Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

CyberLink AGM Information 2026

May 18, 2026

52460_rns_2026-05-18_fd5e0305-053b-4dac-9138-cff87abaa7ec.pdf

AGM Information

Open in viewer

Opens in your device viewer

CyberLink

Stock Code: 5203

CyberLink Corp.

2026 Annual Meeting of Shareholders’ Meeting Handbook (TRANSLATION)

Meeting Date: June 18, 2026

Venue: 2F, No. 223, Sec. 3, Beixin Rd., Xindian District, New Taipei City (Taipei innovation city Convention Center 2C International Conference Hall)

Notice to readers :

This English version handbook is a summary translation of the Chinese version and is not an o_cial document of the shareholders’ meeting. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.

CyberLink


Table of Contents

Page

  1. Meeting Procedure ... 1
  2. Meeting Agenda ... 3
    (1) Report Items ... 5
    (2) Ratification Items ... 6
    (3) Discussion Items ... 8
    (4) Election Items ... 8
    (5) Other Proposals ... 10
    (6) Extraordinary Motion ... 11
  3. Attachments ... 12
    (1) 2025 Annual Business Report ... 13
    (2) Audit Committee’s Review Report ... 18
    (3) Independent Auditor's Report and 2025 Parent Company Only Financial Statements ... 19
    (4) Independent Auditor's Report and 2025 Consolidated Financial Statements ... 31
    (5) Procedures for Election of Director (Newly Enacted) ... 43
  4. Appendices ... 46
    (1) Rules of Procedure of Shareholders’ Meeting ... 47
    (2) Articles of Incorporation ... 59
    (3) Procedures for Election of Director ... 64
    (4) Shareholdings of Directors ... 66

1

1.Meeting Procedure


2

CyberLink Corp.
Procedure for 2026 Annual Meeting of Shareholders

  1. Call the Meeting to Order
  2. Chairman's Remarks
  3. Report Items
  4. Ratification Items
  5. Discussion Items
  6. Election Items
  7. Other Proposals
  8. Extraordinary Motions
  9. Meeting Adjournment

3

2. Meeting Agenda


4

CyberLink Corp.
Agenda of 2026 Annual Meeting of Shareholders

Type of meeting: Physical shareholders' meeting

Time: 9:00am., June 18, 2026 (Thursday)

Venue: 2F, No. 223, Sec. 3, Beixin Rd., Xindian District, New Taipei City
(Taipei innovation city Convention Center 2C International Conference Hall)

  1. Call the Meeting to Order
  2. Chairman's Remarks
  3. Report Items
    (1) To report the business of 2025.
    (2) Audit Committee's review report.
    (3) To report 2025 employees' and directors' remuneration.
  4. Ratification Items
    (1) Adoption of the 2025 business Report and Financial statements.
    (2) Adoption of the Proposal for Distribution of 2025 Profits.
  5. Discussion Items
    Adoption of the Procedures for Election of Directors
  6. Election Items
    Election of new directors.
  7. Other Proposals
    Discussion to approve the lifting of non competition restrictions for directors and their representatives
  8. Extraordinary Motions
  9. Meeting Adjournment

Report Items

Motion 1:

Subject: To report the business of 2025.

Description: Please refer to Attachment 1 in page 13 to 17.

Motion 2:

Subject: Audit Committee’s review report.

Description: Please refer to Attachment 2 in page 18.

Motion 3:

Subject: To report 2025 employees’ and directors’ remuneration.

Description:

  1. In accordance with Article 27 of the Company's Articles of Incorporation, if the Company records a profit (the income before tax that undistributed employees’ compensation and directors’ remuneration) in the year, the Company shall allocate no less than 3% of the profits earned during the current year for the purpose of employee compensation (of which no less than 20% shall be designated for frontline employees) and no more than 1.5% of the same for the director’s remuneration.

  2. The Company’s profit (the income before tax that undistributed employees’ compensation and directors’ remuneration) in 2025 is NT$480,286,904.

  3. It is proposed to allocate 1.02% as director remuneration for 2025, at an amount of NT$4,900,000, to be distributed equally to all directors.

  4. It is proposed to allocate 21.37% as employee compensation for 2025 at an amount of NT$102,641,500, of which 50% (NT$ 51,320,750) is proposed to be allocated to frontline employees, to be distributed in cash.

5


Ratification Items

Motion 1:
[Proposed by the Board of Directors]

Subject: Adoption of 2025 business report and financial statements.

Description: The 2025 Financial Statements of company were audited by independent auditors Chin-Lian Huang and Chung-Hsi Lai of PwC Taiwan. For the 2025 Business Report and Financial Statements, please refer to Attachment 1 in pages 13 to 17, Attachments 3 in pages 19 to 30, and Attachment 4 in pages 31 to 42. The motion is open for acknowledgment.

Resolution:

Motion 2:
[Proposed by the Board of Directors]

Subject: Adoption of the Proposal for Distribution of 2025 Profits.

Description: The Company’s 2025 earnings distribution schedule has been approved by the board meeting; please acknowledge.

CyberLink Corp.
2025 Earnings Distribution Schedule

Unit: NT$

Item Amount
Subtotal Total
Net Income of 2025 286,976,092
Less: Appropriation to Special Reserve (103,940,139)
Less: Actuarial Loss from Defined Benefit Plan (Current Year) (10,163,946)
Less: Current-year Adjustments to Retained Earnings (180,102)
Earnings in 2025 Available for Distribution 172,691,905
Plus: Unappropriated Retained Earnings of Previous Years 238,172,408
Retained Earnings Available for Distribution as of December 31, 2025 410,864,313
Distribution items: :
Cash dividend of ordinary shares (NT$ 3.6 per share) (285,633,180)
All distribution items: (285,633,180)
Unappropriated Retained Earnings as of December 31, 2025 125,231,133

Chairman: Jau Huang
GM: Mei Guu
Chief Financial Officer: Ruby Hsiao
Vicemt Lin


Note:

  1. The cash dividend is NT$3.6 per share, a total of NT$285,633,180 was allocated, calculated based on 79,342,550 shares outstanding of March 25, 2026.

  2. If the legal reserve has exceeded the paid-in capital, it is not required to set aside any further legal reserve according to law; therefore, it is not proposed to set aside any legal reserve this year.

  3. In accordance with the provisions of the letter from the Ministry of Finance dated April 30, 1998 referenced Tai-Tsai-Shui No. 871941343, the surplus of 2025 will be distributed first; if there is any deficiency, the surplus will be distributed in the order of last in first out according to the year in which it is generated.

  4. Cash dividends distributed to shareholders are calculated up to NT$1 and rounded off below NT$1. Any amount less than NT$1 is transferred to the Company’s Employee Welfare Committee. Therefore, the above is in line with the principle that the current cash dividend distribution shall not be less than 20% of the annual dividend distribution as required in the dividend policy of the Company.

  5. However, if the total share capital changes due to the repurchase of shares of the Company or the implementation of employee stock options or other factors, it is proposed to request the shareholders’ meeting to authorize the Chairman to handle the relevant changes, and an announcement will be made separately in due course.

  6. The Board of Directors will be authorized to set the ex-dividend date after the cash dividend proposal is approved in the shareholders’ meeting.

Resolution:


Discussion Items

Motion 1:
[Proposed by the Board of Directors]

Subject: Adoption of the Procedures for Election of Directors.

Description:

  1. In accordance with the Taiwan Stock Exchange Corporation’s announcement dated June 3, 2020 (Ref. No. TWSE Governance Letter No. 1090009468), and in view of the substantial scope of amendments and the difficulty in preparing a comparative table, the Company has newly enacted the “Procedures for Election of Directors” and repealed the original “Procedures for Election of Directors.”

  2. Please refer to Attachment 5 on pages 43 to 45 for the newly enacted “Procedures for Election of Directors.”

  3. Submitted for discussion.

Resolution:

Election Items

Motion 1:
[Proposed by the Board of Directors]

Subject: Election of new directors.

Description:

  1. The term of office of the current directors will expire on June 19, 2026. In accordance with Article 195 of the Company Act, in order to facilitate the operation of the general shareholders’ meeting, it is proposed to bring this year’s general shareholders’ meeting forward to conduct a comprehensive re-election.

  2. In accordance with the Articles of Incorporation of the Company, the Board shall consist of five to seven directors, each serving a term of three years. It is proposed to elect seven directors, including three independent directors, at this Annual General Meeting. The candidate nomination system is adopted, and directors shall be elected by the shareholders from the list of candidates. The term of office for the newly elected directors shall be three years, commencing on June 18, 2026, and expiring on June 17, 2029. The new directors shall take office immediately upon the conclusion of this shareholders’ meeting.

  3. The independent directors’ professional qualifications, shareholding, part-time job restrictions, nomination and appointment methods and other matters to be observed shall be handled in accordance with the relevant provisions of the competent securities authority.


  1. According to the provisions of the Articles of Incorporation, the candidate nomination system is adopted for the election of directors of the Company. The candidate list is as follows:
Director candidate list Shareholding (4/20) Education background Work experience
Jau Huang 2,797,910 - Ph.D. in Electrical Engineering, UCLA - Chairman & CEO, CyberLink Corp.
- Director of Perfect Corp. (Cayman)
- Founder, CyberLink Corp.
ClinJeff Corp.
Representative: Alice H. Chang 12,176,497 - MBA, UCLA - Chairman & GM, Perfect Corp. (Cayman)
- GM, CyberLink Corp.
- Global Executive Vice President, Trend Micro
ClinJeff Corp.
Representative: Ying-Lun Hai 12,176,497 - Department of Tourism, Chinese Culture University - Chairman, Protour Taiwan
- Director, CyberLink Corp.
Rocky Mountain Investment Ltd.
Representative: Yi-Chen Huang 106,000 - Department of Information Management, National Taiwan University (not completed) - Director, CyberLink Corp.
- Chairman, Perfect Corp.
Independent director candidate list Shareholding (4/20) Education background Work experience
--- --- --- ---
Yean-Jen Shue 5,000 - Ph.D. University of Florida, Department of Electrical Engineering - CTO & Senior VP, Pegatron Corp.
- Special Assistant of Chairman & Senior VP, Pegatron Corp.
Chao-Ming Wang 0 - Master's Degree in Accounting of National Chengchi University - Certified Public Accountant, PwC Taiwan
- Independent Director, My Humble House Hospitality Management Consulting Co., Ltd.
- Independent Director, Tung Mung Development Co., Ltd
- Independent Director, SEA & LAND Integrated Corp
Yu-Shen Lan 65,197 - Master's Degree, Graduate Institute of Human Resource Management, National Central University
- Ph.D. program, Graduate Institute of Human Resource Management, National Central University - Vice President of Human Resources Department, Altek Corporation
- Assistant Vice President of Human Resources Department, Phoenix Technologies Ltd.
- Asia Pacific
- Assistant Vice President of Human Resources, Lam Research Co., Ltd.
- Assistant Vice President of Human Resources CitiBank
  1. Please proceed with the election.

Election results:


10

Other Proposals

Motion 1:
[Proposed by the Board of Directors]

Subject: Discussion to approve the lifting of non competition restrictions for directors and their representatives.

Description:

  1. In accordance with Article 209 of the Company Act, a director who engages in acts for himself/herself or others that fall within the scope of the Company’s business shall explain the major contents of his/her acts to the shareholders’ meeting and obtain its permission.

  2. The directors and their representatives re-elected at the 2026 general shareholders’ meeting of the Company may invest in or operate other companies with the same or similar business scope as the Company’s, and without prejudice to the interests of the Company and in accordance with Article 209 of the Company Act, the general shareholders’ meeting is requested to agree to lift the non-compete on the Company’s directors and their representatives from their date of taking office. The contents of the concurrent post of the directors and their representatives are as follows.

  3. Please discuss.

Name Company Name and Concurrent Position
Jau Huang Chairman, CyberLink.Com Corp. (CyberLink USA)
Chairman, CyberLink International Technology Corp.(CyberLink BVI)
Chairman, CyberLink Inc.(CyberLink Japan)
Director, Perfect Corp. (Cayman)
Alice H. Chang Chairman & GM, Perfect Corp. (Cayman)
Chairman, Perfect Corp. (USA)
Dirctor, Perfect Corp. (Japan)
Chairman, Perfect Corp. (Shanghai)
Chairman, Perfect Corp. SARL (France)
Chairman, Perfect Mobile Corp. (BVI)
Chairman, Wannaby Inc. (USA)
Chairman, UAB Wannaby (Lithuania)
Corporate Director Representative, Vita Elements Biomedical Corp.
Yi-Chen Huang Chairman, Perfect Corp. (Perfect Taiwan)
Director, World Speed Company Limited (BVI)
Director, DVDonet.com Inc.
Director, Golden Edge Co., Ltd.
Director, Ideal Max Management Limited

Name Company Name and Concurrent Position
Chao-Ming Wang -Independent Director, My Humble House Hospitality Management Consulting Co., Ltd.
-Independent Director,Tung Mung Development Co., Ltd
-Independent Director, SEA & LAND Integrated Corp
Yean-Jen Shue CTO & Senior VP of Pegatron Corp.

Resolution:

Extraordinary Motion

Adjournment


12

3. Attachments


13

Attachment I

2025 Annual Business Report

In 2025, generative artificial intelligence (GenAI) technologies experienced rapid development. The depth and breadth of applications across various models continued to expand, creating numerous business opportunities for the software industry. In response to this development trend, CyberLink has focused on executing three core strategies—AI + creation, full-platform product development, and diversified customer expansion—to strengthen the Company’s position in the global video creation software market.

AI + Creation

CyberLink actively integrates advanced AI technologies developed by companies such as Google, OpenAI, and Black Forest Labs into its products. In 2025, the Company introduced more than ten generative AI models, which were applied to creative content generation, marketing design, and editing automation. This strategy enables the Company to access high-quality AI technologies at a controllable cost amid the continuous advancement of AI technology, thereby enhancing the competitiveness of its products.

In 2025, the Company’s portfolio of video and creative software products introduced an expanded range of AI-enabled features. For example, the video editing software PowerDirector added more than 20 new features and enhancements, including image- and text-to-video generation, automatic clip editing, and voice translation. The image editing software PhotoDirector now offers more than 25 edge computing technologies and over 20 generative AI features, covering three key areas: AI-enhanced editing, AI artistic creation, and AI beauty retouching.

Full-Platform Product Development

The Company’s creative software portfolio adopts a full-platform development strategy, comprehensively covering PC, mobile devices, and web applications. The PC platform has long been a key market for the Company. According to IDC statistics, global PC shipments grew to approximately 280 million units in 2025, providing stable end-user demand for the video software market. In addition to its existing markets, the Company continues to expand opportunities in AI PCs by closely collaborating with the hardware ecosystems of Intel Core Ultra and AMD Ryzen. Through joint optimization of software functionality and computing performance, as well as co-marketing initiatives, the Company actively promotes the development of AI PCs and further strengthens CyberLink’s important position in the PC market.

In the mobile segment, the Company continues to enhance the competitiveness of its flagship products, PowerDirector and PhotoDirector, while expanding into AI-generated/editing and beauty and fashion vertical markets through growth-oriented products such as MyEdit Mobile and Vivid Glam. On the web platform, the Company positions MyEdit as its core product, integrating a wide range of online tools for audio, image, and video processing together with the latest AI features. This approach effectively attracts cross-device user traffic and continues to drive operational momentum.


Diversified Customer Expansion

CyberLink’s primary customer base consists of general consumers with needs for video editing and entertainment. To enhance customer diversity, the Company continues to expand its business customer segment through Promeo, a digital marketing design software. Promeo provides users with a comprehensive AI-driven marketing solution that helps enterprise customers rapidly improve marketing effectiveness. For example, the newly launched AI Marketing Advisor feature integrates AI models for text, images, and video, supporting a complete workflow from product positioning analysis to marketing copywriting, layout design, and video advertisement generation. This enables marketers and small and medium-sized enterprises to efficiently produce professional-grade marketing materials with limited manpower and budgets.

In addition, the Company continues to expand its B2B market through the FaceMe facial recognition product line, with a strategic focus in 2025 on deepening applications in digital identity verification and high-security verticals. FaceMe eKYC integrates facial recognition, liveness detection, and identity document verification technologies to help financial institutions and digital platforms reduce fraud and regulatory risks while improving operational efficiency. FaceMe Security has been successfully deployed in government agencies and enterprise environments with high security requirements, further strengthening smart security applications. Moreover, in response to the growing demand for age verification—such as online platforms and self-checkout purchases of alcohol and tobacco in physical retail settings—FaceMe has proactively expanded its solutions and achieved leading results in the NIST age verification evaluations.

With the successful execution of its strategies, the Company’s total revenue in 2025 increased by 18.9% year over year to NT$2.46 billion, reaching a new high in nearly 12 years. All three major product lines recorded positive growth. Revenue from the Creative Editing Software (Create B2C) product line reached another historical high, growing by 19.0% year over year and accounting for 73.8% of total revenue. Both flagship products (PowerDirector and PhotoDirector) and emerging products (MyEdit, Promeo, and Vivid Glam) reported revenue growth compared to the previous year. The Computer Vision product line, centered on FaceMe facial recognition technology and applied across financial services, digital identity verification, access control, and security markets, contributed a stable 4.9% of total revenue. The PC-OEM/ODD product line saw a recovery from its previous decline, as retail sales of the video playback software PowerDVD exceeded expectations, contributing 21.3% of total revenue.

While advancing its business development, CyberLink is also committed to corporate sustainability. On the environmental front, the Company has implemented greenhouse gas inventories and adopted energy efficiency improvement as a core decarbonization strategy. In talent development, the Company is dedicated to fostering a high-quality workplace. In 2025, CyberLink not only retained its leading position among listed information service companies in terms of median employee compensation, but also received the HR Asia Best Companies to Work for in Asia Award. Furthermore, through the CyberLink Power of Beauty Education Foundation, the Company leverages its core expertise in digital media to support social engagement. In 2025, the Foundation helped

14


more than 1,300 underprivileged students develop creative video editing skills and demonstrated its long-term commitment to society through initiatives such as blood donation drives, scholarships, and disaster relief fundraising.

Looking ahead, CyberLink will continue to drive innovation through AI technologies, expand applications in digital media creation, and enhance product competitiveness and user experience. Building on a foundation of sound and stable operations, the Company is committed to creating long-term value for shareholders, customers, and society.

2025 business overview:

1. Operating results

For 2025, consolidated global revenue amounted to approximately NT$ 2.46 billion, with full-year operating profit of approximately NT$ 0.368 billion. Consolidated revenue increased by $18.9\%$ compared to the previous year. The parent company in Taiwan recorded full-year revenue of approximately NT$ 2.044 billion, representing a $17.0\%$ increase year over year. Net profit after tax for 2025 totaled approximately NT$ 0.287 billion, reflecting a $8.8\%$ decrease compared to the prior year, while overall revenue performance showed significant growth.

2. Revenue, expense, and profitability analysis:

a. Global consolidated financial information:

Unit: NT$ thousands; %

Item 2025 2024 Variation %
Profit and loss Revenue 2,459,506 2,068,359 18.9%
Gross profit 2,077,553 1,747,069 18.9%
Operating expenses 1,709,777 1,571,501 8.8%
Net income 286,976 314,595 -8.8%
Profitability Return on assets (%) 4.72 5.32 -11.3%
Return on equity (%) 6.13 6.86 -10.6%
As a percentage of paid-up capital (%) Operating income 46.35 22.24 108.4%
Income before tax 49.55 47.67 3.9%
Net profit margin (%) 11.67 15.21 -23.3%
Earnings per share (EPS) (in NT dollars) 3.63 3.98 -8.8%

b. Domestic revenues of parent company:

Unit: NT$ thousands; %

Item 2025 2024 Variation %
Profit and loss Revenue 2,044,184 1,746,563 17.0%
Gross profit 1,738,193 1,487,720 16.8%
Operating expenses 1,428,689 1,332,309 7.2%
Net income 286,976 314,595 -8.8%
Profitability Return on assets (%) 4.88 5.48 -10.9%
Return on equity (%) 6.13 6.86 -10.6%
As a percentage of paid-up capital (%) Operating income 39.01 19.68 98.2%
Income before tax 46.98 46.38 1.3%
Net profit margin (%) 14.04 18.01 -22.0%
Earnings per share (EPS) (in NT dollars) 3.63 3.98 -8.8%
  1. Research and development:

(1) In 2025, the Company completed the development of multiple new products and version upgrades, and continued to launch subscription-exclusive video and audio effect content packs. Newly released multimedia products included the desktop versions of Director Suite and Promeo, as well as the mobile versions of PowerDirector, PhotoDirector, and MyEdit. In addition, the Company continued to develop and roll out new features for the MyEdit web platform.

(2) In response to the emerging AI PC trend, the Company optimized its Windows-based products, including PowerDirector, PhotoDirector, and Promeo. These products support multiple PC platforms and leverage on-device AI chip computing power to deliver AI functionalities. This approach not only enhances user experience but also eliminates the need for users to incur cloud computing costs. Supported platforms include Intel, AMD, and other ARM-based PCs.

(3) The Company developed and launched the “AI Auto Edit” feature in PowerDirector, which automatically identifies highlights and transforms users’ short video and photo materials into polished videos. Meanwhile, Promeo introduced its first AI Marketing Advisor, which combines CyberLink’s latest content understanding technology with large language models (LLMs) to provide a one-stop, real-time, and privacy-focused intelligent marketing solution. This feature helps enterprise customers, small and medium-sized businesses, and individual sellers quickly identify target audiences, streamline content production workflows, and enhance promotional exposure during the early stages of product marketing.


(4) The Company successfully developed and launched the MyEdit video editor, positioning MyEdit as a comprehensive online platform for image, audio, and video editing. In addition to offering a Timeline-based video editing mode that enables flexible video creation, the platform provides a wide range of AI-powered tools, such as AI video quality enhancement, audio noise reduction, face detection, and scene detection, to assist users in efficiently completing multimedia creations.

(5) The Company continued to enhance its FaceMe facial recognition algorithms and delivered major upgrades to the intelligent security software FaceMe Security and the facial recognition solution FaceMe Platform, enabling enterprise customers to rapidly deploy facial recognition solutions across various application scenarios.

Chairman: Jau Huang

GM: Mei Guu Vincent Lin

Chief Financial Officer: Ruby Hsiao


Attachment II

Audit Committee’s Review Report

The 2025 financial statements (including parent company only financial statements and consolidated financial statements) presented by the Board of Directors have been audited by CPA Huang, Chin-Lien and CPA Lai, Chung-Hsi of PwC Taiwan. We, the Audit Committee, have reviewed the above financial statements along with the business report and earnings distribution proposal, and consider them having presented a fair view of the Company’s financial position and business performance, for which we issue this review report in accordance with the relevant provisions of the Securities and Exchange Act and the Companies Act.

For

CyberLink Corp.

Audit Committee convener

Yean-Jen Shue

March 26, 2026

18


Attachment III

Independent Auditor’s Report translated from Chinese

To the Board of Directors and Stockholders of CyberLink Corp.

Opinion

We have audited the accompanying parent company only balance sheets of CyberLink Corp. (the “Company”) as of December 31, 2025 and 2024, 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 significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2025 and 2024, and its parent company only financial performance and 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 Financial Statements Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor’s 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 Accountants in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

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

19


Key audit matters for the Company’s 2025 parent company only financial statements are stated as follows:

Accuracy of revenue recognition timing for online product downloads via partnering e-commerce platforms

Description

Please refer to Note 4(27) for the description of accounting policy on operating revenue and Note 6(20) for details of operating revenue.

The Company generates revenue through various sales types, including online product downloads via partnering e-commerce platforms, sales through channels, and bundled products sold with computer hardware. Among them, revenue generated from online products downloads via partnering e-commerce platforms accounts for 73.00% of the Company’s total revenue. After consumers downloaded products online to their devices such as computers and mobile phones, the Company obtains sales reports regularly from the e-commerce platforms and recognizes sales revenue according to the rights and obligations stated in the agreements. As the frequency of sales reports provided by different e-commerce platform differs, and the process of recognizing revenue usually involves manual operations, there may be differences in the timing of revenue recognition near the end of the financial reporting period, which could have a significant impact on the presentation of the parent company only financial statements. Therefore, we consider that the accuracy of revenue recognition timing for online product downloads via partnering e-commerce platforms is one of the key audit matters for this current fiscal year.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  1. Understood and tested the effectiveness of management’s internal control procedures for the revenue recognition of sales through e-commerce platforms, including obtaining and reconciling sales reports provided by e-commerce platforms with licensing agreements to ensure that revenue recognitions properly recorded.
  2. Performed the cut-off test on sales revenue from product downloads on e-commerce platforms incurred in a certain period before and after the end of the financial report period, including verifying sales reports provided by e-commerce platforms and authorization agreements and confirming that such sales revenue has been recorded in proper period.

Fair value measurement of privately placed funds without an active market held by subsidiaries accounted for using the equity method

Description

For the accounting policies of investments accounted for using the equity method, please refer to Note 4(14) of the parent company only financial statements; for the description of related accounts,

20


please refer to Note 6(6). Regarding accounting policies for privately placed funds without an active market, please refer to Note 4(6); for accounting estimates and uncertainty of assumptions relating to fair value measurement, please refer to Note 5(2); and for the disclosure of the fair value of financial assets, please refer to Note 12(3).

As of December 31, 2025, CyberLink accounted for its 100% owned subsidiary, CyberLink International Technology Corp. (hereinafter referred to as "CyberLink-B.V.I."), using the equity method. The privately placed funds without an active market held by CyberLink-B.V.I. are classified as financial assets measured at fair value through profit or loss (FVTPL), and changes in their fair value at the measurement date are recognized in profit or loss for the period. Given that the investment balance accounted for using the equity method and the share of profit or loss recognized from CyberLink-B.V.I. for 2025 are material to the parent company only financial statements of CyberLink, the independent auditors have identified the fair value measurement of private equity funds without an active market held by subsidiaries accounted for using the equity method as a Key Audit Matter.

The auditors consider that the estimation of the fair value of the aforementioned private placed funds without an active market relies on management's subjective judgment and involves multiple assumptions and estimates characterized by a high degree of estimation uncertainty. Therefore, the fair value measurement of private placed funds without an active market has been identified as one of the most significant matters in the audit of the current year.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  1. Obtained an understanding of and evaluated the internal control policies and valuation processes adopted by CyberLink-B.V.I. regarding the fair value measurement of private placed funds without an active market.
  2. Evaluated whether management adopted an adequate measurement method which was commonly adopted in the same industry and environment.
  3. Obtained the valuation report from the expert appraiser, and performed the following procedures:

(1) Examined inputs and calculation formulas used in valuation methods, reviewed information and documents in respect of the relevance and the reliability of data source and agreed such data to their supporting documents.

(2) Evaluated the sensitivity analysis on assumptions and inputs executed by management to ensure that management has adequately managed the impact of the estimates and assumptions uncertainty on the measurement of fair value.

21


22

Responsibilities of Management and Those Charged with Governance for the parent company only financial statements

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

In preparing the parent company only financial statements, management is responsible for assessing the 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.

Auditor’s 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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 control.

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


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

  2. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s 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 auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  3. 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.

  4. 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.

23


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 auditor’s 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.

PwC Taiwan

Huang, Chin-Lien

Certified Public Accountant

Lai, Chung-Hsi

February 25, 2026

Notes to Readers

The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China.

For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail. The English version of the parent company only financial statements which used for translation are not audited by the CPA

24


CyberLink Corp.
Parent Company Only Balance Sheets
December 31, 2025 and 2024
Unit: Amounts expressed in thousands of New Taiwan Dollars

ASSETS Notes December 31, 2025 December 31, 2024
Amount % Amount %
Current assets
1100 Cash and cash equivalents 6(1) $ 335,248 6 $ 322,374 5
1110 Current financial assets at fair value through profit or loss 6(2) 605,410 10 90,030 2
1136 Current financial assets at amortized cost 6(3) 942,900 16 1,344,390 23
1170 Accounts receivable, net 6(5) 25,483 1 16,170 -
1180 Accounts receivable, net-related parties 6(5) and 7 37,175 1 22,479 -
1200 Other receivables 2,746 - 3,697 -
1210 Other receivables - related parties 7 8,590 - 6,360 -
1220 Current income tax assets 5,085 - 150 -
130X Inventories 3,429 - 3,000 -
1470 Other current assets 25,337 - 26,865 1
11XX Total current assets 1,991,403 34 1,835,515 31
Non-current assets
1510 Non-current financial assets at fair value through profit or loss 6(2) 34,629 1 44,413 1
1517 Non-current financial assets at fair value through other comprehensive income 6(4) - - 248 -
1550 Investments accounted for using the equity method 6(6) 2,250,634 39 2,454,156 42
1600 Property, plant and equipment, net 6(7) 305,549 5 306,014 5
1755 Right-of-use assets 6(8) and 7 8,498 - 15,031 -
1760 Investment property, net 6(10) 1,192,004 20 1,203,641 20
1840 Deferred income tax assets 6(28) 48,805 1 49,379 1
1900 Other non-current assets 7,150 - 15,247 -
15XX Total non-current assets 3,847,269 66 4,088,129 69
1XXX Total assets $ 5,838,672 100 $ 5,923,644 100

(Continue on next page)


CyberLink Corp.
Parent Company Only Balance Sheets
December 31, 2025 and 2024
Unit: Amounts expressed in thousands of New Taiwan Dollars

Liabilities and Equity Notes December 31, 2025 December 31, 2024
Amount % Amount %
Current liabilities
2130 Current contract liabilities 6(20) $ 445,518 8 $ 434,940 8
2170 Accounts payable 6(11) 16,592 - 14,337 -
2200 Other payables 6(12) 344,816 6 305,992 5
2230 Income tax payable 4,577 - 16,693 -
2280 Current lease liabilities 6(8) and 7 5,514 - 6,646 -
2300 Other current liabilities 6,129 - 5,397 -
21XX Total current liabilities 823,146 14 784,005 13
Non-current liabilities
2550 Non-current provisions 6(13) 299,743 5 332,419 6
2570 Deferred income tax liabilities 6(28) 8,451 1 8,451 -
2580 Non-current lease liabilities 6(8) and 7 3,218 - 8,732 -
2600 Other non-current liabilities 6(14) 62,694 1 65,693 1
25XX Total non-current liabilities 374,106 7 415,295 7
2XXX Total Liabilities 1,197,252 21 1,199,300 20
Equity
Capital Stock 6(16)
3110 Common stock 793,426 13 789,593 13
Capital surplus 6(17)
3200 Capital surplus 2,344,336 40 2,295,299 39
Retained earnings 6(18)
3310 Legal reserve 1,092,794 19 1,092,794 19
3320 Special reserve 55,636 1 186,303 3
3350 Unappropriated earnings 514,804 9 415,991 7
Other equity interest 6(19)
3400 Other equity interest ( 159,576) ( 3) ( 55,636) ( 1)
3XXX Total equity 4,641,420 79 4,724,344 80
Significant Contingent Liabilities and Unrecognized Contract Commitments 6(8)(9) and 7
Significant Events after the balance sheet date 11
3X2X Total liabilities and equity $ 5,838,672 100 $ 5,923,644 100

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


CyberLink Corp.
Parent Company Only Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024

Unit: Amounts expressed in thousands of New Taiwan Dollars, except for Earnings per share

Item Notes 2025 2024
Amount % Amount %
4000 Net revenue 6(20) and 7 $ 2,044,184 100 $ 1,746,563 100
5000 Operating costs 6(21)
(26) (309,322) (15) (258,835) (15)
5900 Gross profit 1,734,862 85 1,487,728 85
5910 Unrealized profits on sales (2,298) - (3,514) -
5920 Realized sales profits 5,629 - 3,506 -
5950 Gross profit (loss) from operations 1,738,193 85 1,487,720 85
Operating expenses 6(14)
(26)
(27) and 7
6100 Sales and marketing expenses (599,228) (29) (514,002) (29)
6200 General and administrative expenses (114,575) (6) (110,920) (6)
6300 Research and development expenses (723,558) (35) (661,147) (38)
6450 Expected credit gain (loss) 12(2) 8,672 - (46,240) (3)
6000 Total operating expenses (1,428,689) (70) (1,332,309) (76)
6900 Operating income 309,504 15 155,411 9
Non-operating income and expenses
7100 Interest income 6(3)(22) 48,176 3 71,939 4
7010 Other income 6(9)(10)
(23) and 7 86,981 4 84,475 5
7020 Other gains or losses 6(2)(24) (76,852) (4) 54,641 3
7050 Financial costs 6(8)(25)
and 7 (188) - (259) -
7070 Share of loss of associates and joint ventures 6(6)
accounted for under equity method 5,125 - 37 -
7000 Total non-operating income and expenses 63,242 3 210,833 12
7900 Income before income tax 372,746 18 366,244 21
7950 Income tax expenses 6(28) (85,770) (4) (51,649) (3)
8200 Net income $ 286,976 14 $ 314,595 18
Other comprehensive (loss) income
Components of other comprehensive (loss) income that will not be reclassified to profit or loss
8311 Gain (loss) on remeasurement of defined benefit plans 6(14) ($12,705) (1) $501 -
8316 Unrealized valuation gains and losses on investments in equity instruments measured at fair value through other comprehensive income 6(4)(19)
(248) - - -
8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 6(28)
2,541 - (100) -
8310 Components of other comprehensive (loss) income that will not be reclassified to profit or loss (10,412) (1) 401 -
Components of other comprehensive income that will be reclassified to profit or loss subsequently
8361 Exchange differences arising on translation of foreign operations 6(19) (36,321) (2) 30,923 2
8380 Share of other comprehensive income of associates and joint ventures accounted for using equity method 6(19)
(67,371) (3) 99,744 6
8360 Components of other comprehensive income that will be reclassified to profit or loss subsequently (103,692) (5) 130,667 8
8300 Other comprehensive income (net) ($114,104) (6) $131,068 8
8500 Total comprehensive income for the period $172,872 8 $445,663 26
Earnings per share (EPS) 6(29)
9750 Basic earnings per share $ 3.63 $ 3.98
9850 Diluted earnings per share $ 3.55 $ 3.92

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


CyberLink Corp.
Parent Company Only Statements of Changes in Equity
For the Years Ended December 31, 2025 and 2024
Unit: Amounts expressed in thousands of New Taiwan Dollars

Notes Common stock Capital surplus Legal reserve Special reserve Retained earnings Other equity interest Total
Unappropriated earnings Exchange differences arising on translation of foreign operations Unrealized financial assets profit or loss measured at fair value through other comprehensive income
Year 2024
Balance at January 1, 2024 $ 789,418 $2,247,436 $1,092,794 $ 170,301 $ 337,665 ($ 174,008) ($ 12,295) $4,451,311
Net income for 2024 - - - - 314,595 - - 314,595
Other comprehensive income for 2024 6(14)(19)(28) - - - - 401 130,667 - 131,068
Total comprehensive income for 2024 - - - - 314,996 130,667 - 445,663
Distribution of 2023 earnings: 6(18)
Provision of special reserve - - - 16,002 ( 16,002 ) - - -
Cash dividends - - - - ( 221,037 ) - - ( 221,037 )
Share-based payment transactions 6(15)(17) - 14,189 - - - - - 14,189
Exercise of employee stock options 6(17) 175 1,283 - - - - - 1,458
Change in net equity of associates accounted for using the equity method 6(17) - 32,391 - - 369 - - 32,760
Balance at December 31, 2024 $ 789,593 $2,295,299 $1,092,794 $ 186,303 $ 415,991 ($ 43,341) ($ 12,295) $4,724,344
Year 2025
Balance at January 1, 2025 $ 789,593 $2,295,299 $1,092,794 $ 186,303 $ 415,991 ($ 43,341) ($ 12,295) $4,724,344
Net income for 2025 - - - - 286,976 - - 286,976
Other comprehensive income for 2025 6(14)(19)(28) - - - - ( 10,164 ) ( 103,692 ) ( 248 ) ( 114,104 )
Total comprehensive income for 2025 - - - - 276,812 ( 103,692 ) ( 248 ) 172,872
Distribution of 2024 earnings: 6(18)
Reversal of special reserve - - - ( 130,667 ) 130,667 - - -
Cash dividends - - - - ( 308,485 ) - - ( 308,485 )
Share-based payment transactions 6(15)(17) - 5,524 - - - - - 5,524
Exercise of employee stock options 6(17) 3,833 27,354 - - - - - 31,187
Change in net equity of associates accounted for using the equity method 6(17) - 16,159 - - ( 181 ) - - 15,978
Balance at December 31, 2025 $ 793,426 $2,344,336 $1,092,794 $ 55,636 $ 514,804 ($ 147,033 ) ($ 12,543 ) $4,641,420

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


CyberLink Corp.
Parent Company Only Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
Unit: Amounts expressed in thousands of New Taiwan Dollars

Notes Year ended December 31
2025 2024
Cash flows from operating activities
Net income before income tax $ 372,746 $ 366,244
Adjustments
Adjustments to reconcile profit (loss)
Realized (gain) loss on sales ( 3,331 ) 8
Loss of financial assets at fair value through profit or loss 6(2)(24)
Depreciation expense 6(7)(8)(10) 4,260 13,054
Interest income 6(22) 30,552 29,837
Interest expense 6(8)(25) ( 48,176 ) ( 71,939 )
Employees’ stock option cost 6(15) 188 259
(27) 5,407 13,884
Share of loss (gain) from subsidiaries accounted for using the equity method 6(6) ( 5,125 ) ( 37 )
Expected credit impairment (reversal gain) loss 6(26) ( 8,672 ) 46,240
Overdue accounts payable transferred to revenue 6(23) - ( 106 )
Changes in operating assets and liabilities
Changes in operating assets
Financial assets mandatorily measured at fair value through profit or loss ( 510,000 ) 41,700
Refund of capital reduction of financial assets at fair value through profit or loss 6(2) 144 227
Accounts receivable ( 641 ) ( 21,052 )
Accounts receivable-related parties ( 14,696 ) ( 1,032 )
Other receivables 323 180
Other receivables-related parties ( 2,230 ) ( 526 )
Inventories ( 429 ) 727
Other current assets 1,528 ( 5,395 )
Other non-current assets 8,593 6,458
Changes in operating liabilities
Current contract liabilities 10,578 72,258
Accounts payable 2,255 ( 11,889 )
Other payables 35,803 33,857
Other current liabilities 732 ( 2,374 )
Provisions ( 32,676 ) ( 18,849 )
Other non-current liabilities ( 15,728 ) 268
Cash (outflow) inflow generated from operations ( 168,595 ) 492,002
Interest received 48,804 72,698
Interest paid ( 188 ) ( 259 )
Dividends received 124,382 -
Dividends paid ( 308,485 ) ( 221,037 )
Income tax paid ( 99,707 ) ( 41,927 )
Net cash (outflow) inflow from operating activities ( 403,789 ) 301,477

(Continue on next page)


CyberLink Corp.
Parent Company Only Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
Unit: Amounts expressed in thousands of New Taiwan Dollars

Notes Year ended December 31
2025 2024
Cash flows from investing activities
Proceeds from disposal of financial assets at amortized cost $ 2,727,310 $ 2,548,320
Acquisition of financial assets at amortized cost ( 2,325,820 ) ( 2,787,150 )
Acquisition of property, plant and equipment 6(30) ( 8,896 ) ( 11,184 )
(Increase) decrease in refundable deposits ( 496 ) 1,861
Net cash inflow (outflow) from investing activities 392,098 ( 248,153 )
Cash flows from financing activities
Increase in deposits received 6(31) 24 605
Repayment of the principal portion of lease liabilities 6(8)(31) ( 6,646 ) ( 6,693 )
Exercise of employee stock options 31,187 1,458
Net cash inflow (outflow) from financing activities 24,565 ( 4,630 )
Net increase in cash and cash equivalents 12,874 48,694
Cash and cash equivalents at beginning of year 322,374 273,680
Cash and cash equivalents at end of year $ 335,248 $ 322,374

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


Attachment IV

Independent Auditor's Report translated from Chinese

To the Board of Directors and Stockholders of CyberLink Corp.

Opinion

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

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

Basis for Opinion

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

Key audit matters

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

31


Key audit matters for the Group’s 2025 consolidated financial statements are stated as follows:

Accuracy of revenue recognition timing for online product downloads via partnering e-commerce platforms

Description

Please refer to Note 4(28) for the description of accounting policy on operating revenue and Note 6(22) for details of operating revenue.

The Group generates revenue through various sales types, including online product downloads via partnering e-commerce platforms, sales through channels, and bundled products sold with computer hardware. Among them, revenue generated from online products downloads via partnering e-commerce platforms accounts for 61.62% of the Group’s total revenue. After consumers downloaded products online to their devices such as computers and mobile phones, the Group obtains sales report regularly from the e-commerce platforms and recognizes sales revenue according to the rights and obligations stated in the agreements. As the frequency of sales reports provided by different e-commerce platforms differs, and the process of recognizing revenue usually involves manual operations, there may be differences in the timing of revenue recognition near the end of the financial reporting period, which could have a significant impact on the presentation of the consolidated financial statements. Therefore, we consider that the accuracy of revenue recognition timing for online product downloads via partnering e-commerce platforms is one of the key audit matters for this current fiscal year.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  1. Understood and tested the effectiveness of management’s internal control procedures for the revenue recognition of sales through e-commerce platforms, including obtaining and reconciling sales reports provided by e-commerce platforms with licensing agreements to ensure that revenue recognitions properly recorded.
  2. Performed the cut-off test on sales revenue from product downloads on e-commerce platforms incurred in a certain period before and after the end of the financial report period, including verifying sales reports provided by e-commerce platforms and authorization agreements and confirming that such sales revenue has been recorded in proper period.

Fair value measurement of privately placed funds without an active market

Description

32


Please refer to Note 4(7) for the accounting policies on private fund investments without an active market, Note 5(2) for the accounting estimates and the uncertainty in assumptions related to the measurement of fair value, and Note 12(3) for details on the fair value of financial assets.

The Group recognizes privately placed funds without an active market as financial assets at fair value through profit or loss; changes in the fair value of such assets are recognized in profit or loss.

The auditors consider that the estimation of the fair value of the aforementioned privately placed funds without an active market relies on management's subjective judgment and involves multiple assumptions and estimates characterized by a high degree of estimation uncertainty. Therefore, the fair value measurement of privately placed funds without an active market has been identified as one of the most significant matters in the audit of the current year.

How our audit addressed the matter

We performed the following audit procedures on the above key audit matter:

  1. Obtained an understanding of and evaluated the internal control policies and valuation processes adopted by the Group regarding the fair value measurement of privately placed funds without an active market.
  2. Evaluated whether management adopted an adequate measurement method which was commonly adopted in the same industry and environment.
  3. Obtained the valuation report from the expert appraiser, and performed the following procedures:

(1) Examined inputs and calculation formulas used in valuation methods, reviewed information and documents in respect of the relevance and the reliability of data source and agreed such data to their supporting documents.
(2) Evaluated the sensitivity analysis on assumptions and inputs executed by management to ensure that management has adequately managed the impact of the estimates and assumptions uncertainty on the measurement of fair value.

Other matter - Parent Company Only Financial Reports

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

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

33


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 as endorsed by the Financial Supervisory Commission and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

34


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

  2. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  3. 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.

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

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

35


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 2025 consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's 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.

PwC Taiwan

Huang, Chin-Lien

Certified Public Accountant

Lai, Chung-Hsi

February 25, 2026

Notes to Readers

The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

The English version of the consolidated financial statements which used for translation are not audited by the CPA.


CYPERLINK CORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 and 2024
Unit: Amounts expressed in thousands of New Taiwan Dollars

ASSETS Notes December 31, 2025 December 31, 2024
Amount % Amount %
Current assets
1100 Cash and cash equivalents 6(1) $ 590,113 10 $ 587,718 10
1110 Current financial assets at fair value through profit or loss 6(2) 605,410 10 90,030 1
1136 Current financial assets at amortized cost 6(3) 1,257,200 21 1,696,883 28
1170 Accounts receivable, net 6(5) 107,332 2 68,894 1
1200 Other receivables 2,981 - 3,957 -
1210 Other receivables - related parties 7 2,910 - 2,140 -
1220 Current income tax assets 5,085 - 2,272 -
130X Inventories 3,429 - 3,000 -
1470 Other current assets 25,872 - 30,767 1
11XX Total current assets 2,600,332 43 2,485,661 41
Non-current assets
1510 Non-current financial assets at fair value through profit or loss 6(2) 196,487 3 250,807 4
1517 Non-current financial assets at fair value through other comprehensive income 6(4) - - 248 -
1550 Investments accounted for using the equity method 6(6) 1,582,772 26 1,634,165 27
1600 Property, plant and equipment, net 6(7) 420,952 7 427,205 7
1755 Right-of-use assets 6(8) and 7 8,498 - 15,031 -
1760 Investment property, net 6(10) 1,192,004 20 1,203,641 20
1840 Deferred income tax assets 6(30) 64,156 1 68,242 1
1900 Other non-current assets 7,487 - 15,539 -
15XX Total non-current assets 3,472,356 57 3,614,878 59
1XXX Total assets $ 6,072,688 100 $ 6,100,539 100

(Continue on next page)


CYPERLINK CORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 and 2024
Unit: Amounts expressed in thousands of New Taiwan Dollars

Liabilities and Equity Notes December 31, 2025 December 31, 2024
Amount % Amount %
Current liabilities
2130 Current contract liabilities 6(22) $ 476,472 8 $ 435,006 7
2170 Accounts payable 6(11) 36,559 1 30,116 1
2200 Other payables 6(12) 483,457 8 434,171 7
2230 Income tax payable 11,206 - 18,511 -
2280 Current lease liabilities 6(8) and 7 5,514 - 6,646 -
2300 Other current liabilities 6(13) 43,954 1 36,450 1
21XX Total current liabilities 1,057,162 18 960,900 16
Non-current liabilities
2550 Non-current provisions 6(14) 299,743 5 332,419 6
2570 Deferred income tax liabilities 6(30) 8,451 - 8,451 -
2580 Non-current lease liabilities 6(8) and 7 3,218 - 8,732 -
2600 Other non-current liabilities 6(15)(16) 62,694 1 65,693 1
25XX Total non-current liabilities 374,106 6 415,295 7
2XXX Total Liabilities 1,431,268 24 1,376,195 23
Equity
Equity attributable to shareholders of the parent
Capital Stock 6(18)
3110 Common stock 793,426 13 789,593 13
Capital surplus 6(19)
3200 Capital surplus 2,344,336 39 2,295,299 37
Retained earnings 6(20)
3310 Legal reserve 1,092,794 18 1,092,794 18
3320 Special reserve 55,636 1 186,303 3
3350 Unappropriated earnings 514,804 8 415,991 7
Other equity interest 6(21)
3400 Other equity interest ( 159,576) ( 3) ( 55,636) ( 1)
31XX Equity attributable to shareholders of the parent 4,641,420 76 4,724,344 77
3XXX Total equity 4,641,420 76 4,724,344 77
Significant Contingent Liabilities and Unrecognized Contract Commitments 6(8)(9) and 7
Significant Events after the balance sheet date 11
3X2X Total liabilities and equity $ 6,072,688 100 $ 6,100,539 100

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


CYBERLINK CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024

Unit: Amounts expressed in thousands of New Taiwan Dollars
, except for Earnings per share

Item Notes Year ended December 31
2025 2024
Amount % Amount %
4000 Net revenue 6(22) $ 2,459,506 100 $ 2,068,359 100
5000 Operating costs 6(23)
(28) ( 381,953) ( 16) ( 321,290) ( 16)
5900 Gross profit 2,077,553 84 1,747,069 84
Operating expenses 6(16)
(28)
(29) and 7
6100 Sales and marketing expenses ( 865,779) ( 35) ( 737,505) ( 36)
6200 General and administrative expenses ( 129,113) ( 5) ( 126,609) ( 6)
6300 Research and development expenses ( 723,557) ( 29) ( 661,147) ( 32)
6450 Expected credit gains (losses) 12(2) 8,672 - 46,240 ( 2)
6000 Total operating expenses ( 1,709,777) ( 69) ( 1,571,501) ( 76)
6900 Operating income 367,776 15 175,568 8
Non-operating income and expenses
7100 Interest income 6(3)(24) 63,111 3 90,154 4
7010 Other income 6(9)(10)
(25) and 7 78,593 3 82,516 4
7020 Other gains or losses 6(2)(26) ( 116,173) ( 5) 28,445 2
7050 Financial costs 6(8)(27)
and 7 ( 188) - ( 259) -
7000 Total non-operating income and expenses 25,343 1 200,856 10
7900 Income before income tax 393,119 16 376,424 18
7950 Income tax expenses 6(30) ( 106,143) ( 4) ( 61,829) ( 3)
8200 Net income $ 286,976 12 $ 314,595 15
Other comprehensive (loss) income
Components of other comprehensive (loss) income that will not be reclassified to profit or loss
8311 Gain (loss) on remeasurement of defined benefit plans 6(16) ($ 12,705) ( 1) $ 501 -
8316 Unrealized valuation gains and losses on investments in equity instruments measured at fair value through other comprehensive income 6(4)(21)
8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 6(30) ( 248) - - -
8310 Components of other comprehensive (loss) income that will not be reclassified to profit or loss 2,541 - ( 100) -
Components of other comprehensive income that will be reclassified to profit or loss subsequently ( 10,412) ( 1) 401 -
8361 Exchange differences arising on translation of foreign operations 6(21) ( 36,321) ( 1) 30,923 2
8370 Share of other comprehensive income of associates and joint ventures accounted for using equity method 6(6)(21) ( 67,371) ( 3) 99,744 5
8360 Components of other comprehensive income that will be reclassified to profit or loss subsequently ( 103,692) ( 4) 130,667 7
8300 Other comprehensive income (net) ($ 114,104) ( 5) $ 131,068 7
8500 Total comprehensive income for the period $ 172,872 7 $ 445,663 22
Net income, attributable to:
8610 Shareholders of the parent $ 286,976 12 $ 314,595 15
8710 Total comprehensive income, attributable to:
Shareholders of the parent $ 172,872 7 $ 445,663 22
Earnings per share (EPS) (NT$) 6(31)
9750 Basic earnings per share $ 3.63 $ 3.98
9850 Diluted earnings per share $ 3.55 $ 3.92

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


CYBERLINK CORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
YEARS ENDED DECEMBER 31, 2025 AND 2024
Unit: Amounts expressed in thousands of New Taiwan Dollars

Notes Equity attributable to shareholders of the parent
Retained earnings Other equity interest
Common stock Capital surplus Legal reserve Special reserve Unappropriated earnings Exchange differences arising on translation of foreign operations Unrealized financial assets profit or loss measured at fair value through other comprehensive income Total equity
Year 2024
Balance at January 1, 2024 $789,418 $2,247,436 $1,092,794 $170,301 $337,665 ($174,008) ($12,295) $4,451,311
Net income for 2024 - - - - 314,595 - - 314,595
Other comprehensive income for 2024 6(16)(21)(30) - - - - 401 130,667 - 131,068
Total comprehensive income for 2024 - - - - 314,996 130,667 - 445,663
Distribution of 2023 earnings: 6(20)
Provision of special reserve - - - 16,002 (16,002) - - -
Cash dividends - - - - (221,037) - - (221,037)
Share-based payment transactions 6(17)(19) - 14,189 - - - - - 14,189
Exercise of employee stock options 6(18)(19) 175 1,283 - - - - - 1,458
Change in net equity of associates accounted for using the equity method 6(6)(19)
Balance at December 31, 2024 $789,593 $2,295,299 $1,092,794 $186,303 $415,991 ($43,341) ($12,295) $4,724,344
Year 2025
Balance at January 1, 2025 $789,593 $2,295,299 $1,092,794 $186,303 $415,991 ($43,341) ($12,295) $4,724,344
Net income for 2025 - - - - 286,976 - - 286,976
Other comprehensive income for 2025 6(16)(21)(30) - - - - (10,164) (103,692) (248) (114,104)
Total comprehensive income for 2025 - - - - 276,812 (103,692) (248) 172,872
Distribution of 2024 earnings: 6(20)
Reversal of special reserve - - - (130,667) 130,667 - - -
Cash dividends - - - - (308,485) - - (308,485)
Share-based payment transactions 6(17)(19) - 5,524 - - - - - 5,524
Exercise of employee stock options 6(18)(19) 3,833 27,354 - - - - - 31,187
Change in net equity of associates accounted for using the equity method 6(6)(19)
Balance at December 31, 2025 $793,426 $2,344,336 $1,092,794 $55,636 $514,804 ($147,033) ($12,543) $4,641,820

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


41

CYBERLINK CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Unit: Amounts expressed in thousands of New Taiwan Dollars

Year ended December 31
Notes 2025 2024
Cash flows from operating activities
Net income before income tax $ 393,119 $ 376,424
Adjustments
Adjustments to reconcile profit (loss)
Loss on financial assets at fair value through profit or loss 6(2)(26)
Depreciation expense 6(7)(8)(10) 39,685 37,703
Expected credit impairment (reversal gain) loss 6(28) 31,692 30,998
Interest income 6(24) ( 8,672 ) 46,240
Dividend income 6(25) ( 63,111 ) ( 90,154 )
Interest expenses 6(8)(27) 67 ) ( 5,522 )
Overdue other payables transferred to revenue 6(25) 188 259
Cost of employee stock options 6(17) - ( 218 )
(29) 5,524 14,189
Changes in operating assets and liabilities
Changes in operating assets
Financial assets mandatorily measured at fair value through profit or loss ( 509,729 ) 41,889
Refund of capital reduction of financial assets at fair value through profit or loss 6(2) 144 227
Accounts receivable ( 31,988 ) ( 6,422 )
Other receivables 323 182
Other receivables - related parties ( 804 ) ( 3 )
Inventories ( 429 ) 727
Other current assets 4,873 ( 4,427 )
Other non-current assets 8,593 6,458
Changes in operating liabilities
Current contract liabilities 41,470 72,242
Accounts payable 7,111 ( 13,675 )
Other payables 51,592 46,698
Other current liabilities 8,850 ( 6,267 )
Current and non-current provisions of liabilities ( 32,676 ) ( 18,848 )
Other non-current liabilities ( 15,728 ) 268
Cash (outflow) inflow generated from operations ( 70,040 ) 528,968
Interest received 63,754 90,941
Interest paid ( 188 ) ( 259 )
Dividends received 6(2)(25) 67 5,522
Dividends paid ( 308,485 ) ( 221,037 )
Income tax paid ( 110,310 ) ( 47,644 )
Net cash (outflow) inflow from operating activities ( 425,202 ) 356,491

(Continue on next page)


CYBERLINK CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
Unit: Amounts expressed in thousands of New Taiwan Dollars

Notes Year ended December 31
2025 2024
Cash flows from investing activities
Acquisition of financial assets at amortized cost ($ 2,954,420 ) ($ 3,500,333 )
Proceeds from disposal of financial assets at amortized cost 3,379,483 3,302,490
Acquisition of property, plant and equipment 6(32) ( 9,481 ) ( 11,287 )
Decrease (increase) in refundable deposits ( 553 ) 1,861
Net cash inflow (outflow) from investing activities 415,029 ( 207,269 )
Cash flows from financing activities
Increase in deposits received 6(33) 24 605
Repayment of the principal portion of lease liabilities ( 6,646 ) ( 6,693 )
Exercise of employee stock options 31,187 1,458
Net cash inflow (outflow) from financing activities 24,565 ( 4,630 )
Effects of changes in exchange rates ( 11,997 ) 1,465
Net increase in cash and cash equivalents 2,395 146,057
Cash and cash equivalents at beginning of year 587,718 441,661
Cash and cash equivalents at end of year $ 590,113 $ 587,718

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

42


Attachment V

CyberLink Corp.

Procedures for Election of Director (Newly Enacted)

Article 1

To ensure the fair, impartial, and transparent election of directors, these Procedures are formulated in accordance with Articles 21 and 41 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.

Article 2

Unless otherwise provided by applicable laws and regulations or the Articles of Incorporation, the election of directors of the Company shall be conducted in accordance with these Procedures.

Article 3

The election of directors of the Company shall take into account the overall composition of the Board of Directors. The composition of the Board shall emphasize diversity, and appropriate diversity policies shall be formulated in consideration of the Company's operations, business model, and development needs. Such policies should include, but are not limited to, the following two aspects:

  1. Basic qualifications and values: gender, age, nationality, and cultural background.
  2. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.

Members of the Board of Directors shall generally possess the knowledge, skills, and professional qualities necessary to perform their duties. The Board as a whole should possess the following competencies:

  1. Operational judgment
  2. Accounting and financial analysis
  3. Business management
  4. Crisis management
  5. Industry knowledge
  6. Global market perspective
  7. Leadership
  8. Decision-making capability

More than half of the Board seats shall not be held by directors who have spousal relationships or kinship within the second degree of consanguinity with one another.

The Company's Board of Directors shall consider adjustments to the composition of the Board based on the results of performance evaluations.

43


44

Article 4

The qualifications of the Company’s independent directors shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.

The election of independent directors shall comply with Articles 5 through 9 of the aforesaid Regulations and shall be conducted in accordance with Article 24 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.

Article 5

The election of directors of the Company shall be conducted in accordance with the candidate nomination system prescribed in Article 192-1 of the Company Act.

Where the number of directors falls below five due to dismissal for any reason, the Company shall hold a by-election at the next shareholders’ meeting. However, if the number of vacancies reaches one-third of the number of directors prescribed in the Articles of Incorporation, the Company shall convene an extraordinary shareholders’ meeting within 60 days from the date of occurrence to conduct a by-election.

Where the number of independent directors falls below the requirement under Article 14-2, Paragraph 1, proviso of the Securities and Exchange Act, a by-election shall be held at the next shareholders’ meeting. Where all independent directors are dismissed, the Company shall convene an extraordinary shareholders’ meeting within 60 days from the date of occurrence to conduct a by-election.

Article 6

The election of directors shall adopt the cumulative voting system. Each share shall have voting rights equal to the number of directors to be elected, and shareholders may concentrate their votes on one candidate or distribute them among several candidates.

Article 7

The Board of Directors shall prepare ballots corresponding to the number of directors to be elected and specify the number of voting rights on each ballot. Ballots shall be distributed to shareholders attending the shareholders’ meeting. Voters’ names may be replaced by the attendance certificate number printed on the ballot.

Article 8

In accordance with the number of directors prescribed in the Articles of Incorporation, the voting rights for the election of independent directors and non-independent directors shall be calculated separately. Candidates receiving the highest number of votes shall be elected in descending order. In the event that two or more candidates receive the same number of votes and such number exceeds the prescribed seats, the successful candidate(s) shall be determined by drawing lots among those with the same number of votes. If any such candidate is not present, the chairperson shall draw lots on his or her behalf.


Article 9

Prior to the commencement of voting, the chairperson shall appoint several ballot inspectors and vote counters to perform related duties. The ballot inspectors shall be shareholders. The ballot box shall be prepared by the Board of Directors or the convener, and shall be publicly inspected and verified by the ballot inspectors before voting.

Article 10

Ballots shall be deemed invalid under any of the following circumstances:

  1. Ballots not prepared by the Board of Directors or the convener.
  2. Blank ballots cast into the ballot box.
  3. Ballots with illegible handwriting or alterations.
  4. Ballots in which the candidate(s) indicated do not match the official list of director candidates upon verification.
  5. Ballots bearing any text other than the allocation of voting rights.

Article 11

Votes shall be counted on-site immediately after voting. The results shall be announced by the chairperson on-site, including the list of elected directors and the number of votes obtained by each.

The ballots for the aforesaid election matters shall be sealed and signed by the ballot inspectors and kept in safe custody for at least one year. However, where a shareholder initiates litigation pursuant to Article 189 of the Company Act, the ballots shall be preserved until the conclusion of the litigation.

Article 12

The Company shall issue a notice of election to each elected director.

Article 13

These Procedures shall take effect upon approval by the shareholders’ meeting. The same shall apply to any amendments hereto.

These Procedures were adopted on June 18, 2026.

45


  1. Appendices

46


47

Appendix I

CyberLink Corp.

Rules of Procedure of Shareholders’ Meeting

Article 1

To establish a strong governance system and sound supervisory capabilities for this Company's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies..

Article 2

The rules of procedure for shareholders’ meetings of this Company, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 3

Unless otherwise provided by law or regulation, this Company's shareholders meetings shall be convened by the board of directors.

The Company convening a shareholders’ meeting via video conference shall be stated in the Articles of Incorporation and resolved by the Board of Directors, and the videoconference shall be attended by at least two-thirds of the Board of Directors. A resolution shall be passed with the consent of a majority of the directors..

Changes to how this 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 an electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, 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. This 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, this 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 shareholding 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, this 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 this 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 on the virtual meeting platform.
  3. 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.

Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the Company, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities Exchange Act, Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

Where 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 this 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 subparagraph of Article 172-1, paragraph 4 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, this 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.

48


Prior to the date for issuance of notice of a shareholders meeting, this Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 4

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

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

After a proxy form has been delivered to this 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 this 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 this Company, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to this Company 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.

Article 5 (Principles determining the time and place of a shareholders meeting)

The venue for a shareholders meeting shall be the premises of this 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.

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

Article 6 (Preparation of documents such as the attendance book)

This Company shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "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.

49


Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This 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.

This 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.

This 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 or supervisors, 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 at the meeting.

In the case of virtual shareholders' meeting, shareholders wishing to attend the meeting online shall register with the Company on two days before the meeting.

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

Article 6-1 (Convening virtual shareholders meetings and particulars to be included in shareholders meeting notice)

To convene a virtual shareholders meeting, this Company shall include the follow particulars in the shareholders meeting notice:

  1. How shareholders attend the virtual meeting and exercise their rights.
  2. Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:

(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 shareholder 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 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.

50


  1. To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholder meeting online shall be specified. Except for the circumstances specified in Article 44-9 of Regulations Governing the Administration of Shareholder Services of Public Companies, the company shall, at a minimum, provide shareholders with connectivity equipment and necessary assistance. The company should also specify the period during which shareholders may apply to the company and provide other relevant information and precautions.

Article 7 (The chair and non-voting participants of a shareholders meeting)

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

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

It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one supervisor 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.

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.

This Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity

Article 8 (Documentation of a shareholders meeting by audio or video)

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

51


The information and audio and video recording in the preceding paragraph shall be properly kept by this 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.

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

Article 9

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 one 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, this Company shall also declare the meeting adjourned at the virtual meeting platform.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to the Company in according 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.

Article 10

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 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

52


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.

Article 11 (Shareholder speech)

Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance pass 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 each speech may not exceed five (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 appointed representatives so appointed may speak on the same proposal.

After an attending shareholder has spoken, the chair may respond in person or direct the 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 of this article 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.

Article 12 (Calculation of voting shares and recusal system)

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 may 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.

53


The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13

Shareholders shall be entitled to one vote for each share hold, except when the shares are restricted to shares or are deemed non-voting shares under Article 179, paragraph 2 of The Company Act.

When this Company holds a shareholder meeting, it shall adopt the exercise of voting rights by electronic means and may adopt the exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Company avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Company before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person or online, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Company, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders' meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in this Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

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

54


will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

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

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

When this Company convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.

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

Article 14

The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected, and the names of directors and supervisors not elected and number of votes they received.

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

Article 15

Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed an electronic format.

The Company may disseminate meeting minutes by announcing details over MOPS.

55


The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors or supervisors. The minutes shall be retained for the duration of the existence of this Company.

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

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

Article 16 (Public disclosure)

On the day of the shareholders' meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, this Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

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

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

Article 17 (Maintaining order at the meeting place)

Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

The chair may direct proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from doing so.

56


When a shareholder violates the rules of procedure and defies the chair’s corrections, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18 (Recess and resumption of a shareholders meeting)

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders’ meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days, in according with Article 182 of The Company Act.

Article 19 (Disclosure of information at virtual meeting)

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

Article 20 (Location of chair and secretary of virtual-only shareholders’ meeting)

When this Company convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.

Article 21 (Handling of disconnection)

In the event of virtual shareholders’ meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.

In the event of virtual shareholders meeting, declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.

For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.

For a meeting to be postponed or resumed under the second paragraph of this article, the number of shares represented by, and voting rights and election rights exercised by the shareholders who

57


have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.

During a postponed or resumed session of a shareholders meeting held under the second paragraph of this article, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.

When this Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph of this article, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph of this article is required.

Under the circumstances where a meeting should continue as in the preceding paragraph, 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, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

When postponing or resuming a meeting according to the second paragraph of this article, this Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, this Company's hall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph of this article.

Article 22(Handling of digital divide)

When convening a virtual-only shareholders' meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholder meeting online. Except for the situations specified in Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, connection equipment and necessary assistance shall be at least provided to shareholders, and the period during which shareholders may apply to the Company and other relevant matters shall be specified.

Article 23

These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.

58


59

Appendix II

CyberLink Corp.

Articles of Incorporation

Chapter 1 General Provisions

Article 1: The Company is duly incorporated under the Company Act, and it's name shall be 訊達科技股份有限公司. (English name: CyberLink Corp.)

Article 2: The businesses operated by the Company are as follows:

  1. Research, design, and sale of computer peripherals equipment, software, and hardware.
  2. Design of computer peripherals equipment, and design and maintenance of circuit boards services.
  3. Trading of computers, electronics, mechanical equipment, and books.
  4. Import, export, and trading of the aforementioned products.
  5. Planning of computer and electronic information systems and related consultancy services.
  6. I401010General Advertising Services.
  7. I501010Product Designing.
  8. ZZ99999Other business not prohibited or restricted by law, except any business requiring special approval.

Article 3: The Company is headquartered in New Taipei City, and may establish branches within or outside the territory of the Republic of China, if necessary, subject to the resolution of the Board of Directors.

Article 4: The Company may make endorsements or guarantees for the reasons of business dealing.

Article 5: The Company may invest outwardly and is free of the restriction set forth in Article 13 of the Company Act, which reads: "The Company's total investment shall not exceed 40% of the Company's paid-in capital."

Chapter 2 Shares

Article 6: The total capital stock of the Company shall be in the amount of NT$1,610,000,000, divided into 161,000,000 shares, at per value of NT$10, and may be issued in installments. The board of directors is authorized to issue unissued shares if needed.

In addition, the aforementioned capital stock shall be set aside NT$ 10,000,000, divided into 1,000,000 shares, at per value of NT$10, as reserved for subscription by employees of the company, which may be issued in installments, subject to the resolution of the board of directors. In the circumstance that a company shall buy back its shares under the laws, the board of directors is authorized to act in accordance with the regulations.

Article 7: The Company stocks are registered with names. Issuance has to be signed or sealed the Company representative. Stock issued by the Company don't have to be printed.


Article 8: The Company shall comply with “The Company Act” and “Regulations Governing the Administration of Shareholder Services of Public Companies” for stock transferring, inheriting, gifting, pledges, lost reporting, destroying, and other shareholder services.

Article 9: No transfers of shares shall be handled within 60 days prior to the shareholders meeting, 30 days prior to the special shareholders meeting, or 5 days prior to the record date for the distribution of dividends, bonuses or other interests..

Chapter 3 Shareholders’ Meeting

Article 10: The shareholders’ meeting hereof is in two categories, i.e. the regular meeting of shareholders and the special meeting of shareholders. The regular meeting of shareholders shall be convened within six months after close of each fiscal year. The special meeting of shareholders shall be convened when necessary.

The Company’s shareholders’ meetings can be held by means of visual communication network or other methods promulgated by the Ministry of Economic Affairs.

Article 11: For a shareholders’ meeting convened by the board of directors, the chairman of the meeting shall be the chairman of directors. If the chairman of directors is absent, the chairman shall designate one of the directors to act on his behalf. In the absence of such a designation, the directors shall elect from among themselves an acting chairman of the meetings. If a shareholders’ meeting convened by any other person having the convening right, he/she shall act as the chairman of that meeting provided, however, that if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.

Article 12: If a shareholder is unable to attend the shareholders’ meeting for any cause, the shareholder may appoint a proxy to attend the meeting on behalf of the shareholder by executing a power of attorney printed by the Company, stating the scope of power authorized to the proxy. Other than measures specified in Article 177 of the Company Act, a shareholder may appoint a proxy in accordance with the provisions set forth in the “Regulations Governing the Use of Proxies for Attendance at Shareholders’ Meetings of Public Companies.”

Article 13: A shareholders shall have one voting power in respect of each share in his/her/its possession, except for the circumstances of no voting power set forth in Paragraph 2 of Article 179 of the Company Act.

Article 14: Resolutions at a shareholders’ meeting shall, unless otherwise provided for in other applicable legislation, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.

Article 15: Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all shareholders of the company within twenty (20) days after the close of the meeting. The distribution of the aforementioned minutes of shareholders’ meeting may be effected by means of a public notice.

Chapter 4 Directors and the Audit Committees

Article 16: The Company has five to seven directors, who shall be elected by the shareholders’ meetings among the persons of disposing capacity. The term of office of a director shall not exceed three years, and he/she may be eligible for re-election. A single juristic person

60


shareholder’s authorized representative may also be elected as a director of the Company. If there is a plural number of such authorized representatives, each of them may be so elected, and may, owing to the change of his/her functional duties, be replaced by a person to be authorized by the company so as to fulfill the unexposed term of office of the predecessor. After the Company publicly issued stocks, the percentage of shareholdings of all the directors shall be in accordance with the provisions prescribed by the competent authority in charge of securities affairs.

Article 17: A Company may appoint independent directors, not less than three in number and not less than one-fifth of the total number of directors, in accordance with the regulations. If the election of the directors of the Company, the number of votes exercisable in respect of one share shall be the same as the number of directors to be elected, and the total number of votes per share may be consolidated for election of one candidate or may be split for election of two or more candidates. A candidate to whom the ballots cast represent a prevailing number of votes in sequence shall be deemed a director elect. The independent and non-independent directors shall be elected at the same time, but in separately calculated numbers.

Article 18: The candidates nomination system is adopted by the Company for election of the directors of the Company. Any shareholder holding 1% or more of the total number of outstanding shares issued by the Company may submit to the Company in writing a roster of director candidates. After examining the qualification of the director is satisfied, the board of directors shall submit it to shareholder’s meeting. The shareholders shall elect the directors from among the nominees listed in the roster of director candidates. For the matters regarding the public announcement and accepting the nomination of director candidates shall be subject to the Company Act, Securities and Exchange Act, and relevant laws and regulations in light thereof.

Article 19: The board of directors shall be formed by directors; the board of directors shall elect a chairman of the board directors from among the directors by a majority vote at a meeting attended by over two-thirds of the directors; the chairman of directors can represent the Company externally.

Article 20: In case the chairman of the board of directors is on leave or absent or cannot exercise his power and authority for any cause, the provisions of Article 208 of the Company Act shall apply to an acting.

Article 21: In calling a meeting of the board of directors of the Company, a notice shall be given to each director in accordance with the regulations; in the case of emergency, the Company may convene a meeting of the board of directors at any time. The notice of calling a meeting of the board of directors of the Company may be effected by writing or means of electronic transmission.

Unless otherwise regulated by The Company Act, a board of directors resolution is passed with more than half of the board present in a meeting, and supported by more than half of attending directors. If a director is unable to attend the meeting, another director can be appointed to attend on behalf by issuing a proxy form detailing the scope of delegated authority. One director can only represent the presence of one other director.

Article 22: The Company shall establish an audit committee in accordance with Article 14-4 of the Securities and Exchange Act. The exercise of powers of supervisors under the Company Act and Securities and Exchange Act, and other regulations, shall now be carried out by

61


the audit committee and its members. The audit committee shall be composed of the entire number of independent directors.

Article 23: The board of directors is authorized to determine the remuneration for all directors based on the extent of their performance at a level consistent with general practices in the industry.

Article 24: When the number of vacancies in the board of directors of a company equals to one third of the total number of directors or all independent directors have been dismissed, the board of directors shall call, within 60 days, a special meeting of shareholders to elect succeeding directors to fill the vacancies; they shall only serve the tenure term of office remaining by the predecessor.

Chapter 5 Managers

Article 25: The Company may have one president and several managerial personnel; appointment, discharge, and the remuneration of the managerial personnel shall be decided in accordance with section 29 of the Company Act.

Chapter 6 Accounting

Article 26: At the close of Company's each fiscal year, the board of directors shall prepare the following statements and records and shall forward the same to audit committees for their auditing not later than the 30th day prior to the meeting date of a general meeting of shareholders:

  1. Business report.
  2. Financial statements.
  3. the surplus earning distribution or loss off-setting proposals.

Article 27: If the Company records a profit (the income before tax that undistributed employee's compensation and director's remuneration) in a year, the Company shall allocate no less than 3% of the profits earned during the current year for the purpose of employee's compensation (of which no less than 20% shall be designated for frontline employees) and no more than 1.5% of the same for the director's remuneration; provided, however, that the Company shall first reserve a sufficient amount to compensate its accumulated deficits (including adjusted for the amount of undistributed surplus earnings).

A company may have the profit distributable as employees' compensation in the preceding paragraphs distributed in the form of shares or in cash; qualification requirements of employees who may receive employee compensation, including the employees of subsidiaries of the company meeting certain specific requirements.

A company shall only have the profit distributable as director's remuneration in the preceding paragraphs distributed in cash.

A company may, by a resolution adopted by a majority vote at a meeting of board of directors, have the profit distributable in the preceding two paragraphs; and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting.

Article 28: After closing of accounts, if there is earnings during this period, it shall make up for the cumulative losses of the previous years (including adjusted for the amount of undistributed surplus earnings); the remaining amount, if any, shall be used for an appropriation of 10% legal reserve in accordance with the law, unless the legal reserve is already equal to the

62


Company's capital contribution, and recognize or reverse special reserve return earnings in accordance with laws and regulations. The remaining amount together with undistributed earnings at the beginning of this period (including adjusted for the amount of undistributed surplus earnings), shall be distributed as the shareholder dividend if it is proposed by the board of directors and resolved in the shareholder meeting before implementation.

The Company's dividend policy would in line with the current and future development plan, and consider the investment environment, capital needs and domestic and international competition, and take into account the interests of shareholders and other factors. The annual dividend distribution to shareholders shall be based on the principle of not less than 50% of the distributable earnings for the current year, and the principle of matching stock dividends with cash dividends. Twenty percent is the principle in the current stage; however, if the Company has major capital expenditure plans, the distribution of cash dividends may be less than 20% of the annual dividend with the approval of the shareholders' meeting.

Chapter 7 Bylaws

Article 29: Any matters inadequately provided for herein shall be subject to The Company Act.

Article 30: The Articles of Incorporation duly enacted on August 2, 1990; and the 1st amendment was made on June 17, 1992; the 2nd amendment was made on May 22, 1993; the 3rd amendment was made on February 2, 1996; the 4th amendment was made on April 5, 1996; the 5th amendment was made on November 28, 1996; the 6th amendment was made on June 5, 1998; the 7th amendment was made on April 8, 1999; the 8th amendment was made on May 18, 2000; the 9th amendment was made on May 4, 2001; the 10th amendment was made on May 27, 2002. The 11th amendment was made on May 15, 2003. The 12th amendment was made on May 18, 2004. The 13th amendment was made on May 18, 2005. The 14th amendment was made on May 18, 2005. The 15th amendment was made on June 14, 2006. The 16th amendment was made on June 21, 2007. The 17th amendment was made on June 13, 2008. The 18th amendment was made on June 17, 2010. The 19th amendment was made on June 22, 2011. The 20th amendment was made on June 22, 2012. The 21st amendment was made on June 23, 2016. The 22nd amendment was made on June 19, 2018. The 23rd amendment was made on June 23, 2020. The 24th amendment was made on June 21, 2022. The 25th amendment was made on June 19, 2025.

63


64

Appendix III

CyberLink Corp.

Procedures for Election of Director

Article 1 The elections of the directors of the Company shall be conducted in accordance with these Procedures.

Article 2 The elections of the directors of the Company shall be conducted by the shareholders’ meeting.

Article 3 The election of directors of the Company shall adopt a disclosed cumulative voting mechanism. Attendance card numbers or shareholder account number printed on the ballots may be used instead of recording the names of voting shareholders.

Article 4 For the elections of the directors of the Company, each share represents a weighted number of voting rights equivalent to the number of directors to be elected; such voting rights may be exercised to collectively elect a single candidate or may be distributed among several candidates.

Article 5 The directors of the Company shall be elected in accordance with the Articles of Incorporation of the Company on the number of directors. Candidates who get more votes representing corresponding voting rights shall be elected directors in the order of number of ballots received. If two or more persons have received the same number of voting rights, and the number of persons would exceed the prescribed number of available seats, the persons with the same number of voting rights shall draw lots to decide election; the chairman shall draw lots on behalf of any selected persons who are not present.

Article 6 When the board of directors prepares ballots, it shall specify the number of voting rights associated with each ballot and, if necessary, print attendance card numbers on the ballots.

Article 7 When the election begins, the chair shall appoint a number of persons to perform the respective duties of vote monitoring and counting personnel.

Article 8 If a candidate is a shareholder, a voter must enter the candidate’s account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate’s full name and identity card number. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate’s account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.

Article 9 A ballot is invalid under any of the following circumstances:

  1. The ballot was not prepared by a person with the right to convene.
  2. A blank ballot is placed in the ballot box.
  3. The writing is unclear and indecipherable or has been altered.

  1. The candidate whose name is entered in the ballot does not conform to the director candidate list.

  2. Other words or marks are entered in addition to the number of voting rights allotted.

Article 10 A ballot box would be set for director election. After the voting, the watchers for monitoring the voting and counting officers shall open the ballot box.

Article 11 The counting of votes will be monitored by the watchers for monitoring the voting, and the results of the counting of votes will be announced on the spot by the chairman or his/her designee.

Article 12 The board of directors of this Corporation shall issue notifications to the persons elected as directors.

Article 13 All matters not specifically provided for in this Procedures shall be dealt with in accordance with the Company Act and other applicable laws.

Article 14 When the number of directors falls short by one third of the total number prescribed in this Corporation's articles of incorporation, this Corporation shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies, and the term of office shall be limited to the unexposed term of office of the predecessor.

Article 15 When there are some among the directors who do not meet the regulations specified in Article 26-3 of the Securities and Exchange Act, the election of the director receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.

Article 16 The number of directors will be as specified in this Corporation's articles of incorporation. Independent directors and non-independent directors of the Company shall be elected at the same time and with voting rights separately calculated for common and independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected as an independent director or a non-independent director sequentially according to their respective numbers of votes.

Article 17 The candidates nomination system is adopted by the Company for election of the directors of the Company. Any shareholder holding 1% or more of the total number of outstanding shares issued by the Company may submit to the Company in writing a roster of director candidates. After examining the qualification of the director is satisfied, the board of directors shall submit it to shareholder's meeting. The shareholders shall elect the directors from among the nominees listed in the roster of director candidates.

For the matters regarding the public announcement and accepting the nomination of director candidates shall be subject to the Company Act, Securities and Exchange Act, and relevant laws and regulations in light thereof.

Article 18 The Procedures for Election of Director duly enacted on March 6, 1999, which is adopted by the resolutions of board of directors and effective upon approval of the shareholders meeting. Any amendment hereof shall require the same process. The 1st amendment was made on May 27, 2002; the 2nd amendment was made on June 14, 2006; the 3rd amendment was made on June 21, 2007; the 4th amendment was made on June 23, 2020.

65


66

Appendix IV

CyberLink Corp. Shareholdings of Directors

Directors' individual and aggregate shareholding as of April 20, 2026 (the book-close date):

  • Total shares issued as of April 20, 2026 (the book-close date): 79,342,550 shares.
  • Minimum aggregate shareholding of all directors required by law: 6,347,404 shares
Position Name Date elected Term of service Shareholding while elected Current Shareholding (book closure date)
Chairman Jau Huang 2023.6.20 3 years 2,797,910 2,797,910
Director Alice H. Chang (Representative of ClinJeff Corp.) 2023.6.20 3 years 12,176,497 12,176,497
Director Ying-Lun Hai (Representative of ClinJeff Corp.) 2023.6.20 3 years 12,176,497 12,176,497
Director Yi-Cheng Huang (Representative of Rocky Mountain Investment Ltd.) 2023.6.20 3 years 106,000 106,000
Independent director Yean-Jen Shue 2023.6.20 3 years 5,000 5,000
Independent director Chien LEO Ming-TZ 2023.6.20 3 years 0 0
Independent director Yu- Shen Lan 2023.6.20 3 years 65,197 65,197
Total shareholding across all directors: 15,080,407 (after excluding shares held by independent directors) Shareholding ratio: 19.01%