Stock Code: 8028

昇陽國際半導體股份有限公司

Phoenix Silicon International Corporation

2026 Annual General Shareholders' Meeting

Meeting Agenda

(Translation)

Date : 9:00 a.m., May 21, 2026

Venue : GIS HSP Convention Center- Edison /Hall

Meeting Procedure... 1
Meeting Agenda... 2 (1) Report Items... 3 (2) Acknowledged matters... 5 (3) Extemporary Motions... 5 (4) Adjournment... 5
Attachment (1) Business Report... 6 (2) Audit Committee’s Review Report... 10 (3) Directors’ Remuneration Report... 11 (4) Independent Auditors’ Report and 2025 Financial Statements... 14 (5) 2025 Earnings Distribution Proposal... 26
Appendix (1) Articles of Incorporation... 27 (2) Rules and Procedures of Shareholders’ Meeting... 34 (3) Shareholdings of All Directors... 46

Phoenix Silicon International Corporation

Procedure of 2026 Annual General Shareholders’ Meeting

Announced the commencement of the meeting
Chairman’s report
Report Items
Acknowledged matters
Extemporary Motions
Adjournment

Phoenix Silicon International Corporation 2026 Annual General Shareholders’ Meeting Agenda

Time: 9:00 a.m., May 21, 2026

Place: GIS HSP Convention Center- Edison /Hall ( 2F, No. 1. Industrial East Road 2, Hsinchu Science Park, Hsinchu )

Means of Meeting Convention: Physical shareholders meeting

Announced the commencement of the meeting
Chairman’s report
Report Items (1) 2025 Business Report (2) 2025 Audit Committee’s review Report (3) Report on 2025 employees' profit sharing and directors' compensation (4) Report on 2025 cash dividend distribution (5) Report on 2025 directors' remuneration
Acknowledged matters (1) Acknowledgment of the 2025 Business Report and Financial Statements (2) Acknowledgment of the 2025 Earnings Distribution
Extemporary Motions
Adjournment

Report Items

(Proposed by the Board of Directors)

2025 Business Report

Explanatory Notes :

The 2025 Business Report, please refer to pages 6 to 9 of this handbook (Attachment 1).

(Proposed by the Board of Directors)

2025 Audit Committee's review Report

Explanatory Notes :

The 2025 Audit Committee's review Report, please refer to page 10 of this handbook (Attachment 2).

(Proposed by the Board of Directors)

Report on 2025 employees' profit sharing and directors' compensation

Explanatory Notes :

(1) The Board of Directors approved 2025 employee's compensation is NT$ 159,313,027 and directors' remuneration is NT$21,241,736 on February 10, 2026. The employee's compensation and directors' remuneration are to be distributed in cash.

(2) The aforesaid remuneration has been expensed in 2025, and the amount of its accounting expenses is no different from the amount approved by the Board of Directors.

(Proposed by the Board of Directors)

Report on 2025 cash dividend distribution

Explanatory Notes :

(1) The dividend distribution and bonuses or statutory surplus reserve and capital reserve in the form of cash shall be approved by the Board and a report of such distribution shall be submitted to the shareholders' meeting, in accordance with Article 30 of Articles of Incorporation of the Company.

(2) The Company has resolved in the board meeting held on February 10, 2026, to distribute cash dividends in the amount of NT$490,792,641 at NT$2.8 per share.

(3) The cash dividends will be calculated to the nearest NT dollar. The remainder will be transferred into the account of the company's equity.

(4) The Chairman of the Board of Directors is hereby authorized to determine the ex-dividend date, release date, and other related matters of the cash distribution.

(5) The distribution of earnings and cash from capital surplus in this instance will occur prior to the ex-dividend date. If factors such as the company's repurchase of its own shares, the transfer of treasury shares to employees, or the conversion of convertible bonds into shares affect the number of outstanding shares, resulting in a need for adjustments to the shareholder distribution ratio, the Chairman is authorized to make such adjustments.

(Proposed by the Board of Directors)

Report on 2025 Directors' Remuneration

Explanatory Notes :

The Company's compensation to directors is based on the Articles of Incorporation, the policies related to the payment of directors' compensation, the content and amount of

individual compensation, and the relevance of the compensation to the results of performance evaluation. Please refer to pages 11 to 13 of this handbook (Attachment 3).

Acknowledged matters

(Proposed by the Board of Directors)

Acknowledgment of the 2025 Business Report and Financial Statements

Explanatory Notes :

(1) 2025 Financial Statements were audited by PwC Taiwan, Ms. Liu, Chien-Yu, and Mr. Li, Tien-Yi. The aforementioned forms and Business Reports were approved by the Board and the Audit Committee with review report.

(2) The Business Report and the Financial Statements, please refer to pages 6 to 9 and 14 to 25 of this handbook (Attachments 1 and 4).

Resolution:

(Proposed by the Board of Directors)

Acknowledgment of the 2025 Earnings Distribution

Explanatory Notes :

The 2025 Earning Distribution Statement have been approved by the Board and the Audit Committee with review report. Please refer to page 26 of this handbook (Attachment 5).

Resolution:

Extemporary Motions

Adjournment

(Attachment 1)

Phoenix Silicon International Corporation

Business Report

Operation Performance

The year 2025 marks a structural turning point for the semiconductor industry. As generative AI applications accelerate their diversification and rapid adoption across industries, demand for advanced manufacturing processes in high-performance computing (HPC) chips continues to rise. This trend has driven the semiconductor sector into a strong upcycle centered on advanced nodes and high-end manufacturing, officially emerging from the shadow of inventory corrections and entering a phase of rapid growth.

In 2025, the Company significantly increased its market share of reclaimed wafers for the 5nm and 3nm process nodes, while extending its footprint into the advanced packaging supply chain and taking a leading position in preparing for sub-2nm advanced process demand. Annual revenue reached NT$4.51 billion in 2025, representing a year-on-year growth rate of 26.97% and marking a record high for the fifth consecutive year. Benefiting from an optimized mix of high-end products, gross margin improved, driving operating profit to grow by 81.39% to NT$970 million. These results demonstrate the Company's outstanding transformation from a "capacity-driven" model to a "value-driven" growth strategy.

Financial Results unit: K NTD, %

Item	2024	2025	YOY%
Revenue	3,551,607	4,509,587	26.97
Gross profit	1,023,302	1,534,819	49.99
Operation profit	534,673	969,818	81.39
Net profit before tax	558,945	881,699	57.74
Net Profit for the year	491,902	756,578	53.81
EPS(NTD)	2.85	4.37	53.33
Return on Assets	5.81	7.43	27.88
Return on Equity	12.22	16.40	34.21

Technical Development

The Company concentrates its technology R&D resources on four core strategic areas: advanced process test wafers, 12-inch power IC wafer thinning, chip thermal management solutions, and Al-driven smart manufacturing.

1. Advanced Process Test Wafers

As process technology advances into the sub-2nm generation, the Company continues to develop new process technologies and enhance mass production capabilities. By meeting industry-leading standards in particle control, flatness, metal contamination management, and return yield, the

Company assists customers in improving process yields while reducing costs, achieving simultaneous advancement in both quality and production output.

2. 12-Inch Power IC Wafer Thinning

Driven by the rapid expansion of AI servers in recent years, power IC devices face significantly higher requirements for energy efficiency and thermal management. Device architectures are evolving from discrete 8-inch designs toward integrated 12-inch solutions in order to enhance switching performance and support higher power density. Leveraging its advanced 12-inch ultra-thin grinding processes, the Company effectively reduces on-resistance and improves thermal dissipation performance, meeting customers' urgent needs for high-efficiency power management devices.

3. Chip Thermal Management Solutions

To address the dual challenges of high thermal loads and wafer warpage arising from advanced packaging in AI servers and high-performance computing (HPC) chips, the Company is actively developing silicon carbide (SiC) carrier wafer solutions. The R&D focus lies in fully utilizing SiC's superior thermal conductivity and mechanical strength, enabling stable structural support and efficient heat dissipation within advanced packaging applications.

4. AI-Enabled Smart Manufacturing

The Company continues to upgrade its automation capabilities while systematically planning and implementing its AI strategy roadmap. Built upon a robust information security architecture, AI technologies are being introduced in phases with the primary objective of enhancing factory efficiency. Key applications include equipment diagnostics and predictive maintenance models, intelligent warehousing systems, and single-wafer-level traceability systems. Through precise, traceable data analytics and predictive capabilities, the Company improves process stability, operational predictability, and overall operating efficiency.

Sustainable Operations

In environmental sustainability, the Company is committed to building a low-carbon manufacturing ecosystem and actively advancing initiatives across three key pillars: climate and energy management, water resource management, and the circular economy. In 2025, total electricity savings reached 880,000 kWh, process water recycling rate achieved 57%, and waste reuse rate reached 96%. In addition, the Company received a B rating in the CDP Climate Change assessment, demonstrating its commitment to climate governance and environmental management. The Company has also established a 2050 carbon neutrality target, laying a solid foundation for the parallel advancement of business growth and environmental responsibility.

With respect to human capital, in 2025 the Company increased the employer contribution rate for employees who voluntarily contribute 6% to their labor pension accounts, raising the employer match from the statutory 6% to 8%, and increased the employee stock ownership trust contribution ratio to 50%. Through benefit programs that exceed regulatory requirements and by strengthening retirement security, the Company enhances employee engagement and retention, fostering a stable and secure workplace environment. At the same time, the Company continues to invest in local community initiatives, supporting education in underserved regions and caring for disadvantaged groups, transforming corporate responsibility into tangible and long-term social impact.

In terms of corporate governance, the Company is dedicated to continuous governance enhancement and information transparency, regarding sound governance as the cornerstone of sustainability. In 2025, the Company achieved notable results in external sustainability and governance evaluations, including once again being ranked among the Top 25 in the "CommonWealth Corporate Sustainability Awards – SME Category," advancing to an A rating in the Taiwan Sustainability Rating, and improving its standing in the Corporate Governance Evaluation to the top 6%–20% tier. These achievements reflect the Company's ESG efforts transitioning from compliance-driven practices toward a more institutionalized and deeply embedded approach.

The impact of the external competitive environment, the regulatory environment and the overall operating environment

In 2025, the semiconductor industry clearly established a K-shaped recovery pattern. While demand for consumer electronics experienced a gradual and moderate rebound, AI, high-performance computing (HPC), and advanced packaging—positioned at the upper end of the K-shaped curve—continued to demonstrate structural growth. Adhering to its high-end process strategy, the Company concentrates resources on 12-inch advanced processes with high technological barriers. This strategic focus enables the Company to precisely capture top-tier growth momentum while effectively avoiding price competition in mature markets, thereby building technological value and cost advantages that outperform industry averages.

In response to cost pressures arising from rising industrial electricity prices and the introduction of carbon fees, the Company has recognized these factors as unavoidable structural costs and proactively implemented countermeasures. Through the deployment of AI-enabled smart energy management systems, the Company has significantly optimized power usage efficiency. At the same time, by increasing the proportion of high value-added products, the impact of electricity price increases on gross margin has been effectively mitigated. These initiatives not only demonstrate strong cost-control capabilities but also contribute to the stability of overall profitability.

As the effects of the U.S. CHIP5 Act enter a phase of tangible realization, the trend toward global supply chain regionalization has effectively taken shape. As a key participant in the semiconductor supply chain, the Company maintains a high degree of operational flexibility, continuing to expand high-end production capacity in Taiwan to serve core global customers. In parallel, the Company preserves strategic flexibility in evaluating overseas manufacturing investments to respond to customers' localized production needs, ensuring a leading supply chain position amid evolving geopolitical dynamics.

Outlook

Looking ahead to 2026, as growth momentum in the AI industry continues to expand, the Company will strengthen its operational resilience by advancing the 4S operating strategy—Scale (technological scale), Sales (profit value), Smart (smart manufacturing), and Safety (operational security):

1. Scale – Technological Scale

In addition to continuously expanding 12-inch reclaimed wafer capacity, the Company will extend its technological scale toward more advanced nodes. This ensures that with the introduction of each new generation of technology, the Company maintains industry-leading capabilities supported by sufficient capacity scale.

Sales – Profit Value

Beyond ongoing optimization of the product mix, the Company is committed to creating shareholder returns that exceed industry averages through technological differentiation and high value-added solutions.

Smart – Smart Manufacturing

Alongside further upgrades to manufacturing automation, the Company will accelerate the deployment of AI-driven intelligent applications. Through improvements in equipment performance and process optimization, the Company aims to progressively achieve a doubling of revenue per employee.

Safety – Operational Security

In addition to rigorously implementing environmental, safety, and health (EHS) standards, the Company is building AI-based cybersecurity defense systems to strengthen the protection of trade secrets and customer data, thereby fostering a highly resilient and sustainable enterprise foundation.

In 2025, the Company initiated capacity expansion at the Chungkang Factory and began construction of a new plant. Total monthly capacity has now reached 850,000 wafers, with the benefits of capacity expansion at existing facilities gradually becoming evident. The new plant is scheduled to commence production by the end of 2027 to meet robust demand from advanced process technologies and AI applications.

Looking forward, Phoenix Silicon International Corporation will remain committed to its core principles of technological innovation and sustainable operations. Through long-term capacity deployment, scale advantages, and enhanced operational resilience, the Company will support steady growth and continue to create sustainable, long-term value for all stakeholders.

Chairman : Mike Liang President : Tony Tsai Accounting Officer : Megan Yang

(Attachment 2)

Phoenix Silicon International Corporation

Audit Committee’s Review Report

The Board of Directors has submitted the Company’s 2025 Business Report, Financial Statements, and Earnings Distribution Proposal. The financial statements have been audited by PricewaterhouseCoopers Taiwan (PwC), with CPAs Chien-Yu Liu and Tien-Yi Lee issuing an audit report. The Audit Committee has reviewed the aforementioned Business Report, Financial Statements, and Earnings Distribution Proposal and found no irregularities. This report is published in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act for your review.

Phoenix Silicon International Corporation

Chairman of the Audit Committee : Chin-Tang Huang

On the date of February 10, 2026

Directors' Remuneration

(Attachment 3)

Remuneration Paid to Directors (Independent Directors included) December 31, 2025, Unit: NTDS thousand; %

Title (Note1)	Name	Remuneration	Ratio of Total Remuneration (A+B+C+D) to Net Income (%)	Relevant Remuneration Received by Directors Who are Also Employees	Ratio of Total Compensation (A+B+C+D+E+F+G) to Net Income (%)	Compensation paid to the President and Vice President from an Invested Company Other Than the Company's Subsidiary
Base Compensation (A)	Severance Pay and Pensions (B)	Bonus to Directors (C) (Note 2)	Allowances (D) (Note 3)	Salary, Bonuses, and Allowances (E)	Severance Pay and Pensions (F)	Profit Sharing- Employee Bonus (G) (Note 2)
The company	From All Consolidated Entities	The company	From All Consolidated Entities	The company	From All Consolidated Entities	The company
Cash	Stock	Cash	Stock
Chairman	Mike Yang	2,521	2,521	0	0	6,069
Director	Wen-Cheng Cheng	0	0	0	0	3,034
Min Ho Shuen Investments Co., Ltd Representative : Yaw-Zen Chang	0	0	0	0	3,034	3,034
Ting Dong Liang Investment Co., Ltd Representative : Shin-Chin Huang	0	0	0	0	3,034	3,034
Gallant Precision Machining Co., Ltd. Representative : Frank Liang	0	0	0	0	3,035	3,035
Acter Group Corporation Limited Representative : Chun-Wei Liang	0	0	0	0	3,035	3,035
Independent Director	Guo-Chao Hong	862	862	0	0	0
Shih-Kung Lee	862	862	0	0	0	0
Giin-Tarng Huang	862	862	0	0	0	0
1. Policies, systems, standards and structures of Independent Director remuneration paid and describe the relevance to the amount of remuneration according to responsibilities, risks, time invested, etc.: The remuneration structures of Independent Director was based on the management methods formulated by the company with monthly fixed remuneration, not participating in the annual distribution of director's remuneration. The monthly fixed remuneration is regularly reviewed by the remuneration committee for industry standards, if there is a change proposal, it is submitted to the board of directors for resolution.2. Apart from above disclosure, compensation paid to directors who provide service in all companies in the consolidated financial statements (such as serving as a consultant for the parent company/all companies in the financial report/reinvested enterprises that are not employees, etc.) : NT$0

Note 1: Director's remuneration and employee's remuneration for 2025 were approved by the board of directors on February 10, 2026. Note 2: The operating expenses for business execution include expenses for transportation, vehicle maintenance, and various allowances.

Compensation Policy

(1) The regulations regarding the payment of directors' remuneration in the Company are as follows:

In accordance with Article 30-1 of the Company's Articles of Incorporation, when the Company has accumulated losses, they shall be compensated for first, and apart from this, director’s remuneration may be distributed at an amount not exceeding 2% of annual earnings. The distribution of directors’ remuneration shall be resolved by the Board of Directors with the attendance of at least two-thirds of the directors and the consent of the majority of the attending directors, and shall be reported to the shareholders’ meeting.

(2) The standards for the payment of director remuneration of the Company are governed by the “Regulations Governing the Payment and Distribution of Director Remuneration and Compensation.” The scope of director remuneration includes the following:

a. Remuneration

Except for the Chairman, who receives fixed remuneration in consideration of the responsibilities assumed, general directors shall not receive fixed remuneration. Independent directors, in performing their duties and concurrently serving as members of functional committees, receive fixed monthly remuneration. The aforementioned remuneration may be evaluated and recommended by the Compensation Committee and approved by resolution of the Board of Directors.

b. Transportation Allowance and Attendance Fees

Directors who personally attend meetings of the Company are entitled to transportation allowances corresponding to the meeting location and attendance fees for each meeting attended.

c. Compensation (Bonus)

Independent directors shall not receive additional compensation. Compensation for general directors is determined based on individual contributions and involvement in the Company’s operations (such as providing key operational advice), the scope of responsibility for financial planning, and service as Chairman, if applicable. Allocation is reviewed according to weighted criteria within the total amount approved by the Board of Directors. Such compensation is discussed and proposed by the Compensation Committee and resolved by the Board of Directors.

d. Severance Pay

For directors who concurrently hold employee status, severance pay shall be provided based on years of service as an employee. Eligibility conditions and calculation methods are determined in accordance with the Company’s employee retirement management regulations.

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(3) This Company handles the distribution of directors' remuneration in accordance with the "Articles of Incorporation" and the "Regulations on Directors' Remuneration and Distribution of Compensation". The Compensation Committee evaluates and reviews the salary situation regularly each year, taking into account individual performance achievement rates and contributions to the Company, as well as considering the overall operational performance, future industry risks, and timely review of the compensation system in light of actual operational conditions and relevant laws and regulations, to provide reasonable compensation in balance with the Company's sustainable operation and risk management.

(4) The actual amount of director remuneration paid by the Company for fiscal year 2025 increased compared to the prior year, primarily due to growth in operating revenue and an increase in profit before tax, reflecting improved operating performance. The director remuneration was reviewed and approved by the Compensation Committee on February 10, 2026 and subsequently submitted to the Board of Directors for resolution.

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(Attachment 4)

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

PWCR 25003528

To the Board of Directors and Shareholders of Phoenix Silicon International Corporation

Opinion

We have audited the accompanying balance sheets of Phoenix Silicon International Corporation and subsidiaries (the "Company") as at December 31, 2025 and 2024, and the related statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.

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

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, 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.

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Key audit matters

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

Key audit matters for the Company's 2025 financial statements are stated as follows:

Accuracy of revenue recognition

Description

Please refer to Note 4(28) for accounting policies on revenue recognition and Note 6(19) for details of operating revenue account.

The Company is primarily engaged in the professional processing of semiconductor wafer, such as reclaiming, thinning and other services. Service revenue was derived from the transfer of services over time and satisfied performance obligation. The Company measured the completion degree of performance obligation based on the invested cost which is for satisfying the performance obligation relative to the expected total cost for satisfying the performance obligation as the basic determination. Considering that the estimates of expected total cost were uncertain and will affect the accuracy of revenue recognition based on the completion degree of performance obligation of unfinished orders, thus, we consider the accuracy of revenue recognition as a key audit matter.

How our audit addressed the matter

Our audit procedures in relation to the above key audit matter included :

Obtained an understanding and assessed the accounting policy of revenue recognition and tested the effectiveness of related internal control's design and execution. Checked the related evidence and calculation of the completion degree measurement of performance obligation.

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Audit of capitalisation of property, plant and equipment

Description

Please refer to Note 4(13) for accounting policies on property, plant and equipment and Note 6(6) for details of property, plant and equipment.

The Company is primarily engaged in the professional processing of semiconductor wafer, such as reclaiming, thinning and other services. In order to continuously develop advanced technical capacity to satisfy customers' demand, the Company has to increase its capital expenditure. Considering the amount of capital expenditure of current year was material, thus, we consider the capitalisation of property, plant and equipment as a key audit matter.

How our audit addressed the matter

Our audit procedures in relation to the above key audit matter included :

Evaluated and tested the effectiveness of related internal control of the timing of additions and recognition of depreciation of property, plant and equipment. Sampled and verified related purchase orders, invoices and others to confirm that the transaction has been adequately approved and the accuracy of accounted amount is correct. Sampled the acceptance report to confirm that the assets have reached usable state and whether the timing of listing into general inventory and recognising depreciation were accurate.

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that

came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors' responsibilities for the audit of the financial statements

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

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

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

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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 Company's internal control.
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 Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of

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

Liu, Chien-Yu Li, Tien-Yi For and on behalf of PricewaterhouseCoopers, Taiwan February 10, 2026

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

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

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PHOENIX SILICON INTERNATIONAL CORPORATION BALANCE SHEETS DECEMBER 31, 2025 AND 2024 (Expressed 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)	$ 1,000,272	8	$ 1,287,357	13
1110 Current financial assets at fair value through profit or loss	6(2)	11,762	-	-	-
1140 Current contract assets	6(19)	919,910	8	429,376	5
1170 Accounts receivable, net	6(4)	493,100	4	481,619	5
1200 Other receivables		5,484	-	2,909	-
130X Inventories	6(5)	167,316	1	176,532	2
1410 Prepayments		55,918	1	34,881	-
1470 Other current assets		895	-	270	-
11XX Current Assets		2,654,657	22	2,412,944	25
Non-current assets
1535 Non-current financial assets at amortised cost	6(3) and 8	15,055	-	13,555	-
1600 Property, plant and equipment	6(6) and 9	8,677,663	71	6,517,118	68
1755 Right-of-use assets	6(7)	293,870	3	319,587	4
1780 Intangible assets		16,634	-	20,269	-
1840 Deferred income tax assets		44,946	-	32,681	-
1900 Other non-current assets	6(9)	466,109	4	243,106	3
15XX Non-current assets		9,514,277	78	7,146,316	75
1XXX Total assets		$ 12,168,934	100	$ 9,559,260	100

(Continued)

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PHOENIX SILICON INTERNATIONAL CORPORATION BALANCE SHEETS DECEMBER 31, 2025 AND 2024 (Expressed in thousands of New Taiwan dollars)

	Liabilities and Equity	Notes	December 31, 2025		December 31, 2024
			AMOUNT	%	AMOUNT	%
Current liabilities
2120	Financial liabilities at fair value	6(10)
	through profit or loss - current		$ 200	-	$ -	-
2170	Accounts payable		197,503	2	160,807	2
2200	Other payables	6(11)	877,292	7	629,597	6
2230	Current income tax liabilities		104,998	1	66,511	1
2280	Current lease liabilities		18,303	-	18,143	-
2320	Long-term liabilities, current portion	6(13) and 8	637,472	5	1,039,576	11
2399	Other current liabilities, others		460	-	139	-
21XX	Current Liabilities		1,836,228	15	1,914,773	20
Non-current liabilities
2530	Bonds payable	6(12)	1,498,430	13	-	-
2540	Long-term borrowings	6(13) and 8	3,400,938	28	3,175,410	33
2550	Provisions for liabilities - non-current	6(15)	25,126	-	23,227	-
2570	Deferred tax liabilities		5,570	-	4,662	-
2580	Non-current lease liabilities		274,485	2	300,857	3
2600	Other non-current liabilities	6(14)	20,289	-	23,725	1
25XX	Non-current liabilities		5,224,838	43	3,527,881	37
2XXX	Total Liabilities		7,061,066	58	5,442,654	57
Equity
	Share capital	6(16)
3110	Share capital - common stock		1,752,831	14	1,726,280	18
	Capital surplus	6(17)
3200	Capital surplus		1,969,058	17	1,380,185	14
	Retained earnings	6(18)
3310	Legal reserve		278,330	2	229,140	3
3350	Unappropriated retained earnings		1,107,649	9	781,001	8
3XXX	Total equity		5,107,868	42	4,116,606	43
	Significant Contingent Liabilities and Unrecognised Contract Commitments	9
3X2X	Total liabilities and equity		$ 12,168,934	100	$ 9,559,260	100

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

-21-

PHOENIX SILICON INTERNATIONAL CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except earning per share amount)

	Items	Notes	Year ended December 31
			2025		2024
			AMOUNT	%	AMOUNT	%
4000	Operating revenue	6(19)	$ 4,509,587	100	$ 3,551,607	100
5000	Operating costs	6(5)(24)(25)	( 2,974,768)	( 66)	( 2,528,305)	( 71)
5950	Gross profit from operations		1,534,819	34	1,023,302	29
	Operating expenses	6(24)(25)
6100	Selling expenses		( 67,929)	( 1)	( 40,965)	( 1)
6200	Administrative expenses		( 399,784)	( 9)	( 378,578)	( 11)
6300	Research and development expenses		( 97,288)	( 2)	( 69,086)	( 2)
6000	Total operating expenses		( 565,001)	( 12)	( 488,629)	( 14)
6900	Operating profit		969,818	22	534,673	15
	Non-operating income and expenses
7100	Interest income	6(20)	15,821	-	23,365	1
7010	Other income	6(21)	10,315	-	6,837	-
7020	Other gains and losses	6(22)	( 55,401)	( 1)	53,587	2
7050	Finance costs	6(23)	( 58,854)	( 1)	( 59,517)	( 2)
7000	Total non-operating income and expenses		( 88,119)	( 2)	24,272	1
7900	Profit before income tax		881,699	20	558,945	16
7950	Income tax expense	6(26)	( 125,121)	( 3)	( 67,043)	( 2)
8200	Profit for the period		$ 756,578	17	$ 491,902	14
	Other comprehensive income
	Components of other comprehensive income that will not be reclassified to profit or loss
8311	Loss on remeasurements of defined benefit plans	6(14)	($ 1,197)	-	$ -	-
8349	Income tax related to components of other comprehensive income that will not be reclassified to profit or loss		239	-	-	-
8300	Total other comprehensive loss for the period		($ 958)	-	$ -	-
8500	Total comprehensive income for the period		$ 755,620	17	$ 491,902	14
	Basic earnings per share	6(27)
9750	Total basic earnings per share		$	4.37	$	2.85
	Diluted earnings per share	6(27)
9850	Total diluted earnings per share		$	4.19	$	2.84

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

PHOENIX SILICON INTERNATIONAL CORPORATION

STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

	Notes	Share capital - common stock	Capital surplus	Retained Earnings		Total equity
				Legal reserve	Unappropriated retained earnings
Year 2024
Balance at January 1, 2024		$ 1,726,280	$ 1,449,236	$ 197,755	$ 562,163	$ 3,935,434
Profit for the year		-	-	-	491,902	491,902
Total comprehensive income		-	-	-	491,902	491,902
Distribution of 2023 earnings:	6(18)
Legal reserve		-	-	31,385	( 31,385 )	-
Cash dividends		-	-	-	( 241,679 )	( 241,679 )
Cash dividends from capital surplus	6(17)	-	( 69,051 )	-	-	( 69,051 )
Balance at December 31, 2024		$ 1,726,280	$ 1,380,185	$ 229,140	$ 781,001	$ 4,116,606
Year 2025
Balance at January 1, 2025		$ 1,726,280	$ 1,380,185	$ 229,140	$ 781,001	$ 4,116,606
Profit for the year		-	-	-	756,578	756,578
Other comprehensive loss for the year		-	-	-	( 958 )	( 958 )
Total comprehensive income		-	-	-	755,620	755,620
Distribution of 2024 earnings:	6(18)
Legal reserve		-	-	49,190	( 49,190 )	-
Cash dividends		-	-	-	( 379,782 )	( 379,782 )
Issuance of convertible bonds	6(12)(17)	-	276,864	-	-	276,864
Convertible bonds	6(12)(16)(17)	26,551	305,225	-	-	331,776
Reversal of expired unclaimed cash dividends	6(17)	-	6,730	-	-	6,730
Other changes in capital surplus	6(17)	-	54	-	-	54
Balance at December 31, 2025		$ 1,752,831	$ 1,969,058	$ 278,330	$ 1,107,649	$ 5,107,868

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

PHOENIX SILICON INTERNATIONAL CORPORATION STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2025 AND 2024 (Expressed in thousands of New Taiwan dollars)

	Notes	Year ended December 31
		2025	2024
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax		$ 881,699	$ 558,945
Adjustments
Adjustments to reconcile profit (loss)
Depreciation	6(24)	944,682	843,484
Amortization	6(24)	10,010	14,458
Net (gain) loss on financial assets at fair value through profit or loss		( 8,809 )	461
Interest expense	6(23)	58,854	59,517
Interest income	6(20)	( 15,821 )	( 23,365)
Gain on disposals of property, plant and equipment	6(22)	( 20 )	( 19,888)
Gain on disposals of non-current assets held for sale	6(10)(22)	-	( 20,872)
Impairment loss on non-financial assets	6(10)(22)	-	24,634
Changes in operating assets and liabilities
Changes in operating assets
Financial asset at fair value through profit or loss, mandatorily measured at fair value - current		2,609	2,256
Contract assets - current		( 490,534 )	68,306
Accounts receivable		( 11,481 )	( 102,256)
Other receivables		( 2,919 )	323
Inventories		9,216	35,056
Prepayments		( 21,037 )	( 15,622)
Other current assets		( 40 )	1,402
Other non-current assets		( 532 )	( 8)
Changes in operating liabilities
Financial liabilities held for trading		( 2,061 )	( 1,396)
Contract liabilities		-	( 79)
Accounts payable		36,696	21,282
Other payables		118,477	105,886
Other current liabilities		321	( 27)
Net defined benefit liability		( 5,499 )	( 850)
Long-term payables		1,078	( 60)
Cash inflow generated from operations		1,504,889	1,551,587
Interest received		16,165	23,138
Interest paid		( 21,930 )	( 56,121)
Income taxes paid		( 97,991 )	( 27,272)
Net cash flows from operating activities		1,401,133	1,491,332

(Continued)

-24-

PHOENIX SILICON INTERNATIONAL CORPORATION

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

	Year ended December 31
	Notes	2025	2024
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at amortized cost		($ 12,000)	$ -
Proceeds from disposal of financial assets at amortized cost		10,500	-
Acquisition of property, plant and equipment	6(28)	( 3,142,607 )	( 1,344,140 )
Proceeds from disposal of property, plant and equipment		82	20,128
Proceeds from disposal of non-current assets held for sale	6(10)	-	49,343
Acquisition of intangible assets	6(28)	( 6,375 )	( 2,639 )
Capitalisation of interest paid	6(6)	( 38,000 )	( 20,774 )
Increase in refundable deposits		( 585 )	( 1,187 )
Decrease in refundable deposits		2	1,435
Net cash flows used in investing activities		( 3,188,983 )	( 1,297,834 )
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of convertible bonds	6(29)	2,069,002	-
Increase in long-term borrowings	6(29)	2,479,154	837,553
Repayment of long-term borrowings	6(29)	( 2,656,587 )	( 966,133 )
Increase in guarantee deposits received	6(29)	129	79
Decrease in guarantee deposits received	6(29)	( 102 )	( 96 )
Repayment of principal portion of lease liabilities	6(29)	( 17,833 )	( 17,940 )
Cash dividends paid(including those paid from capital surplus)	6(17)(18)	( 379,782 )	( 310,730 )
Reversal of expired unclaimed cash dividends		6,730	-
Other financing activities		54	-
Net cash flows from (used in) financing activities		1,500,765	( 457,267 )
Net decrease in cash and cash equivalents		( 287,085 )	( 263,769 )
Cash and cash equivalents at beginning of year	6(1)	1,287,357	1,551,126
Cash and cash equivalents at end of year	6(1)	$ 1,000,272	$ 1,287,357

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

(Attachment 5)

Phoenix Silicon International Corporation Earnings Allocation Table Year 2025
	Unit: NT$
Accumulated un-appropriated earnings at the beginning of the period	352,029,273
The adjustments of cumulative actuarial gains and losses to Retained Earnings	(957,928)
Add: 2025 Net Profit	756,578,032
Minus: Appropriated as legal reserve	(75,562,010)
Earnings available for appropriation	1,032,087,367
Cash dividends to common shareholders (Per share cash dividend distribution NT$2.8)	(490,792,641)
Unappropriated retained earnings	541,294,726

Note: According to the Ministry of Finance letter No. 871941343, dated April 30, 1998, the principle of distributing the Company's earnings is to distribute the 2025 year's earnings first. If there is a shortfall, it will be distributed in the order of first-in, first-out, in the year in which the surplus is generated.

Chairperson : Mike Liang

President : Tony Tsai

Accounting Officer : Megan Yang

(Appendix 1)

Articles of Incorporation

Phoenix Silicon International Corporation

Section I - General Provisions

Article 1 The Corporation shall be incorporated, as a company limited by shares, under the Company Law of the Republic of China, and its name shall be 昇陽國際半導體股份有限公司 in the Chinese language, and Phoenix Silicon International Corporation in the English language.

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

CC01080 Electronic Parts and Components Manufacturing
J101030 Waste removal industry
F401010 International trade
C801990 Other Chemical Materials Manufacturing
C802990 Other Chemical Products Manufacturing

(1) Researching, developing, manufacturing and sale of the following products : Reclaim wafer, test wafer, product wafer.

(2) Concurrently engaged in import and export trade related to the above products.

Article 3 The company has a head office in the Hsinchu Science and Technology Park. When necessary, it can set up branches at home and abroad after a resolution of the board of directors.

Article 4 Public announcements of the Corporation shall be made in accordance with the Company Law and other relevant rules and regulations of the Republic of China.

Article 5 The Corporation may provide endorsement and guarantee and act as a guarantor.

Article 5-1 The company may invest in other businesses for business needs and the total amount of the Corporation's reinvestment shall not be subject to there striction of not more than forty percent of the Corporation's paid-up capital as provided in Article 13 of the Company Law.

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Section II - Capital Stock

Article 6 The total capital stock of the Corporation shall be in the amount of 4,000,000,000 New Taiwan Dollars, divided into 400,000,000 shares, at 10 New Taiwan Dollars each, and authorized board paid-up in installments. A total of 400,000,000 New Taiwan Dollars among the above total capital stock should be reserved for issuing employee stock options, 40,000,000 shares in total, at 10 New Taiwan Dollars each, and authorized board paid-up in installments.

Article 7 The company's stocks are all registered, signed or stamped by the directors representing the company, and issued after obtaining a visa according to law. The shares issued by the company may be exempted from printing stocks, but the registration of the securities centralized custodian institution should be consulted.

Article 8 All transfer of stocks, pledge of rights, loss, succession, gift, loss of seal, amendment of seal, change of address or similar stock transaction conducted by shareholders of the Corporation shall follow the “Guidelines for Stock Operations for Public Companies” unless specified otherwise by law and securities regulations.

Article 9 Registration for transfer of shares shall handle in accordance with Article 165 of the Company Law.

Section III – Shareholders meeting

Article 10 Shareholders’ meetings of the Corporation are of two types, namely: (1) regular meetings (2) special meetings Regular meetings shall be convened, by the Board of Directors, within six (6) months after the close of each fiscal year. Special meetings shall be convened in accordance with the relevant laws.

Article 11 The convening of a shareholders' meeting shall be handled in accordance with Article 172 of the Company Law. Notice of the shareholders' meeting can be made electronically with the consent of the counterpart.

Article 11-1 The Company's Shareholders' meetings can be held by means of visual communication network or other means as announced by the Ministry of Economic Affairs.

Article 12 Except as provided in the Company Law of the Republic of China, shareholders' meetings may be held if attended by shareholders in person or by proxy representing more than one half of the total issued and outstanding capital stock of the Corporation, and resolutions shall be adopted at the meeting with the concurrence of a majority of the votes held by shareholders present at the meeting. According to regulatory requirements, shareholders may also vote via an electronic voting system, and those who do shall be deemed as attending the shareholders' meeting in person; electronic voting shall be conducted in accordance with the relevant laws and regulations.

Article 13 Each share of stock shall be entitled to one vote, but shareholders who has no voting right and under restrictions consistent with the circumstances set forth in Company Act and related regulations should follow the rules.

Article 14 A shareholder who is unavailable to attend a shareholders' meeting may duly issue a power of attorney expressly bearing the scope of the authorized power to appoint a proxy to attend the meeting on behalf.

Article 15 The shareholders' meeting shall be convened by the board of directors. The chairman of the board shall be the chairman presiding at the meeting. If the chairman of the board is on leave or cannot perform his duties for some reason, pursuant to Article 208 of the Company Act, the shareholders' meeting shall be convened by others who have the right to convene a meeting and he or she shall be the chairman. If there is more than one person with the rights to convene a shareholders' meeting, they shall nominate a chairman from among themselves.

Article 16 The resolutions of the shareholders' meeting shall be recorded in the minutes, and such minutes shall be signed by or sealed with the chop of the chairman of the meeting. The proceedings are produced and distributed electronically. After the company's shares were publicly issued, the proceedings are distributed in a public announcement.

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Section IV - Directors and Audit Committee

Article 17 The Corporation shall have 5 to 11 Directors. Appointed by shareholders with capacity. Directors have a term of three years. The election of directors adopts the candidate nomination system, and the shareholders' meeting selects from the list of candidates, and re-election may be re-elected.

Among the number of directors in the preceding paragraph, there must be no less than three independent directors and no less than one-third of the number of directors. The method of nomination for director candidates shall be handled in accordance with Article 192 of the Company Law.

The company has established an "audit committee" in accordance with Article 14-4 of the Securities Exchange Act, which is composed of all independent directors and is responsible for implementing the supervisory powers of the Company Act, the Securities Exchange Act and other laws and regulations.

Article 18 The resolutions of the board of directors shall be attended by more than half of the directors, and the consent of more than half of the directors shall be implemented unless otherwise provided in the company law.

Article 19 The Directors shall elect from among themselves a Chairman of the Board of Directors and may elect a Vice Chairman of the Board of Directors, by a majority in a meeting attended by over two-thirds of the Directors. The Chairman shall not have a second or casting vote at any meeting of the Board of Directors. The Chairman of the Board of Directors shall have the authority to represent the Corporation.

Article 20 Convene a board of directors in accordance with Article 203 of the Company Law. The convening notice of the board of directors shall be handled in accordance with the provisions of Article 204 of the Company Law, must be called at any time in case of emergency. The convening notice of the board of directors can be made in writing or email.

Article 21 If the Chairperson takes leave or is unavailable to perform his/her duties, the proxy method shall be in accordance with the Article 208 of Company Act.

Article 22 Any director who is unable to attend a Board of Directors' meeting shall appoint another director as his proxy by a power of attorney listing the scope

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of empowerment. A director may serve as proxy for only one absent director. The directors' participation in the meeting by video is deemed to be attended in person.

Article 23 Directors shall exercise their functions and powers in accordance with resolutions adopted by the board of directors and the shareholders' meeting. The Company may buy the liability insurance for all directors to the extent of the compensation responsibility assumed in business execution.

Article 24 In the case that vacancies on the Board of Directors exceed, for any reason, one third of the total number of the Directors, then the Board of Directors shall convene a shareholders' meeting to elect new Directors to fill such vacancies in accordance with relevant laws, rules and regulations. Except for the election of new Directors across the board, the new Directors shall serve the remaining term of the predecessors.

Article 25 The Board of Directors is authorized to determine the salary for the Directors, taking into account the extent and value of the services provided for the management of the Corporation and the standards of the industry within the R.O.C. and overseas.

Article 26 The Board of Directors shall set up functional committees. The Committee members' qualifications, duties and related matters shall be in accordance with the related laws and regulations.

Section V - Management of the Corporation

Article 27 The Company shall have several managers whose appointment, discharge and remuneration shall be in accordance with the Company Act. The general manager shall be responsible for the overall business and operations of the company and submit a report to the board of directors in accordance with the company's policies.

Article 28 Subject to the provisions of the Company Law of the Republic of China and these Articles of Incorporation, all actions of the Corporation's employees shall be in conformance with, and in furtherance of, the directions of the Board of Directors.

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Section VI - Financial Reports

Article 29 December 31 of the same year. After the close of each fiscal year, the following reports shall be prepared by the Board of Directors, and submitted to the regular shareholders' meeting for acceptance:

(1) Business Report (2) Financial Statements (3) Proposal Concerning Appropriation of Earnings or Covering of Losses

Article 30 If there is a surplus in the annual final accounts, it should first make up for the losses, pay taxes, and deposit 10% as the statutory surplus reserve. However, the statutory surplus reserve is not included in the total capital. The Company shall provide or revolve special surplus reserves as needed. The balance plus the previously undistributed surplus is the distributable surplus. Depending on the Company's operating conditions, the Board of Directors shall make the shareholder's dividend and dividend distribution proposal and submit the proposal to the shareholders' meeting for resolution.

If the company distributes dividends and bonuses or statutory surplus reserve and capital reserve, if it is paid in cash, the board of directors is authorized to attend with more than two-thirds of the directors, and more than half of the directors present agree to do so, and report to the shareholders meeting. The provisions of the preceding paragraph shall be subject to the resolution of the shareholders meeting.

When forming its dividend policy, the Corporation considers various factors such as its plans relating to current and future development, the overall investment environment, its financial needs, competition in the domestic and foreign markets, as well as the interest of shareholders and the principles of stability and balance in the distribution of dividends. Each year it will set aside as shareholder dividends an amount of not less than 10% of the earnings available for distribution. Dividends to shareholders may be distributed in cash or shares, but in any event the amount of cash dividends may not be less than 50% of the total dividends.

Article 30-1 The Company shall allocate 10% to 15% of its annual profit as employee compensation. Of which no less than 25% of the total employee compensation shall be designated for general (non-executive) employees. The Company may also allocate no more than 2% of its annual profit as

32 -

directors' remuneration. However, if the Company has accumulated losses, such losses shall be offset prior to any distribution.

The employee compensation could either be distributed via share or cash, entitled employees include subsidiaries' employees who meet the conditions.

The current year's profit situation referred to in the first item refers to the current year's pre-tax benefits minus the distribution of employee's compensation and directors' remuneration.

The employee's compensation and the directors' remuneration, shall be resolved with a consent of a majority of the directors present at a meeting attended by more than two thirds of the total directors and reported to the shareholder's meeting by the Board.

Section VII - Supplementary Provisions

Article 31 The internal organization of the Corporation and the detailed procedures of business operation shall be determined by the Board of Directors.

Article 32 In regard to all matters not provided for in these Articles of Incorporation, the Company Law of the Republic of China shall govern.

Article 33 This articles of incorporation is established on February 20, 1997. The 1st amendment on December 2, 1997. The 2nd amendment on April 12, 2000. The 3rd amendment on May 30, 2001. The 4th amendment on June 19, 2002. The 5th amendment on June 27, 2006. The 6th amendment on June 26, 2007. The 7th amendment on June 30, 2008. The 8th amendment on June 24, 2009. The 9th amendment on June 27, 2012. The 10th amendment on June 26, 2013. The 11th amendment on June 26, 2014. The 12th amendment on May 26, 2015. The 13th amendment on June 29, 2016. The 14th amendment on May 25, 2017. The 15th amendment on Oct 26, 2021. The 16th amendment on May 27, 2022. The 17th amendment on May 28, 2024. The 18th amendment on May 26, 2025.

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(Appendix 2)

Phoenix Silicon International Corporation

Rules of Procedure for Shareholders Meetings

Article 1: Purpose

To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders' meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 2: Range

The rules of procedures for this Corporation's shareholders' meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 3: Convening shareholders' meetings and shareholders meeting notices

Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.
This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors or supervisors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review

34 -

by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.
A shareholder holding 1 percent or more of the total number of issued shares may submit to this Corporation a written proposal for discussion at a regular shareholders meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.
Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce that it will receive shareholder proposals, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.
Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting

35 -

agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal.

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

Article 4: Proxy to attend the meeting

For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting and shall deliver the proxy form to this Corporation before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.
After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

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

The venue for a shareholders meeting shall be the premises of this Corporation, 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. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

Article 6: Preparation of documents such as the attendance book

This Corporation shall specify in its shareholders meeting notices the time

36 -

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 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.
Shareholders and their proxies (collectively, "shareholders") shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.
This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.
This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

Article 7 : The chair and non-voting participants of a shareholders meeting

If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors

37 -

shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or 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.
It is advisable that shareholders' meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.
If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.
This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 8 : Documentation of a shareholders meeting by audio or video

This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 9 : Shareholders meeting

Attendance at shareholders' meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and

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sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

Article 10 : Discussion of proposals

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a

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new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.

Article 11 : Shareholder speech

Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Article 12 : Calculation of voting shares and recusal system

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

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With respect to resolutions of shareholders' meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13 : Vote

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When this Corporation holds a shareholders meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means (in accordance with the proviso of Article 177-1 of the Company Act regarding companies that shall adopt electronic voting: When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence). When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the

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submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before 2 days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.
After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.
When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be

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deemed rejected, and no further voting shall be required.

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

Article 14 : Election of directors and supervisors

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.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 15 : Meeting minutes and signed

Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the existence of this Corporation.

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Article 16 : Public disclosure

On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation (or GreTai Securities Market) regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17 : Maintaining order at the meeting place

Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18 : Recess and resumption of a shareholders meeting

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.

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A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.

Article 19: These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.

The procedure was approved on June 17, 1998. The 1st amendment was made on June 26, 2014. The 2nd amendment was made on May 26, 2015. The 3rd amendment on May 27, 2022.

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(Appendix 3)

Phoenix Silicon International Corporation

Shareholdings of All Directors

Total shares issued as of March 23, 2026: 179,396,083 common shares. The minimum numbers of shares required to be held by all directors is at least 10,763,764 shares.
The numbers of shares held by the directors individually as recorded as of the book closure date for that shareholders' meeting (2026/3/23) are shown as below table.

Title	Name	Current Shareholding (Shares)
Chairman	Mike Liang	600,000
Director	Wen-Cheng Cheng	2,828,277
Director	Min Ho Shuen Investments Co., Ltd	2,256,245
Director	Ting Dong Liang Investment Co., Ltd.	1,893,000
Director	Gallant Precision Machining Co., Ltd., Representative: Frank Liang	8,999,461
Director	Acter Group Corporation Limited Representative: Chun-Wei Liang	6,460,456
Independent Director	Guo-Chao Hong	0
Independent Director	Shih-Kung Lee	0
Independent Director	Giin-Tarng Huang	0
Total		23,037,439

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PSI — AGM Information 2026

52708_rns_2026-04-17_6b271ce8-e417-43ce-b6d2-93df2c996df6.pdf

昇陽國際半導體股份有限公司

Phoenix Silicon International Corporation

TABLE OF CONTENTS

Report Items

Acknowledged matters

Extemporary Motions

Adjournment

Phoenix Silicon International Corporation

Business Report

Operation Performance

Technical Development

1. Advanced Process Test Wafers

2. 12-Inch Power IC Wafer Thinning

3. Chip Thermal Management Solutions

4. AI-Enabled Smart Manufacturing

Sustainable Operations

The impact of the external competitive environment, the regulatory environment and the overall operating environment

Outlook

1. Scale – Technological Scale

Phoenix Silicon International Corporation

Audit Committee’s Review Report

Directors' Remuneration

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

Opinion

Basis for opinion

Key audit matters

Accuracy of revenue recognition

Description

How our audit addressed the matter

Audit of capitalisation of property, plant and equipment

Description

How our audit addressed the matter

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

Auditors' responsibilities for the audit of the financial statements

PHOENIX SILICON INTERNATIONAL CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2025 AND 2024

PHOENIX SILICON INTERNATIONAL CORPORATION

STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2025 AND 2024

PHOENIX SILICON INTERNATIONAL CORPORATION

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

Articles of Incorporation

Section II - Capital Stock

Section III – Shareholders meeting

Section IV - Directors and Audit Committee

Section V - Management of the Corporation

Section VI - Financial Reports

Section VII - Supplementary Provisions

Phoenix Silicon International Corporation

Rules of Procedure for Shareholders Meetings

Article 1: Purpose

Article 2: Range

Article 3: Convening shareholders' meetings and shareholders meeting notices

Article 4: Proxy to attend the meeting

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

Article 6: Preparation of documents such as the attendance book

Article 11 : Shareholder speech

Article 12 : Calculation of voting shares and recusal system

Article 14 : Election of directors and supervisors

Article 15 : Meeting minutes and signed

Phoenix Silicon International Corporation

Shareholdings of All Directors

More from PSI

PSI AGM Information 2026