uPI SEMI

Stock Code: 6719

20 ANNUAL GENERAL SHAREHOLDERS' MEETING

Agenda

Date May 20, 2026

Place Multifunction Meeting Room, 2F., No.3 Taiyuan 1st St., Zhubei City, Hsinchu County, Taiwan

I. Meeting Procedures ... 1

II. Meeting Agenda ... 2

Report Items ... 3
Ratification Items ... 5
Discussion Items ... 7
Extemporary Motions ... 7

III. Attachments

[Attachment 1] 2025 Business Report ... 8
[Attachment 2] Audit Committee’s Review Report of 2025 ... 10
[Attachment 3] Remuneration paid to directors and independent directors ... 11
[Attachment 4] Comparison Table of Sustainable Development Best Practice Principles and the Revised Full Text ... 13
[Attachment 5] 2025 Independent Auditors’ Report and Financial Statements ... 21
[Attachment 6] 2025 Statement of Earnings Distributions ... 39
[Attachment 7] Comparison Table of Rules and Procedures for Shareholders Meetings ... 40
[Attachment 8] Comparison Table of Procedures for Acquisition and Disposal of Assets ... 42

IV. Appendix

[Appendix 1] Articles of Incorporation ... 43
[Appendix 2] Rules and Procedures of Shareholders’ Meetings (Before Amendment) ... 48
[Appendix 3] Procedures for Acquisition and Disposal of Assets (Before Amendment) ... 60
[Appendix 4] Shareholdings of the Directors ... 74
[Appendix 5] Other Explanatory Information ... 75

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I. Meeting Procedures

uPI Semiconductor Corp. Meeting Procedures for the 2026 Annual General Shareholders’ Meeting

Call the Meeting to Order
Chairman’s Address
Report Items
Ratification Items
Discussion Items
Extemporary Motions
Adjournment

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II. Meeting Agenda

uPI Semiconductor Corp.

Meeting Agenda for the 2026 Annual General Shareholders’ Meeting

Time: 10:00 AM, May 20, 2026 (Wednesday)
Location: Multifunction Meeting Room, 2F., No. 3 Taiyuan 1st St., Zhubei City, Hsinchu County
Convening method: Physical shareholders’ meeting
Call the Meeting to Order
Chairman’s Address
Report Items
Business Report of 2025.
Audit Committee’s Review Report of 2025.
Report of Employees’ Compensation for 2025.
Report of Directors’ Compensation for 2025.
Amendment to the “Sustainable Development Best Practice Principles.”
Ratification Items
To adopt 2025 Business Report and Financial Statements.
To adopt the proposal for Distribution of 2025 Profits.
Discussion Items
Amendment to the “Rules and Procedures of Shareholders Meetings.”
Amendment to the “Procedures for Acquisition or Disposal of Assets.”
Extemporary Motions
Adjournment

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Report Items

Proposal 1

Proposal: Business Report of 2025.

Explanation: For the Company’s 2025 Business Report, please refer to Attachment 1 (Page 8 to Page 9).

Proposal 2

Proposal: Audit Committee’s Review Report of 2025.

Explanation: For the Company’s 2025 Audit Committee’s Review Report, please refer to Attachment 2 (Page 10).

Proposal 3

Proposal: Report of Employees’ Compensation for 2025.

Explanation:

Per Article 19 of the Company’s Articles of Incorporation, when the Company makes an annual profit, it shall allocated no less than 5% of the profit to employees’ compensation, with at least 1% of this amount specifically designated for frontline employees.
The Company’s profit for 2025 was NT$920,636,199 (i.e., pre-tax income before deducting the compensation of employees and directors). An allocation of NT$83,050,262 was made for employees’ compensation, representing an allocation ratio of 9.02%, with at least 1% of this amount specifically designated for frontline employees, amounting to NT$830,503. This distribution was to be made in cash.
The above compensation was approved by resolutions of the Company’s Remuneration Committee and Board of Directors.

Proposal 4

Proposal: Report of Directors’ Compensation for 2025.

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Explanation: 1. Per Article 19 of the Company’s Articles of Incorporation, when the Company makes an annual profit, no more than 3% for directors’ compensation.

The Company’s profit for 2025 was NT$920,636,199 (i.e., pre-tax income before deducting the compensation of employees and directors). An allocation of NT$5,026,488 was made for directors’ compensation, representing an allocation ratio of 0.55%, and this distribution was to be made in cash.
The Company's director remuneration policy is based on the provisions of the Articles of Incorporation and the "Self-Evaluation Evaluation of the Board of Directors Performance" as the foundation for assessment. It also takes into account the directors' contributions to the Company's operational performance, level of participation, and performance evaluation results, including factors such as involvement in corporate operations and internal control. The payment of director remuneration for this period is handled in accordance with the "Director Salary and Remuneration Measures".
Remuneration paid to directors and independent directors, please refer to Attachment 3 (Page 11 to Page 12).
The above compensation was approved by resolutions of the Company’s Remuneration Committee and Board of Directors.

Proposal 5

Proposal: Amendment to the “Sustainable Development Best Practice Principles.”

Explanation: 1. According to the Taiwan Stock Exchange’s letter No. 1140016118 dated September 2, 2025, the "Sustainable Development Best Practice Principles" have been amended.

To comply with the aforementioned relevant laws and regulations and the Company’s practical needs, certain provisions of the Company’s "Sustainable Development Best Practice Principles" are proposed for amendment. The comparison table of the provisions before and after the amendments, as well as the full text of the amended version, are provided in Attachment 4 (Page 13 to Page 20).

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Ratification Items

Proposal 1

Proposed by the Board of Directors

Proposal: To adopt the 2025 Business Report and Financial Statements.

Explanation:

The Company’s 2025 financial statements have been audited by independent auditors, CPA Hsin-Yi Tsai and CAP Shu-Chien Pai of PricewaterhouseCoopers, Taiwan, and they are considered to be adequate to express the financial status and operating results of 2025; please refer to Attachment 5 (Page 21 to Page 38).
The above-mentioned financial statements and the 2025 Business Report, please refer to Attachment 1 (Page 8 to Page 9), have been approved by the Audit Committee and the Board of Directors of the Company, and an audit report has been issued for the record.
Submitted for approval.

Resolution:

Proposal 2

Proposed by the Board of Directors

Proposal: To adopt the proposal for distribution of 2025 profits.

Explanation:

The Company’s net income after tax for 2025 was NT$692,687,069. After appropriating a surplus of NT$69,268,707 for legal reserve and reversing NT$18,746,483 for the special reserve by the law, and the addition of unappropriated earnings at the beginning of the period of NT$1,435,718,779, the distributable earnings at the end of the period were NT$2,077,883,624.
For the above distributable earnings, a distribution is planned to shareholders in the form of cash dividends of NT$485,203,349 (for a cash dividend per share of NT$4.6). Cash dividend distributions are calculated to the nearest NT dollar (with amounts less than one NT dollar to be discarded). The amounts under one dollar due to the rounding off are summed and recognized as the Company’s other income.
Once approval is given by the Annual General Shareholders’ Meeting, the

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Chairman shall be separately authorized to resolve the ex-dividend record date, distribution date, and other related matters. If the dividend ratio of the earnings distribution is changed and must be adjusted as a result of a change in the number of outstanding shares, it is proposed to authorize the Chairman to arrange necessary adjustments.

Please refer to Attachment 6 (Page 39) for the 2025 Statement of Earnings Distributions.
This matter has been approved by resolutions of the Audit Committee and Board of Directors.
Submitted for approval.

Resolution:

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Discussion Items

Proposal 1

Proposed by the Board of Directors

Proposal: Amendment to the “Rules and Procedures of Shareholders Meetings.

Explanation:

According to the Taiwan Stock Exchange’s letter No. 1150002970 dated March 5, 2026, and in order to comply with the amendments to Article 6 of the “Regulations Governing the Contents and Compliance Requirements for Shareholders’ Meeting Agenda Handbooks of Public Companies,” as well as with reference to international practices regarding scrutineers and the Company’s operational needs, the Company has amended its “Rules and Procedure of Shareholders’ Meetings.” The comparison table of the provisions before and after the amendment is provided in Attachment 7 (Page 40 to Page 41).
Hereby submitted for discussion.

Resolution:

Proposal 2

Proposed by the Board of Directors

Proposal: Amendment to the “Procedures for Acquisition and Disposal of Assets.”

Explanation:

To effectively manage the Company’s short-term idle funds, Article 12 of its “Procedures for Acquisition or Disposal of Assets.” has been amended. The comparison table of the provisions before and after the amendment is provided in Attachment 8 (Page 42).
Hereby submitted for discussion.

Resolution:

Extemporary Motions

Adjournment

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[Attachment 1]

uPI Semiconductor Corp.

2025 Business Report

Ladies and Gentlemen, Esteemed Shareholders:

In an environment of easing global inflation and a stabilizing economic situation, the application of emerging technologies such as artificial intelligence (AI) continues to expand, driving a recovery in overall market demand and helping the semiconductor industry maintain its growth momentum. However, adjustments in tariff policies by major countries have prompted customers to stockpile and procure in advance, and the resulting exchange rate fluctuations have exerted certain pressure on overall growth. In addition, rising geopolitical risks, global supply chain restructuring, increasing trends of trade fragmentation, and the higher frequency of extreme weather events continue to create a highly uncertain business environment with multiple challenges for enterprises. Facing a rapidly changing external environment and industry trends, uPI adheres to the management philosophy of "leading technological innovation through forward-looking planning, enhancing operational resilience through excellent management, and accelerating value realization through partner collaboration." The Company continues to deepen its layout of high value-added products and core technologies, thereby optimizing customer structure and market diversification, enhancing supply chain resilience and operational flexibility, and accelerating the innovation process and improving the product and service portfolio through strategic partnerships.

uPI's consolidated operating revenue for 2025 was NT$4,581,285 thousand, representing a year-on-year increase of 23.89%. The operating gross margin was 34.8%, up 4.5 percentage points from the previous year. With continuous optimization of the expense structure and effective cost control, consolidated net profit after tax increased to NT$692,687 thousand, with earnings per share (EPS) of NT$6.58. Overall operational performance showed significant growth compared to 2024, demonstrating that the Company's long-term business strategies and management synergies have been gradually implemented and concretely realized. In view of the continued high uncertainty in the global economic and industry environment, the Company will continue to respond cautiously to external risks, leverage its market adaptability and execution capabilities, and actively invest in product R&D, advanced processes, and market development to consolidate its competitive advantages and maintain long-term stable growth momentum.

In terms of R&D achievements, Litech is one of the few domestic companies that possesses complete product lines and key technologies for both power management ICs and discrete power components. The Company continues to focus on highly integrated, high-performance, and high-

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power-density power solutions as its core development direction. These products can effectively improve energy efficiency and reduce system power consumption, responding to global energy-saving, carbon reduction, and low-carbon transformation trends. Currently, the Company has launched the next-gen multi-phase controller for GPU platforms Multi-Phase Vcore PMIC GPU Application, integrated driver and power stage modules with overcurrent protection Power Stage with Overcurrent Protection, next-gen buck converters for notebook and desktop PCs Buck Converter for Notebook & Desktop PC, three-channel programmable current digital-to-analog converters 3 Channel Current Console with Programmable Current DAC, 15-channel 8-bit ADC with temperature sensor for notebook PCs 15 Channel, 8 Bit ADC Temperature Sensor for Notebook PC, first-protection IC for single-cell batteries 1st PTIC for Single Cell Battery, 2-5 series secondary protection ICs with built-in voltage regulation for lithium batteries 2-5S 2nd PTIC with Voltage Regulator, single- and dual-channel GaN driver ICs Single / Dual Channel GaN Driver IC, new-gen 30V high-performance MOSFETs New Generation 30V High Performance MOSFET, and 60V/100V industrial-grade ultra-low Ron low-voltage high-performance MOSFETs 60V / 100V Industrial Grade Ultra-low Ron LV High Performance MOSFET. In the future, the Company will continue to advance next-gen products and technology layouts according to market demand to strengthen its mid-to long-term growth foundation.

Looking ahead, uPI, as a company focused on power management IC design, is fully aware of its important role in promoting sustainable development, serving not only as a driver of technological innovation but also as an active participant and practitioner of sustainability. With the continuous growth in demand for high-performance power management ICs from emerging application markets, and the global emphasis on green energy and environmental technologies, power management technology is steadily evolving toward low energy consumption and high efficiency. uPI has always upheld the corporate mission of "providing complete high-density power solutions for today and the future to meet the needs of top global users," and through technological innovation, sustainable governance, and sound management, maintains long-term competitive advantages in a rapidly changing technological environment.

Finally, we sincerely thank all shareholders for their long-term support and trust. Facing a future full of challenges and opportunities, uPI will uphold the core values of "people-oriented, pragmatic, pursuit of excellence, and sustainable management," continuously creating shared value for customers, suppliers, shareholders, employees, and all stakeholders, and jointly advancing toward a win-win future of stable growth and sustainable development.

Chairman: S.Y. Hsu President: Daniel Huang Chief Accountant: Sophia Chen

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[Attachment 2]

uPI Semiconductor Corp.

Audit Committee’s Review Report of 2025

The Board of Directors has prepared uPI Semiconductor Corp. (“the Company”) 2025 Business Report, financial statements (including parent company only financial statements and consolidated financial statements), and proposal for earnings distribution. The CPA Firm of PricewaterhouseCoopers, Taiwan, was retained to audit the Company’s financial statements and has issued an audit report relating to financial statements. The above-mentioned items have been examined and determined to be correct and accurate by the Audit Committee. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby submit this report.

Sincerely

uPI Semiconductor Corp. 2026 General Shareholders’ Meeting

Chairman of Audit Committee : Ms. Wan-Wan Lin

February 26, 2026

uPI SEMI | uPI Semiconductor Corp. Power Solutions for TODAY and TOMORROW www.upi-semi.com [Attachment 3]

uPI Semiconductor Corp.

Remuneration paid to directors and independent directors

Unit: NT$ thousand; %

Title	Name	Directors' remuneration	Ratio of the total amount of A, B, C and D vs. net profit after tax	Remuneration from concurrently serving as employee	Ratio of the total amount of A, B, C, D, E, F and G vs. net profit at	Remuneration received from investee companies outside of subsidiaries, or from the parent company
Remuneration (A)	Retirement pension (B)	Remuneration for directors (C)	Business execution expenses (D)	Salaries, bonuses, special expenditures, etc. (E)	Retirement pension (F)	Remuneration for employees (G)
The Company	All companies in the financial statements	The Company	All companies in the financial statements	The Company	All companies in the financial statements	The Company
Amount in cash	Amount in shares	Amount in cash	Amount in shares	Amount in cash
Chairman	ASUSTeK Computer Inc. institutional representative: S.Y. Hsu	-	-	-	-	-
Deputy Chairman	Tie-Min Chen	-	-	-	-	559
Director	ASUSTeK Computer Inc.	-	-	-	-	1,675
Director	ASUSTeK Computer Inc. institutional representative: Albert Chang	-	-	-	-	-
Director	ASUSTeK Computer Inc. institutional representative: Nick Wu	-	-	-	-	-

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| Director | YAGEO Corp. | - | - | - | - | 1,117 | 1,117 | 33 | 33 | 1,150 0.16% | 1,150 0.16% | - | - | - | - | - | - | - | 1,150 0.16% | 1,150 0.16% | - | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Director | YAGEO Corp. institutional representative: Daniel Huang | - | - | - | - | - | - | - | - | - | - | 10,182 | 10,182 | 108 | 108 | 4,327 | - | 4,327 | - | 14,617 2.11% | 14,617 2.11% | | Director | YAGEO Corp. institutional representative: Eddie Chen | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | | Independent Director | Wan-Wan Lin | 600 | 600 | - | - | 558 | 558 | 33 | 33 | 1,191 0.17% | 1,191 0.17% | - | - | - | - | - | - | - | 1,191 0.17% | 1,191 0.17% | - | | Independent Director | Ta-Sheng Chiu | 600 | 600 | - | - | 558 | 558 | 33 | 33 | 1,191 0.17% | 1,191 0.17% | - | - | - | - | - | - | - | 1,191 0.17% | 1,191 0.17% | - | | Independent Director | Shiou-Lian Lin | 600 | 600 | - | - | 558 | 558 | 33 | 33 | 1,191 0.17% | 1,191 0.17% | - | - | - | - | - | - | - | 1,191 0.17% | 1,191 0.17% | - |

Please state the policies, systems, standards, and structure of independent directors’ remuneration; and according to the responsibilities, risks, time invested, and other factors, describe the relevance to the remuneration amount: for remuneration received by the Company’s directors and independent directors, this is handled by the Company’s Articles of Incorporation and other regulations. Article 19 of the Company’s Articles of Incorporation stipulates that if the Company makes a profit in the year, no more than 3% can be allocated to director compensation. All independent directors of the Company serve as members of the Audit Committee and the Remuneration Committee and receive fixed remuneration.
Other than the content revealed in the table above, remuneration received by directors of the Company for their services in the most recent year (such as serving as an external consultant to the parent company, to any company listed in the financial statements, or to a reinvested company): None.

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[Attachment 4]

uPI Semiconductor Corp.

Comparison Table of Sustainable Development Best Practice Principles

Original	Amendment	Reason for Amendment
Article 14
The Company should consider the ecological impacts of its operational activities, promote and advocate the concept of sustainable consumption, and, based on the following principles, conduct R&D, procurement, production, operations, and services to minimize the impact of its operations on the natural environment and human resources:
I. Reduce resource and energy consumption in products and services.
II. Reduce the emissions of pollutants, toxic substances, and waste, and properly manage waste disposal.
III. Enhance the recyclability and reuse of raw materials or products.
IV. Maximize the sustainable use of renewable resources.
V. Extend the durability of products.
VI. Improve the efficiency of products and services.	Article 14
The Company should consider the ecological impacts of its operational activities, promote and advocate the concept of sustainable consumption, and, based on the following principles, conduct R&D, procurement, production, operations, and services to minimize the impact of its operations on the natural environment and human resources:
I. Reduce resource and energy consumption in products and services.
II. Reduce the emissions of pollutants, toxic substances, and waste, and properly manage waste disposal.
III. Enhance the recyclability and reuse of raw materials or products.
IV. Maximize the sustainable use of renewable resources.
V. Extend the durability of products.
VI. Improve the efficiency of products and services.
VII. Enhance the conservation of marine and terrestrial biodiversity and ecosystems, and promote the sustainable use of resources with fair and equitable benefits.	According to the Taiwan Stock Exchange Corporation’s letter No. 1140016118 dated September 2, 2025, Article 15 of the "Sustainable Development Best Practice Principles for Listed Companies" has been amended: with reference to the initiatives of the UN Convention on Biological Diversity and in consideration of relevant laws on marine and nature conservation, the text of this article and Subparagraph 7 have been revised.

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Original	Amendment	Reason for Amendment
Article 18
The Company should create a favorable environment for employees’ career development and establish effective training programs for career and competency development.

The Company should establish industry-academia collaboration programs to cultivate talent for the industry.

The Company should establish and implement reasonable employee welfare measures, including compensation, leave, and other benefits, and appropriately reflect business performance or results in employee remuneration to ensure the recruitment, retention, and motivation of human resources, thereby achieving sustainable management goals. | According to the Taiwan Stock Exchange Corporation’s letter No. 1140016118 dated September 2, 2025, Article 21 of the "Sustainable Development Best Practice Principles for Listed Companies" has been amended: to promote industry-academia integration and student career development, and to encourage cooperation between enterprises and schools for talent cultivation with mutually beneficial outcomes, Paragraph 2 has been added. |

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uPI Semiconductor Corp.

Sustainable Development Best Practice Principles (After Amendment)

Article 1 In order to fulfill corporate social responsibility and promote balanced development of the economy, environment, and society to achieve sustainable development, the Company has established these Principles based on the "Sustainable Development Best Practice Principles for Listed Companies" formulated by the Taiwan Stock Exchange Corporation and the Taiwan Stock Exchange Center, as a guideline for compliance.

Article 2 While engaging in commercial business activities, the Company will actively pursue sustainable development to meet public expectations and international trends, and through corporate citizenship, enhance national economic contributions, improve the quality of life for employees, society, and communities, and promote competitiveness based on sustainable development.

Article 3 In fulfilling sustainable development, the Company will incorporate issues of concern to stakeholders and safeguard their rights. While pursuing sustainable operations and profitability, it emphasizes a balance among environmental, social, and corporate governance aspects, integrating the Company's management policies with daily business activities to jointly achieve the goal of sustainable management.

The Company should, based on the principle of materiality, conduct risk assessments on environmental, social, and corporate governance issues related to its operations, and establish corresponding risk management policies or strategies.

Article 4 The Company conducts its sustainable development practices in accordance with the following principles:

I. Implement sound corporate governance. II. Promote a sustainable environment. III. Safeguard social welfare. IV. Strengthen disclosure of corporate sustainability information.

Article 5 The Company, taking into account the development trends of domestic and international sustainability issues, their relevance to the Company's core business, and the impact on stakeholders of the Company and the Group's overall operations, establishes sustainability policies, systems, or related management guidelines, as well as specific implementation plans.

Article 6 The Company strictly complies with the "Corporate Governance Best Practice Principles for Listed Companies," the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies," and the "Code of Ethical Conduct for TWSE/TPEx Listed Companies" as reference models, establishing an effective corporate governance framework and related ethical standards to strengthen corporate governance.

Article 7 When fulfilling sustainable development, the Company should include the following

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matters:

I. Describe the Company’s mission and vision for sustainable development, and establish sustainability policies and related management guidelines. II. Integrate sustainable development into the Company’s operational activities and strategic development, and formulate specific implementation goals for sustainability. III. Ensure the timeliness and accuracy of the Company’s sustainability information disclosure.

For economic, environmental, and social issues, the Company’s Sustainable Development Committee should regularly monitor and propose proactive measures, clearly establish operational procedures and responsible personnel, and track the progress of actions on a regular basis.

Article 8 The Company regularly conducts sustainability training, aiming to effectively convey the concept of sustainable management to employees and encourage them to jointly comply with and promote it.

Article 9 The Company respects the rights and interests of stakeholders, identifies its stakeholders, and, through appropriate communication channels, understands their reasonable expectations and needs, and properly responds to the material sustainability issues of concern to them.

Article 10 To strengthen the management of sustainable development, the Company has established a dedicated unit responsible for proposing and implementing sustainability policies, systems or related guidelines, and specific implementation plans.

The Company establishes reasonable remuneration policies to ensure that compensation planning aligns with organizational strategic objectives and the interests of stakeholders.

The employee performance evaluation system should be integrated with sustainability policies, and clear and effective reward and disciplinary mechanisms should be established.

Article 11 The Company complies with environmental laws and relevant international standards, is committed to protecting the natural environment, and, in its daily operations and internal organizational management, should establish environmental sustainability goals and monitor them regularly.

Article 12 The Company establishes an appropriate environmental management system based on industry characteristics, which should include the following items:

I. Collect and assess sufficient and timely information on the impact of operational activities on the natural environment. II. Establish measurable environmental sustainability goals and regularly review their progress to ensure their continuity and relevance. III. Formulate specific plans or action programs as implementation measures, and regularly review their operational effectiveness.

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Article 13 The Company should establish and strengthen relevant environmental protection facilities to prevent pollution of water, air, and land, and make every effort to minimize adverse impacts on human health and the environment by adopting the best available pollution prevention and control technologies.

Article 14 The Company should consider the ecological impacts of its operational activities, promote and advocate the concept of sustainable consumption, and, based on the following principles, conduct R&D, procurement, production, operations, and services to minimize the impact of its operations on the natural environment and human resources:

I. Reduce resource and energy consumption in products and services. II. Reduce the emissions of pollutants, toxic substances, and waste, and properly manage waste disposal. III. Enhance the recyclability and reuse of raw materials or products. IV. Maximize the sustainable use of renewable resources. V. Extend the durability of products. VI. Improve the efficiency of products and services. VII. Enhance the conservation of marine and terrestrial biodiversity and ecosystems, and promote the sustainable use of resources with fair and equitable benefits.

Article 15 The Company complies with relevant labor laws to protect employees' legal rights, respects internationally recognized fundamental labor rights principles, and shall not engage in any practices that undermine basic labor rights.

For matters that may jeopardize labor rights, the Company provides an effective and appropriate grievance mechanism to ensure that the complaint process is fair and transparent.

The grievance channels are clear, convenient, and accessible, and employee complaints are properly addressed.

Article 16 The Company complies with relevant domestic and international laws and human rights conventions, including those on gender equality, workplace equality, and the prevention of discrimination.

To protect employees' human rights, the Company has established the following related management policies:

I. Issue the Company's corporate human rights policy or statement. II. Assess the impact of the Company's operational activities and internal management on human rights, and establish corresponding response principles and procedures. III. Regularly review the effectiveness of the implementation of the corporate human rights policy. IV. In the event of any human rights violations, disclose the procedures for addressing the issue with the relevant stakeholders.

The Company strictly adheres to international labor and human rights conventions,

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including freedom of association, collective bargaining rights, care for vulnerable groups, prohibition of child labor, elimination of all forms of forced labor, and elimination of employment and hiring discrimination. It ensures that its human resources policies do not discriminate based on gender, race, socioeconomic status, age, marital status, or religious beliefs, thereby promoting equality and fairness in employment, hiring conditions, compensation, benefits, training, performance evaluation, and promotion opportunities.

For matters that may jeopardize labor rights, the Company should provide an effective and appropriate grievance mechanism to ensure that the complaint process is fair and transparent.

Grievance channels should be clear and accessible, and employee complaints should be properly addressed.

Article 17 The Company will provide employees with a safe and healthy working environment, regularly conduct health and safety training, including providing necessary health and first-aid measures, and strive to reduce hazards to employee safety and health to prevent occupational injuries in daily work.

Article 18 The Company should create a favorable environment for employees’ career development and establish effective training programs for career and competency development.

The Company should establish industry-academia collaboration programs to cultivate talent for the industry.

Article 19 The Company establishes regular communication channels for employees, using performance evaluations, departmental meetings, employee surveys, and other methods to provide employees with opportunities to participate in business operations and decision-making, ensuring they have full access to company information and the right to express their opinions.

The Company will reasonably communicate with employees and relevant stakeholders regarding matters that may cause significant operational changes.

Article 20 The Company takes responsibility for its products and services and emphasizes marketing ethics. For R&D, procurement, production, operations, and service processes, the Company ensures the transparency and safety of product and service information, establishes and discloses consumer rights policies, and implements them in operational activities to prevent products or services from harming consumer rights, health, or safety.

Article 20-1 The Company should treat its customers or consumers fairly and reasonably, in accordance with principles including fair and honest contracting, attention to duties of

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care and loyalty, truthful advertising and solicitation, suitability of products or services, disclosure and notification, equitable compensation and performance, grievance protection, and professionalism of business personnel, and establish corresponding implementation strategies and specific measures.

Article 21 The Company provides high-quality products and services in accordance with government regulations and relevant industry standards. With regard to customer health and safety, client privacy, marketing, and labeling of products and services, the Company shall comply with relevant laws and international standards, and shall not engage in misleading, deceptive, or any other practices that could undermine trust and relationships with consumers.

Article 22 The Company should assess and manage various risks that may cause operational disruptions, in order to minimize their impact on consumers and society.

The Company provides transparent and effective consumer complaint procedures for its products and services, handles consumer complaints fairly and promptly, and complies with relevant laws such as the Personal Data Protection Act to respect consumer privacy and protect personal data provided by consumers.

Article 23 The Company has established standard procurement procedures and will assess the environmental and social impacts of these processes to minimize potential negative effects from procurement activities, and collaborates with suppliers to jointly implement corporate social responsibility.

The Company should establish supplier management policies, requiring suppliers to comply with relevant regulations on environmental protection, occupational health and safety, and labor rights. Before engaging in business, the Company should assess whether suppliers have records of impacting the environment or society, and avoid transactions with those that conflict with the Company’s corporate social responsibility policies.

When signing contracts with key suppliers, the Company should ensure that the contract content includes both parties’ sustainability principles and discloses whether the supplier has any significant violations of the principles. If the supply source causes significant environmental or community impacts, it should be reported to the Company immediately, which may decide to suspend or terminate the supplier contract depending on the severity of the situation.

Article 24 The Company fully discloses sustainability information in accordance with the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" and relevant regulations to ensure information transparency.

Article 25 The Company prepares sustainability reports using internationally recognized standards or guidelines to disclose its sustainability practices, which may include the following:

I. Implementation of sustainability policies, systems, or related management guidelines and specific action plans.

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II. Key stakeholders and the issues of concern to them.

III. The Company’s performance and review in implementing corporate governance, promoting a sustainable environment, safeguarding social welfare, and fostering economic development.

IV. Future improvement directions and objectives.

Article 26 The Company’s "Sustainable Development Best Practice Principles" are approved by the Board of Directors and submitted to the shareholders’ meeting, and the same procedure applies to any amendments.

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[Attachment 5]

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

PWCR25002675

To the Board of Directors and Shareholders of uPI Semiconductor Corp.

Opinion

We have audited the accompanying consolidated balance sheets of uPI Semiconductor Corporation and subsidiaries (the "Group") as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditor's 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 Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Group's 2025 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Group's 2025 consolidated financial statements are stated as follows:

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Evaluation of inventories

Description

Refer to Note 4(12) of the consolidated financial statements for inventory valuation policies, Note 5(2) for uncertainty of accounting estimates and assumptions of inventory valuation and Note 6(5) for the details of inventories.

The Group is primarily engaged in design, researching, developing, and selling of various integrated circuits. Due to the rapid technological innovations and competition within the industry, frequent releases of new products result in potential price fluctuations and product marginalization in the market. Additionally, it also affects the estimation of net realizable values of inventories.

In response to changing markets and its development strategies, the Group adjusts its inventory levels. As a result, the related inventory levels for the product line mentioned above are significant. Management evaluates inventories stated at the lower of cost and net realizable value. Since the evaluation of inventories is subject to management's judgment and the accounting estimations will have significant influence on the inventory values, the evaluation of inventories has been identified as one of the key audit matters.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

Assessed the policy on allowance for inventory valuation loss, based on our understanding of the operations and industry of the Group.
Tested the basis of market value used in calculating the net realizable value of inventory and validated the accuracy of net realizable value calculation of selected samples.
Inspected the obsolete inventory details individually identified by management and checked the related supporting documents and accounting records.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion with other matter section on the parent company only financial statements of uPI Semiconductor Corp. as of and for the years ended December 31, 2025 and 2024.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, 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.

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

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

Auditors’ responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the 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 judgement and maintain professional skepticism throughout the audit. We also:

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

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Obtain sufficient 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 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 auditors' report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Tasi, Hsin-Yi Pai, Shu-Chien For and on behalf of PricewaterhouseCoopers, Taiwan February 26, 2026

The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

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UPI SEMICONDUCTOR CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 AND 2024 (Expressed in thousands of New Taiwan dollars)

	Assets	Notes	December 31, 2025		December 31, 2024
			Amount	%	Amount	%
Current assets
1100	Cash and cash equivalents	6(1)	$ 1,434,870	9	$ 1,346,612	8
1136	Financial assets at amortized cost – current	6(3)	11,750,000	70	10,900,000	68
1170	Accounts receivable, net	6(4) and 7	402,474	2	424,239	3
1200	Other receivables		81,091	-	70,385	1
130X	Inventories, net	6(5)	806,520	5	634,551	4
1410	Prepayments	6(6)	117,834	1	60,992	-
11XX	Total current assets		14,592,789	87	13,436,779	84
Non-current assets
1517	Financial assets at fair value through other comprehensive income – non-current	6(2)	78,834	-	30,298	-
1535	Financial assets at amortized cost – non-current	6(3) and 8	937,312	6	978,324	6
1600	Property, plant and equipment	6(7)	420,742	3	436,650	3
1755	Right-of-use assets	6(8)	13,166	-	10,780	-
1780	Intangible assets		30,815	-	40,188	-
1840	Deferred income tax assets	6(25)	53,425	-	85,646	-
1900	Other non-current assets	6(9)	702,669	4	1,049,261	7
15XX	Total non-current assets		2,236,963	13	2,631,147	16
1XXX	Total assets		$ 16,829,752	100	$ 16,067,926	100

(Continued)

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UPI SEMICONDUCTOR CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2025 AND 2024 (Expressed in thousands of New Taiwan dollars)

	Liabilities and Equity	Notes	December 31, 2025		December 31, 2024
			Amount	%	Amount	%
Current liabilities
2130	Contract liabilities – current	6(19)	$ 13,579	-	$ 13,791	-
2150	Notes payable		1,935	-	1,935	-
2170	Accounts payable		606,314	4	420,670	3
2200	Other payables	6(11)	307,462	2	202,734	1
2220	Other payables – related parties	6(11) and 7	987	-	76,887	1
2230	Current income tax liabilities	6(25)	57,556	-	1,699	-
2250	Provisions liabilities – current	6(15)	3,527	-	7,757	-
2280	Lease liabilities – current		6,737	-	11,660	-
2365	Refund liabilities – current		36,050	-	34,260	-
2399	Other current liabilities – other		7,086	-	3,630	-
21XX	Total current liabilities		1,041,233	6	775,023	5
Non-current liabilities
2500	Provisions liabilities – non-current	6(10)	30,600	-	33,320	-
2530	Bonds payable	6(12) and 7	1,568,911	9	1,546,610	10
2550	Provisions liabilities – non-current	6(15)	77,897	1	139,049	1
2570	Deferred income tax liabilities	6(25)	9,079	-	35,956	-
2580	Lease liabilities – non-current		6,688	-	-	-
2600	Other non-current liabilities		2,878	-	3,039	-
25XX	Total non-current liabilities		1,696,053	10	1,757,974	11
2XXX	Total liabilities		2,737,286	16	2,532,997	16
Equity
Equity attributable to shareholders of the parent company
	Share capital	6(16)
3110	Share capital from common shares		1,054,680	6	1,046,968	6
	Capital surplus	6(17)
3200	Capital surplus		10,524,997	63	10,507,644	65
	Retained earnings	6(18)
3310	Legal reserve		365,636	2	342,637	2
3320	Special reserve		63,790	-	8,587	-
3350	Unappropriated retained earnings		2,128,406	13	1,692,883	11
	Other equity interest	6(29)
3400	Other equity interest		( 45,043)	-	( 63,790)	-
31XX	Total equity attributable to shareholders of the parent company		14,092,466	84	13,534,929	84
3XXX	Total equity		14,092,466	84	13,534,929	84
	Significant contingent liabilities and unrecognized contractual commitments	9
	Subsequent material events	11
3X2X	Total liabilities and equity		$ 16,829,752	100	$ 16,067,926	100

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

Chairman: S.Y. Hsu President: Daniel Huang Chief Accountant: Sophia Chen

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UPI SEMICONDUCTOR CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except earnings per share)

	Items	Notes	Year ended December 31
			2025		2024
			Amount	%	Amount	%
4000	Operating revenue	6(19) and 7	$ 4,581,285	100	$ 3,697,963	100
5000	Operating costs	6(5)	( 2,985,662)	( 65)	( 2,578,545)	( 70)
5900	Gross profit		1,595,623	35	1,119,418	30
	Operating expenses	6(23) (24)
6100	Selling expenses		( 158,683)	( 4)	( 253,000)	( 7)
6200	General and administrative expenses		( 203,240)	( 5)	( 208,727)	( 6)
6300	Research and development expenses		( 565,897)	( 12)	( 523,267)	( 14)
6000	Total operating expenses		( 927,820)	( 21)	( 984,994)	( 27)
6900	Operating profit		667,803	14	134,424	3
	Non-operating income and expenses
7100	Interest income	6(20)	266,128	6	190,051	5
7020	Other gains and losses	6(21)	( 62,539)	( 1)	( 26,020)	( 1)
7050	Finance costs	6(22) and 7	( 37,918)	( 1)	( 21,590)	-
7000	Total non-operating income and expenses		165,671	4	142,441	4
7900	Profit before income tax		833,474	18	276,865	7
7950	Income tax expense	6(25)	( 140,787)	( 3)	( 46,872)	( 1)
8200	Profit for the year		$ 692,687	15	$ 229,993	6
	Other comprehensive income
	Items that will not be reclassified to profit or loss
8316	Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income	6(2) (29)
	Items that will be reclassified to profit or loss		$ 17,743	1	($ 65,664)	( 2)
8361	Financial statements translation difference of foreign operations	6(29)
8300	Other comprehensive income (loss), net		1,004	-	10,461	1
8500	Total comprehensive income (loss) for the year		$ 18,747	1	($ 55,203)	( 1)
	Profit attributable to:
8610	Shareholders of the parent company		$ 711,434	16	$ 174,790	5
	Comprehensive income attributable to:
8710	Shareholders of the parent company		$ 711,434	16	$ 174,790	5
	Earnings per share (in dollars)	6(26)
9750	Basic earnings per share		$	6.58	$	2.42
9850	Diluted earnings per share		$	6.40	$	2.37

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

Chairman: S.Y. Hsu President: Daniel Huang Chief Accountant: Sophia Chen

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UPI SEMICONDUCTOR CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (Expressed in thousands of New Taiwan dollars)

	Notes	Share capital from common shares	Capital surplus	Retained earnings			Other equity interest		Total equity
				Retained earnings			Financial statements translation differences of foreign operations	Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income
				Legal reserve	Special reserve	Unappropriated retained earnings
2024
Balance at January 1, 2024		$ 812,417	$ 5,493,057	$ 337,577	$ -	$ 1,517,930	($ 2,549)	($ 6,038)	$ 8,152,394
Profit for the period		-	-	-	-	229,993	-	-	229,993
Other comprehensive income (loss)	6(29)	-	-	-	-	-	10,461	( 65,664)	( 55,203)
Total comprehensive income (loss)		-	-	-	-	229,993	10,461	( 65,664)	174,790
Distribution of 2023 earnings	6(18)
Legal reserve		-	-	5,060	-	( 5,060)	-	-	-
Special reserve		-	-	-	8,587	( 8,587)	-	-	-
Cash dividends		-	-	-	-	( 41,393)	-	-	( 41,393)
Cash from capital surplus	6(17)	-	( 165,575)	-	-	-	-	-	( 165,575)
Employees' compensation transferred to common shares		24,551	50,770	-	-	-	-	-	75,321
Share-based payment arrangements	6(14) (17)	-	17,142	-	-	-	-	-	17,142
Recognition of subsidiary share-based payment arrangements	6(17)	-	3,291	-	-	-	-	-	3,291
Issuance of common stock for cash	6(16) (17)	210,000	4,969,867	-	-	-	-	-	5,179,867
Equity components recognized due to the issuance of convertible bonds	6(17)	-	139,092	-	-	-	-	-	139,092
Balance at December 31, 2024		$ 1,046,968	$ 10,507,644	$ 342,637	$ 8,587	$ 1,692,883	$ 7,912	($ 71,702)	$ 13,534,929
2025
Balance at January 1, 2025		$ 1,046,968	$ 10,507,644	$ 342,637	$ 8,587	$ 1,692,883	$ 7,912	($ 71,702)	$ 13,534,929
Profit for the period		-	-	-	-	692,687	-	-	692,687
Other comprehensive income (loss)	6(29)	-	-	-	-	-	1,004	17,743	18,747
Total comprehensive income (loss)		-	-	-	-	692,687	1,004	17,743	711,434
Distribution of 2024 earnings	6(18)
Legal reserve		-	-	22,999	-	( 22,999 )	-	-	-
Special reserve		-	-	-	55,203	( 55,203 )	-	-	-
Cash dividends		-	-	-	-	( 178,962 )	-	-	( 178,962)
Employees' compensation transferred to common shares		7,712	15,742	-	-	-	-	-	23,454
Share-based payment arrangements	6(14) (17)	-	210	-	-	-	-	-	210
Recognition of subsidiary share-based payment arrangements	6(17)	-	1,401	-	-	-	-	-	1,401
Balance at December 31, 2025		$ 1,054,680	$ 10,524,997	$ 365,636	$ 63,790	$ 2,128,406	$ 8,916	($ 53,959)	$ 14,092,466

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

Chairman: S.Y. Hsu President: Daniel Huang Chief Accountant: Sophia Chen

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UPI SEMICONDUCTOR CORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (Expressed in thousands of New Taiwan dollars)

	Notes	Year ended December 31
		2025	2024
Cash flows from operating activities
Profit before tax		$ 833,474	$ 276,865
Adjustments
Adjustments to reconcile profit (loss)
Net (gain) loss on financial liabilities at fair value through profit or loss	6(21)
Depreciation expense	6(7) (8) (23)	66,598	63,215
Amortization expense	6(23)	46,253	49,351
Interest expense	6(22)	37,918	21,590
Interest income	6(20)	( 266,128 )	( 190,051 )
Share-based compensation	6(14) (24)	1,611	20,433
(Reversal gains) losses from onerous contracts	6(21)	( 55,646 )	145,508
Changes in operating assets/liabilities
Changes in net operating assets
Financial assets at fair value through profit or loss		3,101
Accounts receivable		21,765	36,616
Other receivables		3,151	( 2,944 )
Inventories		( 171,969 )	635,467
Prepayments		88,580	62,302
Changes in net operating liabilities
Contract liabilities – current		( 212 )	12,072
Accounts payable		185,644	73,421
Other payables (including related parties)		30,253	34,759
Refund liabilities		1,790	( 8,421 )
Provisions liabilities		( 9,736 )	-
Other current liabilities		3,457	( 2,048 )
Net defined benefit liability		( 161 )	( 393 )
Cash inflow generated from operations		813,922	1,236,072
Interest received		253,205	170,263
Interest paid	6(28)	( 15,617 )	( 8,250 )
Payment of income tax		( 79,586 )	( 123,014 )
Net cash flows provided by operating activities		971,924	1,275,071
Cash flows from investing activities
Acquisition of financial assets at amortized cost		( 20,956,917 )	( 14,069,686 )
Proceeds from disposal of financial assets at amortized cost		20,146,994	6,318,588
Acquisition of financial assets at fair value through other comprehensive income		( 30,793 )	-
Acquisition of property, plant and equipment	6(27)	( 40,898 )	( 42,218 )
Acquisition of intangible assets		( 38,011 )	( 43,247 )
Decrease (increase) in refundable deposits		200,951	( 52,887 )
Decrease in other non-current assets		219	456
Decrease in prepaid equipment		-	2,532
Net cash flows used in investing activities		( 718,455 )	( 7,886,462 )
Cash flows from financing activities
Repayment of principal portion of lease liabilities	6(28)	( 12,300 )	( 13,506 )
Issuance of corporate bonds (net of issuance costs)	6(28)	6(30) -	1,698,339
Cash dividends	6(17) (18)	( 178,962 )	( 206,968 )
Proceeds from exercise of employee share options		23,454	75,321
Proceeds from issuance of common stock	6(16)	-	5,179,867
Net cash flows (used in) provided by financing activities		( 167,808 )	6,733,053
Effects due to changes in exchange rate		2,597	10,087
Net increase in cash and cash equivalents		88,258	131,749
Cash and cash equivalents at beginning of year		1,346,612	1,214,863
Cash and cash equivalents at end of year	6(1)	$ 1,434,870	$ 1,346,612

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

Chairman: S.Y. Hsu President: Daniel Huang Chief Accountant: Sophia Chen

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INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

PWCR25002676

To the Board of Directors and Shareholders of uPI Semiconductor Corp.

Opinion

We have audited the accompanying parent company only balance sheets of uPI Semiconductor Corp. (the "Company") as of December 31, 2025 and 2024, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and its financial 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 Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the parent company only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Company's 2025 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Company's 2025 parent company only financial statements are stated as follows:

Evaluation of inventories

Description

Refer to Note 4(11) of the parent company only financial statements for inventory valuation policies, Note 5(2) for uncertainty of accounting estimates and assumptions of inventory valuation and Note 6(5) for the details of inventories.

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The Company is primarily engaged in design, researching, developing, and selling of various integrated circuits. Due to the rapid technological innovations and competition within the industry, frequent releases of new products result in potential price fluctuations and product marginalization in the market. Additionally, it also affects the estimation of net realizable values of inventories.

In response to changing markets and its development strategies, the Company adjusts its inventory levels. As a result, the related inventory levels for the product line mentioned above are significant. Management evaluates inventories stated at the lower of cost and net realizable value. Since the evaluation of inventories is subject to management's judgment and the accounting estimations will have significant influence on the inventory values, the evaluation of inventories has been identified as one of the key audit matters.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

Assessed the policy on allowance for inventory valuation loss, based on our understanding of the operations and industry of the Company.
Tested the basis of market value used in calculating the net realizable value of inventory and validated the accuracy of net realizable value calculation of selected samples.
Inspected the obsolete inventory details individually identified by management and checked the related supporting documents and accounting records.

Responsibilities of management and those charged with governance for the parent company only financial statements

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

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

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

Auditors' responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an

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

As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgement and maintain 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 report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We also provide those charged with governance with a statement that we have complied with relevant

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ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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

Tasi, Hsin-Yi Pai, Shu-Chien For and on behalf of PricewaterhouseCoopers, Taiwan February 26, 2026

The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors' report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

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UPI SEMICONDUCTOR CORP. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2025 AND 2024 (Expressed in thousands of New Taiwan dollars)

	Assets	Notes	December 31, 2025		December 31, 2024
			Amount	%	Amount	%
Current assets
1100	Cash and cash equivalents	6(1)	$ 872,920	5	$ 901,130	6
1136	Financial assets at amortized cost - 6(3) current		11,750,000	70	10,900,000	68
1170	Accounts receivable, net	6(4)	398,057	2	424,044	3
1180	Accounts receivable, net - related 6(4) and 7 parties		287,319	2	137,025	1
1200	Other receivables		77,222	-	65,426	-
130X	Inventories, net	6(5)	788,113	5	596,014	4
1410	Prepayments	6(6)	114,362	1	58,807	-
11XX	Total current assets		14,287,993	85	13,082,446	82
Non-current assets
1517	Financial assets at fair value through 6(2) other comprehensive income - non-current		78,834	1	30,298	-
1535	Financial assets at amortized cost - 6(3) and 8 non-current		937,312	6	978,324	6
1550	Investments accounted for under 6(7) equity method		292,739	2	334,330	2
1600	Property, plant and equipment	6(8)	414,978	2	428,526	3
1755	Right-of-use assets	6(9)	-	-	4,341	-
1780	Intangible assets		29,536	-	37,776	-
1840	Deferred income tax assets	6(27)	53,425	-	85,646	-
1900	Other non-current assets	6(10)	699,920	4	1,046,002	7
15XX	Total non-current assets		2,506,744	15	2,945,243	18
1XXX	Total assets		$ 16,794,737	100	$ 16,027,689	100

(Continued)

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UPI SEMICONDUCTOR CORP. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2025 AND 2024 (Expressed in thousands of New Taiwan dollars)

	Liabilities and Equity	Notes	December 31, 2025		December 31, 2024
			Amount	%	Amount	%
Current liabilities
2130	Contract liabilities – current	6(20)	$ 13,501	-	$ 12,912	-
2150	Notes payable		1,935	-	1,935	-
2170	Accounts payable		600,027	4	403,989	3
2200	Other payables	6(12)	294,602	2	183,347	1
2220	Other payables – related parties	6(12) and 7	987	-	76,887	1
2230	Current income tax liabilities		57,336	-	1,279	-
2250	Provisions liabilities – current	6(16)	3,527	-	7,757	-
2280	Lease liabilities – current		-	-	4,419	-
2365	Refund liabilities – current		36,050	-	34,260	-
2399	Other current liabilities – other		5,010	-	8,287	-
21XX	Total current liabilities		1,012,975	6	735,072	5
Non-current liabilities
2500	Financial liabilities at fair value	6(11)
	through profit or loss – non-current		30,600	-	33,320	-
2530	Bonds payable	6(13)	1,568,911	9	1,546,610	10
2550	Provisions liabilities – non-current	6(16)	77,897	1	139,049	1
2570	Deferred income tax liabilities	6(27)	9,010	-	35,670	-
2600	Other non-current liabilities		2,878	-	3,039	-
25XX	Total non-current liabilities		1,689,296	10	1,757,688	11
2XXX	Total liabilities		2,702,271	16	2,492,760	16
Equity
	Share capital	6(17)
3110	Share capital from common shares		1,054,680	6	1,046,968	6
	Capital surplus	6(18)
3200	Capital surplus		10,524,997	63	10,507,644	65
	Retained earnings	6(19)
3310	Legal reserve		365,636	2	342,637	2
3320	Special reserve		63,790	-	8,587	-
3350	Unappropriated retained earnings		2,128,406	13	1,692,883	11
	Other equity interest	6(31)
3400	Other equity interest		( 45,043 )	-	( 63,790 )	-
3XXX	Total equity		14,092,466	84	13,534,929	84
	Significant contingent liabilities and unrecognized contract commitments	9
	Subsequent material events	11
3X2X	Total liabilities and equity		$ 16,794,737	100	$ 16,027,689	100

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

Chairman: S.Y. Hsu President: Daniel Huang Chief Accountant: Sophia Chen

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UPI SEMICONDUCTOR CORP.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars, except earnings per share amounts)

	Items	Notes	Year ended December 31
			2025		2024
			Amount	%	Amount	%
4000	Operating revenue	6(20) and 7	$ 4,489,376	100	$ 3,374,112	100
5000	Operating costs	6(5)	( 2,943,078)	( 66)	( 2,376,486)	( 71)
5900	Gross profit		1,546,298	34	997,626	29
5910	Unrealized (profit) loss from sales	6(7) and 7	( 5,924)	-	23,039	1
5920	Realized (loss) profit from sales	6(7) and 7	( 23,039)	-	59,550	2
5950	Net operating margin		1,517,335	34	1,080,215	32
	Operating expenses	6(25) (26)
6100	Selling expenses		( 123,595)	( 3)	( 215,181)	( 6)
6200	General and administrative expenses		( 187,003)	( 4)	( 185,438)	( 6)
6300	Research and development expenses		( 535,305)	( 12)	( 492,413)	( 15)
6000	Total operating expenses		( 845,903)	( 19)	( 893,032)	( 27)
6900	Operating profit		671,432	15	187,183	5
	Non-operating income and expenses
7100	Interest income	6(21)	260,461	6	189,556	6
7010	Other revenue	6(22)	723	-	719	-
7020	Other gains and losses	6(23)	( 56,790)	( 1)	( 20,254)	-
7050	Finance costs	6(24)	( 37,655)	( 1)	( 21,171)	( 1)
7070	Share of profit (loss) of associates and joint ventures for under equity method	6(7)	( 5,612)	-	( 59,917)	( 2)
7000	Total non-operating income and expenses		161,127	4	88,933	3
7900	Profit before income tax		832,559	19	276,116	8
7950	Income tax expense	6(27)	( 139,872)	( 3)	( 46,123)	( 1)
8200	Profit for the year		$ 692,687	16	$ 229,993	7
	Other comprehensive income
	Items that will not be reclassified to profit or loss
8316	Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income	6(2) (31)	$ 17,743	-	($ 65,664)	( 2)
	Items that will be reclassified to profit or loss
8361	Financial statements translation differences of foreign operations	6(7) (31)	1,004	-	10,461	-
8300	Other comprehensive income (loss), net		$ 18,747	-	($ 55,203)	( 2)
8500	Total comprehensive income (loss) for the year		$ 711,434	16	$ 174,790	5
	Earnings Per Share (in dollars)	6(28)
9750	Basic earnings per share		$	6.58	$	2.42
9850	Diluted earnings per share		$	6.40	$	2.37

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

Chairman: S.Y. Hsu President: Daniel Huang Chief Accountant: Sophia Chen

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UPI SEMICONDUCTOR CORP. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (Expressed in thousands of New Taiwan dollars)

	Notes	Share capital from common shares	Capital surplus	Retained earnings			Other equity interest
				Legal reserve	Special reserve	Unappropriated retained earnings	Financial statements translation differences of foreign operations	Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income	Total equity
2024
Balance at January 1, 2024		$ 812,417	$ 5,493,057	$ 337,577	$ -	$ 1,517,930	($ 2,549)	($ 6,038)	$ 8,152,394
Profit for the period		-	-	-	-	229,993	-	-	229,993
Other comprehensive income (loss)	6(31)	-	-	-	-	-	10,461	( 65,664)	( 55,203)
Total comprehensive income (loss)		-	-	-	-	229,993	10,461	( 65,664)	174,790
Distribution of 2023 earnings	6(19)
Legal reserve		-	-	5,060	-	( 5,060)	-	-	-
Special reserve		-	-	-	8,587	( 8,587)	-	-	-
Cash dividends		-	-	-	-	( 41,393)	-	-	( 41,393)
Cash from capital surplus	6(18)	-	( 165,575)	-	-	-	-	-	( 165,575)
Employees' compensation transferred to common shares	6(15) (17) (18)	24,551	50,770	-	-	-	-	-	75,321
Share-based payment arrangements	6(15) (18)	-	17,142	-	-	-	-	-	17,142
Recognition of subsidiary share-based payment arrangements	6(7) (18)	-	-	-	-	-	-	-	3,291
Issuance of common stock for cash	6(17) (18)	210,000	4,969,867	-	-	-	-	-	5,179,867
Equity components recognized due to the issuance of convertible bonds	6(18)	-	139,092	-	-	-	-	-	139,092
Balance at December 31, 2024		$ 1,046,968	$ 10,507,644	$ 342,637	$ 8,587	$ 1,692,883	$ 7,912	($ 71,702)	$ 13,534,929
2025
Balance at January 1, 2025		$ 1,046,968	$ 10,507,644	$ 342,637	$ 8,587	$ 1,692,883	$ 7,912	($ 71,702)	$ 13,534,929
Profit for the period		-	-	-	-	692,687	-	-	692,687
Other comprehensive income (loss)	6(31)	-	-	-	-	-	1,004	17,743	18,747
Total comprehensive income (loss)		-	-	-	-	692,687	1,004	17,743	711,434
Distribution of 2024 earnings	6(19)
Legal reserve		-	-	22,999	-	( 22,999 )	-	-	-
Special reserve		-	-	-	55,203	( 55,203 )	-	-	-
Cash dividends		-	-	-	-	( 178,962 )	-	-	( 178,962)
Employees' compensation transferred to common shares	6(15) (17) (18)	7,712	15,742	-	-	-	-	-	23,454
Share-based payment arrangements	6(15) (18)	-	210	-	-	-	-	-	210
Recognition of subsidiary share-based payment arrangements	6(7) (18)	-	1,401	-	-	-	-	-	1,401
Balance at December 31, 2025		$ 1,054,680	$ 10,524,997	$ 365,636	$ 63,790	$ 2,128,406	$ 8,916	($ 53,959)	$ 14,092,466

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

Chairman: S.Y. Hsu President: Daniel Huang Chief Accountant: Sophia Chen

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UPI SEMICONDUCTOR CORP. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (Expressed in thousands of New Taiwan dollars)

	Notes	Year Ended December 31
		2025	2024
Cash flows from operating activities
Profit before tax		$ 832,559	$ 276,116
Adjustments
Adjustments to reconcile profit (loss)
Net (gain) loss on financial liabilities at fair value through profit or loss	6(23)	( 5,821 )	8,330
Depreciation expense	6(8) (9) (25)	56,064	52,367
Amortization expense	6(25)	39,512	41,643
Interest expense	6(24)	37,655	21,171
Interest income	6(21)	( 260,461 )	( 189,556 )
Share-based compensation	6(15) (26)	210	17,142
Share of profit (loss) of subsidiaries recognized accounted for under equity method	6(7)	5,612	59,917
(Reversal gains) losses from onerous contracts	6(23)	( 55,646 )	145,508
Unrealized profit (loss) from sales	6(7)	5,924	( 23,039 )
Realized loss (profit) from sales	6(7)	23,039	( 59,550 )
Realized gain from the disposal of assets	6(7)	-	( 1,786 )
Changes in operating assets/liabilities
Changes in operating assets
Financial assets at fair value through profit or loss		3,101	-
Accounts receivable (including related parties)		( 124,307 )	( 103,839 )
Other receivables (including related parties)		( 445 )	130,841
Inventories		( 192,099 )	470,606
Prepayments		89,867	44,217
Changes in operating liabilities
Contract liabilities		589	11,200
Accounts payable		196,038	58,518
Other payables (including related parties)		36,358	28,581
Refund liabilities		1,790	( 8,421 )
Provisions liabilities		( 9,736 )	-
Other current liabilities		( 3,278 )	2,796
Net defined benefit liability		( 161 )	( 393 )
Cash inflow generated from operations		676,364	982,369
Interest received		250,046	169,883
Interest paid	6(30)	( 15,354 )	( 7,830 )
Payment of income tax		( 78,255 )	( 122,461 )
Net cash flows provided by operating activities		832,801	1,021,961
Cash flows from investing activities
Acquisition of financial assets at amortized cost		( 20,956,917 )	( 14,069,686 )
Proceeds from disposal of financial assets at amortized cost		20,146,994	6,318,588
Acquisition of financial assets at fair value through other comprehensive income		( 30,793 )	-
Proceeds from disposal of investments accounted for under equity method	6(7)	9,421	-
Acquisition of property, plant and equipment	6(29)	( 39,177 )	( 37,896 )
Decrease (increase) in refundable deposits		200,660	( 52,915 )
Acquisition of intangible assets		( 31,272 )	( 37,259 )
Decrease in other non-current assets		-	2,532
Net cash flows used in investing activities		( 701,084 )	( 7,876,636 )
Cash flows from financing activities
Repayment of principal portion of lease liabilities	6(30)	( 4,419 )	( 5,071 )
Issuance of corporate bonds (net of issuance costs)	6(30)	-	1,698,339
Cash dividends	6(18) (19)	( 178,962 )	( 206,968 )
Proceeds from exercise of employee share options		23,454	75,321
Proceeds from issuance of common stock	6(17)	-	5,179,867
Net cash flows (used in) provided by financing activities		( 159,927 )	6,741,488
Net decrease in cash and cash equivalents		( 28,210 )	( 113,187 )
Cash and cash equivalents at beginning of year		901,130	1,014,317
Cash and cash equivalents at end of year	6(1)	$ 872,920	$ 901,130

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

Chairman: S.Y. Hsu President: Daniel Huang Chief Accountant: Sophia Chen

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[Attachment 6]

uPI Semiconductor Corp.

Statement of Earnings Distributions

2025

Item	Amount
Unappropriated earnings at the beginning of the period	$ 1,435,718,779
Plus: Current year net income after tax	692,687,069
Less: Appropriated 10% Legal reserve	(69,268,707)
Plus: Reversal Special reserve in accordance with the law	18,746,483
Earnings available for distribution	2,077,883,624
Earnings distributions:
Shareholder dividends – Cash (NT$$4.6 per share)	485,203,349
Unappropriated earnings at the end of the period	$ 1,592,680,275

Note:

The Company’s distribution principle adopts the distribution of 2025 earnings as the priority; shortfalls will be distributed according to the first-in first-out principle according to the year in which the earnings are generated.
The dividend ratio is temporarily calculated based on the total number of outstanding shares on February 26, 2026, amounting to 105,478,989 shares. The actual distribution amount per thousand shares is calculated based on the actual number of issued and outstanding shares on the ex-dividend record date.
Cash dividends in this instance are calculated up to the nearest NT dollar and amounts of less than one NT dollar are discarded. Distributions of less than one NT dollar are to be included in the Company’s other income.

Chairman: S.Y. Hsu President: Daniel Huang Chief Accountant: Sophia Chen

uPI SEMI | uPI Semiconductor Corp. Power Solutions for TODAY and TOMORROW www.upi-semi.com [Attachment 7]

uPI Semiconductor Corp.

Comparison Table of Rules and Procedures of Shareholders Meetings

Original	Amendment	Reason for Amendment
Article 3
(omission)
The Company shall prepare electronic versions of the shareholders’ meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors other proposals and upload them to Public Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders’ meeting or before 15 days before the date of a special shareholders’ meeting. Furthermore, the Company shall prepare electronic versions of the shareholders’ meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the General Meeting of Shareholders or before 15 days before the date of the special shareholders’ meeting. The time and method of the announcement, the main matters that should be recorded in the proceedings manual and other matters that should be complied with shall be handled in accordance with the "Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies". Before 15 days before the date of the shareholders’ meeting, the Company shall also have prepared the	Article 3
(omission)
The Company shall prepare electronic versions of the shareholders’ meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors other proposals, or shareholders’ meeting agenda and supplemental meeting material and upload them to Public Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders’ meeting or before 15 days before the date of a special shareholders’ meeting. Furthermore, the Company shall prepare electronic versions of the shareholders’ meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the General Meeting of Shareholders or before 15 days before the date of the special shareholders’ meeting. The time and method of the announcement, the main matters that should be recorded in the proceedings manual and other matters that should be complied with shall be handled in accordance with the "Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies". Before 15 days before the	Amended in accordance with the reference template for rules of procedure for shareholders’ meetings and practical operational needs.

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shareholders’ meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and its professional shareholder services agent. (omission)	date of the shareholders’ meeting, the Company shall also have prepared the shareholders’ meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and its professional shareholder services agent. (omission)
Article 13 (omission) The examiners and counting staff of votes on motions shall be appointed by the presiding chair, but the examiners should have shareholder status. (omission)	Article 13 (omission) The examiners and counting staff of votes on motions shall be appointed by the presiding chair, but the examiners should have shareholder status.
Where the shareholders' meeting agenda includes a director election in which the number of candidates exceeds the number of seats to be filled, a director removal proposal, or matters governed by Article 185 or Article 316 of the Company Act, or Articles 18, 27, 29, or 35 of the Business Mergers and Acquisitions Act, the chairperson shall designate an attorney, certified public accountant, or notary public to serve as vote supervisor.
Any person designated by the chairperson pursuant to the preceding paragraph shall not be responsible for administering voting procedures, and shall not be a director, manager, or employee of the Company or any affiliated enterprise.
The vote supervisor shall oversee the voting and vote-counting process and shall sign the election results tally sheet.
Where a vote supervisor is designated pursuant to Paragraph 8, the minutes of the shareholders' meeting shall record the vote supervisors' name and title. (omission)	Amended in accordance with the reference template for rules of procedure for shareholders’ meetings and practical operational needs.

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[Attachment 8]

uPI Semiconductor Corp.

Comparison Table of Procedures for Acquisition and Disposal of Assets

Original	Amendment	Reason for Amendment
Article 12
Procedures for the Acquisition and Disposal of Derivative Instruments
I. Trading Principles and Policies
(I) Types of Transactions
(omission)
(V) Aggregate Contract mount

The aggregate outstanding ontract amount for hedging transactions shall be limited to the exposure positions arising from the Company's business operations.
The aggregate outstanding ontract amount for specific- purpose transactions shall not exceed 10% of the Company's operating revenue for the most recent quarter. (omission) | Article 12 Procedures for the Acquisition and Disposal of Derivative Instruments I. Trading Principles and Policies (I) Types of Transactions (omission) (V) Aggregate Contract mount
The aggregate outstanding ontract amount for hedging transactions shall be limited to the exposure positions arising from the Company's business operations.
The aggregate outstanding ontract amount for specific- purpose transactions shall not exceed 10% of the Company's operating revenue for the most recent quarter net worth. (omission) | Article 12, concerning the limits on the total amount of derivative contracts to be acquired or disposed of, has been amended in line with the Company’s operational needs. |

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[Appendix 1]

uPI Semiconductor Corp.

Articles of Incorporation

Chapter I: General Provisions

Article 1. The Company is organized in accordance with the Company Act under the name 力智電子股份有限公司, and its English name is uPI Semiconductor Corp.

Article 2: The businesses scope of the Company are as follows:

CC01080 Electronics Components Manufacturing.
CC01110 Computers and Peripheral Equipment Manufacturing.
CC01120 Data Storage Media Manufacturing and Duplicating.
F119010 Wholesale of Electronic Materials.
F219010 Retail Sale of Electronic Materials.
F113050 Wholesale of Computers and Clerical Machinery Equipment.
F213030 Retail Sale of Computers and Clerical Machinery Equipment.
F118010 Wholesale of Computer Software.
F218010 Retail Sale of Computer Software.
F113070 Wholesale of Telecommunication Apparatus.
F213060 Retail Sale of Telecommunication Apparatus.
I301010 Information Software Services.
I301030 Digital Information Supply Services.
F401010 International Trade.
F601010 Intellectual Property.
I501010 Product Designing.
ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3: The Company has its head office in Hsinchu County. When necessary, branches can be established domestically and abroad by a resolution of the Board of Directors.

Article 4: Any public announcement of the Company shall be made in accordance with Article 28 of the Company Act.

Article 5: The total amount of the Company's reinvestments in other companies is not restricted by Article 13 of the Company Act.

Article 5-1: Due to the necessity of the business operation, the Company may give guarantees to others..

Chapter II: Shares

Article 6: The total capital of the Company is set at NT$1.5 billion divided into 150 million shares with par value of ten New Taiwan dollars per share, and the Board of Directors is authorized pass resolutions to issue in installments.

Fifteen percent of the total number of shares in the preceding paragraph shall be retained, totaling

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NT$225 million divided into 22.5 million shares, are to be used for exercising stock options, preferred shares with stock options, or corporate bonds with embedded options.

Article 6-1: The Company issues employee stock option certificates and restricted employee shares, and issues new shares or buys back shares and transfers them to employees in accordance with law. The recipients of distribution or transfer include employees of controlling or subordinate companies who meet certain conditions that the Board of Directors is authorized to determine.

Article 6-2: When the Company issues employee stock option certificates whose stock option prices are not subject to the restrictions stipulated in Article 53 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shareholders representing a majority of outstanding shares shall be present and more than two-thirds of the voting rights of the present shareholders shall agree to the implementation; furthermore, they shall be eligible to apply for this in installments within one year from the date of the resolution of the shareholders' meeting.

Article 7: The stock certificates of the Company shall be in registered form, signed or sealed by the director representing the Company, and issued after being approved by the competent authority or its approved issuing registration agency. Shares issued by the Company are exempt from being in the form of printed stocks, but the centralized securities custodial institution must be contacted for registration.

Article 8: The Company's handling of stock affairs shall be in accordance with the provisions of "Regulations Governing the Administration of Shareholder Services of Public Companies" and other relevant laws and regulations.

Article 8-1: All transfer of the shareholder register shall not be made within 60 days before the General Meeting of Shareholders or 30 days before a special shareholders' meeting, or within 5 days before the record date of the Company's resolution to distribute dividends, bonuses, or other benefits.

Chapter III: Shareholders' Meeting

Article 9: There are two types of shareholders' meetings: regular meetings and special meetings. The regular meeting shall be convened at least once a year by the Board of Directors in accordance with law and within six months after the end of each fiscal year. Special meetings shall be convened in accordance with the law when necessary.

Article 9-1: When the shareholders' meeting is held, it can be done by video conference or other methods announced by the central competent authority. Unless otherwise stipulated by the competent securities authority, relevant regulations such as the conditions, operating procedures, and other matters to be complied with for the adoption of a videoconference shareholders' meeting shall prevail.

Article 10: If a shareholder is unable to attend the shareholders' meeting for any reason, a proxy representative may attend the shareholders' meeting with a proxy statement issued by the Company that specifies the scope of authorization.

Unless otherwise specified by Company Act, the procedures for shareholder proxy attendance shall be governed by the "Regulations Governing the Use of Proxies for Attendance at

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Shareholders’ Meetings of Public Companies” as promulgated by the competent authority.

Article 11: Unless otherwise stipulated by laws and regulations, each shareholder of the Company has one voting right per share.

Following the listing of the Company’s shares on the TWSE (TPEx), an electronic method shall be listed as one of the channels for shareholders to exercise voting rights when a general meeting of shareholders is held in accordance with Article 177-1 of the Company Act. Shareholders who exercise their voting rights electronically are deemed to be present in person and relevant matters are to be handled in accordance with laws and regulations.

Article 12: Unless otherwise specified by the Company Act, the resolutions of the shareholders’ meeting shall be attended by shareholders representing more than half of the total number of shares, and shall be implemented with more than half of the voting rights of the shareholders present.

Article 12-1: If the Company has a proposal to revoke a public offering in the future, it should be proposed as a special resolution of the shareholders’ meeting. Furthermore, this provision will not be changed during periods of listing as an emerging stock and of listing on the TWSE (TPEx).

Chapter IV: Directors and Audit Committee

Article 13: The Company shall have five to nine directors with a term of three years, and a candidate nomination system has been adopted with the shareholders’ meeting selecting candidates from the list of candidates and re-election possible. All rules related to the nomination system shall be handled in accordance with Article 192-1 of the Company Act.

Independent directors shall be appointed among the aforementioned number of directors and the number of independent directors shall not be less than three and not be less than one-third of the number of directors. The shareholders’ meeting shall select independent directors from the list of independent director candidates. Regarding independent directors’ professional qualifications, shareholdings, concurrent employment restrictions, nominations, and other matters to be followed, they shall be handled in accordance with relevant laws and regulations. The Company may purchase liability insurance for directors during their terms of office in respect to their legally borne compensation liabilities within the scope of their business, and the Board of Directors is authorized to handle all matters related to liability insurance.

Article 13-1: The Company shall establish an Audit Committee in accordance with Article 14-4 of the Securities and Exchange Act, composed entirely of independent directors who shall number not less than three. The Audit Committee’s responsibilities, organizational regulations, exercise of powers, and other matters to be complied with shall be handled in accordance with the regulations of the competent authority.

Article 14: The board of directors is composed of directors. The Chairman shall be elected from among the directors by a majority vote at a board meeting where at least two-thirds of the directors are present; and in the same way, one person can be elected as Vice Chairman. The Chairman represents the Company externally and performs functions and powers in accordance with the law, the Articles of Incorporation, shareholders’ meetings, and resolutions of the Board of Directors.

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Article 15: The Board of Directors has the Chairman as its presiding chair. If the Chairman asks for leave or is unable to perform his duties for some reason, his powers shall be handled in accordance with Article 208 of the Company Act.

Article 16: In convening the Board of Directors, directors may be notified in writing, by email, or by fax. When a board of Directors is convened using video conferencing, the directors who participate in the conference with a video screen shall be deemed to be present in person. If a director appoints another director to attend a board meeting, he or she shall in each instance issue a proxy form stating the scope of authorization with respect to the reasons for convening the meeting. The proxy in the preceding section shall be limited to one person.

Article 16-1: In respect to the remuneration of directors, the Board of Directors is authorized based on their participation in operations and contribution to the value of the Company while taking into account the customary payment levels of domestic and foreign peers.

Chapter V: Managers

Article 17: The Company may have managers whose appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.

Chapter VI: Accounting

Article 18: The Company's fiscal year shall be from January 1st to December 31st. At the close of each fiscal year, the Company's board of directors shall prepare (1) a business report, (2) financial statements, and (3) proposals concerning profit distributions or covering of losses. These shall be submitted to the General Meeting of Shareholders for approval in accordance with the law.

Article 19: If the Company makes a profit in the year, it shall allocate not less than 5% of the profit to employee compensation, with at least 1% of this amount specifically designated for frontline employees. This distribution shall be issued through stock or cash distributions by a special resolution of the Board of Directors. Distribution recipients may include employees of controlling or subordinate companies who meet certain conditions that the Board of Directors is authorized to determine. The Company may allocate no more than 3% as directors' compensation by resolution of the Board of Directors, and directors' compensation can only be paid in cash. Proposals on the distribution of employee compensation and director compensation shall be reported to the shareholder's meeting.

However, when the Company still has accumulated losses, it should reserve the compensation amount in advance and then allocate employee remuneration and director remuneration in proportion to the preceding item.

Article 20: If there is a surplus in the Company's annual final accounts, taxes should be paid first and past losses should be made up, then 10% is to be set aside as legal reserve. However, where such legal reserve amounts to the total paid-in capital, this limit shall not apply. In addition, if there is any remaining balance after the Company's operating needs and the provision or reversal of special reserve in accordance with the law, and there are undistributed surplus earnings at the

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beginning of the same period, a motion shall be proposed by the Board of Directors for distribution of earnings, and such distribution shall be made by a resolution of the Board after it is submitted to the shareholders’ meeting for approval.

In respect to the dividend policy of the Company, depending on the Company’s current and future investment environment, capital needs, domestic and foreign competition conditions, and capital budget, and taking into account the interests of shareholders and the balance of dividends and long-term planning of the Company, a distributable surplus may be retained at discretion or distributed in the form of shares or cash. Out of this, projected dividends shall not be less than 10% of the net profit after tax of the current year and make up for past losses and deduct provisions for legal reserve. Out of this, cash dividends are not to be less than 10% of the total dividends distributed in the current year.

Chapter VII: Supplementary Provisions

Article 21: Matters not stipulated in these Articles of Incorporation shall be handled in accordance with the provisions of the Company Act and relevant laws and regulations.

Article 22: These Articles of Incorporation were established on December 20, 2005.

First amendment was made on February 27, 2006.
Second amendment was made on May 9, 2006.
Third amendment was made on June 23, 2006.
Fourth amendment was made on September 11, 2007.
Fifth amendment was made on November 25, 2008.
Sixth amendment was made on June 22, 2010.
Seventh amendment was made on May 12, 2011.
Eighth amendment was made on September 20, 2011.
Ninth amendment was made on December 20, 2011.
Tenth amendment was made on February 17, 2012.
Eleventh amendment was made on June 15, 2016.
Twelfth amendment was made on June 11, 2018.
Thirteenth amendment was made on June 18, 2019.
Fourteenth amendment was made on June 16, 2020.
Fifteenth amendment on May 27, 2022.
Sixteenth amendment on May 27, 2024.
Seventeenth amendment on May 26, 2025

uPI Semiconductor Corp.

Chairman S.Y. Hsu

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[Appendix 2]

uPI Semiconductor Corp.

Rules and Procedures of Shareholders’ Meetings

(Before Amendment)

Article 1 In order to establish an optimal shareholders’ meeting governance system, improve supervisory functions, and strengthen management functions of the Company, these Rules have been formulated in adherence with Article 5 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies.

Article 2 The Company’s shareholders’ meeting shall be conducted in accordance with the provisions of these Rules of Procedures unless otherwise prescribed by the law or the Articles of Incorporation.

Article 3 The Company’s shareholders’ meetings shall be convened by the Board of Directors unless otherwise prescribed by law or the Articles of Incorporation.

The company convenes a shareholders’ meeting videoconference, unless otherwise stipulated in “Regulations Governing the Administration of Shareholder Services of Public Companies”, shall be stated in the Articles of Incorporation and resolved by the board of directors. The virtual shareholders’ meeting shall be conducted by the board of directors with the attendance of more than two-thirds of the directors and the approval of more than half of the directors present.

Changes in the method of convening the shareholders’ meeting of the Company shall be accomplished by a resolution of the Board of Directors and shall be implemented no later than the time of dispatch of the shareholders’ meeting notice.

The Company shall prepare electronic versions of the shareholders’ meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors other proposals and upload them to Public Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders’ meeting or before 15 days before the date of a special shareholders’ meeting. Furthermore, the Company shall prepare electronic versions of the shareholders’ meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the General Meeting of Shareholders or before 15 days before the date of the special shareholders’ meeting. The time and method of the announcement, the main matters that should be recorded in the proceedings manual and other matters that should be complied with shall be handled in accordance with the " Regulations Governing Content and Compliance Requirements for Shareholders' Meeting Agenda Handbooks of Public Companies". Before 15 days before the date of the shareholders’ meeting, the Company shall also have prepared the shareholders’ meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental

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

On the day of the shareholders’ meeting, the Company shall provide shareholders with information in respect to the Meeting Agenda Handbook and supplemental meeting materials of the preceding paragraph through the following manner:

When convening a physical shareholders’ meeting, they should be issued on-site at the shareholders’ meeting.
When convening a video-assisted shareholders’ meeting, they should be issued on site at the shareholders’ meeting and transmitted to the video conferencing platform as electronic files.
When convening a video shareholders’ meeting, they should be transmitted to the video conferencing platform as electronic files.

Convening notices and announcements shall specify the reasons for convening; they may be effected by means of electronic transmission with the prior consent of the recipients.

Election or dismissal of directors, amendments to the Articles of Incorporation, capital reduction, application to halt public offering, director’s business licenses, capitalization of surplus, capital surplus transfer to common stock, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out in the notice of the reasons for convening the shareholders’ meeting. None of the above matters may be raised by an extraordinary motion.

The convening of the shareholders’ meeting shall state the full re-election of directors and the date of appointment. After the re-election at the shareholders’ meeting is completed, the same meeting shall not change its appointment date by an extraordinary motion or other means.

A shareholder holding 1 percent or more of the total number of issued shares may submit to the Company a written proposal for discussion at a regular shareholders’ meeting. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. However, if the shareholder submission is a proposal to urge the company to promote public interest or fulfill its social responsibilities, the Board of Directors must still include the proposal. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the Board of Directors may exclude it from the agenda.

Prior to the book closure date before a regular shareholders’ meeting is held, the Company shall publicly announce that it will receive shareholder proposals, whether it shall be via written or electronic acceptance, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the

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proposal shall be present in person or by proxy at the General Meeting of Shareholders and take part in discussion of the proposal.

Before the date for issuance of notice of a shareholders’ meeting, the Company shall inform the shareholders who submitted proposals of the processing results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders’ meeting, the Board of Directors shall explain the reasons for the exclusion of any shareholder proposals not included in the agenda.

Article 4 At each shareholders’ meeting, shareholders may issue proxy statement issued by the Company, specify the scope of authorization, and entrust a proxy representative to attend the shareholders’ meeting.

A shareholder shall issue a proxy statement that is limited to one entrusted individual person, and shall deliver it to the Company five days before the shareholders’ meeting. If there are duplicated proxy statements, the one delivered first shall prevail. However, this does not apply to those entrusted as proxies before the declaration is revoked.

After a proxy statement is delivered to the Company, a shareholder who wishes to attend the shareholders’ meeting in person or exercise voting rights in writing or electronically shall give written notice to the Company to revoke the proxy two days before the shareholders’ meeting. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

After a proxy statement is delivered to the Company, a shareholder who wishes to attend the shareholders’ meeting via video conference shall give written notice to the Company to revoke the proxy two days before the shareholders’ meeting. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5 The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.

When the Company holds a shareholders’ meeting by videoconference, it is not subject to the restriction on the venue as given in the preceding paragraph.

Article 6 The Company shall specify in the meeting notice the time and location of the registration office for shareholders, solicitors, and proxies (hereinafter referred to as shareholders) as well as other matters to be noted.

The aforementioned time for accepting the registration of the shareholders shall be processed at least 30 minutes before the start of the meeting, and the registration office shall be clearly marked and appropriate. Adequate and qualified personnel must be provided to handle this matter. A shareholders’ meeting videoconference shall begin 30 minutes before the start of the meeting. Shareholders who register on the video conferencing platform of the shareholders’ meeting and complete the registration are deemed to have attended the shareholders’ meeting in person.

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A shareholder should present the attendance certificate, sign-in card, or other certificates of attendance to attend the shareholders’ meeting. A proxy acting on behalf of a shareholder shall provide an ID document for verification.

The Company should set up a signature book for shareholders attending in person or in proxy (“shareholders”) to sign in, or for the attending shareholders to submit a sign-in card to sign in on their behalf.

The Company shall deliver the Meeting Agenda Handbook, annual report, attendance certificate, speech notes, votes, and other meeting materials to the shareholders attending the shareholders’ meeting. If there are directors to be elected, separate ballots should be attached.

When the shareholder is governmental or a juristic person, attending representatives are not limited to one person. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

If the shareholders’ meeting is convened by videoconference, shareholders who wish to attend by videoconference shall register with the Company two days before the shareholders’ meeting.

If the shareholders’ meeting is held by video conference, the Company shall upload the Meeting Agenda Handbook, annual report, and other relevant materials to the shareholders’ meeting video conference platform at least 30 minutes before the start of the meeting, and continue to disclose them until the end of the meeting.

Article 6-1 When the Company holds a shareholders’ meeting via videoconference, the following items shall be specified in the shareholders’ meeting convening notice:

Shareholders’ participation in video conferences and methods for exercising their rights.
The handling of obstacles caused by natural disasters, accidents, or other force majeure events, including at least the following items:

(1) The time at which the meeting must be postponed or resumed due to the occurrence of previous obstacles that cannot be avoided, and the date when the meeting must be postponed or continued. (2) Shareholders who have not registered to participate in the original shareholders’ meeting via videoconference shall not participate in the postponed or continued meeting. (3) If it is not possible to continue the videoconference, and the total number of shares attended reaches the statutory quota for the shareholders’ meeting after deducting the number of shares that participated in the shareholders’ meeting through the videoconference, the shareholders’ meeting shall continue. Shareholders who participate via videoconference shall be counted in the total number of

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shareholders present, and shall be deemed to have abstained from voting on all proposals at the shareholders’ meeting.

(4) How matters shall be handled in the event that all motions have been announced and extraordinary motions have not been made.

In convening of a shareholders’ meeting by videoconference, appropriate alternative measures for shareholders who have difficulty participating in the videoconference should also be specified.

Article 7 If the shareholders’ meeting is convened by the Board of Directors, the Chairman shall be the presiding chair. When the Chairman of the board is on leave or for any reason unable to exercise the powers of Chairman, the Vice Chairman shall act in place of the Chairman; if there is no Vice Chairman or the Vice Chairman is also on leave or for any reason unable to exercise the powers of Vice Chairman, the Chairman shall appoint one of the managing directors to act, or, if there are no managing directors, one of the directors shall be appointed to act as chair. If no such designation is made by the Chairman, the managing directors or directors shall select one person from among themselves to serve as chair.

For a shareholders’ meeting convened by the Board of Directors, is more than half of the directors of the Board should attend in person.

If the shareholders’ meeting is convened by others holding convening rights besides Board of Directors, the convener shall act as presiding chair. When there are two or more persons with convening rights, they shall select from among themselves.

The Company may appoint the designated counsel, CPAs, or other related persons to attend the meeting.

Article 8 The Company shall record or videotape the entire proceedings of the shareholders’ meeting and keep it for at least one year. However, if a shareholder institutes legal proceedings in accordance with Article 189 of the Company Act, the relevant audio or video recordings shall be retained until the legal proceedings are concluded.

For shareholders’ meetings held by videoconference, the Company should keep records of shareholders’ registration, registration for participation in video conferencing, sign-in, the raising of questions, voting, and the results of the votes counted by the company, and so on, and make continuous and uninterrupted recording and video recording of the whole videoconferencing process.

The Company shall properly keep the materials and audio and video recordings in the preceding paragraph during its period of existence, and provide the audio and video recordings to individuals entrusted to handle the videoconferencing affairs for storage.

If the shareholders’ meeting is held via videoconference, the Company should make audio and video recordings of the background operation interface of the videoconference platform.

Article 9 Attendance at a shareholders’ meeting shall be calculated based on the number of shares. The number of shares attended is calculated based on the number of shares registered on

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the signature book or attendance card and video conferencing platform, plus the number of shares that exercise voting rights in written or electronic means.

When the meeting time has arrived, the presiding chair shall immediately call the meeting to order. At the same time, he or she shall announce relevant information such as the number of non-voting rights and the number of shares present.

However, if shareholders are not present representing more than half of the total issued shares, the presiding chair may announce a postponement of the meeting. The number of postponements is limited to two, and the total postponement time shall not exceed one hour. If a quorum of over one-third of the total issued shares is still not present after two postponements, the presiding chair will announce an adjournment. If the shareholders' meeting is held via videoconference, the Company shall also announce the adjournment on the shareholders' meeting videoconference platform.

In the preceding, if the quorum is not met after two postponements but the attending shareholders represent one-third or more of the total number of issued shares, a tentative resolution may be adopted according to Article 175, Paragraph 1 of the Company Act to notify all shareholders of the convening of another shareholders' meeting within one month. If the shareholders' meeting is convened by videoconference, shareholders who wish to attend by videoconference shall re-register with the Company in accordance with Article 6. By the end of such meeting, if the number of shares represented by the attending shareholders has already constituted more than one-half of the outstanding shares, the presiding chair may put the tentative resolution to the vote at the general meeting again in accordance with Article 174 of Taiwan's Company Act.

Article 10 If the shareholders' meeting is convened by the Board of Directors, its agenda shall be set by the Board of Directors. The meeting shall be conducted according to the scheduled agenda, and shall not be changed without the resolution of the shareholders' meeting.

If the shareholders' meeting is convened by a convening party other than the Board of Directors, the provisions of the preceding paragraph shall apply.

The agenda scheduled for the first two items (including temporary motions) is not to be resolved until the discussion is over, and the presiding chair shall not act to announce the adjournment. If the presiding chair violates the rules and Procedures and announces the adjournment of the meeting, the other members of the Board of Directors shall promptly assist the attending shareholders in accordance with legal procedures. With the consent of more than half of the voting rights of the shareholders present, one person shall be elected as presiding chair and the meeting shall continue.

The presiding chair shall give the opportunity to fully explain and discuss the motions and amendments or temporary motions proposed by shareholders. When it is considered that the voteable level has been reached, the discussion may be announced to be stopped, the vote shall be put forward, and adequate voting time shall be arranged.

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Article 11 Before speaking, an attending shareholder must specify on a speaker’s slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the presiding chair.

A shareholder in attendance who has submitted a speaker’s slip but does not speak shall be deemed to have not spoken. When the contents of the speech do not correspond to the subject given on the speaker’s slip, the content of the speech shall prevail.

Unless otherwise permitted by the presiding chair, each shareholder shall not speak more than twice concerning the same item, and each speech shall not last more than 5 minutes. However, if the shareholder’s speech violates the rules or exceeds the scope of the agenda item, the presiding chair may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violations.

When a juristic person shareholder appoints two or more representatives to attend a shareholders’ meeting, only one of the representatives so appointed may speak on the same proposal.

After an attending shareholder has spoken, the presiding chair may respond in person or direct relevant personnel to make a response.

If the shareholders’ meeting is convened by videoconference, shareholders who participate in the videoconference may ask questions via text on the shareholders’ meeting videoconference platform after the presiding chair announces the meeting and before the meeting is closed. The number of questions for each proposal shall not exceed two times. The limit is 200 characters, and the provisions of items 1 to 5 are not applicable.

If a question in the preceding paragraph does not violate the regulations or exceed the scope of the proposal, it is advisable to disclose the question on the video conferencing platform of the shareholders’ meeting for public awareness.

Article 12 Voting at a shareholders’ meeting shall be calculated based on the number of shares.

The shares held by any shareholder without voting rights shall not be included in the total number of outstanding shares while voting on resolutions at the shareholders’ meeting.

A shareholder shall abstain from the exercise of voting rights for himself/herself or on behalf of another shareholder in respect of any proposed matter for consideration at a general meeting if he/she bears personal interest therein that may conflict with and impair the interest of the Company.

The shares represented by the voting rights contained in the preceding paragraph shall not be counted in the number of votes of the shareholders present at the said meeting.

Except for a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as a proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is

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exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13 Shareholders have one vote per share; however, for those who are restricted or those without voting rights under Item 2, Article 179 of the Company Act, this limitation shall not apply.

When the Company holds a shareholders’ meeting, it shall adopt the exercise of voting rights in writing or electronically. When voting rights are exercised electronically, the method of exercise shall be specified in the shareholders’ meeting notice. Any shareholder who exercises voting rights in writing or electronic form shall be deemed to have attended the shareholders’ meeting in person, but shall be deemed to have waived his votes in respect of any ad hoc motions and the amendments to the contents of the original proposals at such general meeting.

A preceding individual who intends to exercise voting rights by correspondence or electronic means shall deliver a written declaration of intent to the Company at least 2 days before the date of a general meeting. When duplicate declarations are delivered, the one received earliest shall prevail. However, this does not apply to those who express their intention before the declaration is revoked.

If a shareholder has exercised votes by way of a written ballot or by way of electronic transmission and intends to attend the general meeting in person, he or she shall revoke the intention to exercise votes by written ballot or electronic transmission as described in the preceding paragraph in the same manner as exercising votes at least 2 days before the date of the meeting. If such revocation is not made before the prescribed time, his or her vote exercised by written ballot or electronic transmission shall prevail. If a shareholder exercises his/her votes by way of a written ballot or by way of electronic transmission and attends a shareholders’ meeting by proxy, the votes exercised by the proxy during the shareholders’ meeting shall prevail.

Except as otherwise provided in the Company Act and the Company’s Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.

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

The examiners and counting staff of votes on motions shall be appointed by the presiding chair, but the examiners should have shareholder status.

The counting of votes shall be done publicly at the shareholders’ meeting. Voting results shall be made known on-site immediately and recorded in writing.

When the Company holds a videoconference for the shareholders’ meeting and shareholders participate via videoconference after the presiding chair announces the

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opening of the meeting then voting on various proposals and voting on election proposals shall be conducted through the video conferencing platform. Furthermore, they shall be completed before the presiding chair announces the close of voting, and those going past that time are deemed as having abstained.

If the shareholders’ meeting is convened by videoconference, then after the presiding chair announces the close of voting, the votes shall be counted at one time and the voting and election results shall be announced.

When the Company holds a video-assisted shareholders’ meeting and there are shareholders who have registered to attend the shareholders’ meeting via videoconference in accordance with the provisions of Article 6 and wish to attend the in-person shareholders’ meeting, they shall cancel the registration in the same manner as the registration two days before the shareholders’ meeting. Those who cancel after the deadline can only attend the shareholders’ meeting via videoconference.

With the exception of extraordinary motions, those who exercise voting rights in writing or electronically without revoking their declaration of intention and participate in the shareholders’ meeting by videoconference shall not exercise voting rights on the original proposals, propose amendments to the original proposals, or exercise voting rights on amendments to the original proposals.

Article 14 The election of directors by the shareholders’ meeting shall be conducted in accordance with the relevant selection and appointment regulations stipulated by the Company, and the election results shall be announced on the spot. This includes the name list of elected directors and their numbers of voting rights and the list of non-elected directors and supervisors and their numbers of voting rights.

The ballots for the elections mentioned in the preceding paragraph shall be sealed and signed by the examiners and shall be kept in a secure location for at least one year. However, if a shareholder institutes legal proceedings in accordance with Article 189 of the Company Act, the relevant audio or video recordings shall be retained until the legal proceedings are concluded.

Article 15 Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

The meeting minutes of the preceding paragraph may be distributed using a public announcement made through the MOPS.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair’s full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results (including statistical weights). For an election of directors, the number of votes received by each candidate should be disclosed. The meeting

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minutes shall be retained for the duration of the existence of the Company. The meeting minutes shall be retained for the duration of the existence of the Company.

If the shareholders’ meeting is convened by videoconference, then in addition to the matters that shall be recorded in accordance with the provisions of the preceding paragraph, the meeting minutes shall also record the start and end time of the shareholders’ meeting, the method of convening the meeting, the name of the presiding chair and the minutes recorder. They shall also record the handling of impediments caused by natural disasters, accidents, or other force majeure events to the video conferencing platform or participation in the video format.

When the Company holds a shareholders’ meeting by video, then in addition to handling matters in accordance with the provisions of the preceding paragraph, it shall also be stated in the meeting minutes that there would be alternative measures provided to shareholders who have difficulty participating in the videoconference.

Article 16 On the day of the shareholders’ meeting, the Company shall prepare statistical tables in accordance with the prescribed format concerning the number of shares acquired by solicitors, the number of shares represented by proxies, and the number of shares for shareholders attending in written or electronic form and disclose this information in the shareholders’ meeting. If the shareholders’ meeting is held via videoconference, the Company shall upload the above-mentioned information to the shareholders’ meeting video conference platform at least 30 minutes before the meeting starts, and continue to disclose it until the end of the meeting.

When the Company holds a shareholders’ meeting via videoconference, then announces the meeting, the total number of shareholders’ shares present shall be disclosed on the videoconference platform. The same shall apply if the total number of shares and voting rights of shareholders present are counted separately during the meeting.

In respect to a shareholders’ meeting resolution matter, if required by law or if it constitutes material information as stipulated by the Taiwan Stock Exchange Corporation (the Taipei Exchange), the Company shall transmit such content to the Market Observation Post System within the specified time.

Article 17 Staff handling the administrative affairs of a shareholders’ meeting shall wear identification cards or armbands.

The presiding chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word “Proctor.”

If the venue is equipped with sound amplification equipment, the presiding chair may stop a shareholder from speaking through the equipment provided by the Company.

Regarding shareholders violate Rules of Procedure and disobey the presiding chair’s instructions, or anyone who obstructs the progress of the meeting and refuses to comply

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after requests to stop their behavior, the presiding chair may ask the proctors or security personnel to have them leave the venue.

Article 18 When the meeting is in progress, the presiding chair may announce a break at a discretionary time. In the event of an irresistible event, the presiding chair may rule to temporarily suspend the meeting and announce the time for the continuation of the meeting as appropriate.

If the agenda scheduled for the shareholders’ meeting is not concluded (including extraordinary motions), and if the venue for the meeting cannot continue to be used at that time, the shareholders’ meeting may resolve to find another venue to continue the meeting. In accordance with Article 182 of Company Act, the shareholders’ meeting may resolve to postpone or continue the meeting within 5 days.

Article 19 If the shareholders’ meeting is held via videoconference, the Company shall immediately disclose the voting results of various proposals and election results on the shareholders’ meeting videoconference platform in accordance with regulations after the voting ends. It shall continue to disclose these matters for at least 15 minutes after the presiding chair announces the adjournment of the meeting.

Article 20 When the Company holds a shareholders’ meeting via videoconference, the presiding chair and recorder shall be at the same domestic location, and the presiding chair shall announce the address of the place at the time of meeting.

Article 21 If the shareholders’ meeting is held via videoconference, the Company must provide shareholders with a simple connection test before the meeting. It must also provide relevant services immediately before meeting and during the meeting to assist in dealing with technical communication problems.

When a shareholders’ meeting is held by videoconference and the presiding chair calls the meeting to order, he or she shall separately announce that there is no need to postpone or continue the meeting except for the circumstances stipulated in Item 4 of Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies. If natural disasters, accidents, or other force majeure events impedes the videoconference platform or video participation for 30 minutes or more before the presiding chair announces meeting adjournment, Article 182 of the Company Act shall not apply to the date when the meeting should be postponed or continued within five days.

Shareholders who have not registered to participate in the original shareholders’ meeting via videoconference shall not participate in the postponed or continued meeting in the event of the circumstances outlined in the preceding paragraph.

The meeting should be postponed or resumed in accordance with the second paragraph. For shareholders who have registered to participate in the original shareholders’ meeting via videoconference and have completed the registration, then among those who did not participate in the postponed or resumed meeting, the number of shares present at the

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original shareholders' meeting, the exercised voting rights, and overall voting rights shall be included in the total number of shares, exercise voting rights, and overall voting rights of shareholders attending the postponed or continued meeting.

When the postponement or continuation of the general meeting of shareholders is handled in accordance with the provisions of Paragraph 2, there is no need for re-discussion and resolution for proposals that have completed voting and counting and that have announced the voting results or the list of elected directors and supervisors.

When the Company convenes a video-assisted shareholders' meeting and the videoconference cannot be continued under Paragraph 2, if the total number of shares present after deducting the number of shares attending the shareholders' meeting by videoconference still reaches the statutory quota for the shareholders' meeting, then the shareholders' meeting shall continue. There is no need to postpone or continue the meeting in accordance with the provisions of the second paragraph.

In the event that the meeting should continue as mentioned in the preceding paragraph, the shareholders who participate in the shareholders' meeting via videoconference shall count the number of shares present in the total number of shares of the shareholders present, but shall be deemed as abstaining from voting on all the resolutions of the shareholders' meeting.

When the Company postpones or continues the meeting in accordance with the provisions of the second paragraph, it shall follow the provisions listed in Article 44-27 of the Regulations Governing the Administration of Shareholder Services of Public Companies and shall handling relevant preliminary work matters in accordance with the original date of the shareholders' meeting and the provisions of each article.

Regarding the period specified in the second paragraph of Article 12 and Item 3 of Article 13 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies and Item 2 of Article 44-5, Article 44-15, Item 1 of Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies. The Company shall handle the date of the shareholders' meeting for postponement or continuation of the meeting in accordance with the provisions of Paragraph 2.

Article 22 In convening a shareholders' meeting of the Company by videoconference, appropriate alternative measures should also be specified for shareholders who have difficulty participating via videoconferencing.

Article 23 These Rules of Procedure shall be implemented after being approved by the shareholders' meeting. The same shall hold true of amendments.

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[Appendix 3]

uPI Semiconductor Corp.

Procedures for Acquisition and Disposal of Assets

(Before Amendment)

Article 1 Objective

These Procedures are established to safeguard assets and ensure effective information disclosure.

Article 2 Legal Basis

These Procedures are established in accordance with Article 36-1 of the Securities and Exchange Act and the relevant provisions of the competent authority's Regulations Governing the Acquisition and Disposal of Assets by Public Companies.

Article 3 Scope of Assets

I. Securities: including investments in stocks, government bonds, corporate bonds, financial debentures, securities representing beneficial interests in funds, depositary receipts, warrants (call and put), beneficiary securities, and asset-backed securities. II. Real property (including land, buildings and structures, investment property, land use rights, and inventory of construction enterprises) and equipment. III. Membership certificates. IV. Intangible assets: including patents, copyrights, trademarks, franchise rights, and other intangible assets. V. Right-of-use assets. VI. Claims of financial institutions (including accounts receivable, purchased and discounted bills, loans, and overdue receivables). VII. Derivative instruments. VIII. Assets acquired or disposed of through merger, demerger, acquisition, or share transfer in accordance with applicable laws. IX. Other material assets.

Article 4

All terms used in these Procedures shall be defined in accordance with the competent authority's Regulations Governing the Acquisition and Disposal of Assets by Public Companies.

Article 5

Where the Company is required under these Procedures to obtain a valuation report or a written opinion from a certified public accountant, attorney, or securities underwriter, the professional appraiser and its appraisal personnel, certified public accountant, attorney, or securities underwriter issuing such valuation report or written opinion shall meet the following requirements:

I. Such person shall not have been sentenced to imprisonment for one year or more upon a final and unappealable judgment for violation of the Securities and Exchange Act, the Company Act, the Banking Act, the Insurance Act, the Financial Holding Company Act, or the Business Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or any other criminal offense committed in the course of business operations; provided, however, that this restriction shall not apply where three or more years have elapsed since the completion of sentence, the expiration of a probationary period, or the grant of amnesty.

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II. Such person shall not be a related party of, or be in a substantive related-party relationship with, any party to the transaction.

III. Where the Company is required to obtain valuation reports from two or more professional appraisers, the different professional appraisers or their respective appraisal personnel shall not be related parties of, or be in a substantive related-party relationship with, one another.

When issuing a valuation report or written opinion, the persons referred to in the preceding paragraph shall act in accordance with the self-regulatory norms of their respective industry associations and the following requirements:

I. Prior to accepting an engagement, such person shall carefully assess their own professional competence, practical experience, and independence.

II. When executing an engagement, such person shall appropriately plan and implement suitable working procedures to form conclusions and issue the report or written opinion accordingly, and shall fully and accurately document in the engagement working papers all procedures performed, data collected, and conclusions reached.

III. Such person shall assess, on an item-by-item basis, the appropriateness and reasonableness of all data sources, parameters, and information used as the basis for issuing the valuation report or written opinion.

IV. The declarations made shall cover matters including the relevant personnel's professional qualifications and independence, the determination that the information used is appropriate and reasonable, and compliance with applicable laws and regulations.

Article 6 Where the Company acquires or disposes of assets through a court auction process, the documentary proof issued by the court may be submitted in lieu of a valuation report or accountant's opinion.

Article 7 Procedures for the Acquisition and Disposal of Real Property, Equipment, and Right-of-Use Assets Thereof

I. Evaluation and Operating Procedures

All acquisitions and disposals of real property, equipment, and right-of-use assets thereof shall be conducted in accordance with the fixed assets cycle of the Company's internal control system.

II. Procedures for Determining Transaction Terms and Authorization Thresholds

(I) For acquisitions or disposals of real property or right-of-use assets thereof, transaction terms and pricing shall be determined by reference to the announced current value, assessed value, and actual transaction prices of neighboring properties, and shall be handled on a tiered-responsibility basis by the heads of the relevant departments in accordance with the Company's authorization and approval authority. Where the amount of any single transaction reaches 10% or more of the Company's paid-in capital, the transaction shall be submitted to and approved by the Board of Directors prior to execution; Provided, however, that the Board of Directors may authorize the Chairman to approve such transaction, with subsequent reporting to the Board of Directors.

(II) For acquisitions or disposals of equipment or right-of-use assets thereof, pricing

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shall be determined through one of the following methods: price inquiry, price comparison, negotiation, or public tender, and shall be handled on a tiered-responsibility basis by the heads of the relevant departments in accordance with the Company's authorization and approval authority. Where the amount of any single transaction reaches 10% or more of the Company's paid-in capital, the transaction shall be submitted to and approved by the Board of Directors prior to execution; Provided, however, that the Board of Directors may authorize the Chairman to approve such transaction, with subsequent reporting to the Board of Directors.

(III) The aggregate amount of real property and right-of-use assets thereof acquired by the Company or any individual subsidiary for non-operating purposes shall not exceed 10% of the paid-in capital of the respective company.

III. Executing Units

Upon obtaining the requisite approvals in accordance with the Company's authorization and approval authority, acquisitions and disposals of real property, equipment, or right-of-use assets thereof shall be executed by the user department or administrative department responsible for the transaction.

IV. Valuation Reports for Real Property or Equipment

For acquisitions or disposals of real property, equipment, and right-of-use assets thereof—excluding transactions with domestic government agencies, owner-built construction on company-owned land, owner-built construction on leased land, or acquisitions and disposals of equipment or right-of-use assets thereof for operational use—where the transaction amount reaches 20% or more of the Company's paid-in capital or NT$300 million or more, whichever is lower, a valuation report issued by a professional appraiser shall be obtained prior to the date on which the transaction occurs, and the following requirements shall be met:

(I) Where, for special reasons, a limited price, specified price, or special price must be used as a reference basis for the transaction price, the transaction shall first be submitted to and approved by the board of directors; the same applies where transaction terms are subsequently amended.

(II) Where the transaction amount reaches NT$1 billion or more, valuations shall be obtained from two or more professional appraisers.

(III) Where the valuation results of the professional appraiser(s) fall into any of the following circumstances—except where all valuation results for an asset acquisition exceed the transaction amount, or all valuation results for an asset disposal are below the transaction amount—a certified public accountant shall be engaged to provide a specific opinion on the reasons for the discrepancy and the reasonableness of the transaction price:

The discrepancy between any valuation result and the transaction amount reaches 20% or more of the transaction amount.
The discrepancy between the valuation results of two or more professional appraisers reaches 10% or more of the transaction amount.

(IV) The date of the valuation report issued by the professional appraiser and the date of contract execution shall not be more than three months apart; Provided, however, that where the same period's announced current value applies and no

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more than six months have elapsed, the original professional appraiser may issue a written opinion in lieu of a new valuation report.

Article 8 Procedures for the Acquisition and Disposal of Securities

I. Evaluation and Operating Procedures

All purchases and sales of securities by the Company shall be conducted in accordance with the investment cycle of the Company's internal control system.

II. Procedures for Determining Transaction Terms and Authorization Thresholds

(I) For purchases and sales of securities executed on a centralized securities exchange or at the place of business of a securities dealer, the responsible unit shall determine the transaction based on prevailing market conditions, and the transaction shall be handled on a tiered-responsibility basis by the heads of the relevant departments in accordance with the Company's authorization and approval authority. Where the amount of any single transaction reaches 5% or more of the Company's net worth, the transaction shall be submitted to and approved by the board of directors prior to execution. Provided, however, that the Board of Directors may authorize the Chairman to approve such transaction, with subsequent reporting to the Board of Directors.

(II) For purchases and sales of securities not executed on a centralized securities exchange or at the place of business of a securities dealer—except where the securities have a publicly quoted price in an active market or where the Financial Supervisory Commission (hereinafter referred to as the "FSC") otherwise provides—the most recent financial statements of the target company that have been audited or reviewed by a certified public accountant shall be obtained prior to the date on which the transaction occurs as a reference for evaluating the transaction price, taking into account factors including net asset value per share, earning capacity, and future development potential, and the transaction shall be handled on a tiered-responsibility basis by the heads of the relevant departments in accordance with the Company's authorization and approval authority. Where the amount of any single transaction reaches 5% or more of the Company's net worth, the transaction shall be submitted to and approved by the board of directors prior to execution. Provided, however, that the Board of Directors may authorize the Chairman to approve such transaction, with subsequent reporting to the Board of Directors.

(III) The limits on securities acquisitions by the Company and each individual subsidiary are established as follows:

The aggregate amount invested in securities shall not exceed 100% of the net worth of the respective company.
The amount invested in any individual security shall not exceed 50% of the net worth of the respective company.

III. Executing Units

All investments in or disposals of securities by the Company shall, upon obtaining the requisite approvals in accordance with the Company's authorization and approval authority, be executed by the finance and shareholder services departments.

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IV. Obtaining Expert Opinions

For acquisitions or disposals of securities where the transaction amount reaches 20% or more of the Company's paid-in capital or NT$300 million or more, a certified public accountant shall be engaged prior to the date on which the transaction occurs to express an opinion on the reasonableness of the transaction price; Provided, however, that this requirement shall not apply where the securities have a publicly quoted price in an active market or where the FSC otherwise provides.

Article 9

Transactions between the Company and related parties shall, in addition to compliance with the relevant provisions of these Procedures, conform to the applicable requirements of the competent authority's Regulations Governing the Acquisition and Disposal of Assets by Public Companies.

For acquisitions or disposals of assets between the Company and related parties, in addition to completing the requisite resolution procedures and evaluating the reasonableness of transaction terms as required under the preceding paragraph, where the transaction amount reaches 10% or more of the Company's total assets, a valuation report issued by a professional appraiser or an accountant's opinion shall also be obtained in accordance with Article 5.

When determining whether a counterparty constitutes a related party, substance of the relationship shall be considered in addition to its legal form.

Article 9-1

Where the Company acquires or disposes of real property or right-of-use assets thereof from or to a related party, or acquires or disposes of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20% or more of the Company's paid-in capital, 10% or more of total assets, or NT$300 million or more—excluding purchases and sales of domestic government bonds, bonds with repurchase or reverse repurchase agreements, and subscriptions or redemptions of money market funds issued by domestic securities investment trust enterprises—the following information shall be submitted for approval by more than one-half of all members of the Audit Committee and subsequently resolved by the board of directors before a transaction contract may be executed or payment made:

I. The purpose, necessity, and anticipated benefits of the asset acquisition or disposal.

II. The reasons for selecting the related party as the counterparty to the transaction.

III. For acquisitions of real property or right-of-use assets thereof from a related party, relevant data evaluating the reasonableness of the proposed transaction terms in accordance with applicable requirements.

IV. The date and price of the related party's original acquisition of the asset, the counterparty to that acquisition, and that counterparty's relationship with the Company and the related party.

V. A monthly cash inflow and outflow forecast for the one-year period commencing from the projected month of contract execution, along with an assessment of the necessity of the transaction and the reasonableness of the intended use of funds.

VI. The valuation report issued by a professional appraiser or the accountant's opinion obtained pursuant to the preceding article.

VII. Any restrictive conditions and other material stipulations governing the transaction.

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For the following transactions conducted between the Company and its parent company, subsidiaries, or subsidiaries in which 100% of the issued shares or total capital is held directly or indirectly, the board of directors may authorize the Chairman to approve transactions in advance up to NT$50 million, with subsequent ratification by the board of directors at its next meeting:

I. Acquisitions or disposals of equipment or right-of-use assets thereof for operational use. II. Acquisitions or disposals of right-of-use assets of real property for operational use.

When such matters are submitted to the board of directors for discussion pursuant to Paragraph 1, the opinions of all independent directors shall be given full consideration; any dissenting or qualified opinions expressed by independent directors shall be recorded in the minutes of the board meeting.

Where the Company or a subsidiary of the Company that is not a domestic public company engages in a transaction described in Paragraph 1 and the transaction amount reaches 10% or more of the total assets of the public company, the Company shall submit the information enumerated in Paragraph 1 for approval by the shareholders' meeting before executing a transaction contract or making payment; provided, however, that this requirement shall not apply to transactions between the Company and its parent company, between the Company and its subsidiaries, or between subsidiaries.

The calculation of transaction amounts under Paragraph 1 and the preceding paragraph shall be conducted in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies. For purposes of such calculation, the term "within one year" shall be measured retroactively from the date on which the current transaction occurs, and any amounts previously submitted to and approved by the shareholders' meeting, approved by more than one-half of all members of the Audit Committee, or resolved by the board of directors in accordance with applicable requirements shall be excluded from the calculation.

Article 10 Procedures for the Acquisition and Disposal of Intangible Assets, Right-of-Use Assets Thereof, or Membership Certificates

I. Evaluation and Operating Procedures

All acquisitions and disposals of intangible assets, right-of-use assets thereof, or membership certificates by the Company shall be conducted in accordance with the property management operations of the Company's internal control system.

II. Procedures for Determining Transaction Terms and Authorization Thresholds

(I) For acquisitions or disposals of membership certificates, transaction terms and pricing shall be determined by reference to prevailing fair market value, an analysis report shall be prepared, and the transaction shall be handled on a tiered-responsibility basis by the heads of the relevant departments in accordance with the Company's authorization and approval authority. Where the amount exceeds NT$3 million, the transaction shall additionally be submitted to and approved by the Board of Directors prior to execution.

(II) For acquisitions or disposals of intangible assets or right-of-use assets thereof, transaction terms and pricing shall be determined by reference to expert assessment reports or prevailing fair market value, an analysis report shall be prepared, and the transaction shall be handled on a tiered-responsibility basis by the heads of the relevant departments in accordance with the Company's

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authorization and approval authority. Where the amount exceeds 2% of the Company's net worth, the transaction shall additionally be submitted to and approved by the board of directors prior to execution.

III. Executing Units

Upon obtaining the requisite approvals in accordance with the authorization and approval authority set forth in the preceding subparagraph, acquisitions or disposals of intangible assets, right-of-use assets thereof, or membership certificates shall be executed by the user department or administrative department responsible for the transaction.

IV. Expert Assessment Reports for Intangible Assets, Right-of-Use Assets Thereof, or Membership Certificates

(I) Where the transaction amount for an acquisition or disposal of membership certificates reaches NT$3 million or more, an expert valuation report shall be obtained.

(II) Where the transaction amount for an acquisition or disposal of intangible assets or right-of-use assets thereof reaches 2% or more of the Company's net worth, an expert valuation report shall be obtained.

(III) Where the transaction amount for an acquisition or disposal of intangible assets, right-of-use assets thereof, or membership certificates reaches 20% or more of the Company's paid-in capital or NT$300 million or more, a certified public accountant shall be engaged prior to the date on which the transaction occurs to express an opinion on the reasonableness of the transaction price, excluding transactions with domestic government agencies.

Article 10-1 The calculation of transaction amounts requiring a certified public accountant's opinion on the reasonableness of the transaction price or a valuation report issued by a professional appraiser prior to the date on which the transaction occurs, as stipulated under Articles 7, 8, 9, and 10, shall be conducted in accordance with the Regulations Governing the Acquisition and Disposal of Assets by Public Companies. For purposes of such calculation, the term "within one year" shall be measured retroactively from the date on which the current transaction occurs, and any amounts for which a valuation report issued by a professional appraiser or an accountant's opinion has already been obtained in accordance with these Procedures shall be excluded from the calculation.

Article 11 Procedures for the Acquisition and Disposal of Claims of Financial Institutions

The Company does not, as a matter of policy, engage in transactions involving the acquisition or disposal of claims of financial institutions. Should the Company subsequently intend to engage in such transactions, the relevant evaluation and operating procedures shall be established following approval by the board of directors.

Article 12 Procedures for the Acquisition and Disposal of Derivative Instruments

I. Trading Principles and Policies

(I) Types of Transactions

Derivative financial instruments engaged in by the Company refer to forward

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contracts, options contracts, futures contracts, leverage margin contracts, swap contracts, combinations of the foregoing contracts, or hybrid contracts or structured products embedding derivative instruments, the value of which is derived from specific interest rates, financial instrument prices, commodity prices, exchange rates, price or rate indices, credit ratings or credit indices, or other variables.

(II) Hedging Strategy

Derivative financial instrument transactions entered into by the Company for hedging purposes shall be conducted to hedge exposure positions arising from the Company's business operations. Transactions for other specific purposes shall require prior authorization from the Board of Directors delegated to the heads of the relevant units before execution.

(III) Segregation of Duties

Trading personnel: execute transactions within authorized approval limits. Trading personnel shall also calculate position exposure on a weekly basis and conduct risk assessments based on changes in positions and financial market information.
Confirmation personnel: execute transaction confirmations.
Settlement personnel: responsible for settlement matters.
The trading, confirmation, and settlement functions described above shall each be performed by personnel within the finance unit, and no individual shall concurrently hold more than one of these roles. Any change in trading personnel shall be formally communicated in writing to the relevant counterparties prior to the effective date of such change.

(IV) Authorization and Approval Authority

The per-transaction authorization and approval authority for hedging transactions is as follows:

Approving Authority	Per-transaction Approval Limit
Chief Financial Officer	USD 1,000,000 or below
President	Above USD 1,000,000 up to and including USD 2,000,000
Chairman	Above USD 2,000,000 up to and including USD 3,000,000
Board of Directors	Above USD 3,000,000

Transactions for specific purposes shall require approval by the Audit Committee and resolution by the Board of Directors before the relevant units may be authorized to proceed.

(V) Aggregate Contract Amount

The aggregate outstanding contract amount for hedging transactions shall be limited to the exposure positions arising from the Company's business

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operations.

The aggregate outstanding contract amount for specific-purpose transactions shall not exceed 10% of the Company's operating revenue for the most recent quarter.

(VI) Loss Limits

The loss limit for any individual contract or all contracts in aggregate for hedging transactions shall be 25% of the contract amount.
The loss limit for any individual contract or all contracts in aggregate for specific-purpose transactions shall be 10% of the contract amount.

(VII) Performance Evaluation

Hedging Transactions

Performance evaluation shall be based on the aggregate profit and loss of the hedged items and the corresponding hedging transactions.

Specific-purpose transactions

Performance evaluation shall be based on the aggregate profit and loss of the specific items and the corresponding specific-purpose transactions.

The finance unit shall regularly provide position valuations and market analyses to the Chief Financial Officer for management reference and direction.

(VIII) Periodic Assessment

Positions held in derivative financial instrument transactions shall be assessed at least once per week; Provided, however, that hedging transactions conducted for business purposes shall be assessed at least twice per month, and the assessment reports thereof shall be submitted to senior management personnel authorized by the Board of Directors.

II. Risk Management

(I) Credit Risk

Counterparties shall primarily be well-established domestic and foreign financial institutions, and their credit ratings shall be taken into consideration as a matter of principle.

(II) Market Risk

The risk of market value fluctuations in derivative financial instruments resulting from changes in interest rates, exchange rates, or other factors shall be controlled and managed in accordance with Paragraph 1, Subparagraph 6.

(III) Liquidity Risk

Financial products transacted shall be of a widely traded nature such that reverse offset position may be established in the market at any time. Financial institutions entrusted to execute transactions must possess sufficient information and capability to conduct transactions in any market.

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(IV) Cash Flow Risk

Derivative financial instrument transactions shall take into account the projected cash flows generated by the transacted instruments over the transaction period, and adequate working capital shall be ensured to meet the corresponding settlement requirements.

(V) Operational Risk

Personnel engaged in derivative financial instrument transactions shall adhere to the segregation of duties set forth in Paragraph 1, Subparagraph 3 to mitigate operational risk.
Personnel responsible for risk measurement, monitoring, and control shall belong to a department separate from the personnel referenced in Paragraph 1, Subparagraph 3, and shall report to the Board of Directors or to senior management personnel who bear no responsibility for trading or position decisions.

(VI) Legal Risk

Documents to be executed with financial institutions shall be reviewed by qualified personnel, including finance, legal, or external legal counsel, prior to formal execution in order to mitigate legal risk.

III. Internal Audit

(I) A log shall be maintained for derivative financial instrument transactions, and relevant matters shall be recorded in accordance with applicable laws and regulations.

(II) The internal audit unit shall periodically assess the adequacy of internal controls over derivative financial instrument transactions and shall conduct monthly audits of the trading department's compliance with the procedures governing derivative financial instrument transactions, issuing audit reports accordingly. Upon discovery of any material violations, written notification shall be provided to the Audit Committee and each independent director.

IV. Board of Directors Oversight Principles

(I) The board of directors shall periodically evaluate whether the performance of derivative financial instrument transactions is consistent with the Company's established operating strategies and whether the risks assumed remain within the Company's acceptable risk tolerance.

(II) The board of directors shall authorize senior management personnel to manage derivative financial instrument transactions in accordance with the following principles:

Periodically assess whether the risk management measures currently in use are appropriate and that transactions are being conducted in strict compliance with these Procedures.
Monitor trading activities and profit and loss positions; upon discovery of any abnormalities, necessary response measures shall be taken and the board of directors shall be notified immediately, with independent directors in

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attendance to express their opinions.

(III) Derivative financial instrument transactions conducted by authorized personnel pursuant to these Procedures shall be subsequently reported to the board of directors at its next meeting.

Article 13 Assets acquired or disposed of by the Company through merger, demerger, acquisition, or share transfer in accordance with applicable law shall, in addition to compliance with these Procedures, be conducted in accordance with the Business Mergers and Acquisitions Act and the competent authority's Regulations Governing the Acquisition and Disposal of Assets by Public Companies.

Article 14 Where an asset acquisition or disposal by the Company is required under these Procedures or other applicable laws to be approved by the board of directors, and any director expresses a dissenting opinion with a recorded or written statement, the Company shall also forward the director's dissenting opinion to the Audit Committee. When asset acquisition or disposal transactions are submitted to the board of directors for discussion pursuant to the preceding paragraph, the opinions of all independent directors shall be given full consideration; any dissenting or qualified opinions expressed by independent directors shall be recorded in the minutes of the board meeting.

Material asset or derivative financial instrument transactions of the Company shall require approval by more than one-half of all members of the Audit Committee before being submitted to the board of directors for resolution. Where approval by more than one-half of all members of the Audit Committee is not obtained, the transaction may nonetheless proceed upon approval by two-thirds or more of all directors, provided that the resolution of the Audit Committee shall be recorded in the minutes of the board meeting.

Article 15 Public Disclosure

The items, thresholds, deadlines, and procedures for public announcement and reporting of asset acquisitions and disposals by the Company shall be conducted in accordance with the relevant regulations of the competent authority. Where an asset acquisition or disposal by the Company falls under any of the following circumstances, the relevant information shall be publicly announced and reported on the website designated by the Commission within two days from the date on which the transaction occurs, using the prescribed format appropriate to the nature of the transaction:

I. Acquisitions or disposals of real property or right-of-use assets thereof from or to a related party, or acquisitions or disposals of assets other than real property or right-of-use assets thereof from or to a related party where the transaction amount reaches 20% or more of the Company's paid-in capital, 10% or more of total assets, or NT$300 million or more; provided, however, that this requirement shall not apply to purchases and sales of domestic government bonds, bonds with repurchase or reverse repurchase agreements, and subscriptions or redemptions of money market funds issued by domestic securities investment trust enterprises.

II. Mergers, demergers, acquisitions, or share transfers.

III. Losses on derivative financial instrument transactions reaching the loss limit for all contracts in aggregate or for any individual contract as stipulated in the prescribed procedures.

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IV. Acquisitions or disposals of equipment or right-of-use assets thereof for operational use where the counterparty is not a related party and the transaction amount reaches NT$500 million or more.

V. Acquisitions of real property through owner-built construction on company-owned land, owner-built construction on leased land, joint construction with separate allocation of units, joint construction with revenue sharing, or joint construction with separate sales, where the counterparty is not a related party and the transaction amount the Company expects to commit reaches NT$500 million or more.

VI. Asset transactions other than those described in the preceding five subparagraphs, disposals of claims by financial institutions, or investments in Mainland China, where the transaction amount reaches 20% or more of the Company's paid-in capital or NT$300 million or more. Provided, however, that the following shall be exempt from this requirement:

(I) Purchases and sales of domestic government bonds or foreign government bonds with a credit rating no lower than the sovereign credit rating of the Republic of China.

(II) Purchases and sales of bonds with repurchase or reverse repurchase agreements, and subscriptions or redemptions of money market funds issued by domestic securities investment trust enterprises.

The transaction amounts referenced in the preceding paragraph shall be calculated as follows:

I. The amount of each individual transaction.

II. The cumulative amount of transactions involving acquisitions or disposals of assets of the same nature with the same counterparty within one year.

III. The cumulative amount of acquisitions or disposals (calculated separately for acquisitions and disposals) of real property or right-of-use assets thereof under the same development project within one year.

IV. The cumulative amount of acquisitions or disposals (calculated separately for acquisitions and disposals) of the same security within one year.

For purposes of the preceding paragraph, the term "within one year" shall be measured retroactively from the date on which the current transaction occurs, and any amounts previously announced in accordance with these Procedures shall be excluded from the calculation.

The Company shall, by the tenth day of each month, input into the information reporting website designated by the securities competent authority the details of derivative financial instrument transactions conducted by the Company and its subsidiaries that are not domestic public companies through the end of the preceding month, using the prescribed format.

Where any item required to be publicly announced by the Company contains an error or omission necessitating correction, the Company shall re-announce and re-report all required items within two days from the date on which such error or omission is discovered.

The Company shall retain at its registered office all relevant contracts, meeting minutes, logs, valuation reports, and written opinions of certified public accountants, attorneys, or securities underwriters pertaining to asset acquisitions and disposals, and shall preserve such documents for a minimum of five years unless otherwise required by applicable law.

Where, following a transaction publicly announced and reported by the Company pursuant to

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the preceding article, any of the following circumstances arises, the relevant information shall be publicly announced and reported on the website designated by the Commission within two days from the date on which the circumstance occurs:

I. Any amendment, termination, or rescission of a contract executed in connection with the original transaction.

II. Failure to complete a merger, demerger, acquisition, or share transfer in accordance with the schedule stipulated in the contract.

III. Any amendment to the content of the original public announcement and report.

Article 16 The Company's subsidiaries shall comply with the following requirements:

I. When acquiring or disposing of assets, subsidiaries shall act in accordance with the Company's Procedures, or in accordance with their own separately established procedures for the acquisition and disposal of assets.

II. Procedures for the acquisition and disposal of assets established by subsidiaries shall be formulated in accordance with the relevant provisions of the Regulations Governing the Acquisition and Disposal of Assets by Public Companies, approved by the subsidiary's board of directors, and submitted to the subsidiary's shareholders' meeting for ratification; the same applies upon any amendment thereto.

III. Where a subsidiary that is not a domestic public company engages in an asset acquisition or disposal that meets the public announcement and reporting thresholds stipulated in Article 15, such announcement and reporting shall be made by the Company on the subsidiary's behalf.

IV. For the subsidiaries referenced in the preceding subparagraph, the applicable public announcement and reporting thresholds under Article 15 that reference paid-in capital or total assets shall be determined by reference to the paid-in capital or total assets of the Company.

V. Where the Company's shares have no par value or have a par value other than NT$10 per share, the transaction amount threshold of 20% of paid-in capital referenced in these Procedures shall be calculated as 10% of equity attributable to owners of the parent company.

Article 17 Penalties

Employees of the Company who violate these Procedures in connection with asset acquisitions or disposals shall be subject to disciplinary action in accordance with the Company's relevant personnel regulations.

Article 18 Implementation and Amendment

The Company's Procedures for the Acquisition and Disposal of Assets shall be established upon approval by more than one-half of all members of the Audit Committee, resolved by the board of directors, and submitted to the shareholders' meeting for ratification; the same applies upon any amendment thereto. Where approval by more than one-half of all members of the Audit Committee is not obtained, the transaction may nonetheless proceed upon approval by two-thirds or more of all directors, provided that the resolution of the Audit Committee shall be recorded in the minutes of the board meeting. Where any director expresses a dissenting opinion

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with a recorded or written statement, the Company shall also forward the director's dissenting opinion to the Audit Committee.

When the Procedures for the Acquisition and Disposal of Assets are submitted to the board of directors for discussion pursuant to the preceding paragraph, the opinions of all independent directors shall be given full consideration; any dissenting or qualified opinions expressed by independent directors shall be recorded in the minutes of the board meeting.

Article 19 Supplementary Provisions

Any matters not addressed in these Procedures shall be handled in accordance with applicable laws and regulations.

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[Appendix 4]

uPI Semiconductor Corp.

Shareholdings of the Directors

The Company's paid-in capital amount is NT$1,054,839,890 and the number of issued shares is 105,483,989 shares. (Exercised employee stock options totaling 16,000 shares have not yet been registered for change.)
According to Article 26 of the Securities and Exchange Act, the minimum number of shares to be held by all directors of the Company is 8,000,000 shares.
As of the date for suspending the share transfer for this shareholders' meeting, the shareholding of individual and all directors stipulated in the shareholders' roster is as follows:

Shareholding record date: March 22, 2026

Title	Name	Date of election / appointment	Number of shares held	Shareholding ratio
Chairman	ASUSTeK Computer Inc. institutional representative: S.Y. Hsu	2024.7.18	20,135,968	19.09%
Vice Chairman	Tie-Min Chen	2024.7.18	0	-
Director	ASUSTeK Computer Inc. institutional representative: Albert Chang	2024.7.18	20,135,968	19.09%
Director	ASUSTeK Computer Inc. institutional representative: Nick Wu	2024.7.18	20,135,968	19.09%
Director	YAGEO Corp. institutional representative: Daniel Huang	2024.7.18	21,009,000	19.92%
Director	YAGEO Corp. institutional representative: Eddie Chen	2024.7.18	21,009,000	19.92%
Independent Director	Wan-Wan Lin	2024.7.18	0	-
Independent Director	Ta-Sheng Chiu	2024.7.18	0	-
Independent Director	Shiou-Lian Lin	2024.7.18	0	-
Total number of shares held by all directors			41,144,968	39.01%

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[Appendix 5]

Other Explanatory Information

Explanation of the acceptance of shareholders’ right to submit proposals at the current year’s shareholders’ meeting:

According to Article 172-1 of the Company Act, shareholder(s) holding 1 percent or more of the total number of outstanding shares of the company may submit a motion in writing to the Company’s General Meeting of Shareholders. A single proposal is to be limited to one item of 300 words, and no proposal containing more than one item or exceeding 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the General Meeting of Shareholders and take part in discussion of the proposal.
The period for accepting shareholders’ proposals at this session of the General Meeting of Shareholders: from March 6, 2026 to March 16, 2026, and this has been announced on the Market Observation Post System in accordance with the law.
The Company did not receive any shareholders’ proposals during the aforesaid period.

uPI Semiconductor Corp. Headquarters

TEL: +886-3-560-1666 FAX: +886-3-560-1888

9F, No.5, Taiyuan 1st St., Zhubei City, Hsinchu County 302, Taiwan, R.O.C.

Taipei Sales Office

TEL: +886-2-8751-2062 FAX: +886-2-8751-5064

12F-5, No. 408, Ruiguang Rd., Neihu District, Taipei 114, Taiwan, R.O.C.

Notice to Readers

If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language version shall prevail.

AI assistant

uPI — AGM Information 2026

52616_rns_2026-04-17_7e432cac-6209-4eb3-8fd8-8f16f7f1775f.pdf

20 ANNUAL GENERAL SHAREHOLDERS' MEETING

Agenda

Table of Contents

I. Meeting Procedures

II. Meeting Agenda

uPI Semiconductor Corp.

Meeting Agenda for the 2026 Annual General Shareholders’ Meeting

Report Items

Proposal 1

Proposal 2

Proposal 3

Proposal 4

Proposal 5

Ratification Items

Proposal 1

Proposal 2

Discussion Items

Proposal 1

Proposal 2

Extemporary Motions

Adjournment

uPI Semiconductor Corp.

2025 Business Report

uPI Semiconductor Corp.

Audit Committee’s Review Report of 2025

uPI Semiconductor Corp.

Remuneration paid to directors and independent directors

uPI Semiconductor Corp.

uPI Semiconductor Corp.

Sustainable Development Best Practice Principles (After Amendment)

Evaluation of inventories

Description

How our audit addressed the matter

Other matter – Parent company only financial reports

Responsibilities of management and those charged with governance for the consolidated financial statements

Auditors’ responsibilities for the audit of the consolidated financial statements

UPI SEMICONDUCTOR CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

Opinion

Basis for opinion

Key audit matters

Evaluation of inventories

Description

How our audit addressed the matter

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

UPI SEMICONDUCTOR CORP.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

uPI Semiconductor Corp.

Statement of Earnings Distributions

uPI Semiconductor Corp.

Comparison Table of Rules and Procedures of Shareholders Meetings

uPI Semiconductor Corp.

uPI Semiconductor Corp.

Articles of Incorporation

Chapter I: General Provisions

Chapter II: Shares

Chapter III: Shareholders' Meeting

Chapter IV: Directors and Audit Committee

Chapter V: Managers

Chapter VI: Accounting

Chapter VII: Supplementary Provisions

uPI Semiconductor Corp.

Rules and Procedures of Shareholders’ Meetings

(Before Amendment)

uPI Semiconductor Corp.

Procedures for Acquisition and Disposal of Assets

(Before Amendment)

Article 1 Objective

Article 2 Legal Basis

Article 3 Scope of Assets

Article 4

Article 5

Article 8 Procedures for the Acquisition and Disposal of Securities

uPI AGM Information 2026