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Getac AGM Information 2021

Oct 1, 2021

52242_rns_2021-10-01_06d09d3f-c6ff-4934-99e7-34361d570fce.pdf

AGM Information

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Stock Code ： 3005

Getac Technology Corporation

2021 Annual General Shareholders Meeting

Handbook

The original of this handbook is written in Chinese language. If there is any discrepancy between the Chinese version and this English translation, the Chinese version shall prevail.

May 31,2021

Table of Contents

Page No. Meeting Agenda .................................................................................................. 2 Report Items ........................................................................................................ 3 Ratification Items ................................................................................................ 5 Discussion Items ................................................................................................. 7 Questions and Motions ......................................................................................14 Attachments Attachment 1: The Audit Committee’s Review Report ....................................15 Attachment 2: 2020 Business Report ................................................................16 Attachment 3: 2020 Financial Statements ........................................................19 Attachment 4: Proposal to spin-off the Rugged Solutions Business Group .....44 Attachment 5: Proposal to spin-off the Mechatronic & Energy Solutions Business Group .........................................................................62 Attachment 6: Comparison Table of Amendment to the Articles of Incorporation .............................................................................79 Attachment 7: Comparison Table of Amendment to the Rules of Procedure for Shareholders Meetings ........................................................84 Attachment 8: Comparison Table of Amendment to the Regulations Governing Election of Directors ...............................................87 Attachment 9: Comparison Table of Amendment to the Procedures for Loaning Funds to Others ...........................................................92 Attachment 10: Comparison Table of Amendment to the Procedures for Endorsements and Guarantees ................................................93 Attachment 11: Comparison Table of Amendment to the Procedures for Acquisition and Disposal of Assets ........................................94 Attachment 12: Comparison Table of Amendment to the Procedures for Derivatives Trading .................................................................95 Appendix Appendix 1: The Articles of Incorporation (Original) ......................................96 Appendix 2: Rules of Procedure for Shareholders Meetings (Original) ......104 Appendix 3: Shareholdings of All Directors ...................................................112

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Getac Technology Corporation

2021 Annual General Shareholders Meeting Agenda

Date/Time: May 31, 2021, Monday, 09:00 a.m.

Location: International Conference Hall 1F., Building B, No. 209, Sec.1, Nangang Rd., Nangang Dist., Taipei City, Taiwan, R.O.C.

Call the Meeting to Order

Chairman Remarks

Report Items ：

  1. Report on 2020 Business Report

  2. Report on Audit Committee's Review Report

  3. Report on 2020 Distribution of Remunerations to Employees and Directors

  4. Report on 2020 Earnings Distribution of Cash Dividend

Ratification Items ：

  • 1.Ratification of the 2020 Business Report and Financial Statements

  • 2.Ratification of the 2020 Earnings Distribution

Discussion Items ：

  1. Proposal to transform into an investment holding corporation and change Company’s name

  2. Proposal to Spin-off the Rugged Solutions Business Group

  3. Proposal to Spin-off the Mechatronic & Energy Solutions Business Group

  4. Proposal for amendments to the “Articles of Incorporation”

  5. Proposal for amendments to the “Rules of Procedure for Shareholders Meetings” and “Regulations Governing Election of Directors”

  6. Proposal for amendments to the ”Procedures for Loaning Funds to 、 、

Others” ”Procedures for Endorsements and Guarantees ” Procedures for Acquisition and Disposal of Assets” and ”Procedures for Derivatives Trading”

  • 7.Release of Directors from Non-competition Restrictions

Questions and Motions

Adjournment

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Report Items

Agenda 1

Proposal: 2020 Business Report.

  • Description: Please refer to Attachment 2, Handbook, 2021 Annual General Shareholders Meeting.

Agenda 2

  • Proposal: Audit Committee's Review Report on various 2020 statements and related reports.

  • Description: Please refer to Attachment 1, Handbook, 2021 Annual General Shareholders Meeting.

Agenda 3

Proposal: 2020 Distribution of Remunerations to Employees and Directors. Description:

  1. According to Article 23 of the Articles of Incorporation, when the Company has a profit for any fiscal year, the Company shall allocate at least 1%~10% of the profit as compensation to be issued to its employees and not in excess of 1% of the profit as remunerations to directors of the Company.

  2. The Company's cash remunerations to employees and directors in 2020 were NTD156,755,802 and NTD6,200,000, respectively.

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Agenda 4

Proposal: 2020 Earnings Distribution of Cash Dividend.

Description:

  • 1.Pursuant to Paragraph 5 Article 240 of the Company Act and Paragraph 3 Article 23 of the Articles of Incorporation, in circumstances where dividends are distributed in cash, the Board is authorized to determine the distribution and shall report it to the Shareholders’ Meeting.

  • 2.The Board has approved the appropriation of cash dividends of NTD 2,123,911,440 at NTD 3.6 per share (As number of shares qualifies for the allocation changed due to the exercise of the employee stock option, the cash dividend payout ratio is adjusted to NT$3.58708898 per share accordingly). The Cash dividend has been distributed on April 28th, 2021.

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Ratification Items

Agenda 1 (Proposed by the Board of Directors)

Proposal: Ratification of the 2020 Business Report and Financial Statements.

Description:

  1. 2020 Business Report and Financial Statements have been approved by the board of directors, and reviewed by the audit committee. Relevant information, please refer to Attachments 2 and 3, Handbook, 2021 Annual General Shareholders Meeting.

  2. Ratification is respectfully requested.

Resolution:

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Agenda 2 (Proposed by the Board of Directors)

Proposal: Ratification of the 2020 Earnings Distribution.

Description:

  1. 2020 earnings after tax is NTD 2,577,039,435. The Profits Distribution Table has been reviewed by the audit committee and herein provided as follows (2020 earnings after tax has a distribution priority.

2020 Earnings Distribution Proposal

Unit: NTD

Unit: NTD Unit: NTD
Item Amount
Unappropriated retained earnings,beginningbalance 2,477,970,470
(a) Add：Profit for the year
Add：Share of associates for under equity method
disposal of financial asset measured at fair value
through other comprehensive income
Less：Other comprehensive (Loss) income-
(actuarial losses on defined benefit plan)
Net profit after tax for the year plus other items adjusted to
the unappropriated retained earnings.		 2,577,039,435


24,029,012
(2,299,097)
2,598,769,350
(b) Less：Legal Reserve
Add：Reversal of Special Reserve		 (259,876,935)
59,393,165
Distributable retained earnings 4,876,256,050
(c) Distribution items：
Cash Dividends to Shareholders ($3.6 per share)		 (2,123,911,440)
Unappropriated retained earnings,endingbalance 2,752,344,610
Note：
1.Pursuant to Paragraph 5 Article 240 of the Company Act and Paragraph 3 Article 23 of the
Articles of Incorporation, the distribution of cash dividends is determined by the Board of
Directors and shall be reported in the Shareholders’ Meeting as agenda 4 of report items.
2.The allocation of cash dividend is based on the number of shares qualified for allocation as of
31 January, 2021, i.e., 589,975,400 shares.
3.The calculation of the cash dividend is based on the proportion of shareholdings up to the
round unit of a New Taiwan dollar. Any value less than one NTD will be rounded off. The
sum of anysuch round-off will be recognized as other income of the Company.

2.Ratification is respectfully requested.

Resolution:

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Discussion Items

Agenda 1 (Proposed by the Board of Directors)

  • Proposal: Proposal for the Company to be transformed into an investment holding corporation in facilitation of the overall planning, and to change company name. Please resolve the decision as appropriate.

Description:

  1. Amidst the plans of the Company in organizational reorganization to boost competitive edge in the market and overall business performance, it is proposed that the Company be transformed into an investment holding corporation amidst the overall planning and be rename to Getac Holdings Corporation.

  2. In order to facilitate the transformation to an investment holding corporation, it is proposed to divide and transfer the Rugged Solutions Business Group (incl. Rugged and Video solutions) and Mechatronic & Energy Solutions Business Group (incl. Mechatronic and energy solutions and power solutions) to independently operating wholly owned subsidiaries.

  3. Discussion Items I to III have been approved upon deliberation by the Company’s Audit Committee and Board of Directors. Upon ratification by resolution of this Shareholders’ Meeting, the procedures for the transformation into an investment holding corporation and renaming of the company shall be carried out pursuant to relevant provisions set forth in the Company Act, the Business Mergers and Acquisitions Act, and Operating Rules of Taiwan Stock Exchange Corporation.

  4. In case of a change in the administrative instructions by the competent authority(ies), enactment of laws and ordinances concerned, or objective circumstances, it is proposed that the Shareholders’ Meeting should bestow the Board of Directors with complete authority to handle accordingly as appropriate.

  5. Approval is respectfully requested.

Resolution:

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Agenda 2 (Proposed by the Board of Directors)

  • Proposal: Proposal of the division of the business (incl. all assets, liabilities, and operations) of the Rugged Solutions Business Group (incl. Rugged and Video solutions) to facilitate the planning operations for the transformation into an investment holding corporation.

Description:

  1. This Company shall implement policies encouraging the independent development of business units to facilitate the transformation to an investment holding company and enhance the operating efficiency of the enterprise with the ultimate goal of maximizing the management effectiveness and ensuring the long-term competitiveness of the group. It is therefore proposed to divide and transfer the existing business (incl. all assets, liabilities, and operations) of the Rugged Solutions Business Group to wholly owned subsidiary Getac Corporation and allocated new shares issued by Getac Corporation to Getac Technology Corporation as a quid pro quo (hereinafter referred to as “this Proposal”). The spin-off base date is provisionally set for October 1, 2021.

  2. The value of Rugged Solutions Business Group that the Company would spin-off is anticipated at NT$500,010,000, at the rate of NT$15 per share, the Company will acquire 33,334,000 shares of the common shares newly issued by Getac Corporation.Any fraction of the transferred business value less than one share in the swap shall be paid for by Getac Corporation in cash.

  3. Exactly in accordance with Business Mergers And Acquisitions Act, Company Act and other laws and ordinances concerned, the Company has duly worked out "Spin-off Proposal" (including the Articles of Incorporation of Getac Corporation, book value of assets and liabilities to be divided and transferred and expert opinions on the reasonableness of the division and share swap ratios). Please refer to Attachment 4.

  4. The Audit Committee of this Company has commissioned CPA Tu, Sheng-Chieh from Sheng-Chieh CPA Firm (an independent expert), to provide a professional opinion with regard to the reasonableness of the share exchange ratio (see Attachment 4 for relevant contents) in exercise of its powers pursuant to the provisions set forth in Article 6 of the Business Mergers and Acquisitions Act. The Audit Committee has already completed reviews of the fairness and reasonableness of this proposal which represents an organizational adjustment. Before and after the division and transfer, Getac Corporation is a completely owned subsidiary of this Company. This proposal therefore has no impact on shareholders’ equity. Getac Corporation

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will issue 33,334,000 new shares with a face value of NT$ 15 each, which is equivalent to the estimated value of NT$ 500,010,000 of the transferred assets and liabilities. The share exchange ratio of this proposal is therefore deemed reasonable.

  1. The present plan of spin-off is hereby submitted to the shareholders’meeting for approval, and it is also requested that the shareholders’ meeting authorize the Board of Directors with complete authorization to take charge of all spin-off related issues on behalf of the Company.

  2. It is proposed to request the shareholders’ meeting to grant the board of directors full authority with regard to the proposed division and transfer of the business (including assets, liabilities and business operation) of Rugged Solutions Business Group, the share swap ratio (where adjustment is deemed necessary), other issues pertaining to the spin-off (including but not limited to time schedule and spin-off base date) or any matters not specifically covered herein, or changes required as a result of administrative instructions of competent authorities, issues related to enactment of laws and ordinances, or objective circumstances.

  3. Where the total amount of shares requested to be bought back by shareholders who object to the stated spin-offis in excess of 3% of the Company's total outstanding shares, it is proposed to the shareholders’meeting to authorize the Board of Directors to terminate the agreement on the present spin-off with full authorization to deal with relevant issues.The Board of Directors shall, nevertheless, report to the next shareholders’ meeting subsequently.

  4. Approval is respectfully requested.

Resolution:

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Agenda 3 (Proposed by the Board of Directors)

  • Proposal: Proposal of the division of the business (incl. all assets, liabilities, and operations) of the Mechatronic & Energy Solutions Business Group (incl. Mechatronic and energy solutions and Power Solutions) to facilitate the planning operations for the transformation into an investment holding corporation.

Description:

  1. This Company shall implement policies encouraging the independent development of business units to facilitate the transformation to an investment holding company and enhance the operating efficiency of the enterprise with the ultimate goal of maximizing the management effectiveness and ensuring the long-term competitiveness of the group. It is therefore proposed to divide and transfer the existing business (incl. all assets, liabilities, and operations) of the Mechatronic & Energy Solutions Business Group to wholly owned subsidiary GTC Solution Corporation and allocated new shares issued by GTC Solution Corporation to Getac Technology Corporation as a quid pro quo (hereinafter referred to as “this Proposal”). The spin-off base date is provisionally set for October 1, 2021.

  2. The value of Mechatronic & Energy Solutions Business Group that the Company would spin-off is anticipated at NT$78,991,000, at the rate of NT$11 per share, the Company will acquire a total of 7,181,000 shares of the common shares newly issued by GTC Solution Corporation.Any fraction of the transferred business value less than one share in the swap shall be paid for by GTC Solution Corporation in cash.

  3. Exactly in accordance with Business Mergers And Acquisitions Act, Company Act and other laws and ordinances concerned, the Company has duly worked out " Spin-off Proposal" (including the Articles of Incorporation of GTC Solution Corporation, book value of assets and liabilities to be divided and transferred and expert opinions on the reasonableness of the division and share swap ratios). Please refer to Attachment 5.

  4. The Audit Committee of this Company has commissioned CPA Tu, Sheng-Chieh from Sheng-Chieh CPA Firm (an independent expert), to provide a professional opinion with regard to the reasonableness of the share exchange ratio (see Attachment 5 for relevant contents) in exercise of its powers pursuant to the provisions set forth in Article 6 of the Business Mergers and Acquisitions Act. The Audit Committee has already completed reviews of the fairness and reasonableness of this proposal which represents an organizational adjustment. Before and after the division and transfer, GTC

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Solution Corporation is a completely owned subsidiary of this Company. This proposal therefore has no impact on shareholders’ equity. GTC Solution Corporation will issue 7,181,000 new shares with a face value of NT$ 11 each, which is equivalent to the estimated value of NT$ 78,991,000 of the transferred assets and liabilities. The share exchange ratio of this proposal is therefore deemed reasonable.

  1. The present plan of spin-off is hereby submitted to the shareholders’meeting for approval, and it is also requested that the shareholders’ meeting authorize the Board of Directors with complete authorization to take charge of all spin-off related issues on behalf of the Company.

  2. It is proposed to request the shareholders’ meeting to grant the board of directors full authority with regard to the proposed division and transfer of the business (including assets, liabilities and business operation) of Mechatronic & Energy Solutions Business Group, the share swap ratio (where adjustment is deemed necessary), other issues pertaining to the spin-off (including but not limited to time schedule and spin-off base date) or any matters not specifically covered herein, or changes required as a result of administrative instructions of competent authorities, issues related to enactment of laws and ordinances, or objective circumstances.

  3. Where the total amount of shares requested to be bought back by shareholders who object to the stated spin-offis in excess of 3% of the Company's total outstanding shares, it is proposed to the shareholders’meeting to authorize the Board of Directors to terminate the agreement on the present spin-off with complete authorization to deal with relevant issues.The Board of Directors shall, nevertheless, report to the next shareholders’ meeting subsequently.

  4. Approval is respectfully requested.

Resolution:

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Agenda 4 (Proposed by the Board of Directors)

Proposal: Proposal for amendments to the “Articles of Incorporation”.

Description:

  1. In line with the planned transformation into an investment holding corporation, the proposed name change to “Getac Holdings Corporation,” and actual operational requirements, it is deemed necessary to revise and amend certain provisions of the Articles of Incorporation. The Company name in the title of the “Articles of Incorporation” and related amended provisions shall come into effect on the spin-off base date (please refer to Attachment 6).

  2. Approval is respectfully requested.

Resolution:

Agenda 5 (Proposed by the Board of Directors)

Proposal: Proposal for amendments to the “Rules of Procedure for Shareholders Meetings” and “Regulations Governing Election of Directors”.

Description:

  1. In line with the planned transformation into an investment holding corporation, the proposed name change to “Getac Holdings Corporation,” relevant laws and regulations, and actual operational requirements, it is deemed necessary to revise and amend the “Rules of Procedure for Shareholders’ Meetings” and “Regulations Governing Election of Directors.” All amended provisions other than the Company Name in the title which shall come into effect on the spin-off base date shall take effect upon ratification by resolution of a Shareholders’ Meeting (please refer to Attachment 7~8).

2.Approval is respectfully requested.

Resolution:

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Agenda 6 (Proposed by the Board of Directors)

  • Proposal: Proposal for amendments to the ”Procedures for Loaning Funds to 、 、

  • Others” ”Procedures for Endorsements and Guarantees ” Procedures for Acquisition and Disposal of Assets” and ”Procedures for Derivatives Trading”.

Description:

  1. In line with the planned transformation into an investment holding corporation, the proposed name change to “Getac Holdings Corporation”, it is deemed necessary to revise and amend certain provisions of 、

the ”Procedures for Loaning Funds to Others” ”Procedures for 、

Endorsements and Guarantees ” Procedures for Acquisition and Disposal of Assets” and ”Procedures for Derivatives Trading”. The Company name in the title shall come into effect on the spin-off base date (please refer to Attachments 9~12).

  1. Approval is respectfully requested.

Resolution:

Agenda 7 (Proposed by the Board of Directors)

Proposal: Release of Directors from Non-competition Restrictions.

Description:

  1. According to 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.

  2. For some directors of the Company, representatives of juristic-person directors or juristic-person shareholders whose representatives are elected as directors may conduct business activities for themselves or others, for the needs of the above fact, it is proposed to release the directors from non-competition restrictions.

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  • 3.he newly added non-competition activities of the directors to be released are as follows：
follows：
Name of Directors Details of directors or manager of the
companies
Lin, Kuan-Ming RUBYTECH (BEIJING) CO., LTD.
  • 4.Approval is respectfully requested.

Resolution:

Questions and Motions

Adjournment

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Attachment 1

Getac Technology Corporation

Audit Committee’s Review Report

2020 financial statements (January 1, 2020 to December 31, 2020) of Getac Technology Corp. are prepared by the board of directors and audited by Cheng Ya-Huei and Wen Fang-Yu, CPAs, PricewaterhouseCoopers (PwC), Taiwan. These financial statements, along with 2020 business reports and earnings distribution plan, have been reviewed by Audit Committee ourselves and these reports and statements are indeed compliant with the related laws and regulations. Per Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we Audit Committee submit this review report for your consideration.

Submit to

2021 Annual Meeting of Shareholders, Getac Technology Corporation

Getac Technology Corporation

Audit Committee convener ： CHANG,CHIA-HSIN

February 25, 2021

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Attachment 2

Getac Technology Corporation 2020 Business Report

Due to the impact of the COVID-19 epidemic, nations all over the world successively adopted strict measures such as lockdowns and border controls. As a result of these measures and the added impact of the US-China trade conflict, global economic demand declined massively, and the manufacturing bases of the global supply chain had to be redeployed. In this highly volatile environment, enterprises are bound to face serious challenges in their operations. In the face of these trials, the Getac management team has maintained a professional attitude and responded to emerging challenges immediately through the adoption of flexible and diverse preventive and control measures to safeguard the health of its employees while also ensuring business continuity. We are also fully committed to accelerating the process of digital transformation and spurring constant innovation and progress. Total revenues of the company have increased steadily and reached a historic high in 2020. Net income has increased by 21% compared to the previous year. The financial performance of Getac Technology over the past year is summarized as follows:

Revenues and profitability

The consolidated revenue amounted to NT$ 27.838 billion in 2020, which represents an increase by 3.3% compared to the total revenue of NT$ 26.953 billion in 2019. Consolidated gross profit reached NT$ 7.777 billion, which marks a growth by 1.8% compared to 2019. Consolidated operating profits equaled NT$ 3.116 billion, which represents an increase by 4.7% compared to the same period of the previous year. Net income attributable to the parent company reached NT$ 2.577 billion in 2020, which represents a rise by 21.0% compared to 2019. EPS amounted to NT$ 4.40. Budget achievement ratios cannot be reported since no financial forecasts were disclosed in 2020.

Business Overview and Vision

In the field of rugged computing solutions, private sector demand cooled down compared to 2019, due to the effects of lockdowns associated with COVID-19 and the slowing down or suspension of economic activity. Deliveries for certain orders had to be deferred due to work from home requirements and the weakening demand of end markets led to push out. However, the number of orders placed by public sector units such as national defense and public safety departments as well as federal governments remained constant. Despite the fact that the pull-in momentum of the company’s rugged computer business was not as robust as expected, overall revenues still increased over the previous year. Against the backdrop of the epidemic, the results of Getac’s deep commitment to digital transformation over many years became apparent. Despite the threat posed by the epidemic, the company was able to stabilize its sales orders, maintain its competitiveness, and develop new business opportunities by relying on its international marketing and customer management automation system, live-streamed training programs, and virtual reality-based interactive marketing.

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In the field of mechanical solutions, the management team’s appropriate response to factory shutdowns caused by the epidemic in the first quarter of 2020 secured us a spot on the list for the first wave of factory re-openings, and we were therefore able to quickly resume deliveries to satisfy customer demands. The rapidly increasing demand for WFM and SFM caused by COVID-19 spurred output in the fields of business laptops, educational laptops, and game console cases. The company focuses on the provision of mechanical solutions with high added value and differentiated processes. Double injection process technology has been adopted for educational laptops. The plastic materials combined with the peripheral rubber ensure optimal protection against impacts. New composite materials introduced on the business laptop market have resulted in a higher output volume compared to the previous year due to the stylish appearance, light-weight properties, excellent durability, and rapid promotion of such materials. Double injection processes and output of cases made of new materials have generated outstanding sales performance.

For automotive mechanical products, it has been deeply affected by the COVID-19 epidemic. Global automobile sales have dropped by 15–20% compared to the previous year. European and US carmakers were forced to suspend their operations due to lockdowns and demand decreased sharply since people were confined to their homes, causing a decline in sales performance in the second quarter of the year. Following the lifting of lockdowns, our clients successively resumed their operations in the third and fourth quarters. The supply of parts and components was gradually restored, reaching around 90% of pre-pandemic levels. New products associated with ADAS (Advanced Driver-Assistance Systems) and alternative energy vehicles have secured new orders for Getac, making up for the loss caused by the epidemic.

In the field of aerospace fasteners, the COVID-19 epidemic has resulted in a sharp decline in the demand of the global aeronautics market, the sales volume of aerospace fasteners dropping by almost 40% in 2020. Despite the serious impact of the pandemic on our business operations, we still achieved growth in the areas of customer and process development and product certification. In 2020, our processes were accredited by Rolls-Royce. Process certification by other European and US aeronautics manufacturers is currently still in progress. To accelerate our expansion into other markets, in addition to our existing office locations in North America, we also added new offices in Europe in the first half of 2020 to provide customers with nearby services, solve deficiencies caused by the inability to expand sales through business trips due to the epidemic, and stabilize the rhythm of communications with key clients.

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Research and development

Getac Technology’s total investments in research and development amounted to NT$ 1.294 billion, accounting for around 4.6% of the company’s consolidated net operating revenue. In the field of rugged computers, the main focus of the company’s R&D efforts lies on the strengthening of the breadth and depth of its product lines. The company just debuted its brand-new flagship model, the Getac B360 Fully Rugged 13.3” Laptop, which has once again set a new benchmark in the rugged computing industry. In response to the latest developments in the field of 5G, numerous key models have been upgraded to the latest generation of Wi-Fi 6 wireless transmission technology to satisfy more extensive demands for high-quality connections. In addition, Getac continues to bolster its process technology and process automation capabilities to accelerate progress in the field of smart manufacturing and achieve a triple-win outcome in the areas of environmental protection, energy conservation, and high performance.

We wish you Good health and fortune.

Chairman ： Hwang, Ming-Hang

President ： Hwang, Ming-Hang

Accountant in Charge ： Hsieh, Sue-Chuan

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Attachment 3

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR 20000332

To the Board of Directors and Stockholders of Getac Technology Corp.

Opinion

We have audited the accompanying consolidated balance sheets of Getac Technology Corp. and its subsidiaries (the “Group”) as at December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the report of other auditors, as described in the Other matter – Reference to audits of other auditors section of our report, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at 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 the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audit of the consolidated financial statements as of and for the year ended December 31, 2020 in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS); and in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants”, "Rule No. Financial-Supervisory-SecuritiesAuditing-1090360805 issued by the Financial Supervisory Commission on February 25, 2020” and generally accepted auditing standards in the Republic of China (ROC GAAS) for our audit of the consolidated financial statements as of and for the year ended December 31, 2019. 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 Accountants of the Republic of China, and we

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have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

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

The key audit matters in relation to the consolidated financial statements for the year ended December 31, 2020 are outlined as follows:

Evaluation of inventories

Description

Refer to Note 4(13) for the accounting policies on evaluation of inventories, Note 5(2) for the critical accounting estimates and assumptions on evaluation of inventories and Note 6(6) for the details of inventories.

The Group is engaged in the research, development, manufacture and sales of notebook computers, handheld equipment for military and industrial computer system, structure parts for electronic, automotive and home appliance industries, and aerospace fasteners. Due to the rapid technological innovations and market competition, there is a higher risk of inventory losses due to slow-moving inventory and obsolescence. As inventories are stated at the lower of cost and net realisable value, the determination of net realisable value of inventories is subject to subjective judgment and uncertainties. Thus, we considered the evaluation of inventories as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter: Sampled and validated inventory line items from the inventory aging report and agreed quantities and amounts to inventory sub-ledger and examined the appropriateness of categorization within the inventory aging report; verified the classification of obsolete inventories; and sampled and validated the net realisable value of slow-moving and obsolete inventories against respective historical information for diminution in inventory value in order to ensure the reasonableness of provision for inventory loss.

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Recognition of sales revenue

Description

Refer to Note 4(31) for the accounting policies on recognition of sales revenue, and Note 6(26) for the details of operating revenue. Sales revenue is the main operating activity and relevant to the Group’s financial performance. The Group sells different kinds of products with various transaction terms, which require judgment in determining the timing of the transfer of control of goods. Thus, we considered recognition of sales revenue as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter: Obtained an understanding of and evaluated internal controls over the recognition of sales revenue, and tested the operating effectiveness of related control activities; sampled and validated transaction terms, performance obligations, prices, orders, shipping documents and assessed appropriateness of amount and timing of revenue recognition; sampled transactions from a specific period of time prior to and after the balance sheet date; and validated respective transaction terms and shipping documents in order to ensure sales revenue are recognised in the proper period.

Other matter – Reference to audits of other auditors

We did not audit the financial statements of certain investments accounted for under the equity method for the years ended December 31, 2020 and 2019 which were audited by other auditors. Therefore, our opinion expressed herein, insofar as it relates to the amounts included in respect of these investees, is based solely on the reports of other auditors. The balances of related investments accounted for under the equity method was NT$628,896 thousand and NT$653,403 thousand, constituting 2% and 2% of the total consolidated assets as of December 31, 2020 and 2019, respectively, and comprehensive loss from these investments accounted for under the equity method amounted to (NT$26,801) thousand and (NT$193,818) thousand, constituting (1%) and (10%) of the total consolidated comprehensive income for the years then ended, respectively.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion with other matter section on the parent company only financial statements of Getac Technology Corp. as at and for the years ended December 31, 2020 and 2019.

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

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

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

Those charged with governance, including 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 generally accepted auditing standards in 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 generally accepted auditing standards in Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: 1. 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

~22~

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 controls.

2.

3.

4.

5.

6.

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 controls.

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 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 report. However, future events or conditions may cause the Group to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

~23~

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 of the current period and are therefore the key audit matters. We describe these matters in our 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.

Cheng, Ya-Huei Wen, Fang-Yu

For and on behalf of PricewaterhouseCoopers, Taiwan February 25, 2021

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

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

~24~

GETAC TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Assets Notes
6(1)
6(2)
6(4)
6(5)
6(5)
6(5) and 7
7
6(6)
6(3)
6(7)
6(8), 7 and 8
6(9) and 7
6(11)
6(12)(13)
6(34)
6(14)(19)		 December31,2020
AMOUNT
%
$
5,706,030
17
63,883
-
547,275
2
13,793
-
7,498,176
22
15,446
-
87,588
-
5,443,201
16
450,350
2
19,825,742
59
741,617
2
1,009,557
3
8,593,044
25
997,111
3
477,088
1
686,960
2
553,255
2
970,559
3
14,029,191
41
$
33,854,933
100		 December31,2019 December31,2019
AMOUNT
$
5,706,030
63,883
547,275
13,793
7,498,176
15,446
87,588
5,443,201
450,350
19,825,742
741,617
1,009,557
8,593,044
997,111
477,088
686,960
553,255
970,559
14,029,191
$
33,854,933		 AMOUNT
$
5,492,175
3,955
1,023,992
4,516
6,262,898
92,618
58,768
5,140,640
482,178
18,561,740
651,745
936,227
7,251,930
1,039,929
588,265
737,021
441,871
398,867
12,045,855
$
30,607,595		 %
Current Assets
1100
Cash and cash equivalents
1110
Financial assets at fair value through
profit or loss - current
1136
Current financial assets at amortised
cost, net
1150
Notes receivable - net
1170
Accounts receivable - net
1180
Accounts receivable - related parties
1200
Other receivables
130X
Inventories - net
1410
Prepayments
11XX
Total current assets
Non-current assets
1517
Financial assets at fair value through
other comprehensive income - non-
current
1550
Investments accounted for under the
equity method
1600
Property, plant and equipment - net
1755
Right-of-use assets
1760
Investment property - net
1780
Intangible assets
1840
Deferred income tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
TOTAL ASSETS		 18
-
3
-
21
-
-
17
2
61
2
3
24
3
2
2
2
1
39
100

(Continued)

~25~

GETAC TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Liabilities and Equity December31,2020
December31,2019
Notes
AMOUNT
%
AMOUNT
%
6(15)
$
406,768
1
$
558,406
2
6(16)
6,930
-
4,122
-
6(26) and 7
524,360
2
461,139
2
70
-
2,714
-
5,875,209
17
4,411,487
14
7
47,292
-
48,081
-
6(17) and 7
3,158,133
9
3,105,930
10
6(34)
604,618
2
335,583
1
6(21)
189,244
1
216,764
1
134,279
-
141,765
-
6(18)
180,318
1
222,516
1
492,750
2
804,525
3
115,950
-
28,449
-
11,735,921
35
10,341,481
34
6(26)
744,519
2
570,698
2
6(18)
1,931,865
6
1,850,373
6
6(21)
490,761
1
414,784
1
6(34)
75,834
-
-
-
6(34)
187,460
1
170,076
1
476,082
1
388,052
1
6(19)
219,196
1
199,391
1
4,125,717
12
3,593,374
12
15,861,638
47
13,934,855
46
6(22)
5,892,477
18
5,830,022
19
6(23)
3,264,236
9
3,083,657
10
6(24)
1,952,202
6
1,739,599
6
741,623
2
412,996
1
5,076,740
15
4,652,080
15
6(25)
(
682,231) (
2 ) (
741,624) (
2)
16,245,047
48
14,976,730
49
1,748,248
5
1,696,010
5
17,993,295
53
16,672,740
54
9
$
33,854,933
100 $
30,607,595
100
Current liabilities
2100
Short-term borrowings
2120
Financial liabilities at fair value
through profit or loss - current
2130
Contract liabilities - current
2150
Notes payable
2170
Accounts payable
2180
Accounts payable - related parties
2200
Other payables
2230
Current income tax liabilities
2250
Provisions for liabilities - current
2280
Lease liabilities - current
2320
Long-term borrowings, current
portion
2365
Refund liabilities - current
2399
Other current liabilities, others
21XX
Total current liabilities
Non-current liabilities
2527
Contract liabilities - non-current
2540
Long-term borrowings
2550
Provisions for liabilities - non-current
2560
Current tax liabilities - non-current
2570
Deferred income tax liabilities
2580
Lease liabilities - non-current
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity attributable to owners of the
parent
Share capital
3110
Common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity
3400
Other equity interest
31XX
Total equity attributable to
owners of the parent
36XX
Non-controlling interest
3XXX
Total equity
Significant Contingent Liabilities and
Unrecognised Contract Commitments
3X2X
TOTAL LIABILITIES AND
EQUITY

~26~

GETAC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT FOR EARNINGS PER SHARE)

Items Year ended December 31
2020
2019
Notes
AMOUNT
%
AMOUNT
%
6(26) and 7
$
27,837,743
100
$
26,952,910
100
6(6)(32)(33)
(
20,060,915 ) (
72) (
19,311,825) (
72)
7,776,828
28
7,641,085
28
6(32)(33)
(
1,882,897 ) (
7) (
2,022,318) (
7)
(
1,538,631 ) (
5) (
1,407,365) (
5)
(
1,293,643 ) (
5) (
1,287,905) (
5)
(
4,715,171 ) (
17) (
4,717,588) (
17)
6(11)(27)
54,124
-
52,319
-
3,115,781
11
2,975,816
11
6(28)
54,272
-
70,214
-
6(29)
165,632
1
100,916
1
6(30)
(
23,365 )
-
18,409
-
6(31)
(
47,212 )
- (
42,208)
-
6(7)
(
24,168 )
- (
175,772) (
1)
125,159
1 (
28,441)
-
3,240,940
12
2,947,375
11
6(34)
(
572,147 ) (
2) (
577,447) (
2)
$
2,668,793
10
$
2,369,928
9
4000
Operating Revenues
5000
Operating Costs
5900
Gross Profit
Operating Expenses
6100
Selling expenses
6200
Administrative expenses
6300
Research and development
expenses
6000
Total operating expenses
6500
Other income and expenses - net
6900
Operating profit
Non-operating income and
expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of losses of associates and
joint ventures accounted for
under the equity method
7000
Total non-operating income
and expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year

(Continued)

~27~

GETAC TECHNOLOGY CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT FOR EARNINGS PER SHARE)

Items Year ended December 31
2020
2019
Notes
AMOUNT
%
AMOUNT
%
( $
2,594 )
- ($
11,023)
-
6(3)
87,613
-
90,549
-
6(7)
116,074
1 (
4,185)
-
711
-
1,737
-
201,804
1
77,078
-
6(25)
(
101,222 ) (
1) (
454,524) (
2)
6(7)
(
5,462 )
- (
12,689)
-
6(34)
-
-
4,397
-
(
106,684 ) (
1) (
462,816) (
2)
$
95,120
- ($
385,738) (
2)
$
2,763,913
10
$
1,984,190
7
$
2,577,039
10
$
2,129,188
8
$
91,754
-
$
240,740
1
$
2,658,162
10
$
1,777,895
6
$
105,751
-
$
206,295
1
6(35)
$
4.40
$
3.67
6(35)
$
4.31
$
3.59
Other comprehensive income
(net)
Items that will not be reclassified
subsequently to profit or loss
8311
Remeasurement of defined
benefit obligations
8316
Unrealised value gain on equity
instrument at fair value through
comprehensive income
8320
Share of other comprehensive
gain (loss) of associates and joint
ventures
8349
Income tax benefit related to
items that will not be reclassified
subsequently
8310
Other comprehensive income
that will not be reclassified to
profit or loss
Items that may be reclassified
subsequently to profit or loss
8361
Exchange differences arising on
translation of foreign operations
8370
Share of other comprehensive
loss of associates and joint
ventures
8399
Income tax benefit related to
items that may be reclassified
subsequently
8360
Other comprehensive loss that
may be reclassified to profit or
loss
8300
Other comprehensive income
(loss) for the year, net of tax
8500
Total comprehensive income for
the year
Profit attributable to:
8610
Owners of the parent
8620
Non-controlling interest
Total comprehensive income
attributable to:
8710
Owners of the parent
8720
Non-controlling interest
Basic earnings per share
9750
Net income attributable to
owners of the parent
Diluted earnings per share
9850
Net income attributable to
owners of the parent

~28~

GETAC TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Year ended December 31, 2019
Balance at January 1, 2019
Retrospective application and effect of retrospective restatement
Balance at January 1 after adjustments
Net income for the year
Other comprehensive (loss) income for the year
Total comprehensive income (loss)
Appropriations of 2018 earnings
Legal reserve
Special reserve
Cash dividends
Exercise of employee stock options
Change in associates and joint ventures accounted for under equity method
Compensation cost of share-based payment
Cash dividends paid to non-controlling interest
Balance at December 31, 2019
Year ended December 31, 2020
Balance at January 1, 2020
Net income for the year
Other comprehensive (loss) income for the year
Total comprehensive income (loss)
Appropriations of 2019 earnings
Legal reserve
Special reserve
Cash dividends
Exercise of employee stock options
Change in associates and joint ventures accounted for under the equity method
Compensation cost of share-based payment
Cash dividends paid to non-controlling interest
Balance at December 31, 2020		 Notes Equityattributable Equityattributable Equityattributable to owners of the paren t Non-controlling
interest		 Total equity
Common stock Capital surplus R etained earnings Otherequityinterest Total
Legal reserve Special reserve Unappropriated
retained earnings		 Currency
translation
differences		 Unrealised gains
(losses) from
financial assets
measured at fair
value through other
comprehensive
income
6(25)
6(24)
6(20)(22)
6(23)(25)
6(20)
6(25)
6(24)
6(20)(22)
6(23)(25)
6(20)		 $ 5,791,652
-
5,791,652
-
-
-
-
-
-
38,370
-
-
-
$ 5,830,022
$ 5,830,022
-
-
-
-
-
-
62,455
-
-
-
$ 5,892,477		 $
2,938,630
-
2,938,630
-
-
-
-
-
-
79,819
1,945
63,263
-
$
3,083,657
$
3,083,657
-
-
-
-
-
-
140,617
1,637
38,325
-
$
3,264,236		 $ 1,518,353
-
1,518,353
-
-
-
221,246
-
-
-
-
-
-
$ 1,739,599
$ 1,739,599
-
-
-
212,603
-
-
-
-
-
-
$ 1,952,202		 $ 318,032
-
318,032
-
-
-
-
94,964
-
-
-
-
-
$ 412,996
$ 412,996
-
-
-
-
328,627
-
-
-
-
-
$ 741,623		 $ 4,579,845
(
153 )
4,579,692
2,129,188
(
7,683 )
2,121,505
(
221,246 )
(
94,964 )
(
1,737,585 )
-
4,678
-
-
$ 4,652,080
$ 4,652,080
2,577,039
(
2,299 )
2,574,740
(
212,603 )
(
328,627 )
(
1,632,879 )
-
24,029
-
-
$ 5,076,740







($
185,478 )
-
(
185,478 )
-
(
429,795 )
(
429,795 )
-
-
-
-
-
-
-
($
615,273 )
($
615,273 )
-
(
120,096 )
(
120,096 )
-
-
-
-
-
-
-
($
735,369 )




($
207,858 )
-
(
207,858 )
-
86,185
86,185
-
-
-
-
(
4,678 )
-
-
($
126,351 )
($
126,351 )
-
203,518
203,518
-
-
-
-
(
24,029 )
-
-
$
53,138		 $ 14,753,176
(
153 )
14,753,023
2,129,188
(
351,293 )
1,777,895
-
-
(
1,737,585 )
118,189
1,945
63,263
-
$ 14,976,730
$ 14,976,730
2,577,039
81,123
2,658,162
-
-
(
1,632,879 )
203,072
1,637
38,325
-
$ 16,245,047		 $ 1,568,865
-
1,568,865
240,740
(
34,445 )
206,295
-
-
-
-
-
1,022
(
80,172 )
$ 1,696,010
$ 1,696,010
91,754
13,997
105,751
-
-
-
-
-
32,107
(
85,620 )
$ 1,748,248		 $ 16,322,041
(
153 )
16,321,888
2,369,928
(
385,738 )
1,984,190
-
-
(
1,737,585 )
118,189
1,945
64,285
(
80,172 )
$ 16,672,740
$ 16,672,740
2,668,793
95,120
2,763,913
-
-
(
1,632,879 )
203,072
1,637
70,432
(
85,620 )
$ 17,993,295

~29~

GETAC TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Reversal of expected credit loss
Depreciation

Amortization on intangible assets

(Gain) loss on valuation of financial assets and
liabilities at fair value through profit and loss

Interest expense

Interest income

Dividend income

Gain on disposal of property, plant and equipment

Gain on modification of lease contract
Share of loss of associates and joint ventures
accounted for under the equity method

Compensation cost of share-based payment

Changes in operating assets and liabilities
Changes in operating assets
Notes receivable - net
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Prepayments
Other non-current assets
Changes in operating liabilities
Contract liabilities
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Provisions for liabilities
Refund liabilities
Other current liabilities
Other non-current liabilities
Cash inflow generated from operations
Interest paid
Interest received
Dividends received
Income tax paid
Net cash flows from operating activities		 Year ended December 31
Notes
2020
2019
$
3,240,940
$
2,947,375
(
2,036 ) (
1,320 )
6(8)(9)(11)(32)
1,118,259
1,046,491
6(12)(32)
38,414
40,465
6(2)(16)(30)
(
58,273 )
1,338
6(31)
47,212
42,208
6(28)
(
54,272 ) (
70,214 )
6(29)
(
13,601 ) (
16,593 )
6(8)(30)
(
19,374 ) (
10,958 )
(
333 )
-
6(7)
24,168
175,772
6(20)
70,432
64,285
(
9,277 ) (
2,905 )
(
1,234,674 ) (
963,418 )
78,604
(
73,568 )
(
31,539 )
253,757
(
302,561 ) (
326,294 )
84,324
(
138,564 )
(
5,289 )
39,310
237,042
147,083
(
2,644 ) (
285 )
1,463,722
265,491
(
789 ) (
11,575 )
36,123
44,705
48,457
24,985
(
311,775 )
533,651
87,501
38,786
6,603
6,196
4,535,364
4,056,204
(
52,568 ) (
47,817 )
56,991
69,325
25,745
65,135
(
373,773 ) (
658,338 )
4,191,759
3,484,509

(Continued)

~30~

GETAC TECHNOLOGY CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets measured at amortized
cost-current
Proceeds from disposal of financial assets measured at
amortized cost-current
Acquisition of financial assets at fair value through other
comprehensive income
Proceeds from capital return of financial assets measured
at cost
Increase in long-term investments accounted for under the
equity method
Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets

Increase in refundable deposits

Decrease in financial assets measured at amortized cost-
non-current
Increase in financial assets measured at amortized cost-
non-current
Increase in other financial assets - non-current
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term borrowings

Increase in long-term borrowings

Repayment of long-term borrowings

Increase (decrease) in deposits received
Repayment of lease liabilities

Proceeds from exercise of employee stock options
Cash dividends paid
Cash dividends paid to non-controlling interest
Net cash flows used in financing activities
Effects of changes in foreign exchange rates
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year
 Year ended December 31
Notes
2020
2019
$
-
($
32,417 )
476,717
-
(
17,087 ) (
49,952 )
4,216
9,031
-
(
11,850 )
6(36) and 7
(
1,914,142 ) (
1,495,664 )
48,155
33,354
6(12)
(
12,717 ) (
38,009 )
6(14)
(
1,348 ) (
7,236 )
-
18,531
(
9,968 )
-
(
737,586 )
-
(
2,163,760 ) (
1,574,212 )
6(37)
(
151,638 )
446,986
6(37)
502,295
403,330
6(37)
(
463,001 ) (
455,808 )
10,607
(
2,196 )
6(9)
(
152,387 ) (
114,087 )
203,072
118,189
(
1,632,879 ) (
1,737,585 )
(
85,620 ) (
80,172 )
(
1,769,551 ) (
1,421,343 )
(
44,593 ) (
177,360 )
213,855
311,594
6(1)
5,492,175
5,180,581
6(1)
$
5,706,030
$
5,492,175

~31~

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR20000333

To the Board of Directors and Stockholders of Getac Technology Corp.

Opinion

We have audited the accompanying balance sheets of Getac Technology Corp. (the “Company”) as at December 31, 2020 and 2019, and the related statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the report of other auditors, as described in the Other matter – reference to audits of other auditors section of our report, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at 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 as of and for the year ended December 31, 2020 in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China(ROC GAAS); and in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants”, "Rule No. Financial-Supervisory-Securities Auditing1090360805 issued by the Financial Supervisory Commission on February 25, 2020” and generally accepted auditing standards in the Republic of China(ROC GAAS) for our audit of the financial statements as of and for the year ended December 31, 2019. 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 Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

~32~

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 of the current period. These matters were addressed in the context of our audit of the financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters. The key audit matters in relation to the parent company only financial statements for the year ended December 31, 2020 are outlined as follows:

Evaluation of inventories

Description

Refer to Note 4(13) for the accounting policies on evaluation of inventories; Note 5(2) for the critical accounting estimates and assumptions on evaluation of inventories and Note 6(6) for the details of inventories.

The Company and its subsidiaries are engaged in the research, development, manufacture and sales of notebook computers, handheld equipment for military and industrial computer system, structure parts for electronic, automotive and home appliance industries, and aerospace fasteners. Due to the rapid technological innovations and market competition, there is a higher risk of inventory losses due from slow-moving inventory and obsolescence. The Company and its subsidiaries, recognised as investments accounted for under equity method, measure inventories at the lower of cost and net realizable value. As the determination of net realizable value of inventories is subject to subjective judgment and with uncertainty, it was identified as a key audit matter.

How our audit addressed the matter

Our audit procedures performed in respect of evaluation of inventories included: Sampled and validated inventory line items from the inventory aging report, agreed quantities and amounts to inventory subledger and examined the appropriateness of categorization within the inventory aging reports; verified the classification of obsolete inventories; sampled and validated the net realizable value of slowmoving and obsolete inventories with respective historical information for diminution in inventory value in order to ensure the reasonableness of provision and inventory allowance.

~33~

Recognition of sales revenue

Description

Refer to Note 4(30) for the accounting policies on recognition of sales revenue and Note 6(20) for the details of operating revenue. Sales revenue is the main operating activity and is relevant to the Company’s financial performance. The Company and its subsidiaries, recognised as investments accounted for under equity method, sell different kinds of products with various transaction terms and require judgment in determining the timing of transferring control of goods. Consequently, it was identified as a key audit matter.

How our audit addressed the matter

Our audit procedures performed in respect of recognition of sales revenue included: obtained an understanding of and evaluated internal controls over the recognition of sales revenue, and tested the operating effectiveness of related control activities; sampled and validated transaction terms, performance obligations, prices, order shipping documents and assessed appropriateness of amount and timing for revenue recognition; and sampled transactions from a specific period of time prior to and after the balance sheet date and validated respective transaction terms and shipping documents in order to ensure that sales revenue were recognised in the proper period.

Other matter – reference to audits of other auditors

We did not audit the financial statements of certain direct and indirect investments accounted for under the equity method. Those financial statements were audited by other auditors whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included in the financial statements and the information disclosed in Note 13 relative to these investees was based solely on the reports of other auditors. The balance of these investments accounted for under the equity method amounted to NT$628,896 thousand and NT$653,403 thousand, both are constituting 3% of total assets as of December 31, 2020 and 2019, respectively and comprehensive loss amounted to (NT$26,801) thousand and (NT$193,818) thousand, constituting (1%) and (11%) of the total comprehensive income for the years then ended, respectively.

~34~

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 a report an auditors’ 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 generally accepted auditing standards 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.

  • As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: 1. 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 controls.

~35~

  1. 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 controls.

  2. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  3. 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 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 report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  4. 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.

  5. 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.

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.

~36~

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 of the current period and are therefore the key audit matters. We describe these matters in our 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.

Cheng, Ya-Huei

Wen, Fang-Yu

For and on behalf of PricewaterhouseCoopers, Taiwan

February 25, 2021

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

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

~37~

GETAC TECHNOLOGY CORP.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Assets Notes
6(1)
6(2)
6(4)
6(5)
6(5)
6(5) and 7
7
6(6)
6(3)
6(7)
6(8)
6(9)
6(10)
4(27)		 December31,2020
AMOUNT
%
$
2,185,479
10
7,426
-
-
-
11,585
-
746,345
3
464,880
2
23,452
-
1,937,160
8
46,357
-
5,422,684
23
610,661
3
14,949,492
64
1,244,606
5
257,755
1
9,619
-
242,051
1
773,969
3
18,088,153
77
$
23,510,837
100		 December31,2019 December31,2019
AMOUNT
$
2,185,479
7,426
-
11,585
746,345
464,880
23,452
1,937,160
46,357
5,422,684
610,661
14,949,492
1,244,606
257,755
9,619
242,051
773,969
18,088,153
$
23,510,837		 AMOUNT
$
1,932,957
-
400,000
138
695,286
635,021
40,126
1,869,725
131,933
5,705,186
520,843
14,053,014
222,542
329,316
13,361
295,093
33,834
15,468,003
$
21,173,189		 %
Current assets
1100
Cash and cash equivalents
1110
Financial assets at fair value through
profit or loss - current
1136
Current financial assets at amortised
cost, net
1150
Notes receivable, net
1170
Accounts receivable, net
1180
Accounts receivable - related parties
1200
Other receivables
130X
Inventories
1410
Prepayments
11XX
Total Current Assets
Non-current assets
1517
Financial assets at fair value through
other comprehensive income -
non-current
1550
Investments accounted for under
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1780
Intangible assets
1840
Deferred income tax assets
1900
Other non-current assets
15XX
Total Non-current Assets
1XXX
TOTAL ASSETS		 9
-
2
-
3
3
-
9
1
27
3
66
1
2
-
1
-
73
100

(Continued)

~38~

GETAC TECHNOLOGY CORP.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Liabilities and Equity December31,2020
December31,2019
Notes
AMOUNT
%
AMOUNT
%
6(11)
$
406,768
2
$
333,208
2
6(12)
6,103
-
3,575
-
6(20)
39,848
-
98,326
1
953,920
4
937,399
4
7
2,551,445
11
2,084,495
10
7
1,630,327
7
1,274,847
6
6(27)
399,627
2
230,523
1
6(15)
189,244
1
216,764
1
89,466
-
84,831
-
58,275
-
78,657
-
2,931
-
11,078
-
6,327,954
27
5,353,703
25
6(20)
20,378
-
10,260
-
6(15)
490,762
2
414,784
2
6(27)
75,834
-
-
-
179,908
1
254,352
1
6(13)
170,954
1
163,360
1
937,836
4
842,756
4
7,265,790
31
6,196,459
29
6(16)
5,892,477
25
5,830,022
28
6(17)
3,264,236
14
3,083,657
15
6(18)
1,952,202
8
1,739,599
8
741,623
3
412,996
2
5,076,740
22
4,652,080
22
6(19)
(
682,231) (
3 ) (
741,624) (
4)
16,245,047
69
14,976,730
71
9
$
23,510,837
100 $
21,173,189
100
Current liabilities
2100
Short-term borrowings
2120
Financial liabilities at fair value
through profit or loss - current
2130
Contract liabilities - current
2170
Accounts payable
2180
Accounts payable - related parties
2200
Other payables
2230
Current income tax liabilities
2250
Provisions for liabilities - current
2280
Lease liabilities - current
2365
Refund liabilities - current
2399
Other current liabilities, others
21XX
Total Current Liabilities
Non-current liabilities
2527
Contract liabilities - non-current
2550
Provisions for liabilities - non-current
2560
Current tax liabilities-non current
2580
Lease liabilities - non-current
2600
Other non-current liabilities
25XX
Total Non-current Liabilities
2XXX
Total Liabilities
Equity
Share capital
3110
Common stock
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity
3400
Other equity interest
3XXX
Total Equity
Significant Contingent Liabilities and
Unrecognised Contract Commitments
3X2X
TOTAL LIABILITIES AND
EQUITY

~39~

GETAC TECHNOLOGY CORP.

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE)

Items YearendedDecember31
2020
2019
Notes
AMOUNT
%
AMOUNT
%
6(20) and 7
$
11,562,278
100
$
11,593,292
100
6(6)(25)(26) and 7(
7,634,157 ) (
66) (
7,747,594) (
67)
3,928,121
34
3,845,698
33
(
23,051 )
- (
140,660) (
1)
140,660
1
22,191
-
4,045,730
35
3,727,229
32
6(25)(26) and 7
(
772,031 ) (
6) (
804,475) (
7)
(
667,173 ) (
6) (
529,326) (
4)
(
934,561 ) (
8) (
944,250) (
8)
(
2,373,765 ) (
20) (
2,278,051) (
19)
1,671,965
15
1,449,178
13
6(21)
7,572
-
7,914
-
6(22)
74,905
-
48,743
-
6(23)
(
22,540 )
- (
19,150)
-
6(24)
(
12,188 )
- (
6,141)
-
6(7)
1,258,644
11
930,911
8
1,306,393
11
962,277
8
2,978,358
26
2,411,455
21
6(27)
(
401,319 ) (
4) (
282,267) (
3)
$
2,577,039
22
$
2,129,188
18
6(13)
( $
3,554 )
- ($
8,685)
-
6(3)
72,731
1
80,256
1
6(7)
131,331
1
5,194
-
6(27)
711
-
1,737
-
201,219
2
78,502
1

6(7)
(
120,096 ) (
1) (
429,795) (
4)
(
120,096 ) (
1) (
429,795) (
4)
$
81,123
1 ($
351,293) (
3)
$
2,658,162
23
$
1,777,895
15
6(28)
$
4.40
$
3.67
6(28)
$
4.31
$
3.59
4000
Operating revenue
5000
Operating costs
5900
Gross profit
5910
Unrealized profit on sales
5920
Realized profit on sales
5950
Net gross margin
Operating expenses
6100
Selling expenses
6200
Administrative expenses
6300
Research and development expenses
6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of profit of associates and
joint ventures accounted for under
equity method
7000
Total non-operating income and
expenses
7900
Profit before income tax
7950
Income tax expense
8200
Profit for the year
Other comprehensive income (net)
Items that will not be reclassified to
profit or loss
8311
Remeasurement of defined benefit
obligations
8316
Unrealized gains on equity
instruments at fair value through
other comprehensive income
8330
Share of other comprehensive
income of subsidiaries associates
and joint ventures
8349
Income tax benefits related to item
that will not be reclassified
subsequently
8310
Other comprehensive income that
will not be reclassified to profit or
loss
Items that will be reclassified to
profit or loss
8380
Share of other comprehensive loss of
subsidiaries, associates and joint
ventures
8360
Other comprehensive loss that will
be reclassified to profit or loss
8300
Other comprehensive income(loss)
for the year, net of tax
8500
Total comprehensive income for the
year
Basic earnings per share
9750
Profit for the year
Diluted earnings per share
9850
Profit for the year

~40~

GETAC TECHNOLOGY CORP.

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Year ended December 31, 2019
Balance at January 1, 2019
Retrospective application and effect of retrospective
restatement
Balance at January 1 after adjustments
Net income for the year
Other comprehensive (loss) income for the year
Total comprehensive income (loss)
Appropriations of 2018 earnings
Legal reserve
Special reserve
Cash dividends
Exercise of employee stock options
Change in associates and joint ventures accounted for
under equity method
Compensation cost of share-based payment
Balance at December 31, 2019
Year ended December 31, 2020
Balance at January 1, 2020
Net income for the year
Other comprehensive (loss) income for the year
Total comprehensive income (loss)
Appropriations of 2019 earnings
Legal reserve
Special reserve
Cash dividends
Exercise of employee stock options
Change in associates and joint ventures accounted for
under equity method
Compensation cost of share-based payment
Balance at December 31, 2020		 Notes Commonstock Capitalsurplus Retained earnings Otherequityinterest Otherequityinterest Totalequity
Legal reserve Special reserve Unappropriated
retained earnings		 Currency translation
differences		 Unrealised gains
(losses) from financial
assets measured at fair
value through other
comprehensiveincome
6(19)
6(18)
6(14)(17)

6(17)
6(14)(17)
6(19)
6(18)
6(14)(17)

6(17)
6(14)(17)		 $
5,791,652
-
5,791,652
-
-
-
-
-
-
38,370
-
-
$
5,830,022
$
5,830,022
-
-
-
-
-
-
62,455
-
-
$
5,892,477		 $
2,938,630
-
2,938,630
-
-
-
-
-
-
79,819
1,945
63,263
$
3,083,657
$
3,083,657
-
-
-
-
-
-
140,617
1,637
38,325
$
3,264,236		 $
1,518,353
-
1,518,353
-
-
-
221,246
-
-
-
-
-
$
1,739,599
$
1,739,599
-
-
-
212,603
-
-
-
-
-
$
1,952,202		 $
318,032
-
318,032
-
-
-
-
94,964
-
-
-
-
$
412,996
$
412,996
-
-
-
-
328,627
-
-
-
-
$
741,623		 $
4,579,845
(
153 )
4,579,692
2,129,188
(
7,683 )
2,121,505
(
221,246 )
(
94,964 )
(
1,737,585 )
-
4,678
-
$
4,652,080
$
4,652,080
2,577,039
(
2,299 )
2,574,740
(
212,603 )
(
328,627 )
(
1,632,879 )
-
24,029
-
$
5,076,740		 ($
185,478 )
-
(
185,478 )
-
(
429,795 )
(
429,795 )
-
-
-
-
-
-
($
615,273 )
($
615,273 )
-
(
120,096 )
(
120,096 )
-
-
-
-
-
-
($
735,369 )		 ($
207,858 )
-
(
207,858 )
-
86,185
86,185
-
-
-
-
(
4,678 )
-
($
126,351 )
($
126,351 )
-
203,518
203,518
-
-
-
-
(
24,029 )
-
$
53,138		 $
14,753,176
(
153 )
14,753,023
2,129,188
(
351,293 )
1,777,895
-
-
(
1,737,585 )
118,189
1,945
63,263
$
14,976,730
$
14,976,730
2,577,039
81,123
2,658,162
-
-
(
1,632,879 )
203,072
1,637
38,325
$
16,245,047

~41~

GETAC TECHNOLOGY CORP.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
(Realized) unrealized profit on sales
Depreciation

Amortization on intangible assets

(Reversal of) provision for expected credit loss
(Gain) loss on valuation of financial assets and
liabilities at fair value through profit or loss

Interest expense

Interest income

Dividend income

Loss on disposal of property, plant and equipment

Benefit of lease modification
Share of profit of associates and joint ventures
accounted for under equity method

Compensation cost of share-based payment

Changes in operating assets and liabilities
Changes in operating assets
Notes receivable - net
Accounts receivable - net
Accounts receivable - related parties
Other receivables
Inventories
Prepayments
Other non-current assets
Changes in operating liabilities
Contract liabilities
Accounts payable
Accounts payable - related parties
Other payables
Refund liabilities - current
Other non-current liabilities
Provisions for liabilities
Other current liabilities, others
Cash inflow generated from operations
Interest paid
Interest received
Dividends received
Income tax paid
Net cash flows from operating activities		 Year ended December 31
Notes
2020
2019
$
2,978,358
$
2,411,455
(
117,609 )
118,468
6(8)(9)(25)
190,030
154,487
6(10)(25)
7,608
7,271
(
1,616 )
342
6(2)(12)(23)
(
4,898 )
3,612
6(24)
12,188
6,141
6(21)
(
7,573 ) (
7,914 )
6(22)
(
11,464 ) (
13,560 )
6(8)(23)
1,311
371
(
333 )
-
6(7)
(
1,258,644 ) (
930,911 )
6(14)
38,325
63,263
(
11,447 ) (
138 )
(
49,443 ) (
28,310 )
170,141
170,860
9,505
53,190
(
67,435 )
108,104
85,576
(
75,568 )
-
7,929
(
48,360 )
47,367
16,521
(
72,461 )
466,950
74,073
36,460
96,172
(
20,382 )
17,001
(
2,120 ) (
883 )
48,458
24,985
(
8,147 )
11,078
2,451,960
2,246,424
(
12,306 ) (
5,685 )
7,742
8,364
911,111
103,628
(
102,628 ) (
340,538 )
3,255,879
2,012,193

(Continued)

~42~

GETAC TECHNOLOGY CORP.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM INVESTING ACTIVITIES
Increase in financial assets measured at amortized cost -
current
Decrease in financial assets measured at amortized cost -
current
Acquisition of non-current financial assets at fair value
through other comprehensive income
Proceeds from capital return of financial assets measured
at cost - non-current
Acquisition of investment accounted under the equity
method
Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets

Increase in refundable deposits
Increase in other financial assets-non-current
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings

Increase in other payables - related parties

Cash dividends paid

Repayment of lease liabilities

Increase in guarantee deposits received

Proceeds from exercise of employee stock options
Net cash flows used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year		 Year ended December 31
Notes
2020
2019
$
-
($
50,000 )
400,000
-
(
17,087 ) (
49,952 )
-
9,031
(
400,000 ) (
11,850 )
6(29) and 7
(
1,095,211 ) (
97,369 )
85
636
6(10)
(
3,866 ) (
12,219 )
(
2,404 ) (
3,353 )
(
737,586 )
-
(
1,856,069 ) (
215,076 )
6(30)
73,560
333,208
7
284,800
-
6(18)
(
1,632,879 ) (
1,737,585 )
6(9)
(
82,001 ) (
63,431 )
6(30)
6,160
-
203,072
118,189
(
1,147,288 ) (
1,349,619 )
252,522
447,498
1,932,957
1,485,459
$
2,185,479
$
1,932,957

~43~

Attachment 4

Spin-off Proposal

Getac Technology Corporation shall implement policies encouraging the independent development of business units to facilitate the transformation to an investment holding company and enhance the operating efficiency of the enterprise with the ultimate goal of maximizing the management effectiveness and ensuring the long-term competitiveness of the group. It therefore plans to divide and transfer the business (incl. all assets, liabilities and operations) of the Rugged Solutions Business Group (incl. rugged and video solutions) (hereinafter referred to as “Rugged Solutions Business Group”) to its wholly owned subsidiary, Getac Corporation (hereinafter referred to as “Spin-off”). Starting from the spin-off base date, Getac Corporation shall assume all business (incl. all assets, liabilities and operations) of the Rugged Solutions Business Group and issue new shares to Getac Technology Corporation as a quid pro quo. The following terms and conditions of this spin-off proposal (hereinafter referred to as “This Proposal”) have been formulated pursuant to relevant provisions set forth in the Business Mergers and Acquisitions Act, the Company Act, and other pertaining laws:

Article 1 ： The spin-off method and the company involved in the Spin-off

This Proposal adopts a method of division of existing assets. The business (incl. all assets, liabilities and operations) of the Rugged Solutions Business Group shall be divided and transferred to its wholly owned subsidiary, Getac Corporation, which shall issue new shares to Getac Technology Corporation as a quid pro quo. The following two companies shall participate in this Proposal:

Spin-off transferor company：Getac Technology Corporation

Existing company assuming the business：Getac Corporation

  • Article 2 ： Required amendment to the Articles of Incorporation of the existing company assuming the business and election and appointment of directors

  • The following amendment to the Articles of Incorporation shall be required with regard to the existing company assuming the business: See Appendix 1. The Board of Directors of Getac Corporation may revise the Articles of Incorporation in accordance with actual needs.

  • Election and appointment of directors: After the division, the incumbent directors of Getac Corporation prior to the spin-off base date shall continue to serve as the directors of the company.

~44~

  • Article 3 ： Scope and value of the business of the spin-off transferor company and its assets and liabilities

  • Scope of the business to be transferred by way of spin-off

  • (1) All business, R&D and production operations, sales, procurement and relevant personnel of Getac Technology Corporation Rugged Solutions Business Group.

  • (2) Relevant assets (including tangible and intangible assets) and liabilities such as fixed assets, inventories, bank deposits, accounts receivable, and long-term equity investments (including, but not limited to, equity of WHP Workflow Solutions, Inc. directly held by Getac Technology Corporation) of Getac Technology Corporation Rugged Solutions Business Group.

  • (3) Relevant agreements (including, but not limited to, agreements to supply goods, sales agreements, technology licensing agreements, technical service agreements, loan agreements, and other relevant agreements), litigation cases, legal relationships, legal status, licenses, permits and relevant rights and interests. Said transfer of agreements shall only become effective upon the consent of relevant counterparty if such consent is required..

  • (4) All technologies, software, know-how and trade secrets owned by Getac Technology Corporation and belonging to the Rugged Solutions Business Group prior to the spin-off base date shall be divided and transferred to Getac Corporation. These two companies shall cooperate in the procedures required for the transfer of the aforementioned intellectual property rights and technologies and the protection of such rights as well as the provision of relevant information, documents, and programs to facilitate the execution of rights by the other party. Getac Corporation shall bear all costs associated with the protection of such rights after the spin-off base date. The division and transfer of these intellectual property rights in no way affects rights licensed to others prior to the transfer or any binding confidentiality obligations associated therewith. Licensing or transfer of trademark, patent rights and pending applications for such rights of Rugged Solutions Business Group shall be determined in separate agreements concluded by the parties hereto.

  • (5) Other assets, liabilities, rights, obligations, interests, licenses, permits, legal and de facto relationships and statuses of Getac Technology Corporation Rugged Solutions Business Group.

  • Business value of the Spin-off: Value of the Spin-off is calculated, as set forth in Appendix 2, by subtracting the liabilities to be transferred from the assets to be transferred.. The estimated value is NTD 500,010,000.

~45~ 

  3. Assets to be transferred: The assets to be transferred by way of spin-off are listed in Appendix 2. The estimated value is NTD 5,374,836,000.

  4. Liabilities to be transferred: The liabilities to be transferred by way of spin-off are listed in Appendix 2. The estimated value is NTD 4,874,826,000.

  5. The business value and the amount of the assets and liabilities of said Spin-off are indicatively calculated based on the book value indicated in Getac Technology Corporation’s audited financial statement prepared of December 31, 2020. The actual amount shall be defined pursuant to the book value on the spin-off base date.

  6. Where adjustment to the aforesaid assets and liabilities to be transferred by way of spin-off is required, the shareholders’ meeting of Getac Technology Corporation may authorize the Board of Directors to make such adjustment together with the Board of Directors of Getac Corporation. The same is applicable in the event that adjustment to the business value or the ratio of shares issued by Getac Corporation thereto is required as a result.

  • Article 4 ： Calculation and the ratio of the business value, assets and liabilities transferred by the spin-off transferor company to the number of shares issued by the existing company that assumes the business

  • Issue of shares: The divided and transferred business of Getac Technology Corporation Rugged Solutions Business Group has an estimated value of NT$ 500,010,000. At the rate of NT$ 15 for each newly issued ordinary share of Getac Corporation, Getac Technology Corporation shall acquire 33,334,000 ordinary shares as a quid pro quo . Any portion of the business value insufficient to convert to one share of Getac Corporation’s ordinary shares will be paid for in cash to Getac Technology Corporation within 30 days after the completion of change of registration.

  • Calculation basis: The aforementioned exchange ratio has been calculated by referencing the book value of assets and liabilities of Getac Technology Corporation to be divided and transferred. A reasonableness opinion has been issued by an independent expert with regard to this ratio (see Appendix 3 for relevant contents).

~46~

  • Article 5 ： Adjustments to the business value, assets and liabilities transferred by the spin-off transferor company, the number of shares to be acquired from the existing company to assume the business and the ratio thereof between the date of execution of this Proposal and the spin-off base date

Where one of the following conditions exists, the Shareholders’ Meeting of Getac Technology Corporation may, at its discretion, authorize its Board of Directors to adjust the number of issued shares and/or price per share. The value of the business

to be transferred shall be adjusted accordingly:

  1. Getac Corporation engages in capital increase in cash or gratuitous stock distribution after execution of the Proposal.

  2. Getac Corporation engages in activities that impose substantial impact on the company’s financial operations, including but not limited to disposal of major assets.

  3. Significant changes occur to Getac Corporation or other occurrence that substantially affects shareholders’ interest or the price of the securities.

  4. Getac Corporation repurchases stocks.

  5. Value of the business transferred, pursuant to the Proposal, on the spin-off base date needs be adjusted in line with the increase or decrease thereof due to change of the assets or liabilities in their scope or value or for other reasons.

  6. Adjustment to the ratio with respect to the number of shares issued by Getac Corporation as specified in Article 4 is required due to amendment of laws or regulations or pursuant to the instructions of the competent authority.

  7. Article 6 ： The total number, type and quantity of the shares issued by the company assuming the business

  8. The value of the business assumed by Getac Corporation in the Spin-off is NTD 500,010,000. It shall issue 33,334,000 common shares to Getac Technology Corporation.

  9. Getac Corporation shall change the registration and issue common shares to Getac Technology Corporation in accordance with laws after the spin-off base date. Getac Technology Corporation shall directly hold one hundred percent of the shares issued by Getac Corporation after the Spin-off is completed.

  10. Article 7 ： Buyback and cancellation of the stocks held by the shareholder expressing dissent Where any shareholder of Getac Technology Corporation expresses dissent on any matters relevant to the Spin-off or on the Proposal pursuant to laws, Getac Technology Corporation shall buy back the stocks held by such shareholder pursuant to laws; the stocks that are bought back shall be disposed of or canceled

~47~

according to laws with the prior approval of the competent authority, and the registration shall be changed accordingly. Where the total number of stocks to be bought back as requested by the shareholders expressing dissent amounts to 3 percent or more of the total number of the stocks issued by Getac Technology Corporation, the shareholders’ meeting of Getac Technology Corporation may grant authorization to the Board of Directors to terminate the resolutions related to the Spin-off and shall have full authority to dealt with relevant matters, and the Board of Directors shall report to the shareholders at the next shareholders’ meeting.

Article 8 ： Obligation to advise creditors and announce the Spin-off

  1. After the Spin-off is approved at the shareholders’ meeting of Getac Technology Corporation and the Board of Directors’ meeting of Getac Corporation, both companies shall prepare their respective balance sheet and inventory of property, advise their respective creditors, and announce the resolution of the Spin-off, and shall specify a period of more than 30 days and state that creditors may express their dissent within said time frame. Where any creditor of either company expresses dissent within the time frame, the company concerned shall take measures pursuant to relevant laws and regulation.

  2. Where Getac Technology Corporation settles a debt owed to a creditor expressing dissent pursuant to the previous paragraph and said debt falls within the scope of transfer specified in the Proposal, the Shareholders’ Meeting of Getac Technology Corporation shall authorize the Board of Directors of the company to adjust the business scope, business value, assets and liabilities defined in Article 3 with Getac Corporation; the provisions set forth in Article 5 shall apply where it becomes necessary to adjust the ratio or price of the newly issued shares of Getac Corporation as a result.

Article 9 ： Assumption of rights and obligations and related matters after the Spin-off

  1. Except as otherwise specified in the Proposal, all the assets and liabilities that Getac Technology Corporation transfers by way of spin-off and all the effective rights and obligations as of the spin-off base date shall be generally assumed by Getac Corporation as of such base date pursuant to relevant laws; Getac Technology Corporation shall cooperate in carrying out required procedures, if any.

  2. Unless the liabilities to be transferred by way of spin-off are separable from those of Getac Technology Corporation accrued prior to the Spin-off, Getac Corporation shall, together with Getac Technology Corporation, take joint and

~48~

several liability for such liabilities of Getac Technology Corporation pursuant to Article 35, Paragraph 7 of the Business Mergers And Acquisitions Act within the scope of its capital contribution for the transferred business. However, the creditor’s right to claim for the performance of such joint and several liabilities shall be deemed waived if not exercised within 2 years after the spin-off base date.

Article 10 ： Transfer and retention of employees

Getac Technology Corporation and Getac Corporation shall, pursuant to relevant laws, negotiate for retaining the employees of the Rugged Solutions Business Group of Getac Technology Corporation, ask such employees for their willingness to stay, and take measures pursuant to relevant requirements of the Business Mergers And Acquisitions Act and the Labor Standards Act.

Article 11 ： Exclusion of employees from subscription of new shares

The new shares that Getac Corporation issues for the Spin-off shall not be subject to the requirements of the Company Act for reserving ten to fifteen percent of such new shares for the employees to subscribe.

  • Article 12 ： Spin-off base date

  • The Shareholders’ Meeting of Getac Technology Corporation shall authorize the Board of Directors of its own company to define the spin-off base date with Getac Corporation after this Proposal is ratified by resolutions adopted by both the Shareholders’ Meeting of Getac Technology Corporation and the Board of Directors of Getac Corporation and permitted or approved by the competent authorities (including the Financial Supervisory Commission and the Taiwan Stock Exchange). The spin-off base date is tentatively set as October 1, 2021. Any adjustment to such date, if required, shall be determined by the Board of Directors of Getac Technology Corporation and the Board of Directors of Getac Corporation under authorization.

  • Getac Technology Corporation shall transfer the business, employees, equipment, and other relevant assets and liabilities of the Rugged Solutions Business Group to Getac Corporation on the spin-off base date.

  • Article 13 ： Schedule of implementation, expected completion date, and delay of the Proposal

  • Getac Technology Corporation plans to hold a shareholders’ meeting for adoption of the Spin-off on May 31, 2021. However, the Board of Directors

~49~

  • may change such date of shareholders’ meeting depending on actual circumstances.

  • The Board of Directors of Getac Technology Corporation is authorized to negotiate with the Board of Directors of Getac Corporation regarding the schedule of implementation, the spin-off base date, and the planned dates of the legally required Board of Directors’ or shareholders’ meetings in the event of delays in the completion of the Spin-off.

Article 14 ： Allocation of taxes and fees

  1. Except as otherwise provided for in this Proposal or by law, all the taxes or fees arising out of the signing and performance of the Proposal shall be borne by Getac Technology Corporation. Where the Proposal does not become effective because of failing to pass at the shareholders’ meeting or being rejected by the competent authorities or for other reasons, the retaining fee for attorneys, accountant’s fee, and other relevant expenses that have been incurred shall be borne by Getac Technology Corporation.

  2. Both parties shall cooperate to obtain tax preferences related to the Proposal.

Article 15 ： Breach of agreement

  • Getac Technology Corporation or Getac Corporation may terminate the Proposal by sending written notice to the other party if the other party acts in violation of any provision of the Proposal and fails to make remediation within the 30-day period specified by the non-breaching party in a written notice asking the breaching party to remedy the violation.

  • Where any party acts in violation of the Proposal and does not make remediation within specified time frame as notified by the other party and such breach and failure to remedy brings about damage to the other party, the party breaching the agreement shall be liable for all fees and expenses incurred by the non-breaching party as a result of such violation (including but not limited to the attorneys' fee, accountant’s fee and other related expenses, losses or other damages).

  • Article 16 ： Alteration of the spin-off transferor company’s paid-up capital

Subject to the legal requirements for reduction of capital due to cancellation of shares, the paid-up capital of Getac Technology Corporation will not otherwise be reduced due to the Spin-off.

  • Article 17 ： Changes to the participants or the increase of decrease of the number thereof

  • In the event of any changes to the participants or the number of participants

~50~

involved in the Spin-off after relevant information of the Proposal is made public, all the companies participating in the Spin-off shall redo those procedures and legal activities already completed in accordance with the Proposal. The Board of Directors is authorized to deal with all matters not specified in this Article pursuant to relevant laws and regulations and under authorization.

Article 18 ： Applicable laws

The Spin-off is subject to the Business Mergers and Acquisitions Act. Where new and more favorable law is promulgated and takes effect, the most favorable law shall apply.

The Proposal shall be construed pursuant to the laws of the Republic of China. Where any dispute occurs with respect to the Proposal, the Taiwan Taipei District Court shall be the court of competent jurisdiction for the first instance.

Article 19 ： Others

  1. Where any provision of the Proposal becomes invalid due to conflict with relevant laws or regulations, only the conflicting part shall be rendered invalid and the remaining provisions shall still be valid. As for the part that becomes invalid due to conflict with relevant laws or regulations, the shareholders’ meeting of Getac Technology Corporation shall authorize the Board of Directors to, pursuant to relevant laws and regulations, reach an agreement with the Board of Directors of Getac Corporation to the extent allowed by laws.

  2. Where any provision of the Proposal shall be amended in accordance with the instructions of any competent authority, such instructions shall apply immediately or the Board of Directors of Getac Technology Corporation and the Board of Directors of Getac Corporation shall negotiate to amend the provision pursuant to such instructions.

  3. The Proposal shall be submitted to the shareholders’ meeting of Getac Technology Corporation and the Board of Directors’ meeting of Getac Corporation and should only take effect after it is adopted at said meetings. The Proposal is void if it is not permitted or approved by relevant competent authorities.

  4. Article 20 ： All matters not specified in the Proposal shall be subject to relevant laws and regulations as well as instructions of the competent authorities. Where laws or regulations or instructions of the competent authorities are not available, the Shareholders’ Meeting of Getac Technology Corporation shall grant the Board of

~51~

Directors of its own company to deal with such matters in collaboration with Getac Corporation.

Article 21: Copies of Proposal

  1. The appendix of the Proposal is an integral part thereof.

  2. The origin copy of the Proposal is prepared in duplicate and each party

  3. holds one copy as evidence.

~52~

Parties to the Proposal：

Getac Technology Corporation

Chairman: Hwang, Ming-Hang

Getac Corporation Director: Chu, Wen-Hui

March 23, 2021

~53~

Attachment 4 Appendix 1

Getac Corporation

Amendment to the Articles of Incorporation

Original Article Amended Article
Article 2
The business of the company shall be defined as
follows：
1. I301020 Data Processing Services
2. I301030 Electronic Information Supply
Services
3. I301010 Software Design Services
4. F118010 Wholesale of Computer Software
5. F218010 Retail Sale of Computer Software
6. F119010 Wholesale of Electronic Materials
7. F219010 Retail Sale of Electronic Materials
8. F113070 Wholesale of Telecom Instruments
9. F213060 Retail Sale of Telecommunication
Apparatus
10. F401010 International Trade
11. F401021 Restrained Telecom Radio
Frequency Equipments and
Materials Import (wireless
transmitter, wireless receiver, and
wireless transreceiver)
12. ZZ99999 All business items that are not
prohibited or restricted by law,
except those that are subject to
special approval		 Article 2
The scope of business operations of this Company
shall be defined as follows：
1. C805050 Industrial Plastic Products
Manufacturing
2. CB01020 Office Machines Manufacturing
3. CC01030 Electrical Appliances and
Audiovisual Electronic Products
Manufacturing
4. CC01060 Wired Communication Equipment
and Apparatus Manufacturing
5. CC01070 Telecommunication Equipment and
Apparatus Manufacturing
6. CC01080 Electronics Components
Manufacturing
7. CC01100 Controlled Telecommunications
Radio-Frequency Devices and
Materials Manufacturing
8. CC01110 Computer and Peripheral Equipment
Manufacturing
9. CC01120 Data Storage Media Manufacturing
and Duplicating
10. CC01990 Other Electrical Engineering and
Electronic Machinery Equipment
Manufacturing
11. CQ01010 Mold and Die Manufacturing
12. E605010 Computer Equipment Installation
13. F106030 Wholesale of Molds
14. F113050 Wholesale of Computers and Clerical
Machinery Equipment
15. F113070 Wholesale of Telecom Instruments
16. F118010 Wholesale of Computer Software
17. F119010 Wholesale of Electronic Materials
18. F206030 Retail Sale of Molds
19. F213030 Retail Sale of Computers and
Clerical Machinery Equipment
20. F213060 Retail Sale of Telecommunication
Apparatus
21. F218010 Retail Sale of Computer Software

~54~

  1. F219010 Retail Sale of Electronic Materials 23. F401010 International Trade 24. G801010 Warehousing 25. I301010 Software Design Services 26. I301020 Data Processing Services 27. I301030 Electronic Information Supply Services 28. I501010 Product Designing 29. IZ09010 Management System Certification 30. IZ99990 Other Industrial and Commercial Services 31. JE01010 Rental and Leasing 32. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval

Article 4

The Company shall set up its head office in Taipei City, and may, pursuant to a resolution adopted at the meeting of the Board of Directors, set up branch organizations within or outside the territory of the Republic of China.

Article 6

The total capital stock of the Company shall be in the amount of 1. billion New Taiwan Dollars, divided into 100 million shares, at 10 New Taiwan Dollars each. The board of directors shall be authorized to issue these shares in installments in accordance with the Company’s business needs.

Article 4

The Company shall set up its head office in New Taipei City, the Republic of China and may set up branches or offices within or outside the territory of the Republic of China in accordance with its business needs.

Article 6

The total capital stock of the Company shall be in the amount of 1.5 billion New Taiwan Dollars, divided into 150 million shares, at 10 New Taiwan Dollars each. The Board of Directors shall be authorized to issue these shares in installments in accordance with the Company’s business needs.

~55~

Attachment 4 Appendix 2

Scope of the relevant business of the Rugged Solutions Business Group (incl. all assets, liabilities, and operations) to be transferred:

December 31, 2020 Unit: NTD thousand Unit: NTD thousand
Item Amount Item Amount
Total assets (A) 5,374,836 Total liabilities (B) 4,874,826
Business value (A)-(B) 500,010

~56~

Attachment 4 Appendix 3

Written Expert Opinion on Reasonableness of Stock Swap in the Spin-off between Getac Technology Corporation and Getac Corporation

In order to transform into an investment holding company and improve the enterprise’s operating efficiency, execute the business unit’s independent development policy, and upgrade the Group’s long-term competitiveness and management performance, Getac Technology Corporation plans to split the related business (including assets, liabilities and operations) of its Rugged Solutions Business Group (including rugged and video solutions) (hereinafter referred to as the “Rugged Solutions Business Group”) and transfer the same to its wholly owned subsidiary, Getac Corporation (hereinafter referred to as “Getac Corporation”), so that Getac Corporation will generally succeed to the related business (including assets, liabilities and operations) of the Rugged Solutions Business Group as of the spin-off base date of the Spin-off, and Getac Corporation shall issue the common stocks to Getac Technology Corporation as considerations (hereinafter referred to as the “Spin-off”).

  • I. Calculation of Spin-off/Swap Price

  • The business value and assets & liabilities to be split by Getac Technology Corporation under the Spin-off is based on the book value referred to in the financial statements of Getac Technology Corporation audited and certified by the CPA on December 31, 2020. Notwithstanding, the actual price shall be subject to the book value on the spin-off base date for the spin-off.

  • According to the information provided by Getac Technology, the book value for the assets and liabilities to be split by it was NT$5,374,836 thousand (for the assets) and NT$4,874,826 thousand (for the liabilities) on December 31, 2020. The net value was NT$500,010 thousand in total.

  • Assuming that the spin-off base date for the Spin-off is set on December 31, 2020, Getac Corporation would succeed to the net value, NT$500,010 thousand, in total from Getac Technology; then, Getac Corporation would issue a total of 33,334 thousand common shares to Getac Technology Corporation at the issue price of NT$15 per share, as the considerations.

~57~

  • II. Reasonableness of Spin-off/Swap

Getac Technology Corporation plans to split the related business (including assets, liabilities and operations) of its Rugged Solutions Business Group and transfer the same to its wholly owned subsidiary, Getac Corporation, as the considerations for Getac’s issuance of common shares to Getac Technology. Upon the Spin-off, Getac Corporation still remains a company wholly owned by Getac Technology. The reasonableness of Spin-off/swap for split of and succession to business value between Getac Technology Corporation and Getac Corporation is evaluated as follows:

  • 1.Remark No. 2 of the official letter of Accounting Research and Development Association under (91) Kee-Mi-Zi No. 128 states that “when an enterprise (the assignor) transfers its business to another enterprise (the assignee) and acquires the equity issued by the assignee, if the assignor and assignee are affiliated to each other (e.g. parent company and subsidiary, or subsidiaries of the same parent company), in consideration of the reorganization in nature, its accounting treatment should adopt the net amount after the original book value of the assets (if there is any impairment on the assets, the amount upon provision of allowance for loss shall apply) less the liabilities as the cost for acquisition of the equity, without recognizing the exchange gains; meanwhile, the assignee also considers the original book value of the assignor’s assets and liabilities (if there is any impairment on the assets, the amount upon provision of allowance for loss shall apply) as the cost for acquisition of assets and liabilities, and based on both, the face value thereof allocated as the capital stock, and the excess in the face value as the capital surplus.”

  • 2.The Spin-off aims to transform Getac Technology Corporation into an investment holding company and improve the enterprise’s operating efficiency, execute the business unit’s independent development policy, and upgrade the Group’s long-term competitiveness and management performance. Accordingly, the related business of Getac Technology Corporation is split and transferred to Getac Corporation, a surviving company wholly owned by it. Getac Corporation issues a total of 33,334 thousand common shares to Getac Corporation at the price of NT$15 per share, which

~58~

represent the net value NT$500,010 thousand, equivalent to the overall net value for the related assets and liabilities split by Getac Technology. In other words, no profit or loss derives therefor. Meanwhile, Getac Corporation remains a subsidiary wholly owned by Getac Technology Corporation before and after the split and transfer. Therefore, the Stock Split Project appears to pose no effect to the shareholders’ equity of Getac Technology.

  • 3.In conclusion, the stock split/transfer of related business done at the price equivalent to the book value is considered reasonable in the Stock Split Project.

III. Restrictive Conditions

  1. The reasonableness of the stock split/swap is evaluated based on the book value for the split and assignment of related business prevailing on December 31, 2020, as provided by Getac Technology. Notwithstanding, the actual amount shall be subject to the book value prevailing on the record date for split. Where it is necessary to adjust the same as a result of any significant changes in the book value, the written opinion should be updated based on the latest information.

  2. The information stated herein is provided by Getac Technology. The CPA conducts the evaluation as an independent third party, while not engaging in the transaction and planning thereof physically.

  3. The written opinion is provided to the Audit Committee, Board of Directors and shareholders’ meetings of Getac Technology, and Getac Corporation for reference only, or serves a report to the competent authority only, which cannot serve any other purposes.

Sheng Chieh CPA Firm CPA Tu Sheng-Chieh March 15, 2021

~59~

Independent Expert’s Statement

The CPA issues the expert opinion in accordance with the Business Mergers and Acquisitions Act and related laws & regulations, and by referring to Taiwan Valuation Standards and any self-disciplined regulations set forth by vocational associations, and hereby states as follows:

  • I. The sources of data, parameters and information I apply in the operating procedure herein are considered complete, correct and reasonable sufficiently as the basis for the written opinion issued by me.

  • II. Before undertaking the case, I have already confirmed that my qualifications satisfy the requirements referred to in Paragraph 1, Article 5 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies,” and also prudently assessed my own professional capabilities and practical experience according to subparagraph 1 of Paragraph 2, Article 5 of the same Regulations.

  • III. When examining the case, I have appropriately planned and executed adequate operating procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the written opinion. The related operating procedures, data collected, and conclusion were also fully and accurately specified in the case working papers.

  • IV. I am not a related party or de facto related party of any party to the transaction or professional appraisers or appraisal officers issuing the appraisal report referred to in the subparagraphs 2 and 3, Paragraph 1, Article 5 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.” Meanwhile, I hereby state that I am free from the following circumstances:

  • (I). My spouse or I am currently employed by any party to the transaction to perform routine work for which my spouse or I receive a fixed salary, or currently serve as a director or supervisor thereof.

  • (II). My spouse or I have previously served for any party to the transaction as a director, supervisor, managerial officer, or an employee with material influence over this case, and have been dismissed or separated from the position for less than two years.

  • (III). The entity for which my spouse or I am serving is a related party of any party to the transaction.

  • (IV). I am the spouse or a relative within the second degree of kinship of any director, supervisor, managerial officer, or employee with material influence over this case of any party to the transaction.

  • (V). My spouse or I have invested in any party to the transaction, or share in financial gains therewith.

Sheng Chieh CPA Firm CPA Tu Sheng-Chieh March 15, 2021

~60~

Profile of the Independent Expert

Name: Tu Sheng -Chieh

CPA License N o.: FSC Zheng-Zi No. 6591

CSIA: Zheng-Tou-Xi-Ce-Zi No. 0434800040

Birthplace: Taichung City, Taiwan Province

Educational Background：

Graduated from the Institute of Business Administration, Master’s Program, Tunghai University; graduated from the Graduate Institute of Financial and Economic Law, Master’s Program, Feng Chia University

Professional Career：

Assistant Manager, Underwriting Department, Dahua Securities; part-time lecturer, Department of International Business, National Taichung University of Education; part-time lecturer, Department of Finance, Chaoyang University of Technology; part-time lecturer, Department of International Business Management, Da-Yeh University

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Attachment 5

Spin-off Proposal

Getac Technology Corporation shall implement policies encouraging the independent development of business units to facilitate the transformation to an investment holding company and enhance the operating efficiency of the enterprise with the ultimate goal of maximizing the management effectiveness and ensuring the long-term competitiveness of the group. It therefore plans to divide and transfer the business (incl. all assets, liabilities and operations) of the Mechatronic & Energy Solutions Business Group (incl. Mechatronic and energy solutions and power products) (hereinafter referred to as “Mechatronic & Energy Solutions Business Group”) to its wholly owned subsidiary, GTC Solution Corporation (hereinafter referred to as “Spin-off”). Starting from the spin-off base date, GTC Solution Corporation shall assume all business (incl. all assets, liabilities and operations) of the Mechatronic & Energy Solutions Business Group and issue new shares to Getac Technology Corporation as a quid pro quo. The following terms and conditions of this Spin-off Proposal (hereinafter referred to as “This Proposal”) have been formulated pursuant to relevant provisions set forth in the Business Mergers and Acquisitions Act, the Company Act, and other pertaining laws:

  • Article 1 ： The spin-off method and the company involved in the Spin-off This Proposal adopts a method of division of existing assets. The business (incl. all assets, liabilities and operations) of the Mechatronic & Energy Solutions Business Group shall be divided and transferred to its wholly owned subsidiary, GTC Solution Corporation, which shall issue new shares to Getac Technology Corporation as a quid pro quo. The following two companies shall participate in this Proposal:

Spin-off transferor company：Getac Technology Corporation

  • Existing company assuming the business：GTC Solution Corporation

  • Article 2 ： Required amendment to the Articles of Incorporation of the existing company assuming the business and election and appointment of directors

  • The following amendment to the Articles of Incorporation shall be required with regard to the existing company assuming the business: See Appendix 1. The Board of Directors of GTC Solution Corporation may revise the Articles of Incorporation in accordance with actual needs.

  • Election and appointment of directors: After the division, the incumbent directors of GTC Solution Corporation prior to the spin-off base date shall continue to serve as the directors of the company.

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  • Article 3 ： Scope and value of the business of the spin-off transferor company and its assets and liabilities

  • Scope of the business to be transferred by way of spin-off

  • (1) All business, R&D and production operations, sales, procurement and relevant personnel of Getac Technology Corporation Mechatronic & Energy Solutions Business Group.

  • (2) Relevant assets (including tangible and intangible assets) and liabilities such as fixed assets, inventories, bank deposits, and accounts receivable of Getac Technology Corporation Mechatronic & Energy Solutions Business Group.

  • (3) Relevant agreements (including, but not limited to, agreements to supply goods, sales agreements, technology licensing agreements, technical service agreements, loan agreements, and other relevant agreements), litigation cases, legal relationships, legal status, licenses, permits and relevant rights and interests. Said transfer of agreements shall only become effective upon the consent of relevant counterparty if such consent is required.

  • (4) All technologies, software, know-how and trade secrets owned by Getac Technology Corporation and belonging to the Mechatronic & Energy Solutions Business Group prior to the spin-off base date shall be divided and transferred to GTC Solution Corporation. These two companies shall cooperate in the procedures required for the transfer of the aforementioned intellectual property rights and technologies and the protection of such rights as well as the provision of relevant information, documents, and programs to facilitate the execution of rights by the other party. GTC Solution Corporation shall bear all costs associated with the protection of such rights after the spin-off base date. The division and transfer of these intellectual property rights in no way affect the rights licensed to others prior to the transfer or any binding confidentiality obligations associated therewith. Licensing or transfer of trademark, patent rights and or pending applications for such rights of Mechatronic & Energy Solutions Business Group shall be determined in separate agreements concluded by the parties hereto.

  • (5) Other assets, liabilities, rights, obligations, interests, licenses, permits, legal and de facto relationships and statuses of Getac Technology Corporation Mechatronic & Energy Solutions Business Group.

  • Business value of the Spin-off: Value of the Spin-off is calculated, as set forth in Appendix 2, by subtracting the liabilities to be transferred from the assets to be transferred. The estimated value is NTD 78,991,000.

  • Assets to be transferred: The assets to be transferred by way of spin-off are listed in Appendix 2. The estimated value is NTD 1,067,304,000.

    • ~63~

  • Liabilities to be transferred: The liabilities to be transferred by way of spin-off are listed in Appendix 2. The estimated value is NTD 988,313,000.

  • The business value and the amount of the assets and liabilities of said Spin-off are indicatively calculated based on the book value indicated in Getac Technology Corporation’s audited financial statement prepared of December 31, 2020. The actual amount shall be defined pursuant to the book value on the spin-off base date.

  • Where adjustment to the aforesaid assets and liabilities to be transferred by way of spin-off is required, the shareholders’ meeting of Getac Technology Corporation may authorize the Board of Directors to make such adjustment together with the Board of Directors of GTC Solution Corporation. The same is applicable in the event that adjustment to the business value or the ratio of shares issued by GTC Solution Corporation thereto is required as a result.

  • Article 4 ： Calculation and the ratio of the business value, assets and liabilities transferred by the spin-off transferor company to the number of shares issued by the existing company that assumes the business

  • Issue of shares: The divided and transferred business of Getac Technology Corporation Mechatronic & Energy Solutions Business Group has an estimated value of NT$ 78,991,000. At the rate of NT$ 11 for each newly issued ordinary share of GTC Solution Corporation, Getac Technology Corporation shall acquire 7,181,000 ordinary shares as a quid pro quo. Any portion of the business value insufficient to convert to one share of GTC Solution Corporation’s ordinary shares will be paid for in cash to Getac Technology Corporation within 30 days after the completion of change of registration.

  • Calculation basis: The aforementioned exchange ratio has been calculated by referencing the book value of assets and liabilities of Getac Technology Corporation to be divided and transferred. A reasonableness opinion has been issued by an independent expert with regard to this ratio (see Appendix 3 for relevant contents).

  • Article 5 ： Adjustments to the business value, assets and liabilities transferred by the spin-off transferor company, the number of shares to be acquired from the existing company to assume the business and the ratio thereof between the date of execution of this Proposal and the spin-off base date

  • Where one of the following conditions exists, the Shareholders’ Meeting of Getac Technology Corporation may, at its discretion, authorize its Board of Directors to adjust the number of issued shares and/or price per share. The value of the business to be transferred shall be adjusted accordingly:

  • GTC Solution Corporation engages in capital increase in cash or gratuitous

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stock distribution after execution of the Proposal.

  1. GTC Solution Corporation engages in activities that impose substantial impact on the company’s financial operations, including but not limited to disposal of major assets.

  2. Significant changes occur to GTC Solution Corporation or other occurrence that substantially affects shareholders’ interest or the price of the securities.

  3. GTC Solution Corporation repurchases stocks.

  4. Value of the business transferred, pursuant to the Proposal, on the spin-off base date needs be adjusted in line with the increase or decrease thereof due to change of the assets or liabilities in their scope or value or for other reasons.

  5. Adjustment to the ratio with respect to the number of shares issued by GTC Solution Corporation as specified in Article 4 is required due to amendment of laws or regulations or pursuant to the instructions of the competent authority.

  6. Article 6 ： The total number, type and quantity of the shares issued by the company assuming the business

  7. The value of the business assumed by GTC Solution Corporation in the Spin-off is NTD 78,991,000. It shall issue 7,181,000 common shares to Getac Technology Corporation.

  8. GTC Solution Corporation shall change the registration and issue common shares to Getac Technology Corporation in accordance with laws after the spin-off base date. Getac Technology Corporation shall directly hold one hundred percent of the shares issued by GTC Solution Corporation after the Spin-off is completed.

  9. Article 7 ： Buyback and cancellation of the stocks held by the shareholder expressing dissent Where any shareholder of Getac Technology Corporation expresses dissent on any matters relevant to the Spin-off or on the Proposal pursuant to laws, Getac Technology Corporation shall buy back the stocks held by such shareholder pursuant to laws; the stocks that are bought back shall be disposed of or canceled according to laws with the prior approval of the competent authority, and the registration shall be changed accordingly. Where the total number of stocks to be bought back as requested by the shareholders expressing dissent amounts to 3 percent or more of the total number of the stocks issued by Getac Technology Corporation, the shareholders’ meeting of Getac Technology Corporation may grant authorization to the Board of Directors to terminate the resolutions related to the Spin-off and shall have full authority to dealt with relevant matters, and the Board of Directors shall report to the shareholders at the next shareholders’ meeting.

  10. Article 8 ： Obligation to advise creditors and announce the Spin-off

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  1. After the Spin-off is approved at the shareholders’ meeting of Getac Technology Corporation and the Board of Directors’ meeting of GTC Solution Corporation, both companies shall prepare their respective balance sheet and inventory of property, advise their respective creditors, and announce the resolution of the Spin-off, and shall specify a period of more than 30 days and state that creditors may express their dissent within said time frame. Where any creditor of either company expresses dissent within the time frame, the company concerned shall take measures pursuant to relevant laws and regulation.

  2. Where Getac Technology Corporation settles a debt owed to a creditor expressing dissent pursuant to the previous paragraph and said debt falls within the scope of transfer specified in the Proposal, the Shareholders’ Meeting of Getac Technology Corporation shall authorize the Board of Directors of the company to adjust the business scope, business value, assets and liabilities defined in Article 3 with GTC Solution Corporation,; the provisions set forth in Article 5 shall apply where it becomes necessary to adjust the ratio or price of the newly issued shares of GTC Solution Corporation as a result.

  3. Article 9 ： Assumption of rights and obligations and related matters after the Spin-off

  4. Except as otherwise specified in the Proposal, all the assets and liabilities that Getac Technology Corporation transfers by way of spin-off and all the effective rights and obligations as of the spin-off base date shall be generally assumed by GTC Solution Corporation as of such base date pursuant to relevant laws; Getac Technology Corporation shall cooperate in carrying out required procedures, if any.

  5. Unless the liabilities to be transferred by way of spin-off are separable from those of Getac Technology Corporation accrued prior to the Spin-off, GTC Solution Corporation shall, together with Getac Technology Corporation, take joint and several liability for such liabilities of Getac Technology Corporation pursuant to Article 35, Paragraph 7 of the Business Mergers And Acquisitions Act within the scope of its capital contribution for the transferred business. However, the creditor’s right to claim for the performance of such joint and several liabilities shall be deemed waived if not exercised within 2 years after the spin-off base date.

  6. Article 10 ： Transfer and retention of employees

  7. Getac Technology Corporation and GTC Solution Corporation shall, pursuant to relevant laws, negotiate for retaining the employees of the Mechatronic & Energy Solutions Business Group of Getac Technology Corporation, ask such employees for their willingness to stay, and take measures pursuant to relevant requirements

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of the Business Mergers And Acquisitions Act and the Labor Standards Act.

  • Article 11 ： Exclusion of employees from subscription of new shares

The new shares that GTC Solution Corporation issues for the Spin-off shall not be subject to the requirements of the Company Act for reserving ten to fifteen percent of such new shares for the employees to subscribe.

  • Article 12 ： Spin-off base date

  • The Shareholders’ Meeting of Getac Technology Corporation shall authorize the Board of Directors of its own company to define the spin-off base date with GTC Solution Corporation after this Proposal is ratified by resolutions adopted by both the Shareholders’ Meeting of Getac Technology Corporation and the Board of Directors of GTC Solution Corporation, and permitted or approved by the competent authorities (including the Financial Supervisory Commission and the Taiwan Stock Exchange). The spin-off base date is tentatively set as October 1, 2021. Any adjustment to such date, if required, shall be determined by the Board of Directors of Getac Technology Corporation and the Board of Directors of GTC Solution Corporation under authorization.

  • Getac Technology Corporation shall transfer the business, employees, equipment, and other relevant assets and liabilities of Mechatronic & Energy Solutions Business Group to GTC Solution Corporation on the spin-off base date.

  • Article 13 ： Schedule of implementation, expected completion date, and delay of the Proposal

  • Getac Technology Corporation plans to hold a shareholders’ meeting for adoption of the Spin-off on May 31, 2021. However, the Board of Directors may change such date of shareholders’ meeting depending on actual circumstances.

  • The Board of Directors of Getac Technology Corporation is authorized to negotiate with the Board of Directors of GTC Solution Corporation regarding the schedule of implementation, the spin-off base date, and the planned dates of the legally required Board of Directors’ or shareholders’ meetings in the event of delays in the completion of the Spin-off.

  • Article 14 ： Allocation of taxes and fees

  • Except as otherwise provided for in this Proposal or by law, all the taxes or fees arising out of the signing and performance of the Proposal shall be borne by Getac Technology Corporation. Where the Proposal does not become effective because of failing to pass at the shareholders’ meeting or being rejected by the competent authorities or for other reasons, the retaining fee for attorneys,

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accountant’s fee, and other relevant expenses that have been incurred shall be borne by Getac Technology Corporation.

  1. Both parties shall cooperate to obtain tax preferences related to the Proposal.

Article 15 ： Breach of agreement

Getac Technology Corporation or GTC Solution Corporation may terminate the Proposal by sending written notice to the other party if the other party acts in violation of any provision of the Proposal and fails to make remediation within the 30-day period specified by the non-breaching party in a written notice asking the breaching party to remedy the violation.

Where any party acts in violation of the Proposal and does not make remediation within specified time frame as notified by the other party and such breach and failure to remedy brings about damage to the other party, the party breaching the agreement shall be liable for all fees and expenses incurred by the non-breaching party as a result of such violation (including but not limited to the attorneys' fee, accountant’s fee and other related expenses, losses or other damages).

Article 16 ： Alteration of the spin-off transferor company’s paid-up capital

Subject to the legal requirements for reduction of capital due to cancellation of shares, the paid-up capital of Getac Technology Corporation will not otherwise be reduced due to the Spin-off.

  • Article 17 ： Changes to the participants or the increase of decrease of the number thereof

  • In the event of any changes to the participants or the number of participants involved in the Spin-off after relevant information of the Proposal is made public, all the companies participating in the Spin-off shall redo those procedures or legal activities already completed in accordance with the Proposal. The Board of Directors is authorized to deal with all matters not specified in this Article pursuant to relevant laws and regulations and under authorization.

Article 18 ： Applicable laws

The Spin-off is subject to the Business Mergers and Acquisitions Act. Where new and more favorable law is promulgated and takes effect, the most favorable law shall apply.

The Proposal shall be construed pursuant to the laws of the Republic of China. Where any dispute occurs with respect to the Proposal, the Taiwan Taipei District Court shall be the court of competent jurisdiction for the first instance.

Article 19 ： Others

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  1. Where any provision of the Proposal becomes invalid due to conflict with relevant laws or regulations, only the conflicting part shall be rendered invalid and the remaining provisions shall still be valid. As for the part that becomes invalid due to conflict with relevant laws or regulations, the shareholders’ meeting of Getac Technology Corporation shall authorize the Board of Directors to, pursuant to relevant laws and regulations, reach an agreement with the Board of Directors of GTC Solution Corporation to the extent allowed by laws.

  2. Where any provision of the Proposal shall be amended in accordance with the instructions of any competent authority, such instructions shall apply immediately or the Board of Directors of Getac Technology Corporation and the Board of Directors of GTC Solution Corporation shall negotiate to amend the provision pursuant to such instructions.

  3. The Proposal shall be submitted to the shareholders’ meeting of Getac Technology Corporation and the Board of Directors’ meeting of GTC Solution Corporation and should only take effect after it is adopted at said meetings. The Proposal is void if it is not permitted or approved by relevant competent authorities.

  4. Article 20 ： All matters not specified in the Proposal shall be subject to relevant laws and regulations as well as instructions of the competent authorities. Where laws or regulations or instructions of the competent authorities are not available, the Shareholders’ Meeting of Getac Technology Corporation shall grant the Board of Directors of its own company to deal with such matters in collaboration with GTC Solution Corporation.

Article 21: Copies of Proposal

  1. The appendix of the Proposal is an integral part thereof.

  2. The origin copy of the Proposal is prepared in duplicate and each party holds one copy as evidence.

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Parties to the Proposal：

Getac Technology Corporation Chairman: Hwang, Ming-Hang

GTC Solution Corporation Director: Chu, Wen-Hui

March 23, 2021

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Attachment 5 Appendix 1

GTC Solution Corporation

Amendment to the Articles of Incorporation

Original Article Amended Article
Article 2
The business of the company shall be defined as
follows：
1. F106030 Wholesale of Molds
2. F113020 Wholesale of Electrical Appliances
3. F114030 Wholesale of Motor Vehicle Parts and
Motorcycle Parts, Accessories
4. F206030 Retail Sale of Die
5. F213010 Retail Sale of Electrical Appliances
6. F214030 Retail Sale of Motor Vehicle Parts
and Motorcycle Parts, Accessories
7. F401010 International Trade
8. ZZ99999 All business items that are not
prohibited or restricted by law, except those that
are subject to special approval		 Article 2
The scope of business operations of this Company
shall be defined as follows：
1. C805050 Industrial Plastic Products
Manufacturing
2. CA04010 Surface treatments
3. CB01010 Mechanical Equipment
Manufacturing
4. CB01020 Office Machines Manufacturing
5. CC01030 Electrical Appliances and
Audiovisual Electronic Products Manufacturing
6. CC01060 Wired Communication Equipment
and Apparatus Manufacturing
7. CC01070 Telecommunication Equipment and
Apparatus Manufacturing
8. CC01080 Electronics Components
Manufacturing
9. CC01090 Manufacture of Batteries and
Accumulators
10. CC01100 Controlled Telecommunications
Radio-Frequency Devices and Materials
Manufacturing
11. CC01110 Computer and Peripheral Equipment
Manufacturing
12. CC01120 Data Storage Media Manufacturing
and Duplicating
13. CC01990 Other Electrical Engineering and
Electronic Machinery Equipment
Manufacturing
14. CQ01010 Mold and Die Manufacturing
15. E605010 Computer Equipment Installation
16. F106030 Wholesale of Molds
17. F113010 Wholesale of Machinery
18. F113050 Wholesale of Computers and Clerical
Machinery Equipment
19. F113070 Wholesale of Telecom Instruments
20. F113110 Wholesale of Batteries
21. F118010 Wholesale of Computer Software
22. F119010 Wholesale of Electronic Materials
23. F206030 Retail Sale of Die
24. F213030 Retail Sale of Computers and Clerical
MachineryEquipment

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Original Article Amended Article
25. F213060 Retail Sale of Telecommunication
Apparatus
26. F213080 Retail Sale of Machinery and Tools
27. F213110 Retail Sale of Batteries
28. F218010 Retail Sale of Computer Software
29. F219010 Retail Sale of Electronic Materials
30. F401010 International Trade
31. I301010 Software Design Services
32. I501010 Product Designing
33. IG03010 Energy Technology Services
34. IZ99990 Other Industrial and Commercial
Services
35. ZZ99999 All business items that are not
prohibited or restricted by law, except those that
are subject to special approval
Article 4
The Company shall set up its head office in Taipei
City, the Republic of China and may set up
branches or offices within or outside the territory of
the Republic of China in accordance with its
business needs.		 Article 4
The Company shall set up its head office in
Taoyuan City, the Republic of China and may set
up branches or offices within or outside the
territory of the Republic of China in accordance
with its business needs.
Article 6
The total authorized capital, stock of the Company
shall be in the amount of 100 Thousand New
Taiwan Dollars, divided into 10 Thousand shares, at
10 New Taiwan Dollars each fully issue.		 Article 6
The total capital stock of the Company shall be in
the amount of 300 Million New Taiwan Dollars,
divided into 30 million shares, at 10 New Taiwan
Dollars each. The Board of Directors shall be
authorized to issue these shares in installments in
accordance with the Company’s business needs.

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Attachment 5 Appendix 2

Scope of the relevant business of the Mechatronic & Energy Solutions Business Group (incl. all assets, liabilities, and operations) to be transferred:

December 31, 2020 Unit: NTD thousand Unit: NTD thousand
Item Amount Item Amount
Total assets (A) 1,067,304 Total liabilities (B) 988,313
Business value (A)-(B) 78,991

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Attachment 5 Appendix 3

Written Expert Opinion on Reasonableness of Stock Swap in the Spin-off between Getac Technology Corporation and GTC Solution Corporation

In order to transform into an investment holding company and improve the enterprise’s operating efficiency, execute the business unit’s independent development policy, and upgrade the Group’s long-term competitiveness and management performance, Getac Technology Corporation plans to split the related business (including assets, liabilities and operations) of its Mechatronic & Energy Solutions Business Group (including Mechatronic and energy solutions and power solutions) (hereinafter referred to as the “Mechatronic & Energy Solutions Business Group”) and transfer the same to its wholly owned subsidiary, GTC Solution Corporation (hereinafter referred to as “GTC Solution Corporation”), so that GTC Solution Corporation will generally succeed to the related business (including assets, liabilities and operations) of the Mechatronic & Energy Solutions Business Group as of the spin-off base date of the Spin-off, and GTC Solution Corporation shall issue common stocks to Getac Technology Corporation as considerations (hereinafter referred to as the “Spin-off”).

  • I. Calculation of Spin-off/Swap Price

  • The business value and assets & liabilities to be split by Getac Technology Corporation under the Spin-off is based on the book value referred to in the financial statements of Getac Technology Corporation audited and certified by the CPA on December 31, 2020. Notwithstanding, the actual price shall be subject to the book value on the base date for the split.

  • According to the information provided by Getac Technology Corporation, the book value for the assets and liabilities to be split by it was NT$1,067,304 thousand (for the assets) and NT$988,313 thousand (for the liabilities) on December 31, 2020. The net value was NT$78,991 thousand in total.

  • Assuming that the spin-off base date for the Spin-off is set on December 31, 2020, GTC Solution Corporation would succeed to the net value, NT$78,991 thousand, in total from Getac Technology Corporation; then, GTC Solution Corporation would issue a total of 7,181 thousand common shares to Getac Technology Corporation at the issue price of

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NT$11 per share, as the considerations.

II. Reasonableness of Spin-off/Swap

Getac Technology Corporation plans to split the related business (including assets, liabilities and operations) of its Mechatronic & Energy Solutions Business Group and transfer the same to its wholly owned subsidiary, GTC Solution Corporation, as the considerations for GTC Solution Corporation’s issuance of common shares to Getac Technology Corporation. Upon the Spin-off, GTC Solution Corporation still remains a company wholly owned by Getac Technology Corporation. The reasonableness of Spin-off/swap for split of and succession to business value between Getac Technology Corporation and GTC Solution Corporation is evaluated as follows:

  1. Remark No. 2 of the official letter of Accounting Research and Development Association under (91) Kee-Mi-Zi No. 128 states that “when an enterprise (the assignor) transfers its business to another enterprise (the assignee) and acquires the equity issued by the assignee, if the assignor and assignee are affiliated to each other (e.g. parent company and subsidiary, or subsidiaries of the same parent company), in consideration of the reorganization in nature, its accounting treatment should adopt the net amount after the original book value of the assets (if there is any impairment on the assets, the amount upon provision of allowance for loss shall apply) less the liabilities as the cost for acquisition of the equity, without recognizing the exchange gains; meanwhile, the assignee also considers the original book value of the assignor’s assets and liabilities (if there is any impairment on the assets, the amount upon provision of allowance for loss shall apply) as the cost for acquisition of assets and liabilities, and based on both, the face value thereof allocated as the capital stock, and the excess in the face value as the capital surplus.”

  2. The Spin-off aims to transform Getac Technology Corporation into an investment holding company and improve the enterprise’s operating efficiency, execute the business unit’s independent development policy, and upgrade the Group’s long-term competitiveness and management performance. Accordingly, the related business of Getac Technology Corporation is split and transferred to GTC Solution Corporation, a surviving company wholly owned by it. GTC Solution Corporation issues a total of

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7,181 thousand common shares to GTC Solution Corporation at the price of NT$11 per share, which represent the net value NT$78,991 thousand, equivalent to the overall net value for the related assets and liabilities split by Getac Technology Corporation. In other words, no profit or loss derives therefor. Meanwhile, GTC Solution Corporation remains a subsidiary wholly owned by Getac Technology Corporation before and after the split and transfer. Therefore, the Stock Split Project appears to pose no effect to the shareholders’ equity of Getac Technology Corporation. 

  3. In conclusion, the stock split/transfer of related business done at the price equivalent to the book value is considered reasonable in the Stock Split Project.

  • III. Restrictive Conditions

  • The reasonableness of the stock split/swap is evaluated based on the book value for the split and assignment of related business prevailing on December 31, 2020, as provided by Getac Technology Corporation. Notwithstanding, the actual amount shall be subject to the book value prevailing on the record date for split. Where it is necessary to adjust the same as a result of any significant changes in the book value, the written opinion should be updated based on the latest information.

  • The information stated herein is provided by Getac Technology Corporation. The CPA conducts the evaluation as an independent third party, while not engaging in the transaction and planning thereof physically.

  • The written opinion is provided to the Audit Committee, Board of Directors and shareholders’ meetings of Getac Technology Corporation, and GTC Solution Corporation for reference only, or serves a report to the competent authority only, which cannot serve any other purposes.

Sheng Chieh CPA Firm CPA Tu Sheng-Chieh March 15, 2021

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Independent Expert’s Statement

The CPA issues the expert opinion in accordance with the Business Mergers and Acquisitions Act and related laws & regulations, and by referring to Taiwan Valuation Standards and any self-disciplined regulations set forth by vocational associations, and hereby states as follows:

  • I. The sources of data, parameters and information I apply in the operating procedure herein are considered complete, correct and reasonable sufficiently as the basis for the written opinion issued by me.

  • II. Before undertaking the case, I have already confirmed that my qualifications satisfy the requirements referred to in Paragraph 1, Article 5 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies,” and also prudently assessed my own professional capabilities and practical experience according to subparagraph 1 of Paragraph 2, Article 5 of the same Regulations.

  • III. When examining the case, I have appropriately planned and executed adequate operating procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the written opinion. The related operating procedures, data collected, and conclusion were also fully and accurately specified in the case working papers.

  • IV. I am not a related party or de facto related party of any party to the transaction or professional appraisers or appraisal officers issuing the appraisal report referred to in the subparagraphs 2 and 3, Paragraph 1, Article 5 of the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies.” Meanwhile, I hereby state that I am free from the following circumstances:

  • (I). My spouse or I am currently employed by any party to the transaction to perform routine work for which my spouse or I receive a fixed salary, or currently serve as a director or supervisor thereof.

  • (II). My spouse or I have previously served for any party to the transaction as a director, supervisor, managerial officer, or an employee with material influence over this case, and have been dismissed or separated from the position for less than two years.

  • (III). The entity for which my spouse or I am serving is a related party of any party to the transaction.

  • (IV). I am the spouse or a relative within the second degree of kinship of any director, supervisor, managerial officer, or employee with material influence over this case of any party to the transaction.

  • (V). My spouse or I have invested in any party to the transaction, or share in financial gains therewith.

Sheng Chieh CPA Firm CPA Tu Sheng-Chieh March 15, 2021

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Profile of the Independent Expert

Name: Tu Sheng-Chieh

CPA License No.: FSC Zheng-Zi No. 6591

CSIA: Zheng-Tou-Xi-Ce-Zi No. 0434800040

Birthplace: Taichung City, Taiwan Province

Educational Background：

Graduated from the Institute of Business Administration, Master’s Program, Tunghai University; graduated from the Graduate Institute of Financial and Economic Law, Master’s Program, Feng Chia University

Professional Career：

Assistant Manager, Underwriting Department, Dahua Securities; part-time lecturer, Department of International Business, National Taichung University of Education; part-time lecturer, Department of Finance, Chaoyang University of Technology; part-time lecturer, Department of International Business Management, Da-Yeh University

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Attachment 6

Getac Technology Corporation Comparison Table of Amendment to the Articles of Incorporation

Original Content Amended Content Reasons for
amendments
Articles of Incorporation of Getac
Technology Corporation		 Articles of Incorporation of Getac Holdings
Corporation		 The
amendment
is made in
line with the
plans
and
the practical
business
needs of the
Company to
convert
it
into
an
investment
holding
company.
Original Article Amended Article Reasons
for
amendments
Article 1
The Company is incorporated in accordance
with the Company Act, and is named Getac
Technology Corporation.		 Article 1
The Company is incorporated in accordance
with the Business Mergers And Acquisitions
Act, the regulations governing the company
limited by shares specified in the Company
Act and related laws and regulations and has
the name of Getac Holdings Corporation.		 1.The
amendmen
t is made
in
line
with
the
plans and
the
practical
business
needs
of
the
Company
to convert
into
an
investment
holding
company.
2.The
investment
holding
company
is required
to comply
with
the
Business
Mergers
And
Acquisitio
ns Act and
other
related
laws
and
regulations

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Original Article Amended Article Reasons
for
amendments
Article 2
The scope of the Company's business activity
is as follows:
The scope of the Company's business activity
is as follows:
I. CC01101 Restrained Telecom Radio
Frequency Equipments and Materials
Manufacturing (wireless transmitter,
wireless receiver, and wireless
transreceiver)
II. CC01120 Data Storage Media
Manufacturing and Duplicating
III. CC01060 Wired Communication
Equipment and Apparatus Manufacturing
IV. CC01070 Telecommunication
Equipment and Apparatus Manufacturing
V. CC01080Electronic Parts and
Components Manufacturing
VI.
CC01110Computers and Computing
Peripheral Equipments Manufacturing
VII. F401010International Trade
VIII. F401021Restrained Telecom Radio
Frequency Equipments and Materials
Import (wireless transmitter, wireless
receiver, and wireless transreceiver)
IX. I501010Product Designing
X. I301010 Software Design Services
(I)The Company conducts research on,
develops, produces, manufacturers,
and sells the following products:
1.Computers
and
peripheral
software and hardware equipment
for military use
2.Radar communication avionics
system,
and
other
military
standard
electronics
and
its
accessory components
3.Computers
and
peripheral
software and hardware equipment
for industry use
4.Antenna communication avionics
system
and
its
accessory
components
5.Aerospace
craft,
parts,
and
peripheral equipment
6.Notebook (advanced)
7.Rugged
computers
(32-bit
or
higher)
8.The
planning,
design
Article 2
The business of the Company are as follows:
I. H201010 Investment.
II. ZZ99999 All business items that are not
prohibited or restricted by law, except
those that are subject to special approval		 The business
items
are
modified
because
investment
holding
companies
focus
their
business on
investment.

~80~

Original Article Amended Article Reasons
for
amendments
development, research, analysis,
installation,
assembly,
testing,
maintenance,
and
information
system
integration
of
the
information operations, networks,
applications, and software system
relevant to the aforementioned
products,
but
excluding
information
services
provided
through
the
use
of
telecommunications
network
facilities installed by Type I
telecommunications enterprises.
(II) Import/export trading of parts for
the
aforementioned
products,
technical consultation, and repair
and maintenance services.
The following items are conducted outside of
Hsinchu Science Park:
I.
C805050 Industrial Plastic Products
Manufacturing
II.
CB01020 Office
Machines
Manufacturing
III.
CC01030 Electric
Appliance
and
Audiovisual
Electric
Products
Manufacturing
IV.
CC01990 Electrical
Machinery,
Supplies Manufacturing
V.
CQ01010Die Manufacturing
VI.
E605010 Computing
Equipments
Installation Construction
VII.
F106030 Wholesale of Die
VIII. F113050 Wholesale of Computing
and Business Machinery Equipment
IX.
F113070 Wholesale
of
Telecom
Instruments
X.
F118010 Wholesale
of
Computer
Software
XI.
F119010 Wholesale
of
Electronic
Materials
XII.
F206030Retail Sale of Die
XIII. F213030 Retail sale of Computing
and Business Machinery Equipment
XIV. F213060 Retail Sale of Telecom
Instruments
XV.
F218010 Retail Sale of Computer
Software
XVI. F219010 Retail Sale of Electronic
Materials
XVII. G801010 Warehousing and Storage
XVIII.. IZ09010 Management
System

~81~

Original Article Amended Article Reasons
for
amendments
Verification
XIX. IZ99990 Other
Industry
and
Commerce Services Not Elsewhere
Classified
XX.
JE01010 Rental
and
Leasing
Business
XXI. ZZ99999 All business items that are
not prohibited or restricted by law,
except those that are subject to special
approval
Article 2-1
The Company may invest in other business
entities; the total cost of invested businesses
is not subject to the restrictions imposed
under Article 13 of the Company Act (i.e.
40% of paid up capital).		 Article 2-1
The Company is a professional investment
company and the restrictions that the total
investment shall not exceed 40% of the
paid-up capital specified in Article 13 of the
Company Act are not applicable.		 The
amendment
is made in
line with the
plans
and
the practical
business
needs of the
Company to
convert into
an
investment
holding
company.
Article 3
The head office of the Company is located in
the Hsinchu Science Park. Subject to
business requirement, the Company may set
up branch offices at other proper location(s).		 Article 3
The Company shall set up its head office in
Taoyuan City, the Republic of China and may
set up branches or offices within or outside
the territory of the Republic of China in
accordance with its business needs.		 To comply
with to
facilitate
practical
needs.
Article 26
This Articles of Incorporation was established
on August 9, 1989.
The 1st amendment was made on June 15,
1991.
The 2nd amendment was made on November
18, 1991.
The 3rd amendment was made on June 15,
1994.
The 4th amendment was made on March 1,
1996.
The 5th amendment was made on August 29,
1996.
The 6th amendment was made on May 16,
1997.
The 7th amendment was made on December
17, 1997.
The 8th amendment was made on March 16,
1998.
The9th amendmentwas made on May13,		 Article 26
This Articles of Incorporation was established
on August 9, 1989.
The 1st amendment was made on June 15,
1991.
The 2nd amendment was made on November
18, 1991.
The 3rd amendment was made on June 15,
1994.
The 4th amendment was made on March 1,
1996.
The 5th amendment was made on August 29,
1996.
The 6th amendment was made on May 16,
1997.
The 7th amendment was made on December
17, 1997.
The 8th amendment was made on March 16,
1998.
The9th amendmentwas made on May13,		 Adding
amendment
s frequency
and dates.

~82~

Original Article Amended Article Reasons
for
amendments
1999.
The 10th amendment was made on June 9,
2000.
The 11th amendment was made on May 10,
2001.
The 12th amendment was made on May 10,
2002.
The 13th amendment was made on May 21,
2003.
The 14th amendment was made on May 19,
2004.
The 15th amendment was made on May 20,
2005.
The 16th amendment was made on April 21,
2006.
The 17th amendment was made on May 30,
2007.
The 18th amendment was made on June 16,
2009.
The 19th amendment was made on June 18,
2010.
The 20th amendment was made on June 22,
2012.
The 21th amendment was made on June 20,
2013.
The 22th amendment was made on June 26,
2015.
The 23th amendment was made on June 23,
2016.
The 24th amendment was made on June 22,
2018.
The 25th amendment was made on May 31,
2019.		 1999.
The 10th amendment was made on June 9,
2000.
The 11th amendment was made on May 10,
2001.
The 12th amendment was made on May 10,
2002.
The 13th amendment was made on May 21,
2003.
The 14th amendment was made on May 19,
2004.
The 15th amendment was made on May 20,
2005.
The 16th amendment was made on April 21,
2006.
The 17th amendment was made on May 30,
2007.
The 18th amendment was made on June 16,
2009.
The 19th amendment was made on June 18,
2010.
The 20th amendment was made on June 22,
2012.
The 21th amendment was made on June 20,
2013.
The 22th amendment was made on June 26,
2015.
The 23th amendment was made on June 23,
2016.
The 24th amendment was made on June 22,
2018.
The 25th amendment was made on May 31,
2019.
The 26th amendment was made on May 31,
2021 (The Company name and Article 1、2
and 2-1 will take effect on the base date of
spin-off).

~83~

Attachment 7

Getac Technology Corporation Comparison Table of Amendment to the Rules of Procedure for Shareholders Meetings

Original Content Amended Content Reasons for
amendments
Rules of Procedure for Shareholders
Meetings of Getac Technology Corporation		 Rules of Procedure for Shareholders
Meetings of Getac Holdings Corporation		 The amendment
is made in line
with the plans
and
the
practical
business needs
of the Company
to
convert
it
into
an
investment
holding
company.
Original Article Amended Article Reasons for
amendments
Article 3:(Convening shareholders meetings
and shareholders meeting notices)
(First, second and third items omitted)
Matters pertaining to election or discharge
of directors, alteration of the Articles of
Incorporation,
reduction
of
capital,
application for the approval of ceasing its
status as a public company, approval of
competing with the company by directors,
surplus profit distributed in the form of new
shares, reserve distributed in the form of
new shares, dissolution, merger, spin-off, or
any matters as set forth in Paragraph I,
Article 185 hereof shall be itemized in the
causes or subjects to be described and the
essential contents shall be explained in the
notice
to
convene
a
meeting
of
shareholders, and shall not be brought up as
extemporary motions; the essential contents
may be posted on the website designated by
the competent authority in charge of
securities affairs or the company, and such
website shall be indicated in the above
notice.
(Fifth item omitted)		 Article 3:(Convening shareholders meetings
and shareholders meeting notices)
(First, second and third items omitted)
Election
or
dismissal
of
directors,
amendments to the articles of incorporation,
reduction of capital, application for the
approval of ceasing its status as a public
company, approval of competing with the
company
by
directors,
surplus
profit
distributed in the form of new shares,
reserve distributed in the form of new
shares, the dissolution, merger, or demerger
of the corporation, or any matter under
Article 185, paragraph 1 of Company Act、
Matters specified in Article 26-1 and Article
43-6 of the Securities and Exchanges Act、
Article 56-1 and Article 60-2 of the
Regulations Governing the Offering and
Issuance of Securities by Securities Issuers
shall be set out and the essential contents
explained in the notice of the reasons for
convening the shareholders meeting. None
of the above matters may be raised by an
extraordinary motion.
(Fifth item omitted)


Amended by
the TSEC’s
announcement
Taiwan-Stock-
Governance
No.
1090009468 on
June 3, 2020
and Amended
by the TSEC’s
announcement
Taiwan-Stock-
Governance
No.
1100001446 on
January 28,
2021.

~84~

Original Article Amended Article Reasons for
amendments
Shareholder(s) holding one percent (1%) or
more of the total number of outstanding
shares of a company may propose to the
company a proposal for discussion at a
regular shareholders’ meeting, provided that
only one matter shall be allowed in each
single proposal, and in case a proposal
contains more than one matter, such
proposal shall not be included in the
agenda. A shareholder proposal proposed
for urging a company to promote public
interests or fulfill its social responsibilities
may still be included in the list of proposals
to be discussed at a regular meeting of
shareholders by the board of directors. In
addition, when the circumstances of any
subparagraph of Article 172-1, paragraph 4
of the Company Act apply to a proposal put
forward by a shareholder, the board of
directors may exclude it from the agenda.
(Omitted).		 A shareholder holding one percent or more
of the total number of issued shares may
submit to this Corporation a written
proposal for discussion at a regular
shareholders meeting. The number of items
so proposed, however, is limited to one
only, and no proposal containing more than
one item will be included in the meeting
agenda. In addition, when the circumstances
of any subparagraph of Article 172-1,
paragraph 4 of the Company Act apply to a
proposal put forward by a shareholder, the
board of directors may exclude it from the
agenda.A shareholder proposal for urging
the corporation to promote public interests
or fulfill its social responsibilities may still
be included in the agenda by the board of
directors. The procedure shall be limited to
one item in accordance with Article 172-1
of the Company Act, and any proposal
exceeding one item shall not be included in
the motion.
(Omitted).


Amended by
the TSEC’s
announcement
Taiwan-Stock-
Governance
No.
1090009468 on
June 3, 2020
and Amended
by the TSEC’s
announcement
Taiwan-Stock-
Governance
No.
1100001446 on
January 28,
2021.
Article 9:
(First item omitted)
The chair shall call the meeting to order at
the appointed meeting time. However, when
the attending shareholders do not represent
a majority of the total number of issued
shares,
the
chair
may
announce
a
postponement, provided that no more than
two such postponements, for a combined
total of no more than 1 hour, may be made.
If the quorum is not met after two
postponements
and
the
attending
shareholders still represent less than one
third of the total number of issued shares,
the
chair
shall
declare
the
meeting
adjourned.
(Omitted)















 Article 9
(First item omitted)
The chair shall call the meeting to order at
the appointed meeting time, and announce
the number of shares without voting rights,
and attending shares at the same time.
However, when the attending shareholders
do not represent a majority of the total
number of issued shares, the chair may
announce a postponement, provided that no
more than two such postponements, for a
combined total of no more than one hour,
may be made. If the quorum is not met after
two postponements and the attending
shareholders still represent less than one
third of the total number of issued shares,
the
chair
shall
declare
the
meeting
adjourned.
(Omitted)
Amended by
the TSEC’s
announcement
Taiwan-Stock-
Governance
No.
1100001446 on
January 28,
2021.

~85~

Original Article Amended Article Reasons for
amendments
Article 14:(Election of directors)
The election of directors at a shareholders
meeting shall be held in accordance with the
applicable election and appointment rules
adopted by this Corporation, and the voting
results
shall
be
announced
on-site
immediately, including the names of those
elected as directors and the numbers of
votes with which they were elected.
(Second item omitted)		 Article 14:(Election of directors)
The election of directors at a shareholders
meeting shall be held in accordance with the
regulations of election rules adopted by
this Corporation, and the voting results shall
be
announced
on-site
immediately,
including the names of those elected as
directors and the numbers of votes with
which they were elected and their votes, as
well as the unelected ones.
(Second item omitted)
Amended by
the TSEC’s
announcement
Taiwan-Stock-
Governance
No.
1100001446 on
January 28,
2021.
Article 20 (Date of establishment and
Amendments)
This rules was established on May 13,
1999.
The 1st amendment was made on June 9,
2000.
The 2nd amendment was made on May 10,
2002.
The 3rd amendment was made on April 21,
2006.
The 4th amendment was made on June 26,
2015.
The 5th amendment was made on May 29,
2020.		 Article 20 (Date of establishment and
Amendments)
This rules was established on May 13,
1999.
The 1st amendment was made on June 9,
2000.
The 2nd amendment was made on May 10,
2002.
The 3rd amendment was made on April 21,
2006.
The 4th amendment was made on June 26,
2015.
The 5th amendment was made on May 29,
2020.
The 6th amendment was made on May 31,
2021.(The Company name will take effect
on the base date of spin-off).		 Adding
amendments
frequency and
dates.

~86~

Attachment 8

Getac Technology Corporation Comparison Table of Amendment to the Regulations Governing Election of Directors

Original Content Amended Content Reasons for
amendments
Regulations Governing Election of
Directors of Getac Technology Corporation		 Procedure for Election of Directors of Getac
Holdings Corporation		 The amendment
is made in line
with the plans
and
the
practical
business needs
of the Company
to
convert
it
into
an
investment
holding
company and
title revised.
Original Article Amended Article Reasons for
amendments
Article 1
To ensure a just, fair, and open election of
directors, these Procedures are adopted
pursuant to Articles 21 of the Corporate
Governance Best-Practice Principles for
TWSE/GTSM Listed Companies.



1.Article added.
2.To comply
with the
regulation and
to facilitate
practical
needs.
Article 1
Director elections of this company shall be
handled pursuant to these rules unless
stipulated otherwise in relevant laws and the
articles of incorporation of this company.		 Article 2
Except as otherwise provided by law and
regulation or by this Corporation's articles
of incorporation, elections of directors shall
be conducted in accordance with these
Procedures.



1.Article
adjusted.
2.Text revised.
Article 3
The overall composition of the board of
directors shall be taken into consideration in
the selection of this Corporation's directors.
The composition of the board of directors
shall be determined by taking diversity into
consideration
and
formulating
an
appropriate policy on diversity based on the
company's business operations, operating
dynamics, and development needs. It is
advisable that the policy include, without
being limited to, the following two general
standards:
1.Basic requirements and values: Gender,
age, nationality, and culture.
2.Professional
knowledge
and
skills:A
professional
background
(e.g.,
law,
accounting, industry, finance, marketing,
technology), professional skills, and
industryexperience.










1.Article added.
2.To comply
with the
regulation and
to facilitate
practical
needs.

~87~

Original Article Amended Article Reasons for
amendments
Each board member shall
have the
necessary knowledge, skill, and experience
to perform their duties; the abilities that
must be present in the board as a whole are
as follows:
1.The ability to make judgments about
operations.
2. Accounting and financial analysis ability.
3. Business management ability.
4. Crisis management ability.
5. Knowledge of the industry.
6. An international market perspective.
7. Leadership ability.
8. Decision-making ability.
More than half of the directors shall be
persons who have neither a spousal
relationship nor a relationship within the
second degree of kinship with any other
director.
The board of directors of this Corporation
shall consider adjusting its composition
based on the results of performance
evaluation.
Article 4
The qualifications for the independent
directors of this Corporation 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 independent directors of this
Corporation 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/GTSM
Listed Companies.		 1.Article added.
2.To comply
with the
regulation and
to facilitate
practical
needs.
Article 2
Pursuant to the regulations set forth in the
Company Act, a candidate nomination
system has been adopted for the director
elections of this Company. Shareholders
shall select and appoint directors from the
list of candidates. A single cumulative
voting method shall be adopted for director
elections. Each share shall have voting
rights equal to the number of directors to be
elected, which may be cast for a single
candidate
or
split
among
multiple
candidates.
Article 5
Elections of directors at this Corporation
shall be conducted in accordance with the
candidate
nomination
system
and
procedures set out in Article 192-1 of the
Company Act.
When the number of directors falls below
five due to the dismissal of a director for
any reason, this Corporation shall hold a
by-election to fill the vacancy at its next
shareholders meeting. When the number of
directors falls short by one third of the total
number prescribed in this Corporation’s
articles of incorporation, this Corporation
shall call a special shareholders meeting
1.Article
adjusted.
2.Original
Article 2,
Paragraph 2.
is adjusted to
Article 6.
3.Amended by
the TSEC’s
announcement
Taiwan-Stock-
Governance
No.
1090009468
onJune3,

~88~

Original Article Amended Article Reasons for
amendments
within 60 days from the date of occurrence
to hold a by-election to fill the vacancies.
When the number of independent directors
falls below that required under the proviso
of Article 14-2, paragraph 1 of the
Securities and Exchange Act, a by-election
shall be held at the next shareholders
meeting to fill the vacancy. When the
independent directors are dismissed en
masse, a special shareholders meeting shall
be called within 60 days from the date of
occurrence to hold a by-election to fill the
vacancies.






2020 and to
comply with
the regulation
and to
facilitate
practical
needs.
Article 6
The cumulative voting method shall be used
for election of the directors at this
Corporation. Each share will have voting
rights in number equal to the directors to be
elected, and may be cast for a single
candidate
or
split
among
multiple
candidates.

1.Original
Article 2,
Paragraph 2.
2.Text adjusted.
Article 7
The board of directors shall prepare
separate ballots for directors in numbers
corresponding
to
the
directors
or
supervisors to be elected. The number of
voting rights associated with each ballot
shall be specified on the ballots, which shall
then be distributed to the attending
shareholders at the shareholders meeting.
Attendance card numbers printed on the
ballots may be used instead of recording the
names of voting shareholders.


1.Article added.
2.To comply
with the
regulation
and to
facilitate
practical
needs.
Article 3
Directors shall be selected and appointed by
the shareholders’ meeting from among
individuals with legal capacity. Those
receiving ballots representing the highest
numbers of voting rights shall be elected as
non-independent directors and independent
directors, sequentially according to their
respective numbers of votes pursuant to
quotas
set
forth
in
the
articles
of
incorporation, the election summary and
details provided by the electronic voting
platform, and the results of ballet statistics
from the shareholders’ meeting venue.		 Article 8
The number of directors will be as specified
in
this
Corporation's
articles
of
incorporation, with voting rights separately
calculated
for
independent
and
non-independent director positions. Those
receiving ballots representing the highest
numbers of voting rights will be elected
sequentially according to their respective
numbers of votes. When two or more
persons receive the same number of votes,
thus exceeding the specified number of
positions, they shall draw lots to determine
the winner, with the chair drawing lots on
behalf of any person not in attendance.



1.Article
adjusted.
2.To comply
with the
regulation
and to
facilitate
practical
needs.
Article 4
Ballots shall be created by the Company in
accordance with attendance numbers with
the specified number of voting rights.
Voting
rights
shall
be exercised by
electronic ballot. No paper ballots shall be
issued.		 Deleted.

~89~

Original Article Amended Article Reasons for
amendments
Article 5
At the beginning of the election process, the
chair shall appoint a number of persons with
shareholder status to perform the respective
duties of vote monitoring and counting.		 Article 9
Before the election begins, the chair shall
appoint
a
number
of
persons
with
shareholder status to perform the respective
duties of vote monitoring and counting
personnel. The ballot boxes shall be
prepared by the board of directors and
publicly checked by the vote monitoring
personnel before voting commences.		 1.Article
adjusted.
2.To comply
with the
regulation
and to
facilitate
practical
needs.
3.Part of the
text is the
original
Article 6.
Article 6
The ballot boxes shall be prepared by the
board of directors and publicly checked by
the vote monitoring personnel before voting
commences.		 Adjusted to part
of Article 9.
Article 7
Where a candidate is a shareholder, a voter
must enter the candidate's account name and
shareholder
account
number
in
the
"candidate" column of the ballot; for a
non-shareholder, the voter shall enter the
candidate's full name and Personal ID
Number.
Where
the
candidate
is
a
juristic-person shareholder, the name of the
juristic-person shareholder shall be entered
in the candidate column of the ballot, or
both the name of the juristic-person
shareholder
and
the
name
of
its
representative may be entered. Where there
are multiple representatives, the names of
each respective representative shall be
entered.
Election quotas shall be calculated in
accordance
with
independent
and
non-independent directors to be elected.		 Deleted.
Article 8
A ballot is invalid under any of the
following circumstances:
1.Ballots not placed in the ballot box.
2.Ballots do not conform to the regulations
set forth in these rules.
3.Blank ballots not filled out by voters.
4.The candidate whose name is entered in
the ballot is a shareholder, but the
candidate's account name and shareholder
account number do not conform to those
given in the shareholder register, or the
candidate whose name is entered in the
ballot is a non-shareholder, and a
cross-checkshows that the candidate's
Article 10
A ballot is invalid under any of the
following circumstances:
1.The ballot was not prepared by a person
with the right to convene.
2.A blank ballot is placed in the ballot box.
3.The writing is unclear and indecipherable
or has been altered.
4.The candidate whose name is entered in
the ballot does not conform to the director
candidate list.
5.Other words or marks are entered in
addition to the number of voting rights
allotted.		 1.Article
adjusted.
2.Amended by
the TSEC’s
announcemen
t
Taiwan-Stock
-Governance
No.
1090009468
on June 3,
2020 and to
comply with
the regulation
and to
facilitate

~90~

Original Article Amended Article Reasons for
amendments
name and Personal ID number do not
match.
5.Other graphics, marks, or unidentified
information are entered in addition to the
candidate's account name or shareholder
account number (or Personal ID number)
and the number of voting rights allotted.
6.The writing is unclear and indecipherable.
7.The
candidate's
account
name
or
shareholder account number (or Personal
ID number) has been altered.
8.The
candidate's
account
name
or
shareholder account number (or Personal
ID number) are not specified.
9.Two or more voters are listed on the same
ballot.		 practical
needs.
Article 9
The votes shall be calculated on site
immediately after the end of the poll, and
the results shall be announced by the chair
immediately.		 Article 11
The voting rights shall be calculated on site
immediately after the end of the poll, and
the results of the calculation, including the
names of those elected as directors and the
numbers of votes with which they were
elected and their votes, as well as the
unelected ones.
The ballots for the election referred to in the
preceding paragraph shall be sealed with the
signatures of the monitoring personnel and
kept in proper custody for at least one year.
If, however, a shareholder files a lawsuit
pursuant to Article 189 of the Company Act,
the ballots shall be retained until the
conclusion of the litigation.

1.Article
adjusted.
2.To
comply
with
the
regulation
and
to
facilitate
practical
needs.
Article 10
These rules and all amendments thereof
shall be enforced upon ratification by a
shareholders’meeting.		 Article 12
These Procedures, and any amendments
hereto, shall be implemented after approval
by a shareholders meeting.		 To comply with
the regulation
and to facilitate
practical needs.
Article 11
This rules was established on May 13, 1999.
The 1st amendment was made on May 10,
2002.
The 2nd amendment was made on June 22,
2012.
The 3rd amendment was made on June 26,
2015.
The 4th amendment was made on May 31,
2019.
Article 13
This rules was established on May 13, 1999.
The 1st amendment was made on May 10,
2002.
The 2nd amendment was made on June 22,
2012.
The 3rd amendment was made on June 26,
2015.
The 4th amendment was made on May 31,
2019.
The 8th amendment was made on May 31,
2021.(The Company name will take effect
onthe base date ofspin-off).
Adding
amendments
frequency and
dates.

~91~

Attachment 9

Getac Technology Corporation Comparison Table of Amendment to the Procedures for Loaning Funds to Others

Original Content Amended Content Reasons
for
amendments
Procedures for Loaning Funds to Others of
Getac Technology Corporation		 Procedures for Loaning Funds to Others of
Getac Holdings Corporation		 The
amendment is
made in line
with
the
plans and the
practical
business
needs of the
Company to
convert
it
into
an
investment
holding
company.
Article 14 (Date of Amendments)
This Procedure was amended on May 21,
2003.
The 2nd amendment was made on June 16,
2009.
The 3rd amendment was made on June 18,
2010.
The 4th amendment was made on June 20,
2013.
The 5th amendment was made on June 23,
2016.
The 6th amendment was made on May 31,
2019.
The 7th amendment was made on May 29,
2020.		 Article 14 (Date of Amendments)
This Procedure was amended on May 21,
2003.
The 2nd amendment was made on June 16,
2009.
The 3rd amendment was made on June 18,
2010.
The 4th amendment was made on June 20,
2013.
The 5th amendment was made on June 23,
2016.
The 6th amendment was made on May 31,
2019.
The 7th amendment was made on May 29,
2020.
The 8th amendment was made on Octorber
1, 2021. (The Company name will take
effect on the base date of spin-off).		 Adding
amendments
frequency and
dates.

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Attachment 10

Getac Technology Corporation Comparison Table of Amendments to the Procedures for Endorsements and Guarantees

Original Content Amended Content Reasons for
amendments
Procedures for Endorsements and
Guarantees of Getac Technology
Corporation		 Procedures for Endorsements and
Guarantees of Getac Holdings Corporation		 The
amendment
is made in
line with the
plans
and
the practical
business
needs of the
Company to
convert
it
into
an
investment
holding
company.
Article 14 (Date of Amendments)
This Procedure was amended on May 21,
2003.
The 2nd amendment was made on May 19,
2004.
The 3rd amendment was made on April 21,
2006.
The 4th amendment was made on June 16,
2009.
The 5th amendment was made on June 18,
2010.
The 6th amendment was made on June 20,
2013.
The 7th amendment was made on June 23,
2016.
The 8th amendment was made on May 31,
2019.
The 9th amendment was made on May 29,
2020.		 Article 14 (Date of Amendments)
This Procedure was amended on May 21,
2003.
The 2nd amendment was made on May 19,
2004.
The 3rd amendment was made on April 21,
2006.
The 4th amendment was made on June 16,
2009.
The 5th amendment was made on June 18,
2010.
The 6th amendment was made on June 20,
2013.
The 7th amendment was made on June 23,
2016.
The 8th amendment was made on May 31,
2019.
The 9th amendment was made on May 29,
2020.
The 10th amendment was made on
Octorber 1, 2021. (The Company name will
take effect on the base date of spin-off).		 Adding
amendments
frequency
and dates.

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Attachment 11

Getac Technology Corporation Comparison Table of Amendment to the Procedures for Acquisition and Disposal of Assets

Original Content Amended Content Reasons for
amendments
Procedures for Acquisition and Disposal of
Assets of Getac Technology Corporation		 Procedures for Acquisition and Disposal of
Assets of Getac Holdings Corporation		 The
amendment
is made in
line with the
plans
and
the practical
business
needs of the
Company to
convert
it
into
an
investment
holding
company.
Article 19 (Date of Amendments)
This Procedure was amended on May 21,
2003.
The 2nd amendment was made on May 30,
2007.
The 3rd amendment was made on June 22,
2012.
The 4th amendment was made on June 25,
2014.
The 5th amendment was made on June 23,
2016.
The 6th amendment was made on June 23,
2017.
The 7th amendment was made on May 31,
2019.		 Article 19 (Date of Amendments)
This Procedure was amended on May 21,
2003.
The 2nd amendment was made on May 30,
2007.
The 3rd amendment was made on June 22,
2012.
The 4th amendment was made on June 25,
2014.
The 5th amendment was made on June 23,
2016.
The 6th amendment was made on June 23,
2017.
The 7th amendment was made on May 31,
2019.
The 8th amendment was made on Octorber
1, 2021. (The Company name will take
effect on the base date of spin-off).		 Adding
amendment
s frequency
and dates.

~94~

Attachment 12

Getac Technology Corporation Comparison Table of Amendment to the Procedures for Derivatives Tradin g

Trading
Original Content Amended Content Reasons for
amendments
Procedures for Derivatives Trading of
Getac Technology Corporation		 Procedures for Derivatives Trading of
Getac Holdings Corporation		 The
amendment
is made in
line with the
plans
and
the practical
business
needs of the
Company to
convert
it
into
an
investment
holding
company.
Article 17 (Date of Amendments)
This Procedure was amended on May 21,
2003.
The 2nd amendment was made on May 19,
2004.
The 3rd amendment was made on June 13,
2008.
The 4th amendment was made on June 18,
2010.
The 5th amendment was made on June 25,
2014.
The 6th amendment was made on June 23,
2016.
The 7th amendment was made on May 31,
2019.		 Article 17 (Date of Amendments)
This Procedure was amended on May 21,
2003.
The 2nd amendment was made on May 19,
2004.
The 3rd amendment was made on June 13,
2008.
The 4th amendment was made on June 18,
2010.
The 5th amendment was made on June 25,
2014.
The 6th amendment was made on June 23,
2016.
The 7th amendment was made on May 31,
2019.
The 8th amendment was made on Octorber
1, 2021. (The Company name will take
effect on the base date of spin-off).		 Adding
amendment
s frequency
and dates.

~95~

Appendix 1

Getac Technology Corporation Articles of Incorporation (Original)

Chapter I General Provisions

  • Article 1 The Company is incorporated in accordance with the Company Act, and is named Getac Technology Corporation.

  • Article 2 The scope of the Company's business activity is as follows:

  • I. CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing (wireless transmitter, wireless receiver, and wireless transreceiver)

  • II. CC01120 Data Storage Media Manufacturing and Duplicating

  • III. CC01060 Wired Communication Equipment and Apparatus Manufacturing

  • IV. CC01070 Telecommunication Equipment and Apparatus Manufacturing

  • V. CC01080 Electronic Parts and Components Manufacturing

  • VI. CC01110 Computers and Computing Peripheral Equipments Manufacturing

  • VII. F401010 International Trade

  • VIII. F401021 Restrained Telecom Radio Frequency Equipments and 

        - Materials Import (wireless transmitter, wireless receiver, and wireless transreceiver)

  • IX. I501010 Product Designing

  • X. I301010 Software Design Services

    • (I)The Company conducts research on, develops, produces, manufacturers, and sells the following products:

      • 1.Computers and peripheral software and hardware equipment for military use

      • 2.Radar communication avionics system, and other military standard electronics and its accessory components

      • 3.Computers and peripheral software and hardware equipment for industry use

      • 4.Antenna communication avionics system and its accessory components

      • 5.Aerospace craft, parts, and peripheral equipment

      • 6.Notebook (advanced)

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7.Rugged computers (32-bit or higher) 

     - 8.The planning, design development, research, analysis, installation, assembly, testing, maintenance, and information system integration of the information operations, networks, applications, and software system relevant to the aforementioned products, but excluding information services provided through the use of telecommunications network facilities installed by Type I telecommunications enterprises.

  - (II)Import/export trading of parts for the aforementioned products, technical consultation, and repair and maintenance services.

  • The following items are conducted outside of Hsinchu Science Park:

  • I. C805050 Industrial Plastic Products Manufacturing

  • II. CB01020 Office Machines Manufacturing III. CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing

  • IV. CC01990 Electrical Machinery, Supplies Manufacturing V. CQ01010 Die Manufacturing VI. E605010 Computing Equipments Installation Construction VII. F106030 Wholesale of Die VIII. F113050 Wholesale of Computing and Business Machinery Equipment

  • IX. F113070 Wholesale of Telecom Instruments X. F118010 Wholesale of Computer Software XI. F119010 Wholesale of Electronic Materials XII. F206030 Retail Sale of Die XIII. F213030 Retail sale of Computing and Business Machinery Equipment

  • XIV. F213060 Retail Sale of Telecom Instruments XV. F218010 Retail Sale of Computer Software XVI. F219010 Retail Sale of Electronic Materials XVII. G801010 Warehousing and Storage XVIII. IZ09010 Management System Verification XIX. IZ99990 Other Industry and Commerce Services Not Elsewhere Classified

  • XX. JE01010 Rental and Leasing Business XXI. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval

  • Article 2-1 The Company may invest in other business entities; the total cost of invested businesses is not subject to the restrictions imposed under Article 13 of the Company Act (i.e. 40% of paid up capital).

  • Article 2-2 The Company may make endorsement and guarantees for business purposes.

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Article 3 The head office of the Company is located in the Hsinchu Science Park. Subject to business requirement, the Company may set up branch offices at other proper location(s).

Chapter 2 Capital

Article 4 The Company's authorized capital has been set at eight billion and five hundred million New Taiwan Dollars (NTD8,500,000,000), issuable in eight hundred and fifty million (850,000,000) ordinary shares of ten dollars (NTD10) each. Subsequent to business requirement, the board of directors is authorized to make multiple share issues. Eight hundred million New Taiwan Dollars, issuable in eight hundred and fifty million (850,000,000) ordinary shares of ten dollars (NTD10) each, are reserved for the issuance of employee stock options. Article 5 Stocks of the Company shall be registered, signed or sealed, and numbered by the director representing the Company. The stocks shall be issued after proper certification by the competent authority or its authorized registration institutes. Stocks issued by the Company as well as other securities are not required to be printed. The Company shall contact the centralized securities depository enterprise institution for registration of the share certificates. Article 6 Unless otherwise provided for in securities rules and laws and regulations, the Company's shares shall be handled in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies. Article 7 Change in the Company's shareholder register due to transfer of shares will not be allowed in the sixty days prior to a general meeting of shareholders; or in the thirty days prior to an extraordinary general meeting of shareholders, or in the five days prior to the cut-off date set for the distribution of dividends, bonus or other benefits. Article 7-1 Shares purchased by this Company may be transferred to beneficiaries including employees of parents or subsidiaries of the Company meeting certain specific requirements. Beneficiaries of employee stock option certificates issued by this Company may include employees of parents or subsidiaries of the Company meeting certain specific requirements. Employees entitled to subscription for new shares issued by this Company shall include employees of parents or subsidiaries of the Company meeting certain specific requirements. Beneficiaries of restricted stock for employees issued by this Company may include employees of parents or subsidiaries of the Company meeting certain specific requirements. This Article stipulates that employees of parents or subsidiaries of the Company must meet certain specific requirements to be eligible. These specific requirements shall be defined by the Chairman.

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Chapter3 Shareholders' Meeting

Article 8 I. The Company holds general meetings and
II. Extraordinary general meetings of shareholders.
The annual general meeting is convened once a year at a time no later than
six months after the end of the financial year. Shareholders are notified of a
general meeting at least thirty days in advance.
An extraordinary general meeting of shareholders may be convened as
needed, and shareholders shall be notified of such meeting at least fifteen
days in advance.
The date, venue, and purpose(s) for convening any such meeting shall be
clearly stated in the written notices sent out to the shareholders.
A shareholders' meeting shall, unless otherwise provided for in the Company
Act, be convened by the board of directors.
Article 9 A shareholder who cannot attend shareholders' meeting shall appoint a proxy
to attend on his/her behalf by executing a power of attorney printed and
issued by the Company, stating clearly the scope of the authorization. The
regulations governing proxy attendance shall, unless otherwise provided for
in the Company Act, be pursuant to the Regulations Governing the Use of
Proxies for Attendance at Shareholder Meetings of Public Companies.
Article 10 Meetings of the Company's shareholders shall be chaired by the Company's
chairman. If the Chairman is absent, in accordance with Article 208 of the
Company Act, the Vice Chairman shall act on the Chairman's behalf. If the
Vice Chairman is unavailable or no delegate is appointed by the Chairman,
one shall be elected from among the directors to act on the Chairman's
behalf. Where the Chairman does not appoint anyone to act on behalf, the
remaining directors shall determine an acting chairperson among them. For a
shareholders' meeting convened by any other person having the convening
right, he/she shall act as the chairman of that meeting provided, however,
that if there are two or more persons having the convening right, the
chairman of the meeting shall be elected from among themselves.
Article 11 All shareholders of the Company are entitled to one vote for every share
held, unless otherwise specified by the Articles of Incorporation.
Article 12 Except otherwise regulated by the Company Act, a shareholders' meeting
resolution is passed when more than 50% of all outstanding shares are
represented in the meeting, and voted in favor by more than 50% of all
voting rights represented at the meeting.
Article 13 Shareholders' meeting resolutions shall be compiled into minutes and
distributed to each shareholder. The content, distribution, and storage of
meeting minutes shall follow the Company Act and relevant regulations.
Shareholders' attendance sheets and proxy forms shall be retained for at least
one year, or in the event where shareholders have filed for litigations
according to Article 189 of the Company Act, retain until the end of such
litigations.

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Chapter 4 Directors

  • Article 14 The Company shall have seven to ten directors, in which there shall be at least three independent directors with the term of office for three years. Directors, including independent directors, shall be elected at shareholders meeting according to the competence of individuals and each can be continuous elected and serve. After the election, the Board shall pass the resolution for the purchase of responsibility insurance for the directors of the Company. The Boards shall be authorized to determine the remuneration for directors according to the recommendations from the remuneration committee of the Company and the general level of payment for within the industry. The number of the registered shares held by all the directors shall be regulated according to the standards provided under the "Rules Regulating the Minimum Percentage Held Directors and Supervisors of Public Offering Companies and the Examination.”

The election of directors of the Company shall be carried out through nomination system, and the shareholders shall elect directors from the list of candidates. �

  • Article 15 The company directors shall form a board of directors, and elect a chairman by a majority vote at a meeting attended by more than two thirds of board members. A vice chairman may be elected in the same way. The chairman shall represent the Company externally.

  • Article 16 Meetings of the Board of Directors shall be convened by the chairman. The meetings are chaired by the Chairman. If the Chairman is unable to perform such duties due to leave of absence or any other reason, the Vice Chairman shall act on the Chairman's behalf. If the Vice Chairman is unavailable or no delegate is appointed by the Chairman, one shall be elected from among the directors to act on the Chairman's behalf. Where the Chairman does not appoint anyone to act on behalf, the remaining directors shall determine an acting chairperson among them.

Board meetings shall be announced to all Directors with the reasons for the meetings stated seven days in advance. However, meetings can be held in shorter notices in case of emergency. The meeting of the board of directors may be convened in forms of letters, e-mail or facsimile.

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Article 17 Unless otherwise provided for under the Company Act, resolutions of the board of directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. Article 18 Board meetings may be carried out by way of video conferencing. Those who participate in the video conference are considered to have attended the meeting in person. Article 19 If a director is unable to attend a meeting of the Board of Directors in person, another director can be appointed to act on behalf of the absent director by producing a proxy form detailing the scope of delegated authority for each item on the agenda. One director can represent the presence of only one other director. Article 20 This Company shall establish an audit committee composed of its independent directors pursuant to the regulations set forth in the Securities Exchange Act. The audit committee and its members shall fulfill the functions of a supervisor of relevant regulations set forth in the Company Act, the Securities Exchange Act, and other laws.

Chapter 5 Management

Article 21 The Company may appoint one Chief Executive Officer, President, General Manager; the employment and discharge of them shall be proposed by the chairman and resolved by a majority vote at a meeting of the board of directors attended by more than one half of the directors.

The employment and discharge of other managerial officers shall be proposed by the president after obtaining the chairman's approval and resolved by a majority vote at a meeting of the board of directors attended by more than one half of the directors.

Chapter 6 Accounting

Article 22 After the close of each fiscal year, the Board of Directors shall prepare the following statements and reports, and be presented during the annual general meeting for final acknowledgment:

  • I. Business report.

  • II. Financial statements.

  • III. Surplus earnings appropriation or loss offsetting proposals.

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Article 23 If the Company sustains profit for the year (i.e., the profit before employee and director remunerations are deducted from profit before tax), not less than 1% of the profit shall be prorated; provided, not more than 10% of the profit shall be set aside as employee remunerations and not more than 1% of the profit as director remunerations. The remuneration distribution shall be resolved by the Board of Directors. However, an amount shall be set aside first to compensate cumulative losses, if any.

Recipients of employee compensation in form of stocks or cash as stipulated in the preceding paragraph shall include employees of parents or subsidiaries of the Company meeting certain specific requirements. These specific requirements shall be defined by the Chairman.

In addition to offsetting prior years' losses after paying all taxes as required by law, 10% of the Company's profit at the closing of each fiscal year shall first be set aside as legal reserve, and special reserve shall be set aside or reversed according to laws, the remainder plus undistributed earnings carried over from previous years shall be allocated at the board's proposal. Proposal for allocation in the form of newly issued shares shall be subject to shareholders' resolution.

The Company may, in accordance with the provision of Paragraph 5 of Article 240 of the Company Act, by a resolution adopted by a majority vote of a meeting of the board of directors attended by two-thirds or more of the total number of the directors, distribute dividends and bonuses in form of cash, and submit a report to a shareholders meeting.

At least 10% of dividends proposed must in the form of cash dividend. However, the actual percentage of cash dividends may be adjusted and resolved during board of directors meetings depending on the Company's financial structure, future fund needs, and profitability.

Article 23-1

The Company may, by a resolution adopted by a majority vote of a meeting of the board of directors attended by two-thirds or more of the total number of the directors, distribute legal and capital reserves as prescribed in Article 241 of the Company Act in whole or in part in form of cash and submit a report to a shareholders meeting.

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Chapter 7 Supplementary Provisions

Article 24 The Company's foundation principles and execution rules shall be established in separate policies. Article 25 Any other issues not covered in this Articles of Incorporation shall be governed by the Company Act. Article 26 This Articles of Incorporation was established on August 9, 1989. The 1st amendment was made on June 15, 1991. The 2nd amendment was made on November 18, 1991. The 3rd amendment was made on June 15, 1994. The 4th amendment was made on March 1, 1996. The 5th amendment was made on August 29, 1996. The 6th amendment was made on May 16, 1997. The 7th amendment was made on December 17, 1997. The 8th amendment was made on March 16, 1998. The 9th amendment was made on May 13, 1999. The 10th amendment was made on June 9, 2000. The 11th amendment was made on May 10, 2001. The 12th amendment was made on May 10, 2002. The 13th amendment was made on May 21, 2003. The 14th amendment was made on May 19, 2004. The 15th amendment was made on May 20, 2005. The 16th amendment was made on April 21, 2006. The 17th amendment was made on May 30, 2007. The 18th amendment was made on June 16, 2009. The 19th amendment was made on June 18, 2010. The 20th amendment was made on June 22, 2012. The 21th amendment was made on June 20, 2013. The 22th amendment was made on June 26, 2015. The 23th amendment was made on June 23, 2016. The 24th amendment was made on June 22, 2018. The 25th amendment was made on May 31, 2019.

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Appendix 2

Getac Technology Corporation Rules of Procedure for Shareholders Meetings (Original)

  • Article 1: To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

  • Article 2: The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.

  • Article 3: (Convening shareholders meetings and shareholders meeting notices) Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.

  • This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the shareholders meeting, this Corporation shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at this Corporation and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place.

The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form.

  • Matters pertaining to election or discharge of directors, alteration of the Articles of Incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, spin-off, or any matters as set forth in Paragraph I, Article 185 hereof shall be itemized in the causes or subjects to be described and the essential contents shall be explained in the notice to convene a meeting of shareholders, and shall not be brought up as extemporary motions; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the company, and such website shall be indicated in the above notice.

Matters including the accession date regarding election of directors shall be listed in

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the agenda of shareholders meeting. After the election at the shareholders meeting, there shall be no changes to accession date by special motions or other means.

Shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of a company may propose to the company a proposal for discussion at a regular shareholders’ meeting, provided that only one matter shall be allowed in each single proposal, and in case a proposal contains more than one matter, such proposal shall not be included in the agenda. A shareholder proposal proposed for urging a company to promote public interests or fulfill its social responsibilities may still be included in the list of proposals to be discussed at a regular meeting of shareholders by the board of directors. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.

Prior to the date on which share transfer registration is suspended before the convention of a regular shareholders’ meeting, the company shall give a public notice announcing acceptance of proposal in writing or by way of electronic transmission, the place and the period for shareholders to submit proposals to be discussed at the meeting; and the period for accepting such proposals shall not be less than ten (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 regular shareholders meeting and take part in discussion of the proposal.

Prior to the date for issuance of notice of a shareholders meeting, this Corporation 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. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

  • Article 4: For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

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Article 5: (Principles determining the time and place of a shareholders meeting) The venue for a shareholders meeting shall be the premises of this Corporation, 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. Article 6: (Preparation of documents such as the attendance book) This Corporation shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification. This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors pre-printed ballots shall also be furnished. When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

Article 7: (The chair and non-voting participants of a shareholders meeting)

If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair. When a director serves as chair, as referred to in the preceding paragraph, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.

It is advisable that shareholders meetings convened by the board of directors be

~106~

chaired by the chairperson of the board in person and attended by a majority of the directors (incl. At least one independent director) and the convener of the auditing committee in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

  • Article 8: (Documentation of a shareholders meeting by audio or video)

  • This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures.

The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

  • Article 9: Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.

  • The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.

  • If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month.

  • When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

Article 10: (Discussion of proposals)

If the shareholder meeting is convened by the board of directors, the board of directors will determine the meeting proceedings and motions (including special motions or amended motions) shall be passed one at a time. The proceeding cannot be changed

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unless resolved during the shareholder meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

For any agenda, amendments or special motions proposed by the shareholders during the meeting, the chairperson shall allow ample opportunity during the meeting for explanation and discussion of proposals and may announce to discontinue further discussions if the issue in question is considered to have been sufficiently discussed to proceed with voting, and arrange appropriate voting time.

Article 11： (Shareholder speech)

Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.

After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Article 12： (Calculation of voting shares and recusal system)

Voting at a shareholders meeting shall be calculated based the number of shares. With respect to 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

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the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated 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 proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent 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 be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence.

When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions and amendments to original proposals.

A shareholder intending to exercise voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before 2 days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail.

Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote. After the conclusion of the meeting, on the same day it is held, the results for each

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proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.

Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

  • Article 14: (Election of directors)

The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

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

This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement made through the MOPS.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and voting results (including calculation of voting shares) of various meeting agendas. In cases of director elections, the number of voting shares of director candidates shall be revealed and shall be retained for the duration of the existence of this Corporation.

Article 16: (Public disclosure)

On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.

If matters put to a resolution at a shareholders meeting constitute material information

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under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.

  • Article 17: (Maintaining order at the meeting place)

Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor." At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.

  • When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

  • Article 18: (Recess and resumption of a shareholders meeting)

  • When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.

Article 19:(Enforcement)

These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.

  • Article 20: (Date of establishment and Amendments)

This rules was established on May 13, 1999.

The 1st amendment was made on June 9, 2000.

The 2nd amendment was made on May 10, 2002. The 3rd amendment was made on April 21, 2006. The 4th amendment was made on June 26, 2015. The 5th amendment was made on May 29, 2020.

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Appendix 3

Getac Technology Corporation Shareholdings of All Directors

Record Date ： April 2, 2021

Title Name Name Current shareholding
(shares)		 Current shareholding
(shares)		 Current shareholding
(shares)		 Remark
Share
Type		 Shares Shares as a
Percentage
of Shares
Issued(%)
Chairman Hwang, Ming-Hang Common
shares		 4,808,363
0.81%
Vice
Chairman		 Tsai, Feng-Tzu 1,122,375
0.19%
Director Miau, Matthew Feng
Chiang
MiTAC
International Corp.
Rep.
190,396,939		 32.16%
Director Lin, Chuan-Cheng
Director Chou, Teh-Chien Lien Hwa
Industrial Holdings
Corp. Rep.
 7,210,000 1.22%
Director Miau, Scott Matthew
Independent
Director		 Lin, Kuan-Ming 0
0.00%
Independent
Director		 Lin, Long-Song 0
0.00%
Independent
Director		 Chang, Chia-Hsin 0
0.00%
Total 203,537,677

Total shares issued as of 4/2/2021 ： 592,098,900 common shares.

Note ： Under the relevant regulations for the ROC, Getac’s Directors are required to hold in the aggregate not less than 18,947,164 shares.As of 4/2/2021, Getac’s Directors together held 203,537,677 shares.

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