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MSEC AGM Information 2026

Apr 24, 2026

52725_rns_2026-04-24_1693d949-a8d0-4519-b7c7-af8cd7027177.pdf

AGM Information

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Stock Code: 8162

==> picture [91 x 37] intentionally omitted <==

MICRO SILICON ELECTRONICS CO., LTD.

2026 Annual Shareholders’ Meeting

Meeting Handbook

10:30 a.m., May 28, 2026 (Thursday)

Address: No. 230, Youyi Rd., Zhunan Township, Miaoli County

Table of Contents

Meeting Agenda--------------------------------------------------------------------------------------------------1
Reporting matters------------------------------------------------------------------------------------------------2
**Ratification matters----------------------------------------------------------------------------------------------3 **
Discussion matters-----------------------------------------------------------------------------------------------4
Election matters --------------------------------------------------------------------------------------------------4
**Other matters-----------------------------------------------------------------------------------------------------5 **
Extempore motion -----------------------------------------------------------------------------------------------5
Adjournment -----------------------------------------------------------------------------------------------------5
Attachment
Attachment 12025 Business Report-----------------------------------------------------------------------6
Attachment 22025 Audit Committee's Review Report-----------------------------------------------10
Attachment 32025 Financial reporting -----------------------------------------------------------------11
Attachment 42025 Earnings Distribution Table-------------------------------------------------------22
Attachment 5Articles of Incorporation Before and After Amendments
------------------------23
Attachment 6Director candidate -------------------------------------------------------------------------24
Attachment 7The list of individuals relrased from non-competition restrications
------------25
Appendix
Appendix 1Rules of Procedure for Shareholders' Meetings ---------------------------------------26
Appendix 2Articles of Incorporation(before amendment) -----------------------------------------36
Appendix 3Rules for election of directiors -------------------------------------------------------------41
Appendix 4Shareholding of Directors ------------------------------------------------------------------44
Appendix 5Other explanatory items -------------------------------------------------------------------44

Micro Silicon Electronics Co., Ltd. 2026 Annual Shareholders’ Meeting Agenda

Method: Physical shareholders’ meeting

Time: 10:30 a.m., MAY 28, 2026 (Thursday )

Location: No. 230, Youyi Road, Zhunan Township, Miaoli County

1. Call the meeting to order (reporting on the number of shares attending the meeting)

2. Chairman's speech

3. Reporting Matters

1. The 2025 Business Report, submitted for review.

2. The Company's 2025 Audit Committee's Review Report, submitted for review.

3. The 2025 distribution of remuneration of employees and remuneration of Directors, submitted for acknowledgment.

4. The 2025 report on the cash bonuses distributed from earnings, submitted for acknowledgment.

4. Ratification Matters

  • 1.The 2025 business report and financial statements, submitted for ratification.

2. The 2025 proposal for earning distribution, submitted for ratification.

5. Discussion matters

1. Amendments to the Articles of Incorporation, submitted for determination.

2. The Company intends to apply for a general listing of its shares , submitted for determination.

6. Election matters

1.Election of directors

7. Other matters

  • 1.Release the prohibition on the new directors from participation in competitive business

8. Extempore Motion

9. Adjournment

The Chairman may order that a case be put to a vote or that all or part of a motion be voted on by poll before the provisional motion is carried out.

1

Reporting matters

Report 1

Cause of motion: The Company's 2025 business report presented for review.

Description: For the 2025 business report, please refer to Attachment 1 pages 6 to 9 of the Handbook, submitted for review.

Report 2

Cause of motion: The Company's 2025 Audit Committee's Review Report is presented for review. Description: The Company's 2025 financial statements have been reviewed by the Audit Committee. For the Audit Committee's Review Report, please refer to to Attachment 2 page 10 of the Handbook,submitted for review.

Report 3

Cause of motion: The 2025 distribution of remuneration of employees and remuneration of Directors, submitted for acknowledgment.

  • Description: 1. Articles of Incorporation Article 25 , The Company shall allocate no more than 3% of the net profit before tax for the period and before the deduction of the remuneration of employees and remuneration of Directors of the year as remuneration of Directors and 5% to 12% as remuneration of employees.

  • Distribution of remuneration of employees and remuneration of Directors:

    1. Remuneration of Directors:allocate 2% , NTD 2,795,759.

    2. Remuneration of employees:allocate 5% , NTD 6,989,397.

All in cash. No difference from the expenses recognized in 2025,submitted for review.

Report 4

Cause of motion: The 2025 report on the cash bonuses distributed from earnings, submitted for acknowledgment.

Description: 1.In consideration of the Company's future business plan and taking into account

shareholders' interests and long-term financial planning The Company's Board resolved to distribute 2025 cash dividends in the following amounts:

Unit: NT$

Unit: NT$
Year Date of approval by the Cash dividends per Total cash dividends
2025 March 11,2026 1.5 103,053,000
  • 2.While maintaining the dividend rate of NT$1.5 per share, if the number of shares that the Company is entitled to participate in the distribution changes in the future, resulting in the need to adjust the distribution amount and the ending balance also changing accordingly, the Chairman is authorized to make the adjustment.

  • 3.The distribution of cash dividends shall be calculated to NTD. The sum of fragment amounts less than NT$1 shall be included in other income of the Company.

  • 4.The Company intends to authorize the Chairman to set the ex-dividend date and other related matters ,submitted for review.

2

Ratification matters

Ratification 1:

Cause of motion: The 2025 business report and financial statements, submitted for ratification.

(Proposed by the Board)

Explanation: 1. The 2025 financial statements were audited and certified by CPAs Li, Tien-Yi and Pai, Shu-Chien of PwC Taiwan.

  • 2.The 2025 business report and financial statements were approved at the 5th meeting of the 15th session of the Board, and was reviewed by the Audit Committee with the issuance of its review report.

  • 3.For the aforementioned business report and financial statements, please refer to Attachment 1 and Attachment 3 on pages 6 to 9 and pages 11 to 21 of the Handbook, respectively.

  • Submitted for acknowledgement.

Resolution:

Ratification 2:

Cause of motion: The 2025 proposal for earning distribution, submitted for ratification.

(Proposed by the Board)

Description: 1. According to the 2025 final account documents, the earnings available for distribution in 2025 were NT$412,510,291. For the table of 2025 earnings distribution, please refer to the Attachment 4 on page 22 of the Handbook.

  1. Submitted for ratification.

Resolution:

3

Discussion matters

Discussion 1:

Cause of motion: Amendments to the Articles of Incorporation,submitted for determination.

(Proposed by the Board)

  • Description: 1. The company's articles of association are to be amended to meet the company's practical needs.For the comparison table of the amended provisions, please refer to Attachment 5 on pages 23 of the Handbook.

  • Submitted for determination.

Resolution:

Discussion 2:

Cause of motion: The Company intends to apply for a general listing of its shares , submitted for determination.

  - (Proposed by the Board)
  • Description: 1. In order to ensure the company's sustainable development and attract outstanding professionals, the chairman is authorized to apply to the Taiwan Stock Exchange at an appropriate time for the company's shares to be listed on the general board..

  • The original agency agreement with Mega Securities Co., Ltd. to assist in complying with Malaysian laws will be terminated early after the company's listing on the general board..

  • Submitted for determination.

Resolution:

Election matters

Item 1

Cause of motion: Election of directors, submit for election.

(Proposed by the Board)

  • Description: 1. Mr. Zhang Weicheng, a general director of the Company, resigned from his position on October 31, 2025, due to personal reasons. In accordance with the Company's Articles of Association, it is proposed to elect a new general director. This election will adopt a candidate nomination system, with the shareholders' meeting selecting the candidate from the list of general director candidates..

  • 2.The newly elected general director will assume office on the date of election, with a term of office the same as the current fifteenth board of directors, ending on May 27, 2028.

  • 3.The list of director candidates, please refer to Attachment 6 on pages 24 of the Handbook.

  • 4.Election requested

Election result:

4

Other matters

Item 1

Cause of motion: Release of the newly elected directors from the non-competition restrictions.

  - (Proposed by the Board)
  • Description:1. Pursuant to Article 209 of the Company Act, directors and their representatives of this company, engaging, either for himself/herself or on behalf of another person, activities that are within the scope of the Company's business, shall explain at the shareholders’ meeting the essential details of such activities and obtain the shareholders’ approval for engaging in such activities.

  • To rely on expertise and relevant work experiences of the director, hereby request the shareholders’ approval to release the new directors from the non-competition restrictions. Please refer to Attachment 7 on pages 25 of the Handbook for the list of individuals released from non-competition restrictions.

  • Resolution requested.

Resolution:

Extempore motion

Adjournment

5

Attachment 1

Micro Silicon Electronics Co., Ltd. Business Report

1. The 2025 business results

As the global semiconductor market is primarily driven by AI chips and high-performance computing (HPC), the semiconductor industry's output value continues to grow significantly. Power management chips also play an important role in this wave, and market demand for chips is expected to continue to increase. Our experienced management team is committed to enhancing the company's competitiveness, cautiously expanding existing businesses, actively improving technological capabilities, and maintaining flexibility to meet customer needs.

With the support of all employees, shareholders, and customers, Micro Silicon Electronic achieved an individual operating income of NT$1,274,773 thousand in 2025, annual growth 19.79% from the previous year; tthe gross profit is NT$126,380 thousand, with the EPS of NT$1.57.

  • (1) Implementation achievements of the business plan

  • 1.Operating income:The net operating income in 2025 was NT$1,274,773 thousand, representing a increase of NT$210,621 thousand from NT$1,064,152 thousand in 2024.

  • Operating gains: The 2025 operating gains were NT$126,380 thousand, representing a increase of NT$87,459 from an operating loss of NT$38,921 thousand in 2024.

  • Net profit after tax:The net gains after tax in 2025 was NT$107,541 thousand, representing a increase of NT$20,400 thousand from the net loss after tax of NT$87,141 in 2024.

Unit: NT$ thousand

Year
Item
2025 2024 Increase
(decrease)
Increase/
decrease ratio (%)
Operatingincome 1,274,773 1,064,152 210,621 19.79
Operatingcost 953,584 851,787 101,797 11.95
Grossprofit 321,189 212,365 108,824 51.24
Operatingexpenses 194,809 173,444 21,365 12.32
Operating (loss) gain 126,380 38,921 87,459 224.71
Non-operating income
and expenses
3,623 54,817 (51,194) (93.39)
(Net loss) net profit
beforetax
130,003 93,738 36,265 38.69
Income tax expenses
(gains)
22,462 6,597 15,865 240.49
(Net loss) net profit
after tax
107,541 87,141 20,400 23.41

6

  • (2) Budget execution status: The Company did not disclose its financial forecast for 2025; therefore, there is no budget execution status.

  • (3) Analysis of financial income and expenses and profitability

Analysis Item 2025(%) 2024(%)
Financial
structure
Debt to asset ratio 41.72 40.77
Ratio of long-term capital to property,
plant and equipment
121.22 121.29
Solvency Current ratio 195.69 180.98
Quick ratio 189.49 172.87
Profitability Return on assets 4.73 4.04
Return on equity 7.36 6.53
Ratio of net profit before tax to paid-in
capital
18.92 13.64
Netprofit margin 8.44 8.19
Basic earningsper share(NT$) 1.57 1.28

(4) Research and development status

The Company's R&D Department I is dedicated to the improvement of semiconductor testing technology, testing quality, and testing efficiency, as well as assisting customers in effectively reducing testing costs to achieve a win-win situation for the Company and customers. In terms of future research and development, the Company will also continue to invest in the research and development of the third generation semiconductor testing technology and high-voltage, high-current, high-power, low-impedance power component testing technology and continue to maintain the Company's unique position in the field of semiconductor testing. Competitive advantage.

The Company's R&D Department II is committed to the improvement of process technologies such as wafer polishing, wafer metal coating, wafer dicing, and die sorting, and has also conducted in-depth research on the development of special production fixtures and mass production process technologies. By doing so, the Company assists customers in solving problems and provides integrated and consistent services to satisfy customers' needs for one-stop shopping and jointly grow with customers. In terms of future R&D, the Company will also continue to invest in the R&D of ultra-thin wafer thinning process technology, the third generation semiconductor wafer thinning process technology, wafer front metal coating technology, and thick metal WLCSP-DPS process technology, and constantly maintain its unique competitive advantages in the field of wafer thinning and wafer dicing.

7

2. Summary of the 2026 Business Plan

  • (1) Business policy

R&D strategy

  • The third generation semi-conductor testing technology.

  • High-voltage, high-current, high-power, low-impedance power components testing technology.

  • Ultra-thin wafer thinning process technology.

  • The third-generation semiconductor wafer thinning process technology.

  • Wafer front metal coating technology.

  • Thick metal WLC SP-DPS process technology.

  • Entering the back-end process of Si-Cap process technology.

  • (2) Expected sales and basis

The preparation of the Company’s annual business plan is based on historical sales data in the past years, industry forecasts made by professional research institutions, and market information collected from customers through visits by sales personnel. Despite many interfering factors for the global economy at this stage, with the initial results of the slowdown of inflation and the destocking of the semiconductor market, it is expected that the Company's operations will recover this year. Meanwhile, with the momentum brought by new processes, new products, and new customers, the sales volume and the operating income are expected to be positive.

  • (3) Important production and marketing policies

  • i. Production policy

Upgrade and introduce a new generation smart factory MES system.

  • Improve equipment automation level.

Establish dashboard management to improve production efficiency and quality.

Systematize the introduction process of automotive products.

  • ii. Sales policy

Increase the proportion of automotive customers.

  • Increase the proportion of foreign customers.

Increase the proportion of turnkey customers.

Construct a diversified testing platform to satisfy various market needs.

Entering new processes and new products.

3. Future development strategies of the Company

  • (1) To make “energy conservation” the core business development.

  • (2) Focus on the power devices and PMICs that can improve the “energy conversion efficiency.”

  • (3) Assist end customers in achieving energy conservation and carbon dioxide reduction through the provision of comprehensive, one-stop integrated services.

  • (4) Become the “Best Partner in the Energy Conservation Value Chain.”

8

4. Impacts of the external competitive environment, regulatory environment and overall business environment

Following growth of over 20% in 2025, global semiconductor revenue is expected to continue its growth trend in 2026. The World Semiconductor Trade Statistics (WSTS) forecasts that semiconductor revenue will reach US$975 billion in 2026, reflecting strong market performance.

Regarding the regulatory environment, there have been no major changes in Chinese regulations in recent years, while increasingly stringent US bans on Chinese technology companies will impact the future development of the Chinese semiconductor market.

With global inflation gradually slowing and semiconductor market inventory bottoming out, the semiconductor industry is in a growth cycle. Driven by various emerging applications, including AI, HPC, drones, robotics, low-Earth orbit satellites, automotive electronics, network communications, and industrial automation, demand for chips will increase.

Looking ahead to this year, the company will continue to invest resources in talent development, technology research and development, mass production scale, and manufacturing management. In response to the global development of ESG, the company will continue to implement energy conservation and carbon reduction, attach importance to the company's sustainable development, focus on enhancing the company's added value, continuously strengthen the company's structure, adapt to environmental changes, fully grasp the competitive advantages, be optimistic about business growth, prudently evaluate investment opportunities, and strive to create new highs in the company's revenue and profits.

Chairman:CHANG BING TANG Manager: CHANG BING TANG Chief Accountant: WU PAO-HSIEN

9

Attachment 2

Audit Committee's Review Report

The Board of Directors prepared and submitted the Company's 2025 business report, financial statements (including consolidated and parent company only financial statements), and the proposal for earnings distribution. The financial statements have been audited by CPAs Li, Tien-Yi and Pai, Shu-Chien of PwC Taiwan, and issued the independent auditor’s report. The above-mentioned business report, financial statements and earnings distribution table have been reviewed by the Audit Committee and found to be correct; therefore, the above is reported according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

The 2026 Annual Shareholders' Meeting of Micro Silicon Electronics Co., Ltd.

Convener of the Audit Committee: CHANG CHU-HSING

March 11 , 2026

10

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR 25000588

To the Board of Directors and Shareholders of MICRO SILICON ELECTRONICS CO., LTD.

Opinion

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

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

Basis for opinion

We conducted our audits in accordance with the Regulations Governing 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 Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China,

11

and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company’s 2025 financial statements. These matters were addressed in the context of our audit of the 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 financial statements are stated as follows:

Accuracy of revenue recognition

Description

Refer to Note 4(22) for the accounting policies on operating revenue recognition and Note 6(15) for details of operating revenue. The Company is primarily engaged in the research and development and testing services of various integrated circuits. Service revenue was derived from the transfer of services over time and satisfied performance obligation. Given the significance of operating revenue to the financial statements, we considered the accuracy of revenue recognition as a key audit matter.

How our audit addressed the matter

Our audit procedures relative to the above key audit matters included:

  1. Interviewed with management in order to obtain an understanding of and assess the accounting policies on revenue recognition, and tested the design and the operating effectiveness of internal controls in relating to revenue recognition.

12

  1. Selected samples to perform test of detailed transactions, including review of performance obligation of transaction orders and respective prices and of supporting documents for providing service in order to ensure the accuracy of revenue recognition.

  2. Examined and verified the assessment procedures and related supporting documents in relation to the stage of completion of performance obligation at the balance sheet date to ensure the reasonableness and timing of revenue recognition.

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

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

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

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

13

Auditor’s responsibilities for the audit of the financial statements

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

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

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

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

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

14

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

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

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.

15

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

Li, Tien-Yi

Pai, Shu-Chien

For and on behalf of PricewaterhouseCoopers, Taiwan March 11, 2026


The accompanying 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 financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

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

16

MICRO SILICON ELECTRONICS CO., LTD. BALANCE SHEETS DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(15)
6(2)
6(3)
6(4) and 8
6(5)
6(6)
6(22)
6(7) and 8
December 31, 2025
AMOUNT
%
$
294,127
12
33,180
1
6,900
-
65,879
3
-
-
279,853
11
2,042
-
16,495
1
5,833
-
704,309
28
1,798,995
71
3,226
-
4,230
-
3,474
-
26,420
1
1,836,345
72
$
2,540,654
100
December 31, 2024 December 31, 2024
AMOUNT
$
294,127
33,180
6,900
65,879
-
279,853
2,042
16,495
5,833
704,309
1,798,995
3,226
4,230
3,474
26,420
1,836,345
$
2,540,654
AMOUNT
$
328,234
-
6,800
83,528
17
261,898
11,133
15,303
17,145
724,058
1,679,618
2,069
3,691
2,962
24,929
1,713,269
$
2,437,327
%
Current assets
1100
Cash and cash equivalents
1120
Current financial assets at fair value
through other comprehensive income
1136
Current financial assets at amortised
cost
1140
Current contract assets
1150
Notes receivable, net
1170
Accounts receivable, net
1200
Other receivables
130X
Inventories
1410
Prepayments
11XX
Total current assets
Non-current assets
1600
Property, plant and equipment
1755
Right-of-use assets
1780
Intangible assets
1840
Deferred income tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
14
-
-
3
-
11
-
1
1
30
69
-
-
-
1
70
100

(Continued)

17

MICRO SILICON ELECTRONICS CO., LTD. BALANCE SHEETS DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December 31, 2025
Notes
AMOUNT
%
6(15)
$
55
-
29,242
1
6(8) and 7
165,251
6
6(22)
21,023
1
1,094
-
6(9)
139,793
6
3,444
-
359,902
14
6(9)
675,155
27
6(22)
1,844
-
2,066
-
6(10)
21,011
1
700,076
28
1,059,978
42
6(12)
687,020
27
6(13)
262,422
10
6(14)
107,860
4
427,109
17
(
3,735)
-
1,480,676
58
9
11
$
2,540,654
100
December 31, 2024 December 31, 2024
AMOUNT
$
1,355
34,874
255,253
10,793
2,140
92,430
3,225
400,070
567,485
1,581
-
24,615
593,681
993,751
687,020
262,422
98,705
395,429
-
1,443,576
$
2,437,327
%
Current liabilities
2130
Current contract liabilities
2170
Accounts payable
2200
Other payables
2230
Current income tax liabilities
2280
Current lease liabilities
2320
Long-term liabilities, current portion
2399
Other current liabilities, others
21XX
Total current liabilities
Non-current liabilities
2540
Long-term borrowings
2570
Deferred income tax liabilities
2580
Non-current lease liabilities
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Ordinary share
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3350
Unappropriated retained earnings
3400
Other equity interest
3XXX
Total equity
Significant contingent liabilities and
unrecognised contract commitments
Significant events after the balance
sheet date
3X2X
Total liabilities and equity
-
1
11
1
-
4
-
17
23
-
-
1
24
41
28
11
4
16
-
59
100

The accompanying notes are an integral part of these financial

statements.

18

MICRO SILICON ELECTRONICS CO., LTD. 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 Year ended December 31
2025
2024
Notes
AMOUNT
%
AMOUNT
%
6(15)
$
1,274,773
100
$
1,064,152
100
6(3)(20)(21)
(
953,584) (
75) (
851,787) (
80)
321,189
25
212,365
20
6(20)(21)
(
17,847) (
2) (
16,961) (
2)
(
104,952) (
8) (
94,656) (
9)
(
68,757) (
5) (
67,674) (
6)
12(2)
(
3,253)
-
5,847
1
(
194,809) (
15) (
173,444) (
16)
126,380
10
38,921
4
6(16)
1,749
-
2,174
-
6(17)
6,997
-
17,711
2
6(18)
7,167
1
41,279
4
6(19)
(
12,290) (
1) (
6,347) (
1)
3,623
-
54,817
5
130,003
10
93,738
9
6(22)
(
22,462) (
2) (
6,597) (
1)
$
107,541
8
$
87,141
8
$
2,496
-
$
4,407
1
(
3,735)
-
-
-
6(22)
(
500)
- (
881)
-
($
1,739)
-
$
3,526
1
$
105,802
8
$
90,667
9
6(23)
$
1.57
$
1.28
6(23)
$
1.56
$
1.28
4000
Operating revenue
5000
Operating costs
5900
Gross profit from operations
Operating expenses
6100
Selling expenses
6200
General and administrative
expenses
6300
Research and development
expenses
6450
Expected credit (loss) gain
6000
Total operating expenses
6900
Operating profit
Total non-operating income and
expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7000
Non-operating income and
expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
Components of other
comprehensive income that will
not be reclassified to profit or
loss
8311
Gains on remeasurements of
defined benefit plans
8316
Unrealised gains (losses) from
investments in equity
instruments measured at fair
value through other
comprehensive income
8349
Income tax related to
components of other
comprehensive income that will
not be reclassified to profit or
loss
8300
Other comprehensive (loss)
income
8500
Total comprehensive income for
the year
Basic earnings per share
9750
Basic earnings per share
Diluted earnings per share
9850
Diluted earnings per share

The accompanying notes are an integral part of these financial

statements.

19

MICRO SILICON ELECTRONICS CO., LTD. STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

2024
Balance at January 1, 2024
Profit for the year
Other comprehensive income for the year
Total comprehensive income
Appropriations and distributions of 2023 earnings
Cash dividends
Capital increase by cash
Compensation cost of share-based payment
Balance at December 31, 2024
2025
Balance at January 1, 2025
Profit for the year
Other comprehensive income (loss) for the year
Total comprehensive income (loss)
Appropriations and distributions of 2024 earnings
Legal reserve
Cash dividends
Balance at December 31, 2025
Notes Ordinary share Capital surplus Retained Earnings Unrealised gains
(losses) from
financial assets
measured at fair
value through
other
comprehensive
income
Total equity
Legal reserve Unappropriated
retained
earnings
6(14)
6(12)(13)
6(11)(13)
6(14)
$
646,600
-
-
-
-
40,420
-
$
687,020
$
687,020
-
-
-
-
-
$
687,020
$
142,989
-
-
-
-
117,819
1,614
$
262,422
$
262,422
-
-
-
-
-
$
262,422
$
98,705
-
-
-
-
-
-
$
98,705
$
98,705
-
-
-
9,155
-
$
107,860
$
339,113
87,141
3,526
90,667
(
34,351 )
-
-
$
395,429
$
395,429
107,541
1,996
109,537
(
9,155 )
(
68,702 )
$
427,109
$
-
-
-
-
-
-
-
$
-
$
-
-
(
3,735)
(
3,735)
-
-
($
3,735)
$ 1,227,407
87,141
3,526
90,667
(
34,351 )
158,239
1,614
$ 1,443,576
$ 1,443,576
107,541
(
1,739 )
105,802
-
(
68,702 )
$ 1,480,676

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

20

MICRO SILICON ELECTRONICS CO., LTD. STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation charge
Amortisations
Expected credit gain
Interest expense
Interest income
Gains on disposals of property, plant and equipment
Dividend income
Share-based payments
Changes in operating assets and liabilities
Changes in operating assets
Contract assets
Notes receivable
Accounts receivable
Other receivables
Inventories
Prepayments
Changes in operating liabilities
Current contract liabilities
Accounts payable
Other payables
Other current liabilities
Accrued pension liabilities
Cash inflow generated from operations
Interest received
Cash dividend received
Interest paid
Income taxes refunded (paid)
Net cash flows from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at amortised cost
Purchase of financial assets at fair value through other
comprehensive income
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Increase in guarantee deposits paid
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Repayments of short-term borrowings
Proceeds from long-term borrowings
Repayments of long-term borrowings
Payments of lease liabilities
Cash dividends paid
Capital increase by cash
Net cash flows from financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Year ended December 31
Notes
2025
2024
$
130,003
$
93,738
6(4)(5)(20)
281,833
263,149
6(6)(20)
3,798
3,676
12(2)
3,253
(
5,847 )
6(19)
12,290
6,347
6(16)
(
1,749 ) (
2,174 )
6(18)
(
6,145 ) (
33,711 )
6(17)
(
1,968 )
-
6(11)(21)
-
1,614
14,465
(
7,394 )
17
70
(
18,024 ) (
10,769 )
9,503
(
2,935 )
(
1,192 )
4,023
11,312
(
10,255 )
(
1,300 ) (
812 )
(
5,632 )
7,499
(
659 )
22,537
219
33
(
1,108 ) (
881 )
428,916
327,908
1,749
2,174
1,968
-
(
13,716 ) (
7,797 )
(
12,981 )
3,280
405,936
325,565
(
100 ) (
200 )
(
36,915 )
-
6(24)
(
486,346 ) (
372,397 )
6(18)(24)
6,413
30,885
6(6)
(
3,858 ) (
3,371 )
(
2,533 ) (
11 )
(
523,339 ) (
345,094 )
95,000
122,658
(
95,000 ) (
122,658 )
6(25)
251,400
139,436
6(25)
(
96,367 ) (
177,146 )
6(25)
(
3,035 ) (
2,104 )
6(14)
(
68,702 ) (
34,351 )
6(12)
-
158,239
83,296
84,074
(
34,107 )
64,545
6(1)
328,234
263,689
6(1)
$
294,127
$
328,234

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

21

Attachment 4:

Micro Silicon Electronics Co., Ltd.

Earnings Distribution Table

2025

Unit: NT$

2025 Unit: NT$
Item
Undistributed earnings at the beginning of the period
Add: Remeasurement of defined benefit plan
Add: Profit for the year
Less:10% Legal Reserve
Less: Special Reserve
Amount available for distribution for the current year
Distribution item:
Shareholders’ bonuses - cash
(NT$1.5 per share)
Undistributed earnings at the end of the period
Amount
$ 318,454,761
1,114,856
107,540,746
(10,865,560)
(3,734,512)
412,510,291
(103,053,000)
$ 309,457,291

Chairman:CHANG BING TANG Manager: CHANG BING TANG Chief Accountant: WU PAO-HSIEN

22

Attachment 5:

Micro Silicon Electronics Co., Ltd. Articles of Incorporation Before and After Amendments

Article
Before
After Remark
16-1 Of the directors listed in the preceding
clause, the number of independent
directors shall not be less than three, and
shall not be less than one-fifth
of the total
number of directors.
...(The followingis omitted)
Of the directors listed in the preceding
article, the number of independent directors
shall not be less than three, and shall not be
less than one-third
of the total number of
directors.
...(The followingis omitted)


To comply
with current
regulations
25 The Company shall allocate no more than
3% of the net profit before tax for the
period and before the deduction of the
remuneration of employees and
remuneration of Directors of the year
as remuneration of Directors and 5%
to 12% as remuneration of employees.
However, if the Company has
accumulated losses, it shall preserve the
amount in advance for compensation.
20% of the employee remuneration
amount in the preceding paragraph shall
be distributed as remuneration to
grassroots employees.
The Company shall allocate no more than
3% of the net profit before tax for the
period and before the deduction of the
remuneration of employees and
remuneration of Directors of the year
as remuneration of Directors and 5%
to 12% as remuneration of employees.
However, if the Company has
accumulated losses, it shall preserve the
amount in advance for compensation.
More than
20% of the employee
remuneration
amount in the preceding paragraph shall
be distributed as remuneration to
grassroots employees.
The fixed
percentage of
remuneration
for frontline
employees
has been
changed to a
lower limit.
29 These Articles of Association were
established on July 25, 1987.
……(the following is omitted).
The Twenty-fifth amendment was made
on April 22, 2022.
The Twenty-sixth amendment was made
on August 2, 2022.
The twenty-seventh amendment was made
on May 28, 2025.

These Articles of Association were
established on July 25, 1987.
……(the following is omitted).
The Twenty-fifth amendment was made on
April 22, 2022.
The Twenty-sixth amendment was made
on August 2, 2022.
The twenty-seventh amendment was made
on May 28, 2025.
The twenty-eighth amendment was made
on May 28, 2026.

Add
amendment
date.

23

Attachment 6

Micro Silicon Electronics Co., Ltd. Director Candidate

Position Name Education and Experience Concurrent Job Shares
Director Chang,
Chia-Hsing
Bachelor of Public Finance and
Taxation, National Chengchi
University
EMBA, National Chiao Tung
University
Deputy Manager, Underwriting
Department, Dahua Securities
Co., Ltd.
Manager, Underwriting
Department, Yuanta Securities
Co., Ltd.
Senior Specialist, Chairman's
Office/Business Management
Office, Fu-Hsiang Industrial
Co., Ltd.
Executive Director/Chief
Financial Officer, World Center
Technology Co., Ltd.
Chairman of Dingcheng
Investment Co., Ltd.
Chairman of Tongxing Zhiyuan
Management Consulting Co.,
Ltd.
Independent Director of Liji
Enterprise Co., Ltd.
Independent Director of Xianyi
Electronics Industry Co., Ltd.
Independent Director of
Mingxi Enterprise Co., Ltd.
Independent Director of
Yuchen System Technology
Co., Ltd.
73,000

24

Attachment 7

Micro Silicon Electronics Co., Ltd. The List of Individuals Released From Non-Competition Restrictions

Position Name Concurrent Job
Director Chang,
Chia-Hsing
Chairman of Dingcheng Investment Co., Ltd.
Chairman of Tongxing Zhiyuan Management Consulting Co., Ltd.
Independent Director of Liji Enterprise Co., Ltd.
Independent Director of Xianyi Electronics Industry Co., Ltd.
Independent Director of Mingxi Enterprise Co., Ltd.
Independent Director of Yuchen System Technology Co., Ltd.

25

Appendix Appendix 1

Micro Silicon Electronics Co., Ltd.

Rules of Procedure for Shareholders' Meetings

  • Article 1 In order to establish a good governance system, improve the supervisory function and strengthen the management function of the Company's shareholders' meeting, the Rules are established in accordance with Article 5 of the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies for observation.

  • Article 2 The rules of procedures for the Company's shareholders' meetings, except as otherwise provided by laws and regulations or the Articles of Incorporation, shall be in accordance with these Rules.

  • Article 3 Convening shareholders' meeting and meeting notice

  • Shareholders' meetings of the Company shall be convened by the board of directors unless otherwise provided in the law.

    • The Company convening a shareholders' meeting via videoconference shall be set forth in the Articles of Incorporation and approved by the board of directors, except as otherwise provided by the Regulations Governing the Administration of Shareholder Services of Public Companies, a resolution is passed with the consent of a majority of the directors.

    • Changes to the method of convening a shareholders' meeting of the Company shall be subject to a resolution of the board of directors, and no later than the despatch of the notice of the shareholders' meeting.

  • The Company shall prepare an electronic file that includes the notice of meeting, the proxy form, the proposals for ratification, proposals for discussion, election or dismissal of directors and other proposals and explanatory information are compiled into electronic files and sent it to MOPS 30 days or 15 days before an annual shareholders’ meeting or an extraordinary shareholders’ meeting, respectively. The Company shall prepare electronic versions of the handbook for the shareholders’ meeting and supplementary data and upload them to MOPS 21 days or 15 days before an annual shareholders’ meeting or an extraordinary shareholders’ meeting, respectively. However, the Company's paid-in capital at the end of the most recent fiscal year has reached NT$10 billion or more, or the total shareholding of foreign and Chinese investors as stated in the shareholder roster for a general meeting in the most recent fiscal year is more than 30%, the transmission of the said electronic files shall be completed 30 days before the ordinary shareholders' meeting. 15 days before the shareholders' meeting, the handbooks and supplementary materials for the shareholders’ meeting shall be prepared and made available to shareholders for review. They shall be presented at the Company and the professional stock affairs agency engaged by the Company.

    • The handbook and supplementary materials referred to in the preceding paragraph shall be made available to the shareholders for reference by the Company on the day of the general meeting in the following manners:

    • (1) When a physical shareholders' meeting is convened, they shall be distributed at the site of the shareholders' meeting.

    • (2) When a shareholder meeting is convened via video conference, it shall be distributed at the site of the shareholders' meeting and transmitted to the video conference platform as an electronic file.

    • (3) When a shareholder meeting is held by video, the electronic file shall be transmitted to the video conference platform.

  • The reasons for convening the meeting shall be specified in the notice and announcement; the notice may be given by electronic means with the consent of the addressee.

26

  1. For election or dismissal of directors or supervisors, changes in the articles of incorporation, capital reduction, application for cessation of public offering, the release of director's non-competition restrictions, capital increase from earnings, capital increase from reserves, dissolution of the Company, merger, splits, or any of the matters specified in paragraph 1, Article 185 of the Company Act, Article 26-1 and Article 43-6 of the Securities and Exchange Act, Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, they shall be listed in the reasons for convening the meeting, and the major content shall be described, and they shall not be proposed as an extempore motion.

  2. The reasons for convening a shareholders' meeting shall state the full re-election of directors and supervisors and the inauguration date. After the completion of the re-election at the shareholders' meeting, the inauguration date may not be changed at the same meeting by extempore motion or otherwise.

  3. Shareholders holding more than 1% of the total number of issued shares may propose to the Company for up to one proposal, and any proposal containing more than one proposal will not be included in the agenda for discussion. If a shareholder's proposal falls under the circumstances stated in the subparagraphs, paragraph 4, Article 172-1 of the Company Act, the board of directors may exclude it from the agenda.

  4. A shareholder may make a proposal to urge the Company to promote public interest or fulfill its social responsibilities. Based on the procedure, the number of proposals to be made by a shareholder in accordance with Article 172-1 of the Company Act is limited to one item, and any proposal with more than one item will not be included in the agenda.

  5. Prior to the book closure date before an annual shareholders’ meeting, the Company shall announce its acceptance of shareholders’ proposals in writing or electronically, and the location and period for acceptance; the period for acceptance of shareholders’ proposals shall not be less than ten days.

  6. A proposal submitted by a shareholder is limited to 300 words. If it exceeds 300 words, the proposal will not be included in the agenda; the proposing shareholder shall attend the annual shareholders' meeting in person or engage a proxy to attend and participate in the discussion of the proposal.

  7. The Company shall inform the shareholders of the proposal results before the notice day of the shareholders' meeting, and list the proposals that meet the requirements of this Article in the meeting notice. For shareholders' proposals that are not included in the agenda, the board of directors shall explain the reasons for not including such proposals at the shareholders' meeting.

  8. Article 4 1. A shareholder may engage a proxy to attend each shareholders' meeting by presenting the proxy form issued by the Company and stating the scope of authorization.

  9. A shareholder may issue one proxy form and appoint one proxy only, and the proxy form shall be delivered to the Company five days before the shareholders' meeting. In case of duplicate proxy forms, the first one received by the Company shall prevail. This shall not apply to a declaration to revoke the previous appointment.

  10. After the proxy form has been delivered to the Company, if the shareholder intends to attend the shareholders' meeting in person or to exercise its voting rights in writing or electronically, a written notice to cancel the proxy form shall be submitted to the Company two days before the shareholders' meeting; if the cancellation notice is overdue, the voting rights exercised by the proxy shall prevail.

  11. 4.After the power of attorney has been delivered to the Company, if a shareholder wishes to attend the shareholders' meeting by way of video conference, a written notice of proxy cancellation shall be submitted to the Company two days prior to the meeting date; if the cancellation notice is

27

submitted after that time, the voting right exercised by the proxy attending the meeting shall be deemed as standard.

Article 5 Place and time limit of shareholders’ meeting

The venue for a shareholders' meeting shall be the premise of the Company or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may not start earlier than 9 a.m. or later than 3 p.m.. Opinions of independent directors shall be duly considered. The location of a shareholders' meeting of the Company held by videoconference is not limited by the preceding paragraph.

Article 6 Preparation of the attendance book and other documents

  1. The Company shall specify in the meeting notice the time and place where the registration will be accepted by shareholders , requesting parties and proxy (hereinafter referred to as "shareholders") and other matters to be noted.

  2. The time during which shareholder registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes before the commencement of the meeting; the place for registration shall be clearly indicated, and sufficient qualified personnel shall be assigned to handle the registration.For virtual shareholder meetings, registration should also begin thirty minutes before the meeting on the designated platform. Shareholders who complete registration are considered as personally attending the meeting.

  3. Shareholders shall attend the shareholders' meeting with attendance cards, sign-in cards or other attendance certificates. The Company shall not request additional certifying documents other than those shareholders use for attendance. Solicitors requesting authorization shall also bring identification documents for verification.

  4. The Company shall prepare an attendance book for shareholders to sign in, or the shareholder present may hand in an attendance card in lieu of signing on the attendance book.

  5. The Company shall provide the attending shareholders with the meeting handbook, annual report, attendance card, speaker slips, voting ballots and other meeting materials; where there is an election of directors or supervisors, an election ballot shall be attached.

  6. When the shareholder is the government or institution, the number of representatives attending the shareholders' meeting is not limited to one person. When a corporation is engaged to attend a shareholders' meeting, it may appoint only one representative to attend the meeting.

  7. If a shareholders meeting is convened by way of video conference, shareholders who wish to attend by way of video conference shall register with the Company two days before the shareholders meeting.

  8. If a shareholders' meeting is convened by video conference, the Company shall upload the agenda handbook, annual report and other relevant materials to the shareholders' meeting video conference platform at least 30 minutes before the start of the meeting, and keep the disclosure until the end of the meeting.

  9. Article 6-1 The Company shall specify the following in the shareholder meeting notice when convening a shareholder meeting via videoconference:

  10. Methods for shareholders to participate in video conferences and exercise their rights.

  11. Handling of obstacles to the video conference platform or participation in video conferences due to natural disasters, accidents or other force majeure events, including at least the following:

    • (1)The time when the preceding obstacles persist and cannot be eliminated and the meeting needs to be postponed or continued, and the date of meeting if it is necessary to postpone or continue the meeting.

    • (2)Shareholders who participate in the original shareholders' meeting by video conference without registration shall not be allowed to participate in the adjourned or continued meeting.

28

  - (3)If the video conference cannot be continued, the total number of shares in attendance after deducting the number of shares participating in the video conference and the total number of shares for the shareholders meeting shall be continued and the shareholders participating in the video conference. The number of shares in attendance shall be counted in the total number of shares of the shareholders present and it shall be deemed as their abstention on all proposals at the said shareholders meeting.

  - (4)The handling of the situations where the results of all the proposals have been announced but no extemporary motion is carried out.
  1. Convening of the shareholders' meeting by video conference, and specifying the appropriate alternatives for shareholders who have difficulty in participating in the shareholders' meeting by video. Except for the situations specified in Paragraph 6, Article 44-9 of the Regulations Governing the Administration of Shareholder Services of Public Companies, at least connection equipment and necessary assistance shall be provided to shareholders, and the period for shareholders to apply to the Company and other relevant matters to be noted.

  2. Article 7 Chairperson of shareholders' meetings and persons presenting at the meetings

  3. If the shareholders' meeting is convened by the board of directors, the meeting shall be chaired by the chairman. When the chairman is on leave or, for any reason, unable to exercise the powers of the chairman, the vice chairman shall act on his/her behalf. If there is no vice president or if the vice president is on leave or for any reason unable to exercise the powers, the chairman shall appoint a managing director to act on his/her behalf. If there are no managing directors, a director shall be appointed as the proxy. If the chairman has not appointed any proxy, a managing director or a director shall be elected from among themselves to act as the proxy.

  4. If a managing director or a director acts as the proxy of the chairperson in the preceding paragraph, the managing director or director shall hold the position for more than six months and understand the financial and business positions of the Company. The same shall apply to a representative who is a corporate director.

  5. For a shareholders' meeting convened by the board of directors, the chairman shall hold the meeting, and more than half of the directors of the board of directors, at least one supervisor (or member of the audit committee), the convener of the audit committee, and at least one member of other functional committees shall attend the meeting on behalf of the respective committees. The attendance shall be recorded in the minutes of the shareholders' meeting.

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

  7. The Company may designate its lawyer, certified public accountant or other relevant persons to attend the shareholders meeting.

Article 8 Audio or video recording throughout the course of shareholders’ meeting as evidence

  1. The Company shall make continuous audio and video recordings of the shareholders' registration, the proceedings of the meeting, and the votes counting process from the time of the shareholders' registration.

  2. The audio and video materials referred to in the preceding paragraph shall be kept 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.

  3. If a shareholders' meeting is convened by videoconference, the Company shall keep records of shareholders' registration, registration, attendance, questioning, voting, and the Company's vote counting results, and the videoconference shall be audio and video recorded throughout the entire process.

29

  1. The information and audio recordings referred to in the preceding paragraph shall be properly kept by the Company during the period of existence, and the audio and video recordings shall be provided to the entrusted person handling the video conference affairs for their preservation.

  2. If the shareholders' meeting is convened by video conference, the Company is advised to record the audio and video of the back-end operation interface of the video conference platform.

Article 9 1.The attendance at a shareholders’ meeting shall be calculated in accordance with the number of shares. The number of shares represented by the shareholders attending the meeting shall be calculated based on the number of shares represented by the sign-in book or hand-in cards and the number of shares represented by the video conferencing platform , plus the number of shares whose voting rights are exercised by correspondence or electronic means.

  1. The chairperson shall call the meeting to order at the appointed meeting time and announce the number of non-voting shares and the number of shares attending the meeting. However, if the shareholders present do not represent a majority of the total amount of issued shares, the chairperson may postpone the meeting, provided, however, that the postponement of the said meeting shall be limited to two times, and the total time postponed shall not exceed one hour. If the shareholders' meeting is not attended by the number of shareholders representing one third or more of the total number of issued shares after two postponements, the chair shall announce the meeting in order .

  2. 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 and notice of the tentative resolution shall be made to each shareholder. Shareholders shall convene another shareholders' meeting within one month. If the shareholders' meeting is convened by way of video conference, shareholders who wish to attend by way of video conference shall re-register with the Company in accordance with Article 6 .

  3. Before the close of the said meeting, if the shareholders present represent a majority of the total amount of issued shares, the chairperson may present the tentative resolution so adopted to the meeting for resolution in accordance with the provisions of Article 174 of the Company Act.

  4. Article 10: 1. If a shareholders' meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors, and votes on relevant proposals (including extempore motions and amendments to the original proposals) shall be made one after another. The meeting shall proceed according to the schedule, which shall not be changed without a resolution made by the shareholders’ meeting.

  5. The provisions of the preceding paragraph shall apply mutatis mutandis if the shareholders' meeting is convened by a party with the power to convene other than the board of directors.

  6. The chairperson shall not adjourn a meeting without a resolution adopted by shareholders if the motions (including extraordinary motions) covered in the proceedings so arranged in the above two paragraphs shall not have been resolved. If the chairperson declares the meeting adjourned in violation of the rules of procedure, other members of the board of directors shall promptly assist the shareholders in attendance in accordance with the statutory procedures to elect a person to chair the meeting by a majority of the votes represented by the attending shareholders to continue the meeting.

  7. The chairperson shall allow ample opportunity for explanation and discussion of proposals for amendments or extempore motions put forward by shareholders. When the chairperson considers that the discussion for a proposal has reached the extent for making a resolution, he/she may announce discontinuance of the discussion, submit the proposal for resolution and arrange for sufficient ballots and time.

30

Article 11 Shareholder's speech

  1. A shareholder wishing to speak in a shareholders meeting shall first fill out a slip, specifying therein the major points of his speech, the shareholder’s account No. (or attendance card No.) and name, and the chairperson shall determine his order of giving a speech.

  2. A shareholder who submits his slip for a speech but does not actually speak shall be considered as not having given a speech. If the contents of his/her speech shall be different from those specified on the slip, the contents of his/her speech shall prevail.

  3. A shareholder shall not speak more than two times for one proposal, unless he/she has obtained prior consent from the chairperson, and each speech shall not exceed five minutes. However, if a shareholder violates the above provisions or his/her speech exceeds the scope of the motion, the chairperson may prevent him/her from doing so.

  4. When a shareholder is giving a speech, the other shareholders shall not interrupt unless they have obtained prior consent from the chairperson and the said shareholder, and the chairperson may prevent others from interrupting.

  5. If a corporate shareholder designates two or more representatives to represent it at the shareholders' meeting, only one of the representatives so designated may speak on any one proposal.

  6. After a shareholder has given a speech, the chairman may personally or designate relevant persons to respond.

  7. If a shareholders' meeting is convened by video conference, the shareholders participating by the video conference may ask questions in text form on the shareholders' meeting video conference platform after the chair declares the meeting to order. Each question may not be asked more than twice per proposal. Each submission is limited to 200 words and the provisions from Paragraph 1 to Paragraph 5 do not apply.

  8. If the question asked in the preceding paragraph does not violate the regulations or do not exceed the scope of the proposal, it is advised to disclose the question on the shareholders' meeting video conference platform for everyone to know.

Article 12 Calculation of voting shares and the recusal system

  1. The voting at a shareholders’ meeting shall be calculated in accordance with the number of shares.

  2. For resolutions of the shareholders' meeting, the number of shares held by shareholders without voting rights shall not be included in the total number of issued shares.

  3. Shareholders may not participate in the voting on proposals that involve their own interests and may harm the interests of the Company, nor may they exercise voting rights on behalf of other shareholders.

  4. The number of shares bearing no voting rights is excluded from the number of voting rights represented by attending shareholders.

  5. When a person is concurrently appointed as the proxy by two or more shareholders except for a trust enterprise or a stock affairs agency approved by the competent authority for securities, the voting rights represented by the proxy shall not exceed 3% of the total voting rights of the issued shares. Voting rights shall not be counted when exceeding the limit.

  6. Article 13 1. Each shareholder shall have one voting for each share held; however, this shall not apply to restricted shares or non-voting shares as stated in paragraph 2, Article 179 of the Company Act.

  7. When the Company holds a shareholders' meeting, electronic and written means shall be adopted for exercising voting rights; when voting rights are exercised by electronic or written means, the exercising method shall be specified in the notice for the shareholders' meeting. Shareholders casting their votes by electronic and written means shall be deemed to have attended the meeting in person. However, the shareholder shall be deemed waiving its voting rights with respect to any extempore motion and amendment to the original proposal. Therefore, the Company shall avoid

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proposing extempore motions and amendments to the original proposals.

  1. The shareholders who cast their votes by written or electronic means shall express their intentions to the Company two days prior to the shareholders’ meeting. If there is any duplication in the expression, the first one received by the Company shall prevail. This shall not apply to a declaration to revoke the previous declaration of intent.

  2. After a shareholder has exercised voting rights in writing or electronically, if he/she intends to attend the shareholders' meeting in person or electronically, he/she shall, in the same manner as the exercise of voting rights, revoke its intent two days before the meeting. If the revoking notice is overdue, the votes cast in writing or electronically shall prevail. If the voting right is exercised in writing or electronically, and a proxy is appointed to attend the shareholders' meeting by presenting a proxy form, the voting rights exercised by the proxy attending the meeting shall prevail.

  3. Unless otherwise specified in the Company Act and the articles of incorporation, a proposal shall receive the consent of attending shareholders with over half of the voting rights. At the time of voting, the chairperson or the person designated by the chairperson shall announce the total number of voting rights of the attending shareholders on each proposal, and then the shareholders shall vote on each proposal one after another. The results of shareholders' approval, disapproval and abstention shall be entered into the MOPS on the same day after the shareholders' meeting.

  4. If there is an amendment or alternative to one motion, the chairperson may combine the amendment or alternative into the original motion and determine their orders for resolution. If any one of the above is resolved, the others shall be considered as rejected, upon which no further resolution shall be required.

  5. The persons for supervising the casting of votes and the counting thereof for resolutions shall be designated by the chairperson, provided, however, that the person supervising the casting of votes shall be a shareholder.

  6. The votes for the balloting or election shall be counted in public at the venue of the shareholders' meeting. After the completion of the counting, the voting results, including the number of votes, shall be announced on the spot and shall be kept as a record.

  7. For the video conference shareholder meetings held by the company, shareholders participating via video conference must vote on resolutions and election items through the online platform once the chairperson announces the start of the meeting. Votes must be completed before the chairperson declares voting closed. Votes not submitted within the designated time are considered abstentions.

  8. If a shareholders' meeting is convened by video conference, the votes shall be counted once and the voting and election results shall be announced after the chairperson announces the close of voting.

  9. 11.When the company holds a shareholder meeting with video conference assistance, shareholders who have registered to attend the meeting via video according to Article 6 but wish to attend the physical meeting in person must cancel their registration in the same manner as their initial registration at least two days before the meeting date. If they fail to cancel the registration on time, they can only attend the shareholder meeting via video conference.

  10. Shareholders who exercise their voting rights in writing or electronically and do not revoke their intent, and who participate in the shareholder meeting via video conference, are not permitted to exercise voting rights again on the original motion, propose amendments to the original motion, or vote on amendments to the original motion, except for motions introduced at the meeting.

Article 14 Election matters

  1. The election of directors and supervisors at the shareholders' meeting shall be held in accordance with the relevant election rules established by the Company, and the election results shall be

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announced on the spot, including the list of elected directors and supervisors, the number of votes with the votes received, and the list of directors and supervisors not elected, and the number of votes with the votes received.

  1. The ballots for the election referred to in the preceding paragraph shall be sealed with the signature of the scrutineers 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.

  2. Article 15 1. The resolutions of the shareholders' meeting shall be recorded in the meeting minutes, which shall be signed or sealed by the chairperson, and the minutes shall be distributed to each shareholder within 20 days after the meeting. The preparation and preservation of the minutes may be made by electronic means.

  3. For the distribution of the meeting minutes in the preceding paragraph, the Company may make a public announcement on the MOPS.

  4. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chairperson’s full name, the method of resolution, and a summary of the deliberations and voting results (including the number of votes). If there is an election of directors or supervisors, the votes received by each candidate shall be disclosed. They shall be kept permanently throughout the duration of the Company.

  5. When shareholder meetings are conducted via video conference, the minutes must include not only the items required by the previous provisions but also the start and end times of the meeting, the method of convening the meeting, the names of the chairperson and the recorder, and the measures taken and the situation handled when disruptions occur in the video conferencing platform or in participation due to natural disasters, accidents, or other force majeure events.

  6. The Company shall comply with the preceding paragraph when convening a shareholder meeting via video conference, and specify in the minutes of the meeting the alternative measures provided to shareholders who are in difficulty who participate in the shareholders meeting by video conference.

Article 16 Public announcement

  • 1.On the day of the shareholders ' meeting , the Company shall prepare a statistical table in the prescribed format for the purpose of accounting at the venue of the shareholders' meeting. If a shareholders' meeting is held by video conference, the Company shall upload the aforementioned information to the shareholders' meeting video conference platform at least 30 minutes before the start of the meeting and continue to disclose the information until the end of the meeting .

  • 2.The Company holds a video conference of the shareholders' meeting. When announcing the meeting, the total number of shares represented by the shareholders shall be disclosed on the video conference platform. The same shall apply to the statistics on the total number of shares and voting rights of the shareholders present at the meeting.

  • 3.If a resolution of a shareholders' meeting constitutes material information under relevant laws or regulations or Taiwan Stock Exchange Corporation regulations, the Company shall transmit the content to the MOPS within the prescribed time period .

  • Article 17 Maintenance of order at the meeting venue

  • The service personnel of the shareholders’ meeting shall wear identification badges or armbands.

  • The chairperson may direct disciplinary personnel or security personnel to maintain the order of the meeting. For doing so, they shall wear a badge bearing the words of “disciplinary personnel.”

  • If the venue is equipped with sound-amplifying equipment, the chairperson may stop shareholders from speaking when they are not using the equipment provided by the Company.

  • If a shareholder violates the rules of procedure by not obeying the correction of the chairperson and

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obstructing the progress of the meeting after being stopped, the chairperson may direct the disciplinary personnel or security personnel to escort the shareholder to leave the meeting venue. Article 18 Break and resumption of the meeting

  1. When a meeting is in progress, the chairperson may announce a break based on time considerations. In the event of a force majeure, the chairperson may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, to resume the meeting.

  2. Before the completion of the agenda of the shareholders' meeting (including extempore motions), if the meeting venue is no longer available for use, the shareholders' meeting may resolve to find another venue to continue the meeting.

  3. The shareholders' meeting may decide to postpone or continue the meeting within five days in accordance with Article 182 of the Company Act.

Article 19 Information Disclosure by Video Conferencing

  • After the voting concludes for a shareholder meeting conducted via video conference, the company is obligated to promptly publish the results of each agenda item and election on the video conference platform. It is mandatory for this data to remain presented on the platform for a minimum of fifteen minutes subsequent to the chairperson's announcement of the meeting's adjournment. This practice promotes transparency and provides sufficient time for shareholders to assess the results.

Article 20 Location of the chairperson of the videoconference and the person taking note

When the Company holds a video conference, the chairperson and the person taking minutes shall be at the same place in Taiwan. The chairperson shall announce the address of such place at the time of the meeting.

Article 21 Handling of signal interruption

  1. If the shareholders' meeting is convened by video conference, the Company may provide a simple connection test to the shareholders before the meeting, and provide related services immediately before and during the meeting to assist with the resolution of communication technical problems.

  2. When holding a shareholder meeting via video conference, the chairperson must announce at the beginning of the meeting that, apart from the scenarios outlined in Article 44-20-24 of the Regulations Governing the Administration of Shareholder Services of Public Companies, which do not require a postponement or continuation of the meeting, if there are disruptions caused by natural disasters, incidents, or other force majeure events that affect the video conference platform or participation for a continuous period of thirty minutes or more, the meeting should be postponed or continued within five days, in accordance with a procedure that deviates from Article 182 of the Company Act.

  3. For the aforementioned meeting that should be postponed or adjourned, shareholders who have not registered to participate in the original shareholders' meeting by video conference shall not participate in the adjourned or adjourned meeting.

  4. For the meeting that should be postponed or adjourned in accordance with the second paragraph, the shareholders who have registered to attend the original shareholders' meeting and completed the registration via video conference do not participate in the postponed or adjourned meeting. The voting rights and voting rights shall be counted in the total number of shares, voting rights and voting rights of the shareholders present at the adjourned or continued meeting.

  5. When a shareholders meeting is postponed or adjourned in accordance with the provisions of paragraph 2, it is not necessary to re-discuss or resolve a proposal that has completed voting and vote counting, and announced the voting results or named the list of elected directors or supervisors.

  6. If during a shareholder meeting facilitated by video conferencing, the conditions mentioned in the previous provision lead to an inability to continue the meeting via video conference, and if the

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number of shares represented in person at the meeting still meets the legal quorum required for the shareholder meeting even after excluding the shares of those attending via video conference, then the shareholder meeting should continue without needing to be postponed or resumed as stipulated in the previous provision.

  1. If a shareholder participates in the shareholders' meeting by way of video conference on an event that should be continued as described in the preceding paragraph, the number of shares in attendance shall be counted in the total number of shares held by the shareholders in attendance, but such shareholder shall be deemed as abstaining from voting on all proposals in the shareholders' meeting.

  2. The Company's postponement or renewal of the meeting in accordance with the second paragraph shall be in accordance with the provisions of paragraph 7 of Article 44-2 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the date of the original shareholders' meeting and the provisions of the same Article Conduct relevant prerequisite operations.

  3. For publicly traded companies, in accordance with the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies as specified in the latter part of Article 12 and paragraph 3 of Article 13, and as stated in paragraph 2 of Article 44-5, Article 44-15, and paragraph 1 of Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company must handle the postponement or continuation of shareholder meetings in accordance with the periods specified in these provisions. This involves scheduling the shareholder meeting on a new date following the regulations stipulated in the second provision if disruptions occur.

Article 22 Handling of Digital Dropping

When the Company holds a shareholders meeting by video, it shall provide appropriate alternatives for shareholders who have difficulty in attending the meeting by video.

  • Article 23 These Rules are implemented after being approved by the shareholders' meeting; the same shall apply for any revision.

Article 24: August 2, 2022.

The 1st amendment was made on June 18, 2024.

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Appendix 2

Micro Silicon Electronics Co., Ltd.

Articles of Incorporation (before amendment)

Chapter 1 General Provisions

  • Article 1: The Company is incorporated in accordance with the provisions of the Company Act regarding limited liability companies limited by shares, and its name is Micro Silicon Electronics Co., Ltd. English name: MICRO SILICON ELECTRONICS CO.,LTD.

  • Article 2: The scope of business of the Company.

  • CC01080 Electronic Components Manufacturing

  • F401010 International Trade

  • ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

  • Article 3: The Company has its head office in Hsinchu County, and if necessary for business activities, it may set up offices and branches within and outside the territory of the Republic of China with the resolution of the board of directors and the consent of the competent authority.

  • Article 4: The Company's announcement method shall be subject to Article 28 of the Company Act and other relevant laws and regulations.

  • Article 5: The Company may provide guarantees to peers and affiliates in accordance with the Company's requirements and the consent of the board of directors. It shall be handled in accordance with the Company's Procedures for Endorsements and Guarantees.

  • Article 6: When the Company invests in other companies and becomes a shareholder with limited liability, the total amount of all investments shall not be subject to the restriction in Article 13 of the Company Act; however, such investments shall be made only after the approval of the board of directors.

Chapter 2 Shares

  • Article 7: The total authorized capital of the Company is NT$1,000,000,000, divided into 100,000,000 shares with a par value of NT$10 per share. The board of directors is authorized to issue unissued shares in batches according to laws and regulations. NT$25,000,000 of the total capital in the preceding paragraph is retained, divided into 2,500,000 shares with a part value of NT$10 per share for the conversion of stock warrants.

  • Article 8: The stocks of the Company are registered, which are issued after being signed or sealed by a director representing the Company and certified by the issuing and certifying institutions approved by the competent authority. The Company is exempted from printing any share certificate for shares issued in accordance with the preceding paragraph, provided that such shares shall be registered with a centralized securities depository and clearing institution, and the same shall apply to other securities.

  • Article 8-1: The subjects to whom the Company may transfer repurchased shares, issue employee stock warrants, issue restricted stock awards, and issue new shares for subscription according to the law may include employees of the subsidiaries of the companies controlled by or subordinated to the Company who meet certain criteria, and the board of directors may be authorized to resolve the conditions and distribution method.

  • Article 9: No change may be made to the shareholders' register within 60 days prior to the annual shareholders’ meeting, within 30 days prior to the extraordinary shareholders’ meeting, or within 5 days prior to the base date on which the Company decides to distribute dividends and bonuses or other benefits.

  • Article 10: Except as otherwise provided by laws and regulations and securities regulations, for stock transfers, creation of pledges, reports of loss, inheritance, gift, and reports of loss of seals, changes or changes in address, and other stock affairs matters of shareholders, the stock affairs operation shall be subject

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to the “Regulations Governing the Administration of Shareholder Services of Public Companies.”

Chapter 3 Shareholders' Meeting

Article 11: The Company's shareholders' meeting is divided into the following two types:

  1. An annual shareholders' meeting shall be convened at least once a year within six months after the end of each fiscal year by the board of directors in accordance with laws and regulations.

  2. An extraordinary shareholders' meetings shall be convened when necessary in accordance with the laws and regulations.

The notices for convening the meetings under the preceding two paragraphs may be given by electronic means instead of written notices.

The shareholders' meeting may be held via video conference or other means as announced by the central competent authority.

The resolutions reached at the shareholders' meeting shall be recorded in the meeting minutes and recorded in accordance with Article 183 of the Company Act. For shareholders holding less than 1,000 registered shares, the meeting minutes may be distributed by public announcement.

  • Article 12: A shareholders' meeting shall be convened by the board of directors and chaired by the chairman. When the chairman is on leave or, for any reason, unable to exercise its powers, the chairman shall appoint a director to act on his/her behalf. If the chairman does not appoint a proxy, the directors shall elect among themselves a proxy to act on his/her behalf. If the shareholders' meeting is convened by a party with the power to convene other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall elect a chairperson from among themselves.

  • Article 13: If a shareholder is unable to attend the shareholders' meeting for other reasons, he/she may issue a proxy form that is signed and sealed to the shareholders' meeting and specify the scope of authorization to appoint a proxy to attend and exercise his/her powers. A proxy is not required to be a shareholder of the Company. In addition to complying with Article 177 of the Company Act, the proxy's attendance by shareholders shall be governed by the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies.”

  • Article 14: Shareholders of the Company shall have one vote for each share held, except for the circumstances described in Article 179.

  • Article 15: Unless otherwise specified in the laws and regulations, the resolutions of the shareholders' meeting shall receive consent from attending shareholders with over half voting rights at a meeting attended by shareholders or their proxies who represent over half of the total issued shares. During the period when the Company's shares are listed on TWSE (TPEx) or the emerging stock market, electronic means shall be listed as one of the channels for shareholders to exercise voting rights. Shareholders exercising voting rights in writing or electronically are deemed to have attended the meeting in person. Relevant matters shall be subject to laws and regulations.

Chapter 4 Directors and Audit Committee

  • Article 16: The Company has five to nine directors, all of whom shall be elected by the shareholders' meeting from among persons with capacity; their term of office shall be three years, and they may be eligible for re-election.

  • Article 16-1: The number of independent directors in the number of directors stated in the preceding Article shall not be less than three, and shall not be less than one-fifth of the number of directors. Directors (including independent directors) shall be elected in accordance with the candidate nomination system stipulated in Article 192-1 of the Company Act. The professional qualifications, shareholdings, restrictions on concurrent positions, nomination and election methods and other compliance matters shall be subject to relevant regulations of the competent authority for securities.

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The board of directors may set up functional committees in accordance with the law. The establishment and powers of relevant committees shall be implemented in accordance with the regulations established by the competent authority.

  • Article 16-2: The Company has established an Audit Committee in accordance with the Securities and Exchange Act, which is composed of all independent directors, one of whom is the convener, and at least one person shall possess accounting or financial expertise. The resolution of the audit committee shall receive the consent of half of all the members or more.

  • Article 16-3: After the Company established its audit committee, it also abolished the supervisors. The committee is responsible for exercising the powers of supervisors as stated in the Company Act, Securities and Exchange Act, other laws and regulations, and the articles of incorporation.

  • Article 16-4: The 1st session of the Company’s audit committee is established on the day when independent directors are initially elected according to Article 16-1. From the date of establishment of the audit committee, the provisions of the Company regarding supervisors cease to apply. The elected supervisors shall hold office until the date when the 1st session of the Company’s audit committee is established.

  • Article 17: When a corporate shareholder of the Company is elected as a director, it shall appoint a representative to exercise its powers, and it has the right to re-appoint a representative at any time; the term of office of the re-appointed representative is to finish serving the original term of office. Where there is a director vacancy, a by-election shall be held in accordance with the laws and regulations, and the term of office is to finish serving the original term of office. After being elected, the Company shall purchase liability insurance for the indemnification liability assumed by directors within the scope of business execution according to the law and shall report it to the board of directors according to Article 193-1 of the Company Act.

  • Article 18: The board of directors is formed by the directors. A chairman shall be elected by receiving consent from over half of the attending directors at a meeting attended by over two-thirds of the directors. The chairman is the chairperson of shareholders’ meetings and board meetings and represents the Company externally. When the chairman is on leave or, for any reason, unable to exercise its powers, the chairman shall appoint a director to act on his/her behalf. If the chairman does not appoint a proxy, the directors shall elect among themselves a proxy to act on his/her behalf. The chairman has the right to sign documents in the name of the Company in accordance with the resolution of the board of directors and act on the board of directors’ behalf based on the resolutions of the shareholders’ meeting or the board of directors.

  • Article 19: Unless otherwise provided by the Company Act, the board meetings shall be convened by the chairman at least once every quarter. A director may engage another director to attend the board meeting as a proxy; however, each time, a proxy form shall be issued, and the scope of authorization for the reasons for convening the meeting shall be listed; each proxy may be appointed by only one person. If the board meeting is held by way of video conference, the directors participating in the meeting by video conference shall be deemed to have attended the meeting in person.

  • Article 20: Unless otherwise provided in the Company Act, a resolution of the board of directors shall be made with the attendance of more than half of the directors and the consent of more than half of the directors present.

  • Article 21: The proceedings of the board of meetings shall be recorded in the meeting minutes, signed or sealed by the chairperson, and the minutes shall be distributed to the directors within 20 days after the meeting, which can be recorded by electronic means. The minutes shall record the year, month, date, and venue of the meeting, the name of the chairperson, the methods by which resolutions were adopted, and the summary of the deliberations and their results, and shall be kept permanently

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throughout the duration of the Company.

  • Article 22: When the Directors of the Company execute their businesses, regardless of the Company's operating gains or losses, the Company shall pay their compensation, and the Board is authorized to determine the compensation in accordance with their level of participation in the Company's business with reference to the general standards within the industry. When the Company has a surplus, remuneration shall be distributed in accordance with Article 25.

Chapter 5 Managers

  • Article 23: The appointment, dismissal and remuneration of the Company's managers are handled in accordance with Article 29 of the Company Act.

Other employees of the Company are appointed and dismissed by the president in accordance with the law.

After the Company has established its remuneration committee, its remuneration shall be subject to relevant requirements under the

  • “Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange.”

Chapter 6 Accounting

  • Article 24: At the end of each fiscal year, the board of directors shall prepare the business report, financial statements, the proposal for earning distribution or loss compensation, and other statements and books and submit them to the annual shareholders' meeting for ratification 30 days before the meeting.

  • Article 25: The Company shall allocate no more than 3% of the net profit before tax for the period and before the deduction of the remuneration of employees and remuneration of Directors of the year as remuneration of Directors and 5% to 12% as remuneration of employees. However, if the Company has accumulated losses, it shall preserve the amount in advance for compensation.

  • 20% of the employee remuneration amount in the preceding paragraph shall be distributed as remuneration to grassroots employees.

The remuneration of employees in the first paragraph may be paid in shares or cash, and the payment counterparty may include employees of subordinates who meet the conditions set by the Board. The remuneration of Directors may only be paid in cash. The remuneration stated in the first and this item paragraphs shall be resolved by obtaining consent from over half of the attending Directors at a Board meeting attended by two-thirds of the Directors or more and shall be reported to the shareholders’ meeting.

When the Company has no accumulated losses, the Board is authorized to make the resolution by obtaining the consent from over half of the attending Directors at a Board meeting attended by two-thirds of the Directors or more to distribute the entire or partial legal reserve (the portion that exceeds 25% of paid-in capital) and the capital reserve that complies with the Company Act, and report it to the shareholders’ meeting.

  • Article 26: If there is a net profit after tax of the year after the final account of the year, the Company shall first offset the accumulated losses and then set aside 10% of the legal reserve as required by law; however, when the legal reserve reaches the amount of the Company's paid-in capital, this shall not apply. In addition, if there is a surplus after setting aside or reversing the special reserve according to laws and regulations or the requirements of the competent authority, combine it with accumulated undistributed earnings at the beginning of the same period (including the adjusted amount of undistributed earnings); the Board shall prepare a proposal for earning distribution, and submit it to the shareholders' meeting for the resolution of the distribution of shareholders’ dividends and bonuses.

The distribution of shareholders’ dividends and bonuses shall be no less than 10% of the

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distributable earnings of the year. The distribution of shareholders’ dividends and bonuses may be made in cash or stock; however, the ratio of cash dividend distribution shall be no less than 10% of the total dividends. The dividend distribution dividend shall be subject to the Company's current and future investment environment, capital requirements, domestic and international competition conditions, capital budget and other factors, while taking into account the interests of shareholders, the balanced dividends, and the Company's long-term financial plan. The Board shall formulate the proposal for distribution each year according to the law and submit it to the shareholders’ meeting. The Company authorizes the Board to make the resolution by obtaining the consent from over half of the attending Directors at a Board meeting attended by two-thirds of the Directors or more to distribute the entire or partial dividends and bonuses to be distributed in cash and report it to the upcoming shareholders’ meeting.

Chapter 7 Supplementary Provisions

Article 27: The Company's charter and work rules shall be stipulated separately.

Article 28: Unaddressed matters in these Articles shall be handled in accordance with the Company Act and relevant laws and regulations.

Article 29: The Articles were established on July 25, 1987. The first amendment was made on January 10, 1989. The second amendment was made on March 15, 1990. The third amendment was made on January 10, 1991. The fourth amendment was made on July 25, 1991. The fifth amendment was made on August 30, 1991. The sixth amendment was made on September 8, 1994. The seventh amendment was made on March 19, 1995. The eighth amendment was made on December 18, 1995. The ninth amendment was made on October 30, 1996. The tenth amendment was made on December 7, 1996. The eleventh amendment was made on February 17, 1997. The twelfth amendment was made on June 25, 1997. The thirteenth amendment was made on February 10, 1998. The fourteenth amendment was made on April 30, 1999. The fifteenth amendment was made on May 31, 1999. The sixteenth amendment was made on June 26, 2002. The seventeenth amendment was made on June 28, 2005. The eighteenth amendment was made on June 26, 2008. The nineteenth amendment was made on June 26, 2009. The twentieth amendment was made on June 21, 2011. The twenty-first amendment was made on June 22, 2016. The twenty-second amendment was made on June 27, 2017. The twenty-third amendment was made on June 26, 2019. The twenty-fourth amendment was made on June 25, 2021. The twenty-fifth amendment was made on April 22, 2022. The twenty-sixth amendment was made on August 2, 2022. The twenty-seventh amendment was made on May 28, 2025.

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Appendix 3

Micro Silicon Electronics Co., Ltd.

Rules for election of directiors

  • Article 1: To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Articles 21 and 41 of the Corporate Governance Best-Practice Principles Listed Companies.

  • Article 2: Except as otherwise provided by law and regulation or by this Corporation's articles of incorporation, elections of directors shall be conducted in accordance with these Procedures.

  • Article 3: The overall composition of the board of directors shall be taken into consideration in the selection of this Corporation's directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:

  • 1.Basic requirements and values: Gender, age, nationality, and culture.

  • 2.Professional knowledge and skills:A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience. Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:

    • (1) The ability to make judgments about operations.

    • (2) Accounting and financial analysis ability.

    • (3) Business management ability.

    • (4)Crisis management ability.

    • (5) Knowledge of the industry.

    • (6) An international market perspective.

    • (7) Leadership ability.

    • (8)Decision-making ability.

  • 3.More than half of the directors shall be persons who have neither a spousal relationship nor a relati onship within the second degree of kinship with any other director.

  • 4.The board of directors of this Corporation shall consider adjusting its composition based on the res ults of performance evaluation.

  • Article 4: 1.The qualifications for the independent directors of this Corporation shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Publi Companies.

  • 2.The election of independent directors of this Corporation shall comply with Articles 5, 6, 7, 8, and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with Article 24 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

  • Article 5:1.Elections of directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.

  • 2.When the number of directors falls below five due to the dismissal of a director for any reason, this Corporation shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in this Corporation’s articles of incorporation, this Corporation shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

  • 3.When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse,

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a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

  • Article 6: The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.

  • Article 7: The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

  • Article 8: The number of directors will be as specified in this Corporation's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

  • Article 9: Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.

  • Article 10: A ballot is invalid under any of the following circumstances:

  • The ballot was not prepared by a person with the right to convene.

  • A blank ballot is placed in the ballot box.

  • The writing is unclear and indecipherable or has been altered.

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

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

  • Article 11: 1.The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site.

  • 2.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.

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

  • Article 13: These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.

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Appendix 4

Micro Silicon Electronics Co., Ltd.

Shareholding of Directors

  • 1.The Company's paid-in capital is NTD 687,020,000 , and the number of issued shares is 68,702,000 .

  • In accordance with Article 26 of the Securities and Exchange Act and Article 2 of the "Rules for the Verification of Shareholdings of Directors and Supervisors of Publicly Offered Companies", the minimum number of shares that all directors shall hold shall not be less than 5,496,160 shares.

  • As of the date of suspension of share transfer for the shareholders' meeting, the number of shares held by individual and all Directors as recorded in the shareholder register is as follows:

Date: March 30,2026 Date: March 30,2026
Title Name Shareholding as
recorded in the
shareholder register on
the book closure date
Shareholding
ratio (%)
Chairman Da Ri Yue Investment Co., Ltd.
Representative:Chang, Bing-Tang
14,798,896 21.54%
Director Chen Zhen Investment Co., Ltd.
Representative:Chang, Chen
1,225,000 1.78%
Director Peng, Ying-Kuang 1,185,090 1.72%
Director Yang,Shih-Lan - -
Independent
Director
Chang, Chu-Hsing - -
Independent
Director
Wen, Wan-Shou - -
Independent
Director
Tan,Chung-Min - -
Independent
Director
Sheng Chun Sha - -
Number of shares held by all directors 17,208,986 25.04%

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Appendix 5

Other explanatory items

Explanation for the handling of shareholders' proposals at the General Shareholders' Meeting: Description:

  1. According to Article 172-1 of the Company Act, a shareholder holding one percent or more of the total number of issued shares may propose to the company a proposal for a regular shareholders' meeting. However, it is limited to one proposal only, and any proposal with more than one proposal will not be included in the meeting agenda.

  2. The Company accepted the shareholders' written proposal applications for this year's shareholders' meeting. The period was from March 20, 2026 to March 30, 2026, and it was announced on the Market Observation Post System according to laws.

  3. The Company did not receive any shareholders' proposal in writing.

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