peter Teng
	Sr. Vice President	Dave Hwang
	Sr. Vice President	Leo Cheng
	Vice President	Hiroyuki Furuzono
	Vice President	Robert Chang
	Vice President	Brian Chen (Note 1)
	Financial Controller	Nancy Chan
	Vice President	Andy Lin (Note 2)

Note 1: Mr. Brian Chen became an executive of the Company on November 5, 2025.
Note 2: Mr. Andy Lin ceased to serve as an executive of the Company on October 24, 2025.

E. Comparison of the remunerations to Directors, General Managers, and VPs in proportion to the net income after tax from the Company and companies included in the consolidated financial statements in the most recent 2 years, and specify the policies, standards, packages, procedures for determining remunerations and correlation with business performance and future risks

The ratio of total remuneration paid by the Company and by all companies included in the consolidated financial statements for the two most recent years to Directors, General Managers, and VPs of the Company to the net income

Title	Ratio of the Total Remuneration Amount to the Net Income After Tax (%)
	2024		2025
	The Company	Companies in the Consolidated Financial Statements	The Company	Companies in the Consolidated Financial Statements
Directors	0.91%	0.91%	0.89%	0.89%
GMs, and VPs	4.41%	4.41%	4.70%	4.70%

The policies, standards, and portfolios for the payment of remuneration, the procedures for determining remuneration, and the correlation with business performance

(1) Directors' remuneration is determined based on their position in the Company, their participation and contribution, as well as the results of their performance evaluation. The criteria for evaluating the performance of the board members covers the following six aspects: Alignment of the goals and missions of the company, Awareness of the duties of a director, Participation in the operation of the company, Management of internal relationship and communication, the Director's professionalism & continuing education and Internal control, promote the company's sustainable development goals (environmental, social, corporate governance aspects), etc., and provide reasonable remuneration. The amount of remuneration should be recommended by the remuneration committee and submitted to the board of directors for approval, and should take into account the director's service scope and value to the company and the domestic and foreign industry standards. According to the company's articles of association, the amount should not exceed 2% of the company's annual profit.

(2) Remuneration to the company's management is determined according to the Company's regulations and HR policies, while taking into account each individual's position, performance and contribution to the company's overall operation, and the achievement rate of sustainable development goals (environmental, social, and corporate governance aspects), and other factors. The remuneration is calculated with reference to industry standards and consideration of the company's future risks. The remuneration of the company's executives is evaluated by the remuneration committee and submitted to the board of directors for approval. The remuneration system and standards will be reviewed and adjusted as needed based on actual business conditions and relevant laws and regulations. To incentivize company's executives to focus on the company's long-term overall performance and achieve sustainable development goals, starting in 2024, the company's sustainable development strategy and goals will be linked to the incentive system for company's executives. The achievement of sustainable goals will be used as a factor in the final performance evaluation, with adjustments of plus or minus 5% based on the final score.

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Management's ESG KPIs are as follows,

Sustainable Development Goals	ESG KPI
Environmental	·Reduce greenhouse gas emissions ·Diversify energy sources, increase the use of renewable energy
Social	·Talent cultivation and development ·Workplace diversity and human rights protection ·Occupational safety and health
Corporate Governance	·Integrity in business and transparent governance ·Green supply chain management ·Board diversity

(3) Correlation between the business performance and future risk exposure

We have established a Remuneration Committee to pay remuneration to directors and managerial officers (including president and vice president). Remuneration is determined by the Remuneration Committee based on the individual's education and experience, the general pay levels in the industry, the individual's degree of contribution to the Company and operational performance, while taking into account the operational risks, transaction risks and financial risks that the Company may face in the future and in accordance with the relevant management regulations. The Remuneration Committee meets at least once a year to review the performance assessment of the directors and managerial officers as well as the remuneration policy, system, standards and structure of the remuneration. The Remuneration Committee assesses and determines remuneration for directors and managerial officers and proposes recommendations on assessment results, which are submitted to the Board meeting for discussion. Therefore, there are no significant future risks.

2.4 Implementation Status of Corporate Governance

2.4.1 Operations of the Board

A total of eight (A) meetings of the Board of Directors were held in 2025 and the current year up to the date of publication of the annual report with their attendance shown as follows.

Title	Name	Attendance in Person (B)	Attendance Rate (%) [B/A]	Remarks
Chairman	Johnny Shyang-Lin Shen	8	100%
Director	Herbert Chang	8	100%
Director	Daniel Wang	8	100%
Independent Director	Andrew Kuo	5	100%	Mr. Andrew Kuo was newly appointed on May 29,2025 and was required to attend five meetings.

Independent Director	Jerry Tzou	4	1	80%	Mr. Jerry Tzou was newly appointed on May 29,2025 and was required to attend five meetings.
Independent Director	Derek C.Y. Tien	5	0	100%	Mr. Derek C.Y. Tien was newly appointed on May 29,2025 and was required to attend five meetings.
Independent Director	Saria Tseng	5	0	100%	Ms. Saria Tseng was newly appointed on May 29,2025 and was required to attend five meetings.
Chairman	Kinying Kwan	3	0	100%	Mr. Kinying Kwan stepped down on May 20,2025 and was required to attend three meetings.
Independent Director	Mao-Wei Hung	3	0	100%	Mr. Mao-Wei Hung stepped down on May 29,2025 and was required to attend three meetings.
Independent Director	Brian Chiang	3	0	100%	Mr. Brian Chiang stepped down on May 29,2025 and was required to attend three meetings.
Independent Director	Binfu Chuang	3	0	100%	Mr. Binfu Chuang stepped down on May 29,2025 and was required to attend three meetings.
Other mentionable items :1. The operation of the Board with any of the following conditions, the date of Board meeting, term, agenda items, all opinions of Independent Directors, and how the company handles opinions of Independent Directors should be stated clearly :(1)For matters specified in Article 14-3 of the Securities Exchange Act.
Date of Board meeting	Term	Agenda items		Opinions of Independent Directors	The Company’s Conduct for the opinions of Independent Directors

| | 02/27/2025 | The 1^{st}in 2025 | • The bonus scheme for the employees and Directors for the year 2024 was approved.
• The monthly remuneration scheme for the Directors for the year 2025 was approved.
• The change of Certified Public Accountant was approved.
• The election of seven new Directors (including four Independent Directors) at the upcoming Annual General Meeting scheduled on May 29, 2025 was approved.
• The prohibition on newly elected Directors at the Annual General Meeting to be released from participating in competitive business was approved. | None | None |
| --- | --- | --- | --- | --- | --- |
| | 04/11/2025 | The 2^{nd}in 2025 | • The list of candidates for Director and the review of their qualifications was approved.
• The proposed Company’s Issuance of Common Shares through Private Placement be approved. | None | None |
| | 05/09/2025 | The 3^{rd}in 2025 | • The termination of Year 2024 private placements of common shares was approved.
• The grant list of 2024 Employee Stock Option was approved.
• The Investment of Brillink Inc. was approved. | None | None |
| | 5/29/2025 | The 4^{th}in 2025 | • The appointment of the Chairman of the Company was approved.
• The appointment of members of the Company’s Audit Committee was approved.
• The appointment of members of the Company’s Remuneration Committee was approved.
• The appointment of members of the Company’s Nomination Committee was approved. | None | None |
| | 08/13/2025 | The 5^{th}in 2025 | • The Change of Authorized Signatory for OBU Bank Account was approved. | None | None |

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			* The training program of the Board Directors was approved.
	11/05/2025	The 6th in 2025	* The evaluation and appointment of Certified Public Accountant was approved.	None	None
	01/30/2026	The 1st in 2026	* The proposed loan to SiPearl was approved.
* The provision of general banking facilities in the principal amount of up to USD140 million to be made available by Standard Chartered Bank (Taiwan) Limited, together with general banking facilities in the principal amount of up to USD360 million by Standard Chartered Bank, Taipei Branch was approved.
* The pledge time deposit to Standard Chartered Bank (Taiwan) Limited and Standard Chartered Bank, Taipei Branch was approved.	None	None
	03/06/2026	The 2nd in 2026	* The bonus scheme for the employees and Directors for the year 2025 was approved.
* The monthly remuneration scheme for the Directors for the year 2026 was approved.
* The establishment of a subsidiary, AshAI.ai Limited was approved.
* The subsequent ratification for the investment of MatX Inc., Kandou AI and Ayar Labs was approved.
* The proposed financing of the Company through the issuance of GDR was approved.
* The proposed Company’s Issuance of Common Shares through Private Placement was approved.
* The amendments to the “Remuneration Committee Charter”, “Procedures for the Acquisition and Disposal of Assets” and “Delegation of Authority” were adopted and approved.	None	None

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(2) Except the former item, other Board resolutions where Independent Directors have expressed opposition or qualified opinions that have been noted in the record or declared in writing: None.

If there are Directors' avoidance of motions in conflict of interest, the Directors' names, contents of motion, causes for avoidance and voting should be specified: Director, Johnny Shyang-Lin Shen and Director, Daniel Wang did not participate in the meeting of the Board of Directors held on February 27, 2025 and March 6, 2026 for discussion and voting on bonuses paid to Executives due to avoidance of conflict of interest. Director Herbert Chang did not participate in the meeting of the Board of Directors held on March 6, 2026 for discussion and voting on lifting the non-compete restriction due to avoidance of conflict of interest.
The information of the Evaluation cycles, evaluation periods, scope and method of evaluation for the Self-evaluation (or Peer evaluation) of the Board of Directors:

Evaluation cycles	Evaluation periods	Scope of Evaluation	Method of Evaluation	Content of Evaluation
Once a year	5/29/2025~12/31/2025	The Board and each board member	The evaluation of the board as a whole and the Self-evaluation of Board members	The evaluation was completed by the first quarter of 2026. The criteria for the evaluation of the board as a whole covers Participation in the operation of the company; Improvement of the quality of the board of directors' decision making; Composition and structure of the board of directors; Election and continuing education of the directors; and Internal control. Moreover, the criteria for the self-evaluation of board members covers Alignment of the goals and missions of the company; Awareness of the duties of a director; Participation in the operation of the company; Management of internal relationship and communication; The director's professionalism and continuing education; and Internal control. The results for the evaluations are both between 5 (Strongly agree) and 4 (Agree). The board members all agree the operation of board was good.
Every three years	1/1/2023~9/12/2024	The Board and each functional committee	An evaluation carried out by an independent external	The evaluation committee members from the Taipei Foundation of Finance think that the overall operations of the company's Board of Directors comply

| | | | | professional organization | with relevant regulatory requirements and offer the following four recommendations:
1. To strengthen the company's corporate governance system, it is advisable to prioritize the establishment of operational guidelines for financial and business dealings with related parties. These should be disclosed on the company website to safeguard shareholders' rights and interests.
2. The current independent directors of the company have served more than three consecutive terms. It is recommended that the next Board of Directors consider a partial re-election and the inclusion of female directors to enhance board functionality and diversity.
3. In response to the company's rapid overall growth, it is suggested to develop a comprehensive and clearly defined succession plan for directors and senior management. This plan should be reviewed and adjusted regularly as needed and may be appropriately disclosed on the company website.
4. As the company's operations continue to grow annually, risk management should be further strengthened. It is recommended to appropriately increase staffing in audit and information security functions. In light of international trends in sustainable development, the company may consider reassigning the CFO's dual role as corporate governance supervisor to enhance the effectiveness of governance-related practices. |
| --- | --- | --- | --- | --- | --- |

Measures taken to strengthen the functions of the Board (such as the establishment of audit committee, enhancement on information transparency) during the current year and past year and evaluation of measures :

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The Audit Committee and Remuneration Committee were established on Oct. 29, 2010 and May 18, 2011 respectively and have assisted the Board in fulfilling its responsibilities in accordance with the Audit Committee Charter and Remuneration Committee Charter.

In order to improve the operation efficiency of the board of directors, we have established “Regulations Governing the Board Performance Evaluation” on March 6, 2020 to enhance the company’s board functions.

The attendance of Independent Directors

◎: Attend in Person; ☆: Proxy; *: Absent

Term Name	The 1^{st} in 2025	The 2^{nd} in 2025	The 3^{rd} in 2025	The 4^{th} in 2025	The 5^{th} in 2025	The 6^{th} in 2025	The 1^{st} in 2026	The 2^{nd} in 2026	Remark
Mao-Wei Hung	◎	◎	◎						Stepped down on May 29,2025
Brian Chiang	◎	◎	◎						Stepped down on May 29,2025
Binfu Chuang	◎	◎	◎						Stepped down on May 29,2025
Andrew Kuo				◎	◎	◎	◎	◎	Newly appointed on May 29,2025
Jerry Tzou				◎	☆	◎	◎	◎	Newly appointed on May 29,2025
Derek C.Y, Tien				◎	◎	◎	◎	◎	Newly appointed on May 29,2025
Saria Tseng				◎	◎	◎	◎	◎	Newly appointed on May 29,2025

2.4.2 Operation of Audit Committee

A total of eight (A) Audit Committee meetings were held in 2025 and the current year up to the date of publication of the annual report. Records of attendance by independent directors are shown as follows :

Title	Name	Attendance in Person (B)	Attendance Rate (%) [B/A]	Remarks
Independent Director	Andrew Kuo	5	100%	Mr. Andrew Kuo was newly appointed on May 29,2025 and was required to attend five meetings.
Independent Director	Jerry Tzou	5	100%	Mr. Jerry Tzou was newly appointed on May 29,2025 and was required to attend five meetings.
Independent Director	Derek C.Y. Tien	5	100%	Mr. Derek C.Y. Tien was newly appointed on May 29,2025 and was required to attend five meetings.
Independent Director	Saria Tseng	5	100%	Ms. Saria Tseng was newly appointed on May 29,2025 and was required to attend five meetings.
Independent Director	Mao-Wei Hung	3	100%	Mr. Mao-Wei Hung stepped down on May 29,2025 and was required to attend three meetings.
Independent Director	Brian Chiang	3	100%	Mr. Brian Chiang stepped down on May 29,2025 and was required to attend three meetings.
Independent Director	Binfu Chuang	3	100%	Mr. Binfu Chuang stepped down on May 29,2025 and was required to attend three meetings.

Other mentionable items :

The main function of the Committee is to supervise the following matters :
(1) The reliability and integrity of the financial report of the Company.
(2) Appointment (and dismissal), independence and performance of certified public accountants of the Company.
(3) The effective implementation of the internal control system of the Company.
(4) Compliance with relevant laws and regulations of the Company.
(5) Management of the existing or potential risks of the Company.
Review financial reports
The Company prepared 2025 Business Report, Consolidated Financial Statements, and Dividend Distribution proposal. The Consolidated Financial Statements have been duly audited by Deloitte & Touche. The above Business Report, Consolidated Financial Statements and Dividend Distribution proposal have been examined and approved by the Audit Committee.
Evaluation the effectiveness of the internal control system
The audit committee evaluated the effectiveness of the policies and procedures of the company's internal control system (including financial, operational, risk management, information security, outsourcing, compliance by laws and regulations, etc.) and reviewed the periodic reports from the company's audit department, CPA and executives. The audit committee believes that the company's risk management and internal control system were effective, and the company already supervised and corrected illegal behaviors through a control mechanism.
Appointment of CPA
In order to ensure the independence and suitability of certified accounting firms, the company evaluates the independence and competence of the CPA based on the Accountants' Professional Ethics No. 10 "Integrity, Fairness, Objectivity, and Independence" and Audit Quality Indicators (AQIs). The

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independence and competence of CPA Chien-Liang Liu and Li-Chun Chang of Deloitte & Touche were deliberated and approved by the audit committee on November 5, 2025.

The operation of the Audit Committee with any of the following conditions, the dates of Audit Committee, sessions, contents of motion, the content of objection, reservation or major suggestion provided by Independent Director, resolutions of the Audit Committee and the company's response to the Audit Committee's opinion should be specified :

(1) For matters specified in Article 14-5 of the Securities and Exchange Act.

Date of Audit Committee	Term	Contents of Motion	Content of objection, reservation or major suggestion provided by Independent Director	Resolutions of Audit Committee	The conduct of the Company for the comments from Audit Committee
02/27/2025	The 1^{st} in 2025	• The consolidated financial statement for the year ended December 31, 2024 of the Company was approved.
• The proposal of 2024 Dividend Distribution was approved.
• The business report for 2024 was approved.
• The Internal Control System Statement for the year ended December 31, 2024 of the Company was approved.
• The change of Certified Public Accountant was approved.
• The evaluation report on the independence and qualifications of the CPA engaged by the Company, with reference to Audit Quality Indicators (AQIs), was approved.	None	They were approved by Audit Committee.	None
04/11/2025	The 2^{nd} in 2025	• The proposed company’s issuance of common shares through private placements was approved.	None	It was approved by Audit Committee.	None
05/09/2025	The 3^{rd} in 2025	• The consolidated financial statement for the period ended March 31, 2025 of the Company was approved.
• The termination of Year 2024 private placements of common shares was approved.	None	They were approved by Audit Committee.	None

| | | | * The grant list of 2024 Employee Stock Option was approved.
* The Investment of Brillink Inc. was approved. | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | 05/29/2025 | The 4^{th} in 2025 | * The election of the Convener and Chairperson of the Audit Committee was approval. | None | It was approved by Audit Committee. | None |
| | 08/13/2025 | The 5^{th} in 2025 | * The consolidated financial statement for the year ended June 30, 2025 of the Company was approved. | None | It was approved by Audit Committee. | None |
| | 11/05/2025 | The 6^{th} in 2025 | * The consolidated financial statement for the period ended September 30, 2024 of the Company was approved.
* The evaluation and appointment of Certified Public Accountant were approved. | None | They were approved by Audit Committee. | None |
| | 01/30/2026 | The 1^{st} in 2026 | * The proposed loan to SiPearl was approved. | None | It was approved by Audit Committee. | None |
| | 03/06/2026 | The 2^{nd} in 2026 | * The consolidated financial statement for the year ended December 31, 2025 of the Company was approved.
* The proposal for the 2025 Dividend Distribution was approved.
* The Internal Control System Statement for the year ended December 31, 2025 of the Company was approved.
* The business report of 2025 was approved.
* The establishment of a subsidiary, AshAI.ai Limited was approved.
* The proposed financing of the Company through the issuance of GDR was approved.
* The proposed Company’s Issuance of Common Shares through Private Placement was approved.
* The amendments to the “Procedures for the | None | They were approved by Audit Committee. | None |

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		Acquisition and Disposal of Assets” and “Delegation of Authority” were adopted and approved.

(2) Except the former item, other resolutions which were not approved by the Audit Committee but were approved by two thirds or more of all directors : None.

If there are Independent Directors’ avoidance of motions in conflict of interest, the Directors’ names, contents of motion, causes for avoidance and voting should be specified : None.
Communication between Independent Directors and Internal Auditors and Accounts (including major items, methods, and results that were communicated concerning the company’s financial and business situations):

The Internal Auditor submits the Internal Audit Report to each Independent Director monthly for review and reports in Board meeting quarterly for the audit operations and the implementation status. If there are any special circumstances, the Internal Auditors will immediately notify the audit committee.

Date	Communication material	Result of Communication
Feb. 27, 2025
Audit Committee	2024 Q4 Audit report	The communication between Independent Director and Internal Auditor was good.
May 9, 2025
Audit Committee	2025 Q1 Audit report	The communication between Independent Director and Internal Auditor was good.
Aug. 13, 2025
Audit Committee	2025 Q2 Audit report	The communication between Independent Director and Internal Auditor was good.
Nov. 5, 2025
Audit Committee	2025 Q3 Audit report	The communication between Independent Director and Internal Auditor was good.
Mar. 6, 2026
Audit Committee	2025 Q4 Audit report	The communication between Independent Director and Internal Auditor was good.

The Company’s Certified Public Accountant reported the audit results on 2025 financial statements and other communication matters required by relevant laws and regulations in the meeting of the audit committee on Mar. 6, 2026. The communication between the Audit Committee and the CPAs has been good.

Date	Communication material	Result of Communication
Feb. 27, 2025
Audit Committee	Reported the audit result for 2024 consolidated financial statements and had discussion and communication for Key Audit Matters, including any findings and suggestions.	The communication between Independent Directors and CPAs was good.
May 9, 2025
Audit Committee	Reported the review result for 2025Q1 consolidated financial statements, including any findings and suggestions.	The communication between Independent Directors and CPAs was good.
Aug. 13, 2025
Audit Committee	Reported the audit result for 2025Q2 consolidated financial statements and had discussion and communication for Key Audit Matters, including any findings and suggestions.	The communication between Independent Directors and CPAs was good.
Nov. 5, 2025
Audit Committee	Reported the review result for 2025Q3 consolidated financial statements, the	The communication between Independent Directors and CPAs was good.

		assessment of auditor independence, including any findings and suggestions.
	Mar. 6, 2026 Audit Committee	Reported the audit result for 2025 consolidated financial statements and had discussion and communication for Key Audit Matters, including any findings and suggestions.	The communication between Independent Directors and CPAs was good.

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2.4.3 Corporate governance implementation status and deviations from the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and the reason for any such deviation

Evaluation items	Implementation Status			Deviations from the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and Reasons
	Yes	No	Brief Description
I. Does the company establish and disclose the Corporate Governance Best Practice Principles based on "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies"?	V		The Company has considered the Company's operations and formulated the "Corporate Governance Principles" based on the "Corporate Governance Best Practice Principles for the TWSE/TPEx Listed Companies" and approved by the board of directors. The Company has complied with the principle in accordance with relevant laws and regulations, and disclosed them on the Market Observation Post System and the Company's website.	None.
II. Shareholding Structure & Shareholders' rights
1. Does the company have an Internal Operation procedure for appropriate handling shareholders' suggestions, inquiries, disputes and litigation matters, and implement them in accordance with the procedures?
2. Does the company possess a list of major shareholders and beneficial owners of these major shareholders?
3. Has the company built and executed a risk management system and firewall between the Company and its affiliates?	V
V
V		1. The spokesperson of the Company deals with shareholders' suggestions and disputes, and coordinates the relevant departments for Internal Operation procedures implementation.
2. The Company tracks the shareholdings of directors, officers, and shareholders holding more than 10% of the outstanding shares of the Company.
3. The Company has formulated the "Operating Procedures for the Group, Specific Companies, and Related Parties Transactions" to clearly identify the division of authority and responsibility between it and its affiliated enterprises with respect to management of personnel, assets, and financial matters, established independent financial systems among affiliated enterprises, and scrupulously operated risk control and firewalls mechanism through the internal audit system.	None.
None.
None.

Evaluation items	Implementation Status			Deviations from the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons
	Yes	No	Brief Description
4. Has the company established internal rules prohibiting insiders trading on undisclosed information?	V		4. To protect shareholders' rights and ensure equal treatment, the Company has established the "Procedures for Handling Material Inside Information and Prevention of Insider Trading" This policy prohibits insiders from trading securities based on non-public market information. The Company also provides training for company's insiders regularly. Additionally, the Company's "Corporate Governance Best Practice Principles" set regulations for stock trading restrictions by insiders. Insiders are prohibited from trading the company's stock during the blackout periods, which are 30 days before the annual financial report release and 15 days before the quarterly financial report announcements.	None.
III. Composition and Responsibilities of the Board of Directors1. Has the Board established a diversification policy, the specific management goals and has it been implemented accordingly?	V		1. The Board consists of seven directors, in which four of them are Independent Directors has adopted in accordance with the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies". The Company has stated the diversification policy for composition of the Board members in Corporate Governance Best Practice Principles and adopted the policy. To achieve better corporate governance, each Board member has his own specialized field and knowledge of industry. The specific goal for the diversification policy on the Board members of the Company and the achievement in 2025 are stated below.(1) Basic requirements and values: The board members are all Taiwanese, and four of them	None.

Evaluation items	Implementation Status	Deviations from the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons
Yes	No	Brief Description

Name	Item of Diversity
Nationality	Management	Leadership
Johnny Shyang-Lin Shen	U.S.A/R.O.C	v
Herbert Chang	R.O.C	v

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Evaluation items	Implementation Status								Deviations from the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons
	Yes	No	Brief Description
2. Other than the Remuneration Committee and the Audit Committee which are required by law, does the Company plan to set up other Board committees?3. Does the company establish methodology for evaluating the performance of its Board Directors, on an annual basis and submit the results of performance assessments to the Board of Directors and use them as reference in determining compensation for individual Directors, their nomination and additional office term.?	V	V	Daniel Wang	R.O.C	V	V	V		None.
			Andrew Kuo	R.O.C	V	V		V
			Jerry Tzou	U.S.A/R.O.C	V	V	V
			Derek C.Y. Tien	U.S.A/R.O.C	V	V	V	V
			Saria Tseng	U.S.A/R.O.C	V	V	V
			2.The Company has set up Remuneration Committee, Audit Committee and Nomination Committee.3. The Company conducts performance evaluations of the Board of Directors in accordance with the “Regulations Governing Board Performance Evaluation” as set forth in the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies. Internal performance evaluations are conducted annually, while external performance evaluations are conducted at least once every three years by an independent external professional institution or a team of external experts and scholars, and are completed by the end of the first quarter of the following year.The performance evaluation of the Board of Directors covers the following five key aspects:(1) Level of participation in the Company’s operations.(2) Enhancement of the quality of Board decision-making.(3) Composition and structure of the Board.

Evaluation items	Implementation Status
	Yes	No	Brief Description
			(4) Election of directors and continuing education.
(5) Internal control.
The performance evaluation of individual Board members includes the following criteria:
(1) Understanding of the Company’s objectives and missions.
(2) Awareness of directors’ responsibilities.
(3) Level of participation in the Company’s operations.
(4) Management of internal relationships and communication.
(5) Professional expertise and continuing education.
(6) Internal control.
The performance evaluation of the Remuneration Committee and the Nomination Committee include the following criteria:
(1) Level of participation in the Company’s operations.
(2) Quality of decision-making of functional committees.
(3) Enhancement of the quality of decision-making of functional committees.
(4) Composition of functional committees and selection of members.
The performance evaluation of the Audit Committee includes the following criteria:
(1) Level of participation in the Company’s operations.
(2) Quality of decision-making of functional committees.

Evaluation items	Implementation Status	Deviations from the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons
Yes	No	Brief Description
4. Does the company regularly evaluate the independence of CPAs?	V
(4) Composition of functional committees and selection of members.
(5) Internal control.
The Company completed the performance evaluations for the Board of Directors, individual directors, the Remuneration Committee, the Nomination Committee, and the Audit Committee for the year 2025 (covering the period from May 29, 2025 to December 31, 2025) in January 2026, and reported the results to the Board of Directors on March 6, 2026. The evaluation scores for the year ranged between 4.6 and 5.0, indicating a sound overall performance.
4. At least once a year, the Company evaluates the independence, suitability, and appointment of CPAs in accordance with the Audit Quality Indicator (AQI) provided by CPAs. At the same time the Company required CPAs to provide the “Statement of Independence” to evaluate CPAs’ compliance with the Company’s independence standards (please refer to the table below). The most recent evaluation was approved by the Audit Committee on Nov. 5, 2025, which was submitted to the Board and was approved on the same day.	None.
Evaluation Item	Evaluation Result	Compliance with Independence
Do the audit team members and/or his/her spouse and dependent relative(s) have any direct or significantly	No	Yes

Implementation Status
Yes	No	Brief Description
		indirect financial interest relationship with the Company?
		Do the audit team members and/or his/her spouse and dependent relative(s) have any business relationship that affects the CPA’s independence with the Company's directors and managerial officers?	No	Yes
		During audit periods, do the audit team members and/or his/her spouse and dependent relative(s) serve as the Company’s directors/managerial officers, or hold position which can have direct and significantly influence on auditing?	No	Yes
		Do the audit team members have a spouse, lineal blood relative, immediate affinity or collateral relative by blood within the second-degree relationship with any of the Company’s directors/managerial officers?	No	Yes
		Do the audit team members receive any significant gifts or	No	Yes

Evaluation items	Implementation Status					Deviations from the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons
	Yes	No	Brief Description
			presents from the Company’s directors, managerial officers, or major shareholders (with a value exceeding the standard of general social etiquette)?
			Do the audit team members identify any violations of independence or unresolved conflicts of interest while performing the necessary independence/ conflict of interest procedures?	No	Yes
IV.Does the company an adequate number of corporate governance personnel with appropriate qualifications and appoint a chief corporate governance officer to be in charge of corporate governance affairs (including but not limited to furnish information required for business execution by directors and supervisors, assisting directors and supervisors with legal compliance, handle matters relating to board meetings and shareholders meetings according to laws)?	V		The Company has set up a part time corporate governance personnel to be in charge of corporate governance affairs.			None.
V. Has the company established a means of communicating with its stakeholders (including but not limited to shareholders, employees, customers and suppliers) or created a Stakeholders Section on its company website? Does the company respond to stakeholders’ questions on corporate responsibilities?	V		The Company has established a Stakeholders Section on its website to disclose stakeholder identities, issues of concern, communication channels, response mechanisms, and designated contact persons, in order to provide stakeholders with channels for communication, as well as for filing complaints and reporting concerns.			None.

Evaluation items	Implementation Status			Deviations from the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons
	Yes	No	Brief Description
VI. Has the company appointed a professional registrar for its Shareholders’ meetings?	V		The Company has appointed the Stock Affairs Agency of CTBC Bank as our registrar for our Shareholders’ meetings.	None.
VII. Information disclosure1. Has the company set up a website to disclose information regarding its finances, operations, and corporate governance status?	V		1. The Company has set up a website in Chinese/English (https://www.alchip.com) which discloses the information regarding Company’s finances, operations and corporate governance status. In addition, the Company also discloses the relevant information on the Market Observation Post System.	None.
2. Does the company use other information disclosure the channels (e.g. maintaining an English-language website, assigning staff to handle information collection and disclosure, appointing spokespersons, webcasting investors conference etc.)?	V		2. The Company has set up a website in English, assigned personnel exclusively to handle information collection and disclosure, such as the information of investor conference. The Company also established a spokesperson system as required by regulations.	None.
3. Does the Company announce and report annual financial statements within two months after the end of the fiscal year, and announce the first, second and third quarter financial statements as well as the operating status of each month before the prescribed deadline?	V		3. While the Company did not announce and report annual financial statements within two months after the end of the fiscal year, the Company follows relevant regulations to report financial statement and operating status within prescribed deadline.	Though the Company did not announce and report financial statements earlier, the Company announced and reported annual financial statements within the prescribed deadline.
VIII. Does the company have other information that would help better understand the Company’s implementation of corporate governance? (including but not limited to employee rights and benefits, employees caring, investor relations, supplier relationship, the rights of related parties, continuing education for directors and supervisors, implementation of risk management policies and risk assessment standards, implementation of customer policies, liability	V		1. The Company has formulated and implemented relevant regulations in accordance with government acts regarding labor, welfare, safety, and health to protect employee rights and benefits and care employees’ well-being.2. In accordance with applicable public company rules, the Company discloses the Company’s business operations and financial status for investors and maintains investor relations by properly dealing with inquiries from investors.	None.

Evaluation items	Implementation Status
	Yes	No	Brief Description
insurance purchased by the Company directors and supervisors)?			3. The Company arranges for Directors to attend annual training programs provided by institutions designated by the competent authority.
4. The Company annually purchases D&O Insurance for Directors and Independent Directors to reduce risks.
IX. In terms of the corporate governance evaluation results which have been disclosed by the Corporate Governance Center of Taiwan Stock Exchange in the most recent year, describe the improved items and present the actions and amendments for unimproved items.
1. Improved items :
• The Company completed a board re-election in 2025, during which certain independent directors were replaced (including the appointment of one female independent director), to ensure compliance with regulations regarding the number of independent directors serving more than three consecutive terms.
• The Company’s 2024 Sustainability Report and greenhouse gas inventory have been subject to third-party assurance, thereby enhancing the reliability of the disclosed information.
2. Remedy for unimproved items :
• Enhancing awareness and compliance with reporting requirements for changes in insider shareholdings.

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2.4.4 Composition, responsibilities and operations of the Remuneration Committee shall be disclosed if the company has a Remuneration Committee in place

The purpose of the Company’s Remuneration committee is to assist the Board of Directors in implementation and evaluation of the Company’s overall compensation and benefits policies and remuneration to managerial officers.

A. Information on members of Remuneration Committee

Identity	Name	Professional Qualifications and Experience	Independence Criteria	Remarks
Convener	Andrew Kuo	The Committee consists of four independent directors. Please refer to page 10~11 for their professional qualification and work experience	Please refer to page 10~11 in this report.	(Note)
Committee Member	Jerry Tzou
Committee Member	Derek C.Y. Tien
Committee Member	Saria Tseng

Note: The Committee shall faithfully perform the following duties and present its recommendations to the board of directors for discussion.

(1) Periodically reviewing this Charter and making recommendations for amendments.
(2) Establishing and periodically reviewing the annual and long-term performance goals for the directors, supervisors, and managerial officers of this Corporation and the policies, systems, standards, and structure for their compensation.
(3) Periodically assessing the degree to which performance goals for the directors, supervisors, and managerial officers of this Corporation have been achieved, and setting the types and amounts of their individual compensation.

B. Operations of the Remuneration Committee

(1) The Company’s remuneration committee consists of four members.
(2) The term of the previous committee: From June 10, 2022 to May 28, 2025. The remuneration committee chair, Mr. Mao-Wei Hung convened the regular meeting once (A) in Year 2025.
(3) The members’ term of office for this session: From May 29, 2025 to May 28, 2028. The remuneration committee chair, Mr. Derek C.Y. Tien convened the regular meeting once (A) in Year 2025.

Attendance of the Remuneration Committee members is as follows:

Title	Name	Attendance in Person(B)	Actual Attendance Rate (%) (B/A)	Remarks
Convener	Mao-Wei Hung	1	100%	Mr. Mao-Wei Hung stepped down on May 29,2025 and was required to attend one meeting.
Committee Member	Brian Chiang	1	100%	Mr. Brian Chiang stepped down on May 29,2025 and was required to attend one meeting.
Committee Member	Binfu Chuang	1	100%	Mr. Binfu Chuang stepped down on May 29,2025 and was required to attend one meeting.
Convener	Derek C.Y. Tien	1	100%	Mr. Derek C.Y. Tien was newly appointed on May 29,2025 and

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					was required to attend one meeting.
Committee Member	Andrew Kuo	1	0	100%	Mr. Andrew Kuo was newly appointed on May 29,2025 and was required to attend one meeting.
Committee Member	Jerry Tzou	1	0	100%	Mr. Jerry Tzou was newly appointed on May 29,2025 and was required to attend one meeting.
Committee Member	Saria Tseng	1	0	100%	Ms. Saria Tseng was newly appointed on May 29,2025 and was required to attend one meeting.
Other mentionable items :
1. The resolutions of Remuneration Committee:
The date of Remuneration Committee	The Committee	Motions		Resolutions	The conduct of the Company for the comments from Audit Committee
2/27/2025	The 1st in 2025	• The bonus scheme for the employees and Directors for the year 2024 was approved.
• The remuneration packages for the senior managers (executives) for the year 2025 were approved.
• The monthly remuneration scheme for the Directors for the year 2025 was approved.		They were approved by Remuneration Committee.	None.
5/29/2025	The 2nd in 2025	• The election of the Convener and Chairperson of the Remuneration Committee was approval.		It was approved by Remuneration Committee.	None.
2. If the Board of Directors declines to adopt, or modifies a recommendation of the remuneration committee, the date of board meeting, term, agenda items, results of resolutions of the remuneration committee, and how the company handles opinions of the remuneration committee should be stated clearly (If the remuneration approved by the Board of Directors is better than the recommendation of the remuneration committee, the difference and the reason should be stated clearly.): No such situation occurred.
3. If resolutions of the remuneration committee are objected by members or become subject to a qualified opinion, which have been recorded or declared in writing, then the date of the meeting, the session, the nature of the motion, all members’ opinions and the response to members’ opinion should be specified: No such situation occurred.

2.4.5 Composition, responsibilities and operations of the Nomination Committee

Qualifications and Responsibilities of the Nomination Committee

The Company’s Nomination Committee has been appointed by the Board of Directors. Its members possess professional expertise and integrity, and a majority of them are independent directors to ensure independence and objectivity. The Committee is primarily responsible for establishing selection criteria

for directors and executives, reviewing candidates' qualifications, and periodically reviewing directors' continuing education programs as well as succession plans for directors and executives.

Professional Qualifications and Experience of the Nomination Committee Members, and Its Operations

(a) The Company's Nomination Committee consists of three members.
(b) The term of the previous committee: From November 1, 2024 to May 28, 2025. The nomination committee chair, Mr. Mao-Wei Hung convened the regular meeting once (A) in Year 2025.
(c) The members' term of office for this session: From May 29, 2025 to May 28, 2028. The nomination committee chair, Mr. Andrew Kuo convened the regular meeting three times (A) in Year 2025.

Attendance of the Nomination Committee members is as follows:

Title	Name	Professional Qualifications and Experience	Attendance in Person(B)	Actual Attendance Rate (%)	Remark
Convener	Mao-Wei Hung	Finance, Accounting, Business management, and Leadership decision-making	1	100%	Mr. Mao-Wei Hung stepped down on May 29,2025 and was required to attend one meeting.
Committee	Brian Chiang	Business management, Leadership and Industry experience	1	100%	Mr. Brian Chiang stepped down on May 29,2025 and was required to attend one meeting.
Convener	Andrew Kuo	Please refer to page 10~11 for their professional qualification and experience	3	100%	Mr. Andrew Kuo was newly appointed on May 29,2025 and was required to attend three meetings.
Committee	Derek C.Y. Tien		3	100%	Mr. Derek C.Y. Tien was newly appointed on May 29,2025 and was required to attend three meetings.
Committee	Johnny Shyang Lin Shen		4	100%

Other Disclosable Matters:

Date	Term	Motions	Resolutions of Audit Committee	The conduct of the Company for the comments from Audit Committee
4/11/2025	The 1stin 2025	• The list of candidates for Director and the review of their qualifications was approved.	It was approved by Nomination Committee	None.
5/29/2025	The 2ndin 2025	* The election of the Convener and Chairperson of the Nomination Committee was approval.	It was approved by Nomination Committee	None.
8/13/2025	The 3rdin 2025	* The appointment of Chief Information Security Officer was approved. * The training program of the Board Directors was approved.	They were approved by Nomination Committee	None.
11/5/2025	The 4thin 2025	* The appointment of the Vice President of Supply Chain Management was approved.	It was approved by Nomination Committee	None.
3/6/2026	The 1stin 2026	* The appointment of the CBO and GM of NABU was approved.	It was approved by Nomination Committee	None.

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2.4.6 Sustainable Development and Deviations from the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" and Reasons

Systems and measures that the company has adopted with respect to environmental protection, community participation, contributions to society, services to society, social and public interests, consumer rights and interests, human rights, safety and health, and other corporate social responsibilities and activities, and the state of implementation.

Key Initiatives	Status of Implementation			Deviations from the “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons
	Yes	No	Brief Description
I. Does the company establish an exclusively (or concurrently) dedicated unit to be in charge of proposing and enforcing sustainable development, have top management be authorized to handle it by the Board of Directors, and to report to the Board of Directors on a periodic basis?	V		The company established the Sustainability Development Committee in November 2024. The committee is responsible for promoting sustainable operations, strengthening corporate governance, implementing environmental protection measures, and fulfilling corporate social responsibility. The Board of Directors authorized the CEO to serve as the Chairperson of the committee, with the Head of Corporate Governance acting as the convener. Senior executives from the R&D, Supply Chain Management, Sales, Legal, Finance, and Human Resources departments serve as committee members. Under the committee, five working groups have been established: Sustainable Environment Group、Innovation Management Group、Social well-being and Friendly Workplace Group、Partner Co-Prosperity Group and Corporate Governance Group. These groups work collaboratively to review the implementation of sustainability efforts and set key focuses and objectives based on the company's operations and issues of concern to external stakeholders. The committee reports to the Board of Directors at least once every six months on the execution results of the current year and plans for future initiatives.	None.

Key Initiatives	Status of Implementation
	Yes	No	Brief Description
II. Does the company, in its corporate management guidelines and business operations, give due consideration to the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society and corporate governance?	V		The Sustainability Development Committee conducts analyses based on the materiality principle outlined in the ESG Report. It engages in communication with internal and external stakeholders and reviews domestic and international research reports, literature, and integrates assessment data from various departments and subsidiaries. Through this process, the committee evaluates material ESG (Environmental, Social, and Governance) issues and establishes risk management policies for effectively identifying, measuring, assessing, monitoring, and controlling these risks. It also implements concrete action plans to mitigate the impact of related risks.
(1) Environmental issues:
• The Company keeps promoting and executing carbon reduction and other waste management policies to achieve the goal of carbon reduction.
(2) Social issues:
• Occupational Safety: regularly participate firefighting drills and disseminate knowledge of occupational safety. The Company also conducts employee health examinations regularly to reduce employee's health risks.
• Product Safety: conduct customer satisfaction survey annually to improve quality of products and service.
(3) Corporate Governance:
• Social economic and Legal compliance: In order to ensure that all personnel of the Company can comply with relevant laws and regulations, the internal norms are set up and the internal control is implemented.
• Strengthen the functions of Directors:	None.

Key Initiatives	Status of Implementation			Deviations from the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" and Reasons
	Yes	No	Brief Description
			(1) Provide training and update regulations and information to Directors.
(2) The Company annually purchases D&O Insurance for Directors and Independent Directors to reduce risks.
• Stakeholder Communication: The company has set up a communication window on website for stakeholders and properly responds and handles their concern issues. In addition, the spokesperson of the Company is responsible for handling investor-related issues.
III. Environmental issues
1. Does the company establish a proper environment management system based on the characteristics of its industry?	V		1. Since the Company has no industrial pollution, we continuously focus on environmental protection and energy conservation, and reduce sanitary waste to achieve the goal for energy conservation and carbon reduction.	None.
2. Does the company endeavor to raise energy efficiency and use renewable materials that have a low impact on the environment?	V		2. The Company actively propels various energy-saving and carbon reduction measures such as utilizing energy-saving equipment to enhance the efficiency of energy usage.	None.
3. Does the company evaluate the climate change on its potential risk and chance for now and future and take action which is related to the issues of climate?	V		3. The Company has assessed the potential risks posed by climate change and has implemented corresponding mitigation measures. For detailed information, please refer to Alchip's 2025 ESG Report.	None.
4. Does the company count the emissions of greenhouse-gas, water consumption and total weight of wastewater in the past two years and set the policies for energy conservation and carbon reduction, greenhouse-gas reduction and water or other waste management?	V		4. Since 2022, the Company has voluntarily conducted inventories and management of greenhouse gas emissions, water consumption, and waste. The greenhouse gas inventory has been carried out in accordance with the ISO 14064-1:2018 standard and has been externally verified for the Company's operations in Taiwan. For detailed information on energy	None.

Key Initiatives	Status of Implementation			Deviations from the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" and Reasons
	Yes	No	Brief Description
			conservation and carbon reduction measures, greenhouse gas reduction performance, historical greenhouse gas emissions, water consumption, total waste generation, and related management policies, please refer to Alchip's 2025 ESG Report.
IV. Social issues1. Does the company adopt relevant management policies and processes in compliance with relevant laws and regulations, and the International Bill of Human Rights?	V		1. Alchip Technologies upholds the core value of "people-oriented" management and adheres to international standards including the Universal Declaration of Human Rights (UDHR), the United Nations Guiding Principles on Business and Human Rights (UNGP), the UN Global Compact (UNGC), the OECD Guidelines for Multinational Enterprises, the Responsible Business Alliance (RBA) Code of Conduct, and Social Accountability International (SAI). The Company is committed to complying with international human rights conventions and fundamental labor rights principles. Across all global operations, we adhere to local regulations and treat all personnel—including employees, contractors, temporary staff, and interns—with fairness and respect. We also require our supply chain partners to follow the same standards by promoting gender equality and freedom of association, prohibiting the use of conflict minerals, and supporting vulnerable groups. Furthermore, we are dedicated to eliminating all forms of discrimination, child labor, and forced labor, and to creating a safe and comfortable working environment. To ensure systematic implementation, we have established a human rights governance structure with the Board of Directors as the highest authority, led by the Sustainability Committee's cross-departmental Human Rights Working Group, which integrates core functions such as R&D,	None.

Key Initiatives	Status of Implementation			Deviations from the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" and Reasons
	Yes	No	Brief Description
2. Does the company set and implement a reasonable employee benefit plan (including remuneration, leaves and other benefits) and reflect the corporate business performance or achievements in the employee remuneration?	V		supply chain, quality management, sales, legal, finance and human resources. By deeply embedding Diversity, Equity, and Inclusion (DEI) values, Alchip not only strives to increase the proportion of female managers but also maintains rigorous sexual harassment prevention and grievance mechanisms, resulting in zero incidents of human rights violations or sexual harassment in 2025. To cultivate a family-friendly workplace, the company proactively provides benefits that exceed statutory requirements, such as full-pay sick leave, flexible leave, and contracted childcare services. Furthermore, we have established a comprehensive support and reinstatement mechanism for parental needs, assisting colleagues in balancing family and career through flexible working hours and professional nursing consultations. In 2025, two employees applied for parental leave, demonstrating our commitment to supporting seamless reintegration into the workforce and co-creating a "Happy Enterprise" for sustainable growth. 2. The Company has established employee welfare programs that exceed statutory requirements: (1) Compensation System: In Taiwan, employees receive a fixed salary equivalent to 14 months per year. Salaries are reviewed and flexibly adjusted annually based on the Company's operating performance, market compensation benchmarks, and individual annual performance evaluations, ensuring competitive pay and a long-term commitment to outstanding talent. (2) Performance-Linked Bonus and Profit-Sharing System: The Company links its profitability with departmental and individual performance. In accordance with the Articles of	None.

Key Initiatives	Status of Implementation			Deviations from the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" and Reasons
	Yes	No	Brief Description
			Incorporation, if the Company generates profits, no less than 1% of the current year's profit (defined as profit before tax, prior to the allocation of employee and director remuneration) shall be allocated as employee compensation. Through competitive bonuses and profit-sharing, the Company rewards outstanding contributors (including entry-level employees) and ensures a win-win outcome for both employees and the Company. For 2025, the Company has estimated employee compensation at USD 9,000,000, calculated at 3.98% of profit before tax prior to the allocation of employee and director remuneration. (3) Pension System: For employees covered under the old pension scheme of the Labor Standards Act, the Company makes monthly contributions to a pension reserve fund deposited in a dedicated account at the Central Trust of China, supervised by the Company's Labor Pension Reserve Supervisory Committee. For employees covered under the new pension scheme pursuant to the Labor Pension Act, the Company contributes 6% of the employee's monthly salary to the individual labor pension account in accordance with the law. Employees may apply for retirement upon reaching the statutory retirement age. (4) Employee Insurance: The Company provides statutory labor and health insurance and also offers employees complimentary group insurance, including life insurance, accident insurance, medical insurance, and cancer insurance.

Key Initiatives	Status of Implementation
	Yes	No	Brief Description
			(5) Leave Policy Exceeding Statutory Requirements: To assist employees in achieving work-life balance, Alchip provides a leave system that exceeds the standards set by the Labor Standards Act, including full-pay sick leave and a flexible leave mechanism. This initiative aims to grant employees greater autonomy over their time, ensuring they receive adequate rest and family care support while pursuing technological innovation.
(6) Safe and Healthy Work Environment: The Company provides a safe and healthy working environment, conducts regular employee health check-ups, and offers workplace safety education. In compliance with the Occupational Safety and Health Act and related regulations, the Company has established an annual health service plan. This plan is implemented and managed across four major areas to prevent occupational injuries and ensure a safe and healthy workplace for all employees.

Key Initiatives	Status of Implementation
	Yes	No	Brief Description
3. Does the company provide safe and healthful work environments for its employees, organize training on safety, and health for its employees on a regular basis?4. Does the company establish effective training programs to foster career skills for its employees?	V		Category	2025
			Annual Health Check-ups	Employee participation rate reached 97.4%, with a total of 112 employees undergoing the checkup.
			Employee Health Surveys	• Abnormal workload survey
• Musculoskeletal Symptom survey
• Risk assessment of workplace violence exposure
			Physician and Nurse Consultations	• 52 follow-up consultations after health checkups
• 11 cases of illnesses triggered by abnormal workload
• 6 cases of ergonomics-related musculoskeletal disorders
• Work fitness assessments for middle-aged and senior employees: 16 person-times.
• Maternal protection health assessments: 3 person-times
Total: 88 consultations
			Health Seminars	Two health seminars were held, with an average satisfaction rate of 97% and a total of 108 participants.
			3. No incidents of fire or occupational accidents occurred in 2025. The Company will continue to implement occupational safety management measures to prevent such incidents.
4. The Company assigns each employee’s career development planning and the implementation of relevant training to their respective department supervisors, based on the employee’s job nature and area of expertise.	None.
None.

Key Initiatives	Status of Implementation			Deviations from the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" and Reasons
	Yes	No	Brief Description
5. Does the company follow relevant laws, regulations, and international guidelines for the customer's health and safety, customer's privacy, marketing and labeling of its products and services and also establish relevant policies on consumer rights and interests and procedure for accepting consumer complaints?	V		5. The Company ensures that the marketing and labelling of its products and services comply with applicable domestic regulations, local regulations in customers' jurisdictions, and relevant international standards. The Company's quality assurance unit has established a "Customer Satisfaction and Complaint Handling Procedure," and a stakeholder grievance channel is available on the Company's website to safeguard consumer rights.	None.
6. Does the company establish the supplier Management Policy to ask the suppliers to follow the relevant regulations and practice in the issues of environmental protection, occupational safety and health or Labor rights?	V		6. The Company regularly audits its suppliers to assess whether they have any records of violations related to environmental protection, occupational safety and health, or labor and human rights. Such records are incorporated as part of the supplier evaluation and audit criteria. If any regulatory violations are identified, the Company will issue warnings and require corrective actions within a specified timeframe. In cases of serious violations, the Company will terminate the business relationship.	None.
V. Does the company prepare the Corporate Sustainability Report and disclose non-financial information by referring to the internationally-used governing preparation or guide? Has the report disclosed been assured, verified or certified by a third party.	V		The Company prepares its Alchip Technologies Sustainability Report in accordance with the Global Reporting Initiative (GRI) Standards, the "Regulations Governing the Preparation and Submission of Sustainability Reports by Listed Companies" issued by the Taiwan Stock Exchange, and with reference to the Task Force on Climate-related Financial Disclosures (TCFD) recommendations and the Sustainability Accounting Standards Board (SASB) standards. The Sustainability Report is published on the Company's website (https://www.alchip.com/tw/About_Alchip/esg). The 2024 Sustainability Report already obtained an assurance from an independent third-party assurance provider.	None.

Key Initiatives	Status of Implementation
	Yes	No	Brief Description
VI. If the company promulgates its own corporate social responsibility principles in accordance with the “Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies”, please state clearly the discrepancy in the operation thereof and the principles : The Company has established the “Sustainable Development Best Practice Principles” and followed such principles to handle relevant matters on the Company’s sustainable development.
VII. Other significant information which would help better understand the implementation of Sustainable Development (such as environmental protection, community participation, contribution to society, service to society, social and public interests, consumer rights and interests, human rights, safety and health, other corporate social responsibilities and activities, and the state of implementation. Please refer to the Company’s website at https://www.alchip.com/tw/About_Alchip/esg .

Climate related information

No.	Item	Implementation
1	Describe the board of directors and the management's oversight and governance of climate-related risks and opportunities	The Company values the impact of climate change on operational changes, Currently, the CFO and spokesperson lead the finance and operations departments in reviewing the impact of climate change on Alchip. Through special meetings, climate change issues are compiled, and the emerging opportunities and risks arising from these issues for Alchip are reviewed. In future years, the Company will assess and plan a climate change management organization and will continue to steadily monitor climate change related risks and opportunities while reviewing the company's related actions. In December 2023, Alchip established the GHG Inventory Promotion Committee, with the Chief Sustainability Officer serving as the senior executive and the Administrative Management Department acting as the executive secretary. The committee's inventory team is responsible for advancing company-wide initiatives related to environmental protection, occupational safety and health, energy and water conservation, and GHG management. The team regularly reports progress on implementation to the Sustainable Development Committee, which in turn presents the annual execution results and future work plans to the Board of Directors at least semi-annually.
2	Impact of Identified Climate Risks and Opportunities on Business, Strategy, and Financials (Short-Term, Medium-Term, Long-Term)	In response to climate change issues, Alchip has identified the following climate-related risks and opportunities:

		• Short-Term: Extreme weather events causing natural disasters may impact company operations; disruptions in energy supply or shortages could increase operational costs. • Medium to Long-Term: In response to climate-related disclosure requirements, the company will need to conduct greenhouse gas inventories and verification, which will increase the cost of information disclosure; the imposition of carbon fees or taxes may lead to higher operational costs; rising costs of green electricity procurement; or the impact on the company's operation resulting from the failure to adapt to the transition toward low-carbon operations. To address these risks, the company has implemented the following measures: establishment of emergency response equipment in the office, insurance coverage for fixed assets, energy-saving and carbon-reduction initiatives, and the development of a greenhouse gas reduction plan and targets, aimed at preventing operational disruptions, enhancing green operational efficiency, and reducing potential financial risks.
3	Impact of Extreme Weather Events and Transformation Actions on Financials	Regarding extreme weather events, if a natural disaster occurs on a large scale, it may damage certain office equipment or prevent personnel from attending work, thereby affecting the company's normal operations. To address these risks, the company has implemented the following measures: • Insurance Coverage: The company has taken out fixed asset insurance to mitigate potential losses caused by extreme weather events. This risk transfer approach helps reduce losses and includes multiple operational sites to diversify the risk of operational disruptions. • Video Conferencing Systems: The company has introduced an online video conferencing system to reduce the impact of personnel being unable to attend work due to extreme weather events. • Flood Protection: The office building has been equipped with flood barriers. • Disaster Training and Drills: Regular disaster education and training are conducted, with practical emergency response drills and disaster recovery plans for secondary backup offices to ensure business continuity during disruptions caused by disasters. As a result, the financial impact of extreme weather events and transformation actions, as well as the measures adopted, is minimal.

4	Integration of Climate Risk Identification, Assessment, and Management into the Overall Risk Management System	In 2024, Alchip Technologies approved the “Risk Management Policy” through its Board of Directors, establishing it as the highest guiding principle for risk management. The Company conducts regular annual risk assessments, and both the Board and management team are responsible for the ongoing supervision and review of the risk management policy. Potential risks are identified and evaluated through a risk assessment process, and appropriate response measures are developed for high-risk items. These efforts aim to keep risks within an acceptable range, thereby ensuring stable operations and supporting the Company's goals of sustainable development.
5	Where scenario analysis is applied to assess resilience to climate change risks, the context applied, parameters, assumptions, analysis factors and key financial implications should be explained.	There are currently no related plans.
6	Climate-Related Risk Management Transformation Plans, Indicators, and Targets for Identifying and Managing Physical and Transition Risks	• Alchip has established management indicators for climate-related risks and opportunities, including water resources and greenhouse gas emissions.
• The company has set phased reduction targets for water usage and greenhouse gas emissions.
○ Carbon Reduction Target:
- Short-term: Based on the carbon emission intensity of 2022, the target is to reduce carbon emission intensity by 1% annually.
- Medium-term: Achieve an 8% reduction in carbon emission intensity by 2030.
- Long-term: Aim for carbon neutrality by 2050.
○ Water Resource Reduction Target:
Water intensity is to be reduced by 0.25% annually compared to the previous year. Using 2022 as the base year, the Company aims to achieve a 10% reduction in water intensity by 2032.
7	Internal Carbon Pricing as a Planning Tool	There are currently no relevant plans in place regarding internal carbon pricing.
8	Climate-Related Targets, Activities, Greenhouse Gas Emission Scope, Timeline, and Annual Progress	Conduct greenhouse gas (GHG) emissions inventories for Scope 1 and Scope 2 in accordance with regulatory timelines and regularly review progress toward completion. Starting from 2026, the Company plans to conduct GHG emissions inventories in accordance with the GHG Protocol, covering Scope 1, Scope 2, and Scope 3, with the inventory boundary expanded to include both the parent company and its subsidiaries.
Currently, the Company does not use carbon offsets to achieve its targets.

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		In 2025, Alchip used 16,822 kWh of green electricity and accumulated 16 T-REC certificates.
9	Greenhouse Gas Inventory, Assurance, Reduction Targets, Strategies, and Action Plans	Total GHG Emissions of Alchip in 2025 amounted to 359.1667 tCO2e (location-based) / 351.1931 tCO2e (market-based).
Scope 1 emissions (direct emissions) totaled 4.3292 tCO2e, entirely from fugitive sources such as refrigerants and septic tanks, accounting for 1.21% of total emissions. As the company does not have any manufacturing processes, there are no process-related emissions.
Scope 2 emissions (energy indirect emissions) were 233.8618 tCO2e (location-based) / 225.8881 tCO2e (market-based), primarily from purchased electricity, representing 65.11% (location-based) / 64.32% (market-based) of total emissions.
Scope 3(ISO 14064: Category 3) emissions (other indirect emissions) amounted to 63.631 tCO2e, Scope 3(ISO 14064:Category 4) emissions (other indirect emissions) amounted to 57.3447 tCO2, together accounting for 33.69% of the total emissions.
Carbon dioxide (CO2) is the predominant type of greenhouse gas emitted by Alchip.
The carbon emissions and water usage data for the years 2022-2024 have been verified by an external entity.
Using the carbon emission intensity of 2022 as the baseline, the company's target is to reduce carbon emission intensity by 1% annually, with the aim of reducing carbon emission intensity by 8% by 2030 and achieving carbon neutrality by 2050. The company will review greenhouse gas emissions and target achievement progress annually. If any targets are not met, a review and adjustments will be made.

1-1 Recent Two Years' Greenhouse Gas Inventory and Assurance
1-1-1 Greenhouse Gas Inventory Information

The following details are the greenhouse gas emissions (in metric tons of CO2e), intensity (in metric tons of CO2e per million NTD), and the scope of data coverage for the past two years:
Data Coverage: Alchip's Taiwan operations
Year	2024(Scope 1、2、3)	2025 (Scope 1、2、3)
Total GHG Emissions (tCO2e,)	344.8469	359.1667
Annual Operation Revenue (NTD million)	51,968.57	30,926.09
GHG Emissions Intensity (Note 1)	0.0066 (Note 2)	0.0116

Note 1: GHG emission intensity = Total GHG emissions (location-based)/Annual operation revenue (NTD million).

Note 2: The GHG emission intensity for 2024 was previously miscalculated (it was 0.0045) and has been corrected to 0.0066 this year.

1-1-2 Greenhouse Gas Assurance Information

The following provides an explanation of the assurance status for the past two years as of the publication date of the annual report, including the scope of assurance, assurance organization, assurance standards, and assurance opinion.

2023 Greenhouse Gas Emissions Information ○ Assurance Scope: 9F, No. 12 Wenhu St., Neihu Dist., Taipei City; 11F-1 and 3F-3, No. 1, Taiyuan 1 St., Zhubei City, Hsinchu County ○ Assurance Organization: Taiwan Testing and Certification Center ○ Assurance Standards: Audited in accordance with ISO 14064-3:2019 and in compliance with the requirements of ISO 14064-1:2018. ○ Assurance Opinion: Reasonable assurance level: ○ Category 1: 7.8648 tCO2 ○ Category 2: 242.0832 tCO2

2024 Greenhouse Gas Emissions Information ○ Assurance Scope: 9F, No. 12 Wenhu St., Neihu Dist., Taipei City; 11F-1 and 3F-3, No. 1, Taiyuan 1 St., Zhubei City, Hsinchu County ○ Assurance Organization: British Standards Institution ○ Assurance Standards: Audited in accordance with ISO 14064-3:2019 and in compliance with the requirements of ISO 14064-1:2018. ○ Assurance Opinion: Reasonable assurance level: ○ Category 1: 3.821 tCO2 ○ Category 2: 230.735 tCO2

1-2 Greenhouse Gas Reduction Targets, Strategies, and Specific Action Plans

The following outlines the baseline year and data for greenhouse gas reduction, reduction targets, strategies, specific action plans, and progress in achieving the reduction targets.

·Energy-saving and Carbon-reduction Targets - Short-term: Based on the carbon emission intensity of 2022, the target is to reduce carbon emission intensity by 1% annually. - Medium-term: Achieve an 8% reduction in carbon emission intensity by 2030. - Long-term: Aim for carbon neutrality by 2050.

·Strategies and Specific Action Plans: Since the company does not have industrial pollution, our focus will be on promoting daily environmental protection and energy-saving practices to achieve the goals of environmental protection and carbon reduction. The following measures will be implemented: 1. Control air conditioning temperatures between 24°C and 26°C. 2. Promote the habit of turning off lights and conserving water when not in use. 3. Encourage the digitization of documents and the use of double-sided printing to reduce paper usage and printing volume.

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Starting in 2024, transition to using electronic invoices to replace traditional paper invoices.
Transition to electronic dividend notifications.
Encourage the use of reusable tableware to reduce disposable plastic products.
Regularly promote and enforce employee waste sorting and recycling.
Progress towards Targets:
Through proactive energy-saving and carbon-reduction initiatives, Alchip has achieved a 34.46% reduction in greenhouse gas emissions intensity in 2025 compared to 2022.

2.4.7 Implementation of Ethical Corporate Management and Discrepancy from the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies” and Reasons : The Company has formulated the “Operational Procedures and Guidelines for Ethical Management” to foster a corporate culture of ethical management and sound development and offer to establish good commercial practices, and follow them to handle relevant matters

Item	Status of Implementation			Discrepancy from the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies” and the Reasons
	Yes	No	Brief Description
I. Establishment of ethical corporate management policies and programs
1. Does the company set the ethical management policy which has been approved by the Board and clearly specify the ethical management policies, action in the rules and external documents of the Company and the commitment by the Board of Directors and Executives for implementing the policies actively?	V		1. The Company has established the “Procedures for Ethical Management and Guidelines for Conduct” in accordance with the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies” and disclosed the Company’s ethical corporate management policies in internal rules, annual reports, company website, or other propaganda. The Board of Directors will also provide recommendations based on the report content, review the outcomes of its implementation, and, when necessary, advise the committee to make adjustments. Training programs related to business operations are provided, covering topics such as professional ethics and regulatory compliance, anti-corruption, conflict of interest avoidance, insider trading, information security management and protection of trade secrets, intellectual property protection, and personal data and privacy protection. These programs are delivered	None.

Item	Status of Implementation			Discrepancy from the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies” and the Reasons
	Yes	No	Brief Description
2.Does the company establish a risk assessment mechanism against unethical conduct, analyze and assess on a regular basis business activities within the business scope which are at a higher risk of being involved in unethical conduct, and establish prevention programs and also adopt preventive measures which are at least included any matter set forth in Paragraph 2, Article 7 of the “Ethical Corporate Management Best Practice Operational Procedures and Action Guidebook”?	V	V	through both in-person and digital courses. In 2025, the total training hours for non-compete and confidential information protection courses amounted to 23 person-hours.2.The Company has not set a risk assessment mechanism against unethical conduct, but has stipulated prevention programs in the “Procedures for Ethical Management and Guidelines for Conduct”.	The Company has not set a risk assessment mechanism against unethical conduct.
3.Does the company set implementation procedures, guidelines, consequence of violation and complaint procedures in relevant policies which are duly enforced to prevent unethical conduct?			3.The Company has stipulated “prohibition of offering or acceptance of any improper benefits”, “prohibition of facilitating payments”, “prohibition of offering of illegal political donations”, “prohibition of improper charitable donations or sponsorship” in the “Procedures for Ethical Management and Guidelines for” to ensure that our conduct meets the highest legal and ethical standards, the Company periodically organizes training courses to enhance employees’ concepts of ethics and self-discipline, and carry them out. If any personnel of this Corporation seriously violate ethical conduct, the Company shall dismiss the personnel from his or her position or terminate his or her employment in accordance with applicable laws and regulations or the personnel policy and procedures of Corporation.	None.
II. Implementation of ethical management1.Does the company assess the ethics records of whom it has business relationship with and include business	V		1. Before developing a business relationship with another party, the Company always evaluates the legality and ethical	None.

Item	Status of Implementation			Discrepancy from the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies” and the Reasons
	Yes	No	Brief Description
conduct and ethics related clauses in the business contracts?	V		management policy of an agent, supplier, customer, or other counterparty in commercial dealings and ascertains whether the party has a record of involvement in unethical conduct. In addition, before signing a contract with another party, the Company always gains a thorough understanding of the status of the other party’s ethical management and observes the related ethical management policy parts of the terms and conditions of the contract.2. Our company's Human Resources Department is the dedicated unit for corporate integrity management, responsible for the revision and supervision of the "Procedures for Ethical Management and Guidelines for Conduct" and the "Procedures for Handling Reports of Illegal, Unethical, or Dishonest Conduct." The department also reports the results of ethical management execution to the Board of Directors at least once a year.Our company actively promotes an Ethical Management policy and ensures its implementation. In addition to regularly reviewing regulatory changes, we also comply with relevant laws and implement the Ethical Management policy. The company conducts regular training and compliance awareness sessions for employees.The relevant implementation results for 2025 are as follows:•Incidents of corruption and anti-competitive behavior: 0 cases•External whistleblower reports received: 0 cases•Employee reports directly: 0 cases3. The Company has clearly stated in the “Procedures for Ethical Management and Guidelines for Conduct” that when a Director has a stake in a proposal at the meeting, that Director shall state the important aspects of the stake in the meeting and, where	None.
2. Does the company establish a dedicated unit that is under the Board of Directors and responsible for promoting ethical management, and report its ethical management policy, the prevention programs for misconduct and the status of supervision to the Board of Directors on a regular basis (at least once a year)?
3. Does the company adopt policies for preventing conflicts of interest, offer appropriate means, and carry them out?	V			None.

Item	Status of Implementation
	Yes	No	Brief Description
4.Does the company establish effective accounting systems and internal control systems to facilitate ethical corporate management, and have the internal audit unit to set the related audit plan based on the assessment result of misconduct's risk and then examine the situation of compliance for preventing the case of unethical conduct or have a certified public accountant to carry out the audit?	V		there is a likelihood that the interests of this Corporation would be prejudiced, may not participate in the discussion or vote on that proposal. If a personnel of the Company discovers that a potential conflict of interest exists involving himself/herself and the company that he/she represents when conducting the Company business, the personnel shall report the relevant matters to both her or his immediate supervisor and the Audit Dept., and the immediate supervisor shall provide the personnel with proper instructions.
4.The Company's accounting system is established referring to applicable laws and regulations the Company Act, Securities Exchange Act, Regulations Governing the Preparation of Financial Reports by Securities Issuers, International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), and Interpretations developed by the International Financial Reporting Interpretations Committee (IFRIC) or the former Standing Interpretations Committee (SIC), as recognized by the Financial Supervisory Commission (FSC) and the Company's actual business situations. The Company's internal control has established and executed according to the Regulations Governing Establishment of Internal Control Systems by Public Companies. The Internal Auditor formulates annual audit plans and subsequently reports its audit findings and remedial issues to the Board and Management team on a regular basis. In addition, all departments and subsidiaries are also required to conduct Control Self-Assessment annually to review the effectiveness of the internal control system.
5. The Company regularly conducts awareness programs and education training on ethical management for its employees.	None.
5.Does the company periodically organize training internally and externally on ethical management?	V		None.

Item	Status of Implementation			Discrepancy from the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" and the Reasons
	Yes	No	Brief Description
			2025 Training Results: Ethical Management Awareness Course: 46 participants, totaling 23 person-hours.
III.State of implementation of the company's whistle - blowing system?1.Does the company adopt a concrete whistle-blowing system and incentive measures, establish convenient whistle-blowing channels, and appoint appropriate dedicated personnel to handle whistle-blowing system?	V		1. The Company has established the "Procedures for Handling Reports of Illegal, Unethical, or Dishonest Conduct". Employees or external individuals can report issues through the following methods: "in-person reporting," "telephone reporting," or "mail reporting" to the responsible unit. They can also report directly through the whistleblower mailbox set up on the company's website. The reporting channels are as follows: •Shareholders, investors, and other stakeholders: [email protected] •Directors, customers, suppliers: [email protected] •Employees: [email protected]	None.
2.Does the company adopt standard operating procedures for the investigation of reported misconduct, the follow-up after the investigation and relevant confidentiality mechanism?3.Does the company adopt measures for protecting whistle-blowers from inappropriate disciplinary actions due to their whistleblowing?	V		2.The Company has established the "Procedures for Handling Reports of Illegal, Unethical, or Dishonest Conduct" which included a whistle-blowing system to protect personal information and privacy for related parties.3.The Company adopts the confidentiality mechanism for whistle-blowers and prohibits from disclosure of any information related to whistle-blowers to protect whistle-blowers from inappropriate disciplinary actions due to their whistleblowing.	None.
IV.Enhancing Disclosure of Information1.Does the company disclose its ethical corporate management best practice principles and the effectiveness of promotion on the company website and the Market Observation Post System?	V		The Company has set up a website (http://www.alchip.com) and continued to disclose the information.	None.

Item	Status of Implementation
	Yes	No	Brief Description
V. If the company has established its own ethical corporate management policies in accordance with the “Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies”, please state clearly the discrepancy in the operation thereof and the principles : Details are shown as above.
VI. Other significant information which would help better understand the implementation of ethical corporate management (such as the companies’ resolve and policies to advocate ethical corporate management to business transaction suppliers, invitation to them to participate in the training, review and improvement for adoption of the company’s own ethical corporate management best practice principles): The Company always keeps a close eye on the development of relevant local and international regulations concerning ethical corporate management in order to ensure the Company’s “Procedures for Ethical Management and Guidelines for Conduct” is being kept progressed and up-to-date, aiming to enhance and achieve the Company’s better implement of ethical management.

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2.4.8 Other significant information that will provide a better understanding of the company's implementation of corporate governance, if any, such information may also be disclosed

None.

2.4.9 The section on the implementation of the company's internal control systems shall be disclosed as below

A. A Statement on Internal Control:

Alchip Technologies, Limited

Statement on Internal Control System

Date: Mar.6, 2026

Based on the results of self assessment of the internal control system conducted by the Company for the fiscal year 2025, we hereby declare as follows:

I. The company acknowledges and understands that the establishment, enforcement and preservation of the internal control system are the responsibility of the Board, and that the company has already established such a system. The purpose is to provide reasonable assurance to the effectiveness and efficiency of business operations (including profitability, performance and security of assets), reliability, timeliness, transparency, and regulatory compliance of reporting, and compliance with applicable laws, regulations, and bylaws.

II. There are inherent limitations to even the most well designed internal control system. As such, an effective internal control system can only reasonably ensure the achievement of the aforementioned goals. Moreover, the operating environment and situation may change, impacting the effectiveness of the internal control system. The internal control system of the Company features a self-monitoring mechanism. Once identified, any deficiency will be rectified immediately.

III. The Company determines the effectiveness of the internal control system in design and enforcement in accordance with the "Regulations Governing Establishment of Internal Control Systems by Public Companies" (hereinafter referred to as "the Regulations"). The Regulations are instituted for judging the effectiveness of the design and enforcement of the internal control system. There are five components of effective internal control as specified in the Regulations with which the procedure for effective internal control is measured, namely: (1) Control environment, (2) Risk assessment, (3) Control activities, (4) Information and Communications, and (5) Monitoring activities. Each of the elements in turn contains certain audit items. Refer to the Regulations for details.

IV. The Company has adopted the aforementioned internal control system for an internal audit on the effectiveness of the design and enforcement of the internal control system.

V. Based on the aforementioned audit findings, the Company holds that it has reasonably preserved the achievement of the aforementioned with the internal control system as of December 31, 2025 (including the monitoring over the subsidiaries), including the effectiveness and efficiency in operation, reliability, timeliness, transparency, and regulatory compliance of reporting, and compliance with relevant regulatory requirements, and that the design and enforcement of internal control are effective.

VI. This statement of declaration shall form an integral part of the annual report and prospectus of the company and will be publicly announced. If any fraudulent information, concealment or unlawful practices are discovered in the content of the aforementioned information, the Company shall be held liable under Article 20, Article 32, Article 171 and Article 174 of the Securities and Exchange Act.

VII. This statement was approved by the Board on Mar. 6, 2026 in the presence of seven (7) directors, who concurred unanimously.

Alchip Technologies, Limited

Johnny Shyang-Lin Shen

Chairman & CEO

B. Where a CPA has been engaged to carry out a special audit of the internal control systems, disclose the CPA audit report: None.

2.4.10 Major resolutions of Board Meetings and Shareholders' Meeting during the most recent year and the current year up to the date of publication of the annual report

A. Board Meeting :

Date	Term	Major Resolutions
02/27/2025	The 1^{st} in 2025	1. The consolidated financial statements for the year ended December 31, 2024 of the Company were approved.
2. The proposal of 2024 Dividend Distribution was approved.
3. The bonus scheme for the employees and Directors for the year 2024 was approved.
4. The business report for 2024 was approved.
5. The Internal Control System Statement for the year ended December 31, 2024 of the Company was approved.
6. The remuneration packages for the senior managers (executives) for the year 2025 were approved.
7. The monthly remuneration scheme for the Directors for the year 2025 attached was approved.
8. The change of Certified Public Accountant was approved.
9. The evaluation report for the independence and suitability of the CPA engaged by the Company were approved.
10. The “Non-Assurance Services Pre-Approval Policy” was approved.
11. The amendment to the “Memorandum and Articles of Association of the Company” was approved.
12. The amendments to the “Corporate Governance Best Practice Principles” and “Audit Committee Charter” were approved.
13. The election of seven new Directors (including four Independent Directors) at the upcoming Annual General Meeting scheduled on May 29, 2025 was approved.
14. The prohibition on newly elected Directors at the Annual General Meeting to be released from participating in competitive business was approved.
15. The date and meeting agenda of 2025 Annual General Meeting of the Company were approved.
16. The period and place for shareholders who holding 1% or more of the total number of outstanding shares of the company to submit proposals to be discussed at the Annual General Meeting of the Company and submit the nomination of Director candidates were approved.
04/11/2025	The 2^{nd} in 2025	1. The list of candidates for Director and the review of their qualifications was approved.
2. The proposed Company’s Issuance of Common Shares through Private Placement be approved and be submitted to the annual general meeting on May 29, 2025 was approved.
3. The date and revised meeting agenda of 2025 Annual General Meeting of the Company were approved.
05/09/2025	The 3^{rd} in 2025	1. The consolidated financial statements for the year ended March 31, 2025 of the Company were approved.
2. The changes of the Board Director of the Company’s Hong Kong, Japan and Taiwan subsidiaries were approved.
3. The termination of Year 2024 private placements of common shares be approved.
4. The grant list of 2024 Employee Stock Option was approved.
5. The Investment of Brillink Inc. was approved.

| 05/29/2025 | The 4^{th} in 2025 | 1. The appointment of the Chairman of the Company was approved.
2. The appointment of members of the Company’s Audit Committee was approved.
3. The appointment of members of the Company’s Remuneration Committee was approved.
4. The appointment of members of the Company’s Nomination Committee was approved. |
| --- | --- | --- |
| 08/13/2025 | The 5^{th} in 2025 | 1. The consolidated financial statements for the year ended June 30, 2025 of the Company were approved.
2. The record date of distribution of cash dividend was approved.
3. 2024 ESG Report was approved.
4. The Change of Authorized Signatory for OBU Bank Account was approved.
5. The appointment of Chief Information Security Officer was approved.
6. The training program of the Board Directors was approved. |
| 11/05/2025 | The 6^{th} in 2025 | 1. The consolidated financial statements for the year ended September 30, 2025 of the Company were approved.
2. The evaluation and appointment of Certified Public Accountant was approved.
3. The 2026 Audit Plan of the Company was approved.
4. The appointment of the Vice President of Supply Chain Management was approved. |
| 01/30/2026 | The 1^{st} in 2026 | 1. The proposed loan to SiPearl was approved.
2. The provision of general banking facilities in the principal amount of up to USD140 million to be made available by Standard Chartered Bank (Taiwan) Limited, together with general banking facilities in the principal amount of up to USD360 million by Standard Chartered Bank, Taipei Branch was approved.
3. The pledge time deposit amounting to 50% of the provision to Standard Chartered Bank (Taiwan) Limited and Standard Chartered Bank, Taipei Branch was approved. |
| 03/06/2026 | The 2^{nd} in 2026 | 1. The consolidated financial statements for the year ended December 31, 2025 of the Company were approved.
2. The proposal of 2025 Dividend Distribution was approved.
3. the bonus scheme for the employees and Directors for the year 2025 was approved.
4. the Internal Control System Statement for the year ended December 31, 2025 of the Company was approved.
5. The business report for 2025 was approved.
6. The appointment of the CBO & GM of NABU, along with the proposed appointee’s education and experience and the grant of 2024 Employee Stock Option was approved.
7. The remuneration packages for the Senior Managers (Executives) for the year 2026 were approved.
8. The monthly remuneration scheme for the Directors for the year 2026.
9. The establishment of a subsidiary in subsidiary in Cayman Islands was approved.
10. The subsequent ratification for the investment of MatX Inc., Kandou AI and Ayar Labs was approved.
11. The proposed financing of the Company through the issuance of GDR was approved.
12. The proposed Company’s Issuance of Common Shares through Private Placement. |

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The amendments to the “Remuneration Committee Charter”, “Procedures for the Acquisition and Disposal of Assets” and “Delegation of Authority” was adopted and approved.
The date and meeting agenda of 2026 Annual General Meeting of the Company were approved.
The prohibition on newly elected Directors at the Annual General Meeting to be released from participating in competitive business was approved.
The period and place for shareholders who holding 1% or more of the total number of outstanding shares of the company to submit proposals to be discussed at the Annual General Meeting of the Company was approved.

B. Shareholders’ Meeting:

Date	Major Resolutions	Implementation
05/29/2025	1. 2024 Business Report and the Consolidated Financial Statements for the year ended December 31, 2024 of the Company.
2. 2024 Profit Distribution Proposal.	1. Approved and adopted.
	3. Re-election of 7 Directors (including 4 Independent Directors)	2. Approved.
(1) The Company distributed 2024 dividend, US$98,569,525 to shareholders of the Company.
(2) The Record date was set on September 8, 2025 and the dividend distribution was completed on October 7, 2025.
3. The list of new Board Directors is shown below.
Director: Johnny Shyang-Lin Shen
Director: Herbert Chang
Director: Daniel Wang
Independent Director: Andrew Kuo
Independent Director: Derek C.Y. Tien
Independent Director: Jerry Tzou
Independent Director: Saria Tseng
	4. Amendments to the Memorandum and Articles of Association of the Company.
5. Release the Prohibition on new Directors from Participating in Competitive Business.
6. The Company’s issuance of Common Shares through Private Placement.	4. Approved and adopted.
5. Approved.
6. Approved.

2.4.11 Major issues of record or written statements made by any Director or Independent Directors dissenting to important resolutions passed by the Board of Directors during the most recent year and the current year up to the date of publication of the annual report

None.

2.5 Information Regarding the Company's Independent Auditors

2.5.1 Audit Fees

Unit: NT$ thousand

Accounting Firm	Name of CPA	Audit Period	Audit Fee	Non-audit Fee (Note)	Total	Remarks
Deloitte & Touche	Chien-Liang Liu	2025	7,764	850	8,614	-
	Li-Chun Chang

Note : The fees were mainly related to the audit of annual income tax returns.

2.5.2 The company changes its accounting firm and the audit fees paid to new accounting firm were less than the payment of previous year: N/A.
2.5.3 Audit fees paid for the current year were less than 10% of the previous year: N/A.

2.6 Information about CPA Replacement

None.

2.7 The Company's Chairman, Chief Executive Officer, Chief Financial Officer, and Managers in Charge of its Finance and Accounting Matters Has Held a Position at the Accounting Firm or its Affiliates in 2025

None.

2.8 Any Transfer, Pledge, or Other Change of Hands Involving the Equity Interests of a Director, Managerial Officer, or Shareholders Holding More Than 10% of the Shares of the Company during the Most Recent Year and the Current Year Up to the Date of the Publication of the Annual Report

2.8.1 Change in equity interests by Directors, managerial officers, or major shareholders

Unit: Shares

Title	Name	2025		As of Mar. 28, 2026
		Holding Increase (Decrease)	Pledged Holding Increase (Decrease)	Holding Increase (Decrease)	Pledged Holding Increase (Decrease)
Chairman/CEO	Johnny Shyang-Lin Shen	150,000	0	0	0
Director	Herbert Chang	0	0	0	0
Director/CFO	Daniel Wang	0	0	0	0
Independent Director	Andrew Kuo (Note 1)	0	0	0	0
Independent Director	Jerry Tzou (Note 1)	0	0	0	0
Independent Director	Derek C.Y. Tien (Note 1)	0	0	0	0
Independent Director	Saria Tseng (Note 1)	0	0	0	0
Sr. Vice President	Leo Cheng	(8,000)	0	0	0

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Vice President	Robert Chang	(38,000)	100,000	58,750
CISO/Vice President	Peter Teng	(35,000)	0	0
Sr. Vice President	Dave Hwang	0	0	(20,000)
President	Hiroyuki Furuzono	0	0	0
Vice President	Brian Chen (Note 2)	0	0	0
0Vice President	Freddy Engineer (Note 3)	0	0	0
Financial Controller	Nancy Chan	(6,000)	0	0
Chairman	Kinying Kwan (Note 4)	(8,000)	0	0
Independent Director	Mao-Wei Hung (Note 5)	0	0	0
Independent Director	Brian Chiang (Note 5)	0	0	0
Independent Director	Binfu Chuang (Note 5)	0	0	0
Vice President	Andy Lin (Note 6)	(4,000)	100,000	0

Note 1: Mr. Andrew Kuo, Mr. Jerry Tzou, Mr. Derek C.Y. Tien and Ms. Saria Tseng were appointed as new Independent Directors on May 29, 2025.
Note 2: Mr. Brian Chen became an executive of the Company on November 5, 2025.
Note 3: Mr. Freddy Engineer became an executive of the Company on March 6, 2026.
Note 4: Mr. Kinying Kwan resigned from the position of Chairman, effective May 20, 2025.
Note 5: Mr. Mao-Wei Hung, Mr. Brian Chiang and Mr. Binfu Chuang ceased to serve as an Independent Director on May 29, 2025.
Note 6: Mr. Andy Lin ceased to serve as an executive of the Company on October 24, 2025.

2.8.2 Information where the counterparty in any transfer of equity interests is a related party

Name	Reason for Shareholding transfer	Transaction Date	Counterparty	The relationship between the counterparty and the company’s directors, supervisors, managers, and shareholders holding more than 10% of the shares	Shares	Price
Peter Teng	Gift	Sep. 18, 2025	Yi Lo	Spouses	30,000	4,000.00

2.8.3 Information where the counterparty in any pledge of equity interests is a related party

None.

2.9 Relationship among the Top Ten Shareholders

Unit: shares

Name	Shareholding		Spouse's/minor's Shareholding		Shareholding by Nominee Arrangement		Relationship between any of the Company's Top Ten Share holders
	Shares	%	Shares	%	Shares	%	Name	Relation
New Labor Pension Fund	2,303,161	2.82%	0	0	0	0	-	-
Johnny Shyang-Lin Shen	1,871,652	2.30%	0	0	0	0	-	-
Government of Singapore -GOS-EFMC	1,556,790	1.91%	0	0	0	0	-	-
Fubon Life Insurance Co., Ltd.	1,541,000	1.89%	0	0	0	0	-	-
Yuanta/P-shares Taiwan Top 50 ETF	1,347,112	1.65%	0	0	0	0	-	-
iShares A.I. Innovation and Tech Active ETF	1,322,000	1.62%	0	0	0	0	-	-
Allianz Global Investors Taiwan Technology Fund	1,050,000	1.29%	0	0	0	0	-	-
Vanguard Total International Stock Index Fund	1,043,520	1.28%	0	0	0	0	-	-
Vanguard Emerging Markets Stock Index Fund	988,463	1.21%	0	0	0	0	-	-
Bank SinoPac as Custodian for ACPF B LIMITED Investment Account	840,000	1.03%	0	0	0	0	-	-

2.10 Long-Term Investment Ownership

December 31, 2025; Unit: shares

Company Name	Investment by the Company		Investments Directly or Indirectly Controlled by Directors and Managers of the Company		Total Investment
	Shares	%	Shares	%	Shares	%
Alchip Hong Kong	14,165,970,100	100	-	-	14,165,970,100	100
Alchip US	391,000,000	100	-	-	391,000,000	100
Alchip Japan	2,000	100	-	-	2,000	100
Alchip Taiwan	10,000	100	-	-	10,000	100
Alchip BVI	50,000	100	-	-	50,000	100

Alchip Shanghai	(Note)	100	-	-	(Note)	100
Alchip Wuxi	(Note)	100	-	-	(Note)	100
Alchip Hefei	(Note)	100	-	-	(Note)	100
Alchip Jinan	(Note)	100	-	-	(Note)	100
Alchip Guangzhou	(Note)	100	-	-	(Note)	100
Alchip Chongqing	(Note)	100	-	-	(Note)	100
Chiptopia Shanghai	(Note)	65	-	-	(Note)	65
Alchip Malaysia	4,681,010	100	-	-	4,681,010	100
Alchip Vietnam	(Note)	100	-	-	(Note)	100

Note : No shares issued.

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III. Capital Overview

3.1 Capital and Shares

3.1.1 Capitalization

A. Issued shares
Unit:share/NT$

Month/Year	Par Value (NT$)	Authorized Capital		Paid-in capital		Remark
		Shares	Amount	Shares	Amount (NT$ thousand)	Sources of Capital	Capital Increased by Assets Other than Cash	Other
2010.07	10	100,000,000	1,000,000,000	52,420,842	523,364,710	Capital surplus transferred to capital	None	-
2010.07	10	100,000,000	1,000,000,000	53,871,342	538,713,420	New shares issued upon the exercise of share options	None	-
2013.11	10	100,000,000	1,000,000,000	53,947,342	539,473,420	New Shares issued upon the exercise of share options	None	-
2014.10	10	100,000,000	1,000,000,000	61,628,342	616,283,420	New shares issued through capital increase by cash	None	-
2014.01-12	10	100,000,000	1,000,000,000	63,481,815	634,818,150	New Shares issued upon the exercise of share options	None	-
2015.01-03	10	100,000,000	1,000,000,000	63,766,815	637,668,150	New Shares issued upon the exercise of share options	None	-
2015.08	10	100,000,000	1,000,000,000	61,567,815	615,678,150	Cancellation of Treasury Stocks	None	-
2016.11	10	100,000,000	1,000,000,000	60,702,815	607,028,150	Cancellation of Treasury Stocks	None	-
2017.07-12	10	100,000,000	1,000,000,000	61,001,038	610,010,380	New Shares issued upon the exercise of share options	None	-
2018.01-11	10	100,000,000	1,000,000,000	61,698,098	616,980,980	New Shares issued upon the exercise of share options	None	-
2018.12	10	100,000,000	1,000,000,000	59,773,098	597,730,980	Cancellation of Treasury Stocks	None	-
2019.01-12	10	100,000,000	1,000,000,000	60,612,932	606,129,320	New Shares issued upon the exercise of share options	None	-
2020.01-12	10	100,000,000	1,000,000,000	62,028,463	620,284,630	New Shares issued upon the exercise of share options	None	-
2021.01	10	100,000,000	1,000,000,000	69,628,463	696,284,630	New shares issued through capital increase by cash	None	-
2021.10	10	100,000,000	1,000,000,000	69,206,463	692,064,630	Cancellation of Treasury Stocks	None	-
2021.01-12	10	100,000,000	1,000,000,000	70,687,604	706,876,040	New Shares issued upon the exercise of share options	None	-

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2022.01-12	10	100,000,000	1,000,000,000	71,928,014	719,280,140	New Shares issued upon the exercise of share options	None	-
2023.07	10	100,000,000	1,000,000,000	73,308,014	733,080,140	New shares issued through capital increase by private placement	None	-
2023.01-12	10	100,000,000	1,000,000,000	74,318,728	743,187,280	New Shares issued upon the exercise of share options	None	-
2024.01	10	100,000,000	1,000,000,000	78,018,728	780,187,280	New shares issued through capital increase by cash	None	-
2024.05	10	100,000,000	1,000,000,000	78,243,265	782,432,650	New shares issued through capital increase by private placement	None	-
2024.11	10	100,000,000	1,000,000,000	78,843,265	782,432,650	New shares issued through capital increase by private placement	None	-
2024.01-12	10	100,000,000	1,000,000,000	80,648,548	806,485,480	New Shares issued upon the exercise of share options	None	-
2025.01-12	10	100,000,000	1,000,000,000	81,283,626	812,836,260	New Shares issued upon the exercise of share options	None	-
2026.01-2026.03	10	100,000,000	1,000,000,000	81,534,015	815,340,150	New Shares issued upon the exercise of share options	None	-

B. Capital and Shares

March 31, 2026; Unit: Share

Type of Stock	Authorized Capital			Remark
	Outstanding Shares	Un-issued Shares	Total Shares
Common Stock	81,534,015	18,465,985	100,000,000	-

Offering and issuance of securities subject to aggregate reporting: None.

3.1.2 List of major shareholders: List all shareholders with a stake of 5 percent or rank in the top 10 in shareholding percentage, and specify the number of shares and stake held by each shareholder on the list

March 28, 2026; Unit:shares/%

Shareholder's Name	Shareholding
	Shares	Percentage
New Labor Pension Fund	2,303,161	2.82%
Johnny Shyang-Lin Shen	1,871,652	2.30%
Government of Singapore -GOS-EFMC	1,556,790	1.91%
Fubon Life Insurance Co., Ltd.	1,541,000	1.89%
Yuanta/P-shares Taiwan Top 50 ETF	1,347,112	1.65%
iShares A.I. Innovation and Tech Active ETF	1,322,000	1.62%
Allianz Global Investors Taiwan Technology Fund	1,050,000	1.29%
Vanguard Total International Stock Index Fund	1,043,520	1.28%

Vanguard Emerging Markets Stock Index Fund	988,463	1.21%
Bank SinoPac as Custodian for ACPF B LIMITED Investment Account	840,000	1.03%

3.1.3 Company’s Dividend Policy and Status

A. The Company’s Dividend Policy:

(1) The Company shall set aside no less than 1% of its annual profits (the annual profits specified in this Article refers to the annual income before tax prior to the deduction of compensation to employees and Directors) as employees’ compensation of the Company and set aside no more than 2% of its annual profits as directors’ remuneration, provided however that the Company shall first offset its losses in previous years that have not been previously offset. The distribution of bonus to employees may be made by way of cash or Shares, which may be distributed under an incentive programme approved pursuant to Article 11.1 above. The employees may include certain employees of the Subsidiaries who meet the conditions prescribed by the Company. The distribution of bonus to employees and to Directors shall be approved by a majority of the Directors present at a meeting attended by two-thirds or more of the total number of the Directors and shall be reported to the Members at the general meeting. A Director who also serves as an executive officer of the Company and/or its Subsidiaries may receive a bonus in his capacity as a Director and a bonus in his capacity as an employee.

(2) As the Company is in the growing stage, the dividend distribution may take the form of a cash dividend and/or stock dividends and shall take into consideration the Company’s capital expenditures, future expansion plans, and financial structure and funds requirement for sustainable development needs etc. The Company may distribute profits in accordance with a proposal for distribution of profits prepared by the Directors and approved by the Members by an Ordinary Resolution at any general meeting. The Directors shall prepare such proposal as follows: the proposal shall begin with the Company’s Annual Net Income after tax and offset its losses in previous years that have not been previously offset, and set aside a special capital reserve, if one is required, in accordance with the Applicable Public Company Rules or as requested by the authorities in charge. Except otherwise stipulated by the applicable laws and the Applicable Public Company Rules, the Company may take into consideration the circumstances and development stage of the Company, in response to any future funding requirement and long term financial planning, while satisfying the shareholders expectation in respect of cashflow, propose profit distribution plan in connection with the retained earnings for approval at the meetings of the shareholders; the distribution of retained earnings may proceed by way of cash dividend or by applying such sum in paying up in full unissued Shares for allotment and distribution credited as fully paid-up pro rate to the Members, and the total amount of Dividends shall not be lower than 10% of the profit of the then current year after deducting the aforementioned amounts, and provided the total amount of cash dividend to be distributed shall be no lower than 10% of the aggregate dividend distributed to shareholders and no more than 100% of the aggregate dividend distributed to shareholders.

(3) Subject to the Statute, the Articles and the Applicable Public Company Rules, the Directors may declare Dividends and distributions on Shares in issue and authorise payment of the Dividends or distributions out of the funds of the Company lawfully available therefor. No Dividend or distribution shall be paid except out of the realised or unrealised profits of the Company, or out of the share premium account or as otherwise permitted by the Statute.

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(4) Except as otherwise provided by the rights attached to Shares, all Dividends shall be declared and paid in proportion to the number of Shares that a Member holds. If any Share is issued on terms providing that it shall rank for Dividend as from a particular date that Share shall rank for Dividend accordingly.

(5) The Directors may deduct from any Dividend or distribution payable to any Member all sums of money (if any) then payable by him to the Company on any account.

(6) The Directors may, after obtaining an Ordinary Resolution, declare that any distribution other than a Dividend be paid wholly or partly by the distribution of specific assets and in particular of shares, debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees as may seem expedient to the Directors.

(7) Any Dividend, distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.

(8) No Dividend or distribution shall bear interest against the Company.

(9) Any Dividend which cannot be paid to a Member and/or which remains unclaimed after six months from the date of declaration of such Dividend may, in the discretion of the Directors, be paid into a separate account in the Company's name, provided that the Company shall not be constituted as a trustee in respect of that account and the Dividend shall remain as a debt due to the Member. Any Dividend which remains unclaimed after a period of six years from the date of declaration of such Dividend shall be forfeited and shall be reverted to the Company.

B. Proposed Distribution of dividend at this year’s Shareholders’ Meeting

The Company proposed to appropriate USD 88,275,709 (USD 1.08574 per share) from its distributable earnings for 2025 as shareholder dividends. The dividends will be distributed entirely in cash.

3.1.4 Effect of stock dividend distribution to the Company’s operating performance and EPS

Not applicable.

3.1.5 Directors’ Remuneration and Employees’ Compensation

A. The percentages or ranges with respect to Directors’ Remuneration and Employees’ Compensation as set forth in the company’s Articles of Incorporation:

The Company will allocate no less than 1% as employees’ compensation and no more than 2% as directors’ remuneration of its profit before tax prior to the deduction of compensation to employees and Directors for the year, respectively.

B. The basis for estimating the amount of Directors’ Remuneration and Employees’ Compensation, the basis for calculating the number of shares to be distributed as stock bonuses, and the accounting treatment of discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period:

The estimated amounts of employee compensation and directors’ remuneration for 2025 are USD 9,000,000 and USD 1,400,000, respectively, calculated at 3.98% and 0.62% of profit before tax prior to the deduction of such compensation and remuneration. If there is any difference between the estimated and actual amounts

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distributed, it will be accounted for as a change in accounting estimate and recognized as an adjustment in the year of distribution.

C. Information on the distribution of compensation approved by the Board of Directors:

(1) Distribution of cash or shares of compensation to employees and Directors. If there are any discrepancies between such an amount and the estimated figure for the year these expenses are recognized, the discrepancy, reasons therefor, and how it is treated shall be disclosed: None.

(2) The amount of distribution in shares of compensation to employees, and as a percentage of the sum of the current after-tax net income on individual or separate financial statements and total compensation to employees: None.

D. The actual distribution of Directors' Remuneration and Employees' Compensation for the previous year (including the share number, dollar amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized compensation to employees and directors, additionally the discrepancy, reasons therefor, and how it is treated: There is no discrepancy between the actual distribution and recognized compensation to employees and directors.

3.1.6 Status of Share Buybacks by the Company

Not applicable.

3.1.7 Information on the Company's Issuance of Bonds

The Company has not issued Bonds (including overseas bonds) up to the date of the publication of the annual report.

3.1.8 Information on Issuance of Preferred Shares

Not applicable.

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3.1.9 Information on issuance of global depository receipts

Issue Date Item	January 20, 2021	January 19, 2024
Issuance and listing	Luxembourg Exchange
Total amount	US$195,548,000	US$412,661,000
Unit offering price	US$25.73	US$111.53
Number of GDR to be issued:	7,600,000 units	3,700,000 units
Sources of the securities underlying the GDR	Issuance of new common shares by cash
Number of shares represented by each GDR	Each GDR represents 1 common share
Rights and obligations of GDR holders	The new common shares have the same rights and obligations as the Company's common shares.
Trustee	None
Depository bank	Citibank, N.A.
Custodian bank	Citibank Taiwan Limited
Outstanding balance	5,646 units
Treatment of expenses incurred at issuance and thereafter	Borne by the issuing company
Important conventions about depository and escrow agreement	Please refer to the depository and custodian contract.
Market price per unit (US$)	2025	Highest	144
		Lowest	59
		Average	103.17
Market price per unit (US$)	Current year to March 31, 2026	Highest	119
		Lowest	77.5
		Average	104.65

-82-

3.1.10 Employee Stock Options

A. Issuance of Employee Stock Options
March 31, 2026

Types of Employee Stock Options	Employee Stock Options in 2016
Approval date	April 26, 2016
Total units (Note 1)	2,000
Issue date	November 11, 2016	March 10, 2017
Shares issued	1,200,000	800,000
Issuable shares	0
Shares of stock options to be issued as a percentage of outstanding shares	1.47%	0.98%
Period	The stock options shall be valid for 10 years from the Grant date and shall expire after such period
Method of performance	Issuance of new shares
Period and percentage in which subscription is restricted (%)	After two full years, 50% of stock options can be exercised, with 1/48 of the total shares vesting every month
Exercised shares	975,000	616,750
Amount of the shares exercised	23,790,000	24,670,000
Unexercised shares	0	5,000
Price per share of the unexercised shares	24.40	40.00
Percentage of unexercised shares to total issued shares	0.00%	0.01%
Number of invalid shares (Note 2)	225,000	178,250
Impact on possible dilution of shareholdings	Financial Statements will be presented in accordance with the International Accounting Standards. However, after two full years upon expiration of the employee stock options granted by the Company, 50% of the granted stock options can be exercised, with 1/48 of the total shares vesting every month. The influence on shareholders' interests will be gradually diluted.

Note 1: One unit is 1,000 shares.
Note 2: The number of invalid shares was from employees' resignation and expired employee stock options.

Types of Employee Stock Options	Employee Stock Options in 2017
Approval date	April 25, 2017
Total units (Note 1)	2,000
Issue date	November 28, 2017	December 5, 2017	January 5, 2017	February 7, 2018	March 30, 2018	April 18, 2018
Shares issued	330,000	500,000	329,000	95,000	250,000	200,000
Issuable shares	0
Shares of stock options to be issued as a percentage of outstanding shares	0.40%	0.61%	0.40%	0.12%	0.31%	0.25%
Period	The stock options shall be valid for 10 years from the Grant date and shall expire after such period
Method of performance	Issuance of new shares
Period and percentage in which subscription is restricted (%)	After two full years, 50% of stock options can be exercised, with 1/48 of the total shares vesting every month
Exercised shares	310,000	420,000	261,900	68,000	211,250	167,125
Amount of the shares exercised	25,172,000	31,458,000	24,985,260	6,330,800	24,251,500	20,155,275
Unexercised shares	0	0	1,100	2,000	15,000	4,500
Price per share of the unexercised shares	81.20	74.90	95.40	93.10	114.80	120.60
Percentage of unexercised shares to total issued shares	0.00%	0.00%	0.00%	0.00%	0.02%	0.01%
Number of invalid shares (Note 2)	20,000	80,000	66,000	25,000	23,750	28,375
Impact on possible dilution of shareholdings	Financial Statements will be presented in accordance with the International Accounting Standards. However, after two full years upon expiration of the employee stock options granted by the Company, 50% of the granted stock options can be exercised, with 1/48 of the total shares vesting every month. The influence on shareholders' interests will be gradually diluted.

Note 1: One unit is 1,000 shares.
Note 2: The number of invalid shares was from employees' resignation and expired employee stock options.

Types of Employee Stock Options	Employee Stock Options in 2018
Approval date	May 21, 2018
Total units (Note 1)	2,000
Issue date	August 10, 2018	September 20, 2018	March 19, 2019	May 20, 2019
Shares issued	500,000	500,000	500,000	500,000
Issuable shares	0
Shares of stock options to be issued as a percentage of outstanding shares	0.61%	0.61%	0.61%	0.61%
Period	The stock options shall be valid for 10 years from the Grant date and shall expire after such period
Method of performance	Issuance of new shares
Period and percentage in which subscription is restricted (%)	After two full years, 50% of stock options can be exercised, with 1/48 of the total shares vesting every month
Exercised shares	452,500	387,337	460,500	396,999
Amount of the shares exercised	53,666,500	33,078,580	33,754,650	28,822,127
Unexercised shares	2,500	44,513	0	52,438
Price per share of the unexercised shares	118.60	85.40	73.30	72.60
Percentage of unexercised shares to total issued shares	0.00%	0.05%	0.00%	0.06%
Number of invalid shares (Note 2)	45,000	68,150	39,500	50,563
Impact on possible dilution of shareholdings	Financial Statements will be presented in accordance with the International Accounting Standards. However, after two full years upon expiration of the employee stock options granted by the Company, 50% of the granted stock options can be exercised, with 1/48 of the total shares vesting every month. The influence on shareholders' interests will be gradually diluted.

Note 1: One unit is 1,000 shares.
Note 2: The number of invalid shares was from employees' resignation and expired employee stock options.

Types of Employee Stock Options	Employee Stock Options in 2019
Approval date	May 21, 2019
Total units (Note 1)	1,000
Issue date	August 7, 2019	November 7, 2019	November 22, 2019	February 18, 2020	April 28, 2020
Shares issued	500,000	40,000	160,000	150,000	150,000
Issuable shares	0
Shares of stock options to be issued as a percentage of outstanding shares	0.61%	0.05%	0.20%	0.18%	0.18%
Period	The stock options shall be valid for 10 years from the Grant date and shall expire after such period
Method of performance	Issuance of new shares
Period and percentage in which subscription is restricted (%)	After two full years, 50% of stock options can be exercised, with 1/48 of the total shares vesting every month
Exercised shares	451,708	20,000	117,166	83,250	100,622
Amount of the shares exercised	42,189,527	3,620,000	23,538,649	16,891,425	26,413,275
Unexercised shares	31,000	0	14,000	55,750	32,917
Price per share of the unexercised shares	93.40	181.00	200.90	202.90	262.50
Percentage of unexercised shares to total issued shares	0.04%	0.00%	0.02%	0.07%	0.04%
Number of invalid shares (Note 2)	17,292	20,000	28,834	11,000	16,461
Impact on possible dilution of shareholdings	Financial Statements will be presented in accordance with the International Accounting Standards. However, after two full years upon expiration of the employee stock options granted by the Company, 50% of the granted stock options can be exercised, with 1/48 of the total shares vesting every month. The influence on shareholders' interests will be gradually diluted.

Note 1: One unit is 1,000 shares.
Note 2: The number of invalid shares was from employees' resignation and expired employee stock options.

Types of Employee Stock Options	Employee Stock Options in 2020
Approval date	April 28, 2020
Total units (Note 1)	2,000
Issue date	June 15, 2020	July 31, 2020	December 15, 2020	March 8, 2021
Shares issued	400,000	200,000	800,000	600,000
Issuable shares	0
Shares of stock options to be issued as a percentage of outstanding shares	0.49%	0.25%	0.98%	0.74%
Period	The stock options shall be valid for 10 years from the Grant date and shall expire after such period
Method of performance	Issuance of new shares
Period and percentage in which subscription is restricted (%)	After two full years, 50% of stock options can be exercised, with 1/48 of the total shares vesting every month
Exercised shares	351,978	108,083	390,383	349,249
Amount of the shares exercised	111,330,641	59,813,132	213,266,233	273,776,291
Unexercised shares	48,022	28,500	184,032	193,563
Price per share of the unexercised shares	316.30	553.40	546.30	783.90
Percentage of unexercised shares to total issued shares	0.06%	0.03%	0.23%	0.24%
Number of invalid shares (Note 2)	0	63,417	225,585	57,188
Impact on possible dilution of shareholdings	Financial Statements will be presented in accordance with the International Accounting Standards. However, after two full years upon expiration of the employee stock options granted by the Company, 50% of the granted stock options can be exercised, with 1/48 of the total shares vesting every month. The influence on shareholders' interests will be gradually diluted.

Note 1: One unit is 1,000 shares.
Note 2: The number of invalid shares was from employees' resignation and expired employee stock options.

Types of Employee Stock Options	Employee Stock Options in 2021
Approval date	May 5, 2021
Total units (Note 1)	1,500
Issue date	May 17, 2021	August 20, 2021	October 29, 2021	March 9, 2022	April 29, 2022
Shares issued	800,000	50,000	50,000	200,000	200,000
Issuable shares	0
Shares of stock options to be issued as a percentage of outstanding shares	0.98%	0.06%	0.06%	0.25%	0.25%
Period	The stock options shall be valid for 10 years from the Grant date and shall expire after such period
Method of performance	Issuance of new shares
Period and percentage in which subscription is restricted (%)	After two full years, 50% of stock options can be exercised, with 1/48 of the total shares vesting every month
Exercised shares	399,873	15,000	23,916	64,436	67,616
Amount of the shares exercised	157,110,102	8,302,500	23,526,169	60,492,517	57,223,421
Unexercised shares	263,855	22,000	16,084	102,854	75,446
Price per share of the unexercised shares	392.90	553.50	983.70	938.80	846.30
Percentage of unexercised shares to total issued shares	0.32%	0.03%	0.02%	0.13%	0.09%
Number of invalid shares (Note 2)	136,272	13,000	10,000	32,710	56,938
Impact on possible dilution of shareholdings	Financial Statements will be presented in accordance with the International Accounting Standards. However, after two full years upon expiration of the employee stock options granted by the Company, 50% of the granted stock options can be exercised, with 1/48 of the total shares vesting every month. The influence on shareholders' interests will be gradually diluted.

Note 1: One unit is 1,000 shares.
Note 2: The number of invalid shares was from employees' resignation and expired employee stock options.

Types of Employee Stock Options	Employee Stock Options in 2022
Approval date	May 23, 2022
Total units (Note 1)	800
Issue date	August 26, 2022	November 15, 2022	May 22, 2023
Shares issued	200,000	100,000	125,000
Issuable shares	0
Shares of stock options to be issued as a percentage of outstanding shares	0.25%	0.12%	0.15%
Period	The stock options shall be valid for 10 years from the Grant date and shall expire after such period
Method of performance	Issuance of new shares
Period and percentage in which subscription is restricted (%)	After two full years, 50% of stock options can be exercised, with 1/48 of the total shares vesting every month
Exercised shares	39,437	18,333	3,000
Amount of the shares exercised	31,190,723	14,968,895	4,431,000
Unexercised shares	135,563	81,667	81,000
Price per share of the unexercised shares	790.90	816.50	1,477.00
Percentage of unexercised shares to total issued shares	0.17%	0.10%	0.10%
Number of invalid shares (Note 2)	25,000	0	41,000
Impact on possible dilution of shareholdings	Financial Statements will be presented in accordance with the International Accounting Standards. However, after two full years upon expiration of the employee stock options granted by the Company, 50% of the granted stock options can be exercised, with 1/48 of the total shares vesting every month. The influence on shareholders' interests will be gradually diluted.

Note 1: One unit is 1,000 shares.
Note 2: The number of invalid shares was from employees' resignation and expired employee stock options.

Types of Employee Stock Options	Employee Stock Options in 2023	Employee Stock Options in 2024
Approval date	May 23, 2023	May 17, 2024
Total units (Note 1)	300	200
Issue date	March 13, 2024	August 26, 2024	November 1, 2024	May 9, 2025	March 9,2026
Shares issued	19,000	20,000	15,000	20,000	40,000
Issuable shares	281,000	165,000
Shares of stock options to be issued as a percentage of outstanding shares	0.02%	0.02%	0.02%	0.02%	0.05%
Period	The stock options shall be valid for 10 years from the Grant date and shall expire after such period	The stock options shall be valid for 10 years from the Grant date and shall expire after such period
Method of performance	Issuance of new shares	Issuance of new shares
Period and percentage in which subscription is restricted (%)	After two full years, 50% of stock options can be exercised, with 1/48 of the total shares vesting every month	After two full years, 50% of stock options can be exercised, with 1/48 of the total shares vesting every month
Exercised shares	0	0	0	0	0
Amount of the shares exercised	0	0	0	0	0
Unexercised shares	18,000	18,000	15,000	20,000	40,000
Price per share of the unexercised shares	3,344.60	2,462.60	2,009.00	2,279.70	2,995.00
Percentage of unexercised shares to total issued shares	0.02%	0.02%	0.02%	0.02%	0.05%
Number of invalid shares (Note 2)	1,000	2,000	0	0	0
Impact on possible dilution of shareholdings	Financial Statements will be presented in accordance with the International Accounting Standards. However, after two full years upon expiration of the employee stock options granted by the Company, 50% of the granted stock options can be exercised, with 1/48 of the total shares vesting every month. The influence on shareholders' interests will be gradually diluted.		Financial Statements will be presented in accordance with the International Accounting Standards. However, after two full years upon expiration of the employee stock options granted by the Company, 50% of the granted stock options can be exercised, with 1/48 of the total shares vesting every month. The influence on shareholders' interests will be gradually diluted.

Note 1: One unit is 1,000 shares.
Note 2: The number of invalid shares was from employees' resignation and expired employee stock options.

B. List of executives and the top ten employees receiving Employee Stock Options
March 31,2026; Unit : share thousand / NT$ thousand

Title	Name	No. of Subscribed Shares	Ratio of Subscribed Shares to Total Issued Shares	Exercised				Unexercised
				No. of Shares	Price Per share	Amount	Ratio of Shares to Total Issued Shares	No. of Shares	Price Per share	Amount	Ratio of Shares to Total Issued Shares
CEO	Johnny Shyang-Lin Shen	3,764.80	4.62%	645.00	24.40	15,738.00	0.79%	0.00	24.40	0.00	0.00%
				142.00	40.00	5,680.00	0.17%	0.00	40.00	0.00	0.00%
Vice President	Hiroyuki Furuzono			160.00	81,20	12,992.00	0.20%	0.00	81.20	0.00	0.00%
				340.00	74.90	25,466.00	0.42%	0.00	74.90	0.00	0.00%
Sr. Vice President	Dave Hwang			59.00	95.40	5,628.60	0.07%	0.00	95.40	0.00	0.00%
Sr. Vice President	Leo Cheng			15.00	93.10	1,396.50	0.02%	0.00	93.10	0.00	0.00%
				6.00	120.60	723.60	0.01%	0.00	120.60	0.00	0.00%
CBO	Engineer, Freedy Noshir			265.00	118.60	31,429.00	0.33%	0.00	118.60	0.00	0.00%
				33.05	85.40	2,822.47	0.04%	2.75	85.40	234.85	0.00%
Vice President	Robert Chang			302.00	73.30	22,136.60	0.37%	0.00	73.30	0.00	0.00%
CFO	Daniel Wang			97.00	72.60	7,042.20	0.12%	18.00	72.60	1,306.80	0.02%
Financial Controller	Nancy Chan			324.00	93.40	30,261.60	0.40%	16.00	93.40	1,494.40	0.02%
CISO/ Vice President	Peter Teng			20.00	200.90	5,250.00	0.02%	0.00	200.90	0.00	0.00%
Vice President	Andy Lin			46.00	202.90	14,549.80	0.06%	29.00	202.90	9,172.70	0.04%
Employee	Doni Ding			10.00	262.50	5,463.00	0.01%	0.00	262.50	0.00	0.00%
	Junichiro Hosaka			301.98	316.30	236,722.12	0.37%	48.02	316.30	37,642.88	0.06%
	James Huang			48.00	546.30	18,859.20	0.06%	15.00	546.30	5,893.50	0.02%
	Yuntao Liao			246.25	783.90	136,299.38	0.30%	133.75	783.90	74,030.63	0.16%
	Allan Lin			126.12	392.90	118,401.46	0.15%	156.88	392.90	147,278.94	0.19%
	Hiroyuki			0.00	553.50	0.00	0.00%	8.00	553.50	23,960.00	0.01%

Nagashima	0.00	846.30	0.00	0.00%	20.00	846.30	16,330.00	0.02%
Aston Tseng	17.00	790.90	34,153.00	0.02%	15.00	790.90	30,135.00	0.02%
Jason Wang	0.00	816.50	0.00	0.00%	8.00	816.50	23,960.00	0.01%
Emma Wei	0.00	2009.00	0.00	0.00%	15.00	2009.00	0.00	0.02%
Jokie Zhou	0.00	2995.00	0.00	0.00%	40.00	2995.00	0.00	0.05%

C. Status of any private placement of employee stock warrants during the 3 most recent years and up to the date of the publication of the Annual Report: None.

3.1.11 Issuance of New Restricted Employee Shares

None.

3.1.12 Status of mergers or acquisitions

None.

3.1.13 Issuance of new shares for merging and transferring the stocks of other companies

None.

3.2 Implementation of Company's Capital Allocation Plans

None.

IV. Overview of Business Operations

4.1 Business Activities

4.1.1 Business scope

A. Main business operations

Alchip is a leading ASIC (Application Specific Integrated Circuit) service company specializing in High-Performance Computing (HPC) and AI (Artificial Intelligence) infrastructure applications.

B. Revenue by service category

Unit: NT$ thousand

Category	2024		2025
	Amount	%	Amount	%
ASIC and Chip production	51,586,295	99.27	30,446,828	98.45
NRE	365,751	0.70	446,352	1.44
Others	16,524	0.03	32,912	0.11
Total	51,968,570	100.00	30,926,092	100.00

C. Main products and services

(1) ASIC and Chip production: Provides customers with Non-Recurring Engineering (NRE) of Application Specific Integrated Circuits (ASICs) and System on Chips (SoCs); and mass production management of wafer manufacturing, packaging, and testing.
(2) Non-Recurring Engineering (NRE): Provides the circuit design component database and Silicon Intellectual Property (SIP) required by product design to produce circuit diagrams for the mask-making process, manufacture masks, wafer, cutting, and packaging on a consign basis; then delivering trial production samples after product testing.
(3) Others: Provides customers with one-off back-end wafer fabrication, packaging, and testing.

D. New products (services) development

The Company is committed to the research, development, and manufacturing of leading-edge integrated circuits, including custom design utilities and design methodologies that ensure quality services. It also provides a chiplet technology platform; an HPC IP portfolio (including HBM, UCIe, PCIe and SerDes); and the latest 3.5D heterogeneous packaging capabilities to meet AI/HPC market demands.

4.1.2 Industry overview

A. Current status and industry outlook

As Moore's Law approaches its physical limits, the continued performance scaling of general-purpose processors faces increasing challenges. By contrast, Application-Specific Integrated Circuits (ASICs) are gaining prominence due to their highly optimized architectures for specific workloads and algorithms. By offering enhanced computational throughput and significantly improved power efficiency, ASICs are a critical enabler of innovation and performance breakthroughs across the semiconductor industry. Alchip provides design and manufacturing services for highly complex ASICs and SoCs. The industry's current status and outlook are as follows:

(1) Rise of fabless ASIC

In the past, a system company could choose to develop its own ASICs and/or SoCs to create differentiation and stay competitive; or to entrust the turnkey production process, including design,

manufacturing, packaging, and testing to reliable ASIC partners. Currently, the advent of deep submicron process technologies increased expenditure on technology R&D, investments in machinery, equipment, and factories rose rapidly. Integrated Design Manufacturers (IDMs) couldn't afford the infrastructure investment, so pure-play foundries surpassed them. Many systems companies responded by concentrating their resources on product specifications and front-end design, choosing to outsource the product's back-end design and production to fabless ASIC companies.

Through collaboration with strategic partners (including wafer fabrication, packaging, and testing house), fabless ASIC companies provide complete solutions, from RTL/Netlist to chip manufacturing, packaging, and testing. System companies now enjoy faster time-to-market, lower costs, and more professional design capability.

(2) SoC Overview

With the evolution of integrated circuit (IC) manufacturing processes and electronic component miniaturization, the market demand for small, power-efficient multifunction devices increased dramatically, paving the way for the system-on-chip (SoC) integrated circuit. SoC refers to the integration of a core processor, logic unit, memory unit, and a variety of I/O interfaces on a single chip. One chip can function as a complete system leaving space for other devices that perform a variety of specific functions, such as GPS positioning, WiMax, Audio/Video, cameras, and TV receivers.

As foundry processes move toward nanoscale nodes and external IP become broadly adopted, SoC designers face design validation and analysis challenges. Growing integration complexity has led to a surge in SoC costs and with them, increased risks. By offering a total design solution tightly coupled with manufacturing processes, Alchip provides substantial added value to its customers. Very few fabless ASIC companies can provide high-end SoC design. The Company's design capacity is, therefore, fully occupied most of the time. More growth can be expected as large system companies outsource more and more SoC designs.

B. The up-stream, mid-stream, and down-stream semiconductor value chain

The fabless ASIC industry has driven the development of system applications, silicon intellectual property (SIP), manufacturing, packaging, and testing; forming an industry value chain characterized by specialization and a division of labor. The diagram below defines, in a general way, functions performed by each link in the value chain.

C. Product Development Trends

(1) ASIC: ASIC development is being driven by both market demand and technological advancements. As emerging technologies such as 5G, the Internet of Things (IoT), artificial intelligence (AI), and autonomous driving continue to rapidly evolve, ASICs have become essential components due to their high performance, low power consumption, and customization capabilities. With AI technology advances, particularly in generative AI and large-scale language models, there is increasing demand for computational power and energy efficiency. This drives the rapid expansion of ASICs in the AI sector.

Technologies like ChatGPT signify breakthroughs in AI chip technology, solidifying ASICs as pivotal to the future of AI chips. Initially focused on smart terminals, ASICs are rapidly penetrating the cloud inference domain, due to their exceptional computational capabilities. The increasing demand for computational power for large-scale models emphasizes the significance of inference ASICs, making them vital to the AI chip market. Simultaneously, expanding consumer electronics demand is also expected to fuel ASIC market growth. Technologically, ASIC design and manufacturing are moving toward more cutting-edge process nodes, where 5nm, 3nm, and 2nm technologies significantly improve performance and energy efficiency. Additionally, the adoption of 3D packaging technology has contributed to integration and functional complexity, while advances in Electronic Design Automation (EDA) tools have shortened design cycles and reduced development costs.

(2) SoC: The evolution of System-on-Chip (SoC) demands a delicate equilibrium across performance, computational power, power efficiency, and manufacturing complexity. AI has emerged as a pivotal domain for SoC manufacturers, imposing rigorous algorithmic requirements, particularly in power-constrained scenarios where computational efficiency is paramount. SoCs have dominated sectors like smartphones and tablets, driven by demand for high performance and low power consumption. They are also found in applications such as autonomous driving and Artificial Intelligence of Things (AIoT) and are expected to expand into other domains. The proliferation of Big Data increases the need for edge computing, fueling growing demand for intelligent hardware.

D. Market competition

The primary competitors for Fabless ASIC companies are Integrated Design Manufacturer (IDM) and other Fabless ASIC companies. With the shift to deep submicron technology, large IDMs have declined, unable to compete with fabless ASIC companies because of the high cost of production. Currently, most IDMs are gradually moving to a Fab-lite or Fabless model. Time-to-market is becoming a significant differentiator amongst Fabless ASIC competitors. Fabless ASIC companies are highly dependent on foundry capacity, and tight supply in advanced process nodes (such as 5nm and 3nm) has emerged as a major bottleneck, affecting both delivery schedules and cost structures. With improving processing speed improvement, and more complex modulation/demodulation algorithms, designers are minimizing power consumption in shorter design cycles. Other designers are investigating how package design can tolerate ultra-high-power consumption to ensure high-speed interface signal quality. Industry competition is evolving from a focus solely on design capability to a more integrated model encompassing design, supply chain integration, and delivery execution. Companies that can secure advanced process resources and provide highly predictable delivery will gain a critical competitive advantage in the future. Alchip is successfully responding to both challenges and is considered a leading fabless ASIC company in a competitive global semiconductor market.

4.1.3 Research and Development

A. In 2025 and 2024, the Company invested NT$1,831,066 thousand and NT$2,141,874 thousand in R&D, respectively.

B. Successful technology development

Alchip utilizes electronic design automation (EDA) tools and internally-developed design technologies, including circuits, physical design, and unique software tools for design, to improve device efficiency, reduce size, lower power consumption, and speed deployment. Internally researched and developed technologies are listed below:

(1) Hierarchical physical design and timing budget method: Through this method, chip design is divided into multiple parts that can be designed simultaneously, controlling the timing of each part to meet a chip's overall timing requirements.

(2) Physical design method: Through this method, diverse types of Silicon Intellectual Property (IP) are used in the high-density chip design to reduce the chip size and achieve cost cutting goals.

(3) Timing and electrical design method: This method improves the defect-free rate by adjusting several parameters.

(4) Power consumption distribution method: This method reduces power consumption and enhances electrical efficiency.

(5) Design for Testability (DFT): This method maximizes chip test coverage, optimizes test vectors, and reduces test time and costs.

(6) Product planning and specification development technology: Alchip conducts cost planning, including the selection of a System-on-Chip (SoC) or System in Package (SiP), system cost and bill of material (BOM) costs planning, consideration of process maturity and Silicon Intellectual Property (IP) stability, feasibility of next-generation process (half node), and evaluation on Static Random Access Memory (SRAM) repair. It also specifies finished product testing solutions, including the joint development of test solutions with IP vendors, and establishing built-in test module (DFT, BIST), that reduces testing cost. The technology also develops the most appropriate packaging approach and coordinates with packaging houses to maximize finished product quality and market efficiency.

(7) SoC and 2.5D/3D package co-design: Advanced packaging technologies are evolving from 2.5D toward 3D and 3.5D, playing a pivotal role in AI HPC system-on-chip (SoC) design. Alchip has successfully delivered multiple chip design projects on N5/N3/N2 nodes, leveraging 2.5D and 3D technologies from die design through packaging. The company is now advancing into 3.5D, integrating multiple vertically stacked 3D dies within a single package. Alchip's proprietary 3D clock tree architecture ensures full clock synchronization between top and bottom dies and enables high-speed inter-layer data transfer, empowering customers to achieve highly efficient 3D chip integration and strengthening Alchip's leadership in advanced packaging solutions.

(8) Prototype and production technology: During device prototyping and production stages, Alchip works closely with suppliers to reduce time-to-production, while analyzing product characteristics and sensitivity. They then formulate process conditions and test specifications for the mass production. The Company also provides a small number of prototypes. During the final acceptance inspection process, Alchip prepares the mass production of chips, including reliability/qualification analysis. Upon entering production, it continues to improve the defect-free rate and shortens testing time to reduce production costs.

C. Latest technology successes

(1) Taped out a 5nm networking design in the second half of 2023.

(2) Developed 3nm customer design plans with test chip tape-out in January 2023.

(3) Completed multiple 7nm designs with TSMC CoWoS® and InFO advanced packaging with customer products entering mass production in 2023.

(4) Taped out a 5nm automotive ethernet transceiver design in the second half of 2024.

(5) Completed multiple 5nm designs for artificial intelligence applications in 2024.

(6) Completed 2nm test chip design and taped out in the second half of 2024.

(7) Completed 3nm+5nm 3DIC design in 2025. Customized UCIE/PCIE PHY implemented, 3D LiteIO implemented.

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(8) Completed multiple 2nm designs for artificial intelligence applications in 2025.

(9) Tier-one system company successes
A. A North American company collaborated with Alchip in 2023 to produce an advance packaged 7nm artificial intelligence device.
B. A North American company collaborated with Alchip in 2024 to produce an advance package 5nm artificial intelligence device.
C. A North American company collaborated with Alchip in 2025 to produce an advance package 3nm artificial intelligence device.

D. Intellectual Property Management

Intellectual property rights are legal protections granted to the outcomes of human creativity. Alchip has established an intellectual property management program aligned with its operational strategy in order to encourage R&D personnel to contribute to inventions and innovations.

Alchip has established a Plan-Do-Check-Action (PDCA) management cycle to promote the effective operation of various business interests, properly protect R&D achievements, enhance competitiveness, ensure operational freedom, and maximize value for shareholders.

Alchip reports its intellectual property management program and annual implementation status to the Board of Directors each year. The most recent report was submitted on November 5, 2025.

(1) Intellectual Property Management Policy

To effectively enhance the acquisition, protection, maintenance, and utilization of intellectual property rights and to comply with applicable intellectual property laws and regulations, Alchip has established the following intellectual property management policies:

A. Comply with intellectual property regulations issued by the Taiwan Intellectual Property Office under the Ministry of Economic Affairs and other relevant laws and regulations.
B. Comply with international intellectual property conventions and the relevant requirements and operational procedures of intellectual property authorities in various countries and regions.
C. Establish appropriate intellectual property management mechanisms and integrate such mechanisms into business operations and processes.
D. Establish systems for intellectual property management and protection, continuously accumulate intellectual property capabilities, and allocate sufficient resources to effectively implement and maintain the intellectual property management system.
E. Establish diversified internal incentive programs to encourage employee innovation and stimulate intellectual property creation.
F. Monitor internal and external risks and opportunities related to intellectual property management and continuously review and improve the system to ensure its effectiveness and alignment with Alchip's expectations.
G. Cooperate with external law firms and intellectual property agencies as an extension of the internal management team to maintain the validity of existing patents, plan patent portfolios, and monitor industry developments affecting patents.
H. Strengthen internal awareness of intellectual property rights through ongoing education and training to enhance employees' understanding of their importance, thereby reducing related risks and enabling appropriate responses when necessary.

(2) Certification and Implementation

Alchip's intellectual property management system is implemented progressively in four stages, with corresponding levels of management intensity:

A. Initially focusing on quantity, emphasizing achieving a certain number of patent applications.
B. While increasing the number of patents, placing greater emphasis on reviewing the quality of each patent application.

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C. As patent quality improves, potential litigation of risks associated with intellectual property increase, requiring further evaluation and response strategies.

D. Finally, introducing patent commercialization and activation, including patent licensing or assignment strategies as part of patent portfolio planning.

E. While gradually improving the quality of patent applications, Alchip maintains its internal intellectual property management system based on the PDCA management cycle. As litigation risks increase, Alchip will gradually introduce the Taiwan Intellectual Property Management System (TIPS) to ensure that its implementation aligns with Alchip’s operational strategy while maintaining necessary flexibility.

(3) Intellectual Property Resources and Management Measures

To build a strong intellectual property foundation, Alchip has implemented various measures. Establish diversified internal incentive programs to encourage employee innovation and intellectual property creation.
Protect R&D achievements through different intellectual property systems, such as patents for technological achievements, trademarks for brand value, copyrights for cultural and creative works, and trade secrets for confidential information. These protections allow Alchip to pursue legal remedies when rights are infringed.
Cooperate with external professional firms as an extension of the internal management team to maintain patent validity, plan patent portfolios, and track industry trends affecting patents.
Evaluate industry development trends and assess internal and external challenges, strengths, and weaknesses to formulate forward-looking R&D objectives and establish effective R&D management mechanisms.

A. Patent Management

i. Conduct patent searches in a timely manner based on business strategies and cooperate with external firms to develop patent registration strategies.
ii. Understand patent registration and protection regulations in relevant markets.
iii. Enhance patent knowledge among R&D personnel and effectively initiate patent maintenance processes.
iv. Assign dedicated units to maintain patents, preserve patent documentation, and ensure their validity.

B. Trademark Management

i. Conduct trademark searches, risk assessments, and registration applications prior to expanding domestic and international business.
ii. Evaluate countries and regions where Alchip operates to ensure trademark legality, exclusivity, and to avoid infringement of others’ trademark rights.
iii. Protect trademark rights through legal remedies when necessary.
iv. Regularly update trademark registration and renewal records and maintain evidence of trademark usage in accordance with approved designs.
v. Maintain trademark-related documentation through dedicated management units.

C. Trade Secret Management

i. Ensure that new employees acknowledge confidentiality obligations and sign relevant documents regarding confidentiality, non-infringement warranties, and related commitments during onboarding.
ii. Continuously strengthen employees’ awareness and compliance regarding confidentiality.
iii. Require the execution of NDAs when confidential information must be disclosed externally.
iv. Strictly enforce access control and information security management measures.

D. Copyright Management

i. Employees creating works must ensure that they do not infringe upon others’ copyrights. When referencing others’ works, they must do so within reasonable use and properly cite

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sources.

ii. Work equipment and computer software must be used legally to avoid copyright violations.
iii. Understand copyright systems and protection regulations in overseas markets.
iv. Conduct intellectual property education and training to enhance employee knowledge of intellectual property rights.

(4) Intellectual Property Protection and Infringement Prevention

A. All works, creations, inventions, designs, trade secrets, and other intellectual property developed by employees in the course of their duties belong to Alchip. If internal evaluation determines that intellectual property protection is necessary, the responsible management unit shall promptly complete the application procedures.

Onboarding stage: New employees must sign confidentiality agreements, non-infringement warranties, and agreements regarding ownership of intellectual property results, and must fulfill their obligations to protect trade secrets.
Employment stage: Access and usage permissions for trade secret information are managed through hierarchical controls, and intellectual property awareness is periodically reinforced.
Termination or retirement stage: Employees are clearly reminded of intellectual property ownership, confidentiality obligations, and non-compete obligations.

B. When conducting R&D or creative activities that generate intellectual property, Alchip must align such activities with its operational objectives and strictly comply with intellectual property laws and regulations, ensuring no infringement of others' intellectual property rights. When intellectual property is developed through outsourcing or collaboration with third parties, contractual provisions may require that such third parties do not infringe upon the intellectual property rights of others and comply with confidentiality obligations.
C. When licensing Alchip's intellectual property to third parties, relevant contracts may specify the licensing scope, usage restrictions, and applicable penalties when necessary.
D. When Alchip needs to use third-party intellectual property rights, authorization must be obtained from the rights holder. In collaborations with third parties who may use others' intellectual property, contracts may include warranty clauses regarding non-infringement.

(5) Implementation Status in 2025

As of the end of October 2025, Alchip's intellectual property portfolio includes:

Patent: A total of 22 global patent applications, of which 20 have been granted and 2 remain under examination.
Global Integrated Circuit Layout Design: A total of 166 applications, all of which have been approved, and
Trademark: A total of 40 applications, with 20 registered and publicly announced, and the remaining 20 are currently pending.

4.1.4 Short-term and long-term business development plans

Alchip will continue to focus on its core businesses – research, development, design and manufacturing of high-end processing SoCs by working closely with world-class manufacturing suppliers through leading technologies. The Company's short- and long-term business development plans are implemented through R&D, business, and production initiatives.

Item	Short-term Business Development Plan	Long-term Business Development Plan
R&D	1. Enable early customer adoption of advanced 2/1.4nm process technology. 2. Invest in a 2/1.4nm test chip to validate silicon data and design methodology.	1. Build an AI-assisted SoC design platform to support leading edge semiconductor process nodes.
Business	2. Develop a 2.1.4nm and 2.1.4nm test chip to evaluate the performance of the 2.1.4nm and 2.1.4nm test chip.	2. Develop a 2.1.4nm and 2.1.4nm test chip to evaluate the performance of the 2.1.4nm and 2.1.4nm test chip.
Business	3. Develop a 2.1.4nm and 2.1.4nm test chip to evaluate the performance of the 2.1.4nm and 2.1.4nm test chip.	3. Develop a 2.1.4nm and 2.1.4nm test chip to evaluate the performance of the 2.1.4nm and 2.1.4nm test chip.

| | 3. Design and verify high-speed 3.5D D2D (die-to-die) interface IP to facilitate customer 3D SoC designs at 2/1.4nm chip design.
4. Invest in a 3.5D test chip in collaboration with a major foundry and OSAT supplier to ensure 3D packaging readiness.
5. Extend the low-power and low-voltage custom digital cell portfolio for 2nm and blow chip designs. | 2. Enable SoC designs through a 3.5D chiplet solution platform.
3. Develop next-generation SolC/CPOV System-on-Wafer (SoW) design technology to enable customers to leverage diverse packaging technologies for system-level integration.
4. Expand the Silicon Intellectual Property library by investing in high-end custom digital/analog circuit R&D.
5. Improve performance and energy saving by introducing a new SoC design methodology and custom circuit.
6. Enable system-level design services by offering SI/PI/Thermal and IP-sub-system design and verification. |
| --- | --- | --- |
| Business | 1. Focus on system customers, and select products with a large volume potential, particularly in HPC/AI fields.
2. Transit system customers’ existing products into advanced processes to reduce costs and power consumption.
3. Increase system integration such as SoC and SiP architectures.
4. Find and develop customers with the best market potential; focus on customers in the Company’s three main target markets. | 1. Build services for major global customers through long-term partnerships and core technologies, creating visibility and expanding market share.
2. Strengthen strategic alliances and long-term partnerships with silicon intellectual property suppliers.
3. Collaborate with customers to develop application platform architectures, establish cooperative alliances, and increase competitiveness of system integration architectures, such as SoC and SiP.
4. Enhance cooperation between upstream and downstream companies; broaden the scope to include market information. |
| Production | 1. Enhance integration of upstream, midstream, and downstream processes.
2. Provide high-quality supply chain management to create added value.
3. Build long-term foundry partnerships. | 1. Strengthen the link between design and production; continuously reduce production costs and improve the defect-free rate.
2. Provide higher-quality supply chain management and additional back-end consulting capabilities to create added value.
3. Maintain strong, long-term partnerships with foundries to include IP verification and R&D. |

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4.2 Market and Sales Overview

4.2.1 Market analysis

A. The scale of IC industry is growing.

NT$B	2022	22/21	2023	23/22	2024	24/23	2025	25/24	2026 (e)	26 (e)/25
Industry Revenue	4,837.0	18.5%	4,342.8	-10.2%	5,315.1	22.4%	6,522.5	22.7%	7,715.0	18.3%
IC Design	1,232.0	1.4%	1,096.5	-11.0%	1,272.1	16.0%	1,424.5	12.0%	1,521.4	6.8%
IC Manufacturing	2,920.3	31.0%	2,662.6	-8.8%	3,419.5	28.4%	4,386.9	28.3%	5,433.9	23.9%
Foundry	2,684.7	19.1%	2,492.5	-7.2%	3,243.8	30.1%	4,169.3	28.5%	5,131.7	23.1%
Memory & Other Manufacturing	235.6	-18.2%	170.1	-27.8%	175.7	3.3%	217.6	23.8%	302.2	38.9%
IC Packaging	466.0	7.0%	393.1	-15.6%	423.3	7.7%	482.5	14.0%	516.3	7.0%
IC Testing	218.7	7.7%	190.6	-12.8%	200.2	5.0%	228.6	14.2%	243.4	6.5%
IC Product Revenue	1,467.6	-2.3%	1,266.6	-13.7%	1,447.8	14.3%	1,642.1	13.4%	1,823.6	11.1%
WW Revenue (US$B) & Growth (%)	574.1	3.3%	526.9	-8.2%	627.6	19.1%	791.7	25.6%	999.9	26.3%

(e): Estimate
Source: TSIA, ISTI/ITRI (February 2026)

A survey conducted by TSIA (Taiwan Semiconductor Industry Association) revealed that the global inflation has moderated, and end-market demand is gradually recovering, driven by the rising adoption of AI applications, fueling continued semiconductor industry growth. 2025 semiconductor revenue in the US totaled US$254.7 billion, a 26.5% growth from 2024. 2025 Revenue in Japan totaled US$44.5 billion, a 4.7% decline on-year. Revenue in Europe totaled US$54.5 billion, a 6.3% increase on-year. Revenue in China totaled US$217.1 billion, up 17.3% on-year. Revenue in Asia Pacific totaled US$220.9 billion, a 45.0% increase on-year. 2025 worldwide semiconductor revenue totaled US$791.7 billion, a year-to-year growth of 25.6%. Taiwan IC revenue in 2026 is expected to reach NT$7,715B (US$246.9B) (18.3% growth from 2025), with NT$1,521.4B in design (US$48.7B) (up 6.8%). Growth is attributed to a low base from the previous year, recovery in consumer electronics, and the launch of new devices like smartphones and AI-enabled PCs, which have increased demand for semiconductor components. The surge in edge AI computing and communication infrastructure upgrades have also boosted demand across AI, telecom, and consumer electronics markets, contributing to significant growth in Taiwan's IC design industry.

(1) Trend I: An industry with specialization and a division of labor

Until the early 1980's, the semiconductor industry was characterized as a closed production system that vertically integrated upstream, midstream, and downstream processes through system companies who operated standalone enterprises. The dedicated foundry business model, established by TSMC and UMC in 1987, changed all of that. After 2000, the specialization and division of labor in the semiconductor industry became increasingly apparent, apart from a few large IDMs who owned both IC design and foundry capabilities. Today, system companies concentrate on R&D in core technologies and brand marketing, outsourcing back-end design and production supply chain management to fabless ASIC companies. The fabless ASIC companies have allied with strategic partners to form an industry characterized by specialization and a division of labor.

(2) Trend II: High-end processes replace low-end processes.

ASIC design seeks to reduce the cost of high-end processes, lower power consumption and shrink device size. Driven by robust demand across 5G, artificial intelligence (AI), high-performance computing (HPC), and automotive applications, together with continued advancements by foundries in leading-edge process nodes and the accelerated adoption of 2.5D/3D/3.5D advanced packaging technologies to extend Moore's Law, the global ASIC market is projected to reach approximately USD 150 billion by 2030.

(3) Trend III: System integration gradually moves to SoC (system design)/SiP (System in Package) System Products face intense market competition. Shorter development times and more efficient designs are primary customer requirements. ASIC design covers both SoC and SiP system level integration. Compared with traditional IC packaging, SiP package stacking technology reduces design time, increases packaging density, lowers risks, and saves system costs. While pursuing high-end processes, one has to consider chip packaging and testing technology to gain competitive cost, power consumption, and volume advantages. In the future, SoCs will gradually move towards cross-platform collaboration to make the most competitive integration through SiP/ SoC integration.

(4) Trend IV: System manufacturers gradually move toward outsourcing ASIC design and production. Major system products manufacturers serving markets, such as cameras, tablet PCs, and smart phones, are under the dual pressure of providing more functional diversity at cost-competitive prices. Increasingly, these companies are investigating the adoption of an ASIC strategy to gain differentiation and competitive advantages. System manufacturers will concentrate more on keeping core firmware in-house and gradually move toward outsourcing ASIC design and production. As automobiles transform into highly connected smart vehicles, the demand for specialized automotive chips has grown significantly. ASICs are key to supporting the development of automotive intelligence and electrification, driving industry innovation. Meanwhile, with rising AI computational power demands, cloud providers face challenges related to higher energy consumption and costs. ASICs, with their high performance and low power consumption, have become the preferred solution for cloud providers to meet specific computational needs. Overall, ASICs are becoming essential across multiple sectors, driving technological progress and industry advancement.

B. Sales by region
Unit: NT$ thousand

Regions of sales	2024		2025
	Amount	%	Amount	%
Japan	802,591	1.54	2,488,235	8.05
Mainland China	4,679,049	9.00	2,509,028	8.11
Europe	1,164,203	2.24	189,570	0.61
United States	44,721,267	86.06	24,103,563	77.94
Others	601,460	1.16	1,635,696	5.29
Total	51,968,570	100.00	30,926,092	100.00

C. Market share

As a global ASIC/SoC design service leader, Alchip drives its business with scale and uniqueness. It is one of the top 10 IC design companies in Taiwan.

D. Future Demand/Supply Conditions and Potential Market Growth

Driven by the continued expansion of demand across artificial intelligence (AI), high-performance computing (HPC), 5G, automotive, and data center applications—particularly under the accelerating momentum of the AI wave—global cloud service providers (CSPs) are increasingly investing in the development of customized ASIC solutions to reduce reliance on GPU vendors. This trend is significantly driving ASIC demand and

positioning it as a core growth engine for the semiconductor industry. Overall, the fabless business model has become one of the dominant paradigms in the global semiconductor industry. Across all geographic regions, North America's huge domestic market is the driving force behind Alchip's growth, and it will be a key area of focus for Alchip's future development. On the technology front, the Company constantly improves its FinFET technology (16nm and below) methodologies, improves its use of general commercial software for R&D design (EDA), and enhances its supplier chain management to make its customers' products market leaders.

E. Competitive Niche

(1) Advance process technology experience:
Currently the technical experience of most fabless ASIC companies remains at the 28nm node and above. Alchip, however, stands out with its cutting edge, advanced technology capabilities, focusing primarily on highly complex designs with more than 20 million gates using advanced process technologies of 7nm and below for world-class system companies. Alchip has successfully overcome challenges in electrical closure (including power management, timing convergence, system interface, and signal integrity), Design-for-Test (DFT), Design-for-Manufacturing (DFM), and other system-level challenges.

(2) Its approach has led to reduced design time and increased chip efficiency, which in turn lowers costs, boosts production efficiency, reduces power consumption, and optimizes chip size. Customization service:
To meet individual and diverse customers' needs, the Company offers moderate flexibility and creates customized design. Alchip aims to first understand customers' requirements, then provides comprehensive services from design to mass production.

(3) Quality Assurance:
Alchip's goal is to provide the highest-quality solutions that reflect the highest standard of excellence, and creativity. In that spirit, the Company integrates Design-for-Test (DFT) capabilities into the design stage. Additionally, a hardware circuit is installed on a chip to facilitate early detection of faults and manufacturing defects, thereby reducing testing costs and improving the defect-free rate in mass production. These steps are part of Alchip's strict quality policies, which include continuously reviewing and enhancing services. The aim of this quality service is to complete tasks in a time-sensitive and highly cost-effective manner, ensuring that products and performance meet customer's requirements.

(4) Advanced process design technologies:
Alchip engineers have mastered a vast array of design capabilities covering both mature and advanced process technologies. This expertise provides them with an in-depth understanding of the variability across advanced processes. As a result, Alchip engineers are able to minimize design risk by predicting and preventing issues arising from this variability. In the chip design and packaging, their system analysis capabilities and experience ensure the predictability of system factors, such as: Signal Integrity (SI) and Power Integrity (PI). Alchip's advanced process design solutions have achieved empirical results for more than 200 million mass-production chips. By adopting Alchip's design programs, customers can achieve their product design goals in the shortest possible time and gain significant cost-effectiveness when their devices reach mass production.

(5) Reliability Assurance:
High-complexity SoCs encounter numerous challenges related to reliability, quality, cost, and time-to-market. The Company has completed over 500 design projects since it started business in 2003 and has earned a number of industry and system company quality certifications. Regardless of complexity, Alchip has constantly achieved first time silicon success on all its wafer starts. Alchip has accumulated this enviable record because it carefully considers all environment variation factors during early circuit

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design stages, which helps eliminate the time and reduce the costs associated with re-designs and re-spins.

(6) Alchip secures a high level of reliability assurance through careful planning and execution, concentrating on reliability, providing pre-sales support, and continually enhancing the reliability in related products. Long-term customer relationships and strategic alliance partners:

The Company maintains long-term relationships with all customers, and pursues shared goals for better, quicker outcomes and reduced costs.

Through its supply chain management practices, it also upholds strong relationships with strategic partners upstream and downstream, providing customers with comprehensive solutions and more competitive products.

F. Advantages, disadvantages, and responsive strategies in the development of perspective

(1) Advantageous factors:

i. A complete semiconductor industry supply chain in Taiwan: The semiconductor industry is characterized by a division of labor based on specialization and close relationship between upstream and downstream partners. Taiwan has advanced-process wafer fabs, packaging, and testing houses and complete set of satellite suppliers. This ecosystem offers a comparative advantage in IC design services. Additionally, Taiwan's convenient location makes it an attractive hub for international business, because of its world-class international competitiveness.

ii. Large demand for semiconductor products from Taiwan domestic market: Taiwan's OEM/ODM model extends beyond semiconductors, also possessing very high production efficiency and economies of scale in system product manufacturing. Therefore, there is a large demand within Taiwan's domestic market to support orders from foreign manufacturers companies. Overall speaking, Taiwan's semiconductor industry is driven largely by demand for high-performance computing, artificial intelligence, 5G networks, and autonomous self-driving vehicles. With the robust demand for high-end devices, the industry prospects offer a promising outlook.

iii. Taiwan government policy support: The government of Taiwan has robustly supported the electronics industry, particularly through investments in the semiconductor OEM/ODM sector, and by promoting the growth of the information technology, consumer electronics, and IC manufacturing industries. The government views the cultivation of talented individuals and the development of a strong industrial structure as key to the long-term development of the sector.

(2) Disadvantageous factors and responsive measures:

i. The number of engineers with advanced process experience is limited, and it is difficult to find talents. With the booming development of the IC industry, the acquisition of professionals has become increasingly competitive. In response, companies often pay a high price to recruit and keep outstanding talents which increases the labor cost.

[Responsive Measure]

The Company cultivates its talents over time through a blend of internal and external professional education and training programs, coupled with on-job training. Additionally, it enhances employee benefits to reduce the turnover rate.

ii. Given the semiconductor industry's promising outlook both short-term and long-term, the demands for design resources are expected to be extensive. In response, the Company must steadily increase its resources to enhance service quality. Furthermore, IDM business model is fast becoming non-competitive and system customers are aggressively looking for long-term business partners, the design service industry, currently limited in size, needs to expand its scale to secure larger orders from world-class system companies.

[Responsive Measure]

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Simplify the development and design process to boost productivity.
Develop application specific Silicon Intellectual Property (IP) platforms to shorten design time and reduce resource needs.

4.2.2 Main Product Application and Production Flow

A. Main product application

Alchip's major products are divided into three categories:

(1) Artificial Intelligence/High-Performance Computing/Communication networking/Automotive market: The market for network, storage, and computing devices is growing. To meet higher standards for performance, these devices must use increasingly complex high-efficiency and high-density systems-on-chips (SoCs). Alchip has completed several high-performance computing (HPC) devices that are ranked at the top of the Green500 ratings for a Japanese system company. In addition, the Company has also completed a number of HPC projects for CPU manufacturers in China. In the U.S. and Europe regions, Alchip has provided advanced process design and mass production for several high- profile HPC and AI customers.
(2) Consumer electronics products: Alchip's consumer electronics experience includes designs for applications such as HD-TV, mobile phones, digital still and video cameras, entertainment systems, portable media players, and tablet PCs. Mobile communication devices applications cover MP3, camera, GPS, mobile TV, wireless, and gaming. The semiconductor consumer sector is the fastest growing segment. In response to the fierce competition in the market, Alchip provides predicable chip realization time, adopts applied efficiency circuits with empirical experiences, completes prototype chips and enters mass production in the shortest possible time to help customers achieve maximum returns on their investments.
(3) Niche market products: These include ASIC designs for special applications such as automotive, surveillance systems, entertainment machines, and medical equipment and instruments.

B. Production process of major products:

Chip design is composed of front-end design and back-end design. The front-end design is provided by the system company. The back-end design, production, and manufacturing are subcontracted to Alchip.

At the front-end, the system company defines the product concept. RTL (Register Transform Level) is used to describe functions required by the IC and determines the operating speed of the product. Finally, the target database containing all the details (basic functional logic) is established. Through synthesis software, RTL is converted into a Netlist, where electronic circuits are converted to logic gates, functions are defined, and

the operating clock is optimized. The completed front-end design is then given to a fabless ASIC company like Alchip for back-end design.

Back-end design is divided into two phases. The first phase begins with the initialization of the design case and ends in receipt of customer's final Netlist. In the second phase, engineers use physical design software to convert the Netlist into the actual device layout and generate what is called a GDSII file that is used to print the manufacturing masks. This is commonly known as tape-out.

Alchip provides back-end design and complete "turnkey" services that cover wafer fabrication, packaging, and testing. In Alchip's service process, the wafer fabrication phase begins after delivery of the GDSII file to foundries for manufacturing. The chip manufacturing process is roughly divided into the following steps: wafer fabrication, wafer probe, assembly, initial test and final test. Alchip has built close working relationships with its suppliers so that it can provide complete back-end design and production.

(1) Silicon Intellectual Property (IP) providers: Alchip collaborates closely with IP providers to find the most optimal balance between capacity and cost. Alchip offers products from chosen IP providers around the globe. Customers can integrate their own IP with Alchip's offerings flexibly.
(2) Foundries: Alchip chooses cooperative firms based on customer's needs. Alchip operates an open foundries business model that it does not depend on the limited design capability and development of a fixed foundry. The Company keeps good partnerships with most foundries (such as TSMC). It also cooperates closely with TSMC in back-end design research and development for deep-submicron advance packaging, and high-end processing SoCs.
(3) Packaging/testing house: Alchip engages with the engineering teams of its customer and its packaging/testing house partners from the early stage-of the back-end design stage to ensure design accuracy and industry state-of-the-art manufacturing yields.
(4) Further along in the process, Alchip logistics group assures timely production and delivery through effective production planning and close collaboration, with all companies in supply chain.

4.2.3 Raw Material Supply

The primary raw material for the Company's products is wafers, with the main supplier being Taiwan Semiconductor Manufacturing Company (TSMC), a professional wafer foundry. The Company has maintained a long-term partnership with TSMC and established a stable and solid cooperative relationship.

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4.2.4 Major suppliers and customers

A. Suppliers accounting for more than 10% of total purchase in any of the latest two years
Unit: NT$ thousand

	2024				2025				Up to the date of publication of the annual report in 2026 (Note 2)
Item	Supplier	Amount	Percentage of full-year net purchase (%)	Relationship with the issuer	Supplier	Amount	Percentage of full-year net purchase (%)	Relationship with the issuer	Supplier	Amount	Percentage of net purchases up to the preceding quarter of the current fiscal year(%)	Relationship with the issuer
1	Supplier A	25,768,779	78.46	None	Supplier A	14,733,963	99.06	None	-	-	-	-
2	Supplier B	3,994,536	12.16	None	Supplier B	(Note 1)	(Note 1)	None	-	-	-	-

Note 1: The suppliers were not disclosed as the purchases to them did not exceed 10% of the company's total purchases for the year.
Explanation: The changes are mainly due to differences in the product sales mix, which affected the purchasing demand from suppliers.
Note 2: As of the publication date, no information has been audited or certified by the CPA.

B. Major customers contributing more than 10% of total sales in any of the latest two years
Unit: NT$ thousand

	2024				2025				Up to the date of publication of the annual report in 2026 (Note )
Item	Customer	Amount	Percentage of full-year net sales (%)	Relationship with the issuer	Customer	Amount	Percentage of full-year net sales (%)	Relationship with the issuer	Customer	Amount	Percentage of net sales up to the preceding quarter of the current fiscal year (%)	Relationship with the issuer
1	Customer A	31,266,294	60.16	None	Customer A	5,578,224	18.04	None	-	-	-	-
2	Customer B	11,006,697	21.18	None	Customer B	15,506,279	50.14	None	-	-	-	-

Note : As of the publication date, no information has been audited or certified by the CPA.
Explanation: The decrease in the sales to Customer A in 2025 was due to the decline in chip production order, resulting in the decrease of chip production shipments; the increase in the sales to Customer B was due to the rise in chip production order, resulting in the increase of chip production shipments.

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4.3 Information on Employees

The Company’s number of employees employed, their average years of service, average age, the percentage of employees at each education level for the two most recent years:

Year		2024	2025	The Current Year up to March 31, 2026
Number of Employees	Supervisor of Managerial Level or Above	144	148	147
	General staff	453	497	486
	Total	597	645	633
Average age		33.6	33.7	34.5
Average years of service		5.4	5.5	5.6
Percentage of Employees at Each Education Level	Ph.D.	0.5%	0.3%	0.3%
	Master	37.4%	36.1%	36.5%
	College	61.6%	62.8%	62.6%
	Senior High School and below (inclusive)	0.5%	0.8%	0.6%

4.4 Expenditure on Environmental Protection

Disbursements for environmental protection: any losses suffered by the company in the most recent fiscal year and up to the annual report publication date due to environmental pollution incidents (including any compensation paid and any violations of environmental protection laws or regulations found in environmental inspection, specifying the disposition dates, disposition reference numbers, the articles of law violated, and the content of the dispositions), and disclosing an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided: None.

4.5 Labor Relations

4.5.1 Describe employee benefit plans, continuing education, training, retirement systems, and the status of their implementation, and labor-management agreements and measures for upholding employees' rights and interests

A. Employee benefit plans

The Group’s employee benefit plans are implemented in accordance with relevant laws and regulations where subsidiaries are located, including labor and health insurance, group insurance, pension distribution, and annual physical examination. The subsidiaries of the Group also establish employee welfare committees responsible for planning and handling employees’ welfare matters including cash gifts for holidays and festivals, outing and related activities and year-end party.

B. Employee Health Management

To provide employees with a safe and healthy workplace, we are committed to ensuring the overall well-being of our workforce. In accordance with the Occupational Safety and Health Act and the Labor Health Protection Regulations, the company has established an annual health service plan. This plan is implemented and managed under four key service categories. The following are the specific measures and their outcomes:

(1) Implementation of Employee Health Protection Measures

On-site Services Introduction: Includes services provided by occupational health nurses and physicians.
Corporate Health Management: Involves the identification of workplace environmental hazards and the analysis of employee health.

(2) Execution of Four Major Plans

Abnormal Workload Management: Measures to manage and reduce employees' workload.
Work-related Musculoskeletal Disorder Prevention: Provides preventive measures to protect employees' musculoskeletal health.
Maternal Health Protection: Supports and safeguards the health of pregnant and postpartum employees.
Prevention of Workplace Violence: Protects employees from unlawful harm in the workplace.

(3) Workplace Health Promotion

Satisfaction Surveys: Conduct regular surveys to assess employee satisfaction with health promotion initiatives.

(4) Health Information Promotion

Health Newsletters: Distribute monthly e-newsletters with health-related information.
Other Health Service Links: Provide employees with access to additional health-related resources and services.

(5) Annual health checkups and health seminars are organized to help employees manage their health. Topics include stress management, cardiovascular disease prevention, and weight control nutrition programs, aimed at enhancing health awareness and work performance.

Item	2025
Annual Health Checkup	Employee participation rate reached 97.4%, with a total of 112 employees undergoing the checkup.
Employee Health Surveys	• Abnormal workload survey
• Musculoskeletal Symptom survey
• Risk assessment of workplace violence exposure
Consultations with Physicians and Nurses	• 52 follow-up consultations after health checkups
• 11 cases of illnesses triggered by abnormal workload
• 6 cases of ergonomics-related musculoskeletal disorders
• Work fitness assessments for middle-aged and senior employees: 16 person-times.
• Maternal protection health assessments: 3 person-times
• Total: 88 consultations
Health Seminars	Two health seminars were held, with an average satisfaction rate of 97% and a total of 108 participants.

C. Continuing education and training

To enhance employees' professional capabilities and achieve the company's goals in cultivation of talent, the Company makes annual training programs for employees based on the Company's development strategy and employees' needs, scrupulously implements training, and conducts reviews and auditing on training performance in accordance with ISO Standard for Training Management and Process.

D. Retirement systems and status of their implementation

Alchip’s retirement systems are implemented in accordance with Labor Standards Act and Labor Pension Act of the republic of China to provide protection for employees’ security.

E. Labor-management agreements and measures for upholding employees’ rights and interests

The Group has always valued employees’ rights and interests as well as their opinions. We keep labor relations harmonious, and employees may make communications and submit their suggestions on the company’s operations through regular labor-management conference.

F. Employee safety and environment management

The Company fulfills the social responsibility and provides a safe working environment to the employees. The Company not only complies with the related regulations of occupational health and safety, but also sets health and safety rules such as prevention of sexual harassment. The Company also pays attention to the following matters.

Safe working environment
In order to ensure the safety of the working environment, the employee of the Company has to use a key card to access the office, elevator and parking areas. Visitors of the Company should register and be led by the staff into the office. The main entrance of the office is monitored by a security system.
Regular fire safety inspection
In order to ensure that all fire equipment and sensors are maintained, the Company arranges yearly fire safety inspection. Moreover, the Company also arranges a yearly fire drill.
Maintaining a hygienic environment
(1) Bi-annual checking of carbon dioxide level.

4.5.2 Describe any losses suffered by the company in the most recent 2 fiscal years and up to the annual report publication date due to labor disputes (including any violations of the Labor Standards Act found in labor inspection, specifying the disposition dates, disposition reference numbers, the articles of law violated, the substance of the legal violations, and the content of the dispositions), and disclosing an estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken. If a reasonable estimate cannot be made, an explanation of the facts of why it cannot be made shall be provided:

None.

4.6 IT Security Management

4.6.1 Structure, Policy and Resource

A. Information Security and Risk Management Structure

Alchip has established "Information Security Management Committee" in 2021, divided into IT Team, Audit Team and Event Report Team, to be accountable for information security and protection related policy compilation, implementation, compliance audit, and risk management. Alchip Information Security Management Committee is responsible for managing enterprise information security, while the VP of Strategic Alliance supervises the overall information security management mechanism and direction.

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In order to implement the information security strategy formulated by the committee and ensure internal compliance with security policy and instruction, Information Security Team is responsible for IT security precaution and security event handling. Meanwhile, Security Audit Team is in charge of IT security audit and Emergency Response Team is in charge of event reporting to external parties, such as suppliers.

Organizational Structure of Information Security Management Committee

B. Information Security Policy

To effectively implement information security management, Information Security Management teams review the applicability of measures once a year based on feedback from members across all branches. The implementation results of information security measures will be organized into different phases per below and report to Information Security Management Committee regularly.

Planning Phase: Focus on information security risk management and establish a comprehensive management system. Create and provide confidential information security protection service with a high standard that fulfils customers' needs, after considering potential threats from the system, technical and program perspective.
Execution Phase: Build multi-layer information security protection measures, continue to introduce innovative information security defense technology, and integrate the information security control mechanism into daily software and hardware maintenance, supplier security management and other operations. The key is to maintain the confidentiality, completeness and availability of our important assets, through systematic monitoring of information security.
Audit Phase: Actively monitor the output of information security management measures and quantify the indicators based on the results of the audit. Meanwhile, evaluate the information security maturity through regular analog drills of information security attacks.
Action Phase: Ensure supervision and audit on information security are implemented through continuous reviews and goals for improvement. If any employee violates relevant norms, consequences will be decided based on the information security violation processing procedures, and depending on each violation circumstance, might affect individuals' annual performance appraisal result or other necessary legal actions. In addition, regular reviews and improvement on information security measures, training and announcement broadcast will be updated, according to performance indicator and maturity test.

C. Management Strategy

The operation of the information security management system shall meet the requirements and expectations of internal and external stakeholders, including the requirements of laws and regulations and relevant agreements, and effectively ensure the confidentiality, integrity, availability and legality of important information.
Information security objectives must be consistent with policies, and their applicability must be regularly assessed.
The roles and privilege of information security must be clearly defined.
The Company shall implement and continuously improve and improve the various operating specifications set forth in the information security management system.
Changes to systems or procedures must not affect established information security commitments and agreements.
Protect information on the Company's business activities from unauthorized modification and ensure its correctness and completeness.
Establish a cross-departmental information security organization to formulate, promote, implement, and evaluate and improve information security management matters to ensure that the company has an information environment that is suitable for business continuity.
Implement an information security risk assessment mechanism to improve the effectiveness and timeliness of information security management.
Implement an internal audit system for information security to ensure the implementation of information security management.
Conduct information security education and training, promote employees' awareness of information security and strengthen their awareness of relevant responsibilities.
To set up Topic-Specific Policies to continue the corresponding control items or measures.

D. Resources for Information Security Management

The Company completed the implementation of the ISO/IEC 27001 Information Security Management System (ISMS) in 2024 and obtained third-party certification. In 2025, the Company successfully passed the second annual surveillance audit, demonstrating that the information security management system has been effectively established and continues to operate as intended. The certificate is currently valid for the period from July 15, 2024, to July 15, 2026.
The information security team is equipped with 3 security personnel responsible for security-related work.
Deployed PC and server antivirus endpoint protection to protect endpoint security.
The external network firewall device has application identification ability, intrusion prevention and advanced threat prevention mechanisms, to strengthen the defense of external cyberattacks.
Use Identity Services Engine to differentiate the identity of employees and visitors, isolating access paths.
In addition to basic spam identification, deploy advanced threat learning protection modules to strengthen the ability of identifying phishing mail to prevent data theft.
Vulnerability scanning will be performed once a year to keep track and close security gaps.
Key application login authentication requires OTP authentication to reduce the risk of breaches login.
Implement security training for employees to improve their security awareness and capabilities. In addition to new employees' security training, all employees must undergo information security refresher training every year to continuously strengthen and enhance employees' security awareness.

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4.6.2 Damage and Impact

Alchip often encounters various cyber-attacks in its daily operations, including malicious login attempts on emails, phishing emails, and DDoS attacks on the company's website. Thanks to the company's sound protection system, none of these attacks have caused actual damage.

The company issued one major announcement on security incidents on Jan. 3, 2025. The incident was caused by DDoS attacks on the company's official website, resulting in slow loading of the website. In response to the above situations, the company activated relevant protection mechanisms immediately after detecting the attacks, quickly restored the website services, and confirmed through further comprehensive inspections that no data was lost. The incident did not have a significant impact on the company's normal operations.

4.7 Material Contracts

Supply and sales contracts, technical cooperation contracts, engineering/construction contracts, long-term loan contracts, and other contracts that would affect shareholders' equity, where said contracts are either still effective as of the date of the publication of annual report, or expired in the most recent year are listed as follows:

Agreement	Counterparty	Start/end Dates of contracts	Major content	Restrictive clauses
Partner	F Company	One year from March 13, 2009 (automatically extended for one year annually)	F Company appointed Alchip as its “Value Chain Aggregator”.	None
Software licensing	G Company	From April 27, 2023 to July 2, 2026	G Company licensed Alchip the right to use Licensed Products.	None
Software licensing	G Company	From October 31, 2025 to October 30, 2028	G Company licensed Alchip the right to use Licensed Products.	None
Technology licensing	G Company	From April 25, 2023 to April 24, 2026	G Company licensed Alchip the right to use the license of intellectual property.	None
Technology licensing	G Company	From September 29, 2023 to September 28, 2026	G Company licensed Alchip the right to use the license of intellectual property.	None
Technology licensing	G Company	From October 24, 2024 to October 23, 2027	G Company licensed Alchip the right to use the license of intellectual property.	None
Software licensing	H Company	From June 6, 2023 to June 4, 2026	H Company licensed Alchip the right to use Licensed Product.	None
Software licensing	H Company	From January 1, 2024 to July 1, 2026	H Company licensed Alchip the right to use Licensed Product.	None
Software licensing	AH Company	From January 5, 2024 to January 4, 2027	AH Company licensed Alchip the right to use Licensed Product.	None
Design and production	AE Company	From February 26, 2018 to date.	Alchip provides product R&D services, manufactures, and sells integrated circuit products to AE Company based on the Statement of Work attached with the contract.	None
Design and production	AK Company	From May 29, 2017 to date.	Alchip provides product R&D services, manufactures, and sells integrated circuit products to AK Company based on the Statement of Work attached with the contract.	None

V. Financial Status, Operating Results, and Risk Management

5.1 Financial Status

Unit: NT$ thousand

Item	2024	2025	Difference
			Amount	%
Current Assets	46,183,878	53,057,047	6,873,169	14.88
Property, Plant and Equipment	1,775,456	1,679,804	(95,652)	(5.39)
Intangible Assets	247,930	257,420	9,490	3.83
Other Non-Current Assets	100,496	105,355	4,859	4.84
Total Assets	50,309,355	58,038,732	7,729,377	15.36
Current Liabilities	10,671,689	16,974,725	6,303,036	59.06
Non-Current Liabilities	160,820	239,770	78,950	49.09
Other Liabilities	-	-	-	-
Total Liabilities	10,832,509	17,214,495	6,381,986	58.92
Share Capital	806,485	812,836	6,351	0.79
Capital Surplus	25,350,477	25,754,605	404,128	1.59
Retained Earnings	10,752,247	13,404,837	2,652,590	24.67
Other Equity	2,546,513	832,866	(1,713,647)	(67.29)
Total Equity	39,476,846	40,824,237	1,347,391	3.41
1. Analysis of changes that exceed 20% and reached NT$10 million in the past two years: (1) Current liabilities: Mainly due to increase in receipt in advance from customers in 2025. (2) Non-Current Liabilities : Mainly due to increase in lease liabilities in 2025. (3) Retained Earnings: Mainly due to increase in net profit in 2025. (4) Other equity: Mainly due to decrease in exchange difference on translation of the financial statements of foreign operations in 2025. 2. The changes had no major impact on Alchip’s financial position.

5.2 Operating Results

5.2.1 Financial performance analysis for the previous 2 years

Unit: NT$ thousand

Item	2024	2025	Difference
			Amount	%
Operating revenues	51,968,570	30,926,092	(21,042,478)	(40.49)
Operating costs	41,767,567	22,771,717	(18,995,850)	(45.48)
Gross profit	10,201,003	8,154,375	(2,046,628)	(20.06)
Operating expenses	3,704,636	3,137,527	(567,109)	(15.31)
Profit from operations	6,496,367	5,016,848	(1,479,519)	(22.77)
Non-operating income and expenses	1,311,780	1,703,170	391,390	29.84
Profit before tax	7,808,147	6,720,018	(1,088,129)	(13.94)
Income tax expense	1,361,607	1,123,709	(237,898)	(17.47)
Net profit for the year	6,446,540	5,596,309	(850,231)	(13.19)
Other comprehensive income (profit after tax)	1,820,046	(1,713,647)	(3,533,693)	(194.15)
Total comprehensive income for the year	8,266,586	3,882,662	(4,383,924)	(53.03)
Net profit attributable to owners of the Company	6,445,719	5,598,340	(847,379)	(13.15)
Total comprehensive income attributable to owners of the Company	8,265,765	3,884,693	(4,381,072)	(53.00)
1. Analysis for changes that exceed 20% and reached NT$10 million in the past two years:
(1) Operating revenue: Mainly due to decrease in the revenue of chip production in 2025.
(2) Operating costs: Mainly due to decrease in chip production business as well as decrease in production cost in 2025.
(3) Gross profit, Profit (loss) from operations, Profit before income tax, Net profit, Net profit attributable to owners of the Company: Mainly due to the decrease in operating revenues in 2025.
(4) Income tax expense: Mainly due to decrease in profit before income tax in 2025.
(5) Other comprehensive income(loss): Mainly due to exchange differences reducing from translation to the presentation currency.
2. The changes had no major impact on Alchip’s financial position.

5.2.2 Sales forecast and basis

Looking ahead to 2026, with 3nm AI chips entering volume production and beginning to contribute to revenue, overall revenue is expected to reach a record high. Meanwhile, demand for NRE (non-recurring engineering) services and project development momentum remain strong, further accelerating the deployment of multiple advanced-node projects at the 2nm node.

Our process technologies are advancing from 5nm/3nm to 3nm/2nm nodes. In 2026, we will launch multiple 2nm projects, and we expect our enhanced product portfolio to further improve overall profitability.

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5.2.2 Possible financial impacts and response plans

The Company has been able to maintain sound financial structure and rational control of operating costs. They provide the basis for future business growth.

5.3 Analysis of Cash Flow

5.3.1 Cash flow analysis

Unit: NT$ thousand

| Year
Item | 2024 | 2025 | Difference | |
| --- | --- | --- | --- | --- |
| | | | Amount | % |
| Operating activities | 3,357,883 | 15,271,709 | 11,913,826 | 354.80 |
| Investing activities | (676,463) | (5,827,969) | (5,151,506) | (761.54) |
| Financing activities | 12,855,040 | (2,653,121) | (15,508,161) | (120.64) |
| Analysis of changes:
(1) Operating activities: An increase in cash generated from operating activities mainly due to increase in receipt in advance from customers and an increase in the collection of account receivable in 2025.
(2) Investing activities: An increase in cash used in investing activities mainly due to increase in time deposits in 2025.
(3) Financing activities: An outflow in cash generated from financing activities mainly due to payment of cash dividends in 2025. | | | | |

5.3.2 Improvement plans for Cash Shortfall

The Company has ample cash on-hand, improvement plans are not required.

5.3.3 Analysis of cash liquidity for the next year

Unit: NT$ thousand

Cash balance, beginning of year (1)	Expected annual net cash outflow from operating activities (2)	Expected cash outflow from investing and financing activities (3)	Cash surplus (deficit) (1)+(2)+(3)	Remediation measures against expected cash flow deficits
				Investment plans	Wealth management
32,627,305	(8,644,664)	(2,765,840)	21,216,801	None	None
1. Cash liquidity analysis:
(1) Operating activities: The 2026 net cash outflow is mainly from increase in purchasing material.
(2) Investing activities: The 2026 net cash outflow is mainly due to purchase of equipment and intellectual property.
(3) Financing activities: The 2026 net cash outflow is mainly due to cash dividends payment.
2. Remediation measures against expected cash flow deficit and liquidity analysis: None.

5.4 Major Capital Expenditure and its Effect on Finance and Business operations of the Company

None.

5.5 Investment Policies, Main Reasons for Profits or Losses, Improvement Plans and Investment Plans for the Coming Year

Unit:NT$ thousand

Item	Investment Profit (Loss) in 2025	Investment Policy	Reasons for the Profits/Losses	Improvement Plan	Investment plan for the coming year
Alchip HK	(565,010)	Invest in sub-subsidiaries in China	Investment loss from equity method investment	Not applicable	None
Alchip US	(15,356)	Provide products technical support and consulting service	Maintained a stable operating status	Not applicable	None
Alchip JP	389	Provide products technical support and consulting service	Maintained a stable operating status	Not applicable	None
Alchip TW	(37,072)	Provide ASIC and SoC services	Maintained a stable operating status	Not applicable	None
Alchip BVI	68,987	General investment	Maintained a stable operating status	Not applicable	None
Alchip Malaysia	(5,958)	Provide R&D support	Maintained a stable operating status	Not applicable	None
Alchip Vietnam	(9,155)	Provide R&D support	Maintained a stable operating status	Not applicable	None
Alchip SH	(342,070)	Provide R&D support	Maintained a stable operating status	Not applicable	None
Alchip Wuxi	(67,555)	Provide R&D support	Maintained a stable operating status	Not applicable	None
Alchip Hefei	(37,730)	Provide R&D support	Maintained a stable operating status	Not applicable	None
Alchip Jinan	(58,016)	Provide R&D support	Maintained a stable	Not applicable	None

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			operating status
Alchip Guangzhou	(50,165)	Provide R&D support	Maintained a stable operating status	Not applicable	None
Alchip Chongqing	(56,767)	Provide R&D support	Maintained a stable operating status	Not applicable	None
Chiptopia Shanghai	(3,772)	Software development and R&D service	Maintained a stable operating status	Not applicable	None

5.6 Risk Management

5.6.1 Risks associated with interest rate fluctuation, foreign exchange volatility and inflation

A. Interest rate

The Company’s interest income was NT$1,592,182 thousand and interest expenses were NT$8,952 thousand in 2025, accounting for 5.15%, 28.44%, 0.03% and 0.16% of annual operating revenue and profit(loss).

The Company’s interest rate risk is mainly from bank deposit and lease liabilities. Changes in interest rates can affect the interest income accrued from company’s cash, cash equivalents, financial assets at amortized cost and the interest expenses accrued from lease liabilities. The interest income of cash, cash equivalents, financial assets at amortized cost at a floating rate may reduce as a result of the decline in the interest rate, the lease liabilities are fixed rate, as such, changes in interest rate would not affect the carrying amount. The interest rate sensitivity analysis is performed on exposure to interest rate risk as of the end of the reporting period. At the reporting date, an increase/decrease of 25 basis points of interest rate could cause the profit for the years ended December 31, 2025 and 2024 to increase/decrease by NT$62,286 thousand and NT$51,542 thousand, respectively.

B. Foreign exchange rate

The Group has the U.S. Dollar ‘Japanese Yen’ Malaysian ringgit and Vietnamese dong as its functional currency, as the Group’s sales and purchases were mainly settled in U.S. Dollar. It also holds other currencies to meet subsidiaries’ working capital requirements. The Company’s foreign exchange gain/(loss) were NT$47,137 thousand in 2025 and NT$(18,598) thousand in 2024, accounted for 0.15% and 0.04% of annual operating revenues, respectively, which have little impact on the Company’s operations and profits.

The Group currently has no material risk of exchange rate fluctuations. However, it is anticipated that Cayman Holdings Company applying for listing on the Taiwan Stock Exchange may probably acquire NTD funding from domestic fundraising that will be required to convert it to USD for use in the future, the risk of changes in USD to NTD exchange rates in which may be incurred. Response measures will be possibly adopted by the financial department of the Company as follows:

(1) The Group maintains an adequate level of foreign currency reserve based on predicted exchange rate to provide for subsidiaries’ operating activities and to lessen the impact on adverse exchange fluctuations to the net income.

(2) The Group continuously monitors exchange rate fluctuations and maintains close relationships with principal correspondent banks to ensure that management is well-informed of currency trends, so that

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timely and appropriate adjustments can be made in response to occasional changes in payment or receipt currencies.

(3) The Group reduces the impact of adverse exchange rate fluctuations on the Group’s net income by using natural write off (i.e., a majority of sales and purchase transactions are denominated in USD) and by using foreign currency loans or forward exchange contracts when needed as a basis for managing exchange rate fluctuations.

C. Inflation/deflation

Prices of raw materials required by the Company remain stable. The Company’s future profit or loss is not much affected by the short-term inflation.

5.6.2 Risks associated with high-risk, high-leveraged investments, lending, endorsements, and guarantees for other parties, and financial derivatives transactions

The Company’s conservative financial management, and does not engage in investments that are either high-risk or high-leveraged and derivatives transactions. Any lending or endorsement guarantees will be conducted in accordance with relevant requirements prescribed in the Company’s “Guideline for Acquisition and Disposal of Assets”, “The Guideline for Loaning Funds to Others”, and “The Guideline For Endorsement and Guaranty”. No loss has occurred by now.

5.6.3 Future research & development plans and expected spending

In response to future growth, the Company will continuously invest R&D resources in development of high-end System on Chip (SoC) for advanced processes (16, 12 and 7nm) and R&D in design for customized circuit Silicon Intellectual Property (IP). Major R&D items include: Low Power Design Flow, Clocking Optimization technique, Signal Integrity management technology, design and development of customized circuit Silicon Intellectual Property, such as design and development of high-speed Mobile Industry Processor Interface (MIPI) circuit, performance enhancement of high-end microprocessor and peripheral Silicon Intellectual Property, high-end multi-chip packaging design technology, and so on.

In 2025 and 2024, the Company invested NT$1,831,066 thousand and NT$2,141,874 thousand in R&D, respectively, both reached billion NT dollars. It will continue to invest R&D resources in the future depending on the product development plan. However, if the Company does not continue to invest in R&D in the future, products development and relevant R&D plans will be limited. Moreover, the Company may be unable to meet customer needs or market trends and then even will lose orders. As a result, it will have a material adverse effect on the company’s operations.

5.6.4 Risk associated with changes in foreign and domestic policy and regulatory

The country of registration place of the Company is Cayman Island whose principal economic activity is financial services with open economy, no foreign exchange controls, and stable political and economic environment. The major places of operation of the Company are Taiwan and China with businesses performed in accordance with relevant laws and regulations of competent authorities at major places of operation.

5.6.5 New technology changes (including the risk of IT security) and industry change impact on the Company’s finance and business operations

The Company has always emphasized the improvement of R&D capabilities. Currently the chips designed and produced by it are mostly products in 16nm and below processes. No material adverse effect of technological and industry changes on the company’s finance and business operations in medium- and long-term is expected.

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A. Information Technology Security Risks and Management Measures

Alchip has established comprehensive network and computer related information security protection measures, but it cannot guarantee that our systems that control or maintain the company's manufacturing, operation, accounting and other important functions can avoid cyberattacks from other third parties. These attacks once intrude illegally into the internal network system of the Company might carry out behaviors that results in damages of our operation and goodwill. When under serious cyberattack, Alchip’s systems may lose important information of the company. Through continuous review and evaluation on information security regulations and procedures, Alchip ensures the effectiveness of the measures in its best efforts. However, it cannot guarantee that the company will not be affected by the risks and evolving attacks from the rapidly changing information security area. Cyberattacks may also attempt to steal the company's commercial confidential and other confidential information, such as the proprietary information of customers or other stakeholders, or personal information of Alchip’s employees.

Malicious hackers can also try to insert computer viruses, malware, or ransomware into the network system of Alchip to achieve their ill intentions, including interfering with our operation, seeking profits from the Company, obtaining control of the computer system, or prying into confidential information. These attacks may cause the company to compensate the customer for the loss due to the delay or interruption of the production or bear costs to implement improvement measures to further strengthen the company's network security system. It may also make Alchip bear major legal liabilities or regulatory investigations caused by the leakage of confidential information of its employees, customers or third-party manufacturers to which the Company has confidentiality obligations.

To prevent and reduce the damage caused by such attacks, Alchip implements relevant improvement measures and continuously updates them. First, conduct a weekly anti-virus scan to prevent machines containing malicious software from entering the company. Second, strengthen network firewall and network control to prevent computer virus from spreading across internal network. Third, implement endpoint anti-virus measures according to computer type. Fourth, introduce advanced solutions to detect and deal with malware and strengthen protection for employees’ computers. Fifth, develop cloud application security policies and introduce new technologies to strengthen data protection. Sixth, strengthen phishing email detection. Seventh, establish an integrated automatic information security maintenance platform. Lastly, carry out employee vigilance tests and entrust external experts to carry out information security evaluation regularly. With all these measures above, Alchip hopes to lower the risks of cyberattack to the minimum.

In addition, the nature of our business requires Alchip to share highly sensitive and confidential information to the Company’s worldwide third-party manufacturing partners to fulfill their service for Alchip. Although the service contract requires them to abide by the confidentiality and/or network security requirement, there is no guarantee that each partner will strictly abide by these obligations. The internal network systems and external cloud computing networks (such as servers) maintained by our partners and/or their contractors will also be at risk of cyberattacks. If Alchip or its partners fail to solve the technical problems caused by these cyberattacks in time, or unable to ensure the data completeness and availability of Alchip (including its customers or other third-party manufacturers) or take back control of the system of the company or its partners, it may seriously damage the commitment that Alchip promised to our customers and other related parties. The company's operating results, financial status, prospects and reputation may also be adversely affected.

5.6.6 The impact of changes in corporate image on company’s crisis management

None.

5.6.7 Expected benefits and risks associated with mergers and acquisitions

Not applicable.

5.6.8 Expected benefits and risks associated with facility expansion

Not applicable.

5.6.9 Risks associated with concentration of purchase and sales

A. Concentration of purchasing

The Company's main raw material is wafer, and mainly purchased from Taiwan Semiconductor Manufacturing Company Limited (hereinafter referred to as "TSMC"). There has indeed been a concentration phenomenon in purchasing operations. Since the Company has not signed a long-term supply contract with the wafer foundry, once the wafer foundry does not give adequate support capacity, risks of shortage or interruptions may occur in the Company. However, the Company develops relationships of strategic alliance and business bonds with suppliers for wafer capacity, and provides timely the latest application trends in products on the market and estimated sales of products in order for wafer foundries to support the capacity requirements. Meanwhile, it obtains TSMC's capacity plan for more than half a year to meet the demand for material preparation of production. In addition, the Company has built the second source of supply to increase the flexibility of source of supply and avoid any circumstance such as shortage or interruptions of supply.

B. Concentration of Sales

The two major customers accounted for 50.14% and 18.04% of the Company's total sales in 2025, respectively. The Company continues to actively develop new customers to diversify its client base, and the benefits of these efforts are expected to materialize in 2026.

5.6.10 Impact and risk associated with large share transfers or changes in shareholdings of Directors, or shareholders who hold more than 10% of the Company's shares, and countermeasures

There is no significant impact and risk on share transfers or changes in shareholdings of directors, supervisors, or shareholders who hold more than 10% of the Company's shares up to the date of publication of the annual report.

5.6.11 Impact and risk associated with changes in management rights, and countermeasures

No such case during the most recent year and the current year up to the date of publication of the annual report.

5.6.12 Litigation or non-litigation matters

If the outcome of a concluded or pending litigious, non-litigious or administrative litigation event involving the company, director, general manager, de facto responsible person, major shareholders holding more than 10% equity interest, or subsidiary of the company might have material impact on shareholders' equity or the prices of the company's securities, disclose the facts of dispute, amount of claim, lawsuit start date, main parties concerned and current status as of the date of the publication of annual report.

A. For litigious or non-litigious proceedings or administrative disputes involving the company with respect to which a judgment has become final and unappealable in the most recent two years or in the current year up to the date of the publication of the annual report, and for any such matter still pending. If the outcome could materially impact shareholders' equity or the prices of the company's securities, the annual report shall list the facts of the dispute, amount of money at stake in the dispute, the date

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of commencement of proceedings, the main parties to the dispute, and current status of the dispute's handling: None.

B. For litigious or non-litigious proceedings or administrative disputes involving a company director, the general manager, a de facto responsible person, a 10 percent or greater major shareholder, or a controlled company, if a judgment has become final and unappealable in the most recent two years and the current year up to the date of the publication of the annual report, or if such a matter is still pending, if the outcome could materially impact shareholders' equity or the prices of the company's securities, the annual report shall list the facts of the dispute, amount of money at stake in the dispute, the date of commencement of proceedings, the main parties to the dispute, and current status of the dispute's handling: None.

C. Where any of the situations set out under Article 157 of the Securities and Exchange Act has occurred with respect to a company director, managerial officer, or 10 percent or greater major shareholder within the preceding two years, or in the current year up to the date of publication of the annual report, the prospectus shall indicate that fact and describe the current status of the company's handling of the matter: None.

5.6.13 Other Material Risks

None.

5.7 Other Material Matters

None.

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VI. Special Disclosure

6.1 Information Related to the Company's Affiliated Companies

6.1.1 Consolidated Business Reports

6.1.1.1 Affiliated companies chart

6.1.1.2 Affiliated Companies

December 31,2025Unit: thousand

Company Name	Major Businesses	Date of Incorporation	Place of Registration	Capital Stock
Alchip Hong Kong	General investment	2002	Hong Kong	US$19,129
Alchip US	Provide products technical support and consulting service	2003	USA	US$3,910
Alchip Japan	Provide products technical support and consulting service	2004	Japan	YEN100,000
Alchip Taiwan	ASIC and SoC services	2005	Taiwan	NT$100
Alchip BVI	General investment	2015	BVI	US$64,500
Alchip Shanghai	R&D, ASIC and SoC service	2002	Mainland China	US$12,800
Alchip Wuxi	R&D, ASIC and SoC service	2012	Mainland China	US$2,000
Alchip Hefei	R&D, ASIC and SoC service	2016	Mainland China	US$500
Alchip Jinan	R&D, ASIC and SoC service	2018	Mainland China	US$784
Alchip Guangzhou	R&D, ASIC and SoC service	2020	Mainland China	US$1,600
Alchip Chongqing	R&D, ASIC and SoC service	2021	Mainland China	RMB5,000
Chiptopia Shanghai	Software development, ASIC and SoC service	2021	Mainland China	RMB10,000
Alchip Malaysia	R&D, ASIC and SoC service	2023	Malaysia	US$1,000
Alchip Vietnam	R&D, ASIC and SoC service	2024	Vietnam	US$1,000

6.1.1.3 For companies presumed to have a relationship of control and subordination and information on their shareholders in common: None.

6.1.1.4 Business Scope of the Company and its Affiliated Companies: The Company and its affiliates all engage in professional Application Specific IC (ASIC) and System-on-Chip (SoC) design, manufacturing and production.

6.1.1.5 List of Directors, Supervisors, and Presidents of Company's Affiliated Companies:

December 31, 2025

Company Name	Title	Representative	Number of Shares	% of holding
Alchip Hong Kong	Chairman	Johnny Shyang-Lin Shen	Alchip Technologies (Cayman) holds 14,165,970 thousand shares.	100%
	Director	Johnny Shyang-Lin Shen
Alchip US	Director	Johnny Shyang- Lin Shen	Alchip Technologies (Cayman) holds 391,000 thousand shares.	100%
	GM	Dave Hwang
Alchip Japan	GM	Hiroyuki Furuzono	Alchip Technologies (Cayman) holds 2 thousand shares.	100%
	Director	Hiroyuki Furuzono
	Director	Johnny Shyang-Lin Shen
Alchip Taiwan	Chairman	Johnny Shyang-Lin Shen	Alchip Technologies (Cayman) holds 10 thousand shares.	100%
	CEO	Johnny Shyang-Lin Shen
	Director	Johnny Shyang-Lin Shen
Alchip BVI	Director	Daniel Wang	Alchip Technologies (Cayman) holds 50 thousand shares.	100%
	Director	Nancy Chan
Alchip Shanghai	Director	Brian Chen	Alchip Technologies (Cayman) holds 100% shareholder rights through Alchip Hong Kong.	100%
	GM	Kevin Kwan
Alchip Wuxi	Chairman	Aston Tseng	Alchip Technologies (Cayman) holds 100% shareholder rights through Alchip Hong Kong.	100%
	GM	Kevin Kwan
	Director	Daniel Wang
	Director	Leo Cheng
	Supervisor	Johnny Shyang- Lin Shen
Alchip Hefei	Chairman	Aston Tseng	Alchip Technologies (Cayman) holds 100% shareholder rights through Alchip Hong Kong.	100%
	GM	Kevin Kwan
	Director	Daniel Wang
	Director	Leo Cheng
	Supervisor	Johnny Shyang- Lin Shen
Alchip Jinan	Chairman	Brian Chen	Alchip Technologies (Cayman) holds 100% shareholder rights through Alchip Hong Kong.	100%
	GM	Kevin Kwan
	Director	Daniel Wang
	Director	Leo Cheng
	Supervisor	Johnny Shyang- Lin Shen
Alchip Guangzhou	Chairman	Aston Tseng	Alchip Technologies (Cayman) holds 100% shareholder rights through Alchip Hong Kong.	100%
	GM	Kevin Kwan
	Director	Daniel Wang
	Director	Leo Cheng
	Supervisor	Johnny Shyang- Lin Shen
Alchip Chongqing	Chairman	Brian Chen	Alchip Technologies (Cayman) holds 100% shareholder rights through Alchip Shanghai.	100%
	GM	Kevin Kwan
	Director	Johnny Shyang- Lin Shen
	Director	Leo Cheng
	Supervisor	James Huang
Chiptopia Shanghai	Chairman	Yun-Tao Liao	Alchip Technologies (Cayman) holds 65% shareholder rights through Alchip Guangzhou.	65%
	GM	Yun-Tao Liao
	Director	Ning Gui
	Director	Andy Lin
	Director	Daniel Wang

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	Director	Leo Cheng
	Supervisor	James Huang
Alchip Malaysia	Director	Daniel Wang	Alchip Technologies (Cayman) holds 4,681 thousand shares.	100%
	Director	Leo Cheng
	Director	Peter Teng
	Director	CHAI SIEW LING
Alchip Vietnam	Chairman	Daniel Wang	Alchip Technologies (Cayman) holds 100% shareholder rights through Alchip Hong Kong.	100%
	Director	Leo Cheng
	Director	Peter Teng

6.1.1.6 Operation Highlights of Company’s Affiliated Companies

December 31, 2025; Unit: NT$ thousand

Company	Assets	Liabilities	Net Worth	Revenue	Operating Profit (Loss)	Net Profit (Loss)	EPS (NT$)
Alchip Hong Kong	2,190,600	164	2,190,436	-	(286)	(565,010)	-
Alchip US	73,329	33,848	39,481	121,965	(14,707)	(15,356)	-
Alchip Japan	255,640	140,523	115,117	272,359	7,490	389	-
Alchip Taiwan	361,885	13,895	347,990	-	(48,107)	(37,072)	-
Alchip BVI	2,220,781	-	2,220,781	-	(1,943)	68,987	-
Alchip Shanghai	2,037,863	639,220	1,398,643	430,755	(371,533)	(342,070)	-
Alchip Wuxi	313,720	49,127	264,593	86,231	(75,457)	(67,555)	-
Alchip Hefei	247,617	33,482	214,135	52,496	(47,785)	(37,730)	-
Alchip Jinan	210,388	63,124	147,264	94,086	(83,536)	(58,016)	-
Alchip Guangzhou	166,464	23,833	142,631	64,805	(50,597)	(50,165)	-
Alchip Chongqing	273,179	146,285	126,894	60,862	(52,296)	(56,767)	-
Chiptopia Shanghai	55,968	620	55,348	7,705	(8,267)	(5,804)	-
Alchip Malaysia	23,716	5,001	18,715	28,119	(3,640)	(5,958)	-
Alchip Vietnam	22,743	1,724	21,019	-	(9,806)	(9,155)	-

6.1.2 Consolidated financial statements of subsidiaries

It is same as the consolidated financial statements of the Company. Please refer to our company's consolidated financial statements on the Market Observation Post System (MOPS).

Link to MOPS: https://mops.twse.com.tw/mops/#/web/home

6.1.3 Reports on Subsidiaries

Not applicable.

6.2 Private Placement Securities

Item	Board Resolution Date: April 11, 2025
Type of private placement securities	Common Shares
Date and Amount approved by the shareholders’ meeting	Date of shareholders’ meeting: May 29, 2025
Issue no more than 1,500,000 common shares in one or no more than three times within one year from the date of the resolution reached in the shareholders meeting.
Pricing basis of private placement	(1) The privately placed common shares price shall be no less than 85 percent of the reference price. The reference price shall be the higher of the following two calculations:

| and its reasonableness | A. The simple average closing price of the Company’s common shares is calculated based on either the 1, 3, or 5 business days before the pricing date and is adjusted upon distribution of stock dividends and cash dividends, and capital reduction.
B. The simple average closing price of the Company’s common shares is calculated based on 30 business days before the pricing date and is adjusted upon distribution of stock dividends and cash dividends, and capital reduction.
(2) The actual pricing date and the actual price of common shares to be issued through private placement shall not be less than the range approved by the resolution of the Company shareholders’ meeting. The board of directors of the Company will be authorized to determine the price based on the aforesaid price, future specific persons’ situation and market conditions.
(3) The pricing method of this private placement price is based on the "Directions for Public Companies Conducting Private Placements of Securities", considering that the Company’s prospects, the timing, object, and quantity of transfer of private placement of securities are strictly limited. Moreover, it is also not possible to be listed on the TWSE within three years and the liquidity is poor. Therefore, the pricing of the private placement of this fiscal year shall be reasonable and would cause no major impact on shareholders’ equity. |
| --- | --- |
| Method for selecting specific investor | In compliance with Article 43-6 of the Securities and Exchange Act and Financial Supervisory Commission Letter Jin-Guan-Zheng-Fa-Zi No. 1120383220, dated September 12, 2023; and only strategic investor is targeted. |
| Reason and necessity of conducting private placement | Considering the capital market status, issuance cost, effectiveness and feasibility of raising funds through private placement, and the restriction that privately placed common shares cannot be freely transferred within three years, this approach will ensure and strengthen the long-term partnership with the strategic partners. Therefore, a capital increase through private placement is more favorable rather than public offering. |
| Date of payment collection | Not applicable |
| Information on Counterparties | There is no such counterparties yet. |
| Actual subscription price | Not applicable |
| Difference between actual subscription price and reference price | Not applicable |
| Impacts on shareholders’ equity | Not applicable |
| Fund utilization and status of implementation | Not applicable |
| Private placement benefits | Not applicable |

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Item	Board Resolution Date: March 6, 2026
Type of private placement securities	Common Shares
Date and Amount approved by the shareholders’ meeting	To be resolved in 2026 shareholders’ meeting Issue no more than 2,000,000 common shares in one or no more than three times within one year from the date of the resolution reached in the shareholders meeting.
Pricing basis of private placement and its reasonableness	(1) The privately placed common shares price shall be no less than 85 percent of the reference price. The reference price shall be the higher of the following two calculations: C. The simple average closing price of the Company’s common shares is calculated based on either the 1, 3, or 5 business days before the pricing date and is adjusted upon distribution of stock dividends and cash dividends, and capital reduction. D. The simple average closing price of the Company’s common shares is calculated based on 30 business days before the pricing date and is adjusted upon distribution of stock dividends and cash dividends, and capital reduction. (2) The actual pricing date and the actual price of common shares to be issued through private placement shall not be less than the range approved by the resolution of the Company shareholders’ meeting. The board of directors of the Company will be authorized to determine the price based on the aforesaid price, future specific persons’ situation and market conditions. (3) The pricing method of this private placement price is based on the "Directions for Public Companies Conducting Private Placements of Securities", considering that the Company’s prospects, the timing, object, and quantity of transfer of private placement of securities are strictly limited. Moreover, it is also not possible to be listed on the TWSE within three years and the liquidity is poor. Therefore, the pricing of the private placement of this fiscal year shall be reasonable and would cause no major impact on shareholders’ equity.
Method for selecting specific investor	In compliance with Article 43-6 of the Securities and Exchange Act and Financial Supervisory Commission Letter Jin-Guan-Zheng-Fa-Zi No. 1120383220, dated September 12, 2023; and only strategic investor is targeted.
Reason and necessity of conducting private placement	Considering the capital market status, issuance cost, effectiveness and feasibility of raising funds through private placement, and the restriction that privately placed common shares cannot be freely transferred within three years, this approach will ensure and strengthen the long-term partnership with the strategic partners. Therefore, a capital increase through private placement is more favorable rather than public offering.
Date of payment collection	Not applicable
Information on Counterparties	There is no such counterparties yet.
Actual subscription price	Not applicable

Difference between actual subscription price and reference price	Not applicable
Impacts on shareholders’ equity	Not applicable
Fund utilization and status of implementation	Not applicable
Private placement benefits	Not applicable

6.3 Other Necessary Supplements

None.

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6.4 Major Difference Between the Company's Articles of Association and the Regulations on the Protection of Shareholders' Equity of Taiwan

Matters of material significance on the protection of shareholders' rights and interests	Applicable laws and regulations of "Company Act" or "Securities and Exchange Act"	Regulations relating to the laws of the foreign issuer's country of registration place
I. Formation and change of equity capital of a company
1. A company shall not cancel its shares, unless a resolution on capital reduction has been adopted by its shareholders' meeting; and capital reduction shall be effected based on the percentage of shareholding of the shareholders pro rata.
2. A company reducing its capital may return share prices (or the capital stock) to shareholders by properties other than cash; the returned property and the amount of such substitutive capital contribution shall require a prior approval of the shareholders' meeting and obtain consents from the shareholders who receive such property.
3. The Board of Directors shall first have the value of such property and the amount of such substitutive capital contribution set forth in the preceding Paragraph audited and certified by a Certified Public Accountant of the Republic of China before the shareholders' meeting.	Article 168 of the Company Act	1. The Company may, pursuant to Article 14 of the Company Law of Cayman Islands, reduce its capital previously issued only after a Special Resolution adopted by the shareholders' meeting and confirmed by the court of the Cayman Islands.
2. Except as required by Article 14 of the Company Law of Cayman Islands, the Company's capital previously issued can be cancelled only when they are purchased, returned, or redeemed by the Company in accordance with Article 37 or Article 37B of the Company Law of Cayman Islands.
3. Subject to Article 37 of the Company Law of Cayman Islands, the Company may purchase its own shares on such terms and in such manners as prescribed in the company's Articles of Association or resolved by the shareholders' meeting. Except as required by Article 37 of the Company Law of Cayman Islands, the following are not prescribed in the Company Law of Cayman Islands: (1) repurchase shall be effected based on the	There's a slight difference in the Article 10.7 of the company's Articles of Association and the matters of material significance on the protection of shareholders' rights and interests as stated left. Under the Company Law of Cayman Islands, the Company may reduce shares previously issued only after a Special Resolution adopted by the shareholders' meeting and confirmed by the court of the Cayman Islands. In view of this, as the procedure prescribed in Article 14.1 and Article 10.7 of the company's Articles of Association, the Company may reduce its capital through the purchase of shares. Reasons for such difference are due to the requirements in the Company Law of Cayman Islands. However, the company's Articles of Association does not set limits on the procedure for capital reduction. Therefore, such differences should not have a material adverse effect on the Company's shareholders' rights and interests.

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Matters of material significance on the protection of shareholders’ rights and interests	Applicable laws and regulations of “Company Act” or “Securities and Exchange Act”	Regulations relating to the laws of the foreign issuer’s country of registration place	Provisions in the Company’s Articles of Association and reasons for the discrepancy
		percentage of shareholding of the shareholders pro rata, (2) return share prices (or the capital stock) to shareholders by properties other than cash shall require a prior approval, or (3) shall have the value of property returned assessed; however, it may be prescribed in the company’s Articles of Association.
1. Procedures for the Company to enter into a stock option agreement with its employees or issue employee stock options.
2. The stock option obtained by any employee of the issuing company shall be non-assignment, except to the heir(s) of the said employee.	Article 167-2 of the Company Act	There is no particular regulation in the Company Law of Cayman Islands for employee stock option agreement or procedures of employee stock options issuance. Issuance of employee stock options and whether the options can be assigned should be prescribed in the employees’ stock option agreement or stock option plan.	Although there have been amendments to Articles 11.1 to 11.4 of the company’s Articles of Association based on the matters of material significance on the protection of shareholders’ rights and interests as stated left, any restriction on assignment of employee stock options should be prescribed in the employees’ stock option agreement or stock option plan in accordance with the Company Law of Cayman Islands. Such difference should not have a material adverse effect on the Company’s shareholders’ rights and interests.
II. Procedure for convening a shareholders’ meeting or the method of resolutions
1. A regular meeting of shareholders shall be held at least once every year and convened within six months after close of each fiscal year. A shareholders meeting shall be convened by the Board of Directors.
2. A company may explicitly provide in its Articles of Incorporation that its shareholders’ meeting can be held by means of visual	1. Article 170 of the Company Act
2. Article 172-1 of the Company Act
3. Article 172-2 of the Company Act
4. Paragraph 1 & 2, Article 173 of the Company Act
5. Article 172 of the Company Act, Article 26-1 & 43-6 of the Securities and Exchange Act
6. Article 173-1 of the Company Act	1. (a) Except for an exempted company, the shareholders’ meeting shall be held by each company at least once every year as set forth in Article 58 of the Company Law of Cayman Islands.
(b) An exempted company is not mandatorily required to convene the regular meeting of shareholders	For a foreign issuer being an exempted company under the Company Law of Cayman Islands, there is no need to hold an annual shareholders’ meeting every year in accordance with the Company Law of the Cayman Islands provided that “The Company shall hold a general meeting as its annual general meeting within six months following the end of each fiscal year, and shall specify the

Matters of material significance on the protection of shareholders' rights and interests	Applicable laws and regulations of "Company Act" or "Securities and Exchange Act"	Regulations relating to the laws of the foreign issuer's country of registration place	Provisions in the Company's Articles of Association and reasons for the discrepancy
communication network or other methods promulgated by the central competent authority. Under the circumstances of calamities, incidents, or force majeure, the central competent authority may promulgate a ruling that authorizes a company, which has no above provision in its Articles of Incorporation, within a certain period of time can hold its shareholders' meeting by means of visual communication network or other promulgated methods.3. In case a shareholders' meeting is proceeded via visual communication network, the shareholders taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.4. The shareholders' meeting held by means of visual communication network shall be subject to prescriptions provided for by the competent authority in charge of securities affairs, including the prerequisites, procedures, and other compliance matters.5. A physical shareholders' meeting shall be convened within the territory of the Republic of China. Where a physical shareholders' meeting is to be convened outside		by the Company Law of Cayman Islands. The Company may include the number of shareholders' meetings required to be convened by the company every year in its Articles of Association.2. The shareholders' meeting of an exempted company is not restricted to be convened at a specific place by the Company Law of Cayman Islands; however, it may be prescribed in the company's Articles of Association.3. The shareholders' meeting convened by shareholder(s) or shareholders' proposal right is not required by the Company Law of Cayman Islands; however, the relevant procedures may be prescribed in the Articles of Association.4. The contents of the shareholders' meeting notice is not required by the Company Law of Cayman Islands; however, it may be prescribed in the Company's Articles of Association.5. The detail of the convention of shareholders' meetings is not required by the Company Law of Cayman Islands; however, the relevant procedures may be prescribed in the Articles of Association.	meeting as such in the notices calling it. At these meetings, the report of the Directors (if any) shall be presented.” as prescribed in Article 16.2 of the Company's Articles of Association. Other matters are prescribed respectively in Articles 16.2, 16.3, 16.4, 18.9, 16.5 to 16.8, and 17.5 of the company's Articles of Association. Per Letter Tai-Zheng-Shang-Zi No. 0991701319 filed on April 13, 2010 by the TWSE, “Explanation 2 (3): To the extent that the laws of the place of registration are not contradicted, a foreign issuer may remove the part of “obtaining an approval from the competent authority” from the clause on the right of minority shareholders to call a special shareholders' meeting in the articles of association.” Therefore, subject to Article 16.8 of the company's Articles of Association, “If the board of Directors do not within fifteen days from the date of the deposit of the requisition dispatch the notice of an extraordinary general meeting, the requisitionists may themselves convene an extraordinary general meeting in accordance with the Applicable Public Company Rules.” Such difference should not have a material adverse effect on the

Matters of material significance on the protection of shareholders’ rights and interests	Applicable laws and regulations of “Company Act” or “Securities and Exchange Act”	Regulations relating to the laws of the foreign issuer’s country of registration place	Provisions in the Company’s Articles of Association and reasons for the discrepancy
the territory of the Republic of China, the Company shall apply for the approval of TWSE within two days after the Board resolution or obtaining the approval of the competent authority to convene the meeting by the shareholder(s).
6. Shareholders holding 1% or more of the total issued shares may present to the foreign issuer a proposal at a shareholders’ meeting in writing or electronically. The foreign issuer shall accept such proposals submitted by shareholders unless (i) the proposal involves matters which cannot be resolved at a shareholders’ meeting (ii) the number of shares held by the shareholder is less than 1% of the total issued shares, (iii) the proposal was submitted not within the announced accepted period of time, or (iv) the proposal exceed 300 words or includes more than one proposal. For proposal urging the foreign issuer to promote public interests or fulfil it social responsibility, the board shall accept such proposal.
7. Any or a plural number of shareholder(s) of a company who has (have) continuously held 3% or more of the total number of outstanding shares for a period of one year or a longer time may, by			Company’s shareholders’ rights and interests.

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Matters of material significance on the protection of shareholders' rights and interests	Applicable laws and regulations of "Company Act" or "Securities and Exchange Act"	Regulations relating to the laws of the foreign issuer's country of registration place	Provisions in the Company's Articles of Association and reasons for the discrepancy
filing a written proposal setting forth therein the subjects for discussion and the reasons, request the Board of Directors to call a special meeting of shareholders. If the Board of Directors fails to give a notice for convening a special meeting of shareholders within 15 days after the filing of the request, the proposing shareholder(s) may, after obtaining an approval from the competent authority, convene a special meeting of shareholders on his/their own. 8. Shareholders continuously holding no less than 50% of the total issued shares for three months or longer are eligible to convene a special general meeting. The calculation of the holding period and holding number of shares shall be based on the holding at the time of share transfer suspension date. 9. The notice of a regular shareholders' meeting shall be given to each shareholder at least thirty days prior to the meeting; the notice of a special shareholders' meeting shall be given to each shareholder at least fifteen days prior to the meeting. The notice shall state the purpose(s) of the meeting. With the consent of the recipient, the notice may be given by electronic means.			Article 17.1 of the Company's Articles of Association will be amended by the end of June 2027 in accordance with the "Checklist for the Protection of Shareholders' Equity of Foreign Issuers in the Place of Registration" announced by the Taiwan Stock Exchange Corporation in February 2026.

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Matters of material significance on the protection of shareholders' rights and interests	Applicable laws and regulations of "Company Act" or "Securities and Exchange Act"	Regulations relating to the laws of the foreign issuer's country of registration place	Provisions in the Company's Articles of Association and reasons for the discrepancy
10. The following matters shall not be itemized in the causes or subjects to be described in the notice to convene a meeting of shareholders and explained about the important contents thereof, and shall not be brought up as extemporary motions; the main content can be announced at the website designated by Taiwan securities authority or by the foreign issuer, and the foreign issuer shall specify the link to the website on the notice
(1) Election or discharge of Directors and supervisors;
(2) Alteration of the Articles of Association;
(3) Capital reduction;
(4) Application to terminate public offering;
(5) Dissolution, merger, conversion of shares, spin-off of the company;
(6) Enter into, amend, or terminate any contract for lease of the company's business in whole, or for entrusted business, or for regular joint operation with others;
(7) Transfer the whole or any essential part of its business or assets;
(8) Accept the transfer of another's whole business or assets, which has great bearing on the business operation of the company;

Matters of material significance on the protection of shareholders' rights and interests	Applicable laws and regulations of "Company Act" or "Securities and Exchange Act"	Regulations relating to the laws of the foreign issuer's country of registration place	Provisions in the Company's Articles of Association and reasons for the discrepancy
(9) Private placement of any equity-type securities; (10)Granting waiver to the Director's engaging in any business within the scope of business of the Company; (11)Distributing part or all of its dividends or bonus by way of issuance of new Shares; and (12)Distribution of legal reserve fund from profit and capital reserve from share premium or gift, by means of rights issue or cash payment to existing shareholders.
1. The company shall adopt electronic transmission as one of the methods for exercising the shareholders' voting power at a shareholders' meeting. 2. The method for exercising the voting power shall be described in the shareholders' meeting notice to be given to the shareholders if the voting power will be exercised in writing or by way of electronic transmission by the company. A shareholder who exercises his/her/its voting power at a shareholders meeting in writing or by way of electronic transmission shall be deemed to have attended the said shareholders' meeting in person, but shall be deemed to have waived his/her/its voting power in	1. Article 177-1 of the Company Act 2. Article 177-2 of the Company Act	1. A shareholder shall not exercise his/her/its voting power in writing or by way of electronic transmission. Unless otherwise provided by the company's Articles of Association; however, a shareholder may authorize a proxy in writing or by way of electronic transmission to exercise the voting rights of his/her/its shares at the meeting. 2. In case a shareholder exercises the voting power in his/her/its behalf through a proxy, he/she/it will not be deemed to have attended the shareholders' meeting in person. 3. The Company's Articles of Association may prescribe the delivery of the power of attorney. 4. There is no stipulation that a shareholder revokes the power of	As prescribed in Article 19.6 of the company's Articles of Association, "A Member exercising voting power by way of a written ballot or by way of an electronic transmission shall be deemed to have appointed the chairman of the general meeting as his proxy to exercise his or her voting right at such general meeting in accordance with the instructions stipulated in the written or electronic document." Although the Company Law of Cayman Islands considers a shareholder exercising the voting power in such manner not to be deemed to have attended the shareholders' meeting in person, such a shareholder is still entitled to all the rights of a shareholder who has exercised his/her/its voting power in writing or by way of electronic

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Matters of material significance on the protection of shareholders' rights and interests	Applicable laws and regulations of "Company Act" or "Securities and Exchange Act"	Regulations relating to the laws of the foreign issuer's country of registration place	Provisions in the Company's Articles of Association and reasons for the discrepancy
3. In case a shareholder elects to exercise his/her/its voting power in writing or by way of electronic transmission, his/her/its declaration of intention shall be served to the company two (2) days prior to the scheduled meeting date of the shareholders' meeting, whereas if two (2) or more declarations of the same intention are served to the company, the first declaration of such intention received shall prevail; unless an explicit statement to revoke the previous declaration is made in the declaration which comes later.		attorney in the Company Law of Cayman Islands. However, under principles of common law, notwithstanding anything in the Company's Articles of Association to the contrary, shareholders who attend the shareholders' meeting in person to exercise their voting power shall have the preemptive effect, provided that the Company's Articles of Association may prescribe the revocation of the power of attorney when shareholders do not attend the shareholders' meeting in person.	transmission in accordance with the applicable laws and regulations of the Republic of China. Such difference should not have a material adverse effect on the Company's shareholders' rights and interests.
4. In case a shareholder who has exercised his/her/its voting power in writing or by way of electronic transmission intends to attend the shareholders' meeting in person, he/she/it shall, two days prior to the meeting date of the scheduled shareholders' meeting and in the same manner previously used in exercising his/her/its voting power, serve a separate declaration of intention to rescind his/her/its previous declaration of intention

Matters of material significance on the protection of shareholders' rights and interests	Applicable laws and regulations of "Company Act" or "Securities and Exchange Act"	Regulations relating to the laws of the foreign issuer's country of registration place	Provisions in the Company's Articles of Association and reasons for the discrepancy
made in exercising the voting power under the preceding paragraph. In the absence of a timely rescission of the previous declaration of intention, the voting power exercised in writing or by way of electronic transmission shall prevail.5. In case a shareholder has exercised his/her/its voting power in writing or by way of electronic transmission, and has also authorized a proxy to attend the shareholders' meeting in his/her/its behalf, then the voting power exercised by the authorized proxy for the said shareholder shall prevail.
1. Thirty days before a company convenes a regular shareholders' meeting or 15 days before a special shareholders' meeting, the company shall announce the notice of the shareholders' meeting, the proxy form, explanatory materials relating to proposals for ratification, matters for discussion, election or dismissal of directors or supervisors, and other matters on the shareholders' meeting agenda.2. Where voting powers at a shareholders' meeting are to be exercised in writing, a print version of the materials referred to in the preceding paragraph and a printed	1. Article 5 of the Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies2. Article 6 of the Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies		Article 17.3 of the Company's Articles of Association will be amended by the end of June 2027 in accordance with the "Checklist for the Protection of Shareholders' Equity of Foreign Issuers in the Place of Registration" announced by the Taiwan Stock Exchange Corporation in February 2026.

Matters of material significance on the protection of shareholders' rights and interests	Applicable laws and regulations of "Company Act" or "Securities and Exchange Act"	Regulations relating to the laws of the foreign issuer's country of registration place	Provisions in the Company's Articles of Association and reasons for the discrepancy
ballot shall also be sent to the shareholders.3. When a company will convene a shareholders' meeting, it shall, 30 days before a regular shareholders' meeting or 15 days before a special shareholders' meeting, prepare the shareholders' meeting agenda handbook and supplemental materials
In case the procedure for convening a shareholders' meeting or the method of adopting resolutions thereat is in contrary to any law, ordinance or the company's Articles of Incorporation, a shareholder may, petition the court to revoke such resolution, and the Taiwan Taipei District Court shall have jurisdiction as the court of first instance.	Article 189 of Company Act of Taiwan	The inclusion of such a provision in the Company's Articles of Association may not be enforceable under Cayman Islands law, as the Cayman courts would not recognize and enforce a foreign judgment that does not require the payment of money without first re-examining the legal basis of the underlying dispute.	Article 18.7 of the Company's Articles of Association provides that: Nothing in the Articles shall prevent Members from issuing proceedings in a court of competent jurisdiction for an appropriate remedy in connection with the improper convening of any general meeting or the improper passage of any resolution. The Taipei District Court, R.O.C., shall be the court of the first instance for adjudicating any disputes arising out of the foregoing. The relevant provision differs slightly from the important shareholder rights protection matters set out below. The latter in substance constitutes a statutory right of shareholders to seek revocation of resolutions, the legal effect of which cannot be achieved solely through provisions in the Articles of Association, but must be expressly granted by law. Although Article 18.7 of the Company's Articles of Association differs in certain respects from the said important

Matters of material significance on the protection of shareholders’ rights and interests	Applicable laws and regulations of “Company Act” or “Securities and Exchange Act”	Regulations relating to the laws of the foreign issuer’s country of registration place	Provisions in the Company’s Articles of Association and reasons for the discrepancy
			shareholder rights protection matters, the Articles do not restrict shareholders’ right to initiate legal proceedings or seek remedies before a court where the procedures for convening a shareholders’ meeting or the methods of adopting resolutions are in violation of laws and regulations or the Articles of Association.
As to whether a court will accept such a case, and whether the court with jurisdiction will revoke a shareholders’ resolution adopted in violation of laws, regulations, or the Articles of Association in respect of the convening procedures or resolution methods, such determinations shall be made by the court (whether in the Republic of China, the Cayman Islands, or any other jurisdiction with competent authority) in accordance with the laws applicable to the case, including whether such laws grant shareholders the right to seek revocation, and the court shall render its judgment accordingly within the scope of its authority.
Such differences arise from the nature of the shareholder’s right of revocation. In any event, the Articles of Association do not restrict shareholders’ right to bring legal actions or seek remedies before a court. Such differences are not expected

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Matters of material significance on the protection of shareholders' rights and interests	Applicable laws and regulations of "Company Act" or "Securities and Exchange Act"	Regulations relating to the laws of the foreign issuer's country of registration place	Provisions in the Company's Articles of Association and reasons for the discrepancy
			to have any material adverse impact on the rights and interests of the Company's shareholders.
1. If any of the following proposal is adopted via the resolution of the shareholders' meeting, the dissenting Member shall execute the right of the redemption against the Company: (1). Any Spin-off, Merger, acquisition or Share Swap; (2). Enter into, amend, or terminate any contract for lease of the Company's business in whole, or for entrusted business, or for regular joint operation with others; Transfer the whole or any essential part of its business or assets; or Accept the transfer of another's whole business or assets, which has great bearing on the business operation of the company. The requesting Member, in the prior Section, shall provide the written notice to the Company within twenty days after the adoption of resolution made by Shareholders' meeting, stating therein the appraisal price of shares. In the event the requesting Member and the Company have reached an agreement in regard to the appraisal price of the Shares held by such requesting Member, the Company	1. Article 186 and 317 of Company Act of Taiwan 2. Article 12 of Business Mergers And Acquisitions Act of Taiwan	According to Article 238 of Companies Law of Cayman Islands, it sets forth the regulation with respect to the rights of dissenting Member, who execute the right of redemption against the Company.	There's a slight difference in the Article 22.3 of the Company's Articles of Association and the matters of material significance on the protection of shareholders' rights and interests as stated left. Under the Article § 238 of Companies Law of Cayman Islands, it has set forth the relevant regulations with respect to the rights of dissenting Member. The Article 22.2 and 22.3 of the Company's Articles of Association are amended in compliance with the protection of shareholders' rights and interests as stated left. In addition, the Article 22.3 of the Company's Articles of Association is also amended to specify that dissenting Member will reserve the right under the Article § 238 of Companies Law of Cayman Islands. Reasons for such difference are due to the requirements in the Company Law of Cayman Islands. Therefore, such differences should not have a material adverse effect on the Company's shareholders' rights and interests.

Matters of material significance on the protection of shareholders’ rights and interests	Applicable laws and regulations of “Company Act” or “Securities and Exchange Act”	Regulations relating to the laws of the foreign issuer’s country of registration place	Provisions in the Company’s Articles of Association and reasons for the discrepancy
shall pay such price within ninety days after the date on which the resolution was adopted. In the event the requesting Member and the Company fail to reach any agreement with respect to the appraisal price, the Company shall pay the price to which the Company considers to be fair price, to the requesting Member within ninety days after the date of the relevant resolution. If the Company fails to pay the price to which the Company considers to be the fair price within ninety days after the date in which the resolution was adopted, the Company shall be deemed to have agreed to the appraisal price requested by the dissenting Member. The Member who has voted against such resolution or forfeited his voting right at the shareholders’ meeting may executes the right under the Paragraph I of Section 1. In the event the Company and the requesting Member fail to reach the agreement with respect to the appraisal price within sixty days after the resolution date, the Company shall, within thirty days after such sixty-day period, file a petition to Taipei District Court or a ruling on the appraisal price against

Matters of material significance on the protection of shareholders’ rights and interests	Applicable laws and regulations of “Company Act” or “Securities and Exchange Act”	Regulations relating to the laws of the foreign issuer’s country of registration place
all the requesting Members as the opposing party.
4. The number of shares held by the Member who forfeited his voting right shall not be counted toward the number of votes represented by the Members present at a general meeting.
Any of the following proposals involving material rights or interests of shareholders shall not be adopted without a resolution adopted by a majority of the shareholders present who represent two-thirds or more of the total number of its outstanding shares. If the total number of shares represented by the shareholders present at shareholders’ meeting is not sufficient to meet the criteria specified in the above mentioned, the resolution to be made thereto may be adopted by two-thirds or more of the attending shareholders who represent a majority of the total number of its outstanding shares:
1. A company enters into, amend, or terminate any contract for lease of the company’s business in whole, or for entrusted business, or for regular joint operation with others, transfer the whole or any essential part of its business or assets, accept the transfer of another’s whole business or assets, which has great bearing on	1. Article 185 of the Company Act
2. Article 277 of the Company Act
3. Article 159 of the Company Act
4. Article 240 of the Company Act
5. Article 316 of the Company Act
6. Article 29 of Business Mergers And Acquisitions Act	1. According to Article 60 of the Company Law of Cayman Islands, a special resolution means a resolution that has been passed by a majority of not less than two-thirds (where there is any higher percentage of the total number of the voting rights is required in the Articles of Association, such higher percentage shall prevail) of such members as, being entitled to do so, vote in person or, where a power of attorney is allowed, by a proxy at a shareholders’ meeting. As usually prescribed by a general Cayman Company’s Articles of Association, a special resolution by which such proposal should be adopted shall be specified in the shareholders’ meeting notice. A written resolution signed by all shareholders, provided that it has been authorized by the company’s Articles of Association, is also deemed as a special resolution made. When the number of votes is required in the manner for exercising the voting power to calculate whether it	1. Article 1.1 of the Company’s Articles of Association
(a) Provisions of the Company’s Articles of Association
According to Article 1.1 of the Company’s Articles of Association, a special resolution means “a resolution passed by a majority of not less than two-thirds of votes cast by such Members as, being entitled so to do, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given. means a resolution passed by a majority of not less than two-thirds of votes cast by such Members as, being entitled so to do, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.” According to the Cayman Islands legal opinions,

Matters of material significance on the protection of shareholders' rights and interests	Applicable laws and regulations of "Company Act" or "Securities and Exchange Act"	Regulations relating to the laws of the foreign issuer's country of registration place	Provisions in the Company's Articles of Association and reasons for the discrepancy
the business operation of the company2. Modification or alteration of the Articles of Association3. Any modification or alteration in the Articles of Association prejudicial to the privileges of special shareholders shall be adopted by a meeting of special shareholders additionally4. Have the whole or a part of the surplus profit distributable as dividends and bonuses distributed in the form of new shares to be issued by the company for such purpose5. A resolution for dissolution, consolidation or merger, or split-up of a company6. Share Swap		belongs to a majority of special resolution, the company's Articles of Association may specify the total number of votes entitled to each shareholder.2. According to the Company Law of Cayman Islands, matters that require a special resolution include: (i) change the company name (Article 31); (ii) alter or add to articles of association (Article 24); (iii) alter or add to the memorandums of association with respect to any objects, powers or other matters specified therein (Article 10); (iv) reduce share capital and any capital redemption reserve (Article 14 and 37(4)(d)); (v) wind up voluntarily for reasons other than that the company is unable to pay its debts as they fall due (Article 90(b)(i) and 116(c)); and (vi) merger or consolidation with other company.According to the Company Law of Cayman Islands, any resolution adopted by shareholders lower than the majority threshold for a matter that requires a special resolution is deemed invalid3. For matters other than those stated above, the Company Law of Cayman Islands does not require them to be adopted by a certain majority;	matters that require a special resolution include but are not limited to: (i) change the company name; (ii) alter or add to Articles of Association; (iii) alter or add to the memorandums of association with respect to any objects, powers or other matters specified therein; (iv) reduce share capital and any capital redemption reserve; (v) wind up voluntarily for reasons other than that the company is unable to pay its debts as they fall due; and (vi) merger or consolidation with other company. Additionally, according to Article 18.1 of the Company's Articles of Association, "No business shall be transacted at any general meeting unless a quorum is present. Unless otherwise provided in the Statute, the Articles and the Applicable Public Company Rules, Members present in person or by proxy, representing more than one-half of the total issued, outstanding Shares, shall constitute a quorum for any general meeting." That is, a special resolution may be adopted at a shareholders' meeting attended by shareholders representing the majority of shares issued and outstanding in person or by a proxy, and in which at least two-thirds of the votes cast by the shareholders

Matters of material significance on the protection of shareholders' rights and interests	Applicable laws and regulations of "Company Act" or "Securities and Exchange Act"	Regulations relating to the laws of the foreign issuer's country of registration place	Provisions in the Company's Articles of Association and reasons for the discrepancy
		however, it may be prescribed in the company's Articles of Association.	present (including shareholders present by a proxy) are in favor of the resolution.(b) Reasons for discrepancy According to the Cayman Islands legal opinions, the special resolution is subject to the Company Law of Cayman Islands, and according to which, any resolution adopted by shareholders lower than the majority threshold for a matter that requires a special resolution is deemed invalid. And Article 1.1 of the company's Articles of Association defines separately "Supermajority Resolution" as "a resolution adopted by a majority vote of the Members present and entitled to vote on such resolution at a general meeting attended in person or by proxy by Members who represent two-thirds or more of the total issued, outstanding Shares of the Company or, (ii) if the total number of Shares represented by the Members present at the general meeting is less than two-thirds of the total issued, outstanding Shares of the Company, but more than half of the total issued, outstanding Shares of the Company, a resolution adopted at such general meeting by the Members who represent two-thirds or more of the

Matters of material significance on the protection of shareholders' rights and interests	Applicable laws and regulations of "Company Act" or "Securities and Exchange Act"	Regulations relating to the laws of the foreign issuer's country of registration place	Provisions in the Company's Articles of Association and reasons for the discrepancy
			Shares present and entitled to vote on such resolution.”For any matter of material significance on the protection of shareholders' rights and interests as stated left, if it should be adopted by a special resolution pursuant to the Company Law of Cayman Islands, it will be still listed as one of matters under “Special Resolution” in the company’s Articles of Association; otherwise, it will be listed as one of matters under “Supermajority Resolution.”2. Article 14.3 of the company’s Articles of Association (moved to Article 14.4 if the proposed amendment to the Articles of Association is adopted at the annual general meeting of 2018)(a) Provisions of the company’s Articles of Association:According to Article 14.3 of the company’s Articles of Association, “Subject to the provisions of the Statute, the Articles, and the Applicable Public Company Rules, with regard to the dissolution procedures of the Company, the Company shall pass(a)a Supermajority Resolution, if the Company resolves that it be wound up voluntarily because it is unable to pay its debts as they fall due; or

Matters of material significance on the protection of shareholders' rights and interests	Applicable laws and regulations of "Company Act" or "Securities and Exchange Act"	Regulations relating to the laws of the foreign issuer's country of registration place	Provisions in the Company's Articles of Association and reasons for the discrepancy
			(b)a Special Resolution, if the Company resolves that it be wound up voluntarily for reasons other than the reason stated in Article 14.3(a) above." The slight difference between it and the matters of material significance on the protection of shareholders' rights and interests as stated left lies in: based on the reasons for resolution to dissolve, the company's Articles of Association lists the resolution for dissolution as one of matters under "Supermajority Resolution" or "Special Resolution," respectively. In comparison, the matters of material significance on the protection of shareholders' rights and interests always require to be adopted by "Supermajority Resolution."
(b) Reasons for discrepancy: According to the Cayman Islands legal opinions, the Company Law of Cayman Islands provides that a company shall resolve that it be wound up voluntarily for reasons other than being unable to pay its debts as they fall due by a special resolution. Thus the difference arises out of the laws of Cayman Islands. From the above, we can know that such difference comes from what is limited by law of Cayman Islands.

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Matters of material significance on the protection of shareholders' rights and interests	Applicable laws and regulations of "Company Act" or "Securities and Exchange Act"	Regulations relating to the laws of the foreign issuer's country of registration place	Provisions in the Company's Articles of Association and reasons for the discrepancy
			Therefore, "if the Company resolves that it be wound up voluntarily because it is unable to pay its debts as they fall due," a Supermajority Resolution shall be adopted at the shareholders' meeting as prescribed in the company's Articles of Association, while a company is being wound up voluntarily for reasons other than the reason stated in Article 14.3(a), it will be listed as one of matters under "Special Resolution" as required by the Company Law of Cayman Islands. Such difference comes from what is limited by law of Cayman Islands, which should not have a material adverse effect on the Company's shareholders' rights and interests.
III. Authorities and responsibilities of directors and supervisors
The remuneration of directors, if not prescribed in the Articles of Association, shall be determined by a meeting of shareholders and cannot be ratified by a meeting of shareholders.	Paragraph 1, Article 196 of the Company Act	The Company Law of Cayman Islands does not clearly specify how to determine remuneration of directors; however, it may be prescribed in the company's Articles of Association.	Although neither the remuneration of directors is clearly specified nor it shall be determined by a meeting of shareholders is specified in the company's Articles of Association, referring to per Explanation Shang-Zi No. 09302030870 filed on March 8, 2004 by the Ministry of Economic Affairs and the "Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter," the Company's Board of

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Matters of material significance on the protection of shareholders' rights and interests	Applicable laws and regulations of "Company Act" or "Securities and Exchange Act"	Regulations relating to the laws of the foreign issuer's country of registration place	Provisions in the Company's Articles of Association and reasons for the discrepancy
			Director has established a remuneration committee. Therefore, the provisions as stated left should not have a material adverse effect on the Company's shareholders' rights and interests.
In case a director has, in the course of performing his/her duties, committed any act resulting in material damages to the company or in serious violation of applicable laws and/or regulations, but not discharged by a resolution of the shareholders' meeting, the shareholder(s) holding 3% or more of the total number of outstanding shares of the company may, within 30 days after that shareholders' meeting, institute a lawsuit in the court for a judgment in respect of such matter. The Taiwan Taipei District Court, R.O.C, may be the court of the first instance for this matter.	Article 200 of the Company Act	1. The Company Law of Cayman Islands does not clearly specify that the minority shareholders may institute a lawsuit in the court of Cayman Islands for discharge of directors.
2. In general, the procedure for discharge of directors is prescribed in the company's Articles of Association, and that an ordinary resolution should be adopted at the shareholders' meeting is typically prescribed.
3. According to shareholders' remedies required by the common law, in a lawsuit accusing a director of bringing about infringement to the company, the proper plaintiff in form should be the company per se and not an individual shareholder or minority shareholders. There are only a few of exceptions for the above principle, including that when the conduct of a director constitutes a fraud against the minority shareholders and the person who commits such fraud is a company's controller, the minority shareholders who have suffered the	(1) Provisions of the company's Articles of Association:
According to Article 28.2 (j) of the company's Articles of Association, "Subject to the provisions of the Statute, and the Articles or the Applicable Public Company Rules, in the event that he has, in the course of performing his duties, committed any act resulting in material damage to the Company or in serious violation of applicable laws and/or regulations or the Memorandum and the Articles, but has not been removed by the Company pursuant to a Supermajority Resolution vote, then any Member(s) holding 3% or more of the total number of issued, outstanding Shares shall have the right, within thirty days after that general meeting, to petition any competent court for the removal of such Director, at the Company's expense and such Director shall be removed upon the final judgment by such court. For clarification, if a relevant court has competent jurisdiction to adjudicate all of the foregoing matters in a single or a series of proceedings, then, for the

Matters of material significance on the protection of shareholders' rights and interests	Applicable laws and regulations of "Company Act" or "Securities and Exchange Act"	Regulations relating to the laws of the foreign issuer's country of registration place	Provisions in the Company's Articles of Association and reasons for the discrepancy
		fraud may institute a lawsuit in the court.
4. Since the court of the Cayman Islands cannot ratify and enforce foreign non-monetary judgments before re-examination on the legal basis of the said dispute, such stipulation added in the company's Articles of Association may not be executed under the Company Law of Cayman Islands. Directors may be discharged according to the procedure prescribed in the Company's Articles of Association.	purpose of this paragraph (j), final judgment shall be given by such competent court." It is slightly different from the matters of material significance on the protection of shareholders' rights and interests as stated left.
(2) Reasons for discrepancy:
The Company Law of Cayman Islands does not clearly specify that the minority shareholders are allowed to enter a petition in the court of Cayman Islands for discharge of directors. Under the common law, the subrogation litigation of shareholders will be claimed only under rare circumstances. Thus the company's Articles of Association prescribes that a shareholder shall institute a lawsuit in a competent court. Since shareholders may discharge a directors according to the company's Articles of Association, it should not have a material adverse effect on the Company's shareholders' rights and interests.
1. Supervisors of a company shall be elected by the meeting of shareholders, among them at least one supervisor shall have a domicile within the territory of the Republic of China.	Article 216 to 222 of the Company Act	The Company Law of Cayman Islands has no corresponding concept of "Supervisor".	Article 32.6 of the company's Articles of Association
As described in the former section of Paragraph 2, Article 28-4 of Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings "A foreign issuer shall install either an

Matters of material significance on the protection of shareholders' rights and interests	Applicable laws and regulations of "Company Act" or "Securities and Exchange Act"	Regulations relating to the laws of the foreign issuer's country of registration place	Provisions in the Company's Articles of Association and reasons for the discrepancy
2. The term of office of a supervisor shall not exceed three years, but he may be eligible for re-election.			audit committee or supervisors". The Company has installed an audit committee comprised of all independent directors (Article 32.6 of Articles of Association to replace the installment of supervisors under Company Act. Such difference should not have a material adverse effect on the Company's shareholders' rights and interests.
3. In case all supervisors of a company are discharged, the Board of Directors shall, within sixty (60) days, convene a special meeting of shareholders to elect new supervisors.
4. Supervisors shall supervise the execution of business operations of the company, and may at any time or from time to time investigate the business and financial conditions of the company, examine the accounting books and documents, and request the Board of Directors or managerial personnel to make reports thereon.
5. Supervisors shall audit the various statements and records prepared for submission to the shareholders' meeting by the Board of Directors, and shall make a report of their findings and opinions at the meeting of shareholders.
6. In performing their functional duties of auditing, the supervisors may appoint a certified public accountant to conduct the auditing in their behalf.
7. Supervisors of a company may attend the meeting of the Board of Directors to give their opinions. In

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Matters of material significance on the protection of shareholders' rights and interests	Applicable laws and regulations of "Company Act" or "Securities and Exchange Act"	Regulations relating to the laws of the foreign issuer's country of registration place	Provisions in the Company's Articles of Association and reasons for the discrepancy
case the Board of Directors or any director commits any act, in carrying out the business operations of the company, in a manner in violation of the laws, regulations, the Articles of Incorporation or the resolutions of the shareholders' meeting, the supervisors shall forthwith advise, by a notice, to the Board of Directors or the Director, as the case may be, to cease such act. 8. The supervisors may each exercise the supervision power individually. 9. A supervisor shall not be concurrently a director, a managerial officer or other staff/employee of the company.
1. Shareholder(s) who has/have been continuously holding 1% or more of the total number of the outstanding shares of the company over six months may request in writing the supervisors of the company to institute, for the company, an action against a director of the company. The Taiwan Taipei District Court, R.O.C, may be the court of the first instance for this matter. 2. In case the supervisors fail to institute an action within 30 days after having received the request made by shareholder(s), then the shareholders filing such request may institute the action for the company.	Article 200, 214, 220 and 227 of the Company Act	1. The Company Law of Cayman Islands has no corresponding concept of "Supervisor." 2. According to shareholders' remedies required by the common law, in a lawsuit accusing a director of bringing about infringement to the company, the proper plaintiff in form should be the company per se and not an individual shareholder or minority shareholders. There are only a few of exceptions for the above principle, including that when the conduct of a director constitutes a fraud against the minority shareholders and the person who commits such fraud is a company's controller, the minority	Article 25.6 of the company's Articles of Association As described in the former section of Paragraph 2, Article 28-4 of Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings "A foreign issuer shall install either an audit committee or supervisors." The Company has installed an audit committee comprised of all independent directors to replace the installment of supervisors under Company Act. Such difference should not have a material adverse effect on the Company's shareholders' rights and interests.

Matters of material significance on the protection of shareholders' rights and interests	Applicable laws and regulations of "Company Act" or "Securities and Exchange Act"	Regulations relating to the laws of the foreign issuer's country of registration place	Provisions in the Company's Articles of Association and reasons for the discrepancy
The Taiwan Taipei District Court, R.O.C, may be the court of the first instance for this matter.3. In addition to the events that the board of directors does not or is unable to convene a shareholders meeting, the supervisors may, for the benefit of the company, convene shareholders meeting when necessary.		shareholders who have suffered the fraud may institute a lawsuit in the court.3. Since the court of the Cayman Islands cannot ratify and enforce foreign non-monetary judgments before re-examination on the legal basis of the said dispute, such stipulation added in the company's Articles of Association may not be executed under the Company Law of Cayman Islands. Directors may be discharged according to the procedure prescribed in the company's Articles of Association.
In case a director or supervisor (applicable to companies who install supervisors) of a company whose shares are issued to the public has created a pledge on the company's shares more than half of the company's shares being held by him/her/it at the time he/she/it is elected, the voting power of the excessive portion of shares shall not be exercised and the excessive portion of shares shall not be counted in the number of votes of shareholders present at the meeting.	Articles 197-1 and 227 of the Company Act	The fact that shares held by directors shall have no voting power (under which circumstances) is not required by the Company Law of Cayman Islands; however, the relevant procedures may be prescribed in the Articles of Association.	Article 24.3 of the company's Articles of AssociationIn addition, as described in the former section of Paragraph 2, Article 28-4 of Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings "A foreign issuer shall install either an audit committee or supervisors". The Company has installed an audit committee by all independent directors; therefore, supervisors are not required to be installed additionally. Such difference should not have a material adverse effect on the Company's shareholders' rights and interests. Thus supervisors are not included in the above mentioned Articles of Association. Such difference should

Matters of material significance on the protection of shareholders' rights and interests	Applicable laws and regulations of "Company Act" or "Securities and Exchange Act"	Regulations relating to the laws of the foreign issuer's country of registration place	Provisions in the Company's Articles of Association and reasons for the discrepancy
			not have a material adverse effect on the Company's shareholders' rights and interests.
1. The director of a company shall have the loyalty and shall exercise the due care of a good administrator in conducting the business operation of the company; and if he/she has acted contrary to this provision, shall be liable for the damages to be sustained by the company therefrom. In case the director of a company does anything for himself/herself or on behalf of another person, the meeting of shareholders may, by a resolution, consider the earnings in such an act as earnings of the company.2. If the director of a company has, in the course of conducting the business operations, violated any provision of the applicable laws and/or regulations and thus caused damage to any other person, he/she shall be liable, jointly and severally, for the damage to such other person.3. The managerial officer or supervisor of a company, acting within the scope of their duties, shall assume the liabilities for the damage in the same manner as directors of a company do.	Paragraph 2, Article 8, Paragraph 3, Article 23 of the Company Act Paragraph 1 and 2, Article 5 of Business Mergers And Acquisitions Act of Taiwan	1. The Company Law of Cayman Islands includes specifically obligations of directors as clear directions. According to the common law of Cayman Islands, each shareholder being liable to (1) fiduciary duties, and (2) exercise the due care of a good administrator for the company (duty of care). The company may claim compensation against the directors who have violated the above duties. In addition, directors who have violated their duties acquire interests shall be bound to return the same to the company.2. Based on principles of common law, in the course of operation for management of the company's businesses, the acts of a director representing the company will be deemed as the acts of the company per se. If the conduct thereof causes damage of any third party, the company, not the director, shall be bound to be liable the third party for the acts. The third party caused by the damage cannot demand from the company the compensation and impose obligations on the directors according to the company's Articles	Article 26.5 of the company's Articles of Association However, if the director of a company has, in the course of conducting the business operations, violated any provision of the applicable laws and/or regulations and thus caused damage to any other person, such other person may not be able to claim compensation directly from such director under the law of Cayman Islands. Even the company's Articles of Association requires that the director shall be jointly liable for compensation with the company to the other person, the base of such claim will be unable to be created. In addition, although Article 26.5 of the company's Articles of Association has required that such clause of obligation is also applicable to managerial officers; however, it shall be entered into the contracts with managerial officers in accordance with the law of Cayman Islands. Therefore, if the responsibilities of managerial officers for the matters of material significance on the protection of shareholders' rights and interests as stated left will be implemented, the Company shall enter into the contracts

Matters of material significance on the protection of shareholders' rights and interests	Applicable laws and regulations of "Company Act" or "Securities and Exchange Act"	Regulations relating to the laws of the foreign issuer's country of registration place
		of Association. Any third party who is not a shareholder cannot execute it according to the company's Articles of Association. The company who is liable for the damage to be sustained by the third party because the directors who have violated the duties may claim reimbursement against the directors caused the damage.
3. The managerial officer generally has no fiduciary duties for the company. Since managerial officers are not the parties pursuant to the Articles of Association, no execution effect is present even it is prescribed in the Articles of Association. The above duties shall be entered into the contracts with managerial officer.	with managerial officers. Such difference should not have a material adverse effect on the Company's shareholders' rights and interests.
Where a juristic person acts as a shareholder of a company, its authorized representative may be elected as a director or supervisor of the company. If there is a plural number of such authorized representatives, each of them may be so elected, but such authorized representatives may not concurrently be selected or serve as the director or supervisor of the company.	Paragraph 2, Article 27 of the Company Act	1. The fact that an authorized representative of a juristic person acting as a shareholder being elected as a director is not regulated by the Company Law of Cayman Islands; however, it may be prescribed in the Articles of Association.
2. The Company Law of Cayman Islands has no corresponding concept of "Supervisor."	Article 27.4 of the Company's Articles of Association
As described in the former section of Paragraph 2, Article 28-4 of Taiwan Stock Exchange Corporation Rules Governing Review of Securities Listings "A foreign issuer shall install either an audit committee or supervisors." The Company has installed an audit committee comprised of all independent directors to replace the installment of supervisors under the Company Act. Such difference should not have a material adverse effect on the

Matters of material significance on the protection of shareholders’ rights and interests	Applicable laws and regulations of “Company Act” or “Securities and Exchange Act”	Regulations relating to the laws of the foreign issuer’s country of registration place	Provisions in the Company’s Articles of Association and reasons for the discrepancy
			Company’s shareholders’ rights and interests. Thus supervisors are not included in the above mentioned Articles of Association. Such difference should not have a material adverse effect on the Company’s shareholders’ rights and interests.

6.5 Any Events in 2025 and as of the Date of Publication of the Annual Report that Had Significant Impacts on Shareholders’ Right or Security Prices as Stated in Article 36-3-2 of the Securities and Exchange Law of Taiwan

None.

-156-

Alchip Technologies, Limited

Chairman Johnny Shyang-Lin Shen

Address: 9F., No.12, Wenhu St., Neihu Dist., Taipei 114
Tel: (02) 2799-2318

alchip

AI assistant

Alchip — Annual Report 2025

52360_rns_2026-06-08_3d386120-8671-4e13-9ad6-67e35ec98dab.pdf

Alchip Technologies, Limited

2025 Annual Report

Table of Contents

Technological Developments

Sales Forecast and Basis

Corporate Developments

Outlook for the future

II. Corporate Governance Report

2.1 Company Profile

2.1.1 Date of Establishment and Company Introduction

2. Diversity and independence of Board

2.4 Implementation Status of Corporate Governance

2.4.1 Operations of the Board

2.4.4 Composition, responsibilities and operations of the Remuneration Committee shall be disclosed if the company has a Remuneration Committee in place

A. Information on members of Remuneration Committee

B. Operations of the Remuneration Committee

2.4.5 Composition, responsibilities and operations of the Nomination Committee

2.4.6 Sustainable Development and Deviations from the "Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies" and Reasons

1-1-2 Greenhouse Gas Assurance Information

1-2 Greenhouse Gas Reduction Targets, Strategies, and Specific Action Plans

2.4.8 Other significant information that will provide a better understanding of the company's implementation of corporate governance, if any, such information may also be disclosed

2.4.9 The section on the implementation of the company's internal control systems shall be disclosed as below

A. A Statement on Internal Control:

2.4.10 Major resolutions of Board Meetings and Shareholders' Meeting during the most recent year and the current year up to the date of publication of the annual report

2.5.1 Audit Fees

2.6 Information about CPA Replacement

2.7 The Company's Chairman, Chief Executive Officer, Chief Financial Officer, and Managers in Charge of its Finance and Accounting Matters Has Held a Position at the Accounting Firm or its Affiliates in 2025

2.8 Any Transfer, Pledge, or Other Change of Hands Involving the Equity Interests of a Director, Managerial Officer, or Shareholders Holding More Than 10% of the Shares of the Company during the Most Recent Year and the Current Year Up to the Date of the Publication of the Annual Report

2.8.1 Change in equity interests by Directors, managerial officers, or major shareholders

2.8.2 Information where the counterparty in any transfer of equity interests is a related party

2.8.3 Information where the counterparty in any pledge of equity interests is a related party

2.10 Long-Term Investment Ownership

3.1 Capital and Shares

3.1.1 Capitalization

B. Capital and Shares

3.1.2 List of major shareholders: List all shareholders with a stake of 5 percent or rank in the top 10 in shareholding percentage, and specify the number of shares and stake held by each shareholder on the list

3.1.3 Company’s Dividend Policy and Status

A. The Company’s Dividend Policy:

B. Proposed Distribution of dividend at this year’s Shareholders’ Meeting

3.1.4 Effect of stock dividend distribution to the Company’s operating performance and EPS

3.1.5 Directors’ Remuneration and Employees’ Compensation

3.1.6 Status of Share Buybacks by the Company

3.1.7 Information on the Company's Issuance of Bonds

3.1.8 Information on Issuance of Preferred Shares

4.1 Business Activities

4.1.1 Business scope

A. Main business operations

B. Revenue by service category

C. Main products and services

D. New products (services) development

4.1.2 Industry overview

A. Current status and industry outlook

(2) SoC Overview

B. The up-stream, mid-stream, and down-stream semiconductor value chain

C. Product Development Trends

D. Market competition

4.1.3 Research and Development

B. Successful technology development

4.1.4 Short-term and long-term business development plans

4.2.1 Market analysis

F. Advantages, disadvantages, and responsive strategies in the development of perspective

[Responsive Measure]

[Responsive Measure]

4.2.2 Main Product Application and Production Flow

A. Main product application

B. Production process of major products:

4.2.3 Raw Material Supply

4.2.4 Major suppliers and customers

4.3 Information on Employees

4.4 Expenditure on Environmental Protection

4.5 Labor Relations

4.5.1 Describe employee benefit plans, continuing education, training, retirement systems, and the status of their implementation, and labor-management agreements and measures for upholding employees' rights and interests

A. Employee benefit plans

B. Employee Health Management

4.6.2 Damage and Impact

4.7 Material Contracts

5.1 Financial Status

Alchip Annual Report 2025