XAVi - AGM Information 2024 | FinancialReports.eu

Stock Code: 3447

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XAVi Technologies Corporation

2024 Annual General Meeting

Meeting Handbook

Method: Physical shareholders meeting Time and Date: 09:00 a.m., May 28: 2024 Venue: No. 69, Sec.2, Guangfu Rd., Sanchong Dist., New Taipei City

XAVi Technologies Corporation Table of Contents

Page
I. Meeting Procedures.................................................................................................................... 1
II. Meeting Agenda.......................................................................................................................... 2
1. Management Presentation
(1) 2023 Operation Results ................................................................................................ 3
(2) The Audit Committee’s Review Report on 2023 Financial Statements ...................... 3
(3) Report on the amendments to the “Rules of Procedure for Board Meetings” of
the Company ................................................................................................................ 3
(4) Other Reporting matters ............................................................................................... 3
2. Acknowledgement Items
(1) Recognition of the Company’s 2023 Business Report, Financial Statements and Loss
Appropriation ............................................................................................................... 3
3. Election Items
(1) Election of the 11thBoard of Directors ........................................................................ 4
4. Other Resolutions
(1) Proposal to release non-compete clause for newly appointed directors and their
representatives. .............................................................................................................. 4
5. Questions and Motions
III.Attachments
1. Business Report ..................................................................................................................... 5
2. The Audit Committee’S Review Report ............................................................................... 9
3. Audit Report by Certified Public Accountants and 2023 Consolidated Financial Reports .. 10
※ For the complete financial statements, please visit MOPS (Website:
http://mops.twse.com.tw), select "Financial Statements" under "E-books" under
"Basic Data", and Enter search criteria
4. Comparison Table for the original articles and amendments of “Rules of Procedure for
Board Meetings” ................................................................................................................. 37
5. The full text of the amended “Rules of Procedure for Board Meetings” ............................ 39
6. 2023 Loss Appropriation Table ........................................................................................... 45
7. Candidate list of Directors and Independent Directors ....................................................... 46
8. Statement of New Director and its representative who have concurrent posts in
other enterprises .................................................................................................................. 48
IV. Appendix
1. Full text of the “Rules of Procedure for Shareholders Meetings” ...................................... 49
2. Full text of the “Company’s Articles of Incorporation” ...................................................... 60
3. Full text of the “Procedures for Election of Directors” ...................................................... 67
4. Shareholding of Directors ................................................................................................... 70

XAVi Technologies Corporation

Procedure for the 2024 Annual Meeting of Shareholders

I. Report Equity Shares in Attendance
II. Call the Meeting to Order (call when the number of shares attended reaches statuary number of shares)
III. Chairperson Remarks
IV. Management Presentations
V. Acknowledgement Items
VI. Election Items
VII. Other Resolutions

VIII. Questions and Motions

IX. Adjournment

XAVi Technologies Corporation Agenda of the 2024 Annual General Meeting of Shareholders

Date: 9:00 a.m., May 28, 2024

Address: No. 69, Sec. 2, Guangfu Rd., Sanchong Dist., New Taipei City (The Company’s meeting room)

Method: Physical shareholders meeting

Report Equity Shares in Attendance

Chairperson Calls the Meeting to Order

Chairperson Remarks

Management Presentations:

(1) 2023 Operation Results
(2) The Audit Committee’s Review Report on 2023 Financial Statements
(3) Report on the amendments to the “Rules of Procedure for Board Meetings” of the Company
(4) Other Reporting matters.

Acknowledgement items

(1) Recognition of the Company’s 2023 Business Report, Financial Statements and Loss Appropriation.

Election items

(1) Election of the 11[th] Board of Directors.

Other Resolutions

(1) Proposal to release non-compete clause for newly appointed directors and their representatives.

Questions and Motions

Adjournment

Report Items

1. 2023 Operation Results.

Description: For the 2023 Business Report, please refer to Attachment 1 on pages 5-8 of the Meeting Handbook.

2. The Audit Committee’s Review Report on the 2023 Financial Statements.

Description: For the Audit Committee’s review report, please refer to Attachment 2 on page 9 of the Meeting Handbook.

3. Report on the amendments to the “Rules of Procedure for Board Meetings” of the Company. Description:

  - (1) In accordance with the amendments to the “Regulations Governing Procedure for Board of Directors Meetings of Public Companies” and operational requirements, the amendments to the “Rules of Procedure for Board of Directors Meetings” were approved at the 13th meeting of the 10th Board of Directors on March 11, 2024. For the comparison of the amended clauses, please refer to Attachment 4 on page 37-38 of the Meeting Handbook.

  - (2) Please refer to Attachment 5 on page 39-44 of the Meeting Handbook for the revised provisions above.

4. Other Reporting matters

N/A.

Acknowledgement Items

Item 1: Recognition of the Company’s 2023 Business Report, Financial Statements and Loss Appropriation. (Proposed by the Board)

Description:

(1) The Company's 2023 Business Report, Consolidated Financial Statements, Individual Financial Statements, and Loss Appropriation were approved by the 13[th] meeting of the 10 th Board of Directors on March 11, 2024, and the Audit Committee issued a review report for recognition in accordance with the law.
(2) The above consolidated and individual financial statements were audited and certified by CPA Hua-Ling Liang and CPA Fu-Ming Liao of PwC Taiwan on March 11, 2024, and the content was consistent with the resolution of the Board of Directors.
(3) For the 2023 Business Report, please refer to Attachment 1 on pages 5-8 of the Meeting Handbook, for the accountant's audit report, consolidated financial report and individual financial report, please refer to Attachment 3 on pages 10-36 of the Meeting Handbook, and for the loss appropriation statement, please refer to Attachment 6 on pages 45 of the Meeting Handbook.
(4) Please proceed to adopt.

Resolution:

Election Items

Item 1: Election of the 11[th] Board of Directors. (Proposed by the Board)

Description:

(1) The term of the original Directors of the Company will be expired. Therefore, a re-election is required in accordance with the law.
(2) According to Article 17 of the Company’s Article of Incorporation and the resolution of the 13[ th] meeting of the 10[ th] Board of Directors on March 11, 2024, six directors (including three independent directors) shall be elected to serve a 3-years term starting from 28 May 2024 to 27 May 2027.
(3) The Company adopts a candidate nomination system for the election of directors. Shareholders shall elect directors and independent directors from the list of candidates for directors and independent directors. For their education, experience, number of shares held, reasons for continuously serving as independent directors for the third term, and other relevant information, please refer to Attachment 7 on page 46-47 of the Meeting Handbook.

Election results:

Other Resolutions

Item 1: Proposal to release non-compete clause for newly appointed directors and their representatives.

Description:

(1) Since the Company's directors and their legal representatives may invest in or operate other companies with the same or similar business scope as the Company.To assist the Company in expanding business, this proposal is made to the Shareholders’ meeting under Article 209 of the Company Act and to release the non-compete clause for newly appointed directors and their representatives that the Company’s interests is not compromised.
(2) Please refer to Attachment 8 on page 48 of the Meeting Handbook for the list of new directors and their representatives concurrently holding other corporate positions.
(3) Please proceed to adopt.

Resolution:

Questions and Motions

Adjournment

Attachment 1

XAVi Technologies Corporation

2023 Business Report

1. 2023 performance

(1) 2023 Business Plan Implementation Results

The Company's consolidated revenue in 2023 was NT$ 2,868,678 thousands, a 52% decrease from 2022; The net loss after tax was NT$66,060 thousands and NT $-0.86 for EPS, respectively. In 2023, due to the high inventory level of customers and weak demand, revenue and profit declined. The Company continues to develop high-quality customers, develop new product lines, reduce costs, and strive to improve production efficiency to set up the foundation for future growth.

(2) Financial Highlights and Profitability Analysis
Financial Highlights

Units: NTD thousands

Items	2023	2022	Increase (decrease) amount	Increase (decrease) ratio
Consolidated revenue	2,868,678	6,006,058	(3,137,380)	(52.24%)
Operating income	(90,367)	287,168	(377,535)	(131.5%)
Net income	(66,060)	260,831	(326,891)	(125.3%)
Total assets, ending balance	2,551,206	3,985,122	(1,433,916)	(35.98%)
Total shareholders' equity,endingbalance	1,089,434	1,327,768	(238,334)	(17.95%)

2. Profitability Analysis

2. ProfitabilityAnalysis
Items	2023	2022	Increase (decrease) ratio
Return on assets(%)	(1.74%)	7.89%	(122.1%)
Return on shareholders' equity (%)	(5.47%)	23.46%	(123.3%)
Pre-tax income as a percentage of share capital at ending balance (%)	(5.85%)	38.56%	(115.2%)
Operating profit margin(%)	(3.15%)	4.78%	(165.9%)
Net margin(%)	(2.30%)	4.34%	(153.0%)
Earningsper share after tax	(NT $0.86)	NT $3.73	(123.1%)

(3) Research and development

In 2023, the Company invested NT $143,293 thousands in research and development to implement the Company's product development differentiation strategy. In view of the new specifications in the network communication market, the Company continues to launch Wifi 7 and FWA-related application products, and has successfully developed and possessed the design and integration capabilities of fiber broadband communication, wireless local area network, digital voice, digital image, smart home, and other hardware

Attachment 1

and software institutions to meet market needs.

2. Summary of Business Plan for 2024

(1) 2024 Business Target and Business Outlook

In 2024, in addition to continuously reduce costs, implement automation to improve production efficiency and maintain stable growth, the Company will continue to expand product lines and increase the proportion of niche broadband product sales; In response to the new demand for ultra-high-speed optical network communication and other broadband communication applications, we will continue to develop ultra-high-speed fibre terminal equipment, FWA and Wifi 7 application products, smart home products, IPTV STB, etc. to meet the diversified needs of customers. This year, the scale of the Thailand plant will be expanded to diversify production risks and introduce more diversified customers.

(2) Business strategies

The Company adheres to the provision of the most satisfactory services to customers, continues to create the growth of the Company's turnover and profit, and continues to develop high value-added and customised products to increase the Company's profit to reward shareholders and employees.

The operating strategies for the Company's products, production, marketing, research and development, human resources and finance are described as follows:

Products:
(1) Develop new products that meet market demand, and actively develop new products such as broadband communication, digital audio and video, Wifi 7 and FWA applications, smart home and Internet of Things to expand market share.
(2) Keep abreast of product trends and continue to develop high value-added products to increase the Company’s profits.
Production:
(1) Invest in automation equipment for the production of products to reduce manpower and improve overall productivity.
(2) Improve production efficiency and strictly control product quality.
(3) Strengthen the delivery, preparation and production flexibility to quickly respond to customer needs.
(4) Develop new manufacturing processes to improve production efficiency.
Marketing:
(1) Integrate various product functions to meet the overall needs of customers and create maximum benefits with the lowest marketing resources.
(2) Increase the proportion of revenue from high value-added products and improve profitability through the change of product portfolio.
(3) Strengthen the development of new customers for broadband communication, digital audio and video, Wifi 7 and FWA applications, and smart home to achieve the goal of economic scale.
(4) Control the quality of accounts receivable customers.
Research and development:
(1) Cooperate with internationally renowned software and hardware suppliers to jointly
6 -

Attachment 1

develop innovative products with patent value.

(2) Continuously conduct product VA/VE (value analysis/value engineering) and improve product design to improve product performance and reduce product production costs.
(3) Recruit talented professionals, enhance overall R&D capabilities and efficiency, and establish technological advantages.
Human resources:
(1) Improving the revenue and profit generated by each employee of the Company.
(2) Understand the development trend of human resources and related policies of governments in various countries, and develop countermeasures to seek the maximum mutual benefits of labour and management.
(3) Deepen and internationalise on-the-job education, provide employees with education and training courses for professional knowledge in various fields, and cultivate professional and international employees.
(4) Taking care of employees as the starting point and reserving management talents through the talent retention system.

6. Finance:

  - (1) Strictly control the management of unit budget, accounts receivable collection status, inventory and cash turnover days, etc.

  - (2) Adjust and control foreign currency assets and liabilities, and conduct hedging operations according to the exchange rate situation.

  - (3) According to the tax laws and regulations of each country, make the most appropriate tax planning for the Company and its subsidiaries.

(3) Important Production and Marketing Policies
Continue to strengthen subsequent product research and development to meet the diversified needs of customers and increase added value. Strengthen the support and services of existing customers, and actively develop new product lines to assist customers with high growth.
Establish a raw material procurement system, seek cooperation with excellent manufacturers, and effectively reduce product costs, improve the overall raw material delivery efficiency and reduce inventory.
Focus on becoming a professional manufacturer in the global optical fibre network communication, IPTV STB, smart home and video industry.
Regularly review the rising raw material prices, labour costs, and exchange rate changes, and reasonably reflect the price according to the consumer market conditions.
Integrate and strengthen the functions of the computer system management information of the Company and its subsidiaries, and provide the management with effective information in real time for decision-making use.
7 -

Attachment 1

3. The future development strategy of the Company, the impact of the external competitive

environment, regulatory environment and overall business environment:

These subjects are covered in the 2024 Business Plan summary. In addition, the Company's operations are operated in accordance with laws and relevant regulations, and there have been no changes in regulations that have affected the Company's operations.

Finally, wish you all

Good health and all the best

Chairman: Roger Lu

CEO: Tony Chen CFO: Ted Lin

Attachment 2

XAVi Technologies Corporation

Audit Committee’s Review Report

We hereby confirm

The Board of Directors prepared the Company's 2023 Business Report, Financial Statements, and Loss Appropriation; The financial statements were audited by PwC Taiwan, which was appointed by the Board of Directors, and an audit report was issued.

The aforementioned business report, financial statements, and loss appropriation proposal have been reviewed by the Audit Committee and it has been found to be in compliance with relevant laws and regulations. We hereby submit the report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

To:

Shareholders Annual General Meeting of Year 2024 XAVi Technologies Corporation

Audit Committee Convener: Kuo, Tsung-Ming

March 11, 2024

Attachment 3

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Shareholders of Xavi Technologies Co., Ltd.

Opinion

We have audited the accompanying consolidated balance sheets of Xavi Technologies Co., Ltd. and its subsidiaries (the “Group”) as at December 31, 2023 and 2022, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations that came into effect as endorsed by the Financial Supervisory Commission.

10 -

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Group’s 2023 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Group’s 2023 consolidated financial statements are stated as follows:

Valuation of inventory

Description

Refer to Notes 4(11), 5 and 6(4) for the description of accounting policy, critical accounting estimates, uncertainty of assumptions and loss on inventory valuation.

11 -

The Group’s main inventories are digital audio and video products, broadband communication products, wireless products and artificial intelligence IoT products. The production replacement speed continues to accelerate under the increasingly shorter technology innovation cycle in the network communication product market, and the selling prices fluctuate because of changes in supplies from upstream suppliers and market competition. As a result, the carrying amount of inventories may exceed their net realisable value. Given that the Group’s measurement of net realisable value for inventories that were damaged from ordinary use, obsolete or without market sales value involves management’s subjective judgement, the valuation of inventories has been identified as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

Assessed whether the Group’s accounting policies comply with the relevant standards and the reasonableness of management’s evaluation process, including the determination of net realisable value of inventories, sales expenses and obsolete inventories. Checked whether the provision policies were consistently adopted in the reporting periods.
Obtained the net realisable value statement of inventories to confirm whether the calculation logic was adopted consistently, and tested the data sources of selected samples which includes inventory price or purchase price to verify whether the net realisable value used by the management was in compliance with its policies, and recalculated the accuracy of allowance for inventory valuation losses.
12 -

Recognition of sales revenue

Description

Refer to Notes 4(27) and 6(14) of the consolidated financial statements for the accounting policy and disclosures in relation to the revenue recognition.

The Group is primarily engaged in the sales of network communication products and its maintenance and repair services. Given that the sales revenue recognition of major customers could have a significant impact on the financial statements, and sales revenue has a high level of inherent risk, the recognition of sales revenue transactions from top ten customers has been identified as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

Obtained an understanding of the basic information of the top ten customers to assess the existence of those customers.
Obtained an understanding and assessed the internal control procedures for top ten customers and verified the effectiveness of internal controls over revenue recognition, including testing the credit granting procedure and selecting samples to verify sales orders and delivery notes to ascertain the validity of sales revenue transactions.
Performed substantive tests by selecting samples of sales revenue transactions and verified the transactions against supporting documents to ascertain the validity of sales transactions. Also, checked whether there were any unusual collections and sales returns and discounts after the balance sheet date.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial statements of Xavi Technologies Co., Ltd. as at and for the years ended December 31, 2023 and 2022.

13 -

Responsibilities of management and those charged with governance for the consolidated financial statements

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

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

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

Auditors’ responsibilities for the audit of the consolidated financial statements

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

14 -

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

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
15 -
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

16 -

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

Liang, Hua-Ling Liao, Fu-Ming For and on Behalf of PricewaterhouseCoopers, Taiwan March 11, 2024

The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

17 -

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Assets	December 31, 2023 AMOUNT % `$` `759,594` `30` `43,303` `2` `-` `-` `311,433` `12` `16,318` `1` `209,669` `8` `-` `-` `810,114` `32` `84,560` `3` `3,233` `-` `2,238,224` `88` `5,460` `-` `249,870` `10` `36,590` `1` `2,011` `-` `12,656` `1` `6,395` `-` `312,982` `12` `$` `2,551,206` `100`	December 31, 2022	December 31, 2022
	AMOUNT `$` `759,594` `43,303` `-` `311,433` `16,318` `209,669` `-` `810,114` `84,560` `3,233` `2,238,224` `5,460` `249,870` `36,590` `2,011` `12,656` `6,395` `312,982` `$` `2,551,206`	AMOUNT `$` `219,692` `86,850` `108` `1,454,382` `16,323` `211,606` `17` `1,572,827` `73,172` `17,310` `3,652,287` `7,800` `273,014` `31,181` `3,476` `11,230` `6,134` `332,835` `$` `3,985,122`	%
Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable - related parties 1200 Other receivables 1210 Other receivables - related parties 130X Inventories 1410 Prepayments 1470 Other current assets 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit or loss - non-current 1600 Property, plant and equipment, net 1755 Right-of-use assets 1780 Intangible assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets			`6` `2` `-` `37` `-` `5` `-` `40` `2` `-`
			`92`
			`-` `7` `1` `-` `-` `-`
			`8`
			`100`

(Continued)

18 -

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December 31, 2023
December 31, 2022
Notes
AMOUNT
%
AMOUNT
%
6(7)
$
432,000
17
$
580,000
15
6(2)
10,431
1
14,642
1
6(14)
133,383
5
253,085
6
2,587
-
8,581
-
382,705
15
1,241,813
31
7
2,698
-
8,831
-
6(8)
388,740
15
463,926
12
7
30,115
1
11,633
-
37,225
2
35,846
1
7
21,568
1
18,832
1
4,798
-
7,231
-
1,446,250
57
2,644,420
67
6(20)
253
-
253
-
7
15,269
-
12,681
-
15,522
-
12,934
-
1,461,772
57
2,657,354
67
6(11)
769,956
30
768,196
19
778
-
-
-
6(12)
184,807
8
182,925
4
6(13)
58,298
2
31,991
1
32,474
1
75,872
2
75,993
3
301,258
8
(
32,872) (
1) (
32,474) (
1 )
1,089,434
43
1,327,768
33
1,089,434
43
1,327,768
33
9
11
$
2,551,206
100
$
3,985,122
100

Current liabilities
2100
Short-term borrowings
2120
Financial liabilities at fair value
through profit or loss - current
2130
Contract liabilities - current
2150
Notes payable
2170
Accounts payable
2180
Accounts payable - related parties
2200
Other payables
2220
Other payables - related parties
2230
Income tax liabilities
2280
Lease liabilities - current
2300
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2570
Deferred tax liabilities
2580
Non-current lease liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Common stock
3140
Advance receipts for share capital
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
31XX
Equity attributable to owners of
the parent
3XXX
Total equity
Significant contingent liabilities and
unrecognised contract commitments
Significant events after the balance
sheet date
3X2X
Total liabilities and equity

Liabilities and Equity	December 31, 2023 December 31, 2022 Notes AMOUNT % AMOUNT % 6(7) `$` `432,000` `17` `$` `580,000` `15` 6(2) `10,431` `1` `14,642` `1` 6(14) `133,383` `5` `253,085` `6` `2,587` `-` `8,581` `-` `382,705` `15` `1,241,813` `31` 7 `2,698` `-` `8,831` `-` 6(8) `388,740` `15` `463,926` `12` 7 `30,115` `1` `11,633` `-` `37,225` `2` `35,846` `1` 7 `21,568` `1` `18,832` `1` `4,798` `-` `7,231` `-` `1,446,250` `57` `2,644,420` `67` 6(20) `253` `-` `253` `-` 7 `15,269` `-` `12,681` `-` `15,522` `-` `12,934` `-` `1,461,772` `57` `2,657,354` `67` 6(11) `769,956` `30` `768,196` `19` `778` `-` `-` `-` 6(12) `184,807` `8` `182,925` `4` 6(13) `58,298` `2` `31,991` `1` `32,474` `1` `75,872` `2` `75,993` `3` `301,258` `8` `(` `32,872) (` `1) (` `32,474) (` `1 )` `1,089,434` `43` `1,327,768` `33` `1,089,434` `43` `1,327,768` `33` 9 11 `$` `2,551,206` `100` `$` `3,985,122` `100`
Current liabilities 2100 Short-term borrowings 2120 Financial liabilities at fair value through profit or loss - current 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2220 Other payables - related parties 2230 Income tax liabilities 2280 Lease liabilities - current 2300 Other current liabilities 21XX Total current liabilities Non-current liabilities 2570 Deferred tax liabilities 2580 Non-current lease liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Common stock 3140 Advance receipts for share capital Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 31XX Equity attributable to owners of the parent 3XXX Total equity Significant contingent liabilities and unrecognised contract commitments Significant events after the balance sheet date 3X2X Total liabilities and equity

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

19 -

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars, except for (loss) earnings per share amounts)

Items Year ended December 31
2023
2022
Notes
AMOUNT
%
AMOUNT
%
6(14) and 7
$
2,868,678
100
$
6,006,058
100
6(4)(18)(19) and
7
(
2,638,896) (
92) (
5,296,997) (
88)
229,782
8
709,061
12
6(18)(19) and 7
(
70,979) (
2) (
112,933) (
2)
(
100,043) (
4) (
145,680) (
2)
(
143,293) (
5) (
165,423) (
3)
12(2)
(
5,834)
-
2,143
-
(
320,149) (
11) (
421,893) (
7)
(
90,367) (
3)
287,168
5
6(15)
17,546
1
4,111
-
6(16) and 7
8,933
-
5,443
-
6(17)
30,205
1
19,344
-
7
(
11,386)
- (
19,869)
-
45,298
2
9,029
-
(
45,069) (
1)
296,197
5
6(20)
(
20,991) (
1) (
35,366) (
1)
($
66,060) (
2) $
260,831
4
6(9)
$
389
-
$
2,240
-
(
398)
-
43,398
1
($
9)
-
$
45,638
1
($
66,069) (
2) $
306,469
5
($
66,060) (
2) $
260,831
4
($
66,069) (
2) $
306,469
5
6(21)
($
0.86) $
3.73
($
0.86) $
3.65

4000
Sales revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative
expenses
6300
Research and development
expenses
6450
Expected credit (loss) gain
6000
Total operating expenses
6900
Operating (loss) profit
Non-operating income and
expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7000
Total non-operating income
and expenses
7900
(Loss) profit before income tax
7950
Income tax expense
8200
(Loss) profit for the year
Other comprehensive income
Components of other
comprehensive income that will
not be reclassified to profit or
loss
8311
Actuarial gain on defined benefit
plan
Components of other
comprehensive income that will
be reclassified to profit or loss
8361
Financial statements translation
differences of foreign operations
8300
Total other comprehensive
(loss) incomefor the year
8500
Total comprehensive (loss)
income for the year
(Loss) profit attributable to:
8610
Owners of the parent
Comprehensive (loss) income
attributable to:
8710
Owners of the parent
(Loss) earnings per share (in NTD
dollars)
9750
Basic (loss) earnings per share
9850
Diluted (loss) earnings per share

Items	Year ended December 31 2023 2022 Notes AMOUNT % AMOUNT % 6(14) and 7 `$` `2,868,678` `100` `$` `6,006,058` `100` 6(4)(18)(19) and 7 `(` `2,638,896) (` `92) (` `5,296,997) (` `88)` `229,782` `8` `709,061` `12` 6(18)(19) and 7 `(` `70,979) (` `2) (` `112,933) (` `2)` `(` `100,043) (` `4) (` `145,680) (` `2)` `(` `143,293) (` `5) (` `165,423) (` `3)` 12(2) `(` `5,834)` `-` `2,143` `-` `(` `320,149) (` `11) (` `421,893) (` `7)` `(` `90,367) (` `3)` `287,168` `5` 6(15) `17,546` `1` `4,111` `-` 6(16) and 7 `8,933` `-` `5,443` `-` 6(17) `30,205` `1` `19,344` `-` 7 `(` `11,386)` `- (` `19,869)` `-` `45,298` `2` `9,029` `-` `(` `45,069) (` `1)` `296,197` `5` 6(20) `(` `20,991) (` `1) (` `35,366) (` `1)` `($` `66,060) (` `2) $` `260,831` `4` 6(9) `$` `389` `-` `$` `2,240` `-` `(` `398)` `-` `43,398` `1` `($` `9)` `-` `$` `45,638` `1` `($` `66,069) (` `2) $` `306,469` `5` `($` `66,060) (` `2) $` `260,831` `4` `($` `66,069) (` `2) $` `306,469` `5` 6(21) `($` `0.86) $` `3.73` `($` `0.86) $` `3.65`
4000 Sales revenue 5000 Operating costs 5900 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit (loss) gain 6000 Total operating expenses 6900 Operating (loss) profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7000 Total non-operating income and expenses 7900 (Loss) profit before income tax 7950 Income tax expense 8200 (Loss) profit for the year Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8311 Actuarial gain on defined benefit plan Components of other comprehensive income that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8300 Total other comprehensive (loss) incomefor the year 8500 Total comprehensive (loss) income for the year (Loss) profit attributable to: 8610 Owners of the parent Comprehensive (loss) income attributable to: 8710 Owners of the parent (Loss) earnings per share (in NTD dollars) 9750 Basic (loss) earnings per share 9850 Diluted (loss) earnings per share

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

20 -

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Notes				Equity attributable to owners of the parent	Equity attributable to owners of the parent	Equity attributable to owners of the parent	Equity attributable to owners of the parent
	Capital			Capital surplus			Retained Earnings			Financial statements translation differences of foreign operations
	Common stock	Advance receipts for share capital			Legal reserve		Special reserve		Unappropriated retained earnings
6(9) 6(13) 6(11) 6(10) 6(9) 6(13) 6(10) 6(11)	`$` `695,466` `-` `-` `-` `-` `-` `-` `72,730` `-` `$` `768,196` `$` `768,196` `-` `-` `-` `-` `-` `-` `-` `1,760` `$` `769,956`		`$` `-` `-` `-` `-` `-` `-` `-` `-` `-` `$` `-` `$` `-` `-` `-` `-` `-` `-` `-` `-` `778` `$` `778`	`$` `25,740` `-` `-` `-` `-` `-` `-` `147,739` `9,446` `$` `182,925` `$` `182,925` `-` `-` `-` `-` `-` `-` `1,284` `598` `$` `184,807`	`$` `17,176` `-` `-` `-` `14,815` `-` `-` `-` `-` `$` `31,991` `$` `31,991` `-` `-` `-` `26,307` `-` `-` `-` `-` `$` `58,298`	`$` `60,795` `-` `-` `-` `-` `15,077` `-` `-` `-` `$` `75,872` `$` `75,872` `-` `-` `-` `-` `(` `43,398 )` `-` `-` `-` `$` `32,474`		`$` `172,399` `260,831` `2,240` `263,071` `(` `14,815` `)` `(` `15,077` `)` `(` `104,320` `)` `-` `-` `$` `301,258` `$` `301,258` `(` `66,060` `)` `389` `(` `65,671` `)` `(` `26,307` `)` `43,398` `(` `176,685` `)` `-` `-` `$` `75,993`		`($` `75,872 )` `-` `43,398` `43,398` `-` `-` `-` `-` `-` `($` `32,474 )` `($` `32,474 )` `-` `(` `398 )` `(` `398 )` `-` `-` `-` `-` `-` `($` `32,872 )`	`$` `895,704` `260,831` `45,638` `306,469` `-` `-` `(` `104,320` `)` `220,469` `9,446` `$` `1,327,768` `$` `1,327,768` `(` `66,060` `)` `(` `9` `)` `(` `66,069` `)` `-` `-` `(` `176,685` `)` `1,284` `3,136` `$` `1,089,434`

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

21 -

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
(Loss) profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation

Amortization

Expected credit loss (gain)

Net (gain) loss on financial assets and liabilities at fair
value - others

Net gain on financial assets and liabilities at fair value
- derivative

Share-based payments

Interest income

Interest expense
Dividend income

Gain on disposal of property, plant and equipment

Changes in operating assets and liabilities
Changes in operating assets
Financial assets and liabilities at fair value through
profit or loss - derivative instruments
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivables
Other receivables - related parties
Inventories
Prepayments
Other current assets
Changes in operating liabilities
Contract liabilities - current
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Other current liabilities
Net defined benefit liability
Cash inflow (outflow) generated from operations
Interest received
Dividends received
Interest paid
Income tax paid
Net cash flows from (used in) operating activities YearendedDecember 31
Notes
2023
2022
($
45,069 ) $
296,197
6(5)(6)(18)
92,252
88,700
6(18)
2,766
2,756
12(2)
5,834 (
2,143 )
6(2)(17)
(
17,973 )
7,415
6(2)(17)
(
6,683 ) (
42,019 )
6(10)
1,284
9,446
6(15)
(
17,546 ) (
4,111 )
11,386
19,869
6(16)
(
438 ) (
3,115 )
6(17)
(
124 ) (
512 )
3,398
54,238
107 (
108 )
1,137,115 (
643,930 )
20 (
14,163 )
3,568 (
193,169 )
17
31,482
761,926 (
10,801 )
(
11,806 )
24,131
13,964 (
5,169 )
(
119,699 )
217,522
(
5,924 ) (
3,188 )
(
854,955 ) (
216,021 )
(
6,191 ) (
138,027 )
(
73,694 )
141,873
18,845
1,002
(
2,433 ) (
19,997 )
(
55 ) (
16 )
889,892 (
401,858 )
17,546
4,111
438
3,115
(
11,900 ) (
19,099 )
(
19,390 ) (
38,866 )
876,586 (
452,597 )

(Continued)

22 -

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets and liabilities at fair value
through profit or loss - others
Proceeds from disposal of financial assets and liabilities at
fair value through profit or loss - others
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Decrease (increase) in refundable deposits
Decrease (increase) in other non-current assets
Net cash flows from (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term borrowings

Repayment of lease liabilities

Cash dividends paid

Cash capital increase

Exercise of employee share options
Net cash flows (used in) from financing activities
Effect of exchange rate changes
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year YearendedDecember 31
Notes
2023
2022
($
3 ) ($
2,199 )
62,937
3,029
(
53,275 ) (
127,880 )
3,994
5,850
(
1,306 ) (
2,808 )
96 (
30 )
83 (
2,168 )
12,526 (
126,206 )
6(22)
(
148,000 )
490,000
6(22)
(
21,496 ) (
20,760 )
6(13)
(
176,685 ) (
104,320 )
6(11)
-
220,469
3,136
-
(
343,045 )
585,389
(
6,165 )
1,066
539,902
7,652
6(1)
219,692
212,040
6(1)
$
759,594 $
219,692

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

23 -

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of XAVi Technologies Co., Ltd.

Opinion

We have audited the accompanying parent company only balance sheets of XAVi Technologies Co., Ltd. (the “Company”) as at December 31, 2023 and 2022, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of material accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

24 -

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company’s 2023 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Company’s 2023 parent company only financial statements are stated as follows:

`－` Investments accounted for under equity method Valuation of inventory

Description

Refer to Notes 4(11), 5 and 6(4) in the consolidated financial statements for the investments accounted for using the equity method of the Company, XAVi Technology (Suzhou) Co., Ltd. and Xavi Technologies (Thailand) Co., Ltd., the investees’ accounting policies and uncertainty of accounting estimates for recognizing valuation of inventories and the investees’ details of loss on inventory valuation, respectively.

The main inventories of the Company’s subsidiaries are digital audio and video products, broadband communication products, wireless products and artificial intelligence IoT products. The production replacement speed continues to accelerate under the increasingly shorter technology innovation cycle in the network communication product market, and the selling prices fluctuate because of changes in supplies from upstream suppliers and market competition. As a result, the carrying amount of inventories may exceed their net realizable value. Given that the Company’s measurement of net realizable value for inventories that were damaged from ordinary use, obsolete or without market sales value involves management’s subjective judgement, the valuation of inventories has been identified as a key audit matter.

25 -

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

Assessed whether the Company’s accounting policies comply with the relevant standards and the reasonableness of management’s evaluation process, including the determination of net realisable value of inventories, sales expenses and obsolete inventories. Checked whether the provision policy were consistently adopted in the reporting periods.
Obtained net realisable value statement of inventories to confirm whether the calculation logic was adopted consistently, and tested the data sources of selected samples which includes inventory price or purchase prices to verify whether the net realisable value used by the management was in compliance with its policies, and recalculated the accuracy of allowance for inventory valuation losses.

Recognition of sales revenue

Description

Refer to Notes 4(26) and 6(15) of the parent company only financial statements for the accounting policy and disclosures in relation to the revenue recognition.

The Company is primarily engaged in the sales of network communication products and its maintenance and repair services. Given that the sales revenue recognition of major customers could have a significant impact on the financial statements, and sales revenue has a high level of inherent risk, the recognition of sales revenue transactions from top ten customers has been identified as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

Obtained an understanding of the basic information of the top ten customers to assess the existence of those customers.
26 -
Obtained an understanding and assessed the internal control procedures for top ten customers and verified the effectiveness of internal controls over revenue recognition, including testing the credit granting procedure and selecting samples to verify sales orders and delivery notes to ascertain the validity of sales revenue transactions.
Performed substantive tests by selecting samples of sales revenue transactions and verified the transactions against supporting documents to ascertain the validity of sales transactions. Also, checked whether there were any unusual collections and sales returns and discounts after the balance sheet date.

Responsibilities of management and those charged with governance for the parent company only financial statements

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

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

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

27 -

Auditors’ responsibilities for the audit of the parent company only financial statements

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

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

Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
28 -
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

29 -

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

Liang, Hua-Ling Liao, Fu-Ming For and on Behalf of PricewaterhouseCoopers, Taiwan March 11, 2024

The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

30 -

XAVI TECHNOLOGIES CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Assets	December 31, 2023 AMOUNT % `$` `618,363` `25` `43,303` `2` `311,433` `13` `129` `-` `9,173` `-` `186,482` `8` `63,877` `3` `549,596` `22` `1,782,356` `73` `5,460` `-` `610,499` `25` `7,258` `-` `23,991` `1` `1,308` `-` `12,656` `1` `5,800` `-` `666,972` `27` `$` `2,449,328` `100`	December 31, 2022	December 31, 2022
	AMOUNT `$` `618,363` `43,303` `311,433` `129` `9,173` `186,482` `63,877` `549,596` `1,782,356` `5,460` `610,499` `7,258` `23,991` `1,308` `12,656` `5,800` `666,972` `$` `2,449,328`	AMOUNT `$` `132,731` `86,850` `1,454,382` `4,185` `16,064` `153,664` `194,749` `199,194` `2,241,819` `7,800` `704,861` `11,972` `6,189` `1,134` `11,230` `5,340` `748,526` `$` `2,990,345`	%
Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1170 Accounts receivable, net 1180 Accounts receivable - related parties 1200 Other receivables 1210 Other receivables - related parties 130X Inventories 1410 Prepayments 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit or loss - non-current 1550 Investments accounted for under equity method 1600 Property, plant and equipment, net 1755 Right-of-use assets 1780 Intangible assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets			`4` `3` `49` `-` `1` `5` `6` `7`
			`75`
			`-` `24` `1` `-` `-` `-` `-`
			`25`
			`100`

(Continued)

31 -

XAVI TECHNOLOGIES CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December 31, 2023
December 31, 2022
Notes
AMOUNT
%
AMOUNT
%
6(8)
$
432,000
18
$
580,000
19
6(2)
10,431
-
14,642
1
6(15)
133,309
6
252,512
8
6(9)
413,163
17
464,821
16
7
324,809
13
316,099
11
17,810
1
21,961
1
7
8,781
-
6,277
-
4,069
-
6,012
-
1,344,372
55
1,662,324
56
6(21)
253
-
253
-
7
15,269
1
-
-
15,522
1
253
-
1,359,894
56
1,662,577
56
6(12)
769,956
31
768,196
26
778
-
-
-
6(13)
184,807
8
182,925
6
6(14)
58,298
2
31,991
1
32,474
1
75,872
2
75,993
3
301,258
10
(
32,872) (
1) (
32,474) (
1 )
1,089,434
44
1,327,768
44
9
11
$
2,449,328
100
$
2,990,345
100

Current liabilities
2100
Short-term borrowings
2120
Financial liabilities at fair value
through profit or loss - current
2130
Contract liabilities - current
2200
Other payables
2220
Other payables - related parties
2230
Income tax liabilities - current
2280
Lease liabilities - current
2300
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2570
Deferred tax liabilities
2580
Lease liabilities - non-current
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Common stock
3140
Advance receipts for share capital
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
3400
Other equity interest
3XXX
Total equity
Significant contingent liabilities and
unrecognised contract commitments
Significant events after the balance
sheet date
3X2X
Total liabilities and equity

Liabilities and Equity	December 31, 2023 December 31, 2022 Notes AMOUNT % AMOUNT % 6(8) `$` `432,000` `18` `$` `580,000` `19` 6(2) `10,431` `-` `14,642` `1` 6(15) `133,309` `6` `252,512` `8` 6(9) `413,163` `17` `464,821` `16` 7 `324,809` `13` `316,099` `11` `17,810` `1` `21,961` `1` 7 `8,781` `-` `6,277` `-` `4,069` `-` `6,012` `-` `1,344,372` `55` `1,662,324` `56` 6(21) `253` `-` `253` `-` 7 `15,269` `1` `-` `-` `15,522` `1` `253` `-` `1,359,894` `56` `1,662,577` `56` 6(12) `769,956` `31` `768,196` `26` `778` `-` `-` `-` 6(13) `184,807` `8` `182,925` `6` 6(14) `58,298` `2` `31,991` `1` `32,474` `1` `75,872` `2` `75,993` `3` `301,258` `10` `(` `32,872) (` `1) (` `32,474) (` `1 )` `1,089,434` `44` `1,327,768` `44` 9 11 `$` `2,449,328` `100` `$` `2,990,345` `100`
Current liabilities 2100 Short-term borrowings 2120 Financial liabilities at fair value through profit or loss - current 2130 Contract liabilities - current 2200 Other payables 2220 Other payables - related parties 2230 Income tax liabilities - current 2280 Lease liabilities - current 2300 Other current liabilities 21XX Total current liabilities Non-current liabilities 2570 Deferred tax liabilities 2580 Lease liabilities - non-current 25XX Total non-current liabilities 2XXX Total liabilities Equity Share capital 3110 Common stock 3140 Advance receipts for share capital Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings 3400 Other equity interest 3XXX Total equity Significant contingent liabilities and unrecognised contract commitments Significant events after the balance sheet date 3X2X Total liabilities and equity

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

32 -

XAVI TECHNOLOGIES CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars, except for (loss) earnings per share amounts)

Items Year ended December 31
2023
2022
Notes
AMOUNT
%
AMOUNT
%
6(15)
$
2,840,779
100
$
5,998,906
100
6(4) and 7
(
2,581,391) (
91) (
5,648,536) (
94)
259,388
9
350,370
6
6(19)(20) and 7
(
56,233) (
2) (
79,102) (
1)
(
65,053) (
2) (
112,578) (
2)
(
135,047) (
5) (
151,735) (
3)
12(2)
(
8,938)
- (
1,520)
-
(
265,271) (
9) (
344,935) (
6)
(
5,883)
-
5,435
-
6(16)
19,298
1
2,163
-
6(17) and 7
2,203
-
3,216
-
6(18)
33,229
1
99,020
2
(
11,190) (
1) (
19,564)
-
6(5)
(
93,964) (
3)
193,814
3
(
50,424) (
2)
278,649
5
(
56,307) (
2)
284,084
5
6(21)
(
9,753)
- (
23,253) (
1)
($
66,060) (
2) $
260,831
4
6(10)
$
389
-
$
2,240
-
(
398)
-
43,398
1
($
9)
-
$
45,638
1
($
66,069) (
2) $
306,469
5
6(22)
($
0.86) $
3.73
6(22)
($
0.86) $
3.65

4000
Sales revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative
expenses
6300
Research and development
expenses
6450
Expected credit loss
6000
Total operating expenses
6900
Operating (loss) profit
Non-operating income and
expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of (loss) profit of
associates and joint ventures
accounted for using equity
method, net
7000
Total non-operating income
and expenses
7900
(Loss) profit before income tax
7950
Income tax expense
8200
(Loss) profit for the year
Other comprehensive income
Components of other
comprehensive income that will
not be reclassified to profit or
loss
8311
Actuarial gains on defined
benefit plan
Components of other
comprehensive income that will
be reclassified to profit or loss
8361
Exchange differences on
translation of foreign operations
8300
Other comprehensive (loss)
income for the year
8500
Total comprehensive (loss)
income for the year
(Loss) earnings per share (in NT
dollars)
9750
Basic (loss) earnings per share
9850
Diluted (loss) earnings per share

Items	Year ended December 31 2023 2022 Notes AMOUNT % AMOUNT % 6(15) `$` `2,840,779` `100` `$` `5,998,906` `100` 6(4) and 7 `(` `2,581,391) (` `91) (` `5,648,536) (` `94)` `259,388` `9` `350,370` `6` 6(19)(20) and 7 `(` `56,233) (` `2) (` `79,102) (` `1)` `(` `65,053) (` `2) (` `112,578) (` `2)` `(` `135,047) (` `5) (` `151,735) (` `3)` 12(2) `(` `8,938)` `- (` `1,520)` `-` `(` `265,271) (` `9) (` `344,935) (` `6)` `(` `5,883)` `-` `5,435` `-` 6(16) `19,298` `1` `2,163` `-` 6(17) and 7 `2,203` `-` `3,216` `-` 6(18) `33,229` `1` `99,020` `2` `(` `11,190) (` `1) (` `19,564)` `-` 6(5) `(` `93,964) (` `3)` `193,814` `3` `(` `50,424) (` `2)` `278,649` `5` `(` `56,307) (` `2)` `284,084` `5` 6(21) `(` `9,753)` `- (` `23,253) (` `1)` `($` `66,060) (` `2) $` `260,831` `4` 6(10) `$` `389` `-` `$` `2,240` `-` `(` `398)` `-` `43,398` `1` `($` `9)` `-` `$` `45,638` `1` `($` `66,069) (` `2) $` `306,469` `5` 6(22) `($` `0.86) $` `3.73` 6(22) `($` `0.86) $` `3.65`
4000 Sales revenue 5000 Operating costs 5900 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit loss 6000 Total operating expenses 6900 Operating (loss) profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 7070 Share of (loss) profit of associates and joint ventures accounted for using equity method, net 7000 Total non-operating income and expenses 7900 (Loss) profit before income tax 7950 Income tax expense 8200 (Loss) profit for the year Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8311 Actuarial gains on defined benefit plan Components of other comprehensive income that will be reclassified to profit or loss 8361 Exchange differences on translation of foreign operations 8300 Other comprehensive (loss) income for the year 8500 Total comprehensive (loss) income for the year (Loss) earnings per share (in NT dollars) 9750 Basic (loss) earnings per share 9850 Diluted (loss) earnings per share

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

33 -

XAVI TECHNOLOGIES CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

2022 Balance at January 1, 2022 Profit for 2022 Other comprehensive income for 2022 Total comprehensive income Appropriations of 2021 earnings Legal reserve Special reserve Cash dividends Cash capital increase Share-based payments Balance at December 31, 2022 2023 Balance at January 1, 2023 Loss for 2023 Other comprehensive income (loss) for 2023 Total comprehensive loss Appropriations of 2022 earnings Legal reserve Special reserve Cash dividends Share-based payments Exercise of employee share options Balance at December 31, 2023	Notes		Capital	Capital	Capital		Capital surplus			Retained Earnings	Retained Earnings	Retained Earnings		Financial statements translation differences of foreign operations		Total equity
			Common stock		Advance receipts for share capital				Legal reserve		Special reserve		Unappropriated retained earnings
	6(10) 6(14) 6(12) 6(11) 6(10) 6(14) 6(11) 6(12)		`$` `695,466` `-` `-` `-` `-` `-` `-` `72,730` `-` `$` `768,196` `$` `768,196` `-` `-` `-` `-` `-` `-` `-` `1,760` `$` `769,956`		`$` `-` `-` `-` `-` `-` `-` `-` `-` `-` `$` `-` `$` `-` `-` `-` `-` `-` `-` `-` `-` `778` `$` `778`		`$` `25,740` `-` `-` `-` `-` `-` `-` `147,739` `9,446` `$` `182,925` `$` `182,925` `-` `-` `-` `-` `-` `-` `1,284` `598` `$` `184,807`		`$` `17,176` `-` `-` `-` `14,815` `-` `-` `-` `-` `$` `31,991` `$` `31,991` `-` `-` `-` `26,307` `-` `-` `-` `-` `$` `58,298`	`$` `60,795` `-` `-` `-` `-` `15,077` `-` `-` `-` `$` `75,872` `$` `75,872` `-` `-` `-` `-` `(` `43,398)` `-` `-` `-` `$` `32,474`		`$` `172,399` `260,831` `2,240` `263,071` `(` `14,815` `)` `(` `15,077` `)` `(` `104,320` `)` `-` `-` `$` `301,258` `$` `301,258` `(` `66,060` `)` `389` `(` `65,671` `)` `(` `26,307` `)` `43,398` `(` `176,685` `)` `-` `-` `$` `75,993`		`($` `75,872)` `-` `43,398` `43,398` `-` `-` `-` `-` `-` `($` `32,474)` `($` `32,474)` `-` `(` `398)` `(` `398)` `-` `-` `-` `-` `-` `($` `32,872)`	`$` `895,704` `260,831` `45,638` `306,469` `-` `-` `(` `104,320` `)` `220,469` `9,446` `$ 1,327,768` `$ 1,327,768` `(` `66,060` `)` `(` `9` `)` `(` `66,069` `)` `-` `-` `(` `176,685` `)` `1,284` `3,136` `$ 1,089,434`

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

34 -

XAVI TECHNOLOGIES CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
(Loss) profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation

Amortization

Expected credit loss

Net (gain) loss on financial assets and liabilities at fair
value through profit or loss - others

Net gain on financial assets and liabilities at fair value
through profit or loss - derivative instruments

Share-based payments

Interest income

Interest expense
Share of profit or loss of associates accounted for
using equity method

Dividend income

Gain on disposal of property, plant and equipment

Changes in operating assets and liabilities
Changes in operating assets
Financial assets and liabilities at fair value through
profit or loss - derivative instruments
Accounts receivable
Accounts receivable - related parties
Other receivables
Other receivables - related parties
Inventories
Prepayments
Changes in operating liabilities
Contract liabilities - current
Accounts payable - related parties
Other payables
Other payables - related parties
Other current liabilities
Net defined benefit obligation
Cash inflow (outflow) generated from operations
Interest received
Dividends received
Interest paid
Income tax paid
Net cash flows from (used in) operating activities YearendedDecember 31
Notes
2023
2022
($
56,307 ) $
284,084
6(6)(7)(19)
14,348
15,174
6(19)
888
1,038
12(2)
8,938
1,520
6(2)(18)
(
17,973 )
7,415
6(2)(18)
(
7,906 ) (
42,019 )
6(11)
1,284
9,446
6(16)
(
19,298 ) (
2,163 )
11,190
19,564
6(5)
93,964 (
193,814 )
6(17)
(
438 ) (
3,115 )
6(18)
(
253 ) (
17 )
4,621
54,238
1,134,011 (
648,057 )
4,056 (
4,185 )
6,891 (
4,958 )
(
613 )
22,947
130,872 (
194,749 )
(
350,402 ) (
9,221 )
(
119,203 )
216,631
- (
149,033 )
(
51,145 )
151,185
15,106
25
(
1,943 ) (
20,290 )
(
55 ) (
16 )
800,633 (
488,370 )
19,298
2,163
438
3,115
(
11,703 ) (
18,794 )
(
15,330 ) (
38,348 )
793,336 (
540,234 )

(Continued)

35 -

XAVI TECHNOLOGIES CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Increase in investments accounted for using the equity
method
Acquisition of financial assets and liabilities at fair value
through profit or loss - others
Proceeds from disposal of financial assets and liabilities at
fair value through profit or loss - others
Increase in other receivables due from related parties
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
(Increase) decrease in refundable deposits
Increase in other non-current assets
Net cash flows from (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term borrowings

(Decrease) increase in other payables to related parties

Payments of lease liabilities

Cash dividends paid
Proceeds from issuance of shares

Exercise of employee share options
Net cash flows (used in) from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year YearendedDecember 31
Notes
2023
2022
$
- ($
21,740 )
(
3 ) (
2,199 )
62,937
3,029
(
32,205 ) (
60,361 )
(
1,336 ) (
947 )
797
240
(
1,062 ) (
1,053 )
(
16 )
3
(
1 )
-
29,111 (
83,028 )
6(23)
(
148,000 )
490,000
6(23)
(
6,396 )
31,161
6(23)
(
8,870 ) (
8,883 )
(
176,685 ) (
104,320 )
6(12)
-
220,469
3,136
-
(
336,815 )
628,427
485,632
5,165
6(1)
132,731
127,566
6(1)
$
618,363 $
132,731

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

36 -

Attachment 4

Comparison Table for the original articles and amendments of “Rules of Procedure for Board Meetings”:

Session	Original Article	Amended Articles	Explanation
12	If half of the directors are unable to attend the meeting, the chairman may announce the adjournment of the meeting, and the postponement shall be limited to two times. If the delay is still insufficient for the second time, the chairman may convene the meeting in accordance with the procedures stipulated in Paragraph 1 of Article 3. All directors referred to in the preceding paragraph and paragraph 2 of Article 16 shall be calculated based on the actual incumbents.	If half of the directors are unable to attend the meeting, the chairman maypostpone the meeting on that day, and the postponement shall be limited to two times. If the delay is still insufficient for the second time, the chairman may convene the meeting in accordance with the procedures stipulated in Paragraph 1 of Article 3. All directors referred to in the preceding paragraph and paragraph 2 of Article 16 shall be calculated based on the actual incumbents.	Revised in accordance with Article 12 of the “Rules of Procedure of the Board of Directors Meetings of Public Companies” of Letter No.Taiwan-Stock- Governance-112038399 6.
13	The board of directors shall proceed in accordance with the meeting procedures set out in the notice of the meeting. However, it may be changed with the consent of more than half of the directors present. The chairman shall not directly announce the meeting without the consent of more than half of the directors present. During the proceedings of the board meeting, if the attending directors do not reach more than half of the attending directors, the chairman shall announce the suspension of the meeting as proposed by the attending directors, and the provisions of the preceding article shall apply.	The board of directors shall proceed in accordance with the meeting procedures set out in the notice of the meeting. However, it may be changed with the consent of more than half of the directors present. The chairman shall not directly announce the meeting without the consent of more than half of the directors present. During the proceedings of the board meeting, if the attending directors do not reach more than half of the attending directors, the chairman shall announce the suspension of the meeting as proposed by the attending directors, and the provisions of the preceding article shall apply. During the proceedings of the board of directors, if the chairman cannot preside over the	Revised in accordance with Article 13 of the “Rules of Procedure of the Board of Directors Meetings of Public Companies” of Letter No.Taiwan-Stock- Governance-112038399 6.
		meeting or fails to announce the meeting in accordance with the second paragraph, the election of
		his proxy shall be subject to the provisions of Article 2, Paragraph
		1.

37 -

Attachment 4

21	The formulation and amendment of these Rules of Procedures shall be approved by the Board of Directors of the Company and reported to the shareholders' meeting. If there is any amendment in the future, it may be authorised to	The Rules of Procedure shall be implemented after approval by the Board of Directors of the Company. The same shall apply upon any amendment.	Simplify the amendment process of the Rules of Procedure.
	the Board of Directors for resolution.
22	These Rules were enacted on 28 May 2004. The Rules were last amended on 1 November 2022.	These Rules were enacted on 28 May 2004. These Rules were last amended on 11 March 2024.	Date of amendment

38 -

Attachment 5

XAVi Technologies Corporation

Procedural Rules of Board Meeting

In order to establish a good governance system for the Board of Directors of the Company, improve the supervision function and strengthen the management function, these Rules are specially formulated for compliance. These rules are formulated in accordance with the "Regulations Governing Procedure for Board of Directors Meetings of Public Companies" issued by the Financial Supervisory Commission.
The main agenda items, operating procedures, matters to be recorded in the meeting minutes, announcements and other matters to be followed at the board meetings of the Company shall be handled in accordance with the provisions of these Rules.
the Board of the Company shall meet at least once a quarter; To convene a board meeting, the board shall specify the reason for the meeting and notify each director seven days in advance. However, in the event of an emergency, it may convene the meeting at any time.
A notice convening the meeting referred to in the preceding paragraph may be given by electronic means with the consent of the counterparty.
Article 7 The matters in each subparagraph of Paragraph 1 shall be listed in the reasons for convening the meeting, and shall not be proposed as an Extempore Motion.
The venue and time of the board of directors of the Company shall be at the location of the Company and during business hours or at such location and time as the directors are able to attend and suitable for the board of directors’ meeting.
The business unit designated by the Board of Directors of the Company is the Finance and Accounting Department.

The meeting unit shall formulate the content of the board of directors' meeting and provide sufficient meeting materials, which shall be sent together with the convening notice.

If the directors consider that the meeting materials are insufficient, they may ask the meeting affairs unit to supplement. If the directors consider that the information of the motion is insufficient, they may postpone the deliberation after the resolution of the board of directors.

The agenda items of the regular board of directors shall include at least the following items: (1) Reporting items:
1. Last meeting minutes and implementation.
2. Important financial and business reports.
3. Internal audit report.
4. Other important reporting matters.
(2) Matters to be discussed:
1. Matters reserved for discussion in the last meeting.
2. Matters to be discussed at this meeting.
(3) Questions and Motions.
39 -

Attachment 5

The following matters shall be submitted to the Board of Directors of the Company for discussion:
(1) Business plan of the Company.
(2) Annual financial statements and second quarter financial statements that must be audited and attested by a CPA.
(3) To establish or amend the internal control system in accordance with Article 14-1 of the Securities and Exchange Act, and to evaluate the effectiveness of the internal control system.
(4) The adoption or amendment, pursuant to Article thirty-six-1 of the Securities and Exchange Act, of the procedures for handling financial or business activities of a material nature, such as acquisition or disposal of assets, derivatives trading, loaning of funds to others, and endorsements or guarantees for others.
(5) The offering, issuance, or private placement of any equity-type securities.
(6) If the board of directors does not have a managing director, the election or dismissal of the chairman of the board.
(7) The appointment or discharge of a financial, accounting, or internal auditing officer.
(8) Donations to related parties or major donations to non-related parties. However, the public welfare donation of emergency relief for major natural disasters may be ratified by the next board of directors.
(9) Matters that shall be resolved by the shareholders’ meeting or the board of directors or major matters stipulated by the competent authorities in accordance with Article 14-3 of the Securities and Exchange Act or other laws and regulations or the Articles of Association of the Company.

The related party referred to in the preceding subparagraph 8 refers to the related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers; A major donation to non-related parties means that each donation or the cumulative amount of donation to the same object in one year exceeds NT $10 million or reaches one percent of the net operating income or five percent or more of the paid-in capital of the financial report certified by an accountant in the most recent year. If the donation is a political contribution, it shall be handled in accordance with Article 9 of the "Procedures for Ethical Management and Guidelines for Conduct".

The term “within one year” referred to in the preceding paragraph is based on the date of the board meeting, and the previous year has been retrospectively calculated, and the part has been submitted to the board of directors for resolution without re-inclusion.

Where the shares of a foreign company have no par value or where the par value per share is not NT $10, the second item on paid-in capital shall be calculated at 2.5 percent of the shareholders' equity.

When the Company has an independent director, at least one independent director shall attend the board meeting in person; For the matters that should be resolved by the board of directors in the first paragraph, all independent directors should attend the board of directors. If the independent directors are unable to attend in person, they should appoint other independent

40 -

Attachment 5

directors to attend the meeting on their behalf. If an independent director has a dissenting or qualified opinion, it shall be noted in the minutes of the board meeting; If an independent director cannot attend the board meeting in person to express objections or reservations, unless there are justifiable reasons, he/she shall issue a written opinion in advance, which shall be stated in the minutes of the board meeting.

In addition to the matters to be submitted to the Board of Directors for discussion in the first paragraph of the preceding article, during the recess of the Board of Directors, if the Board of Directors is authorised to exercise the powers of the Board of Directors in accordance with laws and regulations or the Company's Articles of Association, the authorization level, content or matters shall be specific and shall not be generally authorised.
When the Company’s Board of Directors is convened, there shall be a signature book for the attendance of the directors for examination and reference; A director shall attend the board meeting in person. If a director is unable to attend a board meeting for any reason, he/she may appoint another director as his/her proxy to attend on his/her behalf in accordance with the provisions of the Articles of Association of the Company; If a director attends a meeting via video conferencing, he/she shall be deemed to have attended the meeting in person.
When a director entrusts another director to attend a board meeting on behalf of another director, he shall issue a power of attorney each time and list the scope of authorization of the reasons for convening. Attendance by proxy shall be limited to the one person appointed.
The board of directors of the Company shall be convened and chaired by the chairman of the board. However, for the first board of directors of each term, if the directors who have the most voting rights obtained from the shareholders' meeting are called by the directors, the chairman of the meeting shall be served by the convener, and if the convener has more than two persons, one person shall be elected from each other.
According to the fourth paragraph of Article two hundred and three or the third paragraph of Article two hundred and three of the Company Act, where the board of directors is convened by more than half of the directors, the directors shall nominate one person to serve as the chairman. If the chairman is on leave or cannot exercise his power for any reason, the vice chairman or vice chairman is not on leave or cannot exercise his power for any reason, the chairman shall appoint one director to act on his behalf, and if the chairman does not appoint an agent, the directors shall nominate one person to act on behalf of each other.
When the Company convenes a board meeting, the meeting affairs unit shall prepare relevant information for the directors present to check at any time.
The chairman of the board of directors may appoint personnel from relevant departments or subsidiaries to attend the meeting as required, and may also invite accountants, lawyers or other professionals to attend the meeting and give explanation if necessary, in order to facilitate the board of directors to make appropriate resolutions. However, they shall leave the meeting when discussing and voting.
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Attachment 5

A meeting of the Board of Directors shall be announced immediately when the chairman of the Board of Directors has held the meeting and more than half of the directors have attended the meeting.

If half of the directors are unable to attend the meeting, the chairman may postpone the meeting on that day , and the postponement shall be limited to two times. If the delay is still insufficient for the second time, the chairman may re-convene the meeting in accordance with the procedures stipulated in the first paragraph of Article 3.

All directors referred to in the preceding paragraph and paragraph 2 of Article 17 shall be calculated based on the actual incumbents.

The Board of Directors shall proceed in accordance with the procedures set out in the meeting notice. However, it may be changed with the consent of more than half of the directors present. The chairman shall not directly announce the meeting without the consent of more than half of the directors present.

During the proceedings of the board meeting, if the attending directors do not reach more than half of the attending directors, the chairman shall announce the suspension of the meeting as proposed by the attending directors, and the provisions of paragraph 2 of the preceding article shall apply.

During the proceedings of the board of directors, if the chairman cannot preside over the meeting or fails to announce the meeting in accordance with the second paragraph, the election of his proxy shall be subject to the provisions of Article 2, Paragraph 1.

Proposals proposed by the board of directors shall be fully discussed among the directors. The chairman of the board of directors shall discuss the proposals of the board of directors. When the chairman of the board of directors believes that it has reached the level of voting that can be paid, it may announce the suspension of discussion and the submission of voting. The reasons for the directors to object shall be stated in the minutes of the meeting.

When the chairman consulted all attending directors and no objection was raised, it was deemed as passed. If there is any disagreement after the Chairman’s inquiry, the resolution shall be submitted.

The Chairman may choose a motion for the voting method according to the following provisions. However, if the attendee objects, the Chairperson shall ask for the majority of the opinions to decide:

(1) Voting by show of hands or ballot.
(2) Choir-name voting.
(3) Voting by poll.
(4) Voting by the Company itself.

All directors present in the preceding two paragraphs do not include directors who cannot exercise their voting rights in accordance with Article 16.

One director shall have one voting right; Unless otherwise provided in these Rules, the Securities
42 -

Attachment 5

and Exchange Act and the Company Act, the resolution of the Board of Directors shall be passed by a majority of the directors present at the meeting.

Where there is an amendment or substitution in the same motion, the chairperson shall resolve the order in which he voted in the same motion. However, if one of the proposals has been passed, the other proposals will be deemed as rejected without further voting.

The chairman may appoint the counting personnel to count the votes of the proposals of the board of directors, and all the directors present shall be the scrutineer.

Voting results shall be reported on the spot and recorded.

Directors shall uphold a high degree of self-discipline. If a director or a juristic person represented by the director or a company in which the director has a controlling or subordinate relationship has an interest in a matter of the board of directors, the director shall explain the important aspects of his or her interest at the current board meeting.

If the interests mentioned in the preceding paragraph are harmful to the interests of the Company, such directors shall not participate in the discussion and voting, and shall recuse themselves from the discussion and voting, and shall not exercise their voting rights on behalf of other directors.

If a director violates the avoidance and joins the voting, the voting rights of the attending directors will not be counted.

For the resolution of the board of directors, for the directors who are not allowed to exercise the voting rights according to the provisions of the preceding paragraph, according to Article two hundred and six of the Company Act.4 items are subject to the provisions of Article one hundred and eighty, Paragraph 2.

Minutes of board meetings shall be made and the minutes shall record in detail the following matters:
(1) Session (or year) and time location of the meeting.
(2) The name of the Chairman.
(3) Attendance of directors, including attendance, leave of absence and the name and number of the absent.
(4) The names and titles of the attendees.
(5) Name of the record.
(6) Reporting matters.
(7) Matters to be discussed: the method and results of the resolution of each proposal, the summary of the speech of the directors, experts and other personnel, the names of the directors involved in the interest in accordance with the provisions of the first paragraph of the preceding article, the description of the important content of the interest, the reasons for their avoidance or non-avoidance, the avoidance situation, the objections or reservations and there are records or written statements, and the written opinions issued by the independent directors in accordance with the provisions of Article 7, paragraph 5.
(8) Extraordinary motions: The name of the proposer, the resolution method and results of the motion, the summary of the speech made by the directors, experts and other personnel, the
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Attachment 5

name of the directors involved in the interest in accordance with the first paragraph of the preceding article, the description of the important content of the interest, the reasons for the avoidance or non-avoidance, the avoidance situation and the objections or reservations, and there are records or written statements.

(9) Other matters to be recorded.

In any of the following circumstances, decisions made by the Board of Directors shall be noted in the meeting minutes, and publicly announced and reported on the information reporting website designated by the competent authority within two days from the date of the board meeting:

(1) An independent director has a dissenting or qualified opinion which is on record or stated in a written statement.
(2) Companies which have established an audit committee have not been approved by the audit committee but have been approved by more than two-thirds of all directors.

The attendance book of the board of directors is a part of the meeting minutes and should be properly kept during the company's existence.

The meeting minutes shall be signed or sealed by the chairman and the minute taker of the meeting and distributed to each director within 20 days after the meeting, and shall be included in the important files of the Company and properly kept during the existence of the Company.

The production and distribution of the aforementioned meeting minutes may be made electronically.

The Company shall record the whole meeting process of the Board of Directors by audio or video, and keep it for at least five years, which may be kept electronically.
If before the end of the preservation period referred to in the preceding paragraph a lawsuit arises with respect to a resolution of a board of directors meeting, the relevant audio or video recordings shall be preserved until the end of the lawsuit.

When a board of directors meeting is convened by video conference, the video or audio data is part of the meeting minutes and should be properly kept during the company's existence.

The Company's auditors shall conduct audits from time to time in accordance with various systems of the operation of the Board of Directors' meetings; The audit results should be tracked and improved, and should be reported to the directors of the Company when necessary.
Matters not covered herein shall be handled in accordance with the Company Act, the Articles of Association of the Company and other relevant laws and regulations.

21. The Rules of Procedure shall be implemented after approval by the Board of Directors of the Company. The same shall apply upon any amendment.

The Rules were adopted on 28 May 2004.

These Rules were last amended on 11 March 2024 .

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Attachment 6

XAVi Technologies Corporation

2023 Appropriation of Loss

Unit: NT$

	Unit: NT$
Items	Amount
Adjusted opening undistributed earnings (Note 1)	141,663,957)
Add: Adjustment to retained earnings in 2023 (Note 2)	389,473)
Less: Net loss after tax in 2023	(00066,060,025)
Less: Provision of special reserve(Note 3)	(00 00,398,028)
Retained earnings available for distribution at the end of
	$ 75,595,377)
the year

Distribution items:	-
Undistributed earnings at the end of theperiod	$ 75,595,377)
Note:

1. It is the amount after the 2022 earnings distribution approved by the 2023
shareholders' meeting.
2. Refers to the amount of retained earnings adjusted due to the actuarial benefits of the
defined benefit plan during 2023.
3. A special reserve of $398,028 was appropriated due to the negative cumulative
translation adjustment.

4.As of Dec.31, 2023,total number of outstanding shares is 77,053,620 shares.

Chairman: Roger Lu CEO: Tony Chen CFO: Ted Lin

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Attachment 7

XAVi Technologies Corporation

Candidates List for 11[th] Board of Directors

No.	Name Gender	Number of shares held (Note)	Major education background and work experience
1	Chicony Electronics Co., Ltd. Legal Representative: Lu,Chin-Chung	31,155,440	Bachelor of Business Administration, National Chengchi University General Manager, Chicony Electronics Co., Ltd. Chairman(Representative),ChiconyPower TechnologyCo.,Ltd.
2	Chen, Chiu-Lung	625,591	Master of International Business (EMBA), National Taiwan University Master of Management, Grenoble Ecole de Management Institute Master of Resource Management, National Taipei University Pegatron Corporation A.V.P
3	Li, Cih-Jing	5,018,798	Provincial Taipei Institute of Business Accounting Officer of MingCheng Hotel Director of Chicony Electronics Co., Ltd. and Chicony Power TechnologyCo.,Ltd.

Note: The number of shares held as of the book closure date for this regular shareholders' meeting on 30 March 2024.

List of candidates for the 11th independent directors of XAVi Technologies Co., Ltd.

No .	Name Gender	Number of shares held (Note)	Major education background and work experience	Major education background and work experience	Reasons for continuous tenure as an independent director for three terms
1	Wang, Huei-Hsi en	0	Education:	Master of Business Administration, National Chengchi University Bachelor of Accounting, Tamkang University	Less than three terms Not applicable
			Experience:	PwC Taiwan Partner Certified Public Accountant
			Current:	CPA of Zhicheng Co-Accounting Firm Independent Director, Kuangli Biotechnology Holding Co., Ltd. Independent Director of Public Service, Evergreen Aviation Corporation Supervisor,Lian Yi TongCo.,Ltd.
2	Lin, Kun-Che ng	0	Education:	Department of Mechanical Engineering, National Taipei Universityof Technology	Less than three terms Not applicable
			Experience:	Chairman of High-Tek Harness Enterprise Co
3	Hsieh, Wen-Chu an	0	Education:	MBA, National Taiwan University Master of Actuarial Science, Temple University	Less than three terms Not applicable
			Experience:	Fellow Society of Actuaries Chief Representative of Soy Life Insurance Independent Director of Prudential International Life Insurance Co.,Ltd.

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Attachment 7

Current: Independent Director of Ten Ren Tea Independent Director of Allianz Taiwan Life Insurance Dierctor of Dialogue in the Dark social enterprises Adjunct Associate Professor, Fu Jen Catholic University Professional and Technical Personnel

Note: The number of shares held as of the book closure date for this regular shareholders' meeting on 30 March 2024.

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Attachment 8

XAVi Technologies Corporation

Statement of new directors and their representatives concurrently serving other positions in

other companies

	other companies
Title/Name	Companyname	Position
Director Chicony Electronics Co., Ltd. Legal representative: Lu, Chin-Chung	Chicony Power Technology Co., Ltd., Unikey Electronics Co., Ltd.	Chairman (representative)
	Chicony Electronics Co., Ltd., Chicony Electronics (Dongguan) Co., Ltd.	Director and President
	Chicony Overseas Inc., Hipro Overseas (BVI) Inc., Chicony Electronics (Thailand) Co., Ltd., Mao-Feng International Inc., Chicony Electronics CEZ s.r.o., Chicony America Group Inc., Chicony Electronics Japan Inc., Chicony Overseas Hong Kong Limited, Kuang Mao International Inc., Real Young Electronics Co., Ltd., Chicony Power Holdings Inc. , Chicony Power International Inc. , Chicony Power Technology Hong Kong Limited, Chicony Power USA, Inc. , Chicony Power Technology (Thailand) Co.,Ltd., Chicony Electronics (Suzhou) Co., Ltd., Chicony Power Technology (Suzhou) Co., Ltd., Chicony Power Technology (Dongguan) Co., Ltd., Chicony Power Technology Service (Shanghai) Co., Ltd., Quang Sheng Electronics (Nanchang) Co., Ltd., Chicony Power Technology (Chongqing) Co., Ltd., Dongguan Chicony Power Trading Co., Ltd., Clevo Co., XAViSuzhou,XAVi Thailand,Directmax, Systemax	Director
	Hipro Electronics Co., Ltd., Quang Sheng Investment Co., Ltd., Qun-Jing Power Co., Ltd., Shun On Electronics Co., Ltd., Newmax Technology Co.,Ltd.	Representative Director
Director Chen, Chiu-Lung	XAVi Suzhou, XAVi Thailand, Directmax, Systemax	Director
Director Li, Cih-Jing	Chicony Electronics Co., Ltd., Chicony Power Technology Co., Ltd.	Director
Independent Director Hsieh, Wen-Chuan	Allianz Life Insurance Co., Ltd., Ten Ren Tea Co., Ltd.	Independent Director
	Dialogue in the Dark social enterprises Co., Ltd.	Director
Independent Director Lin,Kun-Cheng	Ennoconn Asset Management Co., Ltd.	Director
Independent Director Wang,Huei-Hsien	Kuangli Biotechnology Holding Co., Ltd.	Independent Director
	Evergreen Aviation Corporation	Independent Director

48 -

Appendix I

XAVi Technologies Corporation

Rules of Procedure for Shareholders Meetings

I. In order to establish a sound shareholders' meeting governance system, improve the supervision function, and strengthen the management function of the Company, these Rules are established in accordance with the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" for compliance.
II. The rules of procedure for the Company's shareholders' meetings, except as otherwise provided by laws and regulations or the Company's Articles of Incorporation, shall be handled in accordance with these Rules.
III. Shareholders' meetings of the Company, unless otherwise specified by law, shall be convened by the Board of Directors.
Changes in the method of convening the Company's shareholders' meeting shall be resolved by the board of directors and implemented no later than the dispatch of the shareholders' meeting notice.
The Company shall prepare the shareholders' meeting notice, proxy form, recognitions, discussions, reasons and explanatory materials of the election or dismissal of directors and other motions before the statutory deadline in advance and upload the electronic format of the materials to the Market Observation Post System (MOPS). In addition, the Company shall prepare the shareholders' meeting handbook and supplementary materials in an electronic format and upload them to the MOPS before the statutory deadline. The materials shall also be accessible to the shareholders for reference at anytime and be displayed at the Company and the appointed professional share registration service agency.

The meeting handbook and supplementary materials referred to in the above shall be made available on the day of the shareholders' meeting in the following ways:

i. When a physical shareholders' meeting is convened, the materials shall be distributed at the venue of the shareholders' meeting.
ii. When holding a shareholders' meeting is assisted by video convening, it shall be distributed at the venue of the shareholders' meeting and transmitted to the video conferencing platform as electronic files.
iii. When convening a shareholders meeting by video connection, the file shall be transmitted electronically to the video conferencing platform.

The notice and announcement shall specify the causes of convening the meeting; the notice may be sent in electronic form at the consent of the respondent.

Election or dismissal of directors, amendments to Articles of Incorporation, capital reduction, application for suspension of public offering, permission for directors to compete, capital increase by retained earnings, capital increase by capital reserves, dissolution, merger, spin-off, or Article 185, Paragraph 1 of the Company Act, and Article 26-1 of the Securities and Exchange Act, and Article 43-6 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, and Articles 56-1 and 60-2 of the Regulations Governing

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Appendix I

Offering of Securities by Issuers shall be listed in the causes of convening the meeting as well as the explanations of the main contents. Motions may not be proposed as an impromptu motion. The main content of the motion may be posted on the website designated by the competent authority or the company. The website information is to be stated in the notice.

Where the re-election of all directors as well as their inauguration date is stated in the notice of the causes for convening the shareholders' meeting, after the completion of the re-election in the said meeting, the inauguration date must not be changed through impromptu motion or other methods.

Shareholders holding 1% or more of the total outstanding shares of the Company may propose motions in a regular session. Such proposals, however, are limited to one item only, and no proposal containing more than one item will be included in the meeting agenda. In addition, the Board may have the proposals of shareholders that fall under the circumstances stated in Article 172-1 Paragraph 4 of the Company Act excluded from meeting discussions. A shareholder(s) is(are) entitled to submit a proposal to urge the Company to promote public interests or to fulfill corporate social responsibility (CSR). By procedures, such a proposal shall be limited to one item only in accordance with Article 172-1 of the Company Act. Proposals containing more than one item will not be included in the meeting agenda.

Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce that it will receive shareholder proposals, by written or electronic means, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days.

Each motion is limited to 300 words. Any motion exceeding 300 words will not be included as a motion. The shareholder shall attend the general meeting in person or by proxy, and participate in the discussion of that motion.

The Company shall notify the shareholder making the proposal about the processing result before the shareholders meeting notice day, and include the qualified proposal as a motion in the meeting notice. For motions proposed by shareholders that are not included in the agenda, the Board of Directors shall explain the reasons for not including such motions in the agenda.

IV. Shareholders may appoint a proxy to attend the shareholders' meeting through a letter of appointment printed by the Company, stating the scope of authorization to the proxy.

One shareholder may appoint one proxy and present one proxy form only and such document shall be delivered to the Company no later than five days prior to the scheduled date of the Annual General Meeting. However, this restriction does not apply to the revocation of the previous authorization.

Should the shareholder decide to attend a shareholders’ meeting personally or exercise voting rights in writing or by electronic means after a proxy form has been received by the Company, a written notice must be sent to the Company no later than two days before the meeting commences to withdraw the proxy arrangement. If the shareholder fails to withdraw proxy arrangement before the due date, vote of the proxy attendant shall prevail.

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Appendix I

Should the shareholder decide to attend a shareholders’ meeting by video conference, a written notice must be sent to the Company no later than two days before the meeting commences to withdraw the proxy arrangement. If the shareholder fails to withdraw proxy arrangement before the due date, vote of the proxy attendant must prevail.

V. Shareholder meetings must be held at locations that are suitable and convenient for shareholders to attend. Meetings cannot commence anytime earlier than 9AM or later than 3PM. Independent Directors' opinions must be fully taken into consideration when choosing the meeting venue and time.

There are no restrictions on the meeting venue as prescribed in the preceding paragraph when the Company holds a video shareholders’ meeting.

VI. The meeting advice must specify details such as meeting check-in time, venue, and important notes where relevant for the shareholders, proxy issuers, and proxy agents (hereinafter together referred to as the shareholders).

Admission of meeting participants shall begin at least 30 minutes before the meeting commences. The reception area must be clearly labeled and stationed with competent personnel. Check-in for the shareholders' meeting shall be accepted at the shareholders' meeting video conference platform at least 30 minutes before the meeting starts. Shareholders who have checked in are deemed to be present in person at the shareholders' meeting.

Shareholders shall attend shareholders’ meetings by presenting a valid conference pass, attendance card or other document of similar nature. The Company may not request shareholders to present additional documentary proof unless specified in advance. Proxy form acquirers are required to bring identity proof for verification.

An attendance log shall be prepared to record shareholders' attendance; alternatively, shareholders may present attendance cards to signify their presence.

Shareholders who attend the meeting shall be given a copy of the meeting handbook, annual report, attendance pass, opinion slip, motion ballot and any information relevant to the meeting. The Company shall prepare additional ballots if director election is also being held during the meeting.

Where the shareholder is a government agency or corporate entity, more than one representative may attend shareholders’ meetings on their behalf. Corporate entities that have been designated as proxy attendants can only appoint one representative to attend a shareholders’ meeting.

Shareholders who intend to attend a video shareholders’ meeting shall register with the Company 2 days prior to the date of meeting.

For a video shareholders’ meeting, the Company shall, at least 30 minutes before the start of the meeting, upload the meeting handbook, annual report, and other relevant information to the video conference platform and keep them posted until the end of the meeting.

VI-1. When convening a video shareholders’ meeting, the Company shall specify the following items in the notice of meeting:
i. The ways for shareholders to participate in a video meeting and exercise their rights.
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Appendix I

ii. Countermeasures for the event that the video conferencing platform or video participation is impeded due to natural disasters, events, or other force majeure circumstances, including at least the following:
- (i) The time when the preceding obstacles cannot be eliminated and the meeting shall be postponed or resumed, and if so, the date of the postponed or resumed meeting.
- (ii) Shareholders who have not registered to participate in the original shareholders meeting online cannot attend the postponed or resumed session.
- (iii) When convening a physical shareholders' meeting with the assistance of a video conference, if the video conference is not able to be resumed, and the total number of shares present, after deducting the number of shares present by means of video participation, still reaches the quorum for the shareholders' meeting, the shareholders' meeting must continue. The shares represented by shareholders attending the meeting through video conference must be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders are deemed abstaining from voting on all proposals on meeting agenda of that shareholders’ meeting.
- (iv) The methods used to handle the cases where the results have been announced for all the proposals but no impromptu motion has been made.
iii. When convening a video shareholders’ meeting, the appropriate alternative measures for shareholders with difficulties in participating in shareholders' meetings by video must also be specified.
VII. Where the shareholders' meeting is convened by the Board of Directors, the Chairperson of the Board shall preside over the meeting. When the Chairperson of the Board is on leave or for any reason unable to exercise the powers of the Chairperson, the Chairperson of the Board shall appoint a director to preside over the meeting. If the Chairperson has not appointed a representative, the Directors shall elect amongst themselves one person to act as a proxy. Where a director presides as referred to in the preceding paragraph, a director who has held that position for six months or more and who understands the financial and business conditions of the company shall serve as the chairperson. If the chair is the representative of a corporate director, the same rules apply.
A shareholders' meeting convened by the Board of Directors shall be chaired by the Chairperson of the Board in person. It is advisable that a majority of the Directors and at least one member of various functional committees be represented in the meeting. Details of the attendance of the shareholders' meeting shall be recorded in the shareholders' meeting minutes.

For a meeting that is convened by someone with convening authority outside of the board, the meeting shall be chaired by that convening authority. One person should be selected to chair the meeting if there are more than two present.

The Company may appoint its lawyers, certified public accountants and any relevant personnel to be present at shareholders’ meetings as non-voting participants.

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Appendix I

VIII. The Company shall keep uninterrupted audio and video recordings of the shareholder check-in process, the shareholders' meeting in session, and the vote counting process from the time shareholder check-in is accepted and retain the recording for at least one year. However, if a shareholder raises a litigious claim against the Company in accordance with Article 189 of the Company Act, the abovementioned documents must be retained until the end of the litigation.
When convening a video shareholders’ meeting, the Company must keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously record audio and video, without interruption, the proceedings of the virtual meeting from beginning to end.
The information and the audio and video recording in the preceding paragraph must be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording must be provided to and kept by the party appointed to handle matters of the virtual meeting.
IX. Shareholders' presence is determined by the number of shares represented in a meeting. The number of shares represented by shareholders present at the meeting is calculated based on attendance log records or the attendance cards collected, and the shares checked in on the video conference platform, plus the number of shares that have voting rights exercised in writing or through electronic means.
The chairperson shall announce the commencement of meeting as soon as it is due. However, if current attendance represent less than half of the Company's outstanding shares, the chairperson may announce the postponement of the meeting up to a maximum of two times, for a period totaling no more than one hour. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair must declare the meeting adjourned. In the event of a virtual shareholders meeting, the Company must also declare the meeting adjourned at the virtual meeting platform.

If attending shareholders still represent more than one-third but less than half of outstanding shares after two postponements, the attending shareholders may reach a tentative resolution according to Paragraph 1, Article 175 of the Company Act. This tentative resolution must then be communicated to every shareholder and another shareholders’ meeting must be held within the next month. In the event of a virtual shareholders meeting, shareholders will have to re-register with the Company to attend the virtual meeting according to Article 6.

If the number of shares represented accumulate to more than half of all outstanding shares as the meeting progresses, the chairperson may propose the tentative resolutions for final voting according to Article 174 of the Company Act.

X. For shareholder meetings that are convened by the board of directors, the board of directors will determine the meeting agenda. All proposed motions (including impromptu motion and amendments to existing motions) must be voted on a case-by-case basis. The agenda cannot be changed unless resolved during the shareholder meeting.

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Appendix I

For a meeting that is convened by those with convening authority outside of the board, the aforementioned rule still applies.

In either of the two situations described above, the chairperson cannot dismiss the meeting while a motion (including impromptu motion) is still in progress. If the chairperson violates conference rules by dismissing the meeting when not allowed to do so, other members of the board shall immediately assist attending shareholders in electing another chairperson that has the support of more than half of voting rights represented on-site to continue the meeting. The chairperson must allow adequate time to explain and discuss various motions, amendments or special motions proposed during the meeting. The chairperson may announce a termination of further discussions if the issue in question is considered to have been sufficiently discussed to proceed with voting and shall allocate ample time to vote.

XI. Before speaking, the attending shareholders shall first fill out speech notes clearly stating the purpose, account number (or the attendance pass number) or account name and allow the chair to determine the order to give the speech.

The attending shareholders are considered to have offered no statement if they only provide speech notes without making statements. In the event where the content of the statement is inconsistent with the speech note, the content of the given statement shall prevail.

Each shareholder shall speak no more than two times, for 5 minutes each, on the same motion unless otherwise agreed by the chairperson. The chairperson may stop shareholders from speaking if they violate the preceding regulations or speak outside the discussed topic.

When an attending shareholder is making a statement, other shareholders shall not speak unless given permission by the chairman and the speaking shareholder. Violators shall be halted by the chairman.

Where a corporate shareholder has appointed two or more representatives to attend the shareholder meeting, only one representative may speak per motion.

After a shareholder has finished speaking, the chairperson may answer the shareholder's queries personally or appoint any relevant personnel to do so.

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

XII. Votes in a shareholders’ meeting are vested based on the number of shares represented. Shares that do not carry voting rights are excluded from the calculation of outstanding shares when voting for the final resolution.

Shareholders cannot vote or appoint proxies to vote on any motions that present a conflict between their own interests and interests of the Company.

The number of shares held by shareholders who are not permitted to vote shall be excluded from the calculation of total voting rights.

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Appendix I

With the exception of trust enterprises and certain share transfer agencies approved by the authority, a proxy may not represent more than 3% of the total voting rights in aggregate when representing two or more shareholders during the meeting. Voting rights that exceed this threshold shall be excluded from the calculation.

XIII. Shareholders are entitled to one vote per share, except for shares that are subject to voting restrictions or situations outlined in Paragraph 2, Article 179 of the Company Act. The Company must give shareholders the option to exercise voting rights in writing or by using the electronic method during shareholder meetings. Instructions for exercising voting rights in writing or through electronic means must be stated clearly in writing on the meeting notice. Shareholders who have voted in writing or used the electronic method are considered to have attended shareholder meeting in person. However, they are considered to have waived their rights to participate in any special motion or any amendment to the original discussion that may arise during the shareholder meeting. For this reason, the Company should avoid proposing special motions or amendments to the original motion where possible.

Instructions to exercise written and electronic votes must be delivered to the Company at least 2 days before the shareholder meeting. In the event of duplicate submissions, the earliest submission shall be taken into record. However, this excludes situations where a proper declaration is issued to withdraw the previous arrangement.

Shareholders who wish to attend the shareholders’ meeting in person or through video conference after exercising their voting rights in writing or using electronic methods are required to withdraw their votes using the same method by which the vote was cast in the first place, and by no later than two days before the day of shareholders’ meeting. The written/electronic vote must prevail if not withdrawn before the cutoff time. If a shareholder exercises voting in writing or through electronic means and at the same time delegates a proxy to attend shareholder meeting, the voting decision exercised by the proxy shall prevail.

Unless otherwise regulated by the Company Act or stated in the Articles of Incorporation, a motion is passed when supported by shareholders representing more than half of total voting rights in the meeting. When voting, the chairperson or delegate thereof shall announce the total number of voting rights represented by attending shareholders for every motion discussed and have shareholders vote on a case-by-case basis. Details including the number of votes in favor, against, and abstained for each discussion shall be uploaded onto MOPS on the same day the shareholders’ meeting ends.

In cases where several amendments or alternative solutions have been proposed at the same time, the chairperson shall determine the order in which proposals are to be voted on. If one of the proposals has been passed, the other proposals are viewed as denied and no more voting will be conducted.

The chairperson shall appoint ballot examiners and ballot counters to support the voting process. The ballot examiner must be a shareholder.

Motion and election votes are to be counted openly at the shareholders’ meeting. Results of the vote, including the final tally, shall be announced on-site and recorded in minutes.

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Appendix I

When the Company convenes an online shareholders’ meeting by video, after the chair declares the meeting open, shareholders attending the meeting through video conference must cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed to have abstained from voting.

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

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

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

XIV. Shareholders meetings that involve election of directors shall proceed according to the Company's election policy. Results of the elections, including the list of elected directors and the final tally, must be announced on-site.

All ballots used in the above elections shall be sealed and signed by the ballot examiner and held in proper custody for at least one year. However, if a shareholder raises a litigious claim against the Company in accordance with Article 189 of the Company Act, the abovementioned documents must be retained until the end of the litigation.

XV. Shareholders’ meeting resolutions shall be compiled into detailed minutes, signed or affixed with seal by the chairperson and disseminated to each shareholder no later than 20 days after the meeting. Preparation and distribution of meeting minutes can be made in electronic form. The Company may disseminate meeting minutes by announcing details over the MOPS.
The meeting minutes shall accurately record the year, month, day, place of the meeting, the chair’s full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. Minutes shall be retained for as long as the Company exists.

Where convening a video shareholders’ meeting, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders’ meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the video conference platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with must also be included in the minutes.

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When convening a video shareholders’ meeting, other than compliance with the requirements in the preceding paragraph, the Company shall specify in the meeting minutes alternative measures available to shareholders with difficulties in participating in shareholders' meetings by video.
XVI. On the day of a shareholders’ meeting, the Company must compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and must make an express disclosure of the same at the place of the shareholders meeting. In the event an online shareholders meeting, the Company must upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.
During the Company's video shareholders’ meeting, when the meeting is called to order, the total number of voting shares represented at the meeting shall be disclosed on the virtual meeting platform. If there is a separate number for the voting shares of attendants, the same shall apply.
The Company must disclose on MOPS within the specified time any shareholders’ meeting resolutions that constitute material information as defined by law or the rules of Taiwan Stock Exchange Corporation and Taipei Exchange.
XVII. Officers of the shareholders’ meeting must wear proper identification or an arm badge.
The chairperson may instruct security staff to help maintain order in the meeting. While maintaining order in the meeting, all security staff are required to wear arm badges that identify their role as "Security."
For venues that are equipped with broadcasting equipment, the chairman shall halt any shareholder that make statements from equipment not allocated by the Company.
Shareholders in violation of the rules and disobeying correction by the chair to disrupt the meeting are asked to leave the venue and will be escorted out by the proctors or the security personnel.
XVIII. The chairperson may put the meeting in recess at appropriate times. In the event of force majeure, the chairperson may suspend the meeting temporarily and resume it at another time. If the shareholder meeting is unable to conclude all scheduled motions (including special motions) before the venue is due for return, participants may resolve to continue the meeting at an alternative location.
Shareholders may also resolve to postpone or resume the meeting within the next 5 days, according to Article 182 of the Company Act.
XIX. In the event of a video shareholders’ meeting, the Company shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.
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XX. When the Company convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.

XXI. For a shareholders' meeting convened by video conference, before the meeting is adjourned by the chairperson, if natural disasters, incidents or other force majeure events cause any interruption to the video conference platform or the participation by video conference for more than thirty minutes, the meeting shall be continued within five days or postponed. Article 182 of the Company Act shall not apply to the postponement or renewal of the date of the General Meeting.

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

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

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

When the Company convenes a physical shareholders’ meeting with the assistance of a video conference, and the video conference cannot continue as described in first paragraph, if the total number of shares present, after deducting the number of shares present by means of video participation, still reaches the quorum for the shareholders' meeting, then the shareholders’ meeting shall continue, and no postponement or resumption thereof under the first paragraph is required.

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

When postponing or resuming a meeting according to the first paragraph, the Company shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, Paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

For dates or period set forth under Article 12, second half, and Article 13, Paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, Paragraph 2, Article 44-15, and Article 44-17, Paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies,

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the Company shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the first paragraph.

XXII. When convening a video shareholders’ meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in participating in shareholders' meetings by video.
XXIII. Any other matters not set forth in these Rules shall be dealt with in accordance with the Company Act and other applicable laws, rules, and regulations.
XXIV. These Rules are to be announced and implemented after being approved by the shareholders' meeting, and likewise for any revision.
XXV. These Rules are promulgated on May 28, 2004.
These Rules were last amended on June 9, 2022.
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Appendix II

XAVi Technologies Corporation Articles of Incorporation

Chapter 1 General Provisions

Article 1 The Company was incorporated under the Company Act and named as "XAVi Technologies Corporation" in English. Article 2 The Company's business is as follows: I. CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing. II. CC01060 Wired Communication Mechanical Equipment Manufacturing. III. CC01070 Wireless Communication Mechanical Equipment Manufacturing. IV. CC01080 - Electronics Components Manufacturing. V. CC01110 Computer and Peripheral Equipment Manufacturing. VI. E601020 Electric Appliance Installation. VII. E605010 computer equipment installation. VIII. E701030 Controlled Telecommunications Radio-Frequency Devices Installation Engineering. IX. E701040 Simple Telecommunications Equipment Installation. X. F113020 Wholesale of Electrical Appliances. XI. F113050 Wholesale of Computers and Clerical Machinery Equipment. XII. F113070 Wholesale of Telecommunication Apparatus. XIII. F118010 Wholesale of Computer Software. XIV. F119010 Wholesale of Electronic Materials. XV. F213010 Retail Sale of Electrical Appliances. XVI. F213030 Retail Sale of Computers and Clerical Machinery Equipment. XVII. F213060 Retail Sale of Telecommunication Apparatus. XVIII. F218010 Retail Sale of Computer Software. XIX. F219010 Retail Sale of Electronic Materials. XX. F401010 International Trade. XXI. F401021 Importing Controlled Telecommunications Radio-Frequency Equipment. XXII. I301010 Information Software Services. XXIII. I301020 - Data Processing Services. XXIV. I301030 Electronic Information Supply Services. XXV. I501010 Product Designing. XXVI. JA02010 Electric Appliance and Electronic Products Repair. XXVII. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval. Article 3 The Company shall have its head office in New Taipei City and when it is determined to be necessary, upon the resolution of the Board of Directors, branch offices and other branches may be established domestically or overseas.

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Article	4	The Company may provide guaranty services in accordance with its Procedures for
		Endorsement and Guarantee.
Article	4-1	The Company may loan funds in accordance with the Company's Procedures for
		Lending Funds to Other Parties.
Article	5	For re-investments made by the Company, the total investment amount is not restricted
		by Article 13 of the Company Act, which specifies that the investment amount shall not
		exceed 40% of the paid-in capital.
Article	6	The Company's announcement shall be made in accordance with Article 28 of the
		Company Act.
		Chapter 2 Shares
Article	7	The total capital of the Company shall be NTD 1 billion, divided into 100 million
		shares, at a price of NTD 10 per share, and they shall be issued in tranches. For the
		unissued shares, the Board of Directors is authorized to issue ordinary shares by
		installments.
		Out of the total capital referred to in the preceding paragraph, NTD 100 million is
		reserved for the issuance of employee stock option certificates. A total of 10 million
		shares are issued at NTD 10 per share. The Board of Directors is authorized to issue
		shares by installations based on actual needs.
Article	7-1	If the Company issues employee stock warrants with subscription prices not subject to
		the restrictions specified in Article 53 of the "Regulations Governing the Offering and
		Issuance of Securities by Securities Issuers," or if treasury shares are transferred to
		employees, they may be transferred to the employees at a price lower than the average
		price of the actual buyback. The issuance of the shares shall be approved by the
		presence of more than two-thirds of the shareholders representing more than half of the
		total number of issued shares of the Company.
Article	7-2	For the shares acquired by the Company in accordance with the Company Act or the
		laws and regulations of the competent authority of securities, the subjects for the
		transfer, the subjects for issuance of employee stock warrants, the subjects for issuance
		of new restricted shares to employees, and the subjects for whom new shares are
		reserved for subscription by the employees, the subjects for these payments may also
		be made to employees of affiliated companies that satisfy the eligibility criteria set
		forth by the board of directors.
Article	8	The Company issues registered shares which are issued after approval signed or affixed
		with seal by the Directors representing the Company and certified by the competent
		authority or the registrar designated by it. The shares issued may be exempted from
		printing share certificates, but should be registered with the Centralized Securities
		Depository Enterprise.
Article	9	Any change of the content in the shareholders register shall be prohibited within 60
		days prior to a regular session of the Annual General Meeting of Shareholders, or
		within 30 days prior to a Special Meeting of Shareholders, or within 5 days prior to the

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base date on which dividends and bonuses or other interests are distributed by the Company.
Article 10 The shares of the Company shall be handled in accordance with the "Regulations Governing the Administration of Shareholder Services of Public Companies" unless otherwise provided by laws and regulations or by the securities competent authority.

Chapter 3 Shareholders' Meeting

Article 11 The General Meeting of Shareholders may be convened in ordinary sessions or special sessions. Ordinary sessions are convened once a year and within six (6) months after the end of each fiscal year, the Board of Directors will convene in accordance with the
law; extraordinary sessions may be convened as required by law. All shareholders shall
be notified 30 days before the convention of an ordinary meeting, and 15 days before
an extraordinary meeting. The notice of a shareholders' meeting may be made by public
announcement to a shareholder holding less than 1,000 shares. The shareholders' meeting may be held by video conference or by other method announced by the central
competent authority. A shareholders' meeting notice may be delivered in electronic form with the consent of the party concerned.
Article 12 When the shareholders’ meeting is convened by the Board of Directors, it shall be chaired by the Chairman. In the absence of the Chairman of the Board, the Chairman shall appoint a director to act in place. When the shareholders meeting is convened by others with convening power, the convener shall act as the chair of the meeting. If there are two or more persons with the right to convene, one person should be selected among them to chair the meeting.
Article 13 Where a shareholder for any reason cannot attend the shareholders' meeting in person, he or she may appoint a proxy to attend the shareholders' meeting in presence of a power of attorney printed by the Company stating therein the scope of power authorized to the proxy. Shareholders who wish to attend a proxy meeting shall comply with the Company Act and the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies" promulgated by the competent authority.
Article 14 Shareholders shall have one voting right for each share held, except for the shares that are restricted or have no voting rights subject to the regulations of the Company Act. After the Company's shares are listed on TWSE/GTSM, shareholders are required to exercise voting rights by electronic means and may instead exercise voting rights by way of correspondence. Shareholders who exercise their voting rights by means of electronic means are deemed to have attended the meeting in person. Related matters are processed according to the laws.
Article 15 Unless otherwise specified in the Company Act or other applicable laws and regulations, the resolution reached in the General Meeting of Shareholders shall be executed by a simple majority of the voting rights of the shareholders present at the meeting. Shareholders' meetings shall be conducted in accordance with the Rules and
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Procedures of Shareholders’ Meeting.

		Procedures of Shareholders’ Meeting.
Article	15-1	The Company's application and cancellation of public offering shall be handled in
		accordance with the relevant provisions of the Company Act.
Article	16	When a shareholders meeting elects directors, each share shall have voting rights in
		numbers equal to the directors to be elected, and may be cast for a single candidate or
		split among several candidates, with the candidates receiving votes representing the
		most voting rights elected as directors.
Article	16-1	Shareholders’ meeting resolutions shall be compiled into detailed minutes, signed or
		affixed with seal by the chairperson and disseminated to each shareholder by no later
		than 20 days after the meeting. The distribution of the preceding meeting minutes can
		be made in the form of announcement.

Chapter 4 Directors and Audit Committee

		Chapter 4 Directors and Audit Committee
Article	17	The Company shall appoint 5 to 7 directors with the term of office of 3 years and the
		shareholders' meeting shall elect from the persons with disposing capacity, and shall be
		eligible for re-elections. If a director does not have a new director elected when his/her
		term of office expires, the term of office of the director is extended until a new director
		is elected and takes office.
Article	17-1	The Company may appoint independent directors from the number of directors referred
		to above. The number of independent directors on the list shall not be less than three
		and shall not be less than one-fifth of the total number of directors. The candidate
		nomination system is also adopted. The shareholders meeting will elect the independent
		directors from the nominated candidate list. The requirements for professional
		qualifications, shareholdings, part-time constraints, the nomination and election, and
		other binding matters for independent directors shall be handled in accordance with the
		governing regulations of the securities competent authority.
Article	17-2	When the number of director vacancies reaches one third of the total number of
		vacancies, the Board of Directors shall convene a shareholders' meeting pursuant to
		laws to fill the vacancies of former Directors. The term of office for the newly elected
		director shall fulfill the unexposed term of office of the predecessor.
Article	17-3	After the Company's stock is listed in TWSE, the election of directors shall adopt the
		candidate nomination system, and related matters shall be handled in accordance with
		the laws and regulations.
Article	18	The Board of Directors is formed by the Directors. A Chairman of the Board shall be
		elected from among the Directors with the attendance of more than two-thirds of the
		Directors and the consents of a majority of the attending Directors. The Chairman of
		the Board shall externally represent the company.
Article	19	The Company may appoint functional committees under the Board of Directors. The
		appointment and powers of relevant committees shall be carried out in accordance with
		the regulations established by the competent authority.
Article	19-1	The Company has appointed an Audit Committee in accordance with the Securities and

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Exchange Act. The Audit Committee shall be composed of all of the independent directors, with a minimum of three members. The size, term of office, powers, and meeting rules relating to the Audit Committee are formulated in accordance with the "Regulations Governing the Exercise of Powers by Audit Committees of Public Companies," and are provided in the Audit Committee Charter.

Article 20 The company chairperson is to convene the Board of Directors meeting and acts as the meeting chairperson with exception to the first board meeting of each term which is to be convened and chaired by the director who receives the most ballots in the shareholders’ meeting. If the company chairperson is unable to perform duties due to leave of absence or any other reason, a delegate shall be appointed in accordance with Articles 208 of the Company Act.
Article 20-1 Board meeting resolutions shall be compiled into detailed minutes, signed or affixed with seal by the chairperson and disseminated to each director no later than 20 days after the meeting. The distribution of the preceding meeting minutes can be made by electronic means.
Article 20-2 The Company may purchase liability insurance for the Directors in respect of the compensation liabilities borne by the Directors in accordance with the law. The Board of Directors is authorized to decide the insured amount and the insurance matters.
Article 21 Unless otherwise provided for in the Company Act, resolutions of the Board of Directors shall be made with the attendance of a majority of the directors and the consent of a majority of the directors present. If a director is unable to attend the board meeting for any cause, he/she may appoint a proxy to attend the board meeting by appointing other directors to attend the meeting by submitting a proxy form with stated scope of the authorization to the proxy. Each proxy is limited to one director. The Company's Board of Directors meeting may be convened by correspondence, E-mail or fax.
Article 22 The remuneration to all Directors shall be determined based on their level of participation and value to the operation of the Company and by referencing industry practice. The Board of Directors is authorized to determine the remuneration.

Chapter 5 Managerial Officers

Article 23 The Company may have a manager appointed, and the appointment, discharge and the remuneration of the manager shall be handled in accordance with Article 29 of the Company Act.

Chapter 6 Accounting

Article 24 The fiscal year of the Company shall begin from January 1 to December 31. At the end of each fiscal year, the Board of Directors shall compile the following statements and submit them to the general shareholders’ meeting for ratification in accordance with the laws:
I. Business Report.
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II. The financial statements.

III. Proposal for earnings distribution or loss supplement.

Article 25 The Company shall allocate no less than 12% of the current profit before tax as the employees' remuneration and no more than 1.5% thereof as the directors' remuneration. However, when the Company still has accumulated deficits (including adjustments to undistributed earnings), reserve shall be retained to cover up the deficits and then the aforementioned proportions shall be appropriated as remuneration to employees and remuneration to directors.
The employee remuneration referred to in the preceding paragraph may be distributed in the form of shares or cash, to employees of the Company's controlling or subordinate companies who meet certain criteria, and the criteria shall be determined by the board of directors. The director remuneration referred to in the preceding paragraph may only be distributed in cash.
Article 26 The current net income, if any, shall be applied to make up for the accumulated losses (including adjustment to the unappropriated amount), and appropriate 10% as legal reserve. However, where such legal reserve amounts to the total paid-in capital of the Company, this provision shall not apply. The special reserve shall be appropriated or reversed according to the law and regulations. For the balance amount, if any, and the cumulative unappropriated earnings (including adjustment to the unappropriated amount), the board of directors shall draft an earnings distribution proposal to be resolved in the shareholders’ meeting for the distribution of dividends and bonuses to shareholders or to retain them.
The Company is in the development stage of the electronics industry. The dividend policy shall take into account the capital demand for new products and the goal of increasing shareholders' return on investment. Therefore, the total amount of dividend distributed to shareholders each year shall not be less than 10% of the total surplus earnings available for distribution to shareholders, and may be in stock dividends or cash dividends, provided that the cash dividends may not be less than 10% of the total dividends. If the total amount of dividends available for distribution to shareholders falls below NTD 0.5 per share, it is not subject to the restriction of the aforementioned ratio.

The Company authorizes the Board of Directors to distribute dividends and bonuses, or cash distribution of legal reserve and capital surplus regulated under Paragraph 1 of Article 241 of the Company Act to be paid out in whole or in part. Any distribution must be resolved in a board meeting with more than two-thirds of the board present, voted in favor by more than half of attending directors, and reported in the upcoming shareholders’ meeting.

Chapter 7 Supplementary Provisions

Article 27 Any matters that are not properly addressed in the Articles of Incorporation shall be handled in accordance with the Company Act and other relevant laws and regulations.

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Article	27-1	The Company's Articles of Incorporation and handling rules shall be stipulated by the
		Board of Directors.
Article	28	The Articles of Incorporation are established on May 9, 1997.
		The first amendment was made on August 6, 1998.
		The second amendment was made on October 1, 1999.
		The third amendment was made on November 19, 1999.
		The fourth amendment was made on February 1, 2000.
		The fifth amendment was made on May 19, 2000.
		The sixth amendment was made on July 31, 2000.
		The seventh amendment was made on February 27, 2001.
		The eighth amendment was made on January 22, 2002.
		The ninth amendment was made on June 30, 2003.
		The tenth amendment was made on May 28, 2004.
		The eleventh amendment was made on June 19, 2006.
		The twelfth amendment was made on June 12, 2008.
		The thirteenth amendment was made on May 14, 2010.
		The fourteenth amendment was made on June 21, 2011.
		The fifteenth amendment was made on June 26, 2012.
		The sixteenth amendment was made on June 18, 2015.
		The seventeenth amendment was made on June 16, 2016.
		The 18th amendment was made on 6 June 2018.
		The 19th amendment was made on 4 June 2018.
		The 20th amendment was made on 23 August 2021.
		The twenty-one th amendment was made on 9 June 2022.

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Appendix III

XAVi Technologies Corporation

Rules for Election of Directors

In order to elect directors in a fair, just and open manner, these procedures are established in accordance with the relevant provisions of the "Corporate Governance Best Practise Principles for TWSE/TPEx Listed Companies".
The election of directors of the Company shall be subject to the provisions of these Measures, unless otherwise provided in the Company Law and the Articles of Association of the Company.
The overall composition of the Board of Directors shall be taken into account in the selection of the Company's directors. The composition of the Board of Directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the Company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:
(1) Basic conditions and values: gender, age, nationality and culture, etc.
(2) Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience, etc.

Each board member shall have the necessary knowledge, skill, and experience to perform their

duties; the abilities that must be present in the board as a whole are as follows:

(1) Ability to make operational judgments.
(2) Ability to perform accounting and financial analysis.
(3) Business management ability.
(4) Ability to conduct crisis management.
(5) Industry knowledge.
(6) An international market perspective.
(7) Ability to lead.
(8) Ability to make policy decisions.

More than half of the directors shall be persons who are not spouses or relatives within the second degree of kinship.

The Board of Directors of the Company shall consider adjusting the composition of the Board of Directors based on the results of the performance evaluation.

The qualifications of the Company's independent directors shall be in accordance with Articles 2, 3 and 4 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies".

The election of independent directors of the Company shall comply with the provisions of Articles 5, 6, 7, 8 and 9 of the “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”, and shall be handled in accordance with the provisions of Article twenty-four of the “Corporate Governance Best Practise Principles for TWSE/TPEx Listed Companies”.

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After the Company’s shares are listed on the Taiwan Stock Exchange (TWSE), the election of directors shall be conducted in accordance with the candidate nomination system procedures stipulated in Article one hundred and ninety-two-1 of the Company Act.
If the number of directors is less than five due to the dismissal of a director for any reason, the Company shall hold a by-election at the most recent shareholders' meeting. However, if the vacancy of directors reaches one-third of the number specified in the Company's Articles of Incorporation, the Company shall convene a special shareholders' meeting within 60 days from the date of the occurrence of the fact to hold a by-election.
If the number of independent directors is less than the number specified in Paragraph 1, Article 14-2 of the Securities and Exchange Act, a by-election shall be held at the most recent shareholders' meeting; When all independent directors are dismissed, the Company shall convene an extraordinary shareholders' meeting for by-election within 60 days from the date of the occurrence of the fact.
The cumulative voting system shall be adopted for the election of directors of the Company. Each share shall have the same right to elect directors as the number of directors to be elected, and one director may be elected in a centralised manner or several persons may be elected.
The Board of Directors shall prepare ballots in the same number as the number of directors to be elected and shall fill in the number of votes to be distributed to the shareholders present at the shareholders' meeting. The name of the elected person may be substituted by the attendance number printed on the ballots.

The voting box for election shall be prepared by the Board of Directors and shall be examined by the scrutineer before voting.

In accordance with the number of seats stipulated in the Articles of Association of the Company, the directors of the Company shall calculate the number of votes for independent directors and non-independent directors respectively. The higher number of votes represented by the votes received shall be elected respectively. If there are more than two persons entitled to the same number of votes and the number of votes exceeds the prescribed number, the number of votes obtained shall be determined by drawing. The chairman shall drawn the ballots on behalf of those who do not attend the meeting.
Prior to the commencement of the election, the chairman shall designate a scrutineer and several persons to perform the relevant duties, provided that the scrutineer shall be a shareholder.
The ballots cast shall not be valid in any of the following circumstances:
(1) Did not use the ballots prepared by the convocation agent.
(2) Those who cast blank ballots into the voting box.
(3) Where the handwriting is blurred and cannot be identified or modified.
(4) The name list of the elected and the list of candidates for directors is found to be inconsistent.
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(5) In addition to filling in the account name (name) or shareholder account number (identity certificate number) of the elected person and the number of distribution election rights, fill in other words.
After the completion of voting, an invoice shall be issued on the spot, and after the receipt of the invoice, the following shall be filled in the report form, and the scrutineer shall sign and seal the report.
(1) Total number of rights to participate in election.
(2) Number of valid votes.
(3) The number of votes cast.
(4) The number of votes received by each elected person.

Upon receipt of the report by the Chairman, the invoicing result will be announced on the spot, including the Directors and the list of elected Directors and their number of votes.

The ballots that are printed by the invoicing shall be sealed by the chairman with the scrutineer and the vote counter, and shall be signed by the riding, kept properly and kept for at least one year. However, a shareholder who files a lawsuit in accordance with Article one hundred and eighty-nine of the Company Act shall keep the lawsuit until the end of the lawsuit.
Notice of election shall be issued by the Board of Directors.
Matters not stipulated in these Measures shall be handled in accordance with the Company Act, the Company's Articles of Association and relevant laws and regulations.
These Measures shall be implemented after being approved by the shareholders' meeting, and the same shall apply upon any amendment.
These Measures were established on 28 May 2004.

The Regulations were last amended on 9 June 2021.

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Appendix IV

XAVi Technologies Corporation

Shareholding of Directors

The capital of the Company is NT$ 770,841,200. In accordance with Article 26 of the Securities and Exchange Act and Article 2 of the "Rules Governing the Number of Shares and the Audit Implementation of Directors and Supervisors of Public Companies", the Company:
(1) The total number of shares held by all directors in registered form shall not be less than 10 percent.
(2) The shareholding of the independent directors elected by the public offering company shall not be included in the total amount mentioned in the preceding paragraph; If two or more independent directors are elected, the shareholding ratio of all directors other than independent directors shall be reduced to 80 percent.
(3) The Company has set up an audit committee, so there is no applicable legal number of shares held by supervisors.
The total number of issued shares of the Company is 77,084,120 shares, and the minimum number of shares (8%) held by all directors (excluding independent directors): 6,166,729 shares.
In accordance with Article 3 of the "Regulations Governing Information to be Published in the Shareholders' Meeting Agenda Handbook of Public Companies and Matters to be Followed", the number of shares held by the Company's individual and all directors as recorded in the shareholder register as of the book closure date of this shareholders' meeting (30 March 2024) is disclosed as follows:

Job title	Name	Date of election	Number of shares held	Shareholding Percentage
Chairman	Chicony Electronics Co., Ltd. Legal Representative: Lu, Chin-Chung	2021.08.23	31,155,440	40.42%
Director	Chen,Chiu-Lung	2021.08.23	625,591	0.81%
Director	Lee,Hui-Chin	2021.08.23	845,535	1.10%
Director	Li,Cih-Jing	2021.08.23	5,018,798	6.51%
Independent Director	Kuo,Tsung-Ming	2021.08.23	0	-
Independent Director	Hsieh,Wen-Chuan	2021.08.23	0	-
Independent Director	Lin,Kun-Cheng	2021.08.23	0	-
Total of all directors (excluding independent directors)			37,645,364	48.84%

Note: The total number of shares held by the Company's directors (excluding independent directors) has exceeded the statutory minimum number of shares required to be held.

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XAVi — AGM Information 2024

52328_rns_2024-06-07_2be8d8ec-3307-4b71-9030-75913a72a9bf.pdf

XAVi Technologies Corporation

Meeting Handbook

XAVi Technologies Corporation Table of Contents

XAVi Technologies Corporation

Procedure for the 2024 Annual Meeting of Shareholders

VIII. Questions and Motions

IX. Adjournment

XAVi Technologies Corporation Agenda of the 2024 Annual General Meeting of Shareholders

Management Presentations:

Report Items

1. 2023 Operation Results.

4. Other Reporting matters

Acknowledgement Items

Item 1: Recognition of the Company’s 2023 Business Report, Financial Statements and Loss Appropriation. (Proposed by the Board)

Election Items

Item 1: Election of the 11[th] Board of Directors. (Proposed by the Board)

Election results:

Other Resolutions

Item 1: Proposal to release non-compete clause for newly appointed directors and their representatives.

Questions and Motions

Adjournment

XAVi Technologies Corporation

2023 Business Report

1. 2023 performance

2. Profitability Analysis

2. Summary of Business Plan for 2024

6. Finance:

3. The future development strategy of the Company, the impact of the external competitive

environment, regulatory environment and overall business environment:

XAVi Technologies Corporation

Audit Committee’s Review Report

We hereby confirm

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for opinion

Key audit matters

Valuation of inventory

Description

How our audit addressed the matter

Recognition of sales revenue

Description

How our audit addressed the matter

Other matter – Parent company only financial reports

Responsibilities of management and those charged with governance for the consolidated financial statements

Auditors’ responsibilities for the audit of the consolidated financial statements

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2023 AND 2022

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2023 AND 2022

XAVI TECHNOLOGIES CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2023 AND 2022

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

Opinion

Basis for opinion

Key audit matters

－ Investments accounted for under equity method Valuation of inventory

Description

How our audit addressed the matter

Recognition of sales revenue

Description

How our audit addressed the matter

Responsibilities of management and those charged with governance for the parent company only financial statements

Auditors’ responsibilities for the audit of the parent company only financial statements

XAVI TECHNOLOGIES CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

XAVI TECHNOLOGIES CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

XAVI TECHNOLOGIES CO., LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022

XAVI TECHNOLOGIES CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022

XAVI TECHNOLOGIES CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2023 AND 2022

XAVI TECHNOLOGIES CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2023 AND 2022

XAVi Technologies Corporation

Procedural Rules of Board Meeting

During the proceedings of the board of directors, if the chairman cannot preside over the meeting or fails to announce the meeting in accordance with the second paragraph, the election of his proxy shall be subject to the provisions of Article 2, Paragraph 1.

21. The Rules of Procedure shall be implemented after approval by the Board of Directors of the Company. The same shall apply upon any amendment.

XAVi AGM Information 2024

`－` Investments accounted for under equity method Valuation of inventory