Raydium - AGM Information 2022 | FinancialReports.eu

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2022 Annual Shareholders’ Meeting Meeting Agenda

(Translation)

Date: May 30, 2022

Chapter	1 Meeting Procedures	1
Chapter	2 Meeting Agenda	2
I.	Report Items	3
II.	Recognition Items	6
III.	Discussion Items	7
IV.	Extemporary Motions	7
Chapter	3 Attachments
I.	Independent Auditors’ Report and 2021 Consolidated Financial Statements	8
II.	Independent Auditors’ Report and 2021 Parent Company Only Financial	16
	Statements
III.	2021 Earnings Distribution Table	23
IV.	Comparison Table for the Articles of Incorporation Before and After
		24
	Amendment
V.	Comparison Table for the Procedures for Acquisition or Disposal of Assets	25
	Before and After Amendment
VI.	Proposed Release of Directors and Representatives from Non-Competition	30
	Restriction
Chapter	4 Appendix
I.	Rules and Procedures of Shareholders’ Meeting	31
II.	Articles of Incorporation (Before Amendment)	35
III.	Procedures for Acquisition or Disposal of Assets (Before Amendment)	40
IV.	Shareholdings of Directors	54

Chapter 1 Meeting Procedures

Raydium Semiconductor Corporation 2022 Annual Shareholders’ Meeting Procedures

Call Meeting to Order
Chairman Remarks
Report Items
Recognition Items
Discussion Items
Extemporary Motions
Adjournment

Chapter 2 Meeting Agenda

Raydium Semiconductor Corporation

2022 Annual Shareholders’ Meeting Agenda

Time : 9:00 a.m. , Monday , May 30, 2022

Venue: Conference Room, No. 1, Gongye E. 2nd Rd., East Dist., Hsinchu Science Park Convening Method: Physical Shareholders' Meeting

I. Call Meeting to Order (Reporting attendance)
II. Chairman Remarks

III. Report Items

To report the business of 2021
To report the 2021 Audit Committee's review
To report 2021 employees’ profit sharing and directors’ compensation
To report 2021 earnings distribution

IV. Recognition Items

To recognize 2021 Business Report and Financial Statements
To recognize the proposal for the distribution of 2021 earnings

V. Discussion Items

To discuss the amendment to the “Articles of Incorporation”
To discuss the amendment to the “Procedures for Acquisition or Disposal of Assets”
To propose the release of directors and representatives from non-competition restriction

VI. Extemporary Motions

VII. Adjournment

Report Items

1. To report the business of 2021

2021 has continued the changes in the lifestyle since the epidemic in 2020. Different work styles began to emerge in various countries, industries and trades around the world. Remote work and online learning became daily life, and the high degree of digitization and advanced technology helped to build a zero-touch social environment. Taiwan's technology industry, especially the semiconductor industry, has experienced unprecedented prosperity based on the right time, right place, and right people. Right time: Demand for activation of the stay-at-home economy due to the epidemic; Right place: The supply chain has changed from a long chain to a short chain, and Taiwan has a complete semi-conductor industry cluster; Right people: Everyone is united in the fight against the epidemic. The Company has benefited from the general economy and the advantages of timing, location, and people, and has been able to seize the great business opportunities and achieve fruitful results in operational performance. Consolidated revenue for 2021 reached NT$24.834 billion, a 72.2% increase from the previous year; overall gross margin increased to 42.8% due to product mix optimization and cost shifting; consolidated net income for the year was NT$4.291 billion, an increase of 400.9% from the previous year.

In 2021, the Company entered the capital market with the completion of its IPO plan, marking a new milestone. This is a long way to go, and we will implement the guiding principles of sustainable development, promote the development of a sustainable environment, fulfill our corporate social responsibility, and implement a corporate governance culture to enhance our sustainable competitiveness.

With the corporate spirit of value focus and innovation, the Company has invested NT$4.274 billion in R&D in 2021, an increase of 115.2% over the previous year. We continue to invest in new-generation display technologies, building up our R&D strength and planning for long-term growth potential. In terms of product development, we continue to launch new generation 8K TV driver ICs for large display products, high refresh rate fast response gaming display and 4K/8K high end display driver ICs, and extremely narrow bezel high screen ratio laptop driver ICs to create high quality image visual enjoyment for users. As AMOLED panels continue to expand their penetration into small and medium-sized display products, they are being used in cell phones, tablets and wearable products, and continue to develop in larger sizes such as notebooks and smaller devices such as smart speakers and translation pens. With the advent of the high-speed transmission generation, the Company continues to introduce flexible AMOLED display driver ICs that support vertical (top and bottom) and horizontal (left and right) folding cell phones, as well as a new generation of cell phone display driver ICs with camera under display function, which are seamlessly integrated with the display panel to achieve a 100% full-screen display. AMOLED wearable product display trends are moving toward larger screens, higher resolution, integrated touch (TDDI) and power saving. We are rapidly introducing higher resolution, more power saving and new generation TDDI driver ICs to strengthen its market leadership in wearable

products. In-vehicle display products are driven by the smart and digitalized human-machine interface, leading to the increase of display size and quantity. In-vehicle TDDI products that incorporate touch can optimize the human-machine interface interaction.

In addition to our existing LCD and AMOLED product lines, we have also invested in the development of new generation display technologies such as Micro LED and Mini LED, and are committed to providing more complete solutions to our display panel customers. Through close interaction with customers, understanding their needs, and solving their pain points, we aim to enhance customer adhesion and build long-term relationships; at the same time, we are developing new supply chains for foundries and enhancing new process capabilities to establish a long-term partnership model and support the company's sustainable growth.

Looking forward to 2022, the semiconductor industry should retain its growth momentum. The Company will continue to launch products that meet customer needs, strive for more production capacity, and focus on and invest in the development and business opportunities of next-generation display technologies, in order to establish a long-term stable corporate development goal. The Company also aims to achieve sustainable development by building a good corporate governance culture, following laws and regulations, and balancing the interests of stakeholders. We hope that with the support of the shareholders, we will continue to provide encouragement and encouragement, and the team at Raydium will do its best to achieve success.

To all shareholders

Hope you are in good health. May all your wishes come true.

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Chairman: Hermit Huang President: Hermit Huang

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Chief Accounting Officer: Patty Lin

2. To report the 2021 Audit Committee's review

The Board of Directors has prepared the Company’s Business Report, Financial Statements, and Earnings Distribution Proposal for the year of 2021. Chien-Hui, Lu and Mei-Yu, Tseng, Certified Public Accountants of KPMG, have audited the Financial Statements. The 2021 Business Report, Financial Statements, and Earnings Distribution Proposal have been reviewed and determined to be correct and accurate by the Audit Committee of Raydium Semiconductor Corp. I, as the Chair of the Audit Committee, hereby submit this report according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

To: Raydium Semiconductor Corp. 2022 Annual Shareholders’ Meeting

Chair of the Audit Committee

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Wei-shun(Max) Cheng

February 24, 2022

3. To report 2021 employees’ profit sharing and directors’ compensation

The amount of employee compensation and remuneration for directors for 2021 is NT$892,707,468 and NT$48,254,458, respectively, which is the same as the amount of expenses recognized in 2021 and was fully paid in cash.

4. To report 2021 earnings distribution

In accordance with Article 19-1 of the Company's Articles of Incorporation, the Board of Directors is authorized to resolve to distribute dividends and bonuses, in whole or in part, in cash and report to the shareholders' meeting.
The net income after tax in 2021 is NT$4,290,981,001 and the distribution of cash dividends to shareholders is NT$3,413,485,170. The cash dividends shall be distributed in the amount of NT$45 per share and shall be unconditionally rounded down to the nearest dollar, with the decimal places adjusted from largest to smallest and account numbers adjusted from front to back to match the total amount of cash dividends distributed.
The chairman is authorized to determine the basis of dividend payment and the date of payment. In the event of any subsequent changes in the dividend distribution rate due to changes in the number of outstanding shares of the Company, the chairman is also authorized to adjust the dividend distribution rate in accordance with the actual number of outstanding ordinary shares of the Company on the basis of the dividend distribution.

Recognition Items

1. To recognize 2021 Business Report and Financial Statements (Proposed by the Board)

Explanation:

(1) The 2021 Financial Statements were audited by the independent auditors, Chien-Hui Lu and Mei-Yu Tseng, of KPMG.
(2) We hereby submit the Company’s Business Report and financial statements for 2021 to the Audit Committee for examination and completion, and issue an audit report thereon.
(3) Please refer to the Business Report (P.3), Audit Committee's Review Report (P.5), Attachments I to II (P.8-P.22) for the CPA’s Audit Report and Financial Statements.

Resolution:

2. To recognize the proposal for the distribution of 2021 earnings (Proposed by the Board)

Explanation: The Board of Directors has approved the 2021 Earnings Distribution and audited by the Audit Committee, please refer to Attachment III (P.23).

Resolution:

Discussion Items

1. To discuss the amendment to the “Articles of Incorporation” (Proposed by the Board) Explanation: In accordance with the laws and regulations and operational needs, it is proposed to amend some provisions of the Company's "Articles of Incorporation". Please refer to Attachment IV (P.24) for a comparison of the amended provisions.

Resolution:

2. To discuss the amendment to the “Procedures for Acquisition or Disposal of Assets” (Proposed by the Board)

Explanation: In accordance with the amendment of the Act, it is proposed to amend some provisions of the "Procedures for the Acquisition or Disposal of Assets" of the Company. Please refer to Attachment V (P.25-P.29) for a comparison of the amended provisions.

Resolution:

3. To propose the release of directors and representatives from non-competition restriction Explanation:

(1) The proposal to release the Company's directors and their representatives from the non-competition restriction is submitted for discussion.
(2) Since the directors of the Company may invest in or operate other companies with the same or similar business scope as the Company and serve as directors, the Company requests the approval of the shareholders' meeting to release the directors and their representatives from non-competition restriction, please refer to Attachment VI (P.30).

Resolution:

Extemporary Motions

Adjournment

Attachment I:

Independent Auditors’ Report and 2021 Consolidated Financial Statements

Independent Auditors' Report

To the Board of Directors of Raydium Semiconductor Corporation

Opinion

We have audited the consolidated financial statements of Raydium Semiconductor Corporation and its subsidiaries(“the Group”), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2021 and 2020, 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 with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”), and the former Standing Interpretations Committee (“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 Auditing and Attestation of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. 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. Based on our judgment, the key audit matters that should be disclosed in this audit report are as follows:

Valuation of Inventories

－ Please refer to Note 4(8)“Summary of Significant Accounting Policies Inventories”, Note 5“Major Sources of Accounting, Judgements, Estimations and Assumptions of Uncertainty” , and Note － 6(4)“Explanation of Significant Accounts Inventories, net”to the consolidated financial statements.

Description of key audit matters:

The costs of inventories in the Company's account may be written down to net realizable value as a result of normal wear, obsolescence or no sales value. Due to the launch of new products, the existing products may become obsolete and no longer meet market demands, which will result in significant changes in product demand and prices. The demand and prices of the existing products may drop and the Company is exposed to the risk that the costs of inventories may exceed their net realizable value. Therefore, the examination of inventory valuation has been identified as one of the key audit matters.

How the matter was addressed in our audit :

In relation to the key audit matter above, our principal audit procedures included reviewing the inventory aging reports to analyze the inventory movements, reviewing reports of the production and marketing meetings to assess inventory destocking, evaluating whether the valuation of inventories was in compliance with the Company's accounting policies, and performing a retrospective test of the inventory to verify the reasonableness of the sluggish loss.

Other Matter

Raydium Semiconductor Corporation has additionally prepared its parent-company-only financial statements as of and for the years ended December 31, 2021 and 2020, on which we have issued an unqualified 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 with the IFRSs, IASs, 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 Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

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

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 auditing standards generally accepted in 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 auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’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 Group to cease to continue as a going concern.
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 appropriate audit evidence regarding the financial information of the 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 Group audit. We remain solely responsible for our audit opinion.

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

We also provide those charged with governance with 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 consolidated financial statements for the year December 31, 2021 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.

KPMG

Chien-Hui Lu CPA: Mei-Yu Tseng Securities and Futures FSC Letter Commission Approval Jin-Guan-Zheng-Shen No. Document No.: 1040007866 (88) Tai-Cai-Zheng-Liu No. 18311 February 24, 2022

(English Translation of the Consolidated Financial Statements Originally Issued in Chinese)

Raydium Semiconductor Corporation and Subsidiaries

Consolidated Balance Sheets

December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2021 Amount ％ $ 6,882,986 36 328,773 2 10,302 - 2,886,391 15 3,348,049 17 990 - 2,142,405 11 1,055,870 6 229,226 1 16,884,992 88 400,659 2 444,093 2 10,182 - 335,828 2 97,142 1 465,867 2 563,514 3 2,317,285 12 $ 19,202,277 100	December 31, 2021 Amount ％ $ 6,882,986 36 328,773 2 10,302 - 2,886,391 15 3,348,049 17 990 - 2,142,405 11 1,055,870 6 229,226 1 16,884,992 88 400,659 2 444,093 2 10,182 - 335,828 2 97,142 1 465,867 2 563,514 3 2,317,285 12 $ 19,202,277 100	December 31, 2020 Amount ％ 1,462,927 16 910,616 10 8,808 - 1,163,204 12 2,137,294 23 - - 1,626,336 17 984,052 11 163,324 2 8,456,561 91 29,370 - 215,110 2 8,295 - 315,687 4 120,455 1 2,106 - 154,496 2 845,519 9 9,302,080 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (Note 6(10)) 2130 Contract liabilities - current (Note 6(18)) 2170 Accounts payable 2201 Salaries and bonuses payable 2220 Other payables to related parties (Note 7) 2230 Current tax liabilities 2300 Other current liabilities (Notes 6(11), (13) and 9) Non-current liabilities: 2527 Contract liabilities - non-current (Note 6(18)) 2570 Deferred tax liabilities (Note 6(14)) 2580 Lease liabilities - non-current (Note 6(11)) 2640 Net defined benefit liabilities - non-current (Note 6(12)) 2645 Guarantee deposits (Notes 6(13) and 9) Total liabilities Equity (Notes 6(15) and (16)): 3110 Ordinary shares 3140 Capital collected in advance 3200 Capital surplus 3300 Retained earnings 3400 Other equity Total equity Total liabilities and equity	December 31,	2021 ％ - 1 18 18 - 3 4	December 31, 2020 Amount ％ 171,042 2 101,188 1 2,777,465 30 1,108,590 12 6,471 - 30,347 - 370,070 4 4,565,173 49 - - 5,600 - 1,906 - 543 - - - 8,049 - 4,573,222 49 669,434 7 - - 716,898 8 3,399,078 37 (56,552) (1) 4,728,858 51 9,302,080 100	December 31, 2020 Amount ％ 171,042 2 101,188 1 2,777,465 30 1,108,590 12 6,471 - 30,347 - 370,070 4 4,565,173 49 - - 5,600 - 1,906 - 543 - - - 8,049 - 4,573,222 49 669,434 7 - - 716,898 8 3,399,078 37 (56,552) (1) 4,728,858 51 9,302,080 100
Amount $ 6,882,986 328,773 10,302 2,886,391 3,348,049 990 2,142,405 1,055,870 229,226		Amount 1,462,927 910,616 8,808 1,163,204 2,137,294 - 1,626,336 984,052 163,324	Amount $ - 214,476 3,542,285 3,497,020 131 666,426 713,268		Amount 171,042 101,188 2,777,465 1,108,590 6,471 30,347 370,070
			8,633,606	44	4,565,173	49
			418,231 3,371 5,665 502 1,107,520	2 - - - 6	- 5,600 1,906 543 -	- - - - -
16,884,992	88	8,456,561
400,659 444,093 10,182 335,828 97,142 465,867 563,514	2 2 - 2 1 2 3	29,370 215,110 8,295 315,687 120,455 2,106 154,496
			1,535,289	8	8,049	-
			10,168,895	52	4,573,222	49
			669,368 410,564 853,315 6,987,263 112,872	4 2 5 36 1	669,434 - 716,898 3,399,078 (56,552)	7 - 8 37 (1)
2,317,285	12	845,519	9,033,382	48	4,728,858	51
$ 19,202,277	100	9,302,080	$ 19,202,277	100	9,302,080	100

(See accompanying notes to consolidated financial statements)

(English Translation of the Consolidated Financial Statements Originally Issued in Chinese)

Raydium Semiconductor Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)

	2021	2020	2020
	Amount $24,833,838 14,202,144	Amount 14,425,152 10,678,556

	10,631,694		3,746,596
	719,988 494,875 4,274,315 23,825		387,155 275,471 1,986,177 (5,020)
	5,513,003		2,643,783
	5,118,691		1,102,813
	51,447 (84,931) (778) 6,416		13,674 (123,145) (1,610) 6,370
	(27846)		(104,711)
	, 5,090,845 799,864		998,102 141,485
	4,290,981		856617
	41 134,395		, 515 (2,202)
	134436		(1,687)
	, (239) (48)		303 61
	(191)		242
	134245		(1,445)
	, $4,425,226		855,172
$ 62.93			12.69

(See accompanying notes to consolidated financial statements)

(English Translation of the Consolidated Financial Statements Originally Issued in Chinese) Raydium Semiconductor Corporation and Subsidiaries Consolidated Statements of Changes in Equity For the years ended December 31, 2021 and 2020 (Expressed in Thousands of New Taiwan Dollars)

Capital stock Ordinary shares Capital collected in advance $ 670,034 - - - - - - - - - - - - - (600) - 669,434 - - - - - - - - - - - - - - 410,564 (66) - - - $ 669,368 410,564	Capital stock Ordinary shares Capital collected in advance $ 670,034 - - - - - - - - - - - - - (600) - 669,434 - - - - - - - - - - - - - - 410,564 (66) - - - $ 669,368 410,564	Capital surplus 724,079		Retained earnings	Retained earnings	Total 3,077,494		Other equity	Other equity	Total (141,992)	Total equity 4,329,615
							Exchange differences on translation of foreign financial statements (852)	Unrealized gain (loss) on financial assets at fair value through other comprehensive income (7,805) - (2,202) (2,202) - - - - (10,007) - 134,395 134,395 - - - - - - 124,388	Unearned stock-based employee compensation (133,335) - - - - - - 87,400 (45,935) - - - - - - - 35,220 - (10,715)
Ordinary shares $ 670,034			Legal reserve 878,293	Special reserve 7,005	Unappropriated retained earnings 2,192,196 856,617 515 857,132 (67,229) (1,651) (535,548) - 2,444,900 4,290,981 41 4,291,022 (85,713) (1,960) (702,837) - - - 5,945,412
- -	- -	- -	- -	- -		856,617 515	- 242			- (1,960)	856,617 (1,445)
-	-	-	-	-		857,132	242			(1,960)	855,172
- - - (600)	- - - -	- - - (7,181)	67,229 - - -	- 1,651 - -		- - (535,548) -	- - - -			- - - 87,400	- - (535,548) 79,619
669,434 - -	- - -	716,898 - -	945,522 - -	8,656 - -		3,399,078 4,290,981 41	(610) - (191)			(56,552) - 134,204	4,728,858 4,290,981 134,245
-	-	-	-	-		4,291,022	(191)			134,204	4,425,226
- - - - (66) -	- - - 410,564 - -	- - - - 136,175 242	85,713 - - - - -	- 1,960 - - - -		- - (702,837) - - -	- - - - - -			- - - - 35,220 -	- - (702,837) 410,564 171,329 242
$ 669,368	410,564	853,315	1,031,235	10,616		6,987,263	(801)			112,872	9,033,382

(See accompanying notes to consolidated financial statements)

(English Translation of the Consolidated Financial Statements Originally Issued in Chinese) Raydium Semiconductor Corporation and Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2021 and 2020 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Income before income tax Adjustments: Adjustments to reconcile (profit) loss: Depreciationexpenses Amortization expenses Expected credit losses (reversal gains) Net loss (gain) on financial assets or liabilities at fair value through profit or loss Interest expenses Interest income Dividend income Compensation cost arising from share-based payment transactions Gains on disposal of property, plant, and equipment Provision for inventory valuation Total adjustments to reconcile (profit) loss Changes in operating assets and liabilities: Financial assets at fair value through profit or loss Accounts receivable and other receivables (including related parties) Inventories Other financial assets Other operating assets Contract liabilities Accounts payable and other payables (including related parties) Other operating liabilities Total changes in operating assets and liabilities Totaladjustments Cash inflows generated from operations Interest received Dividends received Interest paid Income tax paid Net cash flows from operating activities Cash flows from investing activities: Acquisition of financial assets at fair value through other comprehensive income Acquisition of property, plant, and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Decrease(Increase) in other non-current assets Decrease (increase) in other financial assets Net cash flows used in investing activities Cash flows from financing activities: Decrease in short-term borrowings Increase in guarantee deposits received Payment of the principal portion of lease liabilities Cash dividends paid Capital collected in advance from capital injection Others Net cash flows from (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year	2021 $ 5,090,845 141,111 130,335 23,825 226 778 (6,416) (2,248) 171,329 - 75,182 534,122 581,617 (2,958,756) (591,251) 39,440 (414,717) 531,519 758,480 2,479,359 425,691 959,813 6,050,658 6,411 2,248 (813) (142,653) 5,915,851 (238,388) (365,480) - (170,446) (60,203) (575,014) (1,409,531) (171,042) 1,384,400 (7,428) (702,837) 410,564 242 913,899 (160) 5,420,059 1,462,927 $ 6,882,986	2020
		998,102
		89,893 111,978 (5,020) (162) 1,610 (6,370) (467) 79,619 (4) 69,797
		340,874
		(511,259) (434,872) (174,180) 114,160 (32,846) 81,463 208,357 194,354
		(554,823)
		(213,949)
		784,153 6,580 467 (1,531) (185,586)
		604,083
		(31,430) (120,687) 4 (88,724) 34,866 96,881
		(109,090)
		(115,241) - (6,079) (535,548) - -
		(656,868)
		47
		(161,828) 1,624,755
		1,462,927

(See accompanying notes to consolidated financial statements)

Attachment II:

Independent Auditors’ Report and 2021 Parent Company Only Financial Statements

Independent Auditors' Report

To the Board of Directors of Raydium Semiconductor Corporation

Opinion

We have audited the financial statements of Raydium Semiconductor Corporation (“the Company”), which comprise the balance sheets as of December 31, 2021 and 2020, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent-company-only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent-company-only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and its 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 Auditing and Attestation of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in 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 Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent-company-only financial statements of the current period. 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. Based on our judgment, the key audit matters that should be disclosed in this report are as follows:

Valuation of inventories

－ Please refer to Note 4 (7) “Summary of Significant Accounting Policies Inventories”, Note 5 “Major Sources of Accounting, Judgements, Estimations and Assumptions of Uncertainty”, and － Note 6 (4) “Explanation of Significant Accounts Inventories, net” to the parent-company-only financial statements.

Description of key audit matters:

key audit matters.

How the matter was addressed in our audit.

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 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 auditing standards generally accepted in 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.

Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw

attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of Company audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year end December 31, 2021 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.

KPMG

Chien-Hui Lu

CPA:

Mei-Yu Tseng

Securities and Futures Commission Approval Document No.: February 24, 2022

FSC Letter Jin-Guan-Zheng-Shen No. 1040007866 (88) Tai-Cai-Zheng-Liu No. 18311

(English Translation of Financial Statements Originally Issued in Chinese)

Raydium Semiconductor Corporation

Balance Sheets

December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

December 31,	2021 ％ 36 2 - 15 17 - 11 6 1	December 31, 2020 Amount ％ 1,389,378 15 910,616 10 8,808 - 1,146,082 12 2,102,964 23 450 - 1,604,727 17 984,052 11 158,651 2 8,305,728 90 29,370 - 52,926 1 211,073 2 4,363 - 315,687 4 120,455 1 1,243 - 154,498 2 889,615 10 9,195,343 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (Note 6 (11)) 2130 Contract liabilities - current (Note 6 (19)) 2170 Accounts payable 2201 Salaries and bonuses payable 2220 Other payables to related parties (Note 7) 2230 Current tax liabilities 2300 Other current liabilities (Notes 6 (12), (14) and 9) Non-current liabilities: 2527 Contract liabilities - non-current (Note 6 (19)) 2570 Deferred tax liabilities (Note 6 (15)) 2580 Lease liabilities - non-current (Note 6 (12)) 2640 Net defined benefit liabilities - non-current (Note 6 (13)) 2645 Guarantee deposits (Notes 6 (14) and 9) Total liabilities Equity (Notes 6 (16) and (17)): 3110 Ordinary shares 3140 Capital collected in advance 3200 Capital surplus 3300 Retained earnings 3400 Other equity Total equity Total liabilities and equity	December 31,	2021 ％ - 1 18 18 - 4 4	December 31, 2020 Amount ％ 171,042 2 101,188 1 2,706,085 30 1,079,215 12 6,425 - 30,347 - 365,073 4 4,459,375 49 - - 5,600 - 967 - 543 - - - 7,110 - 4,466,485 49 669,434 7 - - 716,898 8 3,399,078 37 (56,552) (1) 4,728,858 51 9,195,343 100	December 31, 2020 Amount ％ 171,042 2 101,188 1 2,706,085 30 1,079,215 12 6,425 - 30,347 - 365,073 4 4,459,375 49 - - 5,600 - 967 - 543 - - - 7,110 - 4,466,485 49 669,434 7 - - 716,898 8 3,399,078 37 (56,552) (1) 4,728,858 51 9,195,343 100
		Amount 1,389,378 910,616 8,808 1,146,082 2,102,964 450 1,604,727 984,052 158,651	Amount $ - 214,476 3,478,132 3,440,665 102 666,426 711,674		Amount 171,042 101,188 2,706,085 1,079,215 6,425 30,347 365,073
			8,511,475	45	4,459,375	49
			418,231 3,371 - 502 1,107,520	2 - - - 6	- 5,600 967 543 -	- - - - -
16,692,384	88	8,305,728
400,659 78,394 440,678 1,091 335,828 97,142 464,791 563,514	2 - 2 - 2 1 2 3	29,370 52,926 211,073 4,363 315,687 120,455 1,243 154,498
			1,529,624	8	7,110	-
			10,041,099	53	4,466,485	49
			669,368 410,564 853,315 6,987,263 112,872	4 2 4 37 -	669,434 - 716,898 3,399,078 (56,552)	7 - 8 37 (1)
			9,033,382	47	4,728,858	51
			$ 19,074,481	100	9,195,343	100
2,382,097	12	889,615
$ 19,074,481	100	9,195,343

(See accompanying notes to parent-company-only financial statements)

(English Translation of Financial Statements Originally Issued in Chinese) Raydium Semiconductor Corporation Statements of Comprehensive Income For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)

2021		2020
Amount	％	Amount	％
$ 24,405,404 13,911,816	100 57	14,226,339 10,513,138	100 74
10,493,588	43	3,713,201	26
701,212 475,690 4,198,786 23,824	3 2 17 -	348,841 263,859 1,968,330 (5,020)	2 2 14 -
5,399,512	22	2,576,010	18
5,094,076	21	1,137,191	8
49,204 (83,906) (607) 25,707 6,371	- - - - -	11,489 (116,370) (1,438) (39,094) 6,324	- (1) - - -
(3,231)	-	(139,089)	(1)
5,090,845 799,864	21 3	998,102 141,485	7 1
4,290,981	18	856,617	6
41 134,395	- -	515 (2,202)	- -
134,436	-	(1,687)	-
(239) (48)	- -	303 61	- -
(191)	-	242	-
134,245	-	(1,445)	-
$ 4,425,226	18	855,172	6
$	65.09		13.12
$	62.93		12.69

(See accompanying notes to parent-company-only financial statements)

(English Translation of Financial Statements Originally Issued in Chinese) Raydium Semiconductor Corporation Statements of Changes in Equity

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

. Capital stock	. Capital stock	Capital surplus		Retained earnings	Retained earnings			Other equity	Other equity
							Exchange differences on translation of foreign financial statements	Unrealized gain (loss) on financial assets at fair value through other comprehensive income	Unearned stock-based employee compensation	Total
Ordinary shares	Capital collected in advance		Legal reserve	Special reserve	Unappropriated retained earnings	Total
$ 670,034 -		724,079 878,293 7,005 2,192,196				3,077,494 (852) (7,805)			(133,335)
- -	- -	- -	- -	- -	856,617 515	856,617 - - 515 242 (2,202)			- -
-	-	-	-	-	857,132	857,132 242 (2,202)			-
- - - - - - (600) -		- 67,229 - (67,229) - - 1,651 (1,651) - - - (535,548) (7,181) - - -				- - - - (535,548) - - -		- - - -	- - - 87,400
669,434 - - - - -		716,898 945,522 8,656 2,444,900 - - - 4,290,981 - - - 41				3,399,078 (610) (10,007) 4,290,981 - - 41 (191) 134,395			(45,935) - -
-	-	-	-	-	4,291,022	4,291,022 (191) 134,395			-
- - - 85,713 - (85,713) - - - - 1,960 (1,960) - - - - - (702,837) - 410,564 - - - - (66) - 136,175 - - - - - 242 - - -						- - - - (702,837) - - - - - - -		- - - - - -	- - - - 35,220 -
$ 669,368 410,564 853,315 1,031,235 10,616 5,945,412						6,987,263 (801) 124,388			(10,715)

(See accompanying notes to parent-company-only financial statements)

(English Translation of Financial Statements Originally Issued in Chinese) Raydium Semiconductor Corporation

Statements of Cash Flows

For the years ended December 31, 2021 and 2020 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Income before income tax Adjustments: Adjustments to reconcile (profit) loss: Depreciation expenses Amortization expenses Expected credit losses (reversal gains) Net loss (gain) on financial assets or liabilities at fair value through profit or loss Interest expenses Interest income Dividend income Compensation cost arising from share-based payment transactions Share of profit or loss of subsidiaries accounted for using equity method Gains on disposal of property, plant, and equipment Provision for inventory valuation Total adjustments to reconcile (profit) loss Changes in operating assets and liabilities: Financial assets at fair value through profit or loss Accounts receivable and other receivables (including related parties) Inventories Other financial assets Other operating assets Contract liabilities Accounts payable and other payables (including related parties) Other operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflows generated from operations Interest received Dividends received Interest paid Income tax paid Net cash flows from operating activities Cash flows from investing activities: Acquisition of financial assets at fair value through other comprehensive income Acquisition of property, plant, and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Decrease(increase) in other non-current assets Decrease (increase) in other financial assets Net cash flows used in investing activities Cash flows from financing activities: Decrease in short-term borrowings Increase in guarantee deposits received Payment of the principal portion of lease liabilities Cash dividends paid Capital collected in advance from capital injection Others Net cash flows from (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year	2021	2020 998,102 85,009 111,978 (5,020) (162) 1,438 (6,324) (467) 79,619 39,094 (4) 69,797 374,958 (511,259) (427,248) (155,212) 114,160 (36,401) 81,463 148,653 184,027 (601,817) (226,859) 771,243 6,534 467 (1,517) (185,586) 591,141 (31,430) (118,323) 4 (88,724) 34,863 97,136 (106,474) (115,241) - (3,243) (535,548) - - (654,032) (169,365) 1,558,743 1,389,378
	$ 5,090,845
	134,938 130,335 23,824 226 607 (6,371) (2,248) 171,329 (25,707) - 75,079
	502,012
	581,617 (2,912,388) (591,553) 39,440 (419,817) 531,519 765,724 2,456,033
	450,575
	952,587
	6,043,432 6,366 2,248 (643) (142,653)
	5,908,750
	(238,388) (363,565) - (170,446) (59,391) (574,801)
	(1,406,591)
	(171,042) 1,384,400 (3,529) (702,837) 410,564 242
	917,798
	5,419,957 1,389,378
	$ 6,809,335

(See accompanying notes to parent-company-only financial statements)

Attachment III:

2021 Earnings Distribution Table

Raydium Semiconductor Corporation 2021 Earnings Distribution Table

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Amount in NTD
Item Amount
Unappropriated retained earnings from previous years 1,654,390,346
Add:
Remeasurement of defined benefit plans 40,376
Net income after tax for 2021 4,290,981,001
Earnings available for distribution for the period 5,945,411,723
Less:
Provisioned as legal reserve (429,102,138)
Add:
Reversal of special reserve 10,616,186
Distribution items:
Shareholders' dividend - cash dividends (NT$45 per share) (3,413,485,170)
Unappropriated retained earnings at the end of period 2,113,440,601
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Note: On January 20, 2022, the Company completed the registration of the change of capital increase in cash, and the number of outstanding shares eligible for distribution was 75,855,226.

Attachment IV:

Comparison Table for the Articles of Incorporation Before and After Amendment

		After Amendment Reason for Amendment	After Amendment Reason for Amendment
Article Before Amendment

Article 11 When a shareholders' meeting is held after the listing of the Company, the shareholders of the Company may exercise their voting rights in writing or electronically, and the shareholders who exercise their voting rights electronically are considered to be present in person, and their relevant matters are handled in accordance with the provisions of the Act.		The Company may convene a shareholders' meeting by video conference or other means announced by the central competent authority, and shareholders may exercise their voting rights in writing or by electronic means,and the shareholders who exercise their voting rights electronically are considered to be present in person, and their relevant matters are handled in accordance with theprovisions of the Act. Comply with legal requirements and operational needs
Article 21	The Articles of Incorporation was formulated on September 19, 2003. The 1st amendment was made on July 15, 2004. The 2nd amendment was made on March 28, 2006. The 3rd amendment was made on December 14, 2006. The 4th amendment was made on April 26, 2007. The 5th amendment was made on September 19, 2007. The 6th amendment was made on May 16, 2008. The 7th amendment was made on June 11, 2009. The 8th amendment was made on May 27, 2010. The 9th amendment was made on June 22, 2011. The 10th amendment was made on June 9, 2015. The 11th amendment was made on June 21, 2016. The 12th amendment was made on June 12, 2019. The 13th amendment was made on June 2, 2020. The 14th amendment was made on July 19, 2021.	The Articles of Incorporation was formulated on September 19, 2003. The 1st amendment was made on July 15, 2004. The 2nd amendment was made on March 28, 2006. The 3rd amendment was made on December 14, 2006. The 4th amendment was made on April 26, 2007. The 5th amendment was made on September 19, 2007. The 6th amendment was made on May 16, 2008. The 7th amendment was made on June 11, 2009. The 8th amendment was made on May 27, 2010. The 9th amendment was made on June 22, 2011. The 10th amendment was made on June 9, 2015. The 11th amendment was made on June 21, 2016. The 12th amendment was made on June 12, 2019. The 13th amendment was made on June 2, 2020. The 14th amendment was made on July 19, 2021. The 15th amendment was made on May 30, 2022.	List amendment date and number

Attachment V:

Comparison Table for the Procedures for Acquisition or Disposal of Assets Before and After Amendment

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Reason for
Article Before Amendment After Amendment
Amendment
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Article 4	I. If the Company and its subsidiaries acquire or dispose of any of the following assets, the Company shall, in accordance with the nature and in the prescribed form, make an announcement and report within two days of the date of occurrence: (I)~(IV) omitted (V) For asset transactions or investments in Mainland China other than those described in the preceding four paragraphs, the amount of each transaction, or the cumulative amount of acquisition or disposition of the same subject matter with the same counter-party within one year, or the cumulative amount of acquisition or disposition of the same development project real estate or its right-of-use assets within one year (cumulative acquisition and disposition, respectively), or the cumulative amount of acquisition or disposition of the same marketable securities within one year (cumulative acquisition and disposition, respectively), reaches 20% of the Company's paid-in capital or NT$300 million or more. However, the following conditions are excluded: 1. Trading of domestic bonds. 2. Purchase and sale of bonds with repurchase and reverse	I. If the Company and its subsidiaries acquire or dispose of any of the following assets, the Company shall, in accordance with the nature and in the prescribed form, make an announcement and report within two days of the date of occurrence: (I)~(IV) omitted (V) For asset transactions or investments in Mainland China other than those described in the preceding four paragraphs, the amount of each transaction, or the cumulative amount of acquisition or disposition of the same subject matter with the same counter-party within one year, or the cumulative amount of acquisition or disposition of the same development project real estate or its right-of-use assets within one year (cumulative acquisition and disposition, respectively), or the cumulative amount of acquisition or disposition of the same marketable securities within one year (cumulative acquisition and disposition, respectively), reaches 20% of the Company's paid-in capital or NT$300 million or more. However, the following conditions are excluded: 1. Trading of domestic bondsor foreign bonds with credit ratings not lower than the sovereign rating of our	Comply with the amendment of the Act

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Reason for
Article Before Amendment After Amendment
Amendment
repurchase conditions, and country.
subscription or repurchase of 2. Trading of bonds with
domestic money market funds repurchase and reverse
issued by domestic securities repurchase conditions, and
investment trusts. subscription or repurchase of
(Omitted) domestic money market funds
issued by domestic securities
investment trusts.
(Omitted)
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Article Before Amendment After Amendment Reason for Amendment	Article Before Amendment After Amendment Reason for Amendment	Article Before Amendment After Amendment Reason for Amendment	Article Before Amendment After Amendment Reason for Amendment
repurchase conditions, and subscription or repurchase of domestic money market funds issued by domestic securities investment trusts. (Omitted) country. 2. Trading of bonds with repurchase and reverse repurchase conditions, and subscription or repurchase of domestic money market funds issued by domestic securities investment trusts. (Omitted)

Article 5	I. When the Company acquires or disposes of real estate, equipment or its right-of-use assets, except for transactions with domestic government agencies, construction on self-appointed land, construction on rented land, or acquisition or disposal of equipment or its right-of-use assets for business use, if the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, an appraisal report issued by a professional appraiser shall be obtained prior to the date of issuance of the fact, and the following requirements shall be fulfilled: (I)~(II) omitted (III) If the appraisal result of a professional appraiser is one of the following, except that the appraisal result of an asset acquired is higher than the transaction amount or the appraisal result of an asset disposed of is lower than the transaction amount, the accountant shall be requested to comply with the provisions of Statement of AuditingStandards No. 20 issued	I. When the Company acquires or disposes of real estate, equipment or its right-of-use assets, except for transactions with domestic government agencies, construction on self-appointed land, construction on rented land, or acquisition or disposal of equipment or its right-of-use assets for business use, if the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, an appraisal report issued by a professional appraiser shall be obtained prior to the date of issuance of the fact, and the following requirements shall be fulfilled: (I)~(II) omitted (IV) If the appraisal result of a professional appraiser is one of the following, except when the appraisal result of an acquired asset is higher than the transaction amount or the appraisal result of a disposed asset is lower than the transaction amount, the accountant shall be requested to express a specific opinion on the reason for the difference and the fairness of	Comply with the amendment of the Act

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Reason for
Article Before Amendment After Amendment
Amendment
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	by the Accounting Research and Development Foundation of the Republic of China (hereinafter referred to as the ARDF) and express a specific opinion on the reasons for the difference and the fairness of the transaction price: 1. The difference between the valuation result and the transaction amount is 20% or more of the transaction amount. 2. The difference between the appraisal results of two or more professional appraisers is at least 10% of the transaction amount. (IV)~(V) omitted II. When the Company acquires or disposes of marketable securities, the Company shall obtain the most recent financial statements of the subject company that have been audited or reviewed by a certified public accountant as a reference for evaluating the transaction price prior to the date of occurrence of the fact. If the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, a CPA shall be consulted prior to the date of the event to express an opinion on the reasonableness of the transaction price. If the accountant is required to use an expert report, he or she should follow the provisions of Statement of Auditing Standards No. 20 issued by the Accounting Research and Development	the transaction price: 1. The difference between the valuation result and the transaction amount is 20% or more of the transaction amount. 2. The difference between the appraisal results of two or more professional appraisers is at least 10% of the transaction amount. (IV)~(V) omitted II. When the Company acquires or disposes of marketable securities, the Company shall obtain the most recent financial statements of the subject company that have been audited or reviewed by a certified public accountant as a reference for evaluating the transaction price prior to the date of occurrence of the fact. If the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, a CPA shall be consulted prior to the date of the event to express an opinion on the reasonableness of the transaction price. However, if the marketable securities have public quotations in an active market or if the FSC has stipulated otherwise, this is not applicable. III. If the Company acquires or disposes of an intangible asset or its right-of-use asset or membership card transaction amounting to 20% of the Company'spaid-in capital or

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Reason for
Article Before Amendment After Amendment
Amendment
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	Foundation. However, if the marketable securities have public quotations in an active market or if the FSC has stipulated otherwise, this is not applicable. III. If the Company acquires or disposes of an intangible asset or its right-of-use asset or membership card transaction amounting to 20% of the Company's paid-in capital or NT$300 million or more, except for transactions with domestic government agencies, the Company shall, prior to the date of occurrence of the fact, request an accountant to express an opinion on the reasonableness of the transaction price, and the accountant shall comply with the provisions of Statement of Auditing Standards No. 20 issued by the Accounting Research and Development Foundation. IV~V (omitted) VI. When issuing an appraisal report or opinion, the foregoing officer shall comply with the following matters: (I) Before taking on a case, it is important to carefully assess its professional competence, practical experience and independence. (II) When auditing a case, proper procedures should be planned and implemented to form a conclusion and issue a report or opinion based on it; and the procedures performed, information collected,and	NT$300 million or more, except for transactions with domestic government agencies, the Company shall, prior to the date of occurrence of the fact, request an accountant to express an opinion on the reasonableness of the transaction price. IV~V (omitted) VI. When issuing an appraisal report or opinion, the foregoing officers shall comply withthe self-regulatory rules of their respective trade associationsand the following matters: (I) Before taking on a case, it is important to carefully assess its professional competence, practical experience and independence. (II) Whenexecutinga case, proper procedures should be planned and implemented to form a conclusion and issue a report or opinion based on it; and the procedures performed, information collected, and conclusion should be recorded in detail in the casework draft. (III) The sources, parameters and information used shall be evaluated on a case-by-case basis forappropriatenessand reasonableness in order to form the basis for issuing an appraisal report or opinion. (IV) The declaration shall include that the relevant personnel are professional and independent, that the information used has been assessed to be appropriate

		After Amendment Reason for Amendment	After Amendment Reason for Amendment
Article Before Amendment

conclusion should be recorded in detail in the casework draft. (III) The sources, parameters and information used shall be evaluated on a case-by-case basis for completeness, accuracy and reasonableness in order to form the basis for issuing an appraisal report or opinion. (IV) The declaration shall include that the relevant personnel are professional and independent, that the information used has been assessed to be reasonable and correct, and that the relevant regulations have been complied with. (Omitted)		and reasonable, and that the relevant regulations have been complied with. (Omitted)
Article 14	This procedure was formulated on December 14, 2006. The 1st amendment was made on September 19, 2007. The 2nd amendment was made on June 6, 2012. The 3rd amendment was made on June 11, 2014. The 4th amendment was made on June 13, 2017. The 5th amendment was made on June 12, 2019. The 6th amendment was made on June 2, 2020.	This procedure was formulated on December 14, 2006. The 1st amendment was made on September 19, 2007. The 2nd amendment was made on June 6, 2012. The 3rd amendment was made on June 11, 2014. The 4th amendment was made on June 13, 2017. The 5th amendment was made on June 12, 2019. The 6th amendment was made on June 2, 2020. The 7th amendment was made on May 30, 2022.	Additional amendment date and number

Attachment VI: Proposed Release of Directors and Representatives from Non-Competition Restriction

Name	Current Concurrent Positions	Current Concurrent Positions
Kang Li Investment Co.	PlayNitride Inc. Director
	Naidun-tech Co.,Ltd. Director
Representative of Kang Li Investment Co.: Yu-Chih Tseng	AUO Megainsight Manufacturing (Xiamen) Co. Ltd.	Director

Appendix I: Rules and Procedures of Shareholders' Meetings

The rules of procedures for the Company's shareholders' meetings, except as otherwise provided by law, regulation, or the Articles of Incorporation, shall be proceeded in accordance with the Rules.
Shareholders or proxies attending the shareholders' meeting shall sign in, and the sign-in procedure shall be replaced by a sign-in card; the number of shares attended shall be calculated by adding the number of shares exercised by written or electronic means to the sign-in card submitted.
Attendance and voting at shareholders' meetings shall be calculated in accordance with the number of shares.
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 9:00 a.m. and no later than 3:00 p.m.
If the shareholders' meeting is convened by the Board of Directors, the chairman of the meeting shall be the chairman of the Board of Directors. If the chairman of the Board of Directors is absent from office or is unable to exercise his or her duties for any reason, the vice chairman of the Board of Directors shall act as his or her proxy; If the chairman of the Board of Directors is represented by a director, the chairman shall be a director who has been in office for at least six months and understands the financial and operational status of the Company. The same requirements shall apply if the chair for the meeting is a representative of a corporate director.
If a shareholders' meeting is convened by a person other than the Board of Directors who has the right to convene the meeting, said person shall preside at that meeting.
The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders' meeting in a non-voting capacity.
The Company shall record, by audio or video means, the entire process, from shareholder sign-in, the meeting process to the voting and vote counting continuously and uninterruptedly.
The Company shall record or videotape the entire meeting of shareholders and keep it for at least one year. However, if a shareholder files a lawsuit under Article 189 of the Company Act, the Company shall keep it until the end of the lawsuit.
The chair shall call the meeting to order at the time scheduled for the meeting, as well as announce information, such as the number of shares without voting right and shares present. In the event that the meeting is attended by shareholders representing less than half of the total issued shares, the chair may announce a postponement of the meeting, however, there may not be more than two postponements in total and the total time accumulated in the postponement(s) shall not exceed one hour. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued

shares, a tentative resolution may be adopted pursuant to Paragraph 1 of Article 175 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 that the total number of shares represented by attending shareholders reaches a majority of the total issued shares before the same shareholder meeting is adjourned, the chair may bring the tentative resolution(s) so adopted into the shareholders' meeting anew to be duly resolved in accordance with Article 174 of the Company Act.

If a shareholders' meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on each separate proposal in the agenda (including extempore motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders' meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders' meeting convened by a party with the power to convene that is not the Board of Directors. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extempore 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.

During the meeting, the chair may adjourn the meeting at any time at his discretion; the meeting shall not be adjourned until the meeting is concluded by resolution of the chair; after the meeting is adjourned, the shareholders shall not appoint another chair to continue the meeting at the same place or find another venue.

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

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extempore 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 voting on a motion, the chair or his or her designee shall announce the manner and procedure of voting, and the chairman shall designate the scrutineer and the counters, and the scrutineer shall be a shareholder. The voting results shall be announced on site at the meeting, and a record made of the vote.
Except as otherwise provided in the Company Act and the Company's Articles of Incorporation, a motion shall be approved by a majority of the votes of the shareholders present. 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.
The chair may direct the disciplinary personnel (or security personnel) to help maintain order at the meeting venue. When disciplinary personnel (or security personnel) help maintain order at the meeting venue, they shall wear an armband bearing the words " Disciplinary Personnel ".
If a force majeure event occurs when a meeting is in progress, 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 extempore motions) on the meeting agenda have been addressed, the shareholders' meeting may adopt a resolution to resume the meeting at another venue.
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 number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors (including independent directors). The minutes shall be retained for the duration of the

existence of the Company.

Matters not provided for in these rules shall be governed by the Company Act, the relevant regulations and the Company's Articles of Incorporation.
The Rules shall be implemented after having been approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.
These rules were instituted on March 28, 2006. The 1st amendment was made on June 9, 2015.
The 2nd amendment was made on July 19, 2021.

Appendix II: Articles of Incorporation (Before Amendment)

Chapter 1 General Principles Article 1 The Company is incorporated in accordance with the Company Act. The name of the Company is 瑞鼎科技股份有限公司 in Chinese and Raydium Semiconductor Corporation in English. Article 2 The main business operated by the Company is as follows: I. F601010 Intellectual Property Rights. II. I301010 Software Design Services. III. I501010 Product Designing. IV. CC01080 Electronic Components Manufacturing. V. F401010 International Trade. VI. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval. Research, develop, design, produce, manufacture and sell the following products: (I) Display driver IC (II)Display Timing Control IC (III) Power Management IC (IV) LED Driver IC (V) Touch Control IC (VI) EEPROM The aforesaid operations shall be conducted in accordance with the provisions of the relevant laws and regulations. Article 3 The Company may make outside investments as necessary for its operations, and may become a limited liability shareholder of other companies by resolution of the Board of Directors, and the total amount of such investments shall not be limited by the provisions of Article 13 of the Company Act regarding the amount of such investments. The Company may endorse or guarantee to other parties due to the business or investment relationship. Article 4 The headquarters of the Company is located in Hsinchu Science Park. If necessary, with the approval of the Board of Directors and the competent authorities, a branch or sub-office may be established at an appropriate location within or outside the Republic of China. Chapter 2 Capital Stock

Article 5 The Company's capital is set at NT$1 billion, divided into 100 million shares of, with a par value of NT$10 each, and the Board of Directors is authorized to issue the shares in installments as needed. Five million shares of the aforesaid total shares are reserved for the issuance of warrants and are issued in installments. Article 6 The Company's shares are issued in registered form under the signatures or

seals of the directors representing the Company, and are licensed by a bank authorized by law to act as the issuer of the shares.

The shares issued by the Company shall be exempt from the requirement to print share certificates, but the shares issued shall be registered with the centralized securities depository and shall be subject to the regulations of such institution; the same applies to the issuance of other marketable securities.

Article 6-1 Unless otherwise provided by law, the Company's stock affairs shall be handled in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies". Article 7 (Deleted) Chapter 3 Shareholders' Meeting Article 8 Shareholders' meetings are of two types: annual meeting and extraordinary meeting. Annual meetings shall be convened once a year within six months after the end of each fiscal year by the Board of Directors in accordance with the law, and the extraordinary meeting are convened when necessary in accordance with the law. Article 9 If the Company intends to cancel the public offering, the Company shall, in addition to the resolution of the Board of Directors, require the approval of a majority of the shareholders present in person or by proxy at the shareholders' meeting, and the approval of a majority of the voting rights of the shareholders present, before the Company can proceed with the cancellation of the public offering. Article 10 The shareholders of the Company shall have one vote per share, unless otherwise provided by law. Article 11 When a shareholders' meeting is held after the listing of the Company, the shareholders of the Company may exercise their voting rights in writing or electronically, and the shareholders who exercise their voting rights electronically are considered to be present in person, and their relevant matters are handled in accordance with the provisions of the Act.

Chapter 4 Directors and the Audit Committee Article 12 The Company shall have five to nine directors who shall serve for a term of three years and shall be eligible for re-election. The number of directors shall be determined at a meeting of the Board of Directors. The Company's directors include at least three independent directors. The election of directors is based on a candidate nomination system, and the shareholders' meeting shall elect the directors from a list of candidates. The professional qualifications, shareholdings, restrictions on concurrent positions, nomination and election of independent directors and other matters to be followed shall be in accordance with the relevant laws and regulations.

The total shareholdings of all directors of the Company shall be in accordance

with the regulations of the securities regulatory authorities. Article 12-1 The Company has an Audit Committee, which consists of all independent directors. The authority of the Audit Committee and its members and related matters shall be exercised in accordance with the regulations of the competent authorities. Article 13 The Board of Directors shall be organized by the directors, with at least two-thirds of the directors present and a majority of the directors present agreeing to elect a chairman from among themselves, who shall represent the Company externally. Article 14 If the chairman of the Board of Directors is absent from work or unable to exercise his or her duties for any reason, his or her proxy shall be governed by Article 208 of the Company Act. If a director is unable to attend a meeting in person for any reason, he/she may issue a proxy and appoint another director to act as his/her proxy, provided that the proxy is limited to the proxy of one person. The Board of Directors shall be convened in accordance with the provisions of the Company Act, and notice of the convening of a meeting may be delivered via mail, e-mail or fax. Article 15 The remuneration of directors is authorized to be determined by the Board of Directors based on their participation in the Company's operations and the value of their contributions, and with reference to domestic and international industry standards.

The Board of Directors shall resolve to purchase liability insurance for the directors of the Company.

Article 16 (Deleted)

Chapter 5 Managerial Personnel Article 17 The Company may have managerial personnel. Appointment and discharge and the remuneration of the managerial personnel shall be decided in accordance with the Company Act.

Chapter 6 Accounting Article 18 At the end of each fiscal year, the Company’s Board of Directors shall prepare the following list of documents, which shall be submitted to the annual general meeting for ratification in accordance with the legal procedures. I. Business Report II. Financial statements III. Surplus earning distribution or loss off-setting proposals Article 19 If the Company makes a profit within a fiscal year (profit is defined as income before income tax before the distribution of employee compensation and director's compensation), the Company shall appropriate not less than 1% as employee compensation and not more than 1% as director's compensation, but shall reserve in advance an amount to cover any accumulated losses (including

the amount of adjustment to undistributed earnings).

The aforesaid shall be resolved by the Board of Directors and reported to the shareholders' meeting. Article 19-1 If there is any surplus in the Company's annual accounts, the Company shall pay tax and make up for the accumulated deficit, and then set aside 10% as legal reserve, provided that if the legal reserve has reached the Company's paid-in capital, no further provision shall be made, and the remainder shall be set aside or reversed as special reserve in accordance with the provisions of the Act. If there is any unappropriated earnings, the Board of Directors shall prepare a proposal for distribution of the earnings. The distribution of dividends and bonuses, in whole or in part, by the issuance of new shares shall be resolved by the shareholders' meeting; the distribution of cash shall be specially resolved by the Board of Directors and reported to the shareholders' meeting.

The Company's dividend policy is a residual dividend policy that takes into consideration the Company's current and future investment environment, capital requirements, domestic and foreign competition, and capital budget, as well as the interests of shareholders, balanced dividends and the Company's long-term financial planning. Not less than 10% of the earnings available for distribution shall be appropriated as dividends to shareholders each year, of which no less than 10% of the total cash and stock dividends shall be paid in that year.

Article 19-2 The Company shall distribute shares or cash to employees for compensation, issue stock options to employees, issue new shares with restricted rights to employees, acquire shares to transfer to employees in accordance with the law, and acquire shares reserved for employees in accordance with the law when issuing new shares, including employees who control or are subordinate to the Company under certain conditions, and the conditions and allocation are authorized to be determined by the Board of Directors or its authorized persons.

Chapter 7 Miscellaneous

Article 20 Any matters inadequately provided for herein shall be subject to provisions concerned set forth in the Company Act and relevant laws and regulations.

Article 21 The Articles of Incorporation was formulated on September 19, 2003. The 1st amendment was made on July 15, 2004. The 2nd amendment was made on March 28, 2006. The 3rd amendment was made on December 14, 2006. The 4th amendment was made on April 26, 2007. The 5th amendment was made on September 19, 2007. The 6th amendment was made on May 16, 2008. The 7th amendment was made on June 11, 2009.

The 8th amendment was made on May 27, 2010. The 9th amendment was made on June 22, 2011. The 10th amendment was made on June 9, 2015. The 11th amendment was made on June 21, 2016. The 12th amendment was made on June 12, 2019. The 13th amendment was made on June 2, 2020. The 14th amendment was made on July 19, 2021.

Appendix III: Procedures for Acquisition or Disposal of Assets (Before Amendment)

Article 1 These procedures are based on the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" issued by the Financial Supervisory Commission (FSC), which provides clear and specific rules for the Company to handle the acquisition or disposal of assets.

Article 2 Scope of Application

I. Investments in stocks, bonds, corporate bonds, financial debentures, marketable securities of recognized funds, depositary receipts, warrants, beneficiary securities and asset-based securities.
II. Real estate (including land, buildings and construction, investment real estate, land use rights) and equipment.
III. Membership card.
IV. Intangible assets such as patents, copyrights, trademarks, and franchises. V. Right-of-use assets.
VI. Derivative commodities.
VII. Assets acquired or disposed of in connection with mergers, demergers, acquisitions or transfer of shares in accordance with law.

VIII. Other major assets.

Article 3 Evaluation and Handling Procedures

When the Company acquires or disposes of assets, the contractor shall submit the reasons for the proposed acquisition or disposal, the subject matter, the counter-party to the transaction, the transfer price, the terms of receipt and payment, and the price reference to the relevant unit for approval in accordance with the provisions of these Procedures, and then the relevant unit shall execute the transaction.

Article 4 Information Disclosure
I. If the Company and its subsidiaries acquire or dispose of any of the following assets, the Company shall, in accordance with the nature and in the prescribed form, make an announcement and report within two days of the date of occurrence:
- (I) To acquire or dispose of real estate or its right-of-use assets from a related party, or to acquire or dispose of assets other than real estate or its right-of-use assets with a related party, and the transaction amount reaches 20% of the Company's paid-in capital, 10% of its total assets, or NT$300 million or more, except for the purchase or sale of domestic bonds, bonds with repurchase or reverse repurchase conditions, or the purchase or repurchase of money market funds issued by a domestic securities investment trust.
- (II) Merger, demerger, acquisition or transfer of shares.
- (III) Acquisition or disposal of equipment or right-of-use assets for operation, where the transaction is not with a related party, and the amount of the transaction meets one of the following requirements:

  1. The Company's paid-in capital is less than NT$10 billion and the transaction amount is more than NT$500 million.

  2. The Company's paid-in capital is over NT$10 billion and the transaction amount is over NT$1 billion.

(IV) The Company expects to invest more than NT$500 million in the acquisition of real estate through self-commissioned construction, land-leased construction, joint construction and subdivision, joint construction and subdivision, and joint construction and subdivision sales, and the transaction counter-parties are unrelated parties.
(V) For asset transactions or investments in Mainland China other than those described in the preceding four paragraphs, the amount of each transaction, or the cumulative amount of acquisition or disposition of the same subject matter with the same counter-party within one year, or the cumulative amount of acquisition or disposition of the same development project real estate or its right-of-use assets within one year (cumulative acquisition and disposition, respectively), or the cumulative amount of acquisition or disposition of the same marketable securities within one year (cumulative acquisition and disposition, respectively), reaches 20% of the Company's paid-in capital or NT$300 million or more. However, the following conditions are excluded:
1. Trading of domestic bonds.
2. Trading of bonds with repurchase and reverse repurchase conditions, and subscription or repurchase of domestic money market funds issued by domestic securities investment trusts.
II. After the announcement and declaration in accordance with the regulations, the relevant information shall be reported in accordance with the regulations within two days from the date of occurrence of the fact in the following conditions:
(I) The contracts entered into in connection with the original transaction are subject to change, termination or cancellation.
(II) The merger, demerger, acquisition or transfer of shares is not completed in accordance with the planned schedule of the agreement.
(III) There are changes to the original announcement declaration.
III. The one-year period referred to in Paragraph 5 of Article 1 is based on the date of occurrence of the transaction and shall be counted as one year retroactively, and the part that has been announced in accordance with the regulations shall not be counted again.
IV. The date of occurrence of the above facts refers to the date of execution of the transaction, the date of payment, the date of closing of the commission, the date of transfer, the date of resolution of the Board of Directors and other dates sufficient to determine the counter-party and the amount of the transaction,

whichever is earlier; however, for investors who are subject to the approval of the competent authority, the earlier of the above date or the date of receipt of the approval letter from the competent authority shall prevail.

V. If there is an error or omission in the announcement of the items to be announced and shall be corrected, all items shall be announced and reported again within two days from the date of awareness.
VI. When a public company acquires or disposes of assets, it shall keep the relevant deeds, minutes, docket, appraisal reports, and opinions of accountants, attorneys, or securities underwriters at the Company for at least five years, unless otherwise required by other laws.

Article 5 Evaluation Procedures

I. When the Company acquires or disposes of real estate, equipment or its right-of-use assets, except for transactions with domestic government agencies, construction on self-appointed land, construction on rented land, or acquisition or disposal of equipment or its right-of-use assets for business use, if the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, an appraisal report issued by a professional appraiser shall be obtained prior to the date of issuance of the fact, and the following requirements shall be fulfilled:
(I) If, for special reasons, a limited price, a specific price or a special price is used as a reference for the transaction price, the transaction shall be submitted to the Board of Directors for approval, and the same applies to any subsequent changes in the transaction terms.
(II) If the transaction amount reaches NT$1 billion or more, two or more professional appraisers shall be requested to appraise the transaction.
(III) If the appraisal result of a professional appraiser is one of the following, except that the appraisal result of an asset acquired is higher than the transaction amount or the appraisal result of an asset disposed of is lower than the transaction amount, the accountant shall be requested to comply with the provisions of Statement of Auditing Standards No. 20 issued by the Accounting Research and Development Foundation of the Republic of China (hereinafter referred to as the ARDF) and express a specific opinion on the reasons for the difference and the fairness of the transaction price:
1. The difference between the valuation result and the transaction amount is 20% or more of the transaction amount.
2. The difference between the appraisal results of two or more professional appraisers is at least 10% of the transaction amount.
(IV) The date of the professional appraiser's report shall not exceed three months from the date of the contract; provided, however, that if the professional appraiser's report applies to the same issue of the announcement of the current value and is less than six months old, an opinion may be issued by the original professional appraiser.

(V) The term "professional appraiser" refers to a real estate appraiser or other person who may engage in the business of appraising real estate or equipment in accordance with the law.
II. When the Company acquires or disposes of marketable securities, the Company shall obtain the most recent financial statements of the subject company that have been audited or reviewed by a certified public accountant as a reference for evaluating the transaction price prior to the date of occurrence of the fact. If the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, a CPA shall be consulted prior to the date of the event to express an opinion on the reasonableness of the transaction price. If the accountant is required to use an expert report, he or she should follow the provisions of Statement of Auditing Standards No. 20 issued by the Accounting Research and Development Foundation. However, if the marketable securities have public quotations in an active market or if the FSC has stipulated otherwise, this is not applicable.
III. If the Company acquires or disposes of an intangible asset or its right-of-use asset or membership card transaction amounting to 20% of the Company's paid-in capital or NT$300 million or more, except for transactions with domestic government agencies, the Company shall, prior to the date of occurrence of the fact, request an accountant to express an opinion on the reasonableness of the transaction price, and the accountant shall comply with the provisions of Statement of Auditing Standards No. 20 issued by the Accounting Research and Development Foundation.
IV. The calculation of the transaction amounts in the preceding three paragraphs shall be made in accordance with the provisions of Paragraph 1-5 of Article 4 and the reference to within one year shall be based on the date of occurrence of the transaction and shall be projected one year in advance, and the portion of the appraisal report or accountant's opinion issued by a professional appraiser obtained in accordance with the provisions of these Procedures shall be exempted from further calculation.
V. An appraisal report obtained by the Company or an opinion of an accountant, attorney or securities underwriter, such professional appraiser and its appraisers, accountants, attorneys or securities underwriters shall comply with the following requirements:
(I) Have not been convicted of violating this Act, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, the Business Accounting Act, or having committed fraud, breach of trust, embezzlement, or forgery, or having been convicted of a business-related crime, and have been sentenced to a term of imprisonment of at least one year. Except for those who have completed their sentence, have completed their probation period or have been pardoned for three years.
(II) The parties to the transaction shall not be related parties or have a material relationship with each other.

     - (III) If the Company shall obtain appraisal reports from more than two professional appraisers, the different professional appraisers or appraisers shall not be related to each other or in a situation where they are substantially related to each other.

VI. When issuing an appraisal report or opinion, the foregoing officer shall comply with the following matters:

 - (I) Before taking on a case, it is important to carefully assess its professional competence, practical experience and independence.

 - (II) When auditing a case, proper procedures should be planned and implemented to form a conclusion and issue a report or opinion based on it; and the procedures performed, information collected, and conclusion should be recorded in detail in the casework draft.

 - (III) The sources, parameters and information used shall be evaluated on a case-by-case basis for completeness, accuracy and reasonableness in order to form the basis for issuing an appraisal report or opinion.

 - (IV) The declaration shall include that the relevant personnel are professional and independent, that the information used has been assessed to be reasonable and correct, and that the relevant regulations have been complied with.

VII. If an asset is acquired or disposed of through a court auction, a court-issued certificate shall be issued in lieu of an appraisal report or an accountant's opinion.
Article 6 Related Party Transactions
- I. When acquiring or disposing of assets with related parties, in addition to the relevant resolution procedures and evaluation of the reasonableness of the transaction terms in accordance with Article 5 and this provision, the Company shall obtain an appraisal report or an opinion from a professional appraiser if the transaction amount reaches 10% or more of the Company's total assets in accordance with the preceding article. The calculation of the transaction amount shall be in accordance with the provisions of Paragraph 4 of Article 5. When determining whether a counter-party is a related party, substantial relationships should be considered in addition to the legal form of the relationship.
- II. To acquire or dispose of real estate or its right-of-use assets from a related party, or to acquire or dispose of assets other than real estate or its right-of-use assets with a related party, and the transaction amount reaches 20% of the Company's paid-in capital, 10% of the Company's total assets, or NT$300 million or more, except for the purchase or sale of domestic bonds, bonds with repurchase or resale conditions, or the purchase or repurchase of money market funds issued by a domestic securities investment trust, the following information shall be submitted to the Audit Committee and the Board of Directors for approval before the transaction contract is signed and payment is made.
  - (I) The purpose, necessity and expected benefits of acquiring or disposing of the assets.

(II) The reason for selecting the related party as the counter-party.
(III) To acquire real estate or its right-of-use assets from related parties, information related to the assessment of the reasonableness of the predetermined transaction terms in accordance with the provisions of Paragraph 3, 4 and 5 of this Article.
(IV) The original acquisition date and price of the related party, the counter-party and its relationship with the Company and the related party.
(V) The Company estimates the cash flow forecast for each month of the coming year starting from the contract month, and evaluates the necessity of the transaction and the reasonableness of the use of funds.
(VI) An appraisal report or an opinion from a professional appraiser obtained in accordance with the aforesaid provisions
(VII) Restrictions and other material covenants of this transaction.

The calculation of this transaction amount shall be made in accordance with Paragraph 1-5 of Article 4, and the reference to within one year is based on the date of occurrence of the transaction and extrapolated forward one year, and the part that has been submitted to the Audit Committee and the Board of Directors for approval in accordance with the provisions of these Procedures shall not be re-counted.

III. When acquiring real estate or its right-of-use assets from a related party, the reasonableness of the transaction cost should be evaluated by the following methods, and an accountant shall be consulted to review and express a specific opinion:
(I) Based on the transaction price of the related party plus interest on the necessary capital and the buyer's legal responsibility for the costs. The interest cost of necessary capital is calculated based on the weighted-average interest rate on loans made by the Company in the year the assets are acquired, but shall not be higher than the maximum interest rate on non-financial loans announced by the Ministry of Finance.
(II) If a related party has set up a collateralized loan with a financial institution, the financial institution shall assess the total value of the loan on the subject matter, provided that the cumulative value of the actual loan on the subject matter by the financial institution shall be at least 70% of the total assessed value of the loan and the period of the loan is more than one year. However, this is not applicable if the financial institution and one of the parties to the transaction are related parties to each other.

In the case of a joint purchase or lease of land and buildings of the same subject matter, the transaction costs may be evaluated for the land and buildings respectively according to any of the methods listed in the aforesaid paragraph.

When acquiring real estate or its right-of-use assets from a related party, the

public issuer shall assess the cost of the real estate in accordance with the provisions of Paragraphs 1 and 2, and shall request the accountant to review and express specific opinions.

IV. The acquisition of real estate or its right-of-use assets from a related party shall be subject to the provisions of paragraph 2 and shall not be subject to the provisions of paragraph 3, if any of the following circumstances apply
(I) A related party acquires real estate or its right-of-use assets by inheritance or gift.
(II) The related party has contracted to acquire real estate or its right-of-use assets for more than five years from the date of this transaction.
(III) The Company acquires real estate by signing a joint construction contract with a related party, or by commissioning a related party to build real estate on its own land or on rented land.
(IV) The Company acquires real estate right-of-use assets for business use with its parent company, subsidiaries, or subsidiaries in which it directly or indirectly holds 100% of the outstanding shares or capital.
V. If the appraisal results in accordance with the provisions of paragraph 3 are lower than the transaction price, the provisions of paragraph 6 shall be followed. Except where objective evidence is presented and a specific opinion of reasonableness is obtained from a professional appraiser of real property and an accountant due to the following circumstances:
(I) If a related party acquires prime land or leased land for construction, he/she must prove that one of the following conditions is fulfilled:
1. The prime land is appraised in accordance with the method prescribed in this Article, and the housing is appraised on the basis of the related party's operating costs plus reasonable operating profits, the total of which exceeds the actual transaction price. Reasonable operating profit shall be based on the lower of the average operating margin of the related party's construction department for the last three years or the most recent gross profit margin of the construction industry published by the Ministry of Finance.
2. Any other floor of the same subject premises or other unrelated transactions within one year in the vicinity of the subject premises that are similar in size and where the terms of the transaction have been evaluated on the basis of reasonable floor or area price differentials that are customary for the sale or lease of real estate.
(II) Evidence shall be provided to prove that the terms of the transaction of real estate purchased from a related party or the acquisition of real estate use rights assets by lease are similar to those of other non-related party transactions in the neighboring area within one year and the area is similar.

In the case of a transaction in a neighboring area mentioned in the preceding paragraph, the same or adjacent street contour and the distance from the subject of the transaction is less than 500 meters in circumference or its announced present value is similar; in the case of a similar area, the area of other unrelated transactions is no less than 50% of the subject of the transaction; the said one-year period is based on the date of acquisition of real estate or its right-of-use assets, and retroactively projected to one year.

VI. If the appraisal result of acquiring real estate or its right-of-use assets from a related party is lower than the transaction price in accordance with the provisions of this Article, the following shall be done:
(I) The difference between the transaction price and the appraised cost of real estate or its right-of-use assets shall be set aside as a special reserve in accordance with Article 41-1 of the Securities and Exchange Act and shall not be distributed or transferred to additional capital for allotment. If the Company's equity-method investors are public companies, a special reserve should be provided for the amount of the reserve in proportion to the Company's shareholding.
(II) The Audit Committee shall comply with the provisions of Article 218 of the Company Act.
(III) The handling of the first two paragraphs shall be reported to the shareholders' meeting and the details of the transaction shall be disclosed in the annual report and the public explanatory statement.

The special reserve shall be set aside only when the assets acquired or leased at a higher price have been recognized as a loss on decline in value, or disposed of, or the lease terminated, or appropriate compensation or restoration has been made, or there is other evidence that the special reserve is not unreasonable, and the FSC has approved the special reserve.

If the acquisition of real estate or its right-of-use assets from a related party is based on other evidence that the transaction is not in accordance with business practices, the provisions of the preceding two paragraphs shall also be followed.

Article 7 Engaged in derivative commodity trading

In accordance with the "Procedures for Engaging in Derivatives Trading" stipulated by the Company.

Article 8 Corporate merger, demerger, acquisition or transfer of shares

I. In the event of a merger, demerger, acquisition or transfer of shares, the Company shall appoint an accountant, attorney or securities underwriter to express an opinion on the reasonableness of the share exchange ratio, acquisition price or allotment of cash or other property to the shareholders for discussion and approval by the Board of Directors before convening a Board of Directors' meeting for resolution. However, a merger between subsidiaries in which the Company directly or indirectly holds 100 percent of

the outstanding shares or capital stock, or a merger between subsidiaries in which the Company directly or indirectly holds 100 percent of the outstanding shares or capital stock, is exempt from obtaining a reasonableness opinion issued by the foregoing expert.
II. The Company shall prepare a public document to shareholders prior to the shareholders' meeting, together with the expert opinion and the notice of the shareholders' meeting mentioned above, for their reference in deciding whether to agree to the merger, demerger, or acquisition. However, there is no requirement to convene a shareholders' meeting to resolve a merger, demerger or acquisition in accordance with other laws. If a shareholders' meeting of a company participating in a merger, demerger or acquisition cannot be convened or resolved due to insufficient number of attendees, insufficient voting rights or other legal restrictions, or if the proposal is rejected by the shareholders' meeting, the company participating in the merger, demerger or acquisition shall immediately disclose to the public the reasons for the occurrence, the subsequent handling operations and the expected date of the shareholders' meeting.
III. Unless otherwise required by other laws or special factors, the Board of Directors' meeting and the shareholders' meeting shall be held on the same day to resolve matters related to the merger, demerger, or acquisition. The Board of Directors' meeting shall be held on the same day as the transfer of shares, unless otherwise required by other laws or special factors are reported to the FSC for prior approval.
IV. All persons who participate in or have knowledge of the Company's merger, demerger, acquisition or share transfer plan shall give a written undertaking of confidentiality and shall not disclose the contents of the plan to the public until the information is made public, nor shall they trade, on their own or in the name of others, in all shares of the Company and other marketable securities of an equity nature in connection with the merger, demerger, acquisition or share transfer.
V. When participating in a merger, demerger, acquisition or transfer of shares, the share exchange ratio or acquisition price shall not be changed at will, except in the following circumstances, and the circumstances under which the merger, demerger, acquisition or transfer of shares may be changed shall be set forth in the contract of merger, demerger, acquisition or transfer of shares:
(I) Cash capital increase, issuance of convertible bonds, gratis allotment of shares, issuance of corporate bonds with stock options, preferred shares with stock options, stock warrants and other marketable securities with stock options.
(II) Disposal of material assets of subsidiaries and other actions affecting the Company's financial operations.
(III) The occurrence of a major disaster, a major change in technology, or

other events affecting the Company's shareholders' equity or securities prices.

(IV) Adjustment of the purchase of treasury stock by either party involved in a merger, demerger, acquisition or transfer of shares in accordance with the law.
(V) Merger, demerger, acquisition or transfer of shares.
(VI) Changes in the number of entities or companies involved in mergers, demerger, acquisitions or share transfers.
VI. To participate in a merger, demerger, acquisition or transfer of shares, the deed shall set forth the rights and obligations of the company participating in the merger, demerger, acquisition or transfer of shares and shall set forth the following:
(I) Handling of breach of contract.
(II) The principles governing the handling of treasury stock issued or repurchased prior to the dissolution or demerger of a company as a result of a merger.
(III) The number of treasury shares that the participating company shall be allowed to repurchase after the base date for calculating the conversion ratio and the principles for handling such shares.
(IV) The handling of changes in the number of participating entities or companies.
(V) Estimated progress of project implementation and expected completion schedule.
(VI) If the plan is not completed by the deadline, the scheduled date of the shareholders' meeting shall be convened in accordance with the law and other related procedures.
VII. If any party involved in a merger, demerger, acquisition or transfer of shares intends to merge, divide, acquire or transfer shares with another company after the information has been made public, the participating company shall be exempted from convening a shareholders' meeting to resolve the merger, demerger, acquisition or transfer of shares, unless the number of participants has been reduced and the shareholders' meeting has resolved and authorized the Board of Directors to change the authority of the merger, demerger, acquisition or transfer of shares, and the procedures or legal acts performed in the original merger, demerger, acquisition or transfer of shares shall be repeated by all participating companies.
VIII. When participating in a merger, demerger, acquisition or transfer of shares, the following information shall be made a complete written record and kept for five years for inspection
(I) Basic personnel information: This includes the titles, names, and identification numbers (or passport numbers in the case of foreign nationals) of all persons who participated in or had knowledge of the

merger, demerger, or acquisition or share transfer plan or the plan's executors before the information was made public.

  - (II) Important dates: This includes the date of signing the letter of intent or memorandum of understanding, appointing a financial or legal advisor, signing a deed, and a board meeting.

  - (III) Important documents and proceedings: This includes merger, demerger or acquisition or share transfer plans, letters of intent or memorandum, material contracts and minutes of board meetings.

IX. If the Company participates in a merger, demerger, acquisition or transfer of shares, the Company shall, within two days from the date of the Board of Directors' resolution, report the information in the preceding paragraphs 1 and 2 in the prescribed form to the competent authorities for record on the Internet information system.
X. Companies involved in mergers, demergers or acquisitions or share transfers that are not listed companies or companies whose shares are traded on the business offices of securities dealers shall enter into agreements with them and comply with the provisions of Articles 8 and 9.
XI. Companies involved in mergers, demergers, acquisitions or share transfers that are not listed companies shall enter into agreements with such companies and shall comply with the provisions of Articles 3, 4, 7 and 8.
Article 9 Penalties
If the Company's managers and organizers negligently violate this procedure and cause serious damage to the Company, they shall immediately report to their immediate supervisors and top financial decision makers and deal with the matter in accordance with the Company's personnel and administrative rules and regulations; if the Company is found to have deliberately violated this procedure and caused damage to the Company, in addition to dealing with the matter in accordance with the Company's personnel and administrative rules and regulations, the Company may require the perpetrators to compensate for the Company's losses and report the process to the latest Board of Directors.
Article 10 Procedures for controlling the acquisition or disposal of assets by subsidiaries
I. For the acquisition or disposal of assets by the Company's subsidiaries, the "Handling Procedures of Acquisition and Disposal of Assets" shall be established in accordance with the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" established by the FSC, with the Company's advice, and implemented after the resolution of its audit committee and/or Board of Directors and/or shareholders' meeting, or as amended.
II. If a subsidiary is not a domestic listed company, and its acquisition or disposal of assets meets the standards stipulated in Article 4 of the Procedures for Disclosure of Information, the Company shall announce and report such assets on behalf of the subsidiary.

III. The Company shall supervise its subsidiaries to inspect whether the "Procedures for the Acquisition or Disposal of Assets" established by the Company comply with the relevant standards and whether the acquisition or disposal of assets are handled in accordance with the prescribed procedures.
IV. Internal auditors shall review the subsidiary's self-inspection report.
Article 11 Others
I. Assets acquired or disposed of pursuant to a merger, demerger, acquisition or transfer of shares in accordance with law as referred to in this procedure: It refers to assets acquired or disposed of in a merger, demerger or acquisition in accordance with the Business Merger and Acquisition Act, the Financial Holding Company Act, the Financial Institutions Merger Act or other laws, or the transfer of shares of another company by issuing new shares in accordance with the provisions of the Company Act (hereinafter referred to as the transfer of shares).
II. The related parties and subsidiaries referred to in this procedure shall be identified in accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers.
III. The 10% of total assets requirement under this procedure is calculated based on the amount of total assets in the most recent individual or individual financial report required by the Guidelines Governing the Preparation of Financial Reports by Securities Issuers; the amount of paid-in capital or total assets required by the publishable standards applicable to subsidiaries under Article 4-1 shall be the amount of paid-in capital or total assets of the Company.
IV. The term "investment in Mainland China" as used in this procedure refers to investment in Mainland China as stipulated by the Investment Review Committee of the Ministry of Economic Affairs for engaging in investment or technical cooperation in Mainland China.
V. The announcement reporting referred to in this procedure refers to the information reporting website designated by the FSC.
VI. If the Company's stock has no par value or the par value per share is not NT$10, the transaction amount of 20% of the paid-in capital shall be calculated based on 10% of the equity attributable to the owners of the parent company.
VII. Any matters not covered by these procedures shall be handled in accordance with the relevant laws and regulations and the relevant rules and regulations of the Company.
Article 12 If a transaction of acquisition or disposal of assets is required to be reported to the Board of Directors for discussion, or if this procedure is established or amended, it shall be approved by at least one-half of all members of the Audit Committee and submitted to the Board of Directors for resolution. If not approved by more than half of all members of the Audit Committee, the Audit Committee may be approved by two-thirds of all directors, and the resolution

of the Audit Committee shall be recorded in the minutes of the Board of Directors' meeting. This procedure shall be implemented after approved by the Board of Directors and submitted to the shareholders' meeting for approval, and the same applies to any amendment. All members of the Audit Committee and all directors referred to in the preceding paragraph shall be counted as those who are actually in office.

Article 13 The total amount of the Company's investments in marketable securities, the limit on individual investments, and the total amount of real estate not for business use and its right-of-use assets are authorized to be prescribed by the Board of Directors after specifying the amount to be included in this procedure. Please refer to the schedule for the "Schedule of Approval Authority for Acquisition or Disposal of Assets and Investment in Marketable Securities". Article 14 This procedure was formulated on December 14, 2006. The 1st amendment was made on September 19, 2007. The 2nd amendment was made on June 6, 2012. The 3rd amendment was made on June 11, 2014. The 4th amendment was made on June 13, 2017. The 5th amendment was made on June 12, 2019. The 6th amendment was made on June 2, 2020.

Schedule: "Schedule of Approval Authority for Acquisition or Disposal of Assets and Investment in Marketable Securities"

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Total
Individual
Assets Auditor Audit Authority investible
investment limits
amount
Board of
Real estate for operation
Directors
Real estate and right-of-use Board of 30% of the 15% of the net
assets not for operation Directors net value value
Board of
Long-term equity Directors [Over NT$100 million ] 50% of the 25% of the net
net value value
Chairman Less than NT$100 million (inclusive)
※ Investment and establishment of 100% of the shares of the Company's directly or indirectly owned
subsidiaries are not subject to the limit on the total amount of long-term equity available for investment.
Chairman Over NT$10 million 50% of the 15% of the net
long-term bond
President Less than NT$10 million (inclusive) net value value
※ In addition to public bonds, investments in long-term bonds must be secured by corporate bonds.
Chairman Over NT$10 million 20% of the 5% of the net
Short-term equity
President Less than NT$10 million (inclusive) net value value
※ The total amount of long-term equity investments plus short-term equity investments shall not exceed the
net worth of the Company.
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Total
Individual
Assets Auditor Audit Authority investible
investment limits
amount
President Over NT$10 million
Chief
Short-term bonds and 40% of the 15% of the net
Financial
bond-type funds Less than NT$10 million (inclusive) net value value
Officer /
CFO
President Over NT$100 million
Chief
40% of the 15% of the net
Money market funds Financial
Less than NT$100 million (inclusive) net value value
Officer /
CFO
※ Short-term bonds shall not be operated by any pledge, margin or similar means through multiplier-doubling
leverage, which has the effect of enlarging profit or loss.
Other marketable securities [Chairman] [Over NT$10 million ] 20% of the 5% of the net
President Less than NT$10 million (inclusive) net value value
Board of
Directors [Over NT$100 million ]
Intangible assets and other
important assets Chairman [Over NT$30 million, up to NT$100 ]
million (inclusive)
President Less than NT$30 million (inclusive)
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Appendix IV: Shareholdings of Directors

I. As of the closing date of the Annual Shareholders' Meeting, (April 1, 2022), the paid-in capital of the Company is NT$758,552,260 with 75,855,226 shares, and the minimum number of shares to be held by all directors is 6,068,418 shares in accordance with Article 26 of the Securities and Exchange Act.
II. As of the closing date of the Annual Shareholders' Meeting, the actual shareholdings of all directors of the Company are as follows:

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Closing date of stock transfer: April 1, 2022
Number of shares held recorded in
shareholders register on book closure date
Title Name
Percentage of
Shares
shareholding(%)
Chairman Yu-Kuo(Hermit) Huang 376,006 0.50
Kang Li Investment Co.:
Director Representative: 11,454,429 15.10
Yu-Chih(Benjamin) Tseng
Kang Li Investment Co.:
Director 11,454,429 15.10
Representative: Hong-Jye Hong
Director Xi-Hua(Sheaffer) Lee 526,290 0.69
Independent
Wei-shun(Max) Cheng 0 0
Director
Independent
Hong-Bo(Haydn) Hsieh 0 0
Director
Independent
Shih-Chien(Jerry) Chou 0 0
Director
Total number and percentage of shares held by all
12,356,725 16.29
directors
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Note 1: In accordance with Article 2 of the "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies", "if a public company has elected two or more independent directors, the share ownership figures calculated at the rates set forth in the preceding paragraph for all directors and supervisors other than the independent directors and shall be decreased by 20 percent". The Company has established an Audit Committee. Therefore, the shareholding for supervisors is not applicable.

AI assistant

Raydium — AGM Information 2022

52350_rns_2022-06-08_4658e1eb-bee8-442e-8947-0510a821b323.pdf

Table of Contents

Chapter 1 Meeting Procedures

Raydium Semiconductor Corporation 2022 Annual Shareholders’ Meeting Procedures

Chapter 2 Meeting Agenda

Raydium Semiconductor Corporation

2022 Annual Shareholders’ Meeting Agenda

III. Report Items

IV. Recognition Items

V. Discussion Items

VI. Extemporary Motions

VII. Adjournment

Report Items

1. To report the business of 2021

2. To report the 2021 Audit Committee's review

3. To report 2021 employees’ profit sharing and directors’ compensation

4. To report 2021 earnings distribution

Recognition Items

1. To recognize 2021 Business Report and Financial Statements (Proposed by the Board)

Explanation:

Resolution:

2. To recognize the proposal for the distribution of 2021 earnings (Proposed by the Board)

Resolution:

Discussion Items

Resolution:

2. To discuss the amendment to the “Procedures for Acquisition or Disposal of Assets” (Proposed by the Board)

Resolution:

3. To propose the release of directors and representatives from non-competition restriction Explanation:

Resolution:

Extemporary Motions

Adjournment

Attachment I:

Independent Auditors’ Report and 2021 Consolidated Financial Statements

Opinion

Basis for Opinion

Key Audit Matters

Valuation of Inventories

Description of key audit matters:

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

KPMG

(English Translation of the Consolidated Financial Statements Originally Issued in Chinese)

Raydium Semiconductor Corporation and Subsidiaries

Consolidated Balance Sheets

December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

(English Translation of the Consolidated Financial Statements Originally Issued in Chinese)

Raydium Semiconductor Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)

(English Translation of the Consolidated Financial Statements Originally Issued in Chinese) Raydium Semiconductor Corporation and Subsidiaries Consolidated Statements of Changes in Equity For the years ended December 31, 2021 and 2020 (Expressed in Thousands of New Taiwan Dollars)

(English Translation of the Consolidated Financial Statements Originally Issued in Chinese) Raydium Semiconductor Corporation and Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2021 and 2020 (Expressed in Thousands of New Taiwan Dollars)

Attachment II:

Independent Auditors’ Report and 2021 Parent Company Only Financial Statements

Independent Auditors' Report

Opinion

Basis for Opinion

Key Audit Matters

Valuation of inventories

Description of key audit matters:

key audit matters.

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

(English Translation of Financial Statements Originally Issued in Chinese)

Raydium Semiconductor Corporation

Balance Sheets

December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

(English Translation of Financial Statements Originally Issued in Chinese) Raydium Semiconductor Corporation Statements of Comprehensive Income For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)

(English Translation of Financial Statements Originally Issued in Chinese) Raydium Semiconductor Corporation Statements of Changes in Equity

For the years ended December 31, 2021 and 2020

(English Translation of Financial Statements Originally Issued in Chinese) Raydium Semiconductor Corporation

Statements of Cash Flows

For the years ended December 31, 2021 and 2020 (Expressed in Thousands of New Taiwan Dollars)

Attachment III:

Raydium AGM Information 2022