Winmate — AGM Information 2024

May 31, 2024

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Stock Code ： 3416

WINMATE INC.

Handbook for the 2024

Annual General Shareholders Meeting

May 30, 2024

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2024 Annual General Shareholders Meeting

Table of Contents

I Meeting Procedure ......................................................... 1 II Agenda of Annual Meeting ............................................ 2 Report Items ................................................................................. 3 Acknowledgement Items ............................................................. 6 Extemporary Motions .................................................................. 7 III Attachments .................................................................... 8 Letter to Shareholders .................................................................. 8 Audit Committee's Review Report ............................................ 10 Independent Auditor's Report and 2023 Financial Statements .. 11 IV Appendices .................................................................... 32 Articles of Incorporation ............................................................ 32 Rules of Procedure for Shareholders Meetings .......................... 37 Shareholding of Directors .......................................................... 42

I

I. Meeting Procedure for 2024 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 2024 General Shareholders’ Meeting

Meeting Time ： 9 ： 00 a.m. on May 30 (Thursday), 2024 Meeting Place ： 9F, No.111-6, Shing-De Rd., San-Chung District, New

Taipei City, Taiwan.

Convening Method ： Physical shareholders’ meeting

1. Call the Meeting to Order

2. Chairperson Remarks

3. Report Items

• (1) The 2023 Business Reports

(2) The 2023 Audit Committee’s Review Report

(3) 2023 Employees’ and Directors’ Remuneration Proposal

(4) The 2023 Distribution of Cash dividend from earnings and additional paid-in capital

• (5) Issue of the 3[rd] Domestic Unsecured Convertible Bond.

4. Acknowledgement Items

(1) Adoption of the 2023 Business Report and Financial Statements

(2) Adoption of the 2023 Earnings Distribution Proposal.

5. Extemporary Motions

6. Adjournment

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1. Report Items

Report No.1

• Cause of action ： The 2023 Business Reports.

• Explanation ： The 2023 Business Report is attached as Attachment I. (P8~P9)

Report No.2

• Cause of action ： The 2023 Audit Committee’s Review Report.

• Explanation ： The 2023 Audit Committee’s Review Report is attached as Attachment II. (P10)

Report No.3

• Cause of action ： 2023 Employees’ and Directors’ Remuneration Proposal.

• Explanation ： (1) The Company’s 2023 profits (i.e., pre-tax profit before employee’s and directors’ remuneration) was NT$700,163,674. Pursuant to the Company’s Articles of Incorporation, it is recommended to appropriate an amount of NT$70,016,368 as employees' bonus and NT$12,072,946 as Directors' compensation, 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 2023 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$328,952,152 were distributed at NT$4.2 per share and additional paid-in capital NT$78,321,941 were distributed at NT$1 per share, a total of NT$5.2 per share were 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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Report No.5

Cause of action ： Issue of the 3[rd] Domestic Unsecured Convertible Bond.

Explanation ： In order to enrich working capital, the Company issued the 3[rd] Domestic Unsecured Convertible Bond, details as follows.

Series	3rd Domestic Unsecured Convertible Bond
Approved date by the Board of Director	November 7, 2023
Reasons to raise	Enrich working capital
Date of Approval	January 9, 2024
Date of Issuance	January 25, 2024
Date of Expire	January 25, 2027
Total Issuance Amount	NT$500,000,000
Face value	NT$100,000
Conversion price	NT$136.8 per share
Conversion period	From April 26, 2024 to January 25,2027
Coupon rate	0%
Principal payment	100% principal repayment upon maturity

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2. Acknowledgement Items

Acknowledgement 1 ： (Proposed by the Board of Directors) Cause of action ： Adoption of the 2023 Business Report and Financial Statements Explanation ： (1) The 2023 Business Report and Financial Statements were composed by the Board of Directors. The Company’s financial statements were audited by independent auditors, Mr. Ching-Piao, Cheng, and Mr. Wen-Fun, Fuh 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. (P8~P9 P11~P31)

Resolution ：

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Acknowledgement 2 ： (Proposed by the Board of Directors)

Cause of action ： Adoption of the 2023 Earnings Distribution Proposal.

Explanation ： The distribution of earnings for the year 2023 has been approved by the Board of Directors. Please refer to 2023 earnings distribution table as follow ：

Winmate Inc

2023 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 2023 Less：Legal reserve appropriated (10%) Add：Reversed special reserve Current retained earnings available for distribution Distributable items: Cash Dividends (NT$4.2 per share) Unappropriated retained earnings - ending Number of shares Unappropriated retained earnings for 2023 Tax on unappropriated earnings(5%)	Unit: NT$ Amount 315,846,519 (558,346) 8,828,555
	324,116,728 505,952,225 (51,422,243) 0
	778,646,710 (328,952,152)
	449,694,558
	78,321,941 133,848,039 6,692,402

Resolution ：

3. Extemporary Motions

4. Adjournment

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〈 Attachment I 〉

III. Attachments

Letter to Shareholders

Dear Shareholders,

In the second half of 2023, due to customers adjusting inventory and slowing down the speed of purchasing goods, the demand for orders from the industrial computer industry decreased, and the performance turned to slight growth or even decline. Looking forward to 2024, the inflation index will begin to decrease as central banks continue to raise interest rates. The U.S. FED may begin to cut interest rates in the first half of the year to avoid an economic recession. With inventories returning to normal levels, demand for industrial computers and other equipment will restart growth.

The company's consolidated operating income in 2023 was NT$2,598,533 thousand, a decrease of 2.28% compared to the previous year's NT$2,659,296thousand; the gross profit margin climbed from 35.43% to39.98 %; Consolidated net profit after tax was NT$505,952 thousand, an increase of 11.83% from NT$452,429thousand in the previous year; after-tax earnings per share was NT$6.62, creates a new record in history.

The company has completed medical-grade tablets, display application equipment, and intelligent factory automation production equipment, marine aerospace, as well as petrochemicals explosion-proof C1D2/ATEX/Zone 1& Zone2 and IECEx certified products, As well as new military-standard applications, such as commercial military-standard UAV ground controllers, equipped with rich data ports to connect various UAV wireless signal modules to meet the guidance and control needs of various types of UAVs. 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. The new generation of fully rugged Internet of Vehicles car factory testing tablets has passed IP65 dustproof and waterproof and MIL-STD-810 drop and vibration test certifications. It meets the actual use scenarios of car factory employees and can withstand temperatures from -20°C to 60°C. It provides rich interconnection interface functions during operation, and connects the vehicle data and data center servers to provide accurate and correct safety detection data. In terms of military ships, the newly developed 4K-UHD ship display has fully introduced capacitive touch panels and complies with electronic chart specifications. The new generation of rugged notebook computer series models, in addition to the original flip-type design, has also added new models that can be installed with independent graphics cards. Samples have been sent to many customers and in the future, they will be complete products in the rugged application market. line portfolio and depth of vertical integration to meet the needs of each niche segment of the target market. In addition, the company will invest in software and hardware integration services such as starlight night vision goggles and electric vehicle dashboards to provide 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, the company passed two new management system certifications, ISO 27001 information security and ISO 45001 occupational safety and health last year, to improve the protection of company information and personnel safety, and to control and reduce operational risks and impacts. In addition to expanding the coverage of the management system mentioned above, the company also continues to improve and improve existing management process systems to ensure the effectiveness of each management system, including ISO 9001 quality management system, ISO 14001 environmental management system, and IECQ QC080000 hazardous substances process. Management system, ISO 14064-1 greenhouse gas verification, ISO 13485 medical equipment quality management system, IEC80079-34 explosion-proof product management system certification, etc., we adhere to a sustainable and excellent management system to ensure that the products and services provided meet customer satisfaction.

The company's products and services are positioned as industrial computer system application integration. It belongs to the downstream of the technology industry and has relatively low operational risks. Despite this, the company still responds to changes in technology or the industrial environment at any time, making appropriate adjustments to business strategies and avoiding risks. In addition, because the products developed and produced by the company are mainly sold in developed countries such as Europe and North America, the formulation of laws and major policies are more stable than in other regions., so it is expected that the company's business operations will not be significantly adversely affected by important domestic and foreign policy and legal changes this year.

Looking forward to 2024, in the face of changes in the global economic situation and challenges from competitors, the company will still adhere to the business philosophy of "sustainable management, create value, and balance interests", market and serve customers, and hopes to become "the leader of industrial smart terminal technology" By". Facing the impact and challenges of the rapidly changing global economic and technological environment, we sincerely hope that all shareholders, ladies and gentlemen, will continue to provide support and guidance. The management will continue to work hard and actively operate, so that the company's technology research and development, production and sales business will grow steadily and create better revenue and profits, and share operating results with shareholders, customers and employees.

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 2023 business report, financial statements and proposal for earnings distribution. The financial statements have been audited by Certified Public Accountants, Mr. Ching-Piao, Cheng and Mr. Wen-Fun, Fuh 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, 2024

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〈 Attachment III 〉

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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, 2023 and 2022

(Amounts Expressed In Thousands of New Taiwan Dollars)

Assets	Assets	Assets		As of December 31,2023	As of December 31,2023	As of December 31,2023		As of December 31,2022	As of December 31,2022	As of December 31,2022
Code	Accounts	Notes		Amount		％		Amount		％
1100 1110 1120 1136 1150 1170 1180 1200 1210 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 other comprehensive income Financial assets measured at amortized cost Notes receivable, net Accounts receivable, net Accounts receivable - related parties, net Other receivables Other receivables - related parties, net Inventories, net Other current assets Total current assets Non-current assets Financial assets at fair value through other comprehensive income 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 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)		$588,338 29 242,914 325,722 12,356 275,391 200,541 78,601 35 425,242 54,357 2,203,526 10,000 102,196 124,323 916,044 7,945 4,148 27,646 451,744 3,825 1,647,871 $3,851,397		15 - 6 9 - 7 5 2 - 11 2 57 - 3 3 24 - - 1 12 - 43 100		$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

(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, 2023 and 2022

(Amounts Expressed In Thousands of New Taiwan Dollars)

Liabilities and Equity	Liabilities and Equity	Liabilities and Equity		As of December 31,2023	As of December 31,2023	As of December 31,2023		As of December 31,2022	As of December 31,2022	As of December 31,2022
Code	Accounts	Notes		Amount		％		Amount		％
2130 2150 2170 2180 2200 2220 2230 2250 2280 2321 2399 21xx 2580 2640 25xx 2xxx 31xx 3100 3110 3130 3200 3300 3310 3320 3350 3400 3xxx	Current liabilities Contract liabilities Notes payable Accounts payable Accounts payable - related parties Other payables Other payables - related parties Current tax liabilities Provisions Lease liabilities Current portion of bonds payable Other current liabilities Total current liabilities Non-current liabilities Lease liabilities Net defined benefit liabilities 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 surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Other equity interest 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(19) 4,6(13) 6(15) 6(15) 6(15)		$41,295 180 252,516 2,546 238,290 1,936 136,010 - 4,405 97,021 5,040 779,239 3,691 2,443 6,134 785,373 782,048 1,171 1,001,700 394,356 - 830,069 56,680 3,066,024 $3,851,397		1 - 7 - 6 - 4 - - 2 - 20 - - - 20 20 - 26 10 - 22 2 80 100		$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

(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, 2023 and 2022

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

Code	Items	Notes	2023		2022
			Amount	%	Amount	%
4000 5000 5900 5920 5950 6000 6100 6200 6300 6450 6900 7000 7100 7010 7020 7050 7070 7900 7950 8200 8300 8310 8311 8316 8349 8360 8371 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 gains (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 associates and joint ventures Total non-operating incomes and expenses Income before income tax Income tax Net income Other comprehensive income (loss) Item that will not be reclassified subsequently to profit or loss Actuarial gain(loss) 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 profit or loss 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)	$2,480,324 (1,529,822) 950,502 3,508 954,010 (137,989) (57,763) (192,207) (1,983) (389,942) 564,068 21,191 27,243 4,882 (3,421) 3,581 53,476 617,544 (111,592) 505,952 (698) 27,061 140 1,047 (210) 27,340 $533,292 $6.62 $6.33	100 (62) 38 - 38 (5) (2) (8) - (15) 23 1 1 - - - 2 25 (5) 20 - 2 - - - 2 22	$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

(The accompanying notes are an integral part of the consolidated 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, 2023 and 2022

(Amounts Expressed In Thousands of New Taiwan Dollars)

					Equity Attr	ibutable to Shareh	olders of the Parent	olders of the Parent			3xxx $2,287,487 - (253,886) - (1,161) (72,539) 452,429 81,155 533,584 3,486 42,324 - 2,539,295 - (292,817) - (10,001) (73,204) 505,952 27,340 533,292 366,645 - 2,814 $3,066,024 Total Equity
			Capital		Capital Surplus		Retained Earnings		Other	Equity Item
		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 B5 B17 C5 C15 D1 D3 D5 N1 I1 Q1 Z1 B1 B5 B17 C5 C15 D1 D3 D5 I1 Q1 T1 Z1	Balance as of January 1, 2022 Appropriation and distribution of 2021 earnings Legal reserve appropriated Cash dividends common shares Reversal of special reserve Equity component of convertible bonds issued by the Company Capital surplus transfer to dividends Net income for the year ended December 31, 2022 Other comprehensive income (loss), net of tax, for 2022 Total comprehensive income 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 Appropriation and distribution of 2022 earnings Legal reserve appropriated Cash dividends common shares Reversal of special reserve Equity component of convertible bonds issued by the Company Capital surplus transfer to dividends Net income for the year ended December 31, 2023 Other comprehensive income (loss), net of tax, for 2023 Total comprehensive income (loss) Conversion of convertible bonds Disposal of investments in equity instruments measured at fair value through other comprehensive income Other - Issuance of Employee Stock Options Balance as of December 31, 2023	$725,060 - 1,115 726,175 - 55,873 $782,048	$- - 5,868 5,868 - (4,697) $1,171	$330 - (330) - - $-	$801,165 (1,161) (72,539) - 2,701 36,456 766,622 (10,001) (73,204) - 315,469 2,814 $1,001,700	$312,758 35,480 - 348,238 46,118 - $394,356	$38,113 (3,322) - 34,791 (34,791) - $-	$444,852 (35,480) (253,886) 3,322 452,429 2,907 455,336 5,847 619,991 (46,118) (292,817) 34,791 505,952 (558) 505,394 8,828 $830,069	$(12,794) 3,122 3,122 (9,672) 837 837 $(8,835)	$(21,997) 75,126 75,126 (5,847) 47,282 27,061 27,061 (8,828) $65,515

(The accompanying notes are an integral part of the consolidated 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, 2023 and 2022

(Amounts Expressed In Thousands of New Taiwan Dollars)

Code	Items	2023	2022	Code	Items	2023	2022
AAAA A10000 A20000 A20010 A20100 A20200 A20300 A20400 A20900 A21200 A21300 A21900 A22400 A22500 A23100 A23700 A23900 A30000 A31115 A31130 A31150 A31160 A31180 A31190 A31200 A31240 A32125 A32130 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 (gain) Net loss (gain) of financial assets (liabilities) at fair value through profit or loss Interest expense Interest income Dividend income Cost of share based payment 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 Other Receivables - Related Parties Inventories Other current assets Contract liabilities Notes Payable Accounts payable Accounts payable - related parties Other payables Other payables - related parties Provisions Other current liabilities Net defined benefit liability Cash generated from operations Interest received Dividend received Interest paid Income tax paid Cash flows from operating activities	$617,544 30,385 3,625 1,983 (24) 3,421 (21,191) (15,797) 2,814 (3,581) (124) (134) 4,993 (3,508) 20,134 (12,356) 13,081 32,070 (61,857) (35) 127,523 (8,385) (2,337) 180 (94,433) (499) 29,355 (357) (1,517) 2,404 (179) 663,198 20,896 15,797 (9) (101,924) 597,958	$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	BBBB B00010 B00020 B00040 B00050 B01800 B02700 B02800 B03700 B04500 B07100 BBBB CCCC 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 Proceeds from disposal of property, plant and equipment (Increase) decrease in refundable deposits Acquisition of intangible assets Increase in prepayments for acquiring machinery Cash flows from investing activities Cash flows from financing activities: Cash payments for the principal portion of the lease liabilities Cash dividends 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	(29,905) 18,144 (503,737) 709,739 - (20,714) 1,238 (3,146) (2,137) (232,243) (62,761) (3,952) (366,021) - (369,973) 165,224 423,114 $588,338	(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

(The accompanying notes are an integral part of the consolidated 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, 2023 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, 2024

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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, 2023 and 2022

(Amounts Expressed In Thousands of New Taiwan Dollars)

Assets	Assets	Assets		As of December 31,2023	As of December 31,2023	As of December 31,2023		As of December 31,2022	As of December 31,2022	As of December 31,2022
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 other comprehensive income 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 other comprehensive income 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)		$707,020 29 242,914 327,074 12,356 348,184 38,220 78,730 482,657 57,320 2,294,504 10,000 113,589 15,986 945,874 11,576 5,554 27,646 451,744 4,097 1,586,066 $3,880,570		18 - 6 9 - 9 1 2 13 1 59 - 3 1 24 - - 1 12 - 41 100		$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

(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, 2023 and 2022

(Amounts Expressed In Thousands of New Taiwan Dollars)

Liabilities andEquity	Liabilities andEquity	Liabilities andEquity		As of December31,2023	As of December31,2023	As of December31,2023		As of December31,2022	As of December31,2022	As of December31,2022
Code	Accounts	Notes		Amount		％		Amount		％
2130 2150 2170 2180 2200 2220 2230 2250 2280 2321 2322 2399 21xx 2540 2580 2640 25xx 2xxx 31xx 3100 3110 3130 3200 3300 3310 3320 3350 3400 3xxx 3x2x	Current liabilities Contract liabilities Notes payable Accounts payable Accounts payable - related parties Other payables Other payables - related parties Current 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 Non-current portion of long-term loans Lease liabilities Net defined benefit liabilities 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 surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings Other equity interest 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(13) 4,6(20) 4,6(14) 6(16) 6(16) 6(16)		$42,689 180 253,745 2,546 244,362 - 137,711 - 5,766 97,021 108 11,266 795,394 10,641 6,068 2,443 19,152 814,546 782,048 1,171 1,001,700 394,356 - 830,069 56,680 3,066,024 $3,880,570		1 - 7 - 6 - 4 - - 3 - - 21 - - - - 21 20 - 26 10 - 22 1 79 100		$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

(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 year ended December 31, 2023 and 2022

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

Code	Items	Notes	For theyear ended December 31,	For theyear ended December 31,	For theyear ended December 31,
			2023		2022
			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 associates and joint ventures Total non-operating incomes and expenses Income from before income tax Income tax Net income Other comprehensive income (loss) Item that not be reclassified subsequently to profit or loss Actuarial gain (loss) from defined benefit plans Unrealized 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 reclasified 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 profit or loss 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)	$2,598,533 (1,559,529) 1,039,004 (125) 1,038,879 (128,240) (138,447) (192,207) (2,009) (460,903) 577,976 22,182 27,355 6,061 (3,644) (10,678) 41,276 619,252 (113,300) 505,952 (698) 27,061 140 912 135 (210) 27,340 $533,292 $6.62 $6.33	100 (60) 40 - 40 (5) (5) (8) - (18) 22 1 1 - - - 2 24 (4) 20 - 1 - - - - 1 21	$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

(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, 2023 and 2022

(Amounts Expressed In Thousands of New Taiwan Dollars)

					Equity Attribu	table to Shareho	lders of the Parent	lders of the Parent			Total Equity
			Capital		Capital Surplus		Retained Earnings		Other	Equity Item
		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 B5 B17 C5 C15 D1 D3 D5 N1 I1 Q1 Z1 B1 B5 B17 C5 C15 D1 D3 D5 I1 Q1 T1 Z1	Balance as of January 1, 2022 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 dividends 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 Appropriation and distribution of 2022 earnings Legal reserve appropriated Cash dividends common shares Reversal of special reserve Equity component of convertible bonds Capital surplus transfer to dividends Net income for the year ended December 31, 2023 Other comprehensive income (loss), net of tax, for 2023 Total comprehensive income (loss) Conversion of convertible bonds Disposal of investments in equity instruments measured at fair value through other comprehensive income Others - issuance of employee stock options Balance as of December 31, 2023	$725,060 - 1,115 726,175 - 55,873 $782,048	$- - 5,868 5,868 - (4,697) $1,171	$330 - (330) - - $-	$801,165 (1,161) (72,539) - 2,701 36,456 766,622 (10,001) (73,204) - 315,469 2,814 $1,001,700	$312,758 35,480 - 348,238 46,118 - $394,356	$38,113 (3,322) - 34,791 (34,791) - $-	$444,852 (35,480) (253,886) 3,322 452,429 2,907 455,336 5,847 619,991 (46,118) (292,817) 34,791 505,952 (558) 505,394 8,828 $830,069	$(12,794) 3,122 3,122 (9,672) 837 837 $(8,835)	$(21,997) 75,126 75,126 (5,847) 47,282 27,061 27,061 (8,828) $65,515	$2,287,487 - (253,886) - (1,161) (72,539) 452,429 81,155 533,584 3,486 42,324 - 2,539,295 - (292,817) - (10,001) (73,204) 505,952 27,340 533,292 366,645 - 2,814 $3,066,024

(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, 2023 and 2022

(Amounts Expressed In Thousands of New Taiwan Dollars)

Code	Items	For the year ende	d December 31,	Code	Items	For the year ende	d December 31,
		2023	2022			2023	2022
AAAA A10000 A20000 A20010 A20100 A20200 A20300 A20400 A20900 A21200 A21300 A21900 A22300 A22500 A23100 A23700 A23900 A30000 A31115 A31130 A31150 A31160 A31180 A31200 A31240 A32125 A32130 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 (gain) Net loss (gain) of financial assets (liabilities) at fair value through profit or loss Interest expense Interest income Dividend income Cost of share based payment 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 on non-financial assets Unrealized gain (loss) from sale 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 Notes payable Accounts payable Accounts payable - related parties Other payables Other payables - related parties Provision Other current liabilities Net defined benefit liability Cash generated from operations Interest received Dividend received Interest paid Income tax paid Cash flows from operating activities:	$619,252 31,186 3,642 2,009 (24) 3,644 (22,182) (15,797) 2,814 10,678 (124) (134) 4,993 125 20,134 (12,356) 66,633 (5,000) (61,871) 147,951 (7,326) (3,072) 180 (99,492) (488) 31,701 (277) (1,517) 1,773 (179) 716,876 21,887 15,797 (176) (109,703) 644,681	$563,757 29,367 8,657 2,076 (3,826) 6,942 (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) 386,682 7,934 7,809 (194) (73,296) 328,935	BBBB B00010 B00020 B00040 B00050 B01800 B02700 B02800 B03800 B04500 B07100 BBBB CCCC 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 Proceeds from disposal of property, plant and equipment (Increase) decrease in refundable deposits Acquisition of intangible assets Increase in prepayments for acquiring machinery Cash flows from investing activities: Cash flows from financing activities: Repayments of long-term loans Cash payments for the principal portion of the lease liabilities Cash dividends 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	(29,905) 18,144 (514,894) 709,739 - (22,608) 1,238 (3,132) (2,137) (232,243) (75,798) (104) (4,533) (366,021) - (370,658) 706 198,931 508,089 $707,020	(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

(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$797,465,020, issued in 79,746,502 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 6,379,720 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 32,722,136 shares as of April 1, 2024, 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-Chin, Lu	3,159,000	3.96
Director	Ching-Fa, Yeh	1,950,085	2.45
Director	Onyx Healthcare Inc Representative: Yung-Shun, Chuang	10,244,000	12.85
Director	Jui Hai Investment Co., Ltd. Representative: Fu-Chieh, Chuang	4,300,000	5.39
Director	Advantech Co., Ltd. Representative: Wei-Chih, Liu	12,000,000	15.05
Director	Wei-Sheng, Wang,	1,069,051	1.34
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		32,722,136	41.04

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