Transcend Information, Inc.
2021 ANNUAL REGULAR SHAREHOLDERS’ MEETING MINUTES(This English version is a translation based on the original Chinese version.
Where any discrepancy arises between the two versions, the Chinese version shall prevail. )Time: 9:00 a.m., August 26, 2021
Place: Transcend Information, Inc. (No. 70, XingZhong Rd., NeiHu Dist., Taipei 114, Taiwan)
Total share represented by shareholders present in person or by proxy are 299,001,558 shares (including
266,027,857 shares casted electronically), which is 69.68% of the total 429,061,675 outstanding shares(excluding 0 shares without voting right).
Attended Directors:
Shu, Chung-Won, the chairman of Board of Directors, Shu, Chung-Cheng, Chui, Li-Chu,and Li,Tseng-Ho.
Attended Independent Directors:
Wang, Yi-Hsin, the convener of Audit Committee
Attendees:
Lin Chun-Yao, the independent auditors of the Pricewaterhouse Coopers
Li, Dan, the lawyer of World Patent & Trademark Office
Chairman: Shu, Chung-Won

Recorder: Hsiao, Sheng-Yin

Call meeting to order: The aggregate shareholding of the shareholders present in person or by proxy
constituted a quorum. The Chairman called the meeting to order.
Chairman's Remarks: (Omitted)
I. Report Items(1) To report the business of 2020.
Please refer to Attachment I.
(2) Audit Committee’s review report.
Please refer to Attachment II.
(3) To report 2020 employees’ profit sharing bonus and directors’ compensation.
Explanatory Notes:
A. The remuneration of 2020 profit to employees would be NT$ 14,786,482 (distributed in cash);and that to directors would be NT$ 2,160,000.
-1-B. The estimated remuneration to employees is NT$ 15,224,586 and the different amount should
be NT$ 438,104; the estimated remuneration to directors is NT$ 2,131,442 and the different
amount should be NT$ 28,558.
C. The difference will be taken as a change in accounting estimate and adjusted in profit or loss
for 2021.
(4) The status of endorsements and guarantees provided by the Company.
Explanatory Notes:
The Company provided a guarantee for Transcend Japan Inc. amounting to JPY 2,000,000
thousands, and the actual amount of guarantee draw down is JPY 0 by the end of 2020. Pursuant
to the Company’s “Procedures for Endorsements and Guarantees”, the limit of guarantee was NT$
7,351,545 thousands (approximate JPY 27,600,000 thousands).
(5) Cash distribution from 2020 retained earnings.
Explanatory Notes:
A. To comply with Section 5 of Article 240 of the Company Act and Article 22-1 of theCompany’s Articles of Incorporation, the board of directors is authorized to distributedividends and bonuses in whole or in part that may be paid in cash after a resolution has been
adopted by a majority vote at a meeting of the board of directors attended by two-thirds of thetotal number of directors.
B. For appropriations of 2020 earnings, the Company will distribute cash dividend of NT$
1,094,107,271 (NT$2.55 per share).
C. Please refer to Page 5 for the chart of 2020 earnings distribution.
D. Cash dividend will be distributed proportionately according to shareholders’ shares ownershipregistered in the Common Stockholders’ Roster as of the date of record. The cash distribution
will be rounded down to NT$1 (any amount under NT$1 will be discarded), and the remaining
fraction will be incorporated into other revenues of the Company.
E. To avoid the change in the total amount of common shares outstanding resulting from buybackof company shares, or transfer or cancellation of treasury stock, it is proposed that the
Chairman of the Board be authorized to adjust the cash to be distributed to each commonshare.
(6) Cash distribution from capital surplus.
Explanatory Notes:
A. To comply with Article 241 of the Company Act and Article 22-1 of the Company’s Articles
of Incorporation, the board of directors is authorized to distribute capital surplus in whole or in-2-

part that may be paid in cash after a resolution has been adopted by a majority vote at a
meeting of the board of directors attended by two-thirds of the total number of directors.
B. The capital surplus derived from the issuance of new shares at a premium totaling NT$
214,530,838 will be distributed in cash of NT$0.50 per share.
C. Cash distribution from capital surplus will be distributed proportionately according toshareholders’ shares ownership registered in the Common Stockholders’ Roster as of the dateof record. The cash distribution will be rounded down to NT$1 (any amount under NT$1 will
be discarded), and the remaining fraction will be incorporated into other revenues of theCompany.
D. To avoid the change in the total amount of common shares outstanding resulting from buybackof company shares, or transfer or cancellation of treasury stock, it is proposed that the
Chairman of the Board be authorized to adjust the cash to be distributed to each commonshare.
II. Proposed Items(1) Adoption of 2020 Business Report and Financial Statements.
(Proposed by the Board of Directors)
Explanatory Notes:
A. The parent company only financial statement and consolidated financial statement of theCompany for the year of 2020 have been audited by independent auditors, Mr. Chun-Yao Lin
and Mr. Chin-Chang Chen, of the Pricewaterhouse Coopers
B. The Business Report, Independent Auditors’ Report and Financial Statements are hereby also
attached. (Please refer to Attachment I, III, and IV)
C. It is submitted for ratification.
Resolution:

Shares represented at the time of voting:(including votes casted electronically

299,001,558
266,027,857 )Voting Results*
Votes in favor:
289,019,616 votes (256,047,915 votes)
Votes against:
35,664 votes (35,664 votes)
Votes invalid:
0 votes (0 votes)
Abstention and no votes:
9,946,278 votes (9,944,278 votes)*including votes casted electronically (number in brackets)
RESOLVED, the above proposal was approved as proposed.
-3-% of the total
represented share present
96.66%
0.01%
0.00%
3.32%

(2) Adoption of the proposal for distribution of 2020 earnings.
(Proposed by the Board of Directors)
Explanatory Notes:
A. To appropriate legal reserve and to reverse special reserve from 2020 earnings in accordancewith the regulations.
B. Please refer to page 5 for the chart of 2020 earnings distribution.
C. It is submitted for ratification.
Resolution:

Shares represented at the time of voting:(including votes casted electronically

299,001,558
266,027,857 )Voting Results*
Votes in favor:
288,878,329 votes (255,906,628 votes)
Votes against:
226,855 votes (226,855 votes)
Votes invalid:
0 votes (0 votes)
Abstention and no votes:
9,896,374 votes (9,894,374 votes)*including votes casted electronically (number in brackets)
RESOLVED, the above proposal was approved as proposed.

-4-% of the total
represented share present
96.61%
0.07%
0.00%
3.30%

Transcend Information, Inc.
The Chart of 2020 Earnings Distribution
For the year ended December 31, 2020
(Expressed in New Taiwan dollar)
Item

AmountUnappropriated retained earnings at beginning

4,640,451,363

Add: Adjustment on unappropriated earnings for 2020

(1,483,837)

Adjusted unappropriated retained earnings

4,638,967,526

Add: Net income for 2020

1,197,735,191

Less: Legal reserve (10%)(119,625,135)

Add: Reversal of Special reserve

13,657,293

Retained earnings available for appropriation as ofDecember 31, 2020
Less: Items of distribution Cash dividend to shareholders
Unappropriated retained earnings at end

Chairman：Shu, Chung-Won

Remarks

5,730,734,875(1,094,107,271)

Cash dividend(NT$2.55 per share)

4,636,627,604

General Manager： Hong, Wan-Hoon-5-

Accounting Supervisor： Hsiao, Sheng-Yin

III. Discussion and Election Items(1) To approve the amendments to “Rules and Procedures of Shareholders’ Meeting”.
(Proposed by the Board of Directors)
Explanatory Notes:
A. To comply with the amendments of the “Company Act” and the sample template for “Rules ofProcedure for Shareholders’ Meetings” released by Taiwan Stock Exchange, and to meet theCompany’s practical operation needs, the Company hereby proposes amendments to “Rules
and Procedures of Shareholders’ Meeting”.
B. Please refer to Attachment V: the Comparison Table for the “Rules and Procedures ofShareholders’ Meeting”.
C. It is submitted for approval.
Resolution:

Shares represented at the time of voting:(including votes casted electronically

299,001,558
266,027,857 )Voting Results*
Votes in favor:
288,895,606 votes (255,923,905 votes)
Votes against:
200,804 votes (200,804 votes)
Votes invalid:
0 votes (0 votes)
Abstention and no votes:
9,905,148 votes (9,903,148 votes)*including votes casted electronically (number in brackets)% of the total
represented share present
96.62%
0.06%
0.00%
3.31%

RESOLVED, the above proposal was approved as proposed.
(2) To approve the amendments to “Procedures for Election of Director”.
(Proposed by the Board of Directors)
Explanatory Notes:
A. To comply with the enforcement letter released by Financial Supervisory Commission and thesample template for “Procedures for Election of Directors” released by Taiwan Stock
Exchange, the Company hereby proposes amendments to “Procedures for Election of
Director”.
B. Please refer to Attachment VI: the Comparison Table for the “Procedures for Election of
Director”.
C. It is submitted for approval.
Resolution:-6-

Shares represented at the time of voting:(including votes casted electronically

299,001,558
266,027,857 )Voting Results*
Votes in favor:
288,857,606 votes (255,885,905 votes)
Votes against:
204,804 votes (204,804 votes)
Votes invalid:
0 votes (0 votes)
Abstention and no votes:
9,939,148 votes (9,937,148 votes)*including votes casted electronically (number in brackets)% of the total
represented share present
96.60%
0.06%
0.00%
3.32%

RESOLVED, the above proposal was approved as proposed.
(3) Election of directors.
(Proposed by the Board of Directors)
Explanatory Notes:
A. Three-year term of the current directors started from June 14, 2018 and concluded on June 13,2021. To comply with Article 195 of the Company Act, in case no election of new directors is
effected after expiration of the term of office of existing directors, the term of office ofout-going directors shall be extended until the time new directors have been elected andassumed their office.
B. The shareholders’ meeting shall elect 9 directors (including 3 independent directors).
Three-year term of the new directors will start from August 26, 2021 and conclude on August25, 2024.
C. According to the regulations and Articles of Incorporate, a candidate nomination system shallbe adopted. Please refer to Attachment VII: the Nomination List of Directors.
D. The three independent director candidates, Mrs. Wang Yi-Hsin, Mr. Chen Yi-Liang and Mr.
Chen Lo-Min have a wealth of knowledge and experience in industry and can give criticaladvice to the Company. Although they have positioned as independent directors for threeterms, the Company remains reliance on the expertise for playing full of specialty in addition
to duty performance, and monitor and give professional advice to the board of directors.
Therefore, they remain to be the candidates to the independent director of the Company in thiselection.
E. It is submitted for election.
Voting by Poll:
The list of persons elected as directors:(NON-INDEPENDENT DIRECTORS)

-7-

Name
SHU, CHUNG-WON
SHU, CHUNG-CHENG
CHUI, LI-CHU
HSU, CHIA-HSIAN
CHEN, PO-SHOU
WU,GUAN-DE

Numbers of Votes(including votes casted electronically)
403,570,438
270,283,254
269,930,918
268,723,600
267,759,515
267,737,601(INDEPENDENT DIRECTORS)Name
WANG,YI-HSIN
CHEN,YI-LIANG
CHEN,LO-MIN

Numbers of Votes(including votes casted electronically)
270,468,189
269,773,381
269,740,236(4) To release the prohibition on directors from participation in competing business.
(Proposed by the Board of Directors)
Explanatory Notes:
A. Pursuant to Article 209 of Company Act, it is proposed to release non-competition restrictions
on the newly-elected directors, who may participate in investment or operation of anothercompany that engages in the same or similar business scope, under the premise that no harm to
the Company's interest.
B. Please refer to Attachment VIII: the Concurrent Positions of Directors.
C. It is submitted for approval.
Resolution:

Shares represented at the time of voting:(including votes casted electronically

299,001,558
266,027,857 )Voting Results*
Votes in favor:
284,793,033 votes (251,821,332 votes)
Votes against:
4,219,971 votes (4,219,971 votes)
Votes invalid:
0 votes (0 votes)
Abstention and no votes:
9,988,554 votes (9,986,554 votes)*including votes casted electronically (number in brackets)
RESOLVED, the above proposal was approved as proposed.
-8-% of the total
represented share present
95.24%
1.41%
0.00%
3.34%

IV. Other Business and Special Motion
There is no other special motion, the meeting was adjourned.

V. Meeting Adjourned

Note: This document is extracted from the meeting; the details are subject to the audio and video
recording.

-9-Attachment I

TRANSCEND INFORMATION, INC.
BUSINESS REPORT
Looking back on a turbulent year of 2020, due to the global impact of the COVID-19 pandemic,
the overall environment was harsh and the business operational environment encountered greatchallenges, and particularly, the export channel market was most severely affected by the pandemic.
Fortunately, the important functions of research, development and production of Transcend were
mostly centralized in the headquarters and factories located in Taiwan. Accordingly, under the severe
impact of the pandemic, the Company was still able to maintain stable operation and production
system, thereby satisfying the market demands. For the second half of the year, the domestic andforeign markets started to recover their sales dynamics; however, the raw material price was still
unstable. Transcend was able to maintain its consistent stable business operation principle, and throughreasonable pricing and service, the Company established long-term cooperation with customers, suchthat the impact of the raw material market fluctuation on the profit of Transcend was reduced. Despite
the overall revenue and profit performance of the Company being slightly decreased from the last year,
the Company was nonetheless still able to maintain the average whole-year gross margin rate of 21.6%.
In addition, the continuous appreciation of NTD was not favorable to the export sales and foreign
current position evaluation. Nevertheless, Transcend was able to make early response and had actively
adjusted the foreign currency position such that the impact of the foreign exchange was reduced to theminimum. Transcend will continue to improve and transform while seeking advancements andbreakthroughs in various aspects. We sincerely appreciate the continuous support and encouragementfrom all our shareholders, customers, suppliers and employees.
For the year of 2020, the consolidated revenue of Transcend reached NT$11.4 billion,
consolidated gross profit was NT$2.47 billion and the gross margin rate was 21.6%; the consolidated
operating income was NT$1.21 billion, the net income before tax was NT$1.50 billion and the net
income after tax was NT$1.20 billion. Based on the calculation of the share capital of the weighted
average number of shares outstanding of NT$ 4.3 billion, the EPS was NT$ 2.79.
To face the rapid changing supply chain and to satisfy the terminal market demands, Transcendcontinues to focus on the embedded solution and to provide high value-added strategy products. To
cope with the increasing demands from 5G, AIoT industries and Stay-at-Home economy, theCompany has developed various wide-temperature range, high speed and highly durable industrial
grade products. In addition to the introduction of 96-layer 3D flash memories into SSD, to satisfy thedemands for edge computing business opportunities, the Company has also developed DDR4 3200
memory modules and continues to implement active planning in various fields of industrial- 10 -

applications. For the consumer market, the Company is dedicated in the high performance strategy
products, including ultra-speed shock resistant mobile SSD series, ESD370C, high speed portable USB
JetFlash 920, and CFexpress 820 Type B memory card exclusively for high-end camera recording, etc.,
in order to satisfy the diverse demands of customers.
With years of commitment in the brand management, Transcend has honorably received
numerous grand awards for the Company’s outstanding R&D design, product quality and brand image.
This year, the Company has received the honor of “Interbrand’s Top 20 Best Taiwan Global Brands”
for the 14th consecutive year and has also achieved the outstanding record of receiving the “Taiwan
Excellence Award” for the 17th consecutive year, demonstrating the Company’s remarkable productdesign capability to the world. In addition to the focus on the core business, the Company also upholds
the value of creating a better society and actively invests in corporate resources for returning to thesociety. Through long-term sponsorship in the youth sports contests and cultivation of youth indomestic and overseas events, the Company looks forward to promoting the sports development in
Taiwan, including HBL and HVL, etc., and the Company has received the honor of “Sports Promoter
Award” for the 7th consecutive year. In 2020, the Company further received the honor of “BronzeAward in Sponsorship” for the award category, demonstrating the Company’s active involvement anddetermination in the corporate social responsibility.
Looking into 2021, it is expected to face the industrial environment of demand greater than
supply. In the meantime, with the expansion of the embedded applications in the global market,
another upcoming growth cycle can be expected. While facing the rapid change of the industrial
environment, Transcend will continue to expedite the product research and development, to expand
and increase production efficiency and to seek stable supply sources, thereby achieving stable profit
for the Company through reasonable pricing strategy and outstanding customer service. In addition, tocooperate with the Corporate Governance 3.0 – Sustainable Development Blueprint promoted by thegovernment, Transcend will also actively engage in the corporate governance and is committed to thecorporate sustainable operation, enhancement of functions of board of directors and increase of
information transparency, etc., in order to improve international competitiveness of the Company. We
look forward to your continuous support of the Company and appreciate your valuable comments andfeedbacks. We will continue to contribute efforts and to achieve outstanding performance in all
aspects.
Chairman：Shu, Chung-Won
General Manager：Hong, Wan-Hoon
Accounting Supervisor：Hsiao, Sheng-Yin- 11 -

Attachment II

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2020 Business Report, Financial Statements andEarnings Distribution Proposal. Transcend Corporation’s Financial Statements have been audited andcertified by Mr. Chun-Yao Lin and Mr. Chin-Chang Chen, the CPA of the Pricewaterhouse Coopers.
The Business Report, Financial Statements and Earnings Distribution Proposal have been reviewed
and considered to be complied with relevant rules by the undersigned, the audit committee ofTranscend Corporation. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of
the Company Act, we hereby submit this report.

The Audit Committee of Transcend Information, Inc.

Chairman of the Audit Committee: WANG, YI-HSIN

March 04, 2021

- 12 -

Attachment III

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR20000144
To the Board of Directors and Shareholders of Transcend Information, Inc.
OpinionWe have audited the accompanying parent company only balance sheets of Transcend Information, Inc.
as at December 31, 2020 and 2019, and the related parent company only statements of comprehensive
income, of changes in equity and of cash flows for the years then ended, and notes to the parent
company only financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in allmaterial respects, the financial position of the Company as at December 31, 2020 and 2019, and its
financial performance and its cash flows for the years then ended in accordance with the Regulations
Governing the Preparation of Financial Reports by Securities Issuers.
Basis for opinion
We conducted our audit of the parent company only financial statements as at and for the year ended
December 31, 2020 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; and in accordance with the Regulations Governing Auditing and Attestation of
Financial
Statements
byCertifiedPublicAccountants,
Rule
No.
Financial-Supervisory-Securities-Auditing-1090360805 issued by the Financial Supervisory
Commission on February 25, 2020 and generally accepted auditing standards in the Republic of China
for our audit of the parent company only financial statements as at and for the year ended December 31,
2019. Our responsibilities under those standards are further described in the Auditors’ responsibilities
for the audit of the parent company only financial statements section of our report. We are independentof the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of
the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with theserequirements. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion.

~13~

Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the Company’s 2020 parent company only financial statements. These matters wereaddressed 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.
Key audit matters for the Company’s 2020 parent company only financial statements are stated asfollows:
Evaluation of inventories
Description
Refer to Notes 4(12), 5(2) and 6(5) to the financial statements for the information on the Company’s
inventory accounting policy, estimates and assumptions and allowance for inventory valuation losses.
The percentage of the Company’s inventories to total assets is material and the Company applies
judgements and estimates in determining the net realizable value of inventories at the balance sheet
date. The Company mainly produces DRAM and flash memory. As these products have a short life
cycle and belong to a highly competitive industry, the market prices change frequently. Since theCompany’s inventories and the allowance for inventory valuation losses are material to the financial
statements, the evaluation of inventories has been identified as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
A. Obtained an understanding of the Company’s operations and industry. Assessed the reasonablenessof the policy and procedures to recognize allowance for inventory valuation losses.
B. Obtained an understanding of the Company’s inventory control procedures. Reviewed annual
inventory count plan and observed the annual physical count of inventory in order to assess theeffectiveness of internal controls over inventory.
C. Obtained relevant evaluation reports of inventory and tested the logic and accuracy of information
to assess the reasonableness of allowance for inventory valuation losses.

~14~

Estimation of allowance for sales discountDescription
In consideration of business volume, the Company provides a variety of business incentives to specificcustomers or products, and based on that, the Company can estimate the allowance for sales discountmonthly. Refer to Notes 4(23) and 6(4) to the parent company only financial statements for the
information on the estimation of allowance for sales discount.
Since the contracts are numerous and the result could affect the net revenue in the parent company
only financial statements, the estimation of allowance for sales discount has been identified as a key
audit matter.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
A. Obtained an understanding of the Company’s operations, industry and the procedures to recognize
allowance for sales discount.
B. Obtained an understanding of the Company’s sales procedures and interviewed management toassess the appropriateness of sales allowance contracts and internal control over estimation ofallowance.
C. Obtained the evaluation list of allowance for sales discount, and tested material sales allowance
contracts and recalculated it to assess the reasonableness of allowance determined by theCompany.
Responsibilities of management and those charged with governance for the parent company only
financial statements
Management is responsible for the preparation and fair presentation of the parent company only
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 toenable the preparation of parent company only financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing
the Company’s ability to continue as a going concern, disclosing, as applicable, matters related togoing concern and using the going concern basis of accounting unless management either intends toliquidate the Company 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~15~Company’s financial reporting process.
Auditors’ responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to issue
an 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 inthe Republic of China will always detect a material misstatement when it exists. Misstatements canarise 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 ofChina, we exercise professional judgement and maintain professional skepticism throughout the audit.
We also:A.

Identify and assess the risks of material misstatement of the parent company only financial
statements, whether due to fraud or error, design and perform audit procedures responsive tothose 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.

B.

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.

C.

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

D.

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 parent company only financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditors’ report. However, future events or conditions may
cause the Company to cease to continue as a going concern.

E.

Evaluate the overall presentation, structure and content of the parent company only financial~16~

statements, including the disclosures, and whether the parent company only financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.
F.

Obtain sufficient appropriate audit evidence regarding the financial information of the entities orbusiness activities within the Company to express an opinion on the parent company only
financial statements. We are responsible for the direction, supervision and performance of thegroup 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 ininternal 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 andother 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 thatwere of most significance in the audit of the parent company only financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditors’ report unlesslaw 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 theadverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

For and on behalf of PricewaterhouseCoopers, Taiwan
March 4, 2021----------------------------------------------------------------------------------------------------------------------------- -------------------The accompanying parent company only financial statements are not intended to present the financial position and resultsof 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 ofsuch financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic ofChina. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are notintended 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 cannot accept any liability
for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from thetranslation.
~17~

TRANSCEND INFORMATION, INC.
PARENT COMPANY ONLY BALANCE SHEETSDECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan Dollars)
Assets

December 31, 2020
AMOUNT%

Notes

December 31, 2019
AMOUNT%

Current assets
Cash and cash equivalents

6(1)Financial assets at fair value through profit or

6(2)

$

loss - current

399,57423,510,998$

863,5834

172,505,073

12

Current financial assets at amortised cost, net

6(3)5,450,000

26

7,727,826

36

Notes receivable, net

6(4)

759

-

3,054

-

Accounts receivable, net

6(4)810,648

4

898,7074

Accounts receivable due from related parties,

7

net

404,360

2454,776

2

Other receivables

70,135-106,252

1

3,075,423

14

1,967,896

9

916

-

5,220

-

13,722,813

65

14,532,387

68

744,922

4--

111,000

1

114,164

1

6(3)

-

-

148,527

1

Investments accounted for using equity method 6(7)2,156,258

10

2,241,388

10

Property, plant and equipment, net

6(8) and 7

1,540,175

8

1,644,401

8

Right-of-use assets

6(9) and 7

51,893-88,521-

Investment property, net

6(11)2,566,019

12

2,560,460

12

Deferred tax assets

6(23)29,125-59,274-

Other non-current assets

6(12)27,473-

43,977-7,226,865

35

6,900,712

32

20,949,678

100

21,433,099

100

Inventories, net

6(5)Other current assets
Total Current Assets
Non-current assets
Non-current financial assets at fair value

6(2)through profit or loss
Non-current financial assets at fair value

6(6)through other comprehensive income
Non-current financial assets at amortised cost

Total Non-current Assets
Total Assets$(Continued)

~18~

$

TRANSCEND INFORMATION, INC.
PARENT COMPANY ONLY BALANCE SHEETSDECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan Dollars)
Liabilities and Equity

December 31, 2020
AMOUNT%

Notes

December 31, 2019
AMOUNT%

Current liabilities
Accounts payable$

1,002,314

5

2

457,3642

206,9641

211,467

1

17,564-17,308-245,8841

59,293-36,815-36,235-24,572-

26,754-

2,114,521

10

1,810,735

8

139,6891

155,463

1--

36,815-23,442-

23,238-163,1311

215,51612,277,652

11

2,026,25194,290,617

21

4,307,617

20

3,945,369

19

4,346,854

20

Legal reserve

4,683,878

22

4,510,981

21

Special reserve

130,9021

61,572-

5,738,504

27

6,427,300

30

1) (

130,902)-- (116,574)-

19,406,848

91

21,433,099

100

Accounts payable - related parties

7

Other payables
Other payables - related parties

7

Current tax liabilities
Current lease liabilities

7

Other current liabilities
Total Current Liabilities

1,132,016

6

450,706$

Non-current liabilities
Deferred tax liabilities

6(23)Non-current lease liabilities

7

Other non-current liabilities

6(13)Total Non-current Liabilities
Total Liabilities
EquityShare capital6(14)Common stock
Capital surplus

6(15)Capital surplus
Retained earnings

6(16)Unappropriated retained earnings
Other equity interest6(17)Other equity interest(

Treasury shares

117,244) (

6(14)

-

Total Equity
Significant contingent liabilities and18,672,026

89

20,949,678

100

9unrecognized contract commitments
Significant events after the balance sheet date
Total Liabilities and Equity

11
$

$

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

~19~

TRANSCEND INFORMATION, INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOMEYEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan Dollars, except for earnings per share amount)

Items
Notes
Operating Revenue
6(18) and 7
Operating Costs
6(5)(22) and 7
Gross Profit
Unrealized profit from sales
Realized profit from sales
Realized Gross Profit
Operating Expenses
6(22)Sales and marketing expenses
Administrative expenses
Research and development expenses
Impairment loss determined in accordance
6(4)with IFRS 9
Total operating expenses
Operating Profit
Non-operating Income and Expenses
Interest income
6(19)Other income
6(20)Other gains and losses
6(21) and 7
Net gain from derecognizing financial assets 6(3)measured at amortized cost
Finance costs
6(9)Share of loss of associates and joint ventures 6(7)accounted for using equity method
Total non-operating income and expenses
Profit before Income Tax
Income tax expense
6(23)Profit for the Year
Other Comprehensive Income (Loss)
Components of other comprehensive
income (loss) that will not be reclassified to
profit or loss
(Losses) gains on remeasurements of defined 6(13)benefit plans
Unrealized (loss) gain on financial assets at
6(6)(17)
fair value through other comprehensive
incomeShare of other comprehensive (loss) income ofassociates and joint ventures accounted forusing equity method
Components of other comprehensive
income (loss) that will be reclassified to
profit or loss
Exchange differences on translation of foreign 6(7)(17)
financial statements
Income tax related to components of other6(17)(23)comprehensive income that will bereclassified to profit or loss
Other comprehensive income (loss) for theyear
Total Comprehensive Income
Earnings Per Share (in dollars)
Basic earnings per share
Diluted earnings per share$((

Year ended December 31
2020
2019
AMOUNT%AMOUNT
10,937,519
100 $
12,860,887
8,963,964) (82) (10,334,582) (1,973,555
18
2,526,305
16,106)- (25,422)
25,422
20,596
1,982,871
18
2,521,479

%
100
80)
20
20

(
(
(

296,598) (236,753) (133,356) (

3) (
2) (
1) (

318,545) (189,031) (142,601) (

3)
1)
1)

(
(

1,029)
667,736) (1,315,135

- (
6) (
12

268)
650,445) (1,871,034

5)
15

71,17438,721
134,937

1
1 (

189,470
35,352
19,261)

1-

17,210823)- (20,552
676)-$

115,062) (146,157
1,461,292
263,557) (1,197,735

1) (
1
13
2) (
11 $

52,432)
173,005
2,044,039
315,072) (1,728,967

1
16
3)
13

($

1,072)

-

724

-

(

3,164)-

27,976

-

(

411)

-

479

-

21,027- (76,620)-4,205)-

15,324

-

- ($
11 $

32,117)
1,696,850

13

(
(

(

(
$
$

12,175
1,209,910

$

6(23)
$
$

2.79
2.79

$
$

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

~20~

4.01
4.01

TRANSCEND INFORMATION, INC.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITYYEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan Dollars)
Capital Surplus

Notes
Year ended December 31, 2019
Balance at January 1, 2019
Net income for the year
Other comprehensive income (loss)
6(6)(17)
Total comprehensive income (loss)
Appropriation and distribution of 2018 6(16)earnings
Legal reserve
Cash dividends
Special reserve
Cash payment from capital surplus
6(16)Net gain on disposal of financial assets at 6(6)(17)
fair value through other comprehensive
incomeExpired unclaimed dividends recognized
as capital surplus
Purchase of treasury stock
Balance at December 31, 2019Year ended December 31, 2020
Balance at January 1, 2020
Net income for the year
Other comprehensive income (loss)
6(6)(17)
Total comprehensive income (loss)
Appropriation and distribution of 2019 6(16)earnings
Legal reserve
Cash dividends
Special reserve
Cash payment from capital surplus
6(16)Expired unclaimed dividends recognized
as capital surplus
Purchase of treasury stock
Cancellation of treasury stock
6(14)Balance at December 31, 2020

Common stock

Additional paid-in
capitalDonated assets
received

Net assets frommergerLegal reserve

Special reserve

Unappropriatedretained earnings

Other Equity Interest
Unrealized gain or
Exchangeloss on financial
differences on
assets at fair valuetranslation ofthrough otherforeign financial
comprehensive
statements
income

$

$

$

$

$

$

47,247
-

$

($

(
(
(

4,307,617
-

-

$
$

258,458 )4,106-

35,128-4,302,782---

208,199-

14,325-

6,778,995
1,728,967
1,203
1,730,170

-

-

-

-

-

-

36,0104,307,617

4,307,541

79
4,185

35,1284,510,981

61,572

6,427,300

4,307,617-

17,000 )4,290,617$$

4,307,541
-

$
$

4,185
-

$
$

35,128-$$4,510,981-$$

61,572-(

386,156 )--

172,897-

69,330-($15,422 )3,905,963

93
4,278

35,1284,683,878

130,902

$

$

$

$

$
$
(

(
(
(

(
$

6,427,300
1,197,735
1,483 )
1,196,252($($

172,897 )1,544,622 )
69,330 )98,199 )5,738,504

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

~21~

(
(

77,165 )61,296 )61,296 )208,199 )1,895,351 )
14,325 )
-

-

-

(
$

(

4,565,999-

Retained Earnings

138,461 )
138,461 )
16,822
16,822

$

($

$

(

36,010 )

$

7,559

$
(
(

121,639 )

15,593
27,97627,976

Treasury shares

7,559
3,164 )
3,164 )-$

$ 19,980,302
1,728,967(
32,117 )1,696,850

(
(

-

(
($
($

4,395

-

Total equity$-

116,574 )
116,574 )79(
116,574 )$ 19,406,848

116,574 )-$ 19,406,848
1,197,735
12,175
1,209,910-(

1,895,351 )
258,458 )

14,047 )
130,621-((

1,544,622 )
386,156 )93
14,047 )$ 18,672,026(

TRANSCEND INFORMATION, INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWSYEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan Dollars)Year ended December 31
Notes

2020

2019

CASH FLOWS FROM OPERATING ACTIVITIESProfit before tax
Adjustments
Adjustments to reconcile profit (loss)
Unrealized profit from sales
Realized profit from sales
Net (gain) loss on financial assets at fair value through profit or loss
Share of loss of associates and joint ventures accounted for using equity
methodExpected credit loss
Depreciation
Interest income
Interest expense
Dividend income
Loss on disposal of property, plant and equipment
Changes in operating assets and liabilities
Changes in operating assets
Financial assets mandatorily measured at fair value through profit orloss
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Other current assets
Changes in operating liabilities
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Other current liabilities
Other non-current liabilities
Cash (outflow) inflow generated from operations
Dividends received
Interest received
Income tax paid
Net cash flows (used in) from operating activities$

6(2)(21)
6(7)
6(4)
6(22)
6(19)
6(9)
6(6)(20)6(21)1,461,292

16,10625,422 )146,883 )((

115,062
1,029
170,349
71,174 )823
3,834 )
2,098

(
(

(

(

(
(

(
(

(
(

$

2,044,039(

25,422
20,596 )
9,650(

52,432
268
170,840
189,470 )676
5,019 )
113(

992,901 )2,295
87,03050,416
27,074
1,107,527 )
4,304

(
(

129,7026,658 )
4,503 )
256
21,142868 )
270,792 )
3,834
80,217
66,796 )253,537 )(((2,514,723 )
2,182 )
538,256
105,059
43,764 )1,077,844
3,454 )((

178,642 )3,942 )
23,399 )
433
262 )
938 )
1,038,641
5,019
205,261
380,069 )868,852(((

CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of non-current financial assets at fair value through profit or loss
Proceeds from disposal of financial assets at amortised cost
Acquisition of financial assets at amortised cost
Proceeds from disposal of financial assets at fair value through othercomprehensive income
Proceeds from disposal of property, plant and equipment
Acquisition of property, plant and equipment
Acquisition of investment property
Decrease in other non-current financial assets
Net cash flows from investing activities(

611,063 )
6,226,353
3,800,000 )(

6,457,566
5,249,188 )

(

6(6)

6(8)

(
(

6(16)

(
(

23,654 )1,082 )
4,088
1,794,642

76,9671,600
66,990 )
6,918
1,226,873(

CASH FLOWS FROM FINANCING ACTIVITIESCash dividends paid (including cash payment from capital surplus)
Repayment of lease liabilities
Expired unclaimed dividends recognized as capital surplus
Purchase of treasury stock
Net cash flows used in financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

(
(
(
$

1,930,778 )
37,058 )93
37,371 )
2,005,114 )464,009 )863,583
399,574

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

~22~

(
(
(
(
(
$

2,153,809 )
37,512 )79
93,250 )2,284,492 )
188,767 )
1,052,350
863,583

Attachment IV

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR20000143
To the Board of Directors and Shareholders of Transcend Information, Inc.
OpinionWe have audited the accompanying consolidated balance sheets of Transcend Information, Inc. and its
subsidiaries (the “Group”) as at December 31, 2020 and 2019, and the related consolidated statementsof comprehensive income, of changes in equity and of cash flows for the years then ended, and notes
to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material
respects, the consolidated financial position of the Group as at December 31, 2020 and 2019, and its
consolidated financial performance and its consolidated cash flows for the years then ended inaccordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers
and the International Financial Reporting Standards, International Accounting Standards, IFRICInterpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.
Basis for opinion
We conducted our audit of the consolidated financial statements as at and for the year ended December
31, 2020 in accordance with the Regulations Governing Auditing and Attestation of Financial
Statements by Certified Public Accountants and generally accepted auditing standards in the Republicof China; and in accordance with the Regulations Governing Auditing and Attestation of Financial
Statements
byCertifiedPublicAccountants,
Rule
No.
Financial-Supervisory-Securities-Auditing-1090360805 issued by the Financial Supervisory
Commission on February 25, 2020 and generally accepted auditing standards in the Republic of China
for our audit of the consolidated financial statements as at and for the year ended December 31, 2019.
Our responsibilities under those standards are further described in the Auditors’ responsibilities for theaudit of the consolidated financial statements section of our report. We are independent of the Groupin accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic ofChina, 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 forour opinion.

~23~

Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the Group’s 2020 consolidated financial statements. These matters were addressed in thecontext 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.
Key audit matters for the Group’s 2020 consolidated financial statements are stated as follows:
Evaluation of inventories
Description
Refer to Notes 4(13), 5(2) and 6(5) to the consolidated financial statements for the information on theGroup’s inventory accounting policy, estimates and assumptions and allowance for inventory valuation
losses.
The percentage of the Group’s inventories to total assets is material and the Group applies judgements
and estimates in determining the net realizable value of inventories at the balance sheet date. The
Group mainly produces DRAM and flash memory. As these products have a short life cycle andbelong to a highly competitive industry, the market prices change frequently. Since the Group’s
inventories and the allowance for inventory valuation losses are material to the financial statements,
the evaluation of inventories has been identified as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
A. Obtained an understanding of the Group’s operations and industry. Assessed the reasonableness ofthe policy and procedures to recognize allowance for inventory valuation losses.
B. Obtained an understanding of the Group’s inventory control procedures. Reviewed annual
inventory count plan and observed the annual physical count of inventory in order to assess theeffectiveness of internal controls over inventory.
C. Obtained relevant evaluation reports of inventory and tested the logic and accuracy of information
to assess the reasonableness of allowance for inventory valuation losses.

~24~Estimation of allowance for sales discountDescription
In consideration of business volume, the Group provides a variety of business incentives to specificcustomers or products, and based on that, the Group can estimate the allowance for sales discountmonthly. Refer to Notes 4(24) and 6(4) to the consolidated financial statements for the information on
the estimation of allowance for sales discount.
Since the contracts are numerous and the result could affect the net revenue in the consolidated
financial statements, the estimation of allowance for sales discount has been identified as a key audit
matter.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
A. Obtained an understanding of the Group’s operations, industry and the procedures to recognize
allowance for sales discount.
B. Obtained an understanding of the Group’s sales procedures and interviewed management to assess
the appropriateness of sales allowance contracts and internal control over estimation of allowance.
C. Obtained the evaluation list of allowance for sales discount, and tested material sales allowance
contracts and recalculated it to assess the reasonableness of allowance determined by the Group.
Other matter –Parent company only financial reports
We have audited and expressed an unqualified opinion on the parent company only financial
statements of Transcend Information, Inc. as at and for the years ended December 31, 2020 and 2019.
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 AccountingStandards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory
Commission, and for such internal control as management determines is necessary to enable thepreparation 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 theGroup’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~25~

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 theGroup’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 aguarantee that an audit conducted in accordance with the generally accepted auditing standards in the
Republic of China will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
As part of an audit in accordance with the generally accepted auditing standards in the Republic ofChina, we exercise professional judgement and maintain professional skepticism throughout the audit.
We also:A.

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, andobtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The riskof not detecting a material misstatement resulting from fraud is higher than for one resulting fromerror, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or theoverride of internal control.

B.

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.

C.

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

D.

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 tocease to continue as a going concern.

~26~

E.

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

F.

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

We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies ininternal 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 andother 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 thatwere of most significance in the audit of the consolidated financial statements of the current period andare 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 ofdoing so would reasonably be expected to outweigh the public interest benefits of such
communication.

For and on behalf of PricewaterhouseCoopers, Taiwan
March 4, 2021------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results ofoperations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions otherthan the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of suchfinancial statements may differ from those generally accepted in countries and jurisdictions other than the Republic ofChina. Accordingly, the accompanying consolidated 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 cannot accept any liability
for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from thetranslation.

~27~

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSDECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan Dollars)
Assets

December 31, 2020
AMOUNT%

Notes

December 31, 2019
AMOUNT%

Current assets
Cash and cash equivalents

6(1)Financial assets at fair value through profit or

6(2)

$

loss - current

736,852

4

3,510,998$

1,233,407

6

17

2,581,509

12

Current financial assets at amortised cost, net

6(3)5,659,889

27

7,910,482

37

Notes receivable, net

6(4)

759

-

3,054

-

Accounts receivable, net

6(4)1,434,454

7

1,478,531

7

Accounts receivable due from related parties,

7
-

-

8

-

71,351-

124,077

1

3,190,466

15

2,062,659

10

10,495-

17,973-

14,615,264

70

15,411,700

73

744,922

4--

111,000

1

114,164

1

6(3)

-

-

148,527

1

Investments accounted for using equity method 6(7)95,724-97,434-net
Other receivables
Inventories, net

6(5)Other current assets
Total Current Assets
Non-current assets
Non-current financial assets at fair value

6(2)through profit or loss
Non-current financial assets at fair value

6(6)through other comprehensive income
Non-current financial assets at amortised cost

Property, plant and equipment, net

6(8) and 8

2,282,324

11

2,438,154

12

Right-of-use assets

6(9) and 7

187,0791

241,050

1Investment property, net

6(11)2,612,426

13

2,610,292

12

Deferred tax assets

6(23)41,472-75,859-Other non-current assets

6(12)47,411-

63,610-6,122,358

30

5,789,090

27

20,737,622

100

21,200,790

100

Total Non-current Assets
Total Assets$(Continued)

~28~

$

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSDECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan Dollars)
Liabilities and Equity

December 31, 2020
AMOUNT%

Notes

December 31, 2019
AMOUNT%

Current liabilities
Accounts payable$

1,134,266

6

37,416

Other payables
Current tax liabilities

Accounts payable - related parties

Current lease liabilities

7

7

Other current liabilities
Total Current Liabilities$

1,005,350

5-52,828-

246,6351

267,1161

295,3812

83,705

1

51,010-53,945-73,046-

38,635-

1,837,754

9

1,501,579

7

Non-current liabilities
Deferred tax liabilities

6(23)139,7001

155,4821

Non-current lease liabilities

7

34,705-83,697-

Other non-current liabilities

6(13)53,437-53,184-

227,8421

292,3631

2,065,596

10

1,793,942

8

4,290,617

21

4,307,617

21

3,945,369

19

4,346,854

20

Legal reserve

4,683,878

22

4,510,981

21

Special reserve

130,9021

61,572-

5,738,504

28

6,427,300

30

1) (

130,902)-- (116,574)-

19,406,848

92

21,200,790

100

Total Non-current Liabilities
Total Liabilities
Equity attributable to owners of parent
Share capital6(14)Common stock
Capital surplus

6(15)Capital surplus
Retained earnings

6(16)Unappropriated retained earnings
Other equity interest6(17)Other equity interest(

Treasury shares

117,244) (

6(14)

-

Total Equity
Significant contingent liabilities and18,672,026

90

20,737,622

100

9unrecognized contract commitments
Significant events after the balance sheet date
Total Liabilities and Equity

11
$

$

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

~29~

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEYEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan Dollars, except for earnings per share amount)

Items
Notes
Operating Revenue
6(18) and 7
Operating Costs
6(5)(22) and 7
Gross Profit
Operating Expenses
6(22)Sales and marketing expenses
Administrative expenses
Research and development expenses(Impairment loss) reversal of impairment loss 6(4)determined in accordance with IFRS 9
Total operating expenses
Operating Profit
Non-operating Income and Expenses
Interest income
6(19)Other income
6(20)Other gains and losses
6(21)Net gain from derecognizing financial assets 6(3)measured at amortised cost
Finance costs
6(9)Share of loss of associates and joint ventures 6(7)accounted for using the equity method
Total non-operating income and expenses
Profit before Income Tax
Income tax expense
6(23)Profit for the Year
Other Comprehensive Income (Loss)
Components of other comprehensive
income (loss) that will not be reclassified to
profit or loss
(Losses) gains on remeasurements of defined 6(13)benefit plans
Unrealized (loss) gain on financial assets at
6(6)(17)
fair value through other comprehensive
incomeShare of other comprehensive (loss) income ofassociates and joint ventures accounted forusing the equity method
Components of other comprehensive
income (loss) that will be reclassified to
profit or loss
Exchange differences on translation of foreign 6(17)financial statements
Income tax related to components of other6(17)(23)comprehensive income that will bereclassified to profit or loss
Other comprehensive income (loss) for theyear
Total Comprehensive Income
Net profit attributable to:
Owners of parent
Comprehensive income attributable to:
Owners of parent
Earnings Per Share (in dollars)
Basic earnings per share
Diluted earnings per share$(

Year ended December 31
2020
2019
AMOUNT%AMOUNT
11,446,696
100 $
13,496,186
8,976,600) (78) (10,408,655) (2,470,096
22
3,087,531

%
100
77)
23

(
(
(

692,592) (431,320) (133,355) (

6) (
4) (
1) (

770,784) (395,057) (142,601) (

6)
3)
1)

(
(

893)
1,258,160) (1,211,936

11) (
11

1,921
1,306,521) (1,781,010

10)
13

73,952
38,721
163,8991
1

191,61239,49067,3112
1

17,2102,038)- (20,552
1,865)-$

1,299)
290,445
1,502,381
304,646) (1,197,735

- (
2
13
2) (
11 $

8,367)
308,733
2,089,743
360,776) (1,728,967

3
16
3)
13

($

1,072)

-

724

-

(

3,164)-

27,976

-

(

411)

-

479

-

21,027- (76,620)-4,205)-

15,324

-

(
(

(

(

$

$
$

12,175
1,209,910

- ($
11 $

32,117)
1,696,850

13$

1,197,735

11$

1,728,967

13$

1,209,910

11$

1,696,850

13

2.79
2.79

$
$

6(24)
$
$

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

~30~

4.01
4.01

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CHANGES IN EQUITYYEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan Dollars)
Equity attributable to owners of the parent
Retained Earnings

Capital Reserves

Notes
Year ended December 31, 2019
Balance at January 1, 2019
Net income for the year
Other comprehensive income (loss)
6(6)(17)
Total comprehensive income (loss)
Appropriation and distribution of 2018
6(16)earnings
Legal reserve
Cash dividends
Special reserve
Cash payment from capital surplus
6(16)Net gain on disposal of financial assets at fairvalue through other comprehensive income
Expired unclaimed dividends recognized ascapital surplus
Purchase of treasury stock
Balance at December 31, 2019Year ended December 31, 2020
Balance at January 1, 2020
Net income for the year
Other comprehensive income (loss)
6(6)(17)
Total comprehensive income (loss)
Appropriation and distribution of 2019
6(16)earnings
Legal reserve
Cash dividends
Special reserve
Cash payment from capital surplus
6(16)Expired unclaimed dividends recognized ascapital surplus
Purchase of treasury stock6(14)Cancellation of treasury stock
Balance at December 31, 2020

Common stock$

4,307,617
-

-

$
$

$

$

4,565,999-

Donated assets
received$

258,458 )

(

4,106
-

Net assets frommerger

$35,128-Legal reserve$

Special reserve

4,302,782-$

47,247---208,199-

14,325-

Unappropriatedretained earnings

Treasury shares

$

($

$

(
(
(

6,778,995
1,728,967
1,203
1,730,170

-

-

-

-

-

-

36,0104,307,617

4,307,541

79
4,185

35,1284,510,981

61,572

6,427,300$

4,307,617-

17,000 )4,290,617

$

(

(
$

4,307,541
-

$
$

4,185
-

$
$

35,128-$$4,510,981-$$

61,572-

386,156 )--

172,897-

69,330-15,422 )3,905,963

93
4,278

35,1284,683,878

130,902

$

$

$

$

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

~31~

$
$
(

(
(
(

(
(

6,427,300
1,197,735
1,483 )
1,196,252($($

172,897 )1,544,622 )
69,330 )-($77,165 )61,296 )61,296 )208,199 )1,895,351 )
14,325 )
-

-

-

(

Additional paid-in
capitalOther Equity Interest
Unrealized gain orloss on financial
Exchange differences
assets at fair value
on translation ofthrough otherforeign financial
comprehensive
statements
income98,199 )5,738,504$(

138,461 )
138,461 )
16,822
16,822

$
$
(
(

($

7,559
7,559
3,164 )
3,164 )

$

$
(

(
($
($

116,574 )
116,574 )

(

(
$

-

(
$

116,574 )-

14,047 )
130,621-

19,980,302
1,728,967
32,117 )1,696,850

1,895,351 )
258,458 )

(

-

4,395

-

-

36,010 )121,639 )

15,593
27,97627,976

Total equity$

79
116,574 )
19,406,848
19,406,848
1,197,735
12,175
1,209,910

1,544,622 )
386,156 )

(
(

(
$

93
14,047 )
18,672,026

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSYEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan Dollars)Year ended December 31
Notes

2020

2019

CASH FLOWS FROM OPERATING ACTIVITIESProfit before tax
Adjustments
Adjustments to reconcile profit (loss)
Net (gain) loss on financial assets at fair value through profit
or loss
Share of loss of associates and joint ventures accounted forusing the equity method
Expected credit loss/ (Gain on reversal of expected credit loss)
Loss on disposal of property, plant and equipment
Depreciation
Interest income
Interest expense
Dividend income
Changes in operating assets and liabilities
Changes in operating assets
Financial assets mandatorily measured at fair value throughprofit or loss
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Other current assets
Changes in operating liabilities
Accounts payable
Accounts payable - related parties
Other payables
Other current liabilities
Other non-current liabilities
Cash (outflow) inflow generated from operations
Dividends received
Interest received
Income tax paid
Net cash flows (used in) from operating activities$

1,502,381$

2,089,743

6(2)(21)(

147,742 )

5,604

6(7)
6(4)
6(21)
6(22)
6(19)
6(9)
6(6)(21)

1,299
893
2,098
257,272
73,952 )2,038
3,834 )

(
(

(

(

(
(
(
(
(
(

8,367
1,921 )
123 )
262,471
191,612 )
1,865
5,019 )((((

916,025 )
2,295
43,3108
43,684
1,127,807 )
7,478

(
(

128,916
15,412 )20,481 )
57,735819 )
256,665 )
3,834
82,99478,570 )248,407 )(2,500,633 )
2,182 )
670,7888)
52,573 )
1,121,529
4,240

(
(

181,950 )12,954
1,887
8,065 )
1,384 )
1,233,978
5,019
207,403404,962 )
1,041,438(((

CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of non-current financial assets at fair value throughprofit or loss
Proceeds from disposal of financial assets at amortised cost
Acquisition of financial assets at amortised cost
Proceeds from disposal of financial assets at fair value throughother comprehensive income
Proceeds from disposal of property, plant and equipment
Acquisition of property, plant and equipment
Acquisition of investment property
Decrease in other non-current financial assets
Net cash flows from investing activities(

611,063 )6,287,094
3,884,624 )(6,457,566
5,380,646 )

(

6(6)
6(8)

29,700 )1,082 )
3,783
1,764,408((

76,9672,460
67,992 )9,967
1,098,322(

CASH FLOWS FROM FINANCING ACTIVITIESCash dividends paid (including cash payment from capitalsurplus )Repayment of lease liabilities
Expired unclaimed dividends recognized as capital surplus
Purchase of treasury stock
Net cash flows used in financing activities
Effect of exchange rate changes
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

6(16)
(
(
(
(
(
$

1,930,778 )
54,459 )93
37,371 )2,022,515 )
9,959
496,555 )
1,233,407
736,852

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

~32~

(
(
(
(
(
(
$

2,153,809 )
60,032 )79
93,250 )2,307,012 )
29,078 )196,330 )1,429,737
1,233,407

Attachment V
TRANSCEND INFORMATION, INC.
COMPARISON TABLE FOR THE “RULES AND PROCEDURES OF SHAREHOLDERS’ MEETING”
Proposed Amendment

Currently in Effect

Article 1：

Explanation
I.

(New)

This article is newly added

To establish a strong governance system andto specify the purpose of thesound supervisory capabilities for thisrules of meeting procedures.

Corporation's shareholders meetings, and toII.

In accordance with thestrengthen management capabilities, theseprovisions of the Company

Rules are adopted pursuant to Article 5 of

Act and the sample template

the Corporate Governance Best-Practicefor “Rules of Procedure forPrinciples

Shareholders Meeting”, thisfor

TWSE/GTSM

ListedCompanies.

article is newly added to beconsistent with the sample
template.
III. Same for content below.

Article 2：

Article 1：

I.

Revised the article number.

this

Except for the regulation, regular Shareholders'II.

Revised wording.

Corporation's shareholders meetings, except

Meeting of the Company (the "Meeting") shallas otherwise provided by law, regulation, orbe conducted in accordance with these Rules

the articles of incorporation, shall be as

and Procedures.

provided in these Rules.
Article 3：

(New)

I.

Same as the explanation

The

rules

of

proceduresforprovided for Article 1.

Unless otherwise provided by law orII.

regulation, this Corporation's shareholders

This article newly includes

meetings shall be convened by the board of

relevant meeting procedures

directors.

before the convention of aThis Corporation shall prepare electronic

shareholders’ meeting,versions of the shareholders meeting noticeincluding notice and public

and proxy forms, and the origins of andannouncement, reason of

explanatory

materials

relating

toallconvention, mattersproposals,

including

proposalsforprohibited from being raised

ratification, matters for deliberation, or theby extraordinary motions,election or dismissal of directors, and upload

shareholders’ proposals, etc.

them to the Market Observation Post System(MOPS) before 30 days before the date of aregular shareholders meeting or before 15
days

before

the

date

of

a

special~33~

shareholders meeting. This Corporation shallprepareelectronic

shareholders

versions

meetingoftheagendaandsupplemental meeting materials and uploadthem to the MOPS before 21 days before thedate of the regular shareholders meeting or
before 15 days before the date of the special
shareholders meeting. In addition, before 15
days before the date of the shareholders
meeting, this Corporation shall also have
prepared the shareholders meeting agenda
and supplemental meeting materials and
made

them

available

forreviewbyshareholders at any time. The meeting
agenda and supplemental materials shall also
be displayed at this Corporation and theprofessional

shareholder

services

agent

designatedthereby

well

being

as

as

distributed on-site at the meeting place.
The reasons for convening a shareholders
meeting shall be specified in the meeting
notice and public announcement. With theconsent of the addressee, the meeting notice
may be given in electronic form.
Electionordismissalofdirectors,

amendments to the articles of incorporation,
reduction of capital, application for theapproval of ceasing its status as a publiccompany, approval of competing with thecompanybydirectors,

surplusprofitdistributed in the form of new shares,
reserve distributed in the form of newshares, the dissolution, merger, or demergerof the corporation, or any matter under
Article 185, paragraph 1 of the Company
Act, Articles 26-1 and 43-6 of the Securities
and Exchange Act and Articles 56-1 and60-2 of the Regulations Governing theOffering and Issuance of Securities by~34~

Securities Issuers shall be set out and theessential contents explained in the notice ofthe reasons for convening the shareholders
meeting. None of the above matters may beraised by an extraordinary motion.
Where re-election of all directors as well as
their inauguration date is stated in the noticeofthereasonsforconveningtheshareholders meeting, after the completionof the re-election in said meeting suchinauguration date may not be altered by any
extraordinary motion or otherwise in thesame meeting.
A shareholder holding one percent or moreof the total number of issued shares may
submit to this Corporation a proposal for
discussion at a regular shareholders meeting.
The number of items so proposed is limited
to one only, and no proposal containing
more than one item will be included in themeeting agenda. When the circumstances ofany

subparagraphof

Article172-1,

paragraph 4 of the Company Act apply to a
proposal put forward by a shareholder, theboard of directors may exclude it from theagenda. A shareholder may propose arecommendation for urging the corporation
to promote public interests or fulfill its
social responsibilities, provided procedurally
the number of items so proposed is limited
only to one in accordance with Article 172-1
of the Company Act, and no proposal
containing more than one item will be
included in the meeting agenda.
Prior to the book closure date before aregular shareholders meeting is held, thisCorporation shall publicly announce its
acceptance of shareholder proposals inwriting or electronically, and the location~35~

and time period for their submission; theperiodfor

submissionofshareholder

proposals may not be less than 10 days.
Shareholder-submitted proposals are limited
to 300 words, and no proposal containing
more than 300 words will be included in themeeting agenda. The shareholder making the
proposal shall be present in person or byproxy at the regular shareholders meetingand take part in discussion of the proposal.
Prior to the date for issuance of notice of ashareholders meeting, this Corporation shallinform the shareholders who submitted
proposals of the proposal screening results,
and shall list in the meeting notice theproposals that conform to the provisions of
this article. At the shareholders meeting theboard of directors shall explain the reasonsfor exclusion of any shareholder proposals
not included in the agenda.
Article 4：
For

each

shareholders

I.

(New)
meeting,aprovided for Article 1.

shareholder may appoint a proxy to attend

II. This article newly includes

the meeting by providing the proxy form

provisions related to proxies.

issued by this Corporation and stating thescope of the proxy's authorization.
A shareholder may issue only one proxyform and appoint only one proxy for any
given shareholders meeting, andSame as the explanation

shall

deliver the proxy form to this Corporation
before five days before the date of theshareholders meeting. When duplicate proxyforms are delivered, the one received earliest
shall prevail unless a declaration is made tocancel the previous proxy appointment.
After a proxy form has been delivered to thisCorporation, if the shareholder intends toattend the meeting in person or to exercise
voting rights electronically, a written notice~36~

of proxy cancellation shall be submitted tothis Corporation before two business days
before the meeting date. If the cancellation
notice is submitted after that time, votes castat the meeting by the proxy shall prevail.
Article 5：

Article 4：I.

The venue for a shareholders meeting shall

The Meeting shall be held at the head office of

II. Same as the explanation

be the premises of this Corporation, or a

the Company or at any other appropriate placeprovided for Article 1.

place easily accessible to shareholders andthat is convenient for the shareholders to attend.

suitable for a shareholders meeting. The

The time to start the Meeting shall not be earlier

meeting may begin no earlier than 9 a.m.

than 9:00 a.m. or later than 3:00 p.m.

Revised the article number.

and no later than 3 p.m. Full consideration
shall be given to the opinions of the
independent directors with respect to theplace and time of the meeting.
Article 6：

I.

Shareholders and their proxies (collectively,

II. Same as the explanation"shareholders") shall attend shareholders

provided for Article 1.

meetings based on attendance cards, sign-in

III. The contents of the original

cards, or other certificates of attendance.

Paragraph 1 of Article 2 andThis Corporation may not arbitrarily add

Paragraph 1 of Article 12 of

requirements for other documents beyond

the Rules are combined, andthose showing eligibility to attend presented

the provisions for theby shareholders. Solicitors soliciting proxyshareholders’ meeting

forms

sign-in procedure are further

shall

also

bring

identification

Revised the article number.

specified.

documents for verification.

Article 2：This Corporation shall furnish the attending

An attendance book shall be prepared forshareholders with an attendance book tosigning in of the attended shareholders in thesign, or attending shareholders may hand in

Shareholders' Meeting, or attended shareholders

a sign-in card in lieu of signing in.

shall submit the attendance card for the purposeof signing in.

This Corporation shall furnish attending
shareholders with the meeting agenda book,annual report, attendance card, speaker's
slips, voting slips, and other meeting
materials. Where there is an election of
directors, pre-printed ballots shall also be
furnished.
When the government or a juristic person is~37~

a shareholder, it may be represented by morethan one representative at a shareholders

Article 12：

meeting. When a juristic person is appointed

Any legal entity designated as proxy by a

to attend as proxy, it may designate only one

shareholder(s) to be present at the Meeting may

person to represent it in the meeting.

appoint only one representative to attend theMeeting.

Article 7：

Article 5：I.

If a shareholders meeting is convened by the

The Chairman of the Board of Directors shall be

II. Same as the explanation

board of directors, the meeting shall be

the chairman presiding at the Meeting in theprovided for Article 1.

chaired by the chairperson of the board.

case that the Meeting is convened by the Board

III. The contents of the original

When the chairperson of the board is onof Directors. If, for any reason, the Chairman of

Article 5 and Article 6 of theleave or for any reason unable to exercise

the Board of Directors cannot preside at theRules are combined, and thethe powers of the chairperson, the vice

Meeting, the Vice Chairman of the Board ofprovisions related to thechairperson shall act in place of the

Directors shall preside at the Meeting. If, nochair and attendees ofchairperson; if there is no vice chairperson

Vice Chairman or for any reason, the Vice

shareholders’ meeting areor the vice chairperson also is on leave or for

Chairman of the Board of Directors cannot

further specified.

any reason unable to exercise the powers ofpreside at the Meeting, the chairman may

the vice chairperson, the chairperson shalldesignate one managing director to do so on theappoint one of the managing directors to act

chairman's behalf. If there is no managing

as chair, or, if there are no managing

director, the chairman may designate one

directors, one of the directors shall bedirector to preside at the Meeting. If theappointed to act as chair. Where thechairman does not designate a representative,

chairpersonathe managing directors or directors shalldesignation, the managing directors or themutually select a chair from among themselves.

does

not

make

such

directors shall select from among themselves
one person to serve as chair.
It is advisable that shareholders meetings
convened by the board of directors bechaired by the chairperson of the board inperson and attended by a majority of thedirectors, at least one independent director inperson, and at least one member of eachfunctional committee on behalf of thecommittee. The attendance shall be recordedin the meeting minutes.
If a shareholders meeting is convened by aIf the Meeting is convened by any other person

party with power to convene but other thanentitled to convene the Meeting, such person

the board of directors, the convening party

shall be the chairman to preside at the Meeting.

shall chair the meeting. When there are two

When two or more parties meet this description,~38~

Revised the article number.

or more such convening parties, they shallthey shall mutually select a chair from among

mutually

themselves.

select

a

chair

from

among

themselves.

Article 6：This Corporation may appoint its attorneys,

The Company may appoint designated counsel,

certified public accountants, or related

CPA or other related persons to attend thepersons

Meeting.

retainedshareholders

by

it

to

attendameetinginanon-voting

capacity.
I.

Article 8：

Article 7：This Corporation, beginning from the time it

The

accepts shareholder attendance registrations,tape-recorded or videotaped and these tapes

shall make an uninterrupted audio and video

shall be preserved for at least one year.

processoftheMeeting

shallbe

Revised the article number.

II. Same as the explanation
provided for Article 1.
III. The provisions related to therecording of the registration procedure, theaudio and video recording ofproceedings of the shareholders meeting,shareholders’ meeting are

and the voting and vote counting procedures.

further specified.

The recorded materials of the preceding
paragraph shall be retained for at least one
year. If, however, a shareholder files alawsuit pursuant to Article 189 of theCompany Act, the recording shall be
retained until the conclusion of the litigation.
Article 9：

Article 3：

I.

Revised the article number.

Attendance at shareholders meetings shall be

The attendance and voting of Shareholders'II. Same as the explanation

calculated based on numbers of shares. The

Meeting shall be calculated based on the shares.

provided for Article 1.

number of shares in attendance shall be

Article 2：

calculated according to the shares indicated

The number of shares represented by attended

Paragraph 2 of Article 2,by the attendance book and sign-in cards

shareholders shall be calculated in accordance

partial content of Article 3

handed in plus the number of shares whosewith the attendance book signing by theand Article 8 of the Rules

voting rights are exercised electronically.

shareholders and the attendance cards submitted

are combined, and theby the shareholders.

provisions related to the

Article 8：counting of shares for

The chair shall call the meeting to order at

Chairman shall call the Meeting to order at theelectronic votes and tentative

the appointed meeting time and disclose

time scheduled for the Meeting. If the number

resolution are further

information concerning the number ofof shares represented by the shareholders

specified.

nonvoting shares and number of sharespresent at the Meeting has not yet constituted

represented by shareholders attending thethe quorum at the time scheduled for thein order to enhancemeeting.

Meeting, the chairman may postpone the time

corporate governance andHowever, when the attending shareholders

for the Meeting. The postponements shall bemaintain the shareholders’

do not represent a majority of the total

limited to two times at the most and Meetingrights and interests.

III. The contents of the original~39~

IV. Amendment to Paragraph 2

number of issued shares, the chair may

shall not be postponed for longer than one hourannounce a postponement, provided that noin the aggregate. If after two postponements nomore than two such postponements, for aquorum can yet be constituted but the

combined total of no more than one hour,shareholders present at the Meeting represent

may be made. If the quorum is not met after

more than one - third of the total outstanding

two

attendingshares, tentative resolutions may be made inshareholders still represent less than one

accordance with Section 1 of Article 175 of thethird of the total number of issued shares,

Company Law of the Republic of China.

thepostponements

chair

shall

and

the

declarethemeeting

adjourned.
If the quorum is not met after two
postponements

asreferred

to

in

the

preceding paragraph, but the attending
shareholders represent one third or more of
the total number of issued shares, a tentative
resolution may be adopted pursuant to
Article 175, paragraph 1 of the Company
Act; all shareholders shall be notified of thetentative resolution and another shareholders
meeting shall be convened within one
month.
When, prior to conclusion of the meeting,If during the process of the Meeting the number

the attending shareholders represent aof outstanding shares represented by the

majority of the total number of issued

shareholders present becomes sufficient toshares, the chair may resubmit the tentative

constitute the quorum, the chairman may submit

resolution for a vote by the shareholders

the tentative resolutions to the Meeting formeeting pursuant to Article 174 of theapproval in accordance with Article 174 of theCompany Act.

Company Law of the Republic of China.

Article 10：

Article 9：I.

If a shareholders meeting is convened by the

The agenda of the Meeting shall be set by the

II. Same as the explanation

board of directors, the meeting agenda shall

Board of Directors if the Meeting is convened

provided for Article 1.

be set by the board of directors. Votes shallby the Board of Directors. Unless otherwise

III. The contents of the original

be cast on each separate proposal in the

resolved at the Meeting, the Meeting shall

Article 9 and Article 14 ofagenda (including extraordinary motions andproceed in accordance with the agenda.

the Rules are combined, andRevised the article number.

amendments to the original proposals set out

the provisions related to thatin the agenda). The meeting shall proceed in

the votes are cast on eachthe order set by the agenda, which may notseparate proposal in the

be changed without a resolution of theagenda of a shareholders’shareholders meeting.

meeting are further~40~

The provisions of the preceding paragraph

The above provision applies mutatis mutandis

apply mutatis mutandis to a shareholders

to cases where the Meeting is convened by any

meeting convened by a party with the power

person, other than the Board of Directors,

to convene that is not the board of directors.

entitled to convene such Meeting.

The chair may not declare the meeting

Unless otherwise resolved at the Meeting, theadjourned

chairman cannot announce adjournment of the

prior

to

completionofdeliberation on the meeting agenda of the

Meeting before

preceding(including special motions) listed in the agenda

two

extraordinary

paragraphs

motions),(including

exceptbya

all thespecified.

discussion items

resolution of the shareholders meeting. If theare resolved.
The shareholders cannot designate any otherchair declares the meeting adjourned inperson as chairman and continue the Meeting inviolation of the rules of procedure, the otherthe same or other place after the Meeting ismembers of the board of directors shall

adjourned. However, in the event that the

promptly assist the attending shareholders in

Chairman adjourns the Meeting in violation ofelecting a new chair in accordance withthese Rules and Procedures, the shareholders

statutory procedures, by agreement of amay designate, by amajority of the votes represented by the

represented by attended shareholders, one

attending shareholders, and then continue

person as chairman to continue the Meeting.

the meeting.

Article 14：

The chair shall allow ample opportunity

The chairman may announce to end theduring the meeting for explanation anddiscussion of any resolution and go into voting

discussion of proposals and of amendments

if the Chairman deems it appropriate.

majority of votes

or extraordinary motions put forward by theshareholders; when the chair is of theopinion that a proposal has been discussed
sufficiently to put it to a vote, the chair may
announce the discussion closed, call for avote, and schedule sufficient time for voting.
Article 11：

Article 10：I.

Before speaking, an attending shareholder

When a shareholder present at the Meeting

II. Same as the explanationmust specify on a speaker's slip the subject

wishes to speak, a Speech Note should be filledprovided for Article 1.

of the speech, his/her shareholder accountout

number (or attendance card number), andshareholder's number (or the number of

Article 10, Article 11,

account

Attendance Card) and the name of theParagraph 2 of Article 12

shareholder. The sequence of speeches by

and Article 13 of the Rules

shareholders

are combined, and wordings

name.

The

order

in

which

shareholders speak will be set by the chair.

withsummary

should

of

be

the

speech,decided

by

the

the

Revised the article number.

III. The contents of original

are revised accordingly.

chairman.
A shareholder in attendance who has

If any shareholder present at the Meeting

submitted a speaker's slip but does not

submits a Speech Note but does not speak, no~41~

actually speak shall be deemed to have notspeech should be deemed to have been made by

spoken. When the content of the speech doessuch shareholder. In case the contents of the

not correspond to the subject given on the

speech of a shareholder are inconsistent with the

speaker's slip, the spoken content shallcontents of the Speech Note, the contents ofprevail.

actual speech shall prevail.
Article 11：

Except with the consent of the chair, aUnless otherwise permitted by the chairman,

shareholder may not speak more than twice

each shareholder shall not, for each discussion

on the same proposal, and a single speech

item, speak more than two times (each time not

may

the

exceeding 5 minutes). In case the speech of any

shareholder's speech violates the rules orshareholder violates the above provision or

exceeds the scope of the agenda item, theexceeds the scope of the discussion item, thechair may terminate the speech.

chairman may stop the speech of suchnotexceed5

minutes.

Ifshareholder.
Article 10：
When an attending shareholder is speaking,Unless otherwise permitted by the chairman andother shareholders may not speak or

the shareholder in speaking, no shareholderinterrupt unless they have sought andshall interrupt the speeches of the otherobtained the consent of the chair and theshareholders, otherwise the chairman shall stop

shareholder that has the floor; the chair shallsuch interruption.

stop any violation.

Article 12：

When a juristic person shareholder appoints

If a corporate shareholder designates two or

two or more representatives to attend amore representatives to attend the Meeting, only

shareholders meeting, only one of the

one representative can speak for each discussion

representatives so appointed may speak on

item.

the same proposal.

Article 13：

After an attending shareholder has spoken,

After the speech of a shareholder, the chairman

the chair may respond in person or direct

may respond himself/herself or appoint an

relevant personnel to respond.

appropriate person to respond.

Article 12：

Article 3：

I.

Voting at a shareholders meeting shall be

The attendance and voting of Shareholders'II. Same as the explanation

calculated based on the number of shares.

Meeting shall be calculated based on the shares.

provided for Article 1.

Revised the article number.

With respect to resolutions of shareholders

III. The provisions related to themeetings, the number of shares held by acalculation of voting sharesshareholder with no voting rights shall not

and the recusal system due tobe calculated as part of the total number ofconflicts of interest areissued shares.

specified.

When a shareholder is an interested party inrelation to an agenda item, and there is the~42~likelihood that such a relationship would
prejudice the interests of this Corporation,that shareholder may not vote on that item,
and may not exercise voting rights as proxy
for any other shareholder.
The number of shares for which voting
rights may not be exercised under thepreceding paragraph shall not be calculated
as part of the voting rights represented byattending shareholders.
With the exception of a trust enterprise or ashareholder services agent approved by thecompetent securities authority, when one
person is concurrently appointed as proxy by
two or more shareholders, the voting rights
represented by that proxy may not exceed
three percent of the voting rights represented
by the total number of issued shares. If thatpercentage is exceeded, the voting rights inexcess of that percentage shall not be
included in the calculation.
Article 13：

I.

A shareholder shall be entitled to one vote

II. Same as the explanationfor each share held, except when the sharesprovided for Article 1.

arerestricted

non-voting

sharesshares

or

under

are

III. The contents of the original

deemedArticleRevised the article number.

Article 15, Article 17 and179,

paragraph 2 of the Company Act.

Article 18 of the Rules are

When this Corporation holds a shareholder

combined, and the provisions

meeting, it shall adopt exercise of voting

for electronic voting and therights by electronic means. When voting

procedures requiring

rights are exercised by electronic means, theattention during the voting of

method of exercise shall be specified in the

proposals are newly included

shareholders meeting notice. A shareholder

and specified.

exercising voting rights by electronic means
will be deemed to have attended the meetingin person, but to have waived his/her rights
with respect to the extraordinary motions
and amendments to original proposals ofthat meeting; it is therefore advisable that~43~

this Corporation avoid the submission of
extraordinary motions and amendments tooriginal proposals.
A shareholder intending to exercise voting
rights by electronic means under thepreceding paragraph shall deliver a written
declaration of intent to this Corporation
before two days before the date of theshareholders

meeting.

Whenduplicatedeclarations of intent are delivered, the one
received earliest shall prevail, except when adeclaration is made to cancel the earlier
declaration of intent.
After a shareholder has exercised voting
rights by electronic means, in the event theshareholder

intends

toattendtheshareholders meeting in person, a written
declaration of intent to retract the voting
rights already exercised under the preceding
paragraph shall be made known to thisCorporation, by the same means by which
the voting rights were exercised, before twobusiness days before the date of theshareholders meeting. If the notice ofretraction is submitted after that time, thevoting rights already exercised by electronicmeans shall prevail. When a shareholder has
exercised voting rights both by electronicmeans and by appointing a proxy to attend ashareholders meeting, the voting rights
exercised by the proxy in the meeting shall
Article 17：prevail.
Except as otherwise

providedin theExcept otherwise specified in the Company

Company Act and in this Corporation's

Law or the Articles of Incorporation of thearticles of incorporation, the passage of aCompany, a resolution shall be adopted by aproposal shall require an affirmative vote ofmajority of the votes represented by thea majority of the voting rights represented

shareholders present at the Meeting. The

by the attending shareholders. At the time ofresolution shall be deemed adopted and shalla vote, the shareholders shall vote by a poll

have the same effect as if it was voted by~44~

for each proposal. After the conclusion of

casting ballots if no objection is voiced after

the meeting, on the same day it is held, thesolicitation by the chairman.

results for each proposal, based on thenumbers of votes for and against and thenumber of abstentions, shall be entered into
the MOPS.

Article 18：

When there is an amendment or an

If there is amendment to or substitute for aalternative to a proposal, the chair shalldiscussion item, the chairman shall decide thepresent the amended or alternative proposal

sequence of voting for such discussion item, thetogether with the original proposal andamendment or the substitute. If any one of themdecide the order in which they will be put tohas been adopted, the others shall be deemeda vote. When any one among them is passed,

vetoed and no further voting is necessary.

the other proposals will then be deemed
rejected, and no further voting shall be
required.

Article 15：

Vote monitoring and counting personnel for

The person(s) to check and the person(s) tothe voting on a proposal shall be appointed

record the ballots during a vote by castingby the chair, provided that all monitoring

ballots shall be appointed by the chairman. The

personnel shall be shareholders of thisperson(s) checking the ballots shall be a

Corporation.

shareholder(s).

Vote counting for shareholders meeting

The result of voting shall be announced at the

proposals or elections shall be conducted in

Meeting and placed on record.

public at the place of the shareholders
meeting. Immediately after vote counting
has been completed, the results of thevoting, including the statistical tallies of thenumbers of votes, shall be announced on-siteat the meeting, and a record made of thevote.
Article 14：

I.

(New)

Same as the explanation

The election of directors at a shareholders

provided for Article 1.

meeting shall be held in accordance with the

II. This article newly includes

applicable election and appointment rules

provisions for the election of

adopted by this Corporation, and the voting

directors at a shareholders’results

meeting.

shall

be

announced

on-siteimmediately, including the names of thoseelected as directors and the numbers of votes
with which they were elected, and the namesof directors not elected and number of votes~45~

they received.
The ballots for the election referred to in thepreceding paragraph shall be sealed with thesignatures of the monitoring personnel andkept in proper custody for at least one year.
If, however, a shareholder files a lawsuit
pursuant to Article 189 of the Company Act,the ballots shall be retained until theconclusion of the litigation.
Article 15：

I.

(New)

Same as the explanation

Matters relating to the resolutions of aprovided for Article 1.

shareholders meeting shall be recorded in

II. This article newly includes

the meeting minutes. The meeting minutes

provisions for the meetingshall be signed or sealed by the chair of theminutes of a shareholders’meeting and a copy distributed to eachmeeting.

shareholder

within 20 days after theconclusion of the meeting. The meeting
minutes may be produced and distributed inelectronic form.
This Corporation may distribute the meeting
minutes of the preceding paragraph bymeans of a public announcement madethrough the MOPS.
The meeting minutes shall accurately record
the year, month, day, and place of themeeting, the chair's full name, the methodsby which resolutions were adopted, and asummary of the deliberations and theirvoting results (including the number ofvoting rights), and disclose the number ofvoting rights won by each candidate in theevent of an election of directors. The
minutes shall be retained for the duration of
the existence of this Corporation.
Article 16：

I.

(New)

Same as the explanation

On the day of a shareholders meeting, thisprovided for Article 1.

Corporation shall compile in the prescribed

II. This article newly includes

format a statistical statement of the number

provisions related to publicof shares obtained by solicitors throughannouncement.

~46~

solicitation and the number of shares
represented by proxies, and shall make anexpress disclosure of the same at the placeof the shareholders meeting.
If matters put to a resolution at ashareholders meeting constitute material
information

underapplicable

laws

or

regulations or under Taiwan Stock Exchange
Corporation regulations, this Corporation
shall upload the content of such resolution to
the MOPS within the prescribed time period.
Article 17：

Article 6：I.

Staff handling administrative affairs of a

Persons handling affairs of the Meeting shall

II. Same as the explanation

shareholders

wear identification cards or badges.

meeting

shall

wear

Revised the article number.

provided for Article 1.
III. The contents of originalidentification cards or arm bands.

Article 19：

The chair may direct the proctors or security

The chairman may conduct the disciplinary

Paragraph 2 of Article 6 andpersonnel to help maintain order at theofficers or the security guard to assist in

Article 19 of the Rules aremeeting place. When proctors or security

keeping order of the Meeting place. Suchcombined. The measures for

personnel help maintain order at the meeting

disciplinary officers or security guards shallmaintaining order at theplace, they shall wear an identification card

wear badges marked "Disciplinary Officers" formeeting place are newlyor armband bearing the word "Proctor."

identification purpose.

included and wordings arerevised accordingly.

At the place of a shareholders meeting, if ashareholder attempts to speak through any
device other than the public addressequipment set up by this Corporation, thechair may prevent the shareholder from sodoing.
When a shareholder violates the rules ofprocedure and defies the chair's correction,
obstructing the proceedings and refusing toheed calls to stop, the chair may direct theproctors or security personnel to escort theshareholder from the meeting.
Article 18：

Article 16：

I.

Revised the article number.

When a meeting is in progress, the chair

During the Meeting, the chairman may, at his

II. Same as the explanation

may announce a break based on time

discretion, set time for intermission.

provided for Article 1.

considerations. If a force majeure event

III. The provisions related to theoccurs, the chair may rule the meetingbreak for shareholders’temporarily suspended and announce a time

meeting or that to resume the~47~meeting are further specified.

when, in view of the circumstances, themeeting will be resumed.
If the meeting venue is no longer available
for continued use and not all of the items(including extraordinary motions) on themeeting agenda have been addressed, theshareholders meeting may adopt a resolution
to resume the meeting at another venue.
A

resolution

may

be

adoptedatashareholders meeting to defer or resume themeeting within five days in accordance with
Article 182 of the Company Act.
Article 19：

Article 20：

I.

These Rules shall take effect after having

These Rules and Procedures shall be effective

II. Revised wording.

been submitted to and approved by afrom the date it is approved by the Shareholders'shareholders

Meeting. The same applies in case of revision.

meeting.

Subsequent

amendments thereto shall be effected in thesame manner.

~48~

Revised the article number.

Attachment VI
TRANSCEND INFORMATION, INC.
COMPARISON TABLE FOR THE “PROCEDURES FOR ELECTION OF DIRECTOR”
Proposed Amendment

Currently in EffectExplanation

Article 6

Article 6

In accordance with the Rule No.

(Deleted)

If the candidate is a shareholder of thisFinancial- Supervisory-Securities-

Company, voters shall fill in the "candidate"Trading-1080311451 issued by thecolumnandFinancial Supervisory Committee onshareholder's number. If the candidate is not

April 25, 2019, all TWSE and TPExa shareholder of this Company, voters shalllisted companies shall adopt afill in the "candidate" column the candidate's

candidate nomination system for thename and the candidate's ID number. If theelection of directors and supervisors

candidate is a government agency or a legal

starting from 2021, and theentity, the full name of the government

shareholders shall elect the directors

agency or the legal entity or the name of theirfrom among the nominees listed in the

representative shall be filled in the column.

roster of candidates. Accordingly, theWhen there are several representatives, themethod of using the shareholder’sname of their representative must be filled in

number or national ID number tothe column, respectively.

identify the candidates’ identity is nothecandidate's

namelonger applicable; therefore, this article
is deleted.
Article 6

Article 7

The article number is revised due to the

A ballot is invalid under any of the

Ballots shall be deemed void under thedeletion of article 6.

following circumstances:
1~3. (Omitting)following conditions:1~3. (Omitting)

4. The candidate whose name is entered

4. If the candidate is a shareholder of thisIn accordance with the Rule No.

in the ballot does not conform to theCompany, the name or shareholder's

Financial- Supervisory-Securities-

director candidate list.

number of the candidate filled in the

Trading-1080311451 issued by theballot inconsistent with the shareholders'

Financial Supervisory Committee on

register. If the candidate is not a

April 25, 2019, all TWSE and TPEx

shareholder of this Company, the name orlisted companies shall adopt a

ID number of thecandidate nomination system for the

candidate filled in theballot is incorrect;

election of directors and supervisors

5. Other words or marks are entered in

5. Ballots with other written characters or

addition to the number of voting

symbols in addition to candidate's name,shareholders shall elect the directors

rights allotted.

shareholder's number (ID number) and thefrom among the nominees listed in thenumber of votes cast for the candidate;roster of candidates. Accordingly, the

6. Ballots not filled in the candidate's name~49~

starting from 2021, and thecontents of Subparagraph 4 and6. Two or more candidates filled in one
ballot.

or shareholder's number (ID number);

Subparagraph 5 of this article are

7. Two or more candidates filled in one

adjusted, and Subparagraph 6 isballot.

deleted. The original Subparagraph 7 isrevised to become Subparagraph 6.

Article 7

Article 8

The article number is revised due to the(Omitting)(Omitting)deletion of article 6.

Article 8

Article 9

The article number is revised due to the(Omitting)(Omitting)deletion of article 6.

Article 9

Article 10

The article number is revised due to the(Omitting)(Omitting)deletion of article 6.

Article 10

Article 11

The article number is revised due to the(Omitting)(Omitting)deletion of article 6.

Article 11

Article 12

The article number is revised due to the(Omitting)(Omitting)deletion of article 6.

~50~

Attachment VII
TRANSCEND INFORMATION, INC.
THE NOMINATION LIST OF DIRECTORS(NON-INDEPENDENT DIRECTOR)
Name

Shares

Education

Experience

Present position
Chief Executive Officer:- Transcend Information, Inc.
Chairman of the board of directors:- Taiwan IC Packaging Corporation
Director:- C-TECH Corporation

SHU,
CHUNG-

Department of Electrical Project Manager of
9,990,453 Engineering, National

WON

Cheng Kung University- Transcend Information Trading GmbH

Hewlett-Packard Development

Representative juristic person:

Company, L.P.

- WK Technology Fund VI Ltd.
- WK Technology Fund VII Ltd.
- WK Technology Fund VIII Ltd.
Supervisor:- Wan An Technology Inc.
President:- Transcend Information Trading GmbH
Chairman of the board of directors:- C-TECH Corporation- Cheng Chuan Technology Development
Inc.
- Shu Min Investment Inc.
Executive director:- Transcend Information (Shanghai), Ltd

Department of Civil
SHU,
CHUNG-- Transtech Trading (Shanghai) Co., Ltd.
6,244,098

Engineering, National

General Manager of Transcend

Taipei Institute ofInformation, Inc.

Director:

CHENG- Wan An Technology Inc.
Technology- Won Chin Investment Inc.
- Wan Min Investment Inc.
- Wan Chuan Investment Inc.
- Saffire Investment Ltd.
- Memhiro Pte. Ltd.
- Transcend Information (H.K.) Limited
Consultant:
~51~

Name

Shares

Education

Experience

Present position- Transcend Information, Inc.
- Taiwan IC Packaging Corporation

CHUI,

0

LI-CHUHSU,
CHIAHSIAN
CHEN,

Department of French,

Administrative officer of Ho Cheng

Tamkang University

Investment Inc.

Supervisor of Won Chin Investment Inc.

Department of Automatic
President of China area of
487,244 Control Engineering,Transcend Information, Inc.
Feng Chia University
0

PO-SHOU

Consultant of Transtech Trading (Shanghai)Co., Ltd.

San Jose State University Sales Director of Transcend

Sales Vice General Manager of Transcend

Economics

Information, Inc.

Information, Inc.

Master of Mechanical
WU,

0R&D Director of Transcend
Engineering, National

KUAN-DE

Factory Chief of Transcend Information, Inc.
Information, Inc.

Taiwan University(INDEPENDENT DIRECTOR)
Name

Shares

Education

Experience

Present position- Professor of Department of
Accounting, National Chung
Hsing University- Professor of Department of Accounting,- Library Curator and Vice
National Taipei University
President of National Taipei- Director of First Financial Holding Co. Ltd.
University- Chairman of Accounting Research and- Independent Director of Bestcom
Development Foundation
Infotech Corp.
- Chairman of the Trend Research- Independent Director of United
Foundation
Biopharma Inc.
WANG,
YI-HSIN

0

Ph.D, Accounting- Supervisor of Telecom Technology Center- President and Professional

University of Kentucky- Committee Member ofDevelopment Committee“Telecommunications Universal Services

Chairperson, Institute of Internal
Fund Management Committee”, National
Auditors-Chinese Taiwan
Communications Commission, Executive- Director and Member of
Yuan
Professional Ethics Committee- Director of Yu Da University of Scienceand International Relationshipand Technology
Committee, International Internal
Audit Association- Financial Officer of Asian
Alliance, International Internal
~52~

Name

Shares

Education

Experience

Present position

Audit Association- Committee Member of “Park
Operation Fund Supervisory
Management Committee”,
National Science Council,
Executive Yuan
- Committee Member of“Committee for Government
Accounting Standards”,
Directorate-General of Budget,
Accounting and Statistics,
Executive Yuan
- President of Symphox
Information Co., Ltd.
- President of China area of
Hewlett-Packard Development
Company, L.P.
- CFO of China area of
Hewlett-Packard Development
Company, L.P.
- Business Development Presidentof Asia area of Hewlett-Packard

CHEN,
YI-LIANG0-Master of Business

Development Company, L.P.

Administration,- Financial Vice President of

University of California

Taiwan area of Hewlett-Packard

at Los Angeles

Development Company, L.P.

- Director of Tai Hwa Oil Industrial Co., Ltd.

- Finance manager of Taiwan areaand Sales manager of southernarea of Hewlett-Packard
Development Company, L.P.
- Independent Director of Nano-Op
Co., Ltd.
- Director of Homeyen Networks.
Co., Ltd.
- Independent Director of Lextar
Electronics Corporation

~53~

Name

Shares

Education

Experience

Present position- Global Executive Vice Presidentof Diebold Inc.
- President of Asia-Pacific area ofDepartment of Business
CHEN,

0

Diebold Inc.
- Independent Director of Hitron

Administration, National - President of Great China Business

LO-MIN

Technologies Inc.
ChengChi University

division of Royal Philips- President of NCR China Co., Ltd.
- Vice President of Taiwan branchof NCR Corp.

~54~

Attachment VIII
TRANSCEND INFORMATION, INC.
THE CONCURRENT POSITIONS OF DIRECTORS
Category

Name

Concurrent Position■Chairman of Taiwan IC Packaging Corporation■Director of C-TECH Corporation

Director

SHU,■Representative juristic person of

CHUNG-WON- WK Technology Fund VI Ltd.
- WK Technology Fund VII Ltd.
- WK Technology Fund VIII Ltd.
■Chairman of- C-TECH Corporation- Cheng Chuan Technology Development Inc.
- Shu Min Investment Inc.

Director

SHU,■Director of

CHUNG-CHENG - Wan An Technology Inc.
- Won Chin Investment Inc.
- Wan Min Investment Inc.
- Wan Chuan Investment Inc.
■Consultant of Taiwan IC Packaging Corporation■Director of First Financial Holding Co. Ltd.
■Chairman of Accounting Research and Development Foundation■Chairman of the Trend Research Foundation

Independent
Director

WANG, YI-HSIN■Committee Member of “Telecommunications Universal Services Fund Management
Committee”, National Communications Commission, Executive Yuan
■Director of Yu Da University of Science and Technology

Independent
Director

CHEN, YI-LIANG ■Director of Tai Hwa Oil Industrial Co., Ltd.

Independent
Director

CHEN, LO-MIN■Independent Director of Hitron Technologies Inc.

~55~

APPENDIX I
TRANSCEND INFORMATION, INC.
RULES AND PROCEDURES OF SHAREHOLDERS’ MEETING (Before amendment)
Article 1:

Except for the regulation, regular Shareholders' Meeting of the Company (the "Meeting") shall be conducted inaccordance with these Rules and Procedures.

Article 2:

An attendance book shall be prepared for signing in of the attended shareholders in the Shareholders' Meeting, or
attended shareholders shall submit the attendance card for the purpose of signing in.
The number of shares represented by attended shareholders shall be calculated in accordance with the attendance booksigning by the shareholders and the attendance cards submitted by the shareholders.

Article 3:

The attendance and voting of Shareholders' Meeting shall be calculated based on the shares.

Article 4:

The Meeting shall be held at the head office of the Company or at any other appropriate place that is convenient for theshareholders to attend. The time to start the Meeting shall not be earlier than 9:00 a.m. or later than 3:00 p.m.

Article 5:

The Chairman of the Board of Directors shall be the chairman presiding at the Meeting in the case that the Meeting isconvened by the Board of Directors. If, for any reason, the Chairman of the Board of Directors cannot preside at the
Meeting, the Vice Chairman of the Board of Directors shall preside at the Meeting. If, no Vice Chairman or for any
reason, the Vice Chairman of the Board of Directors cannot preside at the Meeting, the chairman may designate one
managing director to do so on the chairman's behalf. If there is no managing director, the chairman may designate one
director to preside at the Meeting. If the chairman does not designate a representative, the managing directors ordirectors shall mutually select a chair from among themselves.
If the Meeting is convened by any other person entitled to convene the Meeting, such person shall be the chairman topreside at the Meeting. When two or more parties meet this description, they shall mutually select a chair from among
themselves.

Article 6:

The Company may appoint designated counsel, CPA or other related persons to attend the Meeting.
Persons handling affairs of the Meeting shall wear identification cards or badges.

Article 7:

The process of the Meeting shall be tape-recorded or videotaped and these tapes shall be preserved for at least one year.

Article 8:

Chairman shall call the Meeting to order at the time scheduled for the Meeting. If the number of shares represented by
the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, thechairman may postpone the time for the Meeting. The postponements shall be limited to two times at the most andMeeting shall not be postponed for longer than one hour in the aggregate. If after two postponements no quorum can yet
be constituted but the shareholders present at the Meeting represent more than one - third of the total outstanding shares,
tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Law of the Republic of~56~

China.
If during the process of the Meeting the number of outstanding shares represented by the shareholders present becomes
sufficient to constitute the quorum, the chairman may submit the tentative resolutions to the Meeting for approval inaccordance with Article 174 of the Company Law of the Republic of China.

Article 9:

The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the Board of Directors.
Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the agenda.
The above provision applies mutatis mutandis to cases where the Meeting is convened by any person, other than the
Board of Directors, entitled to convene such Meeting.
Unless otherwise resolved at the Meeting, the chairman cannot announce adjournment of the Meeting before all the
discussion items (including special motions) listed in the agenda are resolved.
The shareholders cannot designate any other person as chairman and continue the Meeting in the same or other place
after the Meeting is adjourned. However, in the event that the Chairman adjourns the Meeting in violation of these Rules
and Procedures, the shareholders may designate, by a majority of votes represented by attended shareholders, one person
as chairman to continue the Meeting.

Article 10: When a shareholder present at the Meeting wishes to speak, a Speech Note should be filled out with summary of the
speech, the shareholder's number (or the number of Attendance Card) and the name of the shareholder. The sequence ofspeeches by shareholders should be decided by the chairman.
If any shareholder present at the Meeting submits a Speech Note but does not speak, no speech should be deemed tohave been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with thecontents of the Speech Note, the contents of actual speech shall prevail.
Unless otherwise permitted by the chairman and the shareholder in speaking, no shareholder shall interrupt the speechesof the other shareholders, otherwise the chairman shall stop such interruption.

Article 11: Unless otherwise permitted by the chairman, each shareholder shall not, for each discussion item, speak more than twotimes (each time not exceeding 5 minutes).
In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, thechairman may stop the speech of such shareholder.

Article 12: Any legal entity designated as proxy by a shareholder(s) to be present at the Meeting may appoint only one
representative to attend the Meeting.
If a corporate shareholder designates two or more representatives to attend the Meeting, only one representative canspeak for each discussion item.

Article 13: After the speech of a shareholder, the chairman may respond himself/herself or appoint an appropriate person to
respond.

Article 14: The chairman may announce to end the discussion of any resolution and go into voting if the Chairman deems it~57~

appropriate.

Article 15: The person(s) to check and the person(s) to record the ballots during a vote by casting ballots shall be appointed by thechairman. The person(s) checking the ballots shall be a shareholder(s).
The result of voting shall be announced at the Meeting and placed on record.

Article 16: During the Meeting, the chairman may, at his discretion, set time for intermission.

Article 17: Except otherwise specified in the Company Law or the Articles of Incorporation of the Company, a resolution shall be
adopted by a majority of the votes represented by the shareholders present at the Meeting.
The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if noobjection is voiced after solicitation by the chairman.

Article 18: If there is amendment to or substitute for a discussion item, the chairman shall decide the sequence of voting for suchdiscussion item, the amendment or the substitute. If any one of them has been adopted, the others shall be deemedvetoed and no further voting is necessary.

Article 19: The chairman may conduct the disciplinary officers or the security guard to assist in keeping order of the Meeting place.
Such disciplinary officers or security guards shall wear badges marked "Disciplinary Officers" for identification
purpose.

Article 20: These Rules and Procedures shall be effective from the date it is approved by the Shareholders' Meeting. The same
applies in case of revision.

~58~

APPENDIX II
TRANSCEND INFORMATION, INC.
ARTICLES OF INCORPORATION
Section I - General Provisions
Article 1：The Corporation shall be incorporated, as a company limited by shares, under the Company Law of the Republic of China,
and its name shall be 創見資訊股份有限公司 in the Chinese language, and Transcend Information, Inc. in the English
language.

Article 2：The scope of business of the Corporation shall be as follows:
1.

CC01110 Computers and Computing Peripheral Equipments Manufacturing2.

CC01120 Data Storage Media Manufacturing and Duplicating

3.

F113050 Wholesale of Computing and Business Machinery Equipment

4.

F118010 Wholesale of Computer Software

5.

F119010 Wholesale of Electronic Materials

6.

F401010 International Trade

7.

I301010 Software Design Services

8.

CC01080 Electronic Parts and Components Manufacturing

9.

F401021 Restrained Telecom Radio Frequency Equipments and Materials Import

10. CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing
11. ZZ99999 In addition to licensing business, business law may prohibit or restrict non-business.

Article 3：The Corporation shall have its head office in Taipei City, Taiwan, Republic of China, and shall be free, upon the
resolutions of Board of Directors to set up branch offices in Republic of China and abroad wherever and whenever the
Corporation deems it necessary or advisable to carry out any or all of its activities.
Article 4：The total amount of the Corporation’s reinvestment shall not be subject to the restriction of not more than forty percent of
the Corporation’s paid-up capital as provided in the Company Law but shall not be more than the Corporation’s paid-up
capital. The Corporation may provide endorsement and guarantee and act as a guarantor. Any matters regarding thereinvestment shall be resolved in accordance with the resolutions of the Board of Directors.

Article 5：Public announcements of the Corporation shall be made in accordance with the Article 28 of the Company Act.

Section II - Capital Stock
Article 6：The total capital stock of the Corporation shall be in the amount of 5,000,000,000 New Taiwan Dollars, divided into
500,000,000 shares, at ten New Taiwan Dollars each. The Board of directors is authorized to issue the shares in separate
installments as required. A total of 25,000,000 shares among the above total capital stock should be reserved for issuing
employee stock options. The Board of directors is authorized to issue employee stock options from time to time.
~59~Article 6-1：If the Corporation issue employee stock options on the exercise price under the market price, it shall be issued after the
resolution of the Shareholders’ meetings in accordance with relevant rules and regulations of the Republic of China.
Employees, including the employees of parents or subsidiaries of the company meeting certain specific requirements,
are entitled to receive employee stock options. Such specific requirements shall be prescribed by the board of directors.

Article 6-2：The Corporation may issue shares without printing share certificate(s), but shares issued shall be registered with asecurities depository enterprise.
Article 7：All stock transaction conducted by shareholders of the Corporation shall follow the “Guidelines for Stock Operations for
Public Companies”.

Article 8：Registration for transfer of shares shall be suspended 60 days immediately before the date of regular meeting ofshareholders, and 30 days immediately before the date of any special meeting of shareholders, or within 5 days before theday on which dividend, bonus, or any other benefit is scheduled to be paid by the Corporation.

Article 8-1：When the Company issue new shares, employees who are entitled to subscribe for new shares include employees ofparent or subsidiaries of the Company meeting certain specific requirements.
When the Company issue restricted stocks, employees who are entitled to receive restricted stock include employees ofparent or subsidiaries of the Company meeting certain specific requirements.
When the Company buy back stocks to transfer to employees, employees who are entitled to receive buyback stocks
include employees of parent or subsidiaries of the Company meeting certain specific requirements.

Section III - Shareholders’ meetings
Article 9：Shareholders’ meetings of the Corporation are of two types, namely: (1) regular meetings and (2) special meetings.
Regular meetings shall be convened at least once a year, and within 6 months after the close of each fiscal year.
Special meetings shall be convened in accordance with applicable laws and regulations whenever necessary. Written
notices shall be sent to all shareholders, at least 30 days in advance; and at least 15 days in advance, in case of special
meetings.

Article 10：If a shareholder is unable to attend a meeting, he/she may appoint a proxy to attend it by using the proxy form issued by
the Company and specifying the scope of proxy. Shareholder attendance by proxy shall be subject to the Company Law
and also to the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies
issued by the competent authority.

Article 11：Each share of stock shall be entitled to one vote.

Article 12：Except as provided in the Company Law of the Republic of China, shareholders’meetings may be held if attended by~60~

shareholders more than one half of the total issued and outstanding capital stock of the Corporation, and resolutions
shall be adopted at the meeting with the concurrence of a majority of the votes held by shareholders present at themeeting. Pursuant to Article 177-1 of the Company Act, the shareholders may vote via written form or an electronic
voting system, and the manner or voting shall be clearly stated in each meeting notice.

Section IV - Directors
Article 13：The Corporation shall have seven to eleven Directors. The Board of Directors is authorized to determine the number of
Directors, to be elected by the shareholders meeting from among candidates with legal capacity. The term of office for
Directors shall be 3 years, and all Directors shall be eligible for re-election. Once the term of office is expired and it
can’t elect directors immediately, directors can extend and continue the performance of their duties until the election of
directors to take office. The aggregate shareholding percentages of the entire bodies of directors shall comply with theregulations prescribed by the securities supervisory authorities. The board of directors is authorized to resolve the rates
of directors’ remuneration based on the extent of their participation in the Company’s business operations or value of
their contribution, at a level consistent with general practices in the industry.
The company shall acquire liability insurance for all directors within their term of office, and report to Board at the next
board meeting.

Article 13-1：To harmonize with Article 14-2 of the Securities and Exchange Act, there shall be at least three independent directors
among the Company's directors. A candidate nomination system shall be adopted, and the shareholders meeting shallelect all directors (including independent directors) from among those listed on the slate of director candidates. The
relevant regulations of the competent securities authority shall be followed regarding the professional qualifications,shareholding, moonlighting restrictions, nomination and election, and other compliance requirements regarding
independent directors.

Article 13-2：In compliance with Articles 14-4 of the ROC Securities and Exchange Law, the Corporation shall establish an Audit
Committee, which shall consist of all independent directors. The Audit Committee shall exercise their functions inaccordance with the ROC Company Law, Securities and Exchange Law, other relevant regulations and the procedure ofcorporation.

Article 13-3：(Deleted)

Article 14：The board of directors shall consist of the directors of the company, and the chairman of the board of directors shall beelected from among the directors by a majority of directors in attendance at a meeting attended by at least two-thirds ofthe directors. The chairman of the board of directors shall represent the Company in external matters. The board of
director may set up any functional committee.

Article 15：Board of Directors Meetings shall be convened by the Chairman of the Board of Directors. Except as otherwise provided
in the Company Act, resolutions of the Board of Directors shall be adopted by a majority of the directors at a meeting
attended by a majority of the directors.
~61~

Article 15-1：Each director shall be given at least 7 days advance notice of the convening of a board of directors meeting of the
Corporation. In emergency circumstances, however, a meeting may be convinced on shorter notice. The meeting noticereferred to in the preceding paragraph shall specify the reasons for convening the meeting, and shall be made in writing,by e-mail, or by facsimile.

Article 16：The Chairman of the Board of Directors shall preside over all meetings of the Board of Directors. If the Chairman of theBoard of Directors is on leave or cannot exercise powers or perform duties for any reason, an acting chairman shall be
designated in accordance with Article 208 of the Company Act. Directors shall attend meetings of the board of directors
in person. If a director is unavailable to attend a meeting in person, the director may appoint a proxy for the given
meeting specifying the scope of the authorized powers to authorize another director to attend the meeting on the
director's behalf, provided that a director may represent only one other director at a meeting.

Article 17：Duties of the Board of the Directors are as follows:1.

To propose concerning appropriation of net profits or covering of losses.

2.

To propose increasing or decreasing capital3.

To establish or dissolve branches

4.

To approve budget and final reports

5.

Other duties in accordance with Company Act or given by the resolution of shareholders’meeting

Article 18：(Deleted)

Article 19：(Deleted)

Section V - Managerial Officers
Article 20：The Company may have managerial officers, whose appointment, dismissal, and remuneration shall be handled inaccordance with Article 29 of the Company Act.

Section VI - Accounting
Article 21：After the close of each fiscal year, the Board of Directors shall prepare 1.Business Report 2. Financial Statements and3.Proposal Concerning Appropriation of Net Profits or Covering of Losses, and submitted to the regular shareholders’meeting for acceptance:

Article 22：If the Company has earnings after the annual final accounting, it shall pay remuneration to employees at the minimum of
1% of the profit, and pay remuneration to directors at the maximum of 0.2% of the profit. However, the Company's
accumulated losses shall have been covered.
Employees’ remuneration could be paid by cash or stock. Employees shall mean the employees of parent or subsidiariesof the company meeting certain specific requirements. Such specific requirements shall be prescribed by the board of~62~

directors.

Article 22-1：If the Company has earnings after the annual final accounting, it shall be allocated in the following order:
1. To pay taxes.
2. To cover accumulated losses, if any.
3. To appropriate 10% legal reserve unless the total legal reserve accumulated has already reached the amount of theCompany’s authorized capital.
4. To appropriate or reverse special reserve in accordance with the regulations
5. To reserve certain amount, on the premise that there is no effect on the Company’s normal operations and no
violation of regulations, for maintaining stability of dividends.
6. For any remainder, adding on accumulated unappropriated retained earnings, the board of directors shall propose theearnings distribution proposal and shall handle in accordance with the following provision: the board of directors is
authorized to distribute dividends and bonuses or legal reserve and capital reserve in whole or in part which be paidin cash after a resolution has been adopted by a majority vote at a meeting of the board of directors attended by
two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted tothe shareholders’ meeting in accordance with Section 5 of Article 240 and Article 241 of the Company Act. In caseof the dividends and bonuses or legal reserve and capital reserve in whole or in part be distributed in the form of
new shares to be issued by the company, shall be proposed to the shareholders' meeting for review and approval by aresolution in accordance with Article 240 of the Company Act.
Regarding the special reserve under subparagraphs 4, the Company shall set aside special reserve, equal to the debit
balance which happens at the current year on other equity items (including unrealized loss on financial instrument,
cumulative translation adjustment, and unrecognized pension cost, which can be combined if there are unrealized gain.),from the current earnings after tax and unappropriated retained earnings prior year. If the debit balance is cumulative
before, the Company shall set aside special reserve not to distribute it from the unappropriated retained earnings prioryear. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the
distributable earnings.

Article 22-2：The Company distributes dividends taking into consideration the Company's economic environment and growth phases,
future demands of funds, long-term financial planning, and the cash flows that the stockholders desire. Cash dividends
shall account for at least 5% of the total dividend distributed.

Section VII - Supplementary Provisions
Article 23：In regard to all matters not provided for in these Articles of Incorporation, the Company Act of the Republic of China
shall govern.

Article 24：These Articles of Incorporation were adopted on August 23, 1989.
The first amendment was made on January 28, 1991.
The second amendment was made on May 25, 1992.
The third amendment was made on September 1, 1992.
~63~

The fourth amendment was made on July 30, 1994.
The fifth amendment was made on June 8, 1995.
The sixth amendment was made on July 8, 1997.
The seventh amendment was made on August 15, 1997.
The eighth amendment was made on September 12, 1997.
The ninth amendment was made on June 20, 1998.
The 10th amendment was made on September 15, 1998.
The 11th amendment was made on June 12, 1999.
The 12th amendment was made on April 15, 2000.
The 13th amendment was made on April 9, 2001.
The 14th amendment was made on June 10, 2002.
The 15th amendment was made on June 3, 2003.
The 16th amendment was made on June 11, 2004.
The 17th amendment was made on June 13, 2005.
The 18th amendment was made on June 14, 2006.
The 19th amendment was made on June 11, 2007.
The 20th amendment was made on June 13, 2008.
The 21st amendment was made on June 16, 2009.
The 22nd amendment was made on June 17, 2010.
The 23rd amendment was made on June 10, 2011.
The 24th amendment was made on January 5, 2012.
The 25th amendment was made on June 13, 2013.
The 26th amendment was made on June 12, 2014.
The 27th amendment was made on June 14, 2016.
The 28th amendment was made on June 12, 2019.
The 29th amendment was made on June 19, 2020.

Transcend Information, Inc.
Chairman: Shu, Chung-Won~64~

APPENDIX III
TRANSCEND INFORMATION, INC.
PROCEDURES FOR ELECTION OF DIRECTOR (Before amendment)
Article 1:

Elections of directors shall be conducted in accordance with these Procedures. Elections of directors at this Corporation
shall be conducted in accordance with the candidate nomination system, carefully review the qualifications of anominated candidate and the existence of any other matters set forth in Article 30 of the Company Act, and act inaccordance with Article 192-1 of the Company Act. The professional qualifications, restrictions on both shareholding
and concurrent positions held, determination of independence, method of nomination and other requirements withregard to the independent directors shall be set forth in accordance with the Securities and Exchange Act, theRegulations Governing Appointment of Independent Directors and Compliance Matter for Public Companies, and therules and regulations of the Taiwan Stock Exchange.

Article 2:

In the election of directors of this Company, each share shall have voting rights equivalent to the number of seats to beelected and such voting rights can be combined to vote for one person or divided to vote for several persons. The
election of independent directors and non-independent directors shall be held together; provided, however, that the
number of independent directors and non-independent directors elected shall be calculated separately.

Article 3:

The Board of Directors shall prepare ballots equivalent to the number of seats to be elected and note the number ofvoting rights to distribute to the attended shareholders.

Article 4:

Before the election, the Chairman shall appoint several persons each to check and record the ballots to carry out related
duties.

Article 5:

In the election of directors of this Company, the ballot box used for voting shall be prepared by Board of Directors andchecked in public by the person to check the ballots before voting.

Article 6:

If the candidate is a shareholder of this Company, voters shall fill in the "candidate" column the candidate's name andshareholder's number. If the candidate is not a shareholder of this Company, voters shall fill in the "candidate" column
the candidate's name and the candidate's ID number. If the candidate is a government agency or a legal entity, the fullname of the government agency or the legal entity or the name of their representative shall be filled in the column.
When there are several representatives, the name of their representative must be filled in the column, respectively.

Article 7:

Ballots shall be deemed void under the following conditions:
1. Ballots not prepared in accordance with the rules;
2. Blank ballots placed in the ballot box;
3. Illegible writing or altered ballots;
4. If the candidate is a shareholder of this Company, the name or shareholder's number of the candidate filled in the~65~ballot inconsistent with the shareholders' register. If the candidate is not a shareholder of this Company, the name or
ID number of the candidate filled in the ballot is incorrect;
5. Ballots with other written characters or symbols in addition to candidate's name, shareholder's number (ID number)and the number of votes cast for the candidate;
6. Ballots not filled in the candidate's name or shareholder's number (ID number);
7. Two or more candidates filled in one ballot.

Article 8:

In the election of directors equal to the number stated in the Article of Incorporation of this Company, candidates who
acquire more votes sequentially should win the seats of directors. If two or more persons acquire the same number ofvotes and the number of such persons exceeds the specified seats available, such persons acquiring the same votes shalldraw lots to decide who should win the seats available, and the Chairman shall draw lots on behalf of the candidate who
is not present. If the director elected was checked that his/ her personal information is un-conformed or he/ she is notapplied for related regulations, the position left vacant by such decision shall be filled by the candidate with the next
highest number of votes in the original election.

Article 9:

The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, shallbe announced by the chair on the site.
The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring
personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article
189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 10: This Company shall issue notifications to the directors elected.

Article 11: Matters on which these Bylaws are silent shall be handled in accordance with the Articles of Incorporation of the
Corporation, the Company Act, and applicable laws and regulations.

Article 12: These Rules shall be effective from the date it is approved by the Shareholders' Meeting. The same applies in case ofrevision.

~66~

APPENDIX IV
TRANSCEND INFORMATION, INC.
SHAREHOLDINGS OF ALL DIRECTORS
1. Minimum Required Shareholding and Shareholding of all Directors:
Minimum Required
Title
Shareholding by all Directors
Directors

Current Shareholding (Shares)
16,721,795

16,000,000

Note 1: The period of Book closure is from April 19, 2021 to June 17, 2021.
Note 2: The Company has three independent directors, and the minimum required shareholding by all
Directors except for independent directors is downsized to 80% of the minimum required based on
Article 2, paragraph 2 of “Rules and Review Procedures for Director and Supervisor ShareOwnership Ratios at Public Companies”.
2. Company’s current Directors’ shareholding are as follows on April 19, 2021:
Title
Chairman

Name

Current Shareholding (Shares)

SHU, CHUNG-WON

9,990,453

Director

SHU, CHUNG-CHENG

6,244,098

Director

CHUI, LI-CHU

0

Director

HSU, CHIA-HSIAN

487,244

Director

WANG, JEN-MING

0

Director

LI, TSENG-HO

0

Independent Director

CHEN, YI-LIANG

0

Independent Director

CHEN, LO-MIN

0

Independent Director

WANG, YI-HSIN

0

Total

16,721,795~67~