Stock Code: 2453

SYSCOM COMPUTER ENGINEERING CO.

2023 Annual Shareholders’ Meeting

Meeting Handbook

(Translation)

June 13, 2023

I.	Meeting Procedure	1
II.	Meeting Agenda	2
	1. Report Items	3
	2. Proposal Items	4
	3. Discussion Items	5
	4. Extemporary Motions	5
	5. Meeting Adjourned	5
III.	Attachments	6
	1. 2022 Business Report	6
	2. Audit Committee’s Review Report	9
	3. 2022 CPAs’ Audit Report and the 2022 Financial Statements	10
	4. 2022 Statement of Earnings Distribution	31
	5. Table of Amendments to the Articles of Incorporation	32
IV.	Appendices	34
	1. Rules of Procedure for Shareholders’ Meetings	34
	2. Articles of Incorporation (Before Amendment)	49
	3. Shareholdings of Directors	54

SYSCOM COMPUTER ENGINEERING CO. Procedure for the 2023 Annual Shareholders’ Meeting

I. Call the Meeting to Order II. Chairman’s Remarks III. Report Items

IV. Proposal Items

V. Discussion Items

VI. Extemporary Motions VII. Meeting Adjourned

SYSCOM COMPUTER ENGINEERING CO. 2023 Annual Shareholders’ Meeting

Agenda

One. Time: 9:00 a.m. on June 13, 2023 (Tuesday)

Two. Venue: B1, No. 115, Emei Street, Taipei City (Conference Hall)

Three. Convening Methods：Physical Shareholders’ Meeting

Four. Meeting Procedure:
I. Call the Meeting to Order
II. Chairman’s Remarks
III. Report Items
- (1) 2022 Business Report.
- (2) Audit Committee’s Review Report on the 2022 Financial Statements.
- (3) Distribution of 2022 remuneration to employees and directors.
IV. Proposal Items
- (1) 2022 Business Report and Financial Statements.
- (2) Distribution of 2022 Earnings.
V. Discussion Items
- (1) Amendments to the Articles of Incorporation.
VI. Extemporary Motions
VII. Meeting Adjourned
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Report Items

Item 1:

The Company’s 2022 Business Report is submitted for review.

Description: Please refer to Attachment 1 on pages 6 to 8 of this handbook for the 2022 Business Report.

Item 2:

The Audit Committee’s Review Report on the 2022 Financial Statements is submitted for review.

Description: Please refer to Attachment 2 on page 9 of this handbook for the Audit Committee’s Review Report.

Item 3:

Distribution of 2022 remuneration to employees and directors is submitted for review. Description: 1. As per the Articles of Incorporation, if the Company makes a profit in a fiscal year, it shall allocate no less than 3% of the profit as employees’ remuneration.

The Company's annual profit in 2022 was NT$319,251,563, and we allocated 3.01% of the profit as employees' remuneration totaling NT$9,600,000, all of which was paid in cash. There is no difference between this amount and that recognized for 2022. The Company does not distribute directors' remuneration.
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Proposal Items

Item 1:

The 2022 Business Report and Financial Statements are submitted for ratification. (Proposed by the Board of Directors)

Description: 1. The Company's annual business report and financial statements (including consolidated financial statements) were approved by the Board of Directors. The financial statements (including consolidated financial statements) were audited by Hsin-Wei Tai and Pei-De Chen CPAs at Deloitte & Touche; both the financial statements and the business report were reviewed by the Audit Committee.
Please refer to Attachment 1 on pages 6 to 8 and Attachment 3 on pages 10 to 30 of this handbook for the 2022 Business Report, the CPAs’ Audit Report, and Financial Statements (including the consolidated financial statements).
Please proceed to review and ratify them.

Resolution:

Item 2:

The 2022 Statement of Earnings Distribution is submitted for ratification. (Proposed by the Board of Directors)

Description: 1. The Company's 2022 net income after tax was NT$250,729,580, and we set aside NT$26,506,123 as the legal reserve in accordance with regulations and proposed to distribute a cash dividend of NT$220,000,000 to shareholders.
The cash dividend to be distributed to shareholders is NT$2.2 per share, rounded down to NT$1, and the amount below NT$1 will be included in the Company's other income. Upon approval during the Annual Meeting of Shareholders, it is proposed that the Board of Directors be authorized to resolve the ex-dividend date, ex-rights date, and other relevant issues.
Please refer to Attachment 4 on page 31 of this handbook for the 2022 Statement of Earnings Distribution.
Please proceed to ratify it.

Resolution:

Discussion Items

Item 1:

Amendments to the Articles of Incorporation is submitted for discussion. (Proposed by the Board of Directors)

Description: 1. It is proposed to amend some of the provisions of the Articles of

Incorporation in alignment with requirements of regulations and business.

Please refer to Attachment 5 on pages 32 to 33 of this handbook for the Table of Amendments to the Articles of Incorporation.
Please resolve decision as appropriate.

Resolution:

Extemporary Motions

Meeting Adjourned

(Attachment 1)

Syscom Computer Engineering Co.

2022 Business Report

I. Introduction

Syscom Group Co., Ltd. (the Company) has been focusing on system integration since its foundation nearly 50 years ago. It is now leading the industry by assisting enterprise computerization, promoting digital transformation, and actively participating in large-scale IT infrastructure installation. Thanks to the trend of remote working driven by the epidemic prevention efforts, enterprise cloud applications, and the supply chain restructuring and order transfer effects brought about by the Sino-US confrontation, the IT service industry has been soaring in the past few years. Facing the needs of digital transformation, including artificial intelligence, information and communication security, and cloud service applications, the Company is striving to promote core products and professional services to keep revenue and profits growing.

The following is a description of the Company's operational performance for 2022 and business outlook for 2023.

II. 2022 Business Overview and Profitability

Being an indispensable part of national competitiveness, the IT service industry is especially critical for industry’s digital transformation. With CCIE certificates outnumbering most system integrator in Taiwan, SYSCOM is providing customers of different trades with comprehensive technical supports covering sales planning, system installation and deployment, and maintenance based on its own R&D products. The inhouse developed Ayuda smart service robot, NETCenter intranet monitoring and management platform, DBMaker database, and OMFLOW mission critical process engine have won the "Taiwan Excellence Award" for several years. We also championed the “Smart transportation service innovation award” with its efforts in the "Prototype of smart transportation control and management platform based on 5G Integrated AIoT application" program by the MOTC, ROC. Addressing the needs of digital transformation in the post-epidemic era and the vision of zero carbon emission, SYSCOM not only continues to make the best of opportunities of digital transformation but also actively invests in ESG sustainable development solutions. Thanks to soaring demands for cloud, information security, and IT system’s installation, upgrade and maintenance due to digital transformation in the public and private sectors, performance of SYSCOM is so eye catching in 2022.

The Company's parent-company-only net operating revenue in 2022 was NT$5,674,679, thousands an increase of 1.73% compared with 2021; parent-company-only net income after tax was NT$250,730 thousands an increase of 16.17% compared with 2021.

The Company's consolidated net operating revenue in 2022 was NT$5,950,524 thousands an increase of 1.38% compared with 2021; consolidated net income after tax was NT$244,945 thousands an increase of 13.94% compared with 2021.

III. Business Plan and Outlook for 2023

(1) Business plan

1. Market trends

The Ministry of Digital Affairs (MODA) inaugurated on August 27, 2022 and in charge of national digital affairs is aimed to coordinate digital governance and digital infrastructure construction, promote the development of digital industries, ensure national information security, promote cross-domain digital transformation, and enhance the total digital resilience. The National Science and Technology Council (NSTC) set the key points of the government's science and technology policy development budget are to continue practicing the 5+2 industrial innovation and six core strategic industries and to expand investment in emerging technologies, including semiconductors, quantum, space, zero carbon emissions, aging, and 6G. The report on the information security industry development planning by MDA focuses on the maintenance of information security of drone and semiconductor industries.

The IDC notes that technology and IT are the main driving force for enterprises to optimize operations and pioneer digital business. It predicts that Taiwan's information and communication (ICT) markets will be affected by ten factors in 2023, including digital sovereignty, automation of multi-modal AI, digital supply chain securitysoftware traceability, supply chain reorganization and new competition, geopolitics accelerated development in low-orbit satellites, multi-dimensional universes’ trending toward “big getting bigger”, digital twins’ (diversity and multi-tier) realization, postepidemic economy’ accelerating the small and medium-sized enterprises and the information service providers’ cloud transformation, the formation of future consumers, and the B2C industry development as a result of payment revolution driven by the wave of digital population.

Development direction
(1) Unleash the power of systems to create a high-quality customer service experience.
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(2) Innovate technical services and to accelerate exercising industrial application integration.
(3) Drive R&D capacity and improve the application of core products.
(4) Strengthen international cooperation and enhance the competitiveness in overseas markets.
(5) Strengthen business performance and commit to the sustainable development of enterprise ESG.
Important production and marketing policies
(1) Implement standard operating procedures and adhere to the commitment of comprehensive quality and sustainability.
(2) Innovate industry-related information services to improve overall profitability.
(3) Focus on core products and professional services, and develop multi-dimension applications.
(4) Develop new technologies including AI, 5G, cloud, IoT, and information security.
(5) Shape up partnership among software and hardware players in Taiwan to jointly expand domestic and overseas markets.

(2) Future outlook

Loomed by factors including geopolitics, financial market fluctuations, extreme climate, and global supply chain, institutes around the world are slashing 2023 economic forecasts one after another. Amid declining terminal consumption and demands, enterprises are very likely to cut IT-related expenditures except those with mandatory requirements, including information security, cloud deployment, compliance with laws and regulations. These will be the main forces driving the growth of information service providers kinetic energy. Facing the challenges of digital transformation of enterprises and government systems, information security needs, cloudification and massive data analysis, SYSCOM is fostering the core competitiveness of advanced technology and system integration projects on the one hand and continuing to focus on intelligent service robots, smart retailing, smart medication, smart transportation, smart security protection, and digital transformation on the other hand. We are striving to develop multi-dimension applications, assist customers’ digital transforming into resilient enterprises, and facing challenges to create even bright future.

Chairman: Jui-Fu Liu

President: Jui-Lung Liu

Accounting Manager: Li-Chueh Tu

(Attachment 2)

SYSCOM COMPUTER ENGINEERING CO.

Audit Committee’s Review Report

The Company’s Board of Directors prepared the 2022 Business Report, Financial

Statements, and Statement of Earnings Distribution, among which the Financial Statements were audited by CPAs at Deloitte & Touche, by whom an audit report has been issued. Said

Business Report, Financial Statements, and Statement of Earnings Distribution have been reviewed by the Audit Committee, and no inconsistency was found. The report is hereby presented as above in accordance with the relevant provisions of the Securities and Exchange

Act and the Company Act. Please proceed to review it.

This report is hereby presented to

2023 Annual Shareholders’ Meeting of Syscom Computer Engineering Co.

Audit Committee Convener: Che-Fu Kung

March 17, 2023

(Attachment 3)

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Syscom Computer Engineering Company

Opinion

We have audited the accompanying consolidated balance sheets of Syscom Computer Engineering Company (the “Corporation”) and its subsidiaries (collectively, the “Group”) for the years ended December 31, 2022 and 2021 and the relevant consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and relevant notes, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, based on our audits and the reports of other auditors (refer to Other Matter section), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2022 and 2021, and its consolidated financial performance and consolidated cash flows for the years then ended in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively referred to as “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s consolidated financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters of the financial statements of the Group for the year ended December 31, 2022 are stated as follows:

Recognition of Contract Revenue

The Group generates revenue through rendering of services according to contract. Revenue from contract is recognized by reference to the stage of completion of contract activity. The stage of completion of the contract is measured based on the proportion of contract cost incurred for work performed to date relative to the estimated total contract cost. The management estimates total contract cost upon signing of the contract. However, the estimated total cost may change as the

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contract activity progresses and such change may have material impact on revenue recognition; therefore, the recognition of contract revenue is deemed to be a key audit matter.

We focused on the measurement of stage of completion while testing the recognition of contract revenue. The procedures we performed are the following:

We examined the underlying documents of original contract and related addendum used as basis for contract revenue recognized.
We verified the accuracy of accumulated incurred cost through test of details.
We assessed the appropriateness of underlying information and assumptions the management used in estimating total cost.
We performed retrospective review of discrepancy between actual costs incurred and estimated total cost of completed contract.

Please refer to Notes 4 and 5 to the financial statements for related disclosure on revenue recognition.

Other Matters

In the Group’s consolidated financial statements, the financial statements of subsidiaries that are not material are audited by other auditors. Therefore, in our opinion on the consolidated financial statements as mentioned above, the amounts shown in such subsidiaries’ financial statements are recognized based on the audit reports prepared by other auditors. The total assets of the above subsidiaries as of December 31, 2022 and 2021 were NT$282,734 thousands and NT$259,291 thousands, respectively, both accounting for 6% of the total consolidated assets; the net operating revenue for the years ended December 31, 2022 and 2021 was NT$152,396 thousands and NT$124,360 thousands, which represented 3% and 2% of the net consolidated operating revenue.

The Corporation has prepared the financial statements for the years ended December 31, 2022 and 2021, and we have issued an auditor’s report on said statements with the unqualified opinion and other matters paragraphs for reference.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

The responsibilities of the management are to prepare the financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the regulations of IFRS and IAS as well as IFRIC and SIC interpretations endorsed and issued into effect by the FSC and to maintain necessary internal control associated with the preparation in order to ensure that the financial statements are free from material misstatement arising from 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.

The Group’s governing body (including the Audit Committee) is responsible for supervising the financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of

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assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatement may arise from frauds or errors. If the amounts of misstatements, either separately or in aggregate, could reasonably be expected to influence the economic decisions of the users of the consolidated financial statements, they are considered material.

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

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the 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 statements 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 Group’s consolidated financial statements for the year ended December 31, 2022, 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.

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The engagement partners on the audit resulting in this independent auditors’ report are Hsin-Wei Tai and Pei-De Chen.

Deloitte & Touche Taipei, Taiwan Republic of China

March 17, 2023

Notice to Readers

The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.

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SYSCOM COMPUTER ENGINEERING CO. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2022 AND 2021

Code 1100 1110 1136 1140 1150 1172 1200 1220 130X 1410 1479 11XX 1517 1535 1550 1600 1755 1821 1840 1990 15XX 1XXX Code 2100 2130 2150 2170 2200 2230 2280 2399 21XX 2572 2580 2640 2645 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 31XX 36XX 3XXX	ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Financial assets at amortized cost - current (Notes 4, 9 and 28) Contract assets - current (Notes 4 and 21) Notes receivable (Note 4) Accounts receivable (Notes 4, 10, and 27) Other receivables (Note 4) Current tax assets Inventories (Notes 4 and 11) Prepayments Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non- current (Notes 4 and 8) Financial assets at amortized cost - non-current (Notes 4, 9, and 28) Investments accounted for using the equity method (Notes 4 and 13) Property, plant and equipment (Notes 4, 14, 27, and 28) Right-of-use assets (Notes 4 and 15) Intangible assets (Notes 4 and 16) Deferred tax assets (Notes 4 and 23) Other non-current assets (Note 4) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 17 and 28) Contract liabilities - current (Notes 4 and 21) Notes payable Accounts payable (Note 27) Other payables (Note 18) Current tax liabilities Lease liabilities - current (Notes 4, 15, and 27) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Notes 4 and 23) Lease liabilities - non-current (Notes 4, 15, and 27) Net defined benefits liabilities - non-current (Notes 4 and 19) Guarantee deposits received Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Notes 4 and 20) Share capital - ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity of the owners of the Corporation Non-controlling interests (Note 20) Total equity TOTAL		December 31, 2022	December 31, 2022	(In Thousands of New Taiwan December 31, 2021 ％ Amount 13 $ 468,100 - 235,009 5 185,440 11 359,158 - 3,040 34 1,576,836 - 9,681 - 248 10 292,605 9 295,396 3 77,228 85 3,502,741 1 22,448 3 147,170 2 64,914 8 370,818 - 63,508 - 2,743 - 19,204 1 40,783 15 731,588 100 $ 4,234,329 4 $ 137,726 6 208,240 - 68 32 1,318,607 9 376,623 1 33,265 - 45,720 - 16,498 52 2,136,747 - 11,238 - 20,362 1 77,495 1 13,730 2 122,825 54 2,259,572 22 1,000,000 - 1,547 7 281,889 1 17,619 16 669,982 24 969,490 - ( 6,921) 46 1,964,116 - 10,641 46 1,974,757 100 $ 4,234,329	(In Thousands of New Taiwan December 31, 2021 ％ Amount 13 $ 468,100 - 235,009 5 185,440 11 359,158 - 3,040 34 1,576,836 - 9,681 - 248 10 292,605 9 295,396 3 77,228 85 3,502,741 1 22,448 3 147,170 2 64,914 8 370,818 - 63,508 - 2,743 - 19,204 1 40,783 15 731,588 100 $ 4,234,329 4 $ 137,726 6 208,240 - 68 32 1,318,607 9 376,623 1 33,265 - 45,720 - 16,498 52 2,136,747 - 11,238 - 20,362 1 77,495 1 13,730 2 122,825 54 2,259,572 22 1,000,000 - 1,547 7 281,889 1 17,619 16 669,982 24 969,490 - ( 6,921) 46 1,964,116 - 10,641 46 1,974,757 100 $ 4,234,329	(In Thousands of New Taiwan December 31, 2021 ％ Amount 13 $ 468,100 - 235,009 5 185,440 11 359,158 - 3,040 34 1,576,836 - 9,681 - 248 10 292,605 9 295,396 3 77,228 85 3,502,741 1 22,448 3 147,170 2 64,914 8 370,818 - 63,508 - 2,743 - 19,204 1 40,783 15 731,588 100 $ 4,234,329 4 $ 137,726 6 208,240 - 68 32 1,318,607 9 376,623 1 33,265 - 45,720 - 16,498 52 2,136,747 - 11,238 - 20,362 1 77,495 1 13,730 2 122,825 54 2,259,572 22 1,000,000 - 1,547 7 281,889 1 17,619 16 669,982 24 969,490 - ( 6,921) 46 1,964,116 - 10,641 46 1,974,757 100 $ 4,234,329	(In Thousands of New Taiwan December 31, 2021 ％ Amount 13 $ 468,100 - 235,009 5 185,440 11 359,158 - 3,040 34 1,576,836 - 9,681 - 248 10 292,605 9 295,396 3 77,228 85 3,502,741 1 22,448 3 147,170 2 64,914 8 370,818 - 63,508 - 2,743 - 19,204 1 40,783 15 731,588 100 $ 4,234,329 4 $ 137,726 6 208,240 - 68 32 1,318,607 9 376,623 1 33,265 - 45,720 - 16,498 52 2,136,747 - 11,238 - 20,362 1 77,495 1 13,730 2 122,825 54 2,259,572 22 1,000,000 - 1,547 7 281,889 1 17,619 16 669,982 24 969,490 - ( 6,921) 46 1,964,116 - 10,641 46 1,974,757 100 $ 4,234,329	Dollars)
			Amount $ 600,941 19,956 202,721 486,381 2,598 1,489,172 6,054 265 453,997 383,124 119,540 3,764,749 25,737 129,195 69,518 357,328 20,655 2,410 13,665 51,683 670,191 $ 4,434,940 $ 180,922 238,583 16,026 1,400,023 392,297 33,097 8,513 14,796 2,284,257 11,130 12,426 54,658 17,656 95,870 2,380,127 1,000,000 1,547 303,977 17,619 722,955 1,044,511 3,747 2,049,845 4,968 2,054,813 $ 4,434,940				Amount $ 468,100 235,009 185,440 359,158 3,040 1,576,836 9,681 248 292,605 295,396 77,228 3,502,741 22,448 147,170 64,914 370,818 63,508 2,743 19,204 40,783 731,588 $ 4,234,329 $ 137,726 208,240 68 1,318,607 376,623 33,265 45,720 16,498 2,136,747 11,238 20,362 77,495 13,730 122,825 2,259,572 1,000,000 1,547 281,889 17,619 669,982 969,490 6,921) 1,964,116 10,641 1,974,757 $ 4,234,329		％
						(			11 6 4 9 - 37 - - 7 7 2 83 1 3 2 9 1 - - 1 17 100 3 5 - 31 9 1 1 - 50 - 1 2 - 3 53 24 - 7 - 16 23 - 47 - 47 100

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

(With Deloitte & Touche auditors’ report dated March 17, 2023)

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SYSCOM COMPUTER ENGINEERING CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31,2022 AND 2021

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Code OPERATING REVENUE (Notes 4, 5, 21, and 27) 4100 Sales 4600 Maintenance revenue 4300 Rental revenue 4000 Total operating revenue OPERATING COSTS (Notes 4, 11, 19, 22, and 27) 5110 Cost of goods sold 5600 Maintenance costs 5300 Rental costs 5000 Total operating costs 5900 GROSS PROFIT OPERATING EXPENSES (Notes 10, 19, 22, and 27) 6100 Selling and marketing expenses 6300 Research and development expenses 6450 Expected credit loss recognized on trade receivables 6000 Total operating expenses 6900 PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES (Note 4) 7100 Interest income (Note 22) 7010 Other income (Notes 22 and 27) 7020 Other gains and losses (Note 22) 7050 Finance costs (Notes 22 and 27) 7060 Share of profit or loss of associates and joint ventures (Note 13) 7000 Total non-operating income and expenses 7900 PROFIT BEFORE INCOME TAX 7950 INCOME TAX EXPENSE (Notes 4 and 23) 8200 NET PROFIT FOR THE YEAR		2022		％ 77 23 - 100 58 17 - 75 25 17 4 - 21 4 - 1 - - - 1 5 1 4		2021
		Amount $ 4,583,448 1,349,167 17,909 5,950,524 3,447,531 969,922 14,571 4,432,024 1,518,500 1,024,057 230,033 5 1,254,095 264,405 4,043 62,094 23,093 ) 7,826 ) 5,033 40,251 304,656 59,711 244,945				Amount $ 4,574,665 1,292,764 2,166 5,869,595 3,506,830 936,117 2,385 4,445,332 1,424,263 949,915 217,379 2,143 1,169,437 254,826 4,335 22,710 8,352 ) 4,880 ) 3,218 17,031 271,857 56,880 214,977		％
	( (				( (			78 22 - 100 59 16 - 75 25 16 4 - 20 5 - - - - - - 5 1 4

(Continued)

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Code OTHER COMPREHENSIVE INCOME (Notes 19, 20, and 23) 8310 Items that will not be reclassified subsequently to profit or loss: 8311 Remeasurement of defined benefit plans 8316 Unrealized (loss) gain on investments in equity instruments at fair value through other comprehensive income 8349 Income tax relating to items that will not be reclassified subsequently to profit or loss 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translating the financial statements of foreign operations 8370 Share of the other comprehensive income of associates and joint ventures accounted for using the equity method 8300 Total other comprehensive income, net of income tax 8500 TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET INCOME ATTRIBUTABLE TO: 8610 Owners of the Corporation 8620 Non-controlling interests 8600 TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: 8710 Owners of the Corporation 8720 Non-controlling interests 8700 EARNINGS PER SHARE (Note 24) 9710 Basic 9810 Diluted		2022		％ 1 - - - - 1 5 4 - 4 5 - 5		2021
		Amount $ 17,915 910 3,543 ) 9,962 98) 25,146 $ 270,091 $ 250,730 5,785) $ 244,945 $ 275,729 5,638) $ 270,091 $ 2.51 $ 2.50				Amount $ 6,325 15,545 1,265 ) 4,875 ) 433) 15,297 $ 230,274 $ 215,822 845) $ 214,977 $ 231,189 915) $ 230,274 $ 2.16 $ 2.15		％
	( ( ( (				( ( ( ( (			- - - - - - 4 4 - 4 4 - 4

The accompanying notes are an integral part of the consolidated financial statements. (With Deloitte & Touche auditors’ report dated March 17, 2023)

(Concluded)

16 -

SYSCOM COMPUTER ENGINEERING CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31,2022 AND 2021

		Equity attributable to ow	Equity attributable to ow	ners ofthe Corporation	( In Thousands of New Taiwan Dollars, except Dividend Per Share) Other equity Exchange differences on translating the financial statements of foreign operations Unrealized gain or loss on financial assets at fair value through other comprehensive income Total Non-controlling interests Totalequity ( $ 15,110 ) ( $ 2,116 ) $ 1,882,901 $ 11,803 $ 1,894,704 - - - - - - - ( 150,000 ) - ( 150,000 ) - - 215,822 ( 845 ) 214,977 ( 5,240) 15,545 15,367 ( 70) 15,297 ( 5,240) 15,545 231,189 ( 915) 230,274 - - 26 ( 176 ) ( 150 ) - - - ( 71) ( 71) ( 20,350 ) 13,429 1,964,116 10,641 1,974,757 - - - - - - - ( 190,000 ) - ( 190,000 ) - - 250,730 ( 5,785 ) 244,945 9,758 910 24,999 147 25,146 9,758 910 275,729 ( 5,638) 270,091 - - - ( 35) ( 35) ($ 10,592) $ 14,339 $ 2,049,845 $ 4,968 $ 2,054,813	( In Thousands of New Taiwan Dollars, except Dividend Per Share) Other equity Exchange differences on translating the financial statements of foreign operations Unrealized gain or loss on financial assets at fair value through other comprehensive income Total Non-controlling interests Totalequity ( $ 15,110 ) ( $ 2,116 ) $ 1,882,901 $ 11,803 $ 1,894,704 - - - - - - - ( 150,000 ) - ( 150,000 ) - - 215,822 ( 845 ) 214,977 ( 5,240) 15,545 15,367 ( 70) 15,297 ( 5,240) 15,545 231,189 ( 915) 230,274 - - 26 ( 176 ) ( 150 ) - - - ( 71) ( 71) ( 20,350 ) 13,429 1,964,116 10,641 1,974,757 - - - - - - - ( 190,000 ) - ( 190,000 ) - - 250,730 ( 5,785 ) 244,945 9,758 910 24,999 147 25,146 9,758 910 275,729 ( 5,638) 270,091 - - - ( 35) ( 35) ($ 10,592) $ 14,339 $ 2,049,845 $ 4,968 $ 2,054,813	( In Thousands of New Taiwan Dollars, except Dividend Per Share) Other equity Exchange differences on translating the financial statements of foreign operations Unrealized gain or loss on financial assets at fair value through other comprehensive income Total Non-controlling interests Totalequity ( $ 15,110 ) ( $ 2,116 ) $ 1,882,901 $ 11,803 $ 1,894,704 - - - - - - - ( 150,000 ) - ( 150,000 ) - - 215,822 ( 845 ) 214,977 ( 5,240) 15,545 15,367 ( 70) 15,297 ( 5,240) 15,545 231,189 ( 915) 230,274 - - 26 ( 176 ) ( 150 ) - - - ( 71) ( 71) ( 20,350 ) 13,429 1,964,116 10,641 1,974,757 - - - - - - - ( 190,000 ) - ( 190,000 ) - - 250,730 ( 5,785 ) 244,945 9,758 910 24,999 147 25,146 9,758 910 275,729 ( 5,638) 270,091 - - - ( 35) ( 35) ($ 10,592) $ 14,339 $ 2,049,845 $ 4,968 $ 2,054,813	( In Thousands of New Taiwan Dollars, except Dividend Per Share) Other equity Exchange differences on translating the financial statements of foreign operations Unrealized gain or loss on financial assets at fair value through other comprehensive income Total Non-controlling interests Totalequity ( $ 15,110 ) ( $ 2,116 ) $ 1,882,901 $ 11,803 $ 1,894,704 - - - - - - - ( 150,000 ) - ( 150,000 ) - - 215,822 ( 845 ) 214,977 ( 5,240) 15,545 15,367 ( 70) 15,297 ( 5,240) 15,545 231,189 ( 915) 230,274 - - 26 ( 176 ) ( 150 ) - - - ( 71) ( 71) ( 20,350 ) 13,429 1,964,116 10,641 1,974,757 - - - - - - - ( 190,000 ) - ( 190,000 ) - - 250,730 ( 5,785 ) 244,945 9,758 910 24,999 147 25,146 9,758 910 275,729 ( 5,638) 270,091 - - - ( 35) ( 35) ($ 10,592) $ 14,339 $ 2,049,845 $ 4,968 $ 2,054,813	( In Thousands of New Taiwan Dollars, except Dividend Per Share) Other equity Exchange differences on translating the financial statements of foreign operations Unrealized gain or loss on financial assets at fair value through other comprehensive income Total Non-controlling interests Totalequity ( $ 15,110 ) ( $ 2,116 ) $ 1,882,901 $ 11,803 $ 1,894,704 - - - - - - - ( 150,000 ) - ( 150,000 ) - - 215,822 ( 845 ) 214,977 ( 5,240) 15,545 15,367 ( 70) 15,297 ( 5,240) 15,545 231,189 ( 915) 230,274 - - 26 ( 176 ) ( 150 ) - - - ( 71) ( 71) ( 20,350 ) 13,429 1,964,116 10,641 1,974,757 - - - - - - - ( 190,000 ) - ( 190,000 ) - - 250,730 ( 5,785 ) 244,945 9,758 910 24,999 147 25,146 9,758 910 275,729 ( 5,638) 270,091 - - - ( 35) ( 35) ($ 10,592) $ 14,339 $ 2,049,845 $ 4,968 $ 2,054,813
Share capital - ordinary shares $ 1,000,000 - - - - - - - 1,000,000 - - - - - - $ 1,000,000	Capitalsurplus $ 1,521 - - - - - 26 - 1,547 - - - - - - $ 1,547		Retained earnings	Unappropriated earnings $ 617,855 ( 18,757 ) ( 150,000 ) 215,822 5,062 220,884 - - 669,982 ( 22,088 ) ( 190,000 ) 250,730 14,331 265,061 - $ 722,955	Other equity Exchange differences on translating the financial statements of foreign operations Unrealized gain or loss on financial assets at fair value through other comprehensive income ( $ 15,110 ) ( $ 2,116 ) - - - - - - ( 5,240) 15,545 ( 5,240) 15,545 - - - - ( 20,350 ) 13,429 - - - - - - 9,758 910 9,758 910 - - ($ 10,592) $ 14,339
					Exchange differences on translating the financial statements of foreign operations ( $ 15,110 ) - - - ( 5,240) ( 5,240) - - ( 20,350 ) - - - 9,758 9,758 - ($ 10,592)
		Legal reserve $ 263,132 18,757 - - - - - - 281,889 22,088 - - - - - $ 303,977	Special reserve $ 17,619 - - - - - - - 17,619 - - - - - - $ 17,619
				( ( ( (	( ( ( ( (	(	( (	( ( ( ( (	$ 1,894,704 - 150,000 ) 214,977 15,297 230,274 150 ) 71) 1,974,757 - 190,000 ) 244,945 25,146 270,091 35) $ 2,054,813

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

(With Deloitte & Touche auditors’ report dated March 17, 2023)

17 -

SYSCOM COMPUTER ENGINEERING CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31,2022 AND 2021

(In Thousands of New Taiwan Dollars)

Code CASH FLOWS FROM OPERATING ACTIVITIES A10000 Income before income tax A20010 Adjustments for: A20100 Depreciation expenses A20200 Amortization expenses A20300 Expected credit loss recognized on trade receivables A20400 Net gain on financial assets at fair value through profit or loss A20900 Finance costs A21200 Interest income A21300 Dividend income A22300 Share of profit or loss of associates and joint ventures accounted for using the equity method A22500 Gain on disposal of property, plant and equipment A23800 Write-downs (reversal) of inventories A24100 Net loss (gain) on foreign currency exchange A29900 Lease modification gain A30000 Changes in operating assets and liabilities A31125 Contract assets A31130 Notes receivable A31150 Accounts receivable A31180 Other receivables A31200 Inventories A31230 Prepayments A31240 Other current assets A32125 Contract liabilities A32130 Notes payable A32150 Accounts payable A32180 Other payables A32230 Other current liabilities A32240 Net defined benefits liabilities A33000 Cash inflows from operations A33100 Interest received A33200 Dividends received		2022 $ 304,656 111,652 633 5 432 ) 7,826 4,043 ) 465 ) 5,033 ) 382 ) 167 16,360 323 ) 127,223 ) 442 91,248 3,747 164,503 ) 87,870 ) 1,914 ) 30,343 15,958 74,303 14,338 1,702 ) 4,922) 272,866 4,047 465		2021
	( ( ( ( ( ( ( ( ( ( ( (		( ( ( ( ( ( ( ( ( ( ( ( ( (	$ 271,857 109,024 901 2,143 410 ) 4,880 4,335 ) 89 ) 3,218 ) 446 ) 8 ) 4,815 ) 334 ) 207,978 959 448,072 ) 1,607 ) 235,599 6,599 ) 393 8,301 436 ) 196,264 ) 78,438 327 17,968) 236,199 4,333 89

(Continued)

19 -

Code A33300 Interest paid A33500 Income tax paid AAAA Net cash inflow from operating activities CASH FLOWS FROM INVESTING ACTIVITIES B00010 Acquisition of financial assets at fair value through other comprehensive income B00040 Proceeds from sale (acquisition) of financial assets at amortized cost B00100 Purchase of financial assets at fair value through profit or loss B00200 Proceeds from sale of financial assets at fair value through profit or loss B02700 Payments for property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B04500 Payments for intangible assets B03800 (Increase) decrease in refundable deposits B06000 Decrease in lease receivables BBBB Net cash inflows from investing activities CASH FLOWS FROM FINANCING ACTIVITIES C00100 Proceeds from short-term borrowings C03000 Guarantee deposits received C04020 Repayment of the principal portion of lease liabilities C04500 Dividends paid C05400 Acquisition of subsidiaries C05800 Cash dividends paid to non-controlling interests CCCC Net cash outflows from financing activities DDDD EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES EEEE NET INCREASE IN CASH AND CASH EQUIVALENTS E00100 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR E00200 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR		2022 $ 7,145 ) 58,209) 212,024 2,379 ) 694 727,950 ) 943,435 48,452 ) 429 265 ) 51,298 ) - 114,214 28,380 3,926 45,908 ) 190,000 ) - 35) 203,637) 10,240 132,841 468,100 $ 600,941		2021
	( ( ( ( ( ( ( ( ( ( (		( ( ( ( ( ( ( ( ( ( (	$ 4,793 ) 43,903) 191,925 - 4,366 ) 868,500 ) 976,934 40,306 ) 719 - 4,971 122 69,574 25,361 148 46,586 ) 150,000 ) 150 ) 71) 171,298) 1,868) 88,333 379,767 $ 468,100

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

(With Deloitte & Touche auditors’ report dated March 17, 2023)

(Concluded)

20 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Syscom Computer Engineering Company

Opinion

We have audited the accompanying financial statements of Syscom Computer Engineering Company (the “Corporation”), which comprise the balance sheets as of December 31, 2022 and 2021, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the reports of other auditors (refer to Other Matter section), the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2022 and 2021, and its financial performance and its 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 the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Corporation in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2022. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters of the financial statements of the Corporation for the year ended December 31, 2022 are stated as follows:

Recognition of Contract Revenue

The Corporation generates revenue through rendering of services according to contract. Revenue from contract is recognized by reference to the stage of completion of contract activity. The stage of completion of the contract is measured based on the proportion of contract cost incurred for work performed to date relative to the estimated total contract cost. The management estimates

21 -

total contract cost upon signing of the contract. However, the estimated total cost may change as the contract activity progresses and such change may have material impact on revenue recognition; therefore, the recognition of contract revenue is deemed to be a key audit matter.

We focused on the measurement of stage of completion while testing the recognition of contract revenue. The procedures we performed are the following:

We examined the underlying documents of original contract and related addendum used as basis for contract revenue recognized.
We verified the accuracy of accumulated incurred cost through test of details.
We assessed the appropriateness of underlying information and assumptions the management used in estimating total cost.
We performed retrospective review of discrepancy between actual costs incurred and estimated total cost of completed contract.

Please refer to Notes 4 and 5 to the accompanying financial statements for related disclosure on revenue recognition.

Other Matter

The financial statements as of and for the years ended December 31, 2022 and 2021 of some investees in which the Corporation had equity-method investments were audited by other auditors. Our opinion, insofar as it relates to the amounts included in the accompanying financial statements for these investees, is based solely on the reports of the other auditors. As of December 31, 2022 and 2021, the aforementioned investments accounted for using equity method amounted to NT$203,541 thousands and NT$197,567 thousands, which were 5% of total assets of the Corporation. For the years ended December 31, 2022 and 2021, investment income from the aforementioned equity-method investments amounted to NT$(2,371) thousands and NT$5,662 thousands, which represented (0.8%) and 2.1% of total comprehensive income of the Corporation.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the 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 financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Corporation’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 Corporation 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 Corporation’s financial reporting process.

22 -

Auditors’ Responsibilities for the Audit of the Financial Statements

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

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

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation’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 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 Corporation to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the 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 Corporation to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

23 -

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2022 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.

The engagement partners on the audit resulting in this independent auditors’ report are Hsin-Wei Tai and Pei-De Chen.

Deloitte & Touche Taipei, Taiwan Republic of China

March 17, 2023

Notice to Readers

24 -

SYSCOM COMPUTER ENGINEERING CO.

BALANCE SHEETS

DECEMBER 31, 2022 AND 2021

(In Thousands of New Taiwan Dollars)

Code 1100 1110 1136 1140 1150 1172 1200 130X 1410 1479 11XX 1517 1535 1550 1600 1755 1821 1840 1990 15XX 1XXX Code 2130 2150 2170 2200 2230 2280 2399 21XX 2572 2580 2640 2645 2670 25XX 2XXX 3100 3200 3310 3320 3350 3300 3400 3XXX	ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Financial assets at amortized cost - current (Notes 4, 9 and 26) Contract assets - current (Notes 4 and 19) Notes receivable (Note 4) Accounts receivable (Notes 4, 10, and 25) Other receivables (Note 4) Inventories (Notes 4 and 11) Prepayments Other current assets Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) Financial assets at amortized cost - non-current (Notes 4, 9, and 26) Investments accounted for using the equity method (Notes 4 and 12) Property, plant and equipment (Notes 4, 13, 25 and 26) Right-of-use assets (Notes 4 and 14) Intangible assets (Notes 4 and 15) Deferred tax assets (Notes 4 and 21) Other non-current assets (Note 4) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Contract liabilities - current (Notes 4 and 19) Notes payable Accounts payable (Note 25) Other payables (Note 16) Current tax liabilities Lease liabilities - current (Notes 4, 14 and 25) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Deferred tax liabilities (Notes 4 and 21) Lease liabilities - non-current (Notes 4, 14 and 25) Net defined benefits liabilities - non-current (Notes 4 and 17) Guarantee deposits received Other non-current liabilities (Note 12) Total non-current liabilities Total liabilities Equity (Notes 4 and 18) Share capital - ordinary shares Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL		December 31, 2022	December 31, 2022	％ 11 - 4 11 - 33 - 10 9 3 81 1 3 6 8 - - - 1 19 100 5 - 33 9 1 - - 48 - - 1 1 2 4 52 23 - 7 1 17 25 - 48 100		December 31, 2021	December 31, 2021
			Amount $ 446,088 19,505 164,382 478,405 2,299 1,394,927 5,103 421,379 376,022 118,551 3,426,661 25,737 128,829 273,059 328,345 3,481 492 11,643 46,808 818,394 $ 4,245,055 $ 220,867 16,026 1,390,693 366,124 30,344 2,069 14,017 2,040,140 10,416 1,479 54,503 17,291 71,381 155,070 2,195,210 1,000,000 1,547 303,977 17,619 722,955 1,044,551 3,747 2,049,845 $ 4,245,055				Amount $ 320,197 235,009 146,909 325,665 2,416 1,483,549 7,160 263,447 293,019 76,614 3,153,985 22,448 146,760 262,481 343,436 39,188 592 17,191 38,024 870,120 $ 4,024,105 $ 191,489 68 1,298,071 349,741 31,322 38,560 15,428 1,924,679 10,578 2,999 76,388 13,263 32,082 135,310 2,059,989 1,000,000 1,547 281,889 17,619 669,982 969,490 6,921) 1,964,116 $ 4,024,105		％
						(			8 6 4 8 - 37 - 6 7 2 78 1 4 6 9 1 - - 1 22 100 5 - 32 9 1 1 - 48 - - 2 - 1 3 51 25 - 7 - 17 24 - 49 100

The accompanying notes are an integral part of the financial statements.

(With Deloitte & Touche auditors’ report dated March 17, 2023)

25 -

SYSCOM COMPUTER ENGINEERING CO.

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31,2022 AND 2021

(In Thousands of New Taiwan Dollars, Except Earnings Per Share)

	2022			2021
	Amount $ 4,328,914 1,327,885 17,880 5,674,679 3,280,653 962,166 14,457 4,257,276 1,417,403 936,247 189,458 - 1,125,705 291,698 2,904 60,806 9,085 ) 313 ) 36,358) 17,954			Amount $ 4,308,274 1,268,288 1,514 5,578,076 3,325,713 929,207 2,240 4,257,160 1,320,916 866,400 170,678 357 1,037,435 283,481 2,732 14,611 10,792 ) 1,549 ) 16,304) 11,302)	％
( ( (		(	( ( ( (		77 23 - 100 59 17 - 76 24 16 3 - 19 5 - - - - - -

(Continued)

26 -

Code 7900 PROFIT BEFORE INCOME TAX 7950 INCOME TAX EXPENSE (Notes 4 and 21) 8200 NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (Notes 17, 18, and 21) 8310 Items that will not be reclassified subsequently to profit or loss: 8311 Remeasurement of defined benefit plans 8316 Unrealized (loss) gain on investments in equity instruments at fair value through other comprehensive income 8330 Share of the other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for using the equity method 8349 Income tax relating to items that will not be reclassified subsequently to profit or loss 8360 Items that may be reclassified subsequently to profit or loss: 8361 Exchange differences on translating the financial statements of foreign operations 8380 Share of the other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for using the equity method 8300 Other comprehensive (loss) income for the year, net of income tax 8500 TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 22) 9710 Basic 9810 Diluted		2022		％ 5 1 4 1 - - - - - 1 5		2021
		Amount $ 309,652 58,922 250,730 17,235 910 543 3,447 ) 9,855 97) 24,999 $ 275,729 $ 2.51 $ 2.50				Amount $ 272,179 56,357 215,822 6,580 15,545 202 ) 1,316 ) 4,805 ) 435) 15,367 $ 231,189 $ 2.16 $ 2.15		％
	( (				( ( ( (			5 1 4 - - - - - - - 4

The accompanying notes are an integral part of the financial statements. (With Deloitte & Touche auditors’ report dated March 17, 2023)

(Concluded)

27 -

SYSCOM COMPUTER ENGINEERING CO.

STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31,2022 AND 2021

(In Thousands of New Taiwan Dollars, except Dividend Per Share)

	Retained earnings	Unappropriated earnings $ 617,855 ( 18,757 ) ( 150,000 ) 215,822 5,062 220,884 - 669,982 ( 22,088 ) ( 190,000 ) 250,730 14,331 265,061 $ 722,955	Other equity Exchange differences on translating the financial statements of foreign operations Unrealized gain or loss on financial assets at fair value through other comprehensive income ( $ 15,110 ) ( $ 2,116 ) - - - - - - ( 5,240) 15,545 ( 5,240) 15,545 - - ( 20,350 ) 13,429 - - - - - - 9,758 910 9,758 910 ($ 10,592) $ 14,339	Other equity Exchange differences on translating the financial statements of foreign operations Unrealized gain or loss on financial assets at fair value through other comprehensive income ( $ 15,110 ) ( $ 2,116 ) - - - - - - ( 5,240) 15,545 ( 5,240) 15,545 - - ( 20,350 ) 13,429 - - - - - - 9,758 910 9,758 910 ($ 10,592) $ 14,339		Total equity
			Exchange differences on translating the financial statements of foreign operations ( $ 15,110 ) - - - ( 5,240) ( 5,240) - ( 20,350 ) - - - 9,758 9,758 ($ 10,592)
Legal reserve $ 263,132 18,757 - - - - - 281,889 22,088 - - - - $ 303,977	Special reserve $ 17,619 - - - - - - 17,619 - - - - - $ 17,619
		( ( ( (	( ( ( ( (	(	( (	$ 1,882,901 - 150,000 ) 215,822 15,367 231,189 26 1,964,116 - 190,000 ) 250,730 24,999 275,729 $ 2,049,845

The accompanying notes are an integral part of the financial statements.

(With Deloitte & Touche auditors’ report dated March 17, 2023)

28 -

SYSCOM COMPUTER ENGINEERING CO.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31,2022 AND 2021

(In Thousands of New Taiwan Dollars)

Code CASH FLOWS FROM OPERATING ACTIVITIES A10000 Income before income tax A20010 Adjustments for: A20100 Depreciation expenses A20200 Amortization expenses A20300 Expected credit loss recognized on trade receivables A20400 Net gain on financial assets at fair value through profit or loss A20900 Finance costs A21200 Interest income A21300 Dividend income A22400 Share of loss of subsidiaries, associates and joint ventures A22500 Gain on disposal of property, plant and equipment A23800 Write-downs(Reversal) of inventories A24100 Net loss (gain) on foreign currency exchange A30000 Changes in operating assets and liabilities A31125 Contract assets A31130 Notes receivable A31150 Accounts receivable A31180 Other receivables A31200 Inventories A31230 Prepayments A31240 Other current assets A32125 Contract liabilities A32130 Notes payable A32150 Accounts payable A32180 Other payables A32230 Other current liabilities A32240 Net defined benefits liabilities A33000 Cash inflows from operations A33100 Interest received A33200 Dividends received A33300 Interest paid A33500 Income tax paid AAAA Net cash inflow from operating activities		2022 $ 309,652 101,337 100 - 426 ) 313 2,904 ) 465 ) 36,358 382 ) 167 3,475 152,740 ) 117 91,132 2,057 161,077 ) 83,003 ) 1,539 ) 29,378 15,958 85,833 16,383 1,411 ) 4,650) 283,663 2,904 465 313 ) 57,961) 228,758		2021
	( ( ( ( ( ( ( ( ( ( ( (		( ( ( ( ( ( ( ( ( ( ( ( ( ( (	$ 272,179 97,142 365 357 409 ) 1,549 2,732 ) 89 ) 16,304 481 ) 8 ) 1,758 ) 231,963 935 ) 450,387 ) 1,174 ) 246,336 10,709 ) 58 836 96 ) 200,494 ) 75,203 2,647 17,696) 257,971 2,732 89 1,549 ) 43,064) 216,179

(Continued)

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Code 2022 CASH FLOWS FROM INVESTING ACTIVITIES B00010 Acquisition of financial assets at fair value through other comprehensive income ( $ 2,379 ) B00040 Proceeds from sale (acquisition) of financial assets at amortized cost 458 B00100 Purchase of financial assets at fair value through profit or loss ( 720,000 ) B00200 Proceeds from sale of financial assets at fair value through profit or loss 935,930 B02700 Payments for property, plant and equipment ( 46,733 ) B02800 Proceeds from disposal of property, plant and equipment 429 B03800 (Increase) decrease in refundable deposits ( 49,182 ) B06100 Decrease in lease receivables - B07600 Dividends from subsidiaries received 2,664 BBBB Net cash inflows from investing activities 121,187 CASH FLOWS FROM FINANCING ACTIVITIES C03000 Guarantee deposits received 4,028 C04020 Repayment of the principal portion of lease liabilities ( 38,886 ) C04500 Dividends paid ( 190,000 ) C05400 Acquisition of subsidiaries - CCCC Net cash outflows from financing activities ( 224,858) DDDD EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES 804 EEEE NET INCREASE IN CASH AND CASH EQUIVALENTS 125,891 E00100 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 320,197 E00200 CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR $ 446,088 The accompanying notes are an integral part of the financial statements.		2021
	( ( ( ( ( ( ( (	$ - 2,575 ) 845,000 ) 953,433 37,715 ) 719 5,380 122 5,329 79,693 95 37,988 ) 150,000 ) 150) 188,043) 75) 107,754 212,443 $ 320,197

(With Deloitte & Touche auditors’ report dated March 17, 2023)

(Concluded)

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(Attachment 4)

SYSCOM COMPUTER ENGINEERING CO.

==> picture [451 x 426] intentionally omitted <==

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

Statement of Earnings Distribution
2022
Unit: NTD
Unappropriated retained earnings at the beginning of the period $457,894,566
Add: Net income after tax for the year 250,729,580
Add: Remeasurement of defined benefit plans 14,331,645
Less: Legal reserve set aside (26,506,123)
Distributable earnings $696,449,668
Distribution
Cash dividends to shareholders (NT$2.2 per share) (220,000,000)
Unappropriated retained earnings at the end of the period $476,449,668
Note: The 2022 earnings are prioritized for distribution at this time.
----- End of picture text -----

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(Attachment 5)

SYSCOM COMPUTER ENGINEERING CO.

Table of Amendments to the Articles of Incorporation

Before Amendment	After Amendment	Note
Article 21-1: Where the Company made a profit in a fiscal year, the profit shall be first used for paying taxes, offsetting the cumulative deficit, setting aside 10% of the remaining profit as a legal reserve unless it has reached the total amount of the Company’s paid-in capital, setting aside an amount for or reversing a special reserve in accordance with laws and regulations, and then any remaining profit, together with any undistributed earnings, shall be adopted by the Company’s Board of Directors as the basis for making a distribution proposal, which shall then be submitted to the shareholders’ meeting for a resolution before distribution of bonuses to shareholders.	Article 21-1: Where the Company made a profit in a fiscal year, the profit shall be first used for paying taxes, offsetting the cumulative deficit, setting aside 10% of the remaining profit as a legal reserve unless it has reached the total amount of the Company’s paid-in capital, setting aside an amount for or reversing a special reserve in accordance with laws and regulations, and then any remaining profit, together with any undistributed earnings, shall be adopted by the Company’s Board of Directors as the basis for making a distribution proposal, which shall then be submitted to the shareholders’ meeting for a resolution before distribution of bonuses to shareholders. The Company distributes dividends and bonuses, all or part of the legal reserve and capital reserve.	Align with requirements of regulations and business.
	Proposal for distribution in cash shall subject to majority vote at a board meeting attended by over
	two-thirds of the directors and adopted by the shareholders'meeting.
Article 23: The Articles of Incorporation were formulated on June 19, 1975. The 1st amendment was made on July 3, 1975. The 2nd amendment was made on June 13, 1978. The 3rd amendment was made on May 5, 1979. The 4th amendment was made on September 25, 1980. The 5th amendment was made on October 25, 1980. The 6th amendment was made on February 18, 1983. The 7th amendment was made on December 27, 1988. The 8th amendment was made on November 6, 1989. The 9th amendment was made on April 8, 1990. The 10th amendment was made on November 5, 1990. The 11th amendment was made on February 22, 1991. The 12th amendment was made on July 20, 1991. The 13th amendment was made on February 22, 1992. The 14th amendment was made on May 1, 1993. The 15th amendment was made on June 25, 1994. The 16th amendment was made on June 24, 1995. The 17th amendment was made on November 2, 1996. The 18th amendment was made on April 15, 1999. The 19th amendment was made on January 7, 2000. The20thamendment wasmade on April 29,2000.	Article 23: The Articles of Incorporation were formulated on June 19, 1975. The 1st amendment was made on July 3, 1975. The 2nd amendment was made on June 13, 1978. The 3rd amendment was made on May 5, 1979. The 4th amendment was made on September 25, 1980. The 5th amendment was made on October 25, 1980. The 6th amendment was made on February 18, 1983. The 7th amendment was made on December 27, 1988. The 8th amendment was made on November 6, 1989. The 9th amendment was made on April 8, 1990. The 10th amendment was made on November 5, 1990. The 11th amendment was made on February 22, 1991. The 12th amendment was made on July 20, 1991. The 13th amendment was made on February 22, 1992. The 14th amendment was made on May 1, 1993. The 15th amendment was made on June 25, 1994. The 16th amendment was made on June 24, 1995. The 17th amendment was made on November 2, 1996. The 18th amendment was made on April 15, 1999. The 19th amendment was made on January 7, 2000. The20thamendment wasmade on April 29,2000.	The amendment date is added.

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The 21st amendment was made on April 24, 2001. The 22nd amendment was made on May 31, 2002. The 23rd amendment was made on May 15, 2003. The 24th amendment was made on June 14, 2005. The 25th amendment was made on June 14, 2006. The 26th amendment was made on June 13, 2008. The 27th amendment was made on June 10, 2009. The 28th amendment was made on June 17, 2010. The 29th amendment was made on June 15, 2012. The 30th amendment was made on June 23, 2014. The 31st amendment was made on June 15, 2015. The 32nd amendment was made on June 16, 2016. The 33rd amendment was made on June 12, 2018. The 34th amendment was made on June 13, 2019. The 35th amendment was made on June 12, 2020. The 36th amendment was made on July 29, 2021. The 37th amendment was made on June 15, 2022.

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(Appendix 1)

SYSCOM COMPUTER ENGINEERING CO.

Rules of Procedure for Shareholders’ Meetings

Article 1: To establish an excellent governance system for the Company’s shareholders' meeting, improve the supervisory function, and strengthen the management function, these Rules are formulated in accordance with the provisions of Article 5 of the Corporate Governance Best Practice Principles for TWSE / TPEx Listed Companies for compliance.
Article 2: Unless otherwise stipulated by laws or regulations, the rules of procedure for the Company’s shareholders' meeting shall be governed by these Rules.
Article 3: Unless otherwise provided by law or regulation, the Company's shareholders’ meetings shall be convened by the Board of Directors. Changes to the method of convening the shareholders' meeting shall be subject to a resolution by the Board of Directors and shall be made no later than before the notice of the shareholders' meeting is sent.
Thirty days before the Company convenes an annual shareholders’ meeting or 15 days before an extraordinary shareholders’ meeting, the Company shall prepare electronic files of the meeting notice, proxy form, information on proposals for ratification, matters for discussion, election or dismissal of directors, and other matters on the shareholders’ meeting agenda and upload them to the Market Observation Post System (MOPS). Meanwhile, twenty-one days before the Company convenes an annual shareholders’ meeting or 15 days before an extraordinary shareholders' meeting, it shall prepare an electronic file of the shareholders’ meeting agenda handbook and the supplementary materials and upload them to the MOPS. Fifteen days before the Company convenes a shareholders’ meeting, it shall prepare the shareholders’ meeting agenda handbook and supplementary materials and make them available for the shareholders to obtain and review at any time. In addition, the handbook shall be displayed at the Company and its stock affairs agency. The Company shall provide said handbook and supplementary materials mentioned in the preceding paragraph to the shareholders on the day of the shareholders' meeting in the following methods:
When a physical shareholders’ meeting is convened, such materials shall be distributed on-site at the shareholders’ meeting.
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When a physical shareholders’ meeting is convened, supplemented by a video conference, such materials shall be distributed on-site at the shareholders’ meeting, and an electronic file of such materials shall be uploaded to the video conference platform.
When a shareholders’ meeting is convened by video conference, an electronic file of such materials shall be sent to the video conference platform.

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

Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of the removal of the non-compete clause for the directors, capitalization of earnings, capitalization of legal reserve, dissolution, merger, or demerger of the Company, or any matter under Article 185, paragraph 1 of the Company Act; Articles 26-1 and 43-6 of the Securities and Exchange Act, and Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be set out and the essential contents explained in the notice of the shareholders’ meeting. None of the above matters may be raised by an extempore motion.

Where an election of all directors and their inauguration date shall be stated in the notice of the shareholders’ meeting, after the completion of the re-election in said meeting, such inauguration date may not be altered by any extempore motion or otherwise in the same meeting.

A shareholder holding one percent or more of the total number of outstanding shares may submit to the Company a proposal for discussion at an annual general meeting of shareholders. The number of items so proposed is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. A shareholder’s proposal in alignment with any circumstance under any subparagraph of paragraph 4 of Article 172-1 of the Company Act may not be included in the meeting agenda by the Board of Directors.

A shareholder may propose a recommendation for urging the Company to promote public interests or fulfill its social responsibilities, provided procedurally the number of items so proposed is limited only to one in accordance with Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda.

Prior to the book closure date before an annual shareholders’ meeting is held, the Company shall publicly announce its acceptance of shareholders’ proposals in writing or by electronic means and the location and time period for their

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submission; the period for acceptance of shareholders’ proposals may not be fewer than 10 days.

Each of such proposals is limited to 300 characters, and no proposal containing more than 300 characters will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the annual general meeting of shareholders and take part in the discussion of the proposal. Prior to the date for issuance of notice of a shareholders’ meeting, the Company shall inform the shareholders who submitted proposals of the proposal screening results and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the Board of Directors shall explain the reasons for any shareholders’ proposals not included in the agenda.

Article 4: For each shareholders’ meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by the Company and stating the scope of the proxy's authorization.
Each shareholder may issue only one proxy form and appoint only one proxy for any given shareholders’ meeting, and shall deliver the proxy form to the Company at least five days before the date of the shareholders’ meeting. When a duplicate proxy form is served, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy form.
Once a proxy form is received by the Company, if the shareholder wishes to attend the shareholders’ meeting in person or to exercise their voting rights in writing or by electronic means, a written proxy rescission notice shall be filed with the Company two days prior to the date of the shareholders’ meeting, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.

Once the proxy form is received by the Company, in the case that the shareholder intends to attend the shareholders’ meeting by video conference, a written proxy rescission notice shall be filed with the Company two days prior to the date of the shareholders’ meeting, otherwise, the voting power exercised by the authorized proxy at the meeting shall prevail.

Article 5: The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to independent directors’ opinions with respect to the place and time of the meeting.

When the Company convenes a shareholders’ meeting by video conference, it is

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not subject to the restriction on the venue of the meeting under the preceding paragraph.

Article 6: The Company shall state, in the meeting notice, the sign-in time and place for shareholders, solicitors, and proxies (hereinafter referred to as “shareholders”), and other matters that shall be noted. The time at which shareholders’ sign-in begins, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The sign-in location place shall be clearly marked and staffed with a sufficient number of suitable personnel. When the shareholders' meeting is convened by video conference, the sign-in process shall begin on the video conference platform 30 minutes before the meeting commences. Shareholders who have completed the sign-in shall be deemed to have attended the shareholders' meeting in person. Shareholders shall attend the shareholders’ meetings with their attendance cards, sign-in cards, or other certificates of attendance. The Company may not arbitrarily add requirements for other documents beyond those showing eligibility to attendance presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification. The Company shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The Company shall furnish attending shareholders with the meeting agenda handbook, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, ballots shall also be furnished. When the government or a juridical person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juridical person is appointed to attend as a proxy, it may designate only one person to represent it in the meeting. If the shareholders' meeting is convened by video conference, shareholders who wish to attend by video conference should register with the Company two days prior to the shareholders' meeting. If the shareholders' meeting is convened by video conference, the Company shall upload the meeting agenda handbook, annual report, and other relevant materials to the video conference platform at least 30 minutes prior to the start of the meeting and continue to disclose them till the end of the meeting.

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Article 6-1: When the Company convenes the shareholders' meeting by video conference, the information below shall be stated in the meeting notice:

Shareholders’ methods of participating in the video conference and exercising their rights.
The response to the obstacles to the video conference platform or to the participation in the video conference due to natural disasters, incidents, or other force majeure events shall include at least the following:
- (1) The time and the date of the next meeting when the meeting needs to be postponed or resumed as such obstacles cannot be resolved.
- (2) Shareholders who did not register to participate in the original shareholders’ meeting by video conference shall not participate in the meeting to be postponed or resumed.
- (3) When a physical shareholders’ meeting is convened, supplemented by a video conference, if the video conference cannot continue, after the number of shares in attendance through the video conference is deducted, the total number of shares in attendance at the physical shareholders’ meeting reaches the number as required by law, the shareholders’ meeting shall continue. For shareholders participating by video conference, the number of their shares shall be included in the total number of shares in attendance, and they shall be deemed to abstain for all motions resolved at the shareholders' meeting.
- (4) The handling method in the event that the resolution results of all motions have been announced, while extempore motions have not been resolved.
When a shareholders’ meeting is to be convened by video conference, appropriate alternatives to shareholders who have difficulty participating in the meeting by video means shall be specified.
Article 7: If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman. When the Chairman is on leave or unable to exercise the powers as the chair for any reason, the Vice Chairman shall chair the meeting on his behalf. Where there is such a position as Vice Chairman or the Vice Chairman is on leave or unable to exercise the powers as the chair for any reason, the Chairman shall appoint one of the managing directors to act as the chair. Where there is such a position as managing director, Chairman shall appoint one of the directors to act as the chair. Where the Chairman fails to not make such a designation, the managing directors or directors shall select from among themselves one person to serve as the chair.
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When a managing director or a director serves as the chair, as referred to in the preceding paragraph, the managing director or director shall have held that position for six months or more with great understanding of the Company’s financial position. The same shall apply if the chair is served by the representative of an institutional director.

It is advisable that shareholders’ meetings convened by the Board of Directors be chaired by the Chairman in person and attended by a majority of the directors. If a shareholders’ meeting is convened by a party with power to convene other than the Board of Directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

The Company may appoint its attorneys, CPAs, or relevant persons retained by it to attend a shareholders’ meeting in a non-voting capacity.

Article 8: The Company shall making an audio and video recording of the entire proceedings of a shareholders’ meeting and preserve the recordings for at least one years.
If a shareholders' meeting is convened by video conference, the Company shall keep records of shareholders' registration, sign-in, questions raised, and voting and the Company’s vote counting results and retain the records, while making an uninterrupted audio and video recording of the entire video conference. The above-mentioned materials and audio and video recordings shall be properly kept by the Company during the period of its existence, and the audio and video recordings shall be provided to those who are entrusted to handle the video conference affairs for storage.
If a shareholders' meeting is convened by video conference, the Company is advised to make an audio and video recording of the back-end interface of the video conference platform.
Article 9: Attendance at shareholders’ meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be counted according to the shares indicated in the sign-in book or the sign-in cards handed in and the sign-in record on the video conferencing platform plus the number of shares whose voting rights are exercised in writing or by electronic means.
The chair shall call the meeting to order upon the meeting time and disclose information concerning the number of non-voting shares and number of shares represented by shareholders attending the meeting.

However, when the attending shareholders do not represent a majority of the total

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number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If attending shareholders still represent less than one third of the total number of issued shares after two postponements, the chair shall declare the meeting adjourned. If a shareholders' meeting is convened by video conference, the Company shall also declare the meeting adjourned on the video conference platform.

If there are not enough shareholders representing at least one third of issued shares attending the meeting after two postponements, tentative resolutions may be passed in accordance with Article 175, paragraph 1 of the Company Act. Shareholders shall be notified of the tentative resolutions, and another shareholders’ meeting will be convened within one month. If a shareholders’ meeting is convened by video conference, shareholders who wish to attend by video conference shall re-register with the Company in accordance with Article 6. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of outstanding shares, the chair may resubmit the tentative resolution for a vote by the shareholders’ meeting pursuant to Article 174 of the Company Act.

Article 10: If a shareholders’ meeting is convened by the Board of Directors, the meeting agenda shall be set by the Board of Directors. Votes shall be cast on the proposals on the agenda one by one. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution by the shareholders’ meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a

shareholders’ meeting convened by a party with the power to convene other than the Board of Directors.

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

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extempore motions put forward by the shareholders; when the chair is of the opinion that a proposal has been

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discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

Article 11: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, their shareholder account number, and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech is not in alignment with the subject on the speaker's slip, the spoken content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes; however, if the shareholder's speech violates the rules or exceeds the scope of the motion, the chair may have the shareholder stop the speech. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation. When a juridical person shareholder appoints two or more representatives to attend a shareholders; meeting, only one of the representatives so appointed may speak on the same proposal.
After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
If a shareholders’ meeting is convened by video conference, shareholders who participate by video conference may ask questions in text on the video conference platform after the chair calls the meeting to order and before the chair declares the meeting adjourned. The number of questions raised by each shareholder for each motion shall not exceed two, each question shall be limited to 200 characters, and the provisions of paragraphs 1 to 5 shall not apply. If such questions in the preceding paragraph are not in violation of the regulations or not outside the scope of the motions, it is advisable to disclose such questions on the video conference platform.
Article 12: Voting at shareholders’ meetings shall be calculated based on numbers of shares. The non-voting shares held by shareholders shall not be counted toward the total number of outstanding shares for any resolution to be adopted at a shareholders’ meeting.

A shareholder who has a personal interest in the matter under discussion at a

meeting, which may impair the Company’s interest, shall not vote nor exercise

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the voting right on behalf of another shareholder.

Shares for which voting right cannot be exercised as provided in the preceding paragraph shall not be counted toward the number of votes of shareholders present at the meeting.

Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting rights represented by them shall not exceed 3% of the total number of the Company’s voting shares, otherwise, the portion of excessive voting rights shall not be counted.

Article 13: A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act.

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

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

After shareholders exercise their voting rights in writing or by electronic means, if they wish to attend the shareholders’ meeting in person or by video conference, they shall serve a declaration of intent to retract the voting rights already exercised under the preceding paragraph two days before the shareholders’ meeting in the same manner in which the voting rights were exercised; otherwise the voting rights exercised in writing or by electronic means shall prevail. If the shareholder exercises the voting right in writing or by electronic means and appoints a proxy with a proxy form to attend the shareholders’ meeting, the voting right exercised by the attending proxy at the meeting shall prevail.

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Except as otherwise provided in the Company Act and in the Company's Articles of Incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, for each proposal, the chair or a person designated by the chair shall first announce the total number of voting rights represented by the attending shareholders, followed by a vote by the shareholders. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered on the MOPS.

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

Scrutineers and vote counting personnel for the voting on proposals shall be appointed by the chair, provided that all scrutineers be shareholders of the Company.

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

When a shareholders’ meeting is convened by video conference, shareholders participating by video conference shall vote on various motions and election(s) on the video conference platform after the chair calls the meeting to order. They shall complete the voting before the chair declares the voting closed, otherwise they shall be deemed to have waived their voting rights.

When a shareholders’ meeting is convened by video conference, after the chair declares the voting closed, the votes shall be counted at one go, and the voting and election results shall be announced.

If a shareholders’ meeting is convened, along with a video conference held at the same time, shareholders who have registered to attend the shareholders' meeting by video conference in accordance with Article 6, intend to attend the physical shareholders' meeting in person, shall rescind the registration in the same manner as the registration two days before the shareholders' meeting, otherwise they can only attend the shareholders' meeting by video conference.

Those who exercise their voting rights in writing or by electronic means without retracting their declaration of intention and participate in the shareholders'

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meeting by video conference shall not exercise their voting rights on the same motions, propose amendment to the same motions, or exercise their voting rights for revised motions, except for extempore motions.

Article 14: 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 those failed to be elected and the numbers of votes they won.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the scrutineers and kept properly for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.
Article 15: Matters relating to the resolutions by a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.

Said distribution may be announced through the MOPS.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their voting results (including the number of voting rights), and disclose the number of votes won by each candidate in the event of an election of directors. The minutes shall be retained for the duration of the existence of the Company.
When a shareholders' meeting is convened by video conference, the minutes of the shareholders' meeting shall contain the start and end time of the shareholders' meeting, the method of convening the meeting, the names of the chair and the meeting taker, as well as the response method and the response situation when any natural disasters, accidents, or other force majeure events have obstructed the video conference platform or the participation in the video conference in addition to the matters that shall be recorded in accordance with the preceding paragraph. When a shareholders' meeting is convened by video conference, the Company shall proceed as per the preceding paragraph and shall specify the alternative measures provided to shareholders who have difficulty participating in the video conference in the minutes of the shareholders' meeting.
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Article 16: The Company shall, on the day of the shareholders' meeting, compile a statistical statement in the prescribed format and disclose the number of shares solicited by the solicitor, the number of shares represented by the proxies, and the number of shares in attendance in writing or by electronic means clearly on site at the shareholders' meeting. When a shareholders' meeting is convened by video conference, the Company shall upload the aforementioned information to the video conference platform at least 30 minutes before the start of the meeting and continue to disclose it till the end of the meeting. When a shareholders’ meeting is convened by video conference, when the chair calls the meeting to order, the total number of shares in attendance shall be disclosed on the video conference platform. The same shall apply if the total number of shares and voting rights in attendance are counted during the meeting. If any resolutions by the shareholders' meeting are material information as stipulated by laws and regulations or the Taiwan Stock Exchange Corporation, the Company shall upload the content to the MOPS prior to a deadline.

Article 17: Staff handling administrative affairs of a shareholders’ meeting shall wear an identification badge or an armband.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification badge or an armband, reading "Proctor."

At the place of a shareholders’ meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by the Company, the chair may prevent the shareholder from so doing. When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 18: When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

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

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

Article 19: When a shareholders' meeting is convened by video conference, the Company shall immediately disclose the voting results and election results of various motions on the video conference platform in accordance with the regulations, and shall continue to disclose for at least 15 minutes after the chair declares the meeting adjourned.
Article 20: When a shareholders' meeting is convened by video conference, the chair and the minute taker shall be at the same location in Taiwan, and the chair shall disclose the address of the place when calling the meeting to order.
Article 21: When a shareholders' meeting is convened by video conference, the Company may allow shareholders to perform a simple test of the connection before the meeting commences and provide relevant services immediately before and during the meeting to assist with any technical communication problems. When a shareholders' meeting is convened by video conference the chair shall, when calling the meeting to order, announce that there is no need for postponement or resumption of the meeting as stipulated in Article 44-24, paragraph 24 of the Regulations Governing the Administration of Shareholder Services of Public Companies; and that the requirement on the date of the meeting postponed or resumed within five days due to any natural disasters, accidents, or other force majeure events that have obstructed the video conference platform or the participation in the video conference for more than 30 minutes under Article 182 of the Company Act shall not apply before the chair declares the meeting adjourned.
In the event of any incident in the preceding paragraph that caused the meeting to be postponed or resumed, shareholders who have not registered to participate in the original shareholders' meeting by video conference shall not participate in the meeting postponed or resumed.
For the meeting to be postponed or resumed under paragraph 2, shareholders who have registered to participate in the original shareholders’ meeting by video conference and have completed the registration but fail to participate in said meeting, the number of shares in attendance and the voting rights and voting rights for elections exercised at the original shareholders’ meeting shall be included in the total number of attending shareholders’ shares, voting rights, and voting rights for elections at the meeting postponed or resumed.
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When a shareholders meeting is postponed or resumed in accordance with paragraph 2, the motions for which the voting and counting of votes have been completed and the voting results or the list of elected directors have been announced, do not need to be discussed or resolved again.

When the Company convenes a shareholder’s meeting, supplemented by a video conference, if the video conference cannot continue as under paragraph 2, after the number of shares in attendance through the video conference is deducted, the total number of shares in attendance at the physical shareholders’ meeting reaches the number as required by law, the shareholders’ meeting shall continue. There is no need to postpone or resume the meeting in accordance with paragraph 2. When the meeting shall continue as in the preceding paragraph, for shareholders participating by video conference, the number of their shares shall be included in the total number of shares in attendance; however, they shall be deemed to abstain for all motions resolved at the shareholders' meeting.

When the Company postpones or resumes the meeting in accordance with paragraph 2, it shall handle the relevant matters in accordance with the provisions set forth in Article 44-27 of the Regulations Governing the Administration of Shareholder Services of Public Companies, and relevant preparations shall be made as per the date of the original shareholders' meeting and the provisions of this article.

Based on the period under Article 12,second-half paragraph and Article 13, paragraph 3 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies; Article 44-5, paragraph 2, Article 44-15,and Article 44-17, paragraph 1 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall postpone or resume the shareholders' meeting at a date as per paragraph 2.

Article 22: When the Company convenes a shareholders’ meeting by video conference, it shall provide appropriate alternatives to shareholders who have difficulty attending the shareholders’ meeting by video conference.
Article 23: These Rules and all amendments thereto shall take effect upon approval by a shareholders’ meeting.
Article 24: These Rules were formulated on June, 24, 1995. The 1st amendment was made on April 18, 1998. The 2nd amendment was made on April 15, 1999. The 3rd amendment was made on May 31, 2002.
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The 4th amendment was made on June 14, 2006. The 5th amendment was made on June 15, 2012. The 6th amendment was made on June 23, 2014. The 7th amendment was made on June 12, 2020. The 8th amendment was made on July 29, 2021. The 9th amendment was made on June 15, 2022.

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(Appendix 2)

Articles of Incorporation of Syscom Computer Engineering Company

Article 1: The company is incorporated in accordance with the Company Act and named 凌群電腦股份有限公司 . The English name is Syscom Computer Engineering Company.
Article 2: The scope of the Company’s business is as follows:
E601010 Electric Appliance Construction
E603050 Automatic Control Equipment Engineering
E605010 Computer Equipment Installation
E701010 Telecommunications Engineering
E701020 Satellite Television KU Channels and Channel C Equipment Installation
E701030 Controlled Telecommunications Radio-Frequency Devices Installation Engineering
E701040 Simple Telecommunications Equipment Installation
EZ05010 Instrument and Meters Installation Engineering
EZ99990 Other Engineering
F108031 Wholesale of Medical Devices
F113010 Wholesale of Machinery
F113030 Wholesale of Precision Instruments
F113050 Wholesale of Computers and Clerical Machinery Equipment
F113070 Wholesale of Telecommunication Apparatus
F113110 Wholesale of Batteries
F113990 Wholesale of Other Machinery and Tools
F118010 Wholesale of Computer Software
F119010 Wholesale of Electronic Materials
F208031 Retail Sale of Medical Apparatus
F213030 Retail Sale of Computers and Clerical Machinery Equipment
F213040 Retail Sale of Precision Instruments
F213050 Retail Sale of Measuring Instruments
F213060 Retail Sale of Telecommunication Apparatus
F218010 Retail Sale of Computer Software
F219010 Retail Sale of Electronic Materials
F401010 International Trade
F601010 Intellectual Property Rights
G903010 Telecommunications Enterprises
I103060 Management Consulting
I301010 Information Software Services
I301020 Data Processing Services
I301030 Electronic Information Supply Services
I501010 Product Designing
I599990 Other Designing
J202010 Industry Innovation and Incubation Services
J303010 Magazine (Periodical) Publishing
J304010 Book Publishing
JA02010 Electric Appliance and Electronic Products Repair
JA02990 Other Repair
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JE01010 Rental and Leasing
ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
Article 2-1: When the Company is a limited liability shareholder at another company, its total investment is not subject to the limit of 40% of the total paid-in capital under Article 13 of the Company Act.
Article 3: The Company may provide guarantees to external entities for business needs. Article 4: The Company is headquartered in Taipei City and may establish branches at home and abroad when necessary with a resolution adopted by the Board of Directors.
Article 5: Deleted.

Chapter II Shares

Article 6: The Company’s total capital is NT$1.57 billion, which is divided into 157 million shares with a par value of NT$10 per share, and the Board of Directors is authorized to issue them in tranches. Of the above capital, NT$300 million is divided into 30 million shares, with a par value of NT$10 per share, for subscription by employees who exercise their stock warrants or corporate bonds with warrants. Such shares may be issued in tranches, and the Board of Directors is authorized to handle it in accordance with the Company Act and relevant laws and regulations.
Article 7: Deleted. Article 8: The Company’s shares are generally registered and are issued after being signed or sealed by the directors representing the Company and certified in accordance with the law. The Company may be exempted from printing stock certificates and shall register with the centralized securities depository enterprise when issuing shares.
Article 9: The change of name and transfer of shares shall be suspended within 60 days before an annual shareholders' meeting, within 30 days before an extraordinary shareholders' meeting, or within 5 days before the record date of payout of dividends, bonuses, or other benefits.
Article 9-1: The Company's stock affairs shall be handled in accordance with the relevant laws and regulations and the regulations of the competent authority.

Chapter III Shareholders' Meeting

Article 10: There are annual and extraordinary shareholders’ meetings. The Board of Directors shall convene the annual meeting once a year within six months after the end of each fiscal year. Extraordinary meetings may be convened at any time as needed.

The Company may convene shareholders' meeting by video conference or in other methods as announced by the central competent authority.

Article 11: Any shareholder who is unable to attend a shareholders’ meeting for any reason may appoint a proxy to attend the meeting by presenting a letter of attorney printed by the Company, indicating the scope of the authorization.
Article 12: Each of the Company’s shareholders shall be entitled to one vote for each share held unless otherwise stipulated by laws and regulations.
Article 13: Unless otherwise provided by the Company Act, resolutions by a
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shareholders' meeting shall be adopted by more than half of the voting rights represented by shareholders at such a meeting attended by shareholders representing more than half of the total outstanding shares.

Chapter IV Board of Directors and Audit Committee

Article 14: The Company shall have 5 to 7 directors on the Board. The term of office is 3 years. The shareholders’ meeting shall elect such directors from candidates with the legal capacity, and they can be re-elected.

Of said number of the Company’s directors, the number of independent directors shall not be fewer than three and shall not be fewer than one- third of the total number of directors. Directors (including independent directors) shall be elected through a candidate nomination system by the shareholders’ meeting from a list of candidates for directors (including independent directors).

The professional qualifications, shareholding, restrictions on positions held concurrently, nomination and appointment methods, and other matters to be complied with for independent directors shall be governed by the relevant regulations of the competent securities authority.

Article 14-1: The Company has established an Audit Committee in accordance with the Securities and Exchange Act, and the committee is formed by all independent directors.
The Audit Committee’s responsibilities, charter, exercise of powers, and other matters to be complied with shall be handled in accordance with the competent securities authority’s and the Company’s relevant regulations.
Article 15: The Board of Directors shall be formed by the directors, and the Chairman shall be elected by more than half of the attending directors from among themselves at a Board meeting attended by more than two-thirds of all directors. The Chairman represents the Company externally.
Article 16: A Board meeting shall be convened by the Chairman, and the resolutions shall be adopted by more than half of the attending directors from among themselves at a Board meeting attended by more than two-thirds of all directors, unless otherwise provided by the Company Law and the Articles of Incorporation. If a director is unable to attend in person for any reason, they may appoint another director as their proxy. In addition, when a Board meeting is convened by video conference, the directors who participate in the meeting by video conference shall be deemed to have attended the meeting in person.
Article 16-1: When a Board meeting is to be convened, the reasons shall be stated in a meeting notice, which shall then be sent to all directors at least seven days in advance. However, in the event of an emergency, a Board may be convened at any time.
The notice referred to in the preceding paragraph may be sent in writing or by fax or email.
Article 17: If the Chairman is on leave or is unable to exercise his powers for any reason, his substitute shall be handled in accordance with Article 208 of the Company Act.
Article 18: The Board of Directors is authorized to determine the remuneration to the Chairman and directors based on their involvement in the Company's operations, the values of their contributions, and the general standard in the
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industry. All directors may be paid with honoraria depending on the actual situation.

Article 18-1: The Company may purchase liability insurance for directors during their terms in accordance with the law for the scope of their duties, to reduce and diversify the risk of material damage to the Company and shareholders due to illegal acts committed by a director.

Chapter V Managers

Article 19: The Company may engage managers, whose appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.

Chapter VI Accounting

Article 20: The Board of Directors shall prepare (1) business report, (2) financial statements, and (3) statement of Earnings distribution and deficit compensation at the end of each fiscal year and submit them to the annual shareholders’ meeting for ratification.
Article 21: If the Company makes a profit in a fiscal year, it shall allocate no less than 3% of the balance as employee remuneration, which shall be distributed in stock or cash as per the resolution by the Board of Directors. The recipients shall include employees of the controlling company or subsidiaries who met certain criteria. The distribution of employee remuneration shall be reported to the shareholders’ meeting. However, when the Company still has a cumulative deficit, it shall reserve an amount to compensate it first and then allocate an amount for employee remuneration according to the percentage set out in the preceding paragraph.
Article 21-1: Where the Company made a profit in a fiscal year, the profit shall be first used for paying taxes, offsetting the cumulative deficit, setting aside 10% of the remaining profit as a legal reserve unless it has reached the total amount of the Company’s paid-in capital, setting aside an amount for or reversing a special reserve in accordance with laws and regulations, and then any remaining profit, together with any undistributed earnings, shall be adopted by the Company’s Board of Directors as the basis for making a distribution proposal, which shall then be submitted to the shareholders’ meeting for a resolution before distribution of bonuses to shareholders.
Article 21-2: To ensure the Company’s stable growth, sustainable development, and longterm development, the Company considers the its future capital needs and long-term financial planning and distributes dividends with a moderate combination of cash and stock dividends, with balanced and stable dividends maintained, while determining the type, amount, and time of the dividends to be distributed as per the year’s profit, capital budget planning, and capital amount. The Company shall distribute cash dividends at no less than 10% of the total dividends to be distributed in the year; however, if it has more abundant surplus and capital in the future, it may raise said percentage.
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Chapter VI Supplementary Provisions

Article 22: Matters not specified in the Articles of Incorporation shall be handled in accordance with the Company Act. Article 23: The Articles of Incorporation were formulated on June 19, 1975. The 1st amendment was made on July 3, 1975. The 2nd amendment was made on June 13, 1978. The 3rd amendment was made on May 5, 1979. The 4th amendment was made on September 25, 1980. The 5th amendment was made on October 25, 1980. The 6th amendment was made on February 18, 1983. The 7th amendment was made on December 27, 1988. The 8th amendment was made on November 6, 1989. The 9th amendment was made on April 8, 1990. The 10th amendment was made on November 5, 1990. The 11th amendment was made on February 22, 1991. The 12th amendment was made on July 20, 1991. The 13th amendment was made on February 22, 1992. The 14th amendment was made on May 1, 1993. The 15th amendment was made on June 25, 1994. The 16th amendment was made on June 24, 1995. The 17th amendment was made on November 2, 1996. The 18th amendment was made on April 15, 1999. The 19th amendment was made on January 7, 2000. The 20th amendment was made on April 29, 2000. The 21st amendment was made on April 24, 2001. The 22nd amendment was made on May 31, 2002. The 23rd amendment was made on May 15, 2003. The 24th amendment was made on June 14, 2005. The 25th amendment was made on June 14, 2006. The 26th amendment was made on June 13, 2008. The 27th amendment was made on June 10, 2009. The 28th amendment was made on June 17, 2010. The 29th amendment was made on June 15, 2012. The 30th amendment was made on June 23, 2014. The 31st amendment was made on June 15, 2015. The 32nd amendment was made on June 16, 2016. The 33rd amendment was made on June 12, 2018. The 34th amendment was made on June 13, 2019. The 35th amendment was made on June 12, 2020. The 36th amendment was made on July 29, 2021. The 37th amendment was made on June 15, 2022.

SYSCOM COMPUTER ENGINEERING CO.

Chairman: Jui-Fu Liu

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(Appendix 3)

SYSCOM COMPUTER ENGINEERING CO.

Shareholdings of Directors

I. As per Article 26 of the Securities and Exchange Act and the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the minimum number of shares held by the Company’s all directors is as follows: Number of ordinary shares issued by the Company 100,000,000 shares Number of shares held by all directors as required by law 8,000,000 shares
II. As of the book closure date on April 15, 2023 for the 2023 Annual Shareholders’ Meeting, the number of shares held by all directors has reached the percentage stipulated in Article 26 of the Securities and Exchange Act.

Job title	Name	Number of shares held	Percentage (%)
Chairman	Jui-Fu Liu	18,346,787	18.35
Director	Jui-Lung Liu	402,562	0.40
Director	Po-Wen Wang	0	0
Director	Chih-Chun Liu	4,375,567	4.37
Independent Director	Wang-Ying Yu	0	0
Independent Director	Che-Fu Kung	0	0
Independent Director	Chung-Lieh Kuo	0	0
Number of shares held by all directors		23,124,916	23.12

The Company has established an Audit Committee, so the number of shares legally required to be held by supervisors does not apply.

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AI assistant

SYSCOM — AGM Information 2023

52093_rns_2023-06-16_ecc3fc41-6580-48c8-955a-4f3ead561ec9.pdf

SYSCOM COMPUTER ENGINEERING CO.

2023 Annual Shareholders’ Meeting

Meeting Handbook

Table of Contents

SYSCOM COMPUTER ENGINEERING CO. Procedure for the 2023 Annual Shareholders’ Meeting

VI. Extemporary Motions VII. Meeting Adjourned

SYSCOM COMPUTER ENGINEERING CO. 2023 Annual Shareholders’ Meeting

Report Items

Item 1:

Item 2:

Item 3:

Proposal Items

Item 2:

Discussion Items

Extemporary Motions

Meeting Adjourned

(Attachment 1)

Syscom Computer Engineering Co.

2022 Business Report

I. Introduction

II. 2022 Business Overview and Profitability

III. Business Plan and Outlook for 2023

(1) Business plan

1. Market trends

(2) Future outlook

(Attachment 2)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Recognition of Contract Revenue

Other Matters

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

SYSCOM COMPUTER ENGINEERING CO. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2022 AND 2021

SYSCOM COMPUTER ENGINEERING CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31,2022 AND 2021

SYSCOM COMPUTER ENGINEERING CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

SYSCOM COMPUTER ENGINEERING CO. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Recognition of Contract Revenue

Other Matter

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

SYSCOM COMPUTER ENGINEERING CO.

BALANCE SHEETS

DECEMBER 31, 2022 AND 2021

SYSCOM COMPUTER ENGINEERING CO.

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31,2022 AND 2021

SYSCOM COMPUTER ENGINEERING CO.

STATEMENTS OF CHANGES IN EQUITY

SYSCOM COMPUTER ENGINEERING CO.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31,2022 AND 2021

(Attachment 4)

SYSCOM COMPUTER ENGINEERING CO.

(Attachment 5)

SYSCOM COMPUTER ENGINEERING CO.

(Appendix 1)

SYSCOM COMPUTER ENGINEERING CO.

(Appendix 2)

Articles of Incorporation of Syscom Computer Engineering Company

Chapter II Shares

Chapter III Shareholders' Meeting

Chapter IV Board of Directors and Audit Committee

Chapter V Managers

Chapter VI Accounting

SYSCOM AGM Information 2023