Code: 6533

ANDES

Andes Technology Corporation

Handbook for the 2026 Annual Meeting of Shareholders

(Summary Translation)

Meeting Date: May 28th, 2026

Procedure for the 2026 Annual Meeting of Shareholders ... 1

Agenda of Year 2026 Annual Meeting of Shareholders ... 2

I. Report Items ... 3
II. Acknowledgements ... 4
III. Proposed Resolutions ... 5
IV. Election ... 6
V. Extemporary Motions ... 6
VI. Meeting Adjourned ... 6

Attachment ... 7

Attachment 1 2025 business report ... 8
Attachment 2 Audit Committee’s Review Report ... 11
Attachment 3 2025 Sound Operational Plan Execution Status of the Company ... 12
Attachment 4 Independent Auditors’ Report and Consolidated Financial Statements ... 13
Attachment 5 Independent Auditors’ Report and Unconsolidated Financial Statements ... 24
Attachment 6 Comparison Table Illustrating the Original and Amended Text of the “Article of Incorporation” ... 34
Attachment 7 Description of the Long-Term Fundraising Plan ... 37
Attachment 8 list of candidates for the 8th term Independent Director by-election ... 39

Appendix ... 40

Appendix 1 Andes Rules and Procedures of Shareholders’ Meeting ... 41
Appendix 2 Andes Articles of Incorporation (Before Amendment) ... 48
Appendix 3 Rules for Election of Directors ... 54
Appendix 4 Shareholdings of All Directors ... 56

Andes Technology Corporation

Procedure for the 2026 Annual Meeting of Shareholders

I. Call the Meeting to Order
II. Chairman Remarks
III. Report Items
IV. Acknowledgements
V. Proposed Resolutions
VI. Election
VII. Extemporary Motions
VIII. Meeting Adjourned

Andes Technology Corporation

Agenda of Year 2026 Annual Meeting of Shareholders

Time: 10:00 a.m., May 28th, 2026 (Thursday)

Venue: Meeting Room Rossini, 4F, No.1, Gongye E. 2nd Rd., Hsinchu Science Park, Hsinchu, Taiwan

Held by means of: Physical shareholders meeting

Agenda:

I. Call the Meeting to Order
II. Chairman Remarks
III. Report items
(1) 2025 business report
(2) Audit Committee’s review report
(3) The accumulated deficit has reached half of the Company's paid-in capital
(4) Report on 2025 Sound Operational Plan Execution Status of the Company
(5) Report on the Implementation of the 1st Issuance of Unsecured Convertible Bonds
IV. Acknowledgements
(1) Adoption of the 2025 business report and financial statements
(2) Adoption of the proposal for 2025 Deficit Compensation
V. Proposed Resolutions
(1) Proposal for amendment to the Company’s “Articles of Incorporation”
(2) Proposal for planning and implementing the company’s long-term fundraising
VI. Election
(1) By-election of one Independent Director for the 8th Board of Directors of the Company
VII. Extemporary Motions
VIII. Meeting Adjourned

I. Report Items

Report item (1)
Proposed by the Board of Directors
Subject: 2025 business report.
Descriptions: 2025 Business Report is attached as Attachment 1 (pages 8–10).

Report item (2)
Proposed by the Board of Directors
Subject: Audit Committee’s review report.
Descriptions: 2025 Audit Committee’s review report is attached as Attachment 2 (pages 11).

Report item (3)
Proposed by the Board of Directors
Subject: The accumulated deficit has reached half of the Company's paid-in capital
Descriptions: The Company’s accumulated losses in the 2025 audited financial statements amounted to NT$268,686,968, which reached one-half of the paid-in capital.

Report item (4)
Proposed by the Board of Directors
Subject: Report on 2025 Sound Operational Plan Execution Status of the Company
Descriptions: For the implementation status of the Company's Sound Operational Plan Execution Status, please refer to Attachment 3 (pages 12).

Report item (5)
Proposed by the Board of Directors
Subject: Report on the Implementation of the 1st Issuance of Unsecured Convertible Bonds
Descriptions: The status of the Company's 1st issuance of domestic unsecured convertible bonds is as follows:

| Bond Name | | Andes Technology Corp.
1st Domestic Unsecured Convertible Bonds |
| --- | --- | --- |
| Use of Funds | | To enrich working capital |
| Issuance Date | | September 8, 2025 |
| Total Face Value | | NT$1,500,000,000 |
| Issuance Date | | September 8, 2025 |
| Maturity Date | | September 8, 2028 |
| Coupon Rate | | 0.00% |
| Regulatory Approval | Regulator | Taipei Exchange (TPEx) |
| | Date | September 3, 2025 |
| | Reference No.Z | Zheng-Gui-Zhai-Zi No. 11400078252 |
| Remarks | | The public subscription was fully collected on September 5, 2025, in accordance with the law. |

II. Acknowledgements

Acknowledgement (1)

Proposed by the Board of Directors

Subject: Adoption of the 2025 business report and financial statements.

Descriptions:

(1) 2025 financial statements, including the balance sheets, statements of comprehensive income, statements of changes in equity, and statements of cash flows, were audited by independent auditors Wan-Ju Chiu and Hsin-Min Hsu of Ernst & Young.

(2) For the 2025 business report, independent auditors’ report, and the aforementioned financial statements, please refer to Attachment 1 (pages 8~10), Attachment 4 (pages 13~23), and Attachment 5 (pages 24~33).

Resolution:

Acknowledgement (2)

Proposed by the Board of Directors

Subject: Adoption of the proposal for 2025 Deficit Compensation

Descriptions:

(1) The Company’s proposal for 2025 deficit compensation has been approved by the 8th meeting of the 8th Board of Directors. Due to the net loss incurred, there will be no distribution of remuneration for employees or directors.

(2) Please refer to the 2025 Deficit Compensation Table below:

Descriptions	Amount (NTD)
Unappropriated retained earnings of previous years	$146,571,979
Add: net Loss after tax of 2025	(415,258,947)
Accumulated Deficit to be Compensated	(268,686,968)
Capital surplus used to cover accumulated deficits	268,686,968
Unappropriated retained earnings	0

Chairman: Jyh-Ming Lin
President: Hong-Men Su
CFO: Han-Chang Chou

Resolution:

III. Proposed Resolutions

Proposal (1)

Proposed by the Board of Directors

Subject: Proposal for amendment to the Company's "Articles of Incorporation".

Descriptions:

(1) In order to conform to the amendments of relevant laws and regulations, the Company plans to amend the Company's "Articles of Incorporation".

(2) The comparison table illustrates the original and amended texts of the "Articles of Incorporation" is attached as Attachment 6 (pages 34~36).

Resolution:

Proposal (2)

Proposed by the Board of Directors

Subject: Proposal for planning and implementing the company's long-term fundraising.

Descriptions:

(1) In reply to the capital needs for the Company's future long-term strategic development and operational growth (Including but not limited to reinvestment, software, equipment, and related technologies for investing in high-end technical products, enhancing working capital, constructing factories, repaying bank loans, and/or supporting other funding needs for the company's long-term development, among one or more purposes.), and to internationalize and to diversify fundraising methods, the Company plans to propose to the shareholders' meeting to authorize the board of directors to issue ordinary shares up to a limit of 10 million shares based on market conditions and the company's funding needs. The company will choose an appropriate timing and financing instrument within this quota, either singly or in combination, one-time or multiple. This may involve conducting issuance of global depository receipts ("GDRs") through the issuance of common shares by capital increase, and/or issuance of common shares for cash capital increase in Taiwan, and/or issuing European Convertible Bond ("ECB") or convertible bonds ("CB") internationally, to raise long-term funds.

(2) Description of the long-term fundraising plan, please refer to Attachment 7 (pages 37~38).

(3) The key details of this long-term fundraising plan, including but not limited to underwriting methods, issuance price, actual number of shares to be issued, issuance conditions, issuance procedures, project plans, fund utilization, fundraising amount, planned fund utilization progress, anticipated benefits, and all other matters related to the issuance, are proposed to be authorized by the Annual Meeting of Shareholders for adjustment and formulation by the

board of directors based on market conditions. In the future, any changes due to regulatory approval, operational assessments, or objective environmental needs will also be fully authorized to be handled by the board of directors, with subsequent supplementary announcements.

(4) To complete the fundraising plan, it is proposed to authorize the Chairman of the Board or their designated representative to approve and sign on behalf of the company all matters related to the current long-term fund-raising project, as well as to sign relevant contracts and documents.
(5) It is proposed that the Board of Directors is fully authorized by the Annual Meeting of Shareholders to handle any matters not fully provided for above in accordance with relevant laws and regulations.

Resolution:

IV. Election

Election (1)

Proposed by the Board of Directors

Subject: By-election of one Independent Director for the 8th Board of Directors of the Company

Descriptions:

(1) Independent Director Chia-Ling Yang resigned from her position on February 5, 2026, due to her transition to public office. Accordingly, a by-election for one Independent Director is proposed to be held at this Annual General Meeting.
(2) The newly elected Independent Director shall take office immediately upon election. The term of office shall be the same as that of the current Board of Directors, commencing from the date of election and expiring on May 23, 2027.
(3) For the list of candidates for the 8th term Independent Director by-election, please refer to Attachment 8 (pages 39).
(4) Election is respectfully requested.

Election Results:

V. Extemporary Motions

VI. Meeting Adjourned

Attachment

Attachment 1 2025 business report

Andes Technology Corporation Business Report

Dear Shareholders:

In the year 2025, global attention was intensely focused on the development driven by artificial intelligence, the semiconductor industry, and their applications. AI applications continued to contribute more than 40 percent of Andes Technology's silicon IP licensing revenue.

Andes Technology is a leading force in AI infrastructure. RISC-V is exceptionally well-suited for developing AI chips, and its performance is outstanding. Today, RISC-V is ubiquitous across the AI industry.

Business results in 2025

Financial status:

In 2025, Andes Technology's consolidated revenue was NT$1,478,187 thousand, showing an increase of $7\%$ from last year. The licensing of CPU IP accounted for $65\%$ of the total revenue, royalty revenues accounted for $19\%$ , maintenance service and other income accounted for $16\%$ .

The consolidated net operating loss was NT$419,841 thousand, while non-operating expenses were NT$61,504 thousand. The net loss for the whole year was NT$ 415,259 thousand, with earnings per share of NT$(8.20). The net cash outflow was NT$ 663,138 thousand for the whole year. The operating loss was primarily due to the costs associated with high-end CPU IP development projects, while the non-operating expenses was mainly attributable to higher foreign exchange losses caused by exchange rate fluctuations.

Budget execution status:

In terms of budget execution, Andes Technology only set internal budget targets in 2025 and did not disclose its financial forecasts.

Financial Income and Expense and Profitability Analysis:

Year Item		2025	2024	Difference
Financial Income and Expense (NT$ thousands)	Net cash inflows (outflows) from operating activities	309,922	372,171	(62,249)
	Net cash outflows from investing activities	(2,445,577)	(153,316)	(2,292,261)
	Net cash outflows from financing activities	1,474,046	(35,475)	1,509,521
Profitability (%)	Return on Assets	(6.88)	0.08	(6.96)
	Return on Equity	(8.90)	0.04	(8.94)
	Income Before Tax to Paid-in Capital Ratio	(95.03)	2.28	(97.31)
	Net Profit Margin	(28.09)	0.14	(28.23)
	Earnings Per Share ($)	(8.20)	0.04	(8.24)

Sales and marketing status:

In 2025, the turnover contributed by the RISC-V product line continued to grow. Under the IP licensing model, it accounted for 97% of total revenue, while its share under the royalty model rose to 12%. In terms of regional operations, the Taiwan market remained the top contributor, making up 37% of total revenue, followed by North America at 36%. Revenue from mainland China declined to 16%, affected by U.S.-China competition and aggressive price-cutting driven by intensifying internal competition in the local market. Despite changes in regional contributions, overall annual revenue saw slight growth—increasing by approximately 7% compared to 2024. The cumulative total of SoC shipments to all customers has surpassed 19 billion units.

Research development status (IP core and technology):

In 2025, Andes Technology enhanced the functionality of the IP products launched in 2024, continued the R&D projects left unfinished from the previous year, and released new software versions with additional features. Specifically, the 46 Series strengthened vector instruction performance and increased transfer speed to external accelerators; AX66 offered a wider range of performance—area trade-off options; and D23 introduced support for the ACE customization tool. In the automotive-grade processor segment, we added ACE support to the N25F-SE and developed an ASIL-B-compliant STL (Software Test Library) for the D25F-SE. In addition, based on the existing AX45MPV, AX46MPV, AX46, and NX45, Andes undertook several customized projects for key customers, with applications including cloud-based large-scale AI control and acceleration, as well as automotive ADAS control. Some of these projects will extend into 2026. The features added for these customers have been integrated into standard products and are now available to all customers. In addition, the high-end out-of-order Cuzco processor developed by the North America Design Center was presented in August at the industry-leading conference Hot Chips. The project is still in development but has already gained significant interest from customers. The D23-SE design was also completed and entered the certification phase. On the software side, AndeSight not only continued to stay aligned with open-source developments by upgrading support for AndesCore processors, but also introduced the AutoOpTune tool for automatically searching optimal compilation options, as well as the FastSim fast simulator supporting the industry-standard SystemC and the Verilator Sim directly generated from RTL. AndesAIRE also continued to optimize computing acceleration functions, particularly for AI, and contributed these enhancements to upstream open-source projects; the NN SDK further expanded support for more AI models and improved model optimization.

Business plan summary in 2026

Management policy and future company development strategy:

Based on the observed business growth strategies and performance, Andes Technology's high-growth strategy has proven to be viable. Therefore, the company's operational strategy in 2026 will continue to focus on leveraging its comprehensive RISC-V processor IP portfolio to provide IP solutions for customers. By combining this with Custom Computing to deliver customized processor IPs, Andes aims to lay a solid foundation for sustained business growth. With continued investment in the areas of AI, automotive, and security, the company will keep cultivating customer adoption in these three key sectors. Admittedly, the 7% growth recorded in 2025 is not sufficient to sustain Andes' long-term growth. We therefore need to further strengthen revenue expansion and cost control, in order to improve the growth rate while reducing costs.

Expected sales volume and its basis:

According to forecasts from global semiconductor industry research institutions, the global silicon intellectual property (IP) market is expected to continue expanding, driven by the rapid development of AI, automotive electronics, high-performance computing, and mobile platforms. According to reports by Semico Research and IPnest, the global semiconductor silicon IP market is expected to grow at a compound annual growth rate (CAGR) of 15%–20% from 2023 to 2027,

reaching over USD 10 billion by 2027. The RISC-V processor IP segment is expected to grow at a faster pace, with an annual growth rate projected to exceed 30%. The Company expects that total licensing shipments in 2026 will increase significantly compared to the previous year, driven in particular by applications in AI, data centers, and automotive, which will further contribute to revenue growth. Additionally, Andes is allocating resources to strengthen its business development in Europe to boost revenue in that region.

Key Sales and Marketing Policies:

Andes Technology upholds “not competing with customers” as its core value, focusing on a pure-play IP licensing model and does not develop its own chip products. The Company implements its sales and marketing policies based on the following strategies:

Product Strategy: The Company provides a comprehensive portfolio of RISC-V processor cores ranging from entry-level to high-end, including entry-level cores, high-efficiency scalar cores (e.g., A25/N25), vector-enabled cores (e.g., AX45MPV), and out-of-order high-performance cores (e.g., AX65), to address diverse application requirements across AI, automotive, edge computing, IoT, and mobile platforms.
Regional Market Strategy: The Company’s primary markets include Mainland China, the United States, Europe, and Taiwan. The U.S. and European markets focus on high-performance applications (e.g., cloud, data center, and intelligent automotive applications), while the China market has shown increasing adoption of RISC-V driven by domestic substitution policies. The Company actively provides localized technical support and services to meet regional requirements.
Platform and Ecosystem: The Company advances the Copilot toolchain and strengthens the ACE platform to help customers integrate processors into their design flows, reduce adoption barriers, and accelerate time-to-production and time-to-market.
AI Adoption in Development: The Company promotes the use of AI tools to accelerate product development and improve efficiency, thereby reducing labor costs and strengthening the foundation for operating profitability.

Impact due to external competitive environment, regulatory environment and overall business environment:

In 2025, geopolitical, economic, and trade disruptions stemming from U.S. President Donald Trump’s “America First” policy continued to generate volatility in the high-tech capital markets. Across China, Europe, and the United States, many emerging technology companies have faced increasing challenges in raising capital. Meanwhile, AI has remained a key driver of market momentum, and its continued growth has encouraged industries across the board to increase their investments. Amid this trend, Andes will continue to serve as a provider of AI application IP, leveraging AI technologies to drive innovation. Benefiting from the continued growth of AI and maintaining its industry leadership, the Company aims to return to profitability after reporting a loss in 2025 and to establish a new phase of growth.

Last but not least, we would like to deliver our sincere appreciation to all our shareholders for your long-term trust and continuous support for Andes, and wish you all good health and good luck.

Chairman: Jyh-Ming Lin

President: Hong-Men Su

CFO: Han-Chang Chou

Attachment 2 Audit Committee's Review Report

Andes Technology Corporation Audit Committee's Review Report

The Board of Directors has prepared the Company's 2025 business report, financial statements, and the 2025 Deficit Compensation proposal. The CPA firm Ernst & Young was retained to audit Andes' financial statements and has issued an audit report relating to the financial statements. The business report, financial statements, and the 2025 Deficit Compensation proposal have been reviewed by the Audit Committee and no irregularities were found. We hereby report as above according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Please kindly approve.

To Andes Technology Corporation 2026 Annual General Shareholders' Meeting

Andes Technology Corporation

Chairman of the Audit Committee: Chen-Kuo Yang

March 9th, 2026

Attachment 3 2025 Sound Operational Plan Execution Status of the Company

Implementation Status for the Fourth Quarter of 2025
Unit: NT$ thousands

Item	2025 Q4	2025 Q4	Difference	Change (%)
	(Unaudited)	(Forecast)
Operating Revenue	460,886	553,569	(92,683)	-17%
Operating Costs	(234)	(200)	(34)	17%
Gross Profit	460,652	553,369	(92,717)	-17%
Operating Expenses	(519,316)	(507,953)	(11,363)	2%
Net Loss	(58,664)	45,416	(104,080)	-229%
Non-operating Income and Expenses	18,042	7,663	10,379	135%
Net Income (Net Loss) before Tax	(40,622)	53,079	(93,701)	-177%
Income Tax Benefit (Expense)	14,296	(2,000)	16,296	-815%
Net Income (Net Loss) for the Period	(26,326)	51,079	(77,405)	-152%

Operating Revenue and Costs The actual (unaudited) operating revenue for the fourth quarter of 2025 decreased by NT$92,683 thousand compared to the forecast. This was primarily due to adjustments in the chip development schedules of certain customers and a prolonged evaluation process for licensing agreements, which resulted in the deferral of licensing revenue to subsequent quarters. Regarding operating costs, as the Company's business model focuses primarily on IP licensing, operating costs account for a minimal proportion of revenue. The actual cost increased by only NT$34 thousand compared to the forecast, showing no significant variance.

Operating Expenses Operating expenses for the fourth quarter of 2025 increased by $2\%$ compared to the forecast. This was mainly due to the fluctuation of the NTD exchange rate in the fourth quarter, which led to a slight increase in USD-denominated expenses. This indicates that while The Company maintains its R&D momentum for high-end processors, overall expense control remains in compliance with internal budget planning.

Non-operating Income and Expenses Actual non-operating income for the fourth quarter of 2025 increased by NT$10,379 thousand, or 135%, compared to the forecast. This was primarily because most of The Company's licensing agreements are denominated in USD, leading to an increase in foreign exchange gains resulting from NTD exchange rate fluctuations. Furthermore, interest income generated from effective fund management also exceeded expectations.

Income Tax Benefit (Expense) The actual income tax for the fourth quarter of 2025 showed a variance of NT$16,296 thousand compared to the forecast. The original forecast estimated an income tax expense of NT$2,000 thousand based on projected profits. However, due to the deferral of operating revenue, a pre-tax loss was incurred for the period. Consequently, the actual unaudited result was an income tax benefit of NT$14,296 thousand.

Attachment 4 Independent Auditors' Report and Consolidated Financial Statements

REPRESENTATION LETTER

The entities included in the consolidated financial statements as of December 31, 2025 and for the year then ended prepared under the International Financial Reporting Standards, No.10 are the same as the entities to be included in the Combined Financial Statements of the Company, if any to be prepared, pursuant to the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises (referred to as "Combined Financial Statements"). Also, the footnotes disclosed in the consolidated financial statements have fully covered the required information in such Combined Financial Statements. Accordingly, the Company did not prepare any other set of Combined Financial Statements than the consolidated financial statements.

Very truly yours,

Andes Technology Corporation

Chairman: Jyh-Ming Lin

March 9, 2026

Independent Auditors' Report Translated from Chinese

Independent Auditors' Report

To: Andes Technology Corporation

Opinion

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and their consolidated financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the "Norm"), and we have fulfilled our other ethical responsibilities in accordance with the Norm. 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 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, and we do not provide a separate opinion on these matters.

Revenue recognition

Operating revenues recognized by the Group amounted to NT$1,478,187 thousand for the year ended December 31, 2025. The Group provides embedded processor intellectual property (IP), and its revenues are mainly from licensing CPU IP and providing CPU IP maintenance services to clients. Considering that revenues from contracts with customers usually include more than one performance obligations, the Group recognizes revenues when the control of goods and services under each performance obligation has been transferred. However, contract terms may vary and there remains a risk of revenues being recorded in an inappropriate period because the control of the promised goods or services has not been transferred to the buyer. Therefore, we considered this a key audit matter.

Our audit procedures included (but not limited to) assessing the appropriateness of the accounting policy of revenue recognition; evaluating and testing the design and operating effectiveness of internal controls over revenue recognition; selecting samples from the contracts with customers to review significant terms and conditions of contracts, identify separate performance obligations and their transaction prices, and further perform tests of details to verify the correctness of the amount and timing of revenue recognition.

We also assessed the adequacy of disclosures of operating revenues. Please refer to Notes 4 and 6 to the Group's consolidated financial statements.

Intangible assets arising from internally generated development costs

The Group devotes itself to developing and constructing unique system architectures and contributes significant research and development ("R&D") efforts in development of embedded processor IPs and hardware/software developing platforms. Therefore, the Group determined to capitalize the expenditures during development phases of certain R&D projects. Net carrying value of intangible assets (including technologies) that recognized primarily from internally generated development costs was NT$2,614,744 thousand as of December 31,2025, of which NT$1,137,669 thousand was recognized during the year. Both amounts were material to the Group. In order to meet all of the capitalization criteria, the Group's management performed assessments on each individual project based on the internal and external information available, which involved management judgement and assumptions. Therefore, we considered this a key audit matter.

Our audit procedures included (but not limited to) evaluating and testing the design and operating effectiveness of internal controls over the internally generated intangible assets, including assessing whether the Group has established appropriate written accounting policies that address the required conditions and documentations for R&D expenditure capitalization; selecting samples from research and development projects of the year to gather evidence to support the technical feasibility, future economic benefits, the availability of future resources and expenditures needed, the management's intention to complete and the ability to sell the intangible asset; and verifying the accuracy of the expenditures attributable to the intangible asset during its development phase and the amount to be capitalized.

We also assessed the adequacy of disclosures of intangible assets. Please refer to Notes 4, 5 and 6 to the Group's consolidated financial statements.

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 requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China 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 ability to continue as a going concern of the Group, 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 audit committee, are responsible for overseeing the financial reporting process of the Group.

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 internal control of the Group.
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 related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Group. 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 accompanying notes, 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 2025 consolidated financial statements 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.

Others

We have audited and expressed an unqualified opinion on the parent company only financial statements of Andes Technology Corporation as of and for the years ended December 31, 2025 and 2024.

Chiu, Wan-Ju

Hsu, Hsin-Min

Ernst & Young, Taiwan
March 9, 2026

Notice to Readers

The accompanying consolidated financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the R.O.C. and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the R.O.C.

Accordingly, the accompanying consolidated financial statements and report of independent auditors are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the R.O.C., and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

English Translation of Consolidated Financial Statements Originally Issued in Chinese

ANDES TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of December 31, 2025 and 2024

(Amounts in thousands of New Taiwan Dollars)

ASSETS	Notes	December 31, 2025	%	December 31, 2024	%
Current assets
Cash and cash equivalents	4, 6(1)	$ 1,419,588	22.21	$ 2,082,726	39.29
Financial assets measured at amortized cost, current	4, 6(2)	224,100	3.51	-	-
Contract assets, current	4, 6(12), 6(13)	156,612	2.44	348,200	6.57
Trade receivables, net	4, 6(3), 6(13)	305,530	4.78	223,901	4.23
Other receivables		17,691	0.28	30,454	0.57
Inventories	4, 6(4)	4,614	0.07	3,871	0.07
Prepayments		46,680	0.73	77,500	1.46
Total current assets		2,174,815	34.02	2,766,652	52.19
Non-current assets
Financial assets at fair value through profit or loss, non-current	4, 6(8), 6(9)	1,050	0.02	-	-
Property, plant and equipment	4, 6(5)	1,291,025	20.19	130,982	2.47
Right-of-use assets	4, 6(14)	60,558	0.95	85,786	1.62
Intangible assets	4, 6(6)	2,695,185	42.16	1,969,735	37.16
Deferred tax assets	4, 6(18)	54,479	0.85	21,738	0.41
Refundable deposits		9,581	0.15	9,625	0.18
Other noncurrent assets	6(7)	106,350	1.66	316,670	5.97
Total non-current assets		4,218,228	65.98	2,534,536	47.81
Total assets		$ 6,393,043	100.00	$ 5,301,188	100.00

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

Chairman: Jyh-Ming Lin

President: Hong-Meng Su

Chief Financial Officer: Han-Chang Chou

English Translation of Consolidated Financial Statements Originally Issued in Chinese

ANDES TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of December 31, 2025 and 2024

(Amounts in thousands of New Taiwan Dollars)

LIABILITIES AND EQUITY	Notes	December 31, 2025	%	December 31, 2024	%
Current liabilities
Contract liabilities, current	4, 6(12)	$ 193,654	3.03	$ 126,499	2.39
Trade payables		3	-	99	-
Other payables		181,690	2.84	196,146	3.70
Current tax liabilities		73	-	210	-
Lease liabilities, current	4, 6(14)	28,876	0.45	30,030	0.57
Other current liabilities		9,801	0.15	11,954	0.23
Total current liabilities		414,097	6.47	364,938	6.89
Non-current liabilities
Contract liabilities, noncurrent	4, 6(12)	17,347	0.27	16,275	0.31
Bonds payable	4, 6(9)	1,412,026	22.09	-	-
Deferred tax liabilities	4, 6(18)	-	-	40,553	0.76
Lease liabilities, noncurrent	4, 6(14)	34,707	0.55	58,569	1.10
Deposits received		32	-	96	-
Total non-current liabilities		1,464,112	22.91	115,493	2.17
Total liabilities		1,878,209	29.38	480,431	9.06
Equity attributable to owners of the parent
Capital
Common stock	6(11)	506,509	7.92	506,509	9.56
Capital surplus	6(9), 6(11)	4,209,255	65.84	4,096,056	77.27
Retained earnings	6(11)
Legal reserve		60,855	0.95	60,666	1.14
Undistributed earnings		(268,686)	(4.20)	146,762	2.77
Total retained earnings		(207,831)	(3.25)	207,428	3.91
Other equity		6,901	0.11	10,764	0.20
Total equity		4,514,834	70.62	4,820,757	90.94
Total liabilities and equity		$ 6,393,043	100.00	$ 5,301,188	100.00

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

Chairman: Jyh-Ming Lin

President: Hong-Meng Su

Chief Financial Officer: Han-Chang Chou

English Translation of Consolidated Financial Statements Originally Issued in Chinese

ANDES TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2025 and 2024

(Amounts in thousands of New Taiwan Dollars, except for earnings per share)

Description	Notes	2025	%	2024	%
Operating revenues	4, 6(12)	$1,478,187	100.00	$1,381,507	100.00
Operating costs	6(4)	(1,017)	(0.07)	(646)	(0.05)
Gross profit		1,477,170	99.93	1,380,861	99.95
Operating expenses	6(13), 6(14), 6(15), 7
Selling expenses		(399,635)	(27.03)	(384,817)	(27.85)
Administrative expenses		(189,368)	(12.81)	(186,092)	(13.47)
Research and development expenses		(1,284,555)	(86.90)	(1,083,192)	(78.40)
Expected credit losses		(23,453)	(1.59)	(2,839)	(0.21)
Total operating expenses		(1,897,011)	(128.33)	(1,656,940)	(119.93)
Operating loss		(419,841)	(28.40)	(276,079)	(19.98)
Non-operating income and expenses	6(16)
Interest income		35,941	2.43	105,953	7.67
Other income		11,761	0.79	23,983	1.74
Other gains and losses		(92,904)	(6.28)	160,720	11.63
Finance costs		(16,302)	(1.10)	(3,036)	(0.22)
Total non-operating income and expenses		(61,504)	(4.16)	287,620	20.82
Net (loss) income before income tax		(481,345)	(32.56)	11,541	0.84
Income tax gain (expense)	4, 6(18)	66,086	4.47	(9,648)	(0.70)
Net (loss) income		(415,259)	(28.09)	1,893	0.14
Other comprehensive income (loss)	6(17), 6(18)
To be reclassified to profit or loss in subsequent periods
Exchange differences resulting from translating the financial statements of foreign operations		(4,829)	(0.33)	9,923	0.71
Income tax relating to those items to be reclassified to profit or loss		966	0.07	(1,985)	(0.14)
Other comprehensive (loss) income, net of tax		(3,863)	(0.26)	7,938	0.57
Total comprehensive (loss) income		$ (419,122)	(28.35)	$ 9,831	0.71
Net (loss) income attributable to:
Owners of the parent		$ (415,259)		$ 1,893
Total comprehensive (loss) income attributable to:
Owners of the parent		$ (419,122)		$ 9,831
Earnings per share (NTD)	6(19)
Basic Earnings Per Share		$ (8.20)		$ 0.04
Diluted Earnings Per Share		$ (8.20)		$ 0.04

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

Chairman : Jyh-Ming Lin

President: Hong-Meng Su

Chief Financial Officer: Han-Chang Chou

English Translation of Consolidated Financial Statements Originally issued in Chinese

ANDES TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the years ended December 31, 2025 and 2024

(Amounts in thousands of New Taiwan Dollars)

Description	Equity attributable to owners of the parent
	Capital	Capital surplus	Retained earnings		Other equity	Total equity
	Common stock		Legal reserve	Undistributed earnings	Exchange differences resulting from translating the financial statements of foreign operations
Balance as of January 1, 2024	$ 508,509	$ 4,096,056	$ 60,666	$ 144,869	$ 2,626	$ 4,810,926
Net income for the year ended December 31, 2024	-	-	-	1,893	-	1,893
Other comprehensive income for the year ended December 31, 2024	-	-	-	-	7,938	7,938
Total comprehensive income	-	-	-	1,693	7,938	9,831
Balance as of December 31, 2024	508,509	4,096,056	60,666	146,762	10,764	4,820,757
Appropriation and distribution of 2024 earnings:
Legal reserve	-	-	189	(189)	-	-
Due to recognition of equity component of convertible bonds issued	-	113,199	-	-	-	113,199
Net loss for the year ended December 31, 2025	-	-	-	(415,259)	-	(415,259)
Other comprehensive loss for the year ended December 31, 2025	-	-	-	-	(3,863)	(3,863)
Total comprehensive loss	-	-	-	(415,259)	(3,863)	(419,122)
Balance as of December 31, 2025	$ 508,509	$ 4,209,255	$ 60,855	$ (268,699)	$ 6,901	$ 4,514,834

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

Chairman: Jyh-Ming Lin

President: Hong-Meng Su

Chief Financial Officer: Han-Chang Chou

English Translation of Consolidated Financial Statements Originally Issued in Chinese

ANDES TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended December 31, 2025 and 2024

(Amounts in thousands of New Taiwan Dollars)

Description	2025	2024
Cash flows from operating activities:
Net (loss) income before income tax	$ (481,345)	$ 11,541
Adjustments for:
The profit or loss items which did not affect cash flows:
Depreciation	81,899	71,469
Amortization	520,980	397,134
Net loss on financial assets at fair value through profit or loss	1,800	-
Expected credit losses	23,453	2,839
Interest expense	16,302	3,036
Interest income	(35,941)	(105,953)
Changes in operating assets and liabilities:
Contract assets	191,588	(120,819)
Trade receivables	(105,857)	(27,145)
Other receivables	188	(131)
Inventories	(743)	(1,723)
Prepayments	30,820	79,486
Other noncurrent assets	(19,579)	107
Contract liabilities	68,227	59,315
Trade payables	(96)	99
Other payables	(21,758)	(80,741)
Other current liabilities	(2,153)	(10,729)
Cash generated from operating activities	267,785	277,785
Interest received	40,822	129,617
Income tax refunded (paid)	1,315	(35,231)
Net cash provided by operating activities	309,922	372,171
Cash flows from investing activities:
Acquisition of financial assets measured at amortized cost	(224,100)	-
Proceeds from disposal of financial assets measured at amortized cost	-	1,078,265
Acquisition of property, plant and equipment	(16,016)	(4,447)
Increase in refundable deposits	(34)	(305)
Decrease in refundable deposits	28	-
Acquisition of intangible assets	(1,241,818)	(1,152,904)
Increase in other noncurrent assets	(963,637)	(73,925)
Net cash used in investing activities	(2,445,577)	(153,316)
Cash flows from financing activities:
Proceeds from issuing bonds	1,515,000	-
Increase in deposits received	-	96
Decrease in deposits received	(64)	-
Cash payments for the principal portion of the lease liabilities	(34,653)	(32,535)
Interest paid	(6,237)	(3,036)
Net cash provided by (used in) financing activities	1,474,046	(35,475)
Effect of changes in exchange rate on cash and cash equivalents	(1,529)	9,521
Net (decrease) increase in cash and cash equivalents	(663,138)	192,901
Cash and cash equivalents at the beginning of the year	2,082,726	1,889,825
Cash and cash equivalents at the end of the year	$ 1,419,588	$ 2,082,726

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

Chairman: Jyh-Ming Lin

President: Hong-Meng Su

Chief Financial Officer: Han-Chang Chou

Attachment 5 Independent Auditors' Report and Unconsolidated Financial Statements

Independent Auditors' Report Translated from Chinese

Independent Auditors' Report

To: Andes Technology Corporation

Opinion

We have audited the accompanying parent company only balance sheets of Andes Technology Corporation (the “Company”) as of December 31, 2025 and 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 2024, and notes to the parent company only financial statements, including the summary of material accounting policies (collectively “the parent company only financial statements”).

In our opinion, the parent company only financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and financial performance and cash flows for the years ended December 31, 2025 and 2024, in conformity with the requirements of 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 the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the 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 (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. 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 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, and we do not provide a separate opinion on these matters.

Revenue recognition

Operation revenues recognized by the Company amounted to NT$1,147,881 thousand for the year ended December 31, 2025. The Company provides embedded processor intellectual property (IP), and its revenues are mainly from licensing CPU IP and providing CPU IP maintenance services to clients. Considering that revenues from contracts with customers usually include more than one performance obligations, the Company recognizes revenues when the control of goods and services under each performance obligation has been transferred. However, contract terms may vary and there remains a risk of revenues being recorded in an inappropriate period because the control of the promised goods or services has not been transferred to the buyer. Therefore, we considered this a key audit matter.

We also assessed the adequacy of disclosures of operating revenues. Please refer to Notes 4 and 6 to the parent company only financial statements.

Intangible assets arising from internally generated development costs

The Company devotes itself to developing and constructing unique system architectures and contributes significant research and development ("R&D") efforts in development of embedded processor IPs and hardware/software developing platforms. Therefore, the Company determined to capitalize the expenditures during development phases of certain R&D projects. Net carrying value of intangible assets (including technologies) that recognized primarily from internally generated development costs was NT$2,614,744 thousand as of December 31,2025, of which NT$1,137,669 thousand was recognized during the year. Both amounts were material to the Company. In order to meet all of the capitalization criteria, the Company's management performed assessments on each individual project based on the internal and external information available, which involved management judgement and assumptions. Therefore, we considered this a key audit matter.

Our audit procedures included (but not limited to) evaluating and testing the design and operating effectiveness of internal controls over the internally generated intangible assets, including assessing whether the Company has established appropriate written accounting policies that address the required conditions and documentations for R&D expenditure capitalization; selecting samples from research and development projects of the year to gather evidence to support the technical feasibility, future economic benefits, the availability of future resources and expenditures needed, the management's intention to complete and the ability to sell the intangible asset; and verifying the accuracy of the expenditures attributable to the intangible asset during its development phase and the amount to be capitalized.

We also assessed the adequacy of disclosures of intangible assets. Please refer to Notes 4, 5 and 6 to the parent company only financial statements.

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 requirements of 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 responsible for assessing the ability to continue as a going concern of the Company, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

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 internal control of the Company.
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 related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. 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 accompanying notes, 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 2025 parent company only financial statements 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.

Chiu, Wan-Ju

Hsu, Hsin-Min

Ernst & Young, Taiwan
March 9, 2026

Notice to Readers

The accompanying parent company only financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the R.O.C. and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the R.O.C.

Accordingly, the accompanying parent company only financial statements and report of independent auditors are not intended for use by those who are not informed about the accounting principles or Standards on Auditing of the R.O.C., and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

English Translation of Financial Statements Originally Issued in Chinese

ANDES TECHNOLOGY CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS

As of December 31, 2025 and 2024

(Amounts in thousands of New Taiwan Dollars)

ASSETS	Notes	December 31, 2025	%	December 31, 2024	%
Current assets
Cash and cash equivalents	4, 6(1)	$ 1,059,522	17.13	$ 1,822,411	35.52
Financial assets measured at amortized cost, current	4, 6(2)	224,100	3.62	-	-
Contract assets, current	4, 6(13), 6(14), 7	134,487	2.18	197,969	3.86
Trade receivables, net	4, 6(3), 6(14)	103,690	1.68	50,447	0.98
Trade receivables-related parties, net	4, 6(3), 6(14), 7	226,368	3.66	218,704	4.26
Other receivables		17,460	0.28	30,265	0.59
Inventories	4, 6(4)	4,614	0.08	3,871	0.08
Prepayments	7	68,951	1.11	112,363	2.19
Total current assets		1,839,392	29.74	2,436,030	47.48
Non-current assets
Financial assets at fair value through profit or loss, non-current	4, 6(9)	1,050	0.02	-	-
Investments accounted for using the equity method	4, 6(5)	196,662	3.18	212,288	4.14
Property, plant and equipment	4, 6(6)	1,280,979	20.71	119,799	2.34
Right-of-use assets	4, 6(15)	45,739	0.74	68,923	1.34
Intangible assets	4, 6(7)	2,695,185	43.58	1,969,735	38.39
Deferred tax assets	4, 6(19)	54,479	0.88	21,738	0.42
Refundable deposits		7,143	0.11	7,170	0.14
Other noncurrent assets	6(8)	64,031	1.04	294,963	5.75
Total non-current assets		4,345,268	70.26	2,694,616	52.52
Total assets		$ 6,184,660	100.00	$ 5,130,646	100.00

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

Chairman: Jyh-Ming Lin

President: Hong-Meng Su

Chief Financial Officer: Han-Chang Chou

English Translation of Financial Statements Originally Issued in Chinese

ANDES TECHNOLOGY CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS

As of December 31, 2025 and 2024

(Amounts in thousands of New Taiwan Dollars)

LIABILITIES AND EQUITY	Notes	December 31, 2025	%	December 31, 2024	%
Current liabilities
Contract liabilities, current	4, 6(13), 7	$ 98,483	1.59	$ 78,720	1.53
Trade payables		3	-	99	-
Other payables	7	88,436	1.43	94,607	1.84
Lease liabilities, current	4, 6(15)	18,875	0.31	21,451	0.42
Other current liabilities		9,801	0.16	9,987	0.20
Total current liabilities		215,598	3.49	204,864	3.99
Non-current liabilities
Contract liabilities, noncurrent	4, 6(13), 7	13,596	0.22	14,899	0.29
Bonds Payable	4, 6(10)	1,412,026	22.83	-	-
Deferred tax liabilities	4, 6(19)	-	-	40,553	0.79
Lease liabilities, noncurrent	4, 6(15)	28,574	0.46	49,477	0.97
Deposits received		32	-	96	-
Total non-current liabilities		1,454,228	23.51	105,025	2.05
Total liabilities		1,669,826	27.00	309,889	6.04
Equity attributable to owners of the parent
Capital
Common stock	6(12)	506,509	8.19	506,509	9.87
Capital surplus	6(10), 6(12)	4,209,255	68.06	4,096,056	79.84
Retained earnings	6(12)
Legal reserve		60,855	0.98	60,666	1.18
Undistributed earnings		(268,686)	(4.34)	146,762	2.86
Total retained earnings		(207,831)	(3.36)	207,428	4.04
Other equity		6,901	0.11	10,764	0.21
Total equity		4,514,834	73.00	4,820,757	93.96
Total liabilities and equity		$ 6,184,660	100.00	$ 5,130,646	100.00

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

Chairman: Jyh-Ming Lin

President: Hong-Meng Su

Chief Financial Officer: Han-Chang Chou

English Translation of Financial Statements Originally Issued in Chinese

ANDES TECHNOLOGY CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2025 and 2024

(Amounts in thousands of New Taiwan Dollars, except for earnings per share)

Description	Notes	2025	%	2024	%
Operating revenues	4, 6(13), 7	$1,147,881	100.00	$1,087,784	100.00
Operating costs	6(4)	(1,017)	(0.09)	(646)	(0.06)
Gross profit		1,146,864	99.91	1,087,138	99.94
Operating expenses	6(7),6(14), 6(15), 6(16), 7
Selling expenses		(169,811)	(14.79)	(164,995)	(15.16)
Administrative expenses		(141,828)	(12.35)	(137,356)	(12.63)
Research and development expenses		(1,249,474)	(108.85)	(1,090,555)	(100.26)
Expected credit losses		(302)	(0.03)	(7,394)	(0.68)
Total operating expenses		(1,561,415)	(136.02)	(1,400,300)	(128.73)
Operating loss		(414,551)	(36.11)	(313,162)	(28.79)
Non-operating income and expenses	6(17)
Interest income		29,559	2.58	97,150	8.93
Other income		10,863	0.95	16,050	1.47
Other gains and losses		(83,899)	(7.31)	163,702	15.05
Finance costs		(15,435)	(1.35)	(2,105)	(0.19)
Share of profit or loss of subsidiaries, associates, and joint ventures accounted for using the equity method		(10,797)	(0.94)	46,728	4.29
Total non-operating income and expenses		(69,709)	(6.07)	321,525	29.55
Net (loss) income before income tax		(484,260)	(42.18)	8,363	0.76
Income tax benefit (expense)	4, 6(19)	69,001	6.01	(6,470)	(0.59)
Net (loss) income		(415,259)	(36.17)	1,893	0.17
Other comprehensive income (loss)	6(19), 6(19)
To be reclassified to profit or loss in subsequent periods
Exchange differences resulting from translating the financial statements of foreign operations		(4,829)	(0.42)	9,923	0.91
Income tax relating to those items to be reclassified to profit or loss		966	0.08	(1,985)	(0.18)
Other comprehensive (loss) income, net of tax		(3,863)	(0.34)	7,938	0.73
Total comprehensive (loss) income		$ (419,122)	(36.51)	$ 9,831	0.90
Earnings per share (NTD)	6(20)
Basic Earnings Per Share		$ (8.20)		$ 0.04
Diluted Earnings Per Share		$ (8.20)		$ 0.04

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

Chairman: Jyh-Ming Lin

President: Hong-Meng Su

Chief Financial Officer: Han-Chang Chau

English Translation of Financial Statements Originally Issued in Chinese

ANDES TECHNOLOGY CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

For the years ended December 31, 2025 and 2024

(Amounts in thousands of New Taiwan Dollars)

Description	Capital	Capital surplus	Retained earnings		Other equity	Total equity
	Common stock		Legal reserve	Undistributed earnings	Exchange differences resulting from translating the financial statements of foreign operations
Balance as of January 1, 2024	$ 508,509	$ 4,096,056	$ 60,666	$ 144,869	$ 2,826	$ 4,810,926
Net income for the year ended December 31, 2024	-	-	-	1,893	-	1,893
Other comprehensive income for the year ended December 31, 2024	-	-	-	-	7,938	7,938
Total comprehensive income	-	-	-	1,893	7,938	9,831
Balance as of December 31, 2024	508,509	4,096,056	60,666	146,762	10,764	4,820,757
Appropriation and distribution of 2024 earnings :
Legal reserve	-	-	189	(189)	-	-
Due to recognition of equity component of convertible bonds issued	-	113,199	-	-	-	113,199
Net loss for the year ended December 31, 2025	-	-	-	(415,259)	-	(415,259)
Other comprehensive loss for the year ended December 31, 2025	-	-	-	-	(3,863)	(3,863)
Total comprehensive loss	-	-	-	(415,259)	(3,863)	(419,122)
Balance as of December 31, 2025	$ 508,509	$ 4,209,255	$ 60,655	$ (269,686)	$ 6,901	$ 4,514,834

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

Chairman: Jyh-Ming Lin

President: Hong-Meng Su

Chief Financial Officer: Han-Chang Chou

English Translation of Financial Statements Originally Issued in Chinese

ANDES TECHNOLOGY CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

For the years ended December 31, 2025 and 2024

(Amounts in thousands of New Taiwan Dollars)

Description	2025	2024
Cash flows from operating activities:
Net (loss) income before income tax	$ (484,260)	$ 8,363
Adjustments for:
The profit or loss items which did not affect cash flows:
Depreciation	68,872	58,549
Amortization	520,980	397,134
Expected credit losses	302	7,394
Net loss on financial assets at fair value through profit or loss	1,800	-
Interest expense	15,435	2,105
Interest income	(29,559)	(97,150)
Share of profit of subsidiaries, associates, and joint ventures accounted for using the equity method	10,797	(46,728)
Changes in operating assets and liabilities:
Contract assets	63,482	19,295
Trade receivables	(53,744)	(9,026)
Trade receivables - related parties	(7,664)	(69,871)
Other receivables	(1)	-
Inventories	(743)	(1,723)
Prepayments	43,412	7,756
Other noncurrent assets	1,929	143
Contract liabilities	18,460	40,207
Trade payables	(96)	99
Other payables	(13,473)	(56,267)
Other current liabilities	(186)	(133)
Cash generated from operating activities	155,743	260,147
Interest received	34,440	120,814
Dividend received	-	41,835
Income tax paid	4,597	(10,382)
Net cash provided by operating activities	194,780	412,414
Cash flows from investing activities:
Acquisition of financial assets measured at amortized cost	(224,100)	-
Proceeds from disposal of financial assets measured at amortized cost	-	1,078,265
Acquisition of investments accounted for using the equity method	-	(15,157)
Acquisition of property, plant and equipment	(13,332)	(2,320)
Increase in refundable deposits	(1)	(137)
Decrease in refundable deposits	28	37
Acquisition of intangible assets	(1,241,818)	(1,152,904)
Increase in other noncurrent assets	(964,533)	(73,925)
Net cash used in investing activities	(2,443,756)	(166,141)
Cash flows from financing activities:
Proceeds from issuing bonds	1,515,000	-
Increase in deposits received	-	96
Decrease in deposits received	(64)	-
Cash payments for the principal portion of the lease liabilities	(23,479)	(22,863)
Interest paid	(5,370)	(2,105)
Net cash provided by (used in) financing activities	1,486,087	(24,872)
Net (decrease) increase in cash and cash equivalents	(762,889)	221,401
Cash and cash equivalents at the beginning of the year	1,822,411	1,601,010
Cash and cash equivalents at the end of the year	$ 1,059,522	$ 1,622,411

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

Chairman: Jyh-Ming Lin

President: Hong-Meng Su

Chief Financial Officer: Han-Chang Chou

Attachment 6 Comparison Table Illustrating the Original and Amended Text of the "Article of Incorporation"

Comparison Table Illustrating the Original and Amended Text of the "Article of Incorporation"

Amended version	Original version	Explanation
Article 16
The Company shall have at least five but no more than nine directors with the actual number to be determined by the Board. The term of office for directors shall be three years. The directors shall be elected from among the nominees listed in the roster of director candidates pursuant to the candidates nomination system, and be elected at the shareholders' meeting by the shareholders from any person with legal capacity in accordance with the Company Act. All of the directors are eligible for re-election.

The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially as directors according to their respective numbers of votes.

To conform to the Securities and Exchange Act, the Company shall have, among the aforementioned directors, at least three independent directors, and the number of independent directors shall be no less than one-third of the total number of the directors. The independent directors shall be elected from among the nominees listed in the roster of director candidates pursuant to the candidates' nomination system. The relevant professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination, method of election, and other matters for compliance with respect to Independent Directors shall be governed by the relevant provisions of the Company Act and Securities and Exchange Act. | Article 16
The Company shall have at least five but no more than nine directors with the actual number to be determined by the Board. The term of office for directors shall be three years. The directors shall be elected from among the nominees listed in the roster of director candidates pursuant to the candidates nomination system, and be elected at the shareholders' meeting by the shareholders from any person with legal capacity in accordance with the Company Act. All of the directors are eligible for re-election.

To conform to the Securities and Exchange Act, the Company shall have, among the aforementioned directors, at least three independent directors, and the number of independent directors shall be no less than one-fifth of the total number of the directors. The independent directors shall be elected from among the nominees listed in the roster of director candidates pursuant to the candidates' nomination system. The relevant professional qualifications, restrictions on shareholdings and concurrent positions held, assessment of independence, method of nomination, method of election, and other matters for compliance with respect to Independent Directors shall be governed by the relevant provisions of the Company Act and Securities and Exchange Act. | In compliance with the Financial Supervisory Commission's (FSC) policy to strengthen corporate governance, which mandates that independent directors must constitute no less than one-third of the board seats for all listed companies starting from 2027, the Company hereby amends the required proportion of independent directors. |

Amended version	Original version	Explanation
Article 23-1
The Company may distribute surplus earning or offset losses at the close of each half fiscal year. The Board of Directors shall prepare the relevant proposals, which shall be reported to the shareholders' meeting or submitted to the shareholders' meeting for resolution in accordance with the procedures and principles set forth in the laws and these Articles of Incorporation.

If there is any profit in an annual general financial statement of the Company, such profit shall be distributed in the following orders:
1. Reserve for tax payments.
2. Offset accumulated losses in previous years, if any.
3. Legal reserve, which is 10% of leftover profits. However, this restriction does not apply in the event that the amount of the accumulated legal reserve equals or exceeds the Company's total capital stock.
4. Allocation or reverse of special reserves as required by law or government authorities.
5. The remaining net profits and the retained earnings from previous years will be allocated as shareholders' dividend. The Board of Directors will prepare a distribution proposal. If the distribution proposal in form of new shares to be issued by the company should submit the same to the shareholders' meeting for review and approval by a resolution; If such surplus earning is distributed in the form of cash, it shall be approved by a meeting of the board of directors.

The Company pursuant to the provisions of Paragraph Five, Article 240 hereof, authorizes the distributable dividends and bonuses in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors. Or the company pursuant to the provisions of Paragraph One, Article 241 hereof, may distribute its legal reserve and the following capital reserve, in whole or in part, by cash; and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting.

The policy of dividend distribution should reflect factors such as sustainable development, stable growth, the interest of the shareholders, and healthy financial structure as the goal. The board of directors shall make the distribution proposal according to funding needs. The dividends to shareholders shall be distributed at no lower than 2% of distributable earnings. If the Company decides to issue dividends, cash dividends shall not be lower than 10% of the total dividends. | Article 23-1
If there is any profit in an annual general financial statement of the Company, such profit shall be distributed in the following orders:
1. Reserve for tax payments.
2. Offset accumulated losses in previous years, if any.
3. Legal reserve, which is 10% of leftover profits. However, this restriction does not apply in the event that the amount of the accumulated legal reserve equals or exceeds the Company's total capital stock.
4. Allocation or reverse of special reserves as required by law or government authorities.
5. The remaining net profits and the retained earnings from previous years will be allocated as shareholders' dividend. The Board of Directors will prepare a distribution proposal. If the distribution proposal in form of new shares to be issued by the company should submit the same to the shareholders' meeting for review and approval by a resolution; If such surplus earning is distributed in the form of cash, it shall be approved by a meeting of the board of directors.

Amended version	Original version	Explanation

Article 25
These Articles of Incorporation were enacted on February 21, 2005. The first amendment was made on March 30, 2005, the second amendment was made on October 7, 2005, the third amendment was made on January 18, 2006, the fourth amendment was made on April 24, 2007, the fifth amendment was made on June 21, 2012, the sixth amendment was made on October 28, 2014, the seventh amendment was made on June 17, 2016, the eighth amendment was made on June 18, 2019, the ninth amendment was made on October 2, 2019, the tenth amendment was made on May 31, 2023, the eleventh amendment was made on May 29, 2025, and the twelfth amendment was made on May 28, 2026.	Article 25
These Articles of Incorporation were enacted on February 21, 2005. The first amendment was made on March 30, 2005, the second amendment was made on October 7, 2005, the third amendment was made on January 18, 2006, the fourth amendment was made on April 24, 2007, the fifth amendment was made on June 21, 2012, the sixth amendment was made on October 28, 2014, the seventh amendment was made on June 17, 2016, the eighth amendment was made on June 18, 2019, the ninth amendment was made on October 2, 2019, the tenth amendment was made on May 31, 2023, and the eleventh amendment was made on May 29, 2025.	Add the date of this revision.

Attachment 7 Description of the Long-Term Fundraising Plan

Description of the Long-Term Fundraising Plan

Fundraising Purpose and Amount: For various purposes such as reinvestment, investment in advanced technology products including software, equipment, and related technology, enhancing operational funds, constructing facilities, repaying bank loans, and/or supporting other long-term funding needs of the company. It is proposed to seek authorization from the Annual Meeting of Shareholders to empower the board of directors, depending on market conditions and the company's funding needs, to issue ordinary shares not exceeding 10 million common shares. The timing and fundraising instruments will be chosen appropriately, either individually or in combination, to conduct the issuance of global depositary receipts ("GDRs") through the issuance of common shares by capital increase and/or domestic cash capital increases by issuing common shares, and/or issuing overseas or domestic convertible corporate bonds to raise long-term funds.
Fundraising and Implementation Principles:

i. Principles for issuing GDRs through the issuance of new ordinary shares by capital increase:

A. The determination of the issuance price for cash capital increases by issuing common shares for participation in the issuance of global depositary receipts ("GDRs") shall be based on the regulations of the Securities and Futures Institute of the ROC Securities Dealers Association. The price shall not be lower than (a) the closing price of the company's ordinary shares on the domestic centralized trading market on the pricing date, or (b) 80% of the simple average of the closing prices of ordinary shares calculated from the previous one, three, or five business days excluding stock rights (or reduction of rights) and average prices after ex-dividend. If the actual issuance price is lower than 90%, GDRs holders cannot request redemption within three months after issuance. The underwriter shall assist the company in specifying the issuance plan and deposit agreement accordingly. In the event of changes in domestic regulations, adjustments to the pricing method may be made. The actual issuance price, within the aforementioned range, shall be determined by the Chairman based on international practices, considering international capital markets, domestic market prices, and aggregated subscription conditions, to enhance acceptance among overseas investors.

B. The determination of the issuance price for GDRs shall be based on the fair trading price of ordinary shares formed in the domestic centralized trading market. Original shareholders who did not participate in the issuance may purchase common shares in the domestic stock market to maintain their equity ratio, at a price close to the issuance price of GDRs. The maximum dilution rate of shareholders' equity calculated based on the issuance of new shares for participation in the issuance of overseas depositary receipts, with an upper limit of 10 million shares issued, will not have a significant impact on shareholders' equity.

ii. Principles for issuing of common shares for cash capital increase:

A. If Book Building method is adopted:

a. Except as provided in Article 267 of the Company Act, which reserves 10% to 15% of the total issuance of shares for subscription by employees of the Company and those reserved for employees of subsidiary companies as stipulated in the Company's Articles. For the remaining 85% to 90% of shares, it is proposed, according to Article 28-1 of "Securities and Exchange Act", that the original shareholders waive their pre-emptive rights to their respective shareholding in the Annual Meeting of Shareholders and conduct a public offering through Book Building. In case the employees waive their rights to subscribe, or any shares remain unsubscribed, it is further proposed to authorize the Chairman of the Board of Directors (the "Chairman") to allow the remaining shares for subscription by a designated person(s) at the issue price.

b. Pursuant to Article 7 of "Disciplinary Rules for Securities Underwriters Assisting Issuing Company in the Offering and Issuance of Securities" ("Disciplinary Rules"), the issuance price of the new ordinary shares may not be lower than 90% of the simple arithmetic average of the closing prices of the Company's ordinary shares on Taiwan Stock Exchange for either one, three, or five business days prior to the filing date with the Financial Supervisory Commission ("FSC"), the registration date of book building agreement, or the registration date of underwriting contract with Taiwan Securities Association after adjustment for any distribution of share dividend (or capital reduction) or cash dividend. It is proposed to authorize the Chairman or his designated person to coordinate with the lead underwriter to determine the

actual issuance price based on the aforementioned price range, the status of book building, the conditions of the market where the securities are issued, and relevant regulations.

B. If Public Subscription method is adopted:

a. Except as provided in Article 267 of the Company Act, which reserves 10% to 15% of the total issuance of shares for subscription by employees of the Company and those reserved for employees of subsidiary companies as stipulated in the Company's Articles, an additional 10% of the total issuance of new shares shall be allocated for public underwriting in accordance with Article 28-1 of the Securities and Exchange Act. The remaining 75% to 80% shall be subscribed by original shareholders based on their shareholding ratio as recorded in the shareholders' register on the record date. Fractional shares resulting from subscriptions of less than one share shall be consolidated by shareholders themselves within five days from the date of suspension of transfer. Original shareholders and employees may relinquish their subscription rights or consolidate fractional shares of less than one share. The Chairman is authorized to negotiate with specific individuals for subscription at the issuance price.

b. Pursuant to Article 7 of "Disciplinary Rules for Securities Underwriters Assisting Issuing Company in the Offering and Issuance of Securities" ("Disciplinary Rules"), the issuance price of the new ordinary shares may not be lower than 70% of the simple arithmetic average of the closing prices of the Company's ordinary shares on Taiwan Stock Exchange for either one, three, or five business days prior to the filing date with the Financial Supervisory Commission ("FSC"), the registration date of book building agreement, or the registration date of underwriting contract with Taiwan Securities Association after adjustment for any distribution of share dividend (or capital reduction) or cash dividend. It is proposed to authorize the Chairman or his designated person to coordinate with the lead underwriter to determine the actual issuance price based on the price range, the status of book building, the conditions of the market where the securities are issued, and relevant regulations.

iii. Principles for issuing of European Convertible Bond ("ECB") or Convertible Bond ("CB"):

A. When issuing a European Convertible Bond ("ECB") or Convertible Bond ("CB"), the number of common shares convertible by the convertible bonds shall be calculated based on the conversion price at the time of issuance within the range of 10 million shares.

B. Regarding the significant details of this issuance of ECB or CB, including the actual issuance price, face value, issuance conditions, total issuance amount, project plan, progress of fund utilization, expected benefits, issuance and conversion methods of overseas or domestic unsecured convertible bonds, conversion price, listing location, and all other matters related to this issuance, it is proposed to authorize the Chairman to jointly determine with the lead underwriter based on market conditions. After approval by the competent securities authority, the issuance will take place. In the future, if there is a need to amend due to regulatory requirements from the competent authority, operational assessment, or changes in market conditions or objective environmental needs, it is proposed to authorize the Chairman to handle it on behalf of the Company according to market conditions and actual needs.

Attachment 8 list of candidates for the 8th term Independent Director by-election

Andes Technology Corporation
List of Independent Director Candidates

Position	Candidates	Education Recognitions	Previous Positions
Independent Director	Shyu, Huei-Yi	Juris Doctor (J.D.), Santa Clara University School of Law, USA	Dean, College of Law, National Taipei University
Chair, Department of Law, National Taipei University
Attorney-at-Law, State Bar of California, USA	Adjunct Professor, College of Law, National Taipei University

Appendix

Appendix 1 Andes Rules and Procedures of Shareholders' Meeting

Andes Technology Corporation

Rules and Procedures of Shareholders' Meeting

The Procedures were passed in the Annual Shareholders' Meeting dated June 18, 2020.

Article 1 Unless otherwise provided for in applicable laws and regulation or this Company's Articles of Incorporation, the Company's Shareholders' Meeting Rules and Procedures shall comply with the following articles.

Article 2 Convening shareholders meetings and shareholders meeting notices

Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the board of directors.
A notice to convene a regular meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date. A notice to convene a special meeting of shareholders shall be given to each shareholder no later than 15 days prior to the scheduled meeting date.
The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) within the specified period of time. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.
The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors, amendments to the articles of incorporation, capital reduction, application for the withdrawal of an IPO, permit on Directors for participation in competitive business, capitalization of profits, capital surplus transferred to capital, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be specified and elaborated set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion. Major contents of the meeting shall be posted on website of the agency in charge of securities or website as appointed by the Corporation. The URL of such a website shall be listed on the notice of meeting.
The cause(s) of subject(s) of the shareholders' meeting has stated the full re-election of directors and the date of appointment, the same meeting may not change its appointment date by extemporary motion or other means after the re-election of the shareholders' meeting is completed.
A shareholder who holds 1 percent or more of the total number of issued shares

may submit to the company a written proposal for discussion at a regular shareholders meeting. Such proposals however are limited to one item only, and who propose more than one item, will not be included in the meeting agenda. Unless there are reasonable grounds subject to requirements of laws and regulations, a shareholder's proposal proposed for urging the company to promote public interests or fulfill its social responsibilities may still be included in the list of proposals to be discussed at a regular meeting of shareholders by the board of direct. In addition, when the circumstances of any section about Article 172-1, paragraph 4 of the Company Act proposed by a shareholder, the board of director may exclude it from the agenda.

Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 3 The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

Article 4 To appoint a proxy to attend a shareholders' meeting and authorization.

For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5 Preparation of documents such as the attendance book

The company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.
The time during which shareholder attendance registrations shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.

Shareholders and their proxies shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
The company shall furnish the attending Shareholders and their proxies (collectively, "shareholders") with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
The company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

Article 6 The chair and non-voting participants of a shareholders meeting

If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the directors to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.
When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.
It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 7 The shareholders meeting attendance calculation and conference.

Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.
The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the

attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

Article 8 Discussion of proposals

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors, the related agenda (including extemporary motions and ordinary resolutions), shall be resolved by voting each. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote within sufficient voting period.

Article 9 Shareholder speech

Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to

attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.

After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Article 10 Calculation of voting shares and recusal system

Voting at a shareholders meeting shall be calculated based on the number of shares.
With respect to resolutions of shareholders meeting, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 11 Voting, ballot examination and ballot count.

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act. The company shall be classified the electronic means as one of the methods for shareholders to exercise their voting rights.
When the Company holds a shareholders meeting, it should exercise voting rights by electronic means, and may allow the shareholders to exercise voting rights by correspondence means. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.
A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before 2 days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised

by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
A proposal is deemed to have passed when no attending shareholders gave a dissent after being inquired by the chair, and the effect thereof is the same as a vote; if there are dissents, a vote in the preceding paragraph shall be adopted.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.
Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.
The election of Directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company.

Article 12 Meeting minutes and acknowledgments

Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the existence of the company.
If shareholders do raise any objection, the resolution must specify the voting method adopted and the number and percentage of rights voted in favor.

Article 13 The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 14 Public disclosure

On the day of a shareholders' meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies

and shall make an express disclosure of the same at the place of the shareholders meeting.

If matters put to a resolution at a shareholders' meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 15 Maintaining order at the meeting venue

Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor.".
At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 16 Recess and resumption of shareholders meeting

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.
A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.

Article 17 These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.

Appendix 2 Andes Articles of Incorporation (Before Amendment)

Andes Technology Corporation
Article of Incorporation
(Translation)

Section I – General Provisions

Article 1

The Company shall be incorporated as a company limited by shares under the Company Act of the Republic of China, and its name shall be Andes Technology Corporation. (In the English language)

Article 2

The scope of business of the Corporation shall be as follows:

CC01080: Electronic parts and components manufacture.
I501010: Product design.
F401010: International trade business.
I301010: Information & software services.
I301020: Data processing services.
F601010: Intellectual property.
Research, design, development, manufacture, and selling of the following products:

I. RISC CPU for Embedded Processor SoC
i. Generic platform
ii. Network platform
iii. Multimedia platform

II. Integrated circuits (ICs)
i. Platform SoC including Andes CPU
ii. Other integrated circuits supporting Platform SoC

Article 3

The Company is headquartered in the Hsinchu Science Park in Taiwan, and shall be free, upon approval of the Board of Directors and government authorities in charge, to set up representative or branch offices at various locations within or outside the territory of the Republic of China, whenever the Company deems it necessary.

Article 4

Public announcements of the Company shall be made in accordance with Article 28 of the Company Act.

Article 4-1

The Company may invest to other companies based on business requirements and may invest to the resolution of the Board of Directors based on actual requirements. When the Company becomes a shareholder of limited liability of another company, the total amount of the company's investment will not be subject to the restriction of not more than 40% of the Company's paid-in capital as provided in Article 13 of the Company Act.

Article 4-2

The Company may provide endorsement and guarantee to other companies. The process shall be handled in accordance with the Company's Operating Procedures of Endorsement/Guarantee. Unless otherwise under any of the circumstances in Article 15 of the Company Act, the capital of a company shall not be lend to any shareholder of the company or any other person.

Section II – Capital Stock

Article 5

The total capital amount of the Company shall be in the amount of 1 billion New Taiwan Dollars (NT$1,000,000,000), divided into 100 million (100,000,000 shares at NT$10 par value each share, and may be issued in installments subject to the resolution of the Board of Directors. Within the aforementioned capital, NT$100,000,000 will be reserved for issuing stock options, and may be issued in installments in accordance with the resolution of the Board of Directors.

The company may issue stock options that are not subject to the exercise price restriction set out in Article 53 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers. The Company is required to obtain the consent of at least two-thirds of the voting rights represented at a shareholders meeting. The Company is allowed to register multiple issues over a period of one year from the date of the shareholders’ resolution.

Where the Company proposes to transfer any treasury shares purchased in accordance with the laws, the transferees shall include the employees of subordinate companies that meet certain qualification(s) determined by the Board of Directors.

Where the Company issues any employee stock options, the employees who are qualified to subscribe to such employee stock options shall include employees of subordinate companies that meet certain qualification(s) determined by the Board of Directors.

Where the Company issues any new shares, the employees who are qualified to subscribe to such shares shall include employees of subordinate companies that meet certain qualification(s) determined by the Board of Directors.

Where the Company issues any employee restricted shares, the employees who are qualified to subscribe to such shares shall include employees of subordinate companies that meet certain qualification(s) determined by the Board of Directors.

Article 6

The share certificates of the Company shall all be name-bearing share certificates. The Company may be exempted from printing share certificates if the shares are registered with a domestic securities depository enterprise.

Article 7

Registration for transfer of shares shall be suspended 60 days immediately before the date of annual general shareholders’ meeting, and 30 days immediately before the date of any special Shareholders’ meeting, or within 5 days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Company.

The Company shall handle its stock affairs for shareholders in accordance with the Company Act, the Regulations Governing the Administration of Shareholder Services of Public Companies, relevant laws, rules and regulations.

Section III – Shareholders’ Meeting

Article 8

Shareholders' meeting can be divided into regular meetings and special meetings. Regular meetings are convened once a year and usually within six months of the end of each fiscal year. The regular meeting is convened by the Board of Directors according to the law. Special meetings may be convened according to the law when necessary. The procedure of convening Shareholders’ Meetings shall be in accordance with the Company Act, relevant laws, rules and regulations of the Republic of China.

The shareholders’ meeting can be held by means of visual communication network or other

methods promulgated by the central competent authority.

Article 9

Notices shall be sent to all shareholders for the convening of annual general shareholders meetings at least 30 days in advance for annual general shareholders meetings and at least 15 days in advance for special shareholders meetings. The meeting date, venue and the purpose(s) for convening such shareholders meeting shall be clearly stated in the meeting notices.

The cause(s) or subject(s) of a meeting of shareholders to be convened shall be indicated in the individual notice to be given to shareholders; and the notice may, as an alternative, be given by means of electronic transmission, after obtaining a prior consent from the recipient(s) thereof.

Article 10

If a shareholder is unable to attend a shareholders meeting, he/she may appoint a representative to attend it, with a Shareholder Proxy Form issued by the Company, in accordance with Article 177, 177-1 and 177-2 of the Company Act of the Republic of China, Article 25-1 of Securities and Exchange Act, and the Rules Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies.

Article 11

Each share is entitled to one voting right; except those shares for which the voting rights are restricted or excluded as stipulated in the Company Act, other laws and regulations. The company shall be classified the electronic means as one of the method for shareholders to exercise their voting rights. A shareholder who exercises his voting right in writing or by way of electronic transmission shall be deemed to have attended the shareholders' meeting in person. Voting rights shall be conducted in accordance with the relevant laws and regulations.

Article 12

Except as otherwise provided by other laws or regulations, shareholders meetings may be held if attended by shareholders in person or by proxy representing more than 50% of the total issued and outstanding capital stock of the Company, and resolutions shall be adopted at the meeting with the concurrence of a majority of the votes held by shareholders present at the meeting. At the shareholders meeting, except as otherwise provided in The Company Act and the Article of Incorporation, the details of which shall be handled in accordance with the Rules of Procedure for Shareholders Meetings.

Article 13

The shareholders' meeting shall be presided by the Chairman of the Board of Directors of the Company. In case the Chairman is on leave or otherwise cannot exercise his duty and authority for any reason, the Chairman shall appoint a director to act as his deputy; otherwise, the directors shall elect from among themselves a chairman to preside over the shareholders meeting. If a shareholders meeting is convened by a person other than the Board of Directors, the shareholders meeting shall be chaired by that convener. If there are two or more conveners for a shareholders meeting, one of them shall be elected to chair the meeting.

Article 14

The resolutions of the shareholders meeting shall be recorded in the minutes, and such minutes shall be signed by or sealed with the chop of the Chairman of the meeting. Shareholders shall be notified of the minutes within 20 days after the meeting. The production and distribution of the minutes may be done in electronic form. The minutes specified above shall be distributed in accordance with the provisions of the Company Act, relevant laws and regulations.

Article 15

To revoke public issuance after the Company publicly issuing stocks, the share certificates shall be

approved by the resolution of a shareholders meeting, and apply to the competent authority. This Article shall remain unchanged during the period of Emerging Stock Board and publicly listing on TWSE or TPEx.

Section IV – Directors and Audit Committee

Article 16

The Company shall have at least five but no more than nine directors with the actual number to be determined by the Board. The term of office for directors shall be three years. The directors shall be elected from among the nominees listed in the roster of director candidates pursuant to the candidates nomination system, and be elected at the shareholders’ meeting by the shareholders from any person with legal capacity in accordance with the Company Act. All of the directors are eligible for re-election.

Article 17

The Board of Directors shall be formed by directors. The Directors shall elect from among themselves a Chairman of the Board of Directors, by a majority vote in a meeting attended by over two-thirds of the Directors. The Chairman of the Board of Directors shall be the chairman of shareholders’ meetings, and shall have the authority to represent the Company.

Article 18

In case the Chairman of the Board of Directors is on leave or cannot exercise his powers, he may designate a proxy in accordance with Article 208 of the Company Act.

Article 19

Directors shall attend the Meeting of the Board of Directors. When a Director is unable to attend any Meeting of the Board of Directors, he may appoint another Director to attend on his behalf by written authorization, but no Director may act as proxy for more than one Director.

Article 20

Meetings of the Board of Directors shall be convened by the Chairman of the Board of Directors, unless otherwise regulated by the Company Act. Directors may be notified of the Board of Directors meeting via written notices, as E-mail or fax. Except as otherwise provided in the Company Act of the Republic of China, a meeting of the Board of Directors may be held if attended by a majority or more of total Directors and resolutions shall be adopted with the concurrence of the majority or more of the Directors present at the meeting. Resolutions adopted at the meeting of the Board of Directors shall be recorded in the minutes and signed or sealed by the chairman of the meeting and the recorder. The minutes shall be distributed to each director within twenty (20) days after the

meeting.

Article 20-1

Remuneration for directors of the Company shall be evaluated by the compensation committee according to their respective participation in operation and value of contribution, and the board of directors is authorized to determine their remuneration according to the general standard in the same industries and the Company's business operation.

Article 20-2

The Company shall form an Audit Committee, which is composed of all Independent Directors. Details including number of members, terms, responsibilities and rule of meeting shall be stipulated separately in the Organization Rules of Audit Committee in accordance with the rules in the "Regulations Governing the Exercise of Powers by Audit Committees of Public Companies".

Section V – Management of the Company

Article 21

The Company may appoint managers. Appointment and discharge and the remuneration of the managerial personnel shall be in accordance with Article 29 of the Company Act. The scope of duties and power of managers shall be authorized by the board of directors, and The Board of Directors may authorize the Chairman to determine.

Section VI – Financial Reports

Article 22

The Company's fiscal year shall be from January 1st of each year to December 31st of the same year. After the end of each fiscal year, in accordance with the Company Act, the following reports shall be prepared by the Board of Directors, and such documents shall be submitted to the general shareholders' meeting for acceptance:

Business Report;
Financial Statements; and
The surplus earning distribution or loss off-setting proposals

Article 23

If there is any profit for a specific fiscal year, the Company shall allocate no less than 2% of the profit as employee's compensation (including no less than 2% of the employee's compensation specifically allocated to entry-level employee) and shall allocate at a maximum of 1% of the profit as remuneration to Directors, provided that the Company's accumulated losses shall have been covered in advance.

Employee's compensation, including that allocated to entry-level employee, may be distributed in the form of shares or in cash, and employees qualified to receive such compensation may include employees from affiliates companies who meet certain qualification(s) which is determined by the Board of Directors. The remuneration to Directors shall only be paid in cash.

The distribution of employee and Director compensation shall be approved by a resolution adopted by no less than two-thirds of the Directors present at a Board meeting attended by a majority of all Directors, and shall be reported to the shareholders' meeting. Article 23-1

If there is any profit in an annual general financial statement of the Company, such profit shall be distributed in the following orders:

Reserve for tax payments.
Offset accumulated losses in previous years, if any.

Legal reserve, which is 10% of leftover profits. However, this restriction does not apply in the event that the amount of the accumulated legal reserve equals or exceeds the Company's total capital stock.
Allocation or reverse of special reserves as required by law or government authorities.
The remaining net profits and the retained earnings from previous years will be allocated as shareholders' dividend. The Board of Directors will prepare a distribution proposal. If the distribution proposal in form of new shares to be issued by the company should submit the same to the shareholders' meeting for review and approval by a resolution; If such surplus earning is distributed in the form of cash, it shall be approved by a meeting of the board of directors.

Section VII – Supplementary Provisions

Article 24

For matters not provided for in the Articles of Incorporation, it shall be handled in accordance with the Company Act of the Republic of China.

Article 25

These Articles of Incorporation were enacted on February 21, 2005. The first amendment was made on March 30, 2005, the second amendment was made on October 7, 2005, the third amendment was made on January 18, 2006, the fourth amendment was made on April 24, 2007, the fifth amendment was made on June 21, 2012, the sixth amendment was made on October 28, 2014, the seventh amendment was made on June 17, 2016, the eighth amendment was made on June 18, 2019, the ninth amendment was made on October 2, 2019, the tenth amendment was made on May 31, 2023, and the eleventh amendment was made on May 29, 2025.

Appendix 3 Rules for Election of Directors

Andes Technology Corporation
Rules for Election of Directors

[English translation for reference only]

The amendment was approved at the Extraordinary Shareholders' Meeting held on October 2, 2019

Article 1

Unless otherwise provided for in the Company Act, Securities and Exchange Act or the Articles of Incorporation of the Company, the Directors of the Company shall be elected in accordance with the Rules specified herein.

Article 2

Election of Directors of the Company shall be held at the shareholders' meeting.

The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

Article 3

In the election of Directors of the Company, the single recorded cumulative voting system is implemented. Each share shall have voting rights equivalent to the number of seats to be elected, and such voting rights can be combined to vote for one person, or be divided to vote for several persons.

Article 4

The number of directors will be as specified in this Corporation's Articles of Incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the Chairman drawing lots on behalf of any person not in attendance.

Article 5

At the beginning of the election, the Chairman shall appoint several persons each to check and record the ballots. The persons to check the ballots have to be appointed from among the shareholders present.

Article 6

The ballot box used for voting shall be prepared by the Company and be checked in public before voting by the person responsible for checking ballots.

Article 7

If the candidate is a shareholder of the Company, voters shall fill in the "candidate" column the candidate's name and the candidate's shareholder's number. If the candidate is a government 54 agency or a legal entity, the full name of the government agency or the legal entity and the name(s) of their representative(s) shall be filled in the "candidate" column. If there are multiple representatives, these representatives' names shall be filled in separately. If the candidate is not a shareholder of the Company, voters shall fill in the "candidate" column with the candidate's name and the candidate's ID number.

Article 8

Ballots shall be deemed void in either one of the following conditions:

(1) Ballots not placed in the ballot box.

(2) Ballots not prepared by the Company.
(3) Blank ballots not completed by the voter.
(4) If the candidate is a shareholder of the Company, the name or the shareholder's number of the candidate filled in the ballot inconsistent with the shareholder's register. If the candidate is not a shareholder of the Company, the name or ID number of the candidate filled in the ballot is incorrect.
(5) Ballots with other written characters or symbols in addition to candidate's name, shareholder's number (ID number) and the number of votes cast for the candidate.
(6) Illegible writing or being erased or changed.
(7) The name of the candidates filled in the ballots being the same as another candidate's name and the respective shareholder's numbers (ID numbers) not being indicated to distinguish them.

Article 9
The voting rights shall be calculated during the meeting immediately after the vote casting and the results of the election, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the Chairman at the meeting.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 10
The Rules and any revision thereof shall become effective after approval at the shareholder's meeting.

Appendix 4 Shareholdings of All Directors

Andes Technology Corporation
Shareholdings of All Directors

The Company's total outstanding shares: 50,650,911
Total shareholdings of all Directors required by law: 4,052,072
As of March 30th, 2026, the cut-off date of this Shareholders' Meeting, the individual Directors and their aggregate shareholdings are listed below:

Title	Name	Date Elected	Shares	%
Chairman	Jyh-Ming Lin	2024.05.24	540,045	1.07
Director	Hong-Men Su	2024.05.24	261,329	0.52
Director	Hsiang Fa Co.
Representative: Andrew Chang	2024.05.24	3,249,324	6.42
Director	National Development Fund.
Representative: Herming Chiueh	2024.05.24	2,979,237	5.88
Independent Director	Chien-Kuo Yang	2024.05.24	0	0
Independent Director	Chun-Hao Lai	2024.05.24	0	0
Holding of all Directors			7,029,935	13.88

AI assistant

ANDES — AGM Information 2026

52579_rns_2026-04-24_b86565fe-1743-463b-be1e-fc19d17e4a5a.pdf

ANDES

Andes Technology Corporation

Handbook for the 2026 Annual Meeting of Shareholders

Table of Contents

Andes Technology Corporation

Procedure for the 2026 Annual Meeting of Shareholders

Andes Technology Corporation

Agenda of Year 2026 Annual Meeting of Shareholders

Agenda:

II. Acknowledgements

Acknowledgement (1)

Acknowledgement (2)

IV. Election

Election (1)

V. Extemporary Motions

VI. Meeting Adjourned

Attachment

Andes Technology Corporation Business Report

Business results in 2025

Financial status:

Budget execution status:

Sales and marketing status:

Research development status (IP core and technology):

Business plan summary in 2026

Management policy and future company development strategy:

Expected sales volume and its basis:

Key Sales and Marketing Policies:

Impact due to external competitive environment, regulatory environment and overall business environment:

Andes Technology Corporation Audit Committee's Review Report

REPRESENTATION LETTER

Independent Auditors' Report

Opinion

Basis for Opinion

Key Audit Matters

Revenue recognition

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Others

Notice to Readers

ANDES TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

ANDES TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

ANDES TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Independent Auditors' Report Translated from Chinese

Independent Auditors' Report

Opinion

Basis for Opinion

Key Audit Matters

Revenue recognition

Intangible assets arising from internally generated development costs

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

ANDES TECHNOLOGY CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS

English Translation of Financial Statements Originally Issued in Chinese

ANDES TECHNOLOGY CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS

ANDES TECHNOLOGY CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

ANDES TECHNOLOGY CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

Description of the Long-Term Fundraising Plan

Appendix

Andes Technology Corporation

Rules and Procedures of Shareholders' Meeting

Article 8 Discussion of proposals

Article 9 Shareholder speech

Article 10 Calculation of voting shares and recusal system

Article 11 Voting, ballot examination and ballot count.

Article 9

Article 10

Article 11

Article 12

Article 13

Article 14

ANDES AGM Information 2026