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AVISION AGM Information 2026

May 19, 2026

52044_rns_2026-05-19_654d7d30-c58d-44b9-91bc-6b2f244f2c80.pdf

AGM Information

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Avision
www.avision.com
AVISION INC. | Stock code: 2380

2026 General Shareholders' Meeting Meeting agenda book

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The meeting method : physical shareholders' meeting
Date and Time: 9:00 a.m., Wednesday, June 10th, 2026
Address: No.20, Creation Rd 1, Baoshan Township, Hsinchu County, Hsinchu Science Park, Taiwan, R.O.C.


Table of Contents

Page

One. Meeting Procedure ... 1
Two. Meeting Agenda ... 2
I. Report Items ... 3
II. Ratification Items ... 4
III. Discussion Items ... 4
IV. Extraordinary Motions ... 8

Three. Attachments
I. Business Report ... 9
II. Audit Committee’s Review Report ... 11
III. Information on investments in mainland China ... 12
IV. Report on the execution of the Company’s private placement of ordinary shares ... 14
V. Independent Auditors’ Report and 2025 consolidated financial statements ... 15
VI. Independent Auditors’ Report and 2025 individual financial statements ... 27
VII. Deficit Compensation Statement ... 38
VIII. Securities Underwriters’ Evaluation Opinion on the Necessity and Reasonableness of private placement of ordinary shares ... 39

Four. Appendix
I. Articles of Incorporation ... 44
II. Rules of Procedure for Shareholders’ Meeting ... 52
III. Number of shares held by all Directors ... 65


1

Avision Inc.

2026 Annual General Meeting Procedure

I. Call the Meeting to Order
II. Chairman in Position
III. Chairman’s Address
IV. Report Items
V. Ratification Items
VI. Discussion Items
VII. Extraordinary Motions
VIII. Meeting Adjourned


2

Avision Inc.

Agenda of 2026 General Shareholders’ Meeting
Meeting Agenda
(Translation)

I. Time: 9:00 a.m., Wednesday, June 10, 2026
II. Place: Avision Inc (Physical Meeting)
(No. 20, Creation Rd. 1, Science Park, Hsinchu, Taiwan 300, R.O.C.)
III. Attendees: All shareholders or their proxy holders
IV. Chairman: Shao-Lan Sheng, Chairman of the Board of Directors
V. Chairman’s Address
VI. Report Items:
(I) To report the business of 2025.
(II) 2025 Audit Committee’s review report
(III) Mainland China investment overview.
(IV) Execution of the Company’s private placement of ordinary shares.
(V) Status Report on the Company’s Capital Reduction to Offset Accumulated Deficits
VII. Ratification Items:
(I) 2025 Business Report and Financial Statements.
(II) 2025 Deficit Compensation.
VIII. Discussion Items:
(I) The Company intends to conduct a private placement of common shares.
IX. Extraordinary Motions:
X. Meeting Adjourned:


Report Items

I. The Company’s 2025 Business Report; please review.
(Proposed by the Board of Directors)
Explanation: 2025 Business Report. (please refer to Attachment 1 on page 9 of this manual)

II. The Company’s 2025 Audit Committee Audit Report; please review.
(Proposed by the Board of Directors)
Explanation: Audit Committee Review Report. (please refer to Attachment 2 on page 11 of this manual)

III. Mainland China investment overview.
(Proposed by the Board of Directors)
Explanation: Mainland China investment overview. (please refer to Attachment 3 on page 12 of this manual)

IV. Execution of the Company’s private placement of ordinary shares.
(Proposed by the Board of Directors)
Explanation: Execution of the Company’s private placement of ordinary shares. (please refer to Attachment 4 on pages 14 of this manual)

V. Status Report on the Company’s Capital Reduction to Offset Accumulated Deficits
(Proposed by the Board of Directors)
Explanation: In fiscal year 2025, the Company processed a capital reduction to offset accumulated deficits by canceling 156,934,084 common shares. Following the capital reduction, the total number of issued shares is 60,000,000 (including privately placed shares 9,539,303) at a par value of NT$10 per share, resulting in a paid-in capital of NT$ 600,000,000.

This capital reduction case was approved by the regulatory authority on March 6, 2026, per Letter No. 1150002521 of the Taiwan Stock Exchange (TWSE). The registration of change was subsequently approved and completed by the Hsinchu Science Park Bureau on March 25, 2026, per Letter No. 1150009545.

Furthermore, the Company has reported the implementation status of its business improvement plan to the Annual General Meeting of Shareholders in accordance with applicable regulations.


Ratification Items

Case 1: (Proposed by the Board of Directors)

Proposal: 2025 Business Report and Financial Statements; please ratify.

Explanation: The Company’s 2025 financial statements have been audited by Enwise CPAs & Co. Taiwan, and have been audited along with the business report; please ratify. (please refer to Attachment 1 on page 9, Attachment 5 on page 15~26 and Attachment 6 on page 27~37 of this manual).

Resolution:

Case 2: (Proposed by the Board of Directors)

Proposal: 2025 Deficit compensation; please ratify.

Explanation: The Company’s 2025 deficit compensation scheme has been approved by the board meeting and audited by the Audit Committee; please ratify. (please refer to Attachment 7 on page 38 of this manual)

Resolution:

Discussion Items

Case 1: (Proposed by the Board of Directors); please discuss.

Proposal: The Company intends to conduct a private placement of common shares.

Explanation: 1. In response to changes in the overall operating environment in the future, the Company is enriching its working capital for its future development funding needs. It also examines factors such as the timeliness, convenience, issuance cost and equity stability of the cost of capital and simulates market conditions and the Company’s funding needs. At the appropriate time, the Company issues 30,000,000 ordinary shares through private placement, which is explained as follows according to Article 43-6 of the Securities and Exchange Act:


(I) Basis and rationality of pricing:

The price of the private placement is determined based on the simple arithmetic mean of the closing price of ordinary shares 1, 3 or 5 business days before the pricing date, minus the free allotment and plus the stock price after the capital reduction as the reference price, or the simple arithmetic mean of the closing price of ordinary shares 30 business days before the pricing date, minus the stock and cash dividends and plus the stock price after the capital reduction; the higher of the two will be the reference price. For the subscription price for this private placement of ordinary shares, it is proposed to request the shareholders’ meeting to authorize the board of directors to, in accordance with the regulations above, set the private placement price at no less than 80% of the reference price. If the actual price is not lower than the percentage determined by the shareholders’ meeting, it is proposed to request the shareholders’ meeting to authorize the board of directors to negotiate with specific individuals and determine the price based on market conditions. The price is set by reference to the current situation of the Company and the recent market price of the Company’s stock price. The set price should be reasonable.

(II) Reasons and rationale if the private placement price is below the face value:

According to current laws and the aforementioned pricing method, the price of this private placement may be lower than the face value. However, in accordance with Article 43-8 of the Securities and Exchange Act, there is a 3-year restriction on the free transfer of shares issued through private placement. Therefore, it is still reasonable if the price of this private placement is lower than the face value.

If such a situation occurs, the impact on shareholder equity will be the cumulative loss caused by the difference between the actual private placement price and the face value, which will be eliminated based on the Company’s

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future operating status.

(III) Method for selection of specific individuals:

A. Handled in accordance with Article 43-6 of the Securities and Exchange Act.

B. If the subscriber is a strategic investor:

  1. Selection method and purpose: on the premise of not causing significant changes in the Company's future management rights, choose individuals or legal entities who can help the Company improve its technology, develop products, or strengthen customer relationships.

  2. Necessity and expected benefits: Enhancing the Company's competitiveness and operational effectiveness through its advantages in experience, technology, knowledge, etc.

C. If the subscriber is a company insider or related party:

  1. List of possible subscribers and relationship with the Company: (1) Sheng Shao-Lan/Chairman (2) Lo Hsiu-Chun/Chairman's spouse (3) Wu Yung-Chuan/Director (4) Shih Po-Sheng/Director (5) Gotoda Katsuhiko /Vice President (6) Wang You-Lang /Vice-President. (7) LU, Kuan-Yi /Chief Financial Officer. (8) Chiang, Chen-Ming/Assistant Vice President

  2. Selection method and purpose: priority is given to those who have a clear understanding of the Company's operations and can directly or indirectly benefit its future operations.

  3. If the subscriber is a legal person shareholder or a top-ten shareholder in terms of shareholding ratio, the relationship with the Company: not applicable.

(IV) Necessity for the private placement:

  1. Reason for not adopting public offering: the Company still needs the injection of working capital and it may not be easy to obtain the required funds in a short time only through public offering.

6


Therefore, it is proposed to raise funds from specific persons through private placement to quickly inject the required funds. In addition, the fact that the board of directors is authorized to handle private placement based on actual needs also effectively improves the mobility and flexibility of fundraising.

  1. This private placement is expected to be divided into one or two instalments; regardless of the number of instalments, the total number of shares to be issued is limited to 30,000,000 shares.

  2. Application of funds: the funds from each instalment is to enrich the working capital, or to meet the funding needs of the Company’s future development.

  3. Expected benefits to be achieved: the expected benefit to be achieved from each instalment is the strengthening of the Company’s financial structure, and improvement of the Company’s operating effectiveness and overall competitiveness.

(V) If it is expected that the private placement installment cannot be completed before the deadline or if there is no plan to continue the private placement installments within the remaining period, but the original plan is still feasible, then it is deemed that the funds for private placement of securities have been fully received.

(VI) Rights and obligations of the private placement securities: according to the Securities and Exchange Act, the ordinary shares of the private placement shall not be freely transferred for a period of 3 years from the delivery date. After 3 years from the delivery date, the Company plans to apply with the competent authority for listing and trading of the securities in accordance with the relevant provisions of the Securities and Exchange Act. Other than the provisions above, the rights and obligations of the ordinary shares in this private placement are the same as those of the Company’s issued ordinary shares.

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(VII) For the private placement securities, it is proposed that the shareholders’ meeting fully authorizes the board of directors to handle related matters within 1 year from the date of resolution of the shareholders’ meeting.

(VIII) The actual issuance price of common shares in this private placement is planned to be no less than 80% of the reference price. In accordance with the provisions of Article 4 of the “Things to Pay Attention to for Publicly Offered Companies to Handle Private Placement of Securities”, E.SUN Securities Co., Ltd. has been entrusted. For this private placement of common shares, issue an evaluation opinion on the necessity and rationality of the private placement. (please refer to Attachment 8 on page 38 of this manual)

(IX) Regarding the main content of this private placement plan, other than the percentage of private placement, if there is any change due to amendments to relevant laws and regulations or due to the objective environment, it is proposed that the shareholders’ meeting authorizes the board of directors to make amendments according to the situation of the current market.

  1. Please make a resolution.

Resolution:

Extraordinary Motions

Meeting Adjourned

8


Attachments 1. Business Report

Avision Inc.

2025 Annual Business Report

In fiscal year 2025, the consolidated revenue amounted to NT$ 2,894,375 thousand, representing an increase of 14% compared to 2024. Net income for the current period was NT$ 43,150 thousand (compared to NT$ -426,431 thousand in 2024); total comprehensive income was NT$ 178,947 thousand (compared to NT$ -426,627 thousand in 2024); and Earnings Per Share (EPS) was NT$ 0.72 (compared to NT$ -7.01 in 2024). This year marks a successful out of the red from decades. Benefiting from various national localization policies, our printer products have successfully penetrated the Eastern European and North American markets, while sales volume in China and the Middle East continues to grow.

Operational Overview of the 2025 Business Report:

I. Market Development Environment

Reviewing 2025, the global economic and trade landscape was influenced by geopolitical conflicts, the Russia-Ukraine war, and instability in the Middle East. Coupled with the escalation of US-China trade friction, there has been a significant increase in government demand for information security (cybersecurity) regarding networked office equipment. The Company has proactively responded to international trends by aligning our strategies with local policies in Eastern Europe, North America, and the Middle East. Meanwhile, we continue to deepen our presence across diversified channels in the Chinese market. Driven by the global emphasis on cybersecurity policies, our market expansion efforts have progressively translated into tangible sales results, demonstrating strong growth momentum.

II. Production and Sales Performance

The Company currently operates two major production bases in Taiwan and Mainland China.

  • Capacity Allocation: The Suzhou sites remains the core production hub for our printer products. However, to maintain flexibility in global market demand and diversify risks, the Company has strategically increased the production proportion of the Hsinchu sites.
  • Sales Results: In addition to consolidating our market position in High-Performance Document Scanner segments, our high-margin products and consumables have successfully entered the market. Despite global economic fluctuations, the Company's operations have stabilized.
  • Key Data: Promotion efforts in Eastern Europe and North America have been particularly effective. Beyond the significant profit contribution from scanners, the sales of printer and consumables in 2025 grew substantially by 33% compared with 2024.

III. Research and Development (R&D) Status and Progress

Review in 2025, upholding the philosophy of technological innovation, the Company actively enhances its core competitiveness. All R&D projects are progressing smoothly according to plan.

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  • Product Line Expansion: Driven by market demand, we have successfully developed a new Color Laser MFP. Boasting superior competitive advantages, this series fully meets the needs of corporate offices, helping the Company drive market share growth in business equipment.

  • Mastery of Key Technologies: To strengthen product differentiation, the Company has invested in the self-development of a "next-generation controller chip," which is expected to be completed by the end of this year. This will not only significantly optimize product performance but also effectively reduce manufacturing costs and enhance overall profit margins.

  • Expansion of Application Fields: Targeting the digitalization trend in the education market, the Company is actively developing "education-specific machines." This project will facilitate entry into campus and government procurement markets, further diversifying our business and providing stable revenue streams.

IV. Financial Overview

Please refer to the Financial Statements attached to this handbook.

Looking ahead, the management team will exert full effort to accelerate the monetization of R&D achievements, transforming R&D investment into operational performance. We are committed to delivering superior profitability to reward the long-term support and trust of all our shareholders.

Chairman: Sheng Shao-Lan
President: Sheng Shao-Lan
Accounting Manager: LU, KUAN-YI

10


Attachments 2. Audit Committee Review Report

Audit Committee Review Report

Regarding the Company's 2025 business report, financial statements and loss compensation proposal, the financial statements have been audited by CPAs Tony Liao and Kaplan Chen of EnWise CPAs & Co. and an audit report has been issued accordingly. The aforementioned business report, financial statements and loss compensation proposal have been reviewed by the Audit Committee and there is no discrepancy found. Therefore, the report above is submitted for your review and approval in accordance with the provisions of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

To:

The Company's 2026 General Shareholders' Meeting

Avision Inc.

Chairman of the Audit Committee: Liang Chiang-Wei

img-1.jpeg

March 26, 2026

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Attachment 3. Information on investments in mainland China

Table 6: Information on investments in Mainland China

December31,2025

Expressed in thousands of NTD

Investee in Mainland China Main business activities Paid-in capital Investment method (Note 1) Accumulated amount of remittance from Taiwan to Mainland China as of January 1, 2025 Amount remitted from Taiwan to Mainland China/ Amount remitted back to Taiwan for the year ended December 31, 2025 Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2025 Net income (loss) of investee for the year ended December 31, 2025 Ownership held by the Company (direct or indirect) Investment income (loss) recognized by the Company for the year ended December 31, 2025 Book value of investments in Mainland China as of December 31, 2025 Accumulated amount of investment income remitted back to Taiwan as of December 31, 2025 footnote
Remitted to Mainland China Remitted back to Taiwan
Avision (Suzhou) Co., Ltd. Scanners and multifunction printers $ 1,352,791 2 $ 1,352,791 $ - $ - $ 1,352,791 121,411 100 121,411 1,049,297 205,688 Note 2
Avision Digital Office Equipment (Shanghai) Trading International Trade 6,943 2 6,943 - - 6,943 2,880 100 2,880 146,981 54,950 Note 2
Henan Centrix Technology Co., Ltd. Discs for laser reading system and international trade 63,727 2 9,559 - - 9,559 - 15 - - -
Suzhou Hongxin Microelectronics Technology Co., Ltd. Research and development and sales of wafers 98,855 3 - - - - (3,981) 84.61 (3,369) 3,877 - Note 4
Company name Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2025 (Note 3) Investment amount approved by the Investment Commission of the Ministry of Economic Affairs (Note 3) Ceiling on investments in Mainland China imposed by the Investment Commission of MOEA
--- --- --- ---
AVISION INC. 1,298,136 1,356,005 335,258

Note 1: Investment methods are classified into the following three categories; fill in the number of category each case belongs to:
(1) Directly invest in a company in Mainland China.
(2) Through investing in an existing company in the third area, Avision International Inc. and Fortune Investments Ltd., which then invested in the Avision (Suzhou) Co., Ltd. and Avision Digital Office Equipment (Shanghai) Trading Co., Ltd. in Mainland China.


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Through investing in an existing company in the third area, Avision Development Inc. and Sunglow International Inc., which then invested in the Henan Centrix Technology Co., Ltd. in Mainland China.

(3) Others

Note 2: Investment income (loss) recognised by the Company was based on the financial statements of the investee that were audited by R.O.C. parent company’s independent accountants.

Note 3: At the end of this period, the investment amount transmitted from Taiwan to mainland China was US$41,634 thousand counted with original currency. The investment mount permitted by the Investment Commission of Ministry of Economic Affairs (MOEA) was USD43,490 thousand counted with original currency, of which US$1,135 thousand was capital increase through capitalisation of earnings, and was not included in the limit of the Investment Commission of Ministry of Economic Affairs (MOEA).

Note 4: It was pertained to the investment in the investee in Mainland China through Avision (Suzhou) Co., Ltd. There was no amount remitted to Mainland China during the year.


Attachment 4. Execution of the Company’s Private Placement of Ordinary Shares

  1. The Company executed the private placement of securities according to the resolution of the board meeting on May 14, 2025, and the shareholders’ meeting also approved on June 26, 2025 a capital increase in cash with the issuance of 30,000,000 ordinary shares through private placement.

  2. The purpose of the funds is to replenish the working capital, repay bank loans or meet the capital demand for future development, in order to strengthen the financial structure, and improve the operation outcome and overall competitiveness of the Company.

  3. As no suitable investors were secured for this private placement, the Board of Directors resolved on March 26, 2026, not to proceed with the private placement plan.

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Attachment 5. Independent Auditors' Report and 2025 consolidated financial statements

E

建智聯合會計師事務所

EnWise CPAs & Co.

Suite 1, 8th Fl., No. 130, Taiyuan N. Rd. Taichung City 404

Tel:(04)2296-6234 Fax: (04)2296-0607

agn

INTERNATIONAL

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of AVISION INC.

Opinion

We have audited the accompanying consolidated balance sheets of AVISION INC. and its subsidiaries (the "Group") as at December 31, 2025, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, 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 the Group as at December 31, 2025, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

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

Emphasis of matter – Significant event after the reporting period – Approval by competent authority for capital reduction to cover losses

As stated in Notes 12(1) and 6(23) to these financial statements, in order to improve on their financial structure in the Group, the Annual General Meeting of Shareholders resolved, on June 26, 2025, to carry out a capital reduction, which was also approved by the competent authority on March 6, 2026. This reduced the capital by about 72.34%, with paid-in capital amount decreased from $2.169 billion to 0.6 billion. The Chairman of the Board has set the basis date at March 9, 2026 for the capital reduction; the corresponding amount of reduction at $1.569 billion will be equally set off against accumulated losses in the financial statements for the first quarter of 2026. Additionally, since the date of approval of the financial statements was after the basis date for capital reduction, earnings (loss) per share have been restated. After the restatement, earnings per share for the year ended December 31, 2025 were $0.72, while the loss per share for the year ended December 31, 2024 was restated to $7.01. We have not modified our audit opinion as a result of these adjustments.


建智聯合會計師事務所

EnWise CPAs & Co.

Suite 1, 8th Fl., No. 130, Taiyuan N. Rd. Taichung City 404

Tel:(04)2296-6234 Fax: (04)2296-0607

agn

INTERNATIONAL

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 of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters. Except as explained in the abovementioned paragraph, the key audit matters in relation to the consolidated financial statements for the year ended December 31, 2025 are stated as follows:

A. Recognition of operating revenues

Description

Management faces pressure to meet operating targets due to market size, market competition, and potential asset impairment assessments that may affect revenue performance. Furthermore, revenue in the Group’s industry is susceptible to fluctuations caused by various factors, including market supply and demand conditions; therefore, this has been identified as a key audit matter by the auditors.

How our audit addressed the matter

We performed the following audit procedures in responding to the above key audit matter:

  1. Tested the effectiveness of the design and implementation of internal controls over the sales and payment collection cycle to assess whether revenue was recognized appropriately.
  2. Analyzed sales to the Company’s top ten customers from the previous period and compare them with the current period, and assessed the reasonableness of the differences.
  3. Performed sales revenue transaction tests on the top ten new customers in the current period, and verified whether the payees and reversal entries matched the sales recipients.
  4. Analyzed significant or unexpected changes and trends; compared trends in sales revenue from and returns of goods sold between the prior period and the current period; compared trends in cost of sales and gross profit between the prior period and the current period; and analyzed trends in shipment volumes between the prior period and the current period.
  5. Found out whether there have been any significant changes in revenue or any material sales returns or allowances during the period immediately before and after the financial reporting date, and analyzed the reasons for such changes.

16


遠 號智聯合會計師事務所
EnWise CPAs & Co.
Suite 1, 8th Fl., No. 130, Taiyuan N. Rd. Taichung City 404
Tel:(04)2296-6234 Fax: (04)2296-0607
agn
INTERNATIONAL

B. Impairment assessment of property and plant

Description

The Group’s property and plant amounted to $254,449 thousand, constituting 10.2% of the total assets as at December 31, 2025. Please refer to Note 5(1) for accounting estimates and assumption uncertainty related to impairment assessment of property and plant and Note 6(5) for details of property and plant. The Group assessed whether there was any impairment on property and plant utilising the recoverable amounts. In accordance with IAS 36, the recoverable amount of assets is the higher of fair value less costs of disposal and value in use. As the Group’s amount of property and plant is material, we consider the impairment assessment of property and plant as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures in responding to the above key audit matter:

  1. Discussed the estimation procedures of future cash flows with the management.
  2. Assessed the reasonableness of the estimation basis used by the management to estimate fair value less costs of disposal, including comparing surrounding market quoted price (transaction price) of the assets, assessing and verifying the reasonableness and reliability of market price information.

C. Assessment of allowance for inventory valuation loss

Description

The Group mainly manufactures and sells multi-function peripherals, document scanners and network peripherals. The Group’s inventories and allowance for valuation loss are $708,763 thousand and $99,720 thousand as at December 31, 2025, respectively. Due to the rapid technology innovation and the paperless trend in the market for the development of environmental protection, energy saving and carbon reduction, these inventories face a higher risk of incurring loss on decline in market value or obsolescence. Please refer to Note 4(11) for accounting policies on inventory valuation and Note 5(2) for accounting estimates and assumption uncertainty related to assessment of allowance for inventory valuation loss and Note 6(4) for details of inventories. Inventories of the Group are stated at the lower of cost and net realisable value. Given that the amount and items of the Group’s inventories are significant and numerous and the management must determine the net realisable value of inventories on balance sheet date using judgements and estimates, we consider the assessment of allowance for inventory valuation loss a key audit matter.

How our audit addressed the matter

We performed the following audit procedures in responding to the above key audit matter:

  1. Assessed the consistency of provision policies and reasonableness of procedures used for allowance for inventory valuation loss.
  2. Reviewed reports related to inventory aging, analyzed changes in inventory aging, and assessed whether subsequent measurements of inventory have been addressed in accordance with the Group’s accounting policies.

17


EAN

建智聯合會計師事務所

EnWise CPAs & Co.

Suite 1, 8th Fl., No. 130, Taiyuan N. Rd. Taichung City 404

Tel:(04)2296-6234 Fax: (04)2296-0607

agn

INTERNATIONAL

  1. Reviewed the appropriateness of estimation basis used for net realisable value of inventories and discussed with management and verified the supporting documents obtained to assess the reasonableness of allowance for valuation loss determined by the management.

Responsibilities of management and those charged with governance for the consolidated financial statements

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

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

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

Auditors' responsibilities for the audit of the consolidated financial statements

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

18


EAN

建智聯合會計師事務所

EnWise CPAs & Co.

Suite 1, 8th Fl., No. 130, Taiyuan N. Rd. Taichung City 404

Tel:(04)2296-6234 Fax: (04)2296-0607

agn

INTERNATIONAL

As part of an audit in accordance with the Standard on Auditing of the Republic of China, we exercise professional judgment and maintain 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 controls.

  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 Group's internal controls.

  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 Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group 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 appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the 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.

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EAN

建智聯合會計師事務所

EnWise CPAs & Co.

Suite 1, 8th Fl., No. 130, Taiyuan N. Rd. Taichung City 404

Tel:(04)2296-6234 Fax: (04)2296-0607

agn

INTERNATIONAL

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, inextremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Others – the financial statements for prior period were audited by other CPAs

The consolidated financial statements of AVISION INC. for the year ended December 31, 2024 was audited by other CPAs, who also, on March 31, 2025, expressed an unmodified opinion with a paragraph pertaining to a material uncertainty about the Group’s ability to continue as a going concern.

Others–parent company only financial statements

We have audited and express an unmodified opinion with emphasis of matter paragraphs or paragraphs pertaining to other matters on the parent company only financial statements of AVISION INC. as at and for the years ended December 31, 2025.

Tony Liao, CPA
EnWise CPAs & Co.
Financial Supervisory Commission R.O.C.
Authorization Ref. (102)
Jin-Guan-Zheng-Shen -Zi No.1020054253

Kaplan Chen, CPA
EnWise CPAs & Co.
Securities and Futures Bureau, FSC
Authorization Ref. (88) Tai-Cai-Zheng (6)
No.55000

March 26, 2026


AVISION INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
YEARS ENDED DECEMBER 31, 2025 AND 2024

Expressed in thousands of NTD

Assets December 31, 2025 December 31, 2024
Item Notes Amount % Amount %
11XX Current assets
1100 Cash and cash equivalents 6 $ 561,806 22.5 $ 353,928 19.0
1136 Current financial assets at amortised co 8 7,000 0.3 7,000 0.4
1170 Accounts receivable, net 6 452,897 18.2 222,682 11.9
1200 Other receivables 11,832 0.5 13,945 0.7
130x Inventories 6, 8 609,043 24.5 571,768 30.7
1410 Prepayments 45,774 1.8 43,478 2.3
1470 Other current assets 8 3,612 0.1 8
11xx Total current assets 1,691,964 67.9 1,212,809 65.0
15XX Non-current assets
1517 Non-current financial assets at fair valu through other comprehensive income 6 162,177 6.5 44,591 2.4
1600 Property, plant and equipment 6, 8 397,315 15.9 426,932 22.9
1755 Right-of-use assets, net 6, 8 215,501 8.6 154,400 8.3
1780 Intangible assets 11,650 0.5 18,486 1.0
1840 Deferred income tax assets
1920 Guarantee deposits paid 8 10,616 0.4 7,337 0.4
1990 Other non-current assets 6 3,872 0.2 286
15xx Total non-current assets 801,131 32.1 652,032 35.0
Total assets $ 2,493,095 100.0 $ 1,864,841 100.0

(to be continued)


(Continued)

AVISION INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

YEARS ENDED DECEMBER 31, 2025 AND 2024

Expressed in thousands of NTD

Liabilities and Equity December 31, 2025 December 31, 2024
Item Notes Amount % Amount %
21XX Current liabilities
2100 Short-term borrowings 6, 8 $ 853,567 34.2 $ 703,888 37.8
2130 Current contract liabilities 6 21,594 0.9 11,541 0.6
2150 Notes payable 130 35,824 1.9
2170 Accounts payable 564,397 22.6 275,951 14.8
2200 Other payables 6 155,672 6.3 220,337 11.8
2250 Provisions-current 18,431 0.7 26,797 1.4
2280 Current lease liabilities 22,723 0.9 21,901 1.2
2320 Long-term borrowings, current portio 6, 8 15,776 0.6 21,038 1.1
2399 Other current liabilities 8,985 0.4 3,020 0.2
21xx Total current liabilities 1,661,275 66.6 1,320,297 70.8
25XX Non-current liabilities
2540 Long-term borrowings 6, 8 8,119 0.3 11,494 0.6
2570 Deferred income tax liabilities
2580 Non-current lease liabilities 193,327 7.8 133,848 7.2
2600 Other non-current liabilities 69,861 2.8 19,509 1.1
25xx Total non-current liabilities 271,307 10.9 164,851 8.9
Total liabilities 1,932,582 77.5 1,485,148 79.7
31XX Equity attributable to owners of parent
3110 Share capital - common stock 6 2,169,341 87.0 2,169,341 116.3
3200 Capital surplus 6 109,311 4.4 107,438 5.8
3300 Retained earnings 6
3320 Special reserve 5,836 0.2 5,836 0.3
3350 Unappropriated earnings (accumulated deficit) (1,688,823) (67.7) (1,741,948) (93.4)
3400 Other equity 6 (30,233) (1.2) (155,861) (8.4)
3500 Treasury stocks 6 (6,669) (0.3) (6,669) (0.4)
31xx Total equity attributable to owners of parent 558,763 22.4 378,137 20.2
36xx Non-controlling interest 1,750 0.1 1,556 0.1
3xxx Total equity 560,513 22.5 379,693 20.3
3x2x Total liabilities and equity $ 2,493,095 100.0 $ 1,864,841 100.0

(Please refer to the accompanying Notes to the Consolidated Financial Report)

Chairman: SHENG, SHAO-LAN

Manager: SHENG, SHAO-LAN

Chief Accountant: LU, KUAN-YI


AVISION INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2025 AND 2024

Item Notes Expressed in thousands of NTD, except for loss per share
Year ended Dec. 31, 2025 Year ended Dec. 31, 2024
Amount % Amount %
4000 Operating revenue, net 6 $ 2,894,375 100.0 $ 2,547,627 100.0
5000 Operating costs 6 2,010,515 69.5 2,225,464 87.4
5950 Gross profit 883,860 30.5 322,163 12.6
Operating expenses
6100 Selling and marketing expenses 148,883 5.1 118,977 4.7
6200 General and administrative expenses 279,725 9.7 215,848 8.5
6300 Research and development expenses 389,724 13.4 393,242 15.4
6450 Expected credit loss(gain) 6 2,503 0.1 (24,362) (1.0)
6000 Total operating expenses 820,835 28.3 703,705 27.6
6900 Operating profit (loss) 63,025 2.2 (381,542) (15.0)
Non-operating income and expenses
7100 Interest income 6 1,731 0.1 2,620 0.1
7010 Other income 6 23,640 0.8 12,186 0.5
7020 Other gains and losses 6 (1,130) (0.1) (4,657) (0.2)
7050 Finance costs 6 (26,187) (0.9) (27,220) (1.1)
7000 Total non-operating income and expenses (1,946) (0.1) (17,071) (0.7)
7900 Profit (loss) before tax 61,079 2.1 (398,613) (15.7)
7950 Income tax expense 6 17,929 0.6 27,818 1.0
8000 Net income (loss) from continuing operations for current period 43,150 1.5 (426,431) (16.7)
8100 Profit and loss from discontinued operations
8200 Profit (Loss) for the year 43,150 1.5 (426,431) (16.7)
Other comprehensive income (loss):
8310 Item that will not be reclassified to profit or loss:
8311 Remeasurements of defined 6 10,182 0.4 18,316 0.7
Unrealised loss from
8316 equity instruments measured at value through other comprehensive Income 6 116,705 4.0 (33,873) (1.3)
8310 Total items that will not be reclassified to profit or loss 126,887 4.4 (15,557) (0.6)
8360 Items that may be reclassified to profit or loss:
8361 Financial statements translation differences of foreign operations 6 8,910 0.3 15,361 0.6
8360 Total items that may be reclassified to profit or loss 8,910 0.3 15,361 0.6
8300 Total other comprehensive income or loss, net of tax 135,797 4.7 (196)
8500 Total comprehensive income or loss for the year $ 178,947 6.2 $ (426,627) (16.7)
8600 Loss, attributable to:
8610 Owners of the parent $ 42,943 1.5 $ (420,178) (16.5)
8620 Non-controlling interest 207 (6,253) (0.2)
$ 43,150 1.5 $ (426,431) (16.7)
8700 Comprehensive loss attributable to:
8710 Owners of the parent $ 178,753 6.2 $ (422,552) (16.6)
8720 Non-controlling interest 194 (4,075) (0.1)
$ 178,947 6.2 $ (426,627) (16.7)
Earnings (loss) per share (retrospective) : 6
9750 Basic earnings (loss) per share $ 0.72 $ (7.01)
9850 Diluted earnings (loss) per share $ 0.72 $ (7.01)

(Please refer to the accompanying Notes to the Consolidated Financial Report)

Chairman: SHENG, SHAO-LAN

Manager: SHENG, SHAO-LAN

Chief Accountant: LU, KUAN-YI


24

AVISION INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2025 AND 2024

Item Share capital - common stock Additional paid-in capital Retained earnings Other equity interest Treasury stocks Total Non-controlling interest Total equity
Special reserve Unappropriated earnings (accumulated deficit) Financial statements translation differences of foreign Unrealised losses from financial assets measured at fair value through
Balance at January 1, 2024 $ 2,169,341 $ 102,026 $ 5,836 $ (1,337,746) $ 43,225 $ (180,736) $ (6,669) $ 795,277 $ 3,380 $ 798,657
Loss for the year (420,178) (420,178) (6,253) (426,431)
Other comprehensive income (loss) for the year 18,316 13,183 (33,873) (2,374) 2,178 (196)
Share-based payments 5,412 5,412 5,412
Changes not based on shareholding ratio
Disposals of financial assets measured at fair value through other comprehensive income (2,340) 2,340
Transactions with non-controlling interests 2,251 2,251
Balance at January 1, 2025 $ 2,169,341 $ 107,438 $ 5,836 $ (1,741,948) $ 56,408 $ (212,269) $ (6,669) $ 378,137 $ 1,556 $ 379,693
Profit (Loss) for the year 42,943 42,943 207 43,150
Other comprehensive income (loss) for the year 10,182 8,923 116,705 135,810 (13) 135,797
Changes in other capital reserves 1 1 1
Cost of share-based payments 1,872 1,872 1,872
Balance at December 31, 2025 $ 2,169,341 $ 109,311 $ 5,836 $ (1,688,823) $ 65,331 $ (95,564) $ (6,669) $ 558,763 $ 1,750 $ 560,513

Expressed in thousands of NTD

(Please refer to the accompanying Notes to consolidated financial statements)

Chairman: SHENG, SHAO-LAN

Manager: SHENG, SHAO-LAN

Chief Accountant : LU, KUAN-YI


AVISION INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS of CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024

Expressed in thousands of NTD

Item Year ended Dec. 31, 2025 Year ended Dec. 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Profit (loss) before tax $ 61,079 $ (398,613)
Adjustments:
Income/expenses that do not affect cash flow
Depreciation expense 107,439 104,617
Amortisation expense 8,777 22,158
Expected credit (gain) loss 2,503 (24,362)
Interest expense 26,187 27,220
Interest income (1,731) (2,620)
Costs of share-based payments 1,872 5,412
Gain on disposal of property, plant and equipment (136) (352)
Total adjustments 144,911 132,073
Changes in operating assets and liabilities
Changes in operating assets
Decrease (increase) in notes receivable 4
Decrease (increase) in accounts receivable (234,162) 226,436
Decrease (increase) in other receivables 2,113 26,288
Decrease (increase) in inventories (37,836) 154,499
Decrease (increase) in prepayments (2,210) 19,485
Decrease (increase) in other current assets (3,604) (1)
Total changes in operating assets (275,699) 426,711
Changes in operating liabilities
Increase (decrease) in contract liabilities — Current 6,647 (16,747)
Increase (decrease) in notes payable (35,694) 35,634
Increase (decrease) in accounts payable 289,631 (87,989)
Increase (decrease) in payables 5,096 29,718
Increase (decrease) in provisions — Current (8,366) (1,455)
Increase (decrease) in other current liabilities 6,165 (6,530)
Net defined benefit liabilities — Non-current (11,524) (11,618)
Total changes in operating liabilities 251,955 (58,987)
Total changes in operating assets and liabilities (23,744) 367,724
Net cash flows from operating activities 182,246 101,184
Interest received 1,731 2,620
Interest paid (26,187) (27,220)
Income taxes refunded (paid) (17,929) (4,331)
Net cash flows from operating activities 139,861 72,253

(Continued)

25


(Continued)
Expressed in thousands of NTD

AVISION INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

Item Year ended Dec. 31, 2025 Year ended Dec. 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Acquisition of property, plant and equipment (52,863) (59,644)
Proceeds from disposal of property, plant and equipment 309 2,141
Decrease (increase) in guarantee deposits paid (3,279) 7,937
Acquisition of intangible assets (1,941) (11,098)
Decrease (increase) in other non-current assets (454)
Net cash flows used in financing activities (58,228) (60,664)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in short-term borrowings 149,679 (80,216)
Increase (decrease) in short-term notes and bills payable (25,000)
Increase (decrease) in guarantee deposits received (118) (313)
Increase (decrease) in long-term borrowings (8,637) (46,470)
Increase (decrease) in principals of lease liabilities (29,767) (31,858)
Other financing activities 1
Net cash flows used in financing activities 111,158 (183,857)
Effect of exchange rate change on cash and cash equivalents 15,087 20,308
Net (decrease) increase in cash and cash equivalents 207,878 (151,960)
Cash and cash equivalents at beginning of year 353,928 505,888
Cash and cash equivalents at end of year $ 561,806 $ 353,928

(Please refer to the accompanying Notes to consolidated financial statements)

Chairman: SHENG, SHAO-LAN
Manager: SHENG, SHAO-LAN
Chief Accountant: LU,KUAN-YI


Attachment 6. Independent Auditors' Report and 2025 individual financial statements

E

建智聯合會計師事務所

EnWise CPAs & Co.

Suite 1, 8th Fl., No. 130, Taiyuan N. Rd. Taichung City 404

Tel:(04)2296-6234 Fax: (04)2296-0607

agn

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of AVISION INC.:

Opinion

We have audited the accompanying parent company only balance sheets of AVISION INC. (the "Company") as at December 31, 2025, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025, and its financial performance and its cash flows for the years then ended 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 Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter - Significant Events after the Reporting Period - Approval by competent authority for covering deficit by capital reduction

As stated in Notes 12(1) and 6(24) to these financial statements, in order to improve on their financial structure in the Company, the Annual General Meeting of Shareholders resolved, on June 26, 2025, to carry out a capital reduction, which was also approved by the competent authority on March 6, 2026. This reduced the capital by about 72.34%, with paid-in capital amount decreased from $2.169 billion to 0.6 billion. The Chairman of the Board has set the basis date at March 9, 2026 for the capital reduction; the corresponding capital reduction amount of $1.569 billion will be offset against accumulated losses in the financial statements for the first quarter of 2026. Additionally, since the date of approval of the financial statements was after the basis date for capital reduction, earnings (loss) per share have been restated. After the restatement, earnings per share for the year ended December 31, 2025 were $0.72, while the loss per share for the year ended December 31, 2024 was restated to $7.01. We have not modified our audit opinion as a result of these adjustments.


建智聯合會計師事務所

EnWise CPAs & Co.

Suite 1, 8th Fl., No. 130, Taiyuan N. Rd. Taichung City 404

Tel:(04)2296-6234 Fax: (04)2296-0607

agn

INTERNATIONAL

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the current period. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, and we do not provide a separate opinion on these matters. Except as explained in the abovementioned paragraph, the key audit matters in relation to the parent company only financial statements for the year ended December 31, 2025 are stated as follows:

A. Recognition of operating revenues

Description

Management faces pressure to meet operating targets due to market size, market competition, and potential asset impairment assessments that may affect revenue performance. Furthermore, revenue in the Company's industry is susceptible to fluctuations caused by various factors, including market supply and demand conditions; therefore, this has been identified as a key audit matter by the auditors.

How our audit addressed the matter

We performed the following audit procedures in responding to the above key audit matter:

  1. Tested the effectiveness of the design and implementation of internal controls over the sales and payment collection cycle to assess whether revenue was recognized appropriately.
  2. Analyzed sales to the Company's top ten customers from the previous period and compare them with the current period, and assessed the reasonableness of the differences.
  3. Performed sales revenue transaction tests on the top ten new customers in the current period, and verified whether the payees and reversal entries matched the sales recipients.
  4. Analyzed significant or unexpected changes and trends; compared trends in sales revenue from and returns of goods sold between the prior period and the current period; compared trends in cost of sales and gross profit between the prior period and the current period; and analyzed trends in shipment volumes between the prior period and the current period.
  5. Found out whether there have been any significant changes in revenue or any material sales returns or allowances during the period immediately before and after the financial reporting date, and analyzed the reasons for such changes.

B. Impairment assessment of property and plant

Description

The Company's property and plant amounted to $192,124 thousand, constituting about 8.9% of the total assets as at December 31, 2025. Please refer to Note 5(1) for accounting estimates and assumption uncertainty related to impairment assessment of property and plant and Note 6(6) for details of property and plant. The Company assessed whether there was any impairment on property and plant utilising the recoverable amounts. In accordance with IAS 36, the recoverable amount of assets is the higher of fair value less costs of disposal and value in use. As the Company's amount of property and plant is material, we consider the impairment assessment of property and plant as a key audit matter.

28


建智聯合會計師事務所

EnWise CPAs & Co.

Suite 1, 8th Fl., No. 130, Taiyuan N. Rd. Taichung City 404

Tel:(04)2296-6234 Fax: (04)2296-0607

agn

INTERNATIONAL

How our audit addressed the matter

We performed the following audit procedures in responding to the above key audit matter:

  1. Discussed the estimation procedures of fair value less costs of disposal with the management.
  2. Assessed the reasonableness of the estimation basis used by the management to estimate fair value less costs of disposal, including comparing surrounding market quoted price (transaction price) of the assets, assessing and verifying the reasonableness and reliability of market price information.

C. Assessment of allowance for inventory valuation loss

Description

The Company mainly manufactures and sells multi-function peripherals, document scanners and network peripherals, and the inventory and allowance for inventory valuation loss amounted to $334,971 thousand and $60,335 thousand as at December 31, 2025, respectively. Due to the rapid technology innovation and the paperless trend in the market for the development of environmental protection, energy saving and carbon reduction, these inventories face a higher risk of incurring loss on decline in market value or obsolescence. Please refer to Note 4(10) for accounting policy on inventory valuation, Note 5(2) for accounting estimates and assumption uncertainty related to assessment of allowance for inventory valuation loss, and Note 6(3) for details of inventories. Inventories of the Company are stated at the lower of cost and net realisable value. Given that the amount and items of the Company's inventories are significant and numerous and the management must determine the net realisable value of inventories on balance sheet date using judgements and estimates, we consider the assessment of allowance for inventory valuation loss a key audit matter.

How our audit addressed the matter

We performed the following audit procedures in responding to the above key audit matter:

  1. Assessed the consistency of provision policies and reasonableness of procedures used for allowance for inventory valuation loss.
  2. Verified the accuracy of logic in inventory aging reports to ascertain whether the inventories aged over a certain period had been included in the report.
  3. Reviewed the appropriateness of estimation basis used for net realisable value of inventories and discussed with management and verified the supporting documents obtained to assess the reasonableness of allowance for valuation loss determined by the management.

Responsibilities of management and those charged with governance for the parent company only financial statements

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

29


EAN

建智聯合會計師事務所

EnWise CPAs & Co.

Suite 1, 8th Fl., No. 130, Taiyuan N. Rd. Taichung City 404

Tel:(04)2296-6234 Fax: (04)2296-0607

agn

In preparing the parent company only 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 the audit committee, are responsible for overseeing the Company's financial reporting process.

Auditors' responsibilities for the audit of the parent company only financial statements

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

  1. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.
  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 controls.
  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.

30


建智聯合會計師事務所

EnWise CPAs & Co.

Suite 1, 8th Fl., No. 130, Taiyuan N. Rd. Taichung City 404

Tel:(04)2296-6234 Fax: (04)2296-0607

agn

INTERNATIONAL

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

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

  2. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the 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 parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other matters

The parent company only inancial statements of AVISION INC. for the year ended December 31, 2024 was audited by other CPAs, who also, on March 31, 2025, expressed an unmodified opinion with a paragraph pertaining to a material uncertainty about the Company's ability to continue as a going concern.

Tony Liao, CPA
EnWise CPAs & Co.
Financial Supervisory Commission R.O.C.
Authorization Ref. (102)
Jin-Guan-Zheng-Shen -Zi No.1020054253

Kaplan Chen, CPA
EnWise CPAs & Co.
Securities and Futures Bureau, FSC
Authorization Ref. (88)Tai-Cai-Zheng (6)
No.55000

March 26, 2026


AVISION INC.
PARENT COMPANY ONLY BALANCE SHEETS
YEARS ENDED DECEMBER 31, 2025 AND 2024

Expressed in thousands of NTD

Assets December 31, 2025 December 31, 2024
Item Notes Amount % Amount %
11XX Current assets
1100 Cash and cash equivalents 6 $ 107,356 5.0 $ 96,115 5.1
1136 Current financial assets at amortised co 8 7,000 0.3 7,000 0.4
1170 Accounts receivable, net 6 46,349 2.1 121,881 6.4
1180 Accounts receivable - related parties 6, 7 53,643 2.5 68,107 3.6
1200 Other receivables 6 6,759 0.3 2,963 0.2
1210 Other receivables - related parties 7 21,566 1.0 2,367 0.1
130x Inventories 6, 8 274,636 12.7 243,169 12.9
1410 Prepayments 10,250 0.5 18,858 1.0
1470 Other current assets 8 3,589 0.2 8
11xx Total current assets 531,148 24.6 560,468 29.7
15XX Non-current assets
1517 Non-current financial assets at fair value through other comprehensive income 6 152,423 7.1 33,301 1.8
1550 Investments accounted for under equity method 1,140,309 52.8 931,867 49.4
1600 Property, plant and equipment 6, 8 204,405 9.5 219,696 11.6
1755 Right-of-use assets, net 6, 8 121,750 5.6 131,187 7.0
1780 Intangible assets 4,395 0.2 4,690 0.2
1920 Guarantee deposits paid 8 3,350 0.1 5,303 0.3
1990 Other non-current assets 6 3,132 0.1
15xx Total non-current assets 1,629,764 75.4 1,326,044 70.3
Total assets $ 2,160,912 100.0 $ 1,886,512 100.0

(Continued)


(Continued)

AVISION INC.

PARENT COMPANY ONLY BALANCE SHEETS
YEARS ENDED DECEMBER 31, 2025 AND 2024

Expressed in thousands of NTD

Liabilities and Equity December 31, 2025 December 31, 2024
Item Note Amount % Amount %
21XX Current liabilities
2100 Short-term borrowings 6, 8 $ 180,000 8.3 $ 180,000 9.6
2130 Current contract liabilities 6 615 2,442 0.1
2150 Notes payable 130
2170 Accounts payable 61,629 2.9 56,310 3.0
2180 Accounts payable - related parties 7 1,106,954 51.2 961,979 51.0
2200 Other payables 6 87,569 4.1 101,446 5.4
2220 Other payables to related parties 6, 7 2,982 0.1 5,006 0.2
2250 Provisions - current 6 6,580 0.3 9,122 0.5
2280 Current lease liabilities 5,245 0.2 4,997 0.3
2320 Long-term borrowings, current portion 6, 8 15,776 0.7 21,038 1.1
2399 Other current liabilities 1,690 0.1 2,394 0.1
21xx Total current liabilities 1,469,170 67.9 1,344,734 71.3
25XX Non-current liabilities
2540 Long-term borrowings 6, 8 8,119 0.4 11,494 0.6
2580 Non-current lease liabilities 124,843 5.8 133,554 7.1
2600 Other non-current liabilities 6 17 18,593 1.0
25xx Total non-current liabilities 132,979 6.2 163,641 8.7
Total liabilities 1,602,149 74.1 1,508,375 80.0
31XX Equity
3110 Share capital - common stock 6 2,169,341 100.4 2,169,341 115.0
3200 Capital surplus 6 109,311 5.1 107,438 5.7
3300 Retained earnings 6
3320 Special reserve 5,836 0.3 5,836 0.3
3350 Unappropriated earnings (accumulated deficit) (1,688,823) (78.2) (1,741,948) (92.3)
3400 Other equity 6 (30,233) (1.4) (155,861) (8.3)
3500 Treasury stocks 6 (6,669) (0.3) (6,669) (0.4)
3xxx Total equity 558,763 25.9 378,137 20.0
3x2x Total liabilities and equity $ 2,160,912 100.0 $ 1,886,512 100.0

(Please refer to the accompanying notes to these parent company only financial statements.)

Chairman: SHENG, SHAO-LAN

Manager: SHENG, SHAO-LAN

Chief accountant: LU,KUAN-YI


AVISION INC.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2025 AND 2024

Item Notes Expressed in thousands of NTD, except for loss per share
Year ended Dec. 31, 2025 Year ended Dec. 31, 2024
Amount % Amount %
4000 Operating revenue 6 $ 969,298 100.0 $ 1,816,759 100.0
5000 Operating costs 6 735,774 75.9 1,698,424 93.5
5900 Gross profit 233,524 24.1 118,335 6.5
5910 Unrealised profit from sales (7,719) (0.8) (11,063) (0.6)
5920 Realised profit from sales 10,648 1.1 10,292 0.6
5950 Net operating margin 236,453 24.4 117,564 6.5
Operating expenses
6100 Selling and marketing expenses 61,205 6.3 81,200 4.5
6200 General and administrative expenses 67,178 6.9 71,833 4.0
6300 Research and development expenses 301,223 31.1 305,800 16.8
6450 Expected credit loss(gain) 6 (4,686) (0.5) 13,422 0.7
6000 Total operating expenses 424,920 43.8 472,255 26.0
6900 Operating profit (loss) (188,467) (19.7) (354,691) (19.5)
Non-operating income and expenses
7100 Interest income 6 534 0.1 1,027 0.1
7010 Other income 6 21,992 2.3 864 -
7020 Other gains and losses 6 54,356 5.6 37,173 2.0
7050 Finance costs 6 (8,797) (0.9) (9,712) (0.5)
7060 Share of loss of associates and joint ventures accounted for using equity method 6 165,343 17.1 (93,422) (5.1)
7000 Total non-operating income and expenses 233,428 24.2 (64,070) (3.5)
7900 Profit (loss) before tax 44,961 4.5 (418,761) (23.0)
7950 Income tax expense 6 2,018 0.1 1,417 0.1
8200 Profit (Loss) for the year 42,943 4.4 (420,178) (23.1)
Other comprehensive income (loss):
8310 Item that will not be reclassified to profit or loss
8311 Remeasurements of defined benefit 10,182 1.1 18,316 1.0
Unrealised loss from investments in equity instruments measured at fair value through other comprehensive income 6 119,122 12.3 (7,918) (0.4)
8330 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss (2,417) (0.2) (25,955) (1.4)
8310 Total items that will not be reclassified to profit or loss 126,887 13.2 (15,557) (0.8)
8360 Items that may be reclassified to profit orloss:
8361 Financial statements translation differences of foreign operations 6 (251) - 1,619 0.1
8380 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 9,174 0.9 11,564 0.6
8360 Total items that may be reclassified to profit or loss 8,923 0.9 13,183 0.7
8300 Total other comprehensive income or loss, net of tax 135,810 14.1 (2,374) (0.1)
8500 Total comprehensive income or loss for the year $ 178,753 18.5 $ (422,552) (23.2)
Earnings (loss) per share (retrospective) : 6
9750 Basic earnings (loss) per share $ 0.72 $ (7.01)
9850 Diluted earnings (loss) per share $ 0.72 $ (7.01)

(Please refer to the accompanying notes to these parent company only financial statements.)

Chairman: SHENG, SHAO-LAN

Manager: SHENG, SHAO-LAN

Chief accountant: LU,KUAN-YI


AVISION INC.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN
EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024

Item Share capital - common stock Additional paid-in capital Retained earnings Other equity interest Treasury stocks Total equity
Special reserve Unappropriated earnings (accumulated deficit) Financial statements translation differences of foreign operations Unrealised losses from financial assets measured at fair value through other
Balance at January 1, 2024 $ 2,169,341 $ 102,026 $ 5,836 $ (1,337,746) $ 43,225 $ (180,736) $ (6,669) $ 795,277
Loss for the year (420,178) (420,178)
Other comprehensive income (loss) for the year 18,316 13,183 (33,873) (2,374)
Cost of share-based payments 5,412 5,412
Disposals of financial assets measured at fair value through other comprehensive income (2,340) 2,340
Balance at January 1, 2025 $ 2,169,341 $ 107,438 $ 5,836 $ (1,741,948) $ 56,408 $ (212,269) $ (6,669) $ 378,137
Profit (Loss) for the year 42,943 42,943
Other comprehensive income (loss) for the year 10,182 8,923 116,705 135,810
Changes in other capital reserves 1 1
Cost of share-based payments 1,872 1,872
Balance at December 31, 2025 $ 2,169,341 $ 109,311 $ 5,836 $ (1,688,823) $ 65,331 $ (95,564) $ (6,669) $ 558,763

(Please refer to the accompanying notes to these parent company only financial statements.)

Chairman: SHENG, SHAO-LAN

Manager: SHENG, SHAO-LAN

Chief accoun LU,KUAN-YI


AVISION INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024

Item Year ended Dec. 31, 2025 Year ended Dec. 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Profit (loss) before tax $ 44,961 $ (418,761)
Adjustments:
Income/expenses that do not affect cash flow
Depreciation expense 22,043 21,573
Amortisation expense 4,672 736
Expected credit (gain) loss (4,686) 13,422
Interest expense 8,797 9,712
Interest income (534) (1,027)
Costs of share-based payments 1,872 5,412
Gain on disposal of property, plant and equipment (147)
(Gain) Loss on disposal of intangible assets (33,665) (66,199)
Share of subsidiaries, affiliates and joint ventures (165,343) 93,422
accounted for using equity method
Unrealized gains of affiliated companies 7,719 11,063
Realized gains of affiliated companies (10,648) (10,292)
Total adjustments (169,773) 77,675
Changes in operating assets and liabilities
Changes in operating assets
Decrease (increase) in notes receivable 4
Decrease (increase) in accounts receivable 80,218 (45,215)
Decrease (increase) in receivables - related parties 14,464 120,242
Decrease (increase) in other receivables (3,796) 1,230
Decrease (increase) in other receivables - related parties (19,199) 11,141
Decrease (increase) in inventories (31,467) 87,333
Decrease (increase) in prepayments 4,231 6,630
Decrease (increase) in other current assets (3,581) (1)
Total changes in operating assets 40,870 181,364
Changes in operating liabilities
Increase (decrease) in contract liabilities — Current (1,827) (17,986)
Increase (decrease) in notes payable 130
Increase (decrease) in accounts payable 5,319 (10,547)
Increase (decrease) in payables - related partes 144,975 207,917
Increase (decrease) in other payables (12,869) 6,444
Increase (decrease) in other payables - related parties (2,024) (4,759)
Increase (decrease) in provisions - Current (2,542) 3,351
Increase (decrease) in other current liabilities (704) (5,525)
Net defined benefit liabilities — Non-current (11,524) (11,618)
Total changes in operating liabilities 118,934 167,277
Total changes in operating assets and liabilities 159,804 348,641
Net cash flows from operating activities 34,992 7,555
Interest received 534 1,027
Interest paid (8,797) (9,712)
Income taxes refunded (paid) (2,018) (1,417)
Net cash flows from operating activities 24,711 (2,547)

(Continued)


(Continued)
Expressed in thousands of NTD

AVISION INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

Item Year ended Dec. 31, 2025 Year ended Dec. 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Acquisition of property, plant and equipment (1,798) (5,839)
Proceeds from disposal of property, plant and equipment 181
Decrease (increase) in guarantee deposits paid 1,953 8,252
Acquisition of intangible assets (1,905)
Net cash flows used in financing activities 155 689
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in short-term notes and bills payable (25,000)
Increase (decrease) in guarantee deposits received (1) (3)
Increase (decrease) in long-term borrowings (8,637) (46,470)
Increase (decrease) in principals of lease liabilities (4,988) (5,041)
Other financing activities 1
Net cash flows used in financing activities (13,625) (76,514)
Net (decrease) increase in cash and cash equivalents 11,241 (78,372)
Cash and cash equivalents at beginning of year 96,115 174,487
Cash and cash equivalents at end of year $ 107,356 $ 96,115

(Please refer to the accompanying notes to these parent company only financial statements.)

Chairman: SHENG, SHAO-LAN
Manager: SHENG, SHAO-LAN
Chief accountant: LU,KUAN-YI

37


Attachment 7. Deficit Compensation Statement

Avision Inc.

Deficit Compensation Statement

2025

Unit: In New Taiwan Dollars

Item Amount
Loss pending compensation at the beginning of period (1,741,948,147)
Plus: 2025 benefit after tax 42,943,320
Minus: Amount of items other than current after-tax profit that are included in the current year’s undistributed earnings - capital increase in cash 10,181,963
Loss pending compensation at the end of the period (1,688,822,864)

Chairman: Sheng Shao-Lan

Managerial Officers: Sheng Shao-Lan

Accounting Manager: Lu Kuan-Yi

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Attachment 8 Underwriter’s Assessment on the Necessity and Reasonableness of the Private Placement of Common Shares

Avision Inc.

Assessment Report on the Necessity and Reasonableness of Private Placement

Client of the Assessment: Avision Inc.
Recipient of the Assessment: Avision Inc.
Designated Purpose of the Assessment: Exclusively for Avision Inc.’s 2026 Private Placement of Common Shares.
Report Type: Evaluation Opinion on the Necessity and Reasonableness of Private Placement.

Evaluation Institution: E.SUN Securities Co., Ltd.

Representative: Hsuan-Tai, Chen

(Disclaimer: The contents of this evaluation opinion are intended solely as a reference for the Board of Directors’ resolution on April 29, 2026, and the Shareholders’ Meeting resolution on June 10, 2026, regarding this private placement. It shall not be used for any other purposes. Furthermore, this opinion is based on data provided by Avision Inc. and information disclosed via the Market Observation Post System. This underwriter shall not update this opinion or assume any legal liability for future changes to the company’s private placement plans or other events that may lead to changes in the content of this opinion.)

Date: April 20, 2026

39


40

Avision Inc.

Evaluation Opinion of the Underwriter on the Necessity and Reasonableness of the 2026 Private Placement of Securities

I. Introduction

Avision Inc. (hereinafter referred to as "Avision" or "the Company") intends to replenish working capital, strengthen its financial structure, enhance competitiveness, and improve operational efficiency to meet future funding requirements. Considering the timeliness, convenience, issuance costs, and equity stability of capital raising, the Company plans to hold a Board of Directors meeting on April 29, 2026, to resolve the private placement of common shares for the year 2026 (the "Private Placement") in accordance with Article 43-6 of the Securities and Exchange Act. The Company expects to submit a proposal to the Shareholders' Meeting on June 10, 2026, to issue 30,000,000 common shares via private placement, to be carried out in one or two tranches within one year from the date of the shareholders' resolution.

According to Article 4, Paragraph 3 of the "Directions for Public Companies Tendered for Private Placement of Securities," if there is a significant change in management rights during the period from one year prior to the board resolution to one year after the delivery of the private placement securities, the company must engage a securities underwriter to issue an evaluation opinion on the necessity and reasonableness of the private placement. This evaluation follows:

II. Current Status of the Company and Plan for This Private Placement

(I) Financial Status of Avision

The Company was established on April 24, 1991, and listed on the Taiwan Stock Exchange on December 3, 1998. It primarily engages in the R&D, manufacturing, and sale of image scanners, multi-function printers (MFP), and laser printers. Paid-in capital is NT$600,000,000. Summarized consolidated financial data for the last three years are as follows:

The underwriter's evaluation is as follows:

  1. Condensed Consolidated Balance Sheet (Unit: NT$ thousands)
Item 2023 2024 2025
Current Assets 1,731,146 1,212,809 1,691,964
Non-current Assets 753,860 652,032 801,131
Total Assets 2,485,006 1,864,841 2,493,095
Current Liabilities 1,451,613 1,320,297 1,661,275
Non-Current Liabilities 234,736 164,851 271,307
Total Liabilities 1,686,349 1,485,148 1,932,582
Share Capital 2,169,341 2,169,341 2,169,341
Capital Surplus 102,026 107,438 109,311
Retained Earnings (Accumulated Deficit) (1,331,910) (1,736,112) (1,682,987)
Other Equity (137,511) (155,861) (30,233)
Treasury Shares (6,669) (6,669) (6,669)
Total Equity 795,277 378,137 558,763

Attributable to Owners of Parent
Non-controlling Interest 3,380 1,556 1,750
Total Equity 798,657 379,693 560,513

Source: Audited Financial Reports

2. Condensed Consolidated Statement of Comprehensive Income

Unit: NT$ thousand

Item 2023 2024 2025
Operating Revenue 1,965,189 2,547,627 2,894,375
Operating Costs 1,576,264 2,225,464 2,010,515
Gross Profit 388,925 322,163 883,860
Operating Expenses 811,811 703,705 820,835
Operating Income (Loss) (422,886) (381,542) 63,025
Non-operating Income and Expenses 16,170 (17,071) (1,946)
Net Income (Loss) Before Tax (406,716) (398,613) 61,079
Net Income (Loss) for the Period (410,204) (426,431) 43,150
Earnings (Loss) Per Share (NT$) (1.88) (7.01) 0.72

Source: Audited Financial Reports
Note: The Earnings Per Share (EPS) for the fiscal year 2023 has not been retroactively adjusted for the number of shares following the capital reduction, based on the record date of March 9, 2026.

(II) Plan Content of This Private Placement

The Company proposes to issue up to 30,000,000 shares via private placement in one or two tranches within one year of the shareholders' resolution. The issuance price shall not be lower than 80% of the higher of the following two basis prices:

  1. The average closing price of common shares for 1, 3, or 5 business days prior to the pricing date, adjusted for dividends, bonus issues, and capital reductions.
  2. The average closing price of common shares for 30 business days prior to the pricing date, adjusted for dividends, bonus issues, and capital reductions. The Board is authorized to determine the actual pricing date and price based on market conditions and negotiations with specific persons.

(III) Review of Major Changes in Management Rights One Year Prior to the Board Resolution

Between April 30, 2025, and April 29, 2026, there were no changes in director seats; thus, no major change in management rights occurred.

(IV) Review of Potential Management Changes Due to the Introduction of Strategic Investors

There are currently no confirmed subscribers. However, as the 30,000,000 new shares represent 50% of the post-placement capital (totaling 90,000,000 shares), it is possible that new strategic investors could gain board seats and trigger a change in management rights. Therefore, this evaluation is issued.

III. Underwriter's Evaluation Opinion

(I) Evaluation of Legality

Although Avision reported a net profit for 2025, it still carries accumulated deficits; therefore, it is not restricted by Article 3 of the "Directions for Public Companies Tendered for Private Placement of Securities" (which prohibits private placement for profitable companies without


accumulated deficits). The selection of subscribers also complies with Article 43-6 of the Securities and Exchange Act and relevant FSC rulings.

(II) Evaluation of Necessity

Post-pandemic inflation and the Russia-Ukraine war delayed equipment replacement by end-customers, leading to an expanded deficit in 2024. Although 2025 saw a small profit due to high-margin product sales, stable medium-to-long-term capital is necessary to maintain a healthy financial structure. Private placement offers the flexibility and timeliness needed to secure funds quickly, which will improve the debt ratio and benefit shareholder equity.

(III) Evaluation of Reasonableness

  1. Issuance Procedures: The proposal will be resolved by the Board on April 29, 2026, and the Shareholders' Meeting on June 10, 2026. The procedures and pricing methods comply with the law.
  2. Type of Securities: Common shares are widely accepted by the market, making this choice reasonable.
  3. Expected Benefits: The funds will replenish working capital and consolidate the foundation for sustainable operations, which is beneficial to shareholders.

(IV) Evaluation of Subscriber Selection and Feasibility

The selection targets specific persons who can provide direct or indirect operational benefits (e.g., technology, product development, or customer relationships). The three-year lock-up period for private placement securities ensures a long-term partnership, which is necessary for the Company's competitive growth.

(V) Impact on Business, Finance, and Shareholder Equity

  1. Business: Provides funds for daily operations and business expansion, leading to positive revenue and profit prospects.
  2. Finance: Lowers the debt-to-asset ratio and improves the overall financial structure.
  3. Shareholder Equity: Enhances sustainable operation capacity and operational efficiency, thereby increasing shareholder value.

(VI) Conclusion

Based on the Company's current operational status and the need for timely capital, this private placement is deemed necessary and reasonable. The plan content and issuance procedures are in compliance with the Securities and Exchange Act and relevant regulations.

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Statement of Independence

We have been engaged by Avision Inc. to provide an evaluation opinion on the necessity and reasonableness of the 2026 Private Placement. We hereby declare that:

  1. We are not an investee of Avision accounted for under the equity method.
  2. We are not an investor in Avision accounted for under the equity method.
  3. Our Chairman or President is not the same person as Avision's, nor are they spouses or relatives within the second degree of kinship.
  4. We are not a Director or Supervisor of Avision.
  5. Avision is not a Director or Supervisor of this Company.
  6. There are no other related-party relationships as defined under Article 18 of the "Regulations Governing the Preparation of Financial Reports by Securities Issuers."

We have maintained an independent and objective stance in providing this evaluation opinion.

Evaluator: E.SUN Securities Co., Ltd.

Representative: Hsuan-Tai Chen

Date: April 20, 2026


Appendix 1: Articles of Incorporation

Avision Inc.
Articles of Incorporation

Chapter 1 General Rules

Article 1 The Company is organized in accordance with the provisions of the Company Act on companies limited by shares, and is named “Avision Inc.”

Article 2 The scope of business of the Company shall be as follows:

I. CB01020 Affairs Machine Manufacturing,
CC01060 Wired Communication Mechanical Equipment Manufacturing.
CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing.
CC01110 Computer and Peripheral Equipment Manufacturing.
CE01030 Optical Instruments Manufacturing.
CF01011 Medical Devices Manufacturing.
F401010 International Trade.
F401021 Restrained Telecom Radio Frequency Equipments and Materials Import.
F108031 Wholesale of Medical Devices.
F208031 Retail Sale of Medical Apparatus.

Research, development, production, manufacturing and sales of products in the left column:

  1. Digital photocopy machine
  2. Multi-function office machine
  3. Electronic whiteboard
  4. Fast paper feeding/paging system
  5. Scanning module
  6. High resolution film/image scanner
  7. High-end printer
  8. Digital projector
  9. Fax machine and assemblies
  10. Optical engine/module
  11. Wi-Fi version of handheld mobile scanner
  12. Blood analyzer
  13. Capsule endoscopy system and data reader

II. Technical consultation and service related to the aforementioned products.

III. Concurrent import and export trading businesses related to the

44


business scope of the Company.

Article 2-1 The Company’s reinvestments is not subject to the restriction stipulated in Article 13 of the Company Act that the total investment amount shall not exceed 40% of the paid-in capital.

Article 3 The Company has its head office located in the Hsinchu Science Park in Taiwan, Republic of China. If necessary, branch offices may be established at home and abroad with the resolution of the board and the approval of the competent authority.

Article 4 The public announcement method of the Company shall be handled according to Article 28 of the Company Act.

Article 4-1 The Company may provide external endorsements and guarantees in accordance with the “Procedures for Fund Lending and Endorsements and Guarantees.”

Chapter 2 Share

Article 5 The total capital of the Company shall be NTD 3,000,000,000 divided into 300,000,000 shares, at a par value of NTD 10, and the Board of Directors is authorized to perform share issuance at discrete times. Within the total amount of capital referred to in the preceding paragraph, NT$400 million shall be reserved for the issuance of employee stock option certificates, totaling 40 million shares at NT$10 per share, which may be issued in installments based on board resolutions.

Article 5-1 The objects to whom the Company transfers the shares bought back in accordance with laws and regulations may include employees of controlled or affiliated companies who meet certain conditions.

The objects to whom the Company issues employee stock option certificates in accordance with laws and regulations may include employees of controlled or affiliated companies who meet certain conditions.

The employees who may subscribe to new shares in accordance with the Company Act may include employees of controlled or affiliated companies who meet certain conditions.

The employees who may subscribe to new shares with restricted employee rights in accordance with the Company Act may include employees of controlled or affiliated companies who meet certain conditions.

Article 6 The Company’s shares are registered and issued after being certified by the competent authority or its approved issuance registration agency. The shares issued by the Company are exempt from printing and should be registered with a securities central depository institution.

Article 7 (deleted).

45


Article 8 (deleted).

Article 9 Any change and transfer registration of shares shall be prohibited within 60 days prior to the ordinary shareholders’ meeting, 30 days prior to the extraordinary shareholders’ meeting, or 5 days prior to the record date for the distribution of dividends or bonuses or other benefits by the Company.

Chapter 3 Shareholders’ Meeting

Article 10 The Company’s shareholders’ meetings are divided into the following two types:

I. The regular meeting of shareholders that shall be convened within 6 months after close of each fiscal year by the Board of Directors.

II. The special meeting of shareholders that is held when necessary by the Board of Directors.

The meeting method of the Company’s shareholders’ meeting, if resolved by the board meeting, can be physical shareholders’ meeting aided with video, video shareholders’ meeting or other methods announced by the central regulatory authority.

However, if a meeting is held via video conference, shareholders attending the meeting through video conference shall be deemed to attend the meeting in person.

Article 11 A shareholders’ meeting shall be chaired by the chairman. When the chairman of the Board is on leave or for any reason unable to exercise the powers of the chairman, one of the directors shall be appointed 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 12 A meeting notice specifying the date, location and reasons for convening a shareholders meeting shall be sent to all shareholders before 30 days before the date of a regular shareholders’ meeting or before 15 days before the date of a special shareholders’ meeting.

Article 13 Where a shareholder for any reasons cannot attend a shareholders’ meeting in person, the shareholder may appoint a proxy to attend the shareholders’ meeting by providing the signed or sealed proxy form issued by the Company and stating the scope of the proxy’s authorization.

Article 14 (Deleted).

Article 15 Except as otherwise provided in the related laws and regulations, the passage

46


of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders at a meeting attended by shareholders who represent a majority of the total number of issued shares.

Article 15-1 A shareholder shall be entitled to one vote for each share held, except when the shares are deemed non-voting shares under Article 179 of the Company Act.

Chapter 4 Directors and managerial officers

Article 16 The Company shall have 5-7 directors with a 3-year term of office.

Among the aforementioned directors, the number of independent directors shall be no less than 2, and shall be no less than one fifth of the total number of directors.

In the process of electing directors, 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.

Election of directors shall adopt the candidate nomination measure provided in Article 192 of the Company Act, and directors shall be elected from among the list of candidates for directors by the shareholders' meeting. Matters regarding method of nomination and public announcement shall be subject to the rules prescribed by the Company Act and Securities and Exchange Act. Independent and non-independent directors shall be elected at the same time, but in separately calculated numbers.

Functional Committees supervised by the Board of Directors of the Company may be formed, and rules and regulations governing duties of each functional committee shall be adopted and enacted upon the approval of the Board of Directors.

The Audit Committee that is composed of all independent directors shall perform its duties pursuant to Article 14-4 of the Securities and Exchange Act.

With regard to the duties performed by the Company's directors, whether the Company records a profit or loss, payments of compensation to directors, determined by the Board of Directors based on the industrial standards and to the extent of the maximum salary set in the Company's regulations governing the approval of salary, may be made. If the Company records a profit, remuneration shall be allocated in accordance with Article 27 herein.

Article 16-1 The Company may obtain liability insurance to reduce the risk of

47


shareholder or related-party lawsuits for directors arising from performing their duties.

Article 17 (Deleted).

Article 18 The Board of Directors shall elect a chairman of the Board of Directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors. The Chairman shall represent the Company externally.

Article 19 Meetings of the Board of Directors shall be convened by the chairman of the Board of Directors. The majority or more of the directors may, by filing a written proposal the subjects for discussions and the reasons, request the chairman to convene a meeting of the Board of Directors. If the chairman of the Board of Directors fails to convene a Board meeting within 15 days after the filing of the request, the majority or more of the directors may convene a meeting of Board of Directors on their own. Unless otherwise provided for in the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors.

Article 20 The chairman of the Board of Directors shall preside the meeting of the Board of Directors. In case the chairman of the Board of Directors is on leave or cannot exercise his or her power and authority for any cause, the chairman of the Board of Directors shall designate one of the directors to act on his or her behalf. In the absence of such a designation, the directors shall elect from among themselves an acting chairman of the Board of Directors. Each director shall attend the meeting of the Board of Directors in person; if attendance in person is not possible, they may, appoint another director to attend as their proxy. A proxy under preceding paragraph may accept a proxy from one person only.

Article 21 The reasons for calling a Board of Directors meeting shall be notified to each director at least seven days in advance. In emergency circumstances, however, a meeting may be called on shorter notice. The notice for the convention of Board of Directors' meeting of the Company may be made in writing, e-mail or facsimile method to inform all Directors.

Article 22 (Deleted).

Article 23 The Company shall have one president and several vice presidents and the appointment and discharge of the president shall be decided by a resolution to be adopted by a majority vote of the directors. The appointment and dismissal of vice presidents shall be proposed by the president and decided by a resolution to be adopted by a majority vote of the directors.

Article 24 The president shall manage the Company in accordance with resolutions

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adopted by the Board of Directors.

Chapter 5 Accounting

Article 25 The fiscal year for the Company shall be from January 1 to December 31. Annual closing of books shall be made at the close of each fiscal year.

Article 26 Pursuant to Article 228 of the Company Act, at the close of each fiscal year, the Board of Directors shall prepare the following statements and records and shall forward the same to the Audit Committee not later than the 30th day prior to the meeting date of a general meeting of shareholders and submit the Audit Committee’s examination report to the shareholders’ meeting for ratification.

I. Business Report.
II. Financial statements.
III. Earnings distribution or loss make-up proposal.

Article 26-1 If the Company has a profit for a fiscal year, 6% of the profit shall be appropriated as the remuneration of employees, and no more than 2% of the profit shall be appropriated as the remuneration of directors. However, where the Company still has accumulated losses, amount shall be reserved for making up the accumulated loss first.

The remuneration to employees may be in the form of stock or cash and the recipients may include the employees of companies controlled by or affiliated to the Company meeting certain criteria that are to be set by the Board of Directors.

The proposal for distribution of remunerations of employees and directors shall be approved through the resolution of a board of directors’ meeting attended by more than two-thirds of the directors and the consents of a majority of attending directors, and shall also be reported to the shareholders’ meeting.

Article 27 When the Company has surplus earnings after the final account of a fiscal year, amount shall be appropriated to pay profit-seeking business taxes, make up accumulated losses, and set aside 10% as the legal reserve; however, when the legal reserve has reached the total paid-in capital, such restriction shall not be applied. In addition, special reserve is appropriated or reversed according to the regulatory requirements or shareholders’ meeting resolution. For the remaining balance plus the accumulated undistributed earnings of previous year, limited to 5%~70%, the board of directors shall reach a resolution on the distribution proposal for submitting to the shareholders’ meeting for approval on the distribution of shareholders’ bonuses.

Article 27-1 The industrial environment of the Company changes and the corporate’s

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lifecycle is under the stable growth stage. Based on the consideration of the Company’s future capital demand and long-term financial planning and seeking the maximum interest for shareholders, the Company’s dividend policy will be made based on the future capital expense budget and capital demand status of the Company, in order to determine the share dividend and cash dividend distribution ratios. The Company’s dividend policy complies with the aforementioned principles for the distribution; however, when there is distribution of cash dividends, the total of the cash dividend distribution shall be between 10% and 100% of the total dividends.

The Company may propose the earnings distribution or loss make-up at the close of each half fiscal year in accordance with the Company Act. While distributing earnings, the Company shall estimate and reserve the taxes and dues to be paid, the losses to be covered and the legal reserve to be set aside. If such earnings are distributed in the form of cash, it shall be approved by a meeting of the Board of Directors; if in the form of new shares to be issued by the Company, the issuance shall be approved by a resolution adopted by the shareholders meeting in accordance with relevant laws and regulations.

Article 27-2 The Company authorizes the distributable dividends and bonuses in whole or in part may be paid in cash in accordance with Paragraph 5, Article 240 of the Company Act, and the legal reserve and capital reserve in whole or in part be paid in cash in accordance with Article 241 of the same Act after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors. Such a resolution shall be subsequently reported in a shareholders’ meeting.

Article 28 Only the shareholders recorded in the Company’s register of shareholders within 5 days prior to the record date of dividends and bonuses are entitled to dividends distribution.

Article 29 The Company’s organizational charters and operational regulations are adopted separately.

Article 30 Any matters not specified in this Article of Incorporation shall be handled in accordance with the provisions of the Company Act.

The original Articles of Incorporation was established on April 3, 1991. The first amendment was made on October 23, 1991; The second amendment was made on April 24, 1994. The third amendment was made on April 20, 1996. The fourth amendment was made on April 19, 1997. The fifth amendment was made on April 25, 1998. The sixth amendment was made on May 26, 1999. The seventh amendment was made on May 17, 2000. The eighth amendment was made on May 17, 2000. The ninth amendment was

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made on May 4, 2001. The tenth amendment was made on June 6, 2002. The eleventh amendment was made on June 3, 2003. The twelfth amendment was made on June 15, 2004. The thirteenth amendment was made on June 14, 2005. The fourteenth amendment was made on June 14, 2006. The fifteenth amendment was made on June 13, 2007. The sixteenth amendment was made on June 13, 2008. The seventeenth amendment was made on June 9, 2010. The eighteenth amendment was made on June 10, 2011. The nineteenth amendment was made on June 12, 2012. The twentieth amendment was made on June 13, 2013. The twenty-first amendment was made on June 12, 2014. The twenty-second amendment was made on June 15, 2016. The twenty-third amendment was made on June 7, 2017. The twenty-fourth amendment was made on April 12, 2019. The twenty-fifth amendment was made on June 15, 2022. The twenty-sixth amendment was made on June 16, 2023. The twenty-seventh amendment was made on June 26, 2025. The Articles of Incorporation shall come into effect upon the amendment and approval by the shareholders' meeting.

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Appendix 2: Rules of Procedure for Shareholders' Meeting

Avision Inc.

Rules of Procedure for Shareholders' Meeting

I. The shareholders' meetings of the Company shall be conducted in accordance with these Rules.

II. The term “shareholder” as used herein means the shareholder himself/herself and the proxy appointed by the shareholder.

III. Unless otherwise provided by law or regulation, the Company’s shareholders meetings shall be convened by the Board of Directors.

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.

The Company shall prepare electronic versions of the shareholders’ meeting notice and proxy forms and the origins of and explanatory materials related to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders’ meeting or before 15 days before the date of a special shareholders’ meeting. The Company shall prepare electronic versions of the shareholders’ meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders’ meeting. If, however, the Company has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total shareholdings of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders’ meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular shareholders’ meeting. In addition, before 15 days before the date of the shareholders’ meeting, the Company shall also have prepared the shareholders’ meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby.

The Company shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders’ meeting:

  1. For physical shareholders’ meetings, to be distributed on-site at the meeting.
  2. For hybrid shareholders’ meetings, to be distributed on-site at the meeting and shared in form of electronic files on the virtual meeting platform.

  1. For virtual-only shareholders' meetings, electronic files shall be shared on the virtual meeting platform.

The reasons for convening a shareholders' meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

The election or dismissal of directors, change of articles of incorporation, reduction of capital, application for suspension of public offering, permission for directors to compete for business, transfer of capital from surplus, transfer of capital from provident fund, dissolution, merger, demerger or division of the Company or the matters set forth in Paragraph 1 of Article 185 of the Company Act, Article 26-1 and 43-6 of the Securities and Exchange Act, Article 56-1 and Article 60-2 of the Guidelines Governing the Offering and Issuance of Marketable Securities by Issuers, shall be listed in the cause of convocation and the main contents thereof shall be stated, and shall not be raised by extraordinary motion.

Where a re-election of all directors and supervisors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders' meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders' meeting. The number of items so proposed is limited to one only and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any sub-paragraph of paragraph 4, Article 172-1 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda.

A shareholder may propose a recommendation for urging the Company to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.

Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.

Prior to the date for issuance of notice of a shareholders' meeting, the Company shall inform

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the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders' meeting the Board of Directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

IV. For each shareholders' meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy and shall deliver the proxy form to the Company before five days before the date of the shareholders' meeting. When duplicate proxy forms are delivered, the one received the earliest shall prevail, unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

If, after a proxy form is delivered to the Company, a shareholder who wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to the Company 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

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

A shareholders meeting convened by the Company via video conferencing is not subject to the preceding convening location restriction.

VI. The Company shall specify in its shareholders' meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (hereinafter referred to collectively as the "shareholders") will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. 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.

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Shareholders shall attend shareholders’ meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker’s slips, voting slips and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

In the event of a virtual shareholders’ meeting, shareholders wishing to attend the meeting online shall register with the Company 2 days before the meeting date.

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.

VI-1. When the Company convenes a video shareholders’ meeting, the following matters shall be set forth in the notice:

  1. How shareholders attend the virtual meeting and exercise their rights.
  2. II. The handling of obstacles caused by natural disasters, incidents or other force majeure events to the video conference platform or video participation includes at least the following matters:

(1) To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed and the date to which the meeting is postponed or on which the meeting will resume.

(2) Shareholders not having registered to attend the affected virtual shareholders’ meeting shall not attend the postponed or resumed session.

(3) In case of a hybrid shareholders’ meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders’ meeting online, meets the minimum legal requirement for a shareholders’ meeting, then the shareholders’ meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from

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voting on all proposals on meeting agenda of that shareholders' meeting.

(4) Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.

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

VII. 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 his/her power and authority the Vice Chairman to act as a proxy thereof; if there is no Vice Chairman or the Vice Chairman also is on leave or for any reason unable to exercise his/her power and authority, 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 Director as a proxy thereof.

When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for 6 months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as chair.

It is advisable that shareholders' meetings convened by the Board of Directors be chaired by the chairman of the Board in person and attended by a majority of the directors, at least one Audit Committee member in person and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

VIII. The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders' meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least one 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.

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In case of a virtual shareholders' meeting, the Company is advised to audio and video record the back-end operations interface of the virtual meeting platform.

IX. 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.

The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.

However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. 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 1 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 6.

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.

X. If a shareholders meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the Board of Directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by

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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, call for a vote and schedule sufficient time for voting.

XI. Before speaking, a 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.

As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.

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XII. Voting at a shareholders meeting shall be calculated based 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 that may not exercise voting rights in the preceding paragraph shall not be counted in the number of voting rights of shareholders present.

Except for a trust business or a stock agency approved by the competent securities authority, if a person is appointed by more than two shareholders at the same time, the voting rights of the proxy shall not exceed 3% of the total voting rights of the issued shares, and the voting rights in excess shall not be counted.

XIII. Shareholders have one vote per share; However, this does not apply to those who are restricted or have no voting rights listed in Paragraph 2 of Article 179 of the Company Act.

When the Company convenes the shareholders' meeting, it shall exercise its voting rights electronically and in writing; When shareholders exercises voting rights in writing or electronically, the method of exercise shall be set forth in the notice of convening the shareholders' meeting. Shareholders who exercise their voting rights in writing or electronically shall be deemed to have attended the shareholders' meeting in person. They are deemed to have abstained from the provisional motion and the amendment to the original motion for that shareholders' meeting, and therefore the Company is advised to refrain from proposing the provisional motion and the amendment to the original motion.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company 2 days before the date of the shareholders' meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail. However, this does not apply if the previous expression is withdrawn.

After a shareholder has exercised his or her voting rights in writing or electronically, if he or she wishes to attend the shareholders' meeting in person or by video, he or she shall revoke the expression of the exercise of voting rights in the preceding paragraph in the same manner as the exercise of voting rights 2 days before the shareholders' meeting; In the event of revocation exceeds the time limit, the voting rights exercised in writing or electronically shall prevail. If the voting rights are exercised in writing or electronically and the proxy is entrusted to attend the shareholders' meeting with a power of attorney, the voting rights

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exercised by proxy shall prevail.

Except as otherwise provided in the Company Act and the 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 voting, the chairman or his designee shall announce the number of voting rights of the shareholders present case-by-case, and the shareholders shall vote case-by-case, and on the day of the shareholders' meeting, the results of the shareholders' approval, opposition and abstention shall be entered into the Public Information Observatory.

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 anyone 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.

The counting of votes for voting or election proposals at the shareholders' meeting shall be carried out in a public place in the shareholders' meeting venue, and the voting results, including the weights of statistics, shall be announced on the spot after the counting of votes is completed, and a record shall be made.

When the Company convenes a shareholders' meeting by video conference, the shareholders participating by video shall vote on each motion and election motion through the video conference platform after the chairman announces the opening of the meeting, and shall complete the voting before the chairman announces the closing of the voting, and any delay shall be deemed as abstention.

Suppose a shareholders' meeting is held via a video conferencing method. In that case, the votes shall be counted once the chair announces the voting is closed, and the voting and election results shall be announced.

When the Company convenes a video-assisted shareholders' meeting, shareholders who have registered to attend the shareholders' meeting by video in accordance with Article 6 and wish to attend the physical shareholders' meeting in person shall deregister in the same manner as they registered 2 days prior to the shareholders' meeting; if they deregister beyond the time limit, they may attend the shareholders' meeting by video only.

If a shareholder exercises his or her voting rights in writing or electronically and does not revoke his or her intention, and participates in the shareholders' meeting by video, he or she may not exercise his or her voting rights on the original motion or propose amendments to the original motion or exercise his or her voting rights on amendments to the original motion, except for a temporary motion.

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XIV. In the event of an election of directors at the shareholders' meeting, the election results shall be announced on the spot, including the list of elected directors and the number of votes they received, as well as the list of unsuccessful directors and the number of votes they received.

The election ballots for the aforementioned election shall be sealed and signed by the scrutineers and kept in a safe place for at least one year. However, if a lawsuit is filed by the shareholders' meeting in accordance with Article 189 of the Company, it shall be kept until the end of the lawsuit. The related information shall be kept until the end of the lawsuit.

XV. The matters resolved at the shareholders' meeting shall be made into a meeting minutes, signed or sealed by the chairman, and shall be distributed to the shareholders within 20 days after the meeting. The production and distribution of the meeting minutes shall be done electronically.

For the distribution of the above meeting minutes, the Company may use the Public Information Observatory to make an announcement.

The meeting date, month, day, place, name of the chairman, method of resolution, main points of the proceedings, and voting results (including the number of votes) shall be recorded, and when there is an election of directors, the number of votes received by each candidate shall be disclosed. The meeting minutes shall be retained permanently for the duration of the Company's existence.

If a shareholders' meeting is convened by video, the meeting minutes shall include, in addition to the matters required to be recorded in the preceding paragraph, the starting and ending time of the shareholders' meeting, the manner in which the meeting is convened, the names of the chairman and the recorder, and the manner and circumstances under which the video conference platform or participation by video obstructed due to natural disasters, events or other force majeure circumstances.

When the Company convenes a video shareholders' meeting, in addition to the provisions of the preceding paragraph, it shall specify in the meeting minutes the alternative measures provided to shareholders who have difficulties in participating in meeting by video.

XVI. The number of shares solicited by the requester, the number of shares represented by proxy, and the number of shares attended by shareholders in writing or electronically shall be clearly disclosed in the shareholders' meeting venue on the date of the shareholders' meeting in a statistical form prepared in accordance with the prescribed format; if the shareholders' meeting is held by video, the Company shall upload the aforementioned information to the video conference platform of the shareholders' meeting at least 30 minutes before the start of the meeting and continue to disclose it until the end of the meeting.

When the Company convenes a video conference for shareholders, the total number of

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shares of shareholders present shall be disclosed on the video conference platform when the conference is announced. The same applies if the total number of shares and voting rights of shareholders present at the meeting is otherwise counted.

If a resolution at a shareholders’ meeting is a material information required by law or by the Taiwan Stock Exchange Corporation, the Company shall transmit the content to the Market Observation Post System within the limited time.

XVII. The staff serving on the shareholders’ meeting shall wear identity certificates 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 are present to help maintain order, they should wear armbands or identification cards.

If the meeting place is equipped with sound amplifying equipment, the chairman may stop the shareholders from speaking unless they are using the equipment equipped by the Company.

If a shareholder disobeys the chairman’s correction for violating the rules of procedure and obstructs the proceedings of the meeting, the chairman may direct the inspector or the security officer to ask him/her to leave the meeting.

XVIII. While a meeting is in progress, the chairman may declare a break at an appropriate time or, in the event of irresistible events, the chairman may suspend the meeting temporarily and, as the case may be, declare the time for resumption of the meeting.

If the meeting venue cannot be used until the agenda and proceedings of the shareholders’ meeting (including temporary motions) are completed, the shareholders’ meeting shall resolve to find another venue to continue the meeting.

The shareholders’ meeting shall, in accordance with the provisions of Article 182 of the Company Act, resolve to adjourn or renew the meeting within 5 days.

XIX. If a shareholders’ meeting is held by video, the Company shall disclose the voting results of each motion and election results on the video conference platform of the shareholders’ meeting immediately after the close of voting in accordance with the regulations, and shall continue to do so for at least 15 minutes after the meeting is adjourned by the chairman.

XX. When the Company holds a video shareholders’ meeting, the chairman and the recorder shall be present at the same place in the country, and the chairman shall announce the address of such place at the time of the meeting.

XXI. If a shareholders’ meeting is held by video, the Company may provide a simple connection test for shareholders before the meeting and provide related services immediately before and during the meeting to assist in handling technical problems of communication.

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If a shareholders’ meeting is convened by video, the chairman shall, at the time of announcing the meeting, separately announce that, except for the circumstances specified in paragraph 4, Article 44-20 of the Guidelines Governing the Administration of Shareholder Services of Public Companies that do not require the adjournment or continuation of the meeting, if, before the chairman announces the adjournment of the meeting, an obstacle to participation on the video conference platform or by video occurs due to a natural disaster, an event or other force majeure that lasts for more than 30 minutes, the date of the meeting shall be adjourned or renewed within 5 days, and the provisions of Article 182 of the Company Act shall not apply.

In the event of the preceding paragraph, the meeting shall be postponed or resumed, and shareholders who have not registered to participate in the original shareholders’ meeting by video shall not participate in the postponed or resumed meeting.

For shareholders who have registered to participate in the original shareholders’ meeting by video and completed the registration, and those who have not participated in the postponed or resumed meeting, the number of shares, voting rights and voting rights exercised at the original shareholders’ meeting of them shall be included in the total number of shares, voting rights and voting rights of shareholders attending the postponed or resumed meeting.

If the shareholders meeting is postponed or reconvened according to the provisions of the paragraph 2, there is no need to re-discuss and resolve on the motions for which polling and counting have been completed and the voting results or the names of the directors elected have been announced.

Suppose a video-assisted shareholders meeting held by the Company cannot continue due to issues described in Paragraph 2. In that case, the shareholders’ meeting shall continue if the total number of shares in attendance still reaches the statutory quota for the shareholders’ meeting resolution after deducting the number of shares attending the shareholders meeting by video. There is no need to postpone or reconvene the meeting according to Paragraph 2.

In the event that the meeting shall continue in the event of the preceding paragraph, the number of shares present at the shareholders’ meeting shall be included in the total number of shares of the shareholders present in the event that the meeting shall be continued in the event of the preceding paragraph, but they shall be deemed to have abstained in respect of all the proposals of the meeting.

If the shareholders meeting’ is postponed or reconvened according to the provisions provided by Paragraph 2, the relevant preparatory work according to the original shareholders’ meeting date and the relevant provisions shall be implemented in accordance with the Paragraph 7, Article 44-20 of the Regulations Governing the

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Administration of Shareholder Services of Public Companies.

During the period specified in the latter paragraph 3 of Article 12 and Article 13 of the rules for the use of power of attorney for shareholders’ meetings of a publicly offered company, and the second paragraph 2 of Article 44-5, Article 44-15 and paragraph 1 of Article 44-17, Paragraph 1 of the Guidelines Governing the Administration of Shareholder Services of Public Companies, the Company shall postpone or resume the date of the shareholders’ meeting in accordance with the provisions of Paragraph 2.

XXII. If the Company convenes a shareholders meeting via video conferencing, appropriate alternatives shall be provided for shareholders who have difficulty attending the shareholders meeting via video conferencing.

XXIII. The Rules shall be implemented after approval by the shareholders meeting, and the same shall apply to its amendments.

These Rules were amended at the shareholders’ meeting held on June 10, 2015.

These Rules were amended at the shareholders’ meeting held on June 18, 2021.

These Rules were amended at the shareholders’ meeting held on June 16, 2023.

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Appendix 3: Number of shares held by all Directors

Avision Inc.

Number of shares held by all directors and minimum number of shares to be held

I. The number of shares of the current directors of the Company are as follows:

  1. The Company has paid-in capital of NT$2,169,340,840 and issued 216,934,084 shares of common stock.
  2. The minimum number of shares required to be held by all directors under Article 26 of the Securities and Exchange Act is 12,000,000 shares.
  3. The number of shares held by all directors of the Company has reached the statutory percentage standard.
  4. The Company has an audit committee, so there is no statutory shareholding for supervisors.

II. The number of shares held by all directors as of the date of cessation of transfer at the regular shareholders' meeting held on April 12, 2026 is as follows:

As of April 12, 2026

Title Name As of the date on which the shareholders' meeting ceases to transfer the property
Number of shares held as recorded in the register of shareholders Holding ratio (%)
Chairman Sheng Shao-Lan 16,870,300 7.78
Director Wu Yung-Chuan 39 0.00
Director Shih Po-Sheng 31,896 0.01
Independent Director Liang Chiang-Wei - 0.00
Independent Director Peng Ming-Hsiu - 0.00
Independent Director Chen Kuang - 0.00
Independent Director Tsung Jui-Yao - 0.00
Total 16,902,235 7.79

Note: As the share exchange process has not been completed, the number of shares held is presented based on the original shareholdings.


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Avision

A vision of your office

Avision Inc. | No.20, Creation Rd 1, Baoshan Township, Hsinchu County, Hsinchu Science Park, Taiwan, R.O.C.
Tel: 886-3-5782388 | Fax: 886-3-5777017