CHROMA - AGM Information 2019 | FinancialReports.eu

Ticker Number: 2360

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CHROMA ATE INC.

2019 Annual General Shareholders’ Meeting Meeting Agenda (Translation)

Date: 9:00am June 18, 2019 Venue: 66 Huaya 1st Road, Guishan, Taoyuan, Taiwan

CHROMA ATE INC.

Meeting Agenda for the 2019 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 2018........................................................ 8 (4) Independent Auditors’ Report and Financial Statements ...................................................... 9 (5) Profit Allocation Proposal ..................................................................................................... 31 (6) Comparison Table for the “Amendments to Articles of Incorporation” ............................ 32 (7) Comparison Table for the “Amendments to Operating Procedures of Acquisition or Disposal of Assets” .............................................................................................................. 34 (8) Comparison Table for the “Amendments to Procedures for Financial Derivatives Transactions” ....................................................................................................................... 44

Appendix

(1) Articles of Incorporation ....................................................................................................... 46 (2) Operating Procedures of Acquisition or Disposal of Assets ................................................. 54 (3) Procedures for Financial Derivatives Transactions ............................................................... 63 (4) Rules and Procedures of Shareholders’ meeting ................................................................. 67 (5) Shareholdings of all directors ............................................................................................... 69

CHROMA ATE INC.

Procedures for the 2019 Annual General Shareholders’ Meeting

Call Meeting to order
Chairman’s statements
Report items
Acknowledgement items
Discussion items
Special motions
Meeting adjourned

CHROMA ATE INC.

2019 Annual General Shareholders’ Meeting Agenda

Time: 9:00am, June 18, 2019

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

1. Call meeting to order

2. Chairman’s statements

3. Report Items:

(1) To report the business of 2018
(2) Audit Committee’s review report
(3) To report the distribution of employee bonus and directors’ remunerations

(4) Itemized List of Endorsements and Guarantees in 2018

4. Acknowledgement Items:

(1) To accept 2018 Business Report and Financial Statements
(2) To approve the proposal for distribution of 2018 profits

5. Discussion Items

(1) Discussion of Amendments to Articles of Incorporation
(2) Discussion of Amendments to Operating Procedures of Acquisition or Disposal of Assets
(3) Discussion of Amendments to Procedures for Financial Derivatives Transactions

6. Special Motion

7. Meeting Adjourned

Report Items

To report the business of 2018
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 and directors’ remunerations Explanatory Notes:
(1) According to the resolutions of Company’s board of directors on 2/21 2019, the year 2018 employee bonus and directors’ remunerations will be all paid in cash.
(2) The employees’ bonus was NTD 240,000,000 and directors’ remuneration was NTD 9,600,000.
To report the List of Endorsements and Guarantees in 2018
Explanatory Notes: As end of December 31, 2018, please refer to attachment (3) for the details of endorsements and Guarantees

Acknowledgement Items

Acknowledge the 2018 Business Report and Financial Statements (Proposed by the Board of Directors)

Explanation:

(1) Chroma 2018 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 2018 Earnings Distribution (Proposed by the Board of Directors)

Explanation:

(1) The proposal of 2018 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 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$4.2. 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 2018 Profit Allocation Proposal is attached hereto as Attachment (5).
(5) Please accept the aforementioned proposal of 2018 earnings distribution.

Discussion Items

Discussion of Amendments to Articles of Incorporation (Proposed by Board of Directors) Explanation:
(1) In order to comply with the amendments to company act, Here to propose to amend the Articles of Incorporation.
(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.
Discussion of Amendments to Operating Procedures of Acquisition or Disposal of Assets (Proposed by Board of Directors) Explanation:
(1) In order to comply with the amendments to the Regulations Governing the Acquisition and disposal of Assets by Public Companies announced by the Financial Supervisory Commission. Here to propose to amend the Operating Procedures of Acquisition or Disposal of Assets.
(2) The Comparison Table for the “Amendments to Operating Procedures of Acquisition or Disposal of Assets” is attached hereto as Attachment (7).
(3) The proposed amendments are submitted for discussion.
Discussion of Amendments to Procedures for Financial Derivatives Transactions (Proposed by Board of Directors) Explanation:
(1) In order to comply with the amendments to the Regulations Governing the Acquisition and disposal of Assets by Public Companies announced by the Financial Supervisory Commission. Here to propose to amend the Procedures for Financial Derivatives Transactions.
(2) The Comparison Table for the “Amendments to Procedures for Financial Derivatives Transactions” is attached hereto as Attachment (8).
(3) The proposed amendments are submitted for discussion.

Special Motion

Meeting Adjourned

ATTACHMENT 1

Business Report

The global economy begins to slow down from second half of year 2018. The trade war between US and China has been a great source of uncertainty for market. Several Chinese manufacturing companies were moving abroad to outside of China, which slow down the capacity expansion plan and reduce capital spending. The Company’s sales revenues of testing equipment business in 2018 were weakened due to the US-China Trade War impact. Chroma ATE Inc. the consolidated sales revenues in year 2018 was NTD 16.9 billion, while the parent company sales revenues were 7.5 billion, with net income of 2.5 billion equals to earnings per share of NTD 6.22.

In year 2018, Chroma consolidated testing equipment business was declined 1%. The test instruments & automatic testing system sector was increased by 4%, due to the demand of high power testing equipment from EV related components / modules and battery cell / pack testing remain strong. However, the semiconductor / photonics testing solution were declined 23%, mainly due to IC market headwinds demand decreased. For other consolidated entity MAS automation business was outstanding performance, presented a sales growth of 92%, which the consolidated sales revenues in 2018 to grow 14% year-on-year. Other consolidated financial ratio stated as below:

Financial Performance for Year 2017 ~ 2018

Items		2018	2017
Capital Structure Analysis (%)	Debt Ratio (%)	36.69	38.85
	Long-term Fund to Fixed Assets Ratio (%)	508.27	566.49
Liquidity Analysis (%)	Current Ratio (%)	221.54	203.76
	Quick Ratio (%)	163.98	161.87
Profitability Analysis (%)	Return on Total Assets (%)	11.37	12.68
	Return on Equity Attributable to Shareholders of the Parent(%)	18.42	21.46
	Net Profit Margin (%)	15.04	17.17

Look forward to year 2019, US trade protectionism policy appreciated US market, but global economy uncertainty remains from US-China Trade War. To face wakening global economy headwinds and fast market turnover, we expect to adopt following strategies to commit a good sales growth and returns to our shareholders.

Increasing North America market penetration and sales force.
Close attention on Southeast Asia market development due to China supply chain moving abroad.
Active development of related testing equipment needs for megatrend of AI, 3D Imaging Sensing and 5G communication.

ATTACHMENT 2

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2018 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 14 of Securities and Exchange Act and Article 219 of the Company law, we hereby submit this report.

Chroma Ate Inc.

Convener of Audit Committee: Tsung-Ming Chung

March 7[th] , 2019

ATTACHMENT 3

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars or Foreign Currency, Unless Stated Otherwise)

No.	Endorser/ Guarantor	Endorsee/Guarantee	Endorsee/Guarantee	Limits on Endorsement/ Guarantee Given on Behalf of Each Party (Note 1)	Maximum Amount Endorsed/Gua ranteed During the Period	Outstanding Endorsement/ Guarantee at the End of the Period	Actual Borrowing Amount	Amount Endorsed/Gua ranteed by Collateral	Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements	Aggregate Endorsement Guarantee Limit (Note 2)	Endorsement/ Guarantee Given by Parent on Behalf of Subsidiaries	Endorsement/ Guarantee Given by Subsidiaries on Behalf of Parent	Endorsement/ Guarantee Given on Behalf of Companies in Mainland China
		Name	Relationship
0	The Corporation	Chroma Japan Corp. Chroma ATE Europe B.V. Chroma ATE Inc. Sajet System Technology (Suzhou) Co., Ltd. Chroma Electronics (Shanghai) Co., Ltd. Chroma Electronics (Shenzhen) Co., Ltd. Chroma ATE (Suzhou) Co., Ltd. Quantel Private Ltd.	Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary	$ 2,161,503 2,161,503 2,161,503 2,161,503 2,161,503 2,161,503 2,161,503 2,161,503	$ 34,100 52,800 61,430 22,360 44,720 44,720 89,440 44,960	$ 34,100 52,800 61,430 22,360 44,720 44,720 89,440 44,960	$ 5,560 - 61,430 - - - 5,417 -	$ - - - - - - - -	0.24% 0.37% 0.43% 0.16% 0.31% 0.31% 0.62% 0.31%	$ 4,323,006 4,323,006 4,323,006 4,323,006 4,323,006 4,323,006 4,323,006 4,323,006	Y Y Y Y Y Y Y Y	- - - - - - - -	- - - Y Y Y Y -

Note 1:According to Regulation of the “Procedures for Endorsement/Guarantee and lending of Funds”, the Corporation limits the endorsement/guarantee amount on each entity to (a) within 15% of the net value of the Corporation and (b) the capital issued of the entity endorsed/guaranteed, but 100% held subsidiary is not limited by the regulation. Note 2:According to Regulation of the “Procedures for Endorsement/Guarantee and Lending of Funds”, the Corporation limits the endorsement/guarantee amount within the 30% of the net value of the Corporation. Note 3:The amounts listed in columns were translated into New Taiwan dollars at the exchange rate of US$1=NT$30.715, JPY1=NT$0.278, RMB1=NT$4.472, EUR1=NT$35.200, SGD1=NT$22.480 as of December 28, 2018.

ATTACHMENT 4 Independent Auditors’ Report and Financial Statements

INDEPENDENT AUDITORS’ REPORT

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, 2018 and 2017, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, 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, 2018 and 2017, and its consolidated financial performance and its consolidated cash flows for the years then ended, 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, 2018. 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, 2018 are stated as follows:

Impairment of Trade Receivables

As indicated in Notes 5 and 13, trade receivables are significant accounts in the consolidated balance sheet of the Group. The process of evaluating impairment loss involves subjective judgement for uncollectible accounts. The management recognizes lifetime Expected Credit Loss (i.e. ECL) for trade receivables under the regulations of IFRS 9. The above evaluation involves the impacts of the management’s subjective judgements and assumptions of credit risks, thus we consider the impairment of trade receivables as a key audit matter.

We assessed the rationale of the Group’s policy on providing allowance for trade receivables, tested the impairment rate of ECL, inspected individual overdue receivables and made inquiries for related reasons, to draw a conclusion on ECL of trade receivables.

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 15 of the consolidated financial statements for the details of the information about inventories.

Other Matter

We have also audited the parent company only financial statements of Chroma ATE Inc. as of and for the years ended December 31, 2018 and 2017 on which we have issued an unmodified opinion.

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, 2018 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 21, 2019

Notice to Readers

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

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

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CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2018 AND 2017 (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 10) Financial assets at amortized cost - current (Notes 9 and 36) Contract assets - current (Note 27) Debt investments with no active market - current (Notes 12 and 36) Notes receivable (Note 13) Trade receivables - unrelated parties (Note 13) Trade receivables - related parties (Notes 13 and 35) Construction contracts receivable (Note 14) Inventories (Note 15) Prepayments Other current assets (Note 35) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Note 7) Financial assets at fair value through other comprehensive income - non-current (Note 8) Available-for-sale financial assets - non-current (Note 10) Financial assets measured at cost - non-current (Note 11) Investments accounted for using equity method (Note 17) Property, plant and equipment (Notes 18 and 36) Investment properties (Note 19) Goodwill (Note 20) Other intangible assets (Note 21) Deferred tax assets (Note 29) Prepayments for land and equipment (Note 38) Refundable deposits Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 22 and 36) Contract liabilities - current (Note 27) Notes payable - unrelated parties Notes payable - related parties (Note 35) Trade payables - unrelated parties Trade payables - related parties (Note 35) Construction contracts payable (Note 14) Other payables (Note 24) Current tax liabilities Receipts in advance (Note 14) Current portion of long-term borrowings (Notes 22 and 36) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 23) Long-term borrowings (Notes 22 and 36) Deferred tax liabilities (Note 29) Net defined benefit liabilities (Note 25) Guarantee deposits received Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 26) 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		2018 Amount % $ 2,923,957 13 1,345,944 6 - - 418,886 2 845,164 4 - - 96,163 - 4,686,789 20 51,818 - - - 2,416,814 10 175,801 1 269,937 1 13,231,273 57 6,807 - 618,271 3 - - - - 649,709 3 3,389,889 15 3,137,187 13 227,961 1 46,134 - 250,150 1 1,082,451 5 466,748 2 95,884 - 9,971,191 43 $ 23,202,464 100 $ 807,348 4 888,333 4 132,773 1 14,556 - 2,404,279 10 8,953 - - - 1,258,976 5 410,208 2 93 - 13,240 - 33,754 - 5,972,513 26 - - 1,954,021 8 424,561 2 160,054 1 966 - 2,539,602 11 8,512,115 37 4,167,794 18 3,469,637 15 2,152,411 9 86,888 - 4,555,760 20 6,795,059 29 13,244 - (35,714) - 14,410,020 62 280,329 1 14,690,349 63 $ 23,202,464 100		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 - 101,972 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

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, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET OPERATING REVENUE (Notes 14, 27 and 35) OPERATING COSTS (Notes 15, 28 and 35) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES AND JOINT VENTURES REALIZED GAIN ON TRANSACTIONS WITH ASSOCIATES AND JOINT VENTURES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 28 and 35) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Finance costs (Note 28) Share of profits of associates and joint ventures (Note 17) Interest income Dividend income Other income (Note 35) (Loss) gain on disposal of property, plant and equipment, net Gain on disposal of investments Net foreign exchange gain (loss) (Note 39) Gain on financial assets (liabilities) at fair value through profit or loss, net Other expenses Impairment loss on financial assets Total non-operating income and expenses PROFIT BEFORE INCOME TAX		2018 Amount % $ 16,931,128 100 9,472,788 56 7,458,340 44 (47) - - - 7,458,293 44 2,010,963 12 1,153,144 7 1,254,553 7 4,418,660 26 3,039,633 18 (31,768) - 48,015 - 41,793 - 24,146 - 102,784 1 (5,510) - - - 97,928 1 6,571 - (15,502) - - - 268,457 2 3,308,090 20		2017
				Amount % $ 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 (22,782) - 49,204 1 35,090 - 27,610 - 104,755 1 3,141 - 15,050 - (133,637) (1) 1,858 - (1,194) - (109) - 78,986 1 3,122,067 21

(Continued)

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CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

INCOME TAX EXPENSE (Note 29) 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 Unrealized gain on investments in equity investments designated as at fair value through other comprehensive income 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 the financial statements of foreign operations Unrealized loss on available-for-sale financial assets Share of the other comprehensive loss of associates and joint ventures accounted for using equity method Total other comprehensive income (loss) TOTAL COMPREHENSIVE INCOME NET PROFIT (LOSS) ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests		2018 Amount % 760,911 5 2,547,179 15 (4,794) - 12,847 - (521) - (3,035) - - - (1,010) - 3,487 - $ 2,550,666 15 $ 2,546,275 15 904 - $ 2,547,179 15 $ 2,546,584 15 4,082 - $ 2,550,666 15		2017
				Amount % 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

(Continued)

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CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

EARNINGS PER SHARE (NT$; Note 30) Basic Diluted	2018 Amount % $ 6.22 $ 6.08	2017
		Amount % $ 6.41 $ 6.18

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, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

	Equity Attributab	le to Owners of the Corporation	le to Owners of the Corporation
Ordinary Share Capital Capital Surplus $ 3,898,872 $ 1,960,159 - - - - - (8,326 ) - - - - - - 201,515 1,101,453 - - (123 ) - - 6,170 18,678 127,833 - - 4,118,942 3,187,289 - - 4,118,942 3,187,289 - - - - - (267 ) - - - - - - 16,141 84,486 - - (840 ) - - 8,572 - - 33,551 189,557 - - - - - - $ 4,167,794 $ 3,469,637	Retained Earnings	Total $ 4,735,275 - (1,314,425 ) - 2,558,401 (6,955) 2,551,446 - - - - - - 5,972,296 135,130 6,107,426 - (1,854,424 ) - 2,546,275 (5,322) 2,540,953 - - - - (2,107 ) - - 4,241 (1,030) $ 6,795,059		Other Equity
			Exchange Differences on Translating the Financial Statements of Foreign Operations A $ (24,914 ) - - - - (72,719) (72,719) - - - - - - (97,633 ) - (97,633) - - - - (7,239) (7,239) - - - - - - - - - $ (104,872)	Unrealized Gain (Loss) from Unrealized Gain (Loss) on Financial Assets at Fair Value Through Other vailable-for- sale Financial Assets Comprehensive Income Un $ 232,901 $ - - - - - - - - - (53,553) - (53,553) - - - - - - - - - - - - - 179,348 - (179,348) 151,864 - 151,864 - - - - - - - - - 12,870 - 12,870 - - - - - - - - - - - - - - - (4,241 ) - - $ - $ 160,493	earned Employee Benefit $ (149,952 ) - - - - - - - - - - 56,103 - (93,849 ) - (93,849) - - - - - - - - - - - 51,472 - - - $ (42,377)
	Legal Reserve Special Reserve Unappropriated Earnings $ 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 - - 135,130 1,896,570 86,888 4,123,968 255,841 - (255,841 ) - - (1,854,424 ) - - - - - 2,546,275 - - (5,322) - - 2,540,953 - - - - - - - - - - - - - - (2,107 ) - - - - - - - - 4,241 - - (1,030) $ 2,152,411 $ 86,888 $ 4,555,760

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

17 -

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit loss recognized on trade receivables (provision for bad debt expense) Net gain on financial assets (liabilities) 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 Loss (gain) on disposal of property, plant and equipment, net Gain on disposal of investments Impairment loss on financial assets Impairment loss (reversal of impairment) on non-financial assets Unrealized gain on transactions with associates and joint ventures Realized gain on transactions with associates and joint ventures Net (gain) loss on foreign currency exchange Net changes in operating assets and liabilities Contract assets Notes receivable Trade receivables Construction contracts receivable Inventories Prepayments Other current assets Contract liabilities Notes payable Trade payables Construction contracts payable 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	2018 $ 3,308,090 308,923 6,491 8,899 (6,571) 31,768 (41,793) (24,146) 78,596 (48,015) 5,510 - - 22,933 47 - (90,474) (642,629) 153,622 (937,810) - (107,544) 90,143 (91,806) 335,806 (168,462) (209,964) - 95,036 (247,029) 3,478 (10,566) 1,822,533 (556,746) 1,265,787	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

(Continued)

18 -

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Payments to acquire financial assets at fair value through other
comprehensive income
Cash returned of capital reduction of financial assets at fair value
through other comprehensive income
Decrease in financial assets at amortized cost
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
Payments to acquire 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
Increase in prepayments for investments
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Payments to acquire intangible assets
Net cash inflows from business combination
Decrease (increase) in other non-current assets
Increase in prepayments for equipments

Interest received
Dividends received

Net cash (used in) generated from investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Increase 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

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF
CASH HELD IN FOREIGN CURRENCIES

2018
2017
(67,800)
-
5,262
-
479,482
-
(1,989,000)
-
1,701,003
1,000
-
(556,000)
-
1,809,889
-
(522,222)
-
2,552

-
23,111
-
(6,489)
(135,775)
(178,674)
13,877
20,592
(439,309)
(7,219)
(2,850)
(3,158)
8,477
3,514
1,703
(66,735)
(1,517,801)
(469,319)
47,292
39,690
60,899

71,834
(1,834,540)

162,366
332,835
281,772
900,000
900,000
(1,216,046)
(847,748)
128
-
(1,851,804) (1,314,207)
195,755
79,128
(840)
(123)
(41,034)
(42,109)
49,669
57,502
-

1,850
(1,631,337)

(883,935)
47,636

(101,351)
(Continued)

19 -

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

NET (DECREASE) 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	2018 (2,152,454) 5,076,411 $ 2,923,957	2017 1,926,441 3,149,970 $ 5,076,411

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

20 -

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, 2018 and 2017, 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, 2018 and 2017, 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, 2018. 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, 2018 are described as follows:

Impairment of Trade Receivables

As indicated in Notes 5 and 11, trade receivables are significant accounts in the balance sheet of Chroma ATE Inc. The process of evaluating impairment loss involves subjective judgement for uncollectible accounts. The management recognizes lifetime Expected Credit Loss (i.e. ECL) for trade receivables under the regulations of IFRS 9. The above evaluation involves the impacts of the management’s subjective judgements and assumptions of credit risks, thus we consider the impairment of trade receivables as a key audit matter.

21 -

We assessed the rationale of the Corporation’s policy on providing allowance for trade receivables, tested the impairment rate of ECL, inspected individual overdue receivables and made inquiries for related reasons, to draw a conclusion on ECL of trade receivables.

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 12 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.

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.

22 -

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.

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, 2018 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.

23 -

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 21, 2019

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.

24 -

CHROMA ATE INC.

BALANCE SHEETS DECEMBER 31, 2018 AND 2017 (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 9) Notes receivable - unrelated parties (Note 11) Notes receivable - related parties (Notes 11 and 29) Trade receivables - unrelated parties (Note 11) Trade receivables - related parties (Notes 11 and 29) Other receivables - related parties (Note 29) Inventories (Note 12) Prepayments Other current assets (Note 29) Total current assets NON-CURRENT ASSETS Financial assets at fair value through profit or loss - non-current (Note 7) Financial assets at fair value through other comprehensive income - non-current (Note 8) Available-for-sale financial assets - non-current (Note 9) Financial assets measured at cost - non-current (Note 10) Investments accounted for using equity method (Note 13) Property, plant and equipment (Notes 14, 30 and 32) Investment properties (Notes 15 and 32) Goodwill (Note 16) Deferred tax assets (Note 24) Prepayments for land and equipment (Note 32) Refundable deposits Other non-current assets Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 17) Contract liabilities - current (Note 22) Notes payable (Note 29) Trade payables - unrelated parties Trade payables - related parties (Note 29) Other payables (Note 19) Current tax liabilities (Note 24) Receipts in advance Current portion of long-term borrowings (Note 17) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Bonds payable (Note 18) Long-term borrowings (Note 17) Deferred tax liabilities (Note 24) Net defined benefit liabilities (Note 20) Guarantee deposits received Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 21) Ordinary share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity TOTAL		2018 Amount % $ 915,899 5 951,456 5 - - 9,613 - 194 - 821,676 4 1,760,760 9 162,607 1 1,897,485 10 47,177 - 73,292 - 6,640,159 34 6,807 - 613,836 3 - - - - 5,082,361 26 2,493,620 13 3,137,187 16 94,424 1 170,635 1 1,082,451 6 5,405 - - - 12,686,726 66 $ 19,326,885 100 $ 630,000 3 31,014 - 105 - 979,904 5 12,787 - 667,068 4 214,898 1 - - - - 15,961 - 2,551,737 13 - - 1,800,000 9 412,043 2 152,393 1 692 - 2,365,128 12 4,916,865 25 4,167,794 22 3,469,637 18 2,152,411 11 86,888 - 4,555,760 24 6,795,059 35 13,244 - (35,714) - 14,410,020 75 $ 19,326,885 100		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

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

25 -

CHROMA ATE INC.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 22 and 29) Sales Less: Sales returns Sales allowances Net operating revenue OPERATING COSTS (Notes 12, 23 and 29) GROSS PROFIT UNREALIZED GAIN ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 23 and 29) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Finance costs (Note 23) Share of profit of subsidiaries, associates and joint ventures, net (Note 13) Interest income (Note 29) Rental income (Note 29) Dividend income Other income (Note 29) Gain (loss) on disposal of property, plant and equipment, net Gain on disposal of investments Net foreign exchange gain (loss) (Note 33) Gain on financial assets (liabilities) at fair value through profit or loss, net (Note 18) Other expenses Total non-operating income and expenses		2018 Amount % $ 7,551,259 100 (2,714) - (1,705) - 7,546,840 100 (3,619,263) (48) 3,927,577 52 (10,857) - 3,916,720 52 788,086 11 471,125 6 1,143,397 15 2,402,608 32 1,514,112 20 (21,760) - 1,222,318 16 8,903 - 18,327 - 22,880 1 72,902 1 1 - - - 84,517 1 6,493 - (85) - 1,414,496 19		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 - (117,951) (1) 539 - (33) - 1,106,336 14

(Continued)

26 -

CHROMA ATE INC.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 24) 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 Unrealized gain on investments in equity investments designated as at fair value through other comprehensive income Share of the other comprehensive income (loss) of subsidiaries, associates and joint ventures accounted for using equity method Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Unrealized loss on available-for-sale financial assets Share of the other comprehensive loss of subsidiaries, associates and joint ventures accounted for using equity method Total other comprehensive income (loss) TOTAL COMPREHENSIVE INCOME EARNINGS PER SHARE (NT$; Note 25) Basic Diluted		2018 Amount % 2,928,608 39 382,333 5 2,546,275 34 (4,618) - 16,832 - (4,666) - (6,229) - - - (1,010) - 309 - $ 2,546,584 34 $ 6.22 $ 6.08		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

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

27 -

CHROMA ATE INC.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2017 Appropriation of the 2016 earnings Legal reserve Cash dividends - NT$3.3 per share Change in capital surplus from investments in subsidiaries, associates and joint ventures accounted for using equity method Net profit for the year ended December 31, 2017 Other comprehensive income (loss) for the year ended December 31, 2017 Total comprehensive income (loss) for the year ended December 31, 2017 Conversion of convertible bonds Buy-back of treasury shares Cancelation of treasury shares Adjustment of capital surplus for corporation's cash dividends received by subsidiaries Share-based payment transaction BALANCE AT DECEMBER 31, 2017 Effect of retrospective application and retrospective restatement BALANCE AT JANUARY 1, 2018 AS RESTATED Appropriation of the 2017 earnings Legal reserve Cash dividends - NT$4.5per share Change in capital surplus from investments in subsidiaries, associates and joint ventures accounted for using equity method Net profit for the year ended December 31, 2018 Other comprehensive income (loss) for the year ended December 31, 2018 Total comprehensive income (loss) for the year ended December 31, 2018 Conversion of convertible bonds Buy-back of treasury shares Cancelation of treasury shares Adjustment of capital surplus for corporation's cash dividends received by subsidiaries Changes in percentage of ownership interests in subsidiaries Share-based payment transaction Disposals of investments in equity instruments designated as at fair value through other comprehensive income Adjustments to share of changes in equities of subsidiaries, associates and joint ventures accounted for using equity method BALANCE AT DECEMBER 31, 2018 The accompanying notes are an integral part of the financial statements.	Ordinary Share Capital $ 3,898,872 - - - - - - 201,515 - (123 ) - 18,678 4,118,942 - 4,118,942 - - - - - - 16,141 - (840 ) - - 33,551 - - $ 4,167,794	Capital Surplus $ 1,960,159 - - (8,326 ) - - - 1,101,453 - - 6,170 127,833 3,187,289 - 3,187,289 - - (267 ) - - - 84,486 - - 8,572 - 189,557 - - $ 3,469,637			Retained Earnings	Retained Earnings	Total $ 4,735,275 - (1,314,425 ) - 2,558,401 (6,955) 2,551,446 - - - - - 5,972,296 135,130 6,107,426 - (1,854,424 ) - 2,546,275 (5,322) 2,540,953 - - - - (2,107 ) - 4,241 (1,030) $ 6,795,059			Other Equity		Total $ 58,035 - - - - (126,272) (126,272) - - - - 56,103 (12,134 ) (27,484) (39,618 ) - - - - 5,631 5,631 - - - - - 51,472 (4,241 ) - $ 13,244	Treasury Shares $ (35,714 ) - - - - - - - (123 ) 123 - - (35,714 ) - (35,714 ) - - - - - - - (840 ) 840 - - - - - $ (35,714)	Total Equity $ 10,616,627 - (1,314,425 ) (8,326 ) 2,558,401 (133,227) 2,425,174 1,302,968 (123 ) - 6,170 202,614 13,230,679 107,646 13,338,325 - (1,854,424 ) (267 ) 2,546,275 309 2,546,584 100,627 (840 ) - 8,572 (2,107 ) 274,580 - (1,030) $ 14,410,020
								Exchange Differences on Translating the Financial Statements of Foreign Operations $ (24,914 ) - - - - (72,719) (72,719) - - - - - (97,633 ) - (97,633 ) - - - - (7,239) (7,239) - - - - - - - - $ (104,872)	F Unrealized Gain (Loss) on Available-for-sale Financial Assets $ 232,901 - - - - (53,553) (53,553) - - - - - 179,348 (179,348) - - - - - - - - - - - - - - - $ -	Unrealized Gain (Loss) on inancial Assets at Fair Value Through Other Comprehensive Income $ - - - - - - - - - - - - - 151,864 151,864 - - - - 12,870 12,870 - - - - - - (4,241 ) - $ 160,493	Unearned Employee Benefit $ (149,952 ) - - - - - - - - - - 56,103 (93,849 ) - (93,849 ) - - - - - - - - - - - 51,472 - - $ (42,377)
				Legal Reserve $ 1,724,576 171,994 - - - - - - - - - - 1,896,570 - 1,896,570 255,841 - - - - - - - - - - - - - $ 2,152,411	Special Reserve $ 86,888 - - - - - - - - - - - 86,888 - 86,888 - - - - - - - - - - - - - - $ 86,888	Unappropriated Earnings $ 2,923,811 (171,994 ) (1,314,425 ) - 2,558,401 (6,955) 2,551,446 - - - - - 3,988,838 135,130 4,123,968 (255,841 ) (1,854,424 ) - 2,546,275 (5,322) 2,540,953 - - - - (2,107 ) - 4,241 (1,030) $ 4,555,760

28 -

CHROMA ATE INC.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Expected credit loss recognized on trade receivables (provision for
bad debt expense)
Net gain on financial assets (liabilities) at fair value through profit or
loss
Finance costs
Interest income
Dividend income
Compensation costs of share-based payments
Share of profit of subsidiaries, associates and joint ventures
accounted for using equity method

(Gain) loss on disposal of property, plant and equipment
Gain on disposal of investments
Impairment loss (reversal of impairment) on non-financial assets
Unrealized gain on transactions with subsidiaries and associates
Net (gain) loss on foreign currency exchange
Net changes in operating assets and liabilities
Notes receivable
Trade receivables
Inventories
Prepayments
Other current assets
Contract liabilities
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
Payments to acquire financial assets at fair value through other
comprehensive income
Cash returned of capital reduction of financial assets at fair value
through other comprehensive income
Payments to acquire financial assets at fair value through profit or loss

2018
2017
$ 2,928,608
$ 2,865,714
176,530
168,141
960
960
3,000
36,000
(6,493)
(539)
21,760
12,490
(8,903)
(16,521)
(22,880)
(24,115)
78,596
121,593
(1,222,318) (1,111,001)
(1)
106
-
(13,792)
21,000
(37,331)
10,857
39,916
(62,225)
137,192
(4,237)
(738)
553,062
(943,125)
(761)
(425,391)
53,689
(69,871)
37,689
(731)
(30,579)
-
(3,685)
3,280
(422,570)
271,543
(51,971)
60,306
-
(105,489)
(168)
5,478
(9,657)

(9,174)
2,039,303
964,901
(224,349)

(302,752)
1,814,954

662,149
(67,800)
-
5,262
-
(1,745,000)
-
(Continued)

29 -

CHROMA ATE INC.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

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 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 Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in refundable deposits Decrease (increase) in other receivables - related parties Increase in other non-current assets Increase in prepayments for equipment Interest received Dividends received Net cash (used in) generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase 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 (DECREASE) 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	2018 1,631,577 - - - - (121,970) (133,241) 6,949 (3,070) 5,409 - (1,519,652) 9,173 627,585 (1,304,778) 330,000 900,000 (1,200,000) 123 (1,854,424) 195,755 (840) (30,989) - (1,660,375) 20,027 (1,130,172) 2,046,071 $ 915,899	2017 - (476,000) 1,678,988 2,552 23,111 (217,858) (71,611) 3,875 (259) (10,108) (960) (465,376) 17,189 181,175 664,718 300,000 900,000 (800,000) - (1,314,425) 79,128 (123) (30,440) 1,850 (864,010) (41,624) 421,233 1,624,838 $ 2,046,071

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

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ATTACHMENT 5

Chroma Ate Inc. Profit Allocation Proposal For Year ended December 31, 2018

	Unit: NT$
Undistributed Earnings of Previous Year Effect of retrospective application and retrospective restatement Adjusted undistributed earnings at the beginning of the period Retain earnings adjustments due to Investments accounted for using equity method Accrued pension costs under retain earnings Disposal of fair value through other comprehensive income’s equity method investments. Cumulative profit and loss transferred directly to retained earnings. Adjusted undistributed Earnings at the end of the period Plus: Net Income 2018 Less: 10% Legal Reserve Earnings in 2018 Available for Distribution Distribution Item: Cash Dividends to Common Share Holders (NT$4.2 per Share) Unappropriated Retained Earnings	$ 1,878,572,974 135,130,200
	2,013,703,174 (3,138,000) (5,321,967) 4,241,704 2,009,484,911 2,546,275,521 (254,627,552) 4,301,132,880 (1,750,896,000)
	2,550,236,880

Note:

Net Income of 2018 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

31 -

ATTACHMENT 6

Comparison Table for the “Amendments to Articles of Incorporation”

Article	After Revision	Before Revision	Explanation
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. The Company English name is CHROMA ATE INC.	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.	Amendments according to the article 392 (1) of Company Law
7-2	The Company may, upon approval to repurchased treasury shares to any employees of the Company its Subsidiaries. The Company may, upon approval by a majority of the Directors at a meeting adopt incentive programmes and may issue restricted shares or options, warrants or other similar instruments, to employees of the Company and its Subsidiaries. Where the Company increases its capital in cash by issuing new shares in R.O.C., the Company may reserve a number of new shares to be issued for the subscription by the employees of the Company and its Subsidiaries.	(New added)	Amendments according to the Company Law, stated employee incentive programme
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: 1. Report of operations. 2. Financial statements. 3. Proposal for distributing earnings or coveringlosses.	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 meetingfor ratification: 1. Report of operations. 2. Financial statements. 3. Proposal for distributing earnings or coveringlosses.	Word rephrase according to Article 34(1) of Article of Incorporation.
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.	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. Before the Company set up the Audit Committee, remuneration for supervisors can be distributed according to item one (1) of clause 34.	The Company already set up Audit Committee, removed the terms for supervisors’ remuneration.

32 -

Article	After Revision	Before Revision	Explanation
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. If the Corporation’s earnings distribution made by the way of cash dividend, the Board of Directors are authorized through special resolution and report to shareholders’meeting. 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 reserveand 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 limited to 25% of the paid-in capital may be distributed. If above mentioned article are made to distribute its legal reserve and the following capital reserve, in whole or in part of cash payment, the Board of Directors are authorized through special resolution and report to shareholders’ meeting.	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, 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.	Amendments according to the Company Law, If the Corporation’s earnings distribution made by the way of cash dividend, or distribute its legal reserve and the capital reserve, in whole or in part of cash payment, the Board of Directors are authorized through special resolution and report to shareholders’ meeting.
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 34thamendment is made on 18 June, 2019.	…… 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 shareholders’ meeting date shall be the date of these amendments.

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ATTACHMENT 7

Comparison Table for the Amendments to Operating Procedures of Acquisition or Disposal of Assets

Assets
Article	After Revision	Before Revision	Explanation
3	Definition 3.1“Assets” used herein should mean: (1)Long/short term security investments (including stocks, bonds, corporate bonds,bank indentures,fund securities,depository receipts, warrants,beneficiary securities, asset-based securities, etc.); (2) Real estate (including lands, plants and buildings, investment property, construction inventory) and equipment; (3) Membership; (4)Patent, copyright, trademark, charter right, any intangible assets, etc.; (5) Right-of-use assets; (6)Creditor right of financial institution (including accounts receivable, foreign exchange discounting and debt release and collection). (7)Derivative products; (8)Assets that are acquired or disposed through merger, spin- off, acquisition or share transfer, and other major assets; (9)Other important assets. 3.2 “Date of the Event” used herein should mean, in principle, the contracting day, the payment day, the transaction day, the title transferring day, the day of board resolution or other date when the transaction party and the transaction amount can be ascertained (whichever is earlier); for investments required to be approved by government authority, the Date of the Event will be any of the above- mentioned dates or the date on which the approval letter of government authority is received, whichever is earlier. 3.3 “Professional Appraiser” used herein should mean any appraisers/appraisal institutions specialized in real estate or other lawful appraisers/appraisal institutions of real estate and equipment. 3.4 “Related Parties” and “Subsidiaries” used herein should mean the companiesmeetingwiththe definition	Definition 3.1“Assets” used herein should mean: (1)Long/short term security investments (including stocks, bonds, corporate bonds,bank indentures,fund securities,depository receipts, warrants,beneficiary securities, asset-based securities, etc.); (2) Real estate (including lands, plants and buildings, investment property, andright to use land, construction inventory) and equipment; (3) Membership; (4)Patent, copyright, trademark, charter right, any intangible assets, etc.; (5) Creditor right of financial institution (including accounts receivable, foreign exchange discounting and debt release and collection). (6) Derivative products; (7) Assets that are acquired or disposed through merger, spin- off, acquisition or share transfer, and other major assets; (8) Other important assets. 3.2 “Date of the Event” used herein should mean, in principle, the contracting day, the payment day, the transaction day, the title transferring day, the day of board resolution or other date when the transaction party and the transaction amount can be ascertained (whichever is earlier); for investments required to be approved by government authority, the Date of the Event will be any of the above-mentioned dates or the date on which the approval letter of government authority is received, whichever is earlier. 3.3 “Professional Appraiser” used herein should mean any appraisers/appraisal institutions specialized in real estate or other lawful appraisers/appraisal institutions of real estate and equipment. 3.4 “Related Parties” and “Subsidiaries” used herein should mean the companies meeting with the definition stipulated in the	Amendments according to the IFRS 16, added item 5.

34 -

Article	After Revision	Before Revision	Explanation
	stipulated in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. 3.5 The term “10% of the company’s total asset” used herein shall be calculated based on the total asset stated in the most recent standalone financial report prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Any unspecified terms in the Procedures shall be subject to the “Guidelines for Handling Acquisition or Disposal of Assets by Public Companies” announced by the regulatory authority.	Regulations Governing the Preparation of Financial Reports by Securities Issuers. 3.5 The term “10% of the company’s total asset” used herein shall be calculated based on the total asset stated in the most recent standalone financial report prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers. Any unspecified terms in the Procedures shall be subject to the “Guidelines for Handling Acquisition or Disposal of Assets by Public Companies” announced by the regulatory authority.
7	Limits of Amounts The acquisition of real estate andright- of-use assetsby this Company for non- operating purpose should not exceed 30% of this Company’s net worth. The total amount of all long/short term security investments by this Company should not exceed 80% of this Company’s net worth. The amount of investment by this Company in each respective security should not exceed 25% of this Company’s net worth.	Limits of Amounts The acquisition of real estate by this Company for non-operating purpose should not exceed 30% of this Company’s net worth. The total amount of all long/short term security investments by this Company should not exceed 80% of this Company’s net worth. The amount of investment by this Company in each respective security should not exceed 25% of this Company’s net worth.	Amendments according to the IFRS 16, added item 5.
8	Procedures of Public Announcement and Report: For the Company to acquire or dispose assets, if any of the following occurs, the Company shall proceed with the public announcement and report on the website designated by the FSC within two (2) days starting immediately from the day such event occurs in the format and with contents prescribed. 8.1 Acquire or dispose of real property andright-of-use assetsfrom or to a related party, or acquire or dispose of assets other than real property from andright-of-use assetsor to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, excluding trading of government bonds or bonds under repurchase or resale agreements and subscribing or redeeming domestic investment trust from money market funds. 8.2 Engage in merger, split, acquisition or transfer of shares 8.3 Engage in transactions of derivative products where the loss thereof reaches the ceiling amount for loss of all or individual contract as	Procedures of Public Announcement and Report: For the Company to acquire or dispose assets, if any of the following occurs, the Company shall proceed with the public announcement and report on the website designated by the FSC within two (2) days starting immediately from the day such event occurs in the format and with contents prescribed. 8.1 Acquire or dispose of real property from or to a related party, or acquire or dispose of assets other than real property from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, excluding trading of government bonds or bonds under repurchase or resale agreements and subscribing or redeeming domestic investment trust from money market funds. 8.2 Engage in merger, split, acquisition or transfer of shares 8.3 Engage in transactions of derivative products where the loss thereof reaches the ceiling amount for loss of all or individual contract as	In order to conform to the new regulations and Amendments according to the IFRS 16.

35 -

Article	After Revision	Before Revision	Explanation
	specified in these Handling Procedures. 8.4 Where the type of asset acquired or disposed is equipment/machinery andright-of-use assetsfor business use, the trading counterparty is not a related party and the transaction amount is less than NT$500 million. 8.5 Acquisition of real estateby way of contracting third partiesto construct on land owned or rented by this Company, distribution of building under joint construction project, distribution of profit under joint construction project, or selling building under joint construction project, and the amount of transaction not exceeding NT$ 500 million (based on the amount this Company plans to contribute). 8.6 Where an asset transaction other than any of those referred to in the preceding five subsections, or an investment in Mainland China area reaches 20 percent or more of paid-in capital or three hundred million NT dollars (NT$300,000,000); provided, this shall not apply to the following circumstances: (1)Trading oflocalgovernment bonds. (2)Buying or selling bonds under repurchase and resale agreements, or subscribing or redeeming the investment trust issued domestic money market funds; The amount of transactions specified in the preceding section shall be calculated as follows: (1)The amount of an individual transaction. (2)The accumulative transaction amount of acquisition or disposal of the same type of underlying asset with the same counterparty within the preceding year. (3)The accumulative transaction amount of real property andright-of-use assetsacquired or disposed under the same development project within the preceding year (with acquisition and disposal calculating separately). (4)The accumulative transaction amount of the same security acquired or disposed within the preceding year (with acquisition and disposal calculating separately) The aforesaid “the preceding” year period shall mean the one (1) year period immediately preceding the date ofoccurrence ofthe current transaction,	specified in these Handling Procedures. 8.4 Where the type of asset acquired or disposed is equipment/machinery for business use, the trading counterparty is not a related party, and the transaction amount is less than NT$500 million. 8.5 Acquisition of real estate to construct on land owned or rented by this Company, distribution of building under joint construction project, distribution of profit under joint construction project, or selling building under joint construction project, and the amount of transaction not exceeding NT$ 500 million (based on the amount this Company plans to contribute). 8.6 Where an asset transaction other than any of those referred to in the preceding five subsections, or an investment in Mainland China area reaches 20 percent or more of paid- in capital or three hundred million NT dollars (NT$300,000,000); provided, this shall not apply to the following circumstances: (1)Trading of government bonds. (2)Buying or selling bonds under repurchase and resale agreements, or subscribing or redeeming the investment trust issued domestic money market funds; The amount of transactions specified in the preceding section shall be calculated as follows: (1)The amount of an individual transaction. (2)The accumulative transaction amount of acquisition or disposal of the same type of underlying asset with the same counterparty within the preceding year. (3)The accumulative transaction amount of real property acquired or disposed under the same development project within the preceding year (with acquisition and disposal calculating separately). (4)The accumulative transaction amount of the same security acquired or disposed within the preceding year (with acquisition and disposal calculating separately) The aforesaid “the preceding” year period shall mean the one (1) year period immediately preceding the date of occurrence of the current transaction, anditems duly announcedinaccordance

36 -

Article	After Revision	Before Revision	Explanation
	and items duly announced in accordance with the Handling Procedures need not be counted toward the transaction amount. With regard to transactions of derivative products carried out by the Company and its subsidiaries which are not publicly listed companies,the Company shall file information designated by the FSC as of the end of the previous month on the website under the format shown in the attachment on a monthly basis by the tenth day of each month. If any item subject to the requirement of public announcement is erroneous or missing and needs to be corrected, all items shall be re-filed for public announcement within two (2) days. The contracts, memorandum, appraisal reports, and opinions of certified public accounts,lawyers or securities underwriters in connection with this Company’s acquisition or disposal of assets shall, except as otherwise specified by relevant laws, be kept in this Company for at least five years.	with the Handling Procedures need not be counted toward the transaction amount. With regard to transactions of derivative products carried out by the Company and its subsidiaries which are not publicly listed companies, the Company shall file information designated by the FSC as of the end of the previous month on the website under the format shown in the attachment on a monthly basis by the tenth day of each month. If any item subject to the requirement of public announcement is erroneous or missing and needs to be corrected, all items shall be re-filed for public announcement within two (2) days. The contracts, memorandum, appraisal reports, and opinions of certified public accounts, lawyers or securities underwriters in connection with this Company’s acquisition or disposal of assets shall, except as otherwise specified by relevant laws, be kept in this Company for at least five years.
10	In acquiring or disposing of real property or other fixed assets andright-of-use assetswhere the transaction amount reaches 20 percent of the Company's paid-in capital or three hundred million NT dollars (NT$300,000,000) or more, the Company, unless transacting with a localgovernment , engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of machinery and equipment for business use orright-of-use assets, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: 10.1 Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Directors, and the same procedure shall be followed for any future changes to the terms and conditions of the transaction. 10.2 Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. 10.3 Where any one of the following circumstances applies with respect to the professional appraiser's	In acquiring or disposing of real property or other fixed assets where the transaction amount reaches 20percent of the Company's paid-in capital or three hundred million NT dollars (NT$300,000,000) or more, the Company, unless transacting with a government , engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of machinery and equipment for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: 10.1 Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Directors, and the same procedure shall be followed for any future changes to the terms and conditions of the transaction. 10.2 Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. 10.3 Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be	In order to conform to the new regulations and Amendments according to the IFRS 16.

37 -

Article	After Revision	Before Revision	Explanation
	appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a CPA shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: (1)The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount. (2)The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount. 10.4 No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.	acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a CPA shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: (1)The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount. (2)The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount. 10.4 No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.
12	If this Company’s acquisition or disposal of membership or intangible assets or right-of-use assetsreaches 20% of this Company’s paid-in capital or NT$300 million, excluding transactions with government, opinions in respect of a rational transaction price shall be sought from certified public accountant prior to the Date of the Event of the subject acquisition or disposal of assets. Certified public accountant shall handle the matter in accordance with the provision of Auditing Standard No.20.	If this Company’s acquisition or disposal of membership or intangible assets reaches 20% of this Company’s paid-in capital or NT$300 million, excluding transactions with government, opinions in respect of a rational transaction price shall be sought from certified public accountant prior to the Date of the Event of the subject acquisition or disposal of assets. Certified public accountant shall handle the matter in accordance with the provision of Auditing Standard No.20.	In order to conform to the new regulations
14	Any Professional Appraiser and its appraisal personnel, certified public accountants, lawyers, or securities underwriters whom this Company has acquired appraisal reports and opinions shall be in accordance with the “Regulations Governing the Acquisition or Disposal of Assets by Public Companies, clause 5 item 1, promulgated by the Competent Authority. The professional appraiser or related parties from above mentioned shall be in accordance with the“Regulations	Any Professional Appraiser and its appraisal personnel, certified public accountants, lawyers, or securities underwriters whom this Company has acquired appraisal reports and opinions from, shall not be a related party of this Company or the other party of the transaction.	In order to conform to the new regulations

38 -

Article	After Revision	Before Revision	Explanation
	Governing the Acquisition or Disposal of Assets by Public Companies, clause 5 item 2.
16	If this Company intends to acquire or dispose of real estate andright-of-use assetsfrom or to a related party, or when it intends to acquire or dispose of assets other than real estate andright- of-use assetsfrom or to a related party and the transaction amount reaches 20% of this Company’s paid-in capital, 10% of this Company’s total assets, or NT$300 million, except for buying or sellinglocalgovernment bonds, bonds under repurchase and resale agreements and subscribing or redeeming the investment trust issued domestic money market funds, this Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the Audit Committee and then submitted to the Board for a resolution: (1) The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. (2) The reason for choosing the related party as a trading counterparty. (3) With respect to the acquisition of real estate andright-of-use assets from a related party, information regarding the evaluation of the reasonableness of the preliminary transaction terms in accordance with applicable regulations. (4) The date and price at which the related party originally acquired the real estate, the original trading counterparty, and that trading counterparty’s relationship to this Company and the related party. (5) Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization. (6) An appraisal report from a professional appraiser or an opinion by the certified public accountant. (7) Restrictive covenants and other important stipulations associated with the transaction. The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with Article 8, Section 2, and "within the preceding year"as used herein refers to	If this Company intends to acquire or dispose of real estate from or to a related party, or when it intends to acquire or dispose of assets other than real estate from or to a related party and the transaction amount reaches 20% of this Company’s paid-in capital, 10% of this Company’s total assets, or NT$300 million, except for buying or selling government bonds, bonds under repurchase and resale agreements and subscribing or redeeming the investment trust issued domestic money market funds, this Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the Audit Committee and then submitted to the Board for a resolution: (1) The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. (2) The reason for choosing the related party as a trading counterparty. (3) With respect to the acquisition of real estate from a related party, information regarding the evaluation of the reasonableness of the preliminary transaction terms in accordance with applicable regulations. (4) The date and price at which the related party originally acquired the real estate, the original trading counterparty, and that trading counterparty’s relationship to this Company and the related party. (5) Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization. (6) An appraisal report from a professional appraiser or an opinion by the certified public accountant. (7) Restrictive covenants and other important stipulations associated with the transaction. The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with Article 8, Section 2, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction.	In order to conform to the new regulations

39 -

Article	After Revision	Before Revision	Explanation
	the year preceding the date of occurrence of the current transaction. Items that have been approved by the board of directors and recognized by the Audit Committees in accordance with the Handling Procedures need not be counted toward the transaction amount. With respect to the acquisition or disposal of operation-purpose equipment andright-of-use assets or operation-purpose of right-of-use assets between this Company and its subsidiaries orbetween the subsidiaries that the Company direct or indirect 100% owned or capital invested, the Board may delegate the Chairman to decide such matters when the transaction is within the 20% of net value of the Company and have the decisions subsequently submitted to and ratified at the next Board meeting. If the Company has independent directors, opinions of each independent director shall be taken into consideration during discussions at the board and their consents or clear opinion against the proposal and the reasons for such objection shall be include into the minutes of the board meetings.	Items that have been approved by the board of directors and recognized by the Audit Committees in accordance with the Handling Procedures need not be counted toward the transaction amount. With respect to the acquisition or disposal of operation-purpose equipment between this Company and its subsidiaries, the Board may delegate the Chairman to decide such matters when the transaction is within the 20% of net value of the Company and have the decisions subsequently submitted to and ratified at the next Board meeting. If the Company has independent directors, opinions of each independent director shall be taken into consideration during discussions at the board and their consents or clear opinion against the proposal and the reasons for such objection shall be include into the minutes of the board meetings.
17	When the Company acquires real estate andright-of-use assetsfrom a related party, the reasonableness of the transaction cost shall be evaluated in the following of “Rules Governing the Acquisition or Disposal of Assets by Public Companies”clause 16. Merger purchase or lease a land or housing, the reasonableness of the transaction cost shall be evaluated as above mentioned. The valuation from above mentioned of acquires real estate and right-of-use assets,an accountant shall be engaged to verify the result and provide substantial opinion, unless the any of following item occurs. Any of following item shall not apply to the circumstances stated above: (1) Related party acquired the real estate andright-of-use assets pursuant to succession or gift. (2) Five years have lapsed since the time when the related party signed a contract for the acquisition of such real estate andright-of-use assetsand the date of signature for this transaction. (3) The related party acquired the real estate pursuant to signature of a	When the Company acquires real estate from a related party, the reasonableness of the transaction cost shall be evaluated in the following of “Rules Governing the Acquisition or Disposal of Assets by Public Companies” and an accountant shall be engaged to verify the result and provide substantial opinion, unless the any of following item occurs. Any of following item shall not apply to the circumstances stated above: (1) Related party acquired the real estate pursuant to succession or gift. (2) Five years have lapsed since the time when the related party signed a contract for the acquisition of such real estate and the date of signature for this transaction. (3) The related party acquired the real estate pursuant to signature of a contract for joint construction with others.	In order to conform to the new regulations and Amendments according to the IFRS 16.

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Article	After Revision	Before Revision	Explanation
	contract for joint construction with others. (4) Acquires operation-purpose of right- of-use assets between the Corporation and subsidiaries, or with the Corporation direct and indirect 100% owned or capital investment subsidiaries.

18	When the Company acquires real estate or right-of-use assetsfrom a related party, if the transaction cost calculated from the evaluation in accordance with the previous article is lower than the transaction price, the following shall be carried out.Except the transaction cost meets“Rules Governing the Acquisition or Disposal of Assets by Public Companies”clause 17, item 1 and an accountant or professional appraiser have engaged to verify the result and provide substantial opinion.: (1)The difference between the real estateor right-of-use assets transaction price and the evaluation cost shall be provided as special profit reserve and may not be distributed or used for capital increase and share distribution. Same procedures for investor, who invests the Company as equity method investment, shall be provided as special profit reserve. (2)Theindependent directorsof Audit Committee shall proceed in accordance with Article 218 of the Company Law. (3) The processing under subsections 1 and 2 shall be reported to the shareholders meeting and the details of the transaction shall be disclosed in the annual report and prospectus. The special profit reserve so provided may only be used when the decrease in value has been provided for the asset purchasedor leaseat high price, or when the asset is disposed or terminated, or has been duly compensated or reinstated to its original condition, or when there is other evidence confirming that the price is not unreasonable and consent from the FSC has been obtained. If there is an unreasonable manner when the Company acquires real estate or right-of-use assetsfrom a related	When the Company acquires real estate from a related party, if the transaction cost calculated from the evaluation in accordance with the previous article is lower than the transaction price, the following shall be carried out: (1)The difference between the real estate transaction price and the evaluation cost shall be provided as special profit reserve and may not be distributed or used for capital increase and share distribution. Same procedures for investor, who invests the Company as equity method investment, shall be provided as special profit reserve. (2)The Audit Committee shall proceed in accordance with Article 218 of the Company Law. (3)The processing under subsections 1 and 2 shall be reported to the shareholders meeting and the details of the transaction shall be disclosed in the annual report and prospectus. The special profit reserve so provided may only be used when the decrease in value has been provided for the asset purchased at high price, or when the asset is disposed, or has been duly compensated or reinstated to its original condition, or when there is other evidence confirming that the price is not unreasonable and consent from the FSC has been obtained. If there is an unreasonable manner when the Company acquires real estate from a related party, the Company shall follow the procedures stated above.	Amendments according to the IFRS 16 and Company act.

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Article	After Revision	Before Revision	Explanation
	party, the Company shall follow the procedures stated above.
21	Unless otherwise provided by law or if there is any special reason requiring prior approval by the FSC, when the Company participates in any merger, split or acquisition, it shall convene the board meeting and the shareholders meeting on the same day as the other participating companies to resolve on matters of merger, split or acquisition. When the Company participates in any transfer of shares, it shall convene the board meeting on the same day as the other participating companies. When the Company participates in any merger, split, acquisition or transfer of shares shall complete written records for the following information shall be prepared and maintained for five years for future verification. (1) Basic staff information: including persons who participated in the project of merger, split, acquisition or transfer of shares or who executed the project prior to the announcement of the news, including their titles, names, ID numbers (passport numbers in case of foreign nationals). (2) Dates of important matters: including the dates on which the letter of intent or memorandum of understanding is signed, financial or legal advisors is engaged, contract is signed and the board meetings, etc. (3) Important documents and minutes: including the report, letter of intent or memorandum of understanding, important contract and minutes of board of director meeting. The Company that participates in any merger, split, acquisition or transfer of shares shall file the information referred to under subsections 1and 2 of the previous section in the specified format on the internet information system within two days from the date on which the board resolution is passed. When the Company that participates in any merger, split, acquisition or transfer of shares and who is not a listed company or whose shares are not traded in any securities dealer’s business premises, the Company shall sign an agreement with the former company	Unless otherwise provided by law or if there is any special reason requiring prior approval by the FSC, when the Company participates in any merger, split or acquisition, it shall convene the board meeting and the shareholders meeting on the same day as the other participating companies to resolve on matters of merger, split or acquisition. When the Company participates in any transfer of shares, it shall convene the board meeting on the same day as the other participating companies. When the Company participates in any merger, split, acquisition or transfer of shares shall complete written records for the following information shall be prepared and maintained for five years for future verification. (1) Basic staff information: including persons who participated in the project of merger, split, acquisition or transfer of shares or who executed the project prior to the announcement of the news, including their titles, names, ID numbers (passport numbers in case of foreign nationals). (2) Dates of important matters: including the dates on which the letter of intent or memorandum of understanding is signed, financial or legal advisors is engaged, contract is signed and the board meetings, etc. (3) Important documents and minutes: including the report, letter of intent or memorandum of understanding, important contract and minutes of board of director meeting. The Company that participates in any merger, split, acquisition or transfer of shares shall file the information referred to under subsections 1and 2 of the previous section in the specified format on the internet information system within two days from the date on which the board resolution is passed. When the Company that participates in any merger, split, acquisition or transfer of shares and who is not a listed company or whose shares are not traded in any securities dealer’s business premises, the Company shall sign an agreement with the former company	Words rephrased.

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Article	After Revision	Before Revision	Explanation
	and proceed in accordance with provisionsfrom above mentioned two items.	and proceed in accordance with provisions under the third and fourth sections.
25	Amendments and Execution These procedures and their amendments shall receive over one- third of Audit Committee’s consent and approved by the Board of Directors, and proposed at the shareholders’ meeting for approval. If any director expresses objection on the record or in a written statement, the Company shall submit the objection to the Audit Committee and the shareholders’ meeting for discussion. The Company has established independent directors; it shall consider the dissenting opinions from all independent directors fully and list the consenting and objecting opinions and their reasons in the meeting minutes of the Board of Directors. These procedures and their amendments shall receive over one- third of Audit Committee’s consent and approved by the Board of Directors, and proposed at the shareholders’ meeting for approval. If any director expresses objection on the record or in a written statement, the Company shall submit the objection to the Audit Committee and the shareholders’ meeting for discussion. 1stamendment approved by General Shareholder’s Meeting held on 15 May, 2003. 2ndamendment approved by General Shareholder’s Meeting held on 30 May, 2007. 3rdamendment approved by General Shareholder’s Meeting held on 6 June, 2012. 4thamendment approved by General Shareholder’s Meeting held on 11 June, 2014. 5thamendment approved by General Shareholder’s Meeting held on 8 June, 2017. 6thamendment approved by General Shareholder’s Meeting held on 18 June, 2019.	Amendments and Execution These procedures and their amendments shall receive over one- third of Audit Committee’s consent and approved by the Board of Directors, and proposed at the shareholders’ meeting for approval. If any director expresses objection on the record or in a written statement, the Company shall submit the objection to the Audit Committee and the shareholders’ meeting for discussion. The Company has established independent directors; it shall consider the dissenting opinions from all independent directors fully and list the consenting and objecting opinions and their reasons in the meeting minutes of the Board of Directors. These procedures and their amendments shall receive over one- third of Audit Committee’s consent and approved by the Board of Directors, and proposed at the shareholders’ meeting for approval. If any director expresses objection on the record or in a written statement, the Company shall submit the objection to the Audit Committee and the shareholders’ meeting for discussion. 1stamendment approved by General Shareholder’s Meeting held on 15 May, 2003. 2ndamendment approved by General Shareholder’s Meeting held on 30 May, 2007. 3rdamendment approved by General Shareholder’s Meeting held on 6 June, 2012. 4thamendment approved by General Shareholder’s Meeting held on 11 June, 2014. 5thamendment approved by General Shareholder’s Meeting held on 8 June, 2017.	The shareholders’ meeting date shall be the date of these amendments.

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ATTACHMENT 8

Comparison Table for the Amendments to Procedures for Financial Derivatives Transactions

Article	After Revision	Before Revision	Explanation
2	Instruments: Financial derivatives referred herein are broadly defined as instruments that derive their value fromthe specific interest rate, Financial instrument price, commodity price, currency exchange, price or rates index, credit rating or credit index or others derivatives forward contracts, options, futures contract, leverage margin contract, swaps and various combinations thereof, or embedding derivate goods combinations contract or structured goods contract etc.Forwards referred herein excluded insurance, performance, post-sale service, long-term lease and long-term sales / procurement contracts.	Instruments: Financial derivatives referred herein are broadly defined as instruments that derive their value from the performance of underlying assets, interest, currency exchange, rates, or others. Such instruments include forward, options, futures, swaps and various combinations thereof. Forwards referred herein excluded insurance, performance, post- sale service, long-term lease and long- term sales / procurement contracts.	Amendments according to the IFRS 9
5	Regulatory Reporting 5.1 The Company should report and make a public announcement of the financial derivative transactions (individual or all contracts) within two (2) days when the losses reach the limitation set herein these procedures. 5.2 If there is any reporting and announcement, as aforesaid, required forthe Company and its subsidiary which is not a domestic public company, the Company will follow the requirement on behalf of its subsidiary report and make a public announcement on a monthly basis before 10thof each month.	Regulatory Reporting 5.1 The Company should report and make a public announcement of the financial derivative transactions (individual or all contracts) within two (2) days when the losses reach the limitation set herein these procedures. 5.2 If there is any reporting and announcement, as aforesaid, required for the Company’s subsidiary which is not a domestic public company, the Company will follow the requirement on behalf of its subsidiary report and make a public announcement on a monthly basis before 10thof each month.	Word rephrased
8	Evaluation Finance Division shall evaluate financial derivative on weekly basis, except the transaction entered for operation hedging purpose need to evaluate on bi- weekly basis and the report need to submit for review by board of directors designed appointed senior management. The Board appointed vice president of Finance and Administration Center for the evaluation, monitoring and control of risks arising from financial derivative transactions. Also the hedging performance and results on regular basis to oversee how well they fit in the Company’s overall business and	Evaluation Finance Division shall evaluate financial derivative on weekly basis, except the transaction entered for operation hedging purpose need to evaluate on bi- weekly basis and the report need to submit for review by board of directors designed appointed senior management. The Board appointed vice president of Finance and Administration Center for the evaluation, monitoring and control of risks arising from financial derivative transactions. Also the hedging performance and results on regular basis to oversee how well they fit in the Company’s overall business and	Word rephrased

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	operating strategies and to review if the associated risks thereof have exceeded the Company’s risk tolerance. Designated by the Board, the designee should also be responsible for regularly reviewing the level of adequacy of the current risk control process and its degree of consistency with the principles and procedures set forth herein and report to the next coming meeting of the Board.	operating strategies and to review if the associated risks thereof have exceeded the Company’s risk tolerance. Designated by the Board, the designee should also be responsible for regularly reviewing the level of adequacy of the current risk control process and its degree of consistency with the principles and procedures set forth herein and report to the next coming meeting of the Board.
15	Amendments and Execution These procedures and their amendments shall be approved by the Board of Directors, and then sent to all Audit Committee and proposed at the shareholders’ meeting for approval. If any director expresses objection on the record or in a written statement, the Company shall submit the objection to the Audit Committee and the shareholders’ meeting for discussion. Same as amendments. The Company has established independent directors; it shall consider the dissenting opinions from all independent directors fully and list the consenting and objecting opinions and their reasons in the meeting minutes of the Board of Directors. 1stamendment approved by General Shareholder’s Meeting held on 15 May, 2003. 2ndamendment approved by General Shareholder’s Meeting held on 30 May, 2007. 3rdamendment approved by General Shareholder’s Meeting held on 6 June, 2012. 4thamendment approved by General Shareholder’s Meeting held on 11 June, 2014. 5thamendment approved by General Shareholder’s Meeting held on 8 June, 2017. 6thamendment approved by General Shareholder’s Meeting held on 18 June, 2019.	Amendments and Execution These procedures and their amendments shall be approved by the Board of Directors, and then sent to all Audit Committee and proposed at the shareholders’ meeting for approval. If any director expresses objection on the record or in a written statement, the Company shall submit the objection to the Audit Committee and the shareholders’ meeting for discussion. Same as amendments. The Company has established independent directors; it shall consider the dissenting opinions from all independent directors fully and list the consenting and objecting opinions and their reasons in the meeting minutes of the Board of Directors. 1stamendment approved by General Shareholder’s Meeting held on 15 May, 2003. 2ndamendment approved by General Shareholder’s Meeting held on 30 May, 2007. 3rdamendment approved by General Shareholder’s Meeting held on 6 June, 2012. 4thamendment approved by General Shareholder’s Meeting held on 11 June, 2014. 5thamendment approved by General Shareholder’s Meeting held 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 (Before Amendment)

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.
F108031 Medical equipment wholesale.
F208031 Medical equipment retail.
All businesses that are not prohibited or restricted by laws and regulations other than those requiring special permits.
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Article 3

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

Article 4

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

Article 5

The head office of the Company shall be in Tao Yuan 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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Before the Company set up the Audit Committee, remuneration for supervisors can be distributed according to item one (1) of clause 34.

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.

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The twentieth-third amendment was made on 18 May, 2005. The twentieth-four amendment was made on 16 May, 2006. The twentieth-five amendment was made on 30 May, 2007. The twentieth-six amendment was made on 13 June, 2008. The twentieth-seven amendment was made on 22 May, 2009. The twentieth-eight amendment was made on 9 June, 2011. The twentieth-nine amendment was made on 6 June 2012. The thirtieth amendment is made on 10 June, 2015. The 31[st] amendment is made on 7 June, 2016. The 32[nd] amendment is made on 8 June, 2017. The 33[rd] amendment is made on 8 June, 2018.

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Appendix 2 Chroma Ate Inc. Operating Procedures of Acquisition or Disposal of Assets (Before Amendment)

1. Purpose:

This Company’s acquisition or disposal of assets should be made in accordance with the following Procedures.

2. Basis

The acquisition or disposal of assets by the Company shall be done in accordance the this Procedure in addition to the “Rules Governing the Acquisition or Disposal of Assets by Public Companies” promulgated by the Financial Supervisory Commission of the Executive Yuan (hereinafter the “FSC”) in Article 36-1 and any other laws and regulations.

3. Definition

3.1“Assets” used herein should mean:
(1) Long/short term security investments (including stocks, bonds, corporate bonds, bank indentures, fund securities, depository receipts, warrants, beneficiary securities, assetbased securities, etc.);
(2) Real estate (including lands, plants and buildings, investment property, and right to use land) and equipment;
(3) Membership;
(4) Patent, copyright, trademark, charter right, any intangible assets, etc.;
(5) Creditor right of financial institution (including accounts receivable, foreign exchange discounting and debt release and collection).
(6) Derivative products;
(7) Assets that are acquired or disposed through merger, spin-off, acquisition or share transfer, and other major assets;
(8) Other important assets.
3.2 “Date of the Event” used herein should mean, in principle, the contracting day, the payment day, the transaction day, the title transferring day, the day of board resolution or other date when the transaction party and the transaction amount can be ascertained (whichever is earlier); for investments required to be approved by government authority, the Date of the Event will be any of the above-mentioned dates or the date on which the approval letter of government authority is received, whichever is earlier.
3.3 “Professional Appraiser” used herein should mean any appraisers/appraisal institutions specialized in real estate or other lawful appraisers/appraisal institutions of real estate and equipment.
3.4 “Related Parties” and “Subsidiaries” used herein should mean the companies meeting with the definition stipulated in the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
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3.5 The term “10% of the company’s total asset” used herein shall be calculated based on the total asset stated in the most recent standalone financial report prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Any unspecified terms in the Procedures shall be subject to the “Guidelines for Handling Acquisition or Disposal of Assets by Public Companies” announced by the regulatory authority.

4. Assessment Procedure:

4.1 For the acquisition or disposal of securities that are not traded on any centralized trading market or over-the-counter trading center, the price shall be determined in consideration of the net value per share, technical and profit-making capabilities, future development potential, market interest rate, face value interest rate of the bond and debtor’s creditworthiness, etc. and also in reference to the latest closing price at that time.
4.2 For the acquisition or disposal of securities that are already traded on any centralized trading market or over-the-counter trading center, the price shall be determined based on the price of the stock or bond at the time of trading.
4.3 For the acquisition or disposal of other than above mentioned assets, the price shall be determined in reference to the current value under public announcement, appraised current value, actual closing price or book value of real estate in the vicinity. If the assets meet the criteria to make a public announcement, an appraisal report need from Professional Appraiser.

5. Processing Procedure:

5.1 When the Company intends to acquire or dispose of assets, the undertaking department needs to report the purpose, target, trading counterparty, transfer price, transaction term and condition for evaluation and approval. The approved items will be executed in accordance with the Handling Procedures.
5.2 For acquisition or disposal of long/short term security investment, the departments responsible therefore should be Finance Division or other related department. For any purchase and sale of fixed assets, the affiliated department is authorized to make engage in transaction. Other assets are authorized to related execution department.
5.3 If the personnel of the Company responsible for the acquisition or disposal of assets violates the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” or the Handling Procedures any violation of related regulations or the Procedures, subsequent castigation is subject to the related Personnel Articles of the Company.

6. Resolution

When the Company engages in any acquisition or disposal of assets, the resolution is based on division of functions in accordance to the Handling Procedures.

7. Limits of Amounts

The acquisition of real estate by this Company for non-operating purpose should not exceed 30% of this Company’s net worth. The total amount of all long/short term security investments by this Company should not exceed 80% of this Company’s net worth. The amount of investment by this Company in each respective security should not exceed 25% of this Company’s net worth.

8. Procedures of Public Announcement and Report:

For the Company to acquire or dispose assets, if any of the following occurs, the Company shall proceed with the public announcement and report on the website designated by the FSC within
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two (2) days starting immediately from the day such event occurs in the format and with contents prescribed.

8.1 Acquire or dispose of real property from or to a related party, or acquire or dispose of assets other than real property from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, excluding trading of government bonds or bonds under repurchase or resale agreements and subscribing or redeeming domestic investment trust from money market funds.
8.2 Engage in merger, split, acquisition or transfer of shares
8.3 Engage in transactions of derivative products where the loss thereof reaches the ceiling amount for loss of all or individual contract as specified in these Handling Procedures.
8.4 Where the type of asset acquired or disposed is equipment/machinery for business use, the trading counterparty is not a related party, and the transaction amount is less than NT$500 million.
8.5 Acquisition of real estate by way of contracting third parties to construct on land owned or rented by this Company, distribution of building under joint construction project, distribution of profit under joint construction project, or selling building under joint construction project, and the amount of transaction not exceeding NT$ 500 million (based on the amount this Company plans to contribute).
8.6 Where an asset transaction other than any of those referred to in the preceding five subsections, or an investment in Mainland China area reaches 20 percent or more of paid-in capital or three hundred million NT dollars (NT$300,000,000); provided, this shall not apply to the following circumstances:
(1) Trading of government bonds.
(2) Buying or selling bonds under repurchase and resale agreements, or subscribing or redeeming the investment trust issued domestic money market funds;
The amount of transactions specified in the preceding section shall be calculated as follows: (1) The amount of an individual transaction.
(2) The accumulative transaction amount of acquisition or disposal of the same type of underlying asset with the same counterparty within the preceding year.
(3) The accumulative transaction amount of real property acquired or disposed under the same development project within the preceding year (with acquisition and disposal calculating separately).
(4)The accumulative transaction amount of the same security acquired or disposed within the preceding year (with acquisition and disposal calculating separately)

The aforesaid “the preceding” year period shall mean the one (1) year period immediately preceding the date of occurrence of the current transaction, and items duly announced in accordance with the Handling Procedures need not be counted toward the transaction amount.

With regard to transactions of derivative products carried out by the Company and its subsidiaries which are not publicly listed companies, the Company shall file information designated by the FSC as of the end of the previous month on the website under the format shown in the attachment on a monthly basis by the tenth day of each month.

If any item subject to the requirement of public announcement is erroneous or missing and needs to be corrected, all items shall be re-filed for public announcement within two (2) days.

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The contracts, memorandum, appraisal reports, and opinions of certified public accounts, lawyers or securities underwriters in connection with this Company’s acquisition or disposal of assets shall, except as otherwise specified by relevant laws, be kept in this Company for at least five years.

Filing and Public Announcement
Should any of the following conditions occur after the filing and public announcement of transactions, this Company needs to file and make public announcement accordingly within two days commencing immediately from the Date of the Event:
(1) Amendment, termination or cancellation of the original agreement;
(2) Merger, spin-off, acquisition or share transfer not completed as scheduled in the agreement; (3) Change to the originally publicly announced and reported information.
In acquiring or disposing of real property or other fixed assets where the transaction amount reaches 20percent of the Company's paid-in capital or three hundred million NT dollars (NT$300,000,000) or more, the Company, unless transacting with a government , engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of machinery and equipment for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions:
10.1 Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Directors, and the same procedure shall be followed for any future changes to the terms and conditions of the transaction.
10.2 Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained.
10.3 Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a CPA shall be engaged to perform the appraisal in accordance with the provisions of Statement of Auditing Standards No. 20 published by the ARDF and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price:
- (1) The discrepancy between the appraisal result and the transaction amount is 20 percent or more of the transaction amount.
- (2) The discrepancy between the appraisal results of two or more professional appraisers is 10 percent or more of the transaction amount.
10.4 No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser.
Before the Date of the Event of the acquisition or disposal of securities, the latest financial statements of the object company audited or reviewed by certified public accountant should be acquired for the assessment and reference of transaction price. Should the transaction price reaches 20% of this Company’s paid-in capital or NT$300 million, opinions in respect of a rational transaction price have to be sought from certified public accountant before the Date of the Event of the subject acquisition or disposal of securities. If the certified public accountant engaged needs to use the report of an expert as evidence, such certified public accountant shall do so in
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accordance with the provisions of Auditing Standard No. 20; provided however, these requirements are not applicable if such securities have a public price from an active market or if the regulatory authorities require otherwise.

If this Company’s acquisition or disposal of membership or intangible assets reaches 20% of this Company’s paid-in capital or NT$300 million, excluding transactions with government, opinions in respect of a rational transaction price shall be sought from certified public accountant prior to the Date of the Event of the subject acquisition or disposal of assets. Certified public accountant shall handle the matter in accordance with the provision of Auditing Standard No.20.
12.1 The calculation of the transaction price referred to in the preceding paragraph shall be done in accordance with Article 8, item 2, and “within one year” refers to one year preceding the Date of Event of the current transaction. Items for which an appraisal report from a professional appraiser or an opinion by the certified public accountant has been obtained need not be counted toward the transaction price.
For acquisition or disposal of assets through auction procedures of courts, the appraisal report or certified public accountants opinion can be replaced by documents issued by the courts.
Any Professional Appraiser and its appraisal personnel, certified public accountants, lawyers, or securities underwriters whom this Company has acquired appraisal reports and opinions from, shall not be a related party of this Company or the other party of the transaction.
When the Company engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted in accordance with both the previous Chapter and this Chapter and the reasonableness of the transaction terms is appraised, if the transaction amount reaches 10 percent or more of the Company's total assets, the Company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of the preceding section. The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with Article 12, Section 1 herein. When judging whether a trading counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered.
If this Company intends to acquire or dispose of real estate from or to a related party, or when it intends to acquire or dispose of assets other than real estate from or to a related party and the transaction amount reaches 20% of this Company’s paid-in capital, 10% of this Company’s total assets, or NT$300 million, except for buying or selling government bonds, bonds under repurchase and resale agreements and subscribing or redeeming the investment trust issued domestic money market funds, this Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the Audit Committee and then submitted to the Board for a resolution:
(1) The purpose, necessity and anticipated benefit of the acquisition or disposal of assets.
(2) The reason for choosing the related party as a trading counterparty.
(3) With respect to the acquisition of real estate from a related party, information regarding the evaluation of the reasonableness of the preliminary transaction terms in accordance with applicable regulations.
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(4) The date and price at which the related party originally acquired the real estate, the original trading counterparty, and that trading counterparty’s relationship to this Company and the related party.
(5) Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.
(6) An appraisal report from a professional appraiser or an opinion by the certified public accountant.
(7) Restrictive covenants and other important stipulations associated with the transaction

The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with Article 8, Section 2, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the board of directors and recognized by the Audit Committees in accordance with the Handling Procedures need not be counted toward the transaction amount.

With respect to the acquisition or disposal of operation-purpose equipment between this Company and its subsidiaries, the Board may delegate the Chairman to decide such matters when the transaction is within the 20% of net value of the Company and have the decisions subsequently submitted to and ratified at the next Board meeting.

If the Company has independent directors, opinions of each independent director shall be taken into consideration during discussions at the board and their consents or clear opinion against the proposal and the reasons for such objection shall be include into the minutes of the board meetings.

When the Company acquires real estate from a related party, the reasonableness of the transaction cost shall be evaluated in the following of “Rules Governing the Acquisition or Disposal of Assets by Public Companies” and an accountant shall be engaged to verify the result and provide substantial opinion, unless the any of following item occurs. Any of following item shall not apply to the circumstances stated above:
(1) Related party acquired the real estate pursuant to succession or gift.
(2) Five years have lapsed since the time when the related party signed a contract for the acquisition of such real estate and the date of signature for this transaction.
(3) The related party acquired the real estate pursuant to signature of a contract for joint construction with others.
When the Company acquires real estate from a related party, if the transaction cost calculated from the evaluation in accordance with the previous article is lower than the transaction price, the following shall be carried out:
(1) The difference between the real estate transaction price and the evaluation cost shall be provided as special profit reserve and may not be distributed or used for capital increase and share distribution. Same procedures for investor, who invests the Company as equity method investment, shall be provided as special profit reserve.
(2) The Audit Committee shall proceed in accordance with Article 218 of the Company Law.
(3) The processing under subsections 1 and 2 shall be reported to the shareholders meeting and the details of the transaction shall be disclosed in the annual report and prospectus.
The special profit reserve so provided may only be used when the decrease in value has been provided for the asset purchased at high price, or when the asset is disposed, or has been duly
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compensated or reinstated to its original condition, or when there is other evidence confirming that the price is not unreasonable and consent from the FSC has been obtained. If there is an unreasonable manner when the Company acquires real estate from a related party, the Company shall follow the procedures stated above.

This Company’s financial derivatives transactions shall be in compliance with this Company’s “Procedures for Financial Derivatives Transactions”.
When the Company engages in a merger, split, acquisition or transfer of shares, accountant, attorney or securities underwriter shall be engaged prior to convening a board meeting for resolution in order for opinions to be provided about the reasonableness of the share exchange ratio, acquisition price or distribution of cash or other asset to the shareholders. The proposal shall then be submitted to the board of directors for discussion and approval. The above clause doesn’t apply to the Company directly or indirectly 100% owned subsidiaries or other directly and indirectly 100% affiliates.
When the Company engages in a merger, split, acquisition or transfer of shares and related matters shall be included into public documents to the attention of shareholders prior to the shareholders meeting. Such documents shall be submitted to the shareholders together with the expert opinions referred to in the previous article and the notice for the meeting as reference for whether such proposed merger, split or acquisition should be approved. However, this provision shall not be applicable if other laws allow the merger, split or acquisition without resolution by the shareholders meeting. If the shareholders meeting of any party participating in the merger, split or acquisition cannot be convened, resolution cannot be reached or if the proposal is denied by the shareholders meeting, the Company shall immediately make a public announcement to explain the reasons therefore, subsequent handling process and the expected date for convening the shareholders meeting.
Unless otherwise provided by law or if there is any special reason requiring prior approval by the FSC, when the Company participates in any merger, split or acquisition, it shall convene the board meeting and the shareholders meeting on the same day as the other participating companies to resolve on matters of merger, split or acquisition. When the Company participates in any transfer of shares, it shall convene the board meeting on the same day as the other participating companies.

When the Company participates in any merger, split, acquisition or transfer of shares shall complete written records for the following information shall be prepared and maintained for five years for future verification.

(1) Basic staff information: including persons who participated in the project of merger, split, acquisition or transfer of shares or who executed the project prior to the announcement of the news, including their titles, names, ID numbers (passport numbers in case of foreign nationals).
(2) Dates of important matters: including the dates on which the letter of intent or memorandum of understanding is signed, financial or legal advisors is engaged, contract is signed and the board meetings, etc.
(3) Important documents and minutes: including the report, letter of intent or memorandum of understanding, important contract and minutes of board of director meeting.

The Company that participates in any merger, split, acquisition or transfer of shares shall file the information referred to under subsections 1and 2 of the previous section in the specified format

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on the internet information system within two days from the date on which the board resolution is passed.

When the Company that participates in any merger, split, acquisition or transfer of shares and who is not a listed company or whose shares are not traded in any securities dealer’s business premises, the Company shall sign an agreement with the former company and proceed in accordance with provisions under the third and fourth sections.

The share exchange ratio or acquisition price for any merger, split, acquisition or transfer of shares shall not be changed unless there are any of the following events:
(1) Capital increase in cash, issuance of convertible corporate bonds, issuance of shares without consideration, issuance of corporate bonds with warrants attached, special shares with warrants attached, warrants for share subscription and other securities with the nature of shareholding entitlement.
(2) Disposal of significant assets of the Company that impact the financial business of the Company.
(3) Occurrence of any significant disaster or significant change of technology that impacts the shareholders interest or price of the securities.
(4) Adjustment made pursuant to repurchase of treasury shares by any company participating in the merger, split, acquisition or transfer of shares in accordance with law.
(5) Change of entity, or increase or decrease of the number of entities participating in the merger, split, acquisition or transfer of shares.
(6) Change of any other condition that may be changed under the contract and for which public disclosure has been made.

The Company’s policy for any merger, split, acquisition or transfer of shares have stated in the Handling Procedures in order to protect the Company’s rights and benefits.

Control procedures for the acquisition and disposal of assets by subsidiaries:
(1) Subsidiaries’ to acquisition and disposal of assets shall follow the procedures stated by the parent company.
(2) If any subsidiary of the Company is not a publicly listed company and if the asset acquired or disposed of reaches the threshold for public announcement filing, the Company shall make filing for public announcement on the designated website in accordance with the rules.
(3) The subsidiaries’ filing criteria is the transaction price reaches 20% of the Company’s paid-in capital or 10% of total assets.
(4) The Company shall supervise the subsidiaries to establish the “Subsidiaries of the Company shall establish the “Processing Procedure for Acquisition or Disposal of Asset” in accordance with the “Rules Governing the Acquisition or Disposal of Asset by Public Companies”.
(5) The internal audit staff of the Company shall follow the annual audit plan regularly review the subsidiaries in processing procedure for acquisition or disposal of assets. If any significant breach of this rule is discovered, the president (or chairman) shall be notified in writing.
Financial Report Disclosure
Based on the Company’s “Operational Procedure for Acquisition or Disposal of Asset” in Article 8 Procedures of Public Announcement and Report, the transaction with related parties need to disclose in the notes of financial report and report in the shareholders meeting.
Amendments and Execution
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These procedures and their amendments shall receive over one-third of Audit Committee’s consent and approved by the Board of Directors, and proposed at the shareholders’ meeting for approval. If any director expresses objection on the record or in a written statement, the Company shall submit the objection to the Audit Committee and the shareholders’ meeting for discussion.

The Company has established independent directors, it shall consider the dissenting opinions from all independent directors fully and list the consenting and objecting opinions and their reasons in the meeting minutes of the Board of Directors.

1[st] amendment approved by General Shareholder’s Meeting held on 15 May, 2003.
2[nd] amendment approved by General Shareholder’s Meeting held on 30 May, 2007.
3[rd] amendment approved by General Shareholder’s Meeting held on 6 June, 2012.
4[th] amendment approved by General Shareholder’s Meeting held on 11 June, 2014.
5[th] amendment approved by General Shareholder’s Meeting held on 8 June, 2017.
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Appendix 3 Chroma Ate Inc. Procedures for Financial Derivatives Transactions (Before Amendment)

1. Purpose:

“Procedures for Financial Derivatives Transactions” outlined herein are set up to effectively control the risks arising from financial derivative transactions. Any other matters not set forth in the procedures shall be dealt with in accordance with the “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”.

2. Instruments:

Financial derivatives referred herein are broadly defined as instruments that derive their value from the performance of underlying assets, interest, currency exchange, rates, or others. Such instruments include forward, options, futures, swaps and various combinations thereof. Forwards referred herein excluded insurance, performance, post-sale service, long-term lease and longterm sales / procurement contracts.

3. Policy and Strategy:

3.1 Types

The Company’s policy for financial derivatives transactions are limited to forward contract for currency exchange and rate. Other financial derivatives transactions need to resolute by the Company board of directors.

3.2 Management and Hedge Strategy
Financial derivatives are mainly used for hedging purpose to limit the Company’s net exposure after netting of income against expenses. The transaction parties’ selection shall be based on the Company operation needs to avoid the credit risk. Transactions involving financial derivatives for currency exposure needs to be assured as for hedging or investment gain purpose as a reference for accounting policy.

3.3 Authorization and Delegation:

(1) Treasury
- (a) The functions of trading, market research, confirmation and risk control as well as derivative transaction, rules and regulations. Also it has to provide enough and instant information to related counterparty.
- (b) The Company overall hedging position.
- (c) The evaluation, monitoring and control of risks arising from derivative transaction.
- (d) Report and make a public announcement of the financial derivative transactions in accordance with relevant regulations.
(2) Accounting

Complete the accounting procedures and financial statements.

(3) Internal Audit

Internal audit personnel are required to evaluate the suitability of the internal control system in connection with financial derivative transactions on a regular basis.

3.4 Transaction Contract Dollar Amount
(1) Hedging
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The dollar amount of total contracts outstanding shall not exceed the Company latest six month’s sales revenues.

(2) Trading

Chroma shall not engage in any transactions for trading purpose without the Company’s board of directors’ approval.

3.5 Performance Evaluation

(1) Hedging performance is evaluated against the pre-determined strategy.
(2) Performance needs to compare to per-determined strategy and use for future strategy determination.

3.6 Loss Control

The loss limit for each contract is 20% of the contract amount and aggregate to 10 million losses for any individual control. The lost limit for total contracts is 20% of total contracts’ amount and aggregate to 30 million losses.

4. Level of Delegation and Authorization

4.1 Financial Derivative Transaction Ratification

Transaction Amount	Applicant	Review	Approval	Approval
US$ 1 million and below	Finance Personnel	Finance Manager	CFO	-
US$ 1 million above	Finance Personnel	Finance Manager	CFO	CEO

4.2 The financial derivative transactions are all process by the Company finance personnel.

5. Regulatory Reporting

5.1 The Company should report and make a public announcement of the financial derivative transactions (individual or all contracts) within two (2) days when the losses reach the limitation set herein these procedures.
5.2 If there is any reporting and announcement, as aforesaid, required for the Company’s subsidiary which is not a domestic public company, the Company will follow the requirement on behalf of its subsidiary report and make a public announcement on a monthly basis before 10[th] of each month.

6. Accounting Procedures

The financial derivatives transactions shall be established and maintained the record in accordance with the accounting policy and relevant regulations.

7. Internal Control

7.1 Risk Management

(1) Credit Risk Control: credit risk is controlled by restricting the counterparties that Chroma deals with to those who either have banking relationship with Chroma and can provide sufficient information.
(2) Market Rick Control: Market risk arising from the fluctuations of interest rates and foreign exchange rates or from other factors shall be closely monitored and controlled.
(3) Liquidity Rick Control: Liquidity risk should be controlled by restricting counterparties to those who have adequate facility, sufficient information and sizable trading capacity and capability to enter into transactions in any markets around the world.
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(4) Operating Risk Control: Delegation systems and operating procedures set forth herein are employed to control operating risk.
(5) Legal Risk Control: Any legal documents in respect of financial derivative transaction shall first be reviewed by in-house and/or outside legal counsel before being executed to control legal risk.
(6) Cash Flow: The Company shall maintain adequate level of quick assets and credit facilities to meet the cash settlement requirement.

7.2 Internal Control

(1) The respective functions of trading, confirmation and settlement should be performed by different personnel.
(2) The trading personnel shall submit the confirmation and settlement to record personnel.
(3) Once the trading personnel execute any transactions, the confirmation personnel shall confirm the transaction terms with the counterparty and obtain relevant supervisory ratification.
(4) The record personnel shall constantly monitor total transaction dollar amount whether it has exceed currency assets, liability and netting position.
(5) Finance Division should prepare a monthly report in connection with the transactions profit and loss for the review of the senior management.

8. Evaluation

Finance Division shall evaluate financial derivative on weekly basis, except the transaction entered for operation hedging purpose need to evaluate on bi-weekly basis and the report need to submit for review by board of directors designed appointed senior management. The Board appointed vice president of Finance and Administration Center for the evaluation, monitoring and control of risks arising from financial derivative transactions. Also the hedging performance and results on regular basis to oversee how well they fit in the Company’s overall business and operating strategies and to review if the associated risks thereof have exceeded the Company’s risk tolerance.

Designated by the Board, the designee should also be responsible for regularly reviewing the level of adequacy of the current risk control process and its degree of consistency with the principles and procedures set forth herein and report to the next coming meeting of the Board.

9. Abnormal Situation

Once having identified unusual performances and results, the designee should report to the Board immediately and undertake any actions deemed necessary to correct the situation. The Company’s independent directors need to attend the meeting and undertake any actions.

10. Record

A reference book shall be established and maintained to record the Company’s financial derivative transactions, type, amount, Board’s approval and evaluation items.

11. Internal Audit

Internal audit personnel is required to evaluate the suitability of the internal control system in connection with financial derivative transactions on a regular basis, to conduct auditing on how well the related departments follow the Procedures, and to produce report with trading cycle analysis on a monthly basis. Should there be any violation found, a written report is needed to notify the Audit Committee.

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12. Subsidiary

12.1 When financial derivative transactions are contemplated by the Company’s subsidiary to enter into, the Company shall supervise its subsidiary to establish relevant procedures for financial derivative transactions.
12.2 If there is any reporting and announcement required for the Company’s subsidiary which is not a domestic public company, the Company will follow the requirement on behalf of its subsidiary.

13. Penalty

The Company’s managers and persons-in-charge shall follow the Procedures in order to prevent the Company from incurring any losses. Should there be any violation of related regulations or the Procedures, subsequent castigation is subject to the related Personnel Articles of the Company.

14. Others

Any matters insufficiently provided for herein shall be subject to the Company Law.

15. Amendments and Execution

These procedures and their amendments shall be approved by the Board of Directors, and then sent to all Audit Committee and proposed at the shareholders’ meeting for approval. If any director expresses objection on the record or in a written statement, the Company shall submit the objection to the Audit Committee and the shareholders’ meeting for discussion. Same as amendments.

1[st] amendment approved by General Shareholder’s Meeting held on 15 May, 2003.
2[nd] amendment approved by General Shareholder’s Meeting held on 30 May, 2007.
3[rd] amendment approved by General Shareholder’s Meeting held on 6 June, 2012.
4[th] amendment approved by General Shareholder’s Meeting held on 11 June, 2014.
5[th] amendment approved by General Shareholder’s Meeting held on 8 June, 2017.
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Appendix 4 Chroma Ate Inc.

Rules and Procedures of Shareholders’ Meeting

Shareholders’ Meeting of the Company (the “Meeting”) shall be conducted in accordance with these Rules and Procedures.
The term “shareholders” as set forth herein denotes the shareholders themselves and the proxies authorized by shareholders.
Shareholders attending the Meeting shall submit the attendance card for the purpose of signing in.
The number of shares represented by shareholders attending the Meeting shall be calculated in accordance with the attendance cards submitted by the shareholders.
The meeting shall be held at the head office of the Company or at any other appropriate place that is convenient for the shareholders to attend. The time to start the Meeting shall not be earlier than 9:00am or later than 3:00pm.
The Chairman of the Board of Directors shall be the chairman presiding at the meeting in the case that the meeting is convened by the Board of Directors. If, for any reason, the Chairman of the Board of Directors cannot preside at the meeting the Vice Chairman of the Board of Directors or one of the Directors shall preside at the Meeting. Where no such designee is designated, the Directors shall be elected out of the directors.
If the Meeting is convened by any other person entitled to convene the Meeting, such person shall be the chairman to preside at the Meeting. If there are more than two conveners, the Chairman shall be elected from the conveners.
The company may appoint designated counsel, CPA or other related persons to attend the meeting. Persons handling affairs of the Meeting shall wear identification cards or badges.
The process of the Meeting shall be tape-recorded or videotaped and these tapes shall be preserved for at least one year.
Chairman shall call the meeting to order at the time scheduled for the Meeting. If the number of shares represented by the shareholders present at the Meeting has not yet constituted the quorum at the time scheduled for the Meeting, the chairman may postpone the time for the Meeting. The postponements shall be limited to two times at the most and Meeting shall not be postponed for longer than one hour in the aggregate. If after two postponements no quorum can yet be constituted but the shareholders present at the Meeting represent more than one-third of the total outstanding shares, tentative resolutions may be made in accordance with Section 1 of Article 175 of the Company Law of the Republic of China. The aforesaid tentative resolutions shall be executed in accordance with relevant provisions of the Company Law.
If during the process of the Meeting the number of outstanding shares represented by the shareholders present becomes sufficient to constitute the quorum, the chairman may submit the tentative resolutions to the Meeting for approval in accordance with Article 174 of the 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 5 Shareholdings of all directors

			Book Closure Date: April 20th2019	Book Closure Date: April 20th2019	Book Closure Date: April 20th2019	Book Closure Date: April 20th2019
Title	Name	Date Elected	Shareholding when Elected		Current Shareholding
			Shares	%	Shares	%
Chairman	Leo,Huang	2017.06.08	23,419,897	5.78%	20,491,897	4.90%
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%	397,548	0.09%
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: 418,538,887 shares on April 20, 2019.
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 20,908,784 shares which have meet the minimum required combined shareholding.
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AI assistant

CHROMA — AGM Information 2019

52029_rns_2019-06-28_8e62aab5-d7dc-4c98-a4e3-750c35edf9e8.pdf

CHROMA ATE INC.

2019 Annual General Shareholders’ Meeting Meeting Agenda (Translation)

CHROMA ATE INC.

Meeting Agenda for the 2019 Annual General Shareholders’ meeting

Table of Contents

Attachments

Appendix

CHROMA ATE INC.

Procedures for the 2019 Annual General Shareholders’ Meeting

CHROMA ATE INC.

2019 Annual General Shareholders’ Meeting Agenda

1. Call meeting to order

2. Chairman’s statements

3. Report Items:

4. Acknowledgement Items:

5. Discussion Items

6. Special Motion

7. Meeting Adjourned

Report Items

Acknowledgement Items

Discussion Items

Special Motion

Meeting Adjourned

ATTACHMENT 1

Business Report

ATTACHMENT 2

Audit Committee’s Review Report

ATTACHMENT 3

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2018 (In Thousands of New Taiwan Dollars or Foreign Currency, Unless Stated Otherwise)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Impairment of Trade Receivables

Evaluation of Write-down of Inventories

Other Matter

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, 2018 AND 2017 (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, 2018 AND 2017 (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, 2018 AND 2017 (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, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Impairment of Trade Receivables

Evaluation of Write-down of Inventories

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, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

CHROMA ATE INC.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHROMA ATE INC.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHROMA ATE INC.

CHROMA ATE INC.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

ATTACHMENT 5

Chroma Ate Inc. Profit Allocation Proposal For Year ended December 31, 2018

Note:

ATTACHMENT 6

Comparison Table for the “Amendments to Articles of Incorporation”

ATTACHMENT 7

CHROMA AGM Information 2019