Winmate — AGM Information 2021

Dec 14, 2021

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Stock Code ： 3416

WINMATE INC.

Handbook for the 2021

Annual General Shareholders Meeting

May 28, 2021

Winmate Inc.

Procedure for the 2021 General Shareholders’

Meeting

1. Call the Meeting to Order

1. Chairperson Remarks

3. Report Items

4. Acknowledgement Items

1. Discussion Items

6. Extemporary Motions

7. Adjournment

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I. Agenda of Annual Meeting

Winmate Inc.

Agenda of 2021 General Shareholders’ Meeting

Meeting Time ： 9 ： 00 a.m. on May 28 (Friday), 2021

Meeting Place ： 9F, No.111-6, Shing-De Rd., San-Chung District, New Taipei City, Taiwan.

1. Call the Meeting to Order

2. Chairperson Remarks

3. Report Items

• (1) The 2020 Business Report

• (2) Supervisor’s Review Report on the 2020 Financial Statements

• (3) 2020 Employees’ and Directors’ Remuneration Proposal

• (4) Issue of the domestic second unsecured convertible Bonds.

• (5) Amendment to the Company’s “Codes of Ethical Conduct”

• (6) Amendment to the Company’s “Corporate Social Responsibility Best Practice Principles”

• (7) Amendment to the Company’s “Procedures for Ethical Management and Guidelines for Conduct”

4. Acknowledgement Items

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

• (2) Adoption of the Proposal for Distribution of 2020 Profits

5. Discussion Items

• (1) Proposal for cash dividends distributed from capital surplus.

6. Extemporary Motions

7. Adjournment

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1. Report Items

Report No.1

Cause of action ：The 2020 Business Reports.

Explanation ：The 2020 Business Report is attached as Attachment I. (P7~P8)

Report No.2

Cause of action ：Supervisor’s Review Report on the 2020 Financial Statements. Explanation ：The Supervisor’s Review Report is attached as Attachment II. (P9)

Report No.3

• Cause of action ：2020 Employees’ and Directors’ Remuneration Proposal Explanation ：(1)Pursuant to Article 23 of the Company’s Articles of Incorporation, in consideration of the Company’s overall business operations, it is recommended to appropriate an amount of NT$34,790,742 as bonus to employees and NT$5,421,270 as remuneration to directors paid in cash from the net income of 2020.

• (2)The distribution above is resolved by the Company’s Remuneration Committee and the Board of Directors.

Report No.4

Report No.4	Report No.4	Report No.4
Cause of action：Issue of the domestic second unsecured convertible Bonds. Explanation：In order to construct the Company’s headquarters building for future development, the Company issued domestic second unsecured convertible Bonds, details as follows. Series Domestic second Unsecured Convertible Bonds Approved date by the Board of Director November 3, 2020 Reasons to raise Construction of headquarters building Date of Approval December 24,2020 Date of Issuance March 22,2021 Date of Expire March 22,2024 Total Issuance Amount NT$500,000,000 Face value NT$100,000 Conversionprice NT$80per share Conversionperiod From June 23,2021 to March 22,2024 Coupon rate 0% Principalpayment 100%principal repayment upon maturity
	Series	Domestic second Unsecured Convertible Bonds
	Approved date by the Board of Director	November 3, 2020
	Reasons to raise	Construction of headquarters building
	Date of Approval	December 24,2020
	Date of Issuance	March 22,2021
	Date of Expire	March 22,2024
	Total Issuance Amount	NT$500,000,000
	Face value	NT$100,000
	Conversionprice	NT$80per share
	Conversionperiod	From June 23,2021 to March 22,2024
	Coupon rate	0%
	Principalpayment	100%principal repayment upon maturity

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Report No.5

Cause of action ：Amendment to the Company’s “Codes of Ethical Conduct”

• Explanation ：(1)In order to comply with the articles’ modifications of Guidelines for the Adoption of Codes of Ethical Conduct for TWSE/GTSM Listed Companies, the Company hereby proposes to amend the “Codes of Ethical Conduct ”

• (2)Please refer to Attachment III for Comparison Table for Articles in the “Codes of Ethical Conduct ”.(P10~P11)

Report No.5

• Cause of action ：Amendment to the Company’s “Corporate Social Responsibility Best Practice Principles”

• Explanation ：(1)In order to comply with the articles’ modifications of Corporate Social Responsibility Best Practice Principles for TWSE/GTSM Listed Companies, the Company hereby proposes to amend the “Corporate Social Responsibility Best Practice Principles”

• (2)Please refer to Attachment IV for Comparison Table for Articles in the “Corporate Social Responsibility Best Practice Principles”.(P12~P14)

Report No.7

• Cause of action ：Amendment to the Company’s “Procedures for Ethical Management and Guidelines for Conduct ”.

• Explanation ：(1)In order to fully implement a policy of ethical management and comply with the articles’ modifications of Procedures for Ethical Management and Guidelines for Conduct , the Company hereby proposes to amend the “Procedures for Ethical Management and Guidelines for Conduct ”.

• (2)Please refer to Attachment V for Comparison Table for Articles in the “Procedures for Ethical Management and Guidelines for Conduct ”.(P15~P19)

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2. Acknowledgement Items

Acknowledgement 1 ：

Cause of action ：Adoption of 2020 Business Report and Financial Statements

Explanation ：(1) The 2022 business report and standalone financial statements. (including consolidated financial statements) were composed by the Board of Directors. The Company’s financial statements were audited by independent auditors, Mr. Hung, Mao-Yi and Ms. Lo, Hsiao-Ching, of Ernst & Young Accounting Firm and were reviewed by the Supervisors along with the business report with a written audit report issued.

• (2)Please refer to the Company’s Business Report, Independent Auditor’s Report, and Financial Statements

Resolution ：

Acknowledgement 2 ：

Cause of action ：Adoption of the Proposal for Distribution of 2020 Profits. Explanation ：(1) For 2020, the unappropriated retained earnings after adjustment is TWD 86,184,983, plus 2020 net income of TWD 256,062,474, and set aside legal reserve of TWD 25,562,383, and accrue special reserve of TWD 9,230,146, the total unappropriated retained earnings is TWD 307,454,928.

(2)2020 Profit Distribution of cash dividend totaling in TWD 217,403,841 (NT$3 per share), the distributions of cash dividend is calculated to the dollar. The total amount of the odd shares with a distribution of less than NT$1 will be booked as the other income of the Company. Once the motion has been approved during the shareholders’ meeting, a request shall be raised simultaneously to authorize the Chairman to set baseline date and payment date for cash dividends.

(3)If there is any change in the yield rate as a result of any change in the Company’s outstanding shares, a request is to be made in the shareholders’ meeting having the Chairman authorized to handle matters related to the changes. Resolution ：

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3. Discussion Items

Discussion 1 ：

Cause of action ：Proposal for cash dividends distributed from capital surplus.

• Explanation ：(1)The Company plans to appropriate NT$72,467,947 from capital surplus, which is from the amount derived from the issuance of new shares at a premium, based on the shareholding ratio of shareholders listed on Shareholders’ Rosters on the ex-dividend date, with a dividend of NT$1 per share to be distributed. The distributions of cash dividend from capital surplus is calculated to the dollar. The total amount of the odd shares with a distribution of less than NT$1 will be booked as the other income of the Company.

• (2)If there is any change in the yield rate as a result of any change in the Company’s outstanding shares, a request is to be made in the shareholders’ meeting having the Chairman authorized to handle matters related to the changes.

• (3)Once the motion has been approved during the shareholders’ meeting, a request shall be raised simultaneously to authorize the Chairman to set baseline date and payment date for cash dividends.

Resolution ：

4. Extemporary Motions

5. Adjournment

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II. Attachments

〈Attachment I〉

Letter to Shareholders

Dear Shareholders,

At the time of publication, much of the world has been afflicted by a new coronavirus pandemic (COVID-19) that disrupts society in dramatic ways. Governments have imposed isolation policies on billions of people, requiring an immediate transition to home-based working, entertainment, education, and communication. A strong impact on the original economic activities, the global economy is facing the worst recession since the Great Depression of the United States in the 1930s.Looking ahead to 2021, the world economy was seriously affected by the US-China trade war and a steep rise in the cost of raw materials, which have caused a turbulent economic environment and weakened overall confidence in market investment. Despite the difficulties and challenges in the business environment, Winmate Inc. achieved annual revenue and gross profit thanks to our Winmate Inc. colleagues' joint efforts. Winmate Inc. is now one of the industry leaders in the global rugged computing industry.

In terms of operating results, Winmate's global consolidated revenue amounted to NTD$1,845,525 in 2020. Operating profit was NTD1,665,595, increasing 10.8% year-over-year. The gross margin was 36.93 %, fell to 34.94 percent, with a combined net profit after tax of NTD$256,062 last year, an increase of 6.16 percent over the previous year's NTD$241,211, and an after-tax surplus of $3.55 per share.

The Company has completed medical-grade tablets, display application equipment, and intelligent factory automation production equipment, military, marine aerospace, as well as petrochemicals explosion-proof C1D2/ATEX/IECEx certified products, such as a variety of vehicle inspection applications, including stackers, truck multi-function box pcs and computer installation design, can reduce delivery time and human error, and thus improve logistics operation. Rugged vehicle mount computer including IP65 dust, water proof, MIL-STD-810 and vibration test certification and a temperature of -20 to 60 degrees C to provide a rich interconnect interface, to provide accurate and correct security detection. In military applications, a new 4K-UHD display has been developed to import capacitive touch panels. In the past six months, Winmate inc. will complete the rugged product line and vertical integration application to meet the target market focus needs in the public safety application, a new layout into the next generation of fully rugged 13.3" and 14" laptop computers.

Over the past 25 years, Winmate Inc. has specialized in the research, development, and production of rugged industrial computers. Winmate Inc. products are widely used in areas covering the automotive, petrochemical, warehouse and logistics, IoT, marine, aerospace, public safety, military, and healthcare industries. Besides being certified by international quality systems including ISO 9001 quality management system, ISO 14001 environmental management system, IECQ QC080000 hazardous substances process management system,

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ISO 14064-1 greenhouse gas verification, CG6004/6006 Corporate governance system evaluation, ISO 13485 medical device quality management system, IEC80079-34 explosion-proof product management system certification. Since 2020Q2, To ensure the compliance of medical products in the U.S. market, Winmate Inc. promotes the U.S. QSR quality system regulations into ISO 13485 management and complete the system revision to a sustainable excellent management system to meet customer needs.

As one of the first companies to start manufacturing industrial displays and touch screen devices, the Company has continued to refine its signature 'rugged' technology and engineering expertise to create high-performance products, including Rugged Tablet PCs, Panel PCs, Embedded Applications, Industrial Display Solutions, Vehicle Mounted Computers, Military/Marine Grade Solutions, and Ultra-Rugged Tablet PCs. Asides from developing hardware for ODM/OEM and system integrators worldwide, Winmate Inc. also specializes in customized solutions for unique industrial applications as per customer. We have accumulated numerous patents and over 50 licenses throughout the years, which results in 30 newly-developed products every year. To prioritize technological ingenuity, Winmate's R&D network span four major geo-locations (Europe, U.S, Asia, and the Pacific) to meet each specific region's demands.

Winmate was founded about 25 years ago, and we look forward to adding even more value to the industry by focusing our contributions on sustainable technological development, environmental protection, and improved social welfare with our automated solutions. Our goal is to grow at a pace where our customers' interests are never compromised, meaning we must do everything we can to overcome the challenges of a saturated market and propel the Company towards further success in the coming decades. Looking towards the future, Winmate will continue to develop innovative products to sustain the Company's competitiveness – all while investing more in environmental sustainability, corporate social responsibility, and labor welfare. Serving diverse industries over the years, Winmate Inc. is dedicated to maintaining our long-term strategic vision regardless of the challenges ahead. We thank all of our loyal clients, shareholders, and partners for your years of support. Winmate's management team continues to work alongside our colleagues, leading the Company as a model enterprise, influencing the world for the better, and providing a positive impact on our environment and society.

Sincerely yours,

Chairman ： Ken Lu

President ： Allan Lin

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〈Attachment II〉

Supervisor’s Review Report

To：The 2020 Annual Shareholders’ Meeting of Winmate Inc.

The Board of Directors has prepared the Corporation’s 2020 business report, proposal of profit distribution, and financial statements (including parent company only and consolidated statements). The Corporation‘s financial statements were audited by Certified Public Accountants, Mr. Hung, Mao-Yi and Ms. Lo, Hsiao-Ching of Ernst & Young Accounting Firm. The above business report, financial statements and the proposal of profit distribution have been examined and determined to be correct and accurate by the Supervisors of Winmate Inc. This report is duly submitted in accordance with Article 219 of the Company Act.

Supervisor：Tsai, Shih-Yang Supervisor：Wang, Wei-Sheng Supervisor：Pang, Yu-Ching

February 25, 2021

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〈Attachment III〉

Winmate Inc.

Comparison Table for Articles in the “Codes of Ethical Conduct”

After amendment

Article 2 Content of the code

Taking its individual circumstances and needs into consideration, a the company shall adopt a code of ethical conduct that addresses at least the following eight matters:

1.Prevention of conflicts of interest: Conflicts of interest occur when personal interest intervenes or is likely to intervene in the overall interest of the company, as for example when a director, supervisor, or managerial officer of the company is unable to perform their duties in an objective and efficient manner, or when a person in such a position takes advantage of their position in the company to obtain improper benefits for either themselves or their spouse, or relatives within the second degree of kinship. The company shall pay special attention to loans of funds, provisions of guarantees, and major asset transactions or the purchase (or sale) of goods involving the affiliated enterprise at which a director, supervisor, or managerial officer works. The company shall establish a policy aimed at preventing conflicts of interest, and shall offer appropriate means for directors, supervisors, and managerial officers to voluntarily explain whether there is any potential conflict between them and the company.

• 2~3 omitted

7.Encouraging reporting on illegal or unethical activities:

The company shall raise awareness of ethics internally and encourage employees to report to a company supervisor, managerial officer, chief internal auditor, or other appropriate individual upon suspicion or discovery of any activity in violation of a law or regulation or the code of ethical conduct. To encourage

Before amendment Remark Article 2 Content of the code In Taking its individual circumstances and accordance needs into consideration, a the company with shall adopt a code of ethical conduct that Taiwan addresses at least the following eight government matters: updated 1.Prevention of conflicts of interest: regulations Conflicts of interest occur when personal and for the interest intervenes or is likely to intervene operation in the overall interest of the company, as needs of for example when a director, supervisor, the or managerial officer of the company is company. unable to perform their duties in an objective and efficient manner, or when a person in such a position takes advantage of their position in the company to obtain improper benefits for either themselves or their spouse, parents, children, or relatives within the third degree of kinship. The company shall pay special attention to loans of funds, provisions of guarantees, and major asset transactions or the purchase (or sale) of goods involving the affiliated enterprise at which a director, supervisor, or managerial officer works. The company shall establish a policy aimed at preventing conflicts of interest, and shall offer appropriate means for directors, supervisors, and managerial officers to voluntarily explain whether there is any potential conflict between them and the company.

2~3 omitted

• 7.Encouraging reporting on illegal or unethical activities:

The company shall raise awareness of ethics internally and encourage employees to report to a company supervisor, managerial officer, chief internal auditor, or other appropriate individual upon suspicion or discovery of any activity in violation of a law or regulation or the code of ethical conduct. To encourage

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employees to report illegal conduct, the employees to report illegal conduct, the company shall establish a concrete company shall establish a concrete whistle-blowing system including allow whistle-blowing system and make anonymous reporting and make employees aware that the company will employees aware that the company will use its best efforts to ensure the safety of use its best efforts to ensure the safety of informants and protect them from whistleblowers and protect them from reprisals. reprisals. 8.Disciplinary measures: 8.Disciplinary measures: When a director, supervisor, or When a director, supervisor, or managerial officer violates the code of managerial officer violates the code of ethical conduct, the company shall handle ethical conduct, the company shall handle the matter in accordance with the the matter in accordance with the disciplinary measures prescribed in the disciplinary measures prescribed in the code, and shall without delay disclose on code, and shall without delay disclose on the Market Observation Post System the Market Observation Post System (MOPS) the job title, name and the date of (MOPS) the date of the violation by the the violation by the violator, reasons for violator, reasons for the violation, the the violation, the provisions of the code provisions of the code violated, and the violated, and the disciplinary actions disciplinary actions taken. It is advisable taken. It is advisable that the company that the company establish a relevant establish a relevant complaint system to complaint system to provide the violator provide the violator with remedies. with remedies. Article 3 Procedures for exemption Article 3 Procedures for exemption In The code of ethical conduct adopted The code of ethical conduct adopted accordance by the company must require that any by the company must require that any with exemption for directors, supervisors, or exemption for directors, supervisors, or Taiwan managerial officers from compliance with managerial officers from compliance with government the code be adopted by a resolution of the the code be adopted by a resolution of the updated board of directors, and that information board of directors, and that information regulations on the date on which the board of on the title and name of the exempted and for the directors adopted the resolution for person ,the date on which the board of operation exemption, objections or reservations of directors adopted the resolution for needs of independent directors, and the period of, exemption, and the period of, reasons for, the reasons for, and principles behind the and principles behind the application of company. application of the exemption be disclosed the exemption be disclosed without delay without delay on the MOPS, in order that on the MOPS, in order that the the shareholders may evaluate the shareholders may evaluate the appropriateness of the board resolution to appropriateness of the board resolution to forestall any arbitrary or dubious forestall any arbitrary or dubious exemption from the code, and to exemption from the code, and to safeguard the interests of the company by safeguard the interests of the company by ensuring appropriate mechanisms for ensuring appropriate mechanisms for controlling any circumstance under which controlling any circumstance under which such an exemption occurs. such an exemption occurs.

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〈Attachment IV〉

Winmate Inc.

Comparison Table for Articles in the “Corporate Social Responsibility Best Practice Principles”

	After amendment		Before amendment	Before amendment	Remark
	Article 3 In fulfilling corporate social responsibility initiatives, the Company shall, in its corporate management guidelines and business operations, give due consideration to the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society and corporate governance. The Company shall, in accordance		Article 3 In fulfilling corporate social responsibility initiatives, the Company shall, in its corporate management guidelines and business operations, give due consideration to the rights and interests of stakeholders and, while pursuing sustainable operations and profits, also give due consideration to the environment, society and corporate governance.		In accordance with Taiwan government updated regulations and for the operation needs of the company.
	with the materiality principle, conduct risk
	assessments of environmental, social and corporate governance issues pertaining to company operations and establish the relevant risk management policy or strategy.
	Article 17 The Company are advised to assess the current and future potential risks and opportunities that climate change may		Article 17 The Company are advised to adopt standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall include the following: 1.Direct greenhouse gas emissions: emissions from operations that are owned or controlled by the company. 2.Indirect greenhouse gas emissions:		In accordance with Taiwan government updated regulations and for the operation needs of the company.
	present to enterprises and to adopt climate
	related measures. The Company are advised to adopt standards or guidelines generally used in Taiwan and abroad to enforce corporate greenhouse gas inventory and to make disclosures thereof, the scope of which shall include the following: 1.Direct greenhouse gas emissions: emissions from operations that are owned or controlled by the company. 2.Indirect greenhouse gas emissions: emissions resulting from the generation of externally purchased or acquired electricity, heating, or steam. The Company are advised tocompile statistics on greenhouse gas emissions, volume of water consumption and total weight of waste and to establishpolicies
			emissions resulting from the generation of externally purchased or acquired electricity, heating, or steam. The Company are advised tomonitor
				monitor
			the impact of climate change on their operations and should establish company strategies for energy conservation and carbon and greenhouse gas reduction
			basedupon their operations and the result
			of a greenhouse gas inventory .Such
			strategies should include obtaining carbon
			credits to promote andminimize the

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for energy conservation, carbon and impact of their business operations on greenhouse gas reduction, reduction of climate change. water consumption or management of other wastes. The Companies' carbon reduction strategies should include obtaining carbon credits and be promoted accordingly to minimize the impact of their business operations on climate change. Article 21 Article 21 In The Company are advised to create an The Company are advised to create an accordance environment conducive to the environment conducive to the with development of their employees' careers development of their employees' careers Taiwan and establish effective training programs and establish effective training programs government to foster career skills. to foster career skills. updated The Company shall establish and The Company shall appropriately regulations implement reasonable employee welfare reflect the company business performance and for the measures (including remuneration, leave or achievements in the employee operation and other welfare etc.) and appropriately remuneration policy, to ensure the needs of reflect the business performance or recruitment, retention, and motivation of the achievements in the employee human resources, and achieve the company. remuneration, to ensure the recruitment, objective of sustainable operations. retention, and motivation of human resources, and achieve the objective of sustainable operations. Article 24 Article 24 In The Company shall ensure the quality The Company shall ensure the accordance of their products and services by following quality of their products and services by with the laws and regulations of the following the laws and regulations of Taiwan government and relevant standards of their the government and relevant standards government industries. of their industries. updated The Company shall follow relevant The Company shall follow relevant regulations laws, regulations and international laws, regulations and international and for the guidelines in regard to customer health guidelines when marketing or labeling operation and safety and customer privacy involved their products and services and shall not needs of in, and marketing and labeling of, their deceive, mislead, commit fraud or the products and services and shall not engage in any other acts which would company. deceive, mislead, commit fraud or engage betray consumers' trust or damage in any other acts which would betray consumers' rights or interests. consumers' trust or damage consumers' rights or interests. Article 26 Article 26 In The Company are advised to assess the The Company are advised to assess accordance impact their procurement has on society as the impact their procurement has on with well as the environment of the community society as well as the environment of the Taiwan that they are procuring from, and shall community that they are procuring from, government cooperate with their suppliers to jointly and shall cooperate with their suppliers updated implement the company social to jointly implement the corporate social regulations responsibility initiative. responsibility initiative. and for the

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The Company are advised to establish Prior to engaging in commercial operation supplier management policies and request dealings, the Company are advised to needs of suppliers to comply with rules governing assess whether there is any record of a the issues such as environmental protection, supplier's impact on the environment company. occupational safety and health or labor and society, and avoid conducting rights. Prior to engaging in commercial transactions with those against corporate dealings, the Company are advised to social responsibility policy. assess whether there is any record of a When the Company enter into a supplier's impact on the environment and contract with any of their major society, and avoid conducting transactions suppliers, the content should include with those against corporate social terms stipulating mutual compliance responsibility policy. with corporate social responsibility When the Company enter into a policy, and that the contract may be contract with any of their major suppliers, terminated or rescinded any time if the the content should include terms supplier has violated such policy and stipulating mutual compliance with has caused significant negative impact corporate social responsibility policy, and on the environment and society of the 。 that the contract may be terminated or community of the supply source. rescinded any time if the supplier has violated such policy and has caused significant negative impact on the environment and society of the community of the supply source.

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〈Attachment V〉

Winmate Inc.

Comparison Table for Articles in the “Procedures for Ethical Management and Guidelines for Conduct”

	After amendment	After amendment	After amendment		Before amendment	Before amendment	Remark
	Article 5 (Responsible unit and duties) This Company shall designate theEthical				Article 5 (Responsible unit and duties)		In accordance with Taiwan government updated regulations and for the operation needs of the company.
	This Company shall designate the				This Company shall designate the	General
	Management Working Group as the solely				Accounting Department as the solely
	responsible unit (hereinafter, "responsible				responsible unit (hereinafter, "responsible
	unit") under the board of directorsand provide it with sufficient resources and				unit") under the board of directors and in
					charge of the amendment, implementation,
	competent personne lto be in charge of the				interpretation, and advisory services with respect to these Procedures and Guidelines, the recording and filing of reports, and the monitoring of
	amendment, implementation, interpretation, and advisory services with respect to these Procedures and Guidelines, the recording and filing of reports, and the monitoring of
					implementation. The responsible unit shall
					be in charge of the following matters and
	implementation. The responsible unit shall				also submit regular reports to the board of
	be in charge of the following matters and				directors: 1.Assisting in incorporating ethics and moral values into the Company 's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations.
	also submit regular reports		(at least once a
	year) to the board of directors: 1.Assisting in incorporating ethics and moral values into the Company 's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations.
		appropriate prevention measures against
		corruption and malfeasance to ensure ethical management in compliance with
		the requirements of laws and regulations.			2.Adopting programs to prevent unethical
	2	.Analysing and assessing the risks of unethical conduct within the business			conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to the Company 's operations and business. 3.Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct. 4.Promoting and coordinating awareness
		scope on a regular basis and accordingly
		adopting programs to prevent unethical
		conduct and setting out in each program
					and educational activities with respect to ethics policy. 5.Developing a whistle-blowing system and ensuring its operating effectiveness. 6.Assistingthe board of directors and
	and educational activitieswith respect to

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	ethics policy. 5.Developing a whistle-blowing system and ensuring its operating effectiveness. 6.Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures. 7.Preparing and retaining properly documented information such as ethical management policy and compliance statements, situations concerning the performance of undertakings and enforcement etc.	ethics policy. 5.Developing a whistle-blowing system and ensuring its operating effectiveness. 6.Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures. 7.Preparing and retaining properly documented information such as ethical management policy and compliance statements, situations concerning the performance of undertakings and enforcement etc.	management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures
	7
	Article 5 (Recusal)		Article 5 (Recusal) When the Company’s director , supervisor, officer or other stakeholder attending or present at a board meeting, or the juristic person represented thereby, has a stake in aproposal at the meeting , that director, supervisor, officer or stakeholder shall state the important aspects of the stake in the meeting and, where there is a likelihood that the interests of the Company would be prejudiced, may not participate in the discussion or vote on that proposal, shall recuse himself or herself from any discussion and voting, and may not exercise voting rights as proxy on behalf of another director. The directors shall exercise discipline among themselves, and may not support each other in an inappropriate manner. If in the course of conducting company business, any personnel of the Company discovers that a potential conflict of interest exists involving themselves or the juristic person that they represent, or that they or their spouse, parents, children, or a person with whom they have a relationship of interest is likely to obtain improper benefits, the personnel shall report the relevant matters to both his or her immediate supervisor and the responsible unit, and the immediate supervisor shallprovide thepersonnelwith	In accordance with Taiwan government updated regulations and for the operation needs of the company.
	When a director , supervisor, officer or
	other stakeholder of the Company
	attending or present at a board meeting, or
	the juristic person represented thereby, has
	a stake ina matter under discussion in the meeting , that director, supervisor, officer or stakeholder shall state the important aspects of the stake in the meeting and, where there is a likelihood that the interests of the Company would be prejudiced, may not participate in the discussion or vote on that proposal, shall recuse himself or herself from any discussion and voting, and may not exercise voting rights as proxy on behalf of another director. The directors shall
	exercise discipline among themselves, and
	may not support each other in an
	inappropriate manner.	Where the spouse, a
	blood relative within the second degree of
	kinship of a director, or any company which has a controlling or subordinate
	relation with a director has interests in the
	matters under discussion in the meeting of
	the preceding paragraph, such director
	shall be deemed to have a personal interest
	in the matter.
	If in the course of conducting company
	business, any personnel of the Company discovers that a potential conflict of
	interest exists involvingthemselves or the

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juristic person that they represent, or that proper instructions. No personnel of the they or their spouse, parents, children, or a Company may use company resources person with whom they have a relationship on commercial activities other than those of interest is likely to obtain improper of the Company, nor may any personnel's benefits, the personnel shall report the job performance be affected by his or her relevant matters to both his or her involvement in the commercial activities immediate supervisor and the responsible other than those of the Company. unit, and the immediate supervisor shall provide the personnel with proper instructions. No personnel of the Company may use company resources on commercial activities other than those of the Company, nor may any personnel's job performance be affected by his or her involvement in the commercial activities other than those of the Company. Article 13 (Prohibition against unfair (Prohibition against unfair Article13 (Prohibition against disclosure (Prohibition against disclosure competition) of confidential information) The Company shall follow the Fair The Company shall follow the Fair Trade Act and applicable competition laws Trade Act and applicable competition laws and regulations when engaging in business and regulations when engaging in business activities, and may not fix prices, make activities, and may not fix prices, make rigged bids, establish output restrictions or rigged bids, establish output restrictions or quotas, or share or divide markets by quotas, or share or divide markets by allocating customers, suppliers, territories, allocating customers, suppliers, territories, or lines of commerce.. or lines of commerce.. Article 21 (Handling of unethical conduct Article21 (Handling of unethical conduct by personnel of the Company) by personnel of the Company n) As an incentive to insiders and As an incentive to insiders and outsiders for informing of unethical or outsiders for informing of unethical or unseemly conduct. Insiders having made a unseemly conduct. Insiders having made a false report or malicious accusation shall false report or malicious accusation shall be subject to disciplinary action and be be subject to disciplinary action and be removed from office if the circumstance removed from office if the circumstance concerned is material. concerned is material.

Article 13 (Prohibition against unfair (Prohibition against unfair Article13 (Prohibition against disclosure (Prohibition against disclosure In accordance competition) of confidential information) with Taiwan The Company shall follow the Fair The Company shall follow the Fair government Trade Act and applicable competition laws Trade Act and applicable competition laws updated and regulations when engaging in business and regulations when engaging in business regulations activities, and may not fix prices, make activities, and may not fix prices, make and for the rigged bids, establish output restrictions or rigged bids, establish output restrictions or operation quotas, or share or divide markets by quotas, or share or divide markets by needs of the allocating customers, suppliers, territories, allocating customers, suppliers, territories, company. or lines of commerce.. or lines of commerce.. Article 21 (Handling of unethical conduct Article21 (Handling of unethical conduct In accordance by personnel of the Company) by personnel of the Company n) with Taiwan As an incentive to insiders and As an incentive to insiders and government outsiders for informing of unethical or outsiders for informing of unethical or updated unseemly conduct. Insiders having made a unseemly conduct. Insiders having made a regulations false report or malicious accusation shall false report or malicious accusation shall and for the be subject to disciplinary action and be be subject to disciplinary action and be operation removed from office if the circumstance removed from office if the circumstance needs of the concerned is material. concerned is material. company. The Company shall internally establish The Company shall internally establish and publicly announce on its website and and publicly announce on its website and the intranet, or provide through an the intranet, or provide through an independent external institution, an independent external institution, an independent mailbox or hotline, for independent mailbox or hotline, for insiders and outsiders of the Company to Company insiders and outsiders to submit submit reports. A whistleblower shall at reports. A whistleblower shall at least least furnish the following information: furnish the following information: 1.the whistleblower's name and I.D. 1.the whistleblower’s name and I.D. number (whistleblowing reports may be number, and an address, telephone submitted anonymously), and an number and e-mail address where it can address, telephone number and e-mail be reached. address where it can be reached. 2.the informed party's name or other

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2.the informed party's name or other information sufficient to distinguish its identifying features. 3.specific facts available for investigation. Personnel of the Company n handling whistle-blowing matters shall represent in writing they will keep the whistleblowers' identity and contents of information confidential. The Company also undertakes to protect the whistleblowers from improper treatment due to their whistleblowing. The responsible unit of the Company shall observe the following procedure in handling whistleblowing matters: 1.An information shall be reported to the department head if involving the rank and file and to an independent director or supervisor if involving a director or a senior executive. 2.The responsible unit of the Company and the department head or personnel being reported to in the preceding subparagraph shall immediately verify the facts and, where necessary, with the assistance of the legal compliance or other related department. 3.If a person being informed of is confirmed to have indeed violated the applicable laws and regulations or the Company 's policy and regulations of ethical management, the Company shall immediately require the violator to cease the conduct and shall make an appropriate disposition. When necessary, the Company willreport to the competent authority, refer said person to judicial authority for investigation, or institute legal proceedings and seek damages to safeguard its reputation and its rights and interests. 4.Documentation of case acceptance, investigation processes and investigation results shall be retained for five years and may be retained electronically. In the event of a suit in respect of the whistleblowing case before the retention period expires, the relevant information shall continue to be retained until the	information sufficient to distinguish its identifying features. 3.specific facts available for investigation. Company personnel handling whistle-blowing matters shall represent in writing they will keep the whistleblowers’ identity and contents of information confidential. The Company also undertakes to protect the whistleblowers from improper treatment due to their whistle-blowing. The responsible unit of the Company shall observe the following procedure: 1.An information shall be reported to the department head if involving the rank and file and to an independent director or supervisor if involving a director or a senior executive. 2.The responsible unit of the Company and the department head or personnel being reported to in the preceding subparagraph shall immediately verify the facts and, where necessary, with the assistance of the legal compliance or other related department. 3.If a person being informed of is confirmed to have indeed violated the applicable laws and regulations or the Company 's policy and regulations of ethical management, the Company shall immediately require the violator to cease the conduct and shall make an appropriate disposition. When necessary, the Company will institute legal proceedings and seek damages to safeguard its reputation and its rights and interests. 4.Documentation of case acceptance, investigation processes and investigation results shall be retained for five years and may be retained electronically. In the event of a suit in respect of the whistleblowing case before the retention period expires, the relevant information shall continue to be retained until the conclusion of the litigation. 5.With respect to a confirmed information, the Company shall charge relevant units with the task of reviewingthe internal

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conclusion of the litigation.

• 5.With respect to a confirmed information, the Company shall charge relevant units with the task of reviewing the internal control system and relevant procedures and proposing corrective measures to prevent recurrence.

• 6.The responsible unit of the Company shall submit to the board of directors a report on the whistleblowing case, actions taken, and subsequent reviews and corrective measures.

control system and relevant procedures and proposing corrective measures to prevent recurrence.

• 6.The responsible unit of the Company shall submit to the board of directors a report on the whistleblowing case, actions taken, and subsequent reviews and corrective measures.

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III. Appendices

〈Appendix I〉

Winmate Inc. Articles of Incorporation

Chapter 1 General Rules

• Article 1 ：The Company was organized in accordance with the provisions of the Company Law and was known as WINMATE INC..

• Article 2 ：The Company’s business operation is as follows:

• 1.CC01080 Electronic Components Manufacturing

• 2.CC01060 Wire communications machinery and equipment manufacturing

• CC01070 Wireless communications machinery and equipment manufacturing

• E605010 Computer equipment installation industry

• F113070 Telecommunications equipment wholesale

• I301030 Electronic information supply services

• F401010 International trade

• CC01101 RF controlled telecommunications equipment manufacturing

• F401021 RF controlled telecommunications equipment importing

• CD01010 Ship and its parts manufacturing

• F114060 Ship and parts wholesale

• ZZ99999 In addition to the licensed businesses, may conduct other businesses that are not prohibited or restricted.

• Article 3 ：The Company’s headquarters is in New Taipei City and may setup offshore branches with the resolution of the board of directors.

• Article 4 ：The Company’s reinvestment is not subject to the limit of 40% of its paid-in capital of the Company Act and with the board of directors authorized to execute it.

• Article 5 ：The Company may provide guarantee as necessary for the business.

• Article 6 ：The Company may have announcements made in accordance with Article 28 of the Company Law.

• Article 6-1：If the company intends to dismiss its public listing status, it must submit the resolutions of the shareholders' meeting.

Chapter 2 Shares

• Article 7 ：The Company’s total capital is NT$ 1 billion, divided into 100 million common shares with a par value of NT$10 per share. The Board of Directors is authorized to issue the shares in different times. It reserves the 3.6 million shares with a par value of NT$10 under the employee stock option scheme.

• At the time when the company's shares may be legally purchased by the company, the authorized the board of Directors shall handle in accordance with the provisions of the law.

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• Article 7-1：The Company has stock shares transferred to employees at a price below the average repurchase price; also, the transaction prior to the transfer of shares should 。

• be presented in the most recent shareholders’ meeting (The law began to be implemented on January 1, 2008)

• Article 7-2：When the Company issuing employee stock warrants at a price below the Company’s common stock marketing price (net value per share), the transaction of 。

• share issuance should be presented in the shareholders’ meeting (The law began to be implemented on January 1, 2008)

• Article 8 ：The Company is exempted from having the stock shares printed out; however, the Company should contact the securities depository and clearing institution for registration.

• The Company’s share affairs shall be handled in accordance with the “Regulations Governing the Administration of Shareholder Services of Public Companies” issued by the competent authority.

• Article 9 ：The shareholders' register shall be closed during 60 days prior to the date of an ordinary shareholders' meeting, 30 days prior to the date of an extraordinary shareholders' meeting, or five days period prior to the record dates for distribution of dividends, bonuses or other benefits of the Company.

Chapter 3 Shareholders’ meeting

• Article 10：Shareholders’ meeting includes general shareholders’ meeting and extraordinary shareholders’ meeting. General shareholders’ meeting is held annually and it is convened by the board of directors lawfully six months after the fiscal year. Extraordinary shareholders’ meeting is convened when it is necessary.

• Article 11：Shareholders who are unable to attend the shareholders’ meeting in person may have a representative appointed to attend the meeting by issuing the proxy that is printed by the Company with the scope of authorization specified and then signed or sealed. The proxy referred to above is regulated in accordance with Article 177 of the Company Law and the “Regulations for the Use of Proxies for Shareholders’ Meeting of Public Companies.”

• Article 12：It is one voting right per share for the shareholders of the Company, except for those subject to restrictions or those who have no voting right according to Article 179 Paragraph 2 of the Company Law.

• Article 13：The resolution reached in the shareholders’ meeting, unless otherwise provided by the Company Law, can be enforced after being presented in the shareholders’ meeting that is attended by a majority of shareholders and approved by the attending shareholders with a majority shareholding.

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Chapter 4 Directors and supervisors

• Article 14：The Company has 7~9 directors and 1~3 supervisors who are candidates by nomination elected for a 3-year term in the shareholders’ meeting and can be elected for a second term. The nomination standards and operation procedure will be disclosed in detail at the MOPS during the election of directors and supervisors. The number of directors referred to above shall include 2~3 independent directors that is not less than one-fifths of the board of directors. The nomination means of directors and supervisors is to be processed in accordance with Article 192-1 and 216-1 of the Company Law. The professional qualifications of the independent directors, shareholding, part-time restriction, nomination and election means, and other matters to be complied with are to be processed in accordance with the relevant provisions of the competent authorities.

• Total registered shares owned by the directors and supervisors of the Company shall not be less than a specified percentage of the Rules published by the competent authorities.

• The Company may purchase insurance for the directors, supervisors and senior managers to cover their statutory liabilities in connection with their performance of duties.

• Article 15：The Board of Directors is formed by the directors. The Chairman is elected by a majority of the attending directors at the board meeting that is attended by two-thirds of the directors.

• Article 16：When the Chairman is unable to exercise powers due to a leave or for other reasons, the matter regarding the deputy of the Chairman should be handled in accordance with Article 208 of the Company Law.

• Article 17：The director who is unable to attend board meetings in person may authorize another director to attend the board meetings by issuing the proxy with the scope of authorization detailed to have one and only deputy delegated.

• Article 18：The Board of Directors shall be convened by the Chairman of the board of directors every three months. The resolutions of the board of directors, unless otherwise provided by the Company Law, shall be exercised with the consent of a majority of the attending directors at the board meeting that is attended by a majority of the directors.

• The reasons for calling a board of directors meeting shall be notified to each director and supervisors at least seven days in advance. If the board meeting needs to be convened due to emergency, it may be convened at any time. In order to convene the board meeting, notice may be made by written notice, fax or e-mail.

• Article 19：The supervisor can exercise the rights of supervision in accordance with the regulations and attend the board of directors' meeting to present opinions without the voting right.

• Article 20：The remuneration and transportation expenses of the directors and supervisors based on the Company profit situation and referring to the remuneration normal standard in the domestic industry.

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Chapter 5 Managers

• Article 21：The Company may have several managers appointed; also, the appointment, dismissal, and remuneration should be processed in accordance with Article 29 of the Company Law.

Chapter 6 Accountant

• Article 22：The Company’s fiscal year is from January 1[st] to December 31[st] . The Company’s board of directors shall at the end of each fiscal year have the following composed (1) Business Report (2) Financial Reports (3) Profit Distribution Proposals for the audit of the supervisors 30 days prior to the shareholders’ meeting and for acknowledgement in the shareholders’ meeting.

• Article 23：The Company may, by a resolution adopted by the Board of Directors, have the profit value 5%~15% of total Company’s surplus(is any) distributable as employees’ compensation distributed in the form of shares or in cash. The entitles transferees who receive the compensation include the employees of parents or subsidiaries of the company meeting certain specific requirements. The remunerations for directors and supervisors with maximum value as 2% of the above-mentioned Company’s surplus may be distributable by a resolution adopted bye the Board of Directors. The proposed bonus to employees and remuneration to directors and supervisors should be presented in the shareholders’ meeting for a resolution.

• Article 23-1：The company shall, after all taxes dues have been paid and its losses have been covered and at the time of allocating surplus profits, first set aside 10% of such profits as a legal reserve. However when the legal reserve amount has reached the one of the paid-in capital of the Company, this is not apply. In addition, the Company may appropriate or reverse the special reserve as required for the operation and subject to the laws. The remaining amount plus the retained earnings at the beginning of the period may be distributed provided that the shareholders' meeting approves the distribution plan prepared by the Board of Directors. The Company's dividend policy is formed under the consideration of its future sales and operation status and funding demands planning and profits as well as the cash flow demands of shareholders to distribute at least 20%(include) of available profits for revenue allocation as dividends to shareholders annually; and among them, the distribution of cash dividends shall not be less than 10%(include) of the total dividend distribution amount of that particular year. However, the actual distribution ratio depends on the actual profitability and operating conditions of the year, and is approved by the shareholders meeting.

Chapter 7 Annexes

• Article 24：The matters that are not addressed in the Articles of Incorporation should be processed in accordance with the Company Law and the related regulations.

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Article 25：The Article of Incorporation was established on January 15, 1996 (the first time ~ Twentieth are omitted). The 21[st] amendment of the Corporate Charter (Article of Incorporation) was made on May 18, 2011.

The 22[nd] amendment of the Corporate Charter (Article of Incorporation) was made on May 25, 2012.

The 23[rd] amendment of the Corporate Charter (Article of Incorporation) was made on May 27, 2016.

The 24[th] amendment of the Corporate Charter (Article of Incorporation) was made on May 26, 2017.

The 25[th] amendment of the Corporate Charter (Article of Incorporation) was made on May 26, 2020.

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〈Appendix II〉

Winmate Inc. Rules of Procedure for Shareholders Meetings

• Article 1：To make the shareholders' meeting convene smoothly; to achieve the effect of all shareholders exercising their rights.

Article 2：Scope of application

• The Company's regular shareholders meeting and special shareholders meeting

• Article 3：Noun definition

The Shareholders means Shareholders and their proxies.

• Article 4：Operating procedures

• Shareholders and their proxies shall attend shareholders' meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification, alternatively, shareholders may present their attendance cards to signify their presence.

• Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically.

• The venue for a shareholders meeting shall be the premises of the Company, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m.

  • The Company shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

  • The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

• If a shareholders' meeting is convened by the Board of Directors, the meeting shall be chaired by the chairperson of the board. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson, or, where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.

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If the shareholders’ meeting is convened by any authorized party other than the Board of Directors, the convener will act as the meeting chairman. If there are two or more conveners, they shall appoint one among themselves to chair the meeting.

When a director or conveners serves as chair, as referred to in the preceding paragraph, shall be one who has held that position for six months or more and who understands the financial and business conditions of the company.

1. The Company may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity. Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

2. The Company, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

3. The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within one month. When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

4. If the shareholders’ meeting is convened by the Board of Directors, its agenda is set by the Board of Directors. The meeting is conducted in accordance with the agenda and it may not be changed without the resolutions reached in the shareholders’ meeting. The provision referred to above is applicable even when the shareholders’ meeting is convened other than by the board of directors. The Chairman may not announce the meeting is adjourned until a resolution is

5. 26 -

reached for the two procedures (including motions) referred to above. After close of the said meeting, shareholders shall not elect another chairman to hold another meeting at the same place or at any other place. If the Chairman has announced the meeting adjourned in violation of the procedures, the other board directors shall promptly assist the shareholders presented with a majority of balloting rights to elect a chairman to continue the meeting in accordance with the legal procedures.

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

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

3. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

4. 10.Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

5. 11.When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting. When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.

6. 12.After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

7. 13.When the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, and schedule sufficient time for voting.

8. 14.Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of the Company.

9. Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the

10. 27 -

statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

• 15.When a meeting is in progress, the chair may announce a break based on time considerations.

• 16.The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing the word "Proctor."

• 17.Unless otherwise specifically provided for in the Company Law or the Articles of Incorporation of the Company, resolutions shall be adopted by a majority vote at a meeting attended by the shareholders. If there is no objection raised when the Chairman consulted the attending shareholders, it is deemed as approved and the effect is same as voting.

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

• 19.The shares held by shareholders having no voting right shall not be counted in the total number of issued shares while adopting a resolution at a meeting of shareholders. In passing a resolution at a shareholders' meeting, shares for which voting right cannot be exercised as provided shall not be counted in the number of votes of shareholders present at the meeting.

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

• 21.With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed three percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

• 22.When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of the Company, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any other shareholder.

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• 23.When a meeting is in progress, if a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed. If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.

• 24.The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directors and supervisors and the numbers of votes with which they were elected.

• Article 5：The resolutions reached in the shareholders’ meeting must be documented in the minutes of meeting for the signature or seal of the Chairman. The minutes of meeting must be distributed to the shareholders in 20 days. The Company's minutes of shareholders’ meeting referred to above can be distributed by posting it on the MOPS. The minutes must detail the date and venue of the meeting, the meeting chairman's name, the method of resolution, and the summary and results of meeting agendas. These minutes must be retained indefinitely.

• Article 6：The shareholders meeting could not be convened at the time of the notice for some reason, or may announce to have the meeting suspended due to force majeure. A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act. The postponement or continuation of the assembly in the preceding paragraph does not apply to the provisions of Article 172 of the Company Law on the procedure for convening the assembly.

• Article 7：Any matter not provided in these Rules shall be handled in accordance with the Company Act and Securities and Exchange Act other relevant laws and regulations.

• Article 8：These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent amendments thereto shall be effected in the same manner.

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〈Appendix III〉

Winmate Inc. Shareholding of Directors and Supervisors

1. The Company has paid-up capital of NT$724,759,470, issued in 72,475,947 shares.

2. According to "Article 26 of Securities and Exchange Act" and "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies," directors of the Company are required to maintain an aggregate holding of at least 5,775,035 shares. The Company has elected at least two independent directors, therefore required shareholding of non-independent directors is reduced to 80%.

3. Directors of the Company held a total of 31,888,829 shares as of March 30, 2021, the book closure date of the current annual general meeting. Shareholding of individual directors is shown below:

Position	Name	Date elected	Shares	Shareholding ratio
Chairman	Premier Touch Corporation Representative: Lu, Ku-Ching	2019/5/24	3,775,744	5.21%
Directors	Yeh, Ching-Fa	2019/5/24	1,950,085	2.69%
Directors	Onyx Healthcare Inc. Representative: Chuang, Yung-Shun	2019/5/24	9,863,000	13.61%
Directors	Jui Hai Investment Co., Ltd. Representative：Chuang, Fu-Chieh	2019/5/24	4,300,000	5.93%
Directors	Advantech Co., Ltd. Representative：Liu, Wei-Chih	2019/5/24	12,000,000	16.56%
Independent Director	Hsieh, Fa-Ta	2019/5/24	0	0.00%
Independent Director	Hu, Tung-Lai	2019/5/24	0	0.00%
Total Directors			31,888,829	44.00%
Supervisor	Pang, Yu-Ching	2019/5/24	728,027	1..00%
Supervisor	Wang, Wei-Sheng	2019/5/24	1,069,051	1.48%
Supervisor	Tsai, Shih-Yang	2019/5/24	71,000	0.10%
Total Supervisors			1,868,078	2.58%

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