Notice of the Board of Directors' Resolution on Procurement of GPU Servers

Major Information - 2024/02/23

1.Name and nature of the underlying asset (e.g., land located at Sublot XX,
Lot XX, North District, Taichung City):SERVER VFG-SYS-821GE-TNHR-1081
2.Date of occurrence of the event:2024/02/23
3.Transaction unit amount (e.g.XX square meters, equivalent to XX ping),
unit price, and total transaction price:
Transaction unit amount:50units
Estimated unit price:NT$8,500,000
Estimated total transaction price:NT$425,000,000
Estimated construction cost:NT$75,000,000
4.Trading counterparty and its relationship with the Company (if the trading
counterparty is a natural person and furthermore is not a related party of
the Company, the name of the trading counterparty is not required to be
Trading counterparty:Super Micro Computer, Inc.
Relationship with the Company:Non-related party
5.Where the trading counterparty is a related party, announcement shall also
be made of the reason for choosing the related party as trading counterparty
and the identity of the previous owner, its relationship with the Company
and the trading counterparty, and the previous date and monetary amount of
6.Where an owner of the underlying assets within the past five years has
been a related party of the Company, the announcement shall also include the
date and price of acquisition and disposal by the related party, and its
relationship with the Company at the time of the transaction:N/A
7.Projected gain (or loss) through disposal (not applicable for
acquisition of assets; those with deferral should provide a table
explaining recognition):N/A
8.Terms of delivery or payment (including payment period and
monetary amount), restrictive covenants in the contract,
and other important terms and conditions:
Terms of delivery or payment:NT$425,000,000
Monetary amount:NT$425,000,000
restrictive covenants in the contract,and other important terms
and conditions:The transaction will be executed under the terms
and conditions stipulated in the contract signed between the
buyer and the seller
9.The manner of deciding on this transaction (such as invitation to tender,
price comparison, or price negotiation), the reference basis for the
decision on price, and the decision-making unit:
The manner of deciding on this transaction:price negotiation
The reference basis for the decision on price:It's based on market
conditions and the valuation report provided by the appraiser
The decision-making unit:The Board of Directors authorized the
Chairman to handle all matters related to the negotiation of
purchase and sale prices and the signing and transfer of contracts
at the meeting held on February 23, 2024
10.Name of the professional appraisal firm or company and
its appraisal price:
Name of the professional appraisal company:Wau Yuan Property
Appraisal & Consulting
Appraisal price:It falls within the range of USD13,300,390-USD16,750,000
11.Name of the professional appraiser:PETER LIEN-HSING CHEN
12.Practice certificate number of the professional appraiser:None
13.The appraisal report has a limited price, specific price,
or special price:N/A
14.An appraisal report has not yet been obtained:N/A
15.Reason for an appraisal report not being obtained:N/A
16.Reason for any significant discrepancy with the appraisal reports
and opinion of the CPA:N/A
17.Name of the CPA firm:N/A
18.Name of the CPA:N/A
19.Practice certificate number of the CPA:N/A
20.Broker and broker's fee:N/A
21.Concrete purpose or use of the acquisition or disposal:
This resolution is in line with the Company's strategic initiative
to diversify our operations and expand our business scope
22.Any dissenting opinions of directors to the present transaction:None
23.Whether the counterparty of the current transaction is a
related party:Non-related party
24.Date of the board of directors resolution:
The Company's Audit Committee and the Board of Directors, in a
meeting on February 23, 2023, have authorized the Chairman to
handle the transaction with a total amount under NT$425 million
and construction cost up to NT$82.5 million (10% of the total
cost, with a cap of NT$75 million).
25.Date of ratification by supervisors or approval by
the audit committee:2024/02/23
26.The transaction is to acquire a real property or right-of-use
asset from a related party:None.
27.The price assessed in accordance with the Article 16 of the
Regulations Governing the Acquisition and Disposal of Assets
by Public Companies:N/A
28.Where the above assessed price is lower than the transaction price,
the price assessed in accordance with the Article 17 of the same
29.Any other matters that need to be specified:None.

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