Winmate - AGM Information 2022 | FinancialReports.eu

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

Stock Code ： 3416

WINMATE INC.

Handbook for the 2022

Annual General Shareholders Meeting

1 - May 27, 2022

Winmate Inc.

Procedure for the 2022 General Shareholders’

Meeting

Call the Meeting to Order
Chairperson Remarks
Report Items
Acknowledgement Items
Discussion Items
Election Items
Other Items
Extemporary Motions

9. Adjournment

I.Agenda of Annual Meeting

Winmate Inc.

Agenda of 2022 General Shareholders’ Meeting

Convening Method ： To be convened physically

Meeting Time ： 9 ： 00 a.m. on May 27 (Friday), 2022

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 2021 Business Report
(2) Supervisor’sReview Report on the 2021 Financial Statements
(3) 2021 Employees’ and Directors’ Remuneration Proposal

4. Acknowledgement Items

(1) Adoption of 2021 Business Report and Financial Statements
(2) Adoption of the Proposal for Distribution of 2021 Profits

5. Discussion Items

(1) Amendment to the Company’s “Articles of Incorporation”
(2) Amendment to the Company’s “Rules Governing the Election of Directors and Supervisors”
(3) Amendment to the Company’s “Rules of Procedure for Shareholders Meetings”
(4) Amendment to the Company’s “Regulations Governing theAcquisition and Disposal of Assets”
(5) Amendment to the Company’s “Regulations Governing Loaning of Funds”
(6) Amendment to the Company’s “Regulations Governing Making Endorsements/Guarantees”
(7) Proposal for cash dividends distributed from capital surplus.

6. Election Items

(1) Re-election of all directors

7. OtherItems

(1)Exemption of the limitation of non-competition on the directors of the Company.

8. Extemporary Motions

9. Adjournment

1. Report Items

ReportNo.1 Cause of action：The 2021 Business Reports. Explanation ：The 2021 Business Report is attached as Attachment I. (P10~P11)

Report No.2 Cause of action ：Supervisor’s Review Report on the 2021 Financial Statements. Explanation ：The Supervisor’s Review Report is attached as Attachment II. (P12) Report No.3 Cause of action ：2021 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$49,625,567 as bonus to employees and NT$7,888,192 as remuneration to directors paid in cash from the net income of 2021. (2)The distribution above is resolved by the Company’s Remuneration Committee and the Board of Directors.

2. Acknowledgement Items

Acknowledgement 1 ： (Proposed by the Board of Directors)

Cause of action ：Adoption of 2021 Business Report and Financial Statements

Explanation ：(1) The 2021 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 Mr. Cheng,Ching-Piao, of Ernst & Young Accounting Firm and were reviewed by the Supervisors along with the business report with a written audit report issued.

(2)The Company’s Business Report, Independent Auditor’s Report, and Financial Statementsplease refer to Attachment I 、
and Attachment III. (P10~P11 P13~P33)

Resolution ：

Acknowledgement2 ： (Proposed by the Board of Directors)

Cause of action ：Adoption of the Proposal for Distribution of 2021 Profits.

Explanation ：(1) For 2021, the unappropriated retained earnings after adjustment is TWD80,146,218, plus 2021net income of NT$364,705,635, and set aside legal reserve of NT$35,480,077, and accrue special reserve of NT$3,322,547, the total unappropriated retained earnings is NT$412,694,323.

(2)2021 Profit Distribution of cash dividend totaling in NT$253,886,315 (NT$3.5 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.
(4)Please refer to 2021 Earnings Distribution Table as follow：
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Winmate Inc 2021 Earnings Distribution Table

Items Unappropriated retained earnings - beginning Add：Remeasurements of defined benefit plans Less：Disposal of investments in equity instruments at fair value through other comprehensive income Adjusted unappropriated retained earnings Add：Net Income of 2021 Less：Legal reserve appropriated (10%) Add：Reversed special reserve (Note) Current retained earnings available for distribution Distributable items: Cash Dividends (NT$3.5 per share) Stock Dividends Unappropriated retained earnings - ending Number of shares Unappropriated retained earnings for 2021 Tax on unappropriated earnings(5%)	Unit: NT$ Amount 90,051,087 138,712 (10,043,581)
	80,146,218 364,705,635 (35,480,077) 3,322,547
	412,694,323 (253,886,315) -
	158,808,008
	72,538,947 68,756,921 3,437,846

Note：when other equity items are negative, should be appropriated equivalent amount of special reserve. Since special reserve appropriated in previous years has exceeded the total negative amount of other equity items, the excess amount will be reversed.

Resolution ：

3. Discussion Items

Discussion 1 ： (Proposed by the Board of Directors)

Cause of action ：Amendment to the Company's “Articles of Incorporation ”，Please proceed to discuss.

Explanation ：(1)In order to comply with the law and relevant regulations and the establishment of the Audit Committee, the Company hereby proposes to amend the “Articles of Incorporation”.

(2)Please refer to Attachment IV for comparison table for articles in the “Articles of Incorporation ”.(P34~P38)

Resolution ：

Discussion 2 ： (Proposed by the Board of Directors)

Cause of action ：Amendment to the Company's “Rules Governing the Election of Directors and Supervisors”, Please proceed to discuss. Explanation ：(1)In response to establish the Audit Committees and to conform to the needs of commercial practice, the Company hereby proposes to amend the “Rules Governing the Election of Directors and Supervisors ”, and renamed to “Rules for Election of Directors”.

(2)Please refer to Attachment V for comparison table for articles in the “Rules Governing the Election of Directors and Supervisors”.(P39~P41)

Resolution ：

Discussion 3 ： (Proposed by the Board of Directors) Cause of action ：Amendment to the Company's “Rules of Procedure for Shareholders Meetings”, Please proceed to discuss. Explanation ：(1)In response to establish the Audit Committees and to conform to the needs of commercial practice, the Company hereby proposes to amend the “Rules of Procedure for Shareholders Meetings”. (2)Please refer to Attachment VI for comparison table for articles in the “Rules of Procedure for Shareholders Meetings”.(P42) Resolution ：

Discussion 4 ： (Proposed by the Board of Directors)

Cause of action ：Amendment to the Company's “Regulations Governing

theAcquisition and Disposal of Assets”, Please proceed to discuss.
Explanation ：(1)In response to establish the Audit Committees and to conform to the needs of commercial practice, the Company hereby proposes to amend the “Regulations Governing theAcquisition and Disposal of Assets”.
(2)Please refer to Attachment VII for comparison table for articles in the “Regulations Governing theAcquisition and Disposal of Assets”.(P43~P51)

Resolution ：

Discussion 5 ： (Proposed by the Board of Directors)

Cause of action ：Amendment to the Company's “Regulations Governing Loaning of Funds”, Please proceed to discuss.
Explanation ：(1)In response to establish the Audit Committees and to conform to the needs of commercial practice, the Company hereby proposes to amend the “Regulations Governing Loaning of Funds”.
(2)Please refer to Attachment VIIIfor comparison table for articles in the “Regulations Governing Loaning of Funds”.(P52~P54)

Resolution ：

Discussion 6 ： (Proposed by the Board of Directors) Cause of action ：Amendment to the Company's “Regulations Governing Making Endorsements/Guarantees”, Please proceed to discuss.
Explanation ：(1)In response to establish the Audit Committees and to conform to the needs of commercial practice, the Company hereby proposes to amend the “Regulations Governing Making Endorsements/Guarantees”.
(2)Please refer to Attachment IX for comparison table for articles in the “Regulations Governing Making Endorsements/ Guarantees”.(P55~P56)

Resolution ：

Discussion 7 ： (Proposed by the Board of Directors)

Cause of action ：Proposal for cash dividends distributed from capital surplus. Explanation ：(1)The Company plans to appropriate NT$72,538,947from 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 ofNT$1 per share to be distributed.The distributionsof 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. Election Items

Proposal1 ： (Proposed by the Board of Directors)

Cause of action ：Re-election of all directors. Please Vote.

Explanation ：(1) As the term of the Company’s directors and supervisors is about to expire, the reelection of directors and supervisors shall be held in the shareholders’meeting this year. The Company plans to establish the AuditCommittee, which is composed of all independent directors. In addition, supervisors are abolished.
(2) The company shall elect nine directors (including three independent directors), the new director's term is three years(from May 27,2022 to May 26,2025. ). According to Articles of Incorporation, the Company’s directors shall be elected from the nomination list.
(3) Please refer to Attachment X for personal information of the nominees. (P57~P60)

Resolution ：

5. Other Items

Proposal1 ： (Proposed by the Board of Directors)

Cause of action ：Exemption of the limitation of non-competition on the directors of the Company..

Explanation ：(1) According to Article 209 of the Company Act, a director who does anything for himself or on behalf of another person that is within the scope of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval. To take good advantage of the specialties and experience of the Company’s directors, the release of the prohibition on new directors and their representatives, elected in the 2022 annual shareholders’ meeting, from participation in competitive business is proposed in the shareholders’ meeting for approval according to laws.
(2) Please refer to Attachment XI for other positions held by the newly elected Directors. (P61~P62)

Resolution ：

6. Extemporary Motions

7. Adjournment

〈AttachmentI〉

II. Attachments

Letter to Shareholders

Dear Shareholders,

In 2021, a variety of mutated viruses of COVID-19 will be rampant, and the global epidemic will continue to spread. Although economic activities have not returned to the normal situation before,due to the launch of vaccines in various countries, the vaccination rate has increased, they are no longer serious than the previous year. The global economy has emerged from the valley of the Great Recession in 2020 due to the continued stimulus effect of monetary policy. In addition, due to the severe COVID-19 epidemic in 2020, manufacturers in various industries have a pessimistic outlook on the future, and are unwilling to prepare inventory and expand production capacity, especially the upstream IC supply chain is tight, coupled with port congestion and lack of cabinets, the shortage of materials is frequent. Looking forward to 2022, as the economy has begun to recover and inflation pressure continues to be strong, the US Federal Reserve has decided to shrink its balance sheet and plans to raise interest rates at least 4 times within a year; on the other hand, the fatality rate of the mutated virus of COVID-19 has dropped significantly , many countries see it as the flu gradually adopting a policy of coexisting with the virus, and economic activities are expected to return to normal. In addition, the global economy is expected to continue to grow in 2022 due to the increase in the production capacity of semiconductor wafers and the gradual relief of IC shortages. Various industries will restart their plans to increase production, and the demand for equipment such as industrial computers will also benefit.

The company's consolidated operating income in 2021 was NT$2,501,627thousand, an increase of 35.55% compared to the previous year's NT$1,845,525thousand; the gross profit margin dropped from 34.94% to 33.51%; Consolidated net profit after tax was NT$ 364,706 thousand, an increase of 42.43% from NT$ 256,062 thousand in the previous year; after-tax earnings per share was NT$5.03.

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, waterproof, 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. Last year, the company invested in a new generation of rugged notebook computer series models. Currently, samples have been sent to many customers. In the future, it will complete the full product line combination and vertical integration depth in the rugged application market to meet the needs of various niches and segments in the target market.In addition, the company will invest in the research and development of cloud integration solutions for public safety applications, providing complete solutions for customers' digital transformation application services, analog to digital communications, 5G and cloud integration

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In terms of management process system, Winmate Inc. is constantly committed to improving and enhancing various management process systems to ensure that the effective management systems are maintained. 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, ISO 14064-1 greenhouse gas verification, ISO 13485 medical device quality management system, IEC80079-34 explosion-proof product management system certification. In addition, the Corporate Social Responsibility (CSR) report issued annually from 2008 to 2019 was changed to the Sustainability Report published in June last year. The company continues to strengthen the disclosure of issues related to the environment, society and corporate governance to deepen the company's sustainable governance culture.

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 Inc .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 Inc. 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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〈AttachmentII〉

Supervisor’s Review Report

To：The 2022 Annual Shareholders’ Meeting of Winmate Inc.

The Board of Directors has prepared the Corporation’s 2021 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 Mr. Cheng,Ching-Piao 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 22, 2022

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〈AttachmentIII〉

INDEPENDENT AUDITORS’ REPORT

To The Board of Directors ofWinmate Inc.：

Opinion

We have audited the accompanying parent-company-only balance sheets ofWinmate Inc. (the “Company”) as of December 31, 2021 and 2020, and the related parent-company-only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent-company-only financial statements, including the summary of significant accounting policies (together referred as “the parent-company-only financial statements”).

In our opinion, the parent-company-only financial statements referred to above present fairly, in all material respects, the parent-company-only financial position of the Company as of December 31, 2021 and 2020, and their parent-company-only financial performance and cash flows for the years then ended, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and 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 Parent-Company-Only Financial Statementssection 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 (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm.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 the most significance in our audit of 2021parent-company-only financial statements. These matters were addressed in the context of our audit of the parent-company-only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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Revenue Recognition

We determine that revenue recognition is one of the key audit matters. The Company’s revenue amounting to NT$2,431,831 thousand for the year ended December 31, 2021 is a significant account to the Company’s financial statements. The Company has conducted these sale activities in multi-marketplace, including Taiwan, China, Americas,Europe, etc. Furthermore, the timing of fulfilling performance obligation needs to be determined based on varieties of sale terms and conditions enacted in the main sale contracts or sale orders. We therefore conclude that there are significant risks with respect to the topic of revenue recognition.

Our audit procedures therefore include, but not limit to, evaluating the properness of accounting policy for revenue recognition, assessing and testing the effectiveness of relevant internal controls related to revenue recognition, sampling-test of details, including obtaining major sale orders or agreements to inspect the terms and conditions, checking the consistency of the fulfillment timing, performing analytical review procedures onmonthly sale revenues, and executing sale cut-off tests for a period time before and after the balance sheet date. We have also evaluated the appropriateness of the related disclosure in Note 4 and 6 to the financial statements.

Other Matter –Making Reference to the Audit of a Component Auditor

We did not audit the financial statements of Maxkit Technology Co., Ltd.an invested associate accounted for under the equity method.The financial statements of Maxkit Technology Co., Ltd. as of December 31, 2021 and for the years then ended were audited by other auditors, whose reports thereon have been furnished to us. Our audit, insofar as it related to the investment in the associate accounted for under the equity method amounting to NT$15,760 thousand of December 31, 2021representing 0.45%of the Company’s total assets, the related shares of income before tax from the associate under the equity method for the years then ended amounting to NT$760thousand representing0.17% of the Company’s income before tax, and the related shares of other comprehensive income from the associate under the equity method for the years then ended amounting to NT$0 thousand representing 0% of the other comprehensive income, are based solely on the audit reports of other auditors.

Responsibilities of Management and Those Charged with Governance for the Parent-Company-Only Financial Statements

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

In preparing the parent-company-only financial statements, management is responsible for assessing the ability to continue as a going concern of the Company, 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, is responsible for overseeing the financial reporting process of the Company.

Auditor’s Responsibilities for the Audit of the Parent-Company-Only Financial Statements

Our objectives are to obtain reasonable assurance about whether the parent-company-only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s 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 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 parent-company-only financial statements.

As part of an audit in accordance with 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 parent-company-only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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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 internal control of the Company.
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 ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent-company-only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Companyto cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the parent-company-only financial statements, including the accompanying notes, and whether the parent-company-only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent-company-only financial statements. We are responsible for the direction, supervision and performance of the company audit. We remain solely responsible for our audit opinion.

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

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

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From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2021 parent-company-only financial statements and are

therefore the key audit matters. We describe these matters in our auditor’s 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 consequencesof doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Hong, Mao-Yi

Cheng, Ching-Piao

Ernst & Young Taiwan, R.O.C. February22[th] , 2022

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MANAGEMENT REPRESENTATION LETTER

The entities that are required to be included in the combined financial statements of Winmate Inc. as of December 31, 2021 and for the year then ended under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard No. 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Winmate Inc. and Subsidiaries do not prepare a separate set of combined financial statements.

Very truly yours,

Winmate Inc.

Ken Lu Chairman February 22, 2022

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REPORT OF INDEPENDENT AUDITORS

To The Board of Directors ofWinmate Inc.：

Opinion

We have audited the accompanying consolidated balance sheets ofWinmateInc.(the “ Company”) and its subsidiaries as of December 31, 2021and 2020, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and notes to the consolidated financial statements, including the summary of significant accounting policies (together referred as “the consolidated financial statements”).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2021and 2020, and its consolidated financial performance and cash flows for the year then ended, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by 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 Statementssection of our report. We are independent of the Company and its subsidariesin accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of the most significance in our audit of 2021 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue Recognition

We determine that revenue recognition is the key audit matters. The Company’s consolidatedrevenue amounting to NT$2,501,627 thousand for the year ended December 31, 2021 is a significant account to the Company’s consolidated financial statements.The Company and its subsidiarieshas conducted these sale activities in multi-marketplace, including Taiwan, China, America and Europe, etc. Furthermore, the timing of fulfilling performance obligation needs to be determined based on varieties of sale terms and conditions enacted in the main sale contracts or sale orders. We therefore conclude that there are significant risks with respect to the topic of revenue recognition.

Our audit procedures therefore include, but not limit to, evaluating the appropriateness of accounting policy for revenue recognition, assessing and testing the effectiveness of relevant internal controls related to revenue recognition, sampling-test of details, including obtaining major sale orders or agreements to inspect the terms and conditions, checking the consistency of the fulfillment timing, performing analytical review procedures onmonthly sale revenues, and executing sale cut-off tests for a period time before and after the balance sheet date. We have also evaluated the appropriateness of the related disclosure in Note 4 and 6 to the financial statements.

Other Matter –Making Reference to the Audit of a Component Auditor

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Company’s consolidated total assets, the related shares of income before tax from the associate under the equity method for the years then ended amounting to NT$760thousand representing0.17% of the Company’s consolidated income before tax, and the related shares of other comprehensive income from the associate under the equity method for the years then ended amounting to NT$0 thousand representing0%of the consolidated other comprehensive income, are based solely on the audit reports of other auditors.

Responsibilities of Management and Those Charged with Governance for the Consolidated FinancialStatements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by 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 ability to continue as a going concern of the Company and its subsidiaries, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the financial reporting process of the Company and its subsidiaries.

Auditor’s 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 auditor’s 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 auditing standards generally accepted in the Republic of China will always detect a material misstatement when it

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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.

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 internal control of the Company and its subsidiaries.
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 ability to continue as a going concern of the Company and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s 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 auditor’s report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiaries to express an opinion - 27 -

on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2021 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s 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.

We have audited and expressed an unqualified opinion including an Other Matter Paragraph on the parent-company-only financial statements of the Company as of and for the years then ended December 31, 2021 and 2020.

Hong, Mao-Yi

Cheng, Ching-Piao

Ernst & Young, Taiwan, R.O.C February 22[th] , 2022

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〈AttachmentIV〉

Winmate Inc.

Comparison Table for Articles in the“Articles of Incorporation”

After amendment	Before amendment	Before amendment	Remark
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. The company may convene a shareholders' meeting by video conference or other announcements made by the competent authority.	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.		According to the governing law and regulations
Chapter 4 Directors andAudit Committee	Chapter 4 Directors and	Supervisors	Sep up the Audit Committee.
Article 14: The Company has 7~9 directors 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 includeat least three independent directors that is not less than one-fifths of the board of directors. The nomination means of directors is to be processed in accordance with Article 192-1 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 relevantprovisions	Article 14: The Company has 7~9 directors and1~3 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 include2~3 independent directors that is not less than one-fifths of the board of directors. The nomination means of directorsand supervisors is to be processed in accordance with Article 192-1and 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		Sep up the Audit Committee.

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of the competent authorities.

with are to be processed in accordance with the relevant provisions of the competent authorities.

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

less than a specified percentage of the Total registered shares owned by the Rules published by the competent directors and supervisors of the authorities. Company shall not be less than a The Company may purchase insurance specified percentage of the Rules for the directors and senior managers to published by the competent authorities. cover their statutory liabilities in The Company may purchase insurance connection with their performance of for the directors, supervisors and senior duties. managers to cover their statutory liabilities in connection with their performance of duties. Article 18： Article 18: Sep up the Audit of Directors shall be convened by the The Board of Directors shall be Committee. Chairman of the board of directors every convened by the Chairman of the board three months. The resolutions of the of directors every three months. The board of directors, unless otherwise resolutions of the board of directors, provided by the Company Law, shall be unless otherwise provided by the exercised with the consent of a majority Company Law, shall be exercised with of the attending directors at the board the consent of a majority of the attending meeting that is attended by a majority of directors at the board meeting that is the directors. attended by a majority of the directors. The reasons for calling a board of The reasons for calling a board of directors meeting shall be notified to directors meeting shall be notified to each director at least seven days in each director and supervisors at least advance. If the board meeting needs to seven days in advance. If the board be convened due to emergency, it may meeting needs to be convened due to be convened at any time.In order to emergency, it may be convened at any convene the board meeting, notice may time.In order to convene the board be made by written notice, fax or e-mail. meeting, notice may be made by written notice, fax or e-mail. Article 19： Article 19： Sep up the Audit of Directors may set up a Remuneration The supervisor can exercise the rights of Committee. Committee, an Audit Committee or other supervision in accordance with the functional committees due to the needs regulations and attend the board of of business operations. directors' meeting to present opinions The Company has established an Audit without the voting right. Committee in accordance with Article 14-4 of the Securities and Exchange Act, which is composed of all independent directors. The functions and powers of

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the Audit Committee and its members shall be exercised in accordance with the regulations of the competent authority. Article 20： Article 20： Sep up the Audit The remuneration and transportation The remuneration and transportation Committee. expenses of the directors based on the expenses of the directors and supervisors Company profit situation and referring to based on the Company profit situation the remuneration normal standard in the and referring to the remuneration normal domestic industry. standard in the domestic industry. Article 22： Article 22： Sep up the Audit The Company’s fiscal year is from The Company’s fiscal year is from Committee. January 1[st] to December 31[st] . The January 1[st] to December 31[st] . The Company’s board of directors shall at Company’s board of directors shall at the the end of each fiscal year have the end of each fiscal year have the following composed (1) Business Report following composed (1) Business Report (2) Financial Reports (3) Profit (2) Financial Reports (3) Profit Distribution Proposals for Distribution Proposals for the audit of acknowledgement in the shareholders’ the supervisors 30 days prior to the meeting. shareholders’ meeting and for acknowledgement in the shareholders’ meeting. Article 23： Article 23： Sep up the Audit The Company may, by a resolution The Company may, by a resolution Committee. adopted by the Board of Directors, have adopted by the Board of Directors, have the profit value 5%~15% of total the profit value 5%~15% of total Company’s surplus(is any) distributable Company’s surplus(is any) distributable as employees’ compensation distributed as employees’ compensation distributed in the form of shares or in cash. The in the form of shares or in cash. The entitles transferees who receive the entitles transferees who receive the compensation include the employees of compensation include the employees of parents or subsidiaries of the company parents or subsidiaries of the company meeting certain specific requirements. meeting certain specific requirements. The remunerations for directors and The remunerations for directors and supervisors with maximum value as 2% supervisors with maximum value as 2% of the above-mentioned Company’s of the above-mentioned Company’s surplus may be distributable by a surplus may be distributable by a resolution adopted bye the Board of resolution adopted bye the Board of Directors. The proposed bonus to Directors. The proposed bonus to employees and remuneration to directors employees and remuneration to directors and supervisors should be presented in and supervisors should be presented in the shareholders’ meeting for a the shareholders’ meeting for a resolution. resolution. Article 23-1： Article 23-1： According

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The Company shall, after all taxes dues any shall, after all taxes dues have been to the actual have been paid and its losses have been paid and its losses have been covered and practice. covered and at the time of allocating at the time of allocating surplus profits, surplus profits, first set aside 10% of such first set aside 10% of such profits as a profits as a legal reserve. However when legal reserve. However when the legal the legal reserve amount has reached the reserve amount has reached the one of the one of the paid-in capital of the paid-in capital of the Company, this is not Company, this is not apply. In addition, apply. In addition, the Company may the Company may appropriate or reverse appropriate or reverse the special reserve the special reserve as required for the as required for the operation and subject operation and subject to the laws. The to the laws. The remaining amount plus Board of Directors shall draft the the retained earnings at the beginning of proposal for surplus distribution. Such the period may be distributed provided surplus is distributable by a resolution that the shareholders' meeting approves adopted by the shareholders' meeting if the distribution plan prepared by the adopt distribution approach in the form of Board of Directors. shares , and a resolution adopted by the The Company's dividend policy is formed Board of Directors if adopting the under the consideration of its future sales approach in cash. and operation status and funding In accordance with the provisions of demands planning and profits as well as Paragraph 5 of Article 240 of the the cash flow demands of shareholders to Company Law, when the company distribute at least 20%(include) of distributes dividends and bonuses or available profits for revenue allocation as statutory surplus reserves and capital dividends to shareholders annually; and reserves in cash, the board of directors among them, the distribution of cash shall be authorized to make a resolution dividends shall not be less than (two-thirds or more of the directors are 10%(include) of the total dividend present, and a majority of the consent) distribution amount of that particular and report to the shareholders meeting. year. However, the actual distribution The Company's dividend policy is formed ratio depends on the actual profitability under the consideration of its future sales and operating conditions of the year, and and operation status and funding demands is approved by the shareholders meeting. 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

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and operatingconditions of theyear.
Article 25： Amendments 1 to 25 (omitted) The 26thamendment of the Corporate Charter (Article of Incorporation) was made on May 2176, 2022.	Article 25： Amendments 1 to 25 (omitted)	Update the date of the amendment

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〈AttachmentV〉

Winmate Inc.

Comparison Table for Articles in the“Rules Governing the Election of Directors and Supervisors”

After amendment	Before amendment	Before amendment	Before amendment	Before amendment	Remark
Procedures for Election of Directors	Procedures for Election of Directorsand Supervisors				Sep up the Audit Committee.
Article 1 The Rules Governing are hereby formulated in accordance with the provisions of the Company Act and the Articles of Incorporation of the Company, and the election of directorsof the Company shall be governed in accordance with the Rules Governing.	Article 1				Sep up the Audit Committee.
	The Rules Governing are hereby
	formulated in accordance with the
	provisions of the Company Act and the
	Articles of Incorporation of the Company,
	and the election of directorsand supervisors
	of the Company shall be governed in
	accordance with	the Rules Governing.

Article 2 The directors of the company shall be elected by the shareholders' meetingfrom the list of candidates for directors for a term of three years and may be re-elected.	Article 2				Sep up the Audit Committee.
	The directors	and supervisors of the
	Company shall be elected			by the
	shareholders meeting with			competent
	persons for a term of three years and may
	be re-elected.
Article 3 In the election of directors of theCompany, each share has the same voting rights as the number of directors to be elected, and the votes may be voted for one person or several people separately.	Article 3				Sep up the Audit Committee.
	In the election of directors		and supervisors
	of theCompany, each share has the same
	voting rights as the number of directorsand
	supervisors to be elected, and the votes
	may be voted for one person or several
	people separately.
Article 4 According to the number of directors stipulated in the Articles of Incorporation of the Company, those with the most voting rights shall be elected as directors in order.If two or more people have the same amount of rights and exceed the quota stipulated in the Company's Articles of Incorporation, the decision shall be made by drawing lots.Those who do not attend will be drawn by the chairperson. In the election of directors, independent directors and non-independent directors	Article 4				Sep up the Audit Committee.
	According to the number of directorsand
	supervisors stipulated in the Articles of
	Incorporation of the Company, those with
	the most voting rights shall be elected as
	directors and supervisors in order.If two or
	more people have the same amount of
	rights and exceed the quota stipulated in the
	Company's Articles of Incorporation, the
	decision shall be made by drawing
	lots.Those who do not attend will be drawn
	by the chairperson.

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shall be elected together, and the elected quota shall be calculated separate
Article 5 There shall be more than half of the directors, who shall not have a relationship within the spouse or second degree of kinship.	Article 5 When one person is elected as a director and a supervisor at the same time, he shall decide on his own to serve as a director or supervisor, and shall not hold two positions concurrently.	Sep up the Audit Committee.
(remove this article)	Article 5-1 There should be more than half of the directors, and there should be at least one between supervisors or between supervisors and directors, and the following relationships should not be held: 1. Spouse. 2. Relatives within the second degree of kinship.	Sep up the Audit Committee.
	1.
	2.

(remove this article)	Article 5-2 If the candidates for directors or supervisors do not meet the provisions of the preceding article, the elected directors or supervisors shall be determined in accordance with the following provisions: 1. If the directors do not comply with the regulations, and those with lower voting rights, their election will be invalid. 2. If the supervisor does not comply with the regulations, the regulations shall be the same as before. 3. If the supervisors and directors do not comply with the regulations, and the voting rights obtained are lower, their election will be invalid.	Sep up the Audit Committee.
	1.
	2.
	3.

(remove this article)	Article 5-3 In the election of directors, independent directors and non-independent directors shall be elected together, and the elected quota shall be calculated separate	Modify the article number。
Article 9 The elector shall fill in the name or account of the electee in the "Electee" column of the ballot. However, when the government or legal person shareholder is the electee,	Article 9 If the electee is a shareholder ,the elector shall fill in the electee's account name and shareholder account number in the electoral column of the ballot; if the electee is not a	According to the actual practice.
	column of the ballot;

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the electee on the ballot shall fill in the name of the government or legal person, and may also fill in the name of its representative; if there are several representatives, the name of the representative shall be filled in separately.	shareholder, the electee's name and identification document number shall be filled in. However, when the government or legal person shareholder is the electee, the electee on the ballot shall fill in the name of the government or legal person, and may also fill in the name of its representative; if there are several representatives, the name of the representative shall be filled in separately.
Article 10 Ballots with the following circumstances are invalid: 1. The ballots used are not prepared by the convener. 2. The ballot paper used is blank. 3. The handwriting is illegible or has been altered. 4. The candidates filled in are inconsistent with the list of candidates for directors. 5. In addition to filling in the name of the electee, other words are included. 6. Two or more electees are listed on the same ballot.	Article 10 Ballots with the following circumstances are invalid: 1. The ballots used are not prepared by the board of directors .. 2. The ballot paper used is blank. 3. The handwriting is illegible or has been altered. 4. If the filled candidate is a shareholder, his account name and shareholder account number do not match the shareholder register; if the filled candidate is not a shareholder, his name and identification document number have been checked and inconsistent. 5. In addition to the account name (name) and shareholder account number (identification document number) of the electee and the number of voting rights, other words are included on the ballot. 6. The name of the electee filled in is the same as the name of other shareholders, but the shareholder account numb er or identification document number is not filled in, and cannot be identified.	According to the actual practice.
	5.
	6.

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〈AttachmentVI〉

Winmate Inc.

Comparison Table for Articles in the“Rules of Procedure for Shareholders Meetings”

After amendment	Before amendment	Remark
Article 4：Operating procedures 1 to 23 (omitted) 24.The election of directors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by the Company, and the voting results shall be announced on-site immediately, including the names of those elected as directorsand the names of unsuccessful directors and the number of votes they have received.	Article 4：Operating procedures 1 to 23 (omitted) 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 directorsand supervisors and the numbers of votes with which they were elected.	Sep up the Audit Committee.

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〈AttachmentVII〉

Winmate Inc.

Comparison Table for Articles in the“Governing the Acquisition and Disposal of Assets”

After amendment	Before amendment	Remark
Article 1 Purpose In order to protect assets and implement information disclosure, this procedure is formulated.	Article 1 Purpose In order to protect assets and implement information disclosure, this procedure management method is formulated.	According to the actual practice.

Article 2 According to the law This procedure is carried out in accordance with Article 36-1 of the Securities and Exchange Act and "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" issued by the FSC.	Article 2 According to the law This procedure management method(hereinafter referred to as this law) is carried out in accordance with Article 36-1 of the Securities and Exchange Act(No. 09600014631) and "Regulations Governing the Acquisition and Disposal of Assets by Public Companies" issued bythe FSC.	According to the actual practice.
Article 6 (…omitted) When issuing valuation reports or opinions, the aforementioned persons shall comply withthe self-discipline regulations of their respective trade associations and the following matters: (…omitted)	Article 6 (…omitted) When issuing valuation reports or opinions, the aforementioned persons shall comply with the following matters: (…omitted)	According to the governing law and regulations
Article 8 Procedures for acquiring or disposing of real estate or other fixed assets 1~3 (omitted) 4. (omitted) (3) If the professional valuation results are in any of the following situations, except that the valuation results are all higher than the purchase price, or the valuation results are all lower than the selling price, an accountant should be consulted for opinions on the reasons for the difference and the reasonableness of the price: 1. The difference between the	Article 8 Procedures for acquiring or disposing of real estate or other fixed assets 1~3 (omitted) 4. (omitted) (3) If the professional valuation results are in any of the following situations, except that the valuation results are all higher than the purchase price, or the valuation results are all lower than the selling price, an accountant should be consulted for opinions on the reasons for the difference and the reasonableness of the priceaccording to the Auditbulletin No. 20 (issued	According to the governing law and regulations

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After amendment		Remark
appraisal result and the transaction price is more than 20% of the transaction price. 2. The difference between the appraisal results of two or more professional appraisers is more than 10% of the transaction amount. (…omitted)	by the"Accounting Research and Development Foundation") : 1. The difference between the appraisal result and the transaction price is more than 20% of the transaction price. 2. The difference between the appraisal results of two or more professional appraisers is more than 10% of the transaction amount. (…omitted)
Article 9 Procedures for the acquisition or disposal of securities investment 1. (…omitted) 2. The procedure for determining transaction conditions and authorization limit (1) to (2) (…omitted) (3) Subscribing for fixed-income monetary funds shall be approved by the financial supervisor. 3. (…omitted) 4. Obtaining the opinion of an accountant If the transaction amount of securities exceeds 20% of the capital or more than NT$300 million, the accountant shall be consulted on the day of occurrence to express their opinion on the reasonableness of the transaction price. However, this does not apply if the securities are publicly quoted in an active market or otherwise stipulated by sfc.	Article 9 Procedures for the acquisition or disposal of securities investment 1. (…omitted) 2. The procedure for determining transaction conditions and authorization limit (1) to (2) (…omitted) 3. (…omitted) 4. Obtaining the opinion of an accountant If the transaction amount of securities exceeds 20% of the capital or more than NT$300 million, the accountant shall be consulted on the day of occurrence to express their opinion on the reasonableness of the transaction price.If the accountant needs to use the expert report, it should follow the Audit Bulletin No. 20 (issued by the Accounting Research and Development Foundation). However, this does not apply if the securities are publicly quoted in an active market or otherwise stipulated bysfc.	According to the governing law and according to the actual practice.。
3. 4.
Article 10 Transactions with Related Persons 1. (…omitted) 2. Operating procedures The companyacquires or disposes of real	Article 10 Transactions with Related Persons 1. (…omitted) 2. Operating procedures The companyacquires or disposes of real	Sep up the Audit Committee

44 -

After amendment Before amendment estate or its right-of-use assets from a estate or its right-of-use assets from a related party, or acquires or disposes of related party, or acquires or disposes of other assets from a related party and the other assets from a related party and the transaction amount reaches 20% of the transaction amount reaches 20% of the company's capital, 10% of the total assets company's capital, 10% of the total assets or more than 300 million, except for or more than 300 million, except for public bonds (domestic), rp bonds, and public bonds (domestic), rp bonds, and money market funds, transaction money market funds, transaction contracts and payments shall be made contracts and payments shall be made only after the approval of more than half only after the approval of supervisors and of the audit committee and the approval the approval of the board of directors. … of the board of directors. (1) to (7) ( omitted) … (1) to (7) ( omitted) The acquisition or disposal of machinery The acquisition or disposal of machinery and equipment for business use between and equipment for business use between the company and its subsidiaries may be the company and its subsidiaries may be decided by the chairman of the board decided by the chairman of the board within a certain amount in accordance within a certain amount in accordance with Paragraph 2 of Article 8, and then with Paragraph 2 of Article 8, and then reported to the board of directors for reported to the board of directors for ratification. If independent directors have ratification. If independent directors have been established, the opinions of each been established, the opinions of each independent director shall be fully independent director shall be fully considered, and any dissenting opinions considered, and any dissenting opinions or reservations of independent directors or reservations of independent directors shall be stated in the minutes of the board shall be stated in the minutes of the board meeting. meeting.

Remark

If the company or its subsidiaries - (non public offering companies) have transactions in the second paragraph of this article, and the transaction amount is more than 10% of the total assets, the company shall submit the information listed in (1) to (7) in the second paragraph to the shareholders' meeting for approval, Before signing the transaction contract and making payment. However, transactions between the Company and its subsidiaries, or between subsidiaries, are not subject to this limitation. The calculation of the above-mentioned

45 -

After amendment	Before amendment	Remark
transaction amount shall be carried out in accordance with the provisions of Paragraph 2 of Article 15, and the term within one year shall be based on the date of this transaction, and shall be retroactive one year.The part of the transaction amount approved by the audit committee, shareholders meeting, and board of directors does not need to be recalculated. 3. Reasonability assessment of transaction costs (1) to (4) (…omitted) (5) If the company obtains immovable property or its right-of-use assets from a related party, and the evaluation results stipulated in subparagraphs (1) and (2) of Paragraph 3 of this article are lower than the transaction price, the following matters shall be handled. 1. (…omitted) 2.The Audit Committee shall act in accordance with Article 288 of the Company Law. (…omitted)	3 Reasonability assessment of transaction costs (1) to (4) (…omitted) (5) If the company obtains immovable property or its right-of-use assets from a related party, and the evaluation results stipulated in subparagraphs (1) and (2) of Paragraph 3 of this article are lower than the transaction price, the following matters shall be handled. 1. (…omitted) 2.The supervisor shall handle the matter in accordance with Article 288 of the Company Act.If an audit committee is established, it shall apply to the independent directors of the audit committee. (…omitted)
Article 11 Procedures for obtaining or disposing of membership cards or intangible assets 1. (…omitted) 2. Procedure for determining transaction conditions and quota If the company's procedures for the acquisition or disposal of assets should be approved by the board of directors, the opinions of each independent director shall be fully considered,and any dissenting opinions or reservations of independent directors shall be stated in the minutes of the board of directors.	Article 11 Procedures for obtaining or disposing of membership cards or intangible assets 1. (…omitted) 2. Procedure for determining transaction conditions and quota If the company's acquisition or disposal of assets should be approved by the board of directors,if any director expresses objection and records are made, the objection record shall be sent to each supervisor. If independent directors have been established, they shall fully consider the opinions of the	Sep up the Audit Committee

46 -

After amendment	Before amendment	Remark
3. (…omitted) 4. Expert evaluation report on membership card or intangible assets Acquiring or disposing of intangible assets or their right-of-use assets or membership certificates, and the transaction amount is 20% of the capital or NT$300 million or more, except for transactions with domestic government agencies, an accountant should be consulted before the transaction to express an opinion on the reasonableness of the transaction price.	independent directors when they are submitted to the board of directors for discussion in accordance with regulations, and their approval or disapproval opinions shall be recorded in the meeting minutes. 3. (…omitted) 4. Expert evaluation report on membership card or intangible assets Acquiring or disposing of intangible assets or their right-of-use assets or membership certificates, and the transaction amount is 20% of the capital or NT$300 million or more, except for transactions with domestic government agencies, an accountant should be consulted before the transaction to express an opinion on the reasonableness of the transaction price.Accountants should also follow the provisions of the Audit Bulletin No. 20 (issued by the Accounting Research and Development Foundation).
Article 12-1 Calculation of Transaction Amount The calculation method of the transaction amount mentioned in Articles8, 9, 10 and 11 shall be handled in accordance with the provisions ofParagraph 2 of Article 15 of these Regulations, and the part that has obtained a professional valuation report or an accountant's opinion shall not be included in the calculation.	Article 12-1 Calculation of Transaction Amount The calculation method of the transaction amount mentioned in Articles 9, 10 and 11 shall be handled in accordance with the provisions ofSubparagraph 5, Paragraph 1 of Article 15 of these Regulations, and the part that has obtained a professional valuation report or an accountant's opinion shall not be included in the calculation.	According to the actual practice.
Article 13 Procedures for acquiring or disposing of derivative products 1. Trading Principles and Guidelines (1) to (2) (…omitted) (3) Division of rights and responsibilities 1. Finance Department (1) to (3) (…omitted) (4)Approval authorityfor derivatives	Article 13 Procedures for acquiring or disposing of derivative products 1. Trading Principles and Guidelines (1) to (2) (…omitted) (3) Division of rights and responsibilities 1. Finance Department (1) to (3) (…omitted) (4)Approval authorityfor derivatives	Sep up the Audit Committee

47 -

After amendment	Before amendment	Remark
A. to B. (…omitted) C. If the procedures for the acquisition or disposal of assets should be approved by the board of directors, the opinions of each independent director shall be fully considered.If any independent director has any objection or reservation, it shall be stated in the minutes of the board meeting. (…omitted) 3. Internal audit system Internal auditors shall regularly understand the adequacy of the internal control of derivatives transactions, check the compliance of derivatives transactions on a monthly basis, and prepare audit reports. If any major violations are found, they shall notifythe Audit Committee in writing. (…omitted)	A. to B. (…omitted) C. If the procedures for the acquisition or disposal of assets should be approved by the board of directors,if the directors express objections and make records, the records of objections should be sent to the supervisors. If independent directors have been established, the opinions of each independent director shall be fully considered, and their approval or disapproval opinions shall be recorded in the meeting minutes. 2. Audit Department Responsible for understanding the adequacy and compliance of the internal control of derivatives transactions, and preparing audit reports, and reporting to the board of directors when major deficiencies are found. (…omitted) 3. Internal audit system Internal auditors shall regularly understand the adequacy of the internal control of derivatives transactions, check the compliance of derivatives transactions on a monthly basis, and prepare audit reports. If any major violations are found, they shall notify the supervisor in writing.If an independent director has been established, the independent director shall be notified in writing. Where an audit committee has been established, the provisions on supervisors in Paragraph 2 shall apply to the audit committee. (2) Internal auditors shall report the internal audit report to sfc before the end of February, and report the improvement of abnormal matters to sfc before the end of May. (…omitted)
Article 15 Information Disclosure	Article 15 Information Disclosure	According

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After amendment	Before amendment	Remark
Procedures 1. Items to be declared and application standards (1) to (6) (…omitted) (7) Assets transactions other than the preceding six paragraphs, financial institutions disposing of creditor's rights, or investment in mainland China, the transaction amount exceeds 20% of the capital or more than 300 million yuan. However, the following circumstances are not limited to this: 1. Buying and selling domestic public bonds or foreign public bonds with a credit rating not lower than my country's sovereign rating. 2. Those who specialize in investment, trade securities on TWSE or OTC, or subscribe for foreign public bonds or common corporate bonds and non-equity financial bonds (excluding subordinated bonds) issued in the primary market, or subscribe or buy Return securities investment trust funds or futures trust funds, or subscribe for or sell back index investment securities, or securities underwriters who act as counseling brokers for emerging companies and subscribe for securities in accordance with OTC regulations. 3. Buy and sell bonds with repurchase or sell-back conditions, and purchase or sell domestic money market funds. (…omitted) (Remove content)	Procedures 1. Items to be declared and application standards (1) to (6) (…omitted) (7) Assets transactions other than the preceding six paragraphs, financial institutions disposing of creditor's rights, or investment in mainland China, the transaction amount exceeds 20% of the capital or more than 300 million yuan. However, the following circumstances are not limited to this: 1. Buying and selling domestic public bonds or foreign public bonds with a credit rating not lower than my country's sovereign rating. 2. Those who specialize in investment, trade securities on TWSE or OTC, or subscribe for foreign public bonds or common corporate bonds and non-equity financial bonds (excluding subordinated bonds) issued in the primary market, or subscribe or buy Return securities investment trust funds or futures trust funds, or subscribe for or sell back index investment securities, or securities underwriters who act as counseling brokers for emerging companies and subscribe for securities in accordance with OTC regulations. 3. Buy and sell bonds with repurchase or sell-back conditions, and purchase or sell domestic money market funds. 4. Announcement Format (1) to (8) (…omitted)	to the governing law and according to the actual practice.
Article 17 Penalties Employees of the company who violate the provisions of this procedure shall be reported for assessment and punished in accordance with the company's personnel management regulations and work rules.	Article 17 Penalties Employees of the company who violate the provisions of this proceduremanagement regulations shall be reported for assessment and punished	According to the actual practice.

49 -

After amendment	Before amendment	Remark
	in accordance with the company's personnel management regulations and work rules.
Article 18 Implementation and Amendment 1. The Company's "The procedures for the acquisition or disposal of assets" shall be approved by more than half of the members of the Audit Committee, submitted to the board of directors for approval, and submitted to the shareholders' meeting for approval, and the same applies to amendments. When this procedure is submitted to the board of directors for discussion, the opinions of each independent director shall be fully considered.If any independent director has any objection or reservation, it shall be stated in the minutes of the board meeting. 2. If the preceding paragraph has not been approved by more than one-half of the members of the audit committee, it may be implemented with the consent of more than two-thirds of the members of the board of directors, and the resolution of the audit committee shall be stated in the minutes of the board of directors. The members of the audit committee and directors shall be calculated on the basis of the actual incumbents. 3. Where the acquisition or disposal of assets should be approved by the board of directors in accordance with these procedures or other laws and regulations, the opinions of each independent director shall be fully considered,and any dissenting opinions or reservations of independent directors shall be stated in the minutes of the board meeting. Significant asset or derivative product	Article 18 Implementation and Amendment 1. The company's "The proceduresmanagement regulations for the acquisition or disposal of assets" should be approved by the board of directors,sent to the supervisors, and submitted to the shareholders' meeting for approval, and the same applies to amendments.If a director expresses an objection and records it in writing, the company shall send the director's objection information to each supervisor. When this procedure is submitted to the board of directors for discussion, the opinions of each independent director shall be fully considered,and the opinions and reasons for their approval or disapproval shall be recorded in the meeting minutes. . 2. The acquisition or disposal of assets shall be approved by the board of directors in accordance with these procedures and other laws and regulations.If a director expresses an objection and records it in writing, the company shall send the director's objection information to each supervisor.When the transaction of acquiring or disposing of assets is submitted to the board of directors for discussion, the opinions of the independent directors shall be fully considered, and their approval or disapproval opinions shall be recorded in the meeting minutes.	Sep up the Audit Committee

50 -

After amendment	Before amendment	Remark
transactions shall be approved by more than half of the members of the audit committee, and a resolution shall be submitted to the board of directors, and the provisions of Paragraph 2 of this article shall apply mutatis mutandis.

51 -

〈AttachmentVIII〉

Winmate Inc.

Comparison Table for Articles in the

“Regulations Governing Loaning of Funds”

After amendment	Before amendment	Remark
Article 11 Subsequent control measures for the loaned amount and procedures for handling overdue claims 1. (…omitted) 2. Registration and custody of cases (1) to (2) (…omitted) (Remove content)	Article 11 Subsequent control measures for the loaned amount and procedures for handling overdue claims 1. (…omitted) 2. Registration and custody of cases (1) to (2) (…omitted) (3) Internal auditors shall at least quarterly audit the operating procedures of fund lending to others, and make written records. If major violations are found, they shall immediately notify all supervisors in writing. (4) If the loan does not meet the requirements of the"Public Issuance Company's Fund Loan and Endorsement Guarantee Handling Standards"or the balance exceeds the limit, the audit unit shall urge the financial unit to formulate an improvement plan, and send the relevant improvement plan to the supervisors. And complete the improvement according to the planned schedule.	According to the actual practice.
Article 12 Internal Control 1. The Company shall prepare a memorandum book for its fund-loaning activities and truthfully record the following information: borrower, amount, date of approval by the board of directors, lending/borrowing date, and matters to be carefully evaluated. 2. The Company's internal auditors shall audit the Operational Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify allthe Audit Committee in writing of any material violation found 3.If, as a result of a change in circumstances, an entity for which an endorsement/guarantee is made does not meet the requirements of these Regulations or the loan balance exceeds	Article 12 Internal Control 1. The Company shall prepare a memorandum book for its fund-loaning activities and truthfully record the following information: borrower, amount, date of approval by the board of directors, lending/borrowing date, and matters to be carefully evaluated. 2. The Company's internal auditors shall audit the Operational Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify allthe supervisors in writing of any material violation found 3.If, as a result of a change in circumstances, an entity for which an endorsement/guarantee is made does not meet the requirements of these Regulations or the loan balance exceeds	Sep up the Audit Committee

52 -

After amendment	Before amendment	Remark
the limit, the Company shall adopt rectification plans and submit the rectification plans to allthe Audit Committee ,and shall complete the rectification according to the timeframe set out in theplan.	the limit, Financial Department of theCompany shall adopt rectification plans and submit the rectification plans to allthe supervisors ,and shall complete the rectification according to the timeframe set out in theplan.
Article 13 Control Procedures for Subsidiary Funds Lending to Others 1 to 2 (…omitted) 3.The Internal auditors of subsidiaries shall audit the Operational Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the Internal auditors of the Company of any material violation found . The Internal auditors of the Company shall notifythe Audit Committee in writing. (…omitted)	Article 13 Control Procedures for Subsidiary Funds Lending to Others 1 to 2 (…omitted) 3.The Internal auditors of subsidiaries shall audit the Operational Procedures for Loaning Funds to Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the Internal auditors of the Company of any material violation found . The Internal auditors of the Company shall notifyall the supervisors in writing. (…omitted)	Sep up the Audit Committee
Article 16 The Company's Operational Procedures for Loaning Funds to Othersshall be approved by more than half of the members of the audit committee, and shall be approved by the board of directors, and submit them for approval by the shareholders' meeting; where any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinion to the shareholders' meeting. The same shall apply to any amendments to the Procedures. If the approval of one-half or more of all audit committee members as required in the preceding paragraph is not obtained, the Operational Procedures may be implemented if approved by two-thirds or more of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting. The terms"all audit committee members" and"all directors"in this article shall be counted as the actual number of persons currently holding those positions.	Article 16 The Company's Operational Procedures for Loaning Funds to Others shall be approved by the board of directors, submit the Procedures toeach supervisor and submit them for approval by the shareholders' meeting; where any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the dissenting opinion toeach supervisor and for discussion by the shareholders' meeting. The same shall apply to any amendments to the Procedures. Where the Company has appointed independent directors, when it submits its Operational Procedures for Loaning Funds to Others for discussion by the board of directors under the preceding paragraph, the board of directors shall take into full consideration each independent director's opinion. If an independent director expresses any dissent or reservation, it shall be noted in the minutes of the board of directors meeting.	Sep up the Audit Committee

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After amendment	Before amendment	Remark
(Remove content)	Article 13 The Company shall notify the independent directors in writing of matters that should be notified to supervisors in accordance with Subparagraph 3 of Paragraph 2 of Article 11, Paragraph 2 of Article 12, Paragraph 3 of and Article 13, In addition, the improvement plan that should be sent to each supervisor in accordance with Subparagraph 4 of Paragraph 2 of Article 11 and Paragraph 3 of Article 12 should also be sent to the independent directors.	Sep up the Audit Committee

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〈AttachmentIX〉

Winmate Inc.

Comparison Table for Articles in the

“Regulations Governing Making Endorsements/Guarantees”

After amendment	Before amendment	Remark
Article 8 Matters needing attention when handling endorsement guarantees: 1.Internal auditors shall at least quarterly audit the operating procedures of Making Endorsements/Guarantees, and make written records. If major violations are found, they shall immediately notify Sep up the Audit Committeein writing. 2. If the loan does not meet the requirements of the "Public Issuance Company's Fund Loan and Endorsement Guarantee Handling Standards" or the balance exceeds the limit, the audit unit shall urge the financial unit to formulate an improvement plan, and send the relevant improvement plan tothe Audit Committee . And complete the improvement according to the planned schedule. 3 to 4 (…omitted) 5. When the Company or its subsidiary endorses a subsidiary whose net worth is less than half of the paid-in capital, in addition to the provisions in the preceding paragraph. The Internal auditors of the Company shall audit the Operational Procedures for Making Endorsements/Guarantees and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the Audit Committee of any material violation found .in writing.	Article 8 Matters needing attention when handling endorsement guarantees: 1.Internal auditors shall at least quarterly audit the operating procedures of Making Endorsements/Guarantees, and make written records. If major violations are found, they shall immediately notify all supervisors in writing. 2. If the loan does not meet the requirements of the "Public Issuance Company's Fund Loan and Endorsement Guarantee Handling Standards" or the balance exceeds the limit, the audit unit shall urge the financial unit to formulate an improvement plan, and send the relevant improvement plan to the supervisors . And complete the improvement according to the planned schedule. 3 to 4 (…omitted) 5. When the Company or its subsidiary endorses a subsidiary whose net worth is less than half of the paid-in capital, in addition to the provisions in the preceding paragraph. The Internal auditors of the Company shall audit the Operational Procedures for Making Endorsements/Guarantees and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the supervisors of any material violation found .in writing.	Sep up the Audit Committee
Article 10 Control Procedures for Subsidiary Making Endorsements/Guarantees 1 to 2 (…omitted) 3.The Internal auditors of subsidiaries shall audit the Operational Procedures for MakingEndorsements/Guarantees and	Article 10 Control Procedures for Subsidiary Making Endorsements/Guarantees 1 to 2 (…omitted) 3.The Internal auditors of subsidiaries shall audit the Operational Procedures for MakingEndorsements/Guarantees and	Sep up the Audit Committee

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After amendment	Before amendment	Remark
the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the Internal auditors of the Company of any material violation found . The Internal auditors of the Company shall notify the Audit Committee in writing.(…omitted)	the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the Internal auditors of the Company of any material violation found . The Internal auditors of the Company shall notifyall the supervisors in writing.(…omitted)
Article 12 Implementation and Amendment The Company's Operational Procedures for Making Endorsements/Guaranteesshall be approved by more than half of the members of the AauditCommittee, and shall be approved by the board of directors, and submit them for approval by the shareholders' meeting; where any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the dissenting opinion to the shareholders' meeting. The same shall apply to any amendments to the Procedures. If the approval of one-half or more of all audit committee members as required in the preceding paragraph is not obtained, the Operational Procedures may be implemented if approved by two-thirds or more of all directors, and the resolution of the audit committee shall be recorded in the minutes of the board of directors meeting. The terms"all audit committee members" and"all directors"in this article shall be counted as the actual number of persons currently holding those positions.	Article 12 Implementation and Amendment The Procedure shall be approved by the board of directors, submit the Procedures toeach supervisor and submit them for approval by the shareholders' meeting; where any director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the dissenting opinion toeach supervisor and for discussion by the shareholders' meeting. The same shall apply to any amendments to the Procedures. Where the Company submits the Procedures for Making Endorsements/Guaranteesfor discussion by the board of directors under the preceding paragraph, the board of directors shall take into full consideration each independent director's opinion. If an independent director expresses any dissent or reservation, it shall be noted in the minutes of the board of directors meeting.	Sep up the Audit Committee
(Remove content)	Article 13 The Company shall notify the independent directors in writing of matters that should be notified to supervisors in accordance with Paragraph 1of Article 8, , Paragraph 5 of Article 8, , and Paragraph 3of Article 10,In addition, the improvement plan that should be sent to each supervisor in accordance with Paragraph 2 of Article 8 should also be sent to the independent directors.	Sep up the Audit Committee

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〈Attachment X〉

List of Director Candidates

Title	Name	Education and Experience	Current Job	Number of Shares
Director	Premier Touch Corporation Representative: Lu, Ku-Ching	MBA, The University of Melbourne, Australia Department of Business Administration, National Taiwan University Product department manager of Inventec Corporation	Chairman and R&D Head of Winmate Inc. Director of Beijing WinMate Automation Technology Co Ltd. Chairman of TTX Canada Inc. Chairman of WinMate Communication US,Inc.	3,775,744
Director	Yeh, Ching-Fa	Master of Computer Science, State University of New York, USA. Department of Information Science, Tunghai University Deputy business manager of ASTRA COMMUNICATION CORP	Vice President of Winmate Inc.	1,950,085
Director	Onyx Healthcare Inc. Representative: Chuang, Yung-Shun	Honorary Doctor of Engineering, National Taiwan University of Science and Technology Chairman of AAEON Technology Inc. Chairman of ONYX Healthcare Inc. EMBA, National Taiwan University Master of Business Administration,Tulane University, USA.	AAEON TECHNOLOGY INC. -Chairman & corporate representative、 ONYX HEALTHCARE INC.- Chairman & corporate representative、 ONYX HEALTHCARE (SHANGHAI) LTD. -Chairman & corporate representative、 Chairman of EverFocus. Director of IBASE Technology Inc. Director of AAEON Electronics Inc. Director of AAEON TECHNOLOGY (Europe) B.V. Director of AAEON TECHNOLOGY GMBH Director of AAEON TECHNOLOGY SINGAPORE PTE. LTD Chairman of AAEON Technology (Suzhou) Inc. Chairman of Yanyou Investment Co., Ltd. Chairman of YAN SIN INVESTMENT CO., LTD. Director of AAEON Foundation Director of FU LI INVESTMENT Co., Ltd. Director of Mcfees Group Inc. Director of Allied Biotech Corp. Director of King Core Director of AtechOEM Director of QI YE DIAN ZI	10,041,000

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			(DONGGUAN) YOU XIAN GONG Director of OUTSTANDING ELECTRONICS MANUFACTURER (DANYANG) Co., Ltd. Director of MACHVISION Inc Director of MACHVISION (Dongguan) Inc Director of Top Union Electronics Corp. Independent Director of Top Union Electronics Corp. Director of Allied Oriental International Ltd. Member of Remuneration Committee of Top Union Electronics Corp. Member of Audit Committee of Top Union Electronics Corp. Director of Litemax Director of LitemaxTechnology, Inc. Director of ONYX Healthcare Europe B.V Director of ONYX Healthcare USA, Inc. Director of iHELPER Inc Director of XAC Automation Corporation Director of CHC Healthcare Group Director of SUNENGINE CORPORATION LTD. Director of NEW FUTURE CAPITAL. Independent Director of TAIFLEX Scientific Co., Ltd.
Director	Jui Hai Investmen Co., Ltd. Representative: Chuang, Fu-Chieh	Master, Carnegie Mellon University, USA. EMBA, National Chengchi University	Director of SPARK Technologies Inc. Director of Yan Sin Investment Co., Ltd. Director of Fu Li Investment Co. Director of長揚Investment Co., Ltd. Director of LYDS TECHNOLOGIES INC. Supervisor of Jui Hai Investment Co., Ltd. Representative Assistant Manager of research and development, AAEON Technology Inc.	4,300,000
Director	Advantech Co., Ltd. Representative: Liu, Wei-Chih	Johns Hopkins University GMBA Department of Physics, National Dong Hwa University	Director of CZ investmentCo., Ltd. Director of Advantech Co., Ltd. Director ofK and M Investment Co., Ltd. Director of ChuanTing Investment Co., Ltd Director of Mildex Optical Inc. Director of Shanghai Advantech Intelligent Services Co., Ltd. (AiSC) Director of ADVANTECH SERVICE-IOT(SHANGHAI) CO., LTD.. Director ofShanghai Yanle Co., Ltd.(AYL).	12,000,000

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			Director of Advantech Co. Singapore Pte Ltd.(ASG) Director of Advantech Australia Pty Ltd. (AAU) Director of Advantech Co.MalaysiaSdn.Bhd(AMY) Director of Advantech Corporation (Thailand) Co.,Ltd. (ATH) Director of Advantech International PT.(AID) Director of Advantech Industrial Computing India Private Limited.(AIN) Director of Advantech Electronics,S.DeR.L.De C. (AMX) Director of Advantech IOT Israel Ltd.(AIL) Director of Advantech Raiser India Private Limited(ARI)
Director	Wang, Wei-Sheng	Department of Business Administration, Tamsui Institute of Business Administration	President of Bonnar Industrial Co., Ltd.	1,069,051
Independ entDirect or	Hung, Ming-Chou	Doctor of Business Administration, University of Illinois, USA Professor at the Department of Industrial Management, National Taiwan University	－	0
Independ entDirect or	Hu, Tung-Lai	Doctor of Commerce, National Taiwan University Institute of Business Studies Master of Industrial Management Institute, National Taiwan University of Science and Technology Department of Mechanical Engineering, National Taipei University of Technology Independent Director of ESON Precision Engineering Co. Ltd. Director of Taiwan Cogeneration Corp. Member of Audit Committee of HwaCom Systems Inc Independent Director of Entery Industrial Co., Ltd. Professor of the Department of Business Administration, National Taipei University of Technology Professor of City University of Macau Professor of Peking University’s Guanghua School of Management	Independent Director of TIGA Gaming Inc. Specialist & Visiting Professor of Singyes solar Singyes College Academic of Chaoyang University of Technology	0

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		Professor of Sun Yat-sen University,
Independ entDirect or	Chu, Wen-Yi	Vice Provost, National Taiwan University Director of the Institute of Business Studies, National Taiwan University Head of the Department of Business Administration, National Taiwan University Professor of Business Administration, National Taiwan University Doctor of London Business School	Independent Director of United Microelectronics Corp.	0

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〈Attachment XI〉

List of Exemption of the limitation of

. non-competition on the directors

Title	Name	CurrentlyPositions in Other Companies
Director	Onyx Healthcare Inc.	Director of ONYX Healthcare USA, Inc. Director of ONYX Healthcare Europe B.V Chairman of ONYX Healthcare (Shanghai) Inc. Director of iHELPER Inc.
Onyx Healthcare Inc.Representative	Chuang, Yung-Shun	Chairman of AAEON Technology Inc. Chairman of ONYX Healthcare Inc. Chairman of ONYX Healthcare (Shanghai) Inc. Chairman of EverFocus. Director of IBASE Technology Inc. Director of AAEON Electronics Inc. Director of AAEON TECHNOLOGY (Europe) B.V. Director of AAEON TECHNOLOGY GMBH Director of AAEON TECHNOLOGY SINGAPORE PTE. LTD Chairman of AAEON Technology (Suzhou) Inc. Director of Mcfees Group Inc. Director of Allied Biotech Corp. Director of King Core Director of AtechOEM Director of QI YE DIAN ZI (DONGGUAN) YOU XIAN GONG Director of OUTSTANDING ELECTRONICS MANUFACTURER (DANYANG) CO., LTD. Director of MACHVISION Inc Director of MACHVISION (Dongguan) Inc Director of Top Union Electronics Corp. Independent Director of Top Union Electronics Corp. Director of Allied Oriental International Ltd. Member of Remuneration Committee of Top Union Electronics Corp. Member of Audit Committee of Top Union Electronics Corp. Director of Litemax Director of LitemaxTechnology, Inc. Director of ONYX Healthcare Europe B.V Director of ONYX Healthcare USA, Inc. Director of iHELPER Inc Director of XAC Automation Corporation Director of CHC Healthcare Group Director of SUNENGINE CORPORATION LTD. Independent Director of TAIFLEX Scientific Co., Ltd.
Director	Jui Hai Investment Co., Ltd.	Chairman of AAEON Technology Inc. Director of AtechOEM
Jui Hai Investment Co., Ltd.Representative	Chuang, Fu-Chieh	Director of SPARK Technologies Inc. Director of長揚Technologies Co., Ltd. Director of LYDS TECHNOLOGIES INC. Assistant Manager of research and development, AAEON Technology Inc.
Director	Advantech Co., Ltd.	Director of北京研華興業Electronic Technology Ltd. (ACN).

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		Chairman of研華智勤Co., Ltd. Chairman of Advantech (China) Co., Ltd. (AKMC) Chairman of of上海研華慧胜智能Technology Ltd. Chairman of西安研華Software Ltd. Chairman of研華智誠Co., Ltd. Chairman of環研物聯Co., Ltd. Director of英研智能移動Co., Ltd. Chairman of Advantech Japan Co.,Ltd. (AJP) Chairman of B+B Smartworx Inc. Director of Axiomtek Director of博智Electronics Co., Ltd. Director of寶元數控Co., Ltd. Director of Advantech Europe B.V. (AEU) Director of ADVANTECH International PT. (AID) Director, Advantech Electronics, S. De R. L. De C. (AMX) Director of Advantech Technology Co., Ltd. (ATC) Director of HK Advantech Technology Co., Ltd (ATC (HK)) Director of Advantech Automation Corp. (BVI)(AAC(BVI)) Director of Advantech Automation Corp.(HK) Limited. (AAC (HK)) Director of Advantech Co. Singapore Pte, Ltd. (ASG) Director of Advantech Corp. (ANA) Director of Advantech Europe Holding B.V. (AEUH) Director of AdvantechCo.,Malaysia Sdn.Bhd (AMY) Director of Advantech KR Co.,Ltd (AKR). Director of Advantech Corporation (Thailand) Co.,Ltd (ATH) Director of Advantech Industrial Computing India Private Limited (AIN) Director of Advantech Australia Pty Ltd. (AAU) Director of Advantech IOT Israel Ltd.(AIL)
Advantech Co., Ltd.Representative	Liu, Wei-Chih	Director of Advantech Co., Ltd. Director of Mildex Optical Inc. Director of Shanghai Advantech Intelligent Services Co., Ltd. (AiSC) Director of ADVANTECH SERVICE-IOT(SHANGHAI) Co.,Ltd Director of Shanghai Yanle Co., Ltd.(AYL)
Director	Wang, Wei-Sheng	President of Bonnar Industrial Co., Ltd.
IndependentDirector	Hung, Ming-Chou	－
Independent Director	Hu, Tung-Lai	Independent Director of TIGA Gaming Inc.
IndependentDirector	Chu, Wen-Yi	Independent Director of United Microelectronics Corporation

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IIII. Appendices

〈Appendix I〉

Winmate Inc.

Articles of Incorporation

(Befor Amendment)

Chapter 1General 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.

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
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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 (Befor Amendment)

Article 1：Tomake 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

1.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.
2.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.
3.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
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chairperson, or, where the chairperson does not make such a designation, the directors shall select from among themselves one person to serve as chair.

If the shareholders’ meeting is convened by any authorized party other than the Board ofDirectors, the convener will act as the meeting chairman. If there are two or moreconveners, 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.

5.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.
6.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.
7.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.
8.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 notbe changed without the resolutions reached in the shareholders’ meeting. The provision referred to above is applicable even when
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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 reached forthe 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.

9.Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail.

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

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.
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.
12.After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.
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.
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.
Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after
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vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

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 approvedby 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 minutesof 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 minutesmust be retained indefinitely.
Article 6：The shareholders meeting could not be convened at the time of the notice for some reason, or mayannounce 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. Procedures for Election of Directors and Supervisors (Befor Amendment)

Article 1：The Rules Governing are hereby formulated in accordance with the provisions of the Company Act and the Articles of Incorporation of the Company, and the election of directorsand supervisors of the Company shall be governed in accordance with the Rules Governing.
Article 2：The directors and supervisors of the Company shall be elected by the shareholders meeting with competent persons for a term of three years and may be re-elected.
Article 3：In the election of directors and supervisors of theCompany, each share has the same voting rights as the number of directors and supervisors to be elected, and the votes may be voted for one person or several people separately.
Article 4：According to the number of directors and supervisors stipulated in the Articles of Incorporation of the Company, those with the most voting rights shall be elected as directors and supervisors in order.If two or more people have the same amount of rights and exceed the quota stipulated in the Company's Articles of Incorporation, the decision shall be made by drawing lots.Those who do not attend will be drawn by the chairperson.
Article 5：When one person is elected as a director and a supervisor at the same time, he shall decide on his own to serve as a director or supervisor, and shall not hold two positions concurrently.
Article 5-1：There should be more than half of the directors, and there should be at least one between supervisors or between supervisors and directors, and the following relationships should not be held:
Spouse.
Relatives within the second degree of kinship.
Article 5-2：If the candidates for directors or supervisors do not meet the provisions of the preceding article, the elected directors or supervisors shall be determined in accordance with the following provisions:
If the directors do not comply with the regulations, and those with lower voting rights, their election will be invalid.
If the supervisor does not comply with the regulations, the regulations shall be the same as before.
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If the supervisors and directors do not comply with the regulations, and the voting rights obtained are lower, their election will be invalid.
Article 5-3：In the election of directors, independent directors and non-independent directors shall be elected together, and the elected quota shall be calculated separate
Article 6：Election ballots are produced and issued by the company, and the number of the attendance certificate and the number of voting rights shall be clearly listed, and the company seal shall be affixed.
Article 7：At the beginning of the election, the scrutineers and tellers shall be designated by the chairman to perform relevant duties, and the scrutineers shall have the identity of shareholders.
Article 8：Ballot boxes shall be prepared by the Company and shall be opened by scrutineers before voting.
Article 9：If the electee is a shareholder, the elector shall fill in the electee's account name and shareholder account number in the electoral column of the ballot; if the electee is not a shareholder, the electee's name and identification document number shall be filled in. However, when the government or legal person shareholder is the electee, the electee on the ballot shall fill in the name of the government or legal person, and may also fill in the name of its representative; if there are several representatives, the name of the representative shall be filled in separately.

Article 10：Ballots with the following circumstances are invalid:

The ballots used are not prepared by the board of directors. .
The ballot paper used is blank.
The handwriting is illegible or has been altered.
If the filled candidate is a shareholder, his account name and shareholder account number do not match the shareholder register; if the filled candidate is not a shareholder, his name and identification document number have been checked and inconsistent.
In addition to the account name (name) and shareholder account number (identification document number) of the electee and the number of voting rights, other words are included on the ballot.
The name of the electee filled in is the same as the name of other shareholders, but the shareholder account number or identification document number is not filled in, and cannot be identified.

Article 11：After the voting is completed, the votes shall be counted on the spot, and the results

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shall be announced by the chairman on the spot

Article 12：Matters not stipulated in the Procedures shall be handled in accordance with the Company Act and other laws and regulations.
Article 13：The Procedures shall be implemented after the approval of the shareholders' meeting, and the same shall apply to amendments.
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〈Appendix IV〉

Winmate Inc. Shareholding of Directors and Supervisors

The Company has paid-up capital of NT$726,174,470, issued in 72,617,447 shares.
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 5,809,395 shares. The Company has elected at least two independent directors, therefore required shareholding of non-independent directors is reduced to 80%.
Directors of the Company held a total of 32,066,829 shares as of March 29, 2022, 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	5.20%
Directors	Yeh,Ching-Fa	2019/5/24	1,950,085	2.69%
Directors	Onyx Healthcare Inc. Representative: Chuang,Yung-Shun	2019/5/24	10,041,000	13.83%
Directors	Jui Hai Investment Co.,Ltd. Representative：Chuang, Fu-Chieh	2019/5/24	4,300,000	5.92%
Directors	Advantech Co., Ltd. Representative：Liu, Wei-Chih	2019/5/24	12,000,000	16.52%
Independent Director	Hsieh, Fa-Ta	2019/5/24	0	0.00%
Independent Director	Hu, Tung-Lai	2019/5/24	0	0.00%
Total Directors			32,066,829	44.16%
Supervisor	Pang, Yu-Ching	2019/5/24	728,027	1.00%
Supervisor	Wang, Wei-Sheng	2019/5/24	1,069,051	1.47%
Supervisor	Tsai, Shih-Yang	2019/5/24	71,000	0.10%
Total Supervisors			1,868,078	2.57%

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AI assistant

Winmate — AGM Information 2022

52323_rns_2022-05-31_3a526d21-04f0-4edf-b096-6acfdcba3bce.pdf

WINMATE INC.

Handbook for the 2022

Annual General Shareholders Meeting

Winmate Inc.

Procedure for the 2022 General Shareholders’

Meeting

9. Adjournment

I.Agenda of Annual Meeting

Winmate Inc.

1. Call the Meeting to Order

2. Chairperson Remarks

3. Report Items

4. Acknowledgement Items

5. Discussion Items

6. Election Items

7. OtherItems

8. Extemporary Motions

9. Adjournment

1. Report Items

2. Acknowledgement Items

Winmate Inc 2021 Earnings Distribution Table

3. Discussion Items

4. Election Items

5. Other Items

6. Extemporary Motions

7. Adjournment

II. Attachments

Letter to Shareholders

Dear Shareholders,

Supervisor’s Review Report

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

Other Matter –Making Reference to the Audit of a Component Auditor

Responsibilities of Management and Those Charged with Governance for the Parent-Company-Only Financial Statements

Auditor’s Responsibilities for the Audit of the Parent-Company-Only Financial Statements

MANAGEMENT REPRESENTATION LETTER

REPORT OF INDEPENDENT AUDITORS

Opinion

Basis for Opinion

Key Audit Matters

Revenue Recognition

Other Matter –Making Reference to the Audit of a Component Auditor

Responsibilities of Management and Those Charged with Governance for the Consolidated FinancialStatements

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Winmate Inc.

Comparison Table for Articles in the“Articles of Incorporation”

Winmate Inc.

Comparison Table for Articles in the“Rules Governing the Election of Directors and Supervisors”

Winmate Inc.

Comparison Table for Articles in the“Rules of Procedure for Shareholders Meetings”

Winmate Inc.

Comparison Table for Articles in the“Governing the Acquisition and Disposal of Assets”

〈AttachmentVIII〉

Winmate Inc.

Comparison Table for Articles in the

“Regulations Governing Loaning of Funds”

Winmate Inc.

Comparison Table for Articles in the

“Regulations Governing Making Endorsements/Guarantees”

List of Director Candidates

List of Exemption of the limitation of

. non-competition on the directors

IIII. Appendices

〈Appendix I〉

Articles of Incorporation

Chapter 1General Rules

Chapter 2 Shares

Chapter 3 Shareholders’ meeting

Chapter 4 Directors and supervisors

Chapter 5 Managers

Chapter 6 Accountant

Chapter 7 Annexes

〈Appendix II〉

Winmate Inc. Rules of Procedure for Shareholders Meetings (Befor Amendment)

Winmate AGM Information 2022