MHC - AGM Information 2024 | FinancialReports.eu

Stock Code: 3706

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2024 Annual Meeting of Shareholders Handbook

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

May 28, 2024

Page No. Meeting Agenda ............................................................................................................................................... 1 Matters to Report ............................................................................................................................................. 3 Matters for Adoption ........................................................................................................................................ 4 Matters for Discussion ..................................................................................................................................... 6 Questions and Motions .................................................................................................................................. 10 Attachments Attachment 1: 2023 Business Report ............................................................................................................ 11 Attachment 2: Audit Committee’s Review Report ........................................................................................ 14 Attachment 3: 2023 Financial Statements ..................................................................................................... 15 Attachment 4: Comparison Table of Amendment to the Articles of Incorporation ....................................... 39 Attachment 5: Comparison Table for Amendment to the Rules of Procedure for Shareholders Meeting..... 41 Appendix Appendix 1: Articles of Incorporation (pre-amendment) .............................................................................. 42 Appendix 2 Rules of Procedure for Shareholders Meeting (pre-amendment) .............................................. 47 Appendix 3: Shareholdings of all directors ................................................................................................... 58

MiTAC Holdings Corporation

2024 Annual Meeting of Shareholders

Agenda

Meeting type: Hybrid shareholders’ meeting

(physical shareholders’ meeting with the assistance of video conferencing)

Date/Time: May 28, 2024, (Tuesday) 09:00 a.m.

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

E-Meeting Platform : “eMeeting” by Taiwan Depository & Clearing Corporation.

【Website: https://stockservices.tdcc.com.tw】

Call the Meeting to Order
Chairman Remarks
Matters to Report

No. 1: 2023 Business Report

No. 2: Audit Committee’s Review Report

No. 3: Status reports of 2023 Employees and Directors Compensation Distribution
No. 4: Distribution of Cash Dividends from 2023 Profits
Matters for Adoption

No. 1: Adoption of the 2023 Business Report and Financial Statements No. 2: Adoption of the Proposal for Distribution of 2023 Profits

Matters for Discussion
No. 1: Proposal for Change of Company Name and Amendment to the Articles of Incorporation

No. 2: Proposal for Amendment to the “Rules of Procedure for Shareholders Meeting”

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No. 3: Proposal that to cooperate with the future stock listing plan of the subsidiary MiTAC Digital Technology Corp. (hereinafter referred to as “MDT”), the Company may carry out the stock release operation and/or waiver of the subscription rights for cash capital increase of MDT
Questions and Motions
Adjournment
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Matters to Report

No. 1

Proposal: 2023 Business Report.

Explanation: Please refer to Attachment 1.

No. 2

Proposal: Audit Committee’s Review Report on various 2023 statements and related reports.

Explanation: Please refer to Attachment 2.

No. 3

Proposal: Status reports of 2023 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 2,213,050 and NTD 6,500,000, respectively.

No. 4

Proposal: Distribution of cash dividends from 2023 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 1,568,523,825 at NTD 1.3 per share. The cash distribution date is on April 30, 2024.
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Matters for Adoption

No. 1 (Proposed by the Board of Directors) Proposal: Adoption of the 2023 Business Report and Financial Statements. Explanation:

a. 2023 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 2023 Profits. Explanation:

a. 2023 earnings after taxed is NTD 1,783,630,142, have been reviewed by the Audit Committee, and approved by the board of directors. The Profit Distribution Table is listed as follows.

Profit Distribution Table Year 2023

Unit: NTD

Year 2023	Unit: NTD	Unit: NTD
Item	Amount
Beginningretained earnings		17,916,942,677
(a) Add: Profit for the year Add: Other comprehensive income (Less)-actuarial income on defined benefit plans Add: Subsidiaries change of associates accounted for using equity method Add: Disposal of investments accounted for using equity method Less: Disposal of equity instruments measured at fair value through other comprehensive income Less: Disposal of company’s share by subsidiaries recognised as treasury share transactions Total earnings after-tax for the current period and other items adjusted to the undistributed earnings	1,783,630,142 2,999,646 37,584,806 798,914 (459,500,661) (11,376,656)	1,354,136,191
(b) Less:Legal reserve		(135,413,619)
Distributablenet profit		19,135,665,249
(c) Distribution items： Cash Dividends toShareholders($1.3 per share) (Remark)		(1,568,523,825)
Unappropriated retained earnings		17,567,141,424
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 theShareholders’ 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, 2024.
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 Change of Company Name and Amendment to the Articles of Incorporation.

Explanation:

a. For integrating the group's resources, the company expands its business orientation and business content (such as supply chain management center, international market research and trend analysis, new international business and market expansion, global ESG challenges and legal compliance, etc.) to enhance the overall effect of the holding company, it is planned to change the company name to " MiTAC Holdings Corporation"
b. For the compliance with changing the company name, increased business projects to facilitate the business development needs of the above-mentioned business operations and to facilitate 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.
c. Approval is respectively requested.

Resolution:

No. 2 (Proposed by the Board of Directors) Proposal: Proposal for Amendment to the “Rules of Procedure for Shareholders Meeting”. Explanation:

a. For the compliance with the Letter No. Taiwan-Stock-Governance-1120004167 of the Taiwan Stock Exchange Company on March 17, 2023, it is proposed to amend the “Rules of Procedure for Shareholders Meeting”. A comparison table of amended articles and current articles of the above is provided in Attachment 5.
b.Approval is respectively requested. Resolution:
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No. 3 (Proposed by the Board of Directors)

Proposal: To cooperate with the future stock listing plan of the subsidiary MiTAC Digital Technology Corp. (hereinafter referred to as “MDT”), the Company may carry out the stock release operation and/or waiver of the subscription rights for cash capital increase of MDT.

Explanation:

a. To support the operational development of MDT, and to attract and retain the necessary professional talents, as well as to comply with the regulations of the securities listing application, the Company’s shareholding of MDT needs to be reduced to below 70% before applying for listing. At the time of listing, the Company, its subsidiaries, the directors, supervisors, representatives, shareholders holding more than 10% of the total outstanding shares, and their related parties may collectively hold no more than 70% of the total issued shares of MDT. To maintain control over MDT as stated in c. of this explanation, the Company plans to dispose of some of the MDT shares it owns during the first or subsequent cash capital increase(s) issued by MDT before it applies for listing. The Company may also choose to release some or all of its MDT shares or waive the right to subscribe for some or all of the newly issued shares, and dispose of some of its MDT shares in one or more installments.
(a) Disposal of MDT shares:

The procedure for the decision of disposal price of MDT should be according with the relevant laws and regulations applicable to the Company and MDT. The Company’s disposal price of MDT should not be lower than the net asset value per share of the financial statements audited or reviewed by the accountant in the latest period before the Board of Directors of MDT approves the disposal. However, if the stock has been traded on the stock exchange, in addition to the aforementioned net asset value, the price should also be determined based on the prevailing market price at the time. If necessary, should be entrusted the independent expert to issue an opinion on the reasonableness of the price as a reference for the decision. The Company will prioritize the existing shareholders listed on the latest record date to subscribe for the disposed shares of MDT in proportion to their current shareholding; however, in order to avoid increasing administrative costs, only shareholders holding one or more shares on the latest record date will be eligible to subscribe for the disposed shares of MDT. In addition, in consideration of the development of MDT 's operation and the purpose of attracting and retaining professional talents to enhance the operation performance, if the shareholders of the Company give up the subscription or under subscription, the Chairman of the Company will be authorized to negotiate with specific persons to subscribe, and the counterparties of the transaction will be the employees of MDT, the

employees of the Company and its affiliates, and the strategic investors or financial investors who are beneficial to the development of the operation of MDT. The actual transaction shares and price, the negotiation of the counterparties to the transaction and the operation schedule are proposed to the shareholders' meeting to authorize the board of directors of the Company to determine the transaction in accordance with the prevailing market conditions and the operating conditions of MDT, and to handle the transaction in accordance with the Company’s prevailing procedures for acquisition or disposal of assets.

(b) Abandonment of the capital increase in cash subscription:

If the Company waives the subscription of MDT Cash Capital Increase, the cash capital increase price of MDT should be according with the relevant laws and regulations applicable to the company and MDT. The cash capital increase price of MDT should not be lower than the net asset value per share of the financial statements audited or reviewed by the accountant in the latest period before the Board of Directors of MDT approves the cash capital increase. However, if the stock has been traded on the stock exchange, in addition to the aforementioned net asset value, the price should also be determined based on the prevailing market price at the time. If necessary, should be entrusted the independent expert to issue an opinion on the reasonableness of the price as a reference for the decision. Taking into account its operational development, recruitment and retention of professional talents to improve the operating performance, in addition to reserving 10% to 15% of the cash capital increase shares for MDT’s employee subscription and making full public offerings and underwriting pursuant to Article 28-1 of the Securities and Exchange Act and relevant laws and regulations, the Company may abandon the subscription of shares in the cash capital increase of MDT, and the qualified shareholders of the Company shall have priority to subscribe. If the Company's shareholders abandon the subscription or the subscription is insufficient, MDT will be urged to offer a subscription proposal within the waived subscription shares to its employees, the employees of the Company and related enterprises, and strategic or financial investors that may contribute to the development of MDT 's operations and in accordance with the Company's procedures in place for acquisition or disposal of assets. Among them, the qualified shareholders of the Company refer to the shareholders recorded in the shareholder registry on the latest record date for the subscription of the new shares in the cash capital increase of MDT and who hold one or more shares of the Company calculated on a proportional basis according to their shareholding recorded in the registry (the Company's shareholders may consolidate their holdings in accordance with relevant regulations). However, the number of shares issued, price, negotiations with specific individuals,

and the timetable of the cash capital increase shall be subject to the resolution of the Board of Directors of MDT.

b. For the stock release required for the registration and listing process of MDT, the Company shall allocate shares for the underwriter and for the oversubscription process according to relevant laws and regulations and related listing requirements. The number of shares to be allocated and the price shall be jointly agreed upon by the underwriter based on relevant laws and regulations, market conditions at the time, and MDT 's operating status.
c. After completing the aforementioned operations of releasing shares and/or waiving the cash capital increase subscription, the Company's direct or indirect comprehensive shareholding percentage in MDT shall still not be less than 50% at the time of its listing, in order to maintain control and achieve group synergy.
d. The Company's Shareholders' Meeting is requested to authorize the Board of Directors to fully handle the above-mentioned matters related to the release of shares and/or abandonment of cash capital increase subscription for MDT.
e. Approval is respectively requested.
Resolution:
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Questions and Motions

Adjournment

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Attachment 1

MiTAC Holdings Corporation

2023 Business Report

The year 2023 was the year of generative AI. Relevant data and estimates show that we are in the midst of an AI revolutionary wave which will flourish for the next decade. However, despite the uncertainty of geopolitical development, inflation and interest rate decisions leading the economy towards a soft landing, the pace of growth remains slow and affects the corporate revenue outlook. China, the world’s second-largest economy, is recovering and facing challenges and uncertainties. Reflecting on 2023 was a year of opportunities with the application of new technologies and the reorganization of the global supply chain, MiTAC Holdings Corp.’s subsidiary commences carrying out Intel DSG (Data Solutions Group) business starting July 2023, continues to manufacture, sell, and support products with the same level of performance, reliability to regional and worldwide customers and create new growth model.

In the face of economic changes caused by the world situation, MiTAC Holdings Corp.’s enthusiasm, innovation, execution and professionalism, corporate resilience, and employees drew on others’ successful experiences and insisted on on-time delivery to achieve its growth target. The following shows the Operation Performance of 2023 and Prospects of 2024:

The Operating Performance for 2023

In 2023, MiTAC Holdings Corp. generated consolidated revenues totaling NT$35.536 billion and net income of NT$1.784 billion attributable to the parent company, which resulted in after-tax earnings per share of NT$1.48.

Honors and Innovations

The corporate governance results indicated ranked 6%-20% among all listed companies and was selected as one of the “TWSE CG 100 Index.”
MiTAC Digital Technology Corp’s Enhanced Fleet Management Solution - MioEYE K series + VisionMa won the 32[nd] Taiwan Excellence Award.
MiTAC Digital Technology Corp’s Separated Type Motorcycle Dashcam - Mio MiVue M820WD won the 32[nd] Taiwan Excellence Award.
MiTAC Digital Technology Corp’s 4TG LTE Connected Dashcam - Mio MiSentry 12T won the 32[nd] Taiwan Excellence Award.
MiTAC Digital Technology Corp.,’s e-mirror type rearview mirror dashcam – Mio MiVue R850 Series has been recognized in the User Interface (UI) category of the 2023 iF DESIGN AWARD.
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MiTAC International Corp. and MiTAC Computing Technology Corp. participated in the “Promotion Plan for Electronic Information Smart Manufacturing and Service Robot Applications” and utilized CFX-IPC-2591 and HERMES to build a demonstration production line suitable for future high-end smart manufacturing (AI and big data) needs.
MiTAC Holdings Corp. has been honored as an outstanding enterprise in the "Proactive Evaluation of Occupational Health and Safety Indicators in Corporate Sustainability Reports" for the year 2023.
MiTAC Holdings Corp. won the silver medal in Electronic Information Products Manufacturing Category of the Sustainability Report Award.
MiTAC Holdings Corp. was selected by the Taoyuan City Government as the Taoyuan City Government Maternal Health Protection Alliance Model Business Unit.

R&D Results

MiTAC Computing Technology Corp. released new generation of Open RAN DU/CU Server.
TYAN® , a subsidiary of MiTAC Computing Technology Corp., launched the 4[th] Gen of Intel Xeon scalable processor platforms.
TYAN® , a subsidiary of MiTAC Computing Technology Corp., launched the HPC, cloud, and storage server platform, supporting AMD EPYC™ 9004 processors.
MiTAC Computing Technology Corporation’s OCP server CP2S11 as an OCP Inspired™ product.
MiTAC Computing Technology Corp. showcased TYAN®’s AI/HPC, Intel-based boards and immersion cooling solution at the Super Computing 2023 (SC’s23)
MiTAC Digital Technology Corp., launched connected dashcam MiSentry 12T, paired with its own APP to monitor your car in real time.
MiTAC Digital Technology Corp./Mio launched the electronic rearview mirror-type dual lens dashcam MiVue 955WD with a 4K front-facing camera and a 2K rear-facing dashcam with GPS and Wifi part of 6 in 1 Smart Alert function.
MiTAC Digital Technology Corp./Mio held a product launch event for MiVue
M820WD a motocycle dashcam in Japan to cultivate and explore new opportunities.
MiTAC Digital Technology Corp. presents the most comprehensive 360-degree AI video management solution (VisionMax) with support for up to seven cameras. This solution not only records and detects blind spots or rear views of large vehicles in real-time but also issues warnings to drivers through the MioEYE K Series cameras in anticipation of potential accidents.
10.MiTAC Digital Technology Corp. showcased a series of automotive electronics products including Smart Mobility / Smart Telematics and Smart Industries products at the 2023 Autotronics Taipei.

The Operating Prospects for 2024

The industry will face many challenges in 2024; generative AI, connected cars, and edge computing will still be part of the industrial trend driven by geopolitics and

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net zero carbon reduction. Considering geopolitical uncertainty, Russia's invasion of Ukraine continues and the raise of Israeli–Palestinian conflict, with the impact inflation and high interest rate decrease, steady global growth is expected. Asia foresees the largest growth in 2024, China’s recent economic measures stimulate growth for 2024.

The Group has two primary businesses: MiTAC Computing Technology Corp.’s cloud and edge computing and the 5G ORAN and AI business. With the ODM and TYAN brand DSG (Data Solutions Group) and datacenter verification capacities, we achieve our growth target through strategic alliance, close regional cooperation, higher customer satisfaction, and the development and certification of new products. As the global automotive market is recovering stably, with its automotive electronics, telematics services, and AIoT hardware/software integration services, MiTAC Digital Technology Corp. has worked with partners to gain a foothold in the connected car field, extending towards Edge AI with infinite possibilities. We provide products and services from hardware/software service transformation to Mobility as a Service (MaaS) to establish a solid foundation for sustainable growth.

MiTAC Holdings Corp. continues to set its short-, mid-, and long-term emission reduction goals, implementing photovoltaic panels in its factories to generate energy, increase investment in green finance and industry. Part of the tree planting plan, MiTAC Holdings Corp. worked with a professional tree protection team to plant 6,250 trees in high mountains (2,500 trees more than the planned 3,750) to mitigate global warming, preserve water resources, and maintain biodiversity. As the era of AI has begun, we held a series of information security activities and exercises, risk control exercises and enhance employee care to establish an ESG sustainable management culture in the daily routines of the company. MiTAC Holdings Corporation also continues to promote the digital transformation of the Group, provide smart integration services and operation strategy, and give back long-term support to shareholders with steady growth and profitability.

Best regards,

We wish you good health and great fortune.

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

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Attachment 2

MiTAC Holdings Corporation Audit Committee’s Review Report

2023 financial statements (January 1, 2023 to December 31, 2023) of MiTAC Holdings Corp. are prepared by the board of directors and audited by Liu, Chien-Yu and Li, Tien-Yi, CPAs, PricewaterhouseCoopers (PwC), Taiwan. These financial statements, along with 2023 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

2024 Annual Meeting of Shareholders, MiTAC Holdings Corporation

MiTAC Holdings Corporation

Chairman of the Audit Committee: LU, SHYUE-CHING

February 23, 2024

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Attachment 3

INDEPENDENT AUDITORS’ REPORT

PWCR23000526

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, 2023 and 2022, 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, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2023 and 2022, 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 that came into effect as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Financial Statements Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of 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.

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Emphasis of matter

We draw attention to Note 6(8) to the consolidated financial statements, which describes that during 2022, the Group’s ownership in the associates, Concentrix 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$9,027,054 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 2023 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 2023 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.

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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 - Parent company only financial reports

We have audited and expressed an unqualified opinion with emphasis of matter paragraph and an unqualified opinion with emphasis of matter paragraph and other matter paragraph on the parent company only financial statements of MiTAC Holdings Corporation as at and for the years ended December 31, 2022 and 2021, respectively.

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 that came into effect as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary

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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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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

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
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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 independent 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

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of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Liu, Chien-Yu

Li, Tien-Yi

For and on Behalf of PricewaterhouseCoopers, Taiwan February 23, 2024

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.

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MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Assets	Notes 6(1) 6(2) 6(3) 6(4) and 8 6(5) and 12(2) 6(5), 7 and 12(2) 6(6) and 7 6(7) 6(3) 6(4) and 8 6(8) 6(9) 6(10) and 7 6(12) 6(13) 6(31) 6(18) $	December 31, 2023 AMOUNT % $ 8,321,029 9 143,879 - 1,739,825 2 895,873 1 34,865 - 4,050,024 5 63 - 7,143,010 8 29,487 - 8,929,545 10 242,986 1 8,893 - 31,539,479 36 39,190,794 44 502,603 1 7,886,588 9 7,209,141 8 244,540 - 1,209,728 1 103,193 - 695,805 1 170,454 - 57,212,846 64 88,752,325 100 $	December 31, 2022
			AMOUNT % $ 7,801,360 9 154,069 - 1,093,658 1 280,400 - 40,992 - 7,728,310 9 4,198 - 158,303 - 42,587 - 9,244,866 11 399,342 - 17,631 - 26,965,716 30 40,920,994 48 69,901 - 7,499,596 10 7,768,091 10 286,786 - 1,230,077 1 113,827 - 649,722 1 75,615 - 58,614,609 70 85,580,325 100
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 1470 Other current assets Total current assets Non-current assets 1517 Financial assets at fair value through other comprehensive income - non-current 1535 Financial assets at amortised cost - non-current 1550 Investments accounted for using equity method 1600 Property, plant and equipment - net 1755 Right-of-use assets 1760 Investment property - net 1780 Intangible assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets

(Continued)

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MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2023 AND 2022

(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 Equity attributable to owners of parent 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(24) 7 6(16) and 7 6(19) 7 6(17) 6(17) 6(19) 6(31) 7 6(20) 6(21) 6(22) 6(23) 6(20) 9(1)(2) 11	December 31, 2023 AMOUNT % $ 861,073 1 849 - 212,800 - 5,913,013 7 72,804 - 9,402,684 11 1,274,510 1 131,087 - 29,040 - 445,629 1 18,343,489 21 581,665 1 154,491 - 7,846,225 8 103,154 - 295,470 - 8,981,005 9 27,324,494 30 12,065,568 14 22,789,603 26 3,887,851 4 19,271,079 22 3,310,848 4 - - 61,324,949 70 102,882 - 61,427,831 70 $ 88,752,325 100	December 31, 2022
			AMOUNT % $ 3,623,778 4 11,112 - 306,861 - 5,730,648 7 161,723 - 4,219,223 5 905,201 1 227,689 - 41,731 - 471,788 1 15,699,754 18 437,694 1 129,425 - 8,202,099 10 127,358 - 291,264 - 9,187,840 11 24,887,594 29 12,065,568 14 22,610,906 26 2,938,598 3 20,434,720 24 2,754,695 4 ( ) 162,874 - 60,641,613 71 51,118 - 60,692,731 71 $ 85,580,325 100

22 -

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2023 AND 2022

(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 6450 Expected credit loss (gain) Total operating expenses 6900 Operating profit/(loss) 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(24) and 7 6(7) and 7 6(29) (30) 7 and 12(2) 6(25) 6(26) and 7 6(27) 6(28) and 7 6(8) 6(31)	Year	ended December 31	ended December 31	% 100 ( ) 92 8 ( ) 2 ( ) 3 ( ) 5 ( ) 1 ( ) 11 ( ) 3 - 2 21 - 3 26 23 ( ) 4 19
		2023	% 100 ( ) 87 13 ( ) 3 ( ) 3 ( ) 7 1 ( ) 12 1 - 3 - - 3 6 7 ( ) 1 6	2022
		AMOUNT $ 35,536,013 ( ) 31,046,205 4,489,808 ( ) 1,014,385 ( ) 1,209,187 ( ) 2,502,831 304,300 ( ) 4,422,103 67,705 144,287 977,851 ( ) 259,648 ( ) 121,443 1,192,508 1,933,555 2,001,260 ( ) 213,815 $ 1,787,445		AMOUNT $ 47,832,957 ( ) 43,997,139 3,835,818 ( ) 1,005,767 ( ) 1,240,396 ( ) 2,504,501 ( ) 273,844 ( ) 5,024,508 ( ) 1,188,690 102,799 893,262 10,177,057 ( ) 107,715 1,461,403 12,526,806 11,338,116 ( ) 2,041,225 $ 9,296,891

(Continued)

23 -

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2023 AND 2022

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

Items Notes Other comprehensive income (loss) - net Components of other comprehensive income (loss) that will not be reclassified to profit or loss 8311 Gains on remeasurements of defined benefit plans 8316 Unrealised losses from investments in equity instruments measured at fair value through other comprehensive income 6(3)(23) 8320 Share of other comprehensive income (loss) of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 6(8)(23) 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 6(31) 8310 Components of other comprehensive income (loss) that will not be reclassified to profit or loss Components of other comprehensive income (loss) that will be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements 6(23) 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 6(8)(23) 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss 8300 Other comprehensive income for the year 8500 Total comprehensive income for the year Profit , attributable to: 8610 Owners of parent 8620 Non-controlling interests Comprehensive income attributable to: 8710 Owners of parent 8720 Non-controlling interests 9750 Basic earnings per share 6(32) 9850 Diluted earnings per share 6(32)	Year	ended December 31	`％` - ( ) 2 - - ( ) 2 6 - 6 4 23 19 - 23 - - 7.76 7.75
	2023	2022 `％` AMOUNT - $ 16,098 ( ) 5 ( ) 963,157 - 48,067 - ( ) 3,220 ( ) 5 ( ) 902,212 6 1,981,207 ( ) 1 38,674 5 2,019,881 - $ 1,117,669 6 $ 10,414,560 6 $ 9,294,214 - $ 2,677 6 $ 10,411,003 - $ 3,557 - 1.48 $ 1.46 $
	AMOUNT $ 4,031 ( ) 1,736,468 18,910 ( ) 806 ( ) 1,714,333 1,948,350 ( ) 62,004 1,886,346 $ 172,013 $ 1,959,458 $ 1,783,630 $ 3,815 $ 1,955,763 $ 3,695 $ $

24 -

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Notes			Equity attributable to	Equity attributable to	Equity attributable to	owners of the parent	owners of the parent	owners of the parent		Total $ 52,558,311	Total equity $ 52,606,365
	Share capital- common shares	Capital surplus, additional paid-in capital $ 22,590,282 - - - - - 58,881 ( ) 6,300 18,501 ( ) 50,927 - 469 - $ 22,610,906 $ 22,610,906 - - - - - ( ) 629 164,225 12,026 - 2,085 - 992 - ( ) 2 $ 22,789,603	Retained	earnings		Other equity interest Unrealised gains (losses) from financial assets Financial statements measured at fair value through translation differences of foreign operations other comprehensive income $( ) 2,268,405 $ 4,116,843 - - 2,019,189 ( ) 915,927 2,019,189 ( ) 915,927 - - - - - ( ) 19,366 - - - - - ( ) 717 - ( ) 176,922 - - - - $( ) 249,216 $ 3,003,911 $( ) 249,216 $ 3,003,911 - - 1,886,527 ( ) 1,717,394 1,886,527 ( ) 1,717,394 - - - - - ( ) 37,585 - - - - - ( ) 799 ( ) 1,644 - - 427,048 - - - - - - $ 1,635,667 $ 1,675,181			Treasury stocks $ (239,876)
			Legal reserve		Unappropriated retained earnings			Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income
6(23) 6(22) 6(21)(23) 6(20)(21) 6(21)(33) 6(23) 6(3) 6(21) 6(33) 6(23) 6(22) 6(21)(23) 6(20)(21) 6(21)(33) 6(23) 6(21)(22) 6(21) 6(33) 6(21)	$ 12,065,568		$ 1,744,713		$ 14,549,186		$( ) 2,268,405	$ 4,116,843
	- -		- -		9,294,214 13,527		- 2,019,189	- ( ) 915,927	- -	9,294,214 1,116,789	9,296,891 1,117,669
	-		-		9,307,741		2,019,189	( ) 915,927	-	10,411,003	10,414,560
	- - - - - - - - -		1,193,885 - - - - - - - -		( ) 1,193,885 ( ) 2,413,114 19,366 - - 717 164,709 - -		- - - - - - - - -	- - ( ) 19,366 - - ( ) 717 ( ) 176,922 - -	- - - 77,002 - - - - -	- (2,413,114) 58,881 70,702 18,501 ( ) 50,927 ( ) 12,213 469 -	- (2,413,114) 58,881 70,702 18,501 ( ) 50,927 ( ) 12,213 469 ( ) 493
	$ 12,065,568		$ 2,938,598		$ 20,434,720		$( ) 249,216	$ 3,003,911	$( ) 162,874	$ 60,641,613	$ 60,692,731
	$ 12,065,568		$ 2,938,598		$ 20,434,720		$( ) 249,216	$ 3,003,911	$( ) 162,874	$ 60,641,613	$ 60,692,731
	- -		- -		1,783,630 3,000		- 1,886,527	- ( ) 1,717,394	- -	1,783,630 172,133	1,787,445 172,013
	-		-		1,786,630		1,886,527	( ) 1,717,394	-	1,955,763	1,959,458
	- - - - - - - - - - -		949,253 - - - - - - - - - -		( ) 949,253 ( ) 1,568,524 37,585 ( ) 11,377 - 799 - ( ) 459,501 - - -		- - - - - - ( ) 1,644 - - - -	- - ( ) 37,585 - - ( ) 799 - 427,048 - - -	- - - 162,874 - - - - - - -	- ( ) 1,568,524 ( ) 629 315,722 12,026 - 441 ( ) 32,453 992 - ( ) 2	- ( ) 1,568,524 ( ) 629 315,722 12,026 - 54,141 ( ) 32,453 992 ( ) 5,631 ( ) 2
	$ 12,065,568		$ 3,887,851		$ 19,271,079		$ 1,635,667	$ 1,675,181	$ -	$ 61,324,949	$ 61,427,831

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation Amortization Provision of expected credit loss (Gain) loss 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 Loss (gain) on disposal of investments (Gain) loss on inventory market value decline Changes in operating assets and liabilities Changes in operating assets Decrease (increase) in notes receivable Decrease (increase) in accounts receivable Increase in other receivables Decrease in inventories Decrease in prepayments Decrease in other current assets Changes in operating liabilities Decrease in contract liabilities Increase (decrease) in accounts payable Increase in other payables (Decrease) increase in provisions for liabilities Decrease in other current liabilities Decrease in accrued pension liabilities Increase in other operating liabilities Cash inflow generated from operations Receipt of interest Cash dividend received Payment of interest Payment of income tax Net cash flows from operating activities	Notes 6(29) 6(13)(29) 12(2) 6(27) 6(28) 6(25) 6(26) 6(8) 6(27) 6(27) 6(7)	2023 2022 $ 2,001,260 $ 11,338,116 1,033,192 1,063,120 106,195 99,497 ( ) 304,300 273,844 ( ) 73 9,473 121,443 107,715 ( ) 144,287 ( ) 102,799 ( ) 738,126 ( ) 610,635 ( ) 1,192,508 ( ) 1,461,403 ( ) 4,623 ( ) 5,081 1,317 ( ) 10,093,261 ( ) 1,147 1,391,496 5,486 ( ) 38,924 3,998,385 ( ) 2,210,602 ( ) 7,068,522 ( ) 80,940 301,047 1,686,361 154,386 350,396 8,868 1,049 ( ) 91,494 ( ) 146,820 127,593 ( ) 1,476,641 5,290,216 466,695 ( ) 72,785 131,080 ( ) 16,357 ( ) 109,125 ( ) 3,060 ( ) 3,472 183 268 3,512,289 579,407 125,469 100,205 1,483,272 1,466,959 ( ) 134,338 ( ) 95,635 ( ) 278,372 ( ) 299,002 4,708,320 1,751,934

(Continued)

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MITAC HOLDINGS CORPORATION AND CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2023 AND 2022

(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 investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method prepayments for investments Proceeds from capital reduction of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Acquisition of intangible assets Acquisition of investment properties other non-current assets Net cash flows (used in) from investing activities CASH FLOWS FROM FINANCING ACTIVITIES (Decrease) increase in short-term loans Proceeds from long-term debt Repayments of long-term debt Increase 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 used in financing activities Effects of changes in exchange rates Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year	Notes 6(3) 7 6(9) 6(13) 6(12) 6(34) 6(34) 6(34) 6(34) 6(34) 6(33) 6(20) 6(21) 6(1) 6(1)	2023 2022 $( ) 210,689 $( ) 178,010 1,631,210 300,535 16,432 13,615 ( ) 1,069,529 378,590 - ( ) 188,295 - 1,911,442 ( ) 25,000 - 3,418 119,074 ( ) 472,764 ( ) 857,955 14,064 8,273 3,319 5 ( ) 95,574 ( ) 147,092 ( ) 1,793 ( ) 3,035 ( ) 71,628 - ( ) 278,534 1,357,147 ( ) 2,744,150 398,541 404,363 58,538 ( ) 263,991 ( ) 220,183 9,060 4,748 ( ) 44,781 ( ) 37,421 ( ) 1,562,129 ( ) 2,395,106 327,099 70,702 54,141 - 990 469 ( ) 3,819,398 ( ) 2,119,712 ( ) 90,719 160,543 519,669 1,149,912 7,801,360 6,651,448 $ 8,321,029 $ 7,801,360

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INDEPENDENT AUDITORS’ REPORT

PWCR23000530

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, 2023 and 2022, 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, 2023 and 2022, 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 Financial Statements Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of 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.

28 -

Emphasis of matter

We draw attention to Note 6(3) to the parent company only financial statements, which describes that during 2022, the MiTAC Holdings Corporation and its subsidiaries’ (the Group’s) ownership in the associates, Concentrix Corp., was decreased and the Group lost significant influence over it. As a result, the Company recognised gains on disposal of investments amounting to NT$9,027,054 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 2023 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, 2023, 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 78% 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 the 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.

29 -

How our audit addressed the matter

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

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

30 -

Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.

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

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

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

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

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

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,
31 -

misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the 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.

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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 independent 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

[Li, Tien-Yi ]

For and on Behalf of PricewaterhouseCoopers, Taiwan February 23, 2024

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.

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MiTAC HOLDINGS CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Assets	December 31, 2023 AMOUNT % `$` `2,524,436` `3` `1,551` `-` `464,461` `1` `-` `-` `1,188` `-` `2,991,636` `4` `15,089,737` `18` `65,607,904` `78` `-` `-` `106` `-` `25,000` `-` `80,722,747` `96` `$` `83,714,383` `100`	December 31, 2022	December 31, 2022
	AMOUNT `$` `2,524,436` `1,551` `464,461` `-` `1,188` `2,991,636` `15,089,737` `65,607,904` `-` `106` `25,000` `80,722,747` `$` `83,714,383`	AMOUNT `$` `1,302,899` `220` `1,265,691` `7,907` `1,131` `2,577,848` `15,841,931` `63,398,437` `796` `106` `-` `79,241,270` `$` `81,819,118`	%
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 - net 1920 Refundable deposits 1960 Non-current prepayments for investments 15XX Total non-current assets 1XXX Total assets			`2` `-` `1` `-` `-`
			`3`
			`19` `78` `-` `-` `-`
			`97`
			`100`

(Continued)

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MiTAC HOLDINGS CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity	December 31, 2023 December 31, 2022 AMOUNT % AMOUNT % `$` `20,523` `- $` `33,538` `-` `609,774` `1` `6,304,498` `8` `1,127,758` `1` `718,910` `1` `118` `-` `4` `-` `1,758,173` `2` `7,056,950` `9` `269,499` `1` `258,745` `-` `20,361,762` `24` `13,861,810` `17` `20,631,261` `25` `14,120,555` `17` `22,389,434` `27` `21,177,505` `26` `12,065,568` `14` `12,065,568` `15` `22,789,603` `27` `22,610,906` `28` `3,887,851` `5` `2,938,598` `3` `19,271,079` `23` `20,434,720` `25` `3,310,848` `4` `2,754,695` `3` `-` `- (` `162,874)` `-` `61,324,949` `73` `60,641,613` `74` `$` `83,714,383` `100 $` `81,819,118` `100`	December 31, 2022
	AMOUNT `$` `20,523` `609,774` `1,127,758` `118` `1,758,173` `269,499` `20,361,762` `20,631,261` `22,389,434` `12,065,568` `22,789,603` `3,887,851` `19,271,079` `3,310,848` `-` `61,324,949` `$` `83,714,383`	%
Current liabilities 2200 Other payables 2220 Other payables - related parties 2230 Current income tax liabilities 2300 Other current liabilities 21XX Total current liabilities Non-current liabilities 2570 Deferred income tax liabilities 2620 Long-term payable to related parties 25XX Total non-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		`-` `8` `1` `-`
		`9`
		`-` `17`
		`17`
		`26`
		`15` `28` `3` `25` `3` `-`
		`74`
		`100`

35 -

MiTAC HOLDINGS CORPORATION

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2023 AND 2022

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

Items	Year ended December 31	Year ended December 31
	2023	2022
		AMOUNT `$` `9,919,393` `43,795)` `9,875,598` `56,713` `-` `95,664` `19,706)` `132,671` `10,008,269` `714,055) (` `$` `9,294,214` `$` `820,291` `1,722,691) (` `902,400) (` `2,019,189` `2,019,189` `$` `1,116,789` `$` `10,411,003` `$`
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 (loss) that will not be reclassified to profit or loss 8316 Unrealised (loss) gains from investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive loss 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 loss that will not be reclassified to profit or loss Components of other comprehensive income (loss) that will be reclassified to profit or loss 8380 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 8360 Components of other comprehensive income 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
		`$`

36 -

MiTAC HOLDINGS CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

- 37 -	Year 2022 Balance at January 1, 2022 Profit for 2022 Other comprehensive income (loss) for 2022 Total comprehensive income Distribution of 2021 earnings Legal reserve Cash dividends Subsidiaries change of associates accounted for using equity method Disposal of company’s shares by subsidiaries recognised as treasury share transactions Subsidiaries received cash dividends paid by the parent company Proceeds from disposal of investments by subsidiaries accounted for using equity method Subsidiaries disposal of equity instruments measured at fair value through other comprehensive income Capital surplus - dividends unclaimed by the shareholders Balance at December 31, 2022 Year 2023 Balance at January 1, 2023 Profit for 2023 Other comprehensive income (loss) for 2023 Total comprehensive income Distribution of 2022 earnings Legal reserve Cash dividends Subsidiaries change of associates accounted for using equity method Disposal of company’s shares by subsidiaries recognised as treasury share transactions Subsidiaries received cash dividends paid by the parent company Proceeds from disposal of investments by subsidiaries accounted for using equity method Subsidiaries disposal of equity instruments measured at fair value through other comprehensive income Capital surplus - dividends unclaimed by the shareholders Proceeds from disposal of subsidiary's shares Reversal of capital surplus - dividends unclaimed by the subsidiary's shareholder Balance at December 31, 2023	Notes		Share capital - common stock	Capital surplus, additional paid-in capital	Capital surplus, additional paid-in capital		Retained	Earnings	Earnings		Other EquityInterest	Other EquityInterest	Other EquityInterest		Treasurystocks		Total equity
								Legal reserve		Unappropriated retained earnings		Financial statements translation differences of foreign operations		Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income
		6(8) 6(7)(9) 6(6)(7) 6(7) 6(7) 6(9) 6(7) 6(8) 6(7)(9) 6(6)(7) 6(7) 6(9) 6(9) 6(7) 6(7)(9) 6(7)		`$` `12,065,568` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `$` `12,065,568` `$` `12,065,568` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `$` `12,065,568`		`$` `22,590,282` `-` `-` `-` `-` `-` `58,881` `(` `6,300` `)` `18,501` `(` `50,927` `)` `-` `469` `$` `22,610,906` `$` `22,610,906` `-` `-` `-` `-` `-` `(` `629` `)` `164,225` `12,026` `-` `-` `992` `2,085` `(` `2` `)` `$` `22,789,603`		`$` `1,744,713` `-` `-` `-` `1,193,885` `-` `-` `-` `-` `-` `-` `-` `$` `2,938,598` `$` `2,938,598` `-` `-` `-` `949,253` `-` `-` `-` `-` `-` `-` `-` `-` `-` `$` `3,887,851`		`$` `14,549,186` `9,294,214` `13,527` `9,307,741` `(` `1,193,885 )` `(` `2,413,114 )` `19,366` `-` `-` `717` `164,709` `-` `$` `20,434,720` `$` `20,434,720` `1,783,630` `3,000` `1,786,630` `(` `949,253 )` `(` `1,568,524 )` `37,585` `(` `11,377 )` `-` `799` `(` `459,501 )` `-` `-` `-` `$` `19,271,079`		`(` `$` `2,268,405` `)` `-` `2,019,189` `2,019,189` `-` `-` `-` `-` `-` `-` `-` `-` `(` `$` `249,216` `)` `(` `$` `249,216` `)` `-` `1,886,527` `1,886,527` `-` `-` `-` `-` `-` `-` `-` `-` `(` `1,644` `)` `-` `$` `1,635,667`		`$` `4,116,843` `-` `(` `915,927` `)` `(` `915,927` `)` `-` `-` `(` `19,366` `)` `-` `-` `(` `717` `)` `(` `176,922` `)` `-` `$` `3,003,911` `$` `3,003,911` `-` `(` `1,717,394` `)` `(` `1,717,394` `)` `-` `-` `(` `37,585` `)` `-` `-` `(` `799` `)` `-` `427,048` `-` `-` `$` `1,675,181`		`(` `$` `239,876 )` `-` `-` `-` `-` `-` `-` `77,002` `-` `-` `-` `-` `(` `$` `162,874 )` `(` `$` `162,874 )` `-` `-` `-` `-` `-` `-` `162,874` `-` `-` `-` `-` `-` `-` `$` `-`		`$` `52,558,311` `9,294,214` `1,116,789` `10,411,003` `-` `(` `2,413,114` `)` `58,881` `70,702` `18,501` `(` `50,927` `)` `(` `12,213` `)` `469` `$` `60,641,613` `$` `60,641,613` `1,783,630` `172,133` `1,955,763` `-` `(` `1,568,524` `)` `(` `629` `)` `315,722` `12,026` `-` `(` `459,501` `)` `428,040` `441` `(` `2` `)` `$` `61,324,949`

MiTAC HOLDINGS CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2023 AND 2022

(Expressed in thousands of New Taiwan dollars)

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

Share of profit of associates accounted for using
equity method

Interest income

Dividend income

Interest expense

Changes in operating assets and liabilities
Changes in operating assets
Increase in prepayments
Decrease in other receivables - related parties
Changes in operating liabilities
(Decrease) increase in other payables
Decrease in other payables - related parties
Increase (decrease) in other current liabilities
Cash (outflow) inflow generated from operations
Receipt of interest income
Cash dividend received
Payment of interest expense
Payment of income tax
Net cash flows from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Loans lent to related parties

Loans repaid from related parties

Proceeds from disposal of investments accounted for
using equity method
Acquisition of financial assets at fair value through other
comprehensive income
Increase in prepayments for investment
Net cash flows from (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
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 (used in) from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year YearendedDecember 31
Notes
2023
2022
$
2,203,890 $
10,008,269
6(4)(11)
796
796
6(3)
(
2,026,997 ) (
9,863,427 )
6(10)
(
28,250 ) (
56,713 )
6(2)
(
184,823 ) (
55,966 )
6(5) and 7
-
19,706
(
57 ) (
125 )
-
68,293
(
13,015 )
9,099
- (
26,642 )
114 (
56 )
(
48,342 )
103,234
28,591
55,859
1,378,332
1,171,617
- (
20,619 )
(
157,290 ) (
69,610 )
1,201,291
1,240,481
7
(
3,547,727 ) (
15,992,705 )
7
4,547,727
18,606,882
54,141
-
(
210,689 ) (
14,438,890 )
(
25,000 )
-
818,452 (
11,824,713 )
6(15) and 7
1,730,472
24,096,530
6(15) and 7
(
961,146 ) (
9,822,809 )
6(8)
(
1,568,524 ) (
2,413,114 )
6(7)
992
469
(
798,206 )
11,861,076
1,221,537
1,276,844
6(1)
1,302,899
26,055
6(1)
$
2,524,436 $
1,302,899

38 -

Attachment 4

MiTAC Holdings Corporation

Comparison Table of Amendment to

Articles of Incorporation

Original Article	Amended Article	Reasons for amendment
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 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.	To facilitate the practical needs.
Article 3 The business scope of the Company is as follows: H201010 Investment	Article 3 The business scope of the Company is as follows: 1. H201010 Investment 2. F113070 Wholesale of Telecommunication Apparatus 3. F118010 Wholesale of Computer Software 4. F401010 International Trade 5. G801010 Warehousing 6. I103060 Management Consulting 7. I301010 Information Software Services 8. I301020 Data Processing Services 9. I301030 Electronic Information Supply Services 10. I501010 Product Designing 11. IG03010 Energy Technical Services 12. IH01010 Industrial Holding Company 13. J202010 Industry Innovation and Incubation Services 14. ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval	To facilitate the business development needs.
	11.
	12.
	13.
	14.

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 applyto the Company.	Article 4 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 facilitate the practical needs.

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Original Article	Amended Article	Reasons for amendment
Article 16 The Company has 7 to10 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 16 The Company has 7 to12Directors, 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.	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. The fifth amendment was made on May 31, 2022.	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. The fifth amendment was made on May 31, 2022. The sixth amendment was made on May 28, 2024.	Adding amendments frequency and dates.

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Attachment 5

MiTAC Holdings Corporation Comparison Table of Amendment to

the Rules of Procedure for Shareholders Meeting

Original Article	Amended Article	Reasons for amendment
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. Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice. (The followingis omitted.)	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. Unless otherwise provided in Regulations Governing the Administration of Shareholder Services of Public Companies , a company that will convene a shareholders' meeting with video conferencing shall expressly provide for such meetings in its Articles of Incorporation and obtain a resolution of its board of directors. Furthermore, convening of a virtual-only shareholders' meeting shall require a resolution adopted by a majority vote at a meeting of the board of directors attended by at least two-thirds of the total number of directors. Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice. (The followingis omitted.)	To comply with the Letter No. Taiwan-Stock-Gover nance-1120004167 of the Taiwan Stock Exchange Company on March 17, 2023.
Article 24 (Date of establishment and amendments) This rules was established on June 24, 2013. The 1stamendment was made on June 11, 2015. The 2ndamendment was made on May 28, 2020. The 3rdamendment was made on July 16, 2021. The 4thamendment was made on May 29, 2023.	Article 24 (Date of establishment and amendments) This rules was established on June 24, 2013. The 1stamendment was made on June 11, 2015. The 2ndamendment was made on May 28, 2020. The 3rdamendment was made on July 16, 2021. The 4thamendment was made on May 29, 2023. The 5th amendment was made on May 28, 2024.	Adding amendments frequency and dates.

41 -

Appendix 1 MiTAC Holdings Corporation 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:
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 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.
42 -

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.

A shareholders’ meeting can be held by means of a visual communication network (video conference) or other methods promulgated by the central competent authority.

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

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

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

43 -
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.

44 -
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

45 -

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 May30, 2019. The fifth amendment was made on May 31, 2022.
46 -

Appendix 2 MiTAC Holdings Corporation Rules of Procedure for Shareholders Meetings(Pre-amendment)

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.

Changes to how this Corporation convenes its shareholders meeting shall be resolved by the board of directors, and shall be made no later than mailing of the shareholders meeting notice. 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. If, however, this Corporation has the paid-in capital of NT$10 billion or more as of the last day of the most current fiscal year, or total hareholding of foreign shareholders and PRC shareholders reaches 30% or more as recorded in the register of shareholders of the shareholders meeting held in the immediately preceding year, transmission of these electronic files shall be made by 30 days before the regular 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.

This Corporate shall make the meeting agenda and supplemental meeting materials in the preceding paragraph available to shareholders for review in the following manner on the date of the shareholders meeting:

For physical shareholders meetings, to be distributed on-site at the meeting.
For hybrid shareholders meetings, to be distributed on-site at the meeting and shared on the virtual meeting platform.
For virtual-only shareholders meetings, electronic files shall be shared on the virtual meeting platform.

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

47 -

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. A shareholder may propose a recommendation for urging the corporation to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, 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.

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If, after a proxy form is delivered to this Corporation, a shareholder wishes to attend the shareholders meeting online, a written notice of proxy cancellation shall be submitted to this Corporation 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.

The restrictions on the place of the meeting shall not apply when this Corporation convenes a virtual-only shareholders meeting.

Article 6

(Preparation of documents such as the attendance book)

This Corporation shall specify in its shareholders meeting notices the time during which attendance registrations for shareholders, solicitors and proxies (collectively "shareholders") 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. For virtual shareholders meetings, shareholders may begin to register on the virtual meeting platform 30 minutes before the meeting starts. Shareholders completing registration will be deemed as attend the shareholders meeting in person.

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.

In the event of a virtual shareholders meeting, shareholders wishing to attend the meeting online shall register with this Corporation two days before the meeting date.

In the event of a virtual shareholders meeting, this Corporation shall upload the meeting agenda book, annual report and other meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

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Article 6-1

(Convening virtual shareholders meetings and particulars to be included in shareholders meeting notice)

To convene a virtual shareholders meeting, this Corporation shall include the follow particulars in the shareholders meeting notice:

How shareholders attend the virtual meeting and exercise their rights.
Actions to be taken if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events, at least covering the following particulars:
A. To what time the meeting is postponed or from what time the meeting will resume if the above obstruction continues and cannot be removed, and the date to which the meeting is postponed or on which the meeting will resume.
B. Shareholders not having registered to attend the affected virtual shareholders meeting shall not attend the postponed or resumed session.
C. In case of a hybrid shareholders meeting, when the virtual meeting cannot be continued, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue. The shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, and the shareholders attending the virtual meeting online shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.
D. Actions to be taken if the outcome of all proposals have been announced and extraordinary motion has not been carried out.
To convene a virtual-only shareholders meeting, appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online shall be specified.

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.

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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.

Where a shareholders meeting is held online, this Corporation shall keep records of shareholder registration, sign-in, check-in, questions raised, votes cast and results of votes counted by this Corporation, and continuously audio and video record, without interruption, the proceedings of the virtual meeting from beginning to end.

The information and audio and video recording in the preceding paragraph shall be properly kept by this Corporation during the entirety of its existence, and copies of the audio and video recording shall be provided to and kept by the party appointed to handle matters of the virtual meeting.

In case of a virtual shareholders meeting, this Corporation is advised to audio and video record the back-end operation interface of the virtual meeting platform.

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, and the shares checked in on the virtual meeting platform, 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. In the event of a virtual shareholders meeting, this Corporation shall also declare the meeting adjourned at the virtual meeting platform.

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. In the event of a virtual shareholders meeting, shareholders intending to attend the meeting online shall re-register to this Corporation in accordance with Article 6.

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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.

Where a virtual shareholders meeting is convened, shareholders attending the virtual meeting online may raise questions in writing at the virtual meeting platform from the chair declaring the meeting open until the chair declaring the meeting adjourned. No more than two questions for the same proposal may be raised. Each question shall contain no more than 200 words. The regulations in paragraphs 1 to 5 do not apply.

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As long as questions so raised in accordance with the preceding paragraph are not in violation of the regulations or beyond the scope of a proposal, it is advisable the questions be disclosed to the public at the virtual meeting platform.

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 or online, 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

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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.

When this Corporation convenes a virtual shareholders meeting, after the chair declares the meeting open, shareholders attending the meeting online shall cast votes on proposals and elections on the virtual meeting platform before the chair announces the voting session ends or will be deemed abstained from voting.

In the event of a virtual shareholders meeting, votes shall be counted at once after the chair announces the voting session ends, and results of votes and elections shall be announced immediately.

When this Corporation convenes a hybrid shareholders meeting, if shareholders who have registered to attend the meeting online in accordance with Article 6 decide to attend the physical shareholders meeting in person, they shall revoke their registration two days before the shareholders meeting in the same manner as they registered. If their registration is not revoked within the time limit, they may only attend the shareholders meeting online.

When shareholders exercise voting rights by correspondence or electronic means, unless they have withdrawn the declaration of intent and attended the shareholders meeting online, except for extraordinary motions, they will not exercise voting rights on the original proposals or make any amendments to the original proposals or exercise voting rights on amendments to the original proposal.

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.

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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.

Where a virtual shareholders meeting is convened, in addition to the particulars to be included in the meeting minutes as described in the preceding paragraph, the start time and end time of the shareholders meeting, how the meeting is convened, the chair's and secretary's name, and actions to be taken in the event of disruption to the virtual meeting platform or participation in the meeting online due to natural disasters, accidents or other force majeure events, and how issues are dealt with shall also be included in the minutes.

When convening a virtual-only shareholder meeting, other than compliance with the requirements in the preceding paragraph, this Corporation shall specify in the meeting minutes alternative measures available to shareholders with difficulties in attending a virtual-only shareholders meeting online.

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 the number of shares represented by proxies and the number of shares represented by shareholders attending the meeting by correspondence or electronic means, and shall make an express disclosure of the same at the place of the shareholders meeting. In the event a virtual shareholders meeting, this Corporation hall upload the above meeting materials to the virtual meeting platform at least 30 minutes before the meeting starts, and keep this information disclosed until the end of the meeting.

During this Corporation's virtual shareholders meeting, when the meeting is called to order, the total number of shares represented at the meeting shall be disclosed on the virtual meeting platform. The same shall apply whenever the total number of shares represented at the meeting and a new tally of votes is released during the meeting.

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

Article 17

(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."

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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

(Disclosure of information at virtual meetings)

In the event of a virtual shareholders meeting, this Corporation shall disclose real-time results of votes and election immediately after the end of the voting session on the virtual meeting platform according to the regulations, and this disclosure shall continue at least 15 minutes after the chair has announced the meeting adjourned.

Article 20

(Location of the chair and secretary of virtual-only shareholders meeting)

When this Corporation convenes a virtual-only shareholders meeting, both the chair and secretary shall be in the same location, and the chair shall declare the address of their location when the meeting is called to order.

Article 21

(Handling of disconnection)

In the event of a virtual shareholders meeting, this Corporation may offer a simple connection test to shareholders prior to the meeting, and provide relevant real-time services before and during the meeting to help resolve communication technical issues.

In the event of a virtual shareholders meeting, when declaring the meeting open, the chair shall also declare, unless under a circumstance where a meeting is not required to be postponed to or resumed at another time under Article 44-20, paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, if the virtual meeting platform or participation in the virtual meeting is obstructed due to natural disasters, accidents or other force majeure events before the chair has announced the meeting adjourned, and the obstruction continues for more than 30 minutes, the meeting shall be postponed to or resumed on another date within five days, in which case Article 182 of the Company Act shall not apply.

For a meeting to be postponed or resumed as described in the preceding paragraph, shareholders who have not registered to participate in the affected shareholders meeting online shall not attend the postponed or resumed session.

For a meeting to be postponed or resumed under the second paragraph, the number of shares represented by, and voting rights and election rights exercised by the shareholders who have

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registered to participate in the affected shareholders meeting and have successfully signed in the meeting, but do not attend the postpone or resumed session, at the affected shareholders meeting, shall be counted towards the total number of shares, number of voting rights and number of election rights represented at the postponed or resumed session.

During a postponed or resumed session of a shareholders meeting held under the second paragraph, no further discussion or resolution is required for proposals for which votes have been cast and counted and results have been announced, or list of elected directors and supervisors.

When this Corporation convenes a hybrid shareholders meeting, and the virtual meeting cannot continue as described in second paragraph, if the total number of shares represented at the meeting, after deducting those represented by shareholders attending the virtual shareholders meeting online, still meets the minimum legal requirement for a shareholder meeting, then the shareholders meeting shall continue, and not postponement or resumption thereof under the second paragraph is required.

Under the circumstances where a meeting should continue as in the preceding paragraph, the shares represented by shareholders attending the virtual meeting online shall be counted towards the total number of shares represented by shareholders present at the meeting, provided these shareholders shall be deemed abstaining from voting on all proposals on meeting agenda of that shareholders meeting.

When postponing or resuming a meeting according to the second paragraph, this Corporation shall handle the preparatory work based on the date of the original shareholders meeting in accordance with the requirements listed under Article 44-20, paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies.

For dates or period set forth under Article 12, second half, and Article 13, paragraph 3 of Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies, and Article 44-5, paragraph 2, Article 44-15, and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, this Corporations hall handle the matter based on the date of the shareholders meeting that is postponed or resumed under the second paragraph.

Article 22

(Handling of digital divide)

When convening a virtual-only shareholders meeting, this Corporation shall provide appropriate alternative measures available to shareholders with difficulties in attending a virtual shareholders meeting online.

Article 23

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 24

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. The 4[th] amendment was made on May 29, 2023.

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Appendix 3 MiTAC Holdings Corporation Shareholdings of All Directors

			Record Date`：`March 30,2024	Record Date`：`March 30,2024	Record Date`：`March 30,2024	Record Date`：`March 30,2024
			Current Shareholding
Position	Name				Shareholding	Note
			Type	Shares
					ratio(%)

Chairman	Miau, Matthew Feng Chiang	Rep. of MiTAC Inc.	Common Shares	101,431,091	8.41%
Director	Hsu,Tzu-Hwa
	Su,Liang
Director	Way,Yung-Do	Rep. of UPC TechnologyCorp.		99,802,598	8.27%
	Chang,Kwang-Cheng
Director	Ho,Jhi-Wu			2,018,953	0.17%
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	Hao, Ting			0	0.00%
Total				203,252,642	16.85%

Total issued shares: 1,206,556,789 shares on March 30, 2024

Note: The minimum required shareholding of all directors by law: 32,000,000 shares The shareholding of all directors on March 30, 2024: 203,252,642shares

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AI assistant

MHC — AGM Information 2024

52372_rns_2024-06-05_7a6a5cae-a53b-42cc-a1ae-c225a3837101.pdf

2024 Annual Meeting of Shareholders Handbook

May 28, 2024

Table of Contents

MiTAC Holdings Corporation

2024 Annual Meeting of Shareholders

Agenda

Meeting type: Hybrid shareholders’ meeting

Matters to Report

No. 1

No. 2

No. 3

No. 4

Matters for Adoption

Profit Distribution Table Year 2023

Matters for Discussion

No. 1 (Proposed by the Board of Directors)

(b) Abandonment of the capital increase in cash subscription:

Questions and Motions

Adjournment

Attachment 1

MiTAC Holdings Corporation

2023 Business Report

The Operating Performance for 2023

Honors and Innovations

R&D Results

The Operating Prospects for 2024

Attachment 2

MiTAC Holdings Corporation Audit Committee’s Review Report

Submit to

Attachment 3

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

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

Liu, Chien-Yu

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2023 AND 2022

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2023 AND 2022

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2023 AND 2022

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2023 AND 2022

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED DECEMBER 31, 2023 AND 2022

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2023 AND 2022

MITAC HOLDINGS CORPORATION AND CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2023 AND 2022

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

Responsibilities of management and those charged with governance for the parent company only financial statements

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

Liu, Chien-Yu

MiTAC HOLDINGS CORPORATION

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2023 AND 2022

MHC AGM Information 2024