POWERTECH - AGM Information 2018 | FinancialReports.eu

Stock Code ： 3296

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POWERTECH INDUSTRIAL CO., LTD

2018 Annual General Shareholders’ Meeting Meeting Handbook

MEETING TIME: June 14, 2018 at 9:00 AM

PLACE: 10F., No. 407, Sec. 2, Zhong Shan Rd., Zhonghe Dist. New Taipei City 23558, Taiwan (R.O.C)

Table of Contents	Table of Contents	Table of Contents
I. Meeting Procedure………….....................................		P1
II. Meeting Agenda		P2
	1. Management Presentation…………………….…………….	P3
	2.Recognition……………..……………………......................	P8
	3. Discussion………………………………………………….	P11
	4. Questions andMotions …………………………………….	P13
III. Attachments
	1. 2017 Business Report……………………….........………..	P15
	2. Supervisors’ Review Report for the year 2017 Financial Statements………………………….……………………...	P19
	3. The report of Investment inChina…………………………	P20
	4.FinancialStatementsforthe year 2017	P21
	5. Comparison Table Before and After Amendment to “Articles of Incorporation”……………………………………	P32
IV.Appendices
	1.Articles of Incorporation……………………………………	P34
	2. Rules of ProcedureforShareholders’ Meeting ………..…..	P39
	3. Shareholding of Directors and Supersivors………………	P42
	4. TheExecutionofthe sharesRepurchasePlans……………	P43
	5. Acceptance of proposals submitted by shareholders this annualgeneralshareholders’ meeting……………………	P44

POWERTECH INDUSTRIAL CO., LTD.

2 018 Annual General Shareholders’ Meeting Procedure

Report the number of shares to attend
Chairman to announce the commencement of meeting
Chairmen Remarks

4. Management Presentation

5. Recognition

6. Discussion

7. Questions and Motions

8. Adjournment

POWERTECH INDUSTRIAL CO., LTD 2018 Annual General Shareholders’ Meeting Agenda

Time: 09:00 a.m. June 14 ,2018 (Thuesday)

Place: 10F., No.407,Sec. 2, Zhong Shan Rd., Zhonghe Dist., New Taipei City 23558, Taiwan (R.O.C)

I. Report the number of shares to attend

II. Chairman to announce the commencement of meeting

III. Chairman Remarks
IV. Management Presentation
Report on Business for the year 2017
Supervisor Review Report for the year 2017 Financial Statements
Rewards to employees and board of directors in 2017
The report of Investment in China
V. Recognition
Adoption of the 2017 Business Report and Financial Statements
Adoption of the Proposal for the Distribution of 2017 Profits
VI. Discussion
1.To approve the amendment to “Aritcles of Incorporatio”
VII. Questions and Motions

VIII. Adjournment

Management Presentation

No. 1

Proposed by the Board of Directors

Proposal:

Report on Business of the year 2017 Explanatory Notes:

2017 Business Report is attached hereto as Attachment 1.
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No. 2

Proposed by the Board of Directors

Proposal:

Supervisor Review Report for the 2017 Financial Statements

Explanatory Notes:

The year 2017 financial statements have been audited by the Independent Auditors and the Independent Auditors’ Report was issued. In addition, 2017 Business Report have been reviewed and examined by Supervisors.
Supervisors’ Review Report for the year 2017 financial statements is attached hereto as Attachment 2.
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No. 3

Proposed by the Board of Directors

Proposal:

Rewards to employees and board of directors in 2017

Explanatory Notes:

In accordance with the Articles of Incorporation of the Company, if there is any profit in a fiscal year, the Company’s pre-tax profits in such fiscal year, prior to deduction of compensation to employees and directors, shall be rewarded to employees as compensation in an amount of 2%~15% thereof and to directors as compensation in an amount of not more than three percent (3%) of such profits. Notwithstanding the foregoing, in the event that the company has accumulated losses, the Company shall first reserve an amount to offset accumulated losses.
The distribution of compensation to employees and directors for the year 2017, as approved by the Remuneration Committee and the Board of Directors, are NT$ 88,000 and NT$ 0.00, respectively. The compensations shall be distributed in the form of cash.
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No. 4

Proposed by the Board of Directors

Proposal:

The report of Investment in China

Explanatory Notes:

The company investment report in China of the year 2017 is attached hereto as Attachment 3.
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Recognition

No. 1

Proposed by the Board of Directors

Proposal:

Adoption of the 2017 Business Report and Financial Statements

Explanatory Notes:

The Company’s 2017 financial statements have been audited by Hsu, Yu-Feng and Mei, Yuan-Chen, certified public accountants from KPMG, who have issued and Audit Report.
The “2017 Business Report” and “2017 Financial Statements” are attached hereto as Attachments 1 and 4.

Resolution:

No. 2

Proposed by the Board of Directors

Proposal:

Adoption of the Proposal for Distribution of 2017 Profits

Explanatory Notes:

The 2017 Earnings Distribution Proposal was prepared by the Board of Directors according to the ROC Company Act and Articles of Incorporation of the Company.
The amount of earnings for the year 2017 available for distribution to shareholders as dividend and bonus is NT$ 2,365,151. The Company's profits distribution, since the cancellation of treasury balances offsets retained earnings, no surplus is available for distribution.

Resolution

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Discussion

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No. 1

Proposed by the Board of Directors

Proposal:

To approve the amendment to “Articles of Incorporation”

Explanatory Notes:

Amendment to “Articles of Incorporation” is proposed to be in line with Expanding the scope of operations of the company.
The Comparison Table Before and After Amendment to “ Articles of Incorporation” is attaches hereto as Attachment 5.

Resolution

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Questions and Motions

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Adjournment

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Attachment 1 2017 Business Report

Operating Report of 2017

A. The implementation of business plans

implementation of	business plans	business plans	business plans	business plans	business plans	business plans
	Unit: in thousand NTD 2017 2016 Increase/decrease NT ％ NT ％ NT ％ 2,858,629 100.00% 2,893,975 100.00% (35,346) (1.22%) 468,439 16.39% 549,463 18.99% (81,024) (14.75%) 52,892 1.85% 103,827 3.59% (50,935) (49.06%) 14,152 0.50% 145,071 5.01%(130,919) (90.24%) 2,365 0.08% 129,903 4.49%(127,538) (98.18%)
Item	2017		2016		Increase/decrease
	NT	％	NT	％	NT	％
OperatingIncome	2,858,629	100.00%	2,893,975	100.00%	(35,346)	(1.22%)
OperatingMargin	468,439	16.39%	549,463	18.99%	(81,024)	(14.75%)
OperatingInterest	52,892	1.85%	103,827	3.59%	(50,935)	(49.06%)
Pre-tax netprofit	14,152	0.50%	145,071	5.01%	(130,919)	(90.24%)
After-taxprofit	2,365	0.08%	129,903	4.49%	(127,538)	(98.18%)

Source: KPMG audited Financial Statements of 2017

In fiscal 2017, the consolidated operating income was $ 2,858,629 (thousand NT), representing a decrease of $ 35,346 (thousand NT) or 1.22% for 2016. The consolidated operating margin for the year was $ 468,439 (thousand NT), down by $ 81,024 (thousand NT) or 14.75% over year of 2016. The After –tax profit of year 2017 was 2,365 (thousand NT) ,a decrease of 127,538 (thousand NT), a decrease of 98.18% for year 2016.

In order to lead the global economy out of the shadow of deflation, The U.S. F.E.D. to Implement the Largest Financial Flaw in History. After that, global stock markets reached new highs, but this tidal wave spillover effect began to appear, and all kinds of raw material prices are ready to go up. After the United States President Trump he wanted to enhance the "Made in the United States" to pull the manufacturing industry back to the United States, deliberately guiding the devaluation of the US dollar to create favorable conditions for U.S. exports. Caused major Asian currencies to soar in exchange rates during the year 2017 (NTD 7.72% appreciation; RMB appreciation 6.67%) affecting revenue and operating costs. In addition, the main raw material market was also subject to speculation by speculators and surged due to the easing of international funds. As a result, the company’s production cost was high, which caused the overall operating performance in the year 2017 to be lower than that in the year 2016.

Looking forward to the year 2018, looking at the recent international economic situation, updated data released by international forecasting agencies such as the World Bank, Global Insight, and the International Monetary Fund show that global economic growth is still growing in 2018. However, compared to 2017, it will slow down and the overall forecasted risk appears to be roughly balanced. However, in the medium-term, it still tends to be downward. It may increase the possibility of financial market adjustment due to overvaluation of assets and severe contraction of the term premium, which may inhibit the possibility of Increase and dampen confidence

The core inflation and interest rates that may trigger the economy have risen faster than expected. At the same time, the World Bank predicts that the economic growth rate of the US economy will reach 2.5% in 2018. However, rising protectionism or deteriorating financial conditions in the United States may subvert the regional and global economic growth and bring uncertainties to global trade and investment. The growth rate of China's economy in 2018 is expected to slow down to 6.4%. The main reasons for the slowdown include the fragility of the financial system, excessive domestic debt, large external financing demand, and limited policy buffer capacity. Although the unpredictable factors in the global market may increase and the competition at the supply side is heating up, the Company will continue to actively launch new products and develop new markets. In the follow-up, the Company will continue to actively engage in the integration of production and sales as well as the

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enhancement of competitiveness.

B. the result of the budget ：

result of the budget：
	Unit: in thousands
項目	Amount(actual)	Amount(budget)	Actual/budget
Surge Protector for IT Peripherals	12,138	15,134	80.20%
Power Noise Filter for Audio and Video Devices	621	530	117.17%
IoT and Smart Home Power SafetySystem	823	1,779	46.26%
Others	476	5	9,520%
Total	14,058	17,448	80.57%

Analysis of financial revenue and expenditure and profitability

Unit : in thousand NT

Revenue and Expenditure	item	2017	2016	Increase/ decrease
	Revenue	2,858,629	2,892,975	(1.22%)
	Operatingmargin	468,439	549,463	(14.75%)
	Netprofit after tax	2,365	129,903	(98.18%)
Profitability	ROA(%)	0.12%	5.00%	(97.70%)
	ROE(%)	0.14%	7.18%	(98.02%)
	Net return(%)	0.08%	4.49%	(98.16%)
	Retrospective EPS(元)	0.02	1.22	(98.36%)

research and development status

The R&D expenses invested by the Company in 2017 ：

Unit : in thousand NTD

	Unit : in thousand NTD
Item	Amount
R&D costs	146,292
Net operatingincome	2,858,629
Accounting for net operating income ratio	5.12%

C. Operating principles:

Good customer service, to develop new customers, new markets and new applications to expand the scale of operation of the company.
Strengthen the core technology research and development, the development of higher value-added new products to increase the competitive threshold to enhance profitability.
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Patent layout, strengthen intellectual property protection, to improve the industry barriers to entry.
Strict control of costs, improve management efficiency, enhance international competitiveness.

The expected number of sales and its basis

Based on the industrial environment and the supply and demand of the market, and considering the own capacity and business development, the Company expects sales as follows

Unit : in thousands

	Unit : in thous
Item	Amout
Surge Protector for IT Peripherals	14,500
Power Noise Filter for Audio and Video Devices	120
IoT and Smart Home Power Safety System	1,695
Others	329
Total	16,644

Important production and marketing policies

Continuously invest in innovative research and development, improve product quality and reduce production costs.
Strengthen the process management, improve production efficiency.
To grasp the pulse of raw material prices, strengthen inventory control, play procurement advantages。 .
To grasp the market trends, the development of new products, develop new applications market, to enhance profitability to expand the breadth and 。

depth of the product

The future development strategy of the company

Continuously attract talented people, with the ability of existing staff to enhance .
With the market trends, and actively develop green products, and strive to product innovation, expand product niche.
Strengthen the marketing channels, enhance the quality, price and delivery competitiveness, to enhance market share.

By the external competitive environment, regulatory environment and the overall operating environment

In the global climate change, the rise of environmental awareness, energy management and energy conservation and carbon reduction issues, has gradually transformed into the pursuit of profit and good corporate social responsibility of the primary goal. The overall community for enterprise products, the tracking and verification of carbon footprint needs continued to heat up, but also to provide the company to broaden the competitive threshold of the product opportunities. The company will focus on power management technology research and development, through the combination of part of the cloud and software technology, the introduction

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of a more comprehensive environmental energy solutions to meet customer demand for high efficiency energy management products.

I would like to thank the shareholders for their support of the Company on the report on the business report for the year 2017 and the summary of the 2018 business plan. The company will also make the best efforts of all employees, forging chain is better than the previous operating strength, performance support for shareholders to return. In the future, we hope that the shareholders will continue to give the company support and encouragement to create a bright future. I wish all the shareholders good health, all the best!！

Sincerely yours,

Chairman of the Board and CEO: Yi-Hsiung Chou

Accouting Office: Kevin Kuo

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Attachment 2 Supervisors’ Review Report for the year 2017 Financial Statements

SUPERVISORS’ REVIEW REPORT

The Board of Directors has prepared the Company’s 2017 Financial - Statements. The CPA firm of KPMG, by CPA Hsu, Yu Feng and Mei, - Yuan Chen was retained to audit the Company’s Financial Statements and has issued an audited report relating to the Financial Statements. The Financial Statements, Business Report, and the Proposal for Distribution of 2017 Profits have been reviewed and determined to be correct and accurate by Supervisors. According to Article 219 of the Company Law, we hereby submit this report.

Supervisors: Chin-Yang Chen Shin-Rong Shiah-Hou Jun-Yu Huang

March 23, 2018

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Attachment 3 The Report of investment in China of the year 2017

Year ：2017

Unit : in thousand NT

The invested company in China	Business Item	Capital	Invest Way	Accumulated investment amount From Taiwan last Year	This year to recover the amount of investment	This year to recover the amount of investment	Accumulated investment amount From Taiwan this Year	Profit	Share s hold	Equity hold	Profit this year	Book value end of this year	Recover profit this year
					`remitted`	`Received`
DONGGAN QUAN-SHE NG ELECTRIC CO.,LTD	Engaged in the socket, wire and cable, power cord production and sales, and provide after-sales service.	`366,641` `(HK29,994` `US8,483)`	`(`二`)1.`	`366,641` `(HK29,994`； `US8,483)`	`-`	`-`	`366,641` `(HK29,994` ；`US8,483)`	`(13,744)`	`100%`	`100%`	`(13,744)`	`991,574`	`-`
DONGGAN FUJU ELECTRIC CO.,LTD	Power lines, wires, plastic covers, circuit board components, radios, power outlet items.	`114,130` `(US3,835)`	`(`二`)2.`	`110,886` `(US3,726)`	`-`	`-`	`110,886` `(US3,726)`	`165,670`	`100%`	`100%`	`165,670`	`56,576`	`-`
D O N DONGGAN KANG-QI TRADE CO.,LTD	Sales of electrical appliances, power outlets, wire and cable, computer peripherals.	`4,565` `(RMB1,000` `)`	`(`二`)3.`	`-`	`-`	`-`	`-`	`(368)`	`100%`	`100%`	`(368)`	`5,678`	`-`

Remarks 1 ： Is based on the financial statements of the parent company of Taiwan, which is verified by the equity method. Remarks 2 ： The investment method is divided into the following three ：

( 一 ) Directly to the mainland to engage in investment 。
( 二 ) Through the third region to invest in the establishment of the company to invest in mainland companies ：
The above amount of investment is the amount of money transferred by the Company to SURGELION INT'L LTD to Dongguan Quan Sheng Electric Co., Ltd.
The above amount of investment is the amount transferred by TOTAL PLUS INT'S LTD to Dongguan Fu Ju Electric Co., Ltd.
The above amount of investment for the Dongguan Quan Sheng Electric Co., Ltd. direct investment to Dongguan City Kang Qi Trade Co., Ltd. 。

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Attachment 4 (English Translation of Financial Report Originally Issued in Chinese)

POWERTECH INDUSTRIAL CO., LTD.

Balance Sheets

December 31,2017 and 2016

(expressed in thousands of New Taiwan dollars)

					POWERTECH INDUSTRIAL CO., LTD. Balance Sheets December 31,2017 and 2016 (expressed in thousands of New Taiwan dollars)	POWERTECH INDUSTRIAL CO., LTD. Balance Sheets December 31,2017 and 2016 (expressed in thousands of New Taiwan dollars)
Assets Current assets： 1100 Cash and equivalents 1110 Financial assets measured at fair value through profit or loss - Liquidity 1150 Notes receivable,net 1170 Accounts receivables,net 1180 Accounts receivables-related 1200 Other receivables 1220 Current tax assets 130X Inventories 1410 Prepayments 1476 Other financial-current Total current assets Non-current assets： 1543 Non-current financial assets measured by cost 1550 Investments accounted for using equity method 1600 Property,plant and equipment 1840 Deferred income tax assets 1915 Prepayments for equipment 1920 Refundable deposits Total non-current assets	December 31, 2017				Liabilities and Stockholders’ equity Current liabilities： 2170 Account payable 2180 Accounts payable to related parties 2200 Other payables 2220 Other payables to related parties 2230 Current tax liabilities 2250 Provisions-current 2310 Advance receipts 2399 Other current liabilites Total current liabilities Non-current liabilities： 2640 Accured pension liabilities 2645 Deposits received 2650 Investments credit balance for using equity method Non-current liabilities: Total liabilities Equity attributable to shareholders of the parent： 3100 Common stock 3200 Capital surplus Retained earnings： 3310 Legal reserve 3320 Special reserve 3350 Unappropriated retained earnings Other equity： 3410 Financial statement translation differences for foreign operations Total equity Total liabilities and stockholders’ equity December 31, 2016 Amount % $ 477,660 17 - - 6,002 - 731,328 25 - - 30,070 1 1,390 - 146 - 14,720 1 94 - 1,261,410 44 - - 1,505,704 52 119,726 4 7,758 - - - 268 - 1,633,456 56		December 31, 2017 Amount % 15,672 1 835,786 33 68,375 3 - - 5,956 - 35 - 29,741 1 30,476 1 986,044 39 23,635 1 - - - - 23,635 1 1,009,679 40 982,244 38 276,981 11 312,216 12 24,911 1 (4,619) - 332,508 13 (52,241) (2) 1,539,492 60 $ 2,549,171 100			December 31,2016 Amount % 25,936 1 843,398 29 82,707 3 158 - 11,750 - 382 - 33,733 1 32,947 1 1,031,011 35 23,529 1 369 - 47,719 2 71,617 3 1,102,628 38 1,032,244 36 291,152 10 299,226 10 18,643 1 157,242 5 475,111 16 (6,269) - 1,792,238 62 2,894,866 100
	Amount $ 120,967 17,862 1,182 790,031 12 24,465 - 347 18,717 39 973,622 42,408 1,401,501 117,065 8,144 6,163 268 1,575,549		%				Amount 15,672 835,786 68,375 - 5,956 35 29,741 30,476 986,044 23,635 - - 23,635 1,009,679 982,244 276,981 312,216 24,911 (4,619) 332,508 (52,241) 1,539,492 $ 2,549,171			Amount 25,936 843,398 82,707 158 11,750 382 33,733 32,947
				4 1 - 31 - 1 - - 1 - 38
								986,044	39	1,031,011
								23,635 - -	1 - - 1	23,529 369 47,719
		42,408 1,401,501 117,065 8,144 6,163 268		2 55 5 - - -		- 1,505,704 119,726 7,758 - 268
								23,635 1,009,679		71,617
									40	1,102,628
								982,244	38	1,032,244
								276,981	11	291,152
								312,216 24,911 (4,619)	12 1 -	299,226 18,643 157,242
		1,575,549		62		1,633,456
								332,508	13	475,111
								(52,241)	(2) 60	(6,269)
								1,539,492 $ 2,549,171		1,792,238
									100	2,894,866

Total assets $ 2,549,171 100 2,894,866 100

See accompanying notes to the parent company only financial reports.

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(English Translation of Financial Report Originally Issued in Chinese) POWERTECH INDUSTRIAL CO., LTD.

Statements of Comprehensive Income

For the years ended December 31,2017 and 2016

(expressed in thousands of New Taiwan dollars)

2017	% 100 89	2016	% 100 90
Amount $ 2,893,082 2,562,938		Amount 2,950,922 2,641,662
330,144	11	309,260	10
66,521 96,315 109,652	2 3 4	62,244 104,188 110,077	2 3 4
272,488	9	276,509	9
57,656	2	32,751	1
3,314 16,980 (542) (65,156)	- - - (2)	1,566 42,557 (3) 65,747	- 2 - 2
(45,404)	(2)	109,867	4
12,252 9,887	- -	142,618 12,715	5 -
2,365	-	129,903	5
(1.433) -	- -	41 -	- -
(1,433)	-	41	-
(45,283) (689) -	(2) - -	(82,356) (47) -	(3) - -
(45,972)	(2)	(82,403)	(3)

See accompanying notes to the parent company only financial reports

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8300 Other comprehensive income,net 8500 Comprehensive income Earnings per share 9750 Basic net income per share 9850 Diluted net income per share	(47,405) (2) (82,362) (3) $ (45,040) (2) 47,541 2
	$ 0.02 1.22
	$ 0.02 1.21

See accompanying notes to the parent company only financial reports

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POWERTECH INDUSTRIAL CO., LTD

Statements of Changes in Equity

For the years ended December 31,2017 and 2016 (Expressed in Thousand of New Taiwan Dollars)

Common Share	Capital Surplus		Retained	Earnings	Earnings			Financial Statement Translation Differences for Foreign Operations 76,134	Treasury Stock
		Legal Reserve	Special Reserve	Unappropri -ated Retained Earnings		Toal
$ 1,091,164	315,964	298,290	18,643			355,989			(15,387)
				39,056
- -	- -	- -	- -	129,903 41		129,903 41		- (82,403)	- -
-	-	-	-	129,944		129,944		(82,403)	-
- - - (58,920)	- - - (24,812)	936 - - -	- - - -	(936) (10,822) - -		- (10,822) - -		- - - -	- - (68,345) 83,732
1,032,244 - -	291,152 - -	299,226 - -	18,643 - -	157,242 2,365 (1,433)		475,111 2,365 (1,433)		(6,269) - (45,972)	- - -
-	-	-	-	932		932		(45,972)	-
- - - - (50,000)	- - - - (14,171)	12,990 - - - -	- 6,268 - - -	(12,990) (6,268) (117,869) - (25,666) (4,619)		- (1,7,869) - (25,666) 332,508		- - - -	- - (89,837) 89,837
$ 982,244	276,981	312,216	24,911		(4,619)		332,508	(52,241)	-

Note 1: Directors’ and supervisors’ remuneration amounting to $0 and employee bonuses amounting to $88 were recognized in the 2017 statement of comprehensive income. Note 2: Directors’ and suprevisors’ remuneration amounting to $2,000 and employee bonuses amounting to $10,000 were recognized in the 2016 statement of comprehensive income.

( See accompanying notes to the consolidated financial statements )

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(English Translation of Financial Report Originally Issued in Chinese)

POWERTECH INDUSTRIAL CO., LTD

Statements of Cash Flows

For the year ended December 31, 2017 and 2016

(Expressed in Thousands of New Taiwan Dollars)

Statements of Cash Flows For the year ended December 31, 2017and 2016 (Expressed in Thousands of New Taiwan Dollars)
Cash flows from operating activities： Net income before tax Adjustments： Adjustments to reconcile profit and loss Depreciation Reversal of doubtful accounts Financial assets evaluation benefits Interest expenses Interest income Share of profit of subsidiaries, associates and joint ventures accounted for using equity method Loss of financial assets Unrealized loss of sales Total adjustments to reconcile profit and loss Changes in operating assets and liabilities： Changes in operating assets： Notes receivable Accounts receivable Accounts receivable-related parties Other receivables Inventories Prepayments Other current assets Total changes in operating assets ,net Net changes in operating liabilities： Financial liabilities held for trading Accounts payable Account payable to related parties Other payables Other payables to related parties Provisions Advance receipts Other current liabilities Accrued pension liabilities Total changes in operating liabilities,net Total changes in operating assets and liabilities ,net Total adjustments Cash provided by (used in)operating activities Interest received Interest paid Income tax paid and received Net cash provided by (used in) operating activites Cash flows from investing activities： Financial asset or financial liability at fair value through profit or loss Obtain financial assets measured by cost Obtain investment measured by equity method Proceeds from disposal of property,plant and equipment Decrease in prepayments for equipment Net cash used in investing actitivities Cash flows from financing activities： Increase in deposits received Cash dividends paid Payments to acquire treasury shares Net cash provided by (used in) financing activities Increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year	2017 $ 12,252 8,205 1,175 (9,489) 542 (2,565) 65,156 9,489 (1,744) 70,769 4,820 (59,878) (12) 5,605 (201) (3,997) -	2016 142,618 9,757 (1,776) 3 (1,566) (65,747) (2,464) (61,793) 3,292 (29,478) - (7,969) (146) (989) 1,126

	(53,663)	(34,164)
	- (10,264) (7,612) (14,329) (158) (347) (3,992) (2,471) (1,327)	(8) (2,013) 236,406 27,145 (3,685) (592) (9,617) 9,925 (4,154)
	(40,500)	253,407
	(94,163)	219,243
	(23,394)	157,450
	(11,142) 2,620 (542) (14,677)	300,068 1,476 (3) (922)
	(23,741)	300,619
	(8,373) (51,897) (52,900) (5,463) (6,244)	- - (9,723) (4,285) 1,704
	(124,877)	(12,304)
	(369) (117,869) (89,837)	- (10,822) (68,345)
	(208,075)	(79,167)
	(356,693) 477,660	209,148 268,512
	$ 120,967	477,660

(See accompanying notes to the consolidated financial statements)

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(English Translation of Financial Report Originally Issued in Chinese) POWERTECH INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2017 and 2016

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2017	December 31,2017	December 31, 2016 Amount ％ 483,530 18 154,148 6 30,186 1 382 - 62,258 3 68,689 3
Amount ％ $ 705,350 31 20,931 1 1,182 - 821,807 36 8,681 - - - 257,995 11 107,954 5 603 - 4,227 1	Amount ％ 436,160 19 131,141 6 22,595 1 35 - 44,300 2 71,683 3
	705,914 31	799,193 31
	23,635 1 - -	23,529 1 369 -
1,928,730 85	23,635 1	23,898 1
42,408 2 8,008 - 241,079 11 8,144 - 32,784 2 756 - 7,132 -	729,549 32	823,091 32
	982,244 43	1,032,244 39
	276,981 12	291,152 11
	312,216 14 24,911 1 (4,619) -	299,226 11 18,643 1 157,242 6
340,311 15	332,508 15	475,111 18
	(52,241) (2)	(6,269) -
	1,539,492 68	1,792,238 68
	$ 2,269,041 100	2,615,329 100

Total assets

$ 2,269,041 100 2,615,329 100

(See accompanying notes to the consolidated financial statements)

- 26 -

(English Translation of Financial Report Originally Issued in Chinese) POWERTECH INDUSTRIAL CO.,LTD.AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31,2017 and 2016 (Expressed in Thousands of New Taiwan Dollars

2017	％ 100 84	2016	％ 100 81 19 4 6 5 15 4 - 1 - - 1 5 1 4
Amount $ 2,858,629 2,390,190		Amount 2,893,975 2,344,512
468,439	16	549,463
107,943 161,312 146,292	4 6 5	108,456 179,088 158,092
415,547	15	445,636
52,892	1	103,827
9,344 (45,869) (542) (1,673)	- (2) - -	7,357 34,096 (3) (206)
(38,740)	(2)	41,244
14,152 11,787	(1) -	145,071 15.168
2,365	(1)	129,903
(1,433) -	- -	41 -	- -
(1,433)	-	41	-
(45,283) (689) -	(2) - -	(82,356) (47) -	(3) - -
(45,972)	(2)	(82,403)	(3)

(See accompanying notes to the parent company only financial reports)

- 27 -

Other comprehensive income, net 8500 Comprehensive income 9750 Basic net income per share 9850 Diluted net income per share	(47,405) (2) (82,362) (3)
	$ (45,040) (3) 47,541 1
	$ 0.02 1.22 $ 0.02 1.21

(See accompanying notes to the parent company only financial reports)

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(English Translation of Financial Report Originally Issued in Chinese) POWERTECH INDUSTRIAL CO.,LTD.AND SUBSIDIARIES

Consolidated Statements of Changes in Equity For the years ended December 31, 2017 and 2016 (Expressed in Thousands of New Taiwan Dollars)

Unit: in thousand NT

Equity Attributable to Shareholders of the parent

Capital	Capital Surplus		Retained	Earnings	Total	Financial Statement Translation Differences for Foreign Operations	Treasury Stock	Total Equity
Common Share		Legal Reserve	Special Reserve	Unappropriate d Retaied Earnings
$ 1,091,164	315,964	298,290	18,643		355,989			1,823,864 129,903 (82,362) 47,541 - (10,822) (68,345) - 1,792,238 2,365 (47,405) (45,040) - - (117,869) (89,837) - 1,539,492
							(15,387)
				39,056 129,903 41 129,944 (936) (10,822) - - 157,242 2,365 (1,433) 932 (12,990) (6,268) (117,869) - (25,666) (4,619)		76,134
- -	- -	- -	- -		129,903 41 129,944	- (82,403)	- -
-	-	-	-			(82,403)	-
- - - (58,920)	- - - (24,812)	936 - - -	- - - -		- (10,822) - - 475,111 2,365 (1,433)	- - - -	- - (68,345) 83,732
1,032,244 - -	291,152 - -	299,226 - -	18,643 - -			(6,269) - (45,972)	- - -
-	-	-	-		932 - - (117,869) - (25,666)	(45,972)	-
- - - - (50,000)	- - - - (14,171)	12,990 - - - -	- 6,268 - - -			- - - - -	- - - (89,837) 89,837
$ 982,244	276,981	312,216	24,911		332,508	(52,241)	-

(See accompanying notes to the consolidated financial statements)

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(English Translation of Financial Report Originally Issued in Chinese) POWERTECH INDUSTRIAL CO.,LTD.AND SUBSIDIARIES

Consolidated Statementss of Cash Flows

For the years ended December 31,2017 and 2016

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities： Net income before tax Adjustments： Adjustments to reconcile profit and loss Depreciation Amortization Reversal of doubtful accounts Financial assets evaluation benefits Interest expenses Interest income Shares of affiliates and joint venture losses recognized using the equity method Loss(gain)on disposal of property,plant and equipment Loss of financial assets Total adjustments to reconcile profit and loss Changes in operating assets and liabilities： Net changes in operating assets： Financial assets (increased) decrease measured by fair value through profit or loss Notes receivable Accounts receivable Other receivalbes Inventories Prepayments Other current assets Total changes in operating assets ,net Net changes in operating liabilities： Financial liabilities held for trading Accounts payable Other payables Provisions Advance receipts Other current liabilities Accrued pension liabilities Total changes in operating liabilities, net Total changes in operating liabilities, net Total adjustments Cash provided by (used in) operating activities Interest received Interest paid Income tax paid and received Net cash provided by (used in) operating activities Cash flows from investing activities： Financial Assets at Fair Value through Profit or Loss Financial Assets Carried at Cost Proceeds from Investment for using Equity Method Proceeds from disposal of property,plantand equipment Disposal of property, plantand equipment Decrease (increase)in refundable deposits Increase in other financial assets Increase in prepayments for equipment Net cash used in investing activities Cash flow from financing activities： Increase in deposits received Cash dividends paid Payments to acquire treasury shares Net cash provided by (used in) financing activities	2017 $ 14,152 69,282 3,920 2,297 (9,489) 542 (8,595) 1,673 133 9,489	2016 145,071 85,358 3,286 (1,958) - 3 (7,357) 206 576 -
	69,252	80,114
	(3,069) 4,820 (67,871) 7,740 80,234 (16,034) 3,308	- 9,317 (41,785) 1,231 (15,956) 1,187 3,427
	9,128	(42,579)
	- (47,370) (23,006) (347) (17,958) 2,994 (1,327)	(8) 75,261 16,923 (592) (17,869) (9,775) (4,154)
	(87,014)	59,786
	(77,886)	17,207
	(8,634)	97,321
	5,518 8,268 (542) (17,752)	242,392 7,679 (3) (3,152)
	(4,508)	246,916
	(8,373) (51,897) (900) (62,045) 134 123 (7,932) 17,757	- - (9,723) (10,414) 6,556 (204) (3,012) (18,061)
	(113,133)	(34,858)
	(369) (117,869) (89,837)	- (10,822) (68,345)
	(208,075)	(79,167)

(See accompanying notes to the consolidated financial statements)

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Effect of exchange rate changes on cash and cash equivalents Increase(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

	(44,032)	(70,734)
	(369,748)	62,157
	1,075,098	1,012,941
$	705,350	1,075,098

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Attachment 5

Comparison Table Before and After Amendment to “Articles of Incorpoartion”

		After amendment	Before amendment	Reason
Article 6		The scope of business of the Company is as follows: 1. CC01020 wire and cable manufacturing industry 2. CC01030 electrical and audio-visual electronics manufacturing industry 3. CC01110 computer and its peripheral equipment manufacturing industry 4. CC01060 wired communications machinery and equipment manufacturing industry 5. CC01070 wireless communications machinery and equipment manufacturing industry 6. CC01080 electronic components manufacturing industry 7. CC01990 other electrical and electronic machinery and equipment manufacturing industry 8. F401010 international trade industry 9. F401021 telecommunications control RF equipment input industry 10. CE01021 Weighing apparatus Manufacturer 11.F401181 Weighing apparatus importer 12.JA02051 Weighing apparatus repairer 13. ZZ99999 In addition to the permitted business, the business is not prohibited or restricted business	The scope of business of the Company is as follows: 1. CC01020 wire and cable manufacturing industry 2. CC01030 electrical and audio-visual electronics manufacturing industry 3. CC01110 computer and its peripheral equipment manufacturing industry 4. CC01060 wired communications machinery and equipment manufacturing industry 5. CC01070 wireless communications machinery and equipment manufacturing industry 6. CC01080 electronic components manufacturing industry 7. CC01990 other electrical and electronic machinery and equipment manufacturing industry 8. F401010 international trade industry 9. F401021 telecommunications control RF equipment input industry 10. ZZ99999 In addition to the permitted business, the business is not prohibited or restricted business	Expanding the scope of business
		13. ZZ99999

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Article 25		These Articles of Incorportion were prescribed by the promoters on November 9, 2000. The 1stamendment was made on February 4, 2002; The 2ndamendment was made on October 25, 2002; The 3rdamendment was made on December 5, 2002; The 4thamendment was made on June 20, 2003; The 5thamendment was made on June 18, 2004; The 6thamendment was made on June 23, 2005; The 7thamendment was made on June 23, 2005; The 8thamendment was made on June 14, 2006; The 9thamendment was made on June 15, 2007; The 10thamendment was made on June 13, 2008; The 11thamendment was made on May 26, 2010; The 12thamendment was made on May 30, 2011; The 13thamendment was made on June 18, 2012; The 14thamendment was made on June 28, 2013; The 15thamendment was made on June 7, 2016; The 16th amendment was made on June 14, 2018	These Articles of Incorportion were prescribed by the promoters on November 9, 2000. The 1stamendment was made on February 4, 2002; The 2ndamendment was made on October 25, 2002; The 3rdamendment was made on December 5, 2002; The 4thamendment was made on June 20, 2003; The 5thamendment was made on June 18, 2004; The 6thamendment was made on June 23, 2005; The 7thamendment was made on June 23, 2005; The 8thamendment was made on June 14, 2006; The 9thamendment was made on June 15, 2007; The 10thamendment was made on June 13, 2008; The 11thamendment was made on May 26, 2010; The 12thamendment was made on May 30, 2011; The 13thamendment was made on June 18, 2012; The 14thamendment was made on June 28, 2013; The 15thamendment was made on June 7, 2016;	Revised date。

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Appendix 1

Article of Incorporation of Powertech Industrial Co.,Ltd (Before)

CHAPTER 1 GENERAL PROVISIONS

Article 1

The Company is organized under the Company Law and shall be named POWERTECH INDUSTRIAL CO., LTD.

Article 2

The scope of business of the Company is as follows:

CC01020 wire and cable manufacturing industry
CC01030 electrical and audio-visual electronics manufacturing industry
CC01110 computer and its peripheral equipment manufacturing industry
CC01060 wired communications machinery and equipment manufacturing industry
CC01070 wireless communications machinery and equipment manufacturing industry
CC01080 electronic components manufacturing industry
CC01990 other electrical and electronic machinery and equipment manufacturing industry
F401010 international trade industry
F401021 telecommunications control RF equipment input industry
ZZ99999 In addition to the permitted business, the business is not prohibited or restricted business

Article 3

The Company shall set up a branch office in Zhonghe District of Xinbei City and, if necessary, set up branch offices at home and abroad upon the resolution of the Board of Directors. Article 4

The announcement method of the Company shall be handled in accordance with the provisions of Article 28 of the Company Law.

Article 4-1

The Company shall treat the Company as a result of the need for outward investment and shall be determined by the board of directors of the Company as a limited liability shareholder, and the total amount of its investment shall not be limited by the amount of the investment amount stipulated in Article 13 of the Company Law.

Article 4-2

The Company is required to obtain external guarantees in respect of its business.

CHAPTER 2 SHARES

Article 5

The capital of the Company is set at NT $ 100 million, divided into one hundred million Wuqian shares, all of which are ordinary shares, and NTD1 per share, which is not issued shares, and the board of directors is authorized to issue the shares.

The total amount of capital in the previous paragraph, to retain one thousand Wu Bai million shares for employee stock certificate, with equity corporate bonds, special shares issued by the exercise of stock options.

In the event that the Company issues the employee stock option certificate at a price lower than the issue price of the issue date, it shall be issued after the special resolution of the shareholders' meeting.

Article 5-1

The Company shall repurchase the shares of the Company in accordance with Paragraph 1 of Paragraph 1 of Article 28 bis of the Securities Exchange Act and shall, after the transfer of

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the average price of the actual purchase shares and the employee, The shareholders will attend the majority of the shareholders who have issued the total number of shares and attend the shareholders' voting right by more than two thirds of the voting rights. Article 6

The shares of the Company are generally named after the signature or seal of the three directors and issued by the competent authority or their designated issuer's visa. After the Company's public offering of shares, it is exempt from printing stock. The shares to be issued in the preceding paragraph shall be registered or kept by the centralized custodian of the securities and shall be subject to the request of the centralized securities custody institution to merge the denomination of the denominated securities. Article 7

The registration of shares shall not be made within five days before the shareholders' meeting within the first 60 days of the shareholders' meeting, within 30 days before the shareholders' temporary meeting, or within five days before the date on which the company decides to distribute dividends and dividends or other interests.

Article 7-1

The handling of the shares of the Company shall be handled by the "Guidelines on Shareholding of Public Offering Companies" promulgated by the Competent Authority.

CHAPTER 3 SHAREHOLDERS’MEETING

Article 8

The ordinary meeting of the shareholders' meeting and the temporary meeting shall be convened at least once every year and shall be held within six months after the end of each accounting year. Will be convened in accordance with the relevant laws and regulations when necessary.

The convening of the shareholders 'meeting shall be convened 30 days before the meeting. The convening of the shareholders' temporary meeting shall notify the shareholders in writing or electronically on the date, place and proposal of the meeting 15 days before the meeting. But for less than a thousand shareholders, can be announced by way of it. Article 8-1

Shareholders who hold more than one percent of the shares of the Company at the time of the ordinary meeting of the shareholders are required to submit the shareholders' general meeting in writing to the Company. However, if one of the proposals is more than one proposal, they shall not be included in the proposal. Operations are in accordance with the company law and related regulations.

Article 9

When a shareholder fails to attend the shareholders' meeting for any reason, he / she shall be entrusted with the entrusted agent of the power of attorney issued by the company. In accordance with the provisions of Article 177 of the Company Law, the shareholders of the Company shall, in accordance with the provisions of the Rules on the Use of Power of Attorney in the Shareholders' Meeting issued by the Competent Authority. Article 10

The shareholders of the Company shall have a voting right in each share, except that the Act otherwise provides that the shares have no voting right. Article 11

The resolution of the shareholders' meeting shall, except as otherwise provided in the relevant laws and regulations, represent the shareholders who represent more than half of the total number of shares to be issued in person or by proxy in order to attend the majority of the voting rights of the shareholders. At the time of voting, if the chairman is consulted without objection, it shall be deemed to have passed the same effect as the vote. But the following circumstances shall have the right to vote shall have the total number of issued shares of two-thirds of the shareholders of the person or agent to attend, to attend the shareholders of the voting right of more than half of the agreement.

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Purchase or merge other enterprises at home and abroad.
Dissolution or liquidation, division.

Article 11-1

If the Company revokes the public offering in future, it shall be referred to the resolution of the shareholders' meeting and shall not change the provisions during the listing period. Article 12

The shareholders' meeting shall be convened by the board of directors and shall be the chairman of the board of directors. When the chairman of the board of directors is absent, the chairman of the board of directors shall appoint one of the directors to act as a proxy, and if the other party is not designated, the chairman shall be elected by the director; The chairman of the convenor of the convenor, the convenor of more than two should be pushed each other as a person. Article 13

The resolution of the shareholders' meeting shall be made by the chairman of the shareholders' meeting or sealed by the chairman of the shareholders' meeting and shall be circulated in writing or electronically to the shareholders within 20 days after the meeting. The distribution of the aforesaid proceedings shall be Notice of the way.

CHAPTER 4 DIRECTORS AND SUPERVISORS

Article 14

The Company has five to nine directors and three supervisors. The independent directors shall not be less than two, and shall not be less than one fifth of the directors' seats. By the shareholders of the ability to have the ability of the person elected for a term of three years, even reelected. The total number of directors and supervisors of its total holdings, according to the provisions of the securities regulatory authorities. Article 14-1

Missing one of the directors or supervisors amounted to one-third of all dismissed, the Board of Directors shall convene an extraordinary session of shareholders within 60 days of the election, his term of office in order to make up for the duration of their former limit. Article 14-2

The election of independent directors of the Company shall be based on the candidate nomination system. The provisions on the nomination system are governed by the provisions of Article 192 of the Company Law.

Article 15

The board of directors of the board of directors shall be represented by more than two-thirds of the directors and one or more of the directors attending the meeting. If the chairman of the board of directors fails to exercise his or her duties, the agent shall handle the matter in accordance with the provisions of Article 208 of the Company Law. Article 16

The board of directors shall be presided over by the chairman of the board of directors of the Company. If the chairman of the board of directors fails to exercise his or her duties, the agent shall handle the matter in accordance with the provisions of Article 208 of the Company Law. Article 16-1

The board of directors shall convene once a quarter and shall convene the matter to inform the directors and supervisors seven days ago; but there shall be summoned at any time in case of emergency. The board of directors convenes a notice in writing, fax, e-mail (E-mail) and so on.

Article 17

The directors may, in writing, authorize representatives of other directors to attend the board of directors, but shall issue a power of attorney every time, indicating the scope of authorization 1 and subject to the entrustment of one person.

Article 18

The resolutions of the board of directors shall, except as otherwise provided in the Company

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Law, be attended by more than half of the directors and attend the majority of the directors' consent.

Article 19

The proceedings of the board of directors shall be made by the chairman of the meeting or sealed by the chairman of the meeting and shall be distributed to the directors within 20 days after the meeting.

Article 19-1

The matters relating to the board of directors of the Company and other related matters shall be handled in accordance with the Rules of Procedure of the Board of Directors of the Company.

Article 20

The remuneration of the directors and supervisors shall authorize the board of directors to pay the value of the operation and the contribution of the Company in accordance with the general level of the same industry. The Company shall, within the term of office of the directors and supervisors, purchase liability insurance in respect of its business scope, liability in accordance with the law.

CHAPTER 5 MANAGERS

Article 21

The Company shall set up a manager whose appointment, dismissal and remuneration shall be handled in accordance with Article 29 of the Company Law.

CHAPTER 6 ACCOUNTING

Article 22

At the end of each accounting year, the board of directors shall prepare the following list and submit the inspection to the supervisor at the meeting of the shareholders' meeting 30 days before submitting the request to the shareholders for approval.

The business report
The financial statements
The distribution of surplus or loss of the motion.

Article 23

In the case of profit for the year (the so-called profit shall be deducted from the distribution of the employee's remuneration and the benefit of the supervisor), 2%~15% shall be paid for the employees and not more than 3% for the directors of remuneration. However, if the Company has accumulated losses (including the adjustment of undistributed surplus amount), the amount should be retained in advance.

The employees of the preceding paragraph may be paid in the form of shares or cash, and the object of payment shall include the employees of the subsidiary who meet the conditions set by the board of directors. The preceding directors are only allowed to do so. The first two items should be resolved by the board of directors and report to the shareholders' meeting.

Article 23-1

In the event of the after-tax net profit of the Company for the current year, the accumulative loss shall be made up (including the adjustment of the undistributed surplus amount), and 10% shall be allocated as the legal surplus reserve; but the legal surplus reserve The cumulative amount of the Company has paid the total amount of paid-in capital. To allocate or rotate the special surplus reserve in accordance with the law or the competent authority. The subsequent earnings, together with the unallocated earnings at the beginning of the period (including the adjustment of the undistributed surplus amount), the shareholders' proposed dividend distribution is proposed by the board of directors.

The dividend policy of the Company mainly considers the future development of the Company and the demand for funds. For the purpose of future financial needs and long-term

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financial planning, the cash dividend shall not be less than 20% of the total dividend.

CHAPTER 7 SUPPLEMENTAL PROVISIONS

Article 24

If the articles of association do not, the relevant laws and regulations shall be handled in accordance with the provisions of the Company Law and the relevant laws and regulations. The Articles of Incorporation or amendments are made after approval by the Competent Authority. Article 25

These Articles of Incorportion were prescribed by the promoters on November 9, 2000. The 1[st] amendment was made on February 4, 2002; The 2[nd] amendment was made on October 25, 2002; The 3[rd] amendment was made on December 5, 2002; The 4[th] amendment was made on June 20, 2003; The 5[th] amendment was made on June 18, 2004; The 6[th] amendment was made on June 23, 2005; The 7[th] amendment was made on June 23, 2005; The 8[th] amendment was made on June 14, 2006; The 9[th] amendment was made on June 15, 2007; The 10[th] amendment was made on June 13, 2008; The 11[th] amendment was made on May 26, 2010; The 12[th] amendment was made on May 30, 2011; The 13[th] amendment was made on June 18, 2012; The 14[th] amendment was made on June 28, 2013; The 15[th] amendment was made on June 7, 2016;

POWERTECH INDUSTRIAL CO.,LTD.

CHAIRMAN& PRESIDENT

JONIE CHOU

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APPENDIX 2 Rules of Procedures for Shareholders Meeting of POWERTECH INDUSTRIAL CO.,LTD.

Passed by the General Shareholders Meeting on June 14, 2017

In addition to the provisions of the laws and regulations of the Company, the shareholders' meeting of the Company shall be handled in accordance with these Standards.
The shareholders referred to in these Rules shall mean the representatives or agents entrusted by the shareholders themselves and the shareholders.
The Company shall convene a shareholders 'meeting and may exercise its voting rights in writing or electronically; its exercise shall be set out in the notice convened by the shareholders' meeting. The company has to set up a signature card for attendance by the shareholders, or by the shareholders to pay the attendance card to sign on behalf of the card. The number of shares to be attended by the attendance card or the attendance card. In addition to the provisions of Article 179 of the Company, the attendance and voting of the shareholders' meeting shall be based on the shares.
The place where the shareholders 'meeting will be held shall be at the place where the Company is located or facilitated by the shareholders and suitable for the convening of the shareholders' meeting; the meeting shall not be earlier than 9 am or later than 3 pm.
If the chairman of the board of directors is appointed by the chairman of the board of directors, the chairman of the board of directors shall be represented by the chairman of the board of directors, or if the chairman of the board of directors fails to exercise his or her duties, he shall be represented by the deputy chairman or vice chairman or vice chairman of the board of directors. The chairman of the board of directors appointed by the chairman of the agent; its no executive director, designated director of a proxy, the chairman did not specify the agent, by the executive director or director of each other.
If the shareholders are convened by the convenor other than the board of directors, the chairman of the board of directors shall be appointed by the convenor.
After the meeting has been adjourned, the shareholders shall not continue to hold the meeting at the original site or another place. However, if the chairman violates the rules of procedure, he announces that the meeting will be elected by a majority of the shareholders to attend the meeting.
The company shall keep the whole process of recording or recording of the meeting of the shareholders' meeting and keep it for at least one year.
The company may appoint an appointed lawyer, accountant or related person to attend the shareholders' meeting.
The management staff of the shareholders' meeting shall wear a recognition certificate or armband.
If the chairman of the meeting has not been represented by a majority of the total number of shares to be issued, the chairman may declare a postponement of the meeting. The

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delay shall be limited to two times, and the delay shall not exceed one hour. If there is less than one third of the total number of issued shares, the shareholders may attend the meeting.

If the number of shares to be represented is less than half of the total number of issued shares before the meeting is not completed, the chairman shall resubmit the decision to resubmit the meeting in accordance with the provisions of the Company Law.

The meeting shall be made by the board of directors, and the meeting shall be conducted on the basis of the scheduled agenda and shall not be changed without the resolution of the shareholders' meeting.

If the shareholders are convened by the convenor other than the board of directors, the provisions of the preceding paragraph shall be used.

Agenda 2 Before the proceedings (including provisional motion) are not terminated, the President shall not adjourn the meeting by resolution.

Before attending a statement, the applicant must first fill in the statement to specify the purpose of the statement, the number of members and the name of the board, by the chairman to specify the order of their speeches.
Attendance of the shareholders only to speak but not speakers, as not speak. The content of the statement and the statement of the statement does not match, to speak content shall prevail.

At the time of the presentation of the shareholders, the other shareholders shall not speak in any way except with the consent of the chairman and the shareholders of the statement, and the chairman of the violation shall cease.

The same motion shall not be repeated by the Chairman, and shall not exceed two times, not more than five minutes. If the shareholder speaks in violation of the preceding paragraph or exceeds the scope of the question, the chairman shall stop his speech.

Any legal entity designated as proxy by a shareholder(s) to be present at the shareholders meeting may appoint only one representative to attend such meeting.

If a corporate shareholder who designated two or more representatives to represent may speak on any one discussion item.

After the presentation of the shareholders, the chairman has personally or designated the relevant personnel to reply.
The bill of directors of the motion and the counting of votes, designated by the chairman, but the prisoners should have a shareholder status. The result of the vote shall be reported on the spot and made into record.
The meeting is in progress and the chairman has the time to declare his rest. If a meeting fails to end, the Assembly will be resolved by resolution within five days and free from the notice and announcement.
The resolution of the resolution shall be approved by the majority of the shareholders' voting rights in addition to the provisions of the Company Law and the Articles of Association.

Vote on the motion:

a. When the Chairman is consulted and all the participants are not dissenting, they shall be

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deemed to have passed the same objection without the objection.

b. The same is true of the votes cast against the motion and the remainder of the objection is the same as the vote.
c. In the case of an amendment or an alternative to the same motion, the Chairman shall, in the same order as the original proposal. If the other case has been passed, the other motions shall be deemed to have been vetoed.
The chairman has commanded the captain (or security officer) to assist in maintaining the order of the venue. When the captain (or the security officer) is present to assist in maintaining the order, the mark of the "picker" should be worn.
The Rules shall be implemented after the adoption of the Shareholders' Meeting.

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Appendix 3 Shareholding of Directors and Supervisors

POWERTECH INDUSTRIAL CO.,LTD.

Shareholding of Directors and Supervisors

Book closure date: April 15, 2018

Position	Name	Date elected	Shareholding while elected	Shareholding while elected	Current shareholding	Current shareholding
			Shares	Shareholding ratio％	Shares	Shareholdin g ratio%
Chairman	Jonie Chou	6.7, 2016	7,817,617	7.22	7,749,035	7.89
Director	Michael Tian-Shyug Lee		1,336,458	1.23	1,336,458	1.36
Director	George Lee		1,378,655	1.27	1,378,655	1.40
Director	Jennifer Lai		283,141	0.26	283,141	0.29
Independent Director	Chun-Chi Yang		0	0	0	0
Independent Director	Tsung-Pei Lee		0	0	0	0
Total Shares of Directors			10,815,871	9.99	10,747,289	10.94
Supervisor	Chin-Yang Chen	6.7 ,2016	1,576,559	1.46	1,675,559	1.71
Supervisor	Shin-Rong Shiah-Hou		0	0	0	0
Supervisor	Jun-Yu Huang		201,000	0.19	201,000	0.20
Total Shares of Supervisors			1,777,559	1.64	1,876,559	1.91

Note 1. Total issued shares: 98,224,450 shares on Apr. 15, 2018 Note 2. All of these are common stock

Note 3. The minimum required total shareholding of all directors by law: 8,000,000 shares The total shareholding of all directors on the book closure date: 10,747,289 shares

Note 4: The minimum required total shareholding of all supervisors by law: 800,000 shares The total shareholding of all supervisors on the book closure date: 1,876,559 shares

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Appendix 4 The Execution of the Shares Repurchase Plans

	3rd	4th	5th	6th
Board of Directors Adoption Date：	2013/1/25	2015/7/27	2016/6/27	2017/1/23
Actual execution period：	2013/2/5 ~ 2013/3/27	2015/7/29 ~ 2015/9/25	2016/7/13 ~2016/8/26	2017/2/2 ~2017/3/6
Actually repurchase the number of shares：	892,000	3,000,000	5,000,000	5,000,000
Actually repurchase the total amount of shares：	NT$15,386,890	NT$45,354,173	NTD$68,345,029	NT$89,837,190
Average buyback priceper share：	NT$17.25	NT$15.12	NT$13.67	NT$17.97
Number of shares transferred：	0	0	0	0
Number of canceled shares：	892,000	3,000,000	5,000,000	5,000,000
Remarks：	Has been canceled	Has been canceled	Has been canceled	Has been canceled

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Appendix 5 Other

Acceptance of proposals submitted by Company Act, shareholder(s) holding one percent (1%) or more of the total number of outstanding shares of a company may propose to the company a proposal for discussion at a general shareholders’ meeting, provided that only one matter shall be allowed in each single proposal. The number of words of a proposal to be submitted by a shareholder shall be limited to not more than three hundred (300) words (including proposal, explanatory notes and punctuation marks), and any proposal containing more than 300 words shall not be included in the agenda of the shareholders’ meeting. The shareholder who has submitted a proposal shall attend, in person or by a proxy, the general shareholders’ meeting where at his proposal is to be discussed and shall take part in the discussion of such proposal.
The proposal accepting period of 2018 Annual General Shareholders Meeting is from April 3, 2018 to April 13, 2018.
No proposals are raised by shareholders during the said accepting period.

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AI assistant

POWERTECH — AGM Information 2018

52310_rns_2018-07-23_a122b19a-2b1d-48b2-b8b1-16c9dc359de0.pdf

POWERTECH INDUSTRIAL CO., LTD

2018 Annual General Shareholders’ Meeting Meeting Handbook

MEETING TIME: June 14, 2018 at 9:00 AM

Table of Contents

POWERTECH INDUSTRIAL CO., LTD.

2 018 Annual General Shareholders’ Meeting Procedure

4. Management Presentation

5. Recognition

6. Discussion

7. Questions and Motions

8. Adjournment

POWERTECH INDUSTRIAL CO., LTD 2018 Annual General Shareholders’ Meeting Agenda

II. Chairman to announce the commencement of meeting

Management Presentation

No. 1

Proposal:

No. 2

Proposed by the Board of Directors

Proposal:

Explanatory Notes:

No. 3

Proposed by the Board of Directors

Proposal:

Explanatory Notes:

No. 4

Proposed by the Board of Directors

Proposal:

Explanatory Notes:

Recognition

No. 1

Proposal:

Explanatory Notes:

Resolution:

No. 2

Proposed by the Board of Directors

Proposal:

Explanatory Notes:

Resolution

Discussion

No. 1

Proposal:

Explanatory Notes:

Resolution

Questions and Motions

Adjournment

Attachment 1 2017 Business Report

Operating Report of 2017

enhancement of competitiveness.

B. the result of the budget ：

Analysis of financial revenue and expenditure and profitability

research and development status

C. Operating principles:

The expected number of sales and its basis

Important production and marketing policies

The future development strategy of the company

By the external competitive environment, regulatory environment and the overall operating environment

Sincerely yours,

Chairman of the Board and CEO: Yi-Hsiung Chou

Attachment 2 Supervisors’ Review Report for the year 2017 Financial Statements

SUPERVISORS’ REVIEW REPORT

Attachment 3 The Report of investment in China of the year 2017

Unit : in thousand NT

POWERTECH INDUSTRIAL CO., LTD.

Balance Sheets

December 31,2017 and 2016

(expressed in thousands of New Taiwan dollars)

See accompanying notes to the parent company only financial reports.

(English Translation of Financial Report Originally Issued in Chinese) POWERTECH INDUSTRIAL CO., LTD.

Statements of Comprehensive Income

For the years ended December 31,2017 and 2016

(expressed in thousands of New Taiwan dollars)

See accompanying notes to the parent company only financial reports

See accompanying notes to the parent company only financial reports

POWERTECH INDUSTRIAL CO., LTD

Statements of Changes in Equity

For the years ended December 31,2017 and 2016 (Expressed in Thousand of New Taiwan Dollars)

(English Translation of Financial Report Originally Issued in Chinese)

POWERTECH AGM Information 2018