MHC - AGM Information 2022 | FinancialReports.eu

Stock Code: 3706

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MiTAC Holdings Corporation

2022 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 31, 2022

Page No. Meeting Agenda …..………………………………………………………………………...…………….1 Matters to Report…………………………………………………………………………………….……2 Matters for Adoption……………………………………………………………………………………....4 Matters for Discussion…..……………………………………………………………..………………….6 Matters for Election………………………………………………………………………..……………...7 Other Motions……………………………………………………………………………..………………8 Questions and Motions…………………………………………………………………...………………10 Attachments Attachment 1: 2021 Business Report…………………………………………………………………….11 Attachment 2: Audit Committee’s Review Report……………………………..………………………..14 Attachment 3: 2021 Financial Statements………………………………………………………………..15 Attachment 4: Comparison Table of Amendment to the Articles of Incorporation .................................. 40 Attachment 5: Comparison Table of Amendment to the Procedures for Acquisition or Disposal of Assets ................................................................................................................................ 41 Attachment 6: Comparison Table of Amendment to the Procedures for Loaning Funds to Others……………………………………………………………………………..……...50 Attachment 7: List of the candidates of directors (including independent directors) ............................... 52

Appendix

Appendix 1: Articles of Incorporation (pre-amendment)………………....……......……………………56 Appendix 2: Rules of Procedure for Shareholders Meeting ………………………….…………………61 Appendix 3: Procedures for Election of Directors…..………………………………......…………....…68 Appendix 4: Shareholdings of all directors…………………………………….……......………………71

MiTAC Holdings Corporation

2022 Annual Meeting of Shareholders

Agenda

Date/Time: May 31, 2022, (Tuesday) 09:00 a.m.

Location: 1F., No. 202, Wenhua 2nd Rd., Guishan Dist., Taoyuan City, Taiwan (Physical shareholders meetings)

Call the Meeting to Order
Chairman Remarks
Matters to Report

No. 1: 2021 Business Report

No. 2: Audit Committee’s Review Report

No. 3: Status reports of 2021 employees and directors compensation distribution

No. 4: Distribution of cash dividends from 2021 Profits

Matters for Adoption

No. 1: Adoption of the 2021 Business Report and Financial Statements

No. 2: Adoption of the Proposal for Distribution of 2021 Profits

Matters for Discussion

No. 1: Proposal for Amendment to the Articles of Incorporation

No. 2: Proposal for Amendments to the “Procedures for Acquisition or Disposal of Assets”

No. 3: Proposal for Amendments to the “Procedures for Loaning Funds to Others”

Matters for Election

Re-election of Directors

Other Motions

Release of Directors from Non-competition Restrictions

Questions and Motions

9. Adjournment

Matters to Report

No. 1

Proposal: 2021 Business Report.

Explanation: Please refer to Attachment 1.

No. 2

Proposal: Audit Committee’s Review Report on various 2021 statements and related reports.

Explanation: Please refer to Attachment 2.

No. 3

Proposal: Status reports of 2021 employees and directors compensation distribution.

Explanation: a.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.
b.The board resolved that the amounts of the compensation distribution, in cash form, to the employees and directors are NTD 12,052,471 and NTD 7,000,000, respectively.

No. 4

Proposal: Distribution of cash dividends from 2021 Profits.

Explanation: a.Pursuant to Article 240, Section 5 of the Company Act and Article 25,
- Section 3 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.
b.The Board has approved the appropriation of cash dividends of NTD 2,413,113,578 at NTD 2 per share. The cash distribution date is on April 29, 2022.

Matters for Adoption

No. 1 (Proposed by the Board of Directors) Proposal: Adoption of the 2021 Business Report and Financial Statements. Explanation:

a. 2021 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.
b.Adoption is respectively requested.

Resolution:

No. 2 (Proposed by the Board of Directors) Proposal: Adoption of the Proposal for Distribution of 2021 Profits. Explanation:

a. 2021 earnings after taxed is NTD 11,960,937,123. The Profit Distribution Table is listed as follows.

Profit Distribution Table

Year 2021

Unit: NTD

Year 2021	Unit: NTD	Unit: NTD
Item	Amount
Beginningretained earnings		2,610,338,738
(a) Add: Profit for the year Add: Other comprehensive income (Less)-actuarial income on defined benefit plans Less: Subsidiaries change of associates accounted for using equity method Less: Proceeds from disposal of investments by subsidiaries accounted for using equity method Less: Proceeds from disposal of equity instruments measured at fair value through other comprehensive income	11,960,937,123 1,319,586 (17,910,939) (5,498,295) (4)
Total earnings after-tax for the current period and other items adjusted to the undistributed earnings		11,938,847,471
(b) Less:Legal reserve		(1,193,884,747)
Distributable netprofit		13,355,301,462
(c) Distribution items： Cash Dividends to Shareholders ($2 per share) (Remark)		(2,413,113,578)
Unappropriated retained earnings		10,942,187,884
Remark: Pursuant to Article 240, Section 5 of the Company Act and Article 25, Section 3 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., 1,206,556,789 shares on January 31, 2022.

c. The calculation of the cash dividend is based on the proportion of shareholdings up to the round unit of a New Taiwan dollar. Any value less than one NTD will be rounded off. The sum of any such round-off will be recognized as the other income of the Company.

d. Adoption is respectively requested.

Resolution:

Matters for Discussion

No. 1 (Proposed by the Board of Directors) Proposal: Proposal for Amendments to the Articles of Incorporation. Explanation:

a. For the compliance with Order No. 11000115851, dated 29 December, 2021, promulgated by the President, R.O.C. and to meet practical needs, it is proposed to amend the “Articles of Incorporation”. A comparison table of amended articles and current articles of the above is provided in Attachment 4.
b.Approval is respectively requested.

Resolution:

No. 2 (Proposed by the Board of Directors)

Proposal: Proposal for Amendments to the “Procedures for Acquisition or Disposal of Assets”.

Explanation:

a. According to the regulation no. 1110380465, dated 28 January, 2022, of the Financial Supervisory Commission, it is proposed to amend the “Procedures for Acquisition or Disposal of Assets”. A comparison table of amended articles and current articles of the above is provided in Attachment 5.
b.Approval is respectively requested.

Resolution:

No. 3 (Proposed by the Board of Directors)

Proposal: Proposal for Amendments to the “Procedures for Loaning Funds to Others”. Explanation:

a. To facilitate the practical needs, it is proposed to amend the “Procedures for Loaning Funds to Others”. A comparison table of amended articles and current articles of the above is provided in Attachment 6.
b.Approval is respectively requested.

Resolution:

Matters for Election

(Proposed by the Board of Directors)

Proposal: Re-election of directors

Explanation:

a. The term of service of the current board of directors is from May 30, 2019 to May 29, 2022, and such three-year term of service is expired.
b. The board recommends this annual meeting of shareholders to elect ten members of the board of directors (including three independent directors). The election method of the board directors is the candidate nomination. The term of service of the newly elected board of directors will be three years from the date of election, i.e., from May 31, 2022 to May 30, 2025.
c. A list of the candidates of independent directors has been approved by the board of directors on February 25, 2022. Please refer to Attachment 7 for the list of the candidates of directors (including independent directors).
d. Election is respectively requested.

Result of Election:

Other Motions

(Proposed by the Board of Directors) Proposal: Release of directors from Non-competition Restrictions Explanation:

a. According to Article 209 of the Company Act, the board of directors for himself/herself or on behalf of others conducting business activities within the scope of the business operation of the Company should explain the essential content of his/her business activities to the shareholders ’ meeting and obtain its permission for conducting such activities.
b. Among these newly re-elected board of directors by the 2022 annual meeting of shareholders, some of the directors may for himself/herself or on behalf of others conduct business activities within the scope of the business operation of the Company. For practical purpose, the board recommends that the annual meeting of shareholders agree to release and exempt the directors, and the legal person representatives or legal person shareholders elected as directors, from the non-competition restrictions.
’
c. The list of the material information regarding the candidates of directors non-competition activities to be released is as follows:

Name of Directors	Details of directors or manager of the companies
MIAU, MATTHEW FENG CHIANG `【`MiTAC Inc. Rep.`】`	Chairman,Lien Hwa Industrial Holdings Corporation
	Chairman,UPC TechnologyCorp.
	Chairman,Synnex TechnologyInternational Corporation
	Chairman,MiTAC Inc.
	Director,Getac Holdings Corp.
	Independent Director,CathayFinancial HoldingCo. Ltd.
HO, JHI- WU	Director,3-Probe Technologies Co.,Ltd.
	Director,Promise Technology,Inc.
	Director,Whetron Electronics Co.,Ltd
CHIAO, YU-CHENG	Chairman and CEO,Winbond Electronics Corp.
	Director,Walsin Lihwa Corp.
	Director,Walsin TechnologyCorp.
	Director,Nuvoton TechnologyCorporation
	Independent Director,Taiwan Cement Corporation
WAY, YUNG-DO `【`UPC Technology Corp. Rep.`】`	Independent Director,Far Eastern Dept. Stores Co. Ltd.
	Independent Director,CathayFinancial HoldingCo. Ltd.
	Independent Director,CathayUnited Bank CompanyLimited
	Independent Director,CathaySecurities Corporation

Name of Directors	Details of directors or manager of the companies
WAY, YUNG-DO `【`UPC Technology Corp. Rep.`】`	Independent Director,Taita Chemical Co.,Ltd.
	Director,Vanguard International Semiconductor Corporation
	Director,Iron Force Industrial Co.,Ltd.
	Chairman, YCSY Co.,Ltd.
SU , LIANG`【`MiTAC Inc. Rep.`】`	Vice Chairman and President,MiTAC Inc.
	Chairman and President, MiTAC Information Technology Corp.
	Independent Director,Mao Bao Inc.
	Independent Director,Whetron Electronics Co.,Ltd.
	Director,Easycard Corporation
	Director,Far Eastern Electronic Toll Collection Co.,Ltd.
	Director,MiTAC Hikari Corp.
	Director,CECI EngineeringConsultants,Inc.,Taiwan
	Director,FETC international Co.,Ltd.
LU, SHYUE-CHING	Independent Director,Radium Life Tech. Co.,Ltd.
	Independent Director,Delta Electronics,Inc.
	Director,Sercomm Corporation
	Director,CTCI Advanced Systems Inc.
	Director,XRSpace Co.,Ltd
MA,SHAW-HSIANG	Chairman,MAXON Corp.
HAO, TING	Chairman,DAVICOM Semiconductor,Inc.
	Independent Director,United Integrated Services Co.,Ltd.
MiTAC Inc.	Director,Ares International Corp
	Director,Far Eastern Electronic Toll Collection Co,Ltd.
	Director,SYNNEX TechnologyInternational Corp.
	Director,UUPON INC.
	Director,Mitac Hikari Corp.
UPC Technology Corp.	Director,Lien Hwa Industrial Holdings Corporation
	Director,Lien Hwa United LPG Co.,Ltd.

d. Approval is respectively requested. Resolution:

Questions and Motions

Adjournment

Attachment 1

MiTAC Holdings Corporation

2021 Business Report

After two years of the wide-spreading COVID-19 pandemic, the variant virus is still raging around the world. Although the broad vaccination measures mitigate the symptoms, the global economy and people’s lives are still impacted significantly. The unstable supply chains result in the imbalance of global demand-supply conditions, the rising prices trigger inflation concerns and the technological and trading antagonism between the U.S. and China, as well as the war crisis in Eastern Europe only worsen the situation. The losses resulting from the extreme weather conditions only highlight the urgency of climate issues. While facing numerous difficulties and challenges, all the employees of MiTAC have met all the endeavors together, to achieve the target such as pursuing the growth in a challenging environment with unparalleled resilience. The following shows the Operating Performance of 2021 and Prospect of 2022:

The Operating Performance of 2021

In 2021, MiTAC Holdings generated consolidated revenues totaling NT$42.186 billion (3% YoY growth) and pre-tax income of NT$11.961 billion (310% YoY growth) attributable to the parent company, which resulted in after-tax earnings per share of NT$10.01.

The net profit after tax grew significantly, because the long-term investment company, TD SYNNEX Corp. issued new shares on September 1, 2021 for merging Tech Data and thus the shareholding was reduced. Pursuant to IFRS, this item is applied with the “financial asset measured at fair value through other comprehensive income,” not the “equity method” and thus the recognized one-time off valuation gain and the gain from disposal after the estimated related income tax is NT$6.8 billion, or EPS of NT$5.66 per share. However, the disposal is not conducted, so this is an unrealized gain.

Honors and innovations

The corporate governance results indicated that the Company has ranked 6%-20% among all listed companies and selected as one of the “TWSE CG 100 Index.”
MiTAC Computing Technology, MiTAC Digital and MiTAC International all received the 2021 Sports Enterprises certified by the Sports Administration, Ministry of Education, via a series of measures, including the holistic promotion of sports and a healthy diet.
MiTAC Digital’s bicycle navigator, Mio Cyclo™ Discover Pal and MioEYE K Series automotive video solutions won the 2022 Taiwan Excellence Award.

MiTAC Digital’s Mio MiVue™ 892D 2K UHD dashcam with dual lens won the Best Choice of Computex 2021 award.
MiTAC Digital’s connected dashcam was certified by Amazon AWS IoT, Amazon and AT&T.
The high quality dashcams of MiTAC Digital were verified by a Japanese car maker customer and selected as the automotive accessory suppliers for the Southeast market.
MiTAC Digital was verified by a Japanese motorcycle accessory brand agency, to sell the motorcycle dashcams to the Japanese market.
The Hsinchu Plant of MiTAC Computing Technology passed the audit and certification of Responsible Business Alliance Validated Audit Program (RBA VAP).

R&D Results

MiTAC Computing Technology’s TYAN® launched a platform, which supports the third-generation Intel® Xeon® scalable processors, to enhance the performance of AI and cloud-based data centers.
MiTAC Computing Technology’s TYAN® launched the new AI, cloud and storage system servers’ platform, supporting AMD EPYC™ 7003 series processor.
MiTAC Computing Technology’s TYAN® launched a server motherboard, supporting Intel® Xeon® E-2300 processor, designed for the multi-access edge computing servers of small enterprises and 5G networks.
MiTAC Computing Technology launched new 5G RAN end-to-end solutions, applicable to the Capri OCP serves for edge and cloud computation.
MiTAC Computing Technology’s Aowanda AD211 edge computing servers joined AMI TruE to ensure the 5G network security.
MiTAC Digital’s Mio launched the speed camera function, “Six-in-one safety alert,” leading the industry.
MiTAC Digital’s Mio released MiVue 890D (890+S60), the 2K HD GPS dashcam with dual lens (front and rear).
MiTAC Digital released the rugged automotive tablet with Android system, MioWORK A500s, designed for the applications in special circumstances.

The Operating Prospect of 2022

As the vaccine coverage extends, various European countries adopted the policy of co-existence with virus, and relaxed the business trips and border controls. However, we still prudently observed the evolution of the pandemic, impacts from supply chains and global shipment, changes in the geopolitics and the subsequent development of the

U.S.-China trade war, to adjust the execution details any time, to cope with the business changes led by the world situations. The key points of the 2022 business are:

Accelerating the digital transformation projects and executions; deeply digging into the processes and operations and reviewing the designs with the hybrid automation technologies and processes and improving the overall operating efficiency and resilience.
The organization with sustainable growth and learning develops outstanding talents for a long-period and supports the continuous growth of the Company’s operation.
Keeping the agility of the operations and responding various demands and conditions flexibly, to maintain good competitive edges.
Deepening the enterprise sustainable ESG, formulating the core and targets of MiTAC’s sustainable development. Promoting the products’ design for environment, energy-saving and carbon-reduction in the plants, healthy enterprise, inclusive society, improvement of corporate governance and risk control to correspond to the SDGs.

MiTAC will welcome its 40th anniversary this December, and the two major businesses of the Group include the edge and cloud computation and 5G ORAN of MiTAC Computing Technology and automotive electronics and software and hardware integration services of computer vision processing and AIoT of MiTAC Digital Technology. To keep the commercial agility and resilience in the ever-changing situation and to maintain the stable growth and profitability, MiTAC continues to promote the digital transformation, enhancing the customer experience by thinking and analysis, making the digital transformation to become the corporate culture, so that MiTAC will have a very sensitive core of customers’ values and experiences, to drive the opportunity of non-stopping innovations and continual transformation in the future.

Thank for support and encouragement from each shareholder. The management team and all employees of the Company will continue to strive for higher growth and value.

Best regards,

Chairman: Miau, Matthew Feng Chiang

President: Ho, Jhi-Wu

Chief Accountant: Huang, Hsiu-Ling

Attachment 2

MiTAC Holdings Corporation Audit Committee’s Review Report

2021 financial statements (January 1, 2021 to December 31, 2021) of MiTAC Holdings Corp. are prepared by the board of directors and audited by Liu, Chien-Yu and Cheng Ya-Huei, CPAs, PricewaterhouseCoopers (PwC), Taiwan. These financial statements, along with 2021 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

2022 Annual Meeting of Shareholders, MiTAC Holdings Corporation

MiTAC Holdings Corporation

Chairman of the Audit Committee: LU, SHYUE-CHING

February 25, 2022

Attachment 3

INDEPENDENT AUDITORS’ REPORT

PWCR21000456

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 “Group”) as at December 31, 2021 and 2020, 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 reports of other auditors, as described in the Other matter section of our report, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2021 and 2020, 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 audits 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. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountants in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of the other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter

We draw attention to Note 6(7) to the consolidated financial statements, which describes that during 2021, the Group’s ownership in the associate, TD Synnex Corp., was decreased and the Group lost significant influence over it. As a result, the Group recognised gains on disposal of investments amounting to NT$12,793,377 thousand. Our opinion is not modified in respect of this matter.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Group’s 2021 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Group’s 2021 consolidated financial statements are stated as follows:

Sales revenue recognition

Description

For accounting policies on sales revenue recognition, please refer to Note 4(31). Considering that the sales revenue are material to its financial statements, 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 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; test sampled the sales transactions including their terms, performance obligations, and prices and verified the supporting documents for deliveries 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 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 Group’s inventories are measured at the lower of costs and net realisable values. For a 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 that the 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 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 audits of other auditors

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 the 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 auditors whose reports thereon have been furnished to us, and our opinion expressed herein is based solely on the report of the other auditors. Share of profit of associates and joint ventures accounted for using equity method amounted to NT$1,111,191 thousand and NT$1,604,767 thousand for the years ended December 31, 2021 and 2020, respectively. Investments accounted for using equity method amounted to NT$6,848,718 thousand and NT$12,693,073 thousand as at December 31, 2021 and 2020, respectively.

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, 2021 and 2020.

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

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

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

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

Auditors’ responsibilities for the audit of the consolidated financial statements

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

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

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal

control that we identify during our audit.

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

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 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.

Liu, Chien-Yu[Cheng, Ya-Huei ]

For and on behalf of PricewaterhouseCoopers, Taiwan February 25, 2022

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

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

Assets	Notes	December 31, 2021 AMOUNT % $ 6,651,448 9 157,269 - 1,686,541 2 661,205 1 2,129 - 5,567,844 7 15,502 - 186,417 - 41,869 - 11,866,900 16 736,619 1 - - 17,715 - 27,591,458 36 24,902,268 33 56,841 - 13,804,797 18 7,785,224 10 315,534 - 1,246,361 2 66,200 - 499,627 1 80,492 - 48,757,344 64 $ 76,348,802 100	December 31, 2020
			AMOUNT % $ 5,805,297 10 6,107 - 1,232,843 2 8,754 - 31,689 - 4,982,050 9 215,960 - 60,168 - 2,136 - 9,123,004 16 406,538 1 90,133 - 16,830 - 21,981,509 38 6,065,749 11 35,253 - 19,071,689 33 7,753,087 14 359,874 1 1,229,431 2 75,904 - 504,324 1 94,915 - 35,190,226 62 $ 57,171,735 100
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 1535 Non-current financial assets at amortised cost, net 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	6(1) 6(2) 6(3) 6(4) and 8 6(5) and 12(2) 6(5), 7 and 12(12) 7 6(6) 6(13) 6(16) 6(3) 6(4) and 8 6(7) 6(8) 6(9) and 7 6(11) 6(12) 6(30)

(Continued)

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity 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 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	Notes 6(14) 6(15) 6(23) 7 7 6(18) 7 6(16) 6(16) 6(18) 6(30) 7 6(7)(17) 6(19) 6(20) 6(21) 6(22) 6(19) 9(1)(2) 11	December 31, 2021 AMOUNT % $ 3,215,724 4 4,897 - 451,177 1 7,035,236 9 165,387 - 3,702,185 5 426,421 1 100,691 - 37,842 - 534,387 1 15,673,947 21 643,147 1 122,732 - 6,704,395 9 157,180 - 441,036 - 8,068,490 10 23,742,437 31 12,065,568 16 22,590,282 30 1,744,713 2 14,549,186 19 1,848,438 2 (239,876) - 52,558,311 69 48,054 - 52,606,365 69 $ 76,348,802 100	December 31, 2020 AMOUNT % $ 1,443,851 3 11,691 - 127,866 - 6,662,560 12 20,222 - 3,366,781 6 440,247 1 132,169 - 36,760 - 279,550 - 12,521,697 22 863,366 2 123,905 - 378,872 1 194,448 - 327,952 1 1,888,543 4 14,410,240 26 12,065,568 21 23,582,411 41 1,451,388 3 4,110,220 7 1,743,283 3 (239,876) (1) 42,712,994 74 48,501 - 42,761,495 74 $ 57,171,735 100

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

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

Items 4000 Operating revenue 5000 Operating costs 5900 Gross profit Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses Total operating expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Finance costs 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	Notes 6(23) and 7 6(6) and 7 6(28)(29) and 7 6(24) 6(25) and 7 6(26) 6(27) and 7 6(7) 6(30)	Year ended December 31	Year ended December 31	Year ended December 31	% 100 (89) 11 (2) (3) (6) (11) - - 1 - - 6 7 7 - 7
		2021	% 100 (90) 10 (2) (3) (5) (10) - - 2 35 - 7 44 44 (16) 28	2020
		AMOUNT $ 42,185,771 (37,823,877) 4,361,894 (931,457) (1,126,785) (2,261,869) (4,320,111) 41,783 55,973 659,026 14,814,801 (23,717) 3,154,756 18,660,839 18,702,622 (6,741,141) $ 11,961,481		AMOUNT $ 41,145,756 (36,520,695) 4,625,061 (985,724) (1,128,362) (2,436,592) (4,550,678) 74,383 44,482 481,886 10,416 (46,479) 2,415,388 2,905,693 2,980,076 (129,291) $ 2,850,785

(Continued)

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2021 AND 2020

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

Items Other comprehensive income (loss) - net Components of other comprehensive income(loss) that will not be reclassified to profit or loss 8311 Gains (losses) on remeasurements of defined benefit plans 8316 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 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 loss that will be reclassified to profit or loss 8300 Other comprehensive income for the year 8500 Total comprehensive income for the year Profit (loss), attributable to: 8610 Owners of parent 8620 Non-controlling interests Comprehensive income(loss) attributable to: 8710 Owners of parent 8720 Non-controlling interests 9750 Basic earnings per share 9850 Diluted earnings per share	Notes 6(3)(22) 6(7)(22) 6(22) 6(7)(22) 6(31) 6(31)	Year ended December 31	Year ended December 31	`％` - 4 - - 4 (1) - (1) 3 10 7 - 10 - - 2.45 2.42
		2021	2020 `％` AMOUNT - $ 1,151 1 1,644,487 - 162,399 - (230) 1 1,807,807 (1) (763,323) - 40,785 (1) (722,538) - $ 1,085,269 28 $ 3,936,054 28 $ 2,918,705 - $ (67,920) 28 $ 4,004,833 - $ (68,779) - 10.01 $ 9.96 $
		AMOUNT $ 2,099 403,226 201,742 (420) 606,647 (290,719) (174,399) (465,118) $ 141,529 $ 12,103,010 $ 11,960,937 $ 544 $ 12,102,626 $ 384 $ $

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

Notes				Equity attri	utable to owners of	the parent	the parent	the parent		Total $ 39,489,824	Total equity $ 39,554,746
	Share capital- common shares	Capital surplus, additional paid-in capital $ 23,400,002 - - - - - - - 87,108 83,417 10,784 - - - 1,100 $ 23,582,411 $ 23,582,411 - - - - - 12,150 11,379 (1,016,018) 372 (12) $ 22,590,282		Retained earnings	Unappropriated retained earnings $ 3,818,704	Other equity interest Unrealised gains (losses) from financial assets Financial statements measured at fair value through translation differences of foreign operations other comprehensive income $ (1,081,728) $ 1,753,427 - - (721,722) 1,807,629 (721,722) 1,807,629 - - - - - - - - - (25,693) - - - - - (12) - - - 11,382 - - $ (1,803,450) $ 3,546,733 $ (1,803,450) $ 3,546,733 - - (464,955) 605,324 (464,955) 605,324 - - - - - (40,712) - - - 5,498 - - - - $ (2,268,405) $ 4,116,843			Treasury stocks
			Legal reserve	Special reserve				Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income
6(22) 6(21) 6(20)(22) 6(19)(20) 6(22) 6(32) 6(3) 6(22) 6(21) 6(20)(22) 6(20) 6(22) 6(20) 6(33)	$ 10,772,829		$ 1,167,412	$ 12,265			$ (1,081,728)	$ 1,753,427	$ (353,087)
	- -		- -	- -	2,918,705 221		- (721,722)	- 1,807,629	- -	2,918,705 1,086,128	2,850,785 1,085,269
	-		-	-	2,918,926		(721,722)	1,807,629	-	4,004,833	3,936,054
	- - - 1,292,739 - - - - - - -		283,976 - - - - - - - - - -	- (12,265) - - - - - - - - -	(283,976) 12,265 (1,077,283) (1,292,739) 25,693 - - 12 - (11,382) -		- - - - - - - - - - -	- - - - (25,693) - - (12) - 11,382 -	- - - - - 113,211 - - - - -	- - (1,077,283) - 87,108 196,628 10,784 - - - 1,100	- - (1,081,745) - 87,108 196,628 10,784 - 56,820 - 1,100
	$ 12,065,568		$ 1,451,388	$ -	$ 4,110,220		$ (1,803,450)	$ 3,546,733	$ (239,876)	$ 42,712,994	$ 42,761,495
	$ 12,065,568		$ 1,451,388	$ -	$ 4,110,220		$ (1,803,450)	$ 3,546,733	$ (239,876)	$ 42,712,994	$ 42,761,495
	- -		- -	- -	11,960,937 1,320		- (464,955)	- 605,324	- -	11,960,937 141,689	11,961,481 141,529
	-		-	-	11,962,257		(464,955)	605,324	-	12,102,626	12,103,010
	- - - - - - -		293,325 - - - - - -	- - - - - - -	(293,325) (1,206,557) (17,911) - (5,498) - -		- - - - - - -	- - (40,712) - 5,498 - -	- - - - - - -	- (1,206,557) (46,473) 11,379 (1,016,018) 372 (12)	- (1,207,388) (46,473) 11,379 (1,016,018) 372 (12)
	$ 12,065,568		$ 1,744,713	$ -	$ 14,549,186		$ (2,268,405)	$ 4,116,843	$ (239,876)	$ 52,558,311	$ 52,606,365

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation Amortization (Reversal of) provision of expected credit loss (Gain) loss of of financial assets/liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of profit of associates accounted for using equity method Gain on disposal of property, plant and equipment Gain on disposal of non-current assets held for sale (Gain) loss on disposal of investments Loss on inventory market value decline Changes in operating assets and liabilities Changes in operating assets Decrease in Notes receivable (Increase) decrease in Accounts receivable Decrease in Other receivables Increase in Inventories (Increase) decrease in Prepayments (Increase) decrease in Other current assets Changes in operating liabilities Increase (decrease) in Contract liabilities Increase in Accounts payable Increase in Other payables (Decrease) increase in Provisions for liabilities Increase in Other current liabilities Decrease in Accrued pension liabilities Increase in other operating liabilities Cash (outflow) inflow generated from operations Receipt of interest Cash dividend received Payment of interest Payment of income tax Net cash (used in) flows from operating activities	Notes 6(28) 6(28) 12(2) 6(26) 6(27) 6(24) 6(25) 6(7) 6(26)(13) 6(26) 6(26) 6(6)	2021 2020 $ 18,702,622 $ 2,980,076 948,418 908,976 95,654 89,722 (3,055) 17,494 (17,881) 18,855 23,717 46,479 (55,973) (44,482) (325,929) (214,428) (3,154,756) (2,415,388) (1,944) (564) (1,045,095) - (13,782,172) 6,674 86,047 137,040 29,394 61,062 (436,497) 1,069,041 29,689 64,646 (2,932,053) (1,694,988) (321,031) 34,425 (1,843) 13,223 326,254 (147,102) 554,302 854,435 355,829 165,626 (31,465) 3,523 86,210 9,055 (10,920) (14,827) 7 603 (882,471) 1,949,176 51,542 48,487 1,149,718 813,467 (22,356) (51,786) (441,116) (88,573) (144,683) 2,670,771

(Continued)

MITAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income (Increase) decrease in financial assets at amortised cost Acquisition of financial assets at fair value through profit or loss profit Proceeds from disposal of financial assets at fair value through profit or loss loss Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method Proceeds from disposal of subsidiaries Proceeds from disposal of non-current assets classified as held for sale Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment refundable deposits Acquisition of intangible assets Acquisition of investment properties other non-current assets Net cash flows from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term loans Proceeds from long-term debt Repayments of long-term debt Increase (decrease) in guarantee deposits Repayments of lease liabilities Cash dividends paid Proceeds from sale of treasury shares Investments increased by non-controlling interest Capital surplus - dividends unclaimed by the shareholders 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 6(7) 6(7) 6(33) 6(13) 6(8) 6(12) 6(11) 6(34) 6(34) 6(34) 6(34) 6(34) 6(33) 6(19) 6(32) 6(20) 6(1) 6(1)	2021 2020 $ (142,511) $ (102,528) - 16,211 22,112 - (673,857) 490,770 (140,000) (11,148) - 89,242 - (131,207) 1,466,118 - - (78,615) 1,134,495 - (1,005,772) (780,003) 13,109 8,959 (515) (6,117) (85,968) (76,994) (13,137) - - (12,961) 574,074 (594,391) 1,771,380 (2,349,843) 48,658 119,073 (95,184) - 6,858 (671) (39,432) (51,255) (1,196,009) (1,070,961) - 196,628 - 90,150 360 1,100 496,631 (3,065,779) (79,871) 130,130 846,151 (859,269) 5,805,297 6,664,566 $ 6,651,448 $ 5,805,297

PWCR21000455

INDEPENDENT AUDITORS’ REPORT

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, 2021 and 2020, 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 reports of other auditors, as described in the Other matter 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, 2021 and 2020, 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 audits 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. 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 Norm of Professional Ethics for Certified Public Accountants in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of the other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter

We draw attention to Note 6(3) to the parent company only financial statements, which describes that during 2021, the MiTAC Holdings Corporation and its subsidiaries’ (the Group’s) ownership in the associate, TD Synnex Corp., was decreased and the Group lost significant influence over it. As a result, the Company recognised the share of profit or loss of associates and joint ventures accounted for using equity methods amounting to NT$12,793,377 thousand. Our opinion is not modified in respect of this matter.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Company’s 2021 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

As of December 31, 2021, 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 the equity method, please refer to Note 6(3) for the details. The aforementioned investments accounted for using equity method constitute 92% 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 various types of products and sales terms, 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; test sampled the sales transactions including their terms, performance obligations, and prices and verified the supporting documents for deliveries 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

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

Other matter- Reference to the reports of other auditors

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 of associates and joint ventures accounted for using equity method amounted to NT$1,111,191 thousand and NT$1,604,767 thousand for the years ended December 31, 2021 and 2020, respectively. Investments accounted for using equity method amounted to NT$6,848,718 thousand and NT$12,693,073 thousand as at December 31, 2021 and 2020, respectively. Those financial statements before adjustments were audited by other auditors whose reports thereon have been furnished to us, and

our opinion expressed herein is based solely on the audit reports of the other auditors.

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.

Auditors’ responsibilities for the audit of the parent company only financial statements

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

As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, 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 one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2.

3.

4.

5.

6.

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

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

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

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

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

safeguards.

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

Liu, Chien-Yu[Cheng, Ya-Huei ]

For and on behalf of PricewaterhouseCoopers, Taiwan February 25, 2022

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

MiTAC HOLDINGS CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS

DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

Assets	Notes	December 31, 2020
		AMOUNT % $ 28,341 - 1,127 - 1,632,875 4 7,907 - 956 - 1,671,206 4 392,838 1 44,219,743 95 2,388 - 106 - 44,615,075 96 $ 46,286,281 100 $ 100,000 - 10,487 - 3,198,829 7 263,957 1 14 - 3,573,287 8 3,573,287 8 12,065,568 26 23,582,411 51 1,451,388 3 4,110,220 9 1,743,283 3 (239,876) - 42,712,994 92 $ 46,286,281 100
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 Refundable deposits 15XX Total non-current assets 1XXX Total assets Liabilities and Equity	6(1) 7 6(2) 6(3) 6(4) 6(5) 7 6(6) 6(7) 6(8) 6(9) 6(6)
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 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 3500 Treasury stocks 3XXX Total equity 3X2X Total liabilities and equity

MiTAC HOLDINGS CORPORATION PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

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

Items 4000 Operating revenue Operating expenses 6200 General and administrative expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 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 (loss) - net Components of other comprehensive income that will not be reclassified to profit or loss 8316 Unrealized gains 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 that will not be reclassified to profit or loss Components of other comprehensive loss that will be reclassified to profit or loss 8370 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 loss that will be reclassified to profit or loss 8300 Other comprehensive income for the year 8500 Total comprehensive income for the year 9750 Basic earnings per share 9850 Diluted earnings per share	Notes 6(2)(3) 6(11)(12) and 7 6(10) and 7 6(5) and 7 6(13) 6(2)(9) 6(3)(9) 6(3)(9) 6(14) 6(14)	Year ended December 31	Year ended December 31	Year ended December 31	% 100 (1) 99 - - - - - 99 (1) 98 1 60 61 (24) (24) 37 135 2.45 2.42
		2021	% 100 - 100 - - - - - 100 (1) 99 1 4 5 (4) (4) 1 100 10.01 9.96	2020
		AMOUNT $ 12,077,658 (46,208) 12,031,450 8,851 4,491 2 (11,375) 1,969 12,033,419 (72,482) $ 11,960,937 $ 134,692 471,952 606,644 (464,955) (464,955) $ 141,689 $ 12,102,626 $ $		AMOUNT $ 2,968,036 (33,880) 2,934,156 3,487 268 59 (8,702) (4,888) 2,929,268 (10,563) $ 2,918,705 $ 26,206 1,781,644 1,807,850 (721,722) (721,722) $ 1,086,128 $ 4,004,833 $ $

MiTAC HOLDINGS CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

Notes	Share capital- common stock	Capital surplus, additional paid-in capital		Retained earnings	Retained earnings	Other equity interest Financial statements translation differences of foreign operations Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income
			Legal reserve	Special reserve	Unappropriated retained earnings	Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income
6(8) 6(7)(9) 6(7) 6(7) 6(9) 6(9) 6(9) 6(7) 6(8) 6(7)(9) 6(7) 6(7)(9) 6(7) 6(7)	$ 10,772,829 - - - - - - 1,292,739 - - - - - - - 1,292,739 $ 12,065,568 $ 12,065,568 - - - - - - - - - - - $ 12,065,568	$ 23,400,002 - - - - - - - 87,108 83,417 10,784 - - - 1,100 182,409 $ 23,582,411 $ 23,582,411 - - - - - 12,150 11,379 (1,016,018) 372 (12) (992,129) $ 22,590,282	$ 1,167,412
			- -
			-
			283,976 - - - - - - - - - -
			283,976
			$ 1,451,388
			$ 1,451,388
			- -
			-
			293,325 - - - - - -
			293,325
			$ 1,744,713

MiTAC HOLDINGS CORPORATION PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation Interest expense Interest income Dividend income Share of profit of associates accounted for using equity method Changes in operating assets and liabilities Changes in operating assets Decrease in other receivables Decrease in other receivables - related parties (Increase) decrease in prepayments Changes in operating liabilities Increase in other payables Dncrease in other payables - related parties Increase (decrease) in other current liabilities Cash inflow (outflow) generated from operations Receipt of interest Cash dividend received Payment of interest Payment of income tax Net cash flows from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from capital reduction of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Loans lent to related parties Loans repaid from related parties Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Decrease in short-term borrowings Increase in loans from related parties Repayment of loans to related parties Cash dividends paid Capital surplus - dividends unclaimed by the shareholders Net cash flows from 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 6(4)(11) 6(10) 6(2) 6(3) 6(2)(3) 7 7 6(15) 6(15) and 7 6(15) and 7 6(8) 6(7) 6(1) 6(1)	Year ended December 31 2021 2020 $ 12,033,419 $ 2,929,268 796 796 11,375 8,702 (8,851) (3,487) (10,242) (10,021) (12,067,416) (2,958,015) 9,034 - 105,411 3,918 (50) 48 13,990 1,082 (10,871) - 46 (90) 76,641 (27,799) 7,833 3,217 984,054 223,285 (11,409) (7,926) (118,000) (4,461) 939,119 186,316 $ 180 $ - (55,400) (20,071) - 2,976 (7,244,835) (2,647,786) 4,996,843 1,281,600 (2,303,212) (1,383,281) (100,000) (900,000) 6,771,906 4,677,786 (4,103,914) (1,531,600) (1,206,557) (1,077,283) 372 - 1,361,807 1,168,903 (2,286) (28,062) 28,341 56,403 $ 26,055 $ 28,341

Attachment 4

MiTAC Holdings Corporation

Comparison Table of Amendment to the Articles of Incorporation

Current Article	Amended Article	Reason for Amendment
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 inSection 1 ofArticle 13 of the Company Act shall not apply to the Company.	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 Article 13 of the Company Act shall not apply to the Company.	To comply with the law and regulation.
Article 10 Shareholders’ meeting shall be of two types: 1. regular shareholders’ meeting; 2. 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 10 Shareholders’ meeting shall be of two types: 1. regular shareholders’ meeting; 2. 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. A shareholders’ meeting can be held by means of a visual communication network (video conference) or other methods promulgated by the central competent authority.	To comply with the law and regulation and to facilitate the practical needs.
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 May30, 2019.	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. The fifth amendment was made on May 31, 2022.	Adding amendment frequency and dates

Attachment 5

MiTAC Holdings Corp.

Comparison Table of Amendment to the Procedures for Acquisition or Disposal of Assets

Original Article	Amended Article	Reason for Amendment
Article 4 (Expert Independence) Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements. I. -III. (Omitted). When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the following: I. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. II. Whenexamining a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers. III. They shall undertake an item-by-item evaluation of the completeness, accuracy, and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion. IV. They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonableand accurate,and that	Article 4 (Expert Independence) Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall meet the following requirements. I. -III. (Omitted). When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the self-regulatory rules of the industry associations to which they belong and with the following provisions: I. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. II. Whenconducting a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers. III. They shall undertake an item-by-item evaluation of the appropriateness and reasonableness of the sources of data used, the parameters, and the information, as the basis for issuance of the appraisal report or the opinion. IV. They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that theyhave evaluated and found	To comply with the Financial Supervisory Commission, R.O.C. (Ref. no.`：`1110380465) on 28 January 2022.

Original Article		Amended Article	Reason for Amendment
they have complied with applicable laws and regulations.		that the information used is appropriate andreasonable, and that they have complied with applicable laws and regulations.
Article 5 (Procedures for Acquisition and Disposal of Investment on Securities) I. - III. (Omitted). IV. Opinions from experts: Where the company acquires or disposes of securities shall and the dollar amount of the transaction is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price.If the CPA needs to use the report of an expert as evidence, the CPA shall do so in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC). The calculation of the transaction amounts referred to in the preceding paragraph shall be done in accordance with Article 13, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.	Article 5 (Procedures for Acquisition and Disposal of Investment on Securities) I. - III. (Omitted). IV. Opinions from experts: Where the company acquires or disposes of securities shall and the dollar amount of the transaction is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall additionally engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC). The calculation of the transaction amounts referred to in the preceding paragraph shall be done in accordance with Article 13, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.		To comply with the Financial Supervisory Commission, R.O.C. (Ref. no.`：`1110380465) on 28 January 2022.

Original Article

Amended Article Reason for Amendment To comply with the Financial Supervisory Commission, R.O.C. (Ref. no. ： 1110380465) on 28 January 2022.

Original Article	Amended Article	Reason for Amendment
Article 6 (Procedures for Acquisition and Disposal of Real Property, Equipment or Right-of-use Assets Thereof) I. - III. (Omitted). IV. Appraisal report for real property, equipment or right-of-use assets thereof. In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: (I) Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction. (II) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. (III) Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for	Article 6 (Procedures for Acquisition and Disposal of Real Property, Equipment or Right-of-use Assets Thereof) I. - III. (Omitted). IV. Appraisal report for real property, equipment or right-of-use assets thereof. In acquiring or disposing of real property, equipment, or right-of-use assets thereof where the transaction amount reaches 20 percent of the company's paid-in capital or NT$300 million or more, the company, unless transacting with a domestic government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment or right-of-use assets thereof held for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: (I) Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors; the same procedure shall also be followed whenever there is any subsequent change to the terms and conditions of the transaction. (II) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. (III) Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for	To comply with the Financial Supervisory Commission, R.O.C. (Ref. no.`：`1110380465) on 28 January 2022.

	Original Article	Amended Article	Reason for Amendment
the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged toperform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ROC Accounting Research and Development Foundation (ARDF) and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: 1.The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount. 2.The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount. (IV) (Omitted). The calculation of the transaction amounts referred to in the preceding paragraph shall be done in accordance with Article 13, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.		the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: 1.The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount. 2.The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount. (IV) (Omitted) The calculation of the transaction amounts referred to in the preceding paragraph shall be done in accordance with Article 13, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.
Article 8 (Acquisition or Disposal of Intangible Assets or right-of-use assets thereof, Memberships, and Other Material Assets) I. - III. (Omitted). IV. Opinions from experts: If the dollar amount of intangible		Article 8 (Acquisition or Disposal of Intangible Assets or right-of-use assets thereof, Memberships, and Other Material Assets) I. - III. (Omitted). IV. Opinions from experts: If the dollar amount of intangible	To comply with the Financial Supervisory Commission, R.O.C. (Ref. no.`：`1110380465) on 28 January 2022.

	Original Article	Amended Article	Reason for Amendment
	assets or right-of-use assets thereof and membership to be acquired or disposed of by the Company is 20% or more of the Company's paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price; the CPA shall comply with the provisions of the Statement of Auditing Standards No. 20 published by the ARDF of the ROC. The calculation of the transaction amounts referred to in the preceding paragraph shall be done in accordance with Article 13, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.	assets or right-of-use assets thereof or membership to be acquired or disposed of by the Company is 20% or more of the Company's paid-in capital or NT$300 million or more, except in transactions with a domestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to provide an opinion regarding the reasonableness of the transaction price. The calculation of the transaction amounts referred to in the preceding paragraph shall be done in accordance with Article 13, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.
Article 9 (Procedures for Transactions with Related Parties) I.(Omitted) II.When the Company intends to acquire or dispose of real property or right- of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20% or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds that are issued by securities investment trust companies,		Article 9 (Procedures for Transactions with Related Parties) I.(Omitted) II.When the Company intends to acquire or dispose of real property or right- of-use assets thereof from or to a related party, or when it intends to acquire or dispose of assets other than real property or right-of-use assets thereof from or to a related party and the transaction amount reaches 20% or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds that are issued by securities investment trust companies,	To comply with the Financial Supervisory Commission, R.O.C. (Ref. no.`：`1110380465) on 28 January 2022.

Original Article

Reason for Amendment

Amended Article

the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the audit committee and resolved by the board of directors:

(I) The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
(II) The reason for choosing the related party as a transaction counterparty.
(III) Where real estate or right-of-use assets thereof is acquired from a related party, any information that is relevant to establish the reasonableness of transaction terms under Item 3, Paragraphs 1–4 of this Article.

the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the audit committee and resolved by the board of directors:

(I) The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
(II) The reason for choosing the related party as a transaction counterparty.
(III) Where real estate or right-of-use assets thereof is acquired from a related party, any information that is relevant to establish the reasonableness of transaction terms under Item 3, Paragraphs 1–4 of this Article.
(IV) The date and price at which the (IV) The date and price at which the related party originally acquired related party originally acquired the real property, the original the real property, the original transaction counterparty, and that transaction counterparty, and that transaction counterparty's transaction counterparty's relationship to the company and relationship to the company and the related party. the related party.
(V) Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
(VI) An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article.
(VII) Restrictive covenants and other important stipulations associated with the transaction.

The calculation of the transaction amounts referred to in the preceding paragraph shall be conducted in accordance with Article 13, Paragraph 2 herein. In the meantime, "within one year" as used herein refers to the year

(V) Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
(VI) An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article.
(VII) Restrictive covenants and other important stipulations associated with the transaction.

With respect to the acquisition or disposal of equipment, real estate of the right-of-use assets thereof for business use between the Company and its parent or subsidiaries, if the transaction amount is within NT$1000 million, the Board of Director may

Original Article	Original Article		Amended Article
proceeding to the date of occurrence of the current transaction. Amounts that have already been approved by the Audit Committee and resolved by the Board of Directors may be excluded from calculation. With respect to the acquisition or disposal of equipment, real estate of the right-of-use assets thereof for business use between the Company and its parent or subsidiaries, if the transaction amount is within NT$1000 million, the Board of Director may delegate to the Chairman the authority to decide such mattersfor the following transactions and the decisions shall be subsequently submitted to and ratified by the next Board of Directors meeting. (I). Acquisition or disposal of equipment or right-of-use assets thereof held for business use. (II). Acquisition or disposal of real property right-of-use assets held for business use. III.(Omitted)	proceeding to the date of occurrence	delegate to the Chairman the authority to decide such mattersfor the following transactions and the decisions shall be subsequently submitted to and ratified by the next Board of Directors meeting. (I). Acquisition or disposal of equipment or right-of-use assets thereof held for business use. (II). Acquisition or disposal of real property right-of-use assets held for business use. If the Company or a subsidiary thereof that is not a domestic public company will have a transaction set out in subparagraph 1 and the transaction amount will reach 10 percent or more of the Company’s total assets, the Company shall submit the materials in all the items of subparagraph 1 to the shareholders meeting for approval before the transaction contract to be entered into and any payment to be made. However, this restriction does not apply to transactions between the Company and any of its subsidiaries or transactions between its subsidiaries. The calculation of the transaction amounts referred to in subparagraph 1 and the preceding subparagraph shall be conducted in accordance with Article 13, Paragraph 2 herein. In the meantime,"within one year" as used herein refers to the year proceeding to the date of occurrence of the current transaction. Amounts that have already been approved by the Audit Committee and resolved by the Board of Directors may be excluded from calculation. III.(Omitted)	delegate to the Chairman the authority to decide such mattersfor the following transactions and the decisions shall be subsequently submitted to and ratified by the next Board of Directors meeting. (I). Acquisition or disposal of equipment or right-of-use assets thereof held for business use. (II). Acquisition or disposal of real property right-of-use assets held for business use. If the Company or a subsidiary thereof that is not a domestic public company will have a transaction set out in subparagraph 1 and the transaction amount will reach 10 percent or more of the Company’s total assets, the Company shall submit the materials in all the items of subparagraph 1 to the shareholders meeting for approval before the transaction contract to be
	of the current transaction. Amounts
	that have already been approved by
			entered into and any payment to be made. However, this restriction does
			not apply to transactions between the Company and any of its subsidiaries or transactions between
			its subsidiaries. The calculation of the transaction amounts referred to in subparagraph 1 and the preceding subparagraph shall be conducted in accordance with Article 13, Paragraph 2 herein. In the meantime,"within one year" as used herein refers to the year proceeding to the date of occurrence
			of the current transaction. Amounts

Original Article Amended Article proceeding to the date of occurrence delegate to the Chairman the authority of the current transaction. Amounts to decide such matters for the that have already been approved by following transactions and the the Audit Committee and resolved decisions shall be subsequently by the Board of Directors may be submitted to and ratified by the next excluded from calculation. Board of Directors meeting. With respect to the acquisition or (I). Acquisition or disposal of disposal of equipment, real estate of equipment or right-of-use assets thereof held for business use.

Original Article	Original Article		Amended Article
proceeding to the date of occurrence of the current transaction. Amounts that have already been approved by the Audit Committee and resolved by the Board of Directors may be excluded from calculation. With respect to the acquisition or disposal of equipment, real estate of the right-of-use assets thereof for business use between the Company and its parent or subsidiaries, if the transaction amount is within NT$1000 million, the Board of Director may delegate to the Chairman the authority to decide such mattersfor the following transactions and the decisions shall be subsequently submitted to and ratified by the next Board of Directors meeting. (I). Acquisition or disposal of equipment or right-of-use assets thereof held for business use. (II). Acquisition or disposal of real property right-of-use assets held for business use. III.(Omitted)	proceeding to the date of occurrence	delegate to the Chairman the authority to decide such mattersfor the following transactions and the decisions shall be subsequently submitted to and ratified by the next Board of Directors meeting. (I). Acquisition or disposal of equipment or right-of-use assets thereof held for business use. (II). Acquisition or disposal of real property right-of-use assets held for business use. If the Company or a subsidiary thereof that is not a domestic public company will have a transaction set out in subparagraph 1 and the transaction amount will reach 10 percent or more of the Company’s total assets, the Company shall submit the materials in all the items of subparagraph 1 to the shareholders meeting for approval before the transaction contract to be entered into and any payment to be made. However, this restriction does not apply to transactions between the Company and any of its subsidiaries or transactions between its subsidiaries. The calculation of the transaction amounts referred to in subparagraph 1 and the preceding subparagraph shall be conducted in accordance with Article 13, Paragraph 2 herein. In the meantime,"within one year" as used herein refers to the year proceeding to the date of occurrence of the current transaction. Amounts that have already been approved by the Audit Committee and resolved by the Board of Directors may be excluded from calculation. III.(Omitted)	delegate to the Chairman the authority to decide such mattersfor the following transactions and the decisions shall be subsequently submitted to and ratified by the next Board of Directors meeting. (I). Acquisition or disposal of equipment or right-of-use assets thereof held for business use. (II). Acquisition or disposal of real property right-of-use assets held for business use. If the Company or a subsidiary thereof that is not a domestic public company will have a transaction set out in subparagraph 1 and the transaction amount will reach 10 percent or more of the Company’s total assets, the Company shall submit the materials in all the items of subparagraph 1 to the shareholders meeting for approval before the transaction contract to be
	of the current transaction. Amounts
	that have already been approved by
			entered into and any payment to be made. However, this restriction does
			not apply to transactions between the Company and any of its subsidiaries or transactions between
			its subsidiaries. The calculation of the transaction amounts referred to in subparagraph 1 and the preceding subparagraph shall be conducted in accordance with Article 13, Paragraph 2 herein. In the meantime,"within one year" as used herein refers to the year proceeding to the date of occurrence
			of the current transaction. Amounts

Original Article	Amended Article	Reason for Amendment
Article 13 (Public Disclosure of Information) I. Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the information reporting website designated by the competent authority in the appropriate format as prescribed by regulations within 2 days commencing immediately from the date of occurrence of the event. The Company shall keep all relevant contracts, meeting minutes, log books, appraisal reports and opinions of the certified public accountant, attorney and securities underwriter at the company headquarters, where they shall be retained for five years, except where another act provides otherwise. (I).-(V). (Omitted) (VI). Where an asset transaction other than any of those referred to in the preceding five provisions or an investment in mainland China reaches 20% of the Company's paid-in capital or NT$300 million or more. This shall not apply to the following circumstances: 1. Trading of domestic government bonds. 2. Trading of bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds that are issued by securities investment trust companies. II.-V. (Omitted)	Article 13 (Public Disclosure of Information) I. Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the information reporting website designated by the competent authority in the appropriate format as prescribed by regulations within 2 days commencing immediately from the date of occurrence of the event. The Company shall keep all relevant contracts, meeting minutes, log books, appraisal reports and opinions of the certified public accountant, attorney and securities underwriter at the company headquarters, where they shall be retained for five years, except where another act provides otherwise. (I).-(V). (Omitted) (VI). Where an asset transaction other than any of those referred to in the preceding five provisions or an investment in mainland China reaches 20% of the Company's paid-in capital or NT$300 million or more. This shall not apply to the following circumstances: 1. Trading of domestic government bondsor foreign government bonds with a rating that is not lower than the sovereign rating of Taiwan. 2. Trading of bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds that are issued by securities investment trust companies. II.-V.(Omitted)	To comply with the Financial Supervisory Commission, R.O.C. (Ref. no.`：`1110380465) on 28 January 2022.

Original Article	Amended Article	Reason for Amendment
Article 19 (Date of Amendments) This Procedures was enacted on June 24, 2013. The 1stamendment was made on J June 24, 2014. The 2ndamendment was made on June 21, 2016. The 3rdamendment was made on June 12, 2017. The 4thamendment was made on May 30, 2019.	Article 19 (Date of Amendments) This Procedures was enacted on June 24, 2013. The 1stamendment was made on J June 24, 2014. The 2ndamendment was made on June 21, 2016. The 3rdamendment was made on June 12, 2017. The 4thamendment was made on May 30, 2019. The 5th amendment was made on May	Adding amendments frequency and dates.
	31, 2022.

Attachment 6

MiTAC Holdings Corp.

Comparison Table of Amendment to the Procedures

for Loaning Funds to Others

Original Article	Amended Article	Reasons for amendment
Article 4 (Aggregated amount of loan funds and limits for individual counterparty) I. Where an inter-company or inter-firm short-term financing facility is necessary: The maximum financing amount shall not exceed20percent of the Company's net worth in the financial statements of the latest period audited or reviewed by CPAs; for an individual loan, the maximum amount is10percent of the aforesaid net worth. II. Where an inter-company or inter-firm business transaction calls for a loan arrangement: The maximum financing amount shall not exceed 20 percent of the Company’s net worth in the financial statements of the latest period audited or reviewed by CPAs; for the an individual loan, the maximum amount is the total amount of the transactions in the most recent year or the expected transactions in the next year or 10 percent of the aforesaid net worth; the lowest amount shall prevail. The so-called amount of the transactions refers to the sales or purchase amount; the higher one prevails. III. The aggregated amount of loans shall not exceed20percent of the Company's net worth in the financial statements of the latest period as audited or reviewed by CPAs. IV. The authorization limit for loaning of funds to a single entity, pursuant to Article 6, sub-paragraph 4: Not exceed 10 percent of the Company’s net worth in the financial statements of the latest period audited or reviewed by CPAs.	Article 4 (Aggregated amount of loan funds and limits for individual counterparty) I. Where an inter-company or inter-firm short-term financing facility is necessary: The maximum financing amount shall not exceed40percent of the Company's net worth in the financial statements of the latest period audited or reviewed by CPAs; for an individual loan, the maximum amount is40percent of the aforesaid net worth. II. Where an inter-company or inter-firm business transaction calls for a loan arrangement: The maximum financing amount shall not exceed 20 percent of the Company’s net worth in the financial statements of the latest period audited or reviewed by CPAs; for the an individual loan, the maximum amount is the total amount of the transactions in the most recent year or the expected transactions in the next year or 10 percent of the aforesaid net worth; the lowest amount shall prevail. The so-called amount of the transactions refers to the sales or purchase amount; the higher one prevails. III. The aggregated amount of loans shall not exceed40percent of the Company's net worth in the financial statements of the latest period as audited or reviewed by CPAs. IV. The authorization limit for loaning of funds to a single entity, pursuant to Article 6, sub-paragraph 4: Not exceed 10 percent of the Company’s net worth in the financial statements of the latest period audited or reviewed by CPAs.	To facilitate the practical needs.

Original Article	Amended Article	Reasons for amendment
V. The “net worth” referred in the Procedure, is the equity attributable to the shareholders of the parent company in the financial statements prepared pursuant to the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”	V. The “net worth” referred in the Procedure, is the equity attributable to the shareholders of the parent company in the financial statements prepared pursuant to the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”
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.	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. The fourth amendment was made on May 31, 2022.	Adding amendments frequency and dates.

Attachment 7

MiTAC Holdings Corporation

List of the candidates of directors (including independent directors)

Candidate Type	Name	Education	Experience	Current Positions	Whether the director has assumed the post of an independent director for three consecutive terms or more
Director	MIAU, MATTHEW FENG CHIANG `【`MiTAC Inc. Rep.`】`	 Honorary Ph.D., National Chiao Tung University  Santa Clara University, EMBA  California Berkley University, Bachelor, Electrical Engineering	 Laureate of Industrial Technology Research Institute (ITRI)  President, UPC Technology Corp.  President, Linde Lienhwa Industrial Gases Co., Ltd.  Chairman, Synnex Corporation  Independent Director, Galileo International, Inc.  Independent Director, The BOC Group Plc.  Independent Director, Linde AG  Delegate, APEC Business Advisory Council (ABAC)  Convener, Civil Advisory Committee of National Information & Communications Initiatives(NICI)	 Chairman, MiTAC Holdings Corp.  Chairman, Lien Hwa Industrial Holdings Corporation  Chairman, UPC Technology Corp.  Chairman, SYNNEX Technology International Corp.  Chairman, MiTAC Inc.  Director, Getac Holdings Corp.  Independent Director, Cathay Financial Holding Co. Ltd.  Director, TD SYNNEX Corporation  Director, CTCI Foundation  Chairman, Chinese National Association of Industries	Not applicable
Director	HO, JHI- WU	 Master in Computer Science, Fairleigh Dickinson University  Master in Science of International Economics, San Diego State University	 Marketing Manager, Pao Hwa Trading Co., Ltd.	 President, MiTAC Holdings Corporation  Director and President, MiTAC International Corp.  Chairman and CEO, MiTAC Computing Technology Corp.  Chairman and CEO, MiTAC Digital Technology Corp.  Chairman, Tsu Fung Investment Corporation  Director, 3-Probe Technologies Co., Ltd.  Director, Promise Technology, Inc.  Director,Whetron Electronics Co.,Ltd	Not applicable

Candidate Type	Name	Education	Experience	Current Positions	Whether the director has assumed the post of an independent director for three consecutive terms or more
Director	CHIAO, YU-CHENG	 MSEE, Washington University, USA  MS in Telecommunication Engineering, Chiao Tung University	 Chairman, Walsin Lihwa Corp.  Chairman, Nuvoton Technology Corporation  Independent Director, Synnex Technology International Corporation  Chairman, Taiwan Electrical and Electronic Manufacturers’ Association	 Chairman and CEO, Winbond Electronics Corp.  Director, Walsin Lihwa Corp.  Director, Walsin Technology Corp.  Director, Nuvoton Technology Corp.  Director, MiTAC Holdings Corp.  Independent Director, Taiwan Cement Corp.	Not applicable
Director	HSU, TZU-HWA `【`MiTAC Inc. Rep.`】`	 PhD, Electronic Engineering, University of California, Berkeley, California,USA	 President, Hua Deng International Investment Inc.  Vice chairman, East Tender Optoelectronics Corp.  Independent Director,LuxNet Corp.	 Director, MiTAC Holdings Corp.	Not applicable
Director	SU, LIANG `【`MiTAC Inc. Rep.`】`	 Master’s Degree from the Information Management Department, Tamkang University  Bachelor’s Degree from Computer and Control Department, National Chiao Tung University  Entrepreneur Completed the Management and Development Program, National Chengchi University	 Managing Director, Taipei Computer Association  Chief Commissioner, Global Organization of Smart Cities  President, Taiwan Smart City Solutions Alliance  Vice President, Ritek Corporation  Chairman, Chinese Foundation For Digitization Technology  Technology Consultant, Taipei Rapid Transit Corporation	 Vice Chairman and President, MiTAC Inc.  Chairman and President, MiTAC Information Technology Corp.  Director, MiTAC Holdings Corp.  Independent Director, Mao Bao Inc.  Independent Director, Whetron Electronics Co., Ltd.  Director, EasyCard Corp.  Director, Far Eastern Electronic Toll Collection Co, Ltd.  Director, Mitac Hikari Corp.  Director, CECI Engineering Consultants,Inc.,Taiwan  Director, FETC International Co., Ltd.  Managing Director, Institute for Information Industry  Supervisor, EasyCard Investment Holdings Co., Ltd.	Not applicable

Candidate Type	Name	Education	Experience	Current Positions	Whether the director has assumed the post of an independent director for three consecutive terms or more
Director	CHANG, KWANG-CHENG `【`UPC Technology Corp. Rep.`】`	 PhD. Atmospheric Science, State University of New York, USA  Honorary Doctorate of Theology, Dallas Baptist University  MBA, Tokyo Denki University  MBA, State University of New York, USA  MBA, Atmospheric Science, State University of New York, USA  Bachelor of Metrology, Dept. of Geography, National Taiwan University	 Director, Commerce Development Research Institute  President, Shih Chien University  President, Minghsin University of Science and Technology  Visiting Professor, School of Business, University of Hawaii  President, Chung Yuan Christian University  Independent Director, Taiwan Power Company	 Director, MiTAC Holdings Corp.  Chairman, Chung Yuan Christian University	Not applicable
Director	WAY, YUNG-DO `【`UPC Technology Corp. Rep.`】`	 MBA of Georgia University  BA of Accountancy, Soochow University	 Senior Auditor, Deloitte Haskins & Sells, USA  CEO, Deloitte  Independent Director, SYNNEX Technology International Corporation  Director, Chilisin Electronics Corp  Supervisor, Kaimei Electronic Corp.	 Director, MiTAC Holdings Corp.  Independent Director, Far Eastern Dept. Stores Co. Ltd.  Independent Director, Cathay Financial Holding Co. Ltd.  Independent Director, Cathay United Bank Company Limited  Independent Director, Cathay Securities Corporation  Independent Director, Taita Chemical Co., Ltd.  Director, Vanguard International Semiconductor Corporation  Director, Iron Force Industrial Co., Ltd.  Chairman,YCSY Co.,Ltd.	Not applicable

Candidate Type	Name	Education	Experience	Current Positions	Whether the director has assumed the post of an independent director for three consecutive terms or more
Independent Director	LU, SHYUE-CHING	 University of Hawaii System, Department of Electrical Engineering, EngD  National Cheng Kung U. Department of Engineering Science, BS	 Managing Director, Telecommunication Laboratories, Ministry of Transportation and Communication, ROC  Director, Department of Posts and Telecommunications Ministry of Transportation and Communication  Deputy Director, General, Directorate-General of Telecommunication  President, Chunghwa Telecom Co., Ltd.  Chairman,Chunghwa Telecom Co.,Ltd.	 Independent Director, MiTAC Holdings Corp.  Independent Director, Radium Life Tech. Co., Ltd.  Independent Director,Delta Electronics, Inc.  Director, Sercomm Corporation  Director, CTCI Advanced Systems Inc.  Director, XRSPACE Co., Ltd.	No
Independent Director	MA, SHAW-HSIANG	 BBA, Hitotsubashi University	 President, Jiangsu Jiaguo Building Materials Processing and Warehousing Ltd.  Director, Federal Corp.  Chairman,MAXON Corp.	 Independent Director, MiTAC Holdings Corp.  Chairman, MAXON Corp.	No
Independent Director	HAO, TING	 Doctor, Business Management, Victoria University  Master, EECS, UC Berkeley  Bachelor, Department of Electrical and Control Engineering, National Chiao Tung University	 Founder, DAVICOM Semiconductor, Inc.  Chairman, Chu-Ming Tutorial Foundation  Chairman, C-Com Corporation  Staff in Charge, Communication, HQ of Compaq in Houston	 Chairman, DAVICOM Semiconductor, Inc.  Independent Director, United Integrated Services Co., Ltd.  Chairman, Association of NCTU Alumni	No

Appendix 1 MiTAC Holdings Corp. Articles of Incorporation (Pre-amendment)

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: 1. 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
		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:
		1. regular shareholders’ meeting;
		2. 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 “Procedure 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 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.
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 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.

Appendix 2 MiTAC Holdings Corp. Rules of Procedure for Shareholders Meetings

Article 1

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

Article 2

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

Article 3

(Convening shareholders meetings and shareholders meeting notices)

Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors.

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

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

Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1, Matters specified in Article 26-1 and Article 43-6 of the Securities and Exchanges Act, and Article 56-1 and Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.

Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not be altered by any extraordinary motion or otherwise in the same meeting.

A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a written proposal for discussion at a regular shareholders meeting. The number of items so proposed, however, is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. Officially, a shareholder proposal for urging the corporation to promote public interests or fulfill its social responsibilities shall comply with the circumstances of

Article 172-1 of the Company Act, however, is limited to one only, and no proposal containing more than one item will be included in the meeting agenda.

Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce its acceptance of shareholder proposals in writing or electronically, 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, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.

Article 4

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

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

After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Corporation before two 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.

Article 5

(Principles determining the time and place of a shareholders meeting)

The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

Article 6

(Preparation of documents such as the attendance book)

This Corporation shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.

Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification.

This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

Article 7

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

If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair.

When a managing director or a director serves as chair, as referred to in the preceding paragraph, the managing director or director shall be one who has held that position for six months or more and who understands the financial and business conditions of the company. The same shall be true for a representative of a juristic person director that serves as chair.

It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one supervisor in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes.

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

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

Article 8

(Documentation of a shareholders meeting by audio or video)

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

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

Article 9

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

The chair shall call the meeting to order at the appointed meeting time, and announce the number of shares without voting rights, and attending shares at the same time.

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

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 one month.

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

Article 10

(Discussion of proposals)

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

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

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

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

Article 11

(Shareholder speech)

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

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

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

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

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

Article 12

(Calculation of voting shares and recusal system) Voting at a shareholders meeting shall be calculated based the number of shares.

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

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

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

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

Article 13

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

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

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

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

Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a poll of the shareholders. After the conclusion of the meeting, on the same

day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation.

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

Article 14

(Election of directors)

The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment regulations adopted by this 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, as well as the names of those unelected ones and the numbers of votes they obtained.

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

Article 15

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

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

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

Article 16

(Public disclosure)

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

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17

(Maintaining order at the meeting place)

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

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.

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

Article 18

(Recess and resumption of a shareholders meeting)

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

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.

Article 19

These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.

Article 20

This rules was established on June 24, 2013. The 1[st] amendment was made on June 11, 2015. The 2[nd] amendment was made on May 28, 2020. The 3[rd] amendment was made on July 16, 2021.

Appendix 3 MiTAC Holdings Corp. Procedures for Election of Directors

Article 1

To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Articles 21 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 2

Except as otherwise provided by law and regulation or by this Company's articles of incorporation, elections of directors shall be conducted in accordance with these Procedures.

Article 3

The overall composition of the board of directors shall be taken into consideration in the selection of this Company's directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:

Basic requirements and values: Gender, age, nationality, and culture.
Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:

The ability to make judgments about operations.
Accounting and financial analysis ability.
Business management ability.
Crisis management ability.
Knowledge of the industry.
An international market perspective.
Leadership ability.
Decision-making ability.

More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.

The board of directors of this Company shall consider adjusting its composition based on the results of performance evaluation.

Article 4

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

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

Article 5

Elections of directors at this Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.

When the number of directors falls below five due to the dismissal of a director for any reason, this Company shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in this Company’s articles of incorporation, this Company shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

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

Article 6

The cumulative voting method shall be used for election of the directors at this Company. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.

Article 7

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

Article 8

The number of directors will be as specified in this Company's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

Article 9

Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.

Article 10

A ballot is invalid under any of the following circumstances:

The ballot was not prepared by a person with the right to convene.
A blank ballot is placed in the ballot box.
The writing is unclear and indecipherable or has been altered.
The candidate whose name is entered in the ballot does not conform to the director candidate list.
Other words or marks are entered in addition to the number of voting rights allotted.

Article 11

The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected, shall be announced by the chair on the site.

Article 12

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

Article 13

This Procedure was established on June 24, 2013. The 1[st] amendment was made on June 11, 2015. The 2[nd] amendment was made on May 30, 2019. The 3[rd] amendment was made on July 16, 2021.

Appendix 4 MiTAC Holdings Corp. Shareholdings of All Directors

			Record Date`：`April 2,2022	Record Date`：`April 2,2022	Record Date`：`April 2,2022	Record Date`：`April 2,2022
			Current Shareholding
Position	Name				Shareholding	Note
			Type	Shares
					ratio(%)

Chairman	Miau,Matthew FengChiang		Common Shares	12,174,721	1.01%
Director	Ho,Jhi-Wu			2,438,953	0.20%
Director	Hsu,Tzu-Hwa	Rep. of MiTAC Inc.		104,431,091	8.66%
	Su,Liang
Director	Way,Yung-Do	Rep. of UPC TechnologyCorp.		99,802,598	8.27%
	Chang,Kwang-Cheng
Director	Chiao,Yu-Cheng			0	0.00%
Independent Director	Ma, Shaw-Hsiang			0	0.00%
Independent Director	Lu, Shyue-Ching			0	0.00%
Independent Director	Tsai Ching-Yen			0	0.00%
Total				218,847,363	18.14%

Total issued shares: 1,206,556,789 shares on April 2, 2022 Note: The minimum required shareholding of all directors by law: 32,000,000 shares The shareholding of all directors on April 2, 2022: 218,847,363 shares

AI assistant

MHC — AGM Information 2022

52372_rns_2022-06-14_d557f36a-869b-40b8-a144-b2a3b30b78da.pdf

MiTAC Holdings Corporation

2022 Annual Meeting of Shareholders Handbook

May 31, 2022

Table of Contents

Appendix

MiTAC Holdings Corporation

2022 Annual Meeting of Shareholders

Agenda

9. Adjournment

Matters to Report

No. 1

No. 2

No. 3

No. 4

Matters for Adoption

Profit Distribution Table

Year 2021

Matters for Discussion

No. 2 (Proposed by the Board of Directors)

No. 3 (Proposed by the Board of Directors)

Matters for Election

Other Motions

Questions and Motions

Adjournment

Attachment 1

MiTAC Holdings Corporation

2021 Business Report

The Operating Performance of 2021

Honors and innovations

R&D Results

The Operating Prospect of 2022

Attachment 2

MiTAC Holdings Corporation Audit Committee’s Review Report

Submit to

Attachment 3

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Shareholders of MiTAC Holdings Corporation

Opinion

Basis for opinion

Emphasis of matter

Key audit matters

Sales revenue recognition

Description

How our audit addressed the matter

Valuation of inventory

Description

How our audit addressed the matter

Other matter- reference to audits of other auditors

Other matter - Parent company only financial reports

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

Auditors’ responsibilities for the audit of the consolidated financial statements

control that we identify during our audit.

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2021 AND 2020

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2021 AND 2020

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2021 AND 2020

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2021 AND 2020

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020

MITAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for opinion

Emphasis of matter

Key audit matters

Sales revenue recognition

Description

How our audit addressed the matter

Valuation of inventory

Description

How our audit addressed the matter

MHC AGM Information 2022