Transcend Information, Inc.
2023 ANNUAL REGULAR SHAREHOLDERS’ MEETING MINUTES(This English version is a translation based on the original Chinese version.
Where any discrepancy arises between the two versions, the Chinese version shall prevail. )Time: 9:00 a.m., June 16, 2023
Place: Transcend Information, Inc. (No. 70, XingZhong Rd., NeiHu Dist., Taipei 114, Taiwan)
Total share represented by shareholders present in person or by proxy are 305,493,303 shares (including
305,483,303 shares casted electronically), which is 71.20% of the total 429,061,675 outstanding shares(excluding 0 shares without voting right).
Attended Directors:
Shu, Chung-Won, the chairman of Board of Directors, Chen, Po-Shou, and Wu, Kuan-De.
Attended Independent Directors:
Wang, Yi-Hsin, the convener of Audit Committee, Chen, Yi-Liang
Attendees:
Chen, Chin-Chang, the independent auditors of the Pricewaterhouse Coopers
Li, Dan, the lawyer of World Patent & Trademark Office
Chairman: Shu, Chung-Won

Recorder: Chi, Wen-Hui

Call meeting to order: The aggregate shareholding of the shareholders present in person or by proxy
constituted a quorum. The Chairman called the meeting to order.
Chairman's Remarks: (Omitted)
I. Report Items(1) To report the business of 2022.
Please refer to Attachment I.
(2) Audit Committee’s review report.
Please refer to Attachment II.
(3) To report 2022 employees’ profit sharing bonus and directors’ compensation.
Explanatory Notes:
A. The remuneration of 2022 profit to employees would be NT$ 30,987,026 (distributed in cash);and that to directors would be NT$ 2,300,000.

-1-B. The estimated remuneration to employees is NT$ 31,729,233 and the different amount should
be NT$ 742,207; 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 2023.
(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 2022. Pursuant
to the Company’s “Procedures for Endorsements and Guarantees”, the limit of guarantee was NT$
7,772,199 thousands (approximate JPY 34,400,000 thousands).
(5) Cash distribution from 2022 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 2022 earnings, the Company will distribute cash dividend of NT$
2,059,496,040 (NT$4.80 per share).
C. Please refer to page 5 for the chart of 2022 earnings distribution.
D. Cash dividend will be distributed proportionately according to shareholders’ shares ownershipregistered in the Common Stockholders’ Roster as of the date of record. The cash distribution
will be rounded down to NT$1 (any amount under NT$1 will be discarded), and the remaining
fraction will be incorporated into other revenues of the Company.
E. To avoid the change in the total amount of common shares outstanding resulting from buybackof company shares, or transfer or cancellation of treasury stock, it is proposed that the
Chairman of the Board be authorized to adjust the cash to be distributed to each commonshare.
(6) Cash distribution from capital surplus.
Explanatory Notes:
A. To comply with Article 241 of the Company Act and Article 22-1 of the Company’s Articles
of Incorporation, the board of directors is authorized to distribute capital surplus in whole or inpart that may be paid in cash after a resolution has been adopted by a majority vote at a
meeting of the board of directors attended by two-thirds of the total number of directors.
B. The capital surplus derived from the issuance of new shares at a premium totaling NT$-2-

343,249,340 will be distributed in cash of NT$0.80 per share.
C. Cash distribution from capital surplus will be distributed proportionately according toshareholders’ shares ownership registered in the Common Stockholders’ Roster as of the dateof record. The cash distribution will be rounded down to NT$1 (any amount under NT$1 will
be discarded), and the remaining fraction will be incorporated into other revenues of theCompany.
D. To avoid the change in the total amount of common shares outstanding resulting from buybackof company shares, or transfer or cancellation of treasury stock, it is proposed that the
Chairman of the Board be authorized to adjust the cash to be distributed to each commonshare.
II. Proposed Items(1) Adoption of 2022 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 2022 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 Attachment I, III, and IV)
C. It is submitted for ratification.
Resolution:

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

305,493,303
305,483,303 )Voting Results*
Votes in favor:
300,164,012 votes (300,163,012 votes)
Votes against:
24,447 votes (24,447 votes)
Votes invalid:
0 votes (0 votes)
Abstention and no votes:
5,304,844 votes (5,295,844 votes)*including votes casted electronically (number in brackets)
RESOLVED, the above proposal was approved as proposed.

-3-% of the total
represented share present
98.25%
0.00%
0.00%
1.73%

(2) Adoption of the proposal for distribution of 2022 earnings.
(Proposed by the Board of Directors)
Explanatory Notes:
A. To appropriate legal reserve and special reserve from 2022 earnings in accordance with theregulations.
B. Please refer to page 5 for the chart of 2022 earnings distribution.
C. It is submitted for ratification.
Resolution:

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

305,493,303
305,483,303 )Voting Results*
Votes in favor:
300,322,009 votes (300,321,009 votes)
Votes against:
25,450 votes (25,450 votes)
Votes invalid:
0 votes (0 votes)
Abstention and no votes:
5,145,844 votes (5,136,844 votes)*including votes casted electronically (number in brackets)
RESOLVED, the above proposal was approved as proposed.

-4-% of the total
represented share present
98.30%
0.00%
0.00%
1.68%

Transcend Information, Inc.
The Chart of 2022 Earnings Distribution
For the year ended December 31, 2022
(Expressed in New Taiwan dollar)
Item

AmountUnappropriated retained earnings at beginning

4,524,217,053

Add: Adjustment on unappropriated earnings for 2022

2,911,860

Adjusted unappropriated retained earnings

4,527,128,913

Add: Net income for 2022

2,454,344,299

Less: Legal reserve (10%)(245,725,616)

Less: Special reserve(167,302,182)

Retained earnings available for appropriation as ofDecember 31, 2022

6,568,445,414

Less: Items of distribution Cash dividend to shareholders
Unappropriated retained earnings at end

Chairman: Shu, Chung-Won

Remarks(2,059,496,040)

Cash dividend(NT$4.80 per share)

4,508,949,374

General Manager: Shu, Chung-Won-5-

Accounting Supervisor: Chi, Wen Hui

III. Discussion Items(1) To approve the amendments to “Procedures for Acquisition and Disposal of Assets”(Proposed by the Board of Directors)
Explanatory Notes:
A. Due to the amendment of “Regulations Governing the Acquisition and Disposal of Assets by
Public Companies” made by Financial Supervisory Commission, the Company hereby
proposes amendments to “Procedures for Acquisition and Disposal of Assets”.
B. Please refer to Attachment V: the comparison table for the “Procedures for Acquisition and
Disposal of Assets”.
C. It is submitted for approval.
Resolution:

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

305,493,303
305,483,303 )Voting Results*
Votes in favor:
294,177,248 votes (294,176,248 votes)
Votes against:
5,934,351 votes (5,934,351 votes)
Votes invalid:
0 votes (0 votes)
Abstention and no votes:
5,381,704 votes (5,372,704 votes)*including votes casted electronically (number in brackets)% of the total
represented share present
96.29%
1.94%
0.00%
1.76%

RESOLVED, the above proposal was approved as proposed.
(2) Issuance of Restricted Stock Awards.
(Proposed by the Board of Directors)
Explanatory Notes:
A. Terms of Restricted Stock Awards are as the following:
I. Expected total shares of issuance: A total no. of 3,000,000 common shares issued, eachwith a par value of NT$10, for a total monetary amount of NT$30,000,000.
II. Terms and conditions:i.
Expected issue price: The current issue is gratuitous.
ii.
Vesting conditions:
Employees who, after subscribing for restricted stocks, are still employed as of eachgrant date and did not have any violation against the Company’s employment
agreement, employees’ code of conduct, the depository agreement, corporate
governance best practice principles, ethical corporate management best practiceprinciples, work rules, non-competition and non-disclosure undertaking or other-6-contractual agreements with the Company during the following period as recognizedby the Company, shall be vested 100% if having been employed for two years since
the grant date of each year.
Please refer to Attachment VI: Issuance Rules of Transcend 2023 Restricted StockAwards Plan”.
iii.

Measures to be taken when employees fail to achieve the vesting conditions or in theevent of inheritance:
B. Qualification requirements for employees:
I. Full-time employees of the Company and full-time employees of domestic or foreign
controlled or affiliated companies who are already employed on the date that theII.

restricted stock awards are awarded.
The number of granted shares shall be determined by seniority, position, performance,
overall contribution operational conditions, and other conditions necessary for
management. The results of shares distribution shall be reviewed by the Chairman andobtain approval in the meeting of the Board of Directors meeting. However, foremployees who are directors or managers, the award of such shares is subject to approvalby the Compensation Committee, and then submitted to the Board of Directors fordiscussion. For employees who are not directors or managers, the award of such shares issubject to approval by the Audit Committee, and then submitted to the Board of Directors
for discussion.

III. The sum of the cumulative number of shares granted to each employee shall be inaccordance with the applicable laws and regulations in Offering Regulations.
C. Restricted rights before employees meet the vesting conditions:I. Before employees reach the vesting conditions, except by inheritance, employees may not
sell, pledge, transfer, give to another person, create any encumbrance on, or otherwise
dispose of, restricted stock awards.
II. The right of attendance, proposal, expression, voting, and election in the shareholders’shall all be exercised by the trust depository institution on their behalf. After theemployees meet vesting conditions, the stocks and dividends will be transferred from thetrust account to the personal depository account of the employee according to theprovisions of the trust agreement (cash dividends will be transferred to the employee’s
designated personal bank account). When employees fail to meet the vesting conditions,such shares will be redeemed by the Company without charge and will be canceled.
However, the dividends or shares resulting from such shares will not need to be returnedor surrendered by the employee.
III. In addition to the provisions of the preceding paragraph, no share distribution rights
including but not limited to: dividends, bonuses, capital reserve rights and cash capitalincrease options.

-7-

D. The reason why it is necessary to issue restricted stocks for employees:
To attract and retain necessary professional talents and excellent employees, motivate staff,
enhance employees’ feeling of belonging to the Company, and foster the best interests of theCompany and its shareholders, so as to ensure the alignment of the Company’s employees andshareholders’ interests.
E. Calculated expense amount and impact on dilution of EPS or other factors affecting
shareholder’s equity: If based on the May 2, 2023 closing price, NT$71.5, the annual
amortized expenses from 2024 to 2026 will be projected as: NT$71,990 thousand,
NT$107,250 thousand and NT$35,260 thousand, respectively with the total amounts of
NT$214.5 million. As of May 2, 2023, the Company’s issued outstanding shares are
429,061,675 shares, the dilution from 2023 to 2026 will be projected as: NT$0.17, NT$0.25
and NT$0.08, respectively. There is limited dilution of the Company’s future EPS, and there isno material impact on existing shareholder’s equity.
F. Any other matters that need to be specified:
I. It is allowed to report to the competent authority in several times within one year after
resolution of the shareholder’s meeting. The Company may issue the shares in batcheswithin two year after receiving the competent authority’s approval.
II. It is allowed to report to the competent authority in several times within one year after
resolution of the shareholder’s meeting. The Company may issue the shares in batcheswithin two year after receiving the competent authority’s approval.
G. It is submitted for approval.
Resolution:

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

305,493,303
305,483,303 )Voting Results*
Votes in favor:
285,244,704 votes (285,243,704 votes)
Votes against:
14,830,008 votes (14,830,008 votes)
Votes invalid:
0 votes (0 votes)
Abstention and no votes:
5,418,591 votes (5,409,591 votes)*including votes casted electronically (number in brackets)% of the total
represented share present
93.37%
4.85%
0.00%
1.77%

RESOLVED, the above proposal was approved as proposed.
IV. Other Business and Special Motion
There is no other special motion, the meeting was adjourned.
(There are no shareholder questions for any of the motions at this shareholders' meeting.)-8-

V. Meeting Adjourned

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

-9-Attachment I

TRANSCEND INFORMATION, INC.
BUSINESS REPORT
Looking back on 2022 from a global perspective, the following events slowed down domestic andinternational market demand and weakened consumer spending power: the Russo-Ukrainian war,
China adopting strict lockdown measures, escalating inflation and raising of US dollar interest, adisordered financial market, and rising uncertainty of macroeconomics. Moreover, in the memory
market this year, the unmatched issues of raw materials eased slowly; previous overstock accumulated;inventory levels in the raw material market were high, while terminal demand was sluggish; big
players in the memory market were under constantly rising pressure on inventory; and prices of
DRAM and NAND FLASH in the latter half of the year fluctuated dramatically. Even facing theseordeals in the industrial environment, Transcend not only continues to reduce inventory in accordancewith industrial trends but also improves inventory management and optimizes production efficiency inanticipation of reaching a healthy inventory level and reducing impacts on profit caused byfluctuations in the raw material markets. In addition, Transcend formulated a multi-pronged sales
strategy, increased the intensity of promoting embedded appliance products, strengthened the
popularity and competitiveness of industrial-control brands, enabled the sales team throughall-inclusive training to understand product positioning comprehensively and cultivate their sensitivity
regarding market trends, and adjusted steps dynamically in parallel with customer demand in theever-changing memory market. These strategies are an attempt to achieve long-term beneficial
cooperation and sustainable and robust business growth. 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 2022, the consolidated revenue of Transcend reached NT$12.1 billion, the consolidated
gross profit was NT$2.72 billion, and the gross margin rate was 22.5%; the consolidated operating
income was NT$1.51 billion. Benefitting from rising US dollar interest rates and higher non-operating
profits from the disposal of the land use right and building by Transcend Information (Shanghai) Ltd.,the net income before tax was NT$3.36 billion and the net income after tax was NT$2.45 billion.
Based on the calculation of the share capital of the weighted average number of shares outstanding of
NT$4.3 billion, the EPS was NT$5.72.
In the post-pandemic era, as we return to normal life, the pandemic dividend is exhausted; consumer
demand is switching from individuals to enterprises; and the development of 5G, AIoT, enterpriseservers and industrial computer appliances is driving the memory demand, which is expected tocontinue to grow. Transcend, as a market leader, acknowledges that R&D and innovation are
immediately required. Therefore, we are developing various industrial products in the field ofembedded appliances featuring wide temperature, high speed and/or high tolerance, including
112-layer 3D NAND SSD, TCG Opal encrypted SSD and a next-generation DDR5 memory module.
In the consumer market, Transcend endeavors to develop remarkable products, including a high-class- 10 -

PCIe 4.0 M.2 SSD MTE250H for eSports players and content creators and MacBook Pro JetDrive Lite
330 expansion cards for professional workers. 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 16th consecutive year.
Apart from the normal course of business operations, Transcend also fulfils our corporate social
responsibility. Transcend diligently propels the development of youth sports, sponsors domestic
contests for students on a long-term scale, and promotes the growth of sports in Taiwan. Transcend’s
efforts in resourcefully contributing to society have been demonstrated by the “Sports Activist Award”
conferred on by the Sports Administration, Ministry of Education in nine consecutive years, as well as
the “Bronze Medal for Sponsors” and “Long-term Sponsorship Award” thereunder. In addition, thisyear, the “Remote Area Baseball Seed Program”, intended to promote the development of youth
baseball leagues in remote areas, has entered its seventh year, and we hope to assist all young players
in remote areas with relatively limited resources to achieve their dreams in baseball. In the future,
Transcend will continue to fulfill our corporate social responsibility and actively promote various
domestic youth sports, strengthening sports culture and building a healthy society in Taiwan.
Looking forward to 2023, in view of the facts that the global economic situation continues to be
impacted by high inflation and high interest rates and that the pace of economic growth is slow, thememory market is still expected to be influenced by high inventory levels in the supply chain andweak terminal purchases, and the prices of DRAM and NAND FLASH will face continuous
downward pressure. During a slump in the memory market, the prices of key raw materials fluctuates
dramatically. Transcend will continue to control and manage inventory levels, optimize the production
line process, and upgrade equipment and systems so as to improve overall production efficiency andproduct quality. In the future, Transcend will also continue to activate inventory flow together withexcellent supply chain management and flexible pricing strategies. When it rebounds from the bottom,
we anticipate embracing a reversal in the memory market. Meanwhile, in order to enhanceinternational competitiveness and visibility, Transcend continues to adhere to Corporate Governance
3.0 - Sustainable Development by strengthening the functions of the Board of Directors, improving
information transparency, complying with GRI Standards in preparing sustainability reports, fulfilling
our responsibility of ethical corporate management best practice and demonstrating sustainable
competitiveness. We look forward to your continuing care and support for the Company andappreciate your valuable comments and feedback. We will continue to seek innovations andbreakthroughs, delivering ever more remarkable performance in all areas.
Chairman：Shu, Chung-Won
General Manager：Shu, Chung-Won
Accounting Supervisor：Chi, Wen Hui- 11 -

Attachment II

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2022 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

March 02, 2023

- 12 -

Attachment III

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR 22000435
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, 2022 and 2021, 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 significant accounting
policies.
In our opinion, the accompanying parent company only financial statements present fairly, in allmaterial respects, the financial position of the Company as at December 31, 2022 and 2021, and its
financial performance and its cash flows for the years then ended in accordance with the Regulations
Governing the Preparation of Financial Reports by Securities Issuers.
Basis for opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of
Financial Statements by Certified Public Accountants and 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 2022 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.

- 13 -

Key audit matters for the Company’s 2022 parent company only financial statements are stated asfollows:
Valuation of inventories
Description
Refer to Notes 4(12), 5(2) and 6(5) to the parent company only financial statements for the informationon 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 a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
A. Obtained an understanding of the Company’s operations and industry. Assessed 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.

- 14 -

Estimation of allowance for sales discountDescription
In consideration of business volume, the Company provides a variety of business incentives to specificcustomers or products, and based on that, the Company can estimate the allowance for sales discountmonthly. Refer to Notes 4(24) and 6(4) to the parent company only financial statements for the
information on the estimation of allowance for sales discount.
Since the contracts are numerous and the result could affect the net revenue in the parent company
only financial statements, the estimation of allowance for sales discount has been identified as a key
audit matter.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
A. Obtained an understanding of the Company’s operations, industry and the procedures to recognize
allowance for sales discount.
B. Obtained an understanding of the Company’s sales procedures and interviewed management toassess the appropriateness of sales allowance contracts and internal control over estimation ofallowance.
C. Obtained the evaluation list of allowance for sales discount, and tested material sales allowance
contracts and recalculated it to assess the reasonableness of allowance determined by theCompany.
Responsibilities of management and those charged with governance for the parent company only
financial statements
Management is responsible for the preparation and fair presentation of the parent company only
financial statements in accordance with the Regulations Governing the Preparation of Financial
Reports by Securities Issuers and for such internal control as management determines is necessary toenable the preparation of parent company only financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing
the Company’s ability to continue as a going concern, disclosing, as applicable, matters related togoing concern and using the going concern basis of accounting unless management either intends toliquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the Audit Committee, are responsible for overseeing the- 15 -

Company’s financial reporting process.
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
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.

- 16 -

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 of parent company only financial
statements.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies ininternal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships andother matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with those charged with governance, we determine those matters thatwere of most significance in the audit of the parent company only financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditors’ report unlesslaw or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because theadverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

Chen, Chin-Chang

Lin, Yi-Fan

For and on behalf of PricewaterhouseCoopers, Taiwan
March 2, 2023----------------------------------------------------------------------------------------------------------------------------- -------------------The accompanying parent company only financial statements are not intended to present the financial position and resultsof operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions
other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit ofsuch financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic ofChina. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are notintended for use by those who are not informed about the accounting principles or auditing standards generally accepted in
the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability
for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from thetranslation.

- 17 -

TRANSCEND INFORMATION, INC.
PARENT COMPANY ONLY BALANCE SHEETSDECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan Dollars)

Assets

December 31, 2022
AMOUNT%

Notes

December 31, 2021
AMOUNT%

Current assets
Cash and cash equivalents

6(1)Financial assets at fair value through profit

6(2)

$

or loss - current

1,812,082

9-$

1,659,848

7-

1,506,595

7

Financial assets at amortized cost - current

6(3)8,527,800

39

5,480,400

24

Notes receivable, net

6(4)

867

-

2,499

-

Accounts receivable, net

6(4)720,9733

1,137,589

5

Accounts receivable due from related

7

parties, net

423,8472

275,729

1

Other receivables

21,627-105,235-

3,069,913

14

5,614,563

25

1,270

-

1,160

-

14,578,379

67

15,783,618

69

51,463-

111,5991

524,9393

629,57632,252,378

10

2,114,375

9

1,374,912

6

1,435,144

7

165,858

1

15,263-Inventories

6(5)Other current assets
Total current assets
Non-current assets
Financial assets at fair value through profit

6(2)or loss - non-current
Financial assets at fair value through other6(6)comprehensive income - non-current
Investments accounted for using equity

6(7)methodProperty, plant and equipment

6(8)Right-of-use assets

6(9) and 7

Investment property, net

6(11)2,555,793

12

2,560,275

11

Deferred income tax assets

6(23)126,380

1

38,943-

Other non-current assets

6(12)31,070-41,774-

7,082,793

33

6,946,949

31

21,661,172

100

22,730,567

100

Total non-current assets
Total assets$(Continued)

-18 -

$

TRANSCEND INFORMATION, INC.
PARENT COMPANY ONLY BALANCE SHEETSDECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan Dollars)

Liabilities and Equity

December 31, 2022
AMOUNT%

Notes

December 31, 2021
AMOUNT%

Current liabilities
Accounts payable$

Accounts payable - related parties

7

Other payables
Other payables - related parties

7

Current income tax liabilities
Lease liabilities - current

7

Other current liabilities
Total current liabilities

471,7133

443,591$

1,363,844

6

2

460,5312

209,400

1

252,367

1

17,692-

17,431-

422,7742583,7143

36,662

-

-

-

3,086

-

68,268-1,604,918

8

2,746,15512

Non-current liabilities
Deferred income tax liabilities

6(23)376,4452

128,777

1

Lease liabilities - non-current

7113,163---

Other non-current liabilities

6(13)16,110-20,800-505,718

2

149,577

12,110,636

10

2,895,732

13

4,290,617

20

4,290,617

19

3,387,781

16

3,730,914

16

Legal reserve

5,057,967

23

4,803,503

21

Special reserve

190,5141

117,2441

6,981,474

32

7,083,072

31

Total non-current liabilities
Total liabilities
EquityShare capital6(14)Common stock
Capital surplus

6(15)Capital surplus
Retained earnings

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

357,817) (Total equity
Significant contingent liabilities and2) (19,550,536

90

21,661,172

100

190,515) (1

19,834,835

87

22,730,567

100

9unrecognized contract commitments
Significant events after the balance sheet date
Total liabilities and equity

11
$

$

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

-19 -TRANSCEND INFORMATION, INC.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOMEYEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan Dollars, except for earnings per share amount)

Items
Notes
Operating revenue
6(18) and 7
Operating costs
6(5)(22) and 7
Gross profit
Unrealized profit from sales
Realized profit from sales
Realized gross profit
Operating expenses
6(22)Sales and marketing expenses
Administrative expenses
Research and development expenses
Expected credit impairment loss
6(4)Total operating expenses
Operating profit
Non-operating income and expenses
Interest income
6(3)(19)
Other income
6(20)Other gains and losses
6(2)(21) and 7
Finance costs
6(9)Share of profit of subsidiaries, associates and 6(7)joint ventures accounted for using the equity
methodTotal non-operating income and expenses
Profit before income tax
Income tax expense
6(23)Profit for the year
Other comprehensive income (loss)
Components of other comprehensive
income (loss) that will not be reclassified to
profit or loss
Gains (losses) on remeasurements of defined 6(13)benefit plans
Unrealized (loss) gain on financial assets at
6(6)(17)
fair value through other comprehensive
incomeShare of other comprehensive (loss) income of 6(7)associates and joint ventures accounted forusing equity method
Components of other comprehensive
income (loss) that will be reclassified to
profit or loss
Financial statements translation differences of 6(7)(17)
foreign operations
Income tax related to components of other6(17)(23)comprehensive income that will bereclassified to profit or loss
Other comprehensive loss for the year
Total comprehensive income
Earnings per share (in dollars)
Basic earnings per share
Diluted earnings per share

$
(
(

(
(
(

Year ended December 31
2022
2021
AMOUNT%AMOUNT
11,386,995
100 $
13,747,158
9,278,593) (81) (10,166,903) (2,108,402
19
3,580,255
3,455)- (10,106)
10,106
16,106
2,115,053
19
3,586,255

%
100
74)
26
26

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

3) (
2) (
1) (
- (
6) (
13

340,797) (209,337) (151,458) (1,382)
702,974) (2,883,281

2)
2)
1)
5)
21

96,934
82,483217,979
1,239)

1
1
2- (77,31844,04065,281
243)

1
-

$

1,214,903
1,611,060
3,066,973
612,629) (2,454,344

10
14
27
6) (
21 $

47,282
233,678
3,116,959
583,665) (2,533,294

1
22
4)
18

$

5,185

-

2,344

-

(

170,069) (1)

11,826

-

(

219)

-

200

-

892

- (

95,365)-

178)
164,389) (2,289,955

1) ( $
20 $

19,072
61,923)2,471,371

18

(

(

(

(
($
$

$

6(24)
$
$

5.72
5.71

$
$

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

-20 -

5.90
5.90

TRANSCEND INFORMATION, INC.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITYYEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan Dollars)
Capital Surplus

Retained Earnings

Unappropriatedretained earnings

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

Additional paid-in
capitalDonated assets
received

Net assets frommergerBalance at January 1, 2021

$ 4,290,617

$

$

$

Net income for the year

-

-

-

-

-

-

2,533,294

-

-

-

-

-

-

2,544

(

76,293 )11,826

-

-

-

-

-

-

2,535,838(

76,293 )11,826----

119,625
-

-

-

-

-

-

-

-

Notes

Legal reserve

Special reserve

Total equity

For the year ended December 31, 2021

Other comprehensive income (loss)

6(6)(17)

Total comprehensive income (loss)
Appropriations and distribution of 2020
earnings

4,278

35,128$4,683,878$

130,902

5,738,504

121,639 )

$

-

4,395

$ 18,672,026-

2,533,294(

61,923 )2,471,3716(16)Legal reserve
Cash dividends
Reversal of special reserve
Cash payment from capital surplus

3,905,963

6(16)Net loss on disposal of financial assets at 6(6)(17)
fair value through other comprehensive
incomeExpired unclaimed dividends recognized
as capital surplus

-

(

-

214,531 )

-

-

76

-

119,625 )1,094,107 )

-

-

(

1,094,107 )

13,658---(214,531 )

8,804

-

13,658 )
-

-

-

-

-

(

8,804 )

-

-

-

76

$ 4,290,617$

3,691,432

$

4,354

$

35,128$4,803,503$

117,244$

7,083,072($

197,932 )

$

7,417

$ 19,834,835

Balance at January 1, 2022

$ 4,290,617$

3,691,432

$

4,354

$

35,128$4,803,503$

117,244$

7,083,072($

197,932 )

$

7,417

$ 19,834,835

Net income for the year

-

-

-

-

-

-

2,454,344

-

-

-

-

-

-

-

4,966

714

(

170,069 )

-

-

-

-

-

-

2,459,310

714(

170,069 )

-

-

-

-

254,464--((

254,464 )2,231,121 )

-

-

(

2,231,121 )

-

-

-

73,270-(73,270 )
-

-

-

(

343,249 )

-

-

-

-

(

2,053 )-

2,053

Balance at December 31, 2021

-

(

(
(

For the year ended December 31, 2022

Other comprehensive income (loss)

6(6)(17)

Total comprehensive income
Appropriations and distribution of 2021
earnings

6(16)Net gain on disposal of financial assets at 6(6)(17)
fair value through other comprehensive
incomeExpired unclaimed dividends recognized
as capital surplus
Balance at December 31, 2022

2,454,344(

164,389 )2,289,955

6(16)Legal reserve
Cash dividends
Special reserve
Cash payment from capital surplus

-

-

(

-

-

$ 4,290,617

343,249 )$3,348,183

116
$

4,470

$

35,128$5,057,967$

190,514$

6,981,474

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

-21 -

($

197,218 )($

160,599 )116$ 19,550,536

TRANSCEND INFORMATION, INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWSYEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan Dollars)Year ended December 31
Notes

2022

2021

CASH FLOWS FROM OPERATING ACTIVITIESProfit before tax
Adjustments
Adjustments to reconcile profit (loss)
Unrealized profit from sales
Realized profit from sales
Net loss (gain) 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 loss
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 mandatorily measured at fair value through profit orloss
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
Other non-current liabilities
Cash inflow generated from operations
Dividends received
Interest received
Income tax paid
Net cash flows provided by operating activities

$

3,455
10,106 )17,262(6(2)(21)
6(7)
(
6(4)
6(22)
6(19)
6(9)
6(6)(20)

3,066,973

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 )495
5,286,841
35,59285,784
613,516 )
4,794,701(($

3,116,959

10,106
16,106 )84,375 )(((47,282
1,382
164,70277,318 )243
6,787 )((

2,011,865
1,740 )
328,323 )
128,631
39,148 )2,539,140 )
244 )

(
(
(
(
(

231,828
9,825
45,403133 )43,696298 )
2,623,746
6,787
81,366
247,493 )2,464,406(((

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of non-current financial assets at fair value throughprofit or loss - 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 non-current financial assets at fair value throughother comprehensive income
Acquisition of non-current financial assets at fair value through othercomprehensive income
Capital reduction and return of shares for using the equity method
Acquisition of property, plant and equipment
Acquisition of right-of-use assets
Acquisition of investment property(Increase) decrease in other non-current assets
Dividends received
Net cash flows (used in) from investing activities

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

841,021130,785 )2,500,000
2,530,400 )

(
(

6(6)
6,179
(
6(7)
6(8)(25)
6(11)

(
(
(
(

6(7)
(

54,426

71,611 )985,589
35,790 )692 )4,082 )
1,712 )
98,6352,029,729 )(

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

561,176 )
14,888 )2,409 )
14,301 )
141,488(((

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

6(16)

(
(
(

$

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

-22 -

(

$

1,308,638 )
37,058 )76 )1,345,620 )
1,260,274
399,574
1,659,848

Attachment IV
INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR 22000434
To the Board of Directors and Shareholders of Transcend Information, Inc.
OpinionWe have audited the accompanying consolidated balance sheets of Transcend Information, Inc. and its
subsidiaries (the “Group”) as at December 31, 2022 and 2021, and the related consolidated statementsof comprehensive income, of changes in equity and of cash flows for the years then ended, and notes
to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material
respects, the consolidated financial position of the Group as at December 31, 2022 and 2021, 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 Auditing and Attestation of
Financial Statements by 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 2022 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
there on, we do not provide a separate opinion on these matters.

- 23 -

Key audit matters for the Group’s 2022 consolidated financial statements are stated as follows:
Valuation of inventories
Description
Refer to Notes 4(13), 5(2) and 6(5) to the consolidated financial statements for the information on theGroup’s inventory accounting policy, estimates and assumptions and allowance for inventory valuation
losses.
The percentage of the Group’s inventories to total assets is material and the Group applies judgements
and estimates in determining the net realizable value of inventories at the balance sheet date. The
Group mainly produces DRAM and flash memory. As these products have a short life cycle andbelong to a highly competitive industry, the market prices change frequently. Since the Group’s
inventories and the allowance for inventory valuation losses are material to the financial statements,
the valuation of inventories has been identified as a key audit matter.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
A. Obtained an understanding of the Group’s operations and industry. Assessed the reasonableness ofthe policy and procedures to recognize allowance for inventory valuation losses.
B. Obtained an understanding of the Group’s inventory control procedures. Reviewed annual
inventory count plan and observed the annual physical count of 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 discountDescription
In consideration of business volume, the Group provides a variety of business incentives to specificcustomers or products, and based on that, the Group can estimate the allowance for sales discountmonthly. Refer to Notes 4(26) and 6(4) to the consolidated financial statements for the information on
the estimation of allowance for sales discount.
Since the contracts are numerous and the result could affect the net revenue in the consolidated- 24 -

financial statements, the estimation of allowance for sales discount has been identified as a key audit
matter.
How our audit addressed the matter
We performed the following audit procedures in respect of the above key audit matter:
A. Obtained an understanding of the Group’s operations, industry and the procedures to recognize
allowance for sales discount.
B. Obtained an understanding of the Group’s sales procedures and interviewed management to assess
the appropriateness of sales allowance contracts and internal control over estimation of allowance.
C. Obtained the evaluation list of allowance for sales discount, and tested material sales allowance
contracts and recalculated it to assess the reasonableness of allowance determined by the Group.
Other matter – Parent company only financial reports
We have audited and expressed an unqualified opinion on the parent company only financial
statements of Transcend Information, Inc. as at and for the years ended December 31, 2022 and 2021.
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 theGroup’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless management either intends to liquidate
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.

- 25 -

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 riskof not detecting a material misstatement resulting from fraud is higher than for one resulting fromerror, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or theoverride of internal control.
B.

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

C.

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

D.

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

E.

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

- 26 -

F.

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

We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies ininternal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships andother matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with those charged with governance, we determine those matters thatwere of most significance in the audit of the consolidated financial statements of the current period andare therefore the key audit matters. We describe these matters in our auditors’ report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of such communication

Chen, Ching-Chang

Lin, Yi-Fan

For and on Behalf of PricewaterhouseCoopers, Taiwan
March 2, 2023------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results ofoperations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions otherthan the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of suchfinancial statements may differ from those generally accepted in countries and jurisdictions other than the Republic ofChina. Accordingly, the accompanying consolidated financial statements and independent auditors’ report are not intended
for use by those who are not informed about the accounting principles or auditing standards generally accepted in the
Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability
for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from thetranslation.

- 27 -

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSDECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan Dollars)
Assets

December 31, 2022
AMOUNT%

Notes

December 31, 2021
AMOUNT%

Current assets
Cash and cash equivalents

6(1)Financial assets at fair value through profit

6(2)

$

or loss - current

3,187,312

15

-

$

2,018,106

9-

1,506,595

7

Financial assets at amortised cost - current

6(3)8,611,357

40

5,567,177

25

Notes receivable, net

6(4)

867

-

2,499

-

Accounts receivable, net

6(4)1,217,936

6

1,622,484

7

77,626-

108,850-

Other receivables
Inventories

6(5)3,143,064

14

5,774,825

26

Non-current assets held for sale, net

6(6)

-

-

159,976

1

16,710-13,445-

16,254,872

75

16,773,957

75

51,463-

111,599-524,9393

629,5763

136,710

1

148,514

1

Other current assets
Total current assets
Non-current assets
Financial assets at fair value through profit

6(2)or loss - non-current
Financial assets at fair value through other6(7)comprehensive income - non-current
Investments accounted for using equity

6(8)methodProperty, plant and equipment, net

6(9) and 8

1,580,372

7

1,942,013

9

Right-of-use assets

6(10) and 7

196,1901

124,054-

Investment property, net

6(12)2,593,931

12

2,602,088

12

Deferred income tax assets

6(24)137,7741

47,355-

Other non-current assets

6(13)52,191-

59,345-5,273,570

25

5,664,544

25

21,528,442

100

22,438,501

100

Total non-current assets
Total assets$(Continued)- 28 -$

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSDECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan Dollars)

Liabilities and Equity

December 31, 2022
AMOUNT%

Notes

December 31, 2021
AMOUNT%

Current liabilities
Accounts payable$

472,677

2$

1,364,835

6

Accounts payable - related parties

7

27,442-

52,241-Other payables

7

271,9482

286,1681

581,5463

592,8863

47,806-

16,917-25,348-88,606

1

1,426,767

7

2,401,653

11

Current income tax liabilities
Lease liabilities - current

7

Other current liabilities
Total current liabilities
Non-current liabilities
Deferred income tax liabilities

6(24)376,4472

128,784

1

Lease liabilities - non-current

7132,962-

26,033-

Other non-current liabilities

6(14)41,730-47,196-551,1392

202,0131

1,977,906

92,603,666

12

4,290,617

20

4,290,617

19

3,387,781

16

3,730,914

16

Legal reserve

5,057,967

24

4,803,503

21

Special reserve

190,5141

117,2441

6,981,474

32

7,083,072

32

Total non-current liabilities
Total liabilities
Equity attributable to shareholders of parent
Share capital6(15)Common stock
Capital surplus

6(16)Capital surplus
Retained earnings

6(17)Unappropriated retained earnings
Other equity interest6(18)Other equity interest(

357,817) (Total equity
Significant contingent liabilities and2) (19,550,536

91

21,528,442

100

190,515) (1)

19,834,835

88

22,438,501

100

9unrecognized contract commitments
Significant events after the balance sheet date
Total liabilities and equity

11
$

$

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

- 29 -

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMEYEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan Dollars, except for earnings per share amount)
Year ended December 31
Items

Notes
6(19) and 7
6(5)(23) and 7

Operating revenue
Operating costs
Gross profit
Operating expenses
6(23)Sales and marketing expenses
Administrative expenses
Research and development expenses
Expected credit impairment gain (loss)
6(4)Total operating expenses
Operating profit
Non-operating income and expenses
Interest income
6(3)(20)
Other income6(21)Other gains and losses
6(2)(22)
Finance costs
6(10)Share of profit of associates and joint ventures 6(8)accounted for using the equity method
Total non-operating income and expenses
Profit before income tax
Income tax expense
6(24)Profit for the year
Other comprehensive income (loss)
Components of other comprehensive
income (loss) that will not be reclassified to
profit or loss
Gains (losses) on remeasurements of defined 6(14)benefit plans
Unrealized (loss) gain on financial assets at
6(7)(18)
fair value through other comprehensive
incomeShare of other comprehensive (loss) income ofassociates and joint ventures accounted forusing the equity method
Components of other comprehensive
income (loss) that will be reclassified to
profit or loss
Financial statements translation differences of 6(18)foreign operations
Income tax related to components of other6(18)(24)comprehensive income that will bereclassified to profit or loss
Other comprehensive 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)
Basic earnings per share
Diluted earnings per share

%
100 $
77) (
23

2021
AMOUNT
14,314,815
10,139,129) (4,175,686

%
100
71)
29

6) (
3) (
1) (
- (
10) (
13

765,171) (366,696) (151,458) (567)
1,283,892) (2,891,794

5)
3)
1)
9)
20

114,926
82,483
1,643,836
1,973)

1
1
13- (79,11744,04062,361
1,248)

1
1-$

10,3001,849,572
3,356,277
901,933)
2,454,344

15
28
8) (
20 $

52,590236,860
3,128,654
595,360) (2,533,294

2
22
4)
18

$

5,185

-

2,344

-

1)

11,826

-

$
(

(
(
(

2022
AMOUNT12,122,350
9,399,607)
2,722,743
750,015)
329,213)137,105)295
1,216,038)
1,506,705

(

(

(

(

(
(
(
(

(

(

$

(

170,069)

(

219)

-

200

-

892

- (

95,365) (1)

1) ( $
19 $

19,072
61,923) (2,471,371

1)
17

(
($
$

178)
164,389)
2,289,955$

2,454,344

20$

2,533,294

18$

2,289,955

19$

2,471,371

17

5.72
5.71

$
$

(

6(25)
$
$

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

- 30 -

5.90
5.90

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CHANGES IN EQUITYYEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan Dollars)
Equity attributable to owners of the parent
Retained Earnings

Capital Reserves

Notes

For the year ended December 31, 2021
Balance at January 1, 2021

Common stock$

Net income for the year
Other comprehensive income (loss)

6(7)(18)

Total comprehensive income (loss)

4,290,617

Additional paid-in
capital$3,905,963

Donated assets
received$

4,278

Net assets frommerger

$35,128Legal reserve$

Unappropriatedretained earnings

Other Equity Interest
Unrealized gain orloss on financial
Exchange differences
assets at fair value
on translation ofthrough otherforeign financial
comprehensive
statements
income$($Special reserve

4,683,878$

130,902

5,738,504

121,639 )

$

-

4,395

-

-

-

-

-

-

2,533,294

-

-

-

-

-

-

2,544

(

76,293 )11,826

-

-

-

-

-

-

2,535,838(

76,293 )11,826----

119,625
-

-

-

-

-

-

-

-

Total equity$ 18,672,026-

2,533,294(

61,923 )2,471,371

Appropriations and distribution of 2020 6(17)earnings
Legal reserve
Cash dividends
Reversal of special reserve
Cash payment from capital surplus

-

6(17)

Net gain on disposal of financial assets at6(7)(18)
fair value through other comprehensive
income-Expired unclaimed dividends recognized
as capital surplus
For the year ended December 31, 2022
Balance at January 1, 2022

214,531 )--Balance at December 31, 2021

-

-

-

-

-

(

1,094,107 )

13,658---(214,531 )

8,804

-

-

(

8,804 )

-

-

-

76

$

3,691,432

$

4,354

$

35,128$4,803,503$

117,244$

7,083,072($

197,932 )

$

7,417

$ 19,834,835$

4,290,617$

3,691,432

$

4,354

$

35,128$4,803,503$

117,244$

7,083,072($

197,932 )

$

7,417

$ 19,834,835

Total comprehensive income (loss)

76

13,658 )--4,290,617

6(7)(18)-(

119,625 )1,094,107 )$Net income for the year
Other comprehensive income (loss)

(

(
(

-

-

-

-

-

-

2,454,344

-

-

-

-

-

-

-

-

4,966

714

(

170,069 )2,454,344

-

-

-

-

-

-

2,459,310

714(

170,069 )

-

-

-

-

254,464--((

254,464 )2,231,121 )

-

-

(

2,231,121 )

-

-

-

73,270-(73,270 )
-

-

-

(

343,249 )

-

-

-

-

(

2,053 )

-

2,053

(

164,389 )2,289,955

Appropriations and distribution of 2021 6(17)earnings
Legal reserve
Cash dividends
Special reserve
Cash payment from capital surplus

-

6(17)

Net loss on disposal of financial assets at 6(7)(18)
fair value through other comprehensive
income-Expired unclaimed dividends recognized
as capital surplus
Balance at December 31, 2022

(

-

$

4,290,617

343,249 )$3,348,183

116
$

4,470

$

35,128$5,057,967$

190,514

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

- 31 -$

6,981,474($

197,218 )($

160,599 )116$ 19,550,536

TRANSCEND INFORMATION, INC. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSYEARS ENDED DECEMBER 31, 2022 AND 2021
(Expressed in thousands of New Taiwan Dollars)Year ended December 31
Notes

2022

2021

CASH FLOWS FROM OPERATING ACTIVITIESProfit before tax
Adjustments
Adjustments to reconcile profit (loss)
Net loss (gain) on financial assets at fair value through profit
or loss
Share of profit or loss of associates and joint ventures
accounted for using the equity method
Expected credit impairment gain (loss)
Gain on disposal of non-current assets held for sale
Loss (gain) 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
Other non-current liabilities
Cash inflow generated from operations
Dividends received
Interest received
Income tax paid
Net cash flows provided by operating activities$

3,356,277$

3,128,654

6(2)(22)8,271(

84,872 )((10,300 )295 )1,324,180 )
448
194,624
114,926 )
1,973
35,592 )(52,590567
12 )
253,806
79,117 )
1,248
6,787 )(

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

2,012,362
1,740 )
188,555 )
41,547 )2,584,359 )
2,950 )

6(8)
(
(
(

6(4)
6(22)
6(22)
6(23)
6(20)
6(10)
6(7)(21)

(

(
(
(
(
(

892,158 )
24,799 )14,220 )63,258 )281 )5,727,102
35,592
103,776
756,207 )5,110,263(((

230,569
14,82539,533
15,5603,897 )
2,650,698
6,787
83,165295,582 )2,445,068((

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of financial assets at fair value throughprofit or loss - 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 through6(7)other comprehensive income
Acquisition of financial assets at fair value through othercomprehensive income
Proceeds from disposal of non-current assets held for sale
Proceeds from disposal of property, plant and equipment
Acquisition of property, plant and equipment
6(26)Acquisition of right-of-use assets
Acquisition of investment property
6(12)Increase in other non-current assets
Dividends received
Net cash flows (used in) from investing activities

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

841,021130,785 )2,619,758
2,530,400 )

(
(

6,179
(
(
(
(
(
(

54,426

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

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

561,176 )20
15,334 )2,409 )
11,934 )263,187(((

CASH FLOWS FROM FINANCING ACTIVITIESCash dividends paid (including cash payment from capital surplus) 6(17)Payment of lease liabilities
Expired unclaimed dividends recognized as capital surplus
Net cash flows used in financing activities
Effect of exchange rate changes
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year

(
(
(
(
$

(
(

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

-32 -

$

1,308,638 )
56,105 )76
1,364,667 )
62,334 )1,281,254
736,852
2,018,106

Attachment V
TRANSCEND INFORMATION INC.
COMPARISON TABLE FOR THE “PROCEDURES FOR ACQUISITION AND DISPOSAL OF ASSETS”
Proposed Amendment
Article 7: Handling procedures for theacquisition and disposal of securities
Paragraphs 1 to 3: Omitted
4. Obtaining expert opinion
When the Company acquires ordisposes of securities, it shall,prior to the date of occurrence ofthe event, obtain financial
statements of the target company
for the most recent period,
certified or reviewed by aCurrently in Effect
Article 7: Handling procedures for theacquisition and disposal of securities
Paragraphs 1 to 3: Omitted
4. Obtaining expert opinion
When the Company acquires ordisposes of securities, it shall,prior to the date of occurrence ofthe event, obtain financial

Explanation
In accordance with therevision of Article 5 ofthe“Regulations
GoverningtheAcquisition and Disposalof Assets by PublicCompanies,” an expert
issuing an opinion is notcertified public accountant, forreference in appraising thetransaction price, and if thetransaction amount reaches 20%of the Company’s paid-in capitalor NT$300,000,000 or more, theCompany
shall
additionallyengageacertifiedpublicstatements of the target company subject
tothefor the most recent period, requirements stipulated
certified or reviewed by a under the Statements ofcertified public accountant, for Auditing Standards, andreference in appraising the therefore
relevanttransaction price, and if the wording is deleted.
transaction amount reaches 20%of the Company’s paid-in capitalor NT$300,000,000 or more, theCompany
shall
additionallyengageacertifiedpublicaccountant, prior to the date ofoccurrence of the event, toprovide an opinion on thereasonableness of the transaction
price. The above requirement
does not apply, however, tosecurities which have publicly
quoted prices in an active market
or situations where otherwise
stipulated by the regulations ofaccountant, prior to the date ofoccurrence of the event, toprovide an opinion on thereasonableness of the transaction
price. If the certified public
accountant needs to adopt anexpert report, it shall be handledin accordance with the Statementsof Auditing Standards No. 20
promulgated by the Accounting

theFinancialCommission.

ResearchandDevelopment
Foundation.
The
above
requirement does not apply,
however, to securities which havepublicly quoted prices in an
active market or situations whereotherwise stipulated by theSupervisory-33 -Proposed Amendment

Currently in Effectregulations of the Financial

Explanation

Supervisory Commission.
Article 8: Handling procedures for theacquisition and disposal of assets otherthan securities
Paragraphs 1 to 3: Omitted
4. Obtaining expert opinion
When the Company acquires ordisposes of real property,
equipment or right-of-use assets
thereof where the transaction

Article 8: Handling procedures for the Same as the explanationacquisition and disposal of assets other provided for Article 7.
than securities
Paragraphs 1 to 3: Omitted
4. Obtaining expert opinion
When the Company acquires ordisposes of real property,
equipment or right-of-use assets
thereof where the transaction

amount reaches 20% of theCompany’s paid-in capital or
NT$300,000,000 or more, unlessamount reaches 20% of theCompany’s paid-in capital or
NT$300,000,000 or more, unlesstransacting with a domestic
government agency, engaging
others to build on its own land,engaging others to build on rented
land, or acquiring or disposing ofequipment or right-of-use assets
thereof held for business use, thetransacting with a domestic
government agency, engaging
others to build on its own land,engaging others to build on rented
land, or acquiring or disposing ofequipment or right-of-use assets
thereof held for business use, theCompany shall, prior to the dateof occurrence of the event, obtainan appraisal report from a
professional appraiser and shallfurther comply with the following
provisions:(1) Where due to special
circumstances it is necessary
to give a limited price,specified price or special
price as a reference basis for

Company shall, prior to the dateof occurrence of the event, obtainan appraisal report from a
professional appraiser and shallfurther comply with the following
provisions:(1) Where due to special
circumstances it is necessary
to give a limited price,specified price or special
price as a reference basis forthe transaction price, thetransaction shall be submitted
for approval in advance by
the Board of Directors; thesame rule shall apply when
there is any subsequent

the transaction price, thetransaction shall be submitted
for approval in advance by
the Board of Directors; thesame rule shall apply when
there is any subsequent-34 -Proposed Amendment
change to the terms andCurrently in Effectchange to the terms andconditions of the transaction.
(2) Where
thetransaction
amount is NT$1,000,000,000
or more, appraisal from twoor
more
professional
appraisers shall be obtained.
(3) Where any of the following
circumstances applies withrespect to the professional
appraiser’s
appraisal
results, unless all theconditions of the transaction.
(2) Where
thetransaction
amount is NT$1,000,000,000
or more, appraisal from twoor
more
professional
appraisers shall be obtained.
(3) Where any of the following
circumstances applies withrespect to the professional
appraiser’s
appraisal
results, unless all theappraisal results for the assets
to be acquired are higher than
the transaction amount, or all
the appraisal results for theassets to be disposed of arelower than the transaction
amount, a certified public
accountant shall be engaged
to render a specific opinion
on the reason for theappraisal results for the assets
to be acquired are higher than
the transaction amount, or all
the appraisal results for theassets to be disposed of arelower than the transaction
amount, a certified public
accountant shall be engaged
to render a specific opinion
on the reason for thediscrepancy
andtheappropriatenessofthetransaction price:(i) The discrepancy between
the appraisal result and thetransaction amount is 20%
or more of the transaction
amount.
(ii)The discrepancy among
the appraisal results fromtwo or more professional

discrepancy
andtheappropriatenessofthetransaction
priceinaccordancewiththeStatementsofAuditing
Standards
No.
20
promulgatedbytheAccounting Research andDevelopment
Foundation(hereinafter referred to as the“ARDF”):

appraisers is 10% or moreof the transaction amount.
(4) The period between the dateof the appraisal report issued
by a professional appraiser
and the execution date of the(i) The discrepancy between
the appraisal result and thetransaction amount is 20%
or more of the transaction
amount.
(ii)The discrepancy among-35 -Explanation

Proposed Amendment
transactional contract shall

Currently in Effectthe appraisal results fromnot be more than 3 months.
Where
the
publicly
announced current value forthe same period is applicableand a period of no more than
6 months has elapsed, theoriginal
professional
appraiser may still issue an
opinion.
Where the Company acquires ordisposes of intangible assets,

two or more professional
appraisers is 10% or moreof the transaction amount.
(4) The period between the dateof the appraisal report issued
by a professional appraiser
and the execution date of thetransactional contract shallnot be more than 3 months.
Where
the
publicly
announced current value forright-of-use
assetsthereof,membership certificates or otherassets and the transaction amountreaches 20% of the Company’s
paid-in
capitalor
NT$300,000,000 or more, unlesstransacting with a domestic
government
agency,theCompany shall, prior to the dateof occurrence of the event,

the same period is applicableand a period of no more than
6 months has elapsed, theoriginal
professional
appraiser may still issue an
opinion.
Where the Company acquires ordisposes of intangible assets,right-of-use
assetsthereof,membership certificates or otherengageacertifiedpublicaccountant to render an opinion
on the reasonableness of thetransaction price.

assets and the transaction amountreaches 20% of the Company’s
paid-in
capitalor
NT$300,000,000 or more, unlesstransacting with a domestic
government
agency,theCompany shall, prior to the dateof occurrence of the event,engageacertifiedpublicaccountant to render an opinion
on the reasonableness of thetransaction price in accordancewith the Statements of AuditingStandards No. 20 promulgated by
the ARDF.

-36 -Explanation

Proposed Amendment
Currently in EffectExplanation
Article 12: Handling procedures for Article 12: Handling procedures for 1. In accordance withrelated-party transactions
related-party transactions
Paragraphs 1: Omitted
Paragraphs 1: Omitted
2. Operational procedures
2. Operational procedures(1) WheretheCompany
Where the Company acquires or
acquires or disposes of realdisposes of real property or
property or right-of-use
right-of-use assets thereof from or
assets thereof from or to a
to a related party or acquires orrelated party or acquires ordisposes of assets other than realdisposes of assets other thanproperty or right-of-use assets
real property or right-of-use
thereof from or to a related party,
assets thereof from or to aand the transaction amountthe revision of the“Regulations
GoverningtheAcquisition
andDisposal of Assets by
Public Companies,”
Subparagraphs
3
Paragraph2
areadded to reflect thatthe acquisition or
disposal of assets

related party, and thetransaction amount reaches
20% of the Company’s
paid-in capital, 10% of theCompany’s total assets,
NT$300,000,000 or more,
unless trading domestic
government bonds or bonds
with repurchase and resaleagreements, or subscribing

reaches 20% of the Company’s
paid-in capital, 10% of theCompany’s
totalassets,
NT$300,000,000 or more, unlesstrading domestic government
bonds or bonds with repurchaseand resale agreements, or
subscribing or redeeming money
market funds issued by domestic
securities
investment
trust 2.

or redeeming money market
funds issued by domestic
securities investment trust
enterprises, the Company
shall submit the following
materials to the Audit
Committee and the Board of
Directors for approval before
entering into a transactional
contract or making apayment:

enterprises, the Company shallsubmit the following materials to 3. The paragraph orders
the Audit Committee and thewithin Paragraph 2
Board of Directors for approval
are adjusted.
beforeentering
intoatransactional contract or making apayment:(1) The purpose, necessity andanticipated benefit of theacquisition or disposal of
assets.

(i) The purpose, necessity
and anticipated benefitof the acquisition or
disposal of assets.
(ii) The reason for choosing
a related party as a(2) The reason for choosing a
related party as a transactionalcounterparty.
(3) Relevant
information
regarding the appraisal of thereasonableness of the terms-37 -from or to a related
party
with
the
transaction amountreaches 10% of theCompany’s
totalassets or more shallbe approved by theshareholders’ meeting.
Wording is revised.

Proposed Amendment
transactional counterparty.

Currently in Effectand conditions of(iii) Relevant information
regarding the appraisalof the reasonableness of
the
terms
and
conditionsoftheanticipated transactionin accordance with
relevant provisions.
(iv) The date and price atwhich a related party
originally acquired theanticipated transaction inaccordance with relevant
provisions.
(4) The date and price at which a
relatedparty
originallyacquiredtheconcerned
assets,theoriginaltransactionalcounterparty,
andsuchtransactionalcounterparty’s
relationshipwith the Company and theconcerned assets, theoriginaltransactionalcounterparty, and suchtransactionalcounterparty’s
relationship with theCompany
andtherelated party.
(v) Monthly cash flow
forecasts for the year

related party.
(5) Monthly cash flow forecasts
for the year commencing
from the anticipated month ofsigningatransactional
contract, and evaluation ofthenecessityofthetransaction
andthereasonableness of the capital
operation.

commencing from theanticipated month ofsigning a transactional
contract, and evaluationof the necessity of thetransaction and thereasonableness of thecapital operation.
(vi) An appraisal reportfrom a professional
appraiser or an opinion(6) An appraisal report from a
professional appraiser or an
opinion of a certified public
accountant
obtainedincompliancewiththepreceding paragraph.
(7) Restrictive covenants andother important stipulations
associatedwiththetransaction.
The acquisition or disposal ofof a certified public
accountant obtained incompliance with thepreceding paragraph.
(vii) Restrictive covenants
and other importantequipment, right-of-use assets
thereof and right-of-use of real
property held for business use
between a public company and its
parent or subsidiary, or between
its subsidiaries in which it-38 -ExplanationtheProposed Amendment
stipulations associatedCurrently in Effectdirectly or indirectly holds 100%with the transaction.
of the outstanding shares or(2) The acquisition or disposal of
authorized capital may proceed
equipment, right-of-use assets
within a certain amount as
thereof and right-of-use of
decided by the Chairman byreal property held forauthority of the Board ofbusiness use between the
Directors before being submitted
Company and its subsidiary
to the next Board of Directors
or between its subsidiaries inmeeting for rectification.
which it directly or indirectly Paragraphs 3: Omitted
holds
100%
of
the
outstanding
sharesorauthorized
capitalmayproceed within a certain
amount as decided by the
Chairman by authority of theBoard of Directors before
being submitted to the next
Board of Directors meetingfor rectification.
(3) If the Company or its
subsidiary which is not adomestic public company has
a transaction set out in thepreceding subparagraph andthetransaction
amountreaches10%oftheCompany’s total assets or
more, the Company shallsubmit the materials listed ineachsubparagraphof
Paragraph1
totheshareholders’ meeting for
approval before entering intoa transactional contract ormaking a payment. It does
not apply, however, to thetransaction
betweentheCompany and its subsidiary-39 -Explanation

Proposed Amendment

Currently in Effector the transaction between its
subsidiaries.
Paragraphs 3: Omitted-40 -Explanation

Attachment VI
TRANSCEND INFORMATION INC.
ISSUANCE RULES OF TRANSCEND 2023 RESTRICTED STOCK AWARDS PLAN
Article 1：Purpose
In order to attract and retain professional talent needed for the Company, incentivize employees and increase employee cohesion formutually improving both the Company’s and shareholders’ interests and ensuring alignment of employee interests and shareholders’interests, the following issuance rules of Transcend 2023 Restricted Stock Awards Plan (“the Rules”) are stipulated in accordancewith Paragraph 9, Article 267 of the Company Act, and Exchange Act and the Regulations Governing the Offering Issuance ofSecurities by Securities Issuers (“the Regulation”) released by the Financial Supervisory Commission.

Article 2：Duration of issuanceWith two year following the day the approval notice from the competent authority is delivered, the Company may issue therestricted stock awards once or multiple times. The actual date of issuance and related matters shall be determined by the Chairmanof the Company (“the Chairman”) as authorized by the Company’s Board of Directors (“the Board of Directors”).

Article 3：Qualification requirements for employees
1.

Employees eligible for subscription are limited to full-time official employees of the Company and employees ofdomestic and foreign controlling or subordinate companies who have been employed as of the issue date ofrestricted stocks. The so-called “controlling or subordinate companies” shall be determined based on the criteria
stipulated under Articles 369-2 and 369-3, Paragraph 2, Article 369-9, and Article 369-11.

2.

The actual number for eligible employees’ subscriptions will be based on seniority, job level, work performance,
overall contribution, operation situations and other reference factors needed for management, in consideration of
the Company’s operational needs and development strategies needed for business, and will be reviewed by the
Chairman and submitted to the Board of Directors for approval. For directors and managerial officers who areemployees, the number for subscriptions shall be first approved by the Remuneration Committee and then approvedby the Board of Directors. For employees who are not directors or managerial officers, the number for subscriptions
shall be first approved by the Audit Committee and then approved by the Board of Directors.

3.

The cumulative number of new shares acquired by a single employee through restricted stock awards shall not
exceed 0.3 percent of the Company’s total outstanding stocks in combination with the cumulative number of stocks
for subscription in the employee stock warrants issued by the Company and granted to such employee underParagraph 1, Article 56-1 of the Regulation, and shall not exceed 1 percent of the Company’s total outstanding
stocks in combination with the cumulative number of stocks for subscription in the employee stock warrants issued
by the Company and granted to such employee under Paragraph 1, Article 56 of the Regulation. However, withspecial approval from the central authority of the relevant industry, the total number of employee stock warrants
and employee restricted stocks acquired by a single employee may be exempted from the aforesaid restrictions. If
the authority updates relevant provisions, such updated provisions shall apply.

Article 4：Total amount of issuance
The total number of shares issued by the Company under this plan shall be 3,000,000 common shares, each share having a par value-41 -of NT$10, for a total amount of NT$30,000,000.

Article 5：Vesting conditions for restricted stock awards and restricted contents thereof
1.

Issue price: The current issue is gratuitous.

2.

Class of issued shares: the Company’s newly issued common shares.

3.

Vesting conditions:i.

Employees who, after subscribing for restricted stocks, are still employed as of each grant date and did nothave any violation against the Company’s employment agreement, employees’ code of conduct, the depository
agreement, corporate governance best practice principles, ethical corporate management best practiceprinciples, work rules, non-competition and non-disclosure undertaking or other contractual agreements with
the Company during the following period as recognized by the Company, shall be vested 100% if having been
employed for two years since the grant date of each year, while the vesting unit is one share.

ii.

Where an employee subscribes for restricted stocks but voluntarily resigns, is terminated, is dismissed, retires,or is transferred to an affiliated enterprise within two years of the grant date, his or her subscribed but
unvested stocks shall be taken back by the Company for free.

iii.

Where an employee subscribes for restricted stocks but violates the Company’s employment agreement, work
rules or other regulations of the Company, his or her unvested stocks may be taken back by the Company forfree depending on the seriousness of such violations.

iv.

Where an employee is disabled or deceased due to occupational accidents or is deceased, his or her unvested
stocks shall be handled as follows:a. Disabled due to occupational accidents and thus dismissed: Unvested stocks are deemed meeting all
vesting conditions as of the date when the dismissal becomes valid.
b. Deceased due to occupational accidents: Unvested stocks are deemed meeting all vesting conditions as ofthe date of the decease. The successor(s) of the deceased, after completing all necessary procedures
according to the law and providing relevant supporting documents, may apply for receiving thedeceased’s stocks to be succeeded or benefits that have been disposed of.
c. Deceased: Unvested stocks are deemed not meeting vesting conditions as of the date of the decease. The
Company will take them back according to the law and cancel registration.

v.

Leave without pay: Where an employee applies for leave without pay due to the government’s laws andregulations, serious personal illness, major family causes or studying abroad, and obtains special approval
from the Company, the benefits of his or her unvested stocks may be resumed after reinstatement, but theperiod for meeting vesting conditions shall be deferred in accordance with the period of leave without pay.

vi.

Restricted stocks that are taken back by the Company for free will be cancelled registration by the Company.

vii.

After employees subscribe for restricted stocks, rights which are restricted before vesting conditions are met
are as follows:a.

Except for succession, employees who subscribed for restricted stocks and have not met vesting
conditions shall not sell, pledge, transfer, gift to others, create an encumbrance

on or otherwise disposeof the same.
b.

Attending, submitting proposals, giving speeches, and exercising voting rights and rights of election at ashareholders’ meeting are conducted in accordance with the trust and depository agreement. After an-42 -employee meets vesting conditions, stock dividends and cash dividends will be transferred from the trust
account to the employee’s personal account at the TDCC pursuant to the trust and depository agreement(cash dividends are to be transferred to the employee’s personal bank account). The unvested stocks ofan employee who does not meet vesting conditions will be taken back for free and cancel registration;
the stock dividends or cash dividends accrued therefrom, however, are not required to be refunded or
repaid by the employee.
c.

Except for the trust requirement in the preceding paragraph, employees who subscribed for restricted
stocks pursuant to the Rules and have not met vesting conditions shall have the same rights in, among
others, receiving stock dividends, cash dividends and additional paid-in capital and subscribing for new
shares upon capital increase by cash as the Company’s outstanding common stocks.

viii.

Other material conditions: Restricted stocks shall be promptly and directly entrusted to a depository instituteappointed by the Company after issuance. The Company or a person appointed by the Company shallrepresent employees to sign a trust agreement with the entrusted depository institute of the stocks.

Article 6：Execution and confidentiality of the agreement
1.

Employees who subscribe for restricted stocks, after notification by the responsible unit of the Company, must
execute a “Consent Letter for Receiving Restricted Stocks” and complete relevant depository procedures so as to bedeemed receiving restricted stocks. Those who do not execute relevant documents are deemed waiving the right torestricted stocks.

2.

Rightholders who subscribe for restricted stocks and their derivative benefits pursuant to the Rules shall comply
with the Rules and the “Consent Letter for Receiving Restricted Stocks”; violators are deemed not meeting vesting
conditions. Moreover, employees who execute the consent letter shall comply with confidentiality obligations, notdisclosing relevant contents of this case and personal interests to any third party; violators are deemed not meetingvesting conditions, and the Company may take back unvested stocks for free and cancel registration.

Article 7：Tax
Any tax incurred from granting the restricted stock awards under the Plan shall be governed by the applicable R.O.C laws andregulations.

Article 8：Implementation procedures
The relevant procedures and detailed operation timeline will be informed to granted employees by the responsible unit of theCompany.

Article 9：Implementation and revision
1.

The Rules shall obtain approval by the majority votes in a meeting of Board of Directors which two-thirds or more
directors are present, and then executed after effective registration with the competent authority. If modifications of
the issuance rules are required due to amendment to the laws and regulations or instructions from the competentauthority, the Chairman is authorized to make any necessary amendment to the Rules. The amendment to the Rules
shall be proposed to be reviewed and approved by the Board of Directors for ratification and issuance.

2.

For the matters not stipulated in the Rules, relevant applicable laws and regulations shall be referred.

-43 -APPENDIX I
TRANSCEND INFORMATION, INC.
RULES AND PROCEDURES OF SHAREHOLDERS’ MEETING
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, andno proposal containing more than one item will be included in the meeting agenda. When the circumstances of any-44 -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.

This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card,-45 -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 morethan 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-46 -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.
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-47 -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.
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.

-48 -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
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-49 -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.

-50 -APPENDIX II
TRANSCEND INFORMATION, INC.
ARTICLES OF INCORPORATION
Section I - General Provisions
Article 1：The Corporation shall be incorporated, as a company limited by shares, under the Company Law of the Republic of China,
and its name shall be 創見資訊股份有限公司 in the Chinese language, and Transcend Information, Inc. in the English
language.

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

CC01110 Computers and Computing Peripheral Equipments Manufacturing2.

CC01120 Data Storage Media Manufacturing and Duplicating

3.

F113050 Wholesale of Computing and Business Machinery Equipment

4.

F118010 Wholesale of Computer Software

5.

F119010 Wholesale of Electronic Materials

6.

F401010 International Trade

7.

I301010 Software Design Services

8.

CC01080 Electronic Parts and Components Manufacturing

9.

F401021 Restrained Telecom Radio Frequency Equipments and Materials Import

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

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

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

Section II - Capital Stock
Article 6：The total capital stock of the Corporation shall be in the amount of 5,000,000,000 New Taiwan Dollars, divided into
500,000,000 shares, at ten New Taiwan Dollars each. The Board of directors is authorized to issue the shares in separate
installments as required. A total of 25,000,000 shares among the above total capital stock should be reserved for issuing
employee stock options. The Board of directors is authorized to issue employee stock options from time to time.

-51 -Article 6-1：If the Corporation issue employee stock options on the exercise price under the market price, it shall be issued after the
resolution of the Shareholders’ meetings in accordance with relevant rules and regulations of the Republic of China.
Employees, including the employees of parents or subsidiaries of the company meeting certain specific requirements,
are entitled to receive employee stock options. Such specific requirements shall be prescribed by the board of directors.

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

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

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

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

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

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

Article 12：Except as provided in the Company Law of the Republic of China, shareholders’meetings may be held if attended by-52 -shareholders more than one half of the total issued and outstanding capital stock of the Corporation, and resolutions
shall be adopted at the meeting with the concurrence of a majority of the votes held by shareholders present at themeeting. Pursuant to Article 177-1 of the Company Act, the shareholders may vote via written form or an electronic
voting system, and the manner or voting shall be clearly stated in each meeting notice.

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

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

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

Article 13-3：(Deleted)

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

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

-53 -Article 15-1：Each director shall be given at least 7 days advance notice of the convening of a board of directors meeting of the
Corporation. In emergency circumstances, however, a meeting may be convinced on shorter notice. The meeting noticereferred to in the preceding paragraph shall specify the reasons for convening the meeting, and shall be made in writing,by e-mail, or by facsimile.

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

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

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

2.

To propose increasing or decreasing capital3.

To establish or dissolve branches

4.

To approve budget and final reports

5.

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

Article 18：(Deleted)

Article 19：(Deleted)

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

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

Article 22：If the Company has earnings after the annual final accounting, it shall pay remuneration to employees at the minimum of
1% of the profit, and pay remuneration to directors at the maximum of 0.2% of the profit. However, the Company's
accumulated losses shall have been covered.
Employees’ remuneration could be paid by cash or stock. Employees shall mean the employees of parent or subsidiariesof the company meeting certain specific requirements. Such specific requirements shall be prescribed by the board of-54 -directors.

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

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

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

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

-55 -The fourth amendment was made on July 30, 1994.
The fifth amendment was made on June 8, 1995.
The sixth amendment was made on July 8, 1997.
The seventh amendment was made on August 15, 1997.
The eighth amendment was made on September 12, 1997.
The ninth amendment was made on June 20, 1998.
The 10th amendment was made on September 15, 1998.
The 11th amendment was made on June 12, 1999.
The 12th amendment was made on April 15, 2000.
The 13th amendment was made on April 9, 2001.
The 14th amendment was made on June 10, 2002.
The 15th amendment was made on June 3, 2003.
The 16th amendment was made on June 11, 2004.
The 17th amendment was made on June 13, 2005.
The 18th amendment was made on June 14, 2006.
The 19th amendment was made on June 11, 2007.
The 20th amendment was made on June 13, 2008.
The 21st amendment was made on June 16, 2009.
The 22nd amendment was made on June 17, 2010.
The 23rd amendment was made on June 10, 2011.
The 24th amendment was made on January 5, 2012.
The 25th amendment was made on June 13, 2013.
The 26th amendment was made on June 12, 2014.
The 27th amendment was made on June 14, 2016.
The 28th amendment was made on June 12, 2019.
The 29th amendment was made on June 19, 2020.

Transcend Information, Inc.
Chairman: Shu, Chung-Won-56 -APPENDIX III
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)
16,671,795

16,000,000

Note 1: The period of Book closure is from April 18, 2023 to June 16, 2023.
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 18, 2023:
Title
Chairman

Name

Current Shareholding (Shares)

SHU, CHUNG-WON

9,990,453

Director

SHU, CHUNG-CHENG

6,244,098

Director

CHUI, LI-CHU

0

Director

HSU, CHIA-HSIAN

437,244

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

16,671,795-57 -