Transcend - AGM Information 2021 | FinancialReports.eu

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創見資訊股份有限公司

Transcend Information, Inc.

Handbook for the 2021 Annual Regular Shareholders’ Meeting

This English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.

Transcend Information, Inc. Handbook for the 2021 Annual Regular Shareholders’ Meeting TABLE OF CONTENTS

MEETING PROCEDURE .................................................................................................................... 1 MEETING AGENDA ............................................................................................................................ 2 REPORT ITEMS ................................................................................................................................. 3 PROPOSED ITEMS ............................................................................................................................ 5 DISCUSSION AND ELECTION ITEMS .......................................................................................... 7 OTHER BUSINESS AND SPECIAL MOTION ............................................................................... 8 ATTACHMENT I ： BUSINESS REPORT ...................................................................................................................... 9 II ： AUDIT COMMITTEE’S REVIEW REPORT ......................................................................... 11 III ： 2020 PARENT COMPANY ONLY FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT ....................................................................................................... 12 IV ： 2020 CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’ REPORT .............................................................................................................................. 22 V ： COMPARISON TABLE FOR THE “RULES AND PROCEDURES OF SHAREHOLDERS’ MEETING” ......................................................................................................................... 32 VI ： COMPARISON TABLE FOR THE “PROCEDURES FOR ELECTION OF DIRECTOR” ................................................................................................................................................ 48 VII ： THE NOMINATION LIST OF DIRECTORS ...................................................................... 50 VIII ： THE CONCURRENT POSITIONS OF DIRECTORS ....................................................... 54 APPENDIX I ： RULES AND PROCEDURES OF SHAREHOLDERS’ MEETING (BEFORE AMENDMENT) . 55 II ： ARTICLES OF INCORPORATION ......................................................................................... 58 III ： PROCEDURES FOR ELECTION OF DIRECTOR (BEFORE AMENDMENT) ....................... 64 IV ： SHAREHOLDINGS OF ALL DIRECTORS .......................................................................... 66

Transcend Information, Inc.

2021 ANNUAL REGULAR SHAREHOLDERS’ MEETING PROCEDURE

1. Call the Meeting to Order

Chairman's Remarks
Report Items
Proposed Items
Discussion and Election Items
Other Business and Special Motion

7. Meeting Adjourned

Transcend Information, Inc.

2021 ANNUAL REGULAR SHAREHOLDERS’ MEETING AGENDA

(Translation)

Time: 9:00 a.m., Thursday, June 17, 2021

Place: 1F, No. 70, XingZhong Rd., NeiHu Dist., Taipei 114, Taiwan (Transcend Information, Inc.)

Chairman's Remarks

I. Report Items

(1) To report the business of 2020.
(2) Audit Committee’s Review Report.
(3) To report 2020 employees’ profit sharing bonus and directors’ compensation.
(4) The status of endorsements and guarantees provided by the Company.
(5) Cash distribution from 2020 retained earnings.
(6) Cash distribution from capital surplus.

II. Proposed Items

(1) Adoption of 2020 Business Report and Financial Statements.
(2) Adoption of the proposal for distribution of 2020 earnings.

III. Discussion and Election Items

(1) To approve the amendments to “Rules and Procedures of Shareholders’ Meeting”.
(2) To approve the amendments to “Procedures for Election of Director”.
(3) Election of directors.
(4) To release the prohibition on directors from participation in competing business.

IV. Other Business and Special Motion

V. Meeting Adjourned
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I. Report Items

(1) To report the business of 2020.

Explanatory Notes:

Please refer to page 9 to 10 for Attachment I.

(2) Audit Committee’s Review Report.

Explanatory Notes:

Please refer to page 11 for Attachment II.

(3) To report 2020 employees’ profit sharing bonus and directors’ compensation.

Explanatory Notes:

A. The remuneration of 2020 profit to employees would be NT$ 14,786,482 (distributed in cash); and that to directors would be NT$ 2,160,000.
B. The estimated remuneration to employees is NT$ 15,224,586 and the different amount should be NT$ 438,104; the estimated remuneration to directors is NT$ 2,131,442 and the different amount should be NT$ 28,558.
C. The difference will be taken as a change in accounting estimate and adjusted in profit or loss for 2021.
(4) The status of endorsements and guarantees provided by the Company.

Explanatory Notes:

The Company provided a guarantee for Transcend Japan Inc. amounting to JPY 2,000,000 thousands, and the actual amount of guarantee draw down is JPY 0 by the end of 2020. Pursuant to the Company’s “Procedures for Endorsements and Guarantees”, the limit of guarantee was NT$ 7,351,545 thousands (approximate JPY 27,600,000 thousands).

(5) Cash distribution from 2020 retained earnings.

Explanatory Notes:

A. To comply with Section 5 of Article 240 of the Company Act and Article 22-1 of the Company’s Articles of Incorporation, the board of directors is authorized to distribute dividends and bonuses in whole or in part that may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors.
B. For appropriations of 2020 earnings, the Company will distribute cash dividend of NT$ 1,094,107,271 (NT$2.55 per share).
C. Please refer to page 6 for the chart of 2020 earnings distribution.
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D. Cash dividend will be distributed proportionately according to shareholders’ shares ownership registered in the Common Stockholders’ Roster as of the date of record. The cash distribution will be rounded down to NT$1 (any amount under NT$1 will be discarded), and the remaining fraction will be incorporated into other revenues of the Company.
E. To avoid the change in the total amount of common shares outstanding resulting from buyback of company shares, or transfer or cancellation of treasury stock, it is proposed that the Chairman of the Board be authorized to adjust the cash to be distributed to each common share.

(6) Cash distribution from capital surplus.

Explanatory Notes:

A. To comply with Article 241 of the Company Act and Article 22-1 of the Company’s Articles of Incorporation, the board of directors is authorized to distribute capital surplus in whole or in part that may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors.
B. The capital surplus derived from the issuance of new shares at a premium totaling NT$ 214,530,838 will be distributed in cash of NT$0.50 per share.
C. Cash distribution from capital surplus will be distributed proportionately according to shareholders’ shares ownership registered in the Common Stockholders’ Roster as of the date of record. The cash distribution will be rounded down to NT$1 (any amount under NT$1 will be discarded), and the remaining fraction will be incorporated into other revenues of the Company.
D. To avoid the change in the total amount of common shares outstanding resulting from buyback of company shares, or transfer or cancellation of treasury stock, it is proposed that the Chairman of the Board be authorized to adjust the cash to be distributed to each common share.
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I. Proposed Items

(1) Adoption of 2020 Business Report and Financial Statements.

(Proposed by the Board of Directors)

Explanatory Notes:

A. The parent company only financial statement and consolidated financial statement of the Company for the year of 2020 have been audited by independent auditors, Mr. Chun-Yao Lin and Mr. Chin-Chang Chen, of the Pricewaterhouse Coopers.
B. The Business Report, Independent Auditors’ Report and Financial Statements are hereby also attached. (Please refer to page 9 to 10 for Attachment I, and page 12 to 31 for Attachment III and IV)
C. It is submitted for ratification.

Resolution:

(2) Adoption of the proposal for distribution of 2020 earnings.

(Proposed by the Board of Directors)

Explanatory Notes:

A. To appropriate legal reserve and to reverse special reserve from 2020 earnings in accordance with the regulations.
B. Please refer to page 6 for the chart of 2020 earnings distribution.
C. It is submitted for ratification.

Resolution:

Transcend Information, Inc.

The Chart of 2020 Earnings Distribution

For the year ended December 31, 2020 (Expressed in New Taiwan dollar)

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Item Amount Remarks
Unappropriated retained earnings at beginning 4,640,451,363
Add: Adjustment on unappropriated earnings for 2020 (1,483,837)
Adjusted unappropriated retained earnings 4,638,967,526
Add: Net income for 2020 1,197,735,191
Less: Legal reserve (10%) (119,625,135)
Add: Reversal of Special reserve 13,657,293
Retained earnings available for appropriation as of
5,730,734,875
December 31, 2020
Less: Items of distribution - Cash dividend
(1,094,107,271)
Cash dividend to shareholders (NT$2.55 per share)
Unappropriated retained earnings at end 4,636,627,604
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Chairman: Shu, Chung-Won General Manager: Hong, Wan-Hoon Accounting Supervisor: Hsiao, Sheng-Yin

III. Discussion and Election Items

(1) To approve the amendments to “Rules and Procedures of Shareholders’ Meeting”. (Proposed by the Board of Directors)

Explanatory Notes:

A. To comply with the amendments of the “Company Act” and the sample template for “Rules of Procedure for Shareholders’ Meetings” released by Taiwan Stock Exchange, and to meet the Company’s practical operation needs, the Company hereby proposes amendments to “Rules and Procedures of Shareholders’ Meeting”.
B. Please refer to page 32 to 47 for Attachment V: the Comparison Table for the “Rules and Procedures of Shareholders’ Meeting”.
C. It is submitted for approval.

Resolution:

(2) To approve the amendments to “Procedures for Election of Director”.
(Proposed by the Board of Directors)

Explanatory Notes:

A. To comply with the enforcement letter released by Financial Supervisory Commission and the sample template for “Procedures for Election of Directors” released by Taiwan Stock Exchange, the Company hereby proposes amendments to “Procedures for Election of Director”.
B. Please refer to page 48 to 49 for Attachment VI: the Comparison Table for the “Procedures for Election of Director”.
C. It is submitted for approval.

Resolution:

(3) Election of directors.

(Proposed by the Board of Directors)

Explanatory Notes:

A. Three-year term of the current directors started from June 14, 2018 and concluded on June 13, 2021. To comply with Article 195 of the Company Act, in case no election of new directors is effected after expiration of the term of office of existing directors, the term of office of out-going directors shall be extended until the time new directors have been elected and assumed their office.
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B. The shareholders’ meeting shall elect 9 directors (including 3 independent directors). Three-year term of the new directors will start from June 17, 2021 and conclude on June 16, 2024.
C. According to the regulations and Articles of Incorporate, a candidate nomination system shall be adopted. Please refer to page 50 to 53 for Attachment VII: the Nomination List of Directors.
D. The three independent director candidates, Mrs. Wang Yi-Hsin, Mr. Chen Yi-Liang and Mr. Chen Lo-Min have a wealth of knowledge and experience in industry and can give critical advice to the Company. Although they have positioned as independent directors for three terms, the Company remains reliance on the expertise for playing full of specialty in addition to duty performance, and monitor and give professional advice to the board of directors. Therefore, they remain to be the candidates to the independent director of the Company in this election.
E. It is submitted for election.

Voting by Poll:

(4) To release the prohibition on directors from participation in competing business. (Proposed by the Board of Directors)

Explanatory Notes:

A. Pursuant to Article 209 of Company Act, it is proposed to release non-competition restrictions on the newly-elected directors, who may participate in investment or operation of another company that engages in the same or similar business scope, under the premise that no harm to the Company's interest.
B. Please refer to page 54 for Attachment VIII: the Concurrent Positions of Directors.
C. It is submitted for approval.

Resolution:

IV. Other Business and Special Motion

V. Meeting Adjourned
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Attachment I

TRANSCEND INFORMATION, INC. BUSINESS REPORT

Looking back on a turbulent year of 2020, due to the global impact of the COVID-19 pandemic, the overall environment was harsh and the business operational environment encountered great challenges, and particularly, the export channel market was most severely affected by the pandemic. Fortunately, the important functions of research, development and production of Transcend were mostly centralized in the headquarters and factories located in Taiwan. Accordingly, under the severe impact of the pandemic, the Company was still able to maintain stable operation and production system, thereby satisfying the market demands. For the second half of the year, the domestic and foreign markets started to recover their sales dynamics; however, the raw material price was still unstable. Transcend was able to maintain its consistent stable business operation principle, and through reasonable pricing and service, the Company established long-term cooperation with customers, such that the impact of the raw material market fluctuation on the profit of Transcend was reduced. Despite the overall revenue and profit performance of the Company being slightly decreased from the last year, the Company was nonetheless still able to maintain the average whole-year gross margin rate of 21.6%. In addition, the continuous appreciation of NTD was not favorable to the export sales and foreign current position evaluation. Nevertheless, Transcend was able to make early response and had actively adjusted the foreign currency position such that the impact of the foreign exchange was reduced to the minimum. Transcend will continue to improve and transform while seeking advancements and breakthroughs in various aspects. We sincerely appreciate the continuous support and encouragement from all our shareholders, customers, suppliers and employees.

For the year of 2020, the consolidated revenue of Transcend reached NT$11.4 billion, consolidated gross profit was NT$2.47 billion and the gross margin rate was 21.6%; the consolidated operating income was NT$1.21 billion, the net income before tax was NT$1.50 billion and the net income after tax was NT$1.20 billion. Based on the calculation of the share capital of the weighted average number of shares outstanding of NT$ 4.3 billion, the EPS was NT$ 2.79.

To face the rapid changing supply chain and to satisfy the terminal market demands, Transcend continues to focus on the embedded solution and to provide high value-added strategy products. To cope with the increasing demands from 5G, AIoT industries and Stay-at-Home economy, the Company has developed various wide-temperature range, high speed and highly durable industrial grade products. In addition to the introduction of 96-layer 3D flash memories into SSD, to satisfy the demands for edge computing business opportunities, the Company has also developed DDR4 3200 memory modules and continues to implement active planning in various fields of industrial

applications. For the consumer market, the Company is dedicated in the high performance strategy products, including ultra-speed shock resistant mobile SSD series, ESD370C, high speed portable USB JetFlash 920, and CFexpress 820 Type B memory card exclusively for high-end camera recording, etc., in order to satisfy the diverse demands of customers.

With years of commitment in the brand management, Transcend has honorably received numerous grand awards for the Company’s outstanding R&D design, product quality and brand image. This year, the Company has received the honor of “Interbrand’s Top 20 Best Taiwan Global Brands” for the 14th consecutive year and has also achieved the outstanding record of receiving the “Taiwan Excellence Award” for the 17th consecutive year, demonstrating the Company’s remarkable product design capability to the world. In addition to the focus on the core business, the Company also upholds the value of creating a better society and actively invests in corporate resources for returning to the society. Through long-term sponsorship in the youth sports contests and cultivation of youth in domestic and overseas events, the Company looks forward to promoting the sports development in Taiwan, including HBL and HVL, etc., and the Company has received the honor of “Sports Promoter Award” for the 7th consecutive year. In 2020, the Company further received the honor of “Bronze Award in Sponsorship” for the award category, demonstrating the Company’s active involvement and determination in the corporate social responsibility.

Looking into 2021, it is expected to face the industrial environment of demand greater than supply. In the meantime, with the expansion of the embedded applications in the global market, another upcoming growth cycle can be expected. While facing the rapid change of the industrial environment, Transcend will continue to expedite the product research and development, to expand and increase production efficiency and to seek stable supply sources, thereby achieving stable profit for the Company through reasonable pricing strategy and outstanding customer service. In addition, to cooperate with the Corporate Governance 3.0 – Sustainable Development Blueprint promoted by the government, Transcend will also actively engage in the corporate governance and is committed to the corporate sustainable operation, enhancement of functions of board of directors and increase of information transparency, etc., in order to improve international competitiveness of the Company. We look forward to your continuous support of the Company and appreciate your valuable comments and feedbacks. We will continue to contribute efforts and to achieve outstanding performance in all aspects.

Chairman ： Shu, Chung-Won

General Manager ： Hong, Wan-Hoon

Accounting Supervisor ： Hsiao, Sheng-Yin

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Attachment II

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2020 Business Report, Financial Statements and Earnings Distribution Proposal. Transcend Corporation’s Financial Statements have been audited and certified by Mr. Chun-Yao Lin and Mr. Chin-Chang Chen, the CPA of the Pricewaterhouse Coopers. The Business Report, Financial Statements and Earnings Distribution Proposal have been reviewed and considered to be complied with relevant rules by the undersigned, the audit committee of Transcend Corporation. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

The Audit Committee of Transcend Information, Inc.

Chairman of the Audit Committee: WANG, YI-HSIN

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March 04, 2021

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Attachment III

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR20000144

To the Board of Directors and Shareholders of Transcend Information, Inc.

Opinion

We have audited the accompanying parent company only balance sheets of Transcend Information, Inc. as at December 31, 2020 and 2019, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2020 and 2019, 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 audit of the parent company only financial statements as at and for the year ended December 31, 2020 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China; and in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Rule No. Financial-Supervisory-Securities-Auditing-1090360805 issued by the Financial Supervisory Commission on February 25, 2020 and generally accepted auditing standards in the Republic of China for our audit of the parent company only financial statements as at and for the year ended December 31, 2019. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Company’s 2020 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Company’s 2020 parent company only financial statements are stated as follows:

Evaluation of inventories

Description

Refer to Notes 4(12), 5(2) and 6(5) to the financial statements for the information on the Company’s inventory accounting policy, estimates and assumptions and allowance for inventory valuation losses.

The percentage of the Company’s inventories to total assets is material and the Company applies judgements and estimates in determining the net realizable value of inventories at the balance sheet date. The Company mainly produces DRAM and flash memory. As these products have a short life cycle and belong to a highly competitive industry, the market prices change frequently. Since the Company’s inventories and the allowance for inventory valuation losses are material to the financial statements, the evaluation of inventories has been identified as a key audit matter.

How our audit addressed the matter

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

A. Obtained an understanding of the Company’s operations and industry. Assessed the reasonableness of the policy and procedures to recognize allowance for inventory valuation losses.
B. Obtained an understanding of the Company’s inventory control procedures. Reviewed annual inventory count plan and observed the annual physical count of inventory in order to assess the effectiveness of internal controls over inventory.
C. Obtained relevant evaluation reports of inventory and tested the logic and accuracy of information to assess the reasonableness of allowance for inventory valuation losses.

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Estimation of allowance for sales discount

Description

In consideration of business volume, the Company provides a variety of business incentives to specific customers or products, and based on that, the Company can estimate the allowance for sales discount monthly. Refer to Notes 4(23) and 6(4) to the parent company only financial statements for the information on the estimation of allowance for sales discount.

Since the contracts are numerous and the result could affect the net revenue in the parent company only financial statements, the estimation of allowance for sales discount has been identified as a key audit matter.

How our audit addressed the matter

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

A. Obtained an understanding of the Company’s operations, industry and the procedures to recognize allowance for sales discount.
B. Obtained an understanding of the Company’s sales procedures and interviewed management to assess the appropriateness of sales allowance contracts and internal control over estimation of allowance.
C. Obtained the evaluation list of allowance for sales discount, and tested material sales allowance contracts and recalculated it to assess the reasonableness of allowance determined by the Company.

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

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

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

Those charged with governance, including the audit committee, are responsible for overseeing the

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Company’s financial reporting process.

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

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

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

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

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

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

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

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

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

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For and on behalf of PricewaterhouseCoopers, Taiwan

March 4, 2021

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

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

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TRANSCEND INFORMATION, INC.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan Dollars)

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December 31, 2020 December 31, 2019
Assets Notes AMOUNT % AMOUNT %
Current assets
Cash and cash equivalents 6(1) $ 399,574 2 $ 863,583 4
Financial assets at fair value through profit or 6(2)
loss - current 3,510,998 17 2,505,073 12
Current financial assets at amortised cost, net 6(3) 5,450,000 26 7,727,826 36
Notes receivable, net 6(4) 759 - 3,054 -
Accounts receivable, net 6(4) 810,648 4 898,707 4
Accounts receivable due from related parties, 7
net 404,360 2 454,776 2
Other receivables 70,135 - 106,252 1
Inventories, net 6(5) 3,075,423 14 1,967,896 9
Other current assets 916 - 5,220 -
Total Current Assets 13,722,813 65 14,532,387 68
Non-current assets
Non-current financial assets at fair value 6(2)
through profit or loss 744,922 4 - -
Non-current financial assets at fair value 6(6)
through other comprehensive income 111,000 1 114,164 1
Non-current financial assets at amortised cost 6(3) - - 148,527 1
Investments accounted for using equity method 6(7) 2,156,258 10 2,241,388 10
Property, plant and equipment, net 6(8) and 7 1,540,175 8 1,644,401 8
- -
Right-of-use assets 6(9) and 7 51,893 88,521
Investment property, net 6(11) 2,566,019 12 2,560,460 12
Deferred tax assets 6(23) 29,125 - 59,274 -
Other non-current assets 6(12) 27,473 - 43,977 -
Total Non-current Assets 7,226,865 35 6,900,712 32
Total Assets $ 20,949,678 100 $ 21,433,099 100
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(Continued)

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TRANSCEND INFORMATION, INC.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan Dollars)

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December 31, 2020 December 31, 2019
Liabilities and Equity Notes AMOUNT % AMOUNT %
Current liabilities
Accounts payable $ 1,132,016 6 $ 1,002,314 5
Accounts payable - related parties 7 450,706 2 457,364 2
Other payables 206,964 1 211,467 1
Other payables - related parties 7 17,564 - 17,308 -
Current tax liabilities 245,884 1 59,293 -
Current lease liabilities 7 36,815 - 36,235 -
Other current liabilities 24,572 - 26,754 -
Total Current Liabilities 2,114,521 10 1,810,735 8
Non-current liabilities
Deferred tax liabilities 6(23) 139,689 1 155,463 1
Non-current lease liabilities 7 - - 36,815 -
Other non-current liabilities 6(13) 23,442 - 23,238 -
Total Non-current Liabilities 163,131 1 215,516 1
Total Liabilities 2,277,652 11 2,026,251 9
Equity
Share capital 6(14)
Common stock 4,290,617 21 4,307,617 20
Capital surplus 6(15)
Capital surplus 3,945,369 19 4,346,854 20
Retained earnings 6(16)
Legal reserve 4,683,878 22 4,510,981 21
Special reserve 130,902 1 61,572 -
Unappropriated retained earnings 5,738,504 27 6,427,300 30
Other equity interest 6(17)
-
Other equity interest ( 117,244) ( 1) ( 130,902)
- - -
Treasury shares 6(14) ( 116,574)
Total Equity 18,672,026 89 19,406,848 91
Significant contingent liabilities and 9
unrecognized contract commitments
Significant events after the balance sheet date 11
Total Liabilities and Equity $ 20,949,678 100 $ 21,433,099 100
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The accompanying notes are an integral part of these parent company only financial statements.

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TRANSCEND INFORMATION, INC.

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

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

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Year ended December 31
2020 2019
Items Notes AMOUNT % AMOUNT %
Operating Revenue 6(18) and 7 $ 10,937,519 100 $ 12,860,887 100
Operating Costs 6(5)(22) and 7 ( 8,963,964) ( 82) ( 10,334,582) ( 80)
Gross Profit 1,973,555 18 2,526,305 20
- -
Unrealized profit from sales ( 16,106) ( 25,422)
- -
Realized profit from sales 25,422 20,596
Realized Gross Profit 1,982,871 18 2,521,479 20
Operating Expenses 6(22)
Sales and marketing expenses ( 296,598) ( 3) ( 318,545) ( 3)
Administrative expenses ( 236,753) ( 2) ( 189,031) ( 1)
Research and development expenses ( 133,356) ( 1) ( 142,601) ( 1)
Impairment loss determined in accordance 6(4)
with IFRS 9 ( 1,029) - ( 268) -
Total operating expenses ( 667,736) ( 6) ( 650,445) ( 5)
Operating Profit 1,315,135 12 1,871,034 15
Non-operating Income and Expenses
Interest income 6(19) 71,174 1 189,470 1
Other income 6(20) 38,721 - 35,352 -
Other gains and losses 6(21) and 7 134,937 1 ( 19,261) -
Net gain from derecognizing financial assets 6(3)
measured at amortized cost 17,210 - 20,552 -
Finance costs 6(9) ( 823) - ( 676) -
Share of loss of associates and joint ventures 6(7)
-
accounted for using equity method ( 115,062) ( 1) ( 52,432)
Total non-operating income and expenses 146,157 1 173,005 1
Profit before Income Tax 1,461,292 13 2,044,039 16
Income tax expense 6(23) ( 263,557) ( 2) ( 315,072) ( 3)
Profit for the Year $ 1,197,735 11 $ 1,728,967 13
Other Comprehensive Income (Loss)
Components of other comprehensive
income (loss) that will not be reclassified to
profit or loss
(Losses) gains on remeasurements of defined 6(13)
benefit plans ($ 1,072) - $ 724 -
Unrealized (loss) gain on financial assets at 6(6)(17)
fair value through other comprehensive
income ( 3,164) - 27,976 -
Share of other comprehensive (loss) income of
associates and joint ventures accounted for
using equity method ( 411) - 479 -
Components of other comprehensive
income (loss) that will be reclassified to
profit or loss
Exchange differences on translation of foreign 6(7)(17)
financial statements 21,027 - ( 76,620) -
Income tax related to components of other 6(17)(23)
comprehensive income that will be
- -
reclassified to profit or loss ( 4,205) 15,324
Other comprehensive income (loss) for the
year $ 12,175 - ($ 32,117) -
Total Comprehensive Income $ 1,209,910 11 $ 1,696,850 13
Earnings Per Share (in dollars) 6(23)
Basic earnings per share $ 2.79 $ 4.01
Diluted earnings per share $ 2.79 $ 4.01
----- End of picture text -----

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

~ 19 ~

TRANSCEND INFORMATION, INC. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan Dollars)

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

Capital Surplus Retained Earnings Other Equity Interest
Unrealized gain or
Exchange loss on financial
differences on assets at fair value
translation of through other
Additional paid-in Donated assets Net assets from Unappropriated foreign financial comprehensive
Notes Common stock capital received merger Legal reserve Special reserve retained earnings statements income Treasury shares Total equity
Year ended December 31, 2019
Balance at January 1, 2019 $ 4,307,617 $ 4,565,999 $ 4,106 $ 35,128 $ 4,302,782 $ 47,247 $ 6,778,995 ($ 77,165 ) $ 15,593 $ - $ 19,980,302
Net income for the year - - - - - - 1,728,967 - - - 1,728,967
Other comprehensive income (loss) 6(6)(17) - - - - - - 1,203 ( 61,296 ) 27,976 - ( 32,117 )
Total comprehensive income (loss) - - - - - - 1,730,170 ( 61,296 ) 27,976 - 1,696,850
Appropriation and distribution of 2018 6(16)
earnings
Legal reserve - - - - 208,199 - ( 208,199 ) - - - -
Cash dividends - - - - - - ( 1,895,351 ) - - - ( 1,895,351 )
Special reserve - - - - - 14,325 ( 14,325 ) - - - -
Cash payment from capital surplus 6(16) - ( 258,458 ) - - - - - - - - ( 258,458 )
Net gain on disposal of financial assets at 6(6)(17)
fair value through other comprehensive
income - - - - - - 36,010 - ( 36,010 ) - -
Expired unclaimed dividends recognized
as capital surplus - - 79 - - - - - - - 79
Purchase of treasury stock - - - - - - - - - ( 116,574 ) ( 116,574 )
Balance at December 31, 2019 $ 4,307,617 $ 4,307,541 $ 4,185 $ 35,128 $ 4,510,981 $ 61,572 $ 6,427,300 ($ 138,461 ) $ 7,559 ($ 116,574 ) $ 19,406,848
Year ended December 31, 2020
Balance at January 1, 2020 $ 4,307,617 $ 4,307,541 $ 4,185 $ 35,128 $ 4,510,981 $ 61,572 $ 6,427,300 ($ 138,461 ) $ 7,559 ($ 116,574 ) $ 19,406,848
Net income for the year - - - - - - 1,197,735 - - - 1,197,735
Other comprehensive income (loss) 6(6)(17) - - - - - - ( 1,483 ) 16,822 ( 3,164 ) - 12,175
Total comprehensive income (loss) - - - - - - 1,196,252 16,822 ( 3,164 ) - 1,209,910
Appropriation and distribution of 2019 6(16)
earnings
Legal reserve - - - - 172,897 - ( 172,897 ) - - - -
Cash dividends - - - - - - ( 1,544,622 ) - - - ( 1,544,622 )
Special reserve - - - - - 69,330 ( 69,330 ) - - - -
Cash payment from capital surplus 6(16) - ( 386,156 ) - - - - - - - - ( 386,156 )
Expired unclaimed dividends recognized
as capital surplus - - 93 - - - - - - - 93
Purchase of treasury stock - - - - - - - - - ( 14,047 ) ( 14,047 )
Cancellation of treasury stock 6(14) ( 17,000 ) ( 15,422 ) - - - - ( 98,199 ) - - 130,621 -
Balance at December 31, 2020 $ 4,290,617 $ 3,905,963 $ 4,278 $ 35,128 $ 4,683,878 $ 130,902 $ 5,738,504 ($ 121,639 ) $ 4,395 $ - $ 18,672,026
----- End of picture text -----

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

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TRANSCEND INFORMATION, INC. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Unrealized profit from sales
Realized profit from sales
Net (gain) loss on financial assets at fair value through profit or loss
Share of loss of associates and joint ventures accounted for using equity
method
Expected credit loss
Depreciation
Interest income
Interest expense
Dividend income
Loss on disposal of property, plant and equipment
Changes in operating assets and liabilities
Changes in operating assets
Financial assets mandatorily measured at fair value through profit or
loss
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Other current assets
Changes in operating liabilities
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Other current liabilities
Other non-current liabilities
Cash (outflow) inflow generated from operations
Dividends received
Interest received
Income tax paid
Net cash flows (used in) from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of non-current financial assets at fair value through profit or loss
Proceeds from disposal of financial assets at amortised cost
Acquisition of financial assets at amortised cost
Proceeds from disposal of financial assets at fair value through other
comprehensive income
Proceeds from disposal of property, plant and equipment
Acquisition of property, plant and equipment
Acquisition of investment property
Decrease in other non-current financial assets
Net cash flows from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Cash dividends paid (including cash payment from capital surplus)
Repayment of lease liabilities
Expired unclaimed dividends recognized as capital surplus
Purchase of treasury stock
Net cash flows used in financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

Year ended December 31
Notes
2020
2019
$ 1,461,292
$ 2,044,039
16,106
25,422
(
25,422 )
(
20,596 )
6(2)(21)
(
146,883 )
9,650
6(7)
115,062
52,432
6(4)
1,029
268
6(22)
170,349
170,840
6(19)
(
71,174 )
(
189,470 )
6(9)
823
676
6(6)(20)
(
3,834 )
(
5,019 )
6(21)
2,098
113
(
992,901 )
(
2,514,723 )
2,295
(
2,182 )
87,030
538,256
50,416
105,059
27,074
(
43,764 )
(
1,107,527 )
1,077,844
4,304
(
3,454 )
129,702
(
178,642 )
(
6,658 )
(
3,942 )
(
4,503 )
(
23,399 )
256
433
21,142
(
262 )
(
868 )
(
938 )
(
270,792 )
1,038,641
3,834
5,019
80,217
205,261
(
66,796 )
(
380,069 )
(
253,537 )
868,852
(
611,063 )
-
6,226,353
6,457,566
(
3,800,000 )
(
5,249,188 )
6(6)
-
76,967
-
1,600
6(8)
(
23,654 )
(
66,990 )
(
1,082 )
-
4,088
6,918
1,794,642
1,226,873
6(16)
(
1,930,778 )
(
2,153,809 )
(
37,058 )
(
37,512 )
93
79
(
37,371 )
(
93,250 )
(
2,005,114 )
(
2,284,492 )
(
464,009 )
(
188,767 )
863,583
1,052,350
$ 399,574
$ 863,583

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

~21~

Attachment IV

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR20000143

To the Board of Directors and Shareholders of Transcend Information, Inc.

Opinion

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

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audit of the consolidated financial statements as at and for the year ended December 31, 2020 in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China; and in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants, Rule No. Financial-Supervisory-Securities-Auditing-1090360805 issued by the Financial Supervisory Commission on February 25, 2020 and generally accepted auditing standards in the Republic of China for our audit of the consolidated financial statements as at and for the year ended December 31, 2019. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

~22~

Key audit matters

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

Key audit matters for the Group’s 2020 consolidated financial statements are stated as follows:

Evaluation of inventories

Description

Refer to Notes 4(13), 5(2) and 6(5) to the consolidated financial statements for the information on the Group’s inventory accounting policy, estimates and assumptions and allowance for inventory valuation losses.

The percentage of the Group’s inventories to total assets is material and the Group applies judgements and estimates in determining the net realizable value of inventories at the balance sheet date. The Group mainly produces DRAM and flash memory. As these products have a short life cycle and belong to a highly competitive industry, the market prices change frequently. Since the Group’s inventories and the allowance for inventory valuation losses are material to the financial statements, the evaluation of inventories has been identified as a key audit matter.

How our audit addressed the matter

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

A. Obtained an understanding of the Group’s operations and industry. Assessed the reasonableness of the policy and procedures to recognize allowance for inventory valuation losses.
B. Obtained an understanding of the Group’s inventory control procedures. Reviewed annual inventory count plan and observed the annual physical count of inventory in order to assess the effectiveness of internal controls over inventory.
C. Obtained relevant evaluation reports of inventory and tested the logic and accuracy of information to assess the reasonableness of allowance for inventory valuation losses.

~23~

Estimation of allowance for sales discount

Description

In consideration of business volume, the Group provides a variety of business incentives to specific customers or products, and based on that, the Group can estimate the allowance for sales discount monthly. Refer to Notes 4(24) and 6(4) to the consolidated financial statements for the information on the estimation of allowance for sales discount.

Since the contracts are numerous and the result could affect the net revenue in the consolidated financial statements, the estimation of allowance for sales discount has been identified as a key audit matter.

How our audit addressed the matter

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

A. Obtained an understanding of the Group’s operations, industry and the procedures to recognize allowance for sales discount.
B. Obtained an understanding of the Group’s sales procedures and interviewed management to assess the appropriateness of sales allowance contracts and internal control over estimation of allowance.
C. Obtained the evaluation list of allowance for sales discount, and tested material sales allowance contracts and recalculated it to assess the reasonableness of allowance determined by the Group.

Other matter –Parent company only financial reports

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

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

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

In preparing the consolidated financial statements, management is responsible for assessing the 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

~24~

the Group or to cease operations, or has no realistic alternative but to do so.

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

Auditors’ responsibilities for the audit of the consolidated financial statements

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

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

~25~

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

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

==> picture [503 x 59] intentionally omitted <==

For and on behalf of PricewaterhouseCoopers, Taiwan

March 4, 2021

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

~26~

TRANSCEND INFORMATION, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan Dollars)

==> picture [518 x 564] intentionally omitted <==

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

December 31, 2020 December 31, 2019
Assets Notes AMOUNT % AMOUNT %
Current assets
Cash and cash equivalents 6(1) $ 736,852 4 $ 1,233,407 6
Financial assets at fair value through profit or 6(2)
loss - current 3,510,998 17 2,581,509 12
Current financial assets at amortised cost, net 6(3) 5,659,889 27 7,910,482 37
Notes receivable, net 6(4) 759 - 3,054 -
Accounts receivable, net 6(4) 1,434,454 7 1,478,531 7
Accounts receivable due from related parties, 7
net - - 8 -
Other receivables 71,351 - 124,077 1
Inventories, net 6(5) 3,190,466 15 2,062,659 10
Other current assets 10,495 - 17,973 -
Total Current Assets 14,615,264 70 15,411,700 73
Non-current assets
Non-current financial assets at fair value 6(2)
through profit or loss 744,922 4 - -
Non-current financial assets at fair value 6(6)
through other comprehensive income 111,000 1 114,164 1
Non-current financial assets at amortised cost 6(3) - - 148,527 1
- -
Investments accounted for using equity method 6(7) 95,724 97,434
Property, plant and equipment, net 6(8) and 8 2,282,324 11 2,438,154 12
Right-of-use assets 6(9) and 7 187,079 1 241,050 1
Investment property, net 6(11) 2,612,426 13 2,610,292 12
Deferred tax assets 6(23) 41,472 - 75,859 -
Other non-current assets 6(12) 47,411 - 63,610 -
Total Non-current Assets 6,122,358 30 5,789,090 27
Total Assets $ 20,737,622 100 $ 21,200,790 100
----- End of picture text -----

(Continued)

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TRANSCEND INFORMATION, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan Dollars)

==> picture [518 x 611] intentionally omitted <==

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

December 31, 2020 December 31, 2019
Liabilities and Equity Notes AMOUNT % AMOUNT %
Current liabilities
Accounts payable $ 1,134,266 6 $ 1,005,350 5
Accounts payable - related parties 7 37,416 - 52,828 -
Other payables 246,635 1 267,116 1
Current tax liabilities 295,381 2 83,705 1
Current lease liabilities 7 51,010 - 53,945 -
Other current liabilities 73,046 - 38,635 -
Total Current Liabilities 1,837,754 9 1,501,579 7
Non-current liabilities
Deferred tax liabilities 6(23) 139,700 1 155,482 1
Non-current lease liabilities 7 34,705 - 83,697 -
Other non-current liabilities 6(13) 53,437 - 53,184 -
Total Non-current Liabilities 227,842 1 292,363 1
Total Liabilities 2,065,596 10 1,793,942 8
Equity attributable to owners of parent
Share capital 6(14)
Common stock 4,290,617 21 4,307,617 21
Capital surplus 6(15)
Capital surplus 3,945,369 19 4,346,854 20
Retained earnings 6(16)
Legal reserve 4,683,878 22 4,510,981 21
Special reserve 130,902 1 61,572 -
Unappropriated retained earnings 5,738,504 28 6,427,300 30
Other equity interest 6(17)
-
Other equity interest ( 117,244) ( 1) ( 130,902)
- - -
Treasury shares 6(14) ( 116,574)
Total Equity 18,672,026 90 19,406,848 92
Significant contingent liabilities and 9
unrecognized contract commitments
Significant events after the balance sheet date 11
Total Liabilities and Equity $ 20,737,622 100 $ 21,200,790 100
----- End of picture text -----

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

~28~

TRANSCEND INFORMATION, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2020 AND 2019

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

==> picture [523 x 596] intentionally omitted <==

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

Year ended December 31
2020 2019
Items Notes AMOUNT % AMOUNT %
Operating Revenue 6(18) and 7 $ 11,446,696 100 $ 13,496,186 100
Operating Costs 6(5)(22) and 7 ( 8,976,600) ( 78) ( 10,408,655) ( 77)
Gross Profit 2,470,096 22 3,087,531 23
Operating Expenses 6(22)
Sales and marketing expenses ( 692,592) ( 6) ( 770,784) ( 6)
Administrative expenses ( 431,320) ( 4) ( 395,057) ( 3)
Research and development expenses ( 133,355) ( 1) ( 142,601) ( 1)
(Impairment loss) reversal of impairment loss 6(4)
determined in accordance with IFRS 9 ( 893) - 1,921 -
Total operating expenses ( 1,258,160) ( 11) ( 1,306,521) ( 10)
Operating Profit 1,211,936 11 1,781,010 13
Non-operating Income and Expenses
Interest income 6(19) 73,952 1 191,612 2
Other income 6(20) 38,721 - 39,490 -
Other gains and losses 6(21) 163,899 1 67,311 1
Net gain from derecognizing financial assets 6(3)
measured at amortised cost 17,210 - 20,552 -
Finance costs 6(9) ( 2,038) - ( 1,865) -
Share of loss of associates and joint ventures 6(7)
- -
accounted for using the equity method ( 1,299) ( 8,367)
Total non-operating income and expenses 290,445 2 308,733 3
Profit before Income Tax 1,502,381 13 2,089,743 16
Income tax expense 6(23) ( 304,646) ( 2) ( 360,776) ( 3)
Profit for the Year $ 1,197,735 11 $ 1,728,967 13
Other Comprehensive Income (Loss)
Components of other comprehensive
income (loss) that will not be reclassified to
profit or loss
(Losses) gains on remeasurements of defined 6(13)
benefit plans ($ 1,072) - $ 724 -
Unrealized (loss) gain on financial assets at 6(6)(17)
fair value through other comprehensive
income ( 3,164) - 27,976 -
Share of other comprehensive (loss) income of
associates and joint ventures accounted for
using the equity method ( 411) - 479 -
Components of other comprehensive
income (loss) that will be reclassified to
profit or loss
Exchange differences on translation of foreign 6(17)
financial statements 21,027 - ( 76,620) -
Income tax related to components of other 6(17)(23)
comprehensive income that will be
- -
reclassified to profit or loss ( 4,205) 15,324
Other comprehensive income (loss) for the
year $ 12,175 - ($ 32,117) -
Total Comprehensive Income $ 1,209,910 11 $ 1,696,850 13
Net profit attributable to:
Owners of parent $ 1,197,735 11 $ 1,728,967 13
Comprehensive income attributable to:
Owners of parent $ 1,209,910 11 $ 1,696,850 13
Earnings Per Share (in dollars) 6(24)
Basic earnings per share $ 2.79 $ 4.01
Diluted earnings per share $ 2.79 $ 4.01
----- End of picture text -----

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

~29~

TRANSCEND INFORMATION, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan Dollars)

==> picture [783 x 311] intentionally omitted <==

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

Equity attributable to owners of the parent
Capital Reserves Retained Earnings Other Equity Interest
Unrealized gain or
loss on financial
Exchange differences assets at fair value
on translation of through other
Additional paid-in Donated assets Net assets from Unappropriated foreign financial comprehensive
Notes Common stock capital received merger Legal reserve Special reserve retained earnings statements income Treasury shares Total equity
Year ended December 31, 2019
Balance at January 1, 2019 $ 4,307,617 $ 4,565,999 $ 4,106 $ 35,128 $ 4,302,782 $ 47,247 $ 6,778,995 ($ 77,165 ) $ 15,593 $ - $ 19,980,302
Net income for the year - - - - - - 1,728,967 - - - 1,728,967
Other comprehensive income (loss) 6(6)(17) - - - - - - 1,203 ( 61,296 ) 27,976 - ( 32,117 )
Total comprehensive income (loss) - - - - - - 1,730,170 ( 61,296 ) 27,976 - 1,696,850
Appropriation and distribution of 2018 6(16)
earnings
Legal reserve - - - - 208,199 - ( 208,199 ) - - - -
Cash dividends - - - - - - ( 1,895,351 ) - - - ( 1,895,351 )
Special reserve - - - - - 14,325 ( 14,325 ) - - - -
Cash payment from capital surplus 6(16) - ( 258,458 ) - - - - - - - - ( 258,458 )
Net gain on disposal of financial assets at fair
value through other comprehensive income - - - - - - 36,010 - ( 36,010 ) - -
Expired unclaimed dividends recognized as
capital surplus - - 79 - - - - - - - 79
Purchase of treasury stock - - - - - - - - - ( 116,574 ) ( 116,574 )
Balance at December 31, 2019 $ 4,307,617 $ 4,307,541 $ 4,185 $ 35,128 $ 4,510,981 $ 61,572 $ 6,427,300 ($ 138,461 ) $ 7,559 ($ 116,574 ) $ 19,406,848
Year ended December 31, 2020
Balance at January 1, 2020 $ 4,307,617 $ 4,307,541 $ 4,185 $ 35,128 $ 4,510,981 $ 61,572 $ 6,427,300 ($ 138,461 ) $ 7,559 ($ 116,574 ) $ 19,406,848
Net income for the year - - - - - - 1,197,735 - - - 1,197,735
Other comprehensive income (loss) 6(6)(17) - - - - - - ( 1,483 ) 16,822 ( 3,164 ) - 12,175
Total comprehensive income (loss) - - - - - - 1,196,252 16,822 ( 3,164 ) - 1,209,910
Appropriation and distribution of 2019 6(16)
earnings
Legal reserve - - - - 172,897 - ( 172,897 ) - - - -
Cash dividends - - - - - - ( 1,544,622 ) - - - ( 1,544,622 )
Special reserve - - - - - 69,330 ( 69,330 ) - - - -
Cash payment from capital surplus 6(16) - ( 386,156 ) - - - - - - - - ( 386,156 )
Expired unclaimed dividends recognized as
capital surplus - - 93 - - - - - - - 93
Purchase of treasury stock 6(14) - - - - - - - - - ( 14,047 ) ( 14,047 )
Cancellation of treasury stock ( 17,000 ) ( 15,422 ) - - - - ( 98,199 ) - - 130,621 -
Balance at December 31, 2020 $ 4,290,617 $ 3,905,963 $ 4,278 $ 35,128 $ 4,683,878 $ 130,902 $ 5,738,504 ($ 121,639 ) $ 4,395 $ - $ 18,672,026
----- End of picture text -----

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

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TRANSCEND INFORMATION, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments
Adjustments to reconcile profit (loss)
Net (gain) loss on financial assets at fair value through profit
or loss
Share of loss of associates and joint ventures accounted for
using the equity method
Expected credit loss/ (Gain on reversal of expected credit loss)
Loss on disposal of property, plant and equipment
Depreciation
Interest income
Interest expense
Dividend income
Changes in operating assets and liabilities
Changes in operating assets
Financial assets mandatorily measured at fair value through
profit or loss
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Other current assets
Changes in operating liabilities
Accounts payable
Accounts payable - related parties
Other payables
Other current liabilities
Other non-current liabilities
Cash (outflow) inflow generated from operations
Dividends received
Interest received
Income tax paid
Net cash flows (used in) from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of non-current financial assets at fair value through
profit or loss
Proceeds from disposal of financial assets at amortised cost
Acquisition of financial assets at amortised cost
Proceeds from disposal of financial assets at fair value through
other comprehensive income
Proceeds from disposal of property, plant and equipment
Acquisition of property, plant and equipment
Acquisition of investment property
Decrease in other non-current financial assets
Net cash flows from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Cash dividends paid (including cash payment from capital
surplus )
Repayment of lease liabilities
Expired unclaimed dividends recognized as capital surplus
Purchase of treasury stock
Net cash flows used in financing activities
Effect of exchange rate changes
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

Year ended December 31
Notes
2020
2019
$ 1,502,381
$ 2,089,743
6(2)(21)
(
147,742 )
5,604
6(7)
1,299
8,367
6(4)
893
(
1,921 )
6(21)
2,098
(
123 )
6(22)
257,272
262,471
6(19)
(
73,952 )
(
191,612 )
6(9)
2,038
1,865
6(6)(21)
(
3,834 )
(
5,019 )
(
916,025 )
(
2,500,633 )
2,295
(
2,182 )
43,310
670,788
8
(
8 )
43,684
(
52,573 )
(
1,127,807 )
1,121,529
7,478
4,240
128,916
(
181,950 )
(
15,412 )
12,954
(
20,481 )
1,887
57,735
(
8,065 )
(
819 )
(
1,384 )
(
256,665 )
1,233,978
3,834
5,019
82,994
207,403
(
78,570 )
(
404,962 )
(
248,407 )
1,041,438
(
611,063 )
-
6,287,094
6,457,566
(
3,884,624 )
(
5,380,646 )
6(6)
-
76,967
-
2,460
6(8)
(
29,700 )
(
67,992 )
(
1,082 )
-
3,783
9,967
1,764,408
1,098,322
6(16)
(
1,930,778 )
(
2,153,809 )
(
54,459 )
(
60,032 )
93
79
(
37,371 )
(
93,250 )
(
2,022,515 )
(
2,307,012 )
9,959
(
29,078 )
(
496,555 )
(
196,330 )
1,233,407
1,429,737
$ 736,852
$ 1,233,407

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

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Attachment V

TRANSCEND INFORMATION, INC.

COMPARISON TABLE FOR THE “RULES AND PROCEDURES OF SHAREHOLDERS’ MEETING”

ProposedAmendment	Currentlyin Effect	Explanation
Article 1： To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.	(New)	I. This article is newly added to specify the purpose of the rules of meeting procedures. II. In accordance with the provisions of the Company Act and the sample template for “Rules of Procedure for Shareholders Meeting”, this article is newly added to be consistent with the sample template. III. Same for content below.
Article 2： The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation, or the articles of incorporation, shall be as provided in these Rules.	Article 1： Except for the regulation, regular Shareholders' Meeting of the Company (the"Meeting") shall be conducted in accordance with these Rules and Procedures.	I. Revised the article number. II. Revised wording.
Article 3： Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by the board of directors. This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or the election or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days before the date of a regular shareholders meeting or before 15 days before the date of a special	(New)	I. Same as the explanation provided for Article 1. II. This article newly includes relevant meeting procedures before the convention of a shareholders’ meeting, including notice and public announcement, reason of convention, matters prohibited from being raised by extraordinary motions, shareholders’ proposals, etc.

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shareholders meeting. This Corporation shall
prepare electronic versions of the
shareholders meeting agenda and
supplemental meeting materials and upload
them to the MOPS before 21 days before the
date of the regular shareholders meeting or
before 15 days before the date of the special
shareholders meeting. In addition, before 15
days before the date of the shareholders
meeting, this Corporation shall also have
prepared the shareholders meeting agenda
and supplemental meeting materials and
made them available for review by
shareholders at any time. The meeting
agenda and supplemental materials shall also
be displayed at this Corporation and the
professional shareholder services agent
designated thereby as well as being
distributed on-site at the meeting place.
The reasons for convening a shareholders
meeting shall be specified in the meeting
notice and public announcement. With the
consent of the addressee, the meeting notice
may be given in electronic form.
Election or dismissal of directors,
amendments to the articles of incorporation,
reduction of capital, application for the
approval of ceasing its status as a public
company, approval of competing with the
company by directors, surplus profit
distributed in the form of new shares,
reserve distributed in the form of new
shares, the dissolution, merger, or demerger
of the corporation, or any matter under
Article 185, paragraph 1 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

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Securities Issuers shall be set out and the
essential contents explained in the notice of
the reasons for convening the shareholders
meeting. None of the above matters may be
raised by an extraordinary motion.
Where re-election of all directors as well as
their inauguration date is stated in the notice
of the reasons for convening the
shareholders meeting, after the completion
of the re-election in said meeting such
inauguration date may not be altered by any
extraordinary motion or otherwise in the
same meeting.
A shareholder holding one percent or more
of the total number of issued shares may
submit to this Corporation a proposal for
discussion at a regular shareholders meeting.
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. When the circumstances of
any subparagraph of Article 172-1,
paragraph 4 of the Company Act apply to a
proposal put forward by a shareholder, the
board of directors may exclude it from the
agenda. A shareholder may propose a
recommendation for urging the corporation
to promote public interests or fulfill its
social responsibilities, provided procedurally
the number of items so proposed is limited
only to one in accordance with Article 172-1
of the Company Act, and no proposal
containing more than one item will be
included in the meeting agenda.
Prior to the book closure date before a
regular shareholders meeting is held, this
Corporation shall publicly announce its
acceptance of shareholder proposals in
writing or electronically, and the location

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	and time period for their submission; the period for submission of shareholder proposals may not be less than 10 days. Shareholder-submitted proposals are limited to 300 words, and no proposal containing more than 300 words will be included in the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at the regular shareholders meeting and take part in discussion of the proposal. Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusion of any shareholder proposals not included in the agenda.
	Article 4： For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization. A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before five days before the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment. After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or to exercise voting rights electronically, a written notice	(New)	I. Same as the explanation provided for Article 1. II. This article newly includes provisions related to proxies.

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	of proxy cancellation shall be submitted to this Corporation before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at the meeting by the proxy shall prevail.
	Article 5： The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.		Article 4： The Meeting shall be held at the head office of the Company or at any other appropriate place that is convenient for the shareholders to attend. The time to start the Meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m.	I. Revised the article number. II. Same as the explanation provided for Article 1.
	Article 6： Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for other documents beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shall also bring identification documents for verification. This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors, pre-printed ballots shall also be furnished. When the government or a juristic person is		Article 2： An attendance book shall be prepared for signing in of the attended shareholders in the Shareholders'Meeting, or attended shareholders shall submit the attendance card for the purpose of signing in.	I. Revised the article number. II. Same as the explanation provided for Article 1. III. The contents of the original Paragraph 1 of Article 2 and Paragraph 1 of Article 12 of the Rules are combined, and the provisions for the shareholders’ meeting sign-in procedure are further specified.

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==> picture [544 x 112] intentionally omitted <==

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

a shareholder, it may be represented by more
than one representative at a shareholders Article 12：
meeting. When a juristic person is appointed Any legal entity designated as proxy by a
to attend as proxy, it may designate only one shareholder(s) to be present at the Meeting may
person to represent it in the meeting. appoint only one representative to attend the
Meeting.
----- End of picture text -----

a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. Article 12： Any legal entity designated as proxy by a shareholder(s) to be present at the Meeting may appoint only one representative to attend the Meeting.	a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. Article 12： Any legal entity designated as proxy by a shareholder(s) to be present at the Meeting may appoint only one representative to attend the Meeting.	a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. Article 12： Any legal entity designated as proxy by a shareholder(s) to be present at the Meeting may appoint only one representative to attend the Meeting.	a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. Article 12： Any legal entity designated as proxy by a shareholder(s) to be present at the Meeting may appoint only one representative to attend the Meeting.	a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. Article 12： Any legal entity designated as proxy by a shareholder(s) to be present at the Meeting may appoint only one representative to attend the Meeting.

	Article 7： If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act as chair. Where the chairperson does not make such a designation, the managing directors or the directors shall select from among themselves one person to serve as chair. It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board in person and attended by a majority of the directors, at least one independent director in person, and at least one member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting minutes. If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two		Article 5： The Chairman of the Board of Directors shall be the chairman presiding at the Meeting in the case that the Meeting is convened by the Board of Directors. If, for any reason, the Chairman of the Board of Directors cannot preside at the Meeting, the Vice Chairman of the Board of Directors shall preside at the Meeting. If, no Vice Chairman or for any reason, the Vice Chairman of the Board of Directors cannot preside at the Meeting, the chairman may designate one managing director to do so on the chairman's behalf. If there is no managing director, the chairman may designate one director to preside at the Meeting. If the chairman does not designate a representative, the managing directors or directors shall mutually select a chair from among themselves. If the Meeting is convened by any other person entitled to convene the Meeting, such person shall be the chairman to preside at the Meeting. When two or more parties meet this description,	I. Revised the article number. II. Same as the explanation provided for Article 1. III. The contents of the original Article 5 and Article 6 of the Rules are combined, and the provisions related to the chair and attendees of shareholders’ meeting are further specified.

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	or more such convening parties, they shall mutually select a chair from among themselves. This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.		they shall mutually select a chair from among themselves. Article 6： The Company may appoint designated counsel, CPA or other related persons to attend the Meeting.
	Article 8： This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.		Article 7： The process of the Meeting shall be tape-recorded or videotaped and these tapes shall be preserved for at least one year.	I. Revised the article number. II. Same as the explanation provided for Article 1. III. The provisions related to the audio and video recording of shareholders’ meeting are further specified.
	Article 9： Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised electronically. The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the number of nonvoting shares and number of shares represented by shareholders attending the meeting. However, when the attending shareholders do not represent a majority of the total		Article 3： The attendance and voting of Shareholders' Meeting shall be calculated based on the shares. Article 2： The number of shares represented by attended shareholders shall be calculated in accordance with the attendance book signing by the shareholders and the attendance cards submitted by the shareholders. Article 8： Chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the chairman may postpone the time for the Meeting. The postponements shall be limited to two times at the most and Meeting	I. Revised the article number. II. Same as the explanation provided for Article 1. III. The contents of the original Paragraph 2 of Article 2, partial content of Article 3 and Article 8 of the Rules are combined, and the provisions related to the counting of shares for electronic votes and tentative resolution are further specified. IV. Amendment to Paragraph 2 in order to enhance corporate governance and maintain the shareholders’ rights and interests.

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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 the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.		shall not be postponed for longer than one hour in the aggregate. If after two postponements no quorum can yet be constituted but the shareholders present at the Meeting represent more than one-third of the total outstanding shares, tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Law of the Republic of China. If during the process of the Meeting the number of outstanding shares represented by the shareholders present becomes sufficient to constitute the quorum, the chairman may submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of the Company Law of the Republic of China.
	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 each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.		Article 9： The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the Board of Directors. Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the agenda.	I. Revised the article number. II. Same as the explanation provided for Article 1. III. The contents of the original Article 9 and Article 14 of the Rules are combined, and the provisions related to that the votes are cast on each separate proposal in the agenda of a shareholders’ meeting are further

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	The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors. The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting. The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.		The above provision applies mutatis mutandis to cases where the Meeting is convened by any person, other than the Board of Directors, entitled to convene such Meeting. Unless otherwise resolved at the Meeting, the chairman cannot announce adjournment of the Meeting before all the discussion items (including special motions) listed in the agenda are resolved. The shareholders cannot designate any other person as chairman and continue the Meeting in the same or other place after the Meeting is adjourned. However, in the event that the Chairman adjourns the Meeting in violation of these Rules and Procedures, the shareholders may designate, by a majority of votes represented by attended shareholders, one person as chairman to continue the Meeting. Article 14： The chairman may announce to end the discussion of any resolution and go into voting if the Chairman deems it appropriate.	specified.
	Article 11： Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair. A shareholder in attendance who has submitted a speaker's slip but does not		Article 10： When a shareholder present at the Meeting wishes to speak, a Speech Note should be filled out with summary of the speech, the shareholder's number (or the number of Attendance Card) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman. If any shareholder present at the Meeting submits a Speech Note but does not speak, no	I. Revised the article number. II. Same as the explanation provided for Article 1. III. The contents of original Article 10, Article 11, Paragraph 2 of Article 12 and Article 13 of the Rules are combined, and wordings are revised accordingly.

~40~

	actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal. After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.		speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the Speech Note, the contents of actual speech shall prevail. Article 11： Unless otherwise permitted by the chairman, each shareholder shall not, for each discussion item, speak more than two times (each time not exceeding 5 minutes). In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, the chairman may stop the speech of such shareholder. Article 10： Unless otherwise permitted by the chairman and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholders, otherwise the chairman shall stop such interruption. Article 12： If a corporate shareholder designates two or more representatives to attend the Meeting, only one representative can speak for each discussion item. Article 13： After the speech of a shareholder, the chairman may respond himself/herself or appoint an appropriate person to respond.
	Article 12： Voting at a shareholders meeting shall be calculated based on the number of shares. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares. When a shareholder is an interested party in relation to an agenda item, and there is the		Article 3： The attendance and voting of Shareholders' Meeting shall be calculated based on the shares.	I. Revised the article number. II. Same as the explanation provided for Article 1. III. The provisions related to the calculation of voting shares and the recusal system due to conflicts of interest are specified.

~41~

	likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder. The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders. With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.
	Article 13： A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares under Article 179, paragraph 2 of the Company Act. When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means. When voting rights are exercised by electronic means, the method of exercise shall be specified in the shareholders meeting notice. A shareholder exercising voting rights by electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting; it is therefore advisable that		I. Revised the article number. II. Same as the explanation provided for Article 1. III. The contents of the original Article 15, Article 17 and Article 18 of the Rules are combined, and the provisions for electronic voting and the procedures requiring attention during the voting of proposals are newly included and specified.

~42~

	this Corporation avoid the submission of extraordinary motions and amendments to original proposals. A shareholder intending to exercise voting rights by electronic means under the preceding paragraph shall deliver a written declaration of intent to this Corporation before two days before the date of the shareholders meeting. When duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is made to cancel the earlier declaration of intent. After a shareholder has exercised voting rights by electronic means, in the event the shareholder intends to attend the shareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under the preceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted after that time, the voting rights already exercised by electronic means shall prevail. When a shareholder has exercised voting rights both by electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights exercised by the proxy in the meeting shall prevail. Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At the time of a vote, the shareholders shall vote by a poll		Article 17： Except otherwise specified in the Company Law or the Articles of Incorporation of the Company, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the Meeting. The resolution shall be deemed adopted and shall have the same effect as if it was voted by

~43~

	for each proposal. After the conclusion of the meeting, on the same day it is held, the results for each proposal, based on the numbers of votes for and against and the number of abstentions, shall be entered into the MOPS. When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required. Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation. Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.		casting ballots if no objection is voiced after solicitation by the chairman. Article 18： If there is amendment to or substitute for a discussion item, the chairman shall decide the sequence of voting for such discussion item, the amendment or the substitute. If any one of them has been adopted, the others shall be deemed vetoed and no further voting is necessary. Article 15： The person(s) to check and the person(s) to record the ballots during a vote by casting ballots shall be appointed by the chairman. The person(s) checking the ballots shall be a shareholder(s). The result of voting shall be announced at the Meeting and placed on record.
	Article 14： The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected as directors and the numbers of votes with which they were elected, and the names of directors not elected and number of votes		(New)	I. Same as the explanation provided for Article 1. II. This article newly includes provisions for the election of directors at a shareholders’ meeting.

~44~

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

they received.
The ballots for the election referred to in the
preceding paragraph shall be sealed with the
signatures of the monitoring personnel and
kept in proper custody for at least one year.
If, however, a shareholder files a lawsuit
pursuant to Article 189 of the Company Act,
the ballots shall be retained until the
conclusion of the litigation.
Article 15： (New) I. Same as the explanation
provided for Article 1.
Matters relating to the resolutions of a
II. This article newly includes
shareholders meeting shall be recorded in
provisions for the meeting
the meeting minutes. The meeting minutes
minutes of a shareholders’
shall be signed or sealed by the chair of the
meeting.
meeting and a copy distributed to each
shareholder within 20 days after the
conclusion of the meeting. The meeting
minutes may be produced and distributed in
electronic form.
This Corporation may distribute the meeting
minutes of the preceding paragraph by
means of a public announcement made
through the MOPS.
The meeting minutes shall accurately record
the year, month, day, and place of the
meeting, the chair's full name, the methods
by which resolutions were adopted, and a
summary of the deliberations and their
voting results (including the number of
voting rights), and disclose the number of
voting rights won by each candidate in the
event of an election of directors. The
minutes shall be retained for the duration of
the existence of this Corporation.
Article 16： (New) I. Same as the explanation
provided for Article 1.
On the day of a shareholders meeting, this
II. This article newly includes
Corporation shall compile in the prescribed
format a statistical statement of the number provisions related to public
of shares obtained by solicitors through announcement.
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solicitation and the number of shares
represented by proxies, and shall make an
express disclosure of the same at the place
of the shareholders meeting.
If matters put to a resolution at a
shareholders meeting constitute material
information under applicable laws or
regulations or under Taiwan Stock Exchange
Corporation regulations, this Corporation
shall upload the content of such resolution to
the MOPS within the prescribed time period.
Article 17： Article 6： I. Revised the article number.
II. Same as the explanation
Staff handling administrative affairs of a Persons handling affairs of the Meeting shall
shareholders meeting shall wear wear identification cards or badges. provided for Article 1.
identification cards or arm bands. Article 19： III. The contents of original
Paragraph 2 of Article 6 and
The chair may direct the proctors or security The chairman may conduct the disciplinary
Article 19 of the Rules are
personnel to help maintain order at the officers or the security guard to assist in
combined. The measures for
meeting place. When proctors or security keeping order of the Meeting place. Such
maintaining order at the
personnel help maintain order at the meeting disciplinary officers or security guards shall
place, they shall wear an identification card wear badges marked "Disciplinary Officers" for meeting place are newly
or armband bearing the word "Proctor." identification purpose. included and wordings are
revised accordingly.
At the place of a shareholders meeting, if a
shareholder attempts to speak through any
device other than the public address
equipment set up by this Corporation, the
chair may prevent the shareholder from so
doing.
When a shareholder violates the rules of
procedure and defies the chair's correction,
obstructing the proceedings and refusing to
heed calls to stop, the chair may direct the
proctors or security personnel to escort the
shareholder from the meeting.
Article 18： Article 16： I. Revised the article number.
II. Same as the explanation
When a meeting is in progress, the chair During the Meeting, the chairman may, at his
may announce a break based on time discretion, set time for intermission. provided for Article 1.
III. The provisions related to the
considerations. If a force majeure event
break for shareholders’
occurs, the chair may rule the meeting
meeting or that to resume the
temporarily suspended and announce a time
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	when, in view of the circumstances, the meeting will be resumed. If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordance with Article 182 of the Company Act.			meeting are further specified.
	Article 19： These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.		Article 20： These Rules and Procedures shall be effective from the date it is approved by the Shareholders' Meeting. The same applies in case of revision.	I. Revised the article number. II. Revised wording.

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Attachment VI

TRANSCEND INFORMATION, INC.

COMPARISON TABLE FOR THE “PROCEDURES FOR ELECTION OF DIRECTOR”

	ProposedAmendment		Currentlyin Effect	Explanation
	Article 6 (Deleted)		Article 6 If the candidate is a shareholder of this Company, voters shall fill in the"candidate" column the candidate's name and shareholder's number. If the candidate is not a shareholder of this Company, voters shall fill in the"candidate"column the candidate's name and the candidate's ID number. If the candidate is a government agency or a legal entity, the full name of the government agency or the legal entity or the name of their representative shall be filled in the column. When there are several representatives, the name of their representative must be filled in the column, respectively.	In accordance with the Rule No. Financial- Supervisory-Securities- Trading-1080311451 issued by the Financial Supervisory Committee on April 25, 2019, all TWSE and TPEx listed companies shall adopt a candidate nomination system for the election of directors and supervisors starting from 2021, and the shareholders shall elect the directors from among the nominees listed in the roster of candidates. Accordingly, the method of using the shareholder’s number or national ID number to identify the candidates’ identity is no longer applicable; therefore, this article is deleted.
	Article6 A ballot is invalid under any of the following circumstances: 1~3. (Omitting) 4. The candidate whose name is entered in the ballot does not conform to the director candidate list. 5. Other words or marks are entered in addition to the number of voting rights allotted.		Article7 Ballots shall be deemed void under the following conditions: 1~3. (Omitting) 4. If the candidate is a shareholder of this Company, the name or shareholder's number of the candidate filled in the ballot inconsistent with the shareholders' register. If the candidate is not a shareholder of this Company, the name or ID number of the candidate filled in the ballot is incorrect; 5. Ballots with other written characters or symbols in addition to candidate's name, shareholder's number (ID number) and the number of votes cast for the candidate; 6. Ballots not filled in the candidate's name	The article number is revised due to the deletion of article 6. In accordance with the Rule No. Financial- Supervisory-Securities- Trading-1080311451 issued by the Financial Supervisory Committee on April 25, 2019, all TWSE and TPEx listed companies shall adopt a candidate nomination system for the election of directors and supervisors starting from 2021, and the shareholders shall elect the directors from among the nominees listed in the roster of candidates. Accordingly, the contents of Subparagraph 4 and

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or shareholder's number (ID number); Subparagraph 5 of this article are
6. Two or more candidates filled in one 7. Two or more candidates filled in one adjusted, and Subparagraph 6 is
ballot. ballot. deleted. The original Subparagraph 7 is
revised to become Subparagraph 6.
Article 7 Article 8 The article number is revised due to the
(Omitting) (Omitting) deletion of article 6.
Article 8 Article 9 The article number is revised due to the
(Omitting) (Omitting) deletion of article 6.
Article 9 Article 10 The article number is revised due to the
(Omitting) (Omitting) deletion of article 6.
Article 10 Article 11 The article number is revised due to the
(Omitting) (Omitting) deletion of article 6.
Article 11 Article 12 The article number is revised due to the
(Omitting) (Omitting) deletion of article 6.
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Attachment VII

TRANSCEND INFORMATION, INC. THE NOMINATION LIST OF DIRECTORS

(NON-INDEPENDENT DIRECTOR)

Name	Shares	Education	Experience	Present position
SHU, CHUNG- WON	9,990,453	Department of Electrical Engineering, National Cheng Kung University	Project Manager of Hewlett-Packard Development Company, L.P.	Chief Executive Officer: - Transcend Information, Inc. Chairman of the board of directors: - Taiwan IC Packaging Corporation Director: - C-TECH Corporation - Transcend Information Trading GmbH Representative juristic person: - WK Technology Fund VI Ltd. - WK Technology Fund VII Ltd. - WK Technology Fund VIII Ltd. Supervisor: - Wan An Technology Inc. President: - Transcend Information Trading GmbH
SHU, CHUNG- CHENG	6,244,098	Department of Civil Engineering, National Taipei Institute of Technology	General Manager of Transcend Information, Inc.	Chairman of the board of directors: - C-TECH Corporation - Cheng Chuan Technology Development Inc. - Shu Min Investment Inc. Executive director: - Transcend Information (Shanghai), Ltd - Transtech Trading (Shanghai) Co., Ltd. Director: - Wan An Technology Inc. - Won Chin Investment Inc. - Wan Min Investment Inc. - Wan Chuan Investment Inc. - Saffire Investment Ltd. - Memhiro Pte. Ltd. - Transcend Information (H.K.) Limited Consultant:

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Name	Shares	Education	Experience	Present position
				- Transcend Information, Inc. - Taiwan IC Packaging Corporation
CHUI, LI-CHU	0	Department of French, Tamkang University	Administrative officer of Ho Cheng Investment Inc.	Supervisor of Won Chin Investment Inc.
HSU, CHIA- HSIAN	487,244	Department of Automatic Control Engineering, Feng Chia University	President of China area of Transcend Information, Inc.	Consultant of Transtech Trading (Shanghai) Co., Ltd.
CHEN, PO-SHOU	0	San Jose State University Economics	Sales Director of Transcend Information, Inc.	Sales Vice General Manager of Transcend Information, Inc.
WU, KUAN-DE	0	Master of Mechanical Engineering, National Taiwan University	R&D Director of Transcend Information, Inc.	Factory Chief of Transcend Information, Inc.

`(` INDEPENDENT DIRECTOR `)`

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

Name Shares Education Experience Present position
----- End of picture text -----

`(`INDEPENDENT DIRECTOR`)`	`(`INDEPENDENT DIRECTOR`)`	`(`INDEPENDENT DIRECTOR`)`	`(`INDEPENDENT DIRECTOR`)`	`(`INDEPENDENT DIRECTOR`)`
Name Shares Education Experience Present position

WANG, YI-HSIN	0	Ph.D, Accounting University of Kentucky	- Professor of Department of Accounting, National Chung Hsing University - Library Curator and Vice President of National Taipei University - Independent Director of Bestcom Infotech Corp. - Independent Director of United Biopharma Inc. - President and Professional Development Committee Chairperson, Institute of Internal Auditors-Chinese Taiwan - Director and Member of Professional Ethics Committee and International Relationship Committee, International Internal Audit Association - Financial Officer of Asian Alliance,International Internal	- Professor of Department of Accounting, National Taipei University - Director of First Financial Holding Co. Ltd. - Chairman of Accounting Research and Development Foundation - Chairman of the Trend Research Foundation - Supervisor of Telecom Technology Center - Committee Member of “Telecommunications Universal Services Fund Management Committee”, National Communications Commission, Executive Yuan - Director of Yu Da University of Science and Technology

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Name	Shares	Education	Experience	Present position
			Audit Association - Committee Member of “Park Operation Fund Supervisory Management Committee”, National Science Council, Executive Yuan - Committee Member of “Committee for Government Accounting Standards”, Directorate-General of Budget, Accounting and Statistics, Executive Yuan
CHEN, YI-LIANG	0	-Master of Business Administration, University of California at Los Angeles	- President of Symphox Information Co., Ltd. - President of China area of Hewlett-Packard Development Company, L.P. - CFO of China area of Hewlett-Packard Development Company, L.P. - Business Development President of Asia area of Hewlett-Packard Development Company, L.P. - Financial Vice President of Taiwan area of Hewlett-Packard Development Company, L.P. - Finance manager of Taiwan area and Sales manager of southern area of Hewlett-Packard Development Company, L.P. - Independent Director of Nano-Op Co., Ltd. - Director of Homeyen Networks. Co., Ltd. - Independent Director of Lextar Electronics Corporation	- Director of Tai Hwa Oil Industrial Co., Ltd.

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

Name Shares Education Experience Present position
----- End of picture text -----

Name Shares Education Experience Present position	Name Shares Education Experience Present position	Name Shares Education Experience Present position	Name Shares Education Experience Present position	Name Shares Education Experience Present position

CHEN, LO-MIN	0	Department of Business Administration, National ChengChi University	- Global Executive Vice President of Diebold Inc. - President of Asia-Pacific area of Diebold Inc. - President of Great China Business division of Royal Philips - President of NCR China Co., Ltd. - Vice President of Taiwan branch of NCR Corp.	- Independent Director of Hitron Technologies Inc.

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Attachment VIII

TRANSCEND INFORMATION, INC. THE CONCURRENT POSITIONS OF DIRECTORS

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

Category Name Concurrent Position
■Chairman of Taiwan IC Packaging Corporation
■Director of C-TECH Corporation
SHU, ■Representative juristic person of
Director
CHUNG-WON - WK Technology Fund VI Ltd.
- WK Technology Fund VII Ltd.
- WK Technology Fund VIII Ltd.
■Chairman of
- C-TECH Corporation
- Cheng Chuan Technology Development Inc.
- Shu Min Investment Inc.
SHU, ■Director of
Director
CHUNG-CHENG - Wan An Technology Inc.
- Won Chin Investment Inc.
- Wan Min Investment Inc.
- Wan Chuan Investment Inc.
■Consultant of Taiwan IC Packaging Corporation
■Director of First Financial Holding Co. Ltd.
■Chairman of Accounting Research and Development Foundation
Independent ■Chairman of the Trend Research Foundation
WANG, YI-HSIN
Director ■Committee Member of “Telecommunications Universal Services Fund Management
Committee”, National Communications Commission, Executive Yuan
■Director of Yu Da University of Science and Technology
Independent
CHEN, YI-LIANG ■Director of Tai Hwa Oil Industrial Co., Ltd.
Director
Independent
CHEN, LO-MIN ■Independent Director of Hitron Technologies Inc.
Director
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APPENDIX I

TRANSCEND INFORMATION, INC. RULES AND PROCEDURES OF SHAREHOLDERS’ MEETING (Before amendment)

Article 1: Except for the regulation, regular Shareholders' Meeting of the Company (the "Meeting") shall be conducted in accordance with these Rules and Procedures.

Article 2: An attendance book shall be prepared for signing in of the attended shareholders in the Shareholders' Meeting, or attended shareholders shall submit the attendance card for the purpose of signing in. The number of shares represented by attended shareholders shall be calculated in accordance with the attendance book signing by the shareholders and the attendance cards submitted by the shareholders.

Article 3: The attendance and voting of Shareholders' Meeting shall be calculated based on the shares. Article 4: The Meeting shall be held at the head office of the Company or at any other appropriate place that is convenient for the shareholders to attend. The time to start the Meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m. Article 5: The Chairman of the Board of Directors shall be the chairman presiding at the Meeting in the case that the Meeting is convened by the Board of Directors. If, for any reason, the Chairman of the Board of Directors cannot preside at the Meeting, the Vice Chairman of the Board of Directors shall preside at the Meeting. If, no Vice Chairman or for any reason, the Vice Chairman of the Board of Directors cannot preside at the Meeting, the chairman may designate one managing director to do so on the chairman's behalf. If there is no managing director, the chairman may designate one director to preside at the Meeting. If the chairman does not designate a representative, the managing directors or directors shall mutually select a chair from among themselves. If the Meeting is convened by any other person entitled to convene the Meeting, such person shall be the chairman to preside at the Meeting. When two or more parties meet this description, they shall mutually select a chair from among themselves.

Article 6: The Company may appoint designated counsel, CPA or other related persons to attend the Meeting. Persons handling affairs of the Meeting shall wear identification cards or badges. Article 7: The process of the Meeting shall be tape-recorded or videotaped and these tapes shall be preserved for at least one year. Article 8: Chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the chairman may postpone the time for the Meeting. The postponements shall be limited to two times at the most and Meeting shall not be postponed for longer than one hour in the aggregate. If after two postponements no quorum can yet be constituted but the shareholders present at the Meeting represent more than one - third of the total outstanding shares, tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Law of the Republic of

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China.

If during the process of the Meeting the number of outstanding shares represented by the shareholders present becomes sufficient to constitute the quorum, the chairman may submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of the Company Law of the Republic of China.

Article 9: The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the Board of Directors. Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the agenda. The above provision applies mutatis mutandis to cases where the Meeting is convened by any person, other than the Board of Directors, entitled to convene such Meeting.

Unless otherwise resolved at the Meeting, the chairman cannot announce adjournment of the Meeting before all the discussion items (including special motions) listed in the agenda are resolved.

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

Article 10: When a shareholder present at the Meeting wishes to speak, a Speech Note should be filled out with summary of the speech, the shareholder's number (or the number of Attendance Card) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman.

If any shareholder present at the Meeting submits a Speech Note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the Speech Note, the contents of actual speech shall prevail.

Unless otherwise permitted by the chairman and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholders, otherwise the chairman shall stop such interruption.

Article 11: Unless otherwise permitted by the chairman, each shareholder shall not, for each discussion item, speak more than two times (each time not exceeding 5 minutes).

In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, the chairman may stop the speech of such shareholder.

Article 12: Any legal entity designated as proxy by a shareholder(s) to be present at the Meeting may appoint only one representative to attend the Meeting.

If a corporate shareholder designates two or more representatives to attend the Meeting, only one representative can speak for each discussion item.

Article 13: After the speech of a shareholder, the chairman may respond himself/herself or appoint an appropriate person to respond.

Article 14: The chairman may announce to end the discussion of any resolution and go into voting if the Chairman deems it

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appropriate.

Article 15: The person(s) to check and the person(s) to record the ballots during a vote by casting ballots shall be appointed by the chairman. The person(s) checking the ballots shall be a shareholder(s).

The result of voting shall be announced at the Meeting and placed on record.

Article 16: During the Meeting, the chairman may, at his discretion, set time for intermission.

Article 17: Except otherwise specified in the Company Law or the Articles of Incorporation of the Company, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the Meeting.

The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the chairman.

Article 18: If there is amendment to or substitute for a discussion item, the chairman shall decide the sequence of voting for such discussion item, the amendment or the substitute. If any one of them has been adopted, the others shall be deemed vetoed and no further voting is necessary.
Article 19: The chairman may conduct the disciplinary officers or the security guard to assist in keeping order of the Meeting place. Such disciplinary officers or security guards shall wear badges marked "Disciplinary Officers" for identification purpose.
Article 20: These Rules and Procedures shall be effective from the date it is approved by the Shareholders' Meeting. The same applies in case of revision.

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APPENDIX II

TRANSCEND INFORMATION, INC. ARTICLES OF INCORPORATION

Section I - General Provisions

Article 1 ： The Corporation shall be incorporated, as a company limited by shares, under the Company Law of the Republic of China, and its name shall be 創見資訊股份有限公司 in the Chinese language, and Transcend Information, Inc. in the English language.

Article 2 ： The scope of business of the Corporation shall be as follows:

CC01110 Computers and Computing Peripheral Equipments Manufacturing
CC01120 Data Storage Media Manufacturing and Duplicating
F113050 Wholesale of Computing and Business Machinery Equipment
F118010 Wholesale of Computer Software
F119010 Wholesale of Electronic Materials
F401010 International Trade
I301010 Software Design Services
CC01080 Electronic Parts and Components Manufacturing
F401021 Restrained Telecom Radio Frequency Equipments and Materials Import
CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing
ZZ99999 In addition to licensing business, business law may prohibit or restrict non-business.
Article 3 ： The Corporation shall have its head office in Taipei City, Taiwan, Republic of China, and shall be free, upon the resolutions of Board of Directors to set up branch offices in Republic of China and abroad wherever and whenever the Corporation deems it necessary or advisable to carry out any or all of its activities.
Article 4 ： The total amount of the Corporation’s reinvestment shall not be subject to the restriction of not more than forty percent of the Corporation’s paid-up capital as provided in the Company Law but shall not be more than the Corporation’s paid-up capital. The Corporation may provide endorsement and guarantee and act as a guarantor. Any matters regarding the reinvestment shall be resolved in accordance with the resolutions of the Board of Directors.

Article 5 ： Public announcements of the Corporation shall be made in accordance with the Article 28 of the Company Act.

Section II - Capital Stock

Article 6 ： The total capital stock of the Corporation shall be in the amount of 5,000,000,000 New Taiwan Dollars, divided into 500,000,000 shares, at ten New Taiwan Dollars each. The Board of directors is authorized to issue the shares in separate installments as required. A total of 25,000,000 shares among the above total capital stock should be reserved for issuing employee stock options. The Board of directors is authorized to issue employee stock options from time to time.

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Article 6-1 ： If the Corporation issue employee stock options on the exercise price under the market price, it shall be issued after the resolution of the Shareholders’ meetings in accordance with relevant rules and regulations of the Republic of China. Employees, including the employees of parents or subsidiaries of the company meeting certain specific requirements, are entitled to receive employee stock options. Such specific requirements shall be prescribed by the board of directors.
Article 6-2 ： The Corporation may issue shares without printing share certificate(s), but shares issued shall be registered with a securities depository enterprise.
Article 7 ： All stock transaction conducted by shareholders of the Corporation shall follow the “Guidelines for Stock Operations for Public Companies”.
Article 8 ： Registration for transfer of shares shall be suspended 60 days immediately before the date of regular meeting of shareholders, and 30 days immediately before the date of any special meeting of shareholders, or within 5 days before the day on which dividend, bonus, or any other benefit is scheduled to be paid by the Corporation.
Article 8-1：When the Company issue new shares, employees who are entitled to subscribe for new shares include employees of parent or subsidiaries of the Company meeting certain specific requirements.
When the Company issue restricted stocks, employees who are entitled to receive restricted stock include employees of parent or subsidiaries of the Company meeting certain specific requirements.
When the Company buy back stocks to transfer to employees, employees who are entitled to receive buyback stocks include employees of parent or subsidiaries of the Company meeting certain specific requirements.

Section III - Shareholders’ meetings

Article 9 ： Shareholders’ meetings of the Corporation are of two types, namely: (1) regular meetings and (2) special meetings. Regular meetings shall be convened at least once a year, and within 6 months after the close of each fiscal year.
Special meetings shall be convened in accordance with applicable laws and regulations whenever necessary. Written notices shall be sent to all shareholders, at least 30 days in advance; and at least 15 days in advance, in case of special meetings.
Article 10 ： If a shareholder is unable to attend a meeting, he/she may appoint a proxy to attend it by using the proxy form issued by the Company and specifying the scope of proxy. Shareholder attendance by proxy shall be subject to the Company Law and also to the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies issued by the competent authority.

Article 11 ： Each share of stock shall be entitled to one vote.

Article 12 ： Except as provided in the Company Law of the Republic of China, shareholders’meetings may be held if attended by

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shareholders more than one half of the total issued and outstanding capital stock of the Corporation, and resolutions shall be adopted at the meeting with the concurrence of a majority of the votes held by shareholders present at the meeting. Pursuant to Article 177-1 of the Company Act, the shareholders may vote via written form or an electronic voting system, and the manner or voting shall be clearly stated in each meeting notice.

Section IV - Directors

Article 13 ： The Corporation shall have seven to eleven Directors. The Board of Directors is authorized to determine the number of Directors, to be elected by the shareholders meeting from among candidates with legal capacity. The term of office for Directors shall be 3 years, and all Directors shall be eligible for re-election. Once the term of office is expired and it can’t elect directors immediately, directors can extend and continue the performance of their duties until the election of directors to take office. The aggregate shareholding percentages of the entire bodies of directors shall comply with the regulations prescribed by the securities supervisory authorities. The board of directors is authorized to resolve the rates of directors’ remuneration based on the extent of their participation in the Company’s business operations or value of their contribution, at a level consistent with general practices in the industry.
The company shall acquire liability insurance for all directors within their term of office, and report to Board at the next board meeting.
Article 13-1 ： To harmonize with Article 14-2 of the Securities and Exchange Act, there shall be at least three independent directors among the Company's directors. A candidate nomination system shall be adopted, and the shareholders meeting shall elect all directors (including independent directors) from among those listed on the slate of director candidates. The relevant regulations of the competent securities authority shall be followed regarding the professional qualifications, shareholding, moonlighting restrictions, nomination and election, and other compliance requirements regarding independent directors.
Article 13-2 ： In compliance with Articles 14-4 of the ROC Securities and Exchange Law, the Corporation shall establish an Audit Committee, which shall consist of all independent directors. The Audit Committee shall exercise their functions in accordance with the ROC Company Law, Securities and Exchange Law, other relevant regulations and the procedure of corporation.

Article 13-3 ： (Deleted)

Article 14 ： The board of directors shall consist of the directors of the company, and the chairman of the board of directors shall be elected from among the directors by a majority of directors in attendance at a meeting attended by at least two-thirds of the directors. The chairman of the board of directors shall represent the Company in external matters. The board of director may set up any functional committee.
Article 15 ： Board of Directors Meetings shall be convened by the Chairman of the Board of Directors. Except as otherwise provided in the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors.

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Article 15-1 ： Each director shall be given at least 7 days advance notice of the convening of a board of directors meeting of the Corporation. In emergency circumstances, however, a meeting may be convinced on shorter notice. The meeting notice referred to in the preceding paragraph shall specify the reasons for convening the meeting, and shall be made in writing, by e-mail, or by facsimile.
Article 16 ： The Chairman of the Board of Directors shall preside over all meetings of the Board of Directors. If the Chairman of the Board of Directors is on leave or cannot exercise powers or perform duties for any reason, an acting chairman shall be designated in accordance with Article 208 of the Company Act. Directors shall attend meetings of the board of directors in person. If a director is unavailable to attend a meeting in person, the director may appoint a proxy for the given meeting specifying the scope of the authorized powers to authorize another director to attend the meeting on the director's behalf, provided that a director may represent only one other director at a meeting.

Article 17 ： Duties of the Board of the Directors are as follows:

To propose concerning appropriation of net profits or covering of losses.
To propose increasing or decreasing capital
To establish or dissolve branches
To approve budget and final reports
Other duties in accordance with Company Act or given by the resolution of shareholders’meeting

Article 18 ： (Deleted)

Article 19 ： (Deleted)

Section V - Managerial Officers

Article 20 ： The Company may have managerial officers, whose appointment, dismissal, and remuneration shall be handled in accordance with Article 29 of the Company Act.

Section VI - Accounting

Article 21 ： After the close of each fiscal year, the Board of Directors shall prepare 1.Business Report 2. Financial Statements and 3.Proposal Concerning Appropriation of Net Profits or Covering of Losses, and submitted to the regular shareholders’ meeting for acceptance:
Article 22 ： If the Company has earnings after the annual final accounting, it shall pay remuneration to employees at the minimum of 1% of the profit, and pay remuneration to directors at the maximum of 0.2% of the profit. However, the Company's accumulated losses shall have been covered.

Employees’ remuneration could be paid by cash or stock. Employees shall mean the employees of parent or subsidiaries of the company meeting certain specific requirements. Such specific requirements shall be prescribed by the board of

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directors.

Article 22-1 ： If the Company has earnings after the annual final accounting, it shall be allocated in the following order:

To pay taxes.
To cover accumulated losses, if any.
To appropriate 10% legal reserve unless the total legal reserve accumulated has already reached the amount of the Company’s authorized capital.
To appropriate or reverse special reserve in accordance with the regulations
To reserve certain amount, on the premise that there is no effect on the Company’s normal operations and no violation of regulations, for maintaining stability of dividends.
For any remainder, adding on accumulated unappropriated retained earnings, the board of directors shall propose the earnings distribution proposal and shall handle in accordance with the following provision: the board of directors is authorized to distribute dividends and bonuses or legal reserve and capital reserve in whole or in part which be paid in cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’ meeting in accordance with Section 5 of Article 240 and Article 241 of the Company Act. In case of the dividends and bonuses or legal reserve and capital reserve in whole or in part be distributed in the form of new shares to be issued by the company, shall be proposed to the shareholders' meeting for review and approval by a resolution in accordance with Article 240 of the Company Act.
Regarding the special reserve under subparagraphs 4, the Company shall set aside special reserve, equal to the debit balance which happens at the current year on other equity items (including unrealized loss on financial instrument, cumulative translation adjustment, and unrecognized pension cost, which can be combined if there are unrealized gain.), from the current earnings after tax and unappropriated retained earnings prior year. If the debit balance is cumulative before, the Company shall set aside special reserve not to distribute it from the unappropriated retained earnings prior year. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.
Article 22-2 ： The Company distributes dividends taking into consideration the Company's economic environment and growth phases, future demands of funds, long-term financial planning, and the cash flows that the stockholders desire. Cash dividends shall account for at least 5% of the total dividend distributed.

Section VII - Supplementary Provisions

Article 23 ： In regard to all matters not provided for in these Articles of Incorporation, the Company Act of the Republic of China shall govern.
Article 24 ： These Articles of Incorporation were adopted on August 23, 1989.

The first amendment was made on January 28, 1991.

The second amendment was made on May 25, 1992.

The third amendment was made on September 1, 1992.

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The fourth amendment was made on July 30, 1994. The fifth amendment was made on June 8, 1995. The sixth amendment was made on July 8, 1997. The seventh amendment was made on August 15, 1997. The eighth amendment was made on September 12, 1997. The ninth amendment was made on June 20, 1998. The 10th amendment was made on September 15, 1998. The 11th amendment was made on June 12, 1999. The 12th amendment was made on April 15, 2000. The 13th amendment was made on April 9, 2001. The 14th amendment was made on June 10, 2002. The 15th amendment was made on June 3, 2003. The 16th amendment was made on June 11, 2004. The 17th amendment was made on June 13, 2005. The 18th amendment was made on June 14, 2006. The 19th amendment was made on June 11, 2007. The 20th amendment was made on June 13, 2008. The 21st amendment was made on June 16, 2009. The 22nd amendment was made on June 17, 2010. The 23rd amendment was made on June 10, 2011. The 24th amendment was made on January 5, 2012. The 25th amendment was made on June 13, 2013. The 26th amendment was made on June 12, 2014. The 27th amendment was made on June 14, 2016. The 28th amendment was made on June 12, 2019. The 29th amendment was made on June 19, 2020.

Transcend Information, Inc. Chairman: Shu, Chung-Won

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APPENDIX III

TRANSCEND INFORMATION, INC. PROCEDURES FOR ELECTION OF DIRECTOR (Before amendment)

Article 1: Elections of directors shall be conducted in accordance with these Procedures. Elections of directors at this Corporation shall be conducted in accordance with the candidate nomination system, carefully review the qualifications of a nominated candidate and the existence of any other matters set forth in Article 30 of the Company Act, and act in accordance with Article 192-1 of the Company Act. The professional qualifications, restrictions on both shareholding and concurrent positions held, determination of independence, method of nomination and other requirements with regard to the independent directors shall be set forth in accordance with the Securities and Exchange Act, the Regulations Governing Appointment of Independent Directors and Compliance Matter for Public Companies, and the rules and regulations of the Taiwan Stock Exchange.
Article 2: In the election of directors of this Company, each share shall have voting rights equivalent to the number of seats to be elected and such voting rights can be combined to vote for one person or divided to vote for several persons. The election of independent directors and non-independent directors shall be held together; provided, however, that the number of independent directors and non-independent directors elected shall be calculated separately.
Article 3: The Board of Directors shall prepare ballots equivalent to the number of seats to be elected and note the number of voting rights to distribute to the attended shareholders.
Article 4: Before the election, the Chairman shall appoint several persons each to check and record the ballots to carry out related duties.
Article 5: In the election of directors of this Company, the ballot box used for voting shall be prepared by Board of Directors and checked in public by the person to check the ballots before voting.
Article 6: If the candidate is a shareholder of this Company, voters shall fill in the "candidate" column the candidate's name and shareholder's number. If the candidate is not a shareholder of this Company, voters shall fill in the "candidate" column the candidate's name and the candidate's ID number. If the candidate is a government agency or a legal entity, the full name of the government agency or the legal entity or the name of their representative shall be filled in the column. When there are several representatives, the name of their representative must be filled in the column, respectively.
Article 7: Ballots shall be deemed void under the following conditions:
Ballots not prepared in accordance with the rules;
Blank ballots placed in the ballot box;
Illegible writing or altered ballots;
If the candidate is a shareholder of this Company, the name or shareholder's number of the candidate filled in the

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ballot inconsistent with the shareholders' register. If the candidate is not a shareholder of this Company, the name or ID number of the candidate filled in the ballot is incorrect;

Ballots with other written characters or symbols in addition to candidate's name, shareholder's number (ID number) and the number of votes cast for the candidate;
Ballots not filled in the candidate's name or shareholder's number (ID number);
Two or more candidates filled in one ballot.
Article 8: In the election of directors equal to the number stated in the Article of Incorporation of this Company, candidates who acquire more votes sequentially should win the seats of directors. If two or more persons acquire the same number of votes and the number of such persons exceeds the specified seats available, such persons acquiring the same votes shall draw lots to decide who should win the seats available, and the Chairman shall draw lots on behalf of the candidate who is not present. If the director elected was checked that his/ her personal information is un-conformed or he/ she is not applied for related regulations, the position left vacant by such decision shall be filled by the candidate with the next highest number of votes in the original election.
Article 9: The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, shall be announced by the chair on the site.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 10: This Company shall issue notifications to the directors elected.

Article 11: Matters on which these Bylaws are silent shall be handled in accordance with the Articles of Incorporation of the Corporation, the Company Act, and applicable laws and regulations.
Article 12: These Rules shall be effective from the date it is approved by the Shareholders' Meeting. The same applies in case of revision.

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APPENDIX IV

TRANSCEND INFORMATION, INC. SHAREHOLDINGS OF ALL DIRECTORS

1. Minimum Required Shareholding and Shareholding of all Directors:

Title	Minimum Required Shareholding by all Directors	Current Shareholding (Shares)
Directors	16,000,000	16,721,795

Note 1: The period of Book closure is from April 19, 2021 to June 17, 2021.

Note 2: The Company has three independent directors, and the minimum required shareholding by all Directors except for independent directors is downsized to 80% of the minimum required based on Article 2, paragraph 2 of “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”.

2. Company’s current Directors’ shareholding are as follows on April 19, 2021:

==> picture [519 x 209] intentionally omitted <==

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

Title Name Current Shareholding (Shares)
Chairman SHU, CHUNG-WON 9,990,453
Director SHU, CHUNG-CHENG 6,244,098
Director CHUI, LI-CHU 0
Director HSU, CHIA-HSIAN 487,244
Director WANG, JEN-MING 0
Director LI, TSENG-HO 0
Independent Director CHEN, YI-LIANG 0
Independent Director CHEN, LO-MIN 0
Independent Director WANG, YI-HSIN 0
Total 16,721,795
----- End of picture text -----

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AI assistant

Transcend — AGM Information 2021

52092_rns_2021-09-08_1fba57a2-0f37-4e1a-8f53-ee2dfa19c5ca.pdf

創見資訊股份有限公司

Transcend Information, Inc.

Handbook for the 2021 Annual Regular Shareholders’ Meeting

Transcend Information, Inc. Handbook for the 2021 Annual Regular Shareholders’ Meeting TABLE OF CONTENTS

Transcend Information, Inc.

2021 ANNUAL REGULAR SHAREHOLDERS’ MEETING PROCEDURE

1. Call the Meeting to Order

7. Meeting Adjourned

Transcend Information, Inc.

2021 ANNUAL REGULAR SHAREHOLDERS’ MEETING AGENDA

I. Report Items

II. Proposed Items

III. Discussion and Election Items

IV. Other Business and Special Motion

I. Report Items

Explanatory Notes:

Explanatory Notes:

Explanatory Notes:

Explanatory Notes:

Explanatory Notes:

Explanatory Notes:

I. Proposed Items

Explanatory Notes:

Resolution:

Explanatory Notes:

Resolution:

Transcend Information, Inc.

The Chart of 2020 Earnings Distribution

III. Discussion and Election Items

Explanatory Notes:

Resolution:

Explanatory Notes:

Resolution:

(3) Election of directors.

Explanatory Notes:

Voting by Poll:

Explanatory Notes:

Resolution:

Attachment I

TRANSCEND INFORMATION, INC. BUSINESS REPORT

Audit Committee’s Review Report

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

Opinion

Basis for opinion

Key audit matters

Evaluation of inventories

Description

How our audit addressed the matter

Estimation of allowance for sales discount

Description

How our audit addressed the matter

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

Company’s financial reporting process.

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

March 4, 2021

TRANSCEND INFORMATION, INC.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019

TRANSCEND INFORMATION, INC.

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019

TRANSCEND INFORMATION, INC.

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

TRANSCEND INFORMATION, INC. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2020 AND 2019

TRANSCEND INFORMATION, INC. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2020 AND 2019

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

Opinion

Basis for opinion

Key audit matters

Evaluation of inventories

Description

How our audit addressed the matter

Estimation of allowance for sales discount

Description

How our audit addressed the matter

Other matter –Parent company only financial reports

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

Auditors’ responsibilities for the audit of the consolidated financial statements

Transcend AGM Information 2021

`(` INDEPENDENT DIRECTOR `)`