Winmate — AGM Information 2023

May 31, 2023

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Stock Code ： 3416

WINMATE INC.

Handbook for the 2023

Annual General Shareholders Meeting

May 30, 2023

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2023 Annual General Shareholders Meeting

Table of Contents

I Meeting Procedure ......................................................... 1 II Agenda of Annual Meeting ............................................ 2 Report Items .................................................................................. 3 Acknowledgement Items .............................................................. 5 Extemporary Motions ................................................................... 6 III Attachments .................................................................... 7 Letter to Shareholders ................................................................... 7 Audit Committee's Review Report ............................................... 9 Independent Auditor's Report and 2023 Financial Statements .. 10 IV Appendices .................................................................... 32 Articles of Incorporation ............................................................. 32 Rules of Procedure for Shareholders Meetings .......................... 37 Shareholding of Directors ........................................................... 42

I

I. Meeting Procedure for 2023 General Shareholders’ Meeting

1. Call the Meeting to Order

2. Chairperson Remarks

3. Report Items

4. Acknowledgement Items

5. Extemporary Motions

6. Adjournment

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II. Agenda of Annual Meeting

Winmate Inc.

Agenda of 2023 General Shareholders’ Meeting

Meeting Time ： 9 ： 00 a.m. on May 30 (Tuesday), 2023

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

Taipei City, Taiwan.

Convening Method ： To be convened physically

1. Call the Meeting to Order

2. Chairperson Remarks

3. Report Items

• (1) The 2022 Business Reports

• (2) The 2022 Audit Committee’s Review Report

• (3) 2022 Employees’ and Directors’ Remuneration Proposal

• (4) The 2022 Distribution of Cash dividend from earnings and additional paid-in capital

4. Acknowledgement Items

• (1) Adoption of 2022 Business Report and Financial Statements

• (2) Adoption of the 2022 Earnings Distribution Proposal

5. Extemporary Motions

6. Adjournment

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1. Report Items

Report No.1

• Cause of action ： The 2022 Business Reports. Explanation ： The 2022 Business Report is attached as Attachment I. (P7~P8)

Report No.2

• Cause of action ： The 2022 Audit Committee’s Review Report. Explanation ： The 2022 Audit Committee’s Review Report is attached as Attachment II. (P9)

Report No.3

• Cause of action ： 2022 Employees’ and Directors’ Remuneration Proposal Explanation ： (1) The Company’s net income before tax (excluding remunerations of directors and employees) amounted to NT$629,566,851 in 2022. Pursuant to Article 23 of the Company’s Articles of Incorporation, it is recommended to appropriate an amount of NT$62,956,685 as bonus to employees and NT$11,332,203 as remuneration to directors, which are paid in cash.

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

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Report No.4

• Cause of action ： The 2022 Distribution of Cash dividends from earnings and additional paid-in capital.

• Explanation ： (1) The Board of Directors is authorized to decide the distribution of partial or full dividends or capital surplus in cash, and report the decision to the shareholders meeting in accordance with Article 23-1 of the Articles of Incorporation.

• (2) The Board of Directors had resolved the earning for cash distribution amounting to NT$292,817,008 were distributed at NT$4 per share and additional paid-in capital NT$73,204,252 were distributed at NT$1 per share, a total of NT$5 per share is distributed.

• (3) 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. In this proposal, the Chairman is authorized to set baseline date and payment date for cash dividends.

• (4) 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 having the Chairman authorized to handle matters related to the changes.

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2. Acknowledgement Items

Acknowledgement 1 ： (Proposed by the Board of Directors)

Cause of action ： Adoption of the 2022 Business Report and Financial

Statements Explanation ： (1) The 2022 business report and financial statements were composed by the Board of Directors. The Company’s financial statements were audited by independent auditors, Mr. Mao-Yi, Hung, and Mr. Ching-Piao, Cheng of Ernst & Young Accounting Firm and were reviewed by the Audit Committee along with the business report with a written audit report issued.

(2) The Company’s Business Report, Independent Auditor’s Report, and Financial Statements please refer to 、 Attachment I and Attachment III. (P7~P8 P10~P31)

Resolution ：

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Acknowledgement 2 ： (Proposed by the Board of Directors)

Cause of action ： Adoption of the 2022 Earnings Distribution Proposal.

Explanation ： The Distribution of Earnings for the year 2022 has been approved by the Board of Directors. Please refer to 2022 earnings distribution table as follow ：

Winmate Inc

2022 Earnings Distribution Table

Items Unappropriated retained earnings - beginning Add：Remeasurements of defined benefit plans Add：Disposal of investments in equity instruments at fair value through other comprehensive income Adjusted unappropriated retained earnings Add：Net Income of 2022 Less：Legal reserve appropriated (10%) Add：Reversed special reserve (Note) Current retained earnings available for distribution Distributable items: Cash Dividends (NT$4 per share) Stock Dividends Unappropriated retained earnings - ending Number of shares Unappropriated retained earnings for 2022 Tax on unappropriated earnings(5%)	Unit: NT$ Amount 158,808,008 2,907,055 5,846,886
	167,561,949 452,429,173 (46,118,311) 34,790,716
	608,663,527 (292,817,008) 0
	315,846,519
	73,204,252 157,038,511 7,851,926

Resolution ：

3. Extemporary Motions

4. Adjournment

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〈 Attachment I 〉

III. Attachments

Letter to Shareholders

Dear Shareholders,

The COVID-19 epidemic has gradually become a flu in 2022, countries have begun to unblock, and economic activities are no longer affected by the epidemic. Instead, the central banks of various countries continue to raise interest rates to curb inflation, causing the technology industry to lose growth momentum; in addition, during the previous epidemic period, the inventory level of the technology industry, especially consumer electronics manufacturers, was high. When the terminal demand decreased, they began to destock, which led to Taiwan's Q4 economic growth turning negative, ending the 26 consecutive quarters of positive growth since the second quarter of 2016 growing up. Looking forward to 2023, inflationary pressures will begin to slow down as central banks continue to raise interest rates. U.S. interest rates will reach a high point in the first half of the year. The FED may even cut interest rates to avoid a recession in the economy, which in turn will promote global economic growth. The demand for industrial computers and other equipment will benefit from it.

The company's consolidated operating income in 2022 was NT$2,659,296thousand, an increase of 6.30% compared to the previous year's NT$2,501,627thousand; the gross profit margin climbed from 33.51% to35.43 %; Consolidated net profit after tax was NT$452,429thousand, an increase of 24.05% from NT$364,706thousand in the previous year; after-tax earnings per share was NT$6.23, creates a new record in history.

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. 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 charging station and dashboard, providing complete solutions for customers' digital transformation application services, AIoT, 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, an ISO 45001 occupational safety and health management system will be established this year to ensure that the company's occupational safety and health issues and impacts are minimized, and it can respond to domestic occupational safety and health management trends and standard requirements to meet the expectations of stakeholders for occupational safety and health, and reduce business risks and shocks.

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 26 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

Chief Accountant ： Eddie Liu

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〈 Attachment II 〉

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2022 business report, financial statements and proposal for earnings distribution. The financial statements have been audited by Certified Public Accountants, Mr. Mao-Yi, Hung and Mr. Ching-Piao, Cheng of Ernst & Young Accounting Firm and the Auditors’ Report was issued accordingly. The above business report, financial statements and earnings distribution proposal have been examined and determined to be correct and accurate by the Audit Committee of Winmate Inc. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby submit this report.

Winmate Inc.

Chairman of the Audit Committee: Mr. Ming-Chou, Hung

February 21, 2023

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- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese

Winmate Inc.

Parent-Company-Only Balance Sheets As of December 31, 2022 and 2021

(Amounts Expressed In Thousands of New Taiwan Dollars)

Assets	Assets	Assets		As of December 31,2022	As of December 31,2022	As of December 31,2022		As of December 31,2021	As of December 31,2021	As of December 31,2021
Code	Accounts	Notes		Amount		％		Amount		％
1100 1110 1120 1136 1150 1170 1180 1200 130x 1470 11xx 1517 1535 1550 1600 1755 1780 1840 1915 1920 15xx 1xxx	Current assets Cash and cash equivalents Financial assets at fair value through profit or loss Financial assets at fair value through OCI Financial assets measured at amortized cost Notes receivable, net Accounts receivable, net Accounts receivable - related parties, net Other receivables Inventories, net Other current assets Total current assets Non-current assets Financial assets at fair value through OCI Financial assets measured at amortized cost Investment accounted for under equity method Property, plant and equipment, net Right-of-use assets, net Intangible assets, net Deferred tax assets Prepayment for acquiring machinery Refundable deposits Total non-current assets Total Assets	4, 6(1) 4, 6(2) 4, 6(3) 4, 6(4) 4, 6(5) 4, 6(6) 4, 6(6), 7 4, 6(7) 4, 6(3) 4, 6(4) 4, 6(8) 4, 6(9) 4, 6(19) 4, 6(10) 4, 6(23)		$423,114 20,005 204,092 531,733 - 290,435 232,631 16,449 557,758 45,972 2,322,189 10,000 102,187 116,187 923,080 4,171 5,636 25,769 219,501 679 1,407,210 $3,729,399		11 1 5 14 - 8 6 1 15 1 62 - 3 3 25 - - 1 6 - 38 100		$505,347 - 99,270 684,979 4,862 226,923 108,846 16,729 557,797 56,851 2,261,604 10,000 102,178 86,827 924,556 959 10,154 28,948 81,515 2,177 1,247,314 $3,508,918		14 - 3 20 - 6 3 - 16 2 64 - 3 3 27 - - 1 2 - 36 100

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

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- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese Winmate Inc.

Parent-Company-Only Balance Sheets (Continued)

As of December 31, 2022 and 2021

(Amounts Expressed In Thousands of New Taiwan Dollars)

Liabilities and Equity	Liabilities and Equity	Liabilities and Equity		As of December 31,2022	As of December 31,2022	As of December 31,2022		As of December 31,2021	As of December 31,2021	As of December 31,2021
Code	Accounts	Notes		Amount		％		Amount		％
2130 2170 2180 2200 2220 2230 2250 2280 2321 2399 21xx 2500 2530 2570 2580 2640 25xx 2xxx 31xx 3100 3110 3130 3140 3200 3300 3310 3320 3350 3400 3xxx	Current liabilities Contract liabilities Accounts payable Accounts payable - related parties Other payables Other payables - related parties Current income tax liabilities Provisions Lease liabilities Current portion of bonds payable Other current liabilities Total current liabilities Non-current liabilities Financial liabilities at fair value through profit or loss Bonds payable Deferred tax liabilities Lease liabilities Net defined benefit liability Total non-current liabilities Total liabilities Equity attributable to shareholders of the parent Capital Common stock Certificate of entitlement to new shares form convertible bond Capital collected in advance Capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Other components of equity Total equity Total liabilities and equity	4, 6(17) 7 6(11) 7 4, 6(25) 4, 6(14) 4, 6(19) 4, 6(12) 4, 6(12) 4, 6(12) 4, 6(23) 4, 6(19) 4, 6(13) 6(15) 6(15) 6(15)		$43,632 346,949 3,045 208,935 2,293 124,395 1,517 1,705 450,572 2,636 1,185,679 - - - 2,501 1,924 4,425 1,190,104 726,175 5,868 - 766,622 348,238 34,791 619,991 37,610 2,539,295 $3,729,399		1 10 - 6 - 3 - - 12 - 32 - - - - - - 32 19 - - 21 9 1 17 1 68 100		$49,633 370,841 3,522 202,306 1,577 95,774 3,023 1,005 - 2,181 729,862 800 485,096 27 - 5,646 491,569 1,221,431 725,060 - 330 801,165 312,758 38,113 444,852 (34,791) 2,287,487 $3,508,918		1 11 - 6 - 3 - - - - 21 - 14 - - - 14 35 20 - - 23 9 1 13 (1) 65 100

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

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- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese Winmate Inc.

Parent-Company-Only Statements of Comprehensive Income

For the Years Ended December 31, 2022 and 2021

(Amounts Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)

Code	Items	Notes	2022		2021
			Amount	%	Amount	%
4000 5000 5900 5910 5950 6000 6100 6200 6300 6450 6900 7000 7100 7010 7020 7050 7070 7900 7950 8200 8300 8310 8311 8316 8349 8360 8370 8399 8500 9750 9850	Operating revenue Operating costs Gross profit Realized (Unrealized) sales profit Gross profit from operations Operating expenses Sales and marketing General and administrative Research and development Expected credit losses Total operating expenses Operating income Non-operating income and expenses Interest income Other income Other gains or losses Finance costs Share of profit or loss of subsidiaries, associates and joint ventures Total non-operating incomes and expenses Income before income tax Income tax expense Net income Other comprehensive income (loss) Item that not be reclassified subsequently to profit or loss Actuarial gain (loss) on defined benefit plans Unrealized gain (loss) on equity instrument investment measured at fair value through other comprehensive income (loss) Income tax related to components of other comprehensive income that will not be reclassified to profit or loss Items that may be reclassified subsequently to profit or loss Share of other comprehensive income of associates and joint ventures accounted for under the equity method Income tax related to items that may be reclassified subsequently to P/L Total other comprehensive income, net of tax Total comprehensive income Earnings per share (in NTD) Earnings per share-basic (in NTD) Earnings per share-diluted (in NTD)	4, 6(17), 7 7 7 4, 6(18) 6(21) 6(21) 6(21) 6(21) 4, 6(8) 4, 6(23) 6(22) 6(24)	$2,573,511 (1,734,561) 838,950 (13,803) 825,147 (133,170) (50,719) (184,770) (1,149) (369,808) 455,339 8,397 23,463 44,739 (6,725) 30,065 99,939 555,278 (102,849) 452,429 3,634 75,126 (727) 3,902 (780) 81,155 $533,584 $6.23 $5.68	100 (67) 33 (1) 32 (5) (2) (7) - (14) 18 - 1 2 - 1 4 22 (4) 18 - 3 - - - 3 21	$2,431,831 (1,649,650) 782,181 345 782,526 (126,101) (53,344) (175,016) (666) (355,127) 427,399 5,496 16,691 (15,365) (5,230) 8,707 10,299 437,698 (72,992) 364,706 174 (2,744) (35) (4,971) 994 (6,582) $358,124 $5.03 $4.62	100 (68) 32 - 32 (5) (2) (7) - (14) 18 - 1 (1) - - - 18 (3) 15 - - - - - - 15

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

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English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese

Winmate Inc.

Parent-Company-Only Statements of Changes in Equity

For the Years Ended December 31, 2022 and 2021

(Amounts Expressed In Thousands of New Taiwan Dollars)

					Equity Attr	ibutable to Shareh	olders of the Parent	olders of the Parent			3xxx $2,202,109 - - (217,404) 13,860 (72,468) 364,706 (6,582) 358,124 3,266 - 2,287,487 - (253,886) - (1,161) (72,539) 452,429 81,155 533,584 3,486 42,324 - $2,539,295 Total Equity
			Capital		Capital Surplus		Retained Earnings		Other Components of equity
		Capital	Certificate of entitlement to new shares form convertible bond	Advance receipts for ordinary share		Legal Reserve	Special reserve	Unappropriated Earnings	Exchange differences arising on translation of foreign operations	Unrealized gains or losses on financial assets at fair value through other comprehensive income
Code	Items	3100	3130	3140	3200	3310	3320	3350	3410	3420
A1 B1 B3 B5 C5 C15 D1 D3 D5 N1 Q1 Z1 B1 B5 B17 C5 C15 D1 D3 D5 N1 I1 Q1 Z1	Balance as of January 1, 2021 Appropriation and distribution of 2020 earnings Legal reserve appropriated Special reserve appropriated Cash dividends - common shares Equity component of convertible bonds Capital surplus transfer to dividend Net income for the year ended December 31, 2021 Other comprehensive income (loss), net of tax, for 2021 Total comprehensive income Share-based payment transaction Disposal of investments in equity instruments measured at fair value through other comprehensive income Balance as of December 31, 2021 Appropriation and distribution of 2021 earnings Legal reserve appropriated Cash dividends - common shares Reversal of special reserve Equity component of convertible bonds Capital surplus transfer to dividend Net income for the year ended December 31, 2022 Other comprehensive income (loss), net of tax, for 2022 Total comprehensive income (loss) Share-based payment transaction Conversion of convertible bonds Disposal of investments in equity instruments measured at fair value through other comprehensive income Balance as of December 31, 2022	$723,660 - 1,400 725,060 - 1,115 $726,175	$- - - - - 5,868 $5,868	$1,000 - (670) 330 - (330) $-	$857,237 13,860 (72,468) - 2,536 801,165 (1,161) (72,539) - 2,701 36,456 $766,622	$287,196 25,562 - 312,758 35,480 - $348,238	$28,883 9,230 - 38,113 (3,322) - $34,791	$342,247 (25,562) (9,230) (217,404) 364,706 139 364,845 (10,044) 444,852 (35,480) (253,886) 3,322 452,429 2,907 455,336 5,847 $619,991	$(8,817) (3,977) (3,977) (12,794) 3,122 3,122 $(9,672)	$(29,297) (2,744) (2,744) 10,044 (21,997) 75,126 75,126 (5,847) $47,282

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

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English Translation of Parent-Company-Only Financial Statements Originally Issued in Chinese

Winmate Inc.

Parent-Company-Only Statements of Cash Flows

For the Years Ended December 31, 2022 and 2021

(Amounts Expressed In Thousands of New Taiwan Dollars)

Code	Items	2022	2021	Code	Items	2022	2021
AAAA A10000 A20000 A20010 A20100 A20200 A20300 A20400 A20900 A21200 A21300 A22400 A22500 A23100 A23700 A23900 A30000 A31115 A31130 A31150 A31160 A31180 A31200 A31240 A32125 A32150 A32160 A32180 A32190 A32220 A32230 A32240 A33000 A33100 A33200 A33300 A33500 AAAA	Cash flows from operating activities: Income before income tax Adjustments: Profit or loss not effecting cash flows: Depreciation (including right-of-use assets) Amortization Expected credit losses Net loss (gain) of financial assets (liabilities) at fair value through profit or loss Interest expense Interest income Dividend income Share of profit or loss of subsidiaries, associates and joint ventures Loss (gain) on disposal of property, plant and equipment Gain on disposal of investments Impairment loss (gain) on non-financial assets Unrealized (realized) sales profit Changes in operating assets and liabilities: Financial assets at fair value through profit or loss Notes receivable Accounts receivable Accounts receivable - related parties Other receivables Inventories Other current assets Contract liabilities Accounts payable Accounts payable - related parties Other payables Other payables - related parties Provisions Other current liabilities Net defined benefit liability Cash generated from (used in) operations Interest received Dividend received Interest paid Income tax paid Cash flows from operating activities	$555,278 27,436 8,620 1,149 (3,826) 6,725 (8,397) (7,809) (30,065) 3 (8) 6,398 13,803 (16,971) 4,862 (65,061) (123,385) 804 (6,359) 10,879 (6,001) (23,892) (477) 6,629 716 (1,506) 455 (88) 349,912 7,873 7,809 (3) (72,583) 293,008	$437,698 25,394 22,783 666 (2,905) 5,230 (5,496) (5,488) (8,707) - (79) (7,069) (345) 37,631 (4,849) (38,452) (35,519) (2,274) (147,824) (49,095) 11,529 117,052 3,321 47,078 (904) 1,531 308 (161) 401,054 5,496 5,488 - (49,125) 362,913	BBBB B00010 B00020 B00040 B00050 B01800 B02700 B03700 B04500 B07100 BBBB CCCC C01200 C04020 C04500 C04800 CCCC EEEE E00100 E00200	Cash flows from investing activities: Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets measured at amortized cost Proceeds from disposal of financial assets measured at amortized cost Acquisition of equity-method investments Acquisition of property, plant and equipment Decrease (increase) in refundable deposits Acquisition of intangible assets Increase in prepayments for acquiring machinery Cash flows from investing activities Cash flows from financing activities: Issuance of corporate bond Cash payments for the principal portion of the lease liabilities Cash dividend Exercise of employee share options Cash flows from financing activities Increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	(49,999) 20,303 (462,792) 616,029 (9,196) (23,997) 1,498 (4,102) (137,986) (50,242) - (2,060) (326,425) 3,486 (324,999) (82,233) 505,347 $423,114	(36,956) 9,901 (490,286) 186,025 (18,033) (17,463) - (13,676) (71,077) (451,565) 495,012 (2,840) (289,872) 3,266 205,566 116,914 388,433 $505,347

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

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English Translation of Financial Statements and a Report Originally Issued in Chinese

MANAGEMENT REPRESENTATION LETTER

The entities that are required to be included in the combined financial statements of Winmate Inc. as of December 31, 2022 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.

By

Ken Lu Chairman February 21, 2023

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English Translation of Consolidated Financial Statements Originally Issued in Chinese

Winmate Inc. and Subsidiaries

Consolidated Balance Sheets As of December 31, 2022 and 2021

(Amounts Expressed In Thousands of New Taiwan Dollars)

Assets	Assets	Assets		As of December 31,2022	As of December 31,2022	As of December 31,2022		As of December 31,2021	As of December 31,2021	As of December 31,2021
Code	Accounts	Notes		Amount		％		Amount		％
1100 1110 1120 1136 1150 1170 1180 1200 130x 1470 11xx 1517 1535 1550 1600 1755 1780 1840 1915 1920 15xx 1xxx	Current assets Cash and cash equivalents Financial assets at fair value through profit or loss Financial assets at fair value through OCI Financial assets measured at amortized cost Notes receivable, net Accounts receivable, net Accounts receivable - related parties, net Other receivables Inventories, net Other current assets Total current assets Non-current assets Financial assets at fair value through OCI Financial assets measured at amortized cost Investment accounted for under equity method Property, plant and equipment, net Right-of-use assets, net Intangible assets, net Deferred tax assets Prepayment for acquiring machinery Refundable deposits Total non-current assets Total Assets	4, 6(1) 4, 6(2) 4, 6(3) 4, 6(4) 4, 6(5) 4, 6(6) 4, 6(6), 7 4, 6(7) 4, 6(3) 4, 6(4) 4, 6(8) 4, 6(9) 4, 6(20) 4, 6(10) 4, 6(24)		$508,089 20,005 204,092 533,088 - 416,806 33,240 16,564 635,601 49,994 2,417,479 10,000 102,444 26,654 951,199 4,171 7,027 25,769 219,501 965 1,347,730 $3,765,209		14 1 5 14 - 11 1 - 17 1 64 - 3 1 25 - - 1 6 - 36 100		$555,209 - 99,270 686,293 4,862 271,873 29,933 16,842 598,921 57,758 2,320,961 10,000 102,423 22,203 949,333 1,997 10,219 28,948 81,515 2,284 1,208,922 $3,529,883		16 - 3 19 - 8 1 - 17 2 66 - 3 1 27 - - 1 2 - 34 100

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

• 27 -

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Winmate Inc. and Subsidiaries

Consolidated Balance Sheets (Continued)

As of December 31, 2022 and 2021

(Amounts Expressed In Thousands of New Taiwan Dollars)

Liabilities and Equity	Liabilities and Equity	Liabilities and Equity	As of December31,2022	As of December31,2022	As of December31,2021	As of December31,2021
Code	Accounts	Notes	Amount	％	Amount	％
2130 2170 2180 2200 2220 2230 2250 2280 2321 2322 2399 21xx 2500 2530 2540 2570 2580 2640 25xx 2xxx 31xx 3100 3110 3130 3140 3200 3300 3310 3320 3350 3400 3xxx	Current liabilities Contract liabilities Accounts payable Accounts payable - related parties Other payables Other payables - related parties Current income tax liabilities Provisions Lease liabilities Current portion of bonds payable Current portion of long-term loans Other current liabilities Total current liabilities Non-current liabilities Financial liabilities at fair value through profit or loss Bonds payable Non-current portion of long-term loans Deferred tax liabilites Lease liabilities Net defined benefit liability Total non-current liabilities Total liabilities Equity attributable to shareholders of the parent Capital Common stock Certificate of entitlement to new shares form convertible bond Capital collected in advance Capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Other components of equity Total equity Total liabilities and equity	4, 6(18) 7 6(11) 7 4, 6(24) 4, 6(15) 4, 6(20) 4, 6(12) 4, 6(13) 4, 6(12) 4, 6(12) 4, 6(13) 4, 6(24) 4, 6(20) 4, 6(14) 6(16) 6(16) 6(16)	$45,761 353,237 3,034 212,661 277 132,377 1,517 1,705 450,572 104 9,493 1,210,738 - - 10,751 - 2,501 1,924 15,176 1,225,914 726,175 5,868 - 766,622 348,238 34,791 619,991 37,610 2,539,295 $3,765,209	1 9 - 6 - 4 - - 12 - - 32 - - - - - - - 32 20 - - 20 9 1 17 1 68 100	$54,464 371,107 3,444 202,765 - 96,770 3,023 2,024 - 90 7,253 740,940 800 485,096 9,792 27 95 5,646 501,456 1,242,396 725,060 - 330 801,165 312,758 38,113 444,852 (34,791) 2,287,487 $3,529,883	1 11 - 6 - 3 - - - - - 21 - 14 - - - - 14 35 21 - - 23 9 1 12 (1) 65 100

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

• 28 -

English Translation of Consolidated Financial Statements Originally Issued in Chinese Winmate Inc. and Subsidiaries

Consolidated Statements of Comprehensive Incomes For the Years Ended December 31, 2022 and 2021 (Amounts Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)

Code	Items	Notes	2022		2021
			Amount	%	Amount	%
4000 5000 5900 5910 5950 6100 6200 6300 6450 6000 6900 7100 7010 7020 7050 7060 7000 7900 7950 8200 8310 8311 8316 8349 8360 8361 8371 8399 8300 8500 9750 9850	Operating revenue Operating costs Gross profit Realized (Unrealized) sales profit Gross profit from operations Operating expenses Sales and marketing General and administrative Research and development Expected credit losses Total operating expenses Operating income Non-operating income and expenses Interest income Other income Other gains or losses Finance costs Share of profit or loss of subsidiaries, associates and joint ventures Total non-operating incomes and expenses Income before income tax Income tax expense Net income Other comprehensive income (loss) Item that not be reclassified subsequently to profit or loss Actuarial gain (loss) on defined benefit plans Unrealized gain (loss) on equity instrument investment measured at fair value through other comprehensive income (loss) Income tax related to components of other comprehensive income that will not be reclassified to profit or loss Items that may be reclassified subsequently to profit or loss Exchange differences on translation of foreign operations Exchange differences arising from exchanging the foreign currency financial statements of associates and joint Ventures Income tax related to items that may be reclassified subsequently to P/L Total other comprehensive income, net of tax Total comprehensive income Earnings per share (in NTD) Earnings per share-basic (in NTD) Earnings per share-diluted (in NTD)	4, 6(18), 7 7 7 4, 6(19) 6(22) 6(22) 6(22) 6(22) 4, 6(24) 6(23) 6(25)	$2,659,296 (1,716,454) 942,842 (778) 942,064 (124,252) (135,045) (184,770) (2,076) (446,143) 495,921 8,458 23,471 44,755 (6,942) (1,906) 67,836 563,757 (111,328) 452,429 3,634 75,126 (727) 5,963 (2,061) (780) 81,155 $533,584 $6.23 $5.68	100 (65) 35 - 35 (5) (5) (7) - (17) 18 - 1 2 - - 3 21 (4) 17 - 3 - - - - 3 20	$2,501,627 (1,663,514) 838,113 167 838,280 (114,118) (110,545) (175,016) (1,269) (400,948) 437,332 5,610 15,624 (15,205) (5,398) 763 1,394 438,726 (74,020) 364,706 174 (2,744) (35) (2,063) (2,908) 994 (6,582) $358,124 $5.03 $4.62	100 (66) 34 - 34 (5) (4) (7) - (16) 18 - 1 (1) - - - 18 (3) 15 - - - - - - - 15

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

• 29 -

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Winmate Inc. and Subsidiaries

Consolidated Statements of Changes in Equity

For the year ended December 31, 2022 and 2021

(Amounts Expressed In Thousands of New Taiwan Dollars)

					Equity Attribut	able to Sharehol	ders of the Parent	ders of the Parent			Total Equity
			Capital		CapitalSurplus		RetainedEarnings		OtherComponents ofequity
		Capital	Certificate of entitlement to new shares form convertible bond	Advance receipts for ordinary share		Legal Reserve	Special reserve	Unappropriated Earnings	Exchange differences arising on translation of foreign operations	Unrealized gains or losses on financial assets at fair value through other comprehensive income
Code	Items	3100	3130	3140	3200	3310	3320	3350	3410	3420	3xxx
A1 B1 B3 B5 C5 C15 D1 D3 D5 N1 Q1 Z1 B1 B5 B17 C5 C15 D1 D3 D5 N1 I1 Q1 Z1	Balance as of January 1, 2021 Appropriation and distribution of 2020 earnings Legal reserve appropriated Special reserve appropriated Cash dividends - common shares Equity component of convertible bonds Capital surplus transfer to dividend Net income for the year ended December 31, 2021 Other comprehensive income (loss), net of tax, for 2021 Total comprehensive income Share-based payment transaction Disposal of investments in equity instruments measured at fair value through other comprehensive income Balance as of December 31, 2021 Appropriation and distribution of 2021 earnings Legal reserve appropriated Cash dividends - common shares Reversal of special reserve Equity component of convertible bonds Capital surplus transfer to dividend Net income for the year ended December 31, 2022 Other comprehensive income (loss), net of tax, for 2022 Total comprehensive income (loss) Share-based payment transaction Conversion of convertible bonds Disposal of investments in equity instruments measured at fair value through other comprehensive income Balance as of December 31, 2022	$723,660 - 1,400 725,060 - 1,115 $726,175	$- - - - - 5,868 $5,868	$1,000 - (670) 330 - (330) $-	$857,237 13,860 (72,468) - 2,536 801,165 (1,161) (72,539) - 2,701 36,456 $766,622	$287,196 25,562 - 312,758 35,480 - $348,238	$28,883 9,230 - 38,113 (3,322) - $34,791	$342,247 (25,562) (9,230) (217,404) 364,706 139 364,845 (10,044) 444,852 (35,480) (253,886) 3,322 452,429 2,907 455,336 5,847 $619,991	$(8,817) (3,977) (3,977) (12,794) 3,122 3,122 $(9,672)	$(29,297) (2,744) (2,744) 10,044 (21,997) 75,126 75,126 (5,847) $47,282	$2,202,109 - - (217,404) 13,860 (72,468) 364,706 (6,582) 358,124 3,266 - 2,287,487 - (253,886) - (1,161) (72,539) 452,429 81,155 533,584 3,486 42,324 - $2,539,295

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

• 30 -

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Winmate Inc. and Subsidiaries

Consolidated Statements of Cash Flows

For the year ended December 31, 2022 and 2021

(Amounts Expressed In Thousands of New Taiwan Dollars)

Code	Items	Forthe yearende	dDecember31,	Code	Items	Forthe yearende	dDecember31,
		2022	2021			2022	2021
AAAA A10000 A20000 A20010 A20100 A20200 A20300 A20400 A20900 A21200 A21300 A22300 A22500 A23100 A23700 A23900 A30000 A31115 A31130 A31150 A31160 A31180 A31200 A31240 A32125 A32150 A32160 A32180 A32190 A32220 A32230 A32240 A33000 A33100 A33200 A33300 A33500 AAAA	Cash flows from operating activities: Income before income tax Adjustments: Profit or loss not effecting cash flows: Depreciation (including right-of-use assets) Amortization Expected credit losses Net loss (gain) of financial assets (liabilities) at fair value through profit or loss Interest expense Interest income Dividend income Share of profit or loss of associates and joint ventures Loss (gain) on disposal of property, plant and equipment Gain on disposal of investments Impairment loss (gain) on non-financial assets Unrealized (realized) sales profit Changes in operating assets and liabilities: Financial assets at fair value through profit or loss Notes receivable Accounts receivable Accounts receivable - related parties Other receivables Inventories Other current assets Contract liabilities Accounts payable Accounts payable - related parties Other payables Other payables - related parties Provision Other current liabilities Net defined benefit liability Cash generated from (used in) operations Interest received Dividend received Interest paid Income tax paid Cash flows from operating activities	$563,757 29,367 8,657 2,076 (3,826) 6,944 (8,458) (7,809) 1,906 3 (8) 6,398 778 (16,971) 4,862 (147,409) (2,907) 802 (43,078) 7,764 (8,703) (17,870) (410) 9,896 277 (1,506) 2,240 (88) 386,684 7,934 7,809 (196) (73,296) 328,935	$438,726 26,560 22,864 1,269 (2,905) 5,398 (5,610) (5,488) (763) - (79) (7,069) (167) 37,631 (4,849) (62,975) (5,854) (2,274) (148,762) (47,037) 4,280 116,248 3,345 44,099 (12) 1,531 1,241 (161) 409,187 5,610 5,488 (90) (49,883) 370,312	BBBB B00010 B00020 B00040 B00050 B01800 B02700 B03700 B04500 B07100 BBBB CCCC C01200 C01600 C01700 C04020 C04500 C04800 CCCC DDDD EEEE E00100 E00200	Cash flows from investing activities: Acquisition of financial assets at fair value through other comprehensive income Proceeds from disposal of financial assets at fair value through other comprehensive income Acquisition of financial assets measured at amortized cost Proceeds from disposal of financial assets measured at amortized cost Acquisition of equity-method investments Acquisition of property, plant and equipment Decrease (increase) in refundable deposits Acquisition of intangible assets Increase in prepayments for acquiring machinery Cash flows from investing activities Cash flows from financing activities: Issuance of corporate bond Increase in long-term loans Repayments of long-term loans Cash payments for the principal portion of the lease liabilities Cash dividend Exercise of employee share options Cash flows from financing activities Effect of exchange rate changes Increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	(49,999) 20,303 (462,826) 616,029 (9,196) (25,489) 1,319 (5,462) (137,986) (53,307) - - (109) (3,265) (326,425) 3,486 (326,313) 3,565 (47,120) 555,209 $508,089	(36,956) 9,901 (490,288) 188,574 (18,033) (17,933) 3 (13,676) (71,077) (449,485) 495,012 5,782 (51) (4,017) (289,872) 3,266 210,120 (1,455) 129,492 425,717 $555,209

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

• 31 -

〈 Appendix I 〉

IV. Appendices

Winmate Inc.

Articles of Incorporation

Chapter 1 General Rules

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

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

• 1.CC01080 Electronic Components Manufacturing

• 2.CC01060 Wire communications machinery and equipment manufacturing

• CC01070 Wireless communications machinery and equipment manufacturing

• E605010 Computer equipment installation industry

• F113070 Telecommunications equipment wholesale

• I301030 Electronic information supply services

• F401010 International trade

• CC01101 RF controlled telecommunications equipment manufacturing

• F401021 RF controlled telecommunications equipment importing

• CD01010 Ship and its parts manufacturing

• F114060 Ship and parts wholesale

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

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

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

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

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

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

Chapter 2 Shares

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

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

• 32 -

• 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.

• The company may convene a shareholders' meeting by video conference or other announcements made by the competent authority.

• 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.

• 33 -

Chapter 4 Directors and 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 include at 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 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. The Company may purchase insurance for the directors 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 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 Board of Directors may set up a Remuneration Committee, an Audit Committee or other functional committees due to the needs of business operations. The Company has established an Audit 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 the Audit Committee and its members shall be exercised in accordance with the regulations of the competent authority.

• 34 -

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

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 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 with maximum value as 2% of the above-mentioned Company’s surplus may be distributable by a resolution adopted by the Board of Directors. The proposed bonus to employees and remuneration to directors 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 Board of Directors shall draft the proposal for surplus distribution. Such surplus is distributable by a resolution adopted by the shareholders' meeting if adopt distribution approach in the form of shares , and a resolution adopted by the Board of Directors if adopting the approach in cash. In accordance with the provisions of Paragraph 5 of Article 240 of the Company Law, when the company distributes dividends and bonuses or statutory surplus reserves and capital reserves in cash, the board of directors shall be authorized to make a resolution (two-thirds or more of the directors are present, and a majority of the consent) and report to the shareholders meeting.

• 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

• 35 -

dividend distribution amount of that particular year. However, the actual distribution ratio depends on the actual profitability and operating conditions of the year..

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.

• 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.

• The 26[th] amendment of the Corporate Charter (Article of Incorporation) was made on May 27, 2022.

• 36 -

〈 Appendix II 〉

Winmate Inc. Rules of Procedure for Shareholders Meetings

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

Article 2 ： Scope of application

The Company's regular shareholders meeting and special shareholders meeting

• Article 3 ： Noun definition

The Shareholders means Shareholders and their proxies.

Article 4 ： Operating procedures

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.

4. 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.

5. 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.

6. 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

7. 37 -

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 of Directors, the convener will act as the meeting chairman. If there are two or more conveners, they shall appoint one among themselves to chair the meeting.

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

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

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

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

4. If the shareholders’ meeting is convened by the Board of Directors, its agenda is set by the Board of Directors. The meeting is conducted in accordance with the agenda and it may not be changed without the resolutions reached in the shareholders’ meeting. The provision referred to above is applicable even when

5. 38 -

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

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

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

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

• 39 -

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

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

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• 23.When a meeting is in progress, if a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

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

• 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 directors and the names of unsuccessful directors and the number of votes they have received.

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

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

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

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

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〈 Appendix III 〉

Winmate Inc. Shareholding of Directors

1. The Company has paid-up capital of NT$763,021,970, issued in 76,302,197 shares.

2. According to "Article 26 of Securities and Exchange Act" and "Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies," directors of the Company are required to maintain an aggregate holding of at least 6,104,175 shares. The Company has elected at least two independent directors, therefore required shareholding of non-independent directors is reduced to 80%.

3. Directors of the Company held a total of 32,721,919 shares as of April 1, 2023, the book closure date of the current annual general meeting. Shareholding of individual directors is shown below:

Position	Name	Shares	Shareholding ratio
Chairman	Premier Touch Corporation Representative: Ku-Ching, Lu	3,158,783	4.14%
Director	Ching-Fa, Yeh	1,950,085	2.56%
Director	Onyx Healthcare Inc Representative: Yung-Shun, Chuang	10,244,000	13.43%
Director	JuiHai Investment Co., Ltd. Representative:Fu-Chieh, Chuang	4,300,000	5.64%
Director	Advantech Co., Ltd. Representative: Wei-Chih, Liu	12,000,000	15.73%
Director	Wei-Sheng, Wang,	1,069,051	1.40%
Independent Director	Hung-Lai, Hu	0	0.00%
Independent Director	Min-Chow, Hong	0	0.00%
Independent Director	Wen-Yi, Chu	0	0.00%
Total Directors		32,721,919	42.90%

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