WPG — AGM Information 2021

Aug 25, 2021

WPG HOLDINGS LIMITED

______________

2021 ANNUAL SHAREHOLDERS’ MEETING

MEETING MINUTES

(Translation)

Date: August 3, 2021

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WPG HOLDINGS LIMITED 2021 Annual Shareholders’ Meeting Minutes

Time and Date: 9:00 a.m., August 3, 2021 (Wednesday)

Place: B1F, Conference Hall, No.76, Sec. 1, Chenggong Rd., Nangang Dist., Taipei City, Taiwan

Quorum: The Shareholders present in person or by proxy collectively held 1,424,117,690 Shares, including 997,523,037 Shares voted via electronic transmission, representing 84.81% of the total 1,679,056,833 issued and outstanding Shares.

Directors Present: Simon Huang, Frank Yeh (via video conference), K.D. Tseng (via video

conference), Mike Chang (via video conference), T.L. Lin (via video conference), K.Y. Chen (via video conference), Fullerton Technology Co., Ltd. (Representative: Richard Wu) (via video conference), Jack J. T. Huang (Independent Director) (via video conference), Charles Chen (Independent Director) (via video conference), Weiru Chen (Independent Director) (via video conference). 10 members of the Board of Directors (including 3 Independent Directors) are present.

Chairman: Simon Huang, the Chairman of the Board of Directors

Recorder: Agatha Cheng

A. Chairman Remarks (omitted)

B. Report Items

• I. Reported the business of 2020 (see Attachment I)

• II. Audit Committee’s review report (see Attachment II)

III. Reported 2020 employees' and directors' compensation

Shareholders’ Comments:

Shareholder 295635 expressed concerns on inventory, recognition of share of profit of associates and joint ventures accounted for using the equity method, information about investments accounted for using the equity method and recognition of income, profitability of previous investment and its information recorded in annual report, sponsorship.

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Shareholder 290184 expressed concerns on subsidiary that have non-controlling interests that are material to the Group, the expression of relevant information recorded in the annual report of the previous investment including profitability, recognition of goodwill and accounting treatment, interest rate of long-term and short-term borrowings, changes on Director's shareholding,

employees’ compensation, non-operating income and accounting disclosure in foreign exchange. Shareholder 11460 expressed concerns on the expression of relevant information recorded in the annual report of the previous investment including investment strategy, recognition of goodwill and follow-up investment decision, debt ratio, others segment disclosure in the annual report, the ways to improve overdue receivables, Directors and Supervisors' liability insurance disclosure and allowance for inventory valuation.

Shareholder 2192 expressed concerns on the follow-up investment decision of the previous investment, operating status in this year, exchange hedging method, unlisted stocks, remuneration of Directors and Supervisors, Audit Committee operation and situation of implementation review, Audit Committee’s recommendations for exchange hedging.

The above has been replies by the chairman and the relevant personnel designated by the chairman respectively.

C. Resolutions

• I. To accept 2020 Business Report and Financial Statements (including Parent Company only and Consolidated Financial Statements)

(Proposed by the Board of Directors)

Explanatory Notes:

• (1) WPG HOLDINGS LIMITED 2020 Financial Statements, including Balance Sheets, Statements of Comprehensive Income, Statements of Changes in Equity, and Statements of Cash Flows, were audited by independent auditors, Lin, Chun-Yao and Chou, Chien-hung, of PricewaterhouseCoopers, Taiwan.

• (2) 2020 Business Report, Independent Auditors’ Report, and the above-mentioned Financial Statements are attached hereto as Attachments I, III and IV.

Voting Results:

Shares represented at the time of voting: 1,424,117,690 Shares

Voting Results* % of the total represented

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shares present Votes in favor: 1,314,290,136 votes 92.32% (888,470,344 votes) Votes against: 1,805,860 votes 0.12% (1,805,860 votes) Votes invalid: 0 votes 0.00% (0 votes) Votes abstained: 107,515,963 votes 7.55% (107,246,833 votes)

• including votes casted electronically (number in brackets)

RESOLVED, that the 2020 Business Report and Financial Statements be and hereby were accepted as proposed.

• II. To approve 2020 profits distribution proposal

• (Proposed by the Board of Directors)

Explanatory Notes:

• (1) The Board has proposed 2020 Profit Distribution in accordance with Article 31 of the Articles of Incorporation. Please refer to the 2020 PROFIT DISTRIBUTION TABLE below.

WPG HOLDINGS LIMITED

2020 PROFIT DISTRIBUTION TABLE

Beginning retained earnings ADD : 2020 Net Profit after Tax ADD : Adjustment for the Retained Earnings in 2020 (Note1) LESS : Legal Reserve (Note2) LESS : Amount appropriated as Special Reserve Accumulated Retained Earnings Available for Distribution Distributable Items: Dividends to Preferred Shares A (Note 3)	Unit: NT$ 6,413,070,009 8,123,354,672 38,879,273 (816,223,395) (3,412,100,049)
	10,346,980,510 400,000,000

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Cash Dividends to Common	(NT$3.1
Shareholders	per share)	5,205,076,182
Unappropriated Retained Earnings at the end of		4,741,904,328
the period (Note 4)

• Note 1: The increase in 2020 retained earnings by remeasurement of defined benefit obligations amounted to NT$8,697,380 and changes in equity of associates and joint ventures accounted for using the equity method amounted to NT$30,181,893

• Note 2: (NT$8,123,354,672+NT$38,879,273)*10%=NT$816,223,395.

• Note 3: The Company issued 200,000,000 shares of preferred shares A on September 18, 2019. As per the issuance price of NT$50, the dividend for the preferred shares A based on the earnings in 2020 amounted to NT$400,000,000 (200,000,000 shares504%)

• Note 4: This year’s earnings assignment sequence is based on the calculation in Article 66-9 of the Income Tax Act. Thus, the 2020 earnings will be assigned first. Chairman President Accounting supervisor

• (2) From the Company’s accumulated retained earnings available for distribution in 2020, NT$400,000,000 is proposed to be distributed as dividend for preferred shares A, and NT$5,205,076,182 is proposed to be distributed as dividend for common shares (The aforesaid dividend for individual shareholders are rounded down to a New Taiwan Dollar, and the total amount of the fractional sums should be listed as other income in our business ledger). Upon the approval of the shareholders' meeting, it is proposed to distribute such amount as cash dividend, and to authorize the Chairman of the Board to determine record date, distribution date and other relevant matters. (Please refer to Letter No. 10002407180 issued by Ministry of Economic Affairs on April 7, 2011).

• (3) In case of share capital change which causes an impact on the number of outstanding shares, and thus impacts dividend payout ratio, it is proposed that the shareholders' meeting authorizes the Chairman of the Board to handle related matters in comply with the Company Law or related laws and regulations. (Please refer to the circular letter No. 09800189600 issued by Ministry of Economic Affairs, R.O.C. on January 11, 2010)

Voting Results:

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Shares represented at the time of voting: 1,424,117,690 Shares

% of the total represented Voting Results* shares present Votes in favor: 1,318,356,597 votes 92.60% (892,536,805 votes) Votes against: 37,933 votes 0.00% (37,933 votes) Votes invalid: 0 votes 0.00% (0 votes) Votes abstained: 105,217,429 votes 7.39% (104,948,299 votes)

• including votes casted electronically (number in brackets)

RESOLVED, that the above proposal be and hereby were approved as proposed.

Shareholders’ Comments:

Shareholder 295635 suggested the Company should disclose non-operating income more clearly, and expressed concerns on accounting treatment of unlisted stocks, management in accounts receivable and other receivables, allowance for inventory valuation, inventory management, donation amount, recognition of goodwill and interest rate of long-term and short-term borrowings.

Shareholder 2192 expressed concerns on allowance for inventory valuation, the use of purchase of real estate and land, appraisal report disclosure, operation information in China and purchase price allocation report from acquisition.

The above has been replies by the chairman and the relevant personnel designated by the chairman respectively.

D. Discussion Matters

• I. To amend the Rules for Election of Directors.

(Proposed by the Board of Directors)

Explanatory Notes:

Amend the Rules for Election of Directors to comply with regulations and actual needs. For article amendment details and comparison. (see Attachment V)

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Voting Results:

Shares represented at the time of voting: 1,424,117,690 Shares

% of the total represented Voting Results* shares present Votes in favor: 1,318,315,254 votes 92.60% (892,495,462 votes) Votes against: 50,445 votes 0.00% (50,445 votes) Votes invalid: 0 votes 0.00% (0 votes) Votes abstained: 105,246,260 votes 7.39% (104,977,130 votes)

• including votes casted electronically (number in brackets)

RESOLVED, that the above proposal be and hereby were approved as proposed.

• II. To amend the Rules of Procedures for Shareholders' Meetings.

• (Proposed by the Board of Directors)

Explanatory Notes:

Amend the Rules of Procedures for Shareholders' Meetings to comply with regulations and

actual needs. For article amendment details and comparison. (see Attachment VI)

Voting Results:

Shares represented at the time of voting: 1,424,117,690 Shares

% of the total represented Voting Results* shares present Votes in favor: 1,318,318,624 votes 92.60% (892,498,832 votes) Votes against: 47,112 votes 0.00% (47,112 votes) Votes invalid: 0 votes 0.00% (0 votes) Votes abstained: 105,246,223 votes 7.39% (104,977,093 votes)

• including votes casted electronically (number in brackets)

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RESOLVED, that the above proposal be and hereby were approved as proposed.

E. Director Election

• I. To elect one Independent Director to fill the vacancy.

• (Proposed by the Board of Directors)

Explanatory Notes:

• (1) The Sixth Board of Directors originally totaling 11 Directors including 4 Independent Directors resolved by Board of Directors, and the term is from June 24, 2020 to June 23, 2023. 2020 Annual Shareholders’ Meeting elected ten directors, three of whom were independent as the resignation of candidate. The Board of Directors approved to elect a new independent director to fill such vacancy at WPG’s 2021 Annual Shareholders’ Meeting.

• (2) The newly-elected Independent Director will take office upon the election of the 2021 annual shareholders' meeting and the term expires on June 23, 2023, as the same date as the term of the existing directors.

• (3) In accordance with the Articles of Incorporation of the Company, the candidate nomination system is adopted for the election. Directors shall be selected from the list of Independent Director Candidates. Please refer to Attachment VII.

Election Result:

Elected list of the Independent Director and votes received:

Classification	Nominee	Votes Received
	Name
Independent Director	KathyYang	959,902,529

F. Other Proposals

• I. To release Directors of the Company from Non-Compete Restriction.

• (Proposed by the Board of Directors)

Explanatory Notes:

• (1) According to Paragraph one, Article 209 of the Company Act, "A Director who does anything for himself or on behalf of another person that is within the scope of the Company's business, shall explain to the meeting of shareholders the essential

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contents of such an act and secure its approval.”

• (2) The details and the status on the competition of the newly by-elected Independent

Director to be released from Non-Compete Restriction is attached herewith.

Director Classification	Nominee	Company where position is held concurrently	Title	Remarks
Independent	Kathy Yang	CDIB & Partners Investment HoldingCorporation	Director (Corporate Representative)	Has Inaugurated

Voting Results:

Shares represented at the time of voting: 1,424,117,690 Shares

% of the total represented Voting Results* shares present Votes in favor: 1,253,023,921 votes 88.01% (827,204,129 votes) Votes against: 227,082 votes 0.01% (227,082 votes) Votes invalid: 0 votes 0.00% (0 votes) Votes abstained: 170,360,956 votes 11.96% (170,091,826 votes)

• including votes casted electronically (number in brackets)

RESOLVED , that the above proposal be and hereby were accepted as proposed.

G. Special Motions: None.

Shareholders’ Comments:

Shareholder 2192 expressed concerns on the follow-up investment decision of the previous

investment, the use of purchase of real estate in Guishan and management of sales in China, then made suggestions for meeting venues

The above has been replies by the chairman and the relevant personnel designated by the chairman respectively.

H. Meeting Adjourned: August 3, 2021 at 11:54 a.m.

(This 2021 AGM Minutes set forth the main points of the meeting. Actual meeting procedure and contents shall subject to the video recording of the Meeting.)

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Business Report

Thanks to accurate product portfolio, growing productivity, and continuous operation expansion, WPG was named the largest semiconductor components distributor in revenue both globally and among Asia Pacific in 2020. We are expanding our operation globally. Currently our main sales locations are Greater China and South Asia, but we are gradually expanding our sales locations to Europe, Northeast Asia, ASEAN countries, India, and North America. Looking into 2021 global semiconductor revenue growth, 5G mobile communication, servers, memory, IoT, automobiles, and industrial electronics remain to be the market mainstay. After years of active deployment, WPG sufficiently grasps market growth opportunities by continue growing in market applications, offering supply chain management service with added value, providing components and turnkey solution with competitive advantage, and helping our customers develop and invest in future markets. We aim to create win-win-win situations with our vendors and customers.

1. 2020 Review

WPG’s consolidated revenue in 2020 reached NT$609.886 billion (US$20.651 billion), net profit after tax reached NT$8,123 million. Basic earnings per share (EPS) were NT$4.77. All three of the above hit record-high. Key performance indicators Return on Working Capital (ROWC) and Return on Equity (ROE) were 9.5% and 12.6%, respectively.

In 2020, WPG developed diverse product structure. Core 3C products showed stable growth while non-3C fields such as IoT, automobiles, and industrial electronics grew rapidly, accounted for 23% of the total revenue. We have approximately 5,200 employees in total, of which field applications engineers (FAE) account for 20.9% and offered 207 “online solutions.” WPG has approximately 104 operating locations worldwide, including 76 in Asia Pacific and 28 in North America. Our global supply chain supported approximately 550 VMI logistic projects cross-regions, and our Hong Kong smart warehouse construction was completed to realize one-stop service. We believe the added-value service we provided is highly recognized in semiconductor supply chain.

To enhance corporate competitiveness in respect of sustainability, WPG introduced Chief Sustainability Officer to strengthen sustainability management.

• E (Environment): Maintain and manage resources adhere to environmental protection and energy-saving philosophy. In response to climate change, promote smart warehouse continuously to maximize resource efficiency and achieve carbon reduction goal through collaborative operation of human and machine. Promote and encourage employees to respond to environmental protection through various advocacy, thereby enhancing environmental protection atmosphere and awareness.

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• S (Social): Won Corporate Sustainability Report Awards - Service Industry Gold Award and Sustainable Corporation Outstanding Awards - Service and Telecommunication Industry in 2020 Taiwan Corporate Sustainability Awards (TCSA)

• G (Governance): Ranked top 20% of listed companies in corporate governance evaluation for 6 consecutive years, and was selected as a constituent stock of the "TWSE Corporate Governance 100 Index".

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2. 2021 Outlook

Having digital transformation as the foundation, WPG actively cooperates with vendors and customers regarding supply chain transfer plan through both online platforms and offline teams, and searches for new product lines based on customer needs in various regions. We construct and explore new business models, from LaaS (Logistics as a Service) to BPaaS (Business Process as a Service), to interpret tomorrow with the day after and illustrate the look of the industry ten years later.

◼ Key financial indicators: Increase net income and effectively control operating costs. Use ROWC as the key financial indicator to continuously optimize product mix. Improve account receivable and collateral management to ensure asset quality and liquidity. Utilize financial leverage discreetly as well as enhance asset structure and profitability in order to improve shareholders’ return on equity and dividend distribution.

◼ Active deployment and expansion: Redefine the "customers" in the upstream and downstream of the supply chain, to develop corresponding strategies and goals of service expansion in response to their needs. Provide different forms of package combinations according to the needs of different customers, to expand the objectives and fields of customer service. Strive to deepen the cultivation of customers and revenue growth, integration of team resources to enhance productivity.

◼ Product portfolio management and enhancement: Propose corresponding resource allocation plan and communication strategy considering the advantages/disadvantages of various product lines to improve operating efficiency and operating profit model. Strengthen WPG brand image in service and promote WPGDADAWANT service platform continuously. Through improving the perceived quality of digital transformation services, WPG creates long-term customer value, and deepens the influence within the supply chain. WPG continues to promote new media marketing “online and offline (O2O) mode”, to strengthen the consistency of internal and external brand recognition and expand sustainable competitiveness. Combining WPG’s business design capabilities and organizational transformation capabilities, as well as the support of DADATONG, which provides data scale and data assets advantage, WPG may achieve the goal effectively.

◼ Integration process and information platform: In response to digital transformation, WPGDADAWANT, Business Process as a Service (BPaaS), and ISMS (Information Security Management System) are emphasized. Operation process optimization and smart warehouse and platform construction for cross-region logistics management continue to be implemented in accordance with WPG development strategy. We aim to improve quality and efficiency to meet the needs of company operation and to face the rapidly changing environment.

◼ Sustainability (ESG): Key focuses include corporate governance, risk management, supply chain and customer management, environment, workplace, corporate citizenship, stakeholder concerns, internal operational impact investigation and analysis, and sustainable development strategies. We aim to enhance information transparency to achieve the goal of being ranked top 5% of listed companies in corporate governance evaluation, and to effectively fulfill the functions

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of the board of directors, audit committee, remuneration committee, and new business strategy committee in order to implement the annual work plan.

In the future, WPG shall maintain global leading position, continue expansion, and develop healthy product revenue structure through digital transformation projects, including customer needs integration and analysis, upstream and downstream integration, and supply chain management. We aim to create innovative business model and provide higher added-value services to customers.

We, the management team, as well as all WPG employees thank you for the support and encouragement, and look forward to the continuous guidance and advice in the coming year. With our vision “To Become the First Choice of Industry. To Become the Benchmark of Distribution.” in mind, we will remain consistent in our business philosophy and services, and promote the core value of “Global Distribution, Strong and Fearless, Double Production Value, Happy Corporation, Platform Empowerment, Seamless Handover” comprehensively. We will strive to create win-win solutions with our vendors, customers, and shareholders, and wish to share exceptional business results with you.

We sincerely welcome all our peers and shareholders to share their concerns and advice with us.

Chairman: Simon Huang

Chief Executive Officer: Mike Chang

Chief Financial Officer: Cliff Yuan

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Audit Committee’s Review Report

The Board of Directors has prepared the 2020 Business Report, Financial Statements, and proposal for allocation of profits. The aforementioned 2020 Business Report,

Financial Statements, and proposal for allocation of profits have been reviewed and

determined to be correct and accurate by the Audit Committee members of WPG

HOLDINGS LIMITED. According to Article 14-4, 14-5 of the Securities and Exchange

Act and Article 219 of the Company Act, we hereby submit this report.

AUDIT COMMITTEE OF WPG HOLDINGS LIMITED

Independent Director Charles Chen

Independent Director Jack J. T. Huang

Independent Director Weiru Chen

April 27, 2021

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INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Stockholders of WPG Holdings Limited

Opinion

We have audited the accompanying parent company only balance sheets of WPG Holdings Limited (the “Company”) as at December 31, 2020 and 2019, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

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

Basis for opinion

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

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company’s 2020 financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

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Key audit matters for the Company’s 2020 parent company only financial statements are stated as follows:

Impairment assessment of investments accounted for under equity method

Description

Refer to Note 4(12) for accounting policy on investments accounted for under equity method, Note 5(2) for uncertainty of accounting estimates and assumptions in relation to impairment assessment of investments accounted for under equity method, and Note 6(4) for details of investments accounted for under equity method.

In 2010, the Company acquired 100% shareholding of Yosun Industrial Corp. (referred herein as “Yosun Industrial”) amounting to $12,939,060 thousand, and was recognized as investments accounted for under equity method. The Company uses the estimated future cash flows of each cash-generating unit and proper discount rate to assess whether the investment may be impaired. Given that the assumptions used in the calculation of recoverable amount requires significant management judgement with respect to the discount rate and the underlying cash flows, we considered the impairment assessment of the investment a key audit matter.

How our audit addressed the matter

Our audit procedures in relation to the above key audit matter included:

1. Assessing the process in which management evaluates the estimated future cash flows of each cash generating unit, and reconciling the input data used in the valuation model to the approved operational plan by management.

2. Evaluating the reasonableness of the estimated growth rate, gross rate, discount rate and other significant assumptions used in the valuation model, by:

3. (1) Comparing estimated growth rate and gross rate with historical data and our knowledge of the business and industry;

4. (2) Comparing discount rate assumptions with respect to cash generating units’ capital cost and similar return on assets; and

5. (3) Checking the setting of valuation model’s calculation formula.

6. Comparing the recoverable value and book value of each cash-generating unit.

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Valuation of investments accounted for under equity method

Description

Refer to Note 4(12) for accounting policy on investments accounted for under equity method, and Note 6(4) for details of investments accounted for under equity method.

As at December 31, 2020, the balance of the Company’s investments in its subsidiaries, World Peace Industrial Co., Ltd. (referred herein as “World Peace Industrial”), Yosun Industrial, Silicon Application Corp. (referred herein as “Silicon Application”) and Asian Information Technology Inc. (referred herein as “Asian Information Technology”) amounted to $24,925,013 thousand, $11,919,185 thousand, $7,288,058 thousand and $5,702,692 thousand, respectively, and the investment income amounted to $3,311,641 thousand, $927,668 thousand, $1,079,540 thousand and $1,137,808 thousand for the year then ended, respectively. As the balance of investments accounted for under equity method constituted 61% of the Company’s total assets, and investment income constituted 80% of the Company’s profit before tax, we considered the assessment of investments accounted for under equity method, valuation of allowance for uncollectible accounts receivable, and recognition of purchase discounts and allowances of these subsidiaries as key audit matters as summarised below:

Valuation of allowance for uncollectible accounts receivable - World Peace Industrial, Yosun Industrial, Silicon Application and Asian Information Technology (collectively referred herein as the “Subsidiaries”)

Description

Refer to Note 4(10) of consolidated financial statements for accounting policy on accounts receivable, Note 5(2) of consolidated financial statements for uncertainty of accounting estimates and assumptions in relation to provision for uncollectible accounts receivable, and Note 6(5) of consolidated financial statements for details of accounts receivable and overdue receivables.

The Subsidiaries assess the collectibility of accounts receivable based on historical experience with its customers. As the estimation of allowance for uncollectible accounts is subject to management’s judgment in estimating future recovery, such as management’s assessment of customer’s credit risk, we consider the valuation of allowance for uncollectible accounts receivable a key audit matter.

How our audit addressed the matter

Our audit procedures in relation to the above key audit matter included:

1. Obtaining an understanding of, and evaluating the formal approval process for the customer’s credit

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limit application.

1. Checking the provision policy on allowance for uncollectible accounts, and assessing the reasonableness of provision policy.

2. Checking the adequacy of the loss rate calculation by sampling the historical accounts receivable aging data and verifying the formula for the calculation of expected credit loss rate.

3. Comparing the classification of accounts receivable aging with current year and prior year, and checking subsequent collections after balance sheet date to confirm recovery of outstanding receivables.

4. For those accounts receivable specifically identified by management to have been impaired, evaluating propriety of impairment assessment against related supporting documents.

Recognition of purchase discounts and allowances - subsidiaries

Description

Refer to Note 4(13) of the consolidated financial statements for accounting policy on recognition of purchase discounts and allowances.

The Subsidiaries are engaged in operating sales channel for various electronic components. In line with industry practice, the Subsidiaries have entered into purchase discounts and allowances agreements with suppliers for various kinds and quantities of inventories. The Subsidiaries calculate and recognize the amount of purchase discounts and allowances in accordance with the agreement. The Subsidiaries negotiate the amount with the supplier, and after receiving credit note from supplier, the Subsidiaries pay the net amount.

The discounts and allowances from supplier are calculated either automatically by the system or manually. The Subsidiaries have to gather a lot of information to input in the system, such as the items subject to discount and corresponding discount rate, etc. Given that the Subsidiaries have a large volume of purchases, and have entered into various purchase discounts and allowances agreements with terms and conditions that vary with each agreement, we consider the recognition of purchase discounts and allowances a key audit matter.

How our audit addressed the matter

Our audit procedures in relation to the above key audit matter included:

1. Understanding the process in recognizing purchase discounts and allowances, evaluating related

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internal control procedures and testing its effectiveness, checking the basic information set up in the computer system with respect to discount and allowance calculation randomly, and selecting samples to determine whether purchase discounts and allowances recognized were reviewed by an authorised supervisor.

1. Selecting samples of purchase discounts and allowances, obtaining confirmed documents and approved credit note from supplier for selected commodity’s part number, and checking whether the part number and discount and allowance amount in obtained vouchers were consistent with the amounts recognized.

2. Performing confirmation of selected material accounts payable, checking whether there is a difference between the amount of purchase discounts and allowances recognized based on credit note from supplier with the amount confirmed by the supplier, and investigating differences, if any. Selecting samples of outstanding accounts payable and checking whether subsequent payments were made after the balance sheet date.

Responsibilities of management and those charged with governance for financial statements

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

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

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

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an

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audit conducted in accordance with the generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

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

1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the financial statements to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely

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responsible for our audit opinion.

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

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

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

Lin, Chun-Yao Chou, Chien-hung

for and on behalf of PricewaterhouseCoopers, Taiwan March 30, 2021

The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers, Taiwan cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

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WPG HOLDINGS LIMITED

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Assets	Notes 6(1) 7(3) 7(3) 6(2) 6(3) 6(4) and 8 6(5) and 8 6(6) and 7(3) 6(7) and 8 6(8) 6(25) 6(9)	December 31, 2020 Amount % $ 40,435 - 123,169 - 56 - 341,239 1 44,600 - 60,068 - 609,567 1 610,915 1 1,594,081 2 70,484,850 87 6,931,550 8 23,061 - 704,332 1 109,573 - 24,685 - - - 12,696 - 80,495,743 99 $ 81,105,310 100	December 31, 2019	December 31, 2019
		Amount $ 40,435 123,169 56 341,239 44,600 60,068 609,567 610,915 1,594,081 70,484,850 6,931,550 23,061 704,332 109,573 24,685 - 12,696 80,495,743 $ 81,105,310	Amount $ 1,983,588 105,022 56 803,118 23,269 537 2,915,590 594,615 - 58,854,405 1,427,534 15,819 709,805 15,419 15,437 8,111,638 10,045 69,754,717 $ 72,670,307	%
Current assets 1100 Cash and cash equivalents 1180 Accounts receivable - related parties, net 1200 Other receivables 1210 Other receivables - related parties 1410 Prepayments 1470 Other current assets 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit or loss - non- current 1517 Financial assets at fair value through other comprehensive income - non-current 1550 Investments accounted for under equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment property, net 1780 Intangible assets 1840 Deferred income tax assets 1960 Prepayment for investments 1990 Other non-current assets 15XX Total non-current assets 1XXX Total assets				3 - - 1 - -
				4
				1 - 81 2 - 1 - - 11 -
				96
				100

(Continued)

~22~

WPG HOLDINGS LIMITED

PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Liabilities andEquity

December 31, 2020 December 31, 2019 Notes Amount % Amount % 6(10) $ 4,450,000 6 $ 7,200,000 10 6(11) 1,199,421 1 998,987 1 1,698 - 1,603 - 421,295 1 288,929 1 7(3) 7,802 - 133,802 - 343,154 - 430,090 1 12,050 - 7,013 - 6(12) 95,768 - 4,664 - 6,531,188 8 9,065,088 13 6(12) and 8 8,929,646 11 - - 6(25) 78,941 - 78,413 - 10,746 - 8,890 - 6(13) 84,867 - 45,759 - 9,104,200 11 133,062 - 15,635,388 19 9,198,150 13 6(14) 16,790,568 21 16,790,568 23 2,000,000 2 2,000,000 3 6(15) 28,848,733 36 27,456,298 38 6(16) 6,667,417 8 6,021,073 8 5,420,694 7 2,602,682 4 14,575,304 18 14,022,230 19 6(17) ( 8,832,794) ( 11) ( 5,420,694) ( 8) 65,469,922 81 63,472,157 87 9 11 $ 81,105,310 100 $ 72,670,307 100

Current liabilities 2100 Short-term borrowings 2110 Short-term notes and bills payable 2150 Notes payable 2200 Other payables 2220 Other payables - related parties 2230 Current income tax liabilities 2280 Current lease liabilities 2300 Other current liabilities 21XX Total current liabilities Non-current liabilities 2540 Long-term borrowings 2570 Deferred income tax liabilities 2580 Non-current lease liabilities 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Equity Capital 3110 Common stock 3120 Preference stock Capital reserve 3200 Capital reserve Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated earnings Other equity interest 3400 Other equity interest 3XXX Total equity Significant contingent liabilities and unrecognized contract commitments Significant events after the balance sheet date 3X2X Total liabilities and equity

The accompanying notes are an integral part of these parent company only financial statements.

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WPG HOLDINGS LIMITED

PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE DATA)

4000 5000 5900 7100 7010 7020 7050 7000 7900 7950 8200 8311 8316 8330 8349 8310 8361 8380 8399 8360 8300 8500 9750 9850

2020 2019 Items Notes Amount % Amount % Operating revenues 6(18) and 7(3) $ 9,072,831 100 $ 7,384,531 100 Operating costs 6(23)(24)and 7(3) ( 905,763) ( 10) ( 732,414) ( 10) Gross profit 8,167,068 90 6,652,117 90 Non-operating income and expenses Interest income 6(19) 533 - 1,263 - Other income 6(20) 44,692 - 24,864 - Other gains or losses 6(21) ( 19,551) - 2,884 - Financial costs 6(22) ( 111,124) ( 1) ( 26,166) - Total non-operating income and expenses ( 85,450) ( 1) 2,845 - Income before income tax 8,081,618 89 6,654,962 90 Income tax benefit (expense) 6(25) 41,737 ( 1) ( 201,561) ( 3) Profit for the year $ 8,123,355 90 $ 6,453,401 87 Other comprehensive income / (loss), net Components of other comprehensive income (loss) that will not be reclassified to profit or loss Loss on remeasurement of defined benefit plan 6(13) ($ 3,914) - ($ 1,702) - Unrealized gains from investments in equity instruments measured at fair value through other comprehensive income 6(3) 56,066 - - - Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for under equity method 1,816,133 20 11,399 - Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 6(25) 783 - 339 - Other comprehensive income that will not be reclassified to profit or loss 1,869,068 20 10,036 - Components of other comprehensive income (loss) that will be reclassified to profit or loss Exchange differences on translation of foreign financial statements ( 74,489) ( 1) ( 200,675) ( 3) Share of other comprehensive loss of subsidiaries, associates and joint ventures accounted for under equity method ( 5,203,124) ( 57) ( 2,620,770) ( 35) Income tax related to components of other comprehensive income that will be reclassified to profit or loss 6(25) 5,142 - 3,433 - Other comprehensive loss that will be reclassified to profit or loss ( 5,272,471) ( 58) ( 2,818,012) ( 38) Other comprehensive loss, net ($ 3,403,403) ( 38) ($ 2,807,976) ( 38) Total comprehensive income $ 4,719,952 52 $ 3,645,425 49 Earnings per share (in dollars) Basic earnings per share 6(26) $ 4.77 $ 3.84 Diluted earnings per share 6(26) $ 4.77 $ 3.84

The accompanying notes are an integral part of these parent company only financial statements.

~24~

WPG HOLDINGS LIMITED

PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

2019 Balance at January 1, 2019 Net income Other comprehensive income (loss) Total comprehensive income (loss) Appropriations and distribution of 2018 retained earnings Legal reserve Reversal of special reserve Cash dividends Issuance of preference stock Changes in equity of associates and joint ventures accounted for under equity method Balance at December 31, 2019 2020 Balance at January 1, 2020 Net income Other comprehensive income (loss) Total comprehensive income (loss) Appropriations and distribution of 2019 retained earnings Legal reserve Special reserve Cash dividends for common stock Cash dividends for preference stock Changes in equity of associates and joint ventures accounted for under equity method Balance at December 31, 2020	Notes		Capital	Capital	Capital		Capital reserve				RetainedEarnings	RetainedEarnings		Other EquityInterest	Other EquityInterest		Totalequity
			Commonstock	Preference stock					Legal reserve		Special reserve		Unappropriated earnings	Exchange differences of foreign financial statements	Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income
	6(16) 6(14) 6(15) 6(16) 6(15)		$ 16,790,568 - - - - - - - - $ 16,790,568 $ 16,790,568 - - - - - - - - $ 16,790,568		$ - - - - - - - 2,000,000 - $ 2,000,000 $ 2,000,000 - - - - - - - - $ 2,000,000		$ 19,454,882 - - - - - - 7,994,638 6,778 $ 27,456,298 $ 27,456,298 - - - - - - - 1,392,435 $ 28,848,733		$ 5,274,872 - - - 746,201 - - - - $ 6,021,073 $ 6,021,073 - - - 646,344 - - - - $ 6,667,417	$ 4,124,936 - - - - ( 1,522,254 ) - - - $ 2,602,682 $ 2,602,682 - - - - 2,818,012 - - - $ 5,420,694		$ 11,316,193 6,453,401 10,036 6,463,437 ( 746,201 ) 1,522,254 ( 4,533,453 ) - - $ 14,022,230 $ 14,022,230 8,123,355 8,697 8,132,052 ( 646,344 ) ( 2,818,012 ) ( 4,029,736 ) ( 115,068 ) 30,182 $ 14,575,304		($ 2,596,682 ) - ( 2,818,012 ) ( 2,818,012 ) - - - - - ($ 5,414,694 ) ($ 5,414,694 ) - ( 5,272,471 ) ( 5,272,471 ) - - - - - ($ 10,687,165 )	($ 6,000 ) - - - - - - - - ($ 6,000 ) ($ 6,000 ) - 1,860,371 1,860,371 - - - - - $ 1,854,371	$ 54,358,769 6,453,401 ( 2,807,976 ) 3,645,425 - - ( 4,533,453 ) 9,994,638 6,778 $ 63,472,157 $ 63,472,157 8,123,355 ( 3,403,403 ) 4,719,952 - - ( 4,029,736 ) ( 115,068 ) 1,422,617 $ 65,469,922

The accompanying notes are an integral part of these parent company only financial statements.

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WPG HOLDINGS LIMITED

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Cash flows from operating activities Income before income tax Adjustments Income and expenses Depreciation Amortization Interest expense Interest income Dividend income Share of profit of subsidiaries, associates and joint ventures accounted for under the equity method Gains on financial assets at fair value through profit or loss Loss on disposal of investment Changes in assets/liabilities relating to operating activities Net changes in assets relating to operating activities Accounts receivable - related parties, net Other receivables Other receivables - related parties Prepayments Other current assets Changes in operating liabilities Notes payable Other payables Other payables - related parties Other current liabilities Other non-current liabilities Cash inflow generated from operations Interest paid Income tax paid Interest received Dividends received Net cash provided by operating activities

Notes 2020 2019 $ 8,081,618 $ 6,654,962 6(23) 43,808 25,133 6(23) 50,610 8,174 6(22) 111,124 26,166 6(19) ( 533 ) ( 1,263 ) 6(20) ( 22,021 ) ( 4,128 ) 6(18) ( 8,049,744 ) ( 6,580,682 ) 6(21) ( 6,856 ) ( 12,602 ) 6(21) 17,447 - ( 18,147 ) ( 23,597 ) - 8,584 462,564 640,097 ( 92,709 ) 64,979 ( 59,531 ) ( 241 ) 95 585 61,832 7,990 ( 1,000 ) ( 5,883 ) 246 141 652 7,957 579,455 816,372 ( 109,480 ) ( 25,020 ) ( 648,567 ) ( 681,415 ) 533 1,263 4,696,648 4,662,994 4,518,589 4,774,194

(Continued)

• 26 -

WPG HOLDINGS LIMITED

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Cash flows from investing activities Increase in prepayments for investments Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Increase in guarantee deposits paid Proceeds from capital reduction of financial assets at fair value through profit or loss Acquisition of financial assets at fair value through profit or loss - non-current Capital increase in investees Acquisition of financial assets at fair value through other comprehensive income - non-current Net cash used in investing activities Cash flows from financing activities Principal repayment of lease liability Increase in short-term borrowings Decrease in short-term borrowings Increase in short-term notes and bills payables Decrease in short-term notes and bills payables Increase in long-term borrowings (including current portion of long-term borrowings) Decrease in long-term borrowings (including current portion of long-term borrowings) (Decrease) increase in other payables - related parties Increase in guarantee deposits received Distribution of cash dividends Issuance of preference stock Net cash provided by financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

Notes 2020 2019 6(9) $ - ($ 8,111,638 ) 6(27) ( 5,440,649 ) ( 330,668 ) 6(5) 41 - 6(27) ( 65,101 ) ( 15,902 ) ( 2,651 ) ( 4,800 ) 17,466 22,666 ( 26,910 ) ( 57,322 ) 7(3) ( 1,600,000 ) ( 5,100,000 ) ( 1,538,015 ) - ( 8,655,819 ) ( 13,597,664 ) 6(28) ( 8,257 ) ( 6,959 ) 6(28) 28,440,000 35,270,000 6(28) ( 31,190,000 ) ( 30,065,000 ) 6(28) 5,850,000 4,391,097 6(28) ( 5,649,566 ) ( 4,011,703 ) 6(28) 9,025,620 - 6(28) ( 5,116 ) ( 409,199 ) ( 125,000 ) 125,000 1,200 - 6(16) ( 4,144,804 ) ( 4,533,453 ) 6(14) - 9,994,638 2,194,077 10,754,421 ( 1,943,153 ) 1,930,951 1,983,588 52,637 $ 40,435$ 1,983,588

The accompanying notes are an integral part of these parent company only financial statements.

• 27 -

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

To the Board of Directors and Stockholders of WPG Holdings Limited

Opinion

We have audited the accompanying consolidated balance sheets of WPG Holdings Limited and its subsidiaries (the “Group”) as at December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2020 and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

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

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group’s 2020 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we

~28~

do not provide a separate opinion on these matters.

Key audit matters for the Group’s 2020 consolidated financial statements of the current period are stated as follows:

Impairment assessment of goodwill

Description

Refer to Note 4(19) for accounting policy on goodwill impairment, Note 5(2) for uncertainty of accounting estimates and assumptions in relation to goodwill impairment, and Note 6(13) for details of intangible assets.

The Group acquired shares of stock of target companies by cash or through exchange of shares of stock. The difference between the acquisition price and the carrying amount of the net identifiable assets is allocated in accordance with the accounting policies on business combinations. The Group uses the estimated future cash flows of each cash-generating unit and proper discount rate to determine recoverable amount of goodwill, and assesses whether goodwill may be impaired. Given that the assumptions used in the calculation of recoverable amount requires significant management judgement with respect to the discount rate and the underlying cash flows, we considered the impairment assessment of goodwill a key audit matter.

How our audit addressed the matter

Our audit procedures in relation to the above key audit matter included:

1. Assessing the process in which management evaluates the estimated future cash flows of each cash generating unit, and reconciling the input data used in the valuation model to the approved operational plan by management.

2. Evaluating the reasonableness of the estimated growth rate, gross rate, discount rate and other significant assumptions used in the valuation model, by:

3. (1) Comparing estimated growth rate and gross rate with historical data and our knowledge of the business and industry;

4. (2) Comparing discount rate assumptions with respect to cash generating units’ capital cost and similar return on assets; and

5. (3) Checking the setting of valuation model’s calculation formula.

6. Comparing the recoverable value and book value of each cash-generating unit.

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Valuation of allowance for uncollectible accounts receivable

Description

Refer to Note 4(10) for accounting policy on accounts receivable, Note 5(2) for uncertainty of accounting estimates and assumptions in relation to provision for uncollectible accounts receivable, and Notes 6(5)(15) for details of accounts receivable and overdue receivables.

The Group assesses the collectability of accounts receivable based on historical experience with its customers. As the estimation of allowance for uncollectible accounts is subject to management’s judgment in estimating future recovery, such as management’s assessment of customer’s credit risk, we considered the valuation of allowance for uncollectible accounts receivable a key audit matter.

How our audit addressed the matter

Our audit procedures in relation to the above key audit matter included:

1. Obtaining an understanding of, and evaluating the formal approval process for the customer’s credit limit application.

2. Checking the provision policy on allowance for uncollectible accounts, and assessing the reasonableness of provision policy.

3. Checking the adequacy of the loss rate calculation by sampling the historical accounts receivable aging data and verifying the formula for the calculation of expected credit loss rate.

4. Comparing the classification of accounts receivable aging with current year and prior year, and checking subsequent collections after balance sheet date to confirm recovery of outstanding receivables.

5. For those accounts receivable specifically identified by management to have been impaired, evaluating propriety of impairment assessment against related supporting documents.

Recognition of purchase discounts and allowances

Description

Refer to Note 4(13) for accounting policy on recognition of purchase discounts and allowances. The Group is engaged in operating sales channel for various electronic components. In line with industry practice, the Group has entered into purchase discounts and allowances agreements with suppliers for various kinds and quantities of inventories. The Group calculates and recognizes the amount of purchase discounts and allowances in accordance with the agreement. The Group negotiates the amount with the

~30~

supplier, and after receiving credit note from supplier, the Group pays the net amount.

The discounts and allowances from supplier are calculated either automatically by the system or manually. The Group has to gather a lot of information to input in the system, such as the items subject to discount and corresponding discount rate, etc. Given that the Group has a large volume of purchases, and has entered into various purchase discounts and allowances agreements with terms and conditions that vary with each agreement, we considered the recognition of purchase discounts and allowances a key audit matter.

How our audit addressed the matter

Our audit procedures in relation to the above key audit matter included:

1. Understanding the process in recognizing purchase discounts and allowances, evaluating related internal control procedures and testing its effectiveness, checking the basic information set up in the computer system with respect to discount and allowance calculation randomly, and selecting samples to determine whether purchase discounts and allowances recognized were reviewed by an authorized supervisor.

2. Selecting samples of purchase discounts and allowances, obtaining confirmed documents and approved credit note from supplier for selected commodity’s part number, and checking whether the part number and discount and allowance amount in obtained vouchers were consistent with the amounts recognized.

3. Performing confirmation of selected material accounts payable, checking whether there is a difference between the amount of purchase discounts and allowances recognized based on credit note from supplier with the amount confirmed by the supplier, and investigating differences, if any. Selecting samples of outstanding accounts payable and checking whether subsequent payments were made after the balance sheet date.

Other matter – Parent company only financial reports

We have audited and expressed an unqualified opinion on the parent company only financial statements of WPG Holdings Limited as at and for the years ended December 31, 2020 and 2019.

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Responsibilities of management and those charged with governance for the consolidated financial statements

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

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

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

Auditors’ responsibilities for the audit of the consolidated financial statements

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

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

~32~

1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.

5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

We also provide those charged with governance with a statement that we have complied with relevant

~33~

ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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

Lin, Chun-Yao Chou, Chien-hung

For and on behalf of PricewaterhouseCoopers, Taiwan March 30, 2021

----------------------------------------------------------------------------------

The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and audit report of independent auditors are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the consolidated financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

~34~

WPG HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Assets	Notes 6(1) 6(2) 6(4) and 8 6(5) 6(5) 7(3) 6(7) 7(3) 6(8) 6(2) and 8 6(3) 6(4) 6(9) 6(10) and 8 6(11) 6(12) and 8 6(13) 6(32) 6(14) 6(15)	December31,2020 Amount % $ 11,020,020 5 87,124 - 246,682 - 3,210,976 1 108,221,027 46 177,893 - 12,933,710 6 1,615 - 13,734 - 57,100,025 25 2,616,586 1 2,381,971 1 198,011,363 85 1,346,806 1 1,831,394 1 225,681 - 11,922,666 5 10,560,533 4 1,630,694 1 1,573,739 1 5,661,833 2 534,834 - 31,050 - 646,520 - 35,965,750 15 $ 233,977,113 100	December31,2019	December31,2019
		Amount $ 11,020,020 87,124 246,682 3,210,976 108,221,027 177,893 12,933,710 1,615 13,734 57,100,025 2,616,586 2,381,971 198,011,363 1,346,806 1,831,394 225,681 11,922,666 10,560,533 1,630,694 1,573,739 5,661,833 534,834 31,050 646,520 35,965,750 $ 233,977,113	Amount $ 9,992,582 339,649 84,055 1,977,097 110,656,082 98,292 11,428,975 1,208 27,980 67,721,637 2,242,687 1,396,017 205,966,261 1,315,509 32,035 - 586,142 5,735,417 1,129,079 1,060,115 5,568,851 506,897 8,142,688 303,826 24,380,559 $ 230,346,820	%
Current assets Cash and cash equivalents Financial assets at fair value through profit or loss - current Financial assets at amortized cost - current Notes receivable, net Accounts receivable, net Accounts receivable - related parties, net Other receivables Other receivables - related parties Current income tax assets Inventory Prepayments Other current assets Total current assets Non-current assets Financial assets at fair value through profit or loss - non-current Financial assets at fair value through other comprehensive income - non-current Financial assets at amortised cost - non- current Investments accounted for using equity method Property, plant and equipment Right-of-use assets Investment property - net Intangible assets Deferred income tax assets Prepayments for investments Other non-current assets Total non-current assets TOTAL ASSETS				4 - - 1 48 - 5 - - 29 1 1
				89
				1 - - - 3 1 - 2 - 4 -
				11
				100

(Continued)

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WPG HOLDINGS LIMITED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Liabilities and Equity

December31,2020 December31,2019 Notes Amount % Amount % 6(16) $ 59,040,547 25 $ 68,891,614 30 6(17) 4,941,505 2 5,555,424 2 6(2) 2,737 - 16,051 - 50,651 - 34,642 - 62,835,569 27 63,588,170 28 7(3) 77,023 - 653 - 8,033,574 4 5,697,289 2 790,796 - 1,310,711 1 405,282 - 416,902 - 6(18)(19) 10,478,634 5 11,447,611 5 146,656,318 63 156,959,067 68 6(18) 18,643,237 8 7,330,788 3 6(32) 495,971 - 499,268 - 1,289,826 1 740,641 - 888,743 - 849,961 1 21,317,777 9 9,420,658 4 167,974,095 72 166,379,725 72 1 and 6(21) 16,790,568 7 16,790,568 7 2,000,000 1 2,000,000 1 6(22) 28,848,733 13 27,456,298 12 6(23) 6,667,417 3 6,021,073 3 5,420,694 2 2,602,682 1 14,575,304 6 14,022,230 6 6(24) ( 8,832,794 ) ( 4 ) ( 5,420,694) ( 2) 65,469,922 28 63,472,157 28 4 533,096 - 494,938 - 66,003,018 28 63,967,095 28 7(3) and 9 11 $ 233,977,113 100 $ 230,346,820 100

Current liabilities Short-term borrowings Short-term notes and bills payable Financial liabilities at fair value through profit or loss - current Notes payable Accounts payable Accounts payable - related parties Other payables Current income tax liabilities Lease liabilities - current Other current liabilities Total current liabilities Non-current liabilities Long-term borrowings Deferred income tax liabilities Lease liabilities - non-current Other non-current liabilities Total non-current liabilities Total liabilities Equity attributable to owners of parent Capital Common stock Preference stock Capital reserve Capital reserve Retained earnings Legal reserve Special reserve Unappropriated earnings Other equity interest Other equity interest Equity attributable to owners of the parent Non-controlling interest Total equity Significant contingent liabilities and unrecognized contract commitments Significant events after the balance sheet date TOTAL LIABILITIES AND EQUITY

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

~36~

WPG HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE DATA)

Items

Year ended December 31 2020 2019 Notes Amount % Amount % 6(25) and 7(3) $ 609,885,871 100 $ 527,601,353 100 6(8) and 7(3) ( 586,835,742 ) ( 97) ( 505,173,257) ( 96 ) 23,050,129 3 22,428,096 4 6(30)(31) and 7(3) ( 9,089,289 ) ( 1) ( 9,030,334) ( 1 ) ( 3,933,753 ) ( 1) ( 3,777,517) ( 1 ) 22,781 - 92,319 - ( 13,000,261 ) ( 2) ( 12,715,532) ( 2 ) 10,049,868 1 9,712,564 2 6(26) 36,861 - 55,365 - 6(27) 254,304 - 228,293 - 6(28) 610,895 - 516,634 - 6(29) ( 1,926,036 ) - ( 2,347,372) ( 1 ) 861,661 - 22,118 - ( 162,315 ) - ( 1,524,962) ( 1 ) 9,887,553 1 8,187,602 1 6(32) ( 1,687,049 ) - ( 1,681,643) - $ 8,200,504 1 $ 6,505,959 1

Operating revenue Operating costs Gross profit Operating expenses Selling and marketing expenses General and administrative expenses Expected credit impairment gain Total operating expenses Operating profit Non-operating income and expenses Interest income Other income Other gains and losses Finance costs Share of profit of associates and joint ventures accounted for using the equity method Total non-operating income and expenses Income before income tax Income tax expense Consolidated net income

(Continued)

~37~

WPG HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT EARNINGS PER SHARE DATA)

Items	YearendedDecember31 2020 2019 Notes Amount % Amount 6(20) $ 8,110 - $ 8,849 6(3)(24) 100,184 - - 6(24) 1,760,187 1 ( 72) 6(32) ( 1,622 ) - ( 1,771) 1,866,859 1 7,006 ( 4,875,766 ) ( 1) ( 2,814,019) 6(24) ( 408,554 ) - ( 5,027) 6(32) 6,489 - 3,218 ( 5,277,831 ) ( 1) ( 2,815,828) ($ 3,410,972 ) - ($ 2,808,822) $ 4,789,532 1 $ 3,697,137 $ 8,123,355 1 $ 6,453,401 77,149 - 52,558 $ 8,200,504 1 $ 6,505,959 $ 4,719,952 1 $ 3,645,425 69,580 - 51,712 $ 4,789,532 1 $ 3,697,137 6(33) $ 4.77 $ $ 4.77 $	YearendedDecember31	YearendedDecember31	% - - - - - - - - - - 1 1 - 1 1 - 1 3.84 3.84
		2020	2019
Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss Other comprehensive income before tax, actuarial gain (loss) on defined benefit plans Unrealized gains from investments in equity instruments measured at fair value through other comprehensive income Share of other comprehensive income (loss) of associates and joint ventures accounted for using the equity method that will not be reclassified to profit or loss Income tax related to components of other comprehensive income that will not be reclassified to profit or loss Other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss Exchange differences on translation of foreign financial statements Share of other comprehensive loss of associates and joint ventures accounted for using the equity method Income tax related to components of other comprehensive income that will be reclassified to profit or loss Other comprehensive loss that will be reclassified to profit or loss Total other comprehensive loss Total comprehensive income Consolidated net income attributable to: Owners of the parent Non-controlling interest Comprehensive income attributable to: Owners of the parent Non-controlling interest Earnings per share (in dollars) Basic earnings per share Diluted earnings per share
			$

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

~38~

WPG HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Year ended December 31, 2019 Balance at January 1, 2019 Total consolidated profit Net other comprehensive income (loss) Total comprehensive income Appropriations and distribution of 2018 retained earnings Legal reserve Reversal of special reserve Cash dividends Issuance of preference stock Changes in equity of associates and joint ventures accounted for using the equity method Changes in non-controlling interests Balance at December 31, 2019 Year ended December 31, 2020 Balance at January 1, 2020 Total consolidated profit Net other comprehensive income (loss) Total comprehensive income (loss) Appropriations and distribution of 2019 retained earnings Legal reserve Special reserve Cash dividends for common stock Cash dividends for preferred stock Changes in equity of associates and joint ventures accounted for using the equity method Changes in non-controlling interests Balance at December 31, 2020	Notes								Equity att	rib	utableto owners o	utableto owners o	f the parent						Non-controlling interest		Totalequity
			Share Capital				Capital reserve				RetainedEarnings			Other EquityInterest			Total
			Commonstock		Preference stock				Legal reserve		Special reserve		Unappropriated earnings	Exchange differences of foreign financial statements	Unrealized gains (loss) on financial assets at fair value through other comprehensive income
	6(24) 6(23) 6(21) 6(22) 6(24) 6(23) 6(22)		$ 16,790,568 - - - - - - - - - $ 16,790,568 $ 16,790,568 - - - - - - - - - $ 16,790,568		$ - - - - - - - 2,000,000 - - $ 2,000,000 $ 2,000,000 - - - - - - - - - $ 2,000,000		$ 19,454,882 - - - - - - 7,994,638 6,778 - $ 27,456,298 $ 27,456,298 - - - - - - - 1,392,435 - $ 28,848,733		$ 5,274,872 - - - 746,201 - - - - - $ 6,021,073 $ 6,021,073 - - - 646,344 - - - - - $ 6,667,417	$ 4,124,936 - - - - ( 1,522,254 ) - - - - $ 2,602,682 $ 2,602,682 - - - - 2,818,012 - - - - $ 5,420,694		$ 11,316,193 6,453,401 10,036 6,463,437 ( 746,201 ) 1,522,254 ( 4,533,453 ) - - - $ 14,022,230 $ 14,022,230 8,123,355 8,697 8,132,052 ( 646,344 ) ( 2,818,012 ) ( 4,029,736 ) ( 115,068 ) 30,182 - $ 14,575,304		($ 2,596,682 ) - ( 2,818,012 ) ( 2,818,012 ) - - - - - - ($ 5,414,694 ) ($ 5,414,694 ) - ( 5,272,471 ) ( 5,272,471 ) - - - - - - ($ 10,687,165 )	($ 6,000 ) - - - - - - - - - ($ 6,000 ) ($ 6,000 ) - 1,860,371 1,860,371 - - - - - - $ 1,854,371	$ 54,358,769 6,453,401 ( 2,807,976 ) 3,645,425 - - ( 4,533,453 ) 9,994,638 6,778 - $ 63,472,157 $ 63,472,157 8,123,355 ( 3,403,403 ) 4,719,952 - - ( 4,029,736 ) ( 115,068 ) 1,422,617 - $ 65,469,922		$ 465,226 52,558 ( 846 ) 51,712 - - - - - ( 22,000 ) $ 494,938 $ 494,938 77,149 ( 7,569 ) 69,580 - - - - - ( 31,422 ) $ 533,096		$ 54,823,995 6,505,959 ( 2,808,822 ) 3,697,137 - - ( 4,533,453 ) 9,994,638 6,778 ( 22,000 ) $ 63,967,095 $ 63,967,095 8,200,504 ( 3,410,972 ) 4,789,532 - - ( 4,029,736 ) ( 115,068 ) 1,422,617 ( 31,422 ) $ 66,003,018

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

~39~

WPG HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Cash flows from operating activities Income before income tax Adjustments Income and expenses Depreciation Amortization Expected credit impairment gain Interest expense Net gain on financial assets or liabilities at fair value through profit or loss Interest income Dividend income Other income Share of profit of associates and joint ventures accounted for using the equity method Loss on disposal of investment Loss on disposal of property, plant and equipment Loss on lease modification Changes in assets/liabilities relating to operating activities Changes in assets relating to operating activities Financial assets (liabilities) at fair value through profit or loss - current Notes receivable Accounts receivable Accounts receivable - related parties, net Other receivables Other receivables - related parties Inventories Prepayments Other current assets Changes in liabilities relating to operating activities Notes payable Accounts payable Accounts payable - related parties Other payables Other current liabilities Other non-current liabilities Cash inflow generated from operations Interest paid Income tax paid Interest received Income tax refund Dividends received Net cash provided by (used in) operating activities

Years ended December 31, Notes 2020 2019 $ 9,887,553 $ 8,187,602 6(30) 764,940 724,256 6(13)(30) 64,419 16,303 ( 22,781 ) ( 92,319 ) 6(29) 1,926,036 2,145,552 6(28) ( 172,962 ) ( 83,921 ) 6(26) ( 36,861 ) ( 55,365 ) 6(27) ( 45,510 ) ( 17,285 ) ( 6,052 ) - ( 861,661 ) ( 22,118 ) 6(28) 27,036 8 6(28) 673 1,939 6(28) 300 - 412,173 ( 300,736 ) ( 1,233,879 ) 907,790 2,427,602 ( 15,305,726 ) ( 79,601 ) ( 15,702 ) ( 1,505,619 ) ( 2,896,080 ) ( 407 ) 402 10,619,861 ( 2,950,244 ) ( 373,899 ) ( 735,455 ) ( 79,613 ) 15,541 16,009 ( 855 ) ( 752,601 ) 10,426,266 76,370 252 2,464,236 412,201 ( 1,895,933 ) 1,491,128 ( 46,414 ) ( 48,588 ) 21,573,415 1,804,846 ( 1,952,786 ) ( 2,193,406 ) ( 2,332,894 ) ( 1,173,322 ) 37,745 54,154 48,603 21,779 450,911 72,431 17,824,994( 1,413,518 )

(Continued)

~40~

WPG HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

			Years ended	December	31,
	Notes		2020		2019
Cash flows from investing activities
Acquisition of financial assets at fair value through other
comprehensive income - non-current		( $	1,706,254 )	$	-
Increase in prepayments for investments	6(14)		-	(	8,142,688 )
Acquisition of property, plant and equipment and intangible
assets	6(34)	(	6,039,506 )	(	429,587 )
Proceeds from disposal of property, plant and equipment and
intangible assets			1,663		4,097
Increase in guarantee deposits paid		(	20,536 )	(	30,566 )
Decrease in guarantee deposits paid			13,919		32,765
Decrease in other financial assets - current		(	906,341 )	(	895,975 )
Increase in other financial assets - non-current		(	1,636 )		-
(Increase) decrease in other non-current assets		(	44,447 )		65,438
Acquisition of financial assets at fair value through profit or
loss - non-current		(	26,910 )	(	102,096 )
Proceeds from disposal of financial assets at fair value
through profit or loss - non-current			-		14,971
Proceeds from capital reduction of financial assets at fair
value through profit or loss			21,833		38,203
Proceeds from capital reduction of financial assets at fair
value through other comprehensive income			7,079		-
Increase in financial assets at amortized cost - current		(	176,752 )	(	11,583 )
Decrease in financial assets at amortized cost - current			8,795		124,325
Increase in financial assets at amortised cost - non-current		(	225,681 )		-
Net cash used in investing activities		(	9,094,774 )	(	9,332,696 )
Cash flows from financing activities
Principal repayment of lease liability	6(35)	(	433,139 )	(	432,770 )
Increase in short-term borrowings	6(35)		778,159,521		745,217,964
Decrease in short-term borrowings	6(35)	(	788,010,588 )	(	733,547,786 )
Increase in long-term borrowings (including current portion	6(35)
of long-term liabilities)			20,203,922		2,415,923
Decrease in long-term borrowings (including current portion	6(35)
of long-term liabilities)		(	7,973,802 )	(	3,439,965 )
Increase in short-term notes and bills payable	6(35)		40,807,726		39,514,147
Decrease in short-term notes and bills payable	6(35)	(	41,421,645 )	(	38,915,750 )
Increase in guarantee deposits received			247,092		9,118
Decrease in guarantee deposits received		(	156,947 )	(	8,571 )
Issuance of preference stock	6(21)		-		9,994,638
Cash dividends paid	6(23)	(	4,144,804 )	(	4,533,453 )
Change in non-controlling interests		(	31,422 )	(	22,000 )
Net cash (used in) provided by financing activities		(	2,754,086 )		16,251,495
Effect of exchange rate changes on cash and cash equivalents		(	4,948,696 )	(	2,629,587 )
Net increase in cash and cash equivalents			1,027,438		2,875,694
Cash and cash equivalents at beginning of year			9,992,582		7,116,888
Cash and cash equivalents at end of year		$	11,020,020	$	9,992,582

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

• 41 -

WPG HOLDINGS LIMITED

Comparison Table for Amendments to the Rules for Election of Directors

Original Article	Amended Article	Explanation
Article 2 Election of directors of the Company shall be held at the shareholders’ meeting. TheCompanyshall prepare ballots and note the number of voting rights. The names of voters may be represented by shareholders’ numbers. Electronic voting records are regarded as the check result of ballots.	Article 2 Election of directors of the Company shall be held at the shareholders’ meeting. Theperson with the right to convene shareholders’meetingshall prepare ballots and note the number of voting rights. The names of voters may be represented by shareholders’ numbers. Electronic voting records are regarded as the check result of ballotswhen shareholders exercise voting rights by means of electronic transmission.	Modification in accordance with Taiwan Stock Exchange No. 10900094681 dated June 3, 2020.
Article 6 If a candidate is a shareholder, the voter shall enter the candidate's account name and shareholder account number in the "candidate"column of the ballot; for a non-shareholder, the voter shall enter the	Article 6 (deleted)	Modification in accordance with Securities and Future Bureau’s No. 1080311451 dated April 25, 2019 and Taiwan Stock Exchange No. 10900094681 dated June 3, 2020.
candidate's full name and identity card number. However, when the candidate is
a government organization or corporate shareholder, the name of the government
organization or corporate shareholder shall be entered in the column for the candidate's account name on the ballot, or
both the name of the government organization or corporate shareholder and
the name of its representative may be entered. When there are multiple representatives, the names of each representative shall be entered. When the shareholder fills in the name, account number and identification

• 42 -

Original Article	Amended Article	Explanation
number of the candidate in the preceding
paragraph, stamping can be valid.
Article 7 A ballot is invalid under any of the following circumstances: (I) Ballots not placed in the ballot box. (II) Ballots not prepared by the Company. (III) A blank ballot is placed in the ballot box. (IV) The writing is unclear and indecipherable or has been altered. (V) The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder	Article 7 A ballot is invalid under any of the following circumstances: (I) Ballots not placed in the ballot box. (II) Ballots not prepared by the Company. (III) A blank ballot is placed in the ballot box. (IV) The writing is unclear and indecipherable or has been altered. (V)The candidateis verified to be inconsistent with the list of director candidates. (VI)Other words or marks are entered in addition to the candidate's account name and the number of voting rights allotted. (VII)Thereare two ormore thantwo candidatesin a ballot.	Modification in accordance with Taiwan Stock Exchange No. 10900094681 dated June 3, 2020.
account number do not conform to those given in the shareholder register. (VI)The candidatewhose name is entered in the ballot is a non-shareholder,
and a cross-check shows that the candidate's name and identity card number do not match. (VII) Other words or marks are entered in addition to the candidate's account name or shareholder account number (or identity card number) and the number of voting rights allotted. (VIII) The name of the candidate entered
in the ballot is identical to that of another
shareholder, but no shareholder account number or identity card number is provided in the ballot to identify such an
individual. (IX)Thereismore thanonecandidate in a ballot.
Article 8 Those receiving ballots representing the highest numbers of votingrights will be	Article 8 Those receiving ballots representing the highest numbers of votingrights will be	Revised the words

• 43 -

Original Article	Amended Article	Explanation
elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes,thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chairman drawing lots on behalf of any person not in attendance.	elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of voting rights,thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chairman drawing lots on behalf of any person not in attendance.

• 44 -

WPG HOLDINGS LIMITED

Comparison Table for Amendments to Rules of Procedures for

Shareholders' Meetings

Original Article	Amended Article	Explanation
Article 7 We shall record with an audio or video tape the whole proceedings of the shareholders’ meeting,and such video tapes or audio tapes shall be kept for at least 1 year.	Article 7 We shall record with anuninterrupted audio or video tape the whole proceedings of the shareholders’ meeting,which beginning from the time we accept shareholder attendance, the proceedings of the shareholders meeting,	Modification in accordance with Taiwan Stock Exchange No. 1100001446 dated January 28, 2021.
	and the voting and vote counting procedures. Such video tapes or audio tapes shall be kept for at least 1 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.
Article 8 When it is time to convene a shareholders' meeting, the Chairman shall immediately convene the meeting. If the attending shareholders do not represent a majority of the total amount of issued shares, the Chairman may postpone the meeting. However, the postponement of such meeting shall be limited to two times, and the total time postponed shall not exceed 1 hour. If the meeting has been postponed for two times, but the attending shareholders still do not represent a majority of the total amount of issued shares, a tentative resolution maybe adopted in accordance	Article 8 When it is time to convene a shareholders' meeting, the Chairman shall immediately convene the meeting and also announce the number of shares	Modification in accordance with Taiwan Stock Exchange No. 1100001446 dated January 28, 2021.
	without voting rights and the number of
	shares in attendance and other information.If the attending shareholders do not represent a majority of the total amount of issued shares, the Chairman may postpone the meeting. However, the postponement of such meeting shall be limited to two times, and the total time postponed shall not exceed 1 hour. If the meeting has been postponed for two times,but the

• 45 -

Original Article	Amended Article	Explanation
with Paragraph 1 of Article 175 of Company Act by shareholders representing one-third of the total amount of issued shares. By the end of such meetings if the attending shareholders represent a majority of the total amount of issued shares, the Chairman may submit the tentative resolution to the meeting for approval in accordance with the provisions of Article 174 of the Company Act.	attending shareholders still do not represent a majority of the total amount of issued shares, a tentative resolution may be adopted in accordance with Paragraph 1 of Article 175 of Company Act by shareholders representing one- third of the total amount of issued shares. By the end of such meetings if the attending shareholders represent a majority of the total amount of issued shares, the Chairman may submit the tentative resolution to the meeting for approval in accordance with the provisions of Article 174 of the CompanyAct.
Article 9 If a shareholders' meeting is called by the Board of Directors, the agenda of the meeting shall be formulated by the Board of Directors, and the meeting shall be conducted based on the agenda. The agenda shall not be changed without a resolution made by the shareholders' meeting. If a shareholders' meeting shall be called by any person other than the Board of Directors, the preceding provisions shall apply mutatis mutandis to such meeting. The Chairman shall not adjourn a meeting without resolution adopted by shareholders if the motions (including extraordinary motions) covered in the agenda as arranged in the above two Paragraphs shall not have been resolved. By the end of such meeting, shareholders	Article 9 If a shareholders' meeting is called by the Board of Directors, the agenda of the meeting shall be formulated by the Board of Directors,votes shall be cast on each separate proposal in the agenda,and the meeting shall be conducted based on the agenda. The agenda shall not be changed without a resolution made by the shareholders' meeting. If a shareholders' meeting shall be called by any person other than the Board of Directors, the preceding provisions shall apply mutatis mutandis to such meeting. The Chairman shall not adjourn a meeting without resolution adopted by shareholders if the motions (including extraordinary motions) covered in the agenda as arranged in the above two Paragraphs shall not have been resolved. Provided where the Chairman closes the meetingin breach of the Rules,the	Modification in accordance with Taiwan Stock Exchange No. 1100001446 dated January 28, 2021.
shall not elect another Chairman to hold
another meeting at the same place or at

• 46 -

Original Article	Amended Article	Explanation
any other place.Provided where the Chairman closes the meeting in breach of the Rules, the attending shareholders might elect, by more than half of the voting rights, another person to serve as the Chairman and continue the meeting.	attending shareholders might elect, by more than half of the voting rights, another person to serve as the Chairman and continue the meeting.
Article 11 A shareholder shall not speak more than two times for one motion, unless he has obtained the prior consent from the Chairman, and each speech shall not exceed 5 minutes. If a shareholder violates theaboveprovisions or his or her speech exceeds the scope of the motion, the Chairman may prevent him/her from doingso.	Article 11 A shareholder shall not speak more than two times for one motion, unless he has obtained the prior consent from the Chairman, and each speech shall not exceed 5 minutes. If a shareholder violates the provisions or his or her speech exceeds the scope of the motion, the Chairman may prevent him/her from doingso.	Redundant words are deleted.
Article 14 When the Chairman considers that the discussion for a motion has reached the extent for making a resolution, he may announce discontinuance of the discussionand submit the motion for resolution.	Article 14 When the Chairman considers that the discussion for a motion has reached the extent for making a resolution, he may announce discontinuance of the discussion, submit the motion for resolution,and schedule sufficient time for voting.	Modification in accordance with Taiwan Stock Exchange No. 1100001446 dated January 28, 2021.
Article 17 Unless otherwise specifically provided in Company Act or the Company's Articles of Incorporation, resolutions shall be adopted by a majority vote at a meeting attended by the shareholders.When a motion is to be voted for, it shall be deemed adopted if the Chairman consults	Article 17 Unless otherwise specifically provided in Company Act or the Company's Articles of Incorporation, resolutions shall be adopted by a majority vote at a meeting attended by the shareholders.	Modification in accordance with Taiwan Stock Exchange No. 1100001446 dated January 28, 2021.
all shareholders and none of them voice
the objection, and its effect shall be the same as a motion adopted by ballots.
Article 23 The Rules were formulated on June 14,	Article 23 The Rules were formulated on June 14,	Add the modification date.

• 47 -

Original Article	Amended Article	Explanation
2005. The first amendment was made on June 25, 2008. The second amendment was made on June 22, 2012.	2005. The first amendment was made on June 25, 2008. The second amendment was made on June 22, 2012. The third amendment was made on August 3, 2021.

• 48 -

List of Independent Director Candidates

Nominee Name	Education Background	Experience and Current Position
Kathy Yang	Bachelor's degree in Department of Business Administration from National ChengChi University Master degree in Master of Business Administration from Kansas State University, USADegree in Business Administration Executive Program from National ChengChi University	Independent Director of Sinopower Semiconductor Inc. (2020-present) Director of CDIB & Partners Investment Holding Corporation (Corporate Representative) (2019-present) Executive Vice President and head of Venture and Industrial Investment Department of CDIB Capital Group (1999-2020) General Manager of CDIB Capital Management (2003-2020) General Manager of CDIB Venture Capital Corporation (2004-2020)

• 49 -