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Raydium Semiconductor Corporation 2024 Annual Shareholders’ Meeting Minutes (English Translation for Reference Only)

Time: 9:00 a.m., Wednesday, May 29, 2024 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 ： 58,583,636 shares(including 45,551,782 shares casted electronically) Percentage of shares held by shareholders present in person or by proxy: 77.23%

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 ： An-Chih Cheng (CPA of KPMG Firm in Taiwan) WT Hsiao (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) 2023 Business Report

In 2023, faced with the challenges of elevated inflation, countries cautiously implemented interest rate hikes and tightened monetary policies to control the risk of potential economic hard landing. Geopolitical tension and conflicts have reshaped the landscape of the global supply chains. Globalization of manufacturing encountered setbacks. Companies need to restructure their supply chains more flexibly. A series of ever-changing issues has brought about numerous uncertainty, yet it has also forged resilient survival patterns for companies. Even though Raydium underwent inventory adjustments in the first quarter, we continued to deliver sequential growth in revenue for the coming two quarters and maintained strong results in the fourth quarter during the volatile economic conditions of 2023. This was due to our diversified and comprehensive product lines encompassing large, medium, and small-sized displays built over many years, as well as our strategic positioning in both consumer and commercial products. The consolidated revenue for 2023 reached NT$18.347 billion, a decrease of 19.6% from the previous year. The overall gross margin dropped to 28.9%. The consolidated net profit after tax was NT$1.443 billion, a decrease of 62.6% from the previous year. The earnings per share was NT$19.02.

The display driver ICs for AMOLED, automotive and industrial applications accounted for 60% of Raydium's total revenue in 2023. AMOLED driver ICs and automotive industrial control driver ICs have contributed stable growth momentum to the company. Additionally, large-size display driver ICs are important for the stabilization of Raydium's revenue in this uncertain economy.

Embracing an entrepreneurial culture that emphasizes value creation and innovative breakthroughs, Raydium is consistently working to diversify our product lines. We are actively investing in the development of low-power consumption driver ICs, timing control ICs and power management ICs to incorporate the energy savings and carbon reduction initiatives driven by ESG. In terms of product development, large-size display products provide ultra-low power consumption, optimized visual quality, extremely narrow bezel and a total solution to customers. In the realm of AMOLED display products, AMOLED panels have expanded from being highly penetrated in flatpanel smartphones to now extending into foldable smartphones. Raydium is collaborating closely with international brands to reduce power consumption, thickness and weight of foldable smartphones. The next key application for the AMOLED display will be at the IT segment. Major panel manufacturers have initiated new AMOLED investments for Gen. 8.5 or above production plans. The rapid deployment in the IT market welcomes new display technology from AMOLED. Raydium has long been committed to the development of AMOLED products. In addition to years of mass production in smartphone and wearable devices, both AMOLED foldable smartphones and IT products have also entered the mass production stage. This gives us a strategical position to catch the growth momentum.

The automotive smart cockpit requires onboard displays as a powerful communication mediums, ranging from pillar-to-pillar, ultra-large and curved integrated displays, connecting driving and entertainment information for the driver and front passenger. In addition to driver ICs, Raydium also provides touch with display driver ICs (TDDI), timing control ICs (TCON) and local dimming ICs. In the future, automotive displays will adapt AMOLED and Micro LED technology. The advantages of AMOLED and Micro-LED can trigger the innovation to improve human-machine interface. Raydium will continue to develop and offer LCD, AMOLED and Micro LED based products for in-vehicle display solution.

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In 2023, Raydium was honored to be awarded as one of the “2023 Taiwan Best-in-Class 100” by the Taiwan Institute of Directors and the Corporate Development Research Center (CDRC), and also received recognition from the National Taxation Bureau as an excellent business entity. In addition, we completed the first ESG report, which was verified by a third party. It demonstrated our efforts and achievements in ESG, corporate governance (G), social responsibility (S), and environmental protection (E). In our commitment to advancing ESG initiatives, we persist in implementing various proposals through practical action, tackling tasks and challenges with excellence in execution.

Prospecting in 2024, the developments in geopolitics and warfare are difficult to predict and the impact of rising interest rates during the process of rate cuts on the overall economy is also uncertain. Therefore, we must adopt a more cautious and composed approach to response the ever-changing international political and economic situation. Companies can only demonstrate resilient competitiveness by continually undergoing trials and the accumulation of experience. Raydium has been strategically investing in cutting-edge next-generation technologies for the long term, closely tailoring our offerings to meet customer needs. We provide high-quality products and services, actively invest in R&D, fostering a culture of innovate and courage to seek breakthroughs. By addressing customers' pain points and building long-term, trust-based relationships with our clients, we are committed to revitalizing business growth. Raydium continues to promote new process capabilities and partner with diverse suppliers to enhancing the resilience of our supply chain network. Upholding the principles of ESG for sustainable development, we strive to balance the interest of stakeholders. By promoting sustainable environment development, fulfilling corporate social accountabilities, and implementing a sustainable corporate governance culture, we strive to enhance our sustainable competitiveness. 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 and Executive President: Hermit Huang

President: WT Lin

Chief Accounting Officer: Patty Lin

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(II) 2023 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 2023. The Financial Statements have been audited by Chien-Hui Lu and An-Chih Cheng, 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 2024 Annual Shareholders’ Meeting

Chair of the Audit Committee Max Cheng February 26, 2024

(III) 2023 Distribution of Employee Compensation and Director Remuneration

The amount of employee compensation and director remuneration for 2023 is NT$270,958,926 and NT$12,746,510 respectively, which is the same as the amount of expenses recognized in 2023 and was fully paid in cash.

(IV) 2023 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 2023 is NT$1,442,791,462 and the distribution of cash dividends to shareholders is NT$1,152,999,435. The cash dividends shall be distributed in the amount of NT$15.2 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.

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4. Recognition Items

■ Item 1 ■

Subject: 2023 Business Report and Financial Statements are hereby submitted for recognition. (Proposed by the Board of Directors)

Description:

I. The 2023 Financial Statements have been approved by the Board of Directors of the Company and have been audited by CPAs Chien-Hui Lu and An-Chih Cheng from KPMG Taiwan.
II. We hereby submit the Company’s Business Report and Financial Statements for 2023 to the Audit Committee for examination and completion, and issue an audit report thereon.
III. Please refer to the Business Report (P.2-P.3), Audit Committee's Review Report (P.4), and Attachments I to II (P.7-P.22) 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): 58,583,635

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Voting Result Voting rights % of votes
Approval votes 55,914,655 95.44
Disapproval votes 99,073 0.16
Invalid votes 0 0.00
Abstention votes/no votes 2,569,907 4.38
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RESOLVED, that the above proposal be and hereby was accepted as proposed.

■ Item 2 ■

Subject: 2023 Earnings Distribution is hereby submitted for recognition. (Proposed by the Board of Directors)

Description: The Board of Directors has approved the 2023 Earnings Distribution and audited by the Audit Committee, please refer to Attachment III (P.23).

Voting Results: Total votes represented by shareholders present in person or by proxy (including electronic voting): 58,583,635

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Voting Result Voting rights % of votes
Approval votes 56,249,304 96.01
Disapproval votes 6,774 0.01
Invalid votes 0 0.00
Abstention votes/no votes 2,327,557 3.97
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RESOLVED, that the above proposal be and hereby was accepted as proposed.

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5. Discussion Items

■ Item 1 ■

Subject: The amendment to the “Procedures for Acquisition or Disposal of Assets” is hereby submitted for discussion. (Proposed by the Board of Directors)

Description: In accordance with the amended laws and operational needs, it is proposed to amend some provisions of the “Procedures for Acquisition or Disposal of Assets”. Please refer to Attachment IV (P.24) for a comparison of the amended provisions.

Voting Results: Total votes represented by shareholders present in person or by proxy (including electronic voting): 58,583,635

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Voting Result Voting rights % of votes
Approval votes 56,154,938 95.85
Disapproval votes 102,072 0.17
Invalid votes 0 0.00
Abstention votes/no votes 2,326,625 3.97
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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 9:21 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 2023 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, 2023 and 2022, 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, 2023 and 2022, 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 Financial Statements 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 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 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 trade terms 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 timing of 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, 2023 and 2022, 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.

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 An-Chih Cheng.

KPMG

Taipei, Taiwan (Republic of China) February 26, 2024.

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.

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

Raydium Semiconductor Corporation and Subsidiaries

Consolidated Balance Sheets

December 31, 2023 and 2022

(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 (notes 6(3) and 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, 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, 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 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), 7 and 9) Non-Current liabilities: 2527 Contract liabilities`－`non-current (note 6(19)) 2550 Provisions`－`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 3200 Capital surplus 3300 Retained earnings 3400 Other equity Total equity Total liabilities and equity	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	December 31, 2022
				Amount % 32,115 - 316,351 1 1,429,818 7 3,945,728 18 135 - 405,896 2 55,529 - 1,015,501 5 7,201,073 33 364,405 2 111,059 1 22,006 - 15,602 - 118 - 921,960 4 1,435,150 7 8,636,223 40 758,552 4 4,712,933 22 7,436,498 34 29,454 - 12,937,437 60 21,573,660 100

See accompanying notes to consolidated financial statements.

(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, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

4000 Operating revenue (notes 6(19), 7 and 14) 5000 Operating costs (notes 6(4), (7), (13), (21) and 12) Gross profit Operating expenses(notes 6(3), (7), (12), (13), (21), 7 and 12): 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit impairment losses Total operating expenses Operating income Non-operating income and expenses(notes 6(20) and 7): 7010 Other income 7020 Other gains and losses 7050 Finance costs 7100 Interest income Income before income tax 7950 Less: Income tax expenses (note 6(15)) Net income 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)) 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income (note 6(16)) 8349 Less: Income tax related to items that will not be reclassified to profit or loss (note 6(15)) Total item that will not be reclassified subsequently to profit or loss 8360 Items that may be reclassified subsequently to profit or loss (note 6(16)) 8361 Exchange differences on translation of foreign operations 8399 Less: Income tax related to items that may be reclassified to profit or loss (note 6(15)) Total items that may be reclassified subsequently to profit or loss 8300 Other comprehensive income (loss), net of tax 8500 Total comprehensive income (loss) Earnings per share (New Taiwan Dollars)(note 6(18)) 9750 Basic earnings per share 9850 Diluted earnings per share	For the years endedDecember 31,	For the years endedDecember 31,
	2023 Amount % $ 18,346,622 100 13,035,858 71 5,310,764 29 438,886 2 414,904 2 3,049,448 17 28,980 - 3,932,218 21 1,378,546 8 28,720 - 10,212 - (8,202) - 137,465 1 168,195 1 1,546,741 9 103,950 1 1,442,791 8 (26) - (70,094) - (19,086) - (51,034) - (1,227) - (245) - (982) - (52,016) - $ 1,390,775 8 $ 19.02 $ 18.78	2022
		Amount % 22,822,164 100 13,585,483 59 9,236,681 41 887,199 4 547,314 3 4,157,176 18 7,891 - 5,599,580 25 3,637,101 16 33,330 - 752,231 3 (792) - 83,178 1 867,947 4 4,505,048 20 642,712 3 3,862,336 17 384 - (78,418) - 17,024 - (95,058) - 1,636 - 327 - 1,309 - (93,749) - 3,768,587 17 51.23
		49.38

See accompanying notes to consolidated financial statements.

(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, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

Capital Common stock Capital collected in advance $ 669,368 410,564 - - - - - - - - - - - - 89,250 (410,564) (66) - - - 758,552 - - - - - - - - - - - - - $ 758,552 -		Retained earnings		Other equity
			Exchange differences on translation of foreign operations (801) - 1,309 1,309 - - - - - - 508 - (982) (982) - - - (474)	Unrealized gains (losses) on financial assets at fair value through other comprehensive income Unearned employee compensation 124,388 (10,715) - - (95,442) - (95,442) - - - - - - - - - - 10,715 - - 28,946 - - - (51,008) - (51,008) - - - - - (11,205) - (33,267) -
Common stock $ 669,368 - - - - - - 89,250 (66) - 758,552 - - - - - - $ 758,552	Legal reserve 1,031,235 - - - 429,102 - - - - - 1,460,337 - - - 386,272 - - 1,846,609	Special reserve
		10,616
		- -
		-

See accompanying notes to consolidated financial statements.

(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, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Income before income tax Adjustments for: Depreciation Amortization Expected credit impairment losses Net gains on financial assets and liabilities at fair value through profit or loss Interest expense Interest income Dividend income Gains on disposal of property, plant and equipment Compensation costs of share-based payments Inventory valuation and obsolescence losses 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 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 disposal 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 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 in short term borrowings Decrease in guarantee deposits received Repayments of the principal portion of lease liabilities Cash dividends paid Proceeds from capital increase Others Net cash provided by (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 year Cash and cash equivalents at end of the year	For the years ended December 31, 2023 2022 $ 1,546,741 4,505,048 209,369 210,789 163,796 160,128 28,980 7,891 (833) (1,303) 8,202 792 (137,465) (83,178) (12,176) (17,900) (680) - - 11,273 50,869 442,850 129,915 189,468 439,977 920,810 (275,450) (26,714) (114,787) 3,326,022 1,626,236 (2,006,356) (992,031) (495,498) (20,038) 41,374 (152,794) 48,049 1,316,460 (2,112,463) (1,541,089) 682,760 (153,493) (542,826) 286,484 377,984 1,833,225 4,883,032 135,886 80,206 12,176 17,900 (7,677) (705) (295,657) (1,017,068) 1,677,953 3,963,365 - (239,123) 31,205 - - 35,978 (355,616) (81,234) 762 - (187,117) (165,033) 75,060 (128,883) (1,421,566) (1,889,023) (1,857,272) (2,467,318) 564,095 32,115 (304,872) (111,303) (7,388) (6,772) (3,110,064) (3,413,485) - 3,537,462 - 218 (2,858,229) 38,235 (920) 1,459 (3,038,468) 1,535,741 8,418,727 6,882,986 $ 5,380,259 8,418,727
	2023 $ 1,546,741 209,369 163,796 28,980 (833) 8,202 (137,465) (12,176) (680) - 50,869 129,915 439,977 (275,450) (114,787) 1,626,236 (992,031) (20,038) (152,794) 1,316,460 (1,541,089) (153,493) 286,484 1,833,225 135,886 12,176 (7,677) (295,657) 1,677,953 - 31,205 - (355,616) 762 (187,117) 75,060 (1,421,566) (1,857,272) 564,095 (304,872) (7,388) (3,110,064) - - (2,858,229) (920) (3,038,468) 8,418,727 $ 5,380,259

Cash flows from operating activities:
Income before income tax
Adjustments for:
Depreciation
Amortization
Expected credit impairment losses
Net gains on financial assets and liabilities at fair value through profit or loss
Interest expense
Interest income
Dividend income
Gains on disposal of property, plant and equipment
Compensation costs of share-based payments
Inventory valuation and obsolescence losses
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
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 disposal 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
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 in short term borrowings
Decrease in guarantee deposits received
Repayments of the principal portion of lease liabilities
Cash dividends paid
Proceeds from capital increase
Others
Net cash provided by (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 year
Cash and cash equivalents at end of the year

For the years ended December 31,
2023
2022
$ 1,546,741
4,505,048
209,369
210,789
163,796
160,128
28,980
7,891
(833)
(1,303)
8,202
792
(137,465)
(83,178)
(12,176)
(17,900)
(680)
-
-
11,273
50,869
442,850
129,915
189,468
439,977
920,810
(275,450)
(26,714)
(114,787)
3,326,022
1,626,236
(2,006,356)
(992,031)
(495,498)
(20,038)
41,374
(152,794)
48,049
1,316,460
(2,112,463)
(1,541,089)
682,760
(153,493)
(542,826)
286,484
377,984
1,833,225
4,883,032
135,886
80,206
12,176
17,900
(7,677)
(705)
(295,657)
(1,017,068)
1,677,953
3,963,365
-
(239,123)
31,205
-
-
35,978
(355,616)
(81,234)
762
-
(187,117)
(165,033)
75,060
(128,883)
(1,421,566)
(1,889,023)
(1,857,272)
(2,467,318)
564,095
32,115
(304,872)
(111,303)
(7,388)
(6,772)
(3,110,064)
(3,413,485)
-
3,537,462
-
218
(2,858,229)
38,235
(920)
1,459
(3,038,468)
1,535,741
8,418,727
6,882,986
$
5,380,259
8,418,727

2023
$ 1,546,741
209,369
163,796
28,980
(833)
8,202
(137,465)
(12,176)
(680)
-
50,869
129,915
439,977
(275,450)
(114,787)
1,626,236
(992,031)
(20,038)
(152,794)
1,316,460
(1,541,089)
(153,493)
286,484
1,833,225
135,886
12,176
(7,677)
(295,657)
1,677,953
-
31,205
-
(355,616)
762
(187,117)
75,060
(1,421,566)
(1,857,272)
564,095
(304,872)
(7,388)
(3,110,064)
-
-
(2,858,229)
(920)
(3,038,468)
8,418,727
$
5,380,259

See accompanying notes to consolidated financial statements.

Attachment II: Independent Auditors’ Report and 2023 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, 2023 and 2022, the parent-company-only statements of comprehensive income, changes in equity and cash flows for the years then ended, then 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, 2023 and 2022, 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.

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:

Revenue recognition from contracts with customers

Please refer to note 4(14) “Revenue recognition” for the accounting policy 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 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 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 timing of 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.

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.

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 An-Chih Cheng.

KPMG

Taipei, Taiwan (Republic of China) February 26, 2024

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.

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

Balance Sheets

December 31, 2023 and 2022

(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 (notes 6(3) and 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 (notes 6(6) and 9) 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, 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, 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 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (note 6(11)) 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 (note 6(13)) 2300 Other current liabilities (notes 6(12)`、`(15)`、`7 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 (note 6(5)) 2645 Guarantee deposits received (notes 6(15) and 9) Total liabilities Equity(notes 6(17) and (18)): 3110 Common stock 3200 Capital surplus 3300 Retained earnings 3400 Other equity Total equity Total liabilities and equity	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	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

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

(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, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

			For the years ended	For the years ended	For the years ended	December 31,	December 31,
			2023			2022
			Amount	%		Amount	%
4000	Operating revenues(notes 6(20) and 7)	$	17,604,607	100		22,611,900	100
5000	Operating costs (notes 6(4)`、`(8)`、`(14)`、`(22) and 12)		12,404,946	70		13,416,122	59
	Gross profit		5,199,661	30		9,195,778	41
	Operating expenses(notes 6(3)`、`(8)`、`(14)`、`(22)`、`7 and 12):
6100	Selling expenses		413,020	3		861,287	4
6200	General and administrative expenses		397,528	2		527,896	2
6300	Research and development expenses		2,944,489	17		4,060,365	18
6450	Expected credit impairment losses		28,980	-		7,891	-
	Total operating expenses		3,784,017	22		5,457,439	24
	Operating income		1,415,644	8		3,738,339	17
	Non-operating income and expenses(notes 6(21) and 7):
7010	Other income		27,136	-		31,294	-
7020	Other gains and losses		4,300	-		748,825	3
7050	Finance costs		(4,654)	-		(245)	-
7070	Share of profit (loss) of subsidiaries accounted for using equity
	method (note 6(5))		(33,039)	-		(96,281)	-
7100	Interest income		137,354	1		83,116	-
			131,097	1		766,709	3
	Income before income tax		1,546,741		9	4,505,048	20
7950	Less: Income tax expenses (note 6(16))		103,950	1		642,712	3
	Net income		1,442,791	8		3,862,336	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(14))		(26)	-		384	-
8316	Unrealized gains (losses) from investments in equity instruments
	measured at fair value through other comprehensive income
	(note 6(17))		(70,094)	-		(78,418)	-
8349	Less: Income tax related to items that will not be reclassified to profit
	or loss		(19,086)	-		17,024	-
	Total item that will not be reclassified subsequently to profit
	or loss		(51,034)	-		(95,058)	-
8360	Items that may be reclassified subsequently to profit or loss
	(note 6(17))
8361	Exchange differences on translation of foreign operatings		(1,227)	-		1,636	-
8399	Less: Income tax related to items that may be reclassified to profit or
	loss (note 6(16))		(245)	-		327	-
	Total items that may be reclassified subsequently to profit or
	loss		(982)	-		1,309	-
8300	Other comprehensive income (loss), net of tax		(52,016)	-		(93,749)	-
8500	Total comprehensive income (loss)	$	1,390,775	8		3,768,587	17
	Earnings per share (New Taiwan Dollars)(note 6(19))
9750	Basic earnings per share	$		19.02			51.23
9850	Diluted earnings per share	$		18.78			49.38

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

(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, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

	Retained earnings		Other equity
		Exchange differences on translation of foreign operations (801) - 1,309 1,309 - - - - - - 508 - (982) (982) - - - (474)	Unrealized gains (losses) on financial assets at fair value through other comprehensive income Unearned employee compensation 124,388 (10,715) - - (95,442) - (95,442) - - - - - - - - - - 10,715 - - 28,946 - - - (51,008) - (51,008) - - - - - (11,205) - (33,267) -
Legal reserve 1,031,235 - - - 429,102 - - - - - 1,460,337 - - - 386,272 - - 1,846,609	Special reserve
	10,616
	- -
	-

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

(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, 2023 and 2022 (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 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 (profit) loss of subsidiaries accounted for using equity method Gain on disposal of property, plant and equipment Inventory valuation and obsolescence losses 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 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 disposal 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 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 in short term borrowings Decrease in guarantee deposits received Repayments of the principal portion of lease liabilities Cash dividends paid Capital increase Others Net cash provided by (used in) financing activities Net increase (decrease) 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, 2023 2022 1,546,741 4,505,048 203,531 205,843 163,755 160,094 28,980 7,891 (833) (1,303) 4,654 245 (137,354) (83,116) (12,176) (17,900) - 11,273 33,039 96,281 (680) - 48,046 442,830 130,075 189,468 461,037 1,011,606 (275,450) (26,714) 68,176 3,256,734 1,786,517 (2,014,879) (992,031) (495,498) (17,279) 41,390 (152,794) 48,049 954,143 (2,061,412) (1,521,376) 662,026 (150,094) (590,304) 310,943 421,302 1,857,684 4,926,350 135,775 80,144 12,176 17,900 (4,177) (245) (295,657) (1,017,068) 1,705,801 4,007,081 - (239,123) 31,205 - - 35,978 (91,200) - (349,206) (70,454) 762 - (187,117) (164,909) 75,060 (128,883) (1,421,427) (1,889,031) (1,941,923) (2,456,422) 452,183 - (304,872) (111,303) (3,663) (3,365) (3,110,064) (3,413,485) - 3,537,462 - 218 (2,966,416) 9,527 (3,202,538) 1,560,186 8,369,521 6,809,335 $ 5,166,983 8,369,521
		2023 1,546,741 203,531 163,755 28,980 (833) 4,654 (137,354) (12,176) - 33,039 (680) 48,046 130,075 461,037 (275,450) 68,176 1,786,517 (992,031) (17,279) (152,794) 954,143 (1,521,376) (150,094) 310,943 1,857,684 135,775 12,176 (4,177) (295,657) 1,705,801 - 31,205 - (91,200) (349,206) 762 (187,117) 75,060 (1,421,427) (1,941,923) 452,183 (304,872) (3,663) (3,110,064) - - (2,966,416) (3,202,538) 8,369,521 $ 5,166,983
	$

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

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Attachment III: 2023 Earnings Distribution Table

Raydium Semiconductor Corporation

2023 Earnings Distribution Table

Unit: NT$

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Item Amount
Unappropriated retained earnings at beginning of period 2,479,824,171
Add(Less):
Remeasurement of defined benefit plans (26,382)
Net income after tax for 2023 1,442,791,462
Disposal of investments in equity instruments measured at fair
11,205,449
value through other comprehensive income
Less:
10% provisioned as legal reserve (145,397,053)
Provisioned as special reserve (33,741,396)
Available for distribution at the end 2023 3,754,656,251
Distribution items:
Shareholders' dividend - cash dividends (NT$15.2 per share) (1,152,999,435)
Unappropriated retained earnings at end of period 2,601,656,816
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Note: The number of outstanding shares eligible for distribution was 75,855,226.

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Attachment IV: Comparison Table for the “Procedures for Acquisition or Disposal of Assets”

Before and After Amendment

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Reason for
Article Before amendment Article After amendment amendment
Chapter with
Chapter 1 General Provisions additions
Article 1 These procedures are based on the "Regulations Article 1 To provide specific and substantial operating Amended
Governing the Acquisition and Disposal of procedures for the acquisition or disposal of assets, according to
Assets by Public Companies" issued by the the Company established these procedures in laws and
Financial Supervisory Commission (FSC), accordance with Article 36-1 of the Securities and regulations
which provides clear and specific rules for the Exchange Act and the “Regulations Governing the
Company to handle the acquisition or disposal Acquisition and Disposal of Assets by Public
of assets. Companies” stipulated by the Financial Supervisory
Commission (the “FSC”).
Article 3 Evaluation and Handling Procedures Article 3 Evaluation and Handling Procedures Amended
When the Company acquires or disposes of When the Company acquires or disposes of assets, the according to
assets, the contractor shall submit the reasons contractor shall submit the reasons for the proposed laws and
for the proposed acquisition or disposal, the acquisition or disposal, the subject matter, the regulations to
subject matter, the counter-party to the counter-party to the transaction, the transfer price, the combine the
transaction, the transfer price, the terms of terms of receipt and payment, and the price reference original
receipt and payment, and the price reference to to the relevant unit for approval in accordance with Article 13
the relevant unit for approval in accordance the provisions of these Procedures, and then the into Article 3.
with the provisions of these Procedures, and relevant unit shall execute the transaction.
then the relevant unit shall execute the The total amount of the Company's investments in
transaction. marketable securities, the limit on individual
Article The total amount of the Company's investments investments, and the total amount of real estate not for
13 in marketable securities, the limit on individual business use and its right-of-use assets are authorized
investments, and the total amount of real estate to be prescribed by the Board of Directors after
not for business use and its right-of-use assets specifying the amount to be included in this
are authorized to be prescribed by the Board of procedure. Please refer to the schedule for the
Directors after specifying the amount to be "Schedule of Approval Authority for Acquisition or
included in this procedure. Please refer to the Disposal of Assets and Investment in Marketable
schedule for the "Schedule of Approval Securities".
Authority for Acquisition or Disposal of Assets
"
and Investment in Marketable Securities .
Article Others Article 4 Terms used in these Procedures are defined as Amended
11 I. Assets acquired or disposed of pursuant to follows: according to
a merger, demerger, acquisition or transfer I. Assets acquired or disposed of pursuant to a laws and
of shares in accordance with law as referred through mergers, demergers, acquisitions, or regulations to
to in this procedure: It refers to assets transfer of shares in accordance with law: as move partial
acquired or disposed of in a merger, referred to in this procedure: It rR efers to assets provisions of
demerger or acquisition in accordance with acquired or disposed of in a through mergers, the original
the Business Merger and Acquisition Act, demergers, acquisitions conducted under in Article 4,
the Financial Holding Company Act, the accordance with the Business Mergers and Article 5, and
Financial Institutions Merger Act or other Acquisitions Act, the F inancial Holding Article 11 to
laws, or the transfer of shares of another Company Act, the F inancial Institutions Merger Article 4 and
company by issuing new shares in Act or other laws acts, or the to transfer of shares amended the
accordance with the provisions of the from of another company by issuing through content
Company Act (hereinafter referred to as the issuance of new shares of its own as the mildly.
transfer of shares). consideration therefor in accordance with the
provisions of the Company Act ( hereinafter
"transfer of shares "referred to as the transfer of
II. The related parties and subsidiaries shares) .under Article 156-3 of the Company Act.
referred to in this procedure shall be II. The rRelated partyies and subsidiaryies: referred
identified in accordance with the to in this procedure shall be identified A s defined
Guidelines Governing the Preparation of in accordance with the Guidelines Regulations
Financial Reports by Securities Issuers. Governing the Preparation of Financial Reports
by Securities Issuers.
Article 5 I. When the Company acquires or disposes of (5)III.The term "pProfessional appraiser": rRefers to
real estate, equipment or its right-of-use a real estate property appraiser or other person
assets,… who may duly authorized by law to engage in the
5. The term "professional appraiser" refers business value appraisal of appraising real estate
to a real estate appraiser or other person property or equipment in accordance with the
who may engage in the business of law.
appraising real estate or equipment in
accordance with the law.
Article 4 IV. The date of occurrence of the above facts IV.The dDate of occurrence: Refers to of the above
refers to the date of execution of the facts refers to the date of contract signing,
transaction, the date of payment, the date execution of the transaction, the date of payment,
of closing of the commission, the date of the date of closing of the commission , the
transfer, the date of resolution of the Board consignment trade, date of transfer, the d ate of
of Directors and other dates sufficient to boards of directors resolutions, of the Board of
determine the counter-party and the Directors and or other dates that can confirm the
amount of the transaction, whichever is counterpart and monetary sufficient to determine
earlier; however, for investors who are the counter-party and the amount of the
subject to the approval of the competent transaction, whichever date is earlier; provided,
authority, the earlier of the above date or however, for investors who are subject to the
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Reason for
Article Before amendment Article After amendment amendment
the date of receipt of the approval letter approval of the competent authority, for
from the competent authority shall prevail. investment for which approval of the competent
authority is required, the earlier of the above date
or the date of receipt of the approval letter from by
the competent authority shall prevail a pply.
Article IV. The term "investment in Mainland China" 4.V. The term "investment in Mainland China" area
11 as used in this procedure refers to investment: as used in this procedure rR efers to
investment in Mainland China as investments in the Mmainland China area as
stipulated by the Investment Review stipulated approved by the Investment Review
Committee of the Ministry of Economic Committee of the Ministry of Economic Affairs
Affairs for engaging in investment or Investment Commission or conducted in
technical cooperation in Mainland China. accordance with the provisions of the
Regulations Governing Permission for
Investment or Technical Cooperation for
engaging in investment or technical cooperation
in the Mainland China.
Article 5 V. An appraisal report obtained by the Article 5 V. An appraisal report obtained by the Company or Amended
Company or an opinion of an accountant, an opinion of an accountant, attorney or securities according to
attorney or securities underwriter, such underwriter, such professional appraiser and its laws and
professional appraiser and its appraisers, Professional appraisers, accountants, and their regulations to
accountants, attorneys or securities officers, certified public accounts, attorneys adjust the
underwriters shall comply with the or ,and securities underwriters that provide the original
following requirements: Company with appraisal reports, certified public Article 5 as
accountant's opinions, attorney's opinions, or Article 5 to
underwriter's opinions shall comply with meet the Article 10
following requirements: and amended
I. Have May not been convicted of violating this its content
1. Have not been convicted of violating this have previously received a final and mildly.
Act, the Company Act, the Banking Act, unappealable sentence to imprisonment for 1
the Insurance Act, the Financial Holding year or longer for a violation of the Act, the
Company Act, the Business Accounting Company Act, the Banking Act of The
Act, or having committed fraud, breach Republic of China, the Insurance Act, the
of trust, embezzlement, or forgery, or Financial Holding Company Act, or the
having been convicted of a business- Business Entity Accounting Act, or having
related crime, and have been sentenced to committed f or fraud, breach of trust,
a term of imprisonment of at least one embezzlement, or forgery, or having been
year. Except for those who have convicted of a business-related of documents,
completed their sentence, have or occupational crime , and. However, this
completed their probation period or have provision does not apply if 3 years have been
been pardoned for three years. sentenced to a term a lready passed since
completion of imprisonment of service at least
one year. Except for those who have completed
their the sentence, have completed their
probation since expiration of the period or
have been pardoned for three yearso f a
suspended sentence, or since a pardon was
2. The parties to the transaction shall not be received.
related parties or have a material II. The parties M ay not be a related party or de
relationship with each other. facto related party of any party to the
transaction shall not be related parties or have
3. If the Company shall obtain appraisal a material relationship with each other.
reports from more than two professional III. If the Company shall i s required to obtain
appraisers, the different professional appraisal reports from two or more than two
appraisers or appraisers shall not be professional appraisers, the different
related to each other or in a situation professional appraisers or appraisers shall
where they are substantially related to appraisal officers may not be related to each
each other. other parties or in a situation where they are
substantially d e facto related to parties of each
VI. When issuing an appraisal report or other.
opinion, the foregoing officer shall comply VI. W hen issuing an appraisal report or opinion, the
with the self-regulatory rules of their foregoing officer p ersonnel referred to in the
respective trade associations and following preceding paragraph shall comply with the self-
matters: regulatory rules of their respective trade t he
industry associations to which they belong and
with the following matters:
1. Before taking on a case, it is important I. Prior to accepting Before taking on a case, it is
important to carefully t hey shall prudently
to carefully assess its professional
competence, practical experience and assess its their own professional competence
capabilities, practical experience and
independence.
independence.
2. When executing a case, proper II. When executing conducting a case, proper
they shall appropriately plan and execute
procedures should be planned and adequate working procedures should be
implemented to form a conclusion and planned and implemented to form , in order to
issue a report or opinion based on it; and produce a conclusion and issue a u se the
the procedures performed, information
conclusion as the basis for issuing the report or
collected, and conclusion should be recorded in detail in the casework draft. opinion based on it; and the . The related
working procedures performed, information ,
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Reason for
Article Before amendment Article After amendment amendment
data collected, and conclusion should be
recorded in detail in the casework draft. shall
be fully and accurately specified in the case
working papers.
3. The information used shall be evaluated on a sources, parameters and III. used shall be evaluated on aThe sources, parameters and information They shall
undertake an item case-by-case basis for item
case-by-case basis for appropriateness and reasonableness in order to form the evaluation of the appropriateness and
reasonableness in order to form o f the sources
basis for issuing an appraisal report or
of data used, the parameters, and the
opinion. information, as the basis for issuing an
issuance of the appraisal report or the opinion.
IV. The declaration shall include T hey shall issue
4. The declaration shall include that the a statement attesting to the professional
relevant personnel are professional and competence and independence of the personnel
independent, that the information used who prepared the report or opinion, and that the
has been assessed to be appropriate and relevant personnel are professional and
reasonable, and that the relevant independent, t hey have evaluated and found
regulations have been complied with. that the information used has been assessed to
be is appropriate and reasonable, and that the
relevant regulations they have been complied
with applicable laws and regulations.
Chapter with
Chapter 2 Acquisition or Disposal of Assets additions
Evaluation Procedures Article 6 Evaluation procedures Amended
I. When the Company acquires or disposes of I. When the Company acquires I n acquiring or according to
real estate, equipment or its right-of-use disposes disposing of real estate property, laws and
assets, except for transactions with domestic equipment, or its right-of-use assets, except for regulations to
government agencies, construction on self- transactions t hereof where the transaction amount adjust the
' -
appointed land, construction on rented land, reaches 20 percent of the company s paid in capital original
or acquisition or disposal of equipment or its or NT$300 million or more, the company, unless Article 5 as
right-of-use assets for business use, if the transacting with a domestic government agencies, Article 5 to
transaction amount reaches 20% of the construction a gency, engaging others to build on Article 10
Company's paid-in capital or NT$300 self-appointed its own land, construction engaging and amended
million or more, an appraisal report issued by others to build on rented land, or acquisition its content
a professional appraiser shall be obtained acquiring or disposal disposing of equipment or its mildly.
prior to the date of issuance of the fact, and right-of-use assets thereof held for business use, if
the following requirements shall be fulfilled: the transaction amount reaches 20% of the
Company's paid-in capital or NT$300 million or
more, shall obtain an appraisal report issued by a
professional appraiser shall be obtained prior to the
date of issuance occurrence of the fact, event from
a professional appraiser and shall further comply
with the following requirements shall be
fulfilledp rovisions:
1. If, for special reasons, a limited price, a I. If, for Where due to special reasons,
specific price or a special price is used as circumstances it is necessary to give a limited
a reference for the transaction price, the price, a specific specified price or a special price
transaction shall be submitted to the is used as a reference basis for the transaction
Board of Directors for approval, and the price, the transaction shall be submitted to f or
same applies to any subsequent changes approval in advance by the Board of Directors
in the transaction terms. for approval, and the same applies to procedure
shall also be followed whenever there is any
subsequent changes in change to the transaction
terms and conditions of the transaction.
2. If the transaction amount reaches NT$1 II. If Where the transaction amount reaches is
billion or more, two or more professional NT$1 billion or more appraisals from, two or
appraisers shall be requested to appraise more professional appraisers shall be requested
the transaction. to appraise the transaction o btained.
3. If the appraisal result of a professional III. If the appraisal result of a professional appraiser
appraiser is one of the following, except is Where any one of the following, except that
that the appraisal result of an asset circumstances applies with respect to the
acquired is higher than the transaction professional appraiser's appraisal results, unless
amount or the appraisal result of an asset all the appraisal result of an asset r esults for the
disposed of is lower than the transaction assets to be acquired is a re higher than the
amount, the accountant shall be requested transaction amount, or all the appraisal result of
to comply with the provisions of an asset r esults for the assets to be disposed of
Statement of Auditing Standards No.20 is are lower than the transaction amount, the a
issued by the Accounting Research and certified public accountant shall be requested to
Development Foundation of the Republic comply with the provisions of Statement of
of China (hereinafter referred to as the Auditing Standards No.20 issued by the
ARDF) and express a specific opinion on Accounting Research and Development
the reasons for the difference and the Foundation of the Republic of China
fairness of the transaction price: (hereinafter referred to as the ARDF) and
express engaged to render a specific opinion on
regarding the reasons reason for the difference
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Reason for
Article Before amendment Article After amendment amendment
discrepancy and the fairness a ppropriateness of
the transaction price:
(1)The difference between the valuation 1. The difference d iscrepancy between the
result and the transaction amount is valuation a ppraisal result and the transaction
20% or more of the transaction amount is 20 % p ercent or more of the
amount. transaction amount.
2. The difference d iscrepancy between the
(2)The difference between the appraisal appraisal results of two or more professional
results of two or more professional appraisers is at least 10% percent or more of
appraisers is at least 10% of the the transaction amount.
transaction amount. IV. The N o more than 3 months may elapse between
4. The date of the professional appraiser's the date of the appraisal report issued by a
report shall not exceed three months from professional appraiser's report shall not exceed
the date of the contract; provided, three months from the date of a ppraiser and
however, that if the professional the contract execution date; provided, however,
appraiser's report applies to the same that if the professional appraiser's report applies
issue of the announcement of the current to the same issue of the announcement of the
value and is less than six months old, an where the publicly announced current value and
opinion may be issued by the original is less not more than six 6 months have elapsed
professional appraiser. old, an opinion may still be issued by the
original professional appraiser.
5. The term "professional appraiser" refers to a real
estate appraiser or other person who may engage
5. The term "professional appraiser" refers to in the business of appraising real estate or
a real estate appraiser or other person who equipment in accordance with the law.
may engage in the business of appraising
real estate or equipment in accordance
with the law.
II. When the Company acquires or disposes of Article 7 II When The Company acquires acquiring or disposes
marketable securities, the Company shall disposing of marketable securities, the Company
obtain the most recent financial statements shall, prior to the date of ccurrence of the event, obtain
of the subject company that have been the most recent financial statements of the subject
audited or reviewed by a certified public issuing company that have been audited f or the most
accountant as a reference for evaluating the recent period, certified or reviewed by a certified
transaction price prior to the date of public accountant as a reference for evaluating in
occurrence of the fact. If the transaction appraising the transaction price prior to, and if the date
amount reaches 20% of the Company's of occurrence dollar amount of the fact. If the
paid-in capital or NT$300 million or more, transaction amount reaches is 20% percent of the
a CPA shall be consulted prior to the date of Company's paid-in capital or NT$300 million or
the event to express an opinion on the more, a CPA the company shall be consulted
reasonableness of the transaction price. additionally engage a certified public accountant prior
However, if the marketable securities have to the date of occurrence of the event to express
public quotations in an active market or if provide an opinion on r egarding the reasonableness of
the FSC has stipulated otherwise, this is not the transaction price. However, if the marketable T his
applicable. requirement does not apply, however, to publicly
quoted prices of securities that have public quotations
in an active market or if the FSC has stipulated where
otherwis e, this is not applicable provided by
regulations of the Financial Supervisory Commission
(FSC).
III. If the Company acquires or disposes of an Article 8 III If Where the Company acquires or disposes of an
intangible asset or its right-of-use asset or intangible assets or its right-of-use assets thereof or
membership card transaction amounting to membership card m emberships and the transaction
20% of the Company's paid-in capital or amounting to amount reaches 20% percent or more of
NT$300 million or more, except for the Company's paid-in capital or NT$300 million or
transactions with domestic government more, except for i n transactions with a domestic
agencies, the Company shall, prior to the government agenciesagency, the Company shall,
date of occurrence of the fact, request an engage a certified public accountant prior to the date
accountant to express an opinion on the of occurrence of the fact, request an accountant e vent
reasonableness of the transaction price. to express r ender an opinion on the reasonableness of
the transaction price.
IV. The calculation of the transaction amounts Article 9 IV T he calculation of the transaction amounts referred
in the preceding three paragraphs shall be to in the preceding three paragraphs a rticles shall be
made in accordance with the provisions of made done in accordance with the provisions of
Paragraph 1-5 of Article 4 and the Paragraph 1-5 of Article 425, paragraph 1-5 herein,
reference to within one year shall be based and the reference to" within one the preceding year
on the date of occurrence of the transaction shall be based on" as used herein refers to the year
and shall be projected one year in advance, preceding the date of occurrence of the current
and the portion of the appraisal report or transaction and shall be projected one year in advance,
accountant's opinion issued by a and the portion of the . Items for which an appraisal
professional appraiser obtained in report or accountant's opinion issued by f rom a
accordance with the provisions of these professional appraiser or a CPA's opinion has been
Procedures shall be exempted from further obtained in accordance with the provisions of these
calculation. Procedures shall be exempted from further calculation
need not be counted toward the transaction amount.
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Reason for
Article Before amendment Article After amendment amendment
VII.If an asset is acquired or disposed of Article 10 VII. Where the Company acquires If an asset is
through a court auction, a court-issued acquired or disposed disposes of assets through a
certificate shall be issued in lieu of an procedures, the evidentiary documentation issued by
appraisal report or an accountant's opinion. the court auction, a court -issued certificate shall be
issued in lieu of an m ay be substituted for the
appraisal report or an accountant's C PA opinion.
Chapter 3 Related Party Transactions Chapter with
additions
Article 6 Related Party Transactions Article 6 Related party transactions Amended
I. When acquiring or disposing of assets with Article 11 I.When acquiring the Company engages in any according to
related parties, in addition to the relevant acquisition or disposing disposal of assets with from laws and
resolution procedures and evaluation of the or to a related parties p arty, in addition to ensuring that regulations to
reasonableness of the transaction terms in the relevant resolution procedures n ecessary adjust the
accordance with Article 5 and this resolutions are adopted and evaluation of the original
provision, the Company shall obtain an reasonableness of the transaction terms in accordance Article 6 as
appraisal report or an opinion from a with Article 5 and this provision i s appraised, if the Article 11 to
professional appraiser if the transaction transaction amount reaches 10 percent or more of the 15 and
amount reaches 10% or more of the company's total assets, the Company shall also obtain amended its
Company's total assets in accordance with an appraisal report or an opinion from a professional content
the preceding article. The calculation of the appraiser if the transaction amount reaches 10% or mildly.
transaction amount shall be in accordance more of the Company's total assets o r a CPA's opinion
with the provisions of Paragraph 4 of in accordance c ompliance with the provisions of the
Article 5. When determining whether a preceding article. Chapter and this Chapter.
counter-party is a related party, substantial The calculation of the transaction amount referred to
relationships should be considered in in the preceding paragraph shall be made in
addition to the legal form of the accordance with the provisions of Paragraph 4 of
relationship. Article 5. 9 herein.
When determining judging whether a counter-party
transaction counterparty is a related party, substantial
relationships should be considered in addition to the
legal form f ormalities, the substance of the
relationship shall also be considered.
Article 6 II. To acquire or dispose of real estate or its Article 6 II. To When the Company intends to acquire or
right-of-use assets from a related party, or Article 12 dispose of real estate property or its right-of-use
to acquire or dispose of assets other than assets thereof from or to a related party, or when it
real estate or its right-of-use assets with a intends to acquire or dispose of assets other than
related party, and the transaction amount real estate property or its right-of-use assets with
reaches 20% of the Company's paid-in thereof from or to a related party, and the
capital, 10% of the Company's total assets, transaction amount reaches 20 % p ercent or more
or NT$300 million or more, except for the of the Company's paid-in capital, 10% percent
purchase or sale of domestic bonds, bonds or more of the Company's total assets, or NT$300
with repurchase or resale conditions, or the million or more, except for the purchase or sale i n
purchase or repurchase of money market trading of domestic government bond s, or bonds
funds issued by a domestic securities with under repurchase or and resale conditions
investment trust, the following information agreements, or t he purchase s ubscription or
shall be submitted to the Audit Committee repurchase r edemption of money market funds
and the Board of Directors for approval issued by a domestic securities investment trust ,
before the transaction contract is signed and enterprises, the Company may not proceed to
payment is made. enter into a transaction contract or make a
payment until the following information shall be
submitted to m atters have been approved by the
Audit Committee and the Board of Directors for
approval before the transaction contract is signed
and payment is made.:
1. The purpose, necessity and expected I. The purpose, necessity and expected benefits
benefits of acquiring or disposing of the anticipated benefit of acquiring t he acquisition
assets. or disposing disposal of the assets.
2. The reason for selecting the related party II. The reason for selecting c hoosing the related
as the counter-party. party as the counter-party a transaction
3. To acquire real estate or its right-of-use counterparty.
assets from related parties, information III. To acquire W ith respect to the acquisition of
related to the assessment of the real estate property or its right-of-use assets
reasonableness of the predetermined thereof from a related parties p arty, information
transaction terms in accordance with the related to the assessment r egarding appraisal of
provisions of Paragraph 3, 4 and 5 of this the reasonableness of the predetermined
Article. preliminary transaction terms in accordance
with the provisions of Paragraph 3, 4 and 5 of
4. The original acquisition date and price of this Article 13 and Article 14.
the related party, the counter-party and IV. The original acquisition date and price of at
its relationship with the Company and which the related part y, o riginally acquired the
the related party. counter-party r eal property, the original
transaction counterparty, and its t hat
transaction counterparty's relationship with t o
the Company and the related party.
5. The Company estimates the cash flow V. The Company estimates the M onthly cash flow
forecast for each month of the coming forecast for each f orecasts for the year
year starting from the contract month, commencing from the anticipated month of the
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Reason for
Article Before amendment Article After amendment amendment
and evaluates the necessity of the coming year starting from s igning of the
transaction and the reasonableness of the contract month, and evaluates evaluation of the
use of funds. necessity of the transaction and the
reasonableness of the use of funds utilization.
6. An appraisal report or an opinion from a VI. An appraisal report or an opinion from a
professional appraiser obtained in professional appraiser or a CPA's opinion
accordance with the aforesaid provisions obtained in accordance c ompliance with the
aforesaid provisions p receding article.
7. Restrictions and other material VII. Restrictions and other material
covenants of this transaction. Restrictive covenants of this a nd other
important stipulations associated with the
transaction.
VIII. An opinion issued by a CPA engaged to review
whether the transaction with the related party
conforms with ordinary commercial terms and
whether it is not damaging to the interests of
this Corporation and its minority shareholders.
With respect to the types of transactions listed below,
when to be conducted between the Company and its
parent or subsidiaries, or between its subsidiaries in
which it directly or indirectly holds 100 percent of the
issued shares or authorized capital, the Company's
Board of Directors may pursuant to Article 3 delegate
the board chairman to decide such matters when the
transaction is within a certain amount and have the
decisions subsequently submitted to and ratified by
the next Board of Directors meeting:
I. Acquisition or disposal of equipment or
right-of-use assets thereof held for business
use.
II. Acquisition or disposal of real property
right-of-use assets held for business use.
When a matter is submitted for discussion by the
Board of Directors pursuant to paragraph 1, the Board
of Directors shall take into full consideration each
independent director's opinions. If an independent
director objects to or expresses reservations about any
matter, it shall be recorded in the minutes of the Board
of Directors meeting.
The matters for which paragraph 1 requires approved
by the Board of Directors shall first be approved by
one-half or more of all audit committee members and
then submitted to the Board of Directors for a
resolution, and shall be subject to mutatis mutandis
application of Article 30, paragraphs 3.
When the following circumstances is present in a
transaction with a related party, after passage by the
Board of Directors, the Company shall submit the
materials in all the subparagraphs of paragraph 1 to
the shareholders’ meeting for approval before the
transaction contract may be entered into and any
payment made. The Company may proceed to enter
into a transaction contract or make a payment, and a
shareholder that is an interested party shall not
participate in the voting:
I. The Company or its subsidiary that is not a
domestic listed company has performed the
transaction in the first paragraph, and the
amount of the transaction is 10 percent or more
of the Company’s total assets. However, this
restriction does not apply to transactions
between the Company and its parent company
or subsidiaries or between its subsidiaries.
II. According to the Company Act, this
Company’s articles of incorporation, or the
regulations on internal operating procedure, the
amount or the terms of the transaction will have
a material effect on this Company’s operations
or shareholder equity.
If the Company has performed a transaction under the
first paragraph with a related party, information about
the actual transaction (including the actual price and
terms of the transaction, and the information
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Reason for
Article Before amendment Article After amendment amendment
described in the subparagraphs of the first paragraph)
should be reported at the next shareholders’ meeting
after the end of a year.
The calculation of this the transaction amount
The calculation of this transaction amount shall amounts referred to in paragraph 1 and the preceding
be made in accordance with Paragraph 1-5 of paragraph shall be made in accordance with
Article 4, and the reference to within one year Paragraph 1-5 of Article 4 25, paragraph 1,
is based on the date of occurrence of the subparagraph 5 herein, and the reference to "within
transaction and extrapolated forward one year, one the preceding year is based on " as used herein
and the part that has been submitted to the refers to the year preceding the date of occurrence
Audit Committee and the Board of Directors of the current transaction and extrapolated forward
for approval in accordance with the provisions one year, and the part. Items that has have been
of these Procedures shall not be re-counted. submitted to the a pproved by the shareholders’
meeting or the Audit Committee and the Board of
Directors for approval in accordance with the
provisions of these Procedures shall need not be re-
counted toward the transaction amount.
Article 6 III.When acquiring real estate or its right-of- Article 6 III.When acquiring T he Company that acquires real Amended
use assets from a related party, the Article 13 estate property or its right-of-use assets thereof from according to
reasonableness of the transaction cost should be a related part y, s hall evaluate the reasonableness of laws and
evaluated by the following methods, and an the transaction cost should be evaluated c osts by the regulations to
accountant shall be consulted to review and following methods, and an accountant shall be adjust the
express a specific opinion: consulted to review and express a specific opinion original
1.Based on the transaction price of the related means: Article 6 as
party plus interest on the necessary capital I. Based on u pon the related party's transaction price Article 11 to
and the buyer's legal responsibility for the of the related party p lus necessary interest on 15 and
costs. The interest cost of necessary capital funding and the costs to be duly borne by the amended its
is calculated based on the weighted- buyer. "Necessary interest on the necessary content
average interest rate on loans made by the capital and the buyer's legal responsibility for the mildly.
Company in the year the assets are costs. The interest cost of necessary capital
acquired, but shall not be higher than the funding" is calculated based on i mputed as the
maximum interest rate on non-financial weighted-average interest rate on loans made by
loans announced by the Ministry of the Company borrowing in the year the assets are
Finance. acquired, but shall c ompany purchases the
property; provided, it may not be higher than the
maximum interest rate on non-financial loans
industry lending rate announced by the Ministry
2.If a related party has set up a collateralized of Finance.
loan with a financial institution, the II. If T otal loan value appraisal from a financial
financial institution shall assess the total institution where the related party has set up
value of the loan on the subject matter, previously created a mortgage on the property as
provided that the cumulative value of the security for a collateralized loan with a financial
actual loan on the subject matter by the institution loan; provided, the financial institution
financial institution shall be at least 70% of shall assess the total value of the loan on the
the total assessed value of the loan and the subject matter, provided that the a ctual
period of the loan is more than one year. cumulative value of the actual loan on the subject
However, this is not applicable if the matter a mount loaned by the financial institution
financial institution and one of the parties shall be at least have been 70% percent or more
to the transaction are related parties to each of the total assessed f inancial institution's
other. appraised loan value of the loan p roperty and the
period of the loan is more than one shall have
been 1 year or more. However, this is s hall not
applicable if a pply where the financial institution
and is a related party of one of the parties to the
transaction are related parties to each other
counterparties.
In the case of a joint purchase or lease of land In the case of a joint purchase or lease of W here land
and buildings of the same subject matter, the and buildings of the same subject matter, the
transaction costs may be evaluated for the land structures thereupon are combined as a single
and buildings respectively according to any of property purchased or leased in one transaction, the
the methods listed in the aforesaid paragraph. transaction costs may be evaluated for the land and
buildings respectively according to any of the
methods t he structures may be separately appraised in
accordance with either of the means listed in the
aforesaid p receding paragraph.
When acquiring real estate or its right-of-use When acquiring T he Company that acquires real
assets from a related party, the public issuer estate property or its right-of-use assets thereof from
shall assess the cost of the real estate in a related part y, the public issuer shall assess a nd
accordance with the provisions of Paragraphs 1 appraises the cost of the real estate p roperty or right-
and 2, and shall request the accountant to of-use assets thereof in accordance with the
review and express specific opinions. provisions of Paragraphs 1 and 2, and p receding two
paragraphs shall request a lso engage a CPA to check
the accountant to review appraisal and express render
a specific opinion s.
IV. The acquisition of real estate or its right-of- IV. The acquisition of W here the Company acquires
use assets from a related party shall be subject real estate property or its right-of-use assets thereof
to the provisions of paragraph 2 and shall not
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Reason for
Article Before amendment Article After amendment amendment
be subject to the provisions of paragraph 3, if from a related party shall be subject to the provisions
any of the following circumstances apply: of paragraph 2 and shall not be subject to the
provisions of paragraph 3, if any o ne of the following
circumstances exists, the acquisition shall be
conducted in accordance with the preceding article,
1.A related party acquires real estate or its and the preceding three paragraphs do not apply:
right-of-use assets by inheritance or gift. I. A The related party acquires acquired the real
estate property or its right-of-use assets by
2.The related party has contracted to acquire thereof through inheritance or as a gift.
real estate or its right-of-use assets for more II. More than 5 years will have elapsed from the
than five years from the date of this time the related party has contracted s igned the
transaction. contract to acquire obtain the real estate
property or its right-of-use assets for more than
five years from thereof to the signing date of
3.The Company acquires real estate by this f or the current transaction.
signing a joint construction contract with a III. The Company acquires real estate by property
related party, or by commissioning a is acquired through signing of a joint
related party to build real estate on its own construction development contract with a the
land or on rented land. related party, or by commissioning t hrough
engaging a related party to build real estate
property, either on its t he company's own land
4.The Company acquires real estate right-of- or on rented land.
use assets for business use with its parent IV. The Company acquires real estate property
company, subsidiaries, or subsidiaries in right-of-use are acquired by the Company
which it directly or indirectly holds 100% assets for business use with its parent
of the outstanding shares or capital. company, or subsidiaries, or by its subsidiaries
in which it directly or indirectly holds 100 %
percent of the outstanding issued shares or
authorized capital.
Article 6 V. If the appraisal results in accordance with Article 6 V. If W hen the results of the Company's appraisal
the provisions of paragraph 3 are lower than Article 14 results conducted in accordance with the
the transaction price, the provisions of provisions of paragraph 3 1 and paragraph 2 of the
paragraph 6 shall be followed. Except preceding Article are uniformly lower than the
where objective evidence is presented and a transaction price, the provisions of paragraph 6
specific opinion of reasonableness is matter shall be followed. Except h andled in
obtained from a professional appraiser of compliance with Article 15. However, where the
real property and an accountant due to the following circumstances exist, objective evidence
following circumstances: is presented has been submitted and a specific
opinion of opinions on reasonableness is have
been obtained from a professional appraiser of
real property and an accountant due to the
following circumstances: a ppraiser and a CPA
have been obtained, this restriction shall not
apply:
1. If a related party acquires prime land or I. If a Where the related party acquires prime
leased land for construction, he/she must acquired undeveloped land or leased land for
prove that one of the following conditions is construction, he/she must prove that d evelopment,
fulfilled: it may submit proof of compliance with one of the
following conditions is fulfilled:
(1) The prime land is appraised in 1. The prime W here undeveloped land is
accordance with the method appraised in accordance with the method
prescribed in this Article, and the prescribed means in this the preceding Article,
housing is appraised on the basis of and the housing is appraised on the basis of
the related party's operating costs plus structures according to the related party's
reasonable operating profits, the total operating costs c onstruction cost plus
of which exceeds the actual reasonable operating profits, the total of which
transaction price. Reasonable exceeds the c onstruction profit are valued in
operating profit shall be based on the excess of the actual transaction price. The "
lower of the average operating Reasonable operating c onstruction profit" shall
margin of the related party's be based on the lower of deemed the average
construction department for the last gross operating profit margin of the related
three years or the most recent gross party's construction department for d ivision
profit margin of the construction over the last three m ost recent 3 years or the
industry published by the Ministry of most recent gross profit margin of for the
Finance. construction industry published f or the most
recent period as announced by the Ministry of
(2) Any other floor of the same subject Finance, whichever is lower.
premises or other unrelated 2. Any C ompleted transactions by unrelated
transactions within one year in the parties within the preceding year involving
vicinity of the subject premises that other floor floors of the same subject premises
are similar in size and where the property or other unrelated transactions within
terms of the transaction have been one year in the vicinity of the subject premises
evaluated on the basis of reasonable that are similar in size and n eighboring or
floor or area price differentials that closely valued parcels of land, where the terms
are customary for the sale or lease of of the land area and transaction have been
real estate. evaluated on the basis t erms are similar after
calculation of reasonable floor or area price
differentials that are customary for the
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Reason for
Article Before amendment Article After amendment amendment
discrepancies in floor or area land prices in
accordance with standard property market sale
or lease of real estate leasing practices.
2. Evidence shall be provided to prove that II. Evidence shall be provided to prove Where the
the terms of the transaction of real estate Company acquiring real property, or obtaining real
purchased from a related party or the property right-of-use assets through leasing, from
acquisition of real estate use rights assets by a related party provides evidence that the terms of
lease are similar to those of other non- the transactio n of real estate purchased from a
related party transactions in the neighboring related party or the acquisition of real estate use
area within one year and the area is similar. rights assets by lease are similar to those of other
non-related party transactions in the neighboring
area within one year and the area is similar.
In the case of a transaction in a neighboring In the case of a transaction in a C ompleted
area mentioned in the preceding paragraph, the transactions involving neighboring area mentioned or
same or adjacent street contour and the distance closely valued parcels of land in the preceding
from the subject of the transaction is less than paragraph , i n principle refers to parcels on the same
500 meters in circumference or its announced or an adjacent street contour block and the within a
present value is similar; in the case of a similar distance from the subject of the transaction is less o f
area, the area of other unrelated transactions is no more than 500 meters in circumference or its o r
no less than 50% of the subject of the parcels close in publicly announced present c urrent
transaction; the said one-year period is based value is similar; in the case of a similar area, the ;
on the date of acquisition of real estate or its transactions involving similarly sized parcels in
right-of-use assets, and retroactively projected principle refers to transactions completed by
to one year. unrelated parties for parcels with a land area of other
unrelated transactions is no less than 50% percent of
the subject of p roperty in the planned transaction;
within the said one - preceding year period is based
on r efers to the year preceding the date of occurrence
of the acquisition of the real estate property or its
obtainment of the right-of-use assets , and
retroactively projected to one year thereof .
Article 6 VI. If the appraisal result of acquiring real Article 6 VI. If Wherethe appraisal result of acquiring
estate or its right-of-use assets from a related Article 15 Company acquires real estate property or its right-
party is lower than the transaction price in of-use assets thereof from a related party is a nd the
accordance with the provisions of this Article, results of appraisals conducted in accordance with
the following shall be done: the preceding two articles are uniformly lower than
the transaction price in accordance with the
provisions of this Article, the following steps shall
be done t aken:
1. The difference between the transaction I. The A special reserve shall be set aside in
price and the appraised cost of real estate accordance with Article 41, paragraph 1 of the
or its right-of-use assets shall be set aside Act against the difference between the real
as a special reserve in accordance with property transaction price and the appraised cost
Article 41-1 of the Securities and of real estate or its right-of-use assets shall be set
Exchange Act and shall not be distributed aside as a special reserve in accordance with
or transferred to additional capital for Article 41-1 of the Securities and Exchange Act,
allotment. If the Company's equity-method and shall may not be distributed or transferred to
investors are public companies, a special additional used for capital for allotment. If the
reserve should be provided for the amount Company's increase or issuance of bonus shares.
of the reserve in proportion to the Where a public company uses the equity -method
Company's shareholding. investors are public companies, a to account for
its investment in another company, then the
special reserve should shall be provided for the
amount of the reserve in set aside pro rata in a
proportion to the Company's shareholding
consistent with the share of public company's
equity stake in the other company.
2. The Audit Committee shall comply with II. The Audit Committee shall comply with the
the provisions of Article 218 of the provisions of Article 218 of the Company Act.
Company Act. III. The handling Actions taken pursuant to the
3. The handling of the first two paragraphs preceding two paragraphs subparagraphs shall be
shall be reported to the shareholders' reported to the shareholders' a shareholders’
meeting and the details of the transaction meeting, and the details of the transaction shall
shall be disclosed in the annual report and be disclosed in the annual report and the
the public explanatory statement. explanatory statement.a ny investment
prospectus.
The special reserve shall be set aside only when The company that has set aside a special reserve shall
the assets acquired or leased at a higher price be set aside only when under the assets acquired or
have been recognized as a loss on decline in leased at a higher price have been p receding
value, or disposed of, or the lease terminated, paragraph may not utilize the special reserve until it
or appropriate compensation or restoration has has recognized as a loss on decline in market value of
been made, or there is other evidence that the the assets it purchased or leased at a premium, or they
special reserve is not unreasonable, and the have been disposed of, or the lease l easing contract
FSC has approved the special reserve. has been terminated, or appropriate a dequate
compensation or restoration has been made, or the
status quo ante has been restored, or there is other
evidence confirming that the special reserve is not
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Reason for
Article Before amendment Article After amendment amendment
there was nothing unreasonable about the transaction,
and the FSC has approved the special reserve given its
consent.
If the acquisition of real estate or its right-of- If When the acquisition of Company obtains real
use assets from a related party is based on other estate property or its right-of-use assets thereof from
evidence that the transaction is not in a related party, it shall also comply with the preceding
accordance with business practices, the two paragraphs if there is based on other evidence
provisions of the preceding two paragraphs indicating that the acquisition was not an arm’s length
shall also be followed. transaction is not in accordance with business
practices, the provisions of the preceding two
paragraphs shall also be followed.
Chapter with
Chapter 4 Engaged in derivative commodity trading additions
Article 7 Engaged in derivative commodity trading Article 7 Engaging in derivatives trading Amended
In accordance with the "Procedures for Article 16 Handle in accordance with the "Procedures for of according to
Engaging in Derivatives Trading" stipulated by the Company. Engaging Transactionsin " established Derivatives by the Company.Trading" stipulated laws regulations to and
adjust the
original
Article 7 as
Article 16.
Chapter 5 Mergers and Consolidations, Splits, Acquisitions, and Chapter with
Assignment of Shares additions
Article 8 Corporate merger, demerger, acquisition or Article 17 Corporate merger, demerger, acquisition or transfer of Amended
transfer of shares shares according to
I. In the event of a merger, demerger, I. In the event of The Company that conducts a laws and
acquisition or transfer of shares, the merger, demerger, acquisition, or transfer of shares, regulations to
Company shall appoint an accountant, the Company p rior to convening the Board of adjust the
attorney or securities underwriter to express Directors to resolve on the matter, shall appoint an original
an opinion on the reasonableness of the accountant e ngage a CPA, attorney or securities Article 8 as
share exchange ratio, acquisition price or underwriter to express g ive an opinion on the Article 17 to
allotment of cash or other property to the reasonableness of the share exchange ratio, Article 24
shareholders for discussion and approval by acquisition price, or allotment d istribution of cash or and amended
the Board of Directors before convening a other property to the shareholders, and submit it to the its content
Board of Directors' meeting for resolution. Board of Directors for discussion and approval by the mildly.
However, a merger between subsidiaries in Board of Directors before convening a Board of
which the Company directly or indirectly Directors' meeting for resolution.d eliberation and
holds 100 percent of the outstanding shares passage. However, the requirement of obtaining an
or capital stock, or a merger between aforesaid opinion on reasonableness issued by an
subsidiaries in which the Company directly expert may be exempted in the case of a merger by the
or indirectly holds 100 percent of the Company of a subsidiary in which it directly or
outstanding shares or capital stock, is indirectly holds 100 percent of the issued shares or
exempt from obtaining a reasonableness authorized capital, and in the case of a merger
opinion issued by the foregoing expert. between subsidiaries in which the Company directly
or indirectly holds 100 percent of the outstanding
shares or capital stock, or a merger between
subsidiaries in which the Company directly or
indirectly holds 100 percent of the outstanding
respective subsidiaries' issued shares or authorized
capital stock, is exempt from obtaining a
reasonableness opinion issued by the foregoing
expert.
Article 8 II. The Company shall prepare a public Article 18 II. T he Company participating in a merger, demerger,
document to shareholders prior to the acquisition, or transfer of shares shall prepare a
shareholders' meeting, together with the public document r eport to shareholders detailing
expert opinion and the notice of the important contractual content and matters relevant
shareholders' meeting mentioned above, for to the merger, demerger, or acquisition prior to the
their reference in deciding whether to agree shareholders' meeting, together and include it
to the merger, demerger, or acquisition. along with the expert opinion and r eferred to the
However, there is no requirement to notice p receding Article when sending
convene a shareholders' meeting to resolve shareholders notification of the shareholder s'
a merger, demerger or acquisition in meeting mentioned above, for their reference in
accordance with other laws. deciding whether to agree to a pprove the merger,
demerger, or acquisition. However, there is no
requirement to convene P rovided, where a
shareholders' p rovision of another act exempts a
company from convening a shareholders’ meeting
to resolve a a pprove the merger, demerger or
acquisition in accordance with other laws , this
restriction shall not apply.
Where the If a shareholders' meeting of a
If a shareholders' meeting of a company company a ny one of the companies participating
participating in a merger, demerger or in a merger, demerger or acquisition cannot be
acquisition cannot be convened or resolved convened fails to convene or resolved pass a
due to insufficient number of attendees, resolution due to lack of a quorum, insufficient
insufficient voting rights or other legal
number of attendees, insufficient voting rights
restrictions, or if the proposal is rejected by votes, or other legal restrictions restriction, or if
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Reason for
Article Before amendment Article After amendment amendment
the shareholders' meeting, the company the proposal is rejected by the shareholder s'
participating in the merger, demerger or meeting, the company c ompanies participating in
acquisition shall immediately disclose to the merger, demerger or acquisition shall
the public the reasons for the occurrence, immediately disclose to the public the reasons for
the subsequent handling operations and the the occurrence, the subsequent handling
expected date of the shareholders' meeting. operations and publicly explain the expected
-
reason, the follow up measures, and the
preliminary date of the shareholders' n ext
shareholders’ meeting.
Article 8 III. Unless otherwise required by other laws or Article 19 III. Unless otherwise required by other laws or special
special factors, the Board of Directors' factors, the T he Company participating in a
meeting and the shareholders' meeting shall merger, demerger, or acquisition shall convene a
be held on the same day to resolve matters Board of Directors' Directors meeting and the
related to the merger, demerger, or shareholders' meeting shall be held on the same
acquisition. day of the transaction to resolve matters related
The Board of Directors' meeting shall be relevant to the merger, demerger, or acquisition,
held on the same day as the transfer of unless another act provides otherwise or the FSC
shares, unless otherwise required by other is notified in advance of extraordinary
laws or special factors are reported to the circumstances and grants consent.
FSC for prior approval. The Company participating in a transfer of shares
shall call a Board of Directors' meeting shall be
held on the same day as of the transfer of shares
transaction, unless another act provides otherwise
required by other laws or special factors are
reported to or the FSC for prior approval is
notified in advance of extraordinary
circumstances and grants consent.
VIII. When participating in a merger, demerger, When participating in a merger, demerger,
acquisition or transfer of shares, the acquisition, or transfer of another company's
following information shall be made a shares, the Compan y following information shall
complete written record and kept for five be made prepare a complete full written record of
years for inspection the following information and kept r etain it for
five 5years for inspection reference:
1. Basic personnel information: This I. Basic identification data for personnel
includes the titles, names, and information: This includes : Including the
identification numbers (or passport occupational titles, names, and identification
numbers in the case of foreign national ID numbers (or passport numbers in
nationals) of all persons who the case of foreign nationals) of all persons who
participated in or had knowledge of participated involved in the planning or had
the merger, demerger, or acquisition or share transfer plan or the plan's knowledge demerger, orimplementation acquisition or of sharethe transfer any merger, plan
executors before the information was
or the plan's executors before o f another
made public. company's shares prior to disclosure of the
information was made public.
2. Important dates: This includes the II. Important dates: This includes D ates of
date of signing the letter of intent or material events: Including the date of signing
memorandum of understanding, the o f any letter of intent or memorandum of
appointing a financial or legal understanding, appointing the hiring of a
advisor, signing a deed, and a board financial or legal advisor, signing t he execution
meeting. of a deed c ontract, and the convening of a board
of directors meeting.
3. Important documents and III. Important documents and proceedings: This
proceedings: This includes merger, includes m inutes: Including merger, demerger
demerger or acquisition or share or, acquisition or, and share transfer plans,
transfer plans, letters of intent or letters a ny letter of intent or memorandum of
memorandum, material contracts and understanding, material contracts and minutes
minutes of board meetings. of board of directors meetings.
IX. If the Company participates W hen participating in
IX. If the Company participates in a merger, a merger, demerger, acquisition or transfer of
demerger, acquisition or transfer of shares, another company's shares, the Company shall,
the Company shall, within two days from within two 2 days counting inclusively from the
the date of the Board of Directors' date of passage of a resolution by the Board of
resolution, report the information in the Directors' resolution, report the information in the
preceding paragraphs 1 and 2 in the preceding paragraphs 1 and 2 (in the prescribed
prescribed form to the competent form to the competent authorities for record on
authorities for record on the Internet format and via the Internet-based information
information system. system) the information set out in subparagraphs
1 and 2 of the preceding paragraph to the FSC for
recordation.
X. Companies involved in mergers, demergers or
X. Companies involved in mergers, demergers acquisitions or share transfers that are not listed
or acquisitions or share transfers that are not Where any of the companies or companies whose
listed companies or companies whose participating in a merger, demerger, acquisition, or
shares are traded on the business offices of transfer of another company's shares are i s neither
securities dealers shall enter into listed on an exchange nor has its shares traded on
agreements with them and comply with the an OTC market, the business offices of securities
provisions of Articles 8 and 9. dealers company shall enter into agreements sign
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Reason for
Article Before amendment Article After amendment amendment
an agreement with them and comply with s uch
company whereby the latter is required to abide by
the provisions of Articles 8 and 9 t he preceding
two paragraphs.
Article 8 IV. All persons who participate in or have Article 20 IV. All persons who participate E very person
knowledge of the Company's merger, participating in or have knowledge of p rivy to the
demerger, acquisition or share transfer plan Company's p lan for merger, demerger, acquisition or
shall give a written undertaking of share transfer plan of shares shall giv e i ssue a written
confidentiality and shall not disclose the undertaking of confidentiality and shall m ay not
contents of the plan to the public until the disclose the contents of the plan prior to the public
information is made public, nor shall they until disclosure of the information is made public, nor
trade, on their own or in the name of others, shall they and may not trade, on in their own or in the
in all shares of the Company and other name of others o r under the name of another person,
marketable securities of an equity nature in in all shares of the Company and a ny stock or other
connection with the merger, demerger, marketable securities of an equity nature in
acquisition or share transfer. connection with the s ecurity of any company related
to the plan for merger, demerger, acquisition, or share
transfer of shares.
Article 8 V. When participating in a merger, demerger, Article 21 V. When participating in a merger, demerger,
acquisition or transfer of shares, the share acquisition or transfer of shares, the Company
exchange ratio or acquisition price shall not may not arbitrarily alter the share exchange ratio
be changed at will, except in the following or acquisition price shall not be changed at will,
circumstances, and the circumstances under except in the following u nless under the below-
which the merger, demerger, acquisition or listed circumstances, and shall stipulate the
transfer of shares may be changed shall be circumstances under which p ermitting alteration
set forth in the contract of merger, in the contract for the merger, demerger,
demerger, acquisition or transfer of shares: acquisition, or transfer of shares may be changed
shall be set forth in the contract of merger,
demerger, acquisition or transfer of shares:
1. Cash capital increase, issuance of I. Cash capital increase, issuance of convertible
convertible bonds, gratis allotment of corporate bonds, gratis allotment o r the issuance
shares, issuance of corporate bonds with of bonus shares, issuance of corporate bonds with
stock options, preferred shares with stock stock options w arrants, preferred shares with
options, stock warrants and other stock options, stock warrants and, stock warrants,
marketable securities with stock options. or other marketable equity based securities with
stock options.
2. Disposal of material assets of subsidiaries II. An action, such as a disposal of material m ajor
and other actions affecting the Company's assets of subsidiaries and other actions affecting ,
financial operations. that affects the Company's financial operations.
3. The occurrence of a major disaster, a major III. The occurrence of A n event, such as a major
change in technology, or other events disaster, a or major change in technology, or other
affecting the Company's shareholders' events affecting the Company's shareholders'
equity or securities prices. equity or securities prices t hat affects shareholder
equity or share price.
4. Adjustment of the purchase of treasury IV. Adjustment A n adjustment where any of the
stock by either party involved in a merger, purchase of treasury stock by either party involved
demerger, acquisition or transfer of shares companies participating in a t he merger,
in accordance with the law. demerger, acquisition or transfer of shares in
accordance with the law f rom another company,
5. Merger, demerger, acquisition or transfer of buys back treasury stock.
shares. V. Merger, demerger, acquisition or transfer of shares
6. Changes in the number of entities or An increase or decrease.
companies involved in mergers, demerger, Changes in the number of entities or companies
acquisitions or share transfers. involved participating in mergers the merger,
demerger, acquisitions or share transfers of shares.
VI. Other terms/conditions that the contract stipulates
may be altered and that have been publicly disclosed.
Article 8 VI.To participate in a merger, demerger, Article 22 VI.To participate T he contract for participation by the
acquisition or transfer of shares, the deed Company in a merger, demerger, acquisition, or
shall set forth the rights and obligations of transfer of shares, the deed shall set forth record
the company participating in the merger, the rights and obligations of the company
demerger, acquisition or transfer of shares companies participating in the merger, demerger,
and shall set forth the following: acquisition or transfer of shares and shall set forth
also record the following:
1. Handling of breach of contract. I. Handling of breach of contract.
2. The principles governing the handling II. The principles governing P rinciples for the
-
of treasury stock issued or repurchased handling of equity type securities previously
prior to the dissolution or demerger of issued or treasury stock issued or repurchased
a company as a result of a merger. prior to the dissolution or demerger of a
previously bought back by any company as a
result of t hat is extinguished in a merger or
that is demerged.
3. The number of treasury shares that the III. The number amount of treasury shares that
participating company shall be allowed the stock participating company shall be
to repurchase after the base date for allowed to repurchase c ompanies are
calculating the conversion ratio and the permitted under law to buy back after the base
principles for handling such shares. record date for calculating of calculation of
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Reason for
Article Before amendment Article After amendment amendment
the conversion s hare exchange ratio and the
principles for handling such shares t hereof.
4. The handling of changes in the number IV. The manner of handling of changes in the
of participating entities or companies. number of participating entities or companies.
V. Estimated Preliminary progress of project
5. Estimated progress of project implementation and expected completion
implementation and expected schedule for plan execution, and anticipated
completion schedule. completion date.
6. If the plan is not completed by the VI. If the plan is not completed by the deadline,
deadline, the scheduled date of the the scheduled date of the shareholders'
shareholders' meeting shall be Scheduled date for convening the legally
convened in accordance with the law mandated shareholders’ meeting shall be
and other related procedures. convened in accordance with the law i f the
plan exceeds the deadline without
completion, and other related r elevant
procedures.
Article 8 VII. If any party involved in a merger, Article 23 VII. A fter public disclosure of the information, if any
demerger, acquisition or transfer of shares party involved in c ompany participating in the
intends to merge, divide, acquire or merger, demerger, acquisition, or share transfer
transfer shares with another company intends further to carry out a merger, demerger,
after the information has been made acquisition or transfer of shares intends to merge,
public, the participating company shall be divide, acquire, or share transfer shares with another
exempted from convening a shareholders' company after the information has been made public,
meeting to resolve the merger, demerger, all of the participating company c ompanies shall carry
acquisition or transfer of shares, unless out anew the procedures or legal actions that had
the number of participants has been originally been completed toward the merger,
reduced and the shareholders' meeting has demerger, acquisition, or share transfer; except that
resolved and authorized the Board of where the number of participating companies is
Directors to change the authority of the decreased and a participating company's
merger, demerger, acquisition or transfer shareholders’ meeting has adopted a resolution
of shares, and the procedures or legal acts authorizing the Board of Directors to alter the limits
performed in the original merger, of authority, such participating company may be
demerger, acquisition or transfer of shares exempted from convening a shareholders' c alling
shall be repeated by all participating another shareholders’ meeting to resolve the merger,
companies. demerger, acquisition or transfer of shares, unless the
number of participants has been reduced and the
shareholders' meeting has resolved and authorized the
Board of Directors to change the authority of the
merger, demerger, acquisition or transfer of shares,
and the procedures or legal acts performed in the
original merger, demerger, acquisition or transfer of
shares shall be repeated by all participating companies
on the matter anew.
Article 8 XI. Companies involved in mergers, Article 24 XI. Companies involved W here any of the companies
demergers, acquisitions or share transfers participating in mergers, demergers, acquisitions a
that are not listed companies shall enter merger, demerger, acquisition, or share transfers that
into agreements with such companies and are transfer of shares is not listed companies a public
shall comply with the provisions of company, the Company shall enter into agreements
Articles 3, 4, 7 and 8. sign an agreement with such companies and shall
comply with t he non-public company whereby the
latter is required to abide by the provisions of Articles
3, 4, 7 and 8 A rticle 19, Article 20, and the preceding
article.
Chapter with
Chapter 6 Information Disclosure additions
Article 4 Information disclosure Article 4 I. If the Company and its subsidiaries acquire or Amended
I. If the Company and its subsidiaries acquire Article 25 dispose of U nder any of the following according to
or dispose of any of the following assets, circumstances, the Company acquiring or laws and
the Company shall, in accordance with the disposing of assets, the Company shall, in regulations to
nature and in the prescribed form, make an accordance with p ublicly announce and report the adjust the
announcement and report within two days relevant information on the nature and FSC's original
of the date of occurrence: designated website in the appropriate format as Article 4 as
prescribed form, make an announcement and Article 25 to
report by regulations within two 2 days of Article 26
counting inclusively from the date of occurrence and amended
of the event: its content
1. To acquire or dispose of real estate or its I. To acquire Acquisition or dispose disposal of mildly.
right-of-use assets from a related party, or real estate property or its right-of-use assets
to acquire or dispose of assets other than thereof from or to a related party, or to acquire
real estate or its right-of-use assets with a acquisition or dispose disposal of assets other
related party, and the transaction amount than real estate property or its right-of-use
reaches 20% of the Company's paid-in assets with thereof from or to a related party,
capital, 10% of its total assets, or NT$300 and where the transaction amount reaches 20%
million or more, except for the purchase percent or more of the Company's paid-in
or sale of domestic bonds, bonds with capital, 10% percent or more of its the
repurchase or reverse repurchase company's total assets, or NT$300 million or
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Reason for
Article Before amendment Article After amendment amendment
conditions, or the purchase or repurchase more, except for the purchase or sale ; provided,
of money market funds issued by a this shall not apply to trading of domestic
domestic securities investment trust. government bonds, or bonds with u nder
repurchase or reverse repurchase conditions, or
the purchase or repurchase a nd resale
agreements, or subscription or redemption of
money market funds issued by a domestic
securities investment trust enterprises.
2. Merger, demerger, acquisition or transfer II. Merger, demerger, acquisition or transfer of
of shares. shares.
3. Acquisition or disposal of equipment or III. Acquisition or disposal of W here equipment or
right-of-use assets for operation, where right-of-use assets thereof for operation, where
the transaction is not with a related party, business use are acquired or disposed of, and
and the amount of the transaction meets furthermore the transaction counterparty is not
one of the following requirements: with a related party, and the amount of the
transaction amount meets one a ny of the
following requirements c riteria:
(1) The Company's paid-in capital is less 1. The Company's paid-in capital is less than
than NT$10 billion and the NT$10 billion and, the transaction amount
transaction amount is more than is more than reaches NT$500 million.
NT$500 million. 2. The Company's paid-in capital is over
(2) The Company's paid-in capital is over NT$10 billion and o r more, the transaction
NT$10 billion and the transaction amount is over r eaches NT$1 billion or
amount is over NT$1 billion. more.
4. The Company expects to invest more 4. The Company expects to invest more than
than NT$500 million in the acquisition of NT$500 million in the acquisition of real estate
real estate through self-commissioned through self-commissioned construction,
construction, land-leased construction, Where land -leased construction i s acquired
joint construction and subdivision, joint under an arrangement on engaging others to
construction and subdivision, and joint build on the Company's own land, engaging
construction and subdivision sales, and others to build on rented land, joint construction
the transaction counter-parties are and subdivision a llocation of housing units,
unrelated parties. joint construction and subdivision, and
allocation of ownership percentages, or joint
construction and separate sale, and subdivision
sales, and furthermore the transaction counter-
parties are unrelated parties c ounterparty is not
a related party, and the amount the company
expects to invest in the transaction reaches
NT$500 million.
5. For asset transactions or investments in 5. For Where an asset transactions or investments
Mainland China other than those in Mainland China t ransaction other than any of
described in the preceding four those described r eferred to in the preceding four
paragraphs, the amount of each paragraphs s ubparagraphs or an investment in
transaction, or the cumulative amount of the mainland China area, the amount of each
acquisition or disposition of the same any individual transaction, or the cumulative
subject matter with the same counter- transaction amount of acquisition or disposition
party within one year, or the cumulative acquisitions and disposal of the same subject
amount of acquisition or disposition of matter t ype of underlying asset with the same
the same development project real estate counter-party t ransaction counterparty within
or its right-of-use assets within one year one t he preceding year, or the cumulative
(cumulative acquisition and disposition, amount of acquisition or disposition of
respectively), or the cumulative amount transaction amount of acquisitions and
of acquisition or disposition of the same disposals (cumulative acquisitions and
-
marketable securities within one year disposals, respectively) of real property or right
(cumulative acquisition and disposition, of-use assets thereof within the same
respectively), reaches 20% of the development project real estate or its right-of-
Company's paid-in capital or NT$300 use assets within one year (cumulative
million or more. However, the following acquisition and disposition, respectively),
conditions are excluded: within the preceding year, or the cumulative
amount of acquisition or disposition of the same
marketable securities within one year
transaction amount of acquisitions and
disposals (cumulative acquisition a cquisitions
and disposition disposals, respectively), of the
same security within the preceding year. reaches
20% percent or more of the Company's paid-
in capital or NT$300 million or more.
However, ; provided, this shall not apply to the
following conditions are excluded
circumstances:
(1) Trading of domestic bonds or foreign (1)Trading of domestic government bonds or
bonds with credit ratings not lower foreign government bonds with credit
than the sovereign rating of our ratings a rating that is not lower than the
country. sovereign rating of our country T aiwan.
(2)Trading of bonds with u nder repurchase and
(2) Trading of bonds with repurchase and reverse repurchase conditions, and r esale
reverse repurchase conditions, and agreements, or subscription or repurchase
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Reason for
Article Before amendment Article After amendment amendment
subscription or repurchase of redemption of domestic money market funds
domestic money market funds issued issued by domestic securities investment
by domestic securities investment trusts t rust enterprise s.
trusts.
III. The one-year period referred to in III. The one- "Within the preceding year period
Paragraph 5 of Article 1 is based on the date referred to " as used in the paragraph 1,
of occurrence of the transaction and shall be subparagraph Paragraph 5 of Article 1 is based on
counted as one year retroactively, and the refers to the year preceding the date of occurrence
part that has been announced in accordance of the current transaction and shall be counted as
with the regulations shall not be counted one year retroactively, and the part that has been.
again. Items duly announced in accordance with the
regulations shall t hese Procedure need not be
counted again t oward the transaction amount.
IV. The date of occurrence of the above facts IV. The date of occurrence of the above facts refers to
refers to the date of execution of the the date of execution of the transaction, the date
transaction, the date of payment, the date of of payment, the date of closing of the commission,
closing of the commission, the date of the date of transfer, the date of resolution of the
transfer, the date of resolution of the Board Board of Directors and other dates sufficient to
of Directors and other dates sufficient to determine the counter-party and the amount of the
determine the counter-party and the amount transaction, whichever is earlier; however, for
of the transaction, whichever is earlier; investors who are subject to the approval of the
however, for investors who are subject to competent authority, the earlier of the above date
the approval of the competent authority, the or the date of receipt of the approval letter from
earlier of the above date or the date of the competent authority shall prevail.
receipt of the approval letter from the
competent authority shall prevail.
V. If there is an error or omission in the V. If there is W hen the Company at the time of public
announcement of the items to be announced announcement makes an error or omission in the
and shall be corrected, all items shall be announcement of the items a n item required by
announced and reported again within two regulations to be publicly announced and shall be
days from the date of awareness. corrected s o is required to correct it, all the items
shall be again publicly announced and reported
again i n their entirety within two days counting
inclusively from the date of awareness k nowing of
such error or omission.
VI. When a public company acquires or VI. When a public company acquires T he Company
disposes of assets, it shall keep the relevant acquiring or disposes disposing of assets, it shall
deeds, minutes, docket, appraisal reports, keep the all relevant deeds, contracts, meeting
and opinions of accountants, attorneys, or minutes, docket log books, appraisal reports, and
securities underwriters at the Company for opinions of accountants, attorneys, or C PA,
at least five years, unless otherwise attorney, and securities underwriters at the
required by other laws. Company for underwriter opinions at least five the
Company, where they shall be retained for 5 year s,
unless e xcept where another act provides
otherwise required by other laws.
II.After the announcement and declaration in Article 26 II.After the announcement and declaration in
accordance with the regulations, the relevant accordance W here any of the following
information shall be reported in accordance circumstances occurs with the regulations, the
with the regulations within two days from the relevant information shall be r espect to a
date of occurrence of the fact in the following transaction that the Company has already publicly
conditions: announced and reported in accordance with the
regulations p receding article, a public report of
relevant information shall be made on the
information reporting website designated by the
FSC within two 2 days counting inclusively from
the date of occurrence of the fact in the following
conditions e vent:
1. The contracts entered into in connection I. 1. The contracts entered into in connection with
with the original transaction are subject to the original transaction are subject to Change,
change, termination or cancellation. termination or cancellation r escission of a
contract signed in regard to the original
transaction.
2.The merger, demerger, acquisition or II. 2. The merger, demerger, acquisition or transfer
transfer of shares is not completed in of shares is not completed in accordance with b y
accordance with the planned schedule of the planned schedule of s cheduled date set forth
the agreement. in the agreement c ontract.
3. There are changes to the original III. 3.There are changes to the original
announcement declaration. announcement declaration Change to the
originally publicly announced and reported
information.
Chapter with
Chapter 7 Additional Provisions additions
Article 9 Penalties Article 9 Penalties Amended
If the Company's managers and organizers Article 27 If the Company's managers and organizers according to
negligently violate this procedure and cause negligently violate this procedure and cause serious laws and
serious damage to the Company, they shall damage to the Company, they shall immediately regulations to
immediately report to their immediate report to their immediate supervisors and top financial adjust Article
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Reason for
Article Before amendment Article After amendment amendment
supervisors and top financial decision makers decision makers and deal with the matter in 9 as Article
and deal with the matter in accordance with the accordance with the Company's personnel and 27.
Company's personnel and administrative rules administrative rules and regulations; if the Company
and regulations; if the Company is found to is found to have deliberately violated this procedure
have deliberately violated this procedure and and caused damage to the Company, in addition to
caused damage to the Company, in addition to dealing with the matter in accordance with the
dealing with the matter in accordance with the Company's personnel and administrative rules and
Company's personnel and administrative rules regulations, the Company may require the
and regulations, the Company may require the perpetrators to compensate for the Company's losses
perpetrators to compensate for the Company's and report the process to the latest Board of Directors.
losses and report the process to the latest Board
of Directors.
Article Procedures for controlling the acquisition or Article 10 Procedures for controlling the acquisition or disposal Amended
10 disposal of assets by subsidiaries Article 28 of assets by subsidiaries according to
I. For the acquisition or disposal of assets by I. For the a subsidiary’s acquisition or disposal of laws and
the Company's subsidiaries, the "Handling assets by, the subsidiary shall formulate the regulations to
Procedures of Acquisition and Disposal of Company's subsidiaries, the "Handling Procedures adjust the
Assets" shall be established in accordance of for Acquisition and Disposal of Assets" shall be original
with the "Regulations Governing the established in accordance with the "Regulations Article 10 as
Acquisition and Disposal of Assets by Governing the Acquisition and Disposal of Assets Article 28.
Public Companies" established by the FSC, by Public Companies " established i ssued by the
with the Company's advice, and FSC , with a nd taking into consideration of the
implemented after the resolution of its audit Company’s opinion, which procedures shall be
committee and/or Board of Directors and/or reported to the Company's advice, and
shareholders' meeting, or as amended. implemented after the resolution of its audit
committee and/or Board of Directors and/or
subsidiary’s shareholders’ meetin g, or as amended
after being approved by the subsidiary’s board
meeting. The same shall apply to amendments
thereafter.
II. If a subsidiary is not a domestic listed II. If a subsidiary is not a domestic public company, if
company, and its acquisition or disposal of its acquisition or disposal of assets reaches the
assets meets the standards stipulated in standard of information disclosure stipulated in
Article 4 of the Procedures for Disclosure Article 42 5 of these Procedures, the Company shall
of Information, the Company shall make the announcement and filing on its behalf.
announce and report such assets on behalf
of the subsidiary.
III. The Company shall supervise its III. The Company shall supervise its subsidiaries to
subsidiaries to inspect whether the inspect whether the "Procedures for the
"Procedures for the Acquisition or Disposal Acquisition or Disposal of Assets" established by
of Assets" established by the Company the Company comply with the relevant standards
comply with the relevant standards and and whether the acquisition or disposal of assets
whether the acquisition or disposal of assets are handled in accordance with the prescribed
are handled in accordance with the procedures.
prescribed procedures.
IV. Internal auditors shall review the IV. Internal auditors shall review the subsidiary's self-
subsidiary's self-inspection report. inspection report.
Article Others Article 11 Others Amended
11 III. The 10% of total assets requirement under Article 29 I.III. The For the calculation of 10% percent of total according to
this procedure is calculated based on the assets requirement under this procedure is laws and
amount of total assets in the most recent calculated based on the amount of t hese regulations to
individual or individual financial report Procedures, the total assets stated in the most adjust
required by the Guidelines Governing the recent individual or individual p arent company paragraphs 1,
Preparation of Financial Reports by only financial report financial report required by 2, and 4 of
Securities Issuers; the amount of paid-in prepared under the Guidelines R egulations Article 11 as
capital or total assets required by the Governing the Preparation of Financial Reports Article 4 and
publishable standards applicable to by Securities Issuer s; the amount of paid-in adjust
subsidiaries under Article 4-1 shall be the capital or total assets required by the publishable paragraphs 3,
amount of paid-in capital or total assets of standards applicable to subsidiaries under Article 5, 6, and 7 as
the Company. 4-1 shall be the amount of shall be used. The Article 29.
paid-in capital or total assets of the Company
shall be the standard applicable to a subsidiary in
-
determining whether, relative to paid in capital
or total assets, it reaches a threshold requiring
public announcement and regulatory filing under
V. The announcement reporting referred to in Article 25, paragraph 1.
this procedure refers to the information II. V. The announcement reporting referred to in this
reporting website designated by the FSC. procedure refers to the information reporting
VI. If the Company's stock has no par value or website designated by the FSC.
the par value per share is not NT$10, the III.VI. If In the Company's stock has case of a
transaction amount of 20% of the paid-in company whose shares have no par value or the
capital shall be calculated based on 10% of a par value per share is not other than NT$10,-for
the equity attributable to the owners of the the calculation of transaction amounts of 20 %
parent company. percent of the paid-in capital shall be calculated
based on under these Procedures, 10% percent of
the equity attributable to the owners of the parent
VII. Any matters not covered by these company s hall be substituted.
procedures shall be handled in accordance IV .VII. Any matters not covered by these procedures
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Article Before amendment	Article Before amendment	Article	After amendment Reason for amendment	After amendment Reason for amendment
with the relevant laws and regulations and the relevant rules and regulations of the Company.			shall be handled in accordance with the relevant laws and regulations and the relevant rules and regulations of the Company.
Article 12 1. If a transaction of acquisition or disposal of assets is required to be reported to the Board of Directors for discussion, or if this procedure is established or amended, it shall be approved by at least one-half of all members of the Audit Committee and submitted to the Board of Directors for resolution. 2. If not approved by more than half of all members of the Audit Committee, the Audit Committee may be approved by two-thirds of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors' meeting. 3. This procedure shall be implemented after approved by the Board of Directors and submitted to the shareholders' meeting for approval, and the same applies to any amendment. 4. All members of the Audit Committee and all directors referred to in the preceding paragraph shall be counted as those who are actually in office.		~~Article 12~~ Article 30	~~1If trntin f~~
			~~tll in ffi~~
			~~acuay oce~~
Article 14	This procedure was formulated on December 14, 2006. The 1st amendment was made on September 19, 2007. The 2nd amendment was made on June 6, 2012. The 3rd amendment was made on June 11, 2014. The 4th amendment was made on June 13, 2017. The 5th amendment was made on June 12, 2019. The 6th amendment was made on June 2, 2020. The 7th amendment was made on May 30, 2022.	~~Article 14~~ Article 31	The Procedures were established on December 14, 2006. The 1st amendment was made on September 19, 2007. The 2nd amendment was made on June 6, 2012. The 3rd amendment was made on June 11, 2014. The 4th amendment was made on Jun 13, 2017. The 5th amendment was made on June 12, 2019. The 6th amendment was made on June 2, 2020. The 7th amendment was made on May 30, 2022. The 8th amendment was made on May 29, 2024.	Amended the article No. and added the number of times and date of the amendment.

==> picture [111 x 27] intentionally omitted <==

Schedule: “Table of Authorization Authority for Acquisition or Disposal of Assets and Limits of Investment in Securities”

==> picture [505 x 413] intentionally omitted <==

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Total amount Limit of individual
Asset Authorizer Authorization authority
investable investment
Property for business use The Board
Property not for business use and
The Board 30% of net worth 15% of net worth
its right-of-use assets
The Board Over NT$100 million
Long-term equity 50% of net worth 25% of net worth
Chairman Below NT$100 million (inclusive)
※The investment and establishment of subsidiaries in which the Company directly or indirectly holds 100% of the shares are not subject to the
restriction on the total amount investable for long-term equity.
Equity investments in a wholly- The Board Over NT$100 million
50% of net worth 25% of net worth
owned subsidiary Chairman Below NT$100 million (inclusive)
Equity investment in a non- The Board Over NT$100 million
50% of net worth 15% of net worth
wholly-owned subsidiary Chairman Below NT$100 million (inclusive)
The Board Over NT$100 million
Other equity investments 50% of net worth 15% of net worth
Chairman Below NT$100 million (inclusive)
Chairman Over NT$10 million
Long-term secured bonds 50% of net worth 15% of net worth
President Below NT$10 million (inclusive)
Long-term unsecured bonds The Board Over NT$100 million 20% of net worth 5% of net worth
Chairman Below NT$100 million (inclusive) (Note)
※ In addition to government bonds under investments in long-term bonds, investments in corporate bonds shall be secured corporate bonds.
Note: Limit to ESG-related bonds, and the investment balance shall be less than NT$100 million.
Chairman Over NT$10 million
Short-term equity 20% of net worth 5% of net worth
President Below NT$10 million (inclusive)
※ The sum of the long-term equity investment amount and the short-term equity investment amount shall not exceed the net worth of the Company.
Short-term bonds and bond President Over NT$10 million
40% of net worth 15% of net worth
funds CFO Below NT$10 million (inclusive)
President Over NT$100 million
Money market funds 40% of net worth 15% of net worth
CFO Below NT$100 million (inclusive)
※ Short-term bonds shall not be operated through the leverage principle of multiplier under pledge, guarantee, or similar methods that expand the
effects of gains or losses
Chairman Over NT$10 million
Other securities 20% of net worth 5% of net worth
President Below NT$10 million (inclusive)
Over NT$1500 million
The Board
Intangible assets and other Over NT$30 million but below NT$1500 million
Chairman
significant assets (inclusive)
President
Below NT$30 million (inclusive)
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AI assistant

Raydium — Annual Report 2023

52350_rns_2024-06-13_3445c143-5175-4676-8bf7-25b76d64315f.pdf

Raydium Semiconductor Corporation 2024 Annual Shareholders’ Meeting Minutes (English Translation for Reference Only)

The Number of Shares of Attendance:

Directors present ：

1. Commencement

2. Chairman’s Address (omitted)

3. Report Items

(I) 2023 Business Report

(II) 2023 Audit Committee's Review Report

(III) 2023 Distribution of Employee Compensation and Director Remuneration

(IV) 2023 Earnings Distribution of Cash Dividends

4. Recognition Items

■ Item 1 ■

■ Item 2 ■

5. Discussion Items

■ Item 1 ■

6. Extemporary Motions

7. Adjournment

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, 2023 and 2022

(Expressed in Thousands of New Taiwan Dollars)

Raydium Semiconductor Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2023 and 2022

(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, 2023 and 2022 (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, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

1. Valuation of inventories

Description of key audit matter:

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, 2023 and 2022

(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, 2023 and 2022

(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, 2023 and 2022 (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, 2023 and 2022 (Expressed in Thousands of New Taiwan Dollars)

Attachment III: 2023 Earnings Distribution Table

Raydium Semiconductor Corporation

2023 Earnings Distribution Table

Attachment IV: Comparison Table for the “Procedures for Acquisition or Disposal of Assets”

More from Raydium

Raydium Annual Report 2023