MSI — AGM Information 2021

Oct 8, 2021

Stock Code: 2377

Micro-Star International Co., Ltd.

Handbook for 2021 Annual Meeting of Shareholders

MEETING TIME:June 11, 2021.

PLACE:1F., No. 488, Bannan Rd., Zhonghe Dist., New Taipei City

235, Taiwan R.O.C.

Notice to readers

This English-version handbook is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.

Table of Contents

Ⅰ.MeetingProcedure	1
Ⅱ.MeetingAgenda	2
1.Report Item
(1) 2020 Business Report	3
(2) Audit Committee's Review Report of 2020	6
(3)Report of Employees’Compensation and Directors’Compensation for 2020	7
(4) 2020 Earnings Distribution of cash dividends	7
2.Adoption Items
(1)To adopt 2020 Business Report and Financial Statements	8
(2)To adopt the proposal for distribution of 2020 profits	8
3.Discussion Items
(1)Amendment to the‟Rules of Shareholders’Meeting”	30
4.Election Items
(1)Election of Directors	30
5.Extempore motions	32
Ⅲ.Appendices
1.”Rules of Shareholders’Meeting”	33
2.”Articles of Incorporation”	36
3.”Rules for Election of Directors”	40
4.”Shareholding status of Directors”	42

Micro-Star International Co., Ltd.

Procedure for 2021 Annual Meeting of Shareholders

Call Meeting to Order

Chairman’s Opening Address

Report Items

Adoption Items

Discussion Items

Election Items

Extempore motions

Adjournment

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Micro-Star International Co., Ltd. Year 2021

Agenda of Annual Meeting of Shareholders

Time: 9:00 a.m. on Friday, June 11, 2021.

Place: Company’s conference room 3102 (1F., No. 488, Bannan Rd.,

Zhonghe Dist., New Taipei City 235, Taiwan R.O.C.)

Chairman’s address

I. Report Items

• 1.Business Report of 2020.

• 2.Audit Committee's Review Report on 2020 Financial Statements.

• 3.Report of Employees’ Compensation and Directors’ Compensation for 2020.

• 2020 Earnings Distribution of cash dividends.

II. Adoption Items

1. To adopt 2020 Business Report and Financial Statements.

2. To adopt the proposal for distribution of 2020 profits.

III.Discussion Items

1. Amendment to the ‟Rules of Shareholders’ Meeting”.

IV. Election Item

1. Election of Directors.

V. Extempore motions

Adjournment

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Report No. 1 Business Report of 2020

Reports Items

Business Report

In 2020, the spread of the COVID-19 pandemic had a significant impact on the global economy, and the work and life patterns in the areas affected by the pandemic also changed drastically. Long-distance working from home, learning from home and home entertainment, plus the product buying effect brought by the successive launch of cost-effective new products had all caused the demand for PC and e-sports related products to increase greatly; the rise in relative demand had also resulted in the lack of supply of multiple upstream electronic components and tight global logistics, making PC shipments clearly unable to meet the demand. Fortunately, thanks to the Company's good long-term relationship with the supply chain and channel customers, as well as the close grasp of the needs of the end users, the Company was able to respond appropriately and supply smoothly. With the concerted efforts of all employees of the Company and the full support of suppliers and customers, in 2020, both the annual revenue and profit reached new highs.

• I. Operating Performance in 2020

• Consolidated financial results

Operating Performance in 2020 1. Consolidated financial results	Operating Performance in 2020 1. Consolidated financial results	Operating Performance in 2020 1. Consolidated financial results	Operating Performance in 2020 1. Consolidated financial results	Operating Performance in 2020 1. Consolidated financial results
Unit: NT$thousands
Year Item	2020	2019	Growth amount	Growth rate
Sales revenue	146,502,789	120,491,417	26,011,372	21.59%
Grossprofit	21,302,840	15,862,156	5,440,684	34.30%
Profit after tax	7,959,505	5,587,210	2,372,295	42.46%
Basic earnings per share(After-tax) (in NT dollars)	9.42	6.61	2.81	42.51%
Diluted earnings per share (After-tax) (in NT dollars)	9.34	6.56	2.78	42.38%

2. Profitability analysis

2. Profitabilityanal	ysis
Item	Year	Financial Analysis for the Last Two-Years
		2020	2019
Financial structure(%)	Debt to asset ratio(%)	54.67	48.61
	Long-term capital to property, plant and equipment(%)	705.74	648.29
Solvency(%)	Current ratio(%)	169.13	188.25
	Quick ratio(%)	99.71	103.70
	Interest earned ratio(times) (%)	30,141.93	27,783.82
Profitability (%)	Return on assets(%)	11.51	9.71
	Return on shareholders’equity (%)	23.92	18.33
	Profit ratio(%)	5.43	4.64
	Basic after-tax EPS(NT$)	9.42	6.61

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1. Research and Development Status

2. As a benchmark brand in the global gaming field, MSI is the most trust-worthy name in the gaming and e-sports industry. We've dedicated countless hours and committed numerous resources to the e- sports community to be a strong supporter for the world's most aspiring and best gamers and used their knowledge and expertise in our products in return. MSI integrates the e-sports functions required by the players, saves the trouble of exploring and adjusting by the players themselves, and pushes the system performance to the extreme. MSI equals to True Gaming! -- a true e-sports brand. In addition to being recognized in the field of e-sports, MSI is also a pioneer and leading brand in the field of global digital content creation. The Content Creation series inherits the profound technology accumulated by MSI from the many years in e-sports, integrating accurate color gamut display, abundant battery life, excellent sound experience and powerful performance in a simple and stylish lightweight model. It is the best partner especially for design and creative work professionals in fields such as photography, image editing, 3D graphics, audio and video editing! Furthermore, the MSI Business and Productivity series is not only beautiful and light, but also has ultimate performance, information security protection and long-lasting power, with a boutique-like appearance made by simple and clean lines, just like the extraordinary taste of the successful business persons. MSI listens to the needs of customers and the market, invests in R&D and design resources to create high-quality and well received laptops, graphics cards, monitors, motherboards, desktops and accessories. The GAMING series launched has won unanimous praise from players. The Content Creation series, which is carefully crafted especially for the digital content creation community, is highly recognized in terms of artistic quality and efficiency, and has become a leader in the high-end product market. Besides, MSI integrates servers that conform to the concept of cloud, industrial computers that meet customer requirements, robots that lead smart life, and automotive electronics that realize humanity technology to provide the most complete AIoT solutions. It is also the leading brand in artificial intelligence, commercial and the Internet of Things market.

II.Operating Plan for 2021

To adjust to the future environment, MSI’s adopted operation guidelines, estimated goals and important sales strategies for 2021 are as follows:

1. operation guideline

2. (1) Sales and marketing aspect: progressively explore new markets and new customers and establish a long-term entrusted stable business relationship with customers with potentials and sound financial status to create mutual benefits.

3. (2) Product R&D aspect: Develop products which meet users’ needs.

4. (3) Manufacturing, quality and service aspect: continue implementing automated manufacturing to increase quality and efficiency. Improve repair and services to enhance customer satisfaction.

5. (4) In business management: Continue to improve operational efficiency.

6. (5) Finance aspect: uphold the principle of steady and stable operation, and control various financial risks.

7. Sales forecast and the analysis

We cover a wide range of products. While we continuously devote our efforts in the market of high-end products and pursuit of stable growth of each product, we will seek to increase the shipment in new product development and marketing, including motherboards, display cards, laptops, PCs, gaming monitors, gaming peripherals, servers, industrial computers, and auto electronics. We anticipate room for growth in the market. The company’s objective is to increase the overall revenue, and will proactively broaden the market share of every product.

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1. Important sales policies

2. (1) Production policy aspect: Always paying attention to the global major political and economic situations to respond to the possible change in market demand and the suppliers’ productivity. To increase capacity utilization rate by adopting planned procurement of components. To adopt flexible production to reduce stock level yet fulfilling customer’s order demand. To observe the dynamic of supply chains and to ensure an effective production of employees, equipment, materials, and manufacturing methods.

3. (2) Sales policy aspect: to provide good quality products that suit customers’ need. To gain a mutual success in sales target with our customers.

Looking forward into 2021, the COVID-19 pandemic still cannot be eliminated, and its impact on industry supply and demand still exists, however, the uncertainty towards the global ICT industry and the overall economic environment will gradually decrease. In the face of rapid changes in the external environment, the Company will continue to integrate departments such as business, marketing, R&D, and operation management to improve the operational performance. All colleagues will also promote various businesses concertedly, so that the performance can continue to grow. As the outside environment changes rapidly, we will coordinate the sales, marketing, R&D, and operational departments, and keep raising the operational performance. 2021 shipment forecast for motherboards and graphic cards is 24 million pieces. Our employees will work together to promote every business to maintain the continuous growth of performance.

I hereby on behalf of the MSI management team express our appreciation to all our shareholders, customers and suppliers. We also appreciate the hard efforts of all employees and directors made during the past year. We hope our shareholders will keep supporting and encouraging us. We will work harder to achieve a greater performance and sales results to share with you.

Sincerely yours,

Chairman ： Hsu, Hsiang CEO ： Huang,Chin-Ching Accounting Officer ： Lin, Hui-Chin

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Report No. 2

The Audit Committee's Review Report on the 2020 Financial Statements.

Audit Committee's Review Report

The Board of Directors has prepared the Company's 2020 Business Report, Financial Statements, and proposal for distribution of earnings. The CPA firm of PWC was retained to audit MSI's Financial Statements and has issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and earnings distribution proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Micro-Star International Co., Ltd. According to relevant requirements of the Securities and Exchange Act and the Company Law, we hereby submit this report.

Micro-Star International Co., Ltd.

Chairman of the Audit Committee: Wang, Sung-Chou

March 22, 2021

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Report No. 3 Report of Employees’ Compensation and Directors’ Compensation for 2020.

• (1) 2020 Employees’ Compensation and Directors’ Compensation distribution plan is in accordance with Article 235-1 of the Company Act and Article 19-1 of the Articles of Incorporation.

• (2) The company's 2020 profit before allocation of Employees’ Compensation and Directors’ Compensation of which an approximate 7.09% is distributed to Employees’ Compensation, count NT $725,000,000 (all cash distribution); of which 0.70% is distributed to Directors’ Compensation, count NT$71,500,000. Both Employees’ Compensation and Directors’ Compensation are distributed in cash.

• (3) The distribution above is resolved by the Company’s Remuneration Committee and the Board of Directors. The above figures are no difference from the amount recognized in 2020.

Report No. 4 Report of 2020 Earnings Distribution of cash dividends.

• (1)The Board of Directors is authorized to decide the distribution of partial or full dividends in cash, and report the decision to the shareholders meeting in accordance with Company Act in Paragraph 5 of Article 240 and Article 19 of the Articles of Incorporation. Shareholders’ meeting may explicitly stipulate in the Articles of Incorporation to authorize the distributable shareholders’ bonuses in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be reported to the shareholders’ meeting.

• (2)The distributable earnings of the year 2020 is NT$5,153,622,813 will be distributed in cash totally to Shareholders’ dividends (NT$6.1 pershare) have been approved by the board of directors on March 22, 2021. With the approval of the cash dividend by the meeting of shareholders, the chairperson will be authorized to determine the base date and distribution date of dividends. Cash dividends will be distributed up to one dollar (rounded down values below NT$1). The odd amount will be combined to the Company’s non-operating income.

• (3)The dividend rate changed after this date as the number of shares circulated on the market under the influence of the following factors: buying back of the company shares and transfer or revocation of treasury shares. The chairperson is authorized by the Board of Directors to make adjustment to such distribution at his discretion.

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Adoption Items

1.

Proposed by the Board

Proposal:

Adoption of 2020 Business Report and Financial Statements

Explanation:

• (1) MSI Company’s Financial Statements, including balance sheet, income statement, statement of changes in shareholders’ equity, and statement of cash flows, were audited by independent auditors, Liang, Hua-Ling and Lai, Chung-His of PricewaterhouseCoopers, Taiwan. (Please refer to page 9-12, 19-23.) Also Business Report and Financial Statements have been approved by the Board of Directors and examined by the Audit Committee.(Please refer to page 6.)

• (2) The audited financial statements refer to page13-18, 24-29.

Resolution:

2.

Proposed by the Board

Proposal:

Adoption of the Proposal for Distribution of 2020 Profits

Explanation:

• (1) The Board of Directors has adopted a Proposal for Distribution of 2020 Profits in accordance with Article 19 of the Articles of Incorporation. 2020 Earnings Distribution Table as below.

Micro-Star International Co., Ltd. Earnings Distribution Table of 2020

	（Unit: NT＄）
Items	Amount
Beginningunappropriated retained earnings	12,670,290,317
+(-)2020 Other comprehensive net income(loss)	(4,084,830)
(+)2020 Net Profit after Tax	7,959,505,509
(-)Legal Reserve	(795,542,068)
(+)Reverse Special Reserve	120,066,041
(-)Cash Dividends to Shareholders(NT$6.1per share)	(5,153,622,813)
EndingUnappropriated Retained Earnings	14,796,612,156

Note:

1. Profit of 2020 is prioritized for profit distribution this year.

2.The cash dividend distribution earnings of the year 2020 accordance with Company Act in Paragraph 5 of Article 240 and Article 19 of the Articles of Incorporation has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors and examined by the Audit Committee on March 22, 2021.

Chairman ： Hsu, Hsiang CEO ： Huang,Chin-Ching Accounting Officer ： Lin, Hui-Chin

Resolution:

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INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of MICRO‐STAR INTERNATIONAL CO., LTD. AND SUBSIDIARIES

Opinion

We have audited the accompanying consolidated balance sheets of MICRO-STAR INTERNATIONAL CO., LTD. AND SUBSIDIARIES (the “Group”) as of 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, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of 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 audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountants in the Republic of China (the “Norm”), and we have fulfilled our ethical responsibilities in accordance with the Norm. Based on our audits and the audit reports of other independent auditors, we believe that the audit evidences we have obtained are sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2020. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters. Key audit matters for the Group’s consolidated financial statements for the year ended December 31, 2020 are stated as follows:

Recognition of sales revenue generated from own-brand products Description

Please refer to Note 4(26) for accounting policies on revenue recognition. The sales revenue from own-brand products for the year ended December 31, 2020 is higher than previous year due to the substantial increase in demand for notebook computers and peripherals. The recognition of sales revenue generated from own-brand products is critical to the Group’s consolidated financial statements. Therefore, it was identified as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

• A. Obtained an understanding of and assessed internal controls in relation to sales revenue, and validated the operating effectiveness of those above-mentioned internal controls.

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• B. Obtained detailed listing of sales revenue from own-brand products in the current year, and validated supporting documents, including sales invoices, customer purchase orders and delivery documents to ensure the appropriateness of recognition.

• C. Inspected contents and relevant evidences in relation to sales returns and discounts occurring subsequent to the reporting period.

• D. Performed accounts receivable confirmation procedure to significant customers.

Estimation of allowance for inventory valuation losses

Description

Please refer to Note 4(13) for accounting policies on inventory valuation, Note 5(2) for the uncertainty of accounting estimates and assumptions applied on inventory valuation, and Note 6(6) for details of inventories. As of December 31, 2020, the balances of inventories and allowance for inventory valuation losses are NT$27,966,905 thousand and NT$484,368 thousand, respectively. The Group is primarily engaged in manufacturing and sales of motherboards, interface cards, notebook computers and other electronic products. Due to the rapid technological innovations and competition within the industry as well as frequent releases of new products resulting in potential price fluctuations, there is a higher risk of inventory losses due from market value decline or obsolescence. The Group recognises inventories at the lower of cost and net realisable value. As the monetary values of allowance for inventory valuation losses is critical to the financial statements as of December 31, 2020. Therefore, it was identified as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

• A. Inquired with management, and assessed the reasonableness in relation to the provision of allowance for inventory valuation losses.

• B. Validated the accuracy of the system logic in calculating the ageing of inventories, and confirmed the consistency with the Group’s policies.

• C. Validated the appropriateness of system logic of the report of individually identified obsolete inventory prepared by management and confirmed the consistency with the Group’s policies.

• D. Sampled and tested the net realisable value basis of the individual inventory and validated the appropriateness.

Other matter –Reference to audits of other independent auditors

We did not audit the financial statements of certain consolidated subsidiaries and investments accounted for under the equity method that are included in the consolidated financial statements. Those financial statements were audited by other independent auditors, whose reports thereon have been furnished to us, and our opinion expressed herein is based solely on reports of the other independent auditors. Total assets of the above-mentioned entities (including investments accounted for under the equity method) amounted to NT$18,755,869 thousand and NT$11,727,830 thousand as of December 31, 2020 and 2019, constituting 24% and 19% of consolidated total assets, respectively. Sales revenue of the above-mentioned entities amounted to NT$35,899,397 thousand and NT$23,178,240 thousand for the years ended December 31, 2020 and 2019, constituting 25% and 19% of consolidated total sales revenue, respectively.

Other matter – Parent company only financial reports

We have audited and expressed an unmodified opinion with other matter section on the parent company only financial statements of MICRO-STAR INTERNATIONAL CO., LTD. as of and for the years ended December 31, 2020 and 2019.

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

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

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

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

Independent auditors’ responsibilities for the audit of the consolidated financial statements

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

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

1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

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

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

5. Evaluate the overall presentation, structure and content of the consolidated financial statements,

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including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

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

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

Liang, Hua-Ling Lai, Chung-Hsi

For and on behalf of PricewaterhouseCoopers, Taiwan March 22, 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 report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

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MICRO-STAR INTERNATIONAL CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars) December31,2020 Assets Notes AMOUNT % Current assets 1100 Cash and cash equivalents 6(1) $ 18,585,955 24 1110 Financial assets at fair value through profit or loss - current 6(2) 203,737 - 1136 Current financial assets at amortised cost 6(4) 1,000,447 1 1150 Notes receivable, net 6(5) 113,287 - 1170 Accounts receivable, net 6(5) 21,867,246 28 1200 Other receivables 265,987 - 1220 Current income tax assets 34,759 - 130X Inventories, net 6(6) 27,482,537 35 1410 Prepayments 6(7) 1,807,513 3 11XX Total current assets 71,361,468 91 Non-current assets 1517 Non-current financial assets at fair value through other comprehensive income 6(3) 124,338 - 1535 Non-current financial assets at amortised cost 6(4) and 8 226,937 - 1600 Property, plant and equipment 6(8) and 8 5,130,094 7 1755 Right-of-use assets 6(9) 502,400 1 1760 Investment property - net 6(11) 207,637 - 1840 Deferred income tax assets 6(26) 769,613 1 1900 Other non-current assets 75,028 - 15XX Total non-current assets 7,036,047 9 1XXX Total assets $ 78,397,515 100 (Continued)	December31,2019	December31,2019
	AMOUNT $ 10,709,045 152,805 1,200,000 47,114 17,205,783 227,116 16,417 22,527,840 1,675,701 53,761,821 151,975 227,848 4,893,433 474,897 300,559 471,523 66,652 6,586,887 $ 60,348,708	%
Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1136 Current financial assets at amortised cost 1150 Notes receivable, net 1170 Accounts receivable, net 1200 Other receivables 1220 Current income tax assets 130X Inventories, net 1410 Prepayments 11XX Total current assets Non-current assets 1517 Non-current financial assets at fair value through other comprehensive income 1535 Non-current financial assets at amortised cost 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property - net 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets		18 - 2 - 29 - - 37 3
		89
		- - 8 1 1 1 -
		11
		100

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MICRO-STAR INTERNATIONAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019

		(Expressed in thousands of New	(Expressed in thousands of New	Taiwan dollars)
				December31,2020			December31,2019
	Liabilities andEquity		Notes	AMOUNT	%		AMOUNT	%
	Current liabilities
2100	Short-term borrowings	6(12)	$	3,000,000		4 $	1,500,000		3
2120	Financial liabilities at fair value	6(2)
	through profit or loss - current			103,885		-	24,943		-
2170	Accounts payable			27,177,751	35		20,391,520	34
2200	Other payables	6(13)		5,344,410		7	3,844,835		6
2230	Current income tax liabilities			1,604,500		2	402,714		1
2250	Provision for liabilities - current	6(16)		850,435		1	556,720		1
2280	Current lease liabilities			218,182		-	159,081		-
2365	Refund liabilities- current			3,555,792		5	1,636,499		3
2399	Other current liabilities, others			337,535		-	108,961		-
21XX	Total current liabilities			42,192,490	54		28,625,273	48
	Non-current liabilities
2540	Long-term borrowings	6(14)	and 8	-		-	15,095		-
2570	Deferred income tax liabilities	6(26)		6,928		-	27,214		-
2580	Non-current lease liabilities			225,548		1	247,767		1
2640	Net defined benefit liability, non-	6(15)
	current			220,314		-	221,974		-
2670	Other non-current liabilities, others			212,383		-	198,920		-
25XX	Total non-current liabilities			665,173		1	710,970		1
2XXX	Total liabilities			42,857,663	55		29,336,243	49
	Equity attributable to owners of
	parent
	Share capital	6(17)
3110	Share capital - common stock			8,448,562	11		8,448,562	14
	Capital surplus	6(18)
3200	Capital surplus			804,214		1	803,918		1
	Retained earnings	6(19)
3310	Legal reserve			5,541,298		7	4,982,577		8
3320	Special reserve			794,525		1	505,966		1
3350	Unappropriated retained earnings			20,625,711	26		17,065,967	28
	Other equity interest
3400	Other equity interest		(	674,458) (		1) (	794,525) (		1)
31XX	Equity attributable to owners of
	the parent			35,539,852	45		31,012,465	51
3XXX	Total equity			35,539,852	45		31,012,465	51
3X2X	Total liabilities and equity		$	78,397,515	100 $		60,348,708	100

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

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MICRO-STAR INTERNATIONAL CO., LTD. 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(20) $ 146,502,789 100 $ 120,491,417 100 6(6)(24) ( 125,199,949)( 85) ( 104,629,261) ( 87) 21,302,840 15 15,862,156 13 6(24) ( 7,053,359) ( 5 ) ( 5,508,321) ( 4) ( 1,345,054) ( 1 ) ( 1,070,509) ( 1) ( 3,724,340) ( 3 ) ( 3,315,224) ( 3) 7,741 - ( 15,696) - ( 12,115,012)( 9) ( 9,909,750) ( 8) 9,187,828 6 5,952,406 5 6(21) 88,822 - 82,368 - 6(22) 576,975 - 632,915 - 6(23) ( 224,787) - ( 125,710) - ( 31,945) - ( 23,546) - 409,065 - 566,027 - 9,596,893 6 6,518,433 5 6(26) ( 1,637,388)( 1) ( 931,223) ( 1) $ 7,959,505 5 $ 5,587,210 4 6(15) ($ 5,106) - ($ 10,079) - 6(3) ( 27,637) - - - 6(26) 1,021 - 2,016 - ( 31,722) - ( 8,063) - 147,704 - ( 288,559) - 147,704 - ( 288,559) - $ 115,982 - ($ 296,622) - $ 8,075,487 5 $ 5,290,588 4 $ 7,959,505 5 $ 5,587,210 4 $ 8,075,487 5 $ 5,290,588 4 6(27) $ 9.42 $ 6.61 $ 9.34 $ 6.56

4000 Sales revenue 5000 Operating costs 5900 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit gain(loss) 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 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the period Other comprehensive income Components of other comprehensive loss that will not be reclassified to profit or loss 8311 Actuarial loss on defined benefit plan 8316 Unrealised losses from investments in equity instruments measured at fair value through other comprehensive income 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 Components of other comprehensive loss that will not be reclassified to profit or loss Components of other comprehensive income (loss) that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss 8300 Total other comprehensive income (loss) for the period 8500 Total comprehensive income for the period Profit attributable to: 8610 Owners of the parent Comprehensive income attributable to: 8710 Owners of the parent Earnings per share (in dollars) 9750 Basic earnings per share 9850 Diluted earnings per share

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

~15~

MICRO-STAR INTERNATIONAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Notes 2019 Balance at January 1, 2019 Profit for the year Other comprehensive loss for the year Total comprehensive income (loss) Appropriation of 2018 earnings 6(19) Legal reserve Special reserve Cash dividends Cash distribution from capital surplus Due to donated assets received 6(19) Balance at December 31, 2019 2020 Balance at January 1, 2020 Profit for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) Appropriation of 2019 earnings 6(19) Legal reserve Special reserve Cash dividends Due to donated assets received Balance at December 31, 2020	Notes										Equity attributa	bl	e to owners ofth	e parent	e parent	e parent						Total equity
			Share capital - common stock				CapitalSurplus								Retained Earnings			Other Equity	In	terest
					Additional paid-in capital		Treasury stock transactions		Donated assets received		Employee stock warrants		Legal reserve		Special reserve		Unappropriated retained earnings	Financial statements translation differences of foreign operations	a f	Unrealized losses from financial ssets measured at air value through other comprehensive income
			$8,448,562 - - - - - - - - $8,448,562 $8,448,562 - - - - - - - $8,448,562	$1,050,563 - - - - - - ( 422,429 ) - $ 628,134 $ 628,134 - - - - - - - $ 628,134			$130,592 - - - - - - - - $130,592 $130,592 - - - - - - - $130,592		$ 434 - - - - - - - 298 $ 732 $ 732 - - - - - - 296 $ 1,028		$ 44,460 - - - - - - - - $ 44,460 $ 44,460 - - - - - - - $ 44,460		$4,378,464 - - - 604,113 - - - - $4,982,577 $4,982,577 - - - 558,721 - - - $5,541,298		$421,815 - - - - 84,151 - - - $505,966 $505,966 - - - - 288,559 - - $794,525	$15,976,937 5,587,210 ( 8,063 ) 5,579,147 ( 604,113 ) ( 84,151 ) ( 3,801,853 ) - - $17,065,967 $17,065,967 7,959,505 ( 4,085 ) 7,955,420 ( 558,721 ) ( 288,559 ) ( 3,548,396 ) - $20,625,711		($ 505,966 ) - ( 288,559 ) ( 288,559 ) - - - - - ($ 794,525 ) ($ 794,525 ) - 147,704 147,704 - - - - ($ 646,821 )	$ - - - - - - - - - $ - $ - - ( 27,637 ) ( 27,637 ) - - - - ($ 27,637 )		$29,945,861 5,587,210 ( 296,622 ) 5,290,588 - - ( 3,801,853 ) ( 422,429 ) 298 $31,012,465 $31,012,465 7,959,505 115,982 8,075,487 - - ( 3,548,396 ) 296 $35,539,852

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

~16~

MICRO-STAR INTERNATIONAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED 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 (including right-of-use assets and investment properties) Amortization Expected credit (gain) loss Net loss (gain) on financial assets and liabilities at fair value through profit or loss Interest expense Interest income Loss (gain) on disposal of property, plant and equipment Gain on lease modification Changes in operating assets and liabilities Changes in operating assets Financial assets at fair value through profit or loss Notes receivable, net Accounts receivable Other receivables Inventories, net Prepayments Other non-current assets Changes in operating liabilities Notes payable Accounts payable Other payables Provision for liabilities - current Refund liabilities- current Other current liabilities, others Net defined benefit liability Cash inflow generated from operations Interest received Interest paid Income tax paid Net cash flows from operating activities

Year ended December 31 Notes 2020 2019 $ 9,596,893 $ 6,518,433 6(24) 1,095,818 890,056 6(24) 200 224 ( 7,741 ) 15,696 31,850 ( 39,222 ) 31,945 23,546 6(21) ( 88,822 ) ( 82,368 ) 6(23) 540 ( 2,906 ) 6(9) ( 366 ) ( 214 ) 900 - ( 66,173 ) ( 11,931 ) ( 4,652,441 ) ( 1,179,668 ) ( 37,322 ) ( 70,951 ) ( 4,954,697 ) ( 474,978 ) ( 131,812 ) ( 294,679 ) 18,207 97,176 - ( 200 ) 6,786,231 5,457,896 1,497,850 427,104 293,715 55,625 1,919,293 ( 160,406 ) 215,321 16,728 ( 6,766 ) ( 5,714 ) 11,542,623 11,179,247 86,784 84,991 ( 29,945 ) ( 23,559 ) ( 774,794 ) ( 1,520,287 ) 10,824,668 9,720,392

(Continued)

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MICRO-STAR INTERNATIONAL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through other comprehensive income Acquisition of financial assets at amortised cost Proceeds from disposal of financial assets at amortised cost Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of investment properties Increase in refundable deposits Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term borrowings Repayment of the principal portion of lease liabilities Payment of long-term borrowings Increase (decrease) in guarantee deposits received Cash dividends paid Cash distribution from capital surplus Due to donated assets received Net cash flows used in financing activities Effect of exchange rate Net 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 6(3) $ - ($ 151,975 ) - ( 616,024 ) 200,464 - 6(8) ( 970,766 ) ( 982,667 ) 557 57,700 6(11) ( 316 ) ( 3,602 ) ( 22,474 ) ( 15,894 ) ( 792,535 ) ( 1,712,462 ) 1,500,000 ( 1,500,000 ) ( 239,125 ) ( 152,916 ) ( 1,039 ) ( 843 ) 13,463 ( 27,983 ) 6(19) ( 3,548,396 ) ( 3,801,853 ) 6(19) - ( 422,429 ) 296 298 ( 2,274,801 ) ( 5,905,726 ) 119,578 ( 208,839 ) 7,876,910 1,893,365 6(1) 10,709,045 8,815,680 6(1) $ 18,585,955 $ 10,709,045

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

~18~

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Shareholders of MICRO-STAR INTERNATIONAL CO., LTD.

Opinion

We have audited the accompanying parent company only balance sheets of MICRO-STAR INTERNATIONAL CO., LTD. (the “Company”) as at December 31, 2020 and 2019, and the related 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, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company 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 audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountants in the Republic of China (the “Norm”), and we have fulfilled our ethical responsibilities in accordance with the Norm. Based on our audits and the audit reports of other independent auditors, we believe that the audit evidences we have obtained are sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the parent company only financial statements for the year ended December 31, 2020. 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.

Key audit matters for the Company’s parent company only financial statements for the year ended December 31, 2020 are stated as follows:

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Recognition of sales revenue generated from own-brand products

Description

Please refer to Note 4(24) for accounting policies on revenue recognition. The sales revenue from own-brand products for the year ended December 31, 2020 is higher than previous year due to the substantial increase in demand for notebook computers and peripherals. The recognition of sales revenue generated from own-brand products is critical to the Company’s financial statements. Therefore, it was identified as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

• A. Obtained an understanding of and assessed internal controls in relation to sales revenue, and validated the operating effectiveness of those above-mentioned internal controls.

• B. Obtained detailed listing of sales revenue from own-brand products in the current year, and validated supporting documents, including sales invoices, customer purchase orders and delivery documents to ensure the appropriateness of recognition.

• C. Inspected contents and relevant evidences in relation to sales returns and discounts occurring subsequent to the reporting period.

• D. Performed accounts receivable confirmation procedure to significant customers.

Estimation of allowance for inventory valuation losses

Description

Please refer to Note 4(11) for accounting policies on inventory valuation, Note 5(2) for the uncertainty of accounting estimates and assumptions applied on inventory valuation, and Note 6(6) for details of inventories. As of December 31, 2020, the balances of inventories and allowance for inventory valuation losses are NT$27,539,446 thousand and NT$423,070 thousand, respectively.

The Company is primarily engaged in manufacturing and sales of motherboards, interface cards, notebook computers and other electronic products. Due to the rapid technological innovations and competition within the industry as well as frequent releases of new products resulting in potential price fluctuations, there is a higher risk of inventory losses due from market value decline or obsolescence. The Company recognises inventories at the lower of cost and net realisable value. As the monetary values of allowance for inventory valuation losses is critical to the financial statements as of December 31, 2020. Therefore, it was identified as a key audit matter.

How our audit addressed the matter

We performed the following audit procedures in respect of the above key audit matter:

• A. Inquired with management, and assessed the reasonableness in relation to the provision of allowance for inventory valuation losses.

• B. Validated the accuracy of the system logic in calculating the ageing of inventories, and confirmed the consistency with the Company’s policies.

~20~

• C. Validated the appropriateness of system logic of the report of individually identified obsolete inventory prepared by management and confirmed the consistency with the Company’s policies.

• D. Sampled and tested the net realisable value basis of the individual inventory and validated the appropriateness.

Other matter-Reference to audits of other independent auditors

We did not audit the financial statements of certain investments accounted for under the equity method that are included in the parent company only financial statements. Those financial statements were audited by other independent auditors, whose reports thereon have been furnished to us, and our opinion expressed herein is based solely on reports of the other independent auditors. Total assets of the above-mentioned investees (including investments accounted for under the equity method) amounted to NT$1,230,304 thousand and NT$1,097,458 thousand as at December 31, 2020 and 2019, constituting 1.52% and 1.75% of total assets, respectively. Comprehensive income of the abovementioned investees amounted to NT$121,586 thousand and NT$88,436 thousand for the years ended December 31, 2020 and 2019, constituting 1.51% and 1.67% of total comprehensive income, respectively.

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 the audit committee, are responsible for overseeing the Company’s financial reporting process.

Independent 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 ROC GAAS will always detect a material

~21~

misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

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

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

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

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

4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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.

~22~

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.

Liang, Hua-Ling

[Lai, Chung-Hsi ]

For and on behalf of PricewaterhouseCoopers, Taiwan March 22, 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 report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

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MICRO-STAR INTERNATIONAL CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Assets	December31,2020 Notes AMOUNT % 6(1) $ 15,776,634 20 6(2) 79,297 - 6(4) 1,000,000 1 6(5) 672 - 6(5) 13,004,695 16 7 10,287,629 13 219,767 - 6(6) 27,116,376 33 1,377,599 2 68,862,669 85 6(3) 124,338 - 6(7) 8,313,914 11 6(8) 2,660,668 3 6(9) 159,609 - 6(22) 713,301 1 24,723 - 11,996,553 15 $ 80,859,222 100 (Continued)	December31,2019	December31,2019
		AMOUNT $ 8,881,827 56,641 1,200,000 3,929 10,846,273 6,632,030 157,760 22,756,055 1,351,294 51,885,809 151,975 7,496,491 2,567,030 179,398 407,702 18,890 10,821,486 $ 62,707,295	%
Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1136 Current financial assets at amortised cost 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable - related parties 1200 Other receivables 130X Inventories, net 1410 Prepayments 11XX Total current assets Non-current assets 1517 Non-current financial assets at fair value through other comprehensive income 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets			14 - 2 - 18 11 - 36 2
			83
			- 12 4 - 1 -
			17
			100

~24~

MICRO-STAR INTERNATIONAL CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Liabilities andEquity

December31,2020 December31,2019 Notes AMOUNT % AMOUNT % 6(10) $ 3,000,000 4 $ 1,500,000 2 6(2) 103,885 - 24,943 - 26,409,577 33 19,764,458 32 6(11) 4,340,669 6 3,049,919 5 7 4,964,060 6 4,272,610 7 1,499,604 2 362,183 1 6(13) 873,229 1 579,337 1 97,029 - 71,892 - 3,418,122 4 1,555,509 2 215,875 - 65,353 - 44,922,050 56 31,246,204 50 6(22) 6,084 - 26,830 - 63,594 - 108,013 - 6(12) 220,314 - 221,974 1 107,328 - 91,809 - 397,320 - 448,626 1 45,319,370 56 31,694,830 51 6(14) 8,448,562 10 8,448,562 13 6(15) 804,214 1 803,918 1 6(16) 5,541,298 7 4,982,577 8 794,525 1 505,966 1 20,625,711 26 17,065,967 27 ( 674,458) ( 1) ( 794,525) ( 1) 35,539,852 44 31,012,465 49 $ 80,859,222 100 $ 62,707,295 100

Current liabilities 2100 Short-term borrowings 2120 Financial liabilities at fair value through profit or loss - current 2170 Accounts payable 2200 Other payables 2220 Other payables - related parties 2230 Current income tax liabilities 2250 Provisions for liabilities - current 2280 Current lease liabilities 2365 Refund liabilities-current 2399 Other current liabilities, others 21XX Total current Liabilities Non-current liabilities 2570 Deferred income tax liabilities 2580 Non-current lease liabilities 2640 Net defined benefit liability, non- current 2670 Other non-current liabilities, others 25XX Total non-current liabilities 2XXX Total Liabilities Equity Share capital 3110 Share capital - 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 3XXX Total equity 3X2X Total liabilities and equity

The accompanying notes are an integral part of these parent company only financial statements.

~25~

MICRO-STAR INTERNATIONAL CO., LTD. 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 amounts)

Items

YearendedDecember31 2020 2019 Notes AMOUNT % AMOUNT % 6(17) and 7 $ 144,805,966 100 $ 118,740,373 100 6(6)(20) and 7 ( 125,877,926)( 87) ( 105,097,585) ( 89) 18,928,040 13 13,642,788 11 6(20) and 7 ( 6,079,422) ( 4 ) ( 4,689,816) ( 4) ( 842,682) ( 1 ) ( 526,354) - ( 3,349,045) ( 2 ) ( 2,937,315) ( 2) 6(5) ( 2,446) - ( 4,095) - ( 10,273,595)( 7) ( 8,157,580) ( 6) 8,654,445 6 5,485,208 5 6(18) 49,551 - 57,384 - 216,357 - 240,016 - 6(2)(19) ( 138,396) - ( 50,864) - ( 21,446) - ( 13,504) - 6(7) 667,569 - 685,979 1 773,635 - 919,011 1 9,428,080 6 6,404,219 6 6(22) ( 1,468,575)( 1) ( 817,009) ( 1) $ 7,959,505 5 $ 5,587,210 5 6(12) ($ 5,106) - ($ 10,079) - ( 27,637) - - - 6(22) 1,021 - 2,016 - ( 31,722) - ( 8,063) - 147,704 - ( 288,559) - 147,704 - ( 288,559) - $ 115,982 - ($ 296,622) - $ 8,075,487 5 $ 5,290,588 5 6(23) $ 9.42 $ 6.61 $ 9.34 $ 6.56

4000 Sales revenue 5000 Operating costs 5900 Net operating margin Operating expenses 6100 Selling expenses 6200 General and administrative expenses 6300 Research and development expenses 6450 Expected credit loss 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 7070 Share of profit of associates and joint ventures accounted for using equity method, net 7000 Total non-operating income and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year Other comprehensive income Components of other comprehensive loss that will not be reclassified to profit or loss 8311 Other comprehensive loss, before tax, actuarial losses on defined benefit plans 8316 Unrealised losses from investments in equity instruments measured at fair value through other comprehensive income 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 Components of other comprehensive loss that will not be reclassified to profit or loss Components of other comprehensive income (loss) that will be reclassified to profit or loss 8361 Financial statements translation differences of foreign operations 8360 Components of other comprehensive income (loss) that will be reclassified to profit or loss 8300 Total other comprehensive income (loss) for the year 8500 Total comprehensive income for the year Earnings per share (in dollars) 9750 Basic earnings per share 9850 Diluted earnings per share

The accompanying notes are an integral part of these parent company only financial statements.

~26~

MICRO-STAR INTERNATIONAL CO., LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (Expressed in thousands of New Taiwan dollars)

2019 Balance at January 1, 2019 Profit for the year Other comprehensive loss for the year Total comprehensive income (loss) Appropriation of 2018 earnings Legal reserve Special reserve Cash dividends Cash dividends from capital surplus Due to donated assets received Balance at December 31, 2019 2020 Balance at January 1, 2020 Profit for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) Appropriation of 2019 earnings Legal reserve Special reserve Cash dividends Due to donated assets received Balance at December 31, 2020	Notes		Share capital - common stock				Capital	Surplus	Surplus						RetainedEarnings			Other EquityInterest	Other EquityInterest	Other EquityInterest		Total equity
					Additional paid-in capital		Treasury stock transactions		Donated assets received		Employee stock warrants		Legal reserve		Special reserve		Unappropriated retained earnings	Financial statements translation differences of foreign operations	a f	Unrealised losses from financial ssets measured at air value through other comprehensive income
	6(16) 6(16) 6(16)		$8,448,562 - - - - - - - - $8,448,562 $8,448,562 - - - - - - - $8,448,562	$1,050,563 - - - - - - ( 422,429 ) - $ 628,134 $ 628,134 - - - - - - - $ 628,134			$ 130,592 - - - - - - - - $ 130,592 $ 130,592 - - - - - - - $ 130,592		$ 434 - - - - - - - 298 $ 732 $ 732 - - - - - - 296 $ 1,028		$ 44,460 - - - - - - - - $ 44,460 $ 44,460 - - - - - - - $ 44,460		$4,378,464 - - - 604,113 - - - - $4,982,577 $4,982,577 - - - 558,721 - - - $5,541,298		$ 421,815 - - - - 84,151 - - - $ 505,966 $ 505,966 - - - - 288,559 - - $ 794,525	$15,976,937 5,587,210 ( 8,063 ) 5,579,147 ( 604,113 ) ( 84,151 ) ( 3,801,853 ) - - $17,065,967 $17,065,967 7,959,505 ( 4,085 ) 7,955,420 ( 558,721 ) ( 288,559 ) ( 3,548,396 ) - $20,625,711		($ 505,966 ) - ( 288,559 ) ( 288,559 ) - - - - - ($ 794,525 ) ($ 794,525 ) - 147,704 147,704 - - - - ($ 646,821 )	$ - - - - - - - - - $ - $ - - ( 27,637 ) ( 27,637 ) - - - - ($ 27,637 )		$29,945,861 5,587,210 ( 296,622 ) 5,290,588 - - ( 3,801,853 ) ( 422,429 ) 298 $31,012,465 $31,012,465 7,959,505 115,982 8,075,487 - - ( 3,548,396 ) 296 $35,539,852

The accompanying notes are an integral part of these parent company only financial statements.

~27~

MICRO-STAR INTERNATIONAL CO., LTD. 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 (including right-of-use assets) Amortization Expected credit loss Net loss (gain) on financial assets and liabilities at fair value through profit or loss Interest expense Interest income Share of profit of associates and joint ventures accounted for using equity method Gain on disposal of property, plant and equipment Gain on lease modification Changes in operating assets and liabilities Changes in operating assets Notes receivable, net Accounts receivable Accounts receivable due from related parties Other receivables Inventories, net Prepayments Changes in operating liabilities Notes payable Accounts payable Other payables Other payables - related parties Provisions for liabilities - current Refund liabilities - current Other current liabilities, others Net defined benefit liability Cash inflow generated from operations Interest received Interest paid Income tax paid Net cash flows from operating activities

Year ended December 31 Notes 2020 2019 $ 9,428,080 $ 6,404,219 6(8)(9)(20) 280,442 157,384 6(20) 3 4 6(5) 2,446 4,095 56,286 ( 22,921 ) 21,446 13,504 6(18) ( 49,551 ) ( 57,384 ) ( 667,569 ) ( 685,979 ) 6(19) - ( 11 ) 6(9) ( 53 ) ( 163 ) 3,257 ( 1,552 ) ( 2,160,868 ) ( 113,958 ) ( 3,655,599 ) ( 750,153 ) ( 60,584 ) ( 70,283 ) ( 4,360,321 ) ( 589,004 ) ( 26,305 ) ( 235,903 ) - ( 200 ) 6,645,119 5,105,653 1,288,865 295,762 691,450 600,849 293,892 64,736 1,862,613 ( 147,149 ) 150,522 37,814 ( 6,766 ) ( 5,714 ) 9,736,805 10,003,646 48,128 61,236 ( 19,561 ) ( 13,859 ) ( 656,478 ) ( 1,403,648 ) 9,108,894 8,647,375

(Continued)

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MICRO-STAR INTERNATIONAL CO., LTD. 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 INVESTING ACTIVITIES Acquisition of financial assets at amortised cost Proceeds from disposal of financial assets at amortised cost Acquisition of financial assets at fair value through other comprehensive income Acquisition of investment accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term borrowings Repayment of the principal portion of lease liabilities Increase (decrease) in guarantee deposits received Cash dividends paid Cash distribution from capital surplus Due to donated assets received Net cash flows used in financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

Year ended December 31 Notes 2020 2019 $ - ($ 471,064 ) 200,000 - 6(3) - ( 151,975 ) ( 2,150 ) - 6(8) ( 270,927 ) ( 298,543 ) - 13 ( 5,836 ) ( 13,291 ) ( 78,913 ) ( 934,860 ) 1,500,000 ( 1,500,000 ) ( 102,593 ) ( 62,065 ) 15,519 ( 24,081 ) 6(16) ( 3,548,396 ) ( 3,801,853 ) 6(16) - ( 422,429 ) 296 298 ( 2,135,174 ) ( 5,810,130 ) 6,894,807 1,902,385 6(1) 8,881,827 6,979,442 6(1) $ 15,776,634 $ 8,881,827

The accompanying notes are an integral part of these parent company only financial statements.

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Discussion Items

1. Proposed by the Board

Proposal:

Amendment to the ‟Rules of Shareholders’ Meeting” of the Company. Please proceed to discuss.

Explanation:

In accordance with the laws, the Company hereby proposes amendments to the some articles of the Company’s ‟Rules of Shareholders’ Meeting”. Please refer to page 33~34,35 (Appendix 1,1-1) of the revision in the Meeting Agenda Handbook.

Resolution:

Election Items

1. Proposed by the Board

Proposal:

Election of Directors. Please vote.

Explanation:

• (1) The present directors of the Company were elected at shareholders’ meeting on June 15, 2018 for a term of three years and the term will expire on June 14, 2021. Apprvoed by the Board meeting on March 22, 2021, directors will be re-elected at 2021 shareholders’ meeting.

• (2) In accordance with Article 14 of MSI's Articles of Incorporation, eleven directors (including three independent directors) will be elected by shareholders' general meeting this year. The new directors will serve a term of three years starting from June 11, 2021and expiring on June 10, 2024.

• (3) Directors shall be elected by adopting candidates nomination system as specified in Article 192-1 of the Company Law. Shareholders shall elect the directors (including independent directors) from the list of the nominated candidates below:

Title	Shareholder No. or ID No	Education	Current Job
	Name	Experience		Representative
Director	1	The electronic engineering from National ChengKungUniversity.	Chairman of MSI Director & President of MICRO-STAR NETHERLANDS HOLDING B. V.	MICRO STAR INTERNATIONAL CO.,LTD.
	Hsu,Hsiang	The engineer of Sony Industries Taiwan Co.,Ltd.
Director	5	The electronics from Chung Yuan Christian University.	Vice Chairman and The President of MSI Director & President of the following companies: MSI COMPUTER (AUSTRALIA) PTY. LTD. MSI COMPUTER (CAYMAN) CO., LTD. Director of the following company: MSI COMPUTER CORP. Executive Director of the following company: MSI ELECTRONIC (KUNSHAN) CO., LTD.	MICRO STAR INTERNATIONAL CO., LTD. MICRO STAR INTERNATIONAL CO., LTD. MICRO STAR INTERNATIONAL CO., LTD. MICRO ELECTRONICS
	Huang,Chin-Ching	The engineer of Sony Industries Taiwan Co., Ltd.
Director	9	The electronics from Feng Chia University.	Senior Vice President of MSI Director & President of the following companies: MICRO-STAR INTERNATIONAL (B.V.I) HOLDING CO., LTD. MSI POLSKA SP. Z O.O Director of the following company: MSI COMPUTER CORP. Executive Director ofthe following companies:	MSI PACIFIC MSI HOLDING MICRO STAR INTERNATIONAL CO., LTD.
	Yu,Hsien-Neng	The engineer of Sony Industries Taiwan Co., Ltd.

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					MSI COMPUTER (SHENZHEN) CO., LTD. SHENZHEN MEGA INFORMATION CO.,LTD.	MSI COMPUTER (SHENZHEN) CO., LTD. SHENZHEN MEGA INFORMATION CO.,LTD.	MSI(B.V.I) MSI PACIFIC
Director	10		The electronic engineering from the Lien Ho Industrial and Technological Junior College.		Senior Vice President of MSI Director & President of MSI COMPUTER JAPAN CO., LTD. Director of the following company: MSI COMPUTER (AUSTRALIA) PTY. LTD.		MICRO STAR INTERNATIONAL CO., LTD. MICRO STAR INTERNATIONAL CO.,LTD.
	Lin,Wen-Tung		The engineer of Sony Industries Taiwan Co., Ltd.
Director	99		The master of business administration from Universityof SouthernQueensland		ExecutiveVice President &NB BU GM of MSI
	Kuo,Hsu-Kuang		The manager of Chun-ShengComputer
Director	492		The master of business administration from Universityof South Australia		ExecutiveVice President &GNP BU GM of MSI
	Liao,Chun-Keng		The sales manager of Magic Systech Inc
Director	11864		ITI International Business Administration Program Shih Chien College of Design and Management		ExecutiveVice President &CND BU GM of MSI The Executive Director of the following company: MSI (ShenZhen) Co., Ltd.		STAR INFORMATION HOLDING CO., LTD
	Hung,Yu-Sheng		MA of Pou Chen Group
Director		A22412****	Department of Foreign Languages and Literatures,National Taiwan University.		Vice President of Procurement Division of	MSI
		Chen,Te-Ling	D‐LINK CORPORATION Administrator
Title		Shareholder No. or I	D No	Education			Current Job
		Name		Experience
Independent Director		26		The master of accountingfrom National Taipei University.		Accountant of Chung Feng Accounting Firm
		Hsu,Jun-Shyan		Supervisor of MSI TUNG SHING & CO. C.P.A.
Independent Director		461		Criminal investigation of Central Police University.		Independent Director of MSI Li Tsai Attorneys-At-Law
		Hsu,Kao-Shan		Attorneyof YungJan Attorneys‐At‐Law
Independent Director		P12021****		The master of science in finance from The CityUniversityof New York.		Independent Director of MSI
		Liu ,Cheng-Yi		Independent Director of JOCHU TECHNOLOGY CO., LTD. Director of Administration Division of Micro-Star International Co., Ltd. Supervisor of TXC Administration Division of MSI The Assistant Manager of Twin Head International Corp.

Reasons for nominating a candidate who has already served as an Independent Director for three consecutive terms or more: Director Liu ,Cheng-Yi meets the qualifications provided in the "Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies", and can supervise the board of directors and provide professional opinions when performing the duties as an Independent Director. He continues to be nominated as a candidate for the independent directorship this time.

(4) The “Procedures for Election of Directors” of the Company. Please refer to Appendix 3 (page 40~41) for the revision in the Meeting Agenda Handbook.

Election Results:

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Extempore motions

Appendix

1. “Rules of Shareholders’ Meeting” and the Comparison Table of the revision

2. “Articles of Incorporation”

3. “Rules for Election of Directors”

4. “Shareholding status of Directors”

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Appendix 1

Shareholders Meeting Rules of Micro-Star International Co., Ltd.

Article 1

The shareholders meeting rules of the Company is promulgated in accordance with Article 182-1 of the Company Act. Article 2

Shareholders attending the Meeting shall submit the attendance card for the purpose of signing in. The number of shares represented by shareholders attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders.

Article 3

When the Company holds a shareholders meeting, it may opt for the shareholders to exercise voting rights by correspondence or electronic means.

Shareholders exercising voting rights by electronic means shall cast their votes through the Company designated electronic voting platform.

The attendance and voting at the shareholders meeting shall be calculated based on the shares.

Article 4

The place of the shareholders meeting shall be at the office of the Company or at a location convenient to the shareholders and suitable for convening a shareholders meeting. The time of the meeting may not be earlier than 9 a.m or later than 3 p.m.

Article 5

When the shareholders meeting was convened by the Board of Directors, the shareholders meeting shall be presided by the Chairman of the Board of Directors. If the Chairman is absent or is unable to exercise the duties for certain reasons, the vice-Chairman shall act on his/her behalf. If the vice-Chairman is absent or is unable to exercise the duties for certain reasons, the Chairman may designate the managing director to act on his/her behalf; if there is no managing director, one of the directors may be designated to act on his/her behalf. Where the Chairman does not designate a proxy, the managing director or directors may elect a person among themselves to act on behalf of the Chairman.

When the shareholders meeting was convened by other persons who have the convening right, the shareholders meeting shall be presided by the convener.

Article 6

The Company may designate attorneys, accountants or relevant personnel engaged to be present in the shareholders meeting. The staffs handling the shareholders meeting shall wear identification cards or arm-band. Article 7

The Company shall sound record or video record the whole process of the shareholders meeting and shall preserve it for at least one year. Article 8

Upon the starting time of the meeting, the chairman shall order the meeting to begin. and announce the relevant information such as the number of non-voting rights and the number of shares present. However, where the shareholders present represent half or less than half of the total outstanding shares, the chairman may postpone the meeting for a total of two times. The postponed time may not in total exceed one hour. Where after two postponements, the shareholders present still do not meet the quorum but represent one-third or more of the total outstanding shares, a tentative resolution may be passed in accordance with Paragraph 1, Article 175 of the Company Act. If the shares present represent more than half of the total outstanding shares before the end of the meeting, the chairman may propose the tentative resolution to the shareholders meeting for voting in accordance with Article 174 of the Company Act. Article 9

The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the Board of Directors. Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the agenda. The above provision applies mutatis mutandis to cases where the Meeting is convened by any person, other than the Board of Directors, entitled to convene such Meeting. Unless otherwise resolved at the Meeting, the chairman cannot announce adjournment of the Meeting before all the discussion items (including special motions) listed in the agenda are resolved.

The shareholders shall not designate any other person as chairman and continue the Meeting in the same or other place after the Meeting is adjourned. However, in the event that the Chairman adjourns the Meeting in violation of these Rules and Procedures, the shareholders may designate, by a majority of votes represented by shareholders attending the

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Meeting, one person as chairman to continue the Meeting. Article 10

Before a shareholder makes a statement, he/she must complete a statement slip stating the subject of the statement, the shareholder number (or attendance card number) and shareholder name, and the chairman shall determine the order of his/her statement. Where a shareholder present only completed a statement slip but did not make a statement, he/she will be deemed to not have made a statement. Where the statement made is inconsistent with that stated on the statement slip, the statement made will prevail. When a shareholder present makes a statement, the other shareholders may not make a statement and interfere, unless consent is obtained from the chairman and the shareholder making the statement. The chairman shall restrain such interfering shareholder.

Article 11

For each proposal, a shareholder may not make more than two statements, unless consent is obtained from the chairman. Each statement may not exceed five minutes. The chairman may restrain the shareholder form making the statement if he/she violates the above provisions or has exceeded the scope of the proposal.

Article 12

Where an institution is delegated to attend the shareholders meeting, it may only appoint one representative to attend. Where the institution appoints two or more

representatives to attend the shareholders meeting, only one person may make a statement for each proposal. Article 13 After a shareholder makes a statement, the chairman may respond him/herself or designate a relevant person to respond. Article 14 Where the chairman believes that the proposal discussed may be resolved, he/she may announce the ending of the discussion and propose that votes be made.

The votes for the proposals shall be calculated by the votes casted on the spot plus the votes casted by electronic voting. Article 15

The personnel supervising and calculating the votes for the proposals shall be designated by the chairman, but the supervising personnel shall be a shareholder. The result of the votes shall be announced on the spot and recorded. Article 15-1 The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 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 16 During the meeting, the chairman may announce recesses at his/her own discretion. Article 17 Unless otherwise specified in the Company Act and the Articles of Incorporation, resolutions at a shareholders meeting shall be adopted by a majority vote of the shareholders present. When making a resolution, if shareholders present have no objections upon the inquiry of the chairman, it will be deemed as adopted and its effect shall be the same as resolution by voting. Article 18 When a proposal has an amendment or a replacement, the chairman may combine it with the original proposal and determine the order of resolution. If one of the proposals is resolved, the other proposals will be deemed as rejected and there is no need to make another resolution. Article 19

The chairman may instruct the security officer to assist in maintaining the order of the meeting. The security officer shall wear an arm-band with the word "Security" when assisting in the maintenance of the order of the meeting. Article 20 The Rule shall be approved by the shareholders’ meeting, so does the amendment. The first version established on January 19, 1998; The second version amended on March 3, 2000; The third version amended on May 16, 2002; The fourth version amended on June 17, 2014; The fifth amendment was made on June 11, 2021.

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Appendix 1-1

Comparison Table for the “Rules of Shareholders’ Meeting” Before and After Revision

	AFTER THE REVISION	BEFORE THE REVISION	Remarks
	Article8 Upon the starting time of the meeting, the chairman shall order the meeting to beginand announce the relevant information such as the number of non-voting rights and the number of shares present.However, where the shareholders present represent half or less than half of the total outstanding shares, the chairman may postpone the meeting for a total of two times. The postponed time may not in total exceed one hour. Where after two postponements, the shareholders present still do not meet the quorum but represent one-third or more of the total outstanding shares, a tentative resolution may be passed in accordance with Paragraph 1, Article 175 of the Company Act. If the shares present represent more than half of the total outstanding shares before the end of the meeting, the chairman may propose the tentative resolution to the shareholders meeting for voting in accordance with Article174ofthe CompanyAct.	Article8 Upon the starting time of the meeting, the chairman shall order the meeting to begin. However, where the shareholders present represent half or less than half of the total outstanding shares, the chairman may postpone the meeting for a total of two times. The postponed time may not in total exceed one hour. Where after two postponements, the shareholders present still do not meet the quorum but represent one-third or more of the total outstanding shares, a tentative resolution may be passed in accordance with Paragraph 1, Article 175 of the Company Act. If the shares present represent more than half of the total outstanding shares before the end of the meeting, the chairman may propose the tentative resolution to the shareholders meeting for voting in accordance with Article 174 of the Company Act.	In response to revised the relevant.
	Article 15-1 The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected. The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 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.		To comply with the amended Regulations.
	Article 20 The Rule shall be approved by the shareholders’ meeting, so does the amendment. The first version established on January 19, 1998; The second version amended on March 3, 2000; The third version amended on May 16, 2002; The fourth version amended on June 17, 2014; The fifth amendment was made on June 11, 2021.	Article 20 The Rule shall be approved by the shareholders’ meeting, so does the amendment. The first version established on January 19, 1998; The second version amended on March 3, 2000; The third version amended on May 16, 2002; The fourth version amended on June 17, 2014.	To increase the date of the amendment.

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Appendix 2

Articles of Incorporation of Micro-Star International Co., Ltd. (the "Company")

Section I - General Provisions

Article l - The Company is incorporated in accordance with the Company Act, with the name of 微星科技股份有限公司 , and the English name of Micro-Star International Co., Ltd.

• Article 2 - The purpose for which the Company is formed shall be as follows:

• Design of various computer hardware and software and manufacture, sale and purchase of computer products, parts and components;

• Manufacture and sale of electronic components and parts;

• Import-export trading business in relation of the foregoing businesses;

• Agency business for quotation, bid and distribution of related products;

• CC01030 Manufacturing business of electric appliances; 6. CC01060 Manufacturing business of wired communications equipments;

• CC01070 Manufacturing business of wireless communications equipments;

• CE01030 Manufacturing business of optical devices;

• CH01040 Manufacturing business of toys;

• F109040 Wholesale business of toys and entertainment products;

• F113020 Wholesale business of electric appliances;

• F113050 Wholesale business of office machines and equipments;

• F113070 Wholesale business of telecommunications equipments and materials;

• F209030 Retail business of toys and entertainment products;

• F213030 Retail business of office machines and equipments;

• F213060 Retail business of telecommunications equipments and materials;

• F213010 Retail business of electric appliances;

• CC01101 Manufacturing business of regulated RF telecommunications equipments and materials;

• F401021 Import business of regulated RF telecommunications equipments and materials;

• CF01011 Manufacturing business of medical equipments;

• F108031 Wholesale business of medical equipments;

• F208031 Retail business of medical equipments;

• CE01010 Manufacturing business of general equipments; and

• ZZ99999 All other businesses not prohibited or restricted by laws and regulations except businesses requiring special permits.

Article 3 - The Company may provide guarantees to others in the same industry when necessary for its business, subject to the approvals of the Board of Directors.

• Article 4 - The total amount of the investment by the Company is not subject to the limit of forty percent of the Company’s issued and outstanding capital stock as provided for in the Republic of China Company Act.

• Article 5 - The Company shall have its headquarters office in New Taipei City, Taiwan and may, when necessary, set up branch offices worldwide according to the resolution adopted at the meeting of the Board of Directors.

Article 6

• Deleted

Section II - Capital Stock

Article 7 - The total authorized capital stock of the Company shall be in the amount of NT$15,000,000,000 divided into 1,500,000,000 shares, at a par value of NT$10 each. Within the capital stock, 80,000,000 shares are reserved for the issuance of employee stock warrants. The aforementioned capital stock may be issued in installments subject to the resolution of the Board of Directors.

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In the event that the Company may purchase their own shares in accordance with laws, the Board of Director is authorized to do so pursuant to laws and regulation.

• Article 7-1The exercise price of employee stock warrants is less than the common stock closing price of issuance date shall be voted in favor by the majority present at a shareholders' meeting at which shareholders of more than two-thirds of the issued and outstanding shares present. Lower than the actual average price of the shares of treasury stock, the transfer of shares to employees shall be voted in favor by the majority present at a shareholders' meeting at which shareholders of more than two-thirds of the issued and outstanding shares present.

• Article 8 - The stock certificates of the Company shall be in registered form and issued after being signed and affixed with the seal specimen by three or more directors of the Company, being assigned serial numbers and being authenticated in accordance with law.

• When issuance of new shares, the share certificates of the new issuance may be printed in combination form but shall be held in custody by centralized securities depository institutions. The shares may be made in non-printed form but shall be registered in centralized securities depository institutions.

• Article 9 - Registration on shareholders' register for share transfer shall be suspended for sixty days before any ordinary shareholders' meeting, thirty days before any extraordinary shareholders' meeting, and five days before the record date for determination of the shareholders entitled to dividends or any other profits distribution by the Company.

Section III - Shareholders' Meeting

• Article 10 - Shareholders' meetings of the Company are two kinds: ordinary shareholders' meetings and extraordinary shareholders' meetings. Ordinary shareholders' meetings shall be convened at least once a year by the Board of Directors in accordance with law within six months after the close of each fiscal year and notify each shareholder thirty days in advance. Extraordinary shareholders' meetings shall be convened whenever necessary and notify each shareholder fifteen days in advance.

• Above mentioned notification shall provide the date, location and agenda of the meeting. Except the rule governed by the Company Act, shareholders’ meeting shall be convened by the Board of Directors.

• Article 11 - If a shareholder is unable to attend a shareholders' meeting, he/she may execute and issue a proxy in the form as printed by the Company and specify the scope of the proxy. The use of proxies and calculation of voting rights under agency shall be governed by Company Act and the "Rules of Using Proxies When Attending Shareholders' Meeting of Public-Listed Companies" promulgated by the regulatory authorities.

• Article 12 - Shareholders shall be entitled to one vote for each share held by them. Shares held by the Company in accordance with Paragraph 2, Article 179 of Company Act shall not be entitled to voting rights.

• Article 13 - Any resolution at a shareholders' meeting shall, unless otherwise provided for in Company Act, be adopted if voted in favor by the majority present at a shareholders' meeting at which shareholders of more than one-half of the issued and outstanding shares present.

Section IV - Directors and Supervisors

• Article 14 - The Company shall have seven to eleven directors. The term of the directors and supervisors shall be three years. The directors and supervisors shall be eligible for re-election and shall be elected from persons with legal capacity at a shareholders' meeting.

• The board of directors of a company shall have at least three independent directors among the directors elected in accordance with the preceding Paragraph of this Article. The election of directors shall adopt the candidates nomination system. Non-independent directors and independent directors shall be elected together and the elected quota of which shall be calculated separately. Among the directors elect, candidate to whom the ballots cast represent a prevailing number of votes shall be dependent directors and the rest be independent directors. The total shareholding of the directors shall be governed by the "Rules Governing the

• Percentage and Inspection of the Shareholding of Directors and Supervisors of Public-listed Companies."

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Enhancing supervision functions and strengthening management mechanisms, the board of directors of the Company may set up Functional committees.

Functional committees shall adopt an organizational charter to be approved by the board of directors, the organizational charter shall contain the number of directors, terms, and authorization of committee.

• Article14-1- In the event the Company establishes an Audit Committee in accordance with Article 14.4 of the Securities Exchange Act, the date of Audit Committee establishment shall be date of abolition of supervisors. The rules regarding to the supervisors of the Companies Act, the Securities Exchange Act shall apply to the Audit Committee.

• The functions and exercise of powers of the Audit Committee shall be governed by “Regulations Governing the Exercise of Powers by the Audit Committee of a Public Company” and relevant government authorities’ regulations.

• Article 15 - The Board of Directors shall be composed of directors. The Chairman and Vice Chairman shall be elected from among the directors pursuant to Article 208 of Company Act. The Chairman of the Board of Directors shall have the authority to represent the Company externally.

• Article 16 - The board meeting unless otherwise provided for in this Act, shall be called by the Chairman. The Chairman of the Board of Directors shall act as the chairman. In the event that the Chairman of the Board of Directors is at leave or cannot execute his duties for any cause, the attorney-in-fact shall handle pursuant to Article 208 of Company Act. In case of his/her absence of a director, the director may, by issuing a proxy specifying the scope of agency, designate one of the other directors to act for and on his/her behalf. A director may only act for one other director. If the board meeting is conducted through videoconference, the directors shall be deemed attending the board meeting in person is participating the meeting through videoconference.

• In calling a meeting of the Board of Directors, a notice setting forth therein the subjects to be discussed at the meeting shall be given to each director no later than 7 days prior to the scheduled meeting date. However, in the case of emergency, the meeting may be convened at any time.

• The notice of calling a meeting of the Board of Directors may be delivered by means of a written notice, email, or fax.

• Article 16-1 - Any resolution at a Board meeting shall be adopted if voted in favor by the majority present at a Board meeting at which more than half of the Directors are present unless otherwise stipulated in Company Act.

• Article 16-2- Deleted.

• Article 16-3- The Company may authorize the Board of Directors to have liability insurance for all the directors during their tenure of the Board.

• Article 16-4 - The remuneration of directors shall be discussed and decided by the Board of Directors referencing the standard generally adhered by other companies of the sameindustry.

Section V - Managers

• Article 17 - The Company may have one president. The appointment, removal and remuneration of the president shall be conducted in accordance with Article 29 of Company Act.

Section VI - Accounting

• Article 18 - The fiscal year of the Company is calendar year. At the end of each fiscal year, the Board of Directors shall prepare (1) report of business operation, (2)financial statements, (3) proposal for appropriation of earnings or covering of loss, etc, and send the same to the ordinary shareholders meeting for their recognition in accordance with relevant laws and regulations.

• Article 19 - The Company is in a highly changeable industry. Many high-end lucrative products are in growth. The distribution of dividends shall be made taking into consideration the needs of Company future development and operation, and the interests of shareholders. If the annual results shall have profit, such profits should first pay all taxes and reimburse accumulative loss, then take 10% legal reserve, reserve or reverse special reserve according to the Company Act. After previous deductions and reserves, the Company can take 10% to 90% of the distributable earnings plus undistributed retained earnings as bonus proposed by the board of directors. The

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bonus distributed in cash at whole or partially can be decided by the board Board’s majority resolution and report to the shareholders’ meeting. If the bonus will be distributed by the issuance new shares, the issuance shall be approved by the shareholders’ meeting.

Shareholders’ bonus shall be distributed in accordance with the percentage of the shares owned among the total outstanding shares of the Company. Shareholders’ bonus can be distributed through the forms of cash and stock dividends. In such distribution combination, cash dividends shall be counted no less than 30% of the total distributed bonus.

In the event there are deductions under the account of shareholder's equity which cannot be allocated from after-tax profits of the current fiscal year, whether accumulated from previous year or occurred in the current year, the Company shall allocate sufficient special reserves from the beginning aggregate balance of undistributed earnings and subtract such shareholder equity deductions before profits distribution.

• Article 19-1- The pre-tax income of the current fiscal year shall first offset the accumulated deficits. If the balance is positive, then the Company shall allocate the remuneration to be distributed to employees, directors in accordance with the following ratio.

• Employee remuneration in the percentage of 6% to 10%. Individuals eligible for employee remuneration include the Company’s employees and the employees of the Company’s subsidiaries meeting certain requirements. Such requirements are to be set by the Board of Directors.

• Remuneration to be distributed to directors shall not exceed 1%. The decision of the percentage of remuneration to be distributed to employees, directors and supervisors set forth in the preceding Paragraph, the forms of distribution (cash or stock dividends) and the amounts and shares thereof shall be made through the special resolutions of the Board of Directors and reported to the shareholder’s meeting.

• Article 20 - According to provisions of Company Act Article 241 ， the Company is able to authorize the Board to distribute legal reserve or capital surplus in cash at whole or partially with majority resolution and report at the shareholders’ meeting. Alternatively, the distribution can be issuance new shares upon the approval of shareholders’ meeting.

Section VII - Supplementary Provisions

• Article 21 - Matters not provided for in these Articles of Incorporation shall be governed by Company Act.

• Article 22 - These Articles of Incorporation were entered into on July 23, 1986. The first amendment was made on June 30, 1989;The second amendment was made on March 26, 1990; The third amendment was made on June 25, 1991; The fourth amendment was made on April 25, 1994; The fifth amendment was made on May 30, 1995;The sixth amendment was made on June 11, 1996;

• The seventh amendment was made on August 30, 1996; The eighth amendment was made on April 19, 1997; The ninth amendment was made on February 28, 1998; The tenth amendment was made on September 18, 1998; The eleventh amendment was made on May 20, 1999; The twelfth amendment was made on May 4, 2000;The thirteenth amendment was made on May 10, 2001; The fourteenth amendment was made on May 10, 2001; The fifteenth amendment was made on May 16, 2002; The sixteenth amendment was made on May 28, 2003; The seventeenth amendment was made on May 28, 2003; The eighteenth amendment was made on June 9, 2004; The nineteenth amendment was made on June 14, 2005;The twentieth amendment was made on June 14, 2006; The twenty-first amendment was made on June 13, 2007;The twenty-second amendment was made on June 11, 2008; The twenty-third amendment was made on June 16, 2009; The twenty-forth amendment was made on June 10, 2010; The twenty-fifth amendment was made on June 9, 2011; The twenty-sixth amendment was made on June 17, 2014;The twenty-seventh amendment was made on June 16, 2016; The twenty-eighth amendment was made on June 15, 2018; The twenty-nineth amendment was made on June 14, 2019. The thirtieth amendment was made on June 10, 2020.

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Appendix 3

Micro-Star International Co., Ltd. ‟Rules for Election of Directors”

Article 1

Unless otherwise provided in the Company Law or the Articles of Incorporation of this Company, the directors of this Company shall be elected in accordance with the rules specified herein. Election of directors of this Company shall be held at the shareholders' meeting. Article 2

The Directors of the Company shall be elected by the shareholders’ meeting from among the persons with disposing capacity.

Article 3

Unless otherwise provided by the Company Act or the Articles of Incorporation of the Company, the election of Directors, each common share with a voting right is entitled to the number of ballots which are equivalent to the numbers of directors to be elected, they can be voted to only one candidate or a few candidates.

Article 3-1

The election of independent directors and non-independent directors shall be held together; but elected places shall be calculated separately. The elected candidates shall base on the total voting rights received.

Article 4

The numbers including non-independent directors and independent directors of the Company shall be provided by the Articles of Incorporation of the Company. In the election for the directors and supervisors of the Company, the candidates receiving ballots representing the highest number of voting rights sequentially shall be elected. A candidate simultaneously elected as a director and supervisor shall, at the candidate's own discretion, decide to serve as either director or supervisor.

Article 5

Deleted

Article 6

At the beginning of the election, the Chairman shall appoint several persons each to check and record the ballots. Article 7

The ballot boxes shall be prepared by the Board of Directors and laid open for inspection in public by the voting supervisory personnel before the voting begins. Article 8

The Board of Directors shall prepare the blank ballots for election of directors according to the number of them to be elected which shall indicate the weight of the vote and distribute the ballots to the shareholders present at the relevant shareholders meeting.。

Article 9

If the candidate is a shareholder, a voter must enter the candidate’s account name and shareholder account number in the “candidate” column of the ballot. For a non-shareholder, the voter shall enter the candidate’s full name and ID number. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate’s account name in the ballot paper or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the name of each respective representative shall be entered.

Article 10

A ballots is invalid under any of the following circumstances:

1.The ballots was not prepared by the company;

2.A blank ballots is cased into the ballot box;

3.The handwriting is unclear and illegible;

4.The candidate elected is a shareholder, the identity and shareholder account number thereof are not in conformity with those specified in the shareholders’ roster; or if the candidate elected is not a shareholder, the name and uniform ID number are proven non-conformity; 5.Other than the name and the shareholder account number or uniform ID number of the candidate, other contexts are included;

6.The ballots does not bear the shareholder account name (personal name) or shareholder account number (identification card number) of the candidate being voted for

7.Any of the candidate’s name, shareholder’s number (ID number) or the number of votes cast for such candidate being erased or changed;

1. The ballot bears the names of two or more candidates or more.

Article 11

The ballots should be calculated during the meeting right after the vote casting and the results of the election should be announced by the Chairman at the meeting.

Article 12

Other matters not stipulated in the Articles of ‟Rules for Election of Directors” shall be handled in accordance with the Company Law, the Articles of Incorporation, and other relevant laws and regulations.

Article 13

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These Rules and all subsequent amendments each shall be implemented after being approved by the Shareholders Meeting. The first was made on February 10, 1995.

The second amendment was made on May 16, 2002;

The third amendment was made on June 16, 2009;

The fourth amendment was made on June 17, 2014;

The fifth amendment was made on June 15, 2018;

The sixth amendment was made on June 11, 2021;

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Appendix 4

Micro-Star International Co., Ltd.

Shareholding of Directors

1. The Company’s total paid-up capital is NT$8,448,561,990 with issued outstanding shares 844,856,199.

2. According to Article 26 of Securities and Exchange Act and Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, directors shall all together own at least 27,035,398 shares. Up to the book closure date of this shareholders meeting, per shareholder’s register each and all directors own the number of shares as set forth in the following table:

						Book closure date: April 13,2021	Book closure date: April 13,2021	Book closure date: April 13,2021	Book closure date: April 13,2021
Position	Name	Date elected	~~Shareholding while elected~~			~~Current shareholding~~			Remarks
			Type	Shares	Shareholding ratio(%)	Type	Shares	Shareholding ratio(%)
Chairman of the Board of Directors	Hsu,Hsiang	2018.6.15	Common stock	51,983,151	6.15%	Common stock	51,983,151	6.15%
Vice-Chairman of the Board of Directors	Huang,Chin-Ching	2018.6.15	Common stock	20,937,377	2.48%	Common stock	20,937,377	2.48%
Director of Board	Lin,Wen-Tung	2018.6.15	Common stock	25,672,499	3.04%	Common stock	25,672,499	3.04%
Director of Board	Yu, Hsien-Neng	2018.6.15	Common stock	17,892,824	2.12%	Common stock	17,892,824	2.12%
Director of Board	Kuo,Hsu-Kuang	2018.6.15	Common stock	0	0.00%	Common stock	75,000	0.01%
Director of Board	Liao,Chun-Keng	2018.6.15	Common stock	35,000	0.00%	Common stock	60,000	0.01%
Director of Board	Hung,Yu-Sheng	2018.6.15	Common stock	306,660	0.04%	Common stock	306,660	0.04%
Independent Director of Board	Wang,Sung-Chou	2018.6.15	Common stock	0	0.00%	Common stock	0	0.00%	Note 4
Independent Director of Board	Liu ,Cheng-Yi	2018.6.15	Common stock	0	0.00%	Common stock	0	0.00%	Note 4
Independent Director of Board	Hsu,Kao-Shan	2018.6.15	Common stock	418,686	0.05%	Common stock	418,686	0.05%	Note 4
Amount				117,246,197			117,346,197

Note 1: Total issued shares:844,856,199 shares on June 15,2018. (date elected). Note 2: Total Issued shares: 844,856,199 shares on April 13,2021. (book closure date). Note 3 :The minimum required combined shareholding of all directors by law:27,035,398 shares The combined shareholding of all directors on the book closure date:116,927,511 shares Note 4 : The shares held by independent directors shall not be counted in the calculation of directors shareholdings.

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