MHC — AGM Information 2017

Jun 26, 2017

Stock Code: 3706

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MiTAC Holdings Corporation

2017 Annual Meeting of Shareholders Handbook

The original of this handbook is written in Chinese language. If there is any discrepancy between the Chinese version and this English translation, the Chinese version shall prevail.

June 12, 2017

Table of Contents

Page No. Meeting Agenda……………………………………………………….… .................................... ……….1 Matters to Report………………………………………… ............................................... ………….……2 Matters for Adoption……………………………………………… ................................... ……………....3 Matters for Discussion…..…………………………………… ..................................... ………………… 5 Questions and Motions……………………………………… ........................................... ………………7 Attachments Attachment 1: 2016 Business Reports……… ............................................................................. ………...8 Attachment 2: Supervisor’s Review Reports………… ............................................... …………………..11 Attachment 3: 2016 Financial Statements…………………… ...................................................... ……..12 Attachment 4: Comparison Table for Amendments of the Procedures for Acquisition or Disposal of Assets ................................................................................................................................ 22

Appendix (Omission)

MiTAC Holdings Corporation

2017 Annual Meeting of Shareholders

Agenda

Date/Time: June 12, 2017, 09:00 a.m.

Location: 101 meeting room, 1F., No.2, Zhanye 1st Rd., East Dist., Hsinchu City

1. Call the Meeting to Order

2. Chairman Remarks

3. Matters to Report

No. 1: 2016 Business Report

No. 2: Supervisor’s Review Reports

• No. 3: Status reports of 2016 employees, directors, and supervisors compensation distribution

• Matters for Adoption

No. 1: Adoption of the 2016 Business Report and Financial Statements

No. 2: Adoption of the Proposal for Distribution of 2016 Profits

1. Matters for Discussion

2. No. 1: Proposal for amendments to the “Procedures for Acquisition or Disposal of Assets”

No. 2: Release of Directors from Non-competition Restrictions

1. Questions and Motions

2. Adjournment

1

Matters to Report

No. 1

Proposal: 2016 Business Report.

Explanation: Please refer to Attachment 1, Handbook, 2017 Annual Meeting of Shareholders.

No. 2

Proposal: Supervisors’ Review Reports on various 2016 statements and related reports.

• Explanation: Please refer to Attachment 2, Handbook, 2017 Annual Meeting of Shareholders.

No. 3

• Proposal: Status reports of 2016 employees, directors, and supervisors compensation distribution.

• Explanation: According to Article 25 of the Articles of Incorporation, when the Company has a profit for any fiscal year, the Company shall allocate at least 0.1% of the profit as bonus to be issued to its employees and not in excess of 1% of the profit as compensation to directors and supervisors of the Company. The board resolved that the amounts of the compensation distribution, in cash form, to the employees and directors and supervisors are NTD 2,729,319 and NTD 4,800,000, respectively.

2

Matters for Adoption

No. 1 (Proposed by the Board of Directors) Proposal: Adoption of the 2016 Business Report and Financial Statements. Explanation:

• a. 2016 Business Report and Financial Statements have been approved by the board of directors, and reviewed by the supervisors. For the related Business Report and Financial Statements, please refer to Attachments 1 and 3, Handbook, 2017 Annual Meeting of Shareholders.

• b.Adoption is respectively requested.

Resolution:

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No. 2 (Proposed by the Board of Directors) Proposal: Adoption of the Proposal for Distribution of 2016 Profits. Explanation:

• a. 2016 earnings after taxed is NTD 2,718,568,353. The Profits Distribution Table has been reviewed by the supervisors, and which is listed as follows (2016 earnings after tax has a distribution priority).

Profit Distribution Table

Year 2016

Unit: NTD

	Unit: NTD
Item	Amount
(a) Beginning retained earnings Less: Other comprehensive (Less) income-actuarial gains and losses on defined benefit plans (b) Add: Profit for the year Less: Legal reserve Add: Reversed special reserve(Remark)	104,666,258 (37,617,938) 2,718,568,353 (271,856,835) 65,690,879
Distributable netprofit	2,579,450,717
(c) Distribution items： Cash Dividends to Shareholders($2.5per share)	(2,022,698,020)
Unappropriated retained earnings	556,752,697
Remark: The application of the special reserve is based on the regulation No.1010047490. Recovery of market price of the parent company’s shares held by subsidiaries at the end of the fiscal year was reversed to special reserveproportionallybased on the ratio of shareholding.

• b.The allotment of shares in the above table is based on the number of shares qualified to the allotment, i.e., 809,079,208 shares. Should later the allotment schedule of dividends need to be changed due to the exercises of the employee stock option, share repurchase, or treasury stocks for employee incentive program affecting the number of shares qualified to the allotment, the board of directors is so proposed to be authorized with full rights and authority to management of the consequence accordingly.

• c. The calculation of the cash dividend is based on the proportion of shareholdings up to the round unit of a New Taiwan dollar. Any value less than one NTD will be rounded off. The sum of any such round-off will be recognized as the other income of the Company.

• d.Adoption is respectively requested.

Resolution:

4

Matters for Discussion

No. 1 (Proposed by the Board of Directors)

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

Explanation:

• a. To comply with the Financial Supervisory Commission Public Announcement No. Financial-Supervisory-Securities-Corporate-1060001296 on 9 February 2017 and to facilitate the practical needs, it is proposed to amend the “Procedures for Acquisition or Disposal of Assets”. A comparison table of amended articles and current articles of the above is provided in Attachment 4.

• b.Approval is respectively requested.

Resolution:

5

No. 2 (Proposed by the Board of Directors)

Proposal: Release of directors from Non-competition Restrictions Explanation:

• a. According to Article 209 of the Company Act, the board of directors for himself/herself or on behalf of others conducting business activities within the scope of the business operation of the Company should explain the essential content of his/her business activities to the shareholders’ meeting and obtain its permission for conducting such activities.

• b. Because some directors of the Company, representatives of juristic-person directors or juristic-person shareholders whose representatives are elected as directors may conduct business activities for themselves or others, for the needs of the above fact, it is proposed to release the directors from non-competition restrictions.

• c. The newly added non-competition activities of the directors to be released are as follows:

Name of Directors	Name of the companies	Position of the companies
MIAU, MATTHEW FENG CHIANG	CATHAY FINANCIAL HOLDING CO., LTD.	Independent director
	CathayLife Insurance Co.,Ltd.	Independent director
	CATHAY CENTURY INSURANCE CO., LTD.	Independent director
	CathayUnited Bank CompanyLimited	Independent director
LU,SHYUE-CHING	RADIUM LIFE TECH. CO.,LTD	Independent director

• d. Approval is respectively requested.

Resolution:

6

Questions and Motions

Adjournment

7

Attachment 1

MiTAC Holdings Corporation

2016 Business Report

According to the forecast of Gartner, a world’s leading market research institution, IT expenditure would increase this year. As many hyper scale data centers or companies deployed cloud computing platforms so positively that the server and data center market grew stably, the total expenditure even reached USD 3,500 billion, or grew by 2.7%. On the other hand, such devices as smart phone, laptop computer and tablet computer also grew steadily. Other markets with growing potential were also focused gradually. Take Internet of Vehicles as an example. Global production value of Internet of Vehicles is expected to reach USD 40 billion in 2018. Autonomous driving are also mega trends. Application services that are equipped with Advanced Driver Assistance Systems (ADAS) and emphasize users’ experience are demanded gradually and have an upward trajectory.

The Analyses of Operation Performance, Budgetary Performance, and Profitability of 2016

The consolidated revenue of MiTAC Holdings Corp. for 2016 was NTD48.342 billion. Profits remained growing stably due to development of strategic transformation and improvement of product portfolios. Net profit before tax was NT$3.061 billion or grew by 52% annually, and earnings per share were NTD3.44. The Company did not announce its financial forecast for 2016, so no level of budget achievement should be reported.

Business Operation Performance, R&D, Innovations, Applications, and Awards in 2016

1. It launched novel IU servers that support IBM POWER8.

2. It launched smart store application solutions for Micro Azure cloud platforms.

3. It launched optimized NVMe server saving platforms for enterprises, clouds and data centers.

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1. It launched computing servers with high performance to support NVIDIA Tesla P100, P40 and P4 GPU accelerators.

2. The latest retail point of sale system (RPOS) was adopted by a large number of customers in North America.

3. Mio won the best dashcam brand in the minds of consumers that was awarded by Management Magazine in 2016.

4. Magellan RoadMate 7670T-LM dashcam navigation system won the 2016 CES Innovation Award.

5. It launched MiVia™ Essential 350 heart rate wristband for personal health management.

6. Magellan Xplorist TRX7 off-road navigation products won the 2016 best aftermarket telematics product/service for the TU-Automotive Award .

7. 10.MiCor A100 wrist ECG recorder was certified by the CE, and the medical device permit was also issued by Food and Drug Administration, Ministry of Health and Welfare, R.O.C.

Perspective of 2017 Business Operation

According to market forecast, there will be 30 billion devices interconnecting globally by 2020 and the forth revolution will be driven by large data explosion based on such interconnection. MiTAC Holdings Corp. and its subsidiaries and associates grasp the trends to develop the business focusing on data center, cloud service and internet of things. To provide different cloud computing centers with more optimized and effective product services directly or indirectly, enhance customer satisfaction and develop new partners and new opportunities for consistent and stable growth of sales and profitability, the cloud computing business group responsible for could data center and computing equipment cooperates with different partners in line with the needs of different territories pursuant to the strategy. The mobile communication business group squeezes into Internet of Vehicle, smart city and family, health care and other growing industries by means of such multiple business types as B2B, B2C and B2B2C, and cooperates with industry experts to launch advanced and quality cloud services and

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products. A pattern of stable growth and recurrent business model is gradually developed during the process of transformation.

Our new headquarters were established in Hwa Ya Technology Park at the end of 2016. After the establishment, our colleagues in Taiwan are able to work in the environment of green and intelligence. Different business units are expected to present more creative ideas and integrate resources to perform and deliver more novel results, and facilitate the group to grow continuously in the face of digital transformation.

Best regards,

Chairman : MIAU, MATTHEW FENG CHIANG

President : HO, JHI- WU

Chief Accountant : HUANG, HSIU-LING

10

Attachment 2

MiTAC Holdings Corporation

Supervisor’s Review Report

2016 financial statements (January 1, 2016 to December 31, 2016) of MiTAC Holdings Corp. are prepared by the board of directors and audited by Wen Fang-Yu and Cheng Ya-Huei, CPAs, PricewaterhouseCoopers (PwC), Taiwan. These financial statements, along with 2016 business reports and earnings distribution plan, have been reviewed by supervisors ourselves and these reports and statements are indeed compliance with the related laws and regulations. Per Article 219, the Company Act, we supervisors submit this review report for your consideration.

Submit to

2017 Annual Meeting of Shareholders, MiTAC Holdings Corp.

Supervisors CHIAO, YU-CHENG

CHING, HU-SHIH

（Rep. of Lien Hwa Industrial Corp.）

March 29, 2017

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REPORT OF INDEPENDENT ACCOUNTANTS

PWCR16000449

Attachment 3

To the Board of Directors and Shareholders of MiTAC Holdings Corporation

Opinion

We have audited the accompanying consolidated balance sheets of MiTAC Holdings Corporation and its subsidiaries (the “MiTAC Group”) as at December 31, 2016 and 2015, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, based on our audits and the audit reports of other independent accountants, as described in the Other matters section of our report, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the MiTAC Group as at December 31, 2016 and 2015, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the “Regulations Governing the Preparations of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the consolidated Financial Statements section of our report. We are independent of the MiTAC Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the audit report of the other independent accountants, 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 the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Impairment valuation of non-financial assets

Description

As mentioned in Note 14, the MiTAC Group’s mobile communications business group had a deficit balance, therefore, the MiTAC Group adopted impairment valuation to property, plant, equipment, intangible assets and other assets. For description of accounting policy on non-financial assets, please refer to Note 4(17), and for accounting estimates and assumption uncertainty in relation to impairment valuation of property, plant, equipment and intangible assets, please refer to Note 5(2). The MiTAC Group measured recoverable amount of assets through discounting future estimated cash flow, and was the basis of evaluating assets impairment. As a result of assumptions and discounted rate that were used to forecast future cash flow were significant when evaluated the value-in-uses of property, plant, equipment, intangible assets and other assets, we identified the impairment valuation of non-financial assets a key audit matter.

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How our audit addressed the matter

We conducted audit procedures including discussing the procedures of preparation future estimated cash flow with management, evaluated key assumptions that management used to forecast future cash flow including comparing with historical data in order to evaluate the reasonableness of changing in estimated revenue, gross profit and expense, reviewed each of parameters which were used in discounted rate consisting of the reasonableness of risk-free return rate, industrial risk coefficients and market return rate, and verified the accuracy of calculating in valuation model.

Valuation of inventory

Description

The MiTAC Group’s inventories were mainly engaged in manufacturing and selling computer and its peripherals and communications products. Since the industry involved rapidly changing technology and were affected by market demand, there was higher risk of incurring inventory valuation losses or having obsolete inventory, the MiTAC Group’s inventories were measured at the lower of cost and net realisable value. For description of accounting policy on inventory valuation, please refer to Note 4(12), and for accounting estimates and assumption uncertainty in relation to inventory valuation, please refer to Note 5(2). Considering the MiTAC Group’s inventories were significant, items were voluminous and the valuation associated with subjective judgment, we identified valuation of inventory a key audit matter.

How our audit addressed the matter

We performed audit procedures including discussing with management and evaluating the policy of inventory valuation, tested inventory aging report, checked the logic in inventory aging calculation and confirmed that the classification of obsolete or slow-moving inventories was properly, and tested the materials which used to determine the net realized of obsolete or slow-moving inventories in order to value the reasonableness of allowance for inventory valuation losses.

Other matter- audits of the other independent accountants

We did not audit the financial statements which prepared under different framework of financial report of investments recognized partially under the equity method that are included in the consolidated financial statements. The company transferred financial statements in accordance with the “Regulations Governing the Preparations of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission. Share of profit (loss) of associates and joint ventures accounted for using equity method of $1,055,881 thousand and $ 929,171 thousand for the years ended December 31, 2016 and 2015, respectively. Investments accounted for using equity method of $ 8,702,153 thousand and $ 8,263,353 thousand as at December 31, 2016 and 2015, respectively. Those financial statements before adjustments were audited by other independent accountants whose report thereon have been furnished to us, and our opinion expressed herein is based solely on the audit reports of the other independent accountants.

Other matter – Parent company only financial reports

We have audited and expressed an unmodified opinion on the parent company only financial statements of MiTAC Holdings Corporation as at and for the years ended December 31, 2016 and 2015.

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Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the “Regulations Governing the Preparations of Financial Reports by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, 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 MiTAC Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the MiTAC Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance, including audit committee (Including supervisors), are responsible for overseeing the MiTAC Group’s financial reporting process.

Auditor’s responsibilities for the audit of the consolidated financial statements

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

As part of an audit in accordance with ROC GAAS, 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 MiTAC Group’s internal control.

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

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

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

6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or

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business activities within the MiTAC Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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.

Wen, Fang-Yu Cheng, Ya-Huei

for and on behalf of PricewaterhouseCoopers, Taiwan March 29, 2017

---

The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

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MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS YEARS ENDED DECEMBER 31

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Assets	Notes 6(1) 6(2) 6(3) 6(5) 6(5) and 7 7 6(6) 6(7) and 8 6(3) 6(4) 6(8) 6(9) and 8 6(10) 6(11) 6(27) 6(7) and 8	December31,2016 AMOUNT % $ 7,634,310 15 39,331 - 876,781 2 13,609 - 9,079,366 18 772,712 2 74,293 - 88,490 - 6,678,812 13 272,553 1 23,085 - 25,553,342 51 1,113,650 2 1,113,478 2 14,337,438 29 6,030,530 12 1,162,399 2 96,980 - 337,033 1 319,088 1 24,510,596 49 $ 50,063,938 100	December31,2015	December31,2015
		AMOUNT $ 7,634,310 39,331 876,781 13,609 9,079,366 772,712 74,293 88,490 6,678,812 272,553 23,085 25,553,342 1,113,650 1,113,478 14,337,438 6,030,530 1,162,399 96,980 337,033 319,088 24,510,596 $ 50,063,938	AMOUNT $ 8,786,787 5,711 595,826 4,644 5,489,355 253,354 62,601 72,908 6,272,009 286,277 10,699 21,840,171 720,789 1,143,049 14,024,341 5,467,908 1,061,808 119,005 456,908 328,711 23,322,519 $ 45,162,690	%
Current assets 1100 Cash and cash equivalents 1110 Financial assets at fair value through profit or loss - current 1125 Available-for-sale financial assets - current 1150 Notes receivable - net 1170 Accounts receivable - net 1180 Accounts receivable - related parties 1200 Other receivables 1220 Current income tax assets 130X Inventory - net 1410 Prepayments 1470 Other current assets 11XX Total Current Assets Non-current assets 1523 Available-for-sale financial assets - non-current 1543 Financial assets carried at cost - non-current 1550 Investments accounted for under equity method 1600 Property, plant and equipment - net 1760 Investment property - net 1780 Intangible assets - net 1840 Deferred income tax assets 1900 Other non-current assets 15XX Total non-current assets 1XXX Total assets				19 - 1 - 12 1 - - 14 1 -
				48
				2 3 31 12 2 - 1 1
				52
				100

(Continued)

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MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS YEARS ENDED DECEMBER 31

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

Liabilities and Equity

December31,2016 December31,2015 Notes AMOUNT % AMOUNT % 6(12) $ 1,150,090 2 $ 714,516 2 6(13) 6,493 - 15,914 - 8,961,961 18 5,364,344 12 7 286,051 1 183,363 - 7 3,830,190 8 3,691,058 8 6(27) 189,414 - 198,957 - 6(16) 333,393 1 350,486 1 129,803 - 435,983 1 14,887,395 30 10,954,621 24 6(27) 329,863 - 331,973 1 6(14) 330,267 1 321,687 1 660,130 1 653,660 2 15,547,525 31 11,608,281 26 6(17) 8,156,048 16 7,778,113 17 6(18) 22,446,436 44 22,352,475 49 6(19) 307,829 1 132,420 - 65,691 - 52,117 - 2,785,617 6 1,833,321 4 6(20) 1,277,241 3 1,928,412 5 6(17) ( 522,449)( 1)( 522,449) ( 1) 34,516,413 69 33,554,409 74 9(1)(2) 11 $ 50,063,938 100 $ 45,162,690 100

Current liabilities 2100 Short-term borrowings 2120 Financial liabilities at fair value through profit or loss - current 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2230 Current income tax liabilities 2250 Provisions for liabilities - current 2300 Other current liabilities 21XX Total current Liabilities Non-current liabilities 2570 Deferred income tax liabilities 2600 Other non-current liabilities 25XX Total non-current liabilities 2XXX Total liabilities Share capital 3110 Common shares Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity interest 3400 Other equity interest 3500 Treasury stocks 3XXX Total equity Significant Contingent Liabilities And Unrecognized Contract Commitments Significant Events After the Balance Sheet Date 3X2X Total liabilities and equity

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MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31

(Expressed in thousands of New Taiwan dollars, except earnings per share)

Items

Year ended December 31 2016 2015 Notes AMOUNT % AMOUNT % 6(21) and 7 $ 48,341,745 100 $ 50,054,765 100 6(6) and 7 ( 42,788,205)( 88)( 44,470,901)( 89) 5,553,540 12 5,583,864 11 6(25)(26) ( 1,251,287) ( 2) ( 1,357,072) ( 2) ( 1,332,719) ( 3) ( 1,573,718) ( 3) ( 2,286,190)( 5)( 2,356,604)( 5) ( 4,870,196)( 10)( 5,287,394)( 10) 683,344 2 296,470 1 6(22) 410,102 1 375,910 - 6(23) 190,511 - ( 7,205) - 6(24) ( 17,270) - ( 32,053) - 6(8) 1,794,250 4 1,380,981 3 2,377,593 5 1,717,633 3 3,060,937 7 2,014,103 4 6(27) ( 342,369)( 1)( 260,011)( 1) $ 2,718,568 6 $ 1,754,092 3 ( $ 40,552) - ( $ 33,349) - ( 3,959) - ( 5,185) - 6,894 - 5,669 - ( 37,617) - ( 32,865) - ( 732,642) ( 2) 400,893 1 413,751 1 ( 184,940) - ( 332,280)( 1)( 299,335)( 1) ( 651,171)( 2)( 83,382) - ($ 688,788)( 2)($ 116,247) - $ 2,029,780 4 $ 1,637,845 3 6(28) $ 3.44 $ 2.23 6(28) $ 3.40 $ 2.21

4000 Operating revenue 5000 Operating costs 5900 Gross profit Operating expenses 6100 Selling expenses 6200 General & administrative expenses 6300 Research and development expenses 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7010 Other income 7020 Other gains and losses 7050 Finance costs 7060 Share of profit of associates and joint ventures accounted for under equity method 7000 Total non-operating revenue and expenses 7900 Profit before income tax 7950 Income tax expense 8200 Profit for the year Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8311 Losses on remeasurements of defined benefit plans 8320 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will not be reclassified to profit or loss 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss 8310 Components of other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss 8361 Cumulative translation differences of foreign operations 8362 Unrealized income (loss) on valuation of available-for-sale financial assets 8370 Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss 8360 Components of other comprehensive income that will be reclassified to profit or loss 8300 Other comprehensive loss for the year 8500 Total comprehensive income for the year 9750 Basic earnings per share 9850 Diluted earnings per share

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MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

Year 2015 Balance at January 1, 2015 Distribution of 2014 earnings Legal reserve Special reserve Cash dividends Employee stock options exercised Compensation cost of employees’ share based –payment transactions Treasury stock transferred to employees Retirement of treasury stock Purchase of treasury stock Subsidiaries received cash dividends paid by the parent company Net change of equity in associates accounted for under equity method Profit for the year Other comprehensive income (loss) for the year Balance at December 31, 2015 Year 2016 Balance at January 1, 2016 Distribution of 2015 earnings Legal reserve Special reserve Cash dividends Stock dividends Employee stock options exercised Compensation cost of employees’ share based –payment transactions Subsidiaries received cash dividends paid by the parent company Net change of equity in associates accounted for under equity method Profit for the year Other comprehensive income (loss) for the year Balance at December 31, 2016	Notes	Common shares	Capitalsurplus				RetainedEarnings	RetainedEarnings		Otherequityinterest	Otherequityinterest	Otherequityinterest	Treasury stocks	Totalequity
					Legal reserve		Special reserve	Unappropriated retained earnings		Currency translation differences	U a	nrealized gain or loss on vailable-for-sale financialassets
	6(19) 6(19) 6(15)(18) 6(15)(18) 6(18) 6(17) 6(18) 6(18) 6(19) 6(19) 6(19) 6(15)(18) 6(15)(18) 6(18) 6(18)	$ 7,694,106 - - - 127,207 - - ( 43,200 ) - - - - - $ 7,778,113 $ 7,778,113 - - - 307,934 70,001 - - - - - $ 8,156,048	$ 22,122,720 - - - 175,941 55,137 ( 2,472 ) ( 41,244 ) - 7,976 34,417 - - $ 22,352,475 $ 22,352,475 - - - - 65,873 4,605 18,417 5,066 - - $ 22,446,436		$ 56,311 76,109 - - - - - - - - - - - $ 132,420 $ 132,420 175,409 - - - - - - - - - $ 307,829		$ - - 52,117 - - - - - - - - - - $ 52,117 $ 52,117 - 13,574 - - - - - - - - $ 65,691	$ 773,566 ( 76,109 ) ( 52,117 ) ( 533,246 ) - - - - - - - 1,754,092 ( 32,865 ) $ 1,833,321 $ 1,833,321 ( 175,409 ) ( 13,574 ) ( 1,231,738 ) ( 307,934 ) - - - - 2,718,568 ( 37,617 ) $ 2,785,617		$ 1,872,643 - - - - - - - - - - - 135,865 $ 2,008,508 $ 2,008,508 - - - - - - - - - ( 1,114,287 ) $ 894,221	$ 139,151 - - - - - - - - - - - ( 219,247 ) ($ 80,096 ) ($ 80,096 ) - - - - - - - - - 463,116 $ 383,020		($ 506,878 ) - - - - - 69,347 84,444 ( 169,362 ) - - - - ($ 522,449 ) ($ 522,449 ) - - - - - - - - - - ($ 522,449 )	$ 32,151,619 - - ( 533,246 ) 303,148 55,137 66,875 - ( 169,362 ) 7,976 34,417 1,754,092 ( 116,247 ) $ 33,554,409 $ 33,554,409 - - ( 1,231,738 ) - 135,874 4,605 18,417 5,066 2,718,568 ( 688,788 ) $ 34,516,413

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MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31

(EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Bad debts expense (Gain on reversal of decline in market value)/Loss on inventory market value decline Depreciation Amortization Amortization of long-term prepaid rent Compensation cost of employees share-based payment transactions Interest income Interest expense Dividend income Net (income) loss of financial assets/liabilities at fair value through profit or loss Share of profit of associates accounted for under equity method (Gain) loss on disposal of investments Impairment loss Gain on disposal of property, plant and equipment, net Changes in operating assets and liabilities Changes in operating assets Notes receivable, net Accounts receivable Other receivables Inventories Prepayments Changes in operating liabilities Accounts payable Other payables Other current liabilities Provisions for liabilities - current Accrued pension liabilities Cash inflow generated from operations Payment of interest Receipt of interest Payment of income tax Cash dividend received Net cash flows from operating activities

YearendedDecember31 Notes 2016 2015 $ 3,060,937 $ 2,014,103 6(5) 14,910 6,419 6(6) ( 66,083 ) 182,649 6(9)(10)(25) 451,802 534,742 6(11)(25) 98,012 249,700 6,721 6,804 6(15) 4,605 55,137 6(22) ( 58,586 ) ( 99,428 ) 6(24) 17,270 32,053 6(22) ( 101,528 ) ( 119,828 ) 6(23) ( 43,042 ) 36,291 6(8) ( 1,794,250 ) ( 1,380,981 ) 6(23) ( 215,995 ) 16,506 6(3)(23) 28,408 25,902 6(23) ( 28,037 ) ( 12,999 ) ( 8,965 ) 173 ( 4,257,805 ) 2,273,874 ( 13,011 ) 26,156 ( 392,509 ) 840,965 13,148 76,146 3,776,267 ( 2,245,258 ) 128,049 188,253 ( 305,805 ) 141,115 ( 15,579 ) 13,245 6,156 5,577 305,090 2,867,316 ( 16,585 ) ( 37,168 ) 59,905 107,274 ( 249,728 ) ( 167,836 ) 642,739 599,287 741,421 3,368,873

(Continued)

20

MiTAC HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss (Increase) decrease in other financial assets Acquisition of available-for-sale financial assets Proceeds from disposal of available-for-sale financial assets Proceeds from capital reduction of available-for-sale financial assets Acquisition of financial assets carried at cost Proceeds from capital reduction of financial assets carried at cost Acquisition of investments accounted for under the equity method Proceeds from disposal of investments accounted for under equity method Proceeds from capital reduction of investments accounted for under equity method Net cash inflows from disposal of subsidiaries Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in intangible assets Decrease in refundable deposits Increase in other non-current assets Net cash flows (used in) from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term borrowings Increase (decrease) in guarantee deposits Employee stock options exercised Treasury stock transferred to employees Purchase of treasury stock Cash dividends paid Net cash flows used in financing activities Effects of changes in exchange rates Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

Year ended December 31 Notes 2016 2015 ($ 2,004 ) $ - 2,210 - ( 24,194 ) 1,170,853 ( 480,153 ) ( 72,340 ) 134,357 33,799 10,794 - ( 25,000 ) ( 25,000 ) 90,007 - ( 136,979 ) ( 64,237 ) 747,001 - - 17,135 5,888 - 6(9) ( 1,323,342 ) ( 804,950 ) 36,554 16,477 6(30) ( 76,277 ) ( 52,026 ) 9,673 24,216 ( 17,090) ( 14,637) ( 1,048,555) 229,290 435,574 ( 2,876,061 ) 273 ( 12,439 ) 135,874 303,148 - 66,875 - ( 169,362 ) ( 1,213,321) ( 525,270) ( 641,600) ( 3,213,109) ( 203,743) ( 92,592) ( 1,152,477 ) 292,462 8,786,787 8,494,325 $ 7,634,310 $ 8,786,787

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Attachment 4

MiTAC Holdings Corp. Comparison Table for Amendments of the Procedures for Acquisition or Disposal of Assets

Current Article	Amended Article	Reason for Amendment
Article 6 (Procedures for acquiring and disposing of real property and equipment) 1.~3.(Omission) 4.An appraisal report of real property or equipment: In acquiring or disposing of real property or equipment where the transaction amount reaches 20 percent of the Company's paid-in capital or NT$300 million or more, the Company, unless transacting with a government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: (1)Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors, and the same procedure shall be followed for any future changes to the terms and conditions of the transaction. (2)Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. (3)Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of AuditingStandards No. 20	Article 6 (Procedures for acquiring and disposing of real property and equipment) 1.~3.(Omission) 4.An appraisal report of real property or equipment: In acquiring or disposing of real property or equipment where the transaction amount reaches 20 percent of the Company's paid-in capital or NT$300 million or more, the Company, unless transacting with a government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiring or disposing of equipment for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: (1)Where due to special circumstances it is necessary to give a limited price, specified price, or special price as a reference basis for the transaction price, the transaction shall be submitted for approval in advance by the board of directors, and the same procedure shall be followed for any future changes to the terms and conditions of the transaction. (2)Where the transaction amount is NT$1 billion or more, appraisals from two or more professional appraisers shall be obtained. (3)Where any one of the following circumstances applies with respect to the professional appraiser's appraisal results, unless all the appraisal results for the assets to be acquired are higher than the transaction amount, or all the appraisal results for the assets to be disposed of are lower than the transaction amount, a certified public accountant shall be engaged to perform the appraisal in accordance with the provisions of Statement of AuditingStandards No. 20	To comply with the Financial Supervisory Commission Public Announcement No. Financial- Supervisory- Securities- Corporate- 1060001296 on 9 February 2017.

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Current Article	Amended Article	Reason for Amendment
published by the ROC Accounting Research and Development Foundation (ARDF) and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: A. The discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount. B. The discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount. (4)No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser. The calculation of the transaction amounts referred to in the preceding paragraph shall be done in accordance with Article 13, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.	published by the ROC Accounting Research and Development Foundation (ARDF) and render a specific opinion regarding the reason for the discrepancy and the appropriateness of the transaction price: A. The discrepancy between the appraisal result and the transaction amount is 20% or more of the transaction amount. B. The discrepancy between the appraisal results of two or more professional appraisers is 10% or more of the transaction amount. (4)No more than 3 months may elapse between the date of the appraisal report issued by a professional appraiser and the contract execution date; provided, where the publicly announced current value for the same period is used and not more than 6 months have elapsed, an opinion may still be issued by the original professional appraiser. The calculation of the transaction amounts referred to in the preceding paragraph shall be done in accordance with Article 13, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.
Article 8 (Procedures for acquiring and disposing of memberships, intangible assets and other major assets) 1.~3.(Omission) 4.Opinions from experts: The Company acquires or disposes of memberships and intangible assets and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. The calculation of the transaction amounts referred to in thepreceding paragraph shall	Article 8 (Procedures for acquiring and disposing of memberships, intangible assets and other major assets) 1.~3.(Omission) 4.Opinions from experts: The Company acquires or disposes of memberships and intangible assets and the transaction amount reaches 20 percent or more of paid-in capital or NT$300 million or more, except in transactions with a government agency, the Company shall engage a certified public accountant prior to the date of occurrence of the event to render an opinion on the reasonableness of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. The calculation of the transaction amounts referred to in thepreceding paragraph shall	To comply with the Financial Supervisory Commission Public Announcement No. Financial- Supervisory- Securities- Corporate- 1060001296 on 9 February 2017.

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Current Article	Amended Article	Reason for Amendment
be done in accordance with Article 13, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.	be done in accordance with Article 13, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items for which an appraisal report from a professional appraiser or a CPA's opinion has been obtained need not be counted toward the transaction amount.
Article 9 (Procedures for Related Party Transactions) 1. (Omission) 2.When the Company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or dispose of assets other than real property from or to a related party and the transaction amount reaches 20% or more of paid-in capital, 10% or more of the Company's total assets, or NT$300 million or more, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption ofdomestic money market funds, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the board of directors and recognized by the supervisors: (1) The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. (2) The reason for choosing the related party as a trading counterparty. (3) With respect to the acquisition of real property from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with paragraph 3 (1)-(4) of this Article. (4) The date and price at which the related party originally acquired the real property, the original trading counterparty, and that trading counterparty's relationship to the Company and the related party. (5) Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.	Article 9 (Procedures for Related Party Transactions) 1. (Omission) 2.When the Company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or dispose of assets other than real property from or to a related party and the transaction amount reaches 20% or more of paid-in capital, 10% or more of the Company's total assets, or NT$300 million or more, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market fundsissued by domestic securities investment trust enterprises, the Company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the board of directors and recognized by the supervisors: (1) The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. (2) The reason for choosing the related party as a trading counterparty. (3) With respect to the acquisition of real property from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with paragraph 3 (1)-(4) of this Article. (4) The date and price at which the related party originally acquired the real property, the original trading counterparty, and that trading counterparty's relationship to the Company and the related party. (5) Monthly cash flow forecasts for the year commencing from the anticipated month of signing of the contract, and evaluation of the necessity of the transaction, and reasonableness of the funds utilization.	To comply with the Financial Supervisory Commission Public Announcement No. Financial- Supervisory- Securities- Corporate- 1060001296 on 9 February 2017.

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Current Article	Amended Article	Amended Article	Reason for Amendment
(6)An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article. (7) Restrictive covenants and other important stipulations associated with the transaction. The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with Article 13, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the board of directors and recognized by the supervisors need not be counted toward the transaction amount. With respect to the acquisition or disposal of business-use equipment between the Company and its subsidiaries, the Company's board of directors may delegate the board chairman to decide such matters when the transaction is within NT$1 billion and have the decisions subsequently submitted to and ratified by the next board of directors meeting. 3.(Omission)	(6)An appraisal report from a professional appraiser or a CPA's opinion obtained in compliance with the preceding article. (7) Restrictive covenants and other important stipulations associated with the transaction. The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with Article 13, paragraph 2 herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been approved by the board of directors and recognized by the supervisors need not be counted toward the transaction amount. With respect to the acquisition or disposal of business-use equipment between the Company and its subsidiaries, the Company's board of directors may delegate the board chairman to decide such matters when the transaction is within NT$1 billion and have the decisions subsequently submitted to and ratified by the next board of directors meeting. 3.(Omission)
Article 11 (Procedures for mergers, demerger, acquisition, or transfer of shares) 1.Evaluation and operating procedures: (1) The Company that conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the board of directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to 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.	Article 11 (Procedures for mergers, demerger, acquisition, or transfer of shares) 1.Evaluation and operating procedures: (1) The Company that conducts a merger, demerger, acquisition, or transfer of shares, prior to convening the board of directors to resolve on the matter, shall engage a CPA, attorney, or securities underwriter to 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. However, the requirement of obtaining an aforesaid opinion on reasonableness issued by an expert may be exempted in the case of a merger by the Company of a subsidiary in which it directly or indirectly holds 100 percent of the issued shares or authorized capital, and in the case of a merger between subsidiaries in which the Company directly or indirectly holds 100 percent of the respective subsidiaries’ issued shares or authorized capital.		To comply with the Financial Supervisory Commission Public Announcement No. Financial- Supervisory- Securities- Corporate- 1060001296 on 9 February 2017.
		in the case of a merger between subsidiaries in which the Company directly or indirectly holds 100 percent of the respective subsidiaries’ issued shares or authorized capital.

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Current Article	Amended Article	Reason for Amendment
(2) The Company participating in a merger, demerger, acquisition, or transfer of shares shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders meeting and include it along with the expert opinion referred to in paragraph 1 (1) of this Article when sending shareholders notification of the shareholders meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger, demerger, or acquisition, this restriction shall not apply. Additional, where the shareholders meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders meeting. 2.(Omission)	(2) The Company participating in a merger, demerger, acquisition, or transfer of shares shall prepare a public report to shareholders detailing important contractual content and matters relevant to the merger, demerger, or acquisition prior to the shareholders meeting and include it along with the expert opinion referred to in paragraph 1 (1) of this Article when sending shareholders notification of the shareholders meeting for reference in deciding whether to approve the merger, demerger, or acquisition. Provided, where a provision of another act exempts a company from convening a shareholders meeting to approve the merger, demerger, or acquisition, this restriction shall not apply. Additional, where the shareholders meeting of any one of the companies participating in a merger, demerger, or acquisition fails to convene or pass a resolution due to lack of a quorum, insufficient votes, or other legal restriction, or the proposal is rejected by the shareholders meeting, the companies participating in the merger, demerger or acquisition shall immediately publicly explain the reason, the follow-up measures, and the preliminary date of the next shareholders meeting. 2.(Omission)
Article 13 (Deadline and contents of public announcement) 1.Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days commencing immediately from the date of occurrence of the event, and shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the Company headquarters, where they shall be retained for 5 years except where another act provides otherwise:	Article 13 (Deadline and contents of public announcement) 1.Under any of the following circumstances, the Company acquiring or disposing of assets shall publicly announce and report the relevant information on the FSC's designated website in the appropriate format as prescribed by regulations within 2 days commencing immediately from the date of occurrence of the event, and shall keep all relevant contracts, meeting minutes, log books, appraisal reports and CPA, attorney, and securities underwriter opinions at the Company headquarters, where they shall be retained for 5 years except where another act provides otherwise:	To comply with the Financial Supervisory Commission Public Announcement No. Financial- Supervisory- Securities- Corporate- 1060001296 on 9 February 2017 and to facilitate the practical needs.

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Current Article		Amended Article	Reason for Amendment
(1) Acquisition or disposal of real property from or to a related party, or acquisition or disposal of assets other than real property from or to a related party where the transaction amount reaches 20% or more of paid-in capital, 10% or more of the Company's total assets, or NT$300 million or more; provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption ofdomestic money market funds. (2) Merger, demerger, acquisition, or transfer of shares. (3) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the Company. (4) Where an asset transaction other than any of those referred to in the precedingthree subparagraphs or an investment in the mainland China area reaches 20% or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: A. Trading of government bonds. B. Securities trading by investment professionals on foreign or domestic securities exchanges or over-the-counter markets, or subscription of securities by a securities firm, either in the primary market or in accordance with relevant regulations. C.Trading of bonds under repurchase/resale agreements, or subscription or redemption ofdomestic money market funds. D.Where the type of asset acquired or disposed is equipment for business use, the trading counterparty is not a related party, and the transaction amount is less than NT$500 million. E. Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages,orjoint	(1) Acquisition or disposal of real property from or to a related party, or acquisition or disposal of assets other than real property from or to a related party where the transaction amount reaches 20% or more of paid-in capital, 10% or more of the Company's total assets, or NT$300 million or more; provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of money market fundsissued by domestic securities investment trust enterprises. (2) Merger, demerger, acquisition, or transfer of shares. (3) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the Company. (4)Where the type of asset acquired or disposed is equipment for business use, the trading counterparty is not a related party, and the transaction amountmeets any of the following criteria: A.For the Company whose paid-in capital is less thanNT$10 billion, the transaction amount reaches NT$500 millionor more. B.For the Company whose paid-in capital is NT$10 billion or more, the transaction amount reaches NT$1 billion or more. (5)Where land is acquired under an arrangement on engaging others to build on the Company's own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the amount the Company expects to invest in the transactionreaches NT$500 million. (6)Where an asset transaction other than any of those referred to in the precedingfive subparagraphs or an investment in the mainland China area reaches 20% or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances:

27

Current Article	Amended Article	Reason for Amendment
construction and separate sale, and the amount the Company expects to invest in the transactionis less than NT$500 million. 2.~3.(Omission) 4.When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entirety. 5.(Omission)	A. Trading of government bonds. B.Trading of bonds under repurchase/resale agreements, or subscription or redemption of money market fundsissued by domestic securities investment trust enterprises. 2.~3.(Omission) 4.When the Company at the time of public announcement makes an error or omission in an item required by regulations to be publicly announced and so is required to correct it, all the items shall be again publicly announced and reported in their entiretywithin two days counting inclusively from the date of knowing of such error or omission. 5.(Omission)
Article 19 (Date of enactment and amendment) The Procedures were enacted on June 24, 2013. The first amendment was made on June 24, 2014. The second amendment was made on June 21, 2016.	Article 19 (Date of enactment and amendment) The Procedures were enacted on June 24, 2013. The first amendment was made on June 24, 2014. The second amendment was made on June 21, 2016. The third amendment was made on June 12, 2017.	Adding amendment frequency and dates

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