Powerchip Semiconductor Manufacturing Corporation Handbook for the 2026 Annual Shareholders Meeting (Translation)

Date: April 10, 2026

Important Disclaimer

This English-version handbook is a summary translation of the Chinese version and is not an official document of the shareholders meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.

I. Meeting Procedure and Agenda		1
II. Attachments
Attachment 1 :	2025 Business Report	11
Attachment 2 :	2025 Audit Committee's Review Report	13
Attachment 3 :	2025 Directors' Remuneration	14
Attachment 4 :	Comparison Table for the "Corporate Governance Best Practice Principles"	15
Attachment 5 :	Comparison Table for the "Sustainable Development Best Practice Principles"	16
Attachment 6 :	The Independent Auditors' Report and 2025 Parent Company Only Financial Statements	18
Attachment 7 :	The Independent Auditors' Report and 2025 Consolidated Financial Statements	27
Attachment 8 :	2025 Earnings Distribution Table	36
Attachment 9 :	Change Proposal Report for the issuance of new common shares to sponsor the issuance of GDR through ordinary shares in 2022	37
Attachment 10 :	Original Undertaking Underwriter Assessment Opinions for the issuance of new common shares to sponsor the issuance of GDR through ordinary shares in 2022	40
Attachment 11 :	List of Candidates for the 10th Term Directors (Including Independent Directors)	46
Attachment 12 :	Non-Compete Status of Directors	49

III. Appendices

Appendix 1	: Procedures for Election of Directors	52
Appendix 2	: Current Shareholding of Directors	55
Appendix 3	: Rules of Procedure for Shareholders Meetings	56
Appendix 4	: Articles of Incorporation	66

Powerchip Semiconductor Manufacturing Corporation Meeting Procedure and Agenda for the 2026 Annual Shareholders Meeting

Meeting type	: Physical Shareholders Meeting
Time	: 09:00 a.m., April 10, 2026 (Friday)
Location	: No.773, Ming-Hu Rd. Hsinchu, Taiwan, ROC (Hsinchu Lakeshore Hotel
	B1)

I. Call the Meeting to Order

II.Chairman Address

III.Reported Matters

(1) To report Business Status of 2025
(2) Audit Committee's Review Report of 2025
(3) To report Earnings Distribution of 2025
(4) To report Distributable Compensation for Employees and Directors of 2025
(5) Amendment to the Company's "Corporate Governance Best Practice Principles"
(6) Amendment to the Company's "Sustainable Development Best Practice Principles"
(7) Other Reports

IV.Acknowledged Matters

(1) To accept Business Report and Financial Statements of 2025
(2) To accept Earnings Distribution of 2025
(3)To accept amendment to issue new common shares for cash to sponsor issuance of GDR in the 2022 Plan

V. Matters for Discussion

(1) Discussion of the issuance of new common shares for cash to sponsor the GDR offering

VI.Election Matters

(1) By-election Directors(including Independent Directors)

VII.Other Proposals

(1) Discussion to release of restriction on competitive of activities for Directors

VIII. Extemporary Motions

IX.Adjournment

Reported Matters

Proposal : To report Business Status of 2025.

Explanation : 1.The president will report the Company's business status for 2025.

2.The 2025 Business Report (Please refer to the attachment 1, Page 11~Page 12).

Item 2 Proposed by the Board of Directors

Proposal : Audit Committee's Review Report of 2025.

Explanation : Audit Committee's Review Report of 2025 (Please refer to the attachment 2, Page 13).

Item 3 Proposed by the Board of Directors

Proposal : To report Earnings Distribution of 2025.

Explanation : 1.According to Article 34 of the Articles of Incorporation of the Company, after becoming a public company, the distribution of dividends and bonuses or all or part of the legal reserve and capital surplus reserve, if cash is distributed, authorizes the Board of Directors to have more than two-third of the Directors are present, and after more than half of the presented Directors agree and report to the Shareholders Meeting.
2.Distribution of earnings for the first and second halves of 2025 were approved at the 17th meeting of the 9th term and the 23th meeting of the 9th term of the Board of Directors, respectively. Considering the business environment and future operating expenditures, the Company has decided to retain all earnings and not to distribute dividends.

Item 4 Proposed by the Board of Directors

Proposal : To report Distributable Compensation for Employees and Directors of 2025.

Explanation : 1.It is handled in accordance with Article 235-1 of the Company Act and Article 33 of the Articles of Incorporation of the Company.
2.The Company loss before tax in 2025, therefor not to distribute compensation for employees and directors.
3.The Directors' remuneration including the remuneration policy, the details and amount of the remuneration received by individual Directors. (Please refer to the attachment 3, Page 14).

Item 5 Proposed by the Board of Directors

Proposal : Amendment to the Company's "Corporate Governance Best Practice Principles"

Explanation : 1.It is proposed to make part amendent of the "Corporate Governance Best Practice Principles" of the Company was in accordance with Letter No. 1130348897 of the Financial Supervisory Commission issued on August 15, 2024.
2.The comparison table for the "Corporate Governance Best Practice Principles" (Please refer to the attachment 4, Page 15).

Item 1 Proposed by the Board of Directors

Item 6 Proposed by the Board of Directors

Proposal : Amendment to the Company's "Sustainable Development Best Practice Principles"
Explanation : 1.It is proposed to make part amendent of the "Sustainable Development Best Practice Principles" of the Company was in accordance with Letter No. 11400161181 of the Taiwan Stock Exchange issued on September 2, 2025.
2.The comparison table for the "Sustainable Development Best Practice Principles" (Please refer to the attachment 5, Page 16~Page 17).
Item 7 Other Reports.

Acknowledged Matters

Item 1 Proposed by the Board of Directors

Proposal : To accept Business Report and Financial Statements of 2025.

Explanation : 1.The Company's 2025 Financial Statements, including Balance Sheets, Statements of Comprehensive Income, Statements of Changes in Equity, and Statements of Cash Flows, have been approved at the 23th meeting of the 9th term of the Board of Directors and audited by the CPAs of Deloitte Taiwan, Mr. Ming-Yuan Chung and Ms. Mei-Chen Tsai. The Financial Statements mentioned above, along with the Business Report, have been reviewed by the Audit Committee and the review report was issued, accordingly.
2.2025 Business Report, Independent Auditors' Report and the Financial Statements mentioned above (Please refer to attachment 1, Page 11~Page 12 and attachments 6~7, Page 18~Page 35)

Resolution :

Item 2 Proposed by the Board of Directors

Proposal : To accept Earnings Distribution of 2025.

Explanation : 1.The Company's 2025 Earnings Distribution Table has been reviewed by the Audit Committee and approved by the 23th meeting of the 9th term of the Board of Directors.
2.The unappropriated earnings at the beginning of the year is NT\$15,495,333,888, after deducting the 2025 net loss of NT\$7,812,659,510 and the special reserve of NT\$720,842. After adding up remeasurement of the defined benefit plans of NT\$74,649,803, therefore the total amount of earnings available for distribution is NT\$7,756,603,339.
3.2025 Earnings Distribution Table (Please refer to the attachment 8, Page 36)

Resolution :

Item 3 Proposed by the Board of Directors

Proposal : To accept amendment to issue new common shares for cash to sponsor issuance of GDR in the 2022 Plan.
Explanation : 1.The Company issued new common shares to sponsor the issuance of GDR through ordinary shares, with a total capital increase of US\$409,494,000 in 2022. The purpose of the funds was to purchase machinery and facilities for Phase 1 of the Tongluo fab. This was aimed at expanding capacity, enhancing international competitiveness, and meeting client demand.
2.Given the impacts of fluctuations in the global semiconductor market, the fab construction plan has not gone as expected; there has been a shortfall in Phase 1 production capacity as compared to the originally-expected levels. In order to implement asset streamlining and enhance fund utilization efficiency, a resolution was made to sell its fabrication site and facilities in Tongluo to Micron Technology, Inc., on behalf of itself and its worldwide subsidiaries and affiliates. The related disposition contract was approved at the 22nd meeting of the 9th term of the Board of Directors. Funds raised by the original plan have been fully used up. To respond to this transformation in operations, the Company will make no new investments in machinery or facilities for the Tongluo fab, and plans to relocate personnel, equipment, and product lines originally located at Tongluo back to the current fabs, in a phased manner.
3.Change Proposal Report and Original Undertaking Underwriter Assessment Opinions for the issuance of new common shares to sponsor the issuance of GDR through ordinary shares in 2022 (Please refer to the attachment 9~10, Page 37~Page 45)
4.The change proposal has been approved at the 23rd meeting of the 9th term of the Board of Directors. The disposition of the Tongluo fab and termination of the fab construction plan will not only lower fixed asset depreciation burdens, but also accelerate the Company's memory process technologies and improve the Company's financial structure. This will indeed have positive benefits for shareholder interests.
5.The company has already obtained approval from the Central Bank on March 5, 2026, and will follow the change plan for future implementation.

Resolution :

Matters for Discussion

Item 1 Proposed by the Board of Directors

Proposal : Discussion of the issuance of new common shares for cash to sponsor the GDR offering.
Explanation : 1.The Company aims to enhance its operating funds, repay bank loans, or meet other financial needs for future development, in order to strengthen its international competitiveness. It will be proposed that the shareholders meeting to authorize the Board of Directors to issue up to 420 million new common shares to sponsor issuance of GDR, as it deems appropriate considering market conditions and the capital needs of the Company and to authorize the Board of Directors to issue new common in one or severval tranches prusuant.
2.For the cash injection, it is planned to reserve 10%~15% of the total new shares to be subscribed by employees in accordance with Article 267 of the Company Law and the regulation for employees stock subscription is intended to authorize to be approved by the Chairman. According to Article28-1 Paragraphs 2 and 3 of the Securities Exchange Act, the remaining 85% to 90% of the total new shares shall be allocated for public offering with the original shareholders waiving his/her pre-emptive subscription rights, serving as the original securities for the issuance of global depositary receipts. If the employee subscription is insufficient or waived, the Company proposes to authorize the chairman shall be contact specific parties for subscription base on issuing price, or dependary on the demands of the market, to list it as original securities for issuing GDR.
3 Subject to Article 9 of the "Taiwan Securities Association Regulation Governing the Offering and Issuance of Securities by Securities Issuers Managed by Underwriters", the issuing price of the new shares by cash capital increase for the sponsoring GDRs offering shall not be lower than the closing price of the Company's common shares on the Taiwan Stock Exchange, or 80% of the average closing price of the common shares of the Company in one, three, or five business days prior to the pricing date after adjustment for any distribution of stock (or capital reduction) and ex-dividend. However, if the relevant domestic laws and regulations change, the pricing must also be adjusted in accordance with the laws and regulations. In view of the short-term dramatic volatility of domestic share price from time to time, it is proposed that the Chairman of the Company be authorized to determine the actual issue price with its securities underwriter in accordance with the international capital markets, domestic market price and the overall book building situations, to improve the subscription motivation of international investors.
4.Within the limit of 420,000,000 common shares, the maximum amount of the issuance of the new common shares to sponsor the GDR offering to the original shareholder's equity dilution ratio is 9.94%. After the benefits of this new issuance realized, the competitiveness of the Company will be improved to benefit shareholders. Regarding, the issuance price of GDR shall be based on the fair trade market price of common shares in the domestic securities exchange market. The orginal shareholders may still be able to purchase common shares in domestic market at the price closing to the issuance price of GDR without taking the exchange risk and liquidity risk, while taking into account the original shareholders' equity; therefore, it should not cause a significant impact on the original shareholders' equity.
5.The proposed use of funds in this new issuance plan is to meet one or more purposes required by the Company's long-term development. The implementation of this plan is anticipated to enhance the Company's global

competitiveness, improve operational efficiency, and have a positive impact on shareholders' equity.

6.It is proposed to request the shareholders meeting to authorize the Board of Directors to adjust, formulate and handle the important contents of this new issuance plan (including the issuance price, the actual number of shares issued, the issuance conditions, the planned projects, the amount raised, the scheduled progress and the expected potential benefits, the contract for the collection of payment of shares and other related matters) as well as all other matters related to this cash injection based on market conditions, including the need to carry out correction due approval of the competent authority, or in response to changes in laws or the objective environment in the future.
7.After the approval of the offering by authories, the Chairman is authorized to handle or complete all the process or matters with regard to the issuance of new shares.
8.Rights and obligations about the issuance of new shares in this new issuance are the same with those of the issued shares.
9.To complete the issuance, the board, the Chairman or the Chairman's assignee is authorized, on behalf of the Company, to handle all metters relating to, and sign all agreements and sign all agreements and documents in connection with the issuance of the new common shares to sponsor the GDR offering.
10.For matters not covered above, the Chairman is authorized to handle them in accordance with the laws and regulations.

Resolution :

Election Matters

Item 1 Proposed by the Board of Directors

Proposal : By-election Directors(including Independent Directors)

Explanation : 1.The current (9th term) Directors (including Independent Directors) of the Company have a term of office from May 30, 2023 to May 29, 2026. In order to operate flexibility, it is proposed to conduct by election at 2026 Annual Shareholders Meeting. According to the regulations of the Company Act, all Directors (including Independent Directors) will be dismissed in advance on April 10, 2026, when the new directors are elected.
2.According to the Company's Articles of Incorporation, it is proposed to elect new five Directors and six Independent Directors, the Company's Director election adopts a candidate nomination system, who will take office from the date of their election, serve a term of three years, and may continue to serve if re-elected, from April 10, 2026 to April 9, 2029.
3.The candidates for Directors (including Independent Directors) of the "List of Candidates for the 9th Term Directors (including Independent Directors)" has been reviewd and approved by the 23th meeting of the 9th term of the Board of Directors on Febuary 24, 2026. (Please refer to the attachment 11, Page 46~Page 48)
4 Please vote.

Election Results:

Other Proposals

Item 1 Proposed by the Board of Directors

Proposal : Discussion to release of restriction on competitive of activities for Directors.

Explanation : 1.According to Paragraph 1, Article 209 of the Company Act: "A Director, who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval".
2.It is proposed to request the Shareholders Meeting to authorize the lifting of the non-compete restrictions on Directors who engage in actions that are within the Company's business scope in accordance with the provision of Paragraph 1, Article 209 of the Company Act.
3.The table of the non-compete status of the 10th term of Directors (Please refer to attachment 12, Page 49~Page 51).
4.It's hereby proposed to submit to the Shareholders Meeting for approval of releasing the Director's and representative's competitive restriction from the date of their appointment as Directors in other companies of the same businesses.

Resolution :

Extemporary Motions

Adjournment

Business Report

In 2025, Powerchip Semiconductor Manufacturing Corporation ("PSMC") recorded total revenue of NT\$46.7 billion, for an increase of 4% (or 8% in US dollar terms) on the previous year. Logic foundry contributed 61% of total annual revenue; memory foundry, 37%; and advanced packaging, 2%. Within the logic foundry segment, revenue from power management ICs and power discrete devices increased from 28% in the previous year to 36%. The proportion of revenue derived from advanced packaging also rose from 0.2% to 2%. However, the new Tongluo Fab has not yet achieved economies of scale, and so PSMC recorded a net loss after tax of NT\$7.8 billion for the year.

Looking back at 2025, the global economy continued to be affected by geopolitical tensions and tariff-related uncertainties. Demand for consumer electronics experienced modest growth, partly stimulated by subsidy policies in China; however, the industry continued to face structural challenges including the absence of a "new killer app," substantial capacity expansion in mature process nodes in China, and the ongoing "China for China" localization policy in the semiconductor sector. As a result, good performance was difficult both in pricing and capacity utilization rates for mature-node wafer foundry services. In addition, intense competition in China's automotive market posed significant challenges for non-Chinese automakers. The automotive and industrial semiconductor markets experienced only a gradual recovery. 2025 was a year in which advanced process technologies related to AI-driven semiconductor applications remained the relative bright spot.

However, for customers targeting markets outside of China, the supply chain diversification trend driven by geopolitical developments (the "Out of China" trend mentioned above) continues to gain momentum. At the same time, Taiwan's leadership in AI server manufacturing and advanced semiconductor process technologies has positioned the island at the forefront of global AI hardware. This momentum has in turn driven demand for mature-node foundry services supporting AI serverrelated applications, including power management ICs (PMICs), silicon interposers, gallium nitride (GaN) devices, and integrated passive devices (IPDs) such as silicon capacitors. Many well-known major enterprises are already in position for pilot production. Beginning in 2026, these products are expected to begin entering mass production, which will generate significant contributions to PSMC's revenue and profitability. In addition, PSMC has invested for many years in 3D wafer-onwafer stacking and hybrid bonding technologies (3D WoW hybrid-bonding). Our four-layer 3D_AI_DRAM technology has obtained advanced logic manufacturer certification, and we are working toward eight-layer stacked hybrid bonding. When applied to next-generation edge AI computing applications, this technology will provide high-bandwidth, low-power solutions for Edge AI systems, and will bring the next phase of growth momentum for PSMC.

The Company has recently entered into a comprehensive strategic partnership with Micron Technology. The Board of Directors has already resolved to transfer the Tongluo fab (P5) to Micron Technology Taiwan in phases within 18 months following the execution of the definitive agreement, in order to support Micron in accelerating and expanding their DRAM deployment in Taiwan. The equipment and personnel at the P5 fab will be gradually relocated to the Hsinchu facilities without any layoffs or operational disruption. We will also phase out and upgrade aging equipment and lowmargin product lines at the Hsinchu fabs. In addition, Micron has engaged PSMC to provide post wafer fabrication (PWF) services, formally incorporating PSMC into their HBM advanced packaging supply chain and establishing a long-term foundry partnership with PSMC. Micron will also support PSMC in advancing our specialty DRAM foundry business and by giving us access to next-generation DRAM process technologies. Through this collaboration with a world-leading memory manufacturer, we expect to optimize PSMC's financial structure, technology roadmap, and operational fundamentals, thus moving toward the vision of stable profitability and sustainable development. Furthermore, the cooperation project with Tata Electronics in India continues to

proceed as planned, with good mutual engagement. To date, technical service fees have reached US\$143 million, with no delays in payment. We and Tata have also initiated further collaboration to jointly expand the logic IC semiconductor market in India.

2025 marked the bottom of the operational cycle. In 2026, PSMC will embark on our fourth transformation, leveraging our technological innovation and the synergies we have generated through collaboration with customers and strategic partners. We believe that 2026 is a year to look forward to. We will continue to uphold our core values of integrity, service, quality, and innovation by strengthening technology research and development, advancing product innovation, and expanding into global markets. We also remain committed to ESG and sustainable development principles of promoting environmental stewardship, giving back to society, and strong corporate governance, so as to share prosperity with our customers, society, and the environment. We would like to again express our sincere gratitude to you, our shareholders, for your long-standing support and trust in PSMC. We will continue to make every effort to create greater value for our shareholders and to fulfill our commitment to stable profitability and sustainable development.

Audit Committee's Review Report

The Board of Directors has prepared and submitted to us the Company's 2025 Business Report, Financial Statements, and proposal for earnings distribution. Financial Statements were audited by Deloitte & Touche 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 relevant requirements of the Securities and Exchange Act and the Company Law, we hereby submit this report.

Powerchip Semiconductor Manufacturing Corp.

Chairman of Audit Committee:

my- Ja W

February 24, 2026

2025 Directors' Remuneration

																				2025, Unit: NT\$ thousand
						Remuneration of Directors					Amount and Ratio of Total Remuneration		Relevant Remuneration Received by Directors Who are Also Employees								Amount and Ratio of Total Compensation
			Base Compensation (A)		Severance Pay (B)		Directors Compensation (C)		Allowances (D)	(A+B+C+D) and proportion of Net Income (%)		Salary, Bonuses, and Allowances (E)			Severance Pay (F)	Employee Compensation (G)					(A+B+C+D+E+F+G) and proportion of Net Income(%)	Remuneratio n from ventures
Title	Name	PSMC	All Company in the consolidated financial statements	PSMC	All Company in the consolidated financial statements	PSMC	All Company in the consolidated financial statements	PSMC	All Company in the consolidated financial statements	PSMC	All Company in the consolidated financial statements	PSMC	All Company in the consolidated financial statements	PSMC	All Company in the consolidated financial statements	Cash	PSMC Stock	Cash	All Company in the consolidated financial statements Stock	PSMC	All Company in the consolidated financial statements	other than subsidiaries or from the parent company
	Chairman Frank Huang	-	-	-	-	-	-	120	120	120 (0.00%)	120 (0.00%)	33,394	33,394	-	-	-	-	-	-	33,514 (0.43%)	33,514 (0.43%)	-
Vice	Chairman Brian Shieh	-	-	-	-	-	-	120	120	120 (0.00%)	120 (0.00%)	7,103	7,103	-	-	-	-	-	-	7,223 (0.09%)	7,223 (0.09%)	-
	Director Powerchip Investment Holding Corporation	-	-	-	-	-	-	-	-	0 0.00%	0 0.00%	-	-	-	-	-	-	-	-	0 0.00%	0 0.00%	-
	Representative: Charles Hsu (Note2)	-	-	-	-	-	-	23	23	23 (0.00%)	23 (0.00%)	-	-	-	-	-	-	-	-	23 (0.00%)	23 (0.00%)	-
	Representative: Wen-Liang Chen (Note2)	-	-	-	-	-	-	97	97	97 (0.00%)	97 (0.00%)	-	-	-	-	-	-	-	-	97 (0.00%)	97 (0.00%)	-
Director Jendan	Investment Inc.	-	-	-	-	-	-	-	-	0 0.00%	0 0.00%	-	-	-	-	-	-	-	-	0 0.00%	0 0.00%	-
	Representative: Martin Chu	-	-	-	-	-	-	120	120	120 (0.00%)	120 (0.00%)	9,625	9,625	-	-	-	-	-	-	9,745 (0.12%)	9,745 (0.12%)	-
Independent	Director Chong-Yu Wu	3,150	3,150	-	-	-	-	250	250	3,400 (0.04%)	3,400 (0.04%)	-	-	-	-	-	-	-	-	3,400 (0.04%)	3,400 (0.04%)	-
Independent	Director Jia-Lin Chang	3,150	3,150	-	-	-	-	240	240	3,390 (0.04%)	3,390 (0.04%)	-	-	-	-	-	-	-	-	3,390 (0.04%)	3,390 (0.04%)	-
Independent Director Shu Ye		3,150	3,150	-	-	-	-	190	190	3,340 (0.04%)	3,340 (0.04%)	-	-	-	-	-	-	-	-	3,340 (0.04%)	3,340 (0.04%)	-
Independent Director	Chun-Shen Chen	3,150	3,150	-	-	-	-	220	220	3,370 (0.04%)	3,370 (0.04%)	-	-	-	-	-	-	-	-	3,370 (0.04%)	3,370 (0.04%)	-
Independent	Director Shih-Lun Tsao	3,150	3,150	-	-	-	-	180	180	3,330 (0.04%)	3,330 (0.04%)	-	-	-	-	-	-	-	-	3,330 (0.04%)	3,330 (0.04%)	-

In addition to the above remuneration, director remuneration shall be disclosed as follows when received from companies included in the consolidated financial statements and reinvestment companies in the most recent year to compensate directors for their services, such as being independent contractors: None.

Note1: Please describe the policy, system, standard, and structure of remuneration to directors and independent directors, and the correlation between duties, risk, and time input with the amount of remuneration: (1)Formulated in accordance with the Articles of Incorporation and Rules of remuneration for directors and managerial officers of the Company

a.The Chairman and directors shall be remunerated in accordance with their respective involvement and contribution regarding business operation of the Company, and in an amount comparable with that offered by others in the same industry.

b.The Company's annual net income, before deducting employee and director remuneration, shall allocate no less than 5% for employees compensation and no more than 3% for director remuneration, director remuneration shall be paid in cash only.

c.The Company's independent directors perform their duties independently and participate in corporate governance. They receive fixed remuneration and do not participate in the distribution of director remuneration.

(2)The allowances is trafic allowance.

Note2: The institutional director Powerchip Investment Holding Corporation, changed its representative on March 11, 2025, from Mr. Charles Hsu to Mr. Wen-Liang Chen.

The Comparison Table for the "Corporate Governance Best Practice Principles" Of the Original and the Amended Articles

Original Article	Amended Article	Note
Article 13-3	Article 13-3	The	article
	The Company should formulate and	added	is
	disclose its operational strategies and	conform	to
	business plans, clearly outlining	related
	specific measures to enhance	regulations.
	corporate value. These should be
	presented to the Board of Directors
	and actively communicated with
	Shareholders.

The Comparison Table for the "Sustainable Development Best Practice Principles" Of the Original and the Amended Articles

Original Article	Amended Article	Note
Article 15	Article 15	The article
The Company shall take into account	The Company shall take into account	added is
the effect of business operations on	the effect of business operations on	conform to
ecological efficiency, promote and	ecological efficiency, promote and	related
advocate the concept of sustainable	advocate the concept of sustainable	regulations.
consumption, and conduct research	consumption, and conduct research
and development, procurement,	and development, procurement,
production, operations, and services	production, operations, and services in
in accordance with the following	accordance with the following
principles to reduce the impact on the	principles to reduce the impact on the
natural environment and human	natural environment and human
beings from its business operations:	beings from its business operations:
1. Reduce resource and energy	1. Reduce resource and energy
consumption of its products and services.	consumption of its products and services.
2. Reduce emission of pollutants,	2. Reduce emission of pollutants,
toxins and waste, and dispose of	toxins and waste, and dispose of
waste properly.	waste properly.
3. Improve recyclability and	3. Improve recyclability and
reusability of raw materials or products.	reusability of raw materials or products.
4. Maximize the sustainability of	4. Maximize the sustainability of
renewable resources.	renewable resources.
5. Enhance the durability of products.	5. Enhance the durability of products.
6. Improve efficiency of products and	6. Improve efficiency of products and
services.	services.
	7. Enhance the conservation of marine
	and terrestrial biodiversity and ecosystems, promote the sustainable
	use of resources, and ensure fair and
	equitable benefits.
Article 21	Article 21	The article
The Company shall create an	The Company shall create an	added is
environment conducive to the	environment conducive to the	conform to
development of its employees'	development of its employees' careers	related
careers and establish effective	and establish effective training	regulations.
training programs to foster career	programs to foster career skills.
skills.	The Company shall establish
The Company shall establish	placement programs to cultivate future
placement programs to cultivate	industry talents.
future industry talents.	The Company shall establish
The Company shall establish and implement reasonable employee	placement programs to cultivate future industry talents.
welfare measures (including	The Company shall establish and
remuneration, leave and other	implement reasonable employee

Original Article	Amended Article	Note
welfare etc.) and appropriately reflect	welfare measures (including
the business performance or	remuneration, leave and other welfare
achievements in the employee	etc.) and appropriately reflect the
remuneration, to ensure the	business performance or achievements
recruitment, retention, and	in the employee remuneration, to
motivation of human resources, and	ensure the recruitment, retention, and
achieve the objective of sustainable	motivation of human resources, and
operations.	achieve the objective of sustainable
	operations.

Deloitte.

110016 台北市信義區松仁路100號20樓

Deloitte & Touche 20F, Taipei Nan Shan Plaza No. 100, Songren Rd., Xinyi Dist., Taipei 110016, Taiwan

Tel:+886 (2) 2725-9988 Fax: +886 (2) 4051-6888 www.deloitte.com.tw

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders Powerchip Semiconductor Manufacturing Corporation

Opinion

We have audited the accompanying parent company only financial statements of Powerchip Semiconductor Manufacturing Corporation (the "Company"), which comprise the parent company only balance sheets as of December 31, 2025 and 2024, the parent company only statements of comprehensive (loss) income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements. including material accounting policy information.

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 then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 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 of the Company's parent company only financial statements for the year ended December 31, 2025 are described as follows:

Occurrence of Sales Revenue

There is a significant risk to revenue recognition. Thus, we believe that there is a validity risk regarding the transactions of sales revenue of the Company and certain products involve relatively higher risk. Therefore, the risk relating to the validity of sales revenue from the specific products is deemed a key audit matter.

Our main audit procedures performed with respect to the above-mentioned key audit matter are as follows:

1. We obtained an understanding of the design and implementation of internal controls for revenue recognition and tested if these controls were performed effectively.
1. We sampled and inspected the validity of the background of the customers and assessed their credit assessments and whether they had been appropriately approved.
1. We confirmed the validity of sales revenue, and we sampled the sales revenue from specific products and inspected the contracts or customer orders, delivery orders confirmed by the counterparties and invoices, and whether the sales counterparties were the same as the counterparties collecting payment.
1. We reviewed significant sales returns and discounts that happened after year end to confirm the occurrence of sales revenue from specific products.

Acceptance of Property, Plant and Equipment

1. The capital expenditure of the Company relating to property, plant and equipment is significant to its financial statements. Refer to Note 11 to the accompanying financial statements for details on property, plant and equipment.
1. To ensure the accuracy of the cost amounts, the acquisition, purchase, verification and record keeping of the Company's property, plant and equipment are all subject to appropriate sign-off procedures. Based on the list of equipment under installation and construction in progress, the Company records the capitalized items that are confirmed to be available for their intended use into the computer system under fixed assets every month. The Company regularly examines items that are not capitalized for more than three months after their receipt date and requests that the department responsible for utilizing the items provide an explanation for the reasons for not yet acceptance.
1. Because of the significance of such capital expenditure amounts, delays in acceptance or errors in the cost amounts thereof may lead to misstatements of the financial statements.
1. We reviewed the Company's property, plant and equipment capital expenditure policy, assessed the reasonableness of the timing of acceptance, and conducted the following procedures:
1) We selected samples of newly acquired items from the record of property, plant and equipment and verified that the costs were recognized in the appropriate period.
2) We selected samples from the list of equipment under installation and construction in progress at year end, performed an on-site physical inventory, and confirmed that such items were not yet available for their intended use.
3) We selected samples of items that were not capitalized for more than three months after their receipt date from the list of equipment under installation and construction in progress and examined the reasons for not yet acceptance.

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

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

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

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

Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements

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

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

1. 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.
1. 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.
1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
1. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the 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.
1. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
1. Obtain sufficient appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

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

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

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

The engagement partners on the audits resulting in this independent auditors' report are Ming-Yuan Chung and Mei-Chen Tsai.

Ming - ywan Chung

Mei-Chen Tsai

Deloitte & Touche Taipei, Taiwan Republic of China

February 24, 2026

Notice to Readers

The accompanying parent company only financial statements are intended only to present the parent company only financial position, parent company only financial performance and parent company only 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 parent company only financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors' report and the accompanying parent company only 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 parent company only financial statements shall prevail.

PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

	2025		2024
ASSETS	Amount	$\frac{0}{0}$	Amount	$\frac{0}{0}$
CURRENT ASSETS
Cash and cash equivalents (Notes 4, 6 and 29)	24,201,866 S.	14	\$18,348,499	10
Financial assets at amortized cost - current (Notes 4, 7, 29)
and $31$ )	2,534,059	$\mathbf{1}$	13,678,734	7
Contract assets - current (Notes 4 and 21)	266,376	$\overline{\phantom{a}}$
Accounts receivable - net (Notes 4, 8, 21 and 29)	6,484,467	$\overline{4}$	6,397,151	3
Accounts receivable - related parties (Notes 4, 8, 21, 29 and
30)	65,115		20,182
Other receivables (Notes 4 and 29)	445,285	ä,	880,963	1
Inventories (Notes 4 and 9)	9,291,111	5	9,849,796	5
Prepayments (Note 14)	840,606	1	1,173,998	$\mathbf{1}$
Other current assets - others (Note 14)	3,713		1.793
Total current assets	44,132,598	$-25$	50,351,116	- 27
NON-CURRENT ASSETS
Financial assets at amortized cost - non-current (Notes 4, 7,
29 and 31)			1,000,000
Investments accounted for using the equity method (Notes 4)
and $10$ )	18,930		13,111
Contract assets - non-current (Notes 4 and 21)	48.789
Property, plant and equipment (Notes 4, 11 and 31)	121,997,401	68	124,230,690	66
Right-of-use assets (Notes 4, 12 and 30)	3,804,684	$\overline{2}$	7,053,561	4
Intangible assets (Notes 4 and 13)	88,432	$\overline{a}$	170,863
Deferred tax assets (Notes 4, 5 and 23)	6,319,398	3	3,864,634	2
Prepayments for equipment	1,016,456	$\mathbf{1}$	783,252
Refundable deposits - non-current (Notes 4, 29 and 30)	5,638	ä,	6,575
Costs to fulfil a contract - non-current (Note 4)	63,401	ä,	34,262
	1,185,088	1	1,408,737	1
Other non-current assets - others (Note 14)

$$178,680,815$

\$188,916,801

$\overline{-100}$

	2025		2024
LIABILITIES AND EQUITY	Amount	$\frac{0}{0}$	Amount	$\frac{0}{0}$
CURRENT LIABILITIES
Contract liabilities - current (Notes 4, 21 and 30)	S 1,428,724	1	\$ 1,457,857	1
Accounts payable - unrelated parties (Note 29)	2,996,701	$\overline{c}$	2,632,985	$\mathbf{1}$
Payables for equipment (Note 29)	1,710,694	$\mathbf{1}$	4,352,136	$\overline{\mathbf{c}}$
Other payables (Notes 16, 29 and 30)	4,517,960	3	4,394,877	$\overline{c}$
Current tax liabilities (Notes 4, 5 and 23)	35,822		19.293
Provisions (Notes 4 and 18)	921,800		903,236	$\mathbf{1}$
Lease liabilities - current (Notes 4, 5, 12, 29 and 30)	671,785		1,610,929	1
Long-term borrowings - current portion (Notes 15, 29 and 31)	4,061,671	$\overline{c}$	5,699,608	$\mathbf{3}$
Other current liabilities - others (Notes 17, 29 and 30)	6,435,253	$\overline{4}$	9,349,787	5
Total current liabilities	22,780,410	13	30,420,708	16
NON-CURRENT LIABILITIES
Contract liabilities - non-current (Notes 4 and 21)	1,004,445
Long-term borrowings (Notes 15, 29 and 31)	59,237,761	33	57,034,856	30
Deferred income tax liabilities (Notes 4, 5 and 23)	10,203,403	6	7,748,639	$\overline{4}$
Lease liabilities - non-current (Notes 4, 5, 12, 29 and 30)	2,960,200	$\overline{2}$	3.695.219	$\overline{2}$
Net defined benefit liabilities - non-current (Notes 4 and 19)	164,532		360,296
Guarantee deposits (Notes 17, 29 and 30)	226,202		899,943	$\mathbf{1}$
Other non-current liabilities (Note 17)	103,675	$\overline{\phantom{a}}$	111,475	÷,
Total non-current liabilities	73,900,218	41	69,850,428	37
Total liabilities	96,680,628	54	100,271,136	53
EQUITY (Notes 4 and 20)
Share capital
Ordinary shares	42,238,882	24	41,720,692	22
Advance receipts for ordinary shares	19,753		14,170
Total share capital	42,258,635	24	41,734,862	22
Capital surplus	27,949,944	16	27,380,465	15
Retained earnings
Appropriated as legal reserve	4,035,004	$\overline{c}$	4,035,004	$\overline{2}$
Appropriated as special reserve	4,087		3,623
Unappropriated earnings	7,757,324	4	15,495,798	$\boldsymbol{8}$
Total retained earnings	11,796,415	6	19,534,425	10
Others	(4,807)	$\overline{\phantom{a}}$	(4,087)	$\equiv$
Total equity	82,000,187	46	88,645,665	47
TOTAL	\$178,680,815	- 100	\$188,916,801	100

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

TOTAL

$\underline{\underline{\hspace{1mm}100}}$

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE (LOSS) INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Loss Per Share)

	2025		2024
	Amount	$\frac{0}{0}$	Amount	$\frac{0}{0}$
OPERATING REVENUE (Notes 4, 21 and 30)	\$46,730,113	100	\$44,725,710	100
COST OF REVENUE (Notes 4, 9, 13, 22 and 30)	48,267,110	103	44,200,285	99
GROSS (LOSS) PROFIT	(1, 536, 997)	(3)	525,425	-1
OPERATING EXPENSES (Notes 13, 22 and 30) Selling and marketing expenses General and administrative expenses Research and development expenses	462,882 2,334,315 5,235,061	1 5 11	417,478 4,319,542 5,074,609	-1 10 11
Total operating expenses	8,032,258	17	9,811,629	22
OTHER OPERATING INCOME AND EXPENSES, NET (Notes 21, 22, 26 and 30)	3,597,639	-7	1,317,187	$\frac{3}{2}$
LOSS FROM OPERATIONS	(5,971,616)	(13)	(7,969,017)	(18)
NON-OPERATING INCOME AND EXPENSES Interest income (Note 22) Other gains and losses (Note 22) Financial costs (Notes 4, 22 and 30) Share of (loss) gain of subsidiaries (Notes 4 and 10)	829,500 (562,040) (1,783,912) 6,539	2 (1) (4) $\equiv$	1,441,998 1,225,577 (1,534,307) (86)	3 $\mathfrak{Z}$ (3) $\equiv$
Total non-operating income and expenses	(1,509,913)	(3)	1,133,182	$\frac{3}{2}$
LOSS BEFORE INCOME TAX	(7,481,529)	(16)	(6,835,835)	(15)
INCOME TAX EXPENSE (INCOME) (Notes 4, 5 and 23)	331,131	$\mathbf{1}$	(58, 536)
NET LOSS	(7,812,660)	(17)	(6,777,299)	(15)
OTHER COMPREHENSIVE INCOME (LOSS) (Notes 4, 19 and 20) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Item that may be reclassified subsequently to profit or loss:	74,650		201,126
Exchange differences arising on translation of the financial statements of foreign operations Share of other comprehensive profits and losses of subsidiaries recognized using the equity method	(720) $\equiv$		(464) $\overline{\phantom{a}}$
Total other comprehensive income, net of income tax	73,930		200,662
TOTAL COMPREHENSIVE LOSS FOR THE YEAR	(7,738,730)	(17)	\$ (6,576,637)	(15)
LOSS PER SHARE (Note 24) Basic loss per share Diluted loss per share	(1.86) (1.86) \$		(1.64) (1.64) \$

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

		Share Capital										Others Exchange Differences on Translating the Financial
	Number of		Advance			Capital Surplus				Retained Earnings		Statements of
	Shares (In Thousands)	Ordinary Shares	Receipts for Ordinary Shares	Issuance of Shares	Donations	Employee Stock Options	Others	Total	Legal Reserve	Special Reserve	Unappropriated Earnings	Foreign Operations	Total Equity
BALANCE, JANUARY 1, 2024	4,085,937	40,859,369	45.636	25,823,715 -8	166,208	785,318	2,639	26,777,880 s.	4,035,004	2,662	22,072,932	(3,623)	93,789,860
Appropriation of earnings Special reserve										961	(961)	٠
Net loss for the year ended December 31, 2024										$\sim$	(6,777,299)	$\sim$	(6,777,299)
Other comprehensive income (loss) for the year ended December 31, 2024											201,126	(464)	200,662
Total comprehensive loss for the year ended December 31, 2024											(6,576,173)	(464)	(6,576,637)
Share-based payment transaction	86,132	861,323	(31, 466)	587,702		13,659	1,224	602,585					1,432,442
BALANCE, DECEMBER 31, 2024	4,172,069	41,720,692	14,170	26,411,417	166,208	798,977	3,863	27,380,465	4,035,004	3,623	15,495,798	(4,087)	88,645,665
Appropriation of earnings Special reserve										464	(464)
Net loss for the year ended December 31, 2025										$\sim$	(7,812,660)		(7,812,660)
Other comprehensive income (loss) for the year ended December 31, 2025											74,650	(720)	73,930
Total comprehensive loss for the year ended December 31, 2025											(7,738,010)	(720)	(7,738,730)
Share-based payment transaction	51,819	518,190	5,583	409,263		153,111	7,105	569,479					1,093,252
BALANCE, DECEMBER 31, 2025	4,223,888	42,238,882	19,753	\$26,820,680	166,208	952,088	10,968	\$27,949,944	4,035,004	4,087	7,757,324	(4,807)	\$82,000,187

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

	2025	2024

CASH FLOWS FROM OPERATING ACTIVITIES
Loss before income tax	$\mathbb{S}$ (7,481,529)	\$ (6,835,835)
Adjustments for:
Depreciation expense	11,135,386	9,564,729
Amortization expense	86,625	120,067
Finance costs	1,783,912	1,534,307
Interest income	(829,500)	(1,441,998)
Share-based compensation	400,156	389,097
Share of (gain) loss of subsidiaries	(6, 539)	86
Loss on disposal of property, plant and equipment, net	10,836	203,532
(Reversal of) write-downs of inventories	(634, 613)	657,670
Net (gain) loss on foreign currency exchange	(478, 791)	934,205
Refund liabilities recognized	292,000	44,000
Provisions recognized	56,820	939,946
Interest income from refundable deposits	96	94
Interest expense from guarantee deposits		(1)
Guaranteed deposits transferred to other income	(25)	(1,312,963)
Others	(7, 544)	(7, 737)
Changes in operating assets and liabilities:
Contract assets	(315, 165)
Accounts receivable (including related parties)	(135, 452)	225,922
Other receivables	130,122	(112,093)
Inventories	1,155,042	(1,764,359)
Prepayments	515,723	2,297,472
Other current assets	(1,920)	13,278
Costs to fulfil a contract	(29, 139)	(34,262)
Contract liabilities	975,312	530,299
Accounts payable	363,716	(519, 511)
Other payables	120,042	132,118
Other current liabilities	13,960	26,078
Net defined benefit liabilities	(121, 114)	(141, 827)
Cash generated from operations	6,998,417	5,442,314
Interest received	941,298	1,317,336
Income tax paid	(126, 148)	(267,572)
Net cash generated from operating activities	7,813,567	6,492,078
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in current financial assets at amortized cost		(11,855,578)
Decrease in financial assets at amortized cost	12,144,675
Payments for property, plant and equipment	(8,587,829)	(23, 499, 655)
Proceeds from disposal of property, plant and equipment	817	41,583
Refundable deposits paid	(65)	(1,103)
		(Continued)

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

	2025	2024
Refundable deposits refunded Payments for intangible assets	\$ 998 (1,884)	$\mathbb{S}$ 50,235 (33,603)
Net cash generated from (used in) investing activities	3,556,712	(35,298,121)
CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term borrowings Repayments of long-term borrowings Guarantee deposits received Guarantee deposits refunded Repayment of the principal portion of lease liabilities Exercise of employee stock options Interest paid Other prepayments	3,335,500 (2,804,166) 1,153 (3,475,967) (1, 557, 124) 693,096 (1,709,404)	20,078,100 (5,710,398) 4,976 (5,011,304) (2,332,078) 1,043,345 (1,446,847) (46,800)
Net cash generated from (used in) financing activities	(5,516,912)	6,578,994
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	5,853,367	(22, 227, 049)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	18,348,499	40,575,548
CASH AND CASH EQUIVALENTS, END OF YEAR	24,201,866	18,348,499

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

Deloitte.

$<$ Attachment 7 $>$ 勤業眾信聯合會計師事務所 110016 台北市信義區松仁路100號20樓

Deloitte & Touche 20F. Taipei Nan Shan Plaza No. 100. Songren Rd. Xinyi Dist., Taipel 110016, Taiwan

Tel: +886 (2) 2725-9988 Fax:+886 (2) 4051-6888 www.deloitte.com.tw

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders Powerchip Semiconductor Manufacturing Corporation

Opinion

We have audited the accompanying consolidated financial statements of Powerchip Semiconductor Manufacturing Corporation and its subsidiaries (the "Company"), which comprise the consolidated balance sheets as of December 31, 2025 and 2024, and the consolidated statements of comprehensive (loss) income. changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company 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 the 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 Regulations Governing Financial Statement Audit and Attestation Engagements of 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 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 consolidated financial statements 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 of the Company's consolidated financial statements for the year ended December 31, 2025 are described as follows:

Occurrence of Sales Revenue

Our main audit procedures performed with respect to the above-mentioned key audit matter are as follows:

1. We obtained an understanding of the design and implementation of internal controls for revenue recognition and tested if these controls were performed effectively.
1. We sampled and inspected the validity of the background of the customers and assessed their credit assessments and whether they had been appropriately approved.
1. We confirmed the validity of sales revenue, and we sampled the sales revenue from specific products and inspected the contracts or customer orders, delivery orders confirmed by the counterparties and invoices, and whether the sales counterparties were the same as the counterparties collecting payment.
1. We reviewed significant sales returns and discounts that happened after year end to confirm the occurrence of sales revenue from specific products.

Acceptance of Property, Plant and Equipment

1. The capital expenditure of the Company relating to property, plant and equipment is significant to its financial statements. Refer to Note 11 to the accompanying financial statements for details on property, plant and equipment.
1. To ensure the accuracy of the cost amounts, the acquisition, purchase, verification and record keeping of the Company's property, plant and equipment are all subject to appropriate sign-off procedures. Based on the list of equipment under installation and construction in progress, the Company records the capitalized items that are confirmed to be available for their intended use into the computer system under fixed assets every month. The Company regularly examines items that are not capitalized for more than three months after their receipt date and requests that the department responsible for utilizing the items provide an explanation for the reasons for not yet acceptance.
1. Because of the significance of such capital expenditure amounts, delays in acceptance or errors in the cost amounts thereof may lead to misstatements of the financial statements.
1. We reviewed the Company's property, plant and equipment capital expenditure policy, assessed the reasonableness of the timing of acceptance, and conducted the following procedures:
1) We selected samples of newly acquired items from the record of property, plant and equipment and verified that the costs were recognized in the appropriate period.
2) We selected samples from the list of equipment under installation and construction in progress at year end, performed an on-site physical inventory, and confirmed that such items were not yet available for their intended use.
3) We selected samples of items that were not capitalized for more than three months after their receipt date from the list of equipment under installation and construction in progress and examined the reasons for not yet acceptance.

Other Matter

We have also audited the parent company only financial statements of Powerchip Semiconductor Manufacturing Corporation as of and for the years ended December 31, 2025 and 2024 on which we have issued an unmodified opinion.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the 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 members of the Audit Committee, are responsible for overseeing the Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

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

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:

1. 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.
1. 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.
1. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
1. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the 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 Company to cease to continue as a going concern.
1. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company 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.

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 Ming-Yuan Chung and Mei-Chen Tsai.

Ming - ywan Chung

Mei-Chen Tsai

Deloitte & Touche Taipei, Taiwan Republic of China

February 24, 2026

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated 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 consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors' report and the accompanying consolidated 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 consolidated financial statements shall prevail.

POWERCHIP SEMICONDUCTOR MANUFACTURING CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

	2025		2024
ASSETS	Amount	$\%$	Amount	$\%$	LIABILITIES AND EQUITY
CURRENT ASSETS					CURRENT LIABILITIES
Cash and cash equivalents (Notes 4, 6 and 29)	\$24,214,750	14	\$18,355,000	10	Contract liabilities - current (Notes 4, 21 and 30)
Financial assets at amortized cost - current (Notes 4, 7, 29 and 31)	2,534,059		13,678,734	$\overline{7}$	Accounts payable (Note 29)
Contract assets - current (Notes 4 and 21)	266,376			٠.	Payables for equipment (Note 29)
Accounts receivable - net (Notes 4, 8, 21 and 29)	6,484,467	$\overline{4}$	6,397,151	$\overline{3}$	Other payables (Notes 16, 29 and 30)
Accounts receivable - related parties (Notes 4, 8, 21, 29 and 30)	65.115		20,182		Current tax liabilities (Notes 4, 5 and 23)
Other receivables (Notes 4 and 29)	447,195		881,869		Provisions (Notes 4 and 18)
Inventories (Notes 4 and 9)	9,291,111	5	9,849,796	5	Lease liabilities - current (Notes 4, 5, 12, 29 and 30)
Prepayments (Note 14)	840,871		1,176,412	-1	Long term borrowings - current portion (Notes 15, 29 and 31)
Other current assets - others (Note 14)	3,713	$\sim$	1,793	$\sim$	Other current liabilities - others (Notes 17, 29 and 30)

Total current assets	44,147,657	25	50,360,937	27	Total current liabilities
NON-CURRENT ASSETS					NON-CURRENT LIABILITIES
Financial assets at amortized cost - non-current (Notes 4, 7, 29 and 31)			1,000,000		Contract liabilities - non-current (Notes 4 and 21)
Contract assets - non-current (Notes 4 and 21)	48,789	$\overline{a}$			Long-term borrowings (Notes 15, 29 and 31)
Property, plant and equipment (Notes 4, 11 and 31)	122,004.420	68	124.236.098	66	Deferred income tax liabilities (Notes 4, 5 and 23)
Right of use assets (Notes 4, 12 and 30)	3,804,684	$\overline{2}$	7,053,561	$\overline{4}$	Lease liabilities - non-current (Notes 4, 5, 12, 29 and 30)
Intangible assets (Notes 4 and 13)	88,448	$\sim$	171.074		Net defined benefit liabilities - non-current (Notes 4 and 19)
Deferred tax assets (Notes 4, 5 and 23)	6,319,398	3	3,864,634	$\overline{2}$	Guarantee deposits (Notes 17, 29 and 30)
Prepayments for equipment	1,016,456	$\mathbf{1}$	783.252		Other non - current liabilities (Note 17)
Refundable deposits (Notes 4, 29 and 30)	7,283	$\sim$	8,295
Contract fulfillment costs-non-current (Note 4)	63,401		34,262		Total non-current liabilities
Other non-current assets - others (Note 14)	1,185,088	- 1	1,408,737
					Total liabilities
Total non-current assets	134,537,967	75	138,559,913	73
					EQUITY (Notes 4 and 20)
					Share capital
					Ordinary shares Advance receipts for ordinary shares
					Total share capital
					Capital surplus
					Retained earnings
					Appropriated as legal reserve
					Appropriated as special reserve
					Unappropriated earnings
					Total retained earnings
					Others
					Total equity
TOTAL	\$178,685,624	100	\$188,920,850	100	TOTAL

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

2025

$\frac{0}{6}$

$\mathbf{1}$

$\overline{2}$

$\overline{1}$

$\overline{\mathbf{3}}$

$\sim$

χ,

$\overline{2}$

$\overline{4}$

$-13$

$\mathbb{R}^2$

$-6$

$\overline{2}$

$\sim$

$\frac{1}{2}$

$-54$

$\overline{2}$

$\sim$

$\overline{4}$

$\overline{\phantom{0}}$ 6

$\sim$

$-46$

$\equiv$ 100

$\frac{1}{\frac{24}{16}}$

Amount

$$1,428,724$

2,996,701

1.710.694

4,519,703

36,904

921,800

671,785

$4,061,671$
$6,437,237$

22,785,219

1,004,445

59,237,761

$10,203,403$

2,960,200

$164,532$

226,202

103,675

73,900,218

96,685,437

42,238,882

42,258,635 27,949,944

4,035,004

7,757,324

$\frac{11,796,415}{11,796,415}$

$82,000,187$

\$178,685,624

4,087

$(4,807)$

$19,753$

2024

$\frac{0}{2}$

$\overline{1}$

$\overline{2}$

$\sim$

$\overline{1}$

$\overline{2}$

$5$

$\sim$

$\overline{4}$

$\overline{2}$

$\sim$

$!1$

$\equiv$ $\pm$

$-53$

$\overline{2}$

$\sim$

$\frac{8}{2}$

$\frac{10}{10}$

$\frac{1}{2}$

$47$

$-100$

$\frac{1}{\frac{-22}{15}}$

$-16$

Amount

$S = 1,457,857$

2,632,985

4,352,136

4,397,998

19,611

903.236

1,610,929

5,699,608
9.350.397

30,424,757

57,034,856

7,748,639

3,695,219

$360,296$

899,943

111,475

69,850,428

100,275,185

41,720,692

$\frac{14,170}{41,734,862}$

27,380,465

4,035,004

15,495,798

$19,534,425$

88,645,665

\$188,920,850

3,623

$(4,087)$

$14,170$

POWERCHIP SEMICONDUCTOR MANUFACTURING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except (Loss) Earnings Per Share)

	2025		2024
	Amount	$\frac{0}{0}$	Amount	$\frac{0}{0}$
OPERATING REVENUE (Notes 4, 21 and 30)	\$ 46,730,113	100	\$ 44,725,710	100
COST OF REVENUE (Notes 4, 9, 13, 22 and 30)	48,267,110	103	44,200,285	99
GROSS (LOSS) PROFIT	(1, 536, 997)	(3)	525,425	$\mathbf{1}$
OPERATING EXPENSES (Notes 13, 22 and 30)
Selling and marketing expenses	462,882	$\mathbf{1}$	417,478	-1
General and administrative expenses	2,334,315	5	4,319,542	10
Research and development expenses	5,257,279	11	5,083,629	11
Total operating expenses	8,054,476	-17	9,820,649	22
OTHER OPERATING INCOME AND EXPENSES, NET (Notes 21, 22, 26 and 30)	3,631,395	7	1,329,759	3
LOSS FROM OPERATIONS	(5,960,078)	(13)	(7,965,465)	(18)
NON-OPERATING INCOME AND EXPENSES
Interest income (Note 22)	829,516	$\overline{2}$	1,442,001	3
Other gains and losses (Note 22)	(562, 528)	(1)	1,226,022	$\overline{3}$
Finance costs (Notes 4, 22 and 30)	(1,783,912)	(4)	(1, 534, 307)	(3)
Total non-operating income and expenses	(1,516,924)	(3)	1,133,716	3
LOSS BEFORE INCOME TAX	(7,477,002)	(16)	(6,831,749)	(15)
INCOME TAX EXPENSE (INCOME) (Notes 4, 5 and 23)	335,658	-1	(54, 450)
NET LOSS	(7,812,660)	(17)	(6,777,299)	(15)
OTHER COMPREHENSIVE INCOME (LOSS) (Notes 4, 19 and 20)
Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Item that may be reclassified subsequently to profit or loss:	74,650		201,126
Exchange differences arising on translation of the financial statements of foreign operations	(720)		(464)
Total other comprehensive income, net of income tax	73,930		200,662
TOTAL COMPREHENSIVE LOSS FOR THE YEAR	(7, 738, 730) S	(17)	(6, 576, 637) S	(15)
LOSS PER SHARE (Note 24)
Basic loss per share	(1.86) \$		(1.64) S
Diluted loss per share	$\overline{2}$ (1.86)		\$ (1.64)

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

POWERCHIP SEMICONDUCTOR MANUFACTURING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Unless Stated Otherswise)

	Number of	Share Capital	Advance			Capital Surplus				Retained Earnings		Others Exchange Differences on Translating the Financial Statements of
	Shares (In Thousands)	Ordinary Shares	Receipts for Ordinary Shares	Issuance of Shares	Donations	Employee Stock Options	Others	Total	Legal Reserve	Special Reserve	Unappropriated Earnings	Foreign Operations	Total Equity
BALANCE, JANUARY 1, 2024	4,085,937	40,859,369 S.	45,636	25,823,715	166,208	785,318	2,639	26,777,880	4,035,004	2,662	22,072,932	(3,623)	\$93,789,860
Appropriation of earnings Special reserve										961	(961)		$\overline{\phantom{a}}$
Net loss for the year ended December 31, 2024										$\sim$	(6,777,299)		(6,777,299)
Other comprehensive income (loss) for the year ended December 31, 2024											201,126	(464)	200,662
Total comprehensive loss for the year ended December 31, 2024											(6,576,173)	(464)	(6,576,637)
Share-based payment transaction	86,132	861,323	(31, 466)	587,702		13,659	1,224	602,585					1,432,442
BALANCE, DECEMBER 31, 2024	4,172,069	41,720,692	14,170	26,411,417	166,208	798,977	3,863	27,380,465	4,035,004	3,623	15,495,798	(4,087)	88,645,665
Appropriation of earnings Special reserve										464	(464)		$\overline{\phantom{a}}$
Net loss for the year ended December 31, 2025										$\sim$	(7,812,660)	$\sim$	(7,812,660)
Other comprehensive income (loss) for the year ended December 31, 2025											74,650	(720)	73,930
Total comprehensive loss for the year ended December 31, 2025											(7,738,010)	(720)	(7,738,730)
Share-based payment transaction	51,819	518,190	5,583	409,263		153,111	7,105	569,479					1,093,252
BALANCE, DECEMBER 31, 2025	4,223,888	42,238,882	19,753	\$26,820,680	166,208	952,088	10,968	\$27,949,944	4,035,004	4,087	7,757,324	(4,807)	\$82,000,187

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

		2025	2024
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before income tax	$\mathsf{\$}$	(7,477,002)	\$ (6,831,749)
Adjustments for:
Depreciation expense		11,136,612	9,566,047
Amortization expense		86,816	120,265
Finance costs		1,783,912	1,534,307
Interest income		(829, 516)	(1,442,001)
Share-based compensation		400,156	389,097
Loss on disposal of property, plant and equipment, net		10,836	203,532
(Reversal of) write-downs of inventories		(634, 613)	657,670
Net (gain) loss on foreign currency exchange		(478,791)	934,205
Refund liabilities recognized		292,000	44,000
Provisions recognized		56,820	939,946
Interest income from refundable deposits		96	94
Interest expense from guarantee deposits			(1)
Guaranteed deposits transferred to other income		(25)	(1,312,963)
Others		(7, 544)	(7, 737)
Changes in operating assets and liabilities:
Contract assets		(315, 165)
Accounts receivable (including related parties)		(135, 452)	225,922
Other receivables		129,078	(111, 858)
Inventories		1,155,042	(1,764,359)
Prepayments		517,766	2,297,404
Other current assets		(1,920)	13,278
Costs to fulfil a contract		(29, 139)	(34,262)
Contract liabilities		975,312	530,299
Accounts payable		363,716	(519, 511)
Other payables		118,801	133,202
Other current liabilities		15,360	25,875
Net defined benefit liabilities		(121, 114)	(141, 827)
Cash generated from operations		7,012,042	5,448,875
Interest received		941,314	1,317,339
Income tax paid		(129, 897)	(271, 585)
Net cash generated from operating activities		7,823,459	6,494,629
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in financial assets at amortized cost			(11,855,578)
Decrease in financial assets at amortized cost		12,144,675
Payments for property, plant and equipment		(8,590,945)	(23, 499, 655)
Proceeds from disposal of property, plant and equipment		817	41,583
Refundable deposits paid		(65)	(1,166)
Refundable deposits refunded		998	50,235
Payments for intangible assets		(1,884)	(33,603)
Net cash generated from (used in) investing activities		3,553,596	(35, 298, 184)

POWERCHIP SEMICONDUCTOR MANUFACTURING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

		2025		2024
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings	$\mathsf{\$}$	3,335,500	S.	20,078,100
Repayments of long-term borrowings		(2,804,166)		(5,710,398)
Guarantee deposits received		1,153		4,976
Guarantee deposits refunded		(3,475,967)		(5,011,304)
Repayment of the principal portion of lease liabilities		(1,557,124)		(2,332,078)
Exercise of employee stock options		693,096		1,043,345
Interest paid		(1,709,404)		(1,446,847)
Other prepayments				(46, 800)
Net cash generated from (used in) financing activities		(5,516,912)		6,578,994
EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES		(393)		(167)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		5,859,750		(22, 224, 728)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		18,355,000		40,579,728
CASH AND CASH EQUIVALENTS, END OF YEAR		24, 214, 750		18,355,000

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

(Concluded)

Powerchip Semiconductor Manufacturing Corporation 2025 Earnings Distribution Table

Unit: NTD\$

Item	Amount
Unappropriated Earnings at the Beginning of the Year		15,495,333,888
Less: Net Loss of 2025	(7,812,659,510)
Less: Special Reserve	(720,842)
Plus: Remeasurement of the Defined Benefit Plans	74,649,803
Unappropriated Earnings at the End of the Year		7,756,603,339

Change Proposal Report for the issuance of new common shares to sponsor the issuance of GDR through ordinary shares in 2022

1.The reason for this project change

The original cash capital increase plan was to purchase machinery and facilities for Phase 1 of the Tongluo fab. This was aimed at expanding capacity, enhancing international competitiveness, and meeting client demand. However, during the construction period, the Company faced challenges from mainland Chinese competitors who were actively expanding their mature process foundry market capacity and engaging in price-cutting competition, amid a global environment of high inflation and elevated interest rates, and the shadow of war, downstream demand for consumer electronics weakened. The Company adjusted its production capacity planning, slowed down equipment procurement, and gradually expanded its capacity for AI-related applications to respond to the situation. Nevertheless, the first phase of the Tongluo factory still faced a gap between its production capacity and the original target, as well as a depreciation burden, which were the main reasons for the company's losses.

Considering the global memory market is experiencing a shortage due to AI applications, in order to accelerate the improvement of the Company's memory process technology and enhance its financial structure, the Company's Board of Directors approvaled on February 10, 2026, to sell the Tongluo Fab and its facilities to Micron Technology, Inc., on behalf of itself and its worldwide subsidiaries and affiliates. It is expected that after the remaining balance is paid in the second quarter of 2026, all machinery and equipment procurement activities will be formally stopped. Therefore, an application for a change in the plan is submitted. The table below compares the total amount of funds required before and after the plan change:

		Total funds required
Item	Currency	before change	after change	Variance
Tongluo fab	USD	3,092,190	1,778,636	(1,313,554)
machinery and equipment	NTD	91,838,038	52,825,499	(39,012,539)

Before and after change plan comparison table

Unit: NT\$ Thousand

Note: Estimated based on an exchange rate of NT\$29.7:US\$1.

2.After change project and schedule for fund usage

	Estimated	Total funds required		2025		2026
Item	Completion			As of Q4	Q1	Q2
	Date			(Actual)	(Estimated)	(Estimated)
Tongluo fab		USD	1,778,636	1,748,538	29,264	834
machinery and equipment	Q2 2026	NTD	52,825,499	51,931,585	869,134	24,780

Note: Estimated based on an exchange rate of NT\$29.7:US\$1.

The funds raised in this offering have been fully utilized in accordance with the original plan. In response to adjustments in our operational strategy and in connection with the disposal of the Tongluo Fab, the Company has concurrently terminated the Tongluo Fab construction project. With respect to the existing resources of the Tongluo Fab, the Company has adopted a phased disposition approach, integrating core personnel, key equipment, and high value-added product lines into our existing fabrication facilities. Through a strategy of retaining the strongest assets and eliminating

underperforming ones, the Company aims to accelerate replacement for outdated equipment and reduce low-margin product lines. This approach is intended to decrease reliance on the mature-process foundry market and further optimize the Company's product portfolio and profitability structure.

3.Expected after change benefits

After the plan change, the Company can significantly reduce the idle capacity costs generated by the Tongluo Fab's first phase due to the initial capacity utilization rate not meeting expectations. Through asset disposal, the Company can optimize its asset turnover rate and cash flow. The posttransformation technology path will help the Company enter the high-performance computing market, enhance long-term shareholder value, and strengthen its competitive position in the industry.

The total amount of NT\$52,825,499,000 (approximately US\$1,778,636,000 at an exchange rate of NT\$29.7:US\$1) was used to purchase machinery and equipment for the Tongluo Fab, mainly to meet the needs of the semiconductor market demand and the Company's project development plan. As of the end of 2025, the total amount of equipment invested was NT\$51,931,585,000 (approximately US\$1,748,538,000 at an exchange rate of NT\$29.7:US\$1), and the remaining amount is expected to be fully paid in the second quarter of 2026.

To optimize production base allocation, the purchased equipment will be transferred in phases from the Tongluo Fab to the existing facilities in Hsinchu for integration. Upon completion, the centralized management of production bases is expected to more effectively drive revenue contribution and enhance operational synergies. Based on an evaluation of post-transfer capacity benefits and product portfolio optimization effects, the estimated recovery period for this machinery and equipment investment is approximately 14.35 years. The projected future profitability and benefits are summarized in the table below.

Year	Sales volume	Operating revenue	Gross profit	Net operating
				income
2025	260	7,476,200	(245,899)	(953,534)
2026	269	8,411,220	1,021,587	1,586,294
2027	268	9,032,316	1,241,478	(187,147)
2028	265	8,891,479	1,667,296	186,864
2029	252	8,344,550	1,502,945	(77,505)
2030	249	8,160,409	1,617,255	111,829
2031	249	8,157,857	1,694,144	173,956
2032	249	8,199,769	1,717,377	197,190
2033	249	8,199,769	1,717,377	197,190
2034	249	8,199,769	1,717,377	197,190
2035	249	8,199,769	1,717,377	197,190
2036	249	8,199,769	1,717,377	197,190
2037	249	8,199,769	1,717,377	197,190
2038	249	8,199,769	1,717,377	197,190
2039	249	8,199,769	1,717,377	197,190

Unit: Kpcs/NT\$ Thousand

Note 1: From 2033 onward, operations are assumed to remain at the 2032 operating level.

Note 2: Depreciation is calculated using the straight-line method based on the average useful life of the equipment.

Note 3: Changes in sales volume are mainly attributable to adjustments in product mix.

				Unit: NT\$ Thousand
	Net operating	Depreciation	Cash flow (A+B)	Cumulative cash
Year	income (A)	expense (B)
2025	(953,534)	3,521,700	2,568,166	2,568,166
2026	1,586,294	3,521,700	5,107,994	7,676,160
2027	(187,147)	3,521,700	3,334,553	11,010,713
2028	186,864	3,521,700	3,708,564	14,719,278
2029	(77,505)	3,521,700	3,444,195	18,163,473
2030	111,829	3,521,700	3,633,529	21,797,001
2031	173,956	3,521,700	3,695,656	25,492,658
2032	197,190	3,521,700	3,718,889	29,211,547
2033	197,190	3,521,700	3,718,889	32,930,436
2034	197,190	3,521,700	3,718,889	36,649,326
2035	197,190	3,521,700	3,718,889	40,368,215
2036	197,190	3,521,700	3,718,889	44,087,105
2037	197,190	3,521,700	3,718,889	47,805,994
2038	197,190	3,521,700	3,718,889	51,524,884
2039	197,190	3,521,700	3,718,889	55,243,773

Note 1: The depreciation period is 15 years, calculated based on the average useful life of the equipment using the straight-line method.

Note 2: From 2033 onward, operations are assumed to remain at the 2032 operating level.

For the estimation of future benefits presented in the above table, has taken into consideration industry prospects, current operating conditions, the timeline for equipment relocation, and the synergies arising from product portfolio optimization. Depreciation and operating costs have been recognized in accordance with accounting principles.

4.Impact of the plan change on shareholder equity

This plan change is mainly due to the Company's sale of the Tongluo Fab, which led to the termination of the construction plan. This will not only reduce the depreciation burden of fixed assets but also accelerate the improvement of the Company's memory process technology, enhance its financial structure, and have a positive impact on shareholder equity.

Powerchip Semiconductor Manufacturing Corporation

Original Undertaking Underwriter Assessment Opinions for the issuance of new common shares to sponsor the issuance of GDR through ordinary shares in 2022

Yuanta Securities Co., Ltd. February 12, 2026

With respect to Powerchip Semiconductor Manufacturing Corporation (below, "PSMC" or the "Company")'s proposal to change the funding utilizations and implementation schedule for the 2022 Issuance of Overseas Depositary Receipts Sponsored via Cash Capital Increase Plan through New Shares Plan, the matter has been submitted to the Board of Directors for resolution and will be presented to the next annual general meeting of shareholders for ratification. In accordance with Article 9, Paragraph 1, Subparagraph 9 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the underwriter hereby provides the following assessment and explanation regarding the before and after change cash capital increase plan, progress, and expected benefits:

1.Original plans

(1)Plan details

1)Approval date and document number from the authority: July 13, 2022, FSC Letter No. 1110348188.
2)The total amount required for this project: US\$3,092,190 thousand.
3)Sources of the funds:
○¹ Issuance of 349,995,000 shares via Issuance of Overseas Depositary Receipts Sponsored via Cash Capital Increase through New Shares, at a par value of NT\$10 per share and an issue price of NT\$35.01 per share, for a total amount raised of US\$403,411,000.
○² The remaining US\$2,688,779,000 will be funded by the Company's internal funds, bank borrowings, and/or other financing arrangements.
(2)Planned use of proceeds, implementation schedule, and expected benefits
1) Planned use of proceeds and implementation schedule

Unit: NT\$ Thousand

					Planned schedule for fund usage
Item	Estimated Completi		Required Amount		Cumulative through	Q2 2022	Q3 2022	Q4 2022	Q1 2023	Q2 2023	Q3 2023	Q4 2023	Q1 2024
	on Date				Q1 2022 (actual)	(estimated)	(estimated)	(estimated)	(estimated)	(estimated)	(estimated)	(estimated)	(estimated)
				USD	9,649	55,423	64,521	662,948	230,441	51,022	174,328	5,951	100,923
Tongluo		USD	3,092,190	NTD	286,566	1,646,071		1,916,264 19,689,550	6,844,087	1,515,355	5,177,545	176,751	2,997,419
	fab machinery Q1 2026						Q3 2024	Q4 2024	Q1 2025	Q2 2025	Q3 2025	Q4 2025		Q1 2026 (estimated)
and				Q2 2024 (estimated)		(estimated)	(estimated)	(estimated)	(estimated)	(estimated)	(estimated)
equipment		NTD	91,838,038 USD		349,924	246,363	624,419	194,577	161,381	57,699	3,538		99,083
				NTD	10,392,749		7,316,992 18,545,238	5,778,944	4,793,020	1,713,673	105,084		2,942,730

Source: Provided by the Company.

2)Expected benefits

The Company projected that, upon completion of fundraising in the third quarter of 2022, it would be able to fully finance the acquisition of machinery and equipment for the Tongluo Fab. The total amount allocated by the Company for the purchase of machinery and equipment for the Tongluo Fab is US\$3,092,190,000 (calculated at a tentative exchange rate of NT\$29.7:US\$1, equivalent to approximately NT\$91,838,038,000). This investment is primarily intended to meet overall semiconductor market demand and to meet needs for the Company's long-term operational development. The Company initially planned to establish a production line at the Tongluo Fab with a monthly capacity of 32,000 wafers. Equipment procurement for this project began at the end of 2021. Acceptance was expected to commence in the fourth quarter of 2023, followed by stage-by-stage pilot production. The final installment is expected to be paid in the first quarter of 2026. Projected increases in profitability are provided in the table below. The estimated recovery period for this machinery and equipment investment was approximately 8.22 years.

Unit: Kpcs/NT\$ Thousand

Year	Item	Production volume	Sales volume	Operating revenue	Gross profit	Operating income
2023		-	-	-	(1,330,020)	(1,330,020)
2024		102	102		6,043,653 (2,377,320)	(2,860,813)
2025	Wafer	345	345	22,478,980	6,869,739	5,071,420
2026	Foundry	384	384	24,796,161	8,143,067	6,159,374
2027		384	384	24,548,200	7,895,105	5,931,249
2028		384	384	24,302,718	7,649,623	5,705,406

Source: Provided by the Company.

Note: From 2028 onward, operations are assumed to remain at the 2028 operating level.

3)Actual implementation status and benefit evaluation

The Company's 2022 Issuance of Overseas Depositary Receipts Sponsored via Cash Capital Increase Plan through New Shares completed fundraising on August 2, 2022, with actual proceeds received amounting to US\$403,411,000. In alignment with adjustments to its production capacity planning, the Company has deferred the equipment procurement schedule.

						Unit: NT\$ Thousand
				Amount utilized as of Q4 2025	Progress ahead
						or behind
Item	Implementation status				Equivalent	schedule,
			USD	NTD	to NT\$	reasons, and
					(note)	improvement
						plans
Tongluo fab		Estimated	2,993,107	-	88,895,308	In alignment
machinery	Amount spent	Actual	1,538,347	6,242,680	51,931,585	with
and	Implementation	Estimated	96.79	-	96.79	adjustments to
equipment	progress (%)	Actual	49.75	6.79	56.54	the
		Estimated	2,993,107	-	88,895,308	Company's
	Amount spent	Actual	1,538,347	6,242,680	51,931,585	production
		Estimated	96.79	-	96.79	capacity
Total						planning, the
	Implementation					equipment
	progress (%)	Actual	49.75	6.79	56.54	procurement
						schedule has
						been deferred.

Source: Provided by the Company.

Note: Estimated based on an exchange rate of NT\$29.7:US\$1.

4)Utilization of unspent funds and reasonableness

The Company completed fundraising for its Issuance of Overseas Depositary Receipts Sponsored via Cash Capital Increase through New Shares on August 2, 2022, with actual proceeds received amounting to US\$403,411,000. In response to changes in market conditions and in alignment with its production capacity planning, the Company has flexibly adjusted the equipment procurement schedule. As of December 31, 2025, cumulative payments made for machinery and equipment for the Tongluo Fab amounted to approximately US\$1,538,347,000.

Of the aforementioned procurement payments, US\$403,411,000 in funding came from proceeds raised in this offering, while the remaining approximately US\$1,134,936,000 was financed through the Company's internal funds and bank borrowings. In summary, the proceeds raised in this offering have been fully utilized in accordance with the original plan.

2.Amended plan

(1)Rationale and necessity for the plan amendment

The Company's original fundraising plan was intended to finance the acquisition of Phase I

machinery and equipment for the Tongluo Fab, with the objective of expanding production capacity and enhancing international competitiveness. However, amid the global environment of high inflation and elevated interest rates, downstream demand for consumer electronics has weakened. At the same time, industry peers in China have aggressively expanded mature process capacity and adopted price-competition strategies, resulting in significant changes to the industry's supply-demand dynamics. Although the Company has flexibly adjusted our product mix and equipment procurement strategy, shifting toward development for AI-related applications, the Tongluo Fab has yet to achieve economies of scale and is subject to relatively high depreciation and amortization burdens, thereby constraining profitability momentum.

In light of the surge in AI application-driven memory market demand, and in order to reduce asset depreciation pressure, accelerate process technology advancement, and strengthen our financial structure, the Company's Board of Directors resolved on February 10, 2026, to dispose of the Tongluo Fab and its related facilities (excluding production-related machinery and equipment) to Micron Technology, Inc., on behalf of itself and its worldwide subsidiaries and affiliates. In connection with this asset disposal, the Company is expected that after the remaining balance is paid in the second quarter of 2026, all machinery and equipment procurement activities will be formally stopped at the Tongluo Fab.

In summary, this change to the plan for the use of proceeds is based on prudent consideration of the dramatic changes in the industry environment and operating performance falling short of expectations. The disposal of underperforming assets will optimize capital utilization, alleviate depreciation burdens, and improve the Company's financial structure, as well as also better concentrating resources on high-core-competency areas such as AI memory. This is why this change to the plan is both reasonable and necessary. A table comparing total funds required before and after change is given below.

				Unit: NT\$ Thousand
Item	Currency	Total funds required	Difference
		before change	after change
Tongluo fab machinery and equipment	USD	3,092,190,000	1,778,636,000	(1,313,554,000)
	NTD	91,838,038,000	52,825,499,000	(39,012,539,000)
Total	USD	3,092,190,000	1,778,636,000	(1,313,554,000)
	NTD	91,838,038,000	52,825,499,000	(39,012,539,000)

Before and after change plan comparison table

Source: Provided by the Company.

Note: Estimated based on the exchange rate of NT\$29.7:US\$1 applied at the time of the GDR application.

(2)After change project and schedule for fund usage

Item		Total funds required		2025	2026
	Expected date of completion			As of Q4	Q1	Q2
				(Actual)	(Estimated)	(Estimated)
Tongluo fab		USD	1,778,636	1,748,538	29,264	834
machinery and equipment	Q2 2026	NTD	52,825,499	51,931,585	869,134	24,780

Source: Provided by the Company.

The proceeds raised in this offering have been fully utilized in accordance with the original plan. In response to adjustments in our operational strategy and in connection with the disposal of the Tongluo Fab, the Company has concurrently terminated the Tongluo Fab construction project. With respect to the existing resources of the Tongluo Fab, the Company has adopted a phased disposition approach, integrating core personnel, key equipment, and high value-added

product lines into our existing fabrication facilities. Through a strategy of retaining the strongest assets and eliminating underperforming ones, the Company aims to accelerate replacement for outdated equipment and reduce low-margin product lines. This approach is intended to decrease reliance on the mature-process foundry market and further optimize the Company's product portfolio and profitability structure.

(3)Expected after change benefits

After the plan is changed, the Company will be able to alleviate the substantial depreciation burden incurred during the Tongluo Fab's initial phase, when economies of scale had yet to be realized. By revitalizing asset disposal, we expect to significantly improve asset turnover and strengthen cash flow. In addition, the Company's strategic shift toward advanced technology development will facilitate our entry into the high-performance computing market, thereby enhancing long-term shareholder value and reinforcing our competitive position within the industry.

Under the amended plan, the total amount for the purchase of machinery and equipment for the Tongluo Fab is NT\$52,825,499,000 (equivalent to c. US\$1,778,636,000 at an exchange rate of NT\$29.7:US\$1). This investment is aligned with semiconductor market demand and the Company's long-term strategic initiatives. As of the end of 2025, cumulative investment in such machinery and equipment amounted to NT\$51,931,585,000 (equivalent to US\$1,748,538,000), with the balance expected to be fully paid in the second quarter of 2026.

To optimize production base allocation, the procured machinery and equipment will be relocated in phases from the Tongluo Fab to our existing facilities in Hsinchu for integration. Upon completion, we project that centralized management of our production bases will more effectively drive revenue contribution and enhance operational synergies. Based on an evaluation of post-transfer capacity benefits and product portfolio optimization effects, the estimated recovery period for this machinery and equipment investment is approximately 14.35 years. Projected future profitability and benefit details are summarized in the table below:

Year	Sales volume	Operating revenue	Gross profit	Net operating
				income
2025	260	7,476,200	(245,899)	(953,534)
2026	269	8,411,220	1,021,587	1,586,294
2027	268	9,032,316	1,241,478	(187,147)
2028	265	8,891,479	1,667,296	186,864
2029	252	8,344,550	1,502,945	(77,505)
2030	249	8,160,409	1,617,255	111,829
2031	249	8,157,857	1,694,144	173,956
2032	249	8,199,769	1,717,377	197,190
2033	249	8,199,769	1,717,377	197,190
2034	249	8,199,769	1,717,377	197,190
2035	249	8,199,769	1,717,377	197,190
2036	249	8,199,769	1,717,377	197,190
2037	249	8,199,769	1,717,377	197,190
2038	249	8,199,769	1,717,377	197,190
2039	249	8,199,769	1,717,377	197,190

Unit: Kpcs/NT\$ Thousand

Source: Provided by the Company.

Note 1: From 2033 onward, operations are assumed to remain at the 2032 operating level.

Note 2: Depreciation is calculated using the straight-line method based on the average useful life of the equipment.

Note 3: Changes in sales volume are mainly attributable to adjustments in product mix.

				Unit: NT\$ Thousand
Year	Net operating	Depreciation	Cash flow (A+B)	Cumulative cash
	income (A)	expense (B)		flow
2025	(953,534)	3,521,700	2,568,166	2,568,166
2026	1,586,294	3,521,700	5,107,994	7,676,160
2027	(187,147)	3,521,700	3,334,553	11,010,713
2028	186,864	3,521,700	3,708,564	14,719,278
2029	(77,505)	3,521,700	3,444,195	18,163,473
2030	111,829	3,521,700	3,633,529	21,797,001
2031	173,956	3,521,700	3,695,656	25,492,658
2032	197,190	3,521,700	3,718,889	29,211,547
2033	197,190	3,521,700	3,718,889	32,930,436
2034	197,190	3,521,700	3,718,889	36,649,326
2035	197,190	3,521,700	3,718,889	40,368,215
2036	197,190	3,521,700	3,718,889	44,087,105
2037	197,190	3,521,700	3,718,889	47,805,994
2038	197,190	3,521,700	3,718,889	51,524,884
2039	197,190	3,521,700	3,718,889	55,243,773

Estimated Payback Period

Source: Provided by the Company.

Note 1: The depreciation period is 15 years, calculated based on the average useful life of the equipment using the straight-line method.

Note 2: From 2033 onward, operations are assumed to remain at the 2032 operating level.

For the estimation of future benefits presented in the above table, the Company has taken into consideration industry prospects, current operating conditions, the timeline for equipment relocation, and the synergies arising from product portfolio optimization. Depreciation and operating costs have been recognized in accordance with accounting principles. Based on a total investment amount of NT\$52,162,943,000 for machinery and equipment acquired under this plan, the estimated recovery period is approximately 14.35 years. Upon evaluation, we consider the underlying assumptions to be consistent with the Company's long-term development strategy, and we deem the projected benefits to be reasonable.

(4)Impact of the plan change on shareholder equity

This plan change has been made to align with the Company's strategic transformation. In connection with the disposal of the Tongluo Fab, the Company has also decided to terminate the original construction project of the Tongluo Fab. This action will enhance asset allocation efficiency and improve asset turnover, while alleviating adverse impacts from depreciation on earnings. The Company intends to leverage this opportunity to reorganize our resources, eliminate underperforming production lines, and shift toward product portfolios with higher growth momentum, thereby mitigating risks associated with fluctuations in the mature-process market. Overall, these measures will help strengthen the Company's financial structure, enhance the efficiency of resource utilization, and have a positive impact on shareholder equity.

List of Candidates for the 10th Term Directors (including Independent Directors)

Title	Name	Education	Experience	Shareholdings	Nominee
Director	Frank Huang	M.D., Mount Sinai School of Medicine, New York University	Chairman and CEO of Powerchip Semiconductor Manufacturing Corporation Chairman of Powerchip Group Technology/Strategy Officer of Powerchip Technology Corporation	115,881,202
Director	Zei-Li Investment Corporation Representative: Brian Shieh	PhD degree in Electrical Engineering, University of Cincinnati, Ohio	Vice Chairman of Powerchip Semiconductor Manufacturing Corporation Deputy CEO and Chief Technology Advisor of Powerchip Technology Corporation Director of Powerchip Technology Corporation	6,000,000
Director	Novax Technologies, Inc. Representative: Wen-Liang Chen	Ph.D. in Applied Physics, Yale University, USA	Chairman , CEO and CTO of AP Memory Senior R&D Manager of Cypress Semiconductor Corporation, USA President of Cascade Semiconductor Corporation, USA	7,000,000	The BOD of PSMC
Director	Jendan Investment Inc. Representative: Martin Chu	Master degree in Industrial Engineering, Pennsylvania State University	President of Powerchip Semiconductor Manufacturing Corporation General Manager of Foundry Business Unit of Powerchip Technology Corporation President of Maxchip Electronics Corporation	16,451,676
Director	Powerchip Investment Holding Corporation Representative: Milton Shieh	Master degree in Graduate Institute of Business Administration, National Taiwan University	President of Powerchip Investment Holding Corporation Vice President of Powerchip Technology Corporation Vice President of Powerchip Semiconductor Manufacturing Corporation	826,986,370

Title	Name	Education	Experience	Shareholdings	Nominee
Independent Director	Jia-Lin Chang	PhD degree in Electrical Engineering, Princeton University MBA of the Wharton School, University of Pennsylvania	Chairman of Changing. AI Inc. Chairman of Changing. AI Insurance Inc. Chairman of WonderFull Inc. Global partner of the Goldman Sachs Group, Inc. President of HTC Corporation Semiconductor engineer of Motorola, Inc.	0
Independent Director	Chong-Yu Wu	PhD degree in Electronics Engineering, National Chiao Tung University	Chairman and CTO of A-Neuron Electronic Corporation Independent Director of MediaTek Inc. Director of Amazing Microelectronic Corporation Former President, National Chiao Tung University Emeritus Professor, National Chiao Tung University Independent Director of Amazing Microelectronic Corporation Independent Director of Leadtrend Techonlogy Corporation	0	The BOD
Independent Director	Shu Ye	PhD degree in Accounting, University of California, Los Angeles	Independent Director of GEM Services, Inc. Adjunct Professor of the Department of Accounting, National Taiwan University CFO, Executive Vice President and Independent Director of Chunghwa Telecom Co., Ltd. Independent Director of AP Memory Technology Corporation Professor of the Department of Accounting, National Taiwan University	41,222	of PSMC
Independent Director	Chun-Shen Chen	Master degree in Business Administration, Missouri Columbia	Chairman and CEO of Acer Incorporated Global President and CEO of Acer	0

Title	Name	Education	Experience	Shareholdings
		University	Incorporated Senior Vice President of Global Sales and Marketing of TSMC Vice President of Business Development of TSMC Global Vice President of Sales and Marketing of Intel Corporation
Independent Director	Shih-Lun Tsao	Executive Master of Business Administration, National Taiwan University Master of Business Administration, Baruch College - The City University of New York	Global Chief Marketing Officer and President of Taiwan, SEMI Director of Ye Slang Enterprise Co., Ltd. Master of Business Administration, Baruch College - The City University of New York Chief Executive officer of Southeast Asia, SEMI Director and President of International Data Corporation of Taiwan	0
Independent Director	Grace Lee	Ph.D. and Master degree in Business Administration, National Chengchi University Department of Economics, National Taiwan University	Independent Director of Jianhan Technology Co., Ltd. Director of Jianhan Technology Co., Ltd. Supervisor of Hongchin Corporation Director of FIH Mobile Ltd. Chairman of Hongfujin Precision Electronics (Chengdu) Co., Ltd. Chairman of Hongfucheng Precision Electronics (Chengdu) Co., Ltd. Executive Director of Hongfucheng Technology (Tianjin) Co., Ltd. Director of Foxconn Education Foundation	20,000

Non-Compete Status of the 10th Term of Directors

Title	Name	Other Position
		Chairman of Aerovision Avionics, Inc.
		Chairman of Syntronix Corporation
		Chairman of Zei-Li Investment Corporation
		Chairman of Teknowledge Development Corporation
		Chairman of Biogate Precision Medicine Corporation
		Chairman of Skyvision Aviation Corporation
		Chairman of Powerchip Investment Holding Corporation
		Chairman of Powerax Quantum Electronic Corporation
		Chairman of Retronix Technology Inc.
Director	Frank Huang	Chairman of Powerchip Micro Device Corporation
		Chairman of Biorex Rejuvenate Medical Technology
		Corporation
		Director of AI Memory Corporation
		Director of Optigate Quantum Technology Inc.
		Chairman of Powerchip Cultural Foundation
		Chairman of Powerchip Environmental Protection Foundation
		Director of Li-Ren Education Foundation
		Managing Director of Sinocon Industrial Standards Foundation
	Zei-Li	Director of Syntronix Corporation
Institution Director	Investment	Director of Novax Technologies, Inc.
	Corporation	Director of Biogate Precision Medicine Corporation
	Novax	Chiarman of Optigate Quantum Technology Inc.
		Chiarman of Synage Technology Corporation
Institution Director	Technologies,	Director of Teknowledge Development Corporation
	Inc.	Director of Beautimode Corporation
		Director of Retronix Technology Inc.
		Director of AI Memory Corporation
		Chairman of Deutron Electronics Corporation
	Jendan	Director of Trendforce Corp.
Institution Director		Director of Hiyes International Co., Ltd.
	Investment Inc.	Director of Beautimode Corporation
		Director of Biogate Precision Medicine Corporation Director of Powerchip Investment Holding Corporation
		Chairman of Li Hsin Investment Corp.
		Chairman of Quantum Vision Corp.
		Chairman of Universal Venture Fund, Inc.
		Chairman of Powercoin Technology Corporation
	Powerchip	Chairman of Syntronix Corporation
	Investment	Chairman of Power World Fund, Inc.
Institution Director	Holding	Chairman of Retronix Technology Inc.
	Corporation	Director of Powerchip Micro Device Corporation
		Director of Optigate Quantum Technology Inc.
		Director of Smart Art Corporation
		Director of Novax Technologies, Inc.
		Director of AI Memory Corporation

Title	Name	Other Position
		Director of Innostar service Inc.
		Director of Skyvision Aviation Corporation
		Director of Powerax Quantum Electronic Corporation
		Director of Poly-Magic Materials Corporation
Representative of Institution Director	Brian Shieh	Director of AI Memory Corporation
Representative of Institution Director	Wen-Liang Chen	Chairman of AP Memory Director of AI Memory Corporation Director of AP Memory Corp., USA Director of VIVR Corporation Director of Onecent Technology Ltd. Director of HamminX Ltd. Legal Representative of VIVR Corporation, Taiwan Branch
Representative of Institution Director	Martin Chu	Director of PSMC Japan Corp.
Representative of Institution Director	Milton Shieh	Director of Powerchip Investment Holding Corporation Director of Power World Fund, Inc. Director of AP Memory Director of Biogate Precision Medicine Corporation Director of Syntronix Corporation Director of Powercoin Technology Corporation Director of Elite Semiconduvtor Microelectronics Technology Inc. Director of Powerax Quantum Electronic Corporation Director of Powerchip Micro Device Corporation Director of Skyvision Aviation Corporation Director of Innostar service Inc. Director of Retronix Technology Inc. Director of AI Memory Corporation Director of Daikawakenn Technology., Ltd. Director of Deutron Japan Director of Poly-Magic Materials Corporation Director of Retronix Japan Director of Icatch Technology, Inc.
Independent Director	Jia-Lin Chang	Chairman of Changing. AI Inc. Chairman of Changing. AI Insurance Inc. Chairman of WonderFull Inc.
Independent Director	Chong-Yu Wu	Chairman of A-Neuron Electronic Corporation Independent Director of MediaTek Inc. Director of Amazing Microelectronic Corporation
Independent Director	Shu Ye	Independent Director of GEM Services, Inc.
Independent Director	Chun-Shen Chen	Chairman of Acer Incorporated Chairman of Weblink International Inc. Chairman of Acer E-Enabling Service Business Inc. Chairman of Acer Being Communication Inc. Chairman of Acer Its Inc.

Title	Name	Other Position
		Chairman of Acer Beingware Holding Inc.
		Chairman of Acer Asset Management Incorporated
		Chairman of Mu Zhen Financial Limited
		Chairman of Mu Shi Financial Limited
		Chairman of Acer Digital Service Co.
		Chairman of Acer SoftCapital Incorporated
		Director of FocalTech Systems Co., Ltd.
		Director of AOPEN Incorporated
		Director of Beijing Altos Computing Limited
		Director of Altos Computing Inc.
		Director of Acer Medical Inc.
		Director of Acer (Chongqing) Ltd.
		Director of Acer Being Signage Inc.
		Director of Acer Cloud Technology (Taiwan) Inc.
		Director of Acer Computer (Shanghai) Ltd.
		Director of Acer Cloud Technology (Chongqing) Ltd.
		Director of Acer Gaming Inc.
		Director of Acer Gadget Inc.
		Director of Pecer Bio-Medical Technology Incorporated
		Director of MPS Energy Inc.
		Director of Protrade Applied Materials Corp.
		Director of Yunchuan Enterprise Co., Ltd. Director of Acer America Corporation
		Director of Acer American Holdings Corp.
		Director of Acer Asia Pacific Sdn Bhd
		Director of Acer Cloud Technology Inc.
		Director of Acer Computer(Far East) Limited
		Director of Acer Europe SA
		Director of Acer European Holdings SA
		Director of Acer Holdings International, Incorporated
		Director of DropZone(Hong Kong) Limited
		Director of DropZone Holding Limited
		Director of Boardwalk Capital Holdings Limited
		Director of Acer Technology And Business Development Pte.
		Ltd.
		Global Chief Marketing Officer and President of Taiwan, SEMI
Independent Director	Shih-Lun Tsao	Director of Ye Slang Enterprise Co., Ltd.
Independent Director	Grace Lee	Independent Director of Jianhan Technology Co., Ltd.

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. To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Articles 21 and 41 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 2 : The qualifications for the independent directors of the company shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.

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

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

Basic requirements and values: Gender, age, nationality, and culture.
Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:

1. The ability to make judgments about operations.
1. Accounting and financial analysis ability.
1. Business management ability.
1. Crisis management ability.
1. Knowledge of the industry.
1. An international market perspective.
1. Leadership ability.
Decision-making ability.

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

The Board of Directors of the company shall consider adjusting its composition based on the results of performance evaluation.

Article 4 : 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 5 : 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 6 : 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 7 : 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.
Article 8 : The ballot boxes shall be prepared by the Board of Directors and publicly checked by the vote monitoring personnel before voting commences.
Article 9 : The voters shall fill in the "candidate" column the candidate's name. If the candidate is a government agency or a legal entity, the full name of the government agency or the legal entity or the name(s) of their representative(s) should be filled in the column. When there are several representatives, the name of the representative should be added separately.

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

When the number of directors falls bellow five due to the dismissal of a director for any reason. The Company shall hold a by-election to fill the vacancy at its next Shareholders Meeting. When the number of directors falls short by one third of the total number prescribed in the Company Articles of incorporation, the Company shall call special Shareholders Meeting within 60 days from the date of occurence to hold a by-election to till the vacancies.

When the number of independent director falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the next Shareholders Meeting to fill the vacancy. When the independent directors are dismissed en masse, a special Shareholders Meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

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

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

2.A blank ballot is placed in the ballot box.
3.The candidate whose name is entered in the ballot does not conform to the director candidate list.
4.Other words or marks are entered in addition to the number of voting rights allotted.
5.The writing is unclear and indecipherable or has been altered.
Article 11 : The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site.

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

Article 12 : The Board of Directors of the company shall issue notifications to the persons elected

as directors.

Article 13 : The matters not provided in this procedure shall be subject to the Company Law and related regulation.
Article 14 : These procedures, and any amendments hereto, shall be implemented after approval by a Shareholders Meeting.

Current Shareholding of the 9th of Directors
----------------------------------------------	--

			As of February 10, 2026
Title	Name	Shareholding	Ratio of the total number of issued shares (%)
Chairman	Frank Huang	115,881,202	2.74
Vice Chairman	Brian Shieh	2,807,029	0.07
Director	Powerchip Investment Holding Corporation Representative: Wen-Liang Chen	826,986,370	19.57
Director	Jendan Investment Inc. Representative: Martin Chu	16,451,676	0.39
Independent Director	Jia-Lin Chang	0	0.00
Independent Director	Chong-Yu Wu	0	0.00
Independent Director	Shu Ye	41,222	0.00
Independent Director	Chun-Shen Chen	0	0.00
Independent Director	Shih-Lun Tsao	0	0.00
	Shareholding of all directors	962,126,277	22.77
Shareholding of all independent directors		41,222	0.00

Note 1: As of February 10, 2026, the outstanding shares of the company were 4,243,803,715 shares.

Note 2: The number of independent directors of the Company exceeds half of all directors, and the Company has been established the Audit Committee; therefore, the legal percentage requirement for number of shares to be held by all directors and supervisors is not applicable.

Rules of Procedure for Shareholders Meetings

Article 1 : These Rules of Procedure for the Company's Shareholders Meetings are established pursuant to the provisions stipulated in Article 182-1 of the Company Act; except as otherwise provided by law, regulation, or the Company's Articles of Incorporation, Shareholders Meetings shall proceed in accordance with these Rules.
Article 2 : Shareholders as referred to in these Rules of Procedure means a shareholder himself/herself, as well as a proxy appointed by the shareholder in accordance with the laws.
Article 3 : For each Shareholders Meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the company and stating the scope of the proxy's authorization. Proxy matters shall proceed pursuant to the provisions stipulated in Article 177 of the Company Act.

The Company shall specify in its Shareholders Meeting notices the time during which shareholder, solicitors and proxies (collectively "shareholders") attendance registrations will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholders attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. For virtual Shareholders Meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the Shareholders Meeting in person.

Shareholders shall attend Shareholders Meetings based on attendance cards, sign-in cards, or other certificates of attendance.

The Company may not arbitrarily requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

The company 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.

The number of shares represented by shareholders attending the meeting shall be calculated in accordance with the attendance book or attendance cards submitted by the shareholders. The shareholder shall equip the attendance card.

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

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

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

Article 3-1 : To convene a virtual Shareholders Meeting, the Company shall include the follow particulars in the Shareholders Meeting notice:

1.How shareholders attend the virtual meeting and exercise their rights.

2.Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure

events, at least covering the following particulars:

(1)To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
(2)Shareholders not having registered to attend the affected virtual Shareholders Meeting shall not attend the postponed or resumed session.
(3)In case of a hybrid Shareholders Meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual Shareholders Meeting online, meets the minimum legal requirement for a shareholder meeting, then the Shareholders Meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that Shareholders Meeting.
(4)Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
3.To convene a virtual-only Shareholders Meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual Shareholders Meeting online shall be specified. Unless otherwise required by the Regulations Governing the Administration of Shareholder Services of Public Companies, Article 40-9, Paragraph 6, shareholders shall at minimum be provided with connectivity equipment and the necessary assistance, and the period for shareholders to apply to the company as well as other guidelines shall be stated.
Article 4 : Attendance and voting at a Shareholders Meeting 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 sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.
Article 5 : Unless otherwise provided by law and regulation, the Company's Shareholders Meetings shall be convened by the Board of Directors.

In the event a virtual Shareholder Meeting, unless otherwise required by the Regulations Governing the Administration of Shareholder Services of Public Companies, the video meeting shall be held in accordance with the Articles of Incorporation. Resolutions of the Board of Directors shall be adopted by agreement of the majority of directors attending the video shareholders' meeting, provided they represent more than two-thirds of the total Board of Directors.

Changes to how the Company convenes its Shareholders Meeting shall be resolved by the Board of Directors, and shall be made no later than mailing of the Shareholders Meeting notice.

The Company shall prepare electronic versions of the Shareholders Meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, Shareholders Meeting agenda, supplemental meeting materials, 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. In addition, 15 days before the date of the special Shareholders Meeting, the company shall also have prepared the Shareholders Meeting Proposal and supplemental meeting materials and made them available for review by shareholders at any time. The meeting Proposal and supplemental

materials shall also be displayed at the Company and the professional shareholder services agent.

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

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

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

Election or dismissal of directors; amendments to the Articles of Incorporation; reduction of capital; application for the approval of ceasing its status as a public company; approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation; or any matter under Article 185, paragraph 1 of the Company Act, Article 26-1 and Article 43-6 of the Securities Exchange Act, Article 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.

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

A shareholder holding one percent or more of the total number of issued shares may submit to the Company a proposal in written for discussion at a regular Shareholders Meeting. The number of items so proposed is limited to one only and no proposal containing more than one item will be included in the meeting Proposal.

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 Proposal. A shareholder may propose a recommendation for urging the Company to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting Proposal.

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

Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting Proposal. 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, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At

the Shareholders Meeting, the Board of Directors shall explain reasons for exclusion of any shareholder proposals not included in the Proposal. 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. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

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

Beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the Shareholders Meeting, and the voting and vote counting procedures.

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

Where a Shareholders Meeting is held online, the Company shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the company, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.

The information and audio and video recording in the preceding paragraph shall be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.

In case of a virtual Shareholders Meeting, the Company is advised to audio and video record the back-end operation interface of the virtual meeting platform.

Article 6 : If a Shareholders Meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman. When the Chairman is absent or for any reason unable to exercise the powers of the Chairman, his/her proxy shall proceed in accordance with the provisions stipulated in Article 208 of the Company Act.

When a director serves as the meeting 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 the 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 Chairman in person and attended by a majority of the directors, 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.

Article 7 : The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a Shareholders Meeting in a non-voting capacity.

Article 8 : Staff handling administrative affairs of a Shareholders Meeting shall wear an identification card or armbands.

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 the Company, the chair may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 9 : People who attend the Shareholders Meeting shall not bring anything which may harm to the safety of life, body, freedom or property of others. During the Shareholders Meeting, the Chair may request police to keep the meeting place in order.
Article 10 : The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting.

However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. In the event of a virtual Shareholders Meeting, the Company shall also declare the meeting adjourned at the virtual meeting platform.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another Shareholders Meeting shall be convened within one month. In the event of a virtual Shareholders Meeting, shareholders intending to attend the meeting online shall re-register to the Company in accordance with Article 3.

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 11 : If a Shareholders Meeting is convened by the Board of Directors, the meeting Proposal shall be set by the Board of Directors. Votes shall be cast on each separate proposal in the Proposal (including extraordinary motions and amendments to the original proposals set out in the Proposal). The meeting shall proceed in the order set by the Proposal, 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 Proposal of the preceding two paragraphs (including extraordinary motions), except by a resolution of the Shareholders Meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the Board of Directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

Article 12 : 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 not to have spoken.

When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. Any proxy shall speak in accordance with the proxy form and the literature and advertisements for proxy solicitation. Except where otherwise provided in the laws and regulations, the shareholder consents to the speech and vote made by the proxy.

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.

Article 13 : 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 Proposal item, the chair may terminate the speech.
Article 14 : When a juristic person is appointed to attend as proxy, it may 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.

Article 15 : After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Where a virtual Shareholders Meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in Article 12 to 15, paragraphs 1 do not apply.

As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.

Article 16 : The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

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

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

Except as a special resolution otherwise provided in the Company Act, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the meeting chair. 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.

With the exception of a trust enterprise or a shareholder services agent approved by

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

Article 17 : When the Company 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 extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals.

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

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

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

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

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

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

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

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

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

When the Company convenes a hybrid Shareholders Meeting, if shareholders who have registered to attend the meeting online in accordance with Article 3 decide to attend the physical Shareholders Meeting in person, they shall revoke their registration two days before the Shareholders Meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the Shareholders Meeting online.

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

The election of directors at a Shareholders Meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected.

Article 18 : Matters relating to the resolutions of a Shareholders Meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting, and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

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

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

Where a virtual Shareholders Meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the Shareholders Meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall

also be included in the minutes.

When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only Shareholders Meeting online.

Article 19 : 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 Proposal have been addressed, the Shareholders Meeting may adopt a resolution to resume the meeting at another venue.

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

Article 20 : On the day of a Shareholders Meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the Shareholders Meeting. In the event a virtual Shareholders Meeting, the Company shall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

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

If matters put to a resolution at a Shareholders Meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange (or GTSM) regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 21 : In the event of a virtual Shareholders Meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
Article 22 : When the Company convenes a virtual-only Shareholders Meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.
Article 23 : In the event of a virtual Shareholders Meeting, the Company may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.

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

five days, in which case Article 182 of the Company Act shall not apply.

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

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

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

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

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

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

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

Article 24 : When convening a virtual-only Shareholders Meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual Shareholders Meeting online. Unless otherwise required by the Regulations Governing the Administration of Shareholder Services of Public Companies, Article 44-9, Paragraph 6, shareholders shall at minimum be provided with connectivity equipment and the necessary assistance, and the period for shareholders to apply to the company as well as other guidelines shall be stated.
Article 25 : 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.

Articles of Incorporation

	Section 1 General Principles
Article 1	: This Company shall be organized in accordance with the Company Act of the Republic of China (the "Company Act"). The name of the company shall be "力晶積
	成電子製造股份有限公司". The English name shall be Powerchip Semiconductor
	Manufacturing Corporation (hereinafter "the Company").
Article 2	: The field of business shall be:
	CC01080 Electronics Components Manufacturing
	F401010 International Trade
	I599990 Other Designing
	F601010 Intellectual Property Rights
	IG03010 Energy Technical Services (for operations outside of Hsinchu Science Park.)
	D101060 Self-usage power generation equipment utilizing renewable energy industry (for operations outside of Hsinchu Science Park.)
	[1. Research, development, production, manufacture, testing, packaging, foundry, and sale of a wide range of ICs.
	2. Import, export, and trade relating to businesses of the Company.
	3. Production, manufacture, testing, and packaging for a wide range of IC system products. (for operations outside of Hsinchu Science Park.)
	4. Repairing, development, manufacturing, and sale of semiconductor equipment parts and components.
	5. Research, development, design and sale of the following products:
	(1) ASIC technology integration service (2) Silicon IP design and service]
Article 3	: The Company, for its business need, may provide guarantees for third parties.
Article 4	: The investment by the Company in other businesses shall be made in accordance with resolutions of the Board of Directors. The total amount of the aforesaid investment shall not be limited to 40% of its paid-in capital as prescribed in Article 13 of the Company Act.
Article 5	: The Company has its head office in Hsinchu Science Park, Taiwan. Subject to the resolutions of the Board of Directors and the competent authority, the Company may, if necessary, set up representative offices and/or branches in and out of Republic of China.
Article 6	: Public notices of the Company shall be processed in accordance with Article 28 of the Company Act.

Section 2 Shares

Article 7 : The authorized capital of the Company shall be NT\$50,000,000,000, consisting of 5,000,000,000 shares of capital stock with a par value of NT\$ 10 each. The Board of Directors is authorized to issue any unissued shares in several installments up to the authorized capital amount. Of the total capital, NT\$5,000,000,000, consisting of 500,000,000 shares with a par value of NT\$10 each are reserved for issuance of employee stock options. The Board of Directors is authorized to issue the foregoing in several issues in accordance with the Company Act and relevant Acts and regulations. The employee stock options may be distributed to employees of controlled or affiliated companies who qualify in accordance with requirements specified by the Board of Directors.
Article 8 : For the shares to be issued to the Company, the Company may be exempted from

printing any share certificate for the shares issued.

For the shares to be issued in accordance with the provision of the preceding paragraph, the issuing company shall appoint a centralized securities custody enterprise/institution to make recordation of the issue of such shares.

Article 9 : Stock affairs of the company regarding transfer and/or assignment of share certificate, creation of pledge, report of lost share certificate, inheritance and gift concerning the shares, report of lost specimen chop, amendment to the aforesaid, and change of address shall be handled in accordance with relevant rules and the regulations prescribed by the competent authority.
Article 10 : All entries for transfer of shares shall be suspended within 60 days prior to each general meeting of the shareholders, or within 30 days prior to each special meeting of the shareholders, or within 5 days prior to the record date fixed for distribution of dividends, bonus or other benefits.

Section 3 Shareholders Meetings

Article 11 : Shareholders Meetings of the Company are of two kinds, namely, 1.General meetings, which shall be convened at least once per year; and 2.Special meetings, which shall be convened when deemed necessary. The general Shareholders Meeting shall be convened by the Board of Directors within six months after the end of each fiscal year.
Article 12 : A written notice to convene a general meeting of shareholders shall be given to each shareholder 30 days in advance, while a written notice to convene a special meeting of shareholders shall be given 15 days in advance. Shareholder(s) each with less than 1,000 shares, a public announcement may be made in place of the minutes. The written notice and the public announcement concerned shall state the purpose of the meeting.
Article 13 : Any shareholder representing one percent (1%) of the total issued shares may, during the general meeting of shareholders of the Company, propose up to one Proposal to the general meeting of shareholders. Any additional proposal(s) shall not be adopted. The relevant exercise shall be subject to the Company Act and relevant laws and regulations.
Article 13-1 : The Company's Shareholders Meeting may be held by video conference or other methods announced by the competent authority. The requirements, operating procedures, and other matters to be complied with for the adoption of video Shareholders Meeting shall be governed by the regulations of the competent authority if otherwise stipulated.
Article 14 : Unless otherwise provided in the Company Act, the quorum for all Shareholders Meetings shall be the presence of shareholders or their duly authorized proxies representing a majority of the total issued shares. All resolutions shall be passed by the concurrence of shareholders representing a majority of votes of the shareholders present.
Article 15 : The shareholders of the Company shall be entitled to one vote for each share. There is no voting right on the restricted stock or stock under Article 179, paragraph 2 of Company Act.
Article 16 : A shareholder who is unable to attend a Shareholders Meeting may authorize a proxy to attend the meeting and exercise rights on behalf of him/her in accordance with Article 177 of the Company Act. The proxy shall not be limited to shareholder of the company.

The regulations for authorizing proxies to attend meetings on behalf of Company shareholders shall comply with Article 177 of the Company Act and Article 25-1 of Securities and Exchange Law; it shall also be handled in accordance with the

Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies announced by the competent authority.

Article 17 : The Company shall provide shareholders with writing or electronically methods for exercising their voting power in Shareholders Meetings; that is, shareholders shall be able to exercise their voting power in writing or by means of electronic transmission. Shareholders, who exercise their voting rights electronically, shall be deemed as attending the Shareholders Meeting in persons. Related affairs shall be conducted in accordance with the relevant laws and regulations.
Article 18 : Shareholders Meetings shall be called by the Board of Directors and shall be presided by the Chairman of the Board of Directors ("Chairman"). If the Chairman is absent, he/she shall designate a deputy. In the absence of such designation, the directors shall elect one deputy for such meeting. If the Shareholders Meeting is called by another person that is entitled to do so, such person shall preside over the meeting. If there are two or more qualified persons, one chairman shall be elected by and among those persons.
Article 19 : Resolutions adopted at a meeting of shareholders shall be recorded in the minutes and signed and sealed by the Chairperson of the Shareholders Meeting. The minutes shall be forwarded to each shareholder within twenty (20) days after the meeting. The preceding distribution of Shareholders Meeting minutes, a public announcement may be made in place of the minutes. The minutes shall be kept by the Company together with proxies and the signing list of shareholders present at the meeting.
Article 19-1 : Once shares have been publicly issued, the Company shall not apply to cease its status as a public company without a resolution by Shareholders Meetings. Such status shall also not be changed during any period when the Company stock is traded on the overthe-counter market or listed on a stock exchange.

Section 4 Directors and Audit Committee

Article 20 : The Company shall have five (5) to thirteen (13) directors to be elected by the shareholders' meeting from a candidate roster. The percentage of the total number of shares held by all the directors shall confirm to the standards prescribed in the competent authority.

The Company may take out liability insurance for directors and important employees with respect to liabilities resulting from exercising their duties during their terms of occupancy; the Board of Directors is authorized to determine the insurance amount and other such matters.

Article 20-1 : The election of the Company's directors shall be nominated by a slate consisting exclusively of candidates and elected by the general meeting of shareholders. The number of independent directors shall not be less than three (3) and no less than onethird of the Board of Directors. The professional qualifications, shareholding, limitations on dual representations, nominations, elections, and other matters of concern shall be subject to relevant laws and regulations by the authority administering securities.
Article 20-2 : In compliance with Article 14-4 of the Securities and Exchange Law, the Company shall establish an audit committee, which shall consist of all independent directors. Audit committee members shall not be fewer than three persons in number; one of them shall be the convener, and at least one of them shall have accounting or financial expertise.

The number of members, term of offices, powers and authorities, rules governing the proceedings of meetings, and the resources the Company shall provide for their exercising of powers and authorities shall be further provided in the audit committee charter.

Article 21 : The directors shall serve for a term of three (3) years and may continue to serve if reelected, subject to the limitations imposed by relevant laws, rules and regulations regarding the tenure limits of independent directors.
Article 22 : Unless otherwise provided by the Company Act, the quorum for all meetings of the Board of Directors shall be the presence of a majority of directors. All resolutions shall be passed by a majority vote of the directors present Company Act.
Article 23 : The Chairman shall be elected from among the directors by a majority vote at a meeting attended by two-thirds or more of the directors. The Chairman shall externally represent the Company. There may be one Vice Chairman of the Board of Directors to assist the Chairman.
Article 24 : The meetings of the Board of Directors shall be called by the Chairman, provided that the first board meeting of each term shall be convened within 15 days after the reelection by the director who was elected with the greatest number of votes. The notice for the meetings of the Board of Directors shall state the time, place, and Proposal of the meetings, and shall be sent to each director 7 days prior to the meetings, provided that in case of emergency, the meetings of the Board of Directors may be convened when deemed necessary.

The aforementioned meeting notice shall be notified in writing or via facsimile and email.

Article 25 : The Chairman shall preside at the meeting of the Board of Directors. The Chairman shall be authorized to sign legal documents in accordance with resolutions of the board meetings in the name of the Company and on behalf of the Company. The Chairman shall, in accordance with resolutions of the board meetings and, during adjournment of the meeting of Board of Directors based on the purpose of the Company, represent the Board of Directors to engage in all conducts. In the absence of the Chairman of the Board of Directors, a Deputy Chairperson shall be designated or elected from among the directors to act in lieu of him pursuant to Article 208 of the Company Act.
Article 26 : A director may appoint in writing another director as his/her proxy to attend the board meeting and exercise voting rights on all matters proposed for resolution in the meeting. The aforesaid proxy shall accept the appointment of one director only. Where a Board meeting is held by videoconference, a director attending the videoconference shall be deemed as present in person.

The preparation and distribution of the minutes of the Board meeting as required in paragraph 1 may be effected by means of electronic transmission.

Article 27 : In the event where the posts of one-third of the directors have been vacated, the Board of Directors shall convene within 60 days a Shareholders Meeting to elect substitutes to fill the vacancies. With exception for a re-election of all directors, the term for newly elected directors shall expire upon expiration of the term of the predecessor directors.
Article 28 : The functions and powers of the Board of Directors are as follows: to prepare business plan;
to recommend distribution of profits or covering of losses;
to recommend increase or decrease of capital;
to propose amendment to the Articles of Incorporation;
to approve important contracts;
to appoint and discharge managers of the company;
to establish and close branches and representative offices of the company;
to plan budget and closing of books;
to make decisions on trading of real estate and investment in other businesses;

to exercise other functions and powers in accordance with the Company Act or as authorized by the Shareholders Meeting.

Article 29 : The Chairman and directors shall be remunerated in accordance with their respective involvement and contribution regarding business operation of the Company, and in an amount comparable with that offered by others in the same industry.

Section 5 Managers

Article 30 : The Company shall have one chief executive officer, one vice chief executive officer, and several managers, whose appointment, discharge, and remuneration shall be handled in accordance with Article 29 of the Company Act and other related regulations.
Article 31 : The managers shall, under direction of the Board of Directors and in accordance of the Articles of Incorporation, handle and be authorized to sign up all business matters of the Company, and have the authority to appoint and discharge personnel not covered in Item 6, Paragraph 1 of Article 28 of these Articles.

Section 6 Accounting

Article 32 : The fiscal year of the Company shall commence from January 1 and end on December 31 of the same year. The Board of Directors shall close the books at the end of each fiscal year and prepare the following listed statements to the general meeting of the shareholders for acknowledgement:

Business report;

Financial statements;

Plan for distribution of profits or covering of losses.

Article 33 : Out of the Company's annual pre-tax profit, prior to deducting distributions for employees and directors, no less than 5% shall be set aside as employee compensation and no more than 3% as director compensation. However, if there are accumulated losses, coverage for the accumulated losses shall first be set aside.

Of the employee compensation mentioned in the preceding, no less than 35% shall be allocated to non-executive employees.

The employee compensation provided may be made in the form of stock or cash. Employee compensation shall also be distributed to employees of controlled or affiliated companies who meet specific requirements stipulated by the Board of Directors. Director compensation mentioned above shall be distributed solely in cash.

The preceding three forms of compensation shall be executed pursuant to resolutions adopted by the Board of Directors, and shall be reported to the Shareholders Meeting.

Article 34 : The Company's distribution of surplus earnings or make up of losses may be done after at the end of each semi-annual accounting period.

If the Company has surplus earning of each semi-annual accounting period, it shall estimate and reserve the taxes and dues to be paid, the losses to be covered and set aside 10% of the earnings as legal reserve; unless, when the legal reserve has reached the Company's total paid-in capital. After that, the special reserve shall be set aside or reversed pursuant to the laws or the competent authority's regulations. The remaining balance joint plus the accumulated undistributed surplus earnings from the preceding of the previous semi-accounting year shall be a bonus for shareholders; the Board of Directors shall submit a proposal for distribution of surplus earnings or make up of losses. In the event that the distribution is to be made via issuing new shares, such proposal shall be submitted to the Shareholders Meeting for resolution. After becoming a public company, when the distribution of dividends and bonuses or legal reserve and capital reserve is in whole or in part to be paid in cash, the Board of Directors is authorized to execute such after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended at least by two-thirds of

the total number of directors; a report regarding such distribution shall also be submitted to the Shareholders Meeting. The Company's dividend policy shall take into consideration factors such as the Company's current and future development plans, the investment environment, capital needs, and the status of domestic and overseas competitors, as well as benefits to shareholders. The Board of Directors shall prepare the distribution proposal and submit it to the Shareholders Meeting pursuant to the law. With respect to the distribution of dividends, cash dividends distributed to shareholders shall be 10%–100% of total dividends to shareholders, and stock dividends distributed to shareholders shall be 0%–90% of total dividends to shareholders.

Section 7 Supplementary Regulations

Article 35 : For matters not covered herein, provisions in the Company Act shall govern.
Article 36 : These Articles of Incorporation were enacted on April 1, 2008.

The 1st amendment was made on April 18, 2008.

The 2nd amendment was made on July 1, 2010.

The 3rd amendment was made on June 27, 2012.

The 4th amendment was made on January 12, 2016.

The 5th amendment was made on September 4, 2018.

The 6th amendment was made on March 12, 2019.

The 7th amendment was made on May 7, 2019.

The 8th amendment was made on November 13, 2019.

The 9th amendment was made on November 24, 2020.

The 10th amendment was made on July 2, 2021.

The 11th amendment was made on April 26, 2022.

The 12th amendment was made on May 30, 2023.

The 13th amendment was made on May 21, 2024.

The 14th amendment was made on May 27, 2025.

AI assistant

PSMC — AGM Information 2026

52625_rns_2026-04-24_1bd35449-91ab-4e51-8339-f73ef7c4f25e.pdf

Powerchip Semiconductor Manufacturing Corporation Handbook for the 2026 Annual Shareholders Meeting (Translation)

Important Disclaimer

Table of Contents

III. Appendices

Powerchip Semiconductor Manufacturing Corporation Meeting Procedure and Agenda for the 2026 Annual Shareholders Meeting

I. Call the Meeting to Order

II.Chairman Address

III.Reported Matters

IV.Acknowledged Matters

V. Matters for Discussion

VI.Election Matters

VII.Other Proposals

VIII. Extemporary Motions

IX.Adjournment

Reported Matters

Item 2 Proposed by the Board of Directors

Item 3 Proposed by the Board of Directors

Item 4 Proposed by the Board of Directors

Item 5 Proposed by the Board of Directors

Item 1 Proposed by the Board of Directors

Item 6 Proposed by the Board of Directors

Acknowledged Matters

Item 1 Proposed by the Board of Directors

Item 2 Proposed by the Board of Directors

Item 3 Proposed by the Board of Directors

Matters for Discussion

Item 1 Proposed by the Board of Directors

Election Matters

Item 1 Proposed by the Board of Directors

Other Proposals

Item 1 Proposed by the Board of Directors

Business Report

Audit Committee's Review Report

Powerchip Semiconductor Manufacturing Corp.

Chairman of Audit Committee:

2025 Directors' Remuneration

The Comparison Table for the "Corporate Governance Best Practice Principles" Of the Original and the Amended Articles

The Comparison Table for the "Sustainable Development Best Practice Principles" Of the Original and the Amended Articles

Deloitte.

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for Opinion

Key Audit Matters

Occurrence of Sales Revenue

Acceptance of Property, Plant and Equipment

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

Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements

Notice to Readers

PARENT COMPANY ONLY BALANCE SHEETSDECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE (LOSS) INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except Loss Per Share)

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

Deloitte.

INDEPENDENT AUDITORS' REPORT

Opinion

Basis for Opinion

Key Audit Matters

Occurrence of Sales Revenue

Acceptance of Property, Plant and Equipment

Other Matter

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

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

POWERCHIP SEMICONDUCTOR MANUFACTURING CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

POWERCHIP SEMICONDUCTOR MANUFACTURING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars, Except (Loss) Earnings Per Share)

POWERCHIP SEMICONDUCTOR MANUFACTURING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITYFOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024(In Thousands of New Taiwan Dollars, Unless Stated Otherswise)

POWERCHIP SEMICONDUCTOR MANUFACTURING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

Powerchip Semiconductor Manufacturing Corporation 2025 Earnings Distribution Table

Change Proposal Report for the issuance of new common shares to sponsor the issuance of GDR through ordinary shares in 2022

1.The reason for this project change

Before and after change plan comparison table

3.Expected after change benefits

Powerchip Semiconductor Manufacturing Corporation

PSMC AGM Information 2026

PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024 (In Thousands of New Taiwan Dollars)

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
(In Thousands of New Taiwan Dollars, Unless Stated Otherswise)