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INX AGM Information 2026

Apr 22, 2026

52330_rns_2026-04-22_5a0ea8ce-b314-4271-85d5-07c3186a2188.pdf

AGM Information

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Stock Code: 3481

INNOLux

Innolux Corporation

2026 Annual Shareholders’ Meeting

Meeting Agenda

Method for Convening the Meeting: Physical Shareholders’ Meeting
May 27, 2026

---Disclaimer---

THIS IS A TRANSLATION OF THE AGENDA FOR THE 2025 ANNUAL SHAREHOLDERS' MEETING OF INNOLUX CORPORATION THE TRANSLATION IS FOR REFERENCE ONLY. IF THERE IS ANY DISCREPANCY BETWEEN THE ENGLISH VERSION AND CHINESE VERSION, THE CHINESE VERSION SHALL PREVAIL.


Table of Contents

I. Meeting Procedures 1
II. Meeting Agenda 2
(I) Reporting Items 3
(II) Ratification Items 5
(III) Discussion Items 7
(IV) Extempore Motions 11

III. Attachments
(I) 2025 Business Report 12
(II) Audit Committee Review Report 22
(III) Independent Auditors’ Report and Financial Statements 23
(IV) 2025 Earnings Distribution Table 47
(V) Comparison Table of the Revised Articles of the Procedures for the Acquisition and Disposal of Assets 48
(VI) Proposal to transfer shares to employees at less than the average actual share repurchase price relevant explanations 58
(VII) Propose issuance of 2026 Restricted Stock Awards (RSA) relevant explanations 60
(VIII) Regulations for the Issuance of Restricted Stock Awards for 2026 64

IV. Appendices
(I) Rules and Procedures of Shareholders’ Meeting 69
(II) Articles of Incorporation 76
(III) Shareholdings of All Directors 81


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InnoLux Corporation

2026 Annual General Shareholders Meeting Procedure

I. Report the total number of shares represented at this AGM
II. Meeting Commencement Announcement
III. Chairperson’s Address
IV. Report Items
V. Ratification Items
VI. Discussion Items
VII. Extraordinary Motions
VIII. Meeting Adjourned


InnoLux Corporation
2026 Annual General Shareholders’ Meeting Agenda

Method for Convening the Meeting: Physical Shareholders’ Meeting

Time of Meeting: May 27, 2026 at 9:00 a.m.

Location of Meeting: 3F, No.36, Keyan Rd., Zhunan Township, Miaoli County
Assembly Hall of the Administrative Service Center of Zhunan Site, Hsinchu Science Park

I. Chairman to announce the commencement of meeting

II. Report Items:
(I) 2025 business report
(II) Audit Committee’s review report

III. Ratification Items:
(I) Recognition of 2025 Business Report and Financial Statements
(II) Recognition of 2025 earnings distribution

IV. Discussio Items:
(I) Proposal of cash distribution from additional paid-in capital
(II) Amendment to the Company's Procedures for Acquisition or Disposal of Assets
(III) Proposal to transfer shares to employees at less than the average actual share repurchase price
(IV) Proposal issuance of 2026 Restricted Stock Awards (RSA)

V. Extempore Motions

VI. Meeting Adjourned

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Report Items

Proposal I: 2025 Business Report

Explanatory note: Please refer to Attachment I for the 2025 Business Report (Pages 12 to 21).


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Proposal II: Audit Committee Review Report

Explanatory note: Please refer to Attachment II for the Audit Committee Review Report (Page 22).


Ratification Items

(Proposed by the Board of Directors)

Proposal I: Recognition of 2025 Business Report and Financial Statements

Explanatory note:

I. 2025 Financial Statements of the Company were duly audited by CPA, Hsu, Sheng-Chung and CPA, Liang, Hua-Ling of PricewaterhouseCoopers Taiwan.

II. 2025 Business Report and Financial Statements are attached hereto as Attachment I & III (Pages 12 to 21 and 23 to 46).

Resolution:


(Proposed by the Board of Directors)

Proposal II: 2025 Earnings Distribution Table

Explanatory note:

I. Please refer to Attachment IV for 2025 Earnings Distribution Table (Page 47).

II. The proposed cash dividend distributed to shareholders is NT$3,992,562,569 (NT$ 0.5 per share). The cash dividend shall be rounded down to the nearest dollar and the decimal figures shall be rounded off according to the distribution proportion. The amount rounded off from the cash dividend will be at the discretion of the Chairman as authorized.

III. In the event that there is change in capital of the Company affecting the outstanding shares of the Company, causing the distribution ratio shall be changed and adjusted, it is proposed that the Chairman shall be authorized to make related adjustments.

IV. It is proposed that the Chairman shall be authorized to decide the distribution record date, the distribution date, and other related matters after this proposal is approved by the shareholders’ meeting.

Resolution:


Discussion Items

(Proposed by the Board of Directors)

Proposal I: To approve proposal of cash distribution from additional paid-in capital

Explanatory note:

I. Pursuant to Article 241 of the Company Act, the Company will distribute the addition paid-in capital derived from excess value above the par value per share at the amount of NT$ 3,992,562,569. The distribution will be made according to shareholders and the shares held by the shareholders registered on the shareholders' roster on the distribution record date. Each share will receive the distribution in cash at the amount of NT$0.5.

II. The total cash distribution is NT$ 0.5 per share, together with cash dividend, NT$ 0.5 per share. The distribution by cash totals NT$1. For the amount less than NT$1 shall be completely rounded down. It is proposed to authorize the Chairman to fully handle the amount rounded off from the cash dividend.

III. In the event that there is change in capital of the Company affecting the outstanding shares of the Company, causing the distribution ratio shall be changed and adjusted, it is proposed that the Chairman is authorized to make relevant adjustments.

IV. It is proposed that the Chairman is authorized to decide the distribution record date, the distribution date, and other related matters after this proposal is approved by the shareholders' meeting.

Resolution:


(Proposed by the Board of Directors)

Proposal II: Amendment to the Company's Procedures for Acquisition or Disposal of Assets

Explanatory note :

I. In order to comply with the revised "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" issued by the Financial Supervisory Commission of the Executive on July 24, 2025, the Company intends to revise its Procedures for Acquisition or Disposal of Assets.

II. The amendments to certain provisions of the Company’s “Procedures for Acquisition or Disposal of Assets.” were approved by the Audit Committee and Board of Directors on March 10, 2026.

III. The comparative table of the amendment is attached hereto as Attachment V (page 48~57).

Resolution:


(Proposed by the Board of Directors)

Proposal III: Proposal to transfer shares to employees at less than the average actual share repurchase price

Explanatory note:

The Company’s third share buyback totaled 50,000,000 shares, at an average price of NT$13.01. Following cash capital reductions in 2022 and 2023, as well as the partial transfer of 38,360,000 shares in 2023, the remaining shares totaled 4,627,500. After another cash capital reduction in 2024, the remaining shares were adjusted to 4,072,200, with the average price corrected to NT$13.98; To motivate employees and enhance their cohesion, the Company intends to transfer shares to employees at a price lower than the average repurchase price of NT$13.98. In accordance with Article 10-1 of the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies, the required disclosures are attached hereto as Attachment VI (pages 58 to 59).

Resolution :


(Proposed by the Board of Directors)

Proposal IV: Propose issuance of 2026 Restricted Stock Awards (RSA)

Explanatory note:

I. In accordance with Article 267 of the Company Act and the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the Company intends to issue restricted stock awards for 2026. The relevant matters are attached hereto as Attachment VII (pages 60 to 63).

II. The Regulations for the Issuance of Restricted Stock Awards for 2026 are attached hereto as Attachment VIII (pages 64 to 68).

Resolution :

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Extempore Motions


Attachment I

Innolux Corporation

2025 Business Report

Report on the Company's operating results for 2025 as follows.

Looking back on 2025, the global political and economic landscape underwent a reshaping amid severe turbulence. Although the high-interest-rate environment has gradually eased, the shifting geopolitical landscape, the restructuring of trade barriers, and the technological explosion of generative AI moving from the cloud to edge devices have woven together to create a year full of challenges and opportunities. This year also marks the starting point of the second six years of the Company's "666 Planning Blueprint"—"overcome difficulties, transform business model, and expand businesses." The Company demonstrated exceptional resilience and adaptability, steadfastly adhered to the core philosophy of "More than Panel", and progressively implemented a strategy to transform business model and optimize our product portfolio by shifting toward high-margin products. In addition to continuing organizational optimization and resource realignment within our core display business, we have expanded niche products into AI application fields. In the non-display sector, we have deepened the role of our subsidiary CarUX as a Tier 1 automotive supplier, completed the acquisition of Pioneer Corporation, and are advancing toward the goal of building a comprehensive smart cockpit integration platform to meet the evolving and diverse needs of global automakers and consumers.

To strengthen our corporate foundation, we are committed to creating multi-engine growth momentum. In terms of product strategy, the Company is extending its technological reach into diverse application fields. In addition to continuing to deepen its presence in the automotive, smart healthcare, and fan-out panel level packaging (FOPLP) sectors, we are actively increasing investment in specialized applications, targeting high-value-added niche markets, including marine displays with high weather resistance and reliability, as well as public information display (PID). Through these cross-sector applications, the Company aims to mitigate the risks associated with reliance on a single industry cycle, enhance its overall competitiveness, and maximize corporate value. Since launching its transformation plan in 2018, the Company has achieved an annualized total shareholder return (TSR) of 10.2% through 2025, a significant increase from the previous year (6.5%). This performance leads the same industry globally and has widened the gap with competitors, reflecting the market's strong endorsement of the Company's transformation.

Looking ahead to 2026, the global economic landscape is expected to remain uncertain, influenced by multiple factors including technological transformation, environmental sustainability issues, geopolitical tensions, and demographic shifts. Facing an environment where challenges and opportunities coexist, the Company will maintain a prudent and pragmatic approach while responding flexibly to market dynamics. We will continue to drive hardware and software integration, deepen partnerships with strategic partners, and strive to optimize the efficiency of existing assets. Our goal is to maintain stable operations amid a volatile economic environment and continuously build long-term competitiveness.

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I. Results of Business Plan Implementation and Budget Execution

For 2025, the Company consolidated sales revenue was NT$ 226,724,264 thousand, up NT$ 10,214,345 thousand, or 4.72%, compared with 2024 (consolidated net sales revenue for 2024 was NT$ 216,509,919 thousand). For 2024, the net profit attributable to owners of the parent company was NT$ 249,764 thousand, and the earnings per share was NT$ 0.03.

No financial forecast has been disclosed for 2025, therefore there is no need to disclose budget execution.

II. Analysis of financial income and expenditure and profitability

Items 2024 2025
Financial Structure (%) Debts to assets ratio 34.78 41.85
Long-term capital to property, plant, and equipment ratio 199.49 220.34
Solvency Current ratio (%) 157.71 143.03
Quick ratio (%) 110.11 102.19
Interest coverage multiplier (times) 8.22 1.31
Profitability Return on assets (%) 2.13 0.39
Return on equity (%) 2.91 0.29
Operating profits as a percentage of paid-in capital (%) (9.91) (5.21)
Net profits before tax as a percentage of paid-in capital (%) 10.30 0.37
Net profit margin (%) 3.11 0.29
arnings per share (NT$) 0.76 0.03

III. Status of Research and Development

As a core medium of modern technology, display technology is accelerating its convergence with semiconductor and Internet of Things (IoT) technologies. Leveraging our global leadership in glass-substrate semiconductor processes (TFT), the Company continues to refine hardware performance and actively expand into forward-looking fields such as MiniLED, MicroLED, and fan-out panel level packaging (FOPLP). Through technological iteration and production capacity optimization, we have not only strengthened our market competitiveness but also laid a solid foundation for industry innovation.

In response to the rapid advancements in AI and communication technologies, we are committed to the deep integration of software and hardware. In addition to utilizing algorithms to optimize image processing and automation technologies, we have extended this expertise to the medical display sector, and developed high-precision integrated hardware-software solutions to enhance the efficiency and quality of image interpretation. We aim to inject strong momentum into industrial upgrading and economic transformation through cross-domain technological convergence in the 5G/6G era.


CarUX, our subsidiary, is dedicated to breaking through the constraints of traditional displays by integrating AI technology to create smart cockpits that connect digital lifestyles. Leveraging our deep technical expertise, we seamlessly integrate infotainment systems into vehicle design, providing comprehensive solutions that balance safety and functionality. We are a smart mobile systems integrator with deep technical expertise.

The Company has also achieved significant progress in multiple fields, making excellent development and achievement. Outstanding achievements in various fields are as follows:

  1. Advanced semiconductor packaging

Our plan to transform into an advanced semiconductor packaging and testing company has been recognized by our customers, with mass shipments commencing in 2025. Both shipment volume and yield rates have gained high customer satisfaction. In addition to proving our determination to transform, and being recognized by our semiconductor customers, we will also be able to contribute to Taiwan's leadership in semiconductor and advanced packaging technology. Chip First technology for Fan-Out Panel Level Package (FOPLP) can help customers to reduce die size and cost significantly, maintain high I/O pin count, and reduce overall package thickness to meet the increasingly stringent thickness requirements of cell phones and mobile devices, which is very suitable for applications such as NFC Controller, Audio Codec, PMIC, and Connectivity communication chips. In addition, Chip First technology has also developed thick copper lead technology, which is suitable for application in chips with high voltage, high current, and high heat dissipation requirements. After the Company developed multi-die heterogeneous integrated packaging technology, it was also recognized by automotive semiconductor manufacturers and power management customers for SPS (Smart Power Stage) applications in AI servers, who appointed the Company to develop the its newly-designed Class III semiconductor multi-die high-power power management IC, and plan for a series of product introduction programs. In the meantime, our unique embedded packaging technology using insulating materials with low dielectric coefficient (Dk) and low dissipation factor (Df) has attracted high interest from international microwave chip customers, who have initiated a series of design parameter validation to develop their next-generation microwave chips, including not only automotive radar applications, but also future gesture control chips.

In addition, the Company's Advanced Packaging Business Center has also developed a unique multi-point final testing, which can test 16 to 32 chips at a time, greatly improving the testing efficiency and helping customers to reduce the cost of testing; mass production has already officially commenced.

In terms of RDL first technology, we have the advantage of large square substrate. In addition to the higher area utilization ratio of square substrate compared to 12-inch wafer, AI application chips are designed with larger and larger chip area to enhance the computational power of iterative product, and 12-inch wafers can no longer be produced efficiently, instead, the large Fan-Out Panel Level Package (FOPLP) technology must be adopted. The Company has been working on this technology for a long time, and ranks top in this advanced packaging market trend. The Company is also actively deploying RDL interposer, an advanced packaging technology applied to large-size chips, and have been favored by large-scale packaging customers. We have launched a technology validation program to meet the market demand for

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large-size AI/HPC chips within one to two years. By then, we will have sufficient large-size substrate capacity to help our customers expand their markets quickly, reduce capital expenditures, or achieve greater capital efficiency, and we will have a chance to rapidly meet the huge AI chip business. In addition to the market demand for large chips, the demand for thin SIP (System-in-Package, which integrates multiple functional chips into one package) is also rising rapidly. In addition to the demand for mobile phones, there is a high demand for thin communication chips in mobile devices such as smartwatches, AR glasses, Bluetooth headsets. Our RDL substrates are crucial in assisting customers with thinning solutions. In addition to achieving the thickness required by customers, the production efficiency of large RDL substrates can satisfy customers' goals within a certain cost budget.

In the substrate sector, as demands for artificial intelligence and high computing power continue to rise, advanced packaging is rapidly evolving toward large-sized chips and large-area packaging. The flatness, dimensional stability, and structural reliability of IC substrates have become critical factors affecting packaging yield and system performance. However, as packaging scales up, traditional organic substrates face challenges such as difficulty in controlling warpage and the inability to balance thickness with process precision. Furthermore, the significant disparity in thermal expansion coefficients between the substrate and the chip significantly increases the risk of chip cracking and reliability issues under high-power and thermal cycling conditions, making it difficult to meet the demands of next-generation advanced packaging.

Against this backdrop, glass substrates (TGV Glass Core Substrates) have emerged as a major development direction for advanced packaging. Leveraging the inherent properties of glass—low thermal expansion, high flatness, and high mechanical strength—these substrates effectively support large-size packaging and finer line width and spacing designs. This enhances overall interconnection density and computing power performance, laying a critical foundation for the long-term mass production of advanced packaging in high-performance, high-reliability applications.

Our key advantage lies in our early strategic positioning in the TGV field, built upon years of experience in fabricating semiconductor devices and circuits on glass, coupled with collaborative technology development with leading global customers. This integrated strength enables us to rapidly advance technology development and mass production implementation, establishing a clear competitive edge in the TGV field.

  1. Innovation of vehicle-mounted products

CarUX, our subsidiary, is dedicated to enhancing design flexibility for automotive interiors and exteriors, while providing customers with more differentiated and flexible space designs. In the field of smart cockpit design, CarUX prioritizes safety while integrating practical and entertainment features to launch a fully integrated smart cockpit simulation system. Through a cockpit domain control system, it seamlessly connects all in-vehicle visual control terminals to directly display key information required by drivers and passengers, creating an immersive in-vehicle interactive experience. Developed on a brand-new automotive hardware and software platform, this system can be rapidly integrated into OEMs for global automotive brands.

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In addition, CarUX provides advanced display technologies for automotive interiors. These include very-high-performance direct-lit LCD displays, ultra-high-brightness MicroLED head-up displays (HUDs), and innovative technologies for smart peripherals that help maintain clear visibility of HUDs and enable dynamic movement of in-vehicle displays. Among them, "Windshield Reflective Solution" (WRS) includes "9.6-inch MircoLED AR Reflective Display" and "48-inch Panoramic Reflective Display", which utilizes MicroLED display modules with high brightness, high resolution, and low power consumption, the stereoscopic images with depth of field, and the exclusive algorithms and interface design to project information onto the windshield of the vehicle. It also integrates functions such as distance and directional indicators with the actual external environment, and provides drivers with essential driving information when they look directly at the road in front of them to enhance driving safety; at the same time, it can also expand the projection range to the passenger side to enjoy a variety of entertainment content, and can be switched to disable the local projection of information at any time to reduce the light source in the cabin and enhance comfort. In terms of technology, compared with traditional head-up displays, the volume of the device can be greatly reduced, thus freeing up space in the car. In summary, the WRS solution not only enhances driving safety, but also provides a high-tech, comfortable and flexible design for car interiors, bringing brand new experience for car users.

  1. Continuous upgrades in MicroLED technology

In high-end consumer market applications, MicroLED mirror displays feature ultra-high brightness (3,600 nits), high reflectivity (>86%), and high transmittance (>95%). Even in bright environments, they deliver clear and vivid images, ensuring exquisite details. The invisible screen design seamlessly integrates the mirror surface with the display, making it suitable for smart home and luxury commercial spaces, achieving a perfect harmony of technology and aesthetics while delivering an unparalleled visual experience. This product has also won the 2025 GPA Display Component Product Technology Award. The 25.4-inch MicroLED seamless mirror display had been deployed in cosmeceuticals retail stores in December 2025, integrating with AI recognition technology. It addresses the technical challenges often faced by traditional mirror screens in practical applications—such as image blurring, insufficient color saturation, or inadequate brightness caused by ambient light reflection—enabling the screen to display clear digital images while retaining the mirror's reflective function.

The Company's new MicroLED component design combines optimized circuitry, optical architecture, and advanced thermal control to effectively reduce optoelectronic losses and enhance luminous efficiency, enabling the system to achieve ultra-high brightness while maintaining balance of energy efficiency and high performance.

To date, MicroLED technology has secured nearly 600 patents in the United States. We will continue to deepen the development of innovative high-end display technologies, actively expand into diverse application fields, and collaborate with customers and strategic partners to extend the industry value chain.

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  1. N3D (Naked-Eye 3D) technology yields positive results

The Company has developed a naked-eye 3D mobile medical platform to address diverse needs such as telemedicine, preoperative assessment, intraoperative navigation, and doctor-patient consultations. It offers 27-inch naked-eye 3D display solutions for operating room and 13.3-inch solutions for mobile diagnosis and treatment, as well as immersive medical teaching tools and a shared decision-making platform for doctors and patients, serving as essential auxiliary tools for surgery education and preoperative diagnosis.

By converting CT and MRI scan data into high-precision naked-eye 3D images, it helps physicians observe organs, lesions, tumors, and skeletal structures more intuitively, thereby improving diagnostic accuracy. Combined with AI image segmentation technology, it automatically distinguishes structures such as organs, blood vessels, and tumors within the images, allowing physicians to quickly assess conditions and shorten diagnosis time.

During minimally invasive or complex surgeries, naked-eye 3D technology provides real-time 3D images, assisting physicians in more accurately determining the location of lesions and avoiding critical tissues, thereby improving surgical safety and success rates. Through naked-eye 3D technology, physicians can perform three-dimensional simulations prior to surgery, such as for cardiac, brain, or orthopedic procedures, to enhance the accuracy and efficiency of preoperative planning.

Naked-eye 3D technology can be used for training medical students and professional physicians, providing more intuitive explanations of anatomy and pathology than traditional 2D images, thereby improving learning efficiency. Physicians can use naked-eye 3D technology to practice virtual surgeries, simulating real surgical scenarios to enhance surgical skills and clinical decision-making abilities.

Combining naked-eye 3D with notebook products, the Company has launched the “16-inch Single-User Naked-Eye 3D Display,” equipped with proprietary N3D technology and a real-time eye-tracking system. This keeps 3D display delay below 1 ms and supports seamless switching between 3D and 2D display modes. This technology not only significantly enhances immersion and 3D depth perception but also ensures comfort during extended use, making it suitable for diverse applications such as AI design, 3D modeling, digital content creation, and professional presentations.

The newly launched “27-inch Eye-Tracking Naked-Eye 3D Display” features proprietary N3D technology, addresses the issue of 3D motion sickness through low-crosstalk algorithms and offers advantages such as real-time rendering and minimal system resource consumption, delivering an immersive visual experience for gamers.

  1. Revolution of notebook market

As AI applications rapidly penetrate learning, creative, and mobile office environments, notebooks are rapidly evolving into highly interactive, high-performance smart computing platforms. The Company has made forward-looking investments in Oxide process capacity to address the market’s dual demands for display performance and power consumption management. Oxide technology features high electron mobility and low leakage current, making it particularly suitable for ultra-low-power applications in low-frequency display scenarios. It can effectively extend the battery life of AI notebooks during standby, reading, and document processing scenarios; simultaneously, it supports the display requirements of

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gaming applications with high refresh rates and variable refresh rate (VRR), maintaining stable and smooth performance during rapid screen switching, thereby providing more differentiated display solutions for the gaming and high-performance NB markets.

Regarding touchscreen display solutions, the Company has successfully created a highly cost-competitive architecture on its a-Si technology platform by integrating IC solutions co-developed with strategic suppliers. This architecture can flexibly address the mainstream and education-oriented NB markets, help customers rapidly adopt AI interactive applications; Meanwhile, for high-end and ultra-slim models, we have adopted a design architecture combining LTPS with integrated IC, which not only effectively reduces system power consumption but also significantly simplifies PCBA layout and improves space utilization, laying a critical foundation for products that achieve long battery life, lightweight design, and high performance simultaneously.

To address the needs of mobile office and extended use, the Company continues to refine display quality and material innovation, and introduces "paper-like" low-reflection eye-friendly display technology. This effectively reduces ambient light reflection and glare interference, enhances text readability and visual comfort, making it particularly suitable for education, business, and creative professionals. The Company has also developed carbon fiber ultra-thin display designs that further reduce weight while maintaining structural strength and durability, helping brand customers create flagship products that are more portable and feature a premium aesthetic. In terms of information security and privacy protection, the Company continues to upgrade next-generation anti-peep display technology, further optimizing the display effects of privacy protection mode and information sharing mode.

  1. Backlight upgrades for high-end large-size products

The high-end product platform for large-size TVs is primarily based on OLED (QD-OLED). Conventional LCD TVs require Mini LED backlighting to enhance visual performance and thereby increase product value. To maximize the value of LCD products, we have developed Micro/Mini LED RGB/BGB backlighting solutions for LCD. With tens of thousands of micro-LEDs enabling zone dimming, dynamic contrast ratios reach up to 1,000,000:1, eliminating light halo and delivering an immersive, lifelike viewing experience.

As the supply chain matures gradually, there remains an opportunity to achieve a more competitive cost structure compared to high-end OLED TVs. In the future, LCD technology has the potential to penetrate the high-end home and commercial display markets, securing a strategic foothold in the high-end display market.

  1. Gaming displays with ultra-high refresh rates

With the continued growth of the esports industry and high-performance gaming applications, high refresh rate displays have become a key specification for professional-grade products. The Company is actively investing in the R&D of professional gaming displays with ultra-high refresh rates of 500–600 Hz, focusing on screen response speed, dynamic clarity, and stable display performance. With a refresh rate soaring to 580Hz and an ultra-low response time of 1ms, gamers experience zero latency and smooth images. Supporting HDMI 2.2 and compatible with VRR adaptive synchronization, these displays ensure worry-free future upgrades and stand as the undisputed leader in panels offering exceptional CP value.

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Ultra-high refresh rate products present significant technical barriers in panel driving, signal processing, and system integration, resulting in relatively limited market competition and facilitating the establishment of a differentiated product positioning. This product line not only addresses the growth trends in the esports market but can also be extended to fields such as simulation training, real-time image processing, and high-end interactive applications, bringing the Company growth-oriented niche market opportunities.

8. Ultra-high-resolution 8K professional displays

In response to the increasing demand for display precision in professional imaging applications, the Company has invested in developing LCD panels with the latest 8K ultra-high-definition resolution (7680x4320). Every inch of the screen offers exquisite detail, with color reproduction reaching 99% of the DCI-P3 wide color gamut. HDR1000 peak brightness ensures deeper blacks and brighter whites.

The product is clearly positioned for professional markets such as content creation, medical imaging, industrial design, and precision visual applications. These markets place a high premium on display quality, stability, and long-term supply reliability, while being relatively less price-sensitive, which is conducive to achieving a favorable gross margin structure. By adopting high-PPI technology, the Company can not only enhance its technological visibility in the professional display sector but also gradually increase the revenue share of high-end, customized products, thereby progressively reducing the reliance of overall operation on fluctuations in the single consumer market.

9. Smart LC Window: Transforming Windows into 5G Base Stations

We are actively expanding into non-display application areas. Leveraging our proprietary liquid crystal film technology and expertise in glass integration processes, we are pioneering the next generation of smart liquid crystal window applications. In collaboration with the Industrial Technology Research Institute (ITRI), we have developed a smart LC window that not only features dimming and energy-saving functions but also serves as a 5G signal receiver, enhancing signal performance and the wireless connectivity experience.

Furthermore, in automotive applications, we are actively integrating LCD dimming technology into automotive components such as “Smart Dimming Windows,” “Smart Dimming Rearview Mirrors,” and “Smart Sun Visors.” This drives green business opportunities, creates new industry prospects, and advances environmental sustainability and a green future. In particular, the “Smart Dimming Sun Visor” is equipped with intelligent dimming function that automatically adjusts the visor’s light transmittance in real-time based on external light intensity. This protects the driver’s vision from glare and eliminates the blind spots associated with traditional sun visors, providing a safer and more comfortable driving experience. The dual-view automotive window display offers a safer and more versatile way to present in-vehicle information. This technology combines aesthetics, energy efficiency, and signal stability in a single solution.

10. Commercial display solutions

Display products continue to evolve toward customization and diverse application scenarios. Based on different usage environments and system requirements, we provide differentiated display specifications to meet application needs such as long-term operation,

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high reliability, and stable display performance. Related solutions already cover public information displays (PIDs), transportation displays, and entertainment industry applications, such as casino gaming displays, among other specialized markets. Through flexible design and module integration capabilities, we enhance product applicability across various public and commercial settings, which is also a key strategic direction for expanding professional display applications.

11. Development of aerospace display systems

Product development focuses on meeting specific technical requirements and establishing a comprehensive aerospace certification system to address demands for high reliability, high stability, and operation under harsh environmental conditions. Related display solutions can be applied to cockpit and pilot display systems for aircrafts such as civil aircrafts, fighters, and attack helicopters, covering critical applications such as flight information, mission displays, and human-machine interfaces. Through design and validation processes compliant with aerospace industry standards, we are progressively building an aerospace display product line with long-term supply and technological continuity, and expanding into high-value-added and high-barrier-to-entry market applications.

12. Maturation of InnoGallery core technologies and product commercialization

Echo InnoGallery is a digital art display that integrates AI-powered voice interaction with art aesthetics. Using innovative voice recognition technology, viewers can issue voice commands to instantly generate or switch between dynamic artworks, creating a brand-new human-machine interaction experience. The built-in environmental sensing system can detect ambient light intensity and color temperature in real time, automatically adjust display brightness and color, and create a soft, comfortable paper-like viewing experience that minimizes eye strain even during prolonged use. This year, we completed the development of 27-inch and 65-inch models featuring artistic voice recognition and interaction functions, integrated smart light-sensing system algorithms, optimized overall product design, and obtained quality and safety certifications.

Echo InnoGallery was honored with the 34th Taiwan Excellence Award. InnoGallery is not only an innovative art medium but also represents the concrete application of AI technology in humanities and creativity. Utilizing anti-glare and anti-reflection technologies, it delivers a realistic painting-like visual experience with low reflectivity and high diffusion, akin to paper, delicately reproducing brushstrokes and color gradations while ensuring comfort during extended viewing. Its eco-friendly, energy-efficient hardware design and the paperless advantages of intelligently generated content embody a new direction for future green technology and sustainable art.

13. InnoPaper liquid crystal electronic paper display technology

Combined with the "Software TCON Solution," it offers high reflectivity, high color saturation, low power consumption, and eye protection by eliminating harmful blue light. Through software algorithms, the system eliminates the need for specific TCON chips, reduces reliance on specific ICs, and enables high-performance image processing and display control, thereby enhancing competitiveness. The display panel utilizes a three-layer reflective cholesteric liquid crystal structure. Its bistable characteristics reduce power consumption, as

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power is only required when refreshing the screen. InnoPaper won the Outstanding Product Award of 2025 GPA Display Component Product Technology.

In response to the “global trend toward carbon neutrality” and “growing awareness of eye protection,” we have developed a “multi-functional liquid crystal e-paper display” featuring high reflectivity, high color saturation, low power consumption (bistable), and free of harmful blue light. It is a reflective LCD that combines the functions of an e-reader and an electronic billboard, making it suitable for applications in education, retail, transportation, and healthcare. It addresses environmental, energy-saving, and eye-protection needs. When applied to e-paper products, it can effectively replace paper, contributing to global environmental protection.

As the Company enters the second six years of the “666 Planning Blueprint”, we are actively driving core transformation and international expansion. By re-evaluating and leveraging the value of existing assets from different perspectives, we are revitalizing legacy assets to present a fresh outlook.

We will continue to strengthen our core display business, actively enter the automotive market, and expand into the advanced semiconductor packaging sector in the future. Building on our existing foundation, we will create additional value to drive our transformation strategy forward.

Chairman:
Managerial Officer:
Chief Accountant:

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Attachment II

Audit Committee Review Report

The Board of Directors has duly submitted the 2025 business report, financial statements, and the proposal of earnings distribution. The financial statements have been duly reviewed and approved by CPAs of PwC Taiwan with the issuance of Independent Auditor’s Report.

The Audit Committee of the Company, have completed the audit and review, and had found nothing inconsistent with any of the above business report, financial statements, and the proposal of profit and loss appropriation. Therefore, I issue this audit report for acknowledgment in accordance with the Securities and Exchange Act and the Company Act.

Convener of the Audit Committee

Wu, Chih-I

Date: March 10, 2026

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Attachment 3

Independent Auditors' Report and Financial Statements

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of Innolux Corporation:

Opinion

We have audited the accompanying consolidated balance sheets of Innolux Corporation and its 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 material accounting policies.

In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

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

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group's 2025 consolidated financial statements. These matters

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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:

Inventory valuation

Description

The industry is significantly affected by changes in the economic environment. As the technology evolves rapidly, the launch of new products may cause major changes in consumer demand or due to the update of production approach, the existing products may become obsolete or no longer meet market needs. The Group has evaluated the inventory by taking into account the allowance, obsolescence or trivial sales amount and the cost has been written down to the net realizable value. The abovementioned allowance for inventory valuation losses mainly arose from the excess of the cost of inventory over the net realizable value of inventory. For details of inventory, please refer to Note 6(7). There is a risk of the excess of the cost of inventory over the net realizable value of inventory. As the amounts of inventories are material and the sales prices of related products may have significant fluctuations because of market demand, we consider inventory valuation a key audit matter.

How our audit addressed the matter

We compared the financial statements to ascertain whether the provision policy on allowance for inventory valuation losses has been consistently applied, obtained the net realizable value report of inventory used by management for evaluation and obtained an understanding of sales price basis adopted by management for abovementioned inventory along with the related supporting documents; sampled individual inventory item numbers and checked them against historical data on inventory clearance and discount to assess the reasonableness of net realizable value and the appropriateness of valuation basis.

Valuation and impairment of property, plant and equipment and goodwill

Description

For details of the impairment valuation of property, plant and equipment and goodwill, please refer to Notes 6(9) and 6(12).

The Group measures the recoverable amount of the cash generating unit to determine whether goodwill and property, plant and equipment may be impaired based on future cash flows with appropriate discount rates, and future cash flows are estimated based on how assets are utilized, duration years of assets and projected income and expenses in the future. As these estimates, which are uncertain and dependent upon significant judgement from management, involve several assumptions such as determination of discount rates, expected growth rate and future financial projections, we consider management's assessment of impairment of property, plant and equipment and goodwill a key audit matter.

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How our audit addressed the matter

We assessed the key assumptions used by management in estimating expected future cash flows, including the reasonableness of expected operating revenue, gross profit, changes in expenses, and the basic assumptions applied in expected future cash flows. We also examined the parameters of discount rates, including the risk-free rate of return on equity capital, the risk factor of the industry and the rate of return on similar investments in the market.

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

Description

Refer to Note6(33) for details of business combination.

Innolux Corporation's subsidiary, Pioneer Holding Co., Ltd. acquired all the shares of PIONEER CORPORATION in December 1, 2025 for a consideration of JPY$163.9 billion.

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 assessed the appropriateness and objectivity of the appraisers appointed by the management; reviewed identification of intangible assets, fair value measurement of identifiable assets, discount rates and the reasonableness of goodwill calculation in the purchase price allocation report prepared by external experts; 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 model.

Other matter – Reference to the audits of other auditors

We did not audit the financial statements of certain subsidiaries and investments accounted for under the equity method of the Company, which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts and Note 13 included in respect of these subsidiaries and investments accounted for under the equity method, is based solely on the reports of the other auditors. Total assets of these subsidiaries and the balances of these investments accounted for under the equity method included in the Group's consolidated financial statements amounted to NT$4,795,459 thousand and NT$3,087,622 thousand, constituting 1.2% and 0.9% of the consolidated total assets of the Group as at December 31, 2025 and 2024, respectively, and sales revenue of these subsidiaries included in the Group's consolidated financial statements amounted to


NT$2,290,549 thousand and NT$1,980,470 thousand, constituting 1.0% and 0.9% of the consolidated total sales revenue of the Group for the years ended December 31, 2025 and 2024, respectively.

Other matter – Parent company only financial reports

We have audited and expressed an unmodified opinion with other matter paragraph on the parent company only financial statements of Innolux Corporation 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 assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

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

Auditors’ responsibilities for the audit of the consolidated financial statements

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

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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:

A. 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.

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

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

D. 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.

E. 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.

F. 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.

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2025 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

PricewaterhouseCoopers, Taiwan

March 10, 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.

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INNOLUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

Assets Notes December 31, 2025 December 31, 2024
Current Assets
1100 Cash and cash equivalents 6(1) $ 52,827,139 $ 55,288,631
1110 Financial assets at fair value through profit or loss - current 6(2) 485,968 437,386
1136 Financial assets at amortized cost - current 6(4) 28,828,467 9,091,347
1170 Accounts receivable, net 6(5) 37,290,375 33,789,648
1180 Accounts receivable, net - related parties 7 4,205,426 2,816,333
1200 Other receivables 6(13) 4,948,296 4,547,977
130X Inventory 6(7) 47,890,734 42,446,932
1410 Prepayments 9 4,383,364 3,851,135
1460 Non-current assets held for sale 6(13) 316,195 582,852
1479 Other current assets 1,899,424 567,811
11XX Total current assets 183,075,388 153,420,052
Non-current assets
1510 Financial assets at fair value through profit or loss - non-current 6(2) 5,764,328 6,496,457
1517 Financial assets at fair value through other comprehensive income - non-current 6(3) 5,306,227 5,127,373
1535 Financial assets at amortized cost - non-current 6(4) 6,769,764 24,689,875
1550 Investments accounted for under equity method 6(8) 2,470,307 942,969
1600 Property, plant and equipment 6(9), 7 and 8 112,550,324 127,395,236
1755 Right-of-use assets 6(10) 3,766,571 3,341,245
1760 Investment property, net 6(11) 358,978 386,579
1780 Intangible assets 6(12) 44,257,563 17,635,268
1840 Deferred income tax assets 6(31) 5,822,367 3,239,270
1990 Other non-current assets 6(9), 6(17), 8 and 9 14,151,380 15,413,682
15XX Total non-current assets 201,217,809 204,667,954
1XXX Total assets $ 384,293,197 $ 358,088,006

(Continued)

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INNOLUX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity Notes December 31, 2025 December 31, 2024
Current Liabilities
2100 Short-term borrowings 6(14) $ 33,005,881 $ 3,097,017
2120 Financial liabilities at fair value through profit or loss - current 6(2) 53,831 251,022
2170 Accounts payable 49,617,726 43,042,463
2180 Accounts payable - related parties 7 496,081 1,106,707
2200 Other payables 6(15) and 7 27,837,792 26,855,612
2230 Current income tax liabilities 9 2,355,496 1,781,399
2250 Provisions - current 6(19) and 9 4,483,613 3,569,277
2280 Lease liabilities - current 843,788 443,597
2320 Long-term liabilities, current portion 6(16) 504,324 7,815,270
2399 Other current liabilities 8,797,124 9,320,557
21XX Total current liabilities 127,995,656 97,282,921
Non-current liabilities
2540 Long-term borrowings 6(16) 18,324,509 20,988,497
2570 Deferred income tax liabilities 6(31) 6,807,944 1,788,237
2580 Lease liabilities - non-current 2,489,910 2,478,962
2600 Other non-current liabilities 6(17) 5,202,382 2,008,830
25XX Total non-current liabilities 32,824,745 27,264,526
2XXX Total liabilities 160,820,401 124,547,447
Equity attributable to owners of the parent
Share capital 6(20)
3110 Common stock 79,891,974 79,891,974
3200 Capital surplus 6(21) 103,976,371 105,919,710
Retained earnings 6(22)
3310 Legal reserve 14,641,184 13,811,763
3320 Special reserve 3,408,678 7,198,699
3350 Unappropriated retained earnings 25,601,866 28,414,792
3400 Other equity interest 6(23) (6,138,062) (3,408,678)
3500 Treasury shares 6(20) (56,914) (56,914)
31XX Equity attributable to owners of the parent 221,325,097 231,771,346
36XX Non-controlling interests 2,147,699 1,769,213
3XXX Total equity 223,472,796 233,540,559
3X2X Total liabilities and equity $ 384,293,197 $ 358,088,006

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

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INNOLUX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)

Items Notes 2025 2024
4000 Sales revenue 6(24) and 7 $ 226,724,264 $ 216,509,919
5000 Operating costs 6(7)(29) and 7 (208,067,343) (202,336,942)
5900 Net operating margin 18,656,921 14,172,977
Operating expenses 6(29)
6100 Selling expenses (3,064,551) (2,192,955)
6200 General and administrative expenses (7,914,675) (7,492,430)
6300 Research and development expenses (11,837,977) (12,406,513)
6000 Total operating expenses (22,817,203) (22,091,898)
6900 Operating loss (4,160,282) (7,918,921)
Non-operating income and expenses
7100 Interest income 6(25) 2,079,889 2,352,133
7010 Other income 6(26) 2,892,212 2,796,169
7020 Other gains and losses 6(27) 483,700 12,106,738
7050 Finance costs 6(28) (959,682) (1,139,462)
7060 Share of (loss) profit of associates and joint ventures accounted for under equity method 6(8) (39,351) 31,807
7000 Total non-operating income and expenses 4,456,768 16,147,385
7900 Profit before income tax 296,486 8,228,464
7950 Income tax benefit (expense) 6(31) 368,809 (1,501,132)
8200 Profit for the year $ 665,295 $ 6,727,332

(Continued)


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INNOLUX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)

Items Notes 2025 2024
Other comprehensive income (net)
Components of other comprehensive (loss) income that will not be reclassified to profit or loss
8311 Remeasurement of defined benefit plans 6(17) $ (57,593) $ 49,712
8316 Unrealized (losses) gains on financial assets at fair value through other comprehensive income 6(23) (730,702) 824,643
8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 6(23)(31) 15,104 116,051
8310 Other comprehensive (loss) income that will not be reclassified to profit or loss (773,191) 990,406
Components of other comprehensive (loss) income that will be reclassified to profit or loss
8361 Financial statements translation differences of foreign operations 6(23) (1,950,949) 4,588,526
8370 Share of other comprehensive (loss) income of associates and joint ventures accounted for under equity method 6(8)(23) (7,723) 7,578
8360 Other comprehensive (loss) income that will be reclassified to profit or loss (1,958,672) 4,596,104
8300 Other comprehensive (loss) income for the year, net of tax $ (2,731,863) $ 5,586,510
8500 Total comprehensive (loss) income for the year $ (2,066,568) $ 12,313,842
Profit attributable to:
8610 Owners of the parent $ 249,764 $ 6,472,883
8620 Non-controlling interest $ 415,531 $ 254,449
Other comprehensive (loss) income attributable to:
8710 Owners of the parent $ (2,514,066) $ 12,084,232
8720 Non-controlling interest $ 447,498 $ 229,610
Earnings per share (in dollars) 6(32)
9750 Basic earnings per share $ 0.03 $ 0.76
9850 Diluted earnings per share $ 0.03 $ 0.75

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


INNOLUX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2023 AND 2024

(Expressed in thousands of New Taiwan dollars)

Equity attributable to owners of the parent

Share Capital Retained Earnings Other Equity Interest
Notes Common stock Capital surplus Legal reserve Special reserve Unappropriated retained earnings
2024
Balance at January 1 $ 90,786,334 $103,468,658 $13,811,763 $ 5,565,152
Profit for the year
Other comprehensive income (loss) for the year 6(23)
Total comprehensive income (loss)
Appropriation of 2023 earnings: 6(22)
Special reserve 1,633,547
Capital reduction by cash 6(20) (10,894,360)
Recognition of change in equity of associates in proportion to the Group's ownership 6(21) 57,714
Recognition of changes in ownership interests in subsidiaries 6(21) 2,129,720
Increase in non-controlling interests
Difference between consideration and carrying amount of subsidiaries disposed 6(21) 230,490
Disposal of investments in equity instruments measured at fair value through other comprehensive income 6(3)(23)
Others 6(21) 33,128
Balance at December 31 $ 79,891,974 $105,919,710 $13,811,763 $ 7,198,699
2025
Balance at January 1 $ 79,891,974 $105,919,710 $13,811,763 $ 7,198,699
Profit for the year
Other comprehensive (loss) income for the year 6(23)
Total comprehensive income (loss)
Appropriations of 2024 earnings: 6(22)
Legal reserve 829,421
Special reserve (3,790,021)
Cash dividends
Cash dividends from capital surplus 6(21)(22) (1,996,281)
Recognition of change in equity of associates in proportion to the Group's ownership 6(21) 3,374
Recognition of changes in ownership interests in subsidiaries 6(21) (950)
Decrease in non-controlling interests
Others 6(21) 50,518
Balance at December 31 $ 79,891,974 $103,976,371 $14,641,184 $ 3,408,678

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


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INNOLUX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

Notes 2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax $ 296,486 $ 8,228,464
Adjustments
Adjustments to reconcile (profit) loss
Depreciation and amortization 6(29) 29,721,493 31,149,934
Net loss (gain) on financial assets or liabilities at fair value through profit or loss 542,938 (1,000,408)
Compensation cost of share-based payments 6(29) 1,437
Expected credit (gain) loss 12(2) (4,037) 2,752
Share of loss (profit) of associates and joint ventures 6(8)
accounted for under equity method 39,351 (31,807)
Loss (gain) on disposal of investments 6(27) 13,905 (9,057)
Loss on disposal of property, plant and equipment 6(27) 157,036 1,702,869
Gain on disposal of non-current assets held for sale 6(13) and 6(27) (1,620,221) (13,867,712)
Gain on lease modification (135) (29)
Gain on disposal of intangible assets 6(27) (94,140) (725,925)
Non-financial asset impairment loss 22,731 998,412
Interest expense 6(28) 838,366 1,139,462
Interest income 6(25) (2,079,889) (2,352,133)
Dividend income 6(26) (236,079) (158,633)
Foreign exchange gain (33,983) (21,380)
Changes in operating assets and liabilities
Changes in operating assets
Financial assets/liabilities at fair value through profit or loss (264,064) 644,272
Accounts receivable 3,984,212 (4,209,232)
Accounts receivable - related parties (1,389,093) (2,385,472)
Other receivables (1,478,817) 308,295
Inventories 2,395,617 (5,296,356)
Prepayments (2,492) (17,882)
Other current assets 996,453 (363,169)
Other non-current assets (364,503) (174,973)
Changes in operating liabilities
Accounts payable (3,209,479) 3,863,701
Accounts payable - related parties (610,627) (98,296)
Other payables (2,345,876) 195,020
Provisions (697,856) (146,740)
Other current liabilities (1,618,464) 2,620,132
Other non-current liabilities (1,072,791) (394,970)
Cash inflow generated from operations 21,886,042 19,600,576
Cash paid for income tax (1,718,238) (2,067,190)
Net cash flows from operating activities 20,167,804 17,533,386

(Continued)


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INNOLUX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

Notes 2025 2024
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through profit or loss $ (321,869) $ (527,761)
Proceeds from disposal of financial assets at fair value through profit or loss 119,656 214,997
Acquisition of investments in financial assets measured at fair value through other comprehensive income (486,539) (1,066,821)
Proceeds from disposal of financial assets measured at fair value through other comprehensive income 6(3) 3,322,397
Decrease in financial assets at amortized cost - current 164,826 801,151
Acquisitions of financial assets at amortized cost - non-current (2,621,464) (9,523,503)
Proceeds from disposal of financial assets at amortized cost 436,499 4,451,947
Proceeds from repayments of financial assets at amortized cost 90,006 2,551,759
Decrease in refundable deposits 440,655 786,637
Proceeds from capital reduction of investments accounted for under equity method 15,856 15,489
Increase in investment accounted for under equity method (1,516,151) (213,996)
Net cash payments for business combination 6(34) (25,283,118)
Acquisition of property, plant and equipment 6(34) (11,690,206) (16,055,103)
Proceeds from disposal of property, plant and equipment 545,145 1,121,014
Proceeds from disposal of non-current assets held for sale 3,667,300 15,123,758
Acquisition of intangible assets 6(12) (91,377)
Proceeds from disposal of intangible assets 95,370 31,995
Interest received 1,417,742 1,705,330
Dividends received 290,371 213,774
Other non-current assets 297,682
Net cash flows (used in) from investing activities (34,727,298) 3,250,746
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings 29,908,864 2,927,017
Proceeds from long-term borrowings 15,973,577 2,454,542
Repayments of long-term borrowings (25,873,315) (13,256,313)
Interest paid (705,392) (1,089,680)
Repayment of the principal portion of lease liabilities (451,673) (610,552)
Cash dividends paid to non-controlling interests (38,396)
Cash paid from capital surplus 6(21) and 6(22) (1,996,281)
Cash dividends paid 6(22) (5,988,844)
Proceeds from disposal of shares of subsidiaries 303,798
Net change in non-controlling interests (1,525) 2,651,855
Share-based payments 488
Cash capital reduction 6(20) (10,888,807)
Others 50,518 32,086
Net cash flows from (used in) financing activities 10,877,533 (17,475,566)
Effect of changes in foreign currency exchange 1,220,469 1,467,481
Net (decrease) increase in cash and cash equivalents (2,461,492) 4,776,047
Cash and cash equivalents at beginning of year 55,288,631 50,512,584
Cash and cash equivalents at end of year $ 52,827,139 $ 55,288,631

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


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INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of Innolux Corporation:

Opinion

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

In our opinion, based on our audits and the reports of other auditors (please refer to the Other matter section), the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as at December 31, 2025 and 2024, and its parent company only financial performance and its 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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of 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. Based on our audits and the reports of other auditors (please refer to the Other matter section), we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional 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 2025 parent company only financial statements are stated as follows:

Inventory valuation

Description

The industry is significantly affected by changes in the economic environment. As the technology evolves rapidly, the launch of new products may cause major changes in consumer demand or due to the update of production approach, the existing products may become obsolete or no longer meet market needs. The Company has evaluated the inventory by taking into account the allowance, obsolescence or trivial sales amount and the cost has been written down to the net realizable value. The abovementioned allowance for inventory valuation losses mainly arose from the excess of the cost of inventory over the net realizable value of inventory. For details of inventory, please refer to Note 6(6). There is a risk of the excess of the cost of inventory over the net realizable value of inventory. As the amounts of inventories are material and the sales prices of related products may have significant fluctuations because of market demand, we consider inventory valuation a key audit matter.

How our audit addressed the matter

We compared the financial statements to ascertain whether the provision policy on allowance for inventory valuation losses has been consistently applied, obtained the net realizable value report of inventory used by management for evaluation and obtained an understanding of sales price basis adopted by management for abovementioned inventory along with the related supporting documents; sampled individual inventory item numbers and checked them against historical data on inventory clearance and discount to assess the reasonableness of net realizable value and the appropriateness of valuation basis.

Valuation and impairment of property, plant and equipment and goodwill

Description

For details of the impairment valuation of property, plant and equipment and goodwill, please refer to Notes 6(8) and 6(11).

Innolux Corporation measures the recoverable amount of the cash generating unit to determine whether goodwill and property, plant and equipment may be impaired based on future cash flows with appropriate discount rates, and future cash flows are estimated based on how assets are utilized, duration years of assets and projected income and expenses in the future. As these estimates, which are uncertain and dependent upon significant judgement from management, involve several assumptions such as determination of discount rates, expected growth rate and future financial projections, we consider management's assessment of impairment of goodwill and property, plant and equipment a key audit matter.

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How our audit addressed the matter

We assessed the key assumptions used by management in estimating expected future cash flows, including the reasonableness of expected operating revenue, gross profit, changes in expenses, and the basic assumptions applied in expected future cash flows. We also examined the parameters of discount rates, including the risk-free rate of return on equity capital, the risk factor of the industry and the rate of return on similar investments in the market.

Other matter – Reference to the audits of other auditors

We did not audit the financial statements of certain investments accounted for under the equity method of the Company, which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts and Note 13 included in respect of these investments accounted for under the equity method, is based solely on the reports of the other auditors. The balances of these investments accounted for under the equity method included in the Company’s financial statements amounted to NT$2,982,269 thousand and NT$ 1,464,752 thousand, constituting 0.9% and 0.4% of the total assets of the Company as at December 31, 2025 and 2024, respectively, and share of profit (including other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for under equity method included in the Company’s financial statements) amounted to NT$108,834 thousand and NT$151,771 thousand, constituting (4.3%) and 1.3% of the total comprehensive income (loss) of the Company for the years ended December 31, 2025 and 2024, respectively.

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

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as 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.


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

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

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

A. 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.

B. 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.

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

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

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

F. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31,2025 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.

PricewaterhouseCoopers, Taiwan

March 10, 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.


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INNOLUX CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

Assets Notes December 31, 2025 December 31, 2024
Current Assets
1100 Cash and cash equivalents 6(1) $ 28,668,556 $ 38,125,403
1110 Financial assets at fair value through profit or loss - current 6(2) 252,249 192,109
1136 Financial assets at amortized cost - current 6(4) 942,900 4,000,000
1170 Accounts receivable, net 6(5) 20,880,184 22,664,895
1180 Accounts receivable, net - related parties 7 9,989,802 11,330,891
1200 Other receivables 6(12) 1,498,195 3,044,322
1210 Other receivables - related parties 7 332,326 378,891
130X Inventory 6(6) 23,120,535 25,657,642
1410 Prepayments 9 469,976 2,081,785
1460 Non-current assets held for sale 6(12) 332,834
1479 Other current assets 15,851 21,336
11XX Total current assets 86,170,574 107,830,108
Non-current assets
1510 Financial assets at fair value through profit or loss - non-current 6(2) 2,425,496 2,423,316
1517 Financial assets at fair value through other comprehensive income - non-current 6(3) 1,803,497 1,340,302
1535 Financial assets at amortized cost - non-current 6(4) 700
1550 Investments accounted for under equity method 6(7) 115,881,250 109,654,548
1600 Property, plant and equipment 6(8), 7 and 8 84,627,384 99,877,000
1755 Right-of-use assets 6(9) 2,256,733 2,651,636
1760 Investment property, net 6(10) 358,978 386,579
1780 Intangible assets 6(11) 17,301,803 17,276,723
1840 Deferred income tax assets 6(29) 4,837,390 2,866,045
1990 Other non-current assets 6(8),(15) and 8 4,251,119 5,077,888
15XX Total non-current assets 233,744,350 241,554,037
1XXX Total assets $ 319,914,924 $ 349,384,145

(Continued)


INNOLUX CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity Notes December 31, 2025 December 31, 2024
Current Liabilities
2120 Financial liabilities at fair value through profit or loss - current 6(2) $ 53,166 $ 251,022
2170 Accounts payable 19,197,292 22,323,224
2180 Accounts payable - related parties 7 25,830,762 23,531,737
2200 Other payables 6(13) and 7 24,252,807 21,317,695
2250 Provisions - current 6(17) and 9 3,238,951 3,500,024
2280 Lease liabilities - current 400,022 395,044
2320 Long-term liabilities, current portion 6(14) 263,708 7,768,940
2399 Other current liabilities 5,922,229 7,188,458
21XX Total current liabilities 79,158,937 86,276,144
Non-current liabilities
2540 Long-term borrowings 6(14) 12,372,459 17,221,227
2570 Deferred income tax liabilities 6(29) 1,755,123 1,738,797
2580 Lease liabilities - non-current 2,000,441 2,400,463
2670 Other non-current liabilities 7 3,302,867 9,976,168
25XX Total non-current liabilities 19,430,890 31,336,655
2XXX Total liabilities 98,589,827 117,612,799
Equity
Share capital 6(18)
3110 Common stock 79,891,974 79,891,974
3200 Capital surplus 6(19) 103,976,371 105,919,710
Retained earnings 6(20)
3310 Legal reserve 14,641,184 13,811,763
3320 Special reserve 3,408,678 7,198,699
3350 Unappropriated retained earnings 25,601,866 28,414,792
3400 Other equity interest 6(21) (6,138,062) (3,408,678)
3500 Treasury shares 6(18) (56,914) (56,914)
3XXX Total equity 221,325,097 231,771,346
3X2X Total liabilities and equity $ 319,914,924 $ 349,384,145

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

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INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except for earnings per share amounts)

Items Notes 2025 2024
4000 Sales revenue 6(22) and 7 $ 179,090,775 $ 181,688,008
5000 Operating costs 6(6)(27) and 7 (176,994,614) (179,667,941)
5900 Net operating margin 2,096,161 2,020,067
Operating expenses 6(27) and 7
6100 Selling expenses (993,201) (581,579)
6200 General and administrative expenses (3,756,630) (3,955,773)
6300 Research and development expenses (9,008,958) (9,839,817)
6000 Total operating expenses (13,758,789) (14,377,169)
6900 Operating loss (11,662,628) (12,357,102)
Non-operating income and expenses
7100 Interest income 6(23) 780,987 1,053,912
7010 Other income 6(24) and 7 2,354,909 2,185,314
7020 Other gains and losses 6(25) (746,842) 12,067,381
7050 Finance costs 6(26) (604,520) (1,040,070)
7070 Share of profit of subsidiaries, associates and joint ventures accounted for under equity method 8,171,272 4,503,314
7000 Total non-operating income and expenses 9,955,806 18,769,851
7900 (Loss) profit before income tax (1,706,822) 6,412,749
7950 Income tax benefit 6(29) 1,956,586 60,134
8200 Profit for the year $ 249,764 $ 6,472,883
Other comprehensive income (net)
Components of other comprehensive (loss) income that will not be reclassified to profit or loss
8311 Remeasurement of defined benefit plans 6(15) $ 54,938 $ 49,541
8316 Unrealized gains on financial assets at fair value through other comprehensive income 6(21) 12,119 1,168,460
8330 Share of other comprehensive loss of subsidiaries, associates and joint ventures accounted for under equity method 6(21) (819,845) (326,298)
8349 Income tax related to components of other comprehensive (loss) income that will not be reclassified to profit or loss 6(29) (10,988) 116,086
8310 Other comprehensive (loss) income that will not be reclassified to profit or loss (763,776) 1,007,789
Components of other comprehensive (loss) income that will be reclassified to profit or loss
8361 Financial statements translation differences of foreign operations 6(21) (1,992,331) 4,595,982
8380 Share of other comprehensive (loss) income of subsidiaries, associates and joint ventures accounted for under equity method 6(7)(21) (7,723) 7,578
8360 Other comprehensive (loss) income that will be reclassified to profit or loss (2,000,054) 4,603,560
8300 Other comprehensive (loss) income for the year, net of tax $ (2,763,830) $ 5,611,349
8500 Total comprehensive (loss) income for the year $ (2,514,066) $ 12,084,232
Earnings per share (in dollars) 6(30)
9750 Basic earnings per share $ 0.03 $ 0.76
9850 Diluted earnings per share $ 0.03 $ 0.75

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


INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

Share Capital Retained Earnings Other Equity Interest Treasury shares Total
Notes Common stock Capital surplus Legal reserve Special reserve Unappropriated retained earnings Financial statements translation differences of foreign operations
2024
Balance at January 1 $ 90,786,334 $ 103,468,658 $ 13,811,763 $ 5,565,152 $ 21,754,128 $ (9,809,347) $ 2,610,648 $ (62,467)
Profit for the year 6,472,883 6,472,883
Other comprehensive income for the year 6(21) 39,700 4,603,560 968,089
Total comprehensive income 6,512,583 4,603,560 968,089
Appropriations of 2023 earnings: 6(20)
Special reserve 1,633,547 (1,633,547)
Capital reduction by cash 6(18) (10,894,360) 5,553
Receivables of change in equity of associates in proportion to the Company's ownership 6(19) 57,714 57,714
Receivables of changes in ownership interests in subsidiaries 6(19) 2,129,720 2,129,720
Difference between consideration and carrying amount of subsidiaries disposed 6(19) 230,490 230,490
Disposal of investments in equity instruments measured at fair value through other comprehensive income 6(3)(21) 1,781,628 (1,781,628)
Others 6(19) 33,128 33,128
Balance at December 31 $ 79,891,974 $ 105,919,710 $ 13,811,763 $ 7,198,699 $ 28,414,792 $ (5,205,787) $ 1,797,109 $ (56,914)
2025
Balance at January 1 $ 79,891,974 $ 105,919,710 $ 13,811,763 $ 7,198,699 $ 28,414,792 $ (5,205,787) $ 1,797,109 $ (56,914)
Profit for the year 249,764 249,764
Other comprehensive loss for the year 6(21) (34,446) (2,000,054) (729,330) (2,763,830)
Total comprehensive loss 215,318 (2,000,054) (729,330) (2,514,066)
Appropriation of 2024 earnings: 6(20)
Legal reserve 829,421 (829,421)
Special reserve (3,790,021) 3,790,021
Cash dividends (5,988,844) (5,988,844)
Cash dividends from capital surplus 6(19)(20) (1,996,281) (1,996,281)
Receivables of change in equity of associates in proportion to the Company's ownership 6(19) 3,374 3,374
Receivables of changes in ownership interests in subsidiaries 6(19) (950) (950)
Others 6(19) 50,518 50,518
Balance at December 31 $ 79,891,974 $ 103,976,371 $ 14,641,184 $ 3,408,678 $ 25,601,866 $ (7,205,841) $ 1,067,779 $ (56,914)

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


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INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

Notes 2025 2024
CASH FLOWS FROM OPERATING ACTIVITIES
(Loss) profit before tax $ (1,706,822) $ 6,412,749
Adjustments
Adjustments to reconcile (profit) loss
Depreciation and amortization 6(27) 24,459,111 25,452,824
Net loss (gain) on financial assets or liabilities at fair value through profit or loss 168,046 (491,819)
Compensation cost of share-based payments 6(16)(27) 484
Share of profit of subsidiaries and associates accounted for under equity method (8,171,272) (4,503,314)
Loss on disposal of property, plant and equipment 6(25) 171,697 746,325
Gain on disposal of non-current assets held for sale 6(12)(25) (3,627) (13,867,712)
Gain on disposal of intangible assets 6(25) (94,140) (760,748)
Non-financial asset impairment (gain) loss 6(8) (29) 998,412
Gain on lease modification (30)
Interest income 6(23) (780,987) (1,053,912)
Dividend income 6(24) (104,659) (49,399)
Interest expense 6(26) 604,520 1,040,070
Foreign exchange (gain) loss (404,428) 329,350
Unrealized (loss) profit from sale (49,379) 8,019
Changes in operating assets and liabilities
Changes in operating assets
Financial assets/liabilities at fair value through profit or loss (264,057) 663,872
Accounts receivable 1,784,711 (3,779,659)
Accounts receivable - related parties 1,341,089 885,141
Other receivables (125,869) 333,612
Other receivables - related parties 47,259 164,683
Inventories 2,537,107 (3,702,585)
Prepayments 1,507,937 169,849
Other current assets (88) (127)
Changes in operating liabilities
Accounts payable (3,125,932) 2,454,425
Accounts payable - related parties 2,299,025 1,015,970
Other payables (1,864,819) 516,712
Provisions - current (518,622) (188,297)
Other current liabilities (1,266,229) 1,245,431
Other non-current liabilities (259,198) 52,796
Cash inflow generated from operations 16,180,345 14,093,122
Cash paid for income tax (88,095) (36,922)
Net cash flows from operating activities 16,092,250 14,056,200

(Continued)


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INNOLUX CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

Notes 2025 2024
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through profit or loss $ (211,814) $ (324,149)
Proceeds from disposal of financial assets at fair value through profit or loss 47,649 141,284
Acquisition of investments in equity instruments measured at fair value through other comprehensive income (451,076) (938,874)
Proceeds from disposal of financial assets measured at fair value through other comprehensive income 6(3) 3,199,147
Decrease in financial assets at amortized cost - current 3,089,400 6,501,650
Proceeds from repayments of financial assets at amortized cost 893,594
Increase in investment accounted for under equity method (901,505) (200,000)
Proceeds from capital reduction of investments accounted for under equity method 4
Decrease in refundable deposits 327,373 454,996
Proceeds from disposal of non-current assets held for sale 1,799,530 15,123,758
Acquisition of property, plant and equipment 6(31) (9,612,285) (13,632,118)
Proceeds from disposal of property, plant and equipment 453,572 1,583,096
Acquisition of intangible assets 6(11) (800)
Proceeds from disposal of intangible assets 95,370 66,901
Interest received 797,113 1,083,143
Dividends received 182,638 126,760
Net cash flows (used in) from investing activities (4,384,835) 14,079,192
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings 12,500,000
Repayments of long-term borrowings (24,787,682) (13,045,833)
Increase in other non-current liabilities 1,141,778
Cash paid from capital surplus 6(19)(20) (1,996,281)
Cash dividends paid 6(20) (5,988,844)
Interest paid (546,929) (994,206)
Repayment of the principal portion of lease liabilities (395,044) (545,637)
Cash capital reduction 6(18) (10,888,807)
Others 6(19) 50,518 32,086
Net cash flows used in financing activities (21,164,262) (24,300,619)
Net (decrease) increase in cash and cash equivalents (9,456,847) 3,834,773
Cash and cash equivalents at beginning of year 38,125,403 34,290,630
Cash and cash equivalents at end of year $ 28,668,556 $ 38,125,403

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


Attachment IV

InnoLux Corporation 2025 Earnings Distribution Table

Unit: NT$

Item Amount
Net income after tax of 2025 249,763,528
Deduct: :
Remeasurements of the net defined benefit plan of 2025 34,445,479
Legal reserve 21,531,805
Special surplus reserve (Note) 2,729,384,335
Retained earnings available for distribution as of 2025 (2,535,598,091)
Add :
Unappropriated retained earnings of previous years 25,386,548,590
Unappropriated retained earnings as of December 31, 2025 22,850,950,499
Distribution Item :
Cash dividends of common stock (NT$ 0.5 per share) 3,992,562,569
Unappropriated retained earnings 18,858,387,930

Note: The Company shall set aside a special reserve from the reversal of deduction from shareholders' equity (including Financial statements translation differences of foreign operations, Unrealized gains or loss on financial assets measured at fair value through other comprehensive income) for the current fiscal year.

Chairman:
Managerial Officer:
Chief Accountant:


Attachment V

Comparative table for Amendment to
Procedures for Acquisition or Disposal of Assets

Article No. The Current Article The Amended Article Reasons for Amendment
Article 4 Terms and Definitions
1. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term “forward contract” does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts.
2. Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor Terms and Definitions
1. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term “forward contract” does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts.
2. Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor Amended to reflect the name change of the competent authority.

Article No. The Current Article The Amended Article Reasons for Amendment
(hereinafter “transfer of shares”) under Article 156-3 of the Company Act.
3. Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
4. Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment.
5. Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of board of directors’ resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.
6. Mainland China area investment: Refers to investments in the mainland China area approved by the Investment Commission, Ministry of Economic Affairs or conducted in accordance with the provisions of the Regulations Governing the Approval of Investment or Technical Cooperation in Mainland China.
7. Securities exchange: Domestic securities exchange refers to the Taiwan Stock Exchange (hereinafter “transfer of shares”) under Article 156-3 of the Company Act.
3. Related party or subsidiary: As defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
4. Professional appraiser: Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or equipment.
5. Date of occurrence: Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of board of directors’ resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the competent authority is required, the earlier of the above date or the date of receipt of approval by the competent authority shall apply.
6. Mainland China area investment: Refers to investments in the mainland China area approved by the Department of Investment Review, Ministry of Economic Affairs or conducted in accordance with the provisions of the Regulations Governing the Approval of Investment or Technical Cooperation in Mainland China.
7. Securities exchange: Domestic securities exchange refers to the Taiwan Stock Exchange
  • 49 -

Article No. The Current Article The Amended Article Reasons for Amendment
Corporation (TWSE); foreign securities exchange refers to any organized securities exchange market that is regulated by the competent securities authorities of the jurisdiction where it is located.
8. Over-the-counter venue (OTC venue, OTC): Domestic OTC venue refers to a venue for OTC trading provided by a securities firm in accordance with the Regulations Governing Securities Trading on the Taipei Exchange; foreign OTC venue refers to a venue at a financial institution that is regulated by the foreign competent authority and that is permitted to conduct securities business. Corporation (TWSE); foreign securities exchange refers to any organized securities exchange market that is regulated by the competent securities authorities of the jurisdiction where it is located.
8. Over-the-counter venue (OTC venue, OTC): Domestic OTC venue refers to a venue for OTC trading provided by a securities firm in accordance with the Regulations Governing Securities Trading on the Taipei Exchange; foreign OTC venue refers to a venue at a financial institution that is regulated by the foreign competent authority and that is permitted to conduct securities business.
Article 13 Procedures for Public Disclosure of Information
1. Time Limits for Announcements and Declarations
Where the Company acquires or disposes of assets that fall under the items subject to announcement or the transaction amount reaches the threshold for mandatory announcement and declaration specified in Paragraph 2 of this Article, the Company shall publicly announce and declare the relevant information on the FSC’s designated website within 2 days counting inclusively from the date of occurrence of the event.
2. Items Subject to Announcement and Declaration, and Thresholds (1) Acquisition or disposal of real property or right-of-use Procedures for Public Disclosure of Information
1. Time Limits for Announcements and Declarations
Where the Company acquires or disposes of assets that fall under the items subject to announcement or the transaction amount reaches the threshold for mandatory announcement and declaration specified in Paragraph 2 of this Article, the Company shall publicly announce and declare the relevant information on the FSC’s designated website within 2 days counting inclusively from the date of occurrence of the event.
2. Items Subject to Announcement and Declaration, and Thresholds (1) Acquisition or disposal of real property or right-of-use 1. The Company has established separate Procedures for Financial Derivatives Transactions; therefore, the provisions regarding derivatives in these procedures have been deleted.
2. In accordance with the amendments to the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" issued by the Financial Supervisory Commission on
  • 50 -

Article No. The Current Article The Amended Article Reasons for Amendment
assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20% or more of paid-in capital, 10% or more of the company’s total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
(2) Merger, demerger, acquisition, or transfer of shares.
(3) Losses from derivatives-trading reaching the limits-on aggregate losses or losses-on individual contracts set-out in the procedures-adopted by the Company.
(4) Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches NT$1 billion or more.
(5) Where land is acquired under an arrangement on engaging others to build on the company’s own land, engaging others to build on assets thereof from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20% or more of paid-in capital, 10% or more of the company’s total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
(2) Merger, demerger, acquisition, or transfer of shares.
(3) Where equipment or right-of-use assets thereof for business use are acquired or disposed of, and furthermore the transaction counterparty is not a related party, and the transaction amount reaches 5% or more of the Company’s paid-in capital.
(4) Where land is acquired under an arrangement on engaging others to build on the company’s own land, engaging others to build on July 24, 2015 (Order No. 1140383333), the acquisition or disposal of equipment used for business operations is considered a normal business activity. Considering the principle of materiality in information disclosure, the reporting standards for public announcements have been relaxed.
3. The company's need to improve cash yield through investment in fixed-income bonds for cash flow adjustments, based on considerations of materiality in information disclosure and taking into account the risk attributes of the products, to avoid frequent announcements, has led to a relaxation of the reporting standards for public announcements.
  • 51 -

Article No. The Current Article The Amended Article Reasons for Amendment
rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million.

(6) Where an asset transaction other than any of those referred to in the preceding five subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20% or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances:
1. Trading of domestic government bonds or | rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million.

(5) Trading in government bonds, ordinary corporate bonds, and general financial bonds not involving equity (excluding subordinated bonds) on securities exchanges or at OTC venues, provided that the transaction does not fall under the exceptions listed in the proviso of Subparagraph (6) and the counterparty is not a related party, and the transaction amount reaches 5% or more of the Company’s paid-in capital.

(6) Where an asset transaction other than any of those referred to in the preceding five subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20% or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances:
1. Trading of domestic government bonds or | |

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Article No. The Current Article The Amended Article Reasons for Amendment
foreign government bonds with a credit rating that is not lower than the sovereign rating of Taiwan.
2. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
(7) The amount of transactions under this paragraph shall be calculated as follows.
“Within the preceding year” refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount.
1. The amount of any individual transaction.
2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.
3. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year. foreign government bonds with a credit rating that is not lower than the sovereign rating of Taiwan.
2. Trading of bonds under repurchase and resale agreements, or subscription or redemption of money market funds issued by domestic securities investment trust enterprises.
(7) The amount of transactions under this paragraph shall be calculated as follows.
“Within the preceding year” refers to the year preceding the date of occurrence of the current transaction. Items duly announced in accordance with these Regulations need not be counted toward the transaction amount.
1. The amount of any individual transaction.
2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same transaction counterparty within the preceding year.
3. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of real property or right-of-use assets thereof within the same development project within the preceding year.
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Article No. The Current Article The Amended Article Reasons for Amendment
4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.
3. Announcement and Declaration Procedures
(1) The Company shall announce and declare the relevant information on the website designated by the FSC.
(2) The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by the Company and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information declaration website designated by the FSC by the 10th day of each month.
(3) When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and declared in their entirety within 2 days counting inclusively from the date of knowing of such error or omission.
(4) The Company acquiring or disposing of assets shall keep all relevant contracts, 4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year.
3. Announcement and Declaration Procedures
(1) The Company shall announce and declare the relevant information on the website designated by the FSC.
(2) When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and declared in their entirety within 2 days counting inclusively from the date of knowing of such error or omission.
(3) The Company acquiring or disposing of assets shall keep all relevant contracts,
  • 54 -

Article No. The Current Article The Amended Article Reasons for Amendment
meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the Company, where they shall be retained for 5 years except where another act provides otherwise.

(5) Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and declared in accordance with the preceding article, a public report of relevant information shall be made on the information declaration website designated by the FSC within 2 days counting inclusively from the date of occurrence of the event:
1. Change, termination, or rescission of a contract signed in regard to the original transaction.
2. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.
3. Change to the originally publicly announced and declared information. | meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the Company, where they shall be retained for 5 years except where another act provides otherwise.

(4) Where any of the following circumstances occurs with respect to a transaction that the Company has already publicly announced and declared in accordance with the preceding article, a public report of relevant information shall be made on the information declaration website designated by the FSC within 2 days counting inclusively from the date of occurrence of the event:
1. Change, termination, or rescission of a contract signed in regard to the original transaction.
2. The merger, demerger, acquisition, or transfer of shares is not completed by the scheduled date set forth in the contract.
3. Change to the originally publicly announced and declared information. | |

  • 55 -

Note :

  1. Why the changes are necessary :

The Company's current disclosure thresholds are based on the existing "Guidelines for the Acquisition or Disposal of Assets by Publicly Issued Companies." However, these thresholds no longer adequately reflect the Company's actual operating scale and capital allocation characteristics for the following reasons: :

Appropriateness of Scale : The Company's annual revenue exceeds NT$200 billion. Under current procedures, the disclosure threshold for acquiring or disposing of equipment for business use (with the counterparty not being a related party) is NT$1 billion, while the disclosure threshold for government bonds, ordinary corporate bonds, and general financial bonds not involving equity (excluding subordinated bonds with the counterparty not being a related party) traded on the stock exchange or securities firm's business premises is NT$300 million. Compared to the Company's operating scale, these absolute thresholds represent a negligible proportion (NT$300 million accounts for only about 0.15% of annual revenue; NT$1 billion accounts for about 0.5%). This results in a large number of routine transactions that are not material being publicly disclosed, creating unnecessary administrative burdens and potentially diluting investors' focus on truly strategically significant transactions.

The capital-intensive nature of the display panel industry: The display panel industry is characterized by high capital expenditure, large-scale production equipment, and rapid technological iteration. Transaction amounts for factory construction, production line equipment purchase or replacement often reach billions of dollars, forming a core component of the company's daily capital allocation. The existing disclosure threshold is clearly no longer appropriate for such structurally and periodically occurring capital transactions.

  1. Internal Controls & Board Oversight :

The adjustment to the threshold for public announcements is completely independent of and does not affect the company's internal governance structure and risk control mechanisms. The following internal control mechanisms remain unchanged after this revision. :

The multi-tiered internal review and board approval structure remains unchanged: all asset acquisition cases must proceed sequentially through the feasibility assessment by the lead department, approval by the management department, price inquiry and negotiation or bidding, and be approved layer by layer according to the approval authority guidelines. Transactions under NT$300 million are authorized to be executed by the lead unit; transactions exceeding NT$300 million require the consent of more than half of all members of the audit committee and board approval before proceeding. This multi-tiered authorization structure remains unchanged despite adjustments to the announcement threshold.

The requirements for independent valuation before transactions and the independence of valuers remain unchanged: for transactions amounting to 20% of paid-in capital or NT$300 million or more, a professional valuation report must be obtained in advance; for transactions exceeding NT$1 billion, opinions from at least two independent valuation firms are required. Valuers and transaction parties must not be related parties to each other to ensure objective and fair valuation. The aforementioned mandatory valuation obligations and independence requirements are not affected by this revision.

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  1. Impact on Balance of Power

This revision does not substantially alter the power balance among shareholders, the board of directors, and management for the following reasons. :

Shareholder rights remain unchanged: The amendment to this procedure itself requires the consent of more than half of all members of the Audit Committee, then approval by the Board of Directors and submission to the Shareholders' Meeting for approval, reflecting the shareholders' awareness and oversight of this adjustment. Furthermore, for any major transactions that require shareholder authorization under the Company Law or the Company's Articles of Association, the amendment will still require a shareholder resolution in accordance with the law, and shareholders' voting rights will remain completely unaffected.

The board's oversight role remains unchanged: the internal approval thresholds for transactions at all levels remain unchanged, and management is prohibited from bypassing the board to make decisions simply because the disclosure threshold has been raised. The disclosure threshold and the internal authorization threshold are two independent and parallel mechanisms; adjustments to the former do not affect the latter.

The decision-making space of management has not been substantially expanded: This revision only optimizes the administrative procedures for external information announcements. The decision-making space of management is still subject to the approval authority stipulated in Article 7 and the supervision of the board of directors.

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Attachment VI

Proposal to transfer shares to employees at less than the average actual share repurchase price relevant explanations

In accordance with Article 10-1 of the Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies, the following matters shall be disclosed:

I. The agreed transfer price, discount rate, basis of calculation, and rationale:

  1. The actual transfer price is NT$6.99, which is 50% of the average price (NT$13.98) at which the shares were actually repurchased.

  2. The Company uses total shareholder return (TSR) as the performance indicator, as explained below:

(1) The peer benchmark list includes AUO, HannStar, Giantplus, LG Display, BOE, TCL Technology, and Tianma Microelectronics. The TSR calculation shall cover the total of stock price appreciation and cash dividends during the vesting period.

(2) As of the end of the quarter preceding the execution of the proposal to transfer treasury stock to employees at less than the average actual share repurchase price, the Company must rank at or above the 50th percentile of the aforementioned peer benchmark list, based on performance over the past year, to be considered reaching the standard. For talent retention purposes, employees are also required to meet individual performance targets and complete two years of service.

(3) Should adjustments be required to the list of peer companies, or should performance indicators need to be revised due to significant impacts on the industry caused by international situations, such adjustments/revisions shall be made following deliberation by the Company’s Remuneration Committee and approval by the Board of Directors.

  1. The discount rate is determined by taking into account market price fluctuations, the Company’s financial condition, and the objective of retaining talent; it does not impair the interests of the Company or its shareholders and is therefore reasonable.

II. Number of shares to be transferred, purpose, and rationale:

  1. Number of shares to be transferred: 4,072,200 shares.

  2. Purpose: To motivate employees and enhance employee cohesion.

  3. Rationale: The proposed transfer of 4,072,200 shares to employees represents 0.05% of the issued shares, which complies with relevant laws and regulations. The purpose of the transfer is to motivate employees and retain talents, which is also reasonable.

  4. 58 -


III. Eligibility criteria for employees and number of shares available for subscription:

  1. Eligibility criteria for employees: To be handled in accordance with Article 4 of the Company's Regulations on the Transfer of Repurchased Shares to Employees. Retain outstanding employees from a global operational perspective and leverage group synergies through resource integration. In addition, the operating performance of each controlled subsidiary is included in the Company's consolidated financial statements. Therefore, transferring treasury shares to employees of subsidiaries in which the Company directly or indirectly holds more than 50% of the voting shares serves to motivate their work enthusiasm, improve the Company's performance, and further strengthen the Group's overall operational performance.

  2. Number of shares available for subscription: To be handled in accordance with Article 5 of the Company's Regulations on the Transfer of Repurchased Shares to Employees.

IV. Impact on shareholders' equity:

  1. Potential amount to be expensed and dilution of the Company's earnings per share:

Based on the closing price of NT$27.8 on the day prior to the 5th Meeting of the Company's 10th Board of Directors (March 10, 2026) and the transfer price of NT$6.99, the potential amount to be expensed is about NT$84,742 thousand (the actual amount to be expensed shall be calculated separately in accordance with relevant accounting standards at that time); The diluted earnings per share is calculated by dividing the potential amount to be expensed by the Company's outstanding shares (result: 1.06%).

  1. Explanation of the financial burden on the Company resulting from transferring shares to employees at less than the average actual share repurchase price:

The average repurchase price per share for the Company's completed treasury stock repurchase was NT$13.01, with a total of 50,000,000 shares repurchased, totaling NT$650,415,681. Following cash capital reductions in 2022, 2023, and 2024, 7,567,800 shares were canceled and the capital reduction amount was NT$75,678 thousand, which was recorded as reduction in the cost of treasury stock, and the average repurchase price was adjusted to NT$13.98. If calculated based on the transfer of 4,072,200 shares to employees at NT$6.99 per share, the resulting cash outflow amounts to NT$28,449 thousand.

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Attachment VII

Propose issuance of 2026 Restricted Stock Awards (RSA) relevant explanations

In accordance with Article 267 of the Company Act and the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the Company intends to issue restricted stock awards for 2026. The relevant matters are described as follows:

I. Total Issuance Amount:

  1. NT$570,000 thousand, with a par value of NT$10 per share, totaling 57,000,000 common shares.
  2. Within one year from the date of approval by the shareholders’ meeting, the Company may file declarations with the competent authority in tranches. The shares may be issued in a single or multiple tranches within two years from the date the approval notification of the effective registration from the competent authority arrives, based on actual needs; the actual issuance date and relevant operational matters shall be determined by the Chairman as authorized by the Board of Directors.

II. Issuance Terms:

  1. Issue price:

(1) Proposed to be granted free of charge: 28,500,000 shares.
(2) Proposed for paid subscription: 28,500,000 shares, at NT$10 per share.

  1. Vesting conditions:

After employees are granted or subscribe to restricted stock awards, from the capital increase record date (i.e., the issuance date), provided they remain employed or on unpaid leave upon the expiration of each vesting period, have fully complied with the Code of Conduct, and have never violated the Company’s service agreement, integrity and intellectual property agreement, work rules, contracts with the Company, or Company regulations, and have achieved the individual performance indicators and corporate operational indicators set by the Company, as follows:

(1) Personal Performance Indicators: The results of the most recent annual personal performance evaluation upon the expiration of each vesting period must be “B” or “G” grade or higher, or other performance agreements must be met.
(2) Corporate Operational Indicators: This proposal uses total shareholder return (TSR) as the performance indicator. The Company’s peer benchmark list includes AUO, HannStar, Giantplus, LG Display, BOE, TCL Technology, and Tianma Microelectronics. The TSR calculation shall cover the total of stock price appreciation and cash dividends during the vesting period. Based on the performance of the most recent year prior to the expiration of each vesting period, the Company must reach the 50th percentile (inclusive) or higher among the aforementioned peers to be considered as having met the target.

  • 60 -

(3) When both points (1) and (2) above are achieved, the maximum percentage of shares that may vest upon the expiration of each period is as follows:

End of Year 1: 20% of the granted/subscribed shares vested

End of Year 2: 40% of the granted/subscribed shares vested

End of Year 3: 40% of the granted/subscribed shares vested

  1. If an employee fails to meet the vesting conditions or in the event of inheritance, unvested shares shall be handled as follows:

If an employee fails to meet the vesting conditions, for shares granted free of charge, the Company shall recover all such shares without consideration and cancel them; for those subscribed for a fee, the Company shall repurchase all such shares at the original subscription price and cancel them; in exceptional circumstances (including but not limited to inheritance), the matters shall be handled in accordance with the Regulations for the Issuance of Restricted Stock Awards for 2026.

III. Employee Eligibility and Share Grant/Subscription Quantities:

  1. Regular full-time employees of the Company as of the granting date, as well as full-time employees and consultants of subsidiaries (including overseas subsidiaries) in which the Company directly or indirectly holds more than 50% of the voting shares. (Consultants refer to fixed-term contract personnel who perform special or project-based tasks assigned by the Company and receive compensation.)

  2. The number of shares an employee may be granted or subscribe to shall be determined by the Company based on factors such as seniority, position, job grade, performance evaluation, overall contribution, special achievements, or other management needs, as well as the Company's operational requirements and business development strategies. After approval by the Chairman, the proposal shall be submitted to the Board of Directors for resolution. However, if the employee granted or subscribing for shares holds the position of a director or manager, the proposal must first be submitted to the Remuneration Committee for review; if the employee is not a manager, it must first be submitted to the Audit Committee for review.

  3. Issuance Restrictions:

The maximum number of shares granted to or subscribed by a single employee shall be handled in accordance with relevant laws and regulations.

IV. Reasons for Issuing Restricted Stock Awards:

  1. To attract and retain key excellent talents, enhance employee cohesion and long-term commitment, align employees' interests with those of the Company, and jointly create value for the Company and its shareholders. The display panel industry in which the Company operates is highly competitive, and the talent market features frequent cross-border mobility; cash compensation alone is insufficient to effectively align employees' long-term interests with those of the Company. Granting restricted stock awards allows employees to share in the Company's long-term value growth and serves as a necessary means to attract and retain competitive talents.

  2. 61 -


  1. Retain outstanding employees from a global operational perspective and leverage group synergies through resource integration. In addition, the operating performance of each controlled subsidiary is included in the Company's consolidated financial statements. Therefore, transferring restricted stock awards to employees of subsidiaries in which the Company directly or indirectly holds more than 50% of the voting shares serves to motivate their work enthusiasm, improve the Company's performance, and further strengthen the Group's overall operational performance.

  2. Selection Criteria for Subsidiary Employees: Grant recipients are limited to positions that make significant contributions to the Group's overall operations, including managerial roles with strategic functions and key technical personnel. For those in managerial positions, the Remuneration Committee shall review the nomination lists submitted by each subsidiary; for non-managerial personnel, the Audit Committee shall review such lists, in order to ensure that grant recipients are directly linked to the Company's long-term value creation.

  3. Reasons for including consultants and conflict of interest management: Certain consultants who have been deeply involved in the Company's core business over the long term have a substantial impact on the Group's overall competitiveness through the nature and effectiveness of their services. To strengthen alignment with the Company's long-term interests and enhance the continuity of service quality, eligible consultants are included as grant recipients. To ensure that consultants' shareholdings do not affect the objectivity of their advice, the Company's Remuneration Committee will conduct case-by-case reviews of consultants' eligibility for grants and potential conflicts of interest, and will require consultants to disclose their shareholdings when necessary.

  4. Rationality of the grant scale: The total grant quantity for subsidiary employees and consultants shall not exceed 5% of the total number of restricted stock awards issued in this offering. The degree of dilution of shareholders' equity is controllable and commensurate with the benefits of strengthening the Group's overall competitiveness.

V. Potential Amount to be Expensed, Dilution of the Company's Earnings per Share, and Other Impacts on Shareholders' Equity:

  1. Potential amount to be expensed: Based on the issue price, quantity, and the Company's average closing price of NT$27.8 per share on the day prior to March 10, 2026, the total amount to be expensed is about NT$1,299,600 thousand.

  2. If the shares are issued in August 2026, based on the aforementioned assumptions and estimations and vesting conditions, the estimated amounts to be expensed for the years 2026 through 2029 are about NT$288,800 thousand, NT$584,820 thousand, NT$324,900 thousand, and NT$101,080 thousand, respectively. Based on the Company's current number of shares outstanding, the estimated impacts of the amounts to be expensed on earnings per share for the years 2026 through 2029 are about NT$0.0361, NT$0.0732, NT$0.0407, and NT$0.0127, respectively.

  3. The Company anticipates that retaining excellent talents and making long-term investments over the coming years will contribute to operational stability and growth. Based on a

  4. 62 -


comprehensive assessment, the impact of this proposal on shareholders' equity is expected to result in limited short-term dilution but promising long-term benefits, and is therefore deemed reasonable.

VI. Other Significant Stipulations:

  1. Restricted stock awards issued by this proposal shall be handled via stock trust or escrow.
  2. Prior to meeting the vesting conditions, the shares carry rights to allocate dividends and stocks but do not carry rights to subscribe for shares in capital increases. The rights and obligations such as attendance, proposals, speaking, and voting at shareholders' meetings are the same as the Company's issued common shares and shall be executed in accordance with the trust/escrow agreement.
  3. Prior to meeting the vesting conditions, employees shall not sell, pledge, transfer, gift, encumber, or otherwise dispose of their restricted stock awards.

VII. Other Matters to be Stated:

  1. If, during the proposal review period, the competent authority requires amendments to the issuance and subscription regulations, the Chairman is hereby authorized to amend such regulations at the request of the competent authority during the review period to ensure the timely approval of the proposal. However, such amendments must still be ratified by the Board of Directors prior to issuance.
  2. Any matters not addressed herein shall be amended or implemented by the Board of Directors in accordance with applicable laws, unless otherwise stipulated by legal requirements.

  3. 63 -


Attachment VIII

InnoLux Corporation

Regulations for the Issuance of Restricted Stock Awards for 2026

Formulated on March 10, 2026

Article 1 Purpose of Issuance:

In order to attract and retain the talent required by Innolux Corporation (hereinafter referred to as the "Company"), to motivate employees, and to enhance employee loyalty to jointly create benefits for the Company and its shareholders, these "Regulations for the Issuance of Restricted Stock Awards for 2026" (hereinafter referred to as the "Regulations") are hereby formulated in accordance with Article 267 of the Company Act and the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers" (hereinafter referred to as the "Issuance Regulations").

Article 2 Issuance Period:

The shares may be issued in a single or multiple tranches within two years from the date the notification of the effective registration from the competent authority arrives, based on actual needs; the actual issuance date and relevant operational matters shall be determined by the Chairman as authorized by the Board of Directors.

Article 3 Employee Eligibility and Grant/Subscription Quantities:

  1. Employees eligible under these Regulations include regular full-time employees of the Company as of the granting date, as well as full-time employees and consultants of subsidiaries (including overseas subsidiaries) in which the Company directly or indirectly holds more than 50% of the voting shares. (Consultants refer to fixed-term contract personnel who perform special or project-based tasks assigned by the Company and receive compensation.)

  2. The number of shares an employee may be granted or subscribe to shall be determined by the Company based on factors such as seniority, position, job grade, performance evaluation, overall contribution, special achievements, or other management needs, as well as the Company's operational requirements and business development strategies. After approval by the Chairman, the proposal shall be submitted to the Board of Directors for resolution. However, if the employee granted or subscribing for shares holds the position of a director or manager, the proposal must first be submitted to the Remuneration Committee for review; if the grantee is not a manager, it must first be submitted to the Audit Committee for review. The maximum number of shares granted to or subscribed by a single employee shall be handled in accordance with relevant laws and regulations.

  3. Employees who fail to subscribe and pay within the subscription deadline shall be deemed to have waived their rights. Any remaining unsubscribed shares shall be consolidated into subsequent issuance tranches, and, depending on the subscriber's position, submitted to the Audit Committee or Remuneration Committee for review before being reported to the Board of Directors for resolution.


Article 4 Total Issuance Amount and Type of Shares:

The total par value of the restricted stock awards issued under these Regulations is NT$570,000,000. The type of shares issued is common stock with a par value of NT$10 per share, totaling 57,000,000 shares, of which:

  1. Proposed to be granted free of charge: 28,500,000 shares.
  2. Proposed for paid subscription: 28,500,000 shares, at NT$10 per share.

Article 5 Vesting Conditions:

After employees are granted or subscribe to restricted stock awards under these Regulations, from the capital increase record date (i.e., the issuance date), provided they remain employed or on unpaid leave upon the expiration of each vesting period, have fully complied with the Code of Conduct, and have never violated the Company’s service agreement, integrity and intellectual property agreement, work rules, contracts with the Company, or Company regulations, and have achieved the individual performance indicators and corporate operational indicators set by the Company, as follows:

  1. Personal Performance Indicators: The results of the most recent annual personal performance evaluation upon the expiration of each vesting period must be “B” or “G” grade or higher, or other performance agreements must be met.
  2. Corporate Operational Indicators: Total Shareholder Return (TSR) shall serve as the performance indicator. The Company’s peer benchmark list includes AUO, HannStar, Giantplus, LG Display, BOE, TCL Technology, and Tianma Microelectronics. The TSR calculation shall cover the total of stock price appreciation and cash dividends during the vesting period. Based on the performance of the most recent year prior to the expiration of each vesting period, the Company must reach the 50th percentile (inclusive) or higher among the aforementioned peers to be considered as having met the target.
  3. When both points 1 and 2 above are achieved, the maximum percentage of shares that may vest upon the expiration of each period is as follows:

End of Year 1: 20% of the granted/subscribed shares.

End of Year 2: 40% of the granted/subscribed shares.

End of Year 3: 40% of the granted/subscribed shares.

Article 6 Restrictions on Shares Before Vesting:

  1. Restricted stock awards issued by the Company shall be handled via stock trust or escrow. Before the vesting conditions specified in the preceding article are met, employees may not request the trustee to return the shares for any reason or in any manner. Restricted stock awards granted or subscribed to under these Regulations may not be sold, pledged, transferred, gifted, encumbered, or disposed of in any other manner.
  2. Before vesting, employees are entitled to receive cash and stock dividends but do not have the right to participate in cash capital increases. However, such dividends shall be held in the trust/escrow account and delivered to the employee only after vesting conditions are met. If a non-vesting event as described in Article 7 occurs, the associated cash dividends, stock dividends, and cash capital reductions shall also be deemed unvested; the Company shall recover and cancel such cash or shares.

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  1. Voting Rights at Shareholders’ Meetings: Rights and obligations such as attendance, proposals, speaking, and voting at shareholders’ meetings are the same as the Company’s issued common shares and shall be executed in accordance with the trust/escrow agreement.

Article 7 Measures for Failure to Meet Vesting Conditions:

  1. For those granted or subscribing to restricted stock awards under these Regulations, if the vesting conditions regarding performance are not met upon the expiration of the periods specified in Article 5, for shares granted free of charge, the Company shall recover all such shares without consideration and cancel them; for shares subscribed for a fee, the Company shall repurchase all such shares at the original subscription price and cancel them.

  2. Resignation, Severance under Article 11, Paragraph 5 of the Labor Standards Act, or Dismissal:

For unvested shares, shares granted free of charge shall be recovered by the Company without consideration and canceled; shares subscribed for a fee shall be repurchased by the Company at the original subscription price and canceled.

  1. Retirement or Severance under Article 11, Paragraphs 1 to 4 of the Labor Standards Act:

(1) The rights and obligations of unvested shares remain unaffected, and personal performance shall be deemed as meeting the target, to be handled in accordance with Article 5. However, if any of the following are violated, the aforementioned shares shall be deemed as failing to meet vesting conditions and handled according to Paragraph (I) of this Article:

A. The individual has never engaged in any matters competing with the Company or its subsidiaries, including but not limited to joining a competing company, providing any services competing with the Company or its subsidiaries, or hiring, inducing, or attempting to induce any employees of the Company or its subsidiaries to engage in services competing with the Company or its subsidiaries.

B. The individual has never violated the mutual labor contract termination agreement or relevant agreements and stipulations upon termination.

(2) Exemptions for the aforementioned individual cases shall be approved by the Chairman.

  1. Unpaid Leave:

The rights and obligations of unvested shares remain unaffected; however, in addition to meeting the vesting conditions stipulated in Article 5 of these Regulations, the actual number of shares that may vest shall be calculated proportionally based on the actual number of days worked, excluding the period of unpaid leave, prior to the expiration of each respective vesting period (rounded to the nearest whole number). Regarding the aforementioned unvested shares, for those granted free of charge, the Company shall recover all such shares without consideration and cancel them; for those subscribed for a fee, the Company shall repurchase all such shares at the original subscription price and cancel them.

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  1. Transfer:

For employees assigned by the Company or its subsidiaries to be transferred to other subsidiaries or affiliates, the rights and obligations of unvested shares remain unaffected; however, the vesting conditions stipulated in Article 5 of these Regulations must still be met, and the individual must remain employed on the expiration date of each respective vesting period.

  1. Death or Disability due to Occupational Injury Resulting in Inability to Continue Employment:

(1) If a grantee dies before the vesting conditions are met, the unvested shares shall be deemed fully vested as of the date of death. The trustee shall handle the transfer of shares in accordance with the Company’s notice and the provisions of the trust agreement. The aforementioned transfer is a formal registration process for the shares; the ultimate ownership of rights shall still be determined in accordance with the Succession Chapter of the Civil Code and relevant laws. Heirs must still complete the rights transfer and registration procedures in accordance with the Succession Chapter of the Civil Code, the “Regulations Governing the Administration of Shareholder Services of Public Companies,” and other relevant laws and regulations.

(2) For those who become disabled due to occupational injury and are unable to continue employment, the rights and obligations of unvested shares shall remain unaffected, individual performance shall be deemed as having met the target, and it shall be handled according to each vesting period in Article 5.

  1. Other Circumstances:

Any special circumstances or other unstated terminations or adjustments of the employment relationship shall be approved by the Chairman.

Article 8 Taxation:

The shares granted to or subscribed by the employee or their heirs under these Regulations, and any related taxes, shall be handled in accordance with the tax laws of the Republic of China and other relevant regulations.

Article 9 Confidentiality and Restrictive Clauses:

  1. After being granted or subscribing to restricted stock awards under these Regulations, employees shall strictly comply with the Company’s salary confidentiality regulations and shall not inquire about others’ or disclose the content and quantity of their own restricted stock awards granted or subscribed; in the event of a violation, the Company may impose disciplinary action based on the severity of the violation.

  2. After being granted or subscribing to restricted stock awards under these Regulations, if an employee commits gross negligence in violation of the Company’s labor contract or work rules, the Company may impose disciplinary action based on the severity of the violation and deem a portion or all of the restricted stock awards granted to or subscribed by the employee as failing to meet vesting conditions, and shall recover and cancel such shares.

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Article 10 Implementation Rules:

Relevant procedures regarding the list of employees for the grant or subscription of restricted stock awards, signatures, and detailed operational timelines shall be separately notified to the grantees by the Company’s executing unit.

Article 11 Other Significant Stipulations:

  1. These Regulations shall be implemented upon the approval of a majority of the directors present at a board meeting attended by at least two-thirds of the total directors, followed by submission to and effective registration with the competent authority. If revisions are required due to the requirements of the competent authority during the review process, the Chairman is authorized to amend these Regulations, which shall then be submitted to the Board of Directors for subsequent ratification prior to issuance.

  2. During the period when restricted stock awards are held in trust/escrow, the Company or a person designated by the Company shall act as the full agent of the employee to conduct (including but not limited to) the negotiation, signing, amendment, extension, rescission, and termination of the trust/escrow agreement, as well as instructions for the delivery, utilization, and disposal of the trust/escrow property.

  3. Any matters not addressed herein shall be amended or implemented by the Board of Directors in accordance with applicable laws, unless otherwise stipulated by legal requirements.

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Appendix I

InnoLux Corporation
Rules of Shareholders’ Meeting

Article 1
To establish a strong governance system and sound supervisory capabilities for the shareholders’ meetings of the Company, and to strengthen management capabilities; these Rules are adopted pursuant to Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies.

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

Article 3
(Convening shareholders meetings and shareholders meeting notices)

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

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

The Company shall prepare electronic versions of the shareholders’ meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders’ meeting or before 15 days before the date of a special shareholders’ meeting. The Company shall prepare electronic versions of the shareholders’ meeting agenda and supplemental meeting materials and upload them to the MOPS before 30 days before the date of the regular shareholders’ meeting or before 15 days before the date of the special shareholders’ meeting. In addition, before 15 days before the date of the shareholders’ meeting, the Company shall also have prepared the shareholders’ meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby.

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

  1. For physical shareholders meetings, to be distributed on-site at the meeting.
  2. For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
  3. For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.

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

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

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

A shareholder holding one percent (1%) or more of the total number of issued shares may submit to the Company a proposal for discussion at a regular shareholders’ meeting. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging the Company to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.

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

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

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

Article 4 (To appoint a proxy to attend a shareholders’ meeting and authorization)

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

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

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

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

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

The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 09:00 A.M. and no later than 03:00 P.M. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

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

Article 6 (Preparation of documents)

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

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.

Shareholders shall attend shareholders meetings based on sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.

Attending shareholders and proxies may hand in a sign-in card in lieu of signing in; the number of shares in attendance shall be calculated according to the shares indicated by the sign-in cards handed in.

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

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

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


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Article 7

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

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

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

If a shareholders’ meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

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

Article 8

(Documentation of a shareholders’ meeting by audio or video)

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

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

Where a shareholders meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end. The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.

Article 9

(The calculation of attending shares of shareholders’ meeting, and convening meetings)

Attendance at shareholders’ meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual shareholders meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders’ meeting shall be convened within one month. In the event of a virtual shareholders’ meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 6.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act.

Article 10

(Discussion of proposals)

If a shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting.


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

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders' meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting. The shareholders cannot designate another person to serve as chair and continue the meeting in the same or other place after the meeting is adjourned. The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote.

Article 11 (Shareholder speech)

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

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

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

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

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

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

Article 12 (Calculation of voting shares and recusal system)

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

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

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

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

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

Article 13 (Vote on the proposals, vote monitoring and vote counting)

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

When the Company convenes a shareholders' meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders' meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary

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motions and amendments to original proposals of that meeting; it is therefore advisable that the Company shall avoid the submission of extraordinary motions and amendments to original proposals.

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

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

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

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

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

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

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

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

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

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

The reporting items and non-proposals shall not be put to discussion or resolution.

(Election items)

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

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

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Article 16 (Meeting minutes and signing items)

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

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

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

Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes. When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online.

Article 17 (Public disclosure)

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

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

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

Article 18 (Maintaining order at the meeting place)

Staff handling administrative affairs of a shareholders’ meeting shall wear identification cards or arm bands. The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear identification cards or armbands bearing the word "Proctor."

At the place of a shareholders’ meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing. When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 19 (Recess and resumption of a shareholders’ meeting)

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

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

A resolution may be adopted at a shareholders’ meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

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Article 20 (Disclosure of information at virtual meetings)

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

Article 21 (Location of the chair and secretary of virtual-only shareholders meeting)

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

Article 22 (Handling of disconnection)

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

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

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

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

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

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

Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

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

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

Article 23 (Handling of digital divide)

When convening a virtual-only shareholders meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.

Article 24 All matters not fully provided for in these Rules shall be in accordance with the provisions of the Company Act and other related laws and regulations.

Article 25 The Rules shall be enforced by resolution of shareholders' meeting; the same shall apply to any amendment hereto.

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Appendix II

Articles of Incorporation of InnoLux Corporation

Chapter I General Provisions

Article 1 The Company is organized under the provisions of company limited by shares in accordance with the Company Act and is named "群創光電股份有限公司". The English name of the Company is Innolux Corporation.

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

(1) CC01080 Electronic Parts and Components Manufacturing
(2) F401010 International Trade
(3) CC01010 Electric Power Supply, Electric Transmission and Power Distribution Machinery Manufacturing
(4) CC01090 Batteries Manufacturing
(5) IG03010 Energy Technical Services
(6) CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing
(7) I501010 Product Designing
(8) CF01011 Medical Materials and Equipment Manufacturing
(9) CB01010 Machinery and Equipment Manufacturing
(10) CE01030 Photographic and Optical Equipment Manufacturing
(11) CQ01010 Die Manufacturing
(12) E603050 Cybernation Equipments Construction
(13) E604010 Machinery Installation Construction
(14) I301010 Software Design Services
(15) C901020 Glass and glass made products manufacturing
(16) C801100 Synthetic Resin & Plastic Manufacturing
(17) C805070 Strengthened Plastic Products Manufacturing
(18) C801990 Other Chemical Materials Manufacturing
(19) ZZ99999 The Company may conduct business other than those specified ones, as long as such business is not prohibited or restricted by laws or regulations.

(No 15 to 19 are limited to done within the Science Park)

{To research, develop, design, manufacture and sell the products as follows:

  1. TFT-LCD panel
  2. LCD module
  3. LTPS TFT-LCD panel and module
  4. OLED panel and module
  5. Touch panel and its parts
  6. LED backlight source
  7. Thin Film Solar Cells, module and system
  8. Wafers, cells and module of Silicon Wafers Solar Cells
  9. Liquid Crystal Display and its system
  10. Mobile Display Module
  11. Color Filter
  12. Low temperature poly-silicon -Si Thin Film Transistors: LTPS TFT LCD
  13. Amorphous silicon: a-Si TFT LCD and system
  14. TFT liquid crystal module automatic assembly equipment
  15. The import and export trade business in relation to the above-mentioned products
  16. Semiconductor foundry business in assembly and test}

Article 3 The Company's head office is located in the Hsinchu Science Park. If necessary, the Company may establish branch offices in Taiwan and abroad by resolution of the Board of Directors and approval of the competent authorities.

Chapter II Shares

Article 4 The registered capital of the Company shall be one hundred and twenty billion (NT$120,000,000,000), divided into eleven billion (12,000,000,000) shares (of which 500 million to be reserved for the use of employees' share subscription warrants), and may issue special shares, with a par value of ten New Taiwan Dollars, to authorize Board of Directors at their discretion to issue separately ordinary shares or special shares.


Article 4-1

The rights, obligations and other main issue conditions regarding the issued registered Class A convertible special/preferred shares are as follows:

  1. The dividend rate is 3.8% per annum which shall be calculated based on the actual issue price and will be distributed in cash once a year, and after the ratification of financial statements by annual shareholders’ meeting, the board of directors will set a record date for the distribution of dividend to be entitled in last year. Dividend entitled in issuance year and buyback year shall be calculated and distributed based on the number of actual issue days.

  2. In the year that the Company has earned surplus after it makes payment of taxes, makes up losses, and set aside legal profit reserve and special reserve, the Class A shareholders of Class A convertible special shares shall have preferential right to distribution of special/preferred shares’ dividends for the remaining sum. In addition to the special/preferred shares’ dividends above, the shareholders of special/preferred shares shall not participate in the allocation of other surplus of the Company.

  3. In the years that the Company has no surplus earnings or the surplus earnings is not sufficient for distribution of all dividends to Class A special shares, undistributed and insufficient dividends of such year shall be made up preferentially based on compound interest in the following year in which the Company has surplus earnings, together with the dividends of that year. But upon the expiration of issuance period, the accumulated outstanding dividends of special/preferred shares shall be made up at a time on the expiration of issuance period.

  4. The issuance period of special/preferred shares is three years, at maturity these special/preferred shares will be redeemed in cash at a time based on issue price plus accumulated outstanding dividends. In case when the expiration date comes the Company is unable to redeem all or partial of special/preferred shares due to objective causes or force majeure, the rights attached to unredeemed special/preferred shares shall be still in accordance with issue conditions of this Issuance Rules until the Company completes all redemption, and the dividends will be calculated upon the original dividend rate during the actual extended period.

  5. The shareholders of special/preferred shares may convert their special/preferred shares into ordinary shares with the same number of shares in accordance with “Issuance and Conversion Rules of Class A Registered Convertible Special Shares” determined by the Board of directors at the time of issue. In that current year that special/preferred shares converted, such shareholder shall not be entitled to participate in the allocation of special/preferred shares’ dividends.

  6. This special/preferred shares’ right to allocation of residual assets shall rank before that of ordinary shares, to the extent that dissolution preference shall not exceed the total issuance amount.

  7. The shareholders of special/preferred shares are not entitled to vote or to elect directors in a general meeting of shareholders; but such shareholders can be elected as director.

  8. When the Company capitalizes its capital reserve derived from cash capital increase of ordinary shares at a premium, the shareholders of special/preferred shares shall not participate in the allocation of such capitalization of capital reserve. But when the Company capitalizes its capital reserve derived from special/preferred shares issued at premium, the shareholders of special/preferred shares may allocate jointly with shareholders of ordinary shares in proportion to their respective shareholding.

  9. The board of directors is authorized to determine “Issuance and Conversion Rules of Class A Registered Convertible Special Shares” at the time of actual issuance for governing other related matters.

Article 4-2

For the issuance of employee stock option of the Company at a price less than market price, such issuance shall be in accordance with “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” and shall be adopted by a resolution of shareholders’ meeting.

If the Company transfers the buyback shares to its employees at a price less than average price of actual buyback price, such transfer shall be in accordance with related regulations and shall be adopted by a resolution of its latest shareholders’ meeting.

The Company’s bought-back treasury shares are assigned or transferred to subsidiary company employees meeting specific requirements. The Board of Directors are delegated to decide such requirements and methods of transfer.

The Company’s share subscription warrants are entitled to subordinate company employees meeting specific requirements. The Board of Directors are delegated to decide such requirements and issuance methods.

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When the Company issues new share, the new shares are entitled to subsidiary company employees meeting specific requirements. The Board of Directors are delegated to decide such requirements and methods of obtaining.

The Company’s restricted stocks are entitled to subsidiary company employees meeting specific requirements. The Board of Directors are delegated to decide such requirements and distribution methods.

Article 5
The total amount of investment of the Company shall not be subject to the restrictions of 40% of the amount of its own paid-in capital under Article 13 of the Company Act.

Article 6
The Company may be exempted from printing any share certificate for the shares issued, but shall appoint a centralized securities custody enterprise/institution to make recordation of the issue of such shares.

Article 7
The shareholder services of the Company shall be coped with in accordance with “Regulations Governing the Administration of Shareholder Services of Public Companies” proclaimed by the competent authority.

Chapter III Shareholders’ Meeting

Article 8
Shareholders' meeting of the Company shall be of the following two kinds:

  1. Regular meeting of shareholders: shall be convened within six months after close of each fiscal Year.
  2. Special meeting of shareholders: to be held when necessary.

Article 8-1
The Company’s shareholders’ meeting may be held by means of visual communication network or other methods promulgated by the central competent authority.

In case a shareholders’ meeting is proceeded via visual communication network, the shareholders taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.

Article 9
The Chairperson of the Company shall act as the chairperson of the shareholders’ meeting. In case the chairperson of the board of directors is on leave or absent or cannot exercise his/her power and authority for any cause, he/she shall designate one of the directors to act on his/her behalf. In the absence of such a designation by the Chairperson, the directors shall elect from among themselves an acting chairperson of the board of directors.

Article 10
In case a shareholder is unable to attend shareholders’ meeting for any cause, a shareholder may appoint a proxy to attend a shareholders' meeting on his/her/its behalf by executing a power of attorney printed by the company stating therein the scope of power authorized to the proxy.

Unless as prescribed in the Company Act, the rules for the shareholder to appoint a proxy to attend the shareholders' meeting shall be in accordance with “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies”

Article 11
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.

Chapter IV Directors, Audit Committee and Managerial Personnel

Article 12
The Company shall have five to nine directors for a term of three years. The candidates’ nomination system is adopted by the Company, the directors shall be elected by shareholders’ meeting from the roster of candidates, and he/she may be eligible for re-election. The number of directors shall be decided by the board of directors.

Among of the number of directors above, at least three of which shall be independent directors, and not less than one-third of the total number of directors.

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

Article 13
The board of directors is organized by directors, having their duties and powers as follows:

  1. To compile operating plans
  2. To submit the surplus earning distribution or loss off-setting proposals
  3. To submit capital increase or decrease proposal
  4. To compile the important by-laws and organization rules of the Company
  5. The appointment or discharge of general manager
  6. To approve the execution of the important contracts
  7. To check and ratify the purchase and disposal of the important assets of the Company

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  1. To establish or dissolve branches
  2. To compile the budget and final accounting
  3. Other authorities under the Company Act or resolutions of shareholders' meeting.

The Company may purchase liability insurance for its directors within the term and the for the compensation liability incurred from and within he/her business scope.

Article 13-1 The remuneration of directors shall be determined by the board of directors according to their participation level and contribution value, and shall compare standard of the same industry. However, in no event shall the total payment per month exceed NT$ 500,000.

Article 13-2 In calling a meeting of the board of directors, a notice shall be given to each director no later than 7 days prior to the scheduled meeting date in writing, by way of electronic methods or facsimile. In the case of emergency, the meeting may be convened at any time.

Article 14 The board of directors shall elect a chairperson from among the directors by a majority vote at a meeting attended by over two-thirds of the directors. The chairperson represents the Company externally.

Article 14-1 The board of directors may institute a position of vice-chairperson who shall be elected from among the directors by a majority vote at a meeting attended by over two-thirds of the directors.

Article 15 A meeting of board of directors shall, unless otherwise provided for in the Company Act, be convened by the chairperson of the board of directors. Unless otherwise provided for in the Company Act, resolutions of the board of directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors.

Article 16 The chairperson shall preside the meeting of the board of directors; in case the chairperson of the board of directors is on leave or absent or cannot exercise his/her power and authority for any cause, the chairperson of the board of directors shall designate one of the directors to act on his/her behalf. In the absence of such a designation by the chairperson, the directors shall elect from among themselves an acting chairperson of the board of directors. Each director shall attend the meeting of the board of directors in person, in case a director is unable to attend the meeting of the board of directors for any cause, he/she may appoint another director to attend a meeting of the board of directors in his/her behalf. A director may accept the appointment to act as the proxy referred to in the preceding Paragraph of one other director only.

A meeting of the board of directors can be held via visual communication network, and then the directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.

Article 17 The Company establishes audit committee according to Article 14-4 of the Securities and Exchange Act and to shall be composed of the entire number of independent directors.

The duty and power of the audit committee and other rules to be followed shall abide by relevant regulations or rules of the company.

Article 18 The Company may have managerial personnel, the appointment and discharge and the remuneration of the managerial personnel shall be decided in accordance with the provisions of the Company Act.

Chapter V Accounting

Article 19 The fiscal year of the Company shall be from January 1 to December 31 every year. At the close of each fiscal year, the Company shall deal with final accounts.

Article 20 At the close of each fiscal year, the board of directors of the Company shall prepare the following statements and records and forward to general meeting of shareholders according to legal procedure for ratification:

  1. The operating report
  2. The financial statements; and
  3. The surplus earning distribution or loss off-setting proposals.

Article 21 The distribution of employees' compensation shall not be lower than 5% of and the directors' compensation shall not be higher than 0.1% of the current year pre-tax income before deducting the distributable employees' and directors' compensation of the Company. However, the Company's accumulated losses shall have been covered.

The company shall, by a resolution adopted by a majority vote at a meeting of board of directors attended by two-thirds of the total number of directors, have the profit distributable as employees' compensation distributed in the form of shares or in cash and have the profit distributable as director's compensation in the form of cash; and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting.

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The target to be distributed employees' compensation in the form of shares or cash may include employees of subsidiary companies who conform to certain criteria. Relevant regulations shall be authorized to be prescribed by the board of directors.

Article 21-1 The annual net profits of final accounts of the Company shall make up for loss first, shall secondly appropriate 10% of profit as legal reserve (however, if legal reserve reaches the total capital amount shall not apply), to make an appropriation of another sum as special reserve or make an reversal of special reserve in accordance with laws and regulation, to distribute dividend for special/preferred shares, and to add into the profit not yet distributed before, the allocation proposal shall be prepared by the board of directors and be submitted to and resolved by the shareholders' meeting.

The Company shall set aside to special reserve, from prior period's undistributed earnings, an amount equal to net deductions from other equity". If the amount is not sufficient, the Company should further set aside from the current period's net profits plus other items to be included in the current period's undistributed earnings.

Depending on the Company's long-term financial planning, investment environment, industry competition, capital expenditure budget, funding requirements and protection of shareholders' equity, dividends should be paid at a rate of no less than 20% of the current year's distributable earnings; however, if the distributable earnings are less than 2% of the paid-in capital, the Company may resolve to transfer the entire amount to retained earnings without distribution. For earnings distribution, cash dividends are preferred but it may also be in the form of stock dividends, with no less than 50% of the earnings to be distributed with cash dividends.

The aforementioned dividend distribution percentage may be adjusted based on financial, business and operating factors.

Article 22 The allocation of shareholders' dividends shall be given to shareholders whose name are registered in shareholders' roster within 5 days prior to the record date fixed for distribution of dividends and bonus.

Chapter VI Supplementary Provisions

Article 23 Under the business requirement, the Company may handle external guaranty affairs in accordance with Procedures for Endorsements and Guarantees of the Company.

Article 24 The organization rules of the Company and procedure guidelines of business operation shall be made separately.

Article 25 In regard to all matters not provided for in this Articles of Incorporation, the Company Act shall govern.

Article 26 This Articles of Incorporation was made by all promoters on November 21, 2002. The first amendment was made on March 21, 2003, the second amendment was made on May 19, 2004, the third amendment was made on December 10, 2004, the fourth amendment was made on June 28, 2005, and the fifth amendment was made June 16, 2006. The sixth amendment was made on June 13, 2007. The seventh amendment was made on June 13, 2008. The eighth amendment was made on June 19, 2009. The ninth amendment was made on January 6, 2010. The tenth amendment was made on June 29, 2010. The eleventh amendment was made on June 28, 2011. The twelfth amendment was made on June 29, 2012. The thirteenth amendment was made on November 14, 2012. The fourteen amendment was made on June 19, 2014. The fifteenth amendment is on June 8, 2015. The sixteenth amendment is on June 24, 2016. The seventeenth amendment is on June 20, 2017. The eighteenth amendment is on June 20, 2018. The nineteenth amendment is on June 20, 2019. The 20th amendment was made on July 1, 2021. The 21st amendment was made on June 24, 2022. The 22th amendment was made on May 7, 2025.

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Appendix III

InnoLux Corporation Shareholding Table of All Directors

  1. As of March 29, 2026, the record date for the 2026 Annual Shareholders' Meeting, the paid-in capital of the Company is NT$ 79,891,973,370 representing 7,989,197,337 common shares. The independent directors of the Company exceed one-half of the total director seats, and the audit committee has been established in accordance with the Securities and Exchange Act. Therefore, the provision on the minimum percentage requirements for the shareholding respectively of all directors and supervisors in Article 26 of the Act does not apply.

  2. As of the date the share transfer was suspended following this shareholders' meeting, the actual shareholding of all directors of the Company is as follows:

Unit: Per share

Title Name Number of Shares Registered in the Shareholders’ Register Shareholding Ratio
Chairman Hung, Jin-Yang 2,114,768 0.03
Director Yang, Hung-wen 1,071,236 0.01
Director Innolux Education Foundation Representative: Yang, Chu-Hsiang 1,415,310 0.02
Director Hsieh, Chi-Chia
Independent Director Hsieh, Yong-Fen
Independent Director Wu, Chih-I
Independent Director Wu, Chih-Wei
Independent Director Shen, Shin-Bei
Independent Director Chang, Feng-Kan