WPG - AGM Information 2022 | FinancialReports.eu

WPG HOLDINGS LIMITED

2022 ANNUAL SHAREHOLDERS’ MEETING

MEETING AGENDA

(Translation)

May 26, 2022

Note to Readers：

If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language version shall prevail.

WPG HOLDINGS LIMITED

2022 ANNUAL SHAREHOLDERS’ MEETING

I.	Meeting Procedure..................................................................................................................... 1
II.	Meeting Agenda.......................................................................................................................... 2
	1. Report Items ........................................................................................................................... 3
	2. Proposed Resolutions ............................................................................................................. 3
	3. Discussion Matters ................................................................................................................. 6
	4. Other Business and Special Motions ..................................................................................... 7
III.	Attachment
	1. Business Report ..................................................................................................................... 8
	2.1. Audit Committee’s Review Report (Business Report and Financial Statements) .............. 11
	2.2. Audit Committee’s Review Report (Proposal for allocation of profits) ............................. 12
	3. Directors' Remuneration ...................................................................................................... 13
	4. Independent Auditors’ Report and 2021 Parent Company Only Financial Statements ...... 15
	5. Independent Auditors’ Report and 2021 Consolidated Financial Statements ..................... 28
	6. Comparison Table for Amendments to the Articles of Incorporation ................................. 42
	7. Comparison Table for Amendments to Rules of Procedures for Shareholders' Meetings .. 46
	8. Comparison Table for Amendments to the Procedure for Acquisition or
	Disposal of Assets ............................................................................................................... 50
IV.	Appendix
	1. Rules and Procedures for Shareholders' Meetings .............................................................. 53
	2. Articles of Incorporation ..................................................................................................... 57
	3. Procedure for Acquisition or Disposal of Assets ................................................................ 68
	4. Shareholding of All Directors ............................................................................................. 77

I. Meeting Procedure

WPG HOLDINGS LIMITED

Meeting Procedure for 2022 Annual Shareholders' Meeting

(1) Call Meeting to Order
(2) Chairman Remarks
(3) Report Items
(4) Proposed Resolutions
(5) Discussion Matters
(6) Other Business and Special Motions
(7) Meeting Adjourned
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II.Meeting Agenda

WPG HOLDINGS LIMITED

2022 Annual Shareholders' Meeting Agenda

Time: 9:00 a.m., May 26, 2022 (Thursday)

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

(If a change in meeting venue is warranted due to COVID-19 epidemic prevention reasons, we will make the related public announcements on WPG’s website and Market Observation Post System.)

Chairman: Simon Huang, Chairman of the Board of Directors

Report on the Number of Shares Present and Call Meeting to Order
Chairman Remarks
Report Items
(1) To report the business of 2021
(2) Audit Committee’s Review Report
(3) To report 2021 employees' and directors' compensation
Proposed Resolutions
(1) To accept 2021 Business Report and Financial Statements
(2) To approve 2021 profit distribution proposal
Discussion Matters
(1) To amend the Articles of Incorporation
(2) To amend the Rules of Procedures for Shareholders' Meetings
(3) To amend the Procedure for Acquisition or Disposal of Assets
Other Business and Special Motions
Meeting Adjourned
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Report Items

1. To report the business of 2021

Explanatory Notes: 2021 Business Report. Please refer to Attachment 1 on page 8-10 of this Handbook.

2. Audit Committee’s Review Report

Explanatory Notes: Audit Committee’s Review Report. Please refer to Attachment 2-1 and Attachment 2-2 on page 11-12 of this Handbook.

3. To report 2021 employees' and directors' compensation

Explanatory Notes:

(1) To be conducted in accordance with the regulations stipulated in Article 31 of the Articles of Incorporation.
(2) The Board of Directors approved 2021 employees' and directors' compensation on March 22, 2022.
(3) 2021 employees' compensation is NT$78,529,200, and 2021 Directors' compensation is NT$49,256,110, totaling NT$127,785,310 to be distributed in cash. Directors' Remuneration including remuneration policy, standard and package, the procedure for determination, and linkage thereof to operating performance, please refer to Attachment 3 on page 13 of this Handbook.

Proposed Resolutions

1. To accept 2021 Business Report and Financial Statements (including Parent Company Only and Consolidated Financial Statements)

(Proposed by the Board of Directors)

Explanatory Notes:

(1) The Company's 2021 Financial Statements, including Parent Company Only and Consolidated Financial Statements, were audited by independent auditors, Mr. ChunYao Lin and Mr. Chien-Hung Chou of PricewaterhouseCoopers, Taiwan.
(2) See Attachment 1 on page 8-10 and Attachments 4 and 5 on page 15-41 for the Company's 2021 Business Report, Independent Auditors’ Report, and the aforementioned Financial Statements.
(3) Please accept the aforementioned Business Report and Financial Statements.

Resolution:

2. To approve 2021 profits distribution proposal

(Proposed by the Board of Directors)

Explanatory Notes:

(1) The Board has proposed 2021 Profit Distribution in accordance with Article 31 of the Articles of Incorporation. Please refer to the 2021 PROFIT DISTRIBUTION TABLE below.

WPG HOLDINGS LIMITED 2021 PROFIT DISTRIBUTION TABLE Beginning retained earnings Plus: 2021 net profit after tax Less: Remeasurements of defined benefit plans Plus: Adjustment arising from investments accounted for using e quity method Plus: Disposal of investments in equity instruments measured at f air value through other comprehensive income Current After-Tax Net profit plus other profit items included in u ndistributed earnings in the current year Less: Legal reserve (Note 1) Less: Amount appropriated as special reserve Accumulated retained earnings available for distribution	Unit: NT$ 4,741,904,328 11,496,933,121 (127,980,792) 194,560,616 189,115,791
	11,752,628,736 (1,175,262,874) (1,093,310,953)
	14,225,959,237
Distribution items: Dividends to preferred shares A (Note 2) Cash dividends to common shareholders NT$3.5 per share Unappropriated retained earnings at the end of the period	(400,000,000) (5,876,698,916) 7,949,260,321

Note 1: NT$11,752,628,736*10% = NT$1,175,262,874 元

Note 2: 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 3: This year’s earnings assignment sequence is based on the calculation in Article 66-9 of the Income Tax Act. Thus, the 2021 earnings will be assigned first.

(2) From the Company’s accumulated retained earnings available for distribution in 2021, NT$400,000,000 is proposed to be distributed as dividend for preferred shares A, and NT$5,876,698,916 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
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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.
(4) Please approve the proposal of 2021 Profits Distribution.

Resolution:

Discussion Matters

1. To amend the Articles of Incorporation.

(Proposed by the Board of Directors)

Explanatory Notes:

(1) To amend the Articles of Incorporation to comply with regulations and actual needs. For the comparison table, please refer to Attachment 6 on page 42-45 of this Handbook.
(2) Please discuss the amendment to the Articles of Incorporation.

Resolution:

2. To amend the Rules of Procedures for Shareholders' Meetings. (Proposed by the Board of Directors)

Explanatory Notes:

(1) To amend the Rules of Procedures for Shareholders' Meetings to comply with regulations and actual needs. For the comparison table, please refer to Attachment 7 on page 46-49 of this Handbook.
(2) Please discuss the amendment to the Rules of Procedures for Shareholders' Meetings.

Resolution:

3. To amend the Procedure for Acquisition or Disposal of Assets. (Proposed by the Board of Directors)

Explanatory Notes:

(1) To amend the Procedure for Acquisition or Disposal of Assets to comply with regulations and actual needs. For the comparison table, please refer to Attachment 8 on page 50-52 of this Handbook.
(2) Please discuss the amendment to the Procedure for Acquisition or Disposal of Assets.

Resolution:

Other Business and Special Motions

Meeting Adjourned

III.Attachment

Business Report

WPG has long been devoted in the Asia-Pacific market. Through continuous focus on both global and local operation, combined with accurate product distribution, enhancement of employee productivity, and constant expansion of the operation dimension, we continue to promote the shared values of “Teamwork, Integrity, Professionalism and Effectiveness” with the vision of “the First Choice of Industry • the Benchmark of Distribution”, and has been awarded the “Outstanding International Branded Distributors” for 21 consecutive years. The value-added services provided by our company in the semiconductor supply chain are well recognized. 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. 2021 Review

WPG’s consolidated revenue in 2021 reached NT$778.573 billion (US$27.808 billion), net profit after tax reached NT$11.497 million. Basic earnings per share (EPS) were NT$6.61. All three of the above hit record-high. Key performance indicators Return on Working Capital (ROWC) and Return on Equity (ROE) were 9.54% and 16.92%, respectively.

WPG values sustainable development and actively responds to the Sustainable Development Goals adopted by the United Nations to fulfill various commitments to stakeholders. To strengthen sustainable development practices, "ESG Office" was newly established. The desginated unit directly reports to the Chief Sustainability Officer, and manages sustainability related affairs, focusing on five aspects including corporate governance, environmental sustainability, human capital development, social participation, and sustainable supply chain. In 2021, WPG won the "Taiwan Sustainable Corporation Outstanding Award" in the category of comprehensive performance, and " Corporate Sustainability Report - Service Industry Gold Award" from Taiwan Corporate Sustainability Awards.

Environmental aspect: WPG took the lead among global semiconductor component distributors and pledged to achieve Net Zero Emissions by 2050 and Net Zero in own operations including office buildings and warehouses by 2030. WPG actively builds smart warehouses as well to considerably increase operational efficiency.
Social aspect: Employee Stock Ownership Trust (ESOT) was officially launched in 2021.
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In addition to raising benefits for employee and striving to retain talents, it also integrates employees’ performance with shareholders' interests.

Governance aspect: A female independent director was by-elected in 2021 AGM, strengthening board diversity; ISO27001 information security management certified; business ethics was promoted and ethics training was conducted for all employees.

2. 2022 Outlook

Through 2022, 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, WPG established WPGDADAWANT and Business Process as a Service (BPaaS), creating a digital empowerment matrix to systematize and visualize the platform usage status of
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existing customers in the cloud, allowing the management team, front-line sales staff and system development team to track, evaluate and plan project operations with real-time data.

Smart logistics and warehousing: Logistics management continues to elevate service quality by adhering to customer-oriented concept. Through constructing information platform that integrates internal and external information, WPG expects to shape a collaborative ecosystem with our partners, and enormously enhance operational efficiency with smart transportation and smart distribution.
Sustainable development: The focus includes planning carbon reduction paths, strenuously cooperating with upstream and downstream partners in environmental strategies, promoting business ethics, implementing risk management, strengthening human capital, and enhancing information transparency to achieve the goal of top 5% of listed companies in the Corporate Governance Evaluation.

Going forward, WPG will continue to improve sustainable management and always be consistent in our business philosophy and services with the vision of “the First Choice of Industry • the Benchmark of Distribution”. By comprehensively promoting the shared values of “Teamwork, Integrity, Professionalism, and Effectiveness,” we aim to achieve a win-win situation with our customers, employees, investors, suppliers, competent authorities, communities, NGOs, and other stakeholders. Under rising challenges of emerging risks, WPG wishes to drive the sustainable development of the earth's ecology and the overall industrial chain via comprehensive design and implementation of digital transformation, and jointly develop towards the perpetual goal of “Grow Together, Strive Together and Win Together.”

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 2021 Business Report, Financial Statements. The aforementioned 2021 Business Report, Financial Statements 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 Independent Director Kathy Yang

February 28, 2022

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Audit Committee’s Review Report

The Board of Directors has prepared the proposal for allocation of profits. The aforementioned 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 Independent Director Kathy Yang

March 22, 2022

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(1) Remuneration paid to Directors and Independent Directors (excerpt from Annual Report P.22)

December 31, 2021; Unit: NT$ thousands

==> picture [764 x 388] intentionally omitted <==

----- Start of picture text -----

Director’s Remuneration (Note 1) Compensation Earned by a Director Who is an Employee of WPG or of WPG’s Consolidated Entities
(A+B+C+D) as a % Compensa
Title Name Base Compensation (A) Severance pay and Pensions (B) Compensation to Directors (C) Allowances (D) of Net Income Base Compensation, Allowances (E) Bonuses and Severance Pay and Pensions (F) Employee’s Profit Sharing Bonus (G) (A+B+C+D+E+F+G) as a % of Net Income Directors tion Paid to
from Non-
The Company All Consolidated Entities consolidat
The All The All The All The All The All The All The All Stock Stock The All ed
Company ConsolidatedEntities Company ConsolidatedEntities Company ConsolidatedEntities Company ConsolidatedEntities Company ConsolidatedEntities Company ConsolidatedEntities Company ConsolidatedEntities Cash (Fair Cash (Fair Company ConsolidatedEntities Affiliates
Market Market
Value) Value)
Simon — — — — — — —
858 1,242 400 400 7,813 7,813 0.08 0.08 16,400 19,900 400 400 0.23 0.26
Huang
K.D. Tseng 320 704 0 400 3,907 3,907 — — 0.04 0.04 10,000 16,000 0 400 — — — — 0.12 0.18 —
Mike Chang 240 240 900 900 3,907 3,907 — — 0.04 0.04 26,825 26,825 900 900 30,025 — 30,025 — 0.55 0.54 —
Frank Yeh 240 240 1,440 1,440 3,907 3,907 — — 0.05 0.05 42,000 42,000 1,440 1,440 8,000 — 8,000 — 0.50 0.49 —
T.L. Lin 320 704 — — 3,907 3,907 — — 0.04 0.04 0 0 0 0 — — — — 0.04 0.04 —
Director
K.Y. Chen 320 320 — 370 3,907 3,907 — — 0.04 0.04 10,000 15,400 0 370 — — — — 0.12 0.17 —
Fullerton — — — — — — — —
Technology — — — — 3,907 3,907 0.03 0.03 — 0 0 0.03 0.03
Co., Ltd.
—
Representativ
e: Richard 240 240 — — — — — — — — — — — — — — — — — —
Wu
Jack J.T. — — — — — — — — — — — — —
1,260 1,260 5,314 5,314 0.06 0.06 0.06 0.06
Huang
Charles Chen 1,040 1,040 — — 5,314 5,314 — — 0.06 0.06 — — — — — — — — 0.06 0.05 —
Independe
nt Director Weiru Chen — — — — — — — — — — — — —
n 540 540 5,314 5,314 0.05 0.05 0.05 0.05
— — — — — — — — — — — — —
Kathy Yang 199 199 2,059 2,059 0.02 0.02 0.02 0.02
( Note 2)
Note 1: Resolved by the Company's Board of Directors on March 22 [nd] , 2022
Note 2: Ms. Kathy Yang was by-elected at the general shareholders' meeting on August 3 [rd] , 2021.
1. Please describe the remuneration policy, system, standard, and structure of Independent Directors, and as attested by the responsibilities, risks, investment time, and other factors to describe the relation with the amount of remuneration paid: the Independent
Directors of the Company are ex officio members of the audit committee, as claimed by the remuneration payment standard for directors decided by the Board of Directors of the Company. In addition to receiving fixed remuneration as a director, the convener of
the Audit Committee receives a fixed monthly remuneration, the audit members receive attendance fees as stated by the number of meetings; based on the performance evaluation method of the Board of Directors, the Audit Committee receives committee
performance remuneration as reported by the annual performance evaluation results; if the Company has a surplus at the end of the year, the director's remuneration is paid on the basis of the Company's operating performance, considering the time invested by the
Independent Directors and their responsibilities, the amount to be released shall be decided by the Board of Directors.
2. Besides the disclosure in the above table, remuneration received by the Directors of the Company in the most recent year for providing services (such as serving as a consultant for the parent company / all companies listed in the financial report / non-employees of
the investments in other companies, etc.): None.
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(2) Remuneration policy, standard and package, the procedure for determination, and linkage thereof to operating performance (excerpt from Annual Report P.25-27)
i. The rules governing the remunerations paid to Directors and Supervisors are as follow: In accordance with the regulations stipulated in the Articles of Incorporation of the Company, where the financial results for the fiscal year show a profit, the Company may, by a resolution adopted by the meeting of the Board of Directors, allocate no more than 3% as directors' remuneration, and report to the shareholders meeting. However, when the company still has accumulated losses, it shall reserve the compensation amount in advance.
ii. Pursuant to the Company's Articles of Incorporation, the remuneration of Directors who conduct the business of the Company shall be determined by the Board of Directors and paid based on the participation in and contribution to the Company and with reference to industry standards no matter whether the Company is in a loss or not. The Board of Directors of the Company has established Remuneration Committee that assists in the development of remuneration policies for Directors, the senior managers, and the Company as a whole. In accordance with the Company's board resolutions, Directors and committee conveners receive fixed pay every month, and committee members are offered allowance according to the attendance of meetings, with no compensation paid. If the Company has surplus earnings at the end of the year, directors’ remuneration shall be determined in consideration of the Company’s operating performance as well as directors’ participation in and contribution to the Company's operation and paid after the distribution proposal is reviewed by Remuneration Committee and resolved by the Board of Directors. Directors’ remuneration content and rationality is periodically reviewed (at least once per term) by the Remuneration Committee and resolved by the Board of Directors. Directors’ remuneration policy is reviewed in due course according to operating performance and related regulations in order to balance sustainable development and risk control.

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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, 2021 and 2020, 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, 2021 and 2020, 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 2021 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 2021 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:

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.
Evaluating the reasonableness of the estimated growth rate, gross rate, discount rate and other significant assumptions used in the valuation model, by:
(1) Comparing estimated growth rate and gross rate with historical data and our knowledge of the business and industry;
(2) Comparing discount rate assumptions with respect to cash generating units’ capital cost and similar return on assets; and
(3) Checking the setting of valuation model’s calculation formula.
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, 2021, 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 $25,979,230 thousand, $12,023,438 thousand, $7,358,195 thousand and $5,861,122 thousand, respectively, and the investment income amounted to $4,242,362 thousand, $1,271,653 thousand, $1,276,708 thousand and $1,373,132 thousand for the year then ended, respectively. As the balance of investments accounted for under equity method constituted 58% of the Company’s total assets, and investment income constituted 71% 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 summarized 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 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:

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

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

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.

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.
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:

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.
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.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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.
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.
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
20 -

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

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

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

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 February 28, 2022

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 independent auditors’ report 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.

21 -

WPG HOLDINGS LIMITED PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Assets	December 31, 2021 Amount % `$` `86,530` `-` `164,265` `-` `124` `-` `292,570` `-` `68,627` `-` `3,089` `-` `615,205` `-` `637,096` `1` `2,770,581` `3` `75,513,753` `86` `6,873,466` `8` `74,773` `-` `1,547,057` `2` `72,121` `-` `37,859` `-` `12,696` `-` `87,539,402` `100` `$` `88,154,607` `100`	December 31, 2020	December 31, 2020	December 31, 2020
	Amount `$` `86,530` `164,265` `124` `292,570` `68,627` `3,089` `615,205` `637,096` `2,770,581` `75,513,753` `6,873,466` `74,773` `1,547,057` `72,121` `37,859` `12,696` `87,539,402` `$` `88,154,607`		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`	% `-` `-` `-` `1` `-` `-`
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` Non-current 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 `1990` Other non-current assets `15XX` Total non-current assets `1XXX` Total assets		`$`
				`1`
				`1` `2` `87` `8` `-` `1` `-` `-` `-`
				`99`
		`$`		`100`

(Continued)

22 -

WPG HOLDINGS LIMITED PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

	December 31, 2021 Amount % `5,595,000` `6` `$` `1,369,303` `2` `2,785` `-` `613,094` `1` `14,019` `-` `284,434` `-` `11,781` `-` `113,711` `-` `8,004,127` `9` `9,557,496` `11` `72,513` `-` `59,891` `-` `60,651` `-` `9,750,551` `11` `17,754,678` `20` `16,790,568` `19` `2,000,000` `28,724,498` `2` `33` `7,483,640` `8` `8,832,794` `10` `16,494,533` `9,926,104) (` `19` `11) (` `70,399,929` `80` `88,154,607` `100` `$`		December 31, 2020 Amount % `4,450,000` `6` `1,199,421` `1` `1,698` `-` `421,295` `1` `7,802` `-` `343,154` `-` `12,050` `-` `95,768` `-` `6,531,188` `8` `8,929,646` `11` `78,941` `-` `10,746` `-` `84,867` `-` `9,104,200` `11` `15,635,388` `19` `16,790,568` `21` `2,000,000` `28,848,733` `2` `36` `6,667,417` `8` `5,420,694` `7` `14,575,304` `8,832,794) (` `18` `11)` `65,469,922` `81` `81,105,310` `100`
`$`	Amount	`$`	Amount

23 -

WPG HOLDINGS LIMITED PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

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

8310
4000
5000
5900
7100
7010
7020
7050
7000
7900
7950
8200
8311
8316
8330
8349
8361
8380
8399
8360
8300
8500
9750
9850 - 24 -
2021
2020
Other comprehensive income that will not
Items
Notes

Amount
%

Amount
%
Operating revenues
6(17) and 7(3)
$13,000,495
100
$ 9,072,831
100
Operating costs
6(22)(23)and
7(3)
( 1,362,511)
( 10)
(
905,763)
( 10)
Gross profit
11,637,984
90
8,167,068
90
Non-operating income and expenses
Interest income
6(18)
86
-
533
-
Other income
6(19)
77,297
1
44,692
-
Other gains or losses
6(20)
(
61,473) (
1) (
19,551)
-
Financial costs
6(21)
(
174,825)
( 1) (
111,124)
( 1)
Total non-operating income and expenses
(
158,915)
( 1) (
85,450)
( 1)
Income before income tax
11,479,069
89
8,081,618
89
Income tax benefit
6(24)
17,864
-
41,737
1
Profit for the year
$11,496,933
89
$ 8,123,355
90
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
Unrealized gains from investments in equity
instruments measured at fair value through
6(12)
($
16,144)
- ($
3,914)
-
other comprehensive income
6(3)(16)
Share of other comprehensive income of
1,059,263
8
56,066
-
subsidiaries, associates and joint ventures
accounted for under equity method
Income tax related to components of other
619,853
5
1,816,133
20
comprehensive income that will not be
reclassified to profit or loss
6(24)
3,229
-
783
-
be reclassified to profit or loss
1,666,201
13
1,869,068
20
Components of other comprehensive income
(loss) that will be reclassified to profit or loss
Exchange differences on translation of foreign
financial statements
Share of other comprehensive loss of
6(16)
(
129,471) (
1) (
74,489) (
1)
subsidiaries, associates and joint ventures
accounted for under equity method
6(16)
( 2,573,198) ( 20) ( 5,203,124) ( 57)
Income tax related to components of other
comprehensive income that will be
reclassified to profit or loss
6(24)
4,293
-
5,142
-
Other comprehensive loss that will be
reclassified to profit or loss
( 2,698,376)
( 21)
( 5,272,471)
( 58)
Other comprehensive loss, net
($ 1,032,175)
( 8)
($ 3,403,403)
( 38)
Total comprehensive income
$10,464,758
81
$ 4,719,952
52
Earnings per share (in dollars)
Basic earnings per share
6(25)
$
6.61
$
4.77
Diluted earnings per share
6(25)
$
6.60
$
4.77

WPG HOLDINGS LIMITED PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Capital Retained Earnings Unappropriated Notes Common stock Preference stock Capital reserve Legal reserve Special reserve earnings 2020 Balance at January 1, 2020 Net income Other comprehensive income (loss) Total comprehensive income (loss) `-` `-` `-` `-` `-` `8,132,052` Appropriations and distribution of 2019 ventures accounted for under equity method Balance at December 31, 2020 2021 Balance at January 1, 2021 Net income Other comprehensive income (loss) Total comprehensive income (loss) retained earnings `6(15)` `)` equity instruments designated at fair value through other comprehensive income `-` `-` `-` `-` `-` `189,116` Changes in equity of associates and joint ventures accounted for under equity method Difference between consideration and carrying amount of subsidiaries acquired or disposed Changes in ownership interests in subsidiaries Balance at December 31, 2021 `6(14)` `-` `-` `(` `137,660 )` `-` `-` `208,723` `)` `$ 16,790,568` `$ 2,000,000` `$ 27,456,298` `$ 6,021,073` `$ 2,602,682` `$ 14,022,230` `-` `-` `-` `-` `-` `8,123,355` `-` `-` `-` `-` `-` `8,697` retained earnings Legal reserve `-` `-` `-` `646,344` `-` `(` `646,344 )` Special reserve `-` `-` `-` `-` `2,818,012` `(` `2,818,012 )` Cash dividends for common stock `-` `-` `-` `-` `-` `(` `4,029,736 )` Cash dividends for preference stock `-` `-` `-` `-` `-` `(` `115,068 )` Changes in equity of associates and joint`6(14)` Appropriations and distribution of 2020`6(15)` Legal reserve `-` `-` `-` `816,223` `-` `(` `816,223 )` Special reserve `-` `-` `-` `-` `3,412,100` `(` `3,412,100 )` Cash dividends for common stock `-` `-` `-` `-` `-` `(` `5,205,076 )` Cash dividends for preference stock `-` `-` `-` `-` `-` `(` `400,000 )` Subsidiaries’ disposal of investments in `-` `-` `-` `-` `-` `(` `14,163` `6(14)` `-` `-` `13,425` `-` `-` ~~`-`~~ `$ 16,790,568` `$ 2,000,000` `$ 28,724,498` `$ 7,483,640` `$ 8,832,794` `$ 16,494,533` `-` `-` `-` `-` `-` `11,496,933` `-` `-` `-` `-` `-` `(` `127,981` `-` `-` `-` `-` `-` `11,368,952` `-` `-` `1,392,435` `-` `-` `30,182` `$ 16,790,568` `$ 2,000,000` `$ 28,848,733` `$ 6,667,417` `$ 5,420,694` `$ 14,575,304` `$ 16,790,568` `$ 2,000,000` `$ 28,848,733` `$ 6,667,417` `$ 5,420,694` `$ 14,575,304`	Capital	Capital reserve	Legal reserve		Retained Earnings	Retained Earnings		Other Equity Interest	Other Equity Interest	Total equity `$` `63,472,157` `8,123,355` `(` `3,403,403)` `4,719,952` `-` `-` `4,029,736 )` `115,068 )` `11,496,933` `)` `-` `71,063` `(` `14,163 )` `13,425` `$ 70,399,929` `(` `(` `(` `1,032,175` `10,464,758` `-` `-` `(` `5,205,076 )` `(` `400,000 )` `1,422,617` `$ 65,469,922` `$ 65,469,922`
					Special reserve		Unappropriated earnings	Exchange differences of foreign financial statements	Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income
						`-` `8,132,052` `)` `-` `189,116` `-` `208,723` `)` `$ 2,602,682` `$ 14,022,230` `-` `8,123,355` `-` `8,697` `-` `(` `646,344 )` `2,818,012` `(` `2,818,012 )` `-` `(` `4,029,736 )` `-` `(` `115,068 )` `-` `(` `816,223 )` `3,412,100` `(` `3,412,100 )` `-` `(` `5,205,076 )` `-` `(` `400,000 )` `-` `(` `14,163` `-` ~~`-`~~ `$ 8,832,794` `$ 16,494,533` `-` `11,496,933` `-` `(` `127,981` `-` `11,368,952` `-` `30,182` `$ 5,420,694` `$ 14,575,304` `$ 5,420,694` `$ 14,575,304`		`)` `)` `(` `5,272,471 )` `-` `-` `-` `-` `-` `($ 13,385,541 )` `($` `5,414,694` `-` `(` `5,272,471` `-` `-` `-` `-` `(` `2,698,376 )` `(` `2,698,376 )` `-` `-` `-` `-` `-` `($10,687,165 )` `($10,687,165 )`

The accompanying notes are an integral part of these parent company only financial statements. - 25 -

WPG HOLDINGS LIMITED

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Cash flows from operating activities
Income before income tax
Adjustments
Income and expenses
Depreciation
Amortization
Loss (gain) on financial assets at fair value through
profit or loss
Interest expense
Interest income
Dividend income
Loss on disposal of investment
Share of profit of subsidiaries, associates and joint
ventures accounted for under the equity method
Loss on disposal of property, plant and equipment
Gain on lease modification
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
2021
2020
$
11,479,069
$
8,081,618
6(22)
173,589
43,808
6(22)
57,913
50,610
6(20)
36,834
(
6,856 )
6(21)
174,825
111,124
6(18)
(
86 ) (
533 )
6(19)
(
51,101 ) (
22,021 )
6(20)
11,290
17,447
6(17)
(
11,526,074 ) (
8,049,744 )
6(20)
28
-
6(20)
(
21 )
-
(
41,096 ) (
18,147 )
(
68 )
-
(
608 )
1,839
(
12,379 ) (
92,709 )
56,979
(
59,531 )
1,087
95
194,198
61,832
6,217
(
1,000 )
3,705
246
2,016
652
566,317
118,730
(
163,700 ) (
109,480 )
(
3,659 ) (
187,842 )
86
533
5,036,864
4,696,648
5,435,908
4,518,589

(Continued)

26 -

WPG HOLDINGS LIMITED PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

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

2021
2020
( $
117,237 ) ( $
1,538,015 )
(
125,311 ) (
26,910 )
62,296
17,466
7(3)
(
512,373 ) (
1,600,000 )
6(26)
(
117,364 ) (
5,440,649 )
-
41
-
(
2,651 )
6(26)
(
70,192 ) (
65,101 )
6,362
-
6(26)
(
848,539 )
-
(
1,722,358 ) (
8,655,819 )
6(27)
(
19,049 ) (
8,257 )
6(27)
38,165,100
28,440,000
6(27)
(
37,020,100 ) (
31,190,000 )
6(27)
7,560,579
5,850,000
6(27)
(
7,390,697 ) (
5,649,566 )
6(27)
1,136,244
9,025,620
6(27)
(
494,156 ) (
5,116 )
-
1,200
(
300 )
-
(
-
125,000 )
6(15)
(
5,605,076 ) (
4,144,804 )
(
3,667,455 )
2,194,077
46,095
(
1,943,153 )
40,435
1,983,588
$
86,530
$
40,435

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, 2021 and 2020, 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, 2021 and 2020, 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 Accountants 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 2021 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

28 -

Key audit matters for the Group’s 2021 consolidated financial statements 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:

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.
Evaluating the reasonableness of the estimated growth rate, gross rate, discount rate and other significant assumptions used in the valuation model, by:
(1) Comparing estimated growth rate and gross rate with historical data and our knowledge of the business and industry;
(2) Comparing discount rate assumptions with respect to cash generating units’ capital cost and similar return on assets; and
(3) Checking the setting of valuation model’s calculation formula.
Comparing the recoverable value and book value of each cash-generating unit.
29 -

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)(14) 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:

Obtaining an understanding of, and evaluating the formal approval process for the customer’s credit limit application.
Checking the provision policy on allowance for uncollectible accounts, and assessing the reasonableness of provision policy.
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.
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.
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

30 -

the amount with the 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 argument, 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:

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.
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.
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, 2021 and 2020.

31 -

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.

32 -

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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.
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.
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.
33 -

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 February 28, 2022

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 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 independent auditors’ audit report 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, 2021 AND 2020

(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)	December 31, 2021 Amount % $ 14,407,940 5 8,396 - 220,199 - 2,741,202 1 131,368,328 46 282,617 - 7,174,281 2 3,691 - 14,366 - 86,214,706 30 2,477,747 1 1,535,588 - 246,449,061 85 1,920,100 1 3,321,562 1 1,438,233 - 13,453,324 5 11,911,715 4 1,544,289 1 1,579,944 1 5,220,647 2 631,086 - - - 268,663 - 41,289,563 15 $ 287,738,624 100	December 31, 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
		Amount $ 14,407,940 8,396 220,199 2,741,202 131,368,328 282,617 7,174,281 3,691 14,366 86,214,706 2,477,747 1,535,588 246,449,061 1,920,100 3,321,562 1,438,233 13,453,324 11,911,715 1,544,289 1,579,944 5,220,647 631,086 - 268,663 41,289,563 $ 287,738,624	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
Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1136 Financial assets at amortized cost - current 1150 Notes receivable, net 1170 Accounts receivable, net 1180 Accounts receivable - related parties, net 1200 Other receivables 1210 Other receivables - related parties 1220 Current income tax assets 130X Inventories 1410 Prepayments 1470 Other current assets 11XX Total current assets Non-current assets 1510 Financial assets at fair value through profit or loss - 1517 non-current Financial assets at fair value through other comprehensive 1535 income - non-current Financial assets at amortized cost - non-current 1550 Investments accounted for using 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 Prepayments for investments 1990 Other non-current assets 15XX Total non-current assets 1XXX Total assets

(Continued)

35 -

WPG HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

	December 31, 2021 Amount % 82,334,562 29 $ 7,444,815 3 7,068 - 21,484 - 75,552,919 26 362,228 - 10,598,704 4 1,227,511 - 282,588 - 4,392,160 2 182,224,039 64 31,478,246 11 628,638 - 1,216,340 - 966,015 - 34,289,239 11 216,513,278 75 16,790,568 6 2,000,000 28,724,498 1 10 7,483,640 3 8,832,794 3 16,494,533 9,926,104) ( 6 4) ( 70,399,929 25 825,417 - 71,225,346 25 287,738,624 100 $		December 31, 2020 Amount % 59,040,547 25 4,941,505 2 2,737 - 50,651 - 62,835,569 27 77,023 - 8,033,574 4 790,796 - 405,282 - 10,478,634 5 146,656,318 63 18,643,237 8 495,971 - 1,289,826 1 888,743 - 21,317,777 9 167,974,095 72 16,790,568 7 2,000,000 28,848,733 1 13 6,667,417 3 5,420,694 2 14,575,304 8,832,794) ( 6 4) 65,469,922 28 533,096 - 66,003,018 28 233,977,113 100	December 31, 2020 Amount % 59,040,547 25 4,941,505 2 2,737 - 50,651 - 62,835,569 27 77,023 - 8,033,574 4 790,796 - 405,282 - 10,478,634 5 146,656,318 63 18,643,237 8 495,971 - 1,289,826 1 888,743 - 21,317,777 9 167,974,095 72 16,790,568 7 2,000,000 28,848,733 1 13 6,667,417 3 5,420,694 2 14,575,304 8,832,794) ( 6 4) 65,469,922 28 533,096 - 66,003,018 28 233,977,113 100
$	Amount	$	Amount

				28 -
				28
				100

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, 2021 AND 2020

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

				Years	Years	ended	ended	December 31,	December 31,	December 31,
				2021						2020
	Items	Notes		Amount	%					Amount		%
4000	Operating revenues	6(25) and 7(3)	$	778,572,715		100			$	609,885,871		100
5000	Operating costs	6(8) and 7(3)	(	748,871,952)	(		96)	(		586,835,742)	(		97)
5950	Gross profit			29,700,763			4			23,050,129			3
	Operating expenses	6(30)(31) and
		7(3)
6100	Selling and marketing expenses		(	10,758,599)	(		1)	(		9,089,289)	(		1)
6200	General and administrative expenses		(	5,124,185)	(		1)	(		3,933,753)	(		1)
6450	Expected credit impairment (loss) gain		(	14,423)			-			22,781			-
6000	Total operating expenses		(	15,897,207)	(		2)	(		13,000,261)	(		2)
6900	Operating profit			13,803,556			2	10,049,868					1
	Non-operating income and expenses
7100	Interest income	6(26)		29,715			-			36,861			-
7010	Other income	6(27)		370,556			-			254,304			-
7020	Other gains or losses	6(28)		233,782			-			610,895			-
7050	Financial costs	6(29)	(	2,082,342)			-	(		1,926,036)			-
7060	Share of profit of associates and joint
	ventures accounted for using the equity
	method			1,819,833			-			861,661			-
7000	Total non-operating income and
	expenses			371,544			-	(		162,315)			-
7900	Income before income tax			14,175,100			2			9,887,553			1
7950	Income tax expense	6(32)	(	2,527,390)			-	(		1,687,049)			-
8200	Consolidated net income		$	11,647,710			2	$		8,200,504			1

(Continued)

37 -

WPG HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2021 AND 2020

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

				Years	ended	ended	December 31,	December 31,
				2021				2020
	Items	Notes		Amount	%			Amount	%
	Other comprehensive income / (loss), net
	Components of other comprehensive
	income (loss) that will not be
	reclassified to profit or loss
8311	(Loss) gain on remeasurement of defined
	benefit plan	6(19)	($	160,039)		-	$	8,110		-
8316	Unrealized gains from investments in
	equity instruments measured at fair
	value through other comprehensive
	income	6(3)(24)		1,303,437		-		100,184		-
8320	Share of other comprehensive income of
	subsidiaries, associates and joint
	ventures accounted for using equity
	method			490,803		-		1,760,187		1
8349	Income tax related to components of
	other comprehensive income that will
	not be reclassified to profit or loss	6(32)		32,008		-	(	1,622)		-
8310	Other comprehensive income that
	will not be reclassified to profit or
	loss			1,666,209		-		1,866,859		1
	Components of other comprehensive
	income (loss) that will be reclassified
	to profit or loss
8361	Exchange differences on translation of
	foreign financial statements		(	2,448,906)		-	(	4,875,766)	(	1)
8370	Share of other comprehensive loss of
	associates and joint ventures accounted
	for using equity method	6(24)	(	239,342)		-	(	408,554)		-
8399	Income tax related to components of
	other comprehensive income that will
	be reclassified to profit or loss	6(32)		5,024	-			6,489	-
8360	Other comprehensive loss that will
	be reclassified to profit or loss		(	2,683,224)		-	(	5,277,831)	(	1)
8300	Other comprehensive loss, net		($	1,017,015)		-	($	3,410,972)		-
8500	Total comprehensive income		$	10,630,695		2	$	4,789,532		1
	Consolidated net income attributable to:
8610	Owners of the parent		$	11,496,933		2	$	8,123,355		1
8620	Non-controlling interest			150,777		-		77,149		-
			$	11,647,710		2	$	8,200,504		1
	Comprehensive income attributable to:
8710	Owners of the parent		$	10,464,758		2	$	4,719,952		1
8720	Non-controlling interest			165,937		-		69,580		-
			$	10,630,695		2	$	4,789,532		1
	Earnings per share (in dollars)	6(33)
9750	Basic earnings per share		$		6.61		$		4.77
9850	Diluted earnings per share		$		6.60		$		4.77

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, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

					Equity att	ributable to owners o	ributable to owners o	f the parent
Share Capital				Capital reserve		Retained Earnings			Other Equity Interest				Total
Common stock	P	reference 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
- - - - - - - $16,790,568 - - - - - - - - - $ 16,790,568 - - - - - $ 16,790,568 $ 16,790,568		- - - - - - - $2,000,000 - - - - - - - - - $ 2,000,000 - - - - - $2,000,000 $ 2,000,000	- - - - - - - $27,456,298 - - - - - - ( 137,660 ) 13,425 - $ 28,724,498 - - - 1,392,435 - $28,848,733 $ 28,848,733		- - 646,344 - - - - $6,021,073 - 816,223 - - - - - - - $ 7,483,640 - - - - - $6,667,417 $ 6,667,417		- 8,697 - 8,132,052 - ( 646,344 ) 2,818,012 ( 2,818,012 ) - ( 4,029,736 ) - ( 115,068 ) - ( 14,163 ) $2,602,682 $14,022,230 - 8,123,355 ) - ( 816,223 ) 3,412,100 ( 3,412,100 ) - ( 5,205,076 ) - ( 400,000 ) - 189,116 - 208,723 - - - - $ 8,832,794 $ 16,494,533 - - ( 11,496,933 127,981 - 11,368,952 - - 30,182 - $5,420,694 $14,575,304 $ 5,420,694 $ 14,575,304	$14,022,230	) ( 5,272,471) ( 5,272,471) - - - - ($5,414,694 - - -		($ 6,000 ) - 1,860,371 1,860,371 - - - - - - $ 3,459,437 1,794,182 1,794,182 - - - - ( 189,116 ) - - - - - $1,854,371 $ 1,854,371	$63,472,157 8,123,355 ( 3,403,403) 4,719,952 - - ( 4,029,736 ) ( 115,068 ) 11,496,933 - $ 70,399,929 ( 1,032,175) 10,464,758 - - ( 5,205,076 ) ( 400,000 ) - 71,063 ( 14,163 ) 13,425 1,422,617 - $65,469,922 $ 65,469,922

										- - - - - -
								$14,575,304	($10,687,165)
								$ 14,575,304	($ 10,687,165)
									- - ($ 13,385,541) ( 2,698,376) ( 2,698,376) - - - - - - - -

										- $ 13,385,541) - - - - - - - -

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, 2021 AND 2020

(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 loss (gain)
Interest expense
Net gain on financial assets or liabilities at fair value
through profit or loss
Interest income
Dividend income
Share-based payments
Other income
Share of profit of associates accounted for using equity
method
Loss on disposal of property, plant and equipment
Gain on disposal of non-current assets held for sale
(Gain) loss on lease modification
Loss on disposal of investment
Impairment loss
Loss on contract of indemnity
Changes in assets/liabilities relating to operating activities
Changes in assets relating to operating activities
Financial assets (liabilities) at fair value through
C
C
Net cash (used in) provided by operating activities
profit or loss - current
Notes receivable
Accounts receivable
Accounts receivable - related parties, net
Other receivables
Other receivables - related parties
Inventories
Prepayments
Other current assets
hanges in liabilities relating to operating activities
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Other current liabilities
Other non-current liabilities
ash inflow generated from operations
Interest paid
Income tax paid
Interest received
Dividends received

Years ended December31,
Notes
2021
2020
$ 14,175,100
$ 9,887,553
6(30)
899,364
764,940
6(13)(30)
73,717
64,419
14,423
(
22,781 )
6(29)
2,082,342
1,926,036
6(28)
(
532,742 ) (
172,962 )
6(26)
(
29,715 ) (
36,861 )
6(27)
(
98,324 ) (
45,510 )
6(20)
(
17,955
-
1,819,833 )
-
(
6,052 )
(
861,661 )
6(28)
2,173
673
6(28)
(
457,864 )
-
6(28)
(
31,709 )
300
6(28)
2,542
27,036
6(28)
422,041
-
6(28)
277,511
-

(
19,033,586)
17,824,994
224,799
412,173
469,771
(
1,233,879 )
(
23,167,159 )
2,427,602
(
104,724 ) (
79,601 )
5,755,800
(
1,505,619 )
(
2,076 ) (
407 )
(
29,115,545 )
10,619,861
150,487
(
373,899 )
(
771,430 ) (
79,613 )
(
29,167 )
16,009
12,717,350
(
752,601 )
285,205
76,370
1,876,642
2,464,236
214,691
(
1,895,933 )
(
(
120,289)(
46,414)
16,618,664 )
21,573,415
(
1,657,842 ) (
1,952,786 )
(
1,497,853 ) (
2,284,291 )
30,140
37,745
710,633
450,911

(Continued)

40 -

WPG HOLDINGS LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

			Years ended	December31,	December31,
	Notes		2021		2020
Cash flows from investing activities
Acquisition of financial assets at fair value through other
comprehensive income - non-current		( $	387,997 )	( $	1,706,254 )
Proceeds from disposal of financial assets at fair value
through other comprehensive income - non-current			232,317		-
Proceeds from capital reduction of financial assets at fair
value through other comprehensive income			-		7,079
Increase in financial assets at amortized cost - current		(	1,225,653 )	(	402,433 )
Decrease in financial assets at amortized cost - current			36,318		8,795
Acquisition of financial assets at fair value through profit or
loss - non-current		(	245,611 )	(	26,910 )
Proceeds from disposal of financial assets at fair value
through profit or loss - non-current			721		-
Proceeds from capital reduction of financial assets at fair
value through profit or loss			68,110		21,833
Acquisition of investments accounted for under the equity
method		(	10,531 )		-
Acquisition of property, plant and equipment and intangible	6(35)
assets		(	1,875,710 )	(	6,039,506 )
Proceeds from disposal of property, plant and equipment and
intangible assets			6,525		1,663
Proceeds from disposal of non-current assets held for sale			795,964		-
Increase in guarantee deposits paid		(	69,901 )	(	20,536 )
Decrease in guarantee deposits paid			33,372		13,919
Acquisition of right-of-use assets		(	122,663 )		-
Increase in other financial assets			-	(	907,977 )
Decrease in other financial assets			1,619,406		-
Decrease (increase) in other non-current assets			3,592	(	44,447)
Net cash used in investing activities		(	1,141,741)	(	9,094,774)
Cash flows from financing activities
Principal repayment of lease liability	6(36)	(	450,119 )	(	433,139 )
Increase in short-term borrowings	6(36)		674,108,575		778,159,521
Decrease in short-term borrowings	6(36)	(	650,814,560 )	(	788,010,588 )
Increase in long-term borrowings (including current portion	6(36)
of long-term liabilities)			20,552,119		20,203,922
Decrease in long-term borrowings (including current portion	6(36)
of long-term liabilities)		(	14,018,274 )	(	7,973,802 )
Increase in short-term notes and bills payable	6(36)		34,740,004		40,807,726
Decrease in short-term notes and bills payable	6(36)	(	32,236,694 )	(	41,421,645 )
Increase in guarantee deposits received			680,827		247,092
Decrease in guarantee deposits received		(	592,911 )	(	156,947 )
Distribution of cash dividends	6(23)	(	5,605,076 )	(	4,144,804 )
Acquisition of ownership interests in subsidiaries	6(34)	(	48,952 )		-
Changes in non-controlling interests			163,736	(	31,422)
Net cash provided by (used in) financing activities			26,478,675	(	2,754,086)
Effect of exchange rate changes on cash and cash equivalents		(	2,915,428)	(	4,948,696)
Net increase in cash and cash equivalents			3,387,920		1,027,438
Cash and cash equivalents at beginning of year			11,020,020		9,992,582
Cash and cash equivalents at end of year		$	14,407,940	$	11,020,020

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

41 -

WPG HOLDINGS LIMITED

Comparison Table for Amendments to the Articles of Incorporation

Amended Article Original Article Explanation Article 11 Article 11 A shareholder might appoint a proxy to A shareholder might appoint a proxy to To comply attend a shareholders' meeting on his/her/its attend a shareholders' meeting on his/her/its with behalf by executing a power of attorney behalf by executing a power of attorney regulations printed by the Company stating therein the printed by the Company stating therein the and actual scope of power authorized to the proxy. scope of power authorized to the proxy. needs Except for trust enterprises or stock agencies Except for trust enterprises or stock agencies approved by the competent authority, when a approved by the competent authority, when a person who acts as the proxy for two or person who acts as the proxy for two or more shareholders, the number of voting more shareholders, the number of voting power represented by him/her shall not power represented by him/her shall not exceed 3% of the total number of voting exceed 3% of the total number of voting shares of the Company, otherwise, the shares of the Company, otherwise, the portion of excessive voting power shall not portion of excessive voting power shall not be counted. A shareholder may only execute be counted. A shareholder may only execute one power of attorney and appoint one proxy one power of attorney and appoint one proxy only, and shall serve such written proxy to only, and shall serve such written proxy to the Company no later than 5 days prior to the Company no later than 5 days prior to the meeting date of the shareholders' the meeting date of the shareholders' meeting. In case two or more written proxies meeting. In case two or more written proxies are received from one shareholder, the first are received from one shareholder, the first one received by the Company shall prevail; one received by the Company shall prevail; unless an explicit statement to revoke the unless an explicit statement to revoke the previous written proxy is made in the proxy previous written proxy is made in the proxy which comes later. which comes later.

Where a shareholder appoints a proxy to attend a shareholders' meeting on his/her/its behalf by a power of attorney printed by the Company, the appointment shall be invalid. As the Company holds the shareholders' meeting, a shareholder, except attending the meeting in person, could also exercise his voting right in writing or by way of electronic transmission, which shall be exercised in accordance with the information in the meeting notice. Those who exercise his voting right in writing or by way of electronic transmission shall be deemed as participation in person, while deemed as abstention for the other business and special motions, and the amendment to the original agenda. In case a shareholder elects to

42 -

Amended Article

Original Article

Explanation

exercise his voting right in writing or by way exercise his voting right in writing or by way of electronic transmission, his declaration of of electronic transmission, his declaration of intention shall be delivered to the Company intention shall be delivered to the Company 2 days prior to the scheduled meeting date of 2 days prior to the scheduled meeting date of the shareholders' meeting, whereas if two or the shareholders' meeting, whereas if two or more declarations of the same intention are more declarations of the same intention are delivered to the Company, the first delivered to the Company, the first declaration of such intention received shall declaration of such intention received shall prevail, unless an explicit statement to prevail, unless an explicit statement to rescind the previous declaration is made in rescind the previous declaration is made in the declaration which comes later. In case a the declaration which comes later. In case a shareholder who has exercised his voting shareholder who has exercised his voting right in writing or by way of electronic right in writing or by way of electronic transmission intends to attend the transmission intends to attend the shareholders' meeting in person, he shall, 2 shareholders' meeting in person, he shall, 2 days prior to the meeting date of the days prior to the meeting date of the scheduled shareholders' meeting and in the scheduled shareholders' meeting and in the same manner previously used in exercising same manner previously used in exercising his voting right, deliver a separate his voting right, deliver a separate declaration of intention to rescind his declaration of intention to rescind his previous declaration of intention made in previous declaration of intention made in exercising the voting right under the exercising the voting right under the preceding paragraph. In the absence of a preceding paragraph. In the absence of a timely rescission of the previous declaration timely rescission of the previous declaration of intention, the voting right exercised in of intention, the voting right exercised in writing or by way of electronic transmission writing or by way of electronic transmission shall prevail. shall prevail. In case a shareholder has exercised his In case a shareholder has exercised his voting right in writing or by way of voting right in writing or by way of electronic transmission, and has also electronic transmission, and has also authorized a proxy to attend the authorized a proxy to attend the shareholders' meeting on his behalf, then the shareholders' meeting on his behalf, then the voting right exercised by the authorized voting right exercised by the authorized proxy for the said shareholder shall prevail. proxy for the said shareholder shall prevail. When the Company's shareholders' meeting is held, it may proceed via a visual communication network or other methods announced by the central competent authority. In case a shareholders' meeting proceeds via a visual communication network, the shareholders who participate in such visual communication meetings shall be deemed to constitute presence in person at the meeting. When a shareholders’ meeting is convened by the Company, it shall assist the physical shareholders’ meeting by a visual communication network or the shareholders’ meeting is convened

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Amended Article Original Article Explanation only by a visual communication network, which shall be subject to the resolution of the Board of Directors; The relevant acts, procedures of operation and other matters to be complied with for a meeting by a visual communication network convened by the shareholders shall be handled in accordance with the regulations of the competent authority. Article 31 Article 31 Where the financial results for the fiscal year Where the financial results for the fiscal year To actual show a profit, the Company shall, by the show a profit, the Company shall, by the needs resolution of Board of Directors, distribute resolution of Board of Directors, distribute not less than 0.01% and not more than 5% of not less than 0.01% and not more than 5% of the profit as employees’ compensation, and the profit as employees’ compensation, and distribute not more than 3% of the foresaid distribute not more than 3% of the foresaid profit as remuneration of Directors and profit as remuneration of Directors and Supervisors. Reports of such distribution Supervisors. Reports of such distribution shall be submitted to the shareholders’ shall be submitted to the shareholders’ meeting. However, in case of the meeting. However, in case of the accumulated losses, certain profits shall first accumulated losses, certain profits shall first be reserved to cover them. be reserved to cover them. The employees’ compensation could be The employees’ compensation could be distributed in the form of shares or in cash distributed in the form of shares or in cash and the employees of subsidiaries meeting and the employees of subsidiaries meeting certain specific requirements shall be certain specific requirements shall be entitled to receive shares or cash. entitled to receive shares or cash.

The profits stated in the first paragraph represent the pre-tax income of current year before deducting distributed employees' compensation and Directors' remuneration. When the Company has no surplus, it shall not pay dividends and bonuses. If the Company has surplus at the end of the year, after tax payment and recovery of losses over the years, 10% of the amount shall be appropriated as legal capital reserve; the balance after the special capital reserve is set aside or reversed in accordance with laws and regulations (hereinafter referred to as "surplus earnings of the year") plus the retained earnings at the beginning of the year shall be used to pay the dividends for preferred shares in priority as the surplus earnings available for distribution. The distribution plan shall be proposed by the Board of Directors and subject to the

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Amended Article	Original Article	Explanation
resolution of the shareholders' meeting. This Company’s dividend policy and dividend distribution shall consider the Company’s profitability, future operation funding needs, and changes in industry environment, as well as the shareholders’ rights and the Company’s long-term financial plans. This Company’s yearly total dividend distribution amount shall not be less than40%of the year’s earnings. The distributed cash dividend shall not be less than 20% of the total dividend distribution amount.	resolution of the shareholders' meeting. This Company’s dividend policy and dividend distribution shall consider the Company’s profitability, future operation funding needs, and changes in industry environment, as well as the shareholders’ rights and the Company’s long-term financial plans. This Company’s yearly total dividend distribution amount shall not be less than50%of the year’s earnings. The distributed cash dividend shall not be less than 20% of the total dividend distribution amount.
Article 34 The Articles were formulated on June 14, 2005. The first amendment was made on June 14, 2006. The second amendment was made on June 13, 2007. The third amendment was made on June 25, 2008. The fourth amendment was made on June 16, 2009. The fifth amendment was made on June 21, 2010. The sixth amendment was made on June 22, 2012. The seventh amendment was made on June 19, 2013. The eighth amendment was made on June 18, 2014. The ninth amendment was made on June 22, 2016. The tenth amendment was made on June 28, 2019. The eleventh amendment was made on June 24, 2020. The twelfth amendment was made on May 26, 2022.	Article 34 The Articles were formulated on June 14, 2005. The first amendment was made on June 14, 2006. The second amendment was made on June 13, 2007. The third amendment was made on June 25, 2008. The fourth amendment was made on June 16, 2009. The fifth amendment was made on June 21, 2010. The sixth amendment was made on June 22, 2012. The seventh amendment was made on June 19, 2013. The eighth amendment was made on June 18, 2014. The ninth amendment was made on June 22, 2016. The tenth amendment was made on June 28, 2019. The eleventh amendment was made on June 24, 2020.	To add the date of amendment.

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WPG HOLDINGS LIMITED

Comparison Table for Amendments to Rules of Procedures for

Shareholders' Meetings

Amended Article Original Article Explanation Article 2 Article 2 The attending shareholders (or proxies) shall The attending shareholders (or proxies) shall To comply hand in attendance cards in lieu of signing hand in attendance cards in lieu of signing with on the attendance book. Shareholders (or on the attendance book. The number of regulations proxies) who register to participate by a shares of the attending shareholders in the and actual visual communication network should log in meeting shall be calculated based on the needs to the visual communication network attendance cards handed in and electronic platform and complete the registration. The voting records. number of shares of the attending shareholders in the meeting shall be calculated based on the attendance cards handed in; the visual communication network platform registration record, and electronic voting records. Article 4 Article 4 The place of convening a shareholders’ The place of convening a shareholders’ To comply meeting shall be held inside the premises of meeting shall be held inside the premises of with We, or at any other place convenient for We, or at any other place convenient for regulations shareholders to attend, and suitable for shareholders to attend, and suitable for and actual holding such meeting. The time of holding such meeting. The time of needs commencing such meetings shall not be commencing such meetings shall not be earlier than 9 a.m. or later than 3 p.m. When earlier than 9 a.m. or later than 3 p.m. the Company convenes a shareholders' meeting by a visual communication network, it is not subject to the restriction on the aforementioned venues. Article 7 Article 7 We shall record with an uninterrupted audio We shall record with an uninterrupted audio To comply or video tape the whole proceedings of the or video tape the whole proceedings of the with shareholders’ meeting, which beginning shareholders’ meeting, which beginning regulations from the time we accept shareholder from the time we accept shareholder and actual attendance, the proceedings of the attendance, the proceedings of the needs shareholders meeting, and the voting and shareholders meeting, and the voting and vote counting procedures. vote counting procedures. Such video tapes or audio tapes shall be kept Such video tapes or audio tapes shall be kept for at least 1 year. If, however, a shareholder for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be Company Act, the recording shall be

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Amended Article Original Article Explanation retained until the conclusion of the litigation. retained until the conclusion of the litigation. If the shareholders' meeting is convened by a visual communication network, the relevant matters of the visual communication network shall be entrusted to an external organization that meets the qualification requirements of the competent authority to handle. The Company shall keep records of the registration, check-in, questioning, voting, and company vote counting of the shareholders who participate in the meeting by the visual communication network. The data prior mentioned, audio and video recordings shall be properly preserved during the effective period; the audio and video recordings shall be rendered to the organization entrusted to handle matters of the visual communication network and shall be retained for a period of time as prescribed by law. Article 8 Article 8 When it is time to convene a shareholders' When it is time to convene a shareholders' To comply meeting, the Chairman shall immediately meeting, the Chairman shall immediately with convene the meeting and also announce the convene the meeting and also announce the regulations number of shares without voting rights and number of shares without voting rights and and actual the number of shares in attendance and other the number of shares in attendance and other needs information. (The ones who convene the information. If the attending shareholders do shareholders'' meeting by a visual not represent a majority of the total amount communication network shall be disclosed of issued shares, the Chairman may postpone on the visual communication network the meeting. However, the postponement of platform) If the attending shareholders do f the attending shareholders do such meeting shall be limited to two times, not represent a majority of the total amount and the total time postponed shall not exceed of issued shares, the Chairman may postpone 1 hour. If the meeting has been postponed the meeting. However, the postponement of for two times, but the attending shareholders such meeting shall be limited to two times, still do not represent a majority of the total and the total time postponed shall not exceed amount of issued shares, a tentative 1 hour. If the meeting has been postponed resolution may be adopted in accordance for two times, but the attending shareholders with Paragraph 1 of Article 175 of Company still do not represent a majority of the total Act by shareholders representing one-third amount of issued shares, a tentative of the total amount of issued shares. resolution may be adopted in accordance By the end of such meetings if the attending with Paragraph 1 of Article 175 of Company shareholders represent a majority of the total Act by shareholders representing one-third amount of issued shares, the Chairman may of the total amount of issued shares. submit the tentative resolution to the By the end of such meetings if the attending meeting for approval in accordance with the shareholders represent a majority of the total provisions of Article 174 of the Company Act.

When it is time to convene a shareholders' meeting, the Chairman shall immediately convene the meeting and also announce the number of shares without voting rights and the number of shares in attendance and other information. (The ones who convene the shareholders'' meeting by a visual communication network shall be disclosed on the visual communication network platform) If the attending shareholders do f 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 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

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Amended Article	Original Article	Explanation
submit the tentative resolution to the meeting for approval in accordance with the provisions of Article 174 of the Company Act; if the shareholders’ meeting is convened by a visual communication network, the shareholders who wish to attend through a visual communication network must re-register with the Company.
Article 11.1 If the shareholders’meeting is convened by a visual communication network, the shareholders who participated through the visual communication network may ask questions in text format on the visual communication network platform of the shareholders’meeting after the Chairman convenes the meeting and before the chairman announces the adjournment of the meeting. The number of questions for each proposal shall not exceed two times, and each time shall be limited to 200 words.	(This article has been added)	To comply with regulations and actual needs
Article 15.1 If the shareholders'meeting is convened by a visual communication network, the shareholders who participate through the visual communication network shall vote on various resolutions and election resolutions through the visual communication network platform after the Chairman convenes the meeting and before the Chairman announces the close of voting; overtime is deemed as an abstention. After the Chairman announces the close of voting, the votes will be counted at one-time voting; the voting and election resolution will be announced.	(This article has been added)	To comply with regulations and actual needs
Article 16. During the proceedings of a meeting, the Chairman may consider the schedule and announce for a break. Where events of force majeure arise, the Chairman shall declare that the meeting is adjourned, and announce time for restoration of the meeting after having considered the circumstances, or by resolution of the shareholders’ meeting restore the meeting within 5 days without notice and announcement.	Article 16. During the proceedings of a meeting, the Chairman may consider the schedule and announce for a break. Where events of force majeure arise, the Chairman shall declare that the meeting is adjourned, and announce time for restoration of the meeting after having considered the circumstances, or by resolution of the shareholders’ meeting restore the meeting within 5 days without notice and announcement.	To comply with regulations and actual needs

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Amended Article Original Article Explanation When a video-assisted shareholders’ meeting If the motions (including extraordinary is convened, and the event of force majeure motions) set forth in the shareholders’ occurs to the visual communication network meeting are not concluded, and the meeting platform, or if there is an obstacle to cannot be continued to be convened in the participating in the meeting via a visual place, the shareholders’ meeting might communication network, which lasts for resolve to restore the meeting in another more than 30 minutes, after deducting the place. number of shares attending the shareholders’ meeting via a visual communication network, if the total number of shares attended still reaches the statutory quorum for the shareholders' meeting, the shareholders' meeting shall continue without the need to adjourn or restore the meeting; otherwise, the meeting shall be adjourned or restored within five days. If the meeting is adjourned or restored in accordance with the second provisions mentioned above, the shareholders who have registered to participate in the original shareholders’ meeting via a visual communication network and have completed the registration, and those who have not participated in the adjourned or the restored meeting, the number of shares attended at the original shareholders’ meeting, the exercised voting and election rights shall be included in the total number of shares, voting and election rights of the shareholders’ attendance at the adjourned or restored meeting. If the motions (including extraordinary motions) set forth in the shareholders’ meeting are not concluded, and the meeting cannot be continued to be convened in the place, the shareholders’ meeting might resolve to restore the meeting in another place.

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WPG HOLDINGS LIMITED

Comparison Table for Amendments to the Procedure for Acquisition or

Disposal of Assets


Amended Article	Original Article	Explanation
Article 4 Where this company acquires or disposes of assets, unless it is otherwise provided, the operating procedure and limit shall be as follows: 1. (Omitted) 2. (Omitted) 3. In acquiring or disposing of long term Securities, theindividual or cumulative investment amount not reach NT$300 million will be approved step by step according to the relevant measures for investment review; those whoseindividual or cumulative investmentamount reaches NT$300 million or more will be submitted to the board of directors for approval. 4. (Omitted) 5. (Omitted) 6. (Omitted) 7. (Omitted) 8. (Omitted) 9. (Omitted) 10. (Omitted)	Article 4 Where this company acquires or disposes of assets, unless it is otherwise provided, the operating procedure and limit shall be as follows: 1. (Omitted) 2. (Omitted) 3. In acquiring or disposing of long term Securities,after the evaluation by the executing unit, the amount of which is less than NT$50 million (inclusive), approved by the chairman of the board. The amount exceeds NT$50 million and not reach NT$300 million will be approved step by step according to the relevant measures for investment review; those whose amount reaches NT$300 million or more will be submitted to the board of directors for approval. 4. (Omitted) 5. (Omitted) 6. (Omitted) 7. (Omitted) 8. (Omitted) 9. (Omitted) 10. (Omitted)	To comply with regulations and actual needs
Article 5 1. In acquiring or disposing of real property or other fixed assets where the transaction amount reaches 20% of the Company's paid- in capital or NT$300 million or more, the Company, unless transacting with a government institution, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of machinery and equipment for business use, shall obtain an appraisal report from a professional appraiser prior to the	Article 5 1. The company’s acquisition or disposal of real estate, equipment or its right-to-use assets, except for transactions with domestic government agencies, construction of local land, construction of land leases, or acquisition or disposal of equipment for business use or its right-to-use assets.If the transactions amount of the company's paid- up capital is 20% or NT$300 million or more, the valuation report issued by the professional valuer shall be obtained before	To comply with regulations and actual needs

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transaction and shall further comply with the following provisions: (1) (Omitted) (2) Where the discrepancy between the appraisal results of professional appraisers and the transaction amount is more than 20 percent, except the circumstances where the valuation of acquiring asset is higher than the transaction amount or the valuation of disposing asset is lower than transaction amount, a certified public accountant shall be engaged to perform the appraisal and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price. (3) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. Where the discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount, except the circumstances where the valuation of acquiring asset is higher than the transaction amount or the valuation of disposing asset is lower than transaction amount, a certified public accountant shall be engaged to perform the appraisal and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price. (4) (Omitted) 2. Where the Company acquires or disposes of securities and the transaction amount is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall engage a certified public accountant to provide an opinion regarding the reasonableness of the transaction price. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC). 3. In acquiring or disposing of memberships or other intangible assets where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, except of transactions	the date of the fact, and the following provisions shall be met: (1) (Omitted) (2) Where the discrepancy between the appraisal results of professional appraisers and the transaction amount is more than 20 percent, except the circumstances where the valuation of acquiring asset is higher than the transaction amount or the valuation of disposing asset is lower than transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDFand render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price. (3) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. Where the discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount, except the circumstances where the valuation of acquiring asset is higher than the transaction amount or the valuation of disposing asset is lower than transaction amount, a certified public accountant shall be engaged to perform the appraisalin accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDFand render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price. (4) (Omitted) 2. Where the Company acquires or disposes of securities and the transaction amount is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall engage a certified public accountant to provide an opinion regarding the reasonableness of the transaction price.If the CPA requires an expert's opinion, it must be sought in accordance with the Statement on Auditing Standards No. 20 announced by the Accounting Research and Development Foundation.This requirement does not apply, however, to publicly quoted prices of

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between domestic Governments, the Company, shall engage a certified public accountant to provide an opinion regarding the reasonableness of the transaction price prior to the transaction. 4. Acquisition or disposal of assets from or to a related party where the transaction amount reaches 10 percent or more of the Company’s total assets, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price. 5. The calculations in the above four transactions must comply with the Securities Authority and comply with Article30-2 of “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”. The one-year timeframe counts back from the day the transaction occurred. Transactions which have already been supported by expert's valuation or CPA's opinions can be excluded. 6. (Omitted) 7. (Omitted)	securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC). 3. In acquiring or disposing of memberships or other intangible assets where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, except of transactions between domestic Governments, the Company, shall engage a certified public accountant to provide an opinion regarding the reasonableness of the transaction price prior to the transaction. The accountant must conduct it in accordance with the Statement on Auditing Standards No. 20. 4. Acquisition or disposal of assets from or to a related party where the transaction amount reaches 10 percent or more of the Company’s total assets, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards NO 20 published by the ARDF. 5. The calculations in the above four transactions must comply with the Securities Authority and comply with Article30-2 of “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”. The one-year timeframe counts back from the day the transaction occurred. Transactions which have already been supported by expert's valuation or CPA's opinions can be excluded. 6. (Omitted) 7. (Omitted)

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IV. Appendix

WPG HOLDINGS LIMITED

Rules of Procedures for Shareholders' Meetings

Article 1. The shareholders’ meetings of the Company, unless otherwise required by the laws and regulations, shall be conducted in accordance with the Rules.
Article 2. The attending shareholders (or proxies) shall hand in attendance cards in lieu of signing on the attendance book. The number of shares of the attending shareholders in the meeting shall be calculated based on the attendance cards handed in and electronic voting records.
Article 3. The presence of shareholders in a shareholders’ meeting and their voting thereof shall be calculated based on the number of shares.
Article 4. The place of convening a shareholders’ meeting shall be held inside the premises of We, or at any other place convenient for shareholders to attend, and suitable for holding such meeting. The time of commencing such meetings shall not be earlier than 9 a.m. or later than 3 p.m.
Article 5. If a shareholders’ meeting is called by the Board of Directors, the Chairman shall preside at the said shareholder meeting. In case the Chairman is on leave or absence, or cannot exercise his power and authority, the person acts in lieu of him shall be determined by the requirements of the Company Act. If a shareholders’ meeting is called by any person other than the Board of Directors, who has the right to call the meeting, such person shall preside at the meeting. Where there are two or more such persons with the right to call the meeting, they shall elect among themselves a person to preside at the meeting.
Article 6. We may designate lawyer, certified public accountant or other relevant persons to attend the shareholders’ meeting. Those handling the affairs of the shareholders’ meeting shall wear an identification card or a badge.
Article 7. We shall record with an uninterrupted 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, 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

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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 and also announce the number of shares 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 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 Company Act.
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 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.
Article 10. A shareholder wishing to speak in a shareholders' meeting shall first fill out with a speech note, specifying therein the major points of his speech, his serial number as a shareholder (or number of attendance) and his name, and the Chairman shall determine his order of giving a speech.
A shareholder who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. If the contents of speech are inconsistent with the contents of speaker's slip, the contents of speech shall prevail.
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When a shareholder attends the shareholders' meeting, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the Chairman and the shareholder that has the floor. The Chairman shall stop any violation.

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 doing so.
Article 12. A corporate shareholder being entrusted to attend in a shareholders' meeting may designate only one representative to represent it in the meeting. When a juristic person shareholder appoints two or more representatives to attend a shareholders' meeting, only one of the representatives may speak on the same proposal.
Article 13. After a shareholder has given a speech, the Chairman may respond personally or designate relevant person to respond.
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 and submit the motion for resolution.
Article 15. The persons for supervising the casting of votes and the counting thereof for resolutions shall be designated by the Chairman, provided, however, that the person supervising the casting of votes shall be a shareholder. The voting result shall be announced at the meeting and placed on record.
Article 16. During the proceedings of a meeting, the Chairman may consider the schedule and announce for a break. Where events of force majeure arise, the Chairman shall declare that the meeting is adjourned, and announce time for restoration of the meeting after having considered the circumstances, or by resolution of the shareholders’ meeting restore the meeting within 5 days without notice and announcement. If the motions (including extraordinary motions) set forth in the shareholders’ meeting are not concluded, and the meeting cannot be continued to be convened in the place, the shareholders’ meeting might resolve to restore the meeting in another place.
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.
Article 18. If there shall be an amendment or alternative to one motion, the Chairman may combine the amendment or alternative into the original motion and determine their orders for resolution. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.
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Article 19. The Chairman may direct disciplinary personnel (or security personnel) to maintain the order of the meeting. For doing so they shall wear armbands with the word "Picket" when maintaining order. Where a shareholder violates the Rules of Procedures and disagrees with the correction from the Chairman, or obstructs the meeting process and fails to obey after being stopped, the Chairman may instruct disciplinary officers (or security personnel) to escort the shareholder leaving the meeting venue.
Article 20. Matters not fully provided for in this Procedure shall be handled in accordance with the relevant acts and the Company's Articles of Incorporation.
Article 21. (Deleted)
Article 22. The Rules and any amendments hereto shall be implemented after adoption by shareholders’ meetings.
Article 23. The Rules were formulated on June 14, 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 23, 2021.

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WPG HOLDINGS LIMITED

Articles of Incorporation

Chapter 1. General Provisions

Article 1. The Company shall be incorporated in accordance with the Business Mergers and Acquisitions Act, Company Act and the requirements of relevant acts, and its name shall be WPG Holdings Limited.
Article 2. The headquarters of the Company shall be in Taipei City. Where it is necessary for business, the Company might set up branch companies and representative offices in appropriate locations within and outside the territory upon resolutions by the Board of Directors.

Chapter 2. Shares

Article 3. The total capital stock of the Company shall be NT$25 billion divided into 2.5 billion shares, with face value of each share at NT$10. The Board of Directors is authorized to issue the shares by installments, part of which may be preferred shares. 50 million shares among the above shall be reserved for issuance of stock warrants, restricted stock awards, preferred shares with warrants or corporate bonds with warrants issued.
Where the Company issues share warrants to its employees, the share warrants may be purchased by employees of the Company or the companies controlled by or subordinate to the Company that meet certain conditions. Under the special resolution of the shareholders' meeting, the exercise prices of such share warrants issued to the employees might be lower than the market prices. Such an issue shall be preceded and reported in batches within 1 year from the date of resolution by a shareholders’ meeting. The Company may repurchase treasury stocks to transfer them to employees of the Company or the companies controlled by or subordinate to the Company. If the stocks are transferred at a price lower than the average repurchase price, prior to such transfer, it shall be submitted to the most recent shareholders’ meeting for special resolution. When the Company issues new stocks, it must retain a portion for purchase by employees according to Article 267-1 of the Company Act. This can include employees of the Company and its subsidiary companies or domestic/international controlled companies that meet certain conditions.
Restricted stock awards, according to Article 267-9 of the Company Act, are new stocks with service conditions or performance conditions attached that are issued to employees
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with restricted stock rights until the conditions are met. Restricted stock awards issuance by the Company shall be approved through special resolution at shareholders' meeting. The stocks can be issued to employees of the Company and its subsidiary companies or domestic/international controlled companies that meet certain conditions. Such an issue shall be preceded and reported in batches within 1 year from the date of resolution by a shareholders’ meeting.

Article 3-1 The rights and obligations of this Company’s preferred stock and related issuing conditions are as follows:
Preferred stock dividend is limited to an annual rate of 8%, calculated based on the issuing price of each share. The dividend can be issued in a cash lump sum each year. After the annual shareholders’ meeting accepts the Financial Statements, the Board of Directors shall set a benchmark date to issue the previous year’s dividend. The issued dividend of the issuing year and the recovery year is based on the calculation of the current year’s actual issued days.
The Company’s preferred stock dividend distribution has autonomous discretion. If the Company’s annual final account shows no earnings or the earnings are insufficient for preferred stock dividend distribution, or any other consideration, the shareholders' meeting may decide not to distribute preferred stock dividends without violation of the contract. If the issued preferred stock is of the noncumulative type, and the resolution is not to distribute or to distribute insufficient dividend, this is not accumulated as deferred payment in future earnings years.
In addition to receiving dividend described in Item one, the holder of preferred stocks shall not participate in the distribution of common stock earnings, capital reserve for cash, and capitalization.
The holder of the Company’s preferred stocks has priority over holders of common stocks in the distribution of the Company’s remaining asset. Holders of preferred stock also have the same compensation priority sequence as the holder of other preferred stocks issued by the Company, and are only second to ordinary creditors. However, this is limited to the amount calculated based on the number of circulating preferred stock and the issuing price.
The holders of preferred stock do not have voting or election rights in the shareholders' meeting. However, holders of preferred stocks have voting rights in the preferred stock shareholders' meeting and regarding issues in the shareholders’ meeting that is unfavorable to the rights and obligations of preferred stockholders.
Preferred stock cannot be converted to common stock.
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Preferred stock has no expiration date. Holders of preferred stock cannot request this Company to buy back their preferred stocks. However, the Company can buy back part or all preferred stock on the following day of the 5-year anniversary of the issuing based on the actual issuing price. The unrecovered preferred stock will continue to have the aforementioned issuing conditions and rights and obligations. If the Company decides to issue dividends for the current year, the dividend that should be issued up to the recovery date shall be calculated according to the current year’s actual number of issuing days.
The paid-in-capital that the preferred stock premium is issued from shall not be used for capitalization during the preferred stock issuing period other than to make up for losses.

The name of the preferred stock, the issuing date, and specific issuing conditions shall be determined by the Board of Directors based on actual market situation and investors’ willingness to purchase the stocks at the time of issuance. The Directors’ authorization is according to the Articles of Incorporation and related regulations.

Article 4. The share certificates of the Company shall all be name-bearing, be signed or sealed by Directors representing the company and numbered in accordance with the requirements of the competent securities authority. The Company might issue shares without printing share certificates, that such are registered or kept in custody by a centralized securities depository enterprise.
Article 5. Shareholder services of the Company shall be administered in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies enacted by the competent securities authority and the requirements of other relevant acts.

Chapter 3. Scope of Business

Article 6. The business operated by the Company: H201010 General Investment.
Article 7. The Company’s expertise is on investment, provided that the total amount of investment shall not be limited to 40% of the paid-in capital of the Company by virtue of the first paragraph of Article 13 of the Company Act.
Article 8. With respect to guarantees to the external parties necessary for business or to the projects invested by the Company, the Board of Directors is authorized to formulate separate regulations.

Chapter 4. Shareholders’ Meetings

Article 9. Shareholders' meetings shall be divided into regular shareholders' meetings and special
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shareholders' meetings. The regular shareholders' meeting shall be convened within 6 months after close of each fiscal year; a special shareholders' meeting shall be held when necessary in accordance with the requirements of the Company Act.

A shareholders' meeting shall, unless otherwise provided in the Company Act and other acts, be convened by the Board of Directors. The preferred stockholders' meeting shall be convened in accordance with the relevant laws and regulations, whenever necessary.

Article 10. A notice to convene a regular shareholders' meeting shall be given no later than 30 days prior to the scheduled meeting date. Where a special shareholders' meeting is convened, notice shall be given no later than 15 days prior to the scheduled meeting date. The date, place, and cause(s) of a shareholders' meeting to be convened shall be notified to each shareholder and be announced. However, for shareholders holding registered shares that are less than one thousand shares, the notice of the shareholders' meeting may be issued by announcement. Such notice of a shareholders' meeting might be given by means of electronic transmission, after obtaining prior consent from the recipient(s) thereof.
Article 11. A shareholder might appoint a proxy to attend a shareholders' meeting on his/her/its behalf by executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy. Except for trust enterprises or stock agencies approved by the competent authority, when a person who acts as the proxy for two or more shareholders, the number of voting power represented by him/her shall not exceed 3% of the total number of voting shares of the Company, otherwise, the portion of excessive voting power shall not be counted. A shareholder may only execute one power of attorney and appoint one proxy only, and shall serve such written proxy to the Company no later than 5 days prior to the meeting date of the shareholders' meeting. In case two or more written proxies are received from one shareholder, the first one received by the Company shall prevail; unless an explicit statement to revoke the previous written proxy is made in the proxy which comes later.
Where a shareholder appoints a proxy to attend a shareholders' meeting on his/her/its behalf by a power of attorney printed by the Company, the appointment shall be invalid. As the Company holds the shareholders' meeting, a shareholder, except attending the meeting in person, could also exercise his voting right in writing or by way of electronic transmission, which shall be exercised in accordance with the information in the meeting notice. Those who exercise his voting right in writing or by way of electronic transmission shall be deemed as participation in person, while deemed as abstention for the other business and special motions, and the amendment to the original agenda. In
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case a shareholder elects to exercise his voting right in writing or by way of electronic transmission, his declaration of intention shall be delivered to the Company 2 days prior to the scheduled meeting date of the shareholders' meeting, whereas if two or more declarations of the same intention are delivered to the Company, the first declaration of such intention received shall prevail, unless an explicit statement to rescind the previous declaration is made in the declaration which comes later. In case a shareholder who has exercised his voting right in writing or by way of electronic transmission intends to attend the shareholders' meeting in person, he shall, 2 days prior to the meeting date of the scheduled shareholders' meeting and in the same manner previously used in exercising his voting right, deliver a separate declaration of intention to rescind his previous declaration of intention made in exercising the voting right under the preceding paragraph. In the absence of a timely rescission of the previous declaration of intention, the voting right exercised in writing or by way of electronic transmission shall prevail. In case a shareholder has exercised his voting right in writing or by way of electronic transmission, and has also authorized a proxy to attend the shareholders' meeting on his behalf, then the voting right exercised by the authorized proxy for the said shareholder shall prevail.

Article 12. Each shareholder of the Company shall have one voting power in respect of each share; except the preferred stock with no voting rights issued by the Company or those with no voting right as set out in the second paragraph of Article 179 of the Company Act. Where a government agency or a juristic person acts as the shareholder, the voting rights of such representatives shall be exercised based on their combined shareholding. Where there are more than two representatives, such representatives shall jointly exercise their voting rights.
Where a shareholder holds shares for others, such shareholder may exercise his voting right separately. The qualifications and methods of exercise shall comply with the regulation of the competent authorities.
Article 13. Except that the acts require otherwise, the following matters shall be determined by shareholders’ meetings:
I. Formulation and amendments of the Articles of Incorporation of the Company. II. Election of Directors.
III. Examination and approval of statements and reports prepared by the Board of Directors and the reports by the Audit Committee.
IV. Resolutions on the increase/decrease of the total capital stock.
V. Distribution of profits or covering of losses.
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VI. Dissolution, merger or split of the Company.
VII. Other matters to be resolved by shareholders’ meetings in accordance with the acts.
Article 14. For a shareholders' meeting convened by the Board of Directors, the Chairman of the meeting shall be the Chairman of the Board. In case the Chairman of the Board is on leave or absent or cannot exercise his power and authority for any cause, the Vice Chairman shall act on his behalf. In case the Vice Chairman is also on leave or absent or unable to exercise his power and authority for any cause, the Chairman of the Board shall designate one of the Directors to act on his behalf. In the absence of such designation, the Directors shall elect one from among themselves to act for him. Where a shareholders' meeting is convened by a person with convening rights outside the Board of Directors, such person with convening right shall act as the Chairman; where two or more persons having the convening right, the Chairman of the meeting shall be elected from among themselves.
Article 15. Resolutions at a shareholders' meeting shall, unless otherwise provided in the Company Act or other acts, be adopted by a majority vote of the attending shareholders, who represent more than one-half of the total number of voting shares.
The “special resolution” in this charter refers to resolution passed by shareholders' meeting attended by shareholders that represent over 2/3 of the total issued shares, and the resolution was passed by over half the present votes. Or, according to regulations, when the number of shares represented by attending shareholders does not reach the aforementioned amount, attending shareholders must represent over half of the total issued shares and over 2/3 of the attending shareholders must agree to the resolution. However, if other regulations stipulate shares held by attending shareholders or the votes of attending shareholders, follow the regulation.
Article 16. Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the Chairman of the meeting and shall be distributed to all shareholders of the Company within 20 days after the close of the meeting.
The preparation and distribution of the minutes of shareholders' meeting as required in the preceding Paragraph may be made by means of electronic transmission. The distribution of the minutes of shareholders' meeting as required in the preceding paragraph to the registered stock shareholders whose shareholding is less than one thousand shares may be made by means of a public notice.
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Chapter 5. Directors and the Audit Committee

Article 17. The Board of Directors of the Company shall have 9 to 13 Directors. The number of Directors shall be determined by the Board of Directors and shall be in accordance with the requirements of the relevant acts. The election of the Board of Directors, pursuant to Article 192-1 of the Company Act, shall adopt the candidate nomination measure. The shareholders shall elect the Directors from the list of candidates.
The percentage of shareholdings of all the Directors shall be subject to the provisions prescribed by the competent securities authority.
Among the number of Directors specified in the first paragraph, there shall be at least three Independent Directors, whom shall be elected from lists of candidates by shareholders’ meetings in candidate nomination system. The professional qualifications, shareholdings, restrictions on concurrent positions, manners of nomination and election and other matters to be adhered to shall be handled in accordance with the requirements of the competent securities authority.
Article 18. Directors shall each hold office for a term not exceeding 3 years; but he/she may be eligible for re-election.
In case no election of new Directors is affected after expiration of the term of existing directors, the term of out-going directors shall be extended until the new directors have been elected and assumed their office. However, the competent authority may, ex officio, order the Company to elect new directors within a given time limit; and if no reelection is effected after the expiry of the given time limit, the out-going directors shall be discharged ipso facto from such expiration date.

Within the terms of the directors, the Company might by resolution of the Board of Directors purchase liability insurance for the directors.

Article 19. The Company shall have one Chairman of the Board, whom shall be elected by more than half of the directors present at a meeting attended by more than two third of all Directors, and where necessary, a Vice Chairman of the Board of Directors shall be elected among themselves.

The Chairman of the Board shall internally preside at the shareholders' meetings and Board meetings and shall externally represent the Company.

Article 19-1 Other than the first Board meeting, which shall be convened by the Director with the most representative votes at the election, the Board meeting shall be convened by the Chairman.

Over half of the directors may request the Chairman to convene a Board meeting by filing a written proposal which sets forth the subjects for discussion and the reasons

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thereof.

If the Chairman does not convene a Board meeting within 15 days of the submission of the request, board meeting with over half of the directors can be convened on their own.

Article 20. In calling a Board meeting, a notice setting forth therein the subject(s) to be discussed at the meeting shall be given to each Director no later than 7 days prior to the scheduled meeting date, which might be given by ways of facsimile or electronic mails. However, in the case of an emergency, the meeting may be convened at any time.
Unless otherwise provided in the Company Act, Business Mergers and Acquisitions Act or other acts, resolutions of the Board of Directors shall be adopted by a majority vote of the Directors at a meeting attended by a majority of the Directors.
Article 21. In case the Chairman of the Board is on leave or absent or cannot exercise his power and authority for any cause, where there is a Vice Chairman, the Vice Chairman shall act on his behalf. In case the Vice Chairman is also on leave or absent or unable to exercise his power and authority for any cause, the Chairman of the Board shall designate one of the Directors to act on his behalf. In the absence of such designation, the Directors shall elect from among themselves a Director to act on his behalf.
Article 22. Each Director shall attend the Board meeting in person. Where a Director cannot attend a Board meeting, he shall in each time appoint another Director to attend the meeting on his behalf by issuing a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. A Director may accept the appointment to act as the proxy referred to in the above of one other Director only. In case a Board meeting is proceeded via visual communication network, the Directors participate in such visual communication meetings shall be deemed as participation in person.
Article 23. The powers of the Board of Directors shall be as follows:
I. Determination of guiding principles of business.
II. Approval of budgets and examination of final accounts.
III. Approval of material internal regulations.
IV. Drafting proposals on an increase/decrease of total capital stock.
V. Drafting proposals on distribution of profits and covering of losses.
VI. Resolutions on the issue of company bonds.
VII. Resolutions on the purchase of the shares of the Company.
VIII. Ratification of the appointment, dismissal, and remuneration of the Chief Manager.
IX. Designation of directors and supervisors of subsidiaries.
X. Other powers stipulated by acts to be exercised by the Board of Directors and
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matters authorized by shareholders’ meetings.

XI. The Board of Directors of the Company might establish various specialized functional committees, each of which shall be accountable to the Board of Directors and shall submit its proposals to the Board of Directors for resolutions. The committees shall establish the regulations governing the exercise of their power, which shall be approved by the Board of Directors.
XII. The Company shall, in accordance with Article 14-4 of the Securities and Exchange Act, establish an Audit Committee, which or the members of which shall be responsible for exercising the powers of supervisors stipulated by the Company Act, Securities and Exchange Act and other acts. The Audit Committee shall be composed of all Independent Directors. The relevant articles shall be formulated by resolutions of the Board of Directors.
Article 24. (Deleted)

Article 25. (Deleted)

Article 26. Where a Director of the Company fulfill duties for the Company, without regard to the operational profits or losses, the Company shall pay remuneration considering his degree of participation in the operation of the Company and the value he contributes, and with reference with the industrial standards within and outside the territory. The Board of Directors is authorized to determine such remuneration. The remuneration of Independent Directors might be determined reasonably higher than and different from the remuneration of non-independent Directors. Where the Company makes profits, remunerations shall also be allocated in accordance with Article 31.
Article 27. Directors of the Company might serve concurrently as directors and supervisors of its subsidiaries.

Chapter 6. Chief Managers

Article 28. The Company shall, in accordance with the resolutions by the Board of Directors, appoint a President or Chief Executive Officer and several chief managers. The appointment, dismissal, and remuneration of whom shall be submitted for resolutions by more than half of the Directors present at a Board meeting attended by more than half of all Directors. The President or Chief Executive Officer shall be accountable to the Board of Directors and shall fulfill the duties designated by the Chairman of the Board or the Board of Directors.
The appointment and dismissal of the President or Chief Executive Officer in the preceding paragraph shall be submitted by the Chairman to the Board of Directors for handing in accordance with the requirements of the preceding paragraph.
The appointment and dismissal of other chief managers shall be submitted by the
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President or Chief Executive Officer to the Board of Directors for handling in accordance with the first paragraph.

Article 29. In addition to the powers conferred by the acts or the Articles of Incorporation of the Company, the regulations and authorizations with respect to the division of powers and responsibilities between the Board of Directors, President or Chief Executive Officer and each department shall be determined and executed by the Board of Directors.

Chapter 7. Accounting

Article 30. The fiscal year for the Company shall be from January 1 to December 31 of each year. After the closing of each fiscal year, the Board of Directors shall prepare the following statements and records the consolidated reports of the Company and all its subsidiaries. Such consolidated statements shall be forwarded to the Audit Committee for their auditing not later than the 30th day prior to the meeting date of a general shareholders' meeting.
I. Business Reports.
II. Financial Statements.
III. The surplus earning distribution or loss off-setting proposals.
The documents in the preceding paragraph and the preparation, audition, declaration, and reference of the items required by the competent authority shall comply with the Company Act, Securities and Exchange Act and other relevant regulations.
The financial statements in the first item, surplus earnings distribution, or loss make-up proposal, after presented at a shareholders’ meeting for acceptance, shall be distributed to the shareholders. The distribution may be made by means of public announcement.
Article 31. Where the financial results for the fiscal year show a profit, the Company shall, by the resolution of Board of Directors, distribute not less than 0.01% and not more than 5% of the profit as employees’ compensation, and distribute not more than 3% of the foresaid profit as remuneration of Directors and Supervisors. Reports of such distribution shall be submitted to the shareholders’ meeting. However, in case of the accumulated losses, certain profits shall first be reserved to cover them.
The employees’ compensation could be distributed in the form of shares or in cash and the employees of subsidiaries meeting certain specific requirements shall be entitled to receive shares or cash.

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Company has surplus at the end of the year, after tax payment and recovery of losses over the years, 10% of the amount shall be appropriated as legal capital reserve; the balance after the special capital reserve is set aside or reversed in accordance with laws and regulations (hereinafter referred to as "surplus earnings of the year") plus the retained earnings at the beginning of the year shall be used to pay the dividends for preferred shares in priority as the surplus earnings available for distribution. The distribution plan shall be proposed by the Board of Directors and subject to the resolution of the shareholders' meeting.

This Company’s dividend policy and dividend distribution shall consider the Company’s profitability, future operation funding needs, and changes in industry environment, as well as the shareholders’ rights and the Company’s long-term financial plans. This Company’s yearly total dividend distribution amount shall not be less than 50% of the year’s earnings. The distributed cash dividend shall not be less than 20% of the total dividend distribution amount.

Chapter 8. Supplementary Provisions

Article 32. The Board of Directors is authorized to formulate the Articles of Incorporation, detail procedures of operation and management rules for the Company.
Article 33. Matters not fully provided for by the Articles shall be handled in accordance with the Company Act, Securities and Exchange Act, Business Mergers and Acquisitions Act, and the requirements of other relevant acts.
Article 34. The Articles were formulated on June 14, 2005.
The first amendment was made on June 14, 2006.
The second amendment was made on June 13, 2007. The third amendment was made on June 25, 2008. The fourth amendment was made on June 16, 2009. The fifth amendment was made on June 21, 2010. The sixth amendment was made on June 22, 2012. The seventh amendment was made on June 19, 2013. The eighth amendment was made on June 18, 2014. The ninth amendment was made on June 22, 2016. The tenth amendment was made on June 28, 2019. The eleventh amendment was made on June 24, 2020.
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WPG Holdings Limited

Procedures for the Acquisition and Disposal of Assets

Article 1 Purpose and Basis of Formulation

Where this Company acquires or disposes of assets, it shall be handled in accordance to this Procedure. Matters not fully provided for in this Procedure shall be handled in accordance with the relevant acts.

Article2 Scope of Assets Applicable

Securities: including stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, asset-backed securities and investment in unissued stock shares.
Real property (including inventory of construction industry) and other fixed assets.
Memberships.
Intangible assets: including patents, copyrights, trademarks, franchise rights, and other intangible assets.
Right of use assets.
Claims of financial institutions (including receivables, bills purchased and discounted,loans, and overdue receivables).
Derivatives
Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with acts of laws.
Other major assets.

Article3 Definitions

"Derivatives": Forward contracts, options contracts, futures contracts, leverage contracts, or swap contracts, whose value is derived from a specified interest rate, financial instrument price, commodity price, foreign exchange rate, index of prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. The term "forward contracts" does not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts.
"Subsidiary": As defined in the Generally Accepted Accounting Principles (GAAP).
"Professional appraiser": Refers to a real property appraiser or other person duly authorized by law to engage in the value appraisal of real property or other fixed assets.
"Date of Occurrence": Refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of boards of directors resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier; provided, for investment for which approval of the Competent Authority is required, the earlier of the above date or the date of receipt of approval by the Competent Authority
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shall apply.

“Within one year” means the year preceding the base date of occurrence of the acquisition or disposal of assets. The announced period shall be exempted from the calculation.
“The latest financial statement” shall mean the financial statement attested or audited openly by a certified public accountant before the acquisition or disposal of assets by the Company.

Terms not defined in this Procedure shall be defined by the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” formulated by the competent securities authority or the requirements by the relevant acts.

Article4 Where this Company acquires or disposes of assets, unless it is otherwise provided, the operating procedure and limit shall be as follows:
In acquiring or disposing of real estate or right-of-use assets, the execution unit shall conduct the appraisal. Where the transaction amount is NT$150 million or less, it shall be submitted to the General Manager for approval; if it exceeds NT$150 million, it shall not be executed unless it is submitted to and passed by the Board of Directors after it is approved by the General Manager.
The acquisition or disposal of other fixed assets or right-of-use assets shall be evaluated by operating department. The transactions amounting less than (including) NT$100 million shall be approved within each given boundaries governed by authorization regulation. For the transactions amounting more than NT$100 million, the approval by the General Manager and the submission to the Board of Directors for their approval are needed before execution.
In acquiring or disposing of long term Securities, after the evaluation by the executing unit, the amount of which is less than NT$50 million (inclusive), approved by the chairman of the board. The amount exceeds NT$50 million and not reach NT$300 million will be approved step by step according to the relevant measures for investment review; those whose amount reaches NT$300 million or more will be submitted to the board of directors for approval.
In acquiring or disposing of short term Securities, the execution unit shall conduct the appraisal. Thereafter, where the amount is less than NT300 million, and that it does not exceed 10% of the subject company’s equity, it shall be approved by the General Manager; where the amount exceeds NT$300 million, or it exceeds 10% of the subject company’s equity, it shall not executed until it is further submitted to and passed by the Board of Directors. In addition, the transaction shall be conducted within the limits set out in subclause 9 in this Article. However, such requirements are exempted under the following circumstances:
- where it belongs to daily fund appropriation activities or short term investment operation like transaction of bonds with conditions for repurchase, bond fund etc., and the amount is less than NT$300 million, the responsible unit(s) is/are authorized to execute. Where the amount exceeds NT$300 million, the responsible unit shall submit to the General Manager for approval before execution.
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where it belongs to daily fund appropriation activities or short term investment operation like transaction of bonds with conditions for repurchase, bond fund etc., and the amount is NT$300 million or less, the responsible unit(s) is/are authorized to execute. Where the amount exceeds NT$300 million, the responsible unit shall submit to the General Manager for approval before execution.

In acquiring or disposing of Memberships, the execution unit shall conduct the appraisal. Where the amount is less than 1% of the paid-up capital or NT$5 million, it shall be submitted to the General Manager for approval and shall thereafter be filed to the most recent Board Meeting for recordation.
In acquiring or disposing of intangible assets, the execution unit shall conduct the appraisal. Where the amount is less than 10% of the paid of capital or NT$20 million, it shall be approved layer by layer in accordance with the regulations on authorization. The Audit Committee shall require that where a certain amount is exceeded, it shall thereafter be filed to the most recent Board meeting for recordation. Where the amount exceeds NT$20 million, it shall not be executed until it is submitted to and passed by the Board of Directors.
In principle, this Company shall not participate in transactions involving the acquisition or disposal of the debentures of financial institutions. Where this Company decides to participate in the transactions involving the acquisition or disposal of debentures of financial institutions, it shall be submitted to the Board of Directors for re-formulation of its procedures of appraisals and operations.
Execution Units The execution units for acquisition and disposal of Securities and Derivatives shall be finance and accounting units. With respect to acquisition or disposal of other assets, the execution units shall be regulated and recognized in accordance with the division of responsibilities within this Company.
The limits for the acquisitions of the above assets for this Company and each of its Subsidiary shall be as follows:
- (1) For non-commercial real estate and right-of-use assets, the total amount should not be more than 30% of the earnings.
- (2) Total amount of investment in long-term and short-term Securities shall not exceed 300% of the net value.
10.Where this Article requires submission to the Board of Directors for resolutions, consent by the Audit Committee shall be sought in accordance with the relevant regulations.
Article5 The procedures for appraisal of acquisition or disposal of assets of this Company shall be as follows:
The company's acquisition or disposal of real estate, equipment or its right-to-use assets, except for transactions with domestic government agencies, construction of local land, construction of land leases, or acquisition or disposal of equipment for business use or its right-to-use assets.If the transactions amount of the company's paid-up capital is 20% or
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NT$300 million or more, the valuation report issued by the professional valuer shall be obtained before the date of the fact, and the following provisions shall be met:

(1) Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors, and the same procedure shall be followed for any future changes to the terms and conditions of the transaction.
(2) Where the discrepancy between the appraisal results of professional appraisers and the transaction amount is more than 20 percent, except the circumstances where the valuation of acquiring asset is higher than the transaction amount or the valuation of disposing asset is lower than transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price.
(3) Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. Where the discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount, except the circumstances where the valuation of acquiring asset is higher than the transaction amount or the valuation of disposing asset is lower than transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price.
(4) No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.
Where the Company acquires or disposes of securities and the transaction amount is 20 percent of the company's paid-in capital or NT$300 million or more, the company shall engage a certified public accountant to provide an opinion regarding the reasonableness of the transaction price. If the CPA requires an expert's opinion, it must be sought in accordance with the Statement on Auditing Standards No. 20 announced by the Accounting Research and Development Foundation. This requirement does not apply, however, to publicly quoted prices of securities that have an active market, or where otherwise provided by regulations of the Financial Supervisory Commission (FSC).
In acquiring or disposing of memberships or other intangible assets where the transaction amount reaches 20% of the Company's paid-in capital or NT$300 million or more, except of transactions between domestic Governments, the Company, shall engage a certified public accountant to provide an opinion regarding the reasonableness of the transaction price prior
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to the transaction. The accountant must conduct it in accordance with the Statement on Auditing Standards No. 20.

Acquisition or disposal of assets from or to a related party where the transaction amount reaches 10 percent or more of the company's total assets, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF.
The calculations in the above four transactions must comply with the Securities Authority and comply with Article 30-2 of “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”. The one-year timeframe counts back from the day the transaction occurred. Transactions which have already been supported by expert's valuation or CPA's opinions can be excluded.
Where the Company acquires or disposes of assets through court auction procedures, the evidentiary documentation issued by the court may be substituted for the appraisal report or CPA opinion.
Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide public companies with appraisal reports,certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall comply with the “Guidelines for the Acquisition or Disposal of Assets of Public Offering Companies” or relevant laws and regulations as determined by the Securities Authorities.

Article6 (Deleted)

Article7 (Deleted)

Article8 The Company’s acquisition or disposal of assets from or to a related party

Where the Company’s acquiring or disposing of assets from related parties, in addition to handling in accordance with this Procedure, it shall comply with the “Regulations Governing

the Acquisition and Disposal of Assets by Public Companies” formulated by the competent securities authority or the requirements by the relevant acts.

Article9 (Deleted)

Article10 (Deleted)

Article11 Handling Procedure for the acquisition or disposal of Derivatives

I. Trading Principles and Strategies

Types of Transactions
(1) Derivative financial products engaged by the Company are transaction contracts whose value is derived from specific interest rates, financial instrument prices, commodity prices, exchange rates, prices or rate indices, credit ratings, or credit indices, or other variables (eg Forward contracts, options, futures, interest rates or exchange rates, exchanges, combinations of the above-mentioned contracts, or combined contracts or
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structured goods embedded in derivative goods, etc.)

(2) In relation to the matters relevant to transactions of bond deposits, it shall be handled in accordance with the relevant regulations in this Procedure. This Procedure shall not be applicable to the transactions of bonds with repurchase conditions.
Operation (Hedging) Strategy
The Derivatives traded by this Company shall in principle be for hedging the risks incurred in the course of business of the Company with respect to the net parts after mutual cancellation out of the amounts receivable and payable, or assets and liabilities, having regard to the due dates, amount and currencies. It shall be ascertained before a transaction that it is a hedging operation.
Segregation of Duties
(1) Finance and Accounting Departments
1)Trading Personnel
- i. Responsible for drawing up the trading strategies of Derivatives of the whole Company.
- ii.Trading personnel shall collect market information, conduct estimation on trend and risk appraisal, draw up operation strategies, and to conduct transactions within the authorized limits in accordance with Company’s policy.
- iii. Where the financial market has changed materially that the trading personnel decide that the existing strategies are no longer applicable, they shall promptly submit appraisal report and draw up new strategies, which shall, after approval by the General Manager, become the basis for conducting transactions.
2) Personnel to Appropriate Funds

Coordinate the use of banking facilities, detailed calculation of cash flow and handle settlement matters.

3) Accounting Personnel
i. Confirm execution of transactions.
ii. Verify whether the transactions are conducted in accordance with the authorized limits and existing strategies.
iii. Handle the accounting entries.
iv. Conduct Reports and announcements in accordance with the regulations by competent securities authority.
(2) Limits of Authority for Derivatives
Financial officers are authorized to execute single transactions of amount under USD2 million (including equivalent amounts in other currencies). Transactions of more than USD2 million (including equivalent amounts in other currencies) shall not
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be conducted unless approved by the General Manager.

Performance Evaluation
(1) Hedging Operations

The performance of hedging operations shall be evaluated and appraised in accordance with hedging strategies.

(2) Transactional Operations

This Company shall not be involved in transactional operations.

The Determination of Maximum Loss Limit
(1) Hedging Operations

Regarding the regulation that maximum loss limit shall not more than 20 percent of the

contract amount, it shall be applied to individual contracts and to all contracts.

(2) Transactional Operations

This Company shall not be involved in transactional operations.

II. Risk Management Measures

Credit Risk Management

The trading partners of this Company shall in principle be limited to correspondent banks and internationally renowned financial institutions, which may provide professional information.

Market Risk Management

This Company shall from time to time take control measures on the risks on Derivatives created by variation of interest rates, exchange rates and other factors.

Liquidity Risk Management
To ensure market liquidity, the selection of financial products shall predominantly be those of high liquidity (namely that it can be squeezed in the market at any time). The financial institutions entrusted for transactions shall possess adequate information and ability to conduct transactions in the market at any time.
Cash Flow Risk Management
This Company shall maintain sufficient quick assets and fund raising facilities to meet the capital requirements of settlement.
Operation Risk Management
(1) Operational risk shall be averted by faithful adherence to the limits of amount authorized, operational procedures and incorporation of internal control.
(2) Personnel engaged in derivatives trading may not serve concurrently in other operations such as confirmation and settlement.
(3) The Finance Units shall evaluate derivative trading positions at least twice per month, which shall be reported to the General Manager.
Commodity Risk Management

Internal trading personnel shall have comprehensive and proper professional knowledge on

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Derivatives, and shall require banks to adequately disclose risks to avert risks of misuse of Derivatives.

Legal Risk Management
- Documents executed by this Company and trading partners shall not be executed unless perused by internal legal personnel or legal consultants to avert legal risks.
III. Internal Audit System
Internal audit personnel shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivative trading by the trading department adheres to this Procedure, and to analyze the trade cycles in order to prepare an audit report. If any material violation is discovered, the Audit Committee shall be notified in writing.
IV. Periodic Evaluations and Handling Irregular Circumstances For the hedge trades required by the business need of financial department, the transaction and profit-loss circumstances shall be evaluated at least twice per month and the report shall be submitted to the general manager. The board of directors shall authorize the general manager to monitor and control derivatives trading risk and shall periodically evaluate whether derivatives trading performance is consistent with established operational strategy and whether the risk undertaken is within the Company's permitted scope of tolerance. The general manager authorized by the board of directors shall periodically evaluate whether the risk management measures currently employed are appropriate and are faithfully conducted in accordance with this Procedure. When irregular circumstances are found, a report shall be made immediately to the board chairman or the board of directors, and appropriate measures shall be adopted.
V. Where this Company conducts trade on Derivatives, a log book shall be established to record related matters in accordance with the relevant acts. Article12 Procedure for Handling Mergers, Demergers, Acquisitions, and Transfer of Shares Where this Company acquires or disposes of assets by mergers, demergers, acquisitions or transfer of shares in accordance with the law, the regulations in this Procedure shall apply, and in addition, it shall be handled in accordance with “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” formulated by the competent securities authority or the relevant law.

Article13 Procedure for Public Disclosure of Information

Where this Company acquires or disposes of assets, and where it is required to be reported to the competent authority or announced, this Company shall handle in accordance with the relevant regulations. Where a Subsidiary of this Company is not a domestic public company, and where there are matters required to be announced or reported, this Company shall announce or report such on its behalf.
The Company shall handle matters in accordance with the Securities Authority, comply with
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the “Guidelines for the Acquisition or Disposal of Assets of Public Offering Companies” or relevant laws as determined by the competent securities authority.

Article 13-1: The Company acquiring or disposing of assets shall keep all relevant contracts,

meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the company, the retained duration shall comply with the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” formulated by the competent securities authority or the requirements by the relevant acts.

Article14 All Subsidiaries of this Company shall adhere to the following requirements:

Where a Subsidiary of this Company decides to acquire or dispose of assets, this Company shall cause such Subsidiary to formulate procedures for acquisition or disposal of assets in accordance with the regulations. Such procedures shall be implemented upon submission to and approval by its Board of Directors and/or Shareholders’ meetings.
Where a Subsidiary of this Company decides to acquire or dispose of assets, it shall submit the relevant information to this Company for examination.

Article15 Penalty

Where the managers and responsible persons of this Company handle matters in connection with the acquisition and disposal of assets, they shall adhere to the requirements in this Procedure in order to avoid losses by improper operations of this Company. Where violations of the relevant acts or this Procedure arise, penalty shall be administered in accordance with the employees’ regulations of this Company.
Article16 Implementation and Amendments

The formulation of and amendments to this Procedure shall be passed by resolutions of Board of Directors upon approval by the Audit Committee. Thereafter, it shall be submitted to shareholders’ meetings for approval.

Article17 (Deleted)

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WPG HOLDINGS LIMITED

Shareholdings of All Directors

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----- Start of picture text -----

Base Day: March 28, 2022
Shareholding in the shareholders roster within the
Shareholding when elected
share transfer prohibition period
Position Name Date elected Term Shareholding Shareholding
Share Type Shares ratio (%) Share Type Shares ratio (%)
(Note 1) (Note 1)
Common Share 41,411,507 2.47 Common Share 41,411,507 2.47
Chairman Simon Huang 2020/06/24 3 years
－－－－
Preferred Share A Preferred Share A
Common Share 1,196,537 0.07 Common Share 1,196,537 0.07
Vice Chairman Frank Yeh 2020/06/24 3 years
Preferred Share A 113,000 0.06 Preferred Share A 113,000 0.06
Common Share 9,654,480 0.57 Common Share 9,654,480 0.57
Director K.D. Tseng 2020/06/24 3 years
－－－－
Preferred Share A Preferred Share A
Common Share 25,112,020 1.50 Common Share 12,612,020 0.75
Director Mike Chang 2020/06/24 3 years
－－－－
Preferred Share A Preferred Share A
Common Share 19,195,570 1.14 Common Share 17,195,570 1.02
Director T.L. Lin 2020/06/24 3 years
－－－－
Preferred Share A Preferred Share A
Common Share 4,614,658 0.27 Common Share 4,614,658 0.27
Director K.Y. Chen 2020/06/24 3 years
Preferred Share A 561,738 0.28 Preferred Share A 561,738 0.28
Common Share 34,421,074 2.05 Common Share 32,421,074 1.93
Fullerton Technology Co.
Director 2020/06/24 3 years
(Representative: Richard Wu) Preferred Share A 2,000,000 1.00 Preferred Share A 2,000,000 1.00
－－－－
Independent Jack J. T. Huang 2020/06/24 3 years Common Share Common Share
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----- Start of picture text -----

Shareholding in the shareholders roster within the
Shareholding when elected
share transfer prohibition period
Position Name Date elected Term Shareholding Shareholding
Share Type Shares ratio (%) Share Type Shares ratio (%)
(Note 1) (Note 1)
Director －－－－
Preferred Share A Preferred Share A
－－－－
Common Share Common Share
Independent
Charles Chen 2020/06/24 3 years
Director －－－－
Preferred Share A Preferred Share A
－－－－
Common Share Common Share
Independent
Weiru Chen 2020/06/24 3 years
Director －－－－
Preferred Share A Preferred Share A
－－
Common Share 50,251 Common Share 50,251
Independent 1 year and
Kathy Yang 2021/08/03
Director 10 months －－－－
Preferred Share A Preferred Share A
Total
Common Share 135,656,097 8.08 Common Share 119,156,097 7.10
Shareholdings
of the
Preferred Share A 2,674,738 1.34 Preferred Share A 2,674,738 1.34
Directors
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Note 1: Total issued common shares on June 24, 2020, August 3, 2021 and March 28, 2022 (Book closure date): 1,679,056,833 shares. Total issued preferred shares A on June 24, 2020, August 3, 2021 and March 28, 2022 (Book closure date): 200,000,000 shares.

Remarks:

The minimum required combined shareholding ratio of all Directors by law: 2.4%
The minimum required combined shareholding of all Directors by law: 45,097,363 shares; As of March 28, 2022 (Book closure date), the total common shares and preferred shares A held by all Directors was 121,780,584 shares (not including the shareholding of Independent Directors)
The Company has established the Audit Committee; hence there is no applicable legal requirement for shareholding of Supervisors
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AI assistant

WPG — AGM Information 2022

52368_rns_2022-06-14_374e0175-94ea-401b-a5ae-ddf1da6925f9.pdf

WPG HOLDINGS LIMITED

2022 ANNUAL SHAREHOLDERS’ MEETING

MEETING AGENDA

(Translation)

May 26, 2022

WPG HOLDINGS LIMITED

2022 ANNUAL SHAREHOLDERS’ MEETING

Table of Contents

I. Meeting Procedure

WPG HOLDINGS LIMITED

Meeting Procedure for 2022 Annual Shareholders' Meeting

II.Meeting Agenda

WPG HOLDINGS LIMITED

2022 Annual Shareholders' Meeting Agenda

Report Items

2. Audit Committee’s Review Report

3. To report 2021 employees' and directors' compensation

Explanatory Notes:

Proposed Resolutions

(Proposed by the Board of Directors)

Explanatory Notes:

Resolution:

2. To approve 2021 profits distribution proposal

(Proposed by the Board of Directors)

Explanatory Notes:

Resolution:

Discussion Matters

1. To amend the Articles of Incorporation.

(Proposed by the Board of Directors)

Explanatory Notes:

Resolution:

Explanatory Notes:

Resolution:

3. To amend the Procedure for Acquisition or Disposal of Assets. (Proposed by the Board of Directors)

Explanatory Notes:

Resolution:

Other Business and Special Motions

Meeting Adjourned

III.Attachment

Business Report

1. 2021 Review

2. 2022 Outlook

Audit Committee’s Review Report

AUDIT COMMITTEE OF WPG HOLDINGS LIMITED

Audit Committee’s Review Report

AUDIT COMMITTEE OF WPG HOLDINGS LIMITED

(1) Remuneration paid to Directors and Independent Directors (excerpt from Annual Report P.22)

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

Opinion

Basis for opinion

Key audit matters

Impairment assessment of investments accounted for under equity method

How our audit addressed the matter

Valuation of investments accounted for under equity method

Description

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

Recognition of purchase discounts and allowances - Subsidiaries

How our audit addressed the matter

Responsibilities of management and those charged with governance for financial

statements

Auditors’ responsibilities for the audit of the financial statements

WPG HOLDINGS LIMITED PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2021 AND 2020

WPG HOLDINGS LIMITED PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2021 AND 2020

WPG HOLDINGS LIMITED PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2021 AND 2020

WPG HOLDINGS LIMITED PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2021 AND 2020

WPG HOLDINGS LIMITED

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020

WPG HOLDINGS LIMITED PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2021 AND 2020

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

Opinion

Basis for opinion

Key audit matters

Impairment assessment of goodwill

How our audit addressed the matter

Valuation of allowance for uncollectible accounts receivable

Description

WPG AGM Information 2022