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Raydium Semiconductor Corporation 2023 Annual Shareholders’ Meeting Minutes (English Translation for Reference Only)

Time: 9:00 a.m., Monday, May 29, 2023 Venue: Conference Room, No. 1, Gongye E. 2nd Rd., East Dist., Hsinchu Science Park Convening Method: Physical Shareholders' Meeting

The Number of Shares of Attendance:

Total Raydium outstanding shares: 75,855,226 shares Total shares represented by shareholders present in person or by proxy ： 53,628,604 shares(including 38,299,702 shares casted electronically) Percentage of shares held by shareholders present in person or by proxy: 70.69%

Directors present ： 4 directors attended, more than half of the 7 directors Hermit Huang (Chairman) Hong-Jye Hong (Representative of Konly Venture Corp.) Max Cheng (Independent Director, Audit Committee Convener) Jerry Jou (Independent Director)

Attendees ： Chien-Hui Lu (CPA of KPMG Firm in Taiwan) Jin-Shu,Huang (Lawyer of Sunshine law firm) WT Lin (President) Patty Lin (Assistant Vice President of Finance)

Chairman ： Hermit Huang Recorder ： Patty Lin

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1. Commencement

(The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chair called the meeting to order.)

2. Chairman’s Address (omitted)

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3. Report Items

(I) 2022 Business Report

Due to overly optimistic market expectations in 2021, quarterly adjustments were made in 2022 to accommodate changing market demand. Meanwhile, as geopolitical conflicts, inflation, interest rate hikes, and repeated lockdowns due to the pandemic, caused a rapid contraction of the global consumer market, leading to a significant adjustment of inventory levels in supply chain. The tech industry, which had previously thrived during the pandemic, shifted from a shortage of materials to an issue of how to manage excess inventory. Companies are now faced with the challenge of navigating the economic winter and waiting for recovery. In the first half of 2022, Raydium recorded its best semiannual results to date from the sales of AMOLED driver ICs. In the second half of the year, despite challenges in the economy, our diverse product lines and solid business fundamentals enabled us to push through the difficult period. Consolidated revenue for 2022 reached NT$22.822 billion, a 8.1% decrease from the previous year; overall gross margin decreased to 40.5% due to lower demand and higher costs; consolidated net income for the year was NT$3.862 billion, a decrease of 10% from the previous year.

Looking back on Raydium's milestones in 2022, we not only listed on the Taiwan Stock Exchange at the beginning of the year, starting our journey to the capital market, but also generated increasing revenue from the sales of AMOLED driver ICs as well as automotive and industrial control driver ICs which have become important product lines for further development. The sales of AMOLED, automotive, and industrial control products accounted for over 60% of our revenue. While large-size LCD display driver ICs belong to a mature market, we still proactively develop new customers to mitigate risks. Large-size LCD display driver ICs, AMOLED driver ICs, automotive and industrial control driver ICs have become the three main pillars for Raydium's revenue growth.

With the corporate spirit of value focus and innovation, Raydium has been putting continuous efforts in diversifying our product portfolio. In terms of product development, for large-size display products, we have launched a design with ultra-narrow bezel and low power consumption for use in laptops. This design reduces the overall power consumption of the drive system with our selfdeveloped timing control ICs and also creates ultra-narrow bezel and high screen ratio with a doublesided receiving structure for display panels. For small and medium-size display products, we continuously launch more power-saving and better image quality AMOLED series products and promote the penetration of AMOLED panels from high-end to mid-end smartphones. We also expanded the application to foldable smartphones, tablets, IT NB products, and even foldable AMOLED laptops, breaking ground in the realm of foldable technology for car display products, intelligent vehicle technologies have been rapidly developing, and the display technology and application have been trending towards large screen, high resolution, and touch integration. Raydium has launched timing control ICs to be integrated with drive ICs in order to provide a comprehensive solution for large-screen displays. At the same time, we have also launched TDDI products integrating touch to create an easy-to-use interface for safer, more intuitive, and optimized driving experience.

Highly integrated products are a key focus of of Raydium's product development, including not only the aforementioned TDDI products for car displays, but also display drivers and touch integrated ICs for AMOLED wearables and smartphones. We have been mass-producing TDDI wearable products for years, and we continue to introduce new generations of products to improve power efficiency and display performance. Our TDDI products for smartphones is currently in the development and verification phase to prepare for future demands. In terms of large LCD products, the focus is on the development of TED (Timing controller and Display driver integration) and LTDI (Touch and Display driver integration) ICs for IT products. TED effectively brings into play the

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advantages of narrow bezel and low power consumption as well as enhances the added value of driver chips, while LTDI adds active pen functionality to provide better touch experiences and expand application scope.

Raydium has also invested in the development of new-generation display technologies and are committed to providing more comprehensive solutions to our display panel customers. With the "highchannel scanning/direct-drive micro LED and mini LED dual-purpose integrated driver chip", we have been able to increase the output channels to 384 channels and overcome the shortcomings of traditional scanning driver chips with fewer output channels, for which we won the Gold Panel Award 2022.

Facing the vigorous development of the semiconductor industry, Raydium strives to continually evolve to meet the changing environment. By listening to and understand our customer’s needs, we response promptly and efficiently to solve their pain points through technology and service. By continuing to strength research and development capabilities, obtain insights into market demand, invest in new-generation display technologies, and enhance the value of end products, we aim to establish long-term partnerships built on trust with our customers. As the supply chain shifts from a long, centralized chain to a short, decentralized one, establishing supply chain resilience has become an important mission to strengthen our business management. We continue to develop new process capabilities and cultivate diverse supply partners to adapt to the changing supply chain network and ensure uninterrupted supply.

Looking forward to 2023, as the pressure of geopolitics, economic conflicts, inflation, and rising interest rates continue to threaten global economic recovery, in order to tackle challenges and push through difficulties, Raydium will work together as one to reinforce our business resilience, continue to invest in research and development, implement forward-looking new-generation technology, and collaborate with customers and suppliers in creating, sharing, and achieving fruitful business results. Raydium continues to build a good corporate governance culture, comply with laws and regulations, and balance the interests of stakeholders. By promoting the development of a sustainable environment, fulfilling our corporate social responsibility, and implementing a corporate governance culture, we strive to enhance our sustainable competitiveness. We hope that with the support and encouragement of the shareholders, the team at Raydium will spare no effort in creating excellent achievements.

To all shareholders

Wishing you all health, happiness and prosperity. Sincerest regards,

Chairman: Hermit Huang President: Hermit Huang Chief Accounting Officer: Patty Lin

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(II) 2022 Audit Committee's Review Report

Audit Committee's Review Report

The Board of Directors has prepared the Company’s Business Report, Financial Statements, and Earnings Distribution Proposal for the year of 2022. The Financial Statements have been audited by Chien-Hui Lu and Mei-Yu Tseng, Certified Public Accountants of KPMG Taiwan, and an audit report has been issued accordingly. The aforementioned 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 Corporation. 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 Corporation 2023 Annual Shareholders’ Meeting

Chair of the Audit Committee Max Cheng February 23, 2023

(III) 2022 Distribution of Employee Compensation and Director Remuneration

The amount of employee compensation and director remuneration for 2022 is NT$789,984,733 and NT$42,701,877 respectively, which is the same as the amount of expenses recognized in 2022 and was fully paid in cash.

(IV) 2022 Earnings Distribution of Cash Dividends

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 2022 is NT$3,862,335,789 and the distribution of cash dividends to shareholders is NT$3,110,064,266. The cash dividends shall be distributed in the amount of NT$41 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.
4 -

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4. Recognition Items

■ Item 1 ■

Subject: 2022 Business Report and Financial Statements are hereby submitted for recognition. (Proposed by the Board of Directors) Description:

I. The 2022 Financial Statements have been approved by the Board of Directors of the Company and have been audited by CPAs Chien-Hui Lu and Mei-Yu Tseng from KPMG Taiwan.
II. We hereby submit the Company’s Business Report and Financial Statements for 2022 to the Audit Committee for examination and completion, and issue an audit report thereon.
III. Please refer to the Business Report (P.2-3), Audit Committee's Review Report (P.4), and Attachments I to II (P.8-P.23) for the CPA’s Audit Report and Financial Statements.

Voting Results: Total votes represented by shareholders present in person or by proxy (including electronic voting): 53,628,604

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Voting Result Voting rights % of votes
Approval votes 52,789,400 98.43
Disapproval votes 226,505 0.42
Invalid votes 0 0.00
Abstention votes/no votes 612,699 1.14
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RESOLVED, that the above proposal be and hereby was accepted as proposed.

■ Item 2 ■

Subject: 2022 Earnings Distribution is hereby submitted for recognition. (Proposed by the Board of Directors)

Description: The Board of Directors has approved the 2022 Earnings Distribution and audited by the Audit Committee, please refer to Attachment III (P.24).

Voting Results: Total votes represented by shareholders present in person or by proxy (including electronic voting): 53,628,604

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Voting Result Voting rights % of votes
Approval votes 53,186,110 99.17
Disapproval votes 15,747 0.02
Invalid votes 0 0.00
Abstention votes/no votes 426,747 0.79
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RESOLVED, that the above proposal be and hereby was accepted as proposed.

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5. Discussion and Election Items

■ Item 1 ■

Subject: The amendment to the “Rules and Procedures of Shareholders’ Meeting” is hereby submitted for discussion. (Proposed by the Board of Directors)

Description: In accordance with the amended laws, it is proposed to amend some provisions of the “Rules and Procedures of Shareholders’ Meeting”. Please refer to Attachment IV (P.25) for a comparison of the amended provisions.

Voting Results: Total votes represented by shareholders present in person or by proxy (including electronic voting): 53,628,604

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Voting Result Voting rights % of votes
Approval votes 52,815,335 98.48
Disapproval votes 27,597 0.05
Invalid votes 0 0.00
Abstention votes/no votes 785,672 1.46
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RESOLVED, that the above proposal be and hereby was accepted as proposed.

■ Item 2 ■

Subject: The election of seven directors (including three independent directors) is hereby submitted for discussion. (Proposed by the Board of Directors)

Description: I. The term of office of the seventh board of directors and independent directors was originally scheduled to expire on June 1, 2023, and a re-election will be held at this annual shareholders' meeting
II. In accordance with Article 12 of the Company's Articles of Incorporation, seven directors (including three independent directors) will be elected using a candidate nomination system.
III. The newly-appointed directors and independent directors shall serve for a term of three years, starting from May 29, 2023 and ending on May 28, 2026. The term of office of the outgoing directors and independent directors shall expire upon the completion of this annual shareholders' meeting.
IV. This re-election shall be conducted in accordance with the Company’s “Procedures for Election of Directors”.
V. Please refer to Attachment V (P.26- P.27) for the List of Director and Independent Director Candidates.
Election Results: 7 directors (including 3 independent directors) were elected by the shareholders present. The term of the office of the elected eighth-term is three years commencing on May 29, 2023 and expiring on May 28, 2026. The list of the newly elected directors with indication of votes received by each was as listed below:

Directors

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Shareholder account No./ID No. Shareholder Name or Name Votes Received
83 Hermit Huang 62,847,076
Konly Venture Corp.
2 42,362,747
Representative: Hong-Jye Hong
Konly Venture Corp.
2 42,282,157
Representative: Amy Ku
77 Sheaffer Lee 42,279,314
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Independent Director

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Shareholder account No./ID No.	Shareholder Name or Name	Votes Received
L12132****	Max Cheng	42,132,105
N10159****	Haydn Hsieh	42,066,059
T12023****	JerryJou	42,046,409

■ Item 3 ■

Subject: The proposed release of newly-elected directors and their representatives from noncompetition restriction is hereby submitted for discussion. (Proposed by the Board of Directors)

Description: I. According to Article 209 of the Company Act, “a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.”
II. Since the newly-elected 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 hereby approved to release the newly-elected directors and their representatives at this annual shareholders' meeting from non-competition restriction. Please refer to Attachment VI (P.28).

Voting Results: Total votes represented by shareholders present in person or by proxy (including electronic voting): 53,628,604

VotingResult	Votingrights	%of votes
Approval votes	52,468,526	97.83
Disapproval votes	321,606	0.59
Invalid votes	0	0.00
Abstention votes/no votes	838,472	1.56

RESOLVED, that the above proposal be and hereby was accepted as proposed.

6. Extemporary Motions

There is no formally established extemporary motion, the chairman announced the adjournment of the shareholders meeting.

7. Adjournment

The meeting was adjourned at 9:33 a.m.

【There were no shareholders’ questions this shareholders’ meeting.】

(Note : Because the percentage of approval votes, disapproval votes, invalid votes, abstention votes and no votes held by total votes is calculated unconditionally rounded down to the second decimal place, the total percentage will not be exactly equal to 100.00 %.)

Attachment I:Independent Auditors’ Report and 2022 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 (“ the Company”) and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for each of 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 Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Account of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirement. 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 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:

1. Valuation of inventories

Please refer to note 4(8) for the accounting policy of inventory valuation; note 5 for the estimation and assumption uncertainty of the valuation of inventory; and note 6(4) for information on estimation of the valuation of inventory to the consolidated financial statements.

Description of key audit matter:

The Group may write down the cost of inventories to net realizable value due to normal wear and tear, obsolescence or no market value. The inventory valuation may result in material changes because of decline in demand and prices. Due to the introduction of new products in the market, the original outdated products no longer meet the market demand, resulting in the cost of inventory to exceed its net realizable value. Therefore, the valuation of inventory is one of our key audit matters.

How the matter was addressed in our audit:

The principal procedures include testing the inventory aging reports and analyzing the aging of inventories for each period; inspecting the production and sales meetings to assess the destocking; assessing whether the valuation of inventories has been carried out in accordance with the established accounting policies; and performing retrospective testing on inventories to verify the appropriateness of the inventory provision.

Revenue recognition from contracts with customers

Please refer to note 4(14) “Revenue recognition” for the accounting policy on revenue recognition; and note 6(19) “Revenues from contracts with customers” for revenue recognition.

Description of key audit matter:

The Group mainly engages in the development, design and sale of display driver, touch control, and power management integrated circuit products. The recognition of operating revenue is determined according to the trading conditions agreed with the customers. The Group recognizes revenue depending on the various sales terms in each individual contract with customers to ensure its performance obligation has been satisfied by transferring its control to its customer. It is necessary to determine the performance obligations and the time at which they are satisfied. Therefore, the appropriateness of timing of revenue recognition is one of our key audit matters.

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures included understanding and testing the Group's controls surrounding the revenue process and cash collection transaction process; analyzing the type of principal revenue and trading terms; selecting samples and inspecting contracts with customers or customers' orders to assess the adequacy of the Group's timing on revenue recognition; and randomly selecting sales transactions incurred within a certain period before or after the balance sheet date by reviewing documents to ensure that revenue was recognized in the appropriate period.

Other Matter

The Company has prepared its parent-company-only financial statements as of and for the years ended December 31, 2022 and 2021, 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 Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the IFRS, IAS, IFRIC, 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and 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 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 and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
10 -

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

The engagement partners on the audit resulting in this independent auditors’ report are Chien-Hui Lu and Mei Yu Tseng.

KPMG

Taipei, Taiwan (Republic of China) February 23, 2023

Notes to Readers

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

The auditors’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and consolidated financial statements, the Chinese version shall prevail.

11 -

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

Raydium Semiconductor Corporation and Subsidiaries

Consolidated Balance Sheets

December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Assets Current assets: 1100 Cash and cash equivalents (note 6(1)) 1110 Financial assets at fair value through profit or loss`－`current (note 6(2)) 1120 Financial assets at fair value through other comprehensive income`－`current (note 6(2)) 1170 Accounts receivable, net (note 6(3)) 1180 Accounts receivable`－`related parties, net (note 6(3) and 7) 1210 Other receivables`－`related parties (note 7) 130X Inventories (note 6(4)) 1476 Other financial assets`－`current (notes 6(1)`、`(3)`、`(8)`、`8 and 9) 1479 Other current assets (note 6(9)) Non-current assets: 1517 Financial assets at fair value through other comprehensive income`－`non- current (note 6(2)) 1600 Property, plant and equipment (note 6(5)) 1755 Right-of-use assets (note 6(6)) 1780 Intangible assets (notes 6(7) and 7) 1840 Deferred tax assets (note 6(15)) 1980 Other financial assets`－`non-current (notes 6(8) and 9) 1990 Other non-current assets (note 6(9)) Total assets	December 31, 2022 Amount % $ 8,418,727 39 356,790 2 7,680 - 757,908 4 2,143,609 10 - - 3,705,911 17 3,482,187 16 152,889 1 19,025,701 89 528,008 2 337,912 2 22,228 - 343,278 1 212,252 1 376,921 2 727,360 3 2,547,959 11 $ 21,573,660 100	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 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (note 6(10)) 2130 Contract liabilities`－`current (note 6(19)) 2170 Accounts payable 2201 Salaries and bonuses payable 2220 Other payables`－`related parties (note 7) 2230 Current income tax liabilities 2250 Provision`－`current (note 6(12)) 2300 Other current liabilities (notes 6(11)`、`(14) and 9) Non-Current liabilities: 2527 Contract liabilities`－`non-current (note 6(19)) 2550 Provision`－`non-current (note 6(12)) 2570 Deferred tax liabilities (note 6(15)) 2580 Lease liabilities`－`non-current (note 6(11)) 2640 Net defined benefit liability`－`non-current (note 6(13)) 2645 Guarantee deposits received (notes 6(14) and 9) Total liabilities Equity(notes 6(16) and (17)): 3110 Common stock 3140 Capital collected in advance 3200 Capital surplus 3300 Retained earnings 3400 Other equity Total equity Total liabilities and equity	December 31, 2022	December 31, 2022		December 31, 2021
			Amount	%		Amount % - - 214,476 1 3,542,285 18 3,497,020 18 131 - 666,426 3 - - 713,268 4 8,633,606 44 418,231 2 - - 3,371 - 5,665 - 502 - 1,107,520 6 1,535,289 8 10,168,895 52 669,368 4 410,564 2 853,315 5 6,987,263 36 112,872 1 9,033,382 48 19,202,277 100
			$ 32,115 316,351 1,429,818 3,945,728 135 405,896 55,529 1,015,501 7,201,073 364,405 111,059 22,006 15,602 118 921,960 1,435,150 8,636,223 758,552 - 4,712,933 7,436,498 29,454 12,937,437 $ 21,573,660	- 1 7 18 - 2 - 5 33 2 1 - - - 4 7 40 4 - 22 34 - 60 100

See accompanying notes to consolidated financial statements.

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

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

			For the years ended	For the years ended	December 31,	December 31,
			2022		2021
			Amount	%	Amount	%
4000	Operating revenues (notes 6(19)`、`7 and 14)	$	22,822,164	100	24,833,838	100
5000	Operating costs (notes 6(4)`、`(7)`、`(12)`、`(13)`、`(17)`、`(21) and 12)		13,585,483	59	14,202,144	57
	Gross profit		9,236,681	41	10,631,694	43
	Operating expenses(notes 6(3)`、`(7)`、`(11)`、`(13)`、`(17)`、`(21)`、`7
	and 12):
6100	Selling expenses		887,199	4	719,988	3
6200	General and administrative expenses		547,314	3	494,875	2
6300	Research and development expenses		4,157,176	18	4,274,315	18
6450	Expected credit impairment losses		7,891	-	23,825	-
	Total operating expenses		5,599,580	25	5,513,003	23
	Operating income		3,637,101	16	5,118,691	20
	Non-operating income and expenses(notes 6(20) and 7):
7010	Other income		33,330	-	51,447	-
7020	Other gains and losses		752,231	3	(84,931)	-
7050	Finance costs		(792)	-	(778)	-
7100	Interest income		83,178	1	6,416	-
			867,947	4	(27,846)	-
	Income before income tax		4,505,048	20	5,090,845	20
7950	Less: Income tax expenses (note 6(15))		642,712	3	799,864	3
	Net income		3,862,336	17	4,290,981	17
8300	Other comprehensive income (loss):
8310	Items that will not be reclassified subsequently to profit or loss
8311	Remeasurements of defined benefit plans (note 6(13))		384	-	41	-
8316	Unrealized gains (losses) from investments in equity instruments
	measured at fair value through other comprehensive income
	(note 6(16))		(78,418)	-	134,395	1
8349	Less: Income tax related to items that will not be reclassified to profit
	or loss		17,024	-	-	-
	Total item that will not be reclassified subsequently to profit
	or loss		(95,058)	-	134,436	1
8360	Items that may be reclassified subsequently to profit or loss
	(note 6(16))
8361	Exchange differences on translation of foreign operatings		1,636	-	(239)	-
8399	Less: Income tax related to items that may be reclassified to profit or
	loss (note 6(15))		327	-	(48)	-
	Total items that may be reclassified subsequently to profit or
	loss		1,309	-	(191)	-
8300	Other comprehensive income (loss), net of tax		(93,749)	-	134,245	1
8500	Total comprehensive income (loss)	$	3,768,587	17	4,425,226	18
	Earnings per share (New Taiwan Dollars)(note 6(18))
9750	Basic earnings per share	$		51.23		65.09
9850	Diluted earnings per share	$		49.38		62.93

See accompanying notes to consolidated financial statements.

13 -

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

Raydium Semiconductor Corporation and Subsidiaries Consolidated Statements of Changes in Equity For the Years Ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

Capital Common stock Capital collected in advance $ 669,434 - - - - - - - - - - - - - - 410,564 (66) - - - 669,368 410,564 - - - - - - - - - - - - 89,250 (410,564) (66) - - - $ 758,552 -		Retained earnings		Other equity
			Exchange differences on translation of foreign operations (610) - (191) (191) - - - - - - (801) - 1,309 1,309 - - - - - - 508	Unrealized gains (losses) on financial assets at fair value through other comprehensive income Unearned employee compensation (10,007) (45,935) - - 134,395 - 134,395 - - - - - - - - - - 35,220 - - 124,388 (10,715) - - (95,442) - (95,442) - - - - - - - - - - 10,715 - - 28,946 -
Common stock $ 669,434 - - - - - - - (66) - 669,368 - - - - - - 89,250 (66) - $ 758,552	Legal reserve 945,522 - - - 85,713 - - - - - 1,031,235 - - - 429,102 - - - - - 1,460,337	Special reserve
		8,656		(10,007) - 134,395 134,395 - - - - - - 124,388 - (95,442) (95,442) - - - - - - 28,946
		- -
		-
		- 1,960 - - - -
		10,616
		- -
		-

See accompanying notes to consolidated financial statements.

14 -

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Raydium Semiconductor Corporation and Subsidiaries Consolidated Statements of Cash Flows For the Years Ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

		For the years ended	December 31,
		2022	2021
Cash flows from operating activities:
Income before income tax	$	4,505,048	5,090,845
Adjustments for:
Depreciation		210,789	141,111
Amortization		160,128	130,335
Expected credit impairment loss		7,891	23,825
Net losses (gains) on financial assets and liabilities at fair value through profit or loss		(1,303)	226
Interest expense		792	778
Interest income		(83,178)	(6,416)
Dividend income		(17,900)	(2,248)
Compensation costs of share-based payments		11,273	171,329
Inventory valuation and obsolescence losses		442,850	75,182
Other non-cash-related loss (gain)		189,468	(896)
Income and expense adjustments		920,810	533,226
Changes in operating assets and liabilities:
Financial assets at fair value through profit or loss		(26,714)	581,617
Accounts receivable and other receivables (including related parties)		3,326,022	(2,958,756)
Inventories		(2,006,356)	(591,251)
Other financial assets		(495,498)	39,440
Other operation assets		41,374	(414,717)
Contract liabilities		48,049	531,519
Accounts payable and other payables (including related parties)		(2,112,463)	758,480
Other operating liabilities		682,760	2,479,359
Total changes in operating assets and liabilities		(542,826)	425,691
Total adjustments		377,984	958,917
Cash flow generated from operations		4,883,032	6,049,762
Interests received		80,206	6,411
Dividends received		17,900	2,248
Interests paid		(705)	(813)
Income taxes paid		(1,017,068)	(142,653)
Net cash provided by operating activities		3,963,365	5,914,955
Cash flows from investing activities:
Acquisition of financial assets at fair value through other comprehensive income		(239,123)	(238,388)
Proceeds from capital reduction of financial assets at fair value through other		35,978	-
comprehensive income
Acquisition of property, plant and equipment		(81,234)	(365,480)
Increase in intangible assets		(165,033)	(170,446)
Increase in other non-current assets		(128,883)	(60,203)
Increase in other financial assets		(1,889,023)	(576,968)
Net cash used in investing activities		(2,467,318)	(1,411,485)
Cash flows from financing activities:
Increase (decrease) in short term borrowings		32,115	(171,042)
Increase (decrease) in guarantee deposits received		(111,303)	1,387,250
Repayments of the principal portion of lease liabilities		(6,772)	(7,428)
Cash dividends paid		(3,413,485)	(702,837)
Proceeds from capital increase		3,537,462	410,564
Others		218	242
Net cash provided by financing activities		38,235	916,749
Effect of exchange rate changes on cash and cash equivalents		1,459	(160)
Net increase in cash and cash equivalents		1,535,741	5,420,059
Cash and cash equivalents at beginning of the year		6,882,986	1,462,927
Cash and cash equivalents at end of the year	$	8,418,727	6,882,986

See accompanying notes to consolidated financial statements.

15 -

Attachment II:Independent Auditors’ Report and 2022 Parent Company Only Financial Statements

Independent Auditors’ Report

To the Board of Directors of Raydium Semiconductor Corporation:

Opinion

We have audited the parent-company-only financial statements of Raydium Semiconductor Corporation (“the Company”), which comprise the parent-company-only balance sheets as of December 31, 2022 and 2021, the parent-company-only statements of comprehensive income, changes in equity and cash flows for the years ended, then 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 parent-company-only financial position of the Company as of December 31, 2022 and 2021, and its parent-company-only financial performance and its parent-company-only cash flows for each of 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 Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent-company-only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Account of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirement. 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 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 audit report are as follows:

1. Valuation of inventories

Please refer to note 4(7) for the accounting policy of inventory valuation, note 5 for the estimation and assumption uncertainty of the valuation of inventory, and note 6(4) for information on estimation of the valuation of inventory to the parent-company-only financial statements.

16 -

Description of key audit matter:

The parent-company-only Company may write down the cost of inventories to net realizable value due to normal wear and tear, obsolescence or no market value. The inventory valuation may result in material changes because of decline in demand and prices. Due to the introduction of new products in the market, the original outdated products no longer meet the market demand, resulting in the cost of inventory to exceed its net realizable value. Therefore, the valuation of inventory is one of our key audit matters.

How the matter was addressed in our audit:

Revenue recognition from contracts with customers

Please refer to note 4(14) “Revenue recognition” for the accounting policy on revenue recognition; and note 6(20) “Revenues from contracts with customers” for revenue recognition.

Description of key audit matter:

The Company mainly engages in the development, design and sale of display driver, touch control, and power management integrated circuit products. The recognition of operating revenue is determined according to the trading conditions agreed with the customers. The Company recognizes revenue depending on the various sales terms in each individual contract with customers to ensure its performance obligation has been satisfied by transferring its control to its customer. It is necessary to determine the performance obligations and the time at which they are satisfied. Therefore, the appropriateness of timing of revenue recognition is one of our key audit matters.

How the matter was addressed in our audit:

In relation to the key audit matter above, our principal audit procedures included understanding and testing the Company ' s controls surrounding the revenue process and cash collection transaction process; analyzing the type of principal revenue and trading terms; selecting samples and inspecting contracts with customers or customers' orders to assess the adequacy of the Company ' s timing on revenue recognition; and randomly selecting sales transactions incurred within a certain period before or after the balance sheet date by reviewing documents to ensure that revenue was recognized in the appropriate period.

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 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 parentcompany-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 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 Company or to cease operations, or has no realistic alternative but to do so.

17 -

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

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

Identify and assess the risks of material misstatement of the parent-company-only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the 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 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 and appropriate audit evidence regarding the financial information of the investment in entities accounted for using equity method to express an opinion on the parent-company-only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

18 -

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

The engagement partners on the audit resulting in this independent auditors’ report are Chien-Hui Lu and Mei Yu Tseng.

KPMG

Taipei, Taiwan (Republic of China) February 23, 2023

Notes to Readers

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

The auditors’ report and the accompanying parent-company-only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and parent-company-only financial statements, the Chinese version shall prevail.

19 -

(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese) Raydium Semiconductor Corporation

Balance Sheets

December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Assets Current assets: 1100 Cash and cash equivalents (note 6(1)) 1110 Financial assets at fair value through profit or loss`－`current (note 6(2)) 1120 Financial assets at fair value through other comprehensive income - current (note 6(2)) 1170 Accounts receivable, net (note 6(3)) 1180 Accounts receivable`－`related parties, net (note 6(3) and 7) 1210 Other receivables`－`related parties (note 7) 130X Inventories (note 6(4)) 1476 Other financial assets`－`current (notes 6(1)`、`(3)`、`(9)`、`8 and 9) 1479 Other current assets (note 6(10)) Non-current assets: 1517 Financial assets at fair value through other comprehensive income`－`non- current (note 6(2)) 1550 Investments accounted for using equity method (note 6(5)) 1600 Property, plant and equipment (note 6(6)) 1755 Right-of-use assets (note 6(7)) 1780 Intangible assets (notes 6(8) and (7)) 1840 Deferred tax assets (note 6(16)) 1980 Other financial assets`－`non-current (notes 6(9) and 9) 1990 Other non-current assets (note 6(10)) Total assets	December 31, 2022 Amount % $ 8,369,521 39 356,790 2 7,680 - 757,280 4 2,116,155 10 - - 3,693,250 17 3,482,186 16 152,490 1 18,935,352 89 528,008 2 - - 327,994 1 16,629 - 343,189 2 212,252 1 375,853 2 727,360 3 2,531,285 11 $ 21,466,637 100	December 31, 2021 Amount % 6,809,335 36 328,773 2 10,302 - 2,848,537 15 3,288,533 17 990 - 2,121,201 11 1,055,870 6 228,843 1 16,692,384 88 400,659 2 78,394 - 440,678 2 1,091 - 335,828 2 97,142 1 464,791 2 563,514 3 2,382,097 12 19,074,481 100 Liabilities and Equity Current liabilities: 2130 Contract liabilities`－`current (note 6(20)) 2170 Accounts payable 2201 Salaries and bonuses payable 2220 Other payables`－`related parties (note 7) 2230 Current income tax liabilities 2250 Provision-current (note6(13)) 2300 Other current liabilities (notes 6(12)`、`(15) and 9) Non-Current liabilities: 2527 Contract liabilities`－`non-current (note 6(20)) 2550 Provision`－`non-current (note 6(13)) 2570 Deferred tax liabilities (note 6(16)) 2580 Lease liabilities`－`non-current (note 6(12)) 2640 Net defined benefit liability`－`non-current (note 6(14)) 2650 Credit balance of investments accounted for using equity method (notes 6(5)) 2645 Guarantee deposits received (notes 6(5) and 9) Total liabilities Equity(notes 6(17) and (18)): 3110 Common stock 3140 Capital collected in advance 3200 Capital surplus 3300 Retained earnings 3400 Other equity Total equity Total liabilities and equity	December 31, 2022 Amount % $ 316,351 1 1,416,716 7 3,877,800 18 106 - 405,896 2 55,529 - 1,007,881 5 7,080,279 33 364,405 2 111,059 1 22,006 - 13,122 - 118 - 16,251 - 921,960 4 1,448,921 7 8,529,200 40 758,552 3 - - 4,712,933 22 7,436,498 35 29,454 - 12,937,437 60 $ 21,466,637 100	December 31, 2021
			Amount	Amount % 214,476 1 3,478,132 18 3,440,665 18 102 - 666,426 4 - - 711,674 4 8,511,475 45 418,231 2 - - 3,371 - - - 502 - - - 1,107,520 6 1,529,624 8 10,041,099 53 669,368 4 410,564 2 853,315 4 6,987,263 37 112,872 - 9,033,382 47 19,074,481 100
			$ 316,351 1,416,716 3,877,800 106 405,896 55,529 1,007,881 7,080,279 364,405 111,059 22,006 13,122 118 16,251 921,960 1,448,921 8,529,200 758,552 - 4,712,933 7,436,498 29,454 12,937,437 $ 21,466,637

See accompanying notes to parent-company-only financial statements.

20 -

(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese) Raydium Semiconductor Corporation

Statements of Comprehensive Income

For the Years Ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

			For the years ended	For the years ended	For the years ended	December 31,	December 31,
			2022			2021
			Amount	%		Amount	%
4000	Operating revenues(notes 6(20) and 7)	$	22,611,900	100		24,405,404	100
5000	Operating costs (notes 6(4)`、`(8)`、`(13)`、`(14)`、`(18)`、`(22) and 12)		13,416,122	59		13,911,816	57
	Gross profit		9,195,778	41		10,493,588	43
	Operating expenses(notes 6(3)`、`(8)`、`(12)`、`(14)`、`(18)`、`(22)`、`7
	and 12):
6100	Selling expenses		861,287	4		701,212	3
6200	General and administrative expenses		527,896	2		475,690	2
6300	Research and development expenses		4,060,365	18		4,198,786	17
6450	Expected credit impairment losses		7,891	-		23,824	-
	Total operating expenses		5,457,439	24		5,399,512	22
	Operating income		3,738,339	17		5,094,076	21
	Non-operating income and expenses(notes 6(21) and 7):
7010	Other income		31,294	-		49,204	-
7020	Other gains and losses		748,825		3	(83,906)	-
7050	Finance costs		(245)	-		(607)	-
7070	Share of profit (loss) of subsidiaries accounted for using equity
	method (note 6(5))		(96,281)	-		25,707	-
7100	Interest income		83,116	-		6,371	-
			766,709	3		(3,231)	-
	Income before income tax		4,505,048	20		5,090,845	21
7950	Less: Income tax expenses (note 6(16))		642,712	3		799,864	3
	Net income		3,862,336	17		4,290,981	18
8300	Other comprehensive income (loss):
8310
	Items that will not be reclassified subsequently to profit or loss
8311	Remeasurements of defined benefit plans (note 6(14))		384	-		41	-
8316	Unrealized gains (losses) from investments in equity instruments
	measured at fair value through other comprehensive income
	(note 6(17))		(78,418)	-		134,395	-
8349	Less: Income tax related to items that will not be reclassified to profit
	or loss		17,024	-		-	-
	Total item that will not be reclassified subsequently to profit
	or loss		(95,058)	-		134,436	-
8360	Items that may be reclassified subsequently to profit or loss
	(note 6(17))
8361	Exchange differences on translation of foreign operatings		1,636	-		(239)	-
8399	Less: Income tax related to items that may be reclassified to profit or
	loss (note 6(16))		327	-		(48)	-
	Total items that may be reclassified subsequently to profit or
	loss		1,309	-		(191)	-
8300	Other comprehensive income (loss), net of tax		(93,749)	-		134,245	-
8500	Total comprehensive income (loss)	$	3,768,587	17		4,425,226	18
	Earnings per share (New Taiwan Dollars)(note 6(19))
9750	Basic earnings per share	$		51.23			65.09
9850	Diluted earnings per share	$		49.38			62.93

See accompanying notes to parent-company-only financial statements.

21 -

(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)

Raydium Semiconductor Corporation Statements of Changes in Equity For the Years Ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

	Retained earnings		Other equity
		Exchange differences on translation of foreign operations (610) - (191) (191) - - - - - - (801) - 1,309 1,309 - - - - - - 508	Unrealized gains (losses) on financial assets at fair value through other comprehensive income Unearned employee compensation (10,007) (45,935) - - 134,395 - 134,395 - - - - - - - - - - 35,220 - - 124,388 (10,715) - - (95,442) - (95,442) - - - - - - - - - - 10,715 - - 28,946 -
Legal reserve 945,522 - - - 85,713 - - - - - 1,031,235 - - - 429,102 - - - - - 1,460,337	Special reserve
	8,656		(10,007) - 134,395 134,395 - - - - - - 124,388 - (95,442) (95,442) - - - - - - 28,946
	- -
	-
	- 1,960 - - - -
	10,616
	- -
	-

See accompanying notes to parent-company-only financial statements.

22 -

(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese) Raydium Semiconductor Corporation Statements of Cash Flows For the Years Ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Income before income tax Adjustments for: Depreciation Amortization Expected credit impairment loss Net losses (gains) on financial assets and liabilities at fair value through profit or loss Interest expense Interest income Dividend income Compensation costs of share-based payments Share of loss (profit) of subsidiaries accounted for using equity method Inventory valuation and obsolescence losses Other non-cash-related loss (gain) Income and expense adjustments 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 operation assets Contract liabilities Accounts payable and other payables (including related parties) Other operating liabilities Total changes in operating assets and liabilities Total adjustments Cash flow generated from operations Interests received Dividends received Interests paid Income taxes paid Net cash provided by operating activities Cash flows from investing activities: Acquisition of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Acquisition of property, plant and equipment Increase in intangible assets Increase in other non-current assets Increase in other financial assets Net cash used in investing activities Cash flows from financing activities: Increase (decrease) in short term borrowings Increase (decrease) in guarantee deposits received Repayments of the principal portion of lease liabilities Cash dividends paid Proceeds from capital increase Capital increase Others Net cash provided by financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year		For the years ended December 31, 2022 2021 4,505,048 5,090,845 205,843 134,938 160,094 130,335 7,891 23,824 (1,303) 226 245 607 (83,116) (6,371) (17,900) (2,248) 11,273 171,329 96,281 (25,707) 442,830 75,079 189,468 (896) 1,011,606 501,116 (26,714) 581,617 3,256,734 (2,912,388) (2,014,879) (591,553) (495,498) 39,440 41,390 (419,817) 48,049 531,519 (2,061,412) 765,724 662,026 2,456,033 (590,304) 450,575 421,302 951,691 4,926,350 6,042,536 80,144 6,366 17,900 2,248 (245) (643) (1,017,068) (142,653) 4,007,081 5,907,854 (239,123) (238,388) 35,978 - (70,454) (363,565) (164,909) (170,446) (128,883) (59,391) (1,889,031) (576,755) (2,456,422) (1,408,545) - (171,042) (111,303) 1,387,250 (3,365) (3,529) (3,413,485) (702,837) - 410,564 3,537,462 - 218 242 9,527 920,648 1,560,186 5,419,957 6,809,335 1,389,378 $ 8,369,521 6,809,335
		2022 4,505,048 205,843 160,094 7,891 (1,303) 245 (83,116) (17,900) 11,273 96,281 442,830 189,468 1,011,606 (26,714) 3,256,734 (2,014,879) (495,498) 41,390 48,049 (2,061,412) 662,026 (590,304) 421,302 4,926,350 80,144 17,900 (245) (1,017,068) 4,007,081 (239,123) 35,978 (70,454) (164,909) (128,883) (1,889,031) (2,456,422) - (111,303) (3,365) (3,413,485) - 3,537,462 218 9,527 1,560,186 6,809,335 $ 8,369,521
	$

See accompanying notes to parent-company-only financial statements.

23 -

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Attachment III: 2022 Earnings Distribution Table

Raydium Semiconductor Corporation

2022 Earnings Distribution Table

Unit: NT$

==> picture [475 x 215] intentionally omitted <==

----- Start of picture text -----

Item Amount
Unappropriated retained earnings at beginning of period 2,113,440,601
Add:
Remeasurement of defined benefit plans 384,029
Net income after tax for 2022 3,862,335,789
Earnings available for distribution 5,976,160,419
Less:
10% provisioned as legal reserve (386,271,982)
Distribution items:
Shareholders' dividend - cash dividends (NT$41 per share) (3,110,064,266)
Unappropriated retained earnings at end of period 2,479,824,171
----- End of picture text -----

Note: The number of outstanding shares eligible for distribution was 75,855,226.

24 -

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Attachment IV: Comparison Table for the “Rules and Procedures of Shareholders’ Meeting” Before and After Amendment

Article Before Amendment	Article Before Amendment	After Amendment Reason for Amendment	After Amendment Reason for Amendment
IV. 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.		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.The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting. Comply with the amended laws
XI. 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.		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. Shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. Comply with the amended laws
XX	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.	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. The 3rd amendment was made on May	Additional amendment date and number
		29, 2023.

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Attachment V:

List of Director and Independent Director Candidates

(Proposed by the Board of Directors of the Company)

Title	Name Number of sharesheld Education and work experience Current position	Name Number of sharesheld Education and work experience Current position	Name Number of sharesheld Education and work experience Current position	Name Number of sharesheld Education and work experience Current position
Director Candidates	Hermit Huang 411,406 EMBA (Executive Master of Business Administration) Program, National Taiwan University (Taiwan) Department of Electronic Engineering, National Taipei Institute of Technology (Taiwan) President of Qisda Corporation Chairman and Chief Executive Officer of Raydium Semiconductor Corporation Director of AUO Foundation Chairman and Chief Executive Officer of Raydium Semiconductor Corporation Director of AUO Foundation
	Konly Venture Corp. Representative: Hong-Jye Hong 11,454,429 Master's degree in Electrical Engineering, University of Massachusetts (USA) Vice President of AUO Corporation Director of Dazzo Technology Corporation Director of Raydium Semiconductor Corporation Vice President of AUO Corporation
	Konly Venture Corp. Representative: Amy Ku (Note 1) 11,454,429 Master's degree in Human Resource Management, National Central University (Taiwan) Senior Vice President and Chief Sustainability Officer of AUO Corporation Chief Executive Officer of AUO Foundation Chairman of AUO Education Service Corp. (AUES) Senior Vice President and Chief Sustainability Officer of AUO Corporation Chief Executive Officer of AUO Foundation Chairman of AUO Education Service Corp. (AUES)
	Sheaffer Lee	526,290	Executives Program, Graduate School of Business Administration, National Cheng-Chi University (Taiwan) Department of Electrical Engineering, National Cheng Kung University (Taiwan) President of Qisda Corporation Assistant Vice President of Marketing Department of Acer America Corporation	Director of Raydium Semiconductor Corporation

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----- Start of picture text -----

Number of Education and work
Title Name Current position
shares held experience
Independent Director of
Master's degree in
Raydium Semiconductor
Accountancy, Northern
Corporation
Illinois University (USA)
Director of Shirre Lab
Chief Financial Officer of
Corp.
AUO Corporation
Independent Director of
Director of Darwin
Max Cheng 0 Chenbro Micom Co., Ltd.
Precisions Corporation
Independent Director of
Director and Vice
Daxin Materials
Chairperson of M.SETEK
Corporation
Co., Ltd.
Independent Director of
Director of Lextar
Unictron Technologies
Electronics Corporation
Corporation
Executives Program,
Graduate School of Business
Administration, National
Cheng-Chi University
Independent Director of
(Taiwan)
Raydium Semiconductor
Independent Bachelor's degree in
Corporation
Director Electrical Engineering,
Chairman and Chief
Candidates Tatung Institute of
Strategy Officer of Wistron
Technology (Taiwan)
Haydn Hsieh NeWeb Corporation
0 Chairman and Chief
(Note 2) Director of Wistron
Executive Officer of Wistron
Corporation
NeWeb Corporation
Director of aEnrich
Director of Wistron
Technology Corporation
Corporation
Director of Apacer
Director of AOPEN Inc.
Technology Inc.
Director of aEnrich
Technology Corporation
Director of Apacer
Technology Inc.
PhD from National Chiao Independent Director of
Tung University Institute of Raydium Semiconductor
Electronics (Taiwan) Corporation
Jerry Jou 0 Professor of Institute of Professor of Institute of
Electronics, National Yang Electronics, National Yang
Ming Chiao Tung University Ming Chiao Tung
(Taiwan) University (Taiwan)
----- End of picture text -----

Note 1: To ensure a diverse composition of the Board of Directors, one female director was added to the 8th Board of Directors.

Note 2: Mr. Haydn Hsieh has served as an independent director of the Company for three consecutive terms. Considering his expertise in business management and extensive experience in corporate governance that can offer valuable insights and directions for the operation and development of the Company, he was nominated again as an independent director candidate whose duties are to provide supervision and advice in a professional and supportive manner.

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

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----- Start of picture text -----

Name Current Concurrent Positions
AUO Education Service Corp. (AUES) Director
SkyREC Ltd. Director
WishMobile, Inc. Director
Daxin Materials Corporation Director
Konly Venture Corp. PlayNitride Inc. Director
Naidun-tech Co., Ltd. Director
Carota Corporation Director
Star River Energy Corporation Supervisor
Star Shining Energy Supervisor
a.u.Vista Inc. Director
Konly Venture Corp. Representative of Corporate
SINTRONES Technology Corp.
Representative: Director
Hong-Jye Hong Representative of Corporate
Carota Corporation
Director
Konly Venture Corp. Representative of Corporate
AUO Education Service Corp. (AUES)
Representative: Amy Ku Director and Chairman
Shirre Lab Corp. Director
Max Cheng Chenbro Micom Co., Ltd. Independent Director
Daxin Materials Corporation Independent Director
Unictron Technologies Corporation Independent Director
Chairman and Chief Strategy
Wistron NeWeb Corporation
Officer
Representative of Corporate
Haydn Hsieh Wistron Corporation Director
aEnrich Technology Corporation Director
Apacer Technology Inc. Director
----- End of picture text -----

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Appendix I: "Rules of Procedure for Shareholders' Meeting" (Before Amendments)

I. 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.
II. 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.
III. Attendance and voting at shareholders' meetings shall be calculated in accordance with the number of shares.
IV. 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.
V. 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.
VI. 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.
VII. The Company shall record, by audio or video means, the entire process, from shareholder signin, 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.
VIII. 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.
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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.

IX. 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.

X. 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.
XI. 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.
XII. 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.
XIII. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
XIV. 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.
XV. 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
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scrutineer shall be a shareholder. The voting results shall be announced on site at the meeting, and a record made of the vote.

XVI. 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.
XVII. 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.
XVIII. 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".
XIX. 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.
XX. 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.
XXI. 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.
XXII. 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.
XXIII. Matters not provided for in these rules shall be governed by the Company Act, the relevant regulations and the Company's Articles of Incorporation.
XXIV. The Rules shall be implemented after having been approved by a shareholders' meeting. Subsequent amendments thereto shall be effected in the same manner.
XXV. 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.
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Appendix II: Articles of Incorporation

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. II301010 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:

Display Driver IC
Display Timing Control IC
Power Management IC
LED Driver IC
Touch Control IC
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
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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 1 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 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 the provisions of the Act.

Chapter 2 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.
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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 3 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 4 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 recognition 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-I. 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
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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-II.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 5 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. The 15th amendment was made on May 30, 2022.
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Appendix III:Procedures for Election of Directors

Article 1 Except as otherwise provided by law and regulation or by Raydium Semiconductor Corporation’s (“the Company”) Articles of Incorporation, elections of directors shall be conducted in accordance with these Procedures.
Article 2 The elections of directors shall be conducted at the shareholders’ meeting, and the overall composition of the Board of Directors shall be taken into consideration in the selection of the Company's directors. The composition of the Board of Directors shall be determined by taking diversity into consideration, and the selection of directors shall be based on basic requirements and values as well as professional knowledge and skills.
Each board member shall have the necessary knowledge, skill, and experience to perform their duties.
More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director. The professional qualifications, shareholdings, restrictions on concurrent positions, nomination and election of independent directors, and other compliance matters shall comply with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.
Article 3 The cumulative voting method shall be used for election of the directors at the Company.
Article 4 In the process of electing directors, the number of votes exercisable in respect of one share shall be the same as the number of directors to be elected, and the total number of votes per share may be consolidated for election of one candidate or may be split for election of two or more candidates. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed a director elect.
Article 5 The number of directors will be as specified in the Company's Articles of Incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

The Company’s independent and non-independent directors shall be elected at the same time, with votes calculated separately.

Article 6 A candidate may only run for either the election of directors or the election of independent directors.
Article 7 The Board of Directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders' meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 8 Before the election begins, the chair shall appoint a number of persons to perform the respective duties of vote monitoring personnel (with shareholder status) and counting
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personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.
Article 9 The Company shall, prior to the share transfer suspension date before the convening of the shareholders’ meeting, announce in a public notice, the period for accepting the nomination of director candidates, the number of directors to be elected, the place designated for receiving such nominations, and other necessary matters.
A candidate nomination system shall be adopted by the Company for election of the directors. The Board of Directors or any shareholder holding one percent or more of the total number of outstanding shares issued by the Company may present a slate of director candidates in writing in accordance with the Company Act.
The qualifications for the director candidates shall comply with applicable laws and regulations.
Article 10 The shareholders shall elect the directors from among the those listed in the slate of director candidates.
Article 11 A ballot is invalid under any of the following circumstances:
I. The ballot was not prepared by a person with the right to convene.
II. A blank ballot is placed in the ballot box.
III. The writing is unclear and indecipherable or has been altered.
IV. The candidate whose name is entered in the ballot does not conform to the director candidate list.
V. Other words or marks are entered in addition to the number of voting rights allotted.
VI. The ballot contains two or more candidates.
Article 12 The ballots shall be counted on site immediately after the end of the poll under supervision of the monitoring personnel, and the results of the election, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on site.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 13 These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders’ meeting.
Article 14 These Procedures were instituted on March 28, 2006. The 1st amendment was made on May 16, 2008. The 2nd amendment was made on June 11, 2009.
The 3rd amendment was made on July 19, 2021.
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Appendix IV:Shareholding of Directors

I. As of the closing date of the Annual Shareholders' Meeting, (March 31, 2023), 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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----- Start of picture text -----

Closing date: March 31, 2023
Number of shares held recorded in
shareholders register on book closure date
Title Name
Percentage of
Shares
shareholding (%)
Chairman Hermit Huang 411,406 0.54
Konly Venture Corp.
Director 11,454,429 15.10
Representative: Benjamin Tseng
Konly Venture Corp.
Director 11,454,429 15.10
Representative: Hong-Jye Hong
Director Sheaffer Lee 526,290 0.69
Independent
Max Cheng 0 0
Director
Independent
Haydn Hsieh 0 0
Director
Independent
Jerry Jou 0 0
Director
Total number and percentage of shares held by all
12,392,125 16.33
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.
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AI assistant

Raydium — AGM Information 2023

52350_rns_2023-06-09_31259cb5-4521-4ad4-b5b9-28ded4683cf5.pdf

Raydium Semiconductor Corporation 2023 Annual Shareholders’ Meeting Minutes (English Translation for Reference Only)

The Number of Shares of Attendance:

1. Commencement

2. Chairman’s Address (omitted)

3. Report Items

(I) 2022 Business Report

(II) 2022 Audit Committee's Review Report

(III) 2022 Distribution of Employee Compensation and Director Remuneration

(IV) 2022 Earnings Distribution of Cash Dividends

4. Recognition Items

■ Item 1 ■

■ Item 2 ■

5. Discussion and Election Items

■ Item 1 ■

■ Item 2 ■

Directors

■ Item 3 ■

6. Extemporary Motions

7. Adjournment

Attachment I:Independent Auditors’ Report and 2022 Consolidated Financial Statements

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

1. Valuation of inventories

Description of key audit matter:

How the matter was addressed in our audit:

Description of key audit matter:

How the matter was addressed in our audit:

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

Notes to Readers

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

Raydium Semiconductor Corporation and Subsidiaries

Consolidated Balance Sheets

December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

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

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

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

Raydium Semiconductor Corporation and Subsidiaries Consolidated Statements of Changes in Equity For the Years Ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) Raydium Semiconductor Corporation and Subsidiaries Consolidated Statements of Cash Flows For the Years Ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

Attachment II:Independent Auditors’ Report and 2022 Parent Company Only Financial Statements

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

1. Valuation of inventories

Description of key audit matter:

How the matter was addressed in our audit:

Description of key audit matter:

How the matter was addressed in our audit:

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

KPMG

Notes to Readers

(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese) Raydium Semiconductor Corporation

Balance Sheets

December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese) Raydium Semiconductor Corporation

Statements of Comprehensive Income

For the Years Ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese)

Raydium Semiconductor Corporation Statements of Changes in Equity For the Years Ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

(English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese) Raydium Semiconductor Corporation Statements of Cash Flows For the Years Ended December 31, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

Attachment III: 2022 Earnings Distribution Table

Raydium Semiconductor Corporation

2022 Earnings Distribution Table

Attachment IV: Comparison Table for the “Rules and Procedures of Shareholders’ Meeting” Before and After Amendment

Attachment V:

List of Director and Independent Director Candidates

Raydium AGM Information 2023