INVENTEC — AGM Information 2019

Jun 20, 2019

INVENTEC CORPORATION Minutes of 2019 Annual General Shareholders' Meeting

(Translation)

Time�Friday, June 14, 2019. 9:00 a.m.

Place�Ching-Kuo Memorial Hall at Chientan Youth Activity Center,

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

• Quorum�2,930,755,071 shares were represented by shareholders in person and by proxy (including by exercising voting rights electronically�1,910,013,960 shares), which are mounted to 81.69% of the Company’s 3,587,475,066 issued and outstanding shares.

• Chairman�Cho,Tom-Hwar Recorder�Huang, Ruby / Shih, Robert

Board Members Present�

• Director�Cho, Tom-Hwar / Yeh, Kuo-I / Wen, Shih-Chih / Lee, Tsu-Chin / Huang, Kuo-Chun / Chang, Ching-Sung

• Independent Director�Chang, Chang-Pang / Chen, Ruey-Long / Shyu, Jyuo-Min Attendance�Li, Nigel N. T, Attorney-at- Law / Lin, Wan-Wan, CPA

A. Meeting Agenda

1. Call the Meeting to Order: The Chairman announced that the aggregate shareholding of the shareholders present in person or proxy constituted a quorum. The Chairman called the meeting to order.

2. Chairman Remarks: (Omitted)

3. Report Items:

4. (1) 2018 Business Report

5. (2) 2018 Audit Committee’s Review Report

(3) The Status of Distribution Remuneration of Employees and Directors of Board in 2018

1. Ratification Items

2. (1) Ratification of the 2018 Business Report and Financial Statements

3. (2) Adoption of the Proposal for Distribution of 2018 Profits

4. Discussion Items:

5. (1) Amendment to the “Articles of Incorporation”

6. (2) Amendment to the “Rules of Procedure for Shareholders Meetings”

7. (3) Amendment to the “Regulations Governing Loaning of Funds”

8. (4) Amendment to the “Regulations Making of Endorsements/Guarantees ”

9. (5) Amendment to the “Procedures for Acquisition or Disposal of Assets”

10. (6) Proposal for release the prohibition on Directors Chen, Ruey-Long and Shyu, Jyuo-Min from participation in competitive business

11. Extraordinary Motions

12. Adjournment

B. Report Items

1. 2018 Business Report (Please refer to Appendix 1 in the Meeting Agenda)

2. 2018 Audit Committee’s Review Report (Please refer to Appendix 2 in the Meeting Agenda)

3. The Status of Distribution Remuneration of Employees and Directors of Board in 2018. Explanation:

4. (1) According to the Article 26 of Articles of Incorporation, 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 Board Directors of the Corporation.

5. (2) The Board of Directors and Remuneration Committee resolved to distribute NT$ 490,802,732 as remuneration to employees in cash and NT$ 97,342,541 as remuneration to Directors of Board. There is no difference between the amount of distribution and the expense which has been recognized in 2018.

C. Ratification Items

Item 1 Proposed by the Board

Proposal: Ratification of the 2018 Business Report and Financial Statements.

• Explanation: The Company’s 2018 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, Lin, Wan-Wan and Yang, Liu-Fong of KPMG Certified Public Accountants. Also Business Report and Financial Statements have been approved by the Board and examined by the Audit Committee of Inventec Corporation. (Please refer to Appendix 1 for Business Report, Appendix 3 for Independent Accountants’ Audit Report and Individual Financial Statements, and Appendix 4 for Independent Accountants’ Audit Report and Consolidated Financial

Statements.)

• Resolution: Approved and acknowledged as proposed by voting (a total of 2,930,755,071 shares with voting rights were present when votes were cast; the number of voting rights for approval is 2,567,302,739, among which 1,546,572,628 was exercised by electronic transmission, or 87.59 % of the total voting rights when votes were cast; the number of votes against is 267,597, among which 267,597 was exercised by electronic transmission; the number of votes abstained is 363,184,735, among which 363,173,735 was exercised by electronic transmission)

Item 2 Proposed by the Board

Proposal: Adoption of the Proposal for Distribution of 2018 Profits

• Explanation: ( 1) With regard to earnings in 2018, an earnings distribution table has been prepared in accordance with the Company’s Articles of Incorporation.

  • The distributable net profit for 2018 is NT$ 5,777,236,956 and the proposed cash dividend to shareholders is NT$1.5 per share (NT$ 5,381,212,599).The earnings distribution table was reviewed by the Audit Committee 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 General Meeting of Shareholders, it is

• proposed that

the Board of Directors is authorized to resolve the ex-dividend record date.

• Resolution: Approved and acknowledged as proposed by voting (a total of 2,930,755,071 shares with voting rights were present when votes were cast; the number of voting rights for approval is 2,579,437,933, among which 1,558,707,822 was exercised by electronic transmission, or 88.01 % of the total voting rights when votes were cast; the number of votes against is 401,964, among which 401,964 was exercised by electronic transmission�the number of votes abstained is 350,915,174, among which 350,904,174 was exercised by electronic transmission)

D. Discussion Items

Item 1 Proposed by the Board

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

Explanation: Propose to amend “Articles of Incorporation” according to the presidential order NO. 10700083291 promulgated on August 1[st] 2018. Please refer to the comparison chart of amendments below.

Comparison Chart of Amendments to “Articles of Incorporation”	Comparison Chart of Amendments to “Articles of Incorporation”	Comparison Chart of Amendments to “Articles of Incorporation”	Comparison Chart of Amendments to “Articles of Incorporation”
	Original Version		Amendment Version	Reason
Article 1	This Company is incorporated under the Company Act, with the name of Inventec Corporation.	Article 1	This Company is incorporated under the Company Act, with the name and the foreign name of Inventec Corporation.	Comply with Article 392-1 of the Company Act; the foreign name of the Company shall be registered in accordance with the foreign name indicated in the Articles of Incorporation.
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 cannot 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. (The followingomitted)	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 203or Article 203-1 of the Company Act. In case the chairman of the board of directors is on leave or absent or cannot 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.(The followingomitted)	Add procedure for convening Board of Directors’ Meeting to comply with Company Act
Article 25	At the close of each fiscal year, the board of directors shall prepare the following statements and records and then submit the same to the shareholders' meeting for recognition in accordance with legal procedures 1. Business Report, 2. Financial Statements, and 3. Proposal for distribution of profit or appropriation of losses.	Article 25	At the close of each fiscal year, the board of directors shall prepare the following statements and records and then submit the same to the shareholders' meeting in accordance with legal procedures 1. Business Report, 2. Financial Statements, and 3. Proposal for distribution of profit or appropriation of losses.	Revise the wording.
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	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	Add procedure for authorized by Articles of Incorporation to comply with CompanyAct

	profits left over, until the accumulated legal capital reserve has equaled the paid-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 earnings shall reserve appropriate quota depend on business demand, 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.			profits left over, until the accumulated legal capital reserve has equaled the paid-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 earnings shall reserve appropriate quota depend on business demand, and then distribute dividends not less than 10% of the current earnings.When dividends paid by the form of issuing new shares, it shall be proposed to shareholders'meeting and distribute according to the resolution of the meeting. 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. According to provisions of Company Act Article 240, the Company authorizes the distributable dividends and bonuses, or legal reserve and capital reserve as stipulated in Article 241 of Company Act, in whole or in part may be paid in cash after a resolution has been adopted by a majority vote at a meeting of the Board of Directors attended by two-thirds of the total number of directors; and in addition thereto a report of such distribution shall be submitted to the shareholders’meeting.
Article 29	This Articles of Incorporation was established on April 15, 1975.(The following omitted) The forty-eighth amendment was made on June 12, 2014. The forty-ninth amendment was made on June 20, 2016. The fiftieth amendment was made on June 16, 2017. The fiftieth-first amendment was made on June 14, 2018.	Article 29		This Articles of Incorporation was established on April 15, 1975.(The following omitted) The forty-eighth amendment was made on June 12, 2014. The forty-ninth amendment was made on June 20, 2016. The fiftieth amendment was made on June 16, 2017. The fiftieth-first amendment was made on June 14, 2018. The fifty-second amendment was made on June 14, 2019.	Add amendment number and date.

Resolution: Approved as proposed by voting (a total of 2,930,755,071 shares with voting rights

were present when votes were cast; the number of voting rights for approval is

2,562,436,972, among which 1,541,706,861 was exercised by electronic transmission, or 87.43% of the total voting rights when votes were cast; the number of votes against is 370,889 among which 370,889 was exercised by electronic transmission; the number of votes abstained is 367,947,210, among which 367,936,210 was exercised by electronic transmission)

Item 2 Proposed by the Board

Proposal: Discussion of Amendments to the “Rules of Procedure for Shareholders Meetings”.

Explanation: Proposes to amend Article 2 of “Rules of Procedure for Shareholders Meetings” according to the presidential order NO. 10700083291 promulgated on August 1[st] 2018. Please refer to the comparison chart of amendments below.

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

	Original Version		Amendment Version	Reason
Article 2	The Company’s shareholders meeting shall be convened by the board of directors unless applicable laws and regulations provide otherwise. (The following omitted) The election or discharge of directors, 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 2	The Company’s shareholders meeting shall be convened by the board of directors unless applicable laws and regulations provide otherwise. The Board of Directors or other authorized conveners of shareholders’meetings may require the Company or the shareholder service agent to provide with the roster of shareholders. (The following omitted) The election or discharge of directors, the amendment of this Company’s Articles of Incorporation,reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, 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 and the essential contents shall be explained among	Amendto comply with Article 172 and Article 210-1 of Company Act

the reasons for the meeting, and may not be proposed as extraordinary motions.

Resolution: Approved as proposed by voting (a total of 2,930,755,071 shares with voting rights

were present when votes were cast; the number of voting rights for approval is 2,562,436,789, among which 1,541,706,678 was exercised by electronic transmission, or 87.43% of the total voting rights when votes were cast; the number of votes against is 374,107, among which 374,107 was exercised by electronic transmission; the number of votes abstained is 367,944,175, among which 367,933,175 was exercised by electronic transmission)

Item 3 Proposed by the Board

Proposal: Discussion of Amendments to the “Regulations Governing Loaning of Funds”.

Explanation: In order to conform to the amendments of “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” of Financial Supervisory Commission’ s official document NO. 1080304826 on March 7, 2019 , hereby propose to amend Article 4 of Regulations Governing Loaning of Funds”. Please refer to the comparison chart of amendments below.

Comparison Chart of Amendments to “Regulations Governing Loaning of Funds”

Compa	rison Chart of Amendments t	o “Regulati	ons Governing Loaning of Fun	**ds” **
	Original Version		Amendment Version	Reason
Article 4	Financing amount shall not exceed 50% of the Company’s net worth on the most current financial statements. (The following omitted) The restriction in the preceding paragraph 1 shall not apply to loan made between foreign companies in which the company holds, directly or indirectly, 100% of the voting shares. Total financing amount shall not exceed 50% of the Company's net worth of latest financial report, individual financing amount shall not exceed 50% of loanable funds. The durations of loans means one year, or where the Company's operating cycle exceeds one year, one operating cycle.	Article 4	Financing amount shall not exceed 50% of the Company’s net worth on the most current financial statements. (The following omitted) The restriction in the preceding paragraph 1 shall not apply to loan made between foreign companies in which the Company holds, directly and indirectly, 100% of the voting shares,or a foreign company in which the Company directly and indirectly holds 100% of the voting shares, loaning of funds to the Company. Total financing amount shall not exceed 50% of the Company's net worth of latest financial report, individual financing amount shall not exceed 50% of loanable funds. The durations of loans means one year, or where the Company's operating cycle exceeds one year, one operating cycle.	Amend to comply with “Regulations Governing Loaning of Funds and Making of Endorsements/ Guarantees by Public Companies”

Resolution: Approved as proposed by voting (a total of 2,930,755,071 shares with voting rights

were present when votes were cast; the number of voting rights for approval is 2,562,417,050, among which 1,541,686,939 was exercised by electronic transmission,

or 87.43 % of the total voting rights when votes were cast; the number of votes against is 389,812, among which 389,812 was exercised by electronic transmission; the number of votes abstained is 367,948,209, among which 367,937,209 was exercised by electronic transmission)

Item 4 Proposed by the Board

Proposal: Discussion of Amendments to the “Regulations Making of Endorsements/Guarantees”.

Explanation: In order to conform to the amendments of “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” of Financial Supervisory Commission’ s official document NO. 1080304826 on March 7, 2019, hereby propose to amend Article 8 of Regulations Making of Endorsements/ Guarantees ”. Please refer to the comparison chart of amendments below.

Comparison Chart of Amendments to “Regulations Making of Endorsements/Guarantees”

	Original Version		Amendment Version	Amendment Version	Reason
Article 8	The company shall announce and report the previous month's balance of endorsements /guarantees of itself and its subsidiaries by the 10th day of each month. The company whose balance of endorsements/guarantees reaches one of the following levels shall announce and report such event within two days commencing immediately from the date of occurrence: 1. The aggregate balance of endorsements/guarantees by the company and its subsidiaries reaches 50% or more of the public company's net worth as stated in its latest financial statement. 2. The balance of endorsements /guarantees by the company and its subsidiaries for a single enterprise reaches 20% or more of the company's net worth as stated in its latest financial statement. 3. The balance of endorsements /guarantees by the company and its subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all endorsements/guarantees for, investment of a long-term nature in, and balance of loans to, such enterprise reaches 30% or more of company's net worth as stated in its latest financial statement. 4. The amount of new	Article 8		The company shall announce and report the previous month's balance of endorsements /guarantees of itself and its subsidiaries by the 10th day of each month. The company whose balance of endorsements/guarantees reaches one of the following levels shall announce and report such event within two days commencing immediately from the date of occurrence: 1. The aggregate balance of endorsements/guarantees by the company and its subsidiaries reaches 50% or more of the public company's net worth as stated in its latest financial statement. 2. The balance of endorsements /guarantees by the company and its subsidiaries for a single enterprise reaches 20% or more of the company's net worth as stated in its latest financial statement. 3. The balance of endorsements /guarantees by the company and its subsidiaries for a single enterprise reaches NT$10 million or more and the aggregate amount of all endorsements/guarantees for,book value of investments accounted for using equity method, and balance of loans to, such enterprise reaches 30% or more of company's net worth as stated in its latest financial statement.	Amend to comply with “Regulations Governing Loaning of Funds and Making of Endorsements/ Guarantees by Public Companies”

endorsements/guarantees made by 4. The amount of new the company or its subsidiaries endorsements/guarantees made by reaches NT$30 million or more, the company or its subsidiaries and reaches 5% or more of the reaches NT$30 million or more, company's net worth as stated in and reaches 5% or more of the its latest financial statement. company's net worth as stated in (The following omitted) its latest financial statement. (The following omitted)

Resolution: Approved as proposed by voting (a total of 2,930,755,071 shares with voting rights

were present when votes were cast; the number of voting rights for approval is 2,562,422,050, among which 1,541,691,939 was exercised by electronic transmission, or 87.43 % of the total voting rights when votes were cast; the number of votes against is 384,847, among which 384,847 was exercised by electronic transmission; the number of votes abstained is 367,948,174, among which 367,937,174 was exercised by electronic transmission)

Item 5 Proposed by the Board

Proposal: Discussion of Amendments to the “Procedures for Acquisition or Disposal of Assets”.

Explanation: In order to conform to Regulations Governing the Preparation of Financial Reports by Securities Issuers which is amended to apply to IFRS16: Leases in accordance with Financial Supervisory Commission’s official document NO. 1070324155 on July 13[th] , 2018 and comply with “Regulations Governing the Acquisition and Disposal of Assets by Public Companies” which is amend d according to NO.1070341072 on Nov 26[th] , 2018 issued by Financial Supervisory Commission hereby propose to amend “Procedures for Acquisition or Disposal of Assets”. Please refer to the comparison chart of amendments below.

Comparison Chart of Amendments to “Procedures for Acquisition or Disposal of Assets”

Compariso	**n Chart of Amendments to “ **	Procedures	for Acquisition or Disposal of	**Assets” **
	Original Version		Amendment Version	Reason
Article 2	The term "assets" as used in these Procedures includes the following: 1. Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities. 2. Real estate (including land, houses and buildings, investment property,rights to use land ) and equipment. 3. Memberships. 4. Patents, copyrights, trademarks, franchises, and other intangible assets. 5. Derivatives. 6. Assets acquired or disposed of	Article 2	The term "assets" as used in these Procedures includes the following: 1. Investments in stocks, government bonds, corporate bonds, financial bonds, securities representing interest in a fund, depositary receipts, call (put) warrants, beneficial interest securities, and asset-backed securities. 2. Real estate (including land, houses and buildings, investment property) and equipment. 3. Memberships. 4. Patents, copyrights, trademarks, franchises, and other intangible assets. 5.Right-of-use assets. 6. Derivatives.	Add scope of assets to comply with the provisions of IFRS 16: Leases.

	in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law. 7. Other major assets.		7. Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law. 8. Other major assets.
Article 3	Terms used in these Procedures are defined as follows: 1. Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefore (hereinafter "transfer of shares") under Article 156, paragraph 8 of the Company Act. (Item 2 to 6 omitted) Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide public companies with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall not be a related party of any party to the transaction.	Article 3	Terms used in these Procedures are defined as follows: 1. Assets acquired or disposed through mergers, demergers, acquisitions, or transfer of shares in accordance with law: Refers to assets acquired or disposed through mergers, demergers, or acquisitions conducted under the Business Mergers and Acquisitions Act and other acts, or to transfer of shares from another company through issuance of new shares of its own as the consideration therefore (hereinafter "transfer of shares") under Article 156-3 of the Company Act. (Item 2 to 6 omitted) Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide public companies with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinionsshall meet the following requirements: 1. May not have previously received a final and unappealable sentence to imprisonment for 1 year or longer for a violation of the Securities and Exchange Act, the Company Act, the Banking Act of The Republic of China, the Insurance Act, the Financial Holding Company Act, or the Business Entity Accounting Act, or for fraud, breach of trust, embezzlement, forgery of documents, or occupational crime. However, this provision does not apply if 3 years have already passed since completion of service of the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. 2. May not be a related party or de facto related party of any party to the transaction. 3. If the Company is required to obtain appraisal reports from two or more professional appraisers, the different professional	Amend to comply with “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”

			appraisers or appraisal officers may not be related parties or de facto related parties of each other. When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the following: 1. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. 2. When examining a case, they shall appropriately plan and execute adequate working procedures, in order to produce a conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully and accurately specified in the case working papers. 3. They shall undertake an item-by-item evaluation of the comprehensiveness, accuracy, and reasonableness of the sources of data used the parameters, and the information, as the basis for issuance of the appraisal report or the opinion. 4. They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable and accurate, and that they have complied with applicable laws and regulations.
Article 4	Procedures of Evaluation and Operation for the Acquisition or Disposal of Assets: 1. The case-handling units shall submit items such as the reasons for the proposed acquisition or disposal, targeted assets, counterparties, price of transfer, receipt and payment terms, and price reference, etc. to the responsible department for the decision and executed by the asset management department. Related matters shall be processed in accordance with the Company’s Procedures relating to the internal control procedure. (1) The means of price determination and supporting reference materials not only refer to the opinions of professional appraisers and accountants but also conduct as below:	Article 4	Procedures of Evaluation and Operation for the Acquisition or Disposal of Assets: 1. The case-handling units shall submit items such as the reasons for the proposed acquisition or disposal, targeted assets, counterparties, price of transfer, receipt and payment terms, and price reference, etc. to the responsible department for the decision and executed by the asset management department. Related matters shall be processed in accordance with the Company’s Procedures relating to the internal control procedure. (1) The means of price determination and supporting reference materials not only refer to the opinions of professional appraisers and accountants but also conduct as below:	Amend to comply with “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”

	(a) Omitted (b) The price of acquisition or disposal of real estate and equipment shall be determined by reference to the publicly announced current value. (The following omitted) (c) For acquisition or disposal of memberships, patents, copyrights, trademarks, and franchises, shall consider of produced benefit, international practice and useful life. The price shall be determined by reference to recent trade price and carried out by inquiry, price comparison, and price negotiation. (Item (d) to (e) omitted) (2) Level of authority: Transaction amount reaches 5% or more of the Company’s net worth of latest financial report shall be subject to the consent of audit committee and be submitted to board of director for a resolution. (a) Acquisition or disposal of long-term securities shall be evaluated by finance department and be approved by the board of directors. (b) Acquire or dispose of real estate from related party shall prepare relevant information and be approved by the board of directors in accordance with article 8. (The following omitted) 3. In acquiring or disposing of real property or equipment, unless transactions with governmental agencies, engaging others to build on its own land, engaging others to build on rented land or the acquisition or disposal of equipment for business use, the appraisal report shall be obtained prior to the date of occurrence of the event from a professional appraiser if the transaction amount is more than 20% of the Company’s paid-in capital or NTD 300 million and shall further comply with the following provisions: (1) Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors, and the same procedure shall be followed for anyfuture changes to the terms		(a) Omitted (b) The price of acquisition or disposal of real estate, equipment andright-of-use assets shall be determined by reference to the publicly announced current value. (The following omitted) (c) For acquisition or disposal of memberships, patents, copyrights, trademarks, and franchises, shall consider of produced benefit, implementation of the authorization .The price shall be determined by reference to recent transactions price and carried out by price negotiation. (Item (d) to (e) omitted) (2) Level of authority: Transaction amount reaches 5% or more of the Company’s net worth of latest financial report shall be subject to the consent of audit committee and be submitted to board of director for a resolution. (a) Acquisition or disposal of long-term securities shall be evaluated by finance department and be approved by the board of directors. (b) Acquire or dispose of real estate orright-of-use assets from related party shall prepare relevant information and be approved by the board of directors in accordance with article 8. (The following omitted) 3. In acquiring or disposing of real property, equipment or right-of-use assets unless transactions with domestic governmental agencies, engaging others to build on its own land, engaging others to build on rented land or the acquisition or disposal of equipment for business useor right-of-use assets , the appraisal report shall be obtained prior to the date of occurrence of the event from a professional appraiser if the transaction amount is more than 20% of the Company’s paid-in capital or NTD 300 million and shall further comply with the following provisions: (1) Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance

	and conditions of the transaction. (The following omitted)		by the board of directors, and the same procedure shall also be followedwhenever there is any subsequent change to the terms and conditions of the transaction. (The followingomitted)
Article 6	Where the Company acquires or disposes of memberships or intangible assets and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a government agency, the company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF.	Article 6	Where the Company acquires or disposes of intangible assets, right-of-use assets or memberships and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with adomestic government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF.	Amend to comply with “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”
Article 8	When the Company engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised, if the transaction amount reaches 10 percent or more of the company's total assets, the company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of the preceding section. The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with Article 6-1 herein. When judging whether a trading counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered. When the Company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or dispose of assets other than real property from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, except in trading of government bonds or bonds under repurchase and resale agreements,or subscription or	Article 8	When the Company engages in any acquisition or disposal of assets from or to a related party, in addition to ensuring that the necessary resolutions are adopted and the reasonableness of the transaction terms is appraised, if the transaction amount reaches 10 percent or more of the company's total assets, the company shall also obtain an appraisal report from a professional appraiser or a CPA's opinion in compliance with the provisions of the preceding section. The calculation of the transaction amount referred to in the preceding paragraph shall be made in accordance with Article 6-1 herein. When judging whether a trading counterparty is a related party, in addition to legal formalities, the substance of the relationship shall also be considered. When the Company intends to acquire or dispose of real property or right-of-use assets from or to a related party, or when it intends to acquire or dispose of assets other than real propertyor right-of-use assets from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company's total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale	Amend to comply with “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”

	repurchase of domestic money market funds which is published by domestic securities investment trust enterprises,, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by audit committee and passed by the board of directors . 1. The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. 2. The reason for choosing the related party as a trading counterparty. 3. With respect to the acquisition of real property from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 9 and Article 10. (The following omitted)		agreements, or subscription or repurchase of domestic money market funds which is published by domestic securities investment trust enterprises,, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by audit committee and passed by the board of directors . 1. The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. 2. The reason for choosing the related party as a trading counterparty. 3. With respect to the acquisition of real propertyor right-of-use assets from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with Article 9 and Article 10. (The followingomitted)
Article 9	The Company that acquires real property from a related party shall evaluate the reasonableness of the transaction costs by the following means: (The following omitted) Where land and structures thereupon are combined as a single property purchased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph. The Company that acquires real property from a related party and appraises the cost of the real property in accordance with paragraph 1 and paragraph 2 shall also engage a CPA to check the appraisal and render a specific opinion. Where the Company acquires real property from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with Article 8 and the preceding three paragraphs do not apply: 1. The related party acquired the real property through inheritance or as a gift. 2. More than 5 years will have elapsed from the time the related partysigned the contract to obtain	Article 9	The Company that acquires real property or right-of-use assets from a related party shall evaluate the reasonableness of the transaction costs by the following means: (The following omitted) Where land and structures thereupon are combined as a single property purchased or leased in one transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph. The Company that acquires real property or right-of-use assets from a related party and appraises the cost of the real property or right-of-use assets in accordance with preceding two paragraphs shall also engage a CPA to check the appraisal and render a specific opinion. Where the Company acquires real property or right-of-use assets from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the preceding Article and the preceding three paragraphs do not apply: 1. The related party acquired the real propertyor right-of-use assets through inheritance or as agift.	Amend to comply with “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”

	the real property to the signing date for the current transaction. 3. The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company's own land or on rented land.		2. More than 5 years will have elapsed from the time the related party signed the contract to obtain the real propertyor right-of-use assets to the signing date for the current transaction. 3. The real property is acquired through signing of a joint development contract with the related party, or through engaging a related party to build real property, either on the company's own land or on rented land,. 4. The real property or right-of-use assets for business use are acquired by the Company with subsidiaries, or by its subsidiaries in which it directly or indirectly holds 100 percent of the issued shares or authorized capital.
Article 10	When the results of the Company's appraisal conducted in accordance with paragraph 1 and paragraph 2 of the preceding Article are uniformly lower than the transaction price, the matter shall be handled in compliance with Article 11. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA, this restriction shall not apply: 1. Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions: (1) Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower. (2) Completed transactions by unrelatedparties within the	Article 10	When the results of the Company's appraisal conducted in accordance with paragraph 1 and paragraph 2 of the preceding Article are uniformly lower than the transaction price, the matter shall be handled in compliance with Article 11. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA, this restriction shall not apply: 1. Where the related party acquired undeveloped land or leased land for development, it may submit proof of compliance with one of the following conditions: (1) Where undeveloped land is appraised in accordance with the means in the preceding Article, and structures according to the related party's construction cost plus reasonable construction profit are valued in excess of the actual transaction price. The "Reasonable construction profit" shall be deemed the average gross operating profit margin of the related party's construction division over the most recent 3 years or the gross profit margin for the construction industry for the most recent period as announced by the Ministry of Finance, whichever is lower. (2)Completed transactions by	Amend to comply with “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”

	preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market practices. (3) Completed leasing transactions by unrelated parties for other floors of the same property from within the preceding year, where the transaction terms are similar after calculation of reasonable price discrepancies among floors in accordance with standard property leasing market practices. 2. Where the Company acquiring real property from a related party provides evidence that the terms of the transaction are similar to the terms of transactions completed for the acquisition of neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year. Completed transactions for neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transaction for similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property.		unrelated parties within the preceding year involving other floors of the same property or neighboring or closely valued parcels of land, where the land area and transaction terms are similar after calculation of reasonable price discrepancies in floor or area land prices in accordance with standard property market saleor leasing practices. 2. Where the Company acquiring real property, or obtaining real property right-of-use assets through leasing from a related party provides evidence that the terms of the transaction are similar to the terms of transactions for the acquisition of neighboring or closely valued parcels of land of a similar size by unrelated parties within the preceding year.Transactions for neighboring or closely valued parcels of land in the preceding paragraph in principle refers to parcels on the same or an adjacent block and within a distance of no more than 500 meters or parcels close in publicly announced current value; transaction for similarly sized parcels in principle refers to transactions completed by unrelated parties for parcels with a land area of no less than 50 percent of the property in the planned transaction; within the preceding year refers to the year preceding the date of occurrence of the acquisition of the real property orobtainment of the right-of-use assets .
Article 11	Where the Company acquires real property from a related party and the results of appraisals conducted in accordance with Article 8 and Article 9 are uniformly lower than the transaction price, the following steps shall be taken: 1. A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Securities and Exchange Act against the difference between the real property transaction price and the appraised cost, and may not be distributed or used for capital increase or issuance of bonus	Article 11	Where the Company acquires real propertyor right-of-use assets from a related party and the results of appraisals conducted in accordance withthe preceding two Articles are uniformly lower than the transaction price, the following steps shall be taken: 1. A special reserve shall be set aside in accordance with Article 41, paragraph 1 of the Securities and Exchange Act against the difference between the real propertyor right-of-use assets transaction price and the appraised cost,and maynot be	Amend to comply with “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”

	shares. Where a public company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph of the Securities and Exchange Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company. 2. Audit committee shall comply with Article 14-4 of Securities and Exchange Act. 3. Actions taken pursuant to subparagraph 1 and subparagraph 2 shall be reported to a shareholders’ meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus. The Company that has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased at a premium, or they have been disposed of, or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent. When the Company obtains real estate from a related party, it shall also comply with the preceding two paragraphs if there is other evidence indicating that the acquisition was not an arm’s length transaction.		distributed or used for capital increase or issuance of bonus shares. Where a public company uses the equity method to account for its investment in another company, then the special reserve called for under Article 41, paragraph of the Securities and Exchange Act shall be set aside pro rata in a proportion consistent with the share of public company's equity stake in the other company. 2. Audit committee shall comply with Article 14-4 of Securities and Exchange Act. 3. Actions taken pursuant tothe preceding two subparagraphs shall be reported to a shareholders’ meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus. The Company that has set aside a special reserve under the preceding paragraph may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchasedor leased at a premium, or they have been disposed of,or the leasing contract has been terminated ,or adequate compensation has been made, or the status quo ante has been restored, or there is other evidence confirming that there was nothing unreasonable about the transaction, and the FSC has given its consent. When the Company obtains real estateor right-of-use assets from a related party, it shall also comply with the preceding two paragraphs if there is other evidence indicating that the acquisition was not an arm’s length transaction.
Article 12	Engaging in derivatives trading shall aims to ensure the Company’s operating profit and avoid the risk which is triggered by exchange rate, interest rate or asset price volatility, and the target is not to gain speculative profit. 1. Transaction types: Forward contracts (not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales)agreements),options	Article 12	Engaging in derivatives trading shall aims to ensure the Company’s operating profit and avoid the risk which is triggered by exchange rate, interest rate or asset price volatility, and the target is not to gain speculative profit. 1. Transaction types: Forward contracts (not include insurance contracts, performance contracts, after-sales service contracts, long-term leasing contracts, or long-term purchase (sales) contracts ),options	Amend scope of derivatives to comply with the definition of financial instruments of IFRS 9

		contracts, futures contracts, leverage contracts, and swap contracts, and compound contracts combining the above products, whose value is derived from assets, interest rates, foreign exchange rates, indexes or other interests. 2. Level of authority: (1) The amount of individual contract is more than USD 10 million dollars: general manager. (The following omitted)		contracts, futures contracts, leverage contracts, and swap contracts, whose value is derived from aspecified interest rate, financial instrument price, commodity price, foreign exchange rate, indexof prices or rates, credit rating or credit index, or other variable; or hybrid contracts combining the above contracts; or hybrid contracts or structured products containing embedded derivatives. 2. Level of authority: (1) The amount of individual contract ismore than USD 10 million dollars: general manager. (The followingomitted)
Article 16		The Company engaging in derivatives transaction shall adopt the following risk management measures: 1. Scope of risk management: (1) to (6) omitted 2 to 3 omitted 4. Derivatives trading positions held shall be evaluated at least once per week; however, positions for hedge trades required by business shall be evaluated at least twice per month. Evaluation reports shall be submitted to senior management personnel authorized by the board of directors. 5. Other important risk management measures.	Article 16	The Company engaging in derivatives transaction shall adopt the following risk management measures: 1. Scope of risk management: (1) to (6) omitted (7)Commodity risk management: the Company shall have complete and correct professional knowledge of financial instruments, and shall require banks to fully disclosure of risk in order to avoid the risk of misuse of financial instruments. 2 to 3 omitted	Revise the wording.
Article 17		Where the Company engaging in derivatives trading, the board of directors shall faithfully supervise and manage such trading. (The following omitted) Senior manager authorized by the board of directors shall manage derivatives trading in accordance with the following principles: 1. Periodically evaluate the risk management measures currently employed are appropriate and are faithfully conducted in accordance withRegulations Governing the Acquisition and Disposal of Assets by Public Companies and these Procedures. 2. When irregular circumstances are found in the course of supervising trading and profit-loss circumstances, appropriate measures shall be adopted and a report immediately made to the board of directors; where a company has independent	Article 17	Where the Company engaging in derivatives trading, the board of directors shall faithfully supervise and manage such trading.(The following omitted) Senior manager authorized by the board of directors shall manage derivatives trading in accordance with the following principles: 1. Periodically evaluate the risk management measures currently employed are appropriate and are faithfully conducted in accordance with these Procedures. 2. When irregular circumstances are found in the course of supervising trading and profit-loss circumstances, appropriate measures shall be adopted and a report immediately made to the board of directors; an independent director shall be present at the meeting and express an opinion. The Company shall report to the soonest meetingof the board of	Revise the wording.

		directors , an independent director shall be present at the meeting and express an opinion. The Company shall report to the soonest meeting of the board of directors after it authorizes the relevant personnel to handle derivatives trading in accordance with these Procedures.		directors after it authorizes the relevant personnel to handle derivatives trading in accordance with these Procedures.
Article 18		The Company engaging in derivatives trading shall establish a log book in which details of the types and amounts of derivatives trading engaged in, board of directors approval dates, and the matters required to be carefully evaluated under subparagraph 4 of Article 16 and subparagraph 2 of paragraph 1, and subparagraph 1 of paragraph 2, of Article17 shall be recorded in detail in the log book. The Company's internal audit personnel shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives trading by the trading department adheres to the procedures for engaging in derivatives trading, and prepare an audit report. If any material violation is discovered, all supervisors shall be notified in writing.	Article 18	The Company engaging in derivatives trading shall establish a log book in which details of the types and amounts of derivatives trading engaged in, board of directors approval dates, and the matters required to be carefully evaluated under subparagraph 4 of Article 16 andsubparagraph 2 of paragraph 1, and subparagraph 1 of paragraph 2, of Article17 shall be recorded in detail in the log book. The Company's internal audit personnel shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives trading by the trading department adheres to the procedures for engaging in derivatives trading, and prepare an audit report. If any material violation is discovered,audit committee shall be notified in writing.	Amend to comply with “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”
Article 21		The Company participating in a merger, demerger, or acquisition, unless another act provides. (The following omitted) Where any of the companies participating in a merger, demerger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on an OTC market, the company(s) so listed or traded shall sign an agreement with such company whereby the latter is required to abide by the provisions of paragraphs 3 and 4.	Article 21	The Company participating in a merger, demerger, or acquisition, unless another act provides. (The following omitted) Where any of the companies participating in a merger, demerger, acquisition, or transfer of another company's shares is neither listed on an exchange nor has its shares traded on an OTC market, the company(s) so listed or traded shall sign an agreement with such company whereby the latter is required to abide by the provisions ofthe preceding two paragraphs .	Amend to comply with “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”
Article 27		Procedures for Announcement: The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by itself and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC by the 10th dayof each month.	Article 27	Procedures for Announcement: The Company shall compile monthly reports on the status of derivatives trading engaged in up to the end of the preceding month by itself and any subsidiaries that are not domestic public companies and enter the information in the prescribed format into the information reporting website designated by the FSC bythe 10th dayof each	Amend to comply with “Regulations Governing the Acquisition and Disposal of Assets by Public Companies”

	The Company shall report related information to the website designated by FSC for announcement based on its nature in stipulated form and reporting within 2 days of the transaction date if the assets acquired or disposed of by the Company are as below: 1. Acquisition or disposal of real property from or to a related party, or acquisition or disposal of assets other than real property from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements, or subscription or repurchase of domestic money market funds which is published by domestic securities investment trust enterprises, are not subject to this limit. 2. Merger, demerger, acquisition, or transfer of shares. 3. Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company. 4. Where the type of asset acquired or disposed is equipment/machinery for business use, the trading counterparty is not a related party, and the transaction amount reaches NT$1 billion or more. 5. Where real estate is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the amount the company expects to invest in the transaction reaches NT$500 million. 6. Where an asset transaction other than any of those referred to in the preceding five subparagraphs, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances:		month. The Company shall report related information to the website designated by FSC for announcement based on its nature in stipulated form and reporting within 2 days of the transaction date if the assets acquired or disposed of by the Company are as below: 1. Acquisition or disposal of real propertyor right-of-use assets from or to a related party, or acquisition or disposal of assets other than real property or right-of-use assets from or to a related party where the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more; provided, this shall not apply to trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or repurchase of domestic money market funds which is published by domestic securities investment trust enterprises, are not subject to this limit. 2. Merger, demerger, acquisition, or transfer of shares. 3. Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company. 4. Where the type of asset acquired or disposed is equipment/machineryor right-of-use assets for business use, the trading counterparty is not a related party, and the transaction amount reaches NT$1 billion or more. 5. Where real estate is acquired under an arrangement on engaging others to build on the company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and furthermore the transaction counterparty is not a related party, and the amount the company expects to invest in the transaction reaches NT$500 million. 6. Where an asset transaction other than anyof those referred to

	(1) Trading of government bonds. (2) Trading of bonds under repurchase/resale agreements, or subscription or repurchase of domestic money market funds which is published by domestic securities investment trust enterprises. The amount of transactions above shall be calculated as follows: 1. The amount of any individual transaction. 2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within the preceding year. 3. The cumulative transaction amount of real property acquisitions and disposals (cumulative acquisitions and disposals, respectively) within the same development project within the preceding year. 4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. (The following omitted)		in the preceding five subparagraphs, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: (1) Trading ofdomestic government bonds. (2) Trading of bonds under repurchase/resale agreements, or subscription or repurchase of domestic money market funds which is published by domestic securities investment trust enterprises. The amount of transactions above shall be calculated as follows: 1. The amount of any individual transaction. 2. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within the preceding year. 3. The cumulative transaction amount of real propertyor right-of-use assets acquisitions and disposals (cumulative acquisitions and disposals, respectively) within the same development project within the preceding year. 4. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. (The followingomitted)
Article 29	Investment limits of the Company and subsidiary companies: 1. The investment for non-business real estate or the total amount of the securities which is anticipate be sold in the short-term shall be limited no more than 50% net worth of the Company. Individually purchase non-business real estate or the investment amount of the securities which will be sold in the short-term shall be limited no more than 50% of the total purchasable amount. (The following omitted)	Article 29	Investment limits of the Company and subsidiary companies: 1. The investment for non-business real estate and right-of-use assets or the total amount of the securities which is anticipate be sold in the short-term shall be limited no more thannet worth of the Company. Individually purchase non-business real estateand right-of-use assets or the investment amount of the securities which will be sold in the short-term shall be limited no more than 50% of the total purchasable amount. (The followingomitted)	Include right-of-use assets in calculation of limits to comply with the provisions of IFRS 16: Leases

Resolution: Approved as proposed by voting (a total of 2,930,755,071 shares with voting rights

were present when votes were cast; the number of voting rights for approval is 2,562,400,833, among which 1,541,670,722 was exercised by electronic transmission, or 87.43 % of the total voting rights when votes were cast; the number of votes against is 406,059, among which 406,059 was exercised by electronic transmission; the number of votes abstained is 367,948,179, among which 367,937,179 was exercised by electronic transmission)

Item 6 Proposed by the Board

Proposal: Proposal for Release the Prohibition on Directors of Board Chen, Ruey-Long and Shyu, Jyuo-Min from Participation in Competitive Business.

• Explanation: (1) According to provisions of Company Act Article 209 Item 1, a director of board who does anything for himself or on behalf of another person that is within the scope 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 16, 2017 approved that the current directors of board are not refrained from conducting for himself or on behalf of another person the specified competitive business that is within the business scope of Inventec Corporation from the on board date . Proposal for lifting the restriction on current director of board from participation in newly added competitive business and the current director’s new position in other companies is listed below.

List of Current Director’s New Position in Other Companies

Position	Name	Serve in other Company	Position in other company
Independent director	Chen, Ruey-Long	Powerchip Semiconductor Manufacturing Corporation	Director
Independent director	Shyu, Jyuo-Min	United Microelectronics Corporation	Independent Director

Resolution: Approved as proposed by voting (a total of 2,930,755,071 shares with voting rights

were present when votes were cast; the number of voting rights for approval is 2,500,408,144, among which 1,479,678,033 was exercised by electronic transmission, or 85.31 % of the total voting rights when votes were cast; the number of votes against is 494,700, among which 494,700 was exercised by electronic transmission; the number of votes abstained is 429,852,227, among which 429,841,227 was exercised by electronic transmission)

E. Extraordinary Motions

N/A

F. Adjournment

Meeting adjourned: 9:30 am.

**In case of any discrepancy between the English version and the Chinese version of the minute of 2019 Annual General Shareholders’ Meeting of Inventec Corporation, the Chinese version shall prevail.

Appendix 1

Business Report

Honorable ladies and gentlemen, welcome to be present in the 2019 Shareholders' meeting of Inventec Corporation. The comprehensive impacts of the trade war between China and The United States, fluctuations in exchange rate and Brexit development have led the market recovery in uncertain sentiment for the World’s major economies. Due to the profound influence of the trade war between China and The United States on the global economy, the worldwide industry chain faces challenge of readjustment on optimization of industrial layout, and the information industry also embraces the severe adaption consequently. However, Inventec continues actively to implement resource integration and provide customers with superb products of core competency on the basis of its strong R&D capability along with the manufacturing advantage on the skill of software and hardware. Thanks to the efforts of all our employees, we had achieved performance growth for the past four years and had more than TWD 500 billion turnover for the first time in 2018. The business performance of 2018 and the business plan and outlook of 2019 are described as follows:

Business performance report for year 2018:

Regarding revenue and profit in 2018, the consolidated revenue reached more than TWD $506.8 billion, 8.42% growth compared with 2017 (Consolidated revenue of TWD 467.5 billion). Consolidated pre-tax operating profit was more than TWD 8.1 billion, indicating a growth of 13.17% compared with 2017. The after-tax net profit attributable to the parent company's shareholders was more than TWD 6.4 billion, a slight decrease compared with the previous year due to the influence of product portfolio factors; consolidated after-tax earnings per share was TWD 1.81, decreasing from the previous year (2017) when it was TWD 1.88.

Overall, the performance growth of 2018 continues to be attributed to the customer product layout and differentiated operation of the group's manufacturing process. Of those, the revenue of the company’s main product, the notebook computer which was about TWD 232.0 billion, increased by 14.46% compared with the same period last year due to increasing business demand. The revenue of server products was about TWD 181.0 billion, indicating 10.76% growth compared with the same period last year due to actively developing new customers and new products. With the impact of market demand and extreme production capacity, the operating revenue of smart device products was TWD 85.6 billion, which is generally in line with that of the same period last year. Since the overall industry outlook is still pessimistic with a stagnant market, despite having approximately TWD 8 billion in revenue, the solar energy company of the group is continuously making efforts to adjust its

Corporate governance and corporate social responsibility

Inventec prioritizes its reputation and thus operates with integrity and sustainability. Inventec espouses "innovation, quality, open mind, and execution" in its operations and maximum asset accumulation during operation as its business philosophy. The company abides by corporate governance internally and practices corporate citizenship externally. With its high regard for corporate governance and its various implementation forms, Inventec was ranked among the top 5% of the most excellent corporate-governance companies for four consecutive years of Corporate Governance Assessment. In the spirit of "one more

responsibility, one more concern", we will continue to improve corporate governance by strengthening the functional committee of the board and establishing a corporate governance organization, in addition to continuing to serve society, contributing to society, and fulfilling our corporate social responsibility through Inventec Group Charity Foundation.

Impact of external competition, the regulatory environment, and the overall operating environment and countermeasures

In 2018, a challenging year, performance was affected by significant changes in the political and economic environment, the exchange rate, and the business cycle. Despite facing adverse condition of the trade war between The United States and China, Inventec has still managed good performance by changing its operating plan and adjusting its production line layout. Inventec continues to maintain an experimental spirit and actively seeks transformation and innovation to overcome changes in both the external and internal environment and achieve its objectives and plans.

Business plan and future prospect for year 2019

Inventec focuses on software and hardware integration and develops high-quality and efficient products through its strong R&D capability and efficient operations team to meet customer needs. The specific implementation policy is divided into the following aspects:

• (1) Product business: As the leader of high-end laptop design and professional manufacturing in the past years, Inventec endeavors to continue thorough customer development, improve product average prices, and maintain the same level of operations. With regard to server business development, driven by the strong capital expenditure of major global network technology enterprises and the continuous demand from data centers, this year, the company will expand its cooperation with strategic partners and focus on designing and manufacturing a new generation of platforms to enhance operation performance. As for intelligent device products, based on its accumulated experience in smart terminal, broadband, and acoustic fields, the company expects to achieve more diversified development.

• (2) Product technology: The company will continuously invest in the key technology fields of ABCD5 (Artificial Intelligence, Blockchain, Cloud Computing, Big Data, and 5G), including the artificial intelligence application research center deployed in Taiwan, integrate resources of all factories and 5G application research and development, and simultaneously recruit talents in related fields to develop in the direction of new trends.

• (3) Establishment of smart factory: Detailed strategies and development plans are respectively created according to four aspects: improvement on production process (industry 4.0), Toyota production system (TPS), lean six sigma (LSS), and production line automation (Automation).

• (4) Continue to focus and develop new businesses: The company will develop business opportunities in the automotive electronics and health care fields. The company will extensively develop product innovation to meet market demands.

With rapid changes in the global market and rapid technical development, Inventec will adopt three strategies, namely "customer satisfaction", "value creation, profit pursuit" and "promotion on younger talented executives" to foresee customers' needs, create value for customers, and pursue profits for the company’s shareholders. We deeply believe that only by

enhancing ability, quality, and customized service, our core competitiveness can be improved through the circular system of value creation value through knowledge for the company to create greater enterprise value for both shareholders and employees.

Best wishes to all of you�

Chairman: Cho, Tom-Hwar President: Wu, Yung-Tsai Accounting Officer: Yu, Chin-Pao

Appendix 2

Audit Committee’s Review Report

Date: Mar.26, 2019

The Board of Directors has prepared and submitted to us the Company’s 2018 Business Report, Financial Statements and proposal for profit distribution. The Financial Statements have been audited, certified and issued an audit report by Wan-Wan Lin and Liu-Fong Yang of KPMG Certified Public Accountants. The Business Report, Financial Statements and profit distribution proposal have been reviewed and determined to be correct and accurate by the Audit Committee members. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.

Inventec Corporation

Convener of the Audit Committee: Chang, Chang-Pang

Appendix 3-Independent Auditors’ Report and Individual Financial Statements for Year 2018 Independent Auditors’ Report

To the Board of Directors of Inventec Corporation:

Opinion

We have audited the financial statements of Inventec Corporation(�the Company�), which comprise the balance sheet as of December 31, 2018 and 2017, and the statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2018 and 2017, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2018 and 2017, and its financial performance and its cash flows for the years ended December 31, 2018 and 2017 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

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

Key Audit Matters

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

1. Inventory Valuation

Please refer to Note 4(g), and Note 6(e) for accounting policies, and related disclosure information for inventory, respectively.

Description of the key audit matter:

The Company’s materials may be obsolescence or slow-moving due to the risk of price decline in inventory, the material prepared for designing products and forecast orders may be canceled or changed, or changed on components and quantities. Therefore, the valuation of inventories has been identified as a key audit matter.

How the matter was addressed in our audit:

In relation to the key audit matter above, we have performed certain key audit procedures that included assessing the appropriateness of inventories valuation policies; ensuring the process of inventory valuation is in conformity with the accounting policies; inspecting the inventory aging report; recalculating estimation of inventory valuation based on the Company’s policies.

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

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

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

Those charged with governance (including the Audit Committee) are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

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

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

1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern.

If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

1. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

2. Obtain sufficient appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain soley responsible for our audit opinion

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

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

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

The engagement partners on the audit resulting in this independent auditors’ report are Wan-Wan Lin and Liu-Fong Yang.

KPMG

Taipei, Taiwan (Republic of China) March 26, 2019

Notes to Readers

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

The independent auditors’ report and the accompanying parent company only 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 independent auditors’ report and parent company only financial statements, the Chinese version shall prevail.

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese) INVENTEC CORPORATION

BALANCE SHEETS

December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

ASSETS Current Assets� 1100 Cash and cash equivalents (Notes (4) and (6)(a)) 1110 Current financial assets at fair value through profit or loss (Notes (4) and (6)(b)) 1120 Current financial assets at fair value through other comprehensive income (Notes (4) and (6)(b)) 1125 Current available-for-sale financial assets, net (Notes (4) and (6)(b)) 1170 Accounts receivable, net (Note (4) and (6)(c)) 1180 Accounts receivable due from related parties, net (Notes (4), (6)(c) and (7)) 1200 Other receivables, net (Notes (4), (6)(d) and (7)) 1310 Inventories, manufacturing business, net (Notes (4) and (6)(e)) 1479 Other current assets, others (Notes (4) and (6)(i)) Non-current assets� 1517 Non-current financial assets at fair value through other comprehensive income (Notes 4 and 6(b)) 1523 Non-current available-for-sale financial assets, net (Notes (4) and (6)(b)) 1543 Non-current financial assets at cost, net (Notes (4) and (6)(b)) 1550 Investments accounted for using equity method, net (Notes (4) and (6)(f)) 1600 Property, plant and equipment (Notes (4) and (6)(g)) 1780 Intangible assets (Notes (4) and (6)(h)) 1900 Other non-current assets (Notes (4), (6)(i), (6)(m), (7) and (8)) TOTAL ASSETS	2018.12.31	2017.12.31 Amount % 5,205,101 3 23,286 - - - 1,149,740 1 28,112,409 18 40,524,564 26 28,735,991 19 2,337,142 2 101,953 - 106,190,186 69 - - 171,327 - 370,916 - 33,309,968 22 12,407,998 8 80,691 - 1,223,820 1 47,564,720 31 153,754,906 100 LIABILITIES AND EQUITY Current Liabilities� 2100 Short-term borrowings (Note (6)(j)) 2120 Current financial liabilities at fair value through profit or loss (Notes (4) and (6)(b)) 2130 Current contract liabilities (Note (6)(p)) 2170 Accounts payable 2180 Accounts payable due to related parites net (Note (7)) 2230 Current tax liabilities 2200 Other payables (Note (7)) 2322 Long-term borrowings, current portion (Note (6)(j)) 2399 Other current liabilities 2313 Deferred income Non-current Liabilities� 2540 Long-term borrowings (Note (6)(j)) 2640 Net defined benefit liability, non-current (Notes (4) and (6)(l)) 2670 Other non-current liabilities, others (Notes (4) and (6)(m)) Total Liabilities Equity: 3110 Ordinary share (Note (6)(n)) 3200 Capital surplus (Note (6)(n)) Retained earnings (Note (6)(n)): 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings (deficit to be offset) 3400 Other equity interest (Note (6)(n)) Total Equity TOTAL LIABILITIES AND EQUITY	2018.12.31	2017.12.31 Amount % 14,167,878 9 21,669 - - - 30,096,212 20 30,844,738 20 318,516 - 5,265,263 3 - - 8,523,323 6 3,628,059 2
	Amount % $ 2,373,511 1 71,557 - 479,397 - - - 48,804,422 27 28,667,039 16 52,978,971 30 2,183,875 1 1,166,284 1		Amount % $ 25,244,660 14 4,958 - 5,850,432 3 32,507,121 18 42,944,150 24 954,793 1 5,767,304 3 250,000 - 5,506,148 3 - -
	136,725,056 76
	312,865 - - - - - 29,375,472 16 11,531,196 7 74,619 - 1,662,425 1		119,029,566 66	92,865,658 60
			3,350,000 2 633,815 - 1,303,771 1	3,600,000 2 657,784 1 948,627 1
			5,287,586 3	5,206,411 4
			124,317,152 69	98,072,069 64
			35,874,751 20 2,912,889 2 10,149,619 6 107,546 - 7,966,033 4 (1,646,357) (1)	35,874,751 23 2,913,096 2 9,474,128 6 - - 7,528,408 5 (107,546) -
	42,956,577 24
			55,364,481 31	55,682,837 36
	$ 179,681,633 100		$ 179,681,633 100	153,754,906 100

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

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) INVENTEC CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME

For the Years Ended December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

4110 Total sales revenue (Notes (4), (6)(p), (6)(q) and (7)) 5000 Total operating costs (Notes (4), (6)(e) and (7)) Gross profit from operations 5910 Less:Unrealized profit (loss) from sales (Note (7)) 5920 Add:Realized profit (loss) from sales (Note (7)) Gross profit from operations Operating expenses (Notes (4)(r)): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit loss (gain) Total operating expenses Net operating income Non-operating income and expenses (Notes (4), (6)(f) and (6)(s)): 7010 Other income 7020 Other gains and losses, net 7050 Finance costs, net 7775 Share of profit (loss) of subsidiaries, associates and joint ventures accounted for using equity method Total non-operating income and expenses 7900 Profit from continuing operations before tax 7950 Less: Tax expense (Notes (4) and (6)(m)) Profit for the period Other comprehensive income (loss): 8310 Items that will not be reclassified subsequently to profit and loss 8311 Remeasurements of defined benefit plans 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8330 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8349 Less: Income tax benefit (expense) related to items that will not be reclassified subsequently Total items that will not be reclassified subsequently to profit and loss 8360 Items that will be reclassified to profit or loss 8361 Exchange differences on translation 8362 Unrealized gains (losses) on valuation of available-for-sale financial assets 8380 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss Total items that will be reclassified subsequently to profit and loss Other comprehensive income (net of tax) 8500 Total comprehensive income Earnings per share attributable to stockholders of parent (Notes (4) and (6)(o)) 9750 Basic earnings per share (NT dollars) 9850 Diluted earnings per share (NT dollars)	2018	% 100 96	2017	% 100 96
	Amount $ 348,798,356 334,753,253		Amount 323,126,751 309,064,140
	14,045,103 18,889 13,751	4 - -	14,062,611 13,751 15,140	4 - -
	14,039,965	4	14,064,000	4
	1,595,103 1,794,062 5,036,707 6,267	- 1 1 -	1,764,145 1,970,354 4,770,947 -	- 1 1 -
	8,432,139	2	8,505,446	2
	5,607,826	2	5,558,554	2
	63,464 1,093,732 (1,151,655) 1,978,533	- - - -	44,445 (7,797) (737,112) 3,053,598	- - - -
	1,984,074	-	2,353,134	-
	7,591,900 1,092,044	2 -	7,911,688 1,156,776	2 -
	6,499,856	2	6,754,912	2
	(15,243) (844,849) (25,100) 3,049	- - - -	(23,969) - (16,956) 4,075	- - - -
	(882,143)	-	(36,850)	-
	47,215 - (65,106) -	- - - -	(111,394) 486,121 (1,000,986) -	- - - -
	(17,891)	-	(626,259)	-
	(900,034)	-	(663,109)	-
	$ 5,599,822	2	6,091,803	2
	$	1.81		1.88
	$	1.80		1.87

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

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese) INVENTEC CORPORATION

STATEMENTS OF CHANGES IN EQUITY

For the Years Ended December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2017 Net income (loss) for the period Other comprehensive income (loss) for the period Total comprehensive income (loss) for the period Appropriation and distribution of retained earnings: Legal reserve appropriated Cash dividends of ordinary shares Balance at December 31, 2017 Effects of retrospective application Equity at beginning of period after adjustments Net income (loss) for the period Other comprehensive income (loss) for the period Total comprehensive income (loss) for the period Appropriation and distribution of retained earnings: Legal reserve appropriated Special reserve appropriated Cash dividends of ordinary shares Changes in share of associates and joint ventures accounted for using equity method Balance at December 31, 2018	Capital Stock	Capital Surplus	Retained Earnings	Other Equity Intere	Other Equity Intere	st	Total Equity
				Exchange Differences on Translation of Foreign Financial Statements	Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income	Unrealized Gains (Losses) on Available for Sale Financial Assets
	Share Capital		Legal Reserve Special reserve Unappropriated Retained Earnings 8,910,416 - 6,575,897
	$ 35,874,751	2,913,096		222,227	-	296,486	54,792,873
	- -	- -	- - 6,754,912 - - (36,850)	- (1,194,586)	- -	- 568,327	6,754,912 (663,109)
	-	-	- - 6,718,062	(1,194,586)	-	568,327	6,091,803
	- -	- -	563,712 - (563,712) - - (5,201,839)	- -	- -	- -	- (5,201,839)
	35,874,751 -	2,913,096 -	9,474,128 - 7,528,408 - - 647,702	(972,359) -	- 218,474	864,813 (864,813)	55,682,837 1,363
	35,874,751	2,913,096	9,474,128 - 8,176,110	(972,359)	218,474	-	55,684,200
	- -	- -	- - 6,499,856 - - (7,562)	- (17,891)	- (874,581)	- -	6,499,856 (900,034)
	-	-	- - 6,492,294	(17,891)	(874,581)	-	5,599,822
	- - - -	- - - (207)	675,491 - (675,491) - 107,546 (107,546) - - (5,919,334) - - -	- - - -	- - - -	- - - -	- - (5,919,334) (207)
	$ 35,874,751	2,912,889	10,149,619 107,546 7,966,033	(990,250)	(656,107)	-	55,364,481

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

(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)

INVENTEC CORPORATION

STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Profit before income tax Adjustments: Adjustments to reconcile profit before income tax to net cash provided by operating activities Depreciation expense Amortization expense Expected credit loss (gain) / provisions for bad debt expenses Interest expense Interest income Dividend income Share of profit of subsidiaries, associates and joint ventures accounted for using equity method Loss on disposal of property, plant and equipment Gain on disposal of investments Unrealized foreign exchange (gain) loss Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Decrease in financial assets held for trading Decrease in financial assets at fair value through profit or loss, mandatorily measured at fair value Increase in accounts receivable Increase in other receivables Decrease (increase) in inventories (Increase) decrease in other current assets Total changes in operating assets Changes in operating liabilities: (Decrease) increase in financial liabilities held for trading Increase in contract liabilities Decrease in notes payable Increase in accounts payable Increase in other payables Decrease in other current liabilities Decrease in net defined benefit liabilities Increase in deferred income Total changes in operating liabilities Total changes in operating assets and liabilities Total adjustments Cash outflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows used in operating activities	2018 $ 7,591,900 347,395 542,980 6,267 1,151,655 (63,464) (28,866) (1,978,533) 7,218 (64) (253,809)	2017 7,911,688 297,436 540,161 331,955 737,112 (44,445) (36,502) (3,053,598) 11,748 (1,094,768) 413,931
	(269,221)	(1,896,970)
	- 40,555 (9,178,676) (24,117,175) 153,267 (60,079)	68,130 - (9,933,366) (1,588,814) (1,673,331) 23,695
	(33,162,108)	(13,103,686)
	(16,711) 547,683 - 14,829,831 444,183 (1,619,093) (39,212) -	21,669 - (12,132) 1,402,495 86,358 (172,927) (75,350) 660,388
	14,146,681	1,910,501
	(19,015,427)	(11,193,185)
	(19,284,648)	(13,090,155)
	(11,692,748) 63,445 5,849,682 (1,068,934) (207,354)	(5,178,467) 44,700 2,512,095 (724,523) (1,211,682)
	(7,055,909)	(4,557,877)

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

(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)

INVENTEC CORPORATION

STATEMENTS OF CASH FLOWS (CONT'D)

For the Years Ended December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from investing activities: Proceeds from capital reduction of financial assets at fair value through other comprehensive income Proceeds from disposal of available-for-sale financial assets Proceeds from capital reduction of available-for-sale financial assets Acquisition of financial assets at cost Proceeds from disposal of investments accounted for using equity method Proceeds from liquidation 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 Proceeds from disposal of intangible assets Increase in other non-current assets Net cash flows (used in) from investing activities Cash flows from financing activities: Increase in short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Increase in other non-current liabilities Cash dividends paid Net cash flows from (used in) financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2018 2,765 - - - 64 13,660 (241,683) 2,554 (252,421) 127 (619,095)	2017 - 1,206,773 11,264 (15,425) - 116 (422,222) 1,441 (284,870) - (192,509) 304,568 4,491,382 8,481,600 (8,481,600) (7,185) (5,201,839) (717,642) (4,970,951) 10,176,052 5,205,101
	(1,094,029)
	11,233,940 12,145,000 (12,145,000) 3,742 (5,919,334)
	5,318,348
	(2,831,590) 5,205,101
	$ 2,373,511

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

Appendix 4-Independent Auditors’ Report and Consolidated Financial Statements for Year 2018 Independent Auditors’ Report

To the Board of Directors of Inventec Corporation:

Opinion

We have audited the consolidated financial statements of Inventec Corporation and its subsidiaries (�the Group�), which comprise the consolidated balance sheets as of December 31, 2018 and 2017, the consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2018 and 2017, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2018 and 2017, and its consolidated financial performance and its consolidated cash flows for the years ended December 31, 2018 and 2017 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards ( � IFRSs � ), International Accounting Standards (�IASs�), Interpretations developed by the International Financial Reporting Interpretations Committee (�IFRIC�) or the former Standing Interpretations Committee (�SIC�) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

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

Key Audit Matters

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

1. Inventory Valuation

Please refer to Note 4(i) and Note 6(e) for accounting policies, and related disclosure information for inventory, respectively.

Description of the key audit matter:

The Group’ s materials may be obsolescence or slow-moving due to the risk of price decline in inventory, the material prepared for designing products and forecast orders may be canceled or changed, or changed on components and quantities. Therefore, the valuation of inventories has been identified as a key audit matter.

How the matter was addressed in our audit:

In relation to the key audit matter above, we have performed certain key audit procedures that included assessing the appropriateness of inventories valuation policies; ensuring the process of inventory valuation is in conformity with the accounting policies; inspecting the inventory aging report; recalculating estimation of inventory valuation based on the Group’ s policies.

2. The offsetting agreements of financial assets and liabilities

Please refer to Note 4(g), 6(b) and 6(x) for accounting policy and detailed information on the agreements of financial assets and liabilities offsetting.

Description of the key audit matter:

In order to use fund flexibly, the Group handled multiple kinds of financial instruments which IAS was endorsed by FSC to offset financial assets and liabilities and be reported in the balance sheet. The disclosure of financial instruments which are not expired on the reporting date would influence the judgment of report reader.

How the matter was addressed in our audit:

In relation to the key audit matter above, we have performed certain key audit procedures that included examining whether the amount of the signed contract were within the scope authorized by the Board of Directors; sampling transactions in 2017 to examine whether contracts were signed with banks; review the contracts to check if the regulation of offsetting criteria was met; and assessing whether the disclosure of financial assets and liabilities offsetting is appropriate.

Other Matter

Inventec Corporation has additionally prepared its parent company only financial statements as of and for the years ended December 31, 2018 and 2017, on which we have issued an unmodified opinion.

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

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

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

Those charged with governance (including the Audit Committee or supervisors) are responsible for overseeing the Group's financial reporting process.

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

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

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

1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

6. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

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

The engagement partners on the audit resulting in this independent auditors’ report are Wan-Wan Lin and Liu-Fong Yang.

KPMG

Taipei, Taiwan (Republic of China) March 26, 2019

Notes to Readers

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

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

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) INVENTEC CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

ASSETS Current Assets� 1100 Cash and cash equivalents (Notes (4) and (6)(a)) 1110 Current financial assets at fair value through profit or loss (Notes (4) and (6)(b)) 1120 Current financial assets at fair value through other comprehensive income (Notes (4) and (6)(b)) 1125 Current available-for-sale financial assets, net (Notes (4) and (6)(b)) 1170 Accounts receivable, net (Notes (4) and (6)(c)) 1180 Accounts receivable due from related parties, net (Notes (4), (6)(c) and (7)) 1200 Other receivables, net (Notes (4), (6)(d) and (7)) 1310 Inventories, manufacturing business, net (Notes (4) and (6)(e)) 1479 Other current assets, others (Notes (6)(k)) Non-current assets� 1517 Non-current financial assets at fair value through other comprehensive income (Notes (4) and (6)(b)) 1523 Non-current available-for-sale financial assets, net (Notes (4) and (6)(b)) 1543 Non-current financial assets at cost, net (Notes (4) and (6)(b)) 1550 Investments accounted for using equity method, net (Notes (4) and (6)(f)) 1600 Property, plant and equipment (Notes (4) and (6)(h)) 1760 Investment property, net (Notes (4) and (6)(i)) 1780 Intangible assets (Notes (4) and (6)(j)) 1900 Other non-current assets (Notes (4), (6)(k) and (6)(o)) TOTAL ASSETS	2018.12.31	2017.12.31 Amount % 26,949,180 13 125,376 - - - 9,224,122 4 78,596,479 38 1,085 - 1,048,952 1 39,548,087 19 12,831,283 6 168,324,564 81 - - 171,327 - 432,441 - 326,957 - 33,351,252 16 295,290 - 892,416 - 4,973,580 3 40,443,263 19 208,767,827 100 LIABILITIES AND EQUITY Current Liabilities� 2100 Short-term borrowings (Note (6)(l)) 2120 Current financial liabilities at fair value through profit or loss (Notes (4) and (6)(b)) 2130 Current contract liabilities (Note (6)(s)) 2170 Accounts payable 2230 Current tax liabilities 2200 Other payables (Note (7)) 2322 Long-term borrowings, current portion (Note (6)(l)) 2399 Other current liabilities, others 2313 Deferred income Non-current Liabilities� 2540 Long-term borrowings (Note (6)(l)) 2640 Net defined benefit liability, non-current (Notes (4) and (6)(n)) 2670 Other non-current liabilities, others (Notes (4) and (6)(o)) Total Liabilities Equity attributable to owners of parent� 3110 Ordinary share (Note (6)(p)) 3200 Capital surplus (Note (6)(p)) 3300 Retained earnings (Note (6)(p)) 3400 Other equity interest (Note (6)(p)) Total equity attributable to owners of parent 36XX Non-controlling interests Total Equity TOTAL LIABILITIES AND EQUITY	2018.12.31	2017.12.31 Amount % 36,605,498 18 21,669 - - - 73,213,841 35 1,683,273 1 12,890,156 6 387,609 - 13,648,540 7 4,379,968 2
	Amount % $ 25,062,511 12 2,467,479 1 479,397 - - - 92,234,720 45 - - 2,534,539 2 42,938,996 21 2,186,792 1		Amount % $ 31,301,280 15 4,958 - 6,717,641 4 76,453,829 37 2,389,874 1 12,638,279 6 556,670 - 10,629,884 5 - -
	167,904,434 82		140,692,415 68	142,830,554 69
	359,816 - - - - - 273,356 - 30,324,516 15 740,269 - 885,307 - 5,316,224 3		3,409,061 2 633,815 - 3,347,114 2	3,965,731 2 672,265 - 2,368,663 1
			7,389,990 4	7,006,659 3
			148,082,405 72	149,837,213 72
			35,874,751 18 2,912,889 1 18,223,198 9 (1,646,357) (1)	35,874,751 17 2,913,096 1 17,002,536 8 (107,546) -
	37,899,488 18
			55,364,481 27 2,357,036 1	55,682,837 26 3,247,777 2
			57,721,517 28	58,930,614 28
	$ 205,803,922 100		$ 205,803,922 100	208,767,827 100

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

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) INVENTEC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

4110 Total sales revenue (Notes (4), (6)(s), (6)(t) and (7)) 5000 Total operating costs (Notes (4) and (7)) Gross profit from operations Operating expenses (Notes (6)(c), (6)(d) and (6)(u)): 6100 Selling expenses 6200 Administrative expenses 6300 Research and development expenses 6450 Expected credit loss (gain) 6400 Total operating expenses Net operating income Non-operating income and expenses: 7010 Other income (Note (6)(v)) 7020 Other gains and losses, net (Note (6)(v)) 7050 Finance costs, net (Note (6)(v)) 7060 Share of profit (loss) of associates and joint ventures accounted for using equity method, net (Notes (4) and (6)(f)) Total non-operating income and expenses 7900 Profit from continuing operations before tax 7950 Less: Tax expense (Notes (4) and (6)(o)) Profit for the period Other comprehensive income (loss): 8310 Items that will not be reclassified subsequently to profit and loss 8311 Remeasurements of defined benefit plans 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8320 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8349 Less: Income tax benefit (expense) related to items that will not be reclassified subsequently Total items that will not be reclassified subsequently to profit and loss 8360 Items that will be reclassified to profit or loss 8361 Exchange differences on translation 8362 Unrealized gains (losses) on valuation of available-for-sale financial assets 8370 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 8399 Income tax related to components of other comprehensive income that will be reclassified to profit or loss Total items that will be reclassified subsequently to profit and loss Other comprehensive income (net of tax) 8500 Total comprehensive income Profit (loss), attributable to: 8610 Profit (loss), attributable to owners of parent 8620 Profit (loss), attributable to non-controlling interests Comprehensive income attributable to: 8710 Comprehensive income, attributable to owners of parent 8720 Comprehensive income, attributable to non-controlling interests Earning per share attributable to stockholders of parent (Notes (4) and (6)(r)) 9750 Basic earnings per share (NT dollars) 9850 Diluted earnings per share (NT dollars)	For the y	ears ende	d December 31,	% 100 94
	2018	% 100 95	2017
	Amount $ 506,884,018 483,002,434		Amount 467,512,347 442,473,204
	23,881,584	5	25,039,143	6
	2,712,807 4,887,598 8,805,994 (15,530)	- 1 2 -	2,616,051 4,865,079 8,828,444 -	1 1 2 -
	16,390,869	3	16,309,574	4
	7,490,715	2	8,729,569	2
	1,161,902 1,259,503 (1,768,283) (10,575)	- - - -	1,492,666 (1,628,771) (1,369,088) (37,928)	- - - -
	642,547	-	(1,543,121)	-
	8,133,262 2,814,266	2 1	7,186,448 2,849,410	2 1
	5,318,996	1	4,337,038	1
	(10,279) (847,613) (30,865) 3,804	- - - -	(43,111) - 177 6,729	- - - -
	(884,953)	-	(36,205)	-
	(30,094) - 270 -	- - - -	(1,191,478) 568,327 (474) -	- - - -
	(29,824)	-	(623,625)	-
	(914,777)	-	(659,830)	-
	$ 4,404,219	1	3,677,208	1
	$ 6,499,856 (1,180,860)	1 -	6,754,912 (2,417,874)	2 (1)
	$ 5,318,996	1	4,337,038	1
	$ 5,599,822 (1,195,603)	1 -	6,091,803 (2,414,595)	1 -
	$ 4,404,219	1	3,677,208	1
	$	1.81		1.88
	$	1.80		1.87

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

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) REVIEWED ONLY, NOT AUDITED IN ACCORDANCE WITH GENERALLY ACCEPTED AUDITING STANDARDS

INVENTEC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Years Ended December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2017 Net income (loss) for the period Other comprehensive income (loss) for the period Total comprehensive income (loss) for the period Appropriation and distribution of retained earnings: Legal reserve appropriated Cash dividends of ordinary shares Changes in non-controlling interests Balance at December 31, 2017 Effects of retrospective application Equity at beginning of period after adjustments Net income (loss) for the period Other comprehensive income (loss) for the period Total comprehensive income (loss) for the period Appropriation and distribution of retained earnings: Legal reserve appropriated Special reserve appropriated Cash dividends of ordinary shares Changes in non-controlling interests Others Balance at December 31, 2018			Equity attributable to owner	Equity attributable to owner	s of parent	Equity attributable to owners of parent Non - controlli ng interests 54,792,873 5,714,389 6,754,912 (2,417,874) (663,109) 3,279	Total Equity 60,507,262 4,337,038 (659,830)
	Capital Stock	Capital Surplus	Retained Earnings		Other Equity Interest
					Exchange Differences on Translation Unrealized gains (losses) from financial assets measured at fair value Unrealized Gains (Losses) on of Foreign Financial Statements through other comprehensive income Available for Sale Financial Assets 222,227 - 296,486 - - - (1,194,586) - 568,327
	Share Capital		Legal Reserve Special reserve 8,910,416 - - - - -	Unappropriated Retained Earnings
	$ 35,874,751 - -	2,913,096 - -		6,575,897 6,754,912 (36,850)
	-	-	- -	6,718,062	(1,194,586) - 568,327	6,091,803 (2,414,595)	3,677,208
	- - -	- - -	563,712 - - - - -	(563,712) (5,201,839) -	- - - - - - - - -	- - (5,201,839) - - (52,017)	- (5,201,839) (52,017)
	35,874,751 -	2,913,096 -	9,474,128 - - -	7,528,408 647,702	(972,359) - 864,813 - 218,474 (864,813)	55,682,837 3,247,777 1,363 -	58,930,614 1,363
	35,874,751	2,913,096	9,474,128 -	8,176,110	(972,359) 218,474 -	55,684,200 3,247,777	58,931,977
	- -	- -	- - - -	6,499,856 (7,562)	- - - (17,891) (874,581) -	6,499,856 (1,180,860) (900,034) (14,743)	5,318,996 (914,777)
	-	-	- -	6,492,294	(17,891) (874,581) -	5,599,822 (1,195,603)	4,404,219
	- - - - -	- - - - (207)	675,491 - - 107,546 - - - - - -	(675,491) (107,546) (5,919,334) - -	- - - - - - - - - - - - - - -	- - - - (5,919,334) - - 304,655 (207) 207	- - (5,919,334) 304,655 -
	$ 35,874,751	2,912,889	10,149,619 107,546	7,966,033	(990,250) (656,107) -	55,364,481 2,357,036	57,721,517

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

(English Translation of Consolidated Financial Statements Originally Issued in Chinese)

INVENTEC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities: Profit before income tax Adjustments: Adjustments to reconcile profit before income tax to net cash provided by operating activities Depreciation expense Amortization expense Expected credit loss (gain) / provisions for bad debt expenses Interest expense Interest income Dividend income Share of losses of associates and joint ventures accounted for using equity method (Gain) loss on disposal of property, plant and equipment Gain on disposal of investments Impairment loss on financial assets Impairment loss on non-financial assets Unrealized foreign exchange gain Others Total adjustments to reconcile profit Changes in operating assets and liabilities: Changes in operating assets: Decrease in financial assets held for trading Increase in financial assets at fair value through profit or loss, mandatorily measured at fair value Increase in accounts receivable (Increase) decrease in other receivables Increase in inventories Decrease (increase) in other current assets Total changes in operating assets Changes in operating liabilities: (Decrease) increase in financial liabilities held for trading Increase in contract liabilities Decrease in notes payable to related parties Increase in accounts payable (Decrease) increase in other payables (Decrease) 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 (outflow) inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows (used in) from operating activities	2018 $ 8,133,262 3,474,042 1,006,415 (15,530) 1,768,283 (1,161,902) (30,675) 10,575 (57,338) (37,428) - 155,168 (59,944) 11,045	2017 7,186,448 3,938,810 882,316 23,323 1,369,088 (1,492,666) (36,502) 37,928 197,801 (1,182,665) 19,200 3,050,636 (87,558) 290
	5,062,711	6,720,001
	- (404,343) (15,075,146) (1,740,079) (2,642,456) 525,278	63,584 - (6,034,197) 303,180 (9,130,624) (98,294)
	(19,336,746)	(14,896,351)
	(16,710) 479,640 - 3,728,140 (292,519) (1,512,461) (47,958) -	21,563 - (12,132) 4,236,702 337,731 442,245 (114,589) 807,847
	2,338,132	5,719,367
	(16,998,614)	(9,176,984)
	(11,935,903)	(2,456,983)
	(3,802,641) 1,490,071 30,675 (1,804,736) (1,448,917)	4,729,465 1,046,193 36,913 (990,179) (2,556,526)
	(5,535,548)	2,265,866

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

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) INVENTEC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT'D)

For the Years Ended December 31, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from investing activities: Proceeds from capital reduction of financial assets at fair value through other comprehensive income Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of available-for-sale financial assets Proceeds from disposal of available-for-sale financial assets Proceeds from capital reduction of available-for-sale financial assets Acquisition of financial assets at cost Disposal of financial assets at cost Proceeds from liquidation 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 Effect on lost of control over subsidiary's cash Decrease (increase) in other financial assets Increase in other non-current assets Net cash flows from (used in) investing activities Cash flows from financing activities: (Decrease) increase in short-term borrowings Proceeds from long-term borrowings Repayments of long-term borrowings Increase (decrease) in other non-current liabilities Cash dividends paid Change in non-controlling interests Net cash flows (used in) from financing activities Effect of exchange rate changes on cash and cash equivalents Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	2018 2,765 (11,108,576) 17,379,361 - - - - - 30,822 (1,916,305) 69,311 (255,741) - - 11,192,526 (1,264,816)	2017
		- - - (18,409,063) 13,515,870 11,264 (17,798) 53,742 - (2,653,868) 257,527 (286,912) 17,236 (92,707) (8,915,024) (1,778,813)
	14,129,347	(18,298,546)
	(4,567,702) 12,145,000 (12,532,609) 51,139 (5,919,334) 288,072	22,553,371 8,789,940 (8,911,700) (5,888) (5,201,839) (19,914)
	(10,535,434)	17,203,970
	54,966 (1,886,669) 26,949,180	(194,554) 976,736 25,972,444
	$ 25,062,511	26,949,180

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

Appendix 5

Inventec Corporation

Profit Distribution Table

Year 2018

Unit: NTD�

	Unit: NTD�
Items:	Total amount
Beginning retained earnings	826,036,498
Adjustments for new standards of IFRS	647,702,487
Less: Defined benefit plans remeasurement	(7,561,759)
Add: Net profit after tax	6,499,856,254 (649,985,625) (1,538,810,899)
Less: 10% legal reserve
Less: Special Reserve
Distributable net profit	5,777,236,956
Less: Distributable items: Cash Dividend to shareholders (NT$1.5 per share)
	(5,381,212,599)
Unappropriated retained earnings	396,024,357