VIA - AGM Information 2021 | FinancialReports.eu

TWSE 2388

==> picture [411 x 76] intentionally omitted <==

2021 Annual General Shareholders’ Meeting

Agenda Book

(Translation)

June 18, 2021

Pages Agenda for Annual Shareholders’ Meeting ...................................................................... 1 Report Items ........................................................................................................................ 2 Matters for Ratification ...................................................................................................... 3 Matters for Discussion ........................................................................................................ 5 Extemporary Motions ......................................................................................................... 5

Attachments

Attachment 1. 2020 Business Report ............................................................................ .6 Attachment 2. 2020 Audit Committee’s review report ................................................. 10 Attachment 3. 2020 Financial Statements ..................................................................... 11 Attachment 4. 2020 Table of Earnings Distribution…………………………………...31 Attachment 5. Comparison Table of Amended Articles of Incorporation……………..32

Appendices

Appendix 1: Shareholdings of Directors ....................................................................... 36 Appendix 2: Articles of Incorporation .......................................................................... 37 Appendix 3: Rules and Procedures of Shareholders’ Meeting ..................................... 43

VIA Technologies, Inc.

2021 Annual General Shareholders’ Meeting Agenda

I. Time: June 18, 2021 (Friday) at 9:00 a.m.

II. Venue: No. 205, Sec. 3, Beixin Rd., Xindian Dist., New Taipei City 231, Taiwan

(Hao-Dine Restaurant, Beixin Flagship Pavilion, Haojin Room)

III. Meeting procedure:

(1) Call Meeting to Order
(2) Chairman’s Address

(3) Report Items

2020 Business Report
2020 Audit Committee’s Review Report.
2020 Compensation Distribution for Employees and Directors.
(4) Matters for Ratification
Adoption of Fiscal 2020 Business Report and Financial Statements.
Adoption of Fiscal 2020 Retained Earnings Distribution.

(5) Matters for Discussion

Amendment of the Articles of Incorporation.
(6) Extemporary Motions
(7) Adjournment

Report Items

Report Item 1 Proposed by the Board of Directors

Proposal: 2020 Business Report. Please review.

Explanation:

Please refer to Attachment 1 on page 6-9 and Attachment 3 on page 11-30 of the Meeting Agenda.

Report Item 2 Proposed by the Board of Directors

Proposal: 2020 Audit Committee’s Review Report. Please review. Explanation:

Please refer to Attachment 2 on page 10 of the Meeting Agenda.

Report Item 3 Proposed by the Board of Directors

Proposal: 2020 Compensation Distribution for Employees and Directors. Explanation:

According to Article 20 of the Articles of Incorporation, if the Company is profitable in the current fiscal year, no less than 5% shall be allocated as employees’ compensation, and no more than 1% shall be allocated as the remuneration for directors.
The Company’s pre-tax profit before deducting 2020 compensation for employees and directors was NTD 5,281,463,518. In accordance with the Company’s Articles of Incorporation, the proposed distribution of employee compensation (including manager’s remuneration) is approximately 8.84% of pre-tax profit, totaling NTD466,618,923 in cash.; The director’s remuneration distribution is about 0.02% of pre-tax profit, which is NTD1,000,000 in cash.
The proposal was reviewed by the Remuneration Committee and approved by the Board of Directors.

Matters for Ratification

Ratification Proposal 1 Proposed by the Board of Directors

Proposal: Adoption of Fiscal 2020 Business Report and Financial Statements. Explanation:

The 2020 business report (please refer to Attachment 1 on page 6-9) and financial statements (please refer to Attachment 3 on page 11-30) have been approved by the board of directors on March 22, 2021, among which the financial statements were certified by CPA Shu-Lin Liu and CPA Chin-Chuan Shih of Deloitte & Touche. They believed that the financial statements presented fairly the financial position, business achievements and cash flows as at December 31, 2020, and issued an audit report with unqualified opinion, which submitted to the audit committee to be audited together with the business report.

Resolution:

Ratification Proposal 2 Proposed by the Board of Directors

Proposal: Adoption of Fiscal 2020 Retained Earnings Distribution. Explanation:

The Company's 2020 net profit after tax is NT$4,722,645,707, less the accumulated loss in the previous year of NTD1,161,852,896, and remeasure of the defined benefit plan is recognized as a retained earnings of NTD12,014,994, and setting aside 10% legal reserve NTD354,877,782 and special reserve NTD595,928,938, the distributable retained earnings is NTD 2, 597,971,097. Considering the use of funds and avoiding capital expansion, it is proposed to distribute cash dividend of NTD0.8 per share, with total amount of NTD395,516,753. After the distribution, the retained earnings at the end of the period is NTD2,202,454,344. Please see Attachment 4 on page 31 .
This cash dividend is calculated based on the distribution ratio. The unit shall be in NTD and decimals rounded up, and the total fractional amount less than NTD1 is recognized as other income.
In the event that the number of outstanding shares is changed due to changes in laws and regulations, adjustments by the competent authorities, treasury stock acquired/retired or the execution of employee stock option, etc., the distribution ratio shall be changed. It is proposed that Annual General Shareholders' Meeting shall fully authorized the chairman of the Board of Directors to handle and make adjustment accordingly.

Upon the approval of the Annual General Shareholders' Meeting, it is proposed that the chairman of the Board of Directors to be authorized to resolve the ex-dividend date and other relevant matters.
The proposal was reviewed by the Audit Committee and approved by the Board of Directors.

Resolution:

Matters for Discussion

Discussion Item 1 Proposed by the Board of Directors

Proposal: Amendment of the Articles of Incorporation. For your approval. Explanation:

Partial amendments to the Articles of Incorporation is proposed to accommodate with Company's operational planning. Please refer to Attachment 5 on page32-35 for Comparison Table of Amended Articles of Incorporation.

Resolution:

Extemporary Motions

Adjournment

Attachment 1

VIA Technologies, Inc. 2020 Business Report

The global economy was seriously affected by the COVID-19 pandemic in 2020 as well as climate change, growing tensions in the relationship between China and the US, and the accompanying trade war between the two nations. The disruptions caused by these factors have led to huge changes in people’s way of life throughout the world, with remote working and remote learning becoming the norm. Fortunately, VIA experienced limited operational impact from these changes during a year despite the serious economic difficulties that so many countries around the world experienced.

Revenues of the VIA Embedded Platform Division grew slightly in 2020 due to continued demand from existing OEM projects in the US market. In addition to laying the groundwork for a wide variety of new customized OEM projects, we also further expanded the presence that we have been building in the automotive market for many years. During the past year, we have seen steadily increasing market demand for autonomous vehicles and electric vehicles, as growing requirements for myriad AI applications and massive demand for cloud services.

On top of that, the COVID-19 pandemic has generated increased demand for last-mile delivery services, leading to a significant increase the market for safety assistance systems in transportation, logistics, and specialist vehicle sectors. We experienced particularly strong demand for products we developed for China’s large-scale construction vehicle market last year. The country’s extensive infrastructure development plans allowed us to exploit several niches for growth in which such vehicles were reaching the end of their ten-year replacement cycles. With its great potential, we believe that this segment will provide a strong source for shipment and operating profit growth as we continue to optimize our products to meet the needs of customers in this industry.

In respect to the VIA CPU Platform Division, we are continuing to provide customized design services as our main business. Our operating performance has maintained a moderate growth level, mainly due to continued strong demand from clients in China as they benefit from pandemic-driven changes in living and working styles in the stay-at-home economy. More importantly, we are activating our processor chipset and other IP assets to Shanghai Zhaoxin this year to help its technology upgrades and promote its development, bringing about NTD 7 billion in operating income. This represents a win-win transaction and will allow us to deepen our mutual cooperation.

Twelve years of unstinting hard work and dedication by the VIA Labs team has paid off with continued profitability and allowed this subsidiary to become successfully

listed on Christmas Eve, 2020, after a stringent review by the competent authorities of the Taiwan Stock Exchange. Rather than decreasing, the demand for laptops, game consoles, and peripheral devices continued to increase last year in response to pandemic-driven changes in people's lifestyles as remote work and learning boosted the stay-at-home economy. This fostered continuous shipment growth momentum for end-product shipments featuring solutions that VIA Labs had been planning for many years, including USB3, USB Type-C, and USB PD devices. Meanwhile, we took advantage of further opportunities to obtain orders from several important customers on the back of tensions in China-US trade relations that prompted some brands to transfer orders. As a result, VIA Labs saw its annual revenue growth exceed 30%.

Consolidated operating revenue in 2020 amounts to NTD 6,502,715 thousand. Net profit after tax attributable to the owners of the parent company is NTD 4,722,646 thousand. Based on the weighted average number of outstanding shares of 493,360 thousand shares, earnings per share is NT$9.57.

Item			2020	2019
Revenues and expenses	Operating revenue (NTD thousand)		6,502,715	5,527,213
	Operating income (NTD thousand)		2,055,534	1,775,706
	Net profit attributable to owners of theparent company (NTD thousand)		4,722,646	42,493
Profitability	Return on assets (%)		35.28	1.52
	Return on shareholders' equity (%)		66.61	2.29
	Percentage of paid-in capital (%)	Operating profit (loss)	(15.79)	(16.01)
		Net profit before tax	114.01	2.83
	Net profit margin (%)		74.50	1.63
	Earnings per share (NTD)		9.57	0.09

Business outlook

We see many good opportunities, including: the rise of Southeast Asian; the rapid development of Japan and South Korea in Northeast Asia, as well as continued growth in China. These are all powerful forces that cannot be ignored in the rise of the entire Asian market, which will drive the rapid development of technological innovation. This region will see increasingly rapid growth and will have the opportunity to compete with Europe and the United States. In surveying this trend, AI will play an extremely critical role in leading the market.

Although annual shipments of new cars have declined to less than 100 million worldwide, there are about 300 million commercial vehicles on the road in the aftermarket. This represents the first step for the VIA Embedded Platform Division to quickly enter the automotive market. To meet new market needs driven by 5G, AI, IoT technology and market trends, we are combining our innovative edge computing hardware and software integration capabilities with internal AI development, sensor fusion, and cloud technologies and services to bring unique value-added solutions to market.

With our advanced driver assistance and in-vehicle safety systems, we are targeting large commercial fleet, small and medium-sized passenger vehicle, and smart logistics segments. By assisting our customers to accelerate the development and deployment of innovative transportation solutions and services, we will enable them to strengthen their competitive advantage and also improve our own operational performance. In addition, will provide additional services in line with the requirements of government policies mandating the importance of driving safety and insurance premium management as well as emerging business models for mobile in-vehicle cloud services such as ride sharing and fleet management for applications such vehicle tracking, asset management, and driver behavior monitoring through real-time data collection and analysis. These trends will foster the more widespread use of our safety assistance systems and gradually generate new sources of revenue from our automotive business. Our performance will grow based on China's continuing infrastructure plans, the ten-year replacement of large-scale machinery and vehicles, and market demand for forklifts as other opportunities being generated by the work-from-home economy. We expect that both the Chinese and Japanese markets will stand as the main sources of high revenue growth.

In addition, we will also continue the development of AI chipsets, advanced server processors, and related products to meet future market needs. Regarding the VIA CPU Platform Division’s continued provision of back-end services, we are confident that this will bring considerable growth momentum from the existing Chinese market. The division will also continue to expand and develop new customer groups in other markets.

Our subsidiary, VIA Labs, has long adhered to satisfying user needs as its starting point, with a commitment to providing practical and professional technology and design. We continuously launch new products to bring consumers greater convenience via high-speed data transmission. New products related to USB4 technology should enter mass production in the second half of 2021. VIA Labs has long had a high penetration rate in the USB Type-C and high-speed data transmission markets. At the same time, we are optimistic about the development of 5G and AI. Driven by the work-from-home trend resulting from the pandemic, we anticipate greater demand to boost revenue growth. In response to the problem of tight chip packaging and testing capacity, we also continue to communicate with upstream manufacturers to strive for sufficient capacity, and at the same time effectively manage the supply and allocation of chip inventory to meet key customer needs. In

this way, VIA Labs and its customers can maintain a win-win situation to ensure continued revenue growth.

History witnessed a watershed year in 2020, and it also marked a significant period for our VIA Technologies Group. The listing of our VIA Labs subsidiary represents an important milestone. Looking forward to the new year, our entire Group shoulders the expectations of a greater number of shareholders. As a leading technology company, we must strive for innovation in both our products and our business models. In this way, we will provide the best service to our customers, become deeply rooted in their hearts, and strive alongside them to pursue growth and profitability. Our goal is to continue to drive employees to maintain discipline, integrity and positive beliefs, implement the Company's core values, and continue to generate revenue for the Group!

Chairman:Wen-Chi Chen CEO: Wen-Chi Chen Chief Accountant: Bao-Huei Chen

March 22, 2021

Attachment 2

VIA Technologies, Inc. Audit Committee’s Review Report

The Board of Directors has prepared the Company's 2020 business report and financial statements, among which the financial statements were certified by Deloitte & Touche, and issued an audit report with unqualified opinion. The

above-mentioned business report and financial statements are approved by the Audit Committee, and it is considered that there is no disagreement. According to relevant requirements of Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

VIA Technologies, Inc. Chairman of the Audit Committee

Ti-Hsiang Wei

March 22, 20201

Attachment 3

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders VIA Technologies, Inc.

Opinion

We have audited the accompanying consolidated financial statements of VIA Technologies, Inc. and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

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, 2020 and 2019, 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, International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant 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 judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters of the consolidated financial statements for the year ended December 31, 2020 are as follows:

Revenue Recognition

Revenue from the sale of goods is recognized when significant risks and control are transferred to the customers. Technical service revenue is recognized when performance obligations of service are fulfilled and the amount of revenue can be reasonably measured. The revenue from specific products amounted to $1,229,211 thousand in 2020; such amount accounted for 19% of operating revenue, which is material to the consolidated financial statements. Therefore, recognition of revenue from the specific products was deemed to be a key audit matter.

For the accounting policy on revenue recognition, refer to Note 4.

We understood and tested the effectiveness of the design and the implementation of internal controls with respect to revenue recognition of specific products. We verified the consistency between the accounting treatment of sales for specific products and the policy on revenue recognition. We selected samples of revenue from the aforementioned products to confirm that revenue transactions had indeed occurred.

Transfer of Intangible Assets

As stated in Note 35 to the consolidated financial statements, the Group entered into an agreement with Shanghai Zhaoxin Semiconductor Co., Ltd. for the transfer of intellectual property rights related to chipsets and processors for $7,330,562 thousand (US$257,393 thousand) on October 26, 2020. The transaction price involves management’s judgment, and the transaction amount accounted for as much as 40% of total assets on December 31, 2020. Therefore, the transfer of intangible asset was deemed to be a key audit matter.

Our audit procedures performed were as follows:

We reviewed the minutes of board meetings to confirm that the proposal for the transfer of intangible assets had been properly approved.
We reviewed the contract on the transfer of intangible assets to identify the obligations of the Group in accordance with the contract requirements, and assessed the payment ability and intention of Shanghai Zhaoxin Semiconductor Co., Ltd.
We verified that revenue recognized from the transfer of intangible assets complied with IFRS 15 and IAS 38.

Other Matters

We have also audited the parent company only financial statements of VIA Technologies, Inc. as of and for the years ended December 31, 2020 and 2019 on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Shu-Lin Liu and Chin-Chuan Shih.

Deloitte & Touche Taipei, Taiwan Republic of China March 22, 2021

Notice to Readers

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

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. 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 independent auditors’ report and consolidated financial statements shall prevail.

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Financial assets at amortized cost - current (Notes 4 and 9) Accounts receivable, net (Notes 4 and 10) Accounts receivable - related parties (Notes 4, 10 and 35) Other receivables (Notes 4, 10, 31 and 35) Inventories (Notes 4, 5 and 11) Other current assets (Note 19) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 36) Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) Investments accounted for using the equity method (Notes 4 and 14) Property, plant and equipment (Notes 4, 15 and 36) Right-of-use assets (Notes 4, 16 and 36) Investment properties, net (Notes 4, 5, 17 and 36) Intangible assets (Notes 4 and 18) Deferred tax assets (Notes 4 and 28) Refundable deposits (Note 19) Other financial assets - non-current (Notes 4, 12 and 36) Other assets - non-current (Note 19) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Financial liabilities at fair value through profit or loss - current (Notes 4 and 7) Notes payable (Note 21) Accounts payable (Note 21) Accounts payable - related parties (Notes 21 and 35) Other payables (Notes 22 and 35) Current tax liabilities (Notes 4 and 28) Provisions - current (Notes 4 and 23) Lease liabilities - current (Notes 4, 16 and 35) Current portion of long-term borrowings (Note 20) Temporary receipts Other current liabilities (Note 22) Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Note 20) Long-term bills payable (Note 20) Deferred tax liabilities (Notes 4 and 28) Lease liabilities - non-current (Notes 4, 16 and 35) Long-term borrowings - related parties (Note 35) Net defined benefit liabilities (Notes 4 and 24) Credit balance of investments accounted for using the equity method (Notes 14 and 22) Other non-current liabilities (Note 22) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 25) Share capital Capital collected in advance Capital surplus Retained earnings (accumulated deficits) Other equity Total equity attributable to owners of the Company NON-CONTROLLING INTERESTS (Note 25) Total equity TOTAL		2020 Amount % $ 4,351,660 24 151,811 1 60,000 - 426,138 2 3,281 - 7,387,647 40 841,016 5 184,362 1 13,405,915 73 171,600 1 110,354 1 234,022 1 2,019,429 11 277,940 1 1,888,919 10 58,025 - 14,879 - 123,137 1 112,044 1 25,786 - 5,036,135 27 $ 18,442,050 100 $ - - 541 - 521,713 3 19,286 - 1,456,445 8 748,868 4 10,332 - 73,666 - 120,000 1 1,441 - 104,355 1 3,056,647 17 1,725,000 9 1,189,101 6 200,383 1 132,168 1 96,925 1 339,947 2 1,081,258 6 46,194 - 4,810,976 26 7,867,623 43 4,933,034 27 18,824 - 1,168,504 6 3,548,777 19 (370,709) (2) 9,298,430 50 1,275,997 7 10,574,427 57 $ 18,442,050 100		2019
				Amount % $ 2,531,104 27 166,529 2 130,197 2 391,275 4 24,438 - 55,968 1 817,444 9 109,297 1 4,226,252 46 60,698 1 116,146 1 437,093 5 2,025,977 22 340,054 4 1,852,008 20 29,083 - 11,162 - 51,920 - 115,912 1 - - 5,040,053 54 $ 9,266,305 100 $ 3,107 - 2,845 - 307,673 3 16,752 - 966,883 10 41,228 1 9,479 - 97,294 1 1,639,391 18 513 - 153,909 2 3,239,074 35 930,000 10 - - 195,461 2 183,979 2 276,862 3 325,974 4 129,460 1 12,737 - 2,054,473 22 5,293,547 57 4,933,034 53 - - 113,696 1 (1,161,854) (12) (354,772) (4) 3,530,104 38 442,654 5 3,972,758 43 $ 9,266,305 100

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

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 26 and 35) OPERATING COSTS (Notes 11, 24, 27 and 35) GROSS PROFIT OPERATING EXPENSES (Notes 10, 24, 27 and 35) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit loss Total operating expenses LOSS FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 14, 27 and 35) Interest income Other income Other gains and losses Finance costs Share of profit or loss of associates Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 28) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Notes 24 and 25) Items that will not be reclassified subsequently to profit or loss Remeasurement of defined benefit plans Unrealized gain or loss on investments in equity instruments at fair value through other comprehensive income		2020 Amount % $ 6,502,715 100 4,447,181 68 2,055,534 32 654,752 10 485,615 8 1,693,635 26 452 - 2,834,454 44 (778,920) (12) 15,676 - 137,916 2 6,315,536 97 (54,492) (1) (10,737) - 6,403,899 98 5,624,979 86 (780,145) (12) 4,844,834 74 (11,935) - (14,444) -		2019
				Amount % $ 5,527,213 100 3,751,507 68 1,775,706 32 755,137 14 505,197 9 1,304,009 24 1,228 - 2,565,571 47 (789,865) (15) 37,259 1 216,689 4 35,561 1 (55,601) (1) 695,478 12 929,386 17 139,521 2 (49,526) (1) 89,995 1 (50,502) (1) (389) - (Continued)

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit or loss Exchange differences on translating foreign operations Share of the other comprehensive income (loss) of associates Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR NET PROFIT ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS PER SHARE (Note 29) From continuing operations Basic Diluted		2020 Amount % $ (23,943) - 22,193 - (28,129) - $ 4,816,705 74 $ 4,722,646 72 122,188 2 $ 4,844,834 74 $ 4,694,694 72 122,011 2 $ 4,816,705 74 $ 9.57 $ 9.36		2019
				Amount % $ (116,567) (2) (10,538) - (177,996) (3) $ (88,001) (2) $ 42,493 1 47,502 1 $ 89,995 2 $ (134,372) (3) 46,371 1 $ (88,001) (2) $ 0.09 $ 0.09
				$

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

(Concluded)

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2019 Net profit for the year ended December 31, 2019 Other comprehensive income (loss) for the year ended December 31, 2019 Total comprehensive income (loss) for the year ended December 31, 2019 Cash dividends distributed by the subsidiary Changes in capital surplus from investments in associates Share-based payment transaction (Note 30) Changes in percentage of ownership interests in the subsidiary (Note 31) Recognition of employee share options issued by the subsidiary (Note 30) BALANCE AT DECEMBER 31, 2019 Net profit for the year ended December 31, 2020 Other comprehensive loss for the year ended December 31, 2020 Total comprehensive income (loss) for the year ended December 31, 2020 Cash dividends distributed by the subsidiary Changes in capital surplus from investments in associates Share-based payment transaction (Note 30) Issuance of stock from exercise of employee stock options Changes in percentage of ownership interests in the subsidiary (Note 31) Recognition of employee share options issued by the subsidiary (Note 30) BALANCE AT DECEMBER 31, 2020	Equity Attributable to Owners of the Company Other Equity Share Capital Capital Collected in Advance Capital Surplus Retained Earnings (Accumulated Deficits) Exchange Differences on Translating Foreign Operations Unrealized Gain or Loss on Financial Assets at Fair Value Through Other Comprehensive Income Total Equity Attributable to Owners of the Company Non-controlling Interests $ 4,933,034 $ - $ 11,144 $ (1,153,913) $ (228,219) $ (122) $ 3,561,924 $ 322,575 - - - 42,493 - - 42,493 47,502 - - - (50,434) (126,954) 523 (176,865) (1,131) - - - (7,941) (126,954) 523 (134,372) 46,371 - - - - - - - (19,950) - - 2,517 - - - 2,517 - - - 22,624 - - - 22,624 - - - 77,226 - - - 77,226 93,564 - - 185 - - - 185 94 4,933,034 - 113,696 (1,161,854) (355,173) 401 3,530,104 442,654 - - - 4,722,646 - - 4,722,646 122,188 - - - (12,015) (5,688) (10,249) (27,952) (177) - - - 4,710,631 (5,688) (10,249) 4,694,694 122,011 - - - - - - - (66,664) - - 2,793 - - - 2,793 - - - 39,776 - - - 39,776 - - 18,824 - - - - 18,824 - - - 1,009,033 - - - 1,009,033 776,369 - - 3,206 - - - 3,206 1,627 $ 4,933,034 $ 18,824 $ 1,168,504 $ 3,548,777 $ (360,861) $ (9,848) $ 9,298,430 $ 1,275,997	Total Equity $ 3,884,499 89,995 (177,996) (88,001) (19,950) 2,517 22,624 170,790 279 3,972,758 4,844,834 (28,129) 4,816,705 (66,664) 2,793 39,776 18,824 1,785,402 4,833 $ 10,574,427
	Share Capital Capital Collected in Advance Capital Surplus Retained Earnings (Accumulated Deficits) $ 4,933,034 $ - $ 11,144 $ (1,153,913) - - - 42,493 - - - (50,434) - - - (7,941) - - - - - - 2,517 - - - 22,624 - - - 77,226 - - - 185 - 4,933,034 - 113,696 (1,161,854) - - - 4,722,646 - - - (12,015) - - - 4,710,631 - - - - - - 2,793 - - - 39,776 - - 18,824 - - - - 1,009,033 - - - 3,206 - $ 4,933,034 $ 18,824 $ 1,168,504 $ 3,548,777

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

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expense Amortization expense Expected credit loss recognized on accounts receivable Finance costs Interest income Dividend income Compensation costs of employee share options Share of profit or loss of associates Loss on disposal of property, plant and equipment Gain on disposal of intangible assets Gain on disposal of subsidiaries Gain on changes in fair value of investment properties Gain on lease modification Changes in operating assets and liabilities Financial assets mandatorily classified as at fair value through profit or loss Accounts receivable Accounts receivable - related parties Other receivables Inventories Other current assets Other non-current assets Financial liabilities at fair value through profit or loss Notes payable Accounts payable Accounts payable - related parties Other payables Provisions Other current liabilities (included temporary receipts) Net defined benefit liabilities Other non-current liabilities Cash generated from (used in) operations Interest received Dividend received Interest paid Income tax paid Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at fair value through other comprehensive income	2020 $ 5,624,979 245,740 36,679 452 54,492 (15,676) (3,217) 44,609 10,737 7,394 (6,365,801) (12,963) (11,750) (4,772) (65,859) (35,315) 21,157 15,967 (23,572) (75,103) (25,786) (3,107) (2,304) 214,040 2,534 442,185 853 (48,626) 2,038 (4,109) 25,896 16,318 3,217 (54,937) (73,843) (83,349) (8,652)	2019 $ 139,521 254,243 34,263 1,228 55,601 (37,259) (4,304) 22,903 (695,478) 4,544 (21,491) - (42,480) (15) (16,683) (3,407) (8,922) (12,464) (160,385) 3,970 - 2,014 325 (33,469) (2,468) 35,655 3,382 6,953 5,166 4,109 (464,948) 37,761 4,304 (54,448) (11,182) (488,513) (18,506) (Continued)

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Purchase of financial assets at amortized cost Proceeds from sale of financial assets at amortized cost Acquisition of the investment accounted for using the equity method Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Payments for intangible assets Proceeds from disposal of intangible assets Payments for investment properties Increase in other financial assets Dividend received from associates Net cash generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in long-term bills payable Decrease in long-term bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Increase in guarantee deposits Decrease in guarantee deposits Decrease in other payables - related parties Repayment of the principal portion of lease liabilities Proceeds from exercise of employee share options Partial disposal of interests in the subsidiary without a loss of control (Note 31) Dividends paid to non-controlling interests Net cash generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2020 $ (55,734) 125,931 - (121,888) 1,172 (87,373) 15,956 (40,666) 142,400 (160) - 186,995 157,981 278,000 (72,000) 928,000 (669,000) 37,521 (105) (184,245) (103,434) 18,824 1,625,276 (66,664) 1,792,173 (46,249) 1,820,556 2,531,104 $ 4,351,660	2019 $ (165,942) 217,576 (5,267) (74,554) 1,280 (20,977) 1,037 (29,017) - (758) (118,908) 745,988 531,952 40,000 (256,000) 870,000 (254,000) 2,103 (1,313) - (95,917) - 170,790 (19,950) 455,713 (29,422) 469,730 2,061,374 $ 2,531,104

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

(Concluded)

Attachment 3

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders VIA Technologies, Inc.

Opinion

We have audited the accompanying parent company only financial statements of VIA Technologies, Inc. (the “Company”), which comprise the parent company only balance sheets as of December 31, 2020 and 2019, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the 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 accompanying parent company only financial position of the Company as of December 31, 2020 and 2019, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the parent company only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant 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 judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters of the parent company only financial statements for the year ended December 31, 2020 are as follows:

Revenue Recognition

Revenue from the sale of goods is recognized when significant risks and control are transferred to the customers. Technical service revenue is recognized when performance obligations of service are fulfilled and the amount of revenue can be reasonably measured. The revenue from specific customers amounted to $106,937 thousand in 2020; such amount accounted for 7% of operating revenue. The revenue from specific customers increased significantly from the prior year. Therefore, recognition of revenue from the specific customers was deemed to be a key audit matter.

For the accounting policy of revenue recognition, refer to Note 4.

We understood and tested the effectiveness of the design and the implementation of internal controls with respect to revenue recognition of specific customers. We verified the consistency between the accounting treatment of sales to specific customers and the policy on revenue recognition. We selected samples of revenue from the aforementioned customers to confirm that revenue transactions had indeed occurred.

Evaluation of Investments Accounted for Using the Equity Method

As stated in Note 11 to the parent company only financial statements, as of December 31, 2020, the carrying amount of the investment in subsidiaries accounted for using the equity method was $9,738,896 thousand, representing 69% of the Company’s assets. For the year ended December 31, 2020, the amount of share of profit of subsidiaries was $5,073,427 thousand, representing 105% of the Company’s profit before income tax, which is material to the parent company only financial statements. Therefore, evaluation of investments in subsidiaries accounted for using the equity method was deemed to be a key audit matter.

In order to evaluate investments in subsidiaries accounted for using the equity method appropriately, we performed the audit procedures as follows:

We conducted our audits of the financial statements of subsidiaries in accordance with the auditing standards generally accepted in the Republic of China, the subsidiaries’ financial statements have been prepared in accordance with the same accounting principles as the Company.
We obtained the investments in subsidiaries accounted for using the equity method for the year ended December 31, 2020, reviewed the calculation by the Company and evaluated the accuracy and completeness of the recognition of investment gain or loss.

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 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 Financial Statements

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audits resulting in this independent auditors’ report are Shu-Lin Liu and Chin-Chuan Shih.

Deloitte & Touche Taipei, Taiwan Republic of China

March 22, 2021

Notice to Readers

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

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. 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 independent auditors’ report and financial statements shall prevail.

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Accounts receivable, net (Notes 4 and 8) Accounts receivable - related parties (Notes 4, 8 and 32) Other receivables (Notes 4, 8 and 32) Inventories (Notes 4, 5 and 9) Other current assets (Note 16) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 4, 7 and 33) Investments accounted for using the equity method (Notes 4 and 11) Property, plant and equipment (Notes 4, 12 and 33) Right-of-use assets (Notes 4 and 13) Investment properties, net (Notes 4, 5, 14 and 33) Intangible assets (Notes 4 and 15) Refundable deposits (Note 16) Other financial assets - non-current (Notes 4, 10 and 33) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Financial liabilities at fair value through profit or loss - current (Notes 4 and 7) Notes payable (Note 18) Accounts payable (Note 18) Accounts payable - related parties (Notes 18 and 32) Other payables (Notes 19 and 32) Current tax liabilities (Notes 4 and 25) Provisions - current (Notes 4 and 20) Lease liabilities - current (Notes 4 and 13) Current portion of long-term borrowings (Notes 17 and 33) Other current liabilities (Note 19) Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Notes 17 and 33) Long-term bills payable (Notes 17 and 33) Deferred tax liabilities (Notes 4 and 25) Lease liabilities - non-current (Notes 4 and 13) Net defined benefit liabilities (Notes 4 and 21) Other non-current liabilities (Notes 19 and 32) Total non-current liabilities Total liabilities EQUITY (Note 22) Share capital Advance receipts for share capital Capital surplus Retained earnings (accumulated deficits) Other equity Total equity TOTAL		2020 Amount % $ 242,313 2 150,016 1 24,100 - 78,210 - 1,048,467 7 503,634 4 87,674 1 2,134,414 15 58,851 1 9,759,494 69 787,974 6 8,556 - 1,178,132 8 13,592 - 25,086 - 112,044 1 11,943,729 85 $ 14,078,143 100 $ - - 541 - 241,669 2 27,912 - 839,354 6 87,076 1 6,989 - 5,500 - 120,000 1 52,323 - 1,381,364 10 1,725,000 12 1,189,101 9 137,237 1 2,286 - 336,791 2 7,934 - 3,398,349 24 4,779,713 34 4,933,034 35 18,824 - 1,168,504 8 3,548,777 25 (370,709) (2) 9,298,430 66 $ 14,078,143 100		2019
				Amount % $ 208,110 3 164,233 2 32,621 1 44,231 1 18,640 - 379,418 5 22,893 - 870,146 12 60,698 1 4,143,853 58 785,086 11 12,076 - 1,158,472 16 13,904 - 35,941 - 115,912 2 6,325,942 88 $ 7,196,088 100 $ 3,107 - 2,845 - 125,160 2 17,930 - 417,965 6 - - 6,156 - 7,994 - 1,639,391 23 48,082 1 2,268,630 32 930,000 13 - - 133,114 2 3,320 - 322,887 4 8,033 - 1,397,354 19 3,665,984 51 4,933,034 68 - - 113,696 2 (1,161,854) (16) (354,772) (5) 3,530,104 49 $ 7,196,088 100

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

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 23 and 32) OPERATING COSTS (Notes 9, 21, 24 and 32) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 21, 24 and 32) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses LOSS FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 11, 14, 24 and 32) Interest income Other income Other gains and losses Finance costs Share of profit of subsidiaries and associates Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 25) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) (Notes 21 and 22)		2020 Amount % $ 1,425,987 100 943,298 66 482,689 34 (2,811) - 4,520 - 484,398 34 96,267 7 393,864 28 1,029,137 72 1,519,268 107 (1,034,870) (73) 674 - 78,667 5 737,642 52 (42,691) (3) 5,074,423 356 5,848,715 410 4,813,845 337 (91,199) (6) 4,722,646 331		2019
				Amount % $ 1,128,454 100 718,325 64 410,129 36 (4,520) - 7,108 1 412,717 37 157,346 14 427,080 38 642,927 57 1,227,353 109 (814,636) (72) 2,152 - 77,805 7 27,790 2 (38,728) (3) 795,310 71 864,329 77 49,693 5 (7,200) (1) 42,493 4

(Continued)

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that will not be reclassified subsequently to profit or loss Remeasurement of defined benefit plans Share of remeasurement of defined benefit plans of subsidiaries Share of the other comprehensive income of subsidiaries accounted for using the equity method Items that may be reclassified subsequently to profit or loss Exchange differences on translating foreign operations Share of the other comprehensive loss of associates accounted for using the equity method Other comprehensive loss for the year, net of income tax TOTAL COMPREHENSIVE (LOSS) INCOME FOR THE YEAR EARNINGS PER SHARE (Note 26) From continuing operations Basic Diluted		2020 Amount % $ (12,172) (1) 157 - (10,249) (1) (5,684) - (4) - (27,952) (2) $ 4,694,694 329 $ 9.57 $ 9.36		2019
				Amount % $ (50,037) (5) (397) - 523 - (126,768) (11) (186) - (176,865) (16) $ (134,372) (12) $ 0.09 $ 0.09

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

(Concluded)

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Share Capital Advance Receipts for Share Capital Capital Surplus Accumulated Deficits BALANCE AT JANUARY 1, 2019 $ 4,933,034 $ - $ 11,144 $ (1,153,913) Net profit for the year ended December 31, 2019 - - - 42,493 Other comprehensive income (loss) for the year ended December 31, 2019 - - - (50,434) Total comprehensive income (loss) for the year ended December 31, 2019 - - - (7,941) Changes in capital surplus from investments in associates - - 2,517 - Share-based payment transaction (Note 27) - - 22,624 - Changes in percentage of ownership interests in the subsidiary (Note 28) - - 77,226 - Recognition of employee share options issued by the subsidiary - - 185 - BALANCE AT DECEMBER 31, 2019 4,933,034 - 113,696 (1,161,854) Net profit for the year ended December 31, 2020 - - - 4,722,646 Other comprehensive loss for the year ended December 31, 2020 - - - (12,015) Total comprehensive income (loss) for the year ended December 31, 2020 - - - 4,710,631 Issuance of ordinary shares under employee share options - 18,824 - - Changes in capital surplus from investments in associates - - 2,793 - Share-based payment transaction (Note 27) - - 39,776 - Changes in percentage of ownership interests in the subsidiary (Note 28) - - 1,009,033 - Recognition of employee share options issued by the subsidiary - - 3,206 - BALANCE AT DECEMBER 31, 2020 $ 4,933,034 $ 18,824 $ 1,168,504 $ 3,548,777	Other Equity Exchange Differences on Translating Foreign Operations Unrealized (Loss) Gain on Financial Assets at Fair Value Through Other Comprehensive Income $ (228,219) $ (122) - - (126,954) 523 (126,954) 523 - - - - - - - - (355,173) 401 - - (5,688) (10,249) (5,688) (10,249) - - - - - - - - - - $ (360,861) $ (9,848)	Total Equity $ 3,561,924 42,493 (176,865) (134,372) 2,517 22,624 77,226 185 3,530,104 4,722,646 (27,952) 4,694,694 18,824 2,793 39,776 1,009,033 3,206 $ 9,298,430

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

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expense Amortization expense Finance costs Interest income Dividend income Compensation costs of employee share options Share of profit of subsidiaries and associates Loss on disposal of property, plant and equipment Gain on disposal of intangible assets Unrealized gain on transactions with subsidiaries Realized gain on transactions with subsidiaries Gain on lease modification Gain on changes in fair value of investment properties Changes in operating assets and liabilities Financial assets mandatorily classified as at fair value through profit or loss Accounts receivable Accounts receivable - related parties Other receivables Inventories Other current assets Financial liabilities at fair value through profit or loss Notes payable Accounts payable Accounts payable - related parties Other payables Provisions Other current liabilities Net defined benefit liabilities Cash used in operations Interest received Dividend received Interest paid Income tax refunded (paid) Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of the investments accounted for using the equity method Capital reduction and withdrawal from the investments accounted for using the equity method Payments for property, plant and equipment	2020 $4,813,845 37,798 12,727 42,691 (674) (3,150) 39,776 (5,074,423) (108) (742,324) 2,811 (4,520) (5) (19,015) 16,064 8,521 (33,979) 1,035 (124,216) (64,819) (3,107) (2,304) 116,509 9,982 408,619 833 4,241 1,732 (555,460) 699 3,150 (42,911) 38 (594,484) (50,246) 89,370 (18,846)	2019 $ 49,693 36,990 24,843 38,728 (2,152) (4,241) 22,624 (795,310) 39 - 4,520 (7,108) - (35,439) (16,657) (16,483) 26,318 (85) 22,350 14,105 2,014 325 (40,243) (2,144) 37,503 59 (603) 2,544 (637,810) 2,185 4,241 (37,494) (13) (668,891) (71,565) 246,113 (10,369) (Continued)

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Payments for intangible assets Payments for investment properties Decrease (increase) in other financial assets Dividend received from subsidiaries Net cash generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in long-term bills payable Decrease in long-term bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Decrease in guarantee deposits Repayment of the principal portion of lease liabilities Partial disposal of interests in the subsidiary without a loss of control Exercise of employee share options Net cash generated from financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2020 $ 801 - 10,855 (11,676) (645) 3,868 132,056 155,537 278,000 (72,000) 928,000 (669,000) (99) (10,575) - 18,824 473,150 34,203 208,110 $ 242,313	2019 $ - (20,054) 904 (20,267) (758) (115,912) 70,410 78,502 40,000 (256,000) 870,000 (254,000) - (11,726) 170,790 - 559,064 (31,325) 239,435 $ 208,110

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

(Concluded)

Attachment 4

VIA Technologies, Inc.

2020

Table of Earnings Distribution

Currency:NTD

VIA Technologies, Inc. 2020 Table of Earnings Distribution	Currency:NTD

Items	Amount

Netprofit of 2020	4,722,645,707

Less: Accumulated deficits ofpreviousyears	(1,161,852,896)
Less: Remeasurements of defined benefit plans recognized
in retained earnings	(12,014,994)

Less: Legal reserve(10%)	(354,877,782)

Less: Special reserve	(595,928,938)

Earnings in 2020 available for distribution	2,597,971,097
Add: Unappropriated retained earnings ofpreviousyears	0
Retained earnings available for distribution as of
December 31, 2020	2,597,971,097

Distribution item:
Less: Cash dividend ( 0.80per share)	(395,516,753)

Retained earnings at the end of theperiod	2,202,454,344

Note: The number of shares for cash dividends is calculated on the basis of the actual number of outstanding shares 494,395,941 as of April 20, 2021.

Chairman: Wen-Chi Chen CEO: Wen-Chi Chen Chief Accountant: Bao-Huei Chen

Attachment 5

VIA Technologies Inc.

Comparison Table of Amended Articles of Incorporation

Amended article	Original article	Notes
Article 7 If the Company’s subscription price for employee stock options is lower than the closing price on grant date, or the price of treasury shares transferred to employees is lower than the average price of the Company’s repurchase of shares, which shall be carried out by the attendance of shareholders representing more than half of the total number of issued shares, and the consent of more than two-thirds of the voting rights of the present shareholders.	Article 7 Deleted	Amendment according to 「Regulations Governing the Offering and Issuance of Securities by Securities Issuers」and 「Regulations Governing Share Repurchase by Exchange-List ed and OTC-Listed Companies」
Article 11: When a shareholder is unable to attend the shareholders' meeting for whatever reason, that shareholder shallissue a power of attorney in accordance with Article 177 of the Company Law, appoint a proxy to attend the meeting, and follow the provisions of the"Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies".	Article 11: When a shareholder is unable to attend the shareholders’ meeting for whatever reason, that shareholder shallappoint a proxy to attend by offering company issued solicitation document stipulating the extent of the authorization with signature or company seal thereon.	Amended in accordance with Article 177 of the Company Law. `。`
	company seal thereon.

Article 14: The Company shall appointseven to nine directors by using the candidate nomination system, and the shareholders shall elect the directors from among the nominees for director. The directors shall be appointed for a three-year term and may be re-elected after the term. The aggregate shareholding	Article 14: The Company shall appointfive to seven directors by using the candidate nomination system, and the shareholders shall elect the directors from among the nominees for director. The directors shall be appointed for a three-year term and may be re-elected after the term. The aggregate shareholding	Add the number of director to meet future operational planning.

	Amended article	Originalarticle	Notes
	percentage of all of the directors shall comply with the laws and regulations of the competent authority. The Company shall appoint independent directors of no less than three in number and no less than one-fifth of the total number of directors. The professional qualifications, restrictions on both shareholding and concurrent positions held, determination of independence, method of nomination and other requirements with regard to the independent directors shall be set forth in accordance with the regulations of the competent authority. During the election, the non-independent and independent directors shall be elected at the same time, but in separately calculated numbers. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially as non-independent and independent directors according to their	percentage of all of the directors shall comply with the laws and regulations of the competent authority. The Company shall appoint independent directors of no less than three in number and no less than one-fifth of the total number of directors. The professional qualifications, restrictions on both shareholding and concurrent positions held, determination of independence, method of nomination and other requirements with regard to the independent directors shall be set forth in accordance with the regulations of the competent authority. During the election, the non-independent and independent directors shall be elected at the same time, but in separately calculated numbers. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially as non-independent and independent directors according to their
	Article 21: If there is a net profit in the final accounts of the Company, it shall be allocated in the following order: 1. Pay taxes. 2. Cover accumulated losses. 3. 10% shall be reserved as statutory reserve, but this is no longer necessary when the statutory reserve has reached the Company’s total amount of capital. 4. Special reserve shall be increased or rotated in accordance with the law.When a special reserve is appropriated for	Article 21: Considering the overall environment, long-term financial planning, and the aim to achieve sustainability and stable business development, the Company's dividend policy is set based on capital budgeting and funding needs, as well as shareholders’ interests and other factors. The shareholders’ dividends allocated shall not be lower than 10% of the distributable surplus. The method for allocation of shareholders’ dividends could be doneincashorstockdividends,	According to amendments of Articles 240 and 241 of the Company Act, the surplus shall be distributed incashafter

	Amended article		Originalarticle	Notes
	cumulative net debit balance reserves from prior period and cumulative net increases in fair value measurement of investment properties from prior period, the sum of net profit for current period and items other than net profit that are included directly in the unappropriated earnings for current period is used if the prior unappropriated earnings is not sufficient. 5. After the allocation in items 1-4, the BOD shall prepare the earnings distribution proposal with the accumulated unappropriated retained earnings of previous years. Considering the overall environment, long-term financial planning, and the aim to achieve sustainability and stable business development, the Company's dividend policy is set based on capital budgeting and funding needs, as well as shareholders’ interests and other factors. The shareholders’ dividends allocated shall not be lower than 10% ofthe net surplus of current year.The method for allocation of shareholders’ dividends could be done in cash or stock dividends, where the proportion of cash dividends should not be less than ten percent. Earning distribution isto be handled as follows: distributable dividends and bonuses in whole or in part may be paid in cash after a resolution has been adopted by a		where the proportion of cash dividends should not be less than ten percent. If there is a net profit in the final accounts of the Company, it shall be allocated in the following order: 1. Pay taxes. 2. Cover accumulated losses. 3. 10% shall be reserved as statutory surplus reserve, but this is no longer necessary when the statutory surplus reserve has reached the Company’s total amount of capital. 4. Special surplus reserve shall be increased or rotated in accordance with the law. 5. After the allocation in items 1-4, the BOD shall prepare the Surplus distribution case with the previous annual accumulation of undistributed surplusto present in the shareholders’meeting for resolution of distribution of shareholders'dividends and shareholder bonus.	the board of directors is authorized to do so by special resolution; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

	Amended article	Originalarticle	Notes
	majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting. If the Company distributes surplus earning in the form of new shares, it shall be handled in accordance with the Company Act by resolution of the shareholders meeting.
	Article 23: These Articles of Incorporation were drawn up on September 16, 1992. 1st amendment on January 4, 1994 2nd amendment on March 4, 1994 3rd amendment on October 20, 1994 4th amendment on February 14, 1995 5th amendment on June 20, 1995 6th amendment on December 2, 1995 7th amendment on April 3, 1998 8th amendment on June 16, 1999 9th amendment on June 22, 2000 10th amendment on June 22, 2001 11th amendment on June 28, 2002 12th amendment on June 27, 2003 13th amendment on June 17, 2004 14th amendment on June 13, 2005 15th amendment on June 12, 2006 16th amendment on June 13, 2008 17th amendment on June 21, 2013 18th amendment on June 2, 2015 19th amendment on June 24, 2016 20th amendment on June 21, 2019 21st amendment on June 18, 2021	Article 23: These Articles of Incorporation were drawn up on September 16, 1992. 1st amendment on January 4, 1994 2nd amendment on March 4, 1994 3rd amendment on October 20, 1994 4th amendment on February 14, 1995 5th amendment on June 20, 1995 6th amendment on December 2, 1995 7th amendment on April 3, 1998 8th amendment on June 16, 1999 9th amendment on June 22, 2000 10th amendment on June 22, 2001 11th amendment on June 28, 2002 12th amendment on June 27, 2003 13th amendment on June 17, 2004 14th amendment on June 13, 2005 15th amendment on June 12, 2006 16th amendment on June 13, 2008 17th amendment on June 21, 2013 18th amendment on June 2, 2015 19th amendment on June 24, 2016 20th amendment on June 21, 2019	Add the date of amendment in this Article.

Appendix 1 VIA Technologies, Inc.

Shareholdings of Directors (incl. Independent Directors)

I. The Company has paid-in capital of NT$4,943,959,410, with total of 494,395,941 shares issued.
II. The minimum numbers of shares required to be held by all directors in accordance with Article 26 of the Securities and Exchange Act is 16,000,000 shares.
III. The numbers of shares held by the all directors thereof respectively as recorded in the shareholders’ register as of the book closure date for that shareholders' meeting is 46,704,997 shares, the details are as follows:

April 20, 2021

Position	Name	Date of election	Term	Number of shares held at book closure date	Percentage of issued shares (%)
Chairman	Wen-Chi Chen	2019.06.21	3 years	7,353,682	1.49%
Director	Cher Wang	2019.06.21	3 years	34,629,196	7.00%
Director	Tzumu Lin	2019.06.21	3 years	4,722,119	0.96%
Director	Qun-Mao Liu	2019.06.21	3 years	0	0.00%
Independent Director	Ti-Hsiang Wei	2019.06.21	3 years	0	0.00%
Independent Director	Wei-Teh Hsu	2019.06.21	3 years	0	0.00%
Independent Director	Wen-Yuen Ken	2020.06.19	2 years	0	0.00%

Appendix 2 VIA Technologies, Inc. Articles of Incorporation

Chapter 1 General Provisions

Article 1: The Company is incorporated in accordance with the Company Act and registered and its business name shall be 威盛電子股份有限公司 in the Chinese language, and VIA Technologies, Inc. in the English language.

Article 2: The Company’s main business activities:

CC01060 Wired Communication Equipment and Apparatus Manufacturing
CC01070 Telecommunication Equipment and Apparatus Manufacturing
CC01080 Electronic Parts and Components Manufacturing
CC01110 Computers and Computing Peripheral Equipment Manufacturing
E605010 Computing Equipment Installation Construction
E603090 Illumination Equipment Construction
F113050 Wholesale of Computing and Business Machinery Equipment
F113070 Wholesale of Telecom Instruments
F118010 Wholesale of Computer Software
F119010 Wholesale of Electronic Materials
F213030 Retail sale of Computing and Business Machinery Equipment
F213060 Retail Sale of Telecom Instruments
F218010 Retail Sale of Computer Software
F219010 Retail Sale of Electronic Materials
F401010 International Trade
F401021 Restrained Telecom Radio Frequency Equipment and Materials Import
F601010 Intellectual Property
I301010 Software Design Services
I301020 Data Processing Services
I501010 Product Designing
IG03010 Energy Technical Services
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1: The Company can become a shareholder of limited liability in other companies by resolution of the board of directors. The total amount of its investments in such other companies shall be free from the restriction of not exceeding 40% of the amount of its own paid-up capital unless otherwise provided in relevant laws

and regulations. The board resolution of the preceding paragraph shall be adopted by a majority vote at the board of directors’ meeting attended by two-thirds of the total number of directors.

Article 3: The Company may provide foreign guarantees for import, export and business operations.
Article 4: The Company has its head office in New Taipei City, and the Company may establish branches in and out of this country.
Article 5: Public announcements of the Corporation shall be made in accordance with Article 28 of the Company Act.

Chapter 2 Shares

Article 6: The authorized capital of the Company is NT$20 billion, which is divided into 2 billion shares, with a par value NT$10 per share. The Board is authorized to issue shares in installments. Which NT$1.2 billion divided into 120 million shares with a value per share of NT$10, is reserved and will be used for issuing employee stock options.
Article 6-1: Where the buy-back of shares is authorized by the articles, the board of directors is authorized to do so pursuant to relevant laws and regulations.
Article 7: Deleted.
Article 8: The Company shall issue nominal shares after the signing or stamping of seal by representative directors as well as being attested to by a competent authority in accordance with the law.
The Company may be exempted from printing any share certificate for the shares issued, but the shares not printed shall be kept and recorded by the centralized securities depository enterprise. The Company shall proceed with non-physical issuance whereof applies to other securities

Chapter 3 Shareholders’ Meeting

Article 9: The entries in share transfer shall not be altered within 60 days prior to the convening date of a general shareholders’ meeting, or within 30 days prior to the convening date of a special shareholders’ meeting, or within 5 days prior to the target date fixed by the issuing company for distribution of dividends, bonus or other benefits.

Article 10: There are two types of shareholders’ meeting, namely, the annual shareholders’ meeting and the special meeting of shareholders. The annual shareholders’ meeting shall be convened within six months after the end of each fiscal year, whereas the special meeting of shareholders shall be held when necessary in accordance with relevant laws. The reason for convening of the shareholders’ meeting shall be stated and the shareholders are notified within 30 days prior to the convening date of a regular shareholders’ meeting, or within 15 days prior to the convening date of a special shareholders’ meeting.
Article 11: When a shareholder is unable to attend the shareholders’ meeting for whatever reason, that shareholder shall appoint a proxy to attend by offering company issued solicitation document stipulating the extent of the authorization with signature or company seal thereon.
Article 12: A shareholder, unless otherwise stipulated in relevant laws and regulations, shall have one voting right in respect of each share in his/her/its possession.
Article 13: A resolution is passed at the shareholders’ meeting by a majority of the shareholders present who represent more than half of the total number of its outstanding shares.

Chapter 4 Directors

Article 14: The Company shall appoint five to seven directors by using the candidate nomination system, and the shareholders shall elect the directors from among the nominees for director. The directors shall be appointed for a three-year term and may be re-elected after the term. The aggregate shareholding percentage of all of the directors shall comply with the laws and regulations of the competent authority.
The Company shall appoint independent directors of no less than three in number and no less than one-fifth of the total number of directors. The professional qualifications, restrictions on both shareholding and concurrent positions held, determination of independence, method of nomination and other requirements with regard to the independent directors shall be set forth in accordance with the regulations of the competent authority.

During the election, the non-independent and independent directors shall be elected at the same time, but in separately calculated numbers. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially as non-independent and independent directors according to their respective number of votes.

Article 14-1: The Company has established an audit committee under Article 14-4 of the

Securities and Exchange Act. The audit committee shall be composed of the entire number of independent directors, with the supervisor's duties pursuant to the Company Act, Securities and Exchange Act, and other relevant laws and regulations.

Article 15: The Board of Directors is composed of all directors. The Chairman is elected by two-thirds of the directors present at the meeting and representing one-half or more of the number of directors present at the meeting, and the Chairman externally represents the Company.
Article 15-1: For the BOD meeting, the director can assign another director to attend the BOD meeting in his/her behalf by presenting the solicitation document, and listing the scope of authorization relevant to the subject of the meeting. The board meeting may be called by videoconference, and the attendance by videoconference will be deemed attendance in person. In emergency circumstances, a board meeting may be called on shorter notice by the form of writing, E-mail or fax.
Article 16: In case the Chairman is on leave or unable to exercise his/her duties for whatever reasons, his/her proxy shall act in accordance with Article 208 of the Company Act.
Article 17: The compensation of all directors incurred by the performance of their duties shall be given regardless of business profit or loss. The Board of Directors is authorized to determine the amount of compensation to the directors of the Company based on the directors’ level of operational participation as well as value of the contribution. The standard terms in the industry shall also be considered to stipulate the Company's pay method. A surplus in the Company’s final accounts shall be allocated in accordance with Article 20 of the Articles of Incorporation. The Company may purchase liability insurance coverage against the liabilities for damage compensation for its directors during their tenure, so as to reduce and spread the risk of damages that may be sustained by the company or shareholders caused by any illegal act of its directors.

Chapter 5 Managerial Officers

Article 18: The Company shall have managerial personnel. Appointment, discharge and the remuneration thereto shall be subject to Article 29 of the Company Act.

Chapter 6 Accounting

Article 19: The Company shall, at the end of each fiscal year, submit to its shareholders for their ratification (i) the annual business report, (ii) the financial statements, and (iii) the appropriation of profit and remedy in the event of loss proposal.
Article 20: If the Company is profitable in the current fiscal year, no less than 5% shall be allocated as employees’ compensation in stock dividends and cash dividends by resolution of the board of directors, and no more than 1% shall be allocated as the remuneration for directors. The distribution of the employees' and the directors’ compensation shall be reported to the shareholders’ meeting.
However, the company’s accumulated losses shall have been covered before the employee compensation and remuneration for directors are allocated based on the aforementioned proportion.
The Company’s may transfer treasury stock, employee stock warrants, certificate of entitlement to new shares, restricted stock awards and employee compensation to employees of the controlling or subordinate company, which are to be issued under specific conditions by resolution of the board of directors.
Article 21: Considering the overall environment, long-term financial planning, and the aim to achieve sustainability and stable business development, the Company's dividend policy is set based on capital budgeting and funding needs, as well as shareholders’ interests and other factors.
The shareholders’ dividends allocated shall not be lower than 10% of the annual distributable surplus. The method for allocation of shareholders’ dividends could be done in cash or stock dividends, where the proportion of cash dividends should not be less than ten percent.

If there is a net profit in the final accounts of the Company, it shall be allocated in the following order:

Pay taxes.
Cover accumulated losses.

10% shall be reserved as statutory surplus reserve, but this is no longer necessary when the statutory surplus reserve has reached the Company’s total amount of capital.
Special surplus reserve shall be increased or rotated in accordance with the law.
After the allocation in items 1-4, the BOD shall prepare the Surplus distribution case with the previous annual accumulation of undistributed surplus to present in the shareholders’ meeting for resolution of distribution of shareholders' dividends and shareholder bonus.

Chapter 7 Supplementary Provisions

Article 22: Any unspecified matters in this Articles of Incorporation shall be dealt in accordance with the Company Act.

Article 23: These Articles of Incorporation were drawn up on September 16, 1992.

1st amendment on January 4, 1994 2nd amendment on March 4, 1994

3rd amendment on October 20, 1994 4th amendment on February 14, 1995

5th amendment on June 20, 1995

6th amendment on December 2, 1995

7th amendment on April 3, 1998 8th amendment on June 16, 1999 9th amendment on June 22, 2000 10th amendment on June 22, 2001 11th amendment on June 28, 2002 12th amendment on June 27, 2003 13th amendment on June 17, 2004 14th amendment on June 13, 2005 15th amendment on June 12, 2006 16th amendment on June 13, 2008 17th amendment on June 21, 2013 18th amendment on June 2, 2015 19th amendment on June 24, 2016

20th amendment on June 21, 2019

Appendix 3 VIA Technologies, Inc. Rules and Procedures of Shareholders’ Meeting

The procedures for this Corporation's shareholders’ meetings shall be as provided in these Rules.
The “shareholders” in the Rules and Procedures of Shareholders’ Meeting refers to the shareholders and their proxies listed in the shareholders register.
The venue for the shareholders’ meeting shall be within the premises of this Corporation, 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. The shareholder (or proxy) shall hand in sign in cards when attending the shareholders meeting, and the number of shares shall be calculated according to the sign in cards plus the number of shares whose voting rights are exercised by correspondence or electronically, and attendance and voting shall be based on the number of shares.
The Chair shall call the meeting to order when the attending shareholders do represent the majority of the total number of issued shares at the appointed meeting time. If the attending shareholders do not represent the majority of the total number of issued shares after the appointed meeting time, the chair may announce a postponement. If the quorum is not met after two postponements (first postponement of 20 minutes, and second postponement of 10 minutes) as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, Paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders’ meeting shall be convened within 1 month. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the Chair may resubmit the tentative resolution for a vote during the shareholders’ meeting pursuant to Article 174 of the Company Act.
If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting. The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene that is not the Board of Directors. The Chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders’ meeting. After the meeting is adjourned, the

shareholders may not elect another Chair or resume the meeting at the original address or another venue. However, if the Chair violates the rules of procedure in declaring the meeting adjourned, the shareholders may resume the meeting by electing another Chair with the consent of one-half or more of the number of shareholders present at the meeting.

The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting. After an attending shareholder has spoken, the Chair may respond in person or direct relevant personnel to respond. When a juristic person is appointed to attend as proxy, only one person may be designated to represent in the meeting. 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.
When 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 Chair. A shareholder in attendance who has submitted a speaker’s slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. 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 violation. A single speech may not exceed 5 minutes, and may be extended once for 3 minutes by approval of the Chairman.
Except with the consent of the Chair, a shareholder may not speak more than twice on the same proposal. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.
During the discussion meeting, the Chairman may declare the meeting adjourned at an appropriate time and announce the discussion closed if necessary. After the discussion meeting is adjourned, the chairman shall call for a vote. If there is an election or voting, during the time for attendance registrations, the attendance registration shall be stopped before the voting starts.
Except as otherwise provided in the Company Act and in this Corporation'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. At the time of voting, if upon inquiry by the meeting Chair no member voices an objection, the matter will be deemed approved, with the same effect as approval by vote.
Voting at a shareholders’ meeting shall be calculated based the number of shares. With respect to resolutions of shareholders’ meetings, the number of shares held by a

shareholder with no voting rights shall not be calculated as part of the total number of issued shares. The number of shares for which voting rights may not be exercised shall not be calculated as part of the voting rights represented by attending shareholders.

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, Paragraph 2 of the Company Act.
The Company shall make an uninterrupted audio and video recording of all meeting procedures, which shall be retained for at least 1 year.
When a shareholder has an interest in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.
When a meeting is in progress, the Chair may announce a break based on time considerations.
The meeting shall be suspended if there is an air raid drill, and attending members shall all evacuate. The meeting will continue one hour after the end of the air raid drill.
Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting, signed or sealed by the Chairman of the shareholders' meeting and distributed to the shareholders within 20 days after the meeting. The proceedings shall be distributed in accordance with the Company Act.
If the shareholders’ meeting cannot be held on the notified date or the meeting cannot be continued, a resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act, and the convening procedures mentioned in Article 172 of the Company Act shall not be applicable.
Unspecified matters shall be operated in accordance with the Articles of Incorporation, the Company Act and the relevant laws and regulations.
If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairperson of the Board. When the Chairperson of the Board is on leave or for any reason and unable to exercise the powers of the Chairperson, the Chairperson

shall appoint one of the directors to act as Chair. Where the Chairperson does not make such a designation, the directors shall select from among themselves one person to serve as Chair. If a shareholders’ meeting is convened by a party with power to convene but other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the Chair, provided that all monitoring personnel shall be shareholders of the Company. The result of the vote under the preceding paragraph shall be made known immediately and recorded in writing. When there is an amendment or an alternative to a proposal, the Chair shall decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
The chair may direct the 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."
These Rules, and any amendments hereto, shall be implemented after adoption by shareholders’ meetings.

AI assistant

VIA — AGM Information 2021

52049_rns_2021-08-03_b666f119-f46a-4d64-ad78-1e33c4b7a469.pdf

2021 Annual General Shareholders’ Meeting

Agenda Book

(Translation)

Table of Contents

Attachments

Appendices

VIA Technologies, Inc.

2021 Annual General Shareholders’ Meeting Agenda

III. Meeting procedure:

(3) Report Items

(5) Matters for Discussion

Report Items

Report Item 1 Proposed by the Board of Directors

Report Item 2 Proposed by the Board of Directors

Report Item 3 Proposed by the Board of Directors

Matters for Ratification

Ratification Proposal 1 Proposed by the Board of Directors

Ratification Proposal 2 Proposed by the Board of Directors

Matters for Discussion

Discussion Item 1 Proposed by the Board of Directors

Extemporary Motions

Adjournment

Attachment 1

VIA Technologies, Inc. 2020 Business Report

Business outlook

VIA Technologies, Inc. Audit Committee’s Review Report

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

Transfer of Intangible Assets

Other Matters

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

Evaluation of Investments Accounted for Using the Equity Method

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

VIA Technologies, Inc.

2020

Table of Earnings Distribution

VIA Technologies Inc.

Comparison Table of Amended Articles of Incorporation

Appendix 1

VIA Technologies, Inc.

Shareholdings of Directors (incl. Independent Directors)

Appendix 2

VIA AGM Information 2021