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VIA AGM Information 2023

Jun 28, 2023

52049_rns_2023-06-28_80fbdf49-06bc-4b80-b269-6e2e9d81ec64.pdf

AGM Information

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2023 Annual General Shareholders’ Meeting Minutes (Translation)

Time and Date: June 16, 2023 (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 347,370,338 shares or 69.70% of the total 498,344,941 shares outstanding. (Including 75,000 exercised stock option shares which have not been registered.)

Attendees Ti-Hsiang Wei, Independent Director Lydia Chen, CFO Francis Chang, General Counsel Mao-Song Chang, Remuneration Committee member 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:

  • 2022 Business Report.

Explanation:Please refer to Attachment 1 and Attachment 3

  1. 2022 Audit Committee’s Review Report.

Explanation:Please refer to Attachment 2.

  1. 2022 Directors' Remuneration Report.

Explanation:

The Company's director's remuneration includes expenses for attending board meetings, fixed remuneration for functional committees, and director's remuneration appropriated according to the Company's Articles of Incorporation subject to current year profits:

  1. Directors' remuneration policy is paid in accordance with the "Remuneration Committee Organizational Regulations". In addition to referring to the Company's overall operating performance, it also takes into account individual directors' time investment, responsibilities, contribution to company performance, future risks, and industry standards.

1

  1. Director's remuneration policy is stipulated in the Company's Articles of Incorporation. If there is a profit in current year, no more than 1% can be allocated by the Board of Directors as the director's remuneration.

  2. For the remuneration to directors in 2022, please refer to Attachment 4.

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

  4. 2022 Cash Dividend Distribution.

Explanation:

  1. The Company's undistributed retained earnings at the beginning of the period was NT$4,946,375,401, and the after-tax net loss of the current period was NT$83,635,352. Adding the remeasurement amount of NT$46,106,131 to the defined welfare plan, and NT$733,680,465 reversal of special reserve according to the law, resulting in current after-tax retained earnings of NT$696,151,244. It is proposed to distribute cash dividends of NT$0.15 per share ( as of April 18, 2023 which register of shareholders on closing date, calculation of the number of outstanding shares), with total amount of NT$74,751,465. Please refer to Attachment 5.

  2. This cash dividend is calculated based on the distribution ratio and rounded to the nearest yuan. Fractions less than NT$1 will be omitted, and the total fractional amount less than NT$1 are recognized as other income of the Company.

  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.

  4. The proposal was reviewed by the Audit Committee and approved by the Board of Directors.

5.Amendment of the Corporate Social Responsibility Best Practice Principles. Explanation:

In line with the revision of the name of 「Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies 」 to 「 Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies」, and to expand the concept that enterprises should attach importance to corporate social responsibility to sustainable development, the name of this principles is amended to 「 Sustainable Development Best Practice Principles」, the comparison table of amendments to some of its provisions is in Attachment 6.

(IV) Matters for Ratification

Ratification Proposal 1 Proposed by the Board of Directors

Proposal: Adoption of Fiscal 2022 Business Report and Financial Statements. Explanation:

2

The 2022 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 9, 2023, 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, 2022, 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: 347,370,338

Resolution: Voting results: Shares represented at th e time of voting:347,370,338
Voting Results
including votes casted electronically

% of the total represented
sharepresent
Votes in favor:330,060,921 Votes 95.01%
Votes against:81,343 Votes 0.02%
Votes invalid:0 Votes 0.00%
Votes abstained:17,228,074 Votes 4.95%

That above proposal was approved and adopted.

Ratification Proposal 2 Proposed by the Board of Directors

Proposal: Adoption of Fiscal 2022 Retained Earnings Distribution. Explanation:

Please refer to Attachment 5 on 2022 Table of Earnings Distribution 」. 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: 347,370,338

Voting Results
including votes casted electronically
% of the total represented
share present
Votes in favor:330,049,052 Votes 95.01%
Votes against:95,212Votes 0.02%
Votes invalid:0 Votes 0.00%
Votes abstained:17,226,074Votes 4.95%

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. Please proceed to discuss. Explanation:

3

To cooperate with the amendment of the law, it is proposed to amend some articles of the Articles of Incorporation. Please refer to Attachment 7 Comparison Table of Amended Articles of Incorporation 」.

Resolution: Voting results: Shares represented at the time of voting: 347,370,338

Voting Results
including votes casted electronically
% of the total represented
share present
Votes in favor:329,363,533Votes 94.81%
Votes against:89,756 Votes 0.02%
Votes invalid:0 Votes 0.00%
Votes abstained:17,917,049 Votes 5.15%

That above proposal was approved and adopted.

(VI) Matters for Election

Election Item Proposed by the Board of Directors

Proposal: The Election of 2 Independent Directors. Please vote. Explanation:

  1. According to the Articles of Incorporation, the Company shall have seven to nine directors, among whom there shall be no less than three independent directors, and no less than one-fifth of the number of directors.

  2. In order to comply with the regulations of Taiwan Stock Exchange Taiwan Zhengzhizi No. 1110024366, it is proposed to elect an additional independent director. In addition, Mr. Wen-Yuen Ken, an independent director, resigned on June 15, 2023, and there is a vacancy of an independent director. Therefore, this annual shareholders’ meeting is proposed to elect two independent directors. After the by-election, the Company has a total of eight directors (including four independent directors).

  3. The independent directors elected this time will take office after the shareholders' meeting, and the term of Directors is the same as that of the current directors, from June 16, 2023 to June 16, 2025

  4. Independent directors adopt a candidate nomination system, and shareholders shall appoint the candidates from the nomination list. For the list of candidates and the information, please refer to Attachment 8.

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

4

No. Title Name Votes Received
1 Independent Director Chong-Zen Hsieh 328,912,590
2 Independent Director Kou-Sheng Tseng 328,859,802

(VII) Matters for Other

Other Item Proposed by the Board of Directors

Proposal: Proposal to release the newly-elected Independent Directors from non-competition restrictions. Please proceed to discuss.

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 Independent Directors from non-competition restrictions in accordance with Article 209 of the Company Act. For the concurrent appointment of new Independent Directors, please refer to the current position column of Attachment 8 List of Candidates for Directors .

Resolution: Voting results: Shares represented at the time of voting: 347,370,338

Voting Results
including votes casted electronically
% of the total represented
share present
Votes in favor:329,177,645 Votes 94.76%
Votes against:229,945 Votes 0.06%
Votes invalid:0 Votes 0.00%
Votes abstained:17,962,748 Votes 5.17%

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

No inquiries were raised by shareholders at the Shareholders’ Meeting.

( 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.)

5

Attachment 1

VIA Technologies, Inc. 2022 Business Report

Despite mounting global economic and geopolitical uncertainty and a marked decline in the demand for technology products and services, the VIA Group achieved solid growth overall in 2022.

Revenues of the VIA Intelligent Solutions Division, formerly known as the VIA Embedded Platform Division, rose in 2022 due to continued demand from OEM projects in the US and Japan as well as increasing global adoption of VIA Intelligent Automotive Solutions in the commercial fleet, industrial vehicle, and heavy equipment safety segments.

With their advanced driver assistance and driver safety system algorithms and flexible cloud connectivity options, the VIA Mobile360 AI Dash Cam and the VIA Mobile360 M800 Video Telematics System have generated increased momentum in the global video telematics market for commercial fleet deployments.

Demand for the VIA Mobile360 Forklift Safety System, which was launched at the beginning of 2021, has also continued to grow in all key global markets across industries as diverse as petrochemicals, food and beverages, construction, warehousing and logistics, and automotive. The roll-outs of new VIA Mobile360 Forklift Safety System models and the attached VIA WorkX Connect Cloud Management Service have opened up new growth opportunities among enterprise customers worldwide.

Successful initial deployments of the VIA Mobile360 Heavy Equipment Safety System in mining and quarrying operations and large-scale construction projects have enabled VIA Intelligent Solutions to establish a strong foundation for accelerating growth in these high-potential market segments.

As governments continue to strengthen vehicle safety laws and regulations, we expect to see continued growth in demand for VIA Intelligent Automotive Solutions across all key global markets in 2023 and beyond. The rising need for enterprises to digitize their physical operations using advanced IoT, AI, and Cloud technologies to

6

boost safety and efficiency is another key trend that will fuel demand for VIA Intelligent Automotive Solutions in the years ahead.

VIA NEXT has continued to enhance the scope of the customized IC backend and system design services that form 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 rate due to continued demand from its client base

Despite the decline in demand caused by the severe contraction of the PC market in 2022, VIA Labs has maintained its technology and product leadership in the high-speed data transmission and power IC segment. As the Company that launched the world's first USB4 terminal device control chip, the Company is well equipped to respond to future changes in market conditions.

2、Business Report

(1) Y2022 Business results

Consolidated operating revenue in 2022 amounts to NTD 9,296,632 thousand. Net loss after tax attributable to the owners of the parent company is NTD 83,635 thousand. Based on the weighted average number of outstanding shares of 496,326 thousand shares, earnings per share is NT$0.17.

Item 2022 2021
Revenues
and
expenses
Operatingrevenue(NTD thousand) 9,296,632 7,001,135
Operatingincome(NTD thousand) 3,316,122 2,987,604
Net profit (loss) attributable to
owners of the parent company
(NTD thousand)
(83,635) 3,960,944
Profitability Return on assets (%) 1.19 21.80
Return on shareholders' equity(%) 1.55 35.23

Percentage
of paid-in
capital
(%)

Operating
profit
(loss)
0.07 (29.11)
Net profit before
tax
10.66 94.75
Netprofit margin(%) 2.39 62.21
Earnings per share (NTD) (0.17) 8.01

Note: The paid-in capital at the end of 2022 is including the capital received in advance of NT$4,875 thousand.

7

(2) Looking to the future

As the digital transformation of the enterprise proliferates across the global automotive, transportation, manufacturing, logistics, construction, aggregates, and mining sectors, we see promising growth potential for the VIA Intelligent Solutions Division in 2023 and beyond.

The video telematics segment represents a substantial opportunity for VIA Intelligent Automotive Solutions due to the growing need for commercial and public transportation operators to upgrade the safety of their vehicle fleets by integrating accident prevention and driver behavior monitoring applications to meet new regulatory requirements. Demand for cloud-based vehicle tracking, incident reporting, trip history, and other fleet management functions in order to reduce fuel, maintenance, and insurance costs is also on the rise in both the commercial and public transportation sectors.

Having established a leadership position in the video telematics market with the VIA Mobile360 AI Dash Cam and VIA Mobile360 M800 Video Telematics System, we will continue to increase penetration of key vertical segments including trucking and deliveries, taxis and ridesharing, and buses and coaches through continued system form factor, AI, and cloud optimizations for diverse usage requirements.

Following the successful roll-outs of new VIA Mobile360 Forklift Safety System 2PD and 3PD models and the VIA WorkX Connect Cloud Management Service in 2022, we have gained increased traction for the product among enterprise customers in all key global markets, most notably in North America and Japan. The introduction of the subscription-based VIA WorkX Connect Cloud Management Service is generating 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 take advantage of the promising potential of the aggregates and construction industries, we plan to step up the promotion of the VIA Mobile360 Heavy Equipment Safety System this year and beyond. With its unique vSense sensor fusion technology combining camera AI and radar detection of people and objects, the system has already achieved a leadership position in the market and can be installed on all the most popular classes of heavy vehicles – from loaders, haulers, and bulldozers to telehandlers, high-capacity forklifts, and waste disposal trucks.

8

To complement its IC backend and system design services, VIA NEXT will develop customer services to meet future market needs.

VIA Labs will continue to leverage its high-speed data transmission design and technology capabilities to develop innovative new products that increase convenience for consumers and business users. As the only company in the world to ship USB4 silicon, VIA Labs is in a strong position to further extend its market leadership.

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.

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

March 9, 2023

9

Attachment 2

VIA Technologies, Inc. Audit Committee’s Review Report

、 The Board of Directors has prepared the Company's 2022 business report financial statements and table of earnings distribution , among which the financial statements were certified by Deloitte & Touche, and issued an audit report with unqualified opinion. The above-mentioned business report、financial statements and table of earnings distribution 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.

To

2023 Annual General Shareholders Meeting of VIA Technologies Inc.

Chairman of the Audit Committee

Ti-Hsiang Wei

May 03, 2023

10

Attachment 3 Financial Statements

INDEPENDENT AUDITORS’ REPOR

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, 2022 and 2021, 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, 2022 and 2021, 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 the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public 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, 2022. 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, 2022 are as follows:

Revenue Recognition

  • 11 -

Revenue from the sale of goods is recognized when significant risks and control are transferred to the customers. Technical service revenue is recognized when the performance obligation of services is fulfilled and the amount of revenue can be reasonably measured. Since the revenue from specific customers is material to the consolidated financial statements, we considered the relevant recognition of revenue a key audit matter.

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

We obtained an understanding and tested the effectiveness of the design and the implementation of internal controls with respect to the revenue recognition of specific customers. We selected samples of revenue from the aforementioned customers and confirmed that revenue transactions have indeed occurred.

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, 2022 and 2021 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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

  • 12 -

As part of an audit in accordance with the Standards on Auditing of 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, 2022 and are therefore the key audit matters. We describe these

  • 13 -

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 9, 2023

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.

  • 14 -

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2022 AND 2021 (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)
Notes receivables and accounts receivable (Notes 4 and 10)
Accounts receivable - related parties (Notes 4, 10 and 34)
Other receivables (Notes 4, 10 and 34)
Inventories (Notes 4, 5 and 11)
Other current assets (Note 18)

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Notes 4 and 7)
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 13)
Property, plant and equipment (Notes 4, 14 and 35)
Right-of-use assets (Notes 4 and 15)
Investment properties, net (Notes 4, 5, 16 and 35)
Intangible assets (Notes 4 and 17)
Deferred tax assets (Notes 4 and 27)
Refundable deposits (Note 18)
Other assets - non-current (Note 18)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Financial liabilities at fair value through profit or loss - current (Notes 4 and 7)

Notes payable (Note 20)

Accounts payable (Note 20)

Accounts payable - related parties (Notes 20 and 34)

Other payables (Notes 21 and 34)

Current tax liabilities (Notes 4 and 27)

Provisions - current (Notes 4 and 22)

Lease liabilities - current (Notes 4, 15 and 34)

Current portion of long-term borrowings (Note 19)

Other current liabilities (Note 21)


Total current liabilities


NON-CURRENT LIABILITIES

Long-term borrowings (Note 19)

Long-term bills payable (Note 19)

Deferred tax liabilities (Notes 4 and 27)

Lease liabilities - non-current (Notes 4, 15 and 34)

Net defined benefit liabilities (Notes 4 and 23)

Credit balance of investments accounted for using the equity method (Notes 13 and 21)

Other non-current liabilities (Note 21)


Total non-current liabilities


Total liabilities


EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 24)

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 24)


Total equity


TOTAL
2022
Amount
%
$ 11,850,296
49
382,613
2
103,071
-
443,715
2
1,930
-
34,492
-
2,857,115
12

1,313,929

5

16,987,161
70

1,769,876
7
1,072,567
5
244,482
1
1,989,134
8
239,587
1
1,847,568
8
72,016
-
79,143
-
77,727
-

3,086

-


7,395,186
30

$ 24,382,347
100

$ 1,861
-

678
-

891,369
4

34,464
-

1,731,268
7

303,715
1

290,786
1

52,466
-

1,399,352
6

2,352,359
10



7,058,318
29



2,010,000
8

-
-

192,906
1

114,530
-

308,755
1

-
-

141,130

1



2,767,321
11



9,825,639
40



4,970,099
20

12,037
-

1,241,826
5

749,725
3

910,285
4

4,908,847
20

207,098

1


12,999,917
53


1,556,791

7


14,556,708
60


$ 24,382,347
100
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

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

  • 15 -

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 25 and 34)

OPERATING COSTS (Notes 11, 23, 26 and 34)

GROSS PROFIT

OPERATING EXPENSES (Notes 10, 23, 26 and 34)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss

Total operating expenses

PROFIT (LOSS) FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
(Notes 13, 26 and 34)
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 27)

NET (LOSS) PROFIT FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
(Notes 23 and 24)
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
2022
Amount
%
$ 9,296,632
100

5,980,510
64


3,316,122
36

764,478
8
618,862
7
1,928,797
21

653

-


3,312,790
36


3,332

-

136,251
2
410,007
4
59,029
1
(65,340) (1)

(12,802)

-


527,145

6

530,477
6

(308,055)
(4)


222,422

2

46,208
-
(45,359)
-
2021




























Amount
%
$ 7,001,135
100

4,013,531
58

2,987,604
42

735,954
10

598,880
9

3,091,760
44

3,091

-

4,429,685
63
(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)
(Continued)
  • 16 -

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Items that may be reclassified subsequently to profit
or loss
Exchange differences on translating foreign
operations

Share of the other comprehensive income (loss) of
associates

Other comprehensive income (loss) for the year,
net of income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

NET (LOSS) PROFIT ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


TOTAL COMPREHENSIVE INCOME
ATTRIBUTABLE TO:
Owners of the Company

Non-controlling interests


(LOSS) EARNINGS PER SHARE (Note 28)
From continuing operations
Basic
Diluted
2022
Amount
%
$ 932,373
10

1,699

-


934,921
10

$ 1,157,343
12

$ (83,635) (1)

306,057

3

$ 222,422

2

$ 860,081
9

297,262

3

$ 1,157,343
12

$ (0.17)
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
$ $

$

$
$ $
$
$
$ $



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

(Concluded)

  • 17 -

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

BALANCE, JANUARY 1, 2021

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 29)
Issuance of stock from exercise of employee stock options
Changes in percentage of ownership interests in the subsidiary (Note 30)
Recognition of employee share options issued by the subsidiary (Note 29)
BALANCE AT DECEMBER 31, 2021
Appropriation of 2021 earnings
Legal reserve
Special reserve
Cash dividends
Net profit for the year ended December 31, 2022
Other comprehensive loss for the year ended December 31, 2022

Total comprehensive income (loss) for the year ended December 31, 2022
Cash dividends distributed by the subsidiary
Change in capital surplus from investments in associates
Share-based payment transaction (Note 29)
Issuance of stock from exercise of employee stock options
Changes in percentage of ownership interests in the subsidiary (Note 30)
Recognition of employee share options issued by the subsidiary (Note 29)
BALANCE AT DECEMBER 31, 2022
Equity Attributable to Owners of the Company Equity Attributable to Owners of the Company Unearned
Total Equity
Attributable to
Employee
Benefits
Owners of the
Company
Non-controlling
Interests
$ -
$ 9,298,430
$ 1,275,997

-
-
-
-
-
-
-
(395,517 )
-
-
3,960,944
394,143

-

(331,228)

(2,714)


-

3,629,716

391,429

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

-

1,829

1,350

-
12,590,947
1,558,660
-
-
-
-
-
-
-
(495,350 )
-
-
(83,635 )
306,057

-

943,716

(8,795)


-

860,081

297,262

-
-
(325,580 )
(1,043 )
(644 )
-
-
13,349
-
-
44,857
-
-
(14,040 )
25,896

-

717

553

$ (1,043)
$ 12,999,917
$ 1,556,791
Total Equity
$ 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
-
-
(495,350 )
222,422

934,921

1,157,343
(325,580 )
(644 )
13,349
44,857
11,856

1,270
$ 14,556,708







Share Capital
Capital Collected
in Advance
Capital Surplus
$ 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
-
-
-
-
-
-
-
-
-
-
-
-

-

-

-


-

-

-

-
-
-
-
-
399
-
-
13,349
25,990
(12,844 )
31,711
-
-
(14,040 )

-

-

717

$ 4,970,099
$ 12,037
$ 1,241,826
Retained Earnings
Legal Reserve
Special Reserve
Unappropriated
Earnings
$ -
$ -
$ 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
394,847
-
(394,847 )
-
314,356
(314,356 )
-
-
(495,350 )
-
-
(83,635 )

-

-

46,107


-

-

(37,528)

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

-

-

-

$ 749,725
$ 910,285
$ 4,908,847
Other Equity







Exchange
Differences on
Translating
Unrealized Gain
or Loss on
Financial Assets
at Fair Value
Through Other
Foreign
Operations
Comprehensive
Income
$ (360,861 )
$ (9,848 )

-
-
-
-
-
-
-
-

(306,109)

(12,650)


(306,109)

(12,650)

-
-
-
-
-
-
-
-
-
-

-

-

(666,970 )
(22,498 )
-
-
-
-
-
-
-
-

933,556

(35,947)


933,556

(35,947)

-
-
-
-
-
-
-
-
-
-

-

-

$ 266,586
$ (58,445)








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

  • 18 -

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (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
(Gain) loss on disposal of property, plant and equipment
Loss (gain) on disposal of intangible assets
Impairment loss recognized on property, plant and equipment and
right-of-use assets
Loss on changes in fair value of investment properties
Gain on bargain purchase
Gain on lease modification
Changes in operating assets and liabilities
Financial assets mandatorily classified as at fair value through profit
or loss
Notes receivable and 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

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

Net cash generated from operating activities
2022
$ 530,477
235,179
75,948
653
65,340
(136,251)
(5,670)
14,619
12,802
(5,562)
27
-
29,679
(327)
(24,325)
108,663
210,227
820
(2,066)
(1,245,480)
(1,048,565)
12,738
1,861
(51)
(29,387)
769
15,322
151,102
1,851,615

1,146

821,303
134,200
5,670
(64,882)

(401,765)


494,526
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

Net cash generated from operating activities

(Continued)

  • 19 -

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (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
Purchase of long-term equity investments 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
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
Dividends paid to non-controlling interests

Net cash used in 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
2022
$ (447,811)
(131,971)
1,575,044
(165,760)
(155,397)
7,192
(13,546)
40,478
(89,030)
-
(644)
-

41,507


660,062

298,000
(692,000)
1,465,000
(878,000)
393,814
(303,501)
-
(113,167)
(495,350)
44,857
11,856

(325,580)


(594,071)


810,032

1,370,549

10,479,747

$ 11,850,296
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

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

  • 20 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders VIA Technologies, Inc.

Opinion

We have audited the accompanying parent company only financial statements of VIA Technologies, Inc. (the “Company”), which comprise the parent company only balance sheets as of December 31, 2022 and 2021, 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 (collectively referred to as the “financial statements”).

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, 2022 and 2021, 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 the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the parent company only Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public 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, 2022. 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, 2022 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 the performance obligation of services is fulfilled and the amount of revenue can be reasonably measured. Since the revenue from specific customers is material to the parent company only financial statements, we considered the relevant recognition of revenue a key audit matter.

  • 21 -

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

We obtained an understanding and tested the effectiveness of the design and the implementation of internal controls with respect to the revenue recognition of specific customers. We selected samples of revenue from the aforementioned customers and confirmed that revenue transactions have indeed occurred.

Evaluation of Investments Accounted for Using the Equity Method

As stated in Note 10 to the parent company only financial statements, as of December 31, 2022, the carrying amount of the investment in subsidiaries accounted for using the equity method was $13,741,033 thousand, representing 71% of the Company’s assets. For the year ended December 31, 2022, the amount of share of profit of subsidiaries was $443,268 thousand, representing 2,270% of the Company’s profit before income tax, which is material to the parent company only financial statements. Therefore, we considered the evaluation of investments in subsidiaries accounted for using the equity method 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 Standards on Auditing of 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, 2022, 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

  • 22 -

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

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

  • 23 -

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, 2022 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 9, 2023

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.

  • 24 -

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2022 AND 2021 (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 31)
Other receivables (Notes 4, 8 and 31)
Inventories (Notes 4, 5 and 9)
Other current assets (Note 15)

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Notes 4 and 7)
Investments accounted for using the equity method (Notes 4 and 10)
Property, plant and equipment (Notes 4, 11 and 32)
Right-of-use assets (Notes 4 and 12)
Investment properties, net (Notes 4, 5, 13 and 32)
Intangible assets (Notes 4 and 14)
Refundable deposits (Note 15)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES
Financial liabilities at fair value through profit or loss - current (Notes 4 and 7)

Notes payable (Note 17)
Accounts payable (Note 17)
Accounts payable - related parties (Notes 17 and 31)
Other payables (Notes 18 and 31)
Current tax liabilities (Notes 4 and 24)
Provisions - current (Notes 4 and 19)
Lease liabilities - current (Notes 4 and 12)
Current portion of long-term borrowings (Notes 16 and 32)
Other current liabilities (Note 18)

Total current liabilities

NON-CURRENT LIABILITIES
Long-term borrowings (Notes 16 and 32)
Long-term bills payable (Notes 16 and 32)
Deferred tax liabilities (Notes 4 and 24)
Lease liabilities - non-current (Notes 4 and 12)
Net defined benefit liabilities (Notes 4 and 20)
Credit balance of investments accounted for using the equity method (Notes 10 and 18)
Other non-current liabilities (Notes 18 and 31)

Total non-current liabilities

Total liabilities

EQUITY (Note 21)
Share capital
Advance receipts for share capital
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Other equity

Total equity

TOTAL
2022
Amount
%
$ 1,008,420
5
379,440
2
37,288
-
112,843
1
38,948
-
1,616,780
8

105,179

1


3,298,898
17

246,945
1
13,914,500 72
772,880
4
18,633
-
1,176,107
6
9,540
-

9,399

-


16,148,004
83

$ 19,446,902
100

$ 1,861
-
638
-
719,123
4
66,523
-
933,171
5
148,319
1
282,223
1
8,594
-
1,399,352
7

416,520

2


3,976,324
20

2,010,000 10
-
-
136,993
1
9,262
-
305,817
2
-
-

8,589

-


2,470,661
13


6,446,985
33

4,970,099 26
12,037
-
1,241,826
6
749,725
4
910,285
5
4,908,847 25

207,098

1


12,999,917
67

$ 19,446,902
100
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

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

  • 25 -

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except (Loss) Earnings Per Share)

OPERATING REVENUE (Notes 4, 22 and 31)

OPERATING COSTS (Notes 9, 20, 23 and 31)

GROSS PROFIT
UNREALIZED GAIN ON TRANSACTIONS WITH
SUBSIDIARIES
REALIZED GAIN ON TRANSACTIONS WITH
SUBSIDIARIES

REALIZED GROSS PROFIT

OPERATING EXPENSES (Notes 20, 23 and 31)
Selling and marketing expenses
General and administrative expenses
Research and development expenses

Total operating expenses

LOSS FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
(Notes 10, 13, 23 and 31)
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 24)

NET (LOSS) PROFIT FOR THE YEAR
2022
Amount
%
$ 3,898,575
100

3,117,484
80

781,091
20
(17,542)
-

2,620

-


766,169
20

125,043
3
458,808
12

511,745
13


1,095,596
28


(329,427)
(8)

9,005
-
99,596
3
(134,751) (4)
(56,247) (1)

431,347
11


348,950

9

19,523
1

(103,158)
(3)


(83,635)
(2)
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
(Continued)
  • 26 -

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars, Except (Loss) Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS)
(Notes 20 and 21)
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 income (loss) for the year,
net of income tax

TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

(LOSS) EARNINGS PER SHARE (Note 25)
From continuing operations
Basic
Diluted
2022
Amount
%
$ 45,974
1
133
-
(35,947) (1)
933,524
24

32

-


943,716
24

$ 860,081
22

$ (0.17)
2021









Amount
%
$ (12,501)
-

32
-

(12,650) (1)
$ (306,080) (12)

(29)

-

(331,228)
(13)
$ 3,629,716
141
$ 8.01
$ 7.84
$ $


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

  • 27 -

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2021

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
Share-based payment transaction (Note 26)
Issuance of ordinary shares under employee share options
Changes in percentage of ownership interests in the subsidiary (Note 27)
Recognition of employee share options issued by the subsidiary

BALANCE AT DECEMBER 31, 2021
Appropriation of 2021 earnings
Legal reserve
Special reserve
Cash dividends distributed
Net loss for the year ended December 31, 2022
Other comprehensive income (loss) for the year ended December 31, 2022

Total comprehensive (loss) income for the year ended December 31, 2022

Changes in capital surplus from investments in associates
Share-based payment transaction (Note 26)
Issuance of ordinary shares under employee share options
Changes in percentage of ownership interests in the subsidiary (Note 27)
Recognition of employee share options issued by the subsidiary

BALANCE AT DECEMBER 31, 2022
Share Capital
Capital Collected in
Advance
Capital Surplus
$ 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
-
-
-
-
-
-
-
-
-
-
-
-

-

-

-

-

-

-
-
-
399
-
-
13,349
25,990
(12,844 )
31,711
-
-
(14,040 )

-

-

717
$ 4,970,099
$ 12,037
$ 1,241,826
Retained Earnings
Other Equity
Unrealized Loss on
Financial Assets at
Fair Value Through Exchange Differences
Legal Reserve
Special Reserve
Unappropriated
Earnings
Other Comprehensive
Income
on Translating
Foreign Operations
Unearned Employee
Benefits
$ -
$ -
$ 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 )
-
394,847
-
(394,847 )
-
-
-
-
314,356
(314,356 )
-
-
-
-
-
(495,350 )
-
-
-
-
-
(83,635 )
-
-
-

-

-

46,107

933,556

(35,947)

-


-

-

(37,528)

933,556

(35,947)

-

-
-
-
-
-
(1,043 )
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-

-

-

-

-

-

$ 749,725
$ 910,285
$ 4,908,847
$ 266,586
$ (58,445)
$ (1,043)
Total Equity
$ 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
-
-
(495,350 )
(83,635 )

943,716

860,081
(644 )
13,349
44,857
(14,040 )

717
$ 12,999,917







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

  • 28 -

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (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
Loss (gain) on changes in fair value of investment properties
Gain on lease modification
Gain on bargain purchase
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

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
2022
$ 19,523

35,079
11,750
56,247
(9,005)
(5,612)
4,241
(431,347)
-
-
17,542
(2,620)
27,341
(67)
(327)
150,355
38,103
8,929
(12,450)
(566,258)
45,514
1,861
(47)
79,748
(12,868)
10,654
149,440
182,886
1,109

(200,279)
8,873
5,612
(55,943)
(79,538)

(321,275)


(165,760)
-
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)
(24,672)

(3)

-
(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
(Continued)
  • 29 -

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 (In Thousands of New Taiwan Dollars)

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 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
2022
$ (23,074)
-
(585)
198
(10,297)
-
(644)
-
1,281,863

1,081,701

298,000
(692,000)
1,465,000
(878,000)
116
(180)
(9,973)
(495,350)
44,857

(267,530)

492,896
515,524

$ 1,008,420
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

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

(Concluded)

  • 30 -

Attachment 4

2022 Remuneration to Directors

December 31, 2022

Unit: NT$ thousands

Unit: NT$ Unit: NT$ thousands
Title Name Remuneration Ratio of Total
Remuneration
(A+B+C+D) to Net
Income (%)
Remuneration received by directors for concurrent service
as an employee
Amount of Total
Compensation
(A+B+C+D+E+F+G) to
Net Income (%)
Remuner-
-ation
received from
investee
enterprises
other than
subsidiaries
or from the
parent
company
Base
compensation (A)
Retirement pay
and pension (B)
Director
profit-sharing
compensation(C)
Expenses and
perquisites (D)
Salary, rewards,
and special
disbursements(E)
Retirement pay
and pension (F)
Employee profit-sharing
compensation (G)
The
Com-
pany
All
Consolidated
Entities
The
Com-
pany

All
Consolidated
Entities
The
Com-
pany

All
Consolidated
Entities
The
Com-
pany

All
Consolidated
Entities
The
Com-
pany
All
Consolidate
d
Entities
The
Com-
pany

All
Consolidated
Entities
The
Com-
pany

All
Consolidated
Entities
The
Company
All
Consolidated
Entities
The
Company
All
Consolidated
Entities
Cash Stock Cash Stock
Chairman &
President
Wenchi
Chen
0 0 0 0 0 0 0 0 0
0%
0
0%
0 0 0 0 0 0 0 0 0
0%
0
0%
None
Director Cher
Wang
0 0 0 0 0 0 0 0 0
0%
0
0%
0 0 0 0 0 0 0 0 0
0%
0
0%
None
Director &
Senior Vice
President
Tzumu
Lin
0 0 0 0 0 0 0 0 0
0%
0
0%
0 2,966 0 0 0 0 0 0 0
0%
2,966
-3.546%
None
Director Qun-Mao
Liu
0 0 0 0 0 0 60 60 60
-0.072%
60
-0.072%
0 0 0 0 0 0 0 0 60
-0.072%
60
-0.072%
None
Independent
Director
Wei-The
Hsu
240 240 0 0 0 0 60 60 300
-0.359%
300
-0.359%
0 0 0 0 0 0 0 0 300
-0.359%
300
-0.359%
None
Independent
Director
Ti-Hsiang
Wei
240 240 0 0 0 0 60 60 300
-0.359%
300
-0.359%
0 0 0 0 0 0 0 0 300
-0.359%
300
-0.359%
None
Independent
Director
Wen-Yuen
Ken

240
240 0 0 0 0 60 60 300
-0.359%
300
-0.359%
0 0 0 0 0 0 0 0 300
-0.359%
300
-0.359%
None
The remuneration of the independent directors of the Company includes the carriage and attendance fees for board meetings, fixed compensation for serving on functional committees, and director's
remuneration as provided for in the Company's Articles of Incorporation. The aforementioned fixed remuneration amount is based on the Company’s remuneration committee with reference to industry
standards and individual directors' time investmentresponsibilities and other factors, which was approved by the Board of Directors.
Remuneration paid to directors by all consolidated entities for services (such as nonemployee consultants and others) other than disclosed in the table above: None
* Compensation information disclosed in this statement differs from the concept of income under the Income Tax Act. This statement is intended to provide information disclosure and not tax-related information.
  • 31 -

Attachment 5

VIA Technologies, Inc. 2022

Table of Earnings Distribution

VIA Technologies, Inc.
2022
Table of Earnings Distribution
VIA Technologies, Inc.
2022
Table of Earnings Distribution
Currency:NTD
Items Amount
Net loss of 2022 (83,635,352)
Add: Remeasurements of defined benefit plans recognized
in retained earnings 46,106,131
Less: Legal reserve(10%) 0
Add: Reversal of special reserve 733,680,465
Earnings in 2022 available for distribution 696,151,244
Add: Unappropriated retained earnings ofpreviousyears 4,946,375,401
Retained earnings available for distribution as of
December 31, 2022 5,642,526,645
Distribution item:
Less: Cash dividend (NTD0.15per share) (74,751,741)
Retained earnings at the end of theperiod 5,567,774,904

Note: The number of shares for cash dividends is calculated on the basis of the actual number of outstanding shares 498,344,941 as of April 18, 2023.

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

  • 32 -

Attachment 6

VIA Technologies, Inc. Comparison Table of Amended Corporate Social Responsibility Best Practice Principles

Amended Principles Name Amended Principles Name Original Principles Name Original Principles Name Original Principles Name Description
Sustainable Development Best Practice
Principles
Corporate Social Responsibility Best
Practice Principles
In order to
cooperate
with the
amendment
ofthelaw.
Amended Version Original Version Description
Article 2
The
Principles
applies
the
entire
operations of the Company and its
business group.
The Principles encourages the Company
to
actively
fulfill
sustainable
developmentin the course of their
business operations so as to follow
international development trends and to
contribute to the economic development
of the country, to improve the quality of
life of employees, the community and
society
by
acting
as
responsible
corporate citizens, and to enhance
competitive edges built onsustainable
development.
Article 2
The
Principles
applies
the
entire
operations of the Company and its
business group.
The Principles encourages the Company
to actively fulfilltheir corporate social
responsibilityin the course of their
business operations so as to follow
international development trends and to
contribute to the economic development
of the country, to improve the quality of
life of employees, the community and
society
by
acting
as
responsible
corporate citizens, and to enhance
competitive edges built oncorporate
social responsibility.
In order to
cooperate
with
the
amendment
of the name.
Article 3
In promotingsustainable development
initiatives, the Company shall, in its
corporate management guidelines and
business
operations,
give
due
consideration to the rights and interests
of stakeholders and, while pursuing
sustainable operations and profits, also
give
due
consideration
to
the
environment, society and corporate
governance.
Omitted…
Article 3
In
fulfilling
corporate
social
responsibilityinitiatives, the Company
shall, in its corporate management
guidelines and business operations, give
due consideration to the rights and
interests of stakeholders and, while
pursuing sustainable operations and
profits, also give due consideration to
the environment, society and corporate
governance.
Omitted…
corporate In order to
cooperate
with
the
amendment
of the name.
Article 4
To implement
initiatives, the
sustainable development
Companyis advised to
Article 4
To
implement
corporate
social
responsibilityinitiatives, the Company
In order to
cooperate
with
the
  • 33 -
Amended Version Original Version Description
follow the principles below:
1. Exercise corporate governance.
2. Foster a sustainable environment.
3. Preserve public welfare.
4. Enhance disclosure of corporate
sustainable developmentinformation.
is advised to follow the principles
below:
1.Exercise corporate governance.
2.Foster a sustainable environment.
3.Preserve public welfare.
4.Enhance disclosure ofcorporate social
responsibilityinformation.
amendment
of the name.
Article 5
The
Company
shall
take
into
consideration the correlation between
the development of domestic and
internationalsustainable development
issuesand corporate core business
operations, and the effect of the
operation of individual companies and
of their respective business groups as a
whole on stakeholders, in establishing
their policies, systems or relevant
management guidelines, and concrete
promotion
plans
for
sustainable
developmentprograms, which shall be
approved by the Audit Committee and
the board of directors and then reported
to the shareholders meeting.
The board of directors is authorized to
adopt any future amendments.
When a shareholder proposes a motion
involvingsustainable development, the
Company's board of directors is advised
to review and consider including it in
the shareholders meeting agenda.
Article 5
The
Company
shall
take
into
consideration the correlation between
the development of domestic and
international
corporate
social
responsibility principlesand corporate
core business operations, and the effect
of
the
operation
of
individual
companies and of their respective
business
groups
as
a
whole
on
stakeholders,
in
establishing
their
policies,
systems
or
relevant
management guidelines, and concrete
promotion plans forcorporate social
responsibilityprograms, which shall be
approved by the Audit Committee and
the board of directors and then reported
to the shareholders meeting.
When a shareholder proposes a motion
involving
corporate
social
responsibility,the Company's board of
directors is advised to review and
consider including it in the shareholders
meeting agenda.
In order to
cooperate
with
the
amendment
of the name.
Article 7
The directors of a the Company shall
exercise
the
due
care
of
good
administrators to urge the Company to
perform itssustainable development
initiatives, examine the results of the
implementation thereof from time to
time and continually make adjustments
so
as
to
ensure
the
thorough
implementation
of
its
sustainable
development policies.
The board of directors of the Company
is advised to give full consideration to
the interests of stakeholders, including
the following matters, in the Company's
Article 7
The directors of the Company shall
exercise
the
due
care
of
good
administrators to urge the Company to
perform
its
corporate
social
responsibilityinitiatives, examine the
results of the implementation thereof
from time to time and continually make
adjustments so as to ensure the thorough
implementation of its corporate social
responsibility policies.
The board of directors of the Company
is advised to give full consideration to
the interests of stakeholders, including
the following matters, in the Company's
In order to
cooperate
with
the
amendment
of the name.
  • 34 -
Amended Version Original Version Description
furtherance
of
its
sustainable
development objectives:
1.
Identifying
the
Company's
sustainable developmentmission or
vision, and declaring itssustainable
developmentpolicy, systems or relevant
management guidelines;
2. Makingsustainable developmentthe
guiding principle of the Company's
operations
and
development,
and
ratifying concrete promotional plans for
sustainable developmentinitiatives; and
3.
Enhancing
the
timeliness
and
accuracy of the disclosure ofsustainable
developmentinformation.
Omitted…
performance of its corporate social
responsibility initiatives:
1.Identifying the Company'scorporate
social responsibilitymission or vision,
and declaring itscorporate social
responsibility
policy,
systems
or
relevant management guidelines;
2.Makingcorporate social responsibility
the guiding principle of the Company's
operations
and
development,
and
ratifying concrete promotional plans for
corporate
social
responsibility
initiatives; and
3.Enhancing
the
timeliness
and
accuracy of the disclosure ofcorporate
social responsibilityinformation.
Omitted…
Article 8
The Company is advised to, on a
regular basis, organize education and
training on thepromotion of sustainable
development
initiatives,
including
promotion of the matters prescribed in
paragraph 2 of the preceding article.
Article 8
The Company is advised to, on a regular
basis, organize education and training
on theimplementation of corporate
social
responsibility
initiatives,
including promotion of the matters
prescribed in paragraph 2 of the
preceding article.
In order to
cooperate
with
the
amendment
of the name.
Article 9
For
the
purpose
of
managing
sustainable developmentinitiatives, the
Company is advised tocreate a
governance structure for promotion of
sustainable development, andestablish
an
exclusively
(or
concurrently)
dedicated unit to be in charge of
proposing and enforcing thesustainable
development
policies,
systems,
or
relevant management guidelines, and
concrete promotional plans and to
report on the same to the board of
directors on a periodic basis.
The Company is advised to adopt
reasonable remuneration policies, to
ensure that remuneration arrangements
support the strategic aims of the
organization,
and
align
with
the
Article 9
For the purpose of managingcorporate
social responsibilityinitiatives, the
Company is advised to establish an
exclusively (or concurrently) dedicated
unit to be in charge of proposing and
enforcing
the
corporate
social
responsibility
policies,
systems,
or
relevant management guidelines, and
concrete promotional plans and to
report on the same to the board of
directors on a periodic basis.
The Company is advised to adopt
reasonable remuneration policies, to
ensure that remuneration arrangements
support the strategic aims of the
organization,
and
align
with
the
In order to
cooperate
with
the
amendment
of the name.
  • 35 -
Amended Version Original Version Description
interests of stakeholders.
It
is advised that
the employee
performance
evaluation
system
be
combined withsustainable development
policies, and that a clear and effective
incentive and discipline system be
established.
interests of stakeholders.
It
is
advised
that
the
employee
performance
evaluation
system
be
combined
with
corporate
social
responsibilitypolicies, and that a clear
and effective incentive and discipline
system be established.
Article 10
The Company shall, based on respect
for
the
rights
and
interests
of
stakeholders, identify stakeholders of
the
Company,
and
establish
a
designated section for stakeholders on
the company website; understand the
reasonable expectations and demands of
stakeholders
through
proper
communication
with
them,
and
adequately respond to the important
sustainable developmentissues which
they are concerned about.
Article 10
The Company shall, based on respect
for
the
rights
and
interests
of
stakeholders, identify stakeholders of
the company, and establish a designated
section
for
stakeholders
on
the
Company
website;
understand
the
reasonable expectations and demands of
stakeholders
through
proper
communication
with
them,
and
adequately respond to the important
corporate social responsibilityissues
whichthey are concerned about.
In order to
cooperate
with
the
amendment
of the name.
Article 12
The Company is advised to endeavor to
utilizeenergy more efficientlyand use
renewable materials which have a low
impact on the environment to improve
sustainability of natural resources.
Article 12
The Company is advised to endeavor to
utilizeall resources more efficientlyand
use renewable materials which have a
low impact on the environment to
improve
sustainability
of
natural
resources.
In order to
focus on the
management
of
utilize
energy
to
reduce
the
emission
of
greenhouse
gases.
Article 17
The Company is advised to assess the
current and future potential risks and
opportunities that climate change may
present to enterprises and to adopt
related measures.
The Company is advised to adopt
standards or guidelines generally used
in Taiwan and abroad to enforce
corporate greenhouse gas inventory and
to make disclosures thereof, the scope
of which shall include the following:
1. Direct greenhouse gas emissions:
emissions from operations that are
owned or controlled by the Company.
2. Indirect greenhouse gas emissions:
emissionsresultingfromthe utilization
Article 17
The Company is advised to assess the
current and future potential risks and
opportunities that climate change may
present to enterprises and to adopt
climaterelated measures.
The Company is advised to adopt
standards or guidelines generally used
in Taiwan and abroad to enforce
corporate greenhouse gas inventory and
to make disclosures thereof, the scope
of which shall include the following:
1.Direct greenhouse gas emissions:
emissions from operations that are
owned or controlled by the Company.
2.Indirect greenhouse gas emissions:
In order to
cooperate
with
the
amendment
of the law
  • 36 -
Amended Version Original Version Description
of energy such as imported electricity,
heating, or steam.
3.Other indirect emissions: emissions
resulting from corporate activities that
are not indirect emissions from energy,
but are from other sources of emissions
owned or controlled by the Company.
emissions resulting from thegeneration
of externally purchased or acquired
electricity, heating, or steam.
Article 26
The Company is advised to assess the
impact their procurement has on society
as well as the environment of the
community that they are procuring
from, and shall cooperate with their
suppliers to jointly implement the
sustainable developmentinitiative.
The Company is advised to establish
supplier
management
policies
and
request suppliers to comply with rules
governing issues such as environmental
protection, occupational safety and
health or labor rights. Prior to engaging
in commercial dealings, the Company is
advised to assess whether there is any
record of a supplier's impact on the
environment and society, and avoid
conducting transactions with those
againstsustainable developmentpolicy.
When the Company enter into a
contract with any oftheirmajor
suppliers, the content should include
terms stipulating mutual compliance
withsustainable developmentpolicy,
and that the contract may be terminated
or rescinded any time if the supplier has
violated such policy and has caused
significant negative impact on the
environment
and
society
of
the
community of the supply source.
Article 26
The Company is advised to assess the
impact their procurement has on society
as well as the environment of the
community that they are procuring
from, and shall cooperate with their
suppliers to jointly implement the
corporate social responsibilityinitiative.
The Company is advised to establish
supplier
management
policies
and
request suppliers to comply with rules
governing issues such as environmental
protection, occupational safety and
health or labor rights. Prior to engaging
in commercial dealings, the Company is
advised to assess whether there is any
record of a supplier's impact on the
environment and society, and avoid
conducting transactions with those
againstcorporate social responsibility
policy.
When the Company enter into a contract
with any of major suppliers, the content
should include terms stipulating mutual
compliance
with
corporate
social
responsibilitypolicy, and that the
contract may be terminated or rescinded
any time if the supplier has violated
such policy and has caused significant
negative impact on the environment and
society of the community of the supply
source.
In order to
cooperate
with
the
amendment
of the name.
Amended Article Name Original Article Name Description
  • 37 -
Chapter 5 Enhancing Disclosure of
Sustainable DevelopmentInformation
Chapter 5 Enhancing Disclosure of
Corporate Social Responsibility
Information
In order to
cooperate
with the
amendment
ofthelaw.
Amended Version Original Version Description
Article 28
Omitted…
Relevant
information
relating
to
sustainable developmentwhich the
Company shall disclose includes:
1. The policy, systems or relevant
management guidelines, and concrete
promotion
plans
for
sustainable
developmentinitiatives, as resolved by
the board of directors.
2. The risks and the impact on the
corporate
operations
and
financial
condition
arising
from
exercising
corporate
governance,
fostering
a
sustainable environment and preserving
social public welfare.
3. Goals and measures forpromoting
the sustainable developmentinitiatives
established by the companies, and
performance in implementation.
4. Major stakeholders and their concerns.
5. Disclosure of information on major
suppliers' management and performance
with respect to major environmental and
social issues.
6.
Other
information
relating
to
sustainable developmentinitiatives.
Article 28
Omitted…
Relevant
information
relating
to
corporate social responsibilitywhich the
Company shall disclose includes:
1.The policy, systems or relevant
management guidelines, and concrete
promotion plans forcorporate social
responsibilityinitiatives, as resolved by
the board of directors.
2.The risks and the impact on the
corporate
operations
and
financial
condition
arising
from
exercising
corporate
governance,
fostering
a
sustainable environment and preserving
social public welfare.
3.Goals and measures forrealizing the
corporate
social
responsibility
initiatives established by the companies,
and performance in implementation.
4.Major
stakeholders
and
their
concerns.
5.Disclosure of information on major
suppliers' management and performance
with respect to major environmental and
social issues.
6.Other
information
relating
to
corporate
social
responsibility
initiatives.
In order to
cooperate
with
the
amendment
of the name.
Article 29
The
Company
shall
adopt
internationally
widely
recognized
standards or guidelines when producing
sustainabilityreports, to disclose the
status of their implementation of the
sustainable developmentpolicy. It also
is advisable to obtaina third-party
Article 29
The
Company
shall
adopt
internationally
widely
recognized
standards or guidelines when producing
corporate social responsibilityreports,
to
disclose
the
status
of
their
implementation of thecorporate social
responsibility policy.It alsois advisable
In order to
cooperate
with
the
amendment
of the name.
  • 38 -
Amended Version Original Version Description
assurance or verification for reports to
enhance
the
reliability
of
the
information in the reports. The reports
are advised to include:
1. The policy, system, or relevant
management guidelines and concrete
promotion
plans
for
implementing
sustainable developmentinitiatives.
Omitted…
to obtain a third-party assurance or
verification for reports to enhance the
reliability of the information in the
reports. The reports are advised to
include:
1.The policy, system, or relevant
management guidelines and concrete
promotion
plans
for
implementing
corporate
social
responsibility
initiatives.
Omitted…
Article 30
The Company shall at all times monitor
the development of domestic and
foreign
sustainable
development
standards and the change of business
environment so as to examine and
improve their establishedsustainable
developmentframework and to obtain
better results from thepromotion of the
sustainable developmentpolicy.
The principles were adopted on 20
March 2020.
1st amendment on 1 November, 2022.
Article 30
The Company shall at all times monitor
the development of domestic and
foreigncorporate social responsibility
standards and the change of business
environment so as to examine and
improve their establishedcorporate
social responsibilityframework and to
obtain
better
results
from
the
implementation of the corporate social
responsibilitypolicy.
The principles were adopted on 20
March 2020.
Amendment
date
  • 39 -

Attachment 7

VIA Technologies Inc. Comparison Table of Amended Articles of Incorporation

AmendedVersion OriginalVersion Description
Article 2: The Company’s main
business activities:
1. CC01060 Wired Communication
Equipment and Apparatus
Manufacturing
2. CC01070 Telecommunication
Equipment and Apparatus
Manufacturing
3. CC01080 Electronic Parts and
Components Manufacturing
4. CC01110 Computers and
Computing Peripheral Equipment
Manufacturing
5. E605010 Computing Equipment
Installation Construction
6. E603090 Illumination Equipment
Construction
7. F113050 Wholesale of Computing
and Business Machinery Equipment
8. F113070 Wholesale of Telecom
Instruments
9. F118010 Wholesale of Computer
Software
10. F119010 Wholesale of Electronic
Materials
11. F213030 Retail sale of Computing
and Business Machinery Equipment
12. F213060 Retail Sale of Telecom
Instruments
13. F218010 Retail Sale of Computer
Software
14. F219010 Retail Sale of Electronic
Materials
15. F401010 International Trade
16.F601010 Intellectual Property
17.I301010 Software Design Services
18.I301020 Data Processing Services
19.I501010 Product Designing
20.IG03010 Energy Technical
Services
Article 2: The Company’s main
business activities:
1. CC01060 Wired Communication
Equipment and Apparatus
Manufacturing
2. CC01070 Telecommunication
Equipment and Apparatus
Manufacturing
3. CC01080 Electronic Parts and
Components Manufacturing
4. CC01110 Computers and
Computing Peripheral Equipment
Manufacturing
5. E605010 Computing Equipment
Installation Construction
6. E603090 Illumination Equipment
Construction
7. F113050 Wholesale of Computing
and Business Machinery Equipment
8. F113070 Wholesale of Telecom
Instruments
9. F118010 Wholesale of Computer
Software
10. F119010 Wholesale of Electronic
Materials
11. F213030 Retail sale of Computing
and Business Machinery Equipment
12. F213060 Retail Sale of Telecom
Instruments
13. F218010 Retail Sale of Computer
Software
14. F219010 Retail Sale of Electronic
Materials
15. F401010 International Trade
16. F401021 Restrained Telecom
Radio Frequency Equipment and
Materials Import
17. F601010 Intellectual Property
18. I301010 Software Design Services
19. I301020 Data ProcessingServices
Amendment
according to
Telecommun-
ications
Management
Act.
  • 40 -
Amended Version OriginalVersion Description
21. ZZ99999 All business items that
are not prohibited or restricted by law,
except those that are subject to special
approval.
20. I501010 Product Designing
21. IG03010 Energy Technical
Services
22. ZZ99999 All business items that
are not prohibited or restricted by law,
except those that are subject to special
approval.
Article 21:
If there is a net profit in the final
accounts of the Company, it shall be
allocated in the following order:
1. Pay taxes.
2. Cover accumulated losses.
3. 10% shall be reserved as statutory
surplus reserve, but this is no longer
necessary when the statutory surplus
reserveamounts to the total paid-in
capital.
4. Special reserve shall be increased or
rotated in accordance with the law.
When a special reserve is appropriated
for cumulative net debit balance
reserves from prior period and
cumulative net increases in fair value
measurement of investment properties
from prior period, the sum of net profit
for current period and items other than
net profit that are included directly in
the unappropriated earnings for
current period is used if the prior
unappropriated earnings is not
sufficient.
5. After the allocation in item 1-4, the
BOD shall prepare the Surplus
distribution case with the previous
annual accumulation of undistributed
surplus.
Considering the overall environment,
long-term financial planning, and the
aim to achieve sustainability and
stable business development, the
Company's dividend policy is set
based on capital budgeting and
funding needs, as well as shareholders’
interests and other factors.
Article 21:
If there is a net profit in the final
accounts of the Company, it shall be
allocated in the following order:
1. Pay taxes.
2. Cover accumulated losses.
3. 10% shall be reserved as statutory
surplus reserve, but this is no longer
necessary when the statutory surplus
reserve has reachedthe Company’s
total amount of capital.
4. Special reserve shall be increased or
rotated in accordance with the law.
When a special reserve is appropriated
for cumulative net debit balance
reserves from prior period and
cumulative net increases in fair value
measurement of investment properties
from prior period, the sum of net profit
for current period and items other than
net profit that are included directly in
the unappropriated earnings for
current period is used if the prior
unappropriated earnings is not
sufficient.
5. After the allocation in item 1-4, the
BOD shall prepare the Surplus
distribution case with the previous
annual accumulation of undistributed
surplus.
Considering the overall environment,
long-term financial planning, and the
aim to achieve sustainability and
stable business development, the
Company's dividend policy is set
based on capital budgeting and
funding needs, as well as shareholders’
interests and other factors.
Compliant
with the letter
of MOEA
  • 41 -
Amended Version OriginalVersion Description
The shareholders’ dividends allocated
shall not be lower than ten percent of
the net surplus of current year. The
proportion of cash dividends should
not be less than ten percent of total
dividend.
Surplus distribution to be handled as
follows: distributable dividends and
bonuses、capital reserve or statutory
surplus reserve in whole or in part may
be paid in cash after a resolution has
been adopted by a majority vote at a
meeting of the board of directors
attended by two-thirds of the total
number of directors; and in addition
thereto a report of such distribution
shall be submitted to the shareholders’
meeting. If the Company distributes
surplus earning in the form of new
shares, it shall be handled in
accordance with the Company Act by
resolution of the shareholders meeting.
The shareholders’ dividends allocated
shall not be lower than ten percent of
the net surplus of current year. The
proportion of cash dividends should
not be less than ten percent of total
dividend.
Surplus distribution to be handled as
follows: distributable dividends and
bonuses、capital reserve or statutory
surplus reserve in whole or in part may
be paid in cash after a resolution has
been adopted by a majority vote at a
meeting of the board of directors
attended by two-thirds of the total
number of directors; and in addition
thereto a report of such distribution
shall be submitted to the shareholders’
meeting. If the Company distributes
surplus earning in the form of new
shares, it shall be handled in
accordance with the Company Act by
resolution of the shareholders meeting.
Article 23:
These Articles of Incorporation were
drawn up on September 16, 1992.
1st amendment on January 4, 1994
Omitted…
22nd amendment on June 17, 2022
23rd amendment on June 16, 2023
Article 23:
These Articles of Incorporation were
drawn up on September 16, 1992.
1st amendment on January 4, 1994
Omitted…
22nd amendment on June 17, 2022
Add the date
of
amendment
in this
Article.
  • 42 -

Attachment 8

VIA Technologies, Inc. List of Candidates for Independent Directors

No.
Name
Selected Education/Experience Current Positions Current
Share-
holding
1 Chong-Zen
Hsieh
Bachelor of Industrial Engineering,
Feng Chia University
President, Golden Bridge Electech Inc.
President, VIA Optical Solution
Special Assistant to President, VIA
Technologies, Inc.
Chairman, Medical Instrument
Technology CO., Ltd.
Founder & Chairman, Countenance
Biotech Inc.

Remuneration Committee
Members, VIA Technologies,
Inc.
0
2 Kou-Sheng
Tseng
Bachelor of Industrial Education,
Normal University
Sales Director, American Kodak
Corporation.
Managing Director, Achelis Taiwan
Co.,Limited
Independent Director, Chander
Electronics Corp.
Chairman & CEO, Gabriel
Broadcasting Foundation
Chairman & CEO, GOOD TV
Broadcasting Corp.

0
  • 43 -