XAVi

Stock Code: 3447

XAVi Technologies Corporation

XAVi Technologies Corp.

2026 Annual General Meeting

Meeting Handbook

Method of convening: physical shareholders' meeting

Time and Date: 09:00 a.m., May 21, 2026

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) 2025 Operation Results ... 3
(2) The Audit Committee’s Review Report on 2025 Financial Statements ... 3
(3) Report on the Distribution of Employee Compensation and Director Remuneration for the Year 2025 ... 3
(4) Report on the Distribution of Cash Dividends for the Year 2025 ... 3
(5) Other reporting matters ... 3
2. Acknowledgement items
(1) The company's 2025 business report, financial statements, and profit distribution approval. ... 4
3. Discussion Items
(1) Discussion on the Amendment of “Procedures for Handling Derivative Transactions” ... 4
(2) Discussion on the Amendment of “Procedures for Election of Directors” ... 5
4. Questions and Motions ... 5

III. Attachments
1. Business Report ... 6
2. The Audit Committee’s Review Report ... 10
3. Accountant's Audit Report and Consolidated Financial Reports for the Year 2025 ... 11
Accountant's Audit Report and Individual Financial Report for the Year 2025 ... 23
4. 2025 Annual Profit Distribution Table ... 35
5. Comparison Table of Amendments to the “Procedures for Handling Derivative Transactions” ... 36
6. Revised full text of the “Procedures for Handling Derivative Transactions” ... 37
7. Comparison Table of Amendments to the “Procedures for Election of Directors” ... 43
8. Revised “Procedures for Election of Directors” Full Text ... 44

IV. Appendix
1. Full text of the “Rules of Procedure for Shareholders Meetings” ... 47
2. Full text of the “Articles of Association” ... 58
3. Shareholding of Directors ... 66

XAVi Technologies Corporation

Procedure for the 2026 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 2026 Annual General Meeting of Shareholders

Date: 9:00 a.m., May 21, 2026

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) 2025 Operation Results
(2) The Audit Committee’s Review Report on 2025 Financial Statements
(3) Report on the Distribution of Employee Compensation and Director Remuneration for the Year 2025
(4) Report on the Distribution of Cash Dividends for the Year 2025.
(5) Other reporting matters

Acknowledgement items
(1) The company's 2025 business report, financial statements, and profit distribution approval.

Discussion Items
(1) Discussion on the Amendment of “Procedures for Handling Derivative Transactions”
(2) Discussion on the Amendment of “Procedures for Election of Directors”

Questions and Motions

Adjournment

Report Items

1. 2025 Operation Results.

Description: For the 2025 Business Report, please refer to Attachment 1 on pages 6-9 of the Meeting Handbook.

2. The Audit Committee’s Review Report on the 2025 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 2025.

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 20,269,817 and director compensation NTD 1,672,465 for the year 2025, which has been reviewed by the Compensation Committee on 3rd March 2026 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 2026.

4. Report on the Distribution of Cash Dividends for the Year 2025.

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 3rd March 2026, a cash dividend of NTD 85,194,032 will be distributed to shareholders, with a payment of NTD 1.1 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) In case of a change in the number of outstanding shares due to a change in capital stock, impacting dividends distribution rate, or the above mentioned ex-dividend related schedule to be adjusted due to the regulations of the competent authorities or the impact of circumstances, the chairman is authorized by the board of directors to handle the changes.

5. Other report items

N/A.

Acknowledgement items

Item 1: The company's 2025 business report, financial statements, and profit distribution approval. (Proposed by the Board)

Description:

(1) The company's business report for the year 2025, 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 3rd March 2026, and its content is consistent with the resolution passed by the Board of Directors.

(3) Please refer to Attachment 1 on pages 6 to 9 of the Meeting Handbook for the 2025 Annual Business Report, Attachment 3 on pages 11 to 34 of the Meeting Handbook for the auditor's report, consolidated financial statements and individual financial statements and Attachment 4 on page 35 of the Meeting Handbook for the earnings distribution table.

(4) Please proceed to adopt.

Resolution:

Discussion Items

Item 1: Discussion on the Amendment of “Procedures for Handling Derivative Transactions”. (Proposed by the Board)

Description:

(1) In accordance with Group policies and practical operations, it is proposed to revise the company's “Procedures for Handling Derivative Transactions”.

(2) Please refer to Attachment 5 on page 36 of the Meeting Handbook for the proposed amendments.

(3) For the full text of the revised “Procedures for Handling Derivative Transactions”, please refer to pages 37 to 42 of the Meeting Handbook, Attachment 6.

(4) Request for Discussion

Resolution:

Item 2: Discussion on the Amendment of “Procedures for Election of Directors” (Proposed by the Board)

Description:

(1) In accordance with the practical operations of the stock transfer agent, it is proposed to revise the company's “Procedures for Election of Directors”.

(2) Please refer to Attachment 7 on page 43 of the Meeting Handbook for the proposed amendments.

(3) For the full text of the revised “Procedures for Election of Directors”, please refer to pages 44 to 46 of the Meeting Handbook, Attachment 8.

(4) Request for Discussion

Resolution:

Questions and Motions

Adjournment

Attachment 1

XAVi Technologies Corporation

2025 Business Report

1. Annual Operating performance

(1) 2025 Business Plan Implementation Results

Benefiting from the launch of new products and effective control of costs and expenses in 2025, the Company's consolidated net operating revenue for 2025 was NT$3,654,971 thousand and net profit after tax was NT$123,498 thousand, representing growth of 43% and 33% respectively compared to 2024, with an EPS of NT$1.60; both revenue and profit grew compared to 2024.

(2) Financial Highlights and Profitability Analysis

Financial Highlights

Units: NTD thousands

Items	2025	2024	Increase (decrease) amount	Increase (decrease) ratio
Operating revenue	3,654,971	2,558,314	1,096,657	42.9%
Operating income	88,034	24,653	63,381	257.1%
Net income	123,498	92,779	30,719	33.1%
Total assets, ending balance	3,183,432	3,123,298	60,134	1.9%
Total shareholders' equity, ending balance	1,291,063	1,229,403	61,660	5.0%

Profitability Analysis

Items	2025	2024	Increase (decrease) ratio
Return on assets (%)	4.01%	3.47%	15.6%
Return on shareholders' equity (%)	9.80%	8.00%	22.5%
Pre-tax income as a percentage of share capital at ending balance (%)	21.53%	15.36%	40.2%
Operating profit margin (%)	2.41%	0.96%	151.0%
Net margin (%)	3.38%	3.63%	(6.9%)
Earnings per share after tax(NTD)	1.60	1.20	33.3%

(3) Research and development

The company invested research and development expenses NTD 133,226 thousand in the year 2025, 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 2026

(1) 2026 Business Target and Business Outlook

As the global construction of 5G networks continues to advance, Fixed Wireless Access (FWA) applications are expanding rapidly, which has also driven an increase in demand for terminal equipment, in the fiscal year 2026, 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 6.5 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.

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.
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
1. 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.
2. 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.
3. Focus on becoming a global professional manufacturer of broadband communication and smart home products.
4. Regularly review the rising raw material prices, labour costs, and exchange rate changes, and reasonably reflect the price according to the consumer market conditions.
5. 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.

Attachment 1

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: Li, Peir-Ran

Chief Accounting Officer: Peng,Kuan-Fang

Attachment 2

XAVi Technologies Corporation

Audit Committee’s Review Report

We hereby confirm

The Board of Directors prepared the Company's 2025 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:

2026 Shareholders Annual General Meeting of XAVi Technologies Corporation

Audit Committee Convener: Mr. Wang, Hui-Hsien

March 3rd, 2026

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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, 2025 and 2024, 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, 2025 and 2024, 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.

12 -

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 2025 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 matter for the Group’s 2025 consolidated financial statements is stated as follows:

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 revenue recognition.

The Group is primarily engaged in the sales of network communication products. Given that the sales revenue recognition of major customers could have a significant impact on the financial statements and sales revenue from the top ten customers accounts for over 98% of total sales revenue, 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 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.
Performed confirmation procedures on significant year-end accounts receivable balances.

Checked and assessed whether there were any unusual significant sales returns and discounts after the balance sheet date.

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, 2025 and 2024.

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.

13 -

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.
14 -

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.

15 -

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

Liang, Hua-Ling
Liao, Fu-Ming
For and on Behalf of PricewaterhouseCoopers, Taiwan
March 3, 2026

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.

16 -

17 -

XAVI TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

Assets	Notes	December 31, 2025		December 31, 2024
		AMOUNT	%	AMOUNT	%
Current assets
1100	Cash and cash equivalents	6(1)	$ 701,848	22	$ 881,229	28
1110	Financial assets at fair value through	6(2)
	profit or loss - current		17,062	1	31,193	1
1170	Accounts receivable, net	6(3)	944,624	30	708,633	23
1180	Accounts receivable - related parties	7	4,651	-	83,331	2
1200	Other receivables		238,556	7	224,643	7
1210	Other receivables - related parties	7	-	-	527	-
130X	Inventories	6(4)	938,849	29	804,933	26
1410	Prepayments		81,435	3	117,301	4
1470	Other current assets	8	735	-	4,705	-
11XX	Total current assets		2,927,760	92	2,856,495	91
Non-current assets
1510	Financial assets at fair value through	6(2)
	profit or loss - non-current		5,970	-	4,590	-
1600	Property, plant and equipment, net	6(5)	216,811	7	231,195	7
1755	Right-of-use assets	6(6)	6,218	-	14,986	1
1780	Intangible assets		2,270	-	2,304	-
1840	Deferred income tax assets	6(20)	3,132	-	909	-
1900	Other non-current assets	8	21,271	1	12,819	1
15XX	Total non-current assets		255,672	8	266,803	9
1XXX	Total assets		$ 3,183,432	100	$ 3,123,298	100

(Continued)

(Xexpressed in thousands of New Taiwan dollars)

XAVI TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2025 AND 2024

Liabilities and Equity	Notes	December 31, 2025		December 31, 2024
		AMOUNT	%	AMOUNT	%
Current liabilities
2100	Short-term borrowings	6(7)	$ 148,000	5	$ 169,205	5
2120	Financial liabilities at fair value through profit or loss - current	6(2)	8,084	-	1,100	-
2130	Contract liabilities - current	6(14)	295,711	9	390,396	13
2150	Notes payable		-	-	4,000	-
2170	Accounts payable		874,583	27	698,641	22
2200	Other payables	6(8)	480,845	15	483,594	16
2220	Other payables - related parties	7	18,649	1	101,373	3
2230	Income tax liabilities		52,530	2	21,454	1
2280	Lease liabilities - current	7	6,338	-	8,861	-
2300	Other current liabilities		2,560	-	4,857	-
21XX	Total current liabilities		1,887,300	59	1,883,481	60
Non-current liabilities
2570	Deferred tax liabilities	6(20)	5,069	-	4,126	-
2580	Lease liabilities - non-current	7	-	-	6,288	1
25XX	Total non-current liabilities		5,069	-	10,414	1
2XXX	Total liabilities		1,892,369	59	1,893,895	61
Equity
	Share capital	6(11)
3110	Common stock		774,491	25	773,101	25
3140	Advance receipts for share capital		-	-	282	-
	Capital surplus	6(12)
3200	Capital surplus		186,771	6	186,322	6
	Retained earnings	6(13)
3310	Legal reserve		68,214	2	58,298	2
3320	Special reserve		5,672	-	32,872	1
3350	Unappropriated retained earnings		256,007	8	174,756	5
	Other equity interest
3400	Other equity interest		( 92)	-	3,772	-
31XX	Equity attributable to owners of the parent		1,291,063	41	1,229,403	39
3XXX	Total equity		1,291,063	41	1,229,403	39
	Significant contingent liabilities and unrecognised contract commitments	9
	Significant events after the balance sheet date	11
3X2X	Total liabilities and equity		$ 3,183,432	100	$ 3,123,298	100

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

XAVI TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2025 AND 2024

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

	Items	Notes	Year ended December 31
			2025		2024
			AMOUNT	%	AMOUNT	%
4000	Sales revenue	6(14) and 7	$ 3,654,971	100	$ 2,558,314	100
5000	Operating costs	6(4)(18)(19) and 7	( 3,264,316 )	( 90 )	( 2,259,136 )	( 88 )
5900	Net operating margin		390,655	10	299,178	12
6100	Operating expenses	6(18)(19) and 7	( 70,778 )	( 2 )	( 63,941 )	( 2 )
6200	Selling expenses		( 95,954 )	( 2 )	( 74,328 )	( 3 )
6300	General and administrative expenses		( 133,226 )	( 4 )	( 145,628 )	( 6 )
6450	Research and development expenses		( 2,663 )	-	9,372	-
6000	Expected credit (loss) gain	12(2)	( 302,621 )	( 8 )	( 274,525 )	( 11 )
6900	Total operating expenses		88,034	2	24,653	1
	Operating profit
	Non-operating income and expenses
7100	Interest income	6(15)	28,464	1	32,714	1
7010	Other income	6(16)	45,989	1	7,191	-
7020	Other gains and losses	6(17)	8,080	-	61,150	2
7050	Finance costs	7	( 3,793 )	-	( 6,986 )	-
7000	Total non-operating income and expenses		78,740	2	94,069	3
7900	Profit before income tax		166,774	4	118,722	4
7950	Income tax expense	6(20)	( 43,276 )	( 1 )	( 25,943 )	( 1 )
8200	Profit for the year		$ 123,498	3	$ 92,779	3
	Other comprehensive income
	Components of other comprehensive income that will not be reclassified to profit or loss
8311	Remeasurements of defined benefit plan	6(9)	$ 2,334	-	$ 6,382	-
	Components of other comprehensive income that will be reclassified to profit or loss
8361	Financial statements translation differences of foreign operations		( 3,864 )	-	36,644	2
8300	Total other comprehensive (loss) income for the year		($ 1,530 )	-	$ 43,026	2
8500	Total comprehensive income for the year		$ 121,968	3	$ 135,805	5
	Profit attributable to:
8610	Owners of the parent		$ 123,498	3	$ 92,779	3
	Comprehensive income attributable to:
8710	Owners of the parent		$ 121,968	3	$ 135,805	5
	Earnings per share (in NTD dollars)	6(21)
9750	Basic earnings per share		$ 1.60		$ 1.20
9850	Diluted earnings per share		$ 1.59		$ 1.20

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

XAVI TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

	Notes	Equity attributable to owners of the parent
		Share Capital		Retained Earnings				Financial statements translation differences of foreign operations	Total equity
		Common stock	Advance receipts for share capital	Capital surplus	Legal reserve	Special reserve	Unappropriated retained earnings
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 year	6(9)	-	-	-	-	-	6,382	36,644	43,026
Total comprehensive income		-	-	-	-	-	99,161	36,644	135,805
Appropriation of 2023 earnings	6(13)	-	-	-	-	398	( 398 )	-	-
Special reserve		-	-	-	-	-	-	-	446
Share-based payments	6(10)	-	-	446	-	-	-	-	3,718
Exercise of employee share options	6(11)	3,145	( 496 )	1,069	-	-	-	-	1,229,403
Balance at December 31, 2024		$ 773,101	$ 282	$ 186,322	$ 58,298	$ 32,872	$ 174,756	$ 3,772	$ 1,229,403
2025
Balance at January 1, 2025		$ 773,101	$ 282	$ 186,322	$ 58,298	$ 32,872	$ 174,756	$ 3,772	$ 1,229,403
Profit for the year		-	-	-	-	-	123,498	-	123,498
Other comprehensive income (loss) for the year	6(9)	-	-	-	-	-	2,334	( 3,864 )	( 1,530 )
Total comprehensive income (loss)		-	-	-	-	-	125,832	( 3,864 )	121,968
Appropriations of 2024 earnings	6(13)	-	-	-	-	-	-	-	-
Legal reserve		-	-	-	9,916	-	( 9,916 )	-	-
Reversal of special reserve		-	-	-	-	( 27,200 )	27,200	-	-
Cash dividends		-	-	-	-	-	( 61,865 )	-	( 61,865 )
Exercise of employee share options	6(11)	1,390	( 282 )	449	-	-	-	-	1,557
Balance at December 31, 2025		$ 774,491	$ -	$ 186,771	$ 68,214	$ 5,672	$ 256,007	($ 92 )	$ 1,291,063

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

XAVI TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

	Notes	Year ended December 31
		2025	2024
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax		$ 166,774	$ 118,722
Adjustments
Adjustments to reconcile profit (loss)
Depreciation	6(5)(6)(18)	80,531	91,789
Amortization	6(18)	2,738	2,293
Expected credit loss (gain)	12(2)	2,663	( 9,372 )
Net loss on financial assets and liabilities at fair value through profit or loss - others	6(2)(17)	11,835	15,660
Net loss (gain) on financial assets and liabilities at fair value through profit or loss - derivative instruments	6(2)(17)	28,560	( 12,646 )
Interest expense		3,793	6,986
Interest income	6(15)	( 28,464 )	( 32,714 )
Dividend income	6(16)	( 1,033 )	( 1,231 )
Share-based payments	6(10)	-	446
Loss on disposal of property, plant and equipment	6(17)	231	159
Loss (gain) on lease modification	6(6)	1	( 1 )
Advance receipts and payables overdue by more than two years reclassified as other income	6(16)	( 34,193 )	-
Changes in operating assets and liabilities
Changes in operating assets
Financial assets and liabilities at fair value through profit or loss - derivative instruments		( 19,457 )	629
Accounts receivable		( 238,654 )	( 387,828 )
Accounts receivable - related parties		77,991	( 63,112 )
Other receivables		4,996	( 1,906 )
Other receivables - related parties		527	( 527 )
Inventories		( 101,812 )	47,315
Prepayments		35,045	( 31,002 )
Other current assets		3,841	( 1,353 )
Changes in operating liabilities
Contract liabilities - current		( 58,389 )	250,931
Notes payable		( 3,867 )	1,317
Accounts payable		143,888	293,878
Accounts payable - related parties		-	( 2,740 )
Other payables		1,286	88,121
Other payables - related parties		( 82,049 )	66,665
Other current liabilities		( 2,321 )	19
Net defined benefit asset		( 375 )	( 61 )
Cash (outflow) inflow generated from operations		( 5,914 )	440,437
Interest received		28,464	32,714
Dividends received		1,033	1,231
Interest paid		( 4,267 )	( 6,750 )
Income tax paid		( 21,714 )	( 27,317 )
Net cash flows (used in) from operating activities		( 2,398 )	440,315

(Continued)

21 -

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

XAVI TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

	Notes	Year ended December 31
		2025	2024
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through profit or loss - others		($ 1,191)	$ -
Acquisition of property, plant and equipment	6(5)	( 50,651)	( 40,369)
Proceeds from disposal of property, plant and equipment		924	3,233
Acquisition of intangible assets		( 2,700)	( 2,466)
Decrease in refundable deposits		138	105
Increase in other non-current assets		( 5,588)	( 61)
Net cash flows used in investing activities		( 59,068)	( 39,558)
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings	6(22)	( 20,567)	( 262,887)
Payments of lease liabilities	6(22)	( 8,873)	( 21,734)
Cash dividends paid	6(13)	( 61,865)	-
Exercise of employee share options		1,557	3,718
Net cash flows used in financing activities		( 89,748)	( 280,903)
Effect of exchange rate changes		( 28,167)	1,781
Net (decrease) increase in cash and cash equivalents		( 179,381)	121,635
Cash and cash equivalents at beginning of year	6(1)	881,229	759,594
Cash and cash equivalents at end of year	6(1)	$ 701,848	$ 881,229

22 -

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, 2025 and 2024, 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, 2025 and 2024, 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 2025 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 matter for the Company’s 2025 parent company only financial statements is stated as follows:

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 revenue recognition.

The Company is primarily engaged in the sales of network communication products. Given that the sales revenue recognition of major customers could have a significant impact on the financial statements, and sales revenue from the top ten customers accounts for over 99% of total sales revenue, 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 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.

Performed confirmation procedures on significant year-end accounts receivable balances.
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.

25 -

26 -

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.

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.

27 -

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

Liang, Hua-Ling Liao, Fu-Ming
For and on Behalf of PricewaterhouseCoopers, Taiwan
March 3, 2026

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.

28 -

29 -

XAVI TECHNOLOGIES CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

Assets	Notes	December 31, 2025		December 31, 2024
		AMOUNT	%	AMOUNT	%
Current assets
1100	Cash and cash equivalents	6(1)	$ 554,049	20	$ 774,021	28
1110	Financial assets at fair value through	6(2)
	profit or loss - current		17,062	1	31,193	1
1170	Accounts receivable, net	6(3)	944,624	35	708,633	25
1180	Accounts receivable - related parties	7	381	-	-	-
1200	Other receivables		19,317	1	7,790	-
1210	Other receivables - related parties	7	237,749	9	380,311	14
130X	Inventories	6(4)	92,488	3	49,134	2
1410	Prepayments		52,962	2	46,859	2
11XX	Total current assets		1,918,632	71	1,997,941	72
Non-current assets
1510	Financial assets at fair value through	6(2)
	profit or loss - non-current		5,970	-	4,590	-
1550	Investments accounted for under	6(5)
	equity method		726,587	27	721,755	26
1600	Property, plant and equipment, net	6(6)	7,543	1	5,444	-
1755	Right-of-use assets	6(7)	6,218	-	14,986	1
1780	Intangible assets		1,521	-	1,339	-
1840	Deferred income tax assets	6(21)	3,132	-	909	-
1900	Other non-current assets	6(10) and 8	14,952	1	12,243	1
15XX	Total non-current assets		765,923	29	761,266	28
1XXX	Total assets		$ 2,684,555	100	$ 2,759,207	100

(Continued)

(XXV) TECHNOLOGIES CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

XAVI TECHNOLOGIES CORPORATION
PARENT COMPANY ONLY BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity	Notes	December 31, 2025		December 31, 2024
		AMOUNT	%	AMOUNT	%
Current liabilities
2100	Short-term borrowings	6(8)	$ 148,000	6	$ 150,000	5
2120	Financial liabilities at fair value through profit or loss - current	6(2)	8,084	-	865	-
2130	Contract liabilities - current	6(15)	295,635	11	390,320	14
2180	Accounts payable - related parties	7	110,810	4	127,593	5
2200	Other payables	6(9)	474,179	18	489,505	18
2220	Other payables - related parties	7	310,476	12	345,068	13
2230	Income tax liabilities		33,392	1	3,331	-
2280	Lease liabilities - current	7	6,338	-	8,861	-
2300	Other current liabilities		1,509	-	3,847	-
21XX	Total current liabilities		1,388,423	52	1,519,390	55
Non-current liabilities
2570	Deferred tax liabilities	6(21)	5,069	-	4,126	-
2580	Lease liabilities - non-current	7	-	-	6,288	-
25XX	Total non-current liabilities		5,069	-	10,414	-
2XXX	Total liabilities		1,393,492	52	1,529,804	55
Equity
	Share capital	6(12)
3110	Common stock		774,491	29	773,101	28
3140	Advance receipts for share capital		-	-	282	-
	Capital surplus	6(13)
3200	Capital surplus		186,771	7	186,322	7
	Retained earnings	6(14)
3310	Legal reserve		68,214	2	58,298	2
3320	Special reserve		5,672	-	32,872	1
3350	Unappropriated retained earnings		256,007	10	174,756	7
3400	Other equity interest		( 92)	-	3,772	-
3XXX	Total equity		1,291,063	48	1,229,403	45
	Significant contingent liabilities and unrecognised contract commitments	9
	Significant events after the balance sheet date	11
3X2X	Total liabilities and equity		$ 2,684,555	100	$ 2,759,207	100

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

XAVI TECHNOLOGIES CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 2025 AND 2024

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

	Items	Notes	Year ended December 31
			2025		2024
			AMOUNT	%	AMOUNT	%
4000	Sales revenue	6(15) and 7	$ 3,618,851	100	$ 2,454,937	100
5000	Operating costs	6(4) and 7	( 3,264,874 )	( 90 )	( 2,248,620 )	( 92 )
5900	Net operating margin		353,977	10	206,317	8
	Operating expenses	6(19)(20) and 7
6100	Selling expenses		( 54,468 )	( 1 )	( 50,185 )	( 2 )
6200	General and administrative expenses		( 73,777 )	( 2 )	( 69,253 )	( 3 )
6300	Research and development expenses		( 129,270 )	( 4 )	( 140,273 )	( 6 )
6450	Expected credit (loss) gain	12(2)	( 2,663 )	-	9,013	1
6000	Total operating expenses		( 260,178 )	( 7 )	( 250,698 )	( 10 )
6900	Operating income (loss)		93,799	3	( 44,381 )	( 2 )
	Non-operating income and expenses
7100	Interest income	6(16)	30,382	1	34,925	2
7010	Other income	6(17) and 7	43,594	1	1,772	-
7020	Other gains and losses	6(18)	( 56,685 )	( 2 )	47,540	2
7050	Finance costs		( 3,911 )	-	( 6,069 )	-
7070	Share of profit of subsidiaries, associates and joint ventures accounted for using equity method, net	6(5)
			38,126	1	74,612	3
7000	Total non-operating income and expenses		51,506	1	152,780	7
7900	Profit before income tax		145,305	4	108,399	5
7950	Income tax expense	6(21)	( 21,807 )	( 1 )	( 15,620 )	( 1 )
8200	Profit for the year		$ 123,498	3	$ 92,779	4
	Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss
8311	Remeasurements of defined benefit plan	6(10)	$ 2,334	-	$ 6,382	-
	Components of other comprehensive income that will be reclassified to profit or loss
8361	Financial statements translation differences of foreign operations		( 3,864 )	-	36,644	2
8300	Other comprehensive (loss) income for the year		($ 1,530 )	-	$ 43,026	2
8500	Total comprehensive income for the year		$ 121,968	3	$ 135,805	6
	Earnings per share (in NT dollars)
9750	Basic earnings per share	6(22)	$ 1.60	$	1.20
9850	Diluted earnings per share	6(22)	$ 1.59	$	1.20

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

XAVI TECHNOLOGIES CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

	Notes	Share Capital		Capital surplus	Retained Earnings			Financial statements translation differences of foreign operations	Total equity
		Common stock	Advance receipts for share capital		Legal reserve	Special reserve	Unappropriated retained earnings
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(10) year		-	-	-	-	-	6,382	36,644	43,026
Total comprehensive income		-	-	-	-	-	99,161	36,644	135,805
Appropriation of 2023 earnings	6(14)
Special reserve		-	-	-	-	398	( 398)	-	-
Share-based payments	6(11)	-	-	446	-	-	-	-	446
Exercise of employee share options	6(12)	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
2025
Balance at January 1, 2025		$ 773,101	$ 282	$ 186,322	$ 58,298	$ 32,872	$ 174,756	$ 3,772	$ 1,229,403
Profit for the year		-	-	-	-	-	123,498	-	123,498
Other comprehensive income (loss) for the year	6(10)
Total comprehensive income (loss)		-	-	-	-	-	2,334	( 3,864)	( 1,530)
Appropriations of 2024 earnings	6(14)
Legal reserve		-	-	-	9,916	-	( 9,916)	-	-
Reversal of special reserve		-	-	-	-	( 27,200)	27,200	-	-
Cash dividends		-	-	-	-	-	( 61,865)	-	( 61,865)
Exercise of employee share options	6(12)	1,390	( 282)	449	-	-	-	-	1,557
Balance at December 31, 2025		$ 774,491	$ -	$ 186,771	$ 68,214	$ 5,672	$ 256,007	($ 92)	$ 1,291,063

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

33 -

XAVI TECHNOLOGIES CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

	Notes	Year ended December 31
		2025	2024
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax		$ 145,305	$ 108,399
Adjustments
Adjustments to reconcile profit (loss)
Depreciation	6(6)(7)(19)	11,954	12,850
Amortization	6(19)	1,535	1,616
Expected credit loss (gain)	12(2)	2,663	( 9,013 )
Net loss on financial assets and liabilities at fair value through profit or loss - others	6(2)(18)	11,835	15,660
Net loss (gain) on financial assets at fair value through profit or loss - derivative instruments	6(2)(18)	27,430	( 9,853 )
Interest expense		3,911	6,069
Interest income	6(16)	( 30,382 )	( 34,925 )
Dividend income	6(17)	( 1,033 )	( 1,231 )
Share-based payments	6(11)	-	446
Share of profit or loss of subsidiaries, associates and joint ventures accounted for using equity method	6(5)	( 38,126 )	( 74,612 )
Loss (gain) on lease modification	6(7)	1	( 1 )
Advance receipts and payables overdue by more than two years reclassified as other income	6(17)	( 34,193 )	-
Changes in operating assets and liabilities
Changes in operating assets
Financial assets and liabilities at fair value through profit or loss - derivative instruments		( 18,104 )	( 2,393 )
Accounts receivable		( 238,654 )	( 388,187 )
Accounts receivable - related parties		( 381 )	129
Other receivables		( 1,501 )	1,383
Other receivables - related parties		68,762	( 115,739 )
Inventories		( 43,354 )	14,743
Prepayments		( 6,103 )	502,737
Changes in operating liabilities
Contract liabilities - current		( 64,295 )	257,011
Accounts payable - related parties		( 16,783 )	127,593
Other payables		( 11,465 )	76,533
Other payables - related parties		4,244	( 591 )
Other current liabilities		( 2,338 )	( 222 )
Net defined benefit asset		( 375 )	( 61 )
Cash (outflow) inflow generated from operations		( 229,447 )	488,341
Interest received		30,382	34,925
Dividends received		1,033	1,231
Interest paid		( 3,969 )	( 6,260 )
Income tax paid		( 3,052 )	( 14,478 )
Net cash flows (used in) from operating activities		( 205,053 )	503,759

(Continued)

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

XAVI TECHNOLOGIES CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in thousands of New Taiwan dollars)

	Notes	Year ended December 31
		2025	2024
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through profit or loss - others		($ 1,191)	$ -
Proceeds from capital reduction of investments accounted for using the equity method		29,430	-
Decrease (increase) in other receivables due from related parties		73,800	( 78,090 )
Acquisition of property, plant and equipment	6(6)	( 5,224 )	( 2,184 )
Acquisition of intangible assets		( 1,717 )	( 1,647 )
Net cash flows from (used in) investing activities		95,098	( 81,921 )
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in short-term borrowings	6(23)	( 2,000 )	( 282,000 )
(Decrease) increase in other payables to related parties	6(23)	( 38,836 )	20,850
Payments of lease liabilities	6(23)	( 8,873 )	( 8,748 )
Cash dividends paid	6(14)	( 61,865 )	-
Exercise of employee share options		1,557	3,718
Net cash flows used in financing activities		( 110,017 )	( 266,180 )
Net (decrease) increase in cash and cash equivalents		( 219,972 )	155,658
Cash and cash equivalents at beginning of year	6(1)	774,021	618,363
Cash and cash equivalents at end of year	6(1)	$ 554,049	$ 774,021

34 -

Attachment 4

XAVi Technologies Corporation

2025 Earnings Distribution table

Units: NTD$

Item	Amount
Retained earnings after adjustment at the beginning of the period (note 1)
Add: 2025 retained earnings adjustment (note 2)	130,175,531
Distributable earnings of the fiscal year
Add: 2025 net profits after tax
Less: Legal reserves set aside	2,334,164
	123,496,744
	( 12,583,091)
Distributable retained earnings as of the end of the year	$ 243,423,348
Cash dividends for shareholders NT$1.1 (note 4)	($85,194,032)
Undistributed earnings by the end of the period	$ 158,229,316
Note:
1. It refers to the undistributed retained earnings after the 2024 earnings distribution approved by the 2025 Shareholders’ Meeting.
2. Refers to the adjustment of retained earnings by $2,334,164 due to actuarial gains on defined benefit plans during 2025.
3. Total number outstanding shares is 77,449,120 shares.
4. Cash dividend distribution was approved by the board meeting and will be presented in the shareholders’ meeting.

Chairman: Roger Lu

Manager: Rex Lee

Accounting Officer: Fanny Peng

Attachment 5

Comparison Table for the original articles and amendments of “Procedures for Handling Derivative Transactions”:

Session	Original Article	Amended Articles	Explanation
3	[Previous text omitted]
(4) Trading Limits and Loss Limits
I. The foreign exchange hedging limit shall be capped at the monthly net transactional foreign exchange position (including positions expected to be generated in the future).
II. Loss Limit
i. The Company:
A. The loss on any individual contract shall not exceed 20% (inclusive) of the contract amount.
B. The total loss on all contracts shall not exceed 20% (inclusive) of the total contract amount.
Upon reaching the aforementioned loss limit, the finance unit shall submit a written request to the President for a decision on whether to proceed with relevant actions such as closing out positions to stop losses.
ii. Subsidiaries:
A. The loss on any individual contract shall not exceed 20% (inclusive) of the contract amount.
B. The total loss on all contracts shall not exceed 20% (inclusive) of the total contract amount.
When any subsidiary reaches its prescribed loss limit, the finance unit of such subsidiary shall submit a written request to its president for a decision on whether to proceed with relevant actions such as closing out positions to stop losses.
[Remaining text omitted]	[Previous text omitted]
(4) Trading Limits and Loss Limits
I. The foreign exchange hedging limit shall not exceed the net position of accounts receivable and payable or the net asset and liability position arising from the Company's business within the next six months.
II. Loss Limit
i. The Company:
A. The loss on any individual contract shall not exceed 15% (inclusive) of the contract amount.
B. The total loss on all contracts shall not exceed 15% (inclusive) of the total contract amount.
Upon reaching the aforementioned loss limit, the finance unit shall submit a written request to the President for a decision on whether to proceed with relevant actions such as closing out positions to stop losses.
ii. Subsidiaries:
A. The loss on any individual contract shall not exceed 15% (inclusive) of the contract amount.
B. The total loss on all contracts shall not exceed 15% (inclusive) of the total contract amount.
When any subsidiary reaches its prescribed loss limit, the finance unit of such subsidiary shall submit a written request to its president for a decision on whether to proceed with relevant actions such as closing out positions to stop losses.
[Remaining text omitted]	1. Minor textual amendments made in accordance with practical operating procedures
2. In accordance with Group policy, the cap on losses for individual/all contracts has been lowered from 20% to 15%.
12	The Rules were adopted on 28 May 2004.
These Rules were last amended on 4 August 2025.	The Rules were adopted on 28 May 2004.
These Rules were last amended on 21 May 2026.	Update the date of the most recent revision.

Attachment 6

XAVi Technologies Corporation

Procedures for Handling Derivative Transactions

Purpose:

To effectively manage the income and expenditures, assets, and liabilities of the Company or its subsidiaries as defined under the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as the "Subsidiaries"), and to reduce risks arising from fluctuations in foreign exchange rates, interest rates, and other factors, these Procedures are established in accordance with Article 36-1 of the Securities and Exchange Act and the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" promulgated by the Financial Supervisory Commission.

Scope of Application:

(1) The types of derivative instruments that may be traded refer to forward contracts, option contracts, futures contracts, leveraged margin contracts, and swap contracts, the value of which is derived from a specific interest rate, financial instrument price, commodity price, foreign exchange rate, price or rate index, credit rating or credit index, or other variable; a combination of the aforementioned contracts; or a hybrid contract or structured product embedded with a derivative instrument. The term "forward contracts" as used herein does not include insurance contracts, performance contracts, after-sales service contracts, long-term lease contracts, and long-term purchase (sales) contracts.

(2) Nature of transaction: Hedging transactions - for the purpose of hedging operational risks.

Trading Principles and Policies:

(1) Type of transaction

The current scope of derivative instrument transactions is limited to forward foreign exchange, options trading, and currency swap transactions. If there is a need to use other instruments, prior approval shall be obtained from the Chairman of the Company.

(2) Management and Hedging Strategies

Transactions in derivative instruments shall, in principle, be hedging transactions in the same currency; provided, however, that where the hedging cost for such currency is clearly excessive, basket currency hedging transactions in other currencies may be adopted instead, taking into comprehensive consideration both risk and hedging cost.

(3) Division of Powers and Responsibilities

I. Powers and Responsibilities of the Board of Directors

i. To approve these Procedures, and any amendments thereto, and submit these Procedures to the shareholders' meeting for recordation.

ii. To convene the Board of Directors on a regular or ad hoc basis (depending on the status of the case), at which the chief officer of the finance and accounting unit shall report on the performance of derivative instrument transactions to the Board of Directors.

II. Powers and Responsibilities of the President and the Chairman

i. To submit derivative instrument transaction proposals to the next meeting of the Board of Directors.

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Attachment 6

ii. To approve derivative instrument transaction proposals as authorized by the Board of Directors.

III. Powers and Responsibilities of the Finance Division of the Finance and Accounting Unit

i. To collect market information, assess trends and risks, be familiar with financial instruments, regulations, and trading techniques, and consolidate the net foreign exchange positions of the entire Company, in order to provide sufficient information for management's decision-making, and to conduct transactions within the authorized limits in accordance with the Company's policies and instructions.

ii. Calculate cash flows in detail and arrange fund scheduling, and handle the settlement of foreign exchange transactions.

iii. Periodically provide estimates for evaluating the gains and losses of foreign exchange trading positions to the accounting unit.

IV. Powers and Responsibilities of the Accounting Division of the Finance and Accounting Unit

i. Maintain accounting records and prepare financial statements in accordance with generally accepted accounting principles.

ii. To make accounting entries based on the estimated gain or loss on foreign exchange trading positions provided by the finance unit.

(4) Trading Limits and Loss Limits

I. The foreign exchange hedging limit shall not exceed the net position of accounts receivable and payable or the net asset and liability position arising from the Company's business within the next six months.

II. Loss Limit

i. The Company:

A. The loss on any individual contract shall not exceed 15% (inclusive) of the contract amount.

B. The total loss on all contracts shall not exceed 15% (inclusive) of the total contract amount.

Upon reaching the aforementioned loss limit, the finance unit shall submit a written request to the President for a decision on whether to proceed with relevant actions such as closing out positions to stop losses.

ii. Subsidiaries:

A. The loss on any individual contract shall not exceed 15% (inclusive) of the contract amount.

B. The total loss on all contracts shall not exceed 15% (inclusive) of the total contract amount.

When any subsidiary reaches its prescribed loss limit, the finance unit of such subsidiary shall submit a written request to its president for a decision on whether to proceed with relevant actions such as closing out positions to stop losses.

(5) Performance Evaluation

Positions held in derivative instruments shall be evaluated at least once per week, and hedging transactions shall be evaluated at least twice per month. The evaluation reports shall be submitted to the chief officer of the finance and accounting unit for approval.

Attachment 6

4. Operating Procedures:

(1) Authorized Limit

I. Execution of Transactions

Based on changes in the Company's revenue and risk positions, any transaction with a single or cumulative daily amount of USD 3 million or less shall be submitted to the President for approval; any transaction with an amount from USD 3 million up to and including NT$10,000,000 shall be submitted to the Chairman for approval; and any transaction with an amount exceeding USD 10 million shall be submitted to the Board of Directors for approval. However, if there is insufficient time to obtain prior approval from the Board of Directors, approval may first be obtained from the Chairman of the Company, and the matter shall subsequently be submitted for ratification at the next meeting of the Board of Directors.

II. Settlement

Settlement operations shall be approved by the chief officer of the finance and accounting unit. In the event of early settlement, if the settlement loss on an individual contract reaches 20% (inclusive) or more of the contract amount, the matter shall be submitted to the President for approval.

(2) Implementation Procedures

I. Confirm trading positions.

II. Analysis and judgment of relevant trends.

III. Determine the underlying instrument, position, strategy, target price, and price range for the transaction.

IV. Obtaining transaction approval: The finance and accounting unit shall fill out a Treasury Transaction Form, an Application Form for Refinancing with a Foreign Currency Loan, or an Application Form for Purchase of Foreign Currency Options, and proceed with the transaction after the form has been submitted and approved.

V. Execution of Transactions

Counterparties: Limited to domestic and foreign financial institutions.
Trading Personnel: Personnel authorized by the Chairman to execute transactions shall be reported to the Board of Directors.

VI. Transaction Confirmation: After a transaction is executed by the trading personnel, they shall confirm whether the transaction terms are consistent with the supporting documents, and then submit them to the accounting unit for the issuance of a voucher and for booking. The application form mentioned in item 4 of this section shall also be attached and submitted to the chief officer of the finance and accounting unit for approval. The roles of personnel engaged in the trading of derivative instruments and personnel responsible for confirmation may not be held by the same person.

VII. Settlement: After the transaction is confirmed to be correct, the finance unit shall prepare the payment and relevant documents on the settlement date and perform settlement at the agreed

Attachment 6

price.

VIII. The personnel executing transactions shall report the status of the executed transactions to the next meeting of the Board of Directors; the term "next meeting of the Board of Directors" shall not include a meeting of the Board of Directors convened at any time due to exigent circumstances.

(3) When a matter is submitted to the Board of Directors for discussion in accordance with paragraph 1 hereof, the opinions of each independent director shall be given full consideration. If any independent director has an opposing or reserved opinion, it shall be stated in the minutes of the Board of Directors meeting.

Any matter that requires the approval of the Audit Committee pursuant to paragraph 1 hereof shall first be approved by more than one-half of all members of the Audit Committee (calculated based on the number of members actually in office) and then be submitted to the Board of Directors for a resolution.

If the matter in the preceding paragraph is not approved by more than one-half of all members of the Audit Committee, it may be implemented with the approval of two-thirds or more of all directors, and the resolution of the Audit Committee shall be recorded in the minutes of the Board of Directors meeting.

Accounting Treatment:

The accounting treatment upon the conclusion of a transaction shall be in accordance with International Financial Reporting Standard 9 "Financial Instruments" and International Accounting Standard 32 "Financial Instruments: Presentation."

Internal Control System:

(1) Risk management measures

I. Credit risk management: Counterparties are limited to domestic and foreign financial institutions.
II. Market risk management: The Company shall primarily engage in hedging transactions and avoid creating additional positions to the greatest extent possible.
III. Liquidity risk management: The types of derivative financial instruments to be traded must possess a reasonable degree of market liquidity, and the counterparty financial institutions must have adequate equipment, information, and trading capabilities, and be able to conduct transactions in any market.
IV. Operational risk management: Authorization limits and operational procedures must be strictly complied with to avoid operational risks.
V. Legal Risk Management: Any master agreement for foreign exchange transactions signed with a bank must be reviewed by legal counsel before it can be formally signed, in order to avoid legal risks.
VI. Cash settlement risk management: In addition to strictly complying with the provisions on authorized limits, trading personnel shall regularly monitor the Company's cash flow to ensure that there is sufficient cash for payment at the time of settlement.

Attachment 6

(2) Internal Control

I. The roles of trading personnel and personnel responsible for operations such as confirmation and settlement may not be held by the same person.

II. The Company shall periodically reconcile accounts or send confirmations to its correspondent financial institutions.

III. By the tenth day of each month, the finance unit shall provide an evaluation of the gain or loss for the preceding month based on the exchange rates, interest rates, or commodity prices as of the end of that month, and shall prepare a report to be submitted to the President and the Chairman.

IV. The measurement, monitoring, and control of transaction risks shall be the responsibility of personnel from a department other than the trading department, who shall report to the Chairman.

(3) Periodic Evaluation

I. The Board of Directors authorizes the chief officer of the finance and accounting unit to periodically evaluate whether the performance of transactions conforms to the established business strategies and whether the risks assumed are within the Company's scope of risk tolerance.

II. The chief officer of the finance and accounting unit shall periodically evaluate whether the risk and credit management procedures currently in use are appropriate and are being implemented in strict accordance with these Procedures.

III. Positions held in derivative instruments shall be evaluated at least once per week, and hedging transactions shall be evaluated at least twice per month.

IV. In the event of any abnormality in a market value evaluation report, the chief officer of the finance and accounting unit shall take necessary responsive measures and immediately report to the Board of Directors. Independent directors shall attend the Board of Directors meeting and express their opinions.

Internal Audit System:

(1) Internal audit personnel shall, in accordance with the provisions of the "Rules for Implementation of Internal Audit," periodically ascertain the adequacy of internal controls for derivative instrument transactions, and shall, on a monthly basis, audit the trading department's compliance with the "Procedures for Engaging in Derivative Instrument Transactions" and analyze the transaction cycle, and shall prepare an audit report. If any material violation is discovered, the Audit Committee shall be notified in writing.

(2) Internal audit personnel shall, in accordance with the provisions of the "Regulations Governing Establishment of Internal Control Systems by Public Companies," file the audit report and the status of improvement of abnormal items referred to in the preceding paragraph with the competent authority for recordation on a timely basis.

Transaction Log and Public Announcement and Filing:

The finance unit of the Company or its subsidiaries shall record in detail the types and amounts of

Attachment 6

derivative instrument transactions, the date of the Board of Directors' resolution, and the matters evaluated pursuant to Article 6 and Article 7 in a logbook for future reference, and shall make public announcements and filings in accordance with the regulations of the competent authority.

If any manager or responsible personnel of the Company or its subsidiaries violates the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" promulgated by the Financial Supervisory Commission, or these Procedures by engaging in speculative derivative instrument transactions, disciplinary action shall be taken after the matter is reported to and approved by the Board of Directors. Where the circumstances are serious and result in significant losses to the Company, such persons shall also be investigated and held liable in accordance with the law.
Control Procedures for the Handling of Derivative Instrument Transactions by Subsidiaries:

(1) Each subsidiary shall, with reference to the "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" promulgated by the Financial Supervisory Commission and these Procedures, establish its own "Procedures for Engaging in Derivative Instrument Transactions." Such procedures shall be approved by its board of directors and submitted to its shareholders' meeting for approval; the same shall apply to any amendments thereto.

(2) Any subsidiary that is not a domestic public company shall report the status of its derivative instrument transactions as of the end of the preceding month to the Company by the 10th day of each month.

These Procedures shall be approved by more than one-half of all members of the Audit Committee, submitted to the Board of Directors for a resolution, and submitted to the shareholders' meeting for approval. If any director expresses an objection and such objection is recorded or made in a written statement, the Company shall submit such objection to the shareholders' meeting for discussion. The same shall apply to any amendments hereto.

When these Procedures are submitted to the Board of Directors for discussion in accordance with the provisions of the preceding paragraph, the opinions of each independent director shall be given full consideration; if any independent director has an opposing or reserved opinion, it shall be stated in the minutes of the Board of Directors meeting.

The Rules were adopted on 28 May 2004.

These Rules were last amended on 21 May 2026.

Attachment 7

Comparison Table for the original articles and amendments of "Procedures for Election of Directors":

Session	Original Article	Amended Articles	Explanation
10	A ballot shall be invalid if any of the following circumstances applies:
(1) The ballot used was not prepared by the person with the authority to convene the meeting.
(2) A blank ballot is cast into the ballot box.
(3) The writing is illegible or has been altered.
(4) The name of the candidate entered on the ballot does not match the list of director candidates upon verification.
(5) In addition to the name or shareholder account number (identity document number) of the candidate and the allocated voting rights, other text is written on the ballot.	A ballot shall be invalid if any of the following circumstances applies:
(1) The ballot used was not prepared by the person with the authority to convene the meeting.
(2) A blank ballot is cast into the ballot box.
(3) The writing is illegible or has been altered.
(4) The name of the candidate entered on the ballot does not match the list of director candidates upon verification.
(5) In addition to the name of the candidate and the allocated voting rights, other text is written on the ballot.	Textual revisions made in accordance with share registrar practices regarding personal data
16	The Rules were adopted on 28 May 2004.
These Rules were last amended on 23 August 2021.	The Rules were adopted on 28 May 2004.
These Rules were last amended on 21 May 2026.	Update the date of the most recent revision.

Attachment 8

XAVi Technologies Corporation

Procedures for the Election of Directors

To ensure the fair, just, and open election of directors, these Procedures are established in accordance with the relevant provisions of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies.
The election of the directors of the Company shall be conducted in accordance with these Procedures, except as otherwise provided in the Company Act or the Company's Articles of Incorporation.
The election of the Company's directors shall take into consideration the overall composition of the Board of Directors. The composition of the Board of Directors shall take into account diversity. An appropriate diversification policy shall be formulated based on the Board's own operations, the Company's business model, and its development needs, and should include, but not be limited to, standards in the following two major areas:

(1) Basic attributes and values: gender, age, nationality, culture, etc.

(2) Professional knowledge and skills: professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, industry experience, etc.

Members of the Board of Directors shall generally possess the knowledge, skills, and professional ethics necessary to perform their duties. The capabilities that the Board as a whole shall possess are as follows:

(1) Operational judgment.

(2) Accounting and financial analysis skills.

(3) Business management skills.

(4) Crisis management skills.

(5) Industry knowledge.

(6) International market perspective.

(7) Leadership.

(8) Decision-making skills.

Among the directors, more than half of the seats shall not be held by persons who are spouses or relatives within the second degree of kinship of another director.

The Company's Board of Directors shall consider adjusting the composition of the Board of Directors based on the results of performance evaluations.

The qualifications of the Company's independent directors shall comply with the provisions of Articles 2, 3, and 4 of the Regulations Governing the Appointment of Independent Directors and Compliance Matters for Public Companies.
44 -

Attachment 8

The election of the Company's independent directors shall comply with the provisions of Articles 5, 6, 7, 8, and 9 of the Regulations Governing the Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with Article 24 of the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies.

After the Company's shares are listed on the TWSE or TPEx, the election of directors shall be conducted in accordance with the candidate nomination system and procedures stipulated in Article 192-1 of the Company Act.

If the number of directors falls below five due to the dismissal of a director for any reason, the Company shall hold a by-election at the next shareholders' meeting. However, when the number of vacancies on the Board of Directors reaches one-third of the seats specified in the Company's Articles of Incorporation, the Company shall convene an extraordinary shareholders' meeting within sixty (60) days from the date of the event to hold a by-election.

Where the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the next shareholders' meeting. Where all independent directors are dismissed, the Company shall convene an extraordinary shareholders' meeting to hold a by-election within sixty (60) days from the date of the event.

The election of the Company's directors shall adopt a cumulative voting system. Each share shall have voting rights equal to the number of directors to be elected, and such voting rights may be cast for a single candidate or distributed among several candidates.
The Board of Directors shall prepare ballots in a quantity equal to the number of directors to be elected, and shall fill in the voting power on each ballot for distribution to the shareholders attending the shareholders' meeting. The name of the elector may be indicated by the attendance card number printed on the ballot.

The ballot boxes used for the election shall be prepared by the Board of Directors and shall be opened and inspected in public by the ballot scrutineers prior to voting.

The directors of the Company shall be elected from the number of positions specified in the Company's Articles of Incorporation. The voting rights for independent directors and non-independent directors shall be calculated separately, and the candidates who receive a higher number of votes representing voting rights shall be elected in descending order for each respective category. If two or more candidates receive the same number of votes, thereby exceeding the specified number of positions, the winner shall be decided by drawing lots among those candidates. The Chair shall draw lots on behalf of any candidate who is not present.
Before the election begins, the Chair shall appoint a number of scrutineers and vote counters to perform their respective duties; provided, however, that scrutineers must be shareholders.
A ballot shall be invalid if any of the following circumstances apply:

(1) The ballot used was not prepared by the person with the authority to convene the meeting.

Attachment 8

(2) A blank ballot is cast into the ballot box.
(3) The writing is illegible or has been altered.
(4) The name of the candidate entered on the ballot does not match the list of director candidates upon verification.
(5) In addition to the name of the candidate and the allocated voting rights, other text is written on the ballot.

After voting is completed, the ballots shall be counted on-site. Upon completion of the count, the following items shall be entered into a report form, which shall be signed by the scrutineers and reported to the Chair.

(1) Total number of voting rights participating in the election.
(2) Number of valid voting rights.
(3) Number of voting rights corresponding to invalid ballots.
(4) The number of voting rights received by each candidate.

Upon receiving the report, the Chair shall announce the results of the vote count on-site, including the list of elected directors and the number of votes with which they were elected.

After the vote count is completed, the ballots shall be sealed in a paper envelope by the Chair together with the scrutineers and vote counters, and signed or stamped across the seal. The ballots shall be kept in proper custody for at least one year. However, where a shareholder has initiated a lawsuit pursuant to Article 189 of the Company Act, such records shall be preserved until the conclusion of the litigation.
The elected directors shall be issued a notice of election by the Board of Directors of the Company.
Any matters not provided for in these Procedures shall be handled in accordance with the Company Act, the Company's Articles of Incorporation, and other applicable laws and regulations.
These Procedures shall take effect after approval by a shareholders' meeting. The same shall apply to any amendments hereto.
The Rules were adopted on 28 May 2004.

These Rules were last amended on 21 May 2026.

Appendix I

XAVi Technologies Corporation

Rules of Procedure for Shareholders Meetings

I. In order to establish a sound shareholders' meeting governance system, improve the supervision function, and strengthen the management function of the Company, these Rules are established in accordance with the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies" for compliance.

II. The rules of procedure for the Company's shareholders' meetings, except as otherwise provided by laws and regulations or the Company's Articles of Incorporation, shall be handled in accordance with these Rules.

III. Shareholders' meetings of the Company, unless otherwise specified by law, shall be convened by the Board of Directors.

Changes in the method of convening the Company's shareholders' meeting shall be resolved by the board of directors and implemented no later than the dispatch of the shareholders' meeting notice.

The Company shall prepare the shareholders' meeting notice, proxy form, recognitions, discussions, reasons and explanatory materials of the election or dismissal of directors and other motions before the statutory deadline in advance and upload the electronic format of the materials to the Market Observation Post System (MOPS). In addition, the Company shall prepare the shareholders' meeting handbook and supplementary materials in an electronic format and upload them to the MOPS before the statutory deadline. The materials shall also be accessible to the shareholders for reference at anytime and be displayed at the Company and the appointed professional share registration service agency.

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

i. When a physical shareholders' meeting is convened, the materials shall be distributed at the venue of the shareholders' meeting.

ii. When holding a shareholders' meeting is assisted by video convening, it shall be distributed at the venue of the shareholders' meeting and transmitted to the video conferencing platform as electronic files.

iii. When convening a shareholders meeting by video connection, the file shall be transmitted electronically to the video conferencing platform.

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

Election or dismissal of directors, amendments to Articles of Incorporation, capital reduction, application for suspension of public offering, permission for directors to compete, capital increase by retained earnings, capital increase by capital reserves, dissolution, merger, spin-off,

Appendix I

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

48 -

Appendix I

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 items in the notice of meeting:

49 -

Appendix I

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.

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

Appendix I

VIII. The Company shall keep uninterrupted audio and video recordings of the shareholder check-in process, the shareholders' meeting in session, and the vote counting process from the time shareholder check-in is accepted and retain the recording for at least one year. However, if a shareholder raises a litigious claim against the Company in accordance with Article 189 of the Company Act, the abovementioned documents must be retained until the end of the litigation. When convening a video shareholders' meeting, the Company must keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by the Company, and continuously record audio and video, without interruption, the proceedings of the virtual meeting from beginning to end.

The information and the audio and video recording in the preceding paragraph must be properly kept by the Company during the entirety of its existence, and copies of the audio and video recording must be provided to and kept by the party appointed to handle matters of the virtual meeting.

IX. Shareholders' presence is determined by the number of shares represented in a meeting. The number of shares represented by shareholders present at the meeting is calculated based on attendance log records or the attendance cards collected, and the shares checked in on the video conference platform, plus the number of shares that have voting rights exercised in writing or through electronic means.

The chairperson shall announce the commencement of meeting as soon as it is due. However, if current attendance represent less than half of the Company's outstanding shares, the chairperson may announce the postponement of the meeting up to a maximum of two times, for a period totaling no more than one hour. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair must declare the meeting adjourned. In the event of a virtual shareholders meeting, the Company must also declare the meeting adjourned at the virtual meeting platform.

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

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

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

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

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In either of the two situations described above, the chairperson cannot dismiss the meeting while a motion (including impromptu motion) is still in progress. If the chairperson violates conference rules by dismissing the meeting when not allowed to do so, other members of the board shall immediately assist attending shareholders in electing another chairperson that has the support of more than half of voting rights represented on-site to continue the meeting.

The chairperson must allow adequate time to explain and discuss various motions, amendments or special motions proposed during the meeting. The chairperson may announce a termination of further discussions if the issue in question is considered to have been sufficiently discussed to proceed with voting and shall allocate ample time to vote.

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

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

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

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

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

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

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

XII. Votes in a shareholders' meeting are vested based on the number of shares represented.

Shares that do not carry voting rights are excluded from the calculation of outstanding shares when voting for the final resolution.

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

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

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

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representing two or more shareholders during the meeting. Voting rights that exceed this threshold shall be excluded from the calculation.

XIII. Shareholders are entitled to one vote per share, except for shares that are subject to voting restrictions or situations outlined in Paragraph 2, Article 179 of the Company Act.

The Company must give shareholders the option to exercise voting rights in writing or by using the electronic method during shareholder meetings. Instructions for exercising voting rights in writing or through electronic means must be stated clearly in writing on the meeting notice. Shareholders who have voted in writing or used the electronic method are considered to have attended shareholder meeting in person. However, they are considered to have waived their rights to participate in any special motion or any amendment to the original discussion that may arise during the shareholder meeting. For this reason, the Company should avoid proposing special motions or amendments to the original motion where possible.

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

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

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

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

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

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

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

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on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed to have abstained from voting.

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

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

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

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

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

XV. Shareholders' meeting resolutions shall be compiled into detailed minutes, signed or affixed with seal by the chairperson and disseminated to each shareholder no later than 20 days after the meeting. Preparation and distribution of meeting minutes can be made in electronic form.

The Company may disseminate meeting minutes by announcing details over the MOPS.

The meeting minutes shall accurately record the year, month, day, place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of directors. Minutes shall be retained for as long as the Company exists.

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

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

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measures available to shareholders with difficulties in participating in shareholders' meetings by video.

XVI. On the day of a shareholders' meeting, the Company must compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation, the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and must make an express disclosure of the same at the place of the shareholders meeting. In the event an online shareholders meeting, the Company must upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

During the Company's video shareholders' meeting, when the meeting is called to order, the total number of voting shares represented at the meeting shall be disclosed on the virtual meeting platform. If there is a separate number for the voting shares of attendants, the same shall apply.

The Company must disclose on MOPS within the specified time any shareholders' meeting resolutions that constitute material information as defined by law or the rules of Taiwan Stock Exchange Corporation and Taipei Exchange.

XVII. Officers of the shareholders' meeting must wear proper identification or an arm badge.

The chairperson may instruct security staff to help maintain order in the meeting. While maintaining order in the meeting, all security staff are required to wear arm badges that identify their role as "Security."

For venues that are equipped with broadcasting equipment, the chairman shall halt any shareholder that make statements from equipment not allocated by the Company.

Shareholders in violation of the rules and disobeying correction by the chair to disrupt the meeting are asked to leave the venue and will be escorted out by the proctors or the security personnel.

XVIII. The chairperson may put the meeting in recess at appropriate times. In the event of force majeure, the chairperson may suspend the meeting temporarily and resume it at another time.

If the shareholder meeting is unable to conclude all scheduled motions (including special motions) before the venue is due for return, participants may resolve to continue the meeting at an alternative location.

Shareholders may also resolve to postpone or resume the meeting within the next 5 days, according to Article 182 of the Company Act.

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

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

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meeting is called to order.

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

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

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

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

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

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

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

For dates or period set forth under Article 12, second half, and Article 13, Paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, Paragraph 2, Article 44-15, and Article 44-17, Paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the first paragraph.

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XXII. When convening a video shareholders' meeting, the Company shall provide appropriate alternative measures available to shareholders with difficulties in participating in shareholders' meetings by video.

XXIII. Any other matters not set forth in these Rules shall be dealt with in accordance with the Company Act and other applicable laws, rules, and regulations.

XXIV. These Rules are to be announced and implemented after being approved by the shareholders' meeting, and likewise for any revision.

XXV. These Rules are promulgated on May 28, 2004. These Rules were last amended on June 9, 2022.

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Appendix II

XAVi Technologies Corporation Articles of Incorporation

Chapter 1 General Provisions

Article 1 The Company was incorporated under the Company Act and named as "XAVi Technologies Corporation" in English.

Article 2 The Company's business is as follows:

I. CC01030 Electrical Appliances and Audiovisual Electronic Products Manufacturing.
II. CC01060 Wired Communication Mechanical Equipment Manufacturing.
III. CC01070 Wireless Communication Mechanical Equipment Manufacturing.
IV. CC01080 - Electronics Components Manufacturing.
V. CC01110 Computer and Peripheral Equipment Manufacturing.
VI. E601020 Electric Appliance Installation.
VII. E605010 computer equipment installation.
VIII. E701030 Controlled Telecommunications Radio-Frequency Devices Installation Engineering.
IX. E701040 Simple Telecommunications Equipment Installation.
X. F113020 Wholesale of Electrical Appliances.
XI. F113050 Wholesale of Computers and Clerical Machinery Equipment.
XII. F113070 Wholesale of Telecommunication Apparatus.
XIII. F118010 Wholesale of Computer Software.
XIV. F119010 Wholesale of Electronic Materials.
XV. F213010 Retail Sale of Electrical Appliances.
XVI. F213030 Retail Sale of Computers and Clerical Machinery Equipment.
XVII. F213060 Retail Sale of Telecommunication Apparatus.
XVIII. F218010 Retail Sale of Computer Software.
XIX. F219010 Retail Sale of Electronic Materials.
XX. F401010 International Trade.
XXI. F401021 Importing Controlled Telecommunications Radio-Frequency Equipment.
XXII. I301010 Information Software Services.
XXIII. I301020 - Data Processing Services.
XXIV. I301030 Electronic Information Supply Services.
XXV. I501010 Product Designing.
XXVI. JA02010 Electric Appliance and Electronic Products Repair.
XXVII. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3 The Company shall have its head office in New Taipei City and when it is determined to be necessary, upon the resolution of the Board of Directors, branch offices and other branches may be established domestically or overseas.

Appendix II

Article 4 The Company may provide guaranty services in accordance with its Procedures for Endorsement and Guarantee.

Article 4-1 The Company may loan funds in accordance with the Company's Procedures for Lending Funds to Other Parties.

Article 5 For re-investments made by the Company, the total investment amount is not restricted by Article 13 of the Company Act, which specifies that the investment amount shall not exceed 40% of the paid-in capital.

Article 6 The Company's announcement shall be made in accordance with Article 28 of the Company Act.

Chapter 2 Shares

Article 7 The total capital of the Company shall be NTD 1 billion, divided into 100 million shares, at a price of NTD 10 per share, and they shall be issued in tranches. For the unissued shares, the Board of Directors is authorized to issue ordinary shares by installments. Out of the total capital referred to in the preceding paragraph, NTD 100 million is reserved for the issuance of employee stock option certificates. A total of 10 million shares are issued at NTD 10 per share. The Board of Directors is authorized to issue shares by installations based on actual needs.

Article 7-1 If the Company issues employee stock warrants with subscription prices not subject to the restrictions specified in Article 53 of the "Regulations Governing the Offering and Issuance of Securities by Securities Issuers," or if treasury shares are transferred to employees, they may be transferred to the employees at a price lower than the average price of the actual buyback. The issuance of the shares shall be approved by the presence of more than two-thirds of the shareholders representing more than half of the total number of issued shares of the Company.

Article 7-2 For the shares acquired by the Company in accordance with the Company Act or the laws and regulations of the competent authority of securities, the subjects for the transfer, the subjects for issuance of employee stock warrants, the subjects for issuance of new restricted shares to employees, and the subjects for whom new shares are reserved for subscription by the employees, the subjects for these payments may also be made to employees of affiliated companies that satisfy the eligibility criteria set forth by the board of directors.

Article 8 The Company issues registered shares which are issued after approval signed or affixed with seal by the Directors representing the Company and certified by the competent authority or the registrar designated by it. The shares issued may be exempted from printing share certificates, but should be registered with the Centralized Securities Depository Enterprise.

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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 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. 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.

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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.

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.

Appendix II

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 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, fax or by other electronic means.

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.

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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. 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 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 the board of directors and reported to the shareholders' meeting.

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

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or to retain them.

The Company is in the development stage of the electronics industry. The dividend policy shall take into account the capital demand for new products and the goal of increasing shareholders' return on investment. Therefore, the total amount of dividend distributed to shareholders each year shall not be less than 10% of the total surplus earnings available for distribution to shareholders, and may be in stock dividends or cash dividends, provided that the cash dividends may not be less than 10% of the total dividends. If the total amount of dividends available for distribution to shareholders falls below NTD 0.5 per share, it is not subject to the restriction of the aforementioned ratio.

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

Chapter 7 Supplementary Provisions

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

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.

Appendix II

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.

65 -

Appendix III

XAVi Technologies Corporation

Shareholding of Directors

The capital of the Company is NT $774,491,200. 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 77,449,120 shares, and the minimum number of shares (8%) held by all directors (excluding independent directors): 6,195,930 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 (23 March 2026) is disclosed 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	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)			36,174,238

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.

AI assistant

XAVi — AGM Information 2026

52328_rns_2026-04-16_7badc79d-cf17-47b9-9cac-a00ac8567039.pdf

XAVi Technologies Corporation

XAVi Technologies Corp.

XAVi Technologies Corporation

Procedure for the 2026 Annual Meeting of Shareholders

Report Items

1. 2025 Operation Results.

2. The Audit Committee’s Review Report on the 2025 Financial Statements.

3. Report on the Distribution of Employee Compensation and Director Remuneration for the Year 2025.

4. Report on the Distribution of Cash Dividends for the Year 2025.

5. Other report items

Acknowledgement items

Description:

Resolution:

Discussion Items

Description:

Resolution:

XAVi Technologies Corporation

2025 Business Report

1. Annual Operating performance

2. Summary of Business Plan for 2026

XAVi Technologies Corporation

Audit Committee’s Review Report

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

Opinion

Basis for opinion

Key audit matters

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

XAVI TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

XAVI TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2025 AND 2024

XAVI TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2025 AND 2024

XAVI TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

INDEPENDENT AUDITORS' REPORT TRANSLATED FROM CHINESE

Opinion

Basis for opinion

Key audit matters

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, 2025 AND 2024

XAVI TECHNOLOGIES CORPORATION

XAVI TECHNOLOGIES CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2025 AND 2024

XAVI TECHNOLOGIES CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

XAVI TECHNOLOGIES CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2025 AND 2024

XAVi Technologies Corporation

2025 Earnings Distribution table

XAVi Technologies Corporation

4. Operating Procedures:

(1) Authorized Limit

I. Execution of Transactions

II. Settlement

(2) Implementation Procedures

I. Confirm trading positions.

II. Analysis and judgment of relevant trends.

III. Determine the underlying instrument, position, strategy, target price, and price range for the transaction.

V. Execution of Transactions

VII. Settlement: After the transaction is confirmed to be correct, the finance unit shall prepare the payment and relevant documents on the settlement date and perform settlement at the agreed

XAVi AGM Information 2026