VIA - Annual Report 2020 | FinancialReports.eu

Stock Code ： 2388

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VIA Technologies, Inc.

2020 Annual Report

Notice to readers

This English version annual report is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English version and Chinese version, the Chinese version shall prevail.

Printed on May 21, 2021

Taiwan Stock Exchange Market Observation Post System: http://mops.twse.com.tw 2020 annual report is available at: http://www.via.com.tw

Spokesperson

Name : Wen-Chi Chen Title:Chairman & President Tel: (02)2218-5452 E-mail:[email protected]

Deputy Spokesperson

Name : Shao-Lun Lee Title: Assistant Vice President Name : Bao-Huei Chen Title: Assistant Vice President E-mail:[email protected]

Headquarters, Branches and Plant

Headquarters

Address: 8F, 533, Zhongzheng Road, Xindian District, New Taipei City 231, Taiwan, R.O.C. Tel: +886 (0)2-2218-5452 Branches Address: 2F., No. 9, Lixing 5th Rd., East Dist., Hsinchu City, Taiwan, R.O.C. Tel: +886 (0)3-666-7336 Address: 6F.-1, No. 322, Mingcheng 2nd Rd., Zuoying Dist., Kaohsiung City, Taiwan, R.O.C. Plant Address: 7F., No. 535, Zhongzheng Rd., Xindian Dist., New Taipei City, Taiwan, R.O.C. Tel: +886 (0)2-2218-5452

Stock Transfer Agent

Firm: China Trust Commercial Bank Co., Ltd. Stock Administration Department Address: 5th Floor, No. 83, Section 1, Chongqing South Road, Taipei City Website:http://www.chinatrust.com.tw Tel: +886(0)2-2181-1911

Auditors

CPA Firm ： Deloitte & Touche Auditors Auditors ： Shu-lin, Liu and Chin-Chuan, Shih Address ： 20F, No. 100, Songren Rd., Xingyi Dist., Taipei, 11073, Taiwan, R.O.C. Website:www.deloitte.com.tw Tel: +886(0)2-2725-9988 Overseas Securities Exchange Corporate Website ： http://www.via.com.tw

Part 1. Letter to Shareholders ............................................................................................................... 3 1�Preface ........................................................................................................................................... 3 2�Business Report ............................................................................................................................. 4 Part 2. Company Profile ........................................................................................................................ 7 1�Date of Incorporation ..................................................................................................................... 7 2�Company History ...........................................................................................................................7 Part 3. Corporate Governance Report ...............................................................................................14 1�Organization .................................................................................................................................14 2�Directors, Supervisors, President, Vice President, Assistant Vice President and Department Heads .....................................................................................................................16 3�Remuneration paid during the most recent fiscal year to directors, supervisors, president, and vice president ......................................................................................................................24 ��Implementation of Corporate Governance ...................................................................................27 5�Information on CPA professional fees .........................................................................................57 6�Information on replacement of certified public accountant .........................................................58 7�The company’s chairperson, general manager, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm ..........................................................................................................................60 8�Information on shareholding transfer and pledge by Directors, Supervisors, Department Heads and Shareholders with over 10% shareholding in the most recent year and up to the printing of the annual report ................................................................................................60 9�Relationship information among the Top Ten Shareholders and any one is a related party or a relative within the second degree of kinship of another .....................................................61 ��The shareholding of the same invested company by the Company, the Directors, the Supervisors, the Managers or other business that is controlled by the Company directly or indirectly................................................................................................................................62 Part 4. Capital Overview .....................................................................................................................63 1�Capital and Shares .......................................................................................................................63 2�Issuance of Corporate Bonds .......................................................................................................68 3�Issuance of Preferred Stock .........................................................................................................68 4�Issuance of Global Depository Receipts ......................................................................................68 5�Employee Stock Options..............................................................................................................68 6�New Restricted Employee Shares ................................................................................................69 7�Status of New Issuance in Connection with Mergers and Acquisitions ......................................69 8�Financing Plans and Implementation ...........................................................................................69 Part 5. Operational Highlights ............................................................................................................70 1�Business Activities .......................................................................................................................70 2�Market, Production, and Sales Outlook .......................................................................................79 3�Employees ....................................................................................................................................88 4�Environmental Protection Expenditure ........................................................................................89 5�Labor Relations ............................................................................................................................89 6�Important Contracts .....................................................................................................................89 Part 6. Corporate Social Responsibility .............................................................................................90 1� Corporate Promise .....................................................................................................................90 2� Social Participation ....................................................................................................................92 3� Environmental Efforts ................................................................................................................93 Part 7 � Financial Information ............................................................................................................96

1� Condensed Balance Sheets and Statements of Comprehensive Income for the past 5 fiscal years, and the Accountant's Audit Opinion given thereby ...............................................96 2� Financial Analysis in the past 5 fiscal years ............................................................................100 3� Audit Committee Audit Report of the 2020 Financial Report.................................................104 4�The financial report for 2020, including accountant's audit report, two-year balance sheet, consolidated income statement, statement of changes in shareholders' equity, cash flow statement, and notes or attached tables ....................................................................................105 5�The company’s individual financial report for 2020, which has been checked and approved by an accountant, but does not include a detailed list of important accounting items ........................................................................................................................................105 6�The company and its affiliates in the most recent year and as of the printing date of the annual report, if there are financial difficulties, should indicate its impact on the company’s financial status .......................................................................................................105 Part 8 � Review and Analysis of Financial Conditions, Financial Performance, and Risk Management .......................................................................................................................................106 1�Financial Position ......................................................................................................................106 2�Analysis of Financial Performance ............................................................................................107 3�Analysis of Cash Flow ...............................................................................................................108 4�The Effect upon Financial Operations of any major capital expenditures during the most recent fiscal year: .....................................................................................................................108 5�Investment Policy in the most recent fiscal year, Main Causes for profits or losses, improvement Plans and the Investment Plans for the coming year: ........................................108 6�Analysis of Risk Mangement .....................................................................................................108 7�Other Important Matter ..............................................................................................................113 Part 9 � Special Disclosure ................................................................................................................115 1�Summary of Affiliated Companies ............................................................................................115 2�Private Placement Securities in the most recent fiscal year and during the current fiscal year up .....................................................................................................................................127 3� The Shares in the Company Held or Disposal of by subsidiaries in the most recent fiscal year and during the current fiscal year up to the date of printing of the annual report: None.........................................................................................................................................127 4� Other Disclosures: ...................................................................................................................127 5� Any situations listed in Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act, which migh materially affect shareholders’ equity or the price of the company’s securities has occurred during the most recent fiscal year or during the current fiscal year up to the date of printing of the annual report: ..........................................127 Attachment 1: Consolidated Financial Reports and Accountants' Audit Reports for 2020 Attachment 2: Individual Financial Report and Accountant's Audit Report for 2020

Part 1. Letter to Shareholders

1�Preface

The global economy was seriously affected by the COVID-19 pandemic in 2020 as well as growing the tensions in the relationship between China and the US. The disruptions caused by these factors have led to dramatic changes in the lifestyles of people throughout the world, including a shift towards remote working and learning, as well as increasing global supply chain management challenges.

Fortunately, VIA experienced limited operational impact from these disruptions despite the serious economic difficulties that so many countries around the world experienced. Revenues of the VIA Embedded Platform Division grew slightly in 2020 due to continued demand from existing OEM projects in the US market.

In addition to laying the groundwork for the development of new custom-design OEM projects, we have further expanded the presence that we have been building in the commercial fleet management and autonomous driving market over the past five years. During the past year, we have seen steadily increasing demand for VIA Mobile360 in-vehicle systems for a broad spectrum of AI-powered safety and remote monitoring and management use cases across multiple segments ranging from long-distance haulage trucks and last-mile delivery vehicles to mining, construction, and industrial equipment.

As governments throughout the world, accelerate the introduction of new laws and regulations aimed at boosting road and worksite safety through the adoption of the latest ADAS (Advanced Driver Assistance System), 360-degree SVS (Surround View System), DMS (Driver Monitoring System), and cloud technologies. We expect to see rapid growth in demand for VIA Mobile360 systems in all key global markets. Other key trends fueling demand include intensifying competition between commercial fleet operators and the proliferation of home delivery services.

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

Twelve years of unstinting hard work and dedication by the VIA Labs team has paid off with continued profitability and allowed this subsidiary to become successfully listed on Christmas Eve, 2020, after a stringent review by the competent authorities of the Taiwan Stock Exchange. Rather than decreasing, the demand for laptops, game consoles, and peripheral devices continued to increase last year in response to pandemic-driven changes in people's lifestyles as remote work and learning boosted the stay-at-home economy. This fostered continuous shipment growth momentum for end-product shipments featuring solutions that VIA Labs had been planning for many years, including USB3, USB Type-C, and USB PD devices. Meanwhile, VIA Labs took advantage of further opportunities to obtain new business from several important customers on the back of tensions in China-US trade

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relations that prompted some brands to transfer orders. As a result, VIA Labs saw its annual revenue growth exceed 30%.

2�Business Report

(1) Y2020 Business results

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

Item			2020	2019
Revenues and expenses	Operating revenue (NTD thousand)		6,502,715	5,527,213
	Operating income (NTD thousand)		2,055,534	1,775,706
	Net profit attributable to owners of the parent company (NTD thousand)		4,722,646	42,493
Profitability	Return on assets (%)		35.28	1.52
	Return on shareholders' equity (%)		66.61	2.29
	Percentage of paid-in capital(%)	Operating profit (loss)	(15.77)	(16.01)
		Net profit before tax	113.85	2.83
	Net profit margin (%)		74.50	1.63
	Earnings per share (NTD)		9.57	0.09

Note: The paid-in capital at the end of 2020 is including the capital received in advance of NT$7,560 thousand.

(2) Summary of business plan for Y2021

Y2021 will be a very important year for the VIA Group. We see many good opportunities: including the rise of the Southeast Asian market, the rapid development of Northeast Asia, Japan, South Korea, and China. These are all forces that cannot be ignored in the rise of the Asian market and will drive rapid growth. The development of technological innovation has made the region grow faster and faster, and will have the opportunity to compete with Europe and the United States. Among them, AI plays a very important role and leads the market.

We see excellent potential for growth in the VIA Mobile360 in-vehicle system business of the VIA Embedded Platform Division in 2021 as demand rises for smart cloud-connected commercial fleet management solutions in all key global markets.

With our VIA Mobile360 in-vehicle systems, we are combining our innovative edge computing hardware and software design capabilities with our advanced AI and ML development, sensor fusion, and cloud enablement technologies to providing a complete family of solutions that can be customized for myriad use cases for commercial vehicles of all types and sizes.

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With over 300 million commercial vehicles on the road, this represents a huge opportunity given the urgent need for fleet operators, not just to upgrade the safety of their vehicles and drivers to meet new regulatory requirements, but also to boost the efficiency of their operations using real-time vehicle tracking, asset management, and driver behavior monitoring through real-time data collection and analysis. By assisting our commercial fleet management customers to accelerate the deployment of intelligent cloud-connected solutions and services, we will enable them to strengthen their competitive advantage and improve our own operational performance.

In addition to traditional commercial fleet management verticals such long-distance trucking, last-mile deliveries, taxis, mining, construction, and industrial, we also see great potential in the logistics segment due to the relentless rise in demand for home deliveries. Building on the successful launch of the VIA Mobile360 AI Forklift Safety Kit in 2020, we will be expanding our footprint with the aggressive launch of new solutions targeted at this fast-growing market. Public transportation is another segment where we are a seeing increased traction for VIA Mobile360 systems, particularly for buses. To meet this mounting need, we will be rolling out a broad array of specialized public transportation safety solutions during the second half of 2021. As national and municipal governments accelerate the launch of “Vision Zero” initiatives aimed at eliminating traffic accidents and fatalities, we are seeing many promising opportunities in major markets.

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

Our subsidiary, VIA Labs, has long adhered to satisfying user needs as its starting point, with a commitment to providing practical and professional technology and design. We continuously launch new products to bring consumers greater convenience via high-speed data transmission. New products related to USB4 technology should enter mass production in the second half of 2021. In response to the problem of tight chip packaging and testing capacity, we also continue to communicate with upstream manufacturers to strive for sufficient capacity, and at the same time effectively manage the supply and allocation of chip inventory to meet key customer needs. In this way, VIA Labs and its customers can maintain a win-win situation to ensure continued revenue growth.

(3) Future development strategies effect of the external competitive environment, legal and regulatory environment, and overall business environment

The current annual shipment of new cars amounts to less than 100 million, but there are already about 300 million commercial vehicles on the road in the aftermarket. This provides a unique opportunity for our VIA Embedded Platform Division to quickly enter the automotive market. As 5G, AI, and IoT technologies proliferate, we will leverage our edge computing software and hardware capabilities and our AI development and sensor fusion technologies, well as the advantages of our cloud services, to provide market-leading vehicle safety and driver assistance systems for the large-scale commercial fleet, small and medium-sized private vehicles, and smart logistics markets. By enabling our customers to accelerate the development and deployment of innovative mobility solutions and services, we will not only be able to help these customers strengthen their competitive advantage but also enhance our own operational performance.

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In addition, under the requirements of government policies, the importance of vehicle safety, insurance premium management, and the emergence of innovative new cloud-based mobility services and business models such as ride sharing, as well as the resulting need for cloud-based fleet management applications and Big Data analysis services, will lead to much greater adoption of our vehicle safety and driver assistance solutions. The continuation of China's infrastructure development plans last year, the start of a new ten-year replacement cycle for heavy machinery and large vehicles, and the growing demand for forklifts driven by the Work from Home economy are set to provide the foundation for improving our business performance and will become the main source of high revenue growth.

The VIA CPU Platform Division will continue to enhance its custom silicon design and backend services and expand its customer base in 2021 and beyond. Growth prospects for the China market, in particular, are highly encouraging.

VIA Labs has long had a high penetration rate in the USB Type-C and high-speed data transmission markets. At the same time, we are optimistic about the development of 5G and AI. Driven by the work-from-home trend resulting from the pandemic, we anticipate greater demand to boost revenue growth.

Y2020 was a watershed year in world history and marked a significant turning point for VIA Technologies Group. The listing of our VIA Labs subsidiary represents an important milestone. Looking forward to the coming year, our entire Group shoulders the expectations of a greater number of shareholders. As a leading technology company, we will continue to strive for innovation in both our products and our business models in order to provide best-in-class solutions and services to our 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, we are committed to generating increased revenues for the Group in 2021 and beyond.

Sincerely yours,

Have a year of peace, joy, and health

Chairman� Wenchi Chen

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Part 2. Company Profile

1�Date of Incorporation�September 11, 1992

The address and telephone number of the company’s headquarters, branch offices, and factories:

Address of head office�8F, 533, Zhongzheng Road, Xindian District, New Taipei City 231, Taiwan, R.O.C. Tel�+886 (0)2-2218-5452

Branch Address�2F., No. 9, Lixing 5th Rd., East Dist., Hsinchu City, Taiwan, R.O.C. Tel�+886 (0)3-666-7336

Branch Address�6F.-1, No. 322, Mingcheng 2nd Rd., Zuoying Dist., Kaohsiung City, Taiwan, R.O.C. Factory�7F., No. 535, Zhongzheng Rd., Xindian Dist., New Taipei City, Taiwan, R.O.C. Tel� +886 (0)2-2218-5452

2�Company History

1992 The company was officially established with paid-in capital of NT$5 million, with ICs used in personal computer motherboards as the main products in September.
�� The stock was officially listed in Taiwan in March.
�� Signed a contract with USA National Semiconductor to acquire its Cyrix X86 microprocessor business unit for US$167 millionin August.
�� Formed S3-VIA with American firm S3 Graphics (S3) to enter the integrated chipset market together. In November, the revenue was NT$2.054 billion, achieved a new historical revenue high record, which was a 101% increase over the same period last year.
�� VIA acquired S3's graphics chip division through the establishment of a joint venture company, named S3 Graphics. VIA and S3 each hold 50% of the equity, and the post of CEO is concurrently held by Wenchi Chen in April.
�� VIA and Intel lawsuit declared reconciliation, PC133 and DDR266 have become the consensus for the future development of manufacturers in July.
�� VIA acquired the American company IC Ensemble to strengthen its digital and analogmixed technology capabilities in November.
�� Cooperated with Acreo, a Swedish microelectronics research institute, to create the first wireless communication application design center in Europe in May.
�� Announced the establishment of the VIA Platform Solutions Division (VPSD) to provide more complete system platform integration capabilities and solutions for existing and emerging information application markets in October.
�� Formally promoted the "Canaan Project" and established five product divisions: chipsets, processors, graphics chips, network and optical storage control chips in February.
�� Established VIA Optical Solution, a subsidiary of optical storage control chip products in April.
�� Announced the acquisition of LSI Logic's CDMA standard product design center and entered the field of wireless communications in May.

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��	Established VIA Networking, a network communications chip design subsidiary in
	October.
��	Announced the acquisition of Sweden's Freehand DSP AB to strengthen wireless
	communication technology layout in October.
��	Signed a ten-year cross-licensing agreement with Intel, and the two parties withdrew all
	litigation and started a long-term and healthy cooperative relationship in April.
��	Announced a new generation of VIA C7 processor in May.
��	Launched 1.5GHz VIA Eden and Eden ULV fanless processors with leading power saving
	performance in January.
��	Announced CX700 single-chip embedded platform chipset in April.
��	Announced ultra-high mobility C7™-M UL ultra-low power processor in June.
��	Announced the acquisition of more than half of the thin computer market in June.
��	Launched the world's first VIA C7-D carbon-free oxygen purifying processor in September.
��	The board of directors decided to internally adjust the three business divisions: System
	Platform, CPU Platform and MCE Platform in November.
��	VIA EPIA Mini-ITX platform advances the x86 consumer electronics market in December.
��	Announced CN chipset, fully entered the Vista generation in February.
��	With high performance and rich media performance, VIA released the VIA EPIA NX
	Nano-ITX motherboard in March.
��	Launched the world's smallest x86 Pico-ITX motherboard in April.
��	Launched Eden ULV, the world's most power-efficient x86 processor in August.
��	Announced the next generation of x86 processor core Isaiah in January.
��	Expanding its leading position in the super mobile market VIA launched the VIA VX800
	series of chipsets in March.
��	Announced a new generation of VIA Nano series processors in May.
��	VIA Nano processor platform won Best of Computex in June.
��	Established "Open Ultra-Mobile Industry Strategic Alliance" (Global Mobility Bazaar�
	GMB) in October.
��	The VIA processor platform fully supports the Windows 7 embedded operating system in
	September.
��	Launched the new Nano 3000 series processors in November.
��	Launched the new specification of AMOS-5000 chassis kit without fan to drive Em-ITX
	embedded system in November�
��	Launched the world's most sophisticated VIA EPIA-T700 embedded module in January.
��	Show the world's first USB 2.0 audio controller in January.
��	Launched EPIA-T700: the first 6cm x 6cm computer module based on the Mobile-ITX
	form factor in January.
��	Launched a single-chip integrated chip VX900 system media processor to support HD
	video acceleration in March.
��	Launched the new Nano E series 64-bit embedded processor in April.
��	Launched ARTiGO A1100, a palm-sized full-featured desktop computer in April.

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��	Launched the ARTiGO A1100, the smallest fully functional assembled computer on the
	market in May.
��	Launched the ultra-thin embedded EITX-3001 motherboard equipped with VIA Nano E
	processor and HDMI interface for high-resolution video in June.
��	Launched Nano X2 processor and Eden X2 processor in January.
��	Launched EPIA-M910, the first Mini-ITX embedded motherboard equipped with
	QuadCore E processor in February.
��	Launched Smart Image Display (VID) in February.
��	Launched the ART-5450 system for vehicles and fleet management applications in March.
��	Introduced AMOS-5001, a thin, short, low-power industrial control system in April.
��	Introduced the industry's first x86 fanless quad-core processor in June.
��	Launched the first Mini-ITX embedded motherboard EPIA-M900 equipped with Nano X2
	E processor in July.
��	Launched the first Pico-ITX embedded motherboard EPIA-P900 equipped with Nano X2
	E processor in November.
��	Announced the first Android embedded motherboard EITX-3002 in December.
��	Launched EPIA-M910, the first Mini-ITX embedded motherboard equipped with
	QuadCore E processor in February.
��	Launched ARTiGO series high-end board fanless system in May.
��	Launched a single-chip integrated chip VX11 system media processor, supporting Blu-ray
	and USB3.0 in May.
��	Launched the ARM DS system supported by Android in June.
��	Announced the first ARM Based embedded motherboard, Pico-ITX Board and VAB-800
	in July.
��	Launched the first quad-core embedded motherboard with 3D display function, Pico-ITX
	Board in September.
��	Launched Magic Box, a software and hardware solution for digital electronic signage that
	completely presents dynamic content in September.
��	Announced VIA ETX-8X90 highly integrated embedded system, 4GB DDR3 and 18/24-
	Bit dual-channel LVDS, etc., which can be used in medical, industrial automation and
	transportation in September.
��	Announced the world's smallest x86 quad-core system, VIA ARTiGO A1250 in October.
��	Launched the first ARM Based industrial system, VIA ARMOS-800 in January.
��	Launched the world's smallest ARM Based embedded application,
	VIA ARMTiGO A800 in January.
��	Established a Sino-foreign joint venture company in Shanghai by means of indirect
	investment with Shanghai Union Investment Co., Ltd in January.
��	Launched a huge Vantage video splicing wall solution consisting of 16 ultra-thin display
	screens in February.
��	VIA subsidiary VLI’s VL811+ USB 3.0 hub controller chip was awarded the USB-IF
	certification in April.

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��	VIA Subsidiary WonderMedia announced PRIZM WM8980 Cotex-A9 Dual-Core
	Platform in April.
��	VIA subsidiary WonderMedia announced the world's leading all-round 10.1” and 7” tablet
	design solutions in April.
��	VIA subsidiary WonderMedia launched the ARM dual-core Cotex-A7 single chip
	PRIZM8860 in April.
��	Launched the first ARM quad-core embedded motherboard Pico-ITX VAB820 in October.
��	Launched VIA AMOS-820, a fanless quad-core ARM platform embedded system in
	December.
��	Co-promote the VIA VAB-820 SoC platform with IK4-IKERLAN in the transportation
	and health e-commerce market in Europe in July.
��	Launched an industrial-grade Android tablet in July.
��	Launched ARTiGO A900 Android system in September.
��	Presented smart restaurant solutions at the 2014 Shanghai International Digital Signage and
	Touch Technology Exhibition in September.
��	Irregularly spliced TV wall, the Ministry of Science and Technology building appeared in
	March.
��	Announced the launch of the VIA BLISS platform (bus seat entertainment system). The
	BLISS platform helps bus travel create a first-class feel in April.
��	VIA Labs, Inc. (VLI), a subsidiary of VIA, is the world leader in passing USB Type-C
	product certification in May.
��	VIA subsidiary VIA Labs, Inc. (VLI)’s VL100 chip supports USB Type-C interface and is
	certified by the USB-IF Association in September�
��	Launched QSM-8Q60 Qseven module in Septermber.
��	Launched ARTiGO A600 ultra-simplified fanless intelligent industrial control system in
	September.
��	Announced ARTiGO A820 Enterprise IoT Gateway System in September.
��	The sale of part of the assets of VIA's subsidiary VIA Telecom, to Intel has been completed
	in September.
��	Launched EPIA-E900 Pico-ITXe motherboard in November.
��	Launched a remote Edge cellular wireless communication system designed for enterprise-
	level IoT systems in January.
��	VIA AMOS-3005 has obtained the 4G LTE certification from Verizon wireless carrier in
	the United States in January.
��	Launched a smart IoT taxi system with Tokyo Japan Taxi in March.
��	Launched ETX-8X90-10GR ETX module in April.
��	Launched Mobile360 Surround View Car Management System in April.
��	Launched Mobile360 HMI touch development kit in April.
��	Announced the AMOS-820 enterprise-level Internet of Things system update and upgrade
	in September.
��	Announced the ARTiGO A830 system in September.
��	VIA Alegro 100 obtains OCF certification in January.

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��	Announced the VAB-630 human-computer interaction	interface system platform in
	January.
��	Announced SOM-6X50 IoT acceleration platform in February.
��	Launched the VTS-8589 OPS motherboard, providing a seamless upgrade path for OPS
	compatible displays and greater flexibility for the digital signage product series in March.
��	Launched the first VPai720° panoramic photography platform in March.
��	Launched OLAMI artificial intelligence open platform and OLAMI voice assistant APP in
	April.
��	Announced Mobile360 ADAS sample development kit in July.
��	VIA Subsidiary VIA Labs Inc. (VLI) Announces Certification of VL820 USB 3.1 Gen 2
	Hub Controller Chip in July.
��	Announced VPai Android App upgrade update in July.
��	Announced the launch of the VIA ARTiGO A630 ultra-thin and fanless gateway system in
	November.
��	Announced the launch of VPai Home one-stop solution in January.
��	Announced the launch of a high-performance computerized system and a navigation
	machine using a smart identification platform equipped with Qualcomm® in February.
2018	Announced to jointly launch an overall solution for the petroleum and petrochemical
	industry with Beijing Yahuaxing Technology Co., Ltd in March.
2018	Announced the launch of a VIA Mobile360 license plate recognition system in March.
��	Announced the launch of VPai Home smart wireless video doorbell one-stop solution in
	April.
��	Launched the latest Edge AI artificial intelligence development kit in May.
��	VIA subsidiary of VIA Labs (VIA Labs Inc., VLI) announced products VP302 and VL103,
	that’s the first to obtain USB-IF PD 3.0 certificatio in May.
��	Co-launched the offline voice solution for bathroom mirrors with Wishing Technology in
	June.
��	Launched the Linux BSP based on Yocto 2.0.3. in June.
��	Awarded as Alibaba Cloud IoT Smart Manufacturing Quality Partner in July.
��	Launched VIA SOM-6X80 module for ticketing system in July.
��	Announced cooperation with Alibaba Cloud IoT to import Link Edge in August.
��	Cooperate with FogHorn, a software developer of commercial Internet of Things (I IoT)
	solutions, to deploy edge intelligence technology in the VIA Edge AI system in September.
��	Won three awards in the Taiwan Digital Signage Application Awards. The awards include
	a visual & interactive design award and two field application awards in September.
��	Launched VIA ALTA DS 3 Edge AI system in September.
��	Announced the addition of Windows 10 IoT Core support to the VAB-820 edge computing
	platform in October.
��	VIA won the 27th "Taiwan Excellence Award" with its "Smart Touch Navigator" in
	November.
��	Won the "Veken Cup·OFweek2018 China High-tech Industry Most Brand Value Award"
	in November.

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��	Launched AI-integrated smart voice bed card for smart hospital wards in November	Launched AI-integrated smart voice bed card for smart hospital wards in November	Launched AI-integrated smart voice bed card for smart hospital wards in November	Launched AI-integrated smart voice bed card for smart hospital wards in November	Launched AI-integrated smart voice bed card for smart hospital wards in November	Launched AI-integrated smart voice bed card for smart hospital wards in November	Launched AI-integrated smart voice bed card for smart hospital wards in November	Launched AI-integrated smart voice bed card for smart hospital wards in November	Launched AI-integrated smart voice bed card for smart hospital wards in November	Launched AI-integrated smart voice bed card for smart hospital wards in November	Launched AI-integrated smart voice bed card for smart hospital wards in November	Launched AI-integrated smart voice bed card for smart hospital wards in November	Launched AI-integrated smart voice bed card for smart hospital wards in November	Launched AI-integrated smart voice bed card for smart hospital wards in November
��	Launched solar AI camera in December.
��	Cooperate with Renai high School to provide VIA AI Learning Kit (VIA AI Learning Kit)
	all-round artificial intelligence								popular science education solution in March.
��	Create a new generation of smart wards with FET and Show Chwan Memorial Hospital in
	March.
��	Launched	dual-lens driving							recorder and Mobile360 three-in-one automatic driving
	assistance system in March.
��	Announced the launch of a new energy-saving										and environmentally friendly VPai smart
	security solar IP camera in March,
��	Announced the launch				of	the VIA Mobile360 heavy machinery vehicle kit set in April.
	Passed Microsoft IoT Plug and Play certification										in May.
��
��	Won the Taipei International Computer Show Innovative Design Award and the IVC2019
	"Best Vehicle Computer Vision Technology Award" in May.
��	The VIA face recognition						system won the Innovation Product Award						at the Shanghai
	Security Expo in May.
��	Achieved in-depth		technical					cooperation with TRON in the field of intelligent driving of
	commercial vehicles in June.
��	Launched Mobile360			D700				driving recorder to improve driving				safety and reduce fleet
	operating costs in June.
��	Together with Mackay					Memorial Hospital,				they exhibited smart wards and				smart
	emergency	room application systems and equipment at the Taiwan International Medical
	and Health	Care Exhibition					in		June/
��	Launched the in-vehicle system Mobile360 M820 to promote the integration of ADAS,
	surround view and driver					monitoring and safety				systems for commercial fleets in July.
��	Cooperate with National					Normal University to					commit to artificial intelligence learning
	program in	August.
��	Launched VIA-AI		smart phone application source code and documents on GitHub in
	September.
��	Announced that Formosa						Sumco Technology (FST) has adopted VIA's AI							image
	recognition in November.
��	Launched Mobile360 M810							system in February.
��	Obtained ISO 26262 vehicle							functional safety certification in April.
��	VIA Mobile360 M820				obtains AWS IoT Greengrass certification in May.
��	Launched the VIA Mobile360 AI forklift safety kit in July.
��	Launched VIA Pixetto				vision sensor in August..
��	Launched VIA VAB-950						motherboard powered by MediaTek i500 AIoT platform in
	September..
��	Announced that its 100%-owned subsidiaries VIABASE and VIATECH will sell some
	intellectual	property rights related to chipset products, such as technologies											and materials, to
��	Shanghai Zhaoxin in October.

-12-

�� Launched the ultra-compact vehicle system VIA Mobile360 L900 in December. Signed a strategic agreement with King Long Bus to promote 5G and autonomous vehicle �� innovation for next-generation mobile applications in January. Announced that it will showcase the VIA Mobile360 M810 DOD (Dynamic Object Detection) System at the CIMVITL21 (Canadian Institute of Mining Virtual Convention and Expo) in May.

-13-

Part 3.Corporate Governance Report

1�Organization

1.1 Organizational Chart

==> picture [478 x 272] intentionally omitted <==

----- Start of picture text -----

Shareholders’ Meeting
Audit Committee
Corporate Governance Promotion Unit
(Hold by Finance Center) Board of Directors
Remuneration Committee
Ethics and Integrity Promotion Unit
Auditing Office
(Hold by President’s Office)
Corporate Social Responsibility President
Promotion Unit
(Hold by President’s Office)
President’s Office
R & D VIA Embedded Quality Assurance Customer Service Sales & Marketing Corporate
Division Division Division Division Division Function
Finance Legal
Center Center
----- End of picture text -----

-14-

1.2 Major corporate functions

Department	Functions
President’s Office	Follow the resolution of the board of directors and responsible for overseeing all businesses of the Company.
R&D Division	Build and exploit our core technical capabilities and R&D project portfolios to maintain competitive advantage of overall product.
VIA Embedded Division	Build and implement the operating strategy and development project of VIA Embedded Division to achieve the medium-term and long-term business targets.
Quality Assurance Division	Promote quality activities, continuously improve capabilities and provide products that meet customer requirements to ensure the highest customer satisfaction.
Customer Service Division	Provide customer product technical support plans to ensure that products meet customer needs and achieve mass production target goals on time as planned.
Sales & Marketing Division	Plan and implement product sales strategies to achieve the medium-term and long-term sales targets.
Finance Center	Responsible for overseeing finance and accounting, tax, credit control, and stocks services to achieve the goal of the company.
Legal Center	Plan and manage corporate legal affairs, formulate internal policies and guidelines, and handle lawsuits to protect the rights of the company.
Auditing Office	Plan and continuously improve the operational procedure, and monitor the actual implementation status of the company's internal management process to reduce the risk of management and improve the efficiencyof each department.

-15-

Remarks		(Note 1)
Executives, Directors or Supervisors Who are Spouses or within Two Degrees of Kinship	Relation	Spouse
	Name	Cher Wang
	Title	Director
Current Positions at the Company and Other	Companies	�President, VIA Technologies, Inc. �Director, HTC Corporation �Chairman, Xander International Corp. �Chairman (Representative), VIA Labs, Inc. �Non-executive Director, Television Broadcasts Limited �Chairman (Representative), TVBS Media Inc. �Director, Way-Chih Investment Co., Ltd. �Director, Hsin-Tong Investment Co., Ltd. �Director, Kun-Chang Investment Co, Ltd. �Director, CW & ET Link Inc. �Director, Hung Mao Investment Co., Ltd. �Director, Chuan Te Investment Co., Ltd. �Director, Li Way Investment Co., Ltd.
Selected Education & Experiences		�MSCS, California Institute of Technology. �President, Symphony Laboratories.
Nominee Arrangement	%	0
	Shares	0
Spouse & Minor Shareholding	%	7.00
	Shares	34,629,196
Current Shareholding	%	1.49
	Shares	7,353,682
Shareholding when elected	%	1.49
	Shares	7,353,682
Date First Elected		1995.02
Term (Yrs)		3
Date Elected		2019.06 .21
Gender		Male
Name		Wenchi Chen (Note1)
Nationality or Registry		R.O.C
Title		Chairman

-16-

Remarks
Executives, Directors or Supervisors Who are Spouses or within Two Degrees of Kinship	Relation	Spouse	None
	Name	Wenchi Chen	None
	Title	Chairman & President	None
Current Positions at the Company and Other	Companies	�Chairwoman, HTC Corporation �Chairwoman (Representative), H.T.C. (B.V.I) Corp. �Chairwoman (Representative), HTC I Investment Corporation �Chairwoman (Representative), HTC Investment Corporation �Director (Representative), High Tech Computer Asia Pacific Pte. Ltd. �Director (Representative), Xander International Corp. �Director (Representative), VIA Labs, Inc �Director (Representative), VIA Labs, Inc. �Director, Formosa Plastics Corporation �Director (Representative), TVBS Media Inc. �Director, Way-Chih Investment Co., Ltd. �Director, Hsin-Tong Investment Co., Ltd. �Director, Kun-Chang Investment Co, Ltd. �Director, CW & ET Link Inc. �Director, Hung Mao Investment Co., Ltd. �Director, Chuan Te Investment Co., Ltd. �Director, Li Way Investment Co., Ltd.	�Senior Vice President, VIA Technologies, Inc. �Director (Representative), VIA Labs, Inc.
Selected Education & Experiences		�Bachelor in Economics, University of California, Berkeley. �GM of the PC Division, First International Computer, Inc. (FIC)	�Ph.D. in Computer Science, California Institute of Technology �Director of Engineering, GCH system Inc.
Nominee Arrangement	%	0	0
	Shares	0	0
Spouse & Minor Shareholding	%	1.49	0
	Shares	7,353,682	0
Current Shareholding	%	7.00	0.96
	Shares	34,629,196	4,722,119
Shareholding when elected	%	7.02	1.05
	Shares	34,629,196	5,163,119
Date First Elected		1992.09	1995.02
Term (Yrs)		3	3
Date Elected		2019.06 .21	2019.06 .21
Gender		Female	Male
Name		Cher Wang	Tzumu Lin
Nationality or Registry		R.O.C	R.O.C
Title		Director	Director

-17-

Remarks
Executives, Directors or Supervisors Who are Spouses or within Two Degrees of Kinship	Relation	None	None	None	None
	Name	None	None	None	None
	Title	None	None	None	None
Current Positions at the Company and Other	Companies	�Pastor, Bread of Life Christian Church in Shilin	�Senior Consultant, AMA China	�Director, Giraffe Cultural Enterprises Inc. �Chairman,Christian Culture Exchange Association �Chairman, the Chinese Christian Corporate Today Media Development Association	�Chairman and CEO, Chung Hwa Chemical Industrial Works, Ltd. �Director, Everlight Chemical Industrial Corporation
Selected Education & Experiences		�Master of Divinity, Fuller Theological Seminary �Bachelor in Computer Science, Soochow University �Pastor, Bread of Life Christian Church in Taipei	�MSCS, Utah State University. �General Manager of the PC BU, IBM Taiwan �Vice President of sales, VIA Technologies, Inc. �COO, Wuhan Dopod Communication Corp. �COO in China, HTC Corporation	�Director and Remuneration Committee Member, Chung Hwa Chemical Industrial Works, Ltd. �Chairman, Dandelion Hope Foundation �Remuneration Committee Member, HTC Corporation	�Master of Science in Computer Science, University of San Francisco, USA �Director, Honest Fine Chemical Co., Ltd.
Nominee Arrangement	%	0	0	0	�
	Shares	0	0	0	�
Spouse & Minor Shareholding	%	0	0	0	�
	Shares	0	0	0	�
Current Shareholding	%	0	0	0	�
	Shares	0	0	0	�
Shareholding when elected	%	0	0	0	�
	Shares	0	0	0	�
Date First Elected		2019.06.21	2016.06.24	2019.06.21	��
Term (Yrs)		3	3	3	�
Date Elected		2019.06 .21	2019.06 .21	2019.06 .21	�� ��
Gender		Male	Male	Male	Male
Name		Brian Liu	Paul Hsu	Ti- Hsiang Wei	Wen Yuen, Ken (Note 2)
Nationality or Registry		R.O.C	R.O.C	R.O.C	R.O.C
Title		Director	Independent Director	Independent Director	Independent Director

-18-

Remarks
Executives, Directors or Supervisors Who are Spouses or within Two Degrees of Kinship	Relation	None
	Name	None
	Title	None
Current Positions at the Company and Other	Companies	�Chairman, Unity Sustainability Services Co., LTD
Selected Education & Experiences		�Supervisor, Domestic Listing Dept., Taiwan Stock Exchange Corp. �VP, Underwriting Division, Fubon Securities Co., Ltd. �VP, Taipei Exchange Partner, PwC TW �Chairman, PwC Sustainability Service Company Ltd.
Nominee Arrangement	%	0
	Shares	0
Spouse & Minor Shareholding	%	0
	Shares	0
Current Shareholding	%	0
	Shares	0
Shareholding when elected	%	0
	Shares	0
Date First Elected		2019.06.21
Term (Yrs)		3
Date Elected		2019.06 .21
Gender		Male
Name		Daniel Chu (Note 3)
Nationality or Registry		R.O.C
Title		Independent Director

-19-

Number of Other Public Companies in Which the Individual is Concurrently Serving as an Independent Director		0	0	0	0	0	0	0	0
Independence Criteria (Note3)	��	�	�	�	�	�	�	�	�
	��	�	�	�	�	�	�	�	�
	��			�	�	�	�	�	�
	�	�	�	�	�	�	�	�	�
	�				�	�	�	�	�
	�				�	�	�	�	�
	�			�	�	�	�	�	�
	�			�	�	�	�	�	�
	�			�	�	�	�	�	�
	�				�	�	�	�	�
	�				�	�	�	�	�
	�				�	�	�	�	�
Meet One of the Following Professional Qualification Requirements, Together with at Least Five Years Work Experience	Have Work Experience in the Areas of Commerce, Law, Finance, or Accounting, or Otherwise Necessary for the Business of the Company	�	�	�	�	�	�	�	�
	A Judge, Public Prosecutor, Attorney, Certified Public Accountant, or Other Professional or Technical Specialist Who has Passed a National Examination and been Awarded a Certificate in a Profession Necessary for the Business of the Company
	An Instructor or Higher Position in a Department of Commerce, Law, Finance, Accounting, or Other Academic Department Related to the Business Needs of the Company in a Public or Private Junior College, College or University								�
	Criteria ��	Wenchi Chen	Cher Wang	Tzumu Lin	Brian Liu	Paul Hsu	Ti-Hsiang Wei	Wen Yuen, Ken (Note 1)	Daniel Chu (Note 2)

-20-

-21-

Remarks	Remarks
Managers who are Spouses or Within Two Degrees of Kinship	Relation	Spouse	None	None	None	None	None
	Name	Cher Wang	None	None	None	None	None
	Title	Director	None	None	None	None	None
Other Position		�President, VIA Technologies, Inc. �Director, HTC Corporation �Chairman, Xander International Corp. �Chairman (Representative), VIA Labs, Inc. �Non-executive Director, Television Broadcasts Limited �Chairman (Representative), TVBS Media Inc. �Director, Way-Chih Investment Co., Ltd. �Director, Hsin-Tong Investment Co., Ltd. �Director, Kun-Chang Investment Co, Ltd. �Director, CW & ET Link Inc. �Director, Hung Mao Investment Co., Ltd. �Director, Chuan Te Investment Co., Ltd. �Director, Li Way Investment Co., Ltd.	�Director (Representative), VIA Labs, Inc.	None	None	None	None
Experience(Education)		�MSCS, California Institute of Technology. �President, Symphony Laboratories.	�Ph.D. in Computer Science, California Institute of Technology �Director of Engineering, GCH system Inc.	�MSCS, University of Texas �Engineer, Symphony Laboratories.	�Bachelor in Chinese history, University of Westminster London �Director of Marketing, First International Computer, Inc. (FIC)	�Master of Electrical and Computer Engineering, University of Missouri Columbia, USA. �Deputy Manager of Engineering, Yosun Industrial Corp.	�EMBA, National School of Development at Peking University �GM of China, ADI Corporation
Shareholding by Nominee Arrangement	%	0	0	0	0	0	0
	Shares	0	0	0	0	0	0
Spouse & Minor Shareholding	%	7.00	0	0.01	0	0	0
	Shares	34,629,196	0	64,359	0	0	0
Shareholding	%	1.49	0.96	0.29	0	0.01	0
	Shares	7,353,682	4,722,119	1,431,052	0	48,268	200
Date	Effective	1992.09	1992.09	2000.09	2005.08	2008.01	2008.01
Gender		Male	Male	Male	Male	Male	Male
Name		Wenchi Chen	Tzumu Lin	Jiin Lai (Note1)	Richard Brown	Jia-Long Wu	Tom Hsu
Nationality		R.O.C	R.O.C	R.O.C	United Kingdom	R.O.C	R.O.C
Title		Chairman & President	Director & Senior Vice President	Vice President	Vice President	Vice President	Vice President

-22-

Remarks	Remarks
Managers who are Spouses or Within Two Degrees of Kinship	Relation	None	None	None	None	None	None	None	None
	Name	None	None	None	None	None	None	None	None
	Title	None	None	None	None	None	None	None	None
Other Position		�Director (Representative), TVBS Media Inc. �Founder/ Director, IC975 Radio Station �Chairman, FiberLogic Communications, Inc. �Directors, Chinese Christian Faith and Love Foundation �Directors, VIA Faith and Love Charity Foundation �Independent Director, Sino-American Silicon Products Inc.	�Supervisor (Representative), EverPro Technologies Company Limited.	�Director (Representative), Openfind Information Technology Inc. �Chairwomen (Representative), Intumit Inc.	None	None	None	None	None
Experience(Education)		�Ph.D. in Materials Science, UCLA �Executive Vice President, Lam Research Co., Ltd.	�Master of Accounting, Soochow University �Auditing Services Manager, Deloitte & Touche, Taiwan	�Bachelor of Science, Management Information Systems, National Taiwan University �Program for Leadership Development (PLD), Harvard Business School	�Master of Telecommunication, National Chiao Tung University �Assistant Vice President, Veridata Electronics, Inc.	�Master in Computer Science of EECS, National Chiao Tung University �Project Researcher, Acer Computer Co., Ltd� �Software Research Fellow, Acer Inc.	�Master of Electronics Engineering, National Taiwan University of Science and Technology �Assistant Vice President of R&D, VIA Labs, Inc. �Vice President, Retronix Technology Inc.	�MBA, Pacific Western University �Engineer,S3 International, Ltd., Taiwan	�J.D., West Virginia University College of Law. �MBA, West Virginia University College of Business and Economics �Director, Intellectual Property and Legal Department, Yageo Corporation
Shareholding by Nominee Arrangement	%	0	0	0	0	0	0	0	0
	Shares	0	0	0	0	0	0	0	0
Spouse & Minor Shareholding	%	0	0	0	0	0	0	0	0
	Shares	0	0	0	0	0	240	0	0
Shareholding	%	0.01	0.01	0.01	0.01	0.00	0	0	0
	Shares	45,000	40,000	40,000	40,000	5,616	0	10,685	7,000
Date	Effective	2012.04	2015.11	2015.11	2008.05	2010.01	2015.4	2018.6	2017.7
Gender		Male	Female	Female	Male	Female	Male	Male	Female
Name		Shao-Lun Lee	Bao-Huei Chen	Epan Wu	Neng-An Kuo	Meng-Cheng Ku	Yi-Lin Lai	Cheng-Hui Pu	Shu-Fen Huang
Nationality		R.O.C	R.O.C	R.O.C	R.O.C	R.O.C	R.O.C	R.O.C	R.O.C
Title		Vice President	Vice President	Vice President	Assistant Vice President	Assistant Vice President	Assistant Vice President	Assistant Vice President	Assistant Vice President

-23-

Remuneration from ventures other than subsidiaries or from the parent company	Remuneration from ventures other than subsidiaries or from the parent company	Remuneration from ventures other than subsidiaries or from the parent company	Remuneration from ventures other than subsidiaries or from the parent company	0	0	0	0	0	0	0	0
Ratio of Total Compensation (A+B+C+D+E+F+G) to Net Income (%)		Companies in the consolidated financial statements		0	0	0.061	0.003	0.012	0.013	0.009	0.003
		The company		0	0	0	0.003	0.012	0.013	0.009	0.003
Relevant Remuneration Received by Directors Who are Also Employees	Employee Compensation (G)	Companies in the consolidated financial statements	Stock	0	0	0	0	0	0	0	0
			Cash	0	0	0	0	0	0	0	0
		The company	Stock	0	0	0	0	0	0	0	0
			Cash	0	0	0	0	0	0	0	0
	Pension (F)	Companies in the consolidated financial statements		0	0	0	0	0	0	0	0
		The company		0	0	0	0	0	0	0	0
	Salary, Bonuses, and Allowances (E)	Companies in the consolidated financial statements		0	0	2,894	0	0	0	0	0
		The company		0	0	0	0	0	0	0	0
Ratio of Total Remuneration (A+B+C+D) to Net Income (%)		Companies in the consolidated financial statements		0	0	0	0.003	0.012	0.013	0.009	0.003
		The company		0	0	0	0.003	0.012	0.013	0.009	0.003
Remuneration	Allowances (D)	Companies in the consolidated financial statements		0	0	0	50	40	60	30	20
		The company		0	0	0	50	40	60	30	20
	Remunerations (C)	Companies in the consolidated financial statements		0	0	0	100	300	300	300	0
		The company		0	0	0	100	300	300	300	0
	Pension (B)	Companies in the consolidated financial statements		0	0	0	0	0	0	0	0
		The company		0	0	0	0	0	0	0	0
	Salary (A)	All companies in the consolidated financial statements		0	0	0	0	240	240	110	120
		The company		6	0	0	0	240	240	110	120
	Name			Wenchi Chen	Cher Wang	Tzumu Lin	Brian Liu	Paul Hsu	Ti-Hsiang Wei	Wen Yuen, Ken (note 1)	Daniel Chu (note 2)
	Title			Chairman & President	Director	Director & Senior Vice President	Director	Independent Director	Independent Director	Independent Director	Independent Director
				Director				Independent Director

-24-

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�� Remuneration paid to President and Vice Presidents
----- End of picture text -----

==> picture [295 x 11] intentionally omitted <==

----- Start of picture text -----

�by means of consolidated tally by scale by which to disclose the names�
----- End of picture text -----


	�bymeans	of consolidated tallybyscale bywhich to disclose the names� December 31,2020
Title	Name	Salary (A)		Pension (B)		Bonuses, and Allowances (C)		Employee Compensation (D) (Note 2)				Ratio of Total Compensation (A+B+C+D) to Net Income(%)		Remuneratio n from ventures other than subsidiaries or from the parent company
		The company	Companies in the consolidated financial statements	The company	Companies in the consolidated financial statements	The company	Companies in the consolidated financial statements	The company		Companies in the consolidated financial statements		The company	Companies in the consolidated financial statements
								Cash	Stock	Cash	Stock
President	Wenchi Chen	24,524	30,481	324	378	4,068	4,068	37,000	0	37,000	0	1.40	1.52	None
Senior Vice President	Tzumu Lin
Vice President	Jiin Lai (Note1)
Vice President	Epan Wu
Vice President	Tom Hsu
Vice President	Jia-Long Wu
Vice President	Shao-Lun Lee
Vice President	Bao-Huei Chen
Vice President	Richard Brown

Scale of remunerations

Scale of remunerations to managers of the Company	Total of President and Vice Presidents	Total of President and Vice Presidents
	The company	Companies in the consolidated financial statements
Less than NT$ 1,000,000	Wenchi Chen� Tzumu Lin	Wenchi Chen
NT$1,000,000 ~ NT$1,999,999	Jiin Lai(Note 1)
NT$2,000,000 ~ NT$3,499,999	Tom Hsu	Jiin Lai(Note 1)� Tzumu Lin
NT$3,500,000 ~ NT$4,999,999	Richard Brown� Jia-Long Wu� Shao-Lun Lee	Richard Brown� Jia-Long Wu� Shao-Lun Lee� Tom Hsu
NT$5,000,000 ~ NT$9,999,999	Epan Wu� Bao-Huei Chen	Epan Wu� Bao-Huei Chen
NT$10,000,000 ~ NT$14,999,999
NT$15,000,000 ~ NT$29,999,999
NT$30,000,000 ~ NT$49,999,999
NT$50,000,000 ~ NT$99,999,999
Greater than or equal to NT$100,000,000
Total	9	9

*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.

Note 1: Jiin Lai retired on June 30, 2020.

Note 2:The employee compensation for managers in 2020 is NT$37,000 thousand. Since there is no actual individual payment amount, the above table is the data without additional employee compensation.

-25-

�� Employee Compensation Granted to Management Team

Distributable employee compensation in 2020

==> picture [460 x 305] intentionally omitted <==

----- Start of picture text -----

December 31, 2020
Unit: NT$ thousand
Employee
Compensati
Ratio of Total
on Employee
Amount to
Title Name - in Stock Compensation Total
Net Income
(Fair - in Cash
��
Market
Value)
Chairman Wenchi Chen
Senior Vice President Tzumu Lin
Vice President Jiin Lai
Vice President Richard Brown
Executive Vice President Jia-Long Wu
Officers Vice President Shao-Lun Lee
Vice President Tom Hsu
Vice President Epan Wu ��
Vice President/ Chief
Bao-Huei Chen
Financial Officer
Assistant Vice President Neng-An Kuo
Assistant Vice President Meng-Cheng Ku
Assistant Vice President Yi-Lin Lai
Assistant Vice President Cheng-Hui Pu
Assistant Vice President [Shu-Fen Huang ]
----- End of picture text -----

On April 29, 2021, the board of directors resolved to approve the remuneration of managers and employees.

�� Compare and explain the analysis of the total remuneration paid to the directors, supervisors, general managers and deputy general managers of the company in the most recent two years by the company and all companies in the consolidated financial statements as a percentage of the net �
profit after tax of individual or individual financial reports, and explain the remuneration policies standards and combinations, the procedures for setting remuneration, and the correlation with operating performance and future risk��

Analysis of the proportion of the total remuneration paid to the directors, supervisors, president and vice president of the company in the net profit after tax in the last two years��

Title	Total remuneration as a percentage of net profit after tax (%)	Total remuneration as a percentage of net profit after tax (%)	Total remuneration as a percentage of net profit after tax (%)	Total remuneration as a percentage of net profit after tax (%)
	2019		2020
	The company	Companies in the financial statements	The company	Companies in the financial statements
Directors	1.34	8.53	0.04	0.10
Supervisors	0.14	0.18	0	0
President and vice president	88.81	104.87	1.40	1.52

-26-

The remuneration of the directors and supervisors of the company is in accordance with Article 20 of the company's articles of association. If the company has a profit of not more than 1% as the remuneration of the directors and supervisors, if there are accumulated losses, the compensation amount shall be reserved in advance. The net profit before tax of NT$5,281,463,518 before deduction of employee remuneration and directors’ remuneration for 2020 will be distributed according to the company’s articles of association; the distribution of directors’ remuneration will be approximately 0.02% of NT$1,000,000, which will be paid in cash.

The ratio of President and Vice president's remuneration to net profit after tax in the second year is mainly due to the increase in net profit after tax of NT$4,722,646 thousand in 2020 compared with the net profit of NT$42,493 thousand in 2019. The remuneration policy of the management team is based on the salary level of the job equivalent to the same industry market, plus the achievement rate of the company's operation and individual performance in each field of responsibility, and gives reasonable remuneration, which is reviewed and approved by the remuneration committee.

��Implementation of Corporate Governance

4.1.1 Board of Directors

A total of 5 meetings of the board of directors were held in 2020. The attendance of

director was as follows:

rector was as	follows:
Title	Name (Note1)	Attendance in Person	By Proxy	Attendance Rate (%) (Note2)	Remarks
Chairman	Wenchi Chen	�	�	��	Should attend 5 times throughout 2020
Director	Cher Wang	�	�	��	Should attend 5 times throughout 2020
Director	Tzumu Lin	�	�	��	Should attend 5 times throughout 2020
Director	Brian Liu	�	�	��	Should attend 5 times throughout 2020
Independent Director	Paul Hsu	�	�	��	Should attend 4 times throughout 2020
Independent Director	Daniel Chu	�	�	��	Daniel Chu resigned as independent director on June 18, 2020, should attend twice.
Independent Director	Ti-Hsiang Wei	�	�	��	Should attend 5 times throughout 2020
Independent Director	Wen-Yuen Ken	�	�	��	Wen-Yuen Ken was appointed as the new independent director On June 19, 2020, should attend 3 times
Other mentionable items: 1.If there are any of the following circumstances applies, the dates of meetings, sessions, contents of motions, all independents’ opinion and the Company’s response to independent directors’ opinion should be specified: (1) Circumstances referred to in Article 14-3 of Securities and Exchange Act. (Please refer to this paragraph of this annual report 4.11.2 Important resolutions of the board of directors): Approved by all independent directors. (2) In addition to the previous issues, other board meeting resolutions that have been opposed or reserved by independent directors and have records or written statements�None

1.If there are any of the following circumstances applies, the dates of meetings, sessions, contents of motions, all independents’ opinion and the Company’s response to independent directors’ opinion should be specified:

(1) Circumstances referred to in Article 14-3 of Securities and Exchange Act. (Please refer to this paragraph of this annual report 4.11.2 Important resolutions of the board of directors): Approved by all independent directors.

(2) In addition to the previous issues, other board meeting resolutions that have been opposed or reserved by independent directors and have records or written statements�None

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2.If there is Directors’ avoidance of motions in conflict of interest, the Directors’ names, contents of motions, causes for avoidance and voting should be specified: In the 2020 board meeting, there is no need to avoid the proposal of interest.
3.The listed company shall disclose the evaluation cycle and period, evaluation scope, method and evaluation content of the self (or peer) evaluation by the board of directors, and fill in the attached Table 4.1.2 Board performance evaluation implementation status.
The company’s board of directors passed a resolution on March 20, 2020 to formulate the performance evaluation method for the board of directors, and completed the performance evaluation of the board of directors during the period from 2020/1/1 to 2020/12/31 before the first quarter of 2021, and submitted the results of the performance evaluation. Report to the Board of Directors on March 22, 2021.
4.The objectives of strengthening the functions of the board of directors in the current year and the most recent year (such as setting up an audit committee, enhancing information transparency, etc.) and evaluation of the implementation situation: (1) The Remuneration Committee will hold three meetings in 2020 and submit them to the board of directors � (2) The company established independent directors in 2016 and established an audit committee in 2019 to strengthen the functions of the board of directors.

��Implementation status of board performance evaluation

Circle	Period	Range	Method	Content
Conducted once a year	2020/1/1- 2020/12/31	The board as a whole� Individual Directors�Functional committees(Remuneration Committee and Audit Committee) performance evaluation	The execution unit of the performance evaluation of the company's internal board of directors is carried out by the company's governance promotion unit, using internal questionnaire. Internal self- evaluation by the board of directors and self-evaluation by directors. Every three years, an external professional independent organization or an external expert team will perform the evaluation. The evaluation method is a combination of data analysis, questionnaires and on-site interviews.	��Board performance evaluation: the degree of participation in the company's operations, the quality of board decisions, the composition and structure of the board, the selection and continuous education of directors, and internal control. ��Performance evaluation of individual directors: mastery of company goals and tasks, awareness of directors' responsibilities, participation in company operations, internal relationship management and communication, directors' professional and continuous education, and internal control. ��Performance evaluation of functional committees: the degree of participation in the company's operations, awareness of the responsibilities of the functional committees, the decision-making quality of the functional committees, the composition of the functional committees and the selection of members, and internal control.

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2020 Annual Board Performance Evaluation Statistics Results��
��The self-assessment of the performance evaluation of the board of directors includes the following five aspects and a total of 45 indicators.

Five aspects of self-evaluation A.The degree of participation of the company's operations ��Improve the quality of board decisions ��Board composition and structure ��Director selection and continuing education ��Internal Control Subtotal	Assessment items	Score results
	��	4.35
	��	��
	�	��
	�	��
	�	��
	��	��

Evaluation result:

The overall score is 4.50, and the overall operation of the board of directors is rated excellent. The score for the "Level of Participation in the Operation of the Company" is slightly lower, mainly because the attendance of directors at the shareholders meeting needs to be strengthened.

��The self-evaluation of performance evaluation of board members includes the following six aspects, totaling 23 indicators.

Six aspects of self-evaluation	Assessment items	Score results
A. The degree of participation of the company's operations	3	4.48
B. Improve the quality of board decisions	3	4.67
C. Board composition and structure	8	4.61
D. Internal relationship management and communication	3	4.57
E. Director selection and continuing education	3	4.52
F. Internal Control	3	4.62
Subtotal	23	4.58

Evaluation result:

The overall score is 4.58, the directors’ participation in the board of directors’ operations was rated well. The members of the board of directors are professional and responsible, and communicate well. The score for "Mastering the Company's Goals and Tasks" is slightly lower. The main reason is that the directors have a weak perception of the company's strategic goals and the characteristics of the industry and risks. The company should strengthen the provision of relevant information to all directors.

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��The performance evaluation self-assessment of the Audit Committee includes the following five aspects and a total of 22 indicators.

five aspects and a total of 22 indicators.
Fiveaspects ofself-evaluation	Assessment items	Scoreresults
��The degree of participation of the company's operations	�	��
��Functional Committee Responsibility Recognition	�	��
��Improve the decision-making quality of functional committees	�	��
��Functional committee composition and member selection	�	��
��Internal Control	�	��
Subtotal	��	��

Evaluation result:

The overall score is 4.17, and the overall operation of the audit committee is rated as good. The members of the committee are independent and effective. The scores for "Committee Composition and Member Selection" and "Internal Control" are slightly lower. It is advisable to strengthen the provision of relevant information to the members��

��The self-assessment of the performance evaluation of the remuneration committee includes the following four aspects and a total of 19 indicators.

Four aspects ofself-evaluation	Assessment items	Scoreresults
��The degree of participation of the company's operations	�	��
��Functional Committee Responsibility Recognition	�	��
��Improve the decision-making quality of functionalcommittees	�	��
��Functional committee composition andmemberselection	�	��
Subtotal	��	��

Evaluation result:

The overall score is 4.39, and the overall operation of the remuneration committee is rated excellent. The performance evaluation of the remuneration committee has low scores in terms of committee responsibilities. It is advisable to strengthen the provision of relevant information to members in order to improve the cognition of the committee’s responsibilities. Overview�Excellent.

On the whole, the board of directors is operating well and will continue to strengthen based on the results of this board of directors' evaluation to improve the effectiveness of corporate governance.

��Audit Committee for Board Meeting

The audit committee of the company is composed of 3 independent directors. The audit committee aims to assist the board of directors in supervising the company's quality and integrity in

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the implementation of accounting, auditing, financial reporting processes, internal control, risk control, and compliance with customs laws and regulations.

��Audit Committee

A total of 5 (A) Audit Committee meetings were held in 2020. The attendance of the independent directors was as follows:

Title	Name	Attendance in Person(B)	By Proxy	Attendance Rate (%) �B/A�(Noted)	Remarks
Independent Director	Ti-Hsiang Wei	5	0	100	Should attend 5 times in 2020
Independent Director	Paul Hsu	5	0	100	Should attend 5 times in 2020
Independent Director	Wen-Yuen, Ken	3	0	100	Newly appointed on June 19, 2020, should attend 3 times in 2020.
Independent Director	Daniel Chu	2	0	100	Resign on June 18, 2020, and should attend twice in 2020.
Other mentionable items: ��Audit Committee’s main responsibilities� ��Establish or amend the internal control system in accordance with the provisions of Article 14-1 of the Securities and Exchange Law. ��Evaluation of the effectiveness of the internal control system. ��In accordance with the provisions of Article 36-1 of the Securities and Exchange Act, stipulate or amend the procedures for the acquisition or disposal of assets, derivative commodity transactions, fund lending to others, endorsements or guarantees for others. ��Matters involving the interests of the directors themselves. ��Significant asset or derivative commodity transactions. ��Significant capital loans, endorsements or guarantees. ��Raising, issuing or private placement of equity securities. ��Appointment, dismissal or remuneration of certified public accountants. ��Appointment and removal of financial, accounting or internal audit supervisors. ��Annual financial report and semi-annual financial report. ��Other major matters stipulated by the company or the competent authority. ��Annual work focus of the audit committee� Review the company’s financial reports, internal audit reports, supervise the company’s various important risk issues and internal control, and review the independence and competence of certified public accountants. 3.The communication between independent directors and internal audit supervisors� (1). Before the end of the fiscal year, the company will review and approve the audit plan for the next year, and then submit it to the board of directors for resolution. (2). After the audit report and the follow-up report are reviewed, the independent directors will be notified before the end of the next month after the audit project is completed, so that the independent directors can understand the audit operation. (3). The company revised its internal control system and internal audit system, and submitted it to the board of directors for resolution after review and approval by the audit committee. (4). The company evaluates the internal control system design and implementation results on its own, and issues an internal control system statement after approval by the audit committee, and then submits it to the board of directors for resolution. (5). Usually, the audit supervisor can communicate with independent directors by phone or e-mail according to actual needs.

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��Summary of the communication between independent directors and internal audit in 2020:

Date of Audit Committee Meeting	Way of communication	Communication matters	Communicate results
Mar. 20, 2020	The Audit Committee	Submit the 2019 “Internal Control System Statement” case. Audit business report from October 2019 to February2020.	Submit the resolution to the board of directors after approval. Contact note
May 06, 2020	The Audit Committee	Audit business report from March to April 2020	Contact note
Agu. 06, 2020	The Audit Committee	Audit business report from May to July 2020	Contact note
Nov. 13, 2020	The Audit Committee	Audit business report from August to October 2020 2021 annual auditplan case	Contact note Submit the resolution to the board of directors after approval.

��Communication between independent directors and accountants:

�� For the company's annual financial report, the audit committee shall provide a certified accountant with an explanation of the audit results and audit opinions before the financial report is reviewed. A written communication letter is sent annually to report and check risks, check key items and necessary explanations.

Date of Audit Committee Meeting	Way of communication	Communication matters	Communicate results
Nov. 13, 2020	The Audit Committee	1. The company appointed Deloitte & Touche to perform the audit of China's 2020 financial statements. The certified accountants are Shu-Lin Liu and Chin- Chuan Shih. According to the 62nd Bulletin of Auditing Standards and the Deloitte Global Audit Quality policy, the accountants and the audit team communicate with the company's audit committee in a timely manner in an audit. 2. The main purpose of the communication is to explain the methodologies of the inspectors in performing the audit work, the understanding and findings of the inspected company at the planning stage or at the conclusion of the inspection, and to maintain two-way communication with the members of the company's audit committee to strengthen corporate governance. Attached is the company’s 2020 communication letter with the audit committee.	Agree to contact

�� The company regularly evaluates the independence of the appointed accountant every year, and obtains an

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independence statement issued by the appointed certified accountant every year for the audit committee and the board of directors to review. In order to ensure the independence of accountants, the fourth audit committee of the first session on March 20, 2020 and the first board of directors review and approval on March 20, 2020, the certified accountants Shu-Lin Liu and Chin-Chuan Shih in Deloitte & Touche, are in compliance Independence assessment standards, enough to serve as the company's financial and tax accountants. ��The operation of the audit committee in the past year Date Proposal content Securities and Exchange Act #14-5 listed items The company's handling of the audit committee's opinions Mar. 20, 2020 First The fourth time 1. The Company's Operation Report for the 4th Quarter of 2019. � Submit the report of the board of directors on March 20,2020. 2. The company's 2019 business report and financial statements. � The board of directors, all present directors agreed to pass on March 20, 2020. 3. The company's 2019 profit and loss supplementary proposal. � The board of directors, all present directors agreed to pass on March 20, 2020. 4. Audit supervisor report case � Submit the report of the board of directors on March 20,2020. 5. Submit the 2019 “Internal Control System Statement” case � The board of directors, all present directors agreed to pass on March 20, 2020. 6.The company's 2020 accountant independence assessment, appointment and remuneration proposal � The board of directors, all present directors agreed to pass on March 20, 2020. 7. Draft the company's "Code of Ethical Conduct" � The board of directors, all present directors agreed to pass on March 20, 2020. 8.Drafting the company's "Code of Practice for Corporate Social Responsibility" � The board of directors, all present directors agreed to pass on March 20, 2020. 9.Drafting of the company's "Integrity Management Code" and "Integrity Management Operation Procedures and BehaviorGuidelines" � The board of directors, all present directors agreed to pass on March 20, 2020. ��Bank credit line application � The board of directors, all present directors agreed to pass on March 20, 2020.	independence statement issued by the appointed certified accountant every year for the audit committee and the board of directors to review. In order to ensure the independence of accountants, the fourth audit committee of the first session on March 20, 2020 and the first board of directors review and approval on March 20, 2020, the certified accountants Shu-Lin Liu and Chin-Chuan Shih in Deloitte & Touche, are in compliance Independence assessment standards, enough to serve as the company's financial and tax accountants. ��The operation of the audit committee in the past year Date Proposal content Securities and Exchange Act #14-5 listed items The company's handling of the audit committee's opinions Mar. 20, 2020 First The fourth time 1. The Company's Operation Report for the 4th Quarter of 2019. � Submit the report of the board of directors on March 20,2020. 2. The company's 2019 business report and financial statements. � The board of directors, all present directors agreed to pass on March 20, 2020. 3. The company's 2019 profit and loss supplementary proposal. � The board of directors, all present directors agreed to pass on March 20, 2020. 4. Audit supervisor report case � Submit the report of the board of directors on March 20,2020. 5. Submit the 2019 “Internal Control System Statement” case � The board of directors, all present directors agreed to pass on March 20, 2020. 6.The company's 2020 accountant independence assessment, appointment and remuneration proposal � The board of directors, all present directors agreed to pass on March 20, 2020. 7. Draft the company's "Code of Ethical Conduct" � The board of directors, all present directors agreed to pass on March 20, 2020. 8.Drafting the company's "Code of Practice for Corporate Social Responsibility" � The board of directors, all present directors agreed to pass on March 20, 2020. 9.Drafting of the company's "Integrity Management Code" and "Integrity Management Operation Procedures and BehaviorGuidelines" � The board of directors, all present directors agreed to pass on March 20, 2020. ��Bank credit line application � The board of directors, all present directors agreed to pass on March 20, 2020.	independence statement issued by the appointed certified accountant every year for the audit committee and the board of directors to review. In order to ensure the independence of accountants, the fourth audit committee of the first session on March 20, 2020 and the first board of directors review and approval on March 20, 2020, the certified accountants Shu-Lin Liu and Chin-Chuan Shih in Deloitte & Touche, are in compliance Independence assessment standards, enough to serve as the company's financial and tax accountants. ��The operation of the audit committee in the past year Date Proposal content Securities and Exchange Act #14-5 listed items The company's handling of the audit committee's opinions Mar. 20, 2020 First The fourth time 1. The Company's Operation Report for the 4th Quarter of 2019. � Submit the report of the board of directors on March 20,2020. 2. The company's 2019 business report and financial statements. � The board of directors, all present directors agreed to pass on March 20, 2020. 3. The company's 2019 profit and loss supplementary proposal. � The board of directors, all present directors agreed to pass on March 20, 2020. 4. Audit supervisor report case � Submit the report of the board of directors on March 20,2020. 5. Submit the 2019 “Internal Control System Statement” case � The board of directors, all present directors agreed to pass on March 20, 2020. 6.The company's 2020 accountant independence assessment, appointment and remuneration proposal � The board of directors, all present directors agreed to pass on March 20, 2020. 7. Draft the company's "Code of Ethical Conduct" � The board of directors, all present directors agreed to pass on March 20, 2020. 8.Drafting the company's "Code of Practice for Corporate Social Responsibility" � The board of directors, all present directors agreed to pass on March 20, 2020. 9.Drafting of the company's "Integrity Management Code" and "Integrity Management Operation Procedures and BehaviorGuidelines" � The board of directors, all present directors agreed to pass on March 20, 2020. ��Bank credit line application � The board of directors, all present directors agreed to pass on March 20, 2020.	independence statement issued by the appointed certified accountant every year for the audit committee and the board of directors to review. In order to ensure the independence of accountants, the fourth audit committee of the first session on March 20, 2020 and the first board of directors review and approval on March 20, 2020, the certified accountants Shu-Lin Liu and Chin-Chuan Shih in Deloitte & Touche, are in compliance Independence assessment standards, enough to serve as the company's financial and tax accountants. ��The operation of the audit committee in the past year Date Proposal content Securities and Exchange Act #14-5 listed items The company's handling of the audit committee's opinions Mar. 20, 2020 First The fourth time 1. The Company's Operation Report for the 4th Quarter of 2019. � Submit the report of the board of directors on March 20,2020. 2. The company's 2019 business report and financial statements. � The board of directors, all present directors agreed to pass on March 20, 2020. 3. The company's 2019 profit and loss supplementary proposal. � The board of directors, all present directors agreed to pass on March 20, 2020. 4. Audit supervisor report case � Submit the report of the board of directors on March 20,2020. 5. Submit the 2019 “Internal Control System Statement” case � The board of directors, all present directors agreed to pass on March 20, 2020. 6.The company's 2020 accountant independence assessment, appointment and remuneration proposal � The board of directors, all present directors agreed to pass on March 20, 2020. 7. Draft the company's "Code of Ethical Conduct" � The board of directors, all present directors agreed to pass on March 20, 2020. 8.Drafting the company's "Code of Practice for Corporate Social Responsibility" � The board of directors, all present directors agreed to pass on March 20, 2020. 9.Drafting of the company's "Integrity Management Code" and "Integrity Management Operation Procedures and BehaviorGuidelines" � The board of directors, all present directors agreed to pass on March 20, 2020. ��Bank credit line application � The board of directors, all present directors agreed to pass on March 20, 2020.
Date	Proposal content	Securities and Exchange Act #14-5 listed items	The company's handling of the audit committee's opinions
Mar. 20, 2020 First The fourth time	1. The Company's Operation Report for the 4th Quarter of 2019.	�	Submit the report of the board of directors on March 20,2020.
	2. The company's 2019 business report and financial statements.	�	The board of directors, all present directors agreed to pass on March 20, 2020.
	3. The company's 2019 profit and loss supplementary proposal.	�	The board of directors, all present directors agreed to pass on March 20, 2020.
	4. Audit supervisor report case	�	Submit the report of the board of directors on March 20,2020.
	5. Submit the 2019 “Internal Control System Statement” case	�	The board of directors, all present directors agreed to pass on March 20, 2020.
	6.The company's 2020 accountant independence assessment, appointment and remuneration proposal	�	The board of directors, all present directors agreed to pass on March 20, 2020.
	7. Draft the company's "Code of Ethical Conduct"	�	The board of directors, all present directors agreed to pass on March 20, 2020.
	8.Drafting the company's "Code of Practice for Corporate Social Responsibility"	�	The board of directors, all present directors agreed to pass on March 20, 2020.
	9.Drafting of the company's "Integrity Management Code" and "Integrity Management Operation Procedures and BehaviorGuidelines"	�	The board of directors, all present directors agreed to pass on March 20, 2020.
	��Bank credit line application	�	The board of directors, all present directors agreed to pass on March 20, 2020.

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	��Endorsement Guarantee Limit Case	�	The board of directors, all present directors agreed to pass on March 20, 2020.
	��Submitted a case of ratifying the company’s reinvested subsidiary Weifeng Electronic Counseling and Recommending Brokers and InsuranceCenters	�	The board of directors, all present directors agreed to pass on March 20, 2020.
	Audit committee resolution result: all present members of the audit committee agreed topass.
May 20, 2020 First The fifth time	1. The company's operation report for the first quarter of 2020.		Submit the report of the board of directors on May 20,2020.
	2. Audit supervisor report case.	�	Submit the report of the board of directors on May 20,2020.�
	��The company intends to indirectly invest in the mainland businessEverpro Technology Co.,Ltd.(tentative name).	�	The board of directors, all present directors agreed topass on May20,2020.
	Audit committee resolution result: all present members of the audit committee agreed to pass.
Aug. 06, 2020 First The sixth time	1.The company's operation report for the second quarter of 2020.	�	Submit the report of the board of directors on August 6,2020.
	2.Audit supervisor report case.	�	Submit the report of the board of directors on August 6,2020.
	Audit committee resolution result: all present members of the audit committee agreed topass.
Oct. 22, 2020 First The seventh time	1. Proposed disposal of intangible assets related to certain chipset products.	�	The board of directors, all present directors agreed to pass on October 26, 2020.
	��Proposed disposal of intangible assets related to certain processor products.	�	The board of directors, all present directors agreed to pass on October 26, 2020.
	��Proposed to allocate part of the intangible assets value of the disposal as employee incentives.	�	The board of directors, all present directors agreed to pass on October 26, 2020.
	Audit committee resolution result: all present members of the audit committee agreed topass.
Nov.13, 2020 First The eighth time	1. The company's operation report for the third quarter of 2019.		Submit the report of the board of directors on November 13,2020.
	2. Audit supervisor report case.	�	Submit the report of the board of directors on November 13,2020.
	�. Annual audit plan case.	�	The board of directors, all present directors agreed to pass on November 13, 2020.
	��JihSun International Commercial Bank credit line application.	�	The board of directors, all present directors agreed to pass on November 13, 2020.

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��Amend part of the company's �� present directors agreed
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patent ratification cases originally developed to pass on November 13,
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The board of directors, all
9. The company reduced its shareholding in � present directors agreed
subsidiary VIA Labs, Inc. by more than 10%. to pass on November 13,
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----- End of picture text -----

4.3 Corporate Governance Implementation and its Deviations from “Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies”

Evaluation Item			Implementation Status	Deviations and Reasons
	Yes	No	Abstract Illustration
1�Does the company establish and disclose the Corporate Governance Best-Practice Principles based on Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies?	�		The company has established “Corporate Governance Practical Rules” based on the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and has followed laws and regulations to disclose information on the "Market Observation Post System Network" and the company's website to enhance information transparency. To protect the rights and interests of shareholders and stakeholders.	None

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Evaluation Item			Implementation Status	Deviations and Reasons
	Yes	No	Abstract Illustration
��Shareholding structure & shareholders’ rights ��Does the company establish an internal operating procedure to deal with shareholders’ suggestions, doubts, disputes and litigations, and implement based on the procedure? ��Does the company possess the list of its major shareholders as well as the ultimate owners of those shares? ��Does the company establish and execute the risk management and firewall system within its conglomerate structure? ��Does the company establish internal rules against insiders trading with undisclosed information?	� � � �		(1) The company has established a spokesperson and proxy spokesperson system to handle related matters in accordance with regulations. In addition, the stock affairs processing department and the public relations department can also handle shareholder suggestions, news media, and investment institutions’ answers to all inquiries. If there are litigation matters, the legal department will handle. ��The company has specialized units and stock affairs units that keep abreast of the shareholding status of major shareholders, directors, and managers, and declare and disclose the quarterly list of shareholders holding more than 5% of the equity on the company's website in accordance with regulations. ��The control of the company and affiliated companies is based on the "Administrative Measures for Subinvestment Companies", "Internal Control System", "Procedures for Transaction of Specific Companies, Group Companies and Related Persons" and related laws and regulations of the company, its subsidiaries and affiliated companies Regulations can effectively establish risk control. (4) The management of the company attaches great importance to integrity management and the design of the internal management system to prevent fraud. It has formulated the "internal material information processing operating procedures" to regulate the processing of material information, and frequently publicizes the securities transaction law and related regulations to insiders. Insiders’ regulated laws and regulations, prohibiting insiders’ involvement in insider trading. The company provides relevant education and publicity for new directors, managers and employees when they arrive, and will send relevant laws and regulations information to directors, directors, and employees from time to time. Managers and employees.	None

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Evaluation Item	Implementation Status	Implementation Status	Implementation Status	Deviations and Reasons
	Yes	No	Abstract Illustration
			Education and training for current directors and managers will be conducted on October 13, 2020, and the Taiwan Stock Exchange will be updated on October 8, 2020 on the "Laws and Regulations and Precautions Concerning Company Insiders’ Equity Transitions", and will be briefed on the file. Sent to all directors and managers for reference
��Composition and Responsibilities of the Board of Directors ��Does the Board develop and implement a diversified policy for the composition of its members? ��Does the company voluntarily establish other functional committees in addition to the Remuneration Committee and the Audit Committee? ��Whether the company formulates the regulations and method for the performance evaluation of the board of directors, conducts evaluation regularly every year, reports the results to the board of directors, and takes it as a reference for the remuneration, nomination and re-appointment of each director?	� � �		��The company has established the board of directors in the "Code of Practice for Corporate Governance". According to the industry professional background, work field and practical experience, and pay attention to gender equality, the company should select persons with the necessary knowledge, skills and accomplishments to perform the duties as directors. The overall development and operation are helpful. The company's current board of directors consists of seven directors, of which three are independent directors. The members have rich experience and expertise in finance, management, technology and other fields. In addition, the company pays attention to gender equality among board members, and currently there is one seat for female directors. The members of the board of directors implement the diversity situation, as shown in Appendix 1. ��At present, the salary and compensation committee and the audit committee are set up in accordance with laws and regulations. In addition, the establishment of corporate governance promotion unit, integrity management promotion unit and corporate social responsibility promotion unit. ��At present, the remuneration committee regularly evaluates the performance of the board of directors every year and serves as a reference for the remuneration committee to use for the remuneration of individual directors and nominate renewal. The company has formulated the board of director’s performance evaluation method and its evaluation method. The 2020 performance evaluation has been	None None

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Evaluation Item	Implementation Status	Implementation Status	Implementation Status	Deviations and Reasons
	Yes	No	Abstract Illustration
��Does the company regularly evaluate the independence of CPAs?	�		completed and submitted to the board of directors on March 22, 2021. ��The financial center of the company regularly reviews the assessment of the independence and competence of certified public accountants once a year. The results were submitted to the audit committee on March 22, 110 for review and approval by the board of directors. (For the accountant's independence assessment form, please refer to this paragraph of this annual report "VI. Replacing Accountant Information (4), Assessment of Accountant's Independence") According to the results of the certified accountants Shu-Lin Liu and Chin- Chuan Shih in Deloitte & Touche, both meet the company’s independence assessment standards, and are qualified to serve as certified public accountants of the company. Deloitte & Touche has issued an independent accountant statement.
��Whether TWSE/TPEx listed companies have deployed appropriate numbers of suitable corporate governance personnel, and designated a chief corporate governance officer responsible for cooperate governance affairs (including but not limited to providing provision of information required for performance of duties by the directors and supervisors, assistance to the directors in complying with laws and regulations, handling of matters relating to board of directors meetings and shareholders meetings in compliance with law, and preparation of minutes of board of directors meetings and shareholders meetings) ?	�		The company’s board of directors approved the establishment of a “corporate governance promotion unit” on May 6, 2020, and appointed it to by the financial center. On April 29, 20210, it was approved by the remuneration committee and approved by the board of directors to appoint Bao-Huei Chen, deputy general manager of the Finance Center. The head of corporate governance is responsible for overall planning and execution, providing information required by directors and audit committees to perform business, handling related matters of the board of directors and shareholders meeting in accordance with the law, handling company registration and change registration, and preparing board of directors and shareholders meeting minutes.	None
5�Does the company establish a communication channel and build a designated section on its website for stakeholders(e.g.,including	�		The company’s website sets up a special area for interested parties for interested parties to contact the company, including: ��Shareholder communication: set up a special section for investors on the	None

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Evaluation Item	Implementation Status	Implementation Status	Implementation Status	Deviations and Reasons
	Yes	No	Abstract Illustration
but not limited to shareholders, employees, customers and suppliers, etc.), as well as handle all the issues they care for in terms of corporate social responsibilities?			company's website, announce annual shareholder meeting information, monthly revenue and financial information, etc., and provide contact information for spokespersons and stock affairs agencies. ��Employee communication: Through the company's internal electronic platform, company policies and information can be publicly and instantly transmitted, and an anonymous "employee feedback area" has been established to listen to the valuable voices and feedback of employees, so that the company has the opportunity to discover problems and resolve them. In addition, a special line for complaints of workplace violence is set up, and labor-management meetings are held on a regular basis. Representatives of both parties face-to- face to discuss and resolve issues at the meetings, and the labor-employment communication channels are implemented smoothly. ��Customer communication: The company's website details product information, latest news and customer contact email [email protected]. In addition, regular agent meetings are held to exchange operating industry information and related opinions. ��Supplier communication: With the vision of sustainable development, the relevant standards and issues of the three major aspects of economy, environment and society are integrated into the sustainable management policy of the company's supply chain. Through the supplier's signing of the corporate social responsibility self-declaration, the integrity management agreement, etc., we will work with the supplier to establish a sustainable supply chain. ��Government and Competent Authority: Participate in seminars, publicity meetings, and briefings organized by the government or competent authority from time to time to update relevant laws and regulations and comply with it, and cooperate with the competent authority for supervision and inspection.

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Evaluation Item	Implementation Status	Implementation Status	Implementation Status	Deviations and Reasons
	Yes	No	Abstract Illustration
			��Community groups: take the initiative to visit from time to time, participate in social welfare activities, or hold charity sales activities.
��Does the company appoint a professional shareholder service agency to deal with shareholder affairs?	�		The company has appointed a professional stock affairs agency-the stock affairs agency department of China Trust Commercial Bank Co., Ltd. to handle the affairs of the shareholders meeting.	None
��Information Disclosure ��Does the company have a corporate website to disclose both financial standings and the status of corporate governance? ��Does the company have other information disclosure channels (e.g. building an English website, appointing designated people to handle information collection and disclosure, creating a spokesman system, webcasting investor conferences)? ��Does the company publish and report its annual financial report within two months after the end of a fiscal year, and publish and report its financial reports for the first, second and third quarters as well as its operating status for each month before the specified deadline?	� �	�	��The company has set up a company website (www.via.com.tw) to regularly disclose and update product information, financial services, corporate governance, and human resources and other related information. ��The company has dedicated personnel responsible for information collection and disclosure, and in accordance with regulations, disclose relevant information in a timely manner at the public information observatory, and declare various financial and business information. It has also released major messages in English at the public information observatory. The company website also sets up the choice of English language to provide foreign investors with relevant company financial, sales and business information. If there is a legal person briefing, the Chinese and English information will be disclosed on the company website. ��The company cooperates with laws and regulations to facilitate investors to obtain sufficient and correct information. The latest annual financial report has not been announced within two months after the end of the fiscal year and the annual financial report has not been announced, but the quarterly financial reports have been 7 days before the required announcement period. The financial report will be announced after the approval of the board of directors.	None
��Is there any other important information to facilitate a better understanding of the company’s corporate	�		The company actively promotes corporate governance. The relevant systems and measures adopted and the implementation status are summarized as follows:	None

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Evaluation Item	Implementation Status	Implementation Status	Implementation Status	Deviations and Reasons
	Yes	No	Abstract Illustration
governance practices (e.g., including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations policies, and purchasing insurance for directors)?			��In terms of employee rights and employee care: The company has always adhered to the business philosophy of "Labor and Management, Harmony between Labor and Management", and in accordance with relevant laws and regulations and the purpose of sharing feedback to employees, we plan and implement various benefits, training and development plans and Retirement system and pension funds are allocated on time, so for several years, employees have a harmonious labor- management relationship under a perfect welfare system, a smooth complaint channel, and a work environment that is motivated and developed. ��Investor relations, supplier relations, and the rights of interested parties: transparent company information, timely and fair disclosure of various financial business information according to laws and regulations, and set up contact windows and e-mails to provide investors, suppliers and interested parties Message and feedback channels. In order to protect the rights and interests of domestic and foreign investors at the same time, the company's website has also set up a corporate governance area in Chinese and English to provide investors with diverse information. ��Directors and supervisors' training status: Directors, supervisors and managers have a good training situation. The training status of the training courses in 2020 is detailed in the attached (table 2). ��Implementation of risk management policies and risk measurement standards: The company has established a complete internal control system, risk management practices, management charter, accounting system, etc. in accordance with relevant laws and regulations, and promoted and implemented the implementation of various policies and hierarchical authorization. The internal audit, the board of directors, and the audit committee supervise checks and balances to reduce and avoid any risks that endanger the company's interests and maintain safety. ��Implementation of customer policies: conduct appropriate risk assessments for customers and suppliers to reduce credit risk, maintain open communication channels with customers, and strictly abide by contracts signed with customers and

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Evaluation Item	Implementation Status	Implementation Status	Implementation Status
	Yes	No	Abstract Illustration
			related regulations to ensure the rights and interests of both parties. ��Circumstances in which the company purchases liability insurance for directors: The company’s directors and managers’ liability insurance has been renewed on June 1, 2020, with an insured amount of US$10,000,000, and the insurance policy was reported to the board of directors on August 6, 2020. The insurance will be renewed on June 1, 2021. ��Information release and implementation of the company’s board of directors and important management: a. The company provides relevant regulatory information that directors need to pay attention to at any time, and the company’s management team also regularly provides directors with business and other related briefings. b. The directors attended the board of directors in good condition. C. The company reported to the board of directors on the results of intellectual property management on March 22, 2021. In 2020, there are 71 invention patents, 11 new patents, and 13 design patents, totaling 95 patents.
��Please explain the improved situation regarding the corporate governance evaluation results issued by the Corporate Governance Center of the Taiwan Stock Exchange Co., Ltd. in the most recent year, and propose priority strengthening items and measures for those who have not yet improved (not included in the evaluated company, no need to fill in): The Company’s 2020 corporate governance appraisal project has improved a lot, resulting in the 2020 corporate governance appraisal results, from the seventh level of 81% to 100% to the fourth level of 36% to 50%.

��Please explain the improved situation regarding the corporate governance evaluation results issued by the Corporate Governance Center of the Taiwan Stock Exchange Co., Ltd. in the most recent year, and propose priority strengthening items and measures for those who have not yet improved (not included in the evaluated company, no need to fill in):

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								Note (1): Wen-Yuen, Ken was appointed as the new independent director on June 19, 2020. Wen-Yuen, Ken (Independent director) Male � � � � �
Ability	Ability to conduct management administration	�	�	�	�	�	�	�
	Ability to lead and make policy decisions	�	�	�	�	�	�	�
	Financial Accounting							�
Experience	Knowledge of the industry	�	�	�		�	�
	Industry experience	�	�	�		�	�
	Financial Accounting							�
	Management administration	�	�	�	�	�	�	�
	Part-time employees of the company	�		�
	Gender	Male	Female	Male	Male	Male	Male	Male
Item Name		Wenchi Chen	Cher Wang	Tzumu Lin	Brian Liu	Paul Hsu ( Independent director )	Ti-Hsiang Wei (Independent director)	Wen-Yuen, Ken (Independent director)

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Status of the Continuing Education of Directors in 2020 |Title|Name|Date of Training|Date of Training|Hours|Host Organization|Course| |---|---|---|---|---|---|---| |||From|To|||| |Chairman|Wenchi

AI assistant

VIA Annual Report 2020

52049_rns_2021-08-03_5e2ab17f-2185-4fdd-98d9-dfbb3b273295.pdf

VIA Technologies, Inc.

2020 Annual Report

Notice to readers

Printed on May 21, 2021

Spokesperson

Deputy Spokesperson

Headquarters, Branches and Plant

Stock Transfer Agent

Auditors

Contents

Part 1. Letter to Shareholders

1�Preface

2�Business Report

(1) Y2020 Business results

(2) Summary of business plan for Y2021

Part 2. Company Profile

1�Date of Incorporation�September 11, 1992

2�Company History

Part 3.Corporate Governance Report

1�Organization

�� Employee Compensation Granted to Management Team

��Implementation of Corporate Governance

4.1.1 Board of Directors

��Implementation status of board performance evaluation

��Audit Committee

AI assistant

VIA — Annual Report 2020

52049_rns_2021-08-03_5e2ab17f-2185-4fdd-98d9-dfbb3b273295.pdf

VIA Technologies, Inc.

2020 Annual Report

Notice to readers

Printed on May 21, 2021

Spokesperson

Deputy Spokesperson

Headquarters, Branches and Plant

Stock Transfer Agent

Auditors

Contents

Part 1. Letter to Shareholders

1�Preface

2�Business Report

(1) Y2020 Business results

(2) Summary of business plan for Y2021

Part 2. Company Profile

1�Date of Incorporation�September 11, 1992

2�Company History

Part 3.Corporate Governance Report

1�Organization

��� Employee Compensation Granted to Management Team

��Implementation of Corporate Governance

4.1.1 Board of Directors

������Implementation status of board performance evaluation

������Audit Committee

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VIA Annual Report 2020

�� Employee Compensation Granted to Management Team

��Implementation status of board performance evaluation

��Audit Committee