MHC - Annual Report 2020 | FinancialReports.eu

Stock Code: 3706

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MiTAC Holdings Corporation 2021 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 27, 2021

Page No. Meeting Agenda …..………………………………………………………………………...…………….1 Matters to Report…………………………………………………………………………………….……2 Matters for Adoption……………………………………………………………………………………....3 Matters for Discussion…..……………………………………………………………..………………… 5 Questions and Motions…………………………………………………………………...……………….6 Attachments Attachment 1: 2020 Business Report……………………………………………………………………..7 Attachment 2: Audit Committee’s Review Report……………………………..………………………..10 Attachment 3: 2020 Financial Statements………………………………………………………………..11 Attachment 4: Comparison Table for Amendment to the Rules of Procedure for Shareholders Meeting…………………………………………………………………………..…….....36 Attachment 5: Comparison Table of Amendment to the Procedures for Director Elections…………………………………………………………………………..….......39

Appendix

Appendix 1: Articles of Incorporation…………………………………….……......……………………45 Appendix 2: Rules of Procedure for Shareholders Meeting (pre-amendment) ...……………………….50 Appendix 3: Shareholdings of all directors…………………………………….……......………………57

MiTAC Holdings Corporation

2021 Annual Meeting of Shareholders

Agenda

Date/Time: May 27, 2021, (Thursday) 09:00 a.m.

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

Call the Meeting to Order
Chairman Remarks
Matters to Report

No. 1: 2020 Business Report

No. 2: Audit Committee’s Review Report
No. 3: Status reports of 2020 employees and directors compensation distribution No. 4: Distribution of cash dividends from 2020 Profits
Matters for Adoption

No. 1: Adoption of the 2020 Business Report and Financial Statements

No. 2: Adoption of the Proposal for Distribution of 2020 Profits

Matters for Discussion
No. 1: Proposal for Amendment to the “Rules of Procedure for Shareholders Meeting” and “Procedures for Director Elections”
No. 2: Release of Directors from Non-competition Restrictions
Questions and Motions
Adjournment

Matters to Report

No. 1

Proposal: 2020 Business Report.

Explanation: Please refer to Attachment 1.

No. 2

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

Explanation: Please refer to Attachment 2.

No. 3

Proposal: Status reports of 2020 employees and directors compensation distribution.

Explanation: 1.According to Article 25 of the Articles of Incorporation, when the Company has a profit for any fiscal year, the Company shall allocate at least 0.1% of the profit as bonus to be issued to its employees and not in excess of 1% of the profit as compensation to directors of the Company.
2.The board resolved that the amounts of the compensation distribution, in cash form, to the employees and directors are NTD 2,937,205 and NTD 5,000,000, respectively.

No. 4

Proposal: Distribution of cash dividends from 2020 Profits.

Explanation: 1. 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.
The Board has approved the appropriation of cash dividends of NTD 1,206,556,789 at NTD 1 per share. The cash distribution date is on April 29, 2021.

Matters for Adoption

No. 1 (Proposed by the Board of Directors) Proposal: Adoption of the 2020 Business Report and Financial Statements. Explanation:

a. 2020 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 2020 Profits. Explanation:

a. 2020 earnings after taxed is NTD 2,918,704,236. The Profit Distribution Table is listed as follows.

Profit Distribution Table

Year 2020

Unit: NTD

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Item Amount
Beginning retained earnings 1,176,970,892
(a) Add: Profit for the year 2,918,704,236
Add: Other comprehensive income (Less)-actuarial
income on defined benefit plans 221,394
Less: Proceeds from disposal of equity instruments
measured at fair value through other
comprehensive income (3,396,876)
Less: Proceeds from disposal of equity instruments by
subsidiaries measured at fair value through other
comprehensive income (7,985,003)
Add: Proceeds from disposal of investments by
subsidiaries accounted for using equity method 12,103
Add: Subsidiaries change of associates accounted for
using equity method 25,693,740
Total earnings after-tax for the current period and other
items adjusted to the undistributed earnings 2,933,249,594
(b) Less: Legal reserve (293,324,959)
Distributable net profit 3,816,895,527
(c) Distribution items：
Cash Dividends to Shareholders ($1.00 per share) (1,206,556,789)
(Remark)
Unappropriated retained earnings 2,610,338,738
Remark: Pursuant to Article 240, Section 5 of the Company Act and Article 25, Section 3 of the
Company’s Articles of Incorporation, the distribution of cash dividends is determined by
the Board of Directors and such matter is listed in the Motion 4 of the Shareholders’
Meeting.
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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, 2021.

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 Amendment to the “Rules of Procedure for Shareholders Meeting” and “Procedures for Director Elections”. Explanation:

a. According to the regulation No. Taiwan-Stock-Governance-1100001446 issued by the Taiwan Stock Exchange Company on January 28, 2021, the regulation No. Taiwan-Stock-Governance-1090009468 issued by the Taiwan Stock Exchange Company on June 3, 2020 and the practical needs, it is proposed to amend the “Rules of Procedure for Shareholders Meeting” and “Procedures for Director Elections”. Comparison tables of amended articles and current articles of the above are provided in Attachments 4 ~ 5.
b.Approval is respectively requested.

Resolution:

No. 2 (Proposed by the Board of Directors) Proposal: Release of directors from Non-competition Restrictions. Explanation:

a.According to Article 209 of the Company Act, a director of the board for himself/herself or on behalf of others conducting business activities within the scope of the business operation of the Company should explain the essential content of his/her business activities to the shareholders’ meeting and obtain its permission for conducting such activities.
b.Because some directors of the Company, representatives of juristic-person directors or juristic-person shareholders whose representatives are elected as directors may conduct business activities for themselves or others, for the needs of the above fact, it is proposed to release the directors from non-competition restrictions.
c.Non-competition activities of the directors to be released are as follows:

Name of Directors	Name and Position of the companies
Su,Liang	Independent director of Unitech Electronics Co.,LTD.

d.Approval is respectively requested. Resolution:

Questions and Motions

Adjournment

Attachment 1

MiTAC Holdings Corporation

2020 Business Report

Due to the outbreak of COVID-19, 2020 was an extremely challenging year. The pandemic containment, lockdown, labor shortage, disrupted transportation, interruption of supply chains, and many other unprecedented problems thronged. Fortunately, MiTAC developed a flexible working model and culture as no mission to be missed through the multi-year training; with the efforts of implementing digital transformation, all employees of the Group were able to collaborate to respond to the ever-changing trends, overcame non-stopping challenges, and deliver on time to meet client demands. The 2020 operation result and 2021 outlook are presented as the following:

2020 operation result

In 2020, MiTAC Holdings generated consolidated revenues totaling NT$41.146 billion (15% YoY growth) and after-tax income attributed to the parent was NT$2.919 billion (4% YoY growth), which resulted in after-tax earnings per share of NT$2.45.

The rapid stagnation of the global economic growth resulting from the impacts of the pandemic shocked the automotive electronics and consumer electronics industries. Although the revenue of MiTAC Digital Technology declined, the automotive products still made profit. This is an uneasy achievement. On the other hand, many “new norms” appeared in the daily working model due to the outbreak of pandemic. Remote working has become the norm in the western countries, and enterprises accelerate the integration of applications and IT structure to clouds; online commercial activities and streaming services have bloomed. Various online education, shopping, services, meetings and other activities, along with subscription services have driven the online consumer expenses higher and higher. Thus, the data center business of MiTAC Computing Technology was able to defeat the trend and grew.

Honors and innovations

The Company improved to be ranked in the 6%-20% range among public companies for its result of the Corporate Governance Evaluation, and was selected a constituent of the “TWSE Corporate Governance 100 Index.”
MiTAC was certified with ISO 27001 Information Security Management System, with significant upgrade of its information security safeguard.
MiTAC was awarded with ISO 14001 Plus Award-EMC Environmental Performance Benchmark.

The professional value and execution outcomes of MiTAC Computing Technology were recognized by an award from a multinational corporation.
MiTAC Digital’s bicycle navigator, “Mio Cyclo™ Discover” brings better riding experience with unique innovations, and thus won the 2021 Taiwan Excellence Award.

Outcomes of R&D

MiTAC Computing Technology launched the first 24G SAS JBOD and PCIe Gen4 JBOF storage system in the world, and recognized by customers.
MiTAC Computing Technology’s TYAN launched the cloud and storage system servers support 2nd generation AMD EPYC processor for the modern data centers.
MiTAC Computing Technology’s TYAN launched the new high-performance and AI server platform, supporting the 2nd generation Intel® Xeon® scalable processors.
MiTAC Computing Technology launched the edge computing solution to the 5G intelligent scenarios.
MiTAC Computing Technology has continued to engage and contribute to the industrial association, such as Open Compute Project (OCP) and Open Radio Access Network (O-RAN)
MiTAC Digital Technology’s Mio launched the first 2/3” large image sensor of starlight night vision grade, and the GPS WiFi dashcam with range speed alert measuring feature.
MiTAC Digital Technology’s quality dashcams were validated by car maker clients, and expanded to the original automotive accessory market in the U.S.
MiTAC Digital Technology launched 5” Android ® 9.0 system, and certified by GMS as a rugged handheld mobile device.
The 10” rugged industrial tablets launched by MiTAC Digital Technology were certified by Google Android Enterprise Recommended.

2021 operation outlook

After the bumpy 2020, the vaccination roll out around the world has brought hopes of the global economic recovery. However, the outlook is yet uncertain, questions like whether the broad vaccination could mitigate and contain the COVID-19 pandemic; whether the relief packages around the world really boost the economies, and the confrontation between the U.S. and China, among other geopolitical tensions, will continuously drive the evolutions in the global markets. We never cease adjustment, and learn from history, internal lessons, clients’ feedbacks, or external experience. We stimulate various scenario and responding strategies, to seek to analyze and research

the valuable internal digital information and data, combining with variables, to make our commercial plans respond to changes rapidly.

Looking forward, the boom of internet services and 5G introduction just began this year. The cloud and edge computing business of MiTAC Computing Technology have growth momentums. Other than the FANNG, we will see more opportunities in decentralization applications and rapid growth in regions. The automotive electronics and AIoT services of MiTAC Digital Technology have satisfactory progress, expanding the sales industry and geographic coverage, while seeking to strengthen the growth momentum again. We will keep advancing the digital transformation, by actively applying data to enhancing the Company’s value. On the path of transformation, we will implement RPA, AI, and digital transformation projects, to restructure the organization and culture. We will stay true to the highly flexible, accountable, and responsible manner, and stand firm, to embrace the more challenging future. MiTAC is grateful for all the support and encouragement of our shareholders. The management and employees will keep on making all possible efforts, to create higher growth and value.

Best regards,

Chairman: Miau, Matthew Feng Chiang

President: Ho, Jhi-Wu

Chief Accountant: Huang, Hsiu-Ling

Attachment 2

MiTAC Holdings Corporation

Audit Committee’s Review Report

2020 financial statements (January 1, 2020 to December 31, 2020) of MiTAC Holdings Corp. are prepared by the board of directors and audited by Lin, Yu-Kuan and Cheng Ya-Huei, CPAs, PricewaterhouseCoopers (PwC), Taiwan. These financial statements, along with 2020 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

2021 Annual Meeting of Shareholders, MiTAC Holdings Corporation

MiTAC Holdings Corporation

Chairman of the Audit Committee: LU, SHYUE-CHING

March 8, 2021

Attachment 3

INDEPENDENT AUDITORS’ REPORT

PWCR20000462

To the Board of Directors and Shareholders of MiTAC Holdings Corporation

Opinion

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

In our opinion, based on our audits and the audit reports of other independent auditors, as described in the Other matter section of our report, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the MiTAC Group as at December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

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

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

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Group’s 2020 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 MiTAC Group’s 2020 consolidated financial statements are stated as follows:

Sales revenue recognition

Description

For accounting policies on sales revenue recognition, please refer to Note 4(32). Considering that the sales revenue are material to its financial statements, the types of MiTAC Group products and sales terms are various, the timing of revenue recognition can only be determined when the controls of ownership for products are transferred to the customers based on contract terms of each different customer. Thus, we identified the sales revenue recognition as a key audit matter.

How our audit addressed the matter

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

Valuation of inventory

Description

valuation losses or having obsolete inventory. Inventories of investees were measured at the lower of cost and net realisable value. Considering that these inventories were significant, items were voluminous and the valuation is associated with subjective judgement, we identified valuation of inventory of the subsidiaries as a key audit matter.

How our audit addressed the matter

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

Other matter- reference to audits of other auditors

We did not audit a certain indirectly held investment accounted for using equity method that was included in the consolidated financial statements, whose financial statements were prepared under a different financial reporting framework. We have performed necessary audit procedures on the conversion of those financial statements into financial information in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission. Those financial statements prior to conversion were audited by other independent auditors whose reports thereon have been furnished to us, and our opinion expressed herein is based solely on the audit report of the other independent auditors. Share of profit of associates and joint ventures accounted for using equity method amounted to NT$1,604,767 thousand and NT$1,585,642 thousand for the years ended December 31, 2020 and 2019, respectively. Investments accounted for using equity method amounted to NT$12,693,073 thousand and NT$11,569,372 thousand as at December 31, 2020 and 2019, respectively.

Other matter - Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial statements of MiTAC Holdings Corporation as at and for the years ended December 31, 2020 and 2019.

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

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

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

Those charged with governance, including the audit committee, are responsible for overseeing the MiTAC 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 not a guarantee that an audit conducted in accordance with the generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

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

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

We also provide those charged with governance with a statement that we have complied with relevant

ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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

Lin, Yu-Kuan Cheng, Ya-Huei

For and on behalf of PricewaterhouseCoopers, Taiwan March 8, 2021

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

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Assets	December31,2020 AMOUNT % `$` `5,805,297` `10` `6,107` `-` `1,232,843` `2` `-` `-` `31,689` `-` `4,982,050` `9` `215,960` `-` `60,168` `-` `2,136` `-` `9,123,004` `16` `406,538` `1` `90,133` `-` `25,584` `-` `21,981,509` `38` `6,065,749` `11` `19,071,689` `33` `7,753,087` `14` `359,874` `1` `1,229,431` `2` `75,904` `-` `504,324` `1` `130,168` `-` `35,190,226` `62` `$` `57,171,735 100`	December31,2019	December31,2019
	AMOUNT `$` `5,805,297` `6,107` `1,232,843` `-` `31,689` `4,982,050` `215,960` `60,168` `2,136` `9,123,004` `406,538` `90,133` `25,584` `21,981,509` `6,065,749` `19,071,689` `7,753,087` `359,874` `1,229,431` `75,904` `504,324` `130,168` `35,190,226` `$` `57,171,735`	AMOUNT `$` `6,664,566` `99,948` `892,050` `490,770` `92,751` `6,183,075` `289,650` `131,562` `26,588` `7,761,668` `484,459` `33,531` `38,709` `23,189,327` `4,675,838` `17,455,704` `7,810,995` `381,487` `1,242,821` `89,448` `481,086` `83,676` `32,221,055` `$` `55,410,382`	%
Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1120 Financial assets at fair value through other comprehensive income - current 1136 Financial assets at amortised cost - current 1150 Notes receivable - net 1170 Accounts receivable - net 1180 Accounts receivable - related parties - net 1200 Other receivables 1220 Current income tax assets 130X Inventories 1410 Prepayments 1460 Non-current assets held for sale - net 1470 Other current assets 11XX Total current assets Non-current assets 1517 Financial assets at fair value through other comprehensive income - non- current 1550 Investments accounted for using equity method 1600 Property, plant and equipment - net 1755 Right-of-use assets 1760 Investment property - net 1780 Intangible assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets			`12` `-` `2` `1` `-` `11` `1` `-` `-` `14` `1` `-` `-`
			`42`
			`8` `32` `14` `1` `2` `-` `1` `-`
			`58`
			`100`

(Continued)

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December31,2020
December31,2019
Notes
AMOUNT
%
AMOUNT

%
6(15)
$
1,443,851
3 $
3,803,871
7
6(16)
11,691
-
8,637
-
6(25)
127,866
-
274,968
1
6,662,560
12
5,783,558
11
7
20,222
-
62,992
-
7
3,366,781
6
3,362,875
6
440,247
1
397,042
1
6(20)
132,169
-
142,592
-
7
36,760
-
41,204
-
6(17)
279,550
-
225,092
-
12,521,697
22
14,102,831
26
6(17)
863,366
2
791,561
1
6(20)
123,905
-
109,714
-
6(32)
378,872
1
382,573
1
7
194,448
-
148,024
-
6(8)(18)
327,952
1
320,933
1
1,888,543
4
1,752,805
3
14,410,240
26
15,855,636
29
6(21)
12,065,568
21
10,772,829
19
6(22)
23,582,411
41
23,400,002
43
6(23)
1,451,388
3
1,167,412
2
-
-
12,265
-
4,110,220
7
3,818,704
7
6(24)
1,743,283
3
671,699
1
6(21)
(
239,876) (
1) (
353,087) (
1 )
42,712,994
74
39,489,824
71
48,501
-
64,922
-
42,761,495
74
39,554,746
71
9(1)(2)
11
$
57,171,735 100 $
55,410,382 100

Current liabilities
2100
Short-term borrowings

2120
Financial liabilities at fair value
through profit or loss - current

2130
Contract liabilities - current

2170
Accounts payable
2180
Accounts payable - related parties

2200
Other payables

2230
Current income tax liabilities
2250
Provisions - current

2280
Lease liabilities - current

2300
Other current liabilities

21XX
Total current Liabilities
Non-current liabilities
2540
Long-term borrowings

2550
Provisions - non-current

2570
Deferred income tax liabilities

2580
Lease liabilities - non-current

2600
Other non-current liabilities

25XX
Total non-current liabilities
2XXX
Total liabilities
Share capital

3110
Common shares
Capital surplus

3200
Capital surplus
Retained earnings

3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest

3400
Other equity interest
3500
Treasury stocks

31XX
Equity attributable to owners of
the parent
36XX
Non-controlling interests
3XXX
Total equity
Significant Contingent Liabilities
And Unrecognised Contract
Commitments

Significant Events After the Balance
Sheet Date

3X2X
Total liabilities and equity

Liabilities and Equity	December31,2020 December31,2019 Notes AMOUNT % AMOUNT % 6(15) `$` `1,443,851` `3 $` `3,803,871` `7` 6(16) `11,691` `-` `8,637` `-` 6(25) `127,866` `-` `274,968` `1` `6,662,560` `12` `5,783,558` `11` 7 `20,222` `-` `62,992` `-` 7 `3,366,781` `6` `3,362,875` `6` `440,247` `1` `397,042` `1` 6(20) `132,169` `-` `142,592` `-` 7 `36,760` `-` `41,204` `-` 6(17) `279,550` `-` `225,092` `-` `12,521,697` `22` `14,102,831` `26` 6(17) `863,366` `2` `791,561` `1` 6(20) `123,905` `-` `109,714` `-` 6(32) `378,872` `1` `382,573` `1` 7 `194,448` `-` `148,024` `-` 6(8)(18) `327,952` `1` `320,933` `1` `1,888,543` `4` `1,752,805` `3` `14,410,240` `26` `15,855,636` `29` 6(21) `12,065,568` `21` `10,772,829` `19` 6(22) `23,582,411` `41` `23,400,002` `43` 6(23) `1,451,388` `3` `1,167,412` `2` `-` `-` `12,265` `-` `4,110,220` `7` `3,818,704` `7` 6(24) `1,743,283` `3` `671,699` `1` 6(21) `(` `239,876) (` `1) (` `353,087) (` `1 )` `42,712,994` `74` `39,489,824` `71` `48,501` `-` `64,922` `-` `42,761,495` `74` `39,554,746` `71` 9(1)(2) 11 `$` `57,171,735 100 $` `55,410,382 100`
Current liabilities 2100 Short-term borrowings 2120 Financial liabilities at fair value through profit or loss - current 2130 Contract liabilities - current 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2230 Current income tax liabilities 2250 Provisions - current 2280 Lease liabilities - current 2300 Other current liabilities 21XX Total current Liabilities Non-current liabilities 2540 Long-term borrowings 2550 Provisions - non-current 2570 Deferred income tax liabilities 2580 Lease liabilities - non-current 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Share capital 3110 Common shares Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 3500 Treasury stocks 31XX Equity attributable to owners of the parent 36XX Non-controlling interests 3XXX Total equity Significant Contingent Liabilities And Unrecognised Contract Commitments Significant Events After the Balance Sheet Date 3X2X Total liabilities and equity

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES

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

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

Items Year ended December 31
2020
2019
Notes
AMOUNT
%
AMOUNT
%
6(25) and 7
$
41,145,756
100 $
35,831,960
100
6(6) and 7
(
36,520,695 ) (
89) (
30,642,236 ) (
85 )
4,625,061
11
5,189,724
15
6(30)(31) and 7
(
985,724 ) (
2) (
1,119,178 ) (
3 )

(
1,128,362 ) (
3) (
1,197,462 ) (
3 )

(
2,436,592 ) (
6) (
2,372,124 ) (
7 )
(
4,550,678 ) (
11) (
4,688,764 ) (
13 )
74,383
-
500,960
2
6(26)
44,482
-
89,404
-
6(27) and 7
481,886
1
406,824
1
6(28)
10,416
- (
98,262 )
-
6(29) and 7
(
46,479 )
- (
55,905 )
-
6(8)
2,415,388
6
2,239,887
6
2,905,693
7
2,581,948
7
2,980,076
7
3,082,908
9
6(32)
(
129,291 )
- (
309,119 ) (
1 )
$
2,850,785
7 $
2,773,789
8

4000
Operating revenue

5000
Operating costs

5900
Gross profit
Operating expenses

6100
Selling expenses
6200
General and administrative expenses
6300
Research and development expenses
6000
Total operating expenses
6900
Operating profit
Non-operating income and expenses
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

Items	Year ended December 31 2020 2019 Notes AMOUNT % AMOUNT % 6(25) and 7 `$` `41,145,756` `100 $` `35,831,960` `100` 6(6) and 7 `(` `36,520,695 ) (` `89) (` `30,642,236 ) (` `85 )` `4,625,061` `11` `5,189,724` `15` 6(30)(31) and 7 `(` `985,724 ) (` `2) (` `1,119,178 ) (` `3 )` `(` `1,128,362 ) (` `3) (` `1,197,462 ) (` `3 )` `(` `2,436,592 ) (` `6) (` `2,372,124 ) (` `7 )` `(` `4,550,678 ) (` `11) (` `4,688,764 ) (` `13 )` `74,383` `-` `500,960` `2` 6(26) `44,482` `-` `89,404` `-` 6(27) and 7 `481,886` `1` `406,824` `1` 6(28) `10,416` `- (` `98,262 )` `-` 6(29) and 7 `(` `46,479 )` `- (` `55,905 )` `-` 6(8) `2,415,388` `6` `2,239,887` `6` `2,905,693` `7` `2,581,948` `7` `2,980,076` `7` `3,082,908` `9` 6(32) `(` `129,291 )` `- (` `309,119 ) (` `1 )` `$` `2,850,785` `7 $` `2,773,789` `8`
4000 Operating revenue 5000 Operating costs 5900 Gross profit Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 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

(Continued)

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES

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

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

Items YearendedDecember31
2020
2019
Notes
AMOUNT
%
AMOUNT
%
6(18)
$
1,151
- ( $
24,960 )
-
6(3)(24)
1,644,487
4
1,263,333
3
6(8)(24)
162,399
-
19,993
-
6(32)
(
230 )
-
4,992
-
1,807,807
4
1,263,358
3
6(24)
(
763,323 ) (
1) (
637,983 ) (
2 )
6(8)(24)
40,785
- (
381,175 ) (
1 )
(
722,538 ) (
1) (
1,019,158 ) (
3 )
$
1,085,269
3 $
244,200
-
$
3,936,054
10 $
3,017,989
8
$
2,918,705
7 $
2,817,880
8
($
67,920 )
- ($
44,091 )
-
$
4,004,833
10 $
3,063,366
8
($
68,779 )
- ($
45,377 )
-
6(33)
$
2.45 $
2.37
6(33)
$
2.42 $
2.35

Other comprehensive income (loss) -
net
Components of other comprehensive
income(loss) that will not be
reclassified to profit or loss
8311
Gains (losses) on remeasurements of
defined benefit plans

8316
Unrealised gains (losses) from
investments in equity instruments
measured at fair value through other
comprehensive income

8320
Share of other comprehensive
income of associates and joint
ventures accounted for using equity
method, components of other
comprehensive income that will not
be reclassified to profit or loss

8349
Income tax related to components of
other comprehensive income that
will not be reclassified to profit or
loss

8310
Components of other
comprehensive income that will
not be reclassified to profit or loss
Components of other comprehensive
income(loss) that will be reclassified
to profit or loss
8361
Exchange differences on translation
of foreign financial statements

8370
Share of other comprehensive
income of associates and joint
ventures accounted for using equity
method, components of other
comprehensive income that will be
reclassified to profit or loss

8360
Components of other
comprehensive loss that will be
reclassified to profit or loss
8300
Other comprehensive income for the
year
8500
Total comprehensive income for the
year
Profit (loss), attributable to:
8610
Profit, attributable to owners of
parent
8620
Loss, attributable to non-controlling
interests
Comprehensive income(loss)
attributable to:
8710
Comprehensive income, attributable
to owners of parent
8720
Comprehensive loss, attributable to
non-controlling interests
9750
Basic earnings per share

9850
Diluted earnings per share

Items	YearendedDecember31 2020 2019 Notes AMOUNT % AMOUNT % 6(18) `$` `1,151` `- ( $` `24,960 )` `-` 6(3)(24) `1,644,487` `4` `1,263,333` `3` 6(8)(24) `162,399` `-` `19,993` `-` 6(32) `(` `230 )` `-` `4,992` `-` `1,807,807` `4` `1,263,358` `3` 6(24) `(` `763,323 ) (` `1) (` `637,983 ) (` `2 )` 6(8)(24) `40,785` `- (` `381,175 ) (` `1 )` `(` `722,538 ) (` `1) (` `1,019,158 ) (` `3 )` `$` `1,085,269` `3 $` `244,200` `-` `$` `3,936,054` `10 $` `3,017,989` `8` `$` `2,918,705` `7 $` `2,817,880` `8` `($` `67,920 )` `- ($` `44,091 )` `-` `$` `4,004,833` `10 $` `3,063,366` `8` `($` `68,779 )` `- ($` `45,377 )` `-` 6(33) `$` `2.45 $` `2.37` 6(33) `$` `2.42 $` `2.35`
Other comprehensive income (loss) - net Components of other comprehensive income(loss) that will not be reclassified to profit or loss 8311 Gains (losses) on remeasurements of defined benefit plans 8316 Unrealised gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8320 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 Components of other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive income(loss) that will be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements 8370 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 8360 Components of other comprehensive loss that will be reclassified to profit or loss 8300 Other comprehensive income for the year 8500 Total comprehensive income for the year Profit (loss), attributable to: 8610 Profit, attributable to owners of parent 8620 Loss, attributable to non-controlling interests Comprehensive income(loss) attributable to: 8710 Comprehensive income, attributable to owners of parent 8720 Comprehensive loss, attributable to non-controlling interests 9750 Basic earnings per share 9850 Diluted earnings per share

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2019

(Expressed in thousands of New Taiwan dollars)

Notes				Equityat	butableto owners of t	he	parent	parent			Non-controlling interests	Total equity
	Share capital- common shares	Capital surplus, additional paid-in capital		Retained earnings			Otherequityinterest		Treasurystocks	Total
			Legal reserve	Special reserve	Unappropriated retained earnings	d	Financial statements translation ifferences of foreign operations	Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income
6(24) 6(22)(24) 6(24) 6(34) 6(19) 6(3)(24)	`$` `9,367,677` `-` `9,367,677` `-` `-` `-` `-` `-` `-` `1,405,152` `-` `-` `-` `-` `-` `-` `$` `10,772,829`	`$` `23,370,899` `-` `23,370,899` `-` `-` `-` `-` `-` `-` `-` `20,740` `7,754` `-` `609` `-` `-` `$` `23,400,002`	`$` `837,787` `-` `837,787` `-` `-` `-` `329,625` `-` `-` `-` `-` `-` `-` `-` `-` `-` `$` `1,167,412`	`$` `-` `-` `-` `-` `-` `-` `-` `12,265` `-` `-` `-` `-` `-` `-` `-` `-` `$` `12,265`	`$` `4,131,139` `(` `50 )` `4,131,089` `2,817,880` `(` `22,376 )` `2,795,504` `(` `329,625 )` `(` `12,265 )` `(` `1,405,152 )` `(` `1,405,152 )` `-` `4,624` `(` `341 )` `-` `-` `40,022` `$` `3,818,704`		`(` `$` `62,976 )` `-` `(` `62,976 )` `-` `(` `1,017,982 )` `(` `1,017,982 )` `-` `-` `-` `-` `-` `-` `-` `(` `770 )` `-` `-` `(` `$` `1,081,728 )`	`$` `511,888` `-` `511,888` `-` `1,285,844` `1,285,844` `-` `-` `-` `-` `-` `(` `4,624 )` `341` `-` `-` `(` `40,022 )` `$` `1,753,427`	`(` `$` `353,087` `)` `-` `(` `353,087` `)` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `(` `$` `353,087` `)`	`$` `37,803,327` `(` `50` `)` `37,803,277` `2,817,880` `245,486` `3,063,366` `-` `-` `(` `1,405,152` `)` `-` `20,740` `7,754` `-` `(` `161` `)` `-` `-` `$` `39,489,824`	`$` `-` `-` `-` `(` `44,091 )` `(` `1,286 )` `(` `45,377 )` `-` `-` `-` `-` `-` `-` `-` `109,581` `718` `-` `$` `64,922`	`$` `37,803,327` `(` `50` `)` `37,803,277` `2,773,789` `244,200` `3,017,989` `-` `-` `(` `1,405,152` `)` `-` `20,740` `7,754` `-` `109,420` `718` `-` `$` `39,554,746`

(Continued)

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2020

(Expressed in thousands of New Taiwan dollars)

Notes				Equityat	butableto owners of t	h	e parent	e parent			Non-controlling interests	Total equity
	Share capital- common shares	Capital surplus, additional paid-in capital		Retained earnings			Otherequityinterest		Treasurystocks	Total
			Legal reserve	Special reserve	Unappropriated retained earnings	d	Financial statements translation ifferences of foreign operations	Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income
6(24) 6(22) 6(22)(24) 6(34) 6(3)(24) 6(24) 6(21)(22) 6(34) 6(34) 6(22)	`$` `10,772,829` `-` `-` `-` `-` `-` `-` `1,292,739` `-` `-` `-` `-` `-` `-` `-` `-` `-` `$` `12,065,568`	`$` `23,400,002` `-` `-` `-` `-` `-` `-` `-` `10,784` `87,108` `-` `-` `-` `83,417` `-` `-` `1,100` `$` `23,582,411`	`$` `1,167,412` `-` `-` `-` `283,976` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `$` `1,451,388`	`$` `12,265` `-` `-` `-` `-` `(` `12,265` `)` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `$` `-`	`$` `3,818,704` `2,918,705` `221` `2,918,926` `(` `283,976 )` `12,265` `(` `1,077,283 )` `(` `1,292,739 )` `-` `25,693` `-` `(` `11,382 )` `12` `-` `-` `-` `-` `$` `4,110,220`		`(` `$` `1,081,728 )` `-` `(` `721,722 )` `(` `721,722 )` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `(` `$` `1,803,450 )`	`$` `1,753,427` `-` `1,807,629` `1,807,629` `-` `-` `-` `-` `-` `(` `25,693 )` `-` `11,382` `(` `12 )` `-` `-` `-` `-` `$` `3,546,733`	`(` `$` `353,087` `)` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `113,211` `-` `-` `-` `(` `$` `239,876` `)`	`$` `39,489,824` `2,918,705` `1,086,128` `4,004,833` `-` `-` `(` `1,077,283` `)` `-` `10,784` `87,108` `-` `-` `-` `196,628` `-` `-` `1,100` `$` `42,712,994`	`$` `64,922` `(` `67,920 )` `(` `859 )` `(` `68,779 )` `-` `-` `-` `-` `-` `-` `90,150` `-` `-` `-` `(` `33,330 )` `(` `4,462 )` `-` `$` `48,501`	`$` `39,554,746` `2,850,785` `1,085,269` `3,936,054` `-` `-` `(` `1,077,283` `)` `-` `10,784` `87,108` `90,150` `-` `-` `196,628` `(` `33,330` `)` `(` `4,462` `)` `1,100` `$` `42,761,495`

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Expected credit loss (gain on reversal in expected
credit loss)

Loss on inventory market value decline

Depreciation

Amortization

Compensation cost of employee share-based payment
transactions

Interest income

Interest expense

Dividend income

Loss (gain) of financial assets/liabilities at fair value
through profit or loss

Share of profit of associates and joint ventures
accounted for using equity method

Loss on disposal of investments

Gain on disposal of property, plant and equipment

Changes in operating assets and liabilities
Changes in operating assets
Notes receivable
Accounts receivable
Other receivables
Inventories
Prepayments
Other current assets
Changes in operating liabilities
Contract liabilities
Accounts payable
Other payables
Other current liabilities
Provisions for liabilities
Accrued pension liabilities
Other non-current liabilities
Cash inflow (outflow) generated from operations
Payment of interest
Receipt of interest
Cash dividend received
Payment of income tax
Net cash flows from operating activities Year ended December 31
Notes
2020
2019
$
2,980,076 $
3,082,908
12(2)
17,494 (
14,812 )
6(6)
137,040
231,906
6(9)(10)(12)(30)
908,976
836,105
6(13)(30)
89,722
84,614
6(19)
-
718
6(26)
(
44,482 ) (
89,404 )
6(29)
46,479
55,905
6(27)
(
214,428 ) (
190,145 )
6(28)
18,855 (
9,828 )
6(8)
(
2,415,388 ) (
2,239,887 )
6(28)
6,674
5,444
6(28)
(
564 ) (
255 )
61,062 (
539 )
1,069,041 (
1,478,028 )
64,646 (
52,830 )
(
1,694,988 ) (
1,603,717 )
34,425
39,542
13,223
2,321
(
147,102 )
109,526
854,435
559,771
165,626
30,338
9,055 (
13,739 )
3,523 (
3,914 )
(
14,827 ) (
3,358 )
603
-
1,949,176 (
661,358 )
(
51,786 ) (
50,117 )
48,487
87,293
813,467
1,007,530
(
88,573 ) (
150,589 )
2,670,771
232,759

(Continued)

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of financial assets at fair value
through profit or loss
Acquisition of financial assets at fair value through profit
or loss
Increase in other financial assets
Acquisition of financial assets at fair value through other
comprehensive income
Proceeds from disposal of financial assets at fair value
through other comprehensive income

Proceeds from capital reduction of financial assets at fair
value through other comprehensive income
Decrease (increase) in financial assets at amortised cost
Acquisition of investments accounted for using equity
method

Proceeds from capital reduction of investments accounted
for using equity method
Acquisition of property, plant and equipment

Proceeds from disposal of property, plant and equipment
Increase in investment property

Increase in intangible assets

(Increase) decrease in refundable deposits
Increase in other non-current assets
Decrease in net cash from disposal of subsidiaries

Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease) increase in short-term borrowings

Proceeds from long-term borrowings

Decrease in guarantee deposits

Repayment of principal portion of lease liabilities

Cash dividends paid

Investments increased by non-controlling interest

Proceeds from disposal of treasury shares

Capital surplus - expired unclaimed dividends
Net cash flows (used in) from financing activities
Effects of changes in exchange rates
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year Year ended December 31
Notes
2020
2019
$
89,242 $
109,645
(
11,148 ) (
78,000 )
- (
25,078 )
(
102,528 ) (
360,062 )
6(3)
16,211
37,299
-
45,389
490,770 (
490,770 )
6(8)
(
131,207 )
-
-
20,307
6(9)
(
780,003 ) (
1,622,516 )
8,959
17,521
6(12)
- (
125,783 )
6(13)
(
76,994 ) (
71,351 )
(
6,117 )
1,305
(
12,961 )
-
6(35)
(
78,615 )
-
(
594,391 ) (
2,542,094 )
6(36)
(
2,349,843 )
3,834,646
6(36)
119,073
791,561
6(36)
(
671 ) (
3,250 )
6(36)
(
51,255 ) (
44,205 )
6(35)
(
1,070,961 ) (
1,384,412 )
6(34)
90,150
109,420
6(21)
196,628
-
1,100
-
(
3,065,779 )
3,303,760
130,130 (
55,075 )
(
859,269 )
939,350
6(1)
6,664,566
5,725,216
6(1)
$
5,805,297 $
6,664,566

PWCR20000482

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Shareholders of MiTAC Holdings Corporation

Opinion

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

In our opinion, based on our audits and the audit reports of other independent 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, 2020 and 2019, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for opinion

We conducted our audit of the parent company only financial statements as of and for the year ended December 31, 2020 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China; and in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, “Rule No. Financial-Supervisory-Securities-Auditing1090360805 issued by the Financial Supervisory Commission on February 25, 2020” and generally accepted auditing standards in the Republic of China for our audit of the parent company only financial statements as of and for the year ended December 31, 2019. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the 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 of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the audit reports of the other independent auditors, we believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Company’s 2020 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, 2020, 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 95% of the Company’s total assets. Thus, we consider the following key audit matters of the Company’s investees also as key audit matters of the Company.

Sales revenue recognition

Description

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

How our audit addressed the matter

Valuation of inventory

Description

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

How our audit addressed the matter

Other matter- Reference to the reports of other independent auditors

We did not audit certain investments accounted for under the indirect equity method that were included in the parent company only financial statements, whose financial statements were prepared under a different financial reporting framework. The Company converted the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Share of profit (loss) of associates and joint ventures accounted for using equity method amounted to NT$1,604,767 thousand and NT$1,585,642 thousand for the years ended December 31, 2020 and 2019, respectively. Investments accounted for using equity method amounted to NT$12,693,073 thousand and NT$11,569,372 thousand as at December 31, 2020 and 2019, respectively. Those financial statements before adjustments were audited by other independent auditors whose reports thereon have been furnished to us, and our opinion expressed herein is based solely on the audit reports of the other independent auditors.

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

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

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

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

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

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

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

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

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

2.

3.

4.

5.

6.

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

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

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

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

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

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

Lin, Yu-Kuan Cheng, Ya-Huei

For and on behalf of PricewaterhouseCoopers, Taiwan

March 8, 2021

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

MiTAC HOLDINGS CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Assets	December31,2020 AMOUNT % `$` `28,341` `-` `1,127` `-` `1,632,875` `4` `7,907` `-` `956` `-` `1,671,206` `4` `392,838` `1` `44,219,743` `95` `2,388` `-` `106` `-` `44,615,075` `96` `$` `46,286,281 100`	December31,2019	December31,2019
	AMOUNT `$` `28,341` `1,127` `1,632,875` `7,907` `956` `1,671,206` `392,838` `44,219,743` `2,388` `106` `44,615,075` `$` `46,286,281`	AMOUNT `$` `56,403` `4` `181,297` `7,907` `1,004` `246,615` `350,664` `40,119,449` `3,184` `106` `40,473,403` `$` `40,720,018`	%
Current assets 1100 Cash and cash equivalents 1200 Other receivables 1210 Other receivables - related parties 1220 Current income tax assets 1410 Prepayments 11XX Total Current Assets Non-current assets 1517 Financial assets at fair value through other comprehensive income - non- current 1550 Investments accounted for using equity method 1600 Property, plant and equipment 1920 Refundable deposits 15XX Total Non-current assets 1XXX Total assets			`-` `-` `1` `-` `-`
			`1`
			`1` `98` `-` `-`
			`99`
			`100`

(Continued)

MiTAC HOLDINGS CORPORATION PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December31,2020
December31,2019
Notes
AMOUNT
%
AMOUNT

%
6(5)
$
100,000
- $
1,000,000
2
10,487
-
9,538
-
7
3,198,829
7
13,826
-
263,957
1
206,726
1
14
-
104
-
3,573,287
8
1,230,194
3
3,573,287
8
1,230,194
3
6(6)
12,065,568
26
10,772,829
27
6(7)
23,582,411
51
23,400,002
58
6(8)
1,451,388
3
1,167,412
3
-
-
12,265
-
4,110,220
9
3,818,704
9
6(9)
1,743,283
3
671,699
1
6(6)
(
239,876)
- (
353,087) (
1 )
42,712,994
92
39,489,824
97
$
46,286,281 100 $
40,720,018 100

Current liabilities
2100
Current borrowings

2200
Other payables
2220
Other payables - related parties

2230
Current income tax liabilities
2300
Other current liabilities
21XX
Total Current Liabilities
2XXX
Total Liabilities
Equity
Share capital

3110
Common stock
Capital surplus

3200
Capital surplus
Retained earnings

3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest

3400
Other equity interest
3500
Treasury stocks

3XXX
Total equity
3X2X
Total liabilities and equity

Liabilities and Equity	December31,2020 December31,2019 Notes AMOUNT % AMOUNT % 6(5) `$` `100,000` `- $` `1,000,000` `2` `10,487` `-` `9,538` `-` 7 `3,198,829` `7` `13,826` `-` `263,957` `1` `206,726` `1` `14` `-` `104` `-` `3,573,287` `8` `1,230,194` `3` `3,573,287` `8` `1,230,194` `3` 6(6) `12,065,568` `26` `10,772,829` `27` 6(7) `23,582,411` `51` `23,400,002` `58` 6(8) `1,451,388` `3` `1,167,412` `3` `-` `-` `12,265` `-` `4,110,220` `9` `3,818,704` `9` 6(9) `1,743,283` `3` `671,699` `1` 6(6) `(` `239,876)` `- (` `353,087) (` `1 )` `42,712,994` `92` `39,489,824` `97` `$` `46,286,281 100 $` `40,720,018 100`
Current liabilities 2100 Current borrowings 2200 Other payables 2220 Other payables - related parties 2230 Current income tax liabilities 2300 Other current liabilities 21XX Total Current Liabilities 2XXX Total Liabilities Equity Share capital 3110 Common stock Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 3500 Treasury stocks 3XXX Total equity 3X2X Total liabilities and equity

MiTAC HOLDINGS CORPORATION

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

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

Items	YearendedDecember31	YearendedDecember31
	2020	2019
	AMOUNT `$` `2,968,036` `33,880 ) (` `2,934,156` `3,487` `268` `59` `8,702 )` `4,888 )` `2,929,268` `10,563 ) (` `$` `2,918,705` `$` `26,206` `1,781,644` `1,807,850` `721,722 ) (` `721,722 ) (` `$` `1,086,128` `$` `4,004,833` `$`
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 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income (loss) 8330 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8310 Components of other comprehensive income (loss) that will not be reclassified to profit or loss Components of other comprehensive income (loss) that will be reclassified to profit or loss 8380 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 8360 Components of other comprehensive loss that will be reclassified to profit or loss 8300 Other comprehensive income for the year 8500 Total comprehensive income for the year 9750 Basic earnings per share 9850 Diluted earnings per share
	`$`

MiTAC HOLDINGS CORPORATION

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

(Expressed in thousands of New Taiwan dollars)

Year 2019 Balance at January 1, 2019 Effects on adoption of IFRS 16 Balance at January 1, 2019 after adjustments Profit for 2019 Other comprehensive income(loss) for 2019 Total comprehensive income(loss) Distribution of 2018 earnings Legal reserve Special reserve appropriated Cash dividends Stock dividends Subsidiaries received cash dividends paid by the parent company Change of subsidiaries and associates accounted for using equity method Proceeds from subsidiaries' disposal of investments accounted for using equity method Proceeds from disposal of equity instruments measured at fair value through other comprehensive income Adjustments in equity due to non-subscription the new shares issued by subsidiaries proportionately to ownership Balance at December 31, 2019 Year 2020 Balance at January 1, 2020 Profit for 2020 Other comprehensive income(loss) for 2020 Total comprehensive income(loss) Distribution of 2019 earnings Legal reserve Reversal of special reserve Cash dividends Stock dividends Subsidiaries received cash dividends paid by the parent company Subsidiaries change of associates accounted for using equity method Proceeds from disposal of equity instruments measured at fair value through other comprehensive income Proceeds from disposal of equity instruments by subsidiaries measured at fair value through other comprehensive income Proceeds from disposal of investments by subsidiaries accounted for using equity method Disposal of company’s share by subsidiaries recognised as treasury share transactions Capital surplus - dividends unclaimed by the subsidiaries’ shareholders Balance at December 31, 2020	Notes		Share capital - commonstock		Capital surplus, additional paid-in capital				Retained earnings				Otherequityinterest	Otherequityinterest	Otherequityinterest		Treasury stocks		Totalequity
							Legal reserve		Special reserve		Unappropriated retained earnings	d	Financial statements translation ifferences of foreign operations		Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income
	6(8) 6(7) 6(7)(9) 6(9) 6(9) 6(7) 6(8) 6(7) 6(7)(9) 6(9) 6(9) 6(9) 6(7) 6(7)		`$` `9,367,677` `-` `9,367,677` `-` `-` `-` `-` `-` `-` `1,405,152` `-` `-` `-` `-` `-` `$` `10,772,829` `$` `10,772,829` `-` `-` `-` `-` `-` `-` `1,292,739` `-` `-` `-` `-` `-` `-` `-` `$` `12,065,568`		`$` `23,370,899` `-` `23,370,899` `-` `-` `-` `-` `-` `-` `-` `20,740` `7,754` `-` `-` `609` `$` `23,400,002` `$` `23,400,002` `-` `-` `-` `-` `-` `-` `-` `10,784` `87,108` `-` `-` `-` `83,417` `1,100` `$` `23,582,411`		`$` `837,787` `-` `837,787` `-` `-` `-` `329,625` `-` `-` `-` `-` `-` `-` `-` `-` `$` `1,167,412` `$` `1,167,412` `-` `-` `-` `283,976` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `$` `1,451,388`		`$` `-` `-` `-` `-` `-` `-` `-` `12,265` `-` `-` `-` `-` `-` `-` `-` `$` `12,265` `$` `12,265` `-` `-` `-` `-` `(` `12,265 )` `-` `-` `-` `-` `-` `-` `-` `-` `-` `$` `-`		`$` `4,131,139` `(` `50 )` `4,131,089` `2,817,880` `(` `22,376 )` `2,795,504` `(` `329,625 )` `(` `12,265 )` `(` `1,405,152 )` `(` `1,405,152 )` `-` `4,624` `(` `341 )` `40,022` `-` `$` `3,818,704` `$` `3,818,704` `2,918,705` `221` `2,918,926` `(` `283,976 )` `12,265` `(` `1,077,283 )` `(` `1,292,739 )` `-` `25,693` `(` `3,397 )` `(` `7,985 )` `12` `-` `-` `$` `4,110,220`		`(` `$` `62,976 )` `-` `(` `62,976 )` `-` `(` `1,017,982 )` `(` `1,017,982 )` `-` `-` `-` `-` `-` `-` `-` `-` `(` `770 )` `(` `$` `1,081,728 )` `(` `$` `1,081,728 )` `-` `(` `721,722 )` `(` `721,722 )` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `(` `$` `1,803,450 )`		`$` `511,888` `-` `511,888` `-` `1,285,844` `1,285,844` `-` `-` `-` `-` `-` `(` `4,624` `)` `341` `(` `40,022` `)` `-` `$` `1,753,427` `$` `1,753,427` `-` `1,807,629` `1,807,629` `-` `-` `-` `-` `-` `(` `25,693` `)` `3,397` `7,985` `(` `12` `)` `-` `-` `$` `3,546,733`		`(` `$` `353,087` `)` `-` `(` `353,087` `)` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `(` `$` `353,087` `)` `(` `$` `353,087` `)` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `-` `113,211` `-` `(` `$` `239,876` `)`		`$` `37,803,327` `(` `50 )` `37,803,277` `2,817,880` `245,486` `3,063,366` `-` `-` `(` `1,405,152 )` `-` `20,740` `7,754` `-` `-` `(` `161 )` `$` `39,489,824` `$` `39,489,824` `2,918,705` `1,086,128` `4,004,833` `-` `-` `(` `1,077,283 )` `-` `10,784` `87,108` `-` `-` `-` `196,628` `1,100` `$` `42,712,994`

MiTAC HOLDINGS CORPORATION

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

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

Interest income

Interest expense
Dividend income

Share of profit of associates accounted for using
equity method

Changes in operating assets and liabilities
Changes in operating assets
Other receivables - related parties
Prepayments
Changes in operating liabilities
Other payables
Other payables - related parties
Other current liabilities
Cash outflow generated from operations
Payment of interest
Receipt of interest
Cash dividend received

Payment of income tax
Net cash flows from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Loans lent to related parties

Loans repaid from related parties

Acquisition of financial assets at fair value through other
comprehensive income
Proceeds from disposal of financial assets at fair value
through other comprehensive income
Acquisition of investments accounted for using equity
method

Proceeds from disposal of investments accounted for
using equity method
Increase in refundable deposits
Net cash flows (used in) from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
(Decrease)increase in short-term borrowings

Increase in loans from related parties

Repayment of loans to related parties

Cash dividends paid

Net cash flows from (used in) financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year Year ended December 31
Notes
2020
2019
$
2,929,268 $
2,840,318
6(4)(11)
796
796
6(10)
(
3,487 ) (
14,812 )
8,702
2,084
6(2)
(
10,021 ) (
7,845 )
6(3)
(
2,958,015 ) (
2,853,652 )
3,918
54,381
48 (
63 )
1,082
406
- (
41,889 )
(
90 )
-
(
27,799 ) (
20,276 )
(
7,926 ) (
1,913 )
3,217
15,481
6(2)(3)
223,285
432,980
(
4,461 ) (
14,322 )
186,316
411,950
7
(
2,647,786 ) (
2,787,274 )
7
1,281,600
3,186,569
(
20,071 ) (
49,900 )
2,976
-
6(3)
- (
46,500 )
-
16
- (
6 )
(
1,383,281 )
302,905
6(15)
(
900,000 )
1,000,000
6(15) and 7
4,677,786
2,437,374
6(15) and 7
(
1,531,600 ) (
2,836,669 )
6(8)
(
1,077,283 ) (
1,405,152 )
1,168,903 (
804,447 )
(
28,062 ) (
89,592 )
6(1)
56,403
145,995
6(1)
$
28,341 $
56,403

Attachment 4

MiTAC Holdings Corp.

Comparison Table of Amendment to

the Rules of Procedure for Shareholders Meeting

==> picture [531 x 628] intentionally omitted <==

----- Start of picture text -----

Original Article Amended Article Reasons for amendment
Article 3 (Convening shareholders Article 3 (Convening shareholders To comply with the
meetings and shareholders meeting meetings and shareholders meeting regulation No.
notices) notices) Taiwan-Stock-Governa
I.- III. (Omitted) I.- III. (Omitted) nce-1100001446 issued
Election or dismissal of directors, Election or dismissal of directors, by the Taiwan Stock
amendments to the articles of amendments to the articles of Exchange Company on
incorporation, reduction of capital, incorporation, reduction of capital, January 28, 2021 and
application for the approval of ceasing application for the approval of ceasing the regulation No.
its status as a public company, approval its status as a public company, approval Taiwan-Stock-Governa
of competing with the Company by of competing with the Company by nce-1090009468 issued
directors, surplus profit distributed in the directors, surplus profit distributed in by the Taiwan Stock
form of new shares, reserve distributed the form of new shares, reserve Exchange Company on
in the form of new shares, the distributed in the form of new shares, June 3, 2020.
dissolution, merger, or demerger of the the dissolution, merger, or demerger of
corporation, or any matter under Article the corporation, or any matter under
185, paragraph 1 shall be set out and the Article 185, paragraph 1, Matters
essential contents explained in the notice specified in Article 26-1 and Article
of the reasons for convening the 43-6 of the Securities and Exchanges
shareholders meeting. None of the above Act, and Article 56-1 and Article 60-2
matters may be raised by an of the Regulations Governing the
extraordinary motion; the essential Offering and Issuance of Securities by
contents may be posted on the website Securities Issuers shall be set out and
designated by the competent authority the essential contents explained in the
in charge of securities affairs or the notice of the reasons for convening the
corporation, and such website shall be shareholders meeting. None of the
indicated in the above notice. above matters may be raised by an
Where re-election of all directors as well extraordinary motion.
as their inauguration date is stated in the Where re-election of all directors as well
notice of the reasons for convening the as their inauguration date is stated in the
shareholders meeting, after the notice of the reasons for convening the
completion of the re-election in said shareholders meeting, after the
meeting such inauguration date may not completion of the re-election in said
be altered by any extraordinary motion meeting such inauguration date may not
or otherwise in the same meeting. be altered by any extraordinary motion
A shareholder holding one percent or or otherwise in the same meeting.
more of the total number of issued A shareholder holding one percent or
shares may submit to this Company a more of the total number of issued
written proposal for discussion at a shares may submit to this Company a
regular shareholders meeting. The written proposal for discussion at a
number of items so proposed, however, regular shareholders meeting. The
is limited to one only, and no proposal number of items so proposed, however,
containing more than one item will be is limited to one only, and no proposal
included in the meeting agenda, containing more than one item will be
provided a shareholder proposal for included in the meeting agenda. In
----- End of picture text -----

==> picture [531 x 735] intentionally omitted <==

----- Start of picture text -----

Original Article Amended Article Reasons for amendment
urging the corporation to promote addition, when the circumstances of any
public interests or fulfill its social subparagraph of Article 172-1,
responsibilities may still be included paragraph 4 of the Company Act apply
in the agenda by the board of to a proposal put forward by a
directors. In addition, when the shareholder, the board of directors may
circumstances of any subparagraph of exclude it from the agenda. Officially, a
Article 172-1, paragraph 4 of the shareholder proposal for urging the
Company Act apply to a proposal put corporation to promote public
forward by a shareholder, the board of interests or fulfill its social
directors may exclude it from the responsibilities shall comply with the
agenda. circumstances of Article 172-1 of the
Company Act, however, is limited to
(Omitted below) one only, and no proposal containing
more than one item will be included in
the meeting agenda.
(Omitted below)
Article 9 Article 9 To comply with the
I. (Omitted) I. (Omitted) regulation No.
The chair shall call the meeting to order The chair shall call the meeting to order Taiwan-Stock-Governa
at the appointed meeting time. at the appointed meeting time, and nce-1100001446 issued
However, when the attending announce the number of shares by the Taiwan Stock
shareholders do not represent a majority without voting rights, and attending Exchange Company on
of the total number of issued shares, the shares at the same time. January 28, 2021
chair may announce a postponement, However, when the attending
provided that no more than two such shareholders do not represent a majority
postponements, for a combined total of of the total number of issued shares, the
no more than one hour, may be made. If chair may announce a postponement,
the quorum is not met after two provided that no more than two such
postponements and the attending postponements, for a combined total of
shareholders still represent less than one no more than one hour, may be made. If
third of the total number of issued the quorum is not met after two
shares, the chair shall declare the postponements and the attending
meeting adjourned. shareholders still represent less than one
third of the total number of issued
(Omitted below) shares, the chair shall declare the
meeting adjourned.
(Omitted below)
Article 14 (Election of directors) Article 14 (Election of directors) To comply with the
The election of directors at a The election of directors at a regulation No.
shareholders meeting shall be held in shareholders meeting shall be held in Taiwan-Stock-Governa
accordance with the applicable election accordance with the applicable election nce-1100001446 issued
and appointment rules adopted by this and appointment regulations adopted by the Taiwan Stock
Company, and the voting results shall by this Company, and the voting results Exchange Company on
be announced on-site immediately, shall be announced on-site immediately, January 28, 2021
including the names of those elected as including the names of those elected as
directors and the numbers of votes with directors and the numbers of votes with
which they were elected. which they were elected, as well as the
names of those unelected ones and the
(Omitted below) numbers of votes they obtained.
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Original Article Amended Article Reasons for amendment
(Omitted below)
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Article 20 (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.	Article 20 (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 3rd amendment was made on May 27, 2021.	Adding amendments frequency and dates.

Attachment 5

MiTAC Holdings Corp.

Comparison Table of Amendment to

the Procedures for Director Elections

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Original Article Amended Article Reasons for amendment
Rules for Director Election Procedures for Election Directors Name correction.
Article 1 a. New provision.
To ensure a just, fair, and open b. To comply with the
election of directors, these Procedures law and regulation
are adopted pursuant to Articles 21 of and to facilitate the
the Corporate Governance practical needs.
Best-Practice Principles for
TWSE/GTSM Listed Companies .
Article 1 Article 2 a. Article adjustment.
Director elections of this company shall Except as otherwise provided by law b. Text correction.
be handled pursuant to these rules and regulation or by this Company's
unless stipulated otherwise in relevant articles of incorporation, elections of
laws and the articles of incorporation of directors shall be conducted in
this Company. accordance with these Procedures.
Article 3 a. New provision.
The overall composition of the board b. To comply with the
of directors shall be taken into law and regulation
consideration in the selection of this and to facilitate the
Company's directors. The practical needs.
composition of the board of directors
shall be determined by taking
diversity into consideration and
formulating an appropriate policy on
diversity based on the company's
business operations, operating
dynamics, and development needs. It
is advisable that the policy include,
without being limited to, the following
two general standards:
1. Basic requirements and values:
Gender, age, nationality, and
culture.
2. Professional knowledge and skills:
A professional background (e.g.,
law, accounting, industry, finance,
marketing, technology),
professional skills, and industry
experience.
Each board member shall have the
necessary knowledge, skill, and
experience to perform their duties;
the abilities that must be present in
the board as a whole are as follows:
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Original Article Amended Article Reasons for amendment
1. The ability to make judgments
about operations.
2. Accounting and financial analysis
ability.
3. Business management ability.
4. Crisis management ability.
5. Knowledge of the industry.
6. An international market
perspective.
7. Leadership ability.
8. Decision-making ability.
More than half of the directors shall
be persons who have neither a spousal
relationship nor a relationship within
the second degree of kinship with any
other director.
The board of directors of this
Company shall consider adjusting its
composition based on the results of
performance evaluation.
Article 4 a. New provision.
The qualifications for the independent b. To comply with the
directors of this Company shall law and regulation
comply with Articles 2, 3, and 4 of the and to facilitate the
Regulations Governing Appointment practical needs.
of Independent Directors and
Compliance Matters for Public
Companies.
The election of independent directors
of this Company shall comply with
Articles 5, 6, 7, 8, and 9 of the
Regulations Governing Appointment
of Independent Directors and
Compliance Matters for Public
Companies, and shall be conducted in
accordance with Article 24 of the
Corporate Governance Best-Practice
Principles for TWSE/GTSM Listed
Companies.
Article 2 Article 5 a. Article adjustment.
Pursuant to the regulations set forth in Elections of directors at this Company b. Partial provision of
the Company Act, a candidate shall be conducted in accordance with the original Article 2
nomination system has been adopted for the candidate nomination system and adjusts to Article 6.
the director elections of this Company. procedures set out in Article 192-1 of c. To comply with the
Shareholders shall select and appoint the Company Act. regulation No.
directors from the list of candidates. When the number of directors falls Taiwan-Stock-Gover
A single cumulative voting method below five due to the dismissal of a nance-1090009468
shall be adopted for director director for any reason, this Company issued by the Taiwan
elections. Each share shall have voting shall hold a by-election to fill the Stock Exchange
rights equal to the number of directors vacancy at its next shareholders Company on June 3,
to be elected, which may be cast for a meeting. When the number of 2020 and to facilitate
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Original Article Amended Article Reasons for amendment
single candidate or split among multiple directors falls short by one third of the practical needs.
candidates. the total number prescribed in this
Company’s articles of incorporation,
this Company shall call a special
shareholders meeting within 60 days
from the date of occurrence to hold a
by-election to fill the vacancies.
When the number of independent
directors falls below that required
-
under the proviso of Article 14 2,
paragraph 1 of the Securities and
Exchange Act, a by-election shall be
held at the next shareholders meeting
to fill the vacancy. When the
independent directors are dismissed
en masse, a special shareholders
meeting shall be called within 60 days
from the date of occurrence to hold a
by-election to fill the vacancies.
Article 6 a. Partial provision of
The cumulative voting method shall the original Article 2.
be used for election of the directors at b. Text correction.
this Company. Each share will have
voting rights in number equal to the
directors to be elected, and may be
cast for a single candidate or split
among multiple candidates.
Article 7 a. New provision.
The board of directors shall prepare b. To comply with the
separate ballots for directors in law and regulation
numbers corresponding to the and to facilitate the
directors to be elected. The number of practical needs.
voting rights associated with each
ballot shall be specified on the ballots,
which shall then be distributed to the
attending shareholders at the
shareholders meeting. Attendance
card numbers printed on the ballots
may be used instead of recording the
names of voting shareholders.
Article 3 Article 8 a. Article adjustment.
Directors shall be selected and The number of directors will be as b. To comply with the
appointed by the shareholders’ specified in this Company's articles of law and regulation
meeting from among individuals with incorporation, with voting rights and to facilitate the
legal capacity. Those receiving ballots separately calculated for independent practical needs.
representing the highest numbers of and non-independent director
voting rights shall be elected as positions. Those receiving ballots
non-independent directors and representing the highest numbers of
independent directors, sequentially voting rights will be elected
according to their respective numbers sequentially according to their
of votes pursuant to quotas set forth respective numbers of votes. When
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Original Article Amended Article Reasons for amendment
in the articles of incorporation, the two or more persons receive the same
election summary and details number of votes, thus exceeding the
provided by the electronic voting specified number of positions, they shall
platform, and the results of ballet draw lots to determine the winner, with
statistics from the shareholders’ the chair drawing lots on behalf of any
meeting venue. When two or more person not in attendance.
persons receive the same number of
votes, thus exceeding the specified
number of positions, they shall draw
lots to determine the winner, with the
chair drawing lots on behalf of any
person not in attendance.
Article 4 Deleted provision.
The ballots shall be prepared and issued
by the Company according to the
attending number, and the ballot shall
set out the number of rights. Ballots will
not be prepared and issued to
shareholders voting via electronic
methods.
Article 5 Article 9 a. Article adjustment.
The scrutineers and counting Before the election begins, the chair b. To comply with the
personnel for the vote of resolution shall appoint a number of persons law and regulation
shall be designated by the Chairman with shareholder status to perform and to facilitate the
at the beginning of the election for the respective duties of vote practical needs.
monitoring. monitoring and counting personnel. c. The partial provision
The ballot boxes shall be prepared by was incorporated
the board of directors and publicly herein from original
checked by the vote monitoring Article 6.
personnel before voting commences.
Article 6 Adjust to the partial
The ballot box for the election shall provision of Article 9.
be prepared by the Company, and the
scrutineers shall publicly check the
box before voting.
Article 7 Deleted provision.
If a candidate is a shareholder, a voter
must specify the candidate's account
name and shareholder account number
in the "candidate" column of the ballot;
for a candidate who is not a shareholder,
the voter shall specify the candidate's
full name and ID number. However,
when the candidate is a corporate
shareholder, the name of the corporate
shareholder shall be specified in the
column for the candidate's account
name on the ballot paper, and the name
of both corporate and its representative.
When there are multiple representatives,
the names of each respective
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Original Article Amended Article Reasons for amendment
representative shall be specified.
The directors’ election for both
independent directors and
non-independent directors are carried
out at once, with the elected number of
seats accounted for separately.
Article 8 Article 10 a. Article adjustment.
A ballot is void under any of the A ballot is invalid under any of the b. To comply with the
following circumstances: following circumstances: regulation No.
1. Ballots not placed in the ballot box. 1. The ballot was not prepared by a Taiwan-Stock-Gover
2. Ballots not prepared according to person with the right to convene. nance-1090009468
the Procedures. 2. A blank ballot is placed in the issued by the Taiwan
3. A blank ballot is placed in the ballot box. Stock Exchange
ballot box. 3. The writing is unclear and Company on June 3,
4. The candidate whose name is indecipherable or has been altered. 2020 and to facilitate
specified in the ballot is a 4. The candidate whose name is entered the practical needs.
shareholder, but the candidate's in the ballot does not conform to
account name and shareholder the director candidate list.
account number do not conform 5. Other words or marks are entered in
with those given in the shareholder addition to the number of voting
register, or the candidate whose rights allotted.
name is specified in the ballot is a
non-shareholder, and a cross-check
shows that the candidate's name
and ID number do not match.
5. Other words, marks , or unknown
things are attached or written in
addition to the candidate's account
name (name), account number (ID
number), and the number of voting
rights allotted.
6. The writing is unclear and
indecipherable or has been altered.
7. Any of the specified candidate's
account name (name) and account
number (ID number) is
subsequently altered.
8. Candidate's account name (name)
or account number (ID number) is
not specified.
9. Two or more than two candidates
are specified on the same ballot.
Article 9 Article 11 a. Article adjustment.
The votes shall be calculated on site The voting rights shall be calculated b. To comply with the
immediately after the end of the poll. on site immediately after the end of law and regulation
the poll, and the results of the and to facilitate the
calculation, including the list of practical needs.
persons elected as directors and the
numbers of votes with which they
were elected, shall be announced by
the chair on the site.
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Original Article	Amended Article Reasons for amendment	Amended Article Reasons for amendment
	The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 10 The Procedures was implemented upon receiving the approval from the shareholders’ meeting, and shall do the same upon any amendment thereto.	Article 12 These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting. a. Article adjustment. b. Text correction.
Article 11 Thisruleswas established on June 24, 2013. The 1st amendment was made on June 11, 2015. The 2nd amendment was made on May 30, 2019.	Article 13 ThisProcedurewas established on June 24, 2013. The 1st amendment was made on June 11, 2015. The 2nd amendment was made on May 30, 2019. The 3rd amendment was made on May 27, 2021.	a. Article adjustment. b. Text correction. c. Adding amendments frequency and dates.

Appendix 1 MiTAC Holdings Corp. Articles of Incorporation

Chapter I. General Provisions

Article 1 The Company is incorporated under the Company Act with the name of “MiTAC Holdings Corporation.” and with MiTAC Holdings Corporation as its English name.
Article 2 The Company has its head office located in Taoyuan City, Taiwan, R.O.C.; the Company may, subject to its business needs, establish branch offices within or outside the territory of the Republic of China.
Article 3 The business scope of the Company is as follows:
H201010 Investment
Article 4 The Company’s business focus is investment; the limit that the total amount of the Company’s investments not exceeding forty percent of the amount of its own paid-up capital, as set forth in Paragraph 1 of Article 13 of the Company Act shall not apply to the Company.
Article 5 The Company may issue financial endorsements or guarantees.

Chapter II. Shares

Article 6 The total capital amount of the Company is NT$15 billion only, and which is divided into 1,500,000,000 shares with a nominal value of NT$10 each, and authorized the Board to issue in batches. Among which, NT$1.25 billion has been divided into 125,000,000 shares with a nominal value of NT$10 only, such amount was set aside for the conversion of share subscription warrant.
Article 7 The share certificates of the Company are registered, and shall be issued after being signed, stamped, and numbered by directors representing the Company, as well as certified by the competent authority or the issuance registration authority granted the approval. The shares issued by the Company are exempted from printing the share certificate, and shareholders shall contact securities central depository enterprise for registration.
Article 8 The stock instruments of Company shall follow the “Guidelines for Stock Operations for Public Companies” which is issued by the authority unless specified otherwise by law and securities regulations.
Article 9 Registration for transfer of shares shall be suspended sixty (60) days immediately before the date of regular meeting of shareholders, and thirty (30) days immediately before the date of any special meeting of shareholders, or within five (5) days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Company.

Article	9-1	Where the Company repurchases the shares of the Company, only qualified
		employees of parents or subsidiaries meeting certain specific requirements are
		entitled to receive shares.
		Only qualified employees of parents or subsidiaries meeting certain specific
		requirements are entitled to receive share subscription warrant of the Company.
		Upon issuing new shares of the Company, only qualified employees of parents or
		subsidiaries meeting certain specific requirements are entitled to subscribe for the
		shares.
		Upon issuing new restricted stock for employees of the Company, only qualified
		employees of parents or subsidiaries meeting certain specific requirements are
		entitled to receive the restricted stock.
		Regarding the qualified employees of parents or subsidiaries meeting certain
		specific requirements prescribed in this Article, the Chairperson is authorized to
		determine the “certain specific requirements.”

Chapter III. Shareholders’ Meetings

Article	10	Shareholders’ meeting shall be of two types:
		1. regular shareholders’ meeting;
		2. special shareholders’ meeting.
		The regular shareholders’ meeting shall be convened annually within six (6) months
		after the close of each fiscal year and shareholders shall be informed at least thirty (30)
		days in advance. The special shareholders’ meeting may be held whenever necessary
		and shareholders shall be informed at least fifteen (15) days in advance.
		Notice of shareholders’ meeting shall specify the meeting date, meeting venue, and
		proposed matters.
		A shareholders’ meeting shall, unless otherwise provided for in the Company Act, be
		convened by the Board of Directors.
Article	11	A shareholder who is unable to attend a shareholders’ meeting may designate a proxy
		to attend the meeting by a power of attorney printed by the Company duly signed or
		sealed and setting forth the scope of vested power. Regulations of designating a proxy
		shall be in accordance with “Regulations Governing the Use of Proxies for Attendance
		at Shareholder Meetings of Public Companies in Taiwan” which is issued by
		authority.
Article	12	The shareholders’ meeting shall be presided by the Chairman of the Board of
		Directors. If the Chairman is absent, the Vice Chairman may preside it over on behalf
		of the Chairman in accordance with Article 208 of the Company Act; if there is no
		Vice Chairman or the Vice Chairman is also absent, the Chairman may designate one
		of the Directors to act on his/her behalf; if no proxy is designated by the Chairman, the
		Directors may elect a person among themselves to act as the chairman of the meeting.
		When the shareholders’ meeting was convened by other persons who has the
		convening right, the shareholders’ meeting shall be presided by the convener. When
		there are two or more conveners, the conveners shall elect among themselves to act as
		the chairman of the meeting. The shareholders’ meeting shall be convened in
		accordance to the Company’s “Procedure for Shareholders Meeting.”
Article	13	Shareholders of the Company shall be entitled to one vote for each share they hold
		unless otherwise provided for in this Articles of Incorporation.
Article	14	Unless otherwise provided by the Company Act, a shareholders’ meeting must be

attended by shareholders holding and representing a majority of the total issued shares and resolutions at a shareholders’ meeting shall be adopted by a majority vote of the shareholders present at such meeting.

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

Chapter IV. Directors

Article 16 The Company has 7 to 10 Directors, there shall be at least 3 independent Directors; the tenure for such posts shall be 3 years. They shall be elected by the shareholders’ meeting from the competent candidates, and they may be reappointed only if they are elected again upon expiration of the tenure. After the election, the Board shall pass the resolution to purchase liability insurance for the Directors of the Company. The Board is authorized to determine the remuneration of Directors according to the recommendation from the Remuneration Committee of the Company and the general standards within the industry. Total registered shares of the Company held by all Directors shall be determined in accordance with standards prescribed in “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” promulgated by the competent authority.
A candidate nomination system was adopted for the election of the Company’s Directors. Shareholders shall elect Directors from the relevant candidate list thereof.
Article 17 The Directors shall form a Board of Directors. The Chairman and Vice Chairman of the Board of Directors shall be elected from among the Directors by a majority vote at a meeting attended by two-thirds or more of the Directors. The Chairman of the Board of Directors shall represent the Company.
Article 18 The Board meeting shall be convened by the Chairman. At the meeting, the Chairman shall be the Chairman; when the Chairman is unable to present himself/herself when he/she is on leave or due to other causes, the vice-Chairman shall act on his/her behalf. Where there is no vice-Chairman, or the vice-Chairman is also unable to present himself/herself, the Chairman shall designate a Director to act on his/her behalf. When there is no designation made, a Director shall be elected among Directors for such post.
In calling a meeting of the Board, a notice stated the reason for such meeting shall be given to each Director no later than 7 days prior to the scheduled meeting date. In the case of an emergency, a meeting of the Board may be convened at any time. The convening notice above may be made in writing, by e-mail, or by fax.
Article 19 Unless otherwise provided by the Company Act, a board meeting must be attended by a majority of Directors; resolutions at a board meeting shall be adopted by a majority vote of the Directors present at such meeting.

Article	20	The board meeting may be convened via video conference, and the Directors who
		attend the board meeting via video conference shall be deemed to have attended the
		meeting in person.
Article	21	In case the Director is unable to attend the board meeting. The Director may designate
		other Directors to attend the meeting by a power of attorney signed or sealed and
		setting forth the scope of vested power. However, a Director is limited to be one proxy
		at one time.
Article	22	The Company established the Audit Committee according to the requirements under
		the Securities and Exchange Act. The Audit Committee shall comprise of all
		independent Directors. The Audit Committee or its member shall perform the duties of
		supervisors prescribed in the Company Law, Securities and Exchange Act, and other
		laws and regulations.
		Chapter V. Managerial Officers
Article	23	The Company may have assigned managerial officers of one Chief of Executive
		Officer (CEO), one General Manager (GM), recommended by the Chairman and
		submitted to the board meeting for appointment and discharge, whereas the board
		meeting shall be attended by a majority of Directors and the resolution shall be
		adopted by a majority vote of the Directors present at such meeting.
		Other managerial officers are recommended by the General Manager to the Chairman,
		submitted to the board meeting for appointment and discharge, whereas the board
		meeting shall be attended by a majority of Directors and the resolution shall be
		adopted by a majority vote of the Directors present at such meeting.
		Chapter VI. Accounting
Article	24	By the end of the accounting year, the Board shall prepare the following report and
		statements and propose at the annual shareholders’ meeting for approval:
		I. Business report;
		II. Financial statements;
		III. Surplus distribution or loss provision resolution.
Article	25	Shall there be profit of the year (i.e., before-tax profit before deducting the
		remuneration paid to employees, Directors), the Company shall allocate no less than
		0.1% for staff remuneration, and allocate no more than 1% for Directors’
		remuneration, and such distribution shall be resolved by the Board. However, if the
		Company still has accumulated losses, it shall retain the compensation amount.
		The abovementioned remuneration of employees may be paid in shares or cash, and
		only qualified employees of parents or subsidiaries meeting certain specific
		requirements are entitled to receive such remuneration; the Chairman is authorized to
		determine the “certain specific requirements.”
		Shall there be general final accounts surplus, the Company shall allocate such surplus
		for the taxation payment, compensation for accumulated losses, and then allocate 10%
		of such surplus as the legal reserve. After such, shall there be remaining surplus, the
		Board meeting shall prepare the allocation plan and submit for shareholders' approval
		for the distribution. Shall there be remaining surplus, the Board shall prepare the
		allocation in respect to such surplus, alongside the accumulated undistributed surplus.
		If the allocation is made through the issuance of new shares, the distribution allocation
		plan shall be submitted for shareholders' approval for the distribution. If the allocation

is paid in cash, the Board shall be authorized to resolve such distribution upon the approval of the majority of the Directors present at a Board meeting attended by two-thirds or more of Director, and report to the shareholders’ meeting according to the requirements under paragraph 5, Article 240 of the Company Act.

Cash dividends ratio of shareholder shall be determined by the Board after considering the financial structure, future capital requirements, and profit of the Company, at a ratio no less than 10% of the total dividends.
Article 25-1 The Board is authorized to resolve the distribution of cash regarding the entire or partial legal reserve and capital reserve upon the approval of the majority of the Directors present at a Board meeting attended by two-thirds or more of Director, and report to the shareholders’ meeting according to the requirements under Article 241 of the Company Act.

Chapter VII. Supplementary Provisions

Article 26 The organizational rules and operating rules of the Company shall be enacted separately.
Article 27 Matters not provided herein shall be governed by the Company Act.
Article 28 This Articles of Incorporation was enacted on June 24, 2013. The first amendment was made on June 11, 2015. The second amendment was made on June 21, 2016. The third amendment was made on June 22, 2018. The fourth amendment was made on May 30, 2019.

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

Article 1

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

Article 2

The rules of procedures for this Company'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 Company's shareholders meetings shall be convened by the board of directors.

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

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

Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the Company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 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; the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the corporation, and such website shall be indicated in the above notice.

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 Company 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, provided a shareholder proposal for urging the corporation to promote public interests or fulfill its social responsibilities may still be included in the agenda by the board of directors. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda.

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

Article 4

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

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Company 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 Company, if the shareholder intends to attend the meeting in person or to exercise voting rights by correspondence or electronically, a written notice of proxy cancellation shall be submitted to this Company before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.

Article 5

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

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

Article 6

(Preparation of documents such as the attendance book)

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

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

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

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

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

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

Article 7

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

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

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

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

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

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

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

Article 9

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

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

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

shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month.

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

Article 10

(Discussion of proposals)

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

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

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

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

Article 11

(Shareholder speech)

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

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

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

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

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

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

Article 12

(Calculation of voting shares and recusal system)

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

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

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

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

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 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 Company holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that this Company 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 Company before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent.

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

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

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

Article 14

(Election of directors)

The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules 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.

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

Article 15

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

This Company 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 Company.

Article 16

(Public disclosure)

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

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

Article 17

(Maintaining order at the meeting place)

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

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

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

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

Article 18

(Recess and resumption of a shareholders meeting)

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

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

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

Article 19

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

Article 20

This rules was established on June 24, 2013. The 1st amendment was made on June 11, 2015. The 2nd amendment was made on May 28, 2020.

Appendix 3 MiTAC Holdings Corp. Shareholdings of All Directors

==> picture [481 x 321] intentionally omitted <==

----- Start of picture text -----

Record Date ： March 29, 2021
Current Shareholding
Position Name Shares Shareholding Note
Type
ratio (%)
Miau, Matthew Feng
Chairman 12,174,721 1.01%
Chiang
Director Ho, Jhi-Wu 2,438,953 0.20%
Hsu, Tzu-Hwa
Director Su, Liang 104,431,091 8.66%
Rep.: MiTAC Inc.
Way, Yung-Do
Chang, Kwang-Cheng
Director Common 99,802,598 8.27%
Rep.: UPC
Shares
Technology Corp.
Director Chiao, Yu-Cheng 0 0.00%
Independent
Ma, Shaw-Hsiang 0 0.00%
Director
Independent
Lu, Shyue-Ching 0 0.00%
Director
Independent
Tsai Ching-Yen 0 0.00%
Director
Total 218,847,363
----- End of picture text -----

Total issued shares: 1,206,556,789 shares on March 29, 2021 Note: The minimum required shareholding of all directors by law: 32,000,000 shares The shareholding of all directors on March 29, 2021: 218,847,363 shares

AI assistant

MHC — Annual Report 2020

52372_rns_2021-08-03_0260e3f6-821c-486d-bbae-a0f6f849fe00.pdf

MiTAC Holdings Corporation 2021 Annual Meeting of Shareholders Handbook

Table of Contents

Appendix

MiTAC Holdings Corporation

2021 Annual Meeting of Shareholders

Agenda

Matters to Report

No. 1

Proposal: 2020 Business Report.

No. 2

No. 3

No. 4

Matters for Adoption

Profit Distribution Table

Year 2020

Matters for Discussion

Questions and Motions

Adjournment

Attachment 1

MiTAC Holdings Corporation

2020 Business Report

2020 operation result

Honors and innovations

Outcomes of R&D

2021 operation outlook

Attachment 2

MiTAC Holdings Corporation

Audit Committee’s Review Report

Submit to

Attachment 3

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for opinion

Key audit matters

Sales revenue recognition

Description

How our audit addressed the matter

Valuation of inventory

Description

How our audit addressed the matter

Other matter- reference to audits of other auditors

Other matter - Parent company only financial reports

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

Auditors’ responsibilities for the audit of the consolidated financial statements

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES

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

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES

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

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2019

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2020

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2020 AND 2019

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2020 AND 2019

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for opinion

sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Sales revenue recognition

Description

How our audit addressed the matter

Valuation of inventory

Description

How our audit addressed the matter

Other matter- Reference to the reports of other independent auditors

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

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

2.

3.

4.

5.

6.

For and on behalf of PricewaterhouseCoopers, Taiwan

March 8, 2021

MHC Annual Report 2020