Altek — AGM Information 2017

Jul 26, 2017

Altek Corporation

2017 Annual General Shareholders’ Meeting Minutes

(Translation)

Time and Date: June 16, 2017 at 9 a.m.

Place: No.2, Zhanye 1st Rd., Hsinchu City, Taiwan

Total outstanding Altek shares: 269,494,852 shares

Total shares represented by shareholders present in person or by proxy: 189,420,565shares

Percentage of shares held by shareholders present in person or by proxy: 70.28 %

Chairman: Alex Hsia, the Chairman of the Board of Directors

Directors and Supervisors present: Alex Hsia, David Lin, Simon Law, Jason Lin, Alex P. C. Liu

Recorder: Carol Chen

A.The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting to order.

B.Chairman’s Address (omitted)

C.Report Items

• I. Reported the 2016 business report (see Attachment 1 )

• II. 2016 Supervisors’ audit report (see Attachment 2)

• III. Reported Distribution of employees’ compensation as well as the remuneration for the Directors and Supervisors

Explanations:

• i. According to Article 25 of the Company’s Articles of Incorporation, the Company shall appropriate 10%~20% of the annual earnings, if any, as compensation to employees and appropriate no more than 2% of the annual earnings as remuneration to Directors and Supervisors.

• ii. It’s proposed to appropriate 15% of the annual earnings, equivalent to NT$13,383,318, as compensation to employees and 2% of the annual earnings, equivalent to NT$1,784,442, as remuneration to Directors and Supervisors. The aforementioned amounts are the same as the amounts estimated in 2016 and they will all be paid in cash.

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• IV. Reported the issuance of new common shares in private placement and/or issuance of domestic or overseas convertible bonds in private placement. Explanations:

• i.On June 17, 2016 the Annual General Shareholders’ Meeting approved to issue new common shares in private placement and/or issue domestic or overseas convertible bonds in private placement (hereinafter “the Fund Raising”) not exceeding 70,000,000 shares subject to Article 43‐6 of Securities and Exchange Act, and carry out the Fund Raising in one time or multiple times as well as in one way or multiple ways within one year.

• ii.The above Fund Raising will be due on June 16, 2017 and is never being raised within past one year. The Board of Directors has resolved on May 5, 2017 that not to raise the above fund in the remaining period.

D.Recognition Items

• I. 2016 business report and financial statements (Proposed by the Board of Directors) Explanations:

• i.The Company’s 2016 financial statements were audited by CPA Dian-Yi Lee and CPA Yu-Kuan Lin of PricewaterhouseCoopers Taiwan that were presented and resolved along with the business report in the 16[th] board meeting of the 7[th] term of Board of Directors. The aforementioned financial statements and business report have be submitted to and be reviewed by the Supervisors.

• ii.Please refer to Attachment 1 for the business report and Attachment 3 for the independent auditor’s report and financial statements.

Voting Results:

Shares represented at the time of voting: 189,285,165

g Results: hares represented at the time of voting: 189,285,165
Voting Results*	% of the total represented share present
Votes in favor: 183,006,597 votes (21,642,254 votes)	96.68%
Votes against: 8,785 votes (8,785 votes)	0.01%
Votes invalid: none	0.00%
Votes abstained: 6,269,783 votes (5,719,612 votes)	3.31%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the 2016 Business Report and Financial Statements be and hereby were accepted as submitted.

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• II. Distribution of 2016 earnings (Proposed by the Board of Directors)

Explanations:

• i.The Company plans to distribute the 2016 earnings in accordance with the Company Law and the Company’s Articles of Incorporation as follows:

		Unit: NTD
Item		Amount
Unappropriated earnings – beginning Add:The actuarial benefits of the current defined benefit plan Add: The 2016 net income Less: 10% legal reserve Current earnings available for distribution Distribution: Cash dividend (NT$0.8 per share) Unappropriated earnings - ending		2,885,778,760 6,512,749 53,800,029 (5,380,003)
		2,940,711,535
		(215,595,882)
		2,725,115,653
Note 1: The cash dividend per share for the aforementioned shareholders is computed in accordance with the 269,494,852 shares entitled to the dividend distribution as of March 16, 2017. The cash dividend less than NT$1 for the odd shares will be booked as other income of the Company. Note 2: The distribution of earnings is based on the earnings generated in 2016 and the insufficient amount, if any, is to be replenished with the earnings of previous years according to the last-in-first-out principle.

ii.The Board of Directors resolved to authorize the Chairman to schedule the ex-dividend date, dividend distribution date, and other relevant matters as soon as the proposal of earnings distribution resolved in the 2017 annual general shareholders’ meeting. If the outstanding shares are affected by the changes in the capital stock of the Company and thus affects the distribution ratio to shareholders, the Chairman is authorized to handle the relevant matters discretionally.

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Voting Results:

Shares represented at the time of voting: 189,285,165

hares represented at the time of voting: 189,285,165
Voting Results*	% of the total represented share present
Votes in favor: 183,004,623 votes (21,640,280 votes)	96.68%
Votes against: 11,711 votes (11,711 votes)	0.01%
Votes invalid: none	0.00%
Votes abstained: 6,268,831 votes (5,718,660 votes)	3.31%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

E.Discussion and Election Items

• I. To revise the Articles of Incorporation. (Proposed by the Board of Directors)

Explanations:

For establishing the Audit Committee in compliance with the regulations, it is proposed to have relevant clauses of the Company’s Articles of Incorporation amended. Please refer to Attachment 4 for the amendments made before and after.

Voting Results:

Shares represented at the time of voting: 189,285,165

Voting Results*	% of the total represented share present
Votes in favor: 183,002,519votes (21,638,176 votes)	96.68%
Votes against: 13,815 votes (13,815 votes)	0.01%
Votes invalid: none	0.00%
Votes abstained: 6,268,831votes (5,718,660 votes)	3.31%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

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• II. To revise the Procedures for Acquisition or Disposal of Assets. (Proposed by the Board of

Directors)

Explanations:

For establishing the Audit Committee in compliance with the regulations and other amended regulations, it is proposed to have relevant clauses of the Company’s Procedures for Acquisition or Disposal of Assets amended. Please refer to Attachment 5 for the amendments made before and after.

Voting Results:

Shares represented at the time of voting: 189,285,165

hares represented at the time of voting: 189,285,165
Voting Results*	% of the total represented share present
Votes in favor: 175,302,756 votes (13,938,413 votes)	92.61%
Votes against: 7,713,578 votes (7,713,578 votes)	4.08%
Votes invalid: none	0.00%
Votes abstained: 6,268,831 votes (5,718,660 votes)	3.31%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

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• III. To revise the Regulations Governing Loaning of Funds and Making of Endorsements/ Guarantees. (Proposed by the Board of Directors)

Explanations:

For establishing the Audit Committee in compliance with the regulations, it is proposed to have relevant clauses of the Company’s Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees amended. Please refer to Attachment 6 for the amendments made before and after.

Voting Results:

Shares represented at the time of voting: 189,285,165

hares represented at the time of voting: 189,285,165
Voting Results*	% of the total represented share present
Votes in favor: 183,002,443 votes (21,638,100 votes)	96.68%
Votes against: 13,891 votes (13,891 votes)	0.01%
Votes invalid: none	0.00%
Votes abstained: 6,268,831 votes (5,718,660 votes)	3.31%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

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• IV. To revise the Procedures for Election of Directors and Supervisors.(Proposed by the Board of Directors)

Explanations:

For establishing the Audit Committee in compliance with the regulations, it is proposed to have relevant clauses of the Company’s Procedures for Election of Directors and Supervisors amended and to have it renamed as Procedures for Election of Directors. Please refer to Attachment 7 for the amendments made before and after.

Voting Results:

Shares represented at the time of voting: 189,285,165

hares represented at the time of voting: 189,285,165
Voting Results*	% of the total represented share present
Votes in favor: 177,162,518 votes (15,798,175 votes)	93.60%
Votes against: 13,816 votes (13,816 votes)	0.01%
Votes invalid: none	0.00%
Votes abstained: 12,108,831 votes (11,558,660 votes)	6.39%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

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• V. To elect the board members for the 8th term. (Proposed by the Board of Directors) Explanations:

• i. The 7[th] term of the Board of Directors and Supervisors of the Company were elected at the annual general shareholders’ meeting on June 19, 2014 and will expire on June 18, 2017. Since the shareholders’ meeting will be held on June 16, 2017 ahead of the schedule, the 8[th] term of Board of Directors (including Independent Directors) will be elected accordingly in accordance with Articles 199-1 and Articles 227 of the Company Law. The 7[th] session of the Directors will be discharged on the date when the 8[th] session of the Directors begins their duties (which is 16[th] June, 2017).

• ii. The Company intends to set up the Audit Committee in accordance with the Securities and Exchange Act, which shall be organized by all three Independent Directors and perform the duties of the Supervisors; therefore, no Supervisor will be appointed according to the law and regulations.

• iii. The Company has seven~nine Directors elected for a term of three years that shall be elected among the competent individuals in the shareholders’ meeting and they can be elected for a second term according to Article 15 of the Articles of Incorporation of the Company. There should be not less than two Independent Directors elected among the aforementioned Board Directors, which shall not be less than one fifth of the seats of the Directors. It was resolved in the 16[th] meeting of the Company’s 7[th] term of Board of Directors that the seven Directors (including three Independent Directors) elected for the 8[th] term of Board of Directors begin their duties for a term of three years from June 16, 2017 to June 15, 2020.

• iv. The Independent Directors of the Company are elected according to the nomination system for candidates and the list of candidates for Independent Directors has been examined and approved in the 17[th] meeting of the 7[th] term of Board of Directors. The information related to their education, experience, and shareholding is as follows:

Name	Education	Experience	Shareholding as of April 18,2017
Ying Chih Hsieh	The University of Dallas MBA	President of Taiwan Securities Co., Ltd. Hong Kong Branch Vice President of Securities, SinoPac Holdings	0 share
Ching Jen Hu	University of California Master of Science in Mechanical Engineering	Senior Vice President of Etron Technology Inc. President of LED BU of Walsin Lihwa Corp.	0 share
MORI SHOREI	Researcher of Faculty of Engineering The University of Tokyo	Director of Fuji Film Corp. Japan	0 share

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Voting Results ：

The list of the newly elected directors with votes received as below ：

Title	Name	Votes Received
Director	Alex Hsia	300,529,019
Director	Sophia Chen	277,343,339
Director	Representative of Yitsang International Co., Ltd., David Lin	277,018,000
Director	Representative of Yitsang International Co., Ltd., Belle Liang	273,489,503
Independent Director	Ching Jen Hu	20,839,946
Independent Director	Ying Chih Hsieh	19,712,938
Independent Director	MORI SHOREI	19,190,224

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VI. To release the newly elected Directors from the non-competition restrictions. (Proposed by the Board of Directors)

Explanations:

• i. According to Article 209 of the Company Law, the Directors conducting the same or similar business with the Company’s business for themselves or others shall explain the important contents of their acts in the shareholders’ meeting for approval.

• ii. For the Directors (including the Independent Directors) and their representatives of the Company newly elected in the 2017 annual general shareholders’ meeting, under the precondition of not jeopardizing the Company’s best interests, it’s proposed to release the non-competition restrictions in accordance with Article 209 of the Company Law. The scope of aforementioned non-competition restrictions to be released is to be explained when discussed in the annual general shareholders’ meeting.

The scope of restrictions to be released was explained as below:

Name	Scope of released restrictions
Alex Hsia	Chairman, Altek Semiconductor Corporation Chairman, Altek Semiconductor (Cayman) Co., Ltd. Executive Director, Altek Semiconductor (Shanghai) Co., Ltd. Director, Kinko Optical (Suzhou) Co., Ltd. Director, Guangdong Kingding Optical Machine Co., Ltd.
Sophia Chen	President, Gold Jasper Management Co., Ltd Independent Director,VEDEN DENTAL GROUP
Belle Liang	Independent Director, eGalax_eMPIA Technology Inc.

Voting Results:

Shares represented at the time of voting: 189,285,165

hares represented at the time of voting: 189,285,165
Voting Results*	% of the total represented share present
Votes in favor: 175,334,178 votes (13,969,835 votes)	92,63%
Votes against: 7,586,194 votes (7,586,194 votes)	4.01%
Votes invalid: none	0.00%
Votes abstained: 6,364,793 votes (5,814,622 votes)	3.36%

*including votes casted electronically (numbers in brackets)

RESOLVED, that the above proposal be and hereby was approved as proposed.

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F.Extraordinary Motions: None

G.Adjournment: Meeting ended at 09:49 am

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Attachment 1

Altek Corporation

2016 Business Report

With the support of all shareholders and colleagues, the Company has been actively transformed into a digital imaging solution provider. In the year of 2016, the solutions including digital image processing chip, dual lens camera module, and image processing technology licensing continued penetrating several international smart phone supply chain successfully; also, new wearable image products continued to appear in market. However, due to the shortage of key components as a result of the earthquake in Japan and the delay of launching new products by the customers, the Company’s consolidated revenue amounted to NT$11.58 billion in 2016, representing a decrease of approximately 7.3% from the previous year; furthermore, the consolidated gross profit rate was 13%, the net income was NT$53.8 million, and the earnings per share was NT$0.2.

Due to the broad application of the digital image, the Company has applied the digital image technology that was developed through years of efforts to provide customers with image chips, camera modules, image processing technology licensing, wearable image products, and other digital imaging solutions. Since the mobile phone with dual camera design has become one of the trends, more mid- and high-end mobile phones are expected to be adopted that is expected to help increase the market penetration rate of the dual-camera mobile phone. If there is no significant change in the market, the growth of the wearable image product can also be expected. In the prospect, the use of image technology in the fields of 3D sensing, virtual reality, depth learning, artificial intelligence, and driverless car will become more vigorous and play a key role. The Company will continue to invest more research and development resources in the image technology in order to develop more market-oriented products and to grasp this opportunity for growth.

In the prospect of this year, while facing the rapid changes in new technologies, new materials, and new technologies, all Altek colleagues still need to overcome the possible challenges in the business environments, continue to deepen the core technology of digital

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image, enhance product added value, provide customers with total solutions and services, and continuously improve the market share and influence in the field of digital image, as well as continuing to strengthen the aspects of system, procedure, and production in order to enhance the overall competitiveness, growth, and profitability. The Company’s management team and employees will continue to be dedicated to pursuing the best interests of all shareholders with the business philosophy of precision, promptness, innovation, quality, cost, flexibility and efficiency. We would like to thank our shareholders for your continuing supports and encouragement to the Company.

Chairman & CEO

Alex Hsia

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Attachment 2

Supervisors’ Audit Report

To: The 2017 Annual General Shareholders’ Meeting

The Company’s 2016 financial statements (including the consolidated financial statements) were audited by CPA Dian-Yi Lee and CPA Yu-Kuan Lin of PricewaterhouseCoopers Taiwan that were presented fairly, in all material respects, regarding the Company’s financial position, and the results of operations and cash flows. We have reviewed the said business report, financial statements, and proposal for surplus earnings distribution that were prepared by the Board of Directors without finding any nonconformity. We submit this Supervisors’ report in accordance with Article 219 of the Company Law .

Supervisor: Tim Liou Supervisor: Amy Chien Supervisor: Alex P. C. Liu

March 17, 2017

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Attachment 3

CPA Report (13 頁 , p.15-27)

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Attachment 4

Comparison Table for Articles of Incorporation

	Article after Revision		Article before Revision	Reason for Revision
	Chapter IV Directors,Audit Committee and Managerial Officers		Chapter IV Directors,Supervisorsand Managerial Officers	To set up an Audit Committee to replace Supervisors.
	Article 15: The Company shall have seven (7) to nine (9) Directors to be elected by the shareholders’ meeting from among candidates with disposing capacity. The term of office is three (3) years and they may continue in office if re-elected. Among the above-mentioned number of Directors, the Company shall have not less thanthree (3)in number and not less than one-fifth of the total number of Directors as Independent Directors, who shall be elected by the shareholders under the candidate nomination system. The election of independent and non-independent Directors shall be held together but the votes shall be calculated separately. The Company shall establish an Audit Committee according to Article 14-4 of Securities and Exchange Act. The Audit Committee shall be composed of the entire number of Independent Directors. The aggregate shareholding percentages of the entire bodies of Directors shall comply with “the Rules and Review Procedure for Director and Supervisor Share OwnershipRate at Public		Article 15: The Company shall have seven (7) to nine (9) Directors and three (3) Supervisors to be elected by the shareholders’ meeting from among candidates with disposing capacity. The term of office is three (3) years and they may continue in office if re-elected. Among the above-mentioned number of Directors, the Company shall have not less thantwo (2)in number and not less than one-fifth of the total number of Directors as Independent Directors, who shall be elected by the shareholders under the candidate nomination system. The election of independent and non-independent Directors shall be held together but the votes shall be calculated separately. The aggregate shareholding percentages of the entire bodies of Directorsand Supervisors shall comply with “the Rules and Review Procedure for Director and Supervisor Share Ownership Rate at Public Companies” by the securities supervisory authorities. When the Company has established an Audit Committee to replace the Supervisors, the Company is	To set up an Audit Committee according to Article 14-4 of Securities and Exchange Act.

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	Article after Revision		Article before Revision	Reason for Revision
	Companies” by the securities supervisory authorities.		not subject to the provisions regarding the Supervisors’ during the Audit Committee’s term of office. The Audit Committee shall be composed of the entire number of Independent Directors.
	Article 20: The organization, authority, meeting procedures and other related matters of the Company’s Audit Committee shall follow the laws and competent authority of securities’regulations.		Article 20: Supervisors shall have the following authorities: 1.To investigate the financial conditions of the Company. 2.To examine the accounting books and documents of the Company. 3.To supervise the execution of business operations of the Company. 4.To review the Company’s budget and final accounts. 5.To audit the proposal of distributing surplus and subsidizing deficit. 6.Other rights empowered from the Company Act.	To revise this Article according to Article 15.
	Article 21. The Board of Directors is authorized to determine the remuneration for the Directors, taking into account the extent of his/her participation and contribution to the Company and with reference to the normal standard of the industry regardless of profit or loss of the Company. The Company may pay the traffic allowance to the Directors with reference to the normal standard of the industry and purchase the liability insurance for the Directors.		Article 21. The Board of Directors is authorized to determine the remuneration for the Directorsand Supervisors, taking into account the extent of his/her participation and contribution to the Company and with reference to the normal standard of the industry regardless of profit or loss of the Company. The Company may pay the traffic allowance to the Directorsand Supervisorswith reference to the normal standard of the industry and purchase the liability insurance for the Directorsand Supervisors.	To revise this Article according to Article 15.
	Article 24: At the end of each fiscalyear,		Article 24: At the end of each fiscalyear,	To revise this Article accordingto

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	Article after Revision		Article before Revision	Reason for Revision
	the Board of Directors of the Company shall prepare the following documents, which shall be submitted to the Audit Committeefor auditing thirty (30) days prior to the regular shareholders’ meeting pursuant to Article 228 of the Company Act.The Audit Committee shall submit the auditing report to the shareholders'meeting for approval. However, the Securities and Exchange Act or other laws shall be followed if they have regulated in some other ways. 1. Business report; 2. Financial statement; 3. Surplus earnings distribution or loss make-up proposal		the Board of Directors of the Company shall prepare the following documents, which shall be submitted tothe Supervisors for auditing thirty (30) days prior to the regular shareholders’ meeting pursuant to Article 228 of the Company Act.The Supervisors shall submit the auditing report to the shareholders' meeting for approval. 1. Business report; 2. Financial statement; 3. Surplus earnings distribution or loss make-up proposal	Article 15.
	Article 25: The Company shall distribute ten percent (10%) to twenty percent (20%) of profit of the current year as employees’ compensation and not more than two percent (2%) of profit of the current year as the Directors’ remuneration. However, the Company's accumulated losses shall have been covered. Employees’ compensation may be distributed in the form of shares or in cash. The employees of the Company’s subsidiaries which the Company owns more than fifty percent (50%) of the shares may be entitled to receive the employees’ compensation. Profit of the current year mentioned in section one shall meanpre-tax benefit of		Article 25: The Company shall distribute ten percent (10%) to twenty percent (20%) of profit of the current year as employees’ compensation and not more than two percent (2%) of profit of the current year as the remuneration of Directors and Supervisors.However, the Company's accumulated losses shall have been covered. Employees’ compensation may be distributed in the form of shares or in cash. The employees of the Company’s subsidiaries which the Company owns more than fifty percent (50%) of the shares may be entitled to receive the employees’ compensation. Profit of the current year mentioned in section one shall	To revise this Article according to Article 15.

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	Article after Revision		Article before Revision	Reason for Revision
	the current year before deducting the employees’ compensation and the Directors’ remuneration. The distribution of the employees’ compensation and the Directors’ remuneration shall be resolved by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of Directors. And a report of such distribution shall be submitted to the shareholders' meeting. Before the Company sets up the Audit Committee, the total remuneration of Directors and Supervisors shall not exceed two percent (2%) of profit of the current year, and this article shall apply.		mean pre-tax benefit of the current year before deducting the employees’ compensation and the remuneration of Directorsand Supervisors.The distribution of the employees’ compensation and the remuneration of Directorsand Supervisorsshall be resolved by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of Directors. And a report of such distribution shall be submitted to the shareholders' meeting.
	Article 32. With the consent of the promotes in the promoter‘s meeting, the Articles of Incorporations were duly stipulated on December 20, 1996. The Articles were duly amended on December 26, 1996 as the 1st amendment~ the 17th amendment….(omit) The Articles were duly amended on June17, 2016 as the 18th amendment. The Articles were duly amended on June 16, 2017 as the 19th amendment.		Article 32. With the consent of the promotes in the promoter‘s meeting, the Articles of Incorporations were duly stipulated on December 20, 1996. The Articles were duly amended on December 26, 1996 as the 1st amendment~ the 17th amendment….(omit) The Articles were duly amended on June17, 2016 as the 18th amendment.	To add the date of revision.

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Attachment 5

Comparison Table for Procedures for Acquisition or Disposal of Assets

Article after Revision		Article before Revision	Reason for Revision
Article 3 Definitions I.(omitted…) II. Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156, paragraph8of the Company Act. III~VVI(omitted…)		Article 3 Definitions I.(omitted…) II. Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act, Financial Holding Company Act, Financial Institution Merger Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefor (hereinafter "transfer of shares") under Article 156, paragraph6of the Company Act. III~VVI(omitted…)	To conform to the amendment of the Company Act.
Article 5 Disposition Procedures for the Acquisition or Disposal of Securities I. Appraisal procedures 1. Purchase, reserve and sell of the Company’s securities shall be made subject to the Company’s internal control system investment cycle、related operating regulation and the Procedures after the management unit conducts the feasibility assessment. 2. The Companyacquiringor		Article 5 Disposition Procedures for the Acquisition or Disposal of Securities I. Appraisal procedures 1. Purchase, reserve and sell of the Company’slong term and short termsecurities shall be made subject to the Company’s internal control system investment cycle、long term and short term shareholding investment operating regulation and the Procedures after the management unit conducts the feasibility assessment. 2. The Companyacquiringor	To conform to the amendment of laws and regulations.

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	Article after Revision	Article before Revision	Reason for Revision
	disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price. II. Operating procedures 1. In the investment of the Company’s securities where the transaction amount for acquisition or disposal is less than NT$50 million shall be approved by the general manager and when the transaction amount is between NT$50 million to NT$100 million shall be approved by the Chairman of Directors, unless for acquisition or disposal of government bonds, financial bonds, and commercial paper, banker’s acceptance, bond with repurchase or reverse repo transactions ormoney market fundsmay be approved by the chief executive officer.	disposing of securities shall, prior to the date of occurrence of the event, obtain financial statements of the issuing company for the most recent period, certified or reviewed by a certified public accountant, for reference in appraising the transaction price. II. Operating procedures 1. In the investment of the Company’s securities where the transaction amount for acquisition or disposal is less than NT$50 million shall be approved by the general manager and when the transaction amount is between NT$50 million to NT$100 million shall be approved by the Chairman of Directors, unless for acquisition or disposal of government bonds, financial bonds, and commercial paper, banker’s acceptance, bond with repurchase or reverse repo transactions orbond fundsmay be approved by the chief executive officer.
	Article 6 Disposition Procedures for the Acquisition or Disposal of Real Property and Equipment I. (omitted…) II. 1.~5. (omitted) 6. In acquiring or disposing of real property or equipment where the transaction amount reaches 20 percent of the Company's paid-in capital or NT$300 million or more, the Company, unless transacting with a governmentauthority, engagingothers to build on its	Article 6 Disposition Procedures for the Acquisition or Disposal of Real Property and Equipment I. (omitted…) II. 1.~5. (omitted) 6. In acquiring or disposing of real property or equipment where the transaction amount reaches 20 percent of the Company's paid-in capital or NT$300 million or more, the Company, unless transacting with a governmentagency, engagingothers to build on its	To conform to the amendment of laws and regulations.

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	Article after Revision	Article before Revision	Reason for Revision
	own land, engaging others to build on rented land, or acquiring or disposing of equipment for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions (matters required to be Included in the appraisal report shall be made in accordance with the competent authority’s regulations) …(omitted)	own land, engaging others to build on rented land, or acquiring or disposing of equipment for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions (matters required to be Included in the appraisal report shall be made in accordance with the competent authority’s regulations) …(omitted)
	Article 7 Disposition Procedures for the Related Party Transactions I. Appraisal procedures When the Company engages in any acquisition or disposal of assets from or to a related party, in addition to following the procedures specified inArticle 5, Article 6 andArticle 8,the Company also has to ensure that the necessary resolutions are adopted in accordance with this article and the reasonableness of the transaction terms is appraised. If the transaction amount reaches 10 percent or more of the Company's total assets, the Company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance withArticle 5,Article 6 and Article 8.When judging whether a trading counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered. II. Operating procedures	Article 7 Disposition Procedures for the Related Party Transactions I. Appraisal procedures When the Company engages in any acquisition or disposal of assets from or to a related party, in addition to following the procedures specified in Article 6, the Company also has to ensure that the necessary resolutions are adopted in accordance with this article and the reasonableness of the transaction terms is appraised. If the transaction amount reaches 10 percent or more of the Company's total assets, the Company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with Article 6. When judging whether a trading counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered. II. Operating procedures	To conform to the amendment of laws and enact the reference Articles

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	Article after Revision	Article before Revision	Reason for Revision
	1.When the Company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or dispose of assets other than real property from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, except in trading of government bonds, bonds under repurchase and resale agreements, or subscription orrepurchaseof money market funds issued by domestic securities investment trust enterprises,the Company may not proceed to enter into a transaction contract and make a payment until the following matters have been approved by the Board of Directors and recognized by the Supervisors： (omitted…)	1. When the Company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or dispose of assets other than real property from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, except in trading of government bonds, bonds under repurchase and resale agreements, or subscription orredemptionof domestic money market funds, the Company may not proceed to enter into a transaction contract and make a payment until the following matters have been approved by the Board of Directors and recognized by the Supervisors：(omitted…)
	Article 8 Disposition Procedures for the Acquisition or Disposal of Memberships and Intangible Assets I. (omitted…) II. 1.~3. (omitted) 4. Where the Company acquires or disposes of memberships or intangible assets and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a governmentauthority, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the	Article 8 Disposition Procedures for the Acquisition or Disposal of Memberships and Intangible Assets I. (omitted…) II. 1.~3. (omitted) 4. Where the Company acquires or disposes of memberships or intangible assets and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a governmentagency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the	To conform to the amendment of laws and regulations.

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	Article after Revision		Article before Revision	Reason for Revision
	transaction price; the CPA shall comply with the provisions of Statements of Auditing Standards No. 20 published by the ARDF. 5.(omitted…)		transaction price; the CPA shall comply with the provisions of Statements of Auditing Standards No. 20 published by the ARDF. 5.(omitted…)
	Article 10 The Limited Investment Amount of the Company and Its Subsidiaries for Non-Operating Real Property and Securities I. The total investment amount of the Company and its subsidiaries for non-operating real property may not exceed twenty five percent of the total amount of the Company’s net value together with the Company’s long term liability stated in the latest financial statements. II. The total investment amount of the Company and its subsidiaries for all the securities and each securities may not exceed one hundred percent and fifty percent of the total amount of the Company’s net value together with the Company’s long term liability stated in the latest financial statements. The calculation of the total amount in the investment shall be based on the original investment cost.		Article 10 Amount for the Investment I. The investment in a specific short term securities (except for bonds, financial bonds, and commercial paper, banker’s acceptance, bond with repurchase or reverse repo transactions or bond funds), membership card and intangible assets may not exceed ten percent of the Company’s net value stated in the latest financial statements. The total investment amount of short term securities invested by the Company may not exceed twenty percent of the Company’s net value stated in the latest financial statements. II. The total investment amount for the long term securities invested by the Company may not exceed one hundred percent of the total amount of the Company’s net value together with the Company’s long term liability stated in the latest financial statements. III. The total investment amount of real property purchased by the Company for non-operating use may not exceed NT$50 million.	To specify the limited amount of the Company and its subsidiaries to acquire non-operating real property and securities in accordance with laws and regulations and to revise this Article according to the real practice.

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	Article after Revision		Article before Revision	Reason for Revision
	Article 12 Disposition Procedures for Merger, demerger, acquisition, or transfer of shares I. (omitted…) II. 1.(1)~(4) (omitted…) (5) For a counter company that participate in merger, demerger, acquisition, or transfer of shares with the Company which is not a listed company or trading securities on the GreTai Securities Market, the Company shall sign an agreement with the counter company and operate in accordance withparagraph three and fourunder this subsection. 2.~6.(omitted…)		Article 12 Disposition Procedures for Merger, demerger, acquisition, or transfer of shares I. (omitted…) II. 1.(1)~(4) (omitted…) (5) For a counter company that participate in merger, demerger, acquisition, or transfer of shares with the Company which is not a listed company or trading securities on the GreTai Securities Market, the Company shall sign an agreement with the counter company and operate in accordance withsubsection three and fourunder this section. 2.~6.(omitted…)	To revise the reference Articles
Article 14 Public Announcement and Regulatory Filing I. Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the competent authority's designated website in the appropriate format as prescribed by regulations within 2 days commencing immediately from the date of occurrence of the event: 1. Acquisition or disposal of real property from or to a related party, or acquisition or disposal of assets other than real property from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more; provided,this shall not applyto			Article 14 Public Announcement and Regulatory Filing I. Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the competent authority's designated website in the appropriate format as prescribed by regulations within 2 days commencing immediately from the date of occurrence of the event: 1. Acquisition or disposal of real property from or to a related party, or acquisition or disposal of assets other than real property from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more; provided,this shall not applyto	To conform to the amendment of laws and regulations.

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	Article after Revision	Article before Revision	Reason for Revision
	trading of government bonds, bonds under repurchase and resale agreements, or subscription orrepurchaseof domestic money market funds issued by domestic securities investment trust enterprises. 2.~3.(omitted)	trading of government bonds, bonds under repurchase and resale agreements, or subscription orredemptionof domestic money market funds. 2.~3. (omitted)
	Article 16 Enforcement After the Procedures have been approved by the Board of Directors, they shall be submitted to each Supervisor, and then to a shareholders' meeting for approval. If any Director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the Director's dissenting opinion to each Supervisor and then to shareholders' meeting for discussion; the same applies when the Procedures are amended. When the Procedures are submitted for discussion by the Board of Directors, the Board of Directors shall take into full consideration each Independent Director's opinions. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board of Directors meeting. After approved by a shareholders' meeting, the Procedures shall be publicly announced to the information reporting website designated by the competent authority. When the Company has established an Audit Committee to replace the Supervisors, the	Article 16 Enforcement After the Procedures have been approved by the Board of Directors, they shall be submitted to each Supervisor, and then to a shareholders' meeting for approval. If any Director expresses dissent and it is contained in the minutes or a written statement, the Company shall submit the Director's dissenting opinion to each Supervisor and then to shareholders' meeting for discussion; the same applies when the Procedures are amended. When the Procedures are submitted for discussion by the Board of Directors, the Board of Directors shall take into full consideration each Independent Director's opinions. If an Independent Director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the Board of Directors meeting. After approved by a shareholders' meeting, the Procedures shall be publicly announced to the information reporting website designated by the competent authority.	To conform to the amendment of Article 14 of the Securities and Exchange Act and add the date of revision.

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	Article after Revision	Article before Revision	Reason for Revision
	Company is not subject to the provisions regarding the Supervisors’during the Audit Committee’s term of office. The Audit Committee and/or its Independent Directors will perform the duties subject to the relevant laws and regulations. (omitted…) The Procedures were duly amended on June 17th, 2016 as the 6th amendment. The Procedures were duly amended on June 16th, 2017 as the 7th amendment.	(omitted…) The Procedures were duly amended on June 17th, 2016 as the 6th amendment.

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Attachment 6

Comparison Table for Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees

	Article after revision	Article before revision	Reason of revision
	Article 1 To organize the procedure for monetary loan, endorsement, or provision of guarantee. The Company revises this provision according to Section 36-1 of Security Act and the applicable regulations. The financial statement is made according to IFRSs, “Net Worth” set forth in this procedure means equity attributable to owners of the parent in the balance sheet as stated in Regulations Governing the Preparation of Financial Reports by Securities Issuers. If the Company set up an Audit Committee to replace the Supervisors, the Supervisor-related provision of this procedure shall be no longer applicable. And the Audit Committee and/ or Independent Directors thereof to exercise powers as representative pursuant to applicable laws.	Article 1 To organize the procedure for monetary loan, endorsement, or provision of guarantee. The Company revises this provision according to Section 36-1 of Security Act and the applicable regulations. The financial statement is made according to IFRSs, “Net Worth” set forth in this procedure means equity attributable to owners of the parent in the balance sheet as stated in Regulations Governing the Preparation of Financial Reports by Securities Issuers.	To set up an Audit Committee according to Article 14-4 of Securities and Exchange Act.
	Article 11 After adopted by the Board of the Company, this procedure shall be delivered to Supervisors and shareholders’ meeting for resolution. If any Directors object the procedure and such objection appears on record or is expressed in writing, such objection shall be delivered to Supervisors and discussed by shareholders’ meeting. The	Article 11 After adopted by the Board of the Company, this procedure shall be delivered to Supervisors and shareholders’ meeting for resolution. If any Directors object the procedure and such objection appears on record or is expressed in writing, such objection shall be delivered to Supervisors and discussed by shareholders’ meeting. The	To add the date of revision.

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	Article after revision	Article before revision	Reason of revision
	foregoing shall be applicable when this procedure is revised. When this procedure is delivered to the Board for discussion, the Board shall take the opinions of each Independent Director into account, and record their consent dissent as record of the Board. The first amendment through the fifth amendment were made on….(omitted) The sixth amendment was made on June 2, 2015. The seventh amendment is made on June 16, 2017.	foregoing shall be applicable when this procedure is revised. When this procedure is delivered to the Board for discussion, the Board shall take the opinions of each Independent Director into account, and record their consent dissent as record of the Board. The first amendment through the fifth amendment were made on…. (omitted) The sixth amendment was made on June 2, 2015.

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Attachment 7

Comparison Table for Procedures for Election of Directors and Supervisors

Article after revision		Article before revision	Reason of revision
Rule Name Procedures for Election of Directors		Rule Name Procedures for Election of Directors and Supervisors	To set up an Audit Committee to replace the Supervisors according to Article 14 of Securities and Exchange Act and to revise the real practice.
Article 1 The election of the Directors of the Altek Corporation (hereinafter“the Company”) shall be conducted in accordance with the Company’s Procedures for Election of Directors (hereinafter“these Procedures”).		Article 1 The election of the Directorsand Supervisors of the Altek Corporation (hereinafter “the Company”) shall be conducted in accordance with the Company’s Procedures for Election of Directors and Supervisors (hereinafter “these Procedures”).
Article 2 The election of the Directors of the Company may be carried out simultaneously at a shareholders’ meeting.		Article 2 The election of the Directorsand Supervisorsof the Company may be carried out simultaneously at a shareholders’ meeting.

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Article after revision		Article before revision	Reason of revision
Article3 Directors of the Company shall be elected from among persons with disposing capacity in accordance with these Procedures. Where appointment of Independent Directors is required for the Company pursuant to the Articles of Incorporation of the Company, candidate nomination system shall be adopted for the election and qualifications of the Independent Directors shall be consistent with the requirements under the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.		Article3 Directorsand Supervisorsof the Company shall be elected from among persons with disposing capacity in accordance with these Procedures. Where appointment of Independent directors is required for the Company pursuant to the Articles of Incorporation of the Company, candidate nomination system shall be adopted for the election and qualifications of the Independent Directors shall be consistent with the requirements under the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
Article 4 The election of the Directors of the Company shall adopt the open-ballot, cumulative voting method. Each share confers voting rights equal in number to the Directors to be elected; the votes may be cast for a single candidate or distributed among multiple candidates.		Article 4 The election of the directorsand Supervisorsof the Company shall adopt the open-ballot, cumulative voting method.Each voter is represented with their shareholder account number. Each share confers voting rights equal in number to the Directors and Supervisorsto be elected; the votes may be cast for a single candidate or distributed among multiple candidates.
Article 5 In an election of the Directors of the Company, voting rights shall be calculated for independent		Article 5 In an election of the Directors and Supervisorsof the Company, voting rights shall be calculated for independent and

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	Article after revision		Article before revision	Reason of revision
	and non-independent Directors separately according to the number of Directors set forth in the Company’s Articles of Incorporation. Independent and non-independent Director candidates receiving the votes representing more voting rights, as indicated in the tally of the election votes shall be deemed an Independent Director elect, or non-independent Director elect. In the event of two or more candidates receiving the same weighted votes and the number of elected Directors exceeds the required number, the candidates receiving the same weighted votes shall draw lots to decide who will be elected. If the candidates are absent from the shareholders’ meeting, the Chairperson of the meeting shall draw lots on behalf of these absent candidates.		non-independent Directors separately according to the number of Directors set forth in the Company’s Articles of Incorporation. Independent and non-independent Director candidatesor Supervisor candidatesreceiving the votes representing more voting rights, as indicated in the tally of the election votes shall be deemed an Independent Director elect, non-independent Director elect or Supervisor elect.In the event of two or more candidates receiving the same weighted votes and the number of elected Directors or Supervisors exceeds the required number, the candidates receiving the same weighted votes shall draw lots to decide who will be elected. If the candidates are absent from the shareholders’ meeting, the Chairperson of the meeting shall draw lots on behalf of these absent candidates.
	Article 6 The Board of Directors may prepare the votes with the Company’s stamp and weighted voting rights.		Article 6 The Board of Directors shall produce the votes with the Company’s stamp as well as fill in the voter’s shareholder account number and weighted voting rights.	To revise this Article according to the real practice.
	Article 7 Before voting commences, the Chairman shall appoint a certain number ofshareholdersas scrutinizers and ballot counters		Article 7 Before voting commences, the Chairman shall appoint a certain number ofscrutineers,ballot tellers and ballot counters to	To revise this Article according to the real practice.

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	Article after revision		Article before revision	Reason of revision
	to carry out a variety of related duties.		carry out related duties.
	Article 9 If a candidate is a shareholder, a voter must fill in the candidate's name and shareholder account number in the "Candidate" box of the ballot; for a non-shareholder candidate, the voter shall fill in the candidate's full name or title and proof of identity document number. When the candidate is a governmental organization or juristic person, the full name of the governmental organization or juristic person shareholder, the business uniform numbers and the name of their representative shall also be filled in the "Candidate" box of the ballot.		Article 9 If a candidate is a shareholder, a voter must fill in the candidate's name and shareholder account number in the "Candidate" box of the ballot; for a non-shareholder candidate, the voter shall fill in the candidate's full name andidentification card (hereinafter“ID card”)number. When the candidate is a governmental organization or juristic person, the name of the governmental organization or juristic person shareholder and the name of their representative shall also be filled in the "Candidate" box of the ballot.	To revise this Article according to the real practice.
	Article10 A ballot is invalid under any of the circumstances listed below, and the number of voting rights conferred therein may not be credited to that candidate: 1. A ballot prepared by the Company by these Procedures was not used. 2. A blank ballot cast in the ballot box that was not filled in by the voter. 3. The handwriting is unclear and indecipherable. 4. Any element of the name of the candidate, shareholder account number of the candidate andproof of identity		Article 10 A ballot is invalid under any of the circumstances listed below, and the number of voting rights conferred therein may not be credited to that candidate: 1. A ballot prepared by the Company by these Procedures was not used. 2. A blank ballot cast in the ballot box that was not filled in by the voter. 3. The handwriting is unclear and indecipherable. 4. Any element of the name of the candidate, shareholder account number of the candidate and distributed voting	To revise this Article according to the real practice.

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	Article after revision	Article before revision	Reason of revision
	document number as well as distributed voting right that was already filled in has been altered. 5. The candidate is a shareholder and their name, shareholder account number filled in the "Candidate" box on the ballot do not conform with the information on the shareholders roster; or where the candidate is not a shareholder, and their name, title as well as proof of identity document number filled in the "Candidate" box on the ballot do not match. 6. The candidate’s name is the same as other shareholders, whereas shareholder account number (or proof of identity document number) is missing for the identification. 7. The candidate’s name, title and proof of identity document number specified on the ballot are inconsistent with the competent authorities’record. 8. Other words or marks are written in addition to the candidates’ name, shareholder account number (or proof of identity document number) and the distributed voting right. 9.The total number of the candidate filled in the "Candidate" box on the ballot exceeds the number of the candidate elected. 10.The total amount of the distributed voting right filled in the "Candidate" box on the ballot exceeds the total amount of voting right the voters have. 11. The ballot does not fully fill in those matters mentioned in Article 9 of these Procedures. 12. The ballot that is not casted	right that was already filled in has been altered. 5. The candidate is a shareholder and their name, shareholder account number filled in the "Candidate" box on the ballot do not conform with the information on the shareholders roster; or where the candidate is not a shareholder, and their name, ID card number filled in the "Candidate" box on the ballot do not match. 6. The candidate’s name is the same as other shareholders, whereas shareholder account number (or ID card number) is missing for the identification. 7.Other words or marks are written in addition to the candidates’ name, shareholder account number (or ID card number) and the distributed voting right. 8. The total number of the candidate filled in the "Candidate" box on the ballot exceeds the number of the candidate elected. 9. The total amount of the distributed voting right filled in the "Candidate" box on the ballot exceeds the voting right the voters have.

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	Article after revision	Article after revision		Article before revision	Reason of revision
	in the ballot box. 13. The ballot that is broken or destroyed which cannot be recognized. 14. Other matters that are in violation of the related rules or laws.
	Article 12 After the casting of ballots is completed, the ballots shall be counted and the results shall be announcedby the Chairman.			Article 12 After the casting of ballots is completed, the ballots shall be counted and the results shall be announcedon the spot by the Chairman.	To revise this Article according to the real practice.
				Article 13 The Company shall issue an election notice to each of the elected Directors and Supervisors.	deleted
	Article 13 Matters on which these Procedures are silent shall be handled in accordance with the Company Act and the related acts as well as the Articles of Incorporation of the Company.			Article 14 Matters on which these Procedures are silent shall be handled in accordance with the Company Act and the related acts as well as the Articles of Incorporation of the Company.	To revise this Article according to the real practice and adjust the Article number.
	Article 14 These Procedures and any amendments hereto, shall be implemented after being passed by a shareholders’ meeting. The first amendment was made on May 27, 2002；the second amendment was made on June 17, 2007；the third amendment was made on June 13, 2012； the fourth amendment was made on June 16, 2017.			Article 15 These Procedures and any amendments hereto, shall be implemented after being passed by a shareholders’ meeting. The first amendment was made on May 27, 2002；the second amendment was made on June 17, 2007；the third amendment was made on June 13, 2012.	To adjust the Article number and add the date of revision.

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