TYNTEK - AGM Information 2021 | FinancialReports.eu

Stock Code: 2426

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TYNTEK Corporation

2021 Annual General Shareholders’ Meeting

Agenda Handbook

Date: 9 a.m., May 31, 2021 Venue: 3F., No. 15, Kezhong Rd., Zhunan Township, Miaoli County

Translation-In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.

One. Meeting Procedure ............................................................................................ 1 Two. Meeting Agenda ................................................................................................ 2 I. Report Items ...................................................................................................... 3 II. Ratification Items ............................................................................................. 5 III. Discussion Items ............................................................................................. 6 IV. Elections ......................................................................................................... 6 V. Other Discussions ............................................................................................ 8 VI. Extraordinary Motions ................................................................................... 8 Three. Attachments.................................................................................................... 9 I. Business Report ................................................................................................. 9 II. Audit Committee’s Review Report ............................................................... 13 III. Independent Audit’s Report and 2020 Consolidated Financial Statements 14 IV. Independent Audit’s Report and 2020 Parent-Only Financial Statements .. 25 V. 2020 Profit Distribution Table ...................................................................... 35 Four. Appendices ..................................................................................................... 36 I. Rules of Procedure for Shareholder Meetings ................................................ 36 II. The Articles of Incorporation ........................................................................ 40 III. Shareholding of All Directors ...................................................................... 49 IV. Impact of Stock Dividend Issuance on Business Performance, EPS, and Shareholder’s Return on Investment .......................................................... 50 V. Information on Amount of Distribution of Remunerations of Employees and Directors Passed by Resolution of Board of Directors’ Meeting and EPS Calculation, etc.: ................................................................................. 51 VI. Regulations for Election of Directors .......................................................... 52

One. Meeting Procedure

TYNTEK Corporation 2021 Annual Shareholders’ Meeting Procedure

I. Call Meeting to Order
II. Chairman's Remarks
III. Report Items
IV. Ratification Items
V. Discussion Items
VI. Elections

VII. Other Matters

VIII. Extraordinary Motions

IX. Adjournment
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Two. Meeting Agenda

TYNTEK Corporation 2021 Annual Shareholders’ Meeting Agenda

I. Time/Date: 9 a.m., May 31, 2021
II. Location: 3F., No. 15, Kezhong Rd., Zhunan Township, Miaoli County
III. Attendants: All shareholders and equity representatives
IV. Chairman: Chairman of the Board, Pei-Wen Fu
V. Chairperson’s Remarks
VI. Report Items
(I) 2020 Business Report
(II) Audit Committee’s Review Report on the 2020 Financial Statements
(III) Report on 2020 Remuneration of Directors and Employees’ Remuneration Distribution
(IV) Report on 2020 Distribution of Earnings
(V) Report on Repurchase of the Company’s Shares
(VI) Other Report Matters
1. Report on Acceptance of Shareholders’ Proposal Right
2. Other Report Matters

VII. Ratification Items: Adoption of 2020 Business Report and Financial Statements

VIII. Discussion Items: None.

IX. Elections: Election of 13th Term of Directors (7 Directors in Total, including 3 Independent Directors)

X. Other Matters: Removal of Restrictions on Competing Business Involvement for

New Directors and Their Representatives.

XI. Extraordinary Motions
XII. Adjournment
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Reporting Items

I. 2020 Business Report

Explanation: Please refer to Attachment 1 for the 2020 Business Report.
II. Audit Committee’s Review Report on the 2020 Financial Statements Explanation: Please refer to Attachment 2 for the Audit Committee’s Review Report.
III. Report on 2020 Remuneration of Directors and Employees’ Remuneration Distribution Explanation: Regarding the remunerations of directors and employees for 2020, according to the resolution passed by the 12th term 23rd board of directors’ meeting (2021.03.25), the remuneration of directors at an amount of NT$ 11,531,682 and remuneration of employees at an amount of NT$ 26,907,259 are to be distributed.
IV. Report on 2020 Distribution of Earnings Explanation: The amendment of the Articles of Incorporation has been approved by the resolution of the shareholders’ meeting on June 24, 2019, to authorize the board of directors to execute the distribution of earnings in cash via resolution of the board at the end of each semi-fiscal year. According to the cash dividends for the first and second half of the fiscal year of 2020 approved by the resolution of the board of directors, the distribution status and distribution dates are as follows:

2020	Approval Date (Year/Month/Date )	Distribution Date (Year/Month/Date )	Cash Dividend Per Share (NTD)	Cash Dividend Total Amount (NTD)
First Half of Fiscal Year	2020/08/11	None	No distribution	0
Second Half of Fiscal Year	March 25, 2021	To be determined	0.75	225,466,689
Total			0.75	225,466,689

V. Report on Repurchase of the Company’s Shares

Explanation: According to the provisions of Article 28-2 of the Securities and Exchange Act and the “Regulations Governing Share Repurchase by Exchange-Listed and OTC-Listed Companies”, the execution status on the repurchase of the shares of the Company is as shown in the table below:

Repurchase Number	Sixth Time
Purpose of Repurchase	Transfer Shares to Employees
Planned Number of Shares to be	Common Shares of 5,000,000 shares

Repurchased
Planned Repurchase Period	March 27,2020~May25,2020
Planned Repurchase Price Range	NT$ 8~13
Type and Number of Shares Repurchased	Common Shares of 2,656,000 shares
Actual Period of Repurchase	March 30,2020~May5,2020
Amount of Shares Repurchased	NT$ 30,789,863
Average Repurchase Price Per Share	NT$ 11.59
Number of Shares Canceled and Transferred	2,656,000 shares (Note)
Accumulated Number of Company Shares Held	Common Stocks of 0 shares
Percentage of Number of Company Shares Held Over Total Number of Shares Issued (%)	0 %
Execution Result of Repurchase of Company Shares	Not Executed Completely by the Time-Limit
Reason of Non-Completion of Repurchase	Since the stock prices of the Company from 2020/5/6 to the end of the repurchase period of 2020/5/25 were higher than the maximum price of the repurchase price range of NT$13, the repurchase was not executed completely, and the execution rate was 53.12%.

Note: According to the resolution passed in the 12th term 18th board meeting on July 16, 2020, a total of 2,656,000 shares from the sixth time of the company’s shares repurchased were transferred to employees.

(VI) Other Report Matters

Explanation regarding the proposing right exercised by shareholders and accepted by this AGM:

Explanation: (1) Handled pursuant to Article 172-1 of the Company Act

(2) The acceptance period of shareholders’ proposal was March 29, 2021 to April 7, 2021, and disclosed on MOPS as required by laws.
(3) As of April 7, 2021, no shareholder’s proposal was received.
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Ratification Items

Proposal: The Company’s 2020 Business Report and Financial Statements, proposed for ratification.

Proposed by: Board of Directors

Explanation: The Company’s 2020 annual business report, financial statements and earnings distribution proposal have been prepared completely, and the financial statements have been approved by the resolution of the board meeting on March 25, 2021, and have also be audited completely by CPA Li Su and CPA Cheng-Chih Lin of Deloitte Taiwan.
II. Please refer to Attachment 1, Attachment 3, Attachment 4, and Attachment 5 for the Company's business report, auditor’s review report, financial statements, and profit distribution table.

III. Proposed for ratification.

Resolution:

Discussion Items

None

Elections

Subject: Election of the Directors, 13th Term Proposed by: Board of Directors Description: 1. For the directors of the 12th term (independent directors included), their terms will be expire on June 13, 2021. Pursuant to laws, the re-election will be conducted in this AGM.

Pursuant to the Articles of Incorporation, seven directors will be elected (three independent directors included), and the term is from May 31 2021 to May 30, 2024. The terms of current directors end at the dismissal of this AGM.
The candidate nomination system is applied to the directors’ election. The list of candidates has been reviewed and approved by the Board of Directors. Shareholders shall elect directors from the candidate list. Please refer to the list of candidates and their education/industrial background/number of shares heldas following:
Please refer to Attachment 6 for the “Regulations for Election of Directors.”
Please elect.

List of Director Candidates is as following:

Serial No.	Name	Major education/industrial background	Number of shares held
1	Liang Dian Investment Co., Ltd. Representative: Li, Bin-Jie	PhD, Institute of Chemical Engineering, National Tsing Hua University Chairman, Ennostar Inc. Chairman and Chief Strategy Officer, Epistar Corp.	10,000
2	Wei Ban Investment Corporation Representative: Huang, Deng-Huei	Bachelor, Department of Chemistry, Chung Yuan Christian University. Director, Lextar Electronics Corporation Director, Wei Ban Investment Corporation Director, Liang Li Investment Corporation Chairman, WellyHertz Electronics Corp. Director, Hexawave, Inc.	10,000
3	Ennostar Inc. Representative: Li, Rong-Huan	Bachelor, Department of Chemical Engineering, Tamkang University President, Opto Tech Corporation	8,935,000

Serial No. 4	Name	Major education/industrial background	Number of shares held
	Will Chou	Bachelor, Department of Physics, Tamkang University President, TYNTEK Corporation Vice President, TYNTEK Corporation Vice President, Vitelic (Hong Kong) Limited	166,813

List of Independent Director Candidates is as following:

Serial No.	Name	Major education/industrial background	Number of shares held
1	Liu, Yin-Fei	EMBA, National Cheng Chi University Partner/ Senior Consultant, PwC Taiwan Independent Director, Waffer Technology Corp. Independent Director,Edison Opto Corp.	-
2	Chiang, Huei-Chung	PhD, Chemical Engineering, Northwestern University; Department of Industrial Chemistry, National Tsing Hua University President, Thintec Materials Corporation. Supervisor, Asia Polymer Corporation. Supervisor, Getac Technology Corporation Supervisor, Synnex Technology International Corporation	-
3	Hsieh, Chia-Ying	Master, Business Administration College, National Taiwan University Independent Director, Sunplus Innovation Technology Inc. Independent Director, Lotes Co., Ltd. Director, Leltek Inc. Executive Director, Total Fortune Capital Director, QSAN Technology, Inc.	-

Voting Results:

Other Discussions

Subject: Please discuss the proposal of lifting the non-competition restriction on the new directors and their representatives

Proposed by: Board of Directors

Description: Pursuant to Article 209 of the Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.

Resolution:

Extraordinary Motions

Adjournment

Three. Attachments

[Attachment 1]

TYNTEK Corporation Business Report

Looking back the year of 2020, the revenue in 2020 was slightly decreased from the revenue in 2019 by 3.62%. Despite that the global market was affected by the COVD-10 pandemic, due to the positive impacts of the increasing terminal application demands for backlight and invisible light LED, etc., the operating profit was increased by NT$ $36,680 thousands in comparison to 2019. Looking to the future, the Company will continue its dedication in the business development based on the initial commitment by providing products and services satisfying customer demands, thereby generating profits and achieving continuous growth for the Company. Business performance and operating status of the Company in 2020 are compared with the ones in 2019 as described in the following respectively:

(I) 2020 Annual Business Plan Implementation Outcome

Unit: In Thousands of New Taiwan Dollars

Item	2019	2020	Percentage	difference %
Net sales amount	2,519,855	2,428,616	(91,239)	(3.62)
Operating profit(loss)	(28,352)	8,328	36,680	(129.37)
Non-operatingincome	259,883	355,661	95,778	36.85
Net income before tax	231,531	363,989	132,458	57.21
Income tax expense	22,141	56,088	33,947	153.32
Net income	209,390	307,901	98,511	47.05
Basic earnings per share after tax(NT$)	0.60	1.02	0.42	70.00

Note: The impacts of earnings per share and issuance of stock dividends have been included in the retrospective adjustment.

(II) Financial Revenue/Expenditure and Profitability Analysis

	item	2020	2019
Financial structure (%)	Debt to total assets ratio	40.28	36.44
	Long-term capital to property, plant & equipmentratio	248.90	284.25
Debt servicing capability (%)	Current ratio	224.72	258.59
	Quick ratio	181.37	203.21
Profitability (%)	Returnonasset	3.64	5.26
	Returnonshareholders’equity	5.22	8.03
	Net profit margin	8.31	12.68
	Earningsper share(EPS) (NT$)	0.60	1.02

R&D status

The Company has always focused on the product R&D capability and with the continuous efforts over the past years, we have been able to develop and launch numerous outstanding new products, and have also been able to gain support from

the public sector and government agencies, All of such achievements demonstrate the Company's commitment and dedication in R&D technologies. After the Company has completed the development and mass production of VCSEL surface emitting laser diodes, our production line becomes more complete. To develop products of greater prospectivity and marketability, in recent years, the Company is fully dedicated in the research and development of optical communication sensors and sensors for the fields of automobile, medical care and precision control. We have achieved preliminary outcome and the products have entered the mass production stage. In addition, the Company is also active in the investment of relevant product application fields. With the rapid growth of the optoelectronic market, the application scope of various products continues to expand, and the market demand is increasing. To satisfy the market demand, the Company will continue to focus on the development of the following products:

A. High density 2D/3D semiconductor passive components
B. 6” wafer and 2D/3D sensing PD
C. 6” wafer and high precision and power components
D. High power AlGaInP light emitting diodes
E. High speed communication photodiodes
F. Multiband photo detectors
G. Dark violet (DUV/UVC) sensors
H. Silicon substrates with built-in electrostatic protection components
I. Flip-chip Zener diodes
J. Photo diode integrated circuit (PDIC)
K. Low-capacitance transient voltage suppressors (TVS)
L. High speed optical communication laser diodes
M. Vertical cavity surface emitting laser (VCSEL) diodes
N. New generation semiconductor material components

Future Operational Objectives

To achieve the business objectives of the present year, the Company will continue to make further improvement on the competitiveness in the marketing, R&D, manufacturing and management aspects. For the year of 2021, the main business strategies are as follows:

Cope with the overseas market growth, and actively expand the market share in the regions of Europe, U.S. And Japan.
Enhance customized new product development, and improve profitability.
Enhance material development source to diversify risks.
Continue to increase production efficiency and to improve product quality in order to reduce cost.
Continue to promote digital computerization and to increase work efficiency.
Increase the sales weight of Si component products, thereby enhancing the profitability.
Cope with market development demands for semiconductor lighting, and actively expand integrated power and protection components.
Strengthen 6” wafer production capacity and enhance product technologies.
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The forecast sales quantity of the Company is determined based on the environment of the industry and the supply and demand condition of the market along with the consideration of own production capacity and business development. The Company firmly believes that a complete production line is the essential factor supporting the sustainable operation of the Company. Based on such principle, the Company will continue to develop new products and to improve product quality, thereby achieving the goals of increasing customer satisfaction and maintaining excellent relationship with suppliers with best effort.

Important Production and Sale Policies

For the year of 2021, the Company will actively develop new products, new customer sources and will also adjust product structure in order to improve the overall gross margin with best effort, In addition, the Company will also research and develop various products satisfying the market trend, thereby increasing the Company's own technical level and understanding customer demands and market development trend effectively. Furthermore, the Company will also seek cooperation with the upstream raw material suppliers in order to ensure raw material quality and sufficient supply sources while maintaining long term cooperation relationship with customers. Moreover, to cope with the expansion of business, the Company will actively engage in the construction of complete international sales channels and logistics management. The Company also aims to enhance professional trainings of engineers, to improve the product technical support and after-sale service standards, to expand overseas markets continuously and to secure the domestic market, thereby increasing the market share of the Company’s products.

Future Development Strategy

Short-term Business Development Plan:
(1)Based on the currently existing business, continue to dedicate in the development of high frequency/high power infrared LED products and various Si sensors and protection components. In addition, for different markets, develop sales method suitable to the local markets.
(2)Continue to promote the rationalization and flexibility of production process, in order to achieve harmony between production and sales, as well as to achieve most optimal operating economic scale; implement quality management thoroughly and achieve the goal of Quality First with best effort. Increase automatic production efficiency and product yield rate, engineering research and development process systematization, thereby improving overall management quality.
(3)Establish new wafer fab, and increase the wafer size from 5” to 6”, as well as expand scale and technology.
Long-term Business Development Plan:
(1) In addition to continue to improve quality and to maintain excellent cooperation relationship with domestic and foreign giants in the industry, the Company aims to expand the market share as well as to establish complete sales channels globally and diverse business strategies.
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(2) Integrate various products of the Company and subsidiaries, and establish the operational development model with horizontal expansion and vertical integration, thereby increasing the overall competitiveness of the Company.
(3) Continue research and development, maintain the leading position in manufacturing technologies, and improve OEM capability, thereby exploiting the Company’s advantage in the mass production economic scale.

TYNTEK Corporation

Chairman: Fu, Pei-Wen

Managerial Officer: Chou, Wen-Lung

Accounting Supervisor: Li, Hsiao-Ping

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【 Attachment 2 】

TYNTEK Corporation

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2020 Business Report, Financial Statements, and Earnings Distribution Proposal. TYNTEK Corporation’s Financial Statements have been audited and certified by CPA Li Su and CPA Cheng-Chih Lin of Deloitte Taiwan, and an audit report relating to the Financial Statements has been issued. The aforementioned 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 TYNTEK Corporation. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

Submitted to

2020 Annual General Shareholders’ Meeting

TYNTEK Corporation

Audit Committee

Convener of Audit Committee: Lin, Tsung-Yen

March 25, 2021

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[Attachment 3]

Independent Audit’s Report

To TYNTEK Corporation,

Audit opinion

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

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

Basis for audit opinion

We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China for 2020. Our responsibility under those standards is further described in the section of "Auditor's Responsibilities for the Audit of the Consolidated Financial Statements". 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 are convinced that we have acquired enough and appropriate audit evidence to serve as the basis of audit opinion.

Key audit matters

Key audit matters refer to the most vital matters in our audit of the consolidated financial statements of the Group for the year ended December 31, 2020 based on our professional

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judgment. These matters were addressed in our audit of the consolidated financial statements as a whole, and in forming our audit opinion. We do not express a separate opinion on these matters.

Key audit matters of the consolidated financial statements of the Group for the year ended December 31, 2020 are stated as follows

Revenue recognition

Due to some sales customers’ needs, the Group places inventory in the domestic and overseas warehouses or overseas shipping warehouses designated by the sales customers. The recognition of sales revenue is based on the receipt details provided by the customers’ designated warehouse custodians, which were checked by the dedicated personnel of the Group. As domestic and overseas warehouses and overseas shipping warehouses are not directly managed by the Group, we listed the authenticity of the sales related to the domestic and overseas warehouses and overseas shipping warehouses a key audit matter for this year. For the accounting policies and information disclosed related to revenue recognition, please refer to Notes 4 and 26 to the parent-only financial statements.

The main audit procedures that we have implemented include:

Understand and test the effectiveness of the main internal control design and implementation related to the sales revenue of domestic and overseas warehouses and overseas shipping warehouses.
Select samples randomly to check the receipts and payment status related to the sales revenue of domestic and overseas warehouses and overseas shipping warehouses, and inquire the existence of the transaction counterparties to verify the actual occurrence of the sales, and check whether there is any anomaly existing in the sales counterparties and the payment recipients.

Other Matters

The Company has also prepared the parent company’s only financial statements for the years ended December 31, 2020 and 2019, for which we have issued an unqualified opinion.

Included in the aforementioned consolidated financial statements, some of the financial statements of the investees measured using the equity method have not been audited by us but by other CPAs. Therefore, in our opinions on the aforementioned consolidated financial statements, the above-mentioned investment balance of the investees using the equity method and the relevant share of profit and loss on the investees are recognized based on the audit report of other CPAs. As of December 31, 2020, the balance of investment in the aforementioned investees using the equity method was NT$122,583,000, accounting for 1.97% of the total consolidated

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assets, and the share of profit or loss on associates recognized using the equity method for the year ended December 31, 2020 was NT$1,165,000, accounting for 0.32% of the consolidated net income before tax.

Responsibilities of the management and the governing body for the consolidated financial statements

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

In preparing the consolidated financial statements, the management is responsible for assessing the ability of the Group in continuing as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting unless the management intends to liquidate the Group or cease the operations without other viable alternatives.

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

Auditor's responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance on whether the consolidated financial statements as a whole are free from material misstatement arising from fraud or error, and to issue an independent auditors' report. Reasonable assurance is a high-level assurance but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatement may arise from frauds or errors. If the amounts of misstatements, either separately or in aggregate, could reasonably be expected to influence the economic decisions of the users of the consolidated financial statements, they are considered material.

We have utilized our professional judgment and maintained professional doubt when performing the audit work in accordance with the auditing standards generally accepted in the Republic of China. We also perform the following tasks:

Identify and assess the risks of material misstatement arising from fraud or error within the consolidated financial statements; design and execute countermeasures in response to said risks, and obtain sufficient and appropriate audit evidence to provide a basis of our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.
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Understand the internal control related to the audit in order to design appropriate audit procedures under the circumstances, while not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by the management.
Conclude on the appropriateness of the management's adoption of the going concern basis of accounting based on the audit evidence obtained and whether a material uncertainty exists for events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the consolidated financial statements to pay attention to relevant disclosures in said statements within our audit report. If such disclosures are inadequate, we need to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure, and content of the consolidated financial statements (including relevant notes), and whether the consolidated financial statements adequately present the relevant transactions and events.
Obtain sufficient and appropriate audit evidence concerning the financial information of entities within the Group, to express an opinion on the consolidated financial statements. We are responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Group.

The matters communicated between us and the governing body include the planned scope and times of the audit and significant audit findings (including any significant deficiencies in internal control identified during the audit).

We also provided the governing body with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence, and communicated with them all relationships and other matters that may possibly be regarded as detrimental to our independence (including relevant protective measures).

From the matters communicated with the governing body, we determined the key audit matters for the audit of the Group's consolidated financial statements for the year ended December 31, 2020. We have clearly indicated such matters in the auditors' report unless legal regulations prohibit the public disclosure of specific matters, or in extremely rare cases, we decided not to communicate over specific items in the auditors' report, for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it brings forth.

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Deloitte Taiwan
CPA Su-Li Fang	CPA Cheng-Chih Lin
The Financial Supervisory Commission	The Financial Supervisory Commission
R.O.C. Approved No.	R.O.C. Approved No.
Jing-Guang-Zheng-Liu No. 0940161384	Jing-Guang-Zheng-Liu No. 0930160267

March 25, 2021

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TYNTEK Corporation and Its Subsidiaries Consolidated balance sheet

For the Years Ended December 31, 2020 and 2019

Unit: In Thousands of New Taiwan Dollars

Code 1100 1110 1120 1136 1150 1170 1180 1200 1220 130X 1410 1460 1476 1479 11XX 1510 1517 1535 1550 1600 1755 1760 1780 1840 1915 1920 1980 1990 15XX 1XXX	Asset Current asset Cash and cash equivalents (Notes 6 and 33) Financial assets at FVTPL - Current (Notes 7 and 33) Financial assets at FVTOCI - current (Notes 8 and 33) Financial assets at amortized cost - current (Note 9 33, and 35) Notes receivable, net (Notes 10 and 33) Accounts receivable, net (Notes 10 and 33) Accounts receivable - related parties, net (Notes 10, 33, and 34 Other receivables (Notes 10 and 33) Current tax assets (Note 28) Inventories (Note 11) Prepayments (Notes 18 and 38) Non-current assets held for sale (Note 12) Other financial assets (Notes 19, 33, and 35) Other current assets (Note 19) Total current assets non-current assets Financial assets at FVTPL - Non-current (Notes 7 and 33) Financial assets at FVTOCI -non-current (Note 8 and 33) Financial assets at amortized cost - non-current (Note 9 33, and 35) Investments accounted for using equity method (Note 14) Property, plant and equipment (Notes 15, 35, and 36) Right-of-use assets (Note 16) Investment property (Note 15) Other intangible assets (Note 17) Deferred tax assets (Note 28) Prepayments for equipment (Note 36) Refundable deposits (Note 33) Other financial assets - non-current (Notes 19, 33, and 35) Other non-current assets - others (Note 19) Total non-current assets Total assets		Dec. 31,2020 Amount % $ 655,749 11 522,790 9 20,579 - 558,932 9 9,224 - 856,173 14 903 - 66,253 1 - - 728,725 12 15,874 - - - 12,475 - 4,347 - 3,452,024 56 364,103 6 41,754 1 6,566 - 153,115 2 1,714,593 28 109,827 2 220,964 3 2,172 - 91,825 1 41,725 1 2,176 - 3,788 - 4,136 - 2,756,744 44 $ 6,208,768 100		Dec. 31,2019 Amount % $ 763,092 12 529,585 9 21,776 1 643,381 10 17,284 - 797,755 13 - - 11,898 - 16,733 - 662,898 11 15,393 - 2,833 - 13,728 - 4,841 - 3,501,197 56 142,166 2 21,129 1 6,505 - 162,784 3 1,877,724 30 136,671 2 222,382 4 3,286 - 122,005 2 20,997 - 2,637 - 6,285 - 5,949 - 2,730,520 44 $ 6,231,717 100	Code 2100 2130 2150 2170 2180 2200 2230 2280 2320 2399 21XX 2540 2550 2570 2580 2640 2645 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 31XX 36XX 3XXX	LIABILITIESAND EQUITY Current liabilities Short-term borrowings (Notes 20 and 33) Contract liabilities - Current (Note 26) Notes payable (Notes 21 and 33) Accounts payable (Notes 21 and 33) Accounts payable - related parties (Notes 21, 33, and 34) Other payables (Notes 22, 33, and 34) Current tax liabilities (Note 28) Lease liabilities - current (Notes 16 and 33) Current portion of long-term borrowings and bonds payable (Notes 20 and 33) Other current liabilities (Note 22) Total current liabilities non-current liabilities Long-term borrowings (Notes 20 and 33) Provisions - non-current (Note 23) Deferred tax liabilities (Note 28) Lease liabilities - non-current (Notes 16 and 33) Defined benefit liability - non-current (Note 24) Guarantee deposits received (Note 33) Total non-current liabilities Total liabilities Equity attributable to owners of the company (Note 25) Ordinary shares Additional paid-in capital Retained earnings Statutory reserves Special reserves undistributed earnings Total retained earnings Other equities Total equity attributable to owners of the company Non-controlling interests (Notes 13, 25, and 31) Total equity Total liabilities and equity		Dec. 31,2020 Amount % $ 523,318 8 2,222 - 6,251 - 346,044 6 755 - 206,168 3 20,170 - 43,430 1 160,707 3 25,896 - 1,334,961 21 735,400 12 15,428 - 15,044 - 98,335 2 47,258 1 16,180 - 927,645 15 2,262,606 36 3,006,223 48 224,694 4 186,082 3 89,035 1 466,022 8 741,139 12 63,178) ( 1) 3,908,878 63 37,284 1 3,946,162 64 $ 6,208,768 100		Dec. 31,2019	Dec. 31,2019
			Amount $ 655,749 522,790 20,579 558,932 9,224 856,173 903 66,253 - 728,725 15,874 - 12,475 4,347 3,452,024 364,103 41,754 6,566 153,115 1,714,593 109,827 220,964 2,172 91,825 41,725 2,176 3,788 4,136 2,756,744 $ 6,208,768		Amount $ 763,092 529,585 21,776 643,381 17,284 797,755 - 11,898 16,733 662,898 15,393 2,833 13,728 4,841 3,501,197 142,166 21,129 6,505 162,784 1,877,724 136,671 222,382 3,286 122,005 20,997 2,637 6,285 5,949 2,730,520 $ 6,231,717				Amount $ 523,318 2,222 6,251 346,044 755 206,168 20,170 43,430 160,707 25,896 1,334,961 735,400 15,428 15,044 98,335 47,258 16,180 927,645 2,262,606 3,006,223 224,694 186,082 89,035 466,022 741,139 63,178) 3,908,878 37,284 3,946,162 $ 6,208,768		Amount $ 945,477 10,246 7,531 283,974 839 179,604 - 44,657 81,593 4,139 1,558,060 774,162 14,760 8,339 106,575 44,747 3,700 952,283 2,510,343 3,006,223 223,902 168,403 76,927 301,131 546,461 89,036) 3,687,550 33,824 3,721,374 $ 6,231,717	%
								(		(		15 - - 5 - 3 - 1 1 - 25 12 - - 2 1 - 15 40 48 4 3 1 5 9 ( 2) 59 1 60 100

The accompanying notes are an integral part of the consolidated financial statements (With Deloitte & Touche review report dated March 25, 2021)

Chairman: Bosco Foo

Manager: Will Chou

Accounting Supervisor: Li, Hsiao-Ping

19 -

TYNTEK Corporation and Its Subsidiaries Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2020 and 2019

Unit: NTD thousands; EPS in NTD

Code 4000 perating revenue (Notes 26 and 34) 5000 perating costs (Notes 11, 27, and 34) 5900 ross income from operations perating expenses 6100 elling and marketing expenses (Notes 24 and 27) 6200 dministrative expenses (Notes 24 and 27) 6300 esearch and development expense (Notes 24 and 27) 6450 xpected credit impairment loss (Note 10) 6000 otal operating expenses 6500 ther income and expenses, net (Note 27) 6900 perating profit (loss) on-operating income and expense 7100 terest revenue (Note 27) 7010 ther income (Notes 27 and 34) 7020 ther gains or losses (Notes 27 and 37) 7050 nancial costs (Note 27) 7060 hare of losses on associates using the equity method 7000 otal non-operating income and expenses 7900 et income before tax 7950 come tax expense (Note 28) 8200 et income of the current year		2020		% 100 85 15 2 8 5 - 15 - - - 2 14 1 ) - 15 15 3 12		2019
		Amount $ 2,428,616 2,067,874 360,742 36,506 195,828 128,112 6,406 366,852 14,438 8,328 9,120 42,192 340,899 24,163 ) 12,387) 355,661 363,989 56,088 307,901				Amount $ 2,519,855 2,134,783 385,072 46,870 196,719 144,950 - 388,539 24,885) 28,352) 26,762 52,347 232,204 26,078 ) 25,352) 259,883 231,531 22,141 209,390		%
	( (		(		( ( ( (		( ( ( (	100 85 15 2 8 5 - 15 1) 1) 1 2 9 1 ) 1) 10 9 1 8

(To be Continued)

20 -

(Continued)

(Continued)
Code ther comprehensive income (Note 25) 8310 ems that will not be reclassified subsequently to profit or loss: 8311 emeasurement of defined benefit plans 8316 nrealized gains (losses) on investments in equity instruments at FVTOCI 8349 come tax relating to items that will not be reclassified subsequently to profit or loss (Note 28) 8360 ems that may be reclassified subsequently to profit or loss: 8361 xchange Differences in Translating the Financial Statements of Foreign Operations 8399 come tax (expense) income related to the components of other comprehensive income (Note 28) 8300 ther comprehensive income of the current year (net amount after tax) 8500 otal comprehensive income of the current year 8600 ET PROFIT ATTRIBUTABLE TO: 8610 wners of the company 8620 on-controlling interests 8700 otal comprehensive income attributable to: 8710 wners of the company 8720 on-controlling interests arnings per share (Note 29) 9710 asic 9810 iluted		2020		% 1 ) 1 - 1 - 1 13 13 - 13 13 - 13		2019
		Amount $ 7,977 ) 19,428 3,398 ) 12,342 2,457) 17,938 $ 325,839 $ 304,498 3,403 $ 307,901 $ 322,379 3,460 $ 325,839 $ 1.02 $ 1.01				Amount $ 3,070 ) 3,250 ) 235 11,505 ) 2,273 15,317) $ 194,073 $ 179,858 29,532 $ 209,390 $ 164,678 29,395 $ 194,073 $ 0.60 $ 0.60	%
	( ( (		(		( ( ( (		- - - - - - 8 7 1 8 7 1 8

The accompanying notes are an integral part of the consolidated financial statements (With Deloitte & Touche review report dated March 25, 2021)

Chairman: Bosco Foo Manager: Will Chou Accounting Supervisor: Li, Hsiao-Ping

21 -

Consolidated Statements of Changes Equity

TYNTEK Corporation and Its Subsidiaries

For the Years Ended December 31, 2020 and 2019

Unit: In Thousands of New Taiwan Dollars, Unless Stated Otherwise

		Equity attributable to o	Equity attributable to o	wn	ers of the company					Non-controlling interests $ 423,813 - - - 29,532 ( 137) 29,395 ( 422,223 ) 2,839 - 33,824 - - - 3,403 57 3,460 - - - $ 37,284		Total equity
Share capital Shares (Thousands) Amount 300,621 $ 3,006,223 - - - - - - - - - - - - - - - - - - 300,621 3,006,223 - - - - - - - - - - - - - - - - - - 300,621 $ 3,006,223	Additional paid-in capital $ 223,897 - - - - - - - ( 310 ) 315 223,902 - - - - - - 5,771 - ( 4,979) $ 224,694		Retained earnings		undistributed earnings $ 546,433 53,782 ) 7,562 ) 360,746 ) 179,858 3,070) 176,788 - - - 301,131 17,679 ) 12,108 ) 90,187 ) 304,498 7,977) 296,521 - - 11,656) $ 466,022	Other equities Exchange Differences in Translating the Financial Statements of Foreign Operations Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income ( $ 21,662 ) ( $ 55,264 ) - - - - - - - - ( 9,095) ( 3,015) ( 9,095) ( 3,015) - - - - - - ( 30,757 ) ( 58,279 ) - - - - - - - - 9,828 16,030 9,828 16,030 - - - - - - ($ 20,929) ($ 42,249)		Treasury shares $ - - - - - - - - - - - - - - - - - 30,790 ( 30,790 ) - $ -
						Exchange Differences in Translating the Financial Statements of Foreign Operations ( $ 21,662 ) - - - - ( 9,095) ( 9,095) - - - ( 30,757 ) - - - - 9,828 9,828 - - - ($ 20,929)
Shares (Thousands) 300,621 - - - - - - - - - 300,621 - - - - - - - - - 300,621		Statutory reserves $ 114,621 53,782 - - - - - - - - 168,403 17,679 - - - - - - - - $ 186,082	Special reserves $ 69,365 - 7,562 - - - - - - - 76,927 - 12,108 - - - - - - - $ 89,035
	( (			( ( ( ( ( ( ( ( (		( ( ( ( (	( ( ( ( (	(	( ( ( ( ( (	( (	( ( ( ( ( (	$ 4,307,426 - - 360,746 ) 209,390 15,317) 194,073 422,223 ) 2,529 315 3,721,374 - - 90,187 ) 307,901 17,938 325,839 36,561 30,790 ) 16,635) $ 3,946,162

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

(With Deloitte & Touche review report dated March 25, 2021)

Chairman: Bosco Foo

Manager: Will Chou

Accounting Supervisor: Li, Hsiao-Ping

22 -

TYNTEK Corporation and Its Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2020 and 2019

Unit: In Thousands of New Taiwan Dollars

Code CASH FLOWS FROM OPERATING ACTIVITIES A10000 Net income before tax of the current year A20010 Adjustments for: A20100 Depreciation expense A20200 Amortization expenses A20300 Expected credit impairment loss A20400 Net gains on financial assets and liabilities at FVTPL A20900 Financial costs A21200 Interest income A21300 Dividend revenue A21900 Share-based compensation A22300 Share of profit or loss of associates accounted for using equity method A22500 Gains on disposal of property, plant and equipment A22900 Gains on disposal of subsidiary A23000 Gains on disposal of non-current assets held for sale A23200 Gains on disposal of investments accounted for using equity method A23700 Impairment losses on property, plant and equipment A23800 Loss on inventory valuation falling and obsolescence (gain on recovery) A24100 Unrealized losses on foreign currency exchange A29900 Gains on disposal of right-of-use assets A29900 Gains on lease modification A30000 Changes in operating assets and liabilities A31125 contract asset A31130 Note receivable A31150 Trade receivable A31180 Other receivables A31200 Inventories A31230 Prepayments A31240 Other current assets A32125 contract liability A32130 Note payable A32150 Accounts payable A32180 Other payables A32200 Provisions A32230 Other current liabilities A32240 Net defined benefit liability A33000 Cash from operations A33300 Interest paid A33500 Income tax refunded (paid) AAAA Net cash inflow from operating activities		2020 $ 363,989 247,200 1,211 6,406 212,528 ) 24,163 9,120 ) 18,385 ) 5,771 12,387 14,110 ) - 614 ) 17,475 ) - 14,250 22,238 ) 174,980 ) 10 ) - 8,060 55,436 ) 3,031 80,077 ) 1,332 494 8,024 ) 1,280 ) 60,525 25,038 668 21,757 2,511 184,516 24,851 ) 11,845 171,510		2019
	( ( ( ( ( ( ( ( ( ( ( ( ( (		( ( ( ( ( ( ( ( ( ( ( ( ( ( ( ( (	$ 231,531 232,412 1,241 - 250,310 ) 26,078 26,762 ) 19,144 ) - 25,352 41 ) 8,030 ) 6,791 ) - 24,926 9,181 ) 4,059 - 1 ) 1,350 29,108 74,047 ) 3,849 ) 222,954 30,324 3,883 21,842 ) 176 21,279 ) 9,565 ) 1,036 763 ) 587) 382,238 25,787 ) 508) 355,943

(To be Continued)

23 -

(Continued)

Code 2020 2019 Cash flows from investing activities B00100 Purchase of financial assets at fair value through profit or loss ( $ 263,609 ) ( $ 9,898 ) B00200 Disposal of financial assets at FVTPL 260,995 6,003 B00040 Acquisition of financial assets at amortized cost - ( 164,078 ) B00050 Disposal of financial assets at amortized cost 91,368 7,790 B01800 Acquisition of long-term investments in equity using equity method ( 36,153 ) ( 10,062 ) B01900 Disposal of long-term investments in equity using equity method 34,659 - B02300 Proceeds from disposal of subsidiary - ( 10,150 ) B02600 Proceeds from disposal of non-current assets held for sale 3,444 3,839 B02700 Acquisition of property, plant and equipment ( 54,368 ) ( 163,943 ) B02800 Proceeds from disposal of property, plant and equipment 46,843 2,012 B03700 Decrease (increase) in refundable deposits 461 ( 796 ) B04500 Acquisition of intangible assets ( 92 ) ( 136 ) B06500 Increase (decrease) in other financial assets 3,750 ( 24,131 ) B07100 Increase in prepayments for equipment ( 66,368 ) ( 110,127 ) B07500 Interest received 9,692 26,493 B07600 Dividends received 18,385 19,144 B09900 Proceeds from disposal of right-of-use assets 134,140 - BBBB Net cash inflows from investing activities 183,147 ( 428,040) Cash flows from financing activities C00100 Increase in short-term borrowings 1,569,234 2,423,552 C00200 Decrease in short-term borrowings ( 1,994,450 ) ( 2,027,334 ) C01600 Proceeds from long-term borrowings 128,500 67,000 C01700 Repayments of long-term borrowings ( 88,148 ) ( 29,529 ) C03000 Decrease in guarantee deposits received 12,480 5,750 C04020 Repayment of the principal portion of leases ( 10,499 ) ( 13,807 ) C04500 Cash dividends distributed ( 90,187 ) ( 360,746 ) C04900 Cost of redemption of treasury stock ( 30,790 ) - C05000 Proceeds from disposal of treasury stock 30,790 - C05800 Changes in non-controlling interests - 2,732 CCCC Net cash inflow (outflow) from financing activities ( 473,070) 67,618 DDDD Effects of exchange rate changes on the balance of cash held in foreign currencies 11,070 8,055 EEEE Increase (decrease) in cash and equivalents ( 107,343 ) 3,576 E00100 Balance of cash and cash equivalents at the beginning of the year 763,092 759,516 E00200 Balance of cash and cash equivalents at the end of the year $ 655,749 $ 763,092 The accompanying notes are an integral part of the consolidated financial statements (With Deloitte & Touche review report dated March 25, 2021)		2019

Chairman: Bosco Foo Hsiao-Ping

Manager: Will Chou

Accounting Supervisor: Li,

24 -

[Attachment 4]

Independent Auditors' Report (Parent-Only Financial Statements)

To TYNTEK Corporation,

Audit opinion

We have reviewed the parent-only balance sheet of TYNTEK Corporation (the “Company”) for the years ended December 31, 2020 and 2019 and the related parent-only statements of comprehensive income, changes in equity and cash flows for the years then ended, and relevant notes, including a summary of significant accounting policies “(collectively referred to as the parent-only financial statements)”.

In our opinion, the accompanying parent-only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019 and for the years then ended, and its individual financial performance and its individual cash flows for the years then ended in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for audit opinion

We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China for 2020. Our responsibility under those standards is further described in the section of "Auditor's Responsibilities for the Audit of the Parent-only Financial Statements". 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 are convinced that we have acquired enough and appropriate audit evidence to serve as the basis of audit opinion.

Key audit matters

Key audit matters refer to the most vital matters in our audit of the parent-only financial statements of the Company for the year ended December 31, 20 2020 based on our professional judgment. These matters were addressed in our audit of the parent-only financial statements as a whole, and in forming our audit opinion. We do not express a separate opinion on these matters.

25 -

Key audit matters of the parent-only financial statements of the Company for the year ended December 31, 2020 are stated as follows

Revenue recognition

Due to some sales customers’ needs, the Company places inventory in the domestic and overseas warehouses or overseas shipping warehouses designated by the sales customers. The recognition of sales revenue is based on the receipt details provided by the customers’ designated warehouse custodians, which were checked by the dedicated personnel of the Company. As domestic and overseas warehouses and overseas shipping warehouses are not directly managed by the Company, we listed the authenticity of the sales related to the domestic and overseas warehouses and overseas shipping warehouses a key audit matter for this year. For the accounting policies and information disclosed related to revenue recognition, please refer to Notes 4 and 25 to the parent-only financial statements.

The main audit procedures that we have implemented include:

Understand and test the effectiveness of the main internal control design and implementation related to the sales revenue of domestic and overseas warehouses and overseas shipping warehouses.
Select samples randomly to check the receipts and payment status related to the sales revenue of domestic and overseas warehouses and overseas shipping warehouses, and inquire the existence of the transaction counterparties to verify the actual occurrence of the sales, and check whether there is any anomaly existing in the sales counterparties and the payment recipients.

Responsibilities of the management and the governing body for the parent-only financial statements

The responsibilities of the management are to prepare the parent-only financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and to maintain necessary internal control associated with the preparation in order to ensure that the financial statements are free from material misstatement arising from fraud or error.

In preparing the parent-only financial statements, the management is responsible for assessing the ability of the Company in continuing as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting unless the management intends to liquidate the Company or cease the operations without other viable alternatives.

The governing body of the Company (including the Audit Committee) are responsible for supervising the financial reporting process.

Auditor's responsibilities for the audit of the parent-only financial statements

26 -

Our objectives are to obtain reasonable assurance on whether the parent-only financial statements as a whole are free from material misstatement arising from fraud or error, and to issue an independent auditors' report. Reasonable assurance is a high-level assurance but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatement may arise from frauds or errors. If the amounts of misstatements, either separately or in aggregate, could reasonably be expected to influence the economic decisions of the users of the parent-only financial statements, they are considered material.

Identify and assess the risks of material misstatement arising from fraud or error within the parent-only financial statements; design and execute countermeasures in response to said risks, and obtain sufficient and appropriate audit evidence to provide a basis of our opinion. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.
Understand the internal control related to the audit in order to design appropriate audit procedures under the circumstances, while not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and relevant disclosures made by the management.
Conclude on the appropriateness of the management's adoption of the going concern basis of accounting based on the audit evidence obtained and whether a material uncertainty exists for events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the parent-only financial statements to pay attention to relevant disclosures in said statements within our audit report. If such disclosures are inadequate, we need to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure, and content of the parent-only financial statements (including relevant notes), and whether the parent-only financial statements adequately present the relevant transactions and events.
27 -
Obtain sufficient and appropriate audit evidence concerning the financial information of entities within the Company, to express an opinion on the parent-only financial statements. We are responsible for guiding, supervising, and performing the audit and forming an audit opinion on the Company.

From the matters communicated with the governing body, we determined the key audit matters for the audit of the Company's parent-only financial statements for the year ended December 31, 2020. We have clearly indicated such matters in the auditors' report unless legal regulations prohibit the public disclosure of specific matters, or in extremely rare cases, we decided not to communicate over specific items in the auditors' report, for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it brings forth.

Deloitte Taiwan CPA Su-Li Fang CPA Cheng-Chih Lin

The Financial Supervisory Commission R.O.C. Approved No. Jing-Guang-Zheng-Liu No. 0940161384

The Financial Supervisory Commission R.O.C. Approved No. Jing-Guang-Zheng-Liu No. 0930160267

March 25, 2021

28 -

TYNTEK Corporation

parent-only Balance Sheet

For the Years Ended December 31, 2020 and 2019

Unit: In Thousands of New Taiwan Dollars

					Dec. 31, 2020			Dec. 31, 2019						Dec. 31, 2020					Dec. 31, 2019
Code	Asset				Amount	%		Amount	%	Code	LIABILITIES AND EQUITY			Amount		%			Amount		%
	CURRENT ASSETS										CURRENT LIABILITIES
1100	Cash and cash equivalents (Notes 6 and 31)			$	552,849	9	$	568,391	10	2100	Short-term borrowings (Notes 19 and 31)		$	455,559		8		$	758,163		13
1110	Financial assets at FVTPL									2170	Accounts payable (Note 21)			320,899		5			248,092		4
											Accounts payable to related parties (Notes 20,
	- current (Notes 7 and 31)				214,411	4		304,816	5	2180	31
1120	Financial assets at FVTOCI										, and 32)			755		-			839		-
	- current (Notes 8 and 31)				6,750	-		11,223	-	2200	Other payables (Notes 21 and 31)			167,481		3			161,540		3
1136	Financial assets at amortized cost - current									2230	Current tax liabilities (Note 27)			4,908		-			-		-
	(Notes 9, 31, and 33)				512,760	9		587,144	10	2280	Lease liabilities - current (Notes 15 and 31)			3,007		-			4,672		-
1150											Current portion of long-term borrowings
	Notes receivable, net (Note 10, 31)				231	-		4,209	-	2320	(Notes 19 and
1170	Accounts receivable, net (Notes 10 and 31)				795,223	13		722,389	13		31)			159,040		3			75,760		1
1180	Accounts receivable - related parties, net
	(Notes 10, 31									2300	Other current liabilities (Note 21)			23,734		-			4,092		-
	, and 32)				1,163	-		5,440	-	21XX	Total current liabilities			1,135,383		19			1,253,158		21
1200	Other receivables (Notes 10 and 31)				7,680	-		11,063	-
1210	Other receivables - related parties (Notes 10,
	31										non-current liabilities
	, and 32)				8,016	-		8,016	-	2540	Long-term borrowings (Notes 19 and 31)			735,400		12			769,440		13
1220	Current tax assets (Note 27)				-	-		15,968	-	2550	Provisions - non-current (Note 22)			15,428		-			14,760		-
130X	Inventories (Note 11)				651,178	11		580,009	10	2570	Deferred tax liabilities (Note 27)			15,044		-			8,339		-
1460											Lease liabilities - non-current (Notes 15 and
	Non-current assets held for sale, net (Note 12)				-	-		2,833	-	2580	31)
1479	Other current assets (Note 18)				7,863	-		6,070	-					85,329		2			87,301		2
11XX											Defined benefit liability - non-current (Note
	Total current assets				2,758,124	46		2,827,571	48	2640	23
														47,258		1			40,157		1
	non-current assets									2670	Other non-current liabilities (Note 21)			15,526		-			7,496		-
1510	Financial assets at FVTPL									25XX	Total non-current liabilities			913,985		15			927,493		16
	- current (Notes 7 and 31)				142,166	2		142,166	3
1517	Financial assets at FVTOCI									2XXX	Total liabilities			2,049,368		34			2,180,651		37
	- non-current (Notes 8 and 31
					32,865	1		15,877	-		Equity (Note 24)
1535	Financial assets at amortized	cost	-
	non-current									3110	Ordinary shares			3,006,223		51			3,006,223		51
	(Notes 9, 31, and 33)				6,566	-		6,505	-	3200	Additional paid-in capital			224,694		4			223,902		4
1550	Investments accounted for using	equity
	method (Note 13)				1,034,766	17		768,084	13		Retained earnings
1600	Property, plant and equipment (Notes	14, 33								3310	Statutory reserves			186,082		3			168,403		3
	, and 34)				1,537,444	26		1,641,571	28	3320	Special reserves			89,035		1			76,927		1
1755	使用權資產（附註十五）				87,192	1		91,373	2	3350	undistributed earnings			466,022		8			301,131		5
1760	投資性不動產（附註十六及三三）				220,964	4		222,382	4	3300	Total retained earnings			741,139		12			546,461		9
1780	Intangible assets (Note 17)				1,712	-		2,435	-	3400	Other equities	(		63,178)	(	1)	(		89,036)	(	1)
1840	Deferred tax assets (Note 27)				91,825	2		122,005	2	3XXX	Total equity			3,908,878		66			3,687,550		63
1915	Prepayments for equipment (Note 34)				39,699	1		20,580	-
1980	Other financial asset- non-current (Notes 18,
	31, and 33)				3,788	-		3,783	-
1990	Other non-current assets (Note 18)				1,135	-		3,869	-
15XX	Total non-current assets				3,200,122	54		3,040,630	52
1XXX	Total assets			$	5,958,246	100	$	5,868,201	100		Total liabilities and equity		$	5,958,246		100		$	5,868,201		100
							The	accompanying notes	are an integral part of the parent-only financial statements.

Chairman: Bosco Foo

Manager: Will Chou

Head of Accounting: Hsiao-Ping Li

29 -

TYNTEK Corporation

parent-only Statement of Comprehensive Income

For the Years Ended December 31, 2020 and 2019

Unit: NTD thousands; EPS in NTD

Code 4000 Operating revenue (Notes 25 and 32) 5000 Operating costs (Notes 11, 26, and 32) 5900 Gross income from operations Operating expenses 6100 Selling and marketing expenses (Notes 22 and 26) 6200 Administrative expenses (Notes 22 and 26) 6300 Research and development expense (Notes 22 and 26) 6450 Expected credit impairment loss (Note 10) 6000 Total operating expenses 6550 Other income and expenses, net (Note 26) 6900 Operating profit (loss) Non-operating income and expense 7100 Interest revenue (Note 26 and 31) 7010 Interest revenue (Note 26 and 31) 7020 Other gains or losses (Note 26) 7050 Financial costs (Note 26) 7070 Share of profit or loss of subsidiaries and associates accounted for using equity method (Note 13) 7000 Total non-operating income and expenses 7900 Net income before tax 7950 Income tax expense (Note 27) 8200 Net income of the current year		2020		% 100 86 14 1 7 5 - 13 - 1 - 1 3 1 ) 12 15 16 2 14		2019
		Amount $ 2,200,552 1,898,699 301,853 26,914 158,411 97,247 6,420 288,992 3,602) 9,259 6,093 22,195 61,480 20,556 ) 264,707 333,919 343,178 38,680 304,498				Amount $ 2,015,660 1,785,983 229,677 30,820 126,313 108,869 - 266,002 - 36,325) 20,281 25,396 116,288 19,049 ) 85,268 228,184 191,859 12,001 179,858		%
	( (		(		( (		( (	100 89 11 2 6 5 - 13 - 2) 1 2 6 1 ) 4 12 10 1 9

(To be Continued)

30 -

(Continued)

(Continued)
Code Other comprehensive income (net amount) 8310 Items that will not be reclassified subsequently to profit or loss: 8311 Remeasurement of defined benefit plans (Note 23) 8316 Unrealized gains (losses) on investments in equity instruments at FVTOCI (Note 24) 8331 Remeasurement of defined benefit plans of subsidiaries accounted for using the equity method 8336 Unrealized gains (losses) on equity instruments of subsidiaries, associates, and joint ventures at FVOCI accounted for using the equity method (Note 24) 8349 Income tax relating to items that will not be reclassified subsequently to profit or loss (Note 24) 8360 Items that may be reclassified subsequently to profit or loss (Note 24): 8380 Share of other comprehensive income of subsidiaries accounted for using the equity method 8399 Income tax relating to items that may be reclassified subsequently to profit or loss 8300 Other comprehensive income of the current year (net amount after tax) 8500 Total comprehensive income of the current year Earnings per share (Note 28) 9710 Basic 9810 Diluted		2020	% - - - - - 1 - 1 15		2019
		Amount $ 7,977 ) 12,515 - 6,913 3,398 ) 12,285 2,457) 17,881 $ 322,379 $ 1.02 $ 1.01			Amount $ 3,354 ) 3,073 ) 284 177 ) 235 11,368 ) 2,273 15,180) $ 164,678 $ 0.60 $ 0.60		%
	( ( (			( ( ( ( (		( (	- - - - - 1 ) - 1) 8

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

Chairman: Bosco Foo Manager: Will Chou Accounting Supervisor: Li, Hsiao-Ping

31 -

TYNTEK Corporation

parent-only Statement of Changes in Equity

For the Years Ended December 31, 2020 and 2019

Unit: In Thousands of New Taiwan Dollars

Share capital Shares (Thousands) Amount 300,621 $ 3,006,223 - - - - - - - - - - - - - - - - 300,621 3,006,223 - - - - - - - - - - - - - - - - - - 300,621 $ 3,006,223			Retained earnings		Other items ofequity Exchange Differences in Translating the Financial Statements of Foreign Operations Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income ( $ 21,662 ) ( $ 55,264 ) - - - - - - - - ( 9,095) ( 3,015) ( 9,095) ( 3,015) - - - - ( 30,757 ) ( 58,279 ) - - - - - - - - 9,828 16,030 9,828 16,030 - - - - - - ($ 20,929) ($ 42,249)	Other items ofequity Exchange Differences in Translating the Financial Statements of Foreign Operations Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other Comprehensive Income ( $ 21,662 ) ( $ 55,264 ) - - - - - - - - ( 9,095) ( 3,015) ( 9,095) ( 3,015) - - - - ( 30,757 ) ( 58,279 ) - - - - - - - - 9,828 16,030 9,828 16,030 - - - - - - ($ 20,929) ($ 42,249)			Total equity
					Exchange Differences in Translating the Financial Statements of Foreign Operations ( $ 21,662 ) - - - - ( 9,095) ( 9,095) - - ( 30,757 ) - - - - 9,828 9,828 - - - ($ 20,929)
Shares (Thousands) 300,621 - - - - - - - - 300,621 - - - - - - - - - 300,621		Statutory reserves $ 114,621 53,782 - - - - - - - 168,403 17,679 - - - - - - - - $ 186,082	Special reserve $ 69,365 - 7,562 - - - - - - 76,927 - 12,108 - - - - - - - $ 89,035
	( (			( ( ( ( ( ( ( ( (	( ( ( ( (	( ( ( ( (	(	( ( ( ( ( (	$ 3,883,613 - - 360,746 ) 179,858 15,180) 164,678 310 ) 315 3,687,550 - - 90,187 ) 304,498 17,881 322,379 36,561 30,790 ) 16,635) $ 3,908,878

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

Chairman: Bosco Foo

Manager: Will Chou

Accounting Supervisor: Li, Hsiao-Ping

32 -

TYNTEK Corporation

parent-only Statement of Cash Flows

For the Years Ended December 31, 2020 and 2019

Unit: In Thousands of New Taiwan Dollars

Code CASH FLOWS FROM OPERATING ACTIVITIES A10000 Net income before tax of the current year A20010 Adjustments for: A20100 Depreciation expense A20200 Amortization expenses A20300 Expected credit impairment loss A20400 Net gains on financial assets at FVTPL A20900 Financial costs A21200 Interest income A21300 Dividend revenue A21900 Share-based compensation A22400 Share of profit or loss of subsidiaries and associates accounted for using equity method A22900 Gains on disposal of subsidiary A23000 Gains on disposal of non-current assets held for sale A23200 Gains on disposal of investments accounted for using equity method A23700 Losses on inventory valuation and obsolescence losses A22500 Losses on disposal of property, plant and equipment A24100 Unrealized net (gains) losses on foreign currency exchange A29900 Gains on lease modification A30000 Changes in operating assets and liabilities A31130 Note receivable A31150 Trade receivable A31180 Other receivables A31200 Inventories A31230 Prepayments A31240 Other current assets A32150 Accounts payable A32180 Other payables A32200 Provisions A32230 Other current liabilities A32240 Net defined benefit liability - non-current A33000 Cash from operations A33300 Interest paid A33500 Income tax returned AAAA Net cash inflow from operating activities		2020 $ 343,178 198,341 815 6,420 123,203 ) 20,556 6,093 ) 10,027 ) 5,771 264,707 ) - 614 ) 5,257 ) 14,250 3,930 21,214 ) 10 ) 3,978 64,686 ) 2,389 85,419 ) 1,687 ) 20 ) 71,262 3,931 668 19,643 876) 111,319 20,760 ) 13,225 103,784		2019
	( ( ( ( ( ( ( ( ( ( ( ( ( (		( ( ( ( ( ( ( ( ( ( ( (	$ 191,859 169,566 825 - 137,564 ) 19,049 20,281 ) 11,290 ) - 85,268 ) 8,333 ) - - - - 4,059 - 1,068 ) 9,730 ) 3,279 ) 130,654 23,855 179 2,714 9,183 ) 1,020 1,970 ) 540) 255,274 18,745 ) 124 236,653

(To be Continued)

33 -

(Continued)

(Continued)
Code Net cash flows of investing activities B00040 Acquisition of financial assets at amortized cost B00050 Disposal of financial assets at amortized cost B00100 Purchase of financial assets at fair value through profit or loss B00200 Disposal of financial assets at FVTPL B01900 Disposal of long-term investments in equity using equity method B02600 Proceeds from disposal of non-current assets held for sale B02700 Acquisition of property, plant, and equipment B02800 Proceeds from disposal of property, plant and equipment B03700 Decrease (increase) in refundable deposits B04100 Decrease in other receivables B04500 Acquisition of intangible assets B06500 Increase in other financial assets B07100 Increase in prepayments for equipment B07500 Interest received B07600 Dividends received B09900 Other investing activities BBBB Net cash inflows from investing activities Cash flows from financing activities C00100 Increase in short-term borrowings C00200 Decrease in short-term borrowings C01600 Proceeds from long-term borrowings C01700 Repayments of long-term borrowings C03000 Increase in guarantee deposits received C04020 Repayment of the principal portion of leases C04500 Cash dividends distributed C04900 Cost of redemption of treasury stock C05000 Proceeds from disposal of treasury stock CCCC Net cash inflow (outflow) from financing activities DDDD Effects of exchange rate changes on the balance of cash held in foreign currencies EEEE Increase (decrease) in cash and equivalents E00100 Balance of cash and cash equivalents at the beginning of the year E00200 Balance of cash and cash equivalents at the end of the year		2020 $ - 81,302 41,468 ) 255,076 5,845 3,444 47,794 ) 10 62 - 92 ) 91 ) 61,183 ) 7,026 10,027 2,672 214,836 1,357,823 1,663,484 ) 128,500 79,260 ) 8,030 4,107 ) 90,187 ) 30,790 ) 30,790 342,685) 8,523 15,542 ) 568,391 $ 552,849		2019
	( ( ( ( ( ( ( ( ( ( ( (		( ( ( ( ( ( ( ( ( ( (	$ 164,078 ) - - - - - 126,652 ) 1,780 122 ) 955 136 ) 13,159 ) 47,920 ) 20,012 11,290 200 317,830) 2,090,983 1,692,582 ) 62,000 12,000 ) 2,752 4,962 ) 360,746 ) - - 85,445 12,581 16,849 551,542 $ 568,391

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

Chairman: Bosco Foo

Manager: Will Chou

Accounting Supervisor: Li, Hsiao-Ping

34 -

[Attachment 5]

TYNTEK Corporation 2020 PROFIT DISTRIBUTION TABLE

Unit: NTD＄

	Unit: NTD＄
Item	Amount (Note 2)
Undistributed earnings at the beginning of 2020	$ 181,156,787
Less: actuarial gains and losses accounted in retained earnings	(7,977,148)
Changes in associates and joint ventures accounted for using the equity method	(11,656,435)
Plus: reversal of special reserve appropriated as required by laws	33,219,842
Undistributed earnings	194,743,046
Add: net profit after tax	$ 304,498,413
Distributable net profit	$ 499,241,459
Less: 10% legal reserve (Note 2) Less: Distributable items: (Note 2) Dividend to shareholders- cash (Note 3, 4) Dividend and bonus of the first half of fiscal year (Note 1) Annual profit to be distributed	(28,486,483) 0 (225,466,689)
Undistributed earnings at the end of 2020	$ 245,288,287

Note 1: The profit of the first half of 2020 was resolved by the Board of Directors not to distribute on August 11, 2020.
Note 2: Sequence and percentage or profit distribution:
(1) 10% Appropriated as statutory reserves.
(2) Appropriate shareholders' equity deducting special reserve.
(3) Shareholders’ dividend and bonus distributed in cash shall not be lower than 10% of total shareholders dividend and bonus.
Note 3: 2020 takes precedence to be distributed for profit is 2020. This is resolved by the Board of Directors and reported in the AGM.
Note 4: In case of buying back the Company’s shares, transferring or writing off treasury shares, converting convertible corporate bonds, exercising employee subscription warrants, or other reason, affects the numbers of outstanding shares, and thus the shareholder dividend yield is changed accordingly and revision is required, the Board of Directors has resolved to fully authorize the Chairman to handle.
Note 5: The cash dividends are distributed pursuant to the percentage until 1 NDT, under NTD 1 is rounded-off. The total of frictions under NTD 1 will be adjustment to the total cash dividend distribution as the dismal number from large to small, and the account number from earlier to later.
Chairman: Bosco Foo Manager: Will Chou Accounting Officer: Li, Hsiao-Ping
35 -

【 Appendix 1 】

Four. Appendices

TYNTEK Corporation

Rules of Procedure for Shareholders’ Meeting

I. The rules of procedures for the Company's shareholders’ meetings, except as otherwise provided by laws, regulations, or the Articles of Incorporation, shall be as provided in these Rules.
II. The Company shall specify in its shareholders’ meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.

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

Shareholders’ meetings shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.

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

III. A shareholder shall be entitled to one vote for each share held; attendance and voting at shareholders’ meetings, except when the shares are deemed non-voting shares under Article 179 of the Company Act, shall be calculated based on numbers of shares. When the Company holds a shareholders’ meeting, it shall adopt exercise of voting rights by electronic means and may adopt exercise of voting rights by correspondence. When voting rights are exercised by correspondence or electronic means, the method of exercise shall be specified in the shareholders’ meeting notice. A shareholder exercising voting rights by correspondence or electronic means will be deemed to have attended the meeting in person, but to have waived his/her rights with respect to the extraordinary motions and amendments to original proposals of that meeting.
IV. The venue for a shareholders’ meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders’ meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent Directors with respect to the place and time of the meeting.
V. If a shareholders’ meeting is convened by the Board of Directors, the meeting shall be chaired by the Chairman of the Board. When the Chairman of the Board is on leave or for any reason unable to exercise his/her power and authority the Vice Chairman to act as a proxy thereof; if there is no Vice Chairman or the Vice Chairman also is on leave or for any reason unable to exercise his/her power and authority, the Chairman shall appoint one of the Managing Directors to act as chair, or, if there are no Managing Directors, one
36 -

of the Directors shall be appointed to act as chair. Where the Chairman does not make such a designation, the Managing Directors or the Directors shall select from among themselves one Director as a proxy thereof.

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

Where 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. Where there are two or more such convening parties, they shall mutually select a chair from among themselves.

VI. Attorneys, certified public accountants, or related persons retained by the Company may attend a shareholders’ meeting in a non-voting capacity.
The staff serving on the shareholders’ meeting shall wear identity certificates or arm-bands.
VII. The Company, beginning from the time when 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, and such recording shall be retained for at least one year. However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.
VIII. The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If attending shareholders represent more than one-third but less than half of outstanding shares after two postponements, the attending shareholders may reach a tentative resolution according to Paragraph 1, Article 175 of the Company Act.
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.
IX. When a shareholders’ meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders’ meeting.

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

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders’ meeting.

After a meeting is adjourned, shareholders shall not further elect a chair to continue the meeting at the original site or at another location. However, If the chair declares the meeting adjourned in violation of the rules of procedure, a new chair may be elected

37 -

based on the agreement of a majority of the votes represented by the attending

shareholders in order to continue the meeting.

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

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

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.

XI. 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 five minutes.

If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

XII. When a juristic person is appointed to attend a shareholders’ meeting as proxy, it shall designate only one person to represent it in the meeting.

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.

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

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

The election of Directors at a shareholders’ meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting

38 -

results shall be announced on-site immediately, including the names of those elected as Directors and the numbers of votes with which they are elected.

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

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

XVII. Except as otherwise provided in the Company Act and the 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.

When a proposal comes to a vote, if no shareholder voices an objection following an inquiry by the chair, the proposal will be deemed to be approved, and it shall have the same effect as that reached through voting.

XVIII. 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 anyone among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
IX. The chair may direct the proctors (or security personnel) to help maintain order at the meeting place. When proctors (or security personnel) assist to maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."
XX. 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.
XXI. These Rules were approved and enacted on May 24, 1996. The first amendment was made on May 24, 1997. The second amendment was made on March 23, 1998. The third amendment was made on June 17, 2002. The fourth amendment was made on June 9, 2015. The fifth amendment was made on June 14, 2018. The sixth amendment was made on June 23, 2020.
39 -

【 Appendix 2 】

TYNTEK Corporation Articles of Incorporation

Chapter 1 General Rules

Article 1: The Company shall be incorporated under the Company Act, and its name shall be TYNTEK CORPORATION.
Article 2 The scope of business of the Company shall be as follows:
I. CC01080 Electronics Components Manufacturing.
II. CC01060 Wired Communication Mechanical Equipment Manufacturing.
III. CC01070 Wireless Communication Mechanical Equipment Manufacturing.
IV. CC01020 Electric Wires and Cables Manufacturing.
V. CD01030 Motor Vehicles and Parts Manufacturing.
VI. I301010 Information Software Services.
VII. I501010 Product Designing.
VIII. CC01101 Controlled Telecommunications Radio-Frequency Devices and Materials Manufacturing.
IX. IG03010 Energy Technical Services. (Limited to business operation by branch offices outside the science park)
1. Research, development, production, manufacturing and sale of the following products:
  - (1) Gallium arsenide, infrared, light emitting diode, laser diode, phototransistor, photodiode, single crystal epitaxy and crystal grain.
  - (2) Optoelectronic system, software/hardware of computers and peripheral equipment, electronic final products, semi-products, various wireless/wired telecommunication equipment and various wireless anti-burglary equipment. (Limited to business operation by branch offices outside the science park).
  - (3) Radio transmitter, radio transceiver, radio receiver and other electrical machineries capable of generating radio radiant energy. (Limited to business operation by branch offices outside the science park)
2. Export and import businesses of the aforementioned products.
X. CC01040 Lighting Equipment Manufacturing. (Limited to business operation by branch offices outside the science park)
XI. F119010 Wholesale of Electronic Materials. (Limited to business operation by branch offices outside the science park)
XII. F219010 Retail Sale of Electronic Materials. (Limited to business operation by branch offices outside the science park)
XIII. ZZ99999 All business items that are not prohibited or restricted by law, except
40 -

those that are subject to special approval. (Limited to business operation by branch offices outside the science park)

Article 3: The Company shall have its head office in the Hsinchu Science Park, R.O.C. (Taiwan) and when it is determined to be necessary, upon the resolution of the Board of Directors and approval of competent authority, branch offices or factories may be established domestically or overseas. The external investment total amount made by the Company may exceed 40% of paid-in capital and may also provide guarantee to the external based on the business needs.
Article 4: The public announcement method of the Company shall be handled in accordance with the provision of Article 28 of the Company Act.

Chapter 2 Shares

Article 5: The total capital of the Company shall be NTD 700,000,000, divided into 70,000,000 shares, at a par value of NTD 10, and issued at discrete times. For the unissued shares, the Board of Directors is authorized to issue separately according to the resolutions reached and based on the actual needs.
The Company may issue employee stock option certificates, and an amount of NTD 100,000,000 may be reserved from the total number of shares described in the preceding paragraph, which is divided into 10,000,000 shares as the shares for the issuance of the employee stock option certificates at discrete times.
Article 6: The share certificates of the Company shall be in registered form, signed or sealed by at least three Directors, assigned with serial numbers, and shall be certified according to the laws before issuance of the share certificates. For the shares issued by the Company, the printing of share certificates may be exempted; however, they shall be registered with the Centralized Securities Depository Enterprises.
Shareholders of the Company performing shareholder services of share transfer, reporting of loss, inheritance, gift and chop loss/change or address change, etc., unless the laws and securities regulations specify otherwise, shall be handled according to the “Regulations Governing the Administration of Shareholder Services of Public Companies”.
Article 7: Any change and transfer registration of shares shall be prohibited within sixty days prior to the ordinary shareholders’ meeting, thirty days prior to the extraordinary shareholders’ meeting, or five days prior to the record date for the distribution of dividends and bonuses or other interests by the Company.
Article 7-1: Where the shares repurchased by the Company according to the laws are transferred to employees at a price lower than the average price of the shares actually repurchased by the Company, and where employee stock option certificates are issued at a price lower than the Company’s common share price
41 -

closed on the date of issuance, such issuance shall only be made based on the consents of attending shareholders representing more than two-thirds of the total voting rights in a shareholders’ meeting attended by shareholders representing a majority of the total number of issued shares.

Chapter 3 Shareholders’ Meeting

Article 8: The shareholder’s meetings are classified into ordinary shareholders’ meetings and extraordinary shareholders’ meetings. An ordinary shareholders’ meeting is held annually and shall be convened within six months after the end of each fiscal year according to the laws, and the Broad of Directors shall issue notice to all shareholders thirty days prior to the meeting. An extraordinary meeting may be held whenever necessary according to the laws, and all shareholders shall be informed fifteen days prior to the meeting.
Article 8-1: When the Company convenes a shareholders’ meeting, it shall adopt shareholders’ exercise of voting rights by electronic means, and the Company may adopt exercise of voting rights by correspondence or electronic means. When the Company adopts the exercise of voting rights by correspondence or electronic means, the method of exercise shall be specified in the shareholders meeting notice.
Article 9: Where a shareholder for any reasons cannot attend a shareholders’ meeting in person, he/she/it may appoint a proxy to attend the shareholders' meeting on his/her/its behalf by sealing and executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy. The regulations for authorizing proxies to attend meetings on behalf of shareholders shall comply with the regulations of the Company Act and shall also be handled accordingly to the “Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies” announced by the competent authority. Matters relating to the resolutions of a shareholders’ meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting and a copy shall be distributed to each shareholder within twenty days after the conclusion of the meeting. The preparation and distribution of the meeting minutes may be made via the public announcement method. The minutes of the shareholders' meeting shall record the date and place of the meeting, the name of the chairperson, the method of adopting resolutions, and a summary of the essential points of the proceedings and the results of the meeting. The meeting minutes shall be kept persistently throughout the life of the Company. The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept for a minimum period of at least one year.
42 -

However, if a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 9-1: Each shareholder of the Company shall have one voting right for each share in

his/her/its possession, except where the shares are considered to have no voting right under circumstances described in Article 179 of the Company Act.

Article 10: Unless the Company Act specifies otherwise, the Chairman of the Board shall be the chair of shareholders’ meetings. In case where the Chairman is on leave or cannot exercise his/her power and authority for any cause, the Chairman may appoint a Director to act as a proxy thereof; where the Chairman fails to appoint a proxy, the Directors shall elect one Director from among themselves to act as the proxy thereof. Shareholders’ meetings shall be handled in accordance with the provisions of the Rules of Procedure for Shareholders’ Meeting of the Company.
Article 11: Unless otherwise specified in the Company Act, any resolution at a shareholders’ meeting shall be adopted by a majority of the shareholders presented, who representing more than half of the total number of the company’s outstanding shares, and shall be executed based on the majority of the voting rights of attending shareholders.

Chapter 4 Directors

Article 12: The Company shall have seven to eleven Directors. The election of Directors shall adopt the candidate’s nomination system, and the Director shall be elected by the shareholders' meeting from among the persons with disposing capacity, with the term of office of three years, and shall be eligible for re-elections. The Company may obtain Directors liability insurance with respect to liabilities resulting from exercising their duties during their terms of directorship.The total number of registered shares of the Company held by all of the Directors shall be established according to the standard specified in the “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies” announced by the Financial Supervisory Commission, R.O.C.
Article 12-1: In the roster of Directors described in the preceding paragraph, the number of Independent Directors of the Company shall not be less than three and shall not be less than one fifth of the total number of Directors. Relevant matters of the professional qualification, concurrent job position limitation, determination of independence, nomination and election methods of the Independent Director as well as other necessary requirements shall comply with relevant regulations specified by the securities competent authority.
Independent Directors and non-independent Directors shall be elected at the same time but on separate ballots.
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Article 12-2: The Company establishes an Audit Committee since the twelfth term of Board of Directors. For the Audit Committee established in accordance with Article 14-4 of the Securities and Exchange Act, and the Audit Committee shall be formed by all of the Independent Directors. The Audit Committee or members of the Audit Committee shall be responsible for the execution of the authorities of Supervisors in accordance with the provisions of the Company Act, Securities and Exchange Act and other laws and regulations.
Article 13: The Board of Directors shall be formed by Directors. A Chairman of the Board shall be elected from among the Directors during a Board of Directors’ meeting attended by more than two-thirds of the Directors and with the consents of more than half of all attending Directors. In addition, a Vice Chairman may also be elected from among the Directors.
The Chairman of the Board shall internally preside the shareholders' meeting and the Board of Directors’ meeting as the chair; and shall externally represent the Company. In case where the Chairman is on leave or absent or cannot exercise his/her power and authority for any cause, the Vice Chairman shall act as a proxy thereof. In case where the Vice Chairman is also on leave or absent or unable to exercise his/her power and authority for any cause, the Chairman shall designate one of the Directors to act as a proxy thereof. In the absence of such designation, the Directors shall elect from among themselves to act as proxy thereof.
In case a meeting of the Board of Directors is proceeded via visual communication network, then the Directors taking part in such a visual communication meeting shall be deemed to have attended the meeting in person.
During the convention of a Board of Director’s meeting, the Directors shall attend the meeting in person. In case where a Director for any reasons cannot attend the Board of Directors’ Meeting in person, he/she may issue a power of attorney, indicating the scope of authorization, in order to appoint another Director to attend the meeting as a proxy thereof.
Unless otherwise specified in the Company Act, resolutions of Board of Directors shall be executed based on the attendance of a majority of the Directors and the consents of more than half of the attending Directors.
Article 14-1: The Board of Directors’ meeting of the Company shall be convened depending upon the situation, and extraordinary Board of Directors’ meeting may be convened whenever necessary. With regard to the power and authority of the Board of Directors, in addition to compliance with the provisions of the Company Act, for the following matters, the resolution approval of the Board of Directors’ meeting shall be obtained before the execution thereof. (I) Proposal for amendment of the Articles of Incorporation of the Company.
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(II) Approval of annual budget and review of annual settlement, including the review and supervision of annual business plan.
(III) Review of operation objectives and medium/long term development plan.
(IV) Review of capital increase/decrease plan.
(V) Review of earnings distribution proposal of proposal for covering losses.
(VI) Approval for the Company’s re-investment in other enterprises or transfer of shares.
(VII) Proposal and resolution on the transfer, sale, lease, pledge, mortgage or other methods of disposition on all or important parts of the Company's operating properties.
(VIII) Approval for the application of financing, guarantee, acceptance and other loaning of the Company from a financial institution or a third party at an amount above NTD 100,000,000 (exclusive); provided that for an amount less than NTD 100,000,000, such case shall be reported in the latest session of Board of Directors’ meeting for recordation after the execution of such case; provided that for renewal of contract of original amount, such restriction shall not be applied.
(IX) Review and decision on major organization restructuring and significant business change.
(X) Approval for major capital expenditures.
(XI) Appointment and discharge of an attesting CPA for the Company.
(XII) Appointment and discharge of managerial officers.

(XIII) Approval for major contractors or other material events.

(XIV) Execution of resolutions of shareholders’ meetings.
(XV) Convention of shareholders’ meetings and business report.
(XVI) Other matters required to be handled in accordance with the laws.
Article 14-2: The calling of the Board of Directors shall be handled in accordance with the provisions prescribed in Article 204 of the Company Act. For the aforementioned calling of Board of Directors, notices may be made in writing, facsimile or e-mail method,
Article 15: Remuneration of Directors shall be paid regardless of whether the Company is operating at a profit or loss, and the amount of the remuneration shall be determined by the Board of Directors through resolution based on the common level adopted in the same industry.
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Chapter 5 Managerial Officers

Article 16: The Company may have President and several Vice Presidents and Assistant Vice Presidents; the appointment, discharge and the remuneration thereof shall be handled according to Article 29 of the Company Act.

Chapter 6 Accounting

Article 17: The fiscal year of the Company shall start from January 1 to December 31 of each year. At the close of each fiscal year, the Board of Directors shall prepare the following report and statements for submission to the ordinary shareholders’ meeting for ratification: (1) Business report, (2) Financial statements and (3) Proposal for distribution of surplus earnings or covering losses.
Article 18: For the current profit before tax for a fiscal year of the Company before deduction of the remuneration of employees and the remuneration of Directors, an amount equivalent to 5% to 15% of such profit before tax shall be appropriated as the remuneration of employees and an amount not greater than 5% of such profit before tax shall be appropriated as the remuneration of the Directors. However, if the Company still has accumulated losses (including adjustment of undistributed earnings amount), an amount shall be reserved for making up the accumulated loss first.
The remuneration of employees described in the preceding paragraph may be issued in the form of shares or cash, and the subjects for receiving the shares or cash may include employees of parents of subsidiaries of the Company meeting specific requirements. The remuneration of directors shall be made in cash only. The preceding two paragraphs shall be executed according to the resolution of Board of Directors’ meeting, and shall be reported to the shareholders’ meeting.
Article 18-1: When the Company has a net profit in the current period after the semi-annual settlement, all taxes shall be paid according to the laws and accumulated losses (including adjustment of undistributed earnings amount) shall also be covered first, and remuneration of employees shall be estimated and reserved, following which 10% of such net profit shall be appropriated as the legal reserve; however, when the legal reserve has reached the paid-in capital of the Company, it may be exempted from such appropriation. For the remaining amount, special reserve shall then be appropriated or reversed according to the laws or regulations of the competent authority. Subsequently, if there is still remaining amount, such remaining amount and the accumulated undistributed surplus earnings (including adjustment of undistributed earnings amount) of the same semi-annual period may be combined for submission to the Board of Directors for the preparation of proposal for earnings distribution or proposal for covering loss. When the distribution method is to be made in the form of new shares, such proposal
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shall be submitted to the shareholders’ meeting for resolution on the distribution thereof.

The dividend policy of the Company shall be established by the Board of Directors according to the laws and based on the consideration of the future capital demand and long-term financial planning of the Company, which shall also satisfy shareholders’ demand on cash inflow. The distribution of shareholders’ bonus may be made in cash or share, provided that the ratio of cash issuance shall not be less than 10% of the shareholders’ bonus total amount.

When all or a portion of the shareholders’ bonus or legal reserve and capital reserve distributed by the Company are made in the form of cash, the Board of Directors may be authorized to execute the distribution in accordance with the resolution of the Board of Directors’ Meeting attended by more than two thirds of the Directors and the consents of a majority of the attending Directors. In addition, report to the shareholders’ meeting shall also be made.

Chapter 7 Supplemental Provisions

Article 19: Any matters not specified in these Articles of Incorporation shall be handled in accordance with the Company Act and relevant laws and regulations.
Article 20: These Articles of Incorporation were enacted on March 7, 1987.

The first amendment was made on March 18, 1988. The second amendment was made on July 28, 1988. The third amendment was made on August 27, 1988. The fourth amendment was made on September 7, 1988. The fifth amendment was made on April 18, 1989. The sixth amendment was made on August 8, 1990 The seventh amendment was made on April 17, 1993. The eighth amendment was made on June 17, 1995. The ninth amendment was made on May 25, 1996. The tenth amendment was made on May 24, 1997. The eleventh amendment was made on October 30, 1998. The twelfth amendment was made on June 16, 1999. The thirteenth amendment was made on June 13, 2000. The fourteenth amendment was made on June 13, 2000. The fifteenth amendment was made on June 13, 2000. The sixteenth amendment was made on June 8, 2001. The seventeenth amendment was made on June 17, 2002.

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The eighteenth amendment was made on May 21, 2003. The nineteenth amendment was made on May 18, 2004. The twentieth amendment was made on June 1, 2006. The twenty first amendment was made on September 21, 2006. The twenty second amendment was made on June 13, 2008. The twenty third amendment was made on June 19, 2009. The twenty fourth amendment was made on June 15, 2010. The twenty fifth amendment was made on June 10, 2011. The twenty sixth amendment was made on June 12, 2012. The twenty seventh amendment was made on June 28, 2013. The twenty eighth amendment was made on June 23, 2014. The twenty ninth amendment was made on June 9, 2015. The thirtieth amendment was made on June 28, 2016. The thirty first amendment was made on June 13, 2017. The thirty second amendment was made on June 14, 2018. The thirty third amendment was made on June 24, 2019.

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【 Appendix 3 】

TYNTEK Corporation

Shareholding of All Directors

Base date: April 2, 2021

						Base date: April 2,2021	Base date: April 2,2021	Base date: April 2,2021
Title	Name	Date elected	Shareholding while elected			Current shareholding
			Type	Shares	Percentage to the issuance then	Type	Shares	Percentage to the issuance then
Chairman	Bosco Foo	2018.06.14	Ordinary share	8,653,999	2.88%	Ordinary share	8,918,999	2.97%
Director	J.R. Deng	2018.06.14	Ordinary share	1,519,671	0.51%	Ordinary share	1,451,671	0.48%
Director	Ching-Ho Hsu	2018.06.14	Ordinary share	5,643,530	1.88%	Ordinary share	5,643,530	1.88%
Director	Raymond Sheu	2018.06.14	Ordinary share	4,208,297	1.40%	Ordinary share	4,208,297	1.40%
Director	Chi-Chao Yeh	2018.06.14	Ordinary share	2,248,477	0.75%	Ordinary share	2,248,477	0.75%
Director	Chao-Hsiang Li	2018.06.14	Ordinary share	93	0.00%	Ordinary share	150,093	0.05%
Independent Director	Tsung-Yen Lin	2018.06.14	Ordinary share	0	0.00%	Ordinary share	0	0.00%
Independent Director	Ya-Hui Huang	2018.06.14	Ordinary share	0	0.00%	Ordinary share	0	0.00%
Independent Director	Yao-Tsung Chiang	2018.06.14	Ordinary share	0	0.00%	Ordinary share	0	0.00%
Total				22,274,067	7.41%	Total	22,621,067	7.53%

Total issued shares on June 14, 2018: 300,622,252 shares

Total issued shares on April 02, 2021: 300,622,252 shares.

Note 1: The statutory minimum shareholding of all directors: 12,000,000; as of April 2, 2021, the shareholding is 22,621,067 shares.

Note 2: The Company has the Audit Committee in place and thus no statutory shareholding of supervisor.

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【 Appendix 4 】

The Impact of Stock dividend Issuance on Business Performance, EPS, and Shareholder Return Rate

The Impact of Stock dividend Issuance on Business Performance, EPS, and Shareholder Return Rate	The Impact of Stock dividend Issuance on Business Performance, EPS, and Shareholder Return Rate	The Impact of Stock dividend Issuance on Business Performance, EPS, and Shareholder Return Rate	The Impact of Stock dividend Issuance on Business Performance, EPS, and Shareholder Return Rate
Unit: NTD thousands; EPS in NTD
Year Item			2021 (Estimated)
Beginning paid-in capital			3,006,223
Cash and stock dividend distribution of the current year	Cash dividendper share(Note 1)		－
	Dividendper share for capitalization of earnings(Note 1)		－
	Dividend per share for capitalization of reserve (Note 1)		－
Operating performance change status	Operating profit		Not Applicable . (Note 1)
	Operating profit increase (decrease) ratio from same period of last year
	Net income
	Net income increase(decrease)ratio from sameperiod of lastyear
	Earningsper share(EPS)
	EPS increase(decrease)ratio from sameperiod of lastyear
	Annual average return on investment (annual average PER reciprocal)
Pro Forma EPS and PER	Capitalization of earnings changed to distribution of cash dividend in full	Pro Forma EPS
		Pro Forma annual average return on investment
	Without capitalization of reserve	Pro Forma EPS
		Pro Forma annual average return on investment
	Without capitalization of reserve and capitalization of earnings changed to issuance of cash dividends	Pro Forma EPS
		Pro Forma annual average return on investment

Note 1: According to the provisions of the “Regulations Governing the Publication of Financial Forecasts of Public Companies”, the Company has not published the complete financial forecast; therefore, the Company is not required to publicly disclose the 2021 financial forecast information.

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【 Appendix 5 】

Information on Amount of Distribution of Remunerations of Employees and Directors Passed by Resolution of Board of Directors’ Meeting and EPS Calculation, etc.:

Explanation: According to the resolution of the Board of Directors’ Meeting of the Company, the distribution amount for the remuneration of employees for 2021 is NT$ 26,907,259 and the distribution amount for the remuneration of directors is NT$ 11,531,682, and the distribution amounts indicate no difference from the expenditures recognized in 2020. All of the distribution amounts are made cash, and the EPS after the distribution is NT$ 0.1279.

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【 Appendix 6 】

TYNTEK Corporation

Regulations for Election of Directors

Approved by the shareholders’ meeting for implementation on June 14, 2018

I. Elections of Directors of the Company shall be conducted in accordance with these regulations.
II. Elections of Directors at the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.
The cumulative voting method shall be used for election of the Directors at the Company. Unless the Articles of Incorporation specify otherwise, each share shall have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.
III. The board of Directors shall prepare separate ballots for Directors in numbers corresponding to the Directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
IV. Before the election begins, the chair shall appoint a number of persons to perform the respective duties of vote monitoring and counting personnel. The vote monitoring personnel shall be equipped with the shareholder status.
V. For election of directors, the ballot boxes shall be prepared by the Board of Directors and publicly checked by the vote monitoring personnel before voting commences.
VI. If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the candidate column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identification card number. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.
VII. A ballot is invalid under any of the following circumstances:
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(I) Ballots specified in the provisions of these regulations are not used.
(II) A blank ballot is placed in the ballot box.
(III) The writing is unclear and indecipherable or has been altered.
(IV) The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder roster, or the candidate whose name is entered in the ballot is a non-shareholder, and the verification indicates that the candidate's name and identification card number are not in conformity.
(V) Other words or marks are entered in addition to the candidate's account name (name) or shareholder account number (identification card number) and the number of voting rights allotted.
(VI) Where the name of the candidate entered on the ballot is identical to that of another shareholder, but no shareholder account number or identification card number is provided on the ballot to identify such individual.
(VII) Two or more candidates are listed in one single ballot.
VIII. For the Directors of the Company, the shareholders’ meeting shall elect from candidates with capacity to make judicial acts, and the number of Directors shall be based on the requirements specified in the Company's Articles of Incorporation. The voting rights of Independent Directors and Non-independent Directors shall be counted separately. According to the results of the electronic communication platform and ballots statistical counting, the candidates receiving ballots representing the highest numbers of voting rights shall be elected as Directors or Independent Directors sequentially according to their respective numbers of votes. When two or more candidates receive the same number of votes, thus exceeding the number of seats specified, those candidates receiving the same number of votes shall draw lots to determine the winner, and in the event that any one of such candidates is absent, the chair shall draw lots on behalf of such candidate.
IX. The qualification and election of Independent Directors of the Company shall comply with the provisions of the “Securities and Exchange Act”, “Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies”, “Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies” and relevant regulations of the competent authority.
X. The voting rights shall be calculated on site immediately after the end of the poll, and the results of the list of persons elected as Directors shall be announced by the chair on site.
XI. The Board of Directors of the Company shall issue notifications to the persons elected as Directors.
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XII. Any matters not specified in these regulations shall be handled in accordance with the Company Act, Articles of Incorporation of the Company and relevant laws and regulations.

XIII. These regulations shall be implemented after approval by the shareholders’ meeting, and the same requirements shall be applied to amendments of these regulations.

These regulations were enacted on May 25, 1996. The first amendment was made on May 24, 1997. The second amendment was made on June 17, 2002. The third amendment was made on June 1, 2006. The fourth amendment was made on June 9, 2015. The fifth amendment was made on June 28, 2016. The sixth amendment was made on June 14, 2018.

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AI assistant

TYNTEK — AGM Information 2021

52074_rns_2021-07-12_8dc0a8b4-bd1a-484a-8a7b-9f5947c494e3.pdf

TYNTEK Corporation

2021 Annual General Shareholders’ Meeting

Agenda Handbook

Table of Contents

One. Meeting Procedure

TYNTEK Corporation 2021 Annual Shareholders’ Meeting Procedure

VII. Other Matters

VIII. Extraordinary Motions

Two. Meeting Agenda

TYNTEK Corporation 2021 Annual Shareholders’ Meeting Agenda

Reporting Items

I. 2020 Business Report

V. Report on Repurchase of the Company’s Shares

(VI) Other Report Matters

Ratification Items

Discussion Items

Elections

List of Independent Director Candidates is as following:

Other Discussions

Extraordinary Motions

Adjournment

Three. Attachments

[Attachment 1]

TYNTEK Corporation Business Report

(I) 2020 Annual Business Plan Implementation Outcome

(II) Financial Revenue/Expenditure and Profitability Analysis

R&D status

Future Operational Objectives

Important Production and Sale Policies

Future Development Strategy

【 Attachment 2 】

TYNTEK Corporation

Audit Committee’s Review Report

Submitted to

TYNTEK Corporation

Audit Committee

Independent Audit’s Report

Audit opinion

Basis for audit opinion

Key audit matters

Other Matters

Responsibilities of the management and the governing body for the consolidated financial statements

Auditor's responsibilities for the audit of the consolidated financial statements

TYNTEK Corporation and Its Subsidiaries Consolidated balance sheet

TYNTEK Corporation and Its Subsidiaries Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2020 and 2019

TYNTEK Corporation and Its Subsidiaries

TYNTEK Corporation and Its Subsidiaries

Consolidated Statements of Cash Flows

Independent Auditors' Report (Parent-Only Financial Statements)

To TYNTEK Corporation,

Audit opinion

Basis for audit opinion

Key audit matters

Revenue recognition

Responsibilities of the management and the governing body for the parent-only financial statements

Auditor's responsibilities for the audit of the parent-only financial statements

TYNTEK Corporation

parent-only Balance Sheet

TYNTEK Corporation

parent-only Statement of Comprehensive Income

TYNTEK Corporation

TYNTEK Corporation

parent-only Statement of Cash Flows

(Continued)

TYNTEK Corporation 2020 PROFIT DISTRIBUTION TABLE

Four. Appendices

TYNTEK Corporation

Rules of Procedure for Shareholders’ Meeting

【 Appendix 2 】

TYNTEK Corporation Articles of Incorporation

Chapter 1 General Rules

Chapter 2 Shares

Chapter 3 Shareholders’ Meeting

Chapter 4 Directors

Chapter 5 Managerial Officers

Chapter 6 Accounting

Chapter 7 Supplemental Provisions

TYNTEK AGM Information 2021