Stock Code: 2342

台灣茂矽電子股份有限公司

MOSEL VITELIC INC.

2026 Annual General Shareholders' Meeting

Meeting Handbook

Meeting Date: May 20, 2026

---Disclaimer---

THIS IS A TRANSLATION OF THE AGENDA FOR THE 2026 ANNUAL GENERAL MEETING ("THE AGENDA") OF MOSEL VITELIC INC. ("THE COMPANY"). THE TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NO OTHER PURPOSE. THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE AGENDA SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.

Meeting Procedure
Meeting Agenda
Attachments
I. 2025 Business Report
II. 2025 Audit Committee’s Review Report
III. 2025 Directors’ Remuneration
IV. Independent Auditor’s Report and 2025 Consolidated Financial Statements-
V. Independent Auditor’s Report and 2025 Parent Company Only Financial Statements
VI. 2025 Deficit Compensation
VII. Comparison Table for Amendments of “Articles of Incorporation
VII. The financing methods, content, and principles for handling a capital increase plan.
IX. List of Director Candidates
IX. Non-Compete Status of the directors
Appendix
I. Articles of Incorporation (Before Amendment)
II. Rules and Procedures of Shareholders’ Meeting
III. Procedures for Election of Directors
IV. Shareholdings of All Directors

Mosel Vitelic Inc.
2026 Annual General Shareholders’ Meeting Procedure

I. Call the Meeting to Order
II. Chairperson's Address
III. Report Items
IV. Ratification Items
V. Discussion Items
VI. Directors Election
VII. Other Items
VI. Extraordinary Motion
VII. Meeting Adjourned

Mosel Vitelic Inc.

2026 Annual General Shareholders’ Meeting Agenda

Date and Time: May 20, 2026 (Wednesday), 9:00 a.m.

Location: No. 1, Creation Rd.1, Hsinchu Science Park, Hsinchu City (the Company)

Convention Method: Physical Convention of Shareholders’ Meeting

Chairperson Calls the Meeting to Order (and reports the number of shares in attendance)
Opening Remarks by the Chairperson
Report Items :
(1) To report the business of 2025
(2) Audit Committee’s review report of 2025
(3) To report 2025 directors’ compensation
(4) To report the issuance of securities in private placement
(5) Report on the Simplified Merger of Company Mou Fu Investment Consultant Ltd by Our Company
Ratification Items :
(1) To accept 2025 business report and financial statements
(2) To accept the Proposal for 2025 Deficit Compensation
Discussion Items :
(1) To amend the Company’s Articles of Incorporation
(2) Proposed cash capital increase through issuance of common stock or cash capital increase through private placement of common stock
Directors Election :
(1) To elect the Company’s 14th term of Directors
Other Items :
(1) To release non-compete restrictions on newly-elected directors and their representatives
Extraordinary Motions
Meeting Adjourned

Report Items

To report the business of 2025

Explanation: Please refer to the 2025 Company Business Report (Attachment 1).

Audit Committee’s review report of 2025

Explanation: Please refer to the 2025 Audit Committee’s Review Report (Attachment 2).

To report 2025 directors’ compensation

Explanation:
(I) The 2025 directors’ compensation is not distributed.
(II) For the directors’ remuneration, including the remuneration policy, the details and amount of the remuneration received by individual directors, (Attachment 3).

To report the issuance of securities in private placement

Explanation:
(I) On May 22, 2025, the Company's shareholders' meeting authorized the Board of Directors to conduct a capital increase through the issuance of ordinary shares or a private placement of ordinary shares, within a limit of no more than 50 million ordinary shares, depending on the prevailing market financial conditions and appropriate timing and financing instruments, in accordance with relevant laws and regulations.
(II) According to Article 43-6, Paragraph 7 of the Securities and Exchange Act, private placements of securities may be conducted within one year from the date of the shareholders' meeting resolution.
(III) The amount of the aforementioned fundraising that was not completed will be cancelled from the date of the 2026 Annual General Meeting of Shareholders.

Report on the Simplified Merger of Company Mou Fu Investment Consultant Ltd by Our Company

Explanation:
(I) In order to integrate group resources and adjust strategies, our company and its 99.99% owned subsidiary, Mou Fu Investment Consultant Ltd., held a board meeting on May 6, 2025 and passed a resolution to conduct a simplified merger. After the merger, our

company will be the surviving company and Mou Fu Investment Consultant Ltd. will be the dissolving company. The merger base date agreed by both parties is July 1, 2025. Our company has completed the statutory merger procedures and the change of registration was approved by the Hsinchu Science Park Administration of the National Science and Technology Commission on August 18, 2025.

(II) The company is conducting a simplified merger in accordance with Article 19 of the Enterprise Mergers and Acquisitions Act. There is no share exchange ratio involved, and it will not affect the equity of the company's shareholders.

Ratification Items

Item1 (Proposed by the Board of Directors)

Proposal: To accept 2025 business report and financial statements.

Explanation: (I) The Company's 2025 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. Shu-Chien Pai and Mr. Jerry Chiang of PwC Taiwan.

(II) Please refer to the 2025 Business Report on (Attachment 1) and Independent Auditor's Audit Report and the aforementioned Financial Statements on (Attachments 4 and 5).

Resolution:

Item2 (Proposed by the Board of Directors)

Proposal: To accept the Proposal for 2025 Deficit Compensation.

Explanation: (I) The Company's net loss for the 2025 was NT$76,982,463. Per the Company's Articles of Incorporation, the Company proposed not to distribute employees' and directors' compensation. It is proposed not to distribute share dividends to the shareholders for 2025H2.

(II) Please refer to the 2025 Statement of Deficit Compensation of the Company (Attachment 6).

Resolution:

Discussion items

Item 1 (Proposed by the Board of Directors)

Proposal: To amend the Company's Articles of Incorporation

Explanation: (I) In order to comply with legal regulations, the "Articles of Association" were amended at the shareholders' meeting on May 18, 2022. However, the amended content was mistakenly printed: the original amendment to Article 8 was mistakenly printed in Article 11, which is hereby corrected.

(II) Please refer to the Comparison Table for Amendments of "Articles of Incorporation" (Attachment 7).

Resolution:

Item 2 (Proposed by the Board of Directors)

Proposal: Proposed cash capital increase through issuance of common stock or cash capital increase through private placement of common stock.

Explanation: (I) In response to the need for strategic alliance development, strengthening working capital, repaying bank loans, purchasing machinery and equipment, making investments, or other funding requirements for the company's future development to enhance competitiveness, the company proposes to request authorization from the shareholders' meeting to empower the Board of Directors to increase capital up to a total of 50 million common shares, at appropriate times, depending on the financial market conditions, through either public offering or private placement, or combination of both, in one or multiple tranches (up to two tranches of private placements).

(II) After the shareholders' meeting approves the domestic cash capital increase through public offering and/or private placement of common shares, the Board of Directors is authorized to handle the following matters: the issuance plan, issuance terms, quantity, price, amount, use of funds, project plans, schedule, expected potential benefits, capital increase record date, and other related matters. This includes any amendments required by regulatory authorities or due to changes in market conditions and the objective environment, as well as any other unresolved matters related to this proposal. The Board of Directors is granted full authority to manage these matters.

(III) If subsequent amendments are necessary due to changes in laws, the opinions of competent authorities, or changes in objective circumstances, it is proposed that the shareholders' meeting authorize the board of directors to handle such matters with full authority.

(IV) In the event of this execution, the actual issuance price will comply with the pricing guidelines set forth in the shareholders' meeting resolution and, as appropriate, the closing price of the Company's ordinary shares at that time. Any modifications will be deemed reasonable and have no significant impact on shareholders' equity.

(V) Please refer to the financing methods, content, and handling principles of this capital increase proposal (Attachment 8).

Resolution:

Directors Election

Item 1 (Proposed by the Board of Directors)

Proposal: To elect the Company's 14th term of Directors

Explanation: (I) The 13th term of the Directors of the Board of the Company will be matured on May 24, 2026; therefore, The Company will elect

the 14th term of Directors during the 2026 annual general meeting.

(II) According to Article 13 and Article 13-2 of the Articles of Incorporation of the Company, 10 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 9).

(III) The term for elected Directors is three years, starting from May 20th, 2026 to May 19th, 2029. The 13th term of Directors will be dismissed on the date the new directors are elected

Resolution:

Other Items

Item 1 (Proposed by the Board of Directors)

Proposal: To release non-compete restrictions on newly-elected directors and their representatives

Explanation: (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.

(II) Please refer to the details of the Cancellation of Non-compete Restriction for Directors (Attachment 10).

Resolution:

Extraordinary Motions

Meeting Adjourned

Attachment 1

Mosel Vitelic Inc. Business Report

In 2025, the global power semiconductor market experienced a major shift. Affected by slow demand, inventory reduction, and the expansion of mature process capacity in China coupled with aggressive pricing strategies, 8-inch and 12-inch semiconductor foundries became the primary players in the global power semiconductor foundry market. Capacity from China's 8-inch and 12-inch foundries also gradually became an integral part of the mainstream foundry supply chain. In this environment, Mosel Vitelic maintained a capacity utilization rate of over 90% in the first half of the year, and around 85% in the second half. A series of economic and trade policies enacted by US President Trump have become the biggest factor affecting Mosel Vitelic's revenue and profits. First, the announcement of tariffs on the U.S. impacted Mosel Vitelic, as approximately 15% of its customers are directly or indirectly based in the U.S. This announcement led customers primarily targeting the U.S. market to adopt a wait-and-see approach, causing orders to decline and revenue growth to slow. The second is the impact of the USD exchange rate. The USD exchange rate fluctuated greatly starting in the second quarter, dropping from 32 to 29 and then gradually recovering to 31 by the end of the year, resulting in a sharp decline in revenue for Mosel Vitelic, whose income was mainly denominated in USD. Looking at the full-year shipment volume for 2025, which totaled 540,000 pieces compared to 492,600 pieces in 2024, total shipments increased by approximately 9.6%. The product mix in 2025 was also similar to that of 2024. However, due to changes in tariffs and exchange rates, NTD revenue converted from USD revenue declined significantly, and Mosel Vitelic ultimately reported a loss.

In terms of major customers, automotive customers continued to be the main driver of orders and revenue, including those of our major shareholders, which experienced a significant volume increase in the first half of the year, exceeding the annual budget. However, revenue and profits were still constrained in the second half of the year due to the impact of tariffs and exchange rates, despite orders and shipments surpassing budgeted amounts.

The operational target of Mosel Vitelic for 2025 was set at NT$1.997 billion. Thanks to the team's efforts and the support of all customers, the year-end revenue reached NT$2.04 billion, meeting the target and exceeding the NT$1.89 billion revenue of 2024 by 7.6%. However, due to the impact of tariffs and fluctuations in the USD exchange rate, the gross profit margin in 2025 was 14.9%, down from 20.7% in 2024. The operating loss for the year was approximately NT$87 million, and the net loss after tax for the whole year was approximately NT$77 million,

resulting in a loss per share of NT$ 0.49.

Outlook for 2026: Mosel Vitelic's sales team is actively developing new customers, and the technology team is also proactively building niche technology and its foundry platform. For customers: A total of 32 new customers were developed between 2024 and 2025, with 25% from Taiwan, 21% from China, 18% from Europe and the U.S., and 34% from Japan and South Korea. These customers are primarily in the power semiconductor applications field. In terms of technology: In response to customer demand, Mosel Vitelic has actively deployed niche technologies and its foundry platform. Specifically, FS-IGBT (field-stop insulated gate bipolar transistor) technology has been advanced to the level of leading international manufacturers to meet the demand for high power, lower energy consumption, and anti-interference in motor drives and industrial applications. Currently, samples have been sent to customers for verification, and mass production is expected to begin in 2026. In terms of the fast recovery diode (FRED) used in conjunction with IGBT, building on its past development of negative temperature coefficient diodes, Mosel Vitelic developed a positive temperature coefficient FRED in 2025. This diode can be used in power modules for high-power parallel motor drives, providing enhanced safety protection for high-power modules. Samples have been sent to customers for verification and mass production is expected to begin in 2026. On the SiC MOSFET technology platform, Mosel Vitelic has launched three generations of planar structure platforms, with the latest generation offering competitiveness on par with leading global SiC foundries. Two generations of trench structure platforms have also been launched and are currently undergoing technology platform optimization and verification, with mass production expected in 2026. For TVS (Transient Voltage Suppressors), building on years of technological expertise, Mosel Vitelic has further developed TVS component technology platforms with low capacitance (low Cj), ultra-low capacitance (Ultra low Cj), and surge protection (ESD/Surge). These platforms are suitable for protective applications in Type-C connectors and automotive electronics. All of the above new products meet the future power transistor needs of new customers. In niche applications, we can provide customers with greater product design flexibility and capacity assurance, and aim to further increase Mosel Vitelic's revenue. New products accounted for 16.8% of revenue in 2025. Going forward, we will focus on increasing the proportion of new products in revenues to enhance the Company's long-term competitiveness.

In terms of operations, we will continue to focus on managing key operational indicators and strengthened governance and performance through audits and third-party certifications. For 2025, regarding the quality system, numerous internal and external quality initiatives were undertaken, obtaining ISO 9001, IATF 16949, and QC 080000 certifications. The Company also

passed on-site audits of the VDA 6.3 process conducted by automotive customers and received an A Grade rating. In the area of environmental, health, and safety (EHS), relevant departments implemented management responsibilities across the Company and obtained ISO 14001, ISO 45001, and ISO 14064 certifications. They also completed approvals for water pollution prevention measures and waste disposal plans, and continued to promote greenhouse gas reduction initiatives annually. In 2025, the Company submitted and was approved for the Ministry of Environment's greenhouse gas reduction plan, qualifying for a carbon fee incentive of NT$50 per ton. Concerning human resources, the Company achieved TTQS certification for employee education and training and conducted employee opinion surveys to formulate subsequent improvement plans. With respect to sustainable development, the sustainability team completed the development of internal evaluation indicators for the 2025 ESG assessment and prepared the sustainability report, comprehensively demonstrating the Company's ongoing progress in quality, EHS, human resources, and sustainable governance.

Looking to the future, the Company will continue to position itself as a leading "power semiconductor foundry", prioritizing improvements in yield, enhanced production efficiency, and strengthened process competitiveness in application areas with long-term growth potential, such as automotive and industrial control. For our operational strategy, we will continue to implement cost and expense control, adhere to the principle of prudent management, and carefully evaluate and invest in necessary capital expenditures. This includes promoting equipment upgrades and optimizing bottleneck machinery to improve capacity allocation flexibility and utilization efficiency. Simultaneously, we will accelerate the adoption of more competitive processes and product mixes with improved gross profit margins to enhance the quality of revenue and profit growth and establish a more long-term and stable customer base.

In addition, the Company will continue to deepen collaboration with domestic and overseas customers and supply chains, building on existing strategic partnerships. Furthermore, we will strengthen quality management and delivery capabilities to meet growing market demand for high-reliability power components. The management team and all employees deeply appreciate the trust placed in us by our shareholders and stakeholders. As we navigate changes and challenges in the external environment, we will continue to drive our operational plans forward with innovation, efficiency, and discipline. This will enhance our competitive advantages and operational performance as we strive to share the fruits of the Company's growth with shareholders, customers, employees, and the broader community.

Chairman: I-Hsien Tang
President: Chien-Chih Lu
Accounting Officer: Ya-Fei Yang

Attachment 2

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2025 Business Report, Financial Statements, and proposal for Deficit Compensation. Financial Statements were audited by PwC Taiwan and they issued an audited report accordingly. We, as the Audit Committee 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: Chen-Tu Liu

February 12, 2026

Attachment 3

December 31, 2025 Unit: NT$ thousand

Title Name	Remuneration of directors							Total sum of A, B, C and D and their proportion to net profit after tax (net loss) (%)	Remuneration received as company employee								Total sum of A, B, C, D, E, F and G, and their proportion to net profit after tax (loss) (%)	Remuneration from investment business other than subsidiaries or parent company
	Remuneration (A)		Pension (B)		Remuneration to directors (C)		Expenses for services rendered (D)			Salaries, bonuses and special allowances (E)		Pension (F)		Remuneration to Employees (G)
	The Company	All companies in the financial statements	The Company	All companies in the financial statements	The Company	All companies in the financial statements	The Company	All companies in the financial statements	The Company	All companies in the financial statements	The Company	All companies in the financial statements	The Company	All companies in the financial statements	The Company	All companies in the financial statements			The Company	All companies in the financial statements
Chairman: Yi-Hsien Tang	900	900	0	0	0	0	120	120	(1.32%)	(1.32%)	5,340	5,340	0	0	0	0	0	0	(8.26%)	(8.26%)
Director - Actron Technology Corporation Representative: Tang-Liang Yao	0	0	0	0	0	0	120	120	(0.16%)	(0.16%)	0	0	0	0	0	0	0	0	(0.16%)	(0.16%)
Director - Actron Technology Corporation Representative: Hsien-Chung Wu	0	0	0	0	0	0	120	120	(0.16%)	(0.16%)	0	0	0	0	0	0	0	0	(0.16%)	(0.16%)
Director - Actron Technology Corporation Representative: Chien-Chih Lu	0	0	0	0	0	0	120	120	(0.16%)	(0.16%)	3,420	3,420	0	0	0	0	0	0	(4.60%)	(4.60%)
Director - Sino-American Silicon Products Inc. Representative: Chen-Chien Chen (Note 2)	0	0	0	0	0	0	120	120	(0.16%)	(0.16%)	0	0	0	0	0	0	0	0	(0.16%)	(0.16%)
Director - Hongyu Franklin Investment Co., Ltd. Representative: Yu-Pai Tang (Note 2)	0	0	0	0	0	0	120	120	(0.16%)	(0.16%)	0	0	0	0	0	0	0	0	(0.16%)	(0.16%)
Director Liang-Kai Wang	0	0	0	0	0	0	120	120	(0.16%)	(0.16%)	0	0	0	0	0	0	0	0	(0.16%)	(0.16%)
Independent Director Shao-Wen Hsieh	960	960	0	0	0	0	120	120	(0.14%)	(0.14%)	0	0	0	0	0	0	0	0	(1.40%)	(1.40%)
Independent Director Ching-Hsiang Lin	960	960	0	0	0	0	120	120	(0.14%)	(0.14%)	0	0	0	0	0	0	0	0	(1.40%)	(1.40%)
Independent Director Chen-Tu Liu	960	960	0	0	0	0	120	120	(0.14%)	(0.14%)	0	0	0	0	0	0	0	0	(1.40%)	(1.40%)
Independent Director Chung-Wen Lan	960	960	0	0	0	0	120	120	(0.14%)	(0.14%)	0	0	0	0	0	0	0	0	(1.40%)	(1.40%)
1. Please explain the policy, system, standards and structure by which remuneration to independent directors is paid, and association between the amount paid and independent directors' responsibilities, risks and time committed: The remuneration of independent directors is determined by the Board of Directors based on the standard in the same industry in accordance with the Articles of Incorporation. The remuneration of independent directors is a fixed monthly remuneration and Expenses for services rendered. To maintain the independence of independent directors, they do not participate in the distribution of earnings of the Company. 2. Remuneration to directors for rendering services (such as consultants to non-employees) in the most recent fiscal year other than the disclosures in the above table:

Attachment 4

Independent Auditors' Report

The Board of Directors and Shareholders of
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, 2025 and 2024, 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, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (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, 2025. 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, 2025 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(21) 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, 2025 and 2024 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, 2025 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors' report are Shu-Chien Pai and Jerry Chiang.

PricewaterhouseCoopers, Taiwan

February 12, 2026

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, 2025 and 2024

(In Thousands of New Taiwan Dollars)

	Assets	Notes	December 31, 2025		December 31, 2024
			Amount	%	Amount	%
Current assets
1100	Cash and cash equivalents	6(1)	$ 838,162	27	$ 891,333	27
1136	Financial assets at amortized cost - current	6(3)	51,000	2	461,406	14
1170	Accounts receivable, net	6(4)	220,095	7	247,012	7
1180	Accounts receivable - related parties, net	6(4) and 7	81,024	2	100,994	3
1200	Other receivables		1,794	-	717	-
1220	Current tax assets		3,958	-	6,210	-
130X	Inventories	6(5)	258,991	8	285,440	8
1410	Prepayments	6(6) and 9(2)	71,606	2	70,164	2
1470	Other current assets		-	-	1	-
11XX	Total current assets		1,526,630	48	2,063,277	61
Non-current assets
1517	Financial assets at fair value through other comprehensive income - non-current	6(2)	18,090	1	8,548	-
1535	Financial assets at amortized cost - non-current	6(3) and 8	17,907	1	17,907	1
1600	Property, plant and equipment	6(8)	844,947	27	769,797	23
1755	Right-of-use assets	6(9)	263,914	8	287,076	9
1780	Intangible assets		4,273	-	988	-
1900	Other non-current assets	6(10)	472,829	15	217,609	6
15XX	Total non-current assets		1,621,960	52	1,301,925	39
1XXX	Total assets		$ 3,148,590	100	$ 3,365,202	100

(Continued on next page)

Mosel Vitelic Inc. and Subsidiaries
Consolidated Balance Sheets
December 31, 2025 and 2024

(In Thousands of New Taiwan Dollars)

	Liabilities and equity	Notes	December 31, 2025		December 31, 2024
			Amount	%	Amount	%
Current liabilities
2130	Contract liabilities - current	6(21)	$ 13,919	1	$ 9,060	-
2150	Notes payable		7	-	7	-
2170	Accounts payable	6(11)	138,032	4	134,735	4
2180	Accounts payable - related parties	7	27,557	1	41,270	1
2200	Other payables	6(12)	233,900	7	240,520	7
2220	Other payables - related parties	7	2,773	-	-	-
2230	Current tax liabilities		53	-	-	-
2250	Provision - current		2,100		-
2280	Lease liabilities - current		8,845	-	9,556	-
2300	Other current liabilities	6(13)	83,871	3	156,059	5
21XX	Total current liabilities		511,057	16	591,207	17
Non-current liabilities
2580	Lease liabilities - non-current		276,280	9	296,577	9
2600	Other non-current liabilities	6(14)	3,971	-	15,366	-
25XX	Total non-current liabilities		280,251	9	311,943	9
2XXX	Total liabilities		791,308	25	903,150	26
Equity attributable to the owners of the parent company
	Share capital	6(17)
3110	Common shares		1,575,247	50	1,573,917	48
	Capital surplus	6(18)
3200	Capital surplus		601,082	19	599,930	18
	Retained earnings	6(19)
3310	Appropriated as legal capital reserve		89,984	3	80,899	2
3320	Appropriated as special capital reserve		94,655	3	80,827	2
3350	Unappropriated earnings		66,225	2	213,339	6
	Other equity interest	6(20)
3400	Other equity interest		( 90,702)	( 3)	( 107,793)	( 3)
31XX	Total equity attributable to the owners of the parent company		2,336,491	74	2,441,119	73
36XX	Non-controlling interests	4(3)	20,791	1	20,933	1
3XXX	Total equity		2,357,282	75	2,462,052	74
	Significant contingent liabilities and unrecognized contract commitments	9
	Significant Subsequent Events	11
3X2X	Total liabilities and equity		$ 3,148,590	100	$ 3,365,202	100

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

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

Mosel Vitelic Inc. and Subsidiaries
Consolidated Statement of Comprehensive Income
For the years ended December 31, 2025and 2024

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

	Item	Notes	2025		2024
			Amount	%	Amount	%
4000	Operating revenue	6(21) and 7	$ 2,037,211	100	$ 1,893,958	100
5000	Operating costs	6(5) (26)
		(27) and 7	( 1,734,250)	( 85)	( 1,502,060)	( 80)
5900	Gross profit		302,961	15	391,898	20
	Operating expenses	6(26) (27) and 7
6100	Sales and marketing expenses		( 40,514 )	( 2)	( 26,948)	( 1)
6200	General and administrative expenses		( 149,350)	( 7)	( 152,416)	( 8)
6300	Research and development expenses		( 200,019)	( 10)	( 167,356)	( 9)
6450	Expected credit losses	12(2)	30	-	133	-
6000	Total operating expenses		( 389,913)	( 19)	( 346,587)	( 18)
6900	Operating income (loss)		( 86,952)	( 4)	45,311	2
	Non-operating income and expenses
7100	Interest income	6(22)	13,954	1	30,396	2
7010	Other income	6(23)	28,878	1	1,127	-
7020	Other gains and losses	6(24)	( 25,474)	( 1)	22,214	1
7050	Financial costs	6(25)	( 7,478)	( 1)	( 7,873)	-
7000	Total non-operating income and expenses		9,880	-	45,864	3
7900	Net income (loss) before tax		( 77,072)	( 4)	91,175	5
7950	Income tax income (expense)	6(28)	( 53)	-	9	-
8200	Net income (loss)		($ 77,125)	( 4)	$ 91,184	5
	Other comprehensive income (loss)
	Items that will not be reclassified subsequently to profit or loss
8316	Unrealized gains or losses on investments in equity instruments measured at fair value through other comprehensive income	6(2) (20)
			9,542	1	( 8,363)	( 1)
8300	Other comprehensive (loss), net		$ 9,542	1	($ 8,363)	( 1)
8500	Total comprehensive income (loss)		($ 67,583)	( 3)	$ 82,821	4
	Net income (loss) attributable to:
8610	Owners of the parent company		($ 76,983)	( 4)	$ 90,849	5
8620	Non-controlling interests		( 142)	-	335	-
			($ 77,125)	( 4)	$ 91,184	5

(Continued on next page)

Mosel Vitelic Inc. and Subsidiaries

Consolidated Statement of Comprehensive Income

For the years ended December 31, 2025 and 2024

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

	Item	Notes	2025		2024
			Amount	%	Amount	%
	Total comprehensive income (loss) attributable to:
8710	Owners of the parent company		($ 67,441)	( 3)	$ 82,486	4)
8720	Non-controlling interests		( 142)	-	335	-
			($ 67,583)	( 3)	$ 82,821	4)
	Earnings (loss) per share (NTD)	6(29)
9750	Basic earnings (loss) per share		($	0.49)	$	0.58
9850	Diluted earnings (loss) per share		($	0.49)	$	0.58

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

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

Mosel Vitelic Inc. and Subsidiaries

Consolidated Statement of Changes in Equity

For the years ended, 2025 and 2024

(In Thousands of New Taiwan Dollars)

	Notes	Common shares	Capital surplus	Retained earnings			Other equity interest			Total	Non-controlling interests
				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
2024
Balance, January 1, 2024		$ 1,571,567	$ 594,701	$ 80,899	$ 80,827	$ 122,490	($ 86,292)	($ 23,452)	$ 2,340,740	$ 23,172	$ 2,363,912
Net income		-	-	-	-	90,849	-	-	90,849	355	91,184
Other comprehensive income (loss)	6(20)	-	-	-	-	-	( 8,363 )	-	( 8,363 )	-	( 8,363 )
Total comprehensive income		-	-	-	-	90,849	( 8,363 )	-	82,486	355	82,821
Issuance of new restricted employee shares	6(16)(17)(18)(20)	2,950	6,564	-	-	-	-	( 6,564 )	2,950	-	2,950
Retirement of new restricted employee shares	6(16) (17)(18)(20)	( 600 )	( 1,335 )	-	-	-	-	1,335	( 600 )	-	( 600 )
Share-based compensation costs	6(16) (20)	-	-	-	-	-	-	15,543	15,543	-	15,543
Cash dividends distributed by subsidiary to non-controlling interest		-	-	-	-	-	-	-	-	( 2,574 )	( 2,574 )
Balance, December 31, 2024		$ 1,573,917	$ 599,930	$ 80,899	$ 80,827	$ 213,339	($ 94,655)	($ 13,138 )	$ 2,441,119	$ 20,933	$ 2,462,052
2025
Balance, January 1, 2025		$ 1,573,917	$ 599,930	$ 80,899	$ 80,827	$ 213,339	($ 94,655)	($ 13,138 )	$ 2,441,119	$ 20,933	$ 2,462,052
Net (loss)		-	-	-	-	( 76,983 )	-	-	( 76,983 )	( 142 )	( 77,125 )
Other comprehensive income (loss)	6(20)	-	-	-	-	-	9,542	-	9,542	-	9,542
Total comprehensive income (loss)		-	-	-	-	( 76,983 )	9,542	-	( 67,441 )	( 142 )	( 67,583 )
Appropriation and distribution of 2024 retained earnings	6(19)
Legal reserve		-	-	9,085	-	( 9,085 )	-	-	-	-	-
Special reserve		-	-	-	13,828	( 13,828 )	-	-	-	-	-
Cash dividends		-	-	-	-	( 47,218 )	-	-	( 47,218 )	-	( 47,218 )
Issuance of new restricted employee shares	6(16)(17)(18)(20)	2,050	2,562	-	-	-	-	( 2,562 )	2,050	-	2,050
Retirement of new restricted employee shares	6(16) (17)(18)(20)	( 720 )	( 1,410 )	-	-	-	-	1,410	( 720 )	-	( 720 )
Share-based compensation costs	6(16) (20)	-	-	-	-	-	-	8,701	8,701	-	8,701
Balance, December 31, 2025		$ 1,575,247	$ 601,082	$ 89,984	$ 80,827	$ 66,225	($ 85,113 )	($ 5,589 )	$ 2,336,491	$ 20,791	$ 2,357,282

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

Chairman: I-Hsien Tang

Managerial Officer: Chien-Chih Lu

Accounting Officer: Ya-Fei Yang

Mosel Vitelic Inc.
Consolidated Statement of Cash Flows
For the years Ended December 31, 2025 and 2024

	(In Thousands of New Taiwan Dollars)
	Notes	2025	2024
	Notes	2025	2024
Cash flows from operating activities
Net income (loss) before tax		($ 77,072)	$ 91,175
Adjustments
Adjustments to reconcile profit (loss)
Depreciation expense	6(8)(9)(26)	114,875	91,822
Amortization expense	6(26)	5,528	316
Expected credit (gains) losses	12(2)	30	(133)
Interest expense	6(25)	7,478	7,873
Interest income	6(22)	(13,954)	(30,396)
Dividend income	6(23)	-	(7)
Share-based compensation costs	6(16)(20)(27)	8,701	15,543
Gain on disposal or retirement of property, plant and equipment	6(24)	(468)	(5,730)
Changes in operating assets/liabilities
Net changes in operating assets
Accounts receivable		26,875	(119,430)
Accounts receivable - related parties		19,982	(13,980)
Other receivables		(1,264)	2,220
Inventories		26,449	(16,646)
Prepayments		(1,442)	(43,231)
Other current assets		1	(1)
Net changes in operating liabilities
Contract liabilities		4,859	(5,437)
Accounts payable		3,297	26,034
Accounts payable - related parties		(13,713)	20,509
Other payables		(9,082)	17,950
Other payables - related parties		2,773	(1,327)
Other current liabilities		544	2,309
Provisions - current		2,100	-
Net defined benefit liabilities		(11,393)	(2,006)
Cash inflow (outflow) generated from operations		91,743	37,427
Interest received		14,141	35,663
Dividends received		-	7
Income tax (paid) returned		2,252	(1,252)
Net cash inflow (outflow) from operating activities		108,136	71,845
Cash flows from Investing activities
Acquisition of financial assets at amortized cost		(42,984)	(420,421)
Disposal of financial assets at amortized cost		453,390	680,348
Acquisition of property, plant and equipment	6(30)	(424,834)	(200,711)
Proceeds from disposal of property, plant and equipment		-	6,280
Acquisition of intangible assets		(13,241)	(398)
Decrease in refundable deposits		1,670	1,666
Net cash inflow (outflow) from investing activities		(25,999)	66,764
Cash flows from financing activities
Decrease in guaranteed deposits
Proceeds from short-term borrowings		110,000	-
Decrease in short-term borrowings		(110,000)	-
Decrease in guaranteed deposits	6(31)	(72,734)	(218,790)
Repaid principal of lease liabilities	6(31)	(9,208)	(9,319)
Interest paid	6(9)(31)	(7,478)	(7,873)
Issuance of new restricted employee shares	6(17)	2,050	2,950
Retirement of new restricted employee shares	6(17)	(720)	(600)
Dividends paid		(47,218)	-
Return of investment funds by subsidiary to non-controlling interests		-	(2,574)
Net cash outflow from financing activities		(135,308)	(236,206)
Decrease in cash and cash equivalents		(53,171)	(97,597)
Balance of cash and cash equivalents at beginning of year	6(1)	891,333	988,930
Balance of cash and cash equivalents at end of year	6(1)	$ 838,162	$ 891,333

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

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

Attachment 5

Independent Auditors' Report

The Board of Directors and Shareholders of 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, 2025 and 2024, 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, 2025 and 2024, 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, 2025. 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, 2025 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:

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.

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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2025 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors' report are Ya-Shu-Chien Pai and Jerry Chiang.

PricewaterhouseCoopers, Taiwan

February 12, 2026

Notice to Readers

Mosel Vitelic Inc.
Parent Company Only Balance Sheets
December 31, 2024 and 2023
(In Thousands of New Taiwan Dollars)

	Assets	Notes	December 31, 2025		December 31, 2024 (restatement)
			Amount	%	Amount	%
Current assets
1100	Cash and cash equivalents	6(1)	$ 757,108	24	$ 804,503	24
1136	Financial assets at amortized cost - current	6(3)	-	-	341,000	10
1170	Accounts receivable, net	6(4)	216,208	7	241,165	7
1180	Accounts receivable - related parties, net	6(4) and 7	88,712	3	109,046	4
1200	Other receivables		1,596	-	161	-
1210	Other receivables - related parties	7	156	-	152	-
1220	Current tax assets		3,820	-	6,131	-
130X	Inventories	6(5)	249,282	8	275,857	8
1410	Prepayments	6(6) and 9(2)	71,414	2	70,131	2
1470	Other current assets		-	-	1	-
11XX	Total current assets		1,388,296	44	1,848,147	55
Non-current assets
1517	Financial assets at fair value through other comprehensive income - non-current	6(2)	18,090	1	8,548	-
1535	Financial assets at amortized cost - non-current	6(3) and 8	17,907	1	17,907	1
1550	Investments accounted for using the equity method	6(7)	117,238	4	190,125	6
1600	Property, plant and equipment	6(8)	844,501	27	769,227	23
1755	Right-of-use assets	6(9)	263,914	8	287,076	9
1780	Intangible assets		4,273	-	988	-
1900	Other non-current assets	6(10)	472,829	15	217,609	6
15XX	Total non-current assets		1,738,752	56	1,491,480	45
1XXX	Total assets		$ 3,127,048	100	$ 3,339,627	100

(Continued on next page)

Mosel Vitelic Inc.
Parent Company Only Balance Sheets
December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)

	Liabilities and Equity	Notes	December 31, 2025		December 31, 2024 (restatement)
			Amount	%	Amount	%
Current liabilities
2130	Contract liabilities - current	6(21)	$ 13,865	-	$ 9,060	-
2150	Notes payable		7	-	7	-
2170	Accounts payable	6(11)	137,945	4	130,696	4
2170	Accounts payable - related parties	7	27,557	1	41,270	1
2200	Other payables	6(12)	233,050	8	239,729	7
2200	Other payables - related parties	7	2,910	-	-	-
2250	Provision - current		2,100	-	-	-
2280	Lease liabilities - current		8,845	-	9,556	-
2300	Other current liabilities	6(13)and7	83,821	3	156,041	5
21XX	Total current liabilities		510,100	16	586,359	17
Non-current liabilities
2580	Lease liabilities - non-current		276,280	9	296,577	9
2600	Other non-current liabilities	6(14) (15) and7	4,177	-	15,572	-
25XX	Total non-current liabilities		280,457	9	312,149	9
2XXX	Total liabilities		790,557	25	898,508	26
Equity
	Share capital	6(17)
3110	Common shares		1,575,247	50	1,573,917	48
	Capital surplus	6(18)
3200	Capital surplus		601,082	20	599,930	19
	Retained earnings	6(19)
3310	Appropriated as legal capital reserve		89,984	3	80,899	2
3320	Appropriated as special capital reserve		94,655	3	80,827	2
3350	Unappropriated earnings		66,225	2	213,339	6
	Other equity interest	6(20)
3400	Other equity interest		( 90,702)	( 3)	( 107,793)	( 3)
3XXX	Total equity		2,336,491	75	2,441,119	74
	Significant contingent liabilities and unrecognized contract commitments	9
	Significant subsequent events	11
			3,127,048	100	$ 3,339,627	100
3X2X	Total liabilities and equity		$ 13,865	-	$ 9,060	-

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

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

Mosel Vitelic Inc.
Parent Company Only Statement of Comprehensive Income
For the years ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

	Item	Notes	2025		2024 (restatement)
			Amount	%	Amount	%
4000	Operating revenue	6(21) and 7	$ 2,017,459	100	$ 1,869,915	100
5000	Operating costs	6(5) (26)
		(27)	( 1,722,009 )	( 85 )	( 1,484,556 )	( 79 )
5900	Gross profit		295,450	15	385,359	21
5910	Unrealized loss from sales	6(7)	1,913	-	90	-
5950	Gross Profit, net		297,363	15	385,449	21
	Operating expenses	6(26) (27) and 7
6100	Sales and marketing expenses		( 39,689 )	( 2 )	( 25,577 )	( 1 )
6200	General and administrative expenses		( 140,184 )	( 7 )	( 151,607 )	( 8 )
6300	Research and development expenses		( 192,895 )	( 10 )	( 162,494 )	( 9 )
6450	Expected credit losses	12(2)	( 30 )	-	126	-
6000	Total operating expenses		( 381,798 )	( 19 )	( 339,552 )	( 18 )
6900	Operating income		( 84,435 )	( 4 )	45,897	3
	Non-operating income and expenses
7100	Interest income	6(22)	10,701	1	25,111	1
7010	Other income	6(23)	29,392	1	1,644	-
7020	Other gains and losses	6(24)	( 30,749 )	( 2 )	15,653	1
7050	Financial costs	6(25)	( 7,478 )	-	7,873)	-
7070	Share of profit or loss of subsidiaries, associates and joint ventures accounted for using equity method	6(7)
			5,586	-	10,417	-
7000	Total non-operating income and expenses		7,452	-	44,952	2
7900	Net income (loss) before tax		( 76,983 )	( 4 )	90,849	5
950	Income tax expenses	6(28)	-	-	-	-
8200	Net income (loss)		($ 76,983 )	( 4 )	$ 90,849	5
	Other comprehensive income (loss) Items that will not be reclassified subsequently to profit or loss
8316	Unrealized gains or losses on investments in equity instruments measured at fair value through other comprehensive income	6(2)(20)
			$ 9,542	1	($ 8,363)	( 1 )
8300	Other comprehensive (loss) income, net		$ 9,542	1	($ 8,363)	( 1 )
8500	Total comprehensive income (loss)		($ 67,441 )	( 3 )	$ 82,486	4
	Earnings per share (NTD)	6(29)
9750	Basic earnings (loss) per share		($	0.49)	$	0.58
9850	Diluted earnings (loss) per share		($	0.49)	$	0.58

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

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

Mosel Vitelic Inc.
Parent Company Only Statement of Changes in Equity
For the years ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)

	Notes	Common shares	Capital surplus	Legal reserve	Special reserve	Retained earnings (accumulated deficits)	Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income	Unearned compensation of employees	Total equity
2024
Balance, January 1, 2024 (restatement)		$ 1,571,567	$ 594,701	$ 80,	$ 80	$ 122,	( $ 86,292 )	( $ 23,452 )	$ 2,340,740
Net income		-	-	-	-	90,849	-	-	90,849
Other comprehensive income (loss)	6(20)	-	-	-	-	-	( 8,363 )	-	( 8,363 )
Total comprehensive income (loss)		-	-	-	-	90,849	( 8,363 )	-	82,486
Issuance of new restricted employee shares	6(16)(17)(18)(20)	2,950	6,564	-	-	-	-	( 6,564 )	2,950
Retirement of new restricted employee shares	6(16)(17)(18)(20)	( 600)	( 1,335)	-	-	-	-	1,335	( 600)
Share-based compensation costs	6(16)(20)	-	-	-	-	-	-	15,543	15,543
Balance, December 31, 2024 (restatement)		$ 1,573,917	$ 599,930	$ 80,	$ 80	$ 213,	( $ 94,655 )	( $ 13,138 )	$ 2,441,119
2025
Balance, January 1, 2025		$ 1,573,917	$ 599,930	$ 80,	$ 80	$ 213,	( $ 94,655 )	( $ 13,138 )	$ 2,441,119
Net (loss)		-	-	-	-	( 76,983 )	-	-	( 76,983 )
Other comprehensive income (loss)	6(20)	-	-	-	-	-	9,542	-	9,542
Total comprehensive income (loss)		-	-	-	-	( 76,983 )	9,542	-	( 67,441 )
Appropriation and distribution retained earnings	6(19)
Legal reserve		-	-	9,085	-	( 9,085 )	-	-	-
Special reserve		-	-	-	13,828	( 13,828 )	-	-	-
Cash dividends		-	-	-	-	( 47,218 )	-	-	( 47,218 )
Issuance of new restricted employee shares	6(16)(17)(18)(20)	2,050	2,562	-	-	-	-	( 2,562 )	2,050
Retirement of new restricted employee shares	6(16)(17)(18)(20)	( 720)	( 1,410 )	-	-	-	-	1,410	( 720)
Share-based compensation costs	6(16)(20)	-	-	-	-	-	-	8,701	8,701
Balance, December 31, 2025		$ 1,575,247	$ 601,082	$ 89,	$ 94	$ 66	( $ 85,113 )	( $ 5,589 )	$ 2,336,491

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

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

Mosel Vitelic Inc.
Parent Company Only Statement of Cash Flows
For the years Ended December 31, 2025 and 2024
(In Thousands of New Taiwan Dollars)

	Notes	2025	2024 (restatement)
Cash flows from operating activities
Net income (loss) before tax		($ 76,983)	$ 90,849
Adjustments
Adjustments to reconcile profit (loss)
Depreciation expense	6(8)(9)(26)	114,751	91,770
Amortization expense	6(26)	5,528	316
Expected credit (gains) losses	12(2)	30	( 126 )
Interest expense	6(25)	7,478	7,873
Interest income	6(22)	( 10,701 )	( 25,111 )
Dividend income	6(23)	-	( 7 )
Share-based compensation costs	6(16)(20)(27)	8,701	15,543
Shares of (profit) loss of subsidiaries, associates and joint ventures accounted for under equity method	6(7)	( 5,586 )	( 10,417 )
Gain on disposal or retirement of property, plant and equipment	6(24)	468	( 5,730 )
Unrealized profit from sales	6(7)	( 1,913 )	( 90 )
Changes in operating assets/liabilities
Net changes in operating assets
Accounts receivable		24,915	( 116,766 )
Accounts receivable - related parties		20,346	( 16,326 )
Other receivables		( 1,542 )	2,695
Other receivables - related parties		( 4 )	35
Inventories		26,575	( 14,736 )
Prepayments		( 1,283 )	( 43,523 )
Other current assets		1	( 1 )
Other non-current assets		( 4,297 )	-
Net changes in operating liabilities
Contract liabilities		4,805	( 5,437 )
Accounts payable		7,249	22,501
Accounts payable - related parties		( 13,713 )	20,509
Other payables		( 9,141 )	18,705
Other payables - related parties		2,910	( 1,327 )
Provision - current		2,100	-
Other current liabilities		512	2,333
Net defined benefit liabilities		( 11,393 )	( 2,006 )
Cash inflow (outflow) generated from operations		89,813	31,526
Interest received		10,808	30,290
Dividends received		-	7
Income tax (paid)		2,311	( 1,070 )
Net cash inflow (outflow) from operating activities		102,932	60,753
Cash flows from Investing activities
Acquisition of financial assets at amortized cost		$ -	($ 300,000 )
Disposal of financial assets at amortized cost		341,000	500,000
Cash refund from capital reduction of investments on investees under equity method	6(7)	80,386	73,858
Acquisition of property, plant and equipment	6(30)	( 424,834 )	( 200,089 )
Proceeds from disposal of property, plant and equipment		-	6,280
Acquisition of intangible assets	6(30)	( 13,241 )	( 398 )
Decrease in refundable deposits		1,670	1,666
Net cash inflow (outflow) from investing activities		( 15,019 )	81,317
Cash flows from financing activities
Proceeds from short-term borrowings		110,000	-
Decrease in short-term borrowings		( 110,000 )	-
Decrease in guaranteed deposits	6(31)	( 72,734 )	( 218,790 )
Repaid principal of lease liabilities	6(31)	( 9,208 )	( 9,319 )
Interest paid	6(9)(31)	( 7,478 )	( 7,873 )
Issuance of new restricted employee shares	6(17)	2,050	2,950
Retirement of new restricted employee shares	6(17)	( 720 )	( 600 )
Dividends paid		( 47,218 )	-
Net cash (outflow) from financing activities		( 135,308 )	( 233,632 )
Decrease in cash and cash equivalents		( 47,395 )	( 91,562 )
Balance of cash and cash equivalents at beginning of year	6(1)	804,503	896,065
Balance of cash and cash equivalents at end of year	6(1)	$ 757,108	$ 804,503

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

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

Attachment 6

Mosel Vitelic Inc.
2025 Deficit Compensation Table

Unit: NT$

Item	Amount
Previous Year’s Unappropriated Earnings	143,207,765
2025 net income loss	(76,982,463)
Earnings Available for Distribution	66,225,302
Earnings in 2025 Available for Distribution	66,225,302
End of Term Unappropriated Earnings	66,225,302

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

Attachment 7

Mosel Vitelic Inc.

Comparison Table for Amendments of "Articles of Incorporation"

Provision After Amendment	Original Clause	Reason of Amendment
Article 8
The shareholders’ meeting are classified into two types of the ordinary shareholders’ meeting and extraordinary shareholders’ meeting. The ordinary shareholders' meeting shall be convened at least once annually, which shall be convened within six months after the end of each fiscal year by the board of directors. However, when there is proper reason for meeting convention and reported to the competent authority for approval, such restriction shall not be applied. Extraordinary shareholders’ meeting shall be convened whenever necessary according to the laws.
During the convention of the shareholders’ meeting, video conference or other methods announced by the central competent authority may be adopted.
Where a shareholder for any reasons cannot attend a shareholders’ meeting in person, the shareholder may appoint a proxy to attend the shareholders' meeting on their behalf by signing or sealing a power of attorney stating therein the scope of power authorized to the proxy in the format printed by the Company.	Article 8
The shareholders’ meeting are classified into two types of the ordinary shareholders’ meeting and extraordinary shareholders’ meeting. The ordinary Shareholders' meeting shall be convened at least once annually, which shall be convened within six months after the end of each fiscal year by the board of directors. However, when there is proper reason for meeting convention and reported to the competent authority for approval, such restriction shall not be applied. Extraordinary shareholders’ meeting shall be convened whenever necessary according to the laws. Where a shareholder for any reasons cannot attend a shareholders’ meeting in person, the shareholder may appoint a proxy to attend the shareholders' meeting on their behalf by signing or sealing a power of attorney stating therein the scope of power authorized to the proxy in the format printed by the Company.	In coordination with the revision of laws
Article 11
Resolutions of the shareholders' meeting, unless otherwise provided by relevant laws and regulations, shall be adopted by a majority vote of the shareholders present who represent more than half of the total number of issued shares, either in person or by proxy. In accordance with the regulations of the competent authority, the Company's shareholders may also exercise their voting rights by electronic means. Shareholders who exercise their voting rights by electronic means shall be deemed to have attended	Article 11
The shareholders’ meeting are classified into two types of the ordinary shareholders’ meeting and extraordinary shareholders’ meeting. The ordinary shareholders' meeting shall be convened at least once annually, which shall be convened within six months after the end of each fiscal year by the board of directors. However, when there is proper reason for meeting convention and reported to the competent authority for approval, such restriction shall not be applied. Extraordinary shareholders’ meeting shall be convened whenever necessary according to the laws.	Accidentally deleted and added back

Provision After Amendment	Original Clause	Reason of Amendment
in person, and the relevant matters shall be handled in accordance with the laws and regulations.	During the convention of the shareholders' meeting, video conference or other methods announced by the central competent authority may be adopted. Where a shareholder for any reasons cannot attend a shareholders' meeting in person, the shareholder may appoint a proxy to attend the shareholders' meeting on their behalf by signing or sealing a power of attorney stating therein the scope of power authorized to the proxy in the format printed by 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 37th amendment was made on May 25, 2023.
The 38th amendment was made on May 22, 2025.
The 39th amendment was made on May 20, 2026.
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 37th amendment was made on May 25, 2023.
The 38th amendment was made on May 22, 2025.
These Articles of Incorporation were implemented after the resolution of the shareholders' meeting.	Newly added the date of current amendment

Attachment 8

Financing Methods, Content, and Handling Principles of the Capital Increase Proposal

Domestic Cash Capital Increase by public offering of Common Shares: It is proposed that the shareholders' meeting authorize the Board of Directors to decide on the method of issuing common shares through book-building or public subscription, in accordance with Article 28-1 of the Securities and Exchange Act.
If conducted through book-building method: In accordance with Article 267 of the Company Act, 10% to 15% of the total number of new shares issued will be reserved for subscription by employees of the company and its controlling or subsidiary companies, who meet certain criteria. The remaining 85% to 90% will be allocated for public underwriting through price inquiry and subscription, as per Article 28-1 of the Securities and Exchange Act. If the employees' subscription is insufficient, the Chairman is authorized to negotiate with specific persons to subscribe at the issue price. The issue price will be determined according to the "Rules for the Self-Regulation of Underwriting and Re-selling of Securities by Members of the Securities and Futures Association of the Republic of China" (hereinafter referred to as the "Self-Regulation Rules"). When submitting the case to the Financial Supervisory Commission (FSC), the inquiry and subscription agreement and the underwriting agreement to the Securities and Futures Association, the price cannot be lower than 90% of the simple arithmetic average of the closing prices of the common shares of the issuing company on the Taiwan Stock Exchange for either the previous one, three, or five business days, after adjustment for any distribution of stock dividends, cash dividends or capital reduction. The actual issue price will be jointly determined by the Board of Directors and the lead underwriter after the price inquiry period is completed, based on the results of the inquiry and market conditions.
If conducted through public subscription: In accordance with Article 267 of the Company Act, 10% to 15% of the total number of new shares issued will be reserved for subscription by employees of the company and its controlling or subsidiary companies, who meet certain criteria. According to Article 28-1 of the Securities and Exchange Act, 10% of the shares will be sold to the public through the underwriter(s), and the remaining 75% to 80% will be subscribed by original shareholders based on their shareholding ratio on the record date. Any fractional shares or subscriptions insufficient will be authorized by the Chairman to be negotiated with specific persons to subscribe at the issue price. The issue price will be determined in accordance with the Self-Regulation Rules. When submitting the case to the FSC and for the five business days prior to the ex-rights date, the issue price cannot be lower than 70% of the simple arithmetic average of the closing prices of the common shares for either the previous one, three, or five business days, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.
Cash Capital Increase by Private Placement of Common Shares: The private placement of common shares will be conducted in accordance with Article 43-6 of the Securities and Exchange Act and the "Matters to be Noted for the Private Placement of Securities by Public Companies."

Reasons for Conducting Private Placement:
Reasons for not adopting public offering: Considering the capital market conditions, the timeliness, feasibility, issuance costs, and the actual demand for inviting strategic investors, shares of private placement are restricted from transfer for three years, which will help ensure long-term partnerships with strategic investors. Moreover, by authorizing the Board of Directors to handle the private placement according to the company's operational needs, this will improve the company's fund raising flexibility.
Private placement amount: Not to exceed 50 million common shares.
Use of funds and expected benefits: The funds from this private placement will be used to meet the company's strategic alliance development, enhance working capital, repay bank loans, purchase machinery and equipment, make investments, or address other future development needs. Depending on the financial market conditions, the private placement will be conducted in one or multiple rounds (up to a maximum of two rounds). The expected benefits include enhancing the company's competitiveness, improving operational efficiency, and strengthening the financial structure, which will positively impact shareholder equity.
Pricing Basis and Reasonableness: The issue price for the common shares will be calculated based on the following two benchmarks (the higher of the two will be used), and 80% of that higher amount will be used as the reference price:
(1) The simple arithmetic average of the closing prices of the common shares for either the one, three, or five business days prior to the pricing date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction.
(2) The simple arithmetic average of the closing prices of the common shares for the 30 business days prior to the pricing date, after adjustment for any distribution of stock dividends, cash dividends or capital reduction. However, the actual pricing date and the final issue price will be determined based on market conditions and in accordance with the above-mentioned principles, with authorization from the shareholders' meeting to delegate the Board of Directors to set the price.
Method and Purpose of Selecting Specific Investors: There is currently no determined investor for the private placement. The selection of investors will be conducted in accordance with Article 43-6 of the Securities and Exchange Act. Investors will be strategic investors who can strengthen the company's operations in areas such as technology, business, or key components. The shareholders' meeting is requested to authorize the Board of Directors to handle the selection of specific investors.
Necessity and Expected Benefits of Strategic Investors: To meet the company's long-term development needs, strategic investors will bring in technologies, knowledge, brands, or distribution channels to help the company improve its technology, enhance product quality, reduce costs, stabilize the supply of key components, increase efficiency, and expand the market.

Rights and Obligations of the Private Placement Shares: The rights and obligations of the private placement common shares will generally be the same as those of the company's existing common shares. However, according to the Securities and Exchange Act, the private placement shares will be restricted from free transfer for three years. After the three-year period, the company intends to apply to the regulatory authority for public listing of these shares.
Issuance Details: The pricing (other than the private placement pricing percentage), actual pricing date, issuance conditions, issuance method, and other matters related to the private placement may change if there are changes in laws, opinions from authorities, or market conditions. The Board of Directors is authorized to handle such changes.

Attachment 9

Mosel Vitelic Inc.

List of Director Candidates

Title	Name	Primary Educational Background, Experience and Current Position
Director	I-Hsien Tang	※Educational Background:
Master in Electrical Engineering, University of Illinois, UrbanaChampaign, USA
※Experience:
Vice President of R&D Department, ProMOS Technologies Inc.
※Current Position:
Chairman and CEO of Mosel Vitelic Inc.,
Chairman and President of DenMOS Technology Inc.,
Director of Giant Haven Investments Ltd.
Director	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
Vice Chairman and Deputy CEO of Sino-American Silicon Products Inc.
※Current Position:
Vice Chairman of Sino-American Silicon Products Inc.,
Corporate Director Representative of GlobalWafers Co., Ltd.
Corporate Director Representative, Chairman and CEO of Actron Technology Corporation,
Corporate Director Representative of Anjet Corporation

| | | Corporate Director Representative of Excelliance MOS Corporation
Corporate Director Representative of Advanced Wireless Semiconductor Company
Corporate Director Representative of SAS Sunrise Inc.
Corporate Director Representative of Sino-American Investment Inc
Corporate Director Representative of REC Technology Corporation
Corporate Director Representative of Ding Wei Technology Co., Ltd.
Corporate Director Representative of Mosel Vitelic Inc.
Corporate Director Representative of Global Treasure Investment Co., Ltd.
Director of GlobiTech Incorporated
Director of GlobalWafers Japan Co., Chairman of Kunshan Sino Silicon Technology Co., Ltd.
Director of GlobalWafers Singapore Pte. Ltd.
Director of GlobalWafers America, LLC
Director of Yuan Hong (Shandong) Photoelectric Materials Co., Ltd
Corporate Supervisor Representative of GlobalWafers Capital Co., Ltd
Corporate Director and Chairman of MKC Capital Co., Ltd. |
| --- | --- | --- |
| Director | Actron Technology Corporation
Representative: Hsien-Chung Wu | ※Educational Background:
MBA, International Business Management, National Taiwan University
※Experience:
Assistant Vice President of Uniform Industrial |

| | | Corp.
※Current Position:
Director and President of Actron Technology Corporation
Corporate Director Representative and Chairman of Ding-Wei Technology Co., Ltd.
Director of Smooth Auto Parts (Qingdao) Co., Ltd.
Corporate Director Representative of Hong Wang Investment Co., Ltd.
Corporate Director Representative of Bigbest Solutions Co., Ltd.
Corporate Director Representative of Mosel Vitelic Inc.
Corporate Director Representative of Phoenix Pioneer technology Co., Ltd.
Corporate Director Representative of Excelliance MOS Corporation
Director of Anjet Corporation
President of ANJET Corporation |
| --- | --- | --- |
| Director | 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:
Corporate Director Representative and President of Mosel Vitelic Inc.,
Corporate Director Representative of DenMOS Technology Inc.
Vice President of Actron Technology
Director of Syu- Shin Investing Corp., |

| Director | Sino-American Silicon Products Inc.
Representative: Cheng-chien Chen | ※Educational Background:
MBA, National Taiwan University
※Experience:
Senior Partner, KPMG
Director and CEO of the Financial and Economic Research and Education
※Current Position:
President of Sino-American Silicon Products Inc.
Corporate Director Representative of Mosel Vitelic Inc.,
Corporate Director Representative of Advanced Wireless Semiconductor Company.
Corporate Director Representative and Vice Chairman of Taiwan Speciality Chemicals Corporation
Corporate Director Representative and Vice Chairman of Hung Jie Technology Corporation
Corporate Director Representative and Chairman of SAS Sunrise Inc
Corporate Director Representative and Chairman of Sustainable Energy Solution Co., Ltd.
Corporate Director Representative and Chairman of Anneal Energy Co., Ltd.,
Corporate Director Representative and Chairman of Relocate Energy Storage Co., Ltd,
Corporate Director Representative and Chairman of EcoSoar Energy Service Co., Ltd.
Corporate Director Representative and Chairman of Billion Electric Co., Ltd..
Corporate Director Representative and Chairman of Billion Watts Technologies Co., |
| --- | --- | --- |

| | | Ltd.
Corporate Director Representative and Chairman of AccuSolar Energy Co., Ltd.
Corporate Director Representative of Feng Kuang Green Materials Co., Ltd.
Corporate Director Representative of Tianrui Energy Co., Ltd.
Corporate Director Representative and Chairman of Hung Kuang Green Energy Co., Ltd.
Corporate Director Representative and Chairman of True Rise Energy Co., Ltd.
Corporate Director Representative and Chairman of Sunrise Intelligent Energy CO., LTD
Corporate Director Representative and Chairman of WaferChem Technology Corporation
Corporate Director Representative and Chairman of EcoFuture Crystal Co., Ltd
Corporate Director Representative of GreenBridge Renewables Asset Management Co., Ltd
Corporate Director Representative of GreenBridge Renewables Advisors Co., Ltd
President of Sustainable Sunrise Co., Ltd
Corporate Supervisor Representative of Taiwan Smart Electricity & Energy Co., Ltd
Corporate Director Representative of Sunrise PV Four Co., Ltd
Director of MEMC Electronic Materials S.p.A. |
| --- | --- | --- |
| Director | Hongyu Franklin Investment Co., Ltd.
Representative: Yu-Pai Tang | ※Educational Background:
Ph.D Mechanical Engineering, Purdue |

| | | University, Indiana BS, MS Mechanical & Aerospace Engineering, Illinois Institute of Technology Professional Engineer License in Mechanical Engineering, California
※Experience: Consultant of Mosel Vitelic Inc Founding Chairman of Hongyu Franklin Investment Co., Ltd. VP Business Development, Oplink Communications Inc., California (Later merged into Koch/Molex) Founding legal representative of Oplink Communications Co., Ltd, Zhuhai Manager, Marketing, E-Tek Dynamics Inc., California Manager, Operations, Sino Swearingen Aircraft Corp., San Antonio, Texas; Project Lead, R&D, Rocketdyne Div., Rockwell International, California; Technical Contract Monitor, TRW Inc., California.
※Current Position: Board director at Mosel Vitelic, Inc. |
| --- | --- | --- |
| Independent 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
Corporate Director Representative of Tatung Company
Deputy Director of the System-on-Chips Center,
,Industrial Technology Research Institute
※Current Position:
Independent Director of Mosel Vitelic Inc.
Consultant of International Department,Industrial Technology Research Institute
Independent Director of CMSC, Inc. |
| --- | --- | --- |
| Independent Director | Chung- Wen Lan | ※Educational Background:
PhD in Material Science, University of Wisconsin–Madison, USA
※Experience:
Chairperson/Honorary Chairperson, Taiwan Photovoltaic Industry Association Director, Solar PV Technology Center, ITRI
Consultant of Shihlien Fine Chemical Co., Ltd
Consultant of Sino-American Silicon Products Inc.
Consultant of GlobalWafers Co., Ltd
Consultant of Taiwan Speciality Chemicals Corporation
Consultant of AUO Corporation
Consultant of Solartech Energy Corp
Consultant of Sunshine PV Corp.
Consultant of Shin Chi Corporation.
※Current Position:
Distinguished Professor of Chemical Engineering Department,National Taiwan University, |

| | | Independent Director of Advanced Wireless Semiconductor Company
Chief Technology Officer of National Taiwan University Startup Bluestar Materials Co., Ltd.
Independent Director of Mosel Vitelic Inc. |
| --- | --- | --- |
| Independent Director | Shu-Ju Chan | ※Educational Background:
Department of Industrial Management, Chung Hua University
※Experience:
Associate Finance Officer of Crystalwise Technology Inc
※Current Position:
Independent Directors of Uniflex Technology INC |
| Independent Director | J.S. Leu | ※Educational Background:
Bachelor of Mechanical Engineering from Feng Chia University
※Experience:
Deputy Director, Packaging Manufacturing, Powerchip Technology Corp
※Current Position:
Director and President of Powertech Technology Co., Ltd.
Director of Longforce Technology (Suzhou) Ltd
Chairman of Powertech Semiconductor (Xi’an) Co., Ltd
Corporate Director Representative of Greatek Electronics Inc
Director of PTI Technology (Singapore) Pte. Ltd
Director of Powertech Technology (Singapore) Pte. Ltd. |

Attachment 10

Mosel Vitelic Inc.

Cancellation of Non-compete Restriction for Director

Title	Candidate	Adjunct positions at other companies
Director	I-Hsien Tang	Chairman and President of DenMOS Technology Inc.,
Director of Giant Haven Investments Ltd.
Director	Actron Technology Corporation
Representative: Tang-Liang Yao	Vice Chairman of Sino-American Silicon Products Inc.,
Corporate Director Representative of GlobalWafers Co., Ltd.
Corporate Director Representative, Chairman and CEO of Actron Technology Corporation,
Corporate Director Representative of Anjet Corporation
Corporate Director Representative of Excellence MOS Corporation
Corporate Director Representative of Advanced Wireless Semiconductor Company
Corporate Director Representative of SAS Sunrise Inc.
Corporate Director Representative of Sino-American Investment Inc
Corporate Director Representative of REC Technology Corporation
Corporate Director Representative of Ding Wei Technology Co., Ltd.
Corporate Director Representative of Global Treasure Investment Co., Ltd.
Director of GlobiTech Incorporated
Director of GlobalWafers Japan Co.,

| | | Chairman of Kunshan Sino Silicon Technology Co., Ltd.
Director of GlobalWafers Singapore Pte. Ltd.
Director of GlobalWafers America, LLC
Director of Yuan Hong (Shandong)
Photoelectric Materials Co., Ltd
Corporate Supervisor Representative of GlobalWafers Capital Co., Ltd
Corporate Director and Chairman of MKC Capital Co., Ltd. |
| --- | --- | --- |
| Director | Actron Technology Corporation
Representative: Hsien-Chung Wu | Director and President of Actron Technology Corporation
Corporate Director Representative and Chairman of Ding-Wei Technology Co., Ltd.
Director of Smooth Auto Parts (Qingdao) Co., Ltd.
Corporate Director Representative of Hong Wang Investment Co., Ltd.
Corporate Director Representative of Bigbest Solutions Co., Ltd.
Corporate Director Representative of Phoenix Pioneer technology Co., Ltd.
Corporate Director Representative of Excellence MOS Corporation
Director of Anjet Corporation
President of ANJET Corporation |
| Director | Actron Technology Corporation
Representative: Chien-Chih Lu | Corporate Director Representative of DenMOS Technology Inc.
Vice President of Actron Technology
Director of Syu- Shin Investing Corp., |
| Director | Sino-American Silicon Products Inc.
Representative: Cheng-chien Chen | President of Sino-American Silicon Products Inc.
Corporate Director Representative of |

| | Advanced Wireless Semiconductor Company.
Corporate Director Representative and Vice Chairman of Taiwan Speciality Chemicals Corporation
Corporate Director Representative and Vice Chairman of Hung Jie Technology Corporation
Corporate Director Representative and Chairman of SAS Sunrise Inc
Corporate Director Representative and Chairman of Sustainable Energy Solution Co., Ltd.
Corporate Director Representative and Chairman of Anneal Energy Co., Ltd.,
Corporate Director Representative and Chairman of Relocate Energy Storage Co., Ltd,
Corporate Director Representative and Chairman of EcoSoar Energy Service Co., Ltd.
Corporate Director Representative and Chairman of Billion Electric Co., Ltd..
Corporate Director Representative and Chairman of Billion Watts Technologies Co., Ltd.
Corporate Director Representative and Chairman of AccuSolar Energy Co., Ltd.
Corporate Director Representative of Feng Kuang Green Materials Co., Ltd.
Corporate Director Representative of Tianrui Energy Co., Ltd.
Corporate Director Representative and Chairman of Hung Kuang Green Energy Co., Ltd.
Corporate Director Representative and Chairman of True Rise Energy Co., Ltd. |
| --- | --- |

| | | Corporate Director Representative and Chairman of Sunrise Intelligent Energy CO., LTD
Corporate Director Representative and Chairman of WaferChem Technology Corporation
Corporate Director Representative and Chairman of EcoFuture Crystal Co., Ltd
Corporate Director Representative of GreenBridge Renewables Asset Management Co., Ltd
Corporate Director Representative of GreenBridge Renewables Advisors Co., Ltd
President of Sustainable Sunrise Co., Ltd
Corporate Supervisor Representative of Taiwan Smart Electricity & Energy Co., Ltd
Corporate Director Representative of Sunrise PV Four Co., Ltd
Director of MEMC Electronic Materials S.p.A. |
| --- | --- | --- |
| Independent Director | Ching-Hsiang Lin | Consultant of International Department, Industrial Technology Research Institute
Independent Director of CMSC, Inc. |
| Independent Director | Chung- Wen Lan | Distinguished Professor of Chemical Engineering Department, National Taiwan University,
Independent Director of Advanced Wireless Semiconductor Company
Chief Technology Officer of National Taiwan University Startup Bluestar Materials Co., Ltd. |
| Independent Director | Shu-Ju Chan | Independent Directors of Uniflex Technology INC |

| Independent Director | J.S. Leu | Director and President of Powertech Technology Co., Ltd.
Director of Longforce Technology (Suzhou) Ltd
Chairman of Powertech Semiconductor (Xi'an) Co., Ltd
Corporate Director Representative of Greatek Electronics Inc
Director of PTI Technology (Singapore) Pte. Ltd
Director of Powertech Technology (Singapore) Pte. Ltd. |
| --- | --- | --- |

Appendix 1

Mosel Vitelic Inc.

Articles of Incorporation

Chapter 1 General Rules

Article 1: The Company shall be incorporated under the Company Act of the Republic of China and its name shall be "Mosel Vitelic Inc.".

Article 2: The scope of business of the Company is as follows:

I301030 Electronic Information Supply Services
CC01080 Electronics Components Manufacturing
CC01090 Manufacture of Batteries and Accumulators
F401010 International Trade
E601010 Electric Appliance Construction
IG03010 Energy Technical Services
Research, design, development, testing, manufacturing and sales of the following products:
(1) Various types of large, ultra large integrated circuits and related components and system products.
(2) Solar cells and related systems and products.
(3) Radio-frequency identification (RFID) chips, labels and related systems and products.
Technology consultation services related to the aforementioned products.
Import and export trading business related to the business operation of the Company.

Article 2-1: When the Company is a shareholder of limited liability in other companies, the total amount of all investments shall not be subject to the restriction of 40% of its paid-in capital of the Company.

Article 2-2: The Company may provide guarantees to affiliates.

Article 3: The Company shall have its head office in the Hsinchu Science Park, R.O.C. (Taiwan) and when it is determined to be necessary, upon the resolution of the board of directors and approval of competent authority, branches or offices may be established domestically or overseas.

Article 4: (deleted)

Chapter 2 Shares

Article 5: The total capital of the Company shall be NT$ 40,000,000,000, divided into 4,000,000,000 shares, at a par value of NT$10 per share, and for the unissued shares, the broad of directors is authorized to perform share issuance at discrete times depending upon the actual needs.

The Company may issue employee stock option certificates, and 100,000,000 shares of the total number of shares described in the preceding paragraph are reserved as shares for the issuance of the employee stock option certificates.

Article 5-1: For the employee stock option certificates and issued by the Company, the share subscription price of each issuance resolved by the shareholders' meeting may not be restricted by relevant laws; however, it shall only be

executed based on the consents of attending shareholders representing more than two-thirds of the total voting rights in a shareholders' meeting attended by shareholders representing a majority of the total issued shares. In addition, declaration in discrete times may be made within one year after the date of resolution of the shareholders' meeting.

Article 5-2 : The shares repurchased by the Company according to the laws may be transferred to employees at a price lower than the average price of the shares actually repurchased; however, it shall be executed according to relevant laws and the consents of the shareholders' meeting.

Article 5-3 : The subjects for the transfer of treasury shares repurchased, receipt of the employee stock option certificates, issuance of new restricted employee shares and the subjects eligible for subscribing new shares issued of the Company according to the law may include employees of a holding or subordinate company satisfying certain criteria, and the board of directors is authorized to determine the criteria and distribution method through resolution.

Article 6 : For the registered shares issued by the Company, the preparation of shares shall be handled in according to relevant regulations of the Company Act, and the printing of share certificates may be exempted; however, they shall be registered with the Centralized Securities Depository Enterprises.

Article 7 : Any transfer registration of shares shall be prohibited within sixty days prior to an ordinary shareholders' meeting of each term, thirty days prior to an extraordinary shareholders' meeting, or five days prior to the record date for the distribution of dividends and bonuses or other interests by the Company, counted from the meeting convention date or the base date.

Chapter 3 Shareholders' Meeting

Article 8 : The shareholders' meeting are classified into two types of the ordinary shareholders' meeting and extraordinary shareholders' meeting. The ordinary Shareholders' meeting shall be convened at least once annually, which shall be convened within six months after the end of each fiscal year by the board of directors. However, when there is proper reason for meeting convention and reported to the competent authority for approval, such restriction shall not be applied. Extraordinary shareholders' meeting shall be convened whenever necessary according to the laws. Where a shareholder for any reasons cannot attend a shareholders' meeting in person, the shareholder may appoint a proxy to attend the shareholders' meeting on their behalf by signing or sealing a power of attorney stating therein the scope of power authorized to the proxy in the format printed by the Company.

Article 9 : For the convention of shareholders' meetings, all shareholders shall be informed thirty days before the convention of an ordinary shareholders' meeting, and fifteen days before the convention of an extraordinary shareholders' meeting. However, for shareholders holding less than one thousand shares of registered shares, public announcement method may be adopted. The reasons of convention shall be indicated in the notice.

Article 10 : Each shareholder of the Company shall have one voting right for each share held; however, there shall be no voting rights for the shares under the circumstances prescribed in the provision of Article 179 of the

Company Act.

Article 11: The shareholders' meeting are classified into two types of the ordinary shareholders' meeting and extraordinary shareholders' meeting. The ordinary shareholders' meeting shall be convened at least once annually, which shall be convened within six months after the end of each fiscal year by the board of directors. However, when there is proper reason for meeting convention and reported to the competent authority for approval, such restriction shall not be applied. Extraordinary shareholders' meeting shall be convened whenever necessary according to the laws.

During the convention of the shareholders' meeting, video conference or other methods announced by the central competent authority may be adopted.

Where a shareholder for any reasons cannot attend a shareholders' meeting in person, the shareholder may appoint a proxy to attend the shareholders' meeting on their behalf by signing or sealing a power of attorney stating therein the scope of power authorized to the proxy in the format printed by the Company.

Article 12: During the convention of a shareholders' meeting, the chairman of the board shall be the chair of the meeting. In case where the chairman of the board is absent due to reasons, the chairman of the board shall designate one director to act as his/her proxy. Where no designation is made, the directors shall elect a chair from among themselves.

Article 12-1: Matters related to the resolutions of a shareholders' meeting shall be recorded in meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and shall be distributed to each shareholder within twenty days after the meeting.

The distribution of the meeting minutes described in the preceding paragraph may be effected by means of a public announcement or electronic method.

Chapter 4 Directors, Board of Directors, and Functional Committees

Article 13: The Company shall have seven to eleven directors, and the number of directors shall be determined by the board of directors before the election of each term of the board of directors. The election of directors shall adopt the candidate nomination system, and shareholders shall elect directors from the director candidate roster. The term of office shall be three years, and directors are eligible for re-elections.

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.

Article 13-1: Any one of the following relationships shall not exist among more than half of the total number of the Company's directors:

Spouse.
Relative within the second degree of kinship.

Article 13-2: The Company establishes the audit committee according to Article 14-4 of the Securities and Exchange Act, and the audit committee shall be formed by all of the independent directors, and the audit committee is responsible for executing the authorities of supervisors according to the Company Act, Securities and Exchange Act and other laws and regulations.

Article 14: The Company shall have one chairman of the board, and it shall be elected by the directors among themselves.

The chairman of the board shall internally act as the chair of the shareholders' meetings and board of directors' meetings, and shall also represent the Company externally and execute authorities according to the laws. In case where the chairman of the board is on leave or cannot exercise his power and authority for any cause, the chairman of the board may appoint a director to act as a proxy thereof; where the chairman of the board fails to appoint a proxy, the directors shall elect one director from among themselves to act as the proxy thereof.

Article 15: Unless otherwise specified in the laws and regulations, board of directors' meetings shall be convened by the chairman of the board. Resolutions of a board of directors' meeting, unless otherwise specified in the laws, shall be adopted based on the attendance of a majority of directors and the consents of a majority of the attending directors. The board of directors' meetings of the Company shall be convened at least once quarterly.

The notice for the convention of board of directors' meeting of the Company may be made in writing, E-mail or facsimile method.

A director may appoint another director to attend a board of directors' meeting as a proxy thereof. However, a power of attorney stating the scope of authorization and reason shall be presented each time, and a director is limited to act as the aforementioned proxy of another director only.

Article 16: (deleted)

Article 17: The board of directors of the Company may establish various types of functional committees, and the matters concerning the number, term of office, powers, rules of procedure for meetings, and resources to be provided by the Company during exercise of their powers shall be further specified in the organization charter of each committee and shall be executed according to the to the resolution of the board of directors.

Article 18: For the remuneration of all Directors, the Board of Directors is authorized to make payments based on their 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: (deleted)

Article 18-2: (deleted)

Chapter 5 Managerial Officers

Article 19: The Company may have several managerial officers. Their appointment, discharge and remuneration shall be handled in accordance with relevant regulations of the 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.

Chapter 6 Accounting

Article 21 : The accounting fiscal year of the Company shall start from January 1, to December 31 of each year. At the end of each fiscal year, annual settlement shall be performed. The board of directors shall prepare the following statements and reports for submission to the audit committee for review, followed by reporting to the shareholders' meeting.

Business report.
Financial statements.
Proposal for distribution of earnings or covering of losses.

Article 21-1 : When the Company has a profit for a fiscal year, it shall appropriate no less than 5% of the profit as the remuneration of employees and no more than 3% of the profit as the remuneration of directors. Of the employee compensation amount mentioned above, at least 30% should be allocated for the compensation of frontline 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. 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.

Article 21-2 : The Company may perform earnings distribution or loss compensation at the end of semi-annual period according to the provision of Article 228-1 of the Company Act. However, during the distribution of surplus earnings, it is necessary to estimate and reserve amounts to pay taxes, to make up losses and to set aside legal reserve according to the laws; provided that when the legal reserve has reached the total capital, such restriction shall not be applied.

When the Company has surplus earnings after account closing of a fiscal year, amount shall be appropriated to pay tax and to compensate accumulated losses of previous years first, following which 10% of such earnings shall be set aside as the legal reserve; however, if the legal reserve has reached the total capital, such restriction shall not be applied. In addition, special reserve shall be appropriated and reversed according to the laws or regulations of the competent authority. Subsequently, if there is still remaining surplus earning, such remaining amount is then combined with the accumulated undistributed surplus earnings of the

previous years as the distributable earnings, and the board of directors shall prepare and submit a proposal for distribution of earnings to the shareholders' meeting for resolution, in order to execute the distribution accordingly.

The earnings distributed shall not be less than 30% of the net income after tax of the current year after the compensation of accumulated losses and after the deduction of legal reserve and special reserve required for appropriation, following which the distribution may be made in the form of cash dividends or share dividends. The Company is in the high-tech industry of high capital and technology intensity, and the capital demand is great. Accordingly, the Company's dividend policy primarily considers the future capital budget planning and future capital demand measurement of the Company, in order to determine the ratio of the cash dividends and share dividends, and the ratio of the cash dividends shall not be less than 10% of the total dividends.

A company shall not pay dividends or bonuses, if there is no surplus earnings. However, based on the consideration of the factors of finance, business, operation aspect, capital structure and various reserves, the Company may distribute all or a portion of the legal reserve.

Article 21-3 : The Company authorizes the board of directors that the distributable dividends and bonuses in whole or in part shall be distributed in cash according to the resolution of a board of directors' meeting attended by more than two-thirds of the directors and the consents of a majority of attending directors, which shall also be reported to the most recent shareholders' meeting.

Article 21-4 : When the Company is not operating at a loss, the board of directors is authorized that the statutory retained earnings (the portion exceeding 25% of the paid in capital) and the capital reserve complying with the regulations of the Company Act in whole or in part to be distributed in the form of cash according to the original shareholding percentage of shareholders based on the resolution of a board of directors' meeting attended by more than two-thirds of the directors and the consents of a majority of attending directors, which shall also be reported to the most recent shareholders' meeting.

Article 22 : Any matters not specified in these Articles of Incorporation shall be handled in accordance with the regulations of the Company Act.

Article 23 : These Article of Incorporation were established on September 22, 1986, and approved by the meeting of the promoter on December 12, 1986. The 1st amendment was made on April 20, 1989. The 2nd amendment was made on October 16, 1989. The 3rd amendment was made on March 20, 1990. The 4th amendment was made on June 29, 1990. The 5th amendment was made on June 27, 1991. The 6th amendment was made on October 28, 1991. The 7th amendment was made on June 29, 1992. The 8th amendment was made on May 7, 1993. The 9th amendment was made on May 16, 1994. The 10th amendment was made on April 17, 1995. The 11th amendment was made on August 1, 1995. The 12th amendment was made on March 28, 1996. The 13th amendment was made on May 24, 1997. The 14th amendment was made on May 19, 1998. The 15th amendment was made on June 29, 1999. The 16th amendment

was made on May 31, 2000. The 17th amendment was made on May 23, 2001. The 18th amendment was made on May 23, 2003. The 19th amendment was made on August 28, 2003. The 20th amendment was made on June 25, 2004. The 21st amendment was made on June 24, 2005. The 22nd amendment was made on June 19, 2006. The 23rd amendment was made on June 18, 2007. The 24th amendment was made on June 19, 2008. The 25th amendment was made on June 19, 2009. The 26th amendment was made on June 17, 2010. The 27th amendment was made on June 21, 2012. The 28th amendment was made on June 19, 2013. The 29th amendment was made on June 24, 2014. The 30th amendment was made on June 11, 2015. The 31st amendment was made on May 4, 2016. The 32nd amendment was made on June 14, 2017. The 33rd amendment was made on June 14, 2018. The 34th amendment was made on June 13, 2019. 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. The 38th amendment was made on May 22, 2025.

The Articles of Incorporation were implemented after the resolution of the shareholders' meeting.

Appendix 2

Mosel Vitelic Inc.

Rules of Procedure for Shareholders' Meetings

Amendment approved by the shareholders' meeting on May 4, 2016

The rules of procedures for the shareholders' meetings of the Company, unless otherwise provided by laws and regulations, shall be executed according to these Rules.
The Company shall specify in its shareholders' meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least thirty minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.

Shareholders or proxies authorized by shareholders (hereinafter referred to as "shareholders") shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification. In addition, the attendance cards shall be worn properly for attending the shareholders' meeting.

The attendance and voting at a shareholders' meeting shall be calculated based the number of shares. The number of shares in attendance shall be calculated according to the attendance book and sign-in cards handed in by the attending shareholders or their proxies. When electronic votes are adopted by the Company according to the regulations of the competent authority, the number of shares in attendance shall be calculated according to the shares indicated by the sign-in cards handed in by the attending shareholders or their proxies plus the number of shares whose voting rights are exercised electronically.
The venue for a shareholders' meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.
When a shareholders' meeting is convened by the board of directors, the chairman of the board shall be the chair of the meeting. When the chairman of the board is on leave or unable to exercise the powers for any reason, the chairman of the board shall appoint one director to act as chair. Where the chairman of the board fails to make such a designation, the directors shall elect a chair from among themselves.

When a director serves as the chair as referred to in the preceding paragraph, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as chair.

Where a shareholders' meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting.

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

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

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

The recorded materials of the preceding paragraph shall be retained for at least one year. However, if a shareholders' meeting files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

The chair shall call for the meeting to order when the total number of shares representing a majority of shareholders attending the meeting. If the statutory number of shares is not reached upon the meeting time, the chair may postpone the meeting twice (the first postponement is 20 minutes, and the second postponement is 10 minutes). If the number of shareholders present does not constitute the quorum, but those present represent one-third or more of the total number of issued shares, a tentative resolution may be passed by a majority of those present in accordance with Article 175 of the Company Act. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders' meeting pursuant to Article 174 of the Company Act.
If a shareholders' meeting is convened by the board of directors, the shareholders' meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the board of directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders' meeting. Unless relevant laws specify otherwise, after the chair declares the meeting adjourned, shareholders shall not further elect a chair to continue the meeting at the original site or at another place.

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

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

For inquiries on the report items specified in the agenda, shareholders shall only speak after all of the report items have been announced or reported completely by the chair or the person designated by the chair. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed five

minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

When a juristic person is appointed to attend a shareholders' meeting as a proxy, it shall designate only one person to represent it in the meeting. When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
When the chair at a Board meeting is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call a vote.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.

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

The election of directors or supervisors at a shareholders' meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected.

When a meeting is in progress, the chair may announce a break based on time considerations.
In case of an air raid alarm during the meeting, suspension of the meeting shall be announced, and all personnel shall evacuate from the meeting place. The meeting may be continued one hour after the alarm is cleared.
Except as otherwise provided in the Company Act and in the Company's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. In addition, on the same day after the conclusion of the shareholders' meeting, the results, based on the numbers of votes for and against and the number of abstentions, shall be entered into the Market Observation Post System (MOPS). Unless otherwise specified in relevant laws, each shareholder of the Company shall have one voting right for each share held.
When there is an amendment or alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When anyone among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
The chair may direct the proctors (or security personnel) to help maintain order at the

meeting place. When proctors (or security personnel) assist to maintain order at the meeting place, they shall wear an armband bearing the word "Proctor."

These Rules shall take effect after having been submitted to and approved by a shareholders' meeting.

Appendix 3

Mosel Vitelic Inc.

Procedures for Election of Directors

Article 1 : Except as otherwise provided by law and regulation or by the Company's Articles of Incorporation, elections of directors shall be conducted in accordance with these Procedures.

Article 2 : The cumulative voting method shall be used for election of the directors at the Company. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.

Article 3 : The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders' meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

Article 4 : The number of directors will be as specified in the Company's articles of incorporation, with voting rights separately calculated for independent and nonindependent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

Article 5 : Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.

Article 6 : If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the "Candidate column" of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity certificate number. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.

Article 7 : A ballot is invalid under any of the following circumstances:

The ballot provided by the board of directors is not used.
A blank ballot is placed in the ballot box.
The writing is unclear and indecipherable or has been altered.
The candidate whose name is entered in the ballot is a shareholder and his/her account name and shareholder account number does not conform with the shareholder registry, or the candidate whose name is entered in the ballot is not a shareholder and does not conform with the name and identity certificate number provided.
Other words or marks are entered in addition to the candidate's account name (name) or shareholder account number (or identity certificate number) and the number of voting rights allotted.
Where the name of the candidate entered on the ballot is identical to that of another

shareholder, but no shareholder account number or identification card number is provided on the ballot to identify such individual.

Article 8
: The voting rights shall be calculated on site immediately after the end of the poll, and the results of the list of persons elected as directors shall be announced by the chair on site. The ballots for the election referred to in the preceding paragraph shall be kept in proper custody for at least one year. However, if a shareholder files a lawsuit according to the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 9
: These Procedures shall take effect after the approval of the shareholders’ meeting. Subsequent amendments thereto shall be effected in the same manner. The establishment of these Procedures was approved by the shareholders’ meeting on June 14, 2017.

Appendix 4 Mosel Vitelic Inc.

Shareholdings of All Directors

Title	Name	Number of shares held	Shareholding percentage
Chairman	I-Hsien Tang	160,295	0.10%
Director	Actron Technology Corporation
Representative: Tang-Liang Yao u	46,925,459	29.79%
Director	Actron Technology Corporation
Representative: Hsien-Chung Wu
Director	Actron Technology Corporation
Representative: Chien-Chih Lu
Director	Liang-Kai Wang	120,618	0.08%
Director	Sino-American Silicon Products Inc.
Representative: Cheng-chien Chen	3,000	0.00%
Director	Hongyu Franklin Investment Co., Ltd.
Representative: Yu-Pai Tang	2,000,000	1.27%
Independent Director	Shao-Wen Hsieh	0	0.00%
Independent Director	Ching-Hsiang Lin	0	0.00%
Independent Director	Chen-Tu Liu	0	0.00%
Independent Director	Chung- Wen Lan	0	0.00%
Total number of shares held by all directors		49,209,372	31.24%

Note (1) Up to the date of March 22, 2026, the total number of shares issued by the Company was 157,524,744 shares.
(2) The statutory number of shares required to be held by all directors of the Company was 9,451,484 shares. Up to the date of March 22, 2026, the total number of shares held by all directors was 49,209,372 shares (the number of shares held by independent directors was excluded).
(3) The Company has established the Audit Committee; accordingly, the requirement on the statutory number of shares to be held by supervisors is not applicable.

AI assistant

MVI — AGM Information 2026

52016_rns_2026-04-17_9bbeb2aa-5418-4e6d-942d-6bfd3e12906c.pdf

台灣茂矽電子股份有限公司

MOSEL VITELIC INC.

2026 Annual General Shareholders' Meeting

Meeting Handbook

Table of Contents

Mosel Vitelic Inc.

Report Items

Ratification Items

Item1 (Proposed by the Board of Directors)

Item2 (Proposed by the Board of Directors)

Discussion items

Item 1 (Proposed by the Board of Directors)

Item 2 (Proposed by the Board of Directors)

Directors Election

Other Items

Item 1 (Proposed by the Board of Directors)

Attachment 1

Mosel Vitelic Inc. Business Report

Attachment 2

Audit Committee’s Review Report

Attachment 3

Attachment 4

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 Statement of Comprehensive Income

For the years ended December 31, 2025 and 2024

Attachment 5

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

Attachment 7

Mosel Vitelic Inc.

Comparison Table for Amendments of "Articles of Incorporation"

Attachment 8

Attachment 9

Mosel Vitelic Inc.

List of Director Candidates

Attachment 10

Mosel Vitelic Inc.

Cancellation of Non-compete Restriction for Director

Appendix 1

Mosel Vitelic Inc.

Articles of Incorporation

Chapter 1 General Rules

Chapter 2 Shares

Chapter 3 Shareholders' Meeting

Chapter 6 Accounting

Appendix 2

Mosel Vitelic Inc.

Rules of Procedure for Shareholders' Meetings

Appendix 3

Mosel Vitelic Inc.

Procedures for Election of Directors

Appendix 4

Mosel Vitelic Inc.

Shareholdings of All Directors

More from MVI

MVI AGM Information 2026