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KINSUS AGM Information 2017

Aug 8, 2017

52304_rns_2017-08-08_069f71c1-e88a-4759-b30d-6ed1a1d27210.pdf

AGM Information

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(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

KINSUS INTERCONNECT TECHNOLOGY CORP. Minutes for the 2017 of Annual Meeting of Shareholders

  • l Time: 9:00 a.m., May 26th (Friday), 2017

  • l Place: No. 1245, ZhongHua Rd., XinWu Dist., Taoyuan City

(Kinsus Shih-Lei plant, staff canteen)

  • l Total outstanding Kinsus shares: 446,000,000 shares. Total Kinsus shares with voting rights: 445,450,000 shares

  • l Total shares held by shareholders presented in person or by proxy: 340,102,737 shares (including electronic votes (“e-votes”) of 332,136,388 shares.)

  • l Percentage of shares held by shareholders presented in person or by proxy: 76.35% l Chairman: Guo, Ming-Dong, the Chairman

  • l Attending Directors:

Mr. Guo, Ming-Dong,

Mr. Tong, Zi-Xian,

Ms. Wu, Shiang-Siang,

Ms. Su, Yan-Xue,

Mr. Cheng, Zhong-Ren,

Mr. Chen, Jin-Cai,

Mr. Huang, Chuan-Bao,

Mr. Wu, Hui-Huang,

  • l Other attendants:

Mr. Hong, Mao-Yi, CPA, Ernst & Young

Mr. Huang, Yi-Hui, CPA, Ernst & Young

Ms. Yang, Shiou-Yuan, Lawyer

  • l Meeting Recorder: Ms. Liu, Su-Zhen

The aggregate shareholding of the shareholders present in person or by proxy constituted a quorum. The Chairman called the meeting ot order.

  • l Chairman’s Opening Statement (omitted)

  • I. Items To Be Reported

    1. The 2016 Business Report

1

Explanatory Notes: Please refer to Attachment I.

  1. Audit Committee’s Review Report on the 2016 Financial Statements

Explanatory Notes: Please refer to Attachment II.

  1. To report the 2016 employees’ and directors’ compensation

Explanatory Notes:

  • a. Based on the Company’s Article of Incorporation, article#24, the Company’s employees’ and directors’ compensation shall be at no less than 10% and no more than 1% of the “income before tax and employees’ and directors’ compensation”, respectively, if profits in current year is made.

  • b. The Company’s board of directors has resolved to pay out 2016 directors’ and employees’ compensation in amount of NT$20,910,710 and NT$343,533,107, respectively. All the payments will be in cash.

  • c. These compensations have been reviewed by the Company’s Compensation Committee and approved by the Board of Directors.

II. Items To Be Approved

  1. To approve 2016 Business Report, Consolidated Financial Statements and ParentCompany-Only Financial Statements (Proposed by the Board of Directors)

Explanatory Notes:

The Company’s Business Report (as shown in Attachment I to the Meeting Handbook), Consolidated Financial Statements and Parent-Company-Only Financial Statements (as shown in Attachment III to the Meeting Handbook) have been reviewed by Audit Committee and hereby proposed for the shareholders’ approval. Among these documentations, the Parent-Company-Only Financial Statements and Consolidated Financial Statements have been audited by Ernst & Young.

Voting Results:

VotingResults:
Number of shares
presented at the time
of voting
For Against Abstained Invalid
340,102,737 votes*
(332,136,388 votes)
314,800,806 votes*
(311,814,051 votes)
38,817 votes*
(38,817 votes)
25,263,114 votes*
(20,283,520 votes)
0 votes*
100.00% 92.56% 0.01% 7.43% 0.00%

*including e-votes (number in brackets)

2

  1. To approve the proposal for 2016 earnings distribution (Proposed by the Board of Directors)

Explanatory Notes:

  • a. The Company’s retained earnings available for distribution total to NT$15,163,370,576, which are calculated by adding 2016 net profits after tax of NT$2,233,704,590 plus beginning retained earnings of NT$12,930,624,282 but minus other comprehensive income (actuarial gains or losses on defined benefits plan) of NT$(958,296). For earnings distribution purpose, legal reserve of NT$223,370,459 and special reserve of NT$613,195 shall be set aside. Total cash dividends of NT$1,336,350,000 are hereby proposed for distributed to shareholders. Dividend per share (all in cash) is accounted for at NT$3 per share.

  • b. Earnings distrubtion schedule has been reviewed and agreed by the Board and Directors and is shown in Attachment IV to the Meeting Handbook.

  • c. Please authorize the Board of Directors to execute the earnings distribution process in good faith as deemed necessary after the shareholders’ approval on the earnings distribution. Also please authorize the Chairman to adjust the cash dividend, if too trivial to one NT dollar, to specific shareholders.

  • d. Please authorize the Board of Directors to adjust, in good faith, the ratio of dividend per share, based on the shares outstanding on the record date for distribution, to the extent of no change in the resolved total amount to be distributed to shareholders.

Voting Results:

VotingResults:
Number of shares
presented at the time
of voting
For Against Abstained Invalid
340,102,737 votes*
(332,136,388 votes)
315,287,806 votes*
(312,301,051 votes)
39,822 votes*
(39,822 votes)
24,775,109 votes*
(19,795,515 votes)
0 votes*
100.00% 92.70% 0.01% 7.29% 0.00%

*including e-votes (number in brackets)

III. Items To Be Discussed and Resolved and The Election

  1. Amendment to the Articles of Incorporation (Proposed by the Board of Directors)

Explanatory Notes:

  • a. The Amendment is based on the Company’s operating need.

  • b. For comparison for amendment to the Article of Incorporation, please refer to Attachment V.

  • c. Please proceed to discuss and resolve it.

3

Voting Results:

VotingResults:
Number of shares
presented at the time
of voting
For Against Abstained Invalid
340,102,737 votes*
(332,136,388 votes)
299,612,806 votes*
(296,626,051 votes)
40,817 votes*
(40,817 votes)
40,449,114 votes*
(35,469,520 votes)
0 votes*
100.00% 88.10% 0.01% 11.89% 0.00%

*including e-votes (number in brackets)

  1. Amendment to the Company’s Practice Guidance for Loaning to Others (Proposed by the Board of Directors)

Explanatory Notes:

  • a. The Amendment is based on amended Article 14 of Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies.

  • b. The amendment has been reviewed by the Company’s Audit Committee.

  • c. For comparison for amendment to the Company’s Practice Guidance for Loaning to Others, please refer to Attachment VI.

  • d. Please proceed to discuss and resolve it.

Voting Results:

VotingResults:
Number of shares
presented at the time
of voting
For Against Abstained Invalid
340,102,737 votes*
(332,136,388 votes)
298,323,536 votes*
(295,336,781 votes)
48,092 votes*
(48,092 votes)
41,731,109 votes*
(36,751,515 votes)
0 votes*
100.00% 87.72% 0.01% 12.27% 0.00%

*including e-votes (number in brackets)

  1. Amendment to the Company’s Practice Guidance for Providing Endorsement / Guarantee (Proposed by the Board of Directors)

Explanatory Notes:

  • a. The Amendment is based on amended Article 5 of Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies.

  • b. The amendment has been reviewed by the Company’s Audit Committee.

  • c. For comparison for amendment to the Company’s Practice Guidance for Providing Endorsement /Guarantee, please refer to Attachment VII.

  • d. Please proceed to discuss and resolve it.

4

Voting Results:

VotingResults:
Number of shares
presented at the time
of voting
For Against Abstained Invalid
340,102,737 votes*
(332,136,388 votes)
298,332,811 votes*
(295,346,056 votes)
40,817 votes*
(40,817 votes)
41,729,109 votes*
(36,749,515 votes)
0 votes*
100.00% 87.72% 0.01% 12.27% 0.00%

*including e-votes (number in brackets)

  1. Amendment to the Company’s Procedures for Acquisition or Disposal of Assets (Proposed by the Board of Directors)

Explanatory Notes:

  • a. 1. The Amendment is based on FSC’s Order #1060001296 announced on Feb. 9, 2017 and the Company’s practical need.

  • b. The amendment has been reviewed by the Company’s Audit Committee.

  • c. For comparison for amendment to the Company’s Procedures for Acquisition or Disposal of Assets, please refer to Attachment VIII.

  • d. Please proceed to discuss and resolve it.

Voting Results:

VotingResults:
Number of shares
presented at the time
of voting
For Against Abstained Invalid
340,102,737 votes*
(332,136,388 votes)
298,331,806 votes*
(295,345,051 votes)
41,822 votes*
(41,822 votes)
41,729,109 votes*
(36,749,515 votes)
0 votes*
100.00% 87.72% 0.01% 12.27% 0.00%

*including e-votes (number in brackets)

  1. By-electing the Company’s Director (Proposed by the Board of Directors)

Explanatory Notes:

  • a. The 2017 annual shareholders’ meeting is to conduct the by-election due to a resignation of one of the Company’s directors. The newly elected director will be engaged immediately after the completion of by-election with a term from May 26, 2017 to June 10, 2018, the same expiration date for other existing dirctors.

  • b. The election shall adopt the candidate nomination system in accordance with the Articles of Incorporation. The Company has examined and approved the qualification of candidates in the board meeting held on March 30, 2017. The related information of candidate is specified hereunder.

5

Candidate’s Name: Mr. Ho-Shu Chen

Education: Physics/Qinghua University

Experiences: General Manager of Kinsus Interconnect Technology and Production Manager of Motorola

  • Current Positions: The general manager of Kinsus Interconnect Technology, director of Pegavision Corporation and director of FuYang Technology Corp.

Current Shareholding: 361,002 shares

Voting Results:

VotingResults:
Position Shareholder
Account No.
Shareholder Name Votes
Director 17 Mr. Ho-Shu Chen 253,678,616 votes
  1. To release the newly by-elected director from prohibition of non-compete (Proposed by the Board of Directors)

Explanatory Notes:

  • a. Pursuant to Article#209 of the Company Act, a director engaging either for himself or on behalf of another person, in the activities that are within the scope of the Company's business shall report to and acquire an approval from the shareholders’ meeting.

  • b. In the presumption that the newly-elected director’s behavior will not cause any harm to the Company, it is hereby proposed to release him from the prohibition of non-complete.

Voting Results:

VotingResults:
Number of shares
presented at the time
of voting
For Against Abstained Invalid
340,102,737 votes*
(332,136,388 votes)
239,248,597 votes*
(236,259,842 votes)
50,400,067 votes*
(50,400,067 votes)
50,454,073 votes*
(45,476,479 votes)
0 votes*
100.00% 83.87% 0.00% 16.13% 0.00%

*including e-votes(number in brackets)

IV. Other Questions and Motions

  • V. Adjournment

6

Attachment I

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

2016 Business Report

1. 2016 Business Report

The Company’s business performance was not good as prior year for the first half of 2016 due to the overall atmosphere of semi-conductor industry mainly focusing merely on disposing the existing inventory. While the level of stock has been reduced and needed to be replenished, the sale revenue of semi-conductor industry was enhanced for the second half of 2016 because of the improvement in products demand and sale price. Overall, worldwide 2016 semi-conductor revenue totaled to US$339.684 billion, which was about flat compared to US$334.768 billion, according to a result of research conducted by Gartner.

The growth from telecommunication market in 2016 has been offset by the recession from PC market. Revenue of wireless telecommunication grew 9.6%, mainly driven by the growth of smartphones and memory products. However, the semi-conductor market related to PC and Tablet was suffering a recession at a rate of 8.3%. Many countries have been taking actions to maintain economy development by adopting the “easymoney policy” to build up an easy financial environment and conducting finance restructures. However, these actions seem to come to an end when FED decides to raise the interest rates starting the end of 2016 and expects to raise them 3 times during 2017. Moreover, although the remaining problems from global financial crisis have been resolved, certain structure problems, including aging population, long-term insufficient investment in capital, low-speedy technology innovation, and decline in ambition and enthusiasm, still exist and reduce the potential of global economy growth by influencing consumption and investment.

The Company’s revenue in parent-company-only basis totaled to NT$17,931,850 thousand in 2016, increased by 0.59% compared to NT$17,827,251 thousand in 2015. Net income in parentcompany-only basis was NT$2,233,705 thousand in 2016, decreased by 23.08% compared to NT$2,903,952 thousand in 2015. The Company’s consolidated revenue totaled to NT$23,165,066 thousand in 2016, increased by 0.45% compared to NT$23,061,311 thousand in 2015. The consolidated net income was NT$2,073,028 thousand in 2016, decreased by 24.05% compared to NT$2,729,526 thousand in 2015. The Company expects to re-catch the growth in light of increasing significant investments in Shin-Fon Factory for capital expenditures and initial investment after organizational adjustments.

7

(In Thousands of New Taiwan Dollars
Except for Earnings Per Share)
(In Thousands of New Taiwan Dollars
Except for Earnings Per Share)
(In Thousands of New Taiwan Dollars
Except for Earnings Per Share)
Account
(Inparent-company-onlybasis)
2016 2015 Growth Rate
(%)
Operatingrevenues 17,931,850 17,827,251 0.59%
Grossprofit 4,709,722 5,313,503 -11.36%
Operatingincome 2,691,712 3,509,636 -23.31%
Pre-tax income 2,627,932 3,347,502 -21.50%
Net income 2,233,705 2,903,952 -23.08%
Earningsper share(in NT$) 5.01 6.51

(In Thousands of New Taiwan Dollars Except for Earnings Per Share)

Account
(In consolidated basis)
2016 2015 Growth Rate
(%)
Operatingrevenues 23,165,066 23,061,311 0.45%
Grossprofit 5,750,545 5,961,602 -3.54%
Operatingincome 2,589,772 3,063,724 -15.47%
Pre-tax income 2,569,458 3,205,248 -19.84%
Net income 2,073,028 2,729,526 -24.05%
Net income/loss attributable to:
Shareholders of theparent 2,233,705 2,903,952
Non-controllinginterests -160,677 -174,426
Earningsper share(In NT$) 5.01 6.51

2. Summary of 2017 business plan:

(1)Business Policy

Since the Company’s establishment, we have been upholding the principle of "Satisfying Customers and Pursuing for Excellence" as our business policy, developing leadership in technique to meet market demand, mastering new generation product demands, investing engineering resources to stay ahead, and striving for better profit to benefit our shareholders under the intense competition.

(2)2017 Expected Sales and Its Sources

For 2017, Deutsche Bank expects that there will be 10% growth in the Data Center market, 9% in automotive, 7% in communications, and 4% in consumer and industrial markets. WSTS highlights that memory and sensor products would be the major chip products to bring semiconductor industry for growing. While, International Business Strategies expect that Data Center and automotive will be the major strengths for growth in 2017.

8

New developments in electronics/semiconductor industry include the applications of autonomous driving services, virtual reality, cloud IOT, etc. Although the related technology is not yet mature, the market size is huge and prospective. According to Gartner, a market survey institution, the compound annual growth rate of IOT appliance will be up to 30%. The future business opportunity is infinitive. Kinsus’ fastest-growing produsts such as SiP substrates, FCCSP substrates, embedded high-density substrates are exactly the well-preparation for the industrial trend.

However, we have to be cautious that the variety of handheld devices. The market of semiconductor remains stable due to speedy shift to smartphone and 4G LTE. However, the yearly sale growth probably slows down due to the trend of high-end but low-price of products.

(3)Significant Production and Marketing Policy

  • A. We will continuously invest research and development resources to support the diversified needs of consuming products and expand micro fine circuit manufacturing process production line. Also we will invest to meet the need of Fab 10 nm product process in order to obtain the market opportunities.

  • B. As the expanding scale in operation, we will continuously recruit the professional talent, import high quality systems and technology, and invest in automated production equipment to improve production yields in order to achieve the Company’s high-profit target.

  • C. We will maintain the partnerships with the advanced wafer design companies, timely grasp the most updated market information, and complete process technology and product capacity preparation as early as possible in order to maintain the long-term competitiveness of the Company.

3. Company development strategy

The components of portable and wearable devices miniature trend will continue. The demand on related SiP substrate, FCCSP substrates and embedded high-density substrates will remain strong. These are the substrate products applied on current products and for the transition to the future of virtual reality and cloud IOT terminal devices. Kinsus will do whatever we can to seize key opportunities in market and continue to adjust the layout for market changes. We hope to win in market and to share the growing performance results with our shareholders.

Chairman:Guo, Ming-Dong

CEO:Chen, Ho-Shu

Chief Accountant:Liu, Su-Zhen

9

Attachment II

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Kinsus Interconnect Technology Corp.

Audit Committee’s Review Report

The Board of Directors has prepared the Company’s 2016 Business Report, Consolidated Financial Statements, Parent-company-only Financial Statements and the proposal for distribution of earnings. Among these documentation, the financial statements have been audited by the auditors, Ernst & Young, and the audit reports relating to the Financial Statements have been granted. The Business Report, Financial Statements, and earnings distribution proposal have been reviewed and determined to be fairly presented by the Audit Committee members of Kinsus Interconnect Technology Corp. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby submit the review report to the Company’s shareholders.

Kinsus Interconnect Technology Corp.

Chairman of the Audit Committee: Jin-Cai Chen

March 30[th] , 2017

10

Attachment III

English Translation of an Audit Report Originally Issued in Chinese REPORT OF INDEPENDENT AUDITORS

To: the Board of Directors and Shareholders of Kinsus Interconnect Technology Corp.

Opinion

We have audited the accompanying parent-company-only balance sheets of Kinsus Interconnect Technology Corp. (the “Company”) as of December 31, 2016 and 2015, and the related parentcompany-only statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the parent-company-only financial statements, including the summary of significant accounting policies (together “the parent-company-only financial statements”).

In our opinion, based on the results of our audits and the report of other auditors (please refer to the - Other Matter Making Reference to the Audit of a Component Auditor section of our report), the parent-company-only financial statements referred to above present fairly, in all material respects, the parent-company-only financial position of the Company as of December 31, 2016 and 2015, and their parent-company-only financial performance and cash flows for the years then ended, in conformity with the requirements of 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 Attestation of Financial Statements by Certified Public Accountants and 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 Parent-Company-Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of the most significance in our audit of parent-company-only financial statements for the year ended December 31, 2016. These matters were addressed in the context of our audit of the parent-company-only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

11

Revenue Recognition

We determine that revenue recognition is one of the key audit matters. The Company’s revenue amounting to NT$17,931,850 thousand for the year ended December 31, 2016 is a significant account to the Company’s financial statements. The Company has conducted these sale activities in multimarketplace, including Taiwan, China, USA, etc. Among these locations, it has established hubwarehouse for certain foreign customers’ convenience. Furthermore, variety of sale terms and conditions enacted in its main sale contracts or sale orders contributed to the complexity for the Company to decide the appropriate timing of transfer the risk of ownership and return of goods to the buyers. We therefore conclude that there are significant risks with respect to the topic of revenue recognition.

Our audit procedures therefore include, but not limit to, evaluating the properness of accounting policy for revenue recognition, assessing and testing the effectiveness of relevant internal controls related to revenue recognition, particularly those controls for sipment to or from foreign warehouses, obtaining major sale orders or agreements to inspect the terms and conditions, checking the consistency of the accounting for revenue recognition with sale agreement or orders, performing analytical review procedures on monthly sale revenues, and executing sale cut-off tests, etc.

We have also evaluated the appropriateness of the related disclosure in Note 6 to the financial statements.

Related Party Transactions

The Company, to implement a plan of group operation, sold part of its operating equipment and machinery to FuYang Technology Corp., an associate investee accounted for under equity method indirectly, in amount of NT$241,776 thousand. This transaction was accunted for as a significant, non-routine related party transaction during the year ended December 31, 2016. We therefore conclude that the transaction is one of the key audit matters.

Our audit procedures therefore include, but not limit to, obtaining the related mutual agreements in order to clarify the purpose, pricing and collection term of the transaction, evaluating and testing the effectiveness of the internal controls related to related party transactions established by the Company’s management, including the approval flow authorized by board of directors or proper management and examination on the Company’s compliance with the “Process Guidance for Acquiring or Disposing Assets”.

We have also evaluated the appropriateness of the related disclosure in Note 7 to the financial statements.

12

Other Matter – Making Reference to the Audit of a Component Auditor

We did not audit the financial statements of FuYang Technology Corp., an indirectly invested associate accounted for under the equity method by the Company. The financial statements of FuYang Technology Corp. as of December 31, 2016 and for the year then ended were audited by other auditors, whose report thereon has been furnished to us. Our audit, insofar as it related to the investment in the associate accounted for under the equity method amounting to NT$432,689 thousand as of December 31, 2016 representing 1.22% of the Company’s total assets, the related shares of income before tax from the associate under the equity method for the year then ended amounting to NT$(12,783) thousand representing (0.49)% of the Company’s income before tax, and the related shares of other comprehensive income from the associate under the equity method for the year then ended amounting to NT$(4,528) thousand representing 2.31% of the other comprehensive income, are based solely on the audit reports of other auditors.

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

Management is responsible for the preparation and fair presentation of the parent-company-only financial statements in accordance with the requirements of 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 parent-company-only financial statements that are free from material misstatement, whether due to fraud or error.

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

Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company.

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

Our objectives are to obtain reasonable assurance about whether the parent-company-only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with 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 parentcompany-only financial statements.

13

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

  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 internal control of the Company.

  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 ability to continue as a going concern of the Company. 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 Company to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the parent-company-only financial statements, including the accompanying notes, and whether the parent-company-only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent-company-only 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.

14

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 2016 parent-company-only financial statements and are therefore the key audit matters. We describe these matters in our auditor’s 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.

Ernst & Young February 8, 2017 Taipei, Taiwan, Republic of China

Notice to Readers

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

15

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

Kinsus Interconnect Technology Corp. Parent-Company-Only Balance Sheets

As of December 31, 2016 and 2015

(Amounts Expressed in Thousands of New Taiwan Dollars)

Assets Assets Assets 2016 2016 2015 2015
Code Accounts Notes Amount % Amount %
1100
1110
1147
1150
1170
1180
1200
1210
1310
1410
1470
11XX
1550
1600
1780
1840
1915
1995
15XX
1XXX
Current assets
Cash and cash equivalents
Financial assets at fair value through profit or loss
Bond investments with no active market
Notes receivable, net
Accounts receivable, net
Accounts receivable - related parties, net
Other receivables
Other receivables - related parties
Inventories, net
Prepayments
Other current assets
Total current assets
Non-current assets
Investment accounted for under equity method
Property, plant and equipment, net
Intangible assets, net
Deferred tax assets
Prepayment for equipment
Other non-current assets
Total non-current assets
Total Assets
4, 6(1)
4, 6(2)
4, 6(3)
4, 6(4)
4, 6(5)
4, 6(5), 7
7
4, 6(6)
4, 6(7)
4, 6(8), 8, 9
4, 6(9)
4, 6(22)
4, 6(8), 9
6(10)
$9,833,450
2,839,333
423,057
3,030
2,513,446
33,730
243,431
314,027
1,318,258
73,942
29,811
17,625,515
3,778,285
11,947,782
5,208
9,593
2,133,188
3,838
17,877,894
$35,503,409
28
8
1
-
7
-
1
1
4
-
-
50
10
34
-
-
6
-
50
100
$10,998,903
3,524,742
423,057
1,835
2,920,639
21,759
281,480
7,489
1,317,749
115,144
72,238
19,685,035
3,610,796
10,309,220
9,869
9,593
2,452,423
2,202
16,394,103
$36,079,138
30
10
1
-
8
-
1
-
4
-
-
54
10
29
-
-
7
-
46
100

(The accompanying notes are an integral part of the parent-company-only financial statements.)

Chairman: Ming-Dong Guo

CEO: Ho-Shu Chen

Head of Accounting: Su-Zhen Liu

16

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

Kinsus Interconnect Technology Corp.

Parent-Company-Only Balance Sheets (Continued) As of December 31, 2016 and 2015

(Amounts Expressed in Thousands of New Taiwan Dollars)

Liabilities and Equity Liabilities and Equity Liabilities and Equity 2016 2016 2015 2015
Code Accounts Notes Amount % Amount %
2100
2150
2170
2180
2200
2230
2300
21XX
2540
2570
2600
25XX
2XXX
3100
3110
3200
3300
3310
3350
3400
3500
3XXX
Current liabilities
Short-term loans
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Current income tax liabilities
Other current liabilities

Total current liabilities
Non-current liabilities
Long-term loans
Deferred tax liabilities
Other non-current liabilities

Total non-current liabilities
Total liabilities
Capital
Common stock
Capital surplus
Retained earnings
Legal capital reserve
Unappropriated earnings
Other components of equity
Treasury Stock
Total equity
Total liabilities and equity
6(11)
7
6(12), 7
4, 6(22)
6(13)
6(14), 8
4, 6(22)
4, 6(15), 6(16)
6(17)
6(17)
6(17)
6(17)
$1,277,100
43,498
1,074,861
207,877
2,414,819
469,126
324,358
5,811,639
788,700
351
33,009
822,060
6,633,699
4,460,000
5,939,819
3,340,018
15,163,371
(613)
(32,885)
28,869,710
$35,503,409
4
-
3
1
7
1
1
17
2
-
-
2
19
12
17
9
43
-
-
81
100
$1,831,266
49,834
1,049,302
428,877
3,094,451
541,841
329,589
7,325,160
288,860
39,834
34,148
362,842
7,688,002
4,460,000
5,939,819
3,049,623
14,780,095
194,484
(32,885)
28,391,136
$36,079,138
5
-
3
1
9
2
1
21
1
-
-
1
22
12
16
8
41
1
-
78
100

(The accompanying notes are an integral part of the parent-company-only financial statements.)

CEO: Ho-Shu Chen

Head of Accounting: Su-Zhen Liu

Chairman: Ming-Dong Guo

17

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

Kinsus Interconnect Technology Corp.

Parent-Company-Only Statements of Comprehenstve Income For the Years Ended December 31, 2016 and 2015

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

Code Accounts Notes 2016 2015 2015
Amount % Amount %
4000
5000
5900
6000
6100
6200
6300
6900
7000
7010
7020
7050
Operating revenues
Operating costs
Gross profit
Operating expenses

Selling

General and administrative

Research and development
Operating expenses total
Operating income
Non-operating income and expenses

Other income

Other gains and losses

Finance costs
Share of profit or loss of subsidiaries, associates and joint ventures
Non-operating income and expense total
Income from continuing operations before income tax
Income tax
Net income
Other comprehensive income (loss)
Item that may not be reclassified subsequently to profit or loss

Actuarial gain (loss) on defined benefit plains
Items that may be reclassified subsequently to profit or loss
Unrealized gain (loss) on available-for-sale security
Share of other comprehensive income (loss) of subsidiaries, associates and joint ventures
Income tax related to items that may be reclassified subsequently to profit or loss
Total other comprehensive income, net of tax
Total comprehensive income
Earnings per share - basic (in NT$)
Earnings per share - diluted (in NT$)
4, 6(18), 7
7
7
6(20), 7
6(20), 7
6(20)
4, 6(22)
6(21)
6(23)
6(23)
$17,931,850
(13,222,128)
4,709,722
(204,559)
(859,383)
(954,068)
(2,018,010)
2,691,712
155,185
8,391
(27,776)
(199,580)
(63,780)
2,627,932
(394,227)
2,233,705
(959)
-
(234,931)
39,834
(196,056)
$2,037,649
$5.01
$4.95
100
(74)
26
(1)
(5)
(5)
(11)
15
1
-
-
(1)
-
15
(3)
12
-
-
(1)
-
(1)
11
$17,827,251
(12,513,748)
5,313,503
(170,374)
(620,887)
(1,012,606)
(1,803,867)
3,509,636
118,580
66,432
(21,360)
(325,786)
(162,134)
3,347,502
(443,550)
2,903,952
(8,721)
(24,694)
(72,922)
12,397
(93,940)
$2,810,012
$6.51
$6.38
100
(70)
30
(1)
(3)
(6)
(10)
20
1
-
-
(2)
(1)
19
(3)
16
-
-
-
-
-
16
7070
7900
7950
8200
8300
8310
8311
8360
8362
8370
8399
8500
9750
9850

(The accompanying notes are an integral part of the parent-company-only financial statements.)

Chairman: Ming-Dong Guo

CEO: Ho-Shu Chen

Head of Accounting: Su-Zhen Liu

18

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

Kinsus Interconnect Technology Corp.

Parent-Company-Only Statements of Changes in Equity For the Years Ended December 31, 2016 and 2015

(Amounts Expressed in Thousands of New Taiwan Dollars)

Items Capital Capital
Surplus
RetainedEarnings RetainedEarnings OtherComponents ofequity OtherComponents ofequity Treasury
Stock
Legal
Reserve
Unappropriate
d Earnings
Exchange
differences arising
on translation of
foreign operations
Unrealized
valuation gain
(loss) on available-
for-sale financial
assets
Code 3100 3200 3310 3350 3410 3425 3500 3XXX
A1
B1
B5
D1
D3
D5
L1
A1
B1
B5
D1
D3
D5
Z1
Balance as of January 1, 2015
Appropriation and distribution of 2014 earnings:
Legal reserve
Cash dividends - common shares
Net income (loss) for 2015
Other comprehensive income (loss) for 2015
Total comprehensive income
Treasury stock repurchased
Balance as of December 31, 2015
Appropriation and distribution of 2015 earnings:
Legal reserve
Cash dividends - common shares
Net income (loss) for 2016
Other comprehensive income (loss) for 2016
Total comprehensive income
Balance as of December 31, 2016
$4,460,000
-
4,460,000
-
$4,460,000
$5,939,819
-
5,939,819
-
$5,939,819
$2,687,890
361,733
-
3,049,623
290,395
-
$3,340,018
$14,030,597
(361,733)
(1,784,000)
2,903,952
(8,721)
2,895,231
14,780,095
(290,395)
(1,559,075)
2,233,705
(959)
2,232,746
$15,163,371
$255,009
(60,525)
(60,525)
194,484
(195,097)
(195,097)
$(613)
$24,694
(24,694)
(24,694)
-
-
-
$-
$-
-
(32,885)
(32,885)
-
$(32,885)
$27,398,009
-
(1,784,000)
2,903,952
(93,940)
2,810,012
(32,885)
28,391,136
-
(1,559,075)
2,233,705
(196,056)
2,037,649
$28,869,710

(The accompanying notes are an integral part of the parent-company-only financial statements.)

NOTE: The employees' bonuses of NT$343,533 and the directors' and supervisors' remuneration of NT$20,911 thousand for the year ended December 31, 2016 had been deducted from comprehensive income for the year ended December 31, 2016.

The employees' bonuses of NT$442,444 and the directors' and supervisors' remuneration of NT$26,026 thousand for the year ended December 31, 2015 had been deducted from comprehensive income for the year ended December 31, 2015.

Chairman: Ming-Dong Guo

CEO: Ho-Shu Chen

Head of Accounting: Su-Zhen Liu

19

- - English Translation of Parent Company Only Financial Statements Originally Issued in Chinese Kinsus Interconnect Technology Corp.

Parent-Company-Only Statements of Cash Flows For the Years Ended December 31, 2016 and 2015

(Amounts Expressed in Thousands of New Taiwan Dollars)

Code Items 2016 2015 Code Items 2016 2015
AAAA
A10000
A20000
A20010
A20100
A20200
A20300
A20400
A20900
A21200
A22300
A22500
A22500
A23100
A23700
A30000
A31110
A31130
A31150
A31160
A31180
A31190
A31200
A31230
A31240
A32130
A32150
A32160
A32180
A32210
A32230
A32240
A33000
A33100
A33300
A33500
AAAA
Cash flows from operating activities:
Net income before tax
Adjustments:
Profit or loss not effecting cash flows:
Depreciation
Amortization
Bad debt expense (gain on recovery)
Net loss (gain) of financial assets (liabilities) at fair value through profit or loss
Interest expense
Interest income
Share of profit or loss of subsidiaries, associates and joint ventures
Gain on disposal of property, plant and equipment
Loss on disposal of property, plant and equipment
Gain on disposal of investment
Impairment loss of non-financial asset
Changes in operating assets and liabilities:
Financial Assets at fair value through profit or loss
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivable
Other receivable - related parties
Inventories
Prepayment
Other current assets
Notes payable
Accounts payable
Accounts payable - related parties
Other payable
Advance receipts
Other current liabilities
Net pension liability under defined benefit plan
Cash generated from operations
Interest received
Interest paid
Income tax paid
Net cash provided by (used in) operating activities
$2,627,932
2,259,944
19,197
4,289
(10,159)
27,776
(62,885)
199,580
451
-
-
17,100
695,568
(1,195)
402,904
(11,971)
37,350
(306,538)
(509)
41,202
42,427
(6,336)
25,559
(221,000)
(262,715)
760
(3,040)
(4,098)
$3,347,502
1,953,230
26,086
(17,179)
(24,447)
21,360
(76,970)
325,786
(5)
725
(30,845)
-
1,581,283
2,523
(499,791)
(20,751)
110,843
1,708
4,075
(38,824)
(24,680)
9,970
122,233
181,562
(77,360)
(1,126)
254
(4,241)
6,872,921
77,349
(21,073)
(806,858)
6,122,339
BBBB
B00400
B00600
Cash flows from investing activities:
Disposal of available-for-sale financial assets
Acquisition of bond investments for which no active market exists
Acquisition of investment accounted for under equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Acquisition of intangible assets
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Increase in (repayment of) short-term loans
Increase in long-term loans
Repayment of long-term loans
Increase in guarantee deposits received
Payment of cash dividends
Treasury stock purchased
Net cash provided by (used in) financing activities
Net Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
-
-
(602,000)
(4,255,307)
241,776
(1,636)
(14,536)
46,520
(3,057)
-
(4,172,476)
5
3,145
(24,028)
(4,149,891)
1,100,468
-
(339,432)
-
(1,784,000)
(32,885)
(1,055,849)
916,599
10,082,304
$10,998,903
B01800
B02700
B02800
B03800
B04500
BBBB
CCCC
C00100
C01600
C01700
C03000
C04500
C04900
CCCC
EEEE
E00100
E00200
(4,631,703)
(554,166)
800,000
(303,111)
2,000
(1,559,075)
-
(1,614,352)
(1,165,453)
10,998,903
$9,833,450
5,511,593
63,584
(27,984)
(466,591)
5,080,602

(The accompanying notes are an integral part of the parent-company-only financial statements.)

Head of Accounting: Su-Zhen Liu

Chairman: Ming-Dong Guo

CEO: Ho-Shu Chen

20

English Translation of Financial Statements and a Report Originally Issued in Chinese

MANAGEMENT REPRESENTATION LETTER

The entities that are required to be included in the combined financial statements of Kinsus Interconnect Technology Corp. as of December 31, 2016 and for the year then ended under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with the International Financial Reporting Standard No. 10, “Consolidated Financial Statements.” In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, Kinsus Interconnect Technology Corp. and Subsidiaries do not prepare a separate set of combined financial statements.

Very truly yours,

Kinsus Interconnect Technology Corp.

By

Guo, Ming-Dong Chairman February 8[th] , 2017

21

English Translation of Financial Statements and a Report Originally Issued in Chinese REPORT OF INDEPENDENT AUDITORS

To: the Board of Directors and Shareholders of Kinsus Interconnect Technology Corp.

Opinion

We have audited the accompanying consolidated balance sheets of Kinsus Interconnect Technology Corp. (the “Company”) and its subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including the summary of significant accounting policies (together “the consolidated financial statements”).

In our opinion, based on our audits and the reports of other auditor (please refer to the Other Matter – Making Reference to the Audit of a Component Auditor section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2016 and 2015, and their consolidated financial performance and cash flows for the years then ended, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and 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 Company and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2016 consolidated financial statements. 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.

22

Revenue Recognition

We determine that revenue recognition is one of the key audit matters. The Company’s consolidated revenue amounting to NT$23,165,066 thousand for the year ended December 31, 2016 is a significant account to the Company’s consolidated financial statements. The Company and its subsidiaries have conducted these sale activities in multi-marketplace, including Taiwan, China, USA, etc. Among these locations, the Company and its subsidiaries have established hub-warehouse for certain foreign customers’ convenience. Furthermore, variety of sale terms and conditions enacted in the main sale contracts or sale orders contributed to the complexity for the Company and its subsidiaries to decide the appropriate timing of transfer the risk of ownership and return of goods to the buyers. We therefore conclude that there are significant risks with respect to the topic of revenue recognition.

Our audit procedures therefore include, but not limit to, evaluating the properness of accounting policy for revenue recognition, assessing and testing the effectiveness of relevant internal controls related to revenue recognition, particularly those controls for shipment to or from foreign warehouses, obtaining major sale orders or agreements to inspect the terms and conditions, checking the consistency of the accounting for revenue recognition with sale agreement or orders, performing analytical review procedures on monthly sale revenues, and executing sale cut-off tests, etc.

We have also evaluated the appropriateness of the related disclosure in Note 6 to the consolidated financial statements.

Related Party Transactions

The Company and its subsidiaries, to implement a plan of group operation, sold part of its operating equipment and machinery to FuYang Technology Corp., an associate investee accounted for under equity method, in amount of NT$241,776 thousand. This transaction was accunted for as a significant, non-routine related party transaction during the year ended December 31, 2016. We therefore conclude that the transaction is one of the key audit matters.

Our audit procedures therefore include, but not limit to, obtaining the related mutual agreements in order to clarify the purpose, pricing and collection term of the transaction, evaluating and testing the effectiveness of the internal controls related to related party transactions established by the Company’s management, including the approval flow authorized by board of directors or proper management and examination on the Company and its subsidiaries’ compliance with the “Process Guidance for Acquiring or Disposing Assets”.

We have also evaluated the appropriateness of the related disclosure in Note 7 to the consolidated financial statements.

23

Other Matter – Making Reference to the Audit of a Component Auditor

We did not audit the financial statements of FuYang Technology Corp., an invested associate accounted for under the equity method. The financial statements of FuYang Technology Corp. as of December 31, 2016 and for the year then ended were audited by other auditors, whose report thereon has been furnished to us. Our audit, insofar as it related to the investment in the associate accounted for under the equity method amounting to NT$432,689 thousand as of December 31, 2016 representing 1.05% of the Company’s consolidated total assets, the related shares of income before tax from the associate under the equity method for the year then ended amounting to NT$(12,783) thousand representing (0.50)% of the Company’s consolidated income before tax, and the related shares of other comprehensive income from the associate under the equity method for the year then ended amounting to NT$(4,528) thousand representing 1.38% of the consolidated other comprehensive income, are based solely on the audit reports of other auditors.

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 requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by 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 ability to continue as a going concern of the Company and its subsidiaries, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee or supervisors, are responsible for overseeing the financial reporting process of the Company and its subsidiaries.

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 auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise

24

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 internal control of the Company and its subsidiaries.

  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 ability to continue as a going concern of the Company and its subsidiaries. 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 Company and its subsidiaries to cease to continue as a going concern.

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

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiaries 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.

25

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 2016 consolidated financial statements and are therefore the key audit matters.

We describe these matters in our auditor’s 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.

Ernst & Young February 8, 2017 Taipei, Taiwan, Republic of China

Notice to Readers

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

26

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Consolidated Balance Sheets

As of December 31, 2016 and 2015

(Amounts Expressed In Thousands of New Taiwan Dollars)

Assets Assets Assets 2016 2016 2015 2015
Code Accounts Notes Amount % Amount %
1100
1110
1147
1150
1170
1180
1200
1210
1310
1410
1470
11XX
1543
1550
1600
1780
1840
1900
1915
15XX
1XXX
Current assets
Cash and cash equivalents
Financial assets at fair value through profit or loss
Bond investments with no active market
Notes receivable, net
Accounts receivable, net
Accounts receivable - related parties
Other receivables
Other receivables - related parties
Inventories, net
Prepayments
Other current assets
Total current assets
Non-current assets
Financial assets carried at cost
Investment accounted for under equity method
Property, plant and equipment, net
Intangible assets
Deferred income tax assets
Other non-current assets
Prepayment for equipment
Total non-current assets
Total Assets
4, 6(1)
4, 6(2)
4, 6(3), 8
4, 6(5)
4, 6(6)
4, 6(6), 7
7
4, 6(7)
4, 6(4)
4, 6(8)
4, 6(9), 8
4, 6(10)
4, 6(25)
6(11), 7
4, 6(9), 9
$11,212,646
3,268,435
423,057
3,030
3,197,829
399,736
289,514
307,646
2,258,244
134,676
120,742
21,615,555
50,000
432,689
16,578,663
18,820
9,882
295,385
2,252,721
19,638,160
$41,253,715
27
8
1
-
8
1
1
1
5
-
-
52
-
1
40
-
-
1
6
48
100
$12,746,307
3,536,370
428,112
1,835
3,590,193
248,909
336,543
2,081
2,285,436
159,205
136,377
23,471,368
50,000
-
16,150,904
30,280
9,880
318,785
2,607,515
19,167,364
$42,638,732
30
8
1
-
8
1
1
-
5
1
-
55
-
-
38
-
-
1
6
45
100

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

CEO: Ho-Shu Chen

Head of Accounting: Su-Zhen Liu

Chairman: Ming-Dong Guo

27

Kinsus Interconnect Technology Corp. and Subsidiaries Consolidated Balance Sheets-(Continued) As of December 31, 2016 and 2015

(Amounts Expressed In Thousands of New Taiwan Dollars)

Liabilities and Equity Liabilities and Equity Liabilities and Equity 2016 2016 2015 2015
Code Accounts Notes Amount % Amount %
2100
2150
2170
2180
2200
2230
2250
2300
21XX
2540
2570
2600
25XX
2XXX
31XX
3100
3110
3200
3300
3310
3350
3400
3500
36XX
3XXX
Current liabilities
Short-term loans
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Current income tax liabilities
Provisions
Other current liabilities
Total current liabilities
Non-current liabilities
Long-term loans
Deferred income tax liabilities
Other non-current liabilities
Total non-current liabilities
Total liabilities
Equity attributable to shareholders of the parent
Capital
Common stock
Capital surplus
Retained earnings
Legal reserve
Unappropriated earnings
Other components of equity
Treasury Stock
Non-controlling interests
Total equity
Total liabilities and equity
6(12)
7
6(13), 7
4, 6(25)
4, 6(14)
6(15)
6(16), 8
4, 6(25)
4, 6(17), 6(18)
6(19)
6(19)
6(19)
6(19)
6(19)
$2,228,478
48,092
2,126,485
16,059
3,021,801
510,591
-
688,291
8,639,797
1,508,390
631
90,128
1,599,149
10,238,946
4,460,000
5,939,819
3,340,018
15,163,371
(613)
(32,885)
2,145,059
31,014,769
$41,253,715
6
-
5
-
7
1
-
2
21
4
-
-
4
25
11
14
8
37
-
-
5
75
100
$3,095,030
55,484
1,996,799
-
3,932,762
569,378
294
668,701
10,318,448
1,366,299
40,190
85,994
1,492,483
11,810,931
4,460,000
5,939,819
3,049,623
14,780,095
194,484
(32,885)
2,436,665
30,827,801
$42,638,732
7
-
5
-
9
1
-
2
24
4
-
-
4
28
10
14
7
35
-
-
6
72
100

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

Chairman: Ming-Dong Guo

CEO: Ho-Shu Chen

Head of Accounting: Su-Zhen Liu

28

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2016 and 2015

(Amounts Expressed In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Code Accounts Notes 2016 2015
Amount % Amount %
4000
5000
5900
6000
6100
6200
6300
6900
1310
7000
7010
7020
7050
7060
7900
7950
8200
8300
8310
8311
8360
8361
8362
8370
8399
8500
8600
8610
8620
8700
8710
8720
9750
9850
Net revenue
Cost of sale
Gross profit
Operating expenses
Sales and marketing
General and administrative
Research and development
Total operating expenses
Operating income
Non-operating incomes and expenses
Other incomes
Other gains and losses
Finance costs
Share of profit or loss of associates and joint ventures
Total non-operating incomes and expenses
Income before income tax
Income tax expense
Net income
Other comprehensive income (loss)
Item that may not be reclassified to profit or loss
Actuarial gain (loss) from defined benefit plans
Items that may be reclassified subsequently to profit or loss
Exchange differences arising on translation of foreign operations
Unrealized valuation gain (loss) on available-for-sale financial assets
Share of profit or loss of associates and joint ventures
Income tax related to items that may be reclassified subsequently to P/L
Total other comprehensive income, net of tax
Total comprehensive income
Net income (loss) attributable to:
Shareholders of the parent
Non-controlling interests
Total comprehensive income (loss) attributable to:
Shareholders of the parent
Non-controlling interests
Earnings per share - basic (In NT$)
Earnings per share - diluted (In NT$)
4, 6(20), 7
7
7
6(23), 7
6(23)
6(23)
4, 6(8)
4, 6(25)
6(24)
6(26)
6(26)
$23,165,066
(17,414,521)
5,750,545
(509,185)
(1,213,506)
(1,438,082)
(3,160,773)
2,589,772
195,672
(131,897)
(71,306)
(12,783)
(20,314)
2,569,458
(496,430)
2,073,028
(959)
(361,332)
-
(4,528)
39,834
(326,985)
$1,746,043
$2,233,705
(160,677)
$2,073,028
$2,037,649
(291,606)
$1,746,043
$5.01
$4.95
100
(75)
25
(2)
(5)
(7)
(14)
11
1
(1)
-
-
-
11
(2)
9
-
(1)
-
-
-
(1)
8
10
(1)
9
9
(1)
8
$23,061,311
(17,099,709)
5,961,602
(437,849)
(975,409)
(1,484,620)
(2,897,878)
3,063,724
309,476
(110,984)
(56,968)
-
141,524
3,205,248
(475,722)
2,729,526
(8,721)
(116,596)
(24,694)
-
12,397
(137,614)
$2,591,912
$2,903,952
(174,426)
$2,729,526
$2,810,012
(218,100)
$2,591,912
$6.51
$6.38
100
(74)
26
(2)
(4)
(7)
(13)
13
1
-
-
-
1
14
(2)
12
-
(1)
-
-
-
(1)
11
13
(1)
12
12
(1)
11

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

Chairman: Ming-Dong Guo

CEO: Ho-Shu Chen

Head of Accounting: Su-Zhen Liu

29

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Consolidated Statements of Changes in Equity

For the Years Ended December 31, 2016 and 2015

(Amounts Expressed In Thousands of New Taiwan Dollars)

Code Items EquityAttributable to Shareholders of the Parent EquityAttributable to Shareholders of the Parent EquityAttributable to Shareholders of the Parent EquityAttributable to Shareholders of the Parent Non-controlling
Interests
Total Equity
Capital Capital Surplus Retained Earnings Others Treasury
Stock
Total
Legal
Reserve
Unappropriate
d Earnings
Exchange
differences arising
on translation of
foreign operations
Unrealized valuation
gain (loss) on available-
for-sale financial assets
3100 3200 3310 3350 3410 3425 3500 31XX 36XX 3XXX
A1
B1
B5
D1
D3
D5
L1
A1
B1
B5
D1
D3
D5
Z1
Balance as of January 1, 2015
Appropriation and distribution of 2014 earnings:
Legal reserve
Cash dividends - common shares
Net income (loss) for 2015
Other comprehensive income (loss) for 2015
Total comprehensive income
Treasury stock repurchased
Balance as of December 31, 2015
Appropriation and distribution of 2015 earnings:
Legal reserve
Cash dividends - common shares
Net income (loss) for 2016
Other comprehensive income (loss) for 2016
Total comprehensive income
Balance as of December 31, 2016
$4,460,000
-
4,460,000
-
$4,460,000
$5,939,819
-
5,939,819
-
$5,939,819
$2,687,890
361,733
-
3,049,623
290,395
-
$3,340,018
$14,030,597
(361,733)
(1,784,000)
2,903,952
(8,721)
2,895,231
14,780,095
(290,395)
(1,559,075)
2,233,705
(959)
2,232,746
$15,163,371
$255,009
(60,525)
(60,525)
194,484
(195,097)
(195,097)
$(613)
$24,694
(24,694)
(24,694)
-
-
$-
$-
-
(32,885)
(32,885)
-
$(32,885)
$27,398,009
-
(1,784,000)
2,903,952
(93,940)
2,810,012
($32,885)
28,391,136
-
(1,559,075)
2,233,705
(196,056)
2,037,649
$28,869,710
$2,654,765
(174,426)
(43,674)
(218,100)
2,436,665
(160,677)
(130,929)
(291,606)
$2,145,059
$30,052,774
-
(1,784,000)
2,729,526
(137,614)
2,591,912
(32,885)
30,827,801
-
(1,559,075)
2,073,028
(326,985)
1,746,043
$31,014,769

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

Chairman: Ming-Dong Guo

CEO: Ho-Shu Chen

Head of Accounting: Su-Zhen Liu

30

English Translation of Consolidated Financial Statements Originally Issued in Chinese

Kinsus Interconnect Technology Corp. and Subsidiaries

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2016 and 2015

(Amounts Expressed In Thousands of New Taiwan Dollars)

Code Items 2016 2015 Code Items 2016 2015
AAAA
A10000
A20000
A20010
A20100
A20200
A20300
A20400
A20900
A21200
A22300
A22500
A23700
A30000
A31110
A31130
A31150
A31160
A31180
A31190
A31200
A31230
A31240
A31990
A32130
A32150
A32160
A32180
A32200
A32210
A32230
A32240
A33000
A33100
A33300
A33500
AAAA
Cash flows from operating activities:
Income before income tax
Adjustments:
Income and expense adjustments:
Depreciation
Amortization
Bad debt expense (gain on recovery)
Net loss (gain) of financial assets (liabilities) at fair value through profit or loss
Interest expense
Interest income
Share of profit or loss of associates and joint ventures
Loss (gain) on disposal of property, plant and equipment
Impairment loss on non-financial assets
Changes in operating assets and liabilities:
Financial assets at fair value through profit or loss
Notes receivable
Accounts receivable
Accounts receivable - related parties
Other receivables
Other receivables - related parties
Inventories
Prepayments
Other current assets
Long-term prepaid rents
Notes payable
Accounts payable
Accounts payable - related parties
Other payables
Provisions
Unearned sales revenue
Other current liabilities
Accrued pension liabilities
Cash generated from (used in) operations
Interest received
Interest paid
Income tax paid
Net cash provided by (used in) operating activities
$2,569,458
3,464,017
31,215
6,531
(10,653)
71,306
(72,471)
12,783
43,555
21,126
278,588
(1,195)
386,860
(150,827)
47,292
(305,565)
27,192
24,529
15,635
28,213
(7,392)
129,686
16,059
(369,201)
(294)
59,442
(3,469)
(4,098)
$3,205,248
3,196,903
34,432
(19,603)
(55,431)
56,968
(86,116)
-
108,807
14,211
1,623,650
4,417
(529,703)
187,497
111,215
(774)
(122,467)
(60,704)
(44,397)
13,291
14,473
10,050
-
73,374
(8)
(11,246)
(2,035)
(4,241)
7,717,811
90,561
(55,519)
(814,278)
6,938,575
BBBB
B00400
B00700
B01800
B02700
B02800
B03800
B04500
BBBB
CCCC
C00100
C01600
C01700
C03000
C04500
C04900
CCCC
DDDD
EEEE
E00100
E00200
Cash flows from investing activities:
Disposal of available-for-sale financial assets
Disposal of bond investments with no active market
Acquisition of Investment accounted for under equity method
Acquisition of property, plant and equipment
Disposal of property, plant and equipment
Decrease (increase) in refundable deposits
Acquisition of intangible assets
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Increase in (repayment of) short-term loans
Increase in long-term loans
Repayment of long-term loans
Increase (decrease) in deposits received
Payment of cash dividends
Treasury stock purchased
Net cash provided by (used in) financing activities
Effect of exchange rate changes
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
-
5,055
(450,000)
(4,761,567)
260,601
(4,813)
(20,457)
46,520
35,715
-
(5,000,206)
1,680
(363)
(44,806)
(4,961,460)
1,288,134
1,084,751
(1,310,123)
(29,106)
(1,784,000)
(32,885)
(783,229)
10,806
1,204,692
11,541,615
$12,746,307
(4,971,181)
(866,552)
800,000
(694,292)
7,273
(1,559,075)
-
(2,312,646)
(2,510)
(1,533,661)
12,746,307
$11,212,646
6,308,322
72,140
(72,842)
(554,944)
5,752,676

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

Chairman: Ming-Dong Guo

CEO: Ho-Shu Chen

Head of Accounting: Su-Zhen Liu

31

Attachment IV

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Kinsus Interconnect Technology Corp. Earnings Distribution Proposal

For The Year Ended December 31, 2016

Item Amount
(In: NT$)
Beginning retained earnings
Add: Other comprehensive income (loss) in 2016
-Actuarial gain/loss of defined benefit
Add: Net profit after tax in 2016
Distributable earnings
Less: 10% legal reserve
Special reserve
Cash dividend to shareholders (NT$3 per share)
Subtotal
Unappropriated retained earnings
Total shares for dividend to be distributed
Calculation:
Paid-in capital: NT$4,460,000,000, divided into 446,000,000 shares
Minus: 550,000 shares (treasury stocks)
Shares outstanding: 445,450,000 shares
$12,930,624,282
(958,296)
2,233,704,590
15,163,370,576
(223,370,459)
(613,195)
(1,336,350,000)
(1,560,333,654)
$13,603,036,922
445,450,000

Chairman:Guo, Ming-Dong CEO:Chen, Ho-Shu Chief Accountant:Liu, Su-Zhen

32

ATTACHMENT V

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Kinsus Interconnect Technology Corp.

Comparison for amendment to Articles of Incorporation

After amendment Before amendment Explanation
Article 2:
The Company which run as follows
1. CC01080 Electronic Components
Manufacturing
2. F119010 Electronic materials wholesale
trade
3. F219010 Electronic Materials Retail
4. I103060 Management consultation
5. CQ01010 Mold Manufacturing
6. CC01990 Other electrical machinery
and electronic equipment
manufacturing
7. CB01990 Machinery Manufacturing
8. F401010 International trade
9. C801010 Chemical industry
10.ZZ99999 In addition to the license
business, an operating non decree
prohibitingor restrictingthe business.
Article 2:
The Company which run as follows
1. CC01080 Electronic Components
Manufacturing
2. F119010 Electronic materials wholesale
trade
3. F219010 Electronic Materials Retail
4. I103010 Business operation and
management consultation
5. CQ01010 Mold Manufacturing
6. CC01990 Other electrical machinery
and electronic equipment
manufacturing
7. CB01990 Machinery Manufacturing
8. F401010 International trade
9. ZZ99999 In addition to the license
business, an operating non decree
prohibitingor restrictingthe business.
In order to
conform to the
needs of
commercial
practice
Article 28:
The Article was agreed by all the promoters
in founder’s meeting in Septerber 1, 2000.
The first revised was June 28, 2003. The
second revised was August 26, 2003. The
third revised was April 16, 2004. The fourth
time revised was April 16, 2004. The fifth
time revised was June 14, 2005. The sixth
time revised was June 14, 2005. The seventh
revised was June 19, 2006. The eighth
revised was May 30, 2007. The ninth
revised was May 30, 2008. The tenth revised
was June 18, 2010. The eleventh revised
was June 22, 2011. The twelfth revised was
June 18, 2012. The thirteenth revised was
May 27, 2016.The fourteenth revised was
May 26, 2017.
Article 28:
The Article was agreed by all the promoters
in founder’s meeting in Septerber 1, 2000.
The first revised was June 28, 2003. The
second revised was August 26, 2003. The
third revised was April 16, 2004. The fourth
time revised was April 16, 2004. The fifth
time revised was June 14, 2005. The sixth
time revised was June 14, 2005. The seventh
revised was June 19, 2006. The eighth
revised was May 30, 2007. The ninth
revised was May 30, 2008. The tenth revised
was June 18, 2010. The eleventh revised
was June 22, 2011. The twelfth revised was
June 18, 2012.The thirteenth revised was
May 27, 2016.
Additional
revision date.

33

ATTACHMENT VI

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Kinsus Interconnect Technology Corp.

Comparison amendment to

Practical Gridance for Lending to Others amendment table

After amendment Before amendment Explanation
Article 4:
The ceiling for agreegate and individual
amount available for lending
The ceiling for the aggregate amount for the
Company to lending to others is 20% of the
equity except otherwise regulated by
authority. While, that for individual amount
if for affiliates or subsidiaries is10% of the
equity based on the most recent financial
statementsand the lower of the business
transaction amount and 10% of the
aggregate amount if for non-related parties
with business transactions. The business
transactions amount refers to the purchase
amount or the sales amount of the goods
between the parties, whichever is higher.
When there is a lending for funding needs
between offshore subsidiaries whose voting
shares are 100% owned, directly or
indirectly, by the Company, the ceilings for
aggregate and individual amounts are 20%
and 10% of the Company’s equity,
respectively, and leding period shall not
exceed oneyear.
Article 4:
The ceiling for agreegate and individual
amount available for lending
The ceiling for the aggregate amount for the
Company to lending to others is 20% of the
equity except otherwise regulated by
authority. While, that for individual amount
if for affiliates or subsidiaries is50% of the
Company’s aggregate amount available for
lending outand the lower of the business
transaction amount and 10% of the
aggregate amount if for non-related parties
with business transactions. The business
transactions amount refers to the purchase
amount or the sales amount of the goods
between the parties, whichever is higher.
When there is a lending for funding needs
between offshore subsidiaries whose voting
shares are 100% owned, directly or
indirectly, by the Company, the ceilings for
aggregate and individual amounts are 20%
and 10% of the Company’s equity,
respectively, and leding period shall not
exceed oneyear.
To be revised
according to
Article #14 of
the “Practical
Guidance for
Public
Company’s
Lending to
Others and
Endorsement/G
uarantee” and
practice needs.
Article 12:
The practical guidance should be agreed by
the audit committee, resolved by the
meeting of Board of Directors and
implemented after being proposed to
shareholders for final approval. The
procedures for amendment are the same.
The enacted date was at May 15, 2002.
The first revised was January 30, 2003. The
second revised was June 16,2009. The third
Article 12:
The practical guidance should be agreed by
the audit committee, resolved by the
meeting of Board of Directors and
implemented after being proposed to
shareholders for final approval. The
procedures for amendment are the same.
The enacted date was at May 15, 2002.
The first revised was January 30, 2003. The
second revised was June 16,2009. The third
Additional
revision date.

34

After amendment After amendment Before amendment Explanation
revised was June 18, 2010.
revised was June 18, 2012.
revised was June 17, 2013.
revised was June 19, 2014.
revised was May 26, 2017.
The fourth time
The fifth time
The sixth time
The seventh
revised was June 18, 2010. The fourth time
revised was June 18, 2012. The fifth time
revised was June 17, 2013. The sixth time
revised was June 19, 2014.

35

ATTACHMENT VII

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Kinsus Interconnect Technology Corp. Comparison for amendment to

Pactical Guidance for Endorsement & Guarantee

After amendment Before amendment Explanation
Article 4:
Ceiling for Endorsement and Guarantee
The aggregate amount of endorsement and
guarantee provided by the Company shall
not exceed 50% of the net worth of the
Company’s most recent financial statements.
The total amount of the endorsement and
guarantee provided to any individual
company shall not exceed 20% of the net
worth of the Company’s most recent
financial statements.The endorsement and
guarantee made between the subsidiaries,
whose voting shares are at least 90% owned,
directly or indirectly, by the Company, shall
not exceed 10% of the net worth of the
Company’s most recent financial statements.
However, this limitation shall not apply to
the endorsement or guarantee made between
subsidiaries in which the Company holds,
directly or indirectly, 100% of the voting
shares.
The aggregate amount of endorsement and
guarantee and the total amount to each
individual company provided by the
Company and/or its subsidiaries shall not
exceed 60% and 30%, respectively, of the
net worth of the Company’s most recent
financial statements.
While, the endorsement or guarantee made
for an entity with business transactions shall
not exceed the lower of the business
transactions amount or 10% of the total
endorsement and quarantee amount that the
Companymakes for others.
Article4:
Ceiling for Endorsement and Guarantee
The aggregate amount of endorsement and
guarantee provided by the Company shall
not exceed 50% of the net worth of the
Company’s most recent financial statements.
The total amount of the endorsement and
guarantee provided to any individual
company shall not exceed 20% of the net
worth of the Company’s most recent
financial statements.
The aggregate amount of endorsement and
guarantee and the total amount to each
individual company provided by the
Company and/or its subsidiaries shall not
exceed 60% and 30%, respectively, of the
net worth of the Company’s most recent
financial statements.
While, the endorsement or guarantee made
for an entity with business transactions shall
not exceed the lower of the business
transactions amount or 10% of the total
endorsement and quarantee amount that the
Company makes for others.
The business transaction amount refers to
the purchase amount or sales amount of the
goods between the parties, whichever is
higher.
The Company and subsidiaries shall report
the necessity and reasonableness to the
shareholders when the total endorsement
and quarantee amount reaches 50% of the
equity of the most recent financial
statements.
To be revised
according to
Article #5 of
the “Practical
Guidance for
Public
Company’s
Lending to
Others and
Endorsement/
Guarantee”.

36

After amendment Before amendment Explanation
The business transaction amount refers to
the purchase amount or sales amount of the
goods between the parties, whichever is
higher.
The Company and subsidiaries shall report
the necessity and reasonableness to the
shareholders when the total endorsement
and quarantee amount reaches 50% of the
equity of the most recent financial
statements.
Article 11:
The practical guidance should be agreed by
the audit committee, resolved by the
meeting of Board of Directors and
implemented after being proposed to
shareholders for final approval. The
procedures for amendment are the same.
The enacted date was at May 15, 2002.
The first revised was June 28, 2003. The
second revised was June 19, 2006. The third
revised was June 16, 2009. The fourth time
revised was June 18, 2010. The fifth time
revised was June 18, 2012. The sixth time
revised was June 17, 2013. The seventh
revised was June 19, 2014.The eighth
revised was May 26, 2017.
Article 11:
The practical guidance should be agreed by
the audit committee, resolved by the
meeting of Board of Directors and
implemented after being proposed to
shareholders for final approval. The
procedures for amendment are the same.
The enacted date was at May 15, 2002.
The first revised was June 28, 2003. The
second revised was June 19, 2006. The third
revised was June 16, 2009. The fourth time
revised was June 18, 2010. The fifth time
revised was June 18, 2012. The sixth time
revised was June 17, 2013. The seventh
revised was June 19, 2014.
Additional
revision date.

37

ATTACHMENT VIII

(Translation – In case of any discrepancy between the Chinese and English versions, the Chinese version shall prevail.)

Kinsus Interconnect Technology Corp. Acquisition and disposal of assets amendment table

After amendment Before amendment Explanation
Article 3:
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. ~8: Omit.
Article 3:
1. Investments in stocks, government
bonds, corporate bonds, financial bonds,
domestic beneficiary certificate, foreign
mutual fund,depositary receipts, call
(put) warrants, beneficial interest
securities, and asset-backed securities.
2. ~8: Omit.
According to
“Regulations
Governing the
Acquisition
and Disposal
of Assets by
Public
Companies”, it
is amended in
accordance
with Article
#3-1.
Article 4:
1. Omit.
2. 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,
Financial Holding Company Act,
Financial Institution Merger Act and
other acts, or to transfer of shares from
another company through issuance of
new shares of its own as the
consideration therefor (hereinafter
"transfer of shares") under Article 156,
paragraph 8 of the Company Act.
3. Omit.
4. Professional appraiser: Refers to a real
property appraiser or other person duly
authorized by law to engage in the value
appraisal of real property or equipment.
5. ~7: Omit.
Article 4:
1. Omit.
2. 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,
Financial Holding Company Act,
Financial Institution Merger Act and
other acts, or to transfer of shares from
another company through issuance of
new shares of its own as the
consideration therefor (hereinafter
"transfer of shares") under Article 156,
paragraph 8 of the Company Act.
3. Omit.
4. Professional appraiser: Refers to a real
property appraiser or other person duly
authorized by law to engage in the value
appraisal of real property or equipment.
5. ~7: Omit.
Revised words.

38

Article 7:

  • Article 7: 1. To be

  • Procedures for acquisition or disposal of Procedures for acquisition or disposal of revised real estate or equipment. real estate or equipment. based on Omit. 1. Omit. practice Terms and conditions of the transaction 2. Terms and conditions of the transaction needs. and level of authorization and level of authorization 2. Words to be (1) The transaction price of acquisition (1) The transaction price of acquisition moved. or disposal of real estate shall or disposal of real estate shall reference the publicly announced reference the publicly announced value, appraised price, and actual value, appraised price, and actual transaction price in neighboring transaction price in neighboring area area to determine conditions and to determine conditions and price. price. Final transaction price shall be Final transaction price shall be approved in accordance with the approved in accordance with the level of authorization. level of authorization. Where each transaction price Where each transaction price exceeds 10% of the Company’s net exceeds 10% of the Company’s net worth, approval from board of worth, approval from the Audit directors shall be obtained. Committee and a resolution of the (2) The transaction price of acquisition Board of Directors. or disposal of equipment shall

  • (2) The transaction price of acquisition bedetermined either by price or disposal of equipment shall be quotation, price comparison, price determined either by price negotiation or tender. Final quotation, price comparison, price transaction price shall be approved negotiation or tender. Final in accordance with the level of transaction price shall be approved authorization. Where each in accordance with the level of transaction price exceeds 10% of the authorization. Where each Company’s net worth, approval from transaction price exceeds 10% of board of directors shall be obtained. the Company’s net worth, an (3) Any acquisition or disposal ofassets approval from Audit Committee and mad according to the Procedures or a resolution of the Board of the regaulations shall be agreed by a Directors shall be obtained. majority votes from audit committee

  • (3) The chairman is authorized to and proposed to the board meeting review and approve any abovefor final approval. While two-thirds mentioned proposed agreement that of votes from board meeting be needs resolution from the board needed if no majority vote from meeting for sake of business need or audit committee is obtained. Such efficiency. Such agreement shall resolution of audit committee shall also be proposed to the following be specified in the meeting minutes board meeting for final adoption in of board.

Procedures for acquisition or disposal of real estate or equipment.

  1. Omit.

  2. Terms and conditions of the transaction and level of authorization

39

a retroactive basis.
3. Omit.
4. (One word in Chinese changed.)
3. Omit.
Article 8:
Procedures for acquisition or disposal of
securities investment
1. Omit.
2. Terms and conditions of the transaction
and level of authorization
(1) Where the securities are traded in
the centralized exchanged markets,
the trading price shall be approved
in accordance with the level of
authorization. If each transaction
price exceeds 10% of the
Company’s paid-in capital, approval
from the Audit Committee and a
resolution of the Board of Directors
shall be obtained.
(2) Where the securities are traded in
the non-centralized markets, the
subject matter’s most recent
financial statements audited by CPA
shall be obtained prior to the date of
occurrence, and used as the
reference of its transaction price for
the considerations of its net value
per share, profitability and future
potential.The transaction price shall
be approved in accordance with the
level of authorization. If each
transaction amount exceeds 10% of
the Company’s paid-in capital,
approval from the Audit Committee
and a resolution of the Board of
Directors shall be obtained.
Financial instruments such as bonds
with call and put options, security
funds and currency based
instruments are not restricted by
preceding paragraph and shall be
executed in accordance with the
Article 8:
Procedures for acquisition or disposal of
securities Investment
1. Omit.
2. Terms and conditions of the transaction
and level of authorization
(1) Where the securities are traded in the
centralized exchanged markets, the
trading price shall be approved in
accordance with the level of
authorization.The General Manager
is authorized to approve any
transaction amounting to
NT$50,000,000 or below while such
transaction shall be reported to the
following board meeting as to its
nature as well as the analysis of
unrealized investment gain or loss.
For any transaction in amount
exceeding NT$50,000,000, a pre-
approval from borad meeting is
needed.
(2) Where the securities are traded in the
non-centralized markets, the subject
matter’s most recent financial
statements audited by CPA shall be
obtained prior to the date of
occurrence, and used as the
reference of its transaction price for
the considerations of its net value
per share, profitability and future
potential.The general manager is
authorized to approve any
transaction amounting to
NT$300,000,000 or below while
such transaction shall be reported to
the following board meeting and
executed in accordance with the
level of authorization. For any
1. To be
revised
based on
practice
needs.
2. Words to be
moved.

40

3.
4.
level of authorization.
The execution
The Company’s financial and
accounting department is responsible for
the execution regardingthe acquisition
or disposal of marketable security upon
completion of procedures mentioned
above.
Omit.
transaction in amount exceeding
NT$300,000,000, either a pre-
approval or an approval in a
retroactive basis from borad meeting
is needed.
(3) Any acquisition or disposal ofassets
mad according to the Procedures or
the regaulations shall be agreed by a
majority votes from audit committee
and proposed to the board meeting
for final approval. While two-thirds
of votes from board meeting be
needed if no majority vote from
audit committee is obtained. Such
resolution of audit committee shall
be specified in the meeting minutes
of board.
3. The execution
The Company’s financial and accounting
department is responsible for the
execution regarding theinvestment in
marketable security upon completion of
procedures mentioned above.
4. Omit.
Article 9:
Procedures for related parties’ transactions
1. Omit.
2. Evaluation and operating procedures
When acquiring or disposing real estate
with a related party regardless of its
transaction price, or acquiring or
disposing assets other than real estate
with a related party for the transaction
price over 20% of the Company’s paid-
in capital, 10% of the Company’s total
assets, NT$300 million, except for
buying/selling government bonds, bonds
with call/put option, and money market
fundsissued by domestic
security/investment/trust institutions,the
transaction may not be proceeded until
the followingmatters have been
Article 9:
Procedures for related parties’ transactions
1. Omit.
2. Evaluation and operating procedures
When acquiring or disposing real estate
with a related party regardless of its
transaction price, or acquiring or
disposing assets other than real estate
with a related party for the transaction
price over 20% of the Company’s paid-
in capital, 10% of the Company’s total
assets, NT$300 million, except for
buying/selling government bonds, bonds
with call/put option, anddomestic
money market funds, the transaction
may not be proceeded until the
following matters have been approved
bythe Audit Committee and resolved by
To be revised
based new
definition by
FSC.

41

approved by the Audit Committee and resolved by the Board of Directors. Contracts and payments shall only be signed and paid upon the approval from board of directors. When acquiring or disposing equipment for production purpose with a related party, board of directors can authorize the chairman to exercise the duty within the prescribed limit and report to the board of directors upon completion of the transactions. (1)~(7) Omit. 3. Omit. Article 10: Procedures for acquisition or disposal of membership or intangible assets

the Board of Directors. Contracts and payments shall only be signed and paid upon the approval from board of directors. When acquiring or disposing equipment for production purpose with a related party, board of directors can authorize the chairman to exercise the duty within the prescribed limit and report to the board of directors upon completion of the transactions. (1)~(7) Omit. 3. Omit. Article 10: 1. Revised Procedures for acquisition or disposal of words. membership or intangible assets 2. Words to be 1. Omit. moved. 2. Terms and conditions of the transaction and level of authorization (1)~(2) Omit.

  1. Omit.

  2. Terms and conditions of the transaction and level of authorization

  3. (1)~(2) Omit.

  4. Omit.

  5. Omit. (3) Any acquisition or disposal ofassets CPA’s opinion is required under the mad according to the Procedures or following circumstances the regaulations shall be agreed by a (1) Where the transaction price of majority votes from audit committee acquiring or disposing membership and proposed to the board meeting or intangible assets reaches 20% of for final approval. While two-thirds the Company’s paid-in capital of votes from board meeting be orexceeds NT$300 million, except needed if no majority vote from for those transactions dealed with audit committee is obtained. Such government institutions, CPA’s resolution of audit committee shall opinion, in compliance with the be specified in the meeting minutes Provisions of Statement of Auditing of board. Standards No. 20 published by the 3. Omit. ARDF, shall be obtained prior to the 4. CPA’s opinion is required under the date of occurrence. following circumstances

  6. CPA’s opinion is required under the following circumstances

  7. (2) Omit (1) Where the transaction price of acquiring or disposing membership or intangible assets reaches 20% of the Company’s paid-in capital orexceeds NT$300 million, except for those transactions dealed with government, CPA’s opinion, in

42

compliance with the Provisions of
Statement of Auditing Standards No.
20 published by the ARDF, shall be
obtained prior to the date of
occurrence.
(2)Omit
Article 12:
Procedures for acquisition or disposal of
financial derivatives
1. Trading principles and strategies
(1)~(2) Omit.
(3) Types of instrument
A. financial department
(a)~(c) omit.
(d) Authorization for financial
derivatives.
a.~b. omit.
B. ~D.omit
2. ~5. Omit.
Article 12:
Procedures for acquisition or disposal of
financial derivatives
1. Trading principles and strategies.
(1)~(2) Omit.
(3) Types of instrument
A. financial department
(a)~(c) omit.
(d)Authorization for financial
derivatives.
a.~b. omit.
c. Any acquisition or disposal
of assets mad according to
the Procedures or the
regaulations shall be agreed
by a majority votes from
audit committee and
proposed to the board
meeting for final approval.
While two-thirds of votes
from board meeting be
needed if no majority vote
from audit committee is
obtained. Such resolution of
audit committee shall be
specified in the meeting
minutes of board.
B. ~D.Omit.
2. ~5. Omit.
Words to be
moved.
Article 13:
Procedures for mergers, spin-off,
acquisition and share transfer
1. Evaluation and operating procedures
(1) CPA, attorney, and securities
underwriter shall be engaged to
scheduleproject timetable and a
Article 13:
Procedures for mergers, spin-off,
acquisition and share transfer
1. Evaluation and operating procedures
(1) CPA, attorney, and securities
underwriter shall be engaged to
scheduleproject timetable and a task
1. To be
revised
based on
consolidati
on practical
needs.
2. Revised

43

task force shall be formed to
execute the project according to
statutory rules and regulations. Prior
to convening the Board of Directors
to resolve on the matter, a CPA,
attorney, or securities underwriter
shall give an opinion on the
reasonableness of the share
exchange ratio, acquisition price, or
distribution of cash or other
property to shareholders, and
submit it to the Board of Directors
for deliberation and passage.
The requirement for fairness reports
from financial experts can be
exempted when the acquisition or
consolidation is made for the 100%-
owned, directly or indirectly,
subsidiaries or made between the
100%-owned, directly or indirectly,
subsidiaries.
(2) ~(3)Omit.
2. Others
(1) ~(5)Omit
(6) Where any of the companies
participating in a merger, spin-off,
acquisition, or share transfer is not a
public company, the Company shall
sign an agreement with the
counterparty whereby the latter is
required to abide by the provisions
of preceding paragraphs.
(7) Omit.
force shall be formed to execute the
project according to statutory rules
and regulations. Prior to convening
the Board of Directors to resolve on
the matter, a CPA, attorney, or
securities underwriter shall give an
opinion on the reasonableness of the
share exchange ratio, acquisition
price, or distribution of cash or other
property to shareholders, and submit
it to the Board of Directors for
deliberation and passage.
(2) ~(3)Omit.
2. Others
(1) ~(5)Omit
(6) Where any of the companies
participating in a merger, spin-off,
acquisition, or share transfer is not a
public company, the Company shall
sign an agreement with the
counterparty whereby the latter is
required to abide by the provisions
of preceding paragraphs.
(7) Omit.
words.
Article 14:
Procedures for public disclosure of
information
1. Disclosure items and standards
(1) Acquisition or disposal of real
estate with a related party regardless
of its transaction price, or of assets
other than real estate with a related
partyfor the transactionprice over
Article 14:
Procedures for public disclosure of
information
1. Disclosure items and standards
(1) Acquisition or disposal of real estate
with a related party regardless of its
transaction price, or of assets other
than real estate with a related party
for the transactionprice over 20% of
To be revised
based on a
definition from
FSC and
practical
needs.

44

20% of the Company’s paid-in capital, 10% of the Company’s total assets, NT$300 million. Trading of government bonds or bonds with call or put options are excluded herein.

  • (2) ~(3)Omit.

  • (4) Any transaction, other than those referred in the preceding three subparagraphs, such as disposal of receivables by a financial institution or investment in mainland China that reaches 20% of the Company’s paid-in capital or exceeds NT$300 million. However, the following circumstances shall not apply: A.Omit.

    • B.Securities trading by investment professionals on foreign or domestic securities exchanges or over-the-counter markets, general corporate bonds or general financial bonds without equity issued/outstanding in domestic preliminary markets, or marketable securities subscribed by security companies due to the underwriting needs and being designated as underwriters in accordance with related regulations of Taipei Exchange.

    • C.Trading of bonds under repurchase/resale agreements, buying/selling money market funds issued by domestic security/investment/trust institutions.

    • D.~F.Omit

  • (5) Omit.

  • Omit.

  • Disclosure procedures (1)~(2)Omit.

the Company’s paid-in capital, 10% of the Company’s total assets, NT$300 million. Trading of government bonds or bonds with call or put options are excluded herein.

  • (2) ~(3)Omit.

  • (4) Any transaction, other than those referred in the preceding three subparagraphs, such as disposal of receivables by a financial institution or investment in mainland China that reaches 20% of the Company’s paidin capital or exceeds NT$300 million. However, the following circumstances shall not apply: A.Omit.

    • B.Securities trading by investment professionals on foreign or domestic securities exchanges or over-the-counter markets, general corporate bonds or general financial bonds without equity issued/outstanding in domestic preliminary markets, or marketable securities subscribed by security companies due to the underwriting needs and being designated as underwriters in accordance with related regulations of Taipei Exchange.

    • C.Trading of bonds under repurchase/resale agreements buying/selling money market funds issued by domestic security/investment/trust institutions.

    • D.~F.Omit

  • (5) Omit.

  • Omit.

  • Disclosure procedures

  • (1)~(2)Omit (3)Where an error or omission occurs at

45

(3)Where an error or omission occurs at
the time of public announcement, it
is required to correct the error, and
all the items shall be publicly
announced again within two days of
being informed.
(4)~(5)Omit.
the time of public announcement, it
is required to correct the error, and
all the items shall be publicly
announced again.
(4)~(5)Omit.
Article 17:
Implementation and amendment
1. The Procedures for acquiring and
disposing assets have been agreed by
audit committee, approved by the
meeting of board of directors and
proposed to the Company’s
shareholders’ meeting for final arrpoval.
The Company shall follow with the
same procedures for any future
amendment.
2. Any acquisition or disposal of assets
made according to item#11 mentioned
above and the Procedures or the
regaulations shall be agreed by a
majority votesfrom audit committee and
proposed to the board meeting for final
approval. While two-thirds of votes
from board meeting be needed if no
majority vote from audit committee is
obtained. Such resolution of audit
committee shall be specified in the
meeting minutes of board. The board
shall take into considerations of the
opinions from independent directors
when resolving the Procedures. The
board meeting minutes shall be specified
of any objection from independent
directors if any.
3. The“all members of audit committee”
and“all members of board of directors”
mentioned in preceding item and
referred in the Procedures are computed
based on those currently elected and
delegated.
Article 17:
Implementation and amendment
The Procedures for acquiring and disposing
assets have been agreed by audit
committee, approved by the meeting of
board of directors and proposed to the
Company’s shareholders’ meeting for final
approval. The Company shall follow with
the same procedures for any future
amendment.
Words to be
moved.

46