Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

INVENTEC AGM Information 2023

Jun 21, 2023

52026_rns_2023-06-21_552f3993-66ac-4b68-b5bc-a249b2ae671b.pdf

AGM Information

Open in viewer

Opens in your device viewer

Stock Code: 2356

Inventec Corporation

==> picture [188 x 38] intentionally omitted <==

2023 Annual General Shareholders’ Meeting

Meeting Agenda

Time: Tuesday, June 13, 2023. 9:00 a.m. Place: No.1, Sec. 4, Zhongshan N. Rd., Zhongshan District., Taipei City. International Reception Room of Grand Hotel Taipei. Physical conference held.

This English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.

==> picture [416 x 72] intentionally omitted <==

Table of Contents

able of Contents
A. Meeting Agenda……………………………………………………………… 01
B. Report Items………………………………………………………………….. 02
C. Ratification Items…………………………………………………………….. 03
D. Election Matters……………………………………………………………... 04
E. Other Proposal………………………………………………………………... 09
Appendix
1. 2022 Business Report………….…………..………………………………….. 11
2. 2022 Audit Committee’s Review Report……………………………………... 14
3. Independent Auditors’ report and Individual Financial Statements for Year
2022………………………..………………………………………………….. 15
4. Independent Auditors’ report and Consolidated Financial Statements for Year
2022..………………………………………………………………………….. 23
5. Profit Distribution Table for Year 2022……………………………………….. 32
6. Articles of Incorporation…...………………….…..………………………….. 33
7. Rules of Procedures for Shareholders Meetings…...………………………… 42
8. Procedures for Election of Directors…...………………….…..……………… 53
9. Shareholdings of Directors ………………..……………….............................. 56

A. Meeting Agenda

Time: Tuesday, June 13, 2023. 9:00 a.m.

Place: No.1, Sec. 4, Zhongshan N. Rd., Zhongshan District., Taipei City. International Reception Room of Grand Hotel Taipei.

Physical conference held.

  • A. Call the Meeting to Order

B. Chairman Remarks

  • C. Report Items:

  • (1) 2022 Business Report

  • (2) 2022 Audit Committee’s Review Report

  • (3) The Status of Distribution Remuneration of Employees and Directors in 2022

  • (4) The Status of Distribution of Profits in Cash Dividends to Shareholders in 2022

D. Ratification Items:

  • (1) Ratification of the 2022 Business Report and Financial Statements

  • (2) Adoption of the Proposal for Distribution of 2022 Profits

  • E. Election Matters: Proposes to elect new directors.

  • F. Other Proposal: Proposal of release the prohibition on Directors and their representatives from participation in competitive business.

  • G. Extraordinary Motions

  • H. Adjournment

1

B. Report Items

  1. 2022 Business Report (Please refer to Appendix 1)

  2. 2022 Audit Committee’s Review Report (Please refer to Appendix 2)

  3. The Status of Distribution Remuneration of Employees and Directors in 2022 Explanation: (1) According to the article 26 of Articles of Incorporation, if the Company has a profit of the year shall distribute not less than 3% of the balance as remuneration to Employees and not more than 3% to Directors of the Corporation.

  4. (2) The board of directors and remuneration committee resolved to distribute NT $ 516,363,664 to remuneration of employees in cash and NT$ 68,342,250 to remuneration of directors. There is no difference between the amount of distribution and the expense which is recognized in 2022.

  5. The Status of Distribution of Profits in Cash Dividends to Shareholders in 2022 Explanation: (1) According to article 27 of Articles of Incorporation, the Company authorize the Board of Directors to distribute dividends and bonuses in cash after resolution and submitted such distribution to the shareholders’ meeting.

(2) The distributable net profit for 2022 is NT$ 7,408,955,541 and the proposed cash dividend to shareholders is NT$ 1.5 per share (NT$ 5,381,212,599).

  • (3) The Board of Directors had resolved this profits distribution proposal and is authorized to set the ex-dividend date, payment date and arrange other related matters. In addition, the Board of directors is authorized to adjust the cash distribution ratio in case of change in the number of outstanding shares of the Company.

2

C. Ratification Items

Item 1 Proposed by the Board

Proposal: Ratification of the 2022 Business Report and Financial Statements.

  • Explanation: The Company’s 2022 Individual Financial Statements and Consolidated Financial Statements, including the balance sheet, comprehensive income statement, statements of cash flows, and statement of changes in equity, were audited by independent accountants, Wan-Wan Lin and Rou-Lan Kuo of KPMG Certified Public Accountants. Also, Business Report and Financial Statements have been approved by the Board and examined by the Audit Committee of Inventec Corporation. (Please refer to Appendix 1 for Business Report, Appendix 3 for Independent Accountants’ Audit Report and Individual Finance Statements, and Appendix 4 for Independent Accountants’ Audit Report and Consolidated Finance Statements.)

Resolution:

Item2 Proposed by the Board

Proposal: Adoption of the Proposal for Distribution of 2022 Profits

Explanation: The 2022 Profit distribution table had been resolved by the Board of Directors and reviewed by the Audit Committee, please refer to Appendix 5.

Resolution:

3

D. Election Matters

Proposal: Proposes to Elect New Directors.

  • Explanation: (1) The present directors (16[th] ) of the Company were elected at shareholders’ meeting on June 12, 2020 for a term of office of three years and the term of office will expire in June 12, 2023.

  • (2) According to Article of Incorporation, The Company shall elect new directors at shareholders’ meeting of this year. The 17[th] nine directors (including three independent directors) shall be elected, and their three-year term will start from June 13, 2023 and conclude on June 12, 2026. The term of present directors will end until the shareholders’ meeting is completed. According to Article of Incorporation, the election adopts the candidate nomination system. The list of nominees had been resolved by the Board of Directors as the list of candidates for directors on March 14, 2023 and the shareholders shall elect the directors from the list. For the “Procedures for Election of Directors” of the Company, please refer to appendix 8.

  • (3) Please refer to relevant information of the list of candidates for directors and independent directors below:

4

Type Name of
nominee
Educations Experiences Current Positions Shareholding
(shares)
Director Cho, Tom-Hwar Electrical Engineering,
National Taiwan
University.
EMBA, Shanghai Jiao
Tong University.
Chairman, Inventec Corporation.
Chairman, Inventec Solar Energy
Corporation.
Director, Inventec Appliances
Corporation.
Director, Simplo Technology Co.,
Ltd.
Chairman, Inventec Corporation.
Chairman, Inventec Investments Co., Ltd.
Director, Inventec Corporation (Hong Kong), Ltd.
Director, Inventec (Cayman) Corporation.
Director, IEC (Cayman) Corporation.
Director, Inventec Holding (North America) Corporation.
Director, Inventec (USA) Corporation.
Director, Inventec Manufacturing (North America)
Corporation.
Director, Inventec Configuration (North America)
Corporation.
Director, Inventec Distribution(North America) Corp.
Director, IEC Technologies,S.de R.L.de C.V.
Director, Inventec Development Japan Corporation.
Director, Inventec Japan Corporation.
1,004,311
Director Yeh, Kuo-I Taipei Municipal Shilin
High School of
Commerce
Chairman, Inventec Corporation Chairman, First Generation Investment Co. Ltd.
Director, Inventec Corporation (Hong Kong), Ltd.
Director, Inventec Group Charity Foundation.
Supervisor, RNS Asset Management Company
176,361,330
Director Wen, Shih-Chih Xihu Vocational High
School of Industry and
Commerce
Chairman, Shyh Shiunn Investment Corp. 35,685,590
Chairman, Shyh Shiunn
Investment Corp.
Director Lee, Tsu-Chin Bachelor of Economics,
Tunghai University
Chairman, Inventec Corporation Chairman, Inventec Group Charity Foundation
Chairman, Esther Investment Co., Ltd.
Chiarman, Taiwan Electrical and Electronic Manufacturers’
Association.
115,833,835

5

Type Name of
nominee
Educations Experiences Current Positions Shareholding
(shares)
Director Chang, Ching-
Sung
Master of Electrical
Engineering, National
Taiwan University
Chairman, Inventec Appliances Corporation.
Chairman, Inventec Appliances (Shanghai) Co. Ltd.
Chairman, Inventec Appliances (Pudong) Corporation.
Chairman, Inventec Appliances (Jiangning) Corporation.
Chairman, Inventec Appliances (Nanchang) Corporation.
Chairman, Inventec Easy Doctor Corporation.
Executive Director, Inventec Appliances (XI'AN)
Corporation.
Executive Director, Inventec Appliances (Shanghai)
Enterprise Co., Ltd.
Executive Director, APEX Business Management &
Consulting (Shanghai) Co., Ltd.
Executive Director, Inventec Appliances (Nanjing)
Corporation.
Director, Inventec Appliances (Cayman) Holding
Corporation.
Director, Inventec Appliances (USA) Distribution
Corporation.
Director, Inventec Appliances USA Inc.
Director, Inventec Appliances (Nanchang) Intelligent
Manufacturing Co., Ltd.
Director, Inventec Appliances (Malaysia) SDN.BHD.
788,644
Chairman, Inventec Appliances
Corporation

6

Type Name of
nominee
Educations Experiences Current Positions Shareholding
(shares)
Director Yeh, Li-Cheng Master of Information
Engineering, Pace
University
Chairman, Fulltime Investment
Corporation
Chairman, Goldshare Investment
Corporation.
Chairman, Fulltime Investment Corporation.
Chairman, Goldshare Investment Corporation.
Chairman, RNS Asset Management Company.
Chairman, AIMobile Co., Ltd.
Chairman, InveneXt System Co., Ltd.
Vice Chairman, Royal Base Corporation.
Director, Inventec Appliances Corporation.
Director, WIN Semiconductors Corporation.
Director, Inventec Besta Co., Ltd.
Director, Chainwin Biotech and Agrotech (Cayman Islands)
Ltd.
Director, Inventec Group Charity Foundation.
President, Saint Investment Consulting Corporation.
117,412,472
Independent
Director
Chang, Chang-
Pang
Master of Laws,
National Cheng-Chi
University.
Bachelor of Law,
Fu Jen Catholic
University.
Chief Executive Officer, Lien
Chan Foundation for Peace and
Development.
Chairman, Fuhwa Financial
Holding Co., LTD.
Deputy Minister, Ministry of
Economic Affairs.
Deputy Secretary-General,
Executive Yuan.
Administrative Deputy Minister,
Ministry of Finance.
Chairperson, Securities and
Futures Commission, Ministry of
Finance.
Chief Executive Officer, Lien Chan Foundation for Peace and
Development.
Chairman, Grand Cathay Venture Capital Co.,Ltd.
Chairman, Asia-Pacific Emerging Industries Venture Capital
Co., Ltd.
Chairman, Prudence Venture Investment Corporation.
Chairman, Global Investment Holdings Co.,Ltd.
Independent Director, Formosa Petrochemical Corporation.
Director, Grand Cathay Venture CapitalⅡCo.,Ltd.
Director, Inventec Group Charity Foundation.
Managing Director, China Investment and Development
Co.,Ltd

0

7

Type Name of
nominee
Educations Experiences Current Positions Shareholding
(shares)
Independent
Director
Chen, Ruey-
Long
Bachelor of Economics,
National Chung-Hsing
University.
Chairman, Sinocon Industrial
Standards Foundation.
Chairman, Institute for
Information Industry.
Minister, Ministry of Economic
Affairs.
Chairman, Sinocon Industrial Standards Foundation.
Chairman & CEO, China Petrochemical Development
Corporation.
Independent Director, Formosa Chemicals & Fibre
Corporation.
Director, HannStar Board Corporation.
Director, Asia Cement Corporation.
Director, Kaohsiung Monomer Company Ltd.
Director, BES Engineering Corporation.
Director, Tatung Company.
Director, Taivex Therapeutics Corporation.
Director, Inventec Group Charity Foundation.
0
Independent
Director
Wea, Chi-Lin Doctor of Economics,
University of Paris.
Chairman, Land Bank of Taiwan.
Secretary-General, Executive
Yuan.
Administrative Deputy
Chairperson, International
Business, National Taiwan
University
Chairman, IBF Financial Holdings Co., Ltd.
Chairman, International Bills Finance Corporation.
Chairman, Top Taiwan VI Venture Capital Co., Ltd.
Chairman, Top Taiwan VIII Venture Capital Co., Ltd.
Independent Director, Formosa Plastics Corporation.
Director, AcBel Polytech Inc.
Director, Nuvoton Technology Corporation.
Director, Elan Microelectronics Corporation.
Director, Avatack Co., Ltd.,
Director, Rakuten International Commercial Bank Co., Ltd.
Director, Inventec Group Charity Foundation.
Supervisor, Breeze Comprehensive Development.
Adjunct Professor, Business Administration, National Taiwan
University.
0

Election Results:

8

E. Other Proposals Proposed by the Board

Proposal: Proposal for Release the Prohibition on New Directors and Their Representatives from Participation in Competitive Business.

Explanation: (1) According to provisions of Company Act Article 209, a director who

of the Company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

  • (2) Propose to the shareholders’ meeting to approved that the prohibition of business strife on current re-elected directors were lifted from the onboard date.

  • (3) For the scope of the new directors to lift the competitive behavior restrictions, please refer to the following table of the director's concurrent positions in another companies.

Position Name Concurrent position in another company
Director Yeh, Kuo-I Chairman, First Generation Investment Co. Ltd.
Supervisor, RNS Asset Management Company.
Director Wen, Shih-Chih Chairman, Shyh Shiunn Investment Corp.
Director Lee, Tsu-Chin Chairman, Esther Investment Co., Ltd.
Director Yeh, Li-Cheng Chairman, Fulltime Investment Corporation.
Chairman, Goldshare Investment Corporation.
Chairman, RNS Asset Management Company.
Chairman, AIMobile Co., Ltd.
Vice Chairman, Royal Base Corporation.
Director, WIN Semiconductors Corporation.
Director, Inventec Besta Co., Ltd.
Director, Chainwin Biotech and Agrotech (Cayman Islands) Ltd.
President, Saint Investment Consulting Corporation.

9

Position Name Concurrent position in another company
Independent Director Chang, Chang-Pang Chairman, Grand Cathay Venture Capital Co.,Ltd.
Chairman, Asia-Pacific Emerging Industries Venture Capital Co., Ltd.
Chairman, Prudence Venture Investment Corporation.
Chairman, Global Investment Holdings Co.,Ltd.
Independent Director, Formosa Petrochemical Corporation.
Director, Grand Cathay Venture CapitalⅡCo.,Ltd.
Managing Director, China Investment and Development Co.,Ltd
Independent Director Chen, Ruey-Long Chairman & CEO, China Petrochemical Development Corporation.
Independent Director, Formosa Chemicals & Fibre Corporation.
Director, HannStar Board Corporation.
Director, Asia Cement Corporation.
Director, Kaohsiung Monomer Company Ltd.
Director, BES Engineering Corporation.
Director, Tatung Company.
Director,Taivex Therapeutics Corporation.
Independent Director Wea, Chi-Lin Chairman, IBF Financial Holdings Co., Ltd.
Chairman, International Bills Finance Corporation.
Chairman, Top Taiwan VI Venture Capital Co., Ltd.
Chairman, Top Taiwan VIII Venture Capital Co., Ltd.
Independent Director, Formosa Plastics Corporation.
Director, AcBel Polytech Inc.
Director, Nuvoton Technology Corporation.
Director, Elan Microelectronics Corporation.
Director, Avatack Co., Ltd.,
Director, Rakuten International Commercial Bank Co., Ltd.
Supervisor,Breeze Comprehensive Development.

Resolution:

F. Extraordinary Motions

G. Adjournment

10

Appendix 1

Business Report

In the face of new challenges during the post-pandemic era, and global inflation upward pressure driven by soaring energy and raw material prices, along with the persistent impact of geopolitical risks, Inventec's management team continues to adopt effective contingency strategies, monitor market trends closely and adjust synchronous response plans to ensure normal operations at all plants and protect the health and safety of all employees during the coronavirus pandemic. In the meantime, Inventec has posted record annual operating revenue through providing competitive and high-quality products to our customers. We would like to thank all shareholders for their long-term support and trust.

2022 Operating Results and Technology Development

In 2022, Inventec’s consolidated operating revenue reached NT$541.7 billion, an increase of 4.24% from 2021 (the consolidated operating revenue of NT$519.7 billion). Meanwhile, the consolidated net operating income reached NT$6.6 billion, an increase of 41.16% from 2021. However, since non-operating income and expenses were affected by the slowdown in the revitalization pace of idle assets as well as the increase in operating costs due to the supply chain disruption, the consolidated profit before tax was NT$7.1 billion, a decrease of 6.78% from 2021. As a result, the net profit after tax attributable to shareholders of the parent company was NT$6.1 billion, a decrease of 6.26% from the previous year. Consolidated earnings per share after tax was NT$1.71.

Although the demand for laptop computer products was affected by inventory adjustments of brand customers in the second half of 2022, Inventec's operating revenue from laptop computers only decreased slightly by 5% compared to the same period last year, primarily due to the boost of development of new models and the growth in gaming laptop computers. Despite supply chain disruptions, the operating revenue from server products still increased by nearly 18% year-on-year thanks to strong demand growth of large data centers. Smart device products have recovered from the slide last year and contributed NT$35 billion in operating revenue, supported by new products.

In response to geopolitical risks, Inventec continues to expand its production capacity in Czech Republic in Europe and Mexico in the Americas, while the subsidiary Inventec Appliances Corp. is also expanding its deployment in Southeast Asia simultaneously to strengthen smart product manufacturing and meet customer needs.

In terms of new technology applications, Inventec, together with Intel and Microsoft, has launched 5G Next Lab to provide AI-integrated 5G connectivity solution built on world-class chips and industry-leading core network software, applicable to various smart scenarios such as smart factories, smart homes, smart healthcare and smart transportation to drive next-generation industrial innovation.

11

As for the development of emerging businesses, Inventec focuses on the application of in-vehicle products, the introduction of 5G-related integrated products, smart healthcare, cloud-based health management and precision medicine. At present, a number of products and solutions have been launched and successfully promoted into domestic and overseas markets.

Outstanding Achievements in Sustainable Development

Inventec has established the "Sustainability Committee" (hereinafter referred to as the Committee) and set up the "Sustainability Office" as a dedicated unit to assist the Committee in performing various ESG sustainability initiatives. The Committee has also set up six functional teams, including corporate governance, green innovation, sustainable environment, sustainable supply chain, risk management and social inclusion, to develop strategies and implement various projects. Through the specialized division of functional teams and cross-departmental cooperation, the Committee will lead all colleagues to work together for sustainable development and contribute to environmental protection, corporate governance, and social participation at all levels. The goal is to internalize the spirit of sustainability into the DNA of the Company, realize the value of innovation with modesty and practice, and set a new benchmark for sustainable enterprises.

Inventec has achieved outstanding results in promoting sustainable development. In view of the rapid changes in the circular economy and technology, the Company actively promotes various ESG governance indicators such as "Green Energy and Environmental Protection", "Smart Manufacturing", "5G Mobile Communication" and "Digital Transformation", so that customers, suppliers and Inventec can achieve a win-win situation for all parties. In terms of concrete results, the Company has been highly recognized by all sectors, and has won honors such as "Best Companies to Work for in Asia 2022" in Taiwan, "Excellence in Corporate Social Responsibility" Award by CommonWealth Magazine, "Taiwan Top 100 Sustainable Model Enterprise Award" and "Corporate Sustainability Report Award - Platinum".

The Business Plan for 2023 and Future Outlook

Given the impact of persistent inflation, geopolitical factors and diversified production strategies, the global economic outlook remains conservative. However, the good news is that the borders of countries are gradually reopening and the cycle of interest rate hikes in the U.S. is expected to dwindle in the future, which makes the prospect of a soft landing for the global economy more promising.

Overview of the Business Plan for 2023

(1) The Company will enhance digital resilience and digital management mechanisms through digital transformation action plans and collaborate with partners to create global business opportunities.

12

(2) The Company will focus on three key areas in its internal management to enhance profitability: 1. Establish an optimal inventory level to reduce the impact of interest rate spikes; 2. Strictly control operating expenses and saving costs; 3. Improve production efficiency and enhance automation at each plant.

(3) The existing business groups will continue to maintain a stable market share: Laptop computers are expected to see an increase in both shipment volume and average unit price due to the addition of new gaming projects; Servers will continue to grow given the launch of new platform applications and the business expansion of CSP (major cloud service provider); For smart devices, the Vietnam plant is expected to acquire new customers successively and its shipment, revenue and profit contribution look forward to increase after mass production.

(4) As for the new business groups established in 2022, after years of planning and deployment, Inventec has actively invested in the integration of 5G private network systems, automotive electronics with an emphasis on the field of electronic control, and smart medical-related healthcare markets, aiming to jointly drive the growth momentum for the Inventec group.

For a long time, Inventec has always adhered to the Company’s core values of “Innovation, Quality, Open Mind and Execution” to adjust its business strategy in the face of changes within the industrial environment. In line with the United Nations Sustainable Development Goals (SDGs), the Company continues to perform ESG sustainability-related action strategies, which include requiring suppliers to improve the production process and fulfill their environmental protection responsibilities, reducing the carbon footprint of the Group’s production environment, providing a friendly workplace, and expanding participation in caring for the society. Looking into the future, it is expected that Inventec will be able to strengthen its long-term competitive advantages, expand the scale of its business operations, actively develop long-term strategic relationships with partners, and create higher corporate value for shareholders.

We wish all of you good health and all the best.

Chairman: Cho, Tom-Hwar

President: Wu, Yung-Tsai

Accounting Officer: Yu, Chin-Pao

13

Appendix 2

Audit Committee’s Review Report

Date: Mar.14, 2023

The Board of Directors has prepared and submitted to us the Company’s 2022 Business Report, Financial Statements and proposal for profit distribution. The Financial Statements have been audited, certified and issued an audit report by Wan-Wan Lin and Rou-Lan Kuo of KPMG Certified Public Accountants. The Business Report, Financial Statements and profit distribution proposal have been reviewed and determined to be correct and accurate by the Audit Committee members. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

Inventec Corporation

Convener of the Audit Committee: Chang, Chang-Pang

14

Appendix 3-Independent Auditors’ Report and Individual Financial Statements for Year 2022

Independent Auditors’ Report

To the Board of Directors of Inventec Corporation:

Opinion

We have audited the financial statements of Inventec Corporation(“the Company”), which comprise the balance sheet as of December 31, 2022 and 2021, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2022 and 2021, and its financial performance and its cash flows for the years then ended December 31, 2022 and 2021 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors ’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Account of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of 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 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, and we do not provide a separate opinion on these matters.

1. Inventory Valuation

Please refer to Notes (4)(g), (5)(a) and (6)(e) for accounting policies, significant accounting assumptions and judgments, major sources of estimation uncertainty, and related disclosure information for inventory, respectively.

Description of the key audit matter:

The Company’s materials may be obsolescence or slow-moving due to the risk of price decline in inventory, the material prepared for designing products and forecast orders may be canceled or changed, or changed on components and quantities. Therefore, the valuation of inventories has been identified as a key audit matter.

15

How the matter was addressed in our audit:

In relation to the key audit matter above, we have performed certain key audit procedures that included assessing the appropriateness of inventories valuation policies; ensuring the process of inventory valuation is in conformity with the accounting policies; inspecting the inventory aging report; recalculating estimation of inventory valuation based on the Company’s policies.

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.

Auditor’s Responsibilities for the Audit of the Financial Statements

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

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

  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 control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

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

16

  1. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  2. 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.

  3. Obtain sufficient appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain soley responsible for our audit opinion

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

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

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

The engagement partners on the audit resulting in this independent auditors’ report are Wan-Wan Lin and Rou-Lan Kuo.

KPMG

Taipei, Taiwan (Republic of China) March 14, 2023

Notes to Readers

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

The independent auditors’ audit report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and parent company only financial statements, the Chinese version shall prevail.

17

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) INVENTEC CORPORATION

BALANCE SHEETS

December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

ASSETS
Current Assets
1100
Cash and cash equivalents (Notes (4) and (6)(a))
1110
Current financial assets at fair value through profit or loss (Notes (4) and (6)(b))
1120
Current financial assets at fair value through other comprehensive income (Notes (4) and (6)(b))
1170
Accounts receivable, net (Notes (4) and (6)(c))
1180
Accounts receivable due from related parties, net (Notes (4), (6)(c) and (7))
1200
Other receivables, net (Notes (6)(d) and (7))
1310
Inventories (Notes (4) and (6)(e))
1470
Other current assets (Note (6)(k))

Non-current assets
1510
Non-current financial assets at fair value through profit or loss (Notes (4) and (6)(b))
1517
Non-current financial assets at fair value through other comprehensive income (Notes (4) and (6)(b))
1550
Investments accounted for using equity method (Notes (4), (6)(f) and (7))
1600
Property, plant and equipment (Notes (4), (6)(h) and (8))
1755
Right-of-use assets (Notes (4) and (6)(i))
1780
Intangible assets (Notes (4) and (6)(j))
1900
Other non-current assets (Notes (6)(k), (6)(p) and (8))

TOTAL ASSETS
December 31, 2022 December 31, 2021
Amount
%

12,188,253
5
209,799
-
1,521,476
1

68,410,419
28

35,489,138
14

58,209,619
24

11,354,230
5
723,996
-
188,106,930
77
788,955
-

2,151,728
1

37,875,505
16

13,081,621
5
8,352
-
155,539
-
1,581,217
1

55,642,917
23
243,749,847
100
LIABILITIES AND EQUITY
Current Liabilities
2100
Short-term borrowings (Note (6)(l))
2120
Current financial liabilities at fair value through profit or loss (Notes (4) and (6)(b))
2130
Current contract liabilities (Note (6)(s))
2170
Accounts payable
2180
Accounts payable due to related parites, net (Note (7))
2230
Current tax liabilities
2200
Other payables (Note (7))
2280
Current lease liabilities (Notes (4) and (6)(m))
2322
Long-term borrowings, current portion (Note (6)(l))
2399
Other current liabilities

Non-current Liabilities
2540
Long-term borrowings (Note (6)(l))
2580
Non-current lease liabilities (Notes (4) and (6)(m))
2640
Net defined benefit liability, non-current (Notes (4) and (6)(o))
2670
Other non-current liabilities, others (Note (6)(f) and (6)(p))

Total Liabilities
Equity:
3110
Ordinary shares (Note (6)(q))
3200
Capital surplus (Note (6)(q))
Retained earnings (Note (6)(q)):
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
3400
Other equity (Note (6)(q))
Total Equity
TOTAL LIABILITIES AND EQUITY
December 31, 2022 December 31, 2021
Amount
%

32,678,217
13
112,133
-

6,692,362
3

48,062,057
20

68,966,168
28

1,144,254
-

5,495,327
2
5,069
-
7,217,500
3

8,580,885
4

178,263,811
74

132,622
-
2,616,524
1
42,794,216
18
13,108,522
6
9,631
-
162,120
-
2,055,013
1

163,619,001
68


178,953,972
73

10,746,000
5
3,951
-
478,194
-
4,741,255
2


2,450,000
1
3,423
-
589,919
-

4,667,829
2

15,969,400
7


7,711,171
3

60,878,648
26

179,588,401
75


186,665,143
76

35,874,751
15
2,899,927
1
12,747,957
5
2,714,597
1
6,764,615
3
(1,447,789)
-


35,874,751
15

2,899,592
1

12,093,033
5

1,901,925
1

7,030,001
3
(2,714,598)
(1)

59,554,058
25



57,084,704
24
$
239,142,459
100

$
239,142,459
100


243,749,847
100

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

18

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) INVENTEC CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME

For the Years Ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

4000
Operating revenue (Notes (4), (6)(s) and (7))
5000
Operating costs (Notes (6)(e) and (7))
Gross profit from operations
5910
Less:Unrealized profit (loss) from sales (Note (7))
5920
Add:Realized profit (loss) from sales (Note (7))
Operating expenses (Notes (6)(c), (d), (t) and (7)):
6100
Selling expenses
6200
Administrative expenses
6300
Research and development expenses
6450
Impairment losses (impairment gains and reversal of impairment losses) determined in accordance
with IFRS 9
Net operating income
Non-operating income and expenses (Notes (6)(f), (6)(u) and (7)):
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of (loss) profit of subsidiaries, associates and joint ventures accounted for using equity
method
7900
Profit before tax
7950
Less: Income tax expenses (Notes (4) and (6)(p))
8200
Profit
Other comprehensive income (loss):
8310
Components of other comprehensive income (loss) that will not be reclassified to profit or loss
8311
Gains (losses) on remeasurements of defined benefit plans
8316
Unrealized (losses) gains from investments in equity instruments measured at fair value through
other comprehensive income
8330
Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for
using equity method, components of other comprehensive income that will not be reclassified
to profit or loss
8349
Income tax related to components of other comprehensive income that will not be reclassified to
profit or loss
8360
Components of other comprehensive income (loss) that will be reclassified to profit or loss
8361
Exchange differences on translation of foreign financial statements
8380
Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for
using equity method, components of other comprehensive income that will be reclassified to
profit or loss
8399
Income tax related to components of other comprehensive income that will be reclassified to profit
or loss
Other comprehensive income (loss), net of income tax
8500
Total comprehensive income
Earnings per share (Notes (4) and (6)(r))
9750
Basic earnings per share (NT dollars)
9850
Diluted earnings per share (NT dollars)
For the y ears ende d December 31, %
100
97
2022 %
100
96
2021
Amount
$ 452,365,599
434,629,894
Amount
440,973,660
427,814,434

17,735,705
22,319
17,394
4
-
-

13,159,226
17,394
11,807
3
-
-

17,730,780
4
13,153,639
3

2,144,210
1,887,769
7,176,225

(10,318)
-
-
2
-

2,062,040
1,815,954
6,430,989
74,291
1
-
1
-

11,197,886
2
10,383,274
2

6,532,894
2
2,770,365
1

176,060
63,894
1,959,579
(1,609,256)
(114,293)
-
-
-
-
-

10,466
154,191
100,515
(423,852)
5,088,208
-
-
-
-
1

475,984
-
4,929,528
1

7,008,878
880,092
2
-

7,699,893
1,162,128
2
-

6,128,786
2
6,537,765
2

59,282
(802,122)
(412,858)
11,856
-
-
-
-

16,050
15,162
(259,598)
3,210
-
-
-
-

(1,167,554)
-
(231,596)
-

286,241
2,244,011

-
-
-
-

(52,317)
(517,286)
-
-
-
-
2,530,252 - (569,603) -

1,362,698
-
(801,199)
-

$
7,491,484
2
5,736,566
2

$
1.71 1.82
$ 1.70 1.81

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

19

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) INVENTEC CORPORATION

STATEMENTS OF CHANGES IN EQUITY

For the Years Ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2021
Profit for the period
Other comprehensive income (loss) for the period
Total comprehensive income (loss) for the period
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends on ordinary shares
Changes in equity of associates and joint ventures accounted for using equity
method
Disposal of investments in equity instruments designated at fair value through
other comprehensive income
Balance at December 31, 2021
Profit the period
Other comprehensive income (loss) for the period
Total comprehensive income (loss) for the period
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends on ordinary share
Changes in equity of associates and joint ventures accounted for using equity
method
Balance at December 31, 2022
Share capital Capital
Surplus
Retained Earnings Other Equity Other Equity Total
Equity

57,984,659
6,537,765

(801,199)
Exchange
Differences on
Translation

of Foreign
Financial
Statements
Unrealized gains
(losses) from
financial assets
measured at fair
value
through other
comprehensive
income
Oradinary
Shares
Legal
Reserve
Special reserve
Unappropriated
Retained Earnings

11,345,901
1,822,004
7,944,644
-
-
6,537,765
-
-
12,847
$ 35,874,751
-
-

2,899,284
-
-

(2,467,365)

-

(569,603)

565,440
-

(244,443)
- -
-
-
6,550,612



(569,603)



(244,443)



5,736,566
-
-
-
-
-
-
-
-
308
-

747,132
-
(747,132)
-
79,921
(79,921)
-
-
(6,636,829)

-
-
-
-
-
(1,373)



-

-

-
-

-


-
-
-
-
1,373


-
-
(6,636,829)
308

-
35,874,751
-
-

2,899,592
-
-


12,093,033
1,901,925
7,030,001
-
-
6,128,786
-
-
95,889


(3,036,968)

-

2,530,252


322,370
-

(1,263,443)


57,084,704
6,128,786

1,362,698
- -
-
-
6,224,675



2,530,252



(1,263,443)



7,491,484
-
-
-
-
-
-
-
335

654,924
-
(654,924)
-
812,672
(812,672)
-
-
(5,022,465)

-
-
-



-

-

-
-


-
-
-
-


-
-
(5,022,465)
335
$
35,874,751

2,899,927

12,747,957
2,714,597
6,764,615

(506,716)

(941,073)

59,554,058

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

20

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) INVENTEC CORPORATION

STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit
Depreciation expense
Amortization expense
Expected credit (reversal gain) loss
Interest expense
Interest income
Dividend income
Share of (loss) profit of subsidiaries, associates and joint ventures accounted for using
equity method
Gain on disposal of property, plant and equipment
Gain on disposal of other assets
Loss on disposal of investments accounted for using equity method
Unrealized foreign exchange loss (gain)
Other adjustments
Total adjustments to reconcile profit
Changes in operating assets and liabilities:
Changes in operating assets:
(Increase) decrease in financial assets at fair value through profit or loss, mandatorily
measured at fair value
Decrease (increase) in accounts receivable
Increase in other receivable
Increase in inventories
(Increase) decrease in other current assets
Total changes in operating assets
Changes in operating liabilities:
Increase (decrease) in financial liabilities held for trading
Increase in contract liabilities
(Decrease) increase in accounts payable
Increase (decrease) in other payables
Increase in other current liabilities
Decrease in net defined benefit liabilities
Total changes in operating liabilities
Total changes in operating assets and liabilities
Total adjustments
Cash inflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows from operating activities
2022
$ 7,008,878
637,720
418,421
(10,318)
1,609,256
(176,060)
(32,504)
114,293
(2,779)
-
-
309,392
31
2021
7,699,893
634,481
650,761
74,291
423,852
(10,466)
(123,577)
(5,088,208)
(7,017)
(339)
25,025
(144,632)
-
2,867,452 (3,565,829)

(158,733)
22,591,072
(10,013,756)
(468,806)
(193,977)

122,521
(17,387,183)
(3,590,528)
(8,966,285)
2,148,982

11,755,800

(27,672,493)

180,250
4,949,840
(4,382,524)
407,269
2,600,268
(52,443)

(69,935)
455,983
27,351,060
(171,999)
724,686
(50,202)

3,702,660

28,239,593

15,458,460

567,100

18,325,912

(2,998,729)

25,334,790
173,590
176,447
(1,313,524)
(548,076)

4,701,164
10,899
790,087
(403,837)
(148,181)

23,823,227

4,950,132

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

21

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) INVENTEC CORPORATION

STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Cash flows used in investing activities:
Acquisition of financial assets at fair value through other comprehensive income
Proceeds from capital reduction of financial assets at fair value through other comprehensive
income
Acquisition of financial assets at fair value through profit or loss
Proceeds from disposal of financial assets at fair value through profit or loss
Acquisition of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Proceeds from disposal of intangible assets
Increase in other non-current assets
Net cash flows used in investing activities
Cash flows from financing activities:
Decrease (increase) in short-term borrowings
Proceeds from long-term borrowings
Repayments of long-term borrowings
(Decrease) increase in other non-current liabilities
Cash dividends paid
Payment of lease liabilities
Net cash flows (used in) from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2022
(300,000)
-
-
578,443
(3,031,400)
(661,000)
3,483
(193,856)
-
(629,031)
2021
(41,845)
4,838
(32,250)
-
(194,740)
(190,345)
25,306
(247,305)
40
(309,677)

(4,233,361)

(985,978)

(10,509,979)
10,509,400
(8,809,900)
(5,166)
(5,022,465)
(5,802)

8,648,131
18,145,000
(17,198,000)
5,529
(6,636,829)
(5,854)

(13,843,912)

2,957,977

5,745,954
12,188,253

6,922,131
5,266,122

$
17,934,207

12,188,253

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

22

Appendix 4-Independent Auditors’ Report and Consolidated Financial Statements for Year 2022

Independent Auditors’ Report

To the Board of Directors of Inventec Corporation:

Opinion

We have audited the consolidated financial statements of Inventec Corporation and its subsidiaries (“the Group”), which comprise the consolidated balance sheets as of December 31, 2022 and 2021, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2022 and 2021, and its consolidated financial performance and its consolidated cash flows for the years then ended December 31, 2022 and 2021 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Account of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of 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, and we do not provide a separate opinion on these matters.

1. Inventory Valuation

Please refer to Notes (4)(h), (5) and (6)(e) for accounting policies, significant accounting assumptions and judgments, major sources of estimation uncertainty and related disclosure information for inventory, respectively.

Description of the key audit matter:

The Group’s materials may be obsolescence or slow-moving due to the risk of price decline in inventory, the material prepared for designing products and forecast orders may be canceled or changed, or changed on components and quantities. Therefore, the valuation of inventories has been identified as a key audit matter.

23

How the matter was addressed in our audit:

In relation to the key audit matter above, we have performed certain key audit procedures that included assessing the appropriateness of inventories valuation policies; ensuring the process of inventory valuation is in conformity with the accounting policies; inspecting the inventory aging report; recalculating estimation of inventory valuation based on the Group’s policies.

2. The offsetting agreements of financial assets and liabilities

Please refer to Notes (4)(g), (6)(b) and (6)(x) for accounting policy and detailed information on the agreements of financial assets and liabilities offsetting.

Description of the key audit matter:

In order to use fund flexibly, the Group handled multiple kinds of financial instruments which IAS was endorsed by FSC to offset financial assets and liabilities and be reported in the balance sheet. The disclosure of financial instruments which are not expired on the reporting date would influence the judgment of report reader.

How the matter was addressed in our audit:

In relation to the key audit matter above, we have performed certain key audit procedures that included examining whether the amount of the signed contract were within the scope authorized by the Board of Directors; sampling transactions in 2022 to examine whether contracts were signed with banks; reviewing the contracts to check if the regulation of offsetting criteria was met; and assessing whether the disclosure of financial assets and liabilities offsetting is appropriate.

Other Matter

Inventec Corporation has additionally prepared its parent company only financial statements as of and for the years ended December 31, 2022 and 2021, on which we have issued an unqualified opinion.

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 Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance (including the Audit Committee) are responsible for overseeing the Group’s financial reporting process.

24

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

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

  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 obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

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

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

  5. 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.

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

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

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

25

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

The engagement partners on the audit resulting in this independent auditors’ report are Wan-Wan Lin and Rou-Lan Kuo.

KPMG

Taipei, Taiwan (Republic of China) March 14, 2023

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

The independent auditors’ audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ audit report and consolidated financial statements, the Chinese version shall prevail.

26

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) INVENTEC CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

ASSETS
Current Assets
1100
Cash and cash equivalents (Notes (4) and (6)(a))
1110
Current financial assets at fair value through profit or loss (Notes (4) and (6)(b))
1120
Current financial assets at fair value through other comprehensive income (Notes (4) and (6)(b))
1170
Accounts receivable, net (Notes (4), (6)(c) and (7))
1200
Other receivables, net (Notes (6)(d) and (7))
1310
Inventories (Notes (4) and (6)(e))
1470
Other current assets (Notes (6)(k) and (8))

Non-current assets
1510
Non-current financial assets at fair value through profit or loss (Notes (4) and (6)(b))
1517
Non-current financial assets at fair value through other comprehensive income (Notes (4) and (6)(b))
1550
Investments accounted for using equity method (Notes (4) and (6)(f))
1600
Property, plant and equipment (Notes (4), (6)(h) and (8))
1755
Right-of-use assets (Notes (4), (6)(i) and (8))
1780
Intangible assets (Notes (4) and (6)(j))
1900
Other non-current assets (Notes (6)(k), (q) and (8))

TOTAL ASSETS
December 31, 2022 December 31, 2021
Amount
%

34,787,912
14
1,343,945
1
1,521,476
1

103,795,621
42

884,098
-

62,417,356
25
2,873,014
1
207,623,422
84
893,885
-

4,192,435
2
300,127
-

27,466,491
11

3,162,003
1

967,451
-
3,009,608
2

39,992,000
16
247,615,422
100
LIABILITIES AND EQUITY
Current Liabilities
2100
Short-term borrowings (Note (6)(m))
2120
Current financial liabilities at fair value through profit or loss (Notes (4) and (6)(b))
2130
Current contract liabilities (Note (6)(u))
2170
Accounts payable (Note (7))
2230
Current tax liabilities
2200
Other payables (Note (7))
2322
Long-term borrowings, current portion (Note (6)(m))
2280
Current lease liabilities (Notes (4) and (6)(n))
2399
Other current liabilities, others (Notes (6)(l) and (q))

Non-current Liabilities
2540
Long-term borrowings (Note (6)(m))
2640
Net defined benefit liability, non-current (Notes (4) and (6)(p))
2580
Non-current lease liabilities (Notes (4) and (6)(n))
2670
Other non-current liabilities, others (Notes (6)(l) and (q))

Total Liabilities
Equity attributable to owners of parent
3110
Ordinary shares (Note (6)(r))
3200
Capital surplus (Note (6)(r))
3300
Retained earnings (Note (6)(r))
3400
Other equity (Note (6)(r))
Total equity attributable to owners of parent
36XX
Non-controlling interests (Note (r))
Total Equity
TOTAL LIABILITIES AND EQUITY
December 31, 2022 December 31, 2021
Amount
%

54,694,565
22
112,133
-

7,562,873
3

84,907,477
34

2,374,435
1

10,524,706
4
7,248,244
3
182,996
-

12,472,789
5

190,194,241
81

225,057
-
4,096,512
2
443,563
-
31,210,871
13
3,030,466
1
975,242
1
4,039,653
2

155,999,609
67


180,080,218
72

12,833,351
6
478,194
-
542,865
-
5,555,332
2


3,790,708
2
589,919
-
693,497
-

6,062,986
3

19,409,742
8


11,137,110
5

44,021,364
19

175,409,351
75


191,217,328
77

35,874,751
15
2,899,927
1
22,227,169
9
(1,447,789)
-


35,874,751
14

2,899,592
1

21,024,959
9
(2,714,598)
(1)

59,554,058
25
(747,804)
-



57,084,704
23
(686,610)
-

58,806,254
25


56,398,094
23
$
234,215,605
100

$
234,215,605
100


247,615,422
100

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

27

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) INVENTEC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

4000
Operating revenue(Notes (4), (6)(u) and (7))
5000
Operating costs(Notes (6)(e) and (7))
5900
Gross profit from operations
Operating expenses (Notes (6)(c), (6)(v) and (7)):
6100
Selling expenses
6200
Administrative expenses
6300
Research and development expenses
6450
Impairment losses (impairment gains and reversal of impairment losses) determined in accordance
with IFRS9
6900
Net operating income
Non-operating income and expenses(Notes (6)(f), (w) and (7)):
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Shares of (loss) profit of associates and joint ventures accounted for using equity method
7900
Profit before tax
7950
Less: Income tax expenses(Notes (4) and (6)(q))
8000
Profit
Other comprehensive income (loss):
8310
Components of other comprehensive income (loss) that will not be reclassified to profit or loss
8311
Gains on remeasurements of defined benefit plans
8316
Unrealized losses from investments in equity instruments measured at fair value through other
comprehensive income
8320
Shares of other comprehensive income (losses) of associates and joint ventures accounted for
using equity method, components of other comprehensive income that will not be reclassified
to profit or loss
8349
Income tax related to components of other comprehensive income that will not be reclassified to
profit or loss
8360
Components of other comprehensive income (loss) that will be reclassified to profit or loss
8361
Exchange differences on translation of foreign financial statements
8370
Shares of other comprehensive income of associates and joint ventures accounted for using equity
method, components of other comprehensive income that will be reclassified to profit or loss
8399
Income tax related to components of other comprehensive income that will be reclassified to profit
or loss
Other comprehensive income (loss), net of income tax
8500
Total comprehensive income
Profit (loss), attributable to:
8610
Profit, attributable to owners of parent
8620
Profit (loss), attributable to non-controlling interests
Comprehensive income (loss) attributable to:
8710
Comprehensive income, attributable to owners of parent
8720
Comprehensive income (loss), attributable to non-controlling interests
Earnings per share(Notes (4) and (6)(t))
9750
Basic earnings per share (NT dollars)
9850
Diluted earnings per share (NT dollars)
For the y ears ende d December 31 %
100
96
2022 %
100
95
2021
Amount
$ 541,750,850
515,747,708
Amount
519,732,048
497,437,486

26,003,142
5
22,294,562
4

3,241,707
4,004,352
12,095,376
(7,369)
1
1
2
-

3,076,667
3,866,479
10,593,339
33,443
-
1
2
-

19,334,066
4
17,569,928
3

6,669,076
1
4,724,634
1

1,764,316
263,128
1,525,831
(3,035,588)
(9,728)
-
-
-
-
-

1,075,960
378,252
2,220,446
(738,437)
38,329
-
-
-
-
-

507,959
-
2,974,550
-

7,177,035
1,115,026
1
-

7,699,184
1,752,091
1
-

6,062,009
1
5,947,093
1

115,509
(1,263,059)
2,607
22,611
-
-
-
-

16,762
(242,078)
(2,511)
3,769
-
-
-
-

(1,167,554)
-
(231,596)
-

2,530,890
4,821

-
-
-
-

(574,653)
2,914
-
-
-
-
2,535,711 - (571,739) -

1,368,157
-
(803,335)
-

$
7,430,166
1
5,143,758
1

$ 6,128,786
(66,777)
1
-

6,537,765
(590,672)
1
-

$
6,062,009
1
5,947,093
1

$ 7,491,484
(61,318)
1
-

5,736,566
(592,808)
1
-

$
7,430,166
1
5,143,758
1

$
1.71 1.82
$ 1.70 1.81

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

28

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) REVIEWED ONLY, NOT AUDITED IN ACCORDANCE WITH GENERALLY ACCEPTED AUDITING STANDARDS INVENTEC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Years Ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2021
Profit (loss) for the period
Other comprehensive income (loss) for the period
Total comprehensive income (loss) for the period
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends on ordinary shares
Disposal of investments in equity instruments designated at
fair value through other comprehensive income
Others
Balance at December 31, 2021
Profit (loss) for the period
Other comprehensive income (loss) for the period
Total comprehensive income (loss) for the period
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends on ordinary shares
Others
Balance at December 31, 2022
Attributable to owners of parent Attributable to owners of parent Total Equity
Attributable to
Owners of
Parent
Non - controllin
g Interests

57,984,659
(93,916)
6,537,765
(590,672)

(801,199)
(2,136)
Total
Equity

57,890,743

5,947,093

(803,335)
Share Capital Capital
Surplus
Retained Earnings Other Equity
Exchange
Differences on
Translation
Unrealized
Gains (Losses)
from Financial
Assets
Measured at
Fair Value
of Foreign
Financial
Statements
through Other
Comprehensive
Income

(2,467,365)
565,440

-
-

(569,603)
(244,443)
Ordinary
Shares
Legal
Reserve
Special
Reserve

11,345,901
1,822,004
-
-
-
-
Unappropriated
Retained
Earnings
$ 35,874,751
-
-


2,899,284
-
-

7,944,644
6,537,765
12,847
- - -
-

6,550,612




(569,603)
(244,443)




5,736,566
(592,808)



5,143,758
-
-
-
-
-
-
-
-
-
308
747,132
-
-
79,921
-
-
-
-

-
-

(747,132)

(79,921)
(6,636,829)
(1,373)
-




-
-

-
-

-
-

-
1,373
-
-



-
-
-
-
(6,636,829)
-

-
-
308
114


-
-
(6,636,829)
-

422
35,874,751
-
-

2,899,592
-
-

12,093,033
1,901,925
-
-
-
-

7,030,001
6,128,786
95,889

(3,036,968)
322,370

-
-

2,530,252
(1,263,443)

57,084,704
(686,610)
6,128,786
(66,777)

1,362,698
5,459

56,398,094

6,062,009

1,368,157
- - -
-

6,224,675




2,530,252
(1,263,443)




7,491,484
(61,318)



7,430,166
-
-
-
-
-
-
-
335
654,924
-
-
812,672
-
-

-
-

(654,924)

(812,672)
(5,022,465)
-




-
-

-
-

-
-
-
-



-
-
-
-
(5,022,465)
-
335
124


-
-
(5,022,465)

459
$
35,874,751

2,899,927

12,747,957
2,714,597

6,764,615

(506,716)
(941,073)

59,554,058
(747,804)

58,806,254

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

29

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) INVENTEC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit:
Depreciation expense
Amortization expense
Expected credit (reversal gain) loss
Interest expense
Interest income
Dividend income
Share-based payments transactions
Shares of loss (profit) of associates and joint ventures accounted for using equity method
Gain on disposal of property, plant and equipment
(Gain) loss on disposal of investments accounted for using equity method
Impairment loss on non-financial assets
Unrealized foreign exchange gain
Other adjustments
Total adjustments to reconcile profit
Changes in operating assets and liabilities:
Changes in operating assets:
Decrease in financial assets at fair value through profit or loss, mandatorily measured at fair value
Decrease (increase) in accounts receivable
Decrease (increase) in other receivables
Decrease (Increase) in inventories
(Increase) decrease in other current assets
Total changes in operating assets
Changes in operating liabilities:
Increase (decrease) in financial liabilities held for trading
Increase (decrease) in contract liabilities
(Decrease) increase in accounts payable
Decrease in other payables
Increase in other current liabilities
Decrease in net defined benefit liabilities, non-current
Total changes in operating liabilities
Total changes in operating assets and liabilities
Total adjustments
Cash inflow (outflow) generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows from (used in) operating activities
2022
$ 7,177,035
2,171,055
730,313
(7,369)
3,035,588
(1,764,316)
(34,266)
459
9,728
(25,430)
(186)
-
(105,185)
(34,561)
2021
7,699,184
2,361,213
901,608
33,443
738,437
(1,075,960)
(133,902)
422
(38,329)
(1,458,999)
47,269
550,703
(228,023)
1,401

3,975,830

1,699,283

568
13,252,520
110,906
15,803,274
(194,813)

107,325
(12,291,774)
(79,815)
(22,067,263)
1,967,814

28,972,455

(32,363,713)

180,250
5,031,724
(22,385,586)
(74,113)
2,078,535
(52,443)

(136,640)
(262,058)
11,691,774
(1,124,694)
741,515
(50,202)

(15,221,633)

10,859,695

13,750,822

(21,504,018)

17,726,652

(19,804,735)

24,903,687
808,417
34,266
(2,574,658)
(1,053,028)

(12,105,551)
1,035,979
133,902
(740,053)
(851,177)

22,118,684

(12,526,900)

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

30

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) INVENTEC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Cash flows used in investing activities:
Acquisition of financial assets at fair value through other comprehensive income
Proceeds from disposal of financial assets at fair value through other comprehensive income
Acquisition of financial assets at fair value through profit or loss
Proceeds from disposal of financial assets at fair value through profit or loss
Acquisition of investments accounted for using equity method
Proceeds from disposal of investments accounted for using equity method
Proceeds from capital reduction of financial assets at fair value through other comprehensive income
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Net cash flows from loss of control of subsidiary
(Increase) decrease in other financial assets
Increase in other non-current assets
Net cash flows used in investing activities
Cash flows (used in) from financing activities:
(Decrease) increase in short-term borrowings
Proceeds from long-term borrowings
Repayments of long-term borrowings
Increase in other payables to related parties
Payments of lease liabilities
Decrease in other non-current liabilities
Cash dividends paid
Net cash flows (used in) from financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2022
$ (311,208)
44,310
(582,018)
1,736,127
(44,310)
160
-
(4,850,066)
69,270
(196,393)
-
(888,647)
(1,021,199)
2021
(826,499)
-
(833,425)
105,038
(49,668)
-
4,838
(2,809,391)
2,208,725
(250,596)
(8,309)
172,944
(836,384)

(6,043,974)

(3,122,727)

(7,573,816)
11,238,793
(8,809,900)
729,982
(197,327)
(6,824)
(5,022,465)

23,164,212
18,915,930
(17,172,500)
-
(209,820)
(187,459)
(6,636,829)

(9,641,557)

17,873,534

1,229,578
7,662,731
34,787,912

(387,590)
1,836,317
32,951,595

$
42,450,643

34,787,912

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

31

Appendix 5

Inventec Corporation Profit Distribution Table

Year 2022

Unit: NTD
Total amount
539,940,449
95,888,867
6,128,785,388
(622,467,426)
1,266,808,263

7,408,955,541
(5,381,212,599)
2,027,742,942
Items:
Beginning retained earnings
Add: Defined benefit plans remeasurement
Add: Net profit after tax
Less: Legal reserve
Add: Reversed Special Reserve
Distributable net profit
Less: Distributable items:
Cash Dividend to shareholders (NT$1.5 per share)
Unappropriated retained earnings

32

Appendix 6

Inventec Corporation Articles of Incorporation

(This English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.)

CHAPTER 1. GENERAL PROVISIONS

Article 1

This Company is incorporated under the Company Act, with the name and the foreign name of Inventec Corporation.

Article 2

The business scope of the Company is as following:

  • 1、CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing

  • 2、CC01060 Wired Communication Equipment and Apparatus Manufacturing

  • 3、CC01070 Telecommunication Equipment and Apparatus Manufacturing

  • 4、CC01080 Electronic Parts and Components Manufacturing

  • 5、CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing.

  • 6、CC01110 Computers and Computing Peripheral Equipments Manufacturing

  • 7、CC01990 Electrical Machinery, Supplies Manufacturing.

  • 8、CE01030 Photographic and Optical Equipment Manufacturing

  • 9、CE01040 Watches and Clocks Manufacturing

  • 10、F113010 Wholesale of Machinery

  • 11、F113020 Wholesale of Household Appliance

  • 12、F119010 Wholesale of Electronic Materials

  • 13、F401010 International Trade

  • 14、F401021 Restrained Telecom Radio Frequency Equipments and Materials Import

  • 15、I301010 Software Design Services

  • 16、I301020 Data Processing Services

  • 17、CB01010 Machinery and Equipment Manufacturing

  • 18、CC01120 Data Storage Media Manufacturing and Duplicating

  • 19、H701010 Residence and Buildings Lease Construction and Development

  • 20、H701020 Industrial Factory Buildings Lease Construction and Development

  • 21、H701040 Specialized Field Construction and Development

  • 22、H703090 Real Estate Commerce

33

  • 23、H703100 Real Estate Rental and Leasing

  • 24、CF01011 Medical devices Manufacturing

  • 25、F108031 Wholesale of Medical devices

  • 26、F208031 Medical devices Retailing

  • 27、ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3

The Company may provide guarantee as necessary for the business.

Article 4

The Company has its head office in Taipei City, and the Company may establish branches in and out of this country. The total amount of the investments of the Company by a resolution of the board of directors is not subject to the limit of 40% of its paid-in capital unless the laws provide otherwise.

Article 5

The method of the public announcement of the Company shall be made in accordance with Article 28 of the Company Act.

CHAPTER II. SHARES

Article 6

The authorized capital of the Company is NTD 36,500,000,000, divided into 3,650,000,000 shares, at a par value of NTD 10 per share. The registered capital keeps NTD 200,000,000 divided into 20,000,000 shares provided for exercise of the option of stock option certificates, The shares which have not been issued would be authorized to board of directors to issue in installments.

Article 7

The registered shares of the Company may be made without physical certificates. Nevertheless, the stock of the Company shall be registered with the securities centralized depositary institution.

Article 8

The shareholders of the Company shall fill in the signature card and deliver to the Company or the shares affairs agent of the Company for record, receive dividend and exercise the shareholders' rights.

34

Article 9

The shareholders of the Company shall conduct shares related affairs or exercise other relevant rights, such as transfer ,pledged, reporting of loss ,inheritance ,gift or change of address, etc. in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies unless the laws, regulations or securities regulation rules provide otherwise.

Article 10

The shareholders' register shall be closed during 60 days prior to the date of an ordinary shareholders' meeting, 30 days prior to the date of an extraordinary shareholders' meeting, or five days period prior to the record dates for distribution of dividends, bonuses or other benefits of the Company.

CHAPTER III. SHAREHOLDER'S MEETING

Article 11

The Company's shareholders' meeting shall be of two types, ordinary shareholders' meeting and extraordinary shareholders' meeting. Ordinary shareholders' meeting shall be convened once a year, and shall be convened within six months after close of each fiscal year. Extraordinary shareholders' meeting shall be convened when necessary in accordance with the relevant laws and regulations. A notice to convene an ordinary meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date. Such notice may be publicly announced, provided that for the shareholders who hold less than 1,000 shares.

Article 11-1

The Company’s shareholders’ meeting can be held by means of visual communication network or other methods promulgated by the central competent authority and shall be conduct in accordance with the Company Act and other relevant regulations.

Article 12

Shareholder may attend the meeting by proxy with the signature or seal by executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy. The proxy for attending the shareholders' meeting shall be handled in accordance with the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies promulgated by the competent authority.

35

Article 13

Except those shares for which the voting rights are restricted or excluded as stipulated in Article 179 of the Company Act where there is no voting right for a share, each shareholder of the Company shall have one vote for each share held.

Article 14

Unless otherwise specified in the Company Act, resolutions at a shareholders' meeting shall be adopted by a majority vote of the shareholders present in person, who represent more than one-half of the total number of voting shares. A shareholder who exercises his voting right by way of electronic transmission shall be deemed to have attended the shareholders' meeting in person. Relevant procedures shall be handled in accordance with relevant regulations.

Article 15

Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be made in accordance with Article 183 of the Company Act.

CHAPTER IV. DIRECTORS AND AUDIT COMMITTEE

Article 16

The Company shall have seven to eleven directors (including not less than three independent directors). The term of their offices shall be three years. The Company establishes audit committee and the Audit Committee shall be composed of the entire number of independent directors. The election shall adopt the candidate nomination system which is conformed to the Article 192-1 of the Company Act, and the shareholders shall elect the directors from the list of the nominated candidates and the directors may be re-elected for consecutive terms. Independent and non-independent directors shall be elected at the same time but on separate ballots.

In case no election of new directors is effected after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office. However, the competent authority may, ex officio, order the company to elect new directors within a given time limit; and if no re-election is effected after expiry of the given time limit, the out-going directors shall be discharged from such expiration date.

Total registered shares owned by the directors of the Company shall not be less than a specified percentage of the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies stipulated by the competent securities

36

authority subject to Article 26 of the Securities and Exchange Act.

Except where the Competent Authority has granted approval, the following relationships may not exist among more than half of a company's directors:

  1. A spousal relationship.

  2. A familial relationship within the second degree of kinship.

Article 17

When one-third of the directors are discharged, a special shareholders' meeting shall be convened by the Board of Directors within 60 days to elect new directors or supervisors to fill the vacancies. The term of office of the newly elected director shall be the same as the remaining term of the predecessor.

Article 18

The board of directors is composed of directors. The Chairman will be elected from among directors by a majority vote at a board meeting at which at least two-thirds of directors are present.

The Chairman shall perform his duties authorized by the Company Act or the resolution of the shareholders' meeting. The Chairman shall conduct the business of the Company in accordance with applicable laws and regulations, these Articles of Incorporation of the Company, the resolutions adopted at shareholders' meetings and resolutions adopted by the Board of Directors.

Article 19

Business policy of the Company and other important matters shall be decided by resolutions adopted by the Board of Directors. Any meeting of Board of Directors shall be convened by the Chairman of the Board of Directors who shall also be the chairman of the meeting, provided that the first meeting of each term of the Board of Directors shall be convened in accordance with Article 203 or Article 203-1 of the Company Act.

In case the chairman of the board of directors is on leave or absent or can not exercise his power and authority for any cause, the chairman of the board of directors shall designate one of the directors to act on his behalf. A board of directors shall meet at least quarterly. The reasons for calling a board of directors meeting shall be notified to each director at least seven days in advance. If the board meeting needs to be convened due to emergency, it may be convened at any time.In order to convene the board meeting, notice may be made by written notice, fax or e-mail.

37

Article 20

Unless otherwise provided for in 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. If the directors cannot attend the board meeting for certain reasons, he/she may appoint another director as his/her proxy each time with a power of attorney stating the scope of authority with reference to the subjects to be discussed at the meeting and powers granted; provided that a director may act as the proxy for only one another director. The board meeting may be convened via video conference, and the directors who attend the board meeting via video conference shall be deemed to have attended the meeting in person.

Article 21

Resolutions adopted at the meeting of the Board of Directors shall be recorded in the minutes and signed or sealed by the chairman. The minutes shall be distributed to each director within twenty days after the meeting. The meeting minutes shall record the discussion and resolution. The minutes shall be well preserved with the attendance book and proxy.

Article 22

The authority of the audit committee and the other compliance issues shall be made according to the relevant laws and regulations, and be determined by the board of directors.

Article 23

No matter net income or loss, the Company shall pay remuneration for all directors conduct the business of the company.

The remuneration of directors may be determined by taking into account their participation in the Company's business and their contribution value, and industry standards and the board meeting is authorized to resolve the amount of the remuneration During the term of their offices, the Company may purchase liability insurance for the directors to indemnify the potential liabilities, according to the relevant laws, to be borne by the directors when they perform their duties for the Company.

CHAPTER V. MANAGERS

Article 24

The Company may appoint one general manager and more managerial personnel, such as business general manager, executive assistant general manager, senior assistant general

38

manager and assistant general manager. The appointment, discharge and the remuneration of the managers shall be handled in accordance with Article 29 of the Company Act.

CHAPTER VI. ACCOUNTING

Article 25

At the close of each fiscal year, the board of directors shall prepare the following statements and records and then submit the same to the shareholders' meeting for recognition in accordance with legal procedures

  1. Business Report,

  2. Financial Statements, and

  3. Proposal for distribution of profit or appropriation of losses.

Article 26

If the Company has a profit of the year shall distribute not less than 3% of the balance as remuneration to Employees and not more than 3% to Directors of the Corporation. However, require that earnings shall first be offset against any deficit. The Corporation may issue stock or distribute cash to employees and the qualification requirements including the employees of subsidiaries of the company. The conditions and measures set by the Board of Directors.

ARTICLE VII. SUPPLEMENTARY PROVISIONS

Article 27

If the Company has profit as a result of the yearly accounting closing, the Corporation shall first pay taxes, then offset its accumulated losses and set aside a legal capital reserve at 10% of the profits left over, until the accumulated legal capital reserve has equaled the paid-in capital of the Corporation then set aside special capital reserve in accordance with relevant laws or regulations or as requested by business. The remaining earnings along with accumulated retained earnings shall reserve appropriate quota depend on business demand,then distribute dividends according to shareholders' meeting resolution and the dividends shall not less than 10% of the current earnings. When dividends paid by the form of issuing new shares, it shall be proposed to shareholders' meeting and distribute according to the resolution of the meeting. The dividend policy of the Company consider 、 capital requirements in the future long-term investment plans needs to be adopted and stockholders’ demand of cash inflow, if the Company has profit, dividends paid by cash shall not be less than 10% of the total dividends.

According to provisions of Company Act Article 240, the Company authorizes the distributable dividends and bonuses, or legal reserve and capital reserve as stipulated in

39

Article 241 of Company Act, in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting.

Article 28

If there is any matter not covered herein, the Company Act and the relevant laws and regulations shall govern.

Article 29

This Articles of Incorporation was established on April 15, 1975. The first amendment was made on May 27, 1975. The second amendment was made on November 16, 1976. The third amendment was made on August 25, 1977. The fourth amendment was made on March 1, 1978. The fifth amendment was made on June 8, 1980. The sixth amendment was made on April 28, 1981. The seventh amendment was made on November 20, 1981. The eighth amendment was made on December 13, 1981. The ninth amendment was made on April 22, 1982. The tenth amendment was made on May 7, 1982. The eleventh amendment was made on May 25, 1982. The twelfth amendment was made on June 15, 1982. The thirteenth amendment was made on November 28, 1983. The fourteenth amendment was made on November 12, 1984. The fifteenth amendment was made on July 15, 1986. The sixteenth amendment was made on September 29, 1986. The seventeenth amendment was made on April 15, 1988. The eighteenth amendment was made on August 26, 1988. The nineteenth amendment was made on June 15, 1989. The twentieth amendment was made on December 15, 1989. The twenty-first amendment was made on April 7, 1990. The twenty-second amendment was made on December 11, 1990. The twenty-third amendment was made on May 18, 1991. The twenty-fourth amendment was made on April 18, 1992. The twenty-fifth amendment was made on April 10, 1993. The twenty-sixth amendment was made on April 9, 1994.

40

The twenty-seventh amendment was made on December 2, 1994. The twenty-eighth amendment was made on April 8, 1995. The twenty-ninth amendment was made on April 13, 1996. The thirtieth amendment was made on July 26, 1996. The thirty-first amendment was made on April 24, 1997. The thirty-second amendment was made on April 28, 1998. The thirty-third amendment was made on April 29, 1999. The thirty-fourth amendment was made on April 24, 2000. The thirty-fifth amendment was made on April 27, 2001. The thirty-sixth amendment was made on May 30, 2002. The thirty-seventh amendment was made on May 30, 2003. The thirty-eighth amendment was made on May 27, 2004. The thirty-ninth amendment was made on June 14, 2005. The forty amendment was made on June 15, 2006. The forty-first amendment was made on June 13, 2007. The forty-second amendment was made on June 13, 2008. The forty-third amendment was made on June 16, 2009. The forty-fourth amendment was made on June 15, 2010. The forty-fifth amendment was made on June 9, 2011. The forty-sixth amendment was made on June 18, 2012. The forty-seventh amendment was made on June 13, 2013. The forty-eighth amendment was made on June 12, 2014. The forty-ninth amendment was made on June 20, 2016. The fiftieth amendment was made on June 16, 2017. The fifty -first amendment was made on June 14, 2018. The fifty-second amendment was made on June 14, 2019. The fifty-third amendment was made on June 14, 2022.

41

Appendix 7

Inventec Corporation Rules of Procedure for Shareholders Meetings

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 the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies.

Article 2

The Company’s shareholders meeting shall be convened by the board of directors unless applicable laws and regulations provide otherwise.

The Board of Directors or other authorized conveners of shareholders’ meetings may require the Company or the shareholder service agent to provide with the roster of shareholders.

The notice to convene a ordinary shareholders’ meeting shall be given to each shareholder no later than 30 days prior to the scheduled meeting date. The notice of the shareholders meeting to be given by an issuer to shareholders who own less than 1,000 shares of nominal stocks may be given in the form on the MOPS no later than 30 days prior to the scheduled meeting date. The notice to convene a extraordinary shareholders’ meeting shall be given to each shareholder no later than 15 days prior to the scheduled meeting date. The notice of the shareholders meeting to be given by an issuer to shareholders who own less than 1,000 shares of nominal stocks may be given in the form on the MOPS no later than 15 days prior to the scheduled meeting date

The cause(s) or subject(s) of a meeting of shareholders to be convened shall be indicated in the individual notice and the public notice to be given to shareholders.

The election or discharge of directors, the amendment of this Company’s 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 spin-off the Company, or the matters specified in Article 185, paragraph 1 of the Company Law, or Article 26-1 and Article 43-6 of the Securities and Exchange Law, or Article 56-1 or Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be listed and the essential contents shall be explained among the reasons for the meeting, and may not be proposed as extraordinary motions.

Article 3

For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by

42

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 on 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 the service of the power of attorney of a proxy to the company, in case the shareholder issuing the said proxy intends to attend the shareholders’ meeting in person or via visual communication network or to exercise his/her/its voting power in writing or by way of electronic transmission , a proxy rescission notice shall be filed with the company two days prior to the date of the shareholders’ meeting as scheduled in the shareholders’ meeting notice so as to rescind the proxy at issue, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.

Article 4

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. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting. When the Company convene a shareholders’ meeting by means of visual communication networks, it’s no restriction of venue as stated in the preceding paragraph.

Article 5

This Corporation shall specify in its shareholders meeting notices the time during which shareholders, solicitors, proxies (hereinafter referred to as shareholders) attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

In case the shareholders' meeting is to be held in the form of a video conference, the shareholders' participation in the video conference, the method with which they exercise their rights, whether the video conference was held due to natural disasters, accidents, or other force majeure, and alternative plans for shareholders who are unable to attend the video conference shall be fully recorded. 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 shall register on the video conference platform 30 minutes prior to the start of the shareholders’ meeting. Those who have completed the registration are deemed to have attended the shareholders' meeting in person. Shareholders shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. No arbitrary requirements shall be imposed on shareholders to provide

43

additional evidentiary documents beyond those showing eligibility to attend. 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.

In case the shareholders' meeting is to be held in the form of a video conference, shareholders who wish to attend shall register with the Company two days prior to the start of the meeting. Attendance and voting 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 and the shares registered on the video conference platform, handed in plus the number of shares whose voting rights are exercised by correspondence or electronically. 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 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 6

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors, relevant proposals (including extraordinary motions and amendments to the original proposals) shall be voted case-by-case. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders 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

44

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. Only if the chair adjourns the meeting in violation of these rules and procedures, the shareholders cannot designate any other person as chair and continue the meeting in the same or other place after the meeting is adjourned.\

Article 7

If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairman of the board. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, the chairman shall appoint one of the directors to act as chair. It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors in person. 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.

Article 8

The chair shall call the meeting to order and announce relevant information of the number of non-voting rights and the number of shares attending at the appointed meeting time. In case the Company holds a shareholders' meeting through video conferencing, the chair and the minutes taker shall be located in the same place in Taiwan. Furthermore, the chair shall announce the address of the gathering place at the time of the meeting.

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, and the attending shareholders still represent less than one third 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. In case the shareholders' meeting is to be held in the form of a video conference, shareholders who wish to attend shall re-register with the Company in accordance with the provisions of Article 5.

45

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 9

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. 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.

Article 10

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 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.

In case the shareholders' meeting is to be held in the form of a video conference, shareholders participating in the video conference may ask questions in texts on the video conferencing platform once the chair announces the start of the meeting until the meeting ends. The number of questions asked for each proposal shall not exceed two, and each question shall be limited to 200 words. However, the provisions of the preceding article and paragraph 1 of this Article shall not apply. If the question mentioned in the preceding paragraph does not violate any rules and does not exceed the scope of the proposal, the question shall be disclosed on the video conferencing platform.

Article 11

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote and arrange adequate polling hours. 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.

46

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.

In case the Company holds a shareholders' meeting via video conference, the shareholders participating in the video conference shall vote on various proposals through the video conferencing platform after the Chair announces the start of the meeting. Shareholders shall complete their voting before the Chair announces the close of voting, and those who fail to cast their votes before the deadline will be deemed as having abstained from voting.

In case the shareholders' meeting is to be held in the form of a video conference, the votes shall be counted at that time, and the voting and election results shall be announced after the Chair announces the close of voting. For shareholders who have registered to attend the shareholders' meeting via video conference in accordance with the provisions of Article 5 but wish to attend the physical shareholders' meeting in person, they shall cancel their registration in the same manner as they signed up for it two days before the start of the shareholders' meeting. Those who fail to cancel within the time limit may only attend the shareholders' meeting via the video conference.

Those who exercise their voting rights in writing or electronic transmission without revoking their intentions and still participate in the shareholders' meeting via video conference shall not exercise their voting rights on the original proposal, propose amendments to the original proposal, or exercise their voting rights for amendments to the original proposal, except for extempore motions.

In case the shareholders' meeting is to be held in the form of a video conference, the voting and election results shall be disclosed on the video conferencing platform in accordance with the rules immediately after the voting is over and shall remain for at least 15 minutes after the chairman announces the dismissal of the meeting.

Article 12

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.

When the Company 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.

A shareholder intending to exercise voting rights by correspondence or electronic means or via the video conference under the preceding paragraph shall deliver a written declaration of intent to the

47

Company before two 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 the Company, by the same means by which the voting rights were exercised, before two 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.

At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each 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.

Article 13

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.

In case the shareholders' meeting is to be held in the form of a video conference, the Company may provide a simple connection test for shareholders before the meeting and then also provide relevant services immediately before and during the meeting to assist in the technical issues of communication.

48

Except for matters that do not require postponing or resuming the meeting announced by the Chair separately at the start of the meeting, as stipulated in Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies, any disconnection of the video conferencing platform or participation for up to 30 minutes due to natural disaster, accidents, or other force majeure before the Chair announces the dismissal of the meeting shall result in the meeting being postponed or resumed within 5 days of the meeting, to which Article 182 of the Company Act shall not apply.

For the meeting that shall be postponed or resumed due to the occurrence of the preceding paragraph, shareholders who have not registered to participate in the original shareholders' meeting via video conference shall not participate in the postponed or resumed meeting.

For a meeting that shall be postponed or resumed in accordance with the second paragraph, regarding shareholders who have signed up for the original shareholders' meeting via video conference and have signed in but do not participate in the postponed or resumed meeting, the number of shares, the voting rights, and the election rights exercised by those shareholders at the original shareholders' meeting shall be included in the total number of shares, voting rights, and election rights of shareholders present at the postponed or resumed meeting.

For the shareholders' meeting that is postponed or resumed in accordance with the provisions of Paragraph 2, it is not necessary to re-discuss and resolve the resolutions for which the voting and counting of votes have already been completed and the voting results or the list of elected directors have already been announced.

In case the video conferencing cannot be resumed due to the occurrence of Paragraph 2, if, after deducting the number of shares held by the shareholders who participate in the video conference, the total number of shares held by the attending shareholders still reaches the statutory quorum for the shareholders' meeting, the shareholders meeting shall be continued, and postponing or resuming the meeting in accordance with Paragraph 2 is not necessary.

For shareholders who participate in the shareholders' meeting via video conference due to the occurrence of the preceding paragraph that requires the meeting to be continued, the number of shares held by the shareholders present in the video conference shall be included in the number of total shares held by the attending shareholders. However, they shall be deemed to have abstained from all of the resolutions of said shareholders' meeting.

To postpone or resume the meeting in accordance with the provisions of Paragraph 2, the relevant preparatory work shall be completed in accordance with the date of the original shareholders' meeting, as well as all of the provisions listed in Article 44-20 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

In case the shareholders' meeting is to be held in the form of a video conference, shareholders who are unable to take part in the video conference shall be provided with alternative plans.

49

Article 14

The election of directors or supervisors 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 and the list of fail to be elected directors and the numbers of votes which they were obtained. 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 pursuant to Article 183 of the Company Act.

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 the statistical tallies of the numbers of votes). Where there is an election of directors, the statistical tallies of the numbers of votes for each candidate shall be disclosed and shall be retained for the duration of the existence of this Corporation.

In case the shareholders' meeting is to be held in the form of a video conference, except for matters that shall be recorded in accordance with the preceding paragraph, the minutes of the shareholders' meeting shall include the start and end time of the shareholders' meeting, the method with which the meeting is held, whether the video conference was held due to natural disasters, accidents, or other force majeure, and the situation and troubleshooting methods in the face of obstacles.

In case the shareholders' meeting is to be held in the form of a video conference, except for matters that shall be recorded in accordance with the preceding paragraph, the meeting minutes shall include the alternative plans for shareholders who are unable to attend the video conference.

Article 16

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 the number of shares whose voting rights are exercised by correspondence or electronically and shall make an express disclosure of the same at the place of the shareholders meeting.

In case the shareholders' meeting is to be held in the form of a video conference, the Company shall upload the aforementioned information to the video conferencing platform at least 30 minutes before the start of the shareholders’ meeting and said information shall remain until the end of the meeting.

50

In case the shareholders' meeting is to be held in the form of a video conference, the total number of shares held by the attending shareholders shall be disclosed on the video conferencing platform. The same shall apply if the total number of shares and voting rights of the shareholders attending the meeting is otherwise calculated during the meeting.

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

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 18

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 19

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.

In case the shareholders' meeting is to be held in the form of a video conference, records shall be kept of shareholders' registration, sign-up, sign-in, proposals, votes, company vote counting results, etc. The video conference shall also be continuously recorded without interruption in both audio and video format.

51

The materials and audio and video recordings mentioned in the preceding paragraph shall be kept during the period of existence, and the audio and video recordings shall be handed over to those entrusted with the handling of video conference affairs for safekeeping.

Article 20

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

(The Rules were amended on June 14th, 2022.)

52

Appendix 8

Inventec Corporation Procedures for Election of Directors

Article 1

To ensure a just, fair, and open election of directors, elections of directors shall be conducted in accordance with the Procedures adopted pursuant to Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies unless applicable laws and regulations or articles of incorporation provide otherwise.

Article 2

Directors shall be elected in the shareholders' meeting.

Article 3

The overall composition of the board of directors shall be taken into consideration in the selection of the Corporation's directors. Besides, the Company shall consider of variety to compose of the board of directors and think about operation, operation type and development demand to make an appropriate diversity policy, including but not limited to the following standards: 1. Basic conditions and value: gender, age, nationality and culture.

  1. Professional knowledge and techniques: professional background (like legislation, accounting, industry, finance, marketing or technology),professional techniques and industrial experience. 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: the ability to make judgments about operations, Accounting and financial analysis ability, Business management ability, Crisis management ability, Knowledge of the industry, International market perspective, Leadership ability, Decision-making ability.

Article 4

When the position of independent director has been created, the election of independent directors of this Corporation shall comply with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies. At least one of the independent directors should have accounting or financial specialty.

Article 5

The number of directors will be as specified in this Corporation's articles of incorporation. The election shall adopt the candidate nomination system which is conformed to the Article 192-1 of the

53

Company Act, and the shareholders shall elect the directors from the list of the nominated candidates. Independent and non-independent directors shall be elected at the same time but on separate ballots. Except where the Competent Authority has granted

approval, the following relationships may not exist among more than half of a company's directors: 1. A spousal relationship.

  1. A familial relationship within the second degree of kinship.

When a company convenes a shareholder meeting for the election of directors and the original selectees do not meet the conditions of the two preceding paragraphs, the election of the director receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.

Article 6

The cumulative voting system 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. A person with the right to convene shall prepare separate ballots for directors in numbers corresponding to the directors 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.

Article 7

The number of directors shall calculate the voting rights of independent directors and non-independent directors separately in accordance with Articles of Incorporation and approved by board of director. Those receiving ballots representing the highest numbers of voting rights will be elected separately in turn according to their respective numbers of votes. The position left vacant by such decision shall be filled by the candidate with the next most votes in the original election before the date the new registration license .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.

Article 8

Before the election begins, the chair shall appoint a number of persons to perform the respective duties of vote monitoring and counting personnel. All monitoring personnel shall be shareholders of this Corporation.

54

Article 9

The ballot boxes shall be prepared by the person with the right to convene and publicly checked by the vote monitoring personnel before voting commences.

Article 10

A ballot is invalid under any of the following circumstances:

  1. The ballot was not prepared by the 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 do not match the list of candidates of directors after cross-check.

  5. Other words or marks are entered in addition to the number of voting rights allotted.

  6. The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number is provided in the ballot to identify such individual.

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 list of persons elected as directors and the numbers of votes with which they were elected, and the list of fail to be elected directors and the numbers of votes which they were obtained, shall be announced by the chair on the site.

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.

Article 12

The board of directors of this Corporation shall issue notifications to the persons elected as directors.

Article 13

These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.

(The Procedures were amended on July. 22th, 2021.)

55

Appendix 9

Inventec Corporation Shareholdings of Directors

As of April 15, 2023 (Book closure date), all directors’ shareholdings and legal minimum shareholdings are as follows:

  1. Total common shares issued: 3,587,475,066 shares.

  2. The minimum required shareholding of all directors by law: 86,099,401shares. The Company had set up Audit Committee, so there is no applicable for the minimum required shareholding of supervisors by law.

  3. Total shareholding of all directors: 447,086,182 shares. The shareholding is in compliance with regulatory requirements.

Position Name Number of shares
Chairman Cho,Tom-Hwar 1,004,311
Director Yeh, Kuo-I 176,361,330
Wen, Shih-Chih 35,685,590
Lee, Tsu-Chin 115,833,835
Chang, Ching-Sung 788,644
Yeh,Li-Cheng 117,412,472
Independent Director Chang, Chang-Pang 0
Chen, Ruey-Long 0
Wea,Chi Lin 0
Total 447,086,182

56

==> picture [329 x 74] intentionally omitted <==

==> picture [306 x 43] intentionally omitted <==