CHROMA - AGM Information 2016 | FinancialReports.eu

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CHROMA ATE INC.

2016 Annual General Shareholders’ Meeting

Meeting Agenda

(Translation)

Date: 9:00am June 7, 2016

Venue: 66 Huaya 1st Road, Guishan, Taoyuan, Taiwan

CHROMA ATE INC.

Meeting Agenda for the 2016 Annual General Shareholders’ meeting

Meeting Procedures ......................................................................................................................... 1 2. Meeting Agenda ............................................................................................................................... 2 3. Discussion Items ............................................................................................................................... 3 4. Report Items ..................................................................................................................................... 4 5. Acknowledgement Items ................................................................................................................. 5 6. Discussion Items ............................................................................................................................... 6 7. Special Motions ................................................................................................................................ 7

Attachments

(1) Comparison Table for the “Amendments to Articles of Incorporation” .............................. 8 (2) Business Report .................................................................................................................... 11 (3) Audit Committee’s Review Report ....................................................................................... 12 (4) Status of endorsements and guarantees in 2015 ................................................................. 13 (5) Independent Auditors’ Report and 2015 Financial Statements ........................................... 14 (6) Profit Allocation Proposal ..................................................................................................... 29

Appendix

(1) Articles of Incorporation ....................................................................................................... 30 (2) Rules and Procedures of Shareholders’ meeting ................................................................. 38 (3) Shareholding of directors and supervisors ........................................................................... 40

CHROMA ATE INC.

Procedures for the 2016 Annual General Shareholders’ Meeting

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

2016 Annual General Shareholders’ Meeting Agenda

Time: 9:00am, June 7, 2016

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

1. Call meeting to order

2. Chairman’s statements

3. Discussion Items

(1) Discussion of Amendments to Articles of Incorporation.

4. Report Items:

(1) To report the business of 2015
(2) Audit Committee’s review report

(3) To report the distribution of employee bonus, directors and supervisors’ remunerations

(4) To report the List of Endorsements and Guarantees in 2015

5. Acknowledgement Items:

(1) To accept 2015 Business Report and Financial Statements

(2) To approve the proposal for distribution of 2015 profits

6. Discussion Items:

(1) Proposal of Employee Restricted Stock Awards (RSAs)

7. Special Motion

8. Meeting Adjourned

Discussion Items

Discussion of Amendments to Articles of Incorporation (Proposed by Board of Directors) Explanation:
(1) In order to conform to the Company Law, the Audit Committee is established to replace supervisors.
(2) The Comparison Table for the “Amendments to Articles of Incorporation” is attached hereto as Attachment (1).
(3) The proposed amendments are submitted for discussion.
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Report Items

To report the business of 2015

Explanatory Notes: Please refer to Attachment (2)

Audit committee’s review report

Explanatory Notes: Please refer to Attachment (3)

To report the distribution of employee bonus, directors and supervisors’ remunerations Explanatory Notes:
(1) According to Chroma’s revised Articles of Incorporation, specified article 34 stated, if the Company has a surplus (the profit before taxes, employee bonus , directors and supervisors’ remunerations), the employee bonus shall in the range of 5% to 20% , directors and supervisors’ remunerations shall not be more than 1.5% of the profit.
(2) The employees bonus is equivalent to 8.9% of the profit, amounted to NT$135,000,000 and directors and supervisors’ remuneration is 0.5% of the profit, amounted to NT$8,000,000. All paid in cash.
(3) The distribution has approved by the Board of Directors on February 23, 2016 and will be distributed after 2016 Annual General Shareholder’s meeting.
To report the List of Endorsements and Guarantees in 2015
Explanatory Notes: As end of December 31, 2015, please refer to attachment (4) for the details of endorsements and Guarantees
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Acknowledgement Items

Acknowledge the 2015 Business Report and Financial Statements (Proposed by the Board of Directors)

Explanation:

(1) Chroma 2015 Business Report, Individual Financial Statements and Consolidated Financial Statements were completed. The Individual Financial Statements and Consolidated Financial Statements were audited by independent auditors, Wang, Yi-Wen and Kuo, Wen-Chi of Deloitte & Touche, with Business Report have been reviewed by the Company’s Audit Committee.
(2) Please refer to the attachments (2) and (5).
(3) Please accept the aforementioned Business Report and Financial Statements.
Acknowledge the Proposal of 2015 Earnings Distribution (Proposed by the Board of Directors) Explanation:
(1) The proposal of 2015 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 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$2.4. 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 2015 Profit Allocation Proposal is attached hereto as Attachment (6).
(5) Please accept the aforementioned proposal of 2015 earnings distribution.
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Discussion Items

Discussion of Proposal of Employee Restricted Stock Awards (RSAs) (Proposed by Board of Directors)

Explanation:

(1) In order to attract and retain quality employees and necessary professionals, and to strengthen employees coherence, the Company planned to issue Employee Restricted Stock Awards (RSAs) according to the regulation of Company Law article 267 and criteria governing the offering and issuance of securities by public companies stated by Financial Supervisory Commission.
(2) The detailed information of RSAs stated as below:
I. Amount of Issuance:
The total amount of issuance is NT$ 36,000,000 at the par value of NT$ 10, equals to total of 3,600,000 ordinary shares.

The Company may grant the plan in one or more tranches within one (1) year from the date of receipt of notice from the relevant authority (“Authority”) indicating that the Company’s filing of the Plan with the Authority has become effective.

II. Issue Price: NT$10.

III. Determination of the terms and conditions:

(1) The period of RSAs plan is four (4) years. The plan will not vest in the first year (“waiting period”) and may be granted in accordance with the following schedule. The award plan will be vested to the qualified grantee when the Company overall performance has reached the targets and grantee meets its achievements. The qualified grantee shall be a full-time employee and still working in the Company at each granted date.

date.
Years after the plan started effective	Grant percentage
1 years	10%
2 years	20%
3 years	30%
4 years	40%

(2) Type of the shares: The Company’s ordinary shares.

(3) Disqualification process: the Company redeems the granted shares due to RSAs plan and cancelled.

(4) Inherit: Inheritor(s) is (are) eligible to granted shares after complete the related regulatory documents.

IV. Qualification requirements for employees:

(1) The RSAs only grants to full-time employees at the effective date.

(2) The numbers of share granted is subject to employee’s seniority, job grade, achievements, overall performance and special achievements etc. which have been approved by the Chairman to resolute by Board of Directors, except the senior managements and employees represented as board of directors need to be approved by Remuneration Committee beforehand.

(3) Number of restricted stocks plus number of employee stock options issued under

Article 56-1 of “Regulations Governing the Offering and Issuance of Securities by Securities issuers” to each employee shall not exceed 0.3% of the total number of the Company’s issued shares. Moreover, number of restricted stocks plus number of employee stock options issued under Article 56 and Article 56-1 of “Regulations

Governing the Offering and Issuance of Securities by Securities issuers” to each employee shall not exceed 1% of the total number of the Company’s issued shares.

V. The reason why it is necessary to issue restricted stocks for employees:

To attract and retain the necessary professionals, incentive and to strengthen employees coherence in order to maximize the Company profit and shareholders’ value. VI. Calculated expense amount:

a) The total amount of issuance is NT$ 36,000,000 at the par value of NT$ 10, equals to total of 3,600,000 ordinary shares. The total estimated expenses is total of NT$129,386,000, based on the closed price at 15[th] February 2016 of NT$ 62.3.

As if RSAs issued in September 2016, the expenses breakdown into each year is stated as follow:

	Year	Expenses Amount (in NT$)
	2016	18,424,000
	2017	49,748,000
	2018	33,842,000
	2019	19,845,000
	2020	7,527,000
b) The changes to EPS and equity into each year is stated as follow:
As end of31st January2016, the Company’s totaloutstanding shares are 379,187,820 shares.
	Year	Reduce in EPS (in NT$)
	2016	0.05
	2017	0.13
	2018	0.09
	2019	0.05
	2020	0.02

VII. All matters regarding this RSAs shall be conducted in accordance with the Company Law and relevant laws and regulations.

(3) Any amendments request by relevant authority, the Board of Directors is authorized to amend the plan by Annual General Shareholders Meeting.
(4) The proposal is submitted for discussion.

Special Motion

Meeting Adjourned

ATTACHMENT 1

Comparison Table of Revised Articles of the Articles of Incorporation

Article	After Revision	Before Revision	Explanation
18	Unless otherwise provided 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. A shareholder who exercises his voting right in the way of electronic transmission shall be deemed to have attended the shareholders’ meeting in person.	Unless otherwise provided 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.	Amendments according to the Company Law
20	Chapter 4 Directors and Supervisors and Audit Committee Article 20 The Company shall establish the Board of Directors constituted by five (5) to seven (7) directors and two supervisors. The shareholders’ meeting votes shall be casted among candidates on the candidates list through cumulative ballot system specified in Article 198 of the Company Law. The term of office for Directors and Supervisors shall be three (3) years, and all Directors and Supervisors shall be eligible for re-election. To conform to the Company Law and Securities and Exchange Act, the Company shall have, among the aforementioned directors, at least one to two independent directors. The directors (including independent directors) shall be elected from among the nominees listed in the roster of directors 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.	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 cumulative voting 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. To conform to the Company Law and Securities and Exchange Act, the Company shall have, among the aforementioned directors, at least one to two independent directors. The directors (including independent directors)and supervisors	Amendments according to the Company Law, establish an Audit Committee

In compliance with Articles 14-4 of the ROC Securities and Exchange Law, from year 2017 the Company shall establish an Audit Committee to replace supervisors, which shall consist by all independent directors. The independent director is constituted by three (3) directors. The Audit Committee or the members of Audit Committee shall be responsible for those responsibilities of supervisors specified under the ROC Company Law, Securities and Exchange Law and other relevant regulations.

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. 34 Article 34 If the Company is surplus of that fiscal year, shall be allocated the profit to (1)5-20% to employee bonuses, either share or cash, persons eligible for such distribution shall included employees of the Company’s subsidiaries who meet certain qualifications. (2) no more than 1.5% as the remuneration for directors and supervisors. Employee bonuses and remuneration for directors and supervisors should be presented in the shareholders’ meeting for a resolution . The Company shall make up losses for preceding years before above mentioned

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. Article 34 Amendments The Corporation shall allocate the earnings according to the for each fiscal year in the order of paying Company Law 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:

payments are made. 1. The remuneration for directors and supervisors. Article 34-1 2. Employee bonuses 5 to 20%. The Corporation shall allocate the earnings 3. The shareholders’ dividend. for each fiscal year in the order of paying The above mentioned payments shall be tax, making up losses for preceding years, proposed by the Board meeting and a legal reserve at 10% of the earnings allocated pursuant to resolution of the unless the accumulated amount of the shareholders’ meeting. The Corporation legal reserve has reached the total adopts a dividend distribution policy authorized capital of the Corporation, whereby only surplus profits of the setting aside for operation or reversing a Corporation shall be distributed to special reserve according to relevant shareholders. regulations when necessary. The balance Where the Corporation incurs no loss, it is surplus after the above mentioned may, pursuant to a resolution to be an payments are made, together with the adopted by a shareholders’ meeting as undistributed earnings as of the beginning required in the preceding Article, of that fiscal year, shall be allocated distribute its legal reserve and the pursuant to resolution of the following capital reserve, in whole or in shareholders’ meeting. The Company part. The legal reserve can be distributed adopts a dividend distribution policy by issuing new shares or by cash, for only whereby only surplus profits of the the portion of legal reserve which exceeds Company shall be distributed to 25% of the paid-in capital may be shareholders. distributed. 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. 36 These Articles of Incorporation were These Articles of Incorporation were Addition of the enacted on …. The 28[th] amendment is enacted on …. The 28[th] amendment is revision date. made on June 9, 2011. The 29[th] made on June 9, 2011. The 29[th] amendment is made on 6 June, 2012. The amendment is made on 6 June, 2012. The 30[th] amendment is made on 10 June, 30[th] amendment is made on 10 June, 2015. The 31[st] amendment is made on 7 2015. June, 2016.

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ATTACHMENT 2

Business Report

Due to the sluggish global economy and China market slowing down to low capex spending, the Chroma financial results in the fiscal year of 2015 were also influenced. The consolidated sales revenues were NTD 9.69 billion, while Chroma’s parent only sales revenues were NTD 4.54 billion with net income of1.24 billion equals to earnings per share of NTD 3.28. This represented a decline in consolidated sales revenues of 6% and parent sales decrease 12% YoY respectively.

In the year 2015, the Chroma parent sales revenues presented a decline of 12% YoY. The major decline was coming from Turnkey Solutions, which decline of 43% YoY due to market capex spending slowing down. In addition, the semiconductor testing equipment also presented a decline of 30% due to market consolidation in semiconductor industry and weak demand in IT related products. However, an increasing demand from clean tech industry, such as EV, lithium battery and server, cause the Test Instruments and ATS to present a steady growth of 4%.

Financial Performance for Year 2014 ~ 2015

Financial Performance for Year 2014 ~ 2015	Financial Performance for Year 2014 ~ 2015
Items		2015	2014
Capital Structure Analysis (%)	Debt Ratio (%)	40.65	37.39
	Long-term Fund to Fixed Assets Ratio (%)	467.83	445.98
Liquidity Analysis (%)	Current Ratio (%)	309.47	319.94
	Quick Ratio (%)	248.58	258.74
Profitability Analysis (%)	Return on Total Assets (%)	8.18	9.69
	Return on Equity Attributable to Shareholders of the Parent(%)	13.25	14.80
	Net Profit Margin (%)	12.76	12.79

Moving forward to year 2016, despite of global economy remains uncertainty, the clean energy investment continuing to increase under government policy and topic of global climate change. The Company sees these as future growth opportunity and believes it will benefit the Company to have another good year of sales revenues and profit growth.

The key strategies are:

Fast development of clean technology related testing equipment, system and Turnkey Solutions.
Strengthen Europe, US and Japan markets development and further expands to Southeast Asia market.
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.

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ATTACHMENT 3

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2015 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 Kai Sun Investment Co., Ltd.)

March, 8[th] 2016

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ATTACHMENT 4

Status of endorsements and guarantees in 2015

(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	Ending Balance	Amount of Guarantee Actually Used	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 Subsidiaries	Endorsed/ Guaranteed to Investees in Mainland China
		Name	Nature of Relationship
0	Chroma Ate Inc.	Chroma Ate Inc. (U.S.A.) Chroma Japan Corp.	Subsidiary Subsidiary	$1,411,516 1,411,516	$ 131,300 33,280	$131,300 33,280	$ 65,650 21,840	$ - -	1.40% 0.35%	$2,823,031 2,823,031	Y 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 ($9,410,104 × 15% = $1,411,516) 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 ($9,410,104 × 30% = $2,823,031).

Note 3: The amounts listed in columns were translated into New Taiwan dollars at the exchange rate of US$1=NT$32.825 and JPY1 = NT$0.273 as of December 31, 2015.

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ATTACHMENT 5

Independent Auditors’ Report and 2015 Financial Statements

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, 2015 and 2014, and the related statements of comprehensive income, change in shareholders’ equity and cash flows for the years ended December 31, 2015 and 2014. These financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the Regulation Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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, 2015 and 2014, and the result of its operations and cash flows for the years ended December 31, 2015 and 2014, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

February 23, 2016

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

(In Thousands of New Taiwan Dollars)

BALANCE SHEETS (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 (Note 27) Notes receivable - third parties Accounts receivable - third parties, net (Notes 4, 5 and 11) Accounts receivable - related parties (Notes 4, 5, 11 and 27) Other receivable - related parties (Note 27) Inventories (Notes 4, 5 and 12) Prepayments Other current assets (Note 27) 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 and 13) Property, plant and equipment (Notes 4, 14 and 28) 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 (Note 16) Short-term bills payable Financial liability at fair value through profit or loss - current (Notes 4 and 7) Notes payable Accounts payable Accounts payable - related parties (Note 27) Other payable (Note 18) Current tax payable (Notes 4, 5 and 22) Receipts in advance (Note 27) Current portion of long-term borrowings (Notes 4 and 16) Other current liabilities - other Total current liabilities NONCURRENT LIABILITIES Long-term borrowings (Notes 4 and 16) Bonds payable (Notes 4 and 17) Deferred income tax liabilities (Notes 4 and 22) Net defined benefit liabilities (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		December 31, 2015 Amount % $ 878,892 6 1,824,521 13 - - 3,920 - 6,784 - 591,750 4 1,063,503 8 168,854 1 1,300,519 9 51,834 1 109,114 1 5,999,691 43 359,543 2 181,760 1 3,339,519 24 1,844,215 13 94,424 1 88,429 1 2,046,426 15 1,943 - - - 8,966 - 7,965,225 57 $ 13,964,916 100 $ 100,000 1 - - 1,483 - 35 - 534,402 4 34,647 - 459,173 4 136,340 1 28,111 - - - 16,515 - 1,310,706 10 1,230,000 9 1,758,093 12 115,166 1 140,281 1 566 - 3,244,106 23 4,554,812 33 3,791,699 27 1,302,269 9 1,600,920 11 86,888 1 2,264,377 16 3,952,185 28 399,665 3 (35,714) - 9,410,104 67 $ 13,964,916 100		December 31, 2014 (Audited after Restated) 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 3,074,447 23 1,907,429 14 94,424 1 80,157 1 1,431,535 11 2,675 - 33,000 - 24,812 - 7,276,098 55 $ 13,291,739 100 $ 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 1 118,870 1 566 - 2,583,429 19 4,038,791 30 3,787,821 29 1,256,654 9 1,469,276 11 86,888 1 2,180,919 16 3,737,083 28 507,104 4 (35,714) - 9,252,948 70 $ 13,291,739 100		January 1, 2014 (Audited after Restated)
						Amount % $ 404,475 4 - - 1,600 - 15,375 - 574 - 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 3,136,883 29 1,924,727 17 94,424 1 70,069 1 1,432,824 13 3,137 - 2,767 - 41,778 - 7,383,054 67 $ 10,990,486 100 $ 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 97,395 1 1,003 - 881,270 8 2,432,790 22 3,767,599 34 960,198 9 1,348,787 12 86,888 1 1,951,324 18 3,386,999 31 478,800 4 (35,900) - 8,557,696 78 $ 10,990,486 100

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

CHROMA ATE INC.

STATEMENTS OF INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUES (Notes 4 and 27) Sale revenues Less: Sales returns Sales allowances Net operating revenues OPERATING COSTS (Notes 12, 21 and 27) GROSS PROFIT UNEARNED GROSS PROFIT EARNED OPERATING PROFIT OPERATING EXPENSES (Notes 21 and 27) Selling General administrative Research and development Total operating expenses OPERATING INCOME NONOPERATING INCOME AND EXPENSE Share of profits of associates and joint venture, net (Notes 4 and 13) Foreign currency exchange gain, net (Notes 4 and 30) 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, net (Notes 4, 7 and 17) Other expenses Gain on disposal of property, plant and equipment, net (Note 4) Gain on reversal of bad debts Subsidy income (Note 4) Rental income (Note 27) Dividend income (Note 4) Other income - other (Note 27)		Years Ended December 31	Years Ended December 31	Years Ended December 31
		2015 Amount % $ 4,605,024 101 (62,184) (1) (3,399) - 4,539,441 100 (1,977,863) (44) 2,561,578 56 (41,744) (1) 2,519,834 55 552,449 12 357,284 8 784,380 17 1,694,113 37 825,721 18 416,646 9 52,536 1 (14,674) - 368 - (556) - (850) - 394 - 9,000 - 18,302 - 30,882 1 29,724 1 20,735 1		2014 (Audited after Restated)
				Amount % $ 5,162,703 100 (20,743) - (6,761) - 5,135,199 100 (2,361,025) (46) 2,774,174 54 (21,257) - 2,752,917 54 539,957 10 406,909 8 753,906 15 1,700,772 33 1,052,145 21 226,181 4 84,046 2 (15,500) - 14,571 - 3,933 - (1,842) - 318 - - - 37,840 1 31,552 1 27,630 - 21,608 - (Continued)

CHROMA ATE INC.

STATEMENTS OF INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Interest income (Notes 4 and 27) Management service income (Note 27) Interest expense (Notes 4 and 21) Total nonoperating income and expense INCOME BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 22) NET INCOME OTHER COMPREHENSIVE INCOME, NET (Note 20) Items that will not be reclassified subsequently to profit or loss Remeasurement of defined benefit plans Share of other comprehensive income of associates accounted for by the equity-method Item that may be reclassified subsequently to profit or loss Exchange differences on translating foreign operations Unrealized loss from available-for-sale financial assets Share of other comprehensive income of associates accounted for by the equity-method Total other comprehensive income TOTAL COMPREHENSIVE INCOME EARNINGS PER SHARE (NT$; Note 23) Basic Diluted		Years Ended December 31	Years Ended December 31	Years Ended December 31
		2015 Amount % 6,141 - 8,650 - (28,834) (1) 548,464 12 1,374,185 30 137,628 3 1,236,557 27 (26,849) (1) 352 - (17,071) - (99,791) (2) 9,423 - (133,936) (3) $ 1,102,621 24 $3.28 $3.10		2014 (Audited after Restated)
				Amount % 12,122 - 11,000 - (21,627) - 431,832 8 1,483,977 29 165,604 3 1,318,373 26 (27,308) (1) 919 - 89,661 2 (63,519) (1) 2,162 - 1,915 - $ 1,320,288 26 $3.51 $3.30

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

(Concluded)

CHROMA ATE INC.

STATEMENTS OF CHANGES IN EQUITY

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

BALANCE, JANUARY 1, 2014 Effect of retrospective application and retrospective restatement BALANCE AT JANUARY 1, 2014, AS RESTATED 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 the Corporation's cash dividends received by subsidiaries Increase (decrease) in total equities for the year ended December 31, 2014 BALANCE, DECEMBER 31, 2014, AS RESTATED Appropriation of the 2014 earnings Legal reserve Cash dividends - NT$2.6 per share Change in other capital surplus Change in capital surplus from investments in subsidiaries, associates and joint ventures accounted for using the equity method Net income for the year ended December 31, 2015 Other comprehensive income for the year ended December 31, 2015 Total comprehensive income for the year ended December 31, 2015 Convertible bonds converted to ordinary shares Adjustments of capital surplus for the Corporation's cash dividends received by subsidiaries Compensation recognized on employee stock options Increase (decrease) in total equities for the year ended December 31, 2015 BALANCE, DECEMBER 31, 2015	Issued Capital Capital Surplus $ 3,767,599 $ 960,198 - - 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 - - - - - - - - - - - - 42 239 - 4,994 3,836 40,382 3,878 45,615 $ 3,791,699 $ 1,302,269		Retained Earnings	Total $ 3,406,913 (19,914) 3,386,999 - (941,900 ) 1,318,373 (26,389) 1,291,984 - - - - - - 350,084 3,737,083 - (987,433 ) (7,525 ) 1,236,557 (26,497) 1,210,060 - - - 215,102 $ 3,952,185	Other Equities Exchange Differences on Unrealized Gain (Loss) from Translating Foreign Operations Available-for-sale Financial Assets Total Other Equities Treasury Stock $ 44,755 $ 434,045 $ 478,800 $ (35,900 ) - - - - 44,755 434,045 478,800 (35,900) - - - - - - - - - - - - 92,001 (63,697) 28,304 - 92,001 (63,697) 28,304 - - - - - - - - - - - - - - - - 186 - - - - - - - - 92,001 (63,697) 28,304 186 136,756 370,348 507,104 (35,714 ) - - - - - - - - - - - - - - - - (8,788) (98,651) (107,439) - (8,788) (98,651) (107,439) - - - - - - - - - - - - - (8,788) (98,651) (107,439) - $ 127,968 $ 271,697 $ 399,665 $ (35,714)	Total Equities $ 8,577,610 (19,914) 8,557,696 - (941,900 ) 1,318,373 1,915 1,320,288 141,487 1,064 135,505 741 33,278 4,789 695,252 9,252,948 - (987,433 ) (7,525 ) 1,236,557 (133,936) 1,102,621 281 4,994 44,218 157,156 $ 9,410,104
			Legal Reserve Special Reserve Unappropriated Earnings $ 1,348,787 $ 86,888 $ 1,971,238 - - (19,914) 1,348,787 86,888 1,951,324 120,489 - (120,489 ) - - (941,900 ) - - 1,318,373 - - (26,389) - - 1,291,984 - - - - - - - - - - - - - - - - - - 120,489 - 229,595 1,469,276 86,888 2,180,919 131,644 - (131,644 ) - - (987,433 ) - - (7,525 ) - - 1,236,557 - - (26,497) - - 1,210,060 - - - - - - - - - 131,644 - 83,458 $ 1,600,920 $ 86,888 $ 2,264,377

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

CHROMA ATE INC.

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

CASH FLOWS FROM OPERATING ACTIVITIES Net income before income tax Adjustments for: Share of profits of subsidiaries, associates and joint venture, net Depreciation Unrealized foreign currency exchange gain Unrealized gain on the transactions with subsidiaries, associates and joint ventures Impairment loss on non-derivative financial assets Dividend income Interest expense Compensation cost of employee stock options Impairment loss on financial assets (Gain on reversal) bad debts expense Interest income Gain on disposal and retirement of property, plant and equipment, net Gain on disposal of investments, net Net changes related to operating assets and liabilities Financial assets held for trading Notes receivable Accounts receivable Inventories Prepayments Other current assets Financial liabilities held for trading Notes payable Accounts payable Other payables Receipts in advance Other current liabilities Net defined benefit liabilities Cash provided by operating Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Payment to acquire property, plant and equipment Payment to acquire available-for-sale financial assets Dividend received Payment to acquire investments accounted for by the equity method Proceeds of the disposal available-for-sale financial assets Proceeds from disposal of investment in bonds with no quoted market		Years Ended December 31
		2015 2014 (Audited after Restated) $ 1,374,185 $ 1,483,977 (416,646) (226,181) 158,264 146,470 (43,566) (71,616) 41,744 21,257 32,452 51,000 (29,724) (27,630) 28,834 21,627 25,077 33,278 14,674 15,500 (9,000) 24,000 (6,141) (12,122) (394) (318) (368) (14,571) - 102 (2,577) 7,822 662,903 (561,375) (118,162) (224,300) (23,180) (2,783) (6,175) 16,323 556 (3,933) (1,016) 85 30,657 152,394 (40,500) 101,610 20,296 (375) 348 (345) (5,438) (5,833) 1,687,103 924,063 (164,175) (101,152) 1,522,928 822,911 (658,699) (25,526) (300,000) (2,163,975) 259,269 425,859 (131,840) (59,163) 119,942 546,164 51,091 - (Continued)

CHROMA ATE INC.

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

Payment to acquire financial assets at cost Decrease in other noncurrent assets Cash returned of capital reduction of financial assets carried at cost Decrease in other receivables - related parties Interest received Proceeds from disposal of property, plant and equipment Decrease in refundable deposits Payment to acquire investment in bonds with no quoted market Increase in prepayments for long-term investments Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Payment of dividends Increase in long-term borrowings Decrease in short-term borrowings Employee incentive stock options Interest paid Proceeds of the issuance of convertible bonds payable Increase in short-term bills payable Decrease in guarantee deposits Net cash (used in) generated from financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR CASH AND CASH EQUIVALENTS, END OF YEAR		Years Ended December 31
		2015 2014 (Audited after Restated) (16,140) (30,000) 15,846 16,966 11,750 - 11,384 51,560 6,303 12,772 3,452 836 732 462 - (49,491) - (33,000) (626,910) (1,306,536) (987,433) (941,900) 530,000 - (50,000) (400,000) 19,141 - (13,480) (16,048) - 1,994,680 - (80,000) - (437) (501,772) 556,295 2,631 4,870 396,877 77,540 482,015 404,475 $ 878,892 $ 482,015

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

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, 2015 and 2014, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2015 and 2014. These consolidated financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the Regulations Governing Auditing and Attention of 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, 2015 and 2014, 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.

As stated in Note 3 to the consolidated financial statements, effective January 1, 2015, the Group adopted the amended Regulations Governing the Preparation of Financial Reports by Securities Issuers and 2013 IFRSs, which were endorsed by the FSC of the ROC and had taken effect on January 1, 2015, and had adjusted the consolidated financial statements as of and for the year ended December 31, 2014 for the Effects of the retrospective application of the amended Regulations Governing the Preparation of Financial Reports by Securities Issuers and 2013 IFRSs.

We have also audited the financial statements of the parent company, Chroma Ate Inc., as of and for the years ended December 31, 2015 and 2014 on which we have issued an unqualified report.

February 23, 2016

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.

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(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, 11 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 using equity method (Notes 4 and 15) Property, plant and equipment (Notes 4, 16, 24 and 32) Goodwill (Notes 4 and 17) Other intangible assets (Notes 4 and 18) Deferred tax assets (Notes 4 and 25) Prepayments for equipment (Notes 4 and 33) Refundable deposits Prepayments for investments Other noncurrent assets Total noncurrent assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes19 and 32) 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) Dividends payable (Note 23) Other payables (Note 21) Current tax liabilities (Note 25) Receipts in advance (Note 12) Current portion of long-term liabilities (Notes 19 and 32) Other current liabilities - other Total current liabilities NONCURRENT LIABILITIES Bonds payable (Notes 4 and 20) Long-term borrowings (Notes 19 and 32) Deferred income tax liabilities (Notes 4 and 25) Net defined benefit liabilities - noncurrent (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 NON-CONTROLLING INTERESTS Total equity TOTAL		December 31, 2015 (Audited) Amount % $ 2,489,289 16 8,872 - 2,057,476 13 559,958 3 81,021 - 2,422,708 15 11,650 - 175,863 1 1,635,947 10 83,437 1 106,379 1 9,632,600 60 359,543 2 208,400 2 553,139 4 2,767,608 17 196,052 1 4,524 - 156,651 1 2,097,344 13 39,036 - - - 45,542 - 6,427,839 40 $ 16,060,439 100 $ 301,303 2 - - 1,483 - 19,173 - 3,311 - 1,348,781 9 5,789 - 255,218 2 2,298 - 665,640 4 208,745 1 229,955 2 30,083 - 40,875 - 3,112,654 20 1,758,093 11 1,384,040 8 123,827 1 149,691 1 838 - 3,416,489 21 6,529,143 41 3,791,699 24 1,302,269 8 1,600,920 10 86,888 - 2,264,377 14 3,952,185 24 399,665 2 (35,714) - 9,410,104 58 121,192 1 9,531,296 59 $ 16,060,439 100		December 31, 2014 (Audited after Restated) 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 - 154,847 1 1,431,534 10 43,348 - 33,000 - 46,483 1 5,785,272 39 $ 14,969,976 100 $ 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 1 127,702 1 780 - 2,726,113 18 5,596,888 37 3,787,821 25 1,256,654 9 1,469,276 10 86,888 1 2,180,919 14 3,737,083 25 507,104 3 (35,714) - 9,252,948 62 120,140 1 9,373,088 63 $ 14,969,976 100		January 1, 2014 (Audited after Restated)
						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 - 123,134 1 1,503,327 12 29,199 - 2,767 - 52,911 - 5,764,981 45 $ 12,770,419 100 $ 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 1 109,129 1 1,206 - 1,021,103 8 4,073,772 32 3,767,599 29 960,198 7 1,348,787 11 86,888 1 1,951,324 15 3,386,999 27 478,800 4 (35,900) - 8,557,696 67 138,951 1 8,696,647 68 $ 12,770,419 100

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

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUES (Notes 4, 12 and 31) Sales revenues Less: Sales returns Sales allowances Net operating revenues OPERATING COSTS (Notes 4, 12, 13, 24 and 31) GROSS PROFIT UNREALIZED GROSS PROFIT EARNED OPERATING PROFIT OPERATING EXPENSES (Note 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 Share of profits of associates and joint ventures, net (Notes 4 and 15) Gain on disposal of investments, net Exchange gain, net (Notes 4 and 34) Impairment loss on financial assets (Notes 4 and 9) Valuation loss on financial assets (liabilities) at fair value through profit or loss, net (Note 4) Valuation gain on financial assets (liabilities) at fair value through profit or loss, net (Note 4) Gain on disposal of property, plant and equipment (Note 4) Other expenses Interest expense (Notes 4 and 24)		For the Years Ended December 31	For the Years Ended December 31	For the Years Ended December 31
		2015 Amount % $ 9,782,005 101 (74,896) (1) (14,744) - 9,692,365 100 5,470,761 57 4,221,604 43 264 - 4,221,340 43 1,421,138 15 707,237 7 872,966 9 3,001,341 31 1,219,999 12 28,503 - 26,538 - 35,620 - 18,302 - 69,806 1 76,166 1 381 - 61,260 1 (14,674) - (322) - - - 3,605 - (3,518) - (38,994) -		2014
				Amount % $ 10,374,332 101 (22,007) - (45,240) (1) 10,307,085 100 6,260,815 61 4,046,270 39 - - 4,046,270 39 1,288,660 12 706,252 7 829,958 8 2,824,870 27 1,221,400 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) - (Continued)

23 -

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Total nonoperating income and expense CONSOLIDATED INCOME BEFORE INCOME TAX INCOME TAX EXPENSE (Notes 4 and 25) CONSOLIDATED NET INCOME OTHER COMPREHENSIVE INCOME, NET Items that will not be reclassified subsequently to profit or loss Remeasurement of defined benefit plans Share of other comprehensive income of associates accounted for by the equity-method Items that will not be reclassified subsequently to profit or loss Exchange differences on translating foreign operations Unrealized loss on available-for-sale financial assets Share of other comprehensive income of associates and joint ventures, net Total other comprehensive income TOTAL COMPREHENSIVE INCOME NET INCOME ATTRIBUTED TO Owner of the Corporation Noncontrolling interests COMPREHENSIVE INCOME ATTRIBUTED TO: Owner of the Corporation Noncontrolling interests		For the Years Ended December 31	For the Years Ended December 31	For the Years Ended December 31
		2015 Amount % 262,673 3 1,482,672 15 288,130 3 1,194,542 12 (27,368) - 732 - (14,736) - (98,651) (1) 8,283 - (131,740) (1) $ 1,062,802 11 $ 1,236,557 13 (42,015) (1) $ 1,194,542 12 $ 1,102,621 11 (39,819) - $ 1,062,802 11		2014
				Amount % 302,113 3 1,523,513 15 227,528 2 1,295,985 13 (24,245) - (1,888) - 92,057 1 (63,697) (1) 2,340 - 4,567 - $ 1,300,552 13 $ 1,318,373 13 (22,388) - $ 1,295,985 13 $ 1,320,288 13 (19,736) - $ 1,300,552 13 (Continued)

24 -

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

EARNINGS PER SHARE (Notes 4 and 26) From continuing operating segment Basic Diluted	For the Years Ended December 31	For the Years Ended December 31
	2015 Amount % $3.28 $3.10	2014
		Amount % $3.51 $3.30

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

25 -

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2015 AND 2014

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

	Equity Attributab	le to Owners of the	Corporation
Share Capital Capital Surplus $ 3,767,599 $ 960,198 - - 3,767,599 960,198 - - - - - 141,487 - 1,064 - - - - - - 20,222 115,283 - 555 - 33,278 - 4,789 3,787,821 1,256,654 - - - - - - - - - - - - 42 239 - 4,994 3,836 40,382 - - $ 3,791,699 $ 1,302,269	Retained Earnings	Total $ 3,406,913 (19,914) 3,386,999 - (941,900 ) - - 1,318,373 (26,389) 1,291,984 - - - - 3,737,083 - (987,433 ) (7,525 ) 1,236,557 (26,497) 1,210,060 - - - - $ 3,952,185		Other Equity	Total Treasury Stock $ 478,800 $ (35,900 ) - - 478,800 (35,900) - - - - - - - - - - 28,304 - 28,304 - - - - 186 - - - - 507,104 (35,714 ) - - - - - - - - (107,439) - (107,439) - - - - - - - - - $ 399,665 $ (35,714)
			Exchange Differences on G Translating A Foreign Operations F $ 44,755 - 44,755 - - - - - 92,001 92,001 - - - - 136,756 - - - - (8,788) (8,788) - - - - $ 127,968	Unrealized ain (Loss) from vailable-for-sale inancial Assets $ 434,045 - 434,045 - - - - - (63,697) (63,697) - - - - 370,348 - - - - (98,651) (98,651) - - - - $ 271,697
	Unappropriated Legal Reserve Special Reserve Earnings $ 1,348,787 $ 86,888 $ 1,971,238 - - (19,914) 1,348,787 86,888 1,951,324 120,489 - (120,489 ) - - (941,900 ) - - - - - - - - 1,318,373 - - (26,389) - - 1,291,984 - - - - - - - - - - - - 1,469,276 86,888 2,180,919 131,644 - (131,644 ) - - (987,433 ) - - (7,525 ) - - 1,236,557 - - (26,497) - - 1,210,060 - - - - - - - - - - - - $ 1,600,920 $ 86,888 $ 2,264,377

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

26 -

CHROMA ATE INC. AND SUBSIDIARIES

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

CASH FLOWS FROM OPERATING ACTIVITIES Consolidated net income before income tax Adjustments for: Depreciation Allowance for bad debts Share of profits of associates and joint venture, net Exchange (gain) loss, net Impairment loss on nonderivative financial assets Interest expense Dividend income Interest income Compensation cost of shared-based payment Impairment loss on financial assets Gain on disposal and retirement of property, plant and equipment, net Amortization Gain on disposal of available-for-sale financial assets, net Unrealized gain on the transactions with associates and joint venture Net changes related to operating assets and liabilities Financial assets held for trading Notes receivable Accounts receivable Construction contracts receivable Inventories Prepayments Other current assets Financial liabilities held for trading Notes payable Accounts payable Construction contracts payable Other payables Receipts in advance Other current liabilities Net define benefit liabilities Cash generated from operations Income tax paid Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Payment to acquire property, plant and equipment Payment to acquire available-for-sale financial assets Payment to acquire investment in bonds with no active market		For the Years Ended December 31
		2015 2014 $ 1,482,672 $ 1,523,513 329,582 297,188 86,551 18,699 (76,166) (82,578) (58,015) 30,233 39,379 62,450 38,994 31,300 (35,620) (34,325) (28,503) (24,192) 25,768 34,203 14,674 15,500 (3,605) (2,852) 2,009 3,928 (381) (17,325) 264 - (234) 38,398 (47,705) (14,760) 676,838 (271,946) (79,918) (52,055) (160,642) (253,889) (27,119) 9,472 3,417 (30,267) 556 (3,933) (36,841) (14,797) 66,726 82,408 251,422 (9,358) (48,725) 61,901 145,634 36,593 (3,569) 14,707 (5,379) (5,672) 2,552,064 1,442,544 (283,511) (214,887) 2,268,553 1,227,657 (960,436) (118,170) (300,000) (2,351,975) (160,965) - (Continued)

27 -

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

Proceeds of the disposal of available-for-sale financial assets Dividend received Interest received Payment to acquire financial assets carried at cost Proceeds of the disposal of property, plant and equipment Cash returned of capital reduction of financial assets carried at cost Net cash inflows from business combination Decrease in refundable deposits Decrease in other noncurrent assets Proceeds of the disposal of investment in bonds with no quoted market Increase in prepayments for investments Increase in refundable deposits Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Cash dividends Proceeds of the issue of long-term debts Decrease in short-term borrowings Decrease in non-controlling interest Interest paid Employee stock options Decrease in short-term bills payable Repayment of long-term debts Proceeds of the issuance of convertible bonds payable Proceeds of disposal of treasury stock Decrease in guarantee deposits Net cash (used in) 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		For the Years Ended December 31	For the Years Ended December 31
		2015 127,020 76,100 23,588 (16,140) 14,893 11,750 10,897 4,647 941 - - - (1,167,705) (982,439) 582,165 (84,000) 29,400 (24,064) 19,141 (16,000) (6,659) - - - (482,456) 23,249 641,641 1,847,648 $ 2,489,289	2014 747,261 64,184 26,080 (30,000) 18,731 - - - 6,428 49,607 (33,000) (14,149) (1,635,003) (937,111) - (374,416) - (26,186) - (64,000) (4,970) 1,994,680 741 (426) 588,312 47,150 228,116 1,619,532 $ 1,847,648

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

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ATTACHMENT 6

Chroma Ate Inc. Profit Allocation Proposal For Year ended December 31, 2015

	Unit: NT$
Undistributed Earnings of Previous Year Less: Retrospective application and classification Adjusted undistributed Earnings of Previous Year Retain earnings adjustments due to long term investments Accrued pension costs under retain earnings Adjusted undistributed Earnings Plus: Net Income 2015 Less: 10% Legal Reserve Earnings in 2015 Available for Distribution Distribution Item: Cash Dividends to Common Share Holders (NT$2.4 per Share) Unappropriated Retained Earnings	$ 1,079,517,483 (17,676,882) 1,061,840,601 (7,525,230) (26,498,302) 1,027,817,069 1,236,557,194 (123,655,719) 2,140,718,544 (910,200,000) 1,230,518,544

Unit: NT$

Undistributed Earnings of Previous Year
Less: Retrospective application and classification
Adjusted undistributed Earnings of Previous Year
Retain earnings adjustments due to long term investments
Accrued pension costs under retain earnings
Adjusted undistributed Earnings
Plus: Net Income 2015
Less: 10% Legal Reserve
Earnings in 2015 Available for Distribution
Distribution Item:
Cash Dividends to Common Share Holders (NT$2.4 per Share)
Unappropriated Retained Earnings

$ 1,079,517,483
(17,676,882)
1,061,840,601
(7,525,230)
(26,498,302)
1,027,817,069
1,236,557,194
(123,655,719)
2,140,718,544
(910,200,000)
1,230,518,544

Note:

Net Income of 2015 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.

Chairman Leo, Huang CEO Leo, Huang CFO Cheng, Ying

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APPENDIX 1

Amended 10 June, 2015

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.
H701040 Specialized field construction and development.
H701060 New county and community construction and investment.
H701010 Residence and buildings lease construction and development.
H701020 Industrial factory buildings lease construction and development.
H702010 Construction management.
H703090 Real estate commerce.
H703100 Real estate rental and leasing.
All businesses that are not prohibited or restricted by laws and regulations other than those requiring special permits.

Article 3

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

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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 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.

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.

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.

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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.

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.

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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 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.

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 cumulative voting 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.

To conform to the Company Law and Securities and Exchange Act, the Company 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.

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

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

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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 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.

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.

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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.
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.

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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. 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.

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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. The thirtieth amendment is made on 10 June, 2015.

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APPENDIX 2 Rules of Procedure for 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 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
38 -

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). 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 3

Shareholding of Directors and Supervisors

			Book Closure Date: April 9th2016	Book Closure Date: April 9th2016	Book Closure Date: April 9th2016	Book Closure Date: April 9th2016
Title	Name	Date Elected	Shareholding when Elected		Current Shareholding
			Shares	%	Shares	%
Chairman	Leo Huang	2014.6.11	23,419,897	6.22%	23,419,897	6.17%
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	0.50%
Supervisor	Chi-Jen Chou	2014.6.11	0	0	0	0
Supervisor	Kai Sun Investment Co.,Ltd. Tsun-I,Wang	2014.6.11	3,380,922	0.90%	3,260,922	0.86%

Note:

Total issued shares: 379,699,820 shares on April 9, 2016.
The minimum required combined shareholding of all directors by law: 15,187,992 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: 1,518,799 shares. The combined shareholding of all supervisors on the book closure date: 3,260,922 shares.
The shares held by all directors and supervisors meet the minimum required combined shareholding.
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AI assistant

CHROMA — AGM Information 2016

52029_rns_2016-06-15_ab562483-c7cc-43fb-8a92-a7e1f67138d2.pdf

CHROMA ATE INC.

2016 Annual General Shareholders’ Meeting

Meeting Agenda

(Translation)

CHROMA ATE INC.

Meeting Agenda for the 2016 Annual General Shareholders’ meeting

Table of Contents

Attachments

Appendix

CHROMA ATE INC.

Procedures for the 2016 Annual General Shareholders’ Meeting

CHROMA ATE INC.

2016 Annual General Shareholders’ Meeting Agenda

1. Call meeting to order

2. Chairman’s statements

3. Discussion Items

4. Report Items:

5. Acknowledgement Items:

6. Discussion Items:

7. Special Motion

8. Meeting Adjourned

Discussion Items

Report Items

Acknowledgement Items

Discussion Items

Special Motion

Meeting Adjourned

ATTACHMENT 1

Comparison Table of Revised Articles of the Articles of Incorporation

ATTACHMENT 2

Business Report

ATTACHMENT 3

Audit Committee’s Review Report

ATTACHMENT 4

Status of endorsements and guarantees in 2015

(In Thousands of New Taiwan Dollars or Foreign Currency, Unless Stated Otherwise)

ATTACHMENT 5

Independent Auditors’ Report and 2015 Financial Statements

Notice to Readers

CHROMA ATE INC.

BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

CHROMA ATE INC.

STATEMENTS OF INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHROMA ATE INC.

STATEMENTS OF INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHROMA ATE INC.

STATEMENTS OF CHANGES IN EQUITY

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

CHROMA ATE INC.

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

CHROMA ATE INC.

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

INDEPENDENT AUDITORS’ REPORT

February 23, 2016

Notice to Readers

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands of New Taiwan Dollars)

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2015 AND 2014

CHROMA ATE INC. AND SUBSIDIARIES

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

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands of New Taiwan Dollars)

ATTACHMENT 6

Chroma Ate Inc. Profit Allocation Proposal For Year ended December 31, 2015

Note:

Chroma Ate Inc. Articles of Incorporation

Chapter One General Provisions Article 1

CHROMA AGM Information 2016