INVENTEC - AGM Information 2015 | FinancialReports.eu

Stock Code: 2356

Inventec Corporation

2015 Annual General Shareholders’ Meeting

Meeting Agenda (Translation)

Time : Tuesday, June 16, 2015. 9:00 a.m.

Place : No.16, Sec. 4, Jhongshan N. Rd., Shilin District, Taipei City. Chientan Youth Activity Center 's Ching-Kuo Memorial Hall.

This English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail.

Table of Contents
A. Meeting Agenda………………………………………………………………	01
B. Report Items…………………………………………………………………..	02
C. Ratification Items……………………………………………………………..	14
D. Discussion Items……………………………………………………………...	15
E. Extraordinary Motions………………………………………………………...	16
F. Adjournment…………………………………………………………………..	16
Appendix
1. Business Report………….…………..………………………………………...	17
2. Supervisors' Review Report……………………………………………...……	19
3. Rules of the Codes of Ethical Conduct……………………………………..…	20
4. Rules of the Ethical Corporate Management Best Practice Principles…..……	22
5. Independent Auditors’ report and Individual Financial Statements for Year
2014………………………..…………………………………………………..	28
6. Independent Auditors’ report and Consolidated Financial Statements for Year
2014..…………………………………………………………………………..	34
7. Profit Distribution Table for Year 2014………………………………………..	40
8. Articles of Incorporation………………………………………………………	41
9. Rules of Procedure for Shareholders Meetings (Before Amendments)……….	49
10. Shareholdings of Directors and Supervisors…..……………………………..	56

A. Meeting Agenda

Time: Tuesday, June 16, 2015. 9:00 a.m.

Place: No.16, Sec. 4, Jhongshan N. Rd., Shilin District, Taipei City.

Chientan Youth Activity Center 's Ching-Kuo Memorial Hall.

1. Call the Meeting to Order

2. Chairman Remarks

3. Report Items:

(1) Business Report
(2) Supervisors' Review Report
(3) The Status of Endorsement and Guarantee
(4) Amendment of the Company's “Codes of Ethical Conduct”
(5) Amendment of the Company's “Ethical Corporate Management Best Practice Principles”
Ratification Items
(1) Ratification of the Business Report and Financial Statements of year 2014
(2) Adoption of the Proposal for Distribution of 2014 Profits
Discussion Items
(1) Discussion of amendments to the “Rules of Procedure for Shareholders Meetings”
Extraordinary Motions
Adjournment

B. Report Items

Business Report (Please refer to Appendix 1)
Supervisors' Review Report (Please refer to Appendix 2)

3. The Status of Endorsement and Guarantee

The Company's aggregate amount of endorsements and guarantee is as follows as of December 31, 2014:

ecember 31, 2014:
		Unit: NTD$1,000
Guarantor	Guarantee	Amounts
Inventec Corporation	Inventec (Chongqing) Corp.	1,265,600
	Inventec(Pudong)Corp.	1,107,400
	Inventec (Shanghai) Corp., Inventec (Pudong) Corp., Inventec (Pudong) Technology Corp., Inventec (Shanghai) Service Co., Ltd., and Inventec Hi-Tech Corp.(Commonquota)	3,480,400
	TPV-Inventa Holding Ltd., and TPV-Inventa TechnologyCo.,Ltd..	1,240,288
	Inventec(Czech),s. r. o.	15,820
	Total	7,109,508

4. Amendment of the Company's “Codes of Ethical Conduct”

In order to comply with the Regulation updated, the Board amends Company's “Codes of Ethical Conduct” as below comparison list. Please also refer to Appendix 3 as “Codes of Ethical Conduct” (after amendments).

Comparison of Amendments to “Codes of Ethical Conduct”

	Original Version		Amendment Version	Reason
Article 3	Prevention of conflicts of interest: Conflicts of interest occur when personal interest intervenes or is likely to intervene in the overall interest of the company, as for example when a director, supervisor, or managerial officer of the company is unable to perform their duties in an objective and efficient manner, or when a person in such a position takes advantage of their position in the company to obtain improper benefits for either themselves or their spouse, parents, children, or relatives within the third degree of kinship. (under omitted)	Article 3	Prevention of conflicts of interest: Conflicts of interest occur when personal interest intervenes or is likely to intervene in the overall interest of the company, as for example when a director, supervisor, or managerial officer of the company is unable to perform their duties in an objective and efficient manner, or when a person in such a position takes advantage of their position in the company to obtain improper benefits for either themselves or their spouse, parents, children, or relatives within thesecond degree of kinship. (under omitted)	Comply with the amendments to related Regulations.

Article 9	Encouraging reporting on illegal or unethical activities: The company shall raise awareness of ethics internally and encourage employees to report to a company supervisor, managerial officer, chief internal auditor, or other appropriate individual upon suspicion or discovery of any activity in violation of a law or regulation or the code of ethical conduct. To encourage employees to report illegal conduct, it is advisable that the company adopt relevant procedures or mechanisms for such reporting and make employees aware that the company will use its best efforts to ensure the safety of informants and protect them from reprisals.	Article 9	Encouraging reporting on illegal or unethical activities: The company shall raise awareness of ethics internally and encourage employees to report to a company supervisor, managerial officer, chief internal auditor, or other appropriate individual upon suspicion or discovery of any activity in violation of a law or regulation or the code of ethical conduct. To encourage employees to report illegal conduct, it is advisable that the company adopta concrete whistle-blowing system for such reporting and make employees aware that the company will use its best efforts to ensure the safety of informants and protect them from reprisals.	Comply with the amendments to related Regulation
Article 10	Disciplinary measures: When a director, supervisor, or managerial officer violates the code of ethical conduct, the company shall handle the matter in accordance with the disciplinary measures prescribed in the code, and shall without delay disclose on the MOPSthe name and title of the violator , the date of the violation, reasons for the violation, the provisions of the code violated, and the disciplinary actions taken. It is advisable that the company establish a relevant complaint system to provide the violator with remedies.The violator can state his opinions on the Board of Directors Meetings, the chair shall seek the opinion of the majority to make a decision (The violator shall enter recusal).	Article 10	Disciplinary measures: When a director, supervisor, or managerial officer violates the code of ethical conduct, the company shall handle the matter in accordance with the disciplinary measures prescribed in the code, and shall without delay disclose on the MOPS the date of the violation, reasons for the violation, the provisions of the code violated, and the disciplinary actions taken. It is advisable that the company establish a relevant complaint system to provide the violator with remedies.	Comply with the amendments to related Regulation
Article 11	Procedures for exemption The code of ethical conduct adopted by a company must require that any exemption for directors, supervisors, or managerial officers from compliance with the code be adopted by a resolution of the board of directors, and that information on thename and title of the person entitled to such exemption, the date on which the board of directors adopted the resolution for exemption, and the period of, reasons for, and principles behind the application of the exemption be disclosed without delay on the MOPS. (under omitted)	Article 11	Procedures for exemption The code of ethical conduct adopted by a company must require that any exemption for directors, supervisors, or managerial officers from compliance with the code be adopted by a resolution of the board of directors, and that information on the date on which the board of directors adopted the resolution for exemption, an independent director objects to or expresses reservations about any matter and the period of, reasons for, and principles behind the application of the exemption be disclosed without delay on the MOPS. (under omitted)	Comply with the amendments to related Regulation

Article 12	Method of disclosure The company shall disclose the code of ethical conduct it has adopted, and any amendments to it, in its annual reports and prospectuses and on the MOPS.	Article 12	Method of disclosure The company shall disclose the code of ethical conduct it has adopted, and any amendments to it,on the company websites, in its annual reports and prospectuses and on the MOPS.	Comply with the amendments to related Regulation
Article 13	Enforcement The company's code of ethical conduct, and any amendments to it, shall enter into force after it has been adopted by the board of directors, delivered to each supervisor, and submitted to a shareholders meeting.	Article 13	Enforcement The company's code of ethical conduct shall enter into force after it has been adopted by the board of directors, delivered to each supervisor, and submitted to a shareholders meeting.The board of directors may be authorized to adopt, by resolution, any future amendments to these Rules.	Revise the wording.

5. Amendment of the Company's “Ethical Corporate Management Best Practice Principles”

In order to comply with the Regulation updated, the Board amends Company's “Ethical Corporate Management Best Practice Principles” as below comparison list. Please also refer to Appendix 4 as “Ethical Corporate Management Best Practice Principles” (after amendments).

Comparison of Amendments to “Ethical Corporate Management Best Practice Principles”

	Original Version		Amendment Version	Reason
Article 2	When engaging in commercial activities, directors, supervisors, managers, and employees of the companies or persons having substantial control over the company ("substantial controllers") shall not directly or indirectly offer, promise to offer, request or accept any improper benefits, nor commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty ("unethical conduct") for purposes of acquiring or maintaining benefits. (under omitted)	Article 2	When engaging in commercial activities, directors, supervisors, managers, employees, and mandataries of the companies or persons having substantial control over the company ("substantial controllers") shall not directly or indirectly offer, promise to offer, request or accept any improper benefits, nor commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty ("unethical conduct") for purposes of acquiring or maintaining benefits. (under omitted)	Comply with the amendments to related Regulation
Article 6	The company are advised to, in accordance with the operational philosophies and policies prescribed in the preceding article, establish in our own ethical corporate management best practice principle comprehensive programs in “The Global Employee Standards of Conduct” to forestall unethical conduct (“prevention program”), including operational procedures, guidelines,and training.	Article 6	The ethical management policy clearly and thoroughly prescribe the specific ethical management practices and the programs in “The Global Employee Standards of Conduct” to forestall unethical conduct ("prevention programs"), including operational procedures, guidelines, and training. When establishing the prevention programs,the companyshall comply	Comply with the amendments to related Regulation

	When establishing the prevention programs, the company shall comply with relevant laws and regulations of the territory where the companies and our business group are operating.		with relevant laws and regulations of the territory where the companies and our business group are operating. In the course of developing the prevention programs, the company are advised to negotiate with staff, labor unions members, important trading counterparties, or other stakeholders.
Article 7	When establishing the prevention programs, the company shall analyze which business activities within the business scope which are possibly at a higher risk of being involved in an unethical conduct, and strengthen the preventive measures. The prevention programs adopted by the company shall at least include preventive measures against the following: 1.Offering and acceptance of bribes. 2.Illegal political donations. 3.Improper charitable donations or sponsorship. 4.Offering or acceptance of unreasonable presents or hospitality, or other improper benefits.	Article 7	When establishing the prevention programs, the company shall analyze which business activities within the business scope which are possibly at a higher risk of being involved in an unethical conduct, and strengthen the preventive measures. The prevention programs adopted by the company shall at least include preventive measures against the following: 1. Offering and acceptance of bribes. 2. Illegal political donations. 3. Improper charitable donations or sponsorship. 4. Offering or acceptance of unreasonable presents or hospitality, or other improper benefits. 5. Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights. 6. Engaging in unfair competitive practices. 7. Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement, manufacture, provision, or sale of products and services.	Comply with the amendments to related Regulation
Article 8	The company and the respective business group shall clearly specify ethical corporate management policies in our rules and external documents. The board of directors and the management level shall undertake to rigorously and thoroughly enforce such policies for internal management and external commercial activites.	Article 8	The company and the respective business group shall clearly specify in our rules and external documents the ethical corporate management policiesand the commitment by the board of directors and the management on rigorous and thorough implementation of the ethical management policy , and shall carry out the policies in internal management and in commercial	Comply with the amendments to related Regulation

			activities.
Article 9	The company shall engage in commercial activities in a fair and transparent manner. Prior to any commercial transactions, the company shall take into consideration the legality of our agents, suppliers, clients, or other trading counterparties and whether any of them are involved in unethical conduct, and shall avoid any dealings with persons so involved. When entering into contracts with other companies, the company shall include in such contracts terms requiring compliance with ethical corporate management policy and that in the event the trading counterparties are involved in unethical conduct, the company may at any time terminate or rescind the contracts.	Article 9	The company shall engage in commercial activities in a fair and transparent mannerbased on the principle of ethical management. Prior to any commercial transactions, the company shall take into consideration the legality of our agents, suppliers, clients, or other trading counterparties and whether any of them areinvolved in unethical conduct, and shall avoid any dealings with persons soinvolved . When entering into contracts with the agents, suppliers, clients, or other trading counterparties, the company shall include in such contracts terms requiring compliance with ethical corporate management policy and that in the event the trading counterparties are involved inun ethical conduct, the company may at any time terminate or rescind the contracts.	Comply with the amendments to related Regulation
Article 10	When conducting business, the company and our directors, supervisors, managers, employees and substantial controllers, shall not directly or indirectly offer, promise to offer, request or accept any improper benefits, including rebates, commissions, grease payments, or offer or accept improper servants, or other interested parties, unless the laws of the territories where the companies operate permit so.	Article 10	When conducting business, the company and our directors, supervisors, managers, employees, mandataries , and substantial controllers, may not directly or indirectly offer,promise to offer, request ,or accept any improper benefitsin whatever form to or from clients, agents, contractors, suppliers, public servants, or other stakeholders.	Comply with the amendments to related Regulation
Article 11	When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, the company and the directors, supervisors, managers, employees, and substantial controllers, shall comply with the Political Donations Act and the relevant internal operational procedures, and shall not make such donations in exchange for commercial gains or business advantages.	Article 11	When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, the company and the directors, supervisors, managers, employees, mandataries , and substantial controllers, shall comply with the Political Donations Act and the relevant internal operational procedures, and shall not make such donations in exchange for commercial gains or business advantages.	Comply with the amendments to related Regulation

Article 12	When making or offering donations and sponsorship, the company and our directors, supervisors, managers, employees , and substantial controllers shall comply with relevant laws and regulations and internal operational procedures, and shall not surreptitiously engage in bribery.	Article 12	When making or offering donations and sponsorship, the company and our directors, supervisors, managers, employees , mandataries , and substantial controllers shall comply with relevant laws and regulations and internal operational procedures, and shall not surreptitiously engage in bribery.	Comply with the amendments to related Regulation
Article 13	The company and the directors, supervisors, managers, employees, and substantial controllers shall not directly or indirectly offer or accept any unreasonable presents, hospitality or other improper benefits to establish business relationship or influence commercial transactions.	Article 13	The company and the directors, supervisors, managers, employees, mandataries , and substantial controllers shall not directly or indirectly offer or accept any unreasonable presents, hospitality or other improper benefits to establish business relationship or influence commercial transactions.	Comply with the amendments to related Regulation
		Article 14	The company and the directors, supervisors, managers, employees, mandataries, and substantial controllers shall observe applicable laws and regulations, the company's internal operational procedures, and contractual provisions concerning intellectual property, and may not use, disclose, dispose, or damage intellectual property or otherwise infringe intellectual property rights without the prior consent of the intellectual property rights holder.	Comply with the Regulation added.
		Article 15	The company shall engage in business activities in accordance with applicable competition laws and regulations, and may not fix prices, make rigged bids, establish output restrictions or quotas, or share or divide markets by allocating customers, suppliers, territories, or lines of commerce.	Comply with the Regulation added.
		Article 16	In the course of research and development, procurement, manufacture, provision, or sale of products and services, the company and the directors, supervisors, managers, employees, mandataries, and substantial controllers shall observe applicable laws and regulations and international standards to ensure the transparency of information about, and safety of, the products and services. The companyshall also adopt andpublish	Comply with the Regulation added.

			a policy on the protection of the rights and interests of consumers or other stakeholders, and carry out the policy in the operations, with a view to preventing the products and services from directly or indirectly damaging the rights and interests, health, and safety of consumers or other stakeholders. Where there are sufficient facts to determine that the company's products or services are likely to pose any hazard to the safety and health of consumers or other stakeholders, the company shall, in principle, recall those products or suspend the services immediately.
Article 14	The board of directors of the company shall exercise the due care of good administrators to urge th company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies. To achieve sound ethical corporate management, the company is advised to form a dedicated unit to be in charge of establishing and enforcing the ethical corporate management policies and prevention program and reporting to the board of directors on a regular basis.	Article 17	The directors, supervisors, managers, employees, mandataries, and substantial controllers of the company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies. To achieve sound ethical corporate management, the company establishes a dedicatedunit, audit center that is under the board of directors and responsible for establishing and supervising the implementation of the ethical corporate management policies and prevention programs. The dedicatedunit shall be in charge of the following matters , and shall report to the board of directors on a regular basis: 1. Assisting in incorporating ethics and moral values into the company's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations. 2. Adopting programs to prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to the company's operations and business.	Comply with the amendments to related Regulation.

			3. 4. 5. 6.	Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct. Promoting and coordinating awareness and educational activities with respect to ethics policy. Developing a whistle-blowing system and ensuring its operating effectiveness. Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.
Article 15	The company and the directors, supervisors, managers, employees, and substantial controllers shall comply with laws and regulations and the prevention programs when conducting business.	Article 18	The company and the directors, supervisors, managers, employees, mandataries , and substantial controllers shall comply with laws and regulations and the prevention programs when conducting business.		Comply with the amendments to related Regulation.
Article 16	The company shall promulgate policies for preventing conflicts of interests and offer appropriate means for directors, supervisors and managers to voluntarily explain whether their interests would potentially conflict with those of the companies. The companys’ directors shall exercise a high degree of self-discipline, a director may present his opinion and answer relevant questions but is prohibited from participating in discussion of or voting on any proposal where the director or the juristic person that the director represents is an interested party, and such participation is likely to prejudice the interests of the company; neither shall a director vote on such proposal as a proxy of another director in such circumstances. The directors shall practice self-discipline and must not support one another in	Article 19	The company shall adopt policies for preventing conflicts of interest to identify, monitor, and manage risks possibly resulting from unethical conduct , and shall also offer appropriate means for directors, supervisors, managers, andother stakeholders attending or present at board meetings to voluntarily explain whether their interests would potentially conflict with those of the company. When a proposal at a given board of directors meeting concerns the personal interest of, or the interest of the juristic person represented by, any of the directors, supervisors, managers, and other stakeholders attending or present at board meetings of the company , the concerned person shall state the important aspects of the relationship of interest at the given		Comply with the amendments to related Regulation

	improper dealings. The companys’ directors, supervisors and managers shall not take advantage of their positions in the companies to obtain improper benefits for the themselves, their spouses, parents, children or any other person.		board meeting . If his or her participation is likely to prejudice the interest of the company, the concerned person may not participate in discussion of or voting on the proposal and shall recuse himself or herself from the discussion or the voting, and may not exercise voting rights as proxy for another director. The directors shall practice self-discipline and must not support one another in improper dealings. The companys' directors, supervisors, managers,employees, mandataries, and substantial controllers shall not take advantage of their positions or influence in the companies to obtain improper benefits for themselves, their spouses, parents, children or any other person.
Article 17	The company shall establish effective accounting systems and internal control systems for business activities possibly at a higher risk of being involved in an unethical conduct, not have under-the-table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems are showing results. The internal audit of a the company shall periodically examine the company's compliance with the foregoing systems and prepare audit reports and submit the same to the board of directors.	Article 20	The company shall establish effective accounting systems and internal control systems for business activities possibly at a higher risk of being involved in an unethical conduct, not have under-the-table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems are showing results. The internal auditunit of a the company shall periodically examine the company's compliance with the foregoing systems and prepare audit reports and submit the same to the board of directors.The internal audit unit may engage a certified public accountant to carry out the audit, and may engage professionals to assist if necessary.	Comply with the amendments to related Regulation
Article 18	(contents omitted)	Article 21	(contents omitted)	Article changed

Article 19	The company shall periodically organize training and awareness programs for directors, supervisors, managers, employees, and substantial controllers and invite the companies’ commercial transaction counterparties so they understand the companies’ resolve to implement ethical corporate management, the related policies, prevention program and the consequences of committing unethical conduct. (under omitted)	Article 22	The chairman, general manager, or senior management of the company shall communicate the importance of corporate ethics to its directors, employees, and mandataries on a regular basis . The company shall periodically organize training and awareness programs for directors, supervisors, managers, employees,mandataries , and substantial controllers and invite the companies' commercial transaction counterparties so they understand the companies' resolve to implement ethical corporate management, the related policies, prevention programs and the consequences of committing unethical conduct. (under omitted)	Comply with the amendments to related Regulation
Article 20 Item 1	The company shall have in place a formal channel for receiving reports on unethical conduct and keep the reporter’s identity and content of the report confidential.	Article 23	The company shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following: 1. An independent mailbox or hotline, either internally established and publicly announced or provided by an independent external institution, to allow company insiders and outsiders to submit reports. 2. Dedicated personnel or unit appointed to handle whistle-blowing system. Any tip involving a director or senior manager shall be reported to the independent directors or supervisors. Categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted. 3. Documentation of case acceptance, investigation processes, investigation results, and relevant documents. 4. Confidentiality of the identity of whistle-blowers and the content of reported cases. 5. Measures for protecting whistle-blowers from inappropriate disciplinary actions due to our whistle-blowing. 6. Whistle-blowing incentive	Comply with the amendments to related Regulation

			measures. When material misconduct or likelihood of material impairment to the company comes to our awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and notify the independent directors or supervisors in written form.
Article 20 Item 2	The company shall establish a well-defined disciplinary and appeal system for handling violations of the ethical corporate management rules, and shall make immediate disclosure on the company's internal website of the title and name of the violator, the date and details of the violation, and the actions taken in response.	Article 24	The company shall adopt andpublish a well-defined disciplinary and appeal system for handling violations of the ethical corporate management rules, and shall make immediate disclosure on the company's internal website of the title and name of the violator, the date and details of the violation, and the actions taken in response.	Comply with the amendments to related Regulation
Article 21	The company shall disclose the measures taken for implementing ethical corporate management on the company websites, annual reports, and prospectuses, and shall disclose the ethical corporate management best practice principles on the Market Observation Post System.	Article 25	The company shall collect quantitative data about the promotion of ethical management and continuously analyze and assess the effectiveness of the promotion of ethical management policy . The company shall also disclose the measures taken for implementing ethical corporate management,the status of implementation, the foregoing quantitative data, and the effectiveness of promotion on the company websites, annual reports, and prospectuses,and shall disclose the ethical corporate management best practice principles on the MOPS.	Comply with the amendments to related Regulation
Article 22	The company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management and encourage the directors, supervisors, managers, and employees to make suggestions so as to review and improve our ethical corporate management best practice principles and achieve better results from implementing the principles.	Article 26	The company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management and encourage the directors, supervisors, managers, and employees to make suggestions, based on which the adopted ethical corporate managementpolicies and measures taken will be reviewed and improved with a view to achieving better implementation of ethical management.	Comply with the amendments to related Regulation

	Article 23	The ethical corporate management best practice principles of the company shall be implemented after the board of directors grants the approval, and shall be sent to the supervisors and reported at a shareholders' meeting. The same procedure shall be followed when the principles have been amended.	Article 27	The ethical corporate management best practice principles of the company shall be implemented after the board of directors grants the approval, and shall be sent to the supervisors and reported at a shareholders' meeting.The board of directors may be authorized to adopt, by resolution, any future amendments to these Rules. When the ethical corporate management best practice principles are submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. An independent director that cannot attend the board meeting in person to express objection or reservations shall provide a written opinion before the board meeting, unless there is some legitimate reason to do otherwise, and the opinion shall be specified in the minutes of the board of directors meeting. The provisions regarding supervisors in these Principles shall apply mutatis mutandis to the audit committee.	Comply with the amendments to related Regulation.

C. Ratification Items

Item 1 Proposed by the Board Proposal: Ratification of the Business Report and Financial Statements of year 2014

Explanation: The Company’s 2014 Individual Financial Statements and Consolidated Financial Statements, including the balance sheet, comprehensive income statement, statement of cash flows, and statement of changes in equity, were audited by independent accountants, Chen, Ying-Ru and Yang, Leou-Fong of KPMG Certified Public Accountants. Also Business Report and Financial Statements have been approved by the Board and examined by the Supervisors of Inventec Corporation. (Please refer to Appendix 1 for Business Report, Appendix 5 for Independent Accountants’ Audit Report and Individual Finance Statements, and Appendix 6 for Independent Accountants’ Audit Report and Consolidated Finance Statements.)

Resolution:

Item2 Proposed by the Board Proposal: Adoption of the Proposal for Distribution of 2014 Profits

Explanation: ( 1).With regard to earnings in 2014, an earnings distribution table has been prepared and attached in Appendix 7 in accordance with the Company’s Articles of Incorporation. The distributable net profits for 2014 are NT$ 7,419,282,631 and the proposed cash dividend to shareholders is NT$1.75 per share. The earnings distribution table was also reviewed by the Supervisors.

(2). NT$ 574,923,002 will be distributed as Employees’ Bonus in Cash and the Remuneration to Directors and Supervisors for 2014, which is the same as accrual expense.
(3). If there is any change of the number of common shares of the Company before the distribution record date, such as bought back the shares by the Company, it is proposed that the Board of Directors be authorized to adjust the cash distribution ratio based on the number of actual shares outstanding on the record date.
(4). Upon the approval of the Annual Meeting of Shareholders, it is proposed that the Board of Directors be authorized to resolve the ex-dividend record date.

Resolution:

D. Discussion Items

Item1 Proposed by the Board

Proposal: Discussion of amendments to the “Rules of Procedure for Shareholders Meetings ” Explanation: (1). In order to conform to the amendments to “Sample Template Rules of Procedure for Shareholders Meetings” modified by Taiwan Stock Exchange Corporation, hereby propose to amend Company's “Rules of Procedure for Shareholders Meetings”.

(2). Articles 2 and 5 are amended as below comparison list. Please also refer to Appendix 9 as “Rules of Procedure for Shareholders Meetings” (before amendments).

Resolution:

Comparison of Amendments to “Rules of Procedure for Shareholders Meetings”

	Original Version		Amendment Version	Reason
Article 2	The Company’s shareholders meeting shall be convened by the board of directors unless applicable laws and regulations provide otherwise. The notice to convene a regular meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date. The notice of the shareholders meeting to be given by an issuer to shareholders who own less than 1,000 shares of nominal stocks may be given in the form on the MOPS no later than 30 days prior to the scheduled meeting date. The notice to convene a special meeting of shareholders shall be given to each shareholder no later than 15 days prior to the scheduled meeting date. The notice of the shareholders meeting to be given by an issuer to shareholders who own less than 1,000 shares of nominal stocks may be given in the form on the MOPS no later than 15 days prior to the scheduled meeting date The cause(s) or subject(s) of a meeting of shareholders to be convened shall be indicated in the individual notice and the public notice to be given to shareholders.	Article 2	The Company’s shareholders meeting shall be convened by the board of directors unless applicable laws and regulations provide otherwise. The notice to convene a regular meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date. The notice of the shareholders meeting to be given by an issuer to shareholders who own less than 1,000 shares of nominal stocks may be given in the form on the MOPS no later than 30 days prior to the scheduled meeting date. The notice to convene a special meeting of shareholders shall be given to each shareholder no later than 15 days prior to the scheduled meeting date. The notice of the shareholders meeting to be given by an issuer to shareholders who own less than 1,000 shares of nominal stocks may be given in the form on the MOPS no later than 15 days prior to the scheduled meeting date The cause(s) or subject(s) of a meeting of shareholders to be convened shall be indicated in the individual notice and the public notice to be given to shareholders.	Comply with the amendments to related Regulations

	The election or discharge of directors or supervisors, the amendment of this Company’s Articles of Incorporation, the dissolution, merger, or spin-off the Company, or the matters specified in Article 185, paragraph 1 of the Company Law, or Article 26-1 or Article 43-6 of the Securities and Exchange Law shall be listed among the reasons for the meeting, and may not be proposed as provisional motions.		The election or discharge of directors or supervisors, the amendment of this Company’s Articles of Incorporation, the dissolution, merger, or spin-off the Company, or the matters specified in Article 185, paragraph 1 of the Company Law, or Article 26-1 or Article 43-6 of the Securities and Exchange Law, or Article 56-1 or Article 60-2 of the Regulations Governing the Offering and Issuance of Securities by Securities Issuers shall be listed among the reasons for the meeting, and may not be proposed as provisional motions.
Article 5	This Corporation shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. (Omitted) Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification.(under omitted)	Article 5	This Corporation shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention. (Omitted) Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. No arbitrary requirements shall be imposed on shareholders to provide additional evidentiary documents beyond those showing eligibility to attend. Solicitors soliciting proxy forms shall also bring identification documents for verification.(under omitted)	Comply with the amendments to related Regulations

E. Extraordinary Motions

F. Adjournment

Appendix 1 Business Report

Dear Shareholders,

Thank you for attending Inventec’s annual shareholders’ meeting. We would like to thank you for your long-term support of Inventec. First, our performance in 2014 is described as follows. In terms of revenues, the individual and consolidated revenues for 2014 were 330.7 billion and 435.5 billion NTD, respectively; the main products continued to be computer products. Compared with 2013 (369.2 billion for individual revenue and 461.0 billion for consolidated revenue), the individual revenue decreased by 10.41 % while the consolidated revenue decreased by 5.53%. In terms of product categories, despite the trend of new laptop demand that had been expected due to new operation platform services, the market did not go as expected. Furthermore, intense market competition caused laptop revenue to decrease by 17% compared with the previous year. Because of the growth of cloud market, the server product revenue continues to grow steadily, increasing 22.86% in comparison with the previous year. Thanks to the good product sales of our clients, the performance of wireless devices and mobile communication products was excellent, accumulating revenue of 46.8 billion, an increase of 14.08% from the previous year. Regarding solar energy products, the US published the results of its anti-dumping investigation, this has had a definite impact in market prices. The revenue of solar energy products was 11.2 billion, an increase of 34.81 % from the previous year.

In terms of earnings, the net profit for shareholders of the parent company was 7 billion, increasing 0.023 billion, that is, 0.3 %, from the previous year. The earnings per share were 1.98. The main reason for just a small increase was that the laptop revenue was not as expected due to market competition. The revenue of server products and mobile communication products, on the other hand, increased steadily. Regarding the investments, our priority goal is continue to increase our revenue and gross profit margin. We will also continue to improve production efficacy, integrate provision chains, as well as the investment efficiency of placement strategy. We hope the group will progressively profit.

This year’s business plans and strategies are detailed below.

The global economic condition will progressively recover in 2015, however, the information industry still faces an ever-changing global economic environment and low profit

challenges. We will determine our future strategies more actively and find where we can profit more. (1).In terms of research and innovation, in 2014, we invested 8.5 billion in product research to keep our competitiveness in product innovation and automatic process improvement. (2).In terms of laptop products, we will continue to work on thin and easy-to-carry tablets that incorporate cloud services, and with the new operation system, hope to present products that meet both market trend and customer needs. (3).In terms of the enterprise business solution (server, storage devices and network switch) business, in addition to holding our leading role in developing core hardware techniques, we will also develop software to take advantage of cloud services. We will keep our leading role in server products by actively developing new clients. (4).In terms of the wireless devices and smart mobile products, besides facilitating their convenient use, we will develop smart household products and wireless smart terminal products to meet the trend of cloud storage services and internet of things. (5).In terms of cloud placement strategies, on the premise of balancing the development of the cloud and the client, we will actively develop cloud solutions by taking advantage of our leading role in manufacturing servers and allying strategically with other business. (6).In terms of renewable energy investment, we are focusing on the research, production and sale of solar batteries, and the integration of systems and the provision chains of the subsidiary companies in the group. We will continue to reduce cost in order to increase the capacity utilization. We hope the solar energy field will continue to grow with the emergence of new markets and the continuing environmental campaigns.

Inventec turns forty years old in 2015, and has now become a huge group that also invests in cloud computing. This great development should be attributed to all our staff’s efforts over the past forty years. Looking forward to the future, in addition to pursuing outstanding growth, our operating team will actively face the challenges in the environment by working on enterprise innovation, expanding business scale, upgrading financial management, and practicing social responsibility. We hope this will work well to create the most value to all stockholders.

Best regards,

Chairman: Lee, Tsu-Chin

General Manager: Huang, Kuo-Chun Accounting Officer : Yu, Chin-Pao

Appendix 2

Supervisors' Review Report

Date:Apr. 30, 2015

The Board of Directors has prepared and submitted to us the Company’s 2014 financial statements which have been audited and certified by Chen Ying Ju and Yang Liu Fong of KPMG Certified Public Accountants, along with Company's business report and earnings distribution proposals. We, the Supervisors, have duly examined the same as correct and accurate. We hereby report to the 2015 Annual General Shareholders Meeting in accordance with Article 219 of the Company Act for your review.

Inventec Corporation

Supervisor : Wang, Ping-Hui

Supervisor : Cheng, Hsien-Ho

Supervisor : Shyh Shiunn Investment Corp. (Representative :Yang, Cyong-Nan)

Appendix 3

Inventec Corporation

Codes of Ethical Conduct

Article 1

The guidelines are adopted for the purpose of encouraging the directors, supervisors, and managerial officers (including general managers or their equivalents, assistant general managers or their equivalents, deputy assistant general managers or their equivalents, chief financial and chief accounting officers, and other persons authorized to manage affairs and sign documents on behalf of a company) to act in line with ethical standards, and to help interested parties better understand the ethical standards. The Codes of Ethical Conduct was thereby established and shall be duly followed.

Article 2

It may develop respective codes of ethical conduct for different managerial officers.

Article 3 Prevention of conflicts of interest:

Conflicts of interest occur when personal interest intervenes or is likely to intervene in the overall interest of the company, as for example when a director, supervisor, or managerial officer of the company is unable to perform their duties in an objective and efficient manner, or when a person in such a position takes advantage of their position in the company to obtain improper benefits for either themselves or their spouse, parents, children, or relatives within the second degree of kinship. The company shall pay special attention to loans of funds, provisions of guarantees, and major asset transactions or the purchase (or sale) of goods involving the affiliated enterprise at which a director, supervisor, or managerial officer works. The company shall establish a policy aimed at preventing conflicts of interest, and shall offer appropriate means for directors, supervisors, and managerial officers to voluntarily explain whether there is any potential conflict between them and the company.

Article 4 Minimizing incentives to pursue personal gain:

The company shall prevent its directors, supervisors, or managerial officers from engaging in any of the following activities: (1) Seeking an opportunity to pursue personal gain by using company property or information or taking advantage of their positions. (2) Obtaining personal gain by using company property or information or taking advantage of their positions. (3) Competing with the company. When the company has an opportunity for profit, it is the responsibility of the directors, supervisors, and managerial officers to maximize the reasonable and proper benefits that can by obtained by the company.

Article 5 Confidentiality:

The directors, supervisors, and managerial officers of the company shall be bound by the obligation to maintain the confidentiality of any information regarding the company itself or its suppliers and customers, except when authorized or required by law to disclose such information. Confidential information includes any undisclosed information that, if exploited by a competitor or disclosed, could result in damage to the company or the suppliers and customers.

Article 6 Fair trade:

The directors, supervisors, and managerial officers shall treat all suppliers and customers, competitors, and employees fairly, and may not obtain improper benefits through manipulation, nondisclosure, or misuse of the information learned by virtue of their positions, or through misrepresentation of important matters, or through other unfair trading practices. Article 7 Safeguarding and proper use of company assets:

All directors, supervisors, and managerial officers have the responsibility to safeguard company assets and to ensure that they can be effectively and lawfully used for official business purposes; any theft, negligence in care, or waste of the assets will all directly impact the company's profitability.

Article 8 Legal compliance:

The company shall strengthen its compliance with the Securities and Exchange Act and other applicable laws, regulations, and by laws.

Article 9 Encouraging reporting on illegal or unethical activities:

The company shall raise awareness of ethics internally and encourage employees to report to a company supervisor, managerial officer, chief internal auditor, or other appropriate individual upon suspicion or discovery of any activity in violation of a law or regulation or the code of ethical conduct. To encourage employees to report illegal conduct, it is advisable that the company adopt a concrete whistle-blowing system for such reporting and make employees aware that the company will use its best efforts to ensure the safety of informants and protect them from reprisals.

Article 10 Disciplinary measures:

When a director, supervisor, or managerial officer violates the code of ethical conduct, the company shall handle the matter in accordance with the disciplinary measures prescribed in the code, and shall without delay disclose on the MOPS the date of the violation, reasons for the violation, the provisions of the code violated, and the disciplinary actions taken. It is advisable that the company establish a relevant complaint system to provide the violator with remedies.

Article 11 Procedures for exemption

The code of ethical conduct adopted by a company must require that any exemption for directors, supervisors, or managerial officers from compliance with the code be adopted by a resolution of the board of directors, and that information on the date on which the board of directors adopted the resolution for exemption, an independent director objects to or expresses reservations about any matter and the period of, reasons for, and principles behind the application of the exemption be disclosed without delay on the MOPS, in order that the shareholders may evaluate the appropriateness of the board resolution to forestall any arbitrary or dubious exemption from the code, and to safeguard the interests of the company by ensuring appropriate mechanisms for controlling any circumstance under which such an exemption occurs.

Article 12 Method of disclosure

The company shall disclose the code of ethical conduct it has adopted, and any amendments to it, on the company websites, in its annual reports and prospectuses and on the MOPS.

Article 13 Enforcement

The company's code of ethical conduct shall enter into force after it has been adopted by the board of directors, delivered to each supervisor, and submitted to a shareholders meeting. The board of directors may be authorized to adopt, by resolution, any future amendments to these Rules.

(The Codes were amended on Feb. 25th, 2015.)

Appendix 4 Inventec Corporation Ethical Corporate Management Best Practice Principles

Article 1

These Principles are adopted to foster a corporate culture of ethical management and sound development, and in accordance with Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and relevant laws and regulations.

In accordance with these Principles, adopt its own ethical corporate management best practice principles applicable to its business groups and organizations of the company, which comprise its subsidiaries, any foundation to which the company's direct or indirect contribution of funds exceeds 50 percent of the total funds received, and other institutions or juridical persons which are substantially controlled by the company ("business group").

Article 2

When engaging in commercial activities, directors, supervisors, managers, employees, and mandataries of the company or persons having substantial control over the company ("substantial controllers") shall not directly or indirectly offer, promise to offer, request or accept any improper benefits, nor commit unethical acts including breach of ethics, illegal acts, or breach of fiduciary duty ("unethical conduct") for purposes of acquiring or maintaining benefits.

Parties referred to in the preceding paragraph include civil servants, political candidates, political parties or members of political parties, state-run or private-owned businesses or institutions, and their directors, supervisors, managers, employees or substantial controllers or other stakeholders.

Article 3

"Benefits" in these Principles means any valuable things, including money, endowments, commissions, positions, services, preferential treatment or rebates of any type or in any name. Benefits received or given occasionally in accordance with accepted social customs and that do not adversely affect specific rights and obligations shall be excluded.

Article 4

The company shall comply with the Company Act, Securities and Exchange Act, Business Entity Accounting Act, Political Donations Act, Anti-Corruption Statute, Government Procurement Act, Act on Recusal of Public Servants Due to Conflicts of Interest, TWSE/GTSM listing rules, or other laws or regulations regarding commercial activities, as the underlying basic premise to facilitate ethical corporate management.

Article 5

The company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development.

Article 6

The ethical management policy clearly and thoroughly prescribe the specific ethical management practices and the programs in “The Global Employee Standards of Conduct” to forestall unethical conduct ("prevention programs"), including operational procedures, guidelines, and training.

When establishing the prevention programs, the company shall comply with relevant laws and regulations of the territory where the companies and our business group are operating. In the course of developing the prevention programs, the company are advised to negotiate with staff, labor unions members, important trading counterparties, or other stakeholders.

Article 7

When establishing the prevention programs, the company shall analyze which business activities within the business scope which are possibly at a higher risk of being involved in an unethical conduct, and strengthen the preventive measures.

The prevention programs adopted by the company shall at least include preventive measures against the following:

Offering and acceptance of bribes.
Illegal political donations.
Improper charitable donations or sponsorship.
Offering or acceptance of unreasonable presents or hospitality, or other improper benefits.
Misappropriation of trade secrets and infringement of trademark rights, patent rights, copyrights, and other intellectual property rights.
Engaging in unfair competitive practices.
Damage directly or indirectly caused to the rights or interests, health, or safety of consumers or other stakeholders in the course of research and development, procurement, manufacture, provision, or sale of products and services.

Article 8

The company and the respective business group shall clearly specify in our rules and external documents the ethical corporate management policies and the commitment by the board of directors and the management on rigorous and thorough implementation of the ethical management policy, and shall carry out the policies in internal management and in commercial activities.

Article 9

The company shall engage in commercial activities in a fair and transparent manner based on the principle of ethical management.

Prior to any commercial transactions, the company shall take into consideration the legality of our agents, suppliers, clients, or other trading counterparties and whether any of them are involved in unethical conduct, and shall avoid any dealings with persons so involved.

When entering into contracts with the agents, suppliers, clients, or other trading counterparties, the company shall include in such contracts terms requiring compliance with ethical corporate management policy and that in the event the trading counterparties are involved in unethical conduct, the company may at any time terminate or rescind the contracts.

Article 10

When conducting business, the company and our directors, supervisors, managers, employees, mandataries, and substantial controllers, may not directly or indirectly offer, promise to offer, request, or accept any improper benefits in whatever form to or from clients, agents, contractors, suppliers, public servants, or other stakeholders.

Article 11

When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, the company and the directors, supervisors,

managers, employees, mandataries, and substantial controllers, shall comply with the Political Donations Act and the relevant internal operational procedures, and shall not make such donations in exchange for commercial gains or business advantages.

Article 12

When making or offering donations and sponsorship, the company and our directors, supervisors, managers, employees , mandataries, and substantial controllers shall comply with relevant laws and regulations and internal operational procedures, and shall not surreptitiously engage in bribery.

Article 13

The company and the directors, supervisors, managers, employees, mandataries, and substantial controllers shall not directly or indirectly offer or accept any unreasonable presents, hospitality or other improper benefits to establish business relationship or influence commercial transactions.

Article 14

The company and the directors, supervisors, managers, employees, mandataries, and substantial controllers shall observe applicable laws and regulations, the company's internal operational procedures, and contractual provisions concerning intellectual property, and may not use, disclose, dispose, or damage intellectual property or otherwise infringe intellectual property rights without the prior consent of the intellectual property rights holder.

Article 15

The company shall engage in business activities in accordance with applicable competition laws and regulations, and may not fix prices, make rigged bids, establish output restrictions or quotas, or share or divide markets by allocating customers, suppliers, territories, or lines of commerce.

Article 16

In the course of research and development, procurement, manufacture, provision, or sale of products and services, the company and the directors, supervisors, managers, employees, mandataries, and substantial controllers shall observe applicable laws and regulations and international standards to ensure the transparency of information about, and safety of, the products and services. The company shall also adopt and publish a policy on the protection of the rights and interests of consumers or other stakeholders, and carry out the policy in the operations, with a view to preventing the products and services from directly or indirectly damaging the rights and interests, health, and safety of consumers or other stakeholders. Where there are sufficient facts to determine that the company's products or services are likely to pose any hazard to the safety and health of consumers or other stakeholders, the company shall, in principle, recall those products or suspend the services immediately.

Article 17

The directors, supervisors, managers, employees, mandataries, and substantial controllers of the company shall exercise the due care of good administrators to urge the company to prevent unethical conduct, always review the results of the preventive measures and continually make adjustments so as to ensure thorough implementation of its ethical corporate management policies.

To achieve sound ethical corporate management, the company establishes a dedicated unit, audit center that is under the board of directors and responsible for establishing and

supervising the implementation of the ethical corporate management policies and prevention programs. The dedicated unit shall be in charge of the following matters, and shall report to the board of directors on a regular basis:

Assisting in incorporating ethics and moral values into the company's business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations.
Adopting programs to prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to the company's operations and business.
Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct.
Promoting and coordinating awareness and educational activities with respect to ethics policy.
Developing a whistle-blowing system and ensuring its operating effectiveness.
Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.

Article 18

The company and the directors, supervisors, managers, employees, mandataries, and substantial controllers shall comply with laws and regulations and the prevention programs when conducting business.

Article 19

The company shall adopt policies for preventing conflicts of interest to identify, monitor, and manage risks possibly resulting from unethical conduct, and shall also offer appropriate means for directors, supervisors, managers, and other stakeholders attending or present at board meetings to voluntarily explain whether their interests would potentially conflict with those of the company.

When a proposal at a given board of directors meeting concerns the personal interest of, or the interest of the juristic person represented by, any of the directors, supervisors, managers, and other stakeholders attending or present at board meetings of the company, the concerned person shall state the important aspects of the relationship of interest at the given board meeting. If his or her participation is likely to prejudice the interest of the company, the concerned person may not participate in discussion of or voting on the proposal and shall recuse himself or herself from the discussion or the voting, and may not exercise voting rights as proxy for another director. The directors shall practice self-discipline and must not support one another in improper dealings.

The companys' directors, supervisors, managers, employees, mandataries, and substantial controllers shall not take advantage of their positions or influence in the companies to obtain improper benefits for themselves, their spouses, parents, children or any other person.

Article 20

The company shall establish effective accounting systems and internal control systems for business activities possibly at a higher risk of being involved in an unethical conduct, not have under-the-table accounts or keep secret accounts, and conduct reviews regularly so as to ensure that the design and enforcement of the systems are showing results.

The internal audit unit of a the company shall periodically examine the company's compliance with the foregoing systems and prepare audit reports and submit the same to the board of directors. The internal audit unit may engage a certified public accountant to carry out the audit, and may engage professionals to assist if necessary.

Article 21

The company shall establish operational procedures and guidelines in accordance with Article 6 hereof to guide directors, supervisors, managers, employees, and substantial controllers on how to conduct business. The procedures and guidelines should at least contain the following matters:

Standards for determining whether improper benefits have been offered or accepted.
Procedures for offering legitimate political donations.
Procedures and the standard rates for offering charitable donations or sponsorship.
Rules for avoiding work-related conflicts of interests and how they should be reported and handled.
Rules for keeping confidential trade secrets and sensitive business information obtained in the ordinary course of business.
Regulations and procedures for dealing with suppliers, clients and business transaction counterparties suspected of unethical conduct.
Handling procedures for violations of these Principles.
Disciplinary measures on offenders.

Article 22

The chairman, general manager, or senior management of the company shall communicate the importance of corporate ethics to its directors, employees, and mandataries on a regular basis. The company shall periodically organize training and awareness programs for directors, supervisors, managers, employees, mandataries, and substantial controllers and invite the companies' commercial transaction counterparties so they understand the companies' resolve to implement ethical corporate management, the related policies, prevention programs and the consequences of committing unethical conduct.

The company shall apply the policies of ethical corporate management when creating its employee performance appraisal system and human resource policies to establish a clear and effective reward and discipline system.

Article 23

The company shall adopt a concrete whistle-blowing system and scrupulously operate the system. The whistle-blowing system shall include at least the following:

An independent mailbox or hotline, either internally established and publicly announced or provided by an independent external institution, to allow company insiders and outsiders to submit reports.
Dedicated personnel or unit appointed to handle whistle-blowing system. Any tip involving a director or senior manager shall be reported to the independent directors or supervisors. Categories of reported misconduct shall be delineated and standard operating procedures for the investigation of each shall be adopted.
Documentation of case acceptance, investigation processes, investigation results, and relevant documents.
Confidentiality of the identity of whistle-blowers and the content of reported cases.
Measures for protecting whistle-blowers from inappropriate disciplinary actions due to our whistle-blowing.
Whistle-blowing incentive measures.

When material misconduct or likelihood of material impairment to the company comes to our awareness upon investigation, the dedicated personnel or unit handling the whistle-blowing system shall immediately prepare a report and notify the independent directors or supervisors in written form.

Article 24

The company shall adopt and publish a well-defined disciplinary and appeal system for handling violations of the ethical corporate management rules, and shall make immediate disclosure on the company's internal website of the title and name of the violator, the date and details of the violation, and the actions taken in response.

Article 25

The company shall collect quantitative data about the promotion of ethical management and continuously analyze and assess the effectiveness of the promotion of ethical management policy. The company shall also disclose the measures taken for implementing ethical corporate management, the status of implementation, the foregoing quantitative data, and the effectiveness of promotion on the company websites, annual reports, and prospectuses, and shall disclose the ethical corporate management best practice principles on the MOPS.

Article 26

The company shall at all times monitor the development of relevant local and international regulations concerning ethical corporate management and encourage the directors, supervisors, managers, and employees to make suggestions, based on which the adopted ethical corporate management policies and measures taken will be reviewed and improved with a view to achieving better implementation of ethical management.

Article 27

The ethical corporate management best practice principles of the company shall be implemented after the board of directors grants the approval, and shall be sent to the supervisors and reported at a shareholders' meeting. The board of directors may be authorized to adopt, by resolution, any future amendments to these Rules.

When the ethical corporate management best practice principles are submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting. An independent director that cannot attend the board meeting in person to express objection or reservations shall provide a written opinion before the board meeting, unless there is some legitimate reason to do otherwise, and the opinion shall be specified in the minutes of the board of directors meeting.

The provisions regarding supervisors in these Principles shall apply mutatis mutandis to the audit committee.

(The Codes were amended on Feb. 25th, 2015.)

Appendix 5 Independent Auditors’ Report and Individual Financial Statements for Year 2014

Independent Auditors’ Report

The Board of Directors of Inventec Corporation：

We have audited the accompanying balance sheets of Inventec Corporation (the "Company") as of December 31, 2014, and 2013, and the related statements of comprehensive income, changes in equity and 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 investees accounted for under the equity method, in which the Company's long term equity investments amounted to $22,083,104 thousand and $17,188,042 thousand, representing 14.41% and 8.73% of total assets as of December 31, 2014 and 2013, respectively, and related investment income was $976,579 thousand and $1,145,500 thousand, representing 11.14% and 13.38% of net income before tax for the years ended December 31, 2014 and 2013, respectively. The financial statements of these investees accounted for under the equity method were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts for these companies, were based solely on the reports of other auditors.

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

In our opinion, based on our audits and the reports of other auditors, the accompanying financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the years then ended, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

KPMG CPA：Chen, Ying-Ru Yang, Leou-Fong Taipei, Taiwan, R.O.C. March 24, 2015

(English Translation of Financial Report Originally Issued in Chinese) INVENTEC CORPORATION

Balance Sheets

December 31, 2014 and 2013

(Amounts Expressed in Thousands of New Taiwan Dollars)

2014.12.31	2014.12.31	2013.12.31 Amount % 10,226,733 5 2,243 - 50,502 - 53,121,097 27 55,333,227 28 815,190 - 3,902,910 2 - - 1,312,729 1 1,735,547 1
109,949,533 72
457,501 - 292,246 - 35,739,723 23 5,820,213 4 86,258 - 895,745 1
	93,810,253 61	126,500,178 64
	- - 956,962 1 895,966 -	14,178,750 7 981,353 1 447,560 -
	1,852,928 1	15,607,663 8
43,291,686 28	95,663,181 62	142,107,841 72
	35,874,751 23 2,920,718 2 7,644,271 5 8,129,064 6 3,009,234 2	35,874,751 18 2,895,677 2 6,936,854 3 7,488,577 4 1,641,264 1
	57,578,038 38	54,837,123 28
$ 153,241,219 100	$ 153,241,219 100	196,944,964 100

Please refer to financial statements.

(English Translation of Financial Report Originally Issued in Chinese) INVENTEC CORPORATION

Statements of Comprehensive Income

For the Years Ended December 31, 2014 and 2013

(Amounts Expressed in Thousands of New Taiwan Dollars)

2014	% 100 96	2013	% 100 96
Amount $ 330,784,531 317,437,573		Amount 369,228,630 354,104,302
13,346,958 12,315 16,869	4 - -	15,124,328 16,869 18,944	4 - -
13,351,512	4	15,126,403	4
2,090,611 2,015,209 4,774,060	1 1 1	1,693,795 1,988,146 4,778,005	- 1 1
8,879,880	3	8,459,946	2
4,471,632	1	6,666,457	2
29,625 1,690,269 (274,464) 2,847,851	- 1 - 1	24,293 730,678 (218,375) 1,358,389	- - - -
4,293,281	2	1,894,985	-
8,764,913 1,667,098	3 1	8,561,442 1,487,270	2 -
7,097,815	2	7,074,172	2
43,034 872 11,252 1,304,774 1,913	- - - - -	670,037 (203,109) (13,687) 482,212 (2,327)	- - - - -
1,358,019	-	937,780	-
$ 8,455,834	2	8,011,952	2
$	1.98		1.97
$	1.96		1.96

Please refer to financial statements.

(English Translation of Financial Report Originally Issued in Chinese) INVENTEC CORPORATION

Statements of Changes in Equity

For the Years Ended December 31, 2014 and 2013

(Amounts Expressed in Thousands of New Taiwan Dollars)

Capital Stock	Capital Surplus	Retained	Earnings	Other Equity Interest	Other Equity Interest	Total Equity 49,757,813 7,074,172 937,780
				Exchange Differences on Translation of Foreign Financial Statements	Unrealized Gains (Losses) on Available-for-Sale Financial Assets
Share Capital		Legal Reserve	Unappropriated Retained Earnings
$ 35,874,751 - -	2,927,057 - -	6,615,398 - -	3,631,076 7,074,172 6,047	378,056 - 1,117,053	331,475 - (185,320)
-	-	-	7,080,219	1,117,053	(185,320)	8,011,952
- - -	- - (31,380)	321,456 - -	(321,456) (2,869,980) (31,282)	- - -	- - -	- (2,869,980) (62,662)
35,874,751 - -	2,895,677 - -	6,936,854 - -	7,488,577 7,097,815 (9,951)	1,495,109 - 1,373,853	146,155 - (5,883)	54,837,123 7,097,815 1,358,019
-	-	-	7,087,864	1,373,853	(5,883)	8,455,834
- - -	- - 25,041	707,417 - -	(707,417) (5,739,960) -	- - -	- - -	- (5,739,960) 25,041
$ 35,874,751	2,920,718	7,644,271	8,129,064	2,868,962	140,272	57,578,038

Note 1:Emoluments to directors amounted to $57,862 and bonuses to employees amounted to $202,517 were charged against earnings.

Note 2:Emoluments to directors amounted to $127,335 and bonuses to employees amounted to $445,673 were charged against earnings.

Please refer to financial statements.

(English Translation of Financial Report Originally Issued in Chinese) INVENTEC CORPORATION

Statements of Cash Flows

For the Years Ended December 31, 2014 and 2013

(Amounts Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities： Profit before income tax Adjustments to reconcile profit before income tax to net cash provided by operating activities： Depreciation expense Amortization expense Provision (reversal of provision) for bad debt expense Interest expense Interest income Share of loss (profit) of associates and joint ventures accounted for using equity method Gain on disposal of property, plant, and equipment (Loss) gain on disposal of investments Impairment loss on financial assets Impairment loss on non-financial assets Total adjustments to reconcile profit (loss) Change in operating assets and liabilities： Change in operating assets： Increase in financial assets held for trading Increase in accounts receivable Decrease (increase) in other receivables (Increase) decrease in inventories Decrease in other current assets Total changes in operating assets Changes in operating liabilities： Increase (decrease) in financial liabilities held for trading Decrease in notes payable (Decrease) increase in accounts payable Increase in other payables Increase in other current liabilities Decrease in accrued pension liabilities Increase in deferred income Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow (outflow) generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash provided by (used in) operating activities	2014 $ 8,764,913 277,497 899,696 20,375 274,464 (29,625) (2,847,851) (2,871) 1,212 87,021 12,307	2013 8,561,442 305,352 839,158 (1,815) 218,375 (24,293) (1,358,389) (1,886) (34,678) 250,000 - 191,824 (44,066) (8,797,346) (50,132,260) 398,970 109,595 (58,465,107) (2,130) (26,238) 43,775,106 1,042,896 324,162 (22,376) 194,408 45,285,828 (13,179,279) (12,987,455) (4,426,013) 24,202 316,373 (213,248) (845,241) (5,143,927)
	(1,307,775)
	(17,239) (1,901,314) 47,155,765 (141,228) 75,147
	45,171,131
	14,852 (26,239) (46,374,021) 1,381,497 898,654 (13,139) 518,880
	(43,599,516)
	1,571,615
	263,840
	9,028,753 28,218 496,000 (281,678) (1,135,483)
	8,135,810

Please refer to financial statements.

(English Translation of Financial Report Originally Issued in Chinese) INVENTEC CORPORATION

Statements of Cash Flows

For the Years Ended December 31, 2014 and 2013

(Amounts Expressed in Thousands of New Taiwan Dollars)

Cash flows from investing activities： Proceeds from capital reduction of available-for-sale financial assets Proceeds from disposal of subsidiaries Acquisition of financial assets at cost Acquisition of investments accounted for using equity method Proceeds from capital reduction of investments accounted for using equity method Acqucition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Increase in other non-current assets Net cash used in investing activities Cash flows from financing activities： (Decrease) increase in short-term borrowings Proceeds from long-term borrowings Decrease in other non-current liabilities Cash dividends paid Net cash (used in) provided by financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2014 6,650 - (123,200) (50,940) - (88,628) 19,199 (374,603) (301,533)	2013 15,000 79,202 - (1,883,223) 37,293 (207,882) 1,011 (293,079) (569,301) (2,820,979) 8,640,494 3,311,250 (755,022) (2,869,980) 8,326,742 361,836 6,441,407 6,803,243
	(913,055)
	(4,172,234) 850,250 (4,554) (5,739,960)
	(9,066,498)
	(1,843,743) 6,803,243
	$ 4,959,500

Please refer to financial statements.

Appendix 6 Independent Auditors’ Report and Consolidated Financial Statements for Year 2014

Independent Auditors’ Report

The Board of Directors of Inventec Corporation：

We have audited the accompanying consolidated balance sheets of Inventec Corporation and its subsidiaries (the "Group") as of December 31, 2014 and 2013, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended. These financial statements are the responsibility of the Group's management. Our responsibility is to express an audit report based on our audits. We did not audit the financial statements of certain consolidated subsidiaries with the total assets of $72,686,249 thousand, $64,693,938 thousand, representing 37% and 30% of the consolidated total assets as of December 31, 2014 and 2013, respectively; and the net sales of $82,918,862 thousand and $82,193,888 thousand, representing 19% and 18% of the consolidated net sales for the years ended December 31, 2014 and 2013, respectively. Also, we did not audit the long term investments of other companies which amounted to $(542,888) thousand, $(556,665) thousand, representing (0.28)%, (0.26)% of the consolidated total assets as of December 31, 2014 and 2013, respectively; and the related investment income of $44,090 thousand and $1,786 thousand, representing 0.45% and 0.02% of the consolidated net income before tax for the years ended December 31, 2014 and 2013, respectively. The financial statements of these subsidiaries and investees accounted for under the equity method were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts for these companies, were based solely on the reports of other auditors.

We conducted our audits in accordance with the "Regulation Governing Auditing and Certification of Financial Statements by Certified Public Accountants" and the auditing standards generally accepted in the Republic of China. Those regulations and standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit 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 report of other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audit and the reports of other auditors, the accompanying consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Consolidated Company as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the years then ended, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and SIC Interpretations as endorsed by the Financial Supervisory Commission.

We have also audited the non consolidated financial statements of the Company as of and for the years ended December 31, 2014 and 2013, and have issued modified unqualified audit report thereon.

KPMG CPA：Chen, Ying-Ru Yang, Leou-Fong Taipei, Taiwan, R.O.C. March 24, 2015

(English Translation of Financial Report Originally Issued in Chinese)

INVENTEC CORPORATION AND ITS SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2014 and 2013

(Amounts Expressed in Thousands of New Taiwan Dollars)

2014.12.31	2014.12.31	2013.12.31 Amount % 24,413,577 12 104,699 - 50,502 - 89,604,525 42 4,813,313 2 1,882,321 1 9,298,533 4 - - 2,916,279 1 2,128,498 1
151,098,840 77
457,501 - 533,751 - - - 613,137 - 35,073,036 18 590,080 - 901,392 1 6,433,992 4
	126,668,060 64	135,212,247 63
	1,005,492 1 1,014,760 1 2,590,627 1	14,242,686 7 1,056,142 - 1,847,873 1
	4,610,879 3	17,146,701 8
	131,278,939 67	152,358,948 71
	35,874,751 18 2,920,718 1 15,773,335 8 3,009,234 2	35,874,751 17 2,895,677 1 14,425,431 7 1,641,264 1
44,602,889 23
	57,578,038 29	54,837,123 26
	6,844,752 4	6,975,065 3
	64,422,790 33	61,812,188 29
$ 195,701,729 100	$ 195,701,729 100	214,171,136 100

Please refer to consolidated financial statements.

(English Translation of Financial Report Originally Issued in Chinese)

INVENTEC CORPORATION AND ITS SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2014 and 2013

(Amounts Expressed in Thousands of New Taiwan Dollars)

2014	% 100 95	2013
Amount $ 435,599,968 412,251,630		Amount 461,091,703 438,283,233
23,348,338	5	22,808,470
2,926,456 4,800,839 8,511,964	- 1 2	2,558,917 4,580,862 8,156,825
16,239,259	3	15,296,604
7,109,079	2	7,511,866
2,864,110 1,015,376 (1,251,417) (56,450)	- - - -	1,483,583 870,882 (661,981) (280,024)
2,571,619	-	1,412,460
9,680,698 3,015,137	2 -	8,924,326 2,714,888
6,665,561	2	6,209,438
1,472,514 32 (6,610) 1,836 107,946	- - - - -	1,094,159 (184,289) 6,521 9,908 1,136
1,359,826	-	925,163
$ 8,025,387	2	7,134,601
$ 7,097,815 (432,254)	2 -	7,074,172 (864,734)
$ 6,665,561	2	6,209,438
$ 8,455,834 (430,447)	2 -	8,011,952 (877,351)
$ 8,025,387	2	7,134,601
$	1.98
$	1.96

Please refer to consolidated financial statements.

(English Translation of Financial Report Originally Issued in Chinese)

INVENTEC CORPORATION AND ITS SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the Years Ended December 31, 2014 and 2013

(Amounts Expressed in Thousands of New Taiwan Dollars)

		Equity Attributable to Owners of Parent	Equity Attributable to Owners of Parent	Equity Attributable to Owners of Parent	Equity Attributable to Owners of Parent		Non-Controlling Interests	Total Equity 55,532,340 6,209,438 925,163
Capital Stock	Capital Surplus	Retained	Earnings	Other Equity Interest		Total Equity Attributable to Owners of Parent
				Exchange Differences on Translation of Foreign Financial Statements	Unrealized Gains (Losses) on Available-for-Sale Financial Assets
Share Capital		Legal Reserve	Unappropriated Retained Earnings
$ 35,874,751 - -	2,927,057 - -	6,615,398 - -	3,631,076 7,074,172 6,047	378,056 - 1,117,053	331,475 - (185,320)	49,757,813 7,074,172 937,780	5,774,527 (864,734) (12,617)
-	-	-	7,080,219	1,117,053	(185,320)	8,011,952	(877,351)	7,134,601
- - - -	- - - (31,380)	321,456 - - -	(321,456) (2,869,980) - (31,282)	- - - -	- - - -	- (2,869,980) - (62,662)	- - 2,007,418 70,471	- (2,869,980) 2,007,418 7,809
35,874,751 - -	2,895,677 - -	6,936,854 - -	7,488,577 7,097,815 (9,951)	1,495,109 - 1,373,853	146,155 - (5,883)	54,837,123 7,097,815 1,358,019	6,975,065 (432,254) 1,807	61,812,188 6,665,561 1,359,826
-	-	-	7,087,864	1,373,853	(5,883)	8,455,834	(430,447)	8,025,387
- - - -	- - - 25,041	707,417 - - -	(707,417) (5,739,960) - -	- - - -	- - - -	- (5,739,960) - 25,041	- - 294,973 5,161	- (5,739,960) 294,973 30,202
$ 35,874,751	2,920,718	7,644,271	8,129,064	2,868,962	140,272	57,578,038	6,844,752	64,422,790

Please refer to consolidated financial statements.

(English Translation of Financial Report Originally Issued in Chinese)

INVENTEC CORPORATION AND ITS SUBSIDIARIES

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2014 and 2013

(Amounts Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities： Profit before income tax Adjustments to reconcile profit before income tax to net cash provided by operating activities： Depreciation expense Amortization expense Provision for bad debt expense Interest expense Interest income Share-based payments Share of loss of associates and joint ventures accounted for using equity method Loss (Gain) on disposal of property, plant, equipment and inventory property Gain on disposal of investments Impairment loss on financial assets Impairment loss on non-financial assets Others Total adjustments to reconcile profit Change in operating assets and liabilities： Change in operating assets： Increase in financial assets held for trading Decrease (increase) in accounts receivable (Increase) decrease in other receivables Decrease (increase) in inventories (Increase) decrease in other current assets Total changes in operating assets Changes in operating liabilities： (Decrease) increase in financial liabilities held for trading Decrease in notes payable (Decrease) increase in accounts payable Increase in other payables Increase in other current liabilities Decrease in accrued pension liabilities Increase in deferred income Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Interest paid Income taxes paid Net cash provided by operating activities	2014 $ 9,680,698 3,813,990 1,222,212 15,856 1,251,417 (2,864,110) 9,575 56,450 162,409 (383,461) 109,590 1,454,743 (38,264)	2013 8,924,326 3,963,000 1,113,915 9,105 661,981 (1,483,583) 18,183 280,024 (70,755) (250,756) 384,436 1,691,988 (40,531) 6,277,007 (31,237) (3,297,610) 125,498 (2,994,479) 1,320,864 (4,876,964) 94,561 (26,239) 9,808,744 2,077,346 452,245 (88,998) 171,760 12,489,419 7,612,455 13,889,462 22,813,788 876,604 (634,400) (1,948,630) 21,107,362
	4,810,407
	(227,010) 6,006,396 (27,568) 8,914,388 (1,646,819)
	13,019,387
	(64,739) (26,239) (31,253,048) 2,366,838 1,638,197 (30,129) 581,934
	(26,787,186)
	(13,767,799)
	(8,957,392)
	723,306 2,942,046 (944,491) (1,904,967)
	815,894

Please refer to consolidated financial statements.

(English Translation of Financial Report Originally Issued in Chinese)

INVENTEC CORPORATION AND ITS SUBSIDIARIES

Consolidated Statements of Cash Flows (CONT'D)

For the Years Ended December 31, 2014 and 2013

(Amounts Expressed in Thousands of New Taiwan Dollars)

Cash flows from investing activities： 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 repayments of bond investment without active market Acquisition of financial assets at cost Proceeds from financial assets at cost Acquisition of investments accounted for using equity method Proceeds from investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Proceeds from disposal of investment properties Decrease (increase) in other non-current assets Other investing activities Net cash used in investing activities Cash flows from financing activities： (Decrease) increase in short-term borrowings Repayments of bonds Proceeds from long-term borrowings Repayments of long-term borrowings Decrease in other payables- related parties Increase (decrease) in other non-current liabilities Cash dividends paid Change in non-controlling interests Net cash (used in) provided by financing activities Effect of exchange rate changes on cash and cash equivalents Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year	2014 (33,777,739) 29,491,624 6,650 208,740 (144,403) 1,268 (939) 67,329 (4,781,393) 93,680 (378,368) - 438,857 -	2013 (24,049,791) 21,373,540 15,000 360,000 - - - - (3,013,220) 62,711 (296,392) 110,611 (1,317,501) (329,090) (7,084,132) 4,198,824 (6,830) 3,311,250 (484,000) (1,010,415) (713,934) (2,869,980) 2,230,899 4,655,814 2,050,013 20,729,057 36,203,613 56,932,670
	(8,774,694)
	(9,035,069) - 1,982,345 - - 19,090 (5,739,960) 19,175
	(12,754,419)
	1,512,290 (19,200,929) 56,932,670
	$ 37,731,741

Please refer to consolidated financial statements.

Appendix 7

Inventec Corporation Profit Distribution Table

Year 2014

	Unit: NTD`＄`
Items:	Total amount
Beginningretained earnings	1,041,199,567
Less: Actuarial losses	(9,950,287)
Retained earnings after adjustment	1,031,249,280
Add: Net profit after tax	7,097,814,835
Less: 10% legal reserve	(709,781,484)
Distributable netprofit	7,419,282,631
Distributable items: Cash Dividend to shareholders (NT$1.75 per share)	(6,278,081,366)
Unappropriated retained earnings	1,141,201,265
Notes: Compensation of directors and supervisors: Employees’ cash bonus sharing:	127,760,667 447,162,335

Appendix 8

Inventec Corporation Articles of Incorporation

CHAPTER 1. GENERAL PROVISIONS

Article 1

This Company is incorporated under the Company Act, with the name of Inventec Corporation.

Article 2

The business scope of the Company is as following:

1、CC01030 Electric Appliance and Audiovisual Electric Products Manufacturing
2、CC01060 Wired Communication Equipment and Apparatus Manufacturing
3、CC01070 Telecommunication Equipment and Apparatus Manufacturing
4、CC01080 Electronic Parts and Components Manufacturing
5、CC01101 Restrained Telecom Radio Frequency Equipments and Materials Manufacturing.
6、CC01110 Computers and Computing Peripheral Equipments Manufacturing
7、CC01990 Electrical Machinery, Supplies Manufacturing.
8、CE01030 Photographic and Optical Equipment Manufacturing
9、CE01040 Watches and Clocks Manufacturing
10、F113010 Wholesale of Machinery
11、F113020 Wholesale of Household Appliance
12、F119010 Wholesale of Electronic Materials
13、F401010 International Trade
14、F401021 Restrained Telecom Radio Frequency Equipments and Materials Import
15、I301010 Software Design Services
16、I301020 Data Processing Services
17、CB01010 Machinery and Equipment Manufacturing
18、CC01120 Data Storage Media Manufacturing and Duplicating
19、H701010 Residence and Buildings Lease Construction and Development
20、H701020 Industrial Factory Buildings Lease Construction and Development
21、H701040 Specialized Field Construction and Development
22、H703090 Real Estate Commerce
23、H703100 Real Estate Rental and Leasing
24、F108031 Wholesale of Drugs, Medical Goods
25、F208031 Retail sale of Medical Equipments
26、ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

Article 3

The Company may provide guarantee as necessary for the business.

Article 4

The Company has its head office in Taipei City, and the Company may establish branches in and out of this country. The total amount of the investments of the Company by a resolution of the board of directors is not subject to the limit of 40% of its paid-in capital unless the laws provide otherwise.

Article 5

The method of the public announcement of the Company shall be made in accordance with Article 28 of the Company Act.

CHAPTER II. SHARES

Article 6

The authorized capital of the Company is NTD 36,500,000,000, divided into 3,650,000,000 shares, at a par value of NTD 10 per share. The registered capital keeps NTD 200,000,000 divided into 20,000,000 shares provided for exercise of the option of stock option certificates, The shares which have not been issued would be authorized to board of directors to issue in installments.

Article 7

The registered shares of the Company may be made without physical certificates. Nevertheless, the stock of the Company shall be registered with the securities centralized depositary institution.

Article 8

The shareholders of the Company shall fill in the signature card and deliver to the Company or the shares affairs agent of the Company for record, receive dividend and exercise the shareholders' rights.

Article 9

The shareholders of the Company shall conduct shares related affairs or exercise other relevant rights, such as transfer ,pledged, reporting of loss ,inheritance ,gift or change of address, etc. in accordance with the Regulations Governing the Administration of Shareholder Services of Public Companies unless the laws, regulations or securities regulation rules provide otherwise.

Article 10

The shareholders' register shall be closed during 60 days prior to the date of an ordinary shareholders' meeting, 30 days prior to the date of an extraordinary shareholders' meeting, or five days period prior to the record dates for distribution of dividends, bonuses or other benefits of the Company.

CHAPTER III. SHAREHOLDER'S MEETING

Article 11

The Company's shareholders' meeting shall be of two types, ordinary shareholders' meeting and extraordinary shareholders' meeting. Ordinary shareholders' meeting shall be convened once a year, and shall be convened within six months after close of each fiscal year. Extraordinary shareholders' meeting shall be convened when necessary in accordance with the relevant laws and regulations. A notice to convene an ordinary meeting of shareholders shall be given to each shareholder no later than 30 days prior to the scheduled meeting date. Such notice may be publicly announced, provided that for the shareholders who hold less than 1,000 shares.

Article 12

Shareholder may attend the meeting by proxy with the signature or seal by executing a power of attorney printed by the Company stating therein the scope of power authorized to the proxy. The proxy for attending the shareholders' meeting shall be handled in accordance with the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies promulgated by the competent authority.

Article 13

Except those shares for which the voting rights are restricted or excluded as stipulated in Article 179 of the Company Act where there is no voting right for a share, each shareholder of the Company shall have one vote for each share held.

Article 14

Unless otherwise specified in the Company Act, resolutions at a shareholders' meeting shall be adopted by a majority vote of the shareholders present in person, who represent more than one-half of the total number of voting shares. A shareholder who exercises his voting right by way of electronic transmission shall be deemed to have attended the shareholders' meeting in person. Relevant procedures shall be handled in accordance with relevant regulations.

Article 15

Resolutions adopted at a shareholders' meeting shall be recorded in the minutes of the meeting, which shall be affixed with the signature or seal of the chairman of the meeting and shall be made in accordance with Article 183 of the Company Act.

CHAPTER IV. DIRECTORS AND SUPERVISORS

Article 16

The Company shall have seven directors (including two independent directors) and three supervisors. The term of their offices shall be three years. The election shall adopt the candidate nomination system which is conformed to the Article 192-1 of the Company Act, and the shareholders shall elect the directors and supervisors from the list of the nominated candidates and the directors and supervisors may be re-elected for consecutive terms. Independent and non-independent directors shall be elected at the same time but on separate ballots.

In case no election of new directors and supervisors is effected after expiration of the term of office of existing directors and supervisors, the term of office of out-going directors and supervisors shall be extended until the time new directors and supervisors have been elected and assumed their office. However, the competent authority may, ex officio, order the company to elect new directors and supervisors within a given time limit; and if no re-election is effected after expiry of the given time limit, the out-going directors and supervisors shall be discharged from such expiration date.

Total registered shares owned by the directors and supervisors of the Company shall not be less than a specified percentage of the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies stipulated by the competent securities authority subject to Article 26 of the Securities and Exchange Act.

Except where the Competent Authority has granted approval, the following relationships may not exist among more than half of a company's directors:

A spousal relationship.
A familial relationship within the second degree of kinship.

Except where the Competent Authority has granted approval, a company shall have at least one or more supervisors, or one or more supervisors and directors, among whom no relationship under the preceding subparagraphs exists.

Article 17

When one-third of the directors or all supervisors are discharged, a special shareholders' meeting shall be convened by the Board of Directors within 60 days to elect new directors or supervisors to fill the vacancies. The term of office of the newly elected director shall be the same as the remaining term of the predecessor.

Article 18

The board of directors is composed of directors. The Chairman will be elected from among directors by a majority vote at a board meeting at which at least two-thirds of directors are present.

The Chairman shall perform his duties authorized by the Company Act or the resolution of the shareholders' meeting. The Chairman shall conduct the business of the Company in accordance with applicable laws and regulations, these Articles of Incorporation of the Company, the resolutions adopted at shareholders' meetings and resolutions adopted by the Board of Directors.

Article 19

Business policy of the Company and other important matters shall be decided by resolutions adopted by the Board of Directors. Any meeting of Board of Directors shall be convened by the Chairman of the Board of Directors who shall also be the chairman of the meeting, provided that the first meeting of each term of the Board of Directors shall be convened in accordance with Article 203 of the Company Act.

In case the chairman of the board of directors is on leave or absent or can not exercise his power and authority for any cause, the chairman of the board of directors shall designate one of the directors to act on his behalf. A board of directors shall meet at least quarterly. The reasons for calling a board of directors meeting shall be notified to each director and supervisor at least seven days in advance. If the board meeting needs to be convened due to emergency, it may be convened at any time.In order to convene the board meeting, notice may be made by written notice, fax or e-mail.

Article 20

Unless otherwise provided for in the Company Act, resolutions of the board of directors shall be adopted by a majority of the directors at a meeting attended by a majority of the directors. If the directors cannot attend the board meeting for certain reasons, he/she may appoint another director as his/her proxy each time with a power of attorney stating the scope of authority with reference to the subjects to be discussed at the meeting and powers granted; provided that a director may act as the proxy for only one another director. The board meeting may be convened via video conference, and the directors who attend the board meeting via video conference shall be deemed to have attended the meeting in person.

Article 21

Resolutions adopted at the meeting of the Board of Directors shall be recorded in the minutes and signed or sealed by the chairman. The minutes shall be distributed to each director within twenty days after the meeting. The meeting minutes shall record the discussion and

resolution. The minutes shall be well preserved with the attendance book and proxy.

Article 22

Except in performing his functional duties in accordance with the laws, supervisors can be present at the meeting of the board of directors with no right to vote.

Article 23

No matter net income or loss, the Company shall pay remuneration for all directors and supervisors conduct the business of the company.

The remuneration of directors may be determined by taking into account their participation in the Company's business and their contribution value, and industry standards and the board meeting is authorized to resolve the amount of the remuneration

During the term of their offices, the Company may purchase liability insurance for the directors to indemnify the potential liabilities, according to the relevant laws, to be borne by the directors when they perform their duties for the Company.

CHAPTER V. MANAGERS

Article 24

The Company may appoint one general manager and more managerial personnel, such as business general manager, executive assistant general manager, senior assistant general manager and assistant general manager. The appointment, discharge and the remuneration of the managers shall be handled in accordance with Article 29 of the Company Act.

CHAPTER VI. ACCOUNTING

Article 25

At the close of each fiscal year, the board of directors shall prepare the following statements and records and shall forward the same to supervisors for their auditing not later than the 30th day prior to the meeting date of a general meeting of shareholders, and then submit the same to the shareholders' meeting for recognition:

Business Report,
Financial Statements, and
Proposal for distribution of profit or appropriation of losses.

Article 26

If the Company has profit as a result of the yearly accounting closing, the Corporation shall first pay taxes, offset its losses in previous years and set aside a legal capital reserve at 10% of the profits left over, until the accumulated legal capital reserve has equaled the total capital of the Corporation, then set aside special capital reserve in accordance with relevant

laws or regulations or as requested by business, and then set aside not less than 3% of the balance as bonus to Employees and not more than 3% as remuneration in cash to Directors and Supervisors of this Corporation. Any rest balance, added to the accumulated undistributed earnings in previous years, shall be allocated according to shareholders' meeting resolution. This Corporation may issue stock bonuses to employees of an affiliated company meeting the conditions set by the Board of Directors. In consideration of the Company’s capital requirements and long-term investment plans needs to be adopted, if the Company has profit, dividends paid by cash shall not be less than 10% of the total dividends.

ARTICLE VII. SUPPLEMENTARY PROVISIONS

Article 27

If there is any matter not covered herein, the Company Act and the relevant laws and regulations shall govern.

Article 28

This Articles of Incorporation was established on April 15, 1975. The first amendment was made on May 27, 1975. The second amendment was made on November 16, 1976. The third amendment was made on August 25, 1977. The fourth amendment was made on March 1, 1978. The fifth amendment was made on June 8, 1980. The sixth amendment was made on April 28, 1981. The seventh amendment was made on November 20, 1981. The eighth amendment was made on December 13, 1981. The ninth amendment was made on April 22, 1982. The tenth amendment was made on May 7, 1982. The eleventh amendment was made on May 25, 1982. The twelfth amendment was made on June 15, 1982. The thirteenth amendment was made on November 28, 1983. The fourteenth amendment was made on November 12, 1984. The fifteenth amendment was made on July 15, 1986. The sixteenth amendment was made on September 29, 1986. The seventeenth amendment was made on April 15, 1988. The eighteenth amendment was made on August 26, 1988. The nineteenth amendment was made on June 15, 1989. The twentieth amendment was made on December 15, 1989. The twenty-first amendment was made on April 7, 1990. The twenty-second amendment was made on December 11, 1990.

The twenty-third amendment was made on May 18, 1991. The twenty-fourth amendment was made on April 18, 1992. The twenty-fifth amendment was made on April 10, 1993. The twenty-sixth amendment was made on April 9, 1994. The twenty-seventh amendment was made on December 2, 1994. The twenty-eighth amendment was made on April 8, 1995. The twenty-ninth amendment was made on April 13, 1996. The thirtieth amendment was made on July 26, 1996. The thirty-first amendment was made on April 24, 1997. The thirty-second amendment was made on April 28, 1998. The thirty-third amendment was made on April 29, 1999. The thirty-fourth amendment was made on April 24, 2000. The thirty-fifth amendment was made on April 27, 2001. The thirty-sixth amendment was made on May 30, 2002. The thirty-seventh amendment was made on May 30, 2003. The thirty-eighth amendment was made on May 27, 2004. The thirty-ninth amendment was made on June 14, 2005. The forty amendment was made on June 15, 2006. The forty-first amendment was made on June 13, 2007. The forty-second amendment was made on June 13, 2008. The forty-third amendment was made on June 16, 2009. The forty-fourth amendment was made on June 15, 2010. The forty-fifth amendment was made on June 9, 2011. The forty-sixth amendment was made on June 18, 2012. The forty-seventh amendment was made on June 13, 2013. The forty-eighth amendment was made on June 12, 2014.

Appendix 9

Inventec Corporation Rules of Procedure for Shareholders Meetings

(Before Amendments)

Article 1

To establish a strong governance system and sound supervisory capabilities for this Corporation's shareholders meetings, and to strengthen management capabilities, these Rules are adopted pursuant to the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies.

Article 2

The Company’s shareholders meeting shall be convened by the board of directors unless applicable laws and regulations provide otherwise.

The notice to convene a ordinary shareholders’ meeting shall be given to each shareholder no later than 30 days prior to the scheduled meeting date. The notice of the shareholders meeting to be given by an issuer to shareholders who own less than 1,000 shares of nominal stocks may be given in the form on the MOPS no later than 30 days prior to the scheduled meeting date. The notice to convene a extraordinary shareholders’ meeting shall be given to each shareholder no later than 15 days prior to the scheduled meeting date. The notice of the shareholders meeting to be given by an issuer to shareholders who own less than 1,000 shares of nominal stocks may be given in the form on the MOPS no later than 15 days prior to the scheduled meeting date

The cause(s) or subject(s) of a meeting of shareholders to be convened shall be indicated in the individual notice and the public notice to be given to shareholders.

The election or discharge of directors or supervisors, the amendment of this Company’s Articles of Incorporation, the dissolution, merger, or spin-off the Company, or the matters specified in Article 185, paragraph 1 of the Company Law, or Article 26-1 or Article 43-6 of the Securities and Exchange Law shall be listed among the reasons for the meeting, and may not be proposed as extraordinary motions.

Article 3

For each shareholders meeting, a shareholder may appoint a proxy to attend the meeting by providing the proxy form issued by this Corporation and stating the scope of the proxy's authorization.

A shareholder may issue only one proxy form and appoint only one proxy for any given shareholders meeting, and shall deliver the proxy form to this Corporation before 5 days on

the date of the shareholders meeting. When duplicate proxy forms are delivered, the one received earliest shall prevail unless a declaration is made to cancel the previous proxy appointment.

Article 4

The venue for a shareholders meeting shall be the premises of this Corporation, or a place easily accessible to shareholders and suitable for a shareholders meeting. The meeting may begin no earlier than 9 a.m. and no later than 3 p.m. Full consideration shall be given to the opinions of the independent directors with respect to the place and time of the meeting.

Article 5

This Corporation shall specify in its shareholders meeting notices the time during which shareholder attendance registrations will be accepted, the place to register for attendance, and other matters for attention.

The time during which shareholder attendance registrations will be accepted, as stated in the preceding paragraph, shall be at least 30 minutes prior to the time the meeting commences. The place at which attendance registrations are accepted shall be clearly marked and a sufficient number of suitable personnel assigned to handle the registrations.

Shareholders and their proxies (collectively, "shareholders") shall attend shareholders meetings based on attendance cards, sign-in cards, or other certificates of attendance. Solicitors soliciting proxy forms shall also bring identification documents for verification. This Corporation shall furnish the attending shareholders with an attendance book to sign, or attending shareholders may hand in a sign-in card in lieu of signing in.

This Corporation shall furnish attending shareholders with the meeting agenda book, annual report, attendance card, speaker's slips, voting slips, and other meeting materials. Where there is an election of directors or supervisors, pre-printed ballots shall also be furnished.

When the government or a juristic person is a shareholder, it may be represented by more than one representative at a shareholders meeting. When a juristic person is appointed to attend as proxy, it may designate only one person to represent it in the meeting.

Attendance and voting at shareholders meetings shall be calculated based on numbers of shares. The number of shares in attendance shall be calculated according to the shares indicated by the attendance book and sign-in cards handed in plus the number of shares whose voting rights are exercised by correspondence or electronically. With respect to resolutions of shareholders meetings, the number of shares held by a shareholder with no voting rights shall not be calculated as part of the total number of issued shares.

When a shareholder is an interested party in relation to an agenda item, and there is the likelihood that such a relationship would prejudice the interests of this Corporation, that shareholder may not vote on that item, and may not exercise voting rights as proxy for any

other shareholder.

The number of shares for which voting rights may not be exercised under the preceding paragraph shall not be calculated as part of the voting rights represented by attending shareholders.

With the exception of a trust enterprise or a shareholder services agent approved by the competent securities authority, when one person is concurrently appointed as proxy by two or more shareholders, the voting rights represented by that proxy may not exceed 3 percent of the voting rights represented by the total number of issued shares. If that percentage is exceeded, the voting rights in excess of that percentage shall not be included in the calculation.

Article 6

If a shareholders meeting is convened by the board of directors, the meeting agenda shall be set by the board of directors. The meeting shall proceed in the order set by the agenda, which may not be changed without a resolution of the shareholders meeting.

The provisions of the preceding paragraph apply mutatis mutandis to a shareholders meeting convened by a party with the power to convene that is not the board of directors.

The chair may not declare the meeting adjourned prior to completion of deliberation on the meeting agenda of the preceding two paragraphs (including extraordinary motions), except by a resolution of the shareholders meeting. If the chair declares the meeting adjourned in violation of the rules of procedure, the other members of the board of directors shall promptly assist the attending shareholders in electing a new chair in accordance with statutory procedures, by agreement of a majority of the votes represented by the attending shareholders, and then continue the meeting.

Only if the chair adjourns the meeting in violation of these rules and procedures, the shareholders cannot designate any other person as chair and continue the meeting in the same or other place after the meeting is adjourned.

Article 7

If a shareholders meeting is convened by the board of directors, the meeting shall be chaired by the chairman of the board. When the chairman of the board is on leave or for any reason unable to exercise the powers of the chairman, the chairman shall appoint one of the directors to act as chair.

It is advisable that shareholders meetings convened by the board of directors be attended by a majority of the directors.

If a shareholders meeting is convened by a party with power to convene but other than the board of directors, the convening party shall chair the meeting. When there are two or more such convening parties, they shall mutually select a chair from among themselves.

Article 8

The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than 1 hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, a tentative resolution may be adopted pursuant to Article 175, paragraph 1 of the Company Act; all shareholders shall be notified of the tentative resolution and another shareholders meeting shall be convened within 1 month.

When, prior to conclusion of the meeting, the attending shareholders represent a majority of the total number of issued shares, the chair may resubmit the tentative resolution for a vote by the shareholders meeting pursuant to Article 174 of the Company Act.

Article 9

Before speaking, an attending shareholder must specify on a speaker's slip the subject of the speech, his/her shareholder account number (or attendance card number), and account name. The order in which shareholders speak will be set by the chair.

A shareholder in attendance who has submitted a speaker's slip but does not actually speak shall be deemed to have not spoken. When the content of the speech does not correspond to the subject given on the speaker's slip, the spoken content shall prevail. When an attending shareholder is speaking, other shareholders may not speak or interrupt unless they have sought and obtained the consent of the chair and the shareholder that has the floor; the chair shall stop any violation.

Article 10

Except with the consent of the chair, a shareholder may not speak more than twice on the same proposal, and a single speech may not exceed 5 minutes. If the shareholder's speech violates the rules or exceeds the scope of the agenda item, the chair may terminate the speech.

When a juristic person shareholder appoints two or more representatives to attend a shareholders meeting, only one of the representatives so appointed may speak on the same proposal.

After an attending shareholder has spoken, the chair may respond in person or direct relevant personnel to respond.

Article 11

The chair shall allow ample opportunity during the meeting for explanation and discussion of proposals and of amendments or extraordinary motions put forward by the shareholders;

when the chair is of the opinion that a proposal has been discussed sufficiently to put it to a vote, the chair may announce the discussion closed and call for a vote.

Vote monitoring and counting personnel for the voting on a proposal shall be appointed by the chair, provided that all monitoring personnel shall be shareholders of this Corporation. Vote counting for shareholders meeting proposals or elections shall be conducted in public at the place of the shareholders meeting. Immediately after vote counting has been completed, the results of the voting, including the statistical tallies of the numbers of votes, shall be announced on-site at the meeting, and a record made of the vote.

Article 12

A shareholder shall be entitled to one vote for each share held, except when the shares are restricted shares or are deemed non-voting shares. Except as otherwise provided in the Company Act and in this Corporation's articles of incorporation, the passage of a proposal shall require an affirmative vote of a majority of the voting rights represented by the attending.

The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the chair. If there is any objection, the agenda item shall be put to a vote by casting ballots in accordance with the foregoing paragraph.

When there is an amendment or an alternative to a proposal, the chair shall present the amended or alternative proposal together with the original proposal and decide the order in which they will be put to a vote. When any one among them is passed, the other proposals will then be deemed rejected, and no further voting shall be required.

Article 13

When a meeting is in progress, the chair may announce a break based on time considerations. If a force majeure event occurs, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

If the meeting venue is no longer available for continued use and not all of the items (including extraordinary motions) on the meeting agenda have been addressed, the shareholders meeting may adopt a resolution to resume the meeting at another venue.

A resolution may be adopted at a shareholders meeting to defer or resume the meeting within 5 days in accordance with Article 182 of the Company Act.

Article 14

The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately, including the names of those elected

as directors and supervisors and the numbers of votes with which they were elected.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 15

Matters relating to the resolutions of a shareholders meeting shall be recorded in the meeting minutes. The meeting minutes shall be signed or sealed by the chair of the meeting pursuant to Article 183 of the Company Act.

The meeting minutes shall accurately record the year, month, day, and place of the meeting, the chair's full name, the methods by which resolutions were adopted, and a summary of the deliberations and their results, and shall be retained for the duration of the existence of this Corporation.

“There is no objection from any shareholders after solicitation by the chair and the resolution is passed” shall be recorded in the minutes if no objection is voiced after solicitation by the chair before an agenda item is put to a vote, the number of approval votes cast and the percentage of the approval votes as to total votes shall be recorded in the minutes.

Article 16

On the day of a shareholders meeting, this Corporation shall compile in the prescribed format a statistical statement of the number of shares obtained by solicitors through solicitation and the number of shares represented by proxies, and shall make an express disclosure of the same at the place of the shareholders meeting.

If matters put to a resolution at a shareholders meeting constitute material information under applicable laws or regulations or under Taiwan Stock Exchange Corporation regulations, this Corporation shall upload the content of such resolution to the MOPS within the prescribed time period.

Article 17

This Corporation may appoint its attorneys, certified public accountants, or related persons retained by it to attend a shareholders meeting in a non-voting capacity.

Article 18

Staff handling administrative affairs of a shareholders meeting shall wear identification cards or arm bands.

The chair may direct the proctors or security personnel to help maintain order at the meeting place. When proctors or security personnel help maintain order at the meeting place, they

shall wear an identification card or armband bearing the word "Proctor."

At the place of a shareholders meeting, if a shareholder attempts to speak through any device other than the public address equipment set up by this Corporation, the chair may prevent the shareholder from so doing.

When a shareholder violates the rules of procedure and defies the chair's correction, obstructing the proceedings and refusing to heed calls to stop, the chair may direct the proctors or security personnel to escort the shareholder from the meeting.

Article 19

This Corporation, beginning from the time it accepts shareholder attendance registrations, shall make an uninterrupted audio and video recording of the registration procedure, the proceedings of the shareholders meeting, and the voting and vote counting procedures. The recorded materials of the preceding paragraph shall be retained for at least 1 year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the recording shall be retained until the conclusion of the litigation.

Article 20

These Rules, and any amendments hereto, shall be implemented after adoption by shareholders meetings.

Appendix 10 Inventec Corporation

Shareholdings of Directors and Supervisors

As of April 18, 2015 (Book closure date), all directors and supervisors shareholdings and legal minimum shareholdings is as follows:
Total common shares issued: 3,587,475,066 shares The minimum required shareholding of all directors by law: 86,099,401 shares The minimum required shareholding of all supervisors by law: 8,609,940 shares

2. As of April 18, 2015, all directors’ shareholdings are as follows:

Position	Name	Number of shares
Chairman	Lee, Tsu-Chin	115,833,835
Director	Yeh, Kuo-I	254,361,330
	Wen, Shih-Chih	35,685,590
	Chang, Ching-Sung	788,644
	Huang, Kuo-Chun	1,461,985
Independent Director	Chang, Chang-Pang	0
	Chen, Ruey-Long	0
Total		408,131,384

As of April 18, 2015, all supervisors shareholdings are as follows:

Position	Name	Number of shares
Supervisor	Wang, Ping-Hui	19,317,657
	Cheng, Hsien-Ho	1,553,664
	Shyh Shiunn Investment Corp. (Representative :Yang, Cyong-Nan)	139,416,690
Total		160,288,011

AI assistant

INVENTEC — AGM Information 2015

52026_rns_2015-06-30_54a48eac-89b2-4287-a602-96101ceee276.pdf

Inventec Corporation

2015 Annual General Shareholders’ Meeting

Meeting Agenda (Translation)

Table of Contents

A. Meeting Agenda

1. Call the Meeting to Order

2. Chairman Remarks

3. Report Items:

B. Report Items

3. The Status of Endorsement and Guarantee

4. Amendment of the Company's “Codes of Ethical Conduct”

5. Amendment of the Company's “Ethical Corporate Management Best Practice Principles”

C. Ratification Items

Resolution:

D. Discussion Items

Resolution:

E. Extraordinary Motions

F. Adjournment

Appendix 1

Business Report

Dear Shareholders,

This year’s business plans and strategies are detailed below.

Supervisors' Review Report

Inventec Corporation

Codes of Ethical Conduct

Article 1

Article 2

It may develop respective codes of ethical conduct for different managerial officers.

Article 3 Prevention of conflicts of interest:

Article 4 Minimizing incentives to pursue personal gain:

Article 5 Confidentiality:

Article 6 Fair trade:

Article 8 Legal compliance:

Article 9 Encouraging reporting on illegal or unethical activities:

Article 10 Disciplinary measures:

Article 11 Procedures for exemption

Article 12 Method of disclosure

Article 13 Enforcement

Appendix 4

Inventec Corporation Ethical Corporate Management Best Practice Principles

Article 1

Article 2

Article 3

Article 4

Article 5

Article 6

Article 7

Article 8

Article 9

Article 10

Article 11

Article 12

Article 13

Article 14

Article 15

Article 16

Article 17

Article 18

Article 19

Article 20

Article 21

Article 22

Article 23

Article 24

Article 25

Article 26

Article 27

Independent Auditors’ Report

(English Translation of Financial Report Originally Issued in Chinese) INVENTEC CORPORATION

Balance Sheets

December 31, 2014 and 2013

(Amounts Expressed in Thousands of New Taiwan Dollars)

(English Translation of Financial Report Originally Issued in Chinese) INVENTEC CORPORATION

Statements of Comprehensive Income

For the Years Ended December 31, 2014 and 2013

(Amounts Expressed in Thousands of New Taiwan Dollars)

(English Translation of Financial Report Originally Issued in Chinese) INVENTEC CORPORATION

INVENTEC AGM Information 2015