CHROMA - AGM Information 2018 | FinancialReports.eu

Ticker Number: 2360

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CHROMA ATE INC.

2018 Annual General Shareholders’ Meeting Meeting Agenda (Translation)

Date: 9:00am June 8, 2018 Venue: 66 Huaya 1st Road, Guishan, Taoyuan, Taiwan

CHROMA ATE INC.

Meeting Agenda for the 2018 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 2017........................................................ 8 (4) Independent Auditors’ Report and Financial Statements ...................................................... 9 (5) Profit Allocation Proposal ..................................................................................................... 29 (6) Comparison Table for the “Amendments to Articles of Incorporation” ............................ 30

Appendix (1) Articles of Incorporation ....................................................................................................... 32 (2) Rules and Procedures of Shareholders’ meeting ................................................................. 40 (3) Shareholdings of all directors ............................................................................................. 42

CHROMA ATE INC.

Procedures for the 2018 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.

2018 Annual General Shareholders’ Meeting Agenda

Time: 9:00am, June 8, 2018

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

Call meeting to order
Chairman’s statements

3. Report Items:

(1) To report the business of 2017
(2) Audit Committee’s review report
(3) Distribution of employee bonus, directors and supervisors’ remunerations (4) Itemized List of Endorsements and Guarantees in 2017
Acknowledgement Items:
(1) To accept 2017 Business Report and Financial Statements
(2) To approve the proposal for distribution of 2017 profits
Discussion Items
(1) Discussion of Amendments to Articles of Incorporation

6. Special Motion

7. Meeting Adjourned

Report Items

To report the business of 2017

Explanatory Notes: Please refer to Attachment (1)

Audit committee’s review report

Explanatory Notes: Please refer to Attachment (2)

To report the distribution of employee bonus, directors and supervisors’ remunerations Explanatory Notes:
(1) According to the resolutions of Company’s board of directors on 2/22 2018, the year 2017 employee bonus, directors and supervisors’ remunerations will be all paid in cash.
(2) The employees bonus was NTD 310,000,000 and directors and supervisors’ remuneration was NTD 9,600,000.
To report the List of Endorsements and Guarantees in 2017
Explanatory Notes: As end of December 31, 2017, please refer to attachment (3) for the details of endorsements and Guarantees
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Acknowledgement Items

Acknowledge the 2017 Business Report and Financial Statements (Proposed by the Board of Directors)

Explanation:

(1) Chroma 2017 Business Report, Individual Financial Statements and Consolidated Financial Statements were completed. The Individual Financial Statements and Consolidated Financial Statements were audited by independent auditors, Lee, Cheng-Ming 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 (1) and (4).
(3) Please accept the aforementioned Business Report and Financial Statements.
Acknowledge the Proposal of 2017 Earnings Distribution (Proposed by the Board of Directors) Explanation:
(1) The proposal of 2017 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 by 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 will 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$4.5. 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 2017 Profit Allocation Proposal is attached hereto as Attachment (5).
(5) Please accept the aforementioned proposal of 2017 earnings distribution.
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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 operation needs, Here to propose to amend the Articles of Incorporation clause two.
(2) The Comparison Table for the “Amendments to Articles of Incorporation” is attached hereto as Attachment (6).
(3) The proposed amendments are submitted for discussion.

Special Motion

Meeting Adjourned

ATTACHMENT 1

Business Report

The year 2017 was a good year, global economy continued to grow and various industries were booming with market growth. Many companies were actively invest in R&D and increased capacity investment to meet the market demands. Chroma ATE Inc. financial results in fiscal year of 2017, the consolidated sales revenues was NTD 14.9 billion, while the Company’s parent sales revenues were NTD 8 billion, with net income of 2.5 billion equals to earnings per share of NTD 6.41. This represented a growth in consolidated sales revenues to reach 28% year-on-year, while the parent company sales revenues were 11%. The net income growth was 50% compared to year 2016.

In the year 2017, the Chroma parent company sales were increased by 11% compared to year 2016, which was mainly contributed from semiconductor / Photonics testing solutions. This sector has presented a significant growth of 103% due to the increasing demand of CAPEX needs from semiconductor industry and ramping up capacity for VCSEL (3D sensing). Meanwhile, the increasing demand from Clean Tech industry included Electrical Vehicle (EV), Lithium battery and high power also contributed to the core business of Test Instruments and ATS sector to increase by 19% yearon-year.

Financial Performance for Year 2016 ~ 2017

Items		2017	2016
Capital Structure Analysis(%)	Debt Ratio(%)	38.85	42.10
	Long-term Fund to Fixed Assets Ratio(%)	566.49	512.48
Liquidity Analysis (%)	Current Ratio(%)	203.76	237.39
	Quick Ratio(%)	161.87	190.86
Profitability Analysis (%)	Return on Total Assets(%)	12.68	10.12
	Return on Equity Attributable to Shareholders of the Parent(%)	21.46	17.18
	Net Profit Margin(%)	17.17	14.80

Although the increasing world trade headwinds given by American protectionism might cause some uncertainty to global economy in year 2018. The Company expected the semiconductor, EV and Smartphone industries will still have a sustainable growth through the leading-edge technologies, such as AI, 3D Image Sensing and 5G+ communication. Strengthen market penetration in Europe, US and Japan markets and accelerating technology development in testing and measurement solutions with market trend are Chroma’s key strategies to creating value and generating strong sales and maximize the returns to shareholders.

ATTACHMENT 2

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2017 Business Report, Individual Financial Statements and Consolidated Financial Statements, and proposal for allocation of profits. The CPA firm of Deloitte and Touche was retained to audit Chroma’s Individual Financial Statements and Consolidated 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.

Convener of Audit Committee:

Tsung-Ming Chung

February 22[nd] , 2018

ATTACHMENT 3

Status of endorsements and guarantees in 2017

										Unit: thousands NTD	Unit: thousands NTD	Unit: thousands NTD	Unit: thousands NTD
Number	Name of endorsers	End	orsee	Endorsement limit for a single entity (Note1)	Highest balance during the period	Outstanding balance	Actual amount drawn down	Balance secured by collateral	Ratio of accumulated amount to net worth of the Company	Maximum amount of endorsement (Note 2)	Provision of endorsements by parent company to subsidiary	Provision of endorsements by subsidiary to parent company	Provision of endorsements to the party in Mainland China
		Name of endorsees	Relationship
0	Chroma Ate Inc.	Chroma USA	Subsidiary	NT$1,984,602	NT$59,520	NT$59,520	NT$59,520	$ -	0.45%	$3,969,204	Y	-	-
		Chroma Japan Corp.	Subsidiary	NT$1,984,602	NT$34,100	NT$34,100	NT$10,560	-	0.26%	$3,969,204	Y	-	-
		Quantel Private Ltd	Subsidiary	NT$1,984,602	NT$44,520	NT$44,520	-	-	0.34%	$3,969,204	Y	-	-
		Chroma Ate Europe B.V.	Subsidiary	NT$1,984,602	NT$53,355	NT$53,355	-	-	0.40%	$3,969,204	Y	-	-
		Chroma ATE (Suzhou) Co.,Ltd.	Subsidiary	NT$1,984,602	NT$91,300	NT$91,300	-	-	0.69%	$3,969,204	Y	-	Y

Note 1: The amount of transactions of endorsement to a single entity shall not over 15% of the Company’s net worth and not over Endorsees’ paidin capital, except 100% own subsidiary.

Note 2: The total amount of transactions of endorsement shall not over 30% of the Company’s net worth.

Note 3: Foreign currencies were translated into New Taiwan Dollars. Exchange rates of foreign currency indicated as of December 29, 2017 are as follows: USD$1 = NT$29.760, JPY$1 = NT$0.264, RMB$1 = NT$4.565, EUR$1 = NT$35.570.

ATTACHMENT 4

Independent Auditors’ Report and Financial Statements

The Board of Directors and Shareholders Chroma ATE Inc.

Opinion

We have audited the accompanying consolidated financial statements of Chroma ATE Inc. and its subsidiaries (the Group), which comprise the consolidated balance sheets as of December 31, 2017 and 2016, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2017 and 2016, and the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2017 and 2016, and its consolidated financial performance and its consolidated cash flows for the years ended December 31, 2017 and 2016, in accordance 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 and issued into effect by the Financial Supervisory Commission (FSC) of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2017. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the consolidated financial statements for the year ended December 31, 2017 are stated as follows:

Impairment of Property, Plant and Equipment

In accordance with IAS 36 - Impairment of Asset, management assesses periodically whether there is any indication that property, plant and equipment may be impaired. If an indication of impairment exists, management considers the usage of the asset and industry condition to determine the recoverable amount of the cash-generating unit to which the asset belongs based on subjective judgment. Since the management’s assessment of impairment and determination of the recoverable amount of an asset require management’s subjective judgments and assumptions, impairment of asset is deemed to be a key audit matter.

Management determined that there is no indication that the property, plant and equipment may be impaired based on the assessment of industry trend, market conditions, and the Group’s operation performance and financial status. We have performed the audit procedures, including reviewing the impairment assessment of property, plant and equipment prepared by the managements and assessing the rationale of underlying information used, to evaluate the appropriateness of the impairment indication assessment performed by the management.

Please refer to Notes 5 and 16 of the consolidated financial statements for the details of the information about property, plant and equipment.

Evaluation of Write-down of Inventories

The Group’s inventories are primarily test instruments, widely used in technology industries including power supply, passive components, semiconductor, LED, and solar energy. The Group adjust the product portfolio in response to the rapid change in the market and business fluctuation. The market competition or technique replacement may result in the risk of inventories becoming unmarketable or prices slump due to lack of demand in the market. As stated in Note 5, inventory valuation includes the consideration of whether the test instruments are obsolete or unmarketable and the estimation of demand for the products in the future. Since the evaluation process involves material assumptions and estimations, the valuation of inventories is deemed to be a key audit matter.

We assessed the rationale of the Group’s policy on providing allowance for inventory valuation and obsolescence losses, and we tested the accuracy of inventory aging report. We also tested the recent selling prices and participated in annual inventory count to observe the condition of the inventories in order to evaluate the reasonableness of the inventory value.

Please refer to Note 13 of the consolidated financial statements for the details of the information about inventories.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC and SIC endorsed and issued into effect by the FSC of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee, are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with statements that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2017 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Cheng-Ming Lee and Wen-Chi Kuo.

Deloitte & Touche Taipei, Taiwan Republic of China

February 22, 2018

Notice to Readers

The accompanying 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 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 Chineselanguage independent auditors’ report and consolidated financial statements shall prevail.

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CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss - current (Note 7) Available-for-sale financial assets - current (Note 8) Debt investments with no active market - current (Notes 10 and 32) Notes receivable Trade receivables, net (Note 11) Trade receivables - related parties (Notes 11 and 31) Construction contracts receivable (Note 12) Inventories (Note 13) Prepayments Other current assets (Note 31) Total current assets NON-CURRENT ASSETS Available-for-sale financial assets - non-current (Note 8) Financial assets measured at cost - non-current (Note 9) Investments accounted for using equity method (Note 15) Property, plant and equipment (Notes 16, 24 and 32) Goodwill (Note 17) Other intangible assets (Note 18) Deferred tax assets (Note 25) Prepayments for land and equipment (Note 33) Refundable deposits Prepayments for investments Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 19 and 32) Notes payable Notes payable - related parties (Note 31) Trade payables Trade payables - related parties (Note 31) Construction contracts payable (Note 12) Other payables (Note 21) Current tax liabilities (Note 25) Receipts in advance Current portion of long-term borrowings (Notes 19 and 32) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 20) Long-term borrowings (Notes 19 and 32) Deferred tax liabilities (Note 25) Net defined benefit liabilities (Note 22) Guarantee deposits received Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 23) Ordinary share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity attributable to owners of the Corporation NON-CONTROLLING INTERESTS Total equity TOTAL		2017 Amount % $ 5,076,411 23 8,794 - 1,043,387 5 899,368 4 249,785 1 3,717,254 17 47,702 - 202,535 1 2,431,074 11 265,944 1 163,530 1 14,105,784 64 268,582 1 193,571 1 641,567 3 2,664,584 12 225,408 1 52,628 - 230,408 1 3,505,669 16 27,439 - 6,489 - 95,483 1 7,911,828 36 $ 22,017,612 100 $ 471,638 2 298,289 1 17,502 - 2,575,261 12 39,434 - 552,527 3 1,166,453 5 308,357 2 247,122 1 1,216,042 6 30,276 - 6,922,901 32 99,703 - 1,061,693 5 303,822 1 165,826 1 838 - 1,631,882 7 8,554,783 39 4,118,942 19 3,187,289 14 1,896,570 9 86,888 - 3,988,838 18 5,972,296 27 (12,134) - (35,714) - 13,230,679 60 232,150 1 13,462,829 61 $ 22,017,612 100		2016
				Amount % $ 3,149,970 17 9,161 - 2,291,504 12 378,515 2 61,769 - 2,988,773 16 7,890 - 214,816 1 1,906,496 10 76,076 1 127,722 1 11,212,692 60 314,233 2 198,649 1 641,497 4 2,714,127 15 220,236 1 7,267 - 220,064 1 3,035,154 16 20,045 - 20,000 - 28,814 - 7,420,086 40 $ 18,632,778 100 $ 196,705 1 55,511 - 2,595 - 1,976,229 11 11,813 - 229,858 1 853,070 5 264,461 1 290,774 2 815,317 4 27,078 - 4,723,411 25 1,397,140 8 1,368,085 7 187,170 1 168,266 1 855 - 3,121,516 17 7,844,927 42 3,898,872 21 1,960,159 11 1,724,576 9 86,888 - 2,923,811 16 4,735,275 25 58,035 - (35,714) - 10,616,627 57 171,224 1 10,787,851 58 $ 18,632,778 100

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

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CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 12 and 31) Sales Less: Sales returns Sales allowances Net operating revenue OPERATING COSTS (Notes 13, 24 and 31) GROSS PROFIT REALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES AND JOINT VENTURES REALIZED GROSS PROFIT OPERATING EXPENSES (Note 24 ) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Interest income Rental income (Note 31) Dividend income Other income Finance costs (Note 24) Gain on disposal of property, plant and equipment, net Gain on disposal of investments, net Valuation gain on financial assets (liabilities) at fair value through profit or loss, net Other expenses Exchange loss, net (Note 34) Impairment loss on financial assets (Note 9) Share of profits of associates and joint ventures, net (Note 15) Total non-operating income and expenses		2017 Amount % $ 15,089,109 101 (15,133) - (172,630) (1) 14,901,346 100 7,832,539 53 7,068,807 47 65 - 7,068,872 47 1,857,495 13 955,913 6 1,212,383 8 4,025,791 27 3,043,081 20 35,090 - 22,356 - 27,610 - 82,399 1 (22,782) - 3,141 - 15,050 - 1,858 - (1,194) - (133,637) (1) (109) - 49,204 1 78,986 1		2016
				Amount % $ 11,761,604 101 (14,550) - (122,685) (1) 11,624,369 100 6,196,250 53 5,428,119 47 203 - 5,428,322 47 1,619,664 14 760,936 6 1,034,541 9 3,415,141 29 2,013,181 18 19,323 - 22,487 - 52,101 - 22,888 - (42,052) - 1,126 - 2,442 - 2,219 - (3,140) - (110,497) (1) - - 61,979 1 28,876 -

(Continued)

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CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 25) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Share of the other comprehensive income (loss) of associates and joint ventures accounted for using equity method Items that may be reclassified subsequently to profit or loss Exchange differences on translating foreign operations Unrealized loss on available-for-sale financial assets Share of the other comprehensive income of associates and joint ventures accounted for using equity method Total other comprehensive income (loss), net of tax TOTAL COMPREHENSIVE INCOME NET PROFIT ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests EARNINGS PER SHARE (NT$; Note 26) Basic Diluted		2017 Amount % $ 3,122,067 21 573,244 4 2,548,823 17 (7,289) - 251 - (69,618) (1) (53,513) - (8,059) - (138,228) (1) $ 2,410,595 16 $ 2,558,401 17 (9,578) - $ 2,548,823 17 $ 2,425,174 16 (14,579) - $ 2,410,595 16 $6.41 $6.18		2016
				Amount % $ 2,042,057 18 346,491 3 1,695,566 15 (25,981) - (736) - (132,555) (1) (38,796) (1) (25,084) - (223,152) (2) $ 1,472,414 13 $ 1,719,935 15 (24,369) - $ 1,695,566 15 $ 1,501,612 13 (29,198) - $ 1,472,414 13 $4.53 $4.23

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

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CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Dividends Per Share)

	Equity Attributable to O	Equity Attributable to O	wners of the Corporation
Ordinary Share Capital Capital Surplus $ 3,791,699 $ 1,302,269 - - - - - 27,978 - - - - - - 59,823 326,205 47,350 299,162 - 4,545 - - 3,898,872 1,960,159 - - - - - (8,326 ) - - - - - - 201,515 1,101,453 - 6,170 18,678 127,833 - - (123 ) - - - $ 4,118,942 $ 3,187,289	Retained Earnings	Total $ 3,952,185 - (910,200 ) - 1,719,935 (26,645) 1,693,290 - - - - 4,735,275 - (1,314,425 ) - 2,558,401 (6,955) 2,551,446 - - - - - - $ 5,972,296		Other Equity	Total Treasury Shares $ 399,665 $ (35,714 ) - - - - - - - - (191,678) - (191,678) - - - (149,952 ) - - - - - 58,035 (35,714 ) - - - - - - - - (126,272) - (126,272) - - - - - 56,103 - - (123 ) - 123 - - $ (12,134) $ (35,714)
			Exchange U Differences on Translating A Foreign Operations F $ 127,968 - - - - (152,882) (152,882) - - - - (24,914 ) - - - - (72,719) (72,719) - - - - - - $ (97,633)	nrealized Gain (Loss) on vailable-for- sale Unearned inancial Assets Employee Benefit $ 271,697 $ - - - - - - - - - (38,796) - (38,796) - - - - (149,952 ) - - - - 232,901 (149,952 ) - - - - - - - - (53,553) - (53,553) - - - - - - 56,103 - - - - - - $ 179,348 $ (93,849)
	Unappropriated Legal Reserve Special Reserve Earnings $ 1,600,920 $ 86,888 $ 2,264,377 123,656 - (123,656 ) - - (910,200 ) - - - - - 1,719,935 - - (26,645) - - 1,693,290 - - - - - - - - - - - - 1,724,576 86,888 2,923,811 171,994 - (171,994 ) - - (1,314,425 ) - - - - - 2,558,401 - - (6,955) - - 2,551,446 - - - - - - - - - - - - - - - - - - $ 1,896,570 $ 86,888 $ 3,988,838

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

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CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation Amortization Provision (reversal of provision) for bad debts expense Net gain on fair value changes of financial assets (liabilities) designated as at fair value through profit or loss Finance costs Interest income Dividend income Compensation costs of share-based payment Share of profit of associates and joint ventures accounted for using equity method Gain on disposal of property, plant and equipment, net Gain on disposal of investments, net Impairment loss on financial assets (Reversal of impairment) impairment loss on non-financial assets Realized gain on transactions with associates and joint ventures Net loss on foreign currency exchange Net changes in operating assets and liabilities Notes receivable Trade receivables Construction contracts receivable Inventories Prepayments Other current assets Notes payable Trade payables 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 Payments to acquire financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Payments to acquire available-for-sale financial assets Proceeds from disposal of available-for-sale financial assets	2017 $ 3,122,067 310,239 3,552 43,667 (1,858) 22,782 (35,090) (27,610) 121,593 (49,204) (3,141) (15,050) 109 (38,384) (65) 186,671 (188,016) (910,358) 12,281 (590,366) (189,529) (42,662) 257,395 643,218 322,669 269,406 (43,652) (818) (9,729) 3,170,117 (420,756) 2,749,361 - 1,000 (556,000) 1,809,889	2016 $ 2,042,057 336,514 2,849 (4,675) (2,219) 42,052 (19,323) (52,101) 86,941 (61,979) (1,126) (2,442) - 16,619 (203) 39,114 19,252 (550,370) (38,953) (413,050) 7,361 (19,653) 35,622 626,284 (25,360) 193,355 60,819 (13,817) (7,406) 2,296,162 (295,067) 2,001,095 (229) - (650,000) 423,410

(Continued)

17 -

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

Payments to acquire debt investments with no active market Proceeds from disposal of debt investments with no active market Proceeds from disposal financial assets measured at cost Cash returned of capital reduction of financial assets measured at cost Payments to acquire investments accounted for using equity method Increase in prepayments for investments Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment (Increase) decrease in refundable deposits Payments to acquire intangible assets Net cash inflows (outflows) from business combination (Increase) decrease in other non-current assets Increase in prepayments for equipment Interest received Dividends received Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Increase in guarantee deposits Cash dividends paid Exercise of employee stock options Payments for buy-back of ordinary shares Interest paid Increase in non-controlling interests Proceeds from issuance of employee restricted shares Net cash used in financing activities EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2017 $ (522,222) - 2,552 23,111 - (6,489) (178,674) 20,592 (7,219) (3,158) 3,514 (66,735) (469,319) 39,690 71,834 162,366 281,772 900,000 (847,748) - (1,314,207) 79,128 (123) (42,109) 57,502 1,850 (883,935) (101,351) 1,926,441 3,149,970 $ 5,076,411	2016 $ - 163,274 1,521 9,587 (82,821) (20,000) (201,999) 29,306 19,791 - (56,249) 16,728 (891,976) 21,203 110,904 (1,107,550) (122,606) 770,000 (14,951) 3 (907,953) 80,049 - (39,795) 53,225 31,000 (151,028) (81,836) 660,681 2,489,289 $ 3,149,970

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

18 -

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Chroma ATE Inc.

Opinion

We have audited the financial statements of Chroma ATE Inc. (the “Corporation”), which comprise the balance sheets as of December 31, 2017 and 2016, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, 2017 and 2016, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Corporation in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2017. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters of the financial statements for the year ended December 31, 2017 are described as follows:

Impairment of Property, Plant and Equipment

In accordance with IAS 36 - Impairment of Asset, management assesses periodically whether there is any indication that property, plant and equipment may be impaired. If an indication of impairment exists, management considers the usage of the asset and industry condition to determine the recoverable amount of the cash-generating unit to which the asset belongs based on subjective judgment. Since the management’s evaluation of impairment and determination of the recoverable amount of an asset require management’s subjective judgements and assumptions, impairment of asset is deemed to be a key audit matter.

19 -

Management determined that there is no indication that the property, plant and equipment may be impaired based on the assessment of industry trend, market conditions, and the Corporation’s operation performance and financial status. We have performed the audit procedures, including reviewing the impairment assessment of property, plant and equipment prepared by the management and assessing the rationale of underlying information used, to evaluate the appropriateness of the impairment indication assessment performed by the management.

Other information related to property, plant and equipment is disclosed in Notes 5 and 13.

Evaluation of Write-down of Inventories

The Corporation’s inventories are primarily test instruments widely used in technology industries including power supply, passive components, semiconductor, LED, and solar energy. The Corporation adjusts the product portfolio in response to the rapid change in the market and business fluctuation. The market competition or technique replacement may result in the risk of inventories becoming unmarketable or prices slump due to lack of demand in the market. As stated in Note 5, inventory valuation includes the consideration of whether the test instruments are obsolete or unmarketable and the estimation of demand for the products in the future. Since the evaluation process involves material assumptions and estimations, the valuation of inventories is deemed to be a key audit matter.

We assessed the rationale of the Corporation’s policy on providing allowance for inventory valuation and obsolescence losses, and we tested the accuracy of inventory aging report. We also tested the recent selling prices and participated in annual inventory count to observe the condition of the inventories in order to evaluate the reasonableness of the inventory value.

Please refer to Note 11 to the financial statements for the details of the information about inventories.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Corporation’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee, are responsible for overseeing the Corporation’s financial reporting process.

20 -

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Corporation to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

21 -

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2017 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Cheng-Ming Lee and Wen-Chi Kuo.

Deloitte & Touche Taipei, Taiwan Republic of China February 22, 2018

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.

22 -

CHROMA ATE INC.

BALANCE SHEETS DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss - current (Note 7) Available-for-sale financial assets - current (Note 8) Notes receivable Notes receivable - related parties (Note 26) Trade receivables, net (Note 10) Trade receivables - related parties (Notes 10 and 26) Other receivables - related parties (Note 26) Inventories (Note 11) Prepayments Other current assets (Note 26) Total current assets NON-CURRENT ASSETS Available-for-sale financial assets - non-current (Note 8) Financial assets measured at cost - non-current (Note 9) Investments accounted for using equity method (Note 12) Property, plant and equipment (Notes 13 and 27) Goodwill (Note 14) Deferred tax assets (Note 21) Prepayments for land and equipment (Note 28) Refundable deposits Prepayments for investments Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 15) Notes payable (Note 26) Trade payables Trade payables - related parties (Note 26) Other payables (Note 17) Current tax liabilities (Note 21) Receipts in advance (Note 26) Current portion of long-term borrowings (Note 15) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 16) Long-term borrowings (Note 15) Deferred tax liabilities (Note 21) Net defined benefit liabilities (Note 18) Guarantee deposits received Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 19) Ordinary share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity TOTAL		2017 Amount % $ 2,046,071 11 31 - 832,314 4 4,776 - 794 - 843,458 5 2,250,031 12 160,609 1 1,862,318 10 100,866 - 111,241 1 8,212,509 44 268,582 1 167,914 1 4,358,436 23 1,789,099 10 94,424 1 163,714 1 3,501,726 19 2,335 - - - 960 - 10,347,190 56 $ 18,559,699 100 $ 300,000 2 3,790 - 1,372,241 7 34,519 - 721,008 4 167,807 1 61,593 - 1,200,000 7 16,129 - 3,877,087 21 99,703 - 900,000 5 294,229 2 157,432 1 569 - 1,451,933 8 5,329,020 29 4,118,942 22 3,187,289 17 1,896,570 10 86,888 - 3,988,838 22 5,972,296 32 (12,134) - (35,714) - 13,230,679 71 $ 18,559,699 100		2016
				Amount % $ 1,624,838 10 725 - 2,030,362 12 4,478 - 354 - 683,832 4 1,604,262 10 161,874 1 1,458,032 9 30,995 - 109,537 - 7,709,289 46 314,233 2 172,173 1 3,301,105 20 1,805,031 11 94,424 1 131,806 1 3,035,154 18 2,076 - 20,000 - 960 - 8,876,962 54 $ 16,586,251 100 $ - - 510 - 1,070,615 6 81,610 - 658,120 4 248,414 2 167,082 1 800,000 5 10,651 - 3,037,002 18 1,397,140 9 1,200,000 7 177,153 1 157,760 1 569 - 2,932,622 18 5,969,624 36 3,898,872 23 1,960,159 12 1,724,576 10 86,888 1 2,923,811 18 4,735,275 29 58,035 - (35,714) - 10,616,627 64 $ 16,586,251 100

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

23 -

CHROMA ATE INC.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Note 26) Sales Less: Sales returns Sales allowances Net operating revenue OPERATING COSTS (Notes 11, 20 and 26) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 20 and 26) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses OPERATING INCOME NON-OPERATING INCOME AND EXPENSES Finance costs (Note 20) Share of profit of subsidiaries, associates and joint ventures, net (Note 12) Interest income (Note 26) Rental income (Note 26) Dividend income Other income (Note 26) Losses on disposal of property, plant and equipment, net Gain on disposal of investments, net Valuation gain on financial assets (liabilities) at fair value through profit or loss, net (Note 16) Other expenses Exchange loss, net (Note 29) Total non-operating income and expenses		2017 Amount % $ 8,034,225 100 (13,935) - (2,284) - 8,018,006 100 (3,861,228) (48) 4,156,778 52 (39,916) (1) 4,116,862 51 771,907 10 500,298 6 1,085,279 13 2,357,484 29 1,759,378 22 (12,490) - 1,111,001 14 16,521 - 29,908 - 24,115 - 41,040 1 (106) - 13,792 - 539 - (33) - (117,951) (1) 1,106,336 14		2016
				Amount % $ 7,254,581 100 (18,534) - (2,732) - 7,233,315 100 (3,389,602) (47) 3,843,713 53 (80,134) (1) 3,763,579 52 651,576 9 449,079 6 936,526 13 2,037,181 28 1,726,398 24 (27,140) - 246,007 3 8,793 - 29,738 - 46,998 1 32,408 1 (3,387) - 2,431 - 2,884 - (29) - (57,580) (1) 281,123 4

(Continued)

24 -

CHROMA ATE INC.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 21) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Share of the other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for using equity method Item that may be reclassified subsequently to profit or loss Exchange differences on translating foreign operations Unrealized loss on available-for-sale financial assets Share of the other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for using equity method Total other comprehensive loss TOTAL COMPREHENSIVE INCOME EARNINGS PER SHARE (NT$; Note 22) Basic Diluted		2017 Amount % $ 2,865,714 36 307,313 4 2,558,401 32 (8,846) - 1,891 - (64,660) (1) (53,099) (1) (8,513) - (133,227) (2) $ 2,425,174 30 $6.41 $6.18		2016
				Amount % $ 2,007,521 28 287,586 4 1,719,935 24 (24,936) - (1,709) - (127,798) (2) (39,469) (1) (24,411) - (218,323) (3) $ 1,501,612 21 $4.53 $4.23

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

25 -

CHROMA ATE INC.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Amounts Per Share)

Ordinary Share Capital Capital Surplus BALANCE AT JANUARY 1, 2016 $ 3,791,699 $ 1,302,269 Appropriation of the 2015 earnings Legal reserve - - Cash dividends - NT$2.4 per share - - Other changes in capital surplus Change in capital surplus from investments in subsidiaries, associates and joint ventures accounted for using equity method - 27,978 Net profit for the year ended December 31, 2016 - - Other comprehensive income (loss) for the year ended December 31, 2016 - - Total comprehensive income (loss) for the year ended December 31, 2016 - - Conversion of convertible bonds 59,823 326,205 Adjustment of capital surplus for corporation's cash dividends received by subsidiaries - 4,545 Share-based payment transaction 47,350 299,162 BALANCE AT DECEMBER 31, 2016 3,898,872 1,960,159 Appropriation of the 2016 earnings Legal reserve - - Cash dividends - NT$3.3 per share - - Other changes in capital surplus Change in capital surplus from investments in subsidiaries, associates and joint ventures accounted for using equity method - (8,326 ) Net profit for the year ended December 31, 2017 - - Other comprehensive income for the year ended December 31, 2017 - - Total comprehensive income for the year ended December 31, 2017 - - Conversion of convertible bonds 201,515 1,101,453 Adjustment of capital surplus for corporation's cash dividends received by subsidiaries - 6,170 Share-based payment transaction 18,678 127,833 Buy-back of treasury shares - - Cancelation of treasury shares (123) - BALANCE AT DECEMBER 31, 2017 $ 4,118,942 $ 3,187,289		Retained Earnings	Total $ 3,952,185 - (910,200 ) - 1,719,935 (26,645) 1,693,290 - - - 4,735,275 - (1,314,425 ) - 2,558,401 (6,955) 2,551,446 - - - - - $ 5,972,296		Other Equity	Total Treasury Shares $ 399,665 $ (35,714 ) - - - - - - - - (191,678) - (191,678) - - - - - (149,952) - 58,035 (35,714 ) - - - - - - - - (126,272) - (126,272) - - - - - 56,103 - - (123 ) - 123 $ (12,134) $ (35,714)	Total Equity $ 9,410,104 - (910,200 ) 27,978 1,719,935 (218,323) 1,501,612 386,028 4,545 196,560 10,616,627 - (1,314,425 ) (8,326 ) 2,558,401 (133,227) 2,425,174 1,302,968 6,170 202,614 (123 ) - $ 13,230,679
					Exchange Differences on Unrealized Gain Translating (Loss) on Foreign Available-for-sale Unearned Operations Financial Assets Employee Benefit $ 127,968 $ 271,697 $ - - - - - - - - - - - - - (152,882) (38,796) - (152,882) (38,796) - - - - - - - - - (149,952) (24,914 ) 232,901 (149,952 ) - - - - - - - - - - - - (72,719) (53,553) - (72,719) (53,553) - - - - - - - - - 56,103 - - - - - - $ (97,633) $ 179,348 $ (93,849)
		Unappropriated Legal Reserve Special Reserve Earnings $ 1,600,920 $ 86,888 $ 2,264,377 123,656 - (123,656 ) - - (910,200 ) - - - - - 1,719,935 - - (26,645) - - 1,693,290 - - - - - - - - - 1,724,576 86,888 2,923,811 171,994 - (171,994 ) - - (1,314,425 ) - - - - - 2,558,401 - - (6,955) - - 2,551,446 - - - - - - - - - - - - - - - $ 1,896,570 $ 86,888 $ 3,988,838

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

26 -

CHROMA ATE INC.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation
Provision for bad debts expense
Net gain on fair value changes of financial assets (liabilities)
designated as at fair value through profit or loss
Finance costs
Interest income
Dividend income
Compensation costs of share-based payments
Share of profits of subsidiaries, associates and joint ventures
accounted for using equity method

Loss on disposal of property, plant and equipment
Gain on disposal of investments
(Reversal of impairment) impairment loss on non-financial
assets
Unrealized gain on the transactions with subsidiaries and
associates
Net loss on foreign currency exchange
Net changes in operating assets and liabilities
Notes receivable
Trade receivables
Inventories
Prepayments
Other current assets
Notes payable
Trade payables
Other payables
Receipts in advance
Other current liabilities
Net defined benefit liabilities

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 from disposal of available-for-sale financial assets

Proceeds from disposal of financial assets measured at cost
Cash returned of capital reduction of financial assets measured at
cost
Payments to acquire investments accounted for using equity
method
Increase in prepayments for investments
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits

2017
2016
$ 2,865,714
$ 2,007,521
168,141
157,159
36,000
11,000
(539)
(2,884)
12,490
27,140
(16,521)
(8,793)
(24,115)
(46,998)
121,593
86,618
(1,111,001)
(246,007)
106
3,387
(13,792)
(2,431)
(37,331)
8,500
39,916
80,134
137,192
52,244
(738)
5,872
(943,125)
(684,082)
(425,391)
(249,471)
(69,871)
20,839
(731)
2,969
3,280
475
271,543
586,054
60,306
196,817
(105,489)
138,971
5,478
(5,864)
(9,174)

(7,457)
963,941
2,131,713
(302,752)

(156,902)
661,189
1,974,811
(476,000)
(600,000)
1,678,988
400,910
2,552
1,521
23,111
9,587
(217,858)
(225,749)
-
(20,000)
(71,611)
(32,068)
3,875
7,046
(259)
(133)
(Continued)

27 -

CHROMA ATE INC.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

(Increase) decrease in other receivables - related parties Decrease in other non-current assets Increase in prepayments for equipment Interest received Dividends received Net cash generated from (used in) investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Increase in guarantee deposits Cash dividends paid Exercise of employee stock options Payments for buy-back of ordinary shares Interest paid Proceeds from issuance of employee restricted shares Net cash used in 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 AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2017 $ (10,108) - (465,376) 17,189 181,175 665,678 300,000 900,000 (800,000) - (1,314,425) 79,128 (123) (30,440) 1,850 (864,010) (41,624) 421,233 1,624,838 $ 2,046,071	2016 $ 5,594 8,006 (976,731) 7,905 353,099 (1,061,013) (100,000) 770,000 - 3 (910,200) 80,049 - (25,245) 31,000 (154,393) (13,459) 745,946 878,892 $ 1,624,838

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

28 -

ATTACHMENT 5

Chroma Ate Inc. Profit Allocation Proposal For Year ended December 31, 2017

	Unit: NT$
Undistributed Earnings of Previous Year	$ 1,437,389,982
Retain earnings adjustments due to long term investments	1,891,619
Accrued pension costs under retain earnings	(8,846,199)
Adjusted undistributed Earnings	1,430,435,402
Plus: Net Income 2017	2,558,401,816
Less: 10% Legal Reserve	(255,840,182)
Earnings in 2017 Available for Distribution	3,732,997,036
Distribution Item:
Cash Dividends to Common Share Holders (NT$4.5 per Share)	(1,854,424,062)
Unappropriated Retained Earnings	1,878,572,974

Note:

Net Income of 2017 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

29 -

ATTACHMENT 6

Comparison Table for the “Amendments to Articles of Incorporation”

Article	After Revision	Before Revision	Explanation
2	The scope of business of the Corporation shall be as follow: 1. CC01110 Computers and computing peripheral equipments manufacturing. 2. F113050 Wholesale of computing and business machinery equipment. 3. F213030 Retail sale of computing and business machinery equipment. 4. E605010 Computing equipment installation construction. 5. CC01080 Electronic parts and components manufacturing. 6. F119010 Wholesale of electronic materials. 7. F219010 Retail sale of electronic materials. 8. JA02010 Household electrical appliances repair shops. 9. CC01120 Data storage media manufacturing and duplicating. 10. F118010 Wholesale of computer software. 11. F218010 Retail sale of computer software. 12. I301010 Software design services. 13. CE01010 Precision instruments manufacturing. 14. F113030 Wholesale of precision instruments. 15. F213040 Retail sale of precision instruments. 16. EZ05010 Apparatus installation construction. 17. CC01060 Wired communication equipment and apparatus manufacturing. 18. CC01070 Telecommunication equipment and apparatus manufacturing. 19. CC01101 Restrained telecom radio frequency equipments and materials manufacturing. 20. F401021 Restrained telecom radio frequency equipments and materials import. 21. F401010 International trade. 22. CB01010 Machinery and equipment manufacturing.	The scope of business of the Corporation shall be as follow: 1. CC01110 Computers and computing peripheral equipments manufacturing. 2. F113050 Wholesale of computing and business machinery equipment. 3. F213030 Retail sale of computing and business machinery equipment. 4. E605010 Computing equipment installation construction. 5. CC01080 Electronic parts and components manufacturing. 6. F119010 Wholesale of electronic materials. 7. F219010 Retail sale of electronic materials. 8. JA02010 Household electrical appliances repair shops. 9. CC01120 Data storage media manufacturing and duplicating. 10. F118010 Wholesale of computer software. 11. F218010 Retail sale of computer software. 12. I301010 Software design services. 13. CE01010 Precision instruments manufacturing. 14. F113030 Wholesale of precision instruments. 15. F213040 Retail sale of precision instruments. 16. EZ05010 Apparatus installation construction. 17. CC01060 Wired communication equipment and apparatus manufacturing. 18. CC01070 Telecommunication equipment and apparatus manufacturing. 19. CC01101 Restrained telecom radio frequency equipments and materials manufacturing. 20. F401021 Restrained telecom radio frequency equipments and materials import. 21. F401010 International trade. 22. CB01010 Machinery and equipment manufacturing.	Added business items.

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	23. CE01030 Photographic and optical equipment manufacturing. 24. CF01011 Medical materials and equipment manufacturing. 25. F113070 Wholesale of telecom instruments. 26. F213060 Retail sale of telecom instruments. 27. H701040 Specialized field construction 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. F108031 Medical equipment wholesale. 35. F208031 Medical equipment retail. 36. All businesses that are not prohibited or restricted by laws and regulations other than those requiring special permits.	23. CE01030 Photographic and optical equipment manufacturing. 24. CF01011 Medical materials and equipment manufacturing. 25. F113070 Wholesale of telecom instruments. 26. F213060 Retail sale of telecom instruments. 27. H701040 Specialized field construction 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.
36	…… The thirtieth amendment is made on 10 June, 2015. The 31stamendment is made on 7 June, 2016. The 32ndamendment is made on 8 June, 2017. The 33rdamendment is made on 8 June, 2018.	…… The thirtieth amendment is made on 10 June, 2015. The 31stamendment is made on 7 June, 2016. The 32ndamendment is made on 8 June, 2017.	The shareholders’ meeting date shall be the date of these amendments.

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APPENDIX 1 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

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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 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.

A shareholder who exercises his voting right in the way of electronic transmission shall be deemed to have attended the shareholders’ meeting in person.

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 Audit Committee

Article 20

The Company shall establish the Board of Directors constituted by five (5) to seven (7) directors. 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 shall be three (3) years, and all Directors 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 three independent directors. The directors (including independent directors) shall be elected from among the nominees listed in the roster of director 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, a special meeting of shareholders shall be convened to elect directors 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 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 Corporation. If necessary, Chairman may appoint numbers of consultant as resolute by the Board of Directors.

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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 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 urgent 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 established Audit Committee will be constituted by all the independent directors and replace the duty of supervisors.

Article 28

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The Audit Committee or the members of Audit Committee shall be responsible for those responsibilities specified under the ROC Company Law, Securities and Exchange Law and other relevant regulations.

Article 29

The remuneration to the directors shall be determined by the Board of Directors in consideration of the directors’ 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 Audit Committee 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.

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. Employee bonuses and remuneration for directors should be presented in the shareholders’ meeting for a resolution.

The Company shall make up losses for preceding years before above mentioned payments are made.

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Article 34-1

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 is surplus 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. The Company adopts a dividend distribution policy whereby only surplus profits of the Company 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. The twentieth-third amendment was made on 18 May, 2005. The twentieth-four amendment was made on 16 May, 2006.

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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. The 31[st] amendment is made on 7 June, 2016. The 32[nd] amendment is made on 8 June, 2017.

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APPENDIX 2 Chroma Ate Inc.

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 resolved.
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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 Shareholdings of all Directors

			Book Closure Date: April 10th2018	Book Closure Date: April 10th2018	Book Closure Date: April 10th2018	Book Closure Date: April 10th2018
Title	Name	Date Elected	Shareholding when Elected		Current Shareholding
			Shares	%	Shares	%
Chairman	Leo,Huang	2017.06.08	23,419,897	5.78%	20,443,897	4.94%
Independent Director	Quincy, Lin	2017.06.08	0	0	0	0
Independent Director	Tsung-Ming, Chung	2017.06.08	0	0	0	0
Independent Director	Tai-Jen George, Chen	2017.06.08	0	0	0	0
Director	Ishih,Tseng	2017.06.08	383,548	0.09%	393,548	0.10%
Director	Tsun-I,Wang	2017.06.08	19,339	0	19,339	0
Director	Chi-Jen Chou	2017.06.08	0	0	0	0

Note:

Total issued shares: 414,079,105 shares on April 10, 2018.
As required under the article 2 of Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies, the Company has elected more than 2 independent directors, the share ownership figures calculated at the rates set forth in the preceding paragraph for all directors other than the independent directors and shall be decreased by 80 percent.
The minimum required combined shareholding of all directors by law: 16,000,000 shares.
The minimum required combined shareholding of all supervisors by law: N/A (replaced by established Audit Committee).
The combined shareholding of all directors on the book closure date is 20,856,784 shares which have meet the minimum required combined shareholding.
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AI assistant

CHROMA — AGM Information 2018

52029_rns_2018-06-14_50b05983-b270-4c55-98e0-15ae7f910efe.pdf

CHROMA ATE INC.

2018 Annual General Shareholders’ Meeting Meeting Agenda (Translation)

CHROMA ATE INC.

Meeting Agenda for the 2018 Annual General Shareholders’ meeting

Table of Contents

Attachments

CHROMA ATE INC.

Procedures for the 2018 Annual General Shareholders’ Meeting

CHROMA ATE INC.

2018 Annual General Shareholders’ Meeting Agenda

3. Report 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 2017

ATTACHMENT 4

Independent Auditors’ Report and Financial Statements

Opinion

Basis for Opinion

Key Audit Matters

Impairment of Property, Plant and Equipment

Evaluation of Write-down of Inventories

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

CHROMA ATE INC. AND SUBSIDIARIES

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHROMA ATE INC. AND SUBSIDIARIES

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Impairment of Property, Plant and Equipment

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Auditors’ Responsibilities for the Audit of the Financial Statements

Notice to Readers

CHROMA ATE INC.

BALANCE SHEETS DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

CHROMA ATE INC.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHROMA ATE INC.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHROMA ATE INC.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars, Except Amounts Per Share)

CHROMA ATE INC.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

CHROMA ATE INC.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (In Thousands of New Taiwan Dollars)

ATTACHMENT 5

Chroma Ate Inc. Profit Allocation Proposal For Year ended December 31, 2017

Note:

ATTACHMENT 6

Comparison Table for the “Amendments to Articles of Incorporation”

APPENDIX 1

Chroma Ate Inc. Articles of Incorporation

Chapter One General Provisions Article 1

Article 2

Article 3

Article 4

Article 5

Article 6

CHROMA AGM Information 2018