XAVi - AGM Information 2025 | FinancialReports.eu

Stock Code: 3447

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XAVi Technologies Corporation

XAVi Technologies Corp.

2025 Annual General Meeting

Meeting Handbook

Method of convening: physical shareholders' meeting Time and Date: 09:00 a.m., May 27: 2025 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. Report Items (1) 2024 Operation Results ................................................................................................ 3 (2) The Audit Committee’s Review Report on 2024 Financial Statements ...................... 3 (3) Report on the Distribution of Employee Compensation and Director Remuneration for the Year 2024 ............................................................................................................... 3 (4) Report on the Distribution of Cash Dividends for the Year 2024 .................................. 3 (5) Other reporting matters ................................................................................................ 3 2. Acknowledgement items (1) The company's 2024 business report, financial statements, and profit distribution approval. ........................................................................................................................ 4 3. Discussion Items (1) Discussion on the Amendment of the Company Articles of Association ...................... 4 (2) Discussion on the Amendment of “Procedures for Acquiring or Disposing of Assets” 5 4. Questions and Motions............................................................................................................ 5 III.Attachments 1. Business Report ..................................................................................................................... 6 2. The Audit Committee’ Review Report ................................................................................ 10 3. Accountant's Audit Report and Consolidated Financial Reports for the Year 2024 .............. 11 Accountant's Audit Report and Individual Financial Report for the Year 2024 .................... 24 4. 2024 Annual Profit Distribution Table ................................................................................ 37 5. Comparison Table of Amendments to the “Articles of Association” .................................... 38 6. Revised full text of the “Articles of Association” ............................................................... 41 7. Comparison Table of Amendments to the “Procedures for Acquisition or Disposal of Assets” ............................................................................................................................................... 49 8. Revised "Procedures for Acquiring or Disposing of Assets" Full Text................................. 50 IV. Appendix 1. Full text of the “Rules of Procedure for Shareholders Meetings” ...................................... 61 2. Full text of the “Articles of Association” before revision ..................................................... 72 3. Shareholding of Directors ................................................................................................... 80

XAVi Technologies Corporation

Procedure for the 2025 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. Discussion Items

VII. Questions and Motions

VIII. Adjournment

XAVi Technologies Corporation Agenda of the 2025 Annual General Meeting of Shareholders

Date: 9: 00 a.m., May 27, 2025

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

Report Items:

(1) 2024 Operation Results
(2) The Audit Committee’s Review Report on 2024 Financial Statements
(3) Report on the Distribution of Employee Compensation and Director Remuneration for the Year 2024
(4) Report on the Distribution of Cash Dividends for the Year 2024.
(5) Other reporting matters

Acknowledgement items

(1) The company's 2024 business report, financial statements, and profit distribution approval.

Discussion Items

(1) Discussion on the Amendment of the Company Articles of Association.
(2) Discussion on the Amendment of “Procedures for Acquiring or Disposing of Assets”

Questions and Motions

Adjournment

Report Items

1. 2024 Operation Results.

Description: For the 2024 Business Report, please refer to Attachment 1 on pages 6-9 of the Meeting Handbook.

2. The Audit Committee’s Review Report on the 2024 Financial Statements.

Description: For the Audit Committee’s review report, please refer to Attachment 2 on page 10 of the Meeting Handbook.

3. Report on the Distribution of Employee Compensation and Director Remuneration for the Year 2024.

Description:

(1) According to the Article 25 of the Company's Articles of Association: "The Company's annual profit before tax, after deducting employee remuneration and director remuneration, shall allocate no less than 12% for employee remuneration and no more than 1.5% for director remuneration."
(2) According to the above regulations, the company will allocate employee compensation NTD 14,943,385 and director compensation NTD 1,245,282 for the year 2024, which has been reviewed by the Compensation Committee on 27 February 2025 and approved by the Board of Directors, to be fully disbursed in cash.
(3) When there is a difference between the remuneration of employees and directors and the originally estimated amount, the difference shall be handled according to accounting estimates and recorded as profit or loss for the year 2025.

4. Report on the Distribution of Cash Dividends for the Year 2024.

Description:

(1) According to the provisions of the company's articles of association, the board of directors is authorized to resolve to distribute all or part of the dividends and bonuses in cash, and report to the shareholders' meeting.
(2) According to the board resolution passed on 27 February 2025, a cash dividend of NTD 61,864,896 will be distributed to shareholders, with a payment of NTD 0.8 per share. The cash dividend will be issued up to the amount of yuan (with amounts below yuan being discarded), and the total of any fractional amounts will be included in the company's other income.
(3) The Board of Directors has authorized the Chairman to determine the record date for dividend distribution and the date for cash dividend payment. If subsequent events such as the repurchase of the company's shares, employees exercising stock options to issue new shares, or the transfer or cancelation of treasury shares affect the number of shares outstanding, resulting in changes to the dividend rate for shareholders, the Chairman is fully authorized to handle these matters.

5. Other report items

N/A.

Acknowledgement items

Item 1: The company's 2024 business report, financial statements, and profit distribution approval. (Proposed by the Board)

Description:

(1) The company's business report for the year 2024, consolidated financial statements, individual financial reports, and profit distribution proposals have been approved by the Board of Directors and the audit committee has issued a review report, which is hereby submitted for recognition in accordance with the law.
(2) The above consolidated financial report and individual financial report were audited and certified by CPAs Liang Wua Ling and Liao Fu Ming of PricewaterhouseCoopers on 27 February 2025, and its content is consistent with the resolution passed by the Board of Directors.
(3) Please refer to pages 6 to 9 of the Meeting Handbook for the 2024 Annual Business Report, which includes the auditor's report and the consolidated financial statements as well as individual financial statements. For the earnings distribution table, please refer to page 37 of the Meeting Handbook.
(4) Please proceed to adopt.

Resolution:

Discussion Items

Item 1: Discussion on the Amendment of the Company Articles of Association. (Proposed by the Board)

Description:

(1) In accordance with the amendments to the relevant laws and regulations, it is proposed to amend the Articles of Association of the Company.
(2) Please refer to Attachment Five on pages 38 to 40 of the Meeting Hand book for the proposed amendments.
(3) For the full text of the revised company articles of Association, please refer to pages 41 to 48 of the Meeting Handbook, Attachment Six.
(4) Request for Discussion

Resolution:

Item 2: Discussion on the Amendment of “Procedures for Acquiring or Disposing of Assets” (Proposed by the Board)

Description:

(1) In line with operational needs, it is proposed to revise the company's "Procedures for Acquiring or Disposing of Assets".
(2) Please refer to Attachment Seven on page 49 of the Meeting Handbook for the proposed amendments.
(3) For the full text of the revised "Procedures for Acquiring or Disposing of Assets", please refer to pages 50 to 60 of the Meeting Handbook, Attachment Eight.
(4) Request for Discussion

Resolution:

Questions and Motions

Adjournment

Attachment 1

XAVi Technologies Corporation

2024 Business Report

1. Annual Operating performance

(1) 2024 Business Plan Implementation Results

The company's consolidated operating revenue for the year 2024 is NTD 2,558,314 thousand, a decline compared to the year 2023 10.8%; the net profit after tax is NTD 92,779 thousand, with an EPS of NTD 1.20. From the second half of 2024, revenue is expected to recover due to the easing of inventory adjustments on the customer side and contributions from new products, successfully turning losses into profits.

(2) Financial Highlights and Profitability Analysis
Financial Highlights

1. Financial Highlights	1. Financial Highlights
			Units: NTD thousands
Items	2024	2023	Increase (decrease) amount	Increase (decrease) ratio
Operating revenue	2,558,314	2,868,678	(310,364)	(10.8%)
Operating income	24,653	(90,367)	115,020	127.3%
Net income	92,779	(66,060)	158,839	240.4%
Total assets, ending balance	3,123,298	2,551,206	572,092	22.42%
Total shareholders' equity,endingbalance	1,229,403	1,089,434	139,969	12.85%

2. Profitability Analysis

2. ProfitabilityAnalysis
Items	2024	2023	Increase (decrease) ratio
Return on assets(%)	3.47%	(1.74%)	299.4%
Return on shareholders' equity (%)	8.00%	(5.47%)	246.3%
Pre-tax income as a percentage of share capital at endingbalance(%)	15.36%	(5.85%)	362.6%
Operating profit margin(%)	0.96%	(3.15%)	130.5%
Net margin(%)	3.63%	(2.30%)	257.8%
Earningsper share after tax(NTD)	1.20	(0.86)	239.5%

(3) Research and development

The company invested research and development expenses NTD 145,628 thousand in the year 2024, used for developing new products, researching automation equipment, and improving processes. In view of the continuous innovation in the specifications of the internet communication market, our company continues to launch products related to Wifi 7, XGS-PON, switches, and artificial intelligence Internet of Things applications. Under the differentiated strategy for product development, we have integrated capabilities in hardware, software, and structural design for products such as optical fiber broadband communication, wireless local area networks, and smart home systems to meet market demands.

Attachment 1

2. Summary of Business Plan for 2025

(1) 2025 Business Target and Business Outlook

In the fiscal year 2025, in addition to continuously reducing costs, implementing automation to enhance production efficiency, and maintaining stable growth, the company will focus on the development of next-generation network communication, AI education and entertainment devices, security monitoring, and military-grade communication products. Furthermore, it will expand its production base in Southeast Asia to diversify production risks and attract a more diverse customer base. It is estimated that product shipments will exceed 3.5 million units.

(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 demands, and actively explore new products in broadband communications, Wifi 7, smart home and the 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 in broadband communication, Wifi 7, smart homes, and the Internet of Things to achieve economies of scale targets.
(4) Control the quality of accounts receivable customers.
Research and development:
(1) Cooperate with internationally renowned software and hardware suppliers to jointly develop innovative products with patent value.
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Attachment 1

(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 company's overall budget, accounts receivable collection status, inventory, and cash turnover days.

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

  - (3) In response to the implementation of the global minimum tax regime and in accordance with the tax laws of various countries, optimal tax planning will be conducted 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 global professional manufacturer of broadband communication and smart home products.
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.
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Attachment 1

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

environment, regulatory environment and overall business environment:

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: Lu, Chin-Chung Chief Executive Officer: Chen, Chiu-Lung Chief Finance Officer: Lin, Hsin-Tai

Attachment 2

XAVi Technologies Corporation

Audit Committee’s Review Report

We hereby confirm

The Board of Directors prepared the Company's 2024 Business Report, Financial Statements, and Profit Distribution; 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 Profit Distribution 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:

2025 Shareholders Annual General Meeting of XAVi Technologies Corporation

Audit Committee Convener: Mr. Wang, Hui-Hsien

February 27, 2025

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Attachment 3

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of Xavi Technologies Corporation

Opinion

We have audited the accompanying consolidated balance sheets of Xavi Technologies Corporation and its subsidiaries (the “Group”) as at December 31, 2024 and 2023, 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, 2024 and 2023, 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.

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.

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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 2024 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 2024 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.

The Group’s main inventories are broadband network application products and smart home 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.
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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.

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 and assessed the internal control procedures for the customers and selected samples from the top ten customers to verify the effectiveness of internal controls over sales revenue recognition.
Performed substantive tests by selecting samples of sales revenue transactions from the top ten customers, to ascertain the appropriateness of sales revenue.
Checked and assessed whether there were any unusual significant sales returns and discounts after the balance sheet date.
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Other matter – Parent company only financial reports

We have audited and expressed an unmodified opinion on the parent company only financial statements of Xavi Technologies Corporation as at and for the years ended December 31, 2024 and 2023.

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.

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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.

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.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient 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.

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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 February 27, 2025

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.

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.

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XAVI TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

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December 31, 2024 December 31, 2023
Assets Notes AMOUNT % AMOUNT %
Current assets
1100 Cash and cash equivalents 6(1) $ 881,229 28 $ 759,594 30
1110 Financial assets at fair value through 6(2)
profit or loss - current 31,193 1 43,303 2
1170 Accounts receivable, net 6(3) 708,633 23 311,433 12
1180 Accounts receivable - related parties 7 83,331 2 16,318 1
1200 Other receivables 224,643 7 209,669 8
1210 Other receivables - related parties 7 527 - - -
130X Inventories 6(4) 804,933 26 810,114 32
1410 Prepayments 117,301 4 84,560 3
1470 Other current assets 8 4,705 - 3,233 -
11XX Total current assets 2,856,495 91 2,238,224 88
Non-current assets
1510 Financial assets at fair value through 6(2)
- -
profit or loss - non-current 4,590 5,460
1600 Property, plant and equipment, net 6(5) 231,195 7 249,870 10
1755 Right-of-use assets 6(6) 14,986 1 36,590 1
1780 Intangible assets 2,304 - 2,011 -
1840 Deferred income tax assets 6(20) 909 - 12,656 1
1900 Other non-current assets 6(9) and 8 12,819 1 6,395 -
15XX Total non-current assets 266,803 9 312,982 12
1XXX Total assets $ 3,123,298 100 $ 2,551,206 100
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(Continued)

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XAVI TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

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December 31, 2024 December 31, 2023
Liabilities and Equity Notes AMOUNT % AMOUNT %
Current liabilities
2100 Short-term borrowings 6(7) $ 169,205 5 $ 432,000 17
2120 Financial liabilities at fair value 6(2)
through profit or loss - current 1,100 - 10,431 1
2130 Contract liabilities - current 6(14) 390,396 13 133,383 5
2150 Notes payable 4,000 - 2,587 -
2170 Accounts payable 698,641 22 382,705 15
2180 Accounts payable - related parties 7 - - 2,698 -
2200 Other payables 6(8) 483,594 16 388,740 15
2220 Other payables - related parties 7 101,373 3 30,115 1
2230 Income tax liabilities 21,454 1 37,225 2
2280 Lease liabilities - current 7 8,861 - 21,568 1
2300 Other current liabilities 4,857 - 4,798 -
21XX Total current liabilities 1,883,481 60 1,446,250 57
Non-current liabilities
2570 Deferred tax liabilities 6(20) 4,126 - 253 -
2580 Lease liabilities - non-current 7 6,288 1 15,269 -
25XX Total non-current liabilities 10,414 1 15,522 -
2XXX Total liabilities 1,893,895 61 1,461,772 57
Equity
Share capital 6(11)
3110 Common stock 773,101 25 769,956 30
3140 Advance receipts for share capital 282 - 778 -
Capital surplus 6(12)
3200 Capital surplus 186,322 6 184,807 8
Retained earnings 6(13)
3310 Legal reserve 58,298 2 58,298 2
3320 Special reserve 32,872 1 32,474 1
3350 Unappropriated retained earnings 174,756 5 75,993 3
Other equity interest
3400 Other equity interest 3,772 - ( 32,872) ( 1)
31XX Equity attributable to owners of
the parent 1,229,403 39 1,089,434 43
3XXX Total equity 1,229,403 39 1,089,434 43
Significant contingent liabilities and 9
unrecognised contract commitments
Significant events after the balance 11
sheet date
3X2X Total liabilities and equity $ 3,123,298 100 $ 2,551,206 100
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The accompanying notes are an integral part of these consolidated financial statements.

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XAVI TECHNOLOGIES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2024 AND 2023

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

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Year ended December 31
2024 2023
Items Notes AMOUNT % AMOUNT %
4000 Sales revenue 6(14) and 7 $ 2,558,314 100 $ 2,868,678 100
5000 Operating costs 6(4)(18)(19) and
7 ( 2,259,136)( 88)( 2,638,896)( 92)
5900 Net operating margin 299,178 12 229,782 8
Operating expenses 6(18)(19) and 7
6100 Selling expenses ( 63,941)( 2)( 70,979)( 2)
6200 General and administrative
expenses ( 74,328)( 3)( 100,043)( 4)
6300 Research and development
expenses ( 145,628)( 6)( 143,293)( 5)
6450 Expected credit gain (loss) 12(2) 9,372 - ( 5,834) -
6000 Total operating expenses ( 274,525)( 11)( 320,149)( 11)
6900 Operating profit (loss) 24,653 1 ( 90,367)( 3)
Non-operating income and
expenses
7100 Interest income 6(15) 32,714 1 17,546 1
7010 Other income 6(16) and 7 7,191 - 8,933 -
7020 Other gains and losses 6(17) 61,150 2 30,205 1
7050 Finance costs 7 ( 6,986) - ( 11,386) -
7000 Total non-operating income
and expenses 94,069 3 45,298 2
7900 Profit (loss) before income tax 118,722 4 ( 45,069)( 1)
7950 Income tax expense 6(20) ( 25,943)( 1)( 20,991)( 1)
8200 Profit (loss) for the year $ 92,779 3 ($ 66,060)( 2)
Other comprehensive income
Components of other
comprehensive income that will
not be reclassified to profit or
loss
8311 Remeasurements of defined 6(9)
benefit plan $ 6,382 - $ 389 -
Components of other
comprehensive income that will
be reclassified to profit or loss
8361 Financial statements translation
differences of foreign operations 36,644 2 ( 398) -
8300 Total other comprehensive
income (loss)for the year $ 43,026 2 ($ 9) -
8500 Total comprehensive income
(loss) for the year $ 135,805 5 ($ 66,069)( 2)
Profit (loss) attributable to:
8610 Owners of the parent $ 92,779 3 ($ 66,060)( 2)
Comprehensive income (loss)
attributable to:
8710 Owners of the parent $ 135,805 5 ($ 66,069)( 2)
Earnings (loss) per share (in NTD 6(21)
dollars)
9750 Basic earnings (loss) per share $ 1.20 ($ 0.86)
9850 Diluted earnings (loss) per share $ 1.20 ($ 0.86)
----- End of picture text -----

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

20 -

XAVI TECHNOLOGIES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

Equity attributable to owners of the parent

==> picture [782 x 326] intentionally omitted <==

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

Share Capital Retained Earnings
Financial
statements
translation
Advance receipts Unappropriated differences of
Notes Common stock for share capital Capital surplus Legal reserve Special reserve retained earnings foreign operations Total equity
2023
Balance at January 1, 2023 $ 768,196 $ - $ 182,925 $ 31,991 $ 75,872 $ 301,258 ($ 32,474 ) $ 1,327,768
- - - - - -
Loss for the year ( 66,060) ( 66,060 )
Other comprehensive income (loss) 6(9)
for the year - - - - - 389 ( 398 ) ( 9 )
- - - - -
Total comprehensive loss ( 65,671) ( 398 ) ( 66,069 )
Appropriations of 2022 earnings 6(13)
- - - - - -
Legal reserve 26,307 ( 26,307)
- - - - - -
Special reserve ( 43,398) 43,398
Cash dividends - - - - - ( 176,685) - ( 176,685 )
- - - - - -
Share-based payments 6(10) 1,284 1,284
Exercise of employee share options 6(11) 1,760 778 598 - - - - 3,136
Balance at December 31, 2023 $ 769,956 $ 778 $ 184,807 $ 58,298 $ 32,474 $ 75,993 ($ 32,872 ) $ 1,089,434
2024
Balance at January 1, 2024 $ 769,956 $ 778 $ 184,807 $ 58,298 $ 32,474 $ 75,993 ($ 32,872 ) $ 1,089,434
- - - - - -
Profit for the year 92,779 92,779
Other comprehensive income for the 6(9)
- - - - -
year 6,382 36,644 43,026
- - - - -
Total comprehensive income 99,161 36,644 135,805
Appropriation of 2023 earnings 6(13)
Special reserve - - - - 398 ( 398) - -
Share-based payments 6(10) - - 446 - - - - 446
- - - -
Exercise of employee share options 6(11) 3,145 ( 496 ) 1,069 3,718
Balance at December 31, 2024 $ 773,101 $ 282 $ 186,322 $ 58,298 $ 32,872 $ 174,756 $ 3,772 $ 1,229,403
----- End of picture text -----

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

21 -

XAVI TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit (loss) before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation
Amortization
Expected credit (gain) loss
Net loss (gain) 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
Interest expense
Interest income
Dividend income
Share-based payments
Loss (gain) on disposal of property, plant and
equipment
Gain on lease modification
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 generated from operations
Interest received
Dividends received
Interest paid
Income tax paid
Net cash flows from operating activities Year ended December 31
Notes
2024
2023
$
118,722
($
45,069 )
6(5)(6)(18)
91,789
92,252
6(18)
2,293
2,766
12(2)
(
9,372 )
5,834
6(2)(17)
15,660
(
17,973 )
6(2)(17)
(
12,646 ) (
6,683 )
6,986
11,386
6(15)
(
32,714 ) (
17,546 )
6(16)
(
1,231 ) (
438 )
6(10)
446
1,284
6(17)
159
(
124 )
6(6)
(
1 )
-
629
3,398
-
107
(
387,828 )
1,137,115
(
63,112 )
20
(
1,906 )
3,568
(
527 )
17
47,315
761,926
(
31,002 ) (
11,806 )
(
1,353 )
13,964
250,931
(
119,699 )
1,317
(
5,924 )
293,878
(
854,955 )
(
2,740 ) (
6,191 )
88,121
(
73,694 )
66,665
18,845
19
(
2,433 )
(
61 ) (
55 )
440,437
889,892
32,714
17,546
1,231
438
(
6,750 ) (
11,900 )
(
27,317) (
19,390 )
440,315
876,586

(Continued)

22 -

XAVI TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through profit
or loss - others
Proceeds from disposal of financial assets 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 in refundable deposits
(Increase) decrease in other non-current assets
Net cash flows (used in) from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings
Payments of lease liabilities
Cash dividends paid
Exercise of employee share options
Net cash flows used in 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 Year ended December 31
Notes
2024
2023
$
-
($
3 )
-
62,937
6(5)
(
40,369 ) (
53,275 )
3,233
3,994
(
2,466 ) (
1,306 )
105
96
(
61 )
83
(
39,558 )
12,526
6(22)
(
262,887 ) (
148,000 )
6(22)
(
21,734 ) (
21,496 )
6(13)
-
(
176,685 )
3,718
3,136
(
280,903 ) (
343,045 )
1,781
(
6,165 )
121,635
539,902
6(1)
759,594
219,692
6(1)
$
881,229
$
759,594

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 Corporation

Opinion

We have audited the accompanying parent company only balance sheets of XAVi Technologies Corporation (the “Company”) as at December 31, 2024 and 2023, 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, 2024 and 2023, 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 2024 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 2024 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 Broadband network application products and smart home 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 and assessed the internal control procedures for the customers and selected samples from the top ten customers to verify the effectiveness of internal controls over sales revenue recognition.
26 -
Performed substantive tests by selecting samples of sales revenue transactions from the top ten customers, to ascertain the appropriateness of sales revenue.
Checked and assessed whether there were any unusual significant 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 February 27, 2025

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.

30 -

XAVI TECHNOLOGIES CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

==> picture [518 x 530] intentionally omitted <==

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

December 31, 2024 December 31, 2023
Assets Notes AMOUNT % AMOUNT %
Current assets
1100 Cash and cash equivalents 6(1) $ 774,021 28 $ 618,363 25
1110 Financial assets at fair value through 6(2)
profit or loss - current 31,193 1 43,303 2
1170 Accounts receivable, net 6(3) 708,633 25 311,433 13
1180 Accounts receivable - related parties 7 - - 129 -
1200 Other receivables 7,790 - 9,173 -
1210 Other receivables - related parties 7 380,311 14 186,482 8
130X Inventories 6(4) 49,134 2 63,877 3
1410 Prepayments 7 46,859 2 549,596 22
11XX Total current assets 1,997,941 72 1,782,356 73
Non-current assets
1510 Financial assets at fair value through 6(2)
- -
profit or loss - non-current 4,590 5,460
1550 Investments accounted for under 6(5)
equity method 721,755 26 610,499 25
1600 Property, plant and equipment, net 6(6) 5,444 - 7,258 -
1755 Right-of-use assets 6(7) 14,986 1 23,991 1
1780 Intangible assets 1,339 - 1,308 -
1840 Deferred income tax assets 6(21) 909 - 12,656 1
1900 Other non-current assets 6(10) and 8 12,243 1 5,800 -
15XX Total non-current assets 761,266 28 666,972 27
1XXX Total assets $ 2,759,207 100 $ 2,449,328 100
----- End of picture text -----

(Continued)

31 -

XAVI TECHNOLOGIES CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

==> picture [522 x 601] intentionally omitted <==

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

December 31, 2024 December 31, 2023
Liabilities and Equity Notes AMOUNT % AMOUNT %
Current liabilities
2100 Short-term borrowings 6(8) $ 150,000 5 $ 432,000 18
2120 Financial liabilities at fair value 6(2)
through profit or loss - current 865 - 10,431 -
2130 Contract liabilities - current 6(15) 390,320 14 133,309 6
2180 Accounts payable - related parties 7 127,593 5 - -
2200 Other payables 6(9) 489,505 18 413,163 17
2220 Other payables - related parties 7 345,068 13 324,809 13
2230 Income tax liabilities 3,331 - 17,810 1
2280 Lease liabilities - current 7 8,861 - 8,781 -
2300 Other current liabilities 3,847 - 4,069 -
21XX Total current liabilities 1,519,390 55 1,344,372 55
Non-current liabilities
2570 Deferred tax liabilities 6(21) 4,126 - 253 -
2580 Lease liabilities - non-current 7 6,288 - 15,269 1
25XX Total non-current liabilities 10,414 - 15,522 1
2XXX Total liabilities 1,529,804 55 1,359,894 56
Equity
Share capital 6(12)
3110 Common stock 773,101 28 769,956 31
3140 Advance receipts for share capital 282 - 778 -
Capital surplus 6(13)
3200 Capital surplus 186,322 7 184,807 8
Retained earnings 6(14)
3310 Legal reserve 58,298 2 58,298 2
3320 Special reserve 32,872 1 32,474 1
3350 Unappropriated retained earnings 174,756 7 75,993 3
3400 Other equity interest 3,772 - ( 32,872) ( 1)
3XXX Total equity 1,229,403 45 1,089,434 44
Significant contingent liabilities and 9
unrecognised contract commitments
Significant events after the balance 11
sheet date
3X2X Total liabilities and equity $ 2,759,207 100 $ 2,449,328 100
----- End of picture text -----

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

32 -

XAVI TECHNOLOGIES CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2024 AND 2023

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

==> picture [525 x 622] intentionally omitted <==

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

Year ended December 31
2024 2023
Items Notes AMOUNT % AMOUNT %
4000 Sales revenue 6(15) $ 2,454,937 100 $ 2,840,779 100
5000 Operating costs 6(4) and 7 ( 2,248,620)( 92)( 2,581,391)( 91)
5900 Net operating margin 206,317 8 259,388 9
Operating expenses 6(19)(20) and 7
6100 Selling expenses ( 50,185)( 2)( 56,233)( 2)
6200 General and administrative
expenses ( 69,253)( 3)( 65,053)( 2)
6300 Research and development
expenses ( 140,273)( 6)( 135,047)( 5)
6450 Expected credit gain (loss) 12(2) 9,013 1 ( 8,938) -
6000 Total operating expenses ( 250,698)( 10)( 265,271)( 9)
6900 Operating loss ( 44,381)( 2)( 5,883) -
Non-operating income and
expenses
7100 Interest income 6(16) 34,925 2 19,298 1
7010 Other income 6(17) and 7 1,772 - 2,203 -
7020 Other gains and losses 6(18) 47,540 2 33,229 1
7050 Finance costs ( 6,069) - ( 11,190)( 1)
7070 Share of profit (loss) of 6(5)
subsidiaries, associates and joint
ventures accounted for using
equity method, net 74,612 3 ( 93,964)( 3)
7000 Total non-operating income
and expenses 152,780 7 ( 50,424)( 2)
7900 Profit (loss) before income tax 108,399 5 ( 56,307)( 2)
7950 Income tax expense 6(21) ( 15,620)( 1)( 9,753) -
8200 Profit (loss) for the year $ 92,779 4 ($ 66,060)( 2)
Other comprehensive income
Components of other
comprehensive income that will
not be reclassified to profit or
loss
8311 Remeasurements of defined 6(10)
benefit plan $ 6,382 - $ 389 -
Components of other
comprehensive income that will
be reclassified to profit or loss
8361 Financial statements translation
differences of foreign operations 36,644 2 ( 398) -
8300 Other comprehensive income
(loss) for the year $ 43,026 2 ($ 9) -
8500 Total comprehensive income
(loss) for the year $ 135,805 6 ($ 66,069)( 2)
Earnings (loss) per share (in NT
dollars)
9750 Basic earnings (loss) per share 6(22) $ 1.20 ($ 0.86)
9850 Diluted earnings (loss) per share 6(22) $ 1.20 ($ 0.86)
----- End of picture text -----

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

33 -

XAVI TECHNOLOGIES CORPORATION PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

2023 Balance at January 1, 2023 Loss for the year Other comprehensive income (loss) for the year 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 2024 Balance at January 1, 2024 Profit for the year Other comprehensive income for the year Total comprehensive income Appropriation of 2023 earnings Special reserve Share-based payments Exercise of employee share options Balance at December 31, 2024	Notes 6(10) 6(14) 6(11) 6(12) 6(10) 6(14) 6(11) 6(12)		Share Capital	Share Capital		Capital surplus `$` `182,925` `-` `-` `-` `-` `-` `-` `1,284` `598` `$` `184,807` `$` `184,807` `-` `-` `-` `-` `446` `1,069` `$` `186,322`			Retained Earnings
			Common stock `$` `768,196` `-` `-` `-` `-` `-` `-` `-` `1,760` `$` `769,956` `$` `769,956` `-` `-` `-` `-` `-` `3,145` `$` `773,101`	Advance receipts for share capital `$` `-` `-` `-` `-` `-` `-` `-` `-` `778` `$` `778` `$` `778` `-` `-` `-` `-` `-` `(` `496 )` `$` `282`				Legal reserve `$` `31,991` `-` `-` `-` `26,307` `-` `-` `-` `-` `$` `58,298` `$` `58,298` `-` `-` `-` `-` `-` `-` `$` `58,298`	Special reserve `$` `75,872` `-` `-` `-` `-` `(` `43,398 )` `-` `-` `-` `$` `32,474` `$` `32,474` `-` `-` `-` `398` `-` `-` `$` `32,872`

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

34 -

XAVI TECHNOLOGIES CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit (loss) before tax
Adjustments
Adjustments to reconcile profit (loss)
Depreciation
Amortization
Expected credit (gain) loss
Net loss (gain) on financial assets and liabilities at fair
value through profit or loss - others
Net gain on financial assets at fair value through
profit or loss - derivative instruments
Interest expense
Interest income
Dividend income
Share-based payments
Share of profit or loss of subsidiaries, associates and
joint ventures accounted for using equity method
Gain on disposal of property, plant and equipment
Gain on lease modification
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 generated from operations
Interest received
Dividends received
Interest paid
Income tax paid
Net cash flows from operating activities Year ended December 31
Notes
2024
2023
$
108,399
($
56,307 )
6(6)(7)(19)
12,850
14,348
6(19)
1,616
888
12(2)
(
9,013 )
8,938
6(2)(18)
15,660
(
17,973 )
6(2)(18)
(
9,853 ) (
7,906 )
6,069
11,190
6(16)
(
34,925 ) (
19,298 )
6(17)
(
1,231 ) (
438 )
6(11)
446
1,284
6(5)
(
74,612 )
93,964
6(18)
-
(
253 )
6(7)
(
1 )
-
(
2,393 )
4,621
(
388,187 )
1,134,011
129
4,056
1,383
6,891
(
115,739 ) (
613 )
14,743
130,872
502,737
(
350,402 )
257,011
(
119,203 )
127,593
-
76,533
(
51,145 )
(
591 )
15,106
(
222 ) (
1,943 )
(
61 ) (
55 )
488,341
800,633
34,925
19,298
1,231
438
(
6,260 ) (
11,703 )
(
14,478 ) (
15,330 )
503,759
793,336

(Continued)

35 -

XAVI TECHNOLOGIES CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2024 AND 2023

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through profit
or loss - others
Proceeds from disposal of financial assets 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 in refundable deposits
Increase in other non-current assets
Net cash flows (used in) from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings
Increase (decrease) in other payables to related parties
Payments of lease liabilities
Cash dividends paid
Exercise of employee share options
Net cash flows used in 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 Year ended December 31
Notes
2024
2023
$
-
($
3 )
-
62,937
(
78,090 ) (
32,205 )
6(6)
(
2,184 ) (
1,336 )
-
797
(
1,647 ) (
1,062 )
-
(
16 )
-
(
1 )
(
81,921 )
29,111
6(23)
(
282,000 ) (
148,000 )
6(23)
20,850
(
6,396 )
6(23)
(
8,748 ) (
8,870 )
6(14)
-
(
176,685 )
3,718
3,136
(
266,180 ) (
336,815 )
155,658
485,632
6(1)
618,363
132,731
6(1)
$
774,021
$
618,363

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

36 -

Attachment 4

XAVi Technologies Corporation

2024 Earnings Distribution table


	Units: NTD$

Item	Amount
Retained earnings after adjustment at the beginning of
	75,595,377)
the period (note 1)

Add: 2024 retained earnings adjustment (note 2)	6,381,974)
Distributable earnings of the fiscal year
Add:2024 net profits after tax	92,779,298
Less: Legal reserves set aside	( 9,916,127)
Add:Reverse of Special reserve (note 3)	27,199,905
Distributable retained earnings as of the end of the
	$ 192,040,427
year

Cash dividends for shareholders NT$0.8 (note 4)	($ 61,864,896)
Undistributed earnings by the end of the period	$ 130,175,531)
Note:

1. It refers to the retained earnings after the 2023 Loss Appropriation. approved by the
2024 Shareholders’ Meeting.
2. Refers to the adjustment of retained earnings due to the actuarial benefits of the
defined benefit plan during the financial year 2024.
3. The special reserve set aside due to the accumulated conversion adjustment being a
negative figure from previous years before the reversal.
4. Total number outstanding shares is 77,331,120 shares. 5. Cash dividend distribution was approved by the board meeting and will be presented in the shareholders’ meeting.

Chairman: Roger Lu Manager: Tony Chen Accounting Officer: Ted Lin

37 -

Attachment 5

Comparison Table for the original articles and amendments of “Company Articles of Association”:

Session	Original Article	Amended Articles	Explanation
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	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. Shareholders of the Company shall exercise their voting rights at the shareholders' meeting by electronic or written means. 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.	Revision of text based on practical operations.
	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.
17	The Company shall appoint 5 to 7 directorswith the term of office of 3 yearsand the shareholders' meetingshall 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.	The Company shall appoint 5 to 7 directors,adopting a candidate nomination system, with the shareholders' meeting appointing	Make appropriate revisions to the text and incorporate Article 17(3) into this article.
		directors from the list of candidates for directors and independent directors. The term of office is three years,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.
17-1	The Companymayappoint independent directors from the number of directors referred to above. The numberof independent directors on the listshall 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	The CompanyShallappoint independent directors from the number of directors referred to above. The number shall not be less than three and shall not be less than one-fifth of the total number of directors. 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.	Make appropriate revisions to the text.
	nominated candidate list.The requirements for professional qualifications, shareholdings, part-time constraints,the

38 -

Attachment 5

	nomination and election, and other binding matters for independent directors shall be handled in accordance with the governing regulations of the securities competent authority.
17-3	After the Company's stock is listed in TWSE, the election of directors shall adopt the candidate nominationsystem, and related matters shall be handled in accordance with the laws and regulations.		Incorporate into Article 17(1) and make appropriate revisions to the text.
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-mailorfax.	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, faxor by other electronic means.	Revision of text based on practical operations.
22	The remuneration to all Directors shall be determined based ontheir level of participation and value to the operation of the Company and by referencingindustry practice. The Board of Directors is authorized to determine the remuneration.	The remuneration to all Directors, having been reviewed and approved by the Compensation Committee, shall be determined by the Board of Directors based on the extent of each director's participation and value to the operation of the Company,taking into account industry standards.	Make appropriate revisions to the text.
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 upthe	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. In the aforementioned employee remuneration amount, no less than 3% should be allocated to grassroots employees. Grassroots employees refer to	In accordance with the newly added provisions under Article 14 of the Securities and Exchange Act and the amendments made pursuant to the FSC letter No. 1130385442 dated November 8, 2024, the wording has been revised as

39 -

Attachment 5

	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.	those whose salary level is below the salary level defined for grassroots employees in the "Measures for Salary Cost Increase Deduction for SMEs". 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. The distribution of employee compensation and director remuneration shall be resolved by	appropriate based on practical operations.
		the board of directors and reported to the shareholders' meeting.
28	[Omitted]	[Omitted] The 22nd amendment was made on 27 May 2025.	Add the date of this amendment.

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Attachment 6

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

41 -

Attachment 6

		branches may be established domestically or overseas.
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	TheCompany'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 beissued 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 stockoption 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 pricelower 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	Forthe 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

42 -

Attachment 6

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 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 beselected
		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 theCompany 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.

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Attachment 6

Shareholders of the Company shall exercise their voting rights at the shareholders' meeting by electronic or written means. 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 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

Article 17 The Company shall appoint 5 to 7 directors, adopting a candidate nomination system, with the shareholders' meeting appointing directors from the list of candidates for directors and independent directors. The term of office is three years, 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 Shall appoint independent directors from the number of directors referred to above. The number shall not be less than three and shall not be less than one-fifth of the total number of directors. 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.
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Attachment 6

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 shallbe 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
		Exchange Act. The Audit Committee shall be composed of all of theindependent
		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,
		faxor by other electronic means.

45 -

Attachment 6

Article	22	The remuneration to all Directors,having been reviewed and approved by the
		Compensation Committee, shall be determined by the Board of Directors based on
		the extent of each director's participation and value to the operation of the Company,
		taking into account industry standards.
		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 fiscalyear 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.
		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.
		In the aforementioned employee remuneration amount, no less than 3% should be
		allocated to grassroots employees. Grassroots employees refer to those whose
		salary level is below the salary level defined for grassrootsemployees in the
		"Measures for Salary Cost Increase Deduction for SMEs". 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 controllingor 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.
		The distribution of employee compensationand director remuneration shall be
		resolved by the board of directors and reported to the shareholders' meeting.

46 -

Attachment 6

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 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.

47 -

Attachment 6

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. The 22nd amendment was made on 27 May 2025.

48 -

Attachment 7

Comparison Table for the original articles and amendments of “Procedures for Acquiring or Disposing

of Assets”:

Session	Original Article	Amended Articles	Explanation
7	Investment in real estate and its usage rights not for business use or the quota of securities. I.To invest in real estate and its usage rights or securities not for business use, prior approval from the Chairman of the Company is required. II.The total amount for purchasing real estate and its usage rights not for business use, or for long-term and short-term investment securities, shall not exceed the total paid-in capital of the company.Among these, the amount invested in individual short-term investment securities or individual real estate and its usage rights shall	(1)Investment in real estate and its usage rights not for business use or the quota of securities. I.To invest in real estate and its usage rights or securities not for business use, prior approval from the Chairman of the Company is required. II.The total amount of real estate and its usage rights assets purchased bythe company and its subsidiariesshall not exceed the total paid-in capital of the company. III.The total amount of securities investment of the Company shall not exceed its net asset value; the total amount of securities investment of each subsidiary of the Company shall not exceed sixty percent of the net	Use the percentage of the company's networth as the standard for calculating the investment limit for securities.
	each not exceed fifty percent of	asset value of the Company. IV.The amount invested by the company in individual securities shall not exceed forty percent of its net asset value; the amount invested by each subsidiary of the
	the company's total paid-in capital; the amount invested in
	individual long-term investment securities shall not exceed eighty percent of the company's total paid-in capital. (2) The subsidiary intends to invest in real estate and its usage rights assets or securities not for business use, which must be approved by the chairman of the company.Investment limit as stipulated in the second paragraph of this article.
		company in individual securities shall not exceed forty percent of the company's net asset value. V.The aforementioned net asset value is based on the most recent report certified by the accountant. (2) The subsidiary intends to invest in real estate and its usage rights assets or securities not for business use, which must be approved by the chairman of the company.
14	The Rules were adopted on 28 May 2004. These Rules were last amended on9 June 2022.	The Rules were adopted on 28 May 2004. These Rules were last amended on 27 May 2025.	Update the date of the most recent revision.

49 -

Attachment 8

XAVi Technologies Corporation

Procedures for Acquiring or Disposing of Assets

Purpose and Legal Basis

To strengthen the asset management of the company or its subsidiaries (hereinafter referred to as "subsidiaries") as determined by the financial reporting standards for securities issuers, and to implement information disclosure, this procedure is established in accordance with Article 36-1 of the Securities Exchange Act and the "Guidelines for the Acquisition or Disposal of Assets by Public Companies" promulgated by the Financial Supervisory Commission.

The scope of assets referred to in this procedure is as follows.
(1) The scope of assets referred to in this procedure is as follows.
(2) Real estate (including land, buildings, and investment properties) and equipment
(3) Membership Card
(4) Intangible assets (including patents, copyrights, trademarks, licenses, etc.)
(5) Right-of-use asset
(6) Debt claims of financial institutions (including accounts receivable, foreign exchange discounting and loans, collection of receivables)
(7) Derivative Products
(8) Assets acquired or disposed of through legal mergers, divisions, acquisitions, or share transfers.
(9) Other Important Assets

The acquisition or disposal of derivative products shall be handled in accordance with the procedures for derivative product transactions conducted by the Company or its subsidiaries.

Acquisition or Disposal of Asset Evaluation and Operating Procedures
(1) Investment in Long-term and Short-term Securities
- I.Long-term investments are proposed by the financial accounting unit, which submits a report on investment benefits and risk assessments. According to the authority standards stipulated in the company's or its subsidiaries' "Investment Cycle Management Regulations," these proposals are to be submitted for approval by the company's chairman or board of directors. Short-term investments are handled by the finance and accounting unit according to the "approval authority" regulations of the company or its subsidiaries. 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.
- II. Investments in short-term and long-term securities shall be reasonably valued in accordance with the International Financial Reporting Standards applicable to the
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Attachment 8

Company or its subsidiaries. All securities certificates must be registered by the accounting unit and then submitted for centralized custody or stored in a safe.

(2) Real estate or equipment
I. When acquiring or disposing of assets, the relevant regulations such as the "Approval Authority" of the company or its subsidiaries, the management methods for real estate, factories and equipment, and property management should be followed. Relevant documents or investment costs and evaluation reports must be provided, along with the valuation report required under Article 4 of this procedure, and actions should be taken after approval.
II. The human resources department should regularly review the book value of all acquired real estate and equipment to ensure that it is within the insurance coverage limit, and adjust the insurance coverage limit as necessary.
(3) Membership certificates and intangible assets such as patents, copyrights, trademarks, and licenses.
I. When acquiring or disposing of assets, the relevant documentation, rights certificates, and benefit analysis reports should be prepared in accordance with the "Approval Authority" regulations of the company or its subsidiaries, and actions should be taken after obtaining approval.
II. Investments in membership certificates and intangible assets shall be reasonably valued in accordance with the applicable International Financial Reporting Standards of the Company or its subsidiaries. All types of certificates of rights, contracts, and vouchers shall be registered by the finance and accounting unit and stored in a safe.
(4) Assets acquired or disposed of due to mergers, splits, acquisitions, or share transfers.
I. When acquiring or disposing of assets, it is necessary to first obtain an opinion from an accountant, lawyer, or securities underwriter regarding the reasonableness of the share exchange ratio, purchase price, or cash or other assets distributed to shareholders. This should then be drafted by the finance and accounting department and submitted to the board of directors for discussion and approval. However, the company may merge with subsidiaries that directly or indirectly hold one hundred percent of the issued shares or total capital, or may merge between subsidiaries that directly or indirectly hold one hundred percent of the issued shares or total capital, without obtaining a fairness opinion issued by the aforementioned expert.
II. The company and its publicly listed subsidiaries participating in a merger, division, or acquisition shall prepare a public document for shareholders detailing the important terms and related matters of the merger, division, or acquisition prior to the shareholders' meeting. This document shall be delivered to shareholders along with the expert opinions from the first clause and the notice of the shareholders' meeting, serving as a reference for whether to agree to the merger, division, or acquisition. However, those matters regarding mergers, divisions, or acquisitions that are exempt from convening a shareholders' meeting according to other legal provisions are not subject to this limitation.
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Attachment 8

  - III. After the shareholders' meeting resolution is passed, the finance and accounting unit should handle the relevant processing procedures in accordance with the "Guidelines for the Acquisition or Disposal of Assets by Public Companies" issued by the Financial Supervisory Commission and the "Approval Authority" regulations of this company or its subsidiaries.

  - IV. All types of contracts, certificates, and securities should be registered by the finance and accounting unit and then sent for centralized custody or stored in a safe.

  - V. Unless otherwise stipulated by other laws or special factors with prior approval from the Securities and Futures Commission, the company or its subsidiaries participating in mergers, divisions, or acquisitions shall convene board meetings and shareholders' meetings on the same day as other participating companies to resolve matters related to mergers, divisions, or acquisitions; when participating in share transfers, they shall convene board meetings on the same day as other participating companies.

  - VI. The financial accounting unit shall prepare complete written records of the relevant participants' basic information, important dates of matters, important documents, and minutes of meetings in accordance with the "Guidelines for the Acquisition or Disposal of Assets by Publicly Issued Companies" promulgated by the Financial Supervisory Commission, and shall properly preserve these records for five years for audit purposes.

  - VII. In order to acquire or dispose of assets resulting from mergers, divisions, acquisitions, or share transfers, the remaining relevant procedures shall be handled in accordance with the provisions set forth in Section 5 of Chapter 2 of the "Guidelines for Publicly Listed Companies on Acquiring or Disposing of Assets" issued by the Financial Supervisory Commission, in addition to the regulations of this procedure.

Determination Procedure of Transaction Terms
(1) Pricing Determination Methods and Reference Basis
- I. The acquisition or disposal of securities shall be determined by the prevailing stock price or bond price at that time.
- i. The trading of securities conducted on the centralized trading market or at the Taiwan Securities Dealers Association (hereinafter referred to as the OTC market).
- ii. Buy and sell open-ended domestic beneficiary certificates or overseas mutual funds.
- iii. Original subscription shares (including establishment subscription and cash increase subscription)
- iv. The acquisition or disposal of the target company involves the public sale of securities that meet the requirements for equity dispersion prior to listing (or over-the-counter trading).
- v. Buying and selling bonds
- II. In addition to the previous methods of acquiring or disposing of securities, the most recent financial statements audited or reviewed by an accountant of the target company should be obtained prior to the occurrence of the event as a reference for assessing the transaction price. Furthermore, when the transaction amount reaches twenty percent of
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the company's paid-in capital or NTD three hundred million or more, an accountant should be consulted prior to the occurrence of the event to express an opinion on the reasonableness of the transaction price. However, the securities with publicly quoted prices in an active market or as otherwise stipulated by the Financial Supervisory Commission are not subject to this limitation.

III. Acquisition or disposal of real estate or equipment shall be handled by the responsible department in accordance with the relevant regulations of the company or its subsidiaries regarding the circulation and property management of real estate, factories, and equipment, after approval.
IV. Acquiring or disposing of real estate, equipment, or their usage rights assets, except for transactions with domestic government agencies, self-commissioned construction, land leasing for construction, or acquiring and disposing of equipment or their usage rights assets for business use, when the transaction amount reaches twenty percent of the company's paid-in capital or NTD three hundred million or more, an objective and impartial professional appraiser who has no substantial relationship with either party involved in the transaction should be consulted for appraisal prior to the occurrence of the fact. The valuation report should comply with the following requirements.
i. The assessment of price types should be based on normal pricing principles. If it is a limited price or a specific price, it should be indicated whether it complies with the provisions of Article 10 or Article 11 of the Land Valuation Technical Standards. When a transaction price must be referenced based on a limited price, specific price, or special price due to special reasons, the transaction should first be submitted for approval by the board of directors. The same applies if there are subsequent changes to the transaction conditions. The valuation report should separately assess the results of normal prices and limited or specific prices, listing the conditions for limitation or specification one by one and whether they currently meet those conditions, as well as the reasons and rationale for the differences from normal prices. It should also clearly indicate whether the limited or specific prices are sufficient to serve as a reference for the transaction price.
ii. When the transaction amount exceeds NTD one billion, it is necessary to request valuations from more than two professional appraisers.
iii. If the valuation results of the professional appraiser fall into any of the following situations, except when the valuation results for the acquired assets are all higher than the transaction amount, or when the valuation results for the disposed assets are all lower than the transaction amount, an accountant should be consulted to provide specific opinions on the reasons for the differences and the appropriateness of the transaction price.
- A. The valuation result differs from the transaction amount by more than twenty percent of the transaction amount.
- B. The valuation results from more than two professional valuers differ by more than ten percent of the transaction amount.
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iv. The date of the report issued by the professional appraiser and the date of contract establishment must not exceed 3 months. However, if the present value applicable to the same announcement has not exceeded six months, it may be issued by the original professional appraiser.
v. Except for using a limited price or a specific price as a reference for the transaction price, if there are legitimate reasons for failing to obtain the valuation report or the opinions of the certified public accountants mentioned in (ii) and (iii) in a timely manner, it should be obtained within two weeks from the date of the occurrence of the facts, and the original transaction amount and valuation results should be corrected and announced. In cases mentioned in (ii) and (iii), the reasons for the discrepancies and the opinions of the certified public accountants should also be announced before reporting.
V. Those who acquire or dispose of assets through court auction procedures may use the certification document issued by the court as a substitute for the valuation report or the accountant's opinion.
VI. When the transaction amount for acquiring or disposing of intangible assets or their usage rights, or membership certificates reaches twenty percent or more of the company's paid-in capital or NTD three hundred million, except for transactions with domestic government agencies, an accountant should be consulted to express an opinion on the reasonableness of the transaction price prior to the occurrence of the event.
VII. In the case of mergers, splits, acquisitions, or share transfers, prior to convening the board of directors, it is necessary to appoint accountants, lawyers, or securities underwriters to express their opinions on the fairness of the exchange ratio, acquisition price, or cash or other assets distributed to shareholders, and to submit these for discussion and approval by the board of directors. However, the company may merge subsidiaries that directly or indirectly hold one hundred percent of the issued shares or total capital, or merge subsidiaries that directly or indirectly hold one hundred percent of the issued shares or total capital, without obtaining a fairness opinion issued by the aforementioned expert.
VIII.When the counterparty for the acquisition or disposal of assets is a related party, in addition to following the relevant resolution procedures and assessing the reasonableness of the transaction terms as stipulated in this procedure, if the transaction amount exceeds ten percent of the total assets of the company, a valuation report issued by a professional appraiser or an opinion from an accountant must also be obtained in accordance with Article 3 of this procedure and the provisions of this article.
IX. The calculation of the transaction amounts in items two, four, six, and eight of this section shall be handled in accordance with the provisions of Article 6, Paragraph 2, Item 3 of this procedure. The term "within one year" refers to the date on which the transaction fact occurs, counting backward for one year. If a professional valuation report or an accountant's opinion has been obtained in accordance with the "Guidelines for the Acquisition or Disposal of Assets by Public Companies" issued by the Financial Supervisory Commission, that portion shall not be recalculated.
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(2) Authorization Level
- I. Acquisition or disposal of assets, aside from being handled in accordance with the "Approval Authority" regulations of the company or its subsidiaries, must be processed in cases where the transaction circumstances have reached the requirements stipulated in Article 6, Section 1 of this procedure. Such cases must be handled only after obtaining approval from the company's board of directors; all acquisitions or disposals of securities may be conducted first upon approval from the chairman of the company, and subsequently submitted for ratification by the company's board of directors.
- II. Acquisition or disposal of assets that require a resolution from the shareholders' meeting or a report to the shareholders' meeting in accordance with the Company Law or other statutory provisions shall be handled in accordance with the law.
  - When submitting to the Board of Directors for discussion in accordance with the first provision, the opinions of all independent directors should be fully considered. If any independent director has opposing or reserved opinions, these should be clearly stated in the minutes of the Board meeting.
(3) A notice convening the meeting referred to in the preceding paragraph may be given by electronic means with the consent of the counterparty. According to the provisions of the first item, matters that require the approval of the audit committee must first be agreed upon by more than half of the members of the audit committee (calculated based on those actually in office) and then submitted to the board of directors for resolution.
- If the above item has not been agreed upon by more than half of all members of the audit committee, it may be carried out with the consent of more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board meeting.
Executing Unit

The executing unit for investments in long-term and short-term securities, as well as for assets acquired or disposed of due to mergers, splits, acquisitions, or share transfers, is the accounting unit; the executing unit for intangible assets such as real estate, equipment, membership certificates, patents, copyrights, trademarks, and licenses is the user department and relevant responsible units.

Announcement and Reporting Standards, Content and Procedures
(1) Announcement on Reporting Standards and Content

The announcement and reporting standards and content shall be handled in accordance with the "Guidelines for Publicly Listed Companies on Acquiring or Disposing of Assets" issued by the Financial Supervisory Commission and relevant legal regulations.

(2) Announcement Reporting Procedure
I. When acquiring or disposing of assets, and the transaction amount meets the standards set forth in the first item, relevant information shall be publicly announced and reported on
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the website designated by the Financial Supervisory Commission within two days from the date the event occurs.

II. If a subsidiary of a non-domestic publicly listed company acquires or disposes of assets, and there are circumstances that require announcement and declaration, this should be handled by the company on behalf of the subsidiary.
III. The transaction amounts for the previous two items are calculated as follows.
i. Each transaction amount
ii. The total amount of transactions of the same nature obtained from or disposed of to the same counterparty within one year.
iii. The total amount accumulated from the acquisition or disposal (acquisition and disposal accumulated separately) of real estate or its usage rights assets related to the same development project within one year.
iv. The accumulated amount of acquiring or disposing of (acquiring and disposing are accumulated separately) the same security within one year.
IV. The term "within one year" as mentioned in the preceding paragraph is based on the date of occurrence of this transaction, tracing back one year. Announcements made in accordance with the "Guidelines for the Acquisition or Disposal of Assets by Public Companies" issued by the Financial Supervisory Commission are exempt from being recalculated.
(3) According to the regulations, if there are errors or omissions in the items to be announced at the time of the announcement that need to be corrected, all items should be re-announced and declared within two days from the date of knowledge.
(4) According to the provisions of this article, after the announcement and declaration of the transaction, if any of the following situations occur, the relevant information shall be announced and declared on the website designated by the Financial Supervisory Commission within two days from the date of the occurrence of the fact.
I. The relevant contracts related to the original transaction have been amended, terminated, or rescinded.
II. Mergers, splits, acquisitions, or share transfers not completed according to the scheduled dates stipulated in the contract.
III. The content of the original announcement has been changed.
(1) Investment in real estate and its usage rights not for business use or the quota of securities.
I. To invest in real estate and its usage rights or securities not for business use, prior approval from the Chairman of the Company is required.
II. The total amount of real estate and its usage rights assets purchased by the company and its subsidiaries shall not exceed the total paid-in capital of the company.

III. The total amount of securities investment of the Company shall not exceed its net asset value; the total amount of securities investment of each subsidiary of the Company shall not exceed sixty percent of the net asset value of the Company.

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IV. The amount invested by the company in individual securities shall not exceed forty percent of its net asset value; the amount invested by each subsidiary of the company in individual securities shall not exceed forty percent of the company's net asset value.
V. The aforementioned net asset value is based on the most recent report certified by the accountant.
(2) The subsidiary intends to invest in real estate and its usage rights assets or securities not for business use, which must be approved by the chairman of the company.
Related Party Transactions
(1) When acquiring or disposing of real estate or its usage rights assets from related parties, or acquiring or disposing of other assets outside of real estate or its usage rights assets from related parties, and the transaction amount reaches twenty percent of the company's paid-in capital, ten percent of total assets, or NTD three hundred million or more, except for the purchase and sale of domestic government bonds, bonds with buyback and sellback conditions, and the subscription or repurchase of domestic securities investment trust funds issuing money market funds, the following information must be submitted for approval by more than half of the members of the audit committee and then presented to the board of directors for resolution before signing the transaction contract and making payments.
I. The purpose, necessity, and expected benefits of acquiring or disposing of assets.
II. Reasons for selecting related parties as transaction counterparts
III. To obtain real estate or its usage rights from related parties, relevant information for assessing the reasonableness of the proposed transaction conditions shall be evaluated in accordance with Article 16 and Article 17 of the "Guidelines for the Acquisition or Disposal of Assets by Public Companies" issued by the Financial Supervisory Commission.
IV. The original acquisition date and price of the related party, the trading counterpart, and their relationship with the company or its subsidiaries and related parties.
V. Prepare a cash flow forecast for each month of the upcoming year starting from the month of the scheduled contract, and assess its necessity and the reasonableness of fund utilization.
VI. Valuation reports issued by professional valuers obtained in accordance with the provisions of Article 4, Section 1, Item 8 of this procedure, or opinions from accountants.
VII. The restrictions and other important agreements of this transaction.
If the company's subsidiaries, which are not domestic publicly listed companies, engage in the aforementioned transactions with a transaction amount exceeding ten percent of the company's total assets, the company must submit the information listed in the first item to the shareholders' meeting for approval before signing the transaction contract and making payments. However, transactions between the company and its subsidiaries, or between subsidiaries themselves, are not limited by this.
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(2) The calculation of the transaction amount mentioned in the preceding paragraph shall be conducted in accordance with the provisions of Article 6, Section 2, Item 3, and the term "within one year" refers to the date of occurrence of this transaction as the reference point, tracing back one year. It has been submitted to the Audit Committee for approval and to the Board of Directors and Shareholders' Meeting for resolution, and thus does not need to be recalculated.
(3) The company and its subsidiaries, or subsidiaries in which the company directly or indirectly holds one hundred percent of the issued shares or total capital, may engage in the following transactions, which may be authorized by the board of directors according to Article 3, Section 2 and Article 4, Sections 1 and 2 of these procedures, allowing the chairman to act in advance within ten percent of the company's total assets, and subsequently report for ratification at the most recent board meeting.
I. Acquisition or disposal of equipment or right-of-use assets for operational purposes
II. Acquisition or disposal of right-of-use assets related to real estate for business operations.
(4) If a subsidiary is a publicly listed company, it may acquire or dispose of equipment for business use with its parent company or subsidiary in accordance with the provisions of the preceding paragraph.
(5) The company shall assess the reasonableness of the transaction costs when acquiring real estate or its usage rights from related parties according to the following methods.
I. Add the necessary capital interest and the costs that the buyer is legally obligated to bear based on the transaction price with related parties. The necessary capital interest cost is calculated based on the weighted average interest rate of the loans borrowed by the company for the year in which assets are purchased; however, it must not exceed the maximum borrowing rate for non-financial industries published by the Ministry of Finance.
II. If a related party has previously set up a mortgage borrower with the financial institution using the subject asset, the financial institution's total lending assessment value for the subject asset should be above 70% of the actual cumulative lending value for the subject asset, and the lending period should exceed one year. However, financial institutions are not applicable to parties that are related to each other.

Those who merge the purchase or lease of the same subject land and property may assess the transaction costs separately for the land and property according to any method listed in the preceding paragraph.

The company acquires real estate or its usage rights from related parties, evaluates the cost of the real estate or its usage rights in accordance with the previous two provisions, and must consult an accountant for review and express specific opinions.

If the company acquires real estate or its usage rights from related parties, it shall handle the following situations in accordance with the provisions of the previous article, and the provisions of the preceding three items shall not apply.

I. Related parties acquire real estate or its usage rights through inheritance or gifting.
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  - II. The time since the contract date of this transaction for related parties to acquire real estate or its usage rights has exceeded five years.

  - III. Enter into a joint construction contract with related parties, or obtain real estate by commissioning related parties to construct real estate through land development or leasing.

  - IV. The Company and its parent company, subsidiaries, or subsidiaries in which it directly or indirectly holds one hundred percent of the issued shares or total capital, shall acquire real estate and usage rights assets for business use.

(6) If the assessment results under Article 16 and Article 17 of the "Guidelines for the Handling of Acquisitions or Disposals of Assets by Public Companies" issued by the Financial Supervisory Commission are lower than the transaction price, it should be handled in accordance with the provisions of Article 18.
(7)The transaction amount reaches the standards stipulated in Article 6 of this procedure and shall be announced in accordance with relevant regulations.
(8)In this program, the term "related party" refers to the related parties identified according to the financial reporting preparation standards set by the securities issuer.
(9) In this program, the provision regarding ten percent of total assets is calculated based on the total asset amount in the most recent individual or separate financial statements prepared according to the financial reporting standards for securities issuers.
(10) When submitting to the board of directors for discussion in accordance with the provisions of the first item, the opinions of all independent directors should be fully considered. If any independent director has dissenting or reserved opinions, these should be clearly stated in the minutes of the board meeting.
- According to the provisions of the first item, matters that require the approval of the Audit Committee must first receive the consent of more than half of all members of the Audit Committee (calculated based on those actually in office) and then be submitted to the Board of Directors for resolution.
- If the above item is not approved by more than half of the members of the audit committee, it may be carried out with the consent of more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board meeting.
According to the report or opinion issued by the professional appraiser or accountant appointed under Article 4 of this procedure, if there are any false or concealed circumstances, the company, professional appraiser, or accountant shall bear legal responsibility in accordance with the regulations.
Control Procedures for Acquiring or Disposing of Subsidiary Assets
(1) Subsidiaries shall also establish the "Procedures for Acquiring or Disposing of Assets" in accordance with the "Guidelines for the Acquisition or Disposal of Assets by Public Companies" issued by the Financial Supervisory Commission, which must be approved by the board of directors and submitted to the shareholders' meeting for consent, and the same applies to amendments. If the subsidiary of the company acquires or disposes of assets
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amounting to the disclosure threshold or above NTD one hundred million, relevant information shall be provided to the company for review.

(2) If a subsidiary is a non-public company and acquires or disposes of assets that meet the announcement reporting standards set forth in Article 6 of this procedure, it shall notify the company within the day the fact occurs, and the company shall handle the announcement reporting in accordance with the provisions of Article 6 of this procedure. The same applies if there are any changes or corrections.
In the standards for disclosure and declaration of the preceding subsidiary, the regulations regarding paid-in capital or total assets are based on the paid-in capital or total assets of this company.
Data Retention Period
Contracts, minutes, registers, valuation reports, and opinions from accountants, lawyers, or underwriters related to the acquisition or disposal of assets shall be kept at the company for at least five years, unless otherwise provided by other laws.
If the managers and responsible personnel of the company or its subsidiaries violate the "Guidelines for Public Companies on Acquiring or Disposing of Assets" issued by the Financial Supervisory Commission, or if the procedures for acquiring or disposing of assets are reported to the board of directors for approval and result in significant circumstances that cause the company to suffer substantial losses, they shall be dealt with according to the law.
This procedure must be approved by more than half of the members of the Audit Committee, proposed to the Board of Directors for resolution, and submitted for the approval of the shareholders' meeting. If any director expresses dissent and there is a record or written statement, the company shall submit their dissent for discussion at the shareholders' meeting, and the same applies when amendments are made.

If the above item has not been approved by more than half of all members of the audit committee, it may be carried out with the consent of more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board meeting.

When submitting this implementation plan to the board of directors for discussion in accordance with the first provision, the opinions of all independent directors should be fully considered. If any independent director has dissenting or reserved opinions, these should be clearly stated in the minutes of the board meeting.
The Rules were adopted on 28 May 2004.

These Rules were last amended on 27 May 2025 .

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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,

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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 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

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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.

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
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items in the notice of meeting:

i. The ways for shareholders to participate in a video meeting and exercise their rights.
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.
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The Company may appoint its lawyers, certified public accountants and any relevant personnel to be present at shareholders’ meetings as non-voting participants.

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
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amendments to existing motions) must be voted on a case-by-case basis. The agenda cannot be changed unless resolved during the shareholder meeting.

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.
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Appendix I

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

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.

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Appendix I

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.

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
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Appendix I

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.

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
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Appendix I

after the chair has announced the meeting adjourned.

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

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the Regulations Governing the Administration of Shareholder Services of Public Companies, 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 (Before Amendment)

Chapter 1 General Provisions

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Appendix II

		branches may be established domestically or overseas.
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'sProcedures 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 NTD10 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 theissuance 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 ofthe
		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 forissuance 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 certifiedby the competent

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Appendix II

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 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
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Appendix II

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 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

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
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Appendix II

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 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
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Appendix II

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.

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.

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Appendix II

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.

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. 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.

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Appendix II

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

Shareholding of Directors

The capital of the Company is NT $773,311,200. In accordance with Article twenty-six 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 77,331,120 shares, and the minimum number of shares (8%) held by all directors (excluding independent directors): 6,186,489 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 (29 March 2025) is disclosed as follows:

sclosed as follows:
Job title	Name	Date of election	Number of shares held
Chairman	Chicony Electronics Co., Ltd. Legal Representative: Lu, Chin-Chung	2024.05.28	31,155,440
Director	Chen,Chiu-Lung	2024.05.28	313,591
Director	Li,Cih-Jing	2024.05.28	5,018,798
Independent Director	Wang,Hui-Hsien	2024.05.28	0
Independent Director	Hsieh,Wen-Chuan	2024.05.28	0
Independent Director	Lin,Kun-Cheng	2024.05.28	0
Total of all directors (excluding independent directors)			36,487,829

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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AI assistant

XAVi — AGM Information 2025

52328_rns_2025-08-11_8a5a8d4c-1f5c-4a5e-b3f1-154cfdfcf2dd.pdf

XAVi Technologies Corporation

2025 Annual General Meeting

Meeting Handbook

XAVi Technologies Corporation Table of Contents

XAVi Technologies Corporation

Procedure for the 2025 Annual Meeting of Shareholders

I. Report Equity Shares in Attendance

III. Chairperson Remarks

VII. Questions and Motions

VIII. Adjournment

XAVi Technologies Corporation Agenda of the 2025 Annual General Meeting of Shareholders

Report Items

1. 2024 Operation Results.

3. Report on the Distribution of Employee Compensation and Director Remuneration for the Year 2024.

4. Report on the Distribution of Cash Dividends for the Year 2024.

5. Other report items

Acknowledgement items

Item 1: The company's 2024 business report, financial statements, and profit distribution approval. (Proposed by the Board)

Discussion Items

Item 1: Discussion on the Amendment of the Company Articles of Association. (Proposed by the Board)

Item 2: Discussion on the Amendment of “Procedures for Acquiring or Disposing of Assets” (Proposed by the Board)

Questions and Motions

Adjournment

XAVi Technologies Corporation

2024 Business Report

1. Annual Operating performance

2. Profitability Analysis

(3) Research and development

2. Summary of Business Plan for 2025

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 TRANSLATED FROM CHINESE

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 CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023

XAVI TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2024 AND 2023

XAVI TECHNOLOGIES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2024 AND 2023

XAVI TECHNOLOGIES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2024 AND 2023

Equity attributable to owners of the parent

XAVI TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2024 AND 2023

XAVI TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2024 AND 2023

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 CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2024 AND 2023

XAVI TECHNOLOGIES CORPORATION

XAVi AGM Information 2025

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