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Raydium AGM Information 2025

Jun 13, 2025

52350_rns_2025-06-13_418b9dfd-fd06-4d9b-bc82-c7754d23145e.pdf

AGM Information

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TWSE:3592

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Raydium Semiconductor Corporation 2025 Annual Shareholders’ Meeting

Meeting Agenda

(Translation)

Date: May 28, 2025

Notice to readers: This is a translation of the 2025 Annual Shareholders’ Meeting Agenda of Raydium Semiconductor Corporation. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.

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Table of Contents

Chapter 1
Meeting Procedures
1
Chapter 2
Meeting Agenda
2
I. Report Items 3
II. Recognition Items 6
III. Discussion Items 7
IV. Extemporary Motions 7
Chapter 3
Attachments
I. Independent Auditors’ Report and 2024 Consolidated Financial Statements 8
II. Independent Auditors’ Report and 2024 Parent Company Only Financial Statements 16
III. 2024 Earnings Distribution Table 24
IV. Comparison Table for the “Articles of Incorporation” Before and After Amendment 25
V. Details of Proposed Release of Directors and Their Representatives from Non-
Competition Restrictions 26
Chapter 4
Appendices
I. Rules of Procedure for Shareholders’ Meeting 27
II. Articles of Incorporation (Before Amendment) 30
III. Shareholdings of Directors 34

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Chapter 1 Meeting Procedures

Raydium Semiconductor Corporation

2025 Annual Shareholders' Meeting Procedures

  • Call Meeting to Order

  • Chairman Remarks

  • Report Items

  • Recognition Items

  • Discussion Items

  • Extemporary Motions

  • Meeting Adjournment

1

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Chapter 2 Meeting Agenda

Raydium Semiconductor Corporation

2025 Annual Shareholders’ Meeting Agenda

Time: 9:00 a.m., Wednesday, May 28, 2025

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

  • I. Call Meeting to Order (Reporting Attendance)

  • II. Chairman Remarks

III. Report Items

  • (I) 2024 Business Report

  • (II) 2024 Audit Committee's Review Report

  • (III) 2024 Distribution of Employee Compensation and Director Remuneration

  • (IV) 2024 Earnings Distribution of Cash Dividends

  • IV. Recognition Items

  • (I) 2024 Business Report and Financial Statements

  • (II) 2024 Earnings Distribution

  • V. Discussion Items

  • (I) To discuss the amendment to the “Articles of Incorporation”

  • (II) To propose the release of directors and their representatives from non-competition restrictions

VI. Extemporary Motions

VII. Meeting Adjournment

2

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Report Items

(I) 2024 Business Report

In 2024, the global economy faced significant challenges, including persistently high inflation, inconsistent interest rate policies among central banks, and ongoing geopolitical tensions and conflicts. While AI-related industries experienced strong growth, consumer markets—including smartphones, TVs, and computers—showed little improvement, and the automotive sector merely maintained its existing scale. Amid these uncertainties, our company demonstrated resilience. Leveraging our strong foundation in large-size display products, deep expertise in AMOLED technology, forward-looking investments in automotive applications, and the ability to quickly adapt to market changes, we achieved our second-highest annual revenue in company history. In 2024, Raydium annual revenue reached NTD 24.377 billion, an increase of 32.9% from the previous year. The gross margin increased to 30.0%. Net profit after tax grew by 45.5% to NTD 2.099 billion, with earnings per share (EPS) reaching NTD 27.67. These achievements are the result of the collective efforts of our entire team and a strong validation of our business strategy.

The display industry continues to evolve rapidly, with technology advancing and applications expanding. AMOLED panels now have over 50% penetration in the smartphone and wearable markets, and their adoption is steadily expanding into tablets, IT devices, and automotive displays. Demand for automotive displays is growing, with a clear trend toward larger screens, particularly for applications in navigation, entertainment, and Advanced Driver Assistance Systems (ADAS). This shift is driving the development of high-brightness, high-contrast, and high-performance display technologies. Additionally, the integration of Touch and Display Driver Integration (TDDI) technology is simplifying display module designs, enhancing user experience, and increasing the overall value of display panels. Meanwhile, LCD technology continues to advance in areas such as lower power consumption, higher refresh rates, and larger screen sizes, delivering an enhanced visual experience.

Additionally, with the rapid advancement of artificial intelligence (AI) technology, AI-powered PCs and smartphones have emerged as new focal points in the market. The enhanced computing power of AI PCs is driving the development of new applications, improving both productivity and entertainment experiences for users. In the foreseeable future, AI agents will serve as personal smart assistants, integrating various applications and services while reshaping the smartphone industry and its surrounding ecosystem. We will continue to closely monitor industry trends and invest resources to create new growth opportunities.

We are committed to developing a diverse range of display technologies, including LCD, AMOLED, Micro LED, and cholesteric liquid crystal display (CH-LCD). In response to market demand, we continuously innovate to enhance high refresh rates, low latency, and low power consumption, delivering smoother and more refined dynamic visual experiences. In addition to offering standalone chips such as display driver ICs, timing controller (TCON) ICs, power management (PWM) ICs, and touch controller ICs, we have also introduced integrated solutions such as TDDI, TED, and LTDI to meet evolving market needs. We remain dedicated to continuous innovation and technological optimization, staying ahead of industry trends and customer demands. By delivering industry-leading solutions, we aim to meet and exceed customer expectations while earning their trust.

3

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In terms of ESG (Environmental, Social, and Corporate Governance), we participated in the 2023 Corporate Governance Evaluation for the first time and ranked within the top 6%–20% among listed companies, highlighting our strong governance performance. Additionally, our bistable cholesteric liquid crystal display (CH-LCD) driver IC and timing controller (TCON) were honored with the 2024 Display Component Technology Award. CH-LCD is an extremely energy-efficient display technology, and this recognition not only affirms our technical expertise but also reinforces our commitment to continuous investment in sustainable innovation.

Looking ahead to 2025, we will remain committed to our ESG development goals, focusing on environmental sustainability, social responsibility, and excellent corporate governance. We will strengthen collaboration with our customers and supply chain partners to ensure stability and agility in supply and demand, enabling us to navigate market uncertainties effectively. We will continue to diversify our supply chain strategy, enhancing resilience and improving our ability to respond to potential risks. At the same time, we are actively investing in next-generation technologies and advancing manufacturing processes to maintain our competitive edge. Through technological innovation and sustainable operations, we aim to enhance corporate value and generate long-term, stable returns for our shareholders. We firmly believe that achieving a balance between economic growth and sustainable development is the key to standing out in an uncertain global environment and shaping a brighter future.

To all shareholders

Wishing you all health, happiness and prosperity.

Sincerely,

Chairman and Executive President: Hermit Huang

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President: WT Lin Chief Accounting Officer: Patty Lin

4

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(II) 2024 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 2024. The Financial Statements have been audited by An-Chih Cheng and Chien-Hui Lu, 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. As the Chair of the Audit Committee, I 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 2025 Annual Shareholders’ Meeting

Chair of the Audit Committee Max Cheng February 25, 2025

(III) 2024 Distribution of Employee Compensation and Director Remuneration

The amount of employee compensation and director remuneration for 2024 is NT$424,658,083 and NT$18,943,435 respectively, which is consistent with the recognized expenses for 2024 and has been fully distributed in cash.

(IV) 2024 Earnings Distribution of Cash Dividends

  1. 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.

  2. The net income after tax in 2024 is NT$2,098,988,926 and the distribution of cash dividends to shareholders is NT$1,683,986,017. The cash dividends shall be distributed in the amount of NT$22.2 per share and shall be rounded down to the nearest whole number. Decimal places adjusted from largest to smallest and account numbers adjusted from front to back to match the total amount of cash dividends distributed.

  3. The Chairman is authorized to determine the ex-dividend date and payment date for the cash dividend distribution. If there are any changes in the number of outstanding shares, resulting in an adjustment to the dividend distribution ratio, the Chairman is also authorized to modify the distribution ratio based on the actual number of outstanding common shares on the exdividend date.

5

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Item 1

Subject: 2024 Business Report and Financial Statements are hereby submitted for recognition. (Proposed by the Board of Directors)

Description:

  • I. The 2024 Financial Statements have been approved by the Board of Directors of the Company and have been audited by CPAs An-Chih Cheng and Chien-Hui Lu from KPMG Taiwan.

  • II. The Company’s Business Report and Financial Statements for 2024 have been reviewed by the Audit Committee, which has issued its audit report accordingly.

  • III. Please refer to the Business Report (P.3-P.4), Audit Committee's Review Report (P.5), and Attachments I to II (P.8-P.23) for the CPA’s Audit Report and Financial Statements.

Resolution:

Item 2

  • Subject: 2024 Earnings Distribution is hereby submitted for recognition. (Proposed by the Board of Directors)

  • Description: The Board of Directors has approved the 2024 Earnings Distribution, which has been reviewed and endorsed by the Audit Committee. Please refer to Attachment III (P.24).

Resolution:

6

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Discussion Items

Item 1

  • Subject: The amendment to the “Articles of Incorporation” is hereby submitted for discussion. (Proposed by the Board of Directors)

  • Description: In accordance with the amended laws and pursuant to Financial Supervisory Commission Order No. 1130385442 dated November 8, 2024, it is proposed to amend some provisions of the “Articles of Incorporation”. Please refer to Attachment IV (P.25) for a comparison of the amended provisions.

Resolution:

Item 2

Subject: The proposed release of directors and their representatives from non-competition restrictions is hereby submitted for discussion. (Proposed by the Board of Directors)

Description:

  • I. According to Article 209 of the Company Act, “a director who engages in any activity for himself or on behalf of another person that falls within the scope of the company's business shall explain the essential details of such activity to the shareholders' meeting and obtain its approval.”

  • II. Since the directors of the Company may invest in or operate other companies with the same or similar business scope as the Company and serve as directors, the Company requests the approval of the shareholders' meeting to release the directors and their representatives from non-competition restrictions. Please refer to Attachment V (P.26).

Resolution:

Extemporary Motions

Meeting Adjournment

7

Attachment I: Independent Auditors’ Report and 2024 Consolidated Financial Statements

Independent AuditorsReport

To the Board of Directors of Raydium Semiconductor Corporation:

Opinion

We have audited the consolidated financial statement of Raydium Semiconductor Corporation (the “Company”) and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, 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 material 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, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee ( “ IFRIC ” ) or 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 Financial Statements Audits and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the 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 the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis 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.

8

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.

  1. Revenue recognition from contracts with customers

Please refer to note 4(14) “Revenue recognition” for the accounting policy on revenue recognition; and note 6(18) “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 trade term 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 recognising revenue in the correct accounting period 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 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, 2024 and 2023, 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 IFRSs, IASs, 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.

9

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.

AuditorsResponsibilities for the Audit of the Consolidated Financial Statements

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

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

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

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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.

  5. 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.

  6. 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 An-Chin Cheng and Chien-Hui Lu.

KPMG

Taipei, Taiwan (Republic of China) February 25, 2025

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 independent 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 independent 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, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2024
Assets
Amount
%
Current assets:
1100
Cash and cash equivalents (note 6(1))
$ 5,485,507
27
1110
Financial assets at fair value through profit or loss-current (note 6(2))
531,520
3
1120
Financial assets at fair value through other comprehensive income-current
(note 6(2))
8,849
-
1170
Accounts receivable, net (note 6(3))
1,976,863
10
1180
Accounts receivable-related parties, net (notes 6(3) and 7)
1,687,547
8
130X
Inventories (note 6(4))
2,318,546
11
1476
Other financial assets-current (notes 6(1), (3),(8), 8 and 9)
6,175,530
30
1479
Other current assets (notes 6(9) and 7)
149,104
1
18,333,466
90
Non-current assets:
1510
Financial assets at fair value through profit or loss-non-current (note 6(2))
35,000
-
1517
Financial assets at fair value through other comprehensive income-non-
current (note 6(2))
550,394
3
1600
Property, plant and equipment (notes 6(5) and 9)
409,274
2
1755
Right-of-use assets (note 6(6))
13,120
-
1780
Intangible assets (notes 6(7) and 7)
511,807
3
1840
Deferred tax assets (note 6(15))
260,935
1
1980
Other financial assets-non-current (notes 6(8) and 9)
3,577
-
1990
Other non-current assets (notes 6(9) and (13))
304,358
1
2,088,465
10
Total assets
$
20,421,931
100
December 31, 2023
Amount
%
5,380,259
28
633,073
3
11,013
-
1,310,665
7
1,676,659
9
2,028,806
10
5,941,649
30
172,927
1
17,155,051
88
-
-
423,377
2
483,682
3
17,653
-
376,500
2
235,509
1
163,347
1
652,299
3
2,352,367
12
19,507,418
100
December 31, 2024
Liabilities and Equity
Amount
%
Current liabilities:
2100
Short-term borrowings (note 6(10))
$ 130,868
1
2130
Contract liabilities-current (note 6(18))
296,881
1
2170
Accounts payable
3,139,021
15
2201
Salaries and bonuses payable
2,625,802
13
2220
Other payables-related parties (note 7)
2,807
-
2230
Current income tax liabilities
247,404
1
2250
Provision-current (note 6(12))
113,557
1
2300
Other current liabilities (notes 6(11), (14), 7 and 9)
1,040,010
5
7,596,350
37
Non-Current liabilities:
2527
Contract liabilities-non-current (note 6(18))
-
-
2550
Provisions-non-current (note 6(12))
227,114
1
2570
Deferred tax liabilities (note 6(15))
7,774
-
2580
Lease liabilities-non-current (note 6(11))
7,433
-
2640
Net defined benefit liability-non-current (note 6(13))
-
-
2645
Guarantee deposits received (notes 6(14) and 9)
490,755
3
733,076
4
Total liabilities
8,329,426
41
Equity(note 6(16)):
3110
Common stock
758,552
4
3200
Capital surplus
4,712,933
23
3300
Retained earnings
6,737,706
33
3400
Other equity
(116,686)
(1)
Total equity
12,092,505
59
Total liabilities and equity
$
20,421,931
100
December 31, 2023
Amount
%
589,278
3
430,502
2
2,738,868
14
2,399,228
13
7,545
-
233,875
1
38,704
-
891,781
5
7,329,781
38
97,460
1
77,409
-
6,246
-
10,280
-
144
-
767,950
4
959,489
5
8,289,270
43
758,552
4
4,712,933
24
5,780,404
29
(33,741)
-
11,218,148
57
19,507,418
100

See accompanying notes to consolidated financial statements.

12

(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, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars)

For the years ended For the years ended For the years ended December 31, December 31,
2024 2023
Amount % Amount %
4000 Operating revenues (notes 6(18), 7 and 14) $ 24,376,802 100 18,346,622 100
5000 Operating costs (notes 6(4), (5), (12), (13), (20) and 12) 17,063,862 70 13,035,858 71
Gross profit 7,312,940 30 5,310,764 29
Operating expenses(notes 6(3), (5), (13), (20), 7 and 12):
6100 Selling expenses 599,798 3 438,886 2
6200 General and administrative expenses 556,897 2 414,904 2
6300 Research and development expenses 3,957,835 16 3,049,448 17
6450 Expected credit impairment losses 69,827 - 28,980 -
Total operating expenses 5,184,357 21 3,932,218 21
Operating income 2,128,583 9 1,378,546 8
Non-operating income and expenses(notes 6(19) and 7):
7010 Other income 56,581 - 28,720 -
7020 Other gains and losses 117,369 - 10,212 -
7050 Finance costs (17,023) - (8,202) -
7100 Interest income 139,468 1 137,465 1
296,395 1 168,195 1
Income before income tax 2,424,978 10 1,546,741 9
7950 Less: Income tax expenses (note 6(15)) 325,989 1 103,950 1
Net income 2,098,989 9 1,442,791 8
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)) 708 - (26) -
8316 Unrealized losses from investments in equity instruments measured
at fair value through other comprehensive income (note 6(16)) (86,091) (1) (70,094) -
8349 Less: Income tax related to items that will not be reclassified to profit
or loss (note 6(15)) (11,744) - (19,086) -
Total item that will not be reclassified subsequently to profit
or loss (73,639) (1) (51,034) -
8360 Items that may be reclassified subsequently to profit or loss
8361 Exchange differences on translation of foreign operations 2,508 - (1,227) -
8399 Less: Income tax related to items that may be reclassified to profit or
loss (note 6(15)) 502 - (245) -
Total items that may be reclassified subsequently to profit or
loss 2,006 - (982) -
8300 Other comprehensive loss, net of tax (71,633) (1) (52,016) -
8500 Total comprehensive income $ 2,027,356 8 1,390,775 8
Earnings per share (New Taiwan Dollars)(note 6(17))
9750 Basic earnings per share $ 27.67 19.02
9850 Diluted earnings per share $ 27.25 18.78

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, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars)

Balance as of January 1, 2023
Net income
Other comprehensive loss
Total comprehensive income (loss)
Appropriation and distribution of
retained earnings:
Legal reserve
Cash dividends on ordinary shares
Disposal of investments in equity instruments
measured at fair value through other
comprehensive income
Balance as of December 31, 2023
Net income
Other comprehensive income (loss)
Total comprehensive income (loss)
Appropriation and distribution of
retained earnings:
Legal reserve
Special reserve
Cash dividends on ordinary shares
Disposal of investments in equity instruments
measured at fair value through other
comprehensive income
Balance as of December 31, 2024
Common stock
$ 758,552
-
-
-
-
-
-
758,552
-
-
-
-
-
-
-
$
758,552
Capital surplus
4,712,933
-
-
-
-
-
-
4,712,933
-
-
-
-
-
-
-
4,712,933
Retained earnings Retained earnings Subtotal
7,436,498
1,442,791
(26)
1,442,765
-
(3,110,064)
11,205
5,780,404
2,098,989
708
2,099,697
-
-
(1,152,999)
10,604
6,737,706
Other equity Subtotal
29,454
-
(51,990)
(51,990)
-
-
(11,205)
(33,741)
-
(72,341)
(72,341)
-
-
-
(10,604)
(116,686)
Total equity
12,937,437
Exchange
differences on
translation

of foreign
operations
508
-
(982)
(982)
-
-
-
(474)
-
2,006
2,006
-
-
-
-
1,532
Unrealized gains
(losses) on
financial assets
at fair value
through other
comprehensive
income
28,946
-
(51,008)
(51,008)
-
-
(11,205)
(33,267)
-
(74,347)
(74,347)
-
-
-
(10,604)
(118,218)
Legal reserve
1,460,337
-
-
-
386,272
-
-
1,846,609
-
-
-
145,397
-
-
-
1,992,006
Special reserve Unappropriated
earnings
5,976,161
1,442,791
(26)
1,442,765
(386,272)
(3,110,064)
11,205
3,933,795
2,098,989
708
2,099,697
(145,397)
(33,741)
(1,152,999)
10,604
4,711,959
-
-
-
1,442,791
(52,016)
- 1,390,775
-
-
-
-
(3,110,064)
-
- 11,218,148
-
-
2,098,989
(71,633)
- 2,027,356
-
33,741
-
-
-
-
(1,152,999)
-
33,741 12,092,505

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, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities:
Income before income tax
Adjustments for:
Depreciation expense
Amortization expense
Expected credit impairment loss
Net profit on financial assets and liabilities at fair value through profit or loss
Interest expense
Interest income
Dividend income
Gain on disposal of property, plant and equipment
Provision for inventory obsolesence and devaluation loss (reversal gain)
Other non-cash-related loss
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 operating assets
Contract liabilities
Accounts payable (including related parties)
Other operating liabilities
Total changes in operating assets and liabilities
Total adjustments
Cash flow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash from operating activities
Cash flows from investing activities:
Acquisition of financial assets at fair value through other comprehensive income
Proceeds from disposal of financial assets at fair value through other comprehensive
income
Refund of investment cost of financial assets at fair value through other comprehensive
income
Acquisition of financial assets at fair value through profit or loss
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in intangible assets
(Increase) decrease 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
Decrease in guarantee deposits received
Repayments of the principal portion of lease liabilities
Cash dividends paid
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of the period
Cash and cash equivalents at end of the period
For the years ended December 31,
2024
2023
$ 2,424,978
1,546,741
190,945
209,369
199,010
163,796
69,827
28,980
(7,447)
(833)
17,023
8,202
(139,468)
(137,465)
(813)
(12,176)
(11,092)
(680)
(107,314)
50,869
402,766
129,915
613,437
439,977
109,000
(275,450)
(746,913)
(114,787)
(182,426)
1,626,236
35,095
(992,031)
(11,139)
(20,038)
(231,081)
(152,794)
540,986
1,316,460
606,554
(1,541,089)
120,076
(153,493)
733,513
286,484
3,158,491
1,833,225
135,842
135,886
813
12,176
(17,400)
(7,677)
(325,116)
(295,657)
2,952,630
1,677,953
(256,160)
-
32,204
31,205
13,012
-
(35,000)
-
(120,109)
(355,616)
11,545
762
(347,760)
(187,117)
(36,083)
75,060
(206,302)
(1,421,566)
(944,653)
(1,857,272)
(466,230)
564,095
(277,450)
(304,872)
(7,879)
(7,388)
(1,152,999)
(3,110,064)
(1,904,558)
(2,858,229)
1,829
(920)
105,248
(3,038,468)
5,380,259
8,418,727
$
5,485,507
5,380,259
2024
$ 2,424,978
190,945
199,010
69,827
(7,447)
17,023
(139,468)
(813)
(11,092)
(107,314)
402,766
613,437
109,000
(746,913)
(182,426)
35,095
(11,139)
(231,081)
540,986
606,554
120,076
733,513
3,158,491
135,842
813
(17,400)
(325,116)
2,952,630
(256,160)
32,204
13,012
(35,000)
(120,109)
11,545
(347,760)
(36,083)
(206,302)
(944,653)
(466,230)
(277,450)
(7,879)
(1,152,999)
(1,904,558)
1,829
105,248
5,380,259
$
5,485,507

See accompanying notes to consolidated financial statements.

15

Attachment II: Independent Auditors’ Report and 2024 Parent Company Only Financial Statements

Independent AuditorsReport

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, 2024 and 2023, the parent-company-only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent-company-only financial statements, including a summary of material accounting policies.

In our opinion, the accompanying parent-company-only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and its performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis 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 the 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 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:

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.

  1. Revenue recognition from contracts with customers

Please refer to note 4(14) “Revenue recognition” for the accounting policy and note 6(19) “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 trade terms 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 recognising revenue in the correct accounting period 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 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 parent-company-only financial statements that are free from material misstatement, whether due to fraud or error.

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

17

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

AuditorsResponsibilities for the Audit of the Parent-Company-Only Financial Statements

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

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

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

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 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.

  5. 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.

  6. 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.

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.

18

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent-company-only financial statements 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 An-Chih Cheng and Chien-Hui Lu.

KPMG

Taipei, Taiwan (Republic of China) February 25, 2025

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 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 independent 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 independent 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, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2024
Assets
Amount
%
Current assets:
1100
Cash and cash equivalents(note 6(1))
$ 5,298,301
26
1110
Financial assets at fair value through profit or loss-current(note 6(2))
531,520
3
1120
Financial assets at fair value through other comprehensive income-current
(note 6(2))
8,849
-
1170
Accounts receivable, net (note 6(3))
1,916,429
9
1180
Accounts receivable-related parties, net(notes 6(3) and 7)
1,686,867
8
130X
Inventories (note 6(4))
2,301,712
11
1476
Other financial assets-current(notes 6(1)�(3)�(9)�8 and 9)
6,175,530
31
1479
Other current assets (notes 6(10) and 7)
138,646
1
18,057,854
89
Non-current assets:
1510
Financial assets at fair value through profit or loss-non-current(note 6(2))
35,000
-
1517
Financial assets at fair value through other comprehensive income-non-
current (note 6(2))
550,394
3
1550
Investments accounted for using equity method (note 6(5))
142,044
1
1600
Property, plant and equipment (notes 6(6) and 9)
388,422
2
1755
Right-of-use assets (note 6(7))
12,241
-
1780
Intangible assets (notes 6(8) and 7)
511,800
3
1840
Deferred tax assets (note 6(16))
260,935
1
1980
Other financial assets-non-current(notes 6(9) and 9)
2,329
-
1990
Other non-current assets (notes 6(10) and (14))
304,358
1
2,207,523
11
Total assets
$
20,265,377
100
December 31, 2023
Amount
%
5,166,983
27
633,073
3
11,013
-
1,123,076
6
1,653,203
9
1,858,687
10
5,941,649
31
169,769
1
16,557,453
87
-
-
423,377
2
40,683
-
470,174
3
12,792
-
376,453
2
235,509
1
162,140
1
652,299
4
2,373,427
13
18,930,880
100
December 31, 2024
Liabilities and Equity
Amount
%
Current liabilities:
2100
Short-term borrowings (note 6(11))
$ 130,868
1
2130
Contract liabilities-current(note 6(19))
296,774
2
2170
Accounts payable
3,056,962
15
2201
Salaries and bonuses payable
2,561,172
13
2220
Other payables-related parties (note 7)
2,776
-
2230
Current income tax liabilities
247,404
1
2250
Provision-current (note 6(13))
113,557
1
2300
Other current liabilities (notes 6(12)�(15)�7 and 9)
1,030,283
5
7,439,796
38
Non-Current liabilities:
2527
Contract liabilities-non-current (note 6(19))
-
-
2550
Provision-non-current (note 6(13))
227,114
1
2570
Deferred tax liabilities (note 6(16))
7,774
-
2580
Lease liabilities-non-current (note 6(12))
7,433
-
2640
Net defined benefit liability-non-current (note 6(14))
-
-
2645
Guarantee deposits received (notes 6(15) and 9)
490,755
2
733,076
3
Total liabilities
8,172,872
41
Equity(note 6(17)):
3110
Common stock
758,552
4
3200
Capital surplus
4,712,933
23
3300
Retained earnings
6,737,706
33
3400
Other equity
(116,686)
(1)
Total equity
12,092,505
59
Total liabilities and equity
$
20,265,377
100
December 31, 2023
Amount
%
445,411
2
430,502
2
2,363,447
13
2,352,793
13
7,518
-
233,875
1
38,704
-
881,968
5
6,754,218
36
97,460
1
77,409
-
6,246
-
9,305
-
144
-
767,950
4
958,514
5
7,712,732
41
758,552
4
4,712,933
25
5,780,404
30
(33,741)
-
11,218,148
59
18,930,880
100

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, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars)

For the years ended For the years ended For the years ended December 31, December 31,
2024 2023
Amount % Amount %
4000 Operating revenues(notes 6(19)�7 and 14) $ 22,357,561 100 17,604,607 100
5000 Operating costs (notes 6(4), (6), (13), (14), (21) and 12) 15,380,588 69 12,404,946 70
Gross profit 6,976,973 31 5,199,661 30
Operating expenses(notes 6(3), (6), (14), (21), 7 and 12):
6100 Selling expenses 564,343 3 413,020 3
6200 General and administrative expenses 527,647 2 397,528 2
6300 Research and development expenses 3,790,347 17 2,944,489 17
6450 Expected credit impairment losses 69,827 - 28,980 -
Total operating expenses 4,952,164 22 3,784,017 22
Operating income 2,024,809 9 1,415,644 8
Non-operating income and expenses(notes 6(20) and 7):
7010 Other income 55,903 - 27,136 -
7020 Other gains and losses 120,711 1 4,300 -
7050 Finance costs (14,291) - (4,654) -
7070 Share of profit (loss) of subsidiaries accounted for using equity
method (note 6(5)) 98,853 - (33,039) -
7100 Interest income 138,993 1 137,354 1
400,169 2 131,097 1
Income before income tax 2,424,978 11 1,546,741 9
7950 Less: Income tax expenses (note 6(16)) 325,989 2 103,950 1
Net income 2,098,989 9 1,442,791 8
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)) 708 - (26) -
8316 Unrealized losses from investments in equity instruments measured
at fair value through other comprehensive income(note 6(17)) (86,091) - (70,094) -
8349 Less: Income tax related to items that will not be reclassified to profit
or loss (note 6(16)) (11,744) - (19,086) -
Total item that will not be reclassified subsequently to profit
or loss (73,639) - (51,034) -
8360 Items that may be reclassified subsequently to profit or loss
(note 6(17))
8361 Exchange differences on translation of foreign operatings 2,508 - (1,227) -
8399 Less: Income tax related to items that may be reclassified to profit or
loss (note 6(16)) 502 - (245) -
Total items that may be reclassified subsequently to profit or
loss 2,006 - (982) -
8300 Other comprehensive loss, net of tax (71,633) - (52,016) -
8500 Total comprehensive income $ 2,027,356 9 1,390,775 8
Earnings per share (New Taiwan Dollars)(note 6(18))
9750 Basic earnings per share $ 27.67 19.02
9850 Diluted earnings per share $ 27.25 18.78

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, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars)

Balance as of January 1, 2023
Net income
Other comprehensive loss
Total comprehensive income (loss)
Appropriation and distribution of
retained earnings:
Legal reserve
Cash dividends on ordinary shares
Disposal of investments in equity instruments
designated at fair value through other
comprehensive income
Balance as of December 31, 2023
Net income
Other comprehensive income (loss)
Total comprehensive income (loss)
Appropriation and distribution of
retained earnings:
Legal reserve
Special reserve
Cash dividends on ordinary share
Disposal of investments in equity instruments
measured at fair value through other
comprehensive income
Balance as of December 31, 2024
Common stock
$ 758,552
-
-
-
-
-
-
758,552
-
-
-
-
-
-
-
$
758,552
Capital surplus
4,712,933
-
-
-
-
-
-
4,712,933
-
-
-
-
-
-
-
4,712,933
Retained earnings Retained earnings Subtotal
7,436,498
1,442,791
(26)
1,442,765
-
(3,110,064)
11,205
5,780,404
2,098,989
708
2,099,697
-
-
(1,152,999)
10,604
6,737,706
Other equity Subtotal
29,454
-
(51,990)
(51,990)
-
-
(11,205)
(33,741)
-
(72,341)
(72,341)
-
-
-
(10,604)
(116,686)
Total equity
12,937,437
1,442,791
(52,016)
1,390,775
-
(3,110,064)
-
11,218,148
2,098,989
(71,633)
2,027,356
-
-
(1,152,999)
-
12,092,505
Exchange
differences on

translation
of foreign
operations
508
-
(982)
(982)
-
-
-
(474)
-
2,006
2,006
-
-
-
-
1,532
Unrealized gains
(losses) on
financial assets
at fair value
through other
comprehensive
income
28,946
-
(51,008)
(51,008)
-
-
(11,205)
(33,267)
-
(74,347)
(74,347)
-
-
-
(10,604)
(118,218)
Legal reserve
1,460,337
-
-
-
386,272
-
-
1,846,609
-
-
-
145,397
-
-
-
1,992,006
Special reserve Unappropriated
earnings
5,976,161
1,442,791
(26)
1,442,765
(386,272)
(3,110,064)
11,205
3,933,795
2,098,989
708
2,099,697
(145,397)
(33,741)
(1,152,999)
10,604
4,711,959
-
-
-
-
-
-
-
-
-
-
-
-
33,741
-
-
33,741

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, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities:
Income before income tax
Adjustments for:
Depreciation expense
Amortization expense
Expected credit impairment loss
Net profit on financial assets and liabilities at fair value through profit or loss
Interest expense
Interest income
Dividend income
Share of (profit) loss of subsidiaries accounted for using equity method
Gain on disposal of property, plant and equipment
Provision for inventory obsolescence and devaluation loss (reversal gain)
Other non-cash-related loss
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
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash from operating activities
Cash flows from investing activities:
Acquisition of financial assets at fair value through other comprehensive income
Proceeds from disposal of financial assets at fair value through other comprehensive
income
Refund of investment cost of financial assets at fair value through other comprehensive
income
Acquisition of financial assets at fair value through profit or loss
Acquisition of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in intangible assets
(Increase) decrease 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
Decrease in guarantee deposits received
Repayments of the principal portion of lease liabilities
Cash dividends paid
Net cash used in financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of the period
Cash and cash equivalents at end of the period
For the
years ended December 31,
2024
2023
2,424,978
1,546,741
182,311
203,531
198,969
163,755
69,827
28,980
(7,447)
(833)
14,291
4,654
(138,993)
(137,354)
(813)
(12,176)
(98,853)
33,039
(11,092)
(680)
(120,997)
48,046
402,766
130,075
489,969
461,037
109,000
(275,450)
(896,844)
68,176
(322,028)
1,786,517
35,095
(992,031)
(3,839)
(17,279)
(231,188)
(152,794)
834,344
954,143
586,395
(1,521,376)
110,935
(150,094)
600,904
310,943
3,025,882
1,857,684
135,367
135,775
813
12,176
(14,533)
(4,177)
(325,116)
(295,657)
2,822,413
1,705,801
(256,160)
-
32,204
31,205
13,012
-
(35,000)
-
-
(91,200)
(108,791)
(349,206)
11,545
762
(347,760)
(187,117)
(36,083)
75,060
(206,261)
(1,421,427)
(933,294)
(1,941,923)
(322,363)
452,183
(277,450)
(304,872)
(4,989)
(3,663)
(1,152,999)
(3,110,064)
(1,757,801)
(2,966,416)
131,318
(3,202,538)
5,166,983
8,369,521
$
5,298,301
5,166,983
2024
2,424,978
182,311
198,969
69,827
(7,447)
14,291
(138,993)
(813)
(98,853)
(11,092)
(120,997)
402,766
489,969
109,000
(896,844)
(322,028)
35,095
(3,839)
(231,188)
834,344
586,395
110,935
600,904
3,025,882
135,367
813
(14,533)
(325,116)
2,822,413
(256,160)
32,204
13,012
(35,000)
-
(108,791)
11,545
(347,760)
(36,083)
(206,261)
(933,294)
(322,363)
(277,450)
(4,989)
(1,152,999)
(1,757,801)
131,318
5,166,983
$
5,298,301
$

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

23

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Attachment III: 2024 Earnings Distribution Table

Raydium Semiconductor Corporation

2024 Earnings Distribution Table

Unit: NT$

Item Amount
Unappropriated retained earnings at beginningof theyear 2,601,656,816
Add:
Remeasurements of defined benefitplans 708,860
Disposal of equity instruments measured at fair value through
other comprehensive income

10,603,643
Net income after tax for theyear 2024 2,098,988,926
Less:
10% appropriation for legal reserve (211,030,143)
Appropriation for special reserve (82,944,120)
Earnings available for distribution as ofyear-end 2024 4,417,983,982
Distribution items:
Cash dividends to shareholders(NT$22.2per share) (1,683,986,017)
Unappropriated retained earnings atyear-end 2,733,997,965

Note: The number of outstanding shares entitled to dividends is 75,855,226.

24

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Attachment IV: Comparison Table for the “Articles of Incorporation” Before and After Amendment

Reason
for
Article
Before amendment
After amendment
amendme
nt
19 If the Company makes a profit within a fiscal year
(profit is defined as income before tax and before the
distribution of employee compensation and directors’
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.







If the Company makes a profit within a fiscal year
(profit is defined as income before tax and before the
distribution of employee compensation and directors’
compensation), the Company shall appropriate not
less than 1% as employee compensation and not more
than 1% as director's compensation.Among the
aforementioned employee compensation, at least 1%











Amended
according
to laws
and
regulatio
ns



shall be allocated to frontline employees. The


Company shall
21 The Articles of Incorporation were 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.



The Articles of Incorporation were 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.
The 16th amendment was made on May 28, 2025.



Amended
the
article
No. and
added the
number
of times
and date
of the
amendme
nt

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Attachment V: Details of Proposed Release of Directors and Their Representatives from NonCompetition Restrictions

Director's Name Concurrent Positions
Hong-Jye Hong_(Note)_ Director, BHTC GmbH

Note: The representative of Konly Venture Corp., and Konly Venture Corp. is the corporate Director of the Company.

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Appendix I: Rules of Procedure for Shareholders' Meeting

  • Article 1 The rules of procedure for the Company’s shareholders’ meetings, unless otherwise provided by law, regulation, or the Articles of Incorporation, shall be conducted in accordance with these Rules.

  • Article 2 Shareholders or their proxies attending the shareholders’ meeting shall sign in. The sign-in process may be completed by submitting a sign-in card. The number of shares represented shall include both the shares indicated by submitted sign-in cards and those for which voting rights are exercised in writing or electronically.

  • Article 3 Attendance and voting at shareholders’ meetings shall be calculated in accordance with the number of shares.

  • Article 4 The venue for a shareholders’ meeting shall be the premises of the Company or another location that is convenient for shareholders and appropriate for holding such a meeting. The meeting shall not begin earlier than 9:00 a.m. or later than 3:00 p.m.

  • The location restriction shall not apply when the Company convenes a virtual-only shareholders’ meeting.

  • Article 5 If the shareholders’ meeting is convened by the Board of Directors, the chair shall be the Chairman of the Board. If the Chairman is on leave or unable to exercise duties, the vice Chairman shall act in place. If there is no vice Chairman or the vice Chairman is also unable to perform duties, the Chairman may appoint a director to serve as chair. If no appointment is made, the directors shall elect one from among themselves. The acting chair shall be a director who has served for at least six months and is familiar with the Company’s financial and operational affairs. The same applies to a representative of a corporate director.

If the meeting is convened by a party other than the Board, that party shall act as chair.

  • Article 6 The Company may appoint attorneys, certified public accountants, or relevant personnel to attend the shareholders’ meeting in a non-voting capacity.

  • Article 7 The Company shall record, by audio or video means, the entire process from shareholder signin, through the meeting, to the voting and vote counting, continuously and without interruption. The recording shall be kept for at least one year. However, if a shareholder files a lawsuit under Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

  • Article 8 At the scheduled meeting time, the chair shall call the meeting to order and announce the number of non-voting shares and the number of shares represented. If the shareholders attending represent less than half of the total issued shares, the chair may announce a postponement. No more than two postponements are allowed, and the total delay shall not exceed one hour.

If after two postponements a quorum still is not present, and shareholders represent less than one-third of total issued shares, the chair shall declare the meeting adjourned. If shareholders representing at least one-third of the issued shares are present, a tentative resolution may be adopted pursuant to Article 175, Paragraph 1 of the Company Act, and another meeting shall be convened within one month.

If, before the conclusion of the meeting, a quorum of shareholders representing over half of issued shares is achieved, the tentative resolution(s) may be resubmitted for approval in accordance with Article 174.

  • Article 9 If the shareholders’ meeting is convened by the Board, the meeting agenda shall be determined by the Board. Each proposal (including extempore motions and amendments) shall be voted on separately.

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The meeting shall proceed according to the announced agenda and may not be changed without shareholder approval. The same applies to meetings convened by others with the right to do so.

The chair may not declare the meeting adjourned until all agenda items, including extempore motions, are concluded unless approved by resolution. If the chair unlawfully declares adjournment, the other directors shall assist shareholders to elect a new chair by majority vote to continue the meeting.

During the meeting, the chair may call a recess as needed but may not adjourn the meeting without a resolution. After adjournment, shareholders may not reappoint a chair to continue at the same or another venue.

  • Article 10 Before speaking, a shareholder shall complete a speaker slip indicating the subject, account number, and account name. The chair will determine the speaking order. Shareholders submitting a slip but not speaking shall be deemed not to have spoken. If the speech differs from the slip, the speech content shall prevail. Other shareholders shall not interrupt without consent of the chair and speaker.

  • Article 11 No shareholder may speak more than twice on the same proposal without the chair’s consent, and each speech may not exceed five minutes. If rules are violated or the content is irrelevant, the chair may stop the speech.

Shareholders attending virtually may raise written questions on the platform after the meeting is called to order until adjournment. No more than two questions per proposal, each limited to 200 words.

  • Article 12 When a juristic person shareholder appoints more than one representative, only one may speak on the same proposal.

  • Article 13 After a shareholder speaks, the chair may respond personally or designate a relevant person to respond.

  • Article 14 The chair shall allow sufficient explanation and discussion of proposals and amendments. When the chair deems discussion sufficient, they may close the discussion, call a vote, and allocate sufficient time for voting.

  • Article 15 When voting, the chair or designee shall announce the voting method and procedure. The chair shall appoint vote scrutineers and counters, and scrutineers must be shareholders. The voting result shall be announced on-site and recorded.

  • Article 16 Unless otherwise provided in the Company Act or the Articles, motions shall pass with a majority of voting rights represented. For each proposal, the chair or designee shall first announce the total voting rights present, followed by the vote. Voting results (for, against, abstained) shall be reported via the Market Observation Post System (MOPS) on the same day.

  • Article 17 If there are amendments or alternatives to a proposal, the chair shall present them along with the original proposal and determine voting order. If one is passed, others are considered rejected.

  • Article 18 The chair may instruct security personnel to maintain order at the venue. Such personnel shall wear identification.

  • Article 19 If force majeure interrupts the meeting, the chair may suspend and later announce when it will resume.

  • Article 20 If the venue becomes unusable before agenda completion, the meeting may resolve to reconvene at another venue.

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  • Article 21 Resolutions shall be recorded in meeting minutes, signed or sealed by the chair, and distributed within 20 days. Distribution may be electronic or announced via MOPS.

  • Minutes shall record the date, location, chair’s name, resolution method, summary of discussion, voting results (including tallies), and, if applicable, vote counts for elected directors. Minutes shall be permanently preserved.

  • Article 22 Matters not covered in these Rules shall be governed by the Company Act, applicable laws, and the Articles of Incorporation.

  • Article 23 These Rules shall take effect after approval by a shareholders’ meeting. Amendments shall follow the same procedure.

  • Article 24 These Rules were established on March 28, 2006.

  • The first amendment was made on June 9, 2015.

  • The second amendment was made on July 19, 2021.

  • The third amendment was made on May 29, 2023.

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Appendix II: Articles of Incorporation (Before Amendments)

Chapter 1 General Principles

  • Article 1 The Company is incorporated pursuant to the Company Act. The Chinese name of the Company is 瑞鼎科技股份有限公司 , and the English name is Raydium Semiconductor Corporation.

  • Article 2 The main business operated by the Company is as follows:

  • I. F601010 Intellectual Property Rights.

  • II. I301010 Software Design Services.

  • III. I501010 Product Designing.

  • IV. CC01080 Electronic Components Manufacturing.

  • V. F401010 International Trade.

  • VI. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

To research, develop, design, produce, manufacture, and sell the following products:

  1. Display Driver IC

  2. Display Timing Control IC

  3. Power Management IC

  4. LED Driver IC

  5. Touch Control IC

  6. 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, each with a par value of NT$10, and the Board of Directors is authorized to issue the shares in installments as needed.

Five million shares of the aforesaid total shares are reserved for the issuance of warrants and are issued in installments.

  • Article 6 The Company's shares are issued in registered form under the signatures or seals of the directors representing the Company, and are licensed by a bank authorized by law to act as the issuer of the shares.

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

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  • Article 6-1 Unless otherwise provided by law, the Company's stock affairs shall be handled in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies".

  • Article 7 (Deleted)

Chapter 3 Shareholders' Meeting

  • Article 8 Shareholders' meetings are of two types: annual meeting and extraordinary meeting. Annual meetings shall be convened once a year within six months after the end of each fiscal year by the Board of Directors in accordance with the law, and the extraordinary meeting are convened when necessary in accordance with the law.

  • Article 9 If the Company intends to cancel the public offering, the Company shall, in addition to the resolution of the Board of Directors, require the approval of a majority of the shareholders present in person or by proxy at the shareholders' meeting, and the approval of a majority of the voting rights of the shareholders present, before the Company can proceed with the cancellation of the public offering.

  • Article 10 The shareholders of the Company shall have one vote per share, unless otherwise provided by law.

  • Article 11 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 4 Directors and the Audit Committee

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

  • The total shareholdings of all directors of the Company shall be in accordance with the regulations of the securities regulatory authorities.

  • Article 12-1 The Company has an Audit Committee, which consists of all independent directors. The authority of the Audit Committee and its members and related matters shall be exercised in accordance with the regulations of the competent authorities.

  • Article 13 The Board of Directors shall be organized by the directors, with at least two-thirds of the directors present and a majority of the directors present agreeing to elect a chairman from among themselves, who shall represent the Company externally.

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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 5 Managerial Personnel

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

Chapter 6 Accounting

  • Article 18 At the end of each fiscal year, the Company’s Board of Directors shall prepare the following list of documents, which shall be submitted to the annual general meeting for 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 tax and before the distribution of employee compensation and directors’ compensation), the Company shall appropriate not less than 1% as employee compensation and not more than 1% as director's compensation, but shall reserve in advance an amount to cover any accumulated losses (including the amount of adjustment to undistributed earnings).

  • The aforesaid shall be resolved by the Board of Directors and reported to the shareholders' meeting.

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

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

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

Chapter 7 Miscellaneous

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

  • Article 21 The Articles of Incorporation were 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: Shareholding of Directors

  • I. As of the closing date of the Annual Shareholders' Meeting, (March 30, 2025), 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:

Closingdate: March 30,2025 Closingdate: March 30,2025
Number of shares recorded in the shareholders
register as of the bookclosure date
Title Name
Percentage of
Shares
shareholding (%)
Chairman Hermit Huang 339,406
0.45
Director Konly Venture Corp.
Representative: Hong-Jye Hong
11,454,429
15.10
Director Konly Venture Corp.
Representative: AmyKu
11,454,429
15.10
Director Sheaffer Lee 526,290
0.69
Independent
Director
Max Cheng 0
0
Independent
Director
Haydn Hsieh 0
0
Independent
Director
Jerry Jou 0
0
Total number and percentage of shares held by all
directors

12,320,125

16.24
  • 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.

34