WEC - AGM Information 2021 | FinancialReports.eu

==> picture [525 x 27] intentionally omitted <==

Winbond Electronics Corporation Minutes of 2021 Annual General Meeting of Shareholders[1]

(English Translation)

Time and Date: 9:00 a.m., August 12, 2021 (Thursday)

Place: 1st Floor-The Ballroom, No.15, Ln.168, Xingshan Rd., Neihu Dist., Taipei City.

Shares present at the meeting: Shareholders who were present in person or by proxy together held 2,909,131,107shares (including 1,958,548,934 shares present by electronic means), representing 73.09 % of the total number of issued shares of the Company, which is 3,980,000,193 shares.

Chairman: Arthur Yu-Cheng Chiao, the Chairman of the Board of Directors Recorder: Jessica Chiou-Jii Huang

Attendees `：`

Directors ： Mr. Tung-Yi Chan (Vice Chairman), Mr. Allen Hsu (Chairman of the Audit Committee),

Mr. Francis Tsai (Independent Director),
Mr. Yuan-Mou Su (Director Representative of Chin Xin Investment Co., Ltd.)

Others ： Mr. Wen-Yea Shyu and Ms. Ming-Yu Chiu, CPA, Deloitte

Ms. Hsin-Lan Hsu, Attorney-at-Law, Lee and Li

Meeting called:

The total number of issued shares of the Company is 3,980,000,193 shares. As of 9:00 a.m., the number of shares present were 2,909,131,107 shares (including 312,129,704 shares in person, 638,452,469 shares by proxy, and 1,958,548,934 shares by electronic means), which constituted the quorum of shareholders representing at least two-thirds of issued shares of the Company, and therefore the Chairman announced the commencement of the meeting.

Opening Speech of the Chairman ： (omitted )

1 This translation is for reference only. In the event of any discrepancy between the Chinese version and this translation, the Chinese version shall prevail.

Matters to be reported

Business report of fiscal year 2020
Both the business report and the financial statements of fiscal year 2020 are hereby presented (please refer to Attachment 1 for details). Please examine. To be reported by the President.
The Audit Committee's review report on 2020 financial statements
The Audit Committee's review report is hereby presented (please refer to Attachment 3 for details). Please examine.
Report of remuneration of employees and directors for fiscal year 2020 According to the Company's 2020 earnings audited by the certified public accountants, it is proposed to, in accordance with Article 22 of the Company's Articles of Incorporation, allot 1% of the balance to be the remuneration of directors, which is NT$13,915,738 in total, and allot 2% of the balance to be the remuneration of employees, which is NT$27,831,475 in total. The above amounts will all be paid in cash. The aforesaid ratios and amounts for allocation have been approved respectively by the Company's Compensation Committee and Board of Directors.
Report on distribution of cash dividends from the 2020 profits.
Based on the authorization of Article 240 of the Company Act and the Articles of Incorporation of the Company, the Board of Directors meeting held on March 16, 2021 has resolved to issue cash dividends amounting to NT$796,000,039 for fiscal year 2020, at NT$0.2 cash dividend per common share, and rounded to the whole New Taiwan dollar (the part below one New Taiwan dollar will be unconditionally discarded). Any fractional amount less than one New Taiwan dollar will be accounted in the Company's other income. The Chairman of the Board of Directors is authorized to modify the cash dividend per share distributable to shareholders based on the actual number of the outstanding shares in the Company as of the ex-dividend record date if such cash dividend is changed due to changes in the number of the outstanding shares in the Company arising from any event such as a share buyback by the Company.
Other matters to be reported
(1) Report on shareholdings of all directors
- a. According to Article 26 of the Securities and Exchange Act and the Rules and Review Procedures for Share Ownership Ratios of Directors and Supervisors of Public Companies, the minimum combined shareholdings of all directors required should be 95,520,005 shares. The Company has set up an Audit Committee and thus the requirement on the minimum shareholdings of all supervisors is not applicable.
- b. Please refer to Attachment 4 for the shareholding of each director and the shareholdings of all directors as of the record date for determining the shareholders eligible to attend this annul general shareholders meeting.
- c. The aggregate shareholdings of all directors meet the minimum shareholding required by laws and regulations.
(2) During the period for accepting shareholders' proposals, no shareholder submitted any written proposal to the Company for the 2021 annual general shareholders meeting in accordance with Article 172-1 of the Company Act.

Matters to be recognized and discussed

Motion 1 : (proposed by the Board of Directors)

Proposal: The business report and financial statements of fiscal year 2020 are hereby presented. Please acknowledge and recognize the same. Explanation:

Please refer to Attachment 1 for the business report and financial statements of fiscal year 2020.
2 -
The aforementioned financial statements had been approved by the Board of Directors and after audited by the certified public accountants, together with the business report, have been submitted to and reviewed by the Audit Committee.
Resolution: Total number of voting rights present at the time of voting: 2,909,131,107. Yes votes: 2,600,943,315 (including voting via electronic transmission); No votes: 127,512 (including voting via electronic transmission); invalid votes: 0; abstained votes and uncast votes: 308,060,280 (including voting via electronic transmission). This Proposal was passed by a simple majority, with affirmative vote of 89.40% of the voting shares present.

Motion 2 : (proposed by the Board of Directors)

Proposal: The proposal for distribution of 2020 profit of the Company is presented. Please acknowledge and recognize the same.

Explanation:

The Company made a profit of NT$1,304,019,121 after tax for fiscal year 2020. The proposed statement of profit distribution is as follows.
The distribution of cash dividends for common shares has been approved by the resolution of the Board of Directors held on March 16, 2021.

Winbond Electronics Corporation

Statement of Profit Distribution

For the year ended December 31, 2020

	Board of Directors held on March 16, 2021. Winbond Electronics Corporation Statement of Profit Distribution For the year ended December 31, 2020	Board of Directors held on March 16, 2021. Winbond Electronics Corporation Statement of Profit Distribution For the year ended December 31, 2020
	(Unit`：`NT$)
	Items	Total
	Unappropriated Earnings, Beginning of Year	$6,482,225,945
	Plus`：`Net Income of 2020	$1,304,019,121
	Plus`：`Gain on Disposals of investments in equity instruments designated as at fair value through other comprehensive income and the cumulative gain or loss transferred to retained earnings	314,218,920
	Minus`：`Losses on Remeasurement of Defined Benefit Plans	(5,710,939)
	Net Income of 2020 and other adjustments transferred to retained earnings in 2020	1,612,527,102
	Minus`：`10% Legal Reserve Appropriated	(161,252,710)
	Earnings Available for Distribution as of December 31,2020	$7,933,500,337
	Distributable items: Cash Dividends to Common Shareholders (NT$ 0.2 per share) (Note)	(796,000,039)
	Unappropriated Earnings,End of Year	$7,137,500,298

(Note 1: Cash dividends will be calculated and distributed in whole New Taiwan Dollar. Any fractional amount less than one New Taiwan Dollar will be accounted in the Company's other income.) (Note 2: Distribution of the Company's profit or make up its losses for the end of half of 2020: None.)

Chairman: Arthur Yu-Cheng Chiao

Manager: Pei-Ming Chen

Chief Accountant: Chin-Feng Yang

Resolution: Total number of voting rights present at the time of voting: 2,909,131,107. Yes votes: 2,604,544,084 (including voting via electronic transmission); No votes: 3,556,230 (including voting via electronic transmission) ; invalid votes: 0; abstained votes and uncast votes: 301,030,793 (including voting via electronic transmission). This Proposal was passed by a simple majority, with affirmative vote of 89.52% of the voting shares present.

Motion 3 : (proposed by the Board of Directors)

Proposal: It is proposed to amend the Company's Articles of Incorporation. Please review and approve the same.

Explanation:

(1) It is conducted in cooperation with the change of the name of the government authority and the practical needs of the Company.
(2) The major provision that has been amended in the Company's Articles of Incorporation is Article 23, which provides that the Company is not required to pay dividends of less than NT$0.1 per share, in order to facilitate the Company's actual operations.
(3) Please refer to Attachment 5 for the comparison table of the articles proposed to be amended and refer to Appendix 2 for the full text of these procedures after amendment.
Supplementary Note: In line with the Measures for Postponement of Shareholders' Meetings of Public Companies Due to the COVID-19 Pandemic announced by the Financial Supervisory Commission on May 20, 2021, public companies shall cease to hold shareholders' meetings from May 24, 2021 to June 30, 2021. Thus, the 2021 Annual General Shareholders' Meeting of the Company was originally scheduled for June 22, 2021 but was postponed to August 12, 2021 by resolution of the Board of Directors. The date of amendment to the Company's Articles of Incorporation shall be the date on which the general shareholders' meeting is actually held; therefore, the relevant provision of Article 27 of the Company's Articles of Incorporation has been revised to "the thirtieth amendment was made on August 12, 2021. and shall become effective after approval by a resolution of the shareholders meeting. Any subsequent amendments to these Articles of Incorporation shall follow the same procedure."
Resolution: Total number of voting rights present at the time of voting: 2,909,131,107. Yes votes: 2,573,280,032 (including voting via electronic transmission); No votes: 184,471 (including voting via electronic transmission) ; invalid votes: 0; abstained votes and uncast votes: 335,666,604 (including voting via electronic transmission). This Proposal was passed by a simple majority, with affirmative vote of 88.45% of the voting shares present.

Motion 4 : (proposed by the Board of Directors)

Proposal: It is proposed to amend the rules of the Company. Please review and approve the same. Explanation: Amendments to the following rules of the Company are as follows:

(1) Rules Governing the Conduct of Shareholders Meeting
(a) These rules have been amended by reference to the Sample Template for XXX Co., Ltd. Rules of Procedure for Shareholders Meetings prepared by the Taiwan Stock Exchange and relevant laws and regulations.
(b) Please refer to Attachment 6 for the comparison table of the articles proposed to be amended and refer to Appendix 1 for the full text of these procedures after amendment.
(2) Rules Governing Election of Directors
(a) These rules have been amended in accordance with Article 173 of the Company Act as well as practical needs.
(b) Please refer to Attachment 7 for the comparison table of the articles proposed to be amended and the full text of these procedures after amendment.
(3) Procedures for Endorsements and Guarantees
(a)It is conducted in accordance with Item 19 of Article 17 of the Articles of Incorporation of the Company.
(b)It is proposed to increase the limit on the total amount of endorsements and/or guarantees for any single entity specified in Paragraph (2) of Article 3 of the Procedures for Endorsements and Guarantees based on the Company's operational needs.
(c)Please refer to Attachment 8 for the comparison table of amended articles and the full text of said procedures.
4 -
Resolution: Total number of voting rights present at the time of voting: 2,909,131,107. Yes votes: 2,299,385,248 (including voting via electronic transmission); No votes: 268,192,204 (including voting via electronic transmission) ; invalid votes: 0; abstained votes and uncast votes: 341,553,655 (including voting via electronic transmission). This Proposal was passed by a simple majority, with affirmative vote of 79.04% of the voting shares present.

Motion 5 : (proposed by the Board of Directors)

Proposal: It is proposed to release the directors of the Company from non-competition restrictions. Please review and approve the same.

Explanation:

It is conducted in accordance with Paragraph 1 of Article 209 of the Company Act.
Please refer to Attachment 9 for the items of competitive conduct of the directors of the Company who act as directors or managers in other companies which engage in the same businesses as those of the Company.
It is proposed to release the non-competition restriction on the directors or manager who conduct activities that fall within the Company's business scope and to waive the Company's right to request disgorgement of the profits gained by such directors from the date of acting as directors or managers of other companies in the same business.

Resolution:

(5-A)Total number of voting rights present at the time of voting: 2,606,655,040 after deducting 63,472,995 voting shares held by shareholder Arthur Yu-Cheng Chiao and 239,003,072 voting shares held by shareholder Chin-Xin Investment Co., Ltd voluntarily abstained from voting. Yes votes: 2,265,185,380 (including voting via electronic transmission); No votes: 627,222 (including voting via electronic transmission) ; invalid votes: 0; abstain votes and uncast votes: 340,842,438 (including voting via electronic transmission). This Proposal was passed by a simple majority, with affirmative vote of 86.90% of the voting shares present.
(5-B)Total number of voting rights present at the time of voting: 2,908,572,107 after deducting 559,000 voting shares held by shareholder Tung-Yi Chan who voluntarily abstained from voting. Yes votes: 2,567,640,561 (including voting via electronic transmission); No votes 631,695 (including voting via electronic transmission) ; invalid votes: 0; abstain votes and uncast votes: 340,299,851 (including voting via electronic transmission). This Proposal was passed by a simple majority, with affirmative vote of 88.27% of the voting shares present.
(5-C) Mr. Jerry Hsu did not own any shares in the Company and thus is not required to abstain from voting. Total number of voting rights present at the time of voting: 2,909,131,107. Yes votes: 2,567,646,463 (including voting via electronic transmission); No votes: 626,575 (including voting via electronic transmission) ; invalid votes: 0; abstain votes and uncast votes: 340,858,069 (including voting via electronic transmission). This Proposal was passed by a simple majority, with affirmative vote of 88.26% of the voting shares present.
(5-D)Total number of voting rights present at the time of voting: 2,669,380,756 after deducting 747,279 voting shares held by shareholder Yuan-Mou Su and 239,003,072 voting shares held by shareholder Chin-Xin Investment Co., Ltd voluntarily abstained from voting. Yes votes: 2,328,636,299 (including voting via electronic transmission); No votes: 638,867 (including voting via electronic transmission) ; invalid votes: 0; abstain votes and uncast votes: 340,105,590 (including voting via electronic transmission). This Proposal was passed by a simple majority, with affirmative vote of 87.23% of the voting shares present.
(5-E) Ms. Wei-Hsin Ma did not own any shares in the Company and thus is not required to abstain from voting. Total number of voting rights present at the time of voting: 2,909,131,107. Yes votes: 2,567,634,609 (including voting via electronic transmission); No votes: 653,933 (including voting via electronic transmission) ; invalid votes: 0; abstain votes and uncast votes: 340,842,565 (including voting via electronic transmission). This Proposal was passed by a simple majority, with affirmative vote of 88.26% of the voting shares present.
5 -

Other Extemporary Matters and Motions: None.

Meeting Adjourned. (10:01 a.m.).

(The video recording of this shareholder’s annual general meeting concerning detailed contents, procedures, and shareholder statements will prevail in the event of any discrepancy.)

Attachment

Attachment 1

Winbond Electronics Corporation 2020 Business Report

Year 2020 was marked by both opportunities and challenges for Winbond. The semiconductor industry was faced with the impact of COVID-19 on global economy and the uncertainties brought by U.S.-China relations. Winbond, however, was able to grasp the opportunities emerging from changes in consumer behavior, results of widespread working & learning from home and the stay-at-home economy. This was thanks to the strength of flexible capacity allocation as well as high-quality, diverse product combinations. The acquisition of a new business by a subsidiary, Nuvoton Technology Corp., also helped to expand overall operations of the Company. As a result, Winbond's consolidated revenue in 2020 hit a record high.

Financial Performance

In 2020, our consolidated revenue amounted to NT$60,683 million, an increase of 24.42% in comparison with 2019, mainly attributed to the acquisition of a new business. Memory and logic products made up respectively 66% and 34% of consolidated revenue. The consolidated gross margin was 28% and the operating margin was 2.7%. The Company recorded NT$1.5 billion in consolidated net income (NT$1.3 billion were attributed to the parent company), up 2.8% from 2019, while earnings per share were NT$0.33.

Market and Product Applications

Winbond has been focusing on the process technology, product design, and manufacture in the areas of code storage flash and specialty DRAM. Both product lines are the twin engines that have been supporting stable operations of the Company. In 2020, the revenue of our code storage flash and specialty DRAM products accounted for 57% and 43% of memory revenue, respectively. Both revenue and shipment of code storage flash products hit record highs in 2020.

Our NOR flash products offer high performance, compact packaging, high reliability, unique security features, and diversified design for applications. According to a market survey report, our NOR flash products have the largest market share. With respect to specialty DRAM products, we provide total products in low to medium density and services to a wide spectrum of clients. We are currently the world's top 5 own-brand DRAM supplier, successfully positioned ourselves in the specialty memory market with stable supply.

In terms of application, our products are evenly distributed among the 4C applications and we continue to optimize our product mix. The weight of communications products as a percentage of memory revenue jumped to 33% in 2020, thanks to the booming of work-from-home and online education markets driven by the COVID-19 pandemic, while consumer products decreased slightly to 27% of memory revenue. The revenue of computer and peripheral products, on the other hand, stayed even at 21%. With respect to our high-end and high quality products for automotive and industrial applications, while the demands for industrial applications were stable, the products shipment for automotive applications slowed down in the first half of the year. As a result, the combined revenue of these two products lines slipped to 19% compared with the previous year. As automotive market demands rebounded in Q4 2020, we expect to see strong growth momentum in the future.

Corporate Development

Nuvoton Technology Co., a subsidiary of Winbond, completed acquisition of Panasonic Semiconductor Solutions Co., Ltd., the semiconductor business of Panasonic Corporation, in September 2020, and renamed the business as Nuvoton Technology Corporation Japan (NTCJ). NTCJ is dedicated to cultivating the markets of AI visual sensors, battery management, motor control, smart home, and IoT security technology. Through this acquisition, Nuvoton not only obtained R&D talents and system application knowhow, but also acquired sensor, microcontroller, and semiconductor component technologies. Nuvoton also expects to expand the product lines of the Winbond Group and realize the vision of "providing sustainable semiconductors to enrich human life".

While Winbond vigorously builds a global sales and service network, our subsidiary in Germany began operation in Q4 2020. The establishment of a subsidiary in Germany enables us to better serve the needs of customers and gradually strengthen the relationship with local partners as we strive to expand operations in the European market.

Capacity Planning

Winbond embraces Industry 4.0 by continuously optimizing the capacity and processes of 12-inch wafer fab at Central Taiwan Science Park (CTSP). By leveraging our hardware advantages and software value, the capacity of the CTSP fab was increased from 54,000 wafers per month to 57,000 wafers per month by the end of 2020. We also set up a Digital Transformation Committee in 2020 to continue the efforts in achieving the goal of smart manufacturing. With respect to hardware, we combine IoT and sensing technology to construct a highly-customized and intelligent production mode for the manufacture of a small quantity and large variety of products. In terms of software, we combine cloud computing and Big Data analytics, and make use of AI tools to enhance the manufacturing and service processes, and achieve input and output optimization as we aspire to become a long-term trusted partner of our clients.

Product Innovation and Technology Development

We endeavor to improve the cybersecurity features of flash memory products and unveiled the W77Q TrustME® Secure Flash memory in 2020. This innovative product is pin-to-pin compatible with existing NOR flash products and allows drop-in replacement to instantly enhance the security of electronic devices. The W77Q series protects source code and data storage with external Secure Flash. Independent third-party security certification and guidelines enhance the product's reliability and expandability so that it meets the requirements for information security integration.

For DRAM, we have developed a series of HyperRAM™ products with low pin count, compact packaging, and superior energy saving features that deliver the best solution for IoT, smartphones, smart watches, and wearable electronic devices. Winbond's 1Gb LPDDR3 DRAM comes with the unique functions of deep power down and clock stop, which, in perfect combination with low power and high data bandwidth, bring dual benefits of space and energy efficiency. Our LPDDR3 has been used in many edge AI products and demonstrated impressive performance.

In the aspect of technology development, the yield of our 25nm DRAM process has improved significantly in mass production in 2020. The development of the next-generation D25s process is also on schedule, and is expected to enter volume production in 2021. It will set a solid foundation for Winbond's long-term growth and development. With regard to flash processes, we continue to develop the 45nm NOR flash process in response to future market demand for high density memory. We hope to continuously advance the technological competitiveness of both Winbond and clients through our strong core technology and value-added products.

Honors and Awards

Winbond received multiple awards for product innovation and sustainable development in 2020. In the aspect of product innovation, Winbond's W77Q Secure Flash memory was selected as a winner of the ASPENCORE World Electronics Achievement Awards 2020, receiving the "Outstanding Product Performance of the Year" award in the Memory category for its design that supports secure storage, secure boot, root-of-trust, and system recovery.

In terms of sustainable development, Winbond commits to decent corporate governance and environmental sustainability. In 2020, Winbond won the "Corporate Sustainability Report Platinum Award" and "Taiwan Top 50 Corporate Sustainability Award" in the Taiwan Corporate Sustainability Awards (TCSA) 2020, in recognition of Winbond's leadership and positive influence in corporate social responsibility and sustainable development matters.

Future Outlook

Facing a wide range of challenges brought by global economic uncertainties, the constantly evolving tech industry, and the ongoing pandemic, we will continue to innovate and strength core competitiveness of our products, as well as endeavor to implement digital transformation to optimize operations, enhance our information security framework to address cyber risks, integrate group resources to achieve operating synergy, and maintain long-term growth momentum.

Looking into the future, the semiconductor and memory markets are expected to grow further as 5G infrastructures are gradually built; the technologies for cloud service, IoT, AI and autonomous driving are becoming prevalent and mature; and industries related to the “contactless economy” are on the rise. Winbond will stay abreast of the rhythm and trends of emerging industries and grasp growth opportunities while continuing the efforts to reduce resource consumption in products' life cycles to exert a positive influence on the development of the environment, society and economy.

Chairman: Arthur Yu-Cheng Chiao President: Pei-Ming Chen Chief Accountant: Chin-Feng Yang

WINBOND ELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Current financial assets at fair value through profit or loss (Notes 4 and 7) Current financial assets at fair value through other comprehensive income (Notes 4 and 8) Notes and accounts receivable, net (Notes 4 and 9) Accounts receivable due from related parties, net (Note 30) Other receivables (Note 10) Inventories (Notes 4 and 11) Other current assets Total current assets NON-CURRENT ASSETS Non-current financial assets at fair value through other comprehensive income (Notes 4 and 8) Investments accounted for using equity method (Notes 4 and 12) Property, plant and equipment (Notes 4 and 13) Right-of-use assets (Notes 4 and 14) Investment properties (Notes 4 and 15) Intangible assets (Notes 4 and 16) Deferred income tax assets (Notes 4 and 24) Other non-current assets (Note 6) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 17) Current financial liabilities at fair value through profit or loss (Notes 4 and 7) Notes and accounts payable Accounts payable to related parties (Note 30) Payables on machinery and equipment Other payables Current tax liabilities (Notes 4 and 24) Provisions - current (Notes 4 and 19) Lease liabilities - current (Notes 4 and 14) Long-term borrowings - current portion (Note 17) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Notes 4 and 18) Long-term borrowings (Notes 17 and 26) Provisions - non-current (Notes 4 and 19) Lease liabilities - non-current (Notes 4 and 14) Net defined benefit liabilities, non-current (Notes 4 and 20) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT (Notes 4 and 21) Share capital Capital surplus Retained earnings Legal reserve Unappropriated earnings Exchange differences on translation of foreign financial statements Unrealized gains on financial assets measured at fair value through other comprehensive income Total equity attributable to owners of the parent NON-CONTROLLING INTERESTS Total equity TOTAL		2020 Amount % $ 11,744,306 9 51,603 - 8,837,227 7 9,707,378 8 77,760 - 1,973,584 2 14,141,414 11 997,529 1 47,530,801 38 2,239,987 2 6,241,789 5 61,452,516 49 3,200,332 2 2,466,667 2 891,380 - 908,560 1 1,111,208 1 78,512,439 62 $ 126,043,240 100 $ 1,821,210 2 3,191 - 6,571,429 5 1,666,003 1 2,123,189 2 6,139,723 5 310,810 - 928,719 1 388,401 - 5,000,000 4 522,331 - 25,475,006 20 11,151,668 9 9,381,845 7 3,293,313 3 3,119,221 3 2,722,544 2 306,956 - 29,975,547 24 55,450,553 44 39,800,002 32 7,770,865 6 1,913,317 2 8,094,753 6 (271,328) - 8,141,510 6 65,449,119 52 5,143,568 4 70,592,687 56 $ 126,043,240 100		2019
				Amount % $ 11,467,907 11 75,462 - 7,225,588 7 6,085,003 6 45,903 - 750,720 1 10,332,143 10 1,574,560 1 37,557,286 36 1,501,756 2 4,548,939 4 56,977,114 54 2,298,393 2 44,207 - 407,722 - 923,902 1 545,581 1 67,247,614 64 $ 104,804,900 100 $ 1,000,000 1 - - 4,786,251 5 911,529 1 3,013,266 3 3,125,368 3 198,242 - - - 186,556 - 4,123,520 4 170,736 - 17,515,468 17 9,931,746 10 9,730,473 9 276,873 - 2,096,115 2 1,251,869 1 145,169 - 23,432,245 22 40,947,713 39 39,800,002 38 7,536,396 7 1,798,091 2 6,995,451 6 (119,246) - 5,009,928 5 61,020,622 58 2,836,565 3 63,857,187 61 $ 104,804,900 100

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

10 -

WINBOND ELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Note 22) OPERATING COSTS (Note 11) GROSS PROFIT OPERATING EXPENSES Selling expenses General and administrative expenses Research and development expenses Expected credit (gain) loss (Note 9) Total operating expenses INCOME FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income Dividend income (Note 8) Gain on bargain purchase (Note 27) Other income (Note 14) Share of profit of associates Gains (losses) on disposal of property, plant and equipment Gains (losses) on disposal of non-current held for sale assets Gains (losses) on financial instruments at fair value through profit or loss Interest expense Other expenses Gains (losses) on disposal of investments Gains (losses) on foreign exchange (Note 34) Impairment loss on intangible assets (Note 16) Total non-operating income and expenses INCOME BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 24) NET INCOME		2020 Amount % $ 60,683,171 100 43,643,035 72 17,040,136 28 1,598,624 3 3,170,173 5 10,506,230 17 137,818 - 15,412,845 25 1,627,291 3 47,015 - 227,534 - 218,968 - 254,482 - 62,556 - 44,334 - 27,674 - 110,312 - (296,470) - (251,686) - (16,146) - (130,651) - (112,805) - 185,117 - 1,812,408 3 293,365 - 1,519,043 3		2019
				Amount % $ 48,771,434 100 35,857,582 73 12,913,852 27 1,408,662 3 2,123,292 4 8,132,031 17 (5,342) - 11,658,643 24 1,255,209 3 95,203 - 531,803 1 - - 49,788 - 241,034 - (1,039) - - - 64,016 - (218,980) - (126,983) - - - (137,534) - - - 497,308 1 1,752,517 4 275,230 1 1,477,287 3 (Continued)

11 -

WINBOND ELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS) Components of other comprehensive income (loss) that will not be reclassified to profit or loss: Gains (losses) on remeasurement of defined benefit plans (Note 20) Unrealized gains (losses) from investments in equity instruments at fair value through other comprehensive income Share of other comprehensive income (loss) of associates accounted for using the equity method Components of other comprehensive income (loss) that will be reclassified to profit or loss: Exchange differences on translation of foreign financial statements Other comprehensive income (loss) TOTAL COMPREHENSIVE INCOME NET INCOME ATTRIBUTABLE TO: Owners of the parent Non-controlling interests TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the parent Non-controlling interests EARNINGS PER SHARE (Note 25) Basic Diluted		2020 Amount % $ (18,697) - 1,819,583 3 1,692,465 3 (202,100) (1) 3,291,251 5 $ 4,810,294 8 $ 1,304,019 2 215,024 - $ 1,519,043 2 $ 4,592,028 8 218,266 - $ 4,810,294 8 $ 0.33 $ 0.33		2019
				Amount % $ (135,829) - 724,814 1 777,428 2 (71,657) - 1,294,756 3 $ 2,772,043 6 $ 1,256,387 3 220,900 - $ 1,477,287 3 $ 2,560,295 5 211,748 1 $ 2,772,043 6 $ 0.32 $ 0.32

		$		$
		$		$
		$		$
		$		$
		$		$

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

(Concluded)

12 -

WINBOND ELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2019 Appropriation of 2018 earnings Legal reserve appropriated Cash dividends Total appropriations Net profit for the year ended December 31, 2019 Other comprehensive income (loss) for the year ended December 31, 2019 Total comprehensive income (loss) for the year ended December 31, 2019 Changes in ownership interests in subsidiaries Disposal of investments in equity instruments designated as at fair value through other comprehensive income Changes in non-controlling interests BALANCE AT DECEMBER 31, 2019 Appropriation of 2019 earnings Legal reserve appropriated Cash dividends Total appropriations Net profit for the year ended December 31, 2020 Other comprehensive income (loss) for the year ended December 31, 2020 Total comprehensive income (loss) for the year ended December 31, 2020 Changes in ownership interests in subsidiaries Disposal of investments in equity instruments designated as at fair value through other comprehensive income Changes in non-controlling interests BALANCE AT DECEMBER 31, 2020		Equity Attributable to	Owners of the Parent	Total Non-controlling Interests $ 62,444,371 $ 1,446,726 - - (3,980,000) - (3,980,000) - 1,256,387 220,900 1,303,908 (9,152) 2,560,295 211,748 (4,044) - - - - 1,178,091 61,020,622 2,836,565 - - (398,000) - (398,000) - 1,304,019 215,024 3,288,009 3,242 4,592,028 218,266 234,469 - - - - 2,088,737 $ 65,449,119 $ 5,143,568	Total Equity $ 63,891,097 - (3,980,000) (3,980,000) 1,477,287 1,294,756 2,772,043 (4,044) - 1,178,091 63,857,187 - (398,000) (398,000) 1,519,043 3,291,251 4,810,294 234,469 - 2,088,737 $ 70,592,687
	Share Capital Capital Surplus $ 39,800,002 $ 7,540,440 - - - - - - - - - - - - - (4,044) - - - - 39,800,002 7,536,396 - - - - - - - - - - - - - 234,469 - - - - $ 39,800,002 $ 7,770,865	Retained Earnings Legal Reserve Unappropriated Earnings $ 1,053,441 $ 10,567,845 744,650 (744,650) - (3,980,000) 744,650 (4,724,650) - 1,256,387 - (115,561) - 1,140,826 - - - 11,430 - - 1,798,091 6,995,451 115,226 (115,226) - (398,000) 115,226 (513,226) - 1,304,019 - (5,710) - 1,298,309 - - - 314,219 - - $ 1,913,317 $ 8,094,753	Other Equity Exchange Differences on Translation of Unrealized Gains (Losses) on Financial Assets Measured at Fair Value Through Other Foreign Financial Statements Comprehensive Income $ (50,780) $ 3,533,423 - - - - - - - - (68,466) 1,487,935 (68,466) 1,487,935 - - - (11,430) - - (119,246) 5,009,928 - - - - - - - - (152,082) 3,445,801 (152,082) 3,445,801 - - - (314,219) - - $ (271,328) $ 8,141,510

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

13 -

WINBOND ELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expense Amortization expense Expected credit (gain) loss recognized on accounts receivable (Reversal of) provision for declines in market value, obsolescence and scraps of inventories Net (gains) losses on financial assets and liabilities at fair value through profit or loss Interest expense Interest income Dividend income Gain on bargain purchase Share of (profit) loss of associates (Gains) losses on disposal of property, plant and equipment (Gains) losses on disposal of non-current held for sale assets (Gains) losses on disposal of investments (Reversal of) impairment loss on intangible assets Compensation costs of employee share options (Gains) losses on other items Changes in operating assets and liabilities (Increase) decrease in notes and accounts receivable (Increase) decrease in accounts receivable due from related parties (Increase) decrease in other receivables (Increase) decrease in inventories (Increase) decrease in other current assets (Increase) decrease in other non-current assets Increase (decrease) in notes and accounts payable Increase (decrease) in accounts payable to related parties Increase (decrease) in other payables Increase (decrease) in other current liabilities Increase (decrease) in other non-current liabilities Cash flows from (used in) operations Interest received Dividends received Interest paid Income taxes paid Net cash flows generated by (used in) operating activities	2020 $ 1,812,408 9,240,589 222,008 137,818 (117,786) 27,474 296,470 (47,015) (227,534) (218,968) (62,556) (44,334) (27,674) 16,146 112,805 62,240 (5) (512,580) (5,651) 629,244 921,616 277,230 (562,899) (33,869) (775,789) (73,968) 293,960 10,063 11,349,443 52,120 318,955 (443,367) (159,264) 11,117,887	2019 $ 1,752,517 8,666,391 111,440 (5,342) 1,146,371 (67,172) 218,980 (95,203) (531,803) - (241,034) 1,039 - - - 49,920 (679) 391,215 (1,606) (345,490) (570,408) 68,173 (118,045) 471,003 281,848 (695,784) 28,192 (44,489) 10,470,034 94,164 586,655 (348,667) (226,290) 10,575,896 (Continued)

14 -

WINBOND ELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial asset at fair value through other comprehensive income Proceeds from disposal of financial asset at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Acquisition of investments accounted for using the equity method Net cash flow from acquisition of subsidiaries (Note 27) Proceeds from disposal of non-current held for sale assets Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Proceeds from disposal of intangible assets Acquisition of right-of-use assets Net cash flows generated by (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term borrowings Proceeds from issuing bonds Proceeds from long-term borrowings Repayments of long-term borrowings Cash dividends paid Change in non-controlling interests Repayments of lease liabilities Other financing activities Net cash flows generated by (used in) financing activities EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2020 $ (719,218) 1,074,374 14,119 (29,250) (6,928,207) 542,845 (8,356,007) 70,027 (506,222) 735 (6,971) (14,843,775) 821,210 1,998,428 6,600,000 (6,047,040) (398,000) 1,456,227 (278,553) - 4,152,272 (149,985) 276,399 11,467,907 $ 11,744,306	2019 $ (992,439) 106,799 4,000 - (127,514) - (13,431,076) 1,967 (197,990) - - (14,636,253) 1,000,000 - 10,350,000 (5,123,520) (3,980,000) 1,124,126 (202,489) (135,000) 3,033,117 (64,484) (1,091,724) 12,559,631 $ 11,467,907

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

(Concluded)

15 -

WINBOND ELECTRONICS CORPORATION

BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Current financial assets at fair value through profit or loss (Notes 4 and 7) Current financial assets at fair value through other comprehensive income (Notes 4 and 8) Notes and accounts receivable, net (Notes 4 and 9) Accounts receivable due from related parties, net (Note 27) Other receivables Inventories (Notes 4 and 10) Other current assets Total current assets NON-CURRENT ASSETS Non-current financial assets at fair value through other comprehensive income (Notes 4 and 8) Investments accounted for using equity method (Notes 4 and 11) Property, plant and equipment (Notes 4 and 12) Right-of-use assets (Notes 4 and 13) Investment properties (Notes 4 and 14) Intangible assets (Notes 4 and 15) Deferred income tax assets (Notes 4 and 21) Other non-current assets (Note 6) Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 16) Notes payable Accounts payable Accounts payable to related parties (Note 27) Payables on machinery and equipment Other payables Current tax liabilities (Note 21) Lease liabilities - current (Notes 4 and 13) Long-term borrowings - current portion (Note 16) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Notes 4 and 17) Long-term borrowings (Notes 16 and 23) Lease liabilities - non-current (Notes 4 and 13) Net defined benefit liabilities, non-current (Notes 4 and 18) Other non-current liabilities Total non-current liabilities Total liabilities EQUITY (Note 19) Share capital Capital surplus Retained earnings Legal reserve Unappropriated earnings Exchange differences on translation of foreign financial statements Unrealized gains on financial assets measured at fair value through other comprehensive income Total equity TOTAL		2020 Amount % $ 4,818,337 5 38,380 - 8,802,794 9 3,828,445 4 1,077,501 1 248,394 - 7,919,624 8 725,566 - 27,459,041 27 18,077 - 15,303,118 15 54,399,180 55 1,650,011 2 292,195 - 57,563 - 518,000 1 356,115 - 72,594,259 73 $ 100,053,300 100 $ - - 185,729 - 3,362,133 4 877,960 1 2,066,672 2 2,350,134 2 - - 78,038 - 5,000,000 5 71,353 - 13,992,019 14 9,943,848 10 7,881,845 8 1,604,911 2 929,544 1 252,014 - 20,612,162 21 34,604,181 35 39,800,002 40 7,770,865 8 1,913,317 2 8,094,753 8 (271,328) (1) 8,141,510 8 65,449,119 65 $ 100,053,300 100		2019
				Amount % $ 5,424,966 6 69,425 - 7,173,101 7 2,940,289 3 1,477,313 2 221,601 - 8,750,071 9 1,413,779 1 27,470,545 28 17,476 - 11,931,184 12 55,691,405 57 1,716,292 2 295,251 - 123,949 - 652,000 1 350,829 - 70,778,386 72 $ 98,248,931 100 $ 1,000,000 1 181,352 - 3,488,513 4 911,529 1 2,919,647 3 2,410,968 3 86,193 - 74,527 - 4,123,520 4 71,350 - 15,267,599 16 9,931,746 10 9,230,473 9 1,660,704 2 952,775 1 185,012 - 21,960,710 22 37,228,309 38 39,800,002 40 7,536,396 8 1,798,091 2 6,995,451 7 (119,246) - 5,009,928 5 61,020,622 62 $ 98,248,931 100

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

16 -

WINBOND ELECTRONICS CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE OPERATING COSTS (Note 10) GROSS PROFIT OPERATING EXPENSES Selling expenses General and administrative expenses Research and development expenses Expected credit (gain) loss (Note 9) Total operating expenses INCOME FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Interest income Dividend income Other income Gains (losses) on disposal of property, plant and equipment Gains (losses) on disposal of non-current held for sale assets Gains (losses) on financial instruments at fair value through profit or loss Share of profit of subsidiaries and associates (Note 11) Interest expense Other expenses Gains (losses) on disposal of investments Gains (losses) on foreign exchange (Note 30) Impairment loss on intangible assets (Note 15) Total non-operating income and expenses INCOME BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 21) NET INCOME		2020 Amount % $ 39,649,875 100 30,842,706 78 8,807,169 22 866,694 2 1,468,085 4 5,363,963 13 17,844 - 7,716,586 19 1,090,583 3 16,536 - 159,788 - 75,600 - 6,097 - 27,674 - 76,346 - 550,764 1 (224,749) (1) (163,775) - (16,146) - (136,087) - (112,805) - 259,243 - 1,349,826 3 45,807 - 1,304,019 3		2019
				Amount % $ 37,884,848 100 29,645,436 78 8,239,412 22 930,591 2 1,407,488 4 5,539,492 15 (18,000) - 7,859,571 21 379,841 1 56,775 - 461,274 1 42,671 - (903) - - - 64,269 - 808,579 2 (204,095) (1) (117,052) - - - (131,507) - - - 980,011 2 1,359,852 3 103,465 - 1,256,387 3 (Continued)

17 -

WINBOND ELECTRONICS CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS) Components of other comprehensive income (loss) that will not be reclassified to profit or loss: Gains (losses) on remeasurement of defined benefit plans (Note 18) Unrealized gains from investments in equity instruments measured at fair value through other comprehensive loss Share of other comprehensive income of subsidiaries and associates accounted for using equity method Components of other comprehensive income (loss) that will be reclassified to profit or loss: Exchange differences on translation of foreign financial statements Share of other comprehensive income (loss) of subsidiaries and associates accounted for using equity method Other comprehensive income (loss) TOTAL COMPREHENSIVE INCOME EARNINGS PER SHARE (Note 22) Basic Diluted		2020 Amount % $ 10,891 - 1,608,878 4 1,820,322 5 (30,052) - (122,030) - 3,288,009 9 $ 4,592,028 12 $ 0.33 $ 0.33		2019
				Amount % $ (74,024) - 700,754 2 745,644 2 (10,985) - (57,481) - 1,303,908 4 $ 2,560,295 7 $ 0.32 $ 0.32

		$		$

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

(Concluded)

18 -

WINBOND ELECTRONICS CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

Share Capital Capital Surplus BALANCE AT JANUARY 1, 2019 $ 39,800,002 $ 7,540,440 Appropriation of 2018 earnings Legal reserve appropriated - - Cash dividends - - Total appropriations - - Net profit for the year ended December 31, 2019 - - Other comprehensive income (loss) for the year ended December 31, 2019 - - Total comprehensive income (loss) for the year ended December 31, 2019 - - Changes in ownership interest in subsidiaries - (4,044) Disposal of investments in equity instruments designated at fair value through other comprehensive income - - BALANCE AT DECEMBER 31, 2019 39,800,002 7,536,396 Appropriation of 2019 earnings Legal reserve appropriated - - Cash dividends - - Total appropriations - - Net profit for the year ended December 31, 2020 - - Other comprehensive income (loss) for the year ended December 31, 2020 - - Total comprehensive income (loss) for the year ended December 31, 2020 - - Changes in ownership interest in subsidiaries - 234,469 Disposal of investments in equity instruments designated at fair value through other comprehensive income - - BALANCE AT DECEMBER 31, 2020 $ 39,800,002 $ 7,770,865	Retained Earnings Legal Reserve Unappropriated Earnings $ 1,053,441 $ 10,567,845 744,650 (744,650) - (3,980,000) 744,650 (4,724,650) - 1,256,387 - (115,561) - 1,140,826 - - - 11,430 1,798,091 6,995,451 115,226 (115,226) - (398,000) 115,226 (513,226) - 1,304,019 - (5,710) - 1,298,309 - - - 314,219 $ 1,913,317 $ 8,094,753	Other Equity Exchange Differences on Translation of Unrealized Gains (Losses) on Financial Assets Measured at Fair Value Through Other Unrealized Gains (Losses) on Foreign Financial Statements Comprehensive Income Available-for-sale Financial Assets $ (50,780) $ 3,533,423 $ - - - - - - - - - - - - - (68,466) 1,487,935 - (68,466) 1,487,935 - - - - - (11,430) - (119,246) 5,009,928 - - - - - - - - - - - - - (152,082) 3,445,801 - (152,082) 3,445,801 - - - - - (314,219) - $ (271,328) $ 8,141,510 $ -	Total Equity $ 62,444,371 - (3,980,000) (3,980,000) 1,256,387 1,303,908 2,560,295 (4,044) - 61,020,622 - (398,000) (398,000) 1,304,019 3,288,009 4,592,028 234,469 - $ 65,449,119

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

19 -

WINBOND ELECTRONICS CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expense Amortization expense Expected credit (gain) loss recognized on accounts receivable (Reversal of) provision for declines in market value, obsolescence and scraps of inventories Net (gains) losses on financial assets and liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of profit of subsidiaries and associates (Gains) losses on disposal of investments (Gains) losses on disposal of property, plant and equipment (Gains) losses on disposal of non-current held for sale assets (Reversal of) impairment loss on intangible assets Unrealized profit (loss) on the transactions with subsidiaries (Gains) losses on other items Changes in operating assets and liabilities (Increase) decrease in notes and accounts receivable (Increase) decrease in accounts receivable due from related parties (Increase) decrease in other receivables (Increase) decrease in inventories (Increase) decrease in other current assets (Increase) decrease in other non-current assets Increase (decrease) in notes payable Increase (decrease) in accounts payable Increase (decrease) in accounts payable to related parties Increase (decrease) in other payables Increase (decrease) in other current liabilities Increase (decrease) in other non-current liabilities Cash generated from (used in) operations Interest received Dividends received Interest paid Income taxes paid Net cash flows generated by (used in) operating activities	2020 $ 1,349,826 8,593,723 51,065 17,844 (56,957) 31,044 224,749 (16,536) (159,788) (550,764) 16,146 (6,097) (27,674) 112,805 5,754 (1) (906,000) 399,812 (23,330) 887,405 173,042 (7,195) 4,377 (126,380) (33,569) (60,900) 3 (14,967) 9,877,437 16,464 467,410 (388,527) (1,391) 9,971,393	2019 $ 1,359,852 8,328,952 30,120 (18,000) 1,087,821 (61,898) 204,095 (56,775) (461,274) (808,579) - 903 - - (14,010) (669) 995,957 (198,643) (10,826) (507,246) 40,542 (122,838) (26,042) 257,472 281,744 (689,328) 14,421 17,296 9,643,047 62,000 832,677 (335,849) (70,855) 10,131,020

20 -

WINBOND ELECTRONICS CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of investments accounted for using the equity method Proceeds from capital reduction of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Acquisition of right-of-use assets Acquisition of investment properties Proceeds from disposal of non-current held for sale assets Net cash inflows from business combination Net cash flows generated by (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Cash dividends paid Repayments of lease liabilities Other financing activities Net cash flows generated by (used in) financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2020 $ (457,202) 435,785 (1,471,822) 233,640 (7,885,047) 23,143 (62,764) (6,971) (5,754) 542,845 - (8,654,147) (1,000,000) 3,800,000 (4,247,040) (398,000) (78,835) - (1,923,875) (606,629) 5,424,966 $ 4,818,337	2019 $ (291,398) - (2,451,142) 284,436 (13,158,790) 495 (29,423) - - - 26,375 (15,619,447) 1,000,000 9,850,000 (5,123,520) (3,980,000) (82,612) (135,000) 1,528,868 (3,959,559) 9,384,525 $ 5,424,966

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

(Concluded)

21 -

Attachment 2

==> picture [475 x 147] intentionally omitted <==

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Winbond Electronics Corporation

Opinion

We have audited the accompanying consolidated financial statements of Winbond Electronics Corporation (the “Company”) and its subsidiaries (collectively referred as the “Group”), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, 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 its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and 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 of the Republic of China.

Basis for Opinion

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

Key Audit Matters

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

22 -

Occurrence of Sales Revenues

There is a significant risk on revenue recognition, and customers’ line of credit and delivery of products are highly correlated to recognition of sales revenue. We therefore considered that the occurrence of sales revenue from the ten largest customers with changes in credit limits and temporary increase in credit limits in 2020 as a key audit matter for the year ended December 31, 2020. Refer to Note 4 to the consolidated financial statements for the Group’s revenue recognition policies.

Our audit procedures in response to the validity of sales revenue included understanding the design and the implementation of internal control of sales revenue and selecting samples of revenue items to verify that revenue transactions have indeed occurred.

Business Combination

As mentioned in Note 27, Nuvoton Technology Corporation acquired the semiconductor business of Panasonic Corporation. Because this business combination is a significant transaction in 2020 and the decision made by the management about complicated calculations of transferred consideration and the fair value of underlying assets and the reasonableness of the purchase price allocation, we considered the combination transaction as a key audit matter for the year ended December 31, 2020.

Our audit procedures in response to the business combination transaction as follows:

Review the meeting minutes of the board of director to confirm the business combination proposal has been properly assessed and approved.
Review the payment voucher of NTC to confirm whether it is consistent with the contract’s content.
Review and assesse the reasonableness of the purchase price allocation report, issued by experts entrusted by NTC due to the business combination, and the accounting treatment on the acquisition date.

Other Matter

We have also audited the stand alone financial statements of the Company for the years ended December 31, 2020 and 2019 on which we have issued an unmodified opinion.

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

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

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

23 -

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

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

24 -

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Wen-Yea Shyu and Hung-Bin Yu.

==> picture [353 x 69] intentionally omitted <==

Deloitte & Touche Taipei, Taiwan Republic of China February 18, 2021

Notice to Readers

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

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

25 -

==> picture [475 x 147] intentionally omitted <==

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Winbond Electronics Corporation

Opinion

We have audited the accompanying financial statements of Winbond Electronics Corporation (the “Company”), which comprise the balance sheets as of December 31, 2020 and 2019, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

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

Basis for Opinion

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

Key Audit Matters

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

Occurrence of Sales Revenues

There is a significant risk on revenue recognition, and customers’ line of credit and delivery of products are highly correlated to recognition of sales revenue. We therefore considered that the occurrence of sales revenue from the ten largest customers with changes in credit limits and temporary increase in credit limits in 2020 as a key audit matter for the year ended December 31, 2020. Refer to Note 4 to the financial statements for the Company’s revenue recognition policies.

26 -

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

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

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

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

Auditors’ Responsibilities for the Audit of the Financial Statements

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

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
27 -
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2020 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Wen-Yea Shyu and Hung-Bin Yu.

==> picture [378 x 60] intentionally omitted <==

Deloitte & Touche Taipei, Taiwan Republic of China February 18, 2021

Notice to Readers

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

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

28 -

Attachment 3

Audit Committee’s Review Report

To: The 2021 Annual General Meeting of Shareholders

The Board of Directors has prepared the Company’s 2020 Business Report, the financial statements (including the consolidated financial statements) and proposal for distribution of earnings. The financial statements have been audited by Wen-Yea Shyu and Hung-Bin Yu from Deloitte & Touche, which has been retained by the Board of Directors as independent auditors. The independent auditors have issued an unmodified opinion. The Audit Committee has reviewed and determined the above Business Report, the financial statements, and proposal for distribution of earnings to be correct and accurate. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, it is hereby submitted for your review and perusal.

Winbond Electronics Corporation

Chairman of the Audit Committee：Allen Hsu

Date: March 16 2021

29 -

Attachment 4

Winbond Electronics Corporation

Shareholdings of All Directors

		Book closure date:	April 24,2021
Position	Name	Current shareholding (Shares)	Shareholding ratio (%)
Chairman	Arthur Yu-Cheng Chiao	63,472,995	1.59`％`
Vice Chairman	Tung-Yi Chan	559,000	0.01`％`
Director	Yung Chin	11,778,797	0.30`％`
Independent Director	Allen Hsu	0	0.00`％`
Independent Director	Stephen Tso	0	0.00`％`
Independent Director	Francis Tsai	0	0.00`％`
Independent Director	Jerry Hsu	0	0.00`％`
Director	Walsin Lihwa Corporation (Representative: Fred Pan)	883,848,423	22.21`％`
Director	Chin-Xin Investment Co., Ltd (Representative: Yuan-Mou Su)	239,003,072	6.01`％`
Director	Jamie Lin	0	0.00`％`
Director	Wei-Hsin Ma	0	0.00`％`
Shareholdings of All Directors		1,198,662,287	30.12`％`

Note: This Company had a total of 3,980,000,193 issued shares as of April 24, 2021

30 -

Attachment 5

Winbond Electronics Corporation (the "Company") Comparison table of the articles of incorporation

Article	Amended Article	Current Article	Note
Article 3	The Company has its head-office in Central Taiwan Science Park. Subject to the approval of the Board of Directors and government authority, the Company may, if necessary, set up branches or business offices within and outside of the Republic of China.	The Company has its head-office in Central Taiwan Science~~-Based~~ ~~Industrial~~Park. Subject to the approval of the Board of Directors and government authority, the Company may, if necessary, set up branches or business offices within and outside of the Republic of China.	Amended to accommodate the change of the name of the government authority.
Article 23	Paragraphs 1.~2. Omitted The Company's dividend distribution policy is made in accordance with the Company Act and the Articles of Incorporation in consideration of factors including capital and financial structure, operating status, retained earnings, industry characteristics and economic cycle. The dividends shall be distributed in a steady manner. With respect to distribution of dividends, in consideration of future operation scale and cash flow needs, no less than 30% of the remaining amount of the net profit after tax of the current year, after covering the accumulative losses and setting aside the legal reserve and the special reserve, shall be distributed to shareholders as dividends, which may be distributed in stock dividend or cash dividend (provided, however, that the Company may choose not to pay dividend when the dividend per share does not reach NT$0.1), and the distribution of cash dividend shall not be less than 50% of total dividends, so as to maintain continuousgrowth.	Paragraphs 1.~2. Omitted The Company's dividend distribution policy is made in accordance with the Company Act and the Articles of Incorporation in consideration of factors including capital and financial structure, operating status, retained earnings, industry characteristics and economic cycle. The dividends shall be distributed in a steady manner. With respect to distribution of dividends, in consideration of future operation scale and cash flow needs, no less than 30% of the remaining amount of the net profit after tax of the current year, after covering the accumulative losses and setting aside the legal reserve and the special reserve, shall be distributed to shareholders as dividends, which may be distributed in stock dividend or cash dividend, and the distribution of cash dividend shall not be less than 50% of total dividends, so as to maintain continuous growth.	Amended according to actual needs
Article 27	These Articles of Incorporation were enacted on September 1, 1987, and were first amended ….; the twenty-ninth amendment was made on June 14, 2019;and the thirtieth amendment was made on	These Articles of Incorporation were enacted on September 1, 1987, and were first amended ….; and the twenty-ninth amendment was made on June 14, 2019 and shall become effective after	The date of amendment was newly added.

31 -

Article	Amended Article	Current Article	Note
	August 12, 2021and shall become effective after approval by a resolution of the shareholders meeting. Any subsequent amendments to these Articles of Incorporation shall follow the sameprocedure.	approval by a resolution of the shareholders meeting. Any subsequent amendments to these Articles of Incorporation shall follow the same procedure.

32 -

Attachment 6

Winbond electronics corporation (the "company") Comparison table of the rules governing the conduct of shareholders meeting

Amended Article Current Article Note Article 2: Paragraphs 1.~4. Omitted Article 2: Paragraphs 1.~4. Omitted Paragraph 5 was The reasons for convening the (Paragraph 5 was newly added) added in shareholders meeting have been accordance with stated for re-election of all directors the letter dated as well as their inauguration date. August 6, 2018 After the completion of re-election in (Ref. No.: said shareholders meeting, such Jing-Shang-Zi inauguration date may not be altered No. by ad hoc motion or other means in 10702417500). the same meeting. Hereafter Omitted Hereafter Omitted Article 3: The shareholders holding Article 3: The shareholders holding Amended with one percent or more of the total one percent or more of the total reference to the number of issued shares of the number of issued shares of the sample template Company may propose in writing to Company may propose in writing to of the "Rules of the Company a proposal for the Company a proposal for Procedures for discussion at an annual shareholders discussion at an annual shareholders Shareholders meeting; provided that only one meeting; provided that only one Meetings of 00 matter shall be allowed in each matter shall be allowed in each Limited single proposal. In case a proposal single proposal. In case a proposal Companies" submitted by shareholder(s) contains submitted by shareholder(s) contains published by the more than one matter, such proposal more than one matter, such proposal Taiwan Stock shall not be included in the agenda of shall not be included in the agenda Exchange. the shareholders meeting. The of the shareholders meeting. The number of words of a proposal number of words of a proposal submitted by a shareholder shall be submitted by a shareholder shall be limited to not more than 300 words, limited to not more than 300 words, and any proposal containing more and any proposal containing more than 300 words shall not be included than 300 words shall not be included in the agenda of the shareholders in the agenda of the shareholders meeting. The "300 words" includes meeting. The "300 words" includes the reasons and punctuation marks. the reasons and punctuation marks. If any of the circumstances listed in If any of the circumstances listed in Paragraph 4 of Article 172-1 of the Paragraph 4 of Article 172-1 of the Company Act occurs to the proposal Company Act occurs to the proposal submitted by any shareholder, the submitted by any shareholder, the Board of Directors of the Company Board of Directors of the Company may ignore that may ignore that proposal. proposal.Shareholders may submit proposals to urge the Company to promote public interests or fulfill its social responsibilities. Such proposals are each limited to one item in accordance with Article 172-1 of the Company Act. No proposal containing more than one

33 -

Amended Article Current Article Note item will be included in the meeting agenda. Hereafter Omitted Hereafter Omitted Article 8: Paragraphs 1.~5. Omitted Article 8: Paragraphs 1.~5. Omitted The method of disclosure is If the Company allows its If the Company allows its changed in shareholders to exercise their voting shareholders to exercise their voting accordance with rights in writing or by way of rights in writing or by way of the regulations electronic transmission, the electronic transmission, the Company shall compile the number Company shall, on the date of the of votes cast in writing or by way of shareholders meeting, compile the electronic transmission and prepare a number of votes cast in writing or by statistical statement of the number of way of electronic transmission and shares of shareholders and disclose prepare a statistical statement of the the same in accordance with the time number of shares of shareholders limit specified in Article 44-5 of the and make clear disclosure at the Guidelines for the Handling of Share place of the shareholders meeting. Affairs of Companies Publicly Issuing Shares. Article 16: Article 16: 1. Amended The chairman shall announce the The chairman shall announce the with reference commencement of the shareholders commencement of the shareholders to the sample meeting and relevant information meeting at the time scheduled for the template of the such as the number of non-voting meeting. But if the number of "Rules of rights and the number of shares shares represented by the Procedures for present at the time scheduled for the shareholders present at the meeting Shareholders meeting. But if the number of is less than one-half of all issued Meetings of 00 shares represented by the shares of the Company at the time Co., Ltd." shareholders present at the meeting scheduled for the meeting, the published by the is less than one-half of all issued chairman may announce the Taiwan Stock shares of the Company at the time postponement of the meeting. The Exchange. scheduled for the meeting, the shareholders meeting can only be chairman may announce the postponed twice and the time of the 2. The latter postponement of the meeting. The postponement shall not be more than half of the shareholders meeting can only be one hour in aggregate. If after two original postponed twice and the time of the postponements the number of shares Paragraph 1 was postponement shall not be more than represented by the shareholders moved to one hour in aggregate. After the present at the meeting is still less Paragraph 2 and second postponement, if there are not than one-half of all issued shares of amended. enough shareholders representing the Company but the shareholders one-third or more of the total issued present at the meeting represent 3. The original shares, the chairman shall declare the more than one-third of all issued Paragraph 2 was meeting aborted. shares, provisional resolutions may moved to be made in accordance with Paragraph 3. Paragraph 1 of Article 175 of the Company Act. If after two postponements as set forth in the preceding paragraph, the number of shares represented by the shareholders present at the meeting is still less than one-half of all issued shares of the Company but the shareholders present at the meeting

34 -

Amended Article Current Article Note represent more than one-third of all issued shares, provisional resolutions may be made in accordance with Paragraph 1 of Article 175 of the Company Act, and be notified to each shareholder to convene another shareholders meeting within one month. If the number of the shares If the number of the shares represented by the shareholders represented by the shareholders present at the shareholders meeting present at the shareholders meeting reaches one-half of all issued shares reaches one-half of all issued shares of the Company prior to the end of of the Company prior to the end of the meeting, the chairman may the meeting, the chairman may submit the foregoing provisional submit the foregoing provisional resolutions to the shareholders resolutions to the shareholders meeting for approval in accordance meeting for approval in accordance with Article 174 of the Company with Article 174 of the Company Act. Act.

35 -

Attachment 7

WINBOND ELECTRONICS CORPORATION (The "Company") Rules Governing Election Of Directors

Article	Amended Article	Current Article	Note
Article 3	When the election commences, the chairperson of the meeting shall appoint ballot supervisor(s) from among the shareholders present. Other personnel responsible for counting and announcing the ballots and performing relevant duties shall be appointed by the chairperson of the meeting. The ballot box shall be prepared by the board of directorsor other convenerand examined by the ballot supervisor(s) in public before the voting.	When the election commences, the chairperson of the meeting shall appoint ballot supervisor(s) from among the shareholders present. Other personnel responsible for counting and announcing the ballots and performing relevant duties shall be appointed by the chairperson of the meeting. The ballot box shall be prepared by the board of directors and examined by the ballot supervisor(s) in public before the voting.	To conform to the amendments to Article 173 of the Company Act
Article 5	The ballots shall be prepared by the board of directorsor other convener, numbered according to the attendance card numbers and printed with the number of voting rights of the shareholders.	The ballots shall be prepared by the board of directors, numbered according to the attendance card numbers and printed with the number of voting rights of the shareholders.	Same as above
Article 7	A ballot shall be void and excluded from the votes for any candidate upon any of the following conditions: 1. Omitted 2. The ballot was not cast in the ballot box installed by the board of directorsor other convener. 3.~6. Omitted 7. The name of a candidate filled in on the ballot is same as another candidate'sname but the respective shareholder's numbers or numbers of identification certificates are not indicated to distinguish them; or 8. Omitted Hereafter Omitted	A ballot shall be void and excluded from the votes for any candidate upon any of the following conditions: 1. Omitted 2. The ballot was not cast in the ballot box installed by the board of directors. 3.~6. Omitted 7. The name of a candidate filled in on the ballot is same as another shareholder'sname but the respective shareholder's numbers or numbers of identification certificates are not indicated to distinguish them; or 8. Omitted Hereafter Omitted	To conform to the amendments to Article 173 of the Company Act and Article of the Company

36 -

Winbond Electronics Corporation (hereinafter the "Company") "Rules Governing Election of Directors "

Article 1

The election of directors of the Company shall be handled in accordance with these Rules.

Article 2

The candidate nomination system provided in Article 192-1 of the Company Act and the cumulated voting with single name registered on the ballot will be used for the election of directors. Each share has the number of exercisable votes same as the number of directors to be elected, and the total number of votes per share may be consolidated for election of one candidate or may be split for election of two or more candidates set forth on the list of candidates of directors. A candidate to whom the ballots cast represent a prevailing number of votes shall be deemed an elected director. Independent directors and non-independent directors shall be elected at the same time but the number of the elected independent directors and non-independent directors shall be separately calculated. The attendance card number of the electors may be used on the ballot instead of the name of the electors.

The candidate nomination and election of directors shall be conducted in accordance with the Company Act, Securities and Exchange Act and other relevant laws and rules. The professional qualification, shareholding, restrictions on concurrent serving in other companies and other matters to be complied with by independent directors shall be conducted in accordance with other relevant laws and rules.

Article 3

When the election commences, the chairperson of the meeting shall appoint ballot supervisor(s) from among the shareholders present. Other personnel responsible for counting and announcing the ballots and performing relevant duties shall be appointed by the chairperson of the meeting. The ballot box shall be prepared by the board of directors or other convener and examined by the ballot supervisor(s) in public before the voting.

Article 4

The number of directors will be as specified in the Company's articles of incorporation, with votes separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of votes will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, the persons of the same number of votes shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

Article 5

The ballots shall be prepared by the board of directors or other convener, numbered according to the attendance card numbers and printed with the number of voting rights of the shareholders.

Article 6

If the candidate is a shareholder of the Company, the electors shall fill in the name and the shareholder's number of such candidate in the column of "Candidate" of the ballot. If the candidate is not a shareholder of the Company, the electors shall fill in such candidate's name and the number of its identification certificate in the same column. If the candidate is a government agency or a legal entity, either the full name of the government agency or the legal entity or the full name of the government agency or the legal entity and the name(s) of their representative(s) should be filled in the column of candidate. If the government-linked shareholder or institutional shareholder has several representatives, the name of each representative shall be filled in.

37 -

When a shareholder fill in the name and the shareholder's number of such candidate and the number of his/its identification certificate, he/it may use his/its seal instead.

In case that the electors cast their votes by electronic transmission, the electors shall check the box of the number of the candidates and fill in the number of votes to be allocated to each candidate. The number of candidates that an elector checked on the ballot shall not exceed the number of persons which should be elected and the aggregate number of votes to be allocated to each candidate shall not exceed the total number of voting rights of such elector.

Article 7

A ballot shall be void and excluded from the votes for any candidate upon any of the following conditions:

The ballot was not in the form provided in accordance with Article 5 of these Rules.
The ballot was not cast in the ballot box installed by the board of directors or other convener.
The ballot was blank when cast in the ballot box.
The ballot was not cast pursuant to Article 6 of these Rules or the handwriting on the ballot was blurred or illegible or has been altered.
The candidate listed on the same ballot does not appear in the list of candidates and there are two or more than two candidates filled in on the same ballot.
There are other written characters or symbols in addition to the name, shareholder's number or the number of identification certificate of the candidate on the ballot.
The name of a candidate filled in on the ballot is same as another candidate's name but the respective shareholder's numbers or numbers of identification certificates are not indicated to distinguish them; or
Any violation of laws or regulations or these Rules.

For determining invalid ballots in case of voting in writing by shareholders, subparagraphs 1, 3, 4, 5, 6, 7 and 8 of the preceding paragraph shall apply mutatis mutandis. If there are any doubts or disputes, the shareholders agree to authorize the Company's verification unit to make a decision. For determining invalid ballots in case of voting by electronic transmission by shareholders, subparagraph 8 of the preceding paragraph shall apply mutatis mutandis, in addition to compliance with the relevant regulations of the competent authorities.

Article 8

The ballot box shall be opened and the ballots shall be counted on spot under the supervision of the ballot supervisor immediately after the completion of voting, and the result of counting the ballots shall be announced by the chairperson of the meeting.

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

Article 9

Matters not provided in these Rules shall be handled in accordance with the Company Act and relevant laws and regulations, the Articles of Incorporation of the Company and the relevant provisions of the Rules Governing the Procedure of Shareholders Meeting of the Company.

Article 10

These Rules shall be effective upon approval of the shareholders' meeting. The same applies to amendments.

38 -

Attachment 8

Winbond Electronics Corporation (the "Company") Comparison Table of the Procedures for Endorsements and Guarantees

Amended Articles	Current Articles	Note
Article 3: Ceiling amount for endorsement/guarantee (1)Omitted. (2) The limit on the total amount of endorsements/guarantees for any single entity The total amount of endorsements/guarantees made by either the Company or the Company and its subsidiaries altogether for a single corporation shall not exceed thirtypercent of the Company's net worth shown on the Company's latest financial report, or 1.5 times the net worth of such endorsee/guarantee company, whichever is lower. If the Company engages in endorsements/guarantees because of its business relations, in addition to the aforesaid restriction, the aggregate amount of endorsements/ guarantees provided by the Company to any single corporation shall not exceed the total trading amount between the Company and such endorsee/guarantee company in the most recent year. The trading amount referred to above means the higher of the total purchase amount or the total sales amount. The restriction on the amount of endorsements/guarantees that the Company may provide to any singe corporation and the restriction relating to the net worth of the endorsee/guarantee company need not apply to the Company’s endorsements/guarantees for its 100% owned subsidiaries. (3)~(4)Omitted.	Article 3: Ceiling amount for endorsement/guarantee (1)Omitted. (2) The limit on the total amount of endorsements/guarantees for any single entity The total amount of endorsements/guarantees made by either the Company or the Company and its subsidiaries altogether for a single corporation shall not exceed twenty percent of the Company's net worth shown on the Company's latest financial report, or the 1.5 times the net worth of such endorsee/guarantee company, whichever is lower. If the Company engages in endorsements/guarantees because of its business relations, in addition to the aforesaid restriction, the aggregate amount of endorsements/guarantees provided by the Company to any single corporation shall not exceed the total trading amount between the Company and such endorsee/guarantee company in the most recent year. The trading amount referred to above means the higher of the total purchase amount or the total sales amount. The restriction on the amount of endorsements/guarantees that the Company may provide to any singe corporation and the restriction relating to the net worth of the endorsee/guarantee company need not apply to the Company’s endorsements/guarantees for its 100% owned subsidiaries. (3)~(4)Omitted.	Adjust the limit on the total amount of endorsements/ guarantees for any single entity to meet operational needs.

39 -

Winbond Electronics Corporation (the "Company") Procedures for Endorsements and Guarantees[ 2] (The " Procedures ")

I. PURPOSE

To soundly manage endorsements and guarantees for others by the Company and to protect the assets and credit of the Company, the Company stipulates these Procedures as a basis for the execution of endorsements and guarantees.

II. OBJECTIVE

Execution of matters relative to endorsements and guarantees made by the Company for others shall be governed by these Procedures. Any matter not provided for in these Procedures shall be governed by the related laws and regulations to effectively manage endorsements and guarantees and to comply with the Company's goal of steady operation.

III. CONTENTS

Article 1:

The "endorsements/guarantees" referred to in these Procedures include following:

(1) Endorsements/guarantees in connection with financing facilities, including:
Financing facilities in connection with discounts on customers' check;
Endorsements/guarantees provided in connection with financing facilities for other companies; and
Instruments issued to non-financial enterprises as security in connection with the financing facilities for the Company.
(2) Endorsements/guarantees in connection with customs duty, which mean endorsements /guarantees made for the Company or other companies with respect to matters involving customs duty;
(3) Other endorsements/guarantees, which cannot be categorized in items (1) and (2) as mentioned above; and
(4) When the Company creates a pledge or mortgage on its chattel or real property as security for the loans of another company, the Procedures shall apply.

Article 2: Parties for whom the Company may provide endorsement/guarantee

(1) The Company may provide endorsement/guarantee for the following:
A company who has business relationship with the Company.
A company in which the Company directly and indirectly owns more than fifty percent of the voting shares.
A company that directly and indirectly owns more than fifty percent of the voting shares of the Company.

2 This English translation is for reference only. In the event of discrepancy between the Chinese version and the English translation, the Chinese version shall prevail.

40 -
(2) The companies in which the Company directly and indirectly owns ninety percent or more of voting shares may provide endorsement/guarantee for one another; provided that, the amount of endorsement/guarantee provided by the Company may not exceed ten percent of the net value shown on the Company's latest financial report; provided further that, the endorsement/guarantee provided by a company which is directly and indirectly wholly owned by the Company to another company which is also directly and indirectly wholly owned by the Company is not subject to the restriction provided in the immediately preceding proviso.
(3) Where the Company fulfills its contractual obligations by providing mutual endorsement/guarantee for another company in the same industry or the collaborative builders for purposes of undertaking a construction project, or where all the shareholders make endorsement/guarantee for their jointly invested company in proportion to their shareholding percentages, such endorsement/guarantee may be exempted from the restrictions under the preceding two paragraphs.
(4) The investment as mentioned in the preceding paragraph means investment directly made by the Company or made through a company in which the Company owns one hundred percent of the voting shares.

Article 3: Ceiling amount for endorsement/guarantee

(1) The limit on the aggregate amount of endorsements/guarantees
Either the aggregate amount of endorsements/guarantees made by the Company itself, or the aggregate amount of endorsements/guarantees made by the Company and its subsidiaries together, shall not exceed fifty percent of the Company's net assets shown on the Company's latest financial report.
(2) The limit on the total amount of endorsements/guarantees for any single entity The total amount of endorsements/guarantees made by either the Company or the Company and its subsidiaries altogether for a single corporation shall not exceed thirty percent of the Company's net worth shown on the Company's latest financial report, or 1.5 times the net worth of such endorsee/guarantee company, whichever is lower. If the Company engages in endorsements/guarantees because of its business relations, in addition to the aforesaid restriction, the aggregate amount of endorsements/guarantees provided by the Company to any single corporation shall not exceed the total trading amount between the Company and such endorsee/guarantee company in the most recent year. The trading amount referred to above means the higher of the total purchase amount or the total sales amount.
The restriction on the amount of endorsements/guarantees that the Company may provide to any singe corporation and the restriction relating to the net worth of the endorsee/guarantee company need not apply to the Company’s endorsements/guarantees for its 100% owned subsidiaries.
(3) Where the Company needs to exceed the limits set out in these Procedures to satisfy its business needs, it shall obtain approval from the board of directors and half or more of the directors shall act as joint guarantors against losses that may be caused to the Company by the excess endorsement/guarantee provided that the conditions set out in these Procedures are complied with. It shall also amend the operating procedures for endorsements/guarantees accordingly and submit the same to the shareholders' meeting for its ratification. If the shareholders' meeting does not approve, the Company shall adopt a plan to discharge the amount in excess within a given time limit. Where there are independent directors on the board, when the Company submits the operating
41 -

procedures for endorsements/guarantees to the board meetings for discussion in accordance with the above provisions, it shall take into full consideration each independent director's opinions, which shall be included in the minutes of the board meetings, regardless of whether it was assenting or dissenting opinion.

(4) Where changes in circumstances of the Company result in that the entity for which the Company provides endorsement/guarantee ceases to be a qualified entity under Article 2 of these Procedures, or the amount endorsed/guaranteed exceeds the ceiling due to changes in the calculation base for the ceiling, the Company shall adopt rectification plans, submit the relevant rectification plans to the independent directors and the audit committee and complete the rectification on schedule.

Article 4: Corporate Chops for Endorsements and Guarantees

The Company shall use the corporate chop registered with the Ministry of Economic Affairs as the dedicated chop for endorsements/guarantees.

When making a guarantee for a foreign company, the Company shall have the Guarantee Agreement signed by a person authorized by the board of directors.

Article 5: Custody of Corporate Chops and Notes for Endorsements and Guarantees

The corporate chops and notes for endorsements/guarantees shall be kept in the custody of a designated person (the "Custodian") approved by the board of directors and may be used to chop or issue negotiable instruments only in prescribed procedures. The Company shall submit the Custodian of the chops for endorsements/guarantees to and for approval by the board of directors. The same shall apply to any amendments to the Regulations.

Article 6: Operation Procedures of Making Endorsements and Guarantees and Review Process

Before making an endorsement or guarantee for others, the Company shall carefully evaluate whether the endorsement or guarantee is in compliance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies promulgated by the securities regulator and handle and review the following matters in accordance with these Procedures.

(1) The guarantee company shall provide detailed financial information to the Finance Division of the Company.
(2) The Finance Division shall prepare a report specifically stating the financial information of the guarantee company, examining the necessity and reasonableness of endorsements/guarantees, credit status and risk assessment of the entity for which the endorsement/guarantee is made and the impact on the Company's operational risks, financial condition and shareholders' equity. Such report shall be submitted to the chairman of the board of directors for approval.
(3) If necessary, the ceiling on the amount of endorsements/guarantees proposed to be decided by the board of directors may be decided by the chairman of the board of directors provided the amount is within ten percent of the Company's net worth shown on the Company's latest financial report and then be reported to the upcoming board of directors for ratification. Where there are independent directors in the board, when making an endorsement or guarantee for others, the Company shall take into full consideration each independent director's opinions, which shall be included
42 -

in the minutes of the board meetings, regardless of whether it was assenting or dissenting opinion.

(4) The chairman of the board of directors may approve the endorsement/guarantee made for the guarantee company within the ceiling decided by the board of directors and refer to the Finance Division for execution.
(5) The endorsement/guarantee may be made by the Finance Division after receiving the guarantee notes of the same term and same amount and collaterals where necessary. Appraisal of the collateral shall be done carefully by the Finance Division. However, where the subsidiaries are one hundred percent invested directly and indirectly by the Company, receipt of guarantee notes and collaterals can exempt.
(6) The Finance Division shall periodically prepare and report the statement of details of guarantees for the purpose of controlling and monitoring the financial conditions and usage of fund of the guarantee company. Should any significant change regarding the aforementioned matters arise, the Finance Division shall immediately report to the chairman of the board of directors and appropriate measures shall be taken in accordance with the instructions.
(7) The Finance Division shall prepare a memorandum book and truthfully record the following information: entities for which the approved endorsements/guarantees are made, amount, date of approval by the board of directors or the chairman of the board of directors, endorsement/guarantee date, and matters to be carefully evaluated under paragraph (2) of this Article.
(8) Prior approval of the Company's board of directors is required to provide endorsement/guarantee for the subsidiaries that the Company directly and indirectly owns ninety percent or more of the shares pursuant to Paragraph (2) of Article 2; provided that, the endorsement/guarantee provided by a company which is directly and indirectly wholly owned by the Company for another company which is also directly and indirectly wholly owned by the Company is not subject to the restriction provided above in this paragraph.
(9) The Finance Division shall examine the net worth of the company for which the Company provides endorsement/guarantee at the end of each month. If the net worth of such company is lower that 1/2 of its paid-in capital, the Finance Division shall prepare a valuation report and submit such report to the chairman in order to determine whether to continue to provide endorsement/guarantee to such company. If the Company will continue to provide endorsement/guarantee for such company, the Finance Division shall obtain a negotiable instrument guaranteed by another person with the issuing amount equivalent to the amount of endorsement/guarantee or other security; provided that, no guaranteed negotiable instrument or security is required if the company for which the Company provides the endorsement/guarantee is directly and indirectly wholly owned by the Company.
(10) In the case of a subsidiary with shares having no par value or a par value other than NT$10, the paid-in capital calculation pursuant to Paragraph 9 of this Article shall be the share capital plus premium for issuance of shares above par value.

Material endorsement or provision of guarantee by the Company shall be approved by at least one half of all audit committee members and submitted to the Board of Directors for resolution. If approval of the majority of all audit committee members is not obtained, such fund loaning may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the meeting minutes of the Board of Directors. The terms "all audit committee members" in paragraph 3 and "all

43 -

directors" in this paragraph shall be counted as the actual number of persons currently holding those positions.

Article 7: Renewal of Endorsements/Guarantees

Renewal of endorsements/guarantees shall be in accordance with Article 6.

Article 8: Cancellation of Endorsement and Guarantee Record

When the extinguishment of endorsements/guarantees is asked by the guarantee company or the Company, the Finance Division shall process it in accordance with the following procedures:

(1) It shall be confirmed that the guarantee company has cancelled the record of the liability of guarantee.
(2) A copy of cancellation of the guarantee notes by the guarantee company shall be obtained.

Article 9: Internal Audit

The Company's internal auditors shall at least quarterly audit these Procedures and the implementation thereof and prepare written records accordingly. They shall promptly notify the independent directors the audit committee in writing of any material violation found.

Article 10: Procedures of Announcement and Report

(1) The Company shall announce and report the previous month's balance of endorsements/guarantees of itself and its subsidiaries by the 10th day of each month.
(2) If the balance of endorsement/guarantee reaches any of the following thresholds, the Company shall announce and report within two days from the date of occurrence. The date of occurrence referred to above means the date of execution of the contract, date of payment, date of board resolutions, or other dates that may confirm the guaranteed/endorsed party and the monetary amount of the guarantee/endorsement, whichever date is earlier.
The balance of endorsement/guarantee of the Company and its subsidiaries reaches fifty percent or more of the net worth of the Company as stated in its latest financial statement.
The balance of endorsement/guarantee of the Company and its subsidiaries provided for a single entity reaches twenty percent or more of the net worth of the Company as stated in its latest financial statement.
The balance of endorsement/guarantee of the Company and its subsidiaries provided for a single entity reaches NTD 10 million or more, and the aggregate balance of endorsement/guarantee provided for, the book value of investments under the equity method in and funds lending to, such entity reaches thirty percent or more of the net worth of the Company as stated in its latest financial statements.
44 -
The amount of new endorsement/guarantee provided by the Company or its subsidiaries reaches NTD 30 million and reaches five percent of the net worth of the Company as stated in its latest financial statement.
(3) Where any subsidiary of the Company is not a domestic public offering company, the Company shall make the required announcement and report on behalf of such subsidiary if the situation prescribed in the preceding Item 4 occurs.
(4) The Company shall evaluate or record the contingent loss for endorsements/ guarantees and shall adequately disclose information on endorsements/guarantees in its financial reports and provide relevant information to the certified public accountants for them to carry out necessary audit procedures.
(5) "Net worth" as set forth in these Procedures means the equity attributable to owners of the parent company on the balance sheet under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
(6) "Subsidiary" and "parent company" as set forth in these Procedures shall be determined as per the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Article 11: Penalty

In order to prevent managers or personnel in charge from taking advantage of their offices to engage in illegal endorsements/guarantees, when managers or personnel in charge violate these Procedures or the related laws and regulations, the Human Resource Department shall make a proposal for penalty to be approved by the responsible supervisor according to the seriousness of such violation based on the evidence provided by the division in charge or audit division. Penalty imposed on managers shall be submitted to the compensation committee and the board of directors for resolution.

In the event of unrecoverable losses incurred from violation of these Procedures or the related laws and regulations with intent or by negligence, suspension may be imposed on personnel in charge after being approved by the responsible supervisor.

The aforementioned managers shall mean the ones set up in accordance with the ruling issued by the Securities and Futures Commission dated March 27, 2003 (Ref. No.: Tai-Tsai-Jen-(3)-0920001301) and the aforementioned personnel in charge shall mean personnel involved and relevant supervisors in charge of review and approval of execution.

Article 12: Control procedure to subsidiaries in providing endorsement /guarantee

The Company shall require all of its subsidiaries to formulate their own Procedures for Endorsement and Guarantee in accordance with the Regulations Governing Lending Funds and Providing Endorsement and Guarantee by Public Offering Companies promulgated by the competent authorities and the Procedures for Endorsement and Guarantee of the Company. Any endorsement/guarantee provided by the subsidiaries shall comply with their own Procedures for Endorsement and Guarantee, and the internal audit department of the Company shall be responsible for reviewing all self-assessment reports prepared by all subsidiaries.

45 -

IV. VALIDATION AND AMENDMENTS

These Procedures shall be approved by at least one half of all the audit committee members and then submitted to the Board of Directors for resolution. After approved by the Board of Directors, these Procedures shall be submitted to the shareholders' meeting for approval. Where any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the dissenting opinions to the audit committee and for discussion by the shareholders' meeting. The same shall apply to any amendments to the Procedures. When the Procedures are submitted by the Company to the Board of Directors for discussion in accordance with relevant rules, the Board of Directors shall take into full consideration each independent director's opinions; any dissent from or qualification by the independent directors (if any) shall be included in the minutes of the Board of Directors' meetings.

If approval of the majority of all audit committee members as required in the preceding paragraph is not obtained, the Procedures or any amendment hereto may be implemented if approved by more than two-thirds of all directors, and the resolution of the audit committee shall be recorded in the meeting minutes of the Board of Directors. The terms "all audit committee members" and "all directors" in this paragraph shall be counted as the actual number of persons currently holding those positions.

46 -

Attachment 9

Explanations of involvement of directors in acts for themselves or others which fall into the field of the Company’s business

(1) Chairman `：` Arthur Yu-Cheng Chiao

Names of other companies Where he serve	d Title	Business items same or similar to the Company’s
Nuvoton Technology Holdings Japan	Representative Director	The company mainly engages in general investments.
Marketplace Management Limited	Director	The company mainly engages in general investments.
Nuvoton Investment Holding Ltd.	Director	The company mainly engages in general investments.
Song Yong Investment Corporation	Director	The company mainly engages in general investments.
Goldbond LLC	Manager	The company mainly engages in general investments.

`(2` ) Vice Chairman `：` Tung-Yi Chan

`(2`) Vice Chairman`：`Tung-Yi Chan
Names of other companies Where he serve	d Title	Business items same or similar to the Company’s
Marketplace Management Limited	Director	The company mainly engages in general investments.

`(3` ) Independent Director `：` Jerry Hsu

Names of other companies Where he serve	d Title	Business items same or similar to the Company’s
AcBel(USA)Polytech Inc.	President	Maintenance ofpower supplies
AcBel Polytech Holdings Inc.	Director	The company mainly engages in general investments.
Acbel Polytech(Ireland)Limited	Director	Maintenance ofpower supplies
AcBel Polytech (Philippines) Inc.	Chairman`/` president	Manufacture of power supplies
AcBel Polytech International Inc.	Director	The company mainly engages in general investments.
SunnyGo Solar Co.,Ltd.	Director	F401010 International Trade
Daytime Solar EnergyCo.,Ltd	Director	F401010 International Trade
AcTek EnergyCo.,Ltd	Director	F401010 International Trade
AcRayEnergyCo.,Ltd	Director	F401010 International Trade
EPI Technology Venture Pte. Ltd.	Director	The principal activity of the Company is that of research and experimental development on engineering – Embedded system development, sensor calibration, renewable system integration.
Evercomm Uni-Tech Singapore Pte. Ltd.	Director	The principal activities of the Company are those of computer system services, sale of hardware and software and consultancy in relation to general building energy management services andprocess and

47 -

		industrial plan engineering services.
AcBel Telecom Inc.	Director	CC01120 Data Storage Media Manufacture and Duplication CC01080 Electronic Parts and Components Manufacture F401010 International Trade I501010 Product Designing I301010 Software Design Services CC01110 Computers and Computing Peripherals Manufacture
CK Holdings Inc.	Director	The company mainly engages in general investments.
LIZ Electronics (Nantong) Co., Ltd	Director	R&D, manufacturing chip components; sales of products and provide aftersales service; wholesaling, importing and exporting electronic components, semiconductors special materials and spareparts
Raypal Biomedical Co., Ltd.	Director	F401010 International Trade I501010 Product Designing
RAY-KWONG MEDICAL MANAGEMENT CONSULTING CO., LTD.	Director	F401010 International Trade
Compal Electronics, Inc.	Director	CC01080 Electronic Parts and Components Manufacture CC01110 Computers and Computing Peripherals Manufacture F401010 International Trade I301010 Software Design Services I501010 Product Designing
CASTLENET TECHNOLOGY INC.	Director	CC01080 Electronic Parts and Components Manufacture CC01110 Computers and Computing Peripherals Manufacture F401010 International Trade I301010 Software Design Services I301020 Data ProcessingServices
Cal-Comp Electronics (Thailand) Public Company Limited	Vice Chairman	Manufacturing of computers and peripheral devices, telecommunication products and automatic equipment

(4) Corporate director ( Representative `：` Yuan-Mou Su)

Names of other companies Where he serve	d Title	Business items same or similar to the Company’s
Nuvoton Technology Corporation	`R`epresentative (Chairman)`/` Manager	CC01080 Electronic Parts and Components Manufacture CC01110 Computers and Computing Peripherals Manufacture CC01120 Data Storage Media Manufacture and Duplication F401010 International Trade I301010 Software Design Services I501010 Product Designing
Nuvoton TechnologyCorporation Japan	Chairman	Design,sales and service of semiconductor

48 -

Nuvoton Technology Holdings Japan	Director	The company mainly engages in general investments.
Nuvoton Electronics Technology (H.K.) Limited	Director	Sales of semiconductor
Nuvoton Electronics Technology(Sanghai)Limited	Director	Provide project of sale in China and repairing,testingand consultingof software
Nuvoton Electronics Technology (ShenZhen) Limited	Director	Computer software service(except I.C. design), wholesale business for computer,supplement and software

(5) Director ： Wei-Hsin Ma

(5)Director`：`Wei-Hsin Ma
Names of other companies Where he serve	d Title	Business items same or similar to the Company’s
Golden Apple Investment Company	Chairman	CC01120 Data Storage Media Manufacture and Duplication F401010 International Trade

49 -

Appendix

50 -

Appendix 1

Winbond Electronics Corporation (hereinafter the "Company") "Rules Governing the Conduct of Shareholders Meeting"

Article 1

Unless otherwise provided by laws and regulations, all shareholders meetings of the Company shall be conducted in accordance with these Rules.

Article 2

The shareholders meetings of the Company shall be convened by the Board of Directors unless otherwise provided by laws and regulations.

All shareholders shall be served with the convention notice of an annual shareholders meeting at least 30 days prior to the meeting, except for those shareholders each holding less than 1,000 registered shares that may be notified by means of an announcement on the Market Observation Post System at least 30 days prior to the meeting. All shareholders shall be served with the convention notice of a special shareholders meeting at least 15 days prior to the meeting, except for those shareholders each holding less than 1,000 registered shares that may be notified by means of an announcement on the Market Observation Post System at least 15 days prior to the meeting.

Convention notices and announcements shall state the reasons for the meeting. The convention notice may, as an alternative, be given by means of electronic transmission, after obtaining a prior consent from the shareholders.

The matters specified in Paragraph 5 of Article 172 of the Company Act, or Article 26-1 or Article 43-6 of the Securities and Exchange Act and Articles 56-1 and 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be listed among the reasons and explained in the notice for the meeting, and may not be proposed as extemporary motions.The essential contents of the matters specified in Paragraph 5 of Article 172 of the Company Act may be posted on the website designated by the competent authority in charge of securities affairs or the company, and such website shall be indicated in the above notice.

The reasons for convening the shareholders meeting have been stated for re-election of all directors as well as their inauguration date. After the completion of re-election in said shareholders meeting, such inauguration date may not be altered by ad hoc motion or other means in the same meeting.

The Company shall prepare the agenda handbook for shareholders meeting in accordance with Article 6 of the "Regulations Governing Content and Compliance Requirements for Shareholders Meeting Agenda Handbooks of Public Companies".

Article 3

The shareholders holding one percent or more of the total number of issued shares of the Company may propose in writing to the Company a proposal for discussion at an annual shareholders meeting; provided that only one matter shall be allowed in each single proposal. In case a proposal submitted by shareholder(s) contains more than one matter, such proposal shall not be included in the agenda of the shareholders meeting. The number of words of a proposal submitted by a shareholder shall be limited to not more than 300 words, and any proposal containing more than 300 words shall not be included in the agenda of the shareholders meeting. The "300 words" includes the reasons and punctuation marks. If any of the circumstances listed in Paragraph 4 of Article 172-1 of the Company Act occurs to the proposal submitted by any shareholder, the Board of Directors of the Company may ignore that proposal.Shareholders may submit proposals to urge the Company to promote public interests or fulfill its social responsibilities. Such proposals are each limited to one item in accordance with Article 172-1 of the Company Act. No proposal containing more than one item will be included in the meeting agenda.

51 -

The Company shall announce the acceptance of shareholders' proposal, the place and the period for shareholders to submit proposals to be discussed at the shareholders meeting prior to the commencement of the close period for share transfer. The period for accepting such proposals shall not be less than 10 days.

Shareholders submit proposals to be discussed at the shareholders meeting shall attend the shareholders meeting in person or by proxy, and participate in discussion of those proposals. The Company shall, prior to the delivery of the convention notice, notify all the shareholders who had submitted the proposals of the proposal screening results, and shall incorporate in the convention notice the proposals conforming to the requirements set out in this article. With regard to the proposals submitted by shareholders but not included in the agenda of the shareholders meeting, the Board of Directors shall explain reasons why such proposals are not included in the agenda of the shareholders meeting.

Article 4

Prior to any shareholders meeting, a shareholder may appoint a proxy to attend the meeting by issuing a power of attorney in the form provided by the Company stating the scope of authorization.

Each shareholder may issue one power of attorney only, and may appoint one person only to serve as a proxy. The written proxy must be delivered to the Company at least five days prior to each shareholders meeting. If two or more written proxies forms are received from a shareholder, the first one received by the Company shall prevail; unless an explicit statement to revoke the previous written proxy is made in the proxy which comes later.

After the Company receives the written proxy, in case the shareholder issuing the said proxy intends to attend the shareholders meeting in person or to exercise his/her/its voting power in writing or by way of electronic transmission, a proxy rescission notice in writing shall be delivered to the Company two days prior to the date of the shareholders meeting; otherwise, the voting right exercised by the authorized proxy at the meeting shall prevail.

Article 5

Except that the "shareholder" referred to in Articles 2, 3 and 4 of these Rules means the shareholders in person, the "shareholder" referred to in these Rules means the shareholder himself/herself/itself and the proxy appointed by the shareholder in accordance with the laws and regulations.

Article 6

This Company shall prepare an attendance book for attending shareholders to sign in, or shareholder present may hand in an attendance card in lieu of signing on the attendance book. The number of shares representing shareholders present at the meeting shall be calculated in accordance with those indicated in the attendance book or the attendance cards, plus the number of shares whose voting right exercised in writing or by way of electronic transmission. Each shareholder attending the shareholders meeting in person (or proxy) shall wear an attendance pass and submit the attendance card in lieu of sign-in.

Article 7

Attendance and voting at the shareholders meeting shall be determined based on the number of shares.

Article 8

Unless otherwise restricted by, or subject to evasion in accordance with, the laws and regulations, and shares having no voting right in accordance with Paragraph 2 of Article 179 of the Company Law, a shareholder shall have one voting right in respect of each share. The method for exercising the voting right shall be described in the convention notice of the shareholders meeting if the voting right will be exercised in writing or by way of electronic transmission. A shareholder who exercises his/her/its voting right at a shareholders meeting in writing or by way of electronic transmission shall be deemed to have attended the said shareholders meeting in person, but shall be deemed to have waived his/her/its voting

52 -

right with respect to any extemporary motions and any amendments or replacements to the original proposals at the said shareholders meeting.

In case a shareholder elects to exercise his/her/its voting right in writing or by way of electronic transmission, his/her/its declaration of intention shall be delivered to the Company no later than two days prior to the scheduled shareholders meeting. If two or more declarations of intention are delivered to the Company, the first declaration of intention received shall prevail; unless an explicit statement to revoke the previous declaration is made in the declaration which comes later.

In case a shareholder who has exercised his/her/its voting right in writing or by way of electronic transmission intends to attend the shareholders meeting in person, the shareholder shall, two days prior to the shareholders meeting and in the same manner previously used in exercising his/her/its voting right, deliver a separate declaration of intention to revoke his/her/its previous declaration of intention made in exercising the voting right under the preceding paragraph. In the absence of a timely revocation of the previous declaration of intention, the voting right exercised in writing or by way of electronic transmission shall prevail. In case a shareholder has exercised his/her/its voting right in writing or by way of electronic transmission and has also authorized a proxy to attend the shareholders meeting on his/her/its behalf, then the voting right exercised by the authorized proxy for the said shareholder shall prevail.

If the Company allows its shareholders to exercise their voting rights in writing or by way of electronic transmission, the Company shall finish the counting and verification of the votes cast in writing or by way of electronic transmission before the shareholders meeting.

If the Company allows its shareholders to exercise their voting rights in writing or by way of electronic transmission, the Company shall compile the number of votes cast in writing or by way of electronic transmission and prepare a statistical statement of the number of shares of shareholders and disclose the same in accordance with the time limit specified in Article 44-5 of the Guidelines for the Handling of Share Affairs of Companies Publicly Issuing Shares.

Article 9

Shareholders meetings shall be held at the Company's premises or at another place that is convenient for shareholders to attend and suitable for such meetings. Shareholders meetings shall not start earlier than 9:00 AM or later than 3:00 PM.

Article 10

If a shareholders meeting is convened by the Board of Directors, the Chairman of the Board of Directors shall be the chairman presiding at the meeting. If the Chairman of the Board of Directors is on leave or cannot perform his duties for some reason, the Vice-Chairman shall preside at the meeting on the Chairman's behalf. If the Company does not have a Vice-Chairman or the Vice-Chairman is on leave or cannot perform his duties for some reason, the Chairman of the Board of Directors shall appoint a managing director to serve on his behalf. If there are no managing directors, the Chairman of the Board of Directors shall appoint a director to serve on his behalf. If the Chairman of the Board of Directors has not appointed any representative, the managing directors or directors shall nominate a person among themselves to preside at the shareholders meeting.

If a shareholders meeting is convened by any person entitled to convene the meeting other than the Board of Directors, such person shall be the meeting's chairman; provided that if this meeting is convened by two or more persons, the chairman of the meeting shall be elected from among themselves.

Article 11

The Company may appoint lawyer(s) or certified public accountant(s) engaged by the Company, or relevant persons, to attend a shareholders meeting.

Persons handling affairs of the shareholders meeting shall wear identification cards or arm badges.

53 -

Article 12

The chairman of the shareholders meeting may order disciplinary officers (or security guards) to assist in keeping order at the meeting place. Such disciplinary officers (or security guards) shall wear arm badges marked "Disciplinary Personnel" when assisting in keeping order at the meeting place.

Article 13

Persons attending the shareholders meeting shall not bring anything that is harmful to the safety of others’ life, body, freedom or property.

Article 14

During the shareholders meeting, the chairman may request the police present at the meeting place to keep order.

Article 15

The process of the shareholders meeting shall be audio recorded or video recorded in its entirety and these records shall be preserved for at least one year. If the Company allows shareholders to exercise their voting right in writing or by way of electronic transmission, the related written and media data shall also be preserved for at least one year. However, if a lawsuit has been instituted by any shareholder pursuant to Article 189 of the Company Act, the records and data involved shall be kept by the Company until the legal proceedings of the foregoing lawsuit have been concluded.

Article 16

The chairman shall announce the commencement of the shareholders meeting and relevant information such as the number of non-voting rights and the number of shares present at the time scheduled for the meeting. But if the number of shares represented by the shareholders present at the meeting is less than one-half of all issued shares of the Company at the time scheduled for the meeting, the chairman may announce the postponement of the meeting. The shareholders meeting can only be postponed twice and the time of the postponement shall not be more than one hour in aggregate. After the second postponement, - if there are not enough shareholders representing one third or more of the total issued shares, the chairman shall declare the meeting aborted.

If after two postponements as set forth in the preceding paragraph, the number of shares represented by the shareholders present at the meeting is still less than one-half of all issued shares of the Company but the shareholders present at the meeting represent more than one-third of all issued shares, provisional resolutions may be made in accordance with Paragraph 1 of Article 175 of the Company Act, and be notified to each shareholder to convene another shareholders meeting within one month.

If the number of the shares represented by the shareholders present at the shareholders meeting reaches one-half of all issued shares of the Company prior to the end of the meeting, the chairman may submit the foregoing provisional resolutions to the shareholders meeting for approval in accordance with Article 174 of the Company Act.

Article 17

The agenda of the meeting shall be set by the Board of Directors if the meeting is convened by the Board of Directors. The shareholders meeting shall be conducted according to the agenda, and unless otherwise provided by these Rules or laws and regulations, the agenda shall not be changed without the resolution of the shareholders meeting.

The above provision also applies to the shareholders meeting convened by any person entitled to convene such meeting other than the Board of Directors.

Unless otherwise resolved at the meeting, the chairman cannot announce adjournment of the meeting before all the items (including extemporary motions) listed in the agenda made according to the preceding two paragraphs are completed.

After the meeting is adjourned, shareholders cannot designate another person as chairman and continue the meeting at the same or other place.

54 -

Article 18

When a shareholder present at the meeting wishes to speak, he/she shall fill in a speech note specifying the summary of his/her speech, the shareholder's account number (or the number of attendance pass) and the account name of the shareholder. The chairman shall determine the sequence of shareholders' speeches.

If any shareholder present at the meeting submits a speech note but does not speak, no speech should be deemed to have been made by the shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the speech note submitted by such shareholder, the contents of the actual speech shall prevail. The proxy’s speech shall be complied with the written proxy, documents of public solicitation and advertisement. Unless otherwise provided by laws and regulations, the shareholders appointing a proxy to attend the shareholders meeting shall agree with any speeches and voting made by the proxy in the shareholders meeting.

When a shareholder speaks at the meeting, unless otherwise permitted by the chairman and the speaking shareholder, no other shareholders shall interrupt the speech of the speaking shareholder; otherwise the chairman shall stop such interruption.

Article 19

The same shareholder may not speak more than twice for the same motion without the chairman's permission, and each speech time may not exceed 5 minutes.

The chairman may stop the speech of any shareholder who violates the above provision or when such speech is out of the scope of the motion.

Article 20

A legal entity serving as proxy to attend a shareholders meeting may designate only one representative to attend such meeting.

The number of representatives that a legal-entity shareholder appointed to attend the shareholders meeting should not exceed the number of directors to be elected at a shareholders meeting if there is an election of directors at that shareholders meeting, or the number of directors elected for a term of office if there is no election of directors at that shareholders meeting, and only one representative can speak for each motion.

Article 21

After the speech of the shareholder(s) present at the shareholders meeting, the chairman may respond in person or designate relevant person(s) to respond to the speech.

Article 22

When the chairman considers that the discussion for a motion has reached the extent for making a resolution, he may announce discontinuance of the discussion and submit the motion for resolution.

Article 23

Unless otherwise provided by the Company Act or the Company's Articles of Incorporation, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the meeting. The voting right of shareholders shall be calculated according to the voting right that shareholders may exercise in accordance with the Company Act or the Company’s Articles of Incorporation.

A motion is adopted by vote.

Article 24

The chairman shall appoint persons responsible for checking and counting ballots during votes on motions. The results of resolution shall be announced at the place and recorded in the minutes of the meeting.

The persons responsible for checking ballots must be shareholders and shall monitor the voting procedure, prevent from inappropriate voting behaviors, examine ballots and monitor

55 -

the records of the persons responsible for counting ballots. A ballot shall be invalid and shall not be calculated under any of the following conditions:

a ballot is not in the form provided by the Company;

a ballot is not thrown in the ballot box;

a blank ballot without writing words or expressing opinion regarding the motions;

a ballot with other words thereon other than those required to be filled in; the handwriting on a ballot is too blurred or indistinct to be readable or is altered; a ballot is used by the proxy who violates the "Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies"; or any violation of laws or regulations or voting guidelines made by the Company. The standard for recognition of invalid ballots in case the exercise of voting right in writing by shareholders is carried out in conformity mutatis mutandis with the Subparagraphs 1, 3, 4, 5 and 7 of the proceeding paragraph. If there is any doubt or disputes, the shareholders agree to authorize the Company's verification section to decide.

In addition, the standard for recognition of invalid ballots in case the exercise of voting right by electronic transmission by shareholders is carried out in conformity mutatis mutandis with Subparagraph 7 of the proceeding paragraph, as well as in compliance with the relevant regulations of the authority.

Article 25

During the meeting, the chairman may, at his discretion, set time for intermission.

Article 26

In case of an air-raid alarm, an earthquake or other force majeure event, the chairman shall immediately announce to suspend the meeting and evacuate respectively. Once the reason of suspending the meeting is eliminated, the chairman shall decide if the meeting will resume.

Article 27

Resolutions adopted at a shareholders meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be distributed to all shareholders of the company within twenty (20) days after the close of the meeting. The minutes of the meeting may be made and distributed by electronic way.

With regard to the distribution of the minutes in the foregoing paragraph, the minutes may be distributed by way of an announcement on the Market Observation Post System, instead of actual distribution of the minutes.

The minutes must faithfully record the meeting's date (year, month, day), place, chairman's name, resolution method, summary of proceedings, and results of resolutions. The minutes of shareholders' meeting shall be preserved for as long as the Company exists.

Article 28

Any matter concerned that is not provided in these Rules shall be handled in accordance with the Company Law and the related laws and regulations, and the relevant provisions of the Articles of Incorporation of the Company.

Article 29

These Rules shall be effective from the date they are approved by the shareholders' meeting. The same applies in the case of amendments.

56 -

Appendix 2

ARTICLES OF INCORPORATION WINBOND ELECTRONICS CORPORATION

Section 1: General Principles

Article 1: The Company is incorporated as a company limited by shares in accordance with the Company Act (the "Company Act") and it name shall be 華邦電子股份有限公司 in Chinese language and Winbond Electronics Corporation in English language (the "Company").
Article 2: The business scope of the Company is as follows: Research and development, ODM, production and manufacture, repair, and sale of the following products:
(i) Integrated circuits.
(ii) Semiconductor memory parts and components and their systems products.
(iii) Semiconductor components and system products for use in computer systems.
(iv) Semiconductor components and system products for use in digital communications.
(v) Semiconductor components and system products for use in peripherals.
(vi)Other semiconductor components.
(vii)Design of computer software programs and data processing.
(viii)Import and export trade related to the business of the Company.
Business categories and codes of the aforementioned products are as follows:
(i) CC01080 Electronic Parts and Components Manufacture
(ii) CC01110 Computers and Computing Peripherals Manufacture
(iii) CC01120 Data Storage Media Manufacture and Duplication
(iv) F401010 International Trade
(v) I301010 Software Design Services
(vi) I301020 Data Processing Services
(vii)I501010 Product Designing
Article 2-1: The Company may act as a guarantor as required by its business operation.
Article 2-2: Total investment by the Company shall not be subject to the ceiling of an amount equivalent to 40 percent of its paid-in capital.
Article 3: The Company has its head-office in Central Taiwan Science Park. Subject to the approval of the Board of Directors and government authority, the Company may, if necessary, set up branches or business offices within and outside of the Republic of China.
Article 4: Public notices by the Company shall be made in accordance with Article 28 of the Company Act.

Section 2: Shares

Article 5: The total capital of the Company is sixty-seven billion New Taiwan Dollars (NT$67,000,000,000) divided into six billion seven hundred million (6,700,000,000) shares, at ten New Taiwan Dollars per share and may be issued in a series of issuance. The un-issued shares may be issued by a resolution of the Board of Directors if the Board deems necessary.
A maximum of five billion New Taiwan Dollars may be used to be divided into five
57 -

hundred million shares at ten New Taiwan Dollars per share may be used for issuance, in installments, of stock/subscription warrants, preferred shares with subscription rights, or corporate bonds with subscription rights. The quota each for the issuance of stock/subscription warrants, preferred shares with subscription rights or corporate bonds with subscription rights may be adjusted by the Board of Directors in consideration of factors concerning capital market and operation needs.

Article 6: (Deleted)

Article 7: Where the shares issued by the Company are in scripless form and without physical certificates, the Company shall register the shares with the central securities depository institution.
Article 8: The transfer, registration, loss or destruction of share certificates shall be handled in accordance with the Company Act and relevant regulations.

Section 3: Shareholders Meetings

Article 9: Shareholders meetings shall be of two types, general meetings and special meetings. General meetings shall be convened by the Board of Directors once a year, within six months from the end of each fiscal year in accordance with law. Special meetings shall be convened in accordance with the law, whenever necessary.
Article 10: Shareholders may designate a proxy to attend a shareholders meeting with a power of attorney stating the scope of authority in accordance with the Company Act and the "Regulations for the Use of Proxies for the Attendance at Stockholders Meetings of Public Companies," promulgated by the competent governmental authority.
Article 11: Unless otherwise provided by the laws and regulations, each share has one voting right.
Article 12: Except otherwise provided by the laws and regulations, a resolution of the shareholders meeting shall be adopted by the majority of the votes represented by the attending shareholders who hold the majority of the Company’s issued shares.

Section 4: Directors and Audit Committee

Article 13: The Company shall have nine to eleven directors, among whom there should be not less than three independent directors making up not less than one-fifth of the total number of directors whose term of office is three years. Election of directors shall adopt the candidate nomination system prescribed in Article 192-1 of the Company Act. All of the directors are elected by the shareholders' meeting from the candidate list of directors , and are eligible for re-election. Independent and non-independent directors shall be elected at the same time, but the quota shall be calculated separately.
The method of candidate nomination and election of directors shall conform to the Company Act, the Securities and Exchange Act, and other relevant rules and regulations. The professional qualifications for, requirements relating to shareholdings of, restrictions on concurrent positions held by, and other compliance matters with respect to independent directors shall conform to relevant rules and regulations.

The aggregate number of shares of nominal stock held by all the directors shall not be less than the percentage stipulated by the competent authority in accordance with law.

The Company shall establish an audit committee and the audit committee or its members shall be responsible for performing the functions and duties of supervisors provided under the Company Act, Securities and Exchange Act and other laws and

58 -

regulations. The composition, convention, duties and meeting rules of the audit committee shall comply with relevant laws and regulations and the Company's rules. The Board of Directors may additionally establish a compensation committee. The professional qualifications of the members, exercise of their duties, organizational rules and relevant matters of the compensation committee shall comply with relevant laws and regulations and the Company's rules. The Board of Directors may also establish other committees with different functions. The organizational rules of those committees shall be stipulated by the Board of Directors.

Article 13-1: The Company may, after the approval of the Board of Directors, in view of the international and local industry standards, purchase liability insurance for directors with respect to the indemnification liabilities that the directors shall be liable resulting from exercising their duties during their terms of office according to law.
Article 14: The Board of Directors shall be formed by directors. The directors shall elect a Chairman of the Board of Directors from among themselves by a majority vote at a meeting attended by two-thirds or more of the directors. The Chairman of the Board of Directors represents the Company. A Vice Chairman may also be elected to assist the Chairman.
Article 14-1:Unless otherwise provided for by law, meetings of the Board of Directors shall be convened by the Chairman of the Board of Directors. When convening a meeting of the Board of Directors, a meeting notice specifying the reasons for convening such meeting shall be sent to each director within the period prescribed by the competent authority in charge of securities law; provided that a meeting may be convened at any time in case of emergency.
The meeting notice set forth in the preceding paragraph may be in writing or by fax or e-mail.
Unless otherwise provided by law, resolutions adopted at a meeting of the Board of Directors must be approved by a majority vote of the directors being present, who shall represent no less than half of the total number of directors. Directors may designate other directors as their proxies to attend the meetings of the Boards of Directors; provided that each director may act as proxy for one other director only. The Board of Directors shall meet at least once every three months.
Article 15: In the case where the Chairman of the Board is on leave or otherwise unable to perform his/her duties, matters conducted on behalf of the Chairman shall be handled in accordance with Article 208 of the Company Act.
Article 16: Remuneration of directors shall be decided by the Board of Directors based on their contribution and involvement in the operations of the Company and by reference to remuneration for similar roles at comparable companies domestically and internationally.
Article 17: The functions and responsibilities of the Board of Directors shall be as follows:
Review operating policies and short- and long- term development plans;
Review annual business plans and supervise its implementation;
Approve budget and review the results at year-end;
Propose capital increase or decrease;
Propose profit distribution or loss make-up plans;
Review, approve, amend and terminate material contracts and contracts relating to procurement, transfer, licensing of important technology and patents and of important technical cooperation;
Propose and review plans in connection with using transfer as security, sale, lease, pledge, mortgage, or other disposal of all or a substantial portion of
59 -

assets of the Company;

Propose and review amendments to the Articles of Incorporation;
Approve organizational by-laws and important operation rules;
Decide the establishment, reorganization, or removal of branches or business offices;
Approve major capital expenditures of NT$500 Million or more (capital expenditures not exceeding the above amount shall be approved by the Chairman of the Board of Directors);
Appoint or remove corporate officials at the level of vice presidents and higher;
Convene shareholders meetings and make business reports;
Examine and approve investment in other enterprises and purchase/sale of stocks of NT$ 500 Million or more (The Chairman is authorized to approve the investment or purchase/sale if the transaction amount is less than NT$500 Million);
Appoint or dismiss auditing certified public accountant of the Company;
Examine and approve the application to financial institutions or third parties for financing, guarantees, providing acceptance of commercial paper, any other extension of credit, and credit lines for derivatives products in an amount of NT$500 Million or more. The Chairman of the Board of Directors is authorized to approve any of the above applications that is in an amount no more than NT$500 Million.
Examine and approve the amount of endorsements, guarantees, and acceptance of commercial paper to be made in the name of the Company;
Examine and approve major business transactions between related parties (including affiliated enterprises);
Perform such other duties and responsibilities prescribed by law or authorized by shareholders meetings.

Where it is necessary and legally permissible, actions listed above may first be approved or conducted by the Chairman of the Board of Directors and later reported to the Board of Directors for recognition. Actions covered by items 11, 14 and 16 above intending for the same purpose shall not be separately contracted, applied for or spent without prior approval.

Article 18: (Deleted)

Section 5: Management

Article 19: The Company may have chief executive officer, vice executive officer, president and several vice presidents according to the resolution of the Board of Directors. Appointment, removal, and remuneration of the chief executive officer, vice executive officer, president and vice presidents shall be handled in accordance with Article 29 of the Company Act. The Board of Directors is authorized to determine the duties and function of the said managers or the Board of Directors may authorize the Chairman of the Board of Directors to determine the duties and functions of the said managers.

Section 6: Accounting

Article 20: The Company's fiscal year shall be from January 1 to December 31 of each calendar year. Final accounting shall be prepared after the end of each fiscal year.
Article 21: After the end of each fiscal year, the Board of Directors shall have the following documents prepared: (1) the business report; (2) the financial statements; and (3) the proposal for distribution of earnings or making up loss, and submit the same for recognition at the annual general shareholders' meeting in accordance with statutory procedures.
60 -

Article 22: From the pre-tax net profit of the current year, before deducting remuneration of employees and remuneration of directors , no more than 1% shall be allocated as remuneration of directors and no less than 1% as remuneration of employees. The remuneration of employees may be distributed in stock or cash upon resolution of the Board of Directors. The distribution of employee and director remuneration shall be reported to the shareholders' meeting.

However, if the Company has accumulated losses, the Company shall first set aside an amount for making up losses, and then allocate remuneration of employees and remuneration of directors according to the percentage set forth in the preceding paragraph.

The Company purchases its stock for transferring such treasury shares, issues employee options, provides pre-emptive right for employees' subscription upon issuing new shares, issues new restricted employee shares, and distributes employee remuneration, to employees of the Company’s controlling or subordinated companies who meet certain criteria, which shall be determined and resolved by the Board of Directors.

Article 23: If the Company has pre-tax profits at the end of the current fiscal year, after paying all taxes and covering all accumulated losses, the Company shall set aside 10% of said earnings as legal reserve. However, legal reserve need not be made when the accumulated legal reserve equals the paid-in capital of the Company. After setting aside or reversing special reserve pursuant to applicable laws and regulations and orders of competent authorities or based on the business needs of the Company, if there is any balance, the Board of Directors may submit a proposal for allocation of the remaining balance and the accumulated undistributed earnings to the shareholders meeting for resolution of distributing bonus and dividends to shareholders.

The Board of Directors shall be authorized to distribute the profit, the legal reserve and the capital reserve mentioned in the preceding paragraph in cash upon resolution by a majority vote at a board meeting attended by two-thirds or more of the directors, and shall report the same to the shareholders’ meeting.

The Company's dividend distribution policy is made in accordance with the Company Act and the Articles of Incorporation in consideration of factors including capital and financial structure, operating status, retained earnings, industry characteristics and economic cycle. The dividends shall be distributed in a steady manner. With respect to distribution of dividends, in consideration of future operation scale and cash flow needs, no less than 30% of the remaining amount of the net profit after tax of the current year, after covering the accumulative losses and setting aside the legal reserve and the special reserve, shall be distributed to shareholders as dividends, which may be distributed in stock dividend or cash dividend (provided, however, that the Company may choose not to pay dividend when the dividend per share does not reach NT$0.1), and the distribution of cash dividend shall not be less than 50% of total dividends, so as to maintain continuous growth.

Article 24: The Company may distribute its profit or make up its losses at the end of each half of a fiscal year. The statements and proposals set forth in Article 21 hereof shall be prepared by and then resolved by the Board of Directors.

The Company, in distributing its profit according to the preceding paragraph, shall estimate and reserve employee and director remuneration and any taxes payable as well as cover any losses and set aside the legal reserve in accordance with to law; provided, however, that where the legal reserve amounts to the total paid-in capital, the legal reserve needs not setting aside. Where the Company distributes the profit in cash, such distribution shall be resolved by the Board of Directors, but where the profit is distributed in the form of newly issued share, such distribution shall be resolved by the shareholders' meeting.

Section 7: Supplementary Regulations

61 -

Article 25: In case of any matters not covered herein, the Company Act shall govern.

Article 26: The organizational rules of the Company shall be separately stipulated.
Article 27: These Articles of Incorporation were enacted on September 1, 1987, and were first amended on November 20, 1987. The second amendment was made on May 23, 1988; the third amendment was made on August 23, 1988; the fourth amendment was made on May 5, 1989; the fifth amendment was made on October 21, 1989; the sixth amendment was made on March 30, 1990; the seventh amendment was made on April 30, 1991; the eighth amendment was made on March 26, 1992; the ninth amendment was made on March 25, 1993; the tenth amendment was made on March 30, 1994; the eleventh amendment was made on March 17, 1995; the twelfth amendment was made on April 9; the thirteenth amendment was made on April 22, 1997; the fourteenth amendment was made on 17 April, 1998; the fifteenth amendment was made on April 23, 1999; the sixteenth amendment was made on April 27, 2000; the seventeenth amendment was made on April 16, 2001; the eighteenth amendment was made on May 17, 2002; the nineteenth amendment was made on May 6, 2003; the twentieth amendment was made on June 10, 2005; the twenty-first amendment on June 9, 2006; the twenty-second amendment was made on April 30, 2008; the twenty-third amendment was made on June 18, 2010. The twenty-fourth amendment was made on June 22, 2011; and the twenty-fifth amendment was made on June 19, 2013; and the twenty-sixth amendment was made on June 16, 2016; the twenty-seventh amendment was made on June 13 2017 ; the twenty-eighth amendment was made on June 11, 2018 and the twenty-ninth amendment was made on June 14, 2019 ; and the thirtieth amendment was made on August 12, 2021 and shall become effective after approval by a resolution of the shareholders meeting. Any subsequent amendments to these Articles of Incorporation shall follow the same procedure.
62 -

AI assistant

WEC — AGM Information 2021

52017_rns_2021-08-27_38a5d2fd-9270-4587-a1a3-582bef53d60d.pdf

Winbond Electronics Corporation Minutes of 2021 Annual General Meeting of Shareholders[1]

(English Translation)

Attendees ：

Matters to be reported

Matters to be recognized and discussed

Motion 2 : (proposed by the Board of Directors)

Statement of Profit Distribution

Chairman: Arthur Yu-Cheng Chiao

Motion 4 : (proposed by the Board of Directors)

Motion 5 : (proposed by the Board of Directors)

Meeting Adjourned. (10:01 a.m.).

Attachment

Winbond Electronics Corporation 2020 Business Report

Financial Performance

Market and Product Applications

Corporate Development

Capacity Planning

Product Innovation and Technology Development

Honors and Awards

Future Outlook

WINBOND ELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

WINBOND ELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

WINBOND ELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

WINBOND ELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

WINBOND ELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

WINBOND ELECTRONICS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

WINBOND ELECTRONICS CORPORATION

BALANCE SHEETS DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

WINBOND ELECTRONICS CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

WINBOND ELECTRONICS CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

WINBOND ELECTRONICS CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Business Combination

Other Matter

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

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Occurrence of Sales Revenues

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

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

Audit Committee’s Review Report

Winbond Electronics Corporation

Shareholdings of All Directors

Winbond Electronics Corporation (the "Company") Comparison table of the articles of incorporation

Winbond electronics corporation (the "company") Comparison table of the rules governing the conduct of shareholders meeting

WINBOND ELECTRONICS CORPORATION (The "Company") Rules Governing Election Of Directors

Winbond Electronics Corporation (hereinafter the "Company") "Rules Governing Election of Directors "

Article 1

Article 2

Article 3

Article 4

Article 5

Article 6

Article 7

Article 8

Article 9

Article 10

Winbond Electronics Corporation (the "Company") Comparison Table of the Procedures for Endorsements and Guarantees

I. PURPOSE

WEC AGM Information 2021

Attendees `：`

(1) Chairman `：` Arthur Yu-Cheng Chiao

`(2` ) Vice Chairman `：` Tung-Yi Chan

`(3` ) Independent Director `：` Jerry Hsu

(4) Corporate director ( Representative `：` Yuan-Mou Su)