EVERLIGHT
Ticker: 2393

Everlight Electronics Co., Ltd.

2026 Annual General Shareholders’ Meeting
Meeting Agenda

Meeting Time: 9:00 a.m. on Friday, June 9, 2026

Meeting Location: 3F, No. 469, Zhongyang Rd., Xinzhuang Dist., New Taipei City (Denwell Group, Xinzhuang)

Table of Contents

I. Agenda of the 2026 Annual General Shareholders’ Meeting

Report Items
Approval Items
Discussion Items
Extempore motions
Adjournment

II. Attachments

2025 Business Report Page 7-9
2025 Report of Independent Accountants and Financial Statements Page 10-25
Audit Committee’s Review Report Page 26
Comparison Table for the ” Procedures for acquiring or disposing of assets” Before and After Version Page 27-28

III. Appendixes

Articles of Incorporation Page 29-35
Rules of Procedure of Shareholders' Meeting Page 36-48
Procedures for acquiring or disposing of assets (Before Amendments) Page 49-62
Current Shareholding of Directors Page 63

Procedures for the 2026 Annual General Shareholders' Meeting

Meeting Time: 9:00 a.m. on Tuesday, June 9, 2026

Meeting Location: 3F, No. 469, Zhongyang Rd., Xinzhuang Dist., New Taipei City (Denwell Group, Xinzhuang)

Type of Meeting: Physical Meeting

Call the Meeting to Order
Chairman's Address
Report Items:
(1) The 2025 Business Report.
(2) Report on Audit Committee's review of the 2025 business report and financial statements.
(3) Proposal of the proportion of employees' compensation and directors' compensation of 2025.
Approval Items:
(1) The 2025 Business Report and Financial Statements.
(2) Proposal for 2025 earnings distribution.
Discussion Items:
(1) Discussion of cash distribution from capital Surplus
(2) Discussion of amendment of the "Procedures for acquiring or disposing of assets" of the Company
Extempore Motion
Adjournment

Report Items :

The 2025 Business Report.

Explanation :
The 2025 Business Report is attached hereto as Attachment 1 (pages 7-9).

Report on Audit Committee's review of the 2025 business report and financial statements.

Explanation :
The Audit Committee’s Review Report is attached hereto as Attachment 2 (page 10-25) and 3 (page 26).

Proposal of the proportion of employees’ compensation and directors’ compensation of 2025.

Explanation :
(1) According to the article 20 of Articles of Incorporation-- If the Company has gained profits within a fiscal year, 6% ~ 12% of the profits shall be reserved as the employees' compensation, and compensation for director shall not exceed 1%; employees of subsidiaries of the company meeting certain specific requirements are entitled to receive shares or cash as compensation. The term of certain specific requirements in this Article is authorized to be set by Board of Directors. The amount of employees’ compensation mentioned above includes an allocation of no less than 20%, as required by the Securities and Exchange Act, designated for distribution to grassroots employees.

However, in case of the accumulated losses, certain profits shall first be reserved to cover them.

(2) We reserve NT$284,559,796 as the employees’ compensation and NT$28,077,619 as the directors’ compensation.

Approval Items

The 2025 Business Report and Financial Statements.
(Proposed by the Board of Directors)
Explanation:
The 2025 Business Report and Financial Statements were reviewed by the Audit Committee and approved by the Board of Directors’ Meeting on March 11th, 2026. The 2025 Business Report, Audit Report from the Certified Public Accountant (CPA) and Financial Statements are attached hereto as Attachments 1 and 2 (pages 7-9 and pages 10-25).
Resolution:
Proposal for 2025 earnings distribution.
(Proposed by the Board of Directors)
Explanation:
(1) Net income after tax in 2025 is NT$2,038,256,591, earnings distribution is complied with the Article of Incorporation.
(2) The Board of Director proposed to set aside NT$1,835,647,376 for cash dividends, NT$ 4.14 per share. The Board of Directors authorized the Chairman subject to the approval of Annual General Shareholders’ Meeting to set a record date on which the proposed cash dividend would be distributed according to the shareholding ratio of shareholders appeared in the register of shareholders on the designated record date of distribution.
(3) Thereafter, if changes in the company's share capital affect the number of outstanding shares, resulting in a change in the dividend payout ratio, the chairman is authorized to make necessary adjustments at their discretion.
(4) In accordance with the related regulations, earnings distribution will be recognized individually, earnings from 2025 will be the priority distribution, retained earnings from previous years will be the distribution of the rest if it is insufficient.
(5) Please see the table of earnings distribution as follow.

Everlight Electronics Co., Ltd.

| 2025 Table of Earnings Distribution
Unit: NT$ | | |
| --- | --- | --- |
| Item | Amount | |
| | Sub Total | Total |
| Retained earnings in the beginning of 2025 | | 1,155,862,035 |
| 2025 Retained Earnings | | |
| Add: Comprehensive income/loss for the period | (6,675,843) | |
| Add: Adj. for Changes in Invest. Co. Holders’ Equity | 0 | |
| Add: Net income after tax of 2025 | 2,038,256,591 | |
| Retained earnings in the end of 2025 | | 2,031,580,748 |
| Earnings available for distribution | | 3,187,442,783 |
| 10% Legal reserve | (203,158,074) | |
| Deductions from equity and provision to special surplus reserve | 26,902,380 | |
| Shareholders’ dividends-Cash | (1,835,647,376) | |
| Distribution subtotal | | (2,011,903,070) |
| Undistributed earnings by the end of 2025 | | 1,175,539,713 |

Chairman :
Manager :
Chief Accounting Officer :

Resolution :

Discussion Items

Discussion of cash distribution from capital Surplus

(Proposed by the Board of Directors)

Explanation :

(1) The company plans to distribute from its capital surplus, a surplus of NT$159,621,511 obtained from issuing shares at a premium over the face value, at a rate of NT$0.36 per share, calculated up to the unit and rounded down thereafter. The fractional amount will be included in the company's other income. The cash dividends mentioned above will be distributed after approval at the shareholders' meeting. The chairman is authorized to set the ex-dividend date, payment date, and other relevant matters.

(2) Thereafter, if changes in the company's share capital affect the number of outstanding shares, resulting in a change in the dividend payout ratio, the chairman is authorized to make necessary adjustments at their discretion.

Resolution :

Discussion of amendment of the "Procedures for acquiring or disposing of assets" of the Company.

(Proposed by the Board of Directors)

Explanation :

In accordance with the Financial Supervisory Commission's ruling No. 1140383333, it is proposed to amend certain provisions of the Company's "Procedures for Acquisition or Disposal of Assets". For the comparison table of the amended provisions, please refer to Attachment 4 (Please refer to Page 27-28).

Resolution :

Extempore Motions

Adjournment

Attachment 1

Business Report

Preface

In 2025, following the inauguration of President Donald Trump in the United States, global political and economic uncertainties continued to increase. In particular, punitive tariff policies disrupted the existing global trade order and accelerated the restructuring of global supply chains. In addition, the Middle East geopolitical tensions arising from the Israel–Hamas conflict continued to escalate and have gradually developed into a confrontation between the supporting forces behind the two sides, namely the United States and Iran. Such developments further affected global energy transportation, resulting in sharp increases in oil and natural gas prices and, in turn, raising inflation expectations. Amid such uncertainties in the international political and economic environment, Taiwan benefited from growing demand for high-end chips driven by artificial intelligence (AI), which boosted exports and led to significant GDP growth.

Although Everlight did not directly benefit from the rise of AI servers, the Company maintained stable operating performance. In 2025, consolidated revenue amounted to NT$19.64 billion, representing a slight decrease of 6.4% as compared with the previous year. Benefiting from continued product mix optimization and effective cost control, gross margin increased by nearly 1 percentage point to 31%. As a result, operating income for 2025 increased slightly from the previous year to NT$2.46 billion. However, unlike 2024, when non-operating income made a positive contribution, non-operating income in 2025 declined significantly due to exchange rate fluctuations. Accordingly, net income attributable to owners of the parent amounted to NT$2.04 billion, representing a decrease of 31% from the previous year, and basic earnings per share (EPS) were NT$4.60.

The Board of Directors has approved the distribution of a cash dividend of NT$4.14 per share and a cash distribution from capital surplus of NT$0.36 per share, for a total cash distribution of NT$4.50 per share.

New technique and applications

Invisible light and automotive applications will remain Everlight’s key areas of development in 2026. As AI continues to generate new business opportunities, the demand for reducing labor costs in the manufacturing sector has long existed. Today, however, industrial automation can be integrated with AI to further advance smart manufacturing, thereby increasing demand for robotic arms, collaborative robots, and humanoid robots. In turn, new application opportunities have emerged for Everlight’s sensing components and photocouplers in detection and control modules used in manufacturing environments, creating new growth momentum.

In addition, a number of manufacturers have recently launched smart glasses products, also riding the wave of the AI trend and further expanding the market's imagination for wearable devices. Various market research institutions have forecast multiple-fold growth in smart glasses shipments, and the Company also expects demand for the sensing components used in smart glasses to grow accordingly. Everlight has long cooperated with leading manufacturers in the invisible light component market and has established a solid foundation in this field. Looking ahead, the Company will continue to enhance its research and development efforts in response to market trends and customer needs in order to further expand market presence.

As for the automotive market, although global vehicle sales recorded only slight growth over the past year, and market research institutions generally forecast only marginal growth or flat performance for this year, Everlight's market share in automotive products remains relatively low. Accordingly, the Company will focus on increasing its market share. In the past year, with respect to the headlamp market, which represents the largest share of LED value used in a vehicle, Everlight's newly developed headlamp products have already been adopted by customers, and the Company will continue to promote such products to expand market penetration. In the areas of interior lighting and backlight modules for automotive displays, Everlight's products, including Smart LED ambient lighting and Mini LED backlight modules, have also gained customer recognition. Going forward, the Company will continue to seek broader customer recognition of the quality and pricing of Everlight's automotive products in order to further expand the market.

Summary of 2026 business plan

Looking ahead to 2026, the international landscape remains unsettled, and geopolitical risks have affected not only countries surrounding the Middle East, but have also driven crude oil prices to remain at elevated levels, as oil transportation routes have effectively become bargaining chips in geopolitical negotiations. In addition, damage to infrastructure in oil-producing countries caused by the conflicts suggests that the period of high oil prices is unlikely to end in the short term. As a result, inflation expectations, which had previously come under control, may rise again. Meanwhile, AI tools capable of significantly enhancing productivity have also become a major justification for large-scale workforce reductions by enterprises, thereby increasing the likelihood of stagflation. Accordingly, the global economy in 2026 is expected to become increasingly difficult to predict under the influence of geopolitical factors.

With respect to the LED industry, following the restoration of supply-demand balance, prices have become relatively stable, while product demand and application areas continue to post modest annual growth. In response to changes in market trends, Everlight will leverage its accumulated research and development capabilities and

manufacturing quality to secure customer support, develop new markets, and expand market share. In addition, cost management has always been one of Everlight’s core competitive strengths. The Company will continue to optimize internal processes with the aim of creating greater value for shareholders amid the current volatility in the global political and economic environment.

We sincerely thank all our shareholders for their long-term support and recognition. The Everlight management team will continue to work diligently to create greater value for our shareholders.

And, I wish our shareholders good health and all going well with you.

Chairman:
Manager:
Chief Accounting Officer:

Attachment 2

Independent Auditors' Report

To the Board of Directors of Everlight Electronics Co., Ltd.:

Opinion

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

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

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters we judged shall be presented in the financial report as follows:

Inventory valuation

Please refer to note 4(g) for accounting policy related to valuation of inventory; note 5 for uncertainty of inventory valuation; and note 6(f) for information regarding inventory and related expenses.

Description of key audit matters:

Due to the impact of product life cycle and industrial competition in electronic industry, the price variability on the inventory of the Company is expected. Therefore, the test of inventory valuation is one of the significant assessment items in our audit procedures.

Audit procedures:

Our principal audit procedures included: assessing the allowance for inventory valuation and obsolescence losses to determine whether the policies of the Company and the accounting policies are applied accordingly, and challenging the adequacy of the Company’s provisions against inventories which we corroborated on a sample basis by testing the appropriateness of ageing listing, understanding the basis for valuation of net realized value used by the management of the Company and selecting appropriate samples to verify the reasonableness of inventory valuation.

Revenue recognition

Please refer to note 4(q) for the accounting policy of revenue; and note 6(r) for information regarding revenue recognition.

Description of key audit matters:

The main activities of the Company include manufacturing and selling of products on light-emitting and sensing components. The sales revenue is a key matter in the financial statements, and the amounts and changes of sales revenue may affect the users' understanding of the entire financial statements. Therefore, testing over revenue recognition is one of the significant assessment items in our audit procedures.

Audit Procedures:

Our principal audit procedures included: testing the related controls surrounding the aforementioned sales and collection cycle; testing to verify with relevant documents; as well as selectively conducting external confirmations in order to evaluate the accuracy of the timing of the operating revenue recognition and determine whether related accounting policies are applied appropriately by the Company.

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

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

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

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

-11-

Auditor's Responsibilities for the Audit of the Financial Statements

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

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

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on the 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.

-12-

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

The engagement partners on the audit resulting in this independent auditors’ report are Hsin, Yu-Ting and Kuo, Kuan-Ying.

KPMG

Taipei, Taiwan (Republic of China)

March 11, 2026

Notes to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.

The independent auditors’ audit report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and financial statements, the Chinese version shall prevail.

-13-

(English Translation of Financial Statements Originally Issued in Chinese)
EVERLIGHT ELECTRONICS CO., LTD.
Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)

Assets	December 31, 2025		December 31, 2024		Liabilities and Equity	December 31, 2025		December 31, 2024
		Amount	%	Amount			%	Amount	%	Amount	%
Current assets:						Current liabilities:
1100	Cash and cash equivalents (note 6(a))	$ 2,010,860	7	1,634,482	6	2100	Short-term borrowings (note 6(k))	$ 750,000	2	750,000	3
1110	Current financial assets at fair value through profit or loss (notes 6(b) and 8)	211,127	1	255,640	1	2130	Current contract liabilities (note 6(r))	32,317	-	76,851	-
1170	Notes and accounts receivable, net (note 6(d))	4,303,812	15	4,163,319	14	2170	Notes and accounts payable	1,049,086	4	1,158,336	4
1180	Accounts receivable due from related parties, net (notes 6(d) and 7)	1,098,740	4	1,219,630	4	2180	Accounts payable to related parties (note 7)	4,356,019	15	3,892,271	14
1210	Other receivables due from related parties, net (notes 6(c) and 7)	138,769	-	260,666	1	2213	Payables on machinery and equipment	54,152	-	113,503	-
1310	Inventories (note 6(f))	607,651	2	537,630	2	2220	Other payables to related parties (note 7)	247,419	1	253,721	1
1470	Other current assets	106,202	-	137,292	-	2230	Current tax liabilities	568,591	2	284,765	1
1476	Other current financial assets (notes 6(a) and 6(c))	4,167,989	14	4,336,517	15	2280	Current lease liabilities (note 6(l))	6,625	-	7,358	-
		12,645,150	43	12,545,176	43	2300	Other current liabilities (note 6(b))	1,392,007	5	1,347,718	5
Non-current assets:						2250	Current provisions (note 6(m))	159,162	1	214,117	-
1510	Non-current financial assets at fair value through profit or loss (notes 6(b))	124,842	-	-	-			8,615,378	30	8,098,640	28
1517	Non-current financial assets at fair value through other comprehensive income (note 6(c))	1,407,635	5	1,165,412	4	2527	Non-current contracts liabilities (note (r))	44	-	45	-
1550	Investments accounted for using the equity method, net (note 6(g))	10,059,546	35	9,902,456	34	2550	Non-current provisions (note 6(n))	129,144	1	3,564	-
1560	Non-current contract assets (note 6(r))	103,329	-	107,511	1	2570	Deferred tax liabilities (note 6(o))	107,764	-	172,931	1
1600	Property, plant and equipment (notes 6(i) and 7)	3,440,886	12	3,636,120	13	2580	Non-current lease liabilities (note 6(l))	275,704	1	282,531	1
1755	Right-of-use assets (note 6(j))	269,888	1	279,300	1	2640	Non-current provisions for employee benefit (note 6(n))	46,233	-	37,632	-
1780	Intangible assets	24,953	-	17,864	-	2670	Other non-current liabilities, others (note 6(g))	54,465	-	62,882	-
1840	Deferred tax assets (note 6(o))	494,629	2	567,446	2			613,354	2	559,585	2
1900	Other non-current assets	26,263	-	26,263	-			9,228,732	32	8,658,225	30
1980	Non-current other financial assets (notes 6(a), (d) and 13)	602,693	2	677,483	2
		16,554,664	57	16,379,855	57	3110	Total liabilities	4,433,931	15	4,433,931	15
						3200	Capital surplus	8,818,972	30	8,818,763	30
							Retained earnings:
						3310	Legal reserve	3,503,833	12	3,208,061	11
						3320	Special reserve	655,408	2	842,843	3
						3350	Unappropriated earnings	3,187,443	11	3,618,616	13
								7,346,684	25	7,669,520	27
								1628,505)	(2)	(655,408)	(2)
						3400	Other equity interests	19,971,082	68	20,266,806	70
							Total equity
							Total liabilities and equity	$ 29,199,814	100	28,925,031	100

See accompanying notes to financial statements.

(English Translation of Financial Statements Originally Issued in Chinese)

EVERLIGHT ELECTRONICS CO., LTD.

Statements of Comprehensive Income

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars Except for Earnings Per Share, which is expressed in New Taiwan Dollars)

	2025		2024
		Amount	%	Amount	%
4000	Operating revenue (notes 6(r) and 7)	$ 17,604,435	100	17,808,985	100
5110	Cost of sales (notes 6(f), 6(o), 7 and 12)	13,101,368	74	13,170,552	74
5900	Gross profit	4,503,067	26	4,638,433	26
	Operating expenses (notes 6(o), 7 and 12):
6100	Selling expenses	990,856	6	1,061,945	6
6200	Administrative expenses	824,436	5	965,530	5
6300	Research and development expenses	687,794	4	709,523	4
6450	Expected credit loss (note 6(d))	24,714	-	32,467	-
		2,527,800	15	2,769,465	15
6900	Net operating income	1,975,267	11	1,868,968	11
	Non-operating income and expenses:
7100	Interest income (notes 6(t) and 7)	151,654	1	151,451	1
7190	Other income (notes 6(t) and 7)	59,831	-	212,957	1
7210	Net (losses) gains on disposals of property, plant and equipment (notes 6(i) and 7)	5,416	-	(10,618)	-
7225	Gains on disposals of investments, net (note 6(g))	-	-	89,387	1
7230	Foreign exchange (losses) gains, net (note 6(o))	(38,718)	-	284,041	2
7070	Share of (loss) profit of subsidiaries, associates and joint ventures accounted for using the equity method (note 6(g))	484,755	3	1,087,597	6
7235	Losses on financial assets (liabilities) at fair value through profit or loss, net	(36,002)	-	(66,175)	-
7050	Finance costs (notes 6(l) and 6(t))	(23,062)	-	(15,437)	-
7590	Other expenses and losses	(84,016)	(1)	(91,567)	(1)
		519,858	3	1,641,636	10
7900	Profit before tax	2,495,125	14	3,510,604	21
7950	Less: Income tax expenses (note 6(o))	456,868	2	566,109	3
	Profit	2,038,257	12	2,944,495	18
8300	Other comprehensive income:
8310	Items that will not be reclassified to profit or loss
8311	Gains (losses) on remeasurements of defined benefit plans (note 6(n))	(9,045)	-	15,632	-
8330	Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for using equity method, items that will not be reclassified to profit or loss	1,300	-	(2,442)	-
8349	Less: income tax related to items that will not be reclassified to profit or loss (note 6(o))	(1,809)	-	3,126	-
		(5,936)	-	10,064	-
8360	Items that will be reclassified to profit or loss
8361	Exchange differences on translation of foreign financial statements	(43,435)	-	439	-
8367	Unrealized gains (losses) from investments in debt instruments measured at fair value through other comprehensive income	(881)	-	(39,511)	-
8380	Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for using equity method, items that will be reclassified to profit or loss	61,792	-	230,098	1
8399	Less: income tax related to items that will be reclassified to profit or loss (note 6(o))	(8,687)	-	88	-
	Items that will be reclassified to profit or loss	26,163	-	190,938	1
8300	Other comprehensive income	20,227	-	201,002	1
	Total comprehensive income	$ 2,058,484	12	3,145,497	19
	Earnings per share (note 6(q))
9750	Basic earnings per share	$	4.60		6.64
9850	Diluted earnings per share	$	4.53		6.55

See accompanying notes to financial statements.

(English Translation of Financial Statements Originally Issued in Chinese) EVERLIGHT ELECTRONICS CO., LTD.

Statements of Changes in Equity

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Ordinary shares	Capital surplus	Retained earnings			Other equity interest			Total equity
		Legal reserve	Special reserve	Unappropriated earnings	Exchange differences on translation of foreign financial statements	Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income	Total
$ 4,433,931	9,095,266	3,061,434	677,359	2,125,833	(858,886)	16,042	(842,843)	18,550,980
-	-	146,627	-	-	-	-	-	-
-	-	-	165,484	(165,484)	-	-	-	-
-	-	-	-	(1,152,822)	-	-	-	(1,152,822)
-	(266,036)	-	-	-	-	-	-	(266,036)
-	(266,036)	146,627	165,484	(1,464,933)	-	-	-	(1,418,858)
-	-	-	-	2,944,495	-	-	-	2,944,495
-	-	-	-	13,567	230,449	(43,014)	187,435	201,002
-	-	-	-	2,958,062	230,449	(43,014)	187,435	3,145,497
-	(10,935)	-	-	(346)	-	-	-	(11,281)
-	468	-	-	-	-	-	-	468
4,433,931	8,818,763	3,208,061	842,843	3,618,616	(628,437)	(26,971)	(655,408)	20,266,806
-	-	295,772	-	(295,772)	-	-	-	-
-	-	-	(187,435)	187,435	-	-	-	-
-	-	-	-	(2,354,417)	-	-	-	(2,354,417)
-	-	295,772	(187,435)	(2,462,754)	-	-	-	(2,354,417)
-	-	-	-	2,038,257	-	-	-	2,038,257
-	-	-	-	(6,676)	27,087	(184)	26,903	20,227
-	-	-	-	2,031,581	27,087	(184)	26,903	2,058,484
-	209	-	-	-	-	-	-	209
$ 4,433,931	8,818,972	3,503,833	655,408	3,187,443	(601,350)	(27,155)	(628,505)	19,971,082

Balance at January 1, 2024
Appropriation and distribution of retained earnings:
Legal reserve
Special reserve
Cash dividends of ordinary share
Cash dividends from capital surplus distributed
Profit for the year
Other comprehensive income for the year
Total comprehensive income for the year
Changes in equity of associates and joint ventures accounted for using equity method
Others
Balance at December 31, 2024
Appropriation and distribution of retained earnings:
Legal reserve
Special reserve
Cash dividends of ordinary share
Profit for the year
Other comprehensive income for the year
Total comprehensive income for the year
Others
Balance at December 31, 2025

(English Translation of Financial Statements Originally Issued in Chinese)
EVERLIGHT ELECTRONICS CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:

Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation and amortization expense
Expected credit loss
Net loss (gain) on financial assets or liabilities at fair value through profit or loss
Interest expense
Interest income
Share of profit of subsidiaries, associates and joint ventures accounted for using the equity method
Net loss (gain) on disposal of property, plant and equipment
Gain on disposal of investments
Others

Total adjustments to reconcile profit (loss)

Changes in operating assets and liabilities:
Increase in financial assets at fair value through profit or loss, mandatorily measured at fair value
Decrease in contract assets
Decrease (increase) in notes and accounts receivable (including related parties)
(Increase) decrease in inventories
Decrease (increase) in other current assets
(Decrease) increase in contract liabilities
Increase in notes and accounts payable (including related parties)
Increase in provisions
Increase in other current liabilities
Decrease in net defined benefit liabilities

Total changes in operating assets and liabilities

Cash inflow generated from operations
Interest received
Interest paid
Income taxes paid

Net cash flows from operating activities

Cash flows from (used in) investing activities:
Acquisition of financial assets at fair value through other comprehensive income
Proceeds from disposal of financial assets at fair value through other comprehensive income
Acquisition of investments accounted for using the equity method
Proceeds from disposal of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Decrease (increase) in other receivables due from related parties
Acquisition of intangible assets
Decrease (increase) in other financial assets
Decrease in restricted assets
Dividends received

Net cash flows used in investing activities

Cash flows from (used in) financing activities:
Increase in short-term borrowings
Increase in guarantee deposits received
Increase (decrease) in other payables due to related parties
Payment of lease liabilities
Cash dividends paid
Other financing activities

Net cash flows used in financing activities

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

2025	2024
$ 2,495,125	3,510,604
361,035	375,829
24,714	32,467
(9,864)	20,451
23,062	15,437
(151,654)	(151,451)
(484,755)	(1,087,597)
(5,416)	10,618
-	(89,387)
(4,711)	(15,776)
(247,589)	(889,409)
(73,672)	(44,235)
4,182	30,987
4,148	(1,391,274)
(70,021)	30,837
37,845	(14,751)
(44,535)	36,028
354,498	906,296
70,625	13,674
26,311	314,706
(444)	(5,446)
308,937	(123,178)
2,556,473	2,498,017
150,323	134,702
(23,789)	(14,164)
(161,651)	(630,537)
2,521,356	1,988,018
(242,665)	(500,000)
-	125,995
(35,293)	-
-	136,237
(223,377)	(285,246)
50,215	59,779
15,096	(9,846)
75,827	(167,210)
(41,916)	(32,592)
169,859	(820,928)
11,229	15,284
432,821	100,646
211,796	(1,377,881)
-	500,000
10,966	19,358
(6,302)	100,984
(7,230)	(8,578)
(2,354,417)	(1,418,858)
209	468
(2,356,774)	(806,626)
376,378	(196,489)
1,634,482	1,830,971
$ 2,010,860	1,634,482

See accompanying notes to financial statements.

-17-

Independent Auditors' Report

To the Board of Directors of Everlight Electronics Co., Ltd.:

Opinion

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

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2025 and 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 with the International Financial Reporting Standards ("IFRSs"), International Accounting Standards ("IASs"), Interpretations developed by the International Financial Reporting Interpretations Committee ("IFRIC") or the former Standing Interpretations Committee ("SIC") endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters we judged shall be presented in the financial report as follows:

-18-

Inventory valuation

Please refer to note 4(h) for accounting policy related to valuation of inventory; note 5 for uncertainty of inventory valuation; and note 6(f) for information regarding inventory and related expenses.

Description of key audit matters:

Due to the impact of product life cycle and industrial competition in electronic industry, the price variability on the inventory of the Group is expected. Therefore, the test of inventory valuation is one of the significant assessment items in our audit procedures.

Audit procedures:

Our principal audit procedures included: assessing the allowance for inventory valuation and obsolescence losses to determine whether the policies of the Group and the accounting policies are applied accordingly, and challenging the adequacy of the Group’s provisions against inventories which we corroborated on a sample basis by testing the appropriateness of ageing listing, understanding the basis for valuation of net realized value used by the management of the Group and selecting appropriate samples to verify the reasonableness of the inventory valuation.

Revenue recognition

Please refer to note 4(q) for the accounting policy of revenue; and note 6(v) for information regarding revenue recognition.

Description of key audit matters:

The main activities of the Group include manufacturing and selling of products on light-emitting and sensing components. The sales revenue is a key matter in the consolidated financial statements, and the amounts and changes of sales revenue may affect the users' understanding of the entire financial statements. Therefore, testing over revenue recognition is one of the significant assessment items in our audit procedures.

Audit Procedures:

Other Matter

Everlight Electronics Co., Ltd. has additionally prepared its parent company only financial statements as of and for the years ended December 31, 2025 and 2024, on which we have issued an unmodified opinion.

-19-

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRSs, IASs, IFRC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing 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.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

-20-

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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.

The engagement partners on the audit resulting in this independent auditors' report are Hsin, Yu-Ting and Kuo, Kuan-Ying.

KPMG

Taipei, Taiwan (Republic of China)

March 11, 2026

Notes to Readers

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

The independent auditors' audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' audit report and consolidated financial statements, the Chinese version shall prevail.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
EVERLIGHT ELECTRONICS CO., LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)

Assets	December 31, 2025		December 31, 2024		Liabilities and Equity
		Amount	%	Amount			%
Current assets:						Current liabilities:
1100	Cash and cash equivalents (note 6(a))	$ 3,945,108	13	5,820,316	20	2100	Short-term borrowings (note 6(n))
1110	Current financial assets at fair value through profit or loss (note 6(b))	751,248	3	572,365	2	2130	Current contract liabilities (note 6(v))
1170	Notes and accounts receivable, net (note 6(d))	5,234,953	18	5,462,892	18	2170	Notes and accounts payable
1180	Accounts receivable due from related parties, net (notes 6(d) and 7)	636,862	2	531,386	2	2180	Accounts payable to related parties (note 7)
1310	Inventories (note 6(f))	1,278,923	4	1,049,050	4	2210	Payables on machinery and equipment
1470	Other current assets	275,204	1	417,847	1	2250	Current tax liabilities
1476	Other current financial assets (notes 6(a), 6(e) and 7)	7,518,466	25	6,250,606	21	2280	Current lease liabilities (note 6(g))
		19,640,764	66	20,104,462	68	2300	Other current liabilities (notes 6(b) and 6(e))
Non-current assets:						2322	Long-term borrowings, current portion (note 6(p))
1510	Non-current financial assets at fair value through profit or loss (note 6(b))	210,129	1	74,854	-
1517	Non-current financial assets at fair value through other comprehensive income (note 6(c))	1,818,660	6	1,165,412	4		Non-Current liabilities:
1550	Investments accounted for using the equity method, net (note 6(g))	428,608	1	392,388	1	2527	Non-current contract liabilities (note 6(v))
1560	Non-current contract assets (note 6(v))	116,708	-	107,511	-	2540	Long-term borrowings (note 6(p))
1600	Property, plant and equipment (note 6(k))	5,293,847	18	5,775,316	19	2560	Non-current tax liabilities
1755	Right-of-use assets (note 6(l))	470,254	2	414,282	2	2570	Deferred tax liabilities (note 6(o))
1780	Intangible assets	28,849	-	23,010	-	2580	Non-current lease liabilities (note 6(g))
1840	Deferred tax assets (note 6(e))	591,131	2	674,359	2	2640	Non-current provisions for employee benefit (note 6(r))
1900	Other non-current assets (note 6(r))	46,256	-	46,003	1	2600	Other non-current liabilities
1980	Non-current other financial assets (notes 6(a), 6(d) and 8)	954,028	4	1,002,183	3
		9,958,470	34	9,675,318	32		Total liabilities
							Equity:
							Equity attributable to owners of parent (note 6(t)):
						3110	Ordinary shares
						3200	Capital surplus (note 6(g))
						3310	Retained earnings:
						3320	Legal reserve
						3350	Unappropriated earnings
						3400	Other equity interests
						3610	Non-controlling interests
							Total equity
							Total liabilities and equity
December 31, 2025		December 31, 2024
---	---	---	---
Amount	%	Amount	%
$ 764,049	3	750,000	3
32,437	-	80,745	-
3,883,202	13	3,995,993	13
389,231	1	225,533	1
139,891	1	211,850	1
689,723	2	555,668	2
159,162	1	214,117	1
61,066	-	41,309	-
2,046,313	7	2,153,878	7
1,242	-	1,290	-
8,166,316	28	8,230,383	28
44	-	45	-
4,598	-	5,760	-
260,151	1	154,342	-
46,091	-	-	-
121,660	-	184,566	1
354,315	1	315,510	1
46,233	-	37,632	-
70,110	1	74,859	-
923,002	3	772,714	2
9,089,318	21	9,003,097	30
4,433,931	15	4,433,931	15
8,818,972	30	8,818,763	30
3,503,833	12	3,208,061	11
655,408	2	842,843	2
3,187,443	10	3,618,616	12
7,346,684	24	7,669,520	25
(628,505)	(2)	(655,408)	(2)
19,971,082	67	20,266,806	68
538,834	2	509,877	2
20,509,916	69	20,776,683	70
$ 29,599,234	100	29,779,788	100

See accompanying notes to consolidated financial statements.

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

EVERLIGHT ELECTRONICS CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars Except for Earnings Per Share, which is expressed in New Taiwan Dollars)

	2025		2024
	Amount	%	Amount	%
4000 Operating revenue (notes 6(v) and 7)	$ 19,639,955	100	20,972,903	100
5110 Cost of sales (notes 6(f), 6(r), 7 and 12)	13,535,270	69	14,619,727	70
5900 Gross profit	6,104,685	31	6,353,176	30
Operating expenses (notes 6(r), 7 and 12):
6100 Selling expenses	1,034,007	5	1,076,276	5
6200 Administrative expenses	1,668,298	9	1,919,381	9
6300 Research and development expenses	849,135	4	857,600	4
6450 Expected credit loss (note 6(d))	90,299	-	39,772	-
	3,641,739	18	3,893,029	18
6900 Net operating income	2,462,946	13	2,460,147	12
Non-operating income and expenses:
7100 Interest income (note 6(s))	277,682	1	259,256	1
7190 Other income (notes 6(g) and 7)	100,113	1	358,001	2
7210 Net gains on disposals of property, plant and equipment (notes 6(g) and 7)	10,104	-	15,697	-
7225 Gains on disposals of investments, net (notes 6(g) and 6(j))	-	-	771,902	4
7235 (Losses) gains on financial assets (liabilities) at fair value through profit or loss, net	(15,539)	-	(51,685)	-
7050 Finance costs (notes 6(q) and 6(x))	(31,897)	-	(17,305)	-
7590 Other expenses and losses (note 9(a))	(73,152)	-	(105,859)	(1)
7630 Foreign exchange gains (losses), net (note 6(y))	(106,781)	(1)	303,008	1
7770 Share of profit (loss) of associates and joint ventures accounted for using the equity method (note 6(g))	35,123	-	(1,171)	-
	195,653	1	1,531,844	7
7900 Profit before tax	2,658,599	14	3,991,991	19
7950 Less: Income tax expenses (note 6(s))	595,464	3	869,195	4
Profit	2,063,135	11	3,122,796	15
8300 Other comprehensive income:
8310 Items that will not be reclassified to profit or loss
8311 Gains (losses) on remeasurements of defined benefit plans	(8,015)	-	17,584	-
8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income (note 6(y))	1,089	-	(3,503)	-
8349 Less: income tax related to items that will not be reclassified to profit or loss (note 6(s))	(1,603)	-	3,517	-
	(5,323)	-	10,564	-
8360 Items that will be reclassified to profit or loss
8361 Exchange differences on translation of foreign financial statements	45,091	-	214,056	1
8367 Unrealized gains (losses) from investments in debt instruments measured at fair value through other comprehensive income	(945)	-	(39,511)	-
8370 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss (note 6(g))	1,097	-	6,911	-
8399 Less: income tax related to items that will be reclassified to profit or loss (note 6(s))	(7,673)	-	(473)	-
	52,916	-	181,929	1
8300 Other comprehensive income	47,593	-	192,493	1
Total comprehensive income	$ 2,110,728	11	3,315,289	16
Profit, attributable to:
8610 Owners of parent	$ 2,038,257	11	2,944,495	14
8620 Non-controlling interests	24,878	-	178,301	1
	$ 2,063,135	11	3,122,796	15
Total comprehensive income attributable to:
8710 Owners of parent	$ 2,058,484	11	3,145,497	15
8720 Non-controlling interests	52,244	-	169,792	1
	$ 2,110,728	11	3,315,289	16
Earnings per share (note 6(u))
9750 Basic earnings per share	$ 4.60		6.64
9850 Diluted earnings per share	$ 4.53		6.55

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
EVERLIGHT ELECTRONICS CO., LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the years ended December 31, 2025 and 2024
(Expressed in Thousands of New Taiwan Dollars)

	Equity attributable to owners of parent
	Retained earnings					Other equity interest			Total equity attributable to owners of parent
	Ordinary shares	Capital surplus	Legal reserve	Special reserve	Unappropriated earnings	Exchange differences on translation of foreign financial statements	Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income	Total	Total equity attributable to owners of parent	Non-controlling interests	Total equity
Balance at January 1, 2024	$ 4,433,931	9,095,266	3,061,434	677,359	3,135,833	(858,886)	16,043	(842,843)	18,550,980	354,852	18,905,832
Appropriation and distribution of retained earnings:
Legal reserve	-	-	146,627	-	(146,627)	-	-	-	-	-	-
Special reserve	-	-	-	165,484	(165,484)	-	-	-	-	-	-
Cash dividends of ordinary share	-	-	-	-	(1,152,822)	-	-	-	(1,152,822)	-	(1,152,822)
Cash dividends from capital surplus distributed	-	(266,036)	-	-	-	-	-	-	(266,036)	-	(266,036)
	-	(266,036)	146,627	165,484	(1,464,933)	-	-	-	(1,418,858)	-	(1,418,858)
Profit for the period	-	-	-	-	2,944,495	-	-	-	2,944,495	178,301	3,122,796
Other comprehensive income for the period	-	-	-	-	13,567	230,449	(43,014)	187,435	201,002	(8,509)	192,493
Total comprehensive income for the period	-	-	-	-	2,958,062	230,449	(43,014)	187,435	3,145,497	169,792	3,315,289
Changes in equity of associates and joint ventures accounted for using the equity method	-	(10,935)	-	-	(346)	-	-	-	(11,281)	-	(11,281)
Changes in non-controlling interests	-	-	-	-	-	-	-	-	-	(14,767)	(14,767)
Others	-	468	-	-	-	-	-	-	468	-	468
Balance at December 31, 2024	4,433,931	8,818,763	3,208,061	842,843	3,618,616	(628,437)	(26,971)	(655,408)	20,266,806	509,877	20,776,683
Appropriation and distribution of retained earnings:
Legal reserve	-	-	295,772	-	(295,772)	-	-	-	-	-	-
Special reserve	-	-	-	(187,435)	187,435	-	-	-	-	-	-
Cash dividends of ordinary share	-	-	-	-	(2,354,417)	-	-	-	(2,354,417)	-	(2,354,417)
	-	-	295,772	(187,435)	(2,462,754)	-	-	-	(2,354,417)	-	(2,354,417)
Profit for the period	-	-	-	-	2,038,257	-	-	-	2,038,257	24,878	2,063,135
Other comprehensive income for the period	-	-	-	-	16,676)	27,087	(184)	26,903	20,227	27,366	47,593
Total comprehensive income for the period	-	-	-	-	2,031,581	27,087	(184)	26,903	2,058,484	52,244	2,110,728
Changes in non-controlling interests	-	-	-	-	-	-	-	-	-	(23,287)	(23,287)
Others	-	209	-	-	-	-	-	-	209	-	209
Balance at December 31, 2025	$ 4,433,931	8,818,972	3,503,833	655,408	3,187,443	(601,350)	(27,155)	(628,505)	19,971,082	538,834	20,509,916

See accompanying notes to consolidated financial statements.

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) EVERLIGHT ELECTRONICS CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2025 and 2024

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:

	2025	2024
Profit before tax	$ 2,658,599	3,991,991
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation and amortization expense	918,106	968,852
Expected credit loss	90,299	39,772
Net (gain) loss on financial assets or liabilities at fair value through profit or loss	(13,395)	19,205
Interest expense	31,897	17,305
Interest income	(277,682)	(259,256)
Share of (profit) loss of associates and joint ventures accounted for using the equity method	(35,123)	1,171
Net gain on disposal of property, plant and equipment	(10,104)	(15,697)
Gain on disposal of intangible assets	-	(171,815)
Gain on disposal of investments	-	(771,902)
Others	(3,926)	(318)
Total adjustments to reconcile profit	700,072	(172,683)
Changes in operating assets and liabilities:
(Increase) decrease in financial assets at fair value through profit or loss, mandatorily measured at fair value	(303,970)	217,443
(Increase) decrease in contract assets	(9,197)	30,987
Decrease (increase) in notes and accounts receivable (including related parties)	64,714	(1,184,920)
Increase in inventories	(229,873)	(131,095)
Decrease (increase) in other receivable and other current assets	149,422	(133,651)
Increase in notes and accounts payable (including related parties)	50,907	805,898
Increase in provisions	76,889	13,674
(Decrease) increase in other current liabilities	(103,138)	339,932
Increase (decrease) in net defined benefit liabilities	1,365	(5,446)
(Decrease) increase in current contract liabilities	(48,309)	26,104
Others	6,662	(2,246)
Total changes in operating assets and liabilities	(344,528)	(23,320)
Cash inflow generated from operations	3,014,143	3,795,988
Interest received	260,841	239,097
Interest paid	(32,623)	(16,039)
Income taxes paid	(395,238)	(909,725)
Net cash flows from operating activities	2,847,123	3,109,321
Cash flows from (used in) investing activities:
Acquisition of financial assets at fair value through other comprehensive income	(652,665)	(500,000)
Proceeds from disposal of financial assets at fair value through other comprehensive income	-	125,995
Proceeds from disposal of investments accounted for using the equity method	-	136,237
Proceeds from disposal of subsidiaries	-	701,057
Acquisition of property, plant and equipment	(447,100)	(541,568)
Proceeds from disposal of property, plant and equipment	56,879	67,686
Decrease (Increase) in refundable deposits	4,621	(10,609)
Acquisition of intangible assets	(42,216)	(36,303)
Increase in other financial assets	(1,284,249)	(1,416,509)
Decrease in restricted deposits	11,229	14,689
Others	29,311	-
Net cash flows used in investing activities	(2,324,190)	(1,459,325)
Cash flows from (used in) financing activities:
Increase in short-term borrowings	14,049	500,000
Repayments of long-term borrowings	(1,192)	(1,191)
(Decrease) increase in guarantee deposits received	(11,128)	32,590
Payment of lease liabilities	(63,411)	(40,565)
Cash dividends paid	(2,354,417)	(1,418,858)
Change in non-controlling interests	(23,287)	(14,767)
Other financing activities	209	468
Net cash flows used in financing activities	(2,439,177)	(942,323)
Effect of exchange rate changes on cash and cash equivalents	41,036	182,903
Net (decrease) increase in cash and cash equivalents	(1,875,208)	890,576
Cash and cash equivalents at beginning of period	5,820,316	4,929,740
Cash and cash equivalents at end of period	$ 3,945,108	5,820,316

See accompanying notes to consolidated financial statements.

-25-

Attachment 3

Everlight Electronics Co., Ltd.
Audit Committee’s Review Report

The board of directors has prepared and submitted the Company’s 2025 Business Report, Financial Statements and Proposal for Earnings Distribution of the Company for the year 2025. Yu,Ting-Hsin CPA and Kuo,Kuang-Ying CPA of KPMG have also audited the financial statements and issued the auditors’ report. The Business Report, Financial Statements and Proposal for Earnings Distribution of the Company for the year 2025 have been reviewed and determined to be correct and accurate by the Audit Committee members of Everlight Electronics Co., Ltd. According to article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit the report.

Hereto

2026 Annual General Shareholders’ General Meeting

Chairman of the Audit Committee: Jung-Chun, Lin

Date: March 11th, 2026

Attachment 4

Comparison Table for the” Procedures for acquiring or disposing of assets” Before and After Version

Article	Articles Before Amendment	Articles After Amendment	Explanation
8	Standards for Mandatory Announcement & Report
(Omitted)

Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria:
A. For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.
B. For a public company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more.

(Omitted) | Standards for Mandatory Announcement & Report
(Omitted)

Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria:
A. For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.
B. For a public company whose paid-in capital is NT$10 billion or more but less than NT$50 billion, the transaction amount reaches NT$1 billion or more.
C. For a public company with paid-in capital of NT$50 billion or more, where the transaction amount reaches 5% or more of the company’s paid-in capital.

(Omitted)

For a public company with paid-in capital of NT$50 billion or more, any trading of government bonds, ordinary corporate bonds, and general bank debentures not involving equity rights (excluding subordinated bonds) on a stock exchange or at the business place of a securities firm, which does not fall under any of the circumstances set out in the proviso to Subparagraph 8, and where the counterparty to the transaction is not a related party, if the transaction amount reaches 5% or more of the company’s paid-in capital.
Where an asset transaction other than any | Amended in accordance with FSC Securities Issuance Order No. 1140383333. |
| | 7. Where an asset transaction other than any | 8. Where an asset transaction other than any | |

	of those referred to in the preceding six subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: (Omitted)	of those referred to in the preceding seven subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: (Omitted)
23-1	For the calculation of 10 percent of total assets under these Procedures, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by the Company shall be used. In the case of the company whose shares have no par value or a par value other than NT$10, for the calculation of transaction amounts of 20 percent of paid-in capital under these Regulations, 10 percent of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of these Regulations regarding transaction amounts relative to paid-in capital of NT$10 billion, NT$20 billion of equity attributable to owners of the parent shall be substituted.	For the calculation of 10 percent of total assets under these Procedures, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by the Company shall be used. In the case of the company whose shares have no par value or a par value other than NT$10, for the calculation of transaction amounts of 20 percent of paid-in capital under these Regulations, 10 percent of equity attributable to owners of the parent shall be substituted; for the calculation of transaction amounts of 5 percent of paid-in capital under these Regulations, 2.5 percent of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of these Regulations regarding transaction amounts relative to paid-in capital of NT$10 billion, NT$20 billion of equity attributable to owners of the parent shall be substituted ; and for calculations under the provisions of these Regulations regarding paid-in capital of NT$50 billion, NT$100 billion of equity attributable to owners of the parent shall be substituted.	Amended in accordance with FSC Securities Issuance Order No. 1140383333.

Appendix 1

Everlight Electronics Co., Ltd.

Articles of Incorporation

Chapter I

General Provisions

Article 1:

The Company shall be incorporated under the Company Act of the Republic of China, and its name shall be Everlight Electronics Co., Ltd.

Article 2:

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

CC01040 Lighting Facilities Manufacturing
CC01080 Electronic Parts and Components Manufacturing
CC01110 Computers and Computing Peripheral Equipment Manufacturing
F119010 Wholesale of Electronic Materials
F401010 International Trade
I501010 Product Designing
E601010 Electric Appliance Construction
E603090 Illumination Equipment Construction
IG03010 Energy Technical Services
CC01060 Wired Communication Equipment and Apparatus Manufacturing
CC01070 Telecommunication Equipment and Apparatus Manufacturing
CC01100 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing
CC01120 Data Storage Media Manufacturing and Duplicating
E599010 Pipe Lines Construction
E601020 Electric Appliance Installation
E603010 Cables Construction
F113020 Wholesale of Household Appliance
F113070 Wholesale of Telecom Instruments
F118010 Wholesale of Computer Software
F213010 Retail Sale of Household Appliance
F219010 Retail Sale of Electronic Materials
I103060 Management Consulting Services
I199990 Other Consultancy
I301010 Software Design Services
I301020 Data Processing Services
JE01010 Rental and Leasing Business
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
IZ99990 Other Industrial and Commercial Services

Article 2-1:

The Company may engage in external guarantee for other businesses of the same industry or among affiliate enterprises within the scope of business.

Article 2-2:

The Company’s investments on other enterprises are not bound by total investment limit

prescribed in Article 13 of the Company Act. Nevertheless, matters related to long term equity investment shall be resolved by the Board of Directors' Meeting.

Article 2-3: (Deleted)

Article 3:
The Company is headquartered in New Taipei City, Taiwan and when necessary may establish branches or subsidiaries at home and abroad according to resolutions by the board of directors.

Article 4: (deleted)

Chapter II

Article 5:
Total capital amount for the Company is set at NTD 10 billion dollars which are divided into 1 billion shares, with NTD10 dollars per share. The board of directors' meeting is hereby authorized to issue these shares in separate batches. NTD400 million dollars out of the capital amount prescribed in Paragraph 1 shall be reserved for issuing employee stock option certificates of a total of 40 million shares and with the par value of NTD10 dollars per share. With resolution from the board of directors' meeting, batch issuance is allowed. In the event that the Company is entitled to purchase back company shares as stipulated by laws, the board of directors' meeting will therefore be authorized to execute accordingly in accordance with laws or regulations.

Article 5-1:
With shareholders representing more than half of total shares issued attending shareholder's meeting as well as consent by more than two-thirds of voting rights from attending shareholders, the Company may therefore assign shares to employees at prices lower than the actual average price of shares buy-back, or issue employee stock option certificate at share exercise prices lower than the closing price on the issue day (per share net value).

Article 5-2:
The objects of transfer of stock bought back by the company, issue of employee stock option certification of the company, subscription of new shares of the company and issue of restricted stock for employees may include the employees of the parents or subsidiaries of the company who meet certain specific requirements. The term of certain specific requirements in this Article is authorized to be set by Board of Directors.

Article 6: (deleted)

Article 7:
The Company's share certificates shall be affixed with the signatures or personal seals of the directors who are authorized to represent the Company, and shall be duly certified or authenticated by the competent authority before issuance. The Company may print a consolidated share certificate representing the total number of the new shares to be issued at the same time of issue, but they shall be placed under the custody of a centralized securities custody enterprise.

Article 8:
No transfer of shares shall be handled within sixty days prior to a shareholders' regular meeting, or within thirty days prior to a shareholders' extraordinary meeting, or within five days prior to allocation of dividend bonus or any other benefits.

Chapter III
Shareholders' Meeting

Article 9:
Shareholders' meetings of the Company are of two kinds: regular shareholders meetings and extraordinary shareholders meetings. The regular shareholders' meeting is called once per year within six months of the close of the fiscal year. Extraordinary shareholders meetings may be called in accordance with applicable laws and regulations whenever necessary. The company's shareholders meeting may be held by video conference or other methods announced by the competent authority. The requirements, operating procedures, and other matters to be complied with for the adoption of video shareholders meeting shall be governed by the regulations of the competent authority if otherwise stipulated.

Article 10:
A shareholder who is unavailable for a shareholders' meeting may duly issue a power of attorney in the proxy provided by the Company, specifying the range of the authorized power for the meeting on their behalf.

Article 11:
Unless otherwise provided by related regulations, the shareholder shall have one vote for each share he/she holds.

Article 12:
Unless otherwise provided by the Company Act, decisions in the shareholders' meeting shall be resolved by a majority vote in the meeting attended by shareholders representing a majority of the total issued shares. According to regulatory requirements, shareholders may also vote via an electronic voting system, and those who do shall be deemed as attending the shareholders' meeting in person; electronic voting shall be conducted in accordance with the relevant laws and regulations.

Chapter IV
Directors and Supervisors

Article 13:
The Company’s board of directors shall have 5 to 9 directors and 2 supervisors. The election shall adopt the candidate nomination system which is conformed to the Article 192-1 of the Company Act, and the shareholders shall elect the directors and supervisors from the list of the nominated candidates. The term of their offices shall be three years, and may be eligible for re-election. The total registered shares owned by the directors and supervisors shall be subject to the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”.

Among of the number of directors above, at least two of which shall be independent directors, and not less than one-fifth of the total number of directors. The Company shall adopt a candidate nomination system for election of the independent directors and the shareholders shall elect the directors from among the nominees listed in the roster of director candidates. The professional qualifications, restrictions on both shareholding and concurrent positions held, method of nomination and election and other requirements with regard to the independent directors shall be handled pursuant to the related rules established by the competent authority.

Article 13-1:
If the establishment of audit committee is resolved, the rules of company law regarding supervisor will cease applying during the term of office of the audit committee.

Article 14:
The board of directors shall be organized by the directors. The board of directors shall elect a chairman of the board from among the directors by a majority at a meeting attended by two-three or more of all the directors, and the chairman of the board of directors shall externally represent the Company.

Article 14-1:
In calling a meeting of the board of directors, a notice setting forth therein the subject(s) to be discussed at the meeting shall be given to each director and supervisor no later than 7 days prior to the scheduled meeting date. However, in the case of emergency, the meeting may be convened at any time.

The above-mentioned meeting could be convened in writing or via email or fax.

Article 15:
In case the chairman of the board of directors is on leave of absence or cannot exercise his/her power and authority for any cause, designation of his/her substitute shall be subject to Article 208 of The Company Act.

Unless otherwise provided by the Company Act, resolutions of the board of directors shall be

adopted by a majority of the directors at a meeting attended by a majority of the directors; in case a director appoints another director to attend a meeting of the board of directors in his/her behalf, he/she shall, in each time, issue a written proxy and specify the range of the authorized power for the meeting. A director may accept the appointment to act as the proxy referred to in the preceding paragraph of one other director only.

Article 15-1:

Upon the Company director or supervisor's performance of company duties, the Company shall pay compensation accordingly whether or not the Company makes profit from business. The board of directors' meeting is hereby authorized to determine compensation which shall be based on their degree of participation and value of contribution to the Company's operation, and shall not exceed the highest salary standard prescribed in the Company's salary determination guidelines. A separate distribution of compensation will be conducted in accordance with Article 20 hereto in the event that the Company makes profit from business.

Article 16: (deleted)

Article 16-1:

The Company shall establish a remuneration committee and audit committee in accordance with relevant regulations, and for the purpose of developing supervisory functions and strengthening management mechanisms, the board of directors may set up functional committees for auditing, nomination or any other functions.

The responsibilities, the adoption of the organizational charter, the exercise of their powers of office, and related matters shall be handled pursuant to the related rules established by the competent authority and the Company.

Chapter V

Managers

Article 17:

The Company may appoint one Chief Executive Officer, whose commissioning, decommissioning and pay rate shall be as pursuant to Article 29 of the Company Act.

Chapter VI

Finance

Article 18:

After the close of each fiscal year, the following reports shall be prepared by the board of directors and submitted to the regular shareholders' meeting for reviewing and for ratification.

Business Report.
Financial Statements.
Surplus Earnings Distribution or Loss Make-up Proposal.

Article 19: (Deleted)

Article 20:

If the Company has gained profits within a fiscal year, 6% ~ 12% of the profits shall be reserved as the employees' compensation, and compensation for director shall not exceed 1%; employees of subsidiaries of the company meeting certain specific requirements are entitled to receive shares or cash as compensation. The term of certain specific requirements in this Article is authorized to be set by Board of Directors. The amount of employees' compensation mentioned above includes an allocation of no less than 20%, as required by the Securities and Exchange Act, designated for distribution to grassroots employees.

However, in case of the accumulated losses, certain profits shall first be reserved to cover them.

Article 21-1:

Revenue from the Company’s annual general settlement shall be first used to pay tax and compensate previous losses. Subsequently, ten percent of the balance shall be recognized as legal reserve and special reserve shall be recognized or reversed in accordance with laws and competent authority’s requirements. The final balance together with more than fifty percent of accumulated undistributed revenue appropriated from the previous year shall serve as dividend for distribution. The board of directors’ meeting shall submit distribution proposal to shareholder’s meeting for resolution accordingly.

The dividend distribution methods will adopt two methods of capital increase through earning capitalization and cash dividend. Percentage for cash dividend shall not be lower than ten percent. Nevertheless, cash dividend can be replaced by stock dividend in the event that cash dividend is lower than NTD0.2 (included) dollar per share.

Chapter VII

Supplementary Provisions

Article 21:

Any matters not sufficiently provided for in these Articles of Incorporation shall be handled in accordance with the Company Act.

Article 22:

These Articles of Incorporation were enacted on May 10, 1983.

The 1st amendment was made on May 23, 1983.

The 2nd amendment was made on December 17, 1986.

The 3rd amendment was made on December 15, 1988.

The 4th amendment was made on February 4, 1989.

The 5th amendment was made on February 28, 1989.
The 6th amendment was made on December 29, 1989.
The 7th amendment was made on October 20, 1990.
The 8th amendment was made on April 30, 1992.
The 9th amendment was made on June 1, 1995.
The 10th amendment was made on June 1, 1996.
The 11th amendment was made on December 23, 1997.
The 12th amendment was made on May 22, 1998.
The 13th amendment was made on May 19, 1999.
The 14th amendment was made on October 12, 1999.
The 15th amendment was made on May 8, 2000.
The 16th amendment was made on June 15, 2001.
The 17th amendment was made on June 21, 2002.
The 18th amendment was made on June 25, 2003.
The 19th amendment was made on May 24, 2005.
The 20th amendment was made on June 14, 2006.
The 21st amendment was made on June 15, 2007.
The 22nd amendment was made on June 13, 2008.
The 23rd amendment was made on June 10, 2009.
The 24th amendment was made on June 15, 2010.
The 25th amendment was made on June 10, 2011.
The 26th amendment was made on June 22, 2012.
The 27th amendment was made on June 14, 2013.
The 28th amendment was made on June 11, 2014.
The 29th amendment was made on June 17, 2015.
The 30th amendment was made on June 17, 2016.
The 31th amendment was made on June 16, 2017.
The 32nd amendment was made on June 15, 2018.
The 33rd amendment was made on June 14, 2019.
The 34th amendment was made on June 17, 2022.
The 35th amendment was made on June 16, 2023.
The 36th amendment was made on June 12, 2024.
The 37th amendment was made on June 11, 2025.

Appendix 2

Everlight Electronics Co., Ltd.

Rules of Procedure of Shareholders' Meeting

To establish a strong governance system and sound supervisory capabilities for the 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.
The rules of procedures for the Company's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.
Unless otherwise provided by law or regulation, the Company's shareholders meetings shall be convened by the board of directors.

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

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

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

For physical shareholders meetings, to be distributed on-site at the meeting.

For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
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, 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 as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any 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, the Company shall publicly announce its acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

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

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

inform 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.

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

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to the Company before 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 the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail. If, after a proxy form is delivered to the Company, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to the 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.

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

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

The Company shall specify in its shareholders meeting notices the time during which attendance registrations of 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.

Shareholders and their proxies (collectively, "shareholders") shall attend shareholders

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

The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The Company shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.

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

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

6-1. To convene a virtual shareholders meeting, the Company shall include the follow particulars in the shareholders meeting notice:

How shareholders attend the virtual meeting and exercise their rights.
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:

A. 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.
B. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
C. 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.

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

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

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

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

The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation. Where a shareholders meeting is held online, the Company shall keep records of

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

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

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.

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

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

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.

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 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.

Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.

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

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

Voting at a shareholders meeting shall be calculated based the number of shares. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number

of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares 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.

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

When the Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt 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 the Company avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before 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 the 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 the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

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

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

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

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

When the 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.

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

elected as directors and the numbers of votes with which they were elected.

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

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

The Company may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

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

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

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

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

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

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

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

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

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

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

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 five days in accordance with Article 182 of the Company Act.

In the event of a virtual shareholders meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
When the 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.
In the event of a 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 a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed 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, the number of shares represented by, and voting rights and election rights exercised by the shareholders who 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, 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 the Company convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, 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 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, the 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, the Company shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.

When convening a virtual-only shareholders meeting, the Company shall provide

appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.

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.

Appendix 3

Everlight Electronics Co., Ltd.

Procedures for Acquisition or Disposal of Assets
(Before Amendments)

Article 1 Purpose

Disposal procedures hereto are stipulated for the purpose of asset guarantee and complete information publication. Disposal shall be conducted in accordance with disposal procedures hereto.

Article 2 Legal Basis

These Procedures are adopted in accordance with the provisions of Article 36-1 of the Securities and Exchange Act and Order No. 101004588 issued by Financial Supervisory Commission (FSC) dated February 13, 2012.

Article 3 The term "assets" as used in these Procedures includes the following:

Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities.
Real property (including land, houses and buildings, investment property, and construction enterprise inventory) and equipment.
Memberships.
Patents, copyrights, trademarks, franchise rights, and other intangible assets.
Right-of-use assets.
Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables).
Derivatives.
Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law.
Other major assets.

Article 4 Assessment Procedures

Upon acquisition or disposal of securities which are not from traded in centralized securities exchange market or business location of securities firm, net value per share, profitability, future development prospect, market, interest rate and bond coupon rate, debtor's creditworthiness and trading price at the time of transaction shall all be considered during negotiation.
Upon acquisition or disposal of securities which are already traded in centralized securities exchange market or business location of securities firm, determination shall be made accordingly based on equity or bond price at the time of transaction.
Upon acquisition or disposal of assets other than the ones prescribed in

the preceding two clauses, execution shall adopt one of the methods of price enquiry, price comparison, price negotiation or open bidding, and announced current value, assessed current value as well as actual trading price for neighboring real property shall be considered during negotiation. For cases meeting mandatory report standards prescribed in procedures hereto, appraisal report from professional appraiser shall also be considered.

Article 5 Procedures for Acquisition or Disposal of Assets

Upon acquisition or disposal of assets, responsible unit shall assess matters such as causes for intended acquisition or disposal, subject, transaction counterparty, transfer price, payment/receiving terms as well as basis for price reference and submit to authorized unit for determination. Execution shall be implemented by management department and related matters shall be conducted in accordance with the Company’s internal control related operation requirements and disposal procedures hereto.
Execution unit for the Company’s long/short term securities investment is Department of Finance, while utilizing departments and related responsible units shall be execution units for real property and other fixed assets. Other assets which are not securities investment, real property or other fixed assets shall be assessed by related execution units before being implemented accordingly.
Operations related to asset acquisition or disposal shall be implemented in accordance with the Company’s internal control related requirements. Related personnel shall be disciplined based on violation situation in the event of major violation detected.

Article 6 Approval Authority

Execution of the Company’s purchasing and selling of long/short term securities investments shall be conducted in accordance with the Company’s approval authority.

Article 7 Investment Amount

The Company may purchase real property or securities which are not used for business purpose. Total investment amount shall not exceed twenty-five percent of total asset amount, while investment in securities shall not exceed total amount for shareholder’s equity. Investment amount for purchase of individual securities shall not exceed forty percent of total asset amount.

Article 8 Standards for Mandatory Announcement & Report

Under any of the following circumstances, the acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days commencing immediately from the date of occurrence of the event:

Acquisition or disposal of real property or right-of-use assets thereof from or to a related party, or acquisition or disposal of assets other than

real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

Merger, demerger, acquisition, or transfer of shares.
Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the Company.
Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount meets any of the following criteria:

A. For a public company whose paid-in capital is less than NT$10 billion, the transaction amount reaches NT$500 million or more.

B. For a public company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more.

Acquisition or disposal by a public company in the construction business of real property or right-of-use assets thereof for construction use, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$500 million; among such cases, if the public company has paid-in capital of NT$10 billion or more, and it is disposing of real property from a completed construction project that it constructed itself, and furthermore the transaction counterparty is not a related party, then the threshold shall be a transaction amount reaching NT$1 billion or more.
Where land is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million.
Where an asset transaction other than any of those referred to in the preceding six subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances:

A. Trading of domestic government bonds or foreign government bonds with a credit rating not lower than our country's sovereign

rating.

B. Where done by professional investors—securities trading on securities exchanges or OTC markets, or subscription of foreign government bonds, ordinary corporate bonds or general bank debentures without equity characteristics (excluding subordinated debt) that are offered and issued in the primary market, or subscription or redemption of securities investment trust funds or futures trust funds, or subscription or redemption of Exchange-Traded Note, or subscription by a securities firm of securities as necessitated by its undertaking business or as an advisory recommending securities firm for an emerging stock company, in accordance with the rules of the Taipei Exchange.

C. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.

The amount of transactions above shall be calculated as follows

The amount of any individual transaction.
The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.
The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year.
The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.

"Within the preceding year" as used in the preceding paragraph refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount.

A public company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the company and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th day of each month.

When a public company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety within two days counting inclusively from the date of knowing of such error or

omission.

A public company acquiring or disposing of assets shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the company, where they shall be retained for 5 years except where another act provides otherwise.

Article 9

Timing for Mandatory Announcement & Report

Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and reported in accordance with the preceding article, a public report of relevant information shall be made on the information reporting website designated by the FSC within 2 days commencing immediately from the date of occurrence of the event:

Change, termination, or rescission of a contract signed in regard to the original transaction.
The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.

Article 10

In acquiring or disposing of real property, equipment or right-of-use assets thereof where the transaction amount reaches 20 percent of the Company's paid-in capital or NT$300 million or more, the Company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions:

Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors, and the same procedure shall be followed whenever there is any subsequent change to the terms and conditions of the transaction.
Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.
Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the

transaction price:

A. The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount.
B. The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount.

No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.

Article 11

The Company acquiring or disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price, and if the dollar amount of the transaction is 20 percent of the Company's paid-in capital or NT$300 million or more, the Company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission.

Article 12

Where the Company acquires or disposes of intangible assets or right-of-use assets thereof or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price.

Article 12-1

The calculation of the transaction amounts referred to in the preceding three articles shall be done in accordance with Article 30, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.

Article 13

Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.

Article 14

Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide public companies with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements:

May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received.
May not be a related party or de facto related party of any party to the transaction.
If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.

When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the self-regulatory rules of their respective allied associations and the following:

Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence.
When conducting a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.
They shall undertake an item-by-item evaluation of the appropriateness and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion.
They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is appropriate and reasonable, and that they have complied with applicable laws and regulations.

Article 15

When the Company engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised, if the

transaction amount reaches 10 percent or more of the Company's total assets, the Company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of the preceding Section and this Section.

The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with Article 12-1 herein.

When judging whether a trading counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.

Article 16

When the Company intends to acquire or dispose of real property or right-of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the audit committee and the board of directors:

The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
The reason for choosing the related party as a trading counterparty.
With respect to the acquisition of real property or right-of-use assets thereof from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 15 and Article 16.
The date and price at which the related party originally acquired the real property, the original trading counterparty, and that trading counterparty's relationship to the Company and the related party.
Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article.
Restrictive covenants and other important stipulations associated with the transaction.

With respect to the types of transactions listed below, when to be conducted between the Company and its parent or subsidiaries, or between its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, the company's board of directors may pursuant to delegate the board chairman to decide such matters when the transaction is within a certain amount and have the decisions subsequently submitted to and

ratified by the next board of directors meeting:

Acquisition or disposal of equipment or right-of-use assets thereof held for business use.
Acquisition or disposal of real property right-of-use assets held for business use.

Where the position of independent director has been created in accordance with the provisions of the Act, when a matter is submitted for discussion by the board of directors pursuant to paragraph 1, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

In the event that Audit Committee has been created in accordance with the provisions of the Act, matters shall be recognized by Supervisors prescribed in Paragraph I hereto shall be subject to the approval of one half or more of the entire membership of the Committee and shall be submitted to the board of directors for a resolution.

If the Company or its subsidiary that is not a domestic public offering company conducts a transaction outlined in paragraph 1, and the transaction amount reaches 10% or more of the Company's total assets, the Company shall submit the materials listed in paragraph 1 to the shareholders meeting for approval before it may sign the transaction contract and make payments.

However, transactions between the Company and its subsidiaries or between its subsidiaries shall not be subject to this provision.

The calculation of the transaction amount refer to in paragraph 1 and the preceding paragraph shall be made in accordance with the provisions of Article 8, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been recognized by shareholders meeting and audit committee and approved by the board of directors need not be counted toward the transaction amount.

Article 17

The Company that acquires real property or right-of-use assets thereof from a related party shall evaluate the reasonableness of the transaction costs by the following means:

Based upon the related party's transaction price plus necessary interest on funding and the costs to be duly borne by the buyer. "Necessary interest on funding" is imputed as the weighted average interest rate on borrowing in the year the Company purchases the property; provided, it may not be higher than the maximum non-financial industry lending rate announced by the Ministry of Finance.
Total loan value appraisal from a financial institution where the related party has previously created a mortgage on the property as security for a

loan; provided, the actual cumulative amount loaned by the financial institution shall have been 70 percent or more of the financial institution's appraised loan value of the property and the period of the loan shall have been 1 year or more. However, this shall not apply where the financial institution is a related party of one of the trading counterparties.

Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph.

The Company that acquires real property or right-of-use assets thereof from a related party and appraises the cost of the real property in accordance with the preceding two paragraphs shall also engage a CPA to check the appraisal and render a specific opinion.

Where the Company acquires real property or right-of-use assets thereof from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with Article 16 and the preceding three paragraphs do not apply:

The related party acquired the real property or right-of-use assets thereof through inheritance or as a gift.
More than 5 years will have elapsed from the time the related party signed the contract to obtain the real property or right-of-use assets thereof to the signing date for the current transaction.
The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the Company's own land or on rented land.
The real property right-of-use assets for business use are acquired by the Company with its parent or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital.

Article 18

Where the Company acquires real property or right-of-use assets thereof from a related party and the results of appraisals conducted in accordance with the preceding article are uniformly lower than the transaction price, the following steps shall be taken:

A special reserve shall be set aside against the difference between the real property or right-of-use assets thereof transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus shares. Where the Company uses the equity method to account for its investment in another company, then the special reserve called for shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company.
Supervisors shall comply with Article 218 of the Company Act. Where an

audit committee has been established in accordance with the provisions of the Act, the preceding part of this subparagraph shall apply mutatis mutandis to the independent director members of the audit committee.

Actions taken pursuant to subparagraph 1 and subparagraph 2 shall be reported to a shareholders meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus.

The Company that has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased at a premium, or they have been disposed of, or the leasing contract has been terminated, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent.

When the Company obtains real property or right-of-use assets thereof from a related party, it shall also comply with the preceding two paragraphs if there is other evidence indicating that the acquisition was not an arms-length transaction.

Article 19

Upon the Company's engagement of derivative financial products, execution shall be conducted in accordance with the Company's "Handling Procedures for Derivative Product Transaction Engagement," and the Company shall pay attention to risk management and audit matters to ensure implementation of internal control system.

Article 20

The Company that conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the board of directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to give an opinion on the reasonableness of the share exchange ratio, acquisition price, or distribution of cash or other property to shareholders, and submit it to the board of directors for deliberation and passage.

The Company participating in a merger, demerger, acquisition, or transfer of shares shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders meeting and include it along with the expert opinion referred to in paragraph 1 of the preceding Article when sending shareholders notification of the shareholders meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger, demerger, or acquisition, this restriction shall not apply.

Where the shareholders meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal

is rejected by the shareholders meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders meeting.

Article 21

When participating in a merger, demerger, or acquisition, the Company shall convene a board of directors meeting and shareholders meeting on the day of the transaction to resolve matters relevant to the merger, demerger, or acquisition, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.

A company participating in a transfer of shares shall call a board of directors meeting on the day of the transaction, unless another act provides otherwise or the FSC is notified in advance of extraordinary circumstances and grants consent.

Basic identification data for personnel: Including the occupational titles, names, and national ID numbers (or passport numbers in the case of foreign nationals) of all persons involved in the planning or implementation of any merger, demerger, acquisition, or transfer of another company's shares prior to disclosure of the information.
Dates of material events: Including the signing of any letter of intent or memorandum of understanding, the hiring of a financial or legal advisor, the execution of a contract, and the convening of a board of directors meeting.
Important documents and minutes: Including merger, demerger, acquisition, and share transfer plans, any letter of intent or memorandum of understanding, material contracts, and minutes of board of directors meetings.

When participating in a merger, demerger, acquisition, or transfer of another company's shares, a company that is listed on an exchange or has its shares traded on an OTC market shall, within 2 days commencing immediately from the date of passage of a resolution by the board of directors, report (in the prescribed format and via the Internet-based information system) the information set out in subparagraphs 1 and 2 of the preceding paragraph to the FSC for recordation.

Where any of the companies participating in a merger, demerger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on an OTC market, the company(s) so listed or traded shall sign an agreement with such company whereby the latter is required to

abide by the provisions.

Article 22

When participating in a merger, demerger, acquisition, or transfer of shares, the Company may not arbitrarily alter the share exchange ratio or acquisition price unless under the below-listed circumstances, and shall stipulate the circumstances permitting alteration in the contract for the merger, demerger, acquisition, or transfer of shares:

Cash capital increase, issuance of convertible corporate bonds, or the issuance of bonus shares, issuance of corporate bonds with warrants, preferred shares with warrants, stock warrants, or other equity based securities.
An action, such as a disposal of major assets, that affects the Company's financial operations.
An event, such as a major disaster or major change in technology, that affects shareholder equity or share price.
An adjustment where any of the companies participating in the merger, demerger, acquisition, or transfer of shares from another company, buys back treasury stock.
An increase or decrease in the number of entities or companies participating in the merger, demerger, acquisition, or transfer of shares.
Other terms/conditions that the contract stipulates may be altered and that have been publicly disclosed.

For the Company's merger, division, purchase or share receiving contract, related matters shall be documented as required for the purpose of protecting participating company's rights.

Article 23

Requirements for Acquisition or Disposal of Subsidiary's Asset

(1) Acquisition or disposal of subsidiary's asset shall be conducted in accordance with parent company's requirements.
(2) For a subsidiary which is not a domestic public company and acquisition or disposal of asset meeting mandatory announcement or report standards prescribed in Article 8, matters of announcement or report shall be conducted by parent company.
(3) "Meeting twenty percent of company's paid-in capital or ten percent of total asset" prescribed in subsidiary company's announcement & report standards shall be based on parent company's paid-in capital or total asset.

Subsidiary referred to shall be recognized in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Article 23-1

For the calculation of 10 percent of total assets under these Procedures, the total assets stated in the most recent parent company only financial report or individual financial report prepared under the Regulations Governing the Preparation of Financial Reports by the Company shall be used.

In the case of the company whose shares have no par value or a par value other than NT$10, for the calculation of transaction amounts of 20 percent of

Article 24

paid-in capital under these Regulations, 10 percent of equity attributable to owners of the parent shall be substituted; for calculations under the provisions of these Regulations regarding transaction amounts relative to paid-in capital of NT$10 billion, NT$20 billion of equity attributable to owners of the parent shall be substituted.

Matters of Financial Statement Disclosure

For the Company’s acquisition or disposal of asset meeting mandatory announcement or report standards prescribed in Article 8 of handling procedures hereto, and transaction counterpart is a substantial stakeholder, contents of announcements shall therefore be disclosed in the notes of financial statements and shall be reported to shareholder’s meeting accordingly.

Article 25

Implementation Date

After the procedures have been approved by the board of directors, they shall be submitted to each supervisor, and then to a shareholders' meeting for approval; the same applies when the procedures are amended. If any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to each supervisor.

When the Procedures for Acquisition or Disposal of Assets is submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If any independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.

In the event that the Company has established Audit Committee in accordance with regulations, application of requirements on supervisor prescribed in this guideline shall be suspended during the tenure of Audit Committee. Critical asset transaction and modifications on asset acquisition or disposal processes shall be subject to the approval of one half or more of the entire membership of the Committee and shall be submitted to the board of directors for a resolution.

In the event that approval prescribed in the preceding paragraph is not obtained from more than one-half of all Audit Committee, execution may be conducted with approval from more than two-thirds of all directors, and Audit Committee’s resolution shall be recorded in the minutes of the board of directors meeting.

Appendix 4

Everlight Electronics Co., Ltd.

Current Shareholding of Directors

In accordance with the regulations, the minimum number of shares held by all directors other than independent directors of the Company share be 16,000,000.
As of the book closure date (2026/04/11), the shareholding of directors recorded in the shareholder register is as follows.

Position	Name	Number of shares
Chairman	Yin-Fu Yeh	14,168,553
Director	Bo-Wen Zhou	9,100,000
Director	Bang-Yan Liu	221,884
Director	Ting-wei Yeh	500,000
Independent Director	Rong-Chun Lin	0
Independent Director	Chin-Der Ou	0
Independent Director	Kuo-Chung Chi	0
Independent Director	Ya-Hui Lin	0
Total		23,990,437

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EVERLIGHT — AGM Information 2026

52052_rns_2026-05-21_14a0ec10-becb-40fb-87e8-100dfe732700.pdf

Procedures for the 2026 Annual General Shareholders' Meeting

Report Items :

Approval Items

Everlight Electronics Co., Ltd.

Discussion Items

Extempore Motions

Adjournment

Business Report

Preface

New technique and applications

Summary of 2026 business plan

Independent Auditors' Report

Opinion

Basis for Opinion

Key Audit Matters

Auditor's Responsibilities for the Audit of the Financial Statements

Statements of Comprehensive Income

(English Translation of Financial Statements Originally Issued in Chinese) EVERLIGHT ELECTRONICS CO., LTD.

Statements of Changes in Equity

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

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Notes to Readers

Everlight Electronics Co., Ltd.

Articles of Incorporation

Chapter I

General Provisions

Article 1:

Article 2:

Article 2-1:

Article 2-2:

Chapter II

Shares

Article 15-1:

Article 16: (deleted)

Article 16-1:

Chapter V

Managers

Article 17:

Chapter VI

Finance

Article 18:

Everlight Electronics Co., Ltd.

Article 5 Procedures for Acquisition or Disposal of Assets

Article 6 Approval Authority

Article 7 Investment Amount

Article 8 Standards for Mandatory Announcement & Report

Article 9

Article 10

Article 24

Article 25

Everlight Electronics Co., Ltd.

Current Shareholding of Directors

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EVERLIGHT AGM Information 2026