MHC — AGM Information 2020

Jun 12, 2020

Stock Code: 3706

==> picture [135 x 107] intentionally omitted <==

MiTAC Holdings Corporation

2020 Annual Meeting of Shareholders Handbook

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

May 28, 2020

Table of Contents

Page No. Meeting Agenda …..………………………………………………………………………...…………….1 Matters to Report…………………………………………………………………………………….……2 Matters for Adoption……………………………………………………………………………………....4 Matters for Discussion…..……………………………………………………………..………………… 7 Questions and Motions…………………………………………………………………...……………….9 Attachments Attachment 1: 2019 Business Report…………………………………………………………………….10 Attachment 2: Audit Committee’s Review Report……………………………..………………………..13 Attachment 3: 2019 Financial Statements………………………………………………………………..14 Attachment 4: Comparison Table of Amendment to the Procedures for Loaning Funds to Others……………………………………………………………………………..……...38 Attachment 5: Comparison Table for Amendment to the Procedures for Endorsements and Guarantees…………………………………………………………………………..…...41 Attachment 6: Comparison Table for Amendment to the Rules of Procedures for Shareholders' Meeting……………………………………………………………………………..…....43

Appendix Appendix 1: Articles of Incorporation…………………………………….……......……………………59 Appendix 2: Rules and Procedures of Shareholders' Meeting (pre-amendment) ……………………….64 Appendix 3: Shareholdings of all directors…………………………………….……......………………67 Appendix 4: Effect upon business performance and earnings per share of stock dividend distribution proposed or adopted at this shareholders' meeting .............................................................. 68

MiTAC Holdings Corporation

2020 Annual Meeting of Shareholders

Agenda

Date/Time: May 28, 2020, (Thursday) 09:00 a.m.

Location: International Conference Hall, 1F., No. 202, Wenhua 2nd Rd., Guishan Dist., Taoyuan City, Taiwan

1. Call the Meeting to Order

2. Chairman Remarks

3. Matters to Report

No. 1: 2019 Business Report

• No. 2: Audit Committee’s Review Report

• No. 3: Status reports of 2019 employees and directors compensation distribution

• No. 4: Distribution of cash dividends from 2019 Profits

• Matters for Adoption

No. 1: Adoption of the 2019 Business Report and Financial Statements

No. 2: Adoption of the Proposal for Distribution of 2019 Profits

1. Matters for Discussion

No. 1: Proposal for Issue of New Shares through Capitalization of Earnings

• No. 2: Proposal for Amendment to the “Procedures for Loaning Funds to Others” and “Procedures for Endorsements and Guarantees”

• No. 3: Proposal for Amendment to the “Rules and Procedures of Shareholders' Meeting”

• Questions and Motions

• Adjournment

1

Matters to Report

No. 1

Proposal: 2019 Business Report.

Explanation: Please refer to Attachment 1, Handbook, 2020 Annual Meeting of Shareholders.

No. 2

• Proposal: Audit Committee’s Review Report on various 2019 statements and related reports.

• Explanation: Please refer to Attachment 2, Handbook, 2020 Annual Meeting of Shareholders.

No. 3

Proposal: Status reports of 2019 employees and directors compensation distribution.

• Explanation: 1.According to Article 25 of the Articles of Incorporation, when the Company has a profit for any fiscal year, the Company shall allocate at least 0.1% of the profit as bonus to be issued to its employees and not in excess of 1% of the profit as compensation to directors of the Company.

• 2.The board resolved that the amounts of the compensation distribution, in cash form, to the employees and directors are NTD 2,858,653 and NTD 4,800,000, respectively.

2

No. 4

Proposal: Distribution of cash dividends from 2019 Profits.

• Explanation: 1. Pursuant to Paragraph 5 Article 240 of the Company Act and Paragraph

  • 3 Article 25 of the Company’s Articles of Incorporation, in circumstances where dividends are distributed in cash, the Board is authorized to determine the distribution and shall report it to the Shareholders’ Meeting.

• The Board has approved the appropriation of cash dividends of NTD 1,077,282,847 at NTD 1 per share. The Board of Directors is authorized to determine the ex-dividends record date, distribution date and other related matters.

3

Matters for Adoption

No. 1 (Proposed by the Board of Directors) Proposal: Adoption of the 2019 Business Report and Financial Statements. Explanation:

• a. 2019 Business Report and Financial Statements have been reviewed by the Audit Committee, and approved by the board of directors. For the related Business Report and Financial Statements, please refer to Attachments 1 and 3, Handbook, 2020 Annual Meeting of Shareholders.

• b.Adoption is respectively requested.

Resolution:

4

No. 2 (Proposed by the Board of Directors) Proposal: Adoption of the Proposal for Distribution of 2019 Profits. Explanation:

a. 2019 earnings after taxed is NTD 2,817,879,698. The Profit Distribution Table is listed as follows (2019 earnings after tax has a distribution priority). Profit Distribution Table Year 2019

Unit: NTD

	Unit: NTD	Unit: NTD
Item	Amount
Beginningretained earnings		978,946,080
(a) Add: Profit for the year Less: Effects on adoption of IFRS 16 Less: Other comprehensive income (Less)-actuarial losses on defined benefit plans Less: Proceeds from disposal of investments accounted for using equity method Add: Change of subsidiaries and associates accounted for using equity method Add: Proceeds from subsidiaries’ disposal of equity instruments measured at fair value through other comprehensive income	2,817,879,698 (50,211) (22,376,724) (341,105) 4,624,252 40,022,230
Total earnings after-tax for the current period and other items adjusted to the undistributed earnings		2,839,758,140
(b) Less: Legal reserve Add: Reversed special reserve(Remark 1)		(283,975,814) 12,264,753
Distributable netprofit		3,546,993,159
(c) Distribution items： Cash Dividends to Shareholders ($1.00 per share) (Remark 2) Stock Dividends to Shareholders($1.20per share)		(1,077,282,847) (1,292,739,420)
Unappropriated retained earnings		1,176,970,892
Remark 1: The application of the special reserve is based on the regulation No.1010047490. Recovery of market price of the parent company’s shares held by subsidiaries at the end of the fiscal year was reversed to special reserve proportionally based on the ratio of shareholding. Remark 2: Pursuant to Paragraph 5 Article 240 of the Company Act and Paragraph 3 Article 25 of the Company’s Articles of Incorporation, the distribution of cash dividends is determined by the Board of Directors and such matter is listed in the Motion 4 of the Shareholders’ Meeting.

• b. The allotment of shares in the above table is based on the number of shares qualified to the allotment, i.e., 1,077,282,847 shares on January 31[st] 2020.

• c. The calculation of the cash dividend is based on the proportion of shareholdings up

5

to the round unit of a New Taiwan dollar. Any value less than one NTD will be rounded off. The sum of any such round-off will be recognized as the other income of the Company.

• d.Adoption is respectively requested.

Resolution:

6

Matters for Discussion

No. 1 (Proposed by the Board of Directors) Proposal: Proposal for Issue of New Shares through Capitalization of Earnings. Explanation:

• a. To enhance the capacity of the working capital, the board plans to appropriate NTD 1,292,739,420 from the distributable earnings as the shareholder bonus by issuing 129,273,942 new shares. As of January 31[st,] 2020, there are totally 1,077,282,847 shares qualified to participate in the new bonus share issuance, i.e., 120 new bonus shares per one thousand existing shares. However, the actual issuance ratio of new bonus shares should be based on the shareholding ratios on the record date.

• b.For the purpose of this new bonus share issuance, to whom the bonus share distributed involving a fraction of a share, the shareholders themselves should make up the difference to come up a full share within five days after the record date of this capital increase through the Company’s share registrar agency. The alternative option of cash distribution (up to a full New Taiwan dollar) will be applied, if in any case the purchaser exceeds the deadline and the shares will be purchased in cash through a designated agent appointed by the chairman.

• c.The rights and duties of this new issued shares shall be identical to those of the existing shares and which will be effective as soon as they are approved by the annual meeting of shareholders and registered with the authority. For this new bonus share issuance, the board of directors is also authorized to establish a record date that will be announced later.

• d.If this new bonus share issuance needs to be revised due to the regulation specifications or requirements from the authorities, the board of directors will be authorized by the annual meeting of shareholders to manage the changes in the issuance accordingly.

• e.Approval is respectively requested.

Resolution:

7

No. 2 (Proposed by the Board of Directors) Proposal: Proposal for Amendment to the “Procedures for Loaning Funds to Others” and “Procedures for Endorsements and Guarantees”.

Explanation:

a. According to the regulation No.

Financial-Supervisory-Securities-Auditing-1080304826 issued by the Financial Supervisory Commission on March 7[th] 2019, it is proposed to amend the “Procedures for Loaning Funds to Others” and “Procedures for Endorsements and Guarantees”. A comparison table of amended articles and current articles of the above is provided in Attachments 4 ~ 5.

• b.Approval is respectively requested.

Resolution:

No. 3 (Proposed by the Board of Directors) Proposal: Proposal for Amendment to the “Rules and Procedures of Shareholders' Meeting”.

Explanation:

• a. According to the regulation No. Taiwan-Stock-Governance-1080024221 issued by the Taiwan Stock Exchange Company on January 2[nd] 2020, it is proposed to amend the “Rules and Procedures of Shareholders' Meeting”. A comparison table of amended articles and current articles of the above is provided in Attachments 6.

• b.Approval is respectively requested.

Resolution:

8

Questions and Motions

Adjournment

9

Attachment 1

MiTAC Holdings Corporation

2019 Business Report

The Analyses of Operation Performance, Budgetary Performance, and Profitability of 2019

In 2019, MiTAC Holdings generated consolidated revenues totaling NT$35.832 billion (a 17% growth compared the year before last year) and pre-tax income of NT$3.083 billion, which resulted in after-tax earnings per share of NT$2.65. The Company did not publicly announce the financial budget for 2019. Therefore, there is not budget achievement information to be provided.

Business Operations Performance, R&D, Innovations, Applications and Awards in 2019:

1. MiTAC Computing Tech. Corp. (MCT) launched the new OCP (Open Compute Project) ESA Kit, AMD server and flash storage device.

2. MCT launched the Firestone multi-access edge computing server.

3. MCT launched the high-density GPU server for machine learning and deep learning model training of AI.

4. MCT launched the storage systems supporting NVMe over Fabrics (Ethernet and Fiber Channel), JBOF supporting PCIe Gen4 and JBOD storage system supporting SAS4.

5. MCT/ TYAN launched the servers and motherboards that support the second generation Intel[®] Xeon[®] scalable processors and Intel[®] Optane™ DC persistent memory, as well as the AMD EPYC™ 7002 series processor server platform.

6. MCT was granted the 2018 Best Supplier Award by its client, and was awarded Best Partner Award of the 2019 Open Data Center Committee.

7. MiTAC Digital Tech. Corp. (MDT) launched its first dual-cameras driving video recorder with analog to digital conversion.

8. MDT’s brand Mio released its first radar driving video recorder.

9. Mio launched its first detachable dual-cameras driving video recorder for motorcycles.

10. 10.MDT released 7-inch and 10-inch Android[®] 9.0 system and passed GMS certification of rugged industrial tablet.

10

• 11.Mio MiVue™ driving video recorder product series received the “Best Choice” Award from Russian media Najdidevice, the “Editor’s Choice” Award from Russian IT-Expert, the “2019 Best IT Product Sward” from Channelworld.cz in the Czech Republic, and received the highest grading from “Which?”

• 12.Introduced versatile robotic process automation, and artificial intelligence technology applied to the back-end logistics operation system to improve efficiency.

Perspective of 2020 Business Vision Operations

Due to the Sino-U.S. trade war that has been carrying on for two years and the outbreak of the new coronavirus pneumonia (COVID-19) at the end of last year, the uncertainty of the overall market is increased, which adds to the challenge of flexibility and resilience on enterprises. In response to the tariff issue of the Sino-US trade war, in the Q4 of 2018, we resumed the Hsinchu factory and expanded the production lines subsequently. Thus, we managed to win the trust and support of our customers. Nonetheless, Mainland China bore the brunt of the COVID-19. Due to the outbreak, several measures such as personnel flow control have been taken. These measures indirectly caused problems to the supply chain. Order delays are unavoidable. Thus, the overall status of the outbreak will inevitably affect the global economy. In response to the pandemic, Mitac Group immediately formed a pandemic prevention and emergency center to keep abreast of the possible impact of the pandemic situation and comply with local regulations. The Group adopted contingency measures, including plant health management, employee care and overall anti-pandemic measures. Under the premise of employee health, the Group scheduled and adjusted production capacity and material supply in various factories around the world with great flexibility, so that operation and production can still be actively carried out under extreme conditions.

The 2020 global IT expenditure is expected to reach USD 3.9 trillion, with an increase of 3.4% from last year. Among those, the enterprise software market has fastest growth rate. It is estimated that by the year 2022, enterprise IT expenditures on cloud products will grow faster than non-cloud IT products. Soon, more innovative business models will emerge, which will drive the demand for cloud service providers’ building of data centers. According to the prediction of the “German Association of the Automotive Industry”, the global new car market will reach 78.90 million vehicles in 2020. Although it has dropped by 1% compared to last year, more than half of the new cars will be connected to the Internet. The automotive industry is undergoing the largest

11

transformation in history, with CASE (Connected, Autonomous, Shared, Electric) as a long-term vision to achieve safer and more efficient transportation.

With the release of 5G spectrum in various countries around the world and the successive transformation of business, 5G's high frequency bandwidth, low latency, intelligent distribution and edge features have allowed operators to launch various value-added services applications, such as artificial intelligence, deep learning, security monitoring and intelligent home. A new chapter of the intelligent era of IoT has started. In the era of industrial reshaping, MitacGroup uses the extension of core products and technologies to develop new business opportunities with industrial partners through strategic alliances.

MiTAC Computing Tech. Corp. specializes in cloud computing services, and its technology covers enterprise, data center, and carrier-grade servers, as well as industrial-grade products and R&D. With the experience of ODM and TYAN brands, and the integration with the open source communities, MCT hopes to play the role of a key solution provider in the telecommunications market opportunities brought by 5G. MiTAC Digital Tech. Corp., which focuses on automotive electronics, AIoT and professional business solutions, aims to work with partners to create a safer, more efficient and better driving environment in the infinitely possible field of connected vehicles through AI Vision Technology, computing and AIoT technologies to successively launch smart driving video recorders, networked driving video recorders and telematics boxes. Mitac Holdings Corp. continues to promote the digital transformation of the Group, pursue value-based growth and profitability, and give back long-term support to shareholders with steady growth and profitability.

Best regards,

Chairman: Miau, Matthew Feng Chiang

President: Ho, Jhi-Wu

Chief Accountant: Huang, Hsiu-Ling

12

Attachment 2

MiTAC Holdings Corporation

Audit Committee’s Review Report

2019 financial statements (January 1, 2019 to December 31, 2019) of MiTAC Holdings Corp. are prepared by the board of directors and audited by Wen Fang-Yu and Cheng Ya-Huei, CPAs, PricewaterhouseCoopers (PwC), Taiwan. These financial statements, along with 2019 business reports and earnings distribution plan, have been reviewed by us as Audit Committee of the Company and these reports and statements are indeed compliance with the related laws and regulations. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this review report for your consideration.

Submit to

2020Annual Meeting of Shareholders, MiTAC Holdings Corporation

MiTAC Holdings Corporation

Chairman of the Audit Committee: LU, SHYUE-CHING

February 27, 2020

13

Attachment 3

REPORT OF INDEPENDENT ACCOUNTANTS

PWCR19000254

To the Board of Directors and Shareholders of MiTAC Holdings Corporation

Opinion

We have audited the accompanying consolidated balance sheets of MiTAC Holdings Corporation and its subsidiaries (the “MiTAC Group”) as at December 31, 2019 and 2018, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the audit reports of other independent accountants, as described in the Other matter – reference to audit reports of other independent accountants section of our report, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the MiTAC Group as at December 31, 2019 and 2018, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audit of the consolidated financial statements as of and for the year ended December 31, 2019 in accordance with “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants”, “Rule No. Financial-Supervisory-Securities-Auditing-1090360805 issued by the Financial Supervisory Commission on February 25, 2020” and generally accepted auditing standards in the Republic of China (ROC GAAS); and in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS) for our audit of the consolidated financial statements as of and for the year ended December 31, 2018. Our responsibilities under those standards are further described in the Independent accountants’ responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the MiTAC Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the

~14~

Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the audit reports of the other independent accountants, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

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

Key audit matters for the MiTAC Group’s consolidated financial statements of the current period are stated as follows:

Sales revenue recognition

Description

For accounting policies on sales revenue recognition, please refer to Note 4(33). Considering that the sales revenue are material to its financial statements, the types of MiTAC Group products and sales terms are various, the timing of revenue recognition can only be determined when the controls of ownership for products are transferred to the customers based on contract terms of each different customer. Thus, we identified the sales revenue recognition as a key audit matter.

How our audit addressed the matter

We conducted audit procedures, including: discussed with management and evaluated the policy of revenue recognition; assessed the effectiveness of design and implementation of internal controls over recognition of revenue; sampled the transactions of terms, performance obligations, and prices and verifying the supporting documents for delivery to ensure the proper timing and amounts of recognition; selected sales transactions for a specific period prior to and after the balance sheet date and verified transaction documents to ensure sales revenue are recorded in the proper period.

Valuation of inventory

Description

The MiTAC Group is mainly engaged in manufacturing and selling computers, computer peripherals and communications products. Due to rapid technological innovations and fluctuations in market demands, there is a higher risk of inventory obsolescence. The MiTAC Group’s inventories are

~15~

measured at the lower of costs and net realisable values. For description of accounting policies on valuation of inventories, please refer to Note 4(14), and for uncertainty of accounting estimates and assumptions in relation to valuation of inventories, please refer to Note 5(2). Considering the MiTAC Group’s inventories were material to the consolidated financial statements and with various categories, and the valuation process was subject to management’s judgment, it was identified as a key audit matter.

How our audit addressed the matter

We performed audit procedures, including: discussed with management and evaluated the policies of inventory valuation; validated inventory aging report through checking the logic of calculating aged inventories and confirming the appropriateness of categorization of aged inventories; and validated the basis in determining net realizable values of obsolete or slow-moving inventories in order to evaluate the reasonableness of allowance for inventory valuation losses.

Other matter- reference to audit reports of other independent accountants

We did not audit a certain indirectly held investment accounted for using equity method that was included in the consolidated financial statements, whose financial statements were prepared under a different financial reporting framework. We have performed necessary audit procedures on conversion of those financial statements into financial information in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission. Those financial statements prior to conversion were audited by other independent accountants whose reports thereon have been furnished to us, and our opinion expressed herein is based solely on the audit report of the other independent accountants. Share of profit (loss) of associates and joint ventures accounted for using equity method amounted to NT$1,585,642 thousand and NT$1,108,426 thousand for the years ended December 31, 2019 and 2018, respectively. Investments accounted for using equity method amounted to NT$11,569,372 thousand and NT$10,783,025 thousand as at December 31, 2019 and 2018, respectively.

~16~

Other matter - Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial statements of MiTAC Holdings Corporation as at and for the years ended December 31, 2019 and 2018.

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

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

In preparing the consolidated financial statements, management is responsible for assessing the MiTAC 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 MiTAC Group or to cease operations, or has no realistic alternative but to do so.

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

Independent accountants’ 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 not a guarantee that an audit conducted in accordance with ROC GAAS 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 ROC GAAS, we exercise professional judgement and maintain

~17~

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 MiTAC 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 MiTAC Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our report. However, future events or conditions may cause the MiTAC 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 MiTAC 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 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

~18~

other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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

Wen, Fang-Yu Cheng, Ya-Huei

For and on behalf of PricewaterhouseCoopers, Taiwan February 27, 2020

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

~19~

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

Assets	Notes 6(1) 6(2) 6(3) 6(4) 6(5) and 12(2) 6(5), 7 and 12(2) 7 6(6) 6(14) 6(7) and 8 6(3) 6(8) 6(9) 6(10) and 7 6(12) 6(13) 6(31) 6(7) and 8	December31,2019 AMOUNT % $ 6,664,566 12 99,948 - 892,050 2 490,770 1 92,751 - 6,183,075 11 289,650 1 131,562 - 26,588 - 7,761,668 14 484,459 1 33,531 - 38,709 - 23,189,327 42 4,675,838 8 17,455,704 32 7,810,995 14 381,487 1 1,242,821 2 89,448 - 481,086 1 83,676 - 32,221,055 58 $ 55,410,382 100	December31,2018	December31,2018
		AMOUNT $ 6,664,566 99,948 892,050 490,770 92,751 6,183,075 289,650 131,562 26,588 7,761,668 484,459 33,531 38,709 23,189,327 4,675,838 17,455,704 7,810,995 381,487 1,242,821 89,448 481,086 83,676 32,221,055 $ 55,410,382	AMOUNT $ 5,725,216 114,424 837,497 - 92,212 4,720,458 360,980 76,621 52,824 6,488,102 524,001 - 41,214 19,033,549 3,190,291 16,714,037 7,154,611 - 1,128,292 102,788 440,054 282,529 29,012,602 $ 48,046,151	%
Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1120 Financial assets at fair value through other comprehensive income - current 1136 Financial assets at amortised cost - current 1150 Notes receivable - net 1170 Accounts receivable - net 1180 Accounts receivable - related parties - net 1200 Other receivables 1220 Current income tax assets 130X Inventories 1410 Prepayments 1460 Non-current assets held for sale - net 1470 Other current assets 11XX Total Current Assets Non-current assets 1517 Financial assets at fair value through other comprehensive income - non-current 1550 Investments accounted for using equity method 1600 Property, plant and equipment - net 1755 Right-of-use assets 1760 Investment property - net 1780 Intangible assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets				12 - 2 - - 10 1 - - 14 1 - -
				40
				7 35 15 - 2 - 1 -
				60
				100

(Continued)

~20~

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity

December31,2019 December31,2018 Notes AMOUNT % AMOUNT % 6(15) $ 3,803,871 7 $ - - 6(16) 8,637 - 1,295 - 6(25) 274,968 1 165,442 - 5,783,558 11 5,281,232 11 7 62,992 - 57,817 - 6(18) and 7 3,362,875 6 3,326,748 7 397,042 1 233,017 - 6(20) 142,592 - 133,202 - 7 41,204 - - - 225,092 - 238,831 1 14,102,831 26 9,437,584 19 6(17) 791,561 1 - - 6(20) 109,714 - 124,095 - 6(31) 382,573 1 378,264 1 7 148,024 - - - 6(18) 320,933 1 302,881 1 1,752,805 3 805,240 2 15,855,636 29 10,242,824 21 6(21) 10,772,829 19 9,367,677 19 6(22) 23,400,002 43 23,370,899 49 6(23) 1,167,412 2 837,787 2 12,265 - - - 3,818,704 7 4,131,139 9 6(24) 671,699 1 448,912 1 6(21) ( 353,087)( 1)( 353,087)( 1) 39,489,824 71 37,803,327 79 64,922 - - - 39,554,746 71 37,803,327 79 9(1)(2) 11 $ 55,410,382 100 $ 48,046,151 100

Current liabilities 2100 Short-term borrowings 2120 Financial liabilities at fair value through profit or loss - current 2130 Contract liabilities - current 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2230 Current income tax liabilities 2250 Provisions - current 2280 Lease liabilities - current 2300 Other current liabilities 21XX Total current Liabilities Non-current liabilities 2540 Long-term borrowings 2550 Provisions - non-current 2570 Deferred income tax liabilities 2580 Lease liabilities - non-current 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Share capital 3110 Common shares Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 3500 Treasury stocks 31XX Equity attributable to owners of the parent 36XX Non-controlling interests 3XXX Total equity Significant Contingent Liabilities And Unrecognised Contract Commitments Significant Events After the Balance Sheet Date 3X2X Total liabilities and equity

~21~

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

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

Items

Year ended December 31 2019 2018 Notes AMOUNT % AMOUNT % 6(25) and 7 $ 35,831,960 100 $ 30,751,819 100 6(6) and 7 ( 30,642,236 ) ( 85) ( 25,963,951) ( 84) 5,189,724 15 4,787,868 16 6(29)(30) ( 1,119,178 ) ( 3) ( 1,093,521) ( 4) ( 1,197,462 ) ( 3) ( 1,174,427) ( 4) ( 2,372,124 ) ( 7) ( 2,186,024) ( 7) ( 4,688,764 ) ( 13) ( 4,453,972) ( 15) 500,960 2 333,896 1 6(26) 496,228 1 479,033 1 6(27) ( 98,262 ) - 850,095 3 6(28) ( 55,905 ) - ( 13,078) - 6(8) 2,239,887 6 1,822,768 6 2,581,948 7 3,138,818 10 3,082,908 9 3,472,714 11 6(31) ( 309,119 ) ( 1) ( 176,465) - $ 2,773,789 8 $ 3,296,249 11

4000 Operating revenue 5000 Operating costs 5900 Gross profit Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Share of profit of associates and joint ventures accounted for using equity method 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year

(Continued)

~22~

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

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

Items

YearendedDecember31 2019 2018 Notes AMOUNT % AMOUNT % 6(18) ( $ 24,960 ) - $ 648 - 6(3)(24) 1,263,333 3 ( 451,947) ( 2) 6(8)(24) 19,993 - ( 70,311) - 6(31) 4,992 - 4,559 - 1,263,358 3( 517,051)( 2) 6(24) ( 637,983 ) ( 2) 369,024 1 6(8)(24) ( 381,175 )( 1)( 156,370) - ( 1,019,158 )( 3) 212,654 1 $ 244,200 - ($ 304,397)( 1) $ 3,017,989 8 $ 2,991,852 10 $ 2,817,880 8 $ 3,296,249 11 ($ 44,091 ) - $ - - $ 3,063,366 8 $ 2,991,852 10 ($ 45,377 ) - $ - - 6(32) $ 2.65 $ 3.11 6(32) $ 2.63 $ 3.09

Other comprehensive income (loss) - net Components of other comprehensive income(loss) that will not be reclassified to profit or loss 8311 (Losses) gains on remeasurements of defined benefit plans 8316 Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8320 Share of other comprehensive income 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 8310 Components of other comprehensive income(loss) that will not be reclassified to profit or loss Components of other comprehensive income(loss) that will be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements 8370 Share 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 8360 Components of other comprehensive income(loss) that will be reclassified to profit or loss 8300 Other comprehensive income (loss) for the year 8500 Total comprehensive income for the year Profit (loss), attributable to: 8610 Profit, attributable to owners of parent 8620 Loss, attributable to non-controlling interests Comprehensive income(loss) attributable to: 8710 Comprehensive income, attributable to owners of parent 8720 Comprehensive loss, attributable to non-controlling interests 9750 Basic earnings per share 9850 Diluted earnings per share

~23~

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (Expressed in thousands of New Taiwan dollars)

Notes Year 2018 Balance at January 1, 2018 Effects on adoption of IFRS 9 Balance at January 1, 2018 after adjustments Profit for 2018 Other comprehensive income (loss) for 2018 6(24) Total comprehensive income (loss) Distribution of 2017 earnings 6(23) Legal reserve Cash dividends Stock dividends Employee stock options exercised 6(22) Subsidiaries received cash dividends paid by the parent company6(22) Change of associates accounted for using equity method 6(22)(24) Proceeds from disposal of investments accounted for using equity method 6(21) Treasury stock retired 6(18) Proceeds from disposal of equity instruments measured at fair value through other comprehensive income 6(22) Balance at December 31, 2018 Year 2019 Balance at January 1, 2019 Effects on adoption of IFRS 16 Balance at January 1, 2019 after adjustments Profit (loss) for 2019 Other comprehensive income (loss) for 2019 6(24) Total comprehensive income (loss) Distribution of 2018 earnings 6(23) Legal reserve Special reserve Cash dividends Stock dividends Subsidiaries received cash dividends paid by the parent company6(22) Change of associates accounted for using equity method 6(22)(24) Proceeds from disposal of investments accounted for using equity method 6(24) Increase in non-controlling interests 6(22)(23) Compensation cost of subsidiaries’ employee stock options 6(19) Proceeds from disposal of equity instruments measured at fair value through other comprehensive income 6(24) Balance at December 31, 2019	Notes				Equity	attributable to	owners of the p	arent			Total	Non-controllin g interests	Total equity
		Share capital-common shares	Capital surplus	R	etained Earnings	Unappropriated retained earnings	Oth	er equity intere	st Unrealised gains or losses on available-for- sale financial assets	Treasury stocks
				Legal reserve	Special reserve		Exchange differences on translation of foreign financial statements	Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income
		$ 8,190,022 - 8,190,022 - - - - - 1,216,899 43,196 - - - ( 82,440) - $9,367,677 $ 9,367,677 - 9,367,677 - - - - - - 1,405,152 - - - - - - $ 10,772,829	$ 22,537,691 - 22,537,691 - - - - - - 20,860 15,607 898,481 ( 14,818) ( 86,922) - $23,370,899 $ 23,370,899 - 23,370,899 - - - - - - - 20,740 7,754 - 609 - - $ 23,400,002	$ 579,686 - 579,686 - - - 258,101 - - - - - - - - $ 837,787 $ 837,787 - 837,787 - - - 329,625 - - - - - - - - - $ 1,167,412	$ - - - - - - - - - - - - - - - $ - $ - - - - - - - 12,265 - - - - - - - - $ 12,265	$ 3,111,427 214,703 3,326,130 3,296,249 4,138 3,300,387 ( 258,101) ( 1,054,646) ( 1,216,899) - - ( 15,584) - - 49,852 $4,131,139 $ 4,131,139 ( 50) 4,131,089 2,817,880 ( 22,376) 2,795,504 ( 329,625) ( 12,265) ( 1,405,152) ( 1,405,152) - 4,624 ( 341) - - 40,022 $ 3,818,704	($ 275,630) - ( 275,630) - 212,654 212,654 - - - - - - - - - ($ 62,976) ($ 62,976) - ( 62,976) - ( 1,017,982) ( 1,017,982) - - - - - - - ( 770) - - ($ 1,081,728)	$ - 1,067,345 1,067,345 - ( 521,189) ( 521,189) - - - - - 15,584 - - ( 49,852) $ 511,888 $ 511,888 - 511,888 - 1,285,844 1,285,844 - - - - - ( 4,624) 341 - - ( 40,022) $ 1,753,427	$ 1,127,869 ( 1,127,869) - - - - - - - - - - - - - $ - $ - - - - - - - - - - - - - - - - $ -	($ 522,449) - ( 522,449) - - - - - - - - - - 169,362 - ($ 353,087) ($ 353,087) - ( 353,087) - - - - - - - - - - - - - ($ 353,087)	$ 34,748,616 154,179 34,902,795 3,296,249 ( 304,397) 2,991,852 - ( 1,054,646) - 64,056 15,607 898,481 ( 14,818) - - $37,803,327 $ 37,803,327 ( 50) 37,803,277 2,817,880 245,486 3,063,366 - - ( 1,405,152) - 20,740 7,754 - ( 161) - - $ 39,489,824	$ - - - - - - - - - - - - - - - $ - $ - - - ( 44,091) ( 1,286) ( 45,377) - - - - - - - 109,581 718 - $ 64,922	$ 34,748,616 154,179 34,902,795 3,296,249 ( 304,397) 2,991,852 - ( 1,054,646) - 64,056 15,607 898,481 ( 14,818) - - $37,803,327 $ 37,803,327 ( 50) 37,803,277 2,773,789 244,200 3,017,989 - - ( 1,405,152) - 20,740 7,754 - 109,420 718 - $ 39,554,746

~24~

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Expected credit (gain on reversal in expected credit loss) loss Loss on inventory market value decline Depreciation Amortization Amortization of long-term prepaid rent Compensation cost of employee share-based payment transactions Interest income Interest expense Dividend income Gain of financial assets/liabilities at fair value through profit or loss Share of profit of associates and joint ventures accounted for using equity method Loss (gain) on disposal of investments Gain on disposal of property, plant and equipment Changes in operating assets and liabilities Changes in operating assets Notes receivable Accounts receivable Other receivables Inventories Prepayments Other current assets Changes in operating liabilities Contract liabilities Accounts payable Other payables Other current liabilities Provisions for liabilities Accrued pension liabilities Cash (outflow) inflow generated from operations Payment of interest Receipt of interest Cash dividend received Payment of income tax Net cash flows from operating activities

Notes 2019 2018 $ 3,082,908 $ 3,472,714 12(2) ( 14,812 ) 17,794 6(6) 231,906 30,550 6(29) 836,105 632,615 6(13)(29) 84,614 95,402 - 7,144 6(19) 718 - 6(26) ( 89,404 ) ( 90,939 ) 6(28) 55,905 13,078 6(26) ( 190,145 ) ( 189,020 ) 6(27) ( 9,828 ) ( 5,480 ) 6(8) ( 2,239,887 ) ( 1,822,768 ) 6(27) 5,444 ( 872,181 ) 6(27) ( 255 ) ( 33,898 ) ( 539 ) ( 6,771 ) ( 1,478,028 ) ( 281,655 ) ( 52,830 ) ( 16,031 ) ( 1,603,717 ) ( 126,167 ) 39,542 ( 153,436 ) 2,321 55,748 109,526 ( 19,453 ) 559,771 ( 37,093 ) 30,338 ( 138,861 ) ( 13,739 ) ( 117,633 ) ( 3,914 ) ( 34,158 ) ( 3,358) ( 56,270) ( 661,358 ) 323,231 ( 50,117 ) ( 14,523 ) 87,293 89,802 1,007,530 876,424 ( 150,589) ( 225,601) 232,759 1,049,333

(Continued)

~25~

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss (Increase) decrease in other financial assets Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Increase in financial assets at amortised cost Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method Proceeds from capital reduction of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in investment property Increase in intangible assets Decrease in refundable deposits Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term borrowings (Decrease) increase in guarantee deposits Employee stock options exercised Repayment of principal portion of lease liabilities Proceeds from long-term borrowings Investments increased by non-controlling interest Cash dividends paid Net cash flows from (used in) financing activities Effects of changes in exchange rates Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

Notes 2019 2018 ($ 78,000 ) $ - 109,645 912 ( 25,078 ) 24,089 ( 360,062 ) ( 500,439 ) 37,299 206,068 45,389 34,035 ( 490,770 ) - - ( 585,459 ) 6(8) - 1,716,328 20,307 - 6(9) ( 1,622,516 ) ( 1,112,183 ) 17,521 39,272 6(12) ( 125,783 ) ( 5,208 ) 6(13) ( 71,351 ) ( 63,205 ) 1,305 583 ( 2,542,094) ( 245,207) 6(35) 3,834,646 ( 2,137,655 ) 6(35) ( 3,250 ) 4,752 - 64,056 6(35) ( 44,205 ) - 6(35) 791,561 - 6(33) 109,420 - 6(34) ( 1,384,412) ( 1,039,039) 3,303,760 ( 3,107,886) ( 55,075) ( 28,015) 939,350 ( 2,331,775 ) 6(1) 5,725,216 8,056,991 6(1) $ 6,664,566 $ 5,725,216

~26~

REPORT OF INDEPENDENT ACCOUNTANTS

PWCR19000265

To the Board of Directors and Shareholders of MiTAC Holdings Corporation

Opinion

We have audited the accompanying parent company only balance sheets of MiTAC Holdings Corporation (the “Company”) as at December 31, 2019 and 2018, and the parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the audit reports of other independent accountants, as described in the Other matters section of our report, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of MiTAC Holdings Corporation as at December 31, 2019 and 2018, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.

Basis for opinion

We conducted our audit of the parent company only financial statements as of and for the year ended December 31, 2019 in accordance with “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants”, “Financial Supervisory Commission Order No. Financial-Supervisory-Securities-Auditing-1090360805 of February 25, 2020” and generally accepted auditing standards in the Republic of China (ROC GAAS); and in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS) for our audit of the consolidated financial statements as of and for the year ended December 31, 2018. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the parent company only Financial Statements section of our report. We are independent of the Company in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the audit reports of the other independent accountants, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

~27~

Key audit matters

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

As of December 31, 2019, the Company recognised MiTAC International Corporation and its subsidiaries, MiTAC Computing Technology Corporation and its subsidiaries and MiTAC Digital Technology Corporation and its subsidiaries, as investments accounted for using equity method, please refer to Note 6(3) for the details. The aforementioned investments accounted for using equity method constitute 98% of the Company’s total assets. Thus, we consider the following key audit matters of the Company’s investees also as key audit matters of the Company.

Sales revenue recognition

Description

Given that revenues are material to the financial statements of the subsidiaries that are accounted for using equity method, the types of products and sales terms are various, the timing of revenue recognition can only be determined when the controls of ownership for products are transferred to the customers based on contract terms of each different customer. Thus, we identified the sales revenue recognition of investees as a key audit matter.

How our audit addressed the matter

We conducted audit procedures, including: discussed with management and evaluated the policy of revenue recognition; assessed the effectiveness of design and implementation of internal controls over recognition of revenue; sampled the transactions of terms, performance obligations, and prices and verifying the supporting documents for delivery to ensure the proper timing and amounts of recognition; selected sales transactions for a specific period prior to and after the balance sheet date and verified transaction documents to ensure sales revenue are recorded in the proper period.

~28~

Valuation of inventory

Description

Subsidiaries accounted for using equity method were mainly engaged in manufacturing and selling computers and their peripherals and communications products. Since the industry involved rapidly changing technology and were affected by market demand, there was higher risk of incurring inventory valuation losses or having obsolete inventory. Inventories of investees were measured at the lower of cost and net realisable value. Considering that these inventories were significant, items were voluminous and the valuation is associated with subjective judgement, we identified valuation of inventory of the subsidiaries as a key audit matter.

How our audit addressed the matter

We performed audit procedures, including: discussed with management and evaluated the policy of inventory valuation,validated inventory aging report through checking the logic of calculating aged inventories and confirming the appropriateness of categorization of aged inventories; and validated the basis in determining net realizable values of obsolete or slow-moving inventories in order to evaluate the reasonableness of allowance for inventory valuation losses.

Other matter- reference to reports of other independent accountants

We did not audit certain investments accounted for under the indirect equity method that were included in the parent company only financial statements, whose financial statements were prepared under a different financial reporting framework. The Company converted the financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”. Share of profit (loss) of associates and joint ventures accounted for using equity method amounted to NT$1,585,642 thousand and NT$1,108,426 thousand for the years ended December 31, 2019 and 2018, respectively. Investments accounted for using equity method amounted to NT$11,569,372 thousand and NT$10,783,025 thousand as at December 31, 2019 and 2018, respectively. Those financial statements before adjustments were audited by other independent accountants whose reports thereon have been furnished to us, and our opinion expressed herein is based solely on the audit reports of the other independent accountants.

~29~

Responsibilities of management and those charged with governance for the parent

company only financial statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditor’s responsibilities for the audit of the parent company only financial

statements

Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 ROC GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

As part of an audit in accordance with ROC GAAS, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

1. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for

~30~

one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

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

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

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

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

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.

~31~

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s 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.

Wen, Fang-Yu

Cheng, Ya-Huei

For and on behalf of PricewaterhouseCoopers, Taiwan February 27 , 2020

---

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

~32~

MiTAC HOLDINGS CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

Assets	Notes 6(1) 7 6(2) 6(3) 6(4)	December31,2019 AMOUNT % $ 56,403 - 4 - 181,297 1 7,907 - 1,004 - 246,615 1 350,664 1 40,119,449 98 3,184 - 106 - 40,473,403 99 $ 40,720,018 100	December31,2018	December31,2018
		AMOUNT $ 56,403 4 181,297 7,907 1,004 246,615 350,664 40,119,449 3,184 106 40,473,403 $ 40,720,018	AMOUNT $ 145,995 24 487,494 6,417 941 640,871 429,695 37,241,750 3,980 100 37,675,525 $ 38,316,396	%
Current assets 1100 Cash and cash equivalents 1200 Other receivables 1210 Other receivables - related parties 1220 Current income tax assets 1410 Prepayments 11XX Total Current Assets Non-current assets 1517 Financial assets at fair value through other comprehensive income - non-current 1550 Investments accounted for using equity method 1600 Property, plant and equipment 1920 Guarantee deposits paid 15XX Total Non-current assets 1XXX Total assets				1 - 1 - -
				2
				1 97 - -
				98
				100

(Continued)

~33~

MiTAC HOLDINGS CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity

December31,2019 December31,2018 Notes AMOUNT % AMOUNT % 6(5)(16) $ 1,000,000 2 $ - - 9,538 - 8,961 - 6(16) and 7 13,826 - 449,382 1 206,726 1 54,622 - 104 - 104 - 1,230,194 3 513,069 1 1,230,194 3 513,069 1 6(7) 10,772,829 27 9,367,677 25 6(8) 23,400,002 58 23,370,899 61 6(9) 1,167,412 3 837,787 2 12,265 - - - 3,818,704 9 4,131,139 11 6(10) 671,699 1 448,912 1 6(7) ( 353,087) ( 1) ( 353,087) ( 1) 39,489,824 97 37,803,327 99 $ 40,720,018 100 $ 38,316,396 100

Current liabilities 2100 Current borrowings 2200 Other payables 2220 Other payables - related parties 2230 Current income tax liabilities 2300 Other current liabilities 21XX Total Current Liabilities 2XXX Total Liabilities Equity Share capital 3110 Common stock Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 3500 Treasury stocks 3XXX Total equity 3X2X Total liabilities and equity

~34~

MiTAC HOLDINGS CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

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

Items

YearendedDecember31 2019 2018 Notes AMOUNT % AMOUNT % 6(2)(3) $ 2,861,497 100 $ 3,301,845 100 6(12)(13) and 7 ( 34,232 )( 1)( 31,195)( 1) 2,827,265 99 3,270,650 99 6(11) and 7 15,128 - 35,268 1 9 - 36 - 6(5) ( 2,084 ) - ( 236) - 13,053 - 35,068 1 2,840,318 99 3,305,718 100 6(14) ( 22,438 )( 1)( 9,469) - $ 2,817,880 98 $ 3,296,249 100 6(2)(10) ( $ 128,931 ) ( 5) ($ 23,711) ( 1) 6(3)(10) 1,392,399 49( 493,340)( 15) 1,263,468 44( 517,051)( 16) 6(3)(10) ( 1,017,982 )( 35) 212,654 7 ( 1,017,982 )( 35) 212,654 7 $ 245,486 9($ 304,397)( 9) $ 3,063,366 107 $ 2,991,852 91 6(15) $ 2.65 $ 3.11 6(15) $ 2.63 $ 3.09

4000 Operating revenue Operating expenses 6200 General and administrative expenses 6900 Operating profit Non-operating income and expenses 7010 Other income 7020 Other gains and losses 7050 Finance costs 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year Other comprehensive income Components of other comprehensive income(loss) that will not be reclassified to profit or loss 8316 Unrealized losses from investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8310 Components of other comprehensive income(loss) that will not be reclassified to profit or loss Components of other comprehensive income(loss) that will be reclassified to profit or loss 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 8360 Components of other comprehensive income(loss) that will be reclassified to profit or loss 8300 Other comprehensive income (loss) for the year 8500 Total comprehensive income for the year 9750 Basic earnings per share 9850 Diluted earnings per share

~35~

MiTAC HOLDINGS CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Notes Year 2018 Balance at January 1, 2018 Effects on adoption of IFRS 9 Balance at January 1, 2018 after adjustments Profit for 2018 Other comprehensive income (loss) for 2018 Total comprehensive income (loss) Distribution of 2017 earnings 6(9) Legal reserve Cash dividends Stock dividends Employee stock options exercised 6(7)(8) Subsidiaries received cash dividends paid by the parent company 6(8) Change of subsidiaries and associates accounted for using equity method 6(8) Proceeds from subsidiaries' disposal of investments accounted for using equity method 6(8) Proceeds from disposal of equity instruments measured at fair value through other comprehensive income 6(10) Treasury stock retired 6(7)(8) Balance at December 31, 2018 Year 2019 Balance at January 1, 2019 Effects on adoption of IFRS 16 Balance at January 1, 2019 after adjustments Profit for 2019 Other comprehensive income(loss) for 2019 Total comprehensive income(loss) Distribution of 2018 earnings 6(9) Legal reserve Special reserve Cash dividends Stock dividends Subsidiaries received cash dividends paid by the parent company 6(8) Change of subsidiaries and associates accounted for using equity method 6(8)(10) Proceeds from subsidiaries' disposal of investments accounted for using equity method 6(10) Proceeds from disposal of equity instruments measured at fair value through other comprehensive income Adjustments in equity due to non-subscription the new shares issued by subsidiaries proportionately to ownership Balance at December 31, 2019	Notes		Common stock		Capital surplus			R	etained Earnings			O	th	er equity interes	t	Treasury stocks		Total equity
							Legal reserve		Special reserve	r	Unappropriated etained earnings	Exchange differences on translation of foreign financial statements	a f	Total Unrealised gains (losses) from financial ssets measured at air value through other comprehensive income	Unrealised gain or loss on available-for-sal e financial assets
		$ 8,190,022 - 8,190,022 - - - - - 1,216,899 43,196 - - - - ( 82,440 ) $ 9,367,677 $ 9,367,677 - 9,367,677 - - - - - - 1,405,152 - - - - - $ 10,772,829		$ 22,537,691 - 22,537,691 - - - - - - 20,860 15,607 898,481 ( 14,818 ) - ( 86,922 ) $ 23,370,899 $ 23,370,899 - 23,370,899 - - - - - - - 20,740 7,754 - - 609 $ 23,400,002			$ 579,686 - 579,686 - - - 258,101 - - - - - - - - $ 837,787 $ 837,787 - 837,787 - - - 329,625 - - - - - - - - $ 1,167,412		$ - - - - - - - - - - - - - - - $ - $ - - - - - - - 12,265 - - - - - - - $ 12,265	$ 3,111,427 214,703 3,326,130 3,296,249 4,138 3,300,387 ( 258,101 ) ( 1,054,646 ) ( 1,216,899 ) - - ( 15,584 ) - 49,852 - $ 4,131,139 $ 4,131,139 ( 50 ) 4,131,089 2,817,880 ( 22,376 ) 2,795,504 ( 329,625 ) ( 12,265 ) ( 1,405,152 ) ( 1,405,152 ) - 4,624 ( 341 ) 40,022 - $ 3,818,704		($ 275,630 ) - ( 275,630 ) - 212,654 212,654 - - - - - - - - - ($ 62,976 ) ($ 62,976 ) - ( 62,976 ) - ( 1,017,982 ) ( 1,017,982 ) - - - - - - - - ( 770 ) ($ 1,081,728 )	$ - 1,067,345 1,067,345 - ( 521,189 ) ( 521,189 ) - - - - - 15,584 - ( 49,852 ) - $ 511,888 $ 511,888 - 511,888 - 1,285,844 1,285,844 - - - - - ( 4,624 ) 341 ( 40,022 ) - $ 1,753,427		$ 1,127,869 ( 1,127,869 ) - - - - - - - - - - - - - $ - $ - - - - - - - - - - - - - - - $ -	($ 522,449 ) - ( 522,449 ) - - - - - - - - - - - 169,362 ($ 353,087 ) ($ 353,087 ) - ( 353,087 ) - - - - - - - - - - - - ($ 353,087 )	$ 34,748,616 154,179 34,902,795 3,296,249 ( 304,397 ) 2,991,852 - ( 1,054,646 ) - 64,056 15,607 898,481 ( 14,818 ) - - $ 37,803,327 $ 37,803,327 ( 50 ) 37,803,277 2,817,880 245,486 3,063,366 - - ( 1,405,152 ) - 20,740 7,754 - - ( 161 ) $ 39,489,824

~36~

MiTAC HOLDINGS CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation Share of profit of associates accounted for using equity method Interest income Dividend income Interest expense Changes in operating assets and liabilities Changes in operating assets Prepayments Other receivables - related parties Changes in operating liabilities Other payables Other payables - related parties Other current liabilities Cash (outflow) inflow generated from operations Cash dividend received Receipt of interest Payment of interest Payment of income tax Net cash flows from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Loans lent to related parties Loans repaid from related parties Acquisition of financial assets at fair value through other comprehensive income Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method Acquisition of property, plant and equipment Increase in refundable deposits Net cash flows from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Increase on loans from related parties Repayment on loans to related parties Employee stock options exercised Cash dividends paid Net cash flows used in financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

Notes 2019 2018 $ 2,840,318 $ 3,305,718 6(4)(12) 796 673 6(3) ( 2,853,652 ) ( 3,295,017 ) 6(11) ( 14,812 ) ( 34,770 ) 6(2) ( 7,845 ) ( 6,828 ) 6(5) 2,084 236 ( 63 ) ( 211 ) 54,381 77,977 406 ( 1,683 ) ( 41,889 ) ( 35,918 ) - 99 ( 20,276 ) 10,276 6(3) 432,980 735,583 15,481 36,418 ( 1,913 ) ( 236 ) ( 14,322 ) ( 88,092 ) 411,950 693,949 7 ( 2,787,274 ) ( 6,468,328 ) 7 3,186,569 7,997,033 6(2) ( 49,900 ) ( 446,979 ) 6(3) ( 46,500 ) - 16 - 6(4) - ( 3,980 ) ( 6 ) - 302,905 1,077,746 6(5)(16) 1,000,000 - 6(16) and 7 2,437,374 2,764,350 6(16) and 7 ( 2,836,669 ) ( 3,853,055 ) - 64,056 6(9) ( 1,405,152 ) ( 1,054,646 ) ( 804,447 ) ( 2,079,295 ) ( 89,592 ) ( 307,600 ) 6(1) 145,995 453,595 6(1) $ 56,403 $ 145,995

~37~

Attachment 4

MiTAC Holdings Corp.

Comparison Table of Amendment to the Procedures

for Loaning Funds to Others

Original Article	Amended Article	Reasons for amendment
Article 9 (The term and the content shall announce and report) The Company should enter the following information into the information declaration website designated by the competent authority according to the prescribed format and content. I.- III.（Omitted） “Date of occurrence” in these Regulations means the date of transactioncontract signing, date of payment, dates of boards of directors resolutions, or other date that can confirm the counterparty and monetary amount of the transaction,whichever date is earlier.	Article 9 (The term and the content shall announce and report) The Company should enter the following information into the information declaration website designated by the competent authority according to the prescribed format and content. I.- III.（Omitted） “Date of occurrence” in these Regulations means the date of contract signing, date of payment, dates of boards of directors resolutions, or other date that can confirm the counterparty and monetary amount of theloan of funds , whichever date is earlier.	To comply with the Financial Supervisory Commission, R.O.C. (Ref. no.：1080304826) on March 7th2019.
Article 10(Procedures for controlling and managing loans of funds to Others by subsidiaries.) If a subsidiary of the Company intends to loan Funds to others for operating needs, it shall comply with the following procedures: I.- II.（Omitted） III. The restriction in the third article paragraph 1, subparagraph 2 and the fourteenth paragraph 3 of “Regulations Governing Loaning of Funds Making of Endorsements/Guarantees by Public Companies” shall not apply to inter-company loans of funds, overseas companies in which the public company holds, directly or indirectly, 100% of the voting shares. However, the Company shallcomply with the article 9 paragraph 3 and 4 of the Regulations, still prescribe limits and shall specify limits on the durations of such loans.	Article 10(Procedures for controlling and managing loans of funds to Others by subsidiaries.) If a subsidiary of the Company intends to loan Funds to others for operating needs, it shall comply with the following procedures: I.- II.（Omitted） III. The restriction in the article 3 paragraph 1, subparagraph 2 and the article 14 paragraph 3 of “Regulations Governing Loaning of Funds Making of Endorsements/Guarantees by Public Companies” shall not apply to inter-company loans of funds between overseas companies in which the Company holds, directly or indirectly, 100% of the voting shares, nor to loans of fund to the Company by any overseas company in which the Company holds, directly or indirectly, 100% of the voting	To comply with the Financial Supervisory Commission, R.O.C. (Ref. no.：1080304826) on March 7th2019.
	shares. However, the Company shall still prescribe limitson the aggregate amount of such loans and on the amount of such loans permitted to a single borrower,and shall specify limits on the durations of such loans.

~38~

Original Article	Amended Article	Reasons for amendment
Article 11(Penalty) Penalty for violation of the Company's Procedures for Loaning Funds to Others by managers or personnel in charge should be according to the regulations of the Company's employee reward and punishment, penalties are severed along with the circumstances.	Article 11(Penalty) Penalty for violation of the Company's Procedures for Loaning Funds to Others by managers or personnel in charge should be according to the regulations of the Company's employee reward and punishment, penalties are severed along with the circumstances. When a responsible person of the Company violates the article 3 paragraph	To comply with the Financial Supervisory Commission, R.O.C. (Ref. no.：1080304826) on March 7th2019.
	1 of“Regulations Governing Loaning of
	Funds Making of Endorsements/Guarantees by Public Companies”, the responsible person shall bear joint and several liability with the borrower for repayment; if the Company suffers damage, the responsible person also shall be liable for damages.
Article 13 (Implementation and Amendments) This Procedure shall be approved by more than half of the members of the Audit Committee, approved by board resolution, and be submitted to and approved by a shareholders meeting prior to obtaining effect. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to the Audit Committee and presented at the shareholders' meeting for discussion. The same procedures shall apply for future amendments. If the approval of one-half or more of all Audit Committee members as required in the preceding paragraph is not obtained, it should be approved by two-thirds or more of all directors and the resolution of the Audit Committee should be recorded in the minutes of the Board of Directors meeting. When the Company submits this Procedure for discussion by the Board of Directors pursuant to the 1st paragraph, the Board of Directors shall take into full consideration each independent director's opinion If an independent director expresses any dissent or reservation, it shall be specifically	Article 13 (Implementation and Amendments) This Procedure shall be approved by more than half of the members of the Audit Committee, approved by board resolution, and be submitted to and approved by a shareholders meeting prior to obtaining effect. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to the Audit Committee and presented at the shareholders' meeting for discussion. The same procedures shall apply for future amendments. If the approval of one-half or more of all Audit Committee members as required in the preceding paragraph is not obtained, it should be approved by two-thirds or more of all directors and the resolution of the Audit Committee should be recorded in the minutes of the Board of Directors meeting.	To comply with the Financial Supervisory Commission, R.O.C. (Ref. no.：1080304826) on March 7th2019.

~39~

Original Article	Amended Article	Reasons for
		amendment
recorded in the minutes of the Board of Directors meeting.
Article 14 (Date of Amendments) This Procedures was enacted on June 24, 2013. The first amendment was made on June 21, 2016. The second amendment was made on May 30, 2019.	Article 14 (Date of Amendments) This Procedures was enacted on June 24, 2013. The first amendment was made on June 21, 2016. The second amendment was made on May 30, 2019. The third amendment was made on May 28, 2020.	Adding amendments frequency and dates.

~40~

Attachment 5

MiTAC Holdings Corp.

Comparison Table for Amendment to the Procedures

for Endorsements and Guarantees

Original Article	Amended Article	Reasons for amendment
Article 9(The term and the content shall announce and report) The Company should enter the following data to the information reporting website designated by the Financial Supervisory Commission (FSC) according to the prescribed format and content. I.（Omitted） II. The Company whose balance of endorsements/guarantees reaches one of the following levels shall announce and report such event within two days commencing immediately from the date of occurrence: (I~ II).（Omitted） (III). The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches NT$10 millions or more and the aggregate amount of all endorsements/guarantees for,long-term investment in, and balance of loans to, such enterprise reaches 30 percent or more of the Company's net worth as stated in its latest financial statement. (IV).（Omitted） The Company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such subsidiary is required to announce and report pursuant to item 4 subparagraph 2 of the preceding paragraph. “Date of occurrence” in this Procedure means the date oftransactioncontract signing, date of payment, dates of boards of directors resolutions, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier.	Article 9(The term and the content shall announce and report) The Company should enter the following data to the information reporting website designated by the Financial Supervisory Commission (FSC) according to the prescribed format and content. I.（Omitted） II. The Company whose balance of endorsements/guarantees reaches one of the following levels shall announce and report such event within two days commencing immediately from the date of occurrence: (I~ II).（Omitted） (III). The balance of endorsements/guarantees by the Company and its subsidiaries for a single enterprise reaches NT$10 millions or more and the aggregate amount of all endorsements/guarantees for,carrying value of equity methodinvestment in, and balance of loans to, such enterprise reaches 30 percent or more of the Company's net worth as stated in its latest financial statement. (IV).（Omitted） The Company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such subsidiary is required to announce and report pursuant to item 4 subparagraph 2 of the preceding paragraph. “Date of occurrence” in this Procedure means the date of contract signing, date of payment, dates of boards of directors resolutions, or other date that can confirm the counterparty and monetary amount ofendorsement/guarantee, whichever date is earlier.	To comply with the Financial Supervisory Commission, R.O.C. (Ref. no.：1080304826) on March 7th2019.
Article 13 (Implementation and Amendments)	Article 13 (Implementation and Amendments)	To comply with the

~41~

Original Article	Amended Article	Reasons for amendment
This Procedure shall be approved by more than half of the members of the Audit Committee, approved by board resolution, and be submitted to and approved by a shareholders meeting prior to obtaining effect. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to the Audit Committee and presented at the shareholders' meeting for discussion. The same procedures shall apply for future amendments. If the approval of one-half or more of all Audit Committee members as required in the preceding paragraph is not obtained, it should be approved by two-thirds or more of all directors and the resolution of the Audit Committee should be recorded in the minutes of the Board of Directors meeting. When the Company submits this Procedure for discussion by the Board of Directors pursuant to the 1st paragraph, the Board of Directors shall take into full consideration each independent director's opinion If an independent director expresses any dissent or reservation, it shall be specifically recorded in the minutes of the Board of Directors meeting.	This Procedure shall be approved by more than half of the members of the Audit Committee, approved by board resolution, and be submitted to and approved by a shareholders meeting prior to obtaining effect. If any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the director's dissenting opinion to the Audit Committee and presented at the shareholders' meeting for discussion. The same procedures shall apply for future amendments. If the approval of one-half or more of all Audit Committee members as required in the preceding paragraph is not obtained, it should be approved by two-thirds or more of all directors and the resolution of the Audit Committee should be recorded in the minutes of the Board of Directors meeting.	Financial Supervisory Commission, R.O.C. (Ref. no.：1080304826) on March 7th2019.
Article 14 (Date of Amendments) This Procedures was enacted on June 24, 2013. The first amendment was made on June 21, 2016. The second amendment was made on May 30, 2019.	Article 14 (Date of Amendments) This Procedures was enacted on June 24, 2013. The first amendment was made on June 21, 2016. The second amendment was made on May 30, 2019. The third amendment was made on May 28, 2020.	Adding amendments frequency and dates.

~42~

Attachment 6

MiTAC Holdings Corp.

Comparison Table of Amendment to

the Rules of Procedures for Shareholders' Meeting

Original Article	Amended Article	Reasons for amendment
	Article 1: To establish a strong governance system and sound supervisory capabilities for the Company’s shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.	a. New provision. b. To comply with the law and regulation and to facilitate the practical needs.
Article 1: Except for otherwise provided by the laws and regulations, the shareholders’ meeting of the Company shall comply with the Rules of Procedures.	Article 2: The rules of procedures for the Company’s shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.	Text correction
	Article 3(Convening shareholders meetings and shareholders meeting notices): Unless otherwise provided by law or regulation, the Company’s shareholders meetings shall be convened by the board of directors. The Company shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting. The Company shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting materials and upload them to the MOPS before 21 days before the date of the regular shareholders meeting or before 15 days before the date of the special shareholders meeting. In addition, before 15 days before the date of the	a. New provision. b. To comply with the law and regulation and to facilitate the practical needs.

~43~

Original Article	Amended Article	Reasons for amendment
	shareholders meeting, the Company shall also have prepared the shareholders meeting agenda and supplemental meeting materials and made them available for review by shareholders at any time. The meeting agenda and supplemental materials shall also be displayed at the Company and the professional shareholder services agent designated thereby as well as being distributed on-site at the meeting place. The reasons for convening a shareholders meeting shall be specified in the meeting notice and public announcement. With the consent of the addressee, the meeting notice may be given in electronic form. Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, dissolution, merger, spin-off, or any matter under Article 185, paragraph 1 of the Company Act, shall be set out in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion. The essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the company, and such website shall be indicated in the above notice. Matters including the accession date regarding election of directors shall be listed in the agenda of shareholders meeting. After the election at the shareholders meeting, there shall be no changes to accession date by special motions or other means. A shareholder holding 1 percent or more of the total number of issued shares may submit to the Company proposal for discussion at a regular shareholders meeting. Such proposals, however, are limited to one item only, and no

~44~

Original Article	Amended Article	Reasons for amendment
	proposal containing more than one item will be included in the meeting agenda. However, the shareholder proposal which is to urge the Company to promote public interest or fulfill its social responsibilities, and the board of directors must still include the proposal. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. Prior to the book closure date before a regular shareholders meeting is held, the Company shall publicly announce that it will receive shareholder proposals, written or electronic acceptance, and the location and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal. Prior to the date for issuance of notice of a shareholders meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
Article 2 Shareholders in the Rules of Procedures refer to the shareholders themselves and the presenting proxies engaged by shareholders.		Deleted provision.
Article 3 Attendance card shall be provided by the attending shareholders for singing in. The number of presenting shares shall be based on the number of the sign-in card, plus the number of shares		Adjust to Article 9, paragraph 1.

~45~

Original Article	Original Article	Amended Article	Amended Article	Reasons for amendment
with voting right exercised in written or electronic form.
		Article 4: For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company 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 the Company before 5 days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. After a proxy form has been delivered to the Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to the Company before 2 business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.		a. New provision. b. To comply with the law and regulation and to facilitate the practical needs.
Article 4 The attendanceand voting at the shareholders’ meeting shall be based on the number of shares.				Adjust to Article 9, paragraph 1.
Article 5 The convening venue of the shareholders’ meeting shall be at the location of the Company,or the location of the factory of branches subordinated to the Company,or a location where is convenient for shareholders to present at and suitable for the convening of the shareholders’ meeting. The starting time of the meeting shall not be earlier than 9:00 am or later than 3:00pm.		Article 5 time and		To comply with the law and regulation and to facilitate the practical needs.

~46~

Original Article	Amended Article	Reasons for amendment
	Article 6 (Preparation of documents such as the attendance book): The Company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. Shareholders and their proxies (collectively,"shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification. The Company 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. The Company 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.	a. New provision. b. To comply with the law and regulation and to facilitate the practical needs.
Article6: If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairman of the	Article 7 (The chairman and non-voting participants of a shareholders meeting): If a shareholders meeting is convened by the board of directors, the meeting	a. Article adjustment. b. Text correction. c. To comply with the law and regulation and

~47~

Original Article	Amended Article	Reasons for amendment
board. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, the vice chairman shall act in place of the chairman; if there is no vice chairmanor the vice chairman also is unable to present himself/herself,the chairman shall appoint one of the directors to act as chairman. Where the chairman does not make such a designation, the directors shall select from among themselves one person to serve as chairman. 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.	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 vice chairman shall act in place of the chairman; if there is no vice chairman or the vice chairman also ison leave or for any reason unable to exercise the powers of the vice chairman,the chairman shall appoint one of the directors to act as chairman. Where the chairman does not make such a designation, the directors shall select from among themselves one person to serve as chairman. When a director serves as chairman, as referred to in the preceding paragraph, the director shall be one who has held that position for six months or more and who understands the financial and business conditions of the Company. The same shall be true for a representative of a juristic person director that serves as chairman. It is advisable that shareholders meetings convened by the board of directors be chaired by the chairman of the board in person and attended by a majority of the directors (incl. At least one independent director) and the convener of the auditing committee in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chairman from among themselves. The Companymay appointits attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.	to facilitate the practical needs.
Article 7: The attorneys, certified public accountants, or related persons retained by by the Company may attend the		a. Adjust to Article 7, paragraph 5. b. Text correction.

~48~

Original Article	Amended Article	Amended Article	Reasons for amendment
shareholders’ meeting in a non-voting capacity
Article8: Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands. The chairman 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 bearingthe word "Proctor."			a. Adjust to Article 17, paragraph 1 and 2. b. To comply with the law and regulation and to facilitate the practical needs.
Article9: Audio or video recording of the full course of the shareholders’meeting shall be made and kept for at least one year.	Article8 (Documentation of a shareholders meeting by audio or video): The Company, 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.		a. Article adjustment. b. Text correction. c. To comply with the law and regulation and to facilitate the practical needs.
Article10: The Chairman shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairman may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour,	Article9: Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically. TheChairmanshall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairman may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour,		a.Article adjustment. b. Paragraph 1 incorporated herein from original Article 3 and 4. c. Text correction. d. To comply with the law and regulation and to facilitate the practical needs.

~49~

Original Article	Amended Article	Reasons for amendment
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,a tentative resolution may be passed according to paragraph 1, Article 175 of the Company Act. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chairman may resubmit the tentative resolution for a vote bythe shareholdersmeeting pursuant to Article 174 of the Company Act in accordance with actual meeting procedures. Where the Chairman re-submit the tentative resolution to the shareholders’ meeting for approval, it shall not be deemed as changing the meeting agenda set out in paragraph 1, Article 11 of the Rules of Procedures.	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 chairman shall declare the meeting adjourned. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chairman may resubmit the tentative resolution for a vote bythe shareholdersmeeting pursuant to Article 174 of the Company Act.
Article11: If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. 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 Chairman may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. However, when the Chairman declared adjournment in violation with the Rules of Procedures, one person may be elected as the Chairman with the consent from the attending shareholders who represent the majority of the voting rights and continue the meeting.	Article10 (Discussion of proposals): If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, motions (including extraordinary motions or amended motions) shall be voted on each separate proposal, and the agenda 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 Chairman may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chairman 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	a. Article adjustment. b. Paragraph 4 incorporated herein from original Article 16. c. To comply with the law and regulation and to facilitate the practical needs.

~50~

Original Article	Amended Article	Reasons for amendment
	new chairman in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting. For any agenda,amendments or special motions proposed by the shareholders during the meeting,the chairmanshall allow ample opportunity during the meeting for explanation anddiscussion of proposals and may announce to discontinue further discussions if the issue in question is considered to have been sufficiently discussed to proceed with voting, and arrange appropriate voting time.
Article12: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number ,attendance card number, and account name. The order in which shareholders speak will be set by the chairman. 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 chairman and the shareholder that has the floor; the chairman shall stop any violation.	Article 11 (Shareholder speech): Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number(or attendance card number),and account name. The order in which shareholders speak will be set by the chairman. A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. Except with the consent of the chairman, 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 rulesor exceeds the scope of the agenda item,the chairman may terminate the speech. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chairman and the shareholder that has the floor; the chairman shall stop any violation. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal. After an attendingshareholder has	a. Article adjustment. b. Paragraph 2 was incorporated herein from original Article 13, paragraph 1、2. c. Paragraph 5 was incorporated herein from original Article 14, paragraph 2. d. Paragraph 6 was incorporated herein from original Article 15. e. To comply with the law and regulation and to facilitate the practical needs.

~51~

Original Article	Amended Article	Reasons for amendment
	spoken, the chairman may respond in person or direct relevant personnel to respond.
	Article 12 (Calculation of voting shares and recusal system): Voting at a shareholders meeting shall be calculated based the number of shares. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares. When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, 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.	a. New provision. b. To comply with the law and regulation and to facilitate the practical needs.
Article 13: The speech shall be brief and to the point, and except with the consent of the chairman, 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 in the previous paragraph, the chairman may terminate the speech. The speech shall be polite and shall discuss the resolution without involving		a. Paragraph 1 and 2 adjust to Article 11, paragraph 3. b. Delete paragraph 3.

~52~

Original Article	Amended Article	Reasons for amendment
personal matters. Where the speech is out of range or impolite, the Chairman shall stop the speech or suspend its speech; other attending shareholders may also require the Chairman to do so.
Article 14: Where a company is engaged to attend the shareholders’ meeting, the company may only assign one person as the representative to attend. When a company shareholder assigned more than two representatives to attend the shareholders’ meeting, only one person may give the speech regarding the same resolution.		a. Paragraph 1 adjust to Article 6, partial provision of paragraph 6. b. Paragraph 2 adjust to Article 11, paragraph 5.
Article 15: After the speech of an attending shareholder, the Chairman may, in person or designate relevant personnel to,respond.		Adjust to Article 11, paragraph 6.
Article 16: Where the Chairman considers the discussion on a resolution has been carried out to the extent that a vote shall be conducted, the Chairman may declare and stop the discussion and proceed through the vote.		Adjust to Article 10, paragraph 4.
Article17: For the convening of the Company’s shareholders’meeting, shareholders may choose to exercise their voting rights in written or electronic form. Relevant exercising method shall be subject to the requirements under the Company Act and other related laws and regulations. Except as otherwise provided in the Company Act and in the Company’s articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. During the vote,where there is no objection upon the inquiry of the Chairman, it shall be deemed as the passing by the majority, and its efficacy	Article13: A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act. When the company holds a shareholders meeting, it may allow the shareholders to exercise voting rights by correspondence or electronic means.; when voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that the Company avoid the submission of extraordinary motions and amendments to original proposals. A shareholder intending to exercise	a. Article adjustment. b. Paragraph 6 was incorporated herein from original Article 18. c. Paragraph 8、9 was incorporated herein from original Article 19. d. Text correction. e. To comply with the law and regulation and to facilitate the practical needs.

~53~

Original Article	Amended Article	Reasons for amendment
shall rank the same as a vote by poll.	voting rights by correspondence or electronic means under the preceding paragraph shall deliver a written declaration of intent to the Company before 2 days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent. After a shareholder has exercised voting rights by correspondence or electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to the Company, by the same means by which the voting rights were exercised, before 2 business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by correspondence or electronic means shall prevail. When a shareholder has exercised voting rights both by correspondence or electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail. Except as otherwise provided in the Company Act and in the Company’s articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, shareholders have voted on an agenda-by-agenda basis. 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 chairman shall present the amended or alternative proposal together with the original proposal and decide the order in which

~54~

Original Article	Amended Article	Reasons for amendment
	they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chairman, provided that all monitoring personnel shall be shareholders of the Company. Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting,and a record made of the vote.
	Article 14 (Election of directors and supervisors): The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.	a. New provision. b. To comply with the law and regulation and to facilitate the practical needs.
	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 chairman of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form. The Company may distribute the meeting minutes of the preceding paragraph by means of a public	a. New provision. b. To comply with the law and regulation and to facilitate the practical needs.

~55~

Original Article	Amended Article	Reasons for amendment
	announcement made through the MOPS. The meeting minutes shall accurately record the year, month, day, and place of the meeting, the Chairman's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results (including calculation of voting shares of various meeting agendas. In cases of director elections, the number of voting shares of director candidates shall be revealed. And shall be retained for the duration of the existence of the Company.
	Article 16 (Public disclosure): On the day of a shareholders meeting, the Company shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting. If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Company regulations, the Company shall upload the content of such resolution to the MOPS within the prescribed time period.	a. New provision. b. To comply with the law and regulation and to facilitate the practical needs.
	Article 17 (Maintaining order at the meeting place): Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands. The chairman 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 the Company, the chairman may prevent the shareholder from so doing. When a shareholder violates the rules of procedure and defies the chairman's correction, obstructing the proceedings	a. Paragraph 1 and 2 was incorporated herein from original Article 8. b. To comply with the law and regulation and to facilitate the practical needs.

~56~

Original Article	Amended Article	Amended Article	Reasons for amendment
	and refusing to heed calls to stop, the chairman may direct the proctors or security personnel to escort the shareholder from the meeting.
Article 18: When there is an amendment or an alternative to a proposal, the chairman 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 votingshall be required.			Adjust to Article 13, paragraph 6.
Article 19: Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the Chairman, provided that all monitoring personnel shall be shareholders of the Company. The result of a vote shall be made known immediatelyand recorded in writing.			Adjust to Article 13, paragraph 7.
Article 20: When a meeting is in progress, the chairman may announce a break based on time considerations.If the scheduled agenda of the shareholders’meeting may not be carried out and completed within one meeting, the shareholders may resolve to delay or continue the meeting within 5 days and exempted from notice and announcement.	Article18 (Recess and resumption of a shareholders meeting): When a meeting is in progress, the chairman may announce a break based on time considerations.If a force majeure event occurs, the chairman 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.		a. Article adjustment. b. To comply with the law and regulation and to facilitate the practical needs.
Article 21 Where significant disaster of air-raid alert, earthquake, and fire occurred during the course of the meeting, the Chairman shall declare and stop the meeting or suspend the meeting immediately and all parties shall evacuate. The Chairman shall declare			Deleted provision.

~57~

Original Article	Amended	Article	Reasons for amendment
the meeting time one hour after the alert is renounced.
Article 22 Unaddressed matters in the Rules of Procedure shall be subject to the Company Act and the Articles of Association of the Company.			Deleted provision.
Article 23 These Rules, and anyrevisionshereto, shall be implemented after adoption by shareholders meetings.	Article 19(Enforcement): These Rules, and anyamendments hereto, shall be implemented after adoption by shareholders meetings.		a. Article adjustment. b. Text correction.
Article 24 (Date of establishment) This rules was established on June 24, 2013. The 1stamendment was made on June 11, 2015.	Article 11 (Date of establishment) This rules was established on June 24, 2013. The 1stamendment was made on June 11, 2015. The 2ndamendment was made on May 28, 2020.		a. Article adjustment b.Adding amendments frequency and dates.

~58~

Appendix 1

MiTAC Holdings Corp. Articles of Incorporation

Chapter I. General Provisions

• Article 1 The Company is incorporated under the Company Act with the name of “MiTAC Holdings Corporation.” and with MiTAC Holdings Corporation as its English name.

• Article 2 The Company has its head office located in Taoyuan City, Taiwan, R.O.C.; the Company may, subject to its business needs, establish branch offices within or outside the territory of the Republic of China.

• Article 3 The business scope of the Company is as follows:

• H201010 Investment

• Article 4 The Company’s business focus is investment; the limit that the total amount of the Company’s investments not exceeding forty percent of the amount of its own paid-up capital, as set forth in Paragraph 1 of Article 13 of the Company Act shall not apply to the Company.

• Article 5 The Company may issue financial endorsements or guarantees.

Chapter II. Shares

• Article 6 The total capital amount of the Company is NT$15 billion only, and which is divided into 1,500,000,000 shares with a nominal value of NT$10 each, and authorized the Board to issue in batches. Among which, NT$1.25 billion has been divided into 125,000,000 shares with a nominal value of NT$10 only, such amount was set aside for the conversion of share subscription warrant.

• Article 7 The share certificates of the Company are registered, and shall be issued after being signed, stamped, and numbered by directors representing the Company, as well as certified by the competent authority or the issuance registration authority granted the approval. The shares issued by the Company are exempted from printing the share certificate, and shareholders shall contact securities central depository enterprise for registration.

• Article 8 The stock instruments of Company shall follow the “Guidelines for Stock Operations for Public Companies” which is issued by the authority unless specified otherwise by law and securities regulations.

• Article 9 Registration for transfer of shares shall be suspended sixty (60) days immediately before the date of regular meeting of shareholders, and thirty (30) days immediately before the date of any special meeting of shareholders, or within five (5) days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Company.

Article 9-1 Where the Company repurchases the shares of the Company, only qualified

~59~

employees of parents or subsidiaries meeting certain specific requirements are entitled to receive shares.

Only qualified employees of parents or subsidiaries meeting certain specific requirements are entitled to receive share subscription warrant of the Company. Upon issuing new shares of the Company, only qualified employees of parents or subsidiaries meeting certain specific requirements are entitled to subscribe for the shares.

Upon issuing new restricted stock for employees of the Company, only qualified employees of parents or subsidiaries meeting certain specific requirements are entitled to receive the restricted stock.

Regarding the qualified employees of parents or subsidiaries meeting certain specific requirements prescribed in this Article, the Chairperson is authorized to determine the “certain specific requirements.”

Chapter III. Shareholders’ Meetings

• Article 10 Shareholders’ meeting shall be of two types:

• regular shareholders’ meeting;

• special shareholders’ meeting.

• The regular shareholders’ meeting shall be convened annually within six (6) months after the close of each fiscal year and shareholders shall be informed at least thirty (30) days in advance. The special shareholders’ meeting may be held whenever necessary and shareholders shall be informed at least fifteen (15) days in advance.

• Notice of shareholders’ meeting shall specify the meeting date, meeting venue, and proposed matters.

• A shareholders’ meeting shall, unless otherwise provided for in the Company Act, be convened by the Board of Directors.

• Article 11 A shareholder who is unable to attend a shareholders’ meeting may designate a proxy to attend the meeting by a power of attorney printed by the Company duly signed or sealed and setting forth the scope of vested power. Regulations of designating a proxy shall be in accordance with “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies in Taiwan” which is issued by authority.

• Article 12 The shareholders’ meeting shall be presided by the Chairman of the Board of Directors. If the Chairman is absent, the Vice Chairman may preside it over on behalf of the Chairman in accordance with Article 208 of the Company Act; if there is no Vice Chairman or the Vice Chairman is also absent, the Chairman may designate one of the Directors to act on his/her behalf; if no proxy is designated by the Chairman, the Directors may elect a person among themselves to act as the chairman of the meeting. When the shareholders’ meeting was convened by other persons who has the convening right, the shareholders’ meeting shall be presided by the convener. When there are two or more conveners, the conveners shall elect among themselves to act as the chairman of the meeting. The shareholders’ meeting shall be convened in accordance to the Company’s “Procedures for Shareholders’ Meeting.”

• Article 13 Shareholders of the Company shall be entitled to one vote for each share they hold unless otherwise provided for in this Articles of Incorporation.

• Article 14 Unless otherwise provided by the Company Act, a shareholders’ meeting must be attended by shareholders holding and representing a majority of the total issued shares and resolutions at a shareholders’ meeting shall be adopted by a majority vote of the

~60~

shareholders present at such meeting.

• Article 15 Resolutions adopted at a shareholders’ meeting shall be recorded in the minutes of the meeting and distributed to each shareholder. Recording, distribution, and filing of the shareholders’ meeting minutes shall be handled in accordance with the Company Act and relevant laws and regulations. The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the Company for a minimum period of at least one year. However, if a lawsuit has been instituted by any shareholder in accordance with the provisions of Article 189 of the Company Act, the minutes of the shareholders’ meeting involved shall be kept by the company until the legal proceedings of the foregoing lawsuit have been concluded.

Chapter IV. Directors

• Article 16 The Company has 7 to 10 Directors, there shall be at least 3 independent Directors; the tenure for such posts shall be 3 years. They shall be elected by the shareholders’ meeting from the competent candidates, and they may be reappointed only if they are elected again upon expiration of the tenure. After the election, the Board shall pass the resolution to purchase liability insurance for the Directors of the Company. The Board is authorized to determine the remuneration of Directors according to the recommendation from the Remuneration Committee of the Company and the general standards within the industry. Total registered shares of the Company held by all Directors shall be determined in accordance with standards prescribed in “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” promulgated by the competent authority. A candidate nomination system was adopted for the election of the Company’s Directors. Shareholders shall elect Directors from the relevant candidate list thereof.

• Article 17 The Directors shall form a Board of Directors. The Chairman and Vice Chairman of the Board of Directors shall be elected from among the Directors by a majority vote at a meeting attended by two-thirds or more of the Directors. The Chairman of the Board of Directors shall represent the Company.

• Article 18 The Board meeting shall be convened by the Chairman. At the meeting, the Chairman shall be the Chairman; when the Chairman is unable to present himself/herself when he/she is on leave or due to other causes, the vice-Chairman shall act on his/her behalf. Where there is no vice-Chairman, or the vice-Chairman is also unable to present himself/herself, the Chairman shall designate a Director to act on his/her behalf. When there is no designation made, a Director shall be elected among Directors for such post.

• In calling a meeting of the Board, a notice stated the reason for such meeting shall be given to each Director no later than 7 days prior to the scheduled meeting date. In the case of an emergency, a meeting of the Board may be convened at any time. The convening notice above may be made in writing, by e-mail, or by fax.

• Article 19 Unless otherwise provided by the Company Act, a board meeting must be attended by a majority of Directors; resolutions at a board meeting shall be adopted by a majority vote of the Directors present at such meeting.

• Article 20 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.

~61~

• Article 21 In case the Director is unable to attend the board meeting. The Director may designate other Directors to attend the meeting by a power of attorney signed or sealed and setting forth the scope of vested power. However, a Director is limited to be one proxy at one time.

• Article 22 The Company established the Audit Committee according to the requirements under the Securities and Exchange Act. The Audit Committee shall comprise of all independent Directors. The Audit Committee or its member shall perform the duties of supervisors prescribed in the Company Law, Securities and Exchange Act, and other laws and regulations.

Chapter V. Managerial Officers

• Article 23 The Company may have assigned managerial officers of one Chief of Executive Officer (CEO), one General Manager (GM), recommended by the Chairman and submitted to the board meeting for appointment and discharge, whereas the board meeting shall be attended by a majority of Directors and the resolution shall be adopted by a majority vote of the Directors present at such meeting. Other managerial officers are recommended by the General Manager to the Chairman, submitted to the board meeting for appointment and discharge, whereas the board meeting shall be attended by a majority of Directors and the resolution shall be adopted by a majority vote of the Directors present at such meeting.

Chapter VI. Accounting

Article	24	By the end of the accounting year, the Board shall prepare the following report and
		statements and propose at the annual shareholders’ meeting for approval:
		I. Business report;
		II. Financial statements;
		III. Surplus distribution or loss provision resolution.
Article	25	Shall there be profit of the year (i.e., before-tax profit before deducting the
		remuneration paid to employees, Directors), the Company shall allocate no less than
		0.1% for staff remuneration, and allocate no more than 1% for Directors’
		remuneration, and such distribution shall be resolved by the Board. However, if the
		Company still has accumulated losses, it shall retain the compensation amount.
		The abovementioned remuneration of employees may be paid in shares or cash, and
		only qualified employees of parents or subsidiaries meeting certain specific
		requirements are entitled to receive such remuneration; the Chairman is authorized to
		determine the “certain specific requirements.”
		Shall there be general final accounts surplus, the Company shall allocate such surplus
		for the taxation payment, compensation for accumulated losses, and then allocate 10%
		of such surplus as the legal reserve. After such, shall there be remaining surplus, the
		Board meeting shall prepare the allocation plan and submit for shareholders' approval
		for the distribution. Shall there be remaining surplus, the Board shall prepare the
		allocation in respect to such surplus, alongside the accumulated undistributed surplus.
		If the allocation is made through the issuance of new shares, the distribution allocation
		plan shall be submitted for shareholders' approval for the distribution. If the allocation
		is paid in cash, the Board shall be authorized to resolve such distribution upon the
		approval of the majority of the Directors present at a Board meeting attended by
		two-thirds or more of Director, and report to the shareholders’ meeting according to
		the requirements under paragraph 5, Article 240 of the Company Act.
		Cash dividends ratio of shareholder shall be determined by the Board after considering

~62~

the financial structure, future capital requirements, and profit of the Company, at a ratio no less than 10% of the total dividends.

• Article 25-1 The Board is authorized to resolve the distribution of cash regarding the entire or partial legal reserve and capital reserve upon the approval of the majority of the Directors present at a Board meeting attended by two-thirds or more of Director, and report to the shareholders’ meeting according to the requirements under Article 241 of the Company Act.

Chapter VII. Supplementary Provisions

• Article 26 The organizational rules and operating rules of the Company shall be enacted separately.

• Article 27 Matters not provided herein shall be governed by the Company Act.

• Article 28 This Articles of incorporation was enacted on June 24, 2013. The first amendment was made on June 11, 2015. The second amendment was made on June 21, 2016. The third amendment was made on June 22, 2018. The fourth amendment was made on May 30, 2019.

~63~

Appendix 2

MiTAC Holdings Corp. Rules of Procedure for Shareholders’ Meetings (Pre-amendment)

Article 1

Except for otherwise provided by the laws and regulations, the shareholders’ meeting of the Company shall comply with the Rules of Procedures.

Article 2

Shareholders in the Rules of Procedures refer to the shareholders themselves and the presenting proxies engaged by shareholders.

Article 3

Attendance card shall be provided by the attending shareholders for singing in. The number of presenting shares shall be based on the number of the sign-in card, plus the number of shares with voting right exercised in written or electronic form.

Article 4

The attendance and voting at the shareholders’ meeting shall be based on the number of shares.

Article 5

The convening venue of the shareholders’ meeting shall be at the location of the Company, or the location of the factory of branches subordinated to the Company, or a location where is convenient for shareholders to present at and suitable for the convening of the shareholders’ meeting. The starting time of the meeting shall not be earlier than 9:00 am or later than 3:00 pm.

Article 6

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 vice chairman shall act in place of the chairman; if there is no vice chairman or the vice chairman also is unable to present himself/herself, the chairman shall appoint one of the directors to act as chairman. Where the chairman does not make such a designation, the directors shall select from among themselves one person to serve as chairman.

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.

Article 7

The attorneys, certified public accountants, or related persons retained by by the Company may attend the shareholders’ meeting in a non-voting capacity.

Article 8

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

The chairman 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."

Article 9

Audio or video recording of the full course of the shareholders’ meeting shall be made and kept for at least one year.

Article 10

The Chairman shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chairman 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, a tentative resolution may be passed according to paragraph 1, Article 175 of the Company Act.

~64~

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chairman may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act in accordance with actual meeting procedures.

Where the Chairman re-submit the tentative resolution to the shareholders’ meeting for approval, it shall not be deemed as changing the meeting agenda set out in paragraph 1, Article 11 of the Rules of Procedures.

Article 11

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. 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 Chairman may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting.

However, when the Chairman declared adjournment in violation with the Rules of Procedures, one person may be elected as the Chairman with the consent from the attending shareholders who represent the majority of the voting rights and continue the meeting.

Article 12

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

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 chairman and the shareholder that has the floor; the chairman shall stop any violation.

Article 13

The speech shall be brief and to the point, and except with the consent of the chairman, 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 in the previous paragraph, the chairman may terminate the speech.

The speech shall be polite and shall discuss the resolution without involving personal matters. Where the speech is out of range or impolite, the Chairman shall stop the speech or suspend its speech; other attending shareholders may also require the Chairman to do so.

Article 14

Where a company is engaged to attend the shareholders’ meeting, the company may only assign one person as the representative to attend.

When a company shareholder assigned more than two representatives to attend the shareholders’ meeting, only one person may give the speech regarding the same resolution.

Article 15

After the speech of an attending shareholder, the Chairman may, in person or designate relevant personnel to, respond.

Article 16

Where the Chairman considers the discussion on a resolution has been carried out to the extent that a vote shall be conducted, the Chairman may declare and stop the discussion and proceed through the vote.

Article 17

~65~

For the convening of the Company’s shareholders’ meeting, shareholders may choose to exercise their voting rights in written or electronic form. Relevant exercising method shall be subject to the requirements under the Company Act and other related laws and regulations.

Except as otherwise provided in the Company Act and in the Company’s articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders.

During the vote, where there is no objection upon the inquiry of the Chairman, it shall be deemed as the passing by the majority, and its efficacy shall rank the same as a vote by poll.

Article 18

When there is an amendment or an alternative to a proposal, the chairman 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 19

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the Chairman, provided that all monitoring personnel shall be shareholders of the Company. The result of a vote shall be made known immediately and recorded in writing.

Article 20

When a meeting is in progress, the chairman may announce a break based on time considerations. If the scheduled agenda of the shareholders’ meeting may not be carried out and completed within one meeting, the shareholders may resolve to delay or continue the meeting within 5 days and exempted from notice and announcement.

Article 21

Where significant disaster of air-raid alert, earthquake, and fire occurred during the course of the meeting, the Chairman shall declare and stop the meeting or suspend the meeting immediately and all parties shall evacuate. The Chairman shall declare the meeting time one hour after the alert is renounced.

Article 22

Unaddressed matters in the Rules of Procedure shall be subject to the Company Act and the Articles of Association of the Company.

Article 23

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

Article 24

This rules was established on June 24, 2013. The 1st amendment was made on June 11, 2015.

~66~

Appendix 3

MiTAC Holdings Corp. Shareholdings of All Directors

		Record Date：March 30,2020 Current Shareholding Note Type Shares Shareholding ratio(%) Common Shares 10,870,287 1.01% 2,657,637 0.25% 0 0.00% 89,109,463 8.27% 84,179,546 7.81% 0 0.00% 0 0.00% 0 0.00% 186,816,933	Record Date：March 30,2020 Current Shareholding Note Type Shares Shareholding ratio(%) Common Shares 10,870,287 1.01% 2,657,637 0.25% 0 0.00% 89,109,463 8.27% 84,179,546 7.81% 0 0.00% 0 0.00% 0 0.00% 186,816,933	Record Date：March 30,2020 Current Shareholding Note Type Shares Shareholding ratio(%) Common Shares 10,870,287 1.01% 2,657,637 0.25% 0 0.00% 89,109,463 8.27% 84,179,546 7.81% 0 0.00% 0 0.00% 0 0.00% 186,816,933	Record Date：March 30,2020 Current Shareholding Note Type Shares Shareholding ratio(%) Common Shares 10,870,287 1.01% 2,657,637 0.25% 0 0.00% 89,109,463 8.27% 84,179,546 7.81% 0 0.00% 0 0.00% 0 0.00% 186,816,933
		Current Shareholding
Position	Name		Shares	Shareholding	Note
		Type
				ratio(%)
Chairman	Miau, Matthew Feng Chiang	Common Shares	10,870,287	1.01%
Director	Ho,Jhi-Wu		2,657,637	0.25%
Director	Chiao, Yu-Cheng		0	0.00%
Director	Way,Yung-Do		89,109,463	8.27%
	Chang, Kwang-Cheng
	Rep.: UPC TechnologyCorp.
Director	Hsu,Tzu-Hwa		84,179,546	7.81%
	Su,Liang
	Rep.: MiTAC Inc.
Independent Director	Lu, Shyue-Ching		0	0.00%
Independent Director	Ma, Shaw-Hsiang		0	0.00%
Independent Director	Tsai Ching-Yen		0	0.00%
Total			186,816,933

Total issued shares: 1,077,282,847 shares on March 30, 2020(book closure date) Note: The minimum required shareholding of all directors by law: 32,000,000 shares The shareholding of all directors on the book closure date: 186,816,933 shares

~67~

Appendix 4

MiTAC Holdings Corp.

Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted at this shareholders' meeting

Year	Year	Year	2020
Item			(Projected)
Opening paid-upcapital(NTD thousands)			10,772,829
Dividends for the current year	Cash dividendsper share(NT$)		1.00
	Stock dividends per share (from capitalization of earnings) (shares)		0.12
	Stock dividends per share (from capitalization of reserves) (shares)		-
Changes in business performance	OperatingIncome		Not applicable (Note)
	Year-on-yearpercentage variation of operatingincome
	After-tax net income
	Year-on-year percentage variation of after-tax net income
	EPS
	Year-on-yearpercentage variation of earningsper share
	Yearly average return on investment (a reciprocal of yearlyaverage P/E ratio)
Pro forma EPS and P/E ratio	If capitalized earnings were entirely distributed as cash dividends instead	Pro forma EPS
		Pro forma yearly return on investment
	Without capitalization of reserves	Pro forma EPS
		Pro forma yearly return on investment
	Without capitalization of reserves and if capitalized earnings were entirely distributed as cash dividends instead	Pro forma EPS
		Pro forma yearly return on investment

Note: According to the “Regulations Governing the Publication of Financial Forecasting of Public Companies”, the Company did not disclose financial forecasting in complete form thereby not required for disclosure of financial forecast in 2020.

Chairman: President ： Chief Accountant: Miau, Matthew Feng Chiang Ho, Jhi-Wu Huang, Hsiu-Ling

~68~