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Arcadyan AGM Information 2026

Apr 22, 2026

52352_rns_2026-04-22_7a84456c-ef3a-4667-ae7a-cceba79f06ce.pdf

AGM Information

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Stock Code: 3596

Arcadyan Technology Corporation

2026 Annual General Shareholders Meeting Meeting Handbook (Translation)

Date: May 27, 2026

Convening Method: Physical Shareholders Meeting

Venue: No. 8, Section 2, Guangfu Road, Hsinchu City

Notice to Reader: For the convenience of the readers, this document has been translated into English from the original Chinese version. In the event of any discrepancies or differences in interpretation between the English version and the original, the original Chinese version shall prevail.


Table of Contents

Page

I. Meeting Procedures 1
II. Meeting Agenda 2
III. Report Items 3
IV. Election Items 23
V. Ratification and Discussion Items 26
VI. Extraordinary Motions 43
VII. Appendix
1. Rules of Procedure for Shareholders Meetings 44
2. Articles of Incorporation 52
3. Procedures for Election of Directors 58
4. Shareholding of Directors 60
5. Other Matters for Explanation 61


Meeting Procedures


Arcadyan Technology Corporation 2026 Annual General Shareholders Meeting Procedures

I. Call Meeting to Order
II. Chairman's Address
III. Report Items
IV. Election Items
V. Ratification and Discussion Items
VI. Extraordinary Motions
VII. Meeting Adjourned

  • 1 -

Meeting Agenda


Arcadyan Technology Corporation
2026 Annual General Shareholders Meeting Agenda

Time: 9:00 am, May 27, 2026 (Wednesday)

Venue: No. 8, Section 2, Guangfu Road, Hsinchu City

I. Chairman’s Address

II. Report Items

  1. Report on the business status of 2025.
  2. Audit Committee’s review report of 2025.
  3. Report on the distribution of remuneration to employees and directors of 2025.
  4. Report on the earnings distribution of cash dividends of 2025.
  5. Report on the cash distribution from capital surplus.

III. Election Items

  1. Election of the 10th term of directors.

IV. Ratification and Discussion Items

  1. To ratify the Business Report and Financial Statements of 2025.
  2. To ratify the earnings distribution of 2025.
  3. To approve the release of non-competition restrictions for newly elected directors of the Company.

V. Extraordinary Motions

VI. Meeting Adjourned

  • 2 -

Report Items


  • 3 -

Item 1

Proposed by the Board of Directors

Subject: Report on the business status of 2025.

Explanatory Notes: The Business Report of 2025 is attached (please refer to page 4 to 9).


Business Report

I. Business Results of 2025

(I) Business Plan Implementation Results and Budget Plan Implementation Status

In 2025, the Company’s consolidated net operating revenues for the whole year was NT$52,975,952 thousand, representing an annual increase of 8.2%. The net operating income and after tax net income were NT$3,500,093 thousand and NT$2,777,080 thousand respectively, and the after tax earnings per share was NT$12.60.

(II) Financial Status and Profitability

The financial operation of the Company adheres to the principle of steadiness, and the use of long-term and short-term funds are properly planned according to the Company’s operating conditions. The current ratio in 2025 was 136% and the debt ratio was 62%; the financial structure was sound.

In 2025, the net income was NT$2,777,080 thousand, the return on assets was 6.7%, and the return on equity was 16.8%.

(III) Progress in Research and Development

  1. The developed products include: 5G FWA CPE, Whole Home Wifi (Wifi Mesh Network) smart home solution, 4G/LTE Small Cell integrated SON (Self Organizing Network) features, Indoor and Outdoor LTE Routers/Gateways, 802.11be (Wi-Fi 7), 802.11ax and 802.11ac (Single-band, Dual-band and Tri-band) Wireless Routers and VDSL Routers, Repeaters used to expand Wifi coverage, Android TV OTT/IP STB support Ultra-high resolution (4K) and HDR (High Dynamic Range Imaging), Edge AI Box, GPON/XGSPON/ONT, NG-PON2 Fiber products, and DOCSIS 4.0, 3.1 & 3.0 Cable Modems.

  2. Keep integrating and optimizing the new functions into the next generation IAD, such as Zigbee, Z-wave, BLE, DECT ULE and NFC, and introducing AI (Artificial Intelligence) algorithm, Intelligent Diagnostic functions, IEEE1905.1, EasyMeshTM R1~R5 Multi-interfaces Management System, and Big Data cloud analysis platform optimization.

  3. Expedite developing next generation switch product line (Enterprise-grade fiber mid-to-high-end switches), 5G CPE (Customer Premise Equipment), 5G Small Cell, MEC Switch, Smart Home Gateway plus IOT (Internet of Things) applications, 76GHz-80GHz Automotive Blind Spot Detection (BSD) Active warning radar system, Antenna Integrated PCB Car Alarm, and AI/Big Data/Cloud computing integration technology.

II. Business Plan Overview of 2026

(I) Operating Strategy

  1. Keep enlarging the existing telecom market share and developing new telecom customers in emerging markets; expanding the product categories of existing telecom customers, extending from fixed line to optical fiber products and developing mobile

  2. 4 -


broadband related products; providing the rapid customized products and services to all customers; and supporting the customers to design and develop competitive products by their needs, in order to efficiently make market segmentation for them.

  1. Strengthen the technical capability of software, hardware on Android TV OTT and IP STB, expand product lines with Edge AI Box and other new products, focusing on new markets and developing new customers to continuously optimize the overall product portfolio and profitability.

  2. Expansion of the MSO (Multiple System Operator) market share and enhance market competitive position, proactive development of new customers, expansion of Cable Modem production lines, and increase product penetration at the customer end through the provision of added-value services.

  3. Proactive development of new product categories such as Enterprise-grade mid-to-high-end switches, Smart Home, Internet of Things (IOT), Artificial Intelligence (AI), The 76GHz-80GHz Automotive Blind Spot Detection (BSD) Active warning radar system, Antenna Integrated PCB Car Alarm, etc; implementation of research on commercially viable applications of derived technologies, initiatives in sync with the development of 5G technology, keep the development of new-generation 5G CPE products.

  4. Cooperate with local technical suppliers in each market segment and country, to penetrate the local telecom markets together, collaborate with the key chipset vendors and front-end suppliers in order to lead new technology trend and penetrate the product markets together.

  5. Continuously expand the capacity and scale of the Vietnam manufacturing center, optimize its production efficiency and process details, and collaborate with local subcontract manufacturing partners in various market regions to enhance the productivity of overseas production bases and the resilience of multi-site manufacturing. Additionally, establish a "Smart Factory" at Arcadyan's Vietnam manufacturing center, incorporating automated processes into production and implementing a lights-out factory model for select production lines, while adopting solar power generation as a green energy and energy-saving measure. Simultaneously, build a real-time information flow monitoring system for all production elements to significantly optimize direct labor and enhance production efficiency.

  6. Enhance the focus on the three key dimensions of sustainability: "Environmental, Social, and Governance." Based on the Company's core values as the foundation for its sustainable development strategy, a framework is established encompassing five major aspects, including "Corporate Governance", "Environmental Sustainability", "Employee Care", "Sustainable Procurement", and "Social Engagement", with short-term, mid-term, and long-term goals and management guidelines formulated. To date, the Company's overall ESG performance has been recognized with numerous domestic and international certifications and awards. Arcadyan is the first publicly

  7. 5 -


listed company in Taiwan among industry peers to pass the SBTi carbon reduction and net-zero target review and has been awarded the highest level of "EXCELLENT" in the "Temperature Rising Index for Pathways (TRIPs)" achieving the 1.5°C corporate temperature control target. Additionally, the Company received the highest honor of "Platinum" in the EcoVadis sustainability assessment, ranking in the top 1% of participating companies in sustainability performance. Furthermore, it was honored with two SEAL Awards - Environmental Initiative Award and Sustainable Innovation Award. The company will continue to leverage the operations of Sustainability Committee, the Company sets the sustainability strategy and development goals and continues to interact with all stakeholders to achieve the objectives of sustainability future. Furthermore, Arcadyan’s Vietnam manufacturing center has passed the Responsible Business Alliance (RBA) Validated Audit Process (VAP) audit, earning the highest honor of a platinum certificate. The Company will continue to adhere to the RBA Code of Conduct and stakeholder expectations, fulfill corporate social responsibility, and drive value chain partners to implement supplier development programs, strengthening risk management and resilience across the supply chain.

  1. The company is actively integrating artificial intelligence (AI) technology to enhance work efficiency and operational performance. Through intelligent automation, data analytics, and machine learning, we optimize internal processes, expedite decision-making, and improve the quality of our products and services. The application of AI enables us to allocate resources more effectively, minimize repetitive tasks, and enable our team to focus on more strategically valuable initiatives. We will continue to invest in AI technology to sustain our competitive edge in the digital era and create greater value for our customers and partners.

(II) Expected Sales volume Overview and the Basis

In the post-epidemic era, remote work has become a norm, and the demand for cloud applications continues to increase. Against the backdrop of the ongoing expansion of broadband infrastructure installations, networking products are expected to maintain steady growth. It is projected that the shipment volume of broadband networking devices will increase by 5%~10% in 2026.

(III) Key Production and Sales Policies

  1. In the next stage of product planning, we will continue to develop gateways supporting Smart Home and IOT functions, built-in wireless modules for consuming multimedia products (such as Smart TV and home voice assistant), high-end CPE required by ISP providers such as 5G Terminal Equipment and IAD that support fixed mobile convergence and Small-Cell and MEC switches that support 5G O-RAN architecture, Enterprise-grade fiber mid-to-high-end switches, high-end Android TV OTT/IP STB with ultra-high resolution (4K), high dynamic range imaging (HDR), Edge AI Box, new-generation cable modem routers, 76GHz-80GHz Automotive Blind Spot Detection (BSD) Active Warning Radar system, and Antenna Integrated

  2. 6 -


PCB Car Alarm. In addition, introducing Smart CPE with adopted AI computing and Big Data Cloud analysis represents another focus of our R&D efforts.

  1. Keep expanding the JDM business model to gain the advantage of a greater economic scale, scaling up the production capacity and introducing automation production process to Vietnam manufacturing site, selecting EMS collaborating partners, appropriately diversifying the risk of overseas production sites, and enhancing the manufacturing flexibility by above-mentioned multiple manufacturing sites.

  2. Strengthen the material status monitoring and risk warning mechanism for key components; establish a diversified supply chain footprint through decentralized procurement to respond to potential geopolitical risks.

  3. Increase the sales proportion of high-margin and high-price products.

III. Future Development Strategy and Impact of External Competition Environment, Regulatory Environment and Overall Business Environment

(I) Future Development Strategy of the Company

Currently, Arcadyan is doing well in the telecom market. Although it takes time to develop new business in the telecom market, the entry barriers for our competitors are also high. Therefore, we will keep focusing on the new business development in the telecom market, developing our self-own software codebases, which can support all kinds of open source software platform to meet the needs by different customers. With the advent of the AI and 5G era, Arcadyan has been following the latest market trends and the latest 3GPP standards and actively developing 5G Small Cells, integrating fixed and mobile networks, and building our self-own technology for the 5G cross-domain ecosystem. This will make us to respond to the latest market demands immediately and cut in new customers quickly. In the future, we will dig out the market demands deeply, stay with the development trend of open source software platform closely, and integrate above technology into the applications of smart handheld devices. We are also targeting at the fields of Smart Home, IOT, AI analysis and Cloud computing, and further invest in the developments of 5G, IAD, Enterprise-grade mid-to-high-end switches, IP STB/Android TV OTT, Edge AI Box, NG-PON2 Fiber broadband and Cable Modem to provide the total solutions to all customers.

(II) Impact of External Competition, Regulatory Environment and Overall Business Environment

With the diversification of network services and the development of multimedia applications such as video on demand, the global consumer demand for higher bandwidth continues to increase, and the number of global broadband users are growing rapidly as well. With the increasing popularity of broadband communication and the global commitment to the wide coverage of 5G, more and more Networking equipment manufacturers and major EMS providers have invested in developing manufacturing and selling the related products. Therefore, the competition intensity of the market and prices have increased rapidly.

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In the post-pandemic era, the global demand for new technologies such as AI, 5G, and IoT shows no signs of slowing down and continues to expand. This has led to a period where IC components as key components, such as memory, chips and PMICs, were once in short supply, causing sustained price increases. Moreover, frequent market fluctuations have made it increasingly challenging for network communication end-product manufacturers to manage material availability effectively.

Furthermore, since 2025, changes in the U.S. political landscape and trade policy adjustments have initiated a new wave of global tariff wars centered on "America First," further deepening the uncertainty of the international political and economic environment. The U.S. has raised tariffs or established trade barriers for specific countries and high-tech, electronic, and telecommunications products, driving the global trade system toward protectionism and regionalization. The rising political confrontation between major economies has also caused multinational corporations to face more complex compliance and supply chain adjustment pressures.

At the same time, in recent years, frequent geopolitical conflicts and economic Black Swan Events internationally have significantly shaped the global landscape, such as the Russia-Ukraine war, the prolonged US-China trade and technology standoff, and the impact of the Federal Reserve's rapid monetary policy adjustments to suppress inflation, all of which have exacerbated the ongoing deterioration and instability of the global economic environment. Coupled with the re-promotion of the aforementioned U.S. government tariff policies, the costs of raw materials and end products have been pushed up again, weakening global consumer confidence and corporate capital expenditure intentions. Particularly causing a direct impact on export-oriented industries and those highly reliant on global supply chains.

Although the Federal Reserve initiated three interest rate cuts last year to stimulate market consumption and investment, promote economic growth, and maintain relative stability in the overall economic environment, the global macroeconomic environment is expected to remain highly unstable due to the interwoven negative factors such as geopolitical risks, escalating tariff wars, supply chain restructuring, and financial market volatility. Operating risks and competitive intensities across the industry are rising in tandem. Despite the severe challenges posed by external uncertainties and the global macroeconomic downturn, the Company will continue to enhance its product technologies, strengthen supply chain management and risk adaptability, accelerate the advantage in Time to Market, actively expand into diverse markets and high-value-added product portfolios, and deepen cooperative relationships with telecom customers and system integrators. We will strive to mitigate the impact of external environmental uncertainty to maintain long-term steady growth and market competitiveness.

IV. Conclusion

Finally, we would like to extend our most sincere and thanks to all shareholders for your long-term support. All employees of Arcadyan will continue to strengthen our R&D and market development on the basis of existing technical core competence and competitive advantage, effectively integrate and utilize our resources, continue to work toward the

  • 8 -

Company's growth and prosperity, and create maximum benefits for the Company and its shareholders. At the same time, we also hope all shareholders can continue to give encouragement and advice to our management team. Your truly,

Good Health and Prosperity!

Chairman of the Board: Jui-Tsung Chen
Chief Executive Officer: Chao-Peng Tseng
Chief Accounting Officer: Shih-Wei Huang

  • 9 -

Item 2

Proposed by the Board of Directors

Subject: Audit Committee’s review report of 2025.

Explanatory Notes:

  1. The Financial Statements, Business Report and earnings distribution proposal for the Year 2025 have been reviewed and examined by the Audit Committee and the review report was issued. The Financial Statements for the year 2025 have been audited by the Independent Auditors and the Independent Auditors’ Report was issued, accordingly.

  2. The Independent Auditors’ Report is attached (please refer to page 11 to 18).

  3. The Audit Committee’s review report is attached (please refer to page 19).

  4. 10 -


KPMG

表侯建業聯合會計師事務所

KPMG

台北市110615信義路5段7號68樓(台北101大樓)

68F., TAIPEI 101 TOWER, No. 7, Sec. 5

Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)

電話 Tel +886 2 8101 6666

傳真 Fax +886 2 8101 6667

網址 Web kpmg.com/tw

Independent Auditor’s Report

To the Board of Directors of Arcadyan Technology Corporation:

Opinion

We have audited the consolidated financial statements of Arcadyan Technology Corporation and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended December 31, 2025 and 2024, and notes to the consolidated financial statements, including a summary of material accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of Arcadyan Technology Corporation and its subsidiaries as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended December 31, 2025 and 2024 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the 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 Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2025. 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. We have determined that the matters described below are the key audit matters to be communicated in our report.

1. Inventory valuation

Please refer to Note (4)(h) for the accounting policy of inventory valuation, Note(5) for the estimation and assumption uncertainty of the valuation of inventory, Note(6)(g) for the explanation of significant accounts-Inventories to the consolidated financial statements.


Description of key audit matters:

Inventory is measured at the lower of cost and net realizable value. Given the rapid technological advancements in the networking industry, the accelerated pace of product upgrades, and intensified market competition, inventories are subject to significant risks of obsolescence and price declines. Therefore, the valuation of inventories represents a key audit matter in our audit of the consolidated financial statements.

How the matter was addressed in our audit:

The primary audit procedures performed in relation to the above key audit matter included assessing whether the inventory valuation policies of Arcadyan Technology Corporation and its subsidiaries were consistent with those of the prior period and in compliance with the applicable accounting principles; reviewing the inventory aging reports; analyzing changes in inventory aging across periods; performing audit verification on the classification of aging intervals and the judgment involved in identifying specific items. Furthermore, we recalculated the provision for inventory obsolescence and valuation losses in accordance with the Company’s policies.

Other Matter

Arcadyan Technology Corporation has prepared its parent-company-only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the 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 Arcadyan Technology Corporation and its subsidiaries’ s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) are responsible for overseeing Arcadyan Technology Corporation and its subsidiaries’ s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s 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.

  • 12 -

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:

  1. 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.

  2. 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 Arcadyan Technology Corporation and its subsidiaries' internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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 Arcadyan Technology Corporation and its subsidiaries' ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause Arcadyan Technology Corporation and its subsidiaries to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within Arcadyan Technology Corporation and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

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

  • 13 -

The engagement partners on the audit resulting in this independent auditors’ report are Keng-Chia Huang and Yiu-Kwan Au.

KPMG

Taipei, Taiwan (Republic of China)
February 25, 2026

  • 14 -

KPMG

表侯建業聯合會計師事務所

KPMG

台北市110615信義路5段7號68樓(台北101大樓)

68F., TAIPEI 101 TOWER, No. 7, Sec. 5

Xinyi Road, Taipei City 110615, Taiwan (R.O.C.)

電話 Tel +886 2 8101 6666

傳真 Fax +886 2 8101 6667

網址 Web kpmg.com/tw

Independent Auditor’s Report

To the Board of Directors of Arcadyan Technology Corporation:

Opinion

We have audited the financial statements of Arcadyan Technology Corporation (“the Company”), which comprise the balance sheets as of December 31, 2025 and 2024, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.

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

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2025. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that the matters described below are the key audit matters to be communicated in our report.

  1. Inventory valuation

Please refer to Note (4)(g) for the accounting policy of inventory valuation, Note (5) for the estimation and assumption uncertainty of the valuation of inventory, Note (6)(g) for the explanation of significant accounts-Inventories to the financial statements.


Description of key audit matters:

Inventory is measured at the lower of cost and net realizable value. Given the rapid technological advancements in the networking industry, the accelerated pace of product upgrades, and intensified market competition, inventories are subject to significant risks of obsolescence and price declines. Therefore, the valuation of inventories represents a key audit matter in our audit of the financial statements.

How the matter was addressed in our audit:

The primary audit procedures performed in relation to the above key audit matter included assessing whether the inventory valuation policies of the Company were consistent with those of the prior period and in compliance with the applicable accounting principles; reviewing the inventory aging reports; analyzing changes in inventory aging across periods; performing audit verification on the classification of aging intervals and the judgment involved in identifying specific items. Furthermore, we recalculated the provision for inventory obsolescence and valuation losses in accordance with the Company’s policies.

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

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

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

Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s 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 financial statements.

  • 16 -

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:

  1. Identify and assess the risks of material misstatement of the 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.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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 Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the 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.

  5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the 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.

  • 17 -

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

The engagement partners on the audit resulting in this independent auditors’ report are Keng-Chia Huang and Yiu-Kwan Au.

KPMG

Taipei, Taiwan (Republic of China)

February 25, 2026


Audit Committee’s Review Report

The Company’s 2025 Financial Statements, Business Report and earnings distribution proposal have been approved by the Audit Committee and resolved by the Board of Directors. The CPAs Keng-Chia Huang and Yiu-Kwan Au of KPMG have audited the 2025 Financial Statements and issued an audit report accordingly. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

To:
2026 Annual General Shareholders Meeting of Arcadyan Technology Corporation

Chairman of Audit Committee: 李燮玲

February 25, 2026

  • 19 -

Item 3

Proposed by the Board of Directors

Subject: Report on the distribution of remuneration to employees and directors of 2025.

Explanatory Notes:

  1. In accordance with Article 27 of the Articles of Incorporation of the Company.
  2. The remuneration to employees and directors of 2025 amounted to NT$469,506,566 (including no less than 5% thereof as remuneration for non-executive employees) and NT$24,967,796 respectively. These amounts have been approved by the Remuneration Committee and the Board of Directors of the Company, and will be distributed in the form of cash. There were no differences between the amounts and those recognized in Financial Statements of 2025.

  3. 20 -


Item 4

Proposed by the Board of Directors

Subject: Report on the earnings distribution of cash dividends of 2025.

Explanatory Notes:

  1. In accordance with the Company Act and Article 27-1 of the Articles of Incorporation of the Company, the Company authorizes the Board of Directors to distribute dividends in the form of cash, after a resolution adopted by a majority vote at a meeting of the Board of Directors attended by at least two-thirds of the total number of directors, and shall report such distribution to the shareholders meeting.

  2. The earnings distribution of 2025 to shareholders as dividend totals NT$1,762,834,568, all of which are in the form of cash, representing NT$8.0 per share. If there are changes in the number of outstanding shares and result in the cash dividends ratio of shareholders being amended in the future, the Chairman is authorized with full power to handle.

  3. The Board of Directors has resolved to set April 2, 2026 as the record date for cash dividends, and April 29, 2026 as the payment date.

  4. 21 -


Item 5

Proposed by the Board of Directors

Subject: Report on the cash distribution from capital surplus.

Explanatory Notes:

  1. In accordance with the Company Act and Article 27-1 of the Articles of Incorporation of the Company, the Company authorizes the Board of Directors to distribute capital surplus in the form of cash, after a resolution adopted by a majority vote at a meeting of the Board of Directors attended by at least two-thirds of the total number of directors, and shall report such distribution to the shareholders meeting.

  2. In accordance with Article 241 of the Company Act, the Board of Directors adopted by resolution of a cash distribution in the amount of NT$220,354,321 from capital surplus derived from the amount of the subscription price in excess of par value of ordinary shares issued by the Company. The distribution is NT$1.0 per share, based on the holdings of shareholders as recorded in the shareholders roster on the record date of the cash distribution. If there are changes in the number of outstanding shares and result in the cash distribution ratio of shareholders being amended in the future, the Chairman is authorized with full power to handle.

  3. The Board of Directors has resolved to set April 2, 2026 as the record date for cash distribution from capital surplus, and April 29, 2026 as the payment date.

  4. 22 -


Election Items


Item 1

Proposed by the Board of Directors

Subject: Election of the 10th term of directors.

Explanatory Notes:

  1. The directors of the 9th term of the Company were elected by the shareholders meeting on June 15, 2023, for a term of three years, from June 15, 2023 to June 14, 2026.

  2. Nine directors of the 10th term (including three independent directors) shall be elected in accordance with the Company's Articles of Incorporation and the resolution of the Board of Directors. The term of office is three years, from May 27, 2026 to May 26, 2029. The original directors shall be discharged after re-election.

  3. The election of directors and independent directors adopts a candidate nomination system and procedure in accordance with the relevant laws and the Company's Articles of Incorporation. The candidate list has been adopted by the resolution of the Board of Directors. The shareholders shall elect from the nominees listed in the roster of director and independent director candidates as attached. (Please refer to page 24 to 25). Submit for election.

Election Result:


Arcadyan Technology Corporation
List of candidates for Directors and Independent Directors

Category of candidate Name of the candidate Gender Academic qualifications Major Experience or Current Position Number of shares held by the juristic person being represented (shares) Number of shares held by the representative (shares)
Director Compal Electronics, Inc.
Representative: Jui-Tsung Chen Male Bachelor’s degree of Electrical Engineering, National Cheng Kung University Compal Electronics, Inc./ Chairman 41,304,504 2,276,000
Director Compal Electronics, Inc.
Representative: Sheng-Hua Peng Male Master’s degree of Electrical Engineering, National Taiwan University Compal Electronics, Inc./ Executive Vice President 41,304,504 0
Director Compal Electronics, Inc.
Representative: Cheng-Chiang Wang Male Bachelor’s degree of Accounting, Fu Jen Catholic University Compal Electronics, Inc./ Vice President 41,304,504 0
Director Compal Electronics, Inc.
Representative: Chung-Pao Liu Male EMBA, National Chiao Tung University Arcadyan Technology Corporation/ Vice President 41,304,504 17,079
Director Chao-Peng Tseng Male MBA, Oklahoma State University Arcadyan Technology Corporation/ President 0 162,669
Director Cheng-Hua Sun Female Master’s degree of Graduate Institute of National Development, National Taiwan University Prosecutor of Taiwan Shilin District Prosecutors Office, Judge of Civil Counts and Presiding Judge of Criminal Counts of Taiwan Taipei District Court, Chief Legal Officer of Yuanta Financial Holdings 0 0
Independent Director Min-Chih Hsuan Male Honorary Doctorate, National Chiao Tung University
Bachelor’s degree of Electronics Engineering, National Chiao Tung University United Microelectronics Corp./ Chairman, President 0 0
  • 24 -

Category of candidate Name of the candidate Gender Academic qualifications Major Experience or Current Position Number of shares held by the juristic person being represented (shares) Number of shares held by the representative (shares)
Independent Director Yung-Ta Hsieh (Note 1) Male EMBA, National Chiao Tung University Powertech Technology Inc./ CEO 0 0
Independent Director Wen-An Yang (Note 2) Male Master’s degree of Commerce, National Taiwan University Durbun Digital Solutions, Inc./ Chairman 0 0

Note 1. In accordance with Paragraph 3, Article 24 of the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies," the Company hereby discloses: Mr. Yung-Ta Hsieh, the nominated candidate for independent director, is currently the CEO of Powertech Technology Inc., while Mr. Jui-Tsung Chen, the Chairman of the Company, also serves as an independent director of Powertech Technology Inc. Mr. Yung-Ta Hsieh possesses extensive experience in corporate management and a broad strategic vision. He is highly capable of contributing to the Company's operational management and enhancing its supervisory functions, making him well-qualified for the position of independent director.

Note 2. Mr. Wen-An Yang was a CPA of an accounting firm. He possesses extensive knowledge and experience in finance and accounting and has provided important suggestions and contributions to the Company's operations. Although he has been re-elected as an independent director for over three consecutive terms, the Company still relies on his expertise and believes that he can remain independent when making judgments and performing duties. Thus, the Board of Directors proposes to re-elect him as independent director of the Company.

  • 25 -

Ratification and Discussion Items


Item 1

Proposed by the Board of Directors

Subject: To ratify the Business Report and Financial Statements of 2025.

Explanatory Notes:

  1. The Company’s Business Report and Financial Statements of 2025 have been examined by the Audit Committee and adopted by a resolution of the Board of Directors (the earnings distribution proposal is listed as Item 2 of the Ratification and Discussion Items).

  2. The Business Report (please refer to page 4 to 9) and the Financial Statements (please refer to page 27 to 34) are attached for ratification.

Resolution:

  • 26 -

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

ARCADYAN TECHNOLOGY CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2025 and 2024

(Expressed In thousand dollars of TWD)

Assets December 31, 2025 December 31, 2024 Liabilities and Equity December 31, 2025 December 31, 2024
Amount % Amount % Amount % Amount %
Current assets: Current liabilities:
1100 Cash and cash equivalents $ 4,692,290 10 8,156,296 22 Short-term borrowings $ 184,700 - 1,181,255 3
1110 Current financial assets at fair value through profit or loss 4,254 - - - Current financial liabilities at fair value through profit or loss 15,395 - - -
1136 Current financial assets at amortized cost 8,922,938 20 5,103,852 13 Current financial liabilities for hedging 2,870 - - -
1139 Current financial assets for hedging 13,181 - - - Current contract liabilities 3,175,069 7 2,069,927 5
1170 Accounts receivable, net 8,167,942 18 5,245,130 13 Accruents payable (including related parties) 13,472,370 30 10,682,300 27
1200 Other receivables (including related parties) 702,109 2 1,666,047 4 Other payables (including related parties) 7,532,486 17 6,539,146 17
1310 Inventories, net 14,519,040 32 11,137,856 28 Current tax liabilities 943,853 2 718,060 2
1410 Prepayments 249,354 1 383,060 1 Current provisions 826,277 2 688,721 2
1470 Other current assets 81,547 - 86,712 - Current lease liabilities 16,622 - 23,280 -
37,352,655 83 31,778,953 81 Other current liabilities 1,340,597 3 1,284,628 3
Non-current assets: 27,510,239 61 23,187,317 59
1550 Investments accounted for using equity method 183,497 1 200,175 1 Non-current liabilities:
1511 Non-current financial assets at fair value through profit or loss 38,614 - 37,965 - Deferred tax liabilities 63,019 - 41 -
1517 Non-current financial assets at fair value through other comprehensive income 10,609 - 19,437 - Non-current lease liabilities 1,348 - 17,015 -
1600 Property, plant and equipment 5,751,095 13 5,866,322 15 Non-current net defined benefit liability 44,303 - 41,325 -
1755 Right-of-use assets 413,887 1 358,573 1 Other non-current liabilities 158,927 1 34,440 -
1780 Intangible assets 51,060 - 52,188 - 267,597 1 92,821 -
1840 Deferred tax assets 882,265 2 859,798 2 Total liabilities 27,777,836 62 23,280,138 59
1900 Other non-current assets 127,317 - 133,403 - Equity:
7,458,344 17 7,527,861 19 Equity attributable to owners of parent
Ordinary shares 2,203,543 5 2,203,543 6
Capital surplus 3,429,455 8 3,651,759 9
Retained earnings 11,249,315 25 9,910,030 25
Exchange differences on translation of foreign financial statements 93,033 - 199,700 1
Unrealized gains (losses) on financial assets at fair value through other comprehensive income (38,891) - (30,063) -
Gains (losses) on hedging instruments 8,249 - - -
16,944,704 38 15,934,969 41
Non-controlling interests 88,459 - 91,707 -
Total equity 17,033,163 38 16,026,676 41
Total assets $ 44,810,999 100 39,306,814 100 Total liabilities and equity $ 44,810,999 100 39,306,814 100

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

ARCADYAN TECHNOLOGY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2025 and 2024

(Expressed In thousand dollars of TWD)

2025 2024
Amount % Amount %
4000 Operating revenue: $ 52,975,952 100 48,967,458 100
5000 Operating costs 44,889,510 85 41,551,491 85
Gross profit from operations 8,086,442 15 7,415,967 15
Operating expenses:
6100 Selling expenses 833,995 2 919,755 2
6200 Administrative expenses 739,491 1 716,794 1
6300 Research and development expenses 3,012,863 6 2,741,787 6
Total operating expenses 4,586,349 9 4,378,336 9
Net operating income 3,500,093 6 3,037,631 6
Non-operating income and expenses:
7100 Interest income 265,583 1 203,097 1
7020 Other gains or losses 2,859 - 107,565 -
7230 Foreign exchange gains or losses, net (45,821) - 48,655 -
7635 Gains (losses) on financial assets (liabilities) at fair value through profit or loss (1,198) - (28,535) -
7770 Share of loss of associates and joint ventures accounted for using equity method (14,866) - (31,950) -
7510 Interest expense (31,448) - (59,063) -
Total non-operating income and expenses 175,109 1 239,769 1
Income before tax 3,675,202 7 3,277,400 7
7950 Less: Income tax expenses 901,321 2 797,883 2
Net income 2,773,881 5 2,479,517 5
8300 Other comprehensive income:
8310 Components of other comprehensive income (loss) that will not be reclassified to profit or loss
8311 Gains (losses) on remeasurements of defined benefit plans (6,865) - 30,092 -
8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income (8,828) - (16,005) -
8349 Less: Income tax related to components of other comprehensive income that will not be reclassified to profit or loss (1,373) - 6,018 -
Total components of other comprehensive income (loss) that will not be reclassified to profit or loss (14,320) - 8,069 -
8360 Components of other comprehensive income (loss) that may be reclassified to profit or loss
8361 Exchange differences on translation of foreign financial statements (106,854) - 170,329 -
8368 Gains (losses) on hedging instrument 10,311 - 14,246 -
8370 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that may be reclassified to profit or loss 138 - - -
8399 Less: Income tax related to components of other comprehensive income that may be reclassified to profit or loss 2,062 - 2,850 -
Total components of other comprehensive income (loss) that may be reclassified to profit or loss (98,467) - 181,725 -
8300 Other comprehensive income (112,787) - 189,794 -
8500 Total comprehensive income $ 2,661,094 5 2,669,311 5
Net income, attributable to:
8610 Owners of parent $ 2,777,080 5 2,486,429 5
8620 Non-controlling interests (3,199) - (6,912) -
$ 2,773,881 5 2,479,517 5
Comprehensive income attributable to:
8710 Owners of parent $ 2,664,342 5 2,675,447 5
8720 Non-controlling interests (3,248) - (6,136) -
$ 2,661,094 5 2,669,311 5
Earnings per share
9750 Basic earnings per share (TWD) $ 12.60 11.28
9850 Diluted earnings per share (TWD) $ 12.43 11.14
  • 28 -

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

ARCADYAN TECHNOLOGY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2025 and 2024

(Expressed in thousand dollars of TWD)

Equity attributable to owners of parent

Ordinary shares Capital surplus Retained earnings Total other equity interest Total equity attributable to owners of parent Non-controlling interests Total equity
Legal reserve Special reserve Unappropriated retained earnings Total retained earnings Exchange differences on translation of foreign financial statements Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income Gains (losses) on hedging instruments Total other equity interest
Balance at January 1, 2024 $ 2,203,543 3,872,335 1,534,292 2,213 7,185,148 8,721,653 30,147 (14,058) (11,396) 4,693 14,802,224 97,843 14,900,067
Net income for the year ended December 31, 2024 - - - - 2,486,429 2,486,429 - - - - 2,486,429 (6,912) 2,479,517
Other comprehensive income for the year ended December 31, 2024 - - - - 24,074 24,074 169,553 (16,005) 11,396 164,944 189,018 776 189,794
Total comprehensive income for the year ended December 31, 2024 - - - - 2,510,503 2,510,503 169,553 (16,005) 11,396 164,944 2,675,447 (6,136) 2,669,311
Appropriation and distribution of retained earnings:
Legal reserve appropriated - - 241,942 - (241,942) - - - - - - - -
Special reserve reversed - - - (2,213) 2,213 - - - - - - - -
Cash dividends of ordinary shares - - - - (1,322,126) (1,322,126) - - - - (1,322,126) - (1,322,126)
Cash dividends from capital surplus - (220,354) - - - - - - - - (220,354) - (220,354)
Changes in equity of subsidiaries and associates accounted for using equity method - (222) - - - - - - - - (222) - (222)
Balance at December 31, 2024 2,203,543 3,651,759 1,776,234 - 8,133,796 9,910,030 199,700 (30,063) - 169,637 15,934,969 91,707 16,026,676
Net income for the year ended December 31, 2025 - - - - 2,777,080 2,777,080 - - - - 2,777,080 (3,199) 2,773,881
Other comprehensive income for the year ended December 31, 2025 - - - - (5,492) (5,492) (106,667) (8,828) 8,249 (107,246) (112,738) (49) (112,787)
Total comprehensive income for the year ended December 31, 2025 - - - - 2,771,588 2,771,588 (106,667) (8,828) 8,249 (107,246) 2,664,342 (3,248) 2,661,094
Appropriation and distribution of retained earnings:
Legal reserve appropriated - - 251,051 - (251,051) - - - - - - - -
Cash dividends of ordinary shares - - - - (1,432,303) (1,432,303) - - - - (1,432,303) - (1,432,303)
Cash dividends from capital surplus - (220,354) - - - - - - - - (220,354) - (220,354)
Changes in equity of subsidiaries and associates accounted for using equity method - (1,950) - - - - - - - - (1,950) - (1,950)
Balance at December 31, 2025 $ 2,203,543 3,429,455 2,027,285 - 9,222,030 11,249,315 93,033 (38,891) 8,249 62,391 16,944,704 88,459 17,033,163

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

ARCADYAN TECHNOLOGY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2025 and 2024

(Expressed in thousand dollars of TWD)

2025 2024
Cash flows from operating activities:
Income before tax $ 3,675,202 3,277,400
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense 719,753 768,229
Amortization expense 43,755 53,936
Reversal of expected credit impairment (5,318) (13,848)
Interest expense 31,448 59,063
Interest income (265,583) (203,097)
Net losses (gains) on financial assets or liabilities at fair value through profit or loss 1,198 (300)
Share of loss of associates and joint ventures accounted for using equity method 14,866 31,950
Losses (gains) on disposal of property, plant, and equipment and intangible assets 3,992 (1,186)
Lease modification benefits - (18,261)
Others 22,229 4,119
Total adjustments to reconcile profit (loss) 566,340 680,605
Changes in operating assets and liabilities:
Decrease in financial assets or liabilities at fair value through profit or loss 6,731 32,805
(Increase) decrease in accounts receivable (2,922,461) 4,550,259
Decrease (increase) in other receivables (including related parties) 953,918 (655,425)
(Increase) decrease in inventories (3,381,184) 1,239,371
Decrease (increase) in prepayments 133,706 (198,415)
Decrease in other current assets 2,658 40,995
Increase in current contract liabilities 1,105,142 1,718,698
Increase (decrease) in accounts payable (including related parties) 2,790,070 (1,632,603)
Increase in other payables (including related parties) and other current liabilities 1,198,950 803,028
Decrease in other operating liabilities (3,887) (2,234)
Total changes in operating assets and liabilities (116,357) 5,896,479
Total adjustments 449,983 6,577,084
Cash inflow generated from operations 4,125,185 9,854,484
Interest received 280,570 190,527
Dividends received - 10,447
Interest paid (38,001) (55,844)
Income taxes paid (633,199) (1,230,759)
Net cash flows from operating activities 3,734,555 8,768,855
Cash flows from investing activities:
Proceeds from capital reduction of financial assets at fair value through profit or loss 2,563 -
Acquisition of financial assets at amortized cost (19,050,059) (5,103,852)
Proceeds from disposal of financial assets at amortized cost 15,230,973 -
Acquisition of property, plant and equipment (716,399) (992,864)
Proceeds from disposal of property, plant and equipment 9,694 11,193
Decrease (increase) in refundable deposits 55,665 (17,959)
Acquisition of intangible assets (42,627) (40,207)
Increase in other non-current assets (72,090) (7,229)
Net cash flows used in investing activities (4,582,280) (6,150,918)
Cash flows from financing activities:
Decrease in short-term borrowings (996,555) (194,203)
Repayments of long-term borrowings - (483,767)
Repayments of principal of lease liabilities (24,329) (46,392)
Cash dividends paid (1,652,651) (1,542,480)
Other financing activities 639 (4,214)
Net cash flows used in financing activities (2,672,896) (2,271,056)
Effect of exchange rate changes on cash and cash equivalents 56,615 (47,556)
Net (decrease) increase in cash and cash equivalents (3,464,006) 299,325
Cash and cash equivalents at beginning of period 8,156,296 7,856,971
Cash and cash equivalents at end of period $ 4,692,290 8,156,296
  • 30 -

(English Translation of Financial Statements Originally Issued in Chinese)

ARCADYAN TECHNOLOGY CORPORATION

Balance Sheets

December 31, 2025 and 2024

(Expressed in thousand dollars of TWD)

Assets December 31, 2025 December 31, 2024 Liabilities and Equity December 31, 2025 December 31, 2024
Amount % Amount % Amount % Amount %
Current assets: Current liabilities:
1100 Cash and cash equivalents $ 3,478,021 9 6,867,564 20 Short-term borrowings $ 184,700 - 341,300 1
1110 Current financial assets at fair value through profit or loss 4,254 - - - Current financial liabilities at fair value through profit or loss 15,395 - - -
1139 Current financial assets for hedging 13,181 - - - Current financial liabilities for hedging 2,870 - - -
1137 Current financial assets at amortized cost 8,800,000 22 5,103,852 15 Current contract liabilities 1,377,883 4 814,454 2
1170 Accounts receivable, net 5,759,539 15 3,720,150 11 Accounts payable 9,302,292 23 7,508,892 22
1180 Accounts receivable from related parties, net 450,045 1 266,924 1 Accounts payable to related parties 1,737,948 5 884,749 3
1200 Other receivables 151,975 - 1,370,309 4 Other payables (including related parties) 7,467,173 19 6,330,193 18
1210 Other receivables from related parties 531,142 1 1,495,724 4 Current tax liabilities 349,764 1 354,807 1
1310 Inventories, net 13,253,157 34 8,377,765 25 Current provisions 826,277 2 688,721 2
1470 Other current assets 91,963 - 68,848 - Current lease liabilities 10,353 - 11,573 -
32,533,277 82 27,271,136 80 Other current liabilities 1,329,287 3 1,273,592 4
Non-current assets: 22,603,942 57 18,208,281 53
1550 Investments accounted for using equity method 3,349,236 9 3,340,711 10 Non-current liabilities:
1511 Non-current financial assets at fair value through profit or loss 38,614 - 37,965 - 2570 Deferred tax liabilities 63,019 - - -
1517 Non-current financial assets at fair value through other comprehensive income 10,609 - 19,437 - 2640 Non-current lease liabilities 634 - 10,632 -
1600 Property, plant and equipment 2,764,613 7 2,582,557 8 2670 Non-current net defined benefit liability 44,303 - 41,325 -
1755 Right-of-use assets 10,876 - 21,934 - 2670 Other non-current liabilities 33,253 - 91,575 -
1780 Intangible assets 51,059 - 52,147 - 141,209 - 143,532 -
1840 Deferred tax assets 871,677 2 848,853 2 Total liabilities 22,745,151 57 18,351,813 53
1900 Other non-current assets 59,894 - 112,042 - Equity:
7,156,578 18 7,015,646 20 3100 Ordinary shares 2,203,543 6 2,203,543 6
3200 Capital surplus 3,429,455 9 3,651,759 11
3300 Retained earnings 11,249,315 28 9,910,030 29
3410 Exchange differences on translation of foreign financial statements 93,033 - 199,700 1
3420 Unrealized gains (losses) on financial assets at fair value through other comprehensive income (38,891) - (30,063) -
3450 Gains (losses) on hedging instruments 8,249 - - -
Total equity 16,944,704 43 15,934,969 47
Total assets $ 39,689,855 100 34,286,782 100 Total liabilities and equity $ 39,689,855 100 34,286,782 100

(English Translation of Financial Statements Originally Issued in Chinese)

ARCADYAN TECHNOLOGY CORPORATION

Statements of Comprehensive Income

For the years ended December 31, 2025 and 2024

(Expressed in thousand dollars of TWD)

2025 2024
Amount % Amount %
4100 Operating revenue, net $ 48,221,538 100 41,033,218 100
5000 Operating costs 41,328,377 86 34,477,842 84
Gross profit from operations 6,893,161 14 6,555,376 16
5910 Unrealized profit from sales (40,734) - 48,751 -
6,933,895 14 6,506,625 16
Operating expenses:
6100 Selling expenses 536,279 1 570,886 1
6200 Administrative expenses 677,097 1 616,682 2
6300 Research and development expenses 2,921,980 6 2,646,763 6
Total operating expenses 4,135,356 8 3,834,331 9
Net operating income 2,798,539 6 2,672,294 7
Non-operating income and expenses:
7100 Interest income 223,864 - 187,034 -
7230 Foreign exchange gains, net (52,220) - 41,659 -
7375 Share of profit of subsidiaries, associates and joint ventures accounted for using equity method 450,381 1 170,882 -
7010 Other gains and losses 5,827 - 35,023 -
7510 Interest expense (7,113) - (12,628) -
7635 Gains (losses) on financial assets (liabilities) at fair value through profit or loss (1,198) - (28,535) -
Total non-operating income and expenses 619,541 1 393,435 -
Income before tax 3,418,080 7 3,065,729 7
7950 Less: Income tax expenses 641,000 1 579,300 1
Net income 2,777,080 6 2,486,429 6
8300 Other comprehensive income:
8310 Components of other comprehensive income (loss) that will not be reclassified to profit or loss
8311 Gains (losses) on remeasurements of defined benefit plans (6,865) - 30,092 -
8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income (8,828) - (16,005) -
8349 Less: Income tax related to components of other comprehensive income that will not be reclassified to profit or loss (1,373) - 6,018 -
Total components of other comprehensive income (loss) that will not be reclassified to profit or loss (14,320) - 8,069 -
8360 Components of other comprehensive income (loss) that may be reclassified to profit or loss
8361 Exchange differences on translation of foreign financial statements (106,728) - 168,337 -
8368 Gains (losses) on hedging instrument 10,311 - 14,246 -
8380 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that may be reclassified to profit or loss 61 - 1,216 -
8399 Less: Income tax related to components of other comprehensive income that may be reclassified to profit or loss 2,062 - 2,850 -
Total components of other comprehensive income (loss) that may be reclassified to profit or loss (98,418) - 180,949 -
8300 Other comprehensive income (112,738) - 189,018 -
Total comprehensive income $ 2,664,342 6 2,675,447 6
Earnings per share (TWD)
9750 Basic earnings per share (TWD) $ 12.60 11.28
9850 Diluted earnings per share (TWD) $ 12.43 11.14
  • 32 -

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
ARCADYAN TECHNOLOGY CORPORATION
Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in thousand dollars of TWD)

Ordinary shares Capital surplus Retained earnings Total other equity interest Total equity
Legal reserve Special reserve Unappropriated retained earnings Total retained earnings Exchange differences on translation of foreign financial statements Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income Gains (losses) on hedging instruments Total other equity interest
Balance at January 1, 2024 $ 2,203,543 3,872,335 1,534,292 2,213 7,185,148 8,721,653 30,147 (14,058) (11,396) 4,693 14,802,224
Net income for the year ended December 31, 2024 - - - - 2,486,429 2,486,429 - - - - 2,486,429
Other comprehensive income for the year ended December 31, 2024 - - - - 24,074 24,074 169,553 (16,005) 11,396 164,944 189,018
Total comprehensive income for the year ended December 31, 2024 - - - - 2,510,503 2,510,503 169,553 (16,005) 11,396 164,944 2,675,447
Appropriation and distribution of retained earnings:
Legal reserve appropriated - - 241,942 - (241,942) - - - - - -
Special reserve reversed - - - (2,213) 2,213 - - - - - -
Cash dividends of ordinary shares - - - - (1,322,126) (1,322,126) - - - - (1,322,126)
Cash dividends from capital surplus - (220,354) - - - - - - - - (220,354)
Changes in equity of subsidiaries and associates accounted for using equity method - (222) - - - - - - - - (222)
Balance at December 31, 2024 2,203,543 3,651,759 1,776,234 - 8,133,796 9,910,030 199,700 (30,063) - 169,637 15,934,969
Net income for the year ended December 31, 2025 - - - - 2,777,080 2,777,080 - - - - 2,777,080
Other comprehensive income for the year ended December 31, 2025 - - - - (5,492) (5,492) (106,667) (8,828) 8,249 (107,246) (112,738)
Total comprehensive income for the year ended December 31, 2025 - - - - 2,771,588 2,771,588 (106,667) (8,828) 8,249 (107,246) 2,664,342
Appropriation and distribution of retained earnings:
Legal reserve appropriated - - 251,051 - (251,051) - - - - - -
Cash dividends of ordinary shares - - - - (1,432,303) (1,432,303) - - - - (1,432,303)
Cash dividends from capital surplus - (220,354) - - - - - - - - (220,354)
Changes in equity of subsidiaries and associates accounted for using equity method - (1,950) - - - - - - - - (1,950)
Balance at December 31, 2025 $ 2,203,543 3,429,455 2,027,285 - 9,222,030 11,249,315 93,033 (38,891) 8,249 62,391 16,944,704
  • 33 -

(English Translation of Financial Statements Originally Issued in Chinese)

ARCADYAN TECHNOLOGY CORPORATION

Statements of Cash Flows

For the years ended December 31, 2025 and 2024

(Expressed in thousand dollars of TWD)

2025 2024
Cash flows from operating activities:
Income before tax $ 3,418,080 3,065,729
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense 219,809 215,277
Amortization expense 43,715 53,681
Reversal of expected credit impairment (5,165) (14,315)
Interest expense 7,113 12,628
Interest income (223,864) (187,034)
Net losses (gains) on financial assets or liabilities at fair value through profit or loss 1,198 (300)
Share of loss of subsidiaries, associates and joint ventures accounted for using equity method (450,381) (170,882)
Unrealized (losses) gains on sales and others (40,405) 48,619
Total adjustments to reconcile profit (loss) (447,980) (42,326)
Changes in operating assets and liabilities:
Decrease in financial assets or liabilities at fair value through profit or loss 6,731 32,805
(Increase) decrease in accounts receivable (2,039,239) 1,433,838
(Increase) decrease in accounts receivable – related parties (183,121) 3,528,263
Decrease (increase) in other receivables (including related parties) 2,166,756 (490,251)
(Increase) decrease in inventories (4,875,392) 2,879,838
Increase in other current assets (23,115) (61,973)
Increase in current contract liabilities 563,429 463,227
Increase (decrease) in accounts payable (including related parties) 2,646,599 (2,778,717)
Increase in other payables and other current liabilities 1,335,828 1,180,840
Decrease in other operating liabilities (3,887) (2,234)
Total changes in operating assets and liabilities (405,411) 6,185,636
Total adjustments (853,391) 6,143,310
Cash inflow generated from operations 2,564,689 9,209,039
Interest received 238,355 169,579
Dividends received - 10,447
Interest paid (7,178) (15,155)
Income taxes paid (606,537) (1,201,178)
Net cash flows from operating activities 2,189,329 8,172,732
Cash flows from investing activities:
Proceeds from capital reduction of financial assets at fair value through profit or loss 2,563 -
Acquisition of financial assets at amortized cost (18,600,000) (5,103,852)
Proceeds from disposal of financial assets at amortised cost 14,903,852 -
Acquisition of investments accounted for using equity method (2,008) (61,268)
Proceeds from capital reduction of investments accounted for using equity method 325,665 -
Acquisition of property, plant and equipment (397,424) (717,093)
Proceeds from disposal of property, plant and equipment 1,457 1,003
Acquisition of intangible assets (42,627) (40,207)
Decrease (increase) in other non-current assets 52,148 (17,346)
Net cash flows used in investing activities (3,756,374) (5,938,763)
Cash flows from financing activities:
Decrease in short-term borrowings (156,600) (610,555)
Cash dividends paid (1,652,651) (1,542,480)
Repayment of principal of lease liabilities (11,925) (14,504)
Other financing activities (1,322) 1,830
Net cash flows used in financing activities (1,822,498) (2,165,709)
Net (decrease) increase in cash and cash equivalents for the period (3,389,543) 68,260
Cash and cash equivalents at beginning of period 6,867,564 6,799,304
Cash and cash equivalents at end of period $ 3,478,021 6,867,564
  • 34 -

Item 2

Proposed by the Board of Directors

Subject: To ratify the earnings distribution of 2025.

Explanatory Notes:

  1. The 2025 earnings are planned to be distributed to shareholders after deducting statutory reserves or other required allocations in accordance with laws or regulations requested by the authorities from the 2025 after-tax net income.

  2. 2025 Earnings Distribution Proposal (please refer to page 36), which has been examined by the Audit Committee and adopted by a resolution of the Board of Directors, is attached for ratification.

Resolution:

  • 35 -

Arcadyan Technology Corporation
2025 Earnings Distribution Proposal
Unit: NT$

Item Amount
Unappropriated retained earnings in the beginning of the period 6,450,442,396
Add: Net income of 2025 2,777,080,370
Less: Other comprehensive income of 2025 – Remeasurement of defined benefit plans (5,492,000)
Less: Appropriation of legal reserve (277,158,837)
Retained earnings available for distribution 8,944,871,929
Less: Dividends to shareholders (cash dividend of NT$8.0 per share) (1,762,834,568)
Unappropriated retained earnings as of the end of the period 7,182,037,361

Chairman of the Board: Jui-Tsung Chen

Chief Executive Officer: Chao-Peng Tseng

Chief Accounting Officer: Shih-Wei Huang

  • 36 -

Item 3

Proposed by the Board of Directors

Subject: To approve the release of non-competition restrictions for newly elected directors of the Company.

Explanatory Notes:

  1. As the Company’s newly elected directors may invest in or operate a business which is identical to or similar to the business scope of the Company, without prejudice to any interest of the Company, it is proposed to approve the release of non-competition restrictions for these directors in accordance with Article 209 of the Company Act.

  2. Information of the newly elected directors and independent directors who currently serve in a position of other companies is shown in the table (please refer to page 38 to 42). To approve the release of non-competition restrictions for directors.

Resolution:

  • 37 -

  • 38 -

Arcadyan Technology Corporation

Information of Directors and Independent Directors Candidates Concurrently Holding Positions in Other Companies

The Company Other companies with concurrent positions
Position Name Position Company
Director Jui-Tsung Chen Chairman Compal Electronics, Inc., Ripal Optotronics Co., Ltd., UniCore Biomedical Co., Ltd., Aco Healthcare Co., Ltd., ARCE Therapeutics, Inc., Kinpo & Compal Group Assets Development Corporation, Palcom International Corporation, Fusionite Corporation, General Life Biotechnology Co., Ltd., Ray-Kwong Medical Management Consulting Co., Ltd., River Regeneration and Rejuvenation Biotechnology Co. Ltd., Raypal Biomedical Co., Ltd., Gempal Technology Corp., Panpal Technology Corp., Hong Jin Investment Co., Ltd., Hong Ji Capital Co., Ltd., Compal Optoelectronics (Kunshan) Co., Ltd., Compal Investment (Jiangsu) Co., Ltd., Compal System Trading (Kunshan) Co., Ltd., Compal Information Technology (Kunshan) Co., Ltd., Compal Display Electronics (Kunshan) Co., Ltd., Compal Information (Kunshan) Co., Ltd., Compal Electronics Technology (Kunshan) Co., Ltd., Compal Electronics (ChongQing) Co., Ltd., Compal Electronics, (China) Co., Ltd., Compal Digital Technology (Kunshan) Co., Ltd., Kunshan Botai Electronics Co., Ltd., Compal Smart Device (Chongqing) Co., Ltd., Compal Smart Device India Private Limited

The Company Other companies with concurrent positions
Position Name Position Company
Director Compal Broadband Networks, Inc., Compal Ruifang Health Assets Development Corporation, Kinpo Group Management Consultant Company, Mactech Co., Ltd., UNICOM GLOBAL, INC., HengHao Technology Co. Ltd., Phoenix Innovation Venture Capital Co., Ltd., Compal Management (Chengdu) Co., Ltd., Compal Investment (Sichuan) Co., Ltd., Compal Electronics (Chengdu) Co., Ltd., Compal Networking (Kunshan) Co., Ltd., Arcadyan Holding (BVI) Corp., Arch Holding (BVI) Corp., Ascendant Private Equity Investment Ltd., Big Chance International Co., Ltd., Billion Sea Holdings Ltd., Bizcom Electronics, Inc., Center Mind International Co., Ltd., Compal Americas (US) Inc., Compal Display Holding (HK) Limited, Compal Electronics (Holding) Ltd., Compal Electronics International Ltd., Compal Electronics N.A. Inc., Compal International Holding Co., Ltd., Compal International Holding (HK) Limited, Compal International Ltd., Compal Rayonnant Holdings Ltd., Compal USA (Indiana), Inc., Compal Wise Electronic (Vietnam) Co., Ltd., Compalead Electronics B.V., Core Profit Holdings Limited, Etrade Management Co., Ltd., Flight Global Holding Inc., Forever Young Technology Inc., Fortune Way Technology Corp., Giant Rank Trading Limited, Goal Reach Enterprises Ltd., HengHao Holdings A Co., Ltd., HengHao Holdings B Co., Ltd., High Shine Industrial Corp., Intelligent Universal Enterprise Ltd., Jenpal international Ltd., Just International Ltd., Prisco International Co., Ltd., Prospect Fortune Group Ltd., Sinoprime Global Inc., Smart International Trading Ltd., Wah Yuen Technology Holding Ltd., Webtek Technology Co., Ltd., Compal (Vietnam) Co., Ltd., Compal Development & Management (Vietnam) Co., Ltd., Chengdian Culture and Education Foundation
Independent Director Powertech Technology Inc.
Executive Director Compower Global Service Co., Ltd.
President and CEO Compal Electronics (Vietnam) Co., Ltd.
Director Institute for Biotechnology and Medicine Industry
  • 39 -

The Company Other companies with concurrent positions
Position Name Position Company
Director Sheng-Hua Peng Chairman Compal Healthcare and Technology Ltd., Compal Ruifang Health Assets Development Corporation, HippoScreen Neurotech Corp., Shennona Co., Ltd., Compal Wireless Communications (Nanjing) Co., Ltd., Compal Digital Communications (Nanjing) Co., Ltd., HANHELT Communications (Nanjing) Co., Ltd., Compal Communications (Nanjing) Co., Ltd.
Director Compal Electronics, Inc., Ripal Optotronics Co., Ltd., UniCore Biomedical Co., Ltd., Aco Healthcare Co., Ltd., Kinpo Group Management Consultant Company, Kinpo & Compal Group Assets Development Corporation, Palcom International Corporation, Infinno Technology Corp., Mactech Co., Ltd., Gempal Technology Corp., Hong Jin Investment Co., Ltd., Hong Ji Capital Co., Ltd., Compal Optoelectronics (Kunshan) Co., Ltd., Compal Investment (Jiangsu) Co., Ltd., Compal Display Electronics (Kunshan) Co., Ltd., Compal Electronics, (China) Co., Ltd., Compal Smart Device (Chongqing) Co., Ltd., Bizcom Electronics, Inc., Compal Smart Device India Private Limited, Shennona Corporation
Supervisor General Life Biotechnology Co., Ltd.
President Palcom International Corporation, Compal Investment (Jiangsu) Co., Ltd., Compal Display Electronics (Kunshan) Co., Ltd., HANHELT Communications (Nanjing) Co. Ltd., Compal Smart Device (Chongqing) Co. Ltd.
Executive Vice President Compal Electronics, Inc.
Branch Manger Compal Electronics, Inc. Kaohsiung Branch
  • 40 -

The Company Other companies with concurrent positions
Position Name Position Company
Director Cheng-Chiang Wang Director Allied Circuit Co., Ltd., Poindus Systems Corp., UniCore Biomedical Co., Ltd., Palcom International Corporation, Infinno Technology Corp., Mactech Co., Ltd., Gempal Technology Corp., Panpal Technology Corp., Zhi-Bao Technology Corporation, Hong Jin Investment Co., Ltd., Hong Ji Capital Co., Ltd., Phoenix Innovation Venture Capital Co., Ltd., Compal Wireless Communications (Nanjing) Co., Ltd., Compal Digital Communications (Nanjing) Co., Ltd., Compal Communications (Nanjing) Co., Ltd., Rayonnant Technology (Taicang) Co., Ltd., Big Chance International Co., Ltd., Center Mind International Co., Ltd., Compal Electronics (Holding) Ltd., Compal Electronics India Private Limited, Compal International Holding Co., Ltd., Compal International Holding (HK) Limited, Compal Poland Sp. z o. o (CPL), Compal Rayonnant Holdings Ltd., Flight Global Holding Inc., Fortune Way Technology Corp., Jenpal international Ltd., Prisco International Co., Ltd., Prospect Fortune Group Ltd., Shennona Corporation, Genki Compal Long-Term Care Corporation Aggregate, Crownpo Technology Inc.
Supervisor Compal Ruifang Health Assets Development Corporation, HippoScreen Neurotech Corp., Kinpo & Compal Group Assets Development Corporation, Fusionite Corporation, UNICOM GLOBAL, INC., HengHao Technology Co. Ltd., Compal Optoelectronics (Kunshan) Co., Ltd., Compal Investment (Jiangsu) Co., Ltd., Compal System Trading (Kunshan) Co. Ltd., Compal Information Technology (Kunshan) Co., Ltd., Compal Display Electronics (Kunshan) Co., Ltd., Compal Information (Kunshan) Co., Ltd., Compal Electronics Technology (Kunshan) Co., Ltd., Compal Electronics (ChongQing) Co., Ltd., Compal Electronics, (China) Co., Ltd., Compal Digital Technology (Kunshan) Co., Ltd., Kunshan Botai Electronics Co., Ltd., Compal Smart Device (Chongqing) Co., Ltd., FIPOLL Electronics (Chongqing) Co., Ltd., Henghao Optoelectronics Technology (ZheJiang) Co., LTD., Compower Global Service Co., Ltd.
President Gempal Technology Corp., Panpal Technology Corp., Hong Jin Investment Co., Ltd., Hong Ji Capital Co., Ltd.
Vice President Compal Electronics, Inc.
  • 41 -

The Company Other companies with concurrent positions
Position Name Position Company
Director Chung-Pao Liu Director Zhi-Bao Technology Corporation, Arcadyan Technology (Shanghai) Corp., Tatung Home Appliances (WuJiang) Co., Ltd.
President Arcadyan Technology (Shanghai) Corp., Compal Networking (Kunshan) Co., Ltd., Tatung Home Appliances (WuJiang) Co., Ltd.
Director Chao-Peng Tseng Chairman Zhi-Bao Technology Corporation, Arcadyan Technology (Shanghai) Corp., Arcadyan Technology (Vietnam) Co., Ltd.
Director Tatung Technology Inc., Compal Networking (Kunshan) Co., Ltd., Tatung Home Appliances (WuJiang) Co., Ltd., Arcadyan Holding (BVI) Corp., Arcadyan Technology Australia Pty Ltd, Arcadyan Technology Corporation Korea, Arcadyan Technology Limited, Arch Holding (BVI) Corp., Sinoprime Global Inc., Exquisite Electronic Co., Ltd., Quest International Group Co., Ltd.
President Arcadyan Technology Corporation, Zhi-Bao Technology Corporation, Arcadyan Technology (Vietnam) Co., Ltd.
Manager Arcadyan Germany Technology GmbH
Director Cheng-Hua Sun Director Mega Bills Finance Co., Ltd.
Independent Director Min-Chih Hsuan Chairman Hukui Biotechnology Co., Ltd., Maxima Capital II Venture Capital Corp., Taiwan Cultural & Creative No.1 Investment Co., Ltd., Fusionvax, Inc., Life Pioneer Investment Co., Ltd., Zhi Cheng Design Co., Ltd., Orilitia Biopharma Limited
Director Clientron Corp., Meridigen Biotech Co., Ltd., SIPP Technology Corporation, Htsensortek Co., Ltd.
Independent Director Yung-Ta Hsieh Chairman Greatek Electronics Inc., Terapower Technology Inc., Get-Team Tech Corporation
Director Powertech Technology Inc., PTI Education Foundation, Tera Probe, Inc.
CEO Powertech Technology Inc.
Independent Director Wen-An Yang Chairman Durbun Financial Advisory, Inc., Durbun Digital Solutions, Inc.
Director Lien Chang Electronic Enterprise Co., Ltd.
President Durbun Accounting Firm
Independent Director E&E Recycling, Inc., Kuen Ling Machinery Refrigerating Corporation
Chairman Yi-Tong International Co., Ltd.
Independent Director Yi-Tong Sun Chairman Yi-Tong International Co., Ltd., Yatung Technology Co., Ltd.
Director Yi-Tong International Co., Ltd., Yatung Technology Co., Ltd., Yatung Technology Co., Ltd.
Chairman Yi-Tong International Co., Ltd., Yatung Technology Co., Ltd.
Chairman Yi-Tong International Co., Ltd., Yatung Technology Co., Ltd.

Extraordinary Motions


Extraordinary Motions

  • 43 -

Appendix


Appendix 1

Arcadyan Technology Corporation
Rules of Procedure for Shareholders Meetings

Article 1
The shareholders meeting shall be conducted in accordance with the Rules of Procedure.

Article 2
The rules of procedures for the Company’s shareholders meetings, except as otherwise provided by law, regulations, or the Articles of Incorporation, shall be as provided in these Rules.

Unless otherwise provided in the Regulations Governing the Administration of Shareholder Services of Public Companies, a company that will convene a shareholders meeting with video conferencing shall expressly provide for such meetings in its Articles of Incorporation and obtain a resolution of its Board of Directors. If the Company will convene a virtual-only shareholders meeting, it shall obtain approval by a majority vote of the directors in attendance at a Board of Directors meeting attended by two-thirds or more of the directors.

Article 3
The “shareholders” stated in the Rules of Procedure for Shareholders Meetings refers to shareholders and their proxies.

Article 4
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 shall begin no earlier than 9 a.m. and no later than 3 p.m.

The restrictions on the place of the meeting shall not apply when this Company convenes a virtual-only shareholders meeting.

To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online should be specified.

Changes to how the Company convenes its shareholders meeting shall be resolved by the Board of Directors, and shall be made no later than mailing of the shareholders meeting notice.

Article 5
The Company shall furnish the attending shareholders, solicitors and their proxies (collectively, “shareholders”) with an attendance book to sign, or attending shareholders (or the proxy) may hand in a sign-in card in lieu of signing in. Those who hand over the sign-in card to the Company may be deemed to be the shareholders or proxies represented in the sing-in card, and sign-in procedures shall be handled in accordance with the Rules of Procedure for Shareholders Meetings.

In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with the Company two days before the meeting date.

For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.

  • 44 -

In the event of a virtual shareholders meeting, the Company shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

Article 6 If a shareholders meeting is convened by the Board of Directors, the meeting shall be chaired by the chairman of the board. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, the vice chairman shall act in place of the chairman; if there is no vice chairman or the vice chairman also is on leave or for any reason unable to exercise the powers, the chairman shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairman does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

It is advisable that shareholders meetings convened by the Board of Directors be attended by a majority of the directors.

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 Company shall make an uninterrupted audio and video recording of the proceedings of the shareholders meeting which 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.

Where a shareholders meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.

The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.

Article 8 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, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically. If a shareholder proposes to count the number of attending shareholders and is rejected by the chairman, the proposal that has been put to a vote shall be deemed passed when the number of voters have reached the legal limit.

  • 45 -

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 such postponements less than two times, with a combined period of postponement less than one hour, shall 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. In the event of a virtual shareholders meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.

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 one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 5.

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 9 If a shareholders meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The meeting shall proceed in the order set by the agenda, which shall 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 shall 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.

  • 46 -

Article 10 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.

Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.

Article 11 Voting at a shareholders meeting shall be calculated based on the number of shares.

With respect to resolutions of shareholders meetings, 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

  • 47 -

shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 12 A shareholder shall be entitled to one vote for each share held, except when the shares are restricted to the shares under Article 179, paragraph 2 of the Company Act.

Except as otherwise provided in the Company Act and in 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 announce the total number of voting rights represented by the attending shareholders.

If the chair puts the proposal before all shareholders present at the meeting and none voices an objection, the matter is deemed approved, with equivalent force as a resolution by vote. If there is an objection following an inquiry by the chair, the proposal shall be brought to a vote. Except for the proposals listed in the meeting agenda, other proposals or an amendment or an alternative to the original proposals must be seconded by other shareholders.

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 shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting shall be announced on-site at the meeting, and a record made of the vote.

For the resolution method, when the chair puts the proposal before all shareholders present at the meeting and none voices an objection, the proposal shall be specified as having “unanimous consent of all shareholders present at the meeting upon inquiry by the chair”. However, any objection shall specify the voting method, as well as the number of votes and weighting for the passing the proposal.

When the Company convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.

  • 48 -

When the Company convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 5 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.

When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

Article 13 The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately.

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 1 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 14 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 this 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 15 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.

  • 49 -

Article 16 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 meeting minutes may be produced and distributed in electronic form.

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 voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company.

Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair’s and secretary’s name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.

When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online.

In the event of a virtual shareholders meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.

Article 17 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, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

During the Company’s virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.

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Article 18 In the event of a virtual shareholders meeting, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.

Article 19 The Rules and any amendments hereto shall be implemented after adoption by shareholders meetings. These Rules were formulated on April 10, 2006. The 1st amendment was made on June 22, 2012. The 2nd amendment was made on June 15, 2023.

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Appendix 2

Arcadyan Technology Corporation
Articles of Incorporation

Chapter 1 General Provisions

Article 1 The Company is organized under the Company Act and is named as Arcadyan Technology Corporation.

Article 2 The Company’s scope of businesses are as follows:

  1. CC01070 Telecommunication equipment and apparatus manufacturing.
  2. CC01080 Electronic parts and components manufacturing.
  3. CC01101 Restrained telecom radio frequency equipment and materials manufacturing (limited to radio transceivers, radio receivers, radio transmitters, radiative motors for industrial science and medical purposes, and other motors that produce radio waves).
  4. F401021 Restrained telecom radio frequency equipment and materials import (limited to radio transceivers, radio receivers, radio transmitters, radiant motors for industrial science and medical use, and other motors that produce radio waves).

[Research, development, design, manufacture and sale of the following products:

  1. Wireless LAN.
  2. Bluetooth wireless transmission.
  3. Multimedia Gateway for Digital Home and Mobile Office.
  4. Wireless audio/ video.
  5. Integrated Digital Home online games.]

Article 3 The Company may be a shareholder of limited liability in another company. The total amount of its investments in such other companies may exceed forty percent of the amount of its own paid-up capital.

Article 4 The Company may provide guarantees to other companies to meet business needs.

Article 5 The Company’s head office is located in Hsinchu City, and may establish domestic and foreign subsidiaries or branches or offices when necessary by resolution of the board of directors and the approval of the competent authority.

Article 6 The Company’s public announcements shall be published in accordance with Article 28 of the Company Act.

Chapter 2 Shareholding

Article 7 The Company’s total registered capital of NT$3 billion is being divided into 300 million common shares, with par value NT$10 per share, which may be issued in installments. Unissued shares are authorized to be issued by the board of directors in installments.

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NT$400 million is retained from the total amount of registered capital in the preceding paragraph, with a total of 40 million shares for stock warrants, preferred shares with warrants, and corporate bonds with equity warrants, which may be issued in installments by resolution of the board of directors meeting.

Article 7-1 Employees of parents or subsidiaries of the Company meeting certain specific requirements, are entitled to receive or be transferred stocks from employee stock warrants, employee new shares subscription right, or restricted employee shares which the Company issue or buy back by laws or regulations.

Article 8 The Company’s registered share certificates shall be affixed with the signatures or personal seals of the director representing the Company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance thereof.

The Company may be exempted from printing any share certificate for the shares issued, and shall register the issued shares with a centralized securities depository enterprise.

Article 9 The share transfer registration shall be suspended by the Company within 60 days prior to the convening date of a regular shareholders’ meeting, within 30 days prior to the convening date of a special shareholders’ meeting, or within 5 days prior to the target date fixed by the Company for distribution of dividends, bonuses, or other benefits.

Article 10 The Company’s stock transactions are handled in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” issued by the competent authority.

Chapter 3 Shareholders’ Meeting

Article 11 Shareholders’ meeting shall be of two kinds: The regular meeting of shareholders, to be held at least once every year, and the special meeting of shareholders, to be held when necessary, both shall be convened in accordance with relevant laws and regulations.

When the Company convenes a shareholders meeting, it can be held by means of video conferencing or other methods promulgated by the central competent authority.

The prerequisites, procedures, and other compliance matters to be complied with for a video conferencing meeting shall be handled in accordance with the relevant regulations of the securities regulatory authority.

Article 12 The notice to convene a regular meeting of shareholders and special meeting of shareholders shall be given to each shareholder in accordance to Article 172 of the Company Act.

Article 12-1 If a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired by the chairman of the board. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, the chairman

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shall appoint one of the directors to act as chair. Where the chairman does not make such a designation, the directors shall select from among themselves one person to serve as chair. 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.

Article 13 A shareholder who cannot attend a shareholders’ meeting may appoint a proxy to attend the meeting on his/her behalf by signing a power of attorney printed by the Company with signature or seal, stating therein the scope of power authorized to the proxy. Except as otherwise specified in the provisions of Article 177 of the Company Act and Article 25-1 of the Securities and Exchange Act, the attendance of shareholder proxy shall be in accordance with the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” prescribed by the competent authority.

Article 14 A shareholder shall have one voting right in respect of each share in his/her possession, but the shares shall have no voting power under any of the circumstances in the 2nd paragraph of Article 179 in the Company Act.

Article 15 Resolutions at a shareholders’ meeting shall be adopted by a majority vote of the shareholders or proxies present, who represent more than one-half of the total number of voting shares, unless there are higher standards specified in the Article of Incorporation, such higher standards shall prevail.

Article 16 The following shall be determined by the shareholders’ meeting:

  1. Amendment of the Company’s Articles of Incorporation.
  2. Alteration of the scope of business undertaken by the Company.
  3. Reorganization or dissolution of the Company.
  4. Other powers granted under the Company Act or relevant laws and regulations.

Chapter 4 Directors and the Functional Committee

Article 17 The board of directors of the Company shall have 7 to 11 directors. The candidate nomination system shall be adopted for the election of directors, and candidates shall be elected by the shareholders’ meeting from among the nominees listed in the roster of director candidates. The directors shall include not less than two independent director members, and not less than one-fifth of the director seats shall be held by independent directors.

The Company shall purchase and maintain liability insurance for all directors with respect to their legally required liabilities for damages arising from their performance of duties during the term of office.

The term of office of a director is three years; but he/she may be eligible for re-election. Independent directors may be re-elected according to relevant laws and regulations.

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In the process of electing directors at a shareholders’ meeting, the number of votes exercisable in respect of one share shall be the same as the number of directors to be elected, and the total number of votes per share may be consolidated for election of one candidate or may be split for election of two or more candidates. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed a director elect.

Article 17-1 For the purpose of developing supervisory functions and strengthening management mechanisms, the board of directors may set up functional committees, of which the organic regulations shall be stipulated in accordance with relevant laws and regulations as well as the Company’s provisions.

Article 17-2 The Company’s Audit Committee shall be composed of the entire number of independent directors in accordance with Article 14-4 of the Securities and Exchange Act.

The exercise of power by Audit Committee and related matters shall be set forth in accordance with laws, regulations, and the Articles of Incorporation.

Article 18 The board of directors shall be organized by the directors, and the chairman of the board of directors shall be elected from among the directors by a majority vote at a meeting attended by over two-thirds of the directors. The chairman of the board of directors shall internally preside the shareholders’ meeting, the meeting of the board of directors; and shall externally represent the Company. In case the chairman of the board of directors is on leave or absent or cannot exercise his power and authority for any cause, the proxy shall act on his behalf in accordance with Article 208 of the Company Act.

Article 19 Except as otherwise provided by laws or regulations, meetings of the board of directors shall be convened by the chairman of the board of directors. In calling a meeting of the board of directors, a notice shall be given to each director no later than 7 days prior to the scheduled meeting date. In the case of emergency, a meeting of the board of directors may be convened at any time. The board of directors meeting notice shall specify the time, place, and causes of the meeting. The board of directors meeting notice may be given via written mail, e-mail, or facsimile.

Article 20 The director shall attend the meeting of the board of directors in person. If attendance in person is not possible, the director may appoint another director to attend a meeting of the board of directors in his behalf, he shall, in each time, issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. A proxy under the previous paragraph may accept a proxy from one person only. Except as otherwise specified in the Company Act, each director shall have one vote. Except as otherwise stated in the laws and regulations, a resolution on a matter at a board of directors meeting requires the approval of a majority of the directors present at the meeting that shall be attended by a majority of all directors. In case a meeting of the board of directors is proceeded via visual communication network, then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.

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Article 21 Except where otherwise provided by the Company Act or the Articles of Incorporation, the power and authority of the board of directors include:

  1. Make the business plan.
  2. Propose earnings distribution or loss make-up proposal.
  3. Propose to increase or decrease capital.
  4. Formulate important provisions and contracts.
  5. Appoint and remove of managers of the Company.
  6. Establish or close a branch or representative office.
  7. Examine the acquisition and disposal of real estate and investment.
  8. Examine budget and final account.
  9. Other powers granted under the Company Act or relevant laws and regulations.

Article 22 Remuneration of the board of directors who conduct the Company’s business shall be paid irrespective of whether the Company operates at a profit or loss. The remuneration of all directors is proposed by the Remuneration Committee and determined by the board of directors, based on their participation and contribution to the Company’s operations and benchmarks in the same industry.

Article 23 (Deleted)

Chapter 5 Managerial personnel

Article 24 The Company may have managerial personnel. Appointment, discharge and the remuneration of the managerial personnel shall be decided in accordance with Article 29 of the Company Act.

Chapter 6 Accounting

Article 25 The Company’s fiscal year begins on January 1 and ends on December 31.

Article 26 Upon close of each fiscal year, the directors shall prepare the following statements and records to be submitted to the shareholders’ meeting for approval in accordance with the procedure prescribed by law:

  1. Business report.
  2. Financial statements.
  3. Surplus earnings distribution or loss make-up proposal.

The aforementioned surplus earning distribution proposal, including dividends and bonuses paid in cash, shall be distributed in accordance with the Articles of Incorporation by resolution of the board of directors, and reported to the shareholders’ meeting but require no resolution of a shareholders’ meeting.

Article 27 If the Company made a profit in a fiscal year, shall reserve no less than 5% for employee's compensation (with no less than 5% of this amount designated for non-executive employees), and no more than 2% for remuneration of directors from the Company’s pre-tax profit prior to the deduction of employee’s compensation and

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directors remuneration. In the event that the Company has accumulated losses, the Company shall reserve an amount to cover the losses. Employees of the Company’s subsidiaries meeting certain specific requirements are entitled to receive the employee’s compensation. The qualifications and distribution methods shall be prescribed by the board of directors.

Article 27-1 If the Company make a profit in a fiscal year, after all taxes and dues have been paid and losses have been covered, shall set aside ten percent of profits as a legal reserve (however when the legal reserve amounts to the total paid-in capital, this shall not apply.) set aside a special reserve in accordance with relevant laws and regulations, and then an appropriate amount shall be retained by the board of directors as basis for proposing a distribution plan according to the Company’s operating status, which should be resolved in accordance with Item 2 of Article 27-1, and Article 26 of the Company’s Articles of Incorporation.

The Company authorizes the board of directors to distribute dividends, bonuses, capital reserve, or legal reserve in whole or in part in the form of cash, after a resolution adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors, and shall report it to the shareholders’ meeting.

The Company’s distribution plan follows the principle of stable dividend policy considering factors such as the operating environment, operating performance, and financial structure. If the Company made a profit in the fiscal year, dividends and bonuses shall be no less than thirty percent of net profit after-tax. Cash dividends shall be no less than ten percent of the total dividends distributed to shareholders.

Chapter 7 Supplementary Provisions

Article 28 Matters not set out in the Articles of Incorporation shall be governed in accordance with the Company Act and relevant laws and regulations.

Article 29 The Company’s Articles of Incorporation was formulated on April 29, 2003 by consent of all of the promoters. The 1st amendment was made on May 10, 2003. The 2nd amendment was made on June 16, 2003. The 3rd amendment was made on April 10, 2006. The 4th amendment was made on July 31, 2006. The 5th amendment was made on October 12, 2006. The 6th amendment was made on September 14, 2007. The 7th amendment was made on June 13, 2008. The 8th amendment was made on June 25, 2010. The 9th amendment was made on June 22, 2012. The 10th amendment was made on June 25, 2013. The 11th amendment was made on June 28, 2016. The 12th amendment was made on June 25, 2019. The 13th amendment was made on June 15, 2023. The 14th amendment was made on May 30, 2024. The 15th amendment was made on May 28, 2025.

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Appendix 3

Arcadyan Technology Corporation
Procedures for Election of Directors

Article 1 Elections of directors shall be conducted in accordance with these Procedures.

Article 2 The candidate nomination system shall be adopted for the election of directors by the shareholders meeting from among the persons with disposing capacity. The cumulative voting method shall be used for the election the Company. The number of votes exercisable in respect of one share shall be the same as the number of directors to be elected, and the total number of votes per share may be consolidated for election of one candidate or may be split for election of two or more candidates. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed a director or an independent director elect. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

Article 3 The candidate nomination system shall be adopted for the election of independent directors. The Board of Directors or shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of the Company may nominate the next election of independent directors with the Company Act and relevant laws and regulations. The Company shall, prior to the share transfer suspension date dedicated before the meeting date of a Shareholders Meeting, announce in a public notice, the period for accepting the nomination of independent director candidates, the quota of independent directors to be elected, the place designated for accepting the roster of independent director candidates nominated, and other necessary matters. The qualifications for the independent directors of the Company shall comply with relevant laws and regulations.

Article 4 Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel.

Article 5 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 chair drawing lots on behalf of any person not in attendance.

Article 6 The ballot boxes shall be prepared by the Board of Directors and publicly checked by the vote monitoring personnel before voting commences.

Article 7 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.

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Article 8 A ballot is invalid under any of the following circumstances, and the weights in the election vote shall not be counted under the candidate:

  1. The ballot was not prepared in accordance with this election procedure.
  2. Two or more candidates are selected in the same ballot.
  3. Ballot is not placed in the ballot box or a blank ballot is placed in the ballot box.
  4. Other words or marks are entered in addition to the candidate's account name.
  5. The writing is unclear and indecipherable or has been altered.

Article 9 The voting rights shall be calculated by the vote monitoring personnel on site immediately after the end of the poll, and the results of the calculation shall be announced by the chair on the site.

Article 10 The Board of Directors of the Company shall issue notifications to the persons elected as directors.

Article 11 Matters not provided for herein shall be governed by the Company Act, the Company's Articles of Incorporation, Rules of Procedure for Shareholders Meetings, and relevant laws and regulations.

Article 12 The Procedures, and any amendments hereto, shall be implemented after the approval by a Shareholders Meeting. The Procedures are formulated on April 10, 2006. The 1st amendment was made on June 22, 2012. The 2nd amendment was made on June 28, 2016. The 3rd amendment was made on May 30, 2024.

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Appendix 4

Arcadyan Technology Corporation

Shareholding of Directors

Book-closure date: March 29, 2026

Position Name Number of shares %
Chairman Compal Electronics, Inc.
Representative: Jui-Tsung Chen 41,304,504 18.74
Director Compal Electronics, Inc.
Representative: Sheng-Hua Peng
Director Compal Electronics, Inc.
Representative: Cheng-Chiang Wang
Director Compal Electronics, Inc.
Representative: Chung-Pao Liu
Director Chao-Peng Tseng 162,669 0.07
Director Cheng-Hua Sun 0 0
Independent Director Ing-Jen Lee 0 0
Independent Director Ching-Chang Wen 0 0
Independent Director Wen-An Yang 0 0
Total 41,467,173 18.81

Note 1: According to the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies,” when the paid-in capital of a company exceeds NT$2 billion but less than NT$4 billion and two or more independent directors are elected, the legally required aggregate number of shares held by all directors shall be as follows: not less than 8,814,173 shares (220,354,321 shares * 5% * 80%) shall be held by all directors.

Note 2: The Company has established an Audit Committee, so the number of shares legally required to be held by supervisors is not applicable.

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Appendix 5

Other Matters for Explanation:

Acceptance of proposals submitted by shareholders and receiving nomination of candidate of the director at this Annual General Shareholders Meeting:

  1. In accordance with Article 172-1 of the Company Act, a shareholder who holds 1% or more of the total number of outstanding shares may propose to the Company a proposal for discussion at a General Shareholders Meeting. The number of proposal is limited to one and the number of words of a proposal is limited to not more than three hundred words (including the proposal, explanation notes and punctuations); proposals exceeding the limit shall not be included in the agenda. The proposing shareholder shall attend the General Shareholders Meeting in person or by proxy and participate in the discussion of such proposal.

  2. According to the Articles of Incorporation of the Company and Article 192-1 of the Company Act, the candidate nomination system has been adopted by the Company for the director election. Any shareholder holding 1% or more of the total number of outstanding shares issued by the Company may submit to the Company in writing list of director candidates, provided that the total number of director candidates so nominated shall not exceed the quota to be elected.

  3. The acceptance period for shareholder to submit proposals and candidate nomination of the director for 2026 Annual General Shareholders Meeting is from March 2, 2026 to March 12, 2026, and it was announced on the MOPS according to regulations.

  4. During the acceptance period above, the Company has not received any shareholders' nomination or proposed motion.

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