VIA - AGM Information 2024 | FinancialReports.eu

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2024 Annual General Shareholders’ Meeting

Agenda Book

(Translation)

June 20, 2024

Pages Agenda for Annual Shareholders’ Meeting ....................................................................... 1 Report Items ......................................................................................................................... 2 Matters for Ratification ...................................................................................................... 4 Extemporary Motions ......................................................................................................... 4

Attachments

Attachment 1: 2023 Business Report ......................................................................................... .5 Attachment 2: 2023 Audit Committee’s Review Report ............................................................ .9 Attachment 3: 2023 Financial Statements .................................................................................. 10 Attachment 4: 2023 Remuneration of Directors ........................................................................ 30 Attachment 5: 2023 Table of Earnings Distribution .................................................................. 31

Appendices

Appendix 1: Shareholdings of Directors (incl. independent directors) ..................................... 32 Appendix 2: Articles of Incorporation ....................................................................................... 33 Appendix 3: Rules of Procedure for Shareholders ' Meetings ................................................ 39

VIA Technologies, Inc.

2024 Annual General Shareholders’ Meeting Agenda

I. Time: June 20, 2024 (Thursday) at 9:00 a.m.
II. Venue: No. 205, Sec. 3, Beixin Rd., Xindian Dist., New Taipei City 231, Taiwan

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

III. Type of Meeting: Physical Meeting
IV. Meeting procedure:
(1) Call Meeting to Order
(2) Chairman’s Address

(3) Report Items

2023 Business Report.
2023 Audit Committee’s Review Report.
2023 Compensation Distribution for Employees and Directors.
2023 Cash Dividend Distribution.
2023 Directors' Remuneration Report.

(4) Matters for Ratification

Adoption of Fiscal 2023 Business Report and Financial Statements.
Adoption of Fiscal 2023 Retained Earnings Distribution.

(5) Extemporary Motions

(6) Adjournment

Report Items

Report Item 1 Proposed by the Board of Directors

Proposal: 2023 Business Report. Please review. Explanation:

Please refer to Attachment 1 on page 5-8 and Attachment 3 on page 10-29.

Report Item 2 Proposed by the Board of Directors

Proposal: 2023 Audit Committee’s Review Report. Please review. Explanation:

Please refer to Attachment 2 on page 9.

Report Item 3 Proposed by the Board of Directors

Proposal: 2023 Compensation Distribution for Employees and Directors. Please review.

Explanation:

According to Article 20 of the Articles of Incorporation, if the Company is profitable in the current fiscal year, no less than 5% shall be allocated as employees’ compensation, and no more than 1% shall be allocated as the remuneration for directors.
The Company’s pre-tax profit before deducting employees compensation and the remuneration for directors was NT$465,112,262, which was distributed in cash in accordance with the Articles of Incorporation, of which NT$23,400,000 was allocated as employees compensation (including the manager compensation), representing 5.03% of pre-tax profit, and NT$1,540,000 was allocated as remuneration for directors, representing 0.33% of pre-tax profit.
The proposal was reviewed by the Remuneration Committee and approved by the Board of Directors.

Report Item 4 Proposed by the Board of Directors

Proposal: 2023 Cash Dividend Distribution. Please review. Explanation:

The Company’s Year 2023 distributable retained earnings is NT$5,920,163,807. It is proposed to distribute cash dividends of NT$0.1 per share ( as of April 22, 2024 which register of shareholders on closing date, calculation of the number of outstanding shares), with total amount of NT$50,003,294. Please refer to Attachment 5 on page 31.
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.
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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.
The proposal was reviewed by the Audit Committee and approved by the Board of Directors.

Report Item 5 Proposed by the Board of Directors

Proposal: 2023 Directors' Remuneration Report. Please review. 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:

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.
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.
For the remuneration to directors in 2023, please refer to Attachment 4 on page 30.
The proposal was reviewed by the Remuneration Committee and approved by the Board of Directors.
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Matters for Ratification

Ratification Proposal 1 Proposed by the Board of Directors

Proposal: Adoption of Fiscal 2023 Business Report and Financial Statements. Explanation:

The 2023 business report (please refer to Attachment 1 on page 5-8) and financial statements (please refer to Attachment 3 on page 10-29) have been approved by the Board of Directors on March 6, 2024, among which the financial statements were certified by CPA Pan-Fa Wang 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:

Ratification Proposal 2 Proposed by the Board of Directors

Proposal: Adoption of Fiscal 2023 Retained Earnings Distribution. Explanation:

Please refer to Attachment 5 on page 31 「 2023 Table of Earnings Distribution 」. The proposal was reviewed by the Audit Committee and approved by the Board of Directors.

Resolution:

Extemporary Motions

Adjournment

Attachment 1

VIA Technologies, Inc.

2023 Business Report

In the face of challenging global economic and geopolitical conditions, the VIA Group achieved encouraging results in 2023 and laid the foundation for sustained future growth.

The VIA Intelligent Solutions Division achieved substantial progress in 2023 due to the growing demand for VIA Intelligent Automotive Solutions in the global industrial and commercial vehicle safety market.

Our flagship VIA Mobile360 M820 Pro Heavy Equipment Safety System has played an instrumental role in cementing our leadership in the market. The successful deployment of the system in the mining and excavation operations of leading aggregates companies underscores the unparalleled reliability and precision of our AI-powered collision-avoidance technologies under the most challenging environmental conditions. This success not only showcases our technological excellence but also sets the stage for accelerated growth in this burgeoning sector.

With the introduction of the VIA Mobile360 M820 Plus Large Vehicle Safety System and the VIA Mobile360 SE Commercial Vehicle Safety System, we are poised to further expand our market reach. These new innovations promise to unlock new opportunities across various sectors, including construction, materials handling, transportation, and logistics, by leveraging our proven accident prevention technologies for diverse on-road and off-road use cases.

The sustained increase in demand for the VIA Mobile360 Forklift Safety System across multiple industries worldwide speaks volumes about our leadership in this emerging market. The launch of additional models and the VIA WorkX Connect Cloud Management Service is set to further solidify our position, opening doors to rapid growth among enterprise clients globally.

As global vehicle safety laws and regulations become more stringent worldwide, the demand for VIA Intelligent Automotive Solutions is expected to rise in 2024 and beyond. The push towards digitization, propelled by advancements in AI, IoT, and

cloud technologies, is set to further boost enterprise demand for our intelligent in-vehicle solutions, highlighting our role in enhancing operational safety and efficiency.

VIA Next has continued to enhance its portfolio of specialized IC backend and system design services that form its core business, including IC mass production & testing services, package design, design for testing, design for manufacturing, reliability testing, system design, software development, and system software and hardware integration validation. The continuous improvement in operational performance is testament to the growing confidence of VIA Next’s expanding client base in its capabilities.

Even as the PC market faced challenges in 2022 and 2023, VIA Labs has steadfastly maintained its lead in the high-speed data transmission and power IC segment. Its wealth of experience and expertise in cutting-edge R&D equips VIA Labs to adapt and thrive in the face of market fluctuations, ensuring that its technology and products remain at the forefront of innovation.

2、Business Report

(1) Y2023 Business results

Consolidated operating revenue in 2023 amounts to NTD 12,639,087 thousand. Net profit after tax attributable to the owners of the parent company is NTD 410,602 thousand. Based on the weighted average number of outstanding shares of 498,458 thousand shares, earnings per share is NT$0.82.

Item			2023	2022
Revenues and expenses	Operatingrevenue(NTD thousand)		12,639,087	9,296,632
	Operatingincome(NTD thousand)		3,195,332	3,316,122
	Net profit (loss) attributable to owners of the parent company (NTD thousand)		410,602	(83,635)
Profitability	Return on assets(%)		2.31	1.19
	Return on shareholders' equity (%)		3.37	1.55
	Percentage of paid-in capital(%)	Operating profit(loss)	(0.51)	0.07
		Net profit before tax	14.44	10.66
	Netprofit margin(%)		3.9	2.39
	Earnings per share (NTD)		0.82	(0.17)

Note: The paid-in capital at the end of 2023 is including the capital received in advance of NT$1,555 thousand.

(2) Looking to the future

2024 promises to be a pivotal year for the technology industry marked by the rapid proliferation of generative AI, Internet of Things (IoT), and cloud innovations across a broad spectrum of industries. These developments have the potential to catalyze significant shifts in how businesses operate, innovate, and deliver value, as well as accelerating the digital transformation of enterprises within the automotive, transportation, manufacturing, logistics, construction, aggregates, and mining sectors.

Our strategic vision for the VIA Intelligent Solutions Division is deeply aligned with the evolving landscape, positioning us to capitalize on the growth potential presented by these advances. By harnessing AI and IoT technologies to create smart and innovative systems that can be rapidly deployed for real-world applications, our goal is to empower enterprises across various industries to navigate the complexities of the digital age and transform challenges into opportunities for growth and success.

Through the integration of powerful small-footprint AI applications in our full range of VIA Intelligent Solutions, we provide an unprecedented range of collision avoidance, driver assistance, defect detection, safety inspection, and security monitoring capabilities that can be tailored for the most demanding use cases and operating environments. Our solutions not only improve decision-making and automate complex processes, but also deliver insights that can transform the operational dynamics of our customers.

VIA Next is set to further leverage its rich experience and expertise in providing a comprehensive suite of IC backend and system design services. This strategic focus allows VIA Next to fully realize the potential of their chip designs through faster time-to-market and optimized functionality, performance, and energy efficiency. By continuously investing in the latest technologies, VIA Next will remain at the forefront of innovation, offering solutions that not only meet but exceed the evolving demands of the semiconductor industry. This proactive stance allows our customers to boost their competitiveness in a rapidly changing environment.

To extend its market leadership, VIA Labs will continue to enhance its high-speed data transmission and Power IC design and technology capabilities by developing innovative new products that increase convenience for consumers and business users.

By staying ahead of industry trends and customer demands, VIA Labs aims to deliver solutions that enable its customers to take advantage of new market opportunities.

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 increasing revenues for the Group.

Chairman: Wenchi Chen CEO: Wenchi Chen Chief Accountant: Bao-Huei Chen

March 6, 2024

Attachment 2

VIA Technologies, Inc. Audit Committee’s Review Report

、 The Board of Directors has prepared the Company's 2023 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.

2024 Annual General Shareholders Meeting of VIA Technologies Inc.

Chairman of the Audit Committee

Ti-Hsiang Wei

May 08, 2024

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, 2023 and 2022, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy (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, 2023 and 2022, 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, 2023. 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.

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The key audit matters of the consolidated financial statements for the year ended December 31, 2023, 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 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, 2023, and 2022 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.

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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 are also:

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2023, 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.

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The engagement partners on the audits resulting in this independent auditors’ report are Pan-Fa, Wang and Chin-Chuan Shih.

Deloitte & Touche Taipei, Taiwan Republic of China

March 6, 2024

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.

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VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022 (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 receivable and accounts receivable (Notes 4, 10, 25 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 34) Right-of-use assets (Notes 4, 15 and 33) Investment properties, net (Notes 4, 5, 16 and 35) Intangible assets (Notes 4, 17 and 34) Deferred tax assets (Notes 4 and 27) Other assets - non-current (Notes 18 and 35) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Financial liabilities at fair value through profit or loss - current (Notes 4 and 7) Contract liabilities - current (Notes 25 and 34) Notes payable and accounts payable (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 (Notes 19 and 35) Other current liabilities (Notes 21 and 34) Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Notes 19 and 34) Deferred tax liabilities (Notes 4 and 27) Lease liabilities - non-current (Notes 4, 15 and 34) Net defined benefit liabilities (Notes 4 and 23) Other non-current liabilities (Notes 13, 21 and 34) 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		2023 Amount % $ 10,920,270 46 327,182 1 633,726 3 413,035 2 218,315 1 2,350,417 10 653,636 3 15,516,581 66 1,738,573 8 1,487,807 6 322,274 1 1,968,310 8 273,694 1 1,831,972 8 163,339 1 106,256 1 58,000 - 7,950,225 34 $ 23,466,806 100 $ 10,586 - 2,613,731 11 859,402 4 1,707,119 7 260,946 1 270,435 1 47,259 - 60,000 - 65,254 1 5,894,732 25 2,139,797 9 192,910 1 160,018 1 321,581 1 54,679 - 2,868,985 12 8,763,717 37 4,991,227 21 4,316 - 1,270,865 6 749,725 3 176,605 1 5,968,159 25 116,098 1 13,276,995 57 1,426,094 6 14,703,089 63 $ 23,466,806 100		2022
				Amount % $ 11,850,296 49 382,613 2 103,071 - 445,645 2 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 - 80,813 - 7,395,186 30 $ 24,382,347 100 $ 1,861 - 2,292,548 10 926,511 4 1,731,268 7 303,715 1 290,786 1 52,466 - 1,399,352 6 59,811 - 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

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

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VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (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 (LOSS) PROFIT 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 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		2023 Amount % $ 12,639,087 100 9,443,755 75 3,195,332 25 787,329 6 641,977 5 1,791,657 14 - - 3,220,963 25 (25,631) - 503,770 4 234,785 2 112,911 1 (75,118) (1) (29,897) - 746,451 6 720,820 6 (228,388) (2) 492,432 4 (10,280) - (53,975) (1)		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) - (Continued)

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VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (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 PROFIT (LOSS) ATTRIBUTABLE TO: Owners of the Company Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Company Non-controlling interests EARNINGS (LOSS) PER SHARE (Note 28) From continuing operations Basic Diluted		2023 Amount % $ (42,480) - (1,430) - (108,165) (1) $ 384,267 3 $ 410,602 3 81,830 1 $ 492,432 4 $ 308,944 2 75,323 1 $ 384,267 3 $ 0.82 $ 0.82		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) $ (0.17)

		$		$
		$		$
		$		$
		$		$
		$		$

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

(Concluded)

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VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

	Equity Attributable to Owners of the Company
Share Capital Capital Collected in Advance Capital Surplus $ 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 - - - - - - - - - - - - - - - - - 7,632 - - 4,356 21,128 (7,721 ) 25,477 - - (8,733 ) - - 307 - - - $ 4,991,227 $ 4,316 $ 1,270,865	Retained Earnings Legal Reserve Special Reserve Unappropriated Earnings $ 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 - (733,680 ) 733,680 - - (74,752 ) - - 410,602 - - (10,218) - - 400,384 - - - - - - - - - - - - - - - - - - $ 749,725 $ 176,605 $ 5,968,159	Other Equity
		Exchange Differences on Translating Unrealized Gain or Loss on Financial Assets at Fair Value Through Other Foreign Operations Comprehensive Income $ (666,970 ) $ (22,498 ) - - - - - - - - 933,556 (35,947) 933,556 (35,947) - - - - - - - - - - - - 266,586 (58,445 ) - - - - - - (43,793) (47,647) (43,793) (47,647) - - - - - - - - - - - - $ 222,793 $ (106,092)

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

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VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expense Amortization expense Expected credit loss recognized on accounts receivable Finance costs Interest income Dividend income Compensation costs of employee share options Share of profit or loss of associates Loss (gain) on disposal of property, plant and equipment Loss on disposal of intangible assets Impairment loss reversed on non-financial assets (Gain) loss 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 Notes receivable and accounts receivable Other receivables Inventories Other current assets Other non-current assets Financial liabilities at fair value through profit or loss Contract liabilities Notes payable and accounts payable 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	2023 $ 720,820 230,242 74,558 - 75,118 (503,770) (4,307) 4,906 29,897 10,334 - (8,455) (10,196) (27) - 99,808 32,610 (143,595) 506,698 660,293 3,086 8,725 321,183 (67,109) (87,953) (20,351) 5,443 2,546 1,940,504 463,542 4,307 (75,261) (295,606) 2,037,486	2022 $ 530,477 235,179 75,948 653 65,340 (136,251) (5,670) 14,619 12,802 (5,562) 27 - 29,679 (24,325) (327) 108,663 211,047 (2,066) (1,245,480) (1,048,565) 12,738 1,861 1,895,121 (28,669) 15,322 151,102 (43,506) 1,146 821,303 134,200 5,670 (64,882) (401,765) 494,526

(Continued)

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VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (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 Payments for investment properties Decrease in other financial assets Dividends received from associates Net cash (used in) 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 guaranteed deposits Decrease in guaranteed deposits 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 (DECREASE) 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	2023 $ (469,215) (1,283,086) 752,431 (101,767) (178,097) 3,688 (2,030) 4,245 (85,726) (271) 18,414 720 (1,340,694) 14,000 (372,000) 656,000 (1,508,000) 165,468 (244,154) (58,935) (74,752) 38,884 10,855 (225,851) (1,598,485) (28,333) (930,026) 11,850,296 $ 10,920,270	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

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

19 -

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, 2023 and 2022, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent company only financial statements, including material accounting policy information (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, 2023 and 2022, 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, 2023. Such 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 such matters.

20 -

The key audit matters of the parent company only financial statements for the year ended December 31, 2023, are as follows:

Evaluation of Profit and Loss Recognition of Investments in Subsidiaries Accounted for Using the - Equity Method Revenue Recognition of Specific Customers

As stated in Note 11 to the accompanying financial statements, as of December 31, 2023, the carrying amount of the investment in VIA Next Technologies, Inc. (VIA Next) accounted for using the equity method is NT$332,118 thousand, representing 2% of the Company’s assets. For the year ended December 31, 2023, the amount of profit accounted for using the equity method is NT$483,797 thousand, representing 110% of the Company’s total comprehensive income. We identified the financial position and performance of VIA Next to have material impact on the Company’s financial statements.

Revenue from the sales of goods of VIA Next 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 revenue from specific customers is material to the profit or loss accounted for using the equity method, we considered VIA Next’s the relevant recognition of revenue a key audit matter.

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

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

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

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

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

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

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

21 -

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 are also:

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2023, 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.

22 -

The engagement partners on the audits resulting in this independent auditors’ report are Pan-Fa Wang and Chin-Chuan Shih.

Deloitte & Touche Taipei, Taiwan Republic of China

March 6, 2024

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.

23 -

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022 (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 8) Accounts receivable, net (Notes 4, 9, 23 and 32) Other receivables (Notes 4, 9 and 32) Inventories (Notes 4, 5 and 10) Other current assets (Note 16) 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 11) Property, plant and equipment (Notes 4, 12 and 33) Right-of-use assets (Notes 4 and 13) Investment properties, net (Notes 4, 5, 14 and 33) Intangible assets (Notes 4 and 15) Other non-current assets (Notes 16 and 33) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Financial liabilities at fair value through profit or loss - current (Notes 4 and 7) Contract liabilities - current (Notes 23 and 32) Accounts payable (Notes 18 and 32) Other payables (Notes 19 and 32) Current tax liabilities (Notes 4 and 25) Provisions - current (Notes 4 and 20) Lease liabilities - current (Notes 4 and 13) Current portion of long-term borrowings (Notes 17 and 33) Other current liabilities (Note 19) Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Notes 17 and 33) Deferred tax liabilities (Notes 4 and 25) Lease liabilities - non-current (Notes 4 and 13) Net defined benefit liabilities (Notes 4 and 21) Other non-current liabilities (Notes 19 and 32) Total non-current liabilities Total liabilities EQUITY (Note 22) Share capital Advance receipts for share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity Total equity TOTAL		2023 Amount % $ 839,284 5 322,721 2 30,705 - 104,048 1 9,426 - 1,506,486 8 85,602 - 2,898,272 16 279,688 1 13,537,949 73 934,552 5 19,792 - 985,896 5 4,320 - 8,770 - 15,770,967 84 $ 18,669,239 100 $ 10,586 - 832,999 5 652,798 4 907,682 5 50,231 - 247,379 1 10,390 - 60,000 - 8,294 - 2,780,359 15 2,139,797 11 137,180 1 8,830 - 318,443 2 7,635 - 2,611,885 14 5,392,244 29 4,991,227 27 4,316 - 1,270,865 7 749,725 4 176,605 1 5,968,159 32 116,098 - 13,276,995 71 $ 18,669,239 100		2022
				Amount % $ 1,008,420 5 379,440 2 - - 150,131 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 - 400,795 2 786,284 4 933,171 5 148,319 1 282,223 1 8,594 - 1,399,352 7 15,725 - 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

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

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VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)

OPERATING REVENUE (Notes 4, 23 and 32) OPERATING COSTS (Notes 10, 21, 24 and 32) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES REALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 21, 24 and 32) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses LOSS FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 11, 14, 24 and 32) Interest income Other income Other gains and losses Finance costs Share of profit of subsidiaries and associates Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 25) NET PROFIT (LOSS) FOR THE YEAR		2023 Amount % $ 5,078,365 100 4,248,888 84 829,477 16 (3,142) - 17,542 1 843,877 17 169,037 3 474,382 10 495,540 10 1,138,959 23 (295,082) (6) 20,075 - 74,929 2 6,615 - (68,510) (1) 702,146 14 735,255 15 440,173 9 (29,571) (1) 410,602 8		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) (Continued)

25 -

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)

OTHER COMPREHENSIVE INCOME (LOSS) (Notes 21 and 22) 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 loss 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 income of associates accounted for using the equity method Other comprehensive (loss) income for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS (LOSS) PER SHARE (Note 26) From continuing operations Basic Diluted		2023 Amount % $ (10,139) - (79) - (47,647) (1) (43,808) (1) 15 - (101,658) (2) $ 308,944 6 $ 0.82 $ 0.82		2022
				Amount % $ 45,974 1 133 - (35,947) (1) 933,524 24 32 - 943,716 24 $ 860,081 22 $ (0.17) $ (0.17)

		$		$

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

26 -

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2022 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 27) Issuance of ordinary shares under employee share options Changes in percentage of ownership interests in the subsidiary (Note 28) Recognition of employee share options issued by the subsidiary BALANCE AT DECEMBER 31, 2022 Appropriation of 2022 earnings Legal reserve Special reserve Cash dividends distributed by the Company Net profit for the year ended December 31, 2023 Other comprehensive income (loss) for the year ended December 31, 2023 Total comprehensive income (loss) for the year ended December 31, 2023 Changes in capital surplus from investments in associates Share-based payment transaction (Note 27) Issuance of ordinary shares under employee share options Changes in percentage of ownership interests in the subsidiary (Note 28) Recognition of employee share options issued by the subsidiary BALANCE AT DECEMBER 31, 2023	Share Capital Capital Collected in Advance Capital Surplus $ 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 - - - - - - - - - - - - - - - - - - - - 7,632 - - 4,356 21,128 (7,721 ) 25,477 - - (8,733 ) - - 307 $ 4,991,227 $ 4,316 $ 1,270,865		Retained Earnings Legal Reserve Special Reserve Unappropriated Earnings $ 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 - - - - (733,680 ) 733,680 - - (74,752 ) - - 410,602 - - (10,218) - - 400,384 - - - - - - - - - - - - - - - $ 749,725 $ 176,605 $ 5,968,159	Other Equity Exchange Differences Unrealized Loss on Financial Assets at Fair Value Through on Translating Foreign Operations Other Comprehensive Income Unearned Employee Benefits $ (666,970 ) $ (22,498 ) $ - - - - - - - - - - - - - 933,556 (35,947) - 933,556 (35,947) - - - (1,043 ) - - - - - - - - - - - - 266,586 (58,445 ) (1,043 ) - - - - - - - - - - - - (43,793) (47,647) - (43,793) (47,647) - - - 440 - - - - - - - - - - - - $ 222,793 $ (106,092) $ (603)	Total Equity $ 12,590,947 - - (495,350 ) (83,635 ) 943,716 860,081 (644 ) 13,349 44,857 (14,040 ) 717 12,999,917 - - (74,752 ) 410,602 (101,658) 308,944 8,072 4,356 38,884 (8,733 ) 307 $ 13,276,995

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

27 -

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (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 Unrealized gain on transactions with subsidiaries Realized gain on transactions with subsidiaries Loss 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 Other receivables Inventories Other current assets Financial liabilities at fair value through profit or loss Contract liabilities Notes payable and accounts payable Other payables Provisions Other current liabilities Net defined benefit liabilities Cash generated from (used in) operations Interest received Dividend received Interest paid Income tax paid Net cash generated from (used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of financial assets at amortized cost Acquisition of the investments accounted for using the equity method Payments for property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Payments for intangible assets Payments for investment properties	2023 $ 440,173 37,948 5,559 68,510 (20,075) (3,396) 4,356 (702,146) 3,142 (17,542) 15,026 (27) - 23,976 46,083 30,235 110,294 19,577 8,725 432,204 (133,486) (19,238) (34,844) (7,431) 2,487 310,110 19,362 3,396 (68,653) (127,472) 136,743 (30,705) (89,180) (18,712) - 46 (1,763) (271)	2022 $ 19,523 35,079 11,750 56,247 (9,005) (5,612) 13,349 (431,347) 17,542 (2,620) 27,341 (67) (327) 150,355 47,032 (12,450) (566,258) 45,514 1,861 174,732 66,833 1,546 149,440 8,154 1,109 (200,279) 8,873 5,612 (55,943) (79,538) (321,275) - (165,760) (23,074) (585) 198 (10,297) (644) (Continued)

28 -

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

Increase in other financial assets Dividend received from subsidiaries Net cash generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in long-term bills payable Decrease in long-term bills payable Proceeds from long-term borrowings Repayments of long-term borrowings Increase in guaranteed deposits Decrease in guaranteed deposits Repayment of the principal portion of lease liabilities Dividends paid Exercise of employee share options Net cash used in financing activities NET (DECREASE) 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	2023 $ 583 1,090,404 950,402 14,000 (372,000) 656,000 (1,508,000) - (954) (9,459) (74,752) 38,884 (1,256,281) (169,136) 1,008,420 $ 839,284	2022 $ - 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

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

(Concluded)

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Attachment 4

2023 Remuneration to Directors

December 31, 2023

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 Consolidate d 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 VP	Tzumu Lin	0	0	0	0	0	0	0	0	0 0%	0 0%	0	3,063	0	0	0	0	0	0	0 0%	3,063 0.746%	None
Director	Qun-Mao Liu	0	0	0	0	0	0	60	60	30 0.007%	30 0.007%	0	0	0	0	0	0	0	0	30 0.007%	30 0.007%	None
Independent Director	Ti-Hsiang Wei	600	600	0	0	0	0	50	50	650 0.158%	650 0.158%	0	0	0	0	0	0	0	0	650 0.158%	650 0.158%	None
Independent Director	Wei-The Hsu	600	600	0	0	0	0	40	40	640 0.156%	640 0.156%	0	0	0	0	0	0	0	0	640 0.156%	640 0.156%	None
Independent Director	Chong-Zen Hsieh(Note1)	120	120					20	20	140 0.034%	140 0.034%									140 0.034%	140 0.034%	None
Independent Director	Kou-Sheng Tseng(Note1)	120	120	0	0	0	0	20	20	140 0.034%	140 0.034%	0	0	0	0	0	0	0	0	140 0.034%	140 0.034%	None
Independent Director	Wen-Yuen Ken (Note2)	480	480	0	0	0	0	20	20	500 0.122%	500 0.122%	0	0	0	0	0	0	0	0	500 0.122%	500 0.122%	None
Note1 Chong-Zen Hsieh and Kou-Sheng Tseng was newly elected independent directors on June 16, 2023. Note2 Wen-Yuen Ken resigned as an independent director on June 15, 2023. 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 investment`、`responsibilities 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.

30 -

Attachment 5

VIA Technologies, Inc. 2023

Table of Earnings Distribution

VIA Technologies, Inc. 2023 Table of Earnings Distribution	VIA Technologies, Inc. 2023 Table of Earnings Distribution
Currency:NTD

Items	Amount

Net Profit of 2023	410,601,406


Less: Remeasurements of defined benefit plans recognized
in retained earnings	(10,217,799)

Less: Legal reserve(10%)	(40,038,361)

Less: Special reserve	(7,956,343)

Earnings in 2023 available for distribution	352,388,903
Add: Unappropriated retained earnings ofpreviousyears	5,567,774,904
Retained earnings available for distribution as of
December 31, 2023	5,920,163,807

Distribution item:
Less: Cash dividend (NTD0.1per share)	(50,003,294)

Retained earnings at the end of theperiod	5,870,160,513

Note: The number of shares for cash dividends is calculated on the basis of the actual number of outstanding shares 500,032,941 as of April 22, 2024.

Chairman: Wenchi Chen CEO: Wenchi Chen Chief Accountant: Bao-Huei Chen

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Appendix 1 VIA Technologies, Inc.

Shareholdings of Directors (incl. Independent Directors)

I. The Company has paid-in capital of NT$5,000,329,410, with total of 500,032,941 shares issued.
II. The minimum numbers of shares required to be held by all directors in accordance with Article 26 of the Securities and Exchange Act is 16,001,054 shares.
III.The numbers of shares held by the all directors (incl. independent directors) thereof respectively as recorded in the shareholders’ register as of the book closure date for that shareholders' meeting is 46,704,997 shares, the details are as follows:

			April 22, 2024
Position	Name	Number of shares held at book closure date	Percentage of issued shares (%)
Chairman	Wenchi Chen	7,353,682	1.47%
Director	Cher Wang	34,629,196	6.93%
Director	Tzumu Lin	4,722,119	0.94%
Director	Qun-Mao Liu	0	0.00%
Independent Director	Ti-Hsiang Wei	0	0.00%
Independent Director	Wei-Teh Hsu	0	0.00%
Independent Director	Chong-Zen Hsieh	0	0.00%
Independent Director	Kou-Sheng Tseng	0	0.00%

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Appendix 2

VIA Technologies, Inc. Articles of Incorporation

Chapter 1 General Provisions

Article 1: The Company is incorporated in accordance with the Company Act and registered and its business name shall be 威盛電子股份有限公司 in the Chinese language, and VIA Technologies, Inc. in the English language.
Article 2: The Company’s main business activities:
CC01060 Wired Communication Equipment and Apparatus Manufacturing
CC01070 Telecommunication Equipment and Apparatus Manufacturing
CC01080 Electronic Parts and Components Manufacturing
CC01110 Computers and Computing Peripheral Equipment Manufacturing
E605010 Computing Equipment Installation Construction
E603090 Illumination Equipment Construction
F113050 Wholesale of Computing and Business Machinery Equipment
F113070 Wholesale of Telecom Instruments
F118010 Wholesale of Computer Software
F119010 Wholesale of Electronic Materials
F213030 Retail sale of Computing and Business Machinery Equipment
F213060 Retail Sale of Telecom Instruments
F218010 Retail Sale of Computer Software
F219010 Retail Sale of Electronic Materials
F401010 International Trade
F601010 Intellectual Property
I301010 Software Design Services
I301020 Data Processing Services
I501010 Product Designing
IG03010 Energy Technical Services
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1: The Company can become a shareholder of limited liability in other companies by resolution of the board of directors. The total amount of its investments in such other companies shall be free from the restriction of not exceeding 40% of the amount of its own paid-up capital unless otherwise provided in relevant laws and regulations. The board resolution of the preceding paragraph shall be adopted by a majority vote at the board of directors’ meeting attended by two-thirds of the total number of directors.
Article 3: The Company may provide foreign guarantees for import, export and business operations.
Article 4: The Company has its head office in New Taipei City, and the Company may establish branches in and out of this country.
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Article 5: Public announcements of the Corporation shall be made in accordance with Article 28 of the Company Act.

Chapter 2 Shares

Article 6: The authorized capital of the Company is NT$20 billion, which is divided into 2 billion shares, with a par value NT$10 per share. The Board is authorized to issue shares in installments. Which NT$1.2 billion divided into 120 million shares with a value per share of NT$10, is reserved and will be used for issuing employee stock options.
Article 6-1: Where the buy-back of shares is authorized by the articles, the board of directors is authorized to do so pursuant to relevant laws and regulations.
Article 7: If the Company’s subscription price for employee stock options is lower than the closing price of the shares on the issue date, or the price of treasury shares transferred to employees is lower than the average price of the Company’s repurchase of shares, it shall be carried out by the attendance of shareholders representing more than half of the total number of issued shares, and the consent of more than two-thirds of the voting rights of the present shareholders.
Article 8: The Company shall issue nominal shares after the signing or stamping of seal by representative directors as well as being attested to by a competent authority in accordance with the law.

The Company may be exempted from printing any share certificate for the shares issued, but the shares not printed shall be kept and recorded by the centralized securities depository enterprise. The Company shall proceed with non-physical issuance whereof applies to other securities

Chapter 3 Shareholders’ Meeting

Article 9: The entries in share transfer shall not be altered within 60 days prior to the convening date of a general shareholders’ meeting, or within 30 days prior to the convening date of a special shareholders’ meeting, or within 5 days prior to the target date fixed by the issuing company for distribution of dividends, bonus or other benefits.
Article 10: There are two types of shareholders’ meeting, namely, the annual shareholders’ meeting and the special meeting of shareholders. The annual shareholders’ meeting shall be convened within six months after the end of each fiscal year, whereas the special meeting of shareholders shall be held when necessary in accordance with relevant laws. The reason for convening of the shareholders’ meeting shall be stated and the shareholders are notified within 30 days prior to the convening date of a regular shareholders’ meeting, or within 15 days prior to the convening date of a special shareholders’ meeting.

The Company hereby add video conference or other methods announced by the competent authority to hold the shareholders' meeting.

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Article 11: When a shareholder is unable to attend the shareholders’ meeting for whatever reason, that shareholder shall appoint a proxy to attend by offering solicitation document according to Article 177 of the Company Act, and according to the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies”.
Article 12: A shareholder, unless otherwise stipulated in relevant laws and regulations, shall have one voting right in respect of each share in his/her/its possession.
Article 13: A resolution is passed at the shareholders’ meeting by a majority of the shareholders present who represent more than half of the total number of its outstanding shares.

Chapter 4 Directors

Article 14: The Company shall appoint seven to nine directors by using the candidate nomination system, and the shareholders shall elect the directors from among the nominees for director. The directors shall be appointed for a three-year term and may be re-elected after the term. The aggregate shareholding percentage of all of the directors shall comply with the laws and regulations of the competent authority.
The Company shall appoint independent directors of no less than three in number and no less than one-fifth of the total number of directors. The professional qualifications, restrictions on both shareholding and concurrent positions held, determination of independence, method of nomination and other requirements with regard to the independent directors shall be set forth in accordance with the regulations of the competent authority.
During the election, the non-independent and independent directors shall be elected at the same time, but in separately calculated numbers. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially as non-independent and independent directors according to their respective number of votes.
Article 14-1: The Company has established an audit committee under Article 14-4 of the Securities and Exchange Act. The audit committee shall be composed of the entire number of independent directors, with the supervisor's duties pursuant to the Company Act, Securities and Exchange Act, and other relevant laws and regulations.
Article 15: The Board of Directors is composed of all directors. The Chairman is elected by two-thirds of the directors present at the meeting and representing one-half or more of the number of directors present at the meeting, and the Chairman externally represents the Company.
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Article 15-1: For the BOD meeting, the director can assign another director to attend the BOD meeting in his/her behalf by presenting the solicitation document, and listing the scope of authorization relevant to the subject of the meeting. The board meeting may be called by videoconference, and the attendance by videoconference will be deemed attendance in person. In emergency circumstances, a board meeting may be called on shorter notice by the form of writing, E-mail or fax.
Article 16: In case the Chairman is on leave or unable to exercise his/her duties for whatever reasons, his/her proxy shall act in accordance with Article 208 of the Company Act.
Article 17: The compensation of all directors incurred by the performance of their duties shall be given regardless of business profit or loss. The Board of Directors is authorized to determine the amount of compensation to the directors of the Company based on the directors’ level of operational participation as well as value of the contribution. The standard terms in the industry shall also be considered to stipulate the Company's pay method. A surplus in the Company’s final accounts shall be allocated in accordance with Article 20 of the Articles of Incorporation. The Company may purchase liability insurance coverage against the liabilities for damage compensation for its directors during their tenure, so as to reduce and spread the risk of damages that may be sustained by the Company or shareholders caused by any illegal act of its directors.

Chapter 5 Managerial Officers

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

Chapter 6 Accounting

Article 19: The Company shall, at the end of each fiscal year, submit to its shareholders for their ratification (i) the annual business report, (ii) the financial statements, and (iii) the appropriation of profit and remedy in the event of loss proposal.
Article 20: If the Company is profitable in the current fiscal year, no less than 5% shall be allocated as employees’ compensation in stock dividends and cash dividends by resolution of the board of directors, and no more than 1% shall be allocated as the remuneration for directors. The distribution of the employees' and the directors’ compensation shall be reported to the shareholders’ meeting.
However, the Company’s accumulated losses shall have been covered before the employee compensation and remuneration for directors are allocated based on the aforementioned proportion.

The Company’s may transfer treasury stock, employee stock warrants, certificate of entitlement to new shares, restricted stock awards and employee compensation

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to employees of the controlling or subordinate company, which are to be issued under specific conditions by resolution of the board of directors.

Article 21:

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

Pay taxes.
Cover accumulated losses.
10% shall be reserved as statutory surplus reserve, but this is no longer necessary when the statutory surplus reserve amounts to the total paid-in capital.
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.
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.

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.

Chapter 7 Supplementary Provisions

Article 22: Any unspecified matters in this Articles of Incorporation shall be dealt in accordance with the Company Act.
Article 23: These Articles of Incorporation were drawn up on September 16, 1992.
1st amendment on January 4, 1994

2nd amendment on March 4, 1994

3rd amendment on October 20, 1994

4th amendment on February 14, 1995
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5th amendment on June 20, 1995 6th amendment on December 2, 1995 7th amendment on April 3, 1998 8th amendment on June 16, 1999 9th amendment on June 22, 2000 10th amendment on June 22, 2001 11th amendment on June 28, 2002 12th amendment on June 27, 2003 13th amendment on June 17, 2004 14th amendment on June 13, 2005 15th amendment on June 12, 2006 16th amendment on June 13, 2008 17th amendment on June 21, 2013 18th amendment on June 2, 2015 19th amendment on June 24, 2016 20th amendment on June 21, 2019 21st amendment on July 20, 2021 22nd amendment on June 17, 2022 23rd amendment on June 16, 2023

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Appendix 3

VIA Technologies, Inc.

Rules of Procedure for Shareholders’ Meetings

Article 1

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

Article 2

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

Article 3

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

Article 4

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

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

Article 5

The venue for a shareholders’ meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9:00 a.m. and no later than 3:00 p.m.

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

Article 6

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

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

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders’ meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

In the event of a virtual shareholders’ meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date.

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

Article 6-1

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

Article 7

If a shareholders’ meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, his agent shall handle in accordance with the provisions of Article 208 of the Company Act.

If a shareholders’ meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

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

Article 8

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

Article 9

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

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

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

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

If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders’ meeting shall be convened within one month. In the event of a virtual shareholders’ meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with Article 6.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act.

Article 10

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

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders’ meeting convened by a party with the power to convene that is not the board of directors.

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

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

Article 11

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

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

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

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

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

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

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

Article 12

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

With respect to resolutions of shareholders’ meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

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

Article 13

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

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

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

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.

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

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

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

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

Article 14

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

Article 15

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

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

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

Article 16

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

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

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Article 17

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

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

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

Article 18

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

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

Article 19

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

Article 20

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

Article 21

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

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

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

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meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.

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

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

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

Article 22

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

Article 23

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

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AI assistant

VIA — AGM Information 2024

52049_rns_2024-08-30_1721cb95-107c-46d3-ad25-86871919d313.pdf

Agenda Book

Table of Contents

Attachments

Appendices

VIA Technologies, Inc.

2024 Annual General Shareholders’ Meeting Agenda

(3) Report Items

(4) Matters for Ratification

(5) Extemporary Motions

(6) Adjournment

Report Items

Report Item 1 Proposed by the Board of Directors

Report Item 2 Proposed by the Board of Directors

Report Item 3 Proposed by the Board of Directors

Report Item 4 Proposed by the Board of Directors

Report Item 5 Proposed by the Board of Directors

Matters for Ratification

Ratification Proposal 1 Proposed by the Board of Directors

Ratification Proposal 2 Proposed by the Board of Directors

Extemporary Motions

Adjournment

VIA Technologies, Inc.

2023 Business Report

2、Business Report

(1) Y2023 Business results

(2) Looking to the future

VIA Technologies, Inc. Audit Committee’s Review Report

Attachment 3 Financial Statements

INDEPENDENT AUDITORS’ REPOR

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

Other Matters

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

VIA TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

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

Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements

Notice to Readers

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars, Except Earnings (Loss) Per Share)

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

VIA TECHNOLOGIES, INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022 (In Thousands of New Taiwan Dollars)

Attachment 4

2023 Remuneration to Directors

Attachment 5

VIA Technologies, Inc. 2023

Table of Earnings Distribution

Appendix 1

VIA Technologies, Inc.

Shareholdings of Directors (incl. Independent Directors)

VIA Technologies, Inc. Articles of Incorporation

VIA AGM Information 2024