EVERLIGHT - AGM Information 2018 | FinancialReports.eu

Taiwan Stock Code: 1711

Everlight Chemical Industrial Corporation

Handbook for the 2018 Annual General Shareholders’ Meeting

TIME: June 6, 2018

PLACE: Central Pictures Bade Building Auditorium (3F., No.260, Sec. 2, Bade Rd., Taipei City, Taiwan)

DISCLAIMER

THIS IS A TRANSLATION OF THE HANDBOOK FOR THE 2018 ANNUAL GENERAL SHAREHOLDERS’ MEETING (THE “HANDBOOK”) OF EVERLIGHT CHEMICAL INDUSTRIAL CORPORATION.(THE “COMPANY”). THIS TRANSLATION IS INTENDED FOR REFERENCE ONLY AND NOTHING ELSE, THE COMPANY HEREBY DISCLAIMS ANY AND ALL LIABILITIES WHATSOEVER FOR THE TRANSLATION. THE CHINESE TEXT OF THE AGENDA SHALL GOVERN ANY AND ALL MATTERS RELATED TO THE INTERPRETATION OF THE SUBJECT MATTER STATED HEREIN.

Table of Contents	Table of Contents
I. Meeting Agenda………………....................................	P1
1. Report Items………………………..………….....................	P2
2. Adoption Items………………………………......................	P3
3. Election Item………………………………………………..	P5
4. Discussion Items..………………………………………….	P8
5. Questions and Motions……………………………………..	P9
II. Attachments…………………......................................
1. Independent accountants’ audit report and consolidated financial statements………………………………………...	P10- P25

Everlight Chemical Industrial Corporation

Agenda of 2018 Annual General Shareholders’ Meeting

Time: 9:00 a.m. on Wednesday, June 6, 2018

Venue: Central Pictures Bade Building Auditorium ( 3F., No.260, Sec. 2, Bade Rd., Taipei City, Taiwan)

1. Report Items

(1) 2017 Business Report

(2) 2017 Audit Committee’s Review Report

(3) Report on 2017 employees’ profit sharing bonus and directors’ compensation
(4) Report on 2017 the status of implementation of investments

2. Adoption Items

(1) Adoption of the 2017 Business Report and Financial Statements

(2) Adoption of the Proposal for Distribution of 2017 Profits

3. Election Item

To elect eleven Directors(including three independent directors)

4. Discussion Items

To release the newly elected directors from non-competition restrictions

5. Questions and Motions

6. Adjournment

Report Items

Report No. 1

2017 Business Report, please refer to Chinese version, P.3~P.4 for details.

Report No. 2

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2017 Business Report, Financial Statements, and proposal for allocation of earnings, The CPAs, Ms. Lily Lu and Ms. ChunHsiu Kuang, of KPMG Taiwan were retained to audit ECIC’s Financial Statements and have issued an audit report relating to the Financial Statements. The Business Report, Financial Statements, and earnings allocation proposal have been reviewed and determined to be correct and accurate by the Audit Committee members of the Company. According to relevant requirements of the Securities and Exchange Act and the Company Law, we hereby submit this report.

Everlight Chemical Industrial Corporation

Chairman of the Audit Committee: Rebecca Chung-Fern Wu March 29, 2018

Report No. 3

Report on 2017 employees’ profit sharing bonus and directors’ compensation

Items	Approved byBOD	Note
Employees’profit sharingbonus	NT$ 23,356,876	To be distributed in cash.
Directors’ compensation	NT$ 9,342,750

Report No. 4

Report on 2017 the status of implementation of investments, please refer to Chinese version, P.7 for details.

Adoption Items

Item 1. Proposed by the Board of Directors

Proposal:

Adoption of the 2017 Business Report and Financial Statements Explanation:

（ 1 ） The Company’s Financial Statements, including the balance sheets, income statements, statements of changes in shareholders’ equity and statements of cash flows, were audited by independent auditors, Ms. Lily Lu and Ms. Chun-Hsiu Kuang of KPMG Taiwan. The Financial Statements described above and the Business Report of 2017 have been authorized by the Board of Directors and examined by the Audit Committee.
（ 2 ） The 2017 Financial Statements are attached hereto as Attachments 1 (P.10~P.25).

Resolution:

Item 2. Proposed by the Board of Directors Proposal:

Adoption of the Proposal for Distribution of 2017 Profits

Explanation:

（ 1 ） The proposed earnings distribution is allocated from Earnings in 2017 Available for Distribution. Each common shareholder will be entitled to receive a cash dividend of NT$ 0.5 per share.
（ 2 ） Should the total of the Company’s common shares outstanding change for any reason, the ultimate cash dividend to be distributed to each common share may need be adjusted accordingly. It is proposed that the Chairman of Board of Directors of the Company be authorized to adjust that cash dividend to be distributed to each common share based on the total amount of earnings resolved to be distributed and the number of actual common shares outstanding on the record date for distribution.
（ 3 ） 2017 Profit Distribution Table is attached hereto as below.

Everlight Chemical Industrial Corporation PROFIT DISTRIBUTION TABLE Year 2017

Year 2017
		（Unit: NT$）
Items	Subtotal	Total
Unappropriated retained earnings at beginning of the year		292,889,001
Profit before tax	434,437,899
Less: Income tax expense	68,299,799
Profit after tax		366,138,100
Add: Remeasurements of defined benefit plan		14,587620
Less: Changes in ownership interests in subsidiaries		4,797,768
Distributable net profit		668,816,953
Distributable items:
Less: 10% legal reserve	36,613810
Cash dividends(NT$ 0.5 per share)	273,876,113
Subtotal		310,489,923
Unappropriated retained earnings at the end of the year		358,327,030

Resolution:

Election Item

Proposed by the Board of Directors

Proposal:

To elect eleven Directors (including three independent directors)

Explanation:

(1) The term of the Company’s current directors will expire by June 10, 2018. In accordance with the Articles of Incorporation, the Board of Directors resolved that eleven Directors (including three independent directors) will be elected at this Annual Shareholders’ Meeting. The tenure of newly elected directors shall commence on June 6, 2018 and expire on June 5, 2021.
(2) The directors shall be elected by adopting candidates nomination system as specified in Article 192-1 of the ROC Company Law. The directors shall be elected from the nominated candidates, whose education and professional qualifications, experience and relevant information are attached hereto as below.

Election Results:


List of director candidates
Name	Number of shares held	Education	Experience	Current position
Chen,Chien-Hsin	6,725,250	Master of Public Health (MPH), Harvard University	Vice Superintendent, Country Hospital, Taipei, Taiwan Chief, Department of Internal Medicine & ICU, Puli Christian Special Assistant to Chairman, Everlight Chemical Industrial Corp. Vice Chairman of BOD, Everlight Chemical Industrial Corp.	Chairman of BOD, Everlight Chemical Industrial Corp. Chairman of BOD, Everlight Chemicals (Singapore) PTE LTD. Chairman of BOD, Trend Tone Imaging, Inc. Chairman of BOD, DailyCare BioMedical Inc. Chairman of BOD, Keystone Pharmaceuticals, Inc. Director, Elite Foreign Trading Inc. (Turkey) Director, GOOD TV Broadcasting Corp.
Chen,Ding-Chuan	81,000,000	B.S. in International Trade, Tamkang College of Arts and Sciences Honorary Doctorate in Management,Chang Jung Christian University	Chairman of BOD, Everlight Chemical Industrial Corp. Supervisor, Chung Hwa Chemical Industrial Works, Ltd.	Director, Everlight Chemical Industrial Corp.

Chen,Ding-Chi	14,975,254	Doctor of Christian Education ,Cohen University	Vice Chairman of BOD, Everlight Chemical Industrial Corp. General Manager, Everlight Chemical Industrial Corp. Director, GOOD TV Broadcasting Corp.	Director, Everlight Chemical Industrial Corp.
Chen,Wei-Wang	6,300,000	Ph.D. in Industrial Engineering, University of Michigan	Deputy General Manager, Everlight Chemical Industrial Corp. Assistant General Manager ,R&D Division, Everlight Chemical Industrial Corp.	Director and General Manager, Everlight Chemical Industrial Corp. Chairman of BOD, Everlight (Suzhou) Advanced Chemicals Ltd. Chairman of BOD, Everlight U.S.A. Chairman of BOD, Everlight Europe B.V. (Netherlands) Chairman of BOD, Everlight (Hongkong) Ltd. Chairman of BOD, Ethical (Shanghai) Ltd. Chairman of BOD, Everlight (Shanghai) Ltd. Chairman of BOD, Ethical (Guangzhou) Ltd. Director, Trend Tone Imaging, Inc. Director, Polytronics Technology Corp. Director, Elite Foreign Trading Inc. (Turkey) Director, Anda Semiconductor Technology (Suzhou) Co., Ltd. Director, 3E Chemical (Suzhou) Ltd.
Chen,Chien-Ming	3,503,192	Ph.D. in Mechanical Engineering, University of Michigan	Senior Project Engineer, General Motors Corp. Deputy Director of Supply Chan Management Division, Everlight Chemical Industrial Corp. Deputy General Manager, Trend Tone Imaging, Inc.	Director, Everlight Chemical Industrial Corp. Director, Trend Tone Imaging, Inc. Director and General Manager, Everlight U.S.A.
Lee,Yung-Long	2,281,007	B.S. in Public Administration,National Chung Hsing University	Chairman of BOD, Hangzhou Yuda Technology Company	Director, Everlight Chemical Industrial Corp.
Ken,Wen-Yuen	2,951,405	M.S. in Computer System Management, University of San Francisco	Deputy General Manager, Chung Hwa Chemical Industrial Works, Ltd.	Chairman of BOD and General Manager, Chung Hwa Chemical Industrial Works, Ltd. Director, Everlight Chemical Industrial Corp. Director, Honest Fine Chemical Co., Ltd.
Tsai,Kuang-Feng	312,636	M.S. in Chemical Engineering, University of Southern California	Assistant General Manager, Marketing Department, Laurel Industrial Corporation Assistant General Manager, Everlight Chemical Industrial Corp.	Deputy General Manager, Everlight Chemical Industrial Corp. Director, Everlight Europe B.V. (Netherlands)

List of independent director candidates

List of independent director candidates	List of independent director candidates	List of independent director candidates	List of independent director candidates	List of independent director candidates
Name	Number of shares held	Education	Experience	Current position
Wang,Hsiu- Chun	0	Ph.D. in Engineering- Economic Systems and Operations, Stanford University	Managing Director, WK Technology Fund Global Head of Semiconductor Research, ABN AMRO Bank Yield Improvement Engineer, KLA- Tencor Corporation ManagingPartner,ZRC	Managing Partner, GRC SinoGreen Fund and GVT Fund Chairman, SinoGreenergy Company Independent Director, Swancor Holding Corp. Independent Director, Everlight Chemical Industrial Corp.
Hung,Ying-Cheng	0	Ph.D. in Business Administration, National Chengchi University	Department director, Department of Business Administration, Tamkang University	Associate Professor, Department of Business Administration, Tamkang University Independent Director, Everlight Chemical Industrial Corp.
Wu,Chung-Fern	0	Ph.D. in Accounting and Information Management, UCLA	Independent Director, Chunghwa Telecom Co., Ltd. Independent Director, Taiwan Sugar Corp. Commissioner, Financial Supervisory Commission, R.O.C Assistant Professor, Fisher School of Accounting, University of Florida Audit Manager, Taiwan Union CPA Office	Professor, Department of Accounting, National Taiwan University Director, Taiwan Cooperative Financial Holding Co., Ltd. Supervisor, Taiwan Cooperative Bank, Ltd. Director, GreTai Securities Market Independent Director, Chunghwa Precision Test Tech.Co., Ltd . Independent Director, Everlight Chemical Industrial Corp.

Discussion Items

Proposed by the Board of Directors

Proposal:

To release the newly elected directors from non-competition restrictions

Explanation:

In accordance with the Article 209 of the Company Act, it is proposed to lift the non-competition restrictions to the newly elected directors as below. Resolution:

Title	Name	CompanyName and Concurrent Positeion
Director	Chen,Chien-Hsin	Chairman of BOD, Everlight Chemicals (Singapore) PTE LTD. Chairman of BOD, Trend Tone Imaging, Inc. Chairman of BOD, DailyCare BioMedical Inc. Chairman of BOD, Keystone Pharmaceuticals, Inc. Director, Elite Foreign Trading Inc. (Turkey) Director,GOOD TV BroadcastingCorp.
Director	Chen,Wei-Wang	Chairman of BOD, Everlight (Suzhou) Advanced Chemicals Ltd. Chairman of BOD, Everlight U.S.A. Chairman of BOD, Everlight Europe B.V. (Netherlands) Chairman of BOD, Everlight (Hongkong) Ltd. Chairman of BOD, Ethical (Shanghai) Ltd. Chairman of BOD, Everlight (Shanghai) Ltd. Chairman of BOD, Ethical (Guangzhou) Ltd. Director, Trend Tone Imaging, Inc. Director, Polytronics Technology Corp. Director, Elite Foreign Trading Inc. (Turkey) Director, Anda Semiconductor Technology (Suzhou) Co., Ltd. Director,3E Chemical(Suzhou)Ltd.
Director	Chen,Chien-Ming	Director, Trend Tone Imaging, Inc. Director and General Manager,Everlight U.S.A.
Director	Ken,Wen-Yuen	Chairman of BOD and General Manager, Chung Hwa Chemical Industrial Works, Ltd. Director,Honest Fine Chemical Co.,Ltd.
Director	Tsai,Kuang-Feng	Director, Everlight Europe B.V. (Netherlands)

Independent Director	Wang,Hsiu- Chun	Managing Partner, GRC SinoGreen Fund and GVT Fund Chairman, SinoGreenergy Company Independent Director,Swancor HoldingCorp.
Independent Director	Wu,Chung-Fern	Director, Taiwan Cooperative Financial Holding Co., Ltd. Supervisor, Taiwan Cooperative Bank, Ltd. Director, GreTai Securities Market Independent Director, Chunghwa Precision Test Tech.Co., Ltd .

Questions and Motions

Adjournment

Attachments 1

Independent Auditors � Report

To the Board of Directors Everlight Chemical Industrial Corporation:

Opinion

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

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2017 and 2016, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (�IFRSs�), International Accounting Standards (�IASs�), interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

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

Revenue recognition

Please refer to Note 4(n) and Note 6(r) to the consolidated financial statements for the disclosure of revenue recognition.

Description of key audit matters

The Group is a listed Company in related to public interest, and the investors are highly expecting the financial performance, resulting in revenue recognition is one of the key judgmental areas of our audit.

How the matter was addressed in our audit

Our major audit procedures included testing of the design and implement of controls over sales and collection of receivable transactions; evaluate if there is any significant abnormal changes through performing trend analysis on top 10 customers by comparing the related changes or differences; assessing and testing if the management obtained sufficient external evidence showing that the risks and rewards of ownership have been transferred to the customers, to support the timing of revenue recognition; evaluating the adequacy of revenue recognition by testing the sale transactions during the period before and after the balance sheet date.

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2. Valuation of accounts receivable

Please refer to Notes 4(g), 5(a) and 6(c) to the consolidated financial statements for the disclosure of the valuation of accounts receivable.

Description of key audit matters

Given the challenging economic climate, the risk of receivables recovery remains high, resulting in significant judgment being applied in the management's assessment of the recoverability of accounts receivable. Consequently, this is one of the key judgmental areas of our audit.

How the matter was addressed in our audit

Our major audit procedures included testing the adequacy of aging report; evaluating the appropriateness of the provision made by the management through assessing the historical receivables recoverability, customers' industry situation and subsequent recoverability.

Impairment of property, plant and equipment

Please refer to Notes 4(m), 5(b) and 6(g) to the consolidated financial statements for the disclosure of the impairment of property, plant and equipment.

Description of key audit matters

The Group evaluates if there is any indication of impairment of property, plant and equipment and then estimates the recoverable amount of property, plant and equipment in according with value in use. The calculation for recoverable amount involved assumptions and estimations, resulting in impairment of property, plant and equipment is one of the key judgmental areas of our audit.

How the matter was addressed in our audit

Our major audit procedures included obtaining the impairment valuation report of cash generating unit which is identified by the Group; evaluating the appropriateness of the assumptions and estimations, including the future cash flows, discount rate and gross margin and the sensitivity analysis of the related assumptions.

Other Matter

Everlight Chemical Industrial Corporation has prepared its parent-company-only financial statements as of and for the years ended December 31, 2017 and 2016, on which we have issued an unmodified opinion.

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

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance (including audit committee) are responsible for overseeing the Group�s financial reporting process.

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Auditor � s Responsibilities for the Audit of the Consolidated Financial Statements

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

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

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

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

The engagement partners on the audit resulting in this independent auditors� report are Lily Lu and Chun-Hsiu Kuang.

KPMG

Taipei, Taiwan (Republic of China) March 29, 2018

Notes to Readers

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

The auditors� report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors� report and consolidated financial statements, the Chinese version shall prevail.

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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) EVERLIGHT CHEMICAL INDUSTRIAL CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2017 and 2016

(Expressed in, New Taiwan Dollars)

December 31, 2017	December 31, 2017	December 31, 2016
Amount % $ 947,185 7 274,904 2 1,532,710 11 3,392,199 25 17,143 - 137,506 1	Amount %	Amount %
	$ 2,063,876 15 60,000 - 238,797 2 400,002 3 512,701 4 56,920 1 42,102 - 40,582 -	2,568,900 19 248,540 2 226,829 2 412,578 3 522,633 4 107,772 1 59,180 - 26,652 -
6,301,647 46
1,038,813 7 89,200 1 143,035 1 5,789,476 42 119,020 1 103,989 1 93,632 1 5,480 - 23,524 - 16,802 -
	3,414,980 25	4,173,084 31
	1,913,228 14 55,064 1 304,568 1	1,052,530 8 53,309 - 344,912 2
	2,272,860 16	1,450,751 10
	5,687,840 41	5,623,835 41
	5,477,522 40 473,558 3 1,673,952 12 99,054 2	5,477,522 40 473,558 3 1,571,900 12 135,428 2
7,422,971 54
	7,724,086 57	7,658,408 57
	312,692 2	321,727 2
	8,036,778 59 7,980,135 59
$ 13,724,618 100	$ 13,724,618 100 13,603,970 100

See accompanying notes to consolidated financial statements.

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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) EVERLIGHT CHEMICAL INDUSTRIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2017 and 2016

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

2017 Amount % $ 9,169,480 100 7,199,208 79	2017 Amount % $ 9,169,480 100 7,199,208 79	2017 Amount % $ 9,169,480 100 7,199,208 79	2016	2016
			Amount % 9,450,874 100 7,351,972 78
$
	1,970,272 21			2,098,902 22
	853,830 9 347,459 4 406,564 4			811,989 9 412,750 4 406,724 4
	1,607,853 17			1,631,463 17
	362,419 4			467,439 5
	64,797 1 131,954 1 (71,690) (1) (15,088) -			63,791 1 122,576 1 (60,371) (1) (20,701) -
	109,973 1			105,295 1
	472,392 5 102,148 1			572,734 6 98,900 1
	370,244 4			473,834 5
	17,566 - (2,986) - 14,580 -			(70,602) (1) 12,002 - (58,600) (1)
	(37,777) - (5,291) - (1,102) - - -			(84,189) (1) (59,788) - (82) - - -
	(44,170) -			(144,059) (1)
	(29,590) -			(202,659) (2)
$	340,654 4			271,175 3
$	366,138 4 4,106 -			468,534 5 5,300 -
$	370,244 4			473,834 5
$	344,353 4 (3,699) -			269,561 3 1,614 -
$	340,654	4		271,175 3
$		0.67		0.86
$		0.67		0.85

See accompanying notes to consolidated financial statements.

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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) EVERLIGHT CHEMICAL INDUSTRIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2017 and 2016

(Expressed in Thousands of New Taiwan Dollars)

			Equity attributable	Equity attributable	to owners ofparent	to owners ofparent
Common shares	Capital surplus		Retained earnings				Otherequity		Total equity attributable to owners of parent
						Exchange differences on translation of foreign financial statements	Unrealized gains (losses) on available-for-s ale financial assets	Total
		Legal reserve	Special reserve	Unappropriated retained earnings	Total retained earnings
$ 5,216,688 473,558 858,401 43,346 781,292 1,683,039 55,060 221,336 276,396 7,649,681 324,283 7,973,964 - - 56,534 - (56,534) - - - - - - - - - - - (260,834) (260,834) - - - (260,834) (4,170) (265,004) 260,834 - - - (260,834) (260,834) - - - - - - - - - - 468,534 468,534 - - - 468,534 5,300 473,834 - - - - (58,005) (58,005) (81,180) (59,788) (140,968) (198,973) (3,686) (202,659)
- - - - 410,529 410,529 (81,180) (59,788) (140,968) 269,561 1,614 271,175
5,477,522 473,558 914,935 43,346 613,619 1,571,900 (26,120) 161,548 135,428 7,658,408 321,727 7,980,135 - - 46,853 - (46,853) - - - - - - - - - - - (273,876) (273,876) - - - (273,876) (5,626) (279,502) - - - - 366,138 366,138 - - - 366,138 4,106 370,244 - - - - 14,589 14,589 (31,083) (5,291) (36,374) (21,785) (7,805) (29,590)
- - - - 380,727 380,727 (31,083) (5,291) (36,374) 344,353 (3,699) 340,654
- - - - (4,799) (4,799) - - - (4,799) 290 (4,509)
$ 5,477,522 473,558 961,788 43,346 668,818 1,673,952 (57,203) 156,257 99,054 7,724,086 312,692 8,036,778

See accompanying notes to consolidated financial statements.

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(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) EVERLIGHT CHEMICAL INDUSTRIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2017 and 2016

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Income before income tax Adjustments: Adjustments to reconcile profit: Depreciation expense Amortization expense Provision for allowance of impairment Net gains on financial assets at fair value through profit or loss Interest expense Interest income Dividend income Share of losses of associates accounted for using equity method Losses (gains) on disposal of property, plant and equipment Gains on disposal of investments Remeasurement gains on financial assets measured at cost Property, plant and equipment transferred to expenses Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Notes receivable Accounts receivable and overdue receivable Inventories Other current assets Other current financial assets Total changes in operating assets Changes in operating liabilities: Notes payable Accounts payable Other payable Other current liabilities Net defined benefit liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Dividends received Income taxes paid Net cash flows from operating activities Cash flows used in investing activities: Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Proceeds from disposal of available-for-sale financial assets Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Increase in other non-current financial assets Decrease (increase) in other non-current assets Decrease (increase) in prepayments for equipment Net cash flows used in investing activities Cash flows used in financing activities: Increase in short-term borrowings Decrease in short-term borrowings Short-term financing Proceeds from long-term borrowings Repayments of long-term borrowings Cash dividends paid Interest paid Subsidiaries distributed cash dividends to non-controlling interests Change in non-controlling interests Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2017	2016
	$ 472,392 593,812 10,765 32,897 (23) 71,690 (5,085) (59,712) 15,088 (15,500) (68,962) (4,853) -	572,734 567,524 10,554 22,536 (19) 60,371 (4,749) (59,042) 20,701 1,972 (103,112) - 667
	570,117	517,403
	(711) (83,314) (14,619) 41,178 24,514	(19,405) 120,336 (224,944) (12,612) (14,155)
	(32,952)	(150,780)
	11,968 (11,891) (2,246) 9,712 (22,780)	29,595 37,207 54,555 10,349 (11,351)
	(15,237)	120,355
	(48,189)	(30,425)
	521,928	486,978
	994,320 5,095 59,712 (119,439)	1,059,712 4,877 59,042 (139,927)
	939,688	983,704
	(93,500) 93,523 94,584 (45,000) (753,814) 31,444 (96,616) (833) (7,337) 5,830	(180,000) 180,019 202,343 - (704,307) 2,277 (8,494) (600) 7,545 (69,989)
	(771,719)	(571,206)
	6,424,754 (6,918,593) - 1,500,000 (828,540) (273,876) (78,903) (5,626) (7,515)	6,927,593 (6,962,310) 2,000 590,000 (486,883) (260,834) (62,096) (4,170) (3,686)
	(188,299)	(260,386)
	(13,623)	16,467
	(33,953) 981,138	168,579 812,559
	$ 947,185	981,138

See accompanying notes to consolidated financial statements.

17 -

Independent Auditors � Report

To the Board of Directors Everlight Chemical Industrial Corporation:

Opinion

We have audited the financial statements of Everlight Chemical Industrial Corporation(�the Company�), which comprise the balance sheets as of December 31, 2017 and 2016, and the statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2017 and 2016, and notes to the financial statements, including a summary of significant accounting policies.

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

Basis for Opinion

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

Key Audit Matters

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

1. Revenue recognition

Please refer to Note 4(n) and Note 6(q) to the parent-company-only financial statements for the disclosures of revenue recognition

Description of key audit matters

The Company is a listed company in related to public interest, and the investors are highly expecting the financial performance, resulting in revenue recognition is one of the key judgmental areas of our audit.

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How the matter was addressed in our audit

2. Valuation of accounts receivable

Please refer to Notes 4(f), 5(a) and 6(c) to the parent-company-only financial statements for the disclosure of valuation of accounts receivable.

Description of key audit matters

How the matter was addressed in our audit

3. Impairment of property, plant and equipment

Refer to Notes 4(m), 5(b) and 6(f) to the parent-company-only financial statements for the disclosure of the impairment of property, plant and equipment.

Description of key audit matters

The Company evaluates if there is any indication of impairment of property, plant and equipment and then estimates the recoverable amount of property, plant and equipment in according with value in use. The calculation for recoverable amount involved assumptions and estimations, resulting in impairment of property, plant and equipment is one of the key judgmental areas of our audit.

How the matter was addressed in our audit

Our major audit procedures included obtaining the impairment valuation report of cash generating unit which is identified by the Company; evaluating the appropriateness of the assumptions and estimations, including the future cash flows, discount rate and gross margin and the sensitivity analysis of the related assumptions.

Responsibilities of Management and Those Charged with Governance for the Parent-Company-Only Financial Statements

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

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

� Those charged with governance (including audit committee) are responsible for overseeing the Company s financial reporting process.

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Auditor � s Responsibilities for the Audit of the Parent-Company-Only Financial Statements

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

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

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

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The engagement partners on the audit resulting in this independent auditors� report are Lily Lu and Chun-Hsiu Kuang.

KPMG

Taipei, Taiwan (Republic of China) March 29, 2018

Notes to Readers

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

The auditors� report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors� report and financial statements, the Chinese version shall prevail.

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(English Translation of Financial Statements and Report Originally Issued in Chinese) EVERLIGHT CHEMICAL INDUSTRIAL CORPORATION

Balance Sheets

December 31, 2017 and 2016

(Expressed in thousands of New Taiwan Dollars)

December 31, 2017	December 31, 2017	December 31, 2016
Amount % $ 522,068 4 83,221 1 811,808 6 584,980 5 3,890 - 2,312,487 19 13,963 - 86,732 1	Amount %	Amount % 1,669,445 14 220,000 2 224,122 2 291,653 3 396,669 3 81,191 1 43,853 - 15,968 -
	$ 1,374,847 11 10,000 - 236,636 2 295,664 3 398,972 3 39,134 - 36,164 - 30,849 -
4,419,149 36	2,422,266 19	2,942,901 25
1,038,813 8 77,800 1 1,987,342 16 4,469,701 36 116,119 1 94,967 1 73,670 1 2,405 -	1,788,228 15 54,327 - 291,059 2	877,530 7 52,224 - 325,823 3
	2,133,614 17	1,255,577 10
	4,555,880 36	4,198,478 35
	5,477,522 45 473,558 4 1,673,952 14 99,054 1	5,477,522 46 473,558 4 1,571,900 14 135,428 1
7,860,817 64
	7,724,086 64	7,658,408 65
$ 12,279,966 100	$ 12,279,966 100	11,856,886 100

See accompanying notes to financial statements.

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(English Translation of Financial Statements and Report Originally Issued in Chinese) EVERLIGHT CHEMICAL INDUSTRIAL CORPORATION

Statements of Comprehensive Income

For the years ended December 31, 2017 and 2016

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

2017 Amount % $ 6,833,550 100 5,530,529 81	2017 Amount % $ 6,833,550 100 5,530,529 81	2016	2016
		Amount % 6,925,150 100 5,509,732 80
$
	1,303,021 19 8,467 -		1,415,418 20 (1,457) -
	1,311,488 19		1,413,961 20
	515,589 8 168,269 2 341,777 5		537,776 8 186,158 2 342,078 5
	1,025,635 15		1,066,012 15
	285,853 4		347,949 5
	62,041 1 102,018 2 (46,204) (1) 30,730 -		61,275 1 150,026 2 (38,005) - 9,198 -
	148,585 2		182,494 3
	434,438 6 68,300 1		530,443 8 61,909 1
	366,138 5		468,534 7
	17,612 - (29) - (2,994) - 14,589 -		(67,592) (1) (1,903) - 11,490 - (58,005) (1)
	(29,981) - (5,291) - (1,102) - - -		(81,098) (1) (59,788) (1) (82) - - -
	(36,374) -		(140,968) (2)
	(21,785) -		(198,973) (3)
$	344,353 5		269,561 4
$	0.67		0.86
$	0.67		0.85

See accompanying notes to financial statements.

23 -

(English Translation of Financial Statements and Report Originally Issued in Chinese) EVERLIGHT CHEMICAL INDUSTRIAL CORPORATION

Statements of Changes in Equity

For the years ended December 31, 2017 and 2016

(Expressed in Thousands of New Taiwan Dollars)

Common shares		Retained earnings	Retained earnings			Other equity
					Exchange differences on translation of foreign financial statements	Unrealized gains (losses) on available-for- sale financial assets	Total
	Legal reserve	Special reserve	Unappropriated retained earnings	Total retained earnings
$ 5,216,688 473,558 858,401 43,346 781,292 1,683,039 55,060 221,336 276,396 7,649,681 - - 56,534 - (56,534) - - - - - - - - - (260,834) (260,834) - - - (260,834) 260,834 - - - (260,834) (260,834) - - - - - - - - 468,534 468,534 - - - 468,534 - - - - (58,005) (58,005) (81,180) (59,788) (140,968) (198,973)
- - - - 410,529 410,529 (81,180) (59,788) (140,968) 269,561
5,477,522 473,558 914,935 43,346 613,619 1,571,900 (26,120) 161,548 135,428 7,658,408 - - 46,853 - (46,853) - - - - - - - - - (273,876) (273,876) - - - (273,876) - - - - 366,138 366,138 - - - 366,138 - - - - 14,589 14,589 (31,083) (5,291) (36,374) (21,785)
- - - - 380,727 380,727 (31,083) (5,291) (36,374) 344,353
- - - - (4,799) (4,799) - - - (4,799)
$ 5,477,522 473,558 961,788 43,346 668,818 1,673,952 (57,203) 156,257 99,054 7,724,086

Note: For the years ended December 31, 2017 and 2016, the Company recognized the directors and supervisors' remuneration amounting to $9,343 and $11,407, respectively, employee's compensation amounting to $23,357 and $28,519, respectively, and the abovementioned amounts have been deducted in the comprehensive income statements for each period.

See accompanying notes to financial statements.

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(English Translation of Financial Statements and Report Originally Issued in Chinese) EVERLIGHT CHEMICAL INDUSTRIAL CORPORATION

Statements of Cash Flows

For the years ended December 31, 2017 and 2016

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Income before income tax Adjustments: Adjustments to reconcile profit: Depreciation expense Amortization expense Provision for allowance of impairment Net gains on financial assets at fair value through profit or loss Interest expense Interest income Dividend income Share of profit of subsidiaries and associates accounted for using equity method Losses on disposal of property, plant and equipment Gains on disposal of investments Unrealized (realized) gross profit on sale to subsidiaries Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Notes receivable Accounts receivable and overdue receivable Accounts receivable from related parties Other receivable from related parties Inventories Other current financial assets Other current assets Total changes in operating assets Changes in operating liabilities: Notes payable Accounts payable Other payable Other current liabilities Net defined benefit liabilities Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Dividends received Income taxes paid Net cash flows from operating activities Cash flows used in investing activities: Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Proceeds from disposal of available-for-sale financial assets Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in other receivables due from loans to related parties Acquisition of intangible assets Decrease (increase) in other non-current financial assets Decrease (increase) in prepayments for equipment Net cash flows used in investing activities Cash flows used in financing activities: Increase in short-term borrowings Decrease in short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Cash dividends paid Interest paid Net cash flows from (used in) financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2017	2016
	$ 434,438	530,443
	430,891 9,041 22,820 (9) 46,204 (2,329) (59,712) (30,730) 127 (68,962) (8,467)	401,223 8,971 16,195 (19) 38,005 (2,233) (59,042) (9,198) 1,082 (103,112) 1,457
	338,874	293,329
	380 (74,617) (104,213) (702) (33,318) 23,719 53,584	7,165 2,939 43,681 3,685 (161,962) (23,432) (17,742)
	(135,167)	(145,666)
	12,514 4,011 4,729 14,881 (17,152)	47,406 4,434 41,031 (1,851) (10,928)
	18,983	80,092
	(116,184)	(65,574)
	222,690	227,755
	657,128 2,340 110,028 (78,575)	758,198 2,137 107,304 (78,514)
	690,921	789,125
	(80,000) 80,009 94,584 (92,000) (632,090) 1,179 32,230 (94,278) (66) (2,375)	(180,000) 180,019 202,343 - (599,362) 1,055 (32,230) (7,662) 58 7,296
	(692,807)	(428,483)
	5,193,778 (5,488,375) 1,500,000 (800,000) (273,876) (53,431)	6,473,750 (6,433,003) 400,000 (480,000) (260,834) (38,163)
	78,096	(338,250)
	76,210 445,858	22,392 423,466
	$ 522,068	445,858

See accompanying notes to financial statements.

25 -

AI assistant

EVERLIGHT — AGM Information 2018

51894_rns_2018-06-15_39316aaa-e3c8-40a2-bb14-d4200b235f0c.pdf

Everlight Chemical Industrial Corporation

Handbook for the 2018 Annual General Shareholders’ Meeting

DISCLAIMER

Table of Contents

Everlight Chemical Industrial Corporation

Agenda of 2018 Annual General Shareholders’ Meeting

1. Report Items

2. Adoption Items

3. Election Item

4. Discussion Items

5. Questions and Motions

6. Adjournment

Report Items

Report No. 1

Report No. 2

Report No. 3

Report No. 4

Adoption Items

Item 1. Proposed by the Board of Directors

Proposal:

Resolution:

Item 2. Proposed by the Board of Directors Proposal:

Explanation:

Everlight Chemical Industrial Corporation PROFIT DISTRIBUTION TABLE Year 2017

Resolution:

Election Item

Proposed by the Board of Directors

Proposal:

Explanation:

Election Results:

Discussion Items

Proposed by the Board of Directors

Proposal:

Explanation:

Questions and Motions

Adjournment

Attachments 1

Opinion

Basis for Opinion

Key Audit Matters

2. Valuation of accounts receivable

Description of key audit matters

Description of key audit matters

Other Matter

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

Auditor � s Responsibilities for the Audit of the Consolidated Financial Statements

KPMG

Notes to Readers

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) EVERLIGHT CHEMICAL INDUSTRIAL CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2017 and 2016

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) EVERLIGHT CHEMICAL INDUSTRIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2017 and 2016

Consolidated Statements of Changes in Equity

For the years ended December 31, 2017 and 2016

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) EVERLIGHT CHEMICAL INDUSTRIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2017 and 2016

Independent Auditors � Report

Opinion

Basis for Opinion

Key Audit Matters

1. Revenue recognition

How the matter was addressed in our audit

2. Valuation of accounts receivable

Description of key audit matters

3. Impairment of property, plant and equipment

Description of key audit matters

Responsibilities of Management and Those Charged with Governance for the Parent-Company-Only Financial Statements

Auditor � s Responsibilities for the Audit of the Parent-Company-Only Financial Statements

KPMG

Notes to Readers

(English Translation of Financial Statements and Report Originally Issued in Chinese) EVERLIGHT CHEMICAL INDUSTRIAL CORPORATION

Balance Sheets

December 31, 2017 and 2016

(English Translation of Financial Statements and Report Originally Issued in Chinese) EVERLIGHT CHEMICAL INDUSTRIAL CORPORATION

EVERLIGHT AGM Information 2018