CHROMA - AGM Information 2020 | FinancialReports.eu

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CHROMA ATE INC.

2020 Annual General Shareholders’ Meeting Meeting Agenda (Translation)

Date: 9:00am June 10, 2020 Venue: 66 Huaya 1st Road, Guishan, Taoyuan, Taiwan

CHROMA ATE INC.

Meeting Agenda for the 2020 Annual General Shareholders’ meeting

Meeting Procedures ....................................................................................................................... 1 2. Meeting Agenda ............................................................................................................................. 2 3. Report Items ................................................................................................................................... 3 4. Acknowledgement Items ............................................................................................................... 4 5. Discussion Items ............................................................................................................................. 4 6. Election of Directors ....................................................................................................................... 5 7. Others ............................................................................................................................................. 7 8. Special Motions .............................................................................................................................. 8

Attachments

(1) Business Report .................................................................................................................. 9 (2) Audit Committee’s Review Report ..................................................................................... 10 (3) Itemized List of Endorsements and Guarantees in 2019.................................................... 11 (4) Independent Auditors’ Report and Financial Statements .................................................. 12 (5) Profit Allocation Proposal ................................................................................................... 33 (6) Comparison Table for the “Amendments to Procedures of Endorsements and Guarantees” ..................................................................................................................................... 34 (7) Comparison Table for the “Amendments to Procedures of Lending of Capital to Other Parties” .............................................................................................................................. 36

Appendix

(1) Articles of Incorporation ..................................................................................................... 40 (2) Procedures of Endorsements and Guarantees ................................................................... 48 (3) Procedures of Lending of Capital to Other Parties ............................................................. 52 (4) Rules for Election of Directors ............................................................................................ 56 (5) Rules and Procedures of Shareholders’ meeting ............................................................... 58 (6) Shareholdings of all directors ............................................................................................. 60

CHROMA ATE INC.

Procedures for the 2020 Annual General Shareholders’ Meeting

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

2020 Annual General Shareholders’ Meeting Agenda

Time: 9:00am, June 10, 2020

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 2019
(2) Audit Committee’s review report
(3) To report the distribution of 2019 profits
(4) To report the distribution of employee bonus and directors’ remunerations

(5) Itemized List of Endorsements and Guarantees in 2019

4. Acknowledgement Items:

(1) To accept 2019 Business Report and Financial Statements
(2) To approve the proposal for distribution of 2019 profits

5. Discussion Items

(1) Discussion of Amendments to Procedures of Endorsements and Guarantees

(2) Discussion of Amendments to Procedures of Lending of Capital to Other Parties

6. Election of Directors

7. Others

(1) Releasing the Directors from Non-competition Restrictions

8. Special Motion

9. Meeting Adjourned

Report Items

To report the business of 2019

Explanatory Notes: Please refer to Attachment (1)

Audit committee’s review report

Explanatory Notes: Please refer to Attachment (2)

To report the distribution of 2019 profits
Explanatory Notes:
(1) The proposal of 2019 earnings distributions is based on the Company Law and the Company’s Articles of Incorporation, clause 34 one (1). It is proposed that the Board of Directors of Chroma will be authorized to adjust the cash dividend to be distributed for each common share.
(2) The total cash dividend proposed by Board of Directors is NT$1,265,000,000. Each common shareholder will be entitled to receive a cash dividend of NT$3. The total cash dividends allotted for each shareholder will be rounded off to NT dollar. The fractional shares with a value less than one dollar are accumulated and adjusted to meet the total amount of profit resolved to be distributed.
(3) The proposal of cash dividend have been approved on 26[th] of February 2020 in the Board of Director meeting. Upon the approval of the General, the chairman is authorized to adjusted the dividends to be distributed accordingly due to issue new shares for exercising of employee stock options.
To report the distribution of employee bonus and directors’ remunerations Explanatory Notes:
(1) According to the resolutions of Company’s board of directors on 2/26 2020, the year 2019 employee bonus and directors’ remunerations will be all paid in cash.
(2) The employees’ bonus was NTD 290,000,000 and directors’ remuneration was NTD 9,600,000.
To report the List of Endorsements and Guarantees in 2019
Explanatory Notes: As end of December 31, 2019, please refer to attachment (3) for the details of endorsements and Guarantees
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Acknowledgement Items

Acknowledge the 2019 Business Report and Financial Statements (Proposed by the Board of Directors)

Explanation:

(1) Chroma 2019 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 2019 Earnings Distribution (Proposed by the Board of Directors) Explanation:
(1) The 2019 Profit Allocation Proposal have been approved by Board of Directors and reviewed by the Company’s Audited Committee, attached hereto as Attachment (5).
(2) Please accept the aforementioned proposal of 2019 earnings distribution.

Discussion Items

Discussion of Amendments to Procedures of Endorsements and Guarantees (Proposed by Board of Directors)

Explanation:

(1) In order to comply with the amendments to the Regulations Governing, here to propose to amend the Procedures of Endorsements and Guarantees.
(2) The Comparison Table for the “Amendments to Procedures of Endorsements and Guarantees” is attached hereto as Attachment (6).
(3) The proposed amendments are submitted for discussion.
Discussion of Amendments to Procedures of Lending of Capital to Other Parties (Proposed by Board of Directors)

Explanation:

(1) In order to comply with the amendments to the Regulations Governing, here to propose to amend the Procedures of Lending of Capital to Other Parties.
(2) The Comparison Table for the “Amendments to Procedures of Lending of Capital to Other Parties” is attached hereto as Attachment (7).
(3) The proposed amendments are submitted for discussion.
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Election of Directors

Election of the Company’s Directors (Proposed by the Board of Directors) Explanation:
(1) The term of the office of directors will be expired on 7[th] of June, 2020. All the directors will be elected at the annual general shareholders’ meeting.
(2) According to the Company Articles of Incorporation clause 20, seven (7) directors (including three (3) independent directors) will be elected. The term of the office of new directors is three years, starting from 10[th] of June, 2020 to 9[th] of June 2023.
(3) The Company adopted the candidates’ nomination system. The relevant information stated as follow:

Directors (including Independent Directors)

Title	Name	Educational	Experiences	Current Shareholding (Unit: Shares)
Director	Leo Huang	Engineering, National Chiao Tung University	Current Position: Chairman & CEO of Chroma Ate Inc. Chairman of DynaScan Technology Corp. Chairman of Chroma New Material Corp. Chairman of Testar Electronics Corp. Chairman of Innovative Nanotech Inc. Experiences: CEO ofKo MaoCorp.	20,763,897
Director	Ishih Tseng	Bachelor, Mechanical Engineering, National Taiwan University PhD, Mechanical Engineering, University of Pennsylvania	Current Position: General Manager of ISS Department, Chroma ATE Inc. Experiences: Senior Engineer, Institute for Information Industry	424,548
Director	Tsun-I, Wang	PhD, Department of Photonics, National Chiao Tung University Master and Undergraduate of Electronics Engineering, National Chiao Tung University	Current Position: Chief Technical Officer, DynaScan Technology Corp. Experiences: Vice President, Tailyn Technologies, Inc.	19,339
Director	Chung-Ju Chang	PhD, Electrical Engineering, National Taiwan University Master and Undergraduate of Electronics Engineering, National Chiao Tung University	Current Position: Honorary Retired Professor of Electronics Engineering, National Chiao Tung University Experiences: Chair Professor, Department of Electrical Engineering, National Chiao Tung University Director of Research and Development, National Chiao Tung University Dean and Director of the Institute of Communications Engineering, National Chiao Tung University Committee of Technology Development Committee of Ministry of Economic Affairs Technology consultant of Ministry of Education Technology consultant of Ministry of Transportation and Communication	0

Independent Director	Tai-Jen George Chen	Ph. D., Department of Atmospheric Sciences, State University of New York at Albany, U.S.A. Master Department of Atmospheric Sciences, State University of New York at Albany, U.S.A. B.S., Department of Geography (Division of Meteorology), National Taiwan University, R.O.C.	Current Position: Distinguished Chair Professor, National Taiwan University Experiences: Executive Vice President of National Taiwan University Vice President for Academic Affairs of National Taiwan University Professor, Department of Atmospheric Sciences, National Taiwan University	0
Independent Director	Jia-Ruey Duann	Ph. D., Physics, North Dakota State University Harvard Business School Advanced Management Program	Current Position: Senior Vice President of ITRI General Director of ITRI Central & Southern Region Campuses President of CIE-Taiwan Experiences: General Director, Center for Measurement Standards, ITRI Senior Researcher, Deputy General Director, Center for Measurement Standards, ITRI Senior Researcher, Director of Planning & Promotion Division, Center for Measurement Standards, ITRI Associate Professor, Department of Physics of Chung Yuan Christian University Chairman of Automatic Optical Inspection Equipment Association Assistant Research, Factory Director of Taiwan Instrument Research Institute	0
Independent Director	Steven Wu	MBA from George Washington University B.S., Industrial Management, National Cheng Kung University	Current Position: Executive Vice President of Private Equity Department at CDIB Capital and a Managing Director of CDIB Capital International. Experiences: Senior Vice President of China Venture Management Senior Vice President of WI Harper Vice president of the Investment Department at Central Investment Holding. Assistant Vice President of Investment Investigation Department at KMT Business Management Committee Senior Consultant in Financial Advisory Service Division of Arthur Andersen Investment Manager of the Pacific Capital	0

(4) Propose for election.

Other

Releasing the Directors from Non-competition Restrictions (Proposed by the Board of Directors) Explanation:
(1) The new directors concurrently work for other companies, which may constitute the act restricted under Article 209 of the Company Act, need to submit to the shareholders’ meeting for resolution to release the non-competition restrictions on the directors, without prejudice to the interests of the Company.
(2) The detailed information for each director’s position in other companies stated as below.

Title	Name	Position in Other Companies
Director	Leo Huang	Chairman of DynaScan Technology Corp. Chairman of Testar Electronic Corp. Chairman of Innovative Nanotech Inc. Chairman of EVT Technology Corp. Chairman of Weida electric Vehicle Co., Ltd. Juristic Director of ADIVIC Technology Co., Ltd. Independent Director of Ichia Technologies Inc. Director of I-Sheng Electric Wire & Cable Co., Ltd. Director of Leadtek Research Inc. Juristic Director of Tian Zheng International Precision Machinery Co., Ltd. Director of Twoway Communications, Inc.
Director	Ishih Tseng	Chairman of ADIVIC Technology Co., Ltd. Juristic Director of Testar Electronic Corp. Juristic Director of Innovative Nnaotech Inc.
Director	Tsun-I, Wang	Director of DynaScan Technology Corp. Juristic Director of Testar Electronic Corp. Juristic Director of Innovative Nnaotech Inc. Independent Director of Dynapack International Technology Corporation.
Independent Director	Tai-Jen George Chen	Independent Director of Ichia Technologies Inc.
Independent Director	Jia-Ruey Duann	Independent Director of Powertip Tech Corp.
Independent Director	Steven Wu	Director of Anhui Dongjin Renewable Resource Tehcnology Co., Ltd. Director of Great Rich Technology Limited. Director of Jiangyin Sdhc Composite Material Co., Ltd. Director of Jiangsu Junhui Optoelectronic Director of Dongjin Green Tech Co., Ltd. Vice Chairman of JINTEX Chairman of Prime Express International Limited Director of Billion View Investment Limited Director of Dongjin Green Tech Holdings Co., Ltd. Director of Great Rich Technologies Limited Director of Prime Express Holdings Limited

(3) The proposal is submitted for resolution.

Special Motion

Meeting Adjourned

ATTACHMENT 1 Business Report

The market sentiment in 2019 was continued from 2018, the trade war tension between U.S. and China still existed, which increase uncertainty to high-tech industries. As a results of impact from adopting manufacturing diversification and production shift out of China, most of capacity were ramp up in second half of 2019. Chroma ATE Inc. the consolidated sales revenues in year 2019 was NTD 13.9 billion, while the parent company sales revenues were 8.1 billion, with net income of 1.9 billion equals to earnings per share of NTD 4.48.

In year 2019, Chroma consolidated testing equipment business was presented a growth of 10%. Particularly, the Semiconductor / Photonics sector sales revenues were increased 22%, mainly presence in 5G network infrastructure and AI related semiconductor demand increased. Despite of China cuts to EV subsidies, the test instruments & automatic testing system sector still presented a steady growth of 4%, due to the demand of EV related components, battery module / pack and related high power testing equipment and system. On the other hand, MAS business in year 2019 presented a large decline of 79%, due to solar industry slowing down. Hence, Chroma consolidated sales were declined by 18%. Other consolidated financial ratio stated as below:

Financial Performance for Year 2018 ~ 2019

Items		2019	2018
Capital Structure Analysis(%)	Debt Ratio(%)	41.87	36.69
	Long-term Fund to Fixed Assets Ratio(%)	557.61	508.27
Liquidity Analysis (%)	Current Ratio(%)	168.74	221.54
	Quick Ratio(%)	129.77	163.98
Profitability Analysis (%)	Return on Total Assets(%)	7.80	11.37
	Return on Equity Attributable to Shareholders of the Parent(%)	12.83	18.42
	Net Profit Margin(%)	13.33	15.04

Look forward to year 2020, U.S.-China trade war, technology warfare still continued, plus COVID19 impact, which might cause supply chain disruption. The global economy remains a lot of uncertainty. To face those challenges, the Company’s strategies to secure sales growth and maximize shareholders’ returns are:

Focus on the demand of production relocation out of China.
Increase tier-one customers’ satisfaction through integrated Test Turnkey Solutions.
Active development of related testing equipment needs for megatrend of advanced semiconductor migration, AIOT and 5G communications.
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ATTACHMENT 2

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2019 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 9[th] , 2020

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ATTACHMENT 3

CHROMA ATE INC. AND SUBSIDIARIES

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2019

(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/ Guaranteed During the Period	Outstanding Endorsement /Guarantee at the End of the Period	Actual Borrowing Amount	Amount Endorsed/ Guaranteed 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 ATE (Suzhou) Co., Ltd. Quantel Private Ltd.	Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary	$ 2,173,314 2,173,314 2,173,314 2,173,314 2,173,314 2,173,314 2,173,314	$ 34,100 50,385 149,900 21,525 43,050 86,100 44,560	$ 27,600 50,385 149,900 21,525 43,050 86,100 -	$ 19,320 33,590 149,900 - 2,711 6,116 -	$ - - - - - - -	0.19% 0.35% 1.03% 0.15% 0.30% 0.59% -	$ 4,346,628 4,346,628 4,346,628 4,346,628 4,346,628 4,346,628 4,346,628	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 the New Taiwan dollars at the exchange rate of US$1=NT$29.980, JPY1=NT$0.276, RMB1=NT$4.305, EUR1=NT$33.590, SGD1=NT$22.280 as of December 31, 2019.

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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 (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2019 and 2018, 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, 2019 and 2018, 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, 2019. 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.

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Key audit matters of the consolidated financial statements for the year ended December 31, 2019 are stated as follows:

Impairment of Trade Receivables

As indicated in Notes 5 and 10, trade receivables are a significant accounts in the consolidated balance sheets of the Group. The process of determining an impairment loss is subject to continuous assessment of uncollectible accounts. Management recognizes a loss allowance for lifetime Expected Credit Loss (ECL) on trade receivables under the regulations of IFRS 9 “Financial Instruments”. The measurement of ECL model involves management’s subjective judgements and assumptions regarding the credit risks which may have a significant impact on the loss allowance recognized from trade receivables; thus, we identified the impairment of trade receivables as a key audit matter.

We assessed the rationale of the Group’s policy on estimating allowance for trade receivables, tested the loss rates of ECL, inspected individual overdue receivables and made relevant inquiries, to draw a conclusion on lifetime ECL of trade receivables.

Valuation of Inventory Write-down

The Group’s inventories are consisted primarily of test instruments, which are widely used in technology industries such as power supply, passive components, semiconductor, LED, and solar energy. The Group adjusts its product portfolio in response to the rapid change in market and business cycle. Technological change or competition may result in the risk of inventories becoming unmarketable or prices fall due to lack of demand. As stated in Note 5, inventory valuation includes the consideration of whether such test instruments are obsolete or unmarketable and the estimation of their future demand. Since the valuation process involved significant assumptions and estimates from management, the valuation of inventories was deemed to be a key audit matter.

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

Refer to Note 11 to the consolidated financial statements for the detailed information on 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, 2019 and 2018 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 the 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, 2019 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 26, 2020

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, 2019 AND 2018

(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) Financial assets at amortized cost - current (Notes 9 and 31) Contract assets - current (Note 23) Notes receivable (Note 10) Trade receivables (Notes 5 and 10) Trade receivables - related parties (Notes 10 and 30) Inventories (Notes 5 and 11) Prepayments Other current assets (Note 30) 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) Investments accounted for using the equity method (Note 13) Property, plant and equipment (Notes 14 and 31) Right-of-use assets Investment properties (Note 16) Goodwill (Note 17) Other intangible assets (Note 18) Deferred tax assets (Note 25) 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 (Notes 19 and 31) Contract liabilities - current (Note 23) Notes payable Notes payable - related parties (Note 30) Trade payables Trade payables - related parties (Note 30) Other payables (Note 20) Current tax liabilities Lease liabilities - current Current portion of long-term borrowings (Notes 19 and 31) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Notes 19 and 31) Lease liabilities - non-current Deferred tax liabilities (Note 25) Net defined benefit liabilities (Note 21) Guarantee deposits received Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 22) Ordinary share capital Advance receipts for 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		2019 Amount % $ 2,261,531 9 489,745 2 703,368 3 1,258,046 5 174,921 1 4,580,488 18 27,108 - 2,664,658 10 248,583 1 203,794 1 12,612,242 50 4,762 - 612,367 2 2,911,230 11 3,221,431 13 146,462 1 3,137,187 12 225,996 1 42,605 - 317,569 1 2,066,847 8 23,413 - 114,961 1 12,824,830 50 $ 25,437,072 100 $ 2,352,800 9 706,857 3 38,031 - 3,054 - 2,589,773 10 3,008 - 1,340,917 6 323,323 1 60,059 - 27,763 - 28,602 - 7,474,187 29 2,422,051 10 88,138 - 484,147 2 163,089 1 20,000 - 3,177,425 13 10,651,612 42 4,192,961 17 13,724 - 3,629,471 14 2,407,039 10 86,888 - 4,382,043 17 6,875,970 27 (187,651) (1) (35,714) - 14,488,761 57 296,699 1 14,785,460 58 $ 25,437,072 100		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 - - 13,240 - 33,847 - 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

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, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

NET OPERATING REVENUE (Notes 23 and 30) OPERATING COSTS (Notes 11, 24 and 30) 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 24 and 30) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit impairment losses Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Finance costs (Note 24) Share of profits of associates and joint ventures (Note 13) Interest income Dividend income Other income (Note 30) Gain (loss) on disposal of property, plant and equipment, net Net foreign exchange (loss) gain (Note 34) Gain on financial assets at fair value through profit or loss, net Other expenses Total non-operating income and expenses		2019 Amount % $ 13,909,634 100 7,329,023 53 6,580,611 47 - - 79 - 6,580,690 47 2,140,645 15 1,019,799 7 1,283,422 9 77,365 1 4,521,231 32 2,059,459 15 (54,020) - 97,192 1 25,904 - 41,532 - 238,362 2 15,468 - (85,663) (1) 3,460 - (3,088) - 279,147 2		2018
				Amount % $ 16,931,128 100 9,472,788 56 7,458,340 44 (47) - - - 7,458,293 44 2,010,963 12 1,144,245 7 1,254,553 7 8,899 - 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 (Continued)

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CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 25) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized gain on investments in equity investments designated as at fair value through other comprehensive income Share of the other comprehensive loss of associates and joint ventures accounted for using the equity method Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Share of the other comprehensive loss of associates and joint ventures accounted for using the equity method Total other comprehensive (loss) income TOTAL COMPREHENSIVE INCOME NET PROFIT ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests COMPREHENSIVE INCOME ATTRIBUTABLE TO: Owners of the Corporation Non-controlling interests		2019 Amount % $ 2,338,606 17 449,130 3 1,889,476 14 (14,163) - (5,455) - (40) - (115,190) (1) (114,957) (1) (249,805) (2) $ 1,639,671 12 $ 1,854,481 14 34,995 - $ 1,889,476 14 $ 1,608,601 12 31,070 - $ 1,639,671 12		2018
				Amount % $ 3,308,090 20 760,911 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 (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 26) Basic Diluted	2019 Amount % $ 4.48 $ 4.42	2018
		Amount % $ 6.22 $ 6.08

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, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

	Equity Attributab	le to Owners of the Corporation	le to Owners of the Corporation	le to Owners of the Corporation
Ordinary Capital Collected in Share Capital Advance Capital Surplus $ 4,118,942 $ - $ 3,187,289 - - - - - - - - (267 ) - - - - - - - - - 16,141 - 84,486 - - - (840 ) - - - - 8,572 33,551 - 189,557 - - - - - - - - - - - - 4,167,794 3,469,637 - - - - - - - - 10,250 - - - - - - - - - - - - (1,009 ) - - - - 8,003 26,176 13,724 119,085 - - 22,496 - - - - - - $ 4,192,961 $ 13,724 $ 3,629,471	Retained Earnings	Total $ 6,107,426 - (1,854,424 ) - 2,546,275 (5,322) 2,540,953 - - - - - - (2,107 ) 4,241 (1,030) 6,795,059 - (1,750,896 ) - 1,854,481 (14,132) 1,840,349 - - - - - - (8,542) $ 6,875,970	Other Equity		Total Treasury Shares $ (39,618 ) $ (35,714 ) - - - - - - - - 5,631 - 5,631 - - - - (840 ) - 840 - - 51,472 - - - - - (4,241 ) - - - 13,244 (35,714 ) - - - - - - - - (231,748) - (231,748) - - (1,009 ) - 1,009 - - - - 30,853 - - - - - $ (187,651) $ (35,714)
			Exchange Differences on Translating the Financial Unrealized Gain (Loss) on Financial Assets at Fair Value through Other Statements of Comprehensive Un Foreign Operations Income $ (97,633 ) $ 151,864 - - - - - - - - (7,239) 12,870 (7,239) 12,870 - - - - - - - - - - - - - - - (4,241 ) - - (104,872 ) 160,493 - - - - - - - - (226,201) (5,547) (226,201) (5,547) - - - - - - - - - - - - - - $ (331,073) $ 154,946	earned Employee Benefit $ (93,849 ) - - - - - - - - - - 51,472 - - - - (42,377 ) - - - - - - - - - - 30,853 - - $ (11,524)
	Unappropriated Legal Reserve Special Reserve Earnings $ 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 4,555,760 254,628 - (254,628 ) - - (1,750,896 ) - - - - - 1,854,481 - - (14,132) - - 1,840,349 - - - - - - - - - - - - - - - - - - - - (8,542) $ 2,407,039 $ 86,888 $ 4,382,043

The accompanying notes are an integral part of the consolidated statements

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CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (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 Net gain on financial 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 the equity method (Gain) loss on disposal of property, plant and equipment, net Write-downs of inventories Unrealized gain on transactions with associates and joint ventures Realized gain on transactions with associates and joint ventures Net loss (gain) on foreign currency exchange Net changes in operating assets and liabilities Contract assets 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 (Increase) decrease in financial assets at amortized cost Payments to acquire financial assets at fair value through profit or loss	2019 $ 2,338,606 440,062 6,140 77,365 (3,460) 54,020 (25,904) (41,532) 53,004 (97,192) (15,468) 39,364 - (79) 11,741 (412,882) (78,758) (30,629) (370,531) (72,782) 74,210 (181,476) (106,244) 325,805 (58,348) 92 (5,340) (11,128) 1,908,656 (544,142) 1,364,514 - - (291,899) (571,116)	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 (67,800) 5,262 479,482 (1,989,000) (Continued)

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CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

Acquisition associate Proceeds from disposal of financial assets at fair value through profit or loss Payments for property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in refundable deposits Payments to acquire intangible assets Net cash inflows from business combination (Increase) decrease in other non-current assets Increase in prepayments for equipment Interest received Dividends received Net cash used in 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 Repayment of lease principal Cash dividends paid Exercise of employee stock options Payments for buy-back of ordinary shares Interest paid Increase in non-controlling interests Net cash generated from (used in) financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET DECREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2019 $ (2,342,340) 1,432,820 (101,132) 50,585 443,335 (2,614) - (20,695) (1,007,162) 28,874 114,875 (2,266,469) 1,547,730 1,600,000 (1,114,008) 19,034 (110,398) (1,750,572) 158,985 (1,009) (53,880) (11,250) 284,632 (45,103) (662,426) 2,923,957 $ 2,261,531	2018 $ - 1,701,003 (135,775) 13,877 (439,309) (2,850) 8,477 1,703 (1,517,801) 47,292 60,899 (1,834,540) 332,835 900,000 (1,216,046) 128 - (1,851,804) 195,755 (840) (41,034) 49,669 (1,631,337) 47,636 (2,152,454) 5,076,411 $ 2,923,957

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

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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, 2019 and 2018, 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, 2019 and 2018, 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, 2019. 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.

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The key audit matters of the financial statements for the year ended December 31, 2019 are described as follows:

Impairment of Trade Receivables

As indicated in Notes 5 and 9, trade receivables are a significant account in the balance sheets of Chroma ATE Inc. The process of determining an impairment loss is subject to continuous assessment of uncollectible accounts. Management recognizes a loss allowance for lifetime Expected Credit Loss (ECL) on trade receivables under the regulations of IFRS 9 “Financial Instruments”. The measurement of ECL model involves management’s subjective judgements and assumptions regarding the credit risks which may have a significant impact on the loss allowance recognized from trade receivables; thus, we identified the impairment of trade receivables as a key audit matter.

We assessed the rationale of the Corporation’s policy on estimating allowance for trade receivables, tested the loss rates of ECL, inspected individual overdue receivables and made relevant inquiries, to draw a conclusion on lifetime ECL of trade receivables.

Valuation of Inventory Write-down

The Corporation’s inventories are consisted primarily of test instruments, which are widely used in technology industries such as power supply, passive components, semiconductor, LED, and solar energy. The Corporation adjusts its product portfolio in response to the rapid change in market and business cycle. Technological change or competition may result in the risk of inventories becoming unmarketable or prices fall due to lack of demand. As stated in Note 5, inventory valuation includes the consideration of whether such test instruments are obsolete or unmarketable and the estimation of their future demand. Since the valuation process involved significant assumptions and estimates from management, the valuation of inventories was deemed to be a key audit matter.

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

Refer to Note 10 to the financial statements for the detailed information on 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.

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Auditors’ Responsibilities for the Audit of the Financial Statements

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

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

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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, 2019 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 26, 2020

Notice to Readers

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

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

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CHROMA ATE INC.

BALANCE SHEETS DECEMBER 31, 2019 AND 2018 (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) Notes receivable (Notes 9) Notes receivable - related parties (Notes 9 and 26) Trade receivables (Notes 5 and 9) Trade receivables - related parties (Notes 9 and 26) Other receivables - related parties (Note 26) Inventories (Notes 5 and 10) Prepayments Other current assets (Note 26) 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) Investments accounted for using equity method (Note 11) Property, plant and equipment (Notes 12, 27 and 28) Right-of-use assets Investment properties (Notes 13 and 28) Goodwill (Note 14) Deferred tax assets (Note 21) Prepayments for land and equipment (Note 28) Refundable deposits Total non-current assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Note 15) Contract liabilities - current (Note 19) Notes payable (Note 26) Trade payables Trade payables - related parties (Note 26) Other payables (Note 16) Current tax liabilities (Note 21) Lease liabilities - current Current portion of long-term borrowings (Note 15) Other current liabilities Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings (Note 15) Deferred tax liabilities (Note 21) Lease liabilities - non-current Net defined benefit liabilities (Note 17) Guarantee deposits received Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 18) Ordinary share capital Advance receipts for share capital Capital surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury shares Total equity TOTAL		2019 Amount % $ 459,246 2 - - 4,261 - - - 1,263,447 6 2,054,611 9 466,695 2 2,026,079 9 158,787 1 111,176 1 6,544,302 30 4,762 - 607,835 3 6,709,803 31 2,406,545 11 45,395 - 3,137,187 14 94,424 - 185,438 1 2,062,861 10 4,588 - 15,258,838 70 $ 21,803,140 100 $ 1,600,000 7 427,357 2 - - 1,057,126 5 196,063 1 840,915 4 177,330 1 14,731 - 15,000 - 18,580 - 4,347,102 20 2,285,000 11 475,632 2 30,892 - 155,753 1 20,000 - 2,967,277 14 7,314,379 34 4,192,961 19 13,724 - 3,629,471 17 2,407,039 11 86,888 - 4,382,043 20 6,875,970 31 (187,651) (1) (35,714) - 14,488,761 66 $ 21,803,140 100		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

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

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CHROMA ATE INC.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 19 and 26) Sales Less: Sales returns Sales allowances Net operating revenue OPERATING COSTS (Notes 10, 20 and 26) GROSS PROFIT UNREALIZED LOSS ON TRANSACTIONS WITH SUBSIDIARIES AND ASSOCIATES REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 20 and 26) Selling and marketing expenses General and administrative expenses Research and development expenses Expected credit (gain) loss Total operating expenses PROFIT FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Finance costs (Note 20) Share of profit of subsidiaries, associates and joint ventures, net (Note 11) Interest income (Note 26) Rental income (Note 26) Dividend income Other income (Note 26) Gain on disposal of property, plant and equipment, net Net foreign exchange (loss) gain (Note 30) Gain on financial assets at fair value through profit or loss, net Other expenses Total non-operating income and expenses		2019 Amount % $ 8,134,351 100 (2,807) - (20,511) - 8,111,033 100 (3,970,120) (49) 4,140,913 51 (48,359) - 4,092,554 51 812,636 10 454,868 6 1,171,660 14 (37,000) - 2,402,164 30 1,690,390 21 (35,680) - 420,917 5 9,524 - 18,471 - 38,427 1 53,340 1 1,196 - (46,438) (1) 725 - (497) - 459,985 6		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 11 468,125 6 1,143,397 15 3,000 - 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 (Continued)

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CHROMA ATE INC.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

PROFIT BEFORE INCOME TAX INCOME TAX EXPENSE (Note 21) NET PROFIT FOR THE YEAR OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Unrealized (loss) gain on investments in equity investments designated as at fair value through other comprehensive income Share of the other comprehensive loss of subsidiaries, associates and joint ventures accounted for using the equity method Items that may be reclassified subsequently to profit or loss: Exchange differences on translating the financial statements of foreign operations Share of the other comprehensive loss of subsidiaries, associates and joint ventures accounted for using the equity method Total other comprehensive (loss) income TOTAL COMPREHENSIVE INCOME EARNINGS PER SHARE (NT$; Note 22) Basic Diluted		2019 Amount % $ 2,150,375 27 295,894 4 1,854,481 23 (13,552) - (6,001) - (126) - (111,244) (1) (114,957) (2) (245,880) (3) $ 1,608,601 20 $ 4.48 $ 4.42		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

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

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CHROMA ATE INC.

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

Ordinary Share Capital Collected in Capital Advance Capital Surplus BALANCE AT JANUARY 1, 2018 $ 4,118,942 $ - $ 3,187,289 Appropriation of the 2017 earnings Legal reserve - - - Cash dividends - NT$4.5 per share - - - Change in capital surplus from investments in subsidiaries, associates and joint ventures accounted for using the equity method - - (267 ) 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 16,141 - 84,486 Buy-back of treasury shares - - - Cancelation of treasury shares (840 ) - - Adjustment of capital surplus for corporation's cash dividends received by subsidiaries - - 8,572 Changes in percentage of ownership interests in subsidiaries - - - Share-based payment transaction 33,551 - 189,557 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 the equity method - - - BALANCE AT JANUARY 1, 2019 4,167,794 - 3,469,637 Appropriation of the 2018 earnings Legal reserve - - - Cash dividends - NT$4.2 per share - - - Change in capital surplus from investments in subsidiaries, associates and joint ventures accounted for using the equity method - - 10,250 Net profit for the year ended December 31, 2019 - - - Other comprehensive loss for the year ended December 31, 2019 - - - Total comprehensive income (loss) for the year ended December 31, 2019 - - - Buy-back of treasury shares - - - Cancelation of treasury shares (1,009 ) - - Adjustment of capital surplus for corporation's cash dividends received by subsidiaries - - 8,003 Changes in percentage of ownership interests in subsidiaries - - - Exercise of employee stock options 26,176 13,724 119,085 Share-based payment transaction - - 22,496 BALANCE AT DECEMBER 31, 2019 $ 4,192,961 $ 13,724 $ 3,629,471		Retained Earnings	Total $ 6,107,426 - (1,854,424 ) - 2,546,275 (5,322) 2,540,953 - - - - (2,107 ) - 4,241 (1,030) 6,795,059 - (1,750,896 ) - 1,854,481 (14,132) 1,840,349 - - - (8,542 ) - - $ 6,875,970	Other Equity	Total Treasury Shares $ (39,618 ) $ (35,714 ) - - - - - - - - 5,631 - 5,631 - - - - (840 ) - 840 - - - - 51,472 - (4,241 ) - - - 13,244 (35,714 ) - - - - - - - - (231,748) - (231,748) - - (1,009 ) - 1,009 - - - - - - 30,853 - $ (187,651) $ (35,714)	Total Equity $ 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 - (1,750,896 ) 10,250 1,854,481 (245,880) 1,608,601 (1,009 ) - 8,003 (8,542 ) 158,985 53,349 $ 14,488,761
				Unrealized Gain Exchange (Loss) on Differences on Financial Assets at Translating the Fair Value Financial Through Other Statements of Comprehensive Unearned Foreign Operations Income Employee Benefit $ (97,633 ) $ 151,864 $ (93,849 ) - - - - - - - - - - - - (7,239) 12,870 - (7,239) 12,870 - - - - - - - - - - - - - - - - - - 51,472 - (4,241 ) - - - - (104,872 ) 160,493 (42,377 ) - - - - - - - - - - - - (226,201) (5,547) - (226,201) (5,547) - - - - - - - - - - - - - - - - - - 30,853 $ (331,073) $ 154,946 $ (11,524)
		Unappropriated Legal Reserve Special Reserve Earnings $ 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 4,555,760 254,628 - (254,628 ) - - (1,750,896 ) - - - - - 1,854,481 - - (14,132) - - 1,840,349 - - - - - - - - - - - (8,542 ) - - - - - - $ 2,407,039 $ 86,888 $ 4,382,043

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

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CHROMA ATE INC.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Depreciation expenses Amortization expenses Expected credit (gain) loss recognized on trade receivables Net gain on financial assets 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 the equity method Gain on disposal of property, plant and equipment Write-downs of inventories Unrealized gain on transactions with subsidiaries and associates Net loss (gain) 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 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 Proceeds from disposal of financial assets at fair value through profit or loss Payments to acquire investments accounted for using the equity method Payments for property, plant and equipment	2019 $ 2,150,375 214,414 - (37,000) (725) 35,680 (9,524) (38,427) 53,004 (420,917) (1,196) 35,076 48,359 71,524 5,546 (774,916) (193,575) (111,610) (37,857) 396,343 (105) 270,824 174,281 2,619 (10,192) 1,822,001 (284,676) 1,537,325 - - (400,000) 1,354,226 (2,342,340) (72,011)	2018 $ 2,928,608 176,530 960 3,000 (6,493) 21,760 (8,903) (22,880) 78,596 (1,222,318) (1) 21,000 10,857 (62,225) (4,237) 553,062 (761) 53,689 37,689 (30,579) (3,685) (422,570) (51,971) (168) (9,657) 2,039,303 (224,349) 1,814,954 (67,800) 5,262 (1,745,000) 1,631,577 - (133,241) (Continued)

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CHROMA ATE INC.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

Proceeds from disposal of property, plant and equipment Increase in refundable deposits (Increase) decrease in other receivables - related parties Increase in prepayments for equipment Interest received Dividends received Net cash used in 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 Repayment of the principal portion of lease liabilities Cash dividends paid Exercise of employee stock options Payments for buy-back of ordinary shares Payments to acquire subsidiary Interest paid Net cash used in financing activities EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES NET DECREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	2019 $ 15,503 817 (2,972) (1,003,176) 9,490 684,955 (1,755,508) 970,000 1,600,000 (1,100,000) 19,308 (17,452) (1,750,896) 158,985 (1,009) (80,000) (35,053) (236,117) (2,353) (456,653) 915,899 $ 459,246	2018 $ 6,949 (3,070) 5,409 (1,519,652) 9,173 627,585 (1,182,808) 330,000 900,000 (1,200,000) 123 - (1,854,424) 195,755 (840) (121,970) (30,989) (1,782,345) 20,027 (1,130,172) 2,046,071 $ 915,899

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

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ATTACHMENT 5

Chroma Ate Inc. Profit Allocation Proposal For Year ended December 31, 2019

		Unit: NT$
Undistributed Earnings of Previous Year Retain earnings adjustments due to long term investments Accrued pension costs under retain earnings Adjusted undistributed Earnings at the end of the period Plus: Net Income 2019 Less: 10% Legal Reserve Special Reserve Earnings in 2019 Available for Distribution Distribution Item: Cash Dividends to Common Share Holders (NT$3 per Share) Unappropriated Retained Earnings	$	2,550,236,880 (8,542,583) (14,132,540)
	2,527,561,757 1,854,481,394 (185,448,139) (89,240,052) 4,107,354,960 (1,265,000,000)	2,527,561,757 1,854,481,394 (185,448,139) (89,240,052)
	2,842,354,960

Note:

Net Income of 2019 shall be preferred in the profit distribution.

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

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ATTACHMENT 6

Comparison Table for the “Amendments to Procedures of Endorsements and Guarantees”

Article	After Revision	Before Revision	Explanation
8	Public Announcement Procedure The Company shall make relevant public announcements with regard to matters related to endorsements and guarantees in accordance with the criteria for public announcement. 8.1 The Company shall make a public announcement for the balance amount of endorsements and guarantees on a monthly basis before 10th of each month. 8.2 If the balance amount of endorsements and guarantees meet any of following criteria, the Company shall make a public announcement within two (2) days from the date of effective. (1) The Company and its subsidiaries’ balance amount of endorsements and guarantees reach over 50% net value of the Company, based on latest financial report. (2) The Company and its subsidiaries’ balance amount of endorsements and guarantees to single recipient company reach 20% net value of the Company, based on latest financial report. (3) The Company and its subsidiaries’ balance amount of endorsements and guarantees to single recipient company reach over NT$ 10 million. Also the sums of the endorsement,invested capital to equity method investmentand lending capital have reached 30% net value of the Company, based on latest financial report. (4) The Company and its subsidiaries new added balance amount of endorsements and guarantees have reached over NT$ 30 million and also reached 5% net value of the Company, based on latest financial report. 8.3 If the Company’s subsidiary is not a domestic public company, the Company will follow the requirement on behalf of its subsidiary to make a public announcement. The effective date is defined as contract date, payment date, board of directors’ resolution date or other sufficient information to indicate the date of	Public Announcement Procedure The Company shall make relevant public announcements with regard to matters related to endorsements and guarantees in accordance with the criteria for public announcement. 8.1 The Company shall make a public announcement for the balance amount of endorsements and guarantees on a monthly basis before 10th of each month. 8.2 If the balance amount of endorsements and guarantees meet any of following criteria, the Company shall make a public announcement within two (2) days from the date of effective. (1) The Company and its subsidiaries’ balance amount of endorsements and guarantees reach over 50% net value of the Company, based on latest financial report. (2) The Company and its subsidiaries’ balance amount of endorsements and guarantees to single recipient company reach 20% net value of the Company, based on latest financial report. (3) The Company and its subsidiaries’ balance amount of endorsements and guarantees to single recipient company reach over NT$ 10 million. Also the sums of the endorsement, investment capital and lending capital have reached 30% net value of the Company, based on latest financial report. (4) The Company and its subsidiaries new added balance amount of endorsements and guarantees have reached over NT$ 30 million and also reached 5% net value of the Company, based on latest financial report. 8.3 If the Company’s subsidiary is not a domestic public company, the Company will follow the requirement on behalf of its subsidiary to make a public announcement. The effective date is defined as contract date, payment date, board of directors’ resolution date or other sufficient information to indicate the date of	Amendments according to the Company Law

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	counterparties andendorsement amount.	counterparties and
13	Amendments and Execution These procedures and their amendments shall be approved byover half of theAudit Committee and thenapproved bythe Board of Directors, and proposed at the shareholders’ meeting for approval. Same as amendments. 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. Aforementioned statements, if amendments not approved by over half of	Amendments and Execution These procedures and their amendments shall be approved by the Audit Committee and then the Board of Directors, and proposed at the shareholders’ meeting for approval. Same as amendments. 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. 1st amendment approved by General Shareholder’s Meeting held on 15 May, 2003. 2nd amendment approved by General Shareholder’s Meeting held on 16 May, 2006. 3rd amendment approved by General Shareholder’s Meeting held on 22 May, 2009. 4th amendment approved by General Shareholder’s Meeting held on 26 May, 2010. 5th amendment approved by General Shareholder’s Meeting held on 10 June, 2013. 6th amendment approved by General Shareholder’s Meeting held on 8 June, 2017.	Amendments according to the Company Law and the shareholders’ meeting date shall be the date of these amendments.
	the Audit Committee, and then shall be approved by over two-third (2/3) of Board
	of Directors, and proposed at the Board of
	Directors’meeting with written statement
	of Audit Committee’s resolutions. The Company has established independent directors,according to item 1,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. The Audit Committees and aforementioned Board of Directors stated
	in item 1 shall mean the actual number of
	persons currently holding the positions. 1st amendment approved by General Shareholder’s Meeting held on 15 May, 2003. 2nd amendment approved by General Shareholder’s Meeting held on 16 May, 2006. 3rd amendment approved by General Shareholder’s Meeting held on 22 May, 2009. 4th amendment approved by General Shareholder’s Meeting held on 26 May, 2010. 5th amendment approved by General Shareholder’s Meeting held on 10 June, 2013. 6th amendment approved by General Shareholder’s Meeting held on 8 June, 2017. 7th amendment approved by General Shareholder’s Meeting held on 10 June, 2020.

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ATTACHMENT 7

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

Article	After Revision	Before Revision	Explanation
2	Recipients Unless otherwise under any of the following circumstances, the capital of the Company shall not lent to any shareholder of the Company or any other person: 1. Companies having business relationship with the Company. 2. Companies in need of funds for a short- term period. For the purpose of this procedure, “short-term period” shall mean the period of one (1) year. Fund-lending to companies having business relationship with the Company shall be limited to the circumstance that the said companies need working capital. Fund-lending to companies which need funds for a short-term period shall be limited to subsidiaries in which the Company directly or indirectly holds more than fifty percent (50%) of the voting shares. If the responsible person of a Company who has violated the provisions of the preceding Paragraph one (1), shall be liable, jointly and severally with the borrower, for the repayment of the loan. At any issue and for the damages, if any, to the Company resulted there-from.	Recipients Unless otherwise under any of the following circumstances, the capital of the Company shall not lent to any shareholder of the Company or any other person: 1. Companies having business relationship with the Company. 2. Companies in need of funds for a short- term period. For the purpose of this procedure, “short-term period” shall mean the period of one (1) year. Fund-lending to companies having business relationship with the Company shall be limited to the circumstance that the said companies need working capital. Fund-lending to companies which need funds for a short-term period shall be limited to subsidiaries in which the Company directly or indirectly holds more than fifty percent (50%) of the voting shares.	Amendments according to the Company Law
3	Limits on Loan The aggregate amount of loans provided by the Company shall not exceed 40% of the net worth of the Company as shown in the latest financial report audited or reviewed by the CPA. 1. Funds lent to companies that have business relationship with the Company shall not exceed 20% of the net worth of the Company’s net value. The amount of any individual loan hereunder shall not exceed the total amount involved in the business transactions between both parties in the most recent year. (The amount involved in the business transactions refers to the amount represented by orders, sales or transactions contemplated by the parties, whichever is the highest)and also shall not	Limits on Loan The aggregate amount of loans provided by the Company shall not exceed 40% of the net worth of the Company as shown in the latest financial report audited or reviewed by the CPA. 1. Funds lent to companies that have business relationship with the Company shall not exceed 20% of the net worth of the Company’s net value. The amount of any individual loan hereunder shall not exceed the total amount involved in the business transactions between both parties in the most recent year. (The amount involved in the business transactions refers to the amount represented by orders, sales or transactions contemplated by the parties, whichever is the highest)and also shall not	Amendments according to the Company Law

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	exceed 10% of the net worth of the Company’s net value. 2. Funds lent to companies having short-term capital needs with The company shall not exceed 20% of the net worth of the Company’s net value. The amount of any individual loan hereunder shall not exceed 10% of the net worth of the Company’s net value. For the short-term capital needs among the offshore companies which are 100% directly and indirectlyowned or holding voting right by the Company, the total lending amount and the lending amount for any individual entity shall not exceed 70% of the net value of the lending subsidiary.	exceed 10% of the net worth of the Company’s net value. 2. Funds lent to companies having short-term capital needs with The company shall not exceed 20% of the net worth of the Company’s net value. The amount of any individual loan hereunder shall not exceed 10% of the net worth of the Company’s net value. For the short-term capital needs among the offshore companies which are 100% owned directly and indirectly by the Company, the total lending amount and the lending amount for any individual entity shall not exceed 70% of the net value of the lending subsidiary.
4	Loan Term and Interest Calculation 1. In general, the term of the loan shall be limited to one year. The date of repayment shall be determined. For companies that have business relationship with the Company,or the offshore companies which are 100% directly and indirectly owned or holding voting right by	Loan Term and Interest Calculation 1. In general, the term of the loan shall be limited to one year. The date of repayment shall be determined. For companies that have business relationship with the Company, the term of loans can be extended after the resolution of Board of Directors approval. 2. The interest rate shall be determined by counterparties, but in no event shall it be lower than the Company’s highest short- term bank borrowing rate at the time of lending. The interest shall be calculated on a monthly basis.	Amendments according to the Company Law
	indirectly owned or
	the Company, or the aforementioned companies have proceed the capital lending, the term of loans can be extended after the resolution of Board of Directors approval. 2. The interest rate shall be determined by counterparties, but in no event shall it be lower than the Company’s highest short- term bank borrowing rate at the time of lending. The interest shall be calculated on a monthly basis.
11	Disclosure 1. The Company shall report the balance of loaned funds by the Company and its subsidiaries in the preceding month, before the 10th day of the month. 2. If the loan meets any of the following circumstances, it shall be reported within two days upon occurrence of the fact on MOPS: (1) The balance of the loaned funds by the Company and its subsidiaries exceeds 20% of the net value of the Company, as specified in its latest financial statement. (2) The balance of funds lent to any single entity by the Company and its subsidiaries exceeds 10% of the net worth of the	Disclosure 1. The Company shall report the balance of loaned funds by the Company and its subsidiaries in the preceding month, before the 10th day of the month. 2. If the loan meets any of the following circumstances, it shall be reported within two days upon occurrence of the fact on MOPS: (1) The balance of the loaned funds by the Company and its subsidiaries exceeds 20% of the net value of the Company, as specified in its latest financial statement. (2) The balance of funds lent to any single entity by the Company and its subsidiaries exceeds 10% of the net worth of the	Amendments according to the Company Law

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	Company, as specified in its latest financial statement. (3) The increase of new loans by the Company or its subsidiaries reached NTD 10 million or more, or is more than 2% of the net worth of the Company, as specified in its latest financial statement. The date of occurrence of the event, include transaction date, payment delivery	Company, as specified in its latest financial statement. (3) The increase of new loans by the Company or its subsidiaries reached NTD 10 million or more, or is more than 2% of the net worth of the Company, as specified in its latest financial statement. 3. The Company shall announce and report on behalf of any of its subsidiaries that are not a domestic public company any matters that such subsidiary is required to announce and report pursuant to Section 2 (c) above. 4. The Company shall evaluate the status of loans of funds, and shall set aside sufficient allowance for bad debts. It shall also adequately disclose relevant information in its financial reports and provide the certifying CPAs with relevant materials for the performance of necessary audit procedures.
	date, date of the board of directors’ resolution and other sufficient information
	of lending capital, counterparty and amount. 3. The Company shall announce and report on behalf of any of its subsidiaries that are not a domestic public company any matters that such subsidiary is required to announce and report pursuant to Section 2 (c) above. 4. The Company shall evaluate the status of loans of funds, and shall set aside sufficient allowance for bad debts. It shall also adequately disclose relevant information in its financial reports and provide the certifying CPAs with relevant materials for the performance of necessary audit procedures.
13	Other Matters These procedures and their amendments shall be approved by theover half of Audit Committee and 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. Aforementioned statements, if amendments not approved by over half of	Other Matters These procedures and their amendments shall be approved by the Audit Committee and 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. 1st amendment approved by General Shareholder’s Meeting held on 15 May, 2003. 2nd amendment approved by General Shareholder’s Meeting held on 22 May, 2009. 3rd amendment approved by General Shareholder’s Meeting held on 26 may, 2010.	Amendments according to the Company Law and the shareholders’ meeting date shall be the date of these amendments.
	the Audit Committee, and then shall be approved by over two-third (2/3) of Board
	of Directors, and proposed at the Board of
	Directors’meeting with written statement
	of Audit Committee’s resolutions. The Company has established independent directors,according to item 1,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. The Audit Committees and aforementioned Board of Directors stated

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	in item 1 shall mean the actual number of	4th amendment approved by General Shareholder’s Meeting held on 10 June, 2013. 5th amendment approved by General Shareholder’s Meeting held on 10 June, 2015. 6th amendment approved by General Shareholder’s Meeting held on 8 June, 2017.
	persons currently holding the positions. 1st amendment approved by General Shareholder’s Meeting held on 15 May, 2003. 2nd amendment approved by General Shareholder’s Meeting held on 22 May, 2009. 3rd amendment approved by General Shareholder’s Meeting held on 26 may, 2010. 4th amendment approved by General Shareholder’s Meeting held on 10 June, 2013. 5th amendment approved by General Shareholder’s Meeting held on 10 June, 2015. 6th amendment approved by General Shareholder’s Meeting held on 8 June, 2017. 7th amendment approved by General Shareholder’s Meeting held on 10 June, 2020.

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Appendix 1

Chroma Ate Inc. Articles of Incorporation

Chapter One General Provisions

Article 1

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

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.

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

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

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

Article 9

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

Article 10

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

Article 11

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

Article 12

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

Article 13

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

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.

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Article 16

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

Article 17

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

Article 18

Unless otherwise provided 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

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directors. The Chairman of the Board of Directors shall be the authorized representative of this Corporation. If necessary, Chairman may appoint numbers of consultant as resolute by the Board of Directors.

Article 22

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

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Article 28

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:

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.

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

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.

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 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 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.

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.

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The twentieth amendment was made on 30 May, 2001. The twentieth-first amendment was made on 21 May, 2002. The twentieth-second amendment was made on 15 May, 2003. The twentieth-third amendment was made on 18 May, 2005. The twentieth-four amendment was made on 16 May, 2006. The twentieth-five amendment was made on 30 May, 2007. The twentieth-six amendment was made on 13 June, 2008. The twentieth-seven amendment was made on 22 May, 2009. The twentieth-eight amendment was made on 9 June, 2011. The twentieth-nine amendment was made on 6 June 2012. 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. The 34[th] amendment is made on 18 June, 2019.

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Appendix 2

Chroma Ate Inc. Procedures of Endorsements and Guarantees

(Before Amendment)

1. Purpose

All matters related to endorsements and guarantees by the Company for another entity shall be in accordance with these Rules.

2. Endorsements and Guarantees

(1) Any company having direct business dealings with the Company.
(2) Any subsidiary of which more than 50% ordinary shares are directly and indirectly held by the Company.
(3) Any parent company that owns more than 50% of ordinary shares of the Company directly or indirectly.

Any subsidiary of which ninety percent or more voting shares are held directly or indirectly by the Company may provide endorsement or guarantee for any other subsidiary meeting the same requirement. Such endorsement or guarantee shall be subject to prior approval by the board of directors through resolution and the amount of endorsement or guarantee shall not exceed ten percent of the net value of the Company.

However, the above restriction shall not apply for any endorsement or guarantee provided by any subsidiary of which the Company holds directly or indirectly 100% of voting shares for any other subsidiary meeting the same requirement.

Where a public company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project, or where all capital contributing shareholders make endorsements/ guarantees for their jointly invested company in proportion to their shareholding percentages, or where companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other, such endorsements/guarantees may be made free of the restriction of the preceding two paragraphs.

Capital contribution referred to in the preceding paragraph shall mean capital contribution directly by the public company, or through a company in which the public company holds 100% of the voting shares.

3. Scope

3.1 Financing endorsements / guarantees including:
- (1) Bill discount financing.
- (2) Endorsement or guarantee made to meet the financing needs of another company.
- (3) Issuance of a separate negotiable instrument to a non-financial enterprise as security to meet the financing needs of the Company itself.
3.2 Customs duty endorsement/guarantee, meaning an endorsement or guarantee for the company itself or another company with respect to customs duty matters.
3.3 Other endorsements/guarantees, meaning endorsements or guarantees beyond the scope of the above two subparagraphs.
Amount Limit of Endorsements and Guarantees
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4.1 The Company’s total amount of liabilities under endorsements and guarantees shall be limited to 30% of the net value of the Company. The amount of an endorsement and guarantee provided to any single enterprise shall be limited to 15% of the net value of the Company and limited to the paid-in capital of the guarantee company.
4.2 The total amount of endorsements and guarantees provided by the Company and its subsidiaries shall not exceed 40% of the net value of the Company. The amount of endorsements provided to any single enterprise shall not exceed 15% of the net value of the Company and limited to the paid-in capital of guarantee company.
4.3 the above restriction shall not apply for any subsidiary of which the Company holds directly or indirectly 100% of voting shares.
4.4 For any endorsement or guarantee provided by the Company due to business dealings, the amount of endorsement or guarantees shall be equivalent to product purchase or sale amount of the enterprise receiving the endorsement or guarantee during the previous year or during the current year up to the time of endorsement or guarantee, whichever is higher.
4.5 However, if any endorsement or guarantee is required on urgent basis, the board may authorize the chairman to proceed within an amount limit to 15% of net value of the Company and report may be submitted to the board of directors subsequently for ratification. Provisions of endorsements and guarantees and relevant matters shall be reported to the shareholders meeting for reference.
Procedures for Endorsements and Guarantees by the Company
5.1 For any amount of endorsement and guarantee with the amount limit, the recipient enterprise should provide the company information and financial statement with application to the Company finance division for evaluation to complete the endorsement procedures. The Company shall review and assess the purpose and use of the loan by the recipient of endorsement or guarantee, consider the impact of the Company’s total amount of endorsements and guarantees on the Company’s operational risk, financial condition and shareholders’ interest and evaluate possible risks and determine whether the appropriate collateral should be required.
5.2 After the endorsement or guarantee has been approved, the checks will be process by cashier or seal keeper to process and record in endorsement registration form.
5.3 The finance division of the Company shall establish the endorsement registration form for detailed record the following items in providing for auditor review, evaluation and public announcement purpose.
- (1) Matters of guarantees
- (2) Names of recipient enterprise
- (3) Amount of endorsement and guarantee.
- (4) Conditions for release of endorsement and guarantee liabilities.
5.4 The seal used for any endorsement or guarantee shall be the Company seal registered with the Ministry of Economic Affairs.
5.5 The finance division of the Company shall evaluate possible risk of endorsement and disclose the relevant information in the financial report in providing for auditor review.
5.6 The Company every year shall report all endorsement and guarantee items to board of directors for resolution.

6. Termination

The recipient company shall file the “Endorsement or Guarantee Cancellation Form” to the Company finance division to terminate the endorsement or guarantee.

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7. Endorsement Procedures:

7.1 The internal auditing staff of the Company shall perform audits on the procedures and performance of endorsements and guarantees on a quarterly basis and written records shall be prepared. If any significant breach of this rule is discovered, each Audit Committee shall be notified in writing.
7.2 If the recipient company qualification changed cause by the Company, which the amount of endorsement or guarantee exceeds the amount limit due to change to the basis of calculation, the internal audit of the Company shall supervise the finance division to eliminate the contract upon expiry date or the fixed deadline under provision plan and report shall be made to the Audit Committee and report to the board of directors.
7.3 If any business requirements of the enterprise receiving the endorsement or guarantee above the amount limit, shall receive over half of the Audit Committee consents then to the board of directors’ consents and revise the procedures accordingly. Amendments of endorsements and guarantees shall be reported to the shareholders meeting for reference. 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.

8. Public Announcement Procedure

The Company shall make relevant public announcements with regard to matters related to endorsements and guarantees in accordance with the criteria for public announcement.

8.1 The Company shall make a public announcement for the balance amount of endorsements and guarantees on a monthly basis before 10[th] of each month.
8.2 If the balance amount of endorsements and guarantees meet any of following criteria, the Company shall make a public announcement within two (2) days from the date of effective.
- (1) The Company and its subsidiaries’ balance amount of endorsements and guarantees reach over 50% net value of the Company, based on latest financial report.
- (2) The Company and its subsidiaries’ balance amount of endorsements and guarantees to single recipient company reach 20% net value of the Company, based on latest financial report.
- (3) The Company and its subsidiaries’ balance amount of endorsements and guarantees to single recipient company reach over NT$ 10 million. Also the sums of the endorsement, investment capital and lending capital have reached 30% net value of the Company, based on latest financial report.
- (4) The Company and its subsidiaries new added balance amount of endorsements and guarantees have reached over NT$ 30 million and also reached 5% net value of the Company, based on latest financial report.
8.3 If the Company’s subsidiary is not a domestic public company, the Company will follow the requirement on behalf of its subsidiary to make a public announcement. The effective date is defined as contract date, payment date, board of directors’ resolution date or other sufficient information to indicate the date of counterparties and transaction.
Control Procedure for Endorsements and Guarantees by Subsidiaries
(1) Any endorsement or guarantee provided by any subsidiary of the Company to any other entity shall be done in accordance with the applicable “Operating Rules for Endorsements and Guarantees” established by such subsidiary. The net value is based on each provided subsidiary.
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(2) The balance amount and recipients of endorsements and guarantees for the previous month shall be submitted to the Company in writing by the 10th day of each month.
(3) The internal auditing staff of the Company shall perform audits on the procedures and performance of endorsements and guarantees on a quarterly basis and written records shall be prepared. If any significant breach of this rule is discovered, each Audit Committee shall be notified in writing.
(4) The Company Internal Audit need to review on subsidiary’s endorsements and guarantee procedures and execution in accordance to annual audit plan. If there is any violation, the internal audit shall submit a report the Company’s chairman and CEO.

10. Penalty

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

If the Company or its subsidiaries provides any endorsement or guarantee for any subsidiary whose net value is lower than one-half of its paid-in capital, the Company or subsidiary shall review the necessity, rationality and risk control of endorsement or guarantee in accordance to Article 5. Also it has to review the recipient’s statements in accordance to Article 7 in order to prevent the risks from endorsement and guarantee.

If the subsidiaries has no par value or par value is not equal to NT$ 10 for paid-in capital, the paid-in capital will be referred to sum of capital stock and legal reserve minus issue premium.

Any subsidiary of which ninety percent or more voting shares are held directly or indirectly by the Company may provide endorsement or guarantee for any other subsidiary meeting the same requirement. Such endorsement or guarantee shall be subject to prior approval by the board of directors through resolution. However, the above restriction shall not apply for any endorsement or guarantee provided by any subsidiary of which the Company holds directly or indirectly 100% of voting shares for any other subsidiary meeting the same requirement.

13. Amendments and Execution

These procedures and their amendments shall be approved by the Audit Committee and then the Board of Directors, and proposed at the shareholders’ meeting for approval. Same as amendments. 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 16 May, 2006.
3[rd] amendment approved by General Shareholder’s Meeting held on 22 May, 2009.
4[th] amendment approved by General Shareholder’s Meeting held on 26 May, 2010.
5[th] amendment approved by General Shareholder’s Meeting held on 10 June, 2013.
6[th] amendment approved by General Shareholder’s Meeting held on 8 June, 2017.
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Appendix 3

Chroma Ate Inc. Procedures of Lending of Capital to Other Parties (Before Amendment)

Article 1 General

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

Article 2 Recipients

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

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

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

Fund-lending to companies which need funds for a short-term period shall be limited to subsidiaries in which the Company directly or indirectly holds more than fifty percent (50%) of the voting shares.

Article 3 Limits on Loan

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

Funds lent to companies that have business relationship with the Company shall not exceed 20% of the net worth of the Company’s net value. The amount of any individual loan hereunder shall not exceed the total amount involved in the business transactions between both parties in the most recent year. (The amount involved in the business transactions refers to the amount represented by orders, sales or transactions contemplated by the parties, whichever is the highest) and also shall not exceed 10% of the net worth of the Company’s net value.
Funds lent to companies having short-term capital needs with The company shall not exceed 20% of the net worth of the Company’s net value. The amount of any individual loan hereunder shall not exceed 10% of the net worth of the Company’s net value.
For the short-term capital needs among the offshore companies which are 100% owned directly and indirectly by the Company, the total lending amount and the lending amount for any individual entity shall not exceed 70% of the net value of the lending subsidiary.

Article 4 Loan Term and Interest Calculation

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

Article 5 Procedures for Fund Lending

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

Article 6 Repayment

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

When the borrower repays its borrowed amount on or before the due date, the relevant
guarantee notes shall not be released or relevant liens shall not be cancelled until the borrower has repaid the full amount of principal together with interests accrued.
The borrower shall repay the entire principal, before lender agrees to precede the cancellation of collateral registration.

Article 7

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

Article 8 Procedures for Control and Management of Loans

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

Article 9 Additional Guidelines of Lending Funds to Others

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

Article 10 Procedures for Controlling Fund Lending Made by Subsidiaries

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

Article 11 Disclosure

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

Article 12 Penalty

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

Article 13 Other Matters

These procedures and their amendments shall be approved by the Audit Committee and 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.

1[st] amendment approved by General Shareholder’s Meeting held on 15 May, 2003.
2[nd] amendment approved by General Shareholder’s Meeting held on 22 May, 2009.
3[rd] amendment approved by General Shareholder’s Meeting held on 26 may, 2010.
4[th] amendment approved by General Shareholder’s Meeting held on 10 June, 2013.
5[th] amendment approved by General Shareholder’s Meeting held on 10 June, 2015.
6[th] amendment approved by General Shareholder’s Meeting held on 8 June, 2017.
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Appendix 4

Chroma Ate Inc. Rules for Election of Directors

1. Purpose:

To ensure a justice, fair and open election of directors.

2. Election:

2.1 The elections of board of directors shall be taken in the annual general shareholders meeting. 2.1.1 The qualifications for the independent directors of the Company shall comply with Articles 2, 3 and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.
2.1.2 The election of independent directors of the Company shall comply with Articles 5, 6, 7, 8 and 9 of the Regulations Governing Appoint of Independent Directors and Compliance matters for Public Companies and shall be conducted in accordance with Article 24 of the Corporate Governance principles for the company.
2.1.3 Elections of independent directors of the Company shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.
2.2 The cumulative ballot system is adopted for the election of directors of the Company. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. Attendance card number printed on the ballots may be used instead of recording the names of voting shareholders.
2.3 The Company shall prepare separate ballots with specified written of attendance card number and voting right in numbers and seal up with the Company stamp.
2.4 The number of directors will be specified in the Company article of incorporation, with voting rights separately calculated for common and independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.
2.5 Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes for the election of directors shall be set up by the Company and publicly checked by the vote monitoring personnel before voting commences.

3. Ballot:

3.1 If the candidate is a shareholder, a voter must enter the candidate’s account name and shareholder account number in the “candidate” column of the ballot. For a non-shareholder, the voter shall enter the candidate’s full name and ID card number. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate’s account name in the ballot paper or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the name of each respective representative shall be entered.
3.2 A ballot is invalid under any of the following circumstances:
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3.2.1 The ballot was not prepared by the Company.
3.2.2 The ballot was not in the ballot box.
3.2.3 A blank ballot is cased into the ballot box.
3.2.4 The total number of votes casted exceeds the total number of votes held by the shareholder.
3.2.5 The candidate elected is a shareholder, the identity and shareholder account number thereof are not in conformity with those specified in the shareholders’ roster; or if the candidate elected is not a shareholder, the name and uniform ID number are proven non-conformity.
3.2.6 Other than the name and the shareholder account number or uniform ID number of the candidate, other contexts are included.
3.2.7 The handwriting is unclear and illegible.
3.2.8 The name of candidate elected is same with name of other shareholders, and the shareholder account number or the uniform ID number is not provided for verification.
3.2.9 The number of persons elected exceeds the limitation.

4. Voting Rights:

4.1 The election results shall be released on site.
4.2 The counting procedure will be monitor by scrutinist.
4.3 The new directors will be announced by chair or designee by chair after the completion of counting procedures.
These Procedures and any amendments hereto, shall be implemented after approval by a shareholders meeting.
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Appendix 5

Chroma Ate Inc. Rules of Procedure for Shareholders’ Meeting

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

In the case that Chairman adjourns the Meeting in violation of these Rules and Procedures, the

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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 6 Shareholding of Directors

			Book Closure Date: April 12th2020 Shareholding when Elected Current Shareholding Shares % Shares % 23,419,897 5.78% 20,763,897 4.94% 0 0 0 0 0 0 0 0 0 0 0 0 383,548 0.09% 424,548 0.10% 19,339 0 19,339 0 0 0 0 0	Book Closure Date: April 12th2020 Shareholding when Elected Current Shareholding Shares % Shares % 23,419,897 5.78% 20,763,897 4.94% 0 0 0 0 0 0 0 0 0 0 0 0 383,548 0.09% 424,548 0.10% 19,339 0 19,339 0 0 0 0 0	Book Closure Date: April 12th2020 Shareholding when Elected Current Shareholding Shares % Shares % 23,419,897 5.78% 20,763,897 4.94% 0 0 0 0 0 0 0 0 0 0 0 0 383,548 0.09% 424,548 0.10% 19,339 0 19,339 0 0 0 0 0	Book Closure Date: April 12th2020 Shareholding when Elected Current Shareholding Shares % Shares % 23,419,897 5.78% 20,763,897 4.94% 0 0 0 0 0 0 0 0 0 0 0 0 383,548 0.09% 424,548 0.10% 19,339 0 19,339 0 0 0 0 0
Title	Name	Date Elected	Shareholding when Elected		Current Shareholding
			Shares	%	Shares	%
Chairman	Leo,Huang	2017.06.08	23,419,897	5.78%	20,763,897	4.94%
Independent Director	Quincy, Lin	2017.06.08	0	0	0	0
Independent Director	Tsung-Ming, Chung	2017.06.08	0	0	0	0
Independent Director	Tai-Jen George, Chen	2017.06.08	0	0	0	0
Director	Ishih,Tseng	2017.06.08	383,548	0.09%	424,548	0.10%
Director	Tsun-I,Wang	2017.06.08	19,339	0	19,339	0
Director	Chung-Ju Chang	2017.06.08	0	0	0	0

Note:

Total issued shares: 420,490,187 shares on April 12, 2020.
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 21,207,784 shares which have meet the minimum required combined shareholding.
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AI assistant

CHROMA — AGM Information 2020

52029_rns_2020-06-17_6f5a2b5d-30ca-4805-b9dd-cbf7e1d49530.pdf

CHROMA ATE INC.

2020 Annual General Shareholders’ Meeting Meeting Agenda (Translation)

CHROMA ATE INC.

Meeting Agenda for the 2020 Annual General Shareholders’ meeting

Table of Contents

Attachments

Appendix

CHROMA ATE INC.

Procedures for the 2020 Annual General Shareholders’ Meeting

CHROMA ATE INC.

2020 Annual General Shareholders’ Meeting Agenda

1. Call meeting to order

2. Chairman’s statements

3. Report Items:

4. Acknowledgement Items:

5. Discussion Items

6. Election of Directors

7. Others

8. Special Motion

9. Meeting Adjourned

Report Items

Acknowledgement Items

Discussion Items

Election of Directors

Directors (including Independent Directors)

Other

Meeting Adjourned

Audit Committee’s Review Report

CHROMA ATE INC. AND SUBSIDIARIES

ENDORSEMENTS/GUARANTEES PROVIDED FOR THE YEAR ENDED DECEMBER 31, 2019

(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

Valuation of Inventory Write-down

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

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2019 AND 2018

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (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, 2019 AND 2018 (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, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CHROMA ATE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

INDEPENDENT AUDITORS’ REPORT

Opinion

Basis for Opinion

Key Audit Matters

Impairment of Trade Receivables

Valuation of Inventory Write-down

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, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CHROMA ATE INC.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

CHROMA ATE INC.

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (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, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

CHROMA ATE INC.

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 (In Thousands of New Taiwan Dollars)

Chroma Ate Inc. Profit Allocation Proposal For Year ended December 31, 2019

Note:

ATTACHMENT 6

CHROMA AGM Information 2020