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DELTA AGM Information 2015

Jun 29, 2015

52000_rns_2015-06-29_71f6491e-c454-4af7-b6a8-2cee7be4d1e3.pdf

AGM Information

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Delta Electronics, Inc. ("Company") Minutes of 2015 Annual General Shareholders' Meeting (Translation)

Time: 10:00 AM, June 10, 2015

  • Place: Conference Room at 2[nd] floor, no. 18, XinLong Road, Taoyuan City

Quorum: 2,177,269,063 shares were represented by the shareholders and proxies present, which amounted to 89.32% of the Company’s 2,437,543,329 issued and outstanding shares.

Board Members Present: Bruce CH Cheng, Yancey Hai, Mark Ko, Ping Chen, Johnson Lee, Simon Chang, Fred Chai Yan Lee, Albert Chang, Chung-Hsing Huang, Yung-Chin Chen (Independent Director), Tsong-Pyng Perng (Independent Director), George Chao (Independent Director). 12 members of the Board of Directors (including 3 Independent Directors) are present.

Attendance: Ms. Audrey Tseng, and Ms. Liang, Hua-Ling, CPA, PricewaterhouseCoopers Mr. James Chen, Attorneys-at-Law, Lee and Li

Chairman: Yancey Hai, Chairman of the Board of Directors

Recorder: Ms. Jill Lee

Commencement: (The aggregate shareholding of the shareholders and proxies present constituted a quorum. The Chairman called the meeting to order.)

Salute according to the etiquette

Chairman’s speech: (omitted)

I. REPORT ITEMS

  • (1) 2014 Operation Results (Please refer to the Attachment 1) (2) 2014 Financial Results (Please refer to the Attachment 2~3)

  • (3) Audit Committee's Review Opinions on 2014 Financial Results (Please refer to the Attachment 4)

1

II. ACKNOWLEDGEMENT ITEMS

Item 1 Acknowledge the 2014 Financial Results (Proposed by the Board of Directors)

  • Explanation: (1) This Company's 2014 Financial Results including the Business Report, Individual Financial Statements and Consolidated Financial Statements (please refer to Attachment1 ~ Attachment 3) have been reviewed by the Audit Committee of the Company. The Audit Committee of the Company has found no discrepancies after a thorough review and has made a written review report for records.

  • (2) Please acknowledge.

Resolution: Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,177,269,063 shares with voting rights were present when votes were cast; the number of voting rights for approval is 1,842,508,784, among which 1,144,680,558 was exercised by electronic transmission, the number of voting rights for rejection is 1,418,683, the number of voting rights for abstention is 333,341,596, and 84.62% of the total voting rights voted for approval when votes were cast).

2

Item 2 Acknowledge the 2014 Earnings Distribution (Proposed by the Board of Directors)

  • Explanation: (1) With regard to earnings in 2014, an earnings distribution table has been prepared and attached below in accordance with the Company Law and the Company's Articles of Incorporation. This earnings distribution table was approved by the meeting of the Board of Directors of the Company held on April 28, 2015.

  • (2) NT$16,331,540,304 will be distributed as shareholders' cash dividends for 2014. After approval by the annual general shareholders' meeting, the Board of Directors of the Company would be authorized to set a record date of dividends distribution to shareholders of record for shares held on the record date. Based on the number of the issued shares of the Company entitled to receiving distribution (i.e., 2,437,543,329 shares), each one thousand shares shall receive a cash dividend of NT$6,700. If there is any change of laws and regulations, change of competent authority's approval or change of the number of common shares of the Company (such as transferring or cancelling the registration of the Company's shares bought back by the Company, increasing cash capital domestically, or exercising of employee stock options) and consequently leads to a change in the dividend distribution ratio approved by the general meeting, the Board of Directors of the Company is authorized to adjust the ratio based on the number of outstanding shares.

  • (3) Please acknowledge.

Delta Electronics, Inc. 2014 Earnings Distribution Table

(in NT$)
Item Explanation Amount
Undistributed earnings of previous year 12,843,905,224
Add: Revert of fractional cash dividend of 11,861
previous year
Earnings in 2014
Pre-tax earnings in 2014 22,178,720,342
Income tax expense 1,479,819,996
After-tax earnings in 2014 [Note 1] 20,698,900,346
Subtract: setting aside 10% legal reserve 2,069,890,035
Add: reversal of special reserve 527,556,458

3

Earnings available for distribution by the end of 2014 [Note 2]

32,000,483,854

Distribution items: Shareholders bonuses--cash

NT$6.7 per 16,331,540,304 share

Undistributed earnings by the end of 2014

15,668,943,550

  • Note 1: Allocated employee bonuses--cash: NT$2,893,927,829. Allocated directors' compensation: NT$32,900,000.

  • Note 2: Principle of earnings distribution in the Company's 2014 Earnings Distribution Table: Distribution of 2014 distributable earnings first.

  • Note 3: Distribution of cash dividends will be calculated to New Taiwan Dollar. Fractional amount less than one dollar will be set aside as undistributed earnings.

Chairman:_ Manager:_ Chief Accounting Officer:_____

Resolution: Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,177,269,063 shares with voting rights were present when votes were cast; the number of voting rights for approval is 1,854,572,858 among which 1,156,744,632 was exercised by electronic transmission, the number of voting rights for rejection is 1,423,609, the number of voting rights for abstention is 321,272,596, and 85.18% of the total voting rights voted for approval when votes were cast).

4

III. DISCUSSION ITEMS

Item 1 Discussion of Amendments to Articles of Incorporation (Proposed by the Board of Directors)

Explanation:(1) In order to accommodate the Company's business practice, it is proposed to amend certain provisions of the Articles of Incorporation. Please see the comparison table of the Company's Articles of Incorporation for the detailed revisions.

(2) The proposed amendments are submitted for discussion.

Comparison Table of Revised Articles of the Articles of Incorporation Comparison Table of Revised Articles of the Articles of Incorporation Comparison Table of Revised Articles of the Articles of Incorporation
Article after revision Article before revision Explanation
Article 2
The Company is engaged in the
following businesses:
1. A101020 Food Crops;
2. A101030 Special Crops;
3. A102020 Agricultural Products
Preparations;
4. A102080 Horticulture;
5. A199990 Other Agriculture;
6. C801010 Basic chemical
industry business;
7. C801990 Other chemical
material manufacturing
business;
8. C802120 Industrial Catalyst
Manufacturing;
9. CA02990 Other Fabricated
Metal Products
Manufacturing Not Elsewhere
Classified;
10. CA04010 Metal Surface
Treating;
11. CB01010 Machinery
equipment manufacturing
business;
12. CB01071 Frozen and Air-
conditioningmanufacturing
Article 2
The Company is engaged in the
following businesses:
1. A101020 Food Crops;
2. A102080 Horticulture;
3. A199990 Other Agriculture;
4. C801010 Basic chemical
industry business;
5. C801990 Other chemical
material manufacturing business;
6. C802120 Industrial Catalyst
Manufacturing;
7. CA02990 Other Fabricated
Metal Products Manufacturing
Not Elsewhere Classified;
8. CA04010 Metal Surface
Treating;
9. CB01010 Machinery equipment
manufacturing business;
10. CB01071 Frozen and Air-
conditioning manufacturing
business;
11. CB01990 Other machinery
manufacturing business;
12. CC01010 Electronic power
generating, Electric
transmission andpower

The business items
are revised to better
meet the Company's
business needs: add
subparagraphs 2, 3,
38, 43, 53, 73, 74
and 83 and re-
number the original
subparagraph to
conform to the
Codes of Business
Items promulgated
by the MOEA.

5

business;
13. CB01990 Other machinery
manufacturing business;
14. CC01010 Electronic power
generating, Electric
transmission and power
distributing machinery
manufacturing business;
15. CC01030 Electric appliance
and audiovisual electric
products manufacturing
business;
16. CC01040 Lighting equipment
manufacturing business;
17. CC01060 Wire
communication equipment
and apparatus manufacturing
business;
18. CC01070 Wireless
communication devices and
equipment manufacturing
business;
19. CC01080 Electronic parts and
components manufacturing
business;
20. CC01090 Batteries
manufacturing business;
21. CC01101 Restrained
telecommunication radio
frequency equipment and
materials manufacturing;
22. CC01110 Computers and its
peripheral equipment
manufacturing business;
23. CC01120 Data Storage Media
Manufacturing and
Duplicating;
24. CC01990 Other electrical and
electronic machinery and
materials manufacturing
distributing machinery
manufacturing business;
13. CC01030 Electric appliance
and audiovisual electric
products manufacturing
business;
14. CC01040 Lighting equipment
manufacturing business;
15. CC01060 Wire communication
equipment and apparatus
manufacturing business;
16. CC01070 Wireless
communication devices and
equipment manufacturing;
17. CC01080 Electronic parts and
components manufacturing
business
18. CC01990 Other electrical and
electronic machinery and
materials manufacturing
business;
19. CC01101 Restrained
telecommunication radio
frequency equipment and
materials manufacturing;
20. CC01110 Computers and its
peripheral equipment;
21. CC01120 Data Storage Media
Manufacturing and
Duplicating;
22. CC01990 Other electrical and
electronic machinery and
materials manufacturing
business;
23. CD01010 Ship and parts
manufacturing business;
24. CD01020 Tramway Cars
manufacturing business;
25. CD01030 Automobiles and
auto-parts manufacturing

6

25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
35.
36.
37.
38.
business;
CD01010 Ship and parts
manufacturing business;
CD01020 Tramway Cars
manufacturing business;
CD01030 Automobiles and
auto-parts manufacturing
business;
CD01040 Motorcycles and
motorcycle parts
manufacturing business;
CD01050 Bicycles and
bicycle parts manufacturing
business;
CD01060 Aircraft and parts
manufacturing business;
CD01990 Other transportation
equipment and parts
manufacturing business;
CE01010 General equipment
and instruments
manufacturing business;
CE01021 measuring
instruments manufacturing
business;
CE01030 Photographic and
Optical Equipment
Manufacturing business;
CE01040 Clocks and Watches
manufacturing business;
CE01990 Other photographic
and optical equipment
manufacturing business;
CF01011 Medical appliances
and equipment business;
E501011 Water pipe
construction;
E599010 Pipe lines
construction business;
E601010 Electric appliance
business;
26. CD01040 Motorcycles and
motorcycle parts manufacturing
business;
27. CD01050 Bicycles and bicycle
parts manufacturing business;
28. CD01060 Aircraft and parts
manufacturing business;
29. CD01990 Other transportation
equipment and parts
manufacturing business;
30. CE01010 General equipment
and instruments manufacturing
business;
31. CE01021 Measuring
instruments manufacturing
business;
32. CE01030 Photographic and
Optical Equipment
Manufacturing business;
33. CE01040 Clocks and Watches
manufacturing business;
34. CE01990 Other photographic
and optical equipment
manufacturing business;
35. CF01011 Medical appliances
and equipment business;
36. E599010 Pipe lines
construction business;
37. E601010 Electric appliance
installation business;
38. E601020 Electric appliance
construction business;
39. E602011 Frozen and
Airconditioning Engineering;
40. E603040 Fire fighting
equipments installation
business;
41. E603050 Automation control
equipment manufacturing

39.
40.

7

41.
42.
43.
installation business;
E601020 Electric appliance
construction business;
E602011 Frozen and Air-
conditioning Engineering;
E603010 Cables construction;
E603040 Fire fighting
equipments installation
business;
E603050 Automation control
equipment manufacturing
business;
E603090 Illumination
equipments installation
business;
E604010 Machinery
installation business;
E605010 Computer
equipment installation
business;
E7010030 Restricted
telecommunication radio
frequency equipment and
materials installation
business;
EZ05010 Apparatus
installation and construction
business;
EZ14010 Sports Ground
Equipments Construction;
F101081 Wholesale of
Seedling;
F101130 Wholesale of
vegetable and fruits;
F106040 Water containers
wholesale business;
F108031 Drugs and medical
goods wholesale business;
F109070 Wholesale of
StationeryArticles,Musical
business;
42. E603090 Illumination
equipments installation
business;
43. E604010 Machinery
installation business;
44. E605010 Computer equipment
installation business;
45. E701030 Restricted
telecommunication radio
frequency equipment and
materials installation business;
46. EZ05010 Apparatus installation
and construction business;
47. EZ14010 Sports Ground
Equipments Construction;
48. F101081 Wholesale of
Seedling;
49. F106040 Water containers
wholesale business;
50. F108031 Drugs and medical
goods wholesale business;
51. F109070 Wholesale of
Stationery Articles, Musical
Instruments and Educational
Entertainment Articles;
52. F113010 Machinery wholesale
business
53. F113020 Electrical appliances
wholesale business;
54. F113030 Wholesale of
Precision Instruments;
55. F113050 Computer and office
appliances and equipment
wholesale business;
56. F113070 Telecommunication
equipment wholesale business;
57. F113110 Wholesale of
Batteries;
58. F118010 Computer software

44.
45.
46.
47.
48.
49.
50.
51.
52.
53.
54.
55.
56.

8

Instruments and Educational
Entertainment Articles;
57. F113010 Machinery
wholesale business;
58. F113020 Electrical appliances
wholesale business;
59. F113030 Wholesale of
Precision Instruments;
60. F113050 Computer and office
appliances and equipment
wholesale business;
61. F113070 Telecommunication
equipment wholesale
business;
62. F113110 Wholesale of
Batteries;
63. F118010 Computer software
wholesale business;
64. F119010 Electronic
components and materials
wholesale business;
65. F199990 Other wholesale
business;
66. F201010 Retail Sale of
Agricultural Products;
67. F201990 Retail Sale of Other
Agricultural, Husbandry and
Aquatic Products;
68. F208031 Medical equipment
retail business;
69. F209060 Education, musical
instruments and entertainment
articles retail business;
70. F213010 Electrical appliances
retail business;
71. F213030 Computer and office
appliances and equipment
retail business;
72. F213060 Telecommunication
equipment retail business;
wholesale business;
59. F119010 Electronic
components and materials
wholesale business;
60. F199990 Other wholesale
business;
61. F201010 Retail Sale of
Agricultural Products;
62. F201990 Retail Sale of Other
Agricultural, Husbandry and
Aquatic Products;
63. F208031 Medical equipment
retail business;
64. F209060 Education, musical
instruments and entertainment
articles retail business;
65. F213010 Electrical appliances
retail business;
66. F213030 Computer and office
appliances and equipment retail
business;
67. F213060 Telecommunication
equipment retail business;
68. F218010 Computer software
retail business;
69. F219010 Electronic
components and materials retail
business;
70. F399040 Non-store retail
business;
71. F401010 International trade
business;
72. F401021 Restricted
telecommunication radio
frequency equipment and
materials import business;
73. F401181 Measuring instrument
importing business;
74. F601010 Intellectual property
business;

9

73. F213110 Retail sale of
batteries;
F217010 Retail sale of fire
fighting equipments;
F218010 Computer software
retail business;
F219010 Electronic
components and materials
retail business;
F399040 Non-store retail
business;
F401010 International trade
business;
F401021 Restricted
telecommunication radio
frequency equipment and
materials import business;
F401181 Measuring
instrument importing
business;
F601010 Intellectual property
business;
G801010 Warehousing and
storage business;
I101061 Engineering
Consultancy;
I101070 Agriculture, Forestry,
Fishing and Animal
Husbandry Consultancy;
I103060 Management
consulting services business;
I199990 Other Consultancy
I301010 Software design and
service business;
I301020 Data processing
services business;
I301030 Digital information
supply services business;
I401010 General advertising
service business;
75. G801010 Warehousing and
storage business;
76. I101070 Agriculture, Forestry,
Fishing and Animal Husbandry
Consultancy;
77. I103060 Management
consulting services business;
78. I199990 Other Consultancy
79. I301010 Software design and
service business;
80.I301020 Data processing
services business;
81. I301030 Digital information
supply services business;
82. I401010 General advertising
service business;
83. I501010 Product external
appearance designing business;
84. I599990 Other design business;
85. IG02010 Research
development service business;
86. IG03010 Energy technical
services business;
87. IZ03010 Newspaper clipping
business;
88. IZ04010 Translation business;
89. IZ10010 Typesetting business;
90. IZ13010 Network
authentication service business;
91. IZ99990 Other industry and
commerce services not
elsewhere classified;
92. J303010 Magazines (journals)
publishing business;
93. J304010 Books publishing
business;
94. J305010 Audio publishing
business;
95. J399010 Software publishing
business;
74.
75.
76.
77.
78.
79.
80.
81.
82.
83.
84.
85.
86.
87.
88.
89.
90.

10

91. I501010 Product external
appearance designing
business;
92. I599990 Other design
business;
93. IG02010 Research
development service business;
94. IG03010 Energy technical
services business;
95. IZ03010 Newspaper clipping
business;
96. IZ04010 Translation business;
97. IZ10010 Typesetting
business;
98. IZ13010 Network
authentication service
business;
99. IZ99990 Other industry and
commerce services not
elsewhere classified;
100. J303010 Magazines
(journals) publishing
business;
101. J304010 Books publishing
business;
102. J305010 Audio publishing
business;
103. J399010 Software publishing
business;
104. J399990 Other publishing
business;
105. J701070 Computer
Recreational Activities;
106. JE01010 Rental and leasing
business;
107. ZZ99999 All businesses that
are not prohibited or
restricted by laws and
regulations other than those
requiringspecialpermits.
96. J399990 Other publishing
business;
97. J701070 Computer
Recreational Activities;
98. JE01010 Rental and leasing
business;
99. ZZ99999 All businesses that
are not prohibited or restricted by
laws and regulations other than
those requiring special permits.

11

Article 30 The Company shall allocate the earnings for each fiscal year in the following order: 1.Paying tax;

Article 30

The Company shall allocate the The Company shall allocate the earnings for each fiscal year in earnings for each fiscal year in the the following order: following order: 1.Paying tax; 1.Paying tax; 2.Making up losses for preceding 2.Making up losses for preceding years; years; 3.Setting aside a legal reserve at 3.Setting aside a legal reserve at 10% of the earnings unless the 10% of the earnings unless the accumulated amount of accumulated amount of the legal reserve has reached the the legal reserve has reached the total authorized capital of the total authorized capital of the Company; Company; 4.Setting aside or reversing a 4.Setting aside or reversing a special reserve according to special reserve according to relevant regulations when relevant regulations when necessary; necessary; 5. The balance after the 5.The balance after the abovementioned payments are abovementioned payments are made (i.e., the earnings in the made, together with the fiscal year concerned available undistributed earnings as of the for distribution) shall be allocated beginning of that fiscal year, shall in the following order: be allocated pursuant to resolution (1) no more than 1% as the of the shareholders’ meeting in the remuneration for directors; following order for that fiscal year: (2) at least 3% as the employee (1) no more than 1% as the bonuses; when bonuses are remuneration for directors ; distributed in the form of stock, (2) at least 3% as the employee persons eligible for such bonuses; when bonuses are distribution shall include distributed in the form of stock, employees of the Company's persons eligible for such subsidiaries who meet certain distribution shall include qualifications. The Board of employees of the Company's Directors, or persons subsidiaries who meet certain authorized by the Board of qualifications. The Board of Directors, shall stipulate Directors, or persons authorized relevant regulations for by the Board of Directors, shall distribution of employee stipulate relevant regulations for bonuses; and distribution of employee (3)3)) the shareholders' dividends: ' dividends: dividends: bonuses; and

(1) no more than 1% as the remuneration for directors; (2) at least 3% as the employee bonuses; when bonuses are distributed in the form of stock, persons eligible for such distribution shall include employees of the Company's subsidiaries who meet certain qualifications. The Board of Directors, or persons authorized by the Board of Directors, shall stipulate relevant regulations for distribution of employee bonuses; and (3)3)) the shareholders' dividends: ' dividends: dividends:

Amend dividends policy.

12

the balance after deducting the
preceding two items, together
with the retained earnings as of
the beginning of the fiscal year
concerned shall be the
cumulative earnings available
for distribution; as the
Company is at a stage of stable
growth, and considering the
benefits of shareholders,
stability of financial condition
and business development, the
amount of dividends
distributed to shareholders
shall be no less than 60% of the
distributable earnings of the
year concerned and no less
than 15% of the shareholder’s
dividends shall be in the form
of cash.
(3) the shareholders'dividends:
the balance after deducting the
receding two items thereof shall
then be allocated as dividends to
the shareholders.
Delete. Article 30-1
The Company is situated in a
volatile environment and is at the
stable growth phase of the
enterprise life cycle. Furthermore,
taking into account the Company's
financial structure, ability to
generate operating profits, and the
need to expand the operating scale,
the Company decides to adopt a
residual dividend policy.
The proposal concerning the
allocation of earnings raised by the
Board of Directors shall be made
where at least 50% of the
distributable earnings as of that
year should be allocated as the
shareholders’dividends, and no
less than 5% of the distributed
dividends shall be in the form of
Article 30-1 is
deleted and
incorporated into
Article 30.

13

cash.
Article 33
These Articles of Incorporation
were enacted on July 28, 1975.
(the 1stthrough47th revision dates
have been omitted for simplicity)
The48th amendment is made on
June10, 2015.
Article 33
These Articles of Incorporation
were enacted on July 28, 1975. (the
1stthrough46th revision dates have
been omitted for simplicity)
The47th amendment is made on
June 10, 2014.
Addition of the 48~~th~~
revision date.

Resolution: Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,177,269,063 shares with voting rights were present when votes were cast; the number of voting rights for approval is 1,854,575,779 among which 1,156,747,553 was exercised by electronic transmission, the number of voting rights for rejection is 1,419,688, the number of voting rights for abstention is 321,273,596, and 85.18% of the total voting rights voted for approval when votes were cast).

14

Item 2 Discussion of the Amendments to Operating Procedures of Acquisition or Disposal of Assets (Proposed by the Board of Directors)

Explanation:(1) In order to better meet the Group's future development needs, it is proposed to amend certain provisions of the Operating Procedures of Acquisition or Disposal of Assets. Please see the comparison table of revised articles of the Operating Procedures of Acquisition or Disposal of Assets for the detailed revisions.

  • (2) The proposed amendments are submitted for discussion.

Comparison Table of Revised Articles of the Operating Procedures of Acquisition or Disposal of Assets


Disposal of Assets
Article after revision Article before revision Explanation
Article 5
The total value of real property or
securities purchased by the
Company and its subsidiaries
("Subsidiaries") for non-operating
use and limit on investment in
each specific security are as
follows:
1. The total value of real property
purchased by the Company for
non-operating use may not
exceed 20% of the Company's
net worth as stated in its latest
financial statement. The total
value of real property
purchased by a Subsidiary for
non-operating use may not
exceed 20% ofthe Company's
net worth as stated in its latest
financial statement.
2. The total value of securities
invested by the Company may
not exceed 100% of the
Company's net worth as stated
in its latest financial statement.
The total value of securities
invested by a Subsidiary may
not exceed60%ofthe
Company's net worth as stated
in its latest financial statement.
3. The investment in a specific
securitybythe Companymay
Article 5
The total value of real property or
securities purchased by the
Company and its subsidiaries
("Subsidiaries") for non-operating
use and limit on investment in
each specific security are as
follows:
1. The total value of real property
purchased by the Company for
non-operating use may not
exceed 20% of the Company's
net worth as stated in its latest
financial statement. The total
value of real property
purchased by a Subsidiary for
non-operating use may not
exceed 20% ofthe Subsidiary's
net worth as stated in its latest
financial statement;if the
Subsidiary is a holding
company, the total value of
real property purchased by
the Subsidiary for non-
operating use may not exceed
20% of the Subsidiary's net
worth as stated in its latest
financial statement, either.
2. The total value of securities
invested by the Company may
not exceed 100% of the
Company's net worth as stated
Revise the total
value of real
property or
securities that may
be acquired by the
Company and its
subsidiaries to
accommodate
Group’s future
development
needs.

15

not exceed 50% of the
Company's net worth as stated
in its latest financial statement.
The investment in a specific
security by a Subsidiary may
not exceed30%ofthe
Company's net worth as stated
in its financial statement.
3. in its latest financial statement.
The total value of securities
invested by a Subsidiary may
not exceed 150% ofthe
Subsidiary's net worth as
stated in its latest financial
statement;however, if the
Subsidiary is a holding
company, the total value of
securities invested by the
Subsidiary may not exceed
200% of the Subsidiary's net
worth as stated in its
financial statement.
The investment in a specific
security by the Company may
not exceed 50% of the
Company's net worth as stated
in its latest financial statement.
The investment in a specific
security by a Subsidiary may
not exceed100%ofthe
Subsidiary'snet worth as stated
in its financial statement;
however, if the Subsidiary is a
holding company, its
investment in a specific
security may not exceed
150% of the Subsidiary's net
worth as stated in its
financial statement.
Article 10-1
Where the total amount
invested by a Subsidiary in
securities after making a
proposed investment will exceed
10% of the Company's net
worth as stated in its latest
financial statement, the
proposed investment shall be
approved by the Company's
Audit Committee and the Board
of Directors by resolution in
advance. Where the transaction
amount of a proposed
Article 10-1
None.
In order to
accommodate
Group's future
development needs
and to strengthen
Group's corporate
governance, the
Subsidiary shall
propose to the
Company's Audit
Committee and the
Board of Directors
when acquiring
securities

16

investment in a specific security
by a Subsidiary exceeds 5% of
the Company's net worth as
stated in its latest financial
statement, the proposed
investment shall be approved by
the Company's Audit
Committee and the Board of
Directors by resolution in
advance.
exceeding certain
amount.
Article 11-1
Where the total amount
invested by a Subsidiary in real
property for non-operating use
after making a proposed
investment will exceed 10% of
the Company's net worth as
stated in its latest financial
statement, the proposed
investment shall be approved by
the Company's Audit
Committee and the Board of
Directors by resolution in
advance. Where the transaction
amount of a proposed
investment by a Subsidiary in a
specific real property for non-
operating use exceeds 1% of the
Company's net worth as stated
in its latest financial statement,
the proposed investment shall
be approved by the Company's
Audit Committee and the Board
of Directors by resolution in
advance.
Article 11-1
None.
In order to
accommodate
Group's future
development needs
and to strengthen
Group's corporate
governance, the
Subsidiary shall
propose to the
Company's Audit
Committee and the
Board of Directors
when acquiring real
property exceeding
certain amount.
Article 13-1
The calculation of the transaction
amount referred to in Articles
10,10-1,11,11-1 and 13 shall be
made in accordance with
Subparagraph 5 of Paragraph 1 of
Article 17 hereof, and "within the
preceding year" as used herein
refers to the year preceding the
date of occurrence of the current
Article 13-1
The calculation of the transaction
amount referred to in Articles 10,
11 and 13 shall be made in
accordance with Subparagraph 5
of Paragraph 1 of Article 17
hereof, and "within the preceding
year" as used herein refers to the
year preceding the date of
occurrence of the current
Revise to reflect
the newly added
Articles 10-1 and
11-1.

17

transaction. Items for which an
appraisal report from a
professional appraiser or an
accountant's opinion is obtained
in accordance with these
Operating Procedures need not be
counted toward the transaction
amount.
transaction. Items for which an
appraisal report from a
professional appraiser or an
accountant's opinion is obtained
in accordance with these
Operating Procedures need not be
counted toward the transaction
amount.

Resolution: Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,177,269,063 shares with voting rights were present when votes were cast; the number of voting rights for approval is 1,852,345,853, among which 1,154,517,627 was exercised by electronic transmission, the number of voting rights for rejection is 1,420,614, the number of voting rights for abstention is 323,502,596, and 85.08% of the total voting rights voted for approval when votes were cast).

18

Item 3 Discussion of the Amendments to Operating Procedures of Fund Lending (Proposed by the Board of Directors)

Explanation:(1) In order to accommodate Group's future development needs, it is proposed to amend certain provisions of the Operating Procedures of Fund Lending. Please see the comparison table of revised articles of the Operating Procedures of Fund Lending for the detailed revisions.

(2) The proposed amendments are submitted for discussion.

Comparison Table of Revised Articles of the Operating Procedures of Fund Lending

Article after revision Article before revision Explanation
Article 3: Total Amount of Funds
Lending and Limit for Each
Recipient
1. When lending funds to other
companies or enterprises with which
the Company has business relations,
the amount lent to a single recipient
shall not exceed the total transaction
amount between the recipient and
the Company in the most recent year
and shall not exceed20 percent of
the Company's net worth as stated in
the Company's latest financial
statements, and the total amount lent
shall not exceed40 percent of the
Company's net worth as stated in the
Company's latest financial
statements; when providing short-
term financing to other companies or
enterprises, the short-term financing
amount to a single recipient shall not
exceed20 percent of the Company's
net worth as stated in the Company's
latest financial statements, and the
total short-term financing amount
shall not exceed40 percent of the
Company's net worth as stated in the
Company's latest financial
statements. The aggregate amount of
total funds lent to other companies
Article 3: Total Amount of Funds
Lending and Limit for Each
Recipient
1. When lending funds to other
companies or enterprises with which
the Company has business relations,
the amount lent to a single recipient
shall not exceed the total transaction
amount between the recipient and
the Company in the most recent year
and shall not exceed10 percent of
the Company's net worth as stated in
the Company's latest financial
statements, and the total amount lent
shall not exceed20 percent of the
Company's net worth as stated in the
Company's latest financial
statements; when providing short-
term financing to other companies or
enterprises, the short-term financing
amount to a single recipient shall not
exceed 10 percent of the Company's
net worth as stated in the Company's
latest financial statements, and the
total short-term financing amount
shall not exceed20 percent of the
Company's net worth as stated in the
Company's latest financial
statements. The aggregate amount of
total funds lent to other companies
In
order
to
accommodate
Group’s
future
development needs,
amount
limit
for
lending
fund
to
others is amended;
also,
pursuant
to
Paragraph
4
of
Article
3
of
the
Regulations
Governing
Loaning
of Funds and Making
of
Endorsements/Guara
ntees
by
Public
Companies,
the
Article is amended to
clarify that statutory
amount
restriction
shall not apply to
loans of funds to
foreign companies in
which the Company
holds,
directly
or
indirectly, 100% of
the voting shares.

19

or enterprises with which the
Company has business relations and
total short-term financing provided
to other companies or enterprises
shall not exceed40 percent of the
Company's net worth as stated in the
Company's latest financial
statements.
2. When a subsidiary of the
Company ("Subsidiary") lends funds
to other companies or enterprises
with which the Subsidiary has
business relations, the amount lent to
recipients shall not exceed the total
transaction amount between the
recipient and the Subsidiary in the
most recent year and the total
amount lent shall not exceed 40
percent of the Subsidiary's net worth
as stated in the Subsidiary's latest
financial statements; when providing
short term financing to other
companies or enterprises, the total
short-term financing amount shall
not exceed 40 percent of the
Subsidiary's net worth as stated in
the Subsidiary's latest financial
statements. The aggregate amount of
total funds lent to other companies
or enterprises with which the
Subsidiary has business relations
and total short-term financing
provided to other companies or
enterprises shall not exceed 40
percent of the Subsidiary's net worth
as stated in the Subsidiary's latest
financial statements, provided that,
the restriction of 40% net worth of
lending company shall not apply
to inter-company loans of funds
between foreign companies in
which the Company holds,
directly or indirectly, 100% of the
voting shares.
or enterprises with which the
Company has business relations and
total short-term financing provided
to other companies or enterprises
shall not exceed20 percent of the
Company's net worth as stated in the
Company's latest financial
statements.
2. When a subsidiary of the
Company ("Subsidiary") lends funds
to other companies or enterprises
with which the Subsidiary has
business relations, the amount lent to
recipients shall not exceed the total
transaction amount between the
recipient and the Subsidiary in the
most recent year and the total
amount lent shall not exceed 40
percent of the Subsidiary's net worth
as stated in the Subsidiary's latest
financial statements; when providing
short term financing to other
companies or enterprises, the total
short-term financing amount shall
not exceed 40 percent of the
Subsidiary's net worth as stated in
the Subsidiary's latest financial
statements. The aggregate amount of
total funds lent to other companies
or enterprises with which the
Subsidiary has business relations
and total short-term financing
provided to other companies or
enterprises shall not exceed 40
percent of the Subsidiary's net worth
as stated in the Subsidiary's latest
financial statements.
"Related party", "subsidiary" and
"parent company" referred to herein
shall be determined according to the
provisions set forth in the
Regulations Governing the
Preparation of Financial Reports by
Securities Issuers.

20

"Related party", "subsidiary" and
"parent company" referred to herein
shall be determined according to the
provisions set forth in the
Regulations Governing the
Preparation of Financial Reports by
Securities Issuers.
"Net worth" referred to herein shall
mean the balance sheet equity
attributable to the owners of the
parent company under the
Regulations Governing the
Preparation of Financial Reports by
Securities Issuers.
"Net worth" referred to herein shall
mean the balance sheet equity
attributable to the owners of the
parent company under the
Regulations Governing the
Preparation of Financial Reports by
Securities Issuers.
Article 5: Procedures for Fund
Lending
1. Handling Procedures
(1)When lending funds or providing
short-term financing to others, the
Company’s division in charge shall
review and submit the proposal for
the Chairman of the Board's
approval, and shall be approved by
one-half or more of all Audit
Committee members and then for
discussion and consent by the Board
of Directors. If the proposal has not
been approved by one-half or more
of all Audit Committee members, it
may be undertaken upon the consent
of two-thirds or more of all
directors, and the resolution of the
Audit Committee shall be recorded
in the meeting minutes of the Board
of Directors.The Board of Directors
may authorize the Chairman to lend
in installments or to revolve the
credit facility when lending funds to
the same party, within a certain
amount resolved by the Board of
Directors and within one year. The
Company shall take into full
consideration of each independent
Article 5: Procedures for Fund
Lending
1. Handling Procedures
(1)When lending funds or providing
short-term financing to others, the
Company’s division in charge shall
review and submit the proposal for
the Chairman of the Board's
approval, and shall be approved by
one-half or more of all Audit
Committee members and then for
discussion and consent by the Board
of Directors. If the proposal has not
been approved by one-half or more
of all Audit Committee members, it
may be undertaken upon the consent
of two-thirds or more of all
directors, and the resolution of the
Audit Committee shall be recorded
in the meeting minutes of the Board
of Directors.The Board of Directors
may authorize the Chairman to lend
in installments or to revolve the
credit facility when lending funds to
the same party, within a certain
amount resolved by the Board of
Directors and within one year. The
Company shall take into full
consideration of each independent
Pursuant
to
Paragraph
3
of
Article 14 of the
Regulations
Governing
Loaning
of Funds and Making
of
Endorsements/Guara
ntees
by
Public
Companies,
the
Article is amended to
clarify the restriction
on
the
amount
authorized
to
the
Chairman
of
the
Board.

21

==> picture [488 x 305] intentionally omitted <==

----- Start of picture text -----

director's opinion in the discussion director's opinion in the discussion
by the Board of Directors, and shall by the Board of Directors, and shall
record each independent director's record each independent director's
explicit opinion for assent or dissent explicit opinion for assent or dissent
and reason for dissent in the meeting and reason for dissent in the meeting
minutes of the Board of minutes of the Board of Directors.
Directors. The aforesaid "certain [below omitted]
amount" means that the
authorized amount of loans
extended by the Company or any
of its subsidiaries to any single
entity shall not exceed 10% of the
net worth on the most recent
financial statements of the lending
company, provided that such
-
restriction shall not apply to inter
company loans of funds between
foreign companies in which the
Company holds, directly or
indirectly, 100% of the voting
shares.
[below omitted]
----- End of picture text -----

Resolution: Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,177,269,063 shares with voting rights were present when votes were cast; the number of voting rights for approval is 1,847,301,853, among which 1,149,473,627 was exercised by electronic transmission, the number of voting rights for rejection is 6,466,614, the number of voting rights for abstention is 323,500,596, and 84.84% of the total voting rights voted for approval when votes were cast).

22

IV. ELECTION ITEMS

(1) Election of Company's Directors (Proposed by the Board of Directors)

Explanation: (1) The term of the office of the directors (including independent directors) will expire. According to the Board’s resolution, thirteen directors (including three independent directors) will be elected at this annual general shareholders' meeting. The term of the office of the new directors is three years, starting from June 10, 2015 and will expire on June 9, 2018. The directors will assume office immediately after this annual general shareholders meeting.

  • (2) The Company adopted the candidates nomination system for electing the 17th term of directors (including independent directors). After the board of directors’ examination, the board has approved 12 candidates (including three candidates for independent directors). The relevant information is as follows:

Name list of Candidates for Directors

Namelist ofCandidatesfor Directors
Name Educational Background and Experience Number of
SharesHeld
Bruce CH Cheng BSEE, National Cheng Kung University / Chairman of
DeltaElectronics,Inc.
139,592,593
Yancey Hai MS Global Management, University of Dallas, U.S.A. /
Vice Chairman & CEO, Delta Electronics, Inc.; Country
Manager, G.E. Capital
1,421,302
Mark Ko BS Control Engineering, National Chiao Tung University /
President & COO,DeltaElectronics,Inc.
1,011,358
Ping Cheng Bachelor of Business Administration, California State
University, Hayward/ Senior Vice President and President
inGreaterChina Area of Delta Electronics,Inc.
8,844,645
Johnson Lee EMBA, National Taiwan University / Senior Vice
President,DeltaElectronics,Inc.
41,000
Simon Chang EMBA of Chung Yuan Christian University, Department of
Electrical Engineering of Cheng Shiu University/ Senior
Vice President,Delta Electronics,Inc.
969,881
Albert Chang EMBA of National Central University/ Senior Vice
President of Delta Electronics,Inc.
1,049,791
Fred
Chai-Yan
Lee
Ph. D. Duke University, North Carolina/ University
Distinguished Professor, Va. Tech. and Director of the
Center for Power Electronics Systems.
0
Chung-Hsing
Huang
Ph.D. in Management of the University of Texas at Austin/
Associate Dean of College of Management of National
TaiwanUniversity,AssociateProfessorofCollege of
0

23

Management of National Taiwan University, Acting Director of School of Professional and Continuing Studies of National Taiwan University, Supervisor of Delta Electronics, Inc.

Name list of Candidates for Independent Directors

Name Educational Background and Experience Number of
SharesHeld
Tsong-Pyng
Perng
Ph.D. Materials Science and Engineering, University of
Illinois at Urbana-Champaign / Principal, Yuan Ze
University; Professor, National Tsing Hua University;
President,MaterialsResearchSociety– Taiwan
0
George Chao BA Tamkang University / Chairmanof3M Taiwan Ltd. 0
Yung-Chin Chen MA Accounting, Soochow University / CPA of Pu Hwa
AccountingFirm; CPA and Partner of PwCTaiwan
0

(3) Please Vote

Election Result: 12 members of the Board of Directors (including 3 Independent Directors)

Title Name Number of Shares
Directors YanceyHai 1,756,880,791
Directors Bruce CHCheng 1,751,112,886
Directors Mark Ko 1,750,488,738
Directors Ping Cheng 1,748,572,066
Directors Johnson Lee 1,747,590,880
Directors SimonChang 1,746,386,268
Directors Albert Chang 1,745,719,280
Directors Fred Chai-Yan Lee 1,744,392,567
Directors Chung-HsingHuang 1,742,255,841
IndependentDirectors Yung-ChinChen 1,740,982,412
Independent Directors Tsong-Pyng Perng 1,740,945,449
IndependentDirectors George Chao 1,740,569,000

24

V. OTHER PROPOSALS

Item 1 Discussion of Releasing the Directors from Non-Competition Restrictions (Proposed by the Board of Directors)

  • Explanation:(1) According to Article 209 of the Company Law, a director who conducts business within the business scope of the Company for himself or others shall explain in the shareholders' meeting the essential contents of such conduct and obtain the shareholders' approval.

  • (2) As certain directors elected in this shareholders' meeting concurrently work for other companies, which may constitute the act restricted under Article 209 of the Company Act, it was proposed 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. Detailed list of the relevant directors' positions in other companies is announced on a board placed at the venue of the shareholders' meeting after the election.

  • (3) The proposal is submitted for discussion.

  • Resolution: Approved and acknowledged as proposed by the Board of Directors by voting (a total of 2,177,269,063 shares with voting rights were present when votes were cast; the number of voting rights for approval is 1,306,109,633 among which 608,281,407 was exercised by electronic transmission, the number of voting rights for rejection is 408,443,771, the number of voting rights for abstention is 462,715,659, and 59.99% of the total voting rights voted for approval when votes were cast).

25

VI. EXTEMPORARY MOTIONS

None.

Meeting Adjourned: 11:10 AM, June 10, 2015

Chairman: Yancey Hai

Recorder: Ms. Jill Lee

26

Details of Directors' Important Positions in Other Companies

Name of
Directors
Important Positions in Other Companies
Bruce CH
Cheng
DAC Holding (Cayman) Ltd.
Director
Delta Electronics (Japan), Inc.
Director
Delta Electronics (H.K.) Limited
Director
Delta International Holding Ltd.
Director
Delta Electronics (Jiangsu) Ltd.
Chairman
Delta Electronics Components (Wujiang) Ltd.
Chairman
Delta Electro-Optics (Wujiang) Ltd.
Chairman
Delta Video Display System (Wujiang) Ltd.
Chairman
Delta Electronics (Shanghai) Co., Ltd.
Chairman
Delta Electronics (Wujiang) Trading Co., Ltd.
Chairman
Finestar International Limited
Director
Hua Zhi Investment Co.,Ltd.
Chairman
Yancey Hai Delta Electronics Power (Dongguan) Co., Ltd.
Director
Delta International Holding Ltd.
Director
Delta Electronics (Shanghai) Co., Ltd.
Director
CTCI Corporation
Director
Delta Electronics International Ltd.
Director
DAC Holding (Cayman) Ltd.
Director
Delta Electronics (H.K.) Limited
Director
USI Corporation
Independent Director
Mark Ko Delta Electronics (Japan), Inc.
Director
Delta Electronics (Dongguan) Co., Ltd.
Chairman
Delta Electronics (H.K.) Limited
Director
Delta Electronics Power (Dongguan) Co., Ltd.
Chairman
Delta International Holding Ltd.
Director
Delta Electronics (Jiangsu) Ltd.
Director
Delta Electro-Optics (Wujiang) Ltd.
Director
Delta Electronics International Ltd.
Director
Delta Electronics (Wuhu) Ltd.
Chairman
Delta Electronics (Chenzhou) Co., Ltd.
Chairman
Wuhu Delta Technology Co., Ltd.
Chairman
Chenzhou Delta TechnologyCo.,Ltd.
Chairman

27

Delta Electronics (Wujiang) Trading Co., Ltd.
Director
Delta Green (Tianjin) Industries Co., Ltd.
Chairman
Delta Greentech(China)Co.,Ltd.
Director
Ping Cheng Delta Greentech (China) Co., Ltd.
Chairman
Delta Electronics (Dongguan) Co., Ltd.
Director / President
Delta Electronics (H.K.) Limited
Director
Delta Electronics Power (Dongguan) Co., Ltd.
Director / President
Delta International Holding Ltd.
Director
Delta Power Sharp Limited
Director
Delta Electronics International Ltd.
Director
Deltronics (Netherlands) B.V.
Director
Delta Electronics (Thailand) Public Co., Ltd.
Counsel
Delta Electronics (Jiangsu) Ltd.
President
Delta Electro-Optics (Wujiang) Ltd.
President
Delta Video Display System (Wujiang) Ltd.
Director / President
Delta Electronics (Wuhu) Ltd.
Director
Delta Electronics (Chenzhou) Co., Ltd.
Director / President
Wuhu Delta Technology Co., Ltd.
Director
Chenzhou Delta Technology Co., Ltd.
Director / President
Delta Electronics (Wujiang) Trading Ltd.
Director / President
Delta Green (Tianjin) Industries Co., Ltd.
Director / President
Delta Energy Technology (Shanghai) Co., Ltd.
Chairman
Delta Energy Technology (Wuhu) Co., Ltd.
Chairman
Delta Energy Technology (Chenzhou) Co., Ltd.
Chairman
Delta Energy Technology (Dongguan) Co., Ltd.
Chairman
Delta Energy Technology (Wujiang) Co., Ltd.
Chairman
Ace Pillar Holding Co., Ltd.
Director
Delta Electronics (PINGTAN) CO., LTD.
Chairman
Delta Electronics Components(Wujiang)Ltd.
President
Simon Chang Betacera Inc.
Director
Delta Electro-Optics (Wujiang) Ltd.
Director
Deltronics (Netherlands) B.V.
Director
Delta Greentech (China) Co., Ltd.
Director
Delta Green(Tianjin)Industries Co.,Ltd.
Director
Johnson Lee Delta Electronics(Chenzhou)Co.,Ltd.
Director

28

Chenzhou Delta Technology Co., Ltd.
Director
Delta Electronics (Wuhu) Co., Ltd.
Director
Wuhu Delta Technology Co., Ltd.
Director
Delta Electronics International Limited
Director
Delta International Holding Limited
Director
Delta Electronics (HK) Limited
Director
Delta Power Sharp Ltd.
Director
Delta Electronics (PINGTAN) CO., LTD.
Director
Delta Electronics Components(Wujiang)Ltd.
Director
Fred Chai-
Yan Lee
Delta Electronics (Shanghai) Co., Ltd.
Director / President
NeoEnergyMicroelectronics,Inc.
Director
Albert Chang Neo Solar Power Corp.
Director
Chung-Hsing
Huang
Test Rite International Co., Ltd.
Director

Details of Independent Directors’ Important Positions in Other Companies

Name of
Independent
Director
Important Positions in Other Companies
Yung-Chin
Chen
Prime Oil Chemical Service Corporation
Director
China Television Company
Independent Director
Lifestyle Global Enterprise Inc.
Supervisor
Taiwan Cogeneration Corporation
Supervisor
Wei Chuan Foods Corp.
Supervisor
Tsong-Pyng
Perng
None
George Chao None

29

30

Attachment 1

Business Report

Thanks to the hardwork of our colleagues, Delta has performed well, growing in both revenues and profits this past year. Delta reported consolidated revenues of NT$190.6 billion in the year 2014, an 8% growth compared to the year before. Gross profits amount to NT$51.5 billion, with a profit margin of 27%, a 14% increase compared to the year before. Net operating profits amount to NT$22.8 billion, accounting for 12% of the revenues, growing 17% compared to the year before. And net income after tax amount to NT$20.7 billion, a net profit margin of 10.9%, growing 16% compared to the year before. Delta's EPS (earnings per share) for the year 2014 reached a new record of NT$8.49 with a ROE (return on equity) of 21.1%, which has also grown steadily compared to 2013. Delta's market capitalization has surpassed NT$450 billion, with over 70% of shares being held by foreign institutional investors, implying that Delta's management philosophy and operating performance is well acknowledged by the market. The following summarizes the business results and future prospects of Delta's three major business categories:

Power Electronics Power Electronics has served as the cornerstone on which Delta has built its technology and operation upon. It has been a long term major contributor to Delta's revenues and profits. Delta continues to be a dominant player in the world's power supply and brushless DC fan market. We desire not only to continue extending our lead in IT, automotive and consumer electronic fields, but also to apply our technologies in new fields such as cloud computing, medical care, electric vehicles, LED lighting, and smart homes. This stance has been widely acknowledged by our customers. By extending our technologies' applications, increasing energy conversion efficiency, and integrating energy recycling into low power consumption ultra slim products, Delta can create exceptional value for ODM customers and also cooperate with them to pioneer new global markets. We believe that the prevalence of cloud computing and "Internet of things" can bring about countless opportunities. Riding on the growing trend of stringent environmental restrictions, Delta's Power Electronics business group will continue to grow and contribute significantly to our revenues and profits.

Energy Management Energy Management has been Delta's duty through which we strive to fulfill our mission, as it is at the forefront of Delta's brand philosophy “Smarter, Greener, Together.". It is the very reason why Delta has invested so much into developing key products, systems and solutions for energy management, industrial automation, power systems, and power quality management in the recent years.

Delta has invested in industrial automation for over 20 years, developing innovative products such as the SCARA industrial robot, machine vision systems, CNC controllers, energy efficient industrial automation solutions and other smart solutions. Through constant feedback from the market, we can optimize these products and allow our customers to increase their production lines’ efficiency and quality. Delta's nomination in the ROBO-STOX is testament to Delta's development in the industrial automation market through the buildup and integration of professionals in respective fields, an exceptional customer support team, regional sales platform and advanced technology. This achievement has been well acknowledged and recognized. Delta's telecom power sales have continued to grow in scale with the development of the global communications infrastructure. With the successful M&A of Eltek ASA by our European subsidiary, we have moved one step closer to becoming the leader in global telecom power. We custom design data

30

31

centers and UPS for key infrastructural organizations such as government, transportation, telecom, semiconductor and financial groups, to not only ensure seamless operation of key services required by customers, but also provide savings in energy and operations cost. We have achieved important breakthroughs in various areas such as electric vehicles, renewable energy, and energy storage and management. With these technologies, Delta has built power plants in Japan and also smart charging systems with built-in communications capabilities that can flexibly arrange charging conditions according to information provided by the power grid in the U.S. These management systems can support power companies to lower the investment that they need to expand the general power infrastructure, and allow electric vehicles to use off-peak power to charge and thereby lower their charging cost. With the increasing demand for smart energy management and flexible automated production, we believe that Energy Management will be the primary driving force for Delta to continue to grow.

Smart Green Life Networking and display solutions are Delta’s representatives in the Smart Green Life category. Delta Networks is Delta Electronics’ answer to network communication. Not only does it provide services for various enterprise customers, it is also Delta's internal networking specialist. Delta Networks has performed exceptionally well, developing systems and solutions for all other business groups within the corporation. Delta's display business seeks to maintain our leading position in high-end projection sector. It has provided a brand new solution for remote monitoring. By integrating the most advanced network control system with a completely embedded display wall controller, it is the first custom-designed multi-panel video wall display controlling system that integrates both image and sound in command and control centers. Boasting the most advanced DSP (Digital signal processing) technology to support over 10,000 signal sources and display units simultaneously, the system enhances image processing capability and allows for real-time previews with synchronized playback features, fulfilling all needs to remote monitoring and management. Delta's display business unit’s strategy to move from single display monitors to image systems and integrated remote monitoring systems has proven successful, with satisfied customers applying it to power grid, transportation networks, communications networks, social security, and smart buildings. Having invested steadfastly into Smart Green Life for a prolonged period and riding on the growing use of internet communication and various cloud applications, we believe that the Smart Green Life business will continue to support the growth of Delta.

With a strong ODM foundation and gradual transition to provide integrated systematic solutions, we have successfully completed nearly 200 solution projects across the globe. We strive hard to make the best of all opportunities and work towards the company's mission of "providing innovative, clean, and energy-efficient solutions for a better tomorrow" to bring about positive effects. To successfully develop a solutions-oriented business model, Delta requires the professional knowledge to evaluate a customer's issue, and provides suitable integrated products and technology. To do this, the horizontal integration and cooperation between different business groups and related technologies is critical to success. In response to the constantly evolving industry, products and technology, Delta not only strives to develop new industries and technologies, enhances the organization capability from within, but also seeks other methods such as M&A and alliances with other corporations to fulfill customers’ demands promptly. Some examples include the previously mentioned merger with the Norwegian power supply company, and the cooperation between Delta and Mitsubishi Heavy Industries to enter the area of battery energy storage. Through both internal development and external opportunities, we believe that Delta can effectively increase the efficiency in systematic services and provide customer solutions in Taiwan and the rest of the world.

31

32

Last year, Delta was listed amongst the top 20 international brands in Taiwan for the fourth time, making us the only industrial brand in the domestic electronics industry to be accredited with such an honor for four consecutive years. Not only have we moved up four ranks, but upon evaluation, Delta's brand value has increased 24% to reach USD$ 170 million, demonstrating our outstanding brand management performance. Delta has also been commended by many of our long term customers such as SONY, Panasonic, Celestica, and Lenovo. Our efforts in improving the enterprise's social responsibility, corporate governance, and investor services have also been widely acknowledged by the general public. Last year, Delta was ranked first place by CommonWealth magazine as Taiwan's Most Admired Company in the electronics industry sector for thirteen consecutive years. We also received the top award honor of “Excellence in Corporate Social Responsibility” in the large corporation category for the eighth consecutive year. Delta was accredited top rank in Global View magazine's 10th Annual Corporate Social Responsibility (CSR) reward for both "Overall Performance" and "Sustainable Operations". Since the award's inception in 2005, Delta has been awarded top rank for 9 times, the highest in Taiwan. Delta was also selected by Dow Jones Sustainability Indices (DJSI) World Index for four years in a row and the second consecutive year for the DJSI-Emerging Markets Index published in 2013. Last year, Delta participated in the Carbon Disclosure Project (CDP) and surpassed nearly 2000 listed company around the globe. Not only did Delta receive the highest appraisal, it was also the only company from the Greater China region to be selected as part of the Climate Performance Leadership Index (CPLI). In terms of corporate management, Delta has received the highest ranking of A++ for information disclosure. These all demonstrate the recognition of the general public towards Delta's efforts.

Our stable and superb performance is the result of the unwavering efforts from our colleagues to which we express our immense gratitude. We are also deeply grateful for the support of our customers, suppliers, shareholders and the public towards Delta. We will strive to continue towards our strategic goal, to deliver the Delta philosophy, to fulfill our corporate society responsibility, and to improve our operation efficiency and profitability. We will demonstrate the strength of Delta, earn global respect and make our colleagues proud of being a Delta family member.

32

Attachment 2

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

PWCR14003207

To Delta Electronics, Inc.

We have audited the accompanying parent company only balance sheets of Delta Electronics, Inc. as of December 31, 2014 and 2013, and the related parent company only statements of comprehensive income, of changes in stockholders' equity and of cash flows for the years ended December 31, 2014 and 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. As explained in note 6(6), we did not audit the financial statements of investments accounted for under equity method, which statements reflect investments accounted for under equity method of $6,269,174 thousand and $5,342,282 thousand, constituting 4.00% and 3.90% of the consolidated total assets as of December 31, 2014 and 2013, respectively, and total comprehensive income (including share of (loss) profit of associates and joint ventures accounted for under equity method and share of other comprehensive incme of associates and joint ventures accounted for under equity method) amounted to $1,101,031 thousand and $993,227 thousand, constituting 4.72% and 4.32% of the total comprehensive income for the years ended December 31, 2014 and 2013, respectively. Those statements were audited by the other independent accountants whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts and the information disclosed in Note 13 are based solely on the reports of the other auditors.

We conducted our audits in accordance with the “Rules Governing Examination of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China. Those standards and rules require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the other independent accountants provide a reasonable basis for our opinion.

33

In our opinion, based on our audits and the reports of the other independent accountants, the parent company only financial statements referred to above present fairly, in all material respects, the financial position of Delta Electronics, Inc. as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the years ended December 31, 2014 and 2013, in conformity with the “Rules Governing the Preparation of Financial Statements by Securities Issuers”.

PricewaterhouseCoopers, Taiwan

March 10, 2015


The accompanying financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

34

DELTA ELECTRONICS, INC. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2014AND 2013

(Expressed in thousands of New Taiwan dollars)

Assets Notes December 31, 2014 December 31, 2013
Current assets
Cash and cashequivalents 6(1) $ 7,976,704 $ 5,889,486
Available-for-sale financial assets - current 6(2) 460,607 586,773
Notes receivable, net 58,093 54,675
Accounts receivable, net 6(4) 5,733,649 8,021,708
Accounts receivable - related parties 7 1,936,710 1,109,261
Other receivables 92,447 43,479
Other receivables - related parties 7 355,952 378,913
Current income tax assets 361,196 5,957
Inventories 6(5) 940,023 691,306
Prepayments 751,088 345,057
Other current assets 8 143,101 53,308
Total current assets 18,809,570 17,179,923
Non-current assets
Available-for-sale financial assets - 6(2)
noncurrent 5,150,949 6,117,918
Financial assets carried at cost - noncurrent 6(3) 210,678 210,985
Investments accounted for under equity 6(6)
method 120,692,575 102,730,961
Property, plant and equipment 6(7) 10,040,068 9,568,372
Intangible assets 6(8) 634,267 634,017
Deferred income tax assets 6(23) 839,703 506,415
Other non-current assets 6(9) 288,269 198,871
Total non-current assets 137,856,509 119,967,539
Total assets $ 156,666,079 $ 137,147,462

(Continued)

35

DELTA ELECTRONICS, INC. PARENT COMPANY ONLY BALANCE SHEETS (CONTINUED) DECEMBER 31, 2014AND 2013

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity Notes
7
7
6(10)
6(23)
6(11)
6(13)
6(14)
6(15)
6(6)
9
11
December 31, 2014
$ 593,999
8,229,224
7,398,644
228,596
1,414,239
17,864,702
26,366,000
6,906,032
2,644,433
35,916,465
53,781,167
24,375,433
25,822,764
15,552,256
527,556
33,542,818
3,064,085
102,884,912
$ 156,666,079
December 31, 2013
Current liabilities
Accounts payable
Accounts payable - related parties
Other payables
Other payables - related parties
Other current liabilities
Toal current liabilities
Non-current liabilities
Long-term borrowings
Deferred income tax liabilities
Other non-current liabilities
Total non-current liabilities
Total liabilities
Equity
Share capital
Share capital - common stock
Capital surplus
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated retained earnings
Other equity interest
Other equity interest
Total equity
Significant contingent liabilities and
unrecorded contract commitments
Significant subsquent events
Total liabilities and equity
$ 754,656
8,671,249
6,450,408
166,770
1,098,555
17,141,638
18,716,500
5,018,981
2,622,751
26,358,232
43,499,870
24,375,433
25,790,922
13,774,636
4,074,505
25,212,328
419,768
93,647,592
$ 137,147,462

The accompanying notes are an integral part of these financial statements. See report of independent accountants dated March 10, 2015.

36

DELTA ELECTRONICS, INC.

PARENT COMPANY ONLY STATEMENTS OF COMPRHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Expressed in thousands of New Taiwan dollars, except earning per share data)

Items Notes
2014
2013
6(16) and 7
$ 38,607,643
$ 37,206,319
6(17) and 7
(
34,318,928) (
33,051,609)
4,288,715
4,154,710
6(23)(24)
(
496,418) (
545,477)
(
1,539,781) (
1,519,051)
(
336,668) (
214,623)
(
2,372,867) (
2,279,151)
1,915,848
1,875,559
6(18)
651,582
596,910
6(2)(19)
(
226,730) (
495,076)
6(20)
(
113,148) (
108,523)
6(6)
19,951,168
16,635,706
20,262,872
16,629,017
22,178,720
18,504,576
(
1,479,820) (
1,260,145)
20,698,900
17,244,431
6(6)
-
531,771
$ 20,698,900
$ 17,776,202
$ 5,558,761
$ 1,980,117
(
1,439,204)
2,421,856
-
1,485
(
976,056)
1,082,753
6(23)
(
499,175) (
258,127)
$ 2,644,326
$ 5,228,084
$ 23,343,226
$ 23,004,286
6(24)
$ 8.49
$ 7.10
-
0.22
$ 8.49
$ 7.32
$ 8.42
$ 7.02
-
0.22
$ 8.42
$ 7.24
Sales revenue
Operating costs
Gross profit
Operating expenses
Selling expenses
General and administrative expenses
Research and development expenses
Total operating expenses
Operating profit
Non-operating income and expenses
Other income
Other gains and losses
Finance costs
Share of profit of associates and joint
ventures accounted for using equity
method
Non-operating income and expenses
Profit before income tax
Income tax expense
Profit for the year from continuing
operations
Profit for the year from discontinued
operations
Profit for the year
Other comprehensive income
Financial statements translation
differences of foreign operations
Unrealized (loss) gain on valuation of
available-for-sale financial assets
Cash flow hedges
Share of other comprehensive (loss)
income of associates and joint ventures
accounted for using equity method
Income tax relating to the components of
other comprehensive income
Other comprehensive income for the year
Total comprehensive income for the year
Basic earnings per share (in dollars)
Profit from continuing operations
Profit from discontinued operations
Total basic earnings per share
Diluted earnings per share (in dollars)
Profit from continuing operations
Profit from discontinued operations
Total diluted earnings per share

The accompanying notes are an integral part of these financial statements. See report of independent accountants dated March 10, 2015.

37

DELTA ELECTRONICS, INC. PARENT COMPANY ONLYSTATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Expressed in thousands of New Taiwan dollars)

2013 New Taiwan Dollars
Balance at January 1, 2013
Share-based payments
Distribution of 2012 earnings (Note 1)
Legal reserve
Special reserve
Cash dividends
Difference between consideration and carrying amount of
subsidiaries acquired or disposed
Change in equity of associates and joint ventures
accounted for under equity method
Other comprehensive income for the year
Profit for the year
Balance at December 31, 2013
2014 New Taiwan Dollars
Balance at January 1, 2014
Distribution of 2013 earnings (Note 2)
Legal reserve
Reversal of special reserve
Cash dividends
Change in equity of associates and joint ventures
accounted for under equity method
Share of changes in equities of subsidiaries
Proceeds from investments accounted for under the equity
method
Other comprehensive income for the year
Profit for the year
Balance at December 31, 2014
Notes Share capital -
common stock
Capital surplus Retained Earnings Other equityinterest Other equityinterest Total equity
Legal reserve Special reserve Unappropriated
retained
earnings
Financial
statements
translation
differences of
foreign
operations
Unrealized gain
or loss on
available-for-sa
le financial
assets
Hedging
instrument gain
(loss) on
effective hedge
of cash flow
hedges
Equity directly
related to
non-current
assets held for
sale
6(12)
6(15)
6(15)
6(15)
6(15)
6(15)
6(15)
$ 24,211,780
163,653
-
-
-
-
-
-
-
$ 24,375,433
$ 24,375,433
-
-
-
-
-
-
-
-
$ 24,375,433
$ 24,774,551
934,077
-
-
-
34,344
47,950
-
-
$ 25,790,922
$ 25,790,922
-
-
-
32,255
(
73 )
(
340 )
-
-
$ 25,822,764
$ 12,163,682
-
1,610,954
-
-
-
-
-
-
$ 13,774,636
$ 13,774,636
1,777,620
-
-
-
-
-
-
-
$ 15,552,256
$ 2,156,092
-
-
1,918,413
-
-
-
-
-
$ 4,074,505
$ 4,074,505
-
(
3,546,949 )
-
-
-
-
-
-
$ 527,556
$ 23,808,695
-
(
1,610,954 )
(
1,918,413 )
(
12,843,202 )
-
-
-
17,776,202
$ 25,212,328
$ 25,212,328
(
1,777,620 )
3,546,949
(
14,137,739 )
-
-
-
-
20,698,900
$ 33,542,818
($ 4,259,517 )
-
-
-
-
-
-
2,556,027
-
($ 1,703,490 )
($ 1,703,490 )
-
-
-
-
-
(
9 )
4,118,876
-
$ 2,415,377
($ 492,915 )
-
-
-
-
-
-
2,597,295
-
$ 2,104,380
$ 2,104,380
-
-
-
-
-
-
(
1,462,302 )
-
$ 642,078
$ 26,229
-
-
-
-
-
-
(
7,351 )
-
$ 18,878
$ 18,878
-
-
-
-
-
-
(
12,248 )
-
$ 6,630
($ 26,975 )
-
-
-
-
(
55,138 )
-
82,113
-
$ -
$ -
-
-
-
-
-
-
-
-
$ -
$ 82,361,622
1,097,730
-
-
(
12,843,202 )
(
20,794 )
47,950
5,228,084
17,776,202
$ 93,647,592
$ 93,647,592
-
-
(
14,137,739 )
32,255
(
73 )
(
349 )
2,644,326
20,698,900
$ 102,884,912

Note 1: Directors' and supervisors' remuneration amounting to $30,400 and employees' bonus amounting to $2,047,925 had been deducted from the Statement of Comprehensive Income in 2012. Note 2: Directors' and supervisors' remuneration amounting to $30,400 and employees' bonus amounting to $2,492,438 had been deducted from the Statement of Comprehensive Income in 2013.

The accompanying notes are an integral part of these financial statements. See report of independent accountants dated March 10, 2015.

38

DELTA ELECTRONICS, INC.

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax for the year from continuing operations
Profit before tax for the year from discontinued operations
Profit before tax for the year
Adjustments to reconcile net income to net cash generated from operating
activities
Income and expenses having no effect on cash flows
Depreciation
Amortization
Provision for bad debts
Interest expense
Interest income
Dividend income
Net loss (gain) on financial assets or liabilities at fair value through
profit or loss
Share of profit of associates and joint ventures accounted for under
equity method
Loss on disposal of property, plant and equipment
Gain on disposal of non-current assets classified as held for sale (shown
as profit (loss) from discontinued operations)
Loss on disposal of investments
Impairment loss on financial assets
Reversal of impairment loss on non-financial assets (shown as profit
(loss) from discontinued operations)
(Reversal of) impairment loss on non-financial assets
Changes in assets/liabilities relating to operating activities
Net changes in assets relating to operating activities
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivables
Other receivables - related parties
Inventories
Prepayments
Other current assets
Other non-current assets
Net changes in liabilities relating to operating activities
Notes payable
Accounts payable - related parties
Other payables
Other payables - related parties
Other current liabilities
Other non-current liabilities
Cash generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash provided by operating activities
Notes
2014
2013
$ 22,178,720
$ 18,504,576
-
531,771
22,178,720
19,036,347
6(7)(21)
531,922
550,471
6(8)(21)
293,229
311,204
6(4)
(
3,217 )
(
11,142 )
6(20)
113,148
108,523
6(18)
(
14,374 )
(
8,725 )
6(18)
(
109,270 )
(
119,400 )
6(19)
-
(
5,270 )
6(6)
(
19,951,168 )
(
16,332,293 )
6(19)
180.590
(
24,594 )
-
(
25,989 )
6(19)
211,912
433,670
6(19)
26,056
33,880
-
(
809,194 )
(
184,457 )
32,141
(
3,418 )
34,084
2,291,276
(
3,263,185 )
(
827,449 )
718,940
(
48,487 )
61,162
22,961
154,233
(
248,717 )
65,220
(
405,964 )
(
287,657 )
(
86,711 )
194,975
(
21,446 )
3,246
(
164,308 )
303,643
(
442,025 )
2,021,748
926,164
1,240,534
61,826
119,002
315,324
248,368
(
16,079 )
104,510
4,626,038
4,888,452
14,072
8,688
7,145,762
8,522,831
(
101,719 )
(
116,261 )
(
784,942 )
(
1,536,544 )
10,899,211
11,767,166

(Continued)

39

DELTA ELECTRONICS, INC. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of financial assets at fair value through profit or
loss, designated upon initial recognition
Acquisition of available-for-sale financial assets
Proceeds from disposal of available-for-sale financial assets
Proceeds from capital reduction of available-for-sale financial assets
Proceeds from capital reduction of financial assets at cost
Acquisition of investments accounted for using equity method
Disposal of investments accounted for using equity method
Proceeds from decrease (increase) in cash surrender value of life insurance
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Decrease (increase) in refundable deposits
Decrease in prepayments for business facilities
Cash received through merger
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt
Repayment of long-term debt
Increase in guarantee deposits received
Exercise of employee share options
Cash dividends paid
Net cash used in financing activities
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Notes
2014
2013
$ -
$ 720,000
(
1,061,734 )
(
349,023 )
454,122
742,441
18,112
-
306
-
(
550,585 )
(
1,510,254 )
22,443
939
1,182
2,602
6(7)
(
1,036,653 )
(
1,114,501 )
43,852
241,386
6(8)
(
281,027 )
(
340,415 )
(
4,828 )
(
998 )
(
57,189 )
27,514
128,244
-
(
2,323,754 )
(
1,580,309 )
7,649,500
3,289,500
-
(
888,000 )
-
840
-
1,097,730
(
14,137,739 )
(
12,843,202 )
(
6,488,239 )
(
9,343,132 )
2,087,218
843,725
5,889,486
5,045,761
$ 7,976,704
$ 5,889,486

The accompanying notes are an integral part of these financial statements. See report of independent accountants dated March 10, 2015.

40

Attachment 3

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

PWCR14000323

To Delta Electronics, Inc.

We have audited the accompanying consolidated balance sheets of Delta Electronics, Inc. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of certain investments accounted for under equity method, which statements reflect total assets (including investments accounted for under equity method) of $6,519,788 thousand and $6,051,355 thousand, constituting 2.96% and 3.07% of the consolidated total assets as of December 31, 2014 and 2013, respectively, and total comprehensive income (including share of profit of associates and joint ventures accounted for under equity method and share of other comprehensive income of associates and joint ventures accounted for under equity method) of $1,101,031 thousand and $993,227 thousand, constituting 4.44% and 3.99% of the consolidated total comprehensive income for the years then ended, respectively. Those financial statements and the information disclosed in Note 13 were audited by other independent accountants whose reports thereon have been furnished to us, and our opinion expressed herein is based solely on the audit reports of the other independent accountants.

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the other independent accountants provide a reasonable basis for our opinion.

41

In our opinion, based on our audits and the reports of other independent accountants, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Delta Electronics, Inc. and subsidiaries as of December 31, 2014 and 2013, and their financial performance and cash flows for the years then ended, in conformity with the “Rules Governing the Preparation of Financial Statements by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission (FSC).

We have also audited the parent company only financial statements of Delta Electronics, Inc. as of and for the years ended December 31, 2014 and 2013, on which we have expressed a modified unqualified opinion on such financial statements.

The consolidated financial statements of Delta Electronics, Inc. and subsidiaries as of and for the year ended December 31, 2014 expressed in US dollars are presented solely for the convenience of the reader and were translated from the financial statements expressed in New Taiwan dollars using the exchange rate of $31.65 to US$1.00 at December 31, 2014. This basis of translation is not in accordance with International Financial Reporting Standards, International Accounting Standards, and relevant interpretations and interpretative bulletins that are ratified by the FSC.

PricewaterhouseCoopers, Taiwan

March 10, 2015

------------------------------------------------------------------------------------------------------------------------------------------------The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

42

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2014 AND 2013

(Expressed in thousands of dollars)

Assets
Current assets
Cash and cash equivalents
Financial assets at fair value through profit
or loss - current
Available-for-sale financial assets - current
Derivative financial assets for hedging -
current
Notes receivable, net
Accounts receivable, net
Accounts receivable - related parties
Other receivables
Other receivables - related parties
Current income tax assets
Inventories
Prepayments
Other current assets
Total current assets
Non-current assets
Financial assets at fair value through profit
or loss - non-current
Available-for-sale financial assets -
non-current
Financial assets carried at cost -
non-current
Investments accounted for under equity
method
Property, plant and equipment
Investment property, net
Intangible assets
Deferred income tax assets
Other non-current assets
Total non-current assets
Total assets
Notes
6(1)
6(2)
6(3)
6(5)
6(6)
7
7
6(30)
6(7)
8
6(2)
6(3)
6(4)
6(8)
6(9)
6(10)
6(11)
6(30)
6(13)
US Dollars
December 31, 2014
$ 2,321,005
1,252
21,748
-
62,275
1,357,226
39,814
14,704
1,375
12,664
681,579
147,835
9,366
4,670,843
3,663
220,130
23,658
224,339
1,163,184
70,264
369,858
135,358
84,025
2,294,479
$ 6,965,322
New Taiwan Dollars New Taiwan Dollars
December 31, 2014
$ 73,459,818
39,626
688,324
-
1,971,006
42,956,211
1,260,102
465,368
43,507
400,804
21,571,975
4,678,972
296,443
147,832,156
115,924
6,967,099
748,761
7,100,336
36,814,759
2,223,848
11,706,015
4,284,096
2,659,428
72,620,266
$ 220,452,422
December 31, 2013

$ 59,023,870
82,749
686,511
13,340
1,535,567
41,121,837
1,083,328
407,045
157,570
5,957
18,041,829
4,183,426
160,072
126,503,101
109,810
7,677,790
400,605
6,696,275
37,194,762
1,960,453
10,857,876
3,288,189
2,639,953
70,825,713
$ 197,328,814

(Continued)

43

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (CONTINUED) DECEMBER 31, 2014 AND 2013

(Expressed in thousands of dollars)

Liabilities and Equity
Current liabilities
Short-term borrowings
Financial liabilities at fair value through
profit or loss - current
Derivative financial liabilities for hedging -
current
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Current income tax liabilities
Other current liabilities
Total current liabilities
Non-current liabilities
Long-term borrowings
Deferred income tax liabilities
Other non-current liabilities
Total non-current liabilities
Total Liabilities
Equity
Share capital
Share capital - common stock
Capital surplus
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated retained earnings
Other equity interest
Other equity interest
Equity attributable to owners of the
parent
Non-controlling interest
Total equity
Significant contingent liabilities and
unrecorded contract commitments
Significant subsequent events
Total liabilities and equity
Notes
6(14)
6(15)
6(5)
7
6(30)
6(16)
6(16)
6(30)
6(17)
6(19)
6(20)
6(21)
6(22)
9
11
US Dollars
December 31, 2014
$ 183,295
1,631
-
-
1,058,584
7,735
607,310
53,665
129,625
2,041,845
836,275
310,054
123,465
1,269,794
3,311,639
770,156
815,885
491,383
16,668
1,059,805
96,811
3,250,708
402,975
3,653,683
$ 6,965,322
New Taiwan Dollars New Taiwan Dollars
December 31, 2014
$ 5,801,298
51,606
-
-
33,504,170
244,813
19,221,347
1,698,484
4,102,644
64,624,362
26,468,103
9,813,212
3,907,668
40,188,983
104,813,345
24,375,433
25,822,764
15,552,256
527,556
33,542,818
3,064,085
102,884,912
12,754,165
115,639,077
$ 220,452,422
December 31, 2013

$ 4,561,722
16,883
2,644
808
32,628,527
187,088
17,533,426
1,390,013
3,046,701
59,367,812
18,827,664
7,431,813
3,815,895
30,075,372
89,443,184
24,375,433
25,790,922
13,774,636
4,074,505
25,212,328
419,768
93,647,592
14,238,038
107,885,630
$ 197,328,814

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 10, 2015.

44

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Expressed in thousands of dollars, except earnings per share data)

Items
Sales revenue
Operating costs
Gross profit
Operating expenses
Selling expenses
General and administrative expenses
Research and development expenses
Total operating expenses
Operating profit
Non-operating income and expenses
Other income
Other gains and losses
Finance costs
Share of profit of associates and joint
ventures accounted for under equity
method
Total non-operating income and
expenses
Profit before income tax
Income tax expense
Profit for the year from continuing
operations
Profit for the year from discontinued
operations
Profit for the year
Notes
6(23) and 7
6(24) and 7

6(28)(29)




6(25)(32)
6(26)

6(27)

6(8)
6(30)

6(12)
US Dollars
2014
$ 6,023,227
(
4,396,227)

1,627,000
(
301,794)

(
211,200)

(
393,093)

(
906,087)

720,913
106,762
(
15,703)

(
5,183)

30,963
116,839
837,752
(
132,748)

705,004
-
$ 705,004
New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars
2014
$ 190,635,120
(
139,140,582)
(
51,494,538
(
9,551,788)
(
(
6,684,466)
(
(
12,441,396)
(
(
28,677,650)
(
22,816,888
3,379,023
(
497,007)
(
(
164,035)
(
979,988
3,697,969
26,514,857
(
4,201,486)
(
22,313,371
-
$ 22,313,371
2013
177,053,122
132,033,192)
445,019,930
8,412,757)
5,824,674)
11,274,117)
25,511,548)
19,508,382
3,036,141
752,798)
175,959)
880,788
2,988,172
22,496,554
3,581,786)
18,914,768
119,628
19,034,396
$
$

(Continued)

45

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Expressed in thousands of dollars, except earnings per share data)

Items
Other comprehensive income
Financial statements translation
differences of foreign operations
Unrealized (loss) gain on valuation of
available-for-sale financial assets
Cash flow hedges
Share of other comprehensive (loss)
income of associates and joint ventures
accounted for under equity method
Income tax relating to the components of
other comprehensive income
Other comprehensive income for the year
Total comprehensive income for the year
Profit attributable to:
Owners of the parent
Non-controlling interest
Comprehensive income attributable to:
Owners of the parent
Non-controlling interest
Basic earnings per share (in dollars)
Profit from continuing operations
Profit from discontinued operations
Total basic earnings per share
Diluted earnings per share (in dollars)
Profit from continuing operations
Profit from discontinued operations
Total diluted earnings per share
Notes



6(30)

6(31)
6(31)
US Dollars
2014
$ 141,637
(
46,202)

(
359)

(
242)

(
15,772)

$ 79,062
$ 784,066
$ 653,994
$ 51,010
$ 737,543
$ 46,523
$ 0.27
-
$ 0.27
$ 0.27
-
$ 0.27
New Taiwan Dollars
2014
2013
$ 4,482,798
$ 3,524,544
(
1,462,288)
2,594,163
(
11,359)
(
15,109)
(
7,654)
3,453
(
499,175)
(
258,127)
$ 2,502,322
$ 5,848,924
$ 24,815,693
$ 24,883,320
$ 20,698,900
$ 17,776,202
$ 1,614,471
$ 1,258,194
$ 23,343,226
$ 23,004,286
$ 1,472,467
$ 1,879,034
$ 8.49
$ 7.10
-
0.22
$ 8.49
$ 7.32
$ 8.42
$ 7.02
-
0.22
$ 8.42
$ 7.24
2014
$ 4,482,798
(
1,462,288)
(
11,359)

(
7,654)
(
499,175)

$ 2,502,322
$ 24,815,693
$ 20,698,900
$ 1,614,471
$ 23,343,226
$ 1,472,467
$ 8.49
-
$ 8.49
$ 8.42
-
$ 8.42

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 10, 2015.

46

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Expressed in thousands of dollars)

(Expressed in thousands (Expressed in thousands of dollars)
2013 New Taiwan Dollars
Balance at January 1, 2013
Share-based payments
Distribution of 2012 earnings
Legal reserve
Special reserve
Cash dividends
Change in equity of associates
and joint ventures accounted
for under equity method
Difference between
consideration and carrying
amount of subsidiaries
acquired or disposed
Changes in non-controlling
interests
Other comprehensive income
for the year
Profit for the year
Balance at December 31, 2013
2014 New Taiwan Dollars
Balance at January 1, 2014
Distribution of 2013 earnings
Legal reserve
Reversal of special reserve
Cash dividends
Change in equity of associates
and joint ventures accounted
for under equity method
Share of changes in equities of
subsidiaries
Proceeds from investments
accounted for under the
equity method
Changes in non-controlling
interests
Other comprehensive income
for the year
Profit for the year
Balance at December 31, 2014
Notes Equityattributable to ow ners of theparent Non-controlling
interest
Total equity
Share capital -
common stock
Capital surplus R etained earnings Other equity interest Total
Legal reserve Special
reserve
Unappropriated
retained
earnings
Financial
statements
translation
differences of
foreign
operations
Unrealized
gain or loss
on
available-for-
sale financial
assets
Hedging
instrument
gain (loss)
on
effective
hedge of
cash flow
hedges
Equity
directly
related to
non-current
assets held
for sale
6(18)
6(21)
6(21)
$ 24,211,780
163,653
-
-
-
-
-
-
-
-
$ 24,375,433
$ 24,375,433
-
-
-
-
-
-
-
-
-
$ 24,375,433
$ 24,774,551
934,077
-
-
-
47,950
34,344
-
-
-
$ 25,790,922
$ 25,790,922
-
-
-
32,255
(
73 )
(
340 )
-
-
-
$ 25,822,764
$ 12,163,682
-
1,610,954
-
-
-
-
-
-
-
$ 13,774,636
$ 13,774,636
1,777,620
-
-
-
-
-
-
-
-
$ 15,552,256
$ 2,156,092
-
-
1,918,413
-
-
-
-
-
-
$4,074,505
$ 4,074,505
-
( 3,546,949 )
-
-
-
-
-
-
-
$ 527,556
$ 23,808,695
-
(
1,610,954 )
(
1,918,413 )
(
12,843,202 )
-
-
-
-
17,776,202
$ 25,212,328
$ 25,212,328
(
1,777,620 )
3,546,949
(
14,137,739 )
-
-
-
-
-
20,698,900
$ 33,542,818
($ 4,259,517 )
-
-
-
-
-
-
-
2,556,027
-
($1,703,490 )
($ 1,703,490 )
-
-
-
-
-
(
9 )
-
4,118,876
-
$2,415,377
($ 492,915 )
-
-
-
-
-
-
-
2,597,295
-
$2,104,380
$ 2,104,380
-
-
-
-
-
-
-
( 1,462,302 )
-
$ 642,078
$ 26,229
-
-
-
-
-
-
-
(
7,351 )
-
$ 18,878
$ 18,878
-
-
-
-
-
-
-
(
12,248 )
-
$ 6,630
($ 26,975 )
-
-
-
-
-
(
55,138 )
-
82,113
-
$ -
$ -
-
-
-
-
-
-
-
-
-
$ -
$ 82,361,622
1,097,730
-
-
(
12,843,202 )
47,950
(
20,794 )
-
5,228,084
17,776,202
$ 93,647,592
$ 93,647,592
-
-
(
14,137,739 )
32,255
(
73 )
(
349 )
-
2,644,326
20,698,900
$ 102,884,912
$ 15,966,356
-
-
-
-
-
-
(
3,607,352 )
620,840
1,258,194
$ 14,238,038
$ 14,238,038
-
-
-
-
-
-
(
2,956,340 )
(
142,004 )
1,614,471
$ 12,754,165
$ 98,327,978
1,097,730
-
-
(
12,843,202 )
47,950
(
20,794 )
(
3,607,352 )
5,848,924
19,034,396
$ 107,885,630
$ 107,885,630
-
-
(
14,137,739 )
32,255
(
73 )
(
349 )
(
2,956,340 )
2,502,322
22,313,371
$ 115,639,077

(Continued)

47

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Expressed in thousands of dollars)

2014 US Dollars
Balance at January 1, 2014
Distribution of 2013 earnings
Legal reserve
Reversal of special reserve
Cash dividends
Change in equity of associates
and joint ventures accounted
for under equity method
Share of changes in equities of
subsidiaries
Proceeds from investments
accounted for under the
equity method
Changes in non-controlling
interests
Other comprehensive income
for the year
Profit for the year
Balance at December 31, 2014
Notes Equityattributable to ow Equityattributable to ow ners of theparent Non-controlling
interest
Total equity
Share capital -
common stock
Capital surplus Retained earnings Other equity interest Total
Legal reserve Special
reserve
Unappropriated
retained
earnings
Financial
statements
translation
differences of
foreign
operations
Unrealized
gain or loss
on
available-for-
sale financial
assets
Hedging
instrument
gain (loss)
on
effective
hedge of
cash flow
hedges
Equity
directly
related to
non-current
assets held
for sale
6(21) $ 770,156
-
-
-
-
-
-
-
-
-
$ 770,156
$ 814,879
-
-
-
1,019
(
2 )
(
11 )
-
-
-
$ 815,885
$ 435,218
56,165
-
-
-
-
-
-
-
-
$ 491,383
$ 128,736
-
(
112,068 )
-
-
-
-
-
-
-
$ 16,668
$ 796,598
(
56,165 )
112,068
(
446,690 )
-
-
-
-
-
653,994
$ 1,059,805
($ 53,823 )
-
-
-
-
-
-
-
130,138
-
$ 76,315
$ 66,489
-
-
-
-
-
-
-
(
46,202 )
-
$ 20,287
$ 596
-
-
-
-
-
-
-
(
387 )
-
$ 209
$ -
-
-
-
-
-
-
-
-
-
$ -
$ 2,958,849
-
-
(
446,690 )
1,019
(
2 )
(
11 )
-
83,549
653,994
$ 3,250,708
$ 449,859
-
-
-
-
-
-
(
93,407 )
(
4,487 )
51,010
$ 402,975
$ 3,408,708
-
-
(
446,690 )
1,019
(
2 )
(
11 )
(
93,407 )
79,062
705,004
$ 3,653,683

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 10, 2015.

48

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Expressed in thousands of dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax for the year from continuing operations
Profit before tax for the year from discontinued operations
Consolidated profit before tax for the year
Adjustments to reconcile net income to net cash generated
from operating activities
Income and expenses having no effect on cash flows
Depreciation
Amortization
Provision for bad debts
Interest expense
Interest income
Dividend income
Net loss (gain) on financial assets or liabilities at fair
value through profit or loss
Share of profit of associates accounted for under the
equity method
Loss on disposal of property, plant and equipment
Gain on disposal of non-current assets classified as held
for sale (shown as profit (loss) from discontinued
operations)
(Gain) loss on disposal of investments
Impairment loss on financial assets
Impairment loss on non-financial assets
Reversal of impairment loss on non-financial assets
(shown as profit (loss) from discontinued operations)
Changes in assets/liabilities relating to operating activities
Net changes in assets relating to operating activities
Financial assets at fair value through profit or loss
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivables
Other receivables - related parties
Inventories
Prepayments
Other current assets
Other non-current assets
Net changes in liabilities relating to operating activities
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Other current liabilities
Other non-current liabilities
Cash generated from operations
Interest received
Dividend received
Interest paid
Income taxes paid
Net cash provided by operating activities
US Dollars
New Taiwan Dollars
Notes
2014
2014
2013
$ 837,752
$ 26,514,857
$ 22,496,554
6(12)
-
-
132,798
837,752
26,514,857
22,629,352
6(9)(10)
208,953
6,613,373
7,227,049
6(11)
32,310
1,022,608
1,114,557
6(6)
7,885
249,547
177,496
6(27)
5,134
162,480
242,701
6(25)
(
29,995) (
949,336) (
724,410)
6(25)
(
4,478) (
141,714) (
140,180)
6(26)
1,953
61,827
(
56,480)
6(8)
(
30,963) (
979,988) (
880,788)
6(26)
370
11,725
9,303
6(12)
-
-
(
25,989)
6(26)
(
1,805) (
57,117)
400,298
6(26)
898
28,420
42,012
6(26)
1,731
54,800
32,141
6(12)
-
-
(
809,194)
(
1,878) (
59,439) (
15,515)
(
13,758) (
435,439) (
214,819)
(
86,316) (
2,731,916) (
6,554,316)
15,214
481,531
450,800
(
1,770) (
56,029)
43,592
3,604
114,063
75,440
(
111,537) (
3,530,146) (
2,753,789)
(
15,781) (
499,479) (
1,672,894)
(
879) (
27,820)
171,821
(
3,596) (
113,808) (
79,596)
(
26) (
808)
808
27,627
874,379
6,293,187
1,790
56,643
(
49,045)
52,666
1,666,867
3,062,366
34,184
1,081,930
(
184,513)
2,900
91,773
24,936
932,189
29,503,784
27,836,331
29,995
949,336
724,410
25,247
799,053
308,122
(
5,131) (
162,395) (
226,124)
(
102,829)
(
3,254,540)
(
3,220,469)
879,471
27,835,238
25,422,270
New Taiwan Dollars New Taiwan Dollars
2013

(Continued)

49

DELTA ELECTRONICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

(Expressed in thousands of dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets at fair value through profit or
loss, designated upon initial recognition
Proceeds from disposal of financial assets at fair value
through profit or loss, designated upon initial recognition
Acquisition of available-for-sale financial assets
Proceeds from disposal of available-for-sale financial assets
Proceeds from capital reduction of available-for-sale
financial assets
Acquisition of financial assets at cost
Proceeds from capital reduction of financial assets carried at
cost
Acquisition of investments accounted for using equity
method
Proceeds from disposal of investments accounted for under
the equity method
Net cash flow from acquisition of subsidiaries (net of cash
acquired)
Proceeds from disposal of subsidiaries
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Increase in other financial assets
Decrease (increase) in other non-current assets
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in short-term borrowings
Proceeds from long-term debt
Repayment of long-term debt
Exercise of employee share options
Change in non-controlling interests
Cash dividends paid
Net cash used in financing activities
Effects due to changes in exchange rate
Increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
US Dollars
New Taiwan Dollars
Notes
2014
2014
2013
($ 911) ($ 28,844) ($ 114,700)
-
-
970,000
(
52,260) (
1,654,042) (
362,670)
32,231
1,020,122
801,448
572
18,112
-
(
10,833) (
342,878)
-
10
306
-
(
3,537) (
111,948)
-
3,290
104,144
939
6(32)
(
83,609) (
2,646,215) (
605,843)
6(12)
-
-
(
644,799)
6(9)
(
174,782) (
5,531,856) (
8,823,567)
5,596
177,119
443,672
6(11)
(
12,658) (
400,617) (
398,634)
(
3,381) (
106,993) (
12,841)
2,938
92,972
(
320,291)
(
297,334)
(
9,410,618)
(
9,067,286)
39,165
1,239,576
(
576,247)
834,862
26,423,380
18,324,619
(
594,004) (
18,800,236) (
16,396,307)
6(18)
-
-
1,097,730
(
68,963) (
2,182,681) (
803,844)
(
446,690)
(
14,137,739)
(
12,843,202)
(
235,630)
(
7,457,700)
(
11,197,251)
109,605
3,469,028
2,770,009
456,112
14,435,948
7,927,742
1,864,893
59,023,870
51,096,128
$ 2,321,005
$ 73,459,818
$ 59,023,870
New Taiwan Dollars New Taiwan Dollars New Taiwan Dollars
2013
($ 114,700)
970,000
(
362,670)
801,448
-
-
-
-
939
(
605,843)
(
644,799)
(
8,823,567)
443,672
(
398,634)
(
12,841)
(
320,291)
2013
(
9,067,286)
(
576,247)
18,324,619
(
16,396,307)
1,097,730
(
803,844)
(
12,843,202)
(
11,197,251)
2,770,009
7,927,742
51,096,128
$ 59,023,870

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 10, 2015.

50

Attachment 4

Audit Committee's Review Report

To: The 2015 Annual General Shareholders' Meeting of Delta Electronics, Inc.

We, the Audit Committee of the Company have reviewed the business report, financial statements, consolidated financial statements and proposal for earnings distribution of the Company for the year 2014 in accordance with applicable laws and regulations and found the same have been complied with. We hereby report to the shareholders as described above in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

The Audit Committee of Delta Electronics, Inc.

Independent Director: Yung-Chin Chen

==> picture [182 x 62] intentionally omitted <==

Date: April 28, 2015

51