Listed Stock Code: 3041

ALi

ALi Corporation

2026 General Meeting of Shareholders

Meeting Handbook

(TRANSLATION)

Date: 9:00 A.M., June 30, 2026

Location: Conference Room 203, 2nd Floor, No. 123, Songren Road, Xinyi District, Taipei City
(Hua Nan Bank International Convention Center)

Catalogue

Page

I. Meeting Procedure ... 1
II. Meeting Agenda ... 2
1. Report Matters ... 3
2. Acknowledged Matters ... 6
3. Matters for Discussion ... 7
4. Extemporary Motions ... 15
III. Annex
1. 2025 Business Report ... 16
2. Audit Committee’s Review Report ... 19
3. Consolidated Independent Auditors’ Report and Financial Statements ... 20
4. Individual Independent Auditors’ Report and Financial Statements ... 31
5. The Rationality and Necessity of the Securities Underwriter's Evaluation Opinion ... 42
6. Rules of 2026 Issuance of Restricted Stock Awards ... 52
IV. Appendix
1. Articles of Association ... 56
2. Rules and Procedure of Shareholders’ Meeting ... 60
3. Shareholding of Directors ... 62

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I. Meeting Procedure

Call the Meeting to Order
Chairman Speech
Report Matters
Acknowledged Matters
Matters for Discussion
Extemporary Motions
Meeting Adjourned

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II. Meeting Agenda

Time: 9:00 A.M., Tuesday, June 30, 2026

Location: Conference Room 203, 2nd Floor, No. 123, Songren Road, Xinyi District, Taipei City (Hua Nan Bank International Convention Center)

Meeting Method: Physical Shareholders Meeting

Procedure:

Call the Meeting to Order
Chairman Speech
Report Matters
(1) 2025 Business Report
(2) Audit Committee's review of the 2025 annual financial statements
(3) Report on 2025 directors' remuneration
(4) Report on 2025 compensation distribution to employees and directors
(5) Report on the Execution of 2025 Private Placement of Securities
(6) Report on the Adoption of the Fair Value Model for Investment Properties in 2025
Acknowledged Matters
(1) 2025 Business Report and Financial Statements
(2) 2025 Deficit Compensation
Matters for Discussion
(1) Private Placement for Securities Cases
(2) Proposal of Issuance of Restricted Stock Awards
Extemporary Motions
Meeting Adjourned

Report Matters

Report Matter 1

Subject: 2025 Business Report

Descriptions: Annex 1 (page 16) for 2025 Annual Business Report

Report Matter 2

Subject: Audit Committee's review of the 2025 annual financial statements

Descriptions: Annex 2 (page 19) for Audit Committee’s Review Report

Report Matter 3

Subject: Report on 2025 directors’ remuneration

Descriptions:

I. The company’s policy, system, and standards for the remuneration of directors and independent directors are based on factors such as the responsibilities they assume, associated risks, and the time they devote. The correlation between these factors and the amount of remuneration is determined by the Board of Directors, in accordance with Article 14, Paragraph 4 of Articles of Association, and with reference to industry standards.

II. In accordance with Article 19 of Articles of Association, if the Company has profits (profits being defined as pre-tax earnings before deduction of employee and director compensation), no less than 5% of such profits shall be allocated as employee compensation (three percent (3%) of the profits shall be allocated as remuneration to grassroots employees.), and no more than 1.5% shall be allocated as director compensation. However, if the Company still has accumulated losses (including adjustments to the amount of unappropriated retained earnings), such losses must first be covered before any distribution.

III. According to the Company’s “Remuneration Policy for Directors and Functional Committee Members,” directors and independent directors shall receive attendance fees for participating in Board meetings. Independent directors appointed by the Board to serve on functional committees shall likewise receive attendance fees for committee meetings; also receive monthly remuneration.

IV. The Company conducts an annual performance evaluation of the Board of Directors. Director remuneration is assessed based on performance evaluation results and remuneration reasonableness, which are subject to review and approval by the Compensation Committee and the Board of Directors.

V. Annual Report (page 13~14) for 2025 directors’ remuneration

Report Matter 4

Subject: Report on 2025 compensation distribution to employees and directors

Descriptions:

I. In accordance with Article 19 of Articles of Association, if the Company has profits (profits being defined as pre-tax earnings before deduction of employee and director compensation), no less than 5% of such profits shall be allocated as employee compensation (three percent (3%) of the profits shall be allocated as remuneration to grassroots employees.), and no more than 1.5% shall be allocated as director compensation. However, if the Company still has accumulated losses (including adjustments to the amount of unappropriated retained earnings), such losses must first be covered before any distribution.

II. As the Company still had accumulated losses in 2025, it is proposed, in accordance with the Articles of Association, that no employee or director compensation be distributed.”

Report Matter 5

Subject: Report on the Execution of 2025 Private Placement of Securities

Descriptions:

I. 2025 annual general shareholders’ meeting authorized the board of directors to raise capital through private placement either by issuing common shares or domestic convertible bonds within one year from the date of the AGM resolution, in a single or combined manner, up to a total of NT$10 per share equivalent, and not exceeding three tranches.

II. The handling period for this private placement of securities will expire on June 29, 2026. Any remaining unissued amount upon expiration of the implementation period will not be further processed.

Report Matter 6

Subject: Report on the Adoption of the Fair Value Model for Investment Properties in 2025

Descriptions:

I. The Company’s investment properties consist of land and buildings held for long-term capital appreciation and rental income. Investment properties previously measured under the cost model were unable to adequately reflect their fair value in the financial statements. In order for the Company’s financial statements to provide more appropriate and relevant information, the Company changed the subsequent measurement of investment properties from the cost model to the fair value model effective January 1, 2025.

II. The impacts on the 2024 financial statements resulting from the change in accounting policy are as follows:

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(1) Impact on the consolidated balance sheet as of December 31, 2024:

(Unit: NT$ thousand)

Item	December 31, 2024
Investment properties	Increase 428,531
Deferred income tax liabilities	Increase 114,932
Retained earnings	Increase 313,599

(2) Impact on the consolidated statement of comprehensive income for 2024:

(Unit: NT$ thousand)

Item	2024
Other gains and losses	Increase 2,328
Income tax expense	Decrease 39

Acknowledged Matters

Acknowledged Matter 1

Subject: 2025 Business Report and Financial Statements (Proposed by the Board of Directors)

Descriptions:

I. The preparation of the Company’s 2025 business report and financial statements were completed and approved by the Board of Directors. Among them, the financial statements were audited by independent auditors, CPA Hsiu-Ching Lin and CPA Chien-Wen Lu with Ernst & Young Taiwan. The aforesaid financial statements together with the business report were reviewed by the Audit Committee, and the written Audit Committee’s review report form is presented.

II. Please refer to Annex 1 (page 16) and Annex 3 and 4 (pages 20-41) for 2025 business report, independent auditor’s report and financial statements.

III. Please approve accordingly.

Resolution:

Acknowledged Matter 2

Subject: 2025 Deficit Compensation (Proposed by the Board of Directors)

Descriptions:

I. Please refer to the table below for the 2025 Statement of Deficit Compensation.

II. Please approve accordingly.

ALi Corporation
Table of 2025 Deficit Compensation

	Unit: NT$
Accumulated deficit at first of the period	0
Retrospective Adjustment:
Add: Impact on profit or loss arising from changes in the accounting policy for investment property	313,599,449
Opening balance after retrospective adjustment	313,599,449
Subtract: Difference between the acquisition price of a subsidiary’s equity interest and its carrying amount	(291,276,677)
Subtract: Net loss in 2025	(455,448,039)
Uncovered accumulated deficit at the end of the period	(433,125,267)
compensate the deficit:
Capital surplus - issuance premium	288,072,396
Accumulated deficit at end of the period	(145,052,871)

Chairman: Tu, Chun-Kuang
Manager: Lien, Chien-Chin
Chief account: Lin, Chen-Hsuan

Resolution:

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Matters for Discussion

Discussion Matter 1

Subject: Private Placement for Securities Cases (Proposed by the Board of Directors)

Description:

I. For the purpose of strengthening working capital, repay bank borrowings, and meet future funding needs for business development, as well as to enhance the effectiveness and flexibility of fundraising, the Company proposes to conduct a private placement cash capital increase through the issuance of ordinary shares in accordance with Article 43-6 of the Securities and Exchange Act, with the total number of shares to be issued not exceeding 40,000,000 shares, at an appropriate time.

II. The handling methods and contents are as follows:

(I). Issue terms:

Type of private placement for securities: common shares
Total amount of private placement for securities:

For the private placement of ordinary shares, the Company proposes to issue no more than 40,000,000 shares. The Company intends to request the shareholders’ meeting to authorize the Board of Directors to determine, based on market conditions and the status of negotiations with specific investors, the appropriate timing for implementation in multiple tranches; provided, however, that the issuance shall be conducted in no more than three tranches.

(II). Basis and rationality to determine the price of private placement:

The price of the private placed common shares shall not be lower than 80% of the higher one of the two benchmark prices listed below on the pricing date of the company.

(1) The average closing price of the common shares from either 1, 3, or 5 business days before the pricing date, minus dividends adjustment, plus price discount adjustment due to capital reduction; or
(2) The average closing price of the common shares for a period of thirty business days before the pricing date, minus dividends adjustment, plus price discount adjustment due to capital reduction.

The actual pricing date and actual issuance price are proposed to be determined by the Board of Directors under the authorization of the shareholders’ meeting, based on the aforementioned principles and the status of negotiations with specific investors in the future. The determination of the private placement price will comply with applicable laws and regulations of the competent authority, with reference to the aforementioned reference price and taking into consideration the three-year transfer restriction on privately placed securities under the Securities and Exchange Act; therefore, the pricing should be considered reasonable.

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(III). The method to determine specific parties:

The objects of private placement are limited to the strategic investors who comply with Article 43-6 of the Securities and Exchange Act and Financial-Supervisory-Securities-Corporate 1120383220 Order of the Financial Supervision and Administration Commission, can help the company improve technologies and product quality, reduce cost, increase efficiency, expand markets, strengthen financial structure and so on, and agree with the company's business philosophy. Finding the strategic investors meeting the aforesaid requirements about the purpose, necessity and expected benefits to cope with the long-term development of the company. Assist the company to achieve the aforementioned benefits by means of the experience, knowledge, technology, access or layout of such strategic investors. The board of directors shall be fully authorized by the meeting of shareholders to handle matters related to determining specific persons.
If the applicant is an insider or related party of the company:

(1) The List of specific investors

Name of the specific investor	Method & Purpose	Relationship with the Company
Yuchuan Intelligence Co., Ltd.	In accordance with Article 43-6, Paragraph 1, Subparagraph 3 of the Securities and Exchange Act, specific persons have been selected for subscription, with the purpose that such selection of subscribers will bring direct or indirect benefits to the Company's future operations	A major shareholder holding more than 10% of the company's shares
Star Fusion Group Co., Ltd.		The shareholder who holds more than 10% of the company's shares
LUMINOUS RISE INVESTMENT CO., LTD.		The Company's Related Parties
Spectrum Electrics Corporation		The Company's Related Parties
Jiu He Yi Technology Co., Ltd.		The Company's Related Parties
SAN JIANG ELECTRIC MFG. CO., LTD.		The Company's Related Parties
Kuang Ju Holdings Co., Ltd.		The Company's Related Parties
Chander Electronics Corp.		The Company's Related Parties

(2) If the subscriber is a legal entity:

Name of the specific investor	Top 10 shareholders	Shareholding Ratio	Relationship with the Company
Yuchuan Intelligence Co., Ltd.	Star Fusion Group Co., Ltd.	83.78%	The shareholder who holds more than 10% of the company's shares
	Spectrum Electrics Corporation	16.22%	The Company's Related Parties
Star Fusion Group Co., Ltd.	Oriental Golden Richness LTD.	8.90%	The Company's Related Parties
	Spectrum Electrics Corporation	7.20%	The Company's Related Parties
	Global Angel Investments Limited	5.71%	The Company's Related Parties
	Angel Fund (Asia) Investments Limited	5.57%	The Company's Related Parties
	Chander Electronics Corp.	3.86%	The Company's Related Parties
	Special account for Yuanta Commercial Bank as Custodian of Investments of Angel Fund (Asia) Investments Limited	1.83%	The Company's Related Parties
	Star Fusion Group Co., Ltd.	1.00%	Treasury Shares Account
	Toptrend Technologies Corp.	0.75%	The Company's Related Parties
	Chao, Jui-Hsing	0.70%	None
	Li, Tsung-Ju	0.70%	None
Name of the specific investor	Top 10 shareholders	Shareholding Ratio	Relationship with the Company
---	---	---	---
LUMINOUS RISE INVESTMENT CO., LTD.	Star Fusion Group Co., Ltd.	34.33%	The shareholder who holds more than 10% of the company's shares
	ALi Corporation	21.06%	The Company
	Softstar Entertainment Inc.	14.43%	The Company's Related Parties

	SAN JIANG ELECTRIC MFG. CO., LTD.	11.70%	The Company's Related Parties
	Chander Electronics Corp.	6.63%	The Company's Related Parties
	Spectrum Electrics Corporation	5.46%	The Company's Related Parties
	RED SUNRISE CO., LTD.	3.67%	The Company's Related Parties
	Toptrend Technologies Corp.	2.73%	The Company's Related Parties
Name of the specific investor	Top 10 shareholders	Shareholding Ratio	Relationship with the Company
---	---	---	---
Spectrum Electrics Corporation	Star Fusion Group Co., Ltd.	42.24%	The shareholder who holds more than 10% of the company's shares
	Yip Yun-Chio	3.11%	None
	Wu Xiang-Mu	1.23%	None
	CTBC Trust Property Account	0.64%	None
	Chen,Chin-Tu	0.55%	None
	Chander Electronics Corp.	0.46%	The Company's Related Parties
	Lin, Chen-Hung	0.46%	None
	Lee, Jui-Ting	0.42%	None
	Wang, Chun-Jen	0.41%	None
	Chung, Sheng-Hung	0.39%	None
Name of the specific investor	Top 10 shareholders	Shareholding Ratio	Relationship with the Company
---	---	---	---
Jiu He Yi Technology Co., Ltd.	Star Fusion Group Co., Ltd.	47.32%	The shareholder who holds more than 10% of the company's shares
	SAN JIANG ELECTRIC MFG. CO., LTD.	38.77%	The Company's Related Parties
	RED SUNRISE CO., LTD.	12.77%	The Company's Related Parties
	Spectrum Electrics Corporation	1.14%	The Company's Related Parties

SAN JIANG ELECTRIC MFG. CO., LTD.	Spectrum Electrics Corporation	100%	The Company's Related Parties
Name of the specific investor	Top 10 shareholders	Shareholding Ratio	Relationship with the Company
---	---	---	---
Kuang Ju Holdings Co., Ltd.	Taiwan Mask Corporation	100.00%	The Company's Related Parties
Chander Electronics Corp.	Blue Horizon Limited	21.64%	The Company's Related Parties
	Star Fusion Group Co., Ltd.	14.34%	The shareholder who holds more than 10% of the company's shares
	Hungmao Investment Co., Ltd.	7.24%	None
	Kunchang Investment Co., Ltd.	5.32%	None
	Exclusive Investment Account of JFN Investment Holding Corp. in Trust By Taipei Fubon Commercial Bank Co., Ltd.	5.11%	The Company's Related Parties
	United Verma Co., Ltd.	3.76%	None
	Exclusive Investment Account of New Profit Holding Ltd. in Trust By Taipei Fubon Commercial Bank Co., Ltd.	1.58%	The Company's Related Parties
	Chuande Investment Co., Ltd.	1.33%	None
	Custody Investment Account of Citibank for Barclays Capital SBL/PB Services	0.84%	None
	Lin, Qing-Cheng	0.80%	None

(IV). The necessity of private placement:

Reasons for not adopting public offering

Consider the situation of capital market, the timeliness, feasibility, issue cost of capital raising and the actual needs of introducing strategic investors. Since the private placement of securities is subject to transfer restrictions within a certain period of time, which can ensure the long-term cooperative relationship between the company and strategic investment partners, therefore, the Company proposed to raise capital through private placement, rather than public offering.

The capital usage plan and expected benefits of each private placement: The company expects that the private placement will be handled for no more

than three times within one year since the date of the resolution of the shareholders' meeting depending on the situation of the market and the negotiation with specific parties, and the funds raised in each time will be used entirely as operating capital. Each private placement is expected to enhance the competitiveness of the company, improve operational efficiency and strengthen the financial structure, which will be beneficial to the shareholders' equity.

(V). Rights and obligations of common shares in this private placement:

The rights and obligations of common shares in this private placement and subsequent allotment are the same as those that the company has already issued; however, according to the regulations, the shares of this private placement can not be sold within three years since the date of this delivery, unless otherwise specified in Article 43-8 of the Securities and Exchange Act.
Three years after the delivery date of this private placement, the board of directors will be authorized to apply for a supplementary public offering in accordance with relevant provisions of the Criteria for Handling the Raising and Issuance of Securities by Issuers and the Criteria for Review of the Listing of Securities by Taiwan Stock Exchange Corporation. In addition, the book-entry transfer is adopted for delivery and application for listing, without printing entity.
Major changes in management rights within one year prior to the resolution of the board of directors for private placement or after the introduction of strategic investors through private placement, will there be a major change in management rights. When introducing strategic investors in the future, it may be considered based on the strategic cooperation or business plan of the two parties, and there is a possibility of major changes in the management rights. In order to retain this flexibility and in accordance with relevant laws and regulations, the Company has asked Capital Securities Corp. to issue an assessment opinion on the necessity and rationality of private placement (please refer to Annex 5, page 42).

III. The board of directors is authorized to handle the matters related to this private placement of securities according to the actual situation of the raising, which shall not exceed three times within one year since the date of the resolution made by the shareholders' meeting. Meanwhile, no matter whether the shares have been fully raised within the one year, it is proposed that the shareholders' meeting shall authorize the board of directors to make a resolution. If the original plan is still feasible, it shall be deemed that the share capital for the issuance of new shares in cash through private placement has been fully collected and the raising has been completed.

IV. The board of directors shall be authorized to determine the pricing date, actual issue price, and base date of the capital increase of the new shares to be issued in this private placement.

V. The board of directors shall be authorized to handle the issue price, issue terms, planned items and other related matters of the new shares to be issued in the private

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placement of securities due to the changes in laws and regulations, opinions of the competent authority or market conditions.

VI. The board of directors shall be authorized to amend other matters not covered, or changes in issue terms, planned items and other related issues due to changes in laws and regulations, opinions of the competent authority or market conditions.

VII. Please kindly cast your vote.

Resolution:

Discussion Matter 2

Subject: Proposal of Issuance of Restricted Stock Awards (Proposed by the Board of Directors)

Description:

I. In order to attract and retain the necessary professional talent, motivate employees, and enhance employee cohesion—thereby jointly creating value for the Company and its shareholders—it is proposed that the shareholders' meeting resolve to approve the issuance of restricted stock awards (RSAs) for employees. The issuance shall take place within one year from the date the notification of effectiveness is received from the competent authority, and may be carried out in one or more tranches based on actual needs. The actual issuance date shall be determined by the Chairman of the Board as authorized by the Board of Directors.

II. The following explanation is respectfully provided in accordance with Article 60-2, Paragraph 3 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers (hereinafter referred to as the "Offering and Issuance Regulations"):

Total Issue Amount

The shares to be issued and granted to employees under this issuance are common shares. The total issue amount is NT$15,000,000, with a par value of NT$10 per share, totaling 1,500,000 shares.

Issuance Terms:

(1) Issuance Price: The restricted stock awards (RSAs) for employees will be issued free of charge.

(2) Vesting Conditions:

a. After being granted restricted stock awards under these Regulations, employees who remain employed on each vesting date, have not violated the Company's labor contract, work rules, non-compete or confidentiality agreements, or any contractual obligations with the Company during the period, and have met the performance requirements set by the Company, shall vest their shares according to the following dates and percentages:

Vesting Conditions	Vesting Ratio
From the date of issuance of the restricted stock awards to employees.	40%
Employees who remain employed by the Company for one	30%
of the restricted stock awards are subject to the following conditions:
Issuance of the restricted stock award to employees.	40%
Issuance of the restricted stock award to employees with a par value of 40%	30%

year from the date of issuance of the restricted stock awards.
Employees who remain employed by the Company for two years from the date of issuance of the restricted stock awards.	30%

The criteria for determining the awarded employees and the number of shares they may receive are as follows:

Annual performance evaluation results are above the average.
Outstanding performance in projects or significant contributions to the Company.
Recommended by the department head as beneficial to the Company's operational growth.
Possession of special skills required by the Company.

b. The number of shares shall be calculated in whole shares. The Company may make adjustments based on actual circumstances.
c. In the event of a merger, acquisition, or spin-off involving the Company, and there are restricted stock awards not yet vested, the grantees may request early vesting of the unvested shares within 30 days from the date of the relevant legal resolution or record date, whichever is earlier. Such early vesting shall not be subject to performance or other vesting conditions set forth herein. If the request is not made within the time limit, the matter shall be handled in accordance with the relevant agreements or terms.

Eligibility and Allocation/Subscribable Shares for Employees:

(1) Only full-time employees who are officially employed by the Company on the grant date of the restricted stock awards (RSAs) are eligible. The number of RSAs granted to each eligible employee will be determined based on factors such as seniority, position, job performance, overall contribution, special achievements, or other relevant management considerations. The number of shares will be approved by the Chairman and submitted to the Board of Directors for consent. However, for managerial officers or employees who also serve as directors, the approval of the Compensation Committee must be obtained in advance.
(2) In accordance with Article 56-1, Paragraph 1 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the aggregate number of employee stock warrants granted to any single employee, combined with the total number of RSAs granted to the same employee, shall not exceed 0.3% of the total issued shares of the Company. Furthermore, the total number of employee stock warrants granted under Article 56 of the same regulations shall not exceed 1% of the total issued shares of the Company.

Necessity of the Issuance of Restricted Stock Awards:

To attract and retain essential professional talent, incentivize employees, and

strengthen employee cohesion in order to jointly create value for the Company and its shareholders. The issuance also aims to align the interests of the Company's management and employees with those of the shareholders.

Estimated Expensable Amount, Impact on Earnings Per Share (EPS), and Other Effects on Shareholders' Equity:

(1) Estimated Expensable Amount:

Based on the most recent record date, the Company has 140,223,647 issued and outstanding shares. The estimated RSAs will account for approximately 1.06% of the total issued shares. Assuming all granted RSAs fully vest, and using the closing price of NT$24.55 on May 5, 2026 as the basis for estimation, the maximum total expensable amount would be approximately NT$36.83 million.

The estimated expenses to be recognized are NT$18.91 million in 2026, NT$ 13.78 million in 2027, and NT$4.14 million in 2028.

(2) Impact on EPS and Other Effects on Shareholder Equity:

The estimated dilution impact on EPS is NT$0.13 in 2026, NT$0.10 in 2027, and NT$0.03 in 2028. The impact on the Company's earnings per share is limited and is not expected to have a significant effect on shareholders' equity.

III. Should any amendments to this proposal be required due to instructions from the competent authority, regulatory requirements, or changes in financial market conditions and objective circumstances, it is proposed that the shareholders authorize the Board of Directors to handle such matters with full authority.

IV. For details of the issuance rules of this Restricted Stock Awards plan, please refer to Annex 6 (page 52).

V. Please kindly cast your vote.

Resolution:

Extemporary Motions

Meeting Adjourned

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III. Annex

Annex 1

2025 Business Report

I. 2025 Operating Results

The global economy and industrial environment in 2025 were full of challenges. The U.S. government implemented large-scale “reciprocal tariff” policies worldwide, which affected international trade and end-market demand, leading the global pay-tv and set-top box market to adopt a more conservative stance. Meanwhile, telecom operators in Africa continued to adjust their inventory following industry consolidation, and customers became more cautious in their procurement decisions. As a result, both the selling prices and shipment volumes of the Company’s products were affected.

Amid an increasingly conservative overall market environment, the Company’s operating performance in 2025 declined compared to 2024. Annual revenue amounted to NT$1.14 billion, representing a decrease of 30% from the previous year. In addition to the adverse market conditions that led to a downward trend in 2025, the recognition of operating losses from subsidiaries also resulted in a consolidated net loss of NT$600 million for 2025, with the loss increasing compared to the previous year. Despite the various challenges and changes encountered in 2025, the Company continued to strengthen its core technologies and product competitiveness, actively promote the development of its set-top box chip business, and deepen the deployment of its ASIC design services in order to enhance its overall technological capabilities and market competitiveness.

II. 2026 Business Plan

Looking ahead to 2026, the Company is committed to achieving a dual-engine growth strategy, namely, steadily expanding its core multimedia business while advancing ASIC design services and silicon intellectual property (IP) licensing. Through this two-pronged approach, the Company aims to further enhance its revenue and strengthen its market position.

First, in terms of our core multimedia business, our strategy will focus on further expanding our global market share, particularly through deeper penetration into emerging markets. Demand for efficient multimedia solutions in these regions continues to grow, such as the increasing need for satellite broadcasting and communication applications, especially in areas with insufficient network infrastructure. ALi’s technology is well positioned to bridge these market gaps and further expand market share through high-performance, low-power products. In addition, we will strengthen our collaboration with operators in emerging markets by providing customized solutions to meet local user needs, thereby reinforcing our leading position in the market. In 2026, as our STB product line is relatively more comprehensive compared to competitors, although DDR shortages have created uncertainty in the industry, they also present opportunities for us to reduce slow-moving inventory, improve gross margins, and increase market share. Starting from 2026, our product revenue is expected to achieve another strong performance.

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Secondly, we will continue to advance the development of new products, with a particular focus on AI-driven innovative applications. The low-power satellite set-top box chipset (F6P) launched in 2024 has already set a new industry benchmark. We plan to further develop multimedia processors based on artificial intelligence and big data analytics, applying them across multiple scenarios such as smart homes, smart factories, and smart cities, to provide customers with more intelligent solutions. At the same time, ALi's global patent portfolio (with over 400 patents) will continue to provide strong legal protection and technical support for our product innovation.

Amid the ongoing trend in the semiconductor industry toward greater customization, system integration, and diversified applications, ASIC design service providers with cross-process capabilities, system-level design expertise, and global customer networks are gradually replacing standard chip suppliers as key partners in enabling product differentiation. Against this backdrop of industry transformation, ALi is simultaneously driving long-term upgrades in both revenue scale and value structure through three key dimensions: technological depth, application breadth, and international collaboration.

ASIC Design Services and IP Licensing: The Core Engine Driving Long-Term Growth

In the areas of ASIC design services and silicon intellectual property (IP) licensing, we focus on providing comprehensive turnkey solutions, covering the entire process from system architecture definition, chip design, and process selection to mass production implementation. By deeply engaging in the early stages of our customers' product development, we build highly sticky and long-term collaborative relationships.

Our services offer a high degree of flexibility and scalability, enabling us to adapt to diverse application requirements by optimally leveraging both mature and advanced process technologies. This allows us to help customers achieve the best balance among performance, power consumption, and cost. This cross-process capability not only enhances our flexibility in project engagement, but also enables the Company to maintain stable project momentum across different industry cycles, thereby establishing a sustainable and replicable long-term growth engine.

Vertical Market Strategy: Diverse Applications Driving Revenue Expansion

In terms of application deployment, ALi has successfully entered multiple vertical markets with strong growth potential and long product life cycles, including AI, smart mobile devices, commercial displays, projection equipment, and industrial control. These markets generally feature high customization requirements and entry barriers, which help enhance per-project value and improve gross margin structure.

By advancing multiple applications in parallel, the Company is able to effectively diversify the risks associated with fluctuations in any single market, while continuously expanding the application landscape of its ASIC design services. This provides a more resilient foundation for sustained revenue growth.

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International Strategic Partnerships: Amplifying Scale Efficiency and Growth Visibility

In terms of market expansion, we are actively strengthening collaborations with leading global customers and strategic partners, including green energy EMS providers, national research institutions, major telecommunications groups in Southeast Asia, European IC design companies, and Japanese system integrators. These partnerships not only generate immediate project opportunities, but also help us gain early insights into industry trends and next-generation product requirements.

It is worth noting that we will be allocating more resources to our core technologies in multimedia display chip design. Our products have already gained strong market recognition in the high-end commercial display segment. These technologies not only deliver an outstanding user experience, but also create potential new drivers for revenue growth.

Geopolitical developments are also an important consideration in our strategy. We will closely monitor changes in the global semiconductor supply chain, particularly in the context of U.S.-China technological competition. Leveraging our technological and market advantages, we will accelerate our expansion into emerging markets to mitigate the impact of geopolitical risks. At the same time, our product strategy will place greater emphasis on compliance and data security, ensuring sustained and steady growth in an evolving international environment.

In terms of ESG (Environmental, Social, and Governance), our technological innovation is not only focused on commercial value but also reflects ALi's commitment to social responsibility. The low-power chipset launched in 2024 is estimated to reduce carbon emissions by 4.8 million tons annually. We plan to further reduce the carbon footprint of our products in the future, contributing to global carbon neutrality goals.

Finally, we believe that through the steady growth of our core multimedia business and the continued expansion of our ASIC design services, we will not only achieve our expected revenue targets in 2026, but also further consolidate ALi Technology's position as a global leader in multimedia and IC design. We look forward to working together with our shareholders, partners, and all employees to create a prosperous and successful 2026.

We will continue to be committed to shareholders' interests, employee development, and social responsibility and strive for operational performance and technological breakthroughs. We thank all shareholders for your support of the company and wish everyone good health and success in all endeavors.

Chairman: Tu, Chun-Kuang

Manager: Lien, Chien-Chin

Chief account: Lin, Chen-Hsuan

Annex 2

Audit Committee’s Review Report

The Board of Directors prepared the Company's 2025 Annual Business Report, Financial Statements and Proposal on Compensation for Losses, in which the Financial Statements were audited and completed by Ernst & Young Taiwan, and the Independent Auditor’s Report form is presented. The above-mentioned Business Report, Financial Statements and Proposal on Compensation for Losses have been reviewed by the Audit Committee and the information be determined to be correct and accurate. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit the above report. Please be advised accordingly.

Hereby

Shareholders' Meeting of ALi Corporation 2026

ALi Corporation

Chairman of the Audit Committee

March 31, 2026

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Annex 3

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of ALi Corporation

Opinion

We have audited the accompanying consolidated balance sheets of ALi Corporation and subsidiaries (the "Group") as of December 31, 2025 and the restated December 31, 2024, and the related consolidated statements of comprehensive income, changes in equity, and cash flows for the years ended December 31, 2025 and the restated year ended December 31, 2024, and the related notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group's 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Revenue Recognition

For the year ended December 31, 2025, The Group reported net operating revenue of NT$991,670 thousand in the semiconductor segment. The primary sources of revenue are from the research, development, design, and sale of chipsets and various application-specific integrated circuits (ASICs) for communication, consumer, and multimedia electronic products.

Given the diversity in product mix and the varying terms of customer contracts, management is required to exercise judgment in identifying performance obligations and determining the timing of their satisfaction. Accordingly, we have identified revenue recognition from contracts with customers as a key audit matter.

-20-

Our audit procedures included, but were not limited to, the following:

Assessed the appropriateness of the accounting policies for revenue recognition.
Obtained an understanding of, and tested the design and operating effectiveness of, internal controls established by management over revenue recognition.
Selected samples to perform substantive tests of transactions by examining supporting documentation, including contracts or sales orders, to verify key terms and conditions, and to assess whether performance obligations were appropriately identified and revenue was recognized upon satisfaction of such obligations;
Selected samples of transactions occurring before and after the balance sheet date to perform cut-off testing;
Reviewed subsequent sales returns after the reporting period to assess whether there were any significant reversals of revenue.

We also considered the appropriateness of the accounting policies and disclosures related to operating revenue as set out in Notes 4 and 6 to the consolidated financial statements.

Evaluation of Inventories

As of December 31, 2025, ALi Corporation and its subsidiaries reported net inventory of NT$240,323 thousand in the semiconductor segment, which is material to the consolidated financial statements. Due to rapid changes in product technology and uncertainties in the market environment in which the Group operates, the assessment of allowance for obsolete or slow-moving inventories involves significant management judgment. Accordingly, we have identified inventory valuation as a key audit matter.

Our audit procedures included, but were not limited to, the following:

Assessed the appropriateness of the accounting policies for inventory obsolescence and valuation losses;
Obtained an understanding of, and selected samples to test, the design and operating effectiveness of internal controls established by management over inventory valuation;
Evaluated and tested the appropriateness of management's provision for inventory obsolescence, including assessing the accuracy of net realizable value and inventory aging used in the valuation;
Observed the condition of physical inventories, including identifying slow-moving and damaged items.

We also considered the appropriateness of the disclosures related to inventories as set out in Notes 4, 5 and 6 to the consolidated financial statements.

Emphasis of Matter

As described in Note 4.26 to the consolidated financial statements, ALi Corporation resolved at the Board of Directors' meeting on November 13, 2025 to change its accounting policy for investment property from the cost model to the fair value model for subsequent measurement, effective January 1, 2025. The change in accounting policy has been applied retrospectively, and the affected items have been adjusted, with the consolidated financial statements for the year ended December 31, 2024 being restated accordingly. Our audit opinion is not modified in respect of this matter.

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Responsibilities of Management and those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the Internation Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the Group's financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

-22-

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

ALi Corporation has prepared the parent company only financial statements for the year 2025 and the restated parent company only financial statements for the year 2024, which have been audited by us, and an unqualified audit report with an emphasis of matter paragraph has been issued thereon for reference.

Lin, Hsiu-Ching Lu, Chian-Uen

For and on Behalf of Ernst & Young, Taiwan

March 31, 2026

ALI CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

	Assets	Note	December 31, 2025		December 31, 2024 (Restated)		January 1, 2024 (Restated)
			Amount	%	Amount	%	Amount	%
Current assets
1100	Cash and cash equivalents	6	$ 599,532	15	$ 864,528	29	$ 588,588	20
1110	Financial assets at fair value through profit and loss - current	6	26,994	1	35,844	1	30,310	1
1136	Financial assets at amortized cost - current	6	-	-	44,234	1	201,380	7
1170	Accounts receivable, net	6&7	461,647	12	68,404	2	132,786	4
1200	Other receivables	6	102,961	3	125,562	4	104,384	4
1210	Other receivables-related party	7	4,667	-	-	-	-	-
1220	Current income tax assets	6	6,718	-	1,513	-	819	-
130X	Inventory	6	326,040	8	333,029	11	339,412	11
1470	Other current assets	7	132,317	3	78,295	3	52,975	2
11XX	Total current assets		1,660,876	42	1,551,409	51	1,450,654	49
Non-current assets
1510	Financial assets at fair value through profit or loss - non-current	6	445,419	11	261,731	9	233,352	8
1535	Financial assets at amortized cost - non-current	6&8	5,000	-	5,000	-	5,000	-
1550	Investments accounted for using equity method	6	242,989	6	-	-	6,739	-
1600	Property, plant and equipment	6&8	291,686	8	269,384	9	247,322	8
1755	Right-of-use assets	6	35,168	1	8,550	-	15,769	1
1760	Investment property, net	6&8	743,401	19	723,200	24	762,100	26
1780	Intangible assets	6&7	281,493	7	31,288	1	37,291	1
1840	Deferred income tax assets		206,030	6	174,847	6	215,637	7
1920	Refundable deposits		12,079	-	3,495	-	4,784	-
1990	Other non-current assets		17,458	-	776	-	805	-
15XX	Total non-current assets		2,280,723	58	1,478,271	49	1,528,799	51
1XXX	Total assets		$ 3,941,599	100	$ 3,029,680	100	$ 2,979,453	100

(Continued)

ALI CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

	Liabilities and Equity	Note	December 31, 2025		December 31, 2024 (Restated)		January 1, 2024 (Restated)
			Amount	%	Amount	%	Amount	%
Current liabilities
2100	Short-term loans	6	$ 119,146	3	$ -	-	$ 110,000	4
2130	Contract liabilities - current	6	146,625	4	11,333	1	3,791	-
2150	Notes payable		919	-	-	-	-	-
2170	Accounts payable		149,239	4	108,904	4	150,779	5
2200	Other payables	6	602,444	15	450,945	16	269,615	9
2200	Other payables-related party	7	60,811	2	-	-	-	-
2230	Current income tax liabilities	6	2,158	-	2,318	-	3,205	-
2250	Provision - current	6	119,194	3	98,516	3	366,187	12
2280	Lease liabilities - current	6	10,602	-	6,614	-	7,426	-
2320	Long-term liabilities maturing within one year or one operating cycle	6
			75,505	2	-	-	-	-
2399	Other current liabilities - Other	6&7	21,377	-	7,501	-	11,551	1
21XX	Total current liabilities		1,308,020	33	686,131	24	922,554	31
Non-current liabilities
2527	Contractual liabilities - non-current	6	98,952	3	-	-	-	-
2540	Long-term loans	6	900,000	23	560,000	18	-	-
2570	Deferred income tax liabilities	6	142,581	4	128,271	3	131,343	4
2580	Lease liabilities - non-current	6	26,793	1	2,114	-	8,477	1
2645	Guarantee deposit received	7	2,523	-	1,840	-	2,063	-
25XX	Total non-current liabilities		1,170,849	31	692,225	21	141,883	5
2XXX	Total liabilities		2,478,869	64	1,378,356	45	1,064,437	36
31XX	Equity attributable to owners of the parent company
3110	Common capital stock	6	1,402,737	35	1,170,737	39	1,939,619	65
3140	Capital collected in advance		-	-	-	-	5,840	-
3200	Capital surplus	6	421,820	11	447,093	15	1,346,248	45
3300	Retained earnings
3310	Legal reserve	6	-	-	-	-	2,642	-
3350	Deficit to be covered		(433,126)	(11)	32,987	1	(1,367,535)	(46)
3400	Other equity		14,939	-	13,466	-	1,265	-
3500	Treasury shares	6	-	-	(13,781)	-	(13,781)	-
31XX	Total equity attributable to owners of the parent company		1,405,870	35	1,650,502	55	1,914,298	64
36XX	Non-controlling interests		56,860	1	822	-	718	-
3XXX	Total equity		1,462,730	36	1,651,324	55	1,915,016	64
3X2X	Total liabilities and equity		$ 3,941,599	100	$ 3,029,680	100	$ 2,979,453	100

The accompanying notes are an integral part of these consolidated financial statements.

ALI CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except for (loss) earnings per share amounts)

	Items	Notes	Year ended December 31
			2025		2024(Restated)
			AMOUNT	%	AMOUNT	%
4000	Operating revenue	6&7	$ 1,140,949	100	$ 1,628,224	100
5000	Operating costs	6&7	( 814,241)	( 71)	( 1,169,172)	( 71)
5900	Gross profit from operations		326,708	29	459,052	29
	Operating expenses	6&7
6100	Selling expenses		( 192,842)	( 17)	( 43,891)	( 3)
6200	Administrative expenses		( 275,418)	( 23)	( 184,033)	( 11)
6300	Research and development expenses		( 447,592)	( 39)	( 485,418)	( 30)
6450	Expected credit losses	6	13,424	1	( 312)	-
6000	Total operating expenses		( 902,428)	( 78)	( 713,654)	( 44)
6900	Net operating loss		( 575,720)	( 49)	( 254,602)	( 15)
	Non-operating income and expenses	6&7
7100	Interest income		8,559	1	10,135	1
7010	Other income		32,219	3	12,066	1
7020	Other gains and losses		( 8,256)	( 1)	32,827	1
7050	Finance costs		( 35,610)	( 3)	( 30,020)	( 2)
7060	Share of loss of associates and joint ventures accounted for using equity method	6
			( 30,584)	( 3)	( 3,015)	-
7000	Total non-operating income and expenses		( 33,672)	( 3)	21,993	1
7900	Loss before income tax		( 609,392)	( 52)	( 232,609)	( 14)
7950	Tax expense	6	5,540	-	( 45,558)	( 3)
8200	Loss		($ 603,852)	( 52)	($ 278,167)	( 17)

(Continued)

The accompanying notes are an integral part of these consolidated financial statements.

ALI CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, except for (loss) earnings per share amounts)

Items	Notes	Year ended December 31
		2025		2024(Restated)
		AMOUNT	%	AMOUNT	%
8330	Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss	$ 135	-	$ -	-
8360	Other comprehensive loss
Components of other comprehensive income that will be reclassified to profit or loss
8361	Exchange differences on translation of foreign financial statements	10,041	1	15,274	1
8399	Income tax related to components of other comprehensive income that will be reclassified to profit or loss	( 1,855)	-	( 3,048)	-
	Other Comprehensive Income (Net of Tax)	8,321	1	12,226	1
8500	Total comprehensive loss	($ 595,531)	( 51)	($ 265,941)	( 16)
8600	Loss attributable to:
8610	Owners of parent	($ 455,448)		($ 278,246)
8620	Non-controlling interests	( 148,404)		79
		($ 603,852)		($ 278,167)
8700	Comprehensive loss attributable to:
8710	Owners of parent	($ 453,975)		($ 266,045)
8720	Non-controlling interests	( 141,556)		104
		($ 595,531)		($ 265,941)
	Basic/diluted loss per share (in 6 dollars)
	Basic/diluted loss per share	($ 3.43)		($ 2.39)

The accompanying notes are an integral part of these consolidated financial statements.

ALI CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

Equity Attributable to Owners of the Parent

	Capital		Retained Earnings
	Ordinary share	Advance receipts for share capital	Capital surplus	Legal reserve	Accumulated deficit	Exchange differences on translation of foreign financial statements	Unrealized gain or loss on financial assets at FVOCI	Treasury shares	Total	Non-controlling interests	Total equity
2024
Balance at January 1, 2024	$ 1,939,619	$ 5,840	$ 1,346,248	$ 2,642	($ 1,678,768 )	$ 1,265	$ -	($ 13,781 )	$ 1,603,065	$ 718	$ 1,603,783
Effects of Retrospective Application and Restatement	-	-	-	-	311,233	-	-	-	311,233	-	311,233
Balance at January 1, 2024 restated	1,939,619	5,840	1,346,248	2,642	( 1,367,535 )	1,265	-	( 13,781 )	1,914,298	718	1,915,016
Appropriation and distribution of 2023 retained earnings
Legal reserve used to offset against accumulated deficit	-	-	-	( 2,642 )	2,642	-	-	-	-	-	-
Capital surplus used to offset against accumulated deficit	-	-	( 895,636 )	-	895,636	-	-	-	-	-	-
Loss for the year	-	-	-	-	( 278,246 )	-	-	-	( 278,246 )	79	( 278,167 )
Other comprehensive income (loss)	-	-	-	-	-	12,201	-	-	12,201	25	12,226
Total comprehensive income (loss)	-	-	-	-	( 278,246 )	12,201	-	-	( 266,045 )	104	( 265,941 )
Capital reduction to offset against accumulated deficit	( 780,490 )	-	-	-	780,490	-	-	-	-	-	-
Disposal of investments accounted for using equity method	-	-	( 9,123 )	-	-	-	-	-	( 9,123 )	-	( 9,123 )
Exercise of employee stock options	11,608	( 5,840 )	4,297	-	-	-	-	-	10,065	-	10,065
Share-based payments	-	-	1,307	-	-	-	-	-	1,307	-	1,307
Balance at December 31, 2024	$ 1,170,737	$ -	$ 447,093	$ -	$ 32,987	$ 13,466	$ -	($ 13,781 )	$ 1,650,502	$ 822	$ 1,651,324
2025
Balance at January 1, 2025	$ 1,170,737	$ -	$ 447,093	$ -	($ 280,612 )	$ 13,466	$ -	($ 13,781 )	$ 1,336,903	$ 822	$ 1,337,725
Effects of Retrospective Application and Restatement	-	-	-	-	313,599	-	-	-	313,599	-	313,599
Balance at January 1, 2025 restated	1,170,737	-	447,093	-	32,987	13,466	-	( 13,781 )	1,650,502	822	1,651,324
Appropriation and distribution of 2024 retained earnings
Capital surplus used to offset against accumulated deficit	-	-	( 280,612 )	-	280,612	-	-	-	-	-	-
Loss for the year	-	-	-	-	( 455,448 )	-	-	-	( 455,448 )	( 148,404 )	( 603,852 )
Other comprehensive income (loss)	-	-	-	-	-	1,338	135	-	1,473	6,848	8,321
Total comprehensive income (loss)	-	-	-	-	( 455,448 )	1,338	135	-	( 453,975 )	( 141,556 )	( 595,531 )
Issuance of common stock	231,500	-	268,772	-	-	-	-	-	500,272	-	500,272
Changes in investments accounted for using the equity method	-	-	1,338	-	-	-	-	-	1,338	-	1,338
Effects of organizational restructuring	-	-	( 39,030 )	-	-	-	-	-	( 39,030 )	-	( 39,030 )
Changes in equity from subsidiary interest transactions	-	-	-	-	( 291,277 )	-	-	-	( 291,277 )	110,261	( 181,016 )
Changes in ownership interests in subsidiaries	-	-	24,739	-	-	-	-	-	24,739	( 78,188 )	( 53,449 )
Share-based payments	-	-	2,970	-	-	-	-	-	2,970	34	3,004
Changes in non-controlling interests	-	-	-	-	-	-	-	-	-	165,487	165,487
Transfer of treasury shares to employees	-	-	( 3,450 )	-	-	-	-	13,781	10,331	-	10,331
Balance at December 31, 2025	$ 1,402,237	$ -	$ 421,820	$ -	($ 433,126 )	$ 14,804	$ 135	$ -	$ 1,405,870	$ 56,860	$ 1,462,730

The accompanying notes are an integral part of these consolidated financial statements.

ALI CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

	Notes	Year ended December 31
		2025	2024(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax	($)	609,392)	($) 232,609)
Adjustments
Adjustments to reconcile profit (loss)
Depreciation expense		37,564	22,644
Amortization expense		47,404	50,051
Expected credit (Gain on reversal) loss	(	13,424)	312
Gain (loss) on financial assets at fair value through profit or loss	(	534)	6,434
Finance costs		35,610	30,020
Interest income	(	8,559)	(10,135)
Dividend income	(	2,532)	-
Share-based payments		3,004	1,307
Share of loss of associates and joint ventures accounted for using equity method		30,584	3,015
Loss on disposal of property, plant and equipment		1,385	448
Gain on lease modification		-	(55)
Loss (gain) on disposal of investments		837	(39,868)
Unrealized foreign exchange loss (gain)		5,617	(3,203)
Gain (loss) on fair value adjustment of investment property	(	15,947)	193
(Gain on reversal) impairment loss on equity investment		-	(13,623)
Changes in operating assets and liabilities
Changes in operating assets
Accounts receivable		220,059	61,388
Other receivables		31,325	(21,109)
Inventories		133,583	6,648
Prepayments	(	36,489)	(25,029)
Contract liabilities		26,632	7,542
Notes payable	(	738)	-
Accounts payable	(	18,564)	(42,079)
Other payables	(	74,427)	(90,873)
Provisions for liabilities	(	41,054)	12,624
Other current liabilities		7,626	(4,048)
Cash outflow generated from operations	(	240,430)	(280,005)
Interest received		6,022	10,135
Interest paid	(	26,476)	(11,383)
Income taxes paid	(	1,648)	(2,144)
Net cash flows used in operating activities	(	262,532)	(283,397)

(Continued)

-29-

ALI CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

	Year ended December 31
	2025	2024(Restated)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at amortized cost	($ 61)	($ 10,000)
Proceeds from disposal of financial assets at amortized cost	43,259	168,300
Acquisition of financial assets at fair value through profit or loss	( 606,643 )	( 366,453 )
Proceeds from disposal of financial assets at fair value through profit or loss	430,183	362,309
Acquisition of investments accounted for using the equity method	( 270,000 )	-
Acquisition of property, plant and equipment	( 31,759 )	( 7,895 )
Decrease in guarantee deposits paid	( 8,584 )	1,341
Acquisition of intangible assets	( 104,967 )	( 57,076 )
Cash outflow arising from acquisition	( 425,754 )	-
Net cash flows from (used in) investing activities	( 974,326 )	90,526
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in current borrowings	350,000	-
Decrease in current borrowings	( 302,982 )	( 110,000 )
Increase in non-current borrowings	672,700	560,000
Decrease in current borrowings	( 270,994 )	-
Increase (decrease) in guarantee deposits received	683	( 223 )
Payments of lease liabilities	( 19,085 )	( 8,652 )
Proceeds from issuance of common shares	500,272	-
Exercise of employee share options	-	10,065
Treasury shares transferred to employees	10,331	-
Net cash flows from financing activities	940,925	451,190
Effect of exchange rate changes on cash and cash equivalents	30,937	17,621
Net (decrease) increase in cash and cash equivalents	( 264,996 )	275,940
Cash and cash equivalents at beginning of year	864,528	588,588
Cash and cash equivalents at end of year	$ 599,532	$ 864,528

The accompanying notes are an integral part of these consolidated financial statements.

Annex 4

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of ALi Corporation

Opinion

We have audited the parent company only balance sheets of ALi Corporation (the "Company") as of December 31, 2025 and the restated balance sheets as of December 31, 2024, and the related parent company only statements of comprehensive income, changes in equity, and cash flows for the years ended December 31, 2025 and the restated year ended December 31, 2024, and the related notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of ALi Corporation as of December 31, 2025 and December 31, 2024, and the financial performance and cash flows for the years ended December 31, 2025 and December 31, 2024, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company's 2025 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Revenue Recognition

For the year ended December 31, 2025, The Company reported net operating revenue of NT$954,124 thousand in the semiconductor segment. The primary sources of revenue are from the research, development, design, and sale of chipsets and various application-specific integrated circuits (ASICs) for communication, consumer, and multimedia electronic products.

Our audit procedures included, but were not limited to, the following:

Assessed the appropriateness of the accounting policies for revenue recognition.
Obtained an understanding of, and tested the design and operating effectiveness of, internal controls established by management over revenue recognition.
Selected samples to perform substantive tests of transactions by examining supporting documentation, including contracts or sales orders, to verify key terms and conditions, and to assess whether performance obligations were appropriately identified and revenue was recognized upon satisfaction of such obligations;
Selected samples of transactions occurring before and after the balance sheet date to perform cut-off testing;
Reviewed subsequent sales returns after the reporting period to assess whether there were any significant reversals of revenue.

We also considered the appropriateness of the accounting policies and disclosures related to operating revenue as set out in Notes 4 and 6 to the parent company only financial statements.

Evaluation of Inventories

As of December 31, 2025, the Company reported net inventory of NT$240,017 thousand in the semiconductor segment, which is material to the parent company only financial statements. Due to rapid changes in product technology and uncertainties in the market environment in which the Company operates, the assessment of allowance for obsolete or slow-moving inventories involves significant management judgment. Accordingly, we have identified inventory valuation as a key audit matter.

Our audit procedures included, but were not limited to, the following:

Assessed the appropriateness of the accounting policies for inventory obsolescence and valuation losses;
Obtained an understanding of, and selected samples to test, the design and operating effectiveness of internal controls established by management over inventory valuation;
Evaluated and tested the appropriateness of management's provision for inventory obsolescence, including assessing the accuracy of net realizable value and inventory aging used in the valuation;
Observed the condition of physical inventories, including identifying slow-moving and damaged items.

We also considered the appropriateness of the disclosures related to inventories as set out in Notes 4, 5 and 6 to the parent company only financial statements.

Emphasis of Matter

As described in Note 4.23 to the parent company only financial statements, the Company resolved at the Board of Directors' meeting on November 13, 2025 to change its accounting policy for investment property from the cost model to the fair value model for subsequent measurement, effective January 1, 2025. The change in accounting policy has been applied retrospectively, and the affected items have been adjusted, with the parent company only financial statements for the year ended December 31, 2024 being restated accordingly. Our audit opinion is not modified in respect of this matter.

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Responsibilities of Management and those Charged with Governance for the parent company only Financial Statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only financial statements, management is also responsible for assessing ALi Corporation’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless management either intends to liquidate ALi Corporation or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including the audit committee, are responsible for overseeing the financial reporting process.

Auditors’ Responsibilities for the Audit of the parent company only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists

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related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Lin, Hsiu-Ching Lu, Chian-Uen

For and on Behalf of Ernst & Young, Taiwan

March 31, 2026

ALI CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

	Assets	Note	December 31, 2025		December 31, 2024 (Restated)		January 1, 2024 (Restated)
			Amount	%	Amount	%	Amount	%
Current assets
1100	Cash and cash equivalents	6	$ 80,535	2	$ 542,531	17	$ 84,861	3
1136	Financial assets at amortized cost - current		-	-	10,000	-	168,300	6
1170	Accounts receivable, net	6&7	71,546	2	68,410	2	132,418	4
1200	Other receivables	6	88,777	3	125,321	5	102,496	3
1210	Other receivables-related party	7	82,461	3	9,506	-	18,289	1
1220	Current income tax assets		1,000	-	1,267	-	816	-
130X	Inventory	6	240,017	7	329,609	10	331,558	11
1470	Other current assets	7	82,344	3	72,195	2	43,806	1
11XX	Total current assets		646,680	20	1,158,839	36	882,544	29
Non-current assets
1510	Financial assets at fair value through profit or loss - non-current		436,923	13	251,961	8	209,256	7
1535	Financial assets at amortized cost - non-current		5,000	-	5,000	-	5,000	-
1550	Investments accounted for using equity method	6&7	850,121	26	560,902	18	667,222	22
1600	Property, plant and equipment	6&7&8	279,640	8	265,149	8	234,783	8
1755	Right-of-use assets	6	-	-	2,949	-	5,210	-
1760	Investment property, net	6&8	743,401	23	723,200	23	762,100	25
1780	Intangible assets	6&7	124,061	4	31,288	1	37,259	2
1840	Deferred income tax assets	6	202,590	6	174,799	6	215,588	7
1920	Refundable deposits	7	4,341	-	1,921	-	3,289	-
1990	Other non-current assets	7	9,590	-	770	-	803	-
15XX	Total non-current assets		2,655,667	80	2,017,939	64	2,140,510	71
1XXX	Total assets		$ 3,302,347	100	$ 3,176,778	100	$ 3,023,054	100

(Continued)

ALI CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

	Liabilities and Equity	Note	December 31, 2025		December 31, 2024 (Restated)		January 1, 2024 (Restated)
			Amount	%	Amount	%	Amount	%
Current liabilities
2100	Short-term loans	6	$ 50,000	3	$ -	-	$ 110,000	4
2130	Contract liabilities - current	6	43,153	1	11,333	-	3,791	-
2170	Accounts payable		74,398	3	94,113	3	145,159	5
2200	Other payables	6	166,588	5	135,255	4	225,841	7
2200	Other payables-related party	6&7	58,846	2	210,232	7	110,761	4
2250	Provision - current		4,910	-	927	-	1,005	-
2280	Lease liabilities - current	6	-	-	2,981	-	1,925	-
2320	Long-term liabilities maturing within one year or one operating cycle	6	60,000	2	-	-	-	-
2399	Other current liabilities - Other	6&7	8,780	-	7,427	-	10,922	1
21XX	Total current liabilities		466,675	16	462,268	14	609,404	21
Non-current liabilities
2540	Long-term loans	6	900,000	27	560,000	18	-	-
2570	Deferred income tax liabilities	6	135,511	4	120,210	4	125,501	4
2580	Lease liabilities - non-current	6	-	-	-	-	3,304	-
2645	Guarantee deposit received	7	2,523	-	1,840	-	2,063	-
2650	Credit balance of equity-method investments	6	391,768	12	381,958	12	368,484	12
25XX	Total non-current liabilities		1,429,802	43	1,064,008	34	499,352	16
2XXX	Total liabilities		1,896,477	59	1,526,276	48	1,108,756	37
31XX	Equity attributable to owners of the parent company
3110	Common capital stock	6	1,402,237	42	1,170,737	37	1,939,619	64
3140	Capital collected in advance		-	-	-	-	5,840	-
3200	Capital surplus	6	421,820	12	447,093	14	1,346,248	44
3300	Retained earnings
3310	Legal reserve	6	-	-	-	-	2,642	-
3350	Deficit to be covered		( 433,126)	( 13)	32,987	1	( 1,367,535)	( 45)
3400	Other equity		14,939	-	13,466	-	1,265	-
3500	Treasury shares	6	-	-	( 13,781)	-	( 13,781)	-
3XXX	Total equity		1,405,870	41	1,650,502	52	1,914,298	63
3X2X	Total liabilities and equity		$ 3,302,347	100	$ 3,176,778	100	$ 3,023,054	100

The accompanying notes are an integral part of these parent company only financial statements.

ALI CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, for (loss) earnings per share amount)

	Items	Notes	Year ended December 31
			2025		2024(Restated)
			AMOUNT	%	AMOUNT	%
4000	Operating revenue	6&7	$ 954,124	100	$ 1,552,396	100
5000	Operating costs	6&7	( 670,169)	( 70)	( 1,105,119)	( 71)
5900	Gross profit from operations		283,955	30	447,277	29
5920	Realized profit from sales		7,929	1	7,781	-
5950	Gross profit from operations		291,884	31	455,058	29
6000	Operating expenses	6&7
6100	Selling expenses		( 40,723)	( 4)	( 16,631)	( 1)
6200	Administrative expenses		( 152,974)	( 15)	( 164,559)	( 10)
6300	Research and development expenses		( 377,106)	( 40)	( 538,460)	( 35)
6450	Expected credit losses	6	-	-	( 312)	-
6000	Total operating expenses		( 570,803)	( 59)	( 719,962)	( 46)
6900	Net operating loss		( 278,919)	( 28)	( 264,904)	( 17)
7000	Non-operating income and expenses	6&7
7100	Interest income		7,062	1	6,417	1
7010	Other income		22,386	2	15,682	1
7020	Other gains and losses		25,106	3	36,032	2
7050	Finance costs		( 20,571)	( 2)	( 13,639)	( 1)
7060	Share of loss of associates and joint ventures accounted for using equity method	6	( 227,009)	( 24)	( 15,060)	( 1)
7000	Total non-operating income and expenses		( 193,026)	( 20)	29,432	2
7900	Loss before income tax		( 471,945)	( 48)	( 235,472)	( 15)
7950	Tax expense	6	16,497	2	( 42,774)	( 3)
8200	Loss		($ 455,448)	( 46)	($ 278,246)	( 18)

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ALI CORPORATION
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars, for (loss) earnings per share amount)

Items	Notes	Year ended December 31
		2025		2024(Restated)
		AMOUNT	%	AMOUNT	%
8330	Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss	$ 135	-	$	-
8360	Other comprehensive loss
Components of other comprehensive income that will be reclassified to profit or loss
8380	Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss	3,193	1	15,249	1
8399	Income tax related to components of other comprehensive income that will be reclassified to profit or loss
Other Comprehensive Income (Net of Tax)	( 1,855)	-	( 3,048)	-
		1,473		12,201	1
8500	Total comprehensive loss	($ 453,975)	( 46)	($ 266,045)	( 17)
	Basic/diluted loss per share (in 6 dollars)
	Basic/diluted loss per share	($ 3.43)		($ 2.39)

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ALI CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

	Equity Attributable to Owners of the Parent
	Capital		Retained Earnings			Exchange differences on translation of foreign financial statements	Unrealized gain or loss on financial assets at FVOCI	Treasury shares	Total
	Ordinary share	Advance receipts for share capital	Capital surplus	Legal reserve	Accumulated deficit
2024
Balance at January 1, 2024	$ 1,939,619	$ 5,840	$ 1,346,248	$ 2,642	( $ 1,678,768 )	$ 1,265	$ -	( $ 13,781 )	$ 1,603,065
Effects of Retrospective Application and Restatement	-	-	-	-	311,233	-	-	-	311,233
Balance at January 1, 2024 restated	1,939,619	5,840	1,346,248	2,642	( 1,367,535 )	1,265	-	( 13,781 )	1,914,298
Appropriation and distribution of 2023 retained earnings
Legal reserve used to offset against accumulated deficit	-	-	-	( 2,642 )	2,642	-	-	-	-
Capital surplus used to offset against accumulated deficit	-	-	( 895,636 )	-	895,636	-	-	-	-
Loss for the year	-	-	-	-	( 278,246 )	-	-	-	( 278,246 )
Other comprehensive income (loss)	-	-	-	-	-	12,201	-	-	12,201
Total comprehensive income (loss)	-	-	-	-	( 278,246 )	12,201	-	-	( 266,045 )
Capital reduction to offset against accumulated deficit	( 780,490 )	-	-	-	780,490	-	-	-	-
Disposal of investments accounted for using equity method	-	-	( 9,123 )	-	-	-	-	-	( 9,123 )
Exercise of employee stock options	11,608	( 5,840 )	4,297	-	-	-	-	-	10,065
Share-based payments	-	-	1,307	-	-	-	-	-	1,307
Balance at December 31, 2024 restated	$ 1,170,737	$ -	$ 447,093	$ -	$ 32,987	$ 13,466	$ -	( $ 13,781 )	$ 1,650,502
2025
Balance at January 1, 2025	$ 1,170,737	$ -	$ 447,093	$ -	( $ 280,612 )	$ 13,466	$ -	( $ 13,781 )	$ 1,336,903
Effects of Retrospective Application and Restatement	-	-	-	-	313,599	-	-	-	313,599
Balance at January 1, 2025 restated	1,170,737	-	447,093	-	32,987	13,466	-	( 13,781 )	1,650,502
Appropriation and distribution of 2024 retained earnings
Capital surplus used to offset against accumulated deficit	-	-	( 280,612 )	-	280,612	-	-	-	-
Loss for the year	-	-	-	-	( 455,448 )	-	-	-	( 455,448 )
Other comprehensive income (loss)	-	-	-	-	-	1,338	135	-	1,473
Total comprehensive income (loss)	-	-	-	-	( 455,448 )	1,338	135	-	( 453,975 )
Issuance of common stock	231,500	-	268,772	-	-	-	-	-	500,272
Changes in investments accounted for using the equity method	-	-	1,338	-	-	-	-	-	1,338
Effects of organizational restructuring	-	-	( 39,030 )	-	-	-	-	-	( 39,030 )
Changes in equity from subsidiary interest transactions	-	-	-	-	( 291,277 )	-	-	-	( 291,277 )
Changes in ownership interests in subsidiaries	-	-	24,739	-	-	-	-	-	24,739
Share-based payments	-	-	2,970	-	-	-	-	-	2,970
Transfer of treasury shares to employees	-	-	( 3,450 )	-	-	-	-	13,781	10,331
Balance at December 31, 2025	$ 1,402,237	$ -	$ 421,820	$ -	( $ 433,126 )	$ 14,804	$ 135	$ -	$ 1,405,870

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ALI CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

	Year ended December 31
	2025		2024(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax	($	471,945)	($ 235,472)
Adjustments
Adjustments to reconcile profit (loss)
Depreciation expense		16,770	14,865
Amortization expense		45,162	49,712
Expected credit loss		-	312
Gain on financial assets at fair value through profit or loss	(	933)	( 8,158)
Finance costs		20,571	13,639
Interest income	(	7,062)	( 6,417)
Dividend income	(	2,532)	-
Share-based payments		2,970	1,307
Share of loss of associates and joint ventures accounted for using equity method		227,009	15,060
Loss on disposal of property, plant and equipment		444	-
Gain on lease modification		-	( 22)
Gain on disposal of investments		4	( 39,868)
Realized profit from sales	(	7,929)	( 7,781)
Unrealized foreign exchange (gain) loss	(	1,543)	1,169
Gain (loss) on fair value adjustment of investment property	(	15,947)	193
Changes in operating assets and liabilities
Changes in operating assets
Accounts receivable		240	63,696
Accounts receivable-related party		542	-
Other receivables		38,703	( 22,825)
Other receivables -related party	(	71,976)	430
Inventories		89,592	1,949
Prepayments	(	333)	( 28,356)
Other current assets	(	10,149)	-
Contract liabilities		31,820	7,542
Accounts payable	(	21,378)	( 51,046)
Other payables	(	15,577)	( 78,784)
Other payables-related party	(	61,826)	9,553
Provisions for liabilities		3,983	( 78)
Other current liabilities		1,353	( 3,495)
Cash outflow generated from operations	(	209,967)	( 302,875)
Interest received		6,458	6,417
Interest paid	(	20,183)	( 11,977)
Income taxes paid		470	( 513)
Net cash flows used in operating activities	(	223,222)	( 308,948)

(Continued)

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ALI CORPORATION
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

	Year ended December 31
	2025	2024(Restated)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at amortized cost	$ -	($ 10,000 )
Proceeds from disposal of financial assets at amortized cost	10,000	168,300
Acquisition of financial assets at fair value through profit or loss	( 185,000 )	( 32,133 )
Proceeds from disposal of financial assets at fair value through profit or loss	-	32,058
Acquisition of investments accounted for using the equity method	( 801,443 )	( 23,029 )
Acquisition of property, plant and equipment	( 37,243 )	( 5,384 )
(Increase) Decrease in guarantee deposits paid	( 2,420 )	1,368
Acquisition of intangible assets	( 91,382 )	( 58,016 )
Net cash flows from (used in) investing activities	( 1,107,488 )	73,164
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in current borrowings	350,000	-
Decrease in current borrowings	( 300,000 )	( 110,000 )
Increase in non-current borrowings	660,000	560,000
Decrease in current borrowings	( 260,000 )	-
Increase (Decrease) in guarantee deposits received	683	( 223 )
(Decrease) increase in other receivables -related party	( 89,560 )	89,560
Payments of lease liabilities	( 3,012 )	( 3,076 )
Proceeds from issuance of common shares	500,272	-
Exercise of employee share options	-	10,065
Treasury shares transferred to employees	10,331	-
Proceeds from capital reduction	-	147,128
Net cash flows from financing activities	868,714	693,454
Net (decrease) increase in cash and cash equivalents	( 461,996 )	457,670
Cash and cash equivalents at beginning of year	542,531	84,861
Cash and cash equivalents at end of year	$ 80,535	$ 542,531

The accompanying notes are an integral part of these parent company only financial statements.

Annex 5

ALi Corporation

The Rationality and Necessity of the Securities Underwriter's Evaluation Opinion

Principal of Opinion Letter: ALi Corporation

Addressee of Opinion Letter: ALi Corporation

Designated Purpose of Opinion Letter: For the exclusive use of ALi Corporation in connection with its private placement of securities in 2026

Report Type: The Rationality and Necessity of the Securities Underwriter's Evaluation Opinion

Evaluating Institution: Capital Securities Corporation

May 18, 2026

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I. Background

ALi Corporation (hereinafter referred to as “ALi” or the “Company”), in order to strengthen working capital, repay bank borrowings, and meet future funding needs for business development, resolved at the Board of Directors meeting held on May 14, 2026 to conduct a private placement of ordinary shares, and submitted the proposal to the shareholders’ meeting held on June 30, 2026 for approval. The Company plans to raise funds through the private placement of no more than 40,000,000 ordinary shares, to be carried out in no more than three tranches within one year from the date of resolution by the annual shareholders’ meeting of the current year. The issuance price shall be determined at no less than 80% of the reference price as the basis for the private placement price. The selection of subscribers shall be limited to specific persons in compliance with Article 43-6 of the Securities and Exchange Act. According to the “Directions for Public Companies Conducting Private Placements of Securities,” where a material change in managerial control occurs within one year before the Board resolution approving the private placement until one year after the delivery date of the privately placed securities, or where the introduction of strategic investors through a private placement may potentially result in a material change in managerial control, the Company shall engage a securities underwriter to issue an assessment opinion regarding the necessity and reasonableness of the private placement, and disclose such opinion in the notice of shareholders’ meeting as reference for shareholders in determining whether to approve the proposal. In addition, pursuant to Question 5-1(2) of the “Q&A on the Private Placement System for Securities” issued by the Financial Supervisory Commission, Executive Yuan, a “material change in managerial control” refers to a change involving more than one-third of the directors. Upon review, ALi resolved at the Board meeting held on May 14, 2026 to conduct the private placement of ordinary shares. The Company had previously conducted a full re-election of directors at the annual shareholders’ meeting held on June 30, 2025, and the number of directors changed before and after such re-election exceeded one-third of the board seats. Furthermore, following the re-election, the Company convened a special shareholders’ meeting on November 28, 2025 to elect two additional directors, while another two directors resigned on December 9, 2025, resulting in a director turnover ratio of four out of nine directors during the same term of office. Accordingly, a material change in managerial control occurred within one year prior to the Board resolution approving the private placement of ordinary shares.

This opinion letter is provided solely as a reference for ALi Corporation’s shareholders at the shareholders’ meeting held on June 30, 2026 in connection with the resolution regarding the proposed private placement of ordinary shares, and shall not be used for any other purpose. The contents of this opinion letter are based on the minutes of the Company’s

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Board of Directors meeting held on May 14, 2026 and the financial information provided by the Company. This opinion letter assumes no legal responsibility for any impact arising from future changes to the Company's private placement plan or any other circumstances that may result in changes to the contents of this opinion letter. This statement is hereby declared.

II. Current Operating Status of the Company

ALi Corporation was established on June 10, 1993 and was listed on the Taiwan Stock Exchange on August 26, 2002. The Company is primarily engaged in the design, research, development, production, manufacturing, testing, and sales of system-on-chip (SoC) solutions related to communications, consumer electronics, multimedia chipsets, and various application-specific integrated circuits (ASICs).

Its principal products are digital set-top box (STB) chipsets, including integrated chips for satellite, terrestrial, cable, and Internet Protocol (IP)-based STB solutions, covering both standard-definition and high-definition specifications. As of December 31, 2025, the Company's paid-in capital amounted to NT$1,402,237 thousand. The Company's summarized financial information for the most recent three years is as follows:

Balance Sheet
Unit: NT$ thousand

Year/Item	FY2023	FY2024	FY2025
Current Assets	1,450,654	1,551,409	1,660,876
Non-current Assets	1,092,271	1,478,271	2,280,723
Total Assets	2,542,925	3,029,680	3,941,599
Current Liabilities	922,554	686,131	1,308,020
Non-current Liabilities	16,588	692,225	1,170,849
Total Liabilities	939,142	1,378,356	2,478,869
Share Capital	1,945,459	1,170,737	1,402,237
Capital surplus	1,346,248	447,093	421,820
Retained earnings	(1,676,126)	32,987	(433,126)
Other equity interest	1,265	13,466	14,939
Treasury shares	(13,781)	(13,781)	—
Equity attributable to owners of the parent	1,603,065	1,650,502	1,405,870
Net Value per Share (NT$) (Note)	8.27	14.15	10.03

Source: The Company's consolidated financial statements for fiscal years 2023-2025, audited and certified by independent auditors; calculations by Capital Securities Corporation.
Note: Net value per share = Equity attributable to owners of the parent / (Number of outstanding ordinary shares issued - Number of treasury shares).

Income Statement

Unit: NT$ thousand

Year/Item	FY2023	FY2024	FY2025
Operating Revenue	1,445,754	1,628,224	1,140,949
Gross profit	305,199	459,052	326,708
Gross Profit Margin	21.11%	28.19%	28.63%
Operating Loss	(653,317)	(254,602)	(575,720)
Operating (Loss) Margin	(45.19)%	(15.64)%	(50.46)%
Non-operating Income and Expenses	(562,010)	21,993	(33,672)
Loss before income tax	(1,215,327)	(232,609)	(609,392)
Loss	(1,691,435)	(278,167)	(603,852)
Loss attributable to: Owners of parent	(1,691,509)	(278,246)	(455,448)
Earnings Per Share (NT$)	(14.59)	(2.39)	(3.43)

Source: The Company's consolidated financial statements for fiscal years 2023-2025, audited and certified by independent auditors.

III. Underwriter's Assessment Opinion

ALi Corporation resolved at the Board of Directors meeting held on May 14, 2026 to proceed with the proposed private placement of ordinary shares. The actual number of shares to be issued is proposed to be authorized by the shareholders' meeting to the Board of Directors, which may determine, based on capital market conditions, whether to complete the issuance in one or multiple tranches (up to a maximum of three tranches), provided that the total number of shares issued shall not exceed 40,000,000 shares. The funds raised will be used to strengthen working capital, repay bank borrowings, and meet future funding needs for business development. According to the minutes of the Company's Board meeting held on May 14, 2026, the subscribers for this private placement of ordinary shares shall be limited to specific persons meeting the requirements of Article 43-6 of the Securities and Exchange Act and FSC Order Jin-Guan-Zheng-Fa No. 1120383220 dated September 12, 2023. As of the date of issuance of this opinion letter, the Company has not yet identified any specific subscribers.

The underwriter's assessment regarding the necessity and reasonableness of the Company's private placement is set out as follows:

A. Legal Compliance Assessment

i. Paragraph 3 of the "Directions for Public Companies Conducting Private Placements of Securities"

According to the Company's consolidated financial statements for 2025 audited and

certified by independent accountants, the Company recorded a net loss after tax of NT$603,852 thousand for 2025, and had an accumulated deficit of NT$433,126 thousand as of the end of 2025. Accordingly, the Company is not subject to the restriction under Paragraph 3 of the “Directions for Public Companies Conducting Private Placements of Securities,” which provides that “a public company with net income after tax in the most recent fiscal year and without accumulated deficits shall issue securities through public offering unless one of the specified exceptions applies.”

ii. Item 1, Paragraph 1 of Point 4 of the “Directions for Public Companies Conducting Private Placements of Securities” regarding the pricing of private placement securities and theoretical price

Pursuant to Subparagraph 1, Paragraph 1, Article 4 of the “Directions for Public Companies Conducting Private Placements of Securities,” for listed, OTC-listed, or emerging stock companies, if the private placement price per ordinary share is lower than 80% of the reference price, or if the issuance price of preferred shares, convertible corporate bonds, preferred shares with warrants, corporate bonds with warrants, or employee stock warrants is lower than 80% of the theoretical price, the meeting notice shall additionally disclose an independent expert’s opinion regarding the basis and reasonableness of the pricing for shareholders’ reference in determining whether to approve the proposal. According to the minutes of the Board of Directors meeting of ALi Corporation held on May 14, 2026, the proposed private placement price per ordinary share will be set at no less than 80% of the reference price, and such pricing principle has been included in the Board meeting agenda. Accordingly, it should comply with the relevant laws and regulations.

iii. Item 2, Paragraph 1 of Point 4 of the “Directions for Public Companies Conducting Private Placements of Securities” regarding the qualifications of subscribers (offerees)

Pursuant to Subparagraph 2, Paragraph 1, Article 4 of the “Directions for Public Companies Conducting Private Placements of Securities,” where the subscribers are strategic investors, the Board of Directors shall fully discuss the selection method and purpose of the subscribers, the necessity of the private placement, and the expected benefits, and such matters shall be stated in the meeting agenda of the shareholders’ meeting. Based on the Board meeting minutes provided by ALi Corporation regarding the proposed private placement of ordinary shares, the Company has duly conducted sufficient discussions on matters relating to the selection of subscribers at the Board meeting, and such information will be disclosed in the agenda of the annual shareholders’ meeting to be held on June 30, 2026. Accordingly, it is deemed to comply with the relevant laws and regulations.

B. Assessment of the Necessity and Reasonableness of the Current Private Placement of Common Shares

i. Assessment of Necessity

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Considering the Company’s current operating conditions, as well as the timeliness, flexibility, and issuance cost factors in fund raising, it may be difficult to successfully obtain the required funds within a short period of time through a public offering of securities. In order to avoid any adverse impact on the Company’s normal operations, it is proposed to raise funds through a private placement to specific persons. The purpose of the private placement is to strengthen working capital, repay bank borrowings, and meet future funding needs for business development, thereby enhancing the Company’s financial structure and competitiveness, and improving overall shareholders’ equity. Accordingly, the private placement of securities is considered necessary.

ii. Assessment of Reasonableness

(a) Reasonableness of the Type of Securities to Be Offered Through Private Placement

ALi Corporation proposes to issue ordinary shares through a private placement, and will determine, based on capital market conditions and the status of negotiations with specific investors, whether to conduct the issuance in one or multiple tranches (up to a maximum of three tranches), within a total limit of no more than 40,000,000 shares. As ordinary shares are a commonly issued type of security in the capital market and are generally well accepted by investors, the Company’s decision to conduct a private placement of ordinary shares is considered reasonable.

(b) Reasonableness of the Expected Benefits of the Private Placement

The proceeds from the Company’s proposed private placement of ordinary shares will be used to strengthen working capital, repay bank borrowings, and meet future funding needs for business development. In addition to satisfying the Company’s need for long-term and stable funding, the proceeds are expected to reduce reliance on bank financing and lower interest expenses, thereby improving the Company’s financial structure, enhancing competitiveness, and strengthening operating performance, which in turn will have a positive impact on shareholders’ equity. Accordingly, the expected benefits of the proposed private placement of ordinary shares are considered reasonably achievable.

iii. Assessment of Subscriber Selection and Likelihood

(a) Selection of Subscribers

The offerees of the Company’s private placement of common shares shall be limited to specific persons who meet the requirements under Article 43-6 of the Securities and Exchange Act and Financial Supervisory Commission Order No. 1120383220 dated September 12, 2023. As of the date of this opinion, no specific subscribers have been identified. However, the Company intends to target primarily insiders and related parties who have a thorough understanding of the Company’s operations and can provide direct or indirect benefits to its future business performance, as well as strategic investors capable of

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assisting the Company in reducing operating costs, improving operational efficiency, and expanding market presence. The actual subscribers, once confirmed, will be disclosed in accordance with relevant regulations through the Market Observation Post System (MOPS).

(b) Feasibility and Necessity of Subscribers

The Company’s private placement will target insiders and related parties who can provide direct or indirect benefits to its future operations, as well as strategic investors capable of assisting the Company in reducing operating costs, improving operational efficiency, and expanding market presence. This is intended to facilitate the Company’s business expansion, strengthen operational momentum, improve financial structure, and enhance future operating performance and shareholders’ equity. Accordingly, the prospective subscribers for this private placement are considered both feasible and necessary.

C. Impact of a Change in Control on the Company’s Business Operations, Financial Position, and Shareholders’ Equity

i. Impact on the Company’s Business Operations

In order to proactively position and expand its market presence, the Company continues to develop and launch set-top box products with improved cost advantages, while also extending its smart multimedia technologies to human-machine interface applications, including products in the medical and e-sports sectors. In addition, by providing integrated circuit design services, the Company is entering emerging application markets such as automotive semiconductors, AI peripheral applications, industrial Ethernet, multimedia applications, and encryption processing technologies, thereby enhancing its technological capabilities and creating new growth opportunities, which is expected to support the

Company’s return to a growth trajectory. As of the date hereof, no specific subscribers have been identified. If the subsequent subscribers are external strategic investors, their resources may assist the Company in reducing operating costs, improving operational efficiency, and expanding market reach. Furthermore, given the three-year transfer restriction applicable to privately placed securities, a long-term cooperative relationship between the Company and strategic investors can be ensured. In addition, the Company has no plan to use board seats as consideration in exchange for investment, and therefore there is no material risk of significant changes in business operations arising therefrom. In summary, the private placement is expected to have a positive impact on the Company’s business operations.

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ii. Impact on the Company’s Financial Position

Following the fundraising through a private placement, the Company will be able to obtain immediate and effective capital injection. In addition to timely supporting future operational and business development needs, the proceeds will help strengthen the Company’s financial structure, enhance its financial resilience, improve capital allocation flexibility, and reduce operational risks, thereby increasing its overall competitiveness. This is expected to contribute to the Company’s medium- to long-term development. Accordingly, the private placement is expected to have a positive impact on the Company’s financial position.

iii. Impact on Shareholders’ Equity

The private placement is expected not only to provide the Company with stable long-term funding, but also to enable the Company, through the resources of strategic investors, to reduce operating costs, improve operational efficiency, and expand its market presence, thereby enhancing profitability and overall shareholders’ equity. In addition, pursuant to the pricing principle of this private placement, the issue price shall be determined at no less than 80% of the reference price/theoretical price. Accordingly, the pricing of this private placement complies with the “Directions for Public Companies Conducting Private Placements of Securities,” and is not expected to have a material adverse impact on shareholders’ equity.

As the Company recorded a net loss after tax for 2025 and its net asset value per share was NT$10.03 as of the end of 2025, if future capital market fluctuations result in the pricing of the private placement of ordinary shares being below par value, thereby potentially increasing accumulated deficits, the Company will, depending on its future operating performance and market conditions, cover such losses through methods such as capital reduction, retained earnings, capital reserve, or other statutory means. Accordingly, the proposed private placement of ordinary shares is not expected to have a material adverse impact on shareholders’ equity.

D. Conclusion of the Assessment Opinion

Overall, the proceeds from the Company’s private placement will be used to strengthen working capital, repay bank borrowings, and meet future funding requirements for business development. In addition to satisfying the Company’s need for stable long-term funding, the private placement is expected to reduce reliance on bank financing and lower interest expenses, while enhancing capital allocation flexibility and strengthening the

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financial structure. This will contribute to the Company's sound future operations and development, while also safeguarding shareholders' interests. In addition, a review of the Board meeting materials prepared by the Company indicates that the issuance process, scope of discussion, basis for pricing determination, and selection criteria for offerees all comply with the Securities and Exchange Act and relevant regulations, and no material irregularities have been identified. Furthermore, taking into account the Company's continued operating losses in recent years, as well as the uncertainty and timeliness considerations associated with fund raising through a public offering, the private placement is considered to be both necessary and reasonable.

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Independent Statement

I. The Company has been engaged to provide an underwriter’s assessment opinion regarding the necessity and reasonableness of the private placement of securities proposed by ALi Corporation in 2026. This assessment opinion has been prepared with an objective and independent professional spirit.

II. The Company hereby declares that, in performing the aforesaid assignment, none of the following circumstances exist:

(1) Either party and its parent company, together with all subsidiaries of the parent company, collectively hold 10% or more of the total shares of the other party.

(2) The directors appointed by either party and its subsidiaries to the other party constitute more than one-half of the total board seats of the other party.

(3) The chairperson or general manager of either party is the same person as, or has a spousal or second-degree kinship relationship with, the chairperson or general manager of the other party.

(4) 20% or more of the total shares of either party are held by the same shareholders.

(5) More than half of the directors or supervisors of either party are the same persons as those of the other party. The calculation shall include spouses, children, and relatives within the second degree of kinship.

(6) Either party and its related parties collectively hold 50% or more of the issued shares of the other party. However, this restriction shall not apply where the securities underwriter is a financial institution or a securities subsidiary of a financial holding company, provided that the total shareholding of the parent company and its subsidiaries does not exceed 10% of the issuer’s total issued shares, and the number of director or supervisor seats held does not exceed one-third of the respective seats.

(7) Either party is required to file for merger clearance under applicable laws, or the merger has not been prohibited by the Fair Trade Commission after filing.

(8) Any other circumstance where, under applicable laws or factual evidence, either party directly or indirectly controls the personnel, financial, or operational management of the other party.

III. In preparing the assessment opinion regarding the necessity and reasonableness of the private placement of securities, the undersigned confirms that the professional opinion has been issued with an objective and independent spirit.

Declarant: Capital Securities Corporation
Representative: Chou, Hsiu-Chen
Date: May 18, 2026

Annex 6

ALi Corporation Rules of 2026 Issuance of Restricted Stock Awards

Article 1 – Purpose

To attract and retain the talent required by the Company, motivate employees, and enhance their cohesion, thereby jointly creating benefits for the Company and its shareholders, the Company hereby establishes these “Regulations for the Issuance of New Restricted Stock Awards” (hereinafter referred to as the “Regulations”) pursuant to Article 267 of the Company Act and the “Regulations Governing the Offering and Issuance of Securities by Issuers” promulgated by the Financial Supervisory Commission (hereinafter referred to as the “Offering Regulations”).

Article 2 – Issuance Period

Within one year from the date on which the effective registration from the competent authority is received, the shares may be issued in one or more tranches depending on actual needs. The actual issuance date (i.e., the record date of capital increase) shall be determined by the Chairperson of the Board as authorized by the Board of Directors.

Article 3 – Eligibility Criteria for Employees

Only full-time employees who are officially on the Company and domestic and foreign parent or subsidiary companies' payroll as of the Date of grant are eligible to receive Restricted Stock Awards. The number of shares to be granted to each eligible employee shall be determined by considering factors such as seniority, position, job performance, overall contribution, special achievements, or other managerial considerations. The allocation must be approved by the Chairperson and submitted to the Board of Directors for consent. In cases involving Managerial officers or employee-directors, the approval of the Compensation Committee is required beforehand.
In accordance with Article 56-1, Paragraph 1 of the Offering Regulations, the total number of employee stock warrants and Restricted Stock Awards allocated to a single employee shall not exceed 0.3% of the total issued shares. The total number of employee stock warrants issued under Article 56, Paragraph 1 of the Offering Regulations shall not exceed 1% of the total issued shares.

Article 4 – Total Issuance Amount

The total amount of this issuance is NT$15,000,000, with a par value of NT$10 per share, totaling 1,500,000 common shares.

Article 5 – Issuance Terms

Issuance Price: The Restricted Stock Awards will be issued free of charge at an issuance price of NT$0 per share.
Type of Shares Issued: Newly issued common shares of the Company.
Vesting Conditions:

(1) After being granted restricted stock awards under these Regulations, employees who remain employed on each

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vesting date, have not violated the Company's labor contract, work rules, non-compete or confidentiality agreements, or any contractual obligations with the Company during the period, and have met the performance requirements set by the Company, shall vest their shares according to the following dates and percentages:

a. Employees shall be allocated 40% of the vested shares from the effective date of the Restricted Stock Awards issuance.

b. Employees who have been continuously employed by the Company for one year from the effective date of the Restricted Stock Awards issuance shall be allocated 30% of the vested shares.

c. Employees who have been continuously employed by the Company for two years from the effective date of the Restricted Stock Awards issuance shall be allocated the remaining 30% of the vested shares.

d. The criteria for determining the awarded employees and the number of shares they may receive are as follow follows:

Annual performance evaluation results are above the average.
Outstanding performance in projects or significant contributions to the Company.
Recommended by the department head as beneficial to the Company's operational growth.
Possession of special skills required by the Company.

(2) Share quantities are rounded to whole shares and may be adjusted based on actual circumstances.

(3) In the event the Company undergoes a merger, acquisition, or spin-off, employees with unvested shares may apply for early vesting of such shares within 30 days from the date of the legal resolution or record date, whichever comes first. This shall not be subject to the performance-based vesting requirements stated above. Shares not exercised within the period will be handled in accordance with applicable agreements.

Handling Unmet Vesting Conditions:

If an employee fails to meet the vesting conditions, the unvested shares shall be reclaimed and canceled by the Company at no cost.

Resignation, Termination, Leave Without Pay, Disability, Death, or Transfer Handling:

(1) Employees who resign or are terminated will have their unvested shares fully reclaimed and canceled.

(2) Employees on Company-approved unpaid leave who otherwise meet vesting conditions will lose their rights to vest from the date the leave begins, and their shares will be reclaimed and canceled.

(3) Employees who become disabled due to occupational injury may fully vest their shares on the date of termination.

(4) Employees who die from occupational or general causes will have their unvested shares immediately vest as of the date of death. The shares or benefits may be claimed by legal heirs upon providing required documentation.

(5) Employees transferred to a Company or a domestic/foreign subsidiary in which the Company directly or indirectly holds more than 50% voting shares will retain their rights and obligations to unvested shares, subject to Chairperson approval.

(6) Other special cases not covered shall be handled or adjusted by the Chairperson on a case-by-case basis in accordance with laws.

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Article 6 – Restrictions Prior to Vesting

Upon issuance, Restricted Stock Awards shall be placed in trust. The Company shall sign a trust agreement on behalf of the employees with a designated trust institution. Shares may not be returned to the employees under any circumstances prior to vesting.
Before meeting the vesting conditions, employees may not sell, pledge, transfer, gift, request buyback by the Company, or otherwise dispose of the shares.
Except for the above restrictions, employees have the same rights and obligations as other common shareholders, including participation in stock/earnings distributions, cash capital increases, capital reductions, mergers, spin-offs, and other legal changes. However, proceeds from capital reduction before vesting shall also be placed in trust.
Before vesting, shareholders’ rights such as attending shareholder meetings, making proposals, speaking, and voting shall be exercised by the trustee on behalf of the employees.
During the trust period, the Company has full authority to represent employees in dealing with the trustee regarding trust agreement negotiation, execution, revision, extension, termination, and management of trust assets. Employees must provide written consent authorizing the Company as their agent under Civil Code Article 106.

Article 7 – Taxation

Any taxes incurred from shares granted under these Regulations shall be handled in accordance with the tax laws of the Republic of China at the time.

Article 8 – Confidentiality and Restrictions

After finalizing the total units issued, subscription price, allocation principles, and list of recipients, the responsible unit shall notify employees to sign the “Restricted Stock Awards Receipt Agreement.” Failure to sign is deemed a waiver of the allocation.
Employees must maintain confidentiality after signing and not disclose any details of the plan or their personal entitlements to others.
All holders of Restricted Stock Awards or related benefits must abide by these Regulations and the agreement. Disclosure or inquiries into others’ entitlements or grant amounts are prohibited. Violators may face disciplinary action or cancellation of allocated shares without compensation.

Article 9 – Implementation Guidelines

The handling procedures and schedule related to the recipient list and agreement signing will be notified separately by the responsible unit of the Company.

Article 10 – Other Important Matters

These Regulations shall take effect upon approval by at least two-thirds of the directors present at a board meeting attended by more than half of all directors and upon approval by the competent authority. Amendments before issuance shall follow the same process.

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Subsequent revisions due to legal amendments, competent authority requirements, or environmental changes may be made by the Chairperson and later submitted to the Board for ratification.
Matters not specified herein shall be governed by applicable laws and regulations.

Article 11 – Date of Adoption

These Measures were formulated on May 14, 2026.

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IV. Appendix

Appendix 1

ALi Corporation
Articles of Association

Chapter I General

Article 1 The Company is organized in accordance with the Company Act and is named ALi Corporation.

Article 2 The business of the Company is as follows:

CC01060 Wired Communication Mechanical Equipment Manufacturing
CC01070 Wireless Communication Mechanical Equipment Manufacturing
CC01080 Electronics Components Manufacturing
CC01110 Computer and Peripheral Equipment Manufacturing
F213060 Retail Sale of Telecommunication Apparatus
F218010 Retail Sale of Computer Software
F219010 Retail Sale of Electronic Materials
F401010 International Trade
F601010 Intellectual Property Rights
I301010 Information Software Services
I301020 Data Processing Services
I501010 Product Designing
ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3 Due to business and investment relations, the Company may endorse and guarantee to other parties.

Article 4 The amount of the Company's foreign investment may not be limited by Article 13 of the Company Act.

Article 5 The Company has its head office in Taipei city and may set up branches at home and abroad upon the resolution of the Board of Directors if necessary.

Chapter II Share

Article 6 The total capital of the Company is set at NT$ 1.6 billion, divided into NT$ 160 million shares, each with an amount of NT$ 10, which authorizes the Board of Directors to issue the shares in batches.

The total amount of capital referred to in the preceding paragraph is reserved NT$ 250 million, divided into 25 million shares, with an amount of NT$ 10 per share. It is reserved for use when exercising stock options and may be issued in batches in accordance with resolutions of the Board of Directors.

Article 7 All the shares of the company are registered, signed or sealed by the directors representing the company, and issued after being legally certified.

The shares issued by the company may be exempted from printing, but shall be negotiated and registered with the Institutions for Centralized Custody of Securities.

Article 8 Unless otherwise provided by law, the shareholders of the Company shall handle the share affairs such as share transfer, right setting, loss reporting, inheritance, gift and address change, loss reporting or replacement of seal, etc. in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies.

Article 9 The change of name and transfer of shares shall be suspended within 60 days before the regular shareholders' meeting, 30 days before the temporary shareholders' meeting or 5 days before the Company decides to distribute dividends and bonuses or other benefits.

Article 9-1 The transfer objects of the treasury stocks purchased by the company in accordance with the

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law, the issuance objects of employee stock option certificates and restricted employee rights new shares, and the objects of issuance of new shares reserved for employees to purchase shall include employees of controlled or subordinate companies who meet certain conditions, and the certain conditions shall be determined by the board of directors.

Chapter III Meeting of Shareholders

Article 10
The shareholders' meeting is divided into two types: regular meeting and temporary meeting. The regular meeting is held once a year and shall be convened by the Board of Directors within six months after the end of each fiscal year. The temporary meeting will be convened according to law when necessary.

Article 10-1
The company's shareholders' meeting may be held by video conference or other methods announced by the central competent authority. The conditions to be met, operating procedures and other matters to be followed, if the securities competent authority otherwise stipulates, such regulations shall prevail.

Article 11
If a shareholder is unable to attend the shareholders' meeting for some reason, he/she may issue a power of attorney issued by the Company stating the scope of authorization, sign and seal it and entrust an agent to attend on his/her behalf.

Article 12
Shareholders of the Company have one vote per share, but those who have any of the circumstances specified in Article 179 of the Company Act have no vote.

Article 13
Unless otherwise provided in the Company Act and other laws and regulations, resolutions of the shareholders' meeting shall be made with the consent of a majority of the voting rights of shareholders present, representing a majority of the total number of issued shares. The shareholders of the company can exercise their voting rights electronically, and relevant matters shall be handled in accordance with the provisions of the order.

Chapter IV Directors and Audit Committee

Article 14
The Company has seven to ten directors, of whom at least three are independent directors. Candidate nomination system is adopted for the election of independent directors and non-independent directors.

The election of directors shall be conducted in accordance with the provisions of Article 198 of the Company Act. Independent directors and non-independent directors shall be elected together, and the number of seats to be elected shall be calculated respectively. Those who have more voting rights represented by the votes obtained shall be elected as independent directors and non-independent directors. Their term of office shall be three years and they may be re-elected.

The total number of registered shares held by all directors of the Company is determined in accordance with the standards set forth in the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies promulgated by the Financial Supervisory Commission.

The remuneration of directors shall be determined by the board of directors according to the industry standard.

The Company may take out liability insurance for directors within the scope of compensation that the directors are liable for according to law.

Article 15
The Board of Directors shall be organized by directors, and two-thirds or more of the directors present and more than half of the directors present shall agree to elect one chairman from each other. The vice-chairman may be elected according to business needs, and the chairman shall represent the Company externally.

The Company may set up committee for audit, salary and remuneration or other functional committees.

The convening of the Board of Directors of the Company shall be notified to all directors before the deadline stipulated by law in advance, and the Company may convene the Board of Directors at any time in case of emergency. The Board of Directors of the Company may be convened in writing, E-mail or fax.

Article 16
If the chairman asks for leave or is unable to exercise his/her authority for some reason, his/her agent shall handle the matter in accordance with the provisions of Article 208 of the Company

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Act. Director if he/she is unable to attend the Board of Directors in person, he/she may issue a power of attorney and entrust other directors to act as his/her agent, provided that the agent is only authorized by one person.

Chapter V Manager

Article 17 The Company may have a chief executive, deputy chief executive, general manager, career general manager and deputy general manager. their appointment, dismissal and remuneration shall be handled in accordance with Article 29 of the Company Act.

Chapter VI Accountant

Article 18 At the end of each fiscal year, the Board of Directors shall compile the following statement and submit it to the shareholders' regular meeting for recognition:

Business Report.
Financial Statements.
Proposal on surplus distribution or loss compensation.

Article 19 If the Company has any profit (the so-called profit refers to the profit before-tax deduction of employee remuneration and director remuneration), it shall allocate less than 5% as employee remuneration (3% of the profits should be distributed as bonuses to frontline staff) and no more than 1.5% as director remuneration. However, when the Company still has accumulated deficit (including adjusting the undistributed surplus amount), it shall reserve the compensation amount in advance.

The remuneration referred to in the preceding paragraph may be in the form of shares or cash, which may be distributed to employees of affiliated companies who meet the conditions set by the Board of Directors. The remuneration of directors referred to in the preceding paragraph can only be paid in cash.

The first two items shall be decided by the Board of Directors and reported to the board of shareholders.

Article 20 Before the Company distributes earnings, the Company shall first make up the accumulated deficits (including adjusting the undistributed surplus amount) and allocate 10% as the legal reserve according to law, with the amount of the items other than the current after-tax net profit added to the current after-tax net profit and included in the current year's undistributed surplus; However, this is not the case when the legal reserve has reached the paid-in capital of the Company.

The special reserve shall be allocated or reversed in accordance with laws or regulations of the competent authority.

When allocating the special surplus reserve, the under-reported amount for the "Net increase in fair value of investment properties accumulated in the previous period" and "Net decrease in other equity accumulated in the previous period" should be allocated from the previous period before the distribution of surplus, and the amount shall be allocate as special surplus reserve of the same amount. If there is still a shortage, the amount should be allocated from the current after-tax net profit add the items other than the current after-tax net profit and included in the current undistributed surplus.

The remaining surplus, together with the undistributed surplus at beginning of period (including adjustment of the undistributed surplus amount), shall be proposed by the Board of Directors and submitted to the shareholders' meeting for resolution to distribute dividends and bonuses.

If the earnings distribution is paid in cash, it may be handled by a special resolution of the board of directors in accordance with Paragraph 5 of Article 240 of the Company Law, and reported to the shareholders' meeting.

The Company's affiliated industries are in the growth stage. Depending on investment environment, capital demand, company business, financial planning and other factors, the distributable surplus for the current year may be fully distributed. Surplus can be distributed in cash or stock, but the proportion of cash dividends distributed by shareholders shall not be less than ten percent (10%) of the total dividends of shareholders.

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Article 21

The treasury stocks purchased by the company in accordance with the law shall be transferred to the employees at a price lower than the average price of the shares actually bought back, or the employee stock option certificates may be issued at a subscription price lower than the closing price of the common stocks of the company issued in Japan, with the consent of shareholders' meeting present by the shareholders representing more than half of the total number of issued shares and more than two-thirds of the voting rights of the shareholders present.

Chapter VII

Supplementary Provisions

Article 22

Matters not covered in the Articles of Association shall be handled in accordance with the Company Act and other laws and regulations.

Article 23

The Articles of Association was concluded on April 20, 1993

The first revision was made on December 3, 1993

The 2nd revision was made on June 24, 1995

The 3rd revision was made on January 8, 1996

The 4th revision was made on April 20, 1996

The 5th revision was made on June 27, 1996

The 6th revision was made on June 20, 1997

The 7th revision was made on April 3, 1998

The 8th revision was made on April 3, 1998

The 9th revision was made on April 27, 2000

The 10th revision was made on April 25, 2001

The 11th revision was made on June 13, 2002

The 12th revision was made on June 2, 2004

The 13th revision was made on August 26, 2004

The 14th revision was made on June 14, 2006

The 15th revision was made on June 15, 2007

The 16th revision was made on June 16, 2009

The 17th revision was made on June 18, 2010

The 18th revision was made on June 9, 2011

The 19th revision was made on June 20, 2012

The 20th revision was made on June 29, 2016

The 21st revision was made on June 11, 2019

The 22th revision was made on June 12, 2020

The 23th revision was made on June 14, 2022

The 24th revision was made on June 16, 2023

The 25th revision was made on June 30, 2025

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Appendix 2

ALi Corporation

Rules and Procedure of Shareholders' Meeting

Adopted at the shareholders' meeting on June 20, 1997

Revised at the shareholders' meeting on April 03, 1998

Revised at the shareholders' meeting on May 15, 2003

The shareholders' meeting of the Company shall be conducted in accordance with the Rules.
Shareholders or their agents attending the shareholders' meeting shall sign in and the sign-in formalities shall be replaced by a attendance card; The number of shares attended shall be calculated based on the attendance card submitted.
The attendance and voting at the shareholders' meeting shall be based on shares.
The shareholders' meeting shall be held at the place where the Company is located or at a place convenient for shareholders to attend and suitable for the meeting. The starting time of the meeting shall not be earlier than 9 am or later than 3 pm.
If the shareholders' meeting is convened by the Board of Directors, the chairman of the meeting shall be the chairman of the Company. If the chairman asks for leave or is unable to exercise his/her authority for some reason, the chairman shall appoint one director to act for him/her. If the chairman does not appoint an agent, the directors shall appoint one representative from each other. If the shareholders' meeting is convened by a convener other than the Board of Directors, the chairman of the meeting shall be the convener.
The Company may appoint appointed lawyers, accountants or relevant personnel to attend the shareholders' meeting. The meeting personnel handling the shareholders' meeting shall wear identification cards or armbands.
The whole process of the shareholders' meeting will be recorded or videotaped and kept for one year.
When the meeting time has expired, the chairman will announce the meeting starting. However, in the absence of shareholders representing more than half of the total number of issued shares, the chairman may postpone the meeting for two times. The total delay shall not exceed one hour. If the delay is still insufficient for two times and shareholders representing more than one-third of the total number of issued shares are present, it may be regarded as a false resolution in accordance with the first paragraph of Article 175 of the Company Act. Before the end of the current meeting, if the number of shares represented by the shareholders present has reached more than half of the total number of shares issued, the chairman may, in accordance with the provisions of article 174 of the Company Act, re-submit the fake resolution made to the regular meeting for resolution.
If the shareholders' meeting is convened by the Board of Directors, its agenda shall be set by the Board of Directors; The meeting shall be held in accordance with the agenda and shall not be changed without a resolution of the shareholders' meeting. During the meeting, the chairman may declare a break at his/her discretion. Before the end of the meeting, the chairman shall not declare the meeting adjourned without a resolution. If the chairman violates the rules of procedure and declares the meeting adjourned, a majority of the voting rights of the shareholders present may agree to elect a chairman to continue the meeting.
Before attending a shareholder's speech, the chairman shall first fill in a speech form setting out the main message of the speech, the shareholder's account number and the name of the account, and the chairman shall determine the order of his/her speech. Shareholders present at the meeting will be deemed not to have spoken if they have only made a statement but have not spoken. If the

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content of the speech is inconsistent with the statement, the content of the speech shall prevail; When a shareholder makes a speech, other shareholders shall not interfere with the speech without the consent of the chairman and the speaking shareholders, and the chairman shall stop the violator.

Each shareholder of the same proposal shall not speak more than twice without the consent of the chairman, and each time shall not exceed five minutes. If a shareholder's speech violates these regulations or exceeds the scope of the topic, the chairman may stop his/her speech.
When a legal person is entrusted to attend the shareholders' meeting, only one representative may be appointed to attend. If two or more representatives are appointed to attend, only one person may be allowed to speak on the same proposal.
After attending the shareholder's speech, the chairman may reply in person or designate relevant personnel.
When the chairman considers that the discussion of the proposal has reached the voting level, he/she may announce the suspension of the discussion and put it to the vote.
The scrutineers and tellers for voting on the proposal shall be designated by the chairman, but the scrutineers shall have the status of shareholders. The results of the voting shall be reported on the spot and recorded.
Unless otherwise provided in the Company Act and the Articles of Association of the Company, a motion shall be passed with the consent of more than half of the voting rights of the shareholders present. If there is no objection after consultation by the chairman, it shall be deemed as approved, and its effect shall be the same as that of voting.
If there are amendments or substitutes to the same proposal, the chairman shall decide the voting order with the original proposal. If one of the proposals has been approved, the other proposals will be regarded as rejected and there is no need to vote again.
The chairman may direct the guards (or security personnel) to assist in maintaining order at the venue. The guard (or security personnel) shall wear the armband with the word Guard when they are present to help maintain order.
In the event of force majeure during the meeting, the chairman may suspend the meeting or hold another meeting at a later date.
Matters not covered in the Rules shall be handled in accordance with the Company Act and other laws and regulations.
These Rules shall come into force after being approved by the shareholders' meeting, and the same shall apply to amendments.

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Appendix 3

Shareholding of Directors

Director Independent Director	Name	Date of Appointment	Closing date: May 2, 2026
			Holding share (share)	Holding proportion (%)
Director	Yu Chuan Intelligence Co., Ltd. Representative : Tu, Chun-Kuang	2025.6.30	23,152,000	16.51%
Director	Yu Chuan Intelligence Co., Ltd. Representative : Chuang, Jen-Chuan	2025.6.30	23,152,000	16.51%
Director	Yu Chuan Intelligence Co., Ltd. Representative : Lien, Chien-Chin	2025.11.28	23,152,000	16.51%
Director	Hsieh, Cheng-Hsueh	2025.11.28	-	-
Independent Director	Chiang, Nan-Hung	2025.6.30	-	-
Independent Director	Tsai, Kun-Chou	2025.6.30	-	-
Independent Director	Liu, Kuei-Yi	2025.6.30	-	-
Total			23,152,000	16.51%

Note 1: Total shares issued on May 2, 2026: 140,223,647 common shares.
Note 2: According to the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies," the minimum number of shares that all directors of the Company shall collectively hold is 8,413,419 shares.

AI assistant

ALi — AGM Information 2026

52273_rns_2026-05-29_45a55b1d-4e88-4a7f-8332-bc578223d40f.pdf

ALi

ALi Corporation

2026 General Meeting of Shareholders

Meeting Handbook

Catalogue

II. Meeting Agenda

Report Matters

Report Matter 1

Report Matter 2

Report Matter 3

Acknowledged Matter 2

Matters for Discussion

Discussion Matter 1

Discussion Matter 2

Extemporary Motions

Meeting Adjourned

Audit Committee’s Review Report

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

Evaluation of Inventories

Emphasis of Matter

Responsibilities of Management and those Charged with Governance for the Consolidated Financial Statements

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Other Matters

ALI CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2025 AND 2024

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

Evaluation of Inventories

Emphasis of Matter

Responsibilities of Management and those Charged with Governance for the parent company only Financial Statements

Auditors’ Responsibilities for the Audit of the parent company only Financial Statements

ALI CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2025 AND 2024

II. Current Operating Status of the Company

III. Underwriter's Assessment Opinion

A. Legal Compliance Assessment

Independent Statement

ALi Corporation Rules of 2026 Issuance of Restricted Stock Awards

Article 1 – Purpose

Article 2 – Issuance Period

Article 3 – Eligibility Criteria for Employees

Article 4 – Total Issuance Amount

Article 5 – Issuance Terms

Article 11 – Date of Adoption

Chapter III Meeting of Shareholders

Chapter IV Directors and Audit Committee

Chapter V Manager

Chapter VI Accountant

Shareholding of Directors

More from ALi

ALi AGM Information 2026