Stock Code：2331

==> picture [325 x 55] intentionally omitted <==

ELITEGROUP COMPUTER SYSTEMS CO., LTD.

2021 Annual General Shareholders’ Meeting Meeting Handbook

(Translation)

Time and Date: 9:00 a.m, Tuesday, June 22, 2021

Place: XUE XUE INSTITUTE CO., LTD. Address: 1F., NO.207, SEC. 2, TIDING BLVD., NEIHU DISTRICT, TAIPEI CITY 11493, TAIWAN (R.O.C.)

Notice to Readers:

For the convenience of readers, the Meeting Handbook has been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese version shall prevail .

Table of Contents	Table of Contents
Chapter I. Meeting Agenda
Agenda for the Annual Shareholders' Meeting ....................................................................... 1
I.	Meeting Called to Order (report the number of shareholders in attendance) ................ 1
II.	Chairperson Remarks .................................................................................................... 1
III.	Reporting Items ............................................................................................................. 2
	(I) Report the business report of 2020 ......................................................................... 2
	(II) Report the Audit Committee's review report of 2020 ............................................ 2
	(III) Report the Distributions of Employee and Directors’ Compensation of 2020 ...... 2
	(IV) Report the Distributions of Cash Dividend of 2020 ............................................... 2
IV.	Proposals and Ratification Items ................................................................................... 6
	(I) Ratification of the Business Report and Audited Financial Statements of 2020 .... 6
	(II) Ratification of the Earnings Distribution of 2020 ................................................... 7
V.	Discussion Items .......................................................................................................... 29
	(I) The amendments to the Company's
	"Rules of Procedure for Director Elections" ......................................................... 29
	(II) The amendments to the Company's
	"Rules of Procedure for Shareholders' Meetings" .................................................... 34
VI.	Election Item ............................................................................................................... 34
	Directors’ re-election ................................................................................................... 34
VII. Other Item .................................................................................................................... 39
	Discussion to approve the lifting of non-competition restrictions
	for the newly-elected Directors ........................................................................... 39
VIII Extempore Motions ..................................................................................................... 40
IX. Adjournment ................................................................................................................ 40
Chapter II. Appendices
	(I) Articles of Incorporation ....................................................................................... 41
	(II) Rules of Procedure for Director Elections ............................................................ 49
	(III) Rules of Procedure for Shareholders' Meetings .................................................... 52
	(IV) Current shareholding by Directors ........................................................................ 54

Elitegroup Computer Systems Co., Ltd.

Agenda for the 2021 Annual Shareholders' Meeting

I. Meeting Called to Order (report the number of shareholders in attendance)
II. Chairperson Remarks
III. Reporting Items
(I) Report the business report of 2020
(II) Report the Audit Committee's review report of 2020
(III) Report the Distributions of Employee and Directors’ Compensation of 2020
(IV) Report the Distributions of Cash Dividends of 2020
IV. Proposals and Ratification Items
(I) Ratification of the Business Report and Audited Financial Statements of 2020
(II) Ratification of the Earnings Distribution of 2020
V. Discussion Items
(I) The amendments to the Company's "Rules of Procedures for Director Elections"
(II) The amendments to the Company's "Rules of Procedure for Shareholders' Meetings"
VI. Election Item

Directors’ re-election

VII. Other Item

Discussion to approve the lifting of non-competition restrictions for the newly-elected Directors

VIII. Extempore Motions

IX. Adjournment

Reporting Items:

Report I

Subject: To Report the business report of 2020

Description: I. 2020 business report

II. Please refer to the attachemnt 2020 business report of the Company (#Page 3-4#).

Report II

Subject: To Report the Audit Committee's review report of 2020

Description: Please refer to the attachment 2020 Audit Committee's review report (#Page 5#).

Report III

Subject: To Report the Distributions of Employee and Directors’ Compensation of 2020

Description: According to Article 19 of the Articles of Incorporation, the Company appropriates 6%

of the profits, i.e., NT$23,431,316, as employee compensation in 2020, which will be distributed in cash. The Board of Directors has resolved not to pay the remuneration to Directors.

Report IV

Subject: To Report the Distributions of Cash Dividends of 2020

Description: I. Pursuant to Article 19-1 of the Articles of Incorporation, the Company may

authorize the distributable dividends and bonuses or in whole or in part legal reserve and capital reserve as provided in Paragraph 1 of Article 241 of the Company Act to be paid in cash after a resolution has been adopted by the Directors in a Board meeting.
II. Cash dividend for the first half of 2020 is NT$0. Cash dividend for the second half of 2020 amounts to NT$56,558,416, which is equivalent to NT$0.1014667 per share. Also, it is proposed to distribute NT$501,662,671 from capital reserve, which is equivalent to NT$0.9 per share. Thus, each share is entitled to NT$1.0014667. The amount of dividend to be paid is rounded down to NT$ 1 and the residue will be calculated and recognied as other income of the Company. The Chairman is authorized to determine the record date of ex-dividend and cash distribution, the distribution date and other relevant matters.

2020 Business Report

I. Results of operation

The Company generated revenue of the parent company only with NT$23.3 billion in 2020 and a consolidated revenue of NT$26 billion. Net income amounted to NT$66 million and earnings per share was NT$0.11.

				Unit: In Thousands of New Taiwan Dollars	Unit: In Thousands of New Taiwan Dollars	Unit: In Thousands of New Taiwan Dollars	Unit: In Thousands of New Taiwan Dollars
		2020		2019
Item\Year			%		%	Difference	%
		(Consolidated)		(Consolidated)

Net sales revenue		25,995,735	100.00	28,291,303	100.00	(2,295,568)	(8.11)
Cost ofgoods sold		23,264,066	89.49	25,196,020	89.06	(1,931,954)	(7.67)
Grossprofits		2,731,669	10.51	3,095,283	10.94	(363,614)	(11.75)
Net income(Net loss)		65,950	0.25	53,061	0.19	12,889	24.29
	Owners of the
		62,084	0.24	45,779	0.16	16,305	35.62
Net income	Company

attributable to	Non-controlling
		3,866	0.00	7,282	0.03	(3,416)	(46.91)
	interest


				Unit: In Thousands of New Taiwan Dollars
		2020		2019
Item\Year			%		%	Difference	%
		(Parent Company Only)		(Parent Company Only)

Net sales revenue		23,256,321	100.00	25,612,724	100.00	(2,356,403)	(9.20)
Cost ofgoods sold		21,370,098	91.89	23,416,717	91.43	(2,046,619)	(8.74)
Grossprofits		1,886,223	8.11	2,196,007	8.57	(309,784)	(14.11)
Net income(Net loss)		62,084	0.27	45,779	0.18	16,305	35.62

II. Profitability analysis

Profitability analysis
	2020	2019
ItemYear
	(Parent Company Only)	(Parent Company Only)

Return on assets	0.39%	0.33%
Return on shareholders' equity	0.57%	0.42%
Net margin	0.27%	0.18%
Earningsper share (weighted average)	0.11	0.08

III. Business policy and implementation

In the first half of 2020, the global economy was severely hit by the outbreak of COVID-19. The consumption and investment momentum decreased while production, manufacturing and trading activities rapidly diminished. In the second half of the year, the economy recovery was still constrained by the development of pandemic. Even though countries gradually lifted their lockdown measures, containment of the pandemic was unclear, and the recovery of global economy remained challenging. Moving into the post-pandemic era of 2021 and the new chapter after the U.S. presidential election, interest rates will stay low and US dollars will continue to be weak due to quantitative easing policy and increasing budget deficit of the government. The trends of global supply chain diversity and multi-polarization as well as US-China confrontation will persist. With uncertainties such as COVID-19 and US-China trade war, global economy will continue to face adjustments and transformation. According to the statistics of Gartner, the market research institute, the global shipments of PCs in 2020

amounted to 275 million sets, an increase of 4.8% compared with 2019. This was the largest growth rate in the PC market since 2010, primarily due to the pandemic which drove the global demand for remote work and remote learning, as well as the stay-at-home economy. Many home-based activities have become the new normal which means structural changes in the industry. Looking forward to 2021, the PC market is optimistic but challenging. The situation of deferred orders due to component shortage will continue. The widespread of new applications such as 5G, artificial intelligence (AI), Internet of Things (IoT) and electric vehicles (EVs) in the future will facilitate the Company's industry transformation. Therefore, in addition to further developing our existing products, we will also promote the development of non-PC market and increase the proportion of products in the fields of smart gateways, home displays, tablets, IoT, wireless charging, digital signages, in-vehicle products, AI and smart EV chargers. In line with future market conditions, we will continue to launch more products according to diverse customer demand and new technology developments.

IV. Research and development

ECS has been actively engaged in research and development for many years to ensure we possess the key technologies required for future growth. In 2020, our R&D expenses amounted to approximately NT$1,074 million which accounted for 4.1% of revenue. The percentage has increased compared to 2019. In terms of product development, besides products for the end-consumer market, we also take into account the needs from various fields such as entertainment events, offices, schools, banks and transportation, and cooperate with international corporations to create new competition and cooperation mechanisms, thereby stimulate the developments of products in all series, including IoT, wireless charging, tablets, 2-in-1 notebook computers, AI computers, computer sticks, digital signages, in-vehicle devices, mini PCs, chargers, etc. In respect of IoT, other than continuously developing the household/industrial gateway market, we also carry out research and development on enhancing the data security of gateway and the encryption of general platform as well as improve a variety of integrated functions, including "smart vehicle all-in-one management", "intelligent logistics" and "smart charging system."

Besides, in response to the EV trend worldwide where countries will gradually ban the use of petrol and diesel cars starting from 2025, we invest in the development of Smart EV Charger and build a strong R&D team to strengthen product segmentation and diversify product developments in the market. With the introduction of new processors this year, we will strive to expand the businesses of motherboards which support international brands and notebook PC, and work hard on improving product quality as well as tightening controls over costs in order to improve our operational efficiency and market competitiveness.

Chairman: Wen-Yen Lin-Kuo General Manager: Lung-Kuang Yang Accounting Manager: Yi-Ching Chung

Audit Committee's Review Report

The Board of Directors has prepared and submitted the Company's 2020 business report, financial statements (including the consolidated financial statements) and the profit distribution proposal, of which the financial statements have been audited by the Certified Public Accountants of Deloitte Touche Tohmatsu Limited, Taiwan, Hsiu-Chun Huang and Cheng-Chun Chiu, with an audit report issued. The aforementioned business report, financial statements and profit distribution proposal have been reviewed by us, the Audit Committee of the Company. We have not found any inconsistencies with applicable laws in our review of the aforementioned documents. We hereby issue this report in compliance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

2021 Annual Shareholders' Meeting of Elitegroup Computer Systems Co., Ltd.

Convener of the Audit Committee: Han-Fei Lin

March 30, 2021

Proposals and Ratification items:

Item I

Subject: Ratification of the Business Report and Audited Financial Statements of 2020 (Proposed by the Board of Directors)

Description: I. The Company's 2020 parent company only and consolidated financial statements have been approved by the Board of Directors and audited by the Certified Public Accountants of Deloitte Touche Tohmatsu Limited, Taiwan, Hsiu-Chun Huang and Cheng-Chun Chiu, with an audit report issued.
II. Please refer to the attached business report, independent auditors' report and aforementioned financial statements (Page 3-4 & 8-28).
III. Please ratify.

Resolution:

Item II

Subject: Ratification of the Earnings Distribution of 2020 (Proposed by the Board of Directors)

Description: I. In 2020 the Company made a net income of NT$ 62,084,434. By adding on re-measurement on define benefit plans recognized in retained earnings of NT$ 758,250, setting aside 10% of net profit as legal reserve of NT$ 6,284,268 and special reserve of NT$ 0, total distributable earnings for year amount to NT$ 56,558,416.

II. The earnings distribution table is as follows:

Elitegroup Computer Systems Co., Ltd. Earnings Distribution Table For the Year Ended December 31, 2020

	Unit: In New Taiwan Dollars

Unappropriated earnings, beginning balance	0
Net income of 2020	62,084,434
Actuarialgain/loss of defined benefitplans of 2020	758,250
Adjusted unappropriated retained earnings after net profit plus	62,842,684
other items calculated into
Legal reserve (10%) from unappropriated earnings	(6,284,268)
Special reserve appropriated pursuant to laws	0
Earnings available for distribution 2020 dividends to shareholders - cash (NT$0.1014667 per share) Unappropriated earnings, ending balance	56,558,416 (56,558,416)
	0

Chairman: Wen-Yen Lin-Kuo General Manager: Lung-Kuang Yang Accounting Manager: Yi-Ching Chung

III. Please ratify.

Resolution:

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders

Elitegroup Computer Systems Co., Ltd.

Opinion

We have audited the accompanying consolidated financial statements of Elitegroup Computer Systems Co., Ltd. (the Company) and its subsidiaries (collectively referred to as the Group), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (refer to the other matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2020 and 2019, 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 International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audit of the consolidated financial statements for the year ended December 31, 2020 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. We conducted our audit of the consolidated financial statements for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission of the Republic of China on February 25, 2020, and auditing standards generally accepted in 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 based on our audits and the report of other auditors.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters in the audit of the Group’s consolidated financial statements for the year ended December 31, 2020 is stated as follows:

Recognition of Specific Sales Revenue

Refer to Note 4 to the consolidated financial statements for the accounting policy on revenue recognition.

The Group’s sales revenue in 2020 decreased by about 8% compared with that of 2019. However, the trend of sales revenue from specific customers was different from the Group’s overall trend and the net sales revenue from specific customers in 2020 accounted for 37.3% of the consolidated net sales revenue; thus, the recognition of these specific sales revenue was identified as a key audit matter.

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

We understood the design and implementation of internal controls and tested the operating effectiveness of relevant controls over revenue recognition, and evaluated the appropriateness of accounting policies for revenue recognition used by the management.
We sampled details of sales revenue from the specific customers and inspected the relevant transaction documents including sales orders, shipping and receipt documents, and verified that the revenue was recognized upon satisfying the performance obligation.
We checked for any occurrence of subsequent sales returns and allowances, and obtained sufficient evidence regarding cash receipts from the specific sales in identifying the existence of unusual circumstances.

Other Matter

affiliates, is based solely on the reports of other auditors. The total assets of the abovementioned subsidiaries were $1,484,186 thousand and $1,395,096 thousand, respectively, which constituted 6% of the consolidated total assets as of December 31, 2020 and 2019, and total revenues was $780,899 thousand and $1,175,156 thousand, respectively, which constituted 3% and 4% of the consolidated total revenues for the years ended December 31, 2020 and 2019, respectively.

We have also audited the parent company only financial statements of Elitegroup Computer Systems Co., Ltd. as of and for the years ended December 31, 2020 and 2019, on which we have issued an unmodified opinion with other matter paragraph.

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

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

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

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in 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 auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2020 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.

The engagement partners on the audit resulting in this independent auditors’ report are Hsiu-Chun Huang and Cheng-Chun Chiu.

Deloitte & Touche Taipei, Taiwan Republic of China

March 26, 2021

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

ELITEGROUP COMPUTER SYSTEMS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)
Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Financial assets at amortized cost - current (Notes 4, 9 and 33)
Accounts receivables (Notes 4, 5 and 10)
Accounts receivables from related parties (Notes 4, 5, 10 and 32)
Other receivables (Notes 4, 10 and 32)
Inventories (Notes 4, 5 and 11)
Prepayments
Other current assets - others
Total current assets
NON-CURRENT ASSETS
Financial assets at fair value through profit or loss - non-current (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8)
Investments accounted for using the equity method (Notes 4 and 13)
Property, plant and equipment (Notes 4, 14 and 32)
Right-of-use assets (Notes 4, 15 and 32)
Investment properties (Notes 4 and 16)
Goodwill (Notes 4, 5 and 17)
Other intangible assets (Notes 4, 18 and 32)
Deferred tax assets (Notes 4, 5 and 27)
Prepayments for equipment
Refundable deposits
Overdue receivables (Notes 4 and 10)
Net defined benefit assets (Notes 4 and 23)
Other non-current assets
Total non-current assets
TOTAL
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term borrowings (Note 19)
Accounts payable (Notes 4 and 20)
Other payables (Notes 21 and 32)
Current tax liabilities (Notes 4, 5 and 27)
Provisions - current (Notes 4, 5 and 22)
Lease liabilities - current (Notes 4, 15 and 32)
Other advances received (Notes 12, 21 and 30)
Other current liabilities (Notes 4 and 21)
Total current liabilities
NON-CURRENT LIABILITIES
Deferred tax liabilities (Notes 4, 5 and 27)
Lease liabilities - non-current (Notes 4, 15 and 32)
Long-term deferred revenue (Notes 4 and 21)
Net defined benefit liabilities - non-current (Note 4)
Guarantee deposits received
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 4, 24 and 27)
Share capital
Ordinary shares
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other equity
(
Total equity attributable to owners of the Company
NON-CONTROLLING INTERESTS (Notes 4 and 24)
Total equity
TOTAL

2020

The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors’ report dated March 26, 2021)

ELITEGROUP COMPUTER SYSTEMS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

2020	2019
Amount $ 25,995,735 23,264,066 2,731,669 634,121 982,872 1,073,999 2,690,992 - 40,677 (180,282) 343,491 (75,418) 99,471 201,253 (10,024) 378,491 419,168 353,218 65,950 948 (110) (189) 649	Amount % $ 28,291,303 100 25,196,020 89 3,095,283 11 618,966 2 996,408 4 942,356 3 2,557,730 9 (523,362) (2) 14,191 - (182,404) (1) - - (103,890) - 151,051 - 230,488 1 (21,230) - 74,015 - 88,206 - 35,145 - 53,061 - 7,484 - 1,933 - (1,497) - 7,920 - (Continued)	% 100 89
		11
		2 4 3
		9
		(2)
		-
		(1) - - - 1 -
		-
		- -
		-
		- - -
		-

ELITEGROUP COMPUTER SYSTEMS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

2020	2019
Amount $ (8,581) 8,202 (379) 270 $66,220 $ 62,084 3,866 $65,950 $ 63,768 2,452 $66,220 $ 0.11 $ 0.11	Amount $ (186,657) 36,413 (150,244) (142,324) $ (89,263) $ 45,779 7,282 $53,061 $ (91,951) 2,688 $ (89,263) $ 0.08 $ 0.08	% - -
		-
		-
		-
		- -
		-
		- -
		-

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

(With Deloitte & Touche auditors’ report dated March 26, 2021)

(Concluded)

ELITEGROUP COMPUTER SYSTEMS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2019 Appropriation of the 2018 earnings Legal reserve Special reserve Other changes in capital surplus - from investments in associates accounted for using the equity method Net profit for the year ended December 31, 2019 Other comprehensive income (loss) for the year ended December 31, 2019, net of income tax Total comprehensive income (loss) for the year ended December 31, 2019 Changes in non-controlling interest through capital reduction by subsidiary BALANCE AT DECEMBER 31, 2019 Appropriation of the 2019 earnings Legal reserve Special reserve Other changes in capital surplus - dividends unclaimed by shareholders Net profit for the year ended December 31, 2020 Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax Total comprehensive income (loss) for the year ended December 31, 2020 BALANCE AT DECEMBER 31, 2020	Equity Attributable to Shareholders of the Parent (Notes 4, 13, 23, 24and 27)	Equity Attributable to Shareholders of the Parent (Notes 4, 13, 23, 24and 27)	Equity Attributable to Shareholders of the Parent (Notes 4, 13, 23, 24and 27)	Non-controlling Total Interests (Notes 4 and 24) Total Equity $11,010,705 $ 160,659 $11,171,364 - - - - - - 31,250 - 31,250 45,779 7,282 53,061 (137,730) (4,594) (142,324) (91,951) 2,688 (89,263) - (94,587) (94,587) 10,950,004 68,760 11,018,764 - - - - - - 1,700 - 1,700 62,084 3,866 65,950 1,684 (1,414) 270 63,768 2,452 66,220 $11,015,472 $ 71,212 $11,086,684
	Share Capital Capital Surplus $ 5,574,030 $ 5,881,933 - - - - - 31,250 - - - - - - - - 5,574,030 5,913,183 - - - - - 1,700 - - - - - - $ 5,574,030 $ 5,914,883	Retained Earnings Legal Reserve Special Reserve Unappropriated Earnings $ 22,176 $ 185,310 $ 20,610 2,041 - (2,041) - 18,569 (18,569) - - - - - 45,779 - - 5,987 - - 51,766 - - - 24,217 203,879 51,766 5,177 - (5,177) - 46,589 (46,589) - - - - - 62,084 - - 759 - - 62,843 $ 29,394 $ 250,468 $ 62,843	Other Equity Exchange Differences Financial Assets at Fair Value Through on Translating Foreign Operations Other Comprehensive Income $ (673,607) $ 253 - - - - - - - - (145,650) 1,933 (145,650) 1,933 - - (819,257) 2,186 - - - - - - - - 1,035 (110) 1,035 (110) $ (818,222) $ 2,076

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

(With Deloitte & Touche auditors’ report dated March 26, 2021)

ELITEGROUP COMPUTER SYSTEMS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss reversed on accounts/other/overdue and other receivables Net gain on fair value changes of financial assets at fair value through profit or loss Finance costs Reversal of deferred revenue Interest income Dividend income Share of loss of associates (Gain) loss on disposal of property, plant and equipment, net Gain on disposal of assets Impairment loss recognized on financial assets Impairment loss (reversed) recognized on non-financial asset Unrealized net (gain) loss on foreign currency exchange Net changes in operating assets and liabilities (Increase) decrease in financial assets mandatorily classified as at fair value through profit or loss Notes receivable Accounts receivables Other receivables Inventories Prepayments Other current assets Net defined benefit assets Accounts payables Other payables Provisions Other current liabilities Net defined benefit liabilities Other liabilities Cash (used in) generated from operations Interest received Dividends received Interest paid Income tax paid Net cash (used in) generated from operating activities	2020 $ 419,168 583,146 66,650 (8,278) (6,316) 75,418 (6,862) (99,471) (312) 10,024 (11) (343,491) 2,423 (4,305) (9,945) (166) - (181,764) (105,540) (813,681) (63,015) 272,417 (3,988) 113,629 82,165 (13,465) (224,601) 1,658 5,002 (253,511) 106,445 312 (52,146) (195,212) (394,112)	2019 $ 88,206 599,224 102,274 (15,961) (25,259) 103,890 - (151,051) - 21,230 12,065 - - 27,599 233,459 80,806 12,181 721,222 (45,341) 589,886 (34,851) (84,466) (3,768) (347,363) (113,329) (23,465) (143,630) - 43,654 1,647,212 150,849 - (72,843) (160,281) 1,564,937 (Continued)

ELITEGROUP COMPUTER SYSTEMS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Financial assets at amortized cost Acquisition of associates Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in other advances received Increase in refundable deposits Decrease in refundable deposits Payments for intangible assets Payments for investment properties Increase in other non-current assets Increase in prepayments for equipment Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES (Decrease) increase in short-term borrowings Guarantee deposits received Guarantee deposits refunded Repayment of the principal portion of lease liabilities Dividends unclaimed by shareholders recognized as the capital reserve Net cash (used in) generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2020 $ (470,521) (150) (231,418) 27,578 2,315,500 (2,150) 1,328 (10,329) (191) (44,319) (76,200) 1,509,128 (534,838) 5,642 (8,319) (239,793) 1,700 (775,608) (62,558) 276,850 4,252,632 $ 4,529,482	2019 $ (701,263) - (352,406) 8,848 - (3,363) 5,359 (11,080) (390) (33,698) (249,229) (1,337,222) 300,063 15,250 (10,122) (240,647) - 64,544 (215,020) 77,239 4,175,393 $ 4,252,632

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

(With Deloitte & Touche auditors’ report dated March 26, 2021)

(Concluded)

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Elitegroup Computer Systems Co., Ltd.

Opinion

We have audited the accompanying financial statements of Elitegroup Computer Systems Co., Ltd. (the Company), which comprise the balance sheets as of December 31, 2020 and 2019, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, based on our audits and the report of other auditors (refer to the Other Matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, 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 audit of the financial statements for the year ended December 31, 2020 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. We conducted our audit of the financial statements for the year ended December 31, 2019 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Rule No. 1090360805 issued by the Financial Supervisory Commission of the Republic of China on February 25, 2020, and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the 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 based on our audits and the report of other auditors.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters in the audit of the Company’s financial statements for the year ended December 31, 2020 are stated as follows:

Recognition of Specific Sales Revenue

Refer to Note 4 to the financial statements for the accounting policy on revenue recognition.

The Company’s sales revenue in 2020 decreased by about 9% compared with that of 2019. However, the trend of sales revenue from specific customers was different from the Company’s overall trend and the net sales revenue from specific customers in 2020 accounted for 36.2% of the net sales revenue; thus, the recognition of these specific sales revenue was identified as a key audit matter.

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

We understood the design and implementation of internal controls and tested the operating effectiveness of relevant controls over revenue recognition, and evaluated the appropriateness of accounting policies for revenue recognition used by the management.
We sampled details of sales revenue from the specific customers and inspected the relevant transaction documents including sales orders, shipping and receipt documents, and verified that the revenue was recognized upon satisfying the performance obligation.
We checked for any occurrence of subsequent sales returns and allowances, and obtained sufficient evidence regarding cash receipts from the specific sales in identifying the existence of unusual circumstances.

Other Matter

As of and for the years ended December 31, 2020 and 2019, we did not audit the financial statements of ECS Holding (America) Co., Elitegroup Computer Systems (HK) Co., Limited, Elitegroup Computer Systems Korea Co., Ltd., ECS Holding (HK) Co., Limited, Alpha Leader Limited (HK), and Elitegroup Technology (Thailand) Co., Ltd. which were subsidiaries included in the financial statements, such statements were audited by the other auditors instead. Our opinion, insofar as it relates to the amounts included for such subsidiaries is based solely on the report of other auditors. The total assets of the abovementioned investments accounted for using the equity method were $1,310,542 thousand and $1,788,720 thousand, respectively, which constituted 6% and 9% of the total assets as of December 31, 2020 and 2019, and other comprehensive loss of subsidiaries and associates accounted for using the equity method amounted to $29,177 thousand and $23,033 thousand, respectively, which constituted(46%) and 25% of total comprehensive loss for the years then ended, respectively.

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

Management is responsible for the preparation and fair presentation of the 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 financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 auditing standards generally accepted in 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 financial statements.

Identify and assess the risks of material misstatement of the 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 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 financial statements, including the disclosures, and whether the 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 financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2020 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.

The engagement partners on the audit resulting in this independent auditors’ report are Hsiu-Chun Huang and Cheng-Chun Chiu.

Deloitte & Touche Taipei, Taiwan Republic of China March 26, 2021

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.

ELITEGROUP COMPUTER SYSTEMS CO., LTD.

BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Financial assets at amortized cost - current (Notes 4, 8 and 31) Accounts receivable (Notes 4, 5 and 9) Accounts receivable from related parties (Notes 4, 5, 9 and 30) Other receivables (Notes 4, 9 and 30) Inventories (Notes 4, 5 and 10) Prepayments Other current assets (Notes 30) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) Investments accounted for using the equity method (Notes 3, 4, 11 and 19) Property, plant and equipment (Notes 3, 4, 12 and 30) Right-of-use assets (Notes 4, 13 and 14) Investment properties (Notes 4 and 14) Goodwill (Notes 4, 5 and 15) Other intangible assets (Notes 4, 16 and 30) Deferred tax assets (Notes 4, 5 and 25) Refundable deposits Net defined benefit assets (Notes 4 and 21) Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 17) Accounts payable (Notes 4 and 18) Accounts payable to related parties (Notes 4, 18 and 30) Other payables (Notes 19 and 30) Current tax liabilities (Notes 4, 5 and 25) Provisions - current (Notes 4, 5 and 20) Lease liabilities - current (Notes 4 and 13) Other advances received (Notes 11 and 19) Other current liabilities (Notes 4 and 19) Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Notes 4, 5 and 25) Lease liabilities - non-current (Notes 4 and 13) Guarantee deposit received Total non-current liabilities Total liabilities EQUITY (Notes 4, 21, 22, and 25) Share capital Common shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL		2020 Amount % $ 2,814,008 13 561,008 3 3,673,865 17 3,445,722 16 390,688 2 1,084,214 5 1,183,854 6 113,500 1 6,736 - 13,273,595 63 41,702 - 5,457,513 26 63,422 - 298,419 1 509,282 2 386,205 2 8,121 - 824,737 4 194,093 1 128,220 1 14,904 - 7,926,618 37 $ 21,200,213 100 $ 1,247,424 6 1,226,552 6 1,208,275 6 858,163 4 149,304 1 208,136 1 197,166 1 3,677,260 17 742,751 3 9,515,031 45 260,249 1 397,187 2 12,274 - 669,710 3 10,184,741 48 5,574,030 26 5,914,883 28 29,394 - 250,468 1 62,843 1 342,705 2 (816,146) (4) 11,015,472 52 $ 21,200,213 100		2019
				Amount % $ 3,076,141 16 583,562 3 2,655,266 14 3,054,370 16 300,119 1 2,162,817 11 746,981 4 89,073 - 3,458 - 12,671,787 65 44,108 - 4,350,825 22 59,757 - 401,492 2 549,788 3 386,205 2 6,889 - 695,245 4 192,026 1 123,284 1 3,575 - 6,813,194 35 $ 19,484,981 100 $ - - 1,158,659 6 1,735,206 9 760,733 4 125,952 1 220,360 1 186,916 1 2,751,737 14 955,441 5 7,895,004 41 33,356 - 594,353 3 12,264 - 639,973 3 8,534,977 44 5,574,030 29 5,913,183 30 24,217 - 203,879 1 51,766 - 279,862 1 (817,071) (4) 10,950,004 56 $ 19,484,981 100

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

(With Deloitte & Touche auditors’ report dated March 26, 2021)

ELITEGROUP COMPUTER SYSTEMS CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 4, 5, 23 and 30) OPERATING COSTS (Notes 10 and 30) GROSS PROFIT UNREALIZED GAIN (LOSS) ON TRANSACTIONS WITH SUBSIDIARIES (Note 4) REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 12, 13, 21, 24 and 30) Marketing General and administrative Research and development Total operating expenses (LOSS) INCOME FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Notes 4, 11, 14, 24 and 30) Other gains and losses Finance costs Share of profit or loss of associates Interest income Other income Total non-operating income and expenses PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4, 5 and 25) NET PROFIT OTHER COMPREHENSIVE INCOME (LOSS) (Notes 4, 21, 22 and 25) Items that will not be reclassified subsequently to profit or loss:	2020 Amount % $ 23,256,321 100 21,370,098 92 1,886,223 8 (5,498) - 1,880,725 8 568,384 3 505,344 2 870,126 4 1,943,854 9 (63,129) (1) (188,515) (1) (21,685) - 472,571 2 75,889 - 89,616 1 427,876 2 364,747 1 302,663 1 62,084 -	2019
		Amount % $ 25,612,724 100 23,416,717 91 2,196,007 9 2,092 - 2,198,099 9 523,100 2 517,839 2 696,117 3 1,737,056 7 461,043 2 (149,448) - (23,640) - (413,657) (2) 105,300 - 79,723 - (401,722) (2) 59,321 - 13,542 - 45,779 -

(Continued)

ELITEGROUP COMPUTER SYSTEMS CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

		2019
		Amount % 7,484 - 1,933 - (1,497) - 7,920 - (182,063) - 36,413 - (145,650) - (137,730) - (91,951) - $ 0.08 $ 0.08




$	$

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

(With Deloitte & Touche auditors’ report dated March 26, 2021)

(Concluded)

ELITEGROUP COMPUTER SYSTEMS CO., LTD.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2019 Appropriation of the 2018 earnings Legal reserve Special reserve Other changes in capital surplus - from investments in associates accounted for using the equity method Net profit for the year ended December 31, 2019 Other comprehensive income (loss) for the year ended December 31, 2019, net of income tax Total comprehensive income (loss) for the year ended December 31, 2019 BALANCE AT DECEMBER 31, 2019 Appropriation of the 2019 earnings Legal reserve Special reserve Other changes in capital surplus - dividends unclaimed by shareholders Net profit for the year ended December 31, 2020 Other comprehensive income (loss) for the year ended December 31, 2020, net of income tax Total comprehensive income (loss) for the year ended December 31, 2020 BALANCE AT DECEMBER 31, 2020	Share Capital (Notes 22 and 27) Capital Surplus (Notes 4, 22 and 27) $ 5,574,030 $ 5,881,933 - - - - - 31,250 - - - - - - 5,574,030 5,913,183 - - - - - 1,700 - - - - - - $ 5,574,030 $ 5,914,883		Retained Earnings (Notes 21, 22, 25 and 27) Unappropriated Legal Reserve Special Reserve Earnings (Deficits to Be Offset) $ 22,176 $ 185,310 $ 20,610 2,041 - (2,041) - 18,569 (18,569) - - - - - 45,779 - - 5,987 - - 51,766 24,217 203,879 51,766 5,177 - (5,177) - 46,589 (46,589) - - - - - 62,084 - - 759 - - 62,843 $ 29,394 $ 250,468 $ 62,843		Other Equity (Notes 4, 22and 25) Exchange Unrealized Gain (Loss) on Financial Assets Differences on at Fair Value Translating Foreign Operations Through Other Comprehensive Income $ (673,607) $ 253 - - - - - - - - (145,650) 1,933 (145,650) 1,933 (819,257) 2,186 - - - - - - - - 1,035 (110) 1,035 (110) $ (818,222) $ 2,076	Total Equity $ 11,010,705 - - 31,250 45,779 (137,730) (91,951) 10,950,004 - - 1,700 62,084 1,684 63,768 $ 11,015,472

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

(With Deloitte & Touche audit report dated March 26, 2021)

ELITEGROUP COMPUTER SYSTEMS CO., LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Impairment loss reversed on accounts receivable Net gain on fair value change of financial assets at fair value through profit or loss Interest expense Interest income Share of (gain) loss of subsidiaries Impairment loss recognized on financial assets Recognition of impairment loss on non-financial assets Realized gross profit on transactions with subsidiaries Unrealized gross profit on transactions with subsidiaries Unrealized net loss on foreign currency exchange Net changes in operating assets and liabilities Financial assets mandatorily classified as at fair value through profit or loss Accounts receivable Other receivables Inventories Prepayments Other current assets Net defined benefit assets Accounts payable Other payables Provisions Other current liabilities Cash (used in) generated from operations Interest received Interest paid Income tax paid Net cash (used in) generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Increase in other advance received Purchase of financial assets measured at amortized cost Proceeds from sale of financial assets measured at amortized cost Payments for investments accounted for using the equity method Net cash inflow on disposal of associates Payments for property, plant and equipment Increase in refundable deposits Payments for intangible assets	2020 $ 364,747 166,180 6,939 (5,410) (4,594) 21,685 (75,889) (472,571) 2,423 53,610 - 5,498 34,142 27,131 (483,818) (1,055,279) (490,483) (24,427) (3,278) (3,988) (473,722) 102,359 (12,224) (186,295) (2,507,264) 74,982 (5,440) (183,641) (2,621,363) 2,315,500 (11,510,867) 10,493,601 (158,133) 202,461 (22,337) (7) (8,171)	2019 $ 59,321 168,390 11,815 (2,515) (24,434) 23,640 (105,300) 413,657 - 5,796 (2,092) - 100,732 79,496 873,130 22,773 102,969 (11,160) 970 (4,315) 144,578 (137,297) (23,439) (112,185) 1,584,530 103,449 (4,088) (158,354) 1,525,537 - (8,694,922) 7,922,533 (202,915) - (11,307) - (1,728) (Continued)

ELITEGROUP COMPUTER SYSTEMS CO., LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Acquisition of investment properties (Increease) decrease in other non-current assets Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term borrowings Guarantee deposits received Guarantee deposits refunded Repayment of the principal portion of lease liabilities Dividends unclaimed by shareholders recognized as the capital reserve Net cash generated from (used in) financing activities NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2020 (191) (11,329) 1,300,527 1,259,580 110 (100) (202,587) 1,700 1,058,703 (262,133) 3,076,141 $ 2,814,008	2019 (390) 8,856 (979,873) (307,300) 2,428 - (201,453) - (506,325) 39,339 3,036,802 $ 3,076,141

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

(With Deloitte & Touche auditors’ report dated March 26, 2021)

(Concluded)

Discussion Items:

Item I

Subject: To amend the Company's "Rules of Procedure for Director Elections" (Proposed by the Board of Directors)

Description: I. In response to amendments to laws and regulations as well as business needs of the

Company, it is proposed to amend the Company's "Rules for Director Elections"

II. The Comparison Table of Amendments to "Rules for Director Elections" is as follows:

Comparison Table of Amendments to Rules for Director Elections

Article No.	Amended Provisions	Current Provisions	Reasons for Amendments
Article 4	The Company's election of Directors shall adopt the candidate nomination system in accordance with Article 192-1 of the Company Act. Where Directors are dismissed for cause and the total number of Directors falls below five, the Company shall hold a by-election at the next shareholders' meeting. However, if the vacancies on the Board equal to or exceed one-third of the number of Directors stipulated in the Articles of Incorporation, the Company shall convene an extraordinary shareholders' meeting within 60 days of the event to hold a by-election. Where the number of Independent Directors falls short of the number stipulated in Paragraph 1, Article 14-2 of the Securities and Exchange Act, the Company shall hold a by-election at the next shareholders' meeting. Where all Independent Directors are dismissed, the Company shall convene an extraordinary shareholders' meeting within 60 days of the event to hold a by-election.	The Company's election of Directors shall adopt the candidate nomination system in accordance with Article 192-1 of the Company Act.~~The~~ ~~Company reviews the qualifications, education~~ ~~and experience as well as the existence of any~~ ~~other matters set forth in Article 30 of the~~ ~~Company Act with respect to the Director~~ ~~ndidt Th Cmn m nt rbitrril dd~~	Amended according to applicable laws and regulations.
		~~caaes. e opay ay o aay a~~ ~~requirements for documentation of other~~ ~~qualifications, and shall provide shareholders~~ ~~with the results of review for their reference, so~~ ~~as to elect qualified Directors.~~ Where Directors are dismissed for cause and the total number of Directors falls below five, the Company shall hold a by-election at the next shareholders' meeting. However, if the vacancies on the Board equal to or exceed one-third of the number of Directors stipulated in the Articles of Incorporation, the Company shall convene an extraordinary shareholders' meeting within 60 days of the event to hold a by-election. Where the number of Independent Directors falls short of the number stipulated in Paragraph 1, Article 14-2 of the Securities and Exchange Act ~~and the Rules for Review of Securities Listings~~ ~~of Taiwan Stock Exchange Corporation,~~the Company shall hold a by-election at the next shareholders' meeting. Where all Independent Directors are dismissed, the Company shall convene an extraordinary shareholders' meeting within60 days ofthe event tohold a by-election.
Article 9	The voters shall fill in in the "candidate" column on the ballot such candidate'sname andaccount name. In the event that the candidate is a government or a juristic person, the voters voting for such candidate shall fill in the "candidate" column on the ballot with the name of such government or juristic person, or the name of such government or juristic person together with the name of such government's or juristic person's representative. When there are multiple representatives, the names of all representatives shall be listed.	~~In th nt tht th ndidt i hrhldr f~~	Amended according to the actual needs of the Company.
		~~e eve a e caae s a saeoe o~~ ~~the Company,~~the voters voting for such candidate shall fill in in the "candidate" column on the ballot such candidate's account name and ~~hrhldr nt nmbr In th nt tht th~~
		~~saeoe accou ue. e eve a e~~ ~~candidate is not a shareholder of the Company,~~ ~~th tr tin fr h ndidt hll fill in in~~
		~~e voes vog o suc caae sa~~ ~~the "candidate" column on the ballot such~~ ~~candidate's name and ID number. I~~n the event that the candidate is a government or a juristic person, the voters voting for such candidate shall fill in the "candidate" column on the ballot with the name of suchgovernment orjuristicperson,

Article No.	Amended Provisions	Current Provisions	Reasons for Amendments
		or the name of such government or juristic person together with the name of such government's or juristic person's representative. When there are multiple representatives, the names of all representatives shall be listed.
Article 10	A ballot is deemed void if any of the following circumstances occurs: I. The ballot was not prepared byparties entitled to convene the meeting II. Any blank ballot. III. Any ballot with illegible writing rendering it unrecognizable, or any ballot with corrections. IV. The candidate being written on the ballot is inconsistent with thelist of Director candidates upon verification. V. Other wordings or marks are written in addition to the candidate'sname and account name. VI.Any ballot with the names of two or more candidates.	A ballot is deemed void if any of the following circumstances occurs: I. The ballot was not prepared by the Board. II. Any blank ballot. III. Any ballot with illegible writing rendering it unrecognizable, or any ballot with corrections. IV. Where the candidate~~is a shareholder of the~~ ~~Company, the account name or shareholder~~ ~~account number of the candidate written on the~~ ~~ballot is inconsistent with the shareholders'~~ ~~ritr Whr th ndidt i nt hrhldr~~	Amended according to applicable laws and regulations.
		~~egse. ee e caae s o a saeoe~~ ~~of the Company, the name or ID number of the~~ ~~candidate written on the ballot i~~s verified to be incorrect. V. Other wordings or marks are written in addition to the candidate's account name~~(name)~~ ~~r hrhldr nt nmbr (ID nmbr) nd~~
		~~o saeoe accou ue ue, a~~ ~~the number of votes cast for the candidate.~~ ~~VI. The name of the candidate written on the~~ ~~ballot is identical to that of another shareholder,~~ ~~bt n hrhldr nt nmbr r ID nmbr~~
		~~u o saeoe accou ue o ue~~ ~~is provided in the ballot to identify such~~ ~~individual.~~

III. Please make the resolution

Resolution:

Item II

Subject: To amend the Company's "Rules of Procedure for Shareholders' Meetings" (Proposed by the Board of Directors)

Description: I. In response to amendments to laws and regulations as well as business needs of the Company, it is proposed to amend the Company's "Rules of Procedure for Shareholders' Meetings"

II. The Comparison Table of Amendments to "Rules of Procedure for Shareholders' Meetings" is as follows:

Comparison Table of Amendments to Rules of Procedure for Shareholders' Meetings

Article No.	Amended Provisions	Current Provisions	Reasons for Amendments
Article 3	Unless otherwise provided for in relevant laws and regulations, this Company's shareholders' meeting shall be convened by the Board of Directors (the "Board"). This Company shall prepare electronic versions of the shareholders' meeting notice and proxy forms, and the reasons of and explanatory materials relating to all proposals, including proposals for ratification, matters for discussion, or the election or dismissal of Directors, and upload them to the Market Observation Post System (MOPS) 30 days before the date of a general shareholders' meeting or 15 days before the date of an extraordinary shareholders' meeting. Also, the Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS 21 days before the date of the general shareholders' meeting or 15 days before the date of the extraordinary shareholders' meeting. Fifteen days before the date of the shareholders' meeting, the Company shall prepare the shareholders' meeting agenda and supplemental meeting materials and make them available for review by shareholders at any time. These materials shall also be displayed at the Company and its shareholder services agent and distributed on-site at the meeting. The cause or subject of a shareholders' meeting to be convened shall be indicated in the notice and public announcement; and the notice may, as an alternative, be given by electronic transmission, after obtaining a prior consent from the recipient thereof. Election/dismissal of Directors, changes in the Articles of Incorporation, capital reduction, application of halting public offering, permission for the Directors to compete with the Company, capitalization of retained earnings, capitalization of capital reserves, dissolution/merging/splitting of the Company, or all items pertaining to Paragraph 1, Article 185 of the Company Act, Articles 26-1 and 43-6 of the Securities and Exchange Act, or items pertaining to Articles 56-1	Unless otherwise provided for in relevant laws and regulations, this Company's shareholders' meeting shall be convened by the Board of Directors (the "Board"). This Company shall prepare electronic versions of the shareholders' meeting notice and proxy forms, and the reasons of and explanatory materials relating to all proposals, including proposals for ratification, matters for discussion, or the election or dismissal of Directors, and upload them to the Market Observation Post System (MOPS) 30 days before the date of a general shareholders' meeting or 15 days before the date of an extraordinary shareholders' meeting. Also, the Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS 21 days before the date of the general shareholders' meeting or 15 days before the date of the extraordinary shareholders' meeting. Fifteen days before the date of the shareholders' meeting, the Company shall prepare the shareholders' meeting agenda and supplemental meeting materials and make them available for review by shareholders at any time. These materials shall also be displayed at the Company and its shareholder services agent and distributed on-site at the meeting. The cause or subject of a shareholders' meeting to be convened shall be indicated in the notice and public announcement; and the notice may, as an alternative, be given by electronic transmission, after obtaining a prior consent from the recipient thereof. Election/dismissal of Directors, changes in the Articles of Incorporation, capital reduction, application of halting public offering, permission for the Directors to compete with the Company, capitalization of retained earnings, capitalization of capital reserves, dissolution/merging/splitting of the Company, or all items pertaining to Paragraph 1, Article 185 of the Company Act shall be listed as reasons to convene the meeting, with their essential contents specified, and shall not be raised as extempore motions.~~The main~~ ~~contents of theseproposals may be uploaded to~~	Amended according to applicable laws and regulations.
	and 60-2 of the Regulations Governing the Offering and Issuance of Securities bySecurities

Article No.	Amended Provisions	Current Provisions	Reasons for Amendments
	Issuers shall be listed as reasons to convene the meeting, with their essential contents specified, and shall not be raised as extempore motions. Where the reasons for convening the shareholders' meeting already specifies the election of all Directors and the date elected Directors take office, once the election is completed in the shareholders' meeting, the date the elected Directors take office may not be changed by extempore motions or other methods in the same meeting. A shareholder holding 1 percent or more of the total number of issued shares may submit a proposal to the Company for discussion at a general shareholders' meeting, provided that only one matter shall be allowed in each proposal. Where a proposal contains more than one matter, such proposal would not be included in the agenda. In addition, when the circumstances pertaining to subparagraphs of Paragraph 4, Article 172-1 of the Company Act apply to a proposal put forward by a shareholder, the Board may exclude it from the agenda.Shareholders may submit proposals to urge the Company to promote public interests or fulfill its social responsibilities. Only one matter shall be allowed	~~th bit f tt iti thiti~~
		~~e wese o compeen secures auores or~~ ~~a website designated by the Company, with its~~ ~~URL specified on the meeting notice.~~ Where the reasons for convening the shareholders' meeting already specifies the election of all Directors and the date elected Directors take office, once the election is completed in the shareholders' meeting, the date the elected Directors take office may not be changed by extempore motions or other methods in the same meeting. A shareholder holding 1 percent or more of the total number of issued shares may submit a proposal to the Company for discussion at a general shareholders' meeting, provided that only one matter shall be allowed in each proposal. Where a proposal contains more than one matter, such proposal would not be included in the agenda.~~However, a shareholder proposal~~ ~~proposed for urging the Company to promote~~ ~~bli intrt r flfill it il rnibiliti~~
		~~puc eess o u s soca esposes~~ ~~may still be included in the agenda by the Board.~~ In addition, when the circumstances pertaining to subparagraphs of Paragraph 4, Article 172-1 of the Company Act apply to a proposal put forward by a shareholder, the Board may exclude it from the agenda. Prior to the book closure date before a general shareholders' meeting is held, the Company shall publicly announce that it will receive shareholder proposals, in written or electronic method, and the location and time period for the submission. The period for submission of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the general shareholders' meeting and take part in discussion of the proposal. Prior to the date for issuance of notice of a shareholders' meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this Article. For shareholder-submitted proposals excluded from the agent, the Board shall explain the reasons for the exclusion at the shareholders' meeting.
	in each proposal pursuant to Article 172-1 of the Company Act. Where a proposal contains more than one matter, such proposal would not be included in the agenda. Prior to the book closure date before a general shareholders' meeting is held, the Company shall publicly announce that it will receive shareholder proposals, in written or electronic method, and the location and time period for the submission. The period for submission of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the general shareholders' meeting and take part in discussion of the proposal. Prior to the date for issuance of notice of a shareholders' meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this Article. For shareholder-submitted proposals excluded from the agent, the Board shall explain the reasons for the exclusion at the shareholders' meeting.
Article 9	The attendance at the shareholders' meeting shall be calculated based on the number of shares. The calculation of the number of shares present shall be based on the attendance register or sign-in cards submitted by the shareholders and those shares whose votes are exercised by correspondence or electronic transmission. The chairperson shall call the meetingto order at	The attendance at the shareholders' meeting shall be calculated based on the number of shares. The calculation of the number of shares present shall be based on the attendance register or sign-in cards submitted by the shareholders and those shares whose votes are exercised by correspondence or electronic transmission. The chairperson shall call the meetingto order at	Amended according to applicable laws and regulations.

Article No.	Amended Provisions	Current Provisions	Reasons for Amendments
	the time scheduled for the meeting,as well as announcing information such as the number of shares with no voting right and shares present.In the event that the meeting is attended by shareholders representing less than half of the total issued shares, the chairperson may announce a postponement of the meeting, however, there may not be more than two postponements in total and the total time accumulated in the postponement(s) shall not exceed one hour. In the event that the meeting is still attended by shareholders representing less than one-third of the total issued shares after two postponements, the chairperson may announce that the meeting shall be adjourned. In the event that the meeting is attended by shareholders not up to the specified quorum but representing more than one-third of the total issued shares after two postponements, a tentative resolution may be passed in accordance with Paragraph 1, Article 175 of the Company Act. A notice of such tentative resolution shall be given to each shareholder, and a shareholders' meeting shall be reconvened within one month. In the event that the total number of shares represented by attending shareholders reaches a majority of the total issued shares before that same shareholder meeting is adjourned, the chairperson may bring the tentative resolution(s) so adopted into the shareholders' meeting to be duly resolved in accordance with Article 174 of the CompanyAct.	the time scheduled for the meeting. In the event that the meeting is attended by shareholders representing less than half of the total issued shares, the chairperson may announce a postponement of the meeting, however, there may not be more than two postponements in total and the total time accumulated in the postponement(s) shall not exceed one hour. In the event that the meeting is still attended by shareholders representing less than one-third of the total issued shares after two postponements, the chairperson may announce that the meeting shall be canceled. In the event that the meeting is attended by shareholders not up to the specified quorum but representing more than one-third of the total issued shares after two postponements, a tentative resolution may be passed in accordance with Paragraph 1, Article 175 of the Company Act. A notice of such tentative resolution shall be given to each shareholder, and a shareholders' meeting shall be reconvened within one month. In the event that the total number of shares represented by attending shareholders reaches a majority of the total issued shares before that same shareholder meeting is adjourned, the chairperson may bring the tentative resolution(s) so adopted into the shareholders' meeting to be duly resolved in accordance with Article 174 of the Company Act.
Article 14	When there is a Director election in the shareholders' meeting, the election shall be conducted in accordance with the applicable election and appointment rules of the Company. The results of the election shall be announced immediately at the meeting, on-site, including the list of Directors elected and the number of voting rights thereof,as well as the list of unelected Directors and the number of voting rights thereof. The ballots of aforementioned election shall be sealed and signed off by the ballot inspectors and be retained for at least a year. If, however, a shareholder files a lawsuit based on Article 189 of the Company Act, these ballots shall be retained until the conclusion of the litigation.	When there is a Director election in the shareholders' meeting, the election shall be conducted in accordance with the applicable election and appointment rules of the Company. The results of the election shall be announced immediately at the meeting, on-site, including the list of Directors elected and the number of voting rights thereof. The ballots of aforementioned election shall be sealed and signed off by the ballot inspectors and be retained for at least a year. If, however, a shareholder files a lawsuit based on Article 189 of the Company Act, these ballots shall be retained until the conclusion of the litigation.	Amended according to applicable laws and regulations.

III. Please make the resolution

Resolution:

Election Items:

Item I

Subject: An election of Directors (Proposed by the Board of Directors)

Description: I. The tenure of the Company's current Directors will expire on June 24, 2021. It is proposed to hold an election of Directors in this shareholders’ meeting.
II. In compliance with the Articles of Incorporation, the Company shall elect nine Directors (including three Independent Directors) to serve a term of three years. The election shall adopt the candidate nomination system. Directors are eligible for re-election. The tenure of newly elected Directors commences on June 22, 2021 and expires on June 21, 2024.

III. The list of Director candidates (including Independent Directors) is as follows:

Candidate List for Directors (including Independent Directors)

Type	Name	Education	Work Experience	Current Position	Reasons for Nominating an Independent Director who Has Served as Such for Three Consecutive Terms	Nominator
Director	Tatung Co. Representative: I-Wen Chung	Bachelor of Economics, Iowa State University	President of Mechatronic Components Business Group, Hon Hai Precision Industry Co., Ltd. Sales manager of Dahin Group	Director of Tatung Co. President of Tatung Co.	N/A	The Board of Directors of Elitegroup Computer Systems Co., Ltd
Director	Tatung Co. Representative: Chun-Sheng Ho	Bachelor of Electrical Engineering, Tatung University	President of Advantech Co., Ltd. President of Inalways Corporation President of Hewlong Information Corporation Sales Manager of HP Taiwan Information Technology Ltd. TV Design Engineer of TatungCo.	Executive Director of Advantech Co., Ltd. Director of Tatung Co.	N/A

Type	Name	Education	Work Experience	Current Position	Reasons for Nominating an Independent Director who Has Served as Such for Three Consecutive Terms	Nominator
Director	Tatung Co. Representative: Ching-Hsiang Lin	Master of Computer Engineering, University of Southern California Bachelor of Control Engineering, National Chiao Tung University	Executive Secretary of Taiwan-USA Industrial Cooperation Promotion Office (TUSA), MOEA Business Director of International Center/Industry, Science and Technology International Strategy Center, ITRI Deputy General Director of International Center, ITRI In charge of ITRI Moscow Office Deputy General Director of SOC Technology Center, ITRI Director of Semiconductor Industry Promotion Office (SIPO), IDB, MOEA Secretary General and President of Taiwan SoC Consortium Executive Vice President of Integrated Telecom Express, Inc. Vice President of Acer Netxus Inc. Manager/Leader of Electronics Research & Service Organization(ERSO)/ICL,ITRI	Consultant of Taiwan-USA Industrial Cooperation Promotion Office (TUSA), MOEA Consultant of Industry, Science and Technology International Strategy Center, ITRI Director of Tatung Co. Independent Director of Mosel Vitelic Inc.	N/A	The Board of Directors of Elitegroup Computer Systems Co., Ltd
Director	Song Ming Investment Co., Ltd. Representative: Pan-Tsu Wu	Department of Insurance and Banking, Tamkang University	President of Retail Division, Pou Chen Corp. Executive Vice President of Pou Chen Group Representative of Corporate Supervisor of Elitegroup Computer Systems Co., Ltd. Vice President of Sales Division, JPMorgan Chase Bank Vice President of Sales Division, BNP Paribas Vice President of Corporate Banking Division, Taishin International Bank	President of Retail Division, Pou Chen Corp. Representative of Corporate Director of Pou Chen Corp. Representative of Corporate Director of Elitegroup Computer Systems Co.,Ltd.	N/A

Type	Name	Education	Work Experience	Current Position	Reasons for Nominating an Independent Director who Has Served as Such for Three Consecutive Terms	Nominator
Director	Song Ming Investment Co., Ltd. Representative: Yue-Ming Ho	Master of Laws, National Taiwan University	Vice President of HTC Corporation Legal Counsel of Pou Chen Corp. Representative of Corporate Director of Pou Chen Corp. Representative of Corporate Director of Elitegroup Computer Systems Co., Ltd.	Legal Counsel of Pou Chen Corp. Representative of Corporate Director of Pou Chen Corp. Representative of Corporate Director of Elitegroup Computer Systems Co.,Ltd.	N/A
Director	Chih-Hung Shih	Bachelor of Accounting, Chung Yuan Christian University	Vice President of Pou Chen Corp.	Vice President of Pou Chen Corp.	N/A
Director	Shuang Ping Technology Investment Advisor Co., Ltd. Representative: I-Yin Hsu	Bachelor of Business Administration, University of California, Berkeley	Executive Director of Direct Investment Division, Goldman Sachs (Asia) L.L.C. Chief Financial Officer of Mindray Medical International Limited Director of Mindray Medical International Limited Partner of Cornell Capital Independent Director of Innovent Biologics,Inc.	Partner of Cornell Capital Independent Director of Innovent Biologics, Inc.	N/A	Shareholder(s) holding more than one percent (1%) of shares

Type	Name	Education	Work Experience	Current Position	Reasons for Nominating an Independent Director who Has Served as Such for Three Consecutive Terms	Nominator
Independent Director	Maw-In Tsai	Postdoctoral Research Fellowship, Harvard University Master and Ph. D. of Law, Nagoya University, Japan Bachelor of Laws, National Taiwan University	Visiting Professor, Waseda University Associate Professor of Department of Public Administration, Tamkang University Professor and Associate Professor of College of Law, National Taiwan University Consultant of Ministry of the Interior, ROC (Taiwan) Consultant of National Health Insurance Commissioner of Central Election Committee, R.O.C. Member of Arbitration Committee of Democratic Progressive Party Member of Legal Affairs Committee of Council of Labor Affairs (CLA), Executive Yuan Member of Legal Affairs Committee of the Atomic Energy Council, Executive Yuan Member of Complaint Mediation Committee of Public Construction Commission, Executive Yuan Deputy Director of Legal Affairs Committee of National Police Agency, Ministry of the Interior Member of Legal Affairs Committee, Taipei City Government Member of Legal Affairs Committee, Taipei County Government Director of Taiwan Sugar Co.,Ltd.	Adjunct Professor of College of Law, National Taiwan University Member of Administrative Appeal Committee, Executive Yuan Member of Local Tax Regulations Review Committee, Ministry of Finance Consultant of Taiwan-Japan Relations Association Director of Chungyu University of Film and Arts Executive Director, Japan-Taiwan Law Association	No	The Board of Directors of Elitegroup Computer Systems Co., Ltd
Independent Director	Jen-Two Liu	Doctor of Business Administration, Nova Southeastern University	Chief Financial Officer of USI Group President of UPC Venture Capital Co., Ltd. President of Lian Xun Venture Capital Co., Ltd.	Director of Wafer Works Corporation Director of China General Plastics Corporation	No

Type	Name	Education	Work Experience	Current Position	Reasons for Nominating an Independent Director who Has Served as Such for Three Consecutive Terms	Nominator
Independent Director	Chin-Fu Ho	Master of Graduate Institute of Management Sciences, Tamkang University	Senior Deputy General Manager, Accounting Manager, Finance Manager and Acting Spokesperson of Kindom Development Co., Ltd. Independent Director and member of the Audit Committee and Compensation Committee of Evermore Chemical Industry Co., Ltd. Member of the Compensation Committee, Vigor Kobo Co., Ltd. Supervisor of Global Brands Manufacture Ltd. Supervisor of Global Mall Co.,Ltd.	Director of Yue Yuen Education Foundation Director of Yue Yuen Charity Foundation	No

IV. Please hold the election.

Election Results:

Other Item:

Item I

Subject: Proposal to release the newly elected Directors from non-competition restrictions (Proposed by the Board of Directors)

Description: I. According to Paragraph 1, Article 209 of the Company Act: "A director who does anything for himself or on behalf of another person that is within the scope of the company's business shall explain to the meeting of shareholders the essential contents of such an act and secure its approval".
II. Please refer to the table below for details on Director (including Independent Director) candidates who engage in the same or similar acts for themselves or others that are within the scope of the Company's business:

Concurrent Positions Held by Director (including Independent Director) Candidates

Title	Name	Concurrent Positions inOther Companies	Concurrent Positions inOther Companies	Concurrent Positions inOther Companies
Director	Tatung Co.	Director of Forward Electronics Co., Ltd. Director of Tatung Fine Chemicals Co., Ltd. Director of Tung Yang Energy Co., Ltd. Director of Yau Yang Energy Co., Ltd. Director of Tung Shin Energy Co., Ltd. Director of Tatung Consumer Products (Taiwan) Co., Ltd. Director of Central Research Technology Co. Director of Chung-Tai Technology Development Engineering Co. Director of Tatung (Thailand) Co., Ltd.	Director of Tatung System Technologies Inc. Director of Shan Chih Asset Development Co., Ltd. Director of Chih Kuang Energy Co., Ltd. Director of Ting Shin Energy Co., Ltd. Director of Tung Kuang Energy Co., Ltd. Director of Tatung Medical & Healthcare Technologies Co., Ltd. Director of Kuender & Co., Ltd. Director of Tatung Company of Japan, Inc.	Director of Shan Chih Semiconductor Co., Ltd. Director of Tatung Forever Energy Co., Ltd. Director of Shang Shin Energy Co., Ltd. Director of Zhi Shin Energy Co., Ltd. Director of Chuang Shih Neng Co., Ltd. Director of Toes Opto- Mechatronics Co., Ltd. Director of Otis Elevator Company (Taiwan) Limited Director of Tatung Electric Co. of America, Inc.
Representative of Corporate Director	I-Wen Chung	Director and President of Tatung Co.	Director of Tatung Consumer Products (Taiwan)Co.,Ltd.
Representative of Corporate Director	Chun-Sheng Ho	Executive Director of Advantech Co., Ltd. Director of Tatung Co.	Director of Advantech Japan Co., Ltd. (AJP)	Director of Beijing Advantech Industrial Electronics Technology Co.,Ltd.
Representative of Corporate Director	Ching-Hsiang Lin	Consultant of Taiwan-USA Industrial Cooperation Promotion Office (TUSA), MOEA Independent Director of Mosel Vitelic Inc.	Consultant of Industry, Science and Technology International Strategy Center, ITRI	Director of Tatung Co.
Representative of Corporate Director	Pan-Tsu Wu	Pou Chen Corp. Retail Business Unit General Manager	Director of Venture Well Holdings Ltd.
Representative of Corporate Director	Yue-Ming Ho	Pou Chen Corp. Vice President
Representative of Corporate Director	Chih-Hung Shih	Pou Chen Corp. Vice President
Independent Director	Jen-Two Liu	Director of Wafer Works Corporation	Director of China General Plastics Corporation	Director of China General Terminal & Distribution Corporation

III. It is proposed for the shareholders' meeting to release the newly elected Directors from non-competition restrictions from the date they become Directors or managers of companies in the same business as the Company.
IV. Please make the resolution.

Resolution:

Extempore Motions

Adjournment

Elitegroup Computer Systems Co., Ltd. Articles of Incorporation

Chapter I General Provisions

Article 1: The Company is incorporated as a company limited by shares in accordance with the Company Act and is named 精英電腦股份有限公司 in the Chinese language and Elitegroup Computer Systems Co., Ltd. in the English language, or ECS for short.
Article 2: The business to be operated by the Company is as follows:
CC01060 Wired Communication Equipment and Apparatus Manufacturing
CC01070 Wireless Communication Equipment and Apparatus Manufacturing
CC01080 Electronic Parts and Components Manufacturing.
CC01101 Restrained Telecom Radio Frequency Equipment and Materials Manufacturing
CC01110 Computers and Computing Peripheral Equipment Manufacturing
CC01990 Other Electrical Engineering and Electronic Machinery Equipment Manufacturing
CE01010 General Instrument Manufacturing
E701030 Restrained Telecom Radio Frequency Equipment and Materials Installation Engineering
EZ05010 Instrument and Meters Installation Engineering
F113030 Wholesale of Precision Instruments
F113050 Wholesale of Computing and Business Machinery Equipment.
F113070 Wholesale of Telecommunication Apparatus
F118010 Wholesale of Computer Software
F119010 Wholesale of Electronic Materials
F213030 Retail Sale of Computing and Business Machinery Equipment.
F213060 Retail Sale of Telecommunication Apparatus
F218010 Retail Sale of Computer Software
F219010 Retail Sale of Electronic Materials
F401010 International Trade
F401021 Restrained Telecom Radio Frequency Equipment and Materials Import
F601010 Intellectual Property Rights
I301010 Computer Software Services
I501010 Product Designing
I599990 Other Designing
ZZ99999 All business not prohibited or restricted by law, except for those subject to special approval

Article 2-1: Due to business needs, the Company may act as a guarantor for external parties upon resolutions of the Board of Directors (the "Board"). Article 2-2: Deleted. Article 3: The headquarters of the Company is located in Taipei City, Taiwan. The Company may, if necessary, establish branches or subsidiaries in Taiwan or overseas upon resolutions of the Board. Article 4: Public announcements of the Company shall be made in accordance with Article 28 of the Company Act. Article 4-1: The Company's reinvestments in other enterprises are not be subject to "the limit of 40% of its paid-in capital" as imposed by the Company Act. The Board is authorized to determine the investment amount.

Chapter II Capital Stocks

Article 5: The total amount of the Company's capital stocks is NT$17.5 billion, which is divided into 1,750 million shares with a par value of NT$10 each and will be issued in installments by the Board.
NT$1,750 million of the capital stocks stated in Paragraph 1, which is divided into 175 million shares with a par value of NT$10 each, is reserved for employee stock options, preferred stocks with subscription rights, or corporate bonds with subscription rights.
Article 5-1: The Company may, upon the resolution adopted by two-thirds of the shareholders present at the shareholders' meeting attended by shareholders who represent a majority of the total issued shares, transfer shares to the employees at an average price lower than the actual repurchase price, or issue employee stock options at a subscription price lower than the closing price on the issuance date.
Article 6: Parties entitled to receive treasury shares repurchased by the Company pursuant to the Company Act include employees in the controlling or affiliated companies who met conditions set forth by the Board.
Parties entitled to receive employee stock options of the Company include employees in the controlling or affiliated companies who met certain conditions set forth by the Board.
Employees entitled to subscribe new shares issued by the Company include employees in the controlling or affiliated companies who met certain conditions set forth by the Board.
Parties entitled to receive restricted employee shares of the Company include employees in the controlling or affiliated companies who met certain conditions set forth by the Board.
Article 7: The Company's share certificates shall be registered share certificates. They are issued after being signed or sealed by Directors representing the Company and certified pursuant to laws and regulations. Shares may be exempted from being printed or a

consolidated share certificate representing the total number of shares to be issued may be printed, however, they shall be registered in the central securities depository.

Article 8: No registration of transfer of shares shall be made within sixty days prior to a general shareholders' meeting, nor within thirty days prior to an extraordinary shareholders' meeting, nor within five days prior to the day on which dividend, bonus or other benefits is scheduled to be paid by the Company.

Chapter III Shareholders' Meeting

Article 9: The shareholders' meetings of the Company are classified into two types, regular shareholders’ meeting and special shareholders’ meeting. The regular shareholders’ meeting shall be annually convened by the Board within six months from the end of each fiscal year in accordance with the relevant laws and regulations. The special shareholders’ meeting shall be convened in accordance with the relevant laws and regulations, whenever is necessary.
Article 10: If a shareholder cannot attend a shareholders' meeting for any reason, he/she may designate a proxy to attend by submitting a power of attorney that is printed by the Company. The situation shall be handled in accordance with Article 177 of the Company Act as well as the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies."
Article 11: Unless otherwise provided for in applicable laws and regulations, shareholders of the Company are entitled to one vote for each share held.
Article 12: Unless otherwise provided for in the Company Act, resolutions of the shareholders' meeting shall be adopted by a majority vote at the meeting attended by shareholders who represent a majority of the total issued shares.
Article 12-1: The resolutions of the shareholders' meeting shall be recorded in the minutes. The meeting minutes shall be signed or sealed by the chairperson of the meeting and a copy shall be distributed to each shareholder within 20 days after the conclusion of the meeting.
The aforementioned distribution may be done via public announcement.
The meeting minutes shall include the date and place of the meeting, the name of the chairperson at the meeting, the method for adopting the resolutions, and summary and results of the proceedings. The meeting minutes shall be retained for as long as the Company is in existence. The register of the attending shareholders and the power of attorney for proxy shall be kept for at least one year. If, however, a shareholder files a lawsuit based on Article 189 of the Company Act, these documents shall be retained until the conclusion of the litigation.

Chapter IV: Directors and Audit Committee

Article 13: The Company has seven to nine Directors. The election of Directors adopts the candidate nomination system. Shareholders shall elect from the list of candidates to serve a term of three years. Directors are eligible for re-election. The Directors shall comply with the rules of the securities regulatory authorities concerning minimum share ownership.
There shall be at least three Independent Directors among the number of Directors in the preceding Paragraph, and the Independent Directors shall represent at least one-fifth of the Board. The restrictions on professional qualifications, share ownership, concurrent positions held, recognition of independence, the nomination manner, and other related matters shall comply with applicable laws and regulations prescribed by the competent authority.
Pursuant to Article 14-4 of the Securities and Exchange Act, the Company has established an Audit Committee, and all Independent Directors of the Company will serve as members of the Audit Committee. Roles and obligations and relevant matters regarding the Audit Committee and its members will be proceeded in accordance with the Securities and Exchange Act and relevant laws and regulations.
Article 13-1: The Company shall purchase liability insurances for Directors to cover their liabilities for damage pursuant to laws and regulations as a result of Directors performing their duties during the term, thereby lower the risk of lawsuits filed by shareholders or other stakeholders.
Article 13-2: The Board is authorized to decide the remuneration to all Directors based on the degree of their participation in and contribution to the operations of the Company and referred at a rate consistent with general practices in the industry.
Article 14: The Board is composed of Directors. The Directors shall elect a Chairman from among themselves with the consent of the majority of Directors in the Board meeting attended by Directors who represent more than two-thirds of all Directors. The Vice Chairman shall be elected with the same method. The Chairman of the Board represents the Company. When convening a Board meeting, the reason for convening the meeting shall be specified in the notice and the notice shall be given to each Director within the period specified by the Company Act and securities regulatory authorities. In emergency circumstances, however, a meeting may be convened at any time. When convening a Board meeting, Directors may be notified via mail, fax or e-mail. Unless otherwise provided for in the Company Act and the Articles of Incorporation, resolutions of the Board meeting shall be adopted by the majority of Directors in the Board meeting attended by Directors who represent the majority of the total Directors. If a Director cannot attend a Board meeting for any reason, he/she may designate another Director to attend by submitting a power of attorney. If participation by means of video conferencing is made available at a meeting, Directors who participate in the

meeting by such means shall be deemed to have attended such meeting in person. The resolutions of the Board meeting shall be recorded in the minutes. The meeting minutes shall be signed or sealed by the chairman of the Board and be retained within the Company.

Article 14-1: Deleted.

Article 15: When the Chairman is on leave or unable to exercise his/her powers and duties for any reason, his/her proxy shall be determined in accordance with Article 208 of the Company Act.

Article 16: Deleted.

Article 16-1: The duties and power of the Board are as follows:

I. Review and adopt material rules and contracts of the Company;
II. Determine the Company's business policies;
III. Prepare the Company's budget and financial statements;
IV. Submit proposals regarding distribution of earnings;
V. Submit proposals regarding capital increase or reduction;
VI. Prepare the annual business report;
VII. Review the acquisition and disposal of the Company's material properties;
VIII. Determine the establishment and removal of branches;
IX. Other duties and power conferred by the Company Act or the shareholders' meeting.

Article 16-2: Deleted.

Chapter V: Managers

Article 17: The appointment, dismissal and compensations of the Company's managers shall be conducted in accordance with Article 29 of the Company Act.
Article 17-1: Deleted.

Chapter VI: Accounting

Article 18: At the end of each fiscal year, the Company's Board shall prepare (I) Business report; (II) Financial statements; and (III) Proposals such as distribution of earnings or covering of losses and submitted them to the regular shareholders' meeting in accordance with applicable laws and regulations for ratification.
Article 19: If the Company makes profits in the fiscal year (the so-called profits refer to profits before tax less compensations to employees and remuneration to Directors), 6% of the profit shall be appropriated for employee compensation and no higher than 0.6% shall be appropriated for remuneration to Directors. If the Company has accumulated losses (including adjustments on unappropriated profits), it shall retain a portion of profits to offset the losses first.

The above compensation to employees may be made in the form of stock or cash. Parties eligible may include employees in the controlling or affiliated companies who met conditions set forth by the Board. The above remuneration to Directors shall be made in the form of cash.

The preceding two paragraphs shall be determined by the resolution of the Board and reported to the shareholders' meeting.

Article 19-1: The Company makes distribution of earnings or covering of losses at the end of each semi-annual fiscal year. The Board shall prepare reports, statements and proposals set out in Article 18 of the Articles of Incorporation, forward them to the Audit Committee for approval and then submit to the Board for resolution. When the Company makes distribution of earnings at the end of each semi-annual fiscal year, it shall estimate and reserve a portion of profits for taxes and dues, covering of accumulated losses, and compensation to employees and remuneration to Directors pursuant to the preceding Article, and appropriate 10% of the balance as legal reserve. However, if the accumulated legal reserve has equaled to the Company's paid-in capital, this shall not apply. In addition, special reserve shall be allocated or reversed in accordance with laws and regulations or the competent authority. The remaining balance, if any, shall be added to the unappropriated earnings at beginning of the period and the Board shall draft a profit distribution proposal. If the distribution is to be made in the form of new shares, the proposal shall be submitted to the shareholders' meeting for resolution, whereas if it is to be made in the form of cash, the proposal shall be submitted to the Board for resolution.

When the Company makes distribution of earnings at the end of fiscal year, it shall reserve a portion of profits for taxes and dues and covering of accumulated losses. Next, it shall appropriate 10% of the balance as legal reserve. However, if the accumulated legal reserve has equaled to the Company's paid-in capital, this shall not apply. In addition, special reserve shall be allocated or reversed in accordance with laws and regulations or the competent authority. The sum of remaining balance, if any, and the unappropriated earnings at beginning of the period is bonus to shareholders. The Board shall draft a distribution proposal. If the distribution is to be made in the form of new shares, the proposal shall be submitted to the shareholders' meeting for resolution.

Pursuant to Paragraph 5 of Article 240 of the Company Act, the Company may authorize the distributable dividends and bonuses or in whole or in part legal reserve and capital reserve as provided in Paragraph 1 of Article 241 of the Company Act may be paid in cash after a resolution has been adopted by the majority of Directors in a Board meeting attended by two-thirds of the total number of Directors; and in addition thereto a report of such distribution shall be submitted to the shareholders' meeting.

The Company's dividend policy is in line with current and future development plans, and takes into consideration investment environment, capital requirements, domestic and overseas competition, and shareholders' interest. Not less than 50% of earnings

available for distribution may be distributed as dividend and bonus per year. However, there shall be no distribution if the earnings available for distribution is less than 10% of paid-up capital. Dividends and bonuses may be distributed in the form of cash or stock, where cash dividend shall not be less than 20% of the total dividends.

Chapter VII Supplemental Provisions

Article 20: Matters not specified in this Articles of Incorporation shall be governed by the Company Act.

Article 21: The Articles of Incorporation was established on April 24, 1987.

The first amendment was made on August 15, 1988. The second amendment was made on August 25, 1988. The third amendment was made on April 27, 1989. The fourth amendment was made on September 23, 1989. The fifth amendment was made on January 25, 1990. The sixth amendment was made on February 9, 1990. The seventh amendment was made on March 1, 1990. The eighth amendment was made on May 25, 1990. The ninth amendment was made on September 22, 1990. The tenth amendment was made on March 20, 1991. The eleventh amendment was made on April 13, 1992. The twelfth amendment was made on May 26, 1993. The thirteenth amendment was made on April 28, 1994. The fourteenth amendment was made on May 29, 1995. The fifteenth amendment was made on June 25, 1996. The sixteenth amendment was made on May 9, 1997. The seventeenth amendment was made on December 15, 1998. The eighteenth amendment was made on June 16, 1999. The nineteenth amendment was made on May 3, 2000. The twentieth amendment was made on October 17, 2000. The twenty-first amendment was made on April 12, 2001. The twenty-second amendment was made on April 12, 2001. The twenty-third amendment was made on September 27, 2001. The twenty-fourth amendment was made on May 31, 2002. The twenty-fifth amendment was made on June 17, 2003. The twenty-sixth amendment was made on November 27, 2003. The twenty-seventh amendment was made on June 15, 2004. The twenty-eighth amendment was made on June 14, 2005. The twenty-ninth amendment was made on November 25, 2005. The thirtieth amendment was made on June 23, 2006.

The thirty-first amendment was made on August 28, 2006. The thirty-second amendment was made on June 21, 2007. The thirty-third amendment was made on June 25, 2008. The thirty-fourth amendment was made on June 26, 2009. The thirty-fifth amendment was made on June 14, 2010. The thirty-sixth amendment was made on June 25, 2012. The thirty-seventh amendment was made on June 21, 2016. The thirty-eighth amendment was made on June 25, 2018. The thirty-ninth amendment was made on June 20, 2019. The fortieth amendment was made on June 22, 2020.

Elitegroup Computer Systems Co., Ltd. Rules of Procedure for Director Elections

Article 1 Unless otherwise provided for in relevant laws and regulations or the Company's Articles of Incorporation, the Directors of the Company shall be duly elected in accordance with the Rules specified herein.
Article 2 The Company's election of Directors shall take into account the overall composition of the Board of Directors (the "Board"). The Company shall diversify Board composition and develop guidelines on diversity based on the operations, nature of business activities and development needs of the Company, including but not limited to the following two aspects:
I. Basic requirements and values: Gender, age, nationality, and culture.
II. Professional knowledge and skills: professional background (such as law, accounting, industry, finance, marketing or technology), professional skills and industry experience.
- All members of the Board shall have the knowledge, skills, and experience necessary to perform their duties. The entire Board shall possess the following abilities:
I. Business judgment ability.
II. Accounting and financial analysis ability.
III. Business management ability.
IV. Crisis management ability.
V. Knowledge of the industry.
VI. International market perspective.
VII. Leadership.
VIII. Decision-making ability.
- The majority of the Directors shall not be served by the ones in the relationship of a spouse or a relative within the second degree of kinship.
Article 3 The qualifications of the Company's Independent Directors shall comply with Articles 2, 3, and 4 of the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies."
The election of the Company's Independent Directors shall comply with Articles 5, 6, 7, 8, and 9 of the "Regulations Governing 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."
Article 4 The Company's election of Directors shall adopt the candidate nomination system in accordance with Article 192-1 of the Company Act. The Company reviews the qualifications, education and experience as well as the existence of any other matters set forth in Article 30 of the Company Act with respect to the Director candidates. The Company may not arbitrarily add requirements for documentation of other

qualifications, and shall provide shareholders with the results of review for their reference, so as to elect qualified Directors.

Where Directors are dismissed for cause and the total number of Directors falls below five, the Company shall hold a by-election at the next shareholders' meeting. However, if the vacancies on the Board equal to or exceed one-third of the number of Directors stipulated in the Articles of Incorporation, the Company shall convene an extraordinary shareholders' meeting within 60 days of the event to hold a by-election.

Where the number of Independent Directors falls short of the number stipulated in Paragraph 1, Article 14-2 of the Securities and Exchange Act and the Rules for Review of Securities Listings of Taiwan Stock Exchange Corporation, the Company shall hold a by-election at the next shareholders' meeting. Where all Independent Directors are dismissed, the Company shall convene an extraordinary shareholders' meeting within 60 days of the event to hold a by-election.

Article 5 The election of Directors adopts the cumulative voting method. Each share shall have voting rights equivalent to the number of Directors to be elected, and such voting rights can be combined to vote for one candidate, or divided to vote for several candidates.

Article 6 The Board shall prepare the ballots in the number equal to the number of Directors to be elected, with the number of voting rights being noted on the ballots, and distribute the ballots to the shareholders who are present at the shareholders' meeting. The name of the voters may be represented by the attendance card number printed on their ballots.
Article 7: The number of Directors will be as specified in the Company's Articles of Incorporation, with voting rights separately calculated for Independent and Non-independent Director positions. In the Company's election of Directors, candidates who acquire more votes shall win the seats of Directors. If two or more persons acquire the same number of votes and the number of such persons exceeds the specified seats available, such persons acquiring the same votes shall draw lots to decide who shall win the seats available, and the chairman shall draw lots on behalf of the candidate who is not present.
Article 8 Before the election process starts, the chairman shall appoint a certain number of ballot inspectors and counters to perform their respective duties. The ballot inspectors have to be appointed from among the shareholders present. The ballot box used for voting shall be prepared by the Board and examined in public by the ballot inspectors before voting.
Article 9 In the event that the candidate is a shareholder of the Company, the voters voting for such candidate shall fill in in the "candidate" column on the ballot such candidate's account name and shareholder account number. In the event that the candidate is not a shareholder of the Company, the voters voting for such candidate shall fill in in the "candidate" column on the ballot such candidate's name and ID number. In the event that the candidate is a government or a juristic person, the voters voting for such candidate shall fill in the "candidate" column on the ballot with the name of such government or juristic person, or the name of such government or juristic person

together with the name of such government's or juristic person's representative. When there are multiple representatives, the names of all representatives shall be listed.

Article 10 A ballot is deemed void if any of the following circumstances occurs:

I. The ballot was not prepared by the Board.
II. Any blank ballot.
III. Any ballot with illegible writing rendering it unrecognizable, or any ballot with corrections.
IV. Where the candidate is a shareholder of the Company, the account name or shareholder account number of the candidate written on the ballot is inconsistent with the shareholders' register. Where the candidate is not a shareholder of the Company, the name or ID number of the candidate written on the ballot is verified to be incorrect.
V. Other wordings or marks are written in addition to the candidate's account name (name) or shareholder account number (ID number), and the number of votes cast for the candidate.
VI. The name of the candidate written on the ballot is identical to that of another shareholder, but no shareholder account number or ID number is provided in the ballot to identify such individual.
Article 11 The ballots shall be calculated right after the vote casting and the results of the election shall be announced by the Chairman at the meeting, including the list of Directors elected and the number of voting rights thereof.
The ballots of aforementioned election shall be sealed and signed off by the ballot inspectors and be retained for at least a year. If, however, a shareholder files a lawsuit based on Article 189 of the Company Act, these ballots shall be retained until the conclusion of the litigation.
Article 12 The Board will issue notifications to the elected Directors.
Article 13 The Rules and any amendments thereafter shall become effective upon resolution at the shareholders' meeting.

Elitegroup Computer Systems Co., Ltd.

Rules of Procedure for Shareholders' Meetings

Article 1 To establish a strong governance system and sound supervisory capabilities for the Company's shareholders' meeting as well as to strengthen its management capabilities, the Rules are established pursuant to the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies for compliance.
Article 2 Unless otherwise provided for in relevant laws and regulations or the Company's Articles of Incorporation, the Company shall duly convene the shareholders' meeting in accordance with the Rules specified herein.
Article 3 Unless otherwise provided for in relevant laws and regulations, this Company's shareholders' meeting shall be convened by the Board of Directors (the "Board").
This Company shall prepare electronic versions of the shareholders' meeting notice and proxy forms, and the reasons of and explanatory materials relating to all proposals, including proposals for ratification, matters for discussion, or the election or dismissal of Directors, and upload them to the Market Observation Post System (MOPS) 30 days before the date of a general shareholders' meeting or 15 days before the date of an extraordinary shareholders' meeting. Also, the Company shall prepare electronic versions of the shareholders' meeting agenda and supplemental meeting materials and upload them to the MOPS 21 days before the date of the general shareholders' meeting or 15 days before the date of the extraordinary shareholders' meeting. Fifteen days before the date of the shareholders' meeting, the Company shall prepare the shareholders' meeting agenda and supplemental meeting materials and make them available for review by shareholders at any time. These materials shall also be displayed at the Company and its shareholder services agent and distributed on-site at the meeting.
The cause or subject of a shareholders' meeting to be convened shall be indicated in the notice and public announcement; and the notice may, as an alternative, be given by electronic transmission, after obtaining a prior consent from the recipient thereof. Election/dismissal of Directors, changes in the Articles of Incorporation, capital reduction, application of halting public offering, permission for the Directors to compete with the Company, capitalization of retained earnings, capitalization of capital reserves, dissolution/merging/splitting of the Company, or all items pertaining to Paragraph 1, Article 185 of the Company Act shall be listed as reasons to convene the meeting, with their essential contents specified, and shall not be raised as extempore motions. The main contents of these proposals may be uploaded to the website of competent securities authorities or a website designated by the Company, with its URL specified on the meeting notice.
Where the reasons for convening the shareholders' meeting already specifies the election of all Directors and the date elected Directors take office, once the election is completed in the shareholders' meeting, the date the elected Directors take office may not be changed by extempore motions or other methods in the same meeting. A shareholder holding 1 percent or more of the total number of issued shares may submit a proposal to the Company for discussion at a general shareholders' meeting, provided that only one matter shall be allowed in each proposal. Where a proposal contains more than one matter, such proposal would not be included in the agenda. However, a shareholder proposal proposed for urging the Company to promote public interests or fulfill its social responsibilities may still be included in the agenda by the Board. In addition, when the circumstances pertaining to subparagraphs of Paragraph 4, Article 172-1 of the Company Act apply to a proposal put forward by a shareholder, the Board may exclude it from the agenda.

Prior to the book closure date before a general shareholders' meeting is held, the Company shall publicly announce that it will receive shareholder proposals, in written or electronic method, and the location and time period for the submission. The period for submission of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the general shareholders' meeting and take part in discussion of the proposal. Prior to the date for issuance of notice of a shareholders' meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this Article. For shareholder-submitted proposals excluded from the agent, the Board shall explain the reasons for the exclusion at the shareholders' meeting.

Article 4 For each shareholders' meeting, a shareholder may submit a power of attorney that is printed by the Company with the scope of authorized powers expressly stipulated to designate a proxy to attend the shareholder meeting on his or her behalf.
A shareholder shall issue a power of attorney and designated one proxy only, and shall deliver the power of attorney to the Company five days before the shareholders' meeting. If more than one powers of attorney are delivered, the earliest one received by the Company shall prevail. However, this restriction does not apply when a statement is made to revoke the earlier power of attorney.
Where a shareholder intends to personally attend the shareholders' meeting or exercises voting rights by correspondence or electronic transmission after delivering a power of attorney to the Company, the shareholder shall provide, two days before the date of the shareholders' meeting, a printed notification to the Company for rescinding the said power of attorney. Where the period for rescinding the power of attorney has expired, the voting right exercised by the designated agent attending the meeting shall prevail.
Article 5 The venue for a shareholders' meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders' meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the Independent Directors with respect to the place and time of the meeting.
Article 6 The Company shall, in the notice of the shareholders' meeting, specify the time and place for shareholder registration, and other important matters.
Shareholder registration referred to in the preceding paragraph shall begin at least thirty minutes before the meeting. There shall be clear signs and sufficient and adequate staff at the registration desk. The shareholders themselves or proxies designated by them (hereinafter referred to as shareholders) shall attend the shareholders' meeting with the attendance certificate, attendance sign-in card or other certificates. The Company shall not arbitrarily add requirements for provision of other certificates for the above. Solicitors soliciting proxies shall come with ID certificate for verification.

The Company shall provide an attendance register for shareholders to sign in, or require the attending shareholders to submit their sign-in cards in lieu of signing the register.

The Company shall deliver the meeting agendas, annual reports, attendance cards, speaker's slip, votes and other meeting materials to the shareholders attending the shareholders' meeting. If there are Directors to be elected, the ballots shall also be provided.

When a government or a juristic person is a shareholder, there may be more than one representative attending the shareholders' meeting. In the event that a juristic person is designated to participate in a shareholders' meeting, that juristic person may appoint only one representative to participate in the meeting.

Article 7 If a shareholders' meeting is convened by the Board of the Company, the Chairman of the Board shall preside at such meeting. If the Chairman of the Board is on leave or unable to exercise his/her powers and duties for any reason, the Vice Chairman of the Board shall preside at such meeting. If the Company does not have a Vice Chairman, or if the Vice Chairman of the Board is on leave or unable to exercise his/her powers and duties for any reason, the Chairman of the Board shall designate a managing Director to preside as the chairman. If the Company does not have a managing Director, the Chairman of the Board shall designate a Director to preside as the chairperson. If the Chairman of the Board fails to designate a chairperson for the meeting, the managing Director or the Directors shall nominate one from among themselves to preside at the meeting.

The managing Director, or the Director who is designated as the chairperson for the meeting pursuant to the preceding paragraph shall have held office for at least six months and be familiar with the financial and business condition of the Company. The same requirements shall apply if the chairperson for the meeting is a director representative of a juristic person.

For a shareholders' meeting convened by the Board, it is advised that the Chairman chairs the meeting, that a majority of Directors attend the meeting in person, and that at least one member of all functional committees attend the meeting as a representative. Attendance details shall be recorded in the minutes of the shareholders' meeting.

If the shareholders' meeting is convened not by the Board, but other party entitled to convene the meeting, the convening party shall preside at the meeting. In case of two or more conveners, one of them shall be elected from among themselves to chair the meeting.

The Company may appoint the retained Attorney(s)-at-Law, Certified Public Accountant(s) or relevant personnel to participate in a shareholder meeting as an observer.

Article 8: The Company shall record the shareholders' meeting in its entirety through audio and videotape, including shareholders' register at the venue, the meeting proceedings, voting, and counting the ballots. The aforementioned sound and video recording shall be retained for at least one year. If, however, a shareholder files a lawsuit based on Article 189 of the Company Act, these records shall be retained until the conclusion of the litigation.
Article 9 The attendance at the shareholders' meeting shall be calculated based on the number of shares. The calculation of the number of shares present shall be based on the attendance register or sign-in cards submitted by the shareholders and those shares whose votes are exercised by correspondence or electronic transmission.
The chairperson shall call the meeting to order at the time scheduled for the meeting. In the event that the meeting is attended by shareholders representing less than half of the total issued shares, the chairperson may announce a postponement of the meeting, however, there may not be more than two postponements in total and the total time accumulated in the postponement(s) shall not exceed one hour. In the event that the meeting is still attended by shareholders representing less than one-third of the total issued shares after two postponements, the chairperson may announce that the meeting shall be canceled.
In the event that the meeting is attended by shareholders not up to the specified quorum but representing more than one-third of the total issued shares after two postponements, a tentative resolution may be passed in accordance with Paragraph 1, Article 175 of the Company Act. A notice of such tentative resolution shall be given to each shareholder, and a shareholders' meeting shall be reconvened within one month.

In the event that the total number of shares represented by attending shareholders reaches a majority of the total issued shares before that same shareholder meeting is adjourned, the chairperson may bring the tentative resolution(s) so adopted into the shareholders' meeting to be duly resolved in accordance with Article 174 of the Company Act.

Article 10 In the event that the shareholders' meeting is convened by the Board, the agenda shall be determined by the Board. Relevant proposals (including extempore motions and amendments to the original proposals) shall be resolved by voting on a proposal-by-proposal basis. The shareholders' meeting shall be duly convened based on the arranged agenda, which shall not be changed unless duly resolved by the shareholders' meeting.

The preceding Paragraph shall apply mutatis mutandis to meetings convened by any party, other than the Board, with the authority to convene such meeting.

The chairperson may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda stated in the preceding two Paragraphs (including extempore motions), except by a resolution of the shareholders' meeting. If the chairperson declares the meeting adjourned in violation of the Rules, the other members of the Board shall promptly assist the attending shareholders in electing a new chairperson in accordance with the statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

After the meeting is adjourned, the shareholders shall not elect another chairperson to resume such meeting at the same location or seek an alternative venue.

The chairperson shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extempore motions put forward by the shareholders; where the chairperson believes an issue has been discussed in the meeting up to the level for voting, the chairperson may announce discontinuance of the discussion process and bring that issue to a vote, and arrange a sufficient voting time.

Article 11 An attending shareholder shall submit a speaker's slip before speaking at the shareholder meeting. The speaker's slip shall expressly describe the subject of his or her speech as well as his/her shareholder account number (or the attendance card number) and account name. The order of speaking is determined by the chairperson.

An attending shareholder who submits a speaker's slip but does not speak at the meeting is deemed to have not spoken. In the event of any inconsistency between the contents of shareholder's speech and those recorded on the slip, the contents of shareholder's speech shall prevail.

The shareholder shall not make a speech concerning the same proposal for more than two times without the consent of chairperson, and the duration of each speech shall not exceed five minutes. If the shareholder speaks in violation of the Rules or beyond the scope of agenda item, the chairperson may stop the speech.

When an attending shareholder is speaking at the meeting, no other shareholder shall interrupt the

speaking shareholder unless otherwise permitted by the chairperson and such speaking shareholder. The chairperson shall stop any such violations.

In the event that a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one representative may speak for the same proposal.

After the attending shareholder has spoken, the chairperson may respond in person or appoint an appropriate person to respond.

Article 12 The voting by shareholders shall be duly calculated based on the number of shares they hold.

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

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

The number of shares with voting rights that cannot be exercised in the preceding Paragraph shall not be counted as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as a proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3% of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13 A shareholder shall have one voting power in respect of each share; however, this limit is not applicable to those who are restricted, or who do not have the voting right under Paragraph 2, Article 179 of the Company Act.

When the Company convenes a shareholders' meeting, shareholders shall exercise their voting power by electronic transmission or may do so by correspondence. The method of exercising their voting power by correspondence or electronic transmission shall be specified in the shareholders' meeting notice. A shareholder who exercises his/her voting power by correspondence or electronic transmission is deemed to have attended the shareholders' meeting in person. However, the shareholder shall be deemed to have forfeited voting rights for extempore motions or for amendments to the original proposals. Hence, the Company is advised to avoid proposing extempore motions or amending the original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic transmission under the preceding Paragraph shall deliver a written declaration of intent to the Company two days before the date of the shareholders' meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail. However, this restriction does not apply when a declaration is made to cancel an earlier declaration of intent.

After the shareholders exercise their voting rights by correspondence or electronic transmission, if they want to attend the shareholders' meeting in person, they shall cancel the declaration of intent in the preceding Paragraph in the same manner as exercising the voting rights two days before the shareholders' meeting. Where the period for cancellation has expired, voting rights exercised by correspondence or electronic transmission shall prevail. If the voting rights are exercised by correspondence or electronic transmission and a proxy is designated to attend the shareholders' meeting by a power of attorney, the voting rights exercised by the attending proxy shall prevail.

Unless otherwise provided for in the Company Act and the Articles of Incorporation, proposals at the shareholders' meeting shall be resolved by a majority vote of the shareholders attending the meeting. When voting, the chairperson or designated person shall announce the total number of voting rights represented by shareholders attending the meeting proposal-by-proposal before shareholders cast their votes proposal-by-proposal. The number of votes for, against and abstained shall be uploaded to the MOPS on the same day as the shareholders' meeting.

When there is an amendment or an alternative to a proposal, the chairperson shall present the amendment or alternative together with the original proposal and decide their voting orders. When one among them is duly resolved, others are deemed to have been vetoed and no voting process is required.

The ballot inspectors and counters for voting processes are designated by the chairperson, provided that the ballot inspectors shall be shareholders.

The voting or ballot counting of election proposals shall be conducted publicly in the shareholder meeting and the results including the number of voting rights totaled shall be announced at the meeting after ballot counting, and be recorded in the meeting minutes.

Article 14: When there is a Director election in the shareholders' meeting, the election shall be conducted in

accordance with the applicable election and appointment rules of the Company. The results of the election shall be announced immediately at the meeting, on-site, including the list of Directors elected and the number of voting rights thereof.

The ballots of aforementioned election shall be sealed and signed off by the ballot inspectors and be retained for at least a year. If, however, a shareholder files a lawsuit based on Article 189 of the Company Act, these ballots shall be retained until the conclusion of the litigation.

Article 15 The resolutions of the shareholders' meeting shall be recorded in the minutes. The meeting minutes shall be signed or sealed by the chairperson of the meeting and a copy shall be distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

The Company may distribute the meeting minutes of the preceding Paragraph by means of a public announcement made through the MOPS.

The meeting minutes shall include the date and place of the meeting, the name of the chairperson at the meeting, the method for adopting the resolutions, and summary of the proceedings and the voting results thereof (including the number of voting rights totaled). When there is a Director election in the shareholders' meeting, the number of voting rights of each candidate shall be disclosed. The meeting minutes shall be retained for as long as the Company is in existence.

Article 16 The number of shares solicited by the solicitor and the number of shares represented by the designated proxies shall be clearly disclosed in a prescribed format at the venue of the shareholders' meeting on the date of the shareholders' meeting.
Regarding the resolutions at the shareholders' meeting, where such resolutions involve significant information required by the laws and regulations or required by the Taiwan Stock Exchange Corporation, the Company shall upload such content to the MOPS within the prescribed time.
Article 17 The staff involved in the shareholders' meeting affairs shall wear identification certificates or armbands. The chairperson may direct patrol personnel or security personnel to assist in maintaining the order of the meeting. Such patrol personnel or security personnel shall wear armbands marked "Patrol Personnel" or identification certificates while assisting in maintaining the order of the meeting.
If the venue is equipped with public address system, the chairperson may stop shareholders from making a speech through other devices.

If a shareholder violates the Rules and defies the chairperson's correction, obstructs the proceedings and refuses to heed calls to stop, the chairperson may direct the patrol personnel or security personnel to escort the shareholder from the meeting.

Article 18 When the meeting is in progress, the chairperson may announce a break at his/her discretion. If force majeure events occur, the chairperson may decide to temporarily suspend the meeting and announce the time to resume the meeting depending on the situation.
If the meeting venue becomes unavailable before meeting agenda (including extempore motions) has been completed, the shareholders' meeting may adopt a resolution to resume the meeting at another venue.

The shareholders' meeting may resolve to defer or resume the meeting within five days pursuant to Article 182 of the Company Act.

Article 19 The Rules and any amendments thereafter shall become effective upon resolution at the shareholders' meeting.

Shareholding by Directors of Elitegroup Computer Systems Co., Ltd.

I. Details on minimum number of shares to be held by all Directors and the number of shares in the shareholders' register:

Title	Number of Shares to be Held	Number of Shares in the Shareholders' Register
Director	17,836,894	68,884,949

Note: Book closure date: April 24, 2021

II. Details on number of shares held by Directors

Title	Name	Number of Shares in the Shareholders' Register	Number of Shares in the Shareholders' Register
Chairman	Wen-Nan Chan	0	0%
Director	Chih-ShengChen	0	0%
Director	Pou Chen Corporation Representative: Pang-Chih Wu Representative: Yu-MingHe	68,884,949	12.36%
Independent Director	Chen-Yu Feng	0	0%
Independent Director	Han-Fei Lin	0	0%
Independent Director	Liang-Chao Lin	0	0%

Note: Book closure date: April 24, 2021

==> picture [244 x 41] intentionally omitted <==

ELITEGROUP COMPUTER SYSTEMS CO., LTD.

AI assistant

ECS — AGM Information 2021

52011_rns_2021-08-04_dba3e990-d63b-4215-9cb3-32ac539d386c.pdf

ELITEGROUP COMPUTER SYSTEMS CO., LTD.

2021 Annual General Shareholders’ Meeting Meeting Handbook

(Translation)

Time and Date: 9:00 a.m, Tuesday, June 22, 2021

Notice to Readers:

Table of Contents

Elitegroup Computer Systems Co., Ltd.

Agenda for the 2021 Annual Shareholders' Meeting

Reporting Items:

Report I

Report II

Report III

Report IV

2020 Business Report

I. Results of operation

II. Profitability analysis

III. Business policy and implementation

IV. Research and development

Audit Committee's Review Report

Proposals and Ratification items:

Item I

Item II

Elitegroup Computer Systems Co., Ltd. Earnings Distribution Table For the Year Ended December 31, 2020

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Recognition of Specific Sales Revenue

Other Matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

ELITEGROUP COMPUTER SYSTEMS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ELITEGROUP COMPUTER SYSTEMS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

ELITEGROUP COMPUTER SYSTEMS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

ELITEGROUP COMPUTER SYSTEMS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ELITEGROUP COMPUTER SYSTEMS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ELITEGROUP COMPUTER SYSTEMS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Recognition of Specific Sales Revenue

Other Matter

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

ELITEGROUP COMPUTER SYSTEMS CO., LTD.

BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ELITEGROUP COMPUTER SYSTEMS CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

ELITEGROUP COMPUTER SYSTEMS CO., LTD.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

ELITEGROUP COMPUTER SYSTEMS CO., LTD.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ELITEGROUP COMPUTER SYSTEMS CO., LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ELITEGROUP COMPUTER SYSTEMS CO., LTD.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Discussion Items:

Comparison Table of Amendments to Rules for Director Elections

Item II

Election Items:

Candidate List for Directors (including Independent Directors)

IV. Please hold the election.

Other Item:

Item I

Concurrent Positions Held by Director (including Independent Director) Candidates

Extempore Motions

Adjournment

Elitegroup Computer Systems Co., Ltd. Articles of Incorporation

Chapter I General Provisions

ECS AGM Information 2021