創見資訊股份有限公司
Transcend Information, Inc.

Handbook for the 2024 Annual Regular
Shareholders’ Meeting

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.

Transcend Information, Inc.
Handbook for the 2024 Annual Regular Shareholders’ Meeting
TABLE OF CONTENTSMEETING PROCEDURE .................................................................................................................... 1
MEETING AGENDA ............................................................................................................................ 2
REPORT ITEMS ................................................................................................................................. 3
PROPOSED ITEMS ............................................................................................................................ 5
DISCUSSION AND ELECTION ITEMS .......................................................................................... 7
OTHER BUSINESS AND SPECIAL MOTION ............................................................................... 8
ATTACHMENT
I：BUSINESS REPORT ...................................................................................................................... 9
II：AUDIT COMMITTEE’S REVIEW REPORT ......................................................................... 11
III：2023 PARENT COMPANY ONLY FINANCIAL STATEMENTS AND INDEPENDENTAUDITORS’ REPORT ....................................................................................................... 12
IV：2023 CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’REPORT .............................................................................................................................. 21
V：COMPARISON TABLE FOR THE “RULES AND PROCEDURES OF SHAREHOLDERS’MEETING” ......................................................................................................................... 31
VI：THE NOMINATION LIST OF DIRECTORS ........................................................................ 33
VII：THE CONCURRENT POSITIONS OF DIRECTORS ........................................................ 37

APPENDIX
I：RULES AND PROCEDURES OF SHAREHOLDERS’ MEETING (BEFORE AMENDMENT) ... 39
II：ARTICLES OF INCORPORATION ......................................................................................... 46
III：PROCEDURES FOR ELECTION OF DIRECTOR ............................................................. 52
IV：SHAREHOLDINGS OF ALL DIRECTORS .......................................................................... 54

Transcend Information, Inc.
2024 ANNUAL REGULAR SHAREHOLDERS’ MEETING PROCEDURE

1. Call the Meeting to Order
2. Chairman's Remarks
3. Report Items
4. Proposed Items
5. Discussion and Election Items
6. Other Business and Special Motion
7. Meeting Adjourned–1–Transcend Information, Inc.
2024 ANNUAL REGULAR SHAREHOLDERS’ MEETING AGENDA(Translation)
Meeting Type: Physical shareholders meeting
Time: 9:00 a.m., Friday, June 21, 2024
Place: 1F, No. 70, XingZhong Rd., NeiHu Dist., Taipei 114, Taiwan (Transcend Information, Inc.)
Chairman's Remarks
I. Report Items(1) To report the business of 2023.
(2) Audit Committee’s Review Report.
(3) To report 2023 employees’ profit sharing bonus and directors’ compensation.
(4) The status of endorsements and guarantees provided by the Company.
(5) Cash distribution from 2023 retained earnings.
(6) Cash distribution from capital surplus.
II. Proposed Items(1) Adoption of 2023 Business Report and Financial Statements.
(2) Adoption of the proposal for distribution of 2023 earnings.
III. Discussion and Election Items(1) To approve the amendments to “Rules and Procedures of Shareholders’ Meeting”.
(2) Election of directors.
(3) To release the prohibition on directors from participation in competing business.
IV. Other Business and Special Motion
V. Meeting Adjourned–2–

I. Report Items(1) To report the business of 2023.
Explanatory Notes:
Please refer to page 9 to 10 for Attachment I.
(2) Audit Committee’s Review Report.
Explanatory Notes:
Please refer to page 11 for Attachment II.
(3) To report 2023 employees’ profit sharing bonus and directors’ compensation.
Explanatory Notes:
A. The remuneration of 2023 profit to employees would be NT$ 24,962,283 (distributed in cash);and that to directors would be NT$ 2,300,000.
B. The estimated remuneration to employees is NT$ 25,696,351 and the different amount should
be NT$ 734,068; the estimated remuneration to directors is NT$ 0 and the different amountshould be NT$ 2,300,000.
C. The difference will be taken as a change in accounting estimate and adjusted in profit or loss
for 2024.
(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 2023. Pursuant
to the Company’s “Procedures for Endorsements and Guarantees”, the limit of guarantee was NT$
7,468,568 thousands (approximate JPY 35,700,000 thousands).
(5) Cash distribution from 2023 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 2023 earnings, the Company will distribute cash dividend of NT$
1,930,777,538 (NT$4.50 per share).
C. Please refer to page 6 for the chart of 2023 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–3–

will be rounded down to NT$1 (any amount under NT$1 will be discarded), and the remaining
fraction will be incorporated into other revenues of the Company.
E. To avoid the change in the total amount of common shares outstanding resulting from buybackof company shares, or transfer or cancellation of treasury stock, it is proposed that the
Chairman of the Board be authorized to adjust the cash to be distributed to each commonshare.
(6) Cash distribution from capital surplus.
Explanatory Notes:
A. To comply with Article 241 of the Company Act and Article 22-1 of the Company’s Articles
of Incorporation, the board of directors is authorized to distribute capital surplus in whole or inpart that may be paid in cash after a resolution has been adopted by a majority vote at a
meeting of the board of directors attended by two-thirds of the total number of directors.
B. The capital surplus derived from the issuance of new shares at a premium totaling NT$
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.

–4–

II. Proposed Items(1) Adoption of 2023 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 2023 have been audited by independent auditors, Mr. Chin-Chang
Chen and Mr. Lin, Yi-Fan, of the Pricewaterhouse Coopers.
B. The Business Report, Independent Auditors’ Report and Financial Statements are hereby also
attached. (Please refer to page 9 to 10 for Attachment I, and page 12 to 30 for Attachment III
and IV)
C. It is submitted for ratification.
Resolution:(2) Adoption of the proposal for distribution of 2023 earnings.
(Proposed by the Board of Directors)
Explanatory Notes:
A. To appropriate legal reserve and special reserve from 2023 earnings in accordance with theregulations.
B. Please refer to page 6 for the chart of 2023 earnings distribution.
C. It is submitted for ratification.
Resolution:–5–

Transcend Information, Inc.
The Chart of 2023 Earnings Distribution
For the year ended December 31, 2023
(Expressed in New Taiwan dollar)
Item

AmountUnappropriated retained earnings at beginning

4,508,949,374

Add: Adjustment on unappropriated earnings for 2023

8,544,002

Adjusted unappropriated retained earnings

4,517,493,376

Add: Net income for 2023

1,984,834,817

Less: Legal reserve (10%)(199,337,882)

Add: Reversal of Special reserve

127,453,351

Retained earnings available for appropriation as ofDecember 31, 2023
Less: Items of distribution Cash dividend to shareholders
Unappropriated retained earnings at end

Chairman: Shu, Chung-Won

Remarks

6,430,443,662(1,930,777,538)

Cash dividend(NT$4.50 per share)

4,499,666,124

General Manager: Shu, Chung-Won–6–

Accounting Supervisor: Chi, Wen Hui

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 amendment of “Regulations Governing the Documents and Compliance
Matters in Public Companies’ Shareholders’ Meeting Handbooks” made by Financial
Supervisory Commission, the Company hereby proposes amendments to “Rules andProcedures of Shareholders’ Meeting”.
B. Please refer to page 31 to 32 for Attachment V: the comparison table for the “Rules andProcedures of Shareholders’ Meeting”.
C. It is submitted for approval.
Resolution:(2) Election of directors.
(Proposed by the Board of Directors)
Explanatory Notes:
A. Three-year term of the current directors started from August 26, 2021 and concluded on
August 25, 2024. To comply with Article 199-1 of the Company Act, and the term of office
for all current directors will end upon the election of new directors.
B. The shareholders’ meeting shall elect 9 directors (including 4 independent directors).
Three-year term of the new directors will start from June 21, 2024 and conclude on June 20,
2027.
C. According to the regulations and Articles of Incorporate, a candidate nomination system shallbe adopted. Please refer to page 33 to 36 for Attachment VI: the Nomination List of Directors.
D. It is submitted for election.
Voting by Poll:(3) 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.

–7–

B. Please refer to page 37 to 38 for Attachment VII: the Concurrent Positions of Directors.
C. It is submitted for approval.
Resolution:

IV. Other Business and Special Motion

V. Meeting Adjourned–8–Attachment I

TRANSCEND INFORMATION, INC.
BUSINESS REPORT
Looking back on 2023 from a global perspective, the memory market continued the downward trend ineconomic conditions from 2022, with the overall situation remaining severe and market performanceremaining weak. Major memory manufacturers were still under inventory pressure, and production
capacity showed a contracting situation. During this economic downturn, Transcend continued toflexibly adjust its inventory management policies and procurement strategies, coupled with a highly
efficient production model, to meet customer order demands, thereby maintaining a high gross profit
margin performance. Starting from the fourth quarter of 2023, the effects of inventory depletion andproduction cuts gradually became apparent, and DRAM and NAND FLASH prices showed an upward
trend. In this rapidly changing memory market, Transcend adhered to its consistent prudent operating
strategy, continuing to deepen its roots in existing sales channels, timely launching new products,
enriching product diversity to enhance customer satisfaction, and strengthening brand value. The
Company also continuously sought breakthroughs in industrial application fields, satisfying customer
needs through comprehensive R&D capabilities, and establishing long-term mutually beneficial
cooperative models through its professional sales team. Transcend will continue to grow and thrive.
We would like to express our gratitude to our shareholders, customers, suppliers and employees foryour long-term support and encouragement of Transcend.
For the year of 2023, the consolidated revenue of Transcend reached NT$10.5 billion, the consolidated
gross profit was NT$3.04 billion, and the gross margin rate was 29%; the consolidated operating
income was NT$1.89 billion, the net income before tax was NT$2.47 billion and the net income after
tax was NT$1.98 billion. Based on the calculation of the share capital of the weighted average numberof shares outstanding of NT$4.3 billion, the EPS was NT$4.63.
Facing diverse market demands, as a leading brand in a Taiwanese industry, Transcend continues topursue product innovation and R&D technology improvements, providing customers with high-quality
products and services, which is the driving force behind the Company’s growth and progress. In 2023,
we launched industrial-grade DDR5 5600 memory modules, creating low-power, high-performance,
low-latency, and highly reliable embedded solutions. In the consumer market, we introduced the
ESD310 dual-interface portable SSD and the ESD300 series of Type-C high-speed mini portable SSDs,
offering consumers diverse choices to meet their different needs. Our strategic product was the
DrivePro Body 70 wearable camera designed for professionals, featuring durability, convenience, andefficiency. Thanks to years of commitment to brand management, Transcend has received numerous
honors and awards for our outstanding R&D design, product quality, and brand image. This year,
Transcend was honored as one of the “Top 25 International Brands in Taiwan” for the 17th
consecutive year. The ESD310C dual-interface portable SSD and DrivePro Body 70 wearable camera
were also recognized by the “2024 Taiwan Excellence Award.”–9–In addition to focusing on the core business operations, Transcend also strives to contribute corporate
resources by long-term sponsorship of youth sports events, including HBL and HVL, earning the“Sports Promoter Award” from the Sports Administration of the Ministry of Education for ten
consecutive years, demonstrating Transcend’s achievements in fostering youth sports. Furthermore, tofully support the development of youth baseball in Taiwan, Transcend launched the “Rural Baseball
Seeds Project” eight years ago, aiming to enable underprivileged young players in rural areas to pursue
their baseball dreams. Transcend hopes that by combining business with sports, more people will pay
attention to youth sports events and contribute to the physical and mental well-being of the next
generation.
Looking forward to 2024, it is expected that the memory market will recover from the slump of 2023
and experience a year of robust development. The benefits of inventory adjustments will drive
continued increases in DRAM and NAND FLASH prices, while reduced production capacity and arebound in consumer demand will restore a healthy overall supply-demand balance. Facing dramatic
cyclical changes in the industry, Transcend continues to flexibly adjust the business strategies ofvarious departments within the organization. It also appropriately plans its assets in accordance withthe overall economic environment, enabling it to maintain stable profitability. In the future, we will
seize opportunities, continuously strengthen our professional capabilities, implement efficientmanagement, and expand our customer base while introducing new areas of expertise. We believe thiswill bring a new wave of growth momentum. At the same time, sustainable development is also an
issue that Transcend attaches great importance to. In addition to developing memory module productsthat reduce energy consumption, we have also adopted environmentally friendly packaging
consumables to continue to contribute to sustainable development. We look forward to your continuingcare and support for the Company and appreciate your valuable comments and feedback. We willcontinue to seek innovations and breakthroughs, delivering ever more remarkable performance in allareas.
Chairman：Shu, Chung-Won
General Manager：Shu, Chung-Won
Accounting Supervisor：Chi, Wen Hui–10–

Attachment II

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2023 Business Report, Financial Statements andEarnings Distribution Proposal. Transcend Corporation’s Financial Statements have been audited andcertified by Mr. Chin-Chang Chen and Mr. Lin, Yi-Fan, the CPA of the Pricewaterhouse Coopers. The
Business Report, Financial Statements and Earnings Distribution Proposal have been reviewed andconsidered to be complied with relevant rules by the undersigned, the audit committee of Transcend
Corporation. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of theCompany Act, we hereby submit this report.

The Audit Committee of Transcend Information, Inc.

Chairman of the Audit Committee: WANG, YI-HSIN

February 29, 2024

–11–

Attachment III
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR 23000329
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.
(the “Company”) as at December 31, 2023 and 2022, and the related parent company only statementsof 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 material 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, 2023 and 2022, and its
financial performance and its cash flows for the years then ended in accordance with the Regulations
Governing the Preparation of Financial Reports by Securities Issuers.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit andAttestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic ofChina. Our responsibilities under those standards are further described in the Independent Auditors’
responsibilities for the audit of the parent company only financial statements section of our report. We
are independent of 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 inaccordance with these requirements. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our opinion.
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 2023 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 2023 parent company only financial statements are stated asfollows:

Valuation of inventories
Description
Refer to Notes 4(13), 5(2) and 6(5) to the parent company only financial statements for the information–12–

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 valuation of inventories has been identified as one of the key audit matters.
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 thereasonableness of 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 material inventory storage
location in order to assess the effectiveness 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.
Estimation of allowance for sales discounts
Description
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 discounts
monthly. Refer to Notes 4(25) and 6(4) to the parent company only financial statements for the
information on the estimation of allowance for sales discounts.
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 discounts has been identified as one of
the key audit matters.
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 discounts.
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 discounts, and tested material sales allowance
contracts and recalculated it to assess the reasonableness of allowance determined by theCompany.

–13–

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 theCompany’s financial reporting process.
Independent 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 Standards on Auditing of the Republicof China will always detect a material misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these parent company only
financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise
professional judgement and 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 to thoserisks, 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–14–

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
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 theaudit. 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 auditors’ report because
the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

Chen, Chin-Chang

Lin, Yi-Fan

For and on behalf of PricewaterhouseCoopers, Taiwan
February 29, 2024------------------------------------------------------------------------------------------------------------------------------The accompanying parent company only 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 of China.
Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended
for use by those who are not informed about the accounting principles or Standards on Auditing of the Republic of China andtheir applications in practice.
As the parent company only 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.

–15–

TRANSCEND INFORMATION, INC.
PARENT COMPANY ONLY BALANCE SHEETSDECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
Assets

December 31, 2023
AMOUNT%

Notes

December 31, 2022
AMOUNT%

Current assets
1100

Cash and cash equivalents

6(1)

1136

Financial assets at amortised cost -

6(3)

$

current

1,214,553

58,060,820$

1,812,082

9

36

8,527,800

39

1150

Notes receivable, net

6(4)

323

-

867

-

1170

Accounts receivable, net

6(4)689,5543

720,97331180

Accounts receivable - related parties

7

688,9233

423,847

2

1200

Other receivables

112,946

1

21,627-

130X

Inventories

4,940,866

22

3,069,913

14

1479

Other current assets

1,845

-

1,270

-

15,709,830

70

14,578,379

67

461,7342

51,463-626,6283

524,9393

301,6021--

1,242,066

6

2,252,378

10

1,316,764

6

1,374,912

6

128,3091

165,858

1

11XX

6(5)

Total current assets
Non-current assets

1510

Financial assets at fair value through6(2)profit or loss - non-current
1517

Financial assets at fair value through6(6)other comprehensive income non-current
1535

Financial assets at amortised cost -6(3)non-current
1550

Investments accounted for using

6(7)equity method
1600

Property, plant and equipment

6(8)

1755

Right-of-use assets

6(9) and 7

1760

Investment property, net

6(11)2,547,461

11

2,555,793

12

1840

Deferred income tax assets

6(23)69,255-

126,380

1

1900

Other non-current assets

6(12)37,869-31,070-6,731,688

30

7,082,793

33

22,441,518

100

21,661,172

100

15XX
1XXX

Total non-current assets
Total assets$(Continued)

–16–

$

TRANSCEND INFORMATION, INC.
PARENT COMPANY ONLY BALANCE SHEETSDECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
Liabilities and equity

December 31, 2023
AMOUNT%

Notes

December 31, 2022
AMOUNT%

Current liabilities
2170

Accounts payable

2180

Accounts payable - related parties

2200

Other payables

2220

Other payables - related parties

2230

Current income tax liabilities

2280

Lease liabilities - current

2300

Other current liabilities

21XX

$
7

7

7

Total current liabilities

1,790,529

8

298,728$

471,7133

2443,5912

266,495

1

209,400

1

16,683-

17,692-

491,4252

422,7742

37,187-36,662

-

3,751

-

3,086

-

2,904,798

13

1,604,918

8

Non-current liabilities
2570

Deferred income tax liabilities

6(23)173,3771

376,44522580

Lease liabilities - non-current

775,976-113,163-

2600

Other non-current liabilities

6(13)18,657-

16,110-268,0101

505,718

2

3,172,808

14

2,110,636

10

4,290,617

19

4,290,617

20

3,044,619

13

3,387,781

16

25XX

Total non-current liabilities

2XXX

Total liabilities
EquityShare capital

3110

6(14)

Common stock
Capital surplus

3200

6(15)

Capital surplus
Retained earnings

6(16)

3310

Legal reserve

5,303,693

24

5,057,967

23

3320

Special reserve357,8172

190,5141

3350

Unappropriated retained earnings

6,502,327

29

6,981,474

32

Other equity interest
3400

Other equity interest

3XXX

Total equity
Significant contingent liabilities and

6(17)
(

230,363) (1) (19,268,710

86

22,441,518

100

357,817) (2)

19,550,536

90

21,661,172

100

9unrecognized contract commitments
Significant events after the balance11

sheet date
3X2X

Total liabilities and equity$$

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

–17–

TRANSCEND INFORMATION, INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOMEYEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

4000
5000
5900
5910
5920
5950
6100
6200
6300
6000
6900
7100
7010
7020
7050
7070

7000
7900
7950
8200

8311
8316
8330

8361
8399
8300
8500
9750
9850

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
Total operating expenses
Operating profit
Non-operating income and expenses
Interest income
6(3)(19)
Other income
6(6)(10)(11)(20)
Other gains and losses
6(2)(21) and 7
Finance costs
6(9)Share of profit of subsidiaries,
6(7)associates and joint ventures
accounted for using the equity
methodTotal non-operating income andexpensesProfit before income tax
Income tax expense
6(23)Profit for the year
Other comprehensive income (loss)
Components of othercomprehensive income (loss) thatwill not be reclassified to profit orloss(Loss) gain on remeasurements of
6(13)defined benefit plan
Unrealized gain (loss) on financial
6(6)(17)
assets at fair value through othercomprehensive income
Share of other comprehensive
6(7)income (loss) of associates and joint
ventures accounted for using equity
methodComponents of othercomprehensive income (loss) thatwill be reclassified to profit or loss
Financial statements translation
6(7)(17)differences of foreign operations
Income tax related to components of 6(17)(23)
other comprehensive income thatwill be reclassified to profit or loss
Other comprehensive income (loss)
for the year
Total comprehensive income
Earnings per share (in dollars)
6(24)Basic earnings per share
Diluted earnings per share

$
(
(

(
(
(
(

For the years ended December 31
2023
2022
AMOUNT%AMOUNT
9,879,469
100 $11,386,995
7,409,205) (75) (9,278,593) (2,470,264
25
2,108,402
16,316)- (3,455)
3,455
10,1062,457,403
25
2,115,053

%
100
81)
19
19

317,083) (181,690) (132,973) (631,746) (1,825,657

3) (
2) (
2) (
7) (
18

314,858) (207,177) (137,105) (659,140) (1,455,913

3)
2)
1)
6)
13

374,837
78,703
145,851
1,822)

4
1
2- (96,934
82,483217,979
1,239)

1
1
2-

47,306-

1,214,903

10$

644,875
2,470,532
485,697) (1,984,835

7
25
5) (
20 $

1,611,060
3,066,973
612,629) (2,454,344

14
27
6)
21

($

2,159)

-

5,185

-

173,465

2 (

170,069) (

1)

1,524

- (

219)

-

46,041) (

1)

892

-

9,208

- (

178)

-

135,997
2,120,832

1 ($
21 $

(

(

(

$
$
$
$

4.63
4.62

$

$
$

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

–18–

164,389) (2,289,955

1)
20
5.72
5.71

TRANSCEND INFORMATION, INC.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars)
Capital Reserves

Common stock

Additional paid-in
capitalDonated assets
received

Net assets frommergerLegal reserve

Special reserve

Unappropriatedretained earnings

Other Equity Interest
Unrealised gains(losses) on
Financialfinancial assets atstatements
fair value throughtranslation
other
differences ofcomprehensive
foreign operations
incomeBalance at January 1, 2022

$ 4,290,617

$

$

$

$

$

$

($

Net income for the year

-

-

-

-

-

-

2,454,344

-

-

-

-

-

-

-

4,966

714

(

170,069 )

-

-

-

-

-

-

2,459,310

714(

170,069 )Legal reserve

-

-

-

-

254,464-(

254,464 )--Cash dividends

-

-

-

-

-

-

(

2,231,121 )--Special reserve

-

-

-

-

-

73,270(73,270 )Cash payment from capital surplus

-

-

-

-

-

116

-

-

-

(

Notes

Retained Earnings

Total equity

For the year ended December 31, 2022

Other comprehensive income (loss)

6(6)(17)

Total comprehensive income (loss)
Appropriations and distribution of 2021 earnings

Net loss on disposal of financial assets at fair value throughother comprehensive income
Expired unclaimed dividends recognized as capital surplus

3,691,432

4,354

35,1284,803,503

117,244

7,083,072

197,932 )

$

7,417

$ 19,834,835-

2,454,344(

164,389 )2,289,955

6(16)

(

343,249 )

-

-

-

-

-

2,053 )
-

-

2,053
-

(

2,231,121 )(

343,249 )-6(6)(17)-

Balance at December 31, 2022-

116

$ 4,290,617$

3,348,183

$

4,470

$

35,128$5,057,967$

190,514$

6,981,474($

197,218 )($

160,599 )$ 19,550,536

Balance at January 1, 2023

$ 4,290,617$

3,348,183

$

4,470

$

35,128$5,057,967$

190,514$

6,981,474($

197,218 )($

160,599 )$ 19,550,536

Net income for the year

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

Legal reserve

-

-

-

-

245,726-(

245,726 )--Cash dividends

-

-

-

-

-

-

(

2,059,496 )--Special reserve

-

-

-

-

-

167,303(

167,303 )--Cash payment from capital surplus

-

-

-

-

-

-

-

-

87

-

-

-

9,178
-

-

For the year ended December 31, 2023

Other comprehensive income (loss)

6(6)(17)

Total comprehensive income (loss)
Appropriations and distribution of 2022 earnings

Net gain on disposal of financial assets at fair value throughother comprehensive income
Expired unclaimed dividends recognized as capital surplus
Balance at December 31, 2023

1,984,835(

635 )
1,984,200--

1,984,835(

36,833 )173,465

135,997(

36,833 )173,465

2,120,832

6(16)

(

343,249 )(2,059,496 )(

343,249 )-6(6)(17)$ 4,290,617$

3,004,934

$

4,557

$

35,128$5,303,693$

357,817

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

–19–

$

6,502,327($

234,051 )(

9,178 )
-

$

3,688

87
$ 19,268,710

TRANSCEND INFORMATION, INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars)
For the years ended December 31
Notes

2023

2022

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 profit or loss of associates and joint ventures accounted forusing the equity method
Depreciation
Interest income
Interest expense
Dividend income
Changes in assets and liabilities relating to operating activities
Changes in assets relating to operating activities
Financial assets at fair value through profit or loss - current
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivables
Inventories
Other current assets
Changes in liabilities relating to operating activities
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Other current liabilities
Net defined benefit liability
Other non-current liabilities
Cash inflow generated from operations
Dividends received
Interest received
Income tax paid
Net cash flows provided by operating activities$

6(2)(21)6(7)16,316
3,455 )
38,186 )

(
(
(

6(22)
6(19)
6(9)
6(6)(20)

2,470,532(

47,306 )127,671374,837 )
1,822
21,134 )

(
(
(
(

544
31,419265,076 )84,132 )
1,870,953 )
575 )

(

1,318,816
144,863 )
57,095
1,009 )
665
884 )1,172,470
19,874
368,607553,781 )1,007,170

(
(
(

(

$

3,066,973

3,455
10,106 )17,262((

1,214,903 )
154,169
96,934 )1,239
35,592 )((1,508,314
1,632
416,616
148,118 )
94,7582,544,650
110 )

(

(
(
(
(

892,131 )
16,940 )42,967 )261
65,182 )
827 )
1,322
5,286,841
35,59285,784
613,516 )
4,794,701(((

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of financial assets at fair value through profit orloss - non-current
Acquisition of financial assets at fair value through profit or loss non-current
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
Acquisition of financial assets at fair value through other comprehensive
incomeCapital reduction and return of shares of investment accounted for using
the equity method
Acquisition of property, plant and equipment
Increase in guarantee deposits paid
Acquisition of right-of-use assets
Acquisition of investment property
Increase in other non-current assets
Dividends received
Net cash flows from (used in) investing activities(

372,085 )4,573,010
4,407,329 )(

41,1553,100,000
6,147,400 )(

6(6)
71,776-

6,179(

71,611 )

6(7)
6(25)

(
(

6(11)

(
(

20,241 )
135 )
489 )
9,576 )
1,000,240
835,1716(7)985,589
35,790 )692 )4,082 )
1,712 )
98,6352,029,729 )

(
(
(
(
(

CASH FLOWS FROM FINANCING ACTIVITIES
Incease in guarantee deposits received
Payment of lease liabilities
Cash dividends paid (including cash payment from capital surplus)
Expired unclaimed dividends recognized as capital surplus
Net cash flows used in financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

6(16)

(
(
(
(
$

1,272
38,484 )2,402,745 )87
2,439,870 )
597,529 )1,812,082
1,214,553

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

–20–

(
(
(

$

38,484 )2,574,370 )
116
2,612,738 )
152,234
1,659,848
1,812,082

Attachment IV
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR 23000331
To the Board of Directors and Shareholders of Transcend Information, Inc.
OpinionWe have audited the accompanying consolidated balance sheets of Transcend Information, Inc. andsubsidiaries (the “Group”) as at December 31, 2023 and 2022, and the related consolidated statementsof comprehensive income, of changes in equity and of cash flows for the years then ended, and notes tothe consolidated financial statements, including a summary of material 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, 2023 and 2022, 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 that came into effect as endorsed by the Financial Supervisory
Commission.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit andAttestation Engagements of Certified Public Accountants and Standards on Auditing of the Republic ofChina. Our responsibilities under those standards are further described in the Independent auditors’
responsibilities for the audit of the consolidated financial statements section of our report. We are
independent of the Group in accordance with the Norm of Professional Ethics for Certified Public
Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities inaccordance with these requirements. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our opinion.
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 2023 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 2023 consolidated financial statements are stated as follows:–21–

Valuation of inventories
Description
Refer to Notes 4(14), 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 and belong
to a highly competitive industry, the market prices change frequently. Since the Group’s inventories andthe allowance for inventory valuation losses are material to the financial statements, the valuation of
inventories has been identified as one of the key audit matters.
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 material inventory storage locationin order to assess the effectiveness 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.
Estimation of allowance for sales discounts
Description
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 discounts
monthly. Refer to Notes 4(26) and 6(4) to the consolidated financial statements for the information on
the estimation of allowance for sales discounts.
Since the contracts are numerous and the result could affect the net revenue in the consolidated
financial statements, the estimation of allowance for sales discounts has been identified as one of the
key audit matters.
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 discounts.
B. Obtained an understanding of the Group’s sales procedures and interviewed management to assess–22–the appropriateness of sales allowance contracts and internal control over estimation of allowance.
C. Obtained the evaluation list of allowance for sales discounts, 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 statementsof Transcend Information, Inc. as at and for the years ended December 31, 2023 and 2022.
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 that came into effect as endorsed by the
Financial Supervisory Commission, and for such internal control as management determines isnecessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern andusing the going concern basis of accounting unless management either intends to liquidate the Group or
to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the Audit Committee, are responsible for overseeing theGroup’s financial reporting process.
Independent 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 Standards on Auditing of the Republic ofChina 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 Standards on Auditing of the Republic of China, we exercise
professional judgement and 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 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 ofinternal control.

–23–

B. Obtain an understanding of internal control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness 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 orconditions that may cast significant doubt on the Group’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditors’
report to the related disclosures in the consolidated financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditors’ report. However, future events or conditions may cause the Group to cease
to continue as a going concern.
E. Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
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 remainsolely responsible for our audit opinion.

–24–

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 and othermatters 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 auditors’ report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.

Chen, Ching Chang

Lin, Yi-Fan

For and on behalf of PricewaterhouseCoopers, Taiwan
February 29, 2024----------------------------------------------------------------------------------------------------------------------------- -The accompanying consolidated financial statements are not intended to present the financial position and results of operations
and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republicof China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may
differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, theaccompanying consolidated financial statements and independent auditors’ report are not intended for use by those who are notinformed about the accounting principles or Standards on Auditing of the Republic of China and their applications in practice.
As the consolidated financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any
liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from thetranslation.

–25–

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSDECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
Assets

December 31, 2023
AMOUNT%

Notes

December 31, 2022
AMOUNT%

Current assets
1100

Cash and cash equivalents

6(1)

1136

Financial assets at amortised cost -

6(3)

$

current

1,858,719

8

8,130,839$

3,187,31215

37

8,611,357

40

1150

Notes receivable, net

6(4)

323

-

867

-

1170

Accounts receivable, net

6(4)1,247,331

6

1,217,936

6

1200

Other receivables

113,104

1

77,626-130X

Inventories

5,003,689

22

3,143,064

14

1479

Other current assets

41,262-

16,710-16,395,267

74

16,254,872

75

461,7342

51,463-626,6283

524,9393

301,6021--

105,138-

136,710

1

11XX

6(5)

Total current assets
Non-current assets

1510

Financial assets at fair value through6(2)profit or loss - non-current
1517

Financial assets at fair value through6(6)other comprehensive income non-current
1535

Financial assets at amortised cost -6(3)non-current
1550

Investments accounted for using

6(7)equity method
1600

Property, plant and equipment, net

6(8) and 8

1,509,348

7

1,580,372

7

1755

Right-of-use assets

6(9) and 7

168,7081

196,190

1

1760

Investment property, net

6(11)2,580,696

12

2,593,931

12

1840

Deferred income tax assets

6(23)80,796-

137,774

1

1900

Other non-current assets

6(12)59,364-52,191-

5,894,014

26

5,273,570

25

22,289,281

100

21,528,442

100

15XX
1XXX

Total non-current assets
Total assets$(Continued)

–26–

$

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSDECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
Liabilities and equity

December 31, 2023
AMOUNT%

Notes

December 31, 2022
AMOUNT%

Current liabilities
2170

Accounts payable

2180

Accounts payable - related parties

2200

1,791,770

8

39,913

Other payables

2230

Current income tax liabilities

2280

Lease liabilities - current

2300

Other current liabilities

21XX

$
7

7

Total current liabilities$

472,6772-

27,442-

301,3552

271,9482

494,6692

581,5463

52,944-47,806-22,189-25,348-2,702,840

12

1,426,767

7

Non-current liabilities
2570

Deferred income tax liabilities

6(23)173,3771

376,44722580

Lease liabilities - non-current

7

101,640

1

132,962-

2600

Other non-current liabilities

6(13)42,714-

41,730-317,7312

551,1392

3,020,571

14

1,977,906

9

4,290,617

19

4,290,617

20

3,044,619

13

3,387,781

16

25XX

Total non-current liabilities

2XXX

Total liabilities
Equity attributable to shareholders ofparentShare capital

3110

6(14)

Common stock
Capital surplus

3200

6(15)

Capital surplus
Retained earnings

6(16)

3310

Legal reserve

5,303,693

24

5,057,967

24

3320

Special reserve357,8172

190,5141

3350

Unappropriated retained earnings

6,502,327

29

6,981,474

32

Other equity interest
3400

Other equity interest

3XXX

Total equity
Significant contingent liabilities and

6(17)
(

230,363) (1) (19,268,710

86

22,289,281

100

357,817) (2)

19,550,536

91

21,528,442

100

9unrecognized contract commitments
Significant events after the balance11

sheet date
3X2X

Total liabilities and equity$$

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

–27–

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEYEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

4000
5000
5900
6100
6200
6300
6450
6000
6900
7100
7010
7020
7050
7060
7000
7900
7950
8200

8311
8316
8320

8361
8399

8300
8500
8610
8710
9750
9850

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
Expected credit impairment gain
6(4)Total operating expenses
Operating profit
Non-operating income and expenses
Interest income
6(3)(19)
Other income
6(6)(10)(11)(20)
Other gains and losses
6(2)(21)
Finance costs
6(9)Share of (loss) profit of associates
6(7)and joint ventures accounted forusing the equity method
Total non-operating income andexpensesProfit before income tax
Income tax expense
6(23)Profit for the year
Other comprehensive income (loss)
Components of othercomprehensive income (loss) thatwill not be reclassified to profit orloss(Loss) gain on remeasurements of 6(13)defined benefit plans
Unrealized gain (loss) on financial 6(6)(17)
assets at fair value through othercomprehensive income
Share of other comprehensive
6(7)income (loss) of associates andjoint ventures accounted for using
the equity method
Components of othercomprehensive income (loss) thatwill be reclassified to profit or loss
Financial statements translation
6(17)differences of foreign operations
Income tax related to components 6(17)(23)of other comprehensive incomethat will be reclassified to profit orloss
Other comprehensive income(loss) for the year
Total comprehensive income
Net profit attributable to:Shareholders of parent
Comprehensive income attributable to:Shareholders of parent
Earnings per share (in dollars)
6(24)Basic earnings per share
Diluted earnings per share

$
(

(
(
(

For the years ended December 31
2023
2022
AMOUNT%AMOUNT
10,496,172
100 $12,122,350
7,451,567) (71) (9,399,607) (3,044,605
29
2,722,743

%
100
77)
23

742,597) (279,454) (132,973) (65
1,154,959) (1,889,646

7) (
3) (
1) (
11) (
18

750,015) (329,213) (137,105) (295
1,216,038) (1,506,705

6)
3)
1)
10)
13

(

394,761
78,703
133,172
3,320)

4
1
1- (114,926
82,483
1,643,836
1,973)

1
1
13
-

(

22,128)-10,300-$581,1882,470,834
485,999) (1,984,835

6
24
5) (
19 $

1,849,572
3,356,277
901,933) (2,454,344

15
28
8)
20

($

2,159)

-

5,185

-

173,465

1 (

170,069) (

1)

1,524

- (

219)

-

46,041)

-

892

-

9,208

- (

178)

-

$
$

135,997
2,120,832

1 ($
20 $

164,389) (2,289,955

1)
19

$

1,984,835

19$

2,454,344

20$

2,120,832

20$

2,289,955

19

4.63
4.62

$
$

(

(

(

$
$

$

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

–28–

5.72
5.71

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars)
Equity attributable to shareholders of the parent
Retained Earnings

Capital Reserves

Notes

For the year ended December 31, 2022
Balance at January 1, 2022

Common stock

Additional paid-in
capitalDonated assets
received

Net assets frommergerLegal reserve

Special reserve

Unappropriatedretained earnings

Other Equity Interest
Unrealised gains(losses) fromfinancial assets
Financialmeasured at fairstatements
value throughtranslation
other
differences ofcomprehensive
foreign operations
income

$

$

$

$

$

$

$

($

Net income for the year
Other comprehensive income (loss)

6(6)(17)

Total comprehensive income (loss)
Appropriations and distribution of 2021 earnings
Legal reserve

4,290,617

3,691,432

4,354

35,1284,803,503

117,244

7,083,072

197,932 )

$

7,417

Total equity$ 19,834,835

-

-

-

-

-

-

2,454,344

-

-

-

-

-

-

-

-

4,966

714

(

170,069 )2,454,344

-

-

-

-

-

-

2,459,310

714(

170,069 )

-

-

-

-

254,464-(

254,464 )

-

-

-

-

-

-

-

73,270((2,231,121 )
73,270 )--(2,231,121 )
-

-

-

-

-

-

-

-

(

343,249 )

116

-

-

-

(

2,053 )
-

-

2,053
-

(

164,389 )2,289,955

6(16)Cash dividends
Special reserve
Cash payment from capital surplus
Net loss on disposal of financial assets at fair value through 6(6)(17)
other comprehensive income
Expired unclaimed dividends recognized as capital surplus

-

(

-

343,249 )
-

-

116

Balance at December 31, 2022$

4,290,617$

3,348,183

$

4,470

$

35,128$5,057,967$

190,514$

6,981,474($

197,218 )($

160,599 )$ 19,550,536

For the year ended December 31, 2023
Balance at January 1, 2023$

4,290,617$

3,348,183

$

4,470

$

35,128$5,057,967$

190,514$

6,981,474($

197,218 )($

160,599 )$ 19,550,536

Net income for the year
Other comprehensive income (loss)

6(6)(17)

Total comprehensive income (loss)
Appropriations and distribution of 2022 earnings
Legal reserve

-

-

-

-

-

-

1,984,835

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

245,726-(

245,726 )

-

-

-

-

-

-

-

167,303((2,059,496 )
167,303 )--(2,059,496 )
-

-

-

-

-

-

-

-

(

343,249 )(635 )1,984,200-

1,984,835(

36,833 )173,465

135,997(

36,833 )173,465

2,120,832

6(16)Cash dividends
Special reserve
Cash payment from capital surplus
Net gain on disposal of financial assets at fair value through 6(6)(17)
other comprehensive income

-

-

-

-

-

-

9,178

-

Expired unclaimed dividends recognized as capital surplus

-

-

87

-

-

-

-

-

Balance at December 31, 2023-$

4,290,617($

343,249 )3,004,934

$

4,557

$

35,128$5,303,693$

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

–29–

357,817$

6,502,327($

234,051 )($-

9,178 )

-

-

87

3,688

$ 19,268,710

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(Expressed in thousands of New Taiwan dollars)
For the years ended December 31
Notes

2023

2022

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 profit or loss of associates and joint ventures accounted forusing the equity method
Expected credit impairment gain
Gain on disposal of non-current assets held for sale
Loss on disposal of property, plant and equipment
Depreciation
Interest income
Interest expense
Dividend income
Changes in assets and liabilities relating to operating activities
Changes in assets relating to operating activities
Financial assets at fair value through profit or loss - current
Notes receivable
Accounts receivable
Other receivables
Inventories
Other current assets
Changes in liabilities relating to operating activities
Accounts payable
Accounts payable - related parties
Other payables
Other current liabilities
Net defined benefit liability
Other non-current liabilities
Cash inflow generated from operations
Dividends received
Interest received
Income tax paid
Net cash flows provided by operating activities$

6(2)(21)
6(7)

(

6(4)
6(21)
6(21)
6(22)
6(19)
6(9)
6(6)(20)(

2,470,834$

38,186 )(22,12865 )
2158,441
394,761 )3,320
21,134 )

(
(
(
(

544
29,347 )28,291 )
1,860,625 )
24,552 )(1,319,093
12,471
29,407
3,159 )
884 )
1,615,236
19,874
388,531
709,760 )
1,313,881(((

3,356,277

8,271
(
(
(

(

10,300 )295 )1,324,180 )
448
194,624
114,926 )
1,973
35,592 )(

1,517,305
1,632
404,838
93,2472,631,761
3,265 )

(

(
(
(
(
(

892,158 )
24,799 )14,220 )63,258 )827 )546
5,727,102
35,592
103,776
756,207 )5,110,263(

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of financial assets at fair value through profit orloss - non-current
Acquisition of financial assets at fair value through profit or loss non-current
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
Acquisition of financial assets at fair value through other comprehensive
incomeProceeds from disposal of non-current assets held for sale
Proceeds from disposal of property, plant and equipment
Acquisition of property, plant and equipment
Decrease in guarantee deposits paid
Acquisition of right-of-use assets
Acquisition of investment property
Increase in other non-current assets
Dividends received
Net cash flows used in investing activities(

372,085 )4,592,690
4,413,471 )(

41,155
3,113,029
6,150,167 )(

6(6)
71,776

6(25)

(

6(11)

(
(

24,173 )
1,893
489 )
11,978 )10,968144,869 )

6(7)
(

6,179
(

71,611 )
1,800,796
162
38,325 )692 )4,082 )
5,262 )
21,885
1,286,933 )

(
(
(
(
(

CASH FLOWS FROM FINANCING ACTIVITIES
Decease in guarantee deposits received
Payment of lease liabilities
Cash dividends paid (including cash payment from capital surplus)
Expired unclaimed dividends recognized as capital surplus
Net cash flows used in financing activities
Effect of exchange rate changes
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

6(16)

(
(
(
(
(
(
$

291 )
49,430 )2,402,745 )87
2,452,379 )
45,226 )1,328,593 )
3,187,312
1,858,719

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

–30–

(
(
(
(

$

55,289 )2,574,370 )116
2,629,543 )
24,581 )
1,169,206
2,018,106
3,187,312

Attachment V
TRANSCEND INFORMATION INC.
COMPARISON TABLE FOR THE “RULES AND PROCEDURES OF SHAREHOLDERS’ MEETING”
Proposed Amendment
Currently in Effect
Article 3:
Article 3:
Paragraphs 1: Omitted
Paragraphs 1: Omitted
2. This Corporation shall prepare 2. This Corporation shall prepare
electronic
versionsoftheelectronic
versionsoftheshareholders meeting notice andshareholders meeting notice andproxy forms, and the origins ofproxy forms, and the origins ofand explanatory materials relatingand explanatory materials relating

Explanation
In line with theamendment to Article 6of the “Regulations
Governing theDocuments andCompliance Matters in
Public Companies’

dismissal of directors, and uploadthem to the Market Observation
Post System (MOPS) before 30
days before the date of a regularshareholders meeting or before 15
days before the date of a special
shareholders
meeting.
This
Corporation
shall
prepareto all proposals, including Shareholders’ Meeting
proposals for ratification, matters Handbooks,” public
for deliberation, or the election or companies with a capital
dismissal of directors, and upload of NT$ 2 billion or morethem to the Market Observation shall disclose the agenda
Post System (MOPS) before 30 handbook and otherdays before the date of a regular relevant information 30
shareholders meeting or before 15 days prior to the regulardays before the date of a special shareholders’ meeting.
shareholders
meeting.
This
Corporation
shall
prepareelectronic
versionsoftheshareholders meeting agenda andsupplemental meeting materials
and upload them to the MOPS
before 30 days before the date of
the regular shareholders meetingor before 15 days before the dateof the special shareholders
meeting. In addition, before 15
days before the date of theelectronic
versionsoftheshareholders meeting agenda andsupplemental meeting materials
and upload them to the MOPS
before 21 days before the date of
the regular shareholders meetingor before 15 days before the dateof the special shareholders
meeting. In addition, before 15
days before the date of theshareholders
meeting,
this
Corporation shall also have
prepared the shareholders meeting
agenda and supplemental meeting
materials and made them available
for review by shareholders at any

shareholders
meeting,
this
Corporation shall also have
prepared the shareholders meeting
agenda and supplemental meeting
materials and made them available
for review by shareholders at any

to all proposals, including
proposals for ratification, mattersfor deliberation, or the election or–31–

Proposed Amendment
time. The meeting agenda andCurrently in Effecttime. The meeting agenda andsupplemental materials shall also
be displayed at this Corporationand the professional shareholder
services agent designated thereby
as well as being distributed on-siteat the meeting place.

supplemental materials shall also
be displayed at this Corporationand the professional shareholder
services agent designated thereby
as well as being distributed on-siteat the meeting place.

- 32 -

Explanation

Attachment VI
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
Department ofSHU,
CHUNG-

Director:
Project Manager of

10,709,453

Electrical Engineering,- C-TECH Corporation
Hewlett-Packard Development

National Cheng Kung
WON

- Transcend Information Trading GmbHCompany, L.P.

University

General Manager- Transcend Information Inc.
- Transcend Information Trading GmbH
Independent Director:- Sports Gear Co., Ltd.

Chairman of the board of directors:- C-TECH Corporation- Cheng Chuan Technology Development
Inc.
- Shu Min Investment Inc.
Executive director:- Transtech Trading (Shanghai) Co., Ltd.
Department of Civil
SHU,
CHUNG-

Director:
5,034,098

Engineering, National

General Manager of Transcend

Taipei Institute ofInformation, Inc.

- Wan An Technology Inc.

CHENG

- Won Chin Investment Inc.
Technology- Wan Min Investment Inc.
- Wan Chuan Investment Inc.
- Saffire Investment Ltd.
- Memhiro Pte. Ltd.
Consultant:- Transcend Information, Inc.

- 33 -

Name

Shares

Education

Experience

Present position

National Taiwan
University
MBA, Global Business

Marketing Director of Transcend
Information, Inc.
Industrial Control Business

SHU,

Procurement Director of Transcend

153,000
University of

DAO-AN

California, Los Angeles

Manager of Transcend Information,
Information, Inc.
Inc.
Product Manager of Transcend

B.S.,Electrical andInformation, Inc.
Electronics Engineering
Chairman of the board of directors:
Chairman of the board of director- Artmo Inc.
of Hitron Technologies, Inc.
CHENG,

950,000

YAN-WEI

National Taipei Institute

Director:
Chairman of the board of directorof Technology- Sports Gear Co., Ltd.
of Interactive Digital
Independent Director:
Technologies Inc.
- TPK Holding Co., Ltd.

JIAYUNINVESTM

10,000---ENT INC.

- 34 -

(INDEPENDENT DIRECTOR)
Name

Shares

Education

Experience

Present position

Deputy Director of PwC Taiwan andCertified Public Accountant serving
as the primary consultant for
high-net-worth family businesssuccession planning andconsultation services.
COO, Tax and Legal Services, PwC
TaiwanDirector, Cultural and Creative
Industries Promotion Program, PwC
TaiwanAdjunct Professor at the Executive
Master of Business Administration

Institute of National
Taiwan University
KUO,

EMBA Accounting
0

TSUNG-MING

Department of
Accounting, Taipei
University

Program, College of Management,

Independent Director:

Tunghai University- BRIM Biotechnology, Inc.

Adjunct Associate Professor,- China Bills FinanceIn-service Master- XAVI Technologies Corp.

Program of Accounting, National

Supervisor:

Taipei University- CommonWealth Magazine Co., Ltd.

Vice President, National Taipei- Common Life Publishing Co., Ltd.

University Alumni Association- Screenworks Asia LTD.

Managing Supervisor, NTU- Tung Hua Books Co., Ltd

Children’s Health Foundation- New Moon Education Co., Ltd

Director, International Leadership- Kai Ming Bookstore Co., Ltd.

Association
Director, Tai-Fu Startup Association
Director, Creativities, Innovationand Entrepreneurship Association
Director, Taiwan CPA Association
Chairman, Accounting Department
Association, National Taipei
University
Managing Supervisor, Chung-Hua
Institute International Taxation
Association
Lecturer of Accounting Researchand Development Foundation- 35 -

Name

Shares

Education

Experience

Present position

Certified Financial Planner (CFP)
Lecturer, Taipei Foundation of
Finance
Visiting lecturer of National Taiwan
University and Soochow University
Director of the Family Office
Association Hong Kong andChairman of the Taxation
Professional Committee
Department of
CHEN,

Director and General Manager ofElectrical Engineering, Hitachi Asia Pacific Co., Ltd.
38,463

SHI-HONG-

College of Engineering, Taiwan
Datong University

Hitachi, Ltd. Taiwan Representative
Chairman of the board of director of
Elpida Memory (Taiwan) Co., Ltd.
Director of Walton Advanced
Engineering, Inc.

Department ofMicron Technology Director of
LIN,

Electrical Engineering,
0

JIA-XING

College of Engineering,
Datong University

Worldwide Sale, SSG、Director ofSale, Asia、Director of Corporate
Development, Asia、Director of

Independent Director:- Zimmite Taiwan Ltd.
- Grandsys Inc.
- Kingmax Digital Inc

Sale, Great China
Micron Technology Asia PacificTaiwan Branch Legal Representaive
Vice President, China Development General Manager:
Industrial Bank

- China Development Advantage

Product Manager, Philips Taiwan

Venture Capital Limited Partnership

Institute of Science and Institutional Director Representative - Innolux Development Venture
LIN,

Technology

of Wendell Industrial Co., Ltd.

Management, Jiaotong

Institutional Director Representative Legal person director representative:

Universityof ANPEC Electronics Corporation - TCLAD Technology Corp.

27,599SHU-SHAN

Capital Limited Partnership

Institutional Supervisor

Senior Deputy General Manager:

Representative of ASPEED- CDIB Capital Management Corp.

Technology Inc.

- 36 -

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

Director

Name

SHU,
CHUNG-WON

Concurrent Position■Chairman of Taiwan IC Packaging Corporation■Director of C-TECH Corporation■Independent Director of Sports Gear Co., Ltd■Chairman of- C-TECH Corporation- Cheng Chuan Technology Development Inc.
Director

SHU,
CHUNG-CHENG- Shu Min Investment Inc.
■Director of- Wan An Technology Inc.
- Won Chin Investment Inc.
- Wan Min Investment Inc.
- Wan Chuan Investment Inc.

Director

CHENG,YAN-WEI■Chairman of the board of directors of Artmo Inc.
■Director of Sports Gear Co., Ltd.
■Independent Director of TPK Holding Co., Ltd.
■Independent Director of- BRIM Biotechnology, Inc.
- China Bills Finance- XAVI Technologies Corp.

Independent Director

KUO,
TSUNG-MING■Supervisor of- CommonWealth Magazine Co., Ltd.
- Common Life Publishing Co., Ltd.
- Screenworks Asia LTD.
- Tung Hua Books Co., Ltd- New Moon Education Co., Ltd- Kai Ming Bookstore Co., Ltd.

- 37 -

CategoryName

Concurrent Position■Independent Director of
Independent Director

LIN,- Zimmite Taiwan Ltd.

JIA-XING- Grandsys Inc.
- Kingmax Digital Inc■General Manager of China Development Advantage Venture Capital
Limited Partnership and Innolux Development Venture Capital Limited

Independent Director

LIN,

Partner

SHU-SHAN■Legal person director representative of TCLAD Technology Corp.
■Senior Deputy General Manager of CDIB Capital Management Corp.

- 38 -

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

To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders
meetings, and to strengthen management capabilities, these Rules are adopted pursuant to Article 5 of the Corporate
Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 2:

The rules of procedures for this Corporation's shareholders meetings, except as otherwise provided by law, regulation,or the articles of incorporation, shall be as provided in these Rules.

Article 3:

Unless otherwise provided by law or regulation, this Corporation's shareholders meetings shall be convened by theboard of directors.
This Corporation shall prepare electronic versions of the shareholders meeting notice and proxy forms, and the origins
of and explanatory materials relating to all proposals, including proposals for ratification, matters for deliberation, or theelection or dismissal of directors, and upload them to the Market Observation Post System (MOPS) before 30 days
before the date of a regular shareholders meeting or before 15 days before the date of a special shareholders meeting.
This Corporation shall prepare electronic versions of the shareholders meeting agenda and supplemental meeting
materials and upload them to the MOPS before 21 days before the date 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 for review by shareholders at any time. The meeting agenda and supplemental materials shallalso be displayed at this Corporation and the professional shareholder services agent designated thereby as well as being
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 the consent of the addressee, the meeting notice may be given in electronic form.
Election or dismissal of directors, amendments to the articles of incorporation, reduction of capital, application for theapproval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit
distributed in the form of new shares, reserve distributed in the form of new shares, 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 and 60-2 of the Regulations Governing the Offering and Issuance ofSecurities by Securities Issuers shall be set out and the essential contents explained in the notice of the reasons forconvening the shareholders meeting. None of the above matters may be raised by an extraordinary motion.
Where re-election of all directors as well as their inauguration date is stated in the notice of the reasons for convening
the shareholders meeting, after the completion of the re-election in said meeting such inauguration date may not bealtered by any extraordinary motion or otherwise in the same meeting.
A shareholder holding one percent or more of 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- 39 -

no proposal containing more than one item will be included in the meeting agenda. When the circumstances of any
subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, theboard of directors may exclude it from the agenda. A shareholder may propose a recommendation for urging thecorporation 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 morethan one item will be included in the meeting agenda.
Prior to the book closure date before a regular shareholders meeting is held, this Corporation shall publicly announce its
acceptance of shareholder proposals in writing or electronically, and the location and time period for their submission;
the period for submission of shareholder 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 the meeting agenda. The shareholder making the proposal shall be present in person or by proxy at theregular shareholders meeting and take part in discussion of the proposal.
Prior to the date for issuance of notice of a shareholders meeting, this Corporation shall inform the shareholders who
submitted proposals of the proposal screening results, and shall list in the meeting notice the proposals that conform to
the provisions of this article. At the shareholders meeting the board of directors shall explain the reasons for exclusionof any shareholder proposals not included in the agenda.

Article 4:

For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form
issued by this Corporation and stating the scope of the proxy's authorization.
A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shalldeliver the proxy form to this Corporation before five days before the date of the shareholders meeting. When duplicate
proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous
proxy appointment.
After a proxy form has been delivered to this Corporation, if the shareholder intends to attend the meeting in person or
to exercise voting rights electronically, a written notice of proxy cancellation shall be submitted to this Corporation
before two business days before the meeting date. If the cancellation notice is submitted after that time, votes cast at themeeting by the proxy shall prevail..

Article 5:

The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible toshareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3
p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of
the meeting.

Article 6:

Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendancecards, sign-in cards, or other certificates of attendance. This Corporation may not arbitrarily add requirements for otherdocuments beyond those showing eligibility to attend presented by shareholders. Solicitors soliciting proxy forms shallalso bring identification documents for verification.
This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may
hand in a sign-in card in lieu of signing in.

- 40 -

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 shallalso be furnished.
When the government or a juristic person is a shareholder, it may be represented by more than one representative at ashareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person torepresent it in the meeting.

Article 7:

If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairperson of theboard. When the chairperson of the board is on leave or for any reason unable to exercise the powers of the chairperson,
the vice chairperson shall act in place of the chairperson; if there is no vice chairperson or the vice chairperson also is on
leave or for any reason unable to exercise the powers of the vice chairperson, the chairperson shall appoint one of the
managing directors to act as chair, or, if there are no managing directors, one of the directors shall be appointed to act aschair. Where the chairperson does not make such a designation, the managing directors or the directors shall select fromamong themselves one person to serve as chair.
It is advisable that shareholders meetings convened by the board of directors be chaired by the chairperson of the board
in person and attended by a majority of the directors, at least one independent director in person, and at least one
member of each functional committee on behalf of the committee. The attendance shall be recorded in the meeting
minutes.
If a shareholders meeting is convened by a party with power to convene but other than the board of directors, theconvening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select achair from among themselves.
This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend ashareholders meeting in a non-voting capacity.

Article 8:This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted
audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting andvote counting procedures.
The recorded materials of the preceding paragraph shall be retained for at least one year. If, however, a shareholder files
a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of thelitigation.

Article 9:

Attendance at shareholders meetings shall be calculated based on numbers of shares. The number of shares inattendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus
the number of shares whose voting rights are exercised electronically.
The chair shall call the meeting to order at the appointed meeting time and disclose information concerning the numberof nonvoting shares and number of shares represented by shareholders attending the meeting.
However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair
may announce a postponement, provided that no more than two such postponements, for a combined total of no more

- 41 -

than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still
represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned.
If the quorum is not met after two postponements as referred to in the preceding paragraph, but the attending
shareholders represent one third or more of the total number of issued shares, a tentative resolution may be adopted
pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution
and another shareholders meeting shall be convened within one month.
When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued
shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of
the Company Act.

Article 10: If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of
directors. Votes shall be cast on each separate proposal in the agenda (including extraordinary motions and amendments
to the original proposals set out in the agenda). The meeting shall proceed in the order set by the agenda, which may not
be changed without a resolution of the shareholders meeting.
The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party withthe power to convene that is not the board of directors.
The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of thepreceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If thechair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors
shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, byagreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.
The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and ofamendments or extraordinary motions put forward by the shareholders; when the chair is of the opinion that a proposal
has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed, call for a vote, andschedule sufficient time for voting.

Article 11: Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder
account number (or attendance card number), and account name. The order in which shareholders speak will be set by
the chair.
A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have notspoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken
content shall prevail.
Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single
speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item,the chair may terminate the speech.
When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought andobtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.
When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of
the representatives so appointed may speak on the same proposal.

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After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Article 12: Voting at a shareholders meeting shall be calculated based on the number of shares.
With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights
shall not be calculated as part of the total number of issued shares.
When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a
relationship would prejudice the interests of 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 the preceding paragraph shall not becalculated as part of the voting rights represented by attending shareholders.
With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority,
when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by thatproxy may not exceed three percent of the voting rights represented by the total number of issued shares. If thatpercentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 13: A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are
deemed non-voting shares under Article 179, paragraph 2 of the Company Act.
When this Corporation holds a shareholder meeting, it shall adopt exercise of voting rights by electronic means. Whenvoting rights are exercised by electronic means, the method of exercise shall be specified in the shareholders meeting
notice. A shareholder exercising voting rights by electronic means will be deemed to have attended the meeting inperson, but to have waived his/her rights with respect to the extraordinary motions and amendments to original
proposals of that meeting; it is therefore advisable that this Corporation avoid the submission of extraordinary motions
and amendments to original proposals.
A shareholder intending to exercise voting rights by electronic means under the preceding paragraph shall deliver a
written declaration of intent to this Corporation before two days before the date of the shareholders meeting. When
duplicate declarations of intent are delivered, the one received earliest shall prevail, except when a declaration is madeto cancel the earlier declaration of intent.
After a shareholder has exercised voting rights by electronic means, in the event the shareholder intends to attend theshareholders meeting in person, a written declaration of intent to retract the voting rights already exercised under thepreceding paragraph shall be made known to this Corporation, by the same means by which the voting rights were
exercised, before two business days before the date of the shareholders meeting. If the notice of retraction is submitted
after that time, the voting rights already exercised by electronic means shall prevail. When a shareholder has exercised
voting rights both by electronic means and by appointing a proxy to attend a shareholders meeting, the voting rights
exercised by the proxy in the meeting shall prevail.
Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a
proposal shall require an affirmative vote of a majority of the voting rights represented by the attending shareholders. At
the time of a vote, the shareholders shall vote by a poll for each proposal. After the conclusion of the meeting, on thesame day it is held, the results for each proposal, based on the numbers of votes for and against and the number ofabstentions, shall be entered into the MOPS.

- 43 -

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal
together with the original proposal and decide the order in which they will be put to a vote. When any one among themis passed, the other proposals will then be deemed rejected, and no further voting shall be required.
Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all
monitoring personnel shall be shareholders of this Corporation.
Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of theshareholders meeting. Immediately after vote counting has been completed, the results of the voting, including thestatistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

Article 14: The election of directors at a shareholders meeting shall be held in accordance with the applicable election andappointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including
the names of those elected as directors and the numbers of votes with which they were elected, and the names of
directors not elected and number of votes they received.
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 15: Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting
minutes shall be signed or sealed by the chair of the meeting and a copy distributed to each shareholder within 20 days
after the conclusion of the meeting. The meeting minutes may be produced and distributed in electronic form.
This Corporation may distribute the meeting minutes of the preceding paragraph by means of a public announcement
made through the MOPS.
The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, themethods by which resolutions were adopted, and a summary of the deliberations and their voting results (including thenumber of voting rights), and disclose the number of voting rights won by each candidate in the event of an election of
directors. The minutes shall be retained for the duration of the existence of this Corporation.

Article 16: On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of
the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, andshall make an express disclosure of the same at the place of the shareholders meeting.
If matters put to a resolution at a shareholders meeting constitute material information under applicable 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: Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.
The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or
security personnel help maintain order at the meeting place, they shall wear an identification card or armband bearing
the word "Proctor."
At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public- 44 -

address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.
When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings andrefusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from themeeting.

Article 18: When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event
occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances,the meeting will be resumed.
If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions)on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at
another venue.
A resolution may be adopted at a shareholders meeting to defer or resume the meeting within five days in accordancewith Article 182 of the Company Act.

Article 19: These Rules shall take effect after having been submitted to and approved by a shareholders meeting. Subsequent
amendments thereto shall be effected in the same manner.

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APPENDIX 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- 46 -

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.

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.

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

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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

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
directors.

Article 22-1：If the Company has earnings after the annual final accounting, it shall be allocated in the following order:- 49 -

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.
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.

- 50 -

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- 51 -

APPENDIX III
TRANSCEND INFORMATION, INC.
PROCEDURES FOR ELECTION OF DIRECTOR
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 a nominated candidate and the existence of any othermatters set forth in Article 30 of the Company Act, and act in accordance with Article 192-1 of theCompany 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 andExchange Act, the Regulations Governing Appointment of Independent Directors and Compliance
Matter for Public Companies, and the rules 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 thenumber of seats to be elected 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 andnon-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 andnote the number of voting rights to distribute to the attended shareholders.
Article 4: Before the election, the Chairman shall appoint several persons each to check and record theballots 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 and checked in public by the person to check the ballots before voting.

Article 6: 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. The candidate whose name is entered in the ballot does not conform to the director candidate
list;
5. Ballots with other written the number of votes cast for the candidate;
6. Two or more candidates filled in one ballot.

- 52 -

Article 7:

In the election of directors equal to the number stated in the Article of Incorporation of thisCompany, candidates who acquire more votes sequentially should win the seats of directors. If
two or more persons acquire the same number of votes and the number of such persons exceeds
the specified seats available, such persons acquiring the same votes shall draw lots to decide whoshould 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 not applied for related regulations, the position left vacant by such decision shall befilled by the candidate with the next highest number of votes in the original election.

Article 8: The voting rights shall be calculated on site immediately after the end of the poll, and the resultsof the calculation, shall be 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 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 the conclusion of the litigation.
Article 9: This Company shall issue notifications to the directors elected.
Article 10: Matters on which these Bylaws are silent shall be handled in accordance with the Articles ofIncorporation of the Corporation, the Company Act, and applicable laws and regulations.
Article 11: These Rules shall be effective from the date it is approved by the Shareholders' Meeting. The same
applies in case of revision.

- 53 -

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)
16,120,795

16,000,000

Note 1: The period of Book closure is from April 23, 2024 to June 21, 2024.
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 23, 2024:
Title

Name

Current Shareholding(Shares)

Note

Chairman

SHU, CHUNG-WON

10,709,453

Note 1

Director

SHU, CHUNG-CHENG

5,034,098

Director

CHUI, LI-CHU

0

Director

HSU, CHIA-HSIAN

377,244

Director

CHEN, PO-SHOU

0

Director

WU, KUAN-DE

0

Independent Director

CHEN, YI-LIANG

0

Independent Director

CHEN, LO-MIN

0

Independent Director

WANG, YI-HSIN

0

Total

16,120,795

Note 1: As of April 23, 2024, the personal shareholding of Director Shu, Chung-Won was 5,409,453
shares, and he retained the right to decide the exercise of the 5,300,000 shares. The total amountwas 10,709,453 shares.

- 54 -