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Fiti AGM Information 2026

Apr 24, 2026

52322_rns_2026-04-24_44e032f3-27b5-4059-a9a2-d93982e65356.pdf

AGM Information

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Stock Code: 3413 

Foxsemicon Integrated Technology Inc.

2026 Shareholders’ Meeting

Meeting Handbook

May 27, 2026

Table of Contents

One. Meeting Procedure ................................................................................................ 1 Two. Agenda ................................................................................................................. 2 Three. Attachments I. 2025 Business Report ...................................................................................... 10 II. Audit Committee’s Review Report ................................................................ 13 III. Independent Auditors’ Report and 2025 Financial Statements .................... 14 IV. Distribution of Earnings ............................................................................... 42 V. Comparison Table for Before and After Revision of Procedures of Loans to Others ............................................................................................. 43 VI. Comparison Table of the Provisions Before and After Amendment to the Procedures for Asset Acquisition or Disposal .................................................... 44 VII. Candidates for Director Election (incl. Independent Directors) ................. 48 VIII. Details on New Directors (incl. Independent Directors) Holding Concurrent Positions in Other Companies ................................................ 50 Four. Appendices I. Articles of Incorporation ................................................................................. 51 II. Rules of Procedure for Shareholder Meetings ............................................... 58 III. Rules for Director Elections ......................................................................... 61 IV. Directors’ Shareholdings .............................................................................. 63

[One. Meeting Procedure]

Foxsemicon Integrated Technology Inc. Procedure for the 2026 Annual Meeting of Shareholders

I. Chairman’s Remarks

II. Report Items

III. Matters to be Approved

IV. Discussion

V. Election

VI. Other Motions

VII. Extraordinary Motion

VIII. Adjournment

  • 1 -

[Two. Agenda]

Foxsemicon Integrated Technology Inc. Procedure for the 2026 Annual Meeting of Shareholders

Time: 9:00 a.m., May 27, 2026 (Wednesday)

Venue: 2F., No. 16, Kezhong Rd., Zhunan Township, Miaoli County, Taiwan Method of convening: Physical meeting

Call the Meeting to Order

Chairman’s Remarks

I. Report Items:

  • (I) 2025 Business Report

  • (II) Audit Committee’s Review Report on 2025 Financial Statements

  • (III) 2025 Distribution of Remuneration to Employees and Directors

  • (IV) 2025 Distribution of Cash Dividends

  • II. Matters to be Approved:

  • (I) 2025 Business Report and Financial Statements

  • (II) 2025 Earnings Distribution

III. Discussion:

  • (I) Revision of Procedures of Loans to Others

  • (II) Amendment to the Company’s Procedures for Asset Acquisitions or Disposals

IV. Election:

Election of all Directors

V. Other Motions:

Releasing of the Prohibition on Directors and their Representatives from Non-competition Restrictions

  • VI. Extraordinary Motion

  • VII. Adjournment

  • 2 -

Report Items

Proposal 1

Proposal: 2025 Business Report

Description: For the 2025 Business Report please refer to Attachment 1 (p.10 - p.12).

Proposal 2

Proposal: Audit Committee’s Review Report on 2025 Financial Statements

  • Description: For the Audit Committee’s Review Report on 2025 Financial Statements please refer to Attachment 2 (p.13).

Proposal 3

Proposal: 2025 Distribution of Remuneration to Employee and Directors

  • Description: I. Pursuant to Article 29 of the Company’s Articles of Incorporation, “if the Company realizes a profit in any given fiscal year, it shall first allocate 3% to 8% of such profit as employee remuneration (of which 20% to 80% of the employee remuneration amount shall be distributed to junior-level employees), and shall allocate directors’ remuneration not exceeding 0.5% of such profit, to be resolved by the Board of Directors and reported to the general shareholders’ meeting. However, when the Company has accumulated losses, it shall first reserve an amount to offset the losses, and the remaining amount will be allocated for employee compensation and director remuneration in the proportions stated above. Employee remuneration can be paid in cash or in shares. Qualified employees of subsidiaries are also included in the payment.

  • 3 -

  • II. The Company’s profit for fiscal year 2025 amounted to NT$2,937,424,396 (representing net profit before tax, prior to the allocation of employee and directors’ remuneration, and after deducting accumulated deficits). The Company proposes to allocate employee cash remuneration at 5.53%, amounting to NT$162,515,662 (of which 34.97% of the employee remuneration amount, or NT$56,831,727, shall be distributed to junior-level employees), and directors’ remuneration at 0.45%, amounting to NT$13,176,631.

  • 4 -

Proposal 4

Proposal: 2025 Distribution of Cash Dividends

  • Description: I. In accordance with the Company’s Article 29-1 of the Articles of Incorporation, if dividends and bonuses are to be paid in the form of cash, approval for should be passed by at least half of the directors in attendance in a Board meeting attended by no less than two-thirds of all Board members.

  • II. The Company appropriates NT$1,216,589,880 from 2025 distributable earnings as cash dividends, and distributes at NT$11 per share (rounded down to the whole dollar amounts). The fractional amounts are aggregated and recorded as other income of the Company.

  • III. The Company’s 2025 surplus distribution has set the ex-dividend base date as June 2, 2026, and the cash dividend payment date as June 22, 2026. If changes to the ex-dividend base date, payment date, or other related matters are required due to actual operational needs, regulatory changes, or in response to objective circumstances, the Chairman is authorized to handle all these matters at his discretion.

  • IV. Chairman is authorized with full discretion to proceed according to the Company Act or relevant laws if the payout ratio is changed due to change in the Company’s share capital and number of shares outstanding after the distribution of dividends.

  • 5 -

Matters to be Approved:

Proposal 1 (Proposed by the Board of Directors)

Proposal: 2025 Business Report and Financial Statements

  • Description: I. The Company’s 2025 individual and consolidated financial statements and business report have been approved by resolution at the Board Meeting on and reviewed by the Audit Committee. The CAPs Patrick Hsu and Jen-Chieh Wu of PricewaterhouseCoopers, Taiwan have reviewed the individual and consolidated financial statements and have issued an unqualified audit opinion.

  • V. II.For the business report, the audit committee’s review report, the independent auditors’ report and the 2025 Financial statements, please refer to Attachment 1-3 (p.10 – p.41).

Resolution:

Proposal 2

(Proposed by the Board of Directors)

Proposal: 2025 Earnings Distribution

Description: The 2025 earnings distribution has been approved by resolution at the Board Meeting and reviewed by the Audit Committee. For details, please refer to Attachment 4 (p.42).

Resolution:

  • 6 -

Discussion

Proposal 1

(Proposed by the Board of Directors)

Proposal: Revision of Procedures of Loans to Others

Description: Pursuant to the Company’s operational requirements, certain articles of the Company’s Procedures for Loans to Others are proposed for amendment. For the comparison of the articles before and after the amendment to the Procedures for Loans to Others, please refer to Attachment 5 of this handbook. (p.43).

Resolution:

Proposal 2

(Proposed by the Board of Directors)

Proposal: Amendment to the Company’s Procedures for Asset Acquisitions or Disposals. Description: Pursuant to the Company’s operational requirements, certain articles of the Company’s Procedures for Asset Acquisitions or Disposals are proposed for amendment. For the comparison of the articles before and after the amendment to the Procedures for Asset Acquisitions or Disposals, please refer to Attachment 6 of this handbook. (p.44).

Resolution:

Election

Proposal: Election of all Directors

Proposal: Election of all Directors (Proposed by the Board of Directors) Description: I. The term of office of the current Board of Directors will expire on May 29, 2026, so it is hereby proposed the election of a new Board of Directors at the Shareholders’ Meeting. The office term of the newly elected independent director will be from the date of the Shareholders’ Meeting, May 27 2026 to May 26, 2029, with a duration of 3 years.

  • 7 -

  • II. Pursuant to Article 17 of the Company’s Articles of Incorporation, the Company will elect 7 Directors (including 4 Independent Directors). The Company adopts the candidate nomination system in accordance with Article 192-1 of the Company Act. For details regarding the candidate list, and the education background, work experience, and shareholdings of the candidates, please refer to Attachment 7 (p.48).

  • III. The Company’s Independent Director, Kang-Chih Li, was elected Independent Director for more than 3 terms (term of office from June 25, 2014 to May 29, 2026). Given his expertise in the semiconductor industry, familiarity with relevant laws and regulations, and experience in corporate governance, he is considered to be of significant benefit to the Company. Accordingly, Kang-Chih Li is again nominated as an independent director candidate, so that he may continue to leverage his expertise in fulfilling his duties as an independent director and provide professional input to enhance the Board of Directors’ oversight functions.

  • IV. The election of Directors is conducted in accordance with “Regulations Governing the Election of Directors”. For details, please refer to Appendix 3 (p.61).

Election Result:

  • 8 -

Other Motions

(Proposed by the Board of Directors) Proposal: Releasing of the Prohibition on Directors and their Representatives from Non-competition Restrictions

  • Description: I. As stipulated in Article 209 of the Company Act, directors that act within the Company’s business scope for themselves or others should explain the essential contents of such an act at the shareholders’ meeting, and obtain approval thereat.

  • II. In order to facilitate the Company’s business development, regarding the Directors and the representatives thereof, or persons who act as directors or managers of other companies that are of the same or similar nature as the Company, it is proposed to release them from non-competition restrictions under the premise that such concurrent positions pose no adverse effects on the Company’s interests.

  • III. Details on New Directors (incl. Independent Directors) Holding Concurrent Positions in Other Companies, please refer to Attachment 8 (p.50).

Resolution:

Extraordinary Motion

Adjournment

  • 9 -

Attachment 1

Foxsemicon Integrated Technology Inc. 2025 Business Report

The Company’s 2025 revenue totaled NT$ 20,841,660 thousand, at an increase of 26.66% YoY, and an increase of NT$ 448,258 thousand in operating profit. The 2025 profit before tax amounted to NT$ 3,059,113 thousand and net income for the period NT$ 2,417,242 thousand. EPS was NT$ 21.44, down NT$ 3.78 from NT$ 25.22 in the previous year. The Company’s 2025 operating performance report is as follows:

I. Operating conditions: Performance analysis for the years 2025 and 2024Unit: NT$ thousands

I. Operating conditions:
thousands		 Performance analysis for Performance analysis for the years 2025 and 202 the years 2025 and 202 4Unit:
N		 T$
Year
Financial
statement accoun
2025		 2024 Difference %
difference
Amount % Amount % (Note)
Revenue 20,841,660 100.00%
16,454,476		 100.00%
4,387,184
26.66%
Operatingcost (15,600,775) -74.85% (12,165,987) -73.94%
(3,434,788)		 0.91%
Grossprofit 5,240,885
25.15%
4,288,489
26.06%
952,396
-0.91%
Operatingexpense (2,130,424) -10.22%
(1,626,286)		 -9.88%
(504,138)		 0.34%
Operating profit 3,110,461
14.92%
2,662,203
16.18%
448,258
-1.26%
Non-operatingincome (51,348) -0.25%
552,450
3.36%
(603,798)		 -3.61%
Profit before tax 3,059,113
14.68%
3,214,653
19.54%
(155,540)		 -4.86%
Income tax expense (641,871) -3.08%
(602,010)		 -3.66%
(39,861)		 -0.58%
Net income 2,417,242
11.60%
2,612,643
15.88%
(195,401)		 -4.28%
Profit attributable to owners
ofparent
2,336,288
11.21%
2,612,643
15.88%
(276,355)
-4.67%
Profit attributable to non-
controllinginterest		 80,954
0.39%
0
0.00%
80,954
0.39%
Basic EPS(NT$) 21.44 25.22 (3.78) -14.99%

Note: The percentage difference for revenue and basic EPS are calculated based on the amount difference, otherwise the difference between the percentage differences in both years.

  1. In terms of revenue:

  2. 1.1 2025 revenue amounted NT$20,841,660 thousand, up NT$16,454,476 thousand or 26.66% from 2024.

  3. 1.2 2025 non-operating revenue amounted to NT$ 365,475 thousand, which comprises interest income of NT$ 166,522 thousand and other income of NT$ 198,953 thousand (government grant income of NT$ 139,004 thousand, rent modification benefit of NT$ 22,907 thousand, accounts payable reclassified as revenue of NT$ 9,293 thousand, rent income of NT$ 6,578 thousand and other income of NT$ 21,171 thousand).

  4. In terms of expenses:

  5. 2.1 2025 operating cost amounted NT$ 15,600,775 thousand, and operating cost as a percentage of revenue increased by 0.91% from NT$ 12,165,987 thousand in 2024. 2025 operating expense amounted NT$ 2,130,424 thousand, and operating cost as a percentage of revenue increased by 0.34% from NT$ 1,626,286 thousand in 2024.

  6. 10 -

  7. 2.2 2025 non-operating expense amounted NT$ 416,823 thousand, including financial costs of NT$64,212 thousand, other gains or losses of NT$ 343,967 thousand (net loss on foreign exchange of NT$ 342,571 thousand, loss on financial assets at fair value through profit and loss of NT$ 3,196 thousand, gain on disposal of property, plant and equipment of NT$ 1,422 thousand and other gains of NT$ 378 thousand), and share of profit (loss) of associates and joint ventures accounted for under equity method of NT$ 8,644 thousand.

  8. In terms of profit:

  9. The 2025 net profit amounted NT$2,417,242 thousand, down NT$ 195,401 thousand from NT$ 2,612,643 thousand in 2024. Profit attributable to owners of parent was NT$2,336,288 thousand, down NT$ 276,355 thousand from NT$ 2,612,643 thousand in 2024.

II. Innovation and R&D

The Company upholds the spirit of “Cultivate core technology and create new values” in the development of its R&D, and continues to invest in the R&D of advance equipment technology, with focuses on application in the semiconductor, optoelectronics, new energy, and automation. Standing on our solid R&D foundation, we step forward to strengthen our core competitiveness, and emphasize low-carbon emission and energysaving features of smart equipment and smart manufacturing.

In terms of semiconductor wafer equipment technology, we continue to develop next-generation nano-process equipment for the future. We aim to upgrade the microcontamination prevention capability, and develop automated micro-contamination control and air curtain cleaning solutions. We not only keep up with the latest process technologies of our customers and entered the mass protection of the 2nm process of customers, but also lead the development of product models that meet customers’ nextgeneration industrial safety standard requirements. Following the 5nm node in advanced semiconductor manufacturing, EUV has become the mainstream lithography technology. We successfully expanded our development of high-cleanliness automation equipment by leveraging precision positioning and process micro-environment monitoring technologies. This enabled the development of a fully automated EUV photomask pellicle bonding system, a photomask transfer system, and reticle pellicle inspection equipment. After passing customer verification for the 3nm process, we continued to refine the equipment to achieve mass production readiness for the 2nm process.

In terms of advanced packaging automation equipment technology, considering the surging demand for advanced FOWLP wafer-level packaging capacity, we completed development of wafer appearance inspection systems, standard wafer sorters, and integrated equipment for unpacking and sorting stacked wafer box packaging. These products have been successively adopted by major wafer fabrication and packaging/testing manufacturers. The recent surge in demand for 2.5D large-area stacking advanced packaging capacity driven by AI chips has accelerated the mass production timeline of FOPLP (Fan-Out Panel-Level Packaging) manufacturers. The Company developed a panel-level packaging sorter and wafer transfer machine this year, which has garnered customer interest and is scheduled for delivery to customers for process qualification.

  • 11 -

We continue to work on industrial upgrading and sustainable development. We invest in low-carbon, energy-saving and intelligent manufacturing technologies, and incorporated the technologies of real-time monitoring technology of carbon emissions, cloud computing, mobile terminals, Internet of Things, and big data. Then we apply these key technologies to new applications in wafer sorting and transfer equipment, semiconductor factory standard automation interface, unmanned whole plant intelligent automation, and environmental monitoring.

The Company’s 2025 main R&D results are as follows:

Item R&D results
1 Mass production commenced for micro-contamination control equipment for
the 2nm process node, with the 6th-generation product line developed to meet
customers’ next-generation industrial safetystandard requirements
2 Developed the 2nd-generation clean laminar flow air curtain, achieving a 4x
improvement in mechanical strength and a 2x improvement in service life and
reliability
3 Developed an EUV reticlepellicle rupture testingequipment
4 Developed a panel-level packaging sorter and transfer machine, with delivery
to customers forprocessqualification imminent

The Company is ahead of its peers in the field of semiconductor and semiconductor and ultra-clean automation equipment. Under the booming global demand for semiconductor equipment, the development of advanced processing is expecting a prominent future. On the other hand, the Company extends the application of its technologies to new fields and emerging industries, such as electric vehicles and the development and manufacture of medical equipment. We continue to make in-depth R&D in advanced and innovative technologies, expand the application of low-carbon internet and the core technologies of automation, and continue to incorporate our technologies into the development of new products.

Chairman: Young-Way Liu

Manager: Kevin Chiu

Chief Accounting Officer: Hsiao-Pei Chung

  • 12 -

Attachment 2

Audit Committee’s Report on Financial Statements

The Company’s 2025 business report, financial statements, and earnings appropriation proposal are prepared by the board of directors. The financial statements have been audited and verified by CPAs Sheng-Chung Hsu and Jen-Chieh Wu of PwC Taiwan, to which the firm has issued an independent auditor’s report. We have reviewed the above business report, financial statements, and earnings appropriation proposal without identifying any inconsistency, so we have issued a report as above in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the company Act.

Please proceed to review it.

Submitted to

2026 Shareholders’ Meeting of Foxsemicon Integrated Technology Inc.

Foxsemicon Integrated Technology Inc.

Audit Committee

Convener Shui-Hui Wu

February 26, 2026

  • 13 -

Attachment 3

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Shareholders of Foxsemicon Integrated Technology Inc.

Opinion

We have audited the accompanying consolidated balance sheets of Foxsemicon Integrated Technology Inc. and subsidiaries (the “Group”) as at December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

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

Basis of opinion

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

  • 14 -

Key audit matters

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

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

Sales revenue cut-off

Description

Please refer to Note 4(31) for accounting policy on revenue recognition, Note 5(1) for critical judgement on revenue recognition, and Note 6(20) for details of revenue. For the year ended December 31, 2025, the balance of revenue amounted to NT$20,841,660 thousand.

The Group has three sales transaction types, including direct shipment from the factory, FOB destination, and hub. For FOB destination and hub, revenue is recognized when goods are shipped to the destination or picked up by customers (when control of the product is transferred). The supporting documents for revenue recognition include receipts from customers (FOB destination), reports or other information provided by hub custodians and inventory movement record of hub. The process of revenue recognition contains numerous manual procedures, which may potentially result in inaccurate timing of revenue recognition.

Since there are numerous daily revenue from hubs and from FOB destination, the transaction amounts prior to and after the balance sheet date are significant to the financial statements, and revenue recognition involves subjective judgment, revenue cut-off has been identified as a key audit matter.

  • 15 -

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

  1. Evaluated and tested the Group’s internal controls in respect of revenue recognition.

  2. Tested sales transactions that took place shortly before and after the balance sheet date, by verifying customers’ receipt notes, supporting documents provided by hub custodian, inventory movement records, and costs of goods sold recognized in the correct reporting periods.

  3. Confirmed the inventory quantities with hub custodian and agreed the results to accounting records.

Evaluation of inventories

Description

Please refer to Note 4(14) for description of accounting policy on inventory valuation, Note 5(2) for accounting estimates and assumption uncertainty in relation to inventory valuation, and Note 6(6) for details of inventories. As of December 31, 2025, the balances of inventories and allowance for valuation loss on inventories amounted to NT$4,586,180 thousand and NT$156,311 thousand respectively.

The Group is primarily engaged in manufacture and sales of semiconductors and automation equipment and components. As technology changes rapidly, the life cycles of electronic products are short, prices are easily influenced by fluctuation in market price, there is higher risk of incurring inventory valuation losses or obsolescence. The Group measures inventories sold at the lower of cost and net realizable value. For inventories that are over a certain age and individually identified obsolete or ruined inventory, losses are recognized at net realizable value.

The Group’s allowance for inventory valuation losses mainly arises from individually identified obsolete or ruined inventory, and since the value of inventories is significant, inventory types are various, the individual identification of inventory usually involves human judgement and the valuation contains uncertainty. Thus, we identified the

  • 16 -

valuation of allowance for valuation loss on inventories as one of key audit matters. How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

  1. Ascertained whether the policies and procedures on allowance for inventory valuation losses were reasonable and consistently applied in all the periods.

  2. Verified the appropriateness of the system logic in calculating the ageing of inventories, and confirmed the information in the reports is consistent with the relevant policies.

  3. Assessed the reasonableness of separately identified obsolete and damaged inventories and verified against information obtained during the stock count.

  4. For net realizable value of inventories over normal age and those individually identified obsolete and damaged inventory, we discussed with the management, obtained supporting documents and reviewed the calculation of inventory loss.

Assessment of the reasonableness of the purchase price allocation for business combination

Description

Please refer to Note 4(34) for accounting policies on business combination, and Note 6(27) for details of business combination. The Group acquired 51% shares of FairTech Corporation in May 29, 2025 for a consideration of NT$1,704,043 thousand plus contingent cash consideration of NT291,347 thousand, and the allocation of purchase price of the business combination was finalized during the fourth quarter of 2025.

The acquisition price and the amount of intangible assets arising from the business acquisition are significant and the net fair value of identifiable assets and liabilities and the allocation of intangible assets are based on management’s estimation and subjective judgement. Thus, we considered the purchase price allocation for the above business combination a key audit matter.

  • 17 -

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

  1. Assessed the appropriateness and objectivity of the appraisers appointed by the management; and

  2. Reviewed identification of intangible assets, fair value measurement of identifiable intangible assets, discount rates and the reasonableness of goodwill calculation in the purchase price allocation report prepared by external experts.

  3. The auditors used the work of valuation experts to assist in assessing the reasonableness of significant assumptions, such as projected growth rates and discount rates, adopted in the moded.

Other matter – Parent company only financial reports

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

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission, and for such internal 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

  • 18 -

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

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

Auditors’ responsibilities for the audit of the consolidated financial statements

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

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

  2. Obtain an understanding of internal control relevant to the audit in order to design

  3. 19 -

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.

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

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

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

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

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

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

From the matters communicated with those charged with governance, we determine

  • 20 -

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

Hsu, Sheng-Chung

Wu, Jen-Chieh

For and on Behalf of PricewaterhouseCoopers, Taiwan February 26, 2026

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

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

  • 21 -

FOXSEMICON INTERGRATED TECHNOLOGY INC. AND SUBSIDIARIES AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Assets Notes
6(1)
6(2)
6(4)
6(5) and 7
7
6(6)
6(2)
6(3)
6(4) and 8
6(7) and 9
6(8) and 7
6(9)
6(13)		 December 31, 2025
AMOUNT
%
$
6,625,513
23
-
-
1,405,776
5
1,502,608
5
267,141
1
241
-
4,429,869
16
448,378
2
14,679,526
52
55,462
-
151,061
-
482,320
2
106,088
-
10,333,644
37
217,621
1
447
-
1,572,161
6
15,280
-
615,600
2
13,549,684
48
$
28,229,210
100		 December 31, 2024 December 31, 2024
AMOUNT
$
6,625,513
-
1,405,776
1,502,608
267,141
241
4,429,869
448,378
14,679,526
55,462
151,061
482,320
106,088
10,333,644
217,621
447
1,572,161
15,280
615,600
13,549,684
$
28,229,210		 AMOUNT
$
7,526,593
326
2,679,224
1,694,802
11,719
-
3,888,007
344,638
16,145,309
48,505
338,492
8,053
109,559
5,186,102
585,449
26,953
36,504
10,100
633,493
6,983,210
$
23,128,519		 %
Current assets
1100
Cash and cash equivalents
1110
Current financial assets at fair value
through profit or loss
1136
Current financial assets at amortized
cost
1170
Accounts receivable
1200
Other receivables
1220
Current income tax assets
130X
Inventory
1410
Prepayments
11XX
Total current assets
Non-current assets
1510
Non-current financial assets at fair
value through profit or loss
1517
Non-current financial assets at fair
value through other comprehensive
income
1535
Non-current financial assets at
amortised cost
1550
Investments accounted for using
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Investment property
1780
Intangible assets
1840
Deferred income tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets		 33
-
12
7
-
-
17
1
70
-
1
-
1
22
3
-
-
-
3
30
100

(Continued)

  • 22 -

FOXSEMICON INTERGRATED TECHNOLOGY INC. AND SUBSIDIARIES AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Liabilities and Equity Notes
6(10)
6(2)
6(20)
6(11)
7
6(14)(15)
6(12)
6(15)
7
6(27)
6(16)
6(18)
6(19)
9
11		 December 31, 2025
AMOUNT
%
$
2,194,500
8
-
-
114,838
-
1,434,190
5
3,431,659
12
370,221
1
53,538
-
281,463
1
145,761
1
8,026,170
28
1,207,521
4
270,466
1
184,603
1
580,678
2
2,243,268
8
10,269,438
36
1,098,196
4
6,059
-
1,455
-
6,166,283
22
1,413,498
5
6,336
-
7,432,325
26
415,307
2
16,539,459
59
1,420,313
5
17,959,772
64
$
28,229,210
100		 December 31, 2024 December 31, 2024
AMOUNT
$
2,194,500
-
114,838
1,434,190
3,431,659
370,221
53,538
281,463
145,761
8,026,170
1,207,521
270,466
184,603
580,678
2,243,268
10,269,438
1,098,196
6,059
1,455
6,166,283
1,413,498
6,336
7,432,325
415,307
16,539,459
1,420,313
17,959,772
$
28,229,210		 AMOUNT
$
30,000
1,802
333,823
1,711,501
2,074,232
406,177
72,600
628,584
290,545
5,549,264
1,423,956
85,575
547,468
314,809
2,371,808
7,921,072
1,060,004
16,245
1,692
5,715,305
1,142,209
6,336
6,927,340
338,316
15,207,447
-
15,207,447
$
23,128,519		 %
Current liabilities
2100
Short-term loans
2120
Current financial liabilities at fair
value through profit or loss
2130
Current contract liabilities
2170
Accounts payable
2200
Other payables
2230
Current tax liabilities
2280
Current lease liabilities
2320
Long-term liabilities, current portion
2399
Other current liabilities, others
21XX
Total current liabilities
Non-current liabilities
2540
Long-term loans
2570
Deferred income tax liabilities
2580
Non-current lease liabilities
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total Liabilities
Equity
Equity attributable to owners of
parent
Share capital
3110
Common stock
3130
Certificate of entitlement to new
shares from convertible bond
3140
Advance receipts for share capital
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
31XX
Equity attributable to owners of
the parent
36XX
Non-controlling interests
3XXX
Total equity
Significant Contingent Liabilities and
Unrecognized Contract Commitments
Significant Events after the Balance
Sheet Date
3X2X
Total liabilities and equity		 -
-
2
7
9
2
-
3
1
24
6
1
2
1
10
34
4
-
-
25
5
-
30
2
66
-
66
100

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

  • 23 -

FOXSEMICON INTERGRATED TECHNOLOGY INC. AND SUBSIDIARIES AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Items Year ended December 31
2025
2024
Notes
AMOUNT
%
AMOUNT
%
6(20) and 7
$
20,841,660
100
$
16,454,476
100
6(6)
(
15,600,775) (
75) (
12,165,987) (
74)
5,240,885
25
4,288,489
26
6(23)
(
506,389) (
3) (
420,758) (
3)
(
919,656) (
4) (
639,645) (
4)
(
704,756) (
3) (
565,253) (
3)
12(2)
377
- (
630)
-
(
2,130,424) (
10) (
1,626,286) (
10)
3,110,461
15
2,662,203
16
166,522
1
237,730
2
6(21)
198,953
1
134,057
1
6(22)
(
343,967) (
2)
235,413
1
7
(
64,212)
- (
41,308)
-
(
8,644)
- (
13,442)
-
(
51,348)
-
552,450
4
3,059,113
15
3,214,653
20
6(25)
(
641,871) (
3) (
602,010) (
4)
$
2,417,242
12
$
2,612,643
16
4000
Operating revenue
5000
Operating costs
5900
Gross profit from operations
Operating expenses
6100
Selling expenses
6200
Administrative expenses
6300
Research and development
expenses
6450
Impairment (loss) gain
6000
Total operating expenses
6900
Net operating income
Non-operating income and
expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of loss of associates and
joint ventures accounted for
using equity method
7000
Total non-operating revenue
and expenses
7900
Profit (loss) before income tax
7950
Income tax expense
8200
Profit for the period

(Continued)

  • 24 -

FOXSEMICON INTERGRATED TECHNOLOGY INC. AND SUBSIDIARIES AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Items Notes
6(13)
6(3)
(
(
6(26)		 Year ended December 31 Year ended December 31 Year ended December 31
2025 %
-

1)

1)
1
-
1
-
12
11
1
12
12
-
12
21.44
20.74		 2024
AMOUNT
$
4,614

182,460) (

177,846) (
252,607
6,844
259,451
$
81,605
$
2,498,847
$
2,336,288
80,954
$
2,417,242
$
2,417,400
81,447
$
2,498,847
$		 AMOUNT
$
4,633
149,747
154,380
239,959
3,943
243,902
$
398,282
$
3,010,925
$
2,612,643
-
$
2,612,643
$
3,010,925
-
$
3,010,925
$		 %
Components of other
comprehensive income that will
not be reclassified to profit or
loss
8311
Other comprehensive income,
before tax, actuarial gains
(losses) on defined benefit plans
8316
Unrealized gain on valuation of
financial assets at fair value
through the comprehensive
8310
Components of other
comprehensive income that
will not be reclassified to profit
or loss
Components of other
comprehensive income that will
not be reclassified to profit or
loss
8361
Financial statements translation
difference of foreign operations
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
8360
Other comprehensive loss that
will be reclassified to profit or
loss
8300
Other comprehensive income for
the year
8500
Total comprehensive income for
the year
Profit attributable to:
8610
Owners of the parent
8620
Non-controlling interests
Total comprehensive income
attributable to:
8710
Owners of the parent
8720
Non-controlling interests
Earnings per share (in dollars)
9750
Basic earnings per share
9850
Diluted earnings per share		 -
1
1
1
-
1
2
18
16
-
16
18
-
18
25.22
$ $ 22.70

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

  • 25 -

FOXSEMICON INTERGRATED TECHNOLOGY INC. AND SUBSIDIARIES AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

2024
Balance at January 1, 2024
Profit for the year
Other comprehensive income (loss) for the year
Total comprehensive income
Appropriations of 2023 earnings
Legal reserve
Cash dividends
Conversion of convertible bonds
Executive employee stock options
Share-based payment
Disposal of equity instruments at fair value through other
comprehensive income
Change for non controlling interest
Balance at December 31, 2024
2025
Balance at January 1, 2025
Profit for the year
Other comprehensive income (loss) for the year
Total comprehensive income
Appropriations of 2024 earnings
Legal reserve
Cash dividends
Conversion of convertible bonds
Executive employee stock options
Share-based payment
Change in equity of associates and joint ventures accounted for
using equity method
Adjustments arising from changes in percentage of ownership in
subsidiaries
Business combination transaction
Balance at December 31, 2025		 Notes E quityattributable to o wners of theparent Total Non-controlling
interests		 Total equity
Capital Advance receipts
for share capital
 Total capital
surplus, additional
paid-in capital		 Retained Earnings Unappropriated
retained earnings		 Other equityinterest
Financial
statements
translation
differences of
foreign operations
Total Unrealised
gains (losses)
from financial
assets measured at
fair value through
other
comprehensive
income
Common stock
 Certificate of
entitlement to new
shares from
convertible bond
$
246
-
-
-
-
-
15,999
-

-
-
-
$
16,245
$
16,245
-
-
-
-
-
(
10,186)
-

-
-
-
-
$
6,059		 Legal reserve Special reserve Financial
statements
translation
differences of
foreign operations
6(19)
6(18)
6(18)
6(17)(18)
6(19)
6(18)
6(18)
6(17)(18)		 $
971,861
-
-
-
-
-
77,439
10,704
-
-
-
$ 1,060,004
$ 1,060,004
-
-
-
-
-
30,686

7,506
-
-
-
-
$ 1,098,196		 $
2,286
-
-
-
-
-
-
(
594 )
-
-
-

$
1,692
$
1,692
-
-
-
-
-
-
(
237 )
-
-
-

-
$
1,455		 $ 4,051,311
-
-
-
-
-
1,458,254
146,127
59,761
-
(
148)
$ 5,715,305
$ 5,715,305
-
-
-
-
-
304,366
110,243
54,434
524
(
18,589)
-
$ 6,166,283		 $
943,255
-
-
-
198,954
-
-
-
-
-
-
$
1,142,209
$
1,142,209
-
-
-
271,289
-
-
-
-
-
-
-
$
1,413,498		 $
6,336
-
-
-
-

-

-
-
-
-
-
$
6,336
$
6,336
-
-
-
-

-

-
-
-
-
-
-
$
6,336		 $ 5,586,669
2,612,643
4,633
2,617,276
(
198,954)
(
1,173,260)
-
-
-
95,609
-
$ 6,927,340
$ 6,927,340
2,336,288
4,121
2,340,409
(
271,289)
(
1,564,135)
-
-
-
-
-
-
$ 7,432,325		 ($
58,452 )
-
243,902
243,902
-
-
-
-
-
-

-
$
185,450
$
185,450
-
259,451

259,451

-
-
-
-
-
-
-
-
$
444,901
 $
98,728
-
149,747
149,747
-
-

-
-
-
(
95,609)
-

$
152,866
$
152,866
-
(
182,460)
(
182,460)
-
-

-
-
-
-
-

-
( $
29,594)		 $ 11,602,240
2,612,643
398,282
3,010,925
-
(
1,173,260)
1,551,692
156,237
59,761
-
(
148)
$ 15,207,447
$ 15,207,447
2,336,288
81,112
2,417,400
-
(
1,564,135)
324,866
117,512
54,434
524
(
18,589)
-
$ 16,539,459		 $
-
-
-
-
-
-
-
-
-
-
-
$
-
$
-
80,954
493
81,447
-
(
27,930)
-
-
-
-
-
1,366,796
$ 1,420,313
$ 11,602,240
2,612,643
398,282
3,010,925
-
(
1,173,260)
1,551,692
156,237
59,761
-
(
148)
$ 15,207,447
$ 15,207,447
2,417,242
81,605
2,498,847
-
(
1,592,065)
324,866
117,512
54,434
524
(
18,589)
1,366,796
$ 17,959,772

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

  • 26 -

FOXSEMICON INTERGRATED TECHNOLOGY INC. AND SUBSIDIARIES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation expense (including investment property and right-of-use
assets)
Amortization expense
Gain on write-off of past due payable
Gain on lease modification
Share-based payments
Additional provision recognized
Share of loss of associates and joint ventures accounted for using
equity method
Expected credit losses recognized
Gain on financial assets at fair value through profit or less
(Gain) loss on disposal of property, plant and equipment
Interest income
Interest expense
Dividend income
Realized profit of deferred income of government
Changes in operating assets and liabilities
Changes in operating assets
Financial assets and liabilities at fair value through profit or loss,
mandatorily
Accounts receivable net
Accounts receivable related parties
Other receivable
Other receivable related parties
Inventories
Prepayment
Changes in operating liabilities
Accounts payable
Accounts payable related parties
Other payable
Other payable related parties
Contract liabilities
Other current liabilities
Defined benefit plans asset
Cash inflow generated from operations
Income taxes paid
Net cash flows from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through profit or loss
Acquisition of financial assets at amortized cost
Disposal of financial assets at amortized cost
Acquisition of Investments accounted for using equity method
Net cash payments for bussiness combination
Acquisition of property, plant and equipment
Dividends received
Proceeds from disposal of property, plant and equipment
Proceeds from disposal of financial assets at fair value through other
comprehensive
Acquisition of intangible assets
Interest received
Increase in refundable deposits
Decrease (increase) in other non-current assets
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Interest paid
Repayments of long-term debt
Increase in short-term loans
Decrease in short-term loans
Payments of lease liabilities
Proceeds from long-term debt		 Year ended December 31
Notes
2025
2024
$
3,059,113
$
3,214,653
6(9)(23)
671,472
537,995
6(23)
51,323
13,435
6(21)
(
9,293 ) (
20,923 )
6(8)
(
22,907 )
-
6(17)
54,434
59,761
6(12)
54,181
44,045
8,644
13,442
(
377 )
630
2,943
1,862
6(22)
1,422
485
(
166,522 ) (
237,730 )
64,212
41,308
(
3,725 ) (
3,251 )
(
64,107 ) (
64,798 )
253
507
116,784
(
911,684 )
(
53,946 )
140,015
(
245,971 )
115,398
15,827
(
301 )
(
333,727 ) (
1,197,842 )
(
89,778 ) (
103,152 )
(
160,518 )
791,094
(
86,972 ) (
127,120 )
252,708
322,055
31,809
(
12,040 )
(
219,906 ) (
5,910 )
(
48,123 ) (
18,550 )
-
11
2,879,253
2,593,395
(
628,821 ) (
418,066 )
2,250,432
2,175,329
(
6,957 ) (
21,145 )
(
2,307,849 ) (
5,911,592 )
3,120,028
6,890,645
-
(
22,500 )
6(27)
(
1,262,965 )
-
6(28)
(
3,325,606 ) (
1,923,295 )
3,725
3,251
79,605
3,411
6(3)
-
113,510
(
48,162 ) (
20,110 )
166,522
237,730
(
8,044 )
-
-
48,454
(
3,589,703 ) (
601,641 )
(
66,087 ) (
31,241 )
(
401,668 ) (
70,400 )
6(29)
5,896,000
154,000
6(29)
(
3,731,500 ) (
159,000 )
6(29)
(
62,404 ) (
40,865 )
6(29)
-
163,557
(Continued)
  • 27 -

FOXSEMICON INTERGRATED TECHNOLOGY INC. AND SUBSIDIARIES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Payment of cash dividends
Executive employee stock options
Transactions with non-controlling interests
Net cash flows from (used in) financing activities
Effect of changes in foreign currency exchange rates on cash
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year		 Year ended December 31
Notes
2025
2024
6(19)
( $
1,592,065 ) ( $
1,173,260 )
117,512
156,237
336,591
-
496,379
(
1,000,972 )
(
58,188 ) (
2,256 )
(
901,080 )
570,460
7,526,593
6,956,133
$
6,625,513
$
7,526,593

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

  • 28 -

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Foxsemicon Integrated Technology Inc.

Opinion

We have audited the accompanying parent company only balance sheets of Foxsemicon Integrated Technology Inc. and subsidiaries (the “Company”) as at December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, parent company only statements of changes in equity and parent company only statements of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

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

Basis for opinion

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

  • 29 -

Key audit matters

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

Key audit matters for the Company’s parent company only financial statements of the year ended December 31,2025 are stated as follows:

Sales revenue cut-off

Description

Please refer to Note 4(30) for accounting policy on revenue recognition, Note 5(1) for critical judgement on revenue recognition, and Note 6(18) for details of revenue. For the year ended December 31, 2025, the balance of revenue amounted to NT$16,126,724 thousand.

The Company has three sales transaction types, including direct shipment from the factory, FOB destination, and hub. For FOB destination and hub, revenue is recognized when goods are shipped to the destination or picked up by customers (when control of the product is transferred). The supporting documents for revenue recognition include receipts from customers (FOB destination), reports or other information provided by hub custodians and inventory movement record of hub. The process of revenue recognition contains numerous manual procedures, which may potentially result in inaccurate timing of revenue recognition.

Since there are numerous daily revenue from hubs and from FOB destination, the transaction amounts prior to and after the balance sheet date are significant to the financial statements, and revenue recognition involves subjective judgment, revenue cutoff has been identified as a key audit matter.

  • 30 -

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

  1. Evaluated and tested the Company’s internal controls in respect of revenue recognition.

  2. Tested sales transactions that took place shortly before and after the balance sheet date, by verifying customers’ receipt notes, supporting documents provided by hub custodian, inventory movement records, and costs of goods sold recognized in the correct reporting periods.

  3. Confirmed the inventory quantities with hub custodian and agreed the results to accounting records.

Evaluation of inventories

Description

Please refer to Note 4(13) for description of accounting policy on inventory valuation, Note 5(2) for accounting estimates and assumption uncertainty in relation to inventory valuation, and Note 6(4) for details of inventories. As of December 31, 2025, the balances of inventories and allowance for valuation loss on inventories amounted to NT$1,009,007 thousand and NT$9,929 thousand respectively.

The Company is primarily engaged in manufacture and sales of semiconductors and automation equipment and components. As technology changes rapidly, the life cycles of electronic products are short, prices are easily influenced by fluctuation in market price, there is higher risk of incurring inventory valuation losses or obsolescence. The Company measures inventories sold at the lower of cost and net realizable value. For inventories that are over a certain age and individually identified obsolete or ruined inventory, losses are recognized at net realizable value.

The Company’s allowance for inventory valuation losses mainly arises from individually identified obsolete or ruined inventory, and since the value of inventories is significant, inventory types are various, the individual identification of inventory usually involves human judgement and the valuation contains uncertainty. Thus, we identified the valuation of allowance for valuation loss on inventories as one of key audit matters.

  • 31 -

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

  1. Ascertained whether the policies and procedures on allowance for inventory valuation losses were reasonable and consistently applied in all the periods.

  2. Verified the appropriateness of the system logic in calculating the ageing of inventories, and confirmed the information in the reports is consistent with the relevant policies.

  3. Assessed the reasonableness of separately identified obsolete and damaged inventories and verified against information obtained during the stock count.

  4. For net realizable value of inventories over normal age and those individually identified obsolete and damaged inventory, we discussed with the management, obtained supporting documents and reviewed the calculation of inventory loss.

Investments accounted for under equity method

Description

Please refer to Note 4(34) for accounting policies on business combination, and Note 6(27) for details of business combination. The Group acquired 51% shares of FairTech Corporation in May 29, 2025 for a consideration of NT$1,995,390 thousand plus contingent cash consideration of NT291,347 thousand, and the allocation of purchase price of the business combination was finalized during the fourth quarter of 2025.

The acquisition price and the amount of intangible assets arising from the business acquisition are significant and the net fair value of identifiable assets and liabilities and the allocation of intangible assets are based on management’s estimation and subjective judgement. Thus, we considered the purchase price allocation for the above business combination a key audit matter.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

  1. Assessed the appropriateness and objectivity of the appraisers appointed by the management; and

  2. Reviewed identification of intangible assets, fair value measurement of identifiable intangible assets, discount rates and the reasonableness of goodwill calculation in the

  3. 32 -

purchase price allocation report prepared by external experts.

  1. The auditors used the work of valuation experts to assist in assessing the reasonableness of significant assumptions, such as projected growth rates and discount rates, adopted in the moded.

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

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

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

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

Auditor’s responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Auditing Standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

  • 33 -

considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

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

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

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

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

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

  5. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only

  6. 34 -

financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  1. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

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

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

  • 35 -

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

Hsu, Sheng-Chung Wu, Jen-Chieh For and on Behalf of PricewaterhouseCoopers, Taiwan February 26, 2026

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

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

  • 36 -

FOXSEMICON INTEGRATED TECHNOLOGY INC. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(1)
6(3) and 7
7
6(4)
6(2)
6(1)
6(5)
6(6)
6(7)
6(8)
6(23)
6(12) and 8		 December 31, 2025
AMOUNT
%
$
2,219,389
10
-
-
-
-
1,180,399
5
1,293,065
6
999,078
5
45,822
-
5,737,753
26
55,462
-
83,237
-
354,884
2
15,787,653
71
174,820
1
38,358
-
24,924
-
31,625
-
2,961
-
17,731
-
16,571,655
74
$
22,309,408
100		 December 31, 2024 December 31, 2024
AMOUNT
$
2,219,389
-
-
1,180,399
1,293,065
999,078
45,822
5,737,753
55,462
83,237
354,884
15,787,653
174,820
38,358
24,924
31,625
2,961
17,731
16,571,655
$
22,309,408		 AMOUNT
$
2,203,630
326
1,300,000
1,462,463
1,642,166
1,031,375
29,924
7,669,884
48,505
97,422
8,053
11,767,417
135,365
41,100
50,487
4,448
2,159
12,811
12,167,767
$
19,837,651		 %
Current assets
1100
Cash and cash equivalents
1110
Current financial assets at fair value
through profit or loss
1136
Current financial assets at amortised
cost
1170
Accounts receivable
1200
Other receivables
130X
Inventory
1410
Prepayments
11XX
Current Assets
Non-current assets
1510
Non-current financial assets at fair
value through profit or loss
1517
Non-current financial assets at fair
value through other comprehensive
income
1535
Non-current financial assets at
amortised cost
1550
Investments accounted for under
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Investment property
1780
Intangible assets
1840
Deferred income tax assets
1900
Other non-current assets
15XX
Non-current assets
1XXX
Total assets		 11
-
7
8
8
5
-
39
-
1
-
59
1
-
-
-
-
-
61
100

(Continued)

  • 37 -

FOXSEMICON INTEGRATED TECHNOLOGY INC. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity Notes
6(9)
6(18)
7
6(10) and 7
6(13)
6(11)
6(23)
6(5)
6(14)
6(16)
6(17)
9
11		 December 31, 2025
AMOUNT
%
$
1,594,500
7
59,296
-
372,115
2
2,075,492
10
948,557
4
224,992
1
2,974
-
-
-
23,307
-
5,301,233
24
86,901
-
44,844
-
336,971
2
468,716
2
5,769,949
26
1,098,196
5
6,059
-
1,455
-
6,166,283
28
1,413,498
6
6,336
-
7,432,325
33
415,307
2
16,539,459
74
$
22,309,408
100		 December 31, 2024 December 31, 2024
AMOUNT
$
1,594,500
59,296
372,115
2,075,492
948,557
224,992
2,974
-
23,307
5,301,233
86,901
44,844
336,971
468,716
5,769,949
1,098,196
6,059
1,455
6,166,283
1,413,498
6,336
7,432,325
415,307
16,539,459
$
22,309,408		 AMOUNT
$
-
250,754
485,055
2,145,712
840,265
237,830
2,905
322,888
210,598
4,496,007
85,575
47,818
804
134,197
4,630,204
1,060,004
16,245
1,692
5,715,305
1,142,209
6,336
6,927,340
338,316
15,207,447
$
19,837,651		 %
Current liabilities
2100
Short-term loans
2130
Current contract liabilities
2170
Accounts payable
2180
Accounts payable - related parties
2200
Other payables
2230
Current tax liabilities
2280
Current lease liabilities
2320
Long-term liabilities, current portion
2399
Other current liabilities, others
21XX
Current Liabilities
Non-current liabilities
2570
Deferred income tax liabilities
2580
Non-current lease liabilities
2600
Other non-current liabilities
25XX
Non-current liabilities
2XXX
Total Liabilities
Equity
Share capital
3110
Common stock
3130
Certificate of entitlement to new
shares from convertible bond
3140
Advance receipts for share capital
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
3XXX
Total equity
Significant Contingent Liabilities and
Unrecognized Contract Commitments
Significant Events after the Balance
Sheet Date
3X2X
Total liabilities and equity		 -
1
2
11
4
1
-
2
1
22
1
-
-
1
23
5
-
-
29
6
-
35
2
77
100

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

  • 38 -

FOXSEMICON INTEGRATED TECHNOLOGY INC. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Items Year ended December 31
2025
2024
Notes
AMOUNT
%
AMOUNT
%
6(18) and 7
$
16,126,724
100
$
13,061,193
100
6(4) and 7
(
13,447,555) (
84) (
10,851,671) (
83)
2,679,169
16
2,209,522
17
6(21) and 7
(
276,500) (
2) (
250,518) (
2)
(
365,198) (
2) (
344,565) (
3)
(
64,607)
-
(
64,196)
-
141
-
(
565)
-
(
706,164) (
4) (
659,844) (
5)
1,973,005
12
1,549,678
12
6(1)
84,716
-
148,839
1
6(19) and 7
41,519
-
52,019
-
6(20)
(
233,760) (
1)
164,176
1
(
18,843)
-
(
11,349)
-
6(5)
915,095
6
1,162,821
9
788,727
5
1,516,506
11
2,761,732
17
3,066,184
23
6(23)
(
425,444) (
3) (
453,541) (
3)
$
2,336,288
14
$
2,612,643
20
6(12)
$
3,613
-
$
4,633
-
6(2)
(
14,185)
-
92,102
1
(
167,767) (
1)
57,645
-
(
178,339) (
1)
154,380
1
252,606
2
239,959
2
6,845
-
3,943
-
259,451
2
243,902
2
$
81,112
1
$
398,282
3
$
2,417,400
15
$
3,010,925
23
6(24)
$
21.44
$
25.22
$
20.74
$
22.70
4000
Operating revenue
5000
Operating costs
5900
Gross profit from operation
Operating expenses
6100
Selling expenses
6200
Administrative expenses
6300
Research and development expenses
6450
Impairment (loss) gain
6000
Total operating expenses
6900
Net operating income
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of profit of associates and joint
ventures accounted for using equity
method
7000
Total non-operating revenue and
expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
Other comprehensive income
Components of other comprehensive
income that will not be reclassified to
profit or loss
8311
Remeasurement of defined benefit plan
8316
Unrealized gain on valuation of financial
assets at fair value through the
comprehensive
8330
Share of other comprehensive income of
associates and joint ventures accounted
for using equity method, components of
other comprehensive income that will not
be reclassified to profit or loss
8310
Other comprehensive income that will
not be reclassified to profit or loss
Components of other comprehensive
income that will be reclassified to profit
or loss
8361
Financial statements translation
difference of foreign operations
8380
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
8360
Other comprehensive income that will
be reclassified to profit or loss
8300
Other comprehensive income for the year
8500
Total comprehensive income for the year
Basic earnings per share
9750
Total basic earnings per share
9850
Total diluted earnings per share

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

  • 39 -

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

(Expressed in thousands of New Taiwan dollars)

2024
Balance at January 1, 2024
Profit for the year
Other comprehensive income for the year
Total comprehensive income
Appropriations of 2023 earnings
Legal reserve
Cash dividends
Conversion of convertible bonds
Executive employee stock options
Share-based payment (Include subsidiaries)
Disposal of equity instruments at fair value through other
comprehensive income
Changes in equity of associates and joint ventures accounted
for using equity method
Balance at December 31,2024
2025
Balance at January 1, 2025
Profit for the year
Other comprehensive income for the year
Total comprehensive income
Appropriations of 2024 earnings
Legal reserve
Cash dividends
Conversion of convertible bonds
Executive employee stock options
Share-based payment (Include subsidiaries)
Changes in equity of associates and joint ventures accounted
for using equity method
Recognition of changes in ownership interests in subsidiaries
Balance at December 31,2025		 Notes Capital Total capital
surplus, additional
paid-in capital		 Retained Earnings Other equity interest Other equity interest Other equity interest Total equity
Share capital -
common stock		 e Certificate of
ntitlement to new
shares from
convertible bond
Advance receipts
for share capital		 Legal reserve Special reserve Total
unappropriated
retained earnings
(accumulated
deficit)		 Financial
statements
translation
differences of
foreign operations		 a
f		 Total Unrealised
gains (losses)
from financial
ssets measured at
air value through
other
comprehensive
income
6(17)
6(16)
6(16)
6(15)(16)
6(2)
6(17)
6(16)
6(16)
6(15)(16)		 $
971,861
-
-
-
-
-
77,439
10,704
-
-
-
$ 1,060,004
$ 1,060,004
-
-
-
-
-
30,686
7,506
-
-
-
$ 1,098,196		 $
246
-
-
-
-
-
15,999
-
-
-
-
$
16,245
$
16,245
-
-
-
-
-
(
10,186 )
-
-
-
-
$
6,059		 $
2,286
-
-
-
-
-
-
(
594 )
-
-
-
$
1,692
$
1,692
-
-
-
-
-
-
(
237 )
-
-
-
$
1,455		 $ 4,051,311
-
-
-
-
-
1,458,254
146,127
59,761
-
(
148 )
$ 5,715,305
$ 5,715,305
-
-
-
-
-
304,366
110,243
54,434
524
(
18,589 )
$ 6,166,283		 $
943,255
-
-
-
198,954
-
-
-
-
-
-
$ 1,142,209
$ 1,142,209
-
-
-
271,289
-
-
-
-
-
-
$ 1,413,498		 $
6,336
-
-
-
-
-
-
-
-
-
-
$
6,336
$
6,336
-
-
-
-
-
-
-
-
-
-
$
6,336		 $ 5,586,669
2,612,643
4,633
2,617,276
(
198,954 )
(
1,173,260 )
-
-
-
95,609
-
$ 6,927,340
$ 6,927,340
2,336,288
4,121
2,340,409
(
271,289 )
(
1,564,135 )
-
-
-
-
-
$ 7,432,325		 ($
58,452 )
-
243,902
243,902
-
-
-
-
-
-
-
$
185,450
$
185,450
-
259,451
259,451
-
-
-
-
-
-
-
$
444,901		 $
98,728
-
149,747
149,747
-
-
-
-
-
(
95,609 )
-
$
152,866
$
152,866
-
(
182,460 )
(
182,460 )
-
-
-
-
-
-
-
($
29,594 )		 $ 11,602,240
2,612,643
398,282
3,010,925
-
(
1,173,260 )
1,551,692
156,237
59,761
-
(
148 )
$ 15,207,447
$ 15,207,447
2,336,288
81,112
2,417,400
-
(
1,564,135 )
324,866
117,512
54,434
524
(
18,589 )
$ 16,539,459

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

  • 40 -

FOXSEMICON INTEGRATED TECHNOLOGY INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation expense (including investment property and right-of-use
assets)
Additional provision recognized
Interest expense
Amortization expense
Loss on financial assets at fair value through profit or less
Expected credit losses recognized (reversal)
Gain on disposal of property, plant and equipment
Share-based payments
Share of gain of subsidiaries associates and joint ventures accounted
for using equity method
Reversal of payables benefit
Interest income
Dividends income
Changes in operating assets and liabilities
Changes in operating assets
Financial assets and liabilities at fair value through profit or loss,
mandatorily
Accounts receivable net
Other receivable
Inventories
Prepayment
Changes in operating liabilities
Accounts payable
Other payable
Other current liabilities
Defined benefit plans asset
Cash inflow generated from operations
Income taxes paid
Net cash flows from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Interest received
Proceeds from disposal of property, plan and equipment
(Increase) decrease receivables arose from purchasing materials on behalf
of others
Acquisition of property, plant and equipment
Acquisition of Investments accounted for using equity method
Receivables from other related parties decrease
Dividends received
Increase in other non-current assets
Acquisition of intangible assets
Acquisition of financial assets at fair value through profit or loss
Acquisition of financial assets at amortized cost - non-current
Acquisition of financial assets at amortized cost
Disposal of financial assets at amortized cost
Proceeds from disposal of financial assets at fair value through other
comprehensive income
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of cash dividends
Payments of lease liabilities
Interest paid
Increase in short-term loans
Executive employee stock options
Net cash flows from (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		 Year ended December 31
Notes
2025
2024
$
2,761,732
$
3,066,184
6(6)(7)(8)
26,973
32,416
6(11)
5,272
9,835
18,843
11,349
6(21)
6,145
2,410
6(20)
(
60 ) (
661 )
(
141 )
565
(
33 )
-
6(15)
40,574
43,518
6(5)
(
915,095 ) (
1,162,821 )
6(19)
(
7,852 ) (
20,554 )
(
84,761 ) (
148,839 )
6(2)
(
3,725 ) (
3,251 )
564
(
40 )
125,853
(
889,281 )
605
(
882 )
32,297
(
493,698 )
(
15,898 ) (
6,952 )
(
175,308 )
1,285,714
92,685
(
85,073 )
(
227,668 ) (
51,879 )
-
11
1,681,002
1,588,071
(
437,759 ) (
305,319 )
1,243,243
1,282,752
84,761
148,839
6(6)
33
23
(
359,655 ) (
440,089 )
6(25)
(
28,802 ) (
46,582 )
6(5)
(
3,039,123 ) (
2,929,692 )
348,495
127,585
6(5)
658,993
198,500
59,191
10,801
(
33,322 ) (
2,974 )
(
6,957 ) (
21,145 )
(
354,884 ) (
8,053 )
-
(
3,250,000 )
1,300,000
4,520,000
6(2)
-
113,510
(
1,371,270 ) (
1,579,277 )
6(17)
(
1,564,135 ) (
1,173,260 )
(
2,905 ) (
2,906 )
(
1,186 ) (
1,281 )
1,594,500
-
117,512
156,237
143,786
(
1,021,210 )
15,759
(
1,317,735 )
2,203,630
3,521,365
$
2,219,389
$
2,203,630

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

  • 41 -

Attachment 4

Foxsemicon Integrated Technology Inc. Statement of Retained Earnings

2025

Foxsemicon Integrated Technology Inc.
Statement of Retained Earnings
2025
Unit: NT$
Beginning undistributed earnings

2025 net profit after tax
2025 Defined benefit plan remeasurements
Sum of the total amount of after-tax net income for the period and
other profit items adjusted to the current year’s undistributed
earnings
Appropriation:
Legal reserve
Special reserve
Distributable earnings

Distribution:
Dividends (NT$ 11 per share)

Ending undistributed earnings

 5,091,916,524
2,336,287,537
4,121,229
2,340,408,766

(234,040,877)
0
7,198,284,413


(1,216,589,880)
5,981,694,533

Chairman: Manager: Chief Accounting Officer: Young-Way Liu Kevin Chiu Hsiao-Pei Chung

  • 42 -

Attachment 5

Foxsemicon Integrated Technology Inc. Comparison Table for Before and After Revision of Loans to Others

Article Before revision After revision Reasons for
**revision **
Article 3 (B) The maximum amount to a single
borrower where there is financial need for
short-term loans shall not exceed 35% of the
Company’s net worth.		 (B) The maximum amount to a single
borrower where there is financial need for
short-term loans shall not exceed40%of
the Company’s net worth.		 Operation
demand-based
modification
Article 10 Control Procedures for the Company’s
Subsidiaries
Subsidiaries over which the Company
exercises control shall, if they intend to lend
funds to others, establish their own
“Procedures for Loans to Others” and submit
such procedures to the Board of Directors of
the Company for ratification. The procedures
so established shall be formulated in
accordance with the relevant provisions of
these Procedures; provided, however, that the
total lending amount and the lending limit for
each individual counterparty shall not exceed
the limits set forth below:
(1) When a subsidiary in which the Company
holds directly or indirectly 100% of the
voting shares provides loans to others, the
aggregate amount of loans and maximum
amount permitted to a single borrower shall
be calculated based on the net worth of the
Company and in accordance with these
Procedures.
(2) When a subsidiary in which the Company
does not hold directly or indirectly 100% of
the voting shares provides loans to others, the
aggregate amount of loans and maximum
amount permitted to a single borrower shall
be calculated based on the net worth of the
subsidiary and in accordance with these
Procedures.		 Control Procedures for the Company’s
Subsidiaries
Subsidiaries in which the Company holds
more than 50% equity interest shall
conduct fund lending to others in
accordance with the“Foxsemicon
Subsidiary Procedures for Loans to
Others.”		 Operation
demand-based
modification
  • 43 -

Attachment 6

Foxsemicon Integrated Technology Inc. Comparison Table of the Provisions Before and After Amendment to the Procedures for Asset Acquisition or Disposal

Article Before revision After revision Reasons for
revision
Article 5 2) Authorization limits and levels:
For the acquisition or disposal of assets, the
Company shall have the authorized unit make
decisions within its delegated authority under
the following circumstances; provided,
however, that matters stipulated under Article
185 of the Company Act shall first be
submitted for approval at a shareholders’
meeting:
(A) Acquisition or disposal of securities:
(1) Transactions with a value of NT$300
million or more shall be submitted to the
Board of Directors for approval;
transactions with a value of NT$300
million or less (inclusive) are authorized
for approval by the Chairman.
(2) Securities acquired by the Company
for short-term fund deployment, including
bonds with repurchase or resale
agreements, domestic money market
funds, and foreign government bonds
with a credit rating no lower than the
sovereign credit rating of Taiwan, are
exempt from the restrictions set forth in
Item (1) of Paragraph (A) of this
Subparagraph due to their low risk and
short duration. Daily/per-transaction
amounts exceeding NT$100 million are
authorized for approval by the Chairman;
daily/per-transaction amounts of NT$100
million or less (inclusive) are authorized
for approval by the head of the Finance &
Treasury Department.
(B) Acquisition or disposal of real property or
right-of-use assets thereof: transactions
with a value of NT$300 million or more
shall be submitted to the Board of
Directors for approval; transactions with a
value of NT$300 million or less
(inclusive) are authorized for approval by
the Chairman.		 2) Authorization limits and levels:
For the acquisition or disposal of assets, the
Company shall have the authorized unit
make decisions within its delegated authority
under the following circumstances;
provided, however, that matters stipulated
under Article 185 of the Company Act shall
first be submitted for approval at a
shareholders’ meeting:
(A) Acquisition or disposal of securities:
(1) Transactions with a value of NT$300
million or more shall be submitted to the
Board of Directors for approval;
transactions with a value of NT$300
million or below (inclusive) toNT$100
million or aboveare delegated to the
Chairman for approval;transactions with
a value of NT$100 million or below
(inclusive) are delegated to the President
for approval.
(2) Securities acquired by the Company
for short-term fund deployment,
including bonds with repurchase or
resale agreements, domestic money
market funds, and foreign government
bonds with a credit rating no lower than
the sovereign credit rating of Taiwan, are
exempt from the restrictions set forth in
Item (1) of Paragraph (A) of this
Subparagraph due to their low risk and
short duration. For daily/per-transaction
amounts of NT$100 million or above,
approval authority is delegated to the
Chairman;for daily/per-transaction
amounts of NT$100 million or below
(inclusive) to NT$50 million or above,
approval authority is delegated to the
President;for daily/per-transaction
amounts not exceedingNT$50 million
(inclusive), approval authority is
delegated to the highest-ranking officer
of theFinance and Accounting
Operations Division.
(B) For the acquisition or disposal of real
property or right-of-use assets thereof,
transactions with a value exceeding
NT$300 million must be submitted to
the Board of Directors for approval;
transactions with a value of NT$300
million (inclusive) or below butNT$100
million or aboveare delegated to the
Chairman for approval;transactions with
a value of NT$100 million (inclusive) or
below are delegated to the President for
approval.		 Board
Chairman and
President
operate under a
tiered
delegation of
authority, and
the
authorization
framework
between the
parent
company and
its subsidiaries
is aligned.
Item 5) is
newly added to
define
transaction
amounts, which
shall in
principle be
calculated on a
cumulative
basis within
one year.
  • 44 -
Article Before revision After revision Reasons for
revision
(C) Acquisition or disposal of equipment or
right-of-use assets thereof: transactions
with a value of NT$100 million or more
shall be submitted to the Board of
Directors for approval; transactions with a
value of NT$100 million or less
(inclusive) are authorized for approval by
the Chairman.
(D) For the acquisition or disposal of
membership certificates, the executing
unit shall refer to fair market prices to
determine transaction terms and pricing.
Transactions with a value of NT$10
million or more shall be submitted to the
Board of Directors for approval;
transactions with a value of NT$10
million or below (inclusive) are delegated
to the Chairman for approval.
(E) For the acquisition or disposal of
intangible assets or right-of-use assets,
fair market prices or expert valuation
reports shall be referenced to determine
transaction terms and pricing.
Transactions with a value of NT$100
million or more shall be submitted to the
Board of Directors for approval;
transactions with a value of NT$100
million or below (inclusive) are delegated
to the Chairman for approval.		 (C)
(D)
(E)		 For the acquisition or disposal of
equipment or right-of-use assets thereof,
transactions with a value exceeding
NT$100 million must be submitted to
the Board of Directors for approval;
transactions with a value of NT$100
million (inclusive) or below butNT$50
million or aboveare delegated to the
Chairman for approval;transactions
with a value of NT$50 million
(inclusive) or below are delegated to the
President for approval.
For the acquisition or disposal of
membership certificates, the executing
unit shall determine the transaction
terms and price by reference to fair
market prices. Transactions with a value
of NT$10 million or above must be
submitted to the Board of Directors for
approval; transactions with a value of
NT$10 million (inclusive) or below but
NT$5 million or aboveare delegated to
the Chairman for approval;transactions
with a value of NT$5 million (inclusive)
or below are delegated to the President
for approval.
For the acquisition or disposal of
intangible assets or right-of-use assets
thereof, transaction terms and price shall
be determined by reference to expert
valuation reports or fair market prices.
Transactions with a value of NT$100
million or above must be submitted to
the Board of Directors for approval;
transactions with a value of NT$100
million (inclusive) or below butNT$50
million or aboveare delegated to the
Chairman for approval;transactions
with a value of NT$50 million
(inclusive) or below are delegated to the
President for approval.
5) The calculation of the transaction
amount under this article shall be
handled in accordance with the
provisions of Article 6, Paragraph 2. The
term“within one year”shall be
measured by tracing back one year from
the date on which the subject transaction
occurs; transactions previously approved
by the Board of Directors pursuant to
these Procedures shall not be counted
again.
  • 45 -
Article Before revision After revision Reasons for
revision
Article 8 1) When a subsidiary acquires or disposes of
assets,it shall formulate Procedures for
Acquisition or Disposal of Assets in
accordance with the Regulations Governing
the Acquisition or Disposal of Assets by
Public Companies, subject to approval by the
Board of Directors of the parent company,
Foxsemicon; the same shall apply upon any
subsequent amendment.
2)A subsidiary’s acquisition or disposal of
assets shall be handled in accordance withthe
“Foxsemicon Subsidiary Procedures for Asset
Acquisition or Disposal” and the
“Foxsemicon Subsidiary Procedures for
Engaging in Derivatives Transactions.”
3) If a subsidiaryof the Companyis not a
domestic public company and its acquisition
or disposal of assets reaches the threshold
requiring public announcement and reporting
under these Procedures, the Company shall
alsomake the public announcement, filing,
and submission to the relevant authorities on
behalf of such subsidiary in accordance with
these Procedures.		 1) A subsidiary’s acquisition or disposal of
assetsshall be handled in accordance with
the“Foxsemicon Subsidiary Procedures for
Acquisition or Disposal of Assets”and the
“Foxsemicon Subsidiary Procedures for
Engaging in Derivatives Transactions.”
2) TheCompany’s“Foxsemicon Procedures
for Asset Acquisition or Disposal by
Subsidiaries” and theCompany’s
“Foxsemicon Procedures for Subsidiaries
Engaging in Derivatives Transactions”shall
be approved by the Board of Directors of the
Company, and the same shall apply to any
amendments thereto.
3) If a subsidiary is not a domestic public
company and its acquisition or disposal of
assets reaches the threshold requiring public
announcement and reporting under these
Procedures, the Company shall make such
public announcement and reporting on
behalf of the subsidiary in accordance with
these Procedures and forward copies to the
relevant authorities.		 Amended
based on actual
operations
Article 2) For the following transactions conducted
between the Company and its subsidiaries, or
between subsidiaries in which the Company
directly or indirectly holds 100% of the issued
shares or total capital, the Chairman is
authorized to approve such transactions in
advance, provided that the transaction amount
does not exceed 20% ofthe Company’s paid-
in capital,subject to ratification by the Board
of Directors at the next board meeting:
(A) Acquisition or disposal of equipment or
right-of-use assets for operational use.
(B) Acquisition or disposal of real property
right-of-use assets for operational use.		 2) For the following transactions conducted
between the Company and its subsidiaries,
or between subsidiaries in which the
Company directly or indirectly holds 100%
of the issued shares or total capital, the
Chairman is authorized to approve such
transactions in advance, provided that the
transactionamountdoes not exceed the
thresholds set forth below, subject to
ratification by the Board of Directors at the
next board meeting:
(A) Acquisition or disposal of equipment or
right-of-use assets for operational use,at or
below NT$100 million.
(B) Acquisition or disposal of real property
right-of-use assets for operational use,at or
below NT$300 million.		 Operation
demand-based
modification
Article 4) Authorization limits and levels
(A) Approval authority for hedging
transactions
(1) Transaction Execution: Authorized traders
of the Companyshall execute transactions		 4) Authorization limits and levels
(A) Approval authority for hedging
transactions
(1) Transaction Execution: Authorized
traders of the Companyshall execute		 Revision of the
name of the
Finance,
Accounting and
Management
  • 46 -
Article Before revision Before revision After revision After revision After revision Reasons for
revision
based on the net positions arising from the
Company’s business operations. The
authorization limits and levels for each
transaction are as follows:		 transactions based on the net positions
arising from the Company’s business
operations. The authorization limits and
levels for each transaction are as follows:		 Division
Approving
authority		 Single-transaction Approving
authority		 Single-transaction
Chairman/Presi
dent		 USD 3 million or more Chairman/Presi
dent		 USD 3 million or more
Head of the
Finance
Department		 USD 3 million
(inclusive) or less		 Head of
Finance,
Accounting and
Management
Division		 USD 3 million
(inclusive) or less
Authorized
traders		 USD 1 million
(inclusive)or less
(2) After each transaction is completed,
internal written approval must be obtained
according to the following levels and
authorization limits:
Approving
authority
Single-transaction		 Authorized
traders		 USD 1 million
(inclusive)or less
(2) After each transaction is completed,
internal written approval must be obtained
according to the following levels and
authorization limits:
Approving
authority
Single-transaction
Chairman
USD 3 million or
more
President
USD 3 million
(inclusive)or less
Head of
Finance,
Accounting
and
Managemen
t Division
USD 1 million
(inclusive) or less
Approving
authority
Chairman USD 3 million or
more		 Approving
authority		 Single-transaction
President USD 3 million
(inclusive)or less		 Chairman USD 3 million or
more
Head of the
Finance
Department		 USD 1 million
(inclusive) or less		 President USD 3 million
(inclusive)or less
Head of
Finance,
Accounting
and
Managemen
t Division		 USD 1 million
(inclusive) or less
  • 47 -

Attachment 7

Candidates for Director Election (incl. Independent Directors)

Number of
Education
Title Name Work experience Current position shares held
background
(Unit: shares)
Direct
or		 Hyield
Venture
Capital
Co., Ltd.
Rep.: Wei
Ming
Chen		 Master’s and
Ph.D. in
Electrical
Engineering,
The University
of Texas at
Austin		 President of Battery Business,
Neo Solar Power Corporation
President of Hong Bao
Technology Co., Ltd.
Vice President of Xintec Inc.
Vice Director of Taiwan
Semiconductor Manufacturing
Co., Ltd.
Motorola Project lead		 President of Business Group, Hon Hai Precision
Industry Co., Ltd.
Director of Socle Technology Corp.
Director of Fast SiC Semiconductor Incorporated
Chairman and President of Hon Young
Semiconductor Corporation
Chairman of CHIVALRY TECNOLOGIAS
SOCIEDADE UNIPESSOAL LIMITADA
Chairman of Ho-Kuang One-Person Company Ltd.
Director of Foxconn Fukuyama Technologies Co.,
Ltd.
Chairman of FORTUNEBAY TECHNOLOGY
PTE. LTD.
Director of Big Innovation Holdings Limited
Director of ShunSin Technology Holdings Limited
Chairman and legal representative of Kore
Semiconductor Co., Ltd.
Director of FU TAI KANG Electronics
Development (Yantai) LTD.
Dirctor of Visionbay.ai Co.,Ltd.		 6,953,272
Direct
or		 Kevin
Chiu		 BSc in
Electronic
Engineering,
University of
Nevada, Las
Vegas		 Manager at Pude Technology
Manager at Asyst/PST		 Chairman and President of Foxsemicon Integrated
Technology Inc.
Director of Fox Automation Technology Inc.
Director of Mindtech Corp.(Samoa)
Director of Success Praise Corporation
Director of Foxsemicon Integrated Technology
Inc.(Samoa)
Director of Foxsemicon Innovations Holding Inc.
Director of UniEQ Integrated Technology Co., Ltd
Director of UniEQTechnologyPTE. Ltd.		 242,254
Direct
or		 Jong-
Khing
Huang		 PhD in
Medicine,
University of
Hamburg		 MOE certified professor
Superintendent of Kaohsiung
Veterans General Hospital
Adjunct Professor of Department
of Urology, National Yang-Ming
University
Adjunct Professor of Department
of Surgery, National Defense
Medical Center


Doctor with Contract, St. Joseph Hospital
Director of Foxsemicon Integrated Technology Inc.
Director of Medical Foundation in Memory of Dr.
Deh-Lin Cheng
Director of ASE Charity Foundation
0
Indepe
ndent
Direct
or		 Kang-
Chih Li		 PhD, Materials
Science and
Engineering,
University of
Cincinnati,
Ohio,U.S.		 Supervisor of China
Development Industrial Bank		 Chairman and President of PDMC Technology
Independent Director of Foxsemicon Integrated
Technology Inc.
Director of Photronics INC.
Director of Photronics Singapore PTE. Ltd.
Director of Hefei FengchuangMask Co.,Ltd.
0
Indepe
ndent
Direct
or		 Shu-Hui
Wu		 EMBA in
Accounting,
National
Taiwan
University		 Senior Assistant Manager of
KPMG		 Director of Axis Corp.
Chief of Tacheng Accounting Firm, Taichung
Branch
President of Sheng Chang Consulting Co., Ltd.
Independent Director of Foxsemicon Integrated
Technology Inc.
Supervisor of Bike e+ Co.,Ltd.

0
  • 48 -
Indepe
ndent
Direct
or		 Ya-Hui
Huang		 LLB in Law,
National
Taiwan
University
LLM in
Civil/Commerci
al Law, Chung
Hsing
University (now
National Taipei
University)
EMBA in
Finance,
National
Taiwan
University
Taiwan High Court Judge
Taiwan Taipei District Court
Judge
Taiwan New Taipei District
Court Judge
Taiwan Taoyuan District Court
Judge
Vice President and CLO of
Taiwan Mobile Co., Ltd.		 Independent Director of The Ambassador Hotel
Co., Ltd.
Independent Director of Advagene Biopharma Co.,
Ltd.
Director of Hsinjing Holding Co., Ltd.
Director of Taicon Corporation
Responsible Person of Hwang, Lin & Partners
Independent Director, Foxsemicon Integrated
Technology Inc.		 0
Indepe
ndent
Direct
or		 Tai-Ming
Chen		 LLM,
Boston
University
Lawyer of New York State, USA		 Senior Advisor, Jones Day
Adjunct Professor, Graduate School of Law,
Soochow University
Adjunct Professor, Graduate School of Law,
National Cheng Chi University
Independent Director of Orient Pharma Co., Ltd.
Chairman of SIMPLO TECHNOLOGY CO., LTD.
Director of CHINA MOTOR CORPORATION
0
  • 49 -

Attachment 8

Details on Directors Holding Concurrent Positions in Other Companies

Title Name Positions held concurrently at other companies
1. Chairman of An Tec Electric System Co., Ltd.
2. Director of Taiwan Intelligent Fiber Optic Network
Co.,Ltd.
3. Chairman of Solid Edge Solution Inc.
4. Chairman of Healthconn Corp.
5. Chairman of Socle Technology Corp.
Director Hyield Venture Capital Co., Ltd. 6. Chairman of Altus Technology Inc.
7. Director of Foxconn Global Network Corp.
8. Chairman of Hon Lin Technology Co., Ltd.
9. Chairman of Syntrend Creative Park Co., Ltd.
10. Chairman of Jusda International Logistics (Taiwan)
Co., Ltd.
11. Director of Giga Solar Materials Corp.
President of Business Group, Hon Hai Precision Industry
Co., Ltd.
Director of Socle Technology Corp.
Director of Fast SiC Semiconductor Incorporated
Chairman and President of Hon Young Semiconductor
Corporation
Chairman of CHIVALRY TECNOLOGIAS
SOCIEDADE UNIPESSOAL LIMITADA
Institutional Director Chairman of Ho-Kuang One-Person Company Ltd.

Wei-Ming Chen
(Representative) Director of Foxconn Fukuyama Technologies Co., Ltd.
Chairman of FORTUNEBAY TECHNOLOGY PTE.
LTD.
Director of Big Innovation Holdings Limited
Director of ShunSin Technology Holdings Limited
Chairman of Kore Semiconductor Co., Ltd.
Director of FU TAI KANG Electronics Development
(Yantai) LTD.
Dirctor of Visionbay.ai Co.,Ltd.
Director Jong-Khing Huang
Director of ASE Charity Foundation
Chairman and President of PDMC Technology
Independent Director Kang-Chih Li
Director of Photronics INC.
Director of Photronics Singapore PTE. Ltd.
Director of Hefei FengchuangMask Co.,Ltd.
Independent Director Shu-Hui Wu Director of Axis Corp.
Independent Director of The Ambassador Hotel Co., Ltd.
Ya-Hui Huang
Independent Director Independent Director of Advagene Biopharma Co., Ltd.
Director of HsinjingHoldingCo.,Ltd.
Chairman of SIMPLO TECHNOLOGY CO., LTD.
Tai-Ming Chen
Independent Director Independent Director of Orient Pharma Co., Ltd.
Director of CHINA MOTOR CORPORATION
  • 50 -

Appendix 1

Foxsemicon Integrated Technology Inc.

Articles of Incorporation

Chapter I General Provisions

  • Article 1: The Company is duly incorporated in accordance with the regulations governing corporations in the Company Act and bears the title of Foxsemicon Integrated Technology Inc.

  • Article 2: The Company engages in the businesses as shown on the left:

  • I. CB01010 Mechanical Equipment Manufacturing

  • II. CC01080 Electronics Components Manufacturing

  • III. F401010 International Trade

  • IV. CF01011 Medical Devices Manufacturing

  • V. F108031 Wholesale of Medical Devices

  • VI. F208031 Retail Sale of Medical Apparatus

  • VII. JA02010 Electric Appliance and Electronic Products Repair

  • VIII. I301010 Information Software Services (limited to business outside of the region)

  • IX. F119010 Wholesale of Electronic Materials (limited to business outside of the region)

  • X. F118010 Wholesale of Computer Software (limited to business outside of the region)

  • XI. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval. (limited to business outside of the region)

Research, development, design, manufacturing and sales of the following products:

  1. Semiconductor equipment subsystem and system integration

  2. Flat panel display equipment subsystem and system integration

  3. Nano equipment R&D

  4. LED lighting, LED display products and other application product

  5. In Vitro Diagnostic Device (IVD) and related application product

  6. Concurrently operating the import-export trading business relating to the Company’s business.

  7. Article 3: The Company shall be based in Hsinchu Science Park, and may, if necessary, set up branches or offices at various locations within the territory of ROC or abroad upon resolution of the Board of Directors and the Company.

  8. Article 4: Deleted

  9. 51 -

Chapter II Shares

  • Article 5: The total authorized capital of the Company is NT$ 500 million which may be distributed as 150 million shares (including 8.5 million employee stock options), with par value of NT$ 10 each, upon the resolution of the Board of Directors.

  • Article 5-1: Treasury shares bought back by the Company may be transferred to employees of companies controlled by the Company or the Company’s subsidiaries within Taiwan or abroad who meet certain criteria, where such criteria shall be determined by the Board of Directors.

  • The employee stock options may be issued to employees of companies controlled by the Company or the Company’s subsidiaries within Taiwan or abroad who meet certain criteria, where such criteria shall be determined by the Board of Directors.

  • When the Company issues new shares, employees who subscribe to the shares may include employees of companies controlled by the Company or the Company’s subsidiaries within Taiwan or abroad who meet certain criteria, where such criteria shall be determined by the Board of Directors.

  • The Company’s restricted stock may be issued to employees of companies controlled by the Company or the Company’s subsidiaries within Taiwan or abroad who meet certain criteria, where such criteria shall be determined by the Board of Directors.

  • Article 6: The total amount of the Company’s investment in other businesses shall not be subject to the restriction of no more than 40 percent of its paid-in capital as provided in Article 13 of the Company Act regarding investment in other businesses.

  • Article 7: The Company’ s share certificates shall bear names, and shall be numbered and signed or affixed with seals by at least 3 Directors, and then shall be authenticated by the competent authority or the issuance registry institution accredited by the competent authority before issuance. After public offering, the Company may issue shares without printing share certificates.

  • Article 8: For transfer of shares, an application shall be filed, singed, and affixed with seals by transferor and transferee. An application shall be made to the Company for registration of such transfer. The shares shall not be set up as a defense against the Company, until the formalities for transfer are completed.

  • Article 9: Unless otherwise regulated, the loss of certificates is handled in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies”.

  • 52 -

  • Article 10: The alteration of entries in the Company’s shareholders’ rosters shall be suspended by 60 days before the annual shareholders’ meeting, or 30 days before a special shareholders’ meeting, or within 5 days before the ex-dividend date on which Company decides to distribute stock dividends or other benefits.

Chapter III Shareholders’ Meeting

  • Article 11: The Company’s Shareholders’ Meetings are classified into the following two kinds: I. Regular Shareholder’ Meeting, which shall be convened by the Board of Directors annually within six months after closing of each accounting year.

  • II. Special Shareholders’ Meeting, which shall be convened whenever deemed necessary by the Board of Directors.

  • Article 12: The shareholders’ meetings are convened by the Board of Directors and chaired by the Chairman. In case the Chairman is on leave or cannot exercise his powers and authorities for any reason, the Chairman shall designate one of the Directors to act on his behalf. In the absence of such a designation, the Directors shall elect from among themselves to act on behalf of the Chairman. If the meeting is convened by a person other than the Board of Directors, such person shall act as the chairperson at that meeting; if there are more than two persons with the authority to convene the meeting, the chairperson for the meeting shall be elected from among them.

  • Article 13: When the Company holds a shareholders’ meeting, the meeting may be held by means of visual communication, or other methods announced by the central competent authorities.

  • The meetings held by means of visual communication shall be in accordance with regulations of the competent authority in charge of securities affairs, including the prerequisites, procedures, and other compliance matters.

  • Article 14: When a shareholder is unable to attend a shareholders’ meeting for any reasons, he may appoint a proxy to attend his behalf by executing a power of attorney issued by the Company stating therein the scope of power authorized to the proxy.

  • Article 15: Except for shares that have no voting right as described in Article 179 of the Company Act, a shareholder shall have one voting right in respect of each share in his possession.

  • Article 16: Resolutions at a shareholders’ meeting shall, unless otherwise provided for in the Company Act, be adopted by a majority vote of the shareholders present, who represent more than one-half of the total number of voting shares.

  • 53 -

Chapter IV Board of Directors, Audit Committee, and Managerial Officers

  • Article 17: The Company has 5 - 9 Directors with a three-year term. The Company adopts the nomination system with Article 192-1 of the Company Act, and the shareholders shall elect directors from among the nominees listed in the roster of director candidates, the directors may be re-elected after the term. The total shareholding ratio of the Directors shall be in accordance with regulations of the competent authority in charge of securities affairs.

  • Article 17-1: If the business requires, the Company may take out liability insurance policies to insure itself against liabilities for compensation in accordance with the law that may arise due to operational decisions made by Directors during their terms of service.

  • Article 17-2: Pursuant to Articles 14-2 and 183 of the Securities and Exchange Act, there shall be no less than two Independent Directors among the number of Directors to be elected as referred to in the preceding article, and the Independent Directors shall represent no less than one-fifth of the number of Directors.

  • Article 18: The Board of Directors is composed of Directors, and the duties thereof are as follows:

  • I. Preparation of the business plan

  • II. Proposal of earnings distribution or loss recovery

  • III. Proposal of capital increase or decrease

  • IV. Formulation of important charters and company organizational rules

  • V. Appointment and discharge of the Company’s President and managers.

  • VI. Establishment and dissolution of branches

  • VII. Proposal of budgets and final accounts

  • VIII. Other duties authorized by the Company Act or resolution of the Shareholders’ Meetings.

  • Article 19: The Board of Directors shall elect a chairman of the Board of Directors from among the Directors by a majority vote at a meeting attended by over two-thirds of the Directors. The Chairman shall represent the Company externally.

  • Article 20: In convening a Board Meeting, a notice shall be delivered to each Director no later than seven days prior to the scheduled meeting date. However, in the case of emergency, a Board Meeting may be convened at any time.

  • The aforementioned meeting notice may be effected by means of electronic transmission, corresponding, or fax.

  • Unless otherwise provided for in Company Act, the Board of Directors’ meeting shall be convened by the Chairman. Unless otherwise provided for in the Company Act, resolutions of the Board Meetings shall be adopted by a majority of the Directors at a meeting attended by a majority of the Directors.

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  • Article 21: The Chairman is the chair of the Board Meeting. In case the Chairman is on leave or cannot exercise his powers and authorities for any reason, the Chairman shall designate one of the Directors to act on his behalf. In the absence of such a designation, the Directors shall elect from among themselves to act on behalf of the Chairman. Directors shall attend the Board Of Directors’ meeting in person. If any Director cannot attend the meeting in person for any reason, he may appoint another Director to act on his behalf. A Director designated as the aforementioned proxy may accept a proxy from one person only.

  • Article 22: The Company has established the Audit Committee in accordance with the laws and regulations and the Audit Committee consists entirely of Independent Directors. The duty, organizational rules, execution of power, and other compliance matters of the Audit Committee shall be in accordance with regulations of the competent authority.

  • Article 23: The Board of Directors is authorized to determine the remuneration of the Company’s Directors based on their participation in the Company’s operation, level of contribution, and remuneration level of the peer companies in the same industry.

  • Article 24: The Company may have a President and several Vice Presidents. The appointment, discharge and the remuneration shall be handled in accordance with Article 29 of the Company Act.

  • Article 25: The President shall manage the Company’s operation according to the resolution of the Board Meetings.

Chapter V Accounting

  • Article 26: The fiscal year for the Company shall be from January 1 of each year to December 31 of the same year Financial statements shall be prepared at the end of each fiscal year.

  • Article 27: In accordance with Article 228 of the Company Act, at the end of each fiscal year, the Board of Directors shall prepare the following statements and reports and propose them to the Shareholders’ Meeting for approval.

  • I. Business report

  • II. Financial statements

  • III. Proposal of earnings distribution or loss recovery

  • Article 28: The distribution of dividends and bonuses is calculated based on the shareholding of each shareholder. The Company shall not pay dividends or bonuses, if there is no surplus earnings.

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  • Article 29: If the Company has profits for the year, it shall first set aside 3–8% as employee compensation (20–80% of this employee compensation amount shall be allocated to base-level employees), and set aside no more than 0.5% as directors’ compensation, which shall be resolved by the board of directors and reported to the shareholders’ meeting. However, when the Company has accumulated losses, it shall first reserve an amount to offset the losses, and the remaining amount will be allocated for employee compensation and director remuneration in the proportions stated above. Employee remuneration can be paid in cash or in shares to employees of companies controlled by the Company or the Company’s subsidiaries who meet certain criteria, where such criteria shall be determined by the Board of Directors.

  • Article 29-1: If there are earnings from the company’s end of year settlement, it shall first be allocated for tax payments and to make up any accumulated losses, followed by setting aside 10% as legal reserve to the extent of the amount of the company’s paid-in capital. Special reserve is then allocated or reversed in accordance with the law or regulations of the authority. The remainder is combined with the unappropriated surplus profits from previous year, the Board of Directors shall formulate the distribution proposal of surplus profits for submission to the shareholders’ meeting for approval by resolution. The shareholders’ stock dividends are distributed after the approval.

  • The company policy for dividends distribution depends on several factors, such as, the current and future investment environment, funds requirements, domestic and overseas competition, and the capital budget of the company, balancing the rights and interests of the shareholders’ and the company’s long-term financial planning. The shareholders’ dividends are allocated based on the accumulated distributable earnings, which shall be more than 15% of the distributable earnings for the year. When allocating the shareholders’ dividends, it may be in the form of cash or stock, which the cash dividends shall be more than 10% of the total shareholders’ dividends.

  • Any cash distribution of dividends, profit, legal reserve, or capital reserve, whether in whole or in part, must be resolved in a board meeting with more than two-thirds of the board present, voted in favor by more than half of attending directors, and reported in the upcoming shareholders’ meeting.

  • Article 30: The distribution of dividends to shareholders shall be limited to those shareholders whose names appear on the register of shareholders 5 days prior to the ex-dividend date when the dividends and bonus are determined to be distributed.

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Chapter VI Supplementary Provisions

  • Article 31: The Company may provide guarantees in accordance with statutory laws and regulations.

  • Article 32: The Company’s organizational rules and regulations for implementation shall be formulated separately.

  • Article 33: Any matters not provided for herein shall be subject to the Company Act.

  • Article 34: These Articles of Incorporation are formulated as approved by all initiators at the initiators’ meeting on April 19, 2001.

  • Amendment for the 1st instance: May 1, 2001 Amendment for the 2nd instance: April 14, 2002 Amendment for the 3rd instance: June 24, 2003 Amendment for the 4th instance: May 20, 2004 Amendment for the 5th instance: June 24, 2005 Amendment for the 6th instance: June 27, 2006 Amendment for the 7th instance: June 15, 2007 Amendment for the 8th instance: June 27, 2008 Amendment for the 9th instance: June 16, 2009 Amendment for the 10th instance: June 14, 2010 Amendment for the 11th instance: June 28, 2011 Amendment for the 12th instance: June 27, 2013 Amendment for the 13th instance: June 25, 2014 Amendment for the 14th instance: May 27, 2016 Amendment for the 15th instance: May 26, 2017 Amendment for the 16th instance: May 29, 2019 Amendment for the 17th instance: July 26, 2021 Amendment for the 18th instance: May 27, 2022 Amendment for the 19th instance: May 28, 2025

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Appendix II

Foxsemicon Integrated Technology Inc.

Rules of Procedure for Shareholder Meetings

  • Article 1: Unless otherwise required by laws and regulations, the Shareholders’ Meeting of the Company shall be conducted in accordance with these Rules.

  • Article 2: The Shareholders’ Meeting shall furnish a signature book for the shareholders attending the meeting to sign in, or require the attending shareholders to submit their sign-in cards in lieu of signing the book. The number of shares present shall be calculated based on the signature book or sign-in cards submitted by the shareholders.

  • Article 3: The attendance and voting at the Shareholders’ Meeting shall be calculated based on the number of shares held.

  • Article 4: The Shareholders’ Meeting shall be held in the place where the Company is located or at any other place that is convenient for the shareholders to attend and appropriate to convene such meeting, and the Shareholders’ Meeting shall commence at a time no earlier than 9:00 a.m. and no later than 3:00 p.m.

  • Article 5: If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. In case the Chairman is on leave or cannot exercise his powers and authorities for any reason, the Chairman shall designate one of the Directors to act on his behalf.

  • If the Shareholders’ Meeting is convened by a person with the authority to convene other than the Board of Directors, such person shall act as the Chair at that meeting.

  • Article 6: The attorneys, certified public accountants, or related persons retained by the Company may attend a Shareholders’ Meeting in a non-voting capacity. Staff at the Shareholders’ Meetings shall wear ID badges or arm badges.

  • Article 7: The Company shall make an uninterrupted recording of the entire process of the Shareholders’ Meeting by audio or video, and keep it for least one year.

  • Article 8: The Chair shall call the meeting to order at the time scheduled for the meeting. In the event that the meeting is attended by shareholders representing less than half of the total issued shares, the Chair may announce a postponement of the meeting, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. In the event that the meeting is attended by shareholders not up to the specified quorum but representing more than one-third or more of the total issued shares after two postponements, a tentative resolution may be made in accordance with paragraph one of Article 175 of the Company Act.

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In the event that the number of shares represented by attending shareholders reaches more than half of the total issued shares before that same meeting is adjourned, the Chair may resubmit the tentative resolution(s) made at the meeting for a vote in accordance with Article 174 of the Company Act.

  • Article 9: The agenda for the Shareholders’ Meeting shall be set by the Board of Directors if such meeting is convened by the Board of Directors. The meeting shall proceed as scheduled in the agenda, and no changes may be made unless otherwise resolved at the Shareholders’ Meeting.

The preceding paragraph shall apply mutatis mutandis to meetings convened by a person other than someone of the Board of the Directors, but with the right to do so.

The Chair shall not announce adjournment of the meeting until the agenda in the two preceding paragraphs is completed (including extraordinary motions), unless duly resolved in the meeting.

  • After a meeting is adjourned, the shareholders shall not elect another Chair to resume the meeting at the same location or at any other venue. During the session of a Shareholders’ Meeting, if the Chair declares the adjournment of the meeting in a manner in violation of such rules governing the proceedings of meetings, a new chair of the meeting may be elected by a resolution to be adopted by a majority of the voting rights represented by the shareholders attending the said meeting to continue the proceedings of the meeting.

  • Article 10: Before speaking, an attending shareholder must specify on a speaker’s slip the subject of the speech, his shareholder account number (or attendance number), and account name. The order in which shareholders speak will be set by the Chair.

    • An attending shareholder who submits a speaker’s slip but does not speak at the meeting shall be deemed to have not spoken. In the event of any discrepancies between the contents of the shareholder’s speech and those recorded on the slip, the contents of the shareholder’s speech shall prevail.

    • When an attending shareholder is speaking at the meeting, no other shareholders may interrupt the speaking shareholder, unless permitted by the Chair and the speaking shareholder; the Chair shall stop any violations.

  • Article 11: Unless otherwise permitted by the Chair, a shareholder may not speak more than twice on the same proposal, and each speech may not exceed five minutes.

    • The Chair may stop the speaking of any shareholder that is in violation of the preceding paragraph or whose speech exceeds the scope of the proposal.

  • Article 12: In the event that a juristic (corporate) person is appointed to attend a Shareholders’ Meeting as proxy, it may designate only one representative to attend the meeting.

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When a juristic (corporate) person shareholder appoints two or more representatives to attend a Shareholders’ Meeting, only one representative may speak on the same proposal.

  • Article 13: After an attending shareholder has spoken at the meeting, the Chair may answer either in person or through a designee.

  • Article 14: When the Chair deems that a proposal has been sufficiently discussed to put it to a vote, the Chair may announce the discussion closed and call for a vote.

  • Article 15: The personnel monitoring the casting of ballots and the personnel counting the ballots shall be designated by the Chair, provided that all personnel monitoring the casting of the ballots shall be shareholders of the Company.

The voting results shall be announced on the spot and recorded.

  • Article 16: During the meeting, the Chair may announce a break, taking the time into consideration. Article 17: Unless otherwise provided for in the Company Act or the Articles of Incorporation, the passage of a proposal requires a majority of voting rights represented by the attending shareholders.

  • If, during the voting course, no one voices an objection upon solicitation of the Chair, the proposal is deemed passed, with equivalent force as a resolution by vote.

  • Article 18: If there is an amendment or an alternative to a proposal, the Chair may combine the amendment or alternative into the original proposal, and determine their orders for voting. If any one among them is passed, the other proposal(s) shall be deemed as rejected, and no further voting is required.

  • Article 19: The Chair may instruct security personnel (or guards) to assist in maintaining the order at the meeting venue. Such security personnel (or guards) shall wear arm badges marked with “Security” while assisting in maintaining the order on site.

  • Article 20: These Rules shall take effect upon the approval by the Shareholders’ Meeting, and the same shall apply to any amendments thereto.

  • Article 21: The procedures of the shareholders’ meeting, handling of motions, method of resolutions, and other related matters shall be subject to the Rules. Unless otherwise provided by the Company Act, Securities and Exchange Act, and the Articles of Incorporation, any matters not provided for herein shall be subject to the discretion of the Chair.

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Appendix 3

Foxsemicon Integrated Technology Inc.

Regulations Governing the Election of Directors

Article 1: Matters regarding the election of the Company’s Directors shall be subject to the Regulations.

  • Article 2: The Company adopts the nomination system with Article 192-1 of the Company Act, and the shareholders shall elect directors from among the nominees listed in the roster of director candidates, and the directors may be re-elected after the term. The number of seats and term office shall be as specified in the Company’s Articles of Incorporation.

  • Independent Directors and Non-independent Directors shall be elected in the same election, but the number of Independent Directors and Non-independent Directors elected shall be calculated separately.

  • Article 3: The election of Directors adopts a name bearing cumulative voting system. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially as NonIndependent Directors and Independent Directors based on the results of the ballots.

  • Article 4: If two or more than two persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chairperson drawing lots on behalf of any person not in attendance.

  • Article 5: The Chair shall appoint a number of monitoring and vote counting personnel to perform the respective duties before the election begins.

  • Article 6: The ballot shall be issued by the convener. The convener shall prepare ballots in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders’ meeting.

  • Article 7: Candidates are listed in the “candidate list” in each ballot. Voters may select one candidate with a tick from the nominees listed in the roster prepared by the Company. The above shall not be subject to voting via electronic means.

  • Article 8: A ballot is deemed void if any of the following circumstances occurs:

  • 1) The ballot was not prepared in accordance with the Rules.

  • 2) A blank ballot is placed in the ballot box.

  • 3) Any ballot with illegible writing renders it unrecognizable, or any ballot is altered.

  • 4) Two or more than two candidates are selected with a tick.

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  • 5) Other words or marks are entered in addition to the tick for selecting candidates on the “candidate list”.

  • 6) The number of candidates selected in a ballot exceeds the mandatory number.

  • 7) Total voting rights allotted exceeds the voting rights of the voter.

  • Article 9: After the Chair announces the end of the voting, the monitoring personnel oversee the ballot count. The results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the Chair, the emcee or the designated person on-site.

  • Article 10: Any matters not provided for herein shall be subject to the Company Act, Articles of Incorporation, and relevant laws and regulations.

  • Article 11: These Regulations shall take effect upon the approval by the Shareholders’ Meeting, and the same shall apply to any amendments thereto.

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Appendix 4

Foxsemicon Integrated Technology Inc. Directors’ Shareholding

Date:March 29,2026 Date:March 29,2026 Date:March 29,2026 Date:March 29,2026
Title Name No. of shares held As a percentage of total
issued shares (%)
Chairman Hyield Venture Capital Co., Ltd.
Representative: Wei Ming Chen		 6,953,272 6.28%
Director Kevin Chiu 242,254 0.22%
Director Jong-Khing Huang - -
Independent
Director		 Hsi-Chih Chen - -
Independent
Director		 Kang-Chih Li - -
Independent
Director		 Shu-Hui Wu - -
Independent
Director		 Ya-Hui Huang - -
The total number of shares held by all Directors is 7,195,526, accounting for 6.50 % of total issued shares.

  • Note 1: The Company’s pain-in capital is NT$ 1,107,622,800, and the number of issued shares is 110,762,280 shares.

  • Under Article 26 of the Securities and Exchange Act, the Directors shall hold no less than 8,000,000 in total.

  • Under Article 2 of the Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, where the number of seats of Independent Directors exceeds half of that of the Directors, and the public company has established an audit committee, the public company is not subject to the requirement where the total registered shares owned by the directors and supervisors shall not be less than a certain percentage of total issued shares.

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