CEC — AGM Information 2016

Jun 23, 2016

Stock Code: 1535

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CHINA ECOTEK CORPORATION

HANDBOOK FOR THE 2016 ANNUAL SHAREHOLDERS’ MEETING

Shangdao Room, Kaohsiung Business Convention Center 3F, No.5, Zhongshan 2nd Rd, Kaohsiung 80661, Taiwan, R.O.C.

JUNE 22, 2016

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Table of contents

I .2016 ANNUAL SHAREHOLDERS’ MEETING PROCEDURE.............................................. 3
II. Discussion Items......................................................................................................................... 4
Proposal:.............................................................................................................................................. 4
Amendments to “Articles of Incorporation”........................................................................................ 4
III. Report Items............................................................................................................................... 5
A. Report for the Distribution Of 2015 Compensation of Directors and Employees...................... 5
B. Report for the Company’s 2015 Business Operation and Financial Statements........................ 5
C. Statutory Supervisors’ Review of 2015 Audited Financial Statements...................................... 5
D. Other Report Items..................................................................................................................... 5
IV. Ratification and Discussion Items............................................................................................. 6
Proposal 1:........................................................................................................................................... 6
To approve the 2015 Business Report and Financial Statements........................................................ 6
Proposal 2:........................................................................................................................................... 7
To approve the proposal for distribution of 2015 profits..................................................................... 7
Proposal 3:........................................................................................................................................... 8
The Amendments to “Rules for Director Elections”............................................................................ 8
Proposal 4:........................................................................................................................................... 9
The Amendments to ”Rules For Regulations Governing The Acquisition And Disposal Of Assets”.9
V. Extraordinary Motions............................................................................................................ 10
VI. Attachments.............................................................................................................................. 11

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CHINA ECOTEK CORPORATION

I .2016 ANNUAL SHAREHOLDERS’ MEETING PROCEDURE

A. Call Meeting to Order

• B. Chairman’s Address

• C. Discussion Items

D. Report Items

• E. Ratification and Discussion Items

• F. Extraordinary Motions

G. Adjournment

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II. Discussion Items

Proposal:

Amendments to “Articles of Incorporation”.

(Proposed by the Board of Directors)

Explanatory Note:

Please refer to Attachment 1 for the comparison table for the amended and original provisions.

Resolution:

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III. Report Items

• A. Report for the Distribution Of 2015 Compensation of Directors and Employees.

• a. According to the regulation of Article 32 of Articles of Incorporation.

• b. Director compensation: 0.7420%, NT $4,580,218.

Employee compensation: 3.7098%, NT $22,901,092.

• B. Report for the Company’s 2015 Business Operation and Financial Statements.

• a. Report of the business and operation in 2015

• b. Report of the 2015 Financial Statements.

• C. Statutory Supervisors’ Review of 2015 Audited Financial Statements.

• D. Other Report Items

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IV. Ratification and Discussion Items

Proposal 1:

To approve the 2015 Business Report and Financial Statements.

(Proposed by the Board of Directors)

Explanatory Note:

Please refer to Attachment 2 for the business report and financial statements.

Resolution:

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Proposal 2:

To approve the proposal for distribution of 2015 profits.

(Proposed by the Board of Directors)

Explanatory Note:

Please refer to Attachment 3 for the earnings distribution plan.

Resolution:

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Proposal 3:

The Amendments to “Rules for Director Elections”.

(Proposed by the Board of Directors)

Explanatory Note:

Please refer to Attachment 4 for the comparison table for the amended and original provisions.

Resolution:

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Proposal 4:

The Amendments to ”Rules For Regulations Governing The Acquisition And Disposal Of Assets”.

(Proposed by the Board of Directors)

Explanatory Note:

Please refer to Attachment 5 for the comparison table for the amended and original provisions.

Resolution:

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V. Extraordinary Motions

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VI. Attachments

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Attachment 1

Comparison Table of Drafted Amendments to of China Ecotek Corporation Articles of Incorporation

	Amended provisions	Original provisions	Explanation
	Article 18 The Corporation has 9to 11 directors and 3 supervisors whichadopt candidates nomination system and all to be elected at the shareholders' meeting in accordance with Company Act. The term of office of a director shall not exceed three years; but he/she may be eligible for re-election.It takes effect since 2017, elections for the directors/supervisors of the company. According to previous paragraph, it shall not less than two independent director member, and not less than one-fifth of the director seats shall be held by independent directors. The qualification, holds shares, concurrently serve, independent determined, way of nomination and other regulations shall in accordance with Securities and Exchange Act Independent and non-independent directors elected at the same time, but in separately nominated and calculated numbers.	Article 18 The Corporation has 9 directors and 3 supervisors. All to be elected at the shareholders' meeting in accordance with Company Act. The term of office of a director shall not exceed three years; but he/she may be eligible for re-election.	Amendment is made in accordance with Article 14-2 of Securities and Exchange Act.
	Article 19 The Scope of Powers of Board of Directors are as follows: 1. Formulate business principle.	Article 19 The Scope of Powers of Board of Directors are as follows: 1. Formulate business principle.	Amendment is made in accordance with Article 36 of

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	2. The appointment or discharge of a executive manager or consultant. 3. Adoption of financial budget andannualfinancial reports. 4. Determination of mortgages, acquisitions, disposition or other measures of dispose on trust assets 5. Determination of investment activities 6. Determination of capital expenditures exceeds NT$ 20 million. 7. (Omitted) 8. (Omitted) 9. (Omitted) 10. (Omitted) 11. (Omitted) 12. (Omitted) 13. Other matters required bylaw or regulation.	2. The appointment or discharge of a executive manager or consultant. 3. Adoption of financial budget and annual financial reports. 4. Determination of mortgages, acquisitions, disposition or other measures of dispose on trust assets 5. Determination of investment activities 6. Determination of capital expenditures exceeds NT$ 20 million. 7. (Omitted) 8. (Omitted) 9. (Omitted) 10. (Omitted) 11. (Omitted) 12. (Omitted) 13. Other matters required by important law or regulation.	Securities and Exchange Act & paragraph 1, Article 7 of Regulations Governing Procedure for Board of Directors Meetings of Public Company
	Article 23 The meeting of board of directors is held once per three month. In emergency circumstances, however, a meeting may becalled on shorter notice.Meetings of the board of directors shall be called and chaired by the chairperson of the board except for other requirements of Company Act.	Article 23 The meeting of board of directors is held once per three month. In emergency circumstances, however, a temporary meeting may be called on shorter notice. Meetings of the board of directors shall be called and chaired by the chairperson of the board except for other requirements of Company Act.	Amendment is made in accordance with Article 204 of Company Act.

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	Article 26 The powers and duties of the supervisors of this company is as bellows: 1. Supervise the execution of business of this company. 2. (Omitted) 3. (Omitted) 4. Other matters required bylaw or regulation	Article 26 The powers and duties of the supervisors of this company is as bellows: 1. Supervise the execution of business of this company. 2. (Omitted) 3. (Omitted) 4. Other matters required by Company Act	Amendments of wording is made in accordance with Article 218 of Company Act
	Article 27-1 Transportation allowances of director and supervisor,compensation paid to each director and chairman shall take into account the general pay levels in the industry and listed company. The chairman. (Unchanged for the remaining part)	Article 27-1 Transportation allowances of director and supervisor, and chairman shall take into account the general pay levels in the industry and listed company. The chairman. (Unchanged for the remaining part)	Amendment is made in accordance with Article 14-2 of Securities and Exchange Act.
	Article 32 In case of any earnings earned in any given fiscal year, the company shall make a resolution by the meeting of board of directors which is not below 0.1% as employees’compensation and not exceed 1% as directors and supervisors’compensation. If the company owns losses of previous years, it shall reserve the amount, then according to the ration of previous paragraph to distribute employees, director and supervisor’s compensation. The proposal of distribution for employee, directors and supervisors shapp resolved by boad of directors and report to annual	Amendments of sequence	Amendment is made in accordance with Article 235, 235-1and 240 of Company Act.

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	shareholders’meeting.
	Article32-1 In case of any earnings earned in any given fiscal year being reported from the Company’s final annual accounting, the order of distribution is as below: 1. The Company shall reverse losses of previous years. 2. Appropriate 10% for legal reserves till the accumulated amount is equal to Paid-in Capital. 3. When necessary, It may allocate or reverse partial or all of the special reserves in accordance with operation and regulations. 4. In case of any disposable earnings, the board of directors has the right to propose proposal for Distribution. (Unchanged for the remaining part)	Article 32. In case of any earnings earned in any given fiscal year being reported from the Company’s final annual accounting, the order of distribution is as below: 1. The Company shall reverse losses of previous years. 2. Appropriate 10% for legal reserves till the accumulated amount is equal to Paid-in Capital. 3. When necessary, It may allocate or reverse partial or all of the special reserves in accordance with operation and regulations. 4. In case of any disposable earnings, the board of directors has the right to propose Proposal for Distribution. The proposal shall accepted by Shareholders’ Meeting. NT$150,000 for each one of Directors and Supervisors, 5% for Employee Bonus. (Omitted)	Amendments of sequence
	Article 36 This Articles of Incorporation are agreed and signed on Mar. 2, 1993, firstly amended on May. 25, 1993, (Omitted), twelfth amended on Jun. 28, 2012, thirteenth amended on June 25, 2015 and.Fourteenth amended on Jun. 22, 2016.	Article 36 This Articles of Incorporation are agreed and signed on Mar. 2, 1993, firstly amended on May. 25, 1993, (Omitted) , twelfth amended on Jun. 28, 2012 and thirteenth amended on June 25, 2015.

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Attachment 2

Business Report 2015 of China Ecotek Corporation

1. Business policies

The company realizes its transformation by “marching out of the group, stepping forward to internationalization,” making it become an internationalized and diversified engineering company. The business policies of the company in 2015 are as follows:

• (1) Able to construct international EPC project and create differentiation;

• (2) Strengthen human resources and strategic partners;

• (3) Enhance project quality and efficiency.

2. Implementation of business policies

With the core business philosophy of “excellence, technology, good faith, quality,” the company continuously improve our technology and services, increase the value of customers and fulfill corporate social responsibility.

In 2015 the company not only gained businesses of the group, such as China Steel Corporation’s industrial wastewater purification plant remodeling and improvement project, Dynamic Fast Shooting Zone’s (DFSZ) No. 6 coal-fired boiler desulfurization system improvement project, effluent’s ammonia nitrogen reduction improvement project, and Magnetic Technology Corporation’s hard magnetic powder factory construction project, but also achieved the projects of biotechnological pharmaceutical factories, such as Medigen Biotechnology Corporation’s civil construction and electrical and mechanical services of Northern Hsinchu plant construction case. As to business development of public works, the company even achieved some indicative public works, such as Jinjiang-to-Kinmen water drainage project, and Kaohsiung City Gangshan Ciaotou sewage treatment plant construction project. As for overseas market, the company has successfully offered maintenance and repair services to Formosa Ha Tinh Steel Corporation in Vietnam. Gaining this project is advantageous to develop other related businesses of this plant in future. Regarding our prospects, in future the company will use the existing foundation in Vietnam market and grasp the opportunity of relocation of the Taiwanese textile factories and paper mills in Vietnam, to expand the scope of engineering business. At the early stage the company focuses on technique- and material-combined business of fireproof material, seeks cooperation opportunities from fireproof material processing and production, cogeneration plant and

wastewater treatment plant, and also assists Taiwanese companies in expanding their factories. It is hoped that Vietnam will become an exemplary case for overseas business expansion in future. When facing the challenge of increasing difficulties in the business environment, the company will keep on strengthening our cost competitiveness, improve our differentiated services, match with energy-saving and environmental protection strategies promoted by the government, and conduct development and application of frontier engineering technology in order to achieve the goals of enhancing industrial competitiveness and achieving sustainable development.

3. Business implementation results

The main target markets of the company are concentrated on diversified engineering fields, such as environmental engineering, electrical and mechanical services, biotechnological plant construction project, electrical and mechanical maintenance, and sub-operation of recycling processing plant and high-class water purification plant. The major construction projects in 2015 are as follows:

• (1) Environmental engineering: Sanying Water Resource Recycling Center construction project in New Taipei City, China Steel Corporation’s biochemical wastewater ammonia nitrogen treatment improvement project, Formosa Ha Tinh Steel Corporation’s hot-rolled cooling circulative water system, and China Steel Corporation’s No.3 sintering field exhaust and desulfurization improvement project, with a total income of NT$1.236 billion, accounting for 12.91% of total revenue.

• (2) Electrical and mechanical services: Formosa Ha Tinh Steel Corporation’s coking furnace building and electrical and mechanical equipment installation and civil engineering project, Magnetic Technology Corporation’s hard magnetic powder factory construction project, the civil construction and electrical and mechanical services of Medigen Biotechnology Corporation’s Northern Hsinchu plant construction case, China Steel Corporation’s W1 fine coke and fine ore conveying procedure reconstruction project, desulfurized slag processing plant construction project, making of Vietnam Formosa Ha Tinh Steel Corporation’s coking furnace door and furnace body’s iron castings, and ScinoPharm Taiwan Injection Plant’s MEP project, with a total income of NT$5.847 billion, accounting for 61.09% of total revenue.

• (3) Sub-operation and electrical and mechanical maintenance projects and others: Operation and management of Dragon Steel Corperation’s water treatment workshop, electrical and mechanical maintenance for China Steel Corporation, and sub-operation of Kaohsiung Chengching Lake and Kinmen Taihu Water Purification Plant, with a total income of NT$2.488 billion, accounting for 26% of total revenue.

4. Comparison of annual profits with 2014

Unit: NT$1,000

Year Business item	2015	2014 (after reorganizatio n)	Increased (Decreased) amount	Change rate (%)
Business income	9,571,216	10,351,517	(780,301)	-7.54%
Operating cost	8,705,623	9,322,991	(617,368)	-6.62%
Gross profit	865,593	1,028,526	(162,933)	-15.84%
Operating expenses	483,330	492,532	(9,202)	-1.87%
Net profit	382,263	535,994	(153,731)	-28.68%
Net non-operating income	202,037	322,453	(120,416)	-37.34%
Pre-tax profit	584,300	858,447	(274,147)	-31.94%
Income tax expense	75,387	177,054	(101,667)	-57.42%
Consolidated net income	508,913	681,393	(172,480)	-25.31%

(1) Compared to 2014, the business income of 2015 is decreased by $780,301,000. The main reason for this is that project cases have been successively entering an inspection and acceptance stage, so that the flow of business income is slow down. In addition, the project market has keen competition, making gross profit decreased buy 0.9% when compared with the previous year. The gross profit rates of the two years are 9.0% and 9.9% respectively. In the aspect of operating expenses, since the company actively developed overseas business, and part of the cases were situated at bid preparation stage, the business expenses did not appear a decline at the proportional magnitude of business income.

• (2) Net non-operating income is decreased by $120,416,000. This is mainly because the foreign exchange gain and the investment income recognized under equity method are decreased by $55,597,000 and $43,835,000 respectively. Besides, since the deposit interest rate of Vietnam was reduced and the principal is decreased, the interest income is decreased by $22,491,000.

• (3) To sum up the above, the pre-tax profit of 2015 is decreased by $274,147,000 when compared with 2014, and the income tax expense of the subsidiary in Vietnam is backflushed. Hence, the income tax expense is decreased by $101,667,000. The consolidated net income of the whole year is decreased by $172,480,000 when compared with 2014.

5. Current development of the study

In 2015 the company endeavored to improve different research and development (R&D) techniques to meet the changes of the market and environment. In the aspect of water R&D, we continuously develop techniques relating to water recycling and seawater purification pretreatment so as to enhance entire-plant design and integration ability. As to sludge dewatering and drying business being gradually under concern in the market, the company carries out technical evaluation and the related testing work. In the aspect of air pollution control, the company has improved some autonomous technologies, such as denitration catalyst and flue-gas desulfurization, de-dioxin, and removal of volatile organic waste gas, intending to strive for the related businesses of Vietnam Formosa Ha Tinh Steel Corporation’s boiler desulfurization equipment. Besides, the company has developed desulfurization sieve with our own brand and simulative analysis of flow field, establishing a system mass-energy balance program and basic design ability. As to R&D of water treatment additives, the company not only continues developing self-owned iron and steel prescription to enhance profit making ability, but also develops online water quality monitoring system, providing full-range water treatment additive service. In addition, we cooperate with tap water treatment engineering team to develop cross-industry dosage supply business. In view of the environmental pressure with climate change and carbon emission warning in the world, the government starts promoting the development of emerging industries, such as green energy and biotechnology. Regarding green energy industry, the company creates a commercial model after combination of funds, techniques and modules, and actively starts studying the alternative energy technology, such as the energy-saving and green energy relating to solar photovoltaic and cogeneration plant. As to the aspect of biotechnology plant construction, the company strengthens the integration

ability of engineering design and equipment. It is hoped that the company will become a full-range-service engineering company.

China Ecotek Corporation and Subsidiaries

Consolidated Financial Statements for the Years Ended December 31, 2015 and 2014 and Independent Auditors’ Report

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INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders China Ecotek Corporation

We have audited the accompanying consolidated balance sheets of China Ecotek Corporation (the “Corporation”) and its subsidiaries as of December 31, 2015 and 2014, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2015 and 2014. These consolidated financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to in the first paragraph present fairly, in all material respects, the consolidated financial position of the Corporation and its subsidiaries as of December 31, 2015 and 2014, and their consolidated financial performance and their consolidated cash flows for the years ended December 31, 2015 and 2014, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the 2013 version of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS and Interpretations of IAS endorsed by the Financial Supervisory Commission (“FSC”) of the Republic of China.

Starting from January 1, 2015, the Corporation and its subsidiaries applied the amendment to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the 2013 version of the IFRS, IAS, Interpretations of IFRS, and Interpretations of IAS endorsed by the FSC. Therefore, some items in the consolidated financial statements of prior reporting periods were adjusted to reflect the effects of retrospective application of the above regulations, standards and interpretations.

March 25, 2016

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Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail. As stated in Note 4 to consolidated financial statements, the additional footnote disclosures that are not required under generally accepted accounting principles were not translated into English

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CHINA ECOTEK CORPORATION AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(In Thousands of New Taiwan Dollars)

ASSETS CUTTENT ASSETS Cash and cash equivalents Financial assets at fair value through profit or loss-current Available-for-sale financial assets－current Notes receivable－related parties Accounts receivable Accounts receivable－related parties Amounts due from customers for construction contracts Other accounts receivable Current tax assets Inventories Other financial assets－current Other current assets Total current assets NONCURRENT ASSETS Available-for-sale financial assets －non-current Investments accounted for using equity method Property, plant and equipment Investment property Intangible assets Deferred income tax assets Prepayments for equipment Refundable deposits Other financial assets－non-current Other non-current assets Total non-current assets TOTAL		December 31,2015 Amount ％ $ 1,335,625 20 18,909 - 50,764 1 20,629 - 236,166 4 568,123 8 762,692 11 23,389 - 42,050 1 6,633 - 1,484,521 22 666,291 10 5,215,792 77 211,760 3 1,100,268 16 168,586 3 14,715 - 10,077 - 69,591 1 12,800 - 2,449 - 1,550 - 6,363 - 1,598,159 23 $ 6,813,951 100	December 31,2015 Amount ％ $ 1,335,625 20 18,909 - 50,764 1 20,629 - 236,166 4 568,123 8 762,692 11 23,389 - 42,050 1 6,633 - 1,484,521 22 666,291 10 5,215,792 77 211,760 3 1,100,268 16 168,586 3 14,715 - 10,077 - 69,591 1 12,800 - 2,449 - 1,550 - 6,363 - 1,598,159 23 $ 6,813,951 100	December 31,2014（Restated） Amount ％ $ 1,560,457 21 21,100 - 75,139 1 - - 319,579 5 514,613 7 753,396 10 22,521 - 18,018 - 60,316 1 2,021,453 27 544,868 8 5,911,460 80 202,617 3 1,040,840 14 175,696 2 - - 11,715 - 36,848 1 12,749 - 1,922 - - - 5,656 - 1,488,043 20 $ 7,399,503 100	December 31,2014（Restated） Amount ％ $ 1,560,457 21 21,100 - 75,139 1 - - 319,579 5 514,613 7 753,396 10 22,521 - 18,018 - 60,316 1 2,021,453 27 544,868 8 5,911,460 80 202,617 3 1,040,840 14 175,696 2 - - 11,715 - 36,848 1 12,749 - 1,922 - - - 5,656 - 1,488,043 20 $ 7,399,503 100	December 31,2014（Restated） Amount ％ $ 1,560,457 21 21,100 - 75,139 1 - - 319,579 5 514,613 7 753,396 10 22,521 - 18,018 - 60,316 1 2,021,453 27 544,868 8 5,911,460 80 202,617 3 1,040,840 14 175,696 2 - - 11,715 - 36,848 1 12,749 - 1,922 - - - 5,656 - 1,488,043 20 $ 7,399,503 100	LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings Short-term notes and bills payable Notes payable Accounts payable Accounts payable－related parties Amounts due to customers for construction contracts Other accounts payable Current income tax liabilities Provisions－current Other current liabilities Total current liabilities NONCURRENTLIABILITIES Provisions－non-current Deferred income tax liabilities Accrued pension liabilities Other noncurrent liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION Common shares Capital surplus Retained earnings Legal reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL		December 31,2015 Amount ％ $ 127,556 2 399,834 6 1,794 - 410,910 6 62,809 1 1,144,663 17 526,763 8 47,929 - 55,314 1 107,775 1 2,885,347 42 35,072 1 164,140 2 233,803 4 1,550 - 434,565 7 3,319,912 49 1,237,426 18 628,374 9 496,779 7 955,743 14 1,452,522 21 175,717 3 3,494,039 51 $ 6,813,951 100	December 31,2015 Amount ％ $ 127,556 2 399,834 6 1,794 - 410,910 6 62,809 1 1,144,663 17 526,763 8 47,929 - 55,314 1 107,775 1 2,885,347 42 35,072 1 164,140 2 233,803 4 1,550 - 434,565 7 3,319,912 49 1,237,426 18 628,374 9 496,779 7 955,743 14 1,452,522 21 175,717 3 3,494,039 51 $ 6,813,951 100	December 31,2014（Restated）	December 31,2014（Restated）	December 31,2014（Restated）	December 31,2014（Restated）
		Amount $ 1,335,625 18,909 50,764 20,629 236,166 568,123 762,692 23,389 42,050 6,633 1,484,521 666,291 5,215,792 211,760 1,100,268 168,586 14,715 10,077 69,591 12,800 2,449 1,550 6,363 1,598,159 $ 6,813,951			Amount $ 1,560,457 21,100 75,139 - 319,579 514,613 753,396 22,521 18,018 60,316 2,021,453 544,868 5,911,460 202,617 1,040,840 175,696 - 11,715 36,848 12,749 1,922 - 5,656 1,488,043 $ 7,399,503				Amount $ 127,556 399,834 1,794 410,910 62,809 1,144,663 526,763 47,929 55,314 107,775 2,885,347 35,072 164,140 233,803 1,550 434,565 3,319,912 1,237,426 628,374 496,779 955,743 1,452,522 175,717 3,494,039 $ 6,813,951			Amount $ - - - 220,270 54,769 2,485,246 439,703 72,374 35,160 88,616 3,396,138 48,346 132,678 183,157 - 364,181 3,760,319 1,237,426 628,374 428,714 1,113,243 1,541,957 231,427 3,639,184 $ 7,399,503		％
														- - - 3 1 34 6 1 - 1 46 1 2 2 - 5 51 17 8 6 15 21 3 49 100

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CHINA ECOTEK CORPORATION AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands of New Taiwan Dollars, Except Earning Per Share)

OPERATING INCOME Sales revenue Engineering revenue Technical service revenue Total operating income OPERATING COSTS Sales cost Engineering cost Technical service cost Total operating costs GROSS PROFIT OPERATING EXPENSES Marketing expenses Administration expenses Research and development expenses Total operating expenses PROFIT FROM OPERATING NON-OPERATING INCOME AND EXPENSES Other income Other gains and losses Financial costs Shares of gains (losses) of associates accounted for using equity method Total		For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2015	％ 2 95 3 100 2 87 2 91 9 1 4 - 5 4 1 - - 1 2		2014(Restated)
	Amount $ 217,354 9,122,169 231,693 9,571,216 157,243 8,354,441 193,939 8,705,623 865,593 67,286 386,242 29,802 483,330 382,263 87,085 827 ( 3,232 ) 117,357 202,037			Amount $ 151,074 9,976,449 223,994 10,351,517 100,121 9,037,654 185,216 9,322,991 1,028,526 44,974 419,853 27,705 492,532 535,994 103,492 57,891 ( 122 ) 161,192 322,453		％ 2 96 2 100 1 87 2 90 10 - 4 - 4 6 1 1 - 1 3

(Carried forward)

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(Brought forward)

PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME Items that will not be reclassified subsequently to profit or loss Remeasurement of defined benefit plans Share of other comprehensive income of associates accounted for using equity method Income tax benefit (expense) relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss Exchange differences on translating foreign operations Unrealized gains (losses) on available-for-sale financial assets Cash flow hedge Share of other comprehensive income of associates accounted for using equity method		For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2015		2014(Restated)
			Amount $ 858,447 177,054 681,393 2,491 ( 146 ) ( 423 ) 55,447 35,362 31,769 ( 15 )		％ 9 2 7 - - - 1 - - -

(Carried forward)

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(Brought forward)

Income tax expense relating to items that may be reclassified subsequently to profit or loss Other comprehensive income for the period, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR NET PROFIT ATTRIBUTABLE TO OWNERS OF THE CORPORATION TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO OWNERS OF THE CORPORATION EARNINGS PER SHARE Basic Diluted		For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2015	％ ( 1 ) 4		2014(Restated)
		Amount ($ 10,534) ( 97,217 ) $ 411,696 $ 508,913 $ 411,696 $ 4.11 4.09			Amount ($ 8,428) 116,057 $ 797,450 $ 681,393 $ 797,450 $ 5.51 5.48	％ - 1 8

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CHINA ECOTEK CORPORATION AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1,2014 Appropriation of 2013 earnings Legal reserve Special reserve Cash dividends to ordinary shareholders - 35% Net profit for the year ended December 31, 2014 as restated Other comprehensive income for the year ended December 31, 2014, net of income tax Total comprehensive income for the year ended December 31, 2014 BALANCE AT DECEMBER 31, 2014 Appropriation of 2014 earnings Legal reserve Cash dividends to ordinary shareholders - 45% Net profit for the year ended December 31, 2015 Other comprehensive income for the year ended December 31, 2015, net of income tax Total comprehensive income for the year ended December 31, 2015 BALANCE AT DECEMBER 31, 2015					Equity Attributable to Owners of the Corporation	Equity Attributable to Owners of the Corporation	Equity Attributable to Owners of the Corporation	Equity Attributable to Owners of the Corporation	Equity Attributable to Owners of the Corporation			Total Other Equity $ 117,292 - - - - - 114,135 114,135 231,427 - - - - ( 55,710) ( 55,710) $ 175,717	Total Equity	Total Equity
	Common shares Shares In thousands Amount 123,743 $ 1,237,426 - - - - - - - - - - - - - - 123,743 1,237,426 - - - - - - - - - - - - 123,743 $ 1,237,426		CapitalSurplus $ 628,374 - - - - - - - 628,374 - - - - - - $ 628,374		Retained Earnings			Total $ 1,291,741 - - 433,099) 433,099) 681,393 1,922 683,315 1,541,957 - 556,841) 556,841) 508,913 41,507) 467,406 $ 1,452,522		Other Equity
									Exchange Differences on Translating Foreign Operations $ 11,281 - - - - - 55,220 55,220 66,501 - - - - ( 28,707) ( 28,707) $ 37,794	Unrealized Gains and Losses on Available-for-s ale Financial Assets $ 132,374 - - - - - 32,547 32,547 164,921 - - - - ( 33,920) ( 33,920) $ 131,001	Cash Flow Hedge ($ 26,363) - - - - - 26,368 26,368 5 - - - - 6,917 6,917 $ 6,922
	Shares In thousands 123,743 - - - - - - - 123,743 - - - - - - 123,743			Legal Reserve $ 367,234 61,480 - - 61,480 - - - 428,714 68,065 - 68,065 - - - $ 496,779	Special Reserve $ 36,074 - ( 36,074 ) - ( 36,074) - - - - - - - - - - $ -	Unappropriated Earnings $ 888,433 ( 61,480 ) 36,074 ( 433,099) ( 458,505) 681,393 1,922 683,315 1,113,243 ( 68,065 ) ( 556,841) ( 624,906) 508,913 ( 41,507) 467,406 $ 955,743
					( (	( ( ( ( ( ( (	( ( ( ( (		( (	( (	(	( (	( ( ( ( (	$ 3,274,833 - - 433,099) 433,099) 681,393 116,057 797,450 3,639,184 - 556,841) 556,841) 508,913 97,217) 411,696 $ 3,494,039

• 8 -

CHINA ECOTEK CORPORATION AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)

CONSOLIDATED STATEMENTS OF CASH (In Thousands of New Taiwan Dollars)	FLOWS	FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expense Amortization expense Allowance (reversal) for doubtful accounts Net gain on financial assets and liabilities at fair value through profit or loss Finance costs Interest income Dividend income Share of the profit of associates Net gains on disposal of investments Recognition of provisions Recognition of Unrealized construction Losses Others Changes in operating assets and liabilities Financial instruments held for trading Notes receivable Notes receivable - related parties Accounts receivable Accounts receivable - related parties Amounts due from customers for construction contracts Other receivables Inventories Other current assets Notes payable Accounts payable Accounts payable - related parties Amounts due to customers for construction contracts Other payables Provisions Other current liabilities Net defined benefit liabilities Cash generated from operations (Carried forward)	For the Year Ended December 31
	2015 $ 584,300 19,546 8,564 ( 3,609 ) ( 2,270 ) 3,232 ( 62,228 ) ( 20,898 ) ( 117,357 ) ( 4,217 ) 22,849 536,669 10,366 4,461 - ( 20,629 ) 83,413 ( 49,833 ) ( 545,965 ) 3,961 53,683 ( 137,100 ) 1,794 190,640 8,040 ( 1,340,583 ) 91,862 ( 15,969 ) 15,041 24 ( 682,213 )	2014(Restated)
		$ 858,447 20,113 8,321 4,856 ( 1,100 ) 122 ( 84,719 ) ( 15,869 ) ( 161,192 ) ( 6,100 ) 18,694 36,853 ( 6,935 ) ( 20,000 ) 25 - ( 285,996 ) 221,250 ( 100,632 ) ( 3,938 ) 34,588 118,487 - ( 18,899 ) 40,579 ( 784,536 ) 4,971 ( 19,372 ) 7,546 ( 722) ( 135,158 )

• 9 -

(Brought forward)

Income taxes paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of available-for-sale financial assets Proceeds from disposal of available-for-sale financial assets Acquisition of investments accounted for using equity method Proceeds from the capital reduction on investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Acquisition of intangible assets Acquisition of investment properties Increase in other financial assets Decrease in other financial assets Increase in other noncurrent assets Decrease in other noncurrent assets Interest received Dividends received from others Dividends received from associates Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Increase in short-term bills payable Increase in other noncurrent liabilities Increase in guarantee deposits Dividends paid to owners of the Corporation Interest paid Net cash used in financing activities	For the Year Ended December 31	For the Year Ended December 31
		2014(Restated)
		($ 148,431) ( 283,589) ( 111,146 ) 67,552 - - ( 51,668 ) 419 25,106 ( 9,672 ) - ( 874,769 ) - ( 79 ) - 75,602 15,869 133,899 ( 728,887) - ( 806 ) - - - ( 433,099 ) ( 122) ( 434,027)

(carried forward)

• 10 -

(brought forward)

(brought forward)
EFFECT OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES NET DECREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	For the Year Ended December 31
		2014(Restated)
		$ `43,346 ( 1,403,157 ) 2,963,614 $ 1,560,457

• 11 -

China Ecotek Corporation

Standalone Financial Statements for the Years Ended December 31, 2015 and 2014 and Independent Auditors’ Report

• 1 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders China Ecotek Corporation

We have audited the accompanying standalone balance sheets of China Ecotek Corporation (the “Corporation”) as of December 31, 2015 and 2014, and the related standalone statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2015 and 2014. These financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the standalone financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall standalone financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the standalone financial statements referred to in the first paragraph present fairly, in all material respects, the standalone financial position of the Corporation as of December 31, 2015 and 2014, and its standalone financial performance and its standalone cash flows for the years ended December 31, 2015 and 2014, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers in the Republic of China.

Starting from January 1, 2015, the Corporation applied the amendment to the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the 2013 version of the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), Interpretations of IFRS, and Interpretations of IAS endorsed by the Financial Supervisory Commission (“FSC”). Therefore, some items in the standalone financial statements of prior reporting periods were adjusted to reflect the effects of retrospective application of the above regulations, standards and interpretations.

March 15, 2016

• 2 -

Notice to Readers

The accompanying standalone financial statements are intended only to present the standalone financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such standalone financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying standalone financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and standalone financial statements shall prevail. As stated in Note 4 to standalone financial statements, the additional footnote disclosures that are not required under generally accepted accounting principles were not translated into English

• 3 -

CHINA ECOTEK CORPORATION

STANDALONE BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

ASSETS CUTTENT ASSETS Cash and cash equivalents Financial assets at fair value through profit or loss-current Available-for-sale financial assets－current Accounts receivable Accounts receivable－related parties Amounts due from customers for construction contracts Other accounts receivable Inventories Other financial assets－current Other current assets Total current assets NONCURRENT ASSETS Available-for-sale financial assets －non-current Investments accounted for using equity method Property, plant and equipment Investment property Intangible assets Deferred income tax assets Prepayments for equipment Refundable deposits Other financial assets－non-current Other non-current assets Total non-current assets TOTAL		December 31,2015 Amount ％ $ 1,183,705 18 18,909 - 50,764 1 227,471 3 526,958 8 457,087 7 7,700 - 5,230 - 1,090,255 17 297,287 5 3,865,366 59 211,760 3 2,243,545 34 168,242 3 14,715 - 9,074 - 69,591 1 12,800 - 1,478 - 1,550 - 3,148 - 2,735,903 41 $ 6,601,269 100	December 31,2015 Amount ％ $ 1,183,705 18 18,909 - 50,764 1 227,471 3 526,958 8 457,087 7 7,700 - 5,230 - 1,090,255 17 297,287 5 3,865,366 59 211,760 3 2,243,545 34 168,242 3 14,715 - 9,074 - 69,591 1 12,800 - 1,478 - 1,550 - 3,148 - 2,735,903 41 $ 6,601,269 100	December 31,2014（Restated） Amount ％ $ 1,161,821 17 21,100 - 75,139 1 318,161 5 391,520 6 701,405 11 13,814 - 5,332 - 1,216,811 18 309,053 5 4,214,156 63 202,617 3 2,023,000 30 174,708 3 - - 9,858 - 36,848 1 12,749 - 773 - - - 2,442 - 2,462,995 37 $ 6,677,151 100	December 31,2014（Restated） Amount ％ $ 1,161,821 17 21,100 - 75,139 1 318,161 5 391,520 6 701,405 11 13,814 - 5,332 - 1,216,811 18 309,053 5 4,214,156 63 202,617 3 2,023,000 30 174,708 3 - - 9,858 - 36,848 1 12,749 - 773 - - - 2,442 - 2,462,995 37 $ 6,677,151 100	December 31,2014（Restated） Amount ％ $ 1,161,821 17 21,100 - 75,139 1 318,161 5 391,520 6 701,405 11 13,814 - 5,332 - 1,216,811 18 309,053 5 4,214,156 63 202,617 3 2,023,000 30 174,708 3 - - 9,858 - 36,848 1 12,749 - 773 - - - 2,442 - 2,462,995 37 $ 6,677,151 100	LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings Short-term notes and bills payable Notes payable Accounts payable Accounts payable－related parties Amounts due to customers for construction contracts Other accounts payable Current income tax liabilities Provisions－current Other current liabilities Total current liabilities NONCURRENTLIABILITIES Provisions－non-current Deferred income tax liabilities Accrued pension liabilities Guarantee deposits Other noncurrent liabilities Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION Common shares Capital surplus Retained earnings Legal reserve Unappropriated earnings Total retained earnings Other equity Total equity TOTAL		December 31,2015 Amount ％ $ 100,000 1 399,834 6 1,794 - 321,198 5 64,764 1 1,058,279 16 522,704 8 45,228 1 55,314 1 103,536 1 2,672,651 40 35,072 1 164,134 2 233,803 4 20 - 1,550 - 434,579 7 3,107,230 47 1,237,426 19 628,374 9 496,779 8 955,743 14 1,452,522 22 175,717 3 3,494,039 53 $ 6,601,269 100	December 31,2015 Amount ％ $ 100,000 1 399,834 6 1,794 - 321,198 5 64,764 1 1,058,279 16 522,704 8 45,228 1 55,314 1 103,536 1 2,672,651 40 35,072 1 164,134 2 233,803 4 20 - 1,550 - 434,579 7 3,107,230 47 1,237,426 19 628,374 9 496,779 8 955,743 14 1,452,522 22 175,717 3 3,494,039 53 $ 6,601,269 100	December 31,2014（Restated）	December 31,2014（Restated）	December 31,2014（Restated）	December 31,2014（Restated）
		Amount $ 1,183,705 18,909 50,764 227,471 526,958 457,087 7,700 5,230 1,090,255 297,287 3,865,366 211,760 2,243,545 168,242 14,715 9,074 69,591 12,800 1,478 1,550 3,148 2,735,903 $ 6,601,269			Amount $ 1,161,821 21,100 75,139 318,161 391,520 701,405 13,814 5,332 1,216,811 309,053 4,214,156 202,617 2,023,000 174,708 - 9,858 36,848 12,749 773 - 2,442 2,462,995 $ 6,677,151				Amount $ 100,000 399,834 1,794 321,198 64,764 1,058,279 522,704 45,228 55,314 103,536 2,672,651 35,072 164,134 233,803 20 1,550 434,579 3,107,230 1,237,426 628,374 496,779 955,743 1,452,522 175,717 3,494,039 $ 6,601,269			Amount $ - - - 196,835 13,310 1,870,269 436,880 33,605 35,160 87,709 2,673,768 48,346 132,676 183,157 20 - 364,199 3,037,967 1,237,426 628,374 428,714 1,113,243 1,541,957 231,427 3,639,184 $ 6,677,151		％
														- - - 3 - 28 7 - 1 1 40 1 2 3 - - 6 46 19 9 6 17 23 3 54 100

• 4 -

CHINA ECOTEK CORPORATION

STANDALONE STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands of New Taiwan Dollars, Except Earning Per Share)

OPERATING INCOME Sales revenue Engineering revenue Technical service revenue Total operating income OPERATING COSTS Sales cost Engineering cost Technical service cost Total operating costs GROSS PROFIT OPERATING EXPENSES Marketing expenses Administration expenses Research and development expenses Total operating expenses PROFIT FROM OPERATING NON-OPERATING INCOME AND EXPENSES Other income Other gains and losses Financial costs Shares of gains (losses) of associates accounted for using equity method Total		For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2015	％ 2 95 3 100 1 89 3 93 7 1 5 - 6 1 1 - - 5 6		2014(Restated)
	Amount $ 134,127 7,241,223 231,693 7,607,043 97,190 6,733,564 193,939 7,024,693 582,350 67,286 364,981 29,802 462,069 120,281 47,208 ( 1,062 ) ( 3,205 ) 426,617 469,558			Amount $ 62,565 8,055,151 223,994 8,341,710 51,089 7,390,050 185,216 7,626,355 715,355 44,974 389,087 27,706 461,767 253,588 49,062 58,002 ( 122 ) 448,192 555,134		％ 1 96 3 100 1 88 2 91 9 1 5 - 6 3 1 1 - 5 7

(Carried forward)

• 5 -

(Brought forward)

PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME Items that will not be reclassified subsequently to profit or loss Remeasurement of defined benefit plans Share of other comprehensive income of associates accounted for using equity method Income tax benefit (expense) relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss Unrealized gains (losses) on available-for-sale financial assets Cash flow hedge Share of other comprehensive income of associates accounted for using equity method		For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2015		2014(Restated)
			Amount $ 808,722 127,329 681,393 2,491 ( 146 ) ( 423 ) 35,362 31,769 55,432		％ 10 2 8 - - - 1 - 1

(Carried forward)

• 6 -

(Brought forward)

Income tax expense relating to items that may be reclassified subsequently to profit or loss Other comprehensive income for the period, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE Basic Diluted		For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31	For the Year Ended December 31
		2015	％ - ( 1 ) 5		2014(Restated)
		Amount ($ 10,534) ( 97,217 ) $ 411,696 $ 4.11 4.09			Amount ($ 8,428) 116,057 $ 797,450 $ 5.51 5.48	％ - 2 10

• 7 -

CHINA ECOTEK CORPORATION

STANDALONE STATEMENTS OF CHANGES IN EQUITY

(In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1,2014 Appropriation of 2013 earnings Legal reserve Special reserve Cash dividends to ordinary shareholders - 35% Net profit for the year ended December 31, 2014 as restated Other comprehensive income for the year ended December 31, 2014, net of income tax Total comprehensive income for the year ended December 31, 2014 BALANCE AT DECEMBER 31, 2014 Appropriation of 2014 earnings Legal reserve Cash dividends to ordinary shareholders - 45% Net profit for the year ended December 31, 2015 Other comprehensive income for the year ended December 31, 2015, net of income tax Total comprehensive income for the year ended December 31, 2015 BALANCE AT DECEMBER 31, 2015	Common shares Shares In thousands Amount 123,743 $ 1,237,426 - - - - - - - - - - - - - - 123,743 1,237,426 - - - - - - - - - - - - 123,743 $ 1,237,426	Common shares Shares In thousands Amount 123,743 $ 1,237,426 - - - - - - - - - - - - - - 123,743 1,237,426 - - - - - - - - - - - - 123,743 $ 1,237,426		Capital Surplus $ 628,374 - - - - - - - 628,374 - - - - - - $ 628,374		Retained Earnings	Retained Earnings		Total $ 1,291,741 - - 433,099) 433,099) 681,393 1,922 683,315 1,541,957 - 556,841) 556,841) 508,913 41,507) 467,406 $ 1,452,522		Other Equity	Other Equity	Other Equity		Total Other Equity $ 117,292 - - - - - 114,135 114,135 231,427 - - - - 55,710) 55,710) $ 175,717	Total Equity	Total Equity
										Exchange Differences on Translating Foreign Operations $ 11,281 - - - - - 55,220 55,220 66,501 - - - - ( 28,707) ( 28,707) $ 37,794	Unrealized Gains and Losses on Available-for-sale Financial Assets $ 132,374 - - - - - 32,547 32,547 164,921 - - - - ( 33,920) ( 33,920) $ 131,001		Cash Flow Hedge $ 26,363) - - - - - 26,368 26,368 5 - - - - 6,917 6,917 $ 6,922
	Shares In thousands 123,743 - - - - - - - 123,743 - - - - - - 123,743				Legal Reserve $ 367,234 61,480 - - 61,480 - - - 428,714 68,065 - 68,065 - - - $ 496,779	Special Reserve $ 36,074 - ( 36,074 ) - ( 36,074) - - - - - - - - - - $ -	Unappropriated Earnings $ 888,433 ( 61,480 ) 36,074 ( 433,099) ( 458,505) 681,393 1,922 683,315 1,113,243 ( 68,065 ) ( 556,841) ( 624,906) 508,913 ( 41,507) 467,406 $ 955,743
						( (	( ( ( ( ( ( (	( ( ( ( (		( (	( (	(		( (		( ( ( ( (	$ 3,274,833 - - 433,099) 433,099) 681,393 116,057 797,450 3,639,184 - 556,841) 556,841) 508,913 97,217) 411,696 $ 3,494,039

• 8 -

CHINA ECOTEK CORPORATION

STANDALONE STATEMENTS OF CASH FLOWS (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before income tax Adjustments for: Depreciation expense Amortization expense Net loss (gain) on financial assets and liabilities at fair value through profit or loss Finance costs Interest income Dividend income Share of the profit of associates Net gains on disposal of investments Recognition of provisions Recognition of Unrealized construction Losses Others Changes in operating assets and liabilities Financial instruments held for trading Notes receivable Accounts receivable Accounts receivable - related parties Amounts due from customers for construction contracts Other receivables Inventories Other current assets Notes payable Accounts payable Accounts payable - related parties Amounts due to customers for construction contracts Other payables Provisions Other current liabilities Net defined benefit liabilities Cash generated from operations	For the Year Ended December 31	For the Year Ended December 31
	2015 $ 589,839 18,918 7,711 ( 2,270 ) 3,205 ( 24,545 ) ( 20,898 ) ( 426,617 ) ( 4,217 ) 22,849 487,209 10,366 4,461 - 90,690 ( 135,438 ) ( 242,891 ) 3,962 102 ( 23 ) 1,794 124,363 51,454 ( 811,990 ) 90,653 ( 15,969 ) 15,475 24 ( 161,783 )	2014(Restated)
		$ 808,722 19,167 7,641 ( 1,100 ) 122 ( 32,264 ) ( 15,869 ) ( 448,192 ) ( 6,100 ) 18,694 36,853 ( 6,935 ) ( 20,000 ) 25 ( 286,940 ) 343,391 ( 118,176 ) ( 3,939 ) ( 1,377 ) 64,119 - 46,715 8,811 ( 1,020,331 ) 5,294 ( 19,372 ) 8,343 ( 722) ( 613,420 )

(Carried forward)

• 9 -

(Brought forward)

Income taxes paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of available-for-sale financial assets Proceeds from disposal of available-for-sale financial assets Acquisition of investments accounted for using equity method Proceeds from the capital reduction on investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Acquisition of intangible assets Acquisition of investment properties Increase in other financial assets Decrease in other financial assets Increase in other noncurrent assets Decrease in other noncurrent assets Interest received Dividends received from others Dividends received from associates Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from short-term borrowings Repayments of short-term borrowings Increase in short-term bills payable Increase in guarantee deposits Increase in other noncurrent liabilities Dividends paid to owners of the Corporation Interest paid Net cash used in financing activities	For the Year Ended December 31	For the Year Ended December 31
		2014(Restated)
		($ 109,254) ( 722,674) ( 111,146 ) 67,552 - - ( 51,588 ) 419 28,522 ( 7,289 ) - ( 165,147 ) - ( 79 ) - 28,119 15,869 267,738 72,970 - ( 806 ) - 20 - ( 433,099 ) ( 122) ( 434,007)

(carried forward)

• 10 -

(brought forward)

(brought forward)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	For the Year Ended December 31
		2015 $ 21,884 1,161,821 $ 1,183,705	2014(Restated)
			( $ 1,083,711 ) 2,245,532 $ 1,161,821

• 11 -

Attachment 3

CHINA ECOTEK CORPORATION

Profit Allocation Proposal

December 31, 2015

Undistributed earnings from January 1,2015 Adjust Retained Earnings for Investments accounted for Using Equity Method Actuarial gain or loss on defined benefit retirement plan recorded as Retained Earnings Subtotal of Undistributed earnings Add: After-tax earnings of 2015 (A) Deduct: Legal reserve = (A) *10% Retained Earnings Available for Distribution as of December 31, 2015 Distribution Items: Dividends for common shares Undistributed earnings	NT$ 488,335,421 (3,373,970) (38,132,277)
	446,829,174 508,913,145 (50,891,315)
	NT$904,851,004 (371,227,656)
	NT$ 533,623,348

Attachment 4

Comparison Table of Drafted Amendments to Rules For Regulations Governing The Acquisition And Disposal Of Assets” of China Ecotek Corporation

	Corporation
Amended provisions	Original provisions	Explanation
Article 3 The company adopts the regulations in accordance with Article 192-1 of Company Act, candidate nomination system, for election of director and supervisor.	Article 3 The company adopts cumulative voting system for election of director and supervisor.	In reference to the Article 14-2 of Securities and Exchange Act.

Attachment 5

Comparison Table of Drafted Amendments to Rules For Regulations Governing The Acquisition And Disposal Of Assets” of China Ecotek Corporation

	Amended provisions	Original provisions	Explanation
	Article 6: When the procedures for the acquisition and disposal of assets 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. The company shall submit the director's dissenting opinion to each supervisor.	Article 6: The procedures for the acquisition and disposal of assets should be submitted by the board of directors according to related law. The management shall submit the director's dissenting opinions to each supervisor if a director objects to or expresses any concern no matter that it is presented by oral or document. If there are independent directors, it shall take into full consideration separately. The opinions shall be recorded in detail in the minutes of the board of directors meeting and submitted to each supervisor.	In reference to the Article 8 of Regulations Governing the Acquisition and Disposal of Assets by Public Companies
	Article 8: 1. (Omitted) 2. Procedure of transaction terms and degree of authority delegated: (1) It shall refer to terms and price of publicly announced current value, value appraisal or actual transaction price of nearby real estate to formulate appraisal report while acquiring real property. It shall through inquiry, comparison, negotiation or open bid whileacquiring equipment.Ifreal estate and equipmentare belong to capital budget,delegate presidentto decide such matters. If not belong capital budget and the amount exceed NT $20 million, it shall be decided by the	Article 8: 1. (Omitted) 2. Procedure of transaction terms and degree of authority delegated: (1) It shall refer to terms and price of publicly announced current value, value appraisal or actual transaction price of nearby real estate to formulate appraisal report while acquiring or disposing other assets. It shall through inquiry, comparison, negotiation or open bid while acquiring equipment. If fix assets are belong to capital budget, delegate president to decide such matters. If not belong to capital budget and the amount exceed NT $20 million, it shall be decided by the	Amendment is made in accordance with the amendments of Rules for Governing Assets.

board of directors. If the amount do not exceed NT $20 million, delegate board chairman to decide such matters. (2) It shall fill sheet out by keeping unit while disposing assets. if the asset to be used after expiration of its duration limit, delegate the Administration Group Senior Vice President to decide it. If not, delegate the President decide it. (3) (Deleted) (Unchanged for remaining part)	board of directors. If the amount do not exceed NT $20 million, delegate the board chairman to decide such matters. (2) It shall fill sheet out by keeping unit while disposal of assets to submit vice president and president to decide it. (3) It shall through inquiry, comparison, negotiation or open bid while acquiring or disposing equipment. If the amount do not exceed NT $20 million, delegate vice president and president to decide the matter. If the amount exceed NT $20 million, it shall permit by chairman before submit to board of director to decide it.
Article 9: Procedure of the acquisition and disposal of security 1. Evaluation and operation procedure: The acquisition and disposal of security shall conducted according to the internal control investment circle 2. Procedure of transaction terms and degree of authority delegated: (1) (2) (Omitted) (3) If the purpose is to fund dispatching by acquiringor disposing bond fund, monetary fund, negotiable certificate of deposit, short term promissory note or acceptance bill, which is a low risk product, delegate manager to decide it. (4) (Omitted) (5) (Deleted) (Unchanged for remaining part)	Article 9: Procedure of the acquisition and disposal of security 1. Evaluation and operation procedure: The acquisition and disposal of security shall conducted according to the internal control investment circle 2. Procedure of transaction terms and degree of authority delegated: (1) (2) (Omitted) (3) If the purpose is to fund dispatching by acquiring bond fund, monetary fund, negotiable certificate of deposit, short term promissory note or acceptance bill, which is a low risk product, delegate manager to decide it. (4) (Omitted) (5) (Deleted)	Amendments of wording

	Article 11: 1. (Omitted) 2. (Omitted) 3. (Deleted) (Unchanged for remaining part)				Article 11: 1. (Omitted) 2. (Omitted) 3. When the company acquire or dispose assets according to this rule or other regulation which is necessary to be decided by board of director, if a director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. The company shall submit the director's dissenting opinion to each supervisor. If the position of independent director has been created, the board of directors shall take into full consideration each independent director's opinions. It shall record independent director objects to or expresses reservations in the minutes of the board of directors meeting			Amendments of wording
	Article 13: 1. (1) (Omitted) (2) (Omitted) (3) System of internal management A. Finance Department (a) (Omitted) (b) (Omitted) (c) (Omitted) (d) Financial Derivative i. System of internal management of HedgingTrading Trading Amount Total amount/Day President less than UD$ 2.5billion less than UD$ 5billion				Article 13: 1. (1) (Omitted) (2) (Omitted) (3) System of internal management A. Finance Department (a) (Omitted) (b) (Omitted) (c) (Omitted) (d) Financial Derivative i. System of internal management of HedgingTrading Trading Amount Total amount/Day President less than UD$ 2.5billion less than UD$ 5billion			Amendment is made in accordance with the amendments of Organization Charter.
		Trading Amount	Total amount/Day			Trading Amount	Total amount/Day
	President	less than UD$ 2.5billion	less than UD$ 5billion		President	less than UD$ 2.5billion	less than UD$ 5billion

	Administration GroupSenior Vice	Administration GroupSenior Vice	less than UD$ 1.5billion	less than UD$ 3 billion			Senior Vice	President	less than UD$1.5billion	less than UD$ 3 billion
	President Finance and		less than				Finance Dept. Manager		less than UD$ 0.5billion	less than UD$ 1 billion
	Accounting	Dept.	UD$ 0.5billion	less than UD$ 1 billion
	Manager							ii. (Omitted)
		ii. (Omitted)
		iii.It shall submit to board of director by whom in
		charge this event while trading financial derivative
		according to the rule.					B.	Internal Audit office
	B.	Internal Audit office						(Omitted)
		(Omitted)					C.	Performance Evaluation
	C.	Performance Evaluation						It shall formulate report about		the profit or loss for	the
		It shall formulate report about		the profit or loss for	the			month which is induce by clearing financial derivative
		month which is induce by clearing financial derivative						contract in the end of each month and submit to Senior
		contract	in the end of each month and submit					Vice President as a reference for performance
		toAdministration Group Senior Vice President as a						evaluation.
		reference	for performance evaluation.				D.	Quota and upper limit for loss
	D.	Quota and upper limit for loss						i. (Omitted)
		i. (Omitted)						ii. Upper	limit for loss
		ii. Upper	limit for loss					The upper loss limit could not exceed 20%			of
		The upper loss limit could not exceed 20%			of			individual contract price while trading in financial
		individual contract price while trading in financial						derivative. If it exceeds 20%, report to president then
		derivative. If it exceeds 20%, report tochairman						adopting response measures being or to be taken.
		then	submit to board of director after adopting
		response measures being or		to be taken.		2. (Omitted)
2. (Omitted)						3. (Omitted)
3. (Omitted)						4. Regular evaluation measures
4. Regular evaluation methods andthe handling of irregular

	5.	circumstances (1) Administration Group Senior Vice Presidentshall periodically evaluate the risk management measures currently employed are appropriate conducted in accordance with the proceduresand derivatives trading performance is consistent with established operational strategy for engaging in derivatives trading formulated by the company.And whether the risk undertaken is within the company's permitted scope of tolerance. When irregular circumstances are found in the course of supervising trading and profit-loss circumstances, appropriate measures shall be adopted and a report immediately to chairman and submit to the board of directors. (2) Derivatives trading positions held shall be evaluated at least once per week; however, positions for hedge trades required by business shall be evaluated at least twice per month. Evaluation reports shall besubmitted to Administration Group Senior Vice President. The company engaging in derivatives trading shall establish a log book in which details of the types and amounts of derivatives trading engaged in, board of directors approval dates, and the matters required to be carefully evaluatedunder subparagraph 1 and 2, subparagraph 4 of this Article shall be recorded in detail in the log book.	(1) Senior management personnel authorized by the board of directors shall periodically evaluate the risk management measures currently employed are appropriate conducted in accordance with the procedures and whether the risk undertaken is within the company's permitted scope of tolerance. When irregular circumstances are found in the course of supervising trading and profit-loss circumstances, appropriate measures shall be adopted and a report immediately to chairman and submit to the board of directors. (2) Derivatives trading positions held shall be evaluated at least once per week; however, positions for hedge trades required by business shall be evaluated at least twice per month. Evaluation reports shall be submitted to Senior management personnel authorized by the board of directors 5. The policy of supervising and managing to board of directors for the company engaging in derivatives trading: (1) Designate senior management personnel to pay continuous attention to monitoring and controlling derivatives trading risk. The policy is as bellows: A. Periodically evaluate the risk management measures currently employed are in accordance with this rule. B. When irregular circumstances are found in the course of supervising trading and profit-loss circumstances, appropriate measures shall be adopted and a report

	immediately made to the board of directors; where a
	company has independent directors, an independent
	director shall be present at the meeting and express an
	opinion.
(2)	Periodically evaluate whether derivatives trading
	performance is consistent with established operational
	strategy and whether the risk undertaken is within the
	company's permitted scope of tolerance.
(3)	The company shall report to the soonest meeting of the
	board of directors after it authorizes the relevant personnel
	to handle derivatives trading in accordance with its
	Procedures for Engaging in Derivatives Trading
(4)	The company engaging in derivatives trading shall establish
	a log book in which details of the types and amounts of
	derivatives trading engaged in, board of directors approval
	dates, and the matters required to be carefully evaluated
	under subparagraph 1of paragraph 4 and subparagraph 1& 2
	of paragraph 5 of this Article shall be recorded in detail in
	the logbook.