MVI - AGM Information 2023 | FinancialReports.eu

Mosel Vitelic Inc. 2023 Annual General Meeting Minutes

Time: Thursday, May 25, 2023 9:00 am

Location: No.1 Creation Rd.1, Hsinchu Science Park, Hsinchu

Convening Methods: Physical shareholders’ meeting

Attendants: All shareholders and their proxy holders, representing 97,201,409 shares (among them, 10,199,984 shares voted via electronic transmission), or 62.24% of the total 156,156,744 outstanding shares

Board Members Present: I-Hsien Tang, Shao-Wen Hsieh, Ching-Hsiang Lin, Actron Technology

Corporation Representative: Chien-Chih Lu and Liang-Kai Wang

Chairperson: I-Hsien Tang

Chairman Minute Recorder: Annie Chiu

I. Chairman announced commencement.

II. Chairman’s Address (omitted)

III. Status Reports

(1) Reported the business of 2022 (see Attachment 1)
(2) Audit Committee’s review report (see Attachment 2)
(3) Report the distribution of 2022 employees' and directors' compensation
Explanatory Notes:
(I) Per the Company’s Articles of Incorporation article 21-1, “The Company shall allocate2.5% to 10% of profit as employees’ compensation and no more than 2% of profit as directors’ compensation for each profitable fiscal year.”
(II) The Company proposed to distribute NT$62,518,764 as employees’ cash compensation and NT$12,441,234 as directors’ cash compensation.
(4) To report 2022 earnings distribution
Explanatory Notes:

Pursuant to the Articles of Incorporation of the Company, the Board of Directors is authorized to resolve to distribute earning in cash after the end of each half-year. The respective amounts and payment dates of 2022 cash dividends of each half year approved

by the Board of Directors are demonstrated in the table below:

2022	Approval Date	Distribution Date	Cash Dividends Per Share(NT$)	Cash Dividend Total Amount(NT$)
First half	2022/10/28	2023/02/24	1.0	156,156,744
Second half	2023/03/07	2023/08/25	1.0	156,156,744
Total			2.0	312,313,488

IV. Approval Items

(1) It was proposed to accept 2022 Business Report and Financial Statements (Proposed by the Board of Directors)

Explanatory Notes:

(I) The Company's 2022 Financial Statements, including: Balance Sheets, Statement of Comprehensive Income, Statement of Change in Equity and Statements of Cash Flows, were audited by independent auditors, Ms. Ya-Hui Cheng and Ms.Shu-Chien Pai of PwC Taiwan.
(II) Please refer to the 2022 Business Report (Attachment 1) and Independent Auditor’s

Audit Report and the aforementioned Financial Statements (Attachments 3 and 4). Voting Result: 97,201,409 shares were represented at the time of voting (including votes casted electronically)

casted electronically)
Voting Results*	% of the total represented share present
Votes in favor: 90,903,108 votes (3,901,793 votes)	93.52%
Votes against: 76,866 votes (76,866 votes)	0.07%
Votes invalid: 0 votes	0.00%
Votes abstained: 6,221,435 votes(6,221,325 votes)	6.40%

including votes casted electronically (numbers in brackets)

RESOLVED, that the 2022 Business Report and Financial Statements were hereby accepted

as submitted.

(2) It was proposed to accept the distribution of 2022 earnings (Proposed by the Board of Directors)

Explanatory Notes:

(I) The Company’s 2022 earnings distribution proposal was approved by the Board of Directors through resolution.
(II) Please refer to the 2022 Statement of Earnings Distribution of the Company

(Attachment 5).

Voting Result: 97,201,409 shares were represented at the time of voting (including votes casted electronically)

% of the total represented share Voting Results* present

Votes in favor: 90,895,966 votes (3,894,651 votes)	93.51%
Votes against: 81,331 votes (81,331 votes)	0.08%
Votes invalid: 0 votes	0.00%
Votes abstained: 6,224,112 votes(6,224,002 votes)	6.40%

including votes casted electronically (numbers in brackets)

RESOLVED, that the 2022 earnings distribution was hereby accepted as submitted.

V. Directors Election

Election of the Company’s 13th term of Directors (Proposed by the Board of Directors) Explanatory Notes:

(I) The 12th term of the Directors of the Board of the Company will be matured on June 16, 2023; therefore, The Company will elect the 13 th term of Directors during the 2023 annual general meeting.
(II) According to Article 13 and Article 13-2 of the Articles of Incorporation of the Company, 9 directors (including 4 independent directors) will be considered for the Board. The Company’s Directors are elected by adopting a nominating system. Shareholders shall elect Directors from the list of Director Candidates. Please refer to the director candidate roster (Attachment 6).
(III) The term for elected Directors is three years, starting from May 25th, 2023 to May
24th, 2026. The 12th term of Directors will be dismissed on the date the new directors are elected.

Election Result:

Nine Directors (including four Independent Directors) were elected by the shareholders present. The list of the newly elected directors with votes received follows:

Title	Name	Votes Received
Director	I-Hsien Tang	103,616,830
Director	Actron Technology Corporation Representative: Tang-LiangYao	102,894,235
Director	Actron Technology Corporation Representative: Hsien-ChungWu	102,450,870
Director	Actron Technology Corporation Representative: Chien-Chih Lu	102,415,694
Director	Liang-Kai Wang	90,237,312
Independent Director	Shao-Wen Hsieh	78,967,617
Independent Director	Ching-Hsiang Lin	78,779,180
Independent Director	Chen-Tu Liu	78,673,379
Independent Director	Chung- Wen Lan	78,669,019

VI. Discussion Items ：

(1) It was proposed to release non-compete restrictions on newly-elected directors and their representatives

Explanatory Notes:

(I) According to Article 209 of the Company Act, any Director conducting business for himself/herself/itself or on another's behalf, whereby the scope of the business coincides with the scope of the Company's business, shall explain at the Shareholders’ Meeting the essential contents of such conduct, and obtain approval from shareholders in the Meeting.
(II) It is proposed to request the Shareholders' Meeting to release the non-compete restrictions on newly-elected directors, who participate in the operations of another company that engages in the same or similar business scope as the Company.
(III) Please refer to the details of the Cancellation of Non-compete Restriction for Directors (Attachment 7).

Voting Result: 97,201,409 shares were represented at the time of voting (including votes casted electronically)

casted electronically)
Voting Results*	% of the total represented share present
Votes in favor: 90,841,554 votes (3,840,239 votes)	93.45%
Votes against: 86,773 votes (86,773 votes)	0.08%
Votes invalid: 0 votes	0.00%
Votes abstained: 6,273,082 votes(6,272,972 votes)	6.45%

including votes casted electronically (numbers in brackets)

RESOLVED, that the newly directors and their representatives were hereby released from non-compete restrictions.

(2) It was proposed to approve revisions to the Articles of Incorporation (Proposed by the Board of Directors)

Explanatory Notes:

(I)To amend some provisions of the Company’s Articles of Incorporation in response of the Company’s operating needs.
(II) Please refer to the Comparison Table for Amendments of “Articles of Incorporation” (Attachment 8).

Voting Result: 97,201,409 shares were represented at the time of voting (including votes casted electronically)

casted electronically)
Voting Results*	% of the total represented share present
Votes in favor: 90,880,189 votes (3,878,874 votes)	93.49%
Votes against: 60,612 votes (60,612 votes)	0.06%
Votes invalid: 0 votes	0.00%

Votes abstained: 6,260,608 votes(6,260,498 votes)

6.44%

including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal was hereby approved as proposed

(3) It was proposed to approve the issuance of employee restricted stock awards for year 2023 (Proposed by the Board of Directors)

Explanatory Notes:

I. The Company In order to reward the contribution of outstanding employees and to enhance employees’ loyalty and commitment to the Company, as well as, to achieve interests for the Company and shareholders jointly. Therefore, it is proposed that the Company issue employee restricted stock awards to its employees in accordance with Article 267,Paragraph 9 of the Company Act and the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” promulgated by the Financial Supervisory Commission (hereinafter referred to as the “Offering and Issuance Regulations”.). The details of the employee restricted stock awards proposed to be issued are as follows:

Total amount of issuance: Common shares of a total of 1,500,000 shares, at par value of NT$10 per share, for a total of NT$15,000,000.

Conditions for issuance: Expected issue price: The shares are Issued with an issue price of NT$10 per share. Vesting conditions:

If an employee, after having been granted an employee restricted stock award, who remains on the job on the vesting date, is determined by the Company as having not violated the employment contract, trust agreement, corporate governance best practice principles, ethical corporate management best practice principles, work handbook, non-compete and non-disclosure agreement of the Company or any other agreement with the Company, and has fulfilled the personal performance rating of B+ or higher for the last year prior to the end of each vesting period, proportions of the vesting shares to be granted for such employee on the vesting date each year is as follows: On the job for one year after granting: 30%

On the job for two years after granting: 30%

On the job for three years after granting: 40%

Type(s) of shares Issued: New common shares of the Company.

Measures to be taken when employees fail to meet the vesting conditions or in the event of in heritance: where an employee has failed to fulfill the vesting conditions, the shares granted to him/her will be recovered and canceled by the Company without compensation. Any other matters will be subject to the regulations established by the Company to govern the issuance of the shares.

Employee eligibility and number of grantable shares:

Only the Company’s full-time and operation related employee who has already been on the job on the date of the granting of employee restricted stock awards shares is eligible for this incentive plan. Such employee shall be a core talent and have significant contributions to the Company.
The number of grantable employee restricted stock award shares will be based on job performance, overall contribution, special achievement or other conditions required as the basis for management and considering the Company operation and business developed needs. The number of shares granted shall be approved by the Chairman and submitted to the Board of Directors for resolution. Any employee who holds a director and /or managerial position shall be subject to the approval of the Remuneration Committee.

Reasons necessary for issuance of restricted stock awards:

The Company In order to return the contribution of outstanding employees and to

enhance employees’ loyalty and commitment to the Company, as well as, to achieve interests for the Company and shareholders jointly.

Calculated expense amount:

The Company shall measure the fair value of the shares on the grant date and recognize the related expense by year during the vesting period. Under the circumstance where all the vesting conditions have been fulfilled, the total estimated calculated expense amount at NTD 41.4, the closing price of the Company’s common stock on February 24, 2023, is NT$47,100 thousand. The estimated calculated expense amounts for 2024 to 2026 respectively are NT$27,475 thousand, NT$13,345 thousand, and NT$6,280 thousand.

Dilution of EPS and other matters affecting the interest of shareholders:

Calculated on the basis of 156,156,744, the number of the Company’s outstanding
common shares, the dilution of Company’s EPS is estimated in the amount of NTD 0.18, NTD 0.08 and NTD 0.04 for 2024 to 2026, respectively. The dilution of the Company’s EPS is limited, so there is no significant impact on the interest of shareholders
II. Where the conditions set for this issue of restricted stock award shares require were vision or amendment due to instructions from the competent authority, amendment of the applicable laws and regulations or conditions in the financial market, it is proposed that a Shareholder’s Meeting will authorizes the Board of Directors or person authorized by the Board to deal with the matter at full discretion.
III. Please refer to the Company’s “2023 Regulations Governing the Issuance of Employee Restricted Stock Awards” (Attachment 9).

Voting Result: 97,201,409 shares were represented at the time of voting (including votes casted electronically)

% of the total represented share Voting Results* present

Votes in favor: 90,547,901 votes (3,546,586 votes)	93.15%
Votes against: 387,565votes (387,565 votes)	0.39%
Votes invalid: 0 votes	0.00%
Votes abstained: 6,265,943 votes(6,265,833 votes)	6.44%

including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal was hereby approved as proposed

There being no other business and special motion, upon a motion duly made and seconded the meeting was adjourned.

VII. Extraordinary Motions: None.

V. Meeting Adjourned: Meeting ended at 09:27 am

(The minutes of this shareholders' meeting shall state only the main subject of the meeting and the outcome of the motion; the content of the meeting and the shareholders' speech shall still be subject to the audio and video record of the meeting)

Attachment 1

Mosel Vitelic Inc. Business Report

Looking back to 2022, the global semiconductor continued the growth dynamics in 2021 and the demand was over the production capacity supply capacity, which was beneficial to the growth of revenue and profit margin. However, due to the impact of unfavorable factors of city lockdown in China, Russia-Ukrainian War and the global overall economic environment changes, the demands for end consumer electronic products continued to be weak, such that the semiconductor demand decreased significantly, and the market entered the inventory adjustment stage during the second half of the year.

The Company’s operation result in 2022 continued to stay strong, which was mainly benefited from the optimization of product mix and exchange rate. Despite some of the consumer end market demand trend was weak, the demands from the automotive and industrial control sectors were stable, and the long-term contract cooperation signed with customers was also relatively stable along with proper control of costs and expenses, such that the Company was able to achieve a remarkable profit outcome for the year. The 2022 business result and 2023 business plan overview are explained in the following:

With the support of customers and the efforts of all employees of the Company, the annual consolidated revenue for 2022 was approximately NT$2.152 billion, an increase of 10.22% from last year. The operating revenue was approximately NT$358 million, an increase of 37.22% from the year before. The annual net income after tax was approximately NT$554 million, and the earnings per share was NT$3.53.

Over the past few years, the Company has actively collaborated with upstream and downstream suppliers and strategic partners in the automotive power devices market. In 2022, the automotive product output weight has exceeded 27%, an increase of 24% from the previous year’s production volume. In additional to the existing well established automotive diodes, increasing types of automotive Power MOSFET have also entered mass production successfully. On IGBT (Insulated Gate Bipolar Transistor) products, the output volume in 2022 has achieved a significant growth of approximately 90% from the year before. Since demand for IGBT continues to increase in the industrial and automotive markets significantly, the Company has equipped with the production equipment for the front and rear processing of FS IGBT wafers. The first FS IGBT product has completed reliability verification test last year, and has started small quantity trial production in Q4. The Company will continue to target at the home appliance, green power and industrial IGBT applications, and will also enter the automotive market in cooperation with customer’s demands. Accordingly, we expect to achieve steady growth momentum going forward.

For almost two decades, the company has put in a lot of effort in power device development mainly for power management applications. In addition to continuous collaboration with current and potential customers to seek business opportunities and to achieve win-win situation, to diversify the product and market concentration from consumer market, the Company continues to drive for process optimization and focuses on the development of automotive and industrial control related products with goal on higher profit and growth rate. Furthermore, the Company also actively develops and expands the production capacity for customized automotive diodes, automotive Power MOSFET, Shield-gate Power MOSFET and IGBT. Future plan includes the development of next

generation wide bandgap product and process technology platforms.

Looking into the year of 2023, the quarantine policies implemented for the COVID-19 pandemic have been lifted progressively worldwide, and the interest rate increase policies adopted by countries are also mitigated. However, there are still uncertainties and risks in the market due to the surge in energy and commodity supplies prices caused by the Russia-Ukrainian War, global economic recession, destocking, geopolitics and reshaping of supply chain from global to regional. However, in spite of the slow market, we expect that automotive electronics, industrial control power devices and HPC (high performance computing) will still be the main driving sources of growth for the semiconductor market.

With increasing sales and understanding in the automotive and industrial markets and demands, the company is confident that through the leadership of the management team and effort from all employees, with continuous effort to enhance technologies, operation and quality levels, upgrade tool and to execute various cost effective measures to increase overall competitiveness and efficiency of our products. The company also looks forward to have collaborative opportunities with more international IDMs and through joint effort with strategic customers, to speed up time to market on more competitive new products, thereby establishing a long-term and stable customer group to further drive revenue and profit growth.

The Company's management team and all of its employees fully understand the shareholders' and the general public's expectations of the Company.Despite the harsh business environment and challenges, we will continue to accelerate R&D innovation, strengthen competitive advantages, step up cost control measures and do best to improve operation performance. We look forward to sharing a positive outcome and achievement with all shareholders and customers.

Chairman: I-Hsien Tang

President: I-Hsien Tang Accounting Officer: Ya-Fei Yang

Attachment 2

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2022 Business Report, Financial Statements, and proposal for earnings distribution. Financial Statements were audited by PwC Taiwan and they issued an audited report accordingly. We, as the Audit Cpmmittee of the Company, have reviewed the Business Report, Financial Statements, and proposal for earnings distribution and do not find any discrepancies. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

Mosel Vitelic Inc.

Chairman of the Audit Committee: Shao-Wen Hsieh

March 7, 2023

Attachment 3

Independent Auditors’ Report

The Board of Directors and Shareholders Mosel Vitelic Inc.

Opinion

We have audited the accompanying consolidated financial statements of Mosel Vitelic Inc. and its subsidiaries (the “Group”), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the Group for the year ended December 31, 2022. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the Group's consolidated financial statements for the year ended December 31, 2022 are stated as follows:

Recognition of foundry service income

Description

Please refer to Note 4(27) of the consolidated financial statements for detailed accounting policies on

foundry service revenue recognition. Please refer to Note 6(22) of the consolidated financial statements for details of operating revenue.

For the foundry service revenue of Mosel Vitelic Inc. (the “Company”), the revenue is recognized over time. Since the completion level is determined based on the actual cost incurred over the estimated total cost, it involves estimation uncertainly. As the foundry service revenue is considered to have material impact on the financial statements, we are of the opinion that the foundry service revenue of the Company shall be listed as a key audit matter for the current year.

Responding Audit Procedures

The responding audit procedures for the recognition of foundry service income adopted by us are as follows:

Interviewed with the management to understand and assess relevant accounting policies on revenue recognition, and tested relevant internal control design and implementation status.
According to the understanding of the Company’s model, assessed the reasonableness of its revenue recognition based on the time when its foundry service is provided.
Understood relevant procedures adopted by the Company for the estimated total cost summarization and assessed the reasonableness of completion percentage estimation.
Randomly inspected the sales price and contract performance obligation of original sales orders, in order to verify the accuracy of service revenue recognition.

Other Matters – Parent Company Only Financial Statements

We have also audited the parent company only financial statements of Mosel Vitelic Inc. as of and for the years ended December 31, 2022 and 2021 on which we have issued an unmodified opinion.

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

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

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

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

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

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 the consolidated financial statements. As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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 statements that we have complied with relevant independence declaration specified in the Code of Ethics for Professional Accountants of the Republic of China, and we have also communicated with governance on all relationships and other matters (including relevant protective measures) that may reasonably be thought to bear on our independence.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest

benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are

Ya-Hui Cheng and Shu-Chien Pai.

PricewaterhouseCoopers, Taiwan

March 7, 2023

Notice to Readers

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

For the convenience of readers, the independent auditors' report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and financial statements shall prevail .

Mosel Vitelic Inc. and Subsidiaries

Consolidated Balance Sheets December 31, 2022 and 2021

Assets	Notes 6(1) 6(4) and 8 6(5) 6(5) and 7 6(6) 6(7) and 9(2) 6(3) 6(4) and 8 6(9) 6(10) 6(11)	(In Thousands of New Taiwan Dollars) December 31,2022 December 31,2021 Amount % Amount % `$` `1,774,765` `42` `$` `478,819` `12` `647,686` `16` `1,811,625` `46` `249,612` `6` `261,623` `7` `91,630` `2` `82,822` `2` `6,315` `-` `6,688` `-` `1,968` `-` `573` `-` `290,830` `7` `209,405` `6` `24,695` `1` `28,409` `1` `3,087,501` `74` `2,879,964` `74` `29,337` `1` `35,706` `1` `17,907` `-` `17,907` `-` `461,699` `11` `429,770` `11` `306,655` `7` `321,291` `8` `498` `-` `720` `-` `280,064` `7` `226,216` `6` `1,096,160` `26` `1,031,610` `26` `$` `4,183,661` `100` `$` `3,911,574` `100`
		Amount `$` `1,774,765` `647,686` `249,612` `91,630` `6,315` `1,968` `290,830` `24,695` `3,087,501` `29,337` `17,907` `461,699` `306,655` `498` `280,064` `1,096,160` `$` `4,183,661`
Current assets 1100 Cash and cash equivalents 1136 Financial assets at amortized cost - current 1170 Accounts receivable, net 1180 Accounts receivable - related parties, net 1200 Other receivables 1220 Current tax assets 130X Inventories 1410 Prepayments 11XX Total current assets Non-current assets 1517 Financial assets at fair value through other comprehensive income - non-current 1535 Financial assets at amortized cost - non-current 1600 Property, plant and equipment 1755 Right-of-use assets 1780 Intangible assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets

(Continued on next page)

Mosel Vitelic Inc. and Subsidiaries

Consolidated Balance Sheets December 31, 2022 and 2021

(In Thousands of New Taiwan Dollars)

Liabilities and equity December 31,2022
December 31,2021
Notes
Amount
%
Amount
%
6(22)
$
15,320
-
$
23,833
1
7
-
7
-
6(12)
172,573
4
178,078
4
6(13)
396,701
10
217,996
6
6(29)
555
-
-
-
8,093
-
10,289
-
6(14) and 7
298,831
7
273,955
7
892,080
21
704,158
18
312,347
8
318,956
8
6(15) (16) and 7
290,619
7
551,638
14
602,966
15
870,594
22
1,495,046
36
1,574,752
40
6(18)
1,561,567
37
1,561,567
40
6(19)
570,051
14
570,051
14
6(20)
52,665
1
-
-
78,822
2
36,808
1
480,078
12
225,219
6
6(21)
(
80,825 ) (
2) (
78,987) (
2)
2,662,358
64
2,314,658
59
4(3)
26,257
-
22,164
1
2,688,615
64
2,336,822
60
9
11
$
4,183,661
100
$
3,911,574
100

Current liabilities
2130
Contract liabilities - current
2150
Notes payable
2170
Accounts payable
2200
Other payables
2230
Current tax liabilities
2280
Lease liabilities - current
2300
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2580
Lease liabilities - non-current
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity attributable to the owners of
the parent company
Share capital
3110
Common shares
Capital surplus
3200
Capital surplus
Retained earnings
3310
Appropriated as legal capital reserve
3320
Appropriated as special capital
reserve
3350
Unappropriated earnings
Other equity interest
3400
Other equity interest
31XX
Total equity attributable to the
owners of the parent company
36XX
Non-controlling interests
3XXX
Total equity
Significant contingent liabilities and
unrecognized contract commitments
Significant Subsequent Events
3X2X
Total liabilities and equity

Liabilities and equity	December 31,2022 December 31,2021 Notes Amount % Amount % 6(22) `$` `15,320` `-` `$` `23,833` `1` `7` `-` `7` `-` 6(12) `172,573` `4` `178,078` `4` 6(13) `396,701` `10` `217,996` `6` 6(29) `555` `-` `-` `-` `8,093` `-` `10,289` `-` 6(14) and 7 `298,831` `7` `273,955` `7` `892,080` `21` `704,158` `18` `312,347` `8` `318,956` `8` 6(15) (16) and 7 `290,619` `7` `551,638` `14` `602,966` `15` `870,594` `22` `1,495,046` `36` `1,574,752` `40` 6(18) `1,561,567` `37` `1,561,567` `40` 6(19) `570,051` `14` `570,051` `14` 6(20) `52,665` `1` `-` `-` `78,822` `2` `36,808` `1` `480,078` `12` `225,219` `6` 6(21) ( `80,825 ) (` `2) (` `78,987) (` `2)` `2,662,358` `64` `2,314,658` `59` 4(3) `26,257` `-` `22,164` `1` `2,688,615` `64` `2,336,822` `60` 9 11 `$` `4,183,661` `100` `$` `3,911,574` `100`
Current liabilities 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2200 Other payables 2230 Current tax liabilities 2280 Lease liabilities - current 2300 Other current liabilities 21XX Total current liabilities Non-current liabilities 2580 Lease liabilities - non-current 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity attributable to the owners of the parent company Share capital 3110 Common shares Capital surplus 3200 Capital surplus Retained earnings 3310 Appropriated as legal capital reserve 3320 Appropriated as special capital reserve 3350 Unappropriated earnings Other equity interest 3400 Other equity interest 31XX Total equity attributable to the owners of the parent company 36XX Non-controlling interests 3XXX Total equity Significant contingent liabilities and unrecognized contract commitments Significant Subsequent Events 3X2X Total liabilities and equity

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

Managerial Officer: I-Hsien Tang

Accounting Officer: Ya-Fei Yang

Chairman: I-Hsien Tang

Mosel Vitelic Inc. and Subsidiaries Consolidated Statement of Comprehensive Income For the years ended December 31, 2022 and 2021

Item (In Thousands of New Taiwan Dollars, Except Earnings Per Share)
2022
2021
Notes
Amount
%
Amount
%
6(22) and 7
$
2,151,511
100
$
1,951,967
100
6(6) (27)
(28)
(
1,533,642 ) (
71) (
1,462,141 ) (
75)
617,869
29
489,826
25
6(27) (28)
(
22,911 ) (
1) (
22,776 ) (
1)
(
122,384 ) (
6) (
107,172 ) (
5)
(
114,271 ) (
5) (
98,770 ) (
5)
(
259,566 ) (
12) (
228,718 ) (
11)
358,303
17
261,108
14
6(23)
24,220
1
3,586
-
6(24)
2,410
-
2,546
-
6(25)
178,152
8 (
10,711 ) (
1)
6(26)
(
8,242 )
- (
8,469 )
-
196,540
9 (
13,048 ) (
1)
554,843
26
248,060
13
6(29)
(
555 )
-
-
-
$
554,288
26
$
248,060
13
6(16)
$
33,545
1 ( $
20,019 ) (
1)
6(3) (21)
(
2,431 )
-
5,215
-
$
31,114
1 ( $
14,804 ) (
1)
$
585,402
27
$
233,256
12
$
550,228
26
$
245,238
13
4,060
-
2,822
-
$
554,288
26
$
248,060
13

4000
Operating revenue
5000
Operating costs
5900
Gross profit
Operating expenses
6100
Sales and marketing expenses
6200
General and administrative
expenses
6300
Research and development
expenses
6000
Total operating expenses
6900
Income from operations
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Financial costs
7000
Total non-operating income and
expenses
7900
Net income before tax
7950
Income tax expenses
8200
Net income
Other comprehensive income (loss)
Items that will not be reclassified
subsequently to profit or loss
8311
Remeasurement of defined benefit
pension plans
8316
Unrealized gains or losses on
investments in equity instruments
measured at fair value through
other comprehensive income
8300
Other comprehensive income (loss),
net
8500
Total comprehensive income
Net income attributable to:
8610
Owners of the parent company
8620
Non-controlling interests

Item	(In Thousands of New Taiwan Dollars, Except Earnings Per Share) 2022 2021 Notes Amount % Amount % 6(22) and 7 `$` `2,151,511` `100` `$` `1,951,967` `100` 6(6) (27) (28) `(` `1,533,642 ) (` `71) (` `1,462,141 ) (` `75)` `617,869` `29` `489,826` `25` 6(27) (28) `(` `22,911 ) (` `1) (` `22,776 ) (` `1)` `(` `122,384 ) (` `6) (` `107,172 ) (` `5)` `(` `114,271 ) (` `5) (` `98,770 ) (` `5)` `(` `259,566 ) (` `12) (` `228,718 ) (` `11)` `358,303` `17` `261,108` `14` 6(23) `24,220` `1` `3,586` `-` 6(24) `2,410` `-` `2,546` `-` 6(25) `178,152` `8 (` `10,711 ) (` `1)` 6(26) `(` `8,242 )` `- (` `8,469 )` `-` `196,540` `9 (` `13,048 ) (` `1)` `554,843` `26` `248,060` `13` 6(29) `(` `555 )` `-` `-` `-` `$` `554,288` `26` `$` `248,060` `13` 6(16) `$` `33,545` `1 ( $` `20,019 ) (` `1)` 6(3) (21) `(` `2,431 )` `-` `5,215` `-` `$` `31,114` `1 ( $` `14,804 ) (` `1)` `$` `585,402` `27` `$` `233,256` `12` `$` `550,228` `26` `$` `245,238` `13` `4,060` `-` `2,822` `-` `$` `554,288` `26` `$` `248,060` `13`
4000 Operating revenue 5000 Operating costs 5900 Gross profit Operating expenses 6100 Sales and marketing expenses 6200 General and administrative expenses 6300 Research and development expenses 6000 Total operating expenses 6900 Income from operations Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Financial costs 7000 Total non-operating income and expenses 7900 Net income before tax 7950 Income tax expenses 8200 Net income Other comprehensive income (loss) Items that will not be reclassified subsequently to profit or loss 8311 Remeasurement of defined benefit pension plans 8316 Unrealized gains or losses on investments in equity instruments measured at fair value through other comprehensive income 8300 Other comprehensive income (loss), net 8500 Total comprehensive income Net income attributable to: 8610 Owners of the parent company 8620 Non-controlling interests

(Continued on next page)

Mosel Vitelic Inc. and Subsidiaries Consolidated Statement of Comprehensive Income For the years ended December 31, 2022 and 2021

Item	(In Thousands of New Taiwan Dollars, Except Earnings Per 2022 2021 Notes Amount % Amount `$` `581,309` `27` `$` `230,428` `4,093` `-` `2,828` `$` `585,402` `27` `$` `233,256` 6(30) `$` `3.53` `$` `$` `3.48` `$`	Share)
	Amount `$` `230,428` `2,828` `$` `233,256` `$`	%
Total comprehensive income attributable to: 8710 Owners of the parent company 8720 Non-controlling interests Earnings per share (NTD) 9750 Basic earnings per share 9850 Diluted earnings per share		`12` `-`
		`12`
		`1.58`
	`$`	`1.57`

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

Chairman: I-Hsien Tang

Managerial Officer: I-Hsien Tang Accounting Officer: Ya-Fei Yang

Mosel Vitelic Inc. and Subsidiaries Consolidated Statement of Changes in Equity For the years ended, 2022 and 2021

(In Thousands of New Taiwan Dollars)

			Equity attributableto o	Equity attributableto o	wners of the parent	company	company		Non-controlling interests
C	ommon shares	Capital surplus		Retained earnings		Otherequityinterest		Total
			Legal reserve	Special reserve	Retained earnings (accumulated deficits)	Unrealized gain (losses)on financial assets measured at fair value through other comprehensive income	Unearned compensation of employees
									`$` `19,336` `2,822` `6` `2,828` `-` `-` `-` `-` `-` `-` `$` `22,164` `$` `22,164` `4,060` `33` `4,093` `-` `-` `-` `-` `$` `26,257`

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

Chairman: Yi-Hsien Tang

Managerial Officer: Yi-Hsien Tang

Accounting Officer: Ya-Fei Yang

Mosel Vitelic Inc.

Consolidated Statement of Cash Flows For the years Ended December 31, 2022 and 2021

Cash flows from operating activities
Net income before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation expense

Amortization expense

Net loss on financial assets at fair value through
profit or loss

Interest expense

Interest income

Dividend income

Share-based compensation costs

Changes in operating assets/liabilities
Net changes in operating assets
Accounts receivable
Accounts receivable - related party
Other receivables
Inventories
Prepayments
Net changes in operating liabilities
Contract liabilities
Accounts payable
Other payables
Other current liabilities
Net defined benefit liabilities
Cash inflow generated from operations
Interest received
Dividends received
Income tax (paid) returned
Net cash inflow from operating activities
Cash flows from Investing activities
Proceeds from disposal of financial assets at fair value
through profit or loss

Cash refund from capital reduction of financial assets
at fair value through other comprehensive income

Acquisition of financial assets at amortized cost
Disposal of financial assets at amortized cost
Acquisition of property, plant and equipment

Acquisition of intangible assets
Decrease in refundable deposits
Net cash inflow (outflow) from investing activities
Cash flows from financing activities
Increase (decrease) in guaranteed deposits

Repaid principal of lease liabilities

Dividends paid

Interest paid

Cash distribution from capital surplus

Net cash inflow (outflow) from financing activities
Increase (decrease) in cash and cash equivalents
Balance of cash and cash equivalents at beginning of year
Balance of cash and cash equivalents at end of year (In Thousands of New Taiwan Dollars)
Notes
2022
2021
$
554,843
$
248,060
6(9) (10) (27)
56,154
41,392
6(27)
222
2,079
6(2)
-
2,536
6(26)
8,242
8,469
6(24)
(
24,220 ) (
3,586 )
6(24)
(
473 )
-
6(17)
626
3,473
12,011(
17,126 )
(
8,808 ) (
40,355 )
2,797(
742 )
(
81,425 )
606
3,714(
4,065 )
(
8,513 )
9,867
(
5,505 )
10,158
25,012
54,902
(
1,592 ) (
5,315 )
(
10,970 ) (
12,042 )
522,115
298,311
21,796
2,996
473
-
(
1,395 )
1,192
542,989
302,499
6(2)
-
516,051
6(3)
3,938
-
(
1,137,708 ) (
2,532,913 )
2,301,647
1,080,341
6(31)
(
129,606 ) (
145,063 )
-(
168 )
1,665
1,667
1,039,936(
1,080,085 )
6(32)
(
190,036 )
717,828
6(32)
(
10,623 ) (
10,127 )
6(32)
(
78,078 )
-
6(32)
(
8,242 ) (
8,469 )
6(31)
- (
77,880 )
(
286,979 )
621,352
1,295,946(
156,234 )
6(1)
478,819
635,053
6(1)
$
1,774,765
$
478,819

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

Managerial Officer: I-Hsien Tang

Accounting Officer: Ya-Fei Yang

Chairman: I-Hsien Tang

Attachment 4

Independent Auditors’ Report

The Board of Directors and Shareholders Mosel Vitelic Inc.

Opinion

We have audited the accompanying parent company only financial statements of Mosel Vitelic Inc. (the "Company"), which comprise the parent company only balance sheets as of December 31, 2022 and 2021, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the accompanying parent company only financial position of the Company as of December 31, 2022 and 2021, and its parent company only financial performance and its parent company only cash flows for the years ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements of the Company for the year ended December 31, 2022. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters for the parent company only financial statements of the Company for the year ended December 31, 2022 are stated as follows:

Recognition of foundry service revenue

Description

Please refer to Note 4(25) of the parent company only financial statements for detailed accounting policies on foundry service revenue recognition. Please refer to Note 6(21) of the parent company only financial statements for the details of operating revenue.

For the foundry service revenue of the Company, the revenue is recognized over time. Since the completion level is determined based on the actual cost incurred over the estimated total cost, it involves estimation uncertainly. As the foundry service revenue is considered to have material impact on the financial statements, we are of the opinion that the foundry service revenue of the Company shall be listed as a key audit matter for the current year.

Responding Audit Procedures

The responding audit procedures for the recognition of foundry service revenue adopted by us were as follows:

1. Interviewed with the management to understand and assess relevant accounting policies on revenue recognition, and tested relevant internal control design and implementation status.

2. According to the understanding of the Company’s model, assessed the reasonableness of its revenue recognition based on the time when its foundry service is provided.

3. Understood relevant procedures adopted by the Company for the estimated total cost summarization and assessed the reasonableness of completion percentage estimation.

4. Randomly inspected the sales price and contract performance obligation of original sales orders, in order to verify the accuracy of service revenue recognition.

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

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

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

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

Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements

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

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

Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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 internal control of the Company.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned

scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2022 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Ya-Hui Cheng and Shu-Chien Pai.

PricewaterhouseCoopers, Taiwan

March 7, 2023

Notice to Readers

Mosel Vitelic Inc.

Parent Company Only Balance Sheets December 31, 2022 and 2021

(In Thousands of New Taiwan Dollars)

Assets	December 31,2022 Amount % $ 1,585,201 38 500,000 12 231,716 6 105,567 3 6,315 - 149 - 1,968 - 265,770 6 23,730 1 2,720,416 66 24,706 1 17,907 - 331,889 8 461,699 11 306,655 7 498 - 280,064 7 1,423,418 34 $ 4,143,834 100	December 31,2021	December 31,2021
	Amount $ 1,585,201 500,000 231,716 105,567 6,315 149 1,968 265,770 23,730 2,720,416 24,706 17,907 331,889 461,699 306,655 498 280,064 1,423,418 $ 4,143,834	Amount $ 362,091 1,114,839 241,459 102,562 6,569 146 573 185,284 27,113 2,040,636 32,195 17,907 809,093 429,770 321,291 720 226,216 1,837,192 $ 3,877,828	%
Current assets 1100 Cash and cash equivalents 1136 Financial assets at amortized cost - current 1170 Accounts receivable, net 1180 Accounts receivable - related parties, net 1200 Other receivables 1210 Other receivables - related parties 1220 Current tax assets 130X Inventories 1410 Prepayments 11XX Total current assets Non-current assets 1517 Financial assets fair value through other comprehensive income - non-current 1535 Financial assets at amortized cost - non-current 1550 Investments accounted for using the equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1780 Intangible assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets			9 29 6 3 - - - 5 1
			53
			1 - 21 11 8 - 6
			47
			100

(Continued on next page)

Mosel Vitelic Inc.

Parent Company Only Balance Sheets December 31, 2022 and 2021

Liabilities and Equity	Notes	December31,2022
Current liabilities 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2200 Other payables 2280 Lease liabilities - current 2300 Other current liabilities 21XX Total current liabilities Non-current liabilities 2580 Lease liabilities - non-current 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Common shares Capital surplus 3200 Capital surplus Retained earnings 3310 Appropriated as legal capital reserve 3320 Appropriated as special capital reserve 3350 Unappropriated earnings Other equity interest 3400 Other equity interest 3XXX Total equity Significant contingent liabilities and unrecognized contract commitments Significant subsequent events 3X2X Total liabilities and equity	6(21) 6(11) 6(12) 6(13) 6(14) (15) 6(17) 6(18) 6(19) 6(20) 9 11

3X2X Total liabilities and equity

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

Managerial Officer: I-Hsien Tang

Accounting Officer: Ya-Fei Yang

Chairman: I-Hsien Tang

Mosel Vitelic Inc.

Parent Company Only Statement of Comprehensive Income For the years ended December 31, 2022 and 2021

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Item	2022 2021 Notes Amount % Amount % 6(21) and 7 $ 2,071,596 100 $ 1,878,311 100 6(5) (26) (27) ( 1,482,952 ) ( 71) ( 1,415,110)( 75) 588,644 29 463,201 25 6(7) ( 2,438 ) - ( 1,091) - 586,206 29 462,110 25 6(26) (27) ( 18,597 ) ( 1) ( 19,405) ( 1) ( 120,268 ) ( 6) ( 105,359) ( 6) ( 107,244 ) ( 5) ( 93,225)( 5) ( 246,109 ) ( 12) ( 217,989)( 12) 340,097 17 244,121 13 6(22) 21,075 1 1,850 - 6(23) 2,773 - 3,053 - 6(24) 127,227 6 10,067 - 6(25) ( 8,242 ) - ( 8,469) - 6(7) 67,298 3 ( 5,384) - 210,131 10 1,117 - 550,228 27 245,238 13 6(28) - - - - $ 550,228 27 $ 245,238 13 6(15) $ 33,545 1 ($ 20,019) ( 1) 6(2) ( 3,551 ) - 4,733 - 6(7) 1,087 - 476 - $ 31,081 1 ($ 14,810)( 1) $ 581,309 28 $ 230,428 12 6(29) $ 3.53 $ 1.58 $ 3.48 $ 1.57
4000 Operating revenue 5000 Operating costs 5900 Gross profit 5910 Unrealized profit from sales 5950 Gross Profit, net Operating expenses 6100 Sales and marketing expenses 6200 General and administrative expenses 6300 Research and development expenses 6000 Total operating expenses 6900 Income from operations Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Financial costs 7070 Share of profit or loss of subsidiaries, associates and joint ventures accounted for using equity method 7000 Total non-operating income and expenses 7900 Net income before tax 7950 Income tax expenses 8200 Net income Other comprehensive income (loss) Items that will not be reclassified subsequently to profit or loss 8311 Remeasurement of defined benefit pension plans 8316 Unrealized gains or losses on investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method 8300 Other comprehensive income (loss), net 8500 Total comprehensive income Earnings per share (NTD) 9750 Basic earnings per share 9850 Diluted earnings per share

Item

2022
2021
Notes
Amount
%
Amount
%
6(21) and 7
$ 2,071,596
100
$ 1,878,311
100
6(5) (26)
(27)
(
1,482,952 ) (
71) (
1,415,110)(
75)
588,644
29
463,201
25
6(7)
(
2,438 )
-
(
1,091)
-
586,206
29
462,110
25
6(26) (27)
(
18,597 ) (
1) (
19,405) (
1)
(
120,268 ) (
6) (
105,359) (
6)
(
107,244 ) (
5) (
93,225)(
5)
(
246,109 ) (
12) (
217,989)(
12)
340,097
17
244,121
13
6(22)
21,075
1
1,850
-
6(23)
2,773
-
3,053
-
6(24)
127,227
6
10,067
-
6(25)
(
8,242 )
-
(
8,469)
-
6(7)
67,298
3
(
5,384)
-
210,131
10
1,117
-
550,228
27
245,238
13
6(28)
-
-
-
-
$ 550,228
27
$ 245,238
13
6(15)
$ 33,545
1
($ 20,019) (
1)
6(2)
(
3,551 )
-
4,733
-
6(7)
1,087
-
476
-
$ 31,081
1
($ 14,810)(
1)
$ 581,309
28
$ 230,428
12
6(29)
$ 3.53
$ 1.58
$ 3.48
$ 1.57

4000
Operating revenue
5000
Operating costs
5900
Gross profit
5910
Unrealized profit from sales
5950
Gross Profit, net
Operating expenses
6100
Sales and marketing expenses
6200
General and administrative expenses
6300
Research and development expenses
6000
Total operating expenses
6900
Income from operations
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Financial costs
7070
Share of profit or loss of subsidiaries,
associates and joint ventures accounted
for using equity method
7000
Total non-operating income and
expenses
7900
Net income before tax
7950
Income tax expenses
8200
Net income
Other comprehensive income (loss)
Items that will not be reclassified
subsequently to profit or loss
8311
Remeasurement of defined benefit
pension plans
8316
Unrealized gains or losses on
investments in equity instruments
measured at fair value through other
comprehensive income
8330
Share of other comprehensive income
of subsidiaries, associates and joint
ventures accounted for using equity
method
8300
Other comprehensive income (loss), net
8500
Total comprehensive income
Earnings per share (NTD)
9750
Basic earnings per share
9850
Diluted earnings per share

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

Managerial Officer: I-Hsien Tang

Accounting Officer: Ya-Fei Yang

Chairman: I-Hsien Tang

Mosel Vitelic Inc.

Parent Company Only Statement of Changes in Equity For the years ended December 31, 2022 and 2021

(In Thousands of New Taiwan Dollars)

2021 Balance, January 1, 2021 Net income Other comprehensive income (loss) Total comprehensive income Appropriation and distribution of 2020 retained earnings Legal reserve used to cover accumulated deficits Special reserve used to cover accumulated deficits Reversal of special reserve Cash distribution from capital surplus Cancellation of employee restricted shares Share-based compensation costs Balance, December 31, 2021 2022 Balance, January 1, 2022 Net income Other comprehensive income (loss) Total comprehensive income (loss) Appropriation and distribution of 2021 retained earnings Legal reserve Special reserve Cash dividends Share-based compensation costs Balance, December 31, 2022	Notes	Commonshares	Commonshares		Capitalsurplus			Retained earnings	Retained earnings	Retained earnings			Otherequityinterest	Otherequityinterest	Otherequityinterest		Treasury stock		Totalequity
							Legal reserve		Special reserve		Retained earnings (accumulated deficits)		Unrealized gains (losses) on financial assets measured at fair value through othercomprehensiveincome		Unearned compensation of employees
	6(20) 6(19) 6(19) 6(17) (18) (20) 6(16) 6(20) 6(19) 6(16)		$1,561,651 - - - - - - - ( 84 ) - $1,561,567 $1,561,567 - - - - - - - $1,561,567		$ 648,033 - - - - - - ( 77,880 ) ( 102 ) - $ 570,051 $ 570,051 - - - - - - - $ 570,051		$ 17,723 - - - ( 17,723 ) - - - - - $ - $ - - - - 52,665 - - - $ 52,665		$ 108,537 - - - - ( 46,764 ) ( 24,965 ) - - - $ 36,808 $ 36,808 - - - - 42,014 - - $ 78,822		($ 89,452 ) 245,238 ( 20,019 ) 225,219 17,723 46,764 24,965 - - - $ 225,219 $ 225,219 550,228 33,545 583,773 ( 52,665 ) ( 42,014 ) ( 234,235 ) - $ 480,078		($ 83,570 ) - 5,209 5,209 - - - - - - ($ 78,361 ) ($ 78,361 ) - ( 2,464 ) ( 2,464 ) - - - - ($ 80,825 )		($ 4,285 ) - - - - - - - 186 3,473 ($ 626 ) ($ 626 ) - - - - - - 626 $ -		$ - - - - - - - - - - $ - $ - - - - - - - - $ -	$2,158,637 245,238 ( 14,810 ) 230,428 - - - ( 77,880 ) - 3,473 $2,314,658 $2,314,658 550,228 31,081 581,309 - - ( 234,235 ) 626 $2,662,358

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

Managerial Officer: I-Hsien Tang

Accounting Officer: Ya-Fei Yang

Chairman: I-Hsien Tang

Mosel Vitelic Inc.

Parent Company Only Statement of Cash Flows For the years Ended December 31, 2022 and 2021

Cash flows from operating activities
Net income before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation expense
Amortization expense
Interest expense
Interest income
Dividend income
Share-based compensation costs
Investment income from investments accounted for
using equity method
Unrealized profit from sales
Changes in operating assets/liabilities
Net changes in operating assets
Accounts receivable
Accounts receivable - related party
Other receivables
Other receivables - related parties
Inventories
Prepayments
Net changes in operating liabilities
Contract liabilities
Accounts payable
Other payables
Other current liabilities
Net defined benefit liabilities
Cash inflow generated from operations
Interest received
Dividends received
Income tax (paid)returned
Net cash inflow from operating activities
Cash flows from Investing activities
Cash refund from capital reduction of financial assets at fair
value through other comprehensive income
Acquisition of financial assets at amortized cost
Disposal of financial assets at amortized cost
Acquisition of property, plant and equipment
Acquisition of intangible assets
Cash refund from capital reduction of investments on
investees under equity method
Decrease in refundable deposits
Net cash inflow (outflow) from investing activities
Cash flows from financing activities
Increase (decrease) in guaranteed deposits
Repaid principal of lease liabilities
Interest paid
Dividends paid
Cash distribution from capital surplus
Net cash inflow (outflow) from financing activities
Increase (decrease) in cash and cash equivalents
Balance of cash and cash equivalents at beginning of year
Balance of cash and cash equivalents at end of year

(In Thousands of New Taiwan Dollars)
Notes
2022
2021
$ 550,228
$ 245,238
6(8)(9)(26)
56,154
41,392
6(26)
222
2,079
6(25)
8,242
8,469
6(22)
(
21,075 ) (
1,850 )
(
473 )
-
6(16)
626
3,473
6(7)
(
67,298 )
5,384
6(7)
2,438
1,091
9,743
(
9,416 )
(
3,005 ) (
40,371 )
2,797
(
907 )
(
3 )
374
(
80,486 ) (
5,689 )
3,383
(
4,411 )
(
8,513 )
9,737
(
5,405 )
18,378
23,368
55,788
(
1,481 ) (
5,275 )
(
10,970) (
12,042 )
458,492
311,442
18,532
1,372
473
-
(
1,395)
1,102
476,102
313,916
6(2)
3,938
-
(
908,107 ) (
1,329,374 )
1,522,946
393,980
6(30)
(
129,606 ) (
145,063 )
-
(
168 )
6(7)
543,151
-
1,665
1,667
1,033,987
(
1,078,958)
6(31)
(
190,036 )
717,829
6(31)
(
10,623 ) (
10,127 )
6(31)
(
8,242 ) (
8,469 )
(
78,078 )
-
-
(
77,880)
(
286,979)
621,353
1,223,110
(
143,689 )
6(1)
362,091
505,780
6(1)
$ 1,585,201
$ 362,091

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

Managerial Officer: I-Hsien Tang

Accounting Officer: Ya-Fei Yang

Chairman: I-Hsien Tang

Attachment 5

Mosel Vitelic Inc. 2022 Earnings Distribution Table

	Unit: NT$

Item	Amount
Previous Year’s Unappropriated Earnings 2022 net income Remeasurement of Defined Benefit Obligation Earnings Available for Distribution Minus: Appropriated for Legal Reserve (Note 1) Less: Appropriated for Special Reserve (Note 2) Earnings in 2022 Available for Distribution Distribution item: 2022 interim earnings that were distributed (NT$1/share) 2022 earnings to be distributed (NT$1/share) End of Term Unappropriated Earnings	83,064,390
	550,227,649 33,545,909
	666,837,948
	(58,377,355) (2,464,272)
	605,996,321
	(156,156,744) (156,156,744)
	293,682,833

Note 1. The appropriation for the first half of 2022 was 30,142,682, and the appropriation for the second half of 2022 was 28,234,673. Note 2. The appropriation for the first half of 2022 was 458,515, and the appropriation for the second half of 2022 was 2,005,757.

Chairman: I-Hsien Tang Managerial Officer: I-Hsien Tang Accounting Officer: Ya-Fei Yang

Attachment 6

Mosel Vitelic Inc. List of Director (including Independent Director) Candidates

	Account		Primary Educational Background, Experience
Title		Name
	No.		and Current Position

Director	022268	I-Hsien Tang	※Educational Background: Master in Electrical Engineering, University of Illinois, Urbana- Champaign, USA ※Experience: Vice President of R&D Department, ProMOS Technologies Inc. ※Current Position: Chairman and President of Mosel Vitelic Inc., Chairman and President of Mou Fu Investment Consultant Ltd., Chairman of Bou Der Investment Ltd., Chairman and President of DenMOS Technology Inc.,Director of Giant Haven Investments Ltd.
Director	473618	Actron Technology Corporation Representative: Tang- Liang Yao	※Educational Background: Master of Management and Research Institute of Tamkang University ※Experience: Assistant Manager of Xuxing Technology Corporation ※Current Position: Vice Chairman and President of Sino-American Silicon Products Inc. ,The legal representative Director of GlobalWafers Co., Ltd., The legal representative Director, Chairman and CEO of Actron Technology Corporation, Chairman and CEO of Crystalwise Technology Inc., The legal representative Director of Taiwan Specialty Chemicals Corporation, The legal representative Director of Advanced Wireless Semiconductor Company, The legal representative Director of DING-WEI TECHNOLOGY CO., LTD., The legal representative Director of REC Technology Corporation, Director of Shanghai Zhaoye Shenkai Electronic Materials Co., Ltd., Director of SY Company LLC, Director of SAS Sunrise Pte. Ltd., The legal representative Director of Sunrise PV Three Co., Ltd., The legal representative Director of SAS Capital Co., Ltd., The legal representative Director of GWC Capital Co., Ltd., The legal representative Director of Sustainable Energy Solution Co., Ltd., Director of GlobiTech Incorporated, Director of GlobalWafers Japan Co., Ltd., Chairman of Kunshan Sino Silicon Technology Co., Ltd., Director of GWafers Singapore Pte. Ltd., Director of Yuanhong (Shangdong) Photoelectric Material Co., Ltd.
Director	473618	Actron Technology Corporation Representative: Hsien- Chung Wu	※Educational Background: Master of International Business Management, National Chengchi University ※Experience: Assistant Vice President of Uniform Industrial Corp. ※Current Position:

			The legal representative Director of Mosel Vitelic Inc., Director and President of Actron Technology Corporation, The legal representative Director of DING-WEI TECHNOLOGY CO., LTD., The legal representative Director of Actron Technology (QingDao) Corporation, The legal representative Director of Hong-Wang Investment Company, The legal representative Director of Bigbest Solution Inc., Director of Phoenix Pioneer technology Corporation, The legal representative Director of Super Energy Materials, Inc.
Director	473618	Actron Technology Corporation Representative: Chien- Chih Lu	※Educational Background: Master of Electrophysics, National Chiao Tung University ※Experience: Process R&D Assistant Manager of Winbond Electronics Corp. ※Current Position: The legal representative Director of Mosel Vitelic Inc., Director of Hsu Shin Investing Corp., Vice President of Actron Technology Corporation
Director	476551	Liang-Kai Wang	※Educational Background: Bachelor of Biochemical Engineering, Western Sydney University, Australia ※Experience: Greater China Region Product Manager of ConMed ※Current Position: Director of Mosel Vitelic Inc., CEO of Conzian Ltd. , Director of Hedonist Biochemical Technologies Co., Ltd., Director of Shengjia Development Ltd.
Indepen dent Director		Shao-Wen Hsieh	※Educational Background: Bachelor of Accounting, St. John's University PhD, University of California, Hastings College of the Law, USA ※Experience: Accountant of PricewaterhouseCoopers LLP.(California, USA) Partner of PricewaterhouseCoopers, China ※Current Position: Independent Director of Mosel Vitelic Inc., Independent Director of MNC Media Investment Ltd., Senior Consultant of 3 Capital Partners
Indepen dent Director		Ching-Hsiang Lin	※Educational Background: Master of Computer Engineering, University of Southern California, USA ※Experience: Executive Secretary of Taiwan-USA Industrial Cooperation Promotion Office, Ministry of Economic Affairs Sales Director of International Department, Industrial Technology Research Institute The legal representative Director of Tatung Company The legal representative Director of Tatung System Technologies Inc. ※Current Position: Independent Director of Mosel Vitelic Inc.,Consultant of Taiwan-

			USA Industrial Cooperation Promotion Office, Ministry of Economic Affairs, Consultant of International Department, Industrial Technology Research Institute
Indepen dent Director		Chen-Tu Liu	※Educational Background: Master of Business Administration, Nova Southeastern University, USA ※Experience: Director of China General Plastics Corporation Director of Asia Polymer Corporation Chief Financial Officer of USI Corporation ※Current Position: Director of Wafer Works Corporation
Indepen dent Director		Chung- Wen Lan	※Educational Background: PhD in Material Science, University of Wisconsin–Madison, USA ※Experience: Technology Consultant of Sino-American Silicon Products Inc./GlobalWafers Co., Ltd. Technology Consultant of Taiwan Specialty Chemicals Corporation ※Current Position: Distinguished Professor of Chemical Engineering Department, National Taiwan University, Chief Technology Officer of Blue Start Advanced Materials Co., Ltd., Technology Consultant of Shihlien Fine Chemicals Co., Ltd.

Attachment 7

Mosel Vitelic Inc. Cancellation of Non-compete Restriction for Directors


Title	Candidate	Adjunct positions at other companies

Director	I-Hsien Tang	Chairman and President of Mou Fu Investment Consultant Ltd.,Chairman of Bou Der Investment Ltd.,Chairman and President of DenMOS Technology Inc.,Director of Giant Haven Investments Ltd.
Director	Actron Technology Corporation Representative: Tang-Liang Yao	Vice Chairman and President of Sino-American Silicon Products Inc. ,The legal representative Director of GlobalWafers Co., Ltd., The legal representative Director, Chairman and CEO of Actron Technology Corporation, Chairman and CEO of Crystalwise Technology Inc., The legal representative Director of Taiwan Specialty Chemicals Corporation, The legal representative Director of Advanced Wireless Semiconductor Company, The legal representative Director of DING-WEI TECHNOLOGY CO., LTD., The legal representative Director of REC Technology Corporation, Director of Shanghai Zhaoye Shenkai Electronic Materials Co., Ltd., Director of SY Company LLC, Director of SAS Sunrise Pte. Ltd., The legal representative Director of Sunrise PV Three Co., Ltd., The legal representative Director of SAS Capital Co., Ltd., The legal representative Director of GWC Capital Co., Ltd., The legal representative Director of Sustainable Energy Solution Co., Ltd., Director of GlobiTech Incorporated, Director of GlobalWafers Japan Co., Ltd., Chairman of Kunshan Sino Silicon Technology Co., Ltd., Director of GWafers Singapore Pte. Ltd., Director of Yuanhong (Shangdong) Photoelectric Material Co., Ltd.
Director	Actron Technology Corporation Representative: Hsien-Chung Wu	Director and President of Actron Technology Corporation, The legal representative Director of DING-WEI TECHNOLOGY CO., LTD., The legal representative Director of Actron Technology (QingDao) Corporation, The legal representative Director of Hong-Wang Investment Company, The legal representative Director of Bigbest Solution Inc., Director of Phoenix Pioneer technology Corporation, The legal representative Director of Super Energy Materials, Inc.
Director	Actron Technology Corporation Representative: Chien-Chih Lu	Director of Hsu Shin Investing Corp., Vice President of Actron Technology Corporation
Director	Liang-Kai Wang	CEO of Conzian Ltd. , Director of Hedonist Biochemical Technologies Co., Ltd., Director of Shengjia Development Ltd.
Independe nt Director	Shao-Wen Hsieh	Independent Director of MNC Media Investment Ltd., Senior Consultant of 3 Capital Partners
Independe nt Director	Ching-Hsiang Lin	Consultant of Taiwan-USA Industrial Cooperation Promotion Office, Ministry of Economic Affairs, Consultant of International Department, Industrial Technology Research Institute

Independe nt Director	Chen-Tu Liu	Director of Wafer Works Corporation
Independe nt Director	Chung- Wen Lan	Distinguished Professor of Chemical Engineering Department, National Taiwan University, Chief Technology Officer of Blue Start Advanced Materials Co., Ltd., Technology Consultant of Shihlien Fine Chemicals Co., Ltd.

Attachment 8

Mosel Vitelic Inc.

Comparison Table for Amendments of "Articles of Incorporation”

Reason of Provision After Amendment Original Clause Amendment Article 13 Article 13 1. Amendment is The Company shall have seven to eleven The Company shall have seven to nine made directors, and the number of directors directors, and the number of directors shall according to shall be determined by the board of be determined by the board of directors the actual directors before the election of each term before the election of each term of the board needs of the of the board of directors. The election of of directors. The election of directors shall Company directors shall adopt the candidate adopt the candidate nomination system, and 2. Original Article nomination system, and shareholders shall shareholders shall elect directors from the 18-2 is moved elect directors from the director candidate director candidate roster. The term of office to Paragraph 3 roster. The term of office shall be three shall be three years, and directors are eligible of this article years, and directors are eligible for refor re-elections. elections. In the roster of directors described in the

In the roster of directors described in the preceding paragraph, the number of independent directors shall not be less than three, and at least one of the independent directors shall be equipped with the expertise of accounting or finance. Relevant matters of the professional qualification, shareholding, concurrent job position limitation, nomination and election methods of the independent directors and other requirements shall be handled according to relevant laws and regulations. During the term of office of the directors, the Company shall purchase liability insurances for the directors for their indemnification liabilities within the scope of their official services according to the laws.

the Company shall purchase liability insurances for the directors for their indemnification liabilities within the scope of their official services according to the laws.
	Article 16			1. “Rules of
(deleted)	The authorities and responsibilities	of	the	Procedure for
	board of directors are as follows:			Board of
	1. Review of operation objectives,	medium		Directors’
	and long term development plan.			Meetings” have
	2. Review and supervision of annual	business		been
	plan.			established
	3. Review of budget and final accounts.			2. This article is
	4. Review of capital increase/decrease plans.			deleted.
	5. Review of proposal for	earnings
	distribution or covering of losses.
	6. Review of important external contracts.
	7. Review of articles of incorporation		or
	amendments.
	8. Review of organization charter		and

						Reason of
Provision After Amendment				Original Clause
						Amendment

		important business rules of the Company. 9. Review and approval of major capital expenditure plans. 10. Appointment and discharge of presidents and vice presidents. 11. Execution of resolutions of shareholders’ meetings. 12. Convention of shareholders’meetings and business report. 13. Other matters required to be handled in accordance with the laws.
Article 18 For the remuneration of all Directors, the Board of Directors is authorized to make payments based ontheir participation level and value of contribution to the operation of the Company along with the consideration of the standard adopted in the same industry.			Article 18			1. Original Article 18-1 is moved to this article, 2. Amendment is made according to the actual operation
(deleted)			Article 18-1 For the remuneration of all directors, the board of directors is authorized to determine the remuneration according to the common standard adopted in the same industry.			Original content is moved to Article 18
(deleted)			Article 18-2 During the term of office of the directors, the Company shall purchase liability insurances for the directors for their indemnification liabilities within the scope of their official services according to the laws.			Original content is moved to Paragraph 3 of Article 13
Article 19 The Company may have several managerial officers. Their appointment, discharge and remuneration shall be handled in accordance withrelevant regulations of the Company Act.			Article 19 The Company shall haveone president and several vice presidents (including executive vice presidents, senior vice presidents). The president shall be nominated by the chairman of the board, and vice presidents shall be nominated by the president,and the appointment and discharge thereof shall be handled in accordance withArticle 29 of the Company Act.			Amendment is made according to the actual needs of the Company
			appointment and discharge handled in accordance with Company Act.
Article 20 Where a director of the Company concurrently assumes other job position of the Company, the payment of the remuneration for such job position of the Company may be made in accordance with the salary standard of general managerial officers on a monthly basis.			Article 20 The president shall manage			Amendment is made according to the actual needs of the Company

Article 21-1 When the Company	has a profit for a fiscal		Article 21-1 The Companyshall appropriate		2.5% to 10%	Amendment is made according

		Reason of
Provision After Amendment	Original Clause
		Amendment

year, it shall appropriateno less than 5% of the profit as the remuneration of employees andno more than 3%of the profit as the remuneration of directors. The remuneration of employees shall be distributed in the form of shares or cash, and the subjects for receiving the remuneration may include employees of the Company as well as employees of the controlling company or subsidiaries of the Company meeting certain specific requirements. The board of directors shall determine the distribution ratio of the remuneration of employees through resolution and report to the shareholders’ meeting. For the determination of the distribution ratio of the remuneration of directors of the current year, the remuneration committee shall submit proposal to the board of directors for resolution. However, where the Company still has accumulated losses, amount shall be reserved for making up the accumulated loss first. The term of profit condition of the current year described in the preceding paragraph refers to the profit before subtracting the distribution of the remuneration of employees and the remuneration of directors from the current-year income before tax.	of the profit of the current year as the remuneration of employees. The remuneration of employees shall be distributed in the form of shares or cash, and the subjects for receiving the remuneration may include employees of the Company as well as employees of the controlling company or subsidiaries of the Company meeting certain specific requirements. The board of directors shall determine the distribution ratio of the remuneration of employees through resolution and report to the shareholders’ meeting.The Company may also distribute the remuneration of directors in cash within the limit not exceeding 2% of the profit of the current year. For the determination of the distribution ratio of the remuneration of directors of the current year, the remuneration committee shall submit proposal to the board of directors for resolution. However, where the Company still has accumulated losses, amount shall be reserved for making up the accumulated loss first. The term of profit condition of the current year described in the preceding paragraph refers to the profit before subtracting the distribution of the remuneration of employees and the remuneration of directors from the current-year income before tax.	to the actual needs of the Company
Article 23 These Article of Incorporation were established on September 22, 1986, and approved by the meeting of the promoter on December 12, 1986. ~(Omitted)~ The 35th amendment was made on August 26, 2021. The 36th amendment was made on May 18, 2022. The 37th amendment was made on May 25, 2023. These Articles of Incorporation were implemented after the resolution of the shareholders’ meeting.	Article 23 These Article of Incorporation were established on September 22, 1986, and approved by the meeting of the promoter on December 12, 1986. ~(Omitted)~ The 35th amendment was made on August 26, 2021. The 36th amendment was made on May 18, 2022. These Articles of Incorporation were implemented after the resolution of the shareholders’ meeting.	Newly added the date of current amendment

Attachment 9

Mosel Vitelic Inc.

2023 Regulations for Issuance of New Restricted Employee Shares

Article 1 Purpose of Issuance:

In return of the contribution of outstanding employees to Mosel Vitelic Inc. (referred to as “the Company”) and to enhance employees’ loyalty and commitment to the Company, in order to achieve interests for the Company and shareholders jointly, the Company establishes the “2023 Regulations for Issuance of New Restricted Employee Shares” (referred to as the “Company Regulations”) of the Company according to relevant regulations of Article 267 of the Company Act and the “Regulations Governing the Offering and Issuance of Securities by Securities Issuers” (referred to as the “Government Regulations”) announced by the Financial Supervisory Commission (“FSC”).

Article 2 Declaration and Issue Period:

The Company may issue the shares at one time or in installments. within two years from the service date of the notice for effective declaration with the FSC (referred to as the “competent authority”), and the chairman of the board is authorized by the board of directors to specify the actual issue date.

Article 3 Employee Qualification and Issuance Review Procedure:

For the employees to which these Company Regulations are applicable, the Company’s employees already at the job positions related to the operation of the Company on the grant date and key talents equipped with professional competence capable of making contributions shall be the subjects for the grant of the new restricted employees shares. With regard to the employees actually granted and quantity of subscribable new restricted employees shares for subscription, the Company shall consider the performance, overall contribution, special achievement, future contribution potential or other management required conditions, etc., along with the consideration of the operational needs and business development strategy of the Company, followed by approval of the chairman and submission to the remuneration committee and board of directors for approval.

For the present issuance of new restricted employee shares of the Company, the quantity shall comply with the provision of Article 60-9 of the Government Regulations: “Where an issuer issues employee stock warrants under Article 56-1, paragraph 1, the cumulative number of shares subscribable by a single warrant holder of the employee stock warrants, in combination with the cumulative number of new restricted employee shares obtained by the single warrant holder, may not exceed 0.3 percent of the issuer’s total issued shares. And the above in combination with the cumulative number of shares subscribable by the single warrant holder of employee stock warrants issued by an issuer under Article 56, paragraph 1, may not exceed 1 percent of the issuer’s total issued shares. “. In addition, the number of new restricted employee shares that one single employee may subscribe to as described in this article, in case of any relevant rules updated by the competent authority, shall be handled in accordance with the updated laws and rules of the competent authority.

Article 4 Total Issuance Amount and Type of Shares:

The total amount of issuance of new restricted employee shares according to these Company Regulations is NT$15,000,000, and the type of shares issued refers to common shares, at par value per share of NT$10 for a total of 1,500,000 shares, with the issue price of NT$10.

Article 5 Vesting Conditions:

During the period from the grant of the present issuance of new restricted employee shares to the vesting date, employees shall meet with the determination criteria made by the Company to have not violated the labor contract, trust contract, corporate governance best practice principles, ethical corporate management best practice principles, work rules, non-compete and confidentiality rules or contract terms with the Company, and shall also achieve the personal performance evaluation indicator set by the Company; and the performance evaluation for the most recent year must be above B+ (inclusive) and above.

The vesting percentages for the vesting date of different years are as follows:

One year from the maturity date: 30%
Two years from the maturity date: 30%
Three years from the maturity date: 40%

Article 6 Restriction of Shares Before Satisfying Vesting Conditions: (Right to Attend and Vote, No Rights for Allotment and Dividend Distribution)

Before the vesting conditions described in the preceding article is satisfied, the employee shall not sell, pledge, transfer, offer as gift to others, set or dispose via any other methods on the new restricted employee shares obtained under these Company Regulations.
The rights of attendance, proposition, speech and voting of shareholders’ meeting shall be performed according to the trust custody contract.
For the new restricted employee shares obtained by employees under these Company Regulations, prior to satisfying the vesting conditions, except that the employees shall have no subscription right for the original shareholders’ new shares of cash capital increase and no rights for allotment and dividend distribution, the other rights shall be the same as those of the common shares issued by the Company (including but not limited to: capital reduction, capital surplus cash (shares) and any rights and interests granted due to various statutory reasons of merger, division and share conversion, etc.).
From the share transfer registration suspension date and the cash dividend registration suspension date, cash capital increase share subscription registration suspension date, share transfer suspension date of shareholders’ meeting specified in Paragraph 3 of Article 165 of the Company Act, or other statutory registration suspension date of occurrence of events of the Company to the rights distribution base date, for employees satisfying the vesting conditions during such period, the share restriction cancellation time and procedure shall be handled according to the trust custody contract.
After the issuance of new restricted employees shares, they shall be submitted for trust custody immediately. Prior to satisfying the vesting conditions, employees shall not request the trustee to return the new restricted employees shares based on any reason or method.

Article 7 Handling for Failure to Satisfy Vesting conditions:

For an employee granted with the new restricted employees shares under these Company Regulations, if he or she fails to satisfy other vesting conditions upon the maturity of the timelimit described in Article 5, the shares granted under these Company Regulations shall be recovered by the Company in full without compensation.
In case of operational needs of the Company, and if an employee is approved to be transferred to an affiliate of the Company according to the request of the Company, for the shares not yet vested upon the effective affiliate transfer date, the chairman of the board of the Company may re-determine the ratio and time-limit of the such employee’s vesting conditions according to the factors described in Paragraph 1 of Article 3.
In case of job adjustment, such as promotion or transfer to other job, then according to the responsibility of the new job and the future contribution potential, within the range of the number of shares granted but not yet vested by such employee, the chairman of the board of

the Company may re-determine the ratio and time-limit of the such employee’s vesting conditions according to the factors described in Paragraph 1 of Article 3.

For the allotment and dividend distribution granted to an employee during the vesting period, the Company agrees to provide them to the employee without compensation.

Article 8 Handling of Employee Resignation, Leave Without Pay, Retirement, Discharge, and Death:

In case where an employee resigns due to reasons, if there is any new restricted employee shares not yet satisfying the vesting conditions, except for the following reasons, such shares shall be recovered and canceled by the Company without compensation according to the law.
(1) Where an employee is subject to occupational accident such that he or she cannot continue to perform his or her job, then it shall be deemed to have satisfied the vesting conditions without the restriction of the vesting period.
(2) Where death of an employee is caused by occupational accident, then it shall be deemed to have satisfied the vesting conditions without the restriction of the vesting period, and his or her successor shall obtain the vesting right.
Leave without pay: Where an employee granted with the new restricted employee shares under these Company Regulations, if he or she applies for parental leave, sick leave, military service leave without pay, the number of actual days of leave without pay shall be deducted, and the employment period shall be calculated for the remaining number of days after the grant of the shares under these Company Regulations. If the employment period calculated has reached the time-limit specified in Article 5, then the vesting conditions shall then be further determined according to the performance evaluation result provided by his or her supervisor. In case of leave without pay due to other reasons, starting from the effective date of the leave without pay of such employee, the shares granted under these Company Regulations shall be recovered by the Company in full without compensation.
Retirement: Where an employee granted with the new restricted employee shares under these Company Regulations, if he or she applies for retirement and the vesting conditions specified in Article 5 have not been satisfied upon the effective date of retirement, then starting of the effective date of retirement, the shares granted under these Company Regulations shall be recovered by the Company in full without compensation.
Discharge: Where an employee granted with the new restricted employee shares under these Company Regulations, if he or she is discharged according to relevant regulations of the Labor Standards Act and the vesting conditions specified in Article 5 have not been satisfied upon the effective date of discharge, then starting of the effective date of discharge, the shares granted under these Company Regulations shall be recovered by the Company in full without compensation.
Death: Where an employee granted with the new restricted employee shares under these Company Regulations, if he or she is subsequently deceased and the vesting conditions specified in Article 5 have not been satisfied upon his or her death, then starting of the date of death, the shares granted under these Company Regulations shall be recovered by the Company in full without compensation.

Article 9 Taxes

Relevant taxes of the new restricted employee shares granted to employees under these Company Regulations shall be handled according to the Tax Law of the Republic of China.

Article 10 Contract Signing, Confidentiality and Restrictive Clauses:

After an employee is granted with the new restricted employee shares under these Company Regulations, he or she shall comply with the salary confidentiality rules of the Company such that he or she shall not inquire or disclosure relevant content and quantity of the new restricted

employee shares granted. In case of any violation and after it is considered to be a major violation by the Company, for the new restricted employee shares not yet satisfying the vesting conditions, such employee shall lose his or her qualification for the grant of such shares, and the Company also recovers these shares in full without compensation.

After an employee is granted with the new restricted employee shares under these Company Regulations, in case where he or she makes major fault of violating the labor contract or work rules of the Company, for the new restricted employee shares not yet satisfying the vesting conditions, such employee shall lose his or her qualification for the grant of such shares, and the Company also recovers these shares in full without compensation.
After the total units, subscription price, distribution principles and the list of granted employees for the issuance of new restricted employee shares are confirmed, the handling unit shall inform relevant employees to sign the “Agreement for Receipt of New Restricted Employee Shares” and the “Non-compete and Confidentiality Agreement”.
After a granted employee completes the signing of the “Agreement for Receipt of New Restricted Employee Shares” and the “Non-compete and Confidentiality Agreement” according to the notice, he or she may then receive the new restricted employee shares. For any employee failing to complete the signing of such documents, he or she shall be deemed to have waived the right to receive the new restricted employee shares.
After an employee has signed the “Agreement for Receipt of New Restricted Employee Shares” and the “Non-compete and Confidentiality Agreement”, he or she shall comply with the confidentiality rules and must not disclose relevant content and personal rights of this case to others.
Employees shall cooperate to sign and complete all documents necessary for the trust custody of the new restricted employee shares, and shall also comply with the trust custody rules.

Article 11 Implementation Rules:

For the list of employees for the grant of new restricted employee shares under these Company Regulations and relevant procedures of signing and detailed operation time, the handling unit of the Company shall further inform the granted employees to complete relevant procedures accordingly.

Article 12 Other Important Agreements:

These Company Regulations shall become effective according to the resolution of a board of directors’ meeting attended by more than two-thirds of directors and the consents of a majority of attending directors, followed by reporting to the competent authority for approval. In case of any amendment requested by the competent authority during the submission for review process, the chairman is authorized to amendment these Company Regulations, followed by reporting to the board of directors for ratification in order to release the amended Company Regulations.
Any matters not specified in these Company Regulations, unless the law specifies otherwise, the chairman of the board or its authorized person are authorized to amend these Company Regulations, followed by reporting to the board of directors for ratification before release thereof.
During the period when the new restricted employee shares are submitted for trust custody, the Company shall have the full authority to perform (including but not limited) trust contract negotiation, signing, amendment, extension, cancellation, termination, and making instructions on trust property delivery, use and disposal on behalf of the employees with the share trust agency and the Company. In addition, employees shall also agree that the Company may also act as the agent for the party, beneficiary and employee of the trust contract at the same time according to Article 106 of the Civil Code.
Any matters not specified in these Company Regulations shall be handled in accordance with relevant laws and regulations.

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MVI — AGM Information 2023

52016_rns_2023-06-02_0ef6db54-abe3-4573-bb1a-3370439a9458.pdf

Mosel Vitelic Inc. 2023 Annual General Meeting Minutes

I. Chairman announced commencement.

II. Chairman’s Address (omitted)

III. Status Reports

IV. Approval Items

V. Directors Election

Election Result:

VI. Discussion Items ：

VII. Extraordinary Motions: None.

Attachment 1

Mosel Vitelic Inc. Business Report

Attachment 2

Audit Committee’s Review Report

Attachment 3

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

Recognition of foundry service income

Description

Responding Audit Procedures

Other Matters – Parent Company Only Financial Statements

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

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

Notice to Readers

Mosel Vitelic Inc. and Subsidiaries

Consolidated Balance Sheets December 31, 2022 and 2021

Mosel Vitelic Inc. and Subsidiaries

Consolidated Balance Sheets December 31, 2022 and 2021

Mosel Vitelic Inc. and Subsidiaries Consolidated Statement of Comprehensive Income For the years ended December 31, 2022 and 2021

Mosel Vitelic Inc. and Subsidiaries Consolidated Statement of Comprehensive Income For the years ended December 31, 2022 and 2021

Mosel Vitelic Inc. and Subsidiaries Consolidated Statement of Changes in Equity For the years ended, 2022 and 2021

Mosel Vitelic Inc.

Consolidated Statement of Cash Flows For the years Ended December 31, 2022 and 2021

Attachment 4

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

Recognition of foundry service revenue

Description

Responding Audit Procedures

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

Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements

Notice to Readers

Mosel Vitelic Inc.

Parent Company Only Balance Sheets December 31, 2022 and 2021

Mosel Vitelic Inc.

Parent Company Only Balance Sheets December 31, 2022 and 2021

3X2X Total liabilities and equity

Mosel Vitelic Inc.

Parent Company Only Statement of Comprehensive Income For the years ended December 31, 2022 and 2021

Mosel Vitelic Inc.

Parent Company Only Statement of Changes in Equity For the years ended December 31, 2022 and 2021

Mosel Vitelic Inc.

Parent Company Only Statement of Cash Flows For the years Ended December 31, 2022 and 2021

Attachment 5

Mosel Vitelic Inc. 2022 Earnings Distribution Table

Attachment 6

Mosel Vitelic Inc. List of Director (including Independent Director) Candidates

Attachment 7

Mosel Vitelic Inc. Cancellation of Non-compete Restriction for Directors

Attachment 8

Mosel Vitelic Inc.

Comparison Table for Amendments of "Articles of Incorporation”

Attachment 9

Mosel Vitelic Inc.

2023 Regulations for Issuance of New Restricted Employee Shares

Article 1 Purpose of Issuance:

Article 2 Declaration and Issue Period:

Article 3 Employee Qualification and Issuance Review Procedure:

Article 4 Total Issuance Amount and Type of Shares:

Article 9 Taxes

Article 11 Implementation Rules:

More from MVI

MVI AGM Information 2023