CHROMA - AGM Information 2015 | FinancialReports.eu

Ticker Number: 2360

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CHROMA ATE INC.

2015 Annual General Shareholders’ Meeting Meeting Agenda (Translation)

Date: 9:00am June 10, 2015 Venue: 66 Huaya 1st Road, Guishan, Taoyuan, Taiwan

CHROMA ATE INC.

Meeting Agenda for the 2015 Annual General Shareholders’ meeting

Meeting Procedures ......................................................................................................................... 1 2. Meeting Agenda ............................................................................................................................... 2 3. Report Items ..................................................................................................................................... 3 4. Acknowledgement Items ................................................................................................................. 4 5. Discussion Items ............................................................................................................................... 5 6. Special Motions ................................................................................................................................ 5

Attachments

(1) Business Report ...................................................................................................................... 6 (2) Audit Committee’s Review Report ......................................................................................... 7 (3) Itemized List of Endorsements and Guarantees in 2014........................................................ 8 (4) Status of Unsecured Convertible Bond .................................................................................. 9 (5) Code of Ethical Conduct ....................................................................................................... 10 (6) Independent Auditors’ Report and 2014 Parent Only Financial Statements ....................... 12 (7) Profit Allocation Proposal ..................................................................................................... 26 (8) Comparison Table for the “Amendments to Articles of Incorporation” ............................ 27 (9) Comparison Table for the “Procedures for Lending of Capital to Other Parties” ................ 29

Appendix

(1) Articles of Incorporation ....................................................................................................... 30 (2) Procedures for Lending of Capital to Other Parties ............................................................. 39 (3) Rules and Procedures of Shareholders’ meeting ................................................................. 44 (4) Shareholding of Directors and Supervisors .......................................................................... 47

CHROMA ATE INC.

Procedures for the 2015 Annual General Shareholders’ Meeting

Call Meeting to order
Chairman’s statements
Report items
Acknowledgement items
Discussion items
Special motions
Meeting adjourned
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CHROMA ATE INC.

2015 Annual General Shareholders’ Meeting Agenda

Time: 9:00am, June 10, 2015

Venue: 66 Huaya 1st Road, Guishan, Taoyuan, Taiwan (Chroma Headquarters)

1. Call meeting to order

2. Chairman’s statements

3. Report Items:

(1) To report the business of 2014
(2) Audit Committee’s review report
(3) To report the status of endorsements and guarantees in 2014

(4) To report the status of unsecured convertible bonds transferring

(5) Code of Ethical Conduct

4. Acknowledgement Items:

(1) To accept 2014 Business Report and Financial Statements
(2) To approve the proposal for distribution of 2014 profits

5. Discussion Items:

(1) Discussion of Amendments to Articles of Incorporation.
(2) Discussion of Amendments to Procedures for Lending of Capital to Other Parties

6. Special Motion

7. Meeting Adjourned

Report Items

To report the business of 2014

Explanatory Notes: Please refer to Attachment (1)

Audit committee’s review report

Explanatory Notes: Please refer to Attachment (2)

To report the List of Endorsements and Guarantees in 2014
Explanatory Notes: As end of December 31, 2014, please refer to attachment (3) for the details of endorsements and Guarantees
To report the status of Unsecured Convertible Bond
Explanatory Notes: The status of Unsecured Convertible Bond , please refer to attachment (4)
To report the Code of Ethical Conduct

Explanatory Notes: Please refer to attachment (5)

Acknowledgement Items

Acknowledge the 2014 Business Report and Financial Statements (Proposed by the Board of Directors)

Explanation:

(1) Chroma 2014 Business Report, Individual Financial Statements and Consolidated Financial Statements were completed. The Individual Financial Statements and Consolidated Financial Statements were audited by independent auditors, Mr. Zhen-Ming, Lee and Li-Wen, Kuo, of Deloitte & Touche, with Business Report have been reviewed by the Company’s Audit Committee.
(2) Please refer to the attachments (1) and (6).
(3) Please accept the aforementioned Business Report and Financial Statements.
Acknowledge the Proposal of 2014 Earnings Distribution (Proposed by the Board of Directors) Explanation:
(1) The proposal of 2014 earnings distribution is based on the Company Law and the Company’s Articles of Incorporation.
(2) The total amount of common shares outstanding is subject to change and the ultimate cash dividend to be distributed to each common share will be adjusted accordingly should Chroma subsequently convertible bonds, repurchase its common shares or issue new shares due to the exercise of the employee stock options. It is proposed that the Board of Directors of Chroma be authorized to adjust the cash dividend to be distributed to each common share based on the total amount of profits resolved to be distributed.
(3) Each common share holder will be entitled to receive a cash dividend of NT$2.6. The cash dividend will be allotted after resolute by Annual General Shareholders’ Meeting, as authorized Board of Directors of Chroma to determine the record date for distribution.
(4) The 2014 Profit Allocation Proposal is attached hereto as Attachment (7).
(5) Please accept the aforementioned Business Report and Financial Statements.
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Discussion Items

Discussion of Amendments to Articles of Incorporation (Proposed by Board of Directors) Explanation:
(1) In order to meet the Company’s business scope, Taoyuan County officially changed to municipality and adoption of shareholder director nominations, proposed to amend certain provisions of the Articles of Incorporations.
(2) The Comparison Table for the “Amendments to Articles of Incorporation” is attached hereto as Attachment (8).
(3) The proposed amendments are submitted for discussion.
Discussion of Amendments to Procedures for Lending of Capital to Other Parties (Proposed by Board of Directors)

Explanation:

(1) In order to meet the Company’s operation needs, here to propose to amend certain provisions of the Procedures for Lending of Capital to Other Parties.
(2) The Comparison Table for the “Procedures for Lending of Capital to Other Parties” is attached hereto as Attachment (9).
(3) The proposed amendments are submitted for discussion.

Special Motion

Meeting Adjourned

ATTACHMENT 1

Business Report

In Year 2014, the economy of North America and Europe are continuing to recover, which lead to global economy heated up. The increasing of capital expenditure for manufacturing also benefited to the Company. The financial results in the fiscal year of 2014, the consolidated sales revenues was NTD 10.3 billion, while Chroma’s parent only sales revenues reached NTD 5.1 billion with net income of1.3 billion, while basic earnings per share was NTD 3.51. The consolidated sales revenues was flat compared to year 2013, while the parent only sales revenues presented a growth of 31% YoY with net income and earnings per share growth of 10% YoY and 9% YoY respectively.

In the year 2014, the Chroma parent sales revenues presented a growth of 31% YoY. This was mainly contributed from Turnkey Solutions, which presented a strong growth of 155% due the strong demand from Industrial Automation (IA) in order to solve the labor shortage and pressure from cost increase. The Semiconductor Test Solutions, also presented a third year consecutively growth of 32% YoY, mainly benefited from global semiconductor industry growth and our equipment are adopting by global tier one fables companies. In additional, the Test Instruments and ATS also increased by 15% compared to year 2013 due to the growing of clean tech industry, included Electric Vehicles (EV), Lithium battery and LED lighting.

Financial Analysis from 2013 ~ 2014

Items		2014	2013
Capital Structure Analysis (%)	Debt Ratio (%)	37.26	31.73
	Long-term Fund to Property, Plant and Equipment Ratio(%)	445.91	360.41
Liquidity Analysis (%)	Current Ratio (%)	319.94	229.49
	Quick Ratio (%)	262.08	177.19
Profitability Analysis (%)	Return on Total Assets (%)	9.68	10.11
	Return on Equity Attributable to Shareholders of the Parent(%)	14.75	14.72
	Net Profit Margin (%)	12.77	11.85

Moving forward to year 2015, the economy in North America is expected to grow, and Japan and Europe are adopting easy money policy to further stimulate the market. In addition, global manufacture center of China are aggressively adopting automation to solve the labor shortage. These will benefit the Company to have another good year of sales revenues and profit growth. The key strategies are:

Investing our trinity strengths of Test and Measurement, Automation and MES, the key elements of Turnkey Solutions.
Increasing customer satisfaction and market penetration in US, Europe and Japan markets.
Speedy innovations and further maximize shareholders value.

We are highly appreciated for continuing support Chroma. In return, we continue to maintain strong corporate governance and years of profitable growth and good shareholder returns.

ATTACHMENT 2

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2014 Business Report, Financial Statements, and proposal for allocation of profits. The CPA firm of Deloitte and Touche was retained to audit Chroma’s Financial Statements. The Business report, Financial Statements and profit allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of Chroma Ate Inc. According to Article 219 of the Company law, we hereby submit this report.

Chroma Ate Inc.

Chairman of the Audit committee:

Chi-Jen Chou

Tsun-I, Wang (Representative of Case Investment Co., Ltd.)

March, 10[th] 2015

ATTACHMENT 3

Status of endorsements and guarantees in 2014

CHROMA ATE INC. AND INVESTEES

ENDORSEMENT/GUARANTEE PROVIDED YEAR ENDED DECEMBER 31, 2014 (In Thousands of New Taiwan Dollars or Foreign Currency, Unless Stated Otherwise)

No.	Endorsement /Guarantee Provider	Counterparty	Counterparty	Limits on Each Counter- party’s Endorsement/ Guarantee Amount (Note 1)	Highest Amount of Guarantee Provided for the Year (Note 3)	Ending Balance (Note 3)	Amount of Guarantee Actually Used (Note 3)	Value of Collateral	Ratio of Accumulated Amount of Collateral to Net Equity Shown in the Latest Financial Statements	Maximum Collateral/ Guarantee Amounts Allowable (Note 2)	Endorsed/ Guaranteed to Subsidiaries by Parent Company	Endorsed/ Guaranteed to Parent Company by Susidiaries	Endorsed/ Guaranteed to Investees in Mainland China
		Name	Nature of Relationship
0	Chroma Ate Inc.	Chroma Ate Inc.(U.S.A)	Subsidiary	NT$1,390,594	US$ 4,000 (NT$126,600)	US$ 4,000 (NT$126,600)	US$ 2,000 (NT$63,300)	$ -	1.37%	$2,781,188	Y	-	-
		Chroma Japan Corp.	Subsidiary	NT$1,390,594	NT$ 33,280	NT$ 33,280	JPY 80,000 (NT$21,200)	$ -	0.36%	$2,781,188	Y	-	-

Note 1: According to Regulation of the “Procedures for Endorsement/Guarantee and lending of Funds”, the Corporation limits the endorsement/guarantee amount on each entity to (a) within 15% of the net value of the Corporation ($9,270,625 × 15% ＝ $1,390,594) and (b) the capital issued of the entity endorsed/guaranteed, but 100% held subsidiary is not limited by the regulation.

Note 2: According to Regulation of the “Procedures for Endorsement/Guarantee and Lending of Funds”, the Corporation limits the endorsement/guarantee amount within the 30% of the net value of the Corporation ($9,270,625 × 30% ＝ $2,781,188).

Note 3: The above amounts were translated into New Taiwan dollars at the exchange rate of US$1=NT$31.65, JPY1=NT$0.265 as of December 31, 2014.

ATTACHMENT 4

Status of unsecured convertible bonds transferring

Issuance	Issuance	2ndDomestic Unsecured Convertible Bonds
Issuing Date		2014/May/23
Denomination		NT$ 100,000
Issuance and Transaction Location		OTC
Offering Price		Par
Total Amount		Total Amount NTD 2.0 billion
Coupon Rate		0%
Maturity		5 Years: 2019/5/23
Guarantor		N/A
Trustee		Mega International Commercial Bank
Underwriter		Taishin Securities Co., Ltd.
Legal Counsel		Hwecker Law Office
Auditor		Mr. Zhen-Ming, Lee and Li-Wen, Kuo, of Deloitte & Touche,
Repayment		Unless previously redeemed, repurchased and cancelled or exchanged, the bonds will be redeemed at their principal amount on the maturitydate.
Outstanding		NT$ 1,854,100,000 (as end of 2015/3/31)
Redemption or Early Repayment Clause		As prospectus
Covenants		None
Credit Rating		None
Other Rights of Bondholders	Amount of Converted or Exchanged Common Shares, ADRs or Other Securities	As end of 2015/3/31, total converted common shares of 2,026,356 shares.
	Conversion Right	As prospectus
Dilution Effect and Other Adverse Effects of Existing Shareholders		The 2ndunsecured convertible bonds with a zero coupon rate, the bonds provide a low-cost source of long-term funds and reduce the interest rate, the bondholders convert at different time, the dilution effects on existing shareholders is limited.
Custodian		N/A

ATTACHMENT 5

Chroma Ate Inc. Codes of Ethical Conduct

Article 1: (Purpose and Basis of the Code of Ethics)

For the purpose of encouraging directors, supervisors and managerial officers of Chroma Ate Inc. (“the Company”), (included all president level, vice president level, assist directors, financial department supervisor, accounting department supervisors and other related authorized employees) to act in line with ethical standards, and to help stakeholders better understand the ethical standards of the Company. The company hereby enacted this “Code of Chroma Ate Inc.” (“The Codes”) with reference to the “Guidelines for the Adoption of Codes of Ethical Conduct” set by TWSE.

Article 2: (Scope of Application)

The Codes applies to directors, supervisors and managerial officers of the Company (“All Personnel”) Ethical best practice principle shall at least include preventive measures against the following:

(1) Prevention of Conflict of Interest

(2) No Self-Benefiting

(3) Confidentiality
(4) Fair Transaction
(5) Proper Protection and Use of the Company’s Assets

(6) Compliance of Laws and Regulations

(7) Reporting a Violation of Code of Ethics

Article 3: (Prevention of Conflict of Interest)

The Personnel of the Company shall deal with corporate events objectively and efficiently, and shall not improperly take benefits base on the Personnel’s position for themselves, their spouses, parents, children or relatives within three degrees of kinship. In the event that the aforementioned Personnel’s affiliates receive loans or guarantees, engage in material assets transactions, or purchase (or sell) products from (or to) the Company, the relevant Personnel shall follow the Company’s procedures of “Internal Procedures of Lending of Capital by the Company”, “Procedures of endorsements and guarantees” and “Procedures of acquire material assets”. The relevant shall voluntarily and sufficiently explain to the Company and Board of Directors when there exists any potential conflict of interest with the Company.

Article 4: (No Self-Benefiting)

In the event that the Company has the opportunity to obtain benefits, the personnel shall ensure that the Company is able to acquire them lawfully. The Personnel shall not acquire the opportunities for benefit or benefit themselves by using the Company’s assets or information or by virtue of their positions with the Company; or compete with the Company.

Article 5: (Confidentiality)

The Personnel shall, unless otherwise authorized or required to disclose by law, keep the company information and the information of suppliers / customers in strict confidence. The confidential information includes all non-public information that may

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cause damage to the Company or the customers if such information is disclosed or used by a competitor.

Article 6: (Fair Transactions)

The Personnel shall treat the Company’s suppliers, customers, competitors and competitors’ employees on a fair basis, and shall not manipulate, conceal or abuse the information acquired due to their position. The Personnel shall not make false statements on important issues or gain any improper advantage by unfair transactions.

Article 7: (Proper Protection and use of the Company’s Assets)

The Personnel shall protect the assets of the Company ensure the asset to be validly and legally used for business purposes.

Article 8: (Compliance of Laws and Regulations)

The Personnel shall comply with all the laws, rules, and regulations and conduct any security transaction in accordance with the “Securities and Exchange Act”.

Article 9: (Reporting a Violation of Code of Ethics)

If any employee discovers or suspects that there is an event conflicting with the law, regulations, or the Code of Ethics, the employee shall voluntarily report to the audit committee, managers, internal audit officers or other appropriate officers, and shall provide sufficient information so that the Company may properly handle the subsequent matters. The Company shall handle the employee’s report in strict confidence and shall use its best endeavor to protect the reporting employee’s safety.

Article 10: (Penalty and Appeal)

In the event that a director or supervisor or manager is in violation of the Code of Ethics, the company shall deal with the violation in accordance with the relevant regulations. If any director or supervisor or manager is in violation of the Code of Ethics, the Company shall establish an appeal procedure and resolute in Board of Directors meeting.

Article 11: (Exemption)

In case any exemption from compliance with the Codes for all Personnel is needed, it shall be adopted by a resolution of the Board of Directors, and that information on the name and title of the person entitled to such exemption, the date on which the Board of Directors adopted the resolution for exemption, and the period of, reasons for, and principles behind the application of the exemption be disclosed immediately on the Market Observation Post System (“MOPS”).

Article 12: (Method of Disclosure)

The Company shall disclose the Code of Ethics in the annual report, public prospectus, and Market Observation Post System, and the same procedure shall apply to the amendments.

Article 13: (Enforcement)

The Code of Ethics shall be adopted for enforcement after the resolution by the board of directors, delivered to the audit committee for reference and shall be reported to the shareholders’ meeting. The same procedures shall apply to the amendments.

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ATTACHMENT 6

2014 Independent Auditor’s Report

The Board of Directors and Shareholders Chroma Ate Inc.

We have audited the accompanying balance sheets of Chroma Ate Inc. (the “Corporation”) as of December 31, 2014 and 2013, and the related statements of comprehensive income, change in shareholders’ equity and cash flows for the years ended December 31, 2014 and 2013. 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 Rules Governing the Audit 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 financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Chroma Ate Inc. as of December 31, 2014 and 2013, and the result of its operations and cash flows for the years ended December 31, 2014 and 2013, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

The accompanying schedules of major accounting items listed in the financial statements of Chroma Ate Inc. as of and for the year ended December 31, 2014 are presented for the purpose of additional analysis. These schedules have been subjected to the auditing procedures described in the second paragraph. In our opinion, these schedules are consistent, in all material respects, with the financial statements referred to in the first paragraph.

February 12, 2015

Notice to Readers

The accompanying financial statements are intended only to present the 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 financial statements are those generally applied in the Republic of China.

For the convenience of readers, the independent auditors’ report and the accompanying 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 financial statements shall prevail.

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CHROMA ATE INC.

BALANCE SHEETS DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Available-for-sale financial assets - current (Notes 4 and 8) Investments in bonds with no active market quotes (Notes 4, 6 and 10) Notes receivable - related parties (Notes 4 and 28) Notes receivable Accounts receivable, net (Notes 4, 5 and 11) Accounts receivable - related parties (Notes 4, 5 and 28) Other receivable - related parties (Note 28) Inventories (Notes 4, 5 and 12) Prepayments (Note 28) Other current assets (Note 28) Total current assets NONCURRENT ASSETS Available-for-sale financial assets - noncurrent (Notes 4 and 8) Financial assets carried at cost - noncurrent (Notes 4 and 9) Investments accounted for by the equity method (Notes 4, 5, 13 and 25) Property, plant and equipment (Notes 4, 14 and 29) Goodwill (Notes 4, 5 and 15) Deferred tax assets (Notes 4, 5 and 22) Prepayments for equipment Refundable deposits Prepayments for investments Other noncurrent assets Total noncurrent assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 16 and 27) Short-term bills payable (Note 16) Financial liability at fair value through profit or loss (Notes 4 and 7) Notes payable Accounts payable Accounts payable - related parties (Note 28) Other payable (Note 18) Current tax payable (Notes 4, 5 and 22) Receipts in advance Current portion of long-term borrowings and bonds payable (Notes 4 and 16) Other current liabilities - other Total current liabilities NONCURRENT LIABILITIES Long-term borrowings (Notes 4, 16 and 21) Bonds payable (Notes 4 and 17) Deferred income tax liabilities (Notes 4 and 22) Accrued pension costs (Notes 4, 5 and 19) Guarantee deposits received Total noncurrent liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Notes 20 and 24) Common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equities Treasury stock Total equities TOTAL		2014 Amount % $ 482,015 4 1,634,854 12 51,091 - 405 - 7,722 - 974,700 7 1,304,757 10 174,126 1 1,256,528 10 28,654 - 100,789 1 6,015,641 45 468,575 4 159,044 1 3,074,762 23 1,907,429 14 94,424 1 78,193 1 1,431,535 11 2,675 - 33,000 - 24,812 - 7,274,449 55 $ 13,290,090 100 $ 150,000 1 - - 927 - 1,051 - 440,799 3 102,703 1 499,106 4 166,794 1 7,815 - 70,000 1 16,167 - 1,455,362 11 630,000 4 1,731,006 13 102,987 1 99,544 1 566 - 2,564,103 19 4,019,465 30 3,787,821 29 1,256,654 9 1,469,276 11 86,888 1 2,198,596 16 3,754,760 28 507,104 4 (35,714) - 9,270,625 70 $ 13,290,090 100		2013
				Amount % $ 404,475 4 - - 1,600 - 574 - 15,375 - 646,126 6 1,031,310 9 217,825 2 1,174,172 11 25,871 - 90,104 1 3,607,432 33 534,668 5 141,777 1 3,137,235 29 1,924,727 17 94,424 1 67,895 1 1,432,824 13 3,137 - 2,767 - 41,778 - 7,381,232 67 $ 10,988,664 100 $ 550,000 5 80,000 1 - - 966 - 351,694 3 33,625 - 397,260 4 113,273 1 8,190 - - - 16,512 - 1,551,520 14 700,000 6 - - 82,872 1 75,659 1 1,003 - 859,534 8 2,411,054 22 3,767,599 34 960,198 9 1,348,787 12 86,888 1 1,971,238 18 3,406,913 31 478,800 4 (35,900) - 8,577,610 78 $ 10,988,664 100

The accompanying notes are an integral part of the financial statements.

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CHROMA ATE INC.

COMPREHENSIVE INCOME STATEMENTS YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Amounts Per Share)

OPERATING REVENUES (Notes 4 and 28) Sales revenues Less: Sales returns Sales allowances Net operating revenues OPERATING COSTS (Notes 12, 21 and 28) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES OPERATING PROFIT OPERATING EXPENSES (Notes 21 and 28) Selling General administrative Research and development Total operating expenses OPERATING INCOME NONOPERATING INCOME AND EXPENSE Share of profit of subsidiaries, associates and joint ventures, net (Notes 4 and 13) Foreign currency exchange gain, net (Note 4) Impairment loss (Notes 4 and 9) Gain on disposal of investments, net (Note 4) Valuation gain on financial assets (liabilities) at fair value through profit or loss, net (Notes 4 and 7) Other expenses Gain (loss) on disposal of property, plant and equipment (Note 4) Subsidy income (Note 28) Rental income (Note 28) Dividend income Other income - other (Note 28) Interest income (Note 28) Management service income (Note 28)		2014 Amount % $ 5,162,703 100 (20,743) - (6,761) - 5,135,199 100 (2,361,384) (46) 2,773,815 54 (21,257) - 2,752,558 54 540,545 10 407,080 8 754,890 15 1,702,515 33 1,050,043 21 226,144 4 84,046 2 (15,500) - 14,571 - 3,933 - (1,842) - 318 - 37,840 1 31,552 1 27,630 - 21,608 - 12,122 - 11,000 -		2013
				Amount % $ 3,943,794 100 (15,554) - (1,760) - 3,926,480 100 (1,746,225) (44) 2,180,255 56 (26,344) (1) 2,153,911 55 446,757 11 334,554 9 631,010 16 1,412,321 36 741,590 19 380,455 10 10,814 - (2,000) - 81,817 2 - - (1,013) - (4,990) - 15,844 - 30,117 1 23,576 1 16,055 - 8,173 - 9,325 - (Continued)

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CHROMA ATE INC.

COMPREHENSIVE INCOME STATEMENTS YEARS ENDED DECEMBER 31, 2014 AND 2013

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

Interest expense (Notes 4 and 21) Total nonoperating income INCOME BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 22) NET INCOME OTHER COMPREHENSIVE INCOME (LOSS), NET (Note 20) Actuarial loss from defined benefit plans Exchange differences on translating foreign operations Unrealized gain (loss) from available-for-sale financial assets Share of other comprehensive income of subsidiaries, associates and joint ventures Total other comprehensive income TOTAL COMPREHENSIVE INCOME EARNINGS PER SHARE (NT$; Note 23) Basic Diluted		2014 Amount % (21,627) - 431,795 8 1,481,838 29 165,394 3 1,316,444 26 (27,616) (1) 89,661 2 (63,519) (1) 3,081 - 1,607 - $ 1,318,051 26 $ 3.51 $ 3.30		2013
				Amount % (4,976) - 563,197 14 1,304,787 33 99,895 2 1,204,892 31 (5,889) - 84,877 2 199,696 5 7,812 - 286,496 7 $ 1,491,388 38 $ 3.21 $ 3.20

The accompanying notes are an integral part of the financial statements. (Concluded)

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CHROMA ATE INC.

STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Amounts Per Share)

STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Amounts Per Share)
BALANCE, JANUARY 1, 2013 Appropriation of the 2012 earnings Legal reserve Cash dividends - NT$2.0 per share Net income for the year ended December 31, 2013 Other comprehensive income for the year ended December 31, 2013 Total comprehensive income for the year ended December 31, 2013 Change in other capital surplus Change in capital surplus from investments in subsidiaries, associates and joint ventures accounted for using the equity method Adjustments of capital surplus for the Corporation's cash dividends received by subsidiaries Compensation recognized on employee stock options Increase in total equities for the year ended December 31, 2013 BALANCE, DECEMBER 31, 2013 Appropriation of the 2013 earnings Legal reserve Cash dividends - NT$2.5 per share Net income for the year ended December 31, 2014 Other comprehensive income for the year ended December 31, 2014 Total comprehensive income for the year ended December 31, 2014 Change in other capital surplus Equity component of convertible bonds issued by the Corporation Change in capital surplus from investments in subsidiaries, associates and joint ventures accounted for using the equity method Convertible bonds converted to ordinary shares Disposal of the Corporation's share held by subsidiaries Compensation recognized for employee stock options Adjustment of capital surplus for corporation's cash dividends received by subsidiaries Increase in total equities for the year ended December 31, 2014 BALANCE, DECEMBER 31, 2014	Issued Capital Capital Surplus $ 3,767,599 $ 917,062 - - - - - - - - - - - 22,646 - 3,851 - 16,639 - 43,136 3,767,599 960,198 - - - - - - - - - - - 141,487 - 1,064 20,222 115,283 - 555 - 33,278 - 4,789 20,222 296,456 $ 3,787,821 $ 1,256,654		Retained Earnings	Total $ 2,961,545 - (753,520 ) 1,204,892 (6,004) 1,198,888 - - - 445,368 3,406,913 - (941,900 ) 1,316,444 (26,697) 1,289,747 - - - - - - 347,847 $ 3,754,760	Other Equities Exchange Differences on Unrealized Gain (Loss) from Translating Foreign Operations Available-for-sale Financial Assets Total Other Equities $ (46,744 ) $ 233,044 $ 186,300 - - - - - - - - - 91,499 201,001 292,500 91,499 201,001 292,500 - - - - - - - - - 91,499 201,001 292,500 44,755 434,045 478,800 - - - - - - - - - 92,001 (63,697) 28,304 92,001 (63,697) 28,304 - - - - - - - - - - - - - - - - - - 92,001 (63,697) 28,304 $ 136,756 $ 370,348 $ 507,104	Treasury Stock $ (35,900 ) - - - - - - - - - (35,900 ) - - - - - - - - 186 - - 186 $ (35,714)	Total Equities $ 7,796,606 - (753,520 ) 1,204,892 286,496 1,491,388 22,646 3,851 16,639 781,004 8,577,610 - (941,900 ) 1,316,444 1,607 1,318,051 141,487 1,064 135,505 741 33,278 4,789 693,015 $ 9,270,625
			Legal Reserve Special Reserve Unappropriated Earnings $ 1,254,276 $ 86,888 $ 1,620,381 94,511 - (94,511 ) - - (753,520 ) - - 1,204,892 - - (6,004) - - 1,198,888 - - - - - - - - - 94,511 - 350,857 1,348,787 86,888 1,971,238 120,489 - (120,489 ) - - (941,900 ) - - 1,316,444 - - (26,697) - - 1,289,747 - - - - - - - - - - - - - - - - - - 120,489 - 227,358 $ 1,469,276 $ 86,888 $ 2,198,596

The accompanying notes are an integral part of the financial statements.

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CHROMA ATE INC.

STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Net income before income tax

Adjustments for:
Share of profit of subsidiaries, associates and joint ventures, net
Depreciation
Foreign currency exchange (gain) loss, net
Impairment loss on nonfinancial assets
Compensation cost of employee stock options
Dividend income
Bad-debt expense
Interest expense
Unrealized gain on the transactions with subsidiaries, associates
and joint ventures
Impairment loss on financial assets
Gain on disposal of investments, net
Interest income
Loss on disposal and retirement of property, plant and equipment,
net
Gain on disposal of investment recognized under the equity method
Net changes related to operating assets and liabilities
Decrease in financial assets held for trading
Decrease in notes receivable
Increase in accounts receivable
Increase in inventories
(Increase) decrease in prepayments
Decrease (increase) in other current assets
Decrease in financial liabilities held for trading
Increase in notes payable
Increase (decrease) in accounts payable
Increase in other payables
Decrease in receipts in advance
Decrease in other current liabilities
Decrease in accrued pension costs

Cash generated from operations
Income tax paid

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Payment to acquire available-for-sale financial assets

Proceeds of the disposal available-for-sale financial assets
Dividend received
Payment to acquire investments accounted for by the equity method
Decrease (increase) in other receivables - related parties
Payment to acquire investment in bonds with no quoted market prices

2014
2013
$ 1,481,838
$ 1,304,787
(226,144)
(380,455)
146,470
146,746
(71,616)
(16,980)
51,000
35,000
33,278
16,639
(27,630)
(23,576)
24,000
1,063
21,627
4,976
21,257
26,344
15,500
2,000
(14,571)
(81,787)
(12,122)
(8,173)
(318)
4,990

-
(30)
102
-
7,822
5,076
(561,375)
(165,374)
(224,300)
(143,243)
(2,783)
140
16,323
(1,662)
(3,933)
-
85
953
152,394
(43,070)
101,610
88,722
(375)
(2,756)
(345)
(4,287)

(3,731)

(6,230)
924,063
759,813

(101,152)

(140,441)

822,911

619,372
(2,163,975)
(220,000)
546,164
574,687
425,859
160,108

(59,163)
(81,600)
51,560
(3,378)

(49,491)
-
(Continued)

17 -

CHROMA ATE INC.

STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

Increase in prepayments for investments Increase in financial assets carried at cost Increase in prepayments for equipment Decrease in other noncurrent assets Interest received Payment to acquire property, plant and equipment Proceeds of the disposal of property, plant and equipment Decrease in refundable deposits Proceeds of the sale of investment in bonds with no quoted market prices Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds of the issuance of convertible bonds payable Payment of dividends Decrease in short-term borrowings Decrease in short-term bills payable Interest paid Decrease in guarantee deposits Increase in short-term borrowings Proceeds of long-term borrowings Increase in short-term bills payable Net cash generated from financing activities EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR CASH AND CASH EQUIVALENTS, END OF YEAR	2014 (33,000) (30,000) (21,151) 16,966 12,772 (4,375) 836 462 - (1,306,536) 1,994,680 (941,900) (400,000) (80,000) (16,048) (437) - - - 556,295 4,870 77,540 404,475 $ 482,015	2013 (2,767) - (1,121,012) 15,159 7,503 (31,327) 5,242 2,671 7,400 (687,314) - (753,520) (630,000) - (7,962) (496) 800,000 700,000 80,000 188,022 5,723 125,803 278,672 $ 404,475

The accompanying notes are an integral part of the financial statements. (Concluded)

18 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Chroma Ate Inc.

We have audited the accompanying consolidated balance sheets of Chroma Ate Inc. (the “Corporation”) and its subsidiaries (collectively referred to as the “Group”) as of December 31, 2014 and 2013, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2014 and 2013. 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 Rules Governing the Audit 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 above present fairly, in all material respects, the consolidated financial position of Chroma Ate Inc. and its subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the years then ended, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed by the Financial Supervisory Commission of the Republic of China.

We have also audited the financial statements of the parent company, Chroma Ate Inc., as of and for the years ended December 31, 2014 and 2013 on which we have issued an unqualified report.

February 12, 2015

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, consolidated 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 accepted and 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 auditors’ report and consolidated financial statements shall prevail.

19 -

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2014 AND 2013

(In Thousands of New Taiwan Dollars)

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)
ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Financial assets at fair value through profit or loss - current (Notes 4 and 7) Available-for-sale financial assets - current (Notes 4 and 8) Investments in bonds with no active market - current (Notes 4, 10 and 32) Notes receivable Accounts receivable, net (Notes 4 and 11) Accounts receivable - related parties (Notes 4 and 31) Construction contracts receivable (Notes 4 and 12) Inventories (Notes 4 and 13) Prepayments Other current assets (Note 31) Total current assets NONCURRENT ASSETS Available-for-sale financial assets - noncurrent (Notes 4 and 8) Financial assets carried at cost - noncurrent (Notes 4 and 9) Investments accounted for by the equity method (Notes 4 and 14) Property, plant and equipment (Notes 4, 15, 24 and 32) Goodwill (Notes 4 and 16) Other intangible assets (Notes 4 and 17) Deferred tax assets (Notes 4 and 25) Prepayments for equipment (Notes 4 and 24) Refundable deposits Prepayments for investments Other noncurrent assets (Note 18) Total noncurrent assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 19) Short-term bills payable (Note 19) Financial liability at fair value through profit or loss - current (Notes 4 and 7) Notes payable Notes payable - related parties (Note 31) Accounts payable Accounts payable - related parties (Note 31) Construction contracts payable (Notes 4 and 12) Other payables (Note 21) Current tax payable (Note 25) Receipts in advance (Note 12) Current portion of long-term liabilities (Note 19) Other current liabilities - other Total current liabilities NONCURRENT LIABILITIES Bonds payable (Notes 4 and 20) Long-term bank loans, net of current portion (Note 19) Deferred income tax liabilities (Notes 4 and 25) Accrued pension costs (Notes 4 and 22) Guarantee deposits received Total noncurrent liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Notes 4, 23 and 27) Common stock Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equities Treasury stock Total equity attributable to owners of the Corporation NONCONTROLLING INTERESTS Total equities TOTAL		2014 Amount % $ 1,847,648 12 8,638 - 1,873,734 12 398,993 3 33,316 - 3,152,006 21 9,950 - 95,945 1 1,604,773 11 56,178 - 103,523 1 9,184,704 61 468,575 3 185,349 1 508,702 4 2,712,962 18 193,939 1 6,533 - 152,883 1 1,431,534 10 43,348 - 33,000 - 46,483 1 5,783,308 39 $ 14,968,012 100 $ 332,725 2 16,000 - 927 - 44,029 - 15,279 - 1,277,344 9 2,377 - 3,796 - 745,593 5 229,301 2 84,231 1 75,138 - 44,035 - 2,870,775 19 1,731,006 11 757,200 5 109,425 1 108,061 1 780 - 2,706,472 18 5,577,247 37 3,787,821 25 1,256,654 9 1,469,276 10 86,888 - 2,198,596 15 3,754,760 25 507,104 3 (35,714) - 9,270,625 62 120,140 1 9,390,765 63 $ 14,968,012 100		2013
				Amount % $ 1,619,532 13 45,635 - 250,700 2 448,600 3 18,556 - 2,901,386 23 4,580 - 43,890 - 1,530,689 12 65,650 1 76,220 1 7,005,438 55 534,668 4 167,555 1 454,677 4 2,695,664 21 190,618 2 10,461 - 120,960 1 1,503,327 12 29,199 - 2,767 - 52,911 - 5,762,807 45 $ 12,768,245 100 $ 710,233 6 80,000 1 - - 68,461 1 5,644 - 1,194,722 9 2,591 - 13,154 - 695,157 5 201,524 2 47,638 - 4,217 - 29,328 - 3,052,669 24 - - 819,160 6 91,608 1 87,041 1 1,206 - 999,015 8 4,051,684 32 3,767,599 29 960,198 7 1,348,787 11 86,888 1 1,971,238 15 3,406,913 27 478,800 4 (35,900) - 8,577,610 67 138,951 1 8,716,561 68 $ 12,768,245 100

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

20 -

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2014 AND 2013

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

OPERATING REVENUES Sales revenues (Notes 4, 12 and 30) Less: Sales returns Sales allowances Net operating revenues OPERATING COSTS (Notes 4, 13, 22, 24 and 30) GROSS PROFIT OPERATING EXPENSES (Notes 22 and 24) Selling General administrative Research and development Total operating expenses OPERATING INCOME NONOPERATING INCOME AND EXPENSE Interest income (Note 4) Rental income (Note 31) Dividend income (Note 4) Subsidy income Other income - other (Note 31) Share of profits of associates and joint ventures, net (Notes 4 and 14) Gain on disposal of investments, net Exchange gain, net (Note 4) Impairment loss on financial assets (Notes 4 and 9) Valuation gain on financial assets at fair value through profit or loss, net (Note 4) Gain on disposal of property, plant and equipment, net (Note 4) Other expenses Finance costs (Note 24) Total nonoperating income CONSOLIDATED INCOME BEFORE INCOME TAX		2014 Amount % $ 10,374,332 101 (22,007) - (45,240) (1) 10,307,085 100 6,261,181 61 4,045,904 39 1,289,279 12 706,423 7 830,941 8 2,826,643 27 1,219,261 12 24,192 - 27,497 - 34,325 - 37,840 - 46,432 1 82,578 1 17,325 - 94,921 1 (15,500) - 5,455 - 2,852 - (24,504) - (31,300) - 302,113 3 1,521,374 15		2013
				Amount % $ 10,234,844 101 (17,577) - (46,636) (1) 10,170,631 100 6,419,811 63 3,750,820 37 1,098,997 11 769,168 7 714,156 7 2,582,321 25 1,168,499 12 23,335 - 27,163 - 23,790 - 15,844 - 12,767 - 51,095 1 83,191 1 18,025 - (2,000) - 1,820 - 21,286 - (13,560) - (14,219) - 248,537 2 1,417,036 14

(Continued)

21 -

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2014 AND 2013

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

INCOME TAX EXPENSE (Notes 4 and 25) CONSOLIDATED NET INCOME OTHER COMPREHENSIVE INCOME, NET (Note 23) Exchange differences on translating foreign operations Actuarial loss from defined benefit plans Share of other comprehensive income of associates and joint ventures, net Unrealized gain on available-for-sale financial assets Total other comprehensive income, net of tax TOTAL COMPREHENSIVE INCOME NET INCOME ATTRIBUTED TO: Owner of the Corporation Noncontrolling interests COMPREHENSIVE INCOME ATTRIBUTED TO: Owner of the Corporation Noncontrolling interests EARNINGS PER SHARE (NT$; Notes 2 and 26) Basic Diluted		2014 Amount % 227,318 2 1,294,056 13 92,057 1 (27,360) - 3,259 - (63,697) (1) 4,259 - $ 1,298,315 13 $ 1,316,444 13 (22,388) - $ 1,294,056 13 $ 1,318,051 13 (19,736) - $ 1,298,315 13 $ 3.51 $ 3.30		2013
				Amount % 237,880 3 1,179,156 11 85,763 1 (6,023) - 6,622 - 201,001 2 287,363 3 $ 1,466,519 14 $ 1,204,892 12 (25,736) - $ 1,179,156 12 $ 1,491,388 14 (24,869) - $ 1,466,519 14 $ 3.21 $ 3.20

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

22 -

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2014 AND 2013

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

				Equity Attributable to Owner	s of the Corporation	s of the Corporation
Capital Stock - Com	mon Stock Issued Capital $ 3,767,599 - - - - - - - - - - 3,767,599 - - - - - - - 20,222 - - - 20,222 $ 3,787,821	Capital Surplus $ 917,062 - - - - - 22,646 3,851 16,639 - 43,136 960,198 - - - - - 141,487 1,064 115,283 555 33,278 4,789 296,456 $ 1,256,654		Retained Earnings	Total $ 2,961,545 - (753,520 ) 1,204,892 (6,004) 1,198,888 - - - - 445,368 3,406,913 - (941,900 ) 1,316,444 (26,697) 1,289,747 - - - - - - 347,847 $ 3,754,760		Other Equities	Total Treasury Stock $ 186,300 $ (35,900 ) - - - - - - 292,500 - 292,500 - - - - - - - - - 292,500 - 478,800 (35,900 ) - - - - - - 28,304 - 28,304 - - - - - - - - 186 - - - - 28,304 186 $ 507,104 $ (35,714)
						Exchange Differences on G Translating A Foreign Operations F $ (46,744 ) - - - 91,499 91,499 - - - - 91,499 44,755 - - - 92,001 92,001 - - - - - - 92,001 $ 136,756	Unrealized ain (Loss) from vailable-for-sale inancial Assets $ 233,044 - - - 201,001 201,001 - - - - 201,001 434,045 - - - (63,697) (63,697) - - - - - - (63,697) $ 370,348
Shares (In Thousands) 376,760 - - - - - - - - - - 376,760 - - - - - - - 2,022 - - - 2,022 378,782			Legal Reserve $ 1,254,276 94,511 - - - - - - - - 94,511 1,348,787 120,489 - - - - - - - - - - 120,489 $ 1,469,276	Special Unappropriated Reserve Earnings $ 86,888 $ 1,620,381 - (94,511 ) - (753,520 ) - 1,204,892 - (6,004) - 1,198,888 - - - - - - - - - 350,857 86,888 1,971,238 - (120,489 ) - (941,900 ) - 1,316,444 - (26,697) - 1,289,747 - - - - - - - - - - - - - 227,358 $ 86,888 $ 2,198,596

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

23 -

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2014 AND 2013

(In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Consolidated net income before income tax Adjustments for: Depreciation Share of profits of associates and joint venture, net Impairment loss on nonderivative financial assets Dividend income Compensation cost of employee stock options Finance cost Exchange loss, net Interest income Allowance for bad debts Gain on disposal of available-for-sale financial assets, net Impairment loss on financial assets Amortization Gain on disposal and retirement of property, plant and equipment, net Gain on disposal of investment recognized under the equity method Net changes related to operating assets and liabilities Decrease (increase) in financial assets held for trading (Increase) decrease in notes receivable Increase in accounts receivable (Increase) decrease in construction contracts receivable (Increase) decrease in inventories Decrease (increase) in prepayments (Increase) decrease in other current assets Decrease in financial liabilities held for trading (Decrease) increase in notes payable Increase (decrease) in accounts payable Decrease in construction contracts payable Increase in other payables Increase (decrease) in receipts in advance Increase (decrease) in other current liabilities Decrease in accrued pension costs Cash generated from operations Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Payment to acquire available-for-sale financial assets Proceeds of the disposal of available-for-sale financial assets Payment to acquire property, plant and equipment Dividends received Proceeds of the disposal of investment in bonds with no market quotes	2014 $ 1,521,374 297,188 (82,578) 62,450 (34,325) 34,203 31,300 30,233 (24,192) 18,699 (17,325) 15,500 3,928 (2,852) - 38,398 (14,760) (271,946) (52,055) (253,889) 9,472 (30,267) (3,933) (14,797) 82,408 (9,358) 61,901 36,593 14,707 (3,533) 1,442,544 (214,887) 1,227,657 (2,351,975) 747,261 (97,019) 64,184 49,607	2013 $ 1,417,036 309,547 (51,095) 48,216 (23,790) 16,639 14,219 14,632 (23,335) 19,792 (83,079) 2,000 4,387 (21,286) (30) (1,780) 26,169 (186,795) 28,414 9,463 (6,550) 31,104 - 10,750 (495,650) (46,495) 162,307 (29,115) (5,323) (6,060) 1,134,292 (193,995) 940,297 (540,000) 854,695 (125,854) 43,720 - (Continued)

-24-

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2014 AND 2013

(In Thousands of New Taiwan Dollars)

Increase in prepayments for investments Payment to acquire financial assets carried at cost Interest received Increase in prepayments for equipment Proceeds of the disposal of property, plant and equipment Increase in refundable deposits Decrease in other noncurrent assets Net cash inflows from business combination Payment to acquire investment in bonds with no active market Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds of the issuance of convertible bonds payable Cash dividends (Decrease) increase in short-term borrowings Decrease in short-term bills payable Interest paid Repayment of long-term debts Proceeds of reissue of treasury shares Decrease in guarantee deposits Proceeds of the issue of long-term debts Increase in short-term bills payable Decrease in noncontrolling interests Net cash generated from financing activities EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS NET DECREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR CASH AND CASH EQUIVALENTS, END OF YEAR	2014 (33,000) (30,000) 26,080 (21,151) 18,731 (14,149) 6,428 - - (1,635,003) 1,994,680 (937,111) (374,416) (64,000) (26,186) (4,970) 741 (426) - - - 588,312 47,150 228,116 1,619,532 $ 1,847,648	2013 (2,767) - 21,553 (1,180,887) 82,455 (1,602) 18,142 68,219 (439,600) (1,201,926) - (749,669) 144,071 - (13,923) (3,288) - (490) 700,911 80,000 (11,602) 146,010 41,842 (73,777) 1,693,309 $ 1,619,532

The accompanying notes are an integral part of the consolidated financial statements. (Concluded)

-25-

ATTACHMENT 7

Chroma Ate Inc.

Profit Allocation Proposal

For Year ended December 31, 2014

		Unit: NT$
Undistributed Earnings of Previous Year Less: Reversal of Special Reserve Plus: Net Income 2014 Less: 10% Legal Reserve Earnings in 2014 Available for Distribution Distribution Item: Cash Dividends to Common Share Holders (NT$2.6 per Share) Unappropriated Retained Earnings		$ 908,848,373 (26,697,291) 1,316,444,157 131,644,416 2,066,950,823 987,433,340 1,079,517,483

Note:

Employees’ bonus of NTD 195,000,000; Directors’ Supervisors’ Remuneration of NTD 8,000,000.
Net Income of 2014 shall be preferred in the profit distribution.
Each common shareholder will be entitled to receive the cash dividends in dollar amount. The fractional parts would be allotted to shareholders based on shareholders’ number in order.

-26-

ATTACHMENT 8

Comparison Table for the “Amendments to Articles of Incorporation”

Article	After Revision	Before Revision	Explanation
2	The Company is engaged in the following business: … 26. F213060 Telecommunication equipment retail business. 27. H701040 Specialized field construction	The Company is engaged in the following business: … 26. F213060 Telecommunication equipment retail business. 27. All businesses that are not prohibited or restricted by laws and regulations other than those requiring special permits.	Added business items.
	and development. 28. H701060 New county and community construction and investment. 29. H701010 Residence and buildings lease
	construction and development. 30. H701020 Industrial factory buildings lease construction and development. 31. H702010 Construction management. 32. H703090 Real estate commerce. 33. H703100 Real estate rental and leasing. 34.All businesses that are not prohibited or restricted by laws and regulations other than those requiring special permits.
5	The head office of the Company shall be in Tao Yuan City,Taiwan. Pursuant to the resolutions adopted by the Board of Directors, the Company may, if necessary, set up branches or factories within and outside the R.O.C.	The head office of the Company shall be in Tao Yuan, Taiwan. Pursuant to the resolutions adopted by the Board of Directors, the Company may, if necessary, set up branches or factories within and outside the R.O.C.	Tao Yuan was reorganized as a special municipality named Tao Yuan City from county status on 25 December 2014.
20	The Company shall have 5 directors, 2 supervisors. The term of their service is three years. During the shareholders meeting, directors will be elected in accordance with the method ofcumulative votingspecified in Article 198 of the Company Law. The directors have three-year tenure of office and are eligible for reelection after the expiry of their term. When a juristic person shareholder is elected as the Director, the juristic person shareholder may appoint its representatives as the Director. When a juristic person shareholder have numbers of representatives, the juristic person shareholder may appoint the representatives alternativelyanytime	The Company shall have 5 directors, 2 supervisors. The term of their service is three years. During the shareholders meeting, directors will be elected in accordance with the methods specified in Article 198 of the Company Law. The directors have three-year tenure of office and are eligible for reelection after the expiry of their term. When a juristic person shareholder is elected as the Director, the juristic person shareholder may appoint its representatives as the Director. When a juristic person shareholder have numbers of representatives, the juristic person shareholder may appoint the representatives alternatively anytime duringthe term of office.	Directors and supervisors election system changed.

-27-

	during the term of office. To conform to the Company Law and Securities and Exchange Act, the Company	When the posts of one-third or more of the directors have been vacated or all of the supervisors have been discharged, a special meeting of shareholders shall be convened to elect directors or supervisors to fill the vacancies within sixty (60) days. The term of office of the new directors shall be the same as the original director(s)’ term(s). The Company could purchase liability insurance for Directors, Supervisors and management in accordance with business requirement.
	shall have, among the aforementioned directors, at least one to two independent
	directors. The directors (including independent directors) and supervisors shall be elected from among the nominees
	listed in the roster of director and supervisors candidates pursuant to the candidates’nomination system. Compliance matters with respect to independent directors shall be subject to the regulations prescribed by the Company Law and the securities authority.
	When the posts of one-third or more of the directors have been vacated or all of the supervisors have been discharged, a special meeting of shareholders shall be convened to elect directors or supervisors to fill the vacancies within sixty (60) days. The term of office of the new directors shall be the same as the original director(s)’ term(s). The Company could purchase liability insurance for Directors, Supervisors and management in accordance with business requirement.
20-1	Deleted.	To conform to the Securities and Exchange Act, the Company shall have, among the aforementioned directors, at least one to two independent directors. The independent directors shall be elected from among the nominees listed in the roster of independent director candidates pursuant to the candidates’ nomination system in Article 192-1 of the Company law.
36	These Articles of Incorporation were enacted on …. The 27thamendment is made on May 22, 2009. The 28th amendment is made on June 9, 2011. The 29thamendment is made on 6 June, 2012. The 30thamendment is made on 10 June, 2015.	These Articles of Incorporation were enacted on …. The 27thamendment is made on May 22, 2009. The 28th amendment is made on June 9, 2011. The 29thamendment is made on 6 June, 2012.	Addition of the revision date.

-28-

ATTACHMENT 9

Comparison Table for the “Procedures for Lending of Capital to Other Parties”

After Revision	Before Revision	Explanation
Article 3: Limits on Loan The aggregate amount of loans provided by the Company shall not exceed 40% of the net worth of the Company as shown in the latest financial report audited or reviewed by the CPA. 1. Funds lent to companies that have business relationship with the Company shall not exceed 20% of the net worth of the Company’s net value. The amount of any individual loan hereunder shall not exceed the total amount involved in the business transactions between both parties in the most recent year. (The amount involved in the business transactions refers to the amount represented by orders, sales or transactions contemplated by the parties, whichever is the highest) and also shall not exceed 10% of the net worth of the Company’s net value. 2. Funds lent to companies having short-term capital needs with The company shall not exceed 20% of the net worth of the Company’s net value. The amount of any individual loan hereunder shall not exceed 10% of the net worth of the Company’s net value. For the short-term capital needs among the offshore companies which are 100% owned directly and indirectly by the Company, the total lending amount and the lending amount for any individual entityshall not exceed 70% of the net value of the lending subsidiary.	Article 3: Limits on Loan The aggregate amount of loans provided by the Company shall not exceed 40% of the net worth of the Company as shown in the latest financial report audited or reviewed by the CPA. 1. Funds lent to companies that have business relationship with the Company shall not exceed 20% of the net worth of the Company’s net value. The amount of any individual loan hereunder shall not exceed the total amount involved in the business transactions between both parties in the most recent year. (The amount involved in the business transactions refers to the amount represented by orders, sales or transactions contemplated by the parties, whichever is the highest) and also shall not exceed 10% of the net worth of the Company’s net value. 2. Funds lent to companies having short-term capital needs with The company shall not exceed 20% of the net worth of the Company’s net value. The amount of any individual loan hereunder shall not exceed 10% of the net worth of the Company’s net value. For the short-term capital needs among the offshore companies which are 100% owned directly and indirectly by the Company, the total lending amount shall be subject to the limit of 40% of the net value of the lending subsidiary, and the lending amount for any individual entity shall not exceed 20% of the net value of the lendingsubsidiary.	Business needed.
Article 13: Other Matters 1stamendment approved by General Shareholder’s Meeting held on 15 May, 2003. 2ndamendment approved by General Shareholder’s Meeting held on 22 May, 2009. 3rdamendment approved by General Shareholder’s Meeting held on 26 may, 2010. 4thamendment approved by General Shareholder’s Meeting held on 10 June, 2013. 5thamendment approved by General Shareholder’s Meeting held on 10 June, 2015.	Article 13: Other Matters 1stamendment approved by General Shareholder’s Meeting held on 15 May, 2003. 2ndamendment approved by General Shareholder’s Meeting held on 22 May, 2009. 3rdamendment approved by General Shareholder’s Meeting held on 26 may, 2010. 4thamendment approved by General Shareholder’s Meeting held on 10 June, 2013.	The shareholders’ meeting date shall be the date of these amendments.

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APPENDIX 1

Amended 6 June, 2012

Chroma Ate Inc. Articles of Incorporation

Chapter One General Provisions

Article 1

The Corporation shall be incorporated, as a company limited by shares, under the Company Law of the Republic of China, and its name shall be Chroma Ate Inc.

Article 2

The scope of business of the Corporation shall be as follow:

CC01110 Computers and computing peripheral equipments manufacturing.
F113050 Wholesale of computing and business machinery equipment.
F213030 Retail sale of computing and business machinery equipment.
E605010 Computing equipment installation construction.
CC01080 Electronic parts and components manufacturing.
F119010 Wholesale of electronic materials.
F219010 Retail sale of electronic materials.
JA02010 Household electrical appliances repair shops.
CC01120 Data storage media manufacturing and duplicating.
F118010 Wholesale of computer software.
F218010 Retail sale of computer software.
I301010 Software design services.
CE01010 Precision instruments manufacturing.
F113030 Wholesale of precision instruments.
F213040 Retail sale of precision instruments.
EZ05010 Apparatus installation construction.
CC01060 Wired communication equipment and apparatus manufacturing.
CC01070 Telecommunication equipment and apparatus manufacturing.
CC01101 Restrained telecom radio frequency equipments and materials manufacturing.
F401021 Restrained telecom radio frequency equipments and materials import.
F401010 International trade.
CB01010 Machinery and equipment manufacturing.
CE01030 Photographic and optical equipment manufacturing.
CF01011 Medical materials and equipment manufacturing.
F113070 Wholesale of telecom instruments.
F213060 Retail sale of telecom instruments.
ZZ99999 All businesses that are not prohibited or restricted by laws and regulations other than those requiring special permits.

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Article 3

Where the Corporation is required to render guarantee (including endorsement) to a third party

Article 4

When the Corporation invests in other companies as a shareholder, it shall not be subject to the restriction of the Company Law which provides that the total amount of such investment shall not exceed forty percent (40%) of the amount of this Corporation’s paid-in capital. Any such investment by this Corporation shall be made in accordance with a resolution adopted by the Board of Directors.

Article 5

The head office of the Company shall be in Tao Yuan, Taiwan. Pursuant to the resolutions adopted by the Board of Directors, the Company may, if necessary, set up branches or factories within and outside the R.O.C.

Article 6

Any public announcement by this Corporation shall be made in accordance with the Company Law.

Chapter Two Capital Stock

Article 7

The total authorized capital stock of the Corporation is Five Billion New Taiwan Dollars (NT$5,000,000,000), divided into Five Hundred Million (500,000,000) shares with a par value of Ten New Taiwan Dollars (NT$10). The Board of Directors is authorized to issue the un-issued shares in installments, of which Three Hundred Million New Taiwan Dollars (NT$300,000,000), divided into Thirty Million (30,000,000) shares with a par value of Ten New Taiwan Dollars (NT$10) are reserved for issuance of employee stock option. The Board of Directors is authorized to issue the unissued shares at a premium in installments.

Article 7-1

Where the exercise price of the employee stock options is set to be lower than the closing price of the Corporation’s common shares on the date that the options are issued, the Corporation may need over two-thirds of the votes in the shareholders’ meeting attended by over 50% of shares represented by the shareholders present at the meeting.

Where the exercise price of the employee stock options is set to be lower than the average buyback price of common shares, the Corporation may transfer the buy-back common shares to the employees, by over two-thirds of the votes in the shareholders’ meeting attended by over 50% of shares presented by the shareholders present at the meeting.

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Article 8

All share certificates of this Corporation shall be issued in registered form after being signed by and affixed with the seals of at least three directors.

Where the representative of juristic person shareholder shall record its name and address in the shareholders’ roster. If the representative is more than two persons, shall be only one person as major representative.

The Corporation may issue registered stock by combine and print multiple shares in one share certificate and placed under the custody of custodian.

The Corporation may issue registered stock without printing share certificates. Any shares shall be recorded by a centralized securities custodian, not applicable to aforementioned two articles.

Article 9

The shareholder shall provide a seal specimen card and submit it to the Corporation for record. Claims for collection of share dividend, bonus for exercise of shareholder’s right must be verified truthful with the imprint of the seal shown in the specimen card.

Article 10

All transfer of stocks and pledge of rights, the shareholder shall fill in the application form signed and sealed by the transferor and transferee, pledgor and pledgee, and apply to the Corporation for alternation of the entries in the shareholders’ roster. Inheritance and Gift needs supporting documents.

Article 11

The Corporation shall charge for administrative fees for the reissue of share certificates due to loss and worn of the original share certificates or for other reasons.

Article 12

Registration of share transfers shall be suspended for sixty (60) days prior to any ordinary meeting of shareholders, thirty (30) days prior to any extraordinary meeting of shareholders, and five (5) days prior to any ate on which dividends, and bonuses or any other benefits are scheduled to be distributed by this Corporation.

Article 13

All matters regarding this Corporation’s shares shall be conducted in accordance with the Company Law and relevant laws and regulations.

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Chapter Three Shareholders Meetings

Article 14

Shareholders meetings may be ordinary meetings or extraordinary meetings. Ordinary meetings shall be convened annually by the Board of Directors within six months after the end of each fiscal year, and extraordinary meetings may be convened when necessary in accordance with applicable laws.

Article 15

The Chairman of the Board of Directors shall preside at each meeting of shareholders. In the event the Chairman of the Board of Directors is absent, he shall designate one director to act on his behalf. In the absence of such a designation, the directors shall elect a director from among themselves to preside at the meeting.

If the shareholders’ meeting is called by any convener other than the board of directors, the chairperson shall be assumed by the convener. If there are more than two conveners, the chairperson shall be elected out of the conveners.

Article 16

If a shareholder is unable to attend a meeting, he / she may appoint a representative to attend it, and to exercise, on his / her behalf, all rights at the meeting, in accordance with Article 177 of the Company law.

Article 17

A shareholder shall be entitled to one vote for each share held by him / her; except those shares for which the voting rights are restricted or excluded as stipulated in Article 179 Item 2 of the Company Law.

Article 18

Unless otherwise provided for in the Company Law, any resolution at a shareholders’ meeting shall be adopted if voted in favor by the majority of votes at a shareholders’ meeting at which shareholders of more than one-half of the total issued and outstanding shares are present.

Article 19

The resolution adopted by the shareholders meeting shall be recorded in writing; the meeting minutes must be signed by or imprinted with the seal of the chairperson and distributed to shareholders within twenty (20) days after the meetings. The minutes of shareholders’ meeting shall record the date and place of the meeting, the name of the chairman, the method of adopting resolutions, and a summary of the essential points of the proceedings and results of the meetings. The minutes shall be kept persistently throughout the life of the Corporation.

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The attendance list bearing the signatures of shareholders present at the meeting and the powers of attorney of the proxies shall be kept by the Corporation for the minimum period of at least one year.

Chapter 4 Directors and Supervisors

Article 20

The Company shall have 5 directors, 2 supervisors. The term of their service is three years. During the shareholders meeting, directors will be elected in accordance with the methods specified in Article 198 of the Company Law. The directors have three-year tenure of office and are eligible for reelection after the expiry of their term.

When a juristic person shareholder is elected as the Director, the juristic person shareholder may appoint its representatives as the Director. When a juristic person shareholder have numbers of representatives, the juristic person shareholder may appoint the representatives alternatively anytime during the term of office.

When the posts of one-third or more of the directors have been vacated or all of the supervisors have been discharged, a special meeting of shareholders shall be convened to elect directors or supervisors to fill the vacancies within sixty (60) days. The term of office of the new directors shall be the same as the original director(s)’ term(s).

The Company could purchase liability insurance for Directors, Supervisors and management in accordance with business requirement.

Article 20-1

To conform to the Securities and Exchange Act, the Company shall have, among the aforementioned directors, at least one to two independent directors. The independent directors shall be elected from among the nominees listed in the roster of independent director candidates pursuant to the candidates’ nomination system in Article 192-1 of the Company law.

Article 21

The Board of Directors shall be organized by the directors. The Chairman of the Board of Directors shall be elected by a majority of the directors present at a meeting attended by two-thirds of the directors. The Chairman of the Board of Directors shall be the authorized representative of this Corporation. If necessary, Chairman may appoint numbers of consultant as resolute by the Board of Directors.

Article 22

Except for the first meeting of each term of the Board which shall be convened by the Director who received a ballot representing the largest number of votes at the election of Directors, Board meetings shall be convened by the Chairman, who shall also be the chairman of the meeting. The agenda of the Board of Directors meeting shall be arranged in advance and send to all directors

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and supervisors before seven (7) days with detailed information of meeting’s date, venue and agenda.

The Board meeting may be convened at any time, without such prescribed notice in case of regent circumstances.

Notifications for the meetings of the Board of Directors may be communicated through written notice, fax and electronic mails.

Article 23

Unless provided in the Company Law or the Corporation’s Articles of Incorporation, all resolutions of the Board shall be passed by over 50% of the Directors present at the Board meetings attended by at least 50% of all the Directors.

Article 24

In case the Chairman of the Board of Directors is on leave or cannot exercise his powers, he may designate in accordance with Article 208 of the Company Law.

Article 25

Directors shall attend the Board meeting in person. A director who is unable to attend the Board meeting may designate only a proxy among the other directors. In case a director appoints another director to attend a meeting of the Board of Directors in his / her behalf, in each time, issue a written proxy and state therein the scope of authority with reference to the subjects to be discussed at the meeting. A director may accept the appointment to act as the proxy referred to in the preceding paragraph of one director only.

Article 26

The duties of the Board of Directors are as follows:

Approve business plan.
Propose profit allocation plan.
Propose for increase / decrease of capital.
Formulate and amend the Articles of Incorporation.
Deliberate and approve important contracts.
Approve the appointment, dismissal of and remuneration payable to the Managerial Officers.
Branch office set up or dissolves.
Approve proposed budget and closing accounting.
Approve the merchandise of real estate or investment of other companies.
Other matters required by the laws and regulations and authorized by the Board of Directors meeting.

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Article 27

The supervisors may, other than exercising the supervisory powers, attend the Board of Directors meeting to speak up opinions but shall have no voting power there.

Article 28

The duties of the supervisors are as follows:

Audit the Corporation’s business operation and financial standing.
Audit books and documents.
Oversee employees in their performance of duties or potential fraudulent practice.
Supervise budget and closing accounting.
Propose profit allocation plan.
Other authorized terms required by the laws and regulations.

Article 29

The remuneration to the directors and supervisors shall be determined by the Board of Directors in consideration of the directors’ and supervisors’’ participation in and devotion to the operation of the Corporation as well as reference to the common practical standards, no matters the Corporation’s profits or losses. If the Corporation has earnings, the remuneration will be paid in accordance with Article 34 of the Corporation’s Articles of Incorporation.

Chapter 5 Managerial Officers

Article 30

The Corporation has one President and several Vice Presidents. The President shall be nominated by the Chairman; and his appointment shall be approved by more than 50% of the Directors. The Vice President shall be nominated by the President; and their appointment shall be approved by Chairman of the Directors and report to Board of Directors.

Article 31

The President is authorized by the Board of Directors to execute the Corporation business in accordance with this Articles of Incorporation and excluded from managerial officers defined in the Article 26 Item 6.

Chapter 6 Accounting

Article 32

The fiscal year of the Corporation shall begin on 1 January and end on 31 December of each. Upon closing of each fiscal year, the Board of Directors shall prepare the following statements and reports and shall submit the same to the supervisors for inspection no later than thirty (30) days prior to the meeting date of the general shareholders meeting for ratification:

Report of operations.
Financial statements.

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3. Proposal for distributing earnings or covering losses.

Article 33

The allocation of net profits will be distributed after taking into consideration of the Corporation’s business environment and growth phase as well as the profitability, capital expenditures and future development’s capital need. Such distribution may be made in ways and amount of payout. The Corporation is situated in a growth phase, in concerning the cash needs for future development, the distributable earnings as of that year should no less than 20% of the total distributed dividends shall be in the form of cash.

Article 34

The Corporation shall allocate the earnings for each fiscal year in the order of paying tax, making up losses for preceding years, a legal reserve at 10% of the earnings unless the accumulated amount of the legal reserve has reached the total authorized capital of the Corporation, setting aside for operation or reversing a special reserve according to relevant regulations when necessary. The balance after the above mentioned payments are made, together with the undistributed earnings as of the beginning of that fiscal year, shall be allocated pursuant to resolution of the shareholders’ meeting in the following order for that fiscal year:

The remuneration for directors and supervisors.
Employee bonuses 5 to 20%.
The shareholders’ dividend.

The above mentioned payments shall be proposed by the Board meeting and allocated pursuant to resolution of the shareholders’ meeting. The Corporation adopts a dividend distribution policy whereby only surplus profits of the Corporation shall be distributed to shareholders.

Where the Corporation incurs no loss, it may, pursuant to a resolution to be an adopted by a shareholders’ meeting as required in the preceding Article, distribute its legal reserve and the following capital reserve, in whole or in part. The legal reserve can be distributed by issuing new shares or by cash, for only the portion of legal reserve which exceeds 25% of the paid-in capital may be distributed.

Chapter 7 Supplementary Articles

Article 35

Any matters not provided for in these Articles of Incorporation shall be governed by the Company law.

Article 36

The Articles of Incorporation were made on 23 October, 1984.

The first amendment was made on 15 November, 1986. The second amendment was made on 16 May, 1987.

The third amendment was made on 3 October, 1988.

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The fourth amendment was made on 20 September, 1989. The fifth amendment was made on 14 May, 1990. The sixth amendment was made on 8 November, 1990. The seventh amendment was made on 30 April, 1991. The eighth amendment was made on 20 June, 1991. The ninth amendment was made on 28 December, 1991. The tenth amendment was made on 25 June, 1993. The eleventh amendment was made on 10 September, 1993. The twelfth amendment was made on 7 April, 1994. The thirteenth amendment was made on 21 July, 1995. The fourteenth amendment was made on 25 March, 1996. The fifteenth amendment was made on 11 October, 1996 The sixteenth amendment was made on 24 May, 1997. The seventeenth amendment was made on 28 April, 1998. The eighteenth amendment was made on 13 May, 1999. The nineteenth amendment was made on 10 May, 2000. The twentieth amendment was made on 30 May, 2001. The twentieth-first amendment was made on 21 May, 2002. The twentieth-second amendment was made on 15 May, 2003. The twentieth-third amendment was made on 18 May, 2005. The twentieth-four amendment was made on 16 May, 2006. The twentieth-five amendment was made on 30 May, 2007. The twentieth-six amendment was made on 13 June, 2008. The twentieth-seven amendment was made on 22 May, 2009. The twentieth-eight amendment was made on 9 June, 2011. The twentieth-nine amendment was made on 6 June 2012.

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APPENDIX 2

Chroma Ate Inc.

Procedures for Lending of Capital to Other Parties

Amended 10 June, 2013

Article 1 General

These directions are promulgated under Article 15 of the Company Law of “the capital of the Company shall not be lent to any shareholder of the Company or any other person”. Any other matters not set forth in the procedures shall be dealt with in accordance with the applicable laws, rules and regulations.

Article 2 Recipients

Unless otherwise under any of the following circumstances, the capital of the Company shall not lent to any shareholder of the Company or any other person:

Companies having business relationship with the Company.
Companies in need of funds for a short-term period. For the purpose of this procedure,
“short-term period” shall mean the period of one (1) year.

Fund-lending to companies having business relationship with the Company shall be limited to the circumstance that the said companies need working capital.

Fund-lending to companies which need funds for a short-term period shall be limited to

subsidiaries in which the Company directly or indirectly holds more than fifty percent (50%) of the voting shares.

Article 3 Limits on Loan

The aggregate amount of loans provided by the Company shall not exceed 40% of the net worth of the Company as shown in the latest financial report audited or reviewed by the CPA.

Funds lent to companies that have business relationship with the Company shall not exceed 20% of the net worth of the Company’s net value.
The amount of any individual loan hereunder shall not exceed the total amount involved in the business transactions between both parties in the most recent year. (The amount involved in the business transactions refers to the amount represented by orders, sales or transactions contemplated by the parties, whichever is the highest) and also shall not exceed 10% of the net worth of the Company’s net value.
Funds lent to companies having short-term capital needs with The company shall not exceed 20% of the net worth of the Company’s net value. The amount of any individual loan hereunder shall not exceed 10% of the net worth of the Company’s net value.
For the short-term capital needs among the offshore companies which are 100% owned directly and indirectly by the Company, the total lending amount shall be subject to the limit of 40% of the net value of the lending subsidiary, and the lending amount for any individual entity shall not exceed 20% of the net value of the lending subsidiary.

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Article 4 Loan Term and Interest Calculation

In general, the term of the loan shall be limited to one year. The date of repayment shall be determined. For companies that have business relationship with the Company, the term of loans can be extended after the resolution of Board of Directors approval.
The interest rate shall be determined by counterparties, but in no event shall it be lower than the Company’s highest short-term bank borrowing rate at the time of lending. The interest shall be calculated on a monthly basis.

Article 5 Procedures for Fund Lending

Any borrower, when applying for a loan from the Company, shall submit an application describing in detail the loan amount requested, term and purpose together with certain basic information and financial data.
Funds lent to companies that have business relationship, the Finance Department of the Company, base on the aforesaid information, shall then evaluate the necessity and rationality of the loan application. For short-term capital needs, shall list the details of loan’s purpose.
The finance department shall evaluate the necessity of the loan application based on the borrower’s financial status, profitability, credibility as well as the impact towards the Company’s operating risk, financial position and shareholders’ equity. The assessment report shall included a proposal of loan interest and term and submit to the resolution of Board meeting after President and Chairman’s approval.
The Company lending of capital to other parties, it shall consider the dissenting opinions from all directors fully and list the consenting and objecting opinions and their reasons in the meeting minutes of the Board of Directors.
Except for subsidiaries in which the Company directly or indirectly holds, any other borrower shall provide a promissory note, collateral and / or other guarantee as requested by the Company in an amount equivalent to that of the loan. If any collateral is provided, legal procedures for mortgage and evaluation must be fulfilled to protect the Company’s interest.
After the resolution of the Board of Directors, the persons-in-charge for funding procedures shall structure a written agreement, the written agreement shall be the same as loan conditions and sign by lender and borrower. The content of the agreement shall be sent for verification conducted by the competent authorities and relevant personnel.

Article 6 Repayment

After a loan is extended, the Company shall periodically evaluate the financial and operation status and credit of the borrower. In cases involving collateral, the Company shall pay attention to its guarantee value and any change thereto. Notification shall be sent to the borrower to payback the principal and interest one (1) month before the end of the term.

When the borrower repays its borrowed amount on or before the due date, the relevant guarantee notes shall not be released or relevant liens shall not be cancelled until the borrower has repaid the full amount of principal together with interests accrued.

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The borrower shall repay the entire principal, before lender agrees to precede the cancellation of collateral registration.

Article 7

The one (1) year term of loans do not apply to the Company to any overseas subsidiary, over which the Company owns directly or indirectly 100% voting shares. The term of loans can be extended after the resolution of Board of Directors approval.

Article 8 Procedures for Control and Management of Loans

The Company shall prepare a registry containing the basic information of the Borrower, amount, the date for Board of Directors’ approval, the date of lending and items in accordance to this Procedure.
After providing of loans, the persons-in-charge shall include the written agreement, promissory note, collateral documents, insurance, and transaction documents in a depositary bag. The bag shall label the contents and borrower and send to Finance Department Officer for examination. The bag will be stored after examination and sign or stamp on the registry.

Article 9 Additional Guidelines of Lending Funds to Others

Before lending funds, the Company shall carefully evaluate whether such lending is in compliance with the Operating Procedures and submit the evaluation results to the Board of Directors for resolution, and shall not authorize any other person to make the decision of lending of funds.
Loans between the Company and subsidiaries or between different subsidiaries of the Company shall be decided by a resolution of the Board of Directors and authorization may also be given to the chairman, within a certain capital limit resolved by the Board of Directors, for a specific borrowing counterparty and with a period not to exceed on year, to give loans in installments or to make a revolving credit line available for the counterparty to draw down. Unless as provided by section 2 of Article 3 hereof, the “Capital limit” referred in the previous section provided by the Company or its subsidiaries for any single enterprise shall not exceed ten percent (10%) of the net value of the Company based on its latest financial statements.
The Company’s internal auditor shall audit the procedures for lending of funds to others and the implementation thereof no less frequently than each quarter and prepare written audit report accordingly. If there is any material violation of the operating procedures, the auditors shall promptly notify the supervisors of the Company in writing.
Where the recipients of the fund lending are not in compliance with the Procedures or the amount of funds lent exceeds the limit as set forth in the Procedures as a result of changes of condition, the auditors shall urge the Finance Department to withdraw the excess amount within a specified period and submit a corrective plan to the supervisors of the Company and rectify as scheduled under the corrective plans.

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Article 10 Procedures for Controlling Fund Lending Made by Subsidiaries

For a Subsidiary that wishes to lend funds to others, the Subsidiary shall stipulate its operating procedures in accordance with this Procedure for Lending of Capital to Others Act accordingly. But “net worth” in the Procedures means the equity attributable to owner of the subsidiary in the balance sheet.
The Subsidiary shall report the balance of loaned funds to the Company in the preceding month, before the 10[th] day of the month.
The internal auditors of the Subsidiary shall include the operating specifics of the lending funds to be audited quarterly. If there is any material violation, the written notification shall promptly send to the Company’s internal auditor and the Company internal auditor shall promptly notify in written document to all supervisors.
4.The internal auditors of the Company in proceeding of annual audit of the Subsidiary, shall include the operation specifics of the lending funds and review the Subsidiary’s audit report. If there is any material violation, the follow-up reports shall report to President (or Chairman) depending on reporting structure.

Article 11 Disclosure

The Company shall report the balance of loaned funds by the Company and its subsidiaries in the preceding month, before the 10[th] day of the month.
If the loan meets any of the following circumstances, it shall be reported within two days upon occurrence of the fact on MOPS:
(a) The balance of the loaned funds by the Company and its subsidiaries exceeds 20% of the net value of the Company, as specified in its latest financial statement.
(b) The balance of funds lent to any single entity by the Company and its subsidiaries exceeds 10% of the net worth of the Company, as specified in its latest financial statement.
(c) The increase of new loans by the Company or its subsidiaries reached NTD 10 million or more, or is more than 2% of the net worth of the Company, as specified in its latest financial statement.
The Company shall announce and report on behalf of any of its subsidiaries that are not a domestic public company any matters that such subsidiary is required to announce and report pursuant to Section 2 (c) above.
The Company shall evaluate the status of loans of funds, and shall set aside sufficient allowance for bad debts. It shall also adequately disclose relevant information in its financial reports and provide the certifying CPAs with relevant materials for the performance of necessary audit procedures.

Article 12 Penalty

In accordance with the Company’s personnel management regulations and employee handbook, managers and persons-in-charge who violate these procedures shall be punished based on the severity of violation.

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Article 13 Other Matters

These procedures and their amendments shall be approved by the Board of Directors, and then sent to all supervisors and proposed at the shareholders’ meeting for approval. If any director expresses objection on the record or in a written statement, the Company shall submit the objection to the supervisors and the shareholders’ meeting for discussion. Same as amendments. The Company has established independent directors, it shall consider the dissenting opinions from all independent directors fully and list the consenting and objecting opinions and their reasons in the meeting minutes of the Board of Directors.

1[st] amendment approved by General Shareholder’s Meeting held on 15 May, 2003.
2[nd] amendment approved by General Shareholder’s Meeting held on 22 May, 2009.
3[rd] amendment approved by General Shareholder’s Meeting held on 26 may, 2010.
4[th] amendment approved by General Shareholder’s Meeting held on 10 June, 2013.

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APPENDIX 3

Rules and Procedures of Shareholders’ meeting

Shareholders’ Meeting of the Company (the “Meeting”) shall be conducted in accordance with these Rules and Procedures.
The term “shareholders” as set forth herein denotes the shareholders themselves and the proxies authorized by shareholders.
Shareholders attending the Meeting shall submit the attendance card for the purpose of signing in.
The number of shares represented by shareholders attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders.
The meeting shall be held at the head office of the Company or at any other appropriate place that is convenient for the shareholders to attend. The time to start the Meeting shall not be earlier than 9:00am or later than 3:00pm.
The Chairman of the Board of Directors shall be the chairman presiding at the meeting in the case that the meeting is convened by the Board of Directors. If, for any reason, the Chairman of the Board of Directors cannot preside at the meeting the Vice Chairman of the Board of Directors or one of the Directors shall preside at the Meeting. Where no such designee is designated, the Directors shall be elected out of the directors.
If the Meeting is convened by any other person entitled to convene the Meeting, such person shall be the chairman to preside at the Meeting. If there are more than two conveners, the Chairman shall be elected from the conveners.
The company may appoint designated counsel, CPA or other related persons to attend the meeting. Persons handling affairs of the Meeting shall wear identification cards or badges.
The process of the Meeting shall be tape-recorded or videotaped and these tapes shall be preserved for at least one year.
Chairman shall call the meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the chairman may postpone the time for the Meeting. The postponements shall be limited to two times at the most and Meeting shall not be postponed for longer than one hour in the aggregate. If after two postponements no quorum can yet be constituted but the shareholders present at the Meeting represent more than one-third of the total outstanding shares, tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Law of the Republic of China. The aforesaid tentative resolutions shall be executed in accordance with relevant provisions of the Company Law.
If during the process of the Meeting the number of outstanding shares represented by the shareholders present becomes sufficient to constitute the quorum, the chairman may submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of the

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Company Law of the Republic of China.

The agenda of the Meeting shall be set by the Board of Directors if the Meeting is convened by the Board of Directors. Unless otherwise resolved at the Meeting, the Meeting shall proceed in accordance with the agenda.

The above provision set forth in the preceding paragraph shall apply to cases where the Meeting is convened by any person, other than the Board of Directors, entitled to convene such Meeting.

Unless otherwise resolved at the Meeting, the chairman cannot announce adjournment of the Meeting before all the discussion items (including special motions) listed in the agenda are resolved.

In the case that Chairman adjourns the Meeting in violation of these Rules and Procedures, the shareholders may designate, by a majority of votes represented by shareholders attending the Meeting, one person as chairman to continue the Meeting.

The shareholders cannot designate any other person as chairman and continue the Meeting in the same or other place after the Meeting is adjourned.

When a shareholder present at the Meeting wishes to speak, a Speech Note should be filled out with summary of the speech, the shareholder’s number (or the number of Attendance Card) and the name of the shareholder. The sequence of speeches by shareholders should be decided by the chairman.

If any shareholder present at the Meeting submits a Speech Note but does not speak, no speech should be deemed to have been made by such shareholder. In case the contents of the speech of a shareholder are inconsistent with the contents of the Speech Note, the contents of actual speech shall prevail.

Unless otherwise permitted by the chairman and the shareholder in speaking, no shareholder shall interrupt the speeches of the other shareholders, otherwise the chairman shall stop such interruption.

Unless otherwise permitted by the chairman, each shareholder shall not, for each discussion item, speak more than two times (each time not exceeding 5 minutes). In case the speech of any shareholder violates the above provision or exceeds the scope of the discussion item, the chairman may stop the speech of such shareholder.

Any legal entity designated as proxy by a shareholder(s) to be present at the Meeting may appoint only one representative to attend the Meeting.

If a corporate shareholder designates two or more representatives to attend the Meeting, only one representative can speak for each discussion item.

After the speech of a shareholder, the chairman may respond himself / herself or appoint an appropriate person to respond.

The chairman may announce to end the discussion of any resolution and go into voting if the Chairman deems it appropriate.

The person(s) to check and the person(s) to record the ballots during a vote by casting ballots shall be appointed by the chairman. The person(s) checking the ballots shall be a shareholder(s).

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The result of voting shall be announced at the Meeting and placed on record.

The chairman may announce a break as appropriate during the proceedings of a shareholders’ meeting.

Except otherwise specified in the Company Law of the Republic of China or the Articles of Incorporation of the Company, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the meeting. The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the chairman.

If there is amendment to or substitute for a discussion item, the chairman shall decide the sequence of voting for such discussion item, the amendment or the substitute. If any one of them has been adopted, the others shall be deemed vetoed and no further voting is necessary.

The chairman may conduct the disciplinary officers or the security guard to assist in keeping order of the Meeting place. Such disciplinary officers or security guards, shall wear badges marked “Disciplinary Officers” for identification purpose.
Any matters insufficiently provided for herein shall be subject to the Company Law, Articles of Incorporation and other laws and regulations concerned.
These Rules and Procedures shall be effective from the date it is approved by the Shareholders’ Meeting. The same applies in case of revision.

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APPENDIX 4

Shareholding of Directors and Supervisors

Title	Name	Date Elected	Shareholding when Elected	Shareholding when Elected	Current Shareholding	Current Shareholding
			Shares	%	Shares	%
Chairman	Leo Huang	2014.6.11	23,419,897	6.22%	23,419,897	6.18%
Independent Director	Quincy Lin	2014.6.11	0	0	0	0
Independent Director	Tsung-Ming Chung	2014.6.11	0	0	0	0
Director	Fer Mo Investment Co., Ltd. Representative`：`Chung-Ju Chang	2014.6.11	1,250,505	0.33%	1,250,505	0.33%
Director	Chroma Investment Co., Ltd. Representative`：`I-Shih Tseng	2014.6.11	1,925,579	0.51%	1,915,579	0.51%
Supervisor	Chi-Jen Chou	2014.6.11	0	0	0	0
Supervisor	Case Investment Co., Ltd. Representative`：`Tsun-I, Wang	2014.6.11	3,380,922	0.90%	3,340,922	0.88%

Note:

Total issued shares: 378,786,220 shares on April 12, 2015.
The minimum required combined shareholding of all directors by law: 15,151,448 shares. The combined shareholding of all directors on the book closure date: 26,585,981 shares.
The minimum required combined shareholding of all supervisors by law:1,515,144 shares. The combined shareholding of all supervisors on the book closure date: 3,340,922 shares.
The shares held by all directors and supervisors meet the minimum required combined shareholding.

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AI assistant

CHROMA — AGM Information 2015

52029_rns_2015-06-16_f6421dd3-b4f8-4833-908c-d4667929d032.pdf

CHROMA ATE INC.

2015 Annual General Shareholders’ Meeting Meeting Agenda (Translation)

CHROMA ATE INC.

Meeting Agenda for the 2015 Annual General Shareholders’ meeting

Table of Contents

Attachments

Appendix

CHROMA ATE INC.

CHROMA ATE INC.

2015 Annual General Shareholders’ Meeting Agenda

1. Call meeting to order

2. Chairman’s statements

3. Report Items:

4. Acknowledgement Items:

5. Discussion Items:

6. Special Motion

7. Meeting Adjourned

Report Items

Acknowledgement Items

Discussion Items

Special Motion

Meeting Adjourned

ATTACHMENT 1

Business Report

ATTACHMENT 2

Audit Committee’s Review Report

ATTACHMENT 3

Status of endorsements and guarantees in 2014

Status of unsecured convertible bonds transferring

ATTACHMENT 5

Chroma Ate Inc. Codes of Ethical Conduct

Article 1: (Purpose and Basis of the Code of Ethics)

Article 2: (Scope of Application)

Article 3: (Prevention of Conflict of Interest)

Article 4: (No Self-Benefiting)

Article 5: (Confidentiality)

Article 6: (Fair Transactions)

Article 7: (Proper Protection and use of the Company’s Assets)

Article 8: (Compliance of Laws and Regulations)

Article 9: (Reporting a Violation of Code of Ethics)

Article 10: (Penalty and Appeal)

Article 11: (Exemption)

Article 12: (Method of Disclosure)

Article 13: (Enforcement)

ATTACHMENT 6

2014 Independent Auditor’s Report

February 12, 2015

Notice to Readers

CHROMA ATE INC.

BALANCE SHEETS DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

CHROMA ATE INC.

COMPREHENSIVE INCOME STATEMENTS YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Amounts Per Share)

CHROMA ATE INC.

COMPREHENSIVE INCOME STATEMENTS YEARS ENDED DECEMBER 31, 2014 AND 2013

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

CHROMA ATE INC.

STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars, Except Amounts Per Share)

CHROMA ATE INC.

STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

CHROMA ATE INC.

STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2014 AND 2013 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

Notice to Readers

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2014 AND 2013

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2014 AND 2013

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

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2014 AND 2013

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

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2014 AND 2013

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2014 AND 2013

CHROMA AGM Information 2015