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VIA AGM Information 2022

Jun 28, 2022

52049_rns_2022-06-28_22ee7ba4-a1b3-4ca1-8586-801eb2b5deb5.pdf

AGM Information

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2022 Annual General Shareholders’ Meeting Minutes (Translation)

Time and Date: June 17, 2022 (Friday) at 9:00 a.m. Venue: No. 205, Sec. 3, Beixin Rd., Xindian Dist., New Taipei City 231, Taiwan (Hao-Dine Restaurant, Beixin Flagship Pavilion, Haojin Room) Method of Convening the Shareholders’ Meeting : Physical Shareholders Meeting The shareholders present in person and by proxy represented 353,215,876 shares or 71.16% of the total 496,307,941 shares outstanding.

Attendees Qun-Mao Liu, Director

Ti-Hsiang Wei, Independent Director Wei-Teh Hsu, Independent Director Wen-Yuen Ken, Independent Director Lydia Chen, CFO Jack Tsai, General Counsel Shu-Lin Liu, CPA of Deloitte & Touche Chair: Wenchi Chen, Chairman Recorder: Tiffany Chen

  • ( I ) Call Meeting to Order: The aggregate shareholding of the attending shareholders constituted a quorum. The Chairman called the meeting to order.

( I I ) Chairman’s address: Omitted

( I I I ) Report Items:

  1. 2021 Business Report. Please refer to Attachment 1 and Attachment 3

  2. 2021 Audit Committee’s Review Report. Please refer to Attachment 2.

  3. 2021 Compensation Distribution for Employees and Directors.

  4. (1)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.

  5. (2)The Company’s pre-tax profit before deducting 2021 compensation for employees and directors was NTD 4,306,468,718. In accordance with the Company’s Articles of Incorporation, the proposed distribution of employee compensation (including manager’s remuneration) is approximately 5.11% of pre-tax profit, totaling NTD220,000,000 in cash.; The director’s remuneration distribution is about 0.02% of pre-tax profit, which is NTD1,000,000 in cash.

  6. (3)The proposal was reviewed by the Remuneration Committee and approved by the Board of Directors.

  7. 2021 Cash Dividend Distribution. Please review.

  8. (1)The Company’s 2021 distributable retained earnings is NT$5,441,725,342. Considering the use of funds and to prevent capital inflation, it is proposed to distribute cash dividends of NT$1 per share (up to February 25, 2022, calculation of the number of outstanding shares), with total amount of NT$495,349,941. Please refer to Attachment 4 of the Meeting Agenda.

  9. (2)This cash dividend is calculated based on the distribution ratio. The unit shall be in NTD and decimals shall be rounded up, and the total fractional amount less than NT$1 are recognized as other income.

  10. (3)It is proposed that the Chairman of Board be authorized to resolve the ex-dividend date, cash dividend distribution date, and if the number of outstanding shares is affected by the change in the company's share capital, and resulting in an adjustment to the payout ratio. The chairman of the Board shall fully authorized by the resolution of the Board of Directors in handling related matters.

  11. (4)The proposal was reviewed by the Audit Committee and approved by the Board of Director.

(IV) Matters for Ratification

Ratification Proposal 1 Proposed by the Board of Directors

Proposal: Adoption of Fiscal 2021 Business Report and Financial Statements. Explanation:

The 2021 business report (please refer to Attachment 1) and financial statements (please refer to Attachment 3 ) have been approved by the board of directors on March 8, 2022, 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, 2021, and issued an audit report with unqualified opinion, which submitted to the audit committee to be audited together with the business report.

Resolution: Voting results: Shares represented at the time of voting: 353,215,876

Voting Results
including votes casted electronically

% of the total represented
sharepresent
Votes in favor:324,556,817 Votes 91.89%
Votes against:89,285 Votes 0.02%
Votes invalid:0 Votes 0.00%
Votes abstained:28,569,774 Votes 8.09%

That above proposal was approved and adopted.

Ratification Proposal 2 Proposed by the Board of Directors Proposal: Adoption of Fiscal 2021 Retained Earnings Distribution. Explanation:

Please refer to Attachment 4 “2021 Retained Earnings Distribution” of the Meeting Agenda. The proposal was reviewed by the Audit Committee and approved by the Board of Directors.

Resolution: Voting results: Shares represented at the time of voting: 353,215,876

Voting Results
including votes casted electronically
% of the total represented
share present
Votes in favor:325,874,574 Votes 92.26%
Votes against:93,528Votes 0.03%
Votes invalid:0 Votes 0.00%
Votes abstained:27,247,774Votes 7.71%

That above proposal was approved and adopted.

(V) Matters for Discussion

Discussion Item 1 Proposed by the Board of Directors

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

In order to meet the needs of epidemic prevention and in line with the amendment of the Company Act, the company hereby proposes to add video conference or other methods announced by the competent authority to hold the shareholders' meeting. Please refer to Attachment 5 “Comparison Table of Amended Articles of Incorporation” of the Meeting Agenda.

Resolution: Voting results: Shares represented at the time of voting: 353,215,876

Voting Results
including votes casted electronically
% of the total represented
share present
Votes in favor:325,491,928 Votes 92.15%
Votes against:90,309 Votes 0.03%
Votes invalid:0 Votes 0.00%
Votes abstained:27,633,639 Votes 7.82%

That above proposal was approved and adopted.

Discussion Item 2 Proposed by the Board of Directors

Proposal: Amendment of the “Procedures for Acquisition or Disposal of Assets”. For your approval.

Explanation:

According to Letter No. Jin-Guan-Zheng-Fa-Zi No. 1110380465, the company hereby proposes to amend the “Procedures for Acquisition or Disposal of Assets”. Please refer to Attachment 6 “Comparison Table of Procedures for Acquisition or Disposal of Assets” of the Meeting Agenda.

Resolution: Voting results: Shares represented at the time of voting: 353,215,876

Voting Results
including votes casted electronically
% of the total represented
share present
Votes in favor:325,499,361 Votes 92.15%
Votes against:90,876 Votes 0.03%
Votes invalid:0 Votes 0.00%
Votes abstained:27,625,639 Votes 7.82%

That above proposal was approved and adopted.

Discussion Item 3 Proposed by the Board of Directors

Proposal: Amendment of the “Rules of Procedure for Shareholders Meetings”. For your approval.

Explanation:

According to Letter No. Taiwan-Stock-Governance-1110133385, the company hereby proposes to amend the “Rules of Procedure for Shareholders Meetings”. Please refer to Attachment 7 “Rules of Procedure for Shareholders Meetings (original version)” and Attachment 8 “Rules of Procedure for Shareholders Meetings (amended version)” of the Meeting Agenda.

Resolution: Voting results: Shares represented at the time of voting: 353,215,876

Voting Results
including votes casted electronically
% of the total represented
share present
Votes in favor:325,491,359 Votes 92.15%
Votes against:91,878 Votes 0.03%
Votes invalid:0 Votes 0.00%
Votes abstained:27,632,639 Votes 7.82%

That above proposal was approved and adopted.

(VI) Matters for Election

Election Item Proposed by the Board of Directors

Proposal: The Election of Directors (Including Independent Directors). Please vote. Explanation:

  1. The term of Directors will be end on June 20, 2022. According to the Company Act and the Articles of Incorporation, the company hereby proposes to cooperate with the General Shareholders Meeting to re-elect Directors (including independent directors) in advance.

  2. According to the Articles of Incorporation, a total of seven Directors (including three independent directors) shall be elected from the nomination list, and the candidate nomination system is adopted.

  3. The term of Directors is three years, from June 17, 2022 to June 16, 2025. The term of current directors will be end at the completion of this General Shareholders Meeting.

  4. The independent directors and non-independent directors of the Company shall be elected at the same time, and the elected quota shall be calculated separately. Shareholders shall appoint the candidates from the nomination list. Please refer to Attachment 9 “List of Candidates for Directors (including independent directors)” of the Meeting Agenda.

Voting Results: The elected list of Directors (including Independent Directors) is as follows:

No. Title Name Votes Received
1 Director Wenchi Chen 384,321,538
2 Director Cher Wang 354,656,456
3 Director Tzumu Lin 350,777,164
4 Director Qun-Mao Liu 316,174,491
5 Independent Director Ti Hsiang Wei 303,748,890
6 Independent Director Wei-Teh Hsu 276,828,786
7 Independent Director Wen- Yuen Ken 276,780,828

(VII) Matters for Other Other Item Proposed by the Board of Directors

Proposal: Proposal to release the newly-elected Directors from non-competition restrictions. For your approval.

Explanation:

In order to meet the needs of the Company's diversified operation and business development, the company hereby proposes to release the newly-elected Directors from non-competition restrictions in accordance with Article 209 of the Company Act. For the concurrent appointment of new Directors, please refer to the current position column of Attachment 9 “List of Candidates for Directors (including independent directors)” of the Meeting Agenda.

Resolution: Voting results: Shares represented at the time of voting: 353,215,876

Voting Results
including votes casted electronically
% of the total represented
share present
Votes in favor:325,273,499 Votes 92.09%
Votes against:161,290 Votes 0.04%
Votes invalid:0 Votes 0.00%
Votes abstained:27,781,087 Votes 7.87%

That above proposal was approved and adopted.

(VIII)Extraordinary Motions

There being no extemporary motions and the Chairman announced the meeting was adjourned.

(IX) Adjournment

( Please note that the above is an English translation. If there is any discrepancy between the original Chinese version and this English version, the Chinese version shall prevail.)

Attachment 1

VIA Technologies, Inc. 2021 Business Report

Despite economic disruptions and severe supply chain challenges caused by the COVID-19 pandemic, VIA continued to deliver stable growth in 2021 and stepped up innovation in core AI, ML, edge computing, computer vision technologies to boost its leadership in the video telematics and industrial safety solutions markets.

Revenues of the VIA Embedded Platform Division grew in 2021 due to continued demand from OEM projects in the US and Japan as well as increasing global adoption of the VIA Mobile360 family of intelligent in-vehicle safety systems in the commercial vehicle, industrial vehicle, and heavy equipment safety segments.

With its advanced driver assistance and driver monitoring system algorithms and flexible cloud connectivity options, the VIA Mobile360 AI Dash Cam gained increasing acceptance in the global video telematics market for commercial fleet deployments. The launch of the VIA Mobile360 M800 video telematics system at the end of the year further extended our leadership in this segment by making it fast and convenient for fleet operators to add collision alert and driver monitoring capabilities to buses, trucks, and other large vehicles.

The successful introduction of the VIA Mobile360 Forklift Safety System at the beginning of 2021 has triggered adoption among leading enterprise customers in China, Taiwan, and SE Asia operating in industries ranging from automotive and manufacturing to hazardous materials handling and petrochemicals.

As governments throughout the world accelerate the introduction of new laws and regulations aimed at boosting road and worksite safety, we expect to see continued growth in demand for VIA Mobile360 systems across all key global markets in 2022 and beyond. The pressing need for enterprises to digitize their fleet and warehouse to transform operational safety and efficiency is another key trend that will fuel demand for VIA Mobile360 systems in the years ahead.

In November 2021, VIA announced an agreement with Intel covering the recruitment of certain employees of Centaur, a 100% owned subsidiary of VIA, for

$125 million dollars. This transaction has already been successfully completed and represents a win-win for both parties. The VIA CPU Platform Division changed its name to VIA NEXT in 2021, and is continuing to provide customized IC backend and system design services as its core business, including IC mass production & testing services, package design, DFT/DFM, reliability testing, system design, software development, and system software and hardware integration validation. Operating performance has maintained a modest growth level due to continued demand from clients in China developing IC solutions for the domestic market.

VIA Labs delivered strong growth in 2021 as a result of the rapid adoption of its USB Type-C and USB PD devices by leading global notebook, tablet, smart phone, and peripheral manufacturers to meet rapidly increasing demand driven by the ongoing transition to remote and hybrid working models. With the launch of the world’s USB4 chip in Q3 last year, VIA Labs further cemented its market leadership. As support for USB4 by Intel, AMD, Apple, and other top industry players gathers momentum, VIA Labs is poised to further extend its technology and product leadership position in 2022 and beyond.

Consolidated operating revenue in 2021 amounts to NTD 7,001,135 thousand. Net profit after tax attributable to the owners of the parent company is NTD 3,960,944 thousand. Based on the weighted average number of outstanding shares of 493,360 thousand shares, earnings per share is NT$8.01.

Item 2021 2020
Revenues
and
Expenses
Operatingrevenue (NTD thousand) 7,001,135 6,502,715
Operatingincome (NTD thousand) 2,522,313 2,055,534
Net profit attributable to owners of the parent
company (NTD thousand)

3,960,944
4,722,646
Profitability Return on assets (%) 21.80 35.28
Return on shareholders’ equity 35.23 66.61
Percentage
of
paid-in
capital
(%)
Operating profit (loss) (29.11) (15.77)

Net profit before
tax
94.75 113.85
Netprofit margin (%) 62.21 74.50
Earningsper share (NTD) 8.01 9.57

Note: The paid-in capital at the end of 2021 is including the capital received in advance of NT$9,033 thousand.

Business outlook

As the digital transformation of the enterprise accelerates across the global automotive, transportation, manufacturing, logistics, construction, and mining sectors, we see excellent growth potential for the VIA Mobile360 family of intelligent in-vehicle safety systems and our growing range of industrial automation solutions in worldwide markets.

With over 300 million commercial vehicles on the road, the video telematics segment represents a huge opportunity given the pressing need for fleet operators to upgrade the safety of their vehicles and drivers to meet new regulatory requirements and boost the efficiency of their operations using AI-powered accident prevention and driver behavior monitoring applications as well as cloud-based vehicle tracking, incident reporting, trip history, and other fleet management functions.

Having established a leadership position in the video telematics market with the VIA Mobile360 AI Dash Cam, we will continue to expand our footprint across key verticals including trucking and deliveries, taxis and ridesharing, and buses and coaches through the introduction of new system form factors optimized for different vehicle sizes and continued AI and cloud connectivity innovations.

Building on the successful introduction of the VIA Mobile360 Forklift Safety System in 2021, we plan to further accelerate adoption among enterprise customers in China, Taiwan, Japan, SE Asia, Europe, and North America. With nearly 35,000 accidents that result in serious injury taking place every year in the US alone, potential demand is promising as enterprises look for more effective ways to improve worksite safety and cut related insurance and healthcare costs. The VIA Mobile360 WorkX cloud portal included with the system is opening up additional opportunities for deeper long-term integration with enterprise customer operations through the development of new services and applications for enhancing efficiency and resource utilization.

To complement its IC backend and system design services, VIA NEXT will develop customer services for AI, HPC (high-performance computing) and advanced server processors to meet future market needs. In addition to accelerating its momentum in China, VIA NEXT will continue to expand and develop new customer groups in other markets.

VIA Labs will continue to leverage its market-leading high-speed data transmission design and technology capabilities to develop innovative new products that increase convenience for consumers and business users. With the new generation of USB4 products entering mass production in Q3 last year, VIA Labs is in a strong position to further extend its market leadership. The proliferation of 5G and AI is set to further boost overall growth by creating new market needs and applications for high-speed data transmission devices.

To combat continuing chip manufacturing, packaging, and testing constraints, we will 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, we and our customers can maintain a win-win situation to ensure continued revenue growth.

As a leading technology company, VIA will continue to strive for innovation in both products and business models in order to provide best-in-class solutions and services to customers and enable them to pursue growth and profitability. By continuing to foster discipline, integrity, and positive beliefs amongst our employees and implementing the company’s core values, VIA is committed to generating increased revenues for the Group in 2022 and beyond.

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

March 8, 2022

Attachment 2

VIA Technologies, Inc. Audit Committee’s Review Report

The Board of Directors has prepared the Company's 2021 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 04, 2022

Attachment 3 Financial Statements 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, 2021 and 2020, 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, 2021 and 2020, 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, 2021. 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, 2021 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 and specific products is material to the consolidated financial statements and relevant recognition of revenue is 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 customers and specific products. We selected samples of revenue from the aforementioned customers and products to confirm that revenue transactions had indeed occurred.

Transfer of Talents

The Group entered into an agreement with Intel Corporation for recruiting some employees to join Intel Corporation for $3,501,125 thousand (US$125,000 thousand). This agreement was completed and the amount was received in the fourth quarter of 2021. The transaction price involves management’s judgment, and such amount accounted for 75% of the consolidated profit before income tax in 2021. Therefore, the transaction was deemed to be a key audit matter.

Our audit procedures performed were as follows:

  1. We reviewed the minutes of board meetings to confirm that the proposal for the transfer of talent had been properly approved.

  2. We reviewed the contract on the transfer of talents to identify the obligations of the Group in accordance with the contract requirements.

  3. We verified that revenue recognized from the transfer of talents complied with IFRS 15.

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, 2021 and 2020 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:

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

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on 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.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of

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, 2021 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 8, 2022

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, 2021 AND 2020 (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 and 16)
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, 36 and 37)
Other assets - non-current (Note 19)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES

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)

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

Legal reserve

Special reserve

Unappropriated earnings

Other equity


Total equity attributable to owners of the Company


NON-CONTROLLING INTERESTS (Note 25)


Total equity


TOTAL
2021
Amount
%
$ 10,479,747
48
538,496
3
1,546,144
7
654,595
3
2,750
-
30,375
-
1,611,635
7

265,390

1

15,129,132
69

1,636,818
8
670,115
3
131,681
1
1,979,612
9
280,968
1
1,852,026
8
64,223
-
36,269
-
104,282
1
-
-

15,824

-


6,771,818
31

$ 21,900,950
100

$ 729
-

920,756
4

33,695
-

1,724,845
8

349,695
2

139,684
1

86,420
-

950,000
4

500,744

2



4,706,568
21



1,165,000
5

1,101,484
5

195,270
1

178,306
1

-
-

353,817
2

32
-

50,866

-



3,044,775
14



7,751,343
35



4,944,109
23

24,881
-

1,209,690
6

354,878
1

595,929
3

6,150,928
28

(689,468)

(3)


12,590,947
58


1,558,660

7


14,149,607
65


$ 21,900,950
100
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

105,796

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

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, 2021 AND 2020 (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
2021
Amount
%
$ 7,001,135
100

4,478,822
64


2,522,313
36

735,954
10
598,880
9
2,626,469
38

3,091

-


3,964,394
57

(1,442,081)
(21)

17,734
-
3,693,668
53
2,483,324
36
(53,187) (1)

(6,146)

-


6,135,393
88

4,693,312
67

(338,225)
(5)


4,355,087
62

(12,445)
-
(15,291) (1)
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)
-
(Continued)

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (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 (loss) income of
associates

Other comprehensive loss for the year, net of
income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

NET PROFIT ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


EARNINGS PER SHARE (Note 29)
From continuing operations
Basic
Diluted
2021
Amount
%
(303,525) (4)

(2,681)

-


(333,942)
(5)

$ 4,021,145
57

$ 3,960,944
56

394,143

6

$ 4,355,087
62

$ 3,629,716
52

391,429

5

$ 4,021,145
57

$ 8.01
$ 7.84
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




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, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

BALANCE, JANUARY 1, 2020
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
Change 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
Appropriation of 2020 earnings
Legal reserve
Special reserve
Cash dividends
Net profit for the year ended December 31, 2021
Other comprehensive loss for the year ended December 31, 2021
Total comprehensive income (loss) for the year ended December 31, 2021
Cash dividends distributed by the subsidiary
Change 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, 2021
Equity Attributable to Owners of the Company Other Equity
Unrealized Gain
or Loss on
Financial Assets
Exchange
Differences on
Translating Foreign
Operations
at Fair Value
Through Other
Comprehensive
Income
Total Equity
Attributable to
Owners of the
Company
Non-controlling
Interests
$ (355,173 )
$ 401
$ 3,530,104
$ 442,654

-
-
4,722,646
122,188

(5,688)

(10,249)

(27,952)

(177)


(5,688)

(10,249)

4,694,694

122,011

-
-
-
(66,664 )
-
-
2,793
-
-
-
39,776
-
-
-
18,824
-
-
-
1,009,033
776,369

-

-

3,206

1,627

(360,861 )
(9,848 )
9,298,430
1,275,997
-
-
-
-
-
-
-
-
-
-
(395,517 )
-
-
-
3,960,944
394,143

(306,109)

(12,650)

(331,228)

(2,714)


(306,109)

(12,650)

3,629,716

391,429

-
-
-
(128,956 )
-
-
252
-
-
-
29,887
-
-
-
33,634
-
-
-
(7,284 )
18,840

-

-

1,829

1,350

$ (666,970)
$ (22,498)
$ 12,590,947
$ 1,558,660
Total Equity
$ 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
-
-
(395,517 )
4,355,087

(333,942)

4,021,145
(128,956 )
252
29,887
33,634
11,556

3,179
$ 14,149,607







Share Capital
Capital Collected in
Advance
Capital Surplus
$ 4,933,034
$ -
$ 113,696
-
-
-

-

-

-

-

-

-
-
-
-
-
-
2,793
-
-
39,776
-
18,824
-
-
-
1,009,033

-

-

3,206
4,933,034
18,824
1,168,504
-
-
-
-
-
-
-
-
-
-
-
-

-

-

-

-

-

-
-
-
-
-
-
252
-
-
29,887
11,075
6,057
16,502
-
-
(7,284 )

-

-

1,829
$ 4,944,109
$ 24,881
$ 1,209,690
Retained Earnings
Legal Reserve
Special Reserve
Unappropriated
Earnings
(Accumulated
Deficits)
$ -
$ -
$ (1,161,854 )
-
-
4,722,646

-

-

(12,015)

-

-

4,710,631
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-

-

-
-
-
3,548,777
354,878
-
(354,878 )
-
595,929
(595,929 )
-
-
(395,517 )
-
-
3,960,944

-

-

(12,469)

-

-

3,948,475
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-

-

-
$ 354,878
$ 595,929
$ 6,150,928







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, 2021 AND 2020 (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
Impairment loss recognized on property, plant and equipment and
right-of-use assets
Loss (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
Net defined benefit liabilities
Other non-current liabilities

Cash generated from operations
Interest received
Dividends received
Interest paid
Income tax paid

Net cash generated from (used in) operating activities
2021
$ 4,693,312

254,193
36,629
3,091
53,187
(17,734)
(3,891)
33,066
6,146
5,552
(1,081,258)
-
73,231
27,264
(12)
(1,922,737)
(231,548)
531
9,288
(770,619)
(81,180)
9,962
-
188
399,043
14,409
283,169
129,352
394,948
1,425
-

2,319,007
17,430
3,891
(52,650)
(762,757)

1,524,921
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)
(Continued)

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other comprehensive
income
Purchase of financial assets at amortized cost

Proceeds from sale of financial assets at amortized cost
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
Decrease in other financial assets
Dividends 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
Distribution of cash dividends
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 (used in) 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
2021
(575,052)
(3,165,064)
1,678,920
(153,361)
2,354
(5,376)
23,865
(45,683)
7,188,162
-
112,044
93,260

5,154,069

248,000
(336,000)
1,142,000
(872,000)
1,162
(1,188)
(96,925)
(98,086)
(395,517)
33,634
171,682
(128,956)

(332,194)

(218,709)

6,128,087
4,351,660

$ 10,479,747
2020

(8,652)

(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

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

(Concluded)

Attachment3-2 Parent Company Only Financial Statements

INDEPENDENT AUDITOR’S 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, 2021 and 2020, 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, 2021 and 2020, 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, 2021. 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, 2021 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 increased significantly compared with the prior year and relevant recognition of revenue 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 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, 2021, the carrying amount of the investment in subsidiaries accounted for using the equity method was $13,875,986 thousand, representing 74% of the Company’s assets. For the year ended December 31, 2021, the amount of share of profit of subsidiaries was $4,197,034 thousand, representing 103% 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:

  1. 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.

  2. We obtained the investments in subsidiaries accounted for using the equity method for the year ended December 31, 2021, 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 Parent Company Only Financial Statements

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

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:

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

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on 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.

  5. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

We 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 parent company only financial statements for the year ended December 31, 2021 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 8, 2022

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, 2021 AND 2020 (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
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)
Credit balance of investments accounted for using the equity method (Notes 11 and 19)
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
Legal reserve
Special reserve
Unappropriated earnings
Other equity

Total equity

TOTAL
2021
Amount
%
$ 515,524
3
536,323
3
75,391
-
121,772
1
26,366
-
1,050,522
5

150,719

1


2,476,617
13

240,417
1
13,896,670 75
780,406
4
11,169
-
1,202,804
7
18,035
-
9,012
-

-

-


16,158,513
87

$ 18,635,130
100

$ 685
-
639,375
3
79,391
-
934,289
5
119,488
1
132,783
1
6,992
-
950,000
5

233,634

1


3,096,637
16

1,165,000
6
1,101,484
6
142,230
1
3,795
-
350,682
2
175,702
1

8,653

-


2,947,546
16


6,044,183
32

4,944,109 27
24,881
-
1,209,690
7
354,878
2
595,929
3
6,150,928 33

(689,468)
(4)


12,590,947
68

$ 18,635,130
100
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

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, 2021 AND 2020 (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)
2021
Amount
%
$ 2,579,177
100

2,208,773
86

370,404
14
(2,620)
-

2,811

-


370,595
14

128,852
5
439,445
17

702,365
27


1,270,662
49


(900,067)
(35)

614
-
319,377
13
511,010
20
(43,196) (2)

4,197,730
163


4,985,535
194

4,085,468
159

(124,524)
(5)


3,960,944
154
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

(Continued)

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (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 INCOME FOR THE
YEAR

EARNINGS PER SHARE (Note 26)
From continuing operations
Basic
Diluted
2021
Amount
%
$ (12,501)
-
32
-
(12,650) (1)
(306,080) (12)

(29)

-


(331,228)
(13)

$ 3,629,716
141

$ 8.01
$ 7.84
2020









Amount
%
$ (12,172) (1)

157
-

(10,249) (1)

(5,684)
-

(4)

-

(27,952)
(2)
$ 4,694,694
329
$ 9.57
$ 9.36




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 YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Share Capital
Capital Collected in
Advance
Capital Surplus
BALANCE AT JANUARY 1, 2020
$ 4,933,034
$ -
$ 113,696
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

-

-

-
Changes in capital surplus from investments in associates
-
-
2,793
Share-based payment transaction (Note 27)
-
-
39,776
Issuance of ordinary shares under employee share options
-
18,824
-
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
Appropriation of 2020 earnings
Legal reserve
-
-
-
Special reserve
-
-
-
Cash dividends distributed by the Company
-
-
-
Net profit for the year ended December 31, 2021
-
-
-
Other comprehensive income (loss) for the year ended December 31, 2021

-

-

-
Total comprehensive income (loss) for the year ended December 31, 2021

-

-

-
Changes in capital surplus from investments in associates
-
-
252
Share-based payment transaction (Note 27)
-
-
29,887
Issuance of ordinary shares under employee share options
11,075
6,057
16,502
Changes in percentage of ownership interests in the subsidiary (Note 28)
-
-
(7,284)
Recognition of employee share options issued by the subsidiary

-

-

1,829
BALANCE AT DECEMBER 31, 2021
$ 4,944,109
$ 24,881
$ 1,209,690
Other Equity
Retained Earnings
Unrealized Loss on
Financial Assets at
Fair Value Through
Other
Exchange
Differences on
Legal Reserve
Special Reserve
Unappropriated
Earnings
Comprehensive
Income
Translating Foreign
Operations
$ -
$ -
$ (1,161,854)
$ (355,173)
$ 401

-
-
4,722,646
-
-

-

-

(12,015)

(5,688)

(10,249)


-

-

4,710,631

(5,688)

(10,249)

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-

-

-

-

-

-
-
3,548,777
(360,861)
(9,848)
354,878
-
(354,878)
-
-
-
595,929
(595,929)
-
-
-
-
(395,517)
-
-
-
-
3,960,944
-
-

-

-

(12,469)

(306,109)

(12,650)


-

-

3,948,475

(306,109)

(12,650)

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-

-

-

-

-

$ 354,878
$ 595,929
$ 6,150,928
$ (666,970)
$ (22,498)
Total Equity
$ 3,530,104
4,722,646

(27,952)

4,694,694
2,793
39,776
18,824
1,009,033

3,206
9,298,430
-
-
(395,517)
3,960,944

(331,228)

3,629,716
252
29,887
33,634
(7,284)

1,829
$ 12,590,947

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, 2021 AND 2020 (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

Gain 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 (paid) refunded

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of the investments accounted for using the equity method
Proceeds from disposal of investments accounted for using the equity
method
2021
$ 4,085,468

34,899
8,035
43,196
(614)
(3,841)
29,887
(4,197,730)
(256)
(128,437)
2,620
(2,811)
(3)
(24,672)
(567,873)
(51,291)
(43,562)
(8,791)
(546,888)
(63,197)
-
144
397,706
51,479
94,621
125,794
181,311
1,390

(583,416)
619
3,841
(42,468)
(86,967)

(708,391)


(134,560)
160,126
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)
-
(Continued)

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (In Thousands of New Taiwan Dollars)

Capital reduction and withdrawal from the investments 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
Decrease 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
Increase in guarantee deposits
Decrease in guarantee deposits
Repayment of the principal portion of lease liabilities
Dividends paid
Exercise of employee share options

Net cash (used in) generated from financing activities

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
2021
$ -

(20,238)
256
(4,025)
20,099
(9,775)
870,761
-
112,044
175,514

1,170,202

248,000
(336,000)
1,142,000
(872,000)
719
-
(9,436)
(395,517)
33,634

(188,600)

273,211
242,313

$ 515,524
2020
$ 89,370

(18,846)
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

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

(Concluded)

Attachment 4

VIA Technologies, Inc.

2021

Table of Earnings Distribution

VIA Technologies, Inc.
2021
Table of Earnings Distribution
VIA Technologies, Inc.
2021
Table of Earnings Distribution
Currency:NTD
Items Amount
Netprofit of 2021 3,960,944,703
Less: Accumulated deficits ofpreviousyears 0
Less: Remeasurements of defined benefit plans recognized
in retained earnings (12,470,497)
Less: Legal reserve(10%) (394,847,421)
Less: Special reserve (314,355,787)
Earnings in 2021 available for distribution 3,239,270,998
Add: Unappropriated retained earnings ofpreviousyears 2,202,454,344
Retained earnings available for distribution as of
December 31, 2021 5,441,725,342
Distribution item:
Less: Cash dividend ( NTD1per share) (495,349,941)
Retained earnings at the end of theperiod 4,946,375,401

Note: The number of shares for cash dividends is calculated on the basis of the actual number of outstanding shares 495,349,941 as of February 24, 2022.

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

AmendedVersion OriginalVersion Notes
Article 10:
There are two types of shareholders’
meeting, namely, regular meeting and
special meeting. The regular meeting
shall be convened within six months
after the close of each fiscal year.
Whereas, special meetings are held in
accordance with the law, when
necessary.The company hereby add
video conference or other methods
announced by the competent authority
to hold the shareholders'meeting.
Article 10:
There are two types of shareholders’
meeting, namely, regular meeting and
special meeting. The regular meeting
shall be convened within six months
after the close of each fiscal year.
Whereas, special meetings are held in
accordance with the law, when
necessary.
Amendme
nt
according
to
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
21st amendment on July 20, 2021
22nd amendment on June 17, 2022
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 July 20, 2021
Add the
date of
amendmen
t
in this
Article.

Attachment 6

VIA Technologies, Inc.

Comparison Table of Procedures for Acquisition or Disposal of Assets

Amended Version Original Version Notes
Article 4
When the Company acquires or
disposes of real property, equipment,
or right-of-use assets, if the
transaction amount reaches 20 percent
of paid-in capital or NT$300 million
or more, except in transactions with a
domestic government entity, hiring
others to build on its own land, hiring
others to build on rented land, or
acquiring or disposing of equipment
or right-of-use assets thereof held for
business use, before the actual date of
transaction, it shall first obtain an
appraisal report from a professional
appraiser and shall further comply
with the following provisions:
(1) Where due to special
circumstances it is necessary to use a
limited price, specified price, or
special price as reference criteria for
the transaction price, the transaction
shall first be submitted for approval
by the Audit Committee and the board
of directors, and the same procedure
shall be followed for any future
changes to the terms and conditions of
the transaction.
(2) Where the transaction amount
reaches NT$1 billion or more, two or
more professional appraisers shall be
engaged to provide appraisals.
(3) Where any of the following
circumstances applies with respect to
the results of a professional appraisal,
except that the appraisal price is
higher than the acquisition price or is
less than the disposal price, a CPA
shall be engaged to perform the



Article 4
When the Company acquires or
disposes of real property, equipment,
or right-of-use assets, if the transaction
amount reaches 20 percent of paid-in
capital or NT$300 million or more,
except in transactions with a domestic
government entity, hiring others to
build on its own land, hiring others to
build on rented land, or acquiring or
disposing of equipment or right-of-use
assets thereof held for business use,
before the actual date of transaction, it
shall first obtain an appraisal report
from a professional appraiser and shall
further comply with the following
provisions:
(1) Where due to special circumstances
it is necessary to use a limited price,
specified price, or special price as
reference criteria for the transaction
price, the transaction shall first be
submitted for approval by the Audit
Committee and the board of directors,
and the same procedure shall be
followed for any future changes to the
terms and conditions of the
transaction.
(2) Where the transaction amount
reaches NT$1 billion or more, two or
more professional appraisers shall be
engaged to provide appraisals.
(3) Where any of the following
circumstances applies with respect to
the results of a professional appraisal,
except that the appraisal price is higher
than the acquisition price or is less than
the disposal price, a CPA shall be
engaged to perform the appraisalin




Considering that
Article 7 has
been amended
and added, it
requires external
experts to issue
opinions in
accordance with
the
self-discipline
rules of their
respective trade
associations. It
has covered the
procedures for
accountants to
issue opinions. It
is deleted that
accountants
should follow
the auditing
standards issued
by the
Accounting
Research and
Development
Foundation of
the Republic of
China. The text
of the Bulletin
No. 20 stipulates
the handling.
appraisal and to issue a specific
opinion regarding the reason for the
discrepancy and the appropriateness
of the transaction price:
(4) No more than three months may
pass between the date of the appraisal
report and the contract execution date,
provided that where the announced
current value used in the appraisal is
for the same period and not more than
six months have elapsed, the original
professional appraiser may issue an
opinion.
accordance with the provisions of the
Statement of Auditing Standards No.
20 issued by the ROC Accounting
Research and Development Foundation




(ARDF)and to issue a specific opinion
regarding the reason for the
discrepancy and the appropriateness of
the transaction price:
(4) No more than three months may
pass between the date of the appraisal
report and the contract execution date,
provided that where the announced
current value used in the appraisal is
for the same period and not more than
six months have elapsed, the original
professional appraiser may issue an
opinion.
Article 5
When the Company acquire or dispose
of securities, before the actual date of
transaction, the Company shall first
obtain, for reference in appraising the
transaction price, a financial statement
of the subject company for the most
recent period that has been audited
and certified or reviewed by a
certified public accountant (CPA), or
an investor memorandum, prospectus,
or financial information regarding the
subject securities.
In addition, when the amount of a
transaction reaches 20 percent of
paid-in capital or NT$300 million or
more, before the actual date of
transaction, the Company shall obtain
an opinion from a CPA on the
reasonableness of the trading price.
This requirement does not apply,
however, to publicly quoted prices of
securities that have an active market
or that are subject to the stipulated by
the Financial Supervisory
Commission's Interpretation.



Article 5
When the Company acquire or dispose
of securities, before the actual date of
transaction, the Company shall first
obtain, for reference in appraising the
transaction price, a financial statement
of the subject company for the most
recent period that has been audited and
certified or reviewed by a certified
public accountant (CPA), or an
investor memorandum, prospectus, or
financial information regarding the
subject securities.
In addition, when the amount of a
transaction reaches 20 percent of
paid-in capital or NT$300 million or
more, before the actual date of
transaction, the Company shall obtain
an opinion from a CPA on the
reasonableness of the trading price.If
the CPA needs to adopt an expert's
report, the Statements on Auditing
Standards No. 20 announced by the
ARDF will apply.
This requirement does not apply,
however, to publicly quoted prices of
securities that have an active market or
that are subject to the stipulated bythe


The reason for
the amendment
is the same as
explained in
Article 4.
Financial Supervisory Commission's
Interpretation.
Article 6
When a transaction amount for
acquisition or disposal of membership
certificates or intangible assets
reaches 20 percent of paid-in capital
or NT$300 million or more, except in
transactions with a domestic
government entity, before the actual
date of transaction, the Company shall
seek an opinion from a CPA on the
reasonableness of the transaction
price.


Article 6
When a transaction amount for
acquisition or disposal of membership
certificates or intangible assets reaches
20 percent of paid-in capital or
NT$300 million or more, except in
transactions with a domestic
government entity, before the actual
date of transaction, the Company shall
seek an opinion from a CPA on the
reasonableness of the transaction price.
The CPA shall issue its opinion in
accordance with the provisions of the
Statement of Auditing Standards No.
20 issued by the ARDF.

The reason for
the amendment
is the same as
explained in
Article 4.
Article 7
For any appraisal report or any written
opinion from a CPA, attorney, or
securities underwriter obtained by the
Company, the professional appraiser
and appraiser's officers, CPA,
attorney, or securities underwriter
shall meet the following
requirements:
1. May not have previously received a
final and unappeasable sentence to
imprisonment for 1 year or longer for
a violation of the Act, the Company
Act, the Banking Act. The Republic of
China, the Insurance Act, the
Financial Holding Company Act, or
the Business Entity Accounting Act,
or for fraud, breach of trust,
embezzlement, forgery of documents,
or occupational crime. However, this
provision does not apply if 3 years
have already passed since completion
of service of the sentence, since
expiration of the period of a
suspended sentence, or since a pardon
was received.
2. Maynot be a relatedpartyor de



Article 7
For any appraisal report or any written
opinion from a CPA, attorney, or
securities underwriter obtained by the
Company, the professional appraiser
and appraiser's officers, CPA, attorney,
or securities underwriter shall meet the
following requirements:
1. May not have previously received a
final and unappeasable sentence to
imprisonment for 1 year or longer for a
violation of the Act, the Company Act,
the Banking Act. The Republic of
China, the Insurance Act, the Financial
Holding Company Act, or the Business
Entity Accounting Act, or for fraud,
breach of trust, embezzlement, forgery
of documents, or occupational crime.
However, this provision does not apply
if 3 years have already passed since
completion of service of the sentence,
since expiration of the period of a
suspended sentence, or since a pardon
was received.
2. May not be a related party or de
facto related party of any party to the
transaction.







1. Based on the
relevant
regulations of
the trade
associations to
which external
experts belong to
the relevant
business they
undertake, in
order to clarify
the procedures
and
responsibilities
that external
experts should
follow, the
second preamble
is amended.
2. In view of the
fact that the
external experts
execute the cases
of issuing
valuation reports
or rationality

facto related party of any party to the transaction.

  1. If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.

opinions in accordance with the provisions of this standard, and do not refer to the audit work of financial reports, the wording of the “examine” cases in Subparagraph 2 of Paragraph 2 is amended to be “execute” case. 3. Considering the actual evaluation situation of the data sources, parameters and information used by external experts, some words are revised to conform to the actual situation.

  1. If the company is required to obtain appraisal reports from two or more professional appraisers, the different professional appraisers or appraisal officers may not be related parties or de facto related parties of each other.

When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the following: 1. Prior to accepting a case, the appraiser shall prudently assess their own professional capabilities, practical experience, and independence. 2. When examining a case, the appraiser shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers.

When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the following:

  1. Prior to accepting a case, the appraiser shall prudently assess their own professional capabilities, practical experience, and independence.

  2. When executing a case, the in order to produce a conclusion and appraiser shall appropriately plan and use the conclusion as the basis for execute adequate working procedures, issuing the report or opinion. The in order to produce a conclusion and related working procedures, data use the conclusion as the basis for collected, and conclusion shall be fully issuing the report or opinion. The and accurately specified in the case related working procedures, data working papers. collected, and conclusion shall be 3. The appraiser shall undertake an fully and accurately specified in the item-by-item evaluation of the case working papers. comprehensiveness, accuracy, and 3. The appraiser shall undertake an reasonableness of the sources of data item-by-item evaluation of the used, the parameters, and the appropriateness, and reasonableness information, as the basis for issuance of the sources of data used, the of the appraisal report or the opinion. parameters, and the information, as 4. The appraiser shall issue a statement the basis for issuance of the appraisal attesting to the professional report or the opinion. competence and independence of the 4. The appraiser shall issue a personnel who prepared the report or statement attesting to the professional opinion, and the appraiser have competence and independence of the evaluated and found that the personnel who prepared the report or information used is reasonable and opinion, and the appraiser have accurate, and that the appraiser have evaluated and found that the complied with applicable laws and information used is reasonable and regulations. appropriate, and that the appraiser have complied with applicable laws and regulations.

Article 8

Article 8

For acquisition or disposal of assets For acquisition or disposal of assets 1. Item 4 of the between the Company and the related between the Company and the related current provision parties, the Company shall carry out parties, the Company shall carry out is moved to item the relevant resolution procedures and the relevant resolution procedures and 7, item 5, and appraisals of the reasonableness of the appraisals of the reasonableness of the item 6 of the transaction terms in accordance with transaction terms in accordance with revised provision the Article 4, 5, 6 of these Procedures. the Article 4, 5, 6 of these Procedures. as item 4 and In addition, if the transaction price In addition, if the transaction price item 5 of the reaches 10 percent or more of the reaches 10 percent or more of the revised Company's total assets, the Company Company's total assets, the Company provision. shall also obtain the appraisal report shall also obtain the appraisal report or or the CPA report as specified in the the CPA report. The calculation of 2. Add the sixth Article 6-1. transaction amount is as specified in item: the Article 6-1. (1) In order to When the Company acquires real strengthen the property or right-of-use assets thereof When the Company acquires real management of from or disposes of real estate or property or right-of-use assets thereof related party right-of-use assets thereof to a related from or disposes of real estate or transactions and party, or acquires other assets from or right-of-use assets thereof to a related protect the rights dispose of other assets to a related party, or acquires other assets from or of minority party at the transaction price reaching dispose of other assets to a related shareholders of 20 percent of the Company's paid-in party at the transaction price reaching the capital, 10 percent of the Company's 20 percent of the Company's paid-in public company total assets or NT$300 million, except capital, 10 percent of the Company's to express their in trading of domestic government total assets or NT$300 million, except opinions on the bonds or bonds under repurchase and in trading of domestic government transactions resale agreements, or subscription or bonds or bonds under repurchase and between the redemption of domestic money market resale agreements, or subscription or company and funds issued by securities investment redemption of domestic money market related parties, trust enterprise, it shall submit the funds issued by securities investment the regulation of following materials to the Audit trust enterprise, it shall submit the major related Committee and the board of directors following materials to the Audit party for approval before executing Committee and the board of directors transactions agreements or making payments: for approval before executing should be 1. The purpose, necessity, and agreements or making payments: approved by the anticipated benefit of the real property 1. The purpose, necessity, and shareholders acquisition or disposal. anticipated benefit of the real property meeting in 2. The reason for choosing the related acquisition or disposal. advance. The party as a trading counterparty. 2. The reason for choosing the related public offering 3. To acquire real estate from a related party as a trading counterparty. of the subsidiary party or right-of-use assets thereof, 3. To acquire real estate from a related company shall information regarding appraisal of the party or right-of-use assets thereof, submit the reasonableness of the preliminary information regarding appraisal of the matters approved transaction terms in accordance with reasonableness of the preliminary by the the “Regulations Governing the transaction terms in accordance with shareholders' Acquisition and Disposal of Assets by the “Regulations Governing the meeting, which

Public Companies”.

Acquisition and Disposal of Assets by shall be carried Public Companies”. out by the parent 4. The date and price at which the company of the related party originally acquired the public offering real property, the original trading at the next counterparty, and that trading higher level. counterparty’s relationship to the company and the related party. (2) Considering 5. Monthly cash flow forecasts for the the overall year commencing from the anticipated business month of signing of the contract and an planning needs evaluation of the necessity of the of the public transaction and the reasonableness of offering funds utilization. company and its 6. The appraisal report issued by an parent company, appraiser according to the preceding subsidiaries, or article or CPA's opinion. its subsidiaries, 7. Any restrictive covenants or other and taking into material stipulations associated with account the the transaction. exemption specifications of The transaction price specified in the major preceding Article shall be calculated international according to “Regulations Governing capital markets, the Acquisition and Disposal of Assets relax the by Public Companies”. The term hands-free "within one year" shall refer to one shareholders for year prior to the actual date of transactions transaction. The transactions that have between these been submitted to Audit Committee companies in the and approved by the board of directors proviso will decide.

  1. The date and price at which the related party originally acquired the real property, the original trading counterparty, and that trading counterparty’s relationship to the company and the related party.

  2. Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract and an evaluation of the necessity of the transaction and the reasonableness of funds utilization.

  3. The appraisal report issued by an appraiser according to the preceding article or CPA's opinion.

  4. Any restrictive covenants or other material stipulations associated with the transaction.

Between the Company and its parent company or subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital. The board of directors may authorize the Chairman to make a decision within 30 percent of the paid-in capital, and then report to the latest board of directors for ratification: (1) Acquisition or disposal of equipment or right-of-use assets thereof held for business use.

The transaction price specified in the preceding Article shall be calculated according to “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”. The term "within one year" shall refer to one year prior to the actual date of transaction. The transactions that have been submitted to Audit Committee and approved by the board of directors according to this Procedure may be excluded.

(2) Acquisition or disposal of real Between the Company and its parent property right-of-use assets held for company or subsidiaries, or by its business use. subsidiaries in which it directly or indirectly holds 100 percent of the In addition, matters such as the issued shares or authorized capital. The relevant resolution procedures and the board of directors may authorize the evaluation of the reasonableness of the Chairman to make a decision within 30 transaction conditions should be percent of the paid-in capital, and then handled in accordance with the report to the latest board of directors “Regulations Governing the for ratification: Acquisition and Disposal of Assets by (1) Acquisition or disposal of Public Companies”. In judging equipment or right-of-use assets whether a trading counterparty is a thereof held for business use. related party, consideration shall be (2) Acquisition or disposal of real

given to the substantive nature of the property right-of-use assets held for relationship in addition to its legal business use. form. In addition, matters such as the If the Company or a subsidiary of a relevant resolution procedures and the non-domestic public company has the evaluation of the reasonableness of the transaction listed in the paragraph 1, transaction conditions should be and the transaction price reaches 10 handled in accordance with the percent or more of the Company's “Regulations Governing the total assets, the Company shall submit Acquisition and Disposal of Assets by the documents listed in the paragraph Public Companies”. In judging 1 to the shareholders' meeting for whether a trading counterparty is a approval before executing agreements related party, consideration shall be or making payments. However, the given to the substantive nature of the transaction between the company and relationship in addition to its legal its parent company, subsidiaries, or its form. subsidiaries is not limited to this. The transaction price specified in the preceding Article and paragraph 1 shall be calculated according to “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”. The term "within one year" shall refer to one year prior to the actual date of transaction. The transactions that have been submitted to Audit Committee and approved by the shareholders' meeting and the board of directors according to this Procedure may be excluded.

Attachment 7 (Original Version)

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

  1. The procedures for this Corporation's shareholders’ meetings shall be as provided in these Rules.

  2. The “shareholders” in the Rules and Procedures of Shareholders’ Meeting refers to the shareholders and their proxies listed in the shareholders register.

  3. 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.

  4. 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.

  5. 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.

  6. 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.

  7. 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.

  8. 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.

  9. 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.

  10. 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.

  11. 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.

  12. 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.

  13. The Company shall make an uninterrupted audio and video recording of all meeting procedures, which shall be retained for at least 1 year.

  14. 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.

  15. When a meeting is in progress, the Chair may announce a break based on time considerations.

  16. 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.

  17. 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.

  18. 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.

  19. Unspecified matters shall be operated in accordance with the Articles of Incorporation, the Company Act and the relevant laws and regulations.

  20. 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.

  21. 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.

  22. 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."

  23. These Rules, and any amendments hereto, shall be implemented after adoption by shareholders’ meetings.

Attachment 8

(Amended Version)

VIA Technologies, Inc. Rules of Procedure for Shareholders Meetings

Article 1

To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 2

The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

Article 3

Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.

Article 4

For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

Article 5

The venue for a shareholders meeting shall be 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 9:00 a.m. and no later than 3:00 p.m.

The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting.

Article 6

This Corporation shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") will be accepted, the place to register for attendance, and other matters for attention. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.

The attending shareholders may hand in a sign-in card in lieu of signing in.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date.

In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform before the meeting starts, and keep this information disclosed until the end of the meeting.

Article 6-1

To convene a virtual shareholders meeting, the shareholders meeting notice is subject to Regulations Governing the Administration of Shareholder Services of Public Companies.

Article 7

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 unable to exercise the powers of the chairperson, his agent shall handle in accordance with the provisions of Article 208 of the Company Act.

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.

This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 8

This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The information and audio and video recording in the preceding paragraph shall be properly kept by this Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.

Article 9

Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in, and the shares checked in on the virtual meeting platform, plus the number of shares whose voting rights are exercised by correspondence or electronically.

The chair shall call the meeting to order at the appointed meeting time.

However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting

adjourned. In the event of a virtual shareholders meeting, this Corporation shall also declare the meeting adjourned at the virtual meeting platform.

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to 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 one month. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with Article 6.

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 by the shareholders meeting pursuant to Article 174 of the Company Act.

Article 10

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote.

Article 11

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

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

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

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

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

Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.

Article 12

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.

When a shareholder is an interested party 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.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

Article 13

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.

When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting.

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

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 this Corporation. When this Corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.

When this Corporation convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.

When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

Article 14

The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation.

Article 15

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

This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS. The minutes shall be recorded in accordance with the provisions of Article 183 of the Company Act, and shall be kept permanently during the existence of the company.

Where a virtual shareholders meeting is convened, in addition to the matters recorded in the preceding paragraph, the meeting minutes shall be handled in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies.

Article 16

On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, this Corporation shall upload the above meeting materials to the virtual meeting platform before the meeting starts, and keep this information disclosed until the end of the meeting.

During this Corporation's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.

Article 17

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."

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

Article 19

In the event of a virtual shareholders meeting, this Corporation shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.

Article 20

When this Corporation convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location.

Article 21

If the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.

For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.

For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.

During a postponed or resumed session of a shareholders meeting held under the preceding paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors.

When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof is required.

Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

Article 22

When convening a virtual-only shareholders meeting, this Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.

Article 23

These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner. The last revision date is June 17, 2022.

Attachment 9

VIA Technologies, Inc.

List of Candidates for Directors and Independent Directors

No. Name Selected
Education/Experience
Current Positions Current
Share-
holding
Title
1 Wenchi
Chen
MSCS, California
Institute of Technology.
President, Symphony
Laboratories.
Chairman & President, VIA Technologies,
Inc.
Chairman (Representative), VIA Labs, Inc.
Director, HTC Corporation
Chairman (Representative), Xander
International Corp.
Chairman (Representative), TVBS Media
Inc.
Director, Way-Chih Investment Co., Ltd.
Director, Hsin-Tong Investment Co., Ltd.
Director, Kun-Chang Investment Co, Ltd.
Director, CW & ET Link Inc.
Director, Hung Mao Investment Co., Ltd.
Director, Chuan Te Investment Co., Ltd.
Director, Li Way Investment Co., Ltd.
Director (Representative), Viveport Digital
Corporation
Director (Representative), Reign Technology
Corporation
7,353,682 Director
2 Cher
Wang
Bachelor in Economics,
University of California,
Berkeley.
GM of the PC Division,
First International
Computer, Inc. (FIC)
Director, VIA Technologies, Inc.
Chairwoman & President, HTC Corporation
Chairwoman (Representative), H.T.C. (B.V.I)
Corp.
Chairwoman (Representative), HTC I
Investment Corporation
Chairwoman (Representative), HTC
Investment Corporation
Director (Representative), High Tech
Computer Asia Pacific Pte. Ltd.
Director (Representative), VIA Labs, Inc.
Director (Representative), Xander
International Corp.
Director (Representative), TVBS Media Inc.
Director, Formosa Plastics Corporation
Director, Way-Chih Investment Co., Ltd.
Director, Hsin-Tong Investment Co., Ltd.
Director, Kun-Chang Investment Co, Ltd.
Director, CW & ET Link Inc.
Director, Hung Mao Investment Co., Ltd.
Director, Chuan Te Investment Co., Ltd.
Director, Li Way Investment Co., Ltd
Chairwoman (Representative), Viveport
Digital Corporation
Chairwoman (Representative), Reign
TechnologyCorporation

34,629,196
Director
No. Name Selected
Education/Experience
Current Positions Current
Share-
holding
Title
3 Tzumu
Lin
Ph.D. in Computer
Science, California
Institute of Technology
Director of Engineering,
GCH system Inc.
Senior Vice President & Director, VIA
Technologies, Inc.
Director (Representative), VIA Labs, Inc.
4,722,119 Director
4 Qun-Ma
o Liu
Master of Divinity, Fuller
Theological Seminary
Bachelor in Computer
Science, Soochow
University
Pastor, Bread of Life
ChristianChurch in Taipei
Director, VIA Technologies, Inc.
Pastor, Bread of Life Christian Church in
Shilin
0 Director
5 Ti-
Hsiang
Wei
Bachelor of Chinese
Literature, Tamkang
University
Director and
Remuneration Committee
Member, Chung Hwa
Chemical Industrial
Works, Ltd.
Chairman, Dandelion
Hope Foundation
Remuneration Committee
Member, HTC
Corporation
Independent Director, VIA Technologies,
Inc.
Director, Giraffe Cultural Enterprises Inc.
Chairman,Christian Culture Exchange
Association
Chairman, the Chinese Christian Corporate
Today Media Development Association
0 Independent
Director
6 Wei-Teh
Hsu
MSCS, Utah State
University.
General Manager of the
PC BU, IBM Taiwan
Vice President of sales,
VIA Technologies, Inc.
COO, Wuhan Dopod
Communication Corp.
COO in China, HTC
Corporation
Independent Director, VIA Technologies,
Inc.
Senior Consultant, AMA China
0 Independent
Director
7 Wen-
Yuen
Ken
Master of Science in
Computer Science,
University of San
Francisco, USA
Director, Honest Fine
Chemical Co., Ltd.
Independent Director, VIA Technologies,
Inc.
Chairman and CEO, Chung Hwa Chemical
Industrial Works, Ltd.
Director, Everlight Chemical Industrial
Corporation
0 Independent
Director