INVENTEC - AGM Information 2016 | FinancialReports.eu

Stock Code: 2356

Inventec Corporation

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2016 Annual General Shareholders’ Meeting

Meeting Agenda (Translation)

Time : Monday, June 20, 2016. 9:00 a.m.

Place : No.1, Sec. 4, Zhongshan N. Rd., Zhongshan District., Taipei City. Reception Hall of the Grand Hotel Taipei.

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.

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Table of Contents
A. Meeting Agenda………………………………………………………………	01
B. Discussion Items (1)…………………………………………………………..	02
C. Report Items…………………………………………………………………..	05
D. Ratification Items……………………………………………………………..	06
E. Discussion Items (2)…………………………………………………………..	07
F. Extraordinary Motions………………………………………………………...	12
G. Adjournment………………………………………………………………….	12
Appendix
1. 2015 Business Report………….…………..…………………………………..	13
2. 2015 Supervisors' Review Report……………………………………………..	16
3. Independent Auditors’ report and Individual Financial Statements for Year
2015………………………..…………………………………………………..	17
4. Independent Auditors’ report and Consolidated Financial Statements for Year
2015..…………………………………………………………………………..	24
5. Profit Distribution Table for Year 2015………………………………………..	31
6. Articles of Incorporation (Before Amendments)……………………………	32
7. Procedures for Election of Directors and Supervisors (Before Amendments)..	40
8. Rules of Procedure for Shareholders Meetings………………………………	44
9. Shareholdings of Directors and Supervisors…..……………………………..	51

A. Meeting Agenda

Time: Monday, June 20, 2016. 9:00 a.m.

Place: No.1, Sec. 4, Zhongshan N. Rd., Zhongshan Dist., Taipei City.

Reception Hall of the Grand Hotel Taipei

1. Call the Meeting to Order

2. Chairman Remarks

Discussion Items (1):

To Amend the Company’s “ A rticles of Incorporation ”

4. Report Items:

(1) 2015 Business Report
(2) 2015 Supervisors' Review Report
(3) The Status of Endorsement and Guarantee
(4) The Status of Distribution Remuneration of Employees 、 Directors and
Supervisors in 2015
(5) The Execution Status of Subsidiary, TPV-INVENTA Holding Limited’s

Rectification Plans for the Balance of Monetary Loan Exceeds the Limit.

5. Ratification Items

(1) Ratification of the 2015 Business Report and Financial Statements
(2) Adoption of the Proposal for Distribution of 2015 Profits
Discussion Items (2)
(1) Discussion of Rename and Amendments to the “Procedures for Election of Directors and Supervisors”
、
(2) Proposal of Release the Prohibition on Director Huang, Kuo-Chun Chang,
- Chang-Pang and Chen, Ruey-Long from Participation in Competitive Business.
Extraordinary Motions
Adjournment

B. Discussion Items (1)

Proposed by the Board

Proposal: Discussion of Amendments to the “Articles of Incorporation”.

Explanation: (1) Inventec should establish Audit Committee at Annual Meeting of Shareholders in 2017 according to the Financial Supervisory Commission’s official document NO. 10200531121.
(2) To conform to the amendments and addition to “Company Act” of articles 235 240 、 235-1 and official document NO.10402413890 、 NO. 10402427800 of Ministry of Economic Affair, hereby propose to amend remuneration of 、
employees directors and supervisors in “Articles of Incorporation”.
(3) Please refer to the comparison chart of Amendments to “Articles of Incorporation” below.

Comparison Chart of Amendments to “Articles of Incorporation”

	Original Version		Amendment Version	Reason
Chapter 4 Article 16	Director and Supervisors 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	Chapter 4 Article 16	Director、Supervisors and Audit Committee The Company shall have sevento eleven directors (includingnot less than two independent directors, and not less than one-fifth of the director seats. )and three supervisors. The term of their offices shall be three years.The Company will replace supervisors with Audit Committee in accordance with article 14-4 of Securities and Exchange Act in 2017. The Audit Committee shall be composed of the entire number of independent directors. It shall not be fewer than three persons. The relative regulations of supervisors of the Articles will be null and void from the date of the establishment of the Audit Committee. 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	Conform to establish Audit Committee in the future and specify the effective date of remove the establishment of supervisors

	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. (The following content omitted.)		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. (The following content omitted.)
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 asidenot 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 earningsin 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	Article 26	If the Company has a profit of the year shall distribute not less than 3% of the balance as remuneration to Employees and not more than 3% to Directors and Supervisors of the Corporation. However ,require that earnings shall first be offset against any deficit. The Corporation may issue stock or distribute cash to employees and the qualification requirements including the employees of subsidiaries of the company. The conditions and measures set by the Board of Directors.	Comply with the amendments of Company Act andarticle changed
		Article 27	If the Company has profit as a result of the yearly accounting closing, the Corporation shall first pay taxes, then offset its accumulated losses and set aside a legal capital reserve at 10% of the profits left over, until the accumulated legal capital reserve has equaled thepaid-in capital of the Corporation then set aside special capital reserve in accordance with relevant laws or regulations or as requested by business. The remaining earnings along with accumulated retained earningsshall reserve appropriate quota depend on business demand,	Comply with the amendments of Company Act andarticle changed

	10% of the total dividends.		then distribute dividends according to shareholders'meeting resolution and the dividends shall not less than 10% of the current earnings. The dividend policy of the Company consider capital requirements in the future、long-term investment plans needs to be adopted and stockholders’ demand of cash inflow, if the Company has profit, dividends paid by cash shall not be less than 10% of the total dividends.
Article 27	If there is any matter not covered herein, the Company Act and the relevant laws and regulations shall govern.	Article 28	If there is any matter not covered herein, the Company Act and the relevant laws and regulations shall govern.	Article changed
Article 28	This Articles of Incorporation was established on April 15, 1975 (contents omitted) The forty-eighth amendment was made on June 12, 2014.	Article 29	This Articles of Incorporation was established on April 15, 1975 (contents omitted) The forty-eighth amendment was made on June 12, 2014. The forty-ninth amendment was made on June 20, 2016.	Article changed as well as adds amendment number and date.

Resolution:

C. Report Items

2015 Business Report (Please refer to Appendix 1)
2015 Supervisors' Review Report (Please refer to Appendix 2)

3. The Status of Endorsement and Guarantee

The Company's aggregate amount of endorsements and guarantee on December 31, 2015 is as follows:

follows:
	Unit: NTD$1,000
Guarantor	Guarantee	Amounts
Inventec Corporation	TPV-INVENTA Holding Ltd., and TPV-INVENTA TechnologyCo.,Ltd.	1,148,700
	Inventec(Czech),s. r. o.	16,410
	Total	1,165,110

、
1. The Status of Distribution Remuneration of Employees Directors and Supervisors in 2015. Explanation:
(1) According to the article 26 of Articles of Incorporation (after amendment).
、
(2) 2015 Profit before income tax and remuneration of employees directors and supervisors
- amount is NT $7,018,426,464. The board of directors resolved to distribute NT
- $336,884,470 to remuneration of employees in cash and NT$ 98, 257, 971 to remuneration of directors and supervisors.
The Execution Status of Subsidiary, TPV-INVENTA Holding Limited’s Rectification Plan for the Balance of Monetary Loan Exceeds the Limit. Explanation:
(1) According to the official document NO.1040043950 of Financial Supervisory Commission on October 29, 2015.
(2) Subsidiary, TPV-INVENTA Holding Limited loaned funds to its wholly owned subsidiary TPV-INVENTA Technology (Fujian) Ltd and the balance of loan exceeds the limit. The rectification plan which is according to the procedure of monetary loan to others had been submitted to the board meeting on September 30, 2015. TPV-INVENTA Holding Limited increased investment in TPV-INVENTA Technology (Fujian) Ltd by means of debt-for-equity swap. The rectification plan and capital increase had been completed on 2015Q4.

D. Ratification Items

Item 1 Proposed by the Board

Proposal: Ratification of the 2015 Business Report and Financial Statements.

Explanation: The Company’s 2015 Individual Financial Statements and Consolidated Financial Statements, including the balance sheet, comprehensive income statement, statements 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 3 for Independent Accountants’ Audit Report and Individual Finance Statements, and Appendix 4 for Independent Accountants’ Audit Report and Consolidated Finance Statements.)

Resolution:

Item2 Proposed by the Board

Proposal: Adoption of the Proposal for Distribution of 2015 Profits

Explanation: ( 1) With regard to earnings in 2015, an earnings distribution table has been prepared in accordance with the Company’s Articles of Incorporation. The distributable net profit for 2015 is NT$ 5,973,402,758 and the proposed cash dividend to shareholders is NT$1.4 per share (NT $5,022,465,092).The earnings distribution table was reviewed by the Supervisors and attached in Appendix 5.
(2) In the event that, before the distribution record date, the proposed profit distribution is affected by buyback of shares, 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.
(3) Upon the approval of the Annual Meeting of Shareholders, it is proposed that the Board of Directors is authorized to resolve the ex-dividend record date.

Resolution:

E. Discussion Items (2)

Item1 Proposed by the Board

Proposal: Discussion of Rename and Amendments to the “Procedures for Election of Directors and Supervisors”.

Explanation: (1) Inventec will establish Audit Committee in accordance with the Financial Supervisory Commission’s official document NO. 10200531121 at Annual Meeting of Shareholders in 2017. Therefore, the Company shall delete the relative regulations of Supervisors in “Procedures for Election of Directors and Supervisors” and rename it to “Procedures for Election of Directors”.
(2) Please refer to the comparison chart of Amendments to “Procedures for Election of Directors and Supervisors” below.

Comparison Chart of Amendments to “Procedures for Election of Directors and Supervisors”

Current Name	Current Name		Revised Name	Reason
Procedures for Election of Directors and Supervisors		Procedure	s for Election of Directors	Delete relative wording of Supervisors to comply with the amendments of the article.
	Original Version		Amendment Version	Reason
Article 1	To ensure a just, fair, and open election of directorsand supervisors ,elections of directors and supervisors shall be conducted in accordance with the Procedures adopted pursuant to Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies unless applicable laws and regulations or articles of incorporation provide otherwise.	Article 1	To ensure a just, fair, and open election of directors, elections of directors shall be conducted in accordance with the Procedures adopted pursuant to Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies unless applicable laws and regulations or articles of incorporation provide otherwise.	Delete relative wording of Supervisors.
Article 2	Directorsand supervisors shall be elected in the shareholders' meeting.	Article 2	Directors shall be elected in the shareholders' meeting.	Delete relative wording of Supervisors.
Article 3	Directorsand supervisors who shall be elected among the persons with disposing capacity, even though not shareholders. The overall composition of the board of directors shall be taken into consideration in the selection of the Corporation's directors. Each board member shall have the necessaryknowledge,skill,and	Article 3	Directors who shall be elected among the persons with disposing capacity, even though not shareholders. The overall composition of the board of directors shall be taken into consideration in the selection of the Corporation's directors.Besides, the Company shall consider of variety to compose of the board of directors	Amend wording.

	experience to perform their duties; the abilities that must be present in the board as a whole are as follows: the ability to make judgments about operations、 Accounting and financial analysis ability、Business management ability、Crisis management ability、Knowledge of the industry、International market perspective、Leadership ability、 Decision-making ability. Supervisors shall meet the following qualifications: Integrity and a practical attitude、Impartial judgment、Professional knowledge、Broad experience、 Ability to read financial statements. In addition to the requirements of the preceding paragraph, at least one among the supervisors of this Corporation must be an accounting or finance professional.		and think about operation、 operation type and development demand to make an appropriate diversity policy, including but not limited to the following standards: 1. Basic conditions and value: gender、age、nationality and culture. 2. Professional knowledge and techniques: professional background (like legislation、 accounting、industry、finance、 marketing or technology)、 professional techniques and industrial experience. Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows: the ability to make judgments about operations、Accounting and financial analysis ability、Business management ability、Crisis management ability、Knowledge of the industry、International market perspective、Leadership ability、 Decision-makingability.
Article 4	When the position of independent director has been created, the election of independent directors of this Corporation shall comply with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies.	Article 4	When the position of independent director has been created, the election of independent directors of this Corporation shall comply with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies. At least one of the independent directors should have accounting or financial specialty.	Amend wording.
Article 5	The number of directorsand supervisors will be as specified in this Corporation's articles of incorporation. 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 directorsand supervisors from the list of the nominated candidates. Independent and non-independent directors shall be elected at the same time but on separate ballots. When the government or a juristic person is a shareholder of the company, then except with the approval of the Competent Authority, a representative of the government or juristic person may	Article 5	The number of directors will be as specified in this Corporation's articles of incorporation. 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 from the list of the nominated candidates. Independent and non-independent directors shall be elected at the same time but on separate ballots. Except where the Competent Authority has granted approval, the following relationships may not exist among more than half of a company's directors: 1. A spousal relationship.	Delete relative wording of Supervisors

	not concurrently be selected or serve as the director or supervisor of the company. Except where the Competent Authority has granted approval, the following relationships may not exist among more than half of a company's directors: 1. A spousal relationship. 2. 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. When a company convenes a shareholder meeting for the election ofsupervisors or directors and the original selectees do not meet the conditions of the two preceding paragraphs, determination of which directors or supervisors are elected shall be made according to the following provisions: 1. When there are some among the directors who do not meet the conditions, the election of the director receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid. 2. When there are some among the supervisors who do not meet the conditions, the provisions of the preceding subparagraph shall apply mutatis mutandis. 3. When there are some among the directors and supervisors who do not meet the conditions, the election of the supervisor receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.		2. A familial relationship within the second degree of kinship. When a company convenes a shareholder meeting for the election of directors and the original selectees do not meet the conditions of the two preceding paragraphs, the election of the director receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.
Article 6	The single open cumulative ballot method shall be used for election of the directorsand supervisors at this Corporation. Each share will have voting rights in number equal to the directorsor supervisors to be elected, and may be cast for a single candidate or split among multiple candidates. The board of directors shall prepare separate ballots for directorsand supervisors in numbers correspondingto the directorsor	Article 6	Thecumulative voting system shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the	Delete relative wording of Supervisors.

	supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of votingshareholders.		ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.
Article 7	The number of directorsand supervisors shall be provided by the the Articles of Incorporation of the Company. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. A candidate simultaneously elected as a director and supervisor shall, at the candidate's own discretion, decide to serve as either director or supervisor. The position left vacant by such decision shall be filled by the candidate with the next most votes in the original election before the date the new registration license .When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.	Article 7	The number of directors shall be provided by the the Articles of Incorporation of the Company. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. The position left vacant by such decision shall be filled by the candidate with the next most votes in the original election before the date the new registration license .When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.	Delete relative wording of Supervisors.
Article 12	The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directorsor supervisors with which they were elected, shall be announced by the chair on the site.	Article 12	The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directorsand the numbers of votes with which they were elected, shall be announced by the chair on the site. 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 one 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.	Comply with the amendments of relative Act.
Article 13	The board of directors of this Corporation shall issue notifications to the persons elected as directorsor supervisors .	Article 13	The board of directors of this Corporation shall issue notifications to the persons elected as directors.	Delete relative wording of Supervisors.

Resolution:

Item2 Proposed by the Board

、
Proposal: Proposal for Release the Prohibition on Director Huang, Kuo-Chun Chang, ChangPang and Chen, Ruey-Long from Participation in Competitive Business.
Explanation: (1) According to provisions of Company Act Article 209 Item 1, a director who
of the company's business, shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
(2) The meeting of shareholders on June 12, 2014 approved that the prohibition of business strife on current directors were lifted from the on board date.
(3) Proposal for release the prohibition on current director from participation in competitive business. Please refer the list of current director’s new position in other companies below.

List of Current Director’s New Position in Other Companies

Position	Name	Serve in other Company	Position in other company
Director	Huang, Kuo-Chun	TPV-INVENTA Holding Limited	Chairman / Legal representative of Inventec (Cayman) Corp
		TPV-INVENTA Technology Co, Ltd	Chairman / Legal representative of TPV-INVENTA Holding Limited
		TPV-INVENTA Technology(Fujian) Co, Ltd	Chairman / Legal representative of TPV-INVENTA Holding Limited
Independent director	Chang ,Chang- Pang	Maxigen Biotech Inc	Director/ Legal representative of Global Financial Services
		Jintex Corporation LTD	Supervisor
		Global Financial Services	Director/ Legal representative of Global Investment Holdings
		Global Investment Holdings	Executive Director/ Legal representative of Zi-Yu Investment CO.,LTD
		Zi-Yu Investment CO.,LTD	Director
Independent director	Chen, Ruey-Long	Teknowledge Development Corporation	Director/ Legal representative Ren-Dian Investment CO. ,LTD
		Bank of Panhsin	Director
		HannStar Board Corporation	Director

		Asia Cement Corporation	Director/ Legal representative of Da-Ju Chemicals and Fiber CO.,LTD
		PowerGate Optical Inc	Director/ Legal representative of Teknowledge Development Corporation
		Gintech Energy Corporation	Director

Resolution:

F. Extraordinary Motions

G. Adjournment

Appendix 1 Business Report

Thank you for attending Inventec’s annual shareholders’ meeting, the operation performance of 2015 is summarized below: with regard to revenue and profit making, the individual revenue and consolidated revenue of the Company reached approximately NTD289.3 billion and NTD395.4 billion, respectively. The product portfolio is mainly computer products; compared to 2014 (in 2014, individual revenue and consolidated revenue were approximately NTD330.7 billion and NTD435.5 billion, respectively), the individual revenue has decreased by 12.5%, while the consolidated revenue decreased by 9.2%. Regarding product category, due to the continuous downturn of notebook computer market, the popularity degree of the new operation platform was not as expected, the annual revenue decreased by 25.28%; driven by the continuous fermentation of cloud computing market issues, the revenue performance in server products has been relatively stable, with the annual revenue in 2015 increasing by 24.05%. With regard to wireless devices and mobile communication products, thanks to customer product hot sales and the expansion of production capacity, the operation income contributed approximately NTD46.9 billion of revenue, and the annual revenue performance increased by 0.29%. As for solar energy products, the overall revenue contribution of the Group’s solar energy products was approximately NTD12.9 billion, an increase of 14.79% year-on-year.

In regard to profit making, the annual net profit attributable to parent company shareholders reached approximately NTD5.5 billion, with earnings per share of NTD1.55, a reduction of approximately NTD1.5 billion from the previous year, profit making decreased by 21.6%, the main reason is that the notebook computer market is facing slow-moving growth and price competition. Nevertheless, the server and mobile communication product markets are continuing to experience stable growth; furthermore, with regard to reinvestment business, under the supply chain vertical integration and organizational merger, the Company hopes to improve its business turnover and profit making capacity to bring positive benefit to the Group’s performance.

This year’s business plan summary and future development strategies:

Due to the continuous downturn of the global economy in 2016, the shipment volume of traditional notebook computers continues to be impacted by the stagnated growth in the change of ultimate consumer habits; faced with the challenges of the information industry operating environment, Inventec will adhere to innovative thinking, adjust its operating strategy, and actively face future challenges to seek new kinetic energy for operation growth. With regard to

personal computer products, Inventec will continuously coordinate with the demand of major international manufacturers and develop light, thin, and portable products to meet market trends and consumer demands; regarding enterprise solutions (including servers, storage, and LAN switches), Inventec will continue to focus on the hardware leading foundation of network integration, storage, computation modules, etc. and adhere to main trends in cloud application, integrate software and hardware development capability, and actively develop customers to continuously expand its leading position in the server-related product market; furthermore, with regard to wireless devices and smart mobile products, we will gradually improve the proportion of automated processes in order to reduce production costs, as well as coordinate with advanced technological solutions to provide end customers with smart home and wireless intelligent end products; as for the solar energy industry, through vertical integration of Inventec Solar Energy Corporation and Inventec Energy Corporation, we will continue to cut costs in the hopes of gradually improving operation efficiency to expand market competitiveness; in order to capture the opportunity of the handheld wireless devices for Industrial usage market, Inventec Corporation and Advantech Co., Ltd. form a strategic alliance to establish a Joint Venture Company, we hope to further provide a complete solution to the customer and become the pioneer of industrial smart mobile devices through combining the advantages of both parties in the aspect of research and development, manufacturing and brand; finally, regarding research and development innovation, in 2015, the product research and development costs of the Group reached NTD8.8 billion; in the future, we will continue to work hard at product innovation, automated processes, etc. in order to maintain core competitiveness.

When pursuing an enterprise’s sustainable operation and creating enterprise value, Inventec also fulfills its corporate citizenship responsibility. Through Inventec Group Charity Foundation, it has gathered the Group’s caring volunteers to actively promote relevant volunteer businesses such as social care, emergency relief, environmental protection, culture promotion, etc. over the long term in order to practice the social service philosophy of Inventec Group, namely environmental protection, culture, poverty relief, and community. In the past year, whether in the Formosa dust explosion incident or Taiwan earthquake, you can always witness the social responsibility spirit of Inventec Group in treating others as ourselves and loving others as ourselves and assisting disaster stricken populations to live through hard times.

Looking toward 2016, Inventec will continue to adhere to the operation philosophy of “Innovation, Quality, Open mind and Execution”, in addition to caring for its existing customers, Inventec will continuously improve its management performance to consolidate its long-term

competitive advantage through product diversification, strategic investment, human resource inventory, and organization optimization in order to expand the Group’s operation scale and its growth space in profit making. This is the everlasting commitment of the Inventec management team to its shareholders and investors. Again, thanks to every shareholder for their support of and guidance to Inventec.

Best regards,

Chairman: Lee, Tsu-Chin President: Huang, Kuo-Chun Accounting Officer: Yu, Chin-Pao

Appendix 2

Supervisors' Review Report

Date: Apr.28, 2016

The Board of Directors has prepared and submitted to us the Company’s 2015 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 2016 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, Chiung-Nan)

Appendix 3- Independent Auditors’ Report and Individual Financial Statements for Year 2015

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, 2015, and 2014, 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, representing 14.41% of total assets as of December 31, 2014, and related investment income was $976,579 thousand, representing 11.14% of net income before tax for the years ended December 31, 2014. 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, 2015 and 2014, 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：Ying Ru, Chen Leou Fong, Yang

Taipei, Taiwan, R.O.C March 22, 2016

Note to Readers

The accompanying financial statements are intended only to present the financial position, results of operations and cash flows in accordance with

the International Financial Reporting Standards approved by the Financial Supervisory Commissions in the Republic of China and not those of any

other jurisdictions. The standards, procedures, and practices to audit such financial statements are those generally accepted and applied in the Republic of China.

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

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

Balance Sheets

December 31, 2015 and 2014

(Amounts Expressed in Thousands of New Taiwan Dollars)

2015.12.31	2015.12.31	2014.12.31 Amount % 6,054,499 4 17,095 - 24,263 - 29,694,971 19 32,385,332 21 882,741 1 5,256,542 3 15,029,000 10 2,211,383 1 2,254,427 2
91,631,494 68
331,492 - 220,121 - 36,111,836 27 5,739,243 4 56,851 - 1,622,581 1
	68,203,221 50	93,810,253 61
	9,189,600 7 993,591 1 846,502 -	- - 956,962 1 895,966 -
	11,029,693 8	1,852,928 1
44,082,124 32	79,232,914 58	95,663,181 62
	35,874,751 26 2,912,784 2 8,354,052 6 6,529,767 6 2,809,350 2	35,874,751 23 2,920,718 2 7,644,271 5 8,129,064 6 3,009,234 2
	56,480,704 42	57,578,038 38
	$ 135,713,618 100	153,241,219 100
$ 135,713,618 100

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, 2015 and 2014

(Amounts Expressed in Thousands of New Taiwan Dollars)

2015	% 100 96	2014 Amount 330,784,531 317,437,573	% 100 96
Amount $ 289,354,169 277,304,726

12,049,443 15,615 12,315	4 - -	13,346,958 12,315 16,869	4 - -
12,046,143	4	13,351,512	4
1,643,997 1,954,999 4,645,432	- 1 2	2,090,611 2,015,209 4,774,060	1 1 1
8,244,428	3	8,879,880	3
3,801,715	1	4,471,632	1
22,553 1,499,444 (183,330) 1,442,902	- 1 - -	29,625 1,690,269 (274,464) 2,847,851	- 1 - 1
2,781,569	1	4,293,281	2
6,583,284 1,019,651	2 -	8,764,913 1,667,098	3 1
5,563,633	2	7,097,815	2
(51,776) (4,895) 8,802	- - -	11,252 (19,290) (1,913)	- - -
(47,869)	-	(9,951)	-
3,751 55,086 (258,721) -	- - - -	43,034 872 1,324,064 -	- - - -
(199,884)	-	1,367,970	-
(247,753)	-	1,358,019	-
$ 5,315,880	2	8,455,834	2
$	1.55		1.98
$	1.54		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, 2015 and 2014

(Amounts Expressed in Thousands of New Taiwan Dollars)

Capital Stock	Capital Surplus	Retained	Earnings	Other Equity Interest	Other Equity Interest	Total Equity 54,837,123 7,097,815 1,358,019
				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 - -	2,895,677 - -	6,936,854 - -	7,488,577 7,097,815 (9,951)	1,495,109 - 1,373,853	146,155 - (5,883)
-	-	-	7,087,864	1,373,853	(5,883)	8,455,834 - (5,739,960) 25,041
- - -	- - 25,041	707,417 - -	(707,417) (5,739,960)	- - -	- - -
35,874,751 - -	2,920,718 - -	7,644,271 - -	8,129,064 5,563,633 (47,869)	2,868,962 - (264,790)	140,272 - 64,906	57,578,038 5,563,633 (247,753)
-	-	-	5,515,764	(264,790)	64,906	5,315,880
- - -	- - (7,934)	709,781 - -	(709,781) (6,278,081) (127,199)	- - -	- - -	- (6,278,081) (135,133)
$ 35,874,751	2,912,784	8,354,052	6,529,767	2,604,172	205,178	56,480,704

Note 1: Emoluments to directors amounted to $127,335 and bonuses to employees amounted to $445,673 were charged against earnings. Note 2: Emoluments to directors amounted to $127,761 and bonuses to employees amounted to $447,162 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, 2015 and 2014

(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 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 loss Change in operating assets and liabilities： Change in operating assets： Increase in financial assets held for trading Decrease (Increase) in accounts receivable Decrease in other receivables (Increase) decrease 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 in accounts payable (Decrease )Increase in other payables Increase in other current liabilities Decrease in net defined benefit liabilities-non-current 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 Dividends received Interest paid Income taxes paid Net cash flows from operating activities	2015 $ 6,583,284 215,700 503,967 3,766 183,330 (22,553) (1,442,902) - (994) - -	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 (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
	(559,686)
	(20,534) 5,524,841 14,766,269 40,704 (323,136)
	19,988,144
	(17,095) (12,131) (13,234,310) (50,231) 3,344,088 (15,147) 323,080
	(9,661,746)
	10,326,398
	9,766,712
	16,349,996 21,849 1,268,000 (182,674) (1,499,812)
	15,957,359

Please refer to financial statements.

(English Translation of Financial Report Originally Issued in Chinese)

INVENTEC CORPORATION

Statements of Cash Flows (CONT'D)

For the Years Ended December 31, 2015 and 2014

(Amounts Expressed in Thousands of New Taiwan Dollars)

Cash flows from investing activities： Proceeds from capital reduction of available-for-sale financial assets Acquisition of financial assets at cost Proceeds from capital reduction of financial assets at cost Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Increase in other non-current assets Net cash used in investing activities Cash flows from financing activities： Decrease in short-term borrowings Proceeds from long-term borrowings Repayments from long-term debt Decrease in other non-current liabilities Cash dividends paid Net cash used in 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	2015 35,371 (15,235) 88,354 (1,074,394) 482,184 (131,683) - (239,021) (780,940)	2014 6,650 (123,200) - (50,940) - (88,628) 19,199 (374,603) (301,533) (913,055) (4,172,234) 850,250 - (4,554) (5,739,960) (9,066,498) (1,843,743) 6,803,243 4,959,500
	(1,635,364)
	(674,419) 9,189,600 (15,029,000) (2,651) (6,278,081)
	(12,794,551)
	1,527,444 4,959,500
	$ 6,486,944

Please refer to financial statements.

Appendix 4-Independent Auditors’ Report and Consolidated Financial Statements for Year 2015

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, 2015 and 2014, 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, representing 37% of the consolidated total assets as of December 31, 2014; and the net sales of $82,918,862 thousand, representing 19% of the consolidated net sales for the years ended December 31, 2014. Also, we did not audit the long-term investments of other companies which amounted to $(542,888) thousand, representing (0.28)% of the consolidated total assets as of December 31, 2014; and the related investment income of $44,090 thousand, representing 0.45% of the consolidated net income before tax for the years ended December 31, 2014. 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, 2015 and 2014, 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, 2015 and 2014, and have issued an unqualified audit report and a modified unqualified audit report thereon.

KPMG

CPA： Ying Ru, Chen Leou Fong, Yang Taipei, Taiwan, R.O.C. March 22, 2016

Note to Readers

The accompanying financial statements are intended only to present the financial position, results of operations and cash flows in accordance with the International Financial Reporting Standards approved by the Financial Supervisory Commissions in the Republic of China and not those of any other jurisdictions. The standards, procedures, and practices to audit such financial statements are those generally accepted and applied in the Republic of China.

(English Translation of Financial Report Originally Issued in Chinese)

INVENTEC CORPORATION AND ITS SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2015 and 2014

(Amounts Expressed in Thousands of New Taiwan Dollars)

2015.12.31	2015.12.31	2014.12.31 Amount % 15,859,736 8 41,666 - 24,263 - 67,231,370 35 6,712,732 3 2,115,698 1 12,165,426 6 15,232,531 8 4,571,486 2 2,713,152 1
133,577,659 76
331,492 - 502,173 - 532,888 - 34,660,330 20 548,071 - 872,905 1 4,720,955 3
	98,771,869 56	126,668,060 64
	11,293,260 6 1,030,424 1 1,752,071 1	1,005,492 1 1,014,760 1 2,590,627 1
	14,075,755 8	4,610,879 3
	112,847,624 64	131,278,939 67
	35,874,751 20 2,912,784 2 14,883,819 8 2,809,350 2	35,874,751 18 2,920,718 1 15,773,335 8 3,009,234 2
42,168,814 24
	56,480,704 32 6,418,145 4	57,578,038 29 6,844,752 4
	62,898,849 36	64,422,790 33
$ 175,746,473 100	$ 175,746,473 100	195,701,729 100

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, 2015 and 2014

(Amounts Expressed in Thousands of New Taiwan Dollars)

2015	% 100 95	2014	% 100 95
Amount $ 395,470,221 373,764,813		Amount 435,599,968 412,251,630
21,705,408	5	23,348,338	5
2,688,381 4,792,827 8,816,932	1 1 2	2,926,456 4,800,839 8,511,964	- 1 2
16,298,140	4	16,239,259	3
5,407,268	1	7,109,079	2
2,112,228 676,152 (914,173) (97,605)	1 - - -	2,864,110 1,015,376 (1,251,417) (56,450)	- - - -
1,776,602	1	2,571,619	-
7,183,870 2,208,135	2 1	9,680,698 3,015,137	2 -
4,975,735	1	6,665,561	2
(58,068) 69 9,781	- - -	(6,610) (4,265) 1,194	- - -
(48,218)	-	(9,681)	-
(640,299) 48,545 12,423 381,929	- - - -	1,472,514 32 6,101 (109,140)	- - - -
(197,402)	-	1,369,507	-
(245,620)	-	1,359,826	-
$ 4,730,115	1	8,025,387	2
$ 5,563,633 (587,898)	1 -	7,097,815 (432,254)	2 -
$ 4,975,735	1	6,665,561	2
$ 5,315,880 (585,765)	1 -	8,455,834 (430,447)	2 -
$ 4,730,115	1	8,025,387	2
$	1.55		1.98
$	1.54		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, 2015 and 2014

(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 61,812,188 6,665,561 1,359,826
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 - -	2,895,677 - -	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
-	-	-	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 5,563,633 (47,869)	2,868,962 - (264,790)	140,272 - 64,906	57,578,038 5,563,633 (247,753)	6,844,752 (587,898) 2,133	64,422,790 4,975,735 (245,620)
-	-	-	5,515,764	(264,790)	64,906	5,315,880	(585,765)	4,730,115
- - - -	- - - (7,934)	709,781 - - -	(709,781) (6,278,081) - (127,199)	- - - -	- - - -	- (6,278,081) - (135,133)	- - 16,943 142,215	- (6,278,081) 16,943 7,082
$ 35,874,751	2,912,784	8,354,052	6,529,767	2,604,172	205,178	56,480,704	6,418,145	62,898,849

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, 2015 and 2014

(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 expenses Amortization expenses Provisions for bad debt expenses Interest expenses Interest income Share-based payments Share of losses of associates and joint ventures accounted for using equity method (Gains) losses on disposal of property, plant, equipment and inventory property Gain on disposal of investments Impairment losses on financial assets Impairment losses on non-financial assets Others Total adjustments to reconcile profit Changes in operating assets and liabilities： Changes in operating assets： Decrease (increase) in financial assets held for trading Decrease in accounts receivable Decrease (increase) in other receivables Decrease in inventories Decrease (increase) 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 in accounts payable Increase in other payables Increase in other current liabilities Decrease in net defined benefit liabilities-non-current Increase in deferred income Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interests received Interests paid Income taxes paid Net cash flows from operating activities	2015 $ 7,183,870 3,976,246 964,995 25,179 914,173 (2,112,228) 8,533 97,605 (136,531) (331,861) - 140,379 (772)	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) 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
	3,545,718
	215,185 11,810,327 2,596,999 2,892,534 1,610,970
	19,126,015
	48,343 (12,131) (20,374,773) 3,370,735 4,276,868 (41,869) 355,366
	(12,377,461)
	6,748,554
	10,294,272
	17,478,142 2,269,550 (864,916) (1,861,137)
	17,021,639

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, 2015 and 2014

(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 disposal of financial assets at cost Proceeds from capital reduction of financial assets at cost Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Net cash inflows from business combination (Increase) decrease in other non-current assets Net cash flows from (used in) investing activities Cash flows from financing activities： Decrease in short-term borrowings (Repayments) proceeds from long-term debt Increase in other non-current liabilities Cash dividends paid Change in non-controlling interests Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2015 (23,452,524) 28,952,230 35,371 - (55,595) - 88,354 (367,399) - (3,762,999) 250,519 (239,988) 1,305,370 (145,720)	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 (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
	2,607,619
	(8,351,998) (4,659,943) 13,762 (6,278,081) 249,395
	(19,026,865)
	(1,210,503) (608,110) 37,731,741
	$ 37,123,631

Please refer to consolidated financial statements.

Appendix 5 Inventec Corporation Profit Distribution Table

Year 2015

Unit: NTD ＄

	Uni
Items:	Total amount
Beginningretained earnings	1,141,201,265
Less: Defined benefit plans revaluation	(47,868,839)
Less: Changes in equityof affiliated companies	(127,199,126)
Retained earnings after adjustment	966,133,300
Add: Net profit after tax	5,563,632,731
Less: 10% legal reserve	(556,363,273)
Distributable netprofit	5,973,402,758
Distributable items: Cash Dividend to shareholders (NT$1.4 per share)	(5,022,465,092)
Unappropriated retained earnings	950,937,666

Appendix 6

Inventec Corporation Articles of Incorporation

(Before Amendments)

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 7

Inventec Corporation

Procedures for Election of Directors and Supervisors

(Before Amendments)

Article 1

To ensure a just, fair, and open election of directors and supervisors, elections of directors and supervisors shall be conducted in accordance with the Procedures adopted pursuant to Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies unless applicable laws and regulations or articles of incorporation provide otherwise.

Article 2

Directors and supervisors shall be elected in the shareholders' meeting.

Article 3

Directors and supervisors who shall be elected among the persons with disposing capacity, even though not shareholders. The overall composition of the board of directors shall be taken into consideration in the selection of the Corporation's directors. Each board member shall have the

necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in 、 the board as a whole are as follows: the ability to make judgments about operations Accounting and 、、、 financial analysis ability Business management ability Crisis management ability Knowledge of the industry、International market perspective、Leadership ability、 Decision-making ability. Supervisors shall meet the following qualifications: Integrity and a practical attitude、Impartial judgment、Professional 、、 knowledge Broad experience Ability to read financial statements. In addition to the requirements of the preceding paragraph, at least one among the supervisors of this Corporation must be an accounting or finance professional.

Article 4

When the position of independent director has been created, the election of independent directors of this Corporation shall comply with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies.

Article 5

The number of directors and supervisors will be as specified in this Corporation's articles of incorporation. 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. Independent and non-independent directors shall be elected at the same

time but on separate ballots. When the government or a juristic person is a shareholder of the company, then except with the approval of the Competent Authority, a representative of the government or juristic person may not concurrently be selected or serve as the director or supervisor of the company. 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.

When a company convenes a shareholders’ meeting for the election of supervisors or directors and the original selectees do not meet the conditions of the two preceding paragraphs, determination of which directors or supervisors are elected shall be made according to the following provisions:

When there are some among the directors who do not meet the conditions, the election of the director receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.
When there are some among the supervisors who do not meet the conditions, the provisions of the preceding subparagraph shall apply mutatis mutandis.
When there are some among the directors and supervisors who do not meet the conditions, the election of the supervisor receiving the lowest number of votes among those not meeting the conditions shall be deemed invalid.

Article 6

The single open cumulative ballot method shall be used for election of the directors and supervisors at this Corporation. Each share will have voting rights in number equal to the directors or supervisors to be elected, and may be cast for a single candidate or split among multiple candidates. The board of directors shall prepare separate ballots for directors and supervisors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

Article 7

The number of directors and supervisors shall be provided by the Articles of Incorporation of the Company. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. A candidate simultaneously elected as a director and supervisor shall, at the candidate's own discretion, decide to serve as either director or supervisor. The position left vacant by such decision shall be filled by the candidate with the

next most votes in the original election before the date the new registration license .When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

Article 8

Before the election begins, the chair shall appoint a number of persons to perform the respective duties of vote monitoring and counting personnel. All monitoring personnel shall be shareholders of this Corporation.

Article 9

The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.

Article 10

If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a governmental organization or juristic-person shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.

Article 11

A ballot is invalid under any of the following circumstances:

The ballot was not prepared by the board of directors.
A blank ballot is placed in the ballot box.
The writing is unclear and indecipherable or has been altered.
The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and across-check shows that the candidate's name and identity card number do not match.
Other words or marks are entered in addition to the candidate's account name or shareholder account number (or identity card number) and the number of voting rights allotted.
The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number is provided in the ballot to identify such individual.

Article 12

The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors or supervisors with which they were elected, shall be announced by the chair on the site.

Article 13

The board of directors of this Corporation shall issue notifications to the persons elected as directors or supervisors.

Article 14

These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.

(The Procedures were amended on Jun. 13th, 2013.)

Appendix 8 Inventec Corporation Rules of Procedure for Shareholders Meetings

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 an 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, 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 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. 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.

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.

(The Rules were amended on Jun. 16th, 2015.)

Appendix 9 Inventec Corporation Shareholdings of Directors and Supervisors

As of April 22, 2016 (Book closure date), all directors and supervisors shareholdings and legal minimum shareholdings are as follows:

Total common shares issued: 3,587,475,066 shares.
According to article 2 of “Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies”, if a public company has elected two or more independent directors, the share ownership figures calculated at the rates for all directors and supervisors other than the independent directors shall be decreased to 80 percent.
The minimum required shareholding of all directors by law: 86,099,401 shares

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

4. The minimum required shareholding of all supervisors by law: 8,609,940 shares

Position	Name	Number of shares
Supervisor	Wang, Ping-Hui	19,317,657
	Cheng, Hsien-Ho	1,443,664
	Shyh Shiunn Investment Corp. (Representative :Yang, Chiung-Nan)	139,416,690
Total		160,178,011

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AI assistant

INVENTEC — AGM Information 2016

52026_rns_2016-06-23_8d9d6a19-9f49-45d4-88ae-45e81ebd85ce.pdf

Inventec Corporation

2016 Annual General Shareholders’ Meeting

Meeting Agenda (Translation)

Table of Contents

A. Meeting Agenda

1. Call the Meeting to Order

2. Chairman Remarks

4. Report Items:

5. Ratification Items

B. Discussion Items (1)

Resolution:

C. Report Items

3. The Status of Endorsement and Guarantee

D. Ratification Items

Resolution:

Item2 Proposed by the Board

E. Discussion Items (2)

Comparison Chart of Amendments to “Procedures for Election of Directors and Supervisors”

List of Current Director’s New Position in Other Companies

F. Extraordinary Motions

G. Adjournment

Appendix 1

Business Report

Supervisors' Review Report

KPMG

Note to Readers

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

Balance Sheets

December 31, 2015 and 2014

(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, 2015 and 2014

(Amounts Expressed in Thousands of New Taiwan Dollars)

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

Statements of Changes in Equity

For the Years Ended December 31, 2015 and 2014

(Amounts Expressed in Thousands of New Taiwan Dollars)

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

Statements of Cash Flows

For the Years Ended December 31, 2015 and 2014

(Amounts Expressed in Thousands of New Taiwan Dollars)

INVENTEC CORPORATION

Statements of Cash Flows (CONT'D)

For the Years Ended December 31, 2015 and 2014

(Amounts Expressed in Thousands of New Taiwan Dollars)

Independent Auditors’ Report

KPMG

Note to Readers

INVENTEC CORPORATION AND ITS SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2015 and 2014

(Amounts Expressed in Thousands of New Taiwan Dollars)

(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, 2015 and 2014

(Amounts Expressed in Thousands of New Taiwan Dollars)

INVENTEC CORPORATION AND ITS SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the Years Ended December 31, 2015 and 2014

INVENTEC CORPORATION AND ITS SUBSIDIARIES

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2015 and 2014

(Amounts Expressed in Thousands of New Taiwan Dollars)

INVENTEC CORPORATION AND ITS SUBSIDIARIES

Consolidated Statements of Cash Flows (CONT'D)

For the Years Ended December 31, 2015 and 2014

(Amounts Expressed in Thousands of New Taiwan Dollars)

Appendix 5

Inventec Corporation Profit Distribution Table

Year 2015

Inventec Corporation Articles of Incorporation

CHAPTER 1. GENERAL PROVISIONS

Article 1

Article 2

Article 3

INVENTEC AGM Information 2016