POWERTECH - AGM Information 2019 | FinancialReports.eu

Stock Code ： 3296

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POWERTECH INDUSTRIAL CO., LTD

2019 Annual General Shareholders’ Meeting Meeting Handbook

MEETING TIME: June 10, 2019 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 and Election...………………………………….	P12
	4. Questions and Motions …………………………………….	P17
III. Attachments
	1. 2018 Business Report……………………….........………..	P19
	2. Supervisors’ Review Report for the year 2018 Financial Statements………………………….……………………...	P23
	3. The report of Investment in China…………………………	P24
	4. Financial Statements for the year 2018	P25
	5. Comparison Table Before and After Amendment to “Procedures for Acquisiton or Disposal Assets”…………	P37
IV.Appendices
	1. Articles of Incorporation……………………………………	P40
	2. Procedures for Acquisition or Disposal Assets…………….	P45
	3. Rules of Procedure for Shareholders’Meeting ………..…..	P58
	4. Regulations for Election of Directors……………………...	P61
	5. Shareholding of Directors and Supersivors………………	P63
	6. Acceptance of proposals submitted by shareholders for this annual general shareholders’meeting……………………	P64

POWERTECH INDUSTRIAL CO., LTD.

2 019 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

Discussion and Election
Questions and Motions

8. Adjournment

POWERTECH INDUSTRIAL CO., LTD

2019 Annual General Shareholders’ Meeting Agenda

Time: 09:00 a.m. June 10 ,2018 (Monday)

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 2018
Supervisor Review Report for the year 2018 Financial Statements
Rewards to employees and board of directors in 2018
The report of Investment in China
V. Recognition
Adoption of the Proposal for Distribution of 2017 Profits.
Adoption of the 2018 Business Report and Financial Statements.
Adoption of the Proposal for Distribution of 2018 Profits.
VI. Discussion and Election
Approve the proposal of cash distribution from capital surplus
Approve the amendment to the “Procedures for Acquisition or Disposal of Assets”
Election of the 8[th] Term of Directors.
Approve the release of non-competition restrictions for Directors.

VII. Questions and Motions

VIII. Adjournment

Management Presentation

No. 1

Proposed by the Board of Directors

Proposal:

Report on Business of the year 2018 Explanatory Notes:

2018 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 2018 Financial Statements

Explanatory Notes:

The year 2018 financial statements have been audited by the Independent Auditors and the Independent Auditors’ Report was issued. In addition, 2018 Business Report have been reviewed and examined by Supervisors.
Supervisors’ Review Report for the year 2018 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 2018

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 2018, as approved by the Remuneration Committee and the Board of Directors, are NT$ 6,000,000 and NT$ 500,000, 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 2018 is attached hereto as Attachment 3.
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Recognition

No. 1

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 and the remeasurement of the welfare plan offsets retained earnings, no surplus is available for distribution.

Resolution:

No. 2

Proposed by the Board of Directors

Proposal:

Adoption of the 2018 Business Report and Financial Statements

Explanatory Notes:

The Company’s 2018 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 “2018 Business Report” and “2018 Financial Statements” are attached hereto as Attachments 1 and 4.

Resolution:

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No. 3

Proposed by the Board of Directors

Proposal:

Adoption of the Proposal for Distribution of 2018 Profits

Explanatory Notes:

The 2018 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 2018 available for distribution to shareholders as dividend and bonus is NT$ 99,160,245. Such amount is proposed to be distributed in the form of cash dividend. Each shareholder will be entitled to receive a cash dividend of NT$0.57

Resolution

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Discussion and Election

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No. 1

Proposed by the Board of Directors

Proposal:

To approve the proposal of cash distribution from capital surplus

Explanatory Notes:

In accordance with Article 241 of the Company Act, the Company proposes a cash distribution of NT$42,236,514 from capital surplus derived from the amount of the subscription price in excess of par value of common shares issued by the company.The cash is be distributed to the registered shareholder on the record date, and the cash distribution per share will be NT$0.43. Cash distribution from capital surplus shall be paid to each shareholder, rounded to the nearest NT dollar (truncate the numbers after decimal place).
After the resolutions adopted by the 2019 Annual General Meeting of Shareholders, it is proposed that the Chairman be authorized by the General Shareholders’ Meeting to determine the record date for the cash distribution from capital surplus.
However, if the number of outstanding shares is changed afterward due to the share buy-back or redemption by the Company, shares cancellation or other factors so that distribution ratio for the cash distribution from capital surplus must be adjusted accordingly, it is proposed that the Chairmanbe authorized by the General Shareholders’ Meeting to deal with this matter with full authority.

Resolution

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No. 2

Proposed by the Board of Directors

Proposal:

To approve the amendment to the “Procedures for Acquisition or Disposal of Assets”

Explanatory Notes:

Amendment to the Procedures for Acquisition of Disposal of Assets is proposed to be in line with the requirements of applicable laws and regulations.
The comparison Table Before and After Amendment to the Procedures for Acquisition or Disposal of Assets is attached hereto as Attachment 5.

Resolution

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No. 3

Proposed by the Board of Directors

Proposal:

Election of the 8[th] Term of Directors

Explanatory Notes:

The 8[th] term of office for Directors of the Company will expire on June 6, 2019. It shall be to undertake a reelection prior to expiry of their term of office. The 8[th] term of Directors will take office immediately after the reelection and the existing Directors shall be discharged in advance.
In accordance with the Articles of Incorporation of the Company and resolutions adopted by the Board of Directors, the Company should elect seven (7) Directors (including 3 Independent Directors) and three (3) supervisors. The tenure of each Director shall be three (3) years, commencing from June 10, 2019 and ending on June 9, 2022.
According to applicable laws and the Articles of Incorporation of the Company, acandidate nomination systermhas been adopted by the Company for the Independent Director election. The resume ot the Independent Director candidate is attached hereto as attachment 6.

Resolution

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No. 4

Proposed by the Board of Directors

Proposal:

To approve the release of non-competition restrictions for Directors

Explanatory Notes:

As certain Directors of the Company may invest in or operate a business which is identical or similar to the business scope of the Company, without prejudice to any interest of Powertech, it is proposed to approve the release of non-competition restrictions for these Directors in accordance with Article 209

Resolution

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Questions and Motions

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Adjournment

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Attachment 1 2018 Business Report

Operating Report of 2018

A. The implementation of business plans

Unit: in thousand NTD

Item	2018	2018	2017	2017	Increase/decrease	Increase/decrease
	NT	`％`	NT	`％`	NT	`％`
OperatingIncome	3,140,740	100.00%	2,858,629	100.00%	282,111	9.87%
OperatingMargin	475,019	15.12%	468,439	16.39%	6,580	1.40%
OperatingInterest	62,347	1.99%	52,892	1.85%	9,455	17.88%
Pre-tax netprofit	110,786	3.53%	14,152	0.50%	96,634	682.83%
After-taxprofit	99,160	3.16%	2,365	0.08%	96,795	4092.81%

Source: KPMG audited Financial Statements of 2018

In fiscal 2018, the consolidated operating income was $ 3,140,740 (thousand NT), representing a increase of $ 282,111 (thousand NT) or 9.87% for 2017. The consolidated operating margin for the year was $ 475,019 (thousand NT), up by $ 6,580 (thousand NT) or 1.40% over year of 2017. The After –tax profit of year 2018 was 99,160 (thousand NT) ,a increase of 96,795 (thousand NT), a increase of 4092.81% for year 2017.

In the 2018, the overall turmoil in the global economy has changed dramatically. After a period of ups and downs, the global economic growth has turned from steady to weak. The deep-impact factors of the overall economic crisis have not yet been eliminated, and protectionism has returned to the global economy. On the one hand, the world economy has not continued the rapid growth of the past. From the simultaneous recovery of the United States and Europe to the region, the growth rate of major economies is approaching the peak, and some emerging market countries have experienced financial turmoil. On the other hand, the United States has launched several trade disputes globally for photovoltaic, steel, aluminum, and automobiles. The rise of global populism and geopolitical conflicts have caused great disruption to economic operations. Under the influence of global trade friction, the Fed tightening monetary policy, the appreciation of the US dollar, and the tightening of global dollar liquidity, the balance of global economic expansion began to decline. From the perspective of economic growth, only the US economy in the developed countries is “out of the box”, the euro zone economy is weak, and in the emerging economies, Asia maintains high growth, while growth in other regions slows down; from the perspective of financial market performance, The developed countries are generally stable, although the volatility has risen but still below historical levels, emerging economies have risks such as currency depreciation, capital outflows, stock market declines, and rising debt repayment pressure. Among the various impact factors, the trade war between the United States and China has had a major impact on the Company, affecting the relevant market layout and strategy of the Company. In such a difficult and prosperous environment, the company is striving for cost optimization and establishing a competitive market. Niche and new products have gained favor in the market, resulting in 2018 overall operating performance growth compared to year of 2017.

Looking forward to the 2019, observing the recent international economic situation, updated data released by international forecasting institutions such as the World Bank, Global Insight and the International Monetary Fund show that global international trade and manufacturing activities have slowed down in 2019, and the trade situation continues to be tense. Some large emerging market countries have clearly felt financial pressure. The trade war, the slowdown of the Chinese economy, and the risk of Brexit in the UK have led to a slowdown in global trade activity and a drag on manufacturing, which is the main reason for

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the decline in the global outlook. Although it is widely believed in the global market that 2019 is a conservative and prudent year, the company will continue to actively introduce new products and open up new markets under the unpredictable factors. The company will continue to actively engage in production and sales integration. Strengthening competitiveness. The business side, in line with changes in the external industrial environment, develop competitive strategies and actively develop new products, new customers and new application markets. In the R&D area, in response to energy conservation and carbon reduction requirements, a dedicated energy management unit was established to accelerate the development of related products. In terms of services, in line with customer needs, provide better quality and delivery, and raise the threshold for competition. In terms of social responsibility, in line with the market demand for green environmental protection, energy conservation and carbon reduction and carbon footprint verification, we plan a series of energy management products such as environmental protection, energy conservation and carbon reduction, and strive for social responsibility while pursuing profits.

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	13,382	14,500	92.29%
Power Noise Filter for Audio and Video Devices	439	120	365.83%
IoT and Smart Home Power Safety System	1,251	1,695	73.81%
Others	451	329	137.08%
Total	15,523	16,644	93.26%

Analysis of financial revenue and expenditure and profitability

		Unit : in thousand NT	Unit : in thousand NT	Unit : in thousand NT
Revenue and Expenditure	item	2018	2017	Increase/ decrease
	Revenue	3,140,740	2,858,629	9.87%
	Operatingmargin	475,019	468,439	1.40%
	Netprofit after tax	99,160	2,365	4092.81%
Profitability	ROA(%)	4.20%	0.12%	3547.34%
	ROE(%)	6.30%	0.14%	4334.42%
	Net return(%)	3.16%	0.08%	3846.52%
	Retrospective EPS(`元`)	1.01	0.02	4950.00%

research and development status

The R&D expenses invested by the Company in 2018 ：

Unit : in thousand NTD

	Unit : in thousand NTD
Item	Amount
R&D costs	146,133
Net operatingincome	3,140,740

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Accounting for net operating 4.65% income ratio

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.
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 Amout 13,912 331 1,310 343 15,896
Item	Amout
Surge Protector for IT Peripherals	13,912
Power Noise Filter for Audio and Video Devices	331
IoT and Smart Home Power Safety System	1,310
Others	343
Total	15,896

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.
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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 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 2018 and the summary of the 2019 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 2018 Financial Statements

SUPERVISORS’ REVIEW REPORT

The Board of Directors has prepared the Company’s 2018 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 2018 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 25, 2019

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Attachment 3 The Report of investment in China of the year 2018

Year ： 2018

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.	`378,162` `(HK29,994` `；` `US8,483)`	`(二)1.`	`378,162` `(HK29,994；` `US8,483)`	`-`	`-`	`378,162` `(HK29,994；` `US8,483)`	`19,130`	`100%`	`100%`	`19,130`	`990,146`	`-`
DONGGAN FUJU ELECTRIC CO.,LTD	Power lines, wires, plastic covers, circuit board components, radios, power outlet items.	`117,792` `(US3,835)`	`(二)2.`	`114,444` `(US3,726)`	`-`	`-`	`114,444` `(US3,726)`	`1,979`	`100%`	`100%`	`1,979`	`57,366`	`-`
D O N DONGGAN KANG-QI TRADE CO.,LTD	Sales of electrical appliances, power outlets, wire and cable, computer peripherals.	`4,472` `(RMB1,000` `)`	`(二)3.`	`-`	`-`	`-`	`-`	`853`	`100%`	`100%`	`853`	`6,399`	`-`

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 31,2018 and 2017

(expressed in thousands of New Taiwan dollars)

December 31, 2018 Amount % $ 399,613 14 60,270 2 1,899 - 772,381 31 - - 13,394 - - - 275 - 17,284 1 89 - 1,265,205 46 - - 1,408,082 50 120,107 4 12,078 - 1,363 - 318 - 1,541,948 54	December 31, 2018 Amount % $ 399,613 14 60,270 2 1,899 - 772,381 31 - - 13,394 - - - 275 - 17,284 1 89 - 1,265,205 46 - - 1,408,082 50 120,107 4 12,078 - 1,363 - 318 - 1,541,948 54	December 31, 2018 Amount % $ 399,613 14 60,270 2 1,899 - 772,381 31 - - 13,394 - - - 275 - 17,284 1 89 - 1,265,205 46 - - 1,408,082 50 120,107 4 12,078 - 1,363 - 318 - 1,541,948 54	Liabilities and Stockholders’ equity Current liabilities`：` 2120 Financial liabilities measured at fair value through profit or loss - current 2170 Account payable 2180 Accounts payable to related parties 2200 Other payables 2220 Other payables to related parties 2230 Current tax liabilities 2130 Contract liability -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, 2017 Amount % $ 120,967 4 17,862 1 1,182 - 790,031 31 12 - 24,465 1 - - 347 - 18,717 1 39 - 973,622 38 42,408 2 1,401,501 55 117,065 5 8,144 - 6,163 - 288 - 1,575,549 62	Liabilities and Stockholders’ equity Current liabilities`：` 2120 Financial liabilities measured at fair value through profit or loss - current 2170 Account payable 2180 Accounts payable to related parties 2200 Other payables 2220 Other payables to related parties 2230 Current tax liabilities 2130 Contract liability -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, 2017 Amount % $ 120,967 4 17,862 1 1,182 - 790,031 31 12 - 24,465 1 - - 347 - 18,717 1 39 - 973,622 38 42,408 2 1,401,501 55 117,065 5 8,144 - 6,163 - 288 - 1,575,549 62	December 31, 2018 Amount % 13 - 16,885 1 961,810 34 74,586 3 38,506 1 8,536 - 35,021 1 - - 39,914 1 1,175,271 41 21,174 1 - - - - 21,174 1 1,196,445 42 982,244 35 276,981 10 312,453 11 24,911 1 78,054 3 415,418 15 (63,935) (2) 1,610,708 58 $ 2,807,153 100	December 31, 2018 Amount % 13 - 16,885 1 961,810 34 74,586 3 38,506 1 8,536 - 35,021 1 - - 39,914 1 1,175,271 41 21,174 1 - - - - 21,174 1 1,196,445 42 982,244 35 276,981 10 312,453 11 24,911 1 78,054 3 415,418 15 (63,935) (2) 1,610,708 58 $ 2,807,153 100	December 31, 2018 Amount % 13 - 16,885 1 961,810 34 74,586 3 38,506 1 8,536 - 35,021 1 - - 39,914 1 1,175,271 41 21,174 1 - - - - 21,174 1 1,196,445 42 982,244 35 276,981 10 312,453 11 24,911 1 78,054 3 415,418 15 (63,935) (2) 1,610,708 58 $ 2,807,153 100	December 31,2017 Amount % - - 15,672 1 835,786 33 68,413 3 - - 5,956 - - - 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
Amount $ 399,613 60,270 1,899 772,381 - 13,394 - 275 17,284 89 1,265,205 - 1,408,082 120,107 12,078 1,363 318 1,541,948			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 6,163 288 1,575,549		Amount 13 16,885 961,810 74,586 38,506 8,536 35,021 - 39,914 1,175,271 21,174 - - 21,174 1,196,445 982,244 276,981 312,453 24,911 78,054 415,418 (63,935) 1,610,708 $ 2,807,153			Amount - 15,672 835,786 68,413 - 5,956 - 29,741 30,476
		14 2 - 31 - - - - 1 - 46
						1,175,271 21,174 - -	41	986,044
							1 - -	23,635 -
	- 1,408,082 120,107 12,078 1,363 318	- 50 4 - - -		42,408 1,401,501 117,065 8,144 6,163 288
						21,174 1,196,445 982,244	1	23,635
							42	1,009,679
							35	982,244
						276,981	10	276,981
						312,453 24,911 78,054	11 1 3	312,216 24,911 (4,619)
	1,541,948	54		1,575,549
						415,418	15	332,508
						(63,935)	(2)	(52,241)
						1,610,708	58	1,539,492
						$ 2,807,153	100	2,549,171

Total assets $ 2,807,153 100 2,549,171 100

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 31,2018and 2017

(expressed in thousands of New Taiwan dollars)

2018	% 100 91	2017	% 100 89
Amount $ 3,139,570 2,841,602		Amount 2,893,082 2,562,938
297,968	9	330,144	11
56,986 105,299 105,700 (15,438)	2 3 3 -	66,521 96,315 109,652 -	2 3 4 -
252,547	8	272,488	9
45,421	1	57,656	2
3,648 46,507 - 10,933	- 1 - -	3,314 16,980 (542) (65,156)	- - - (2)
61,088	1	(45,404)	(2)
106,509 7,349	2 -	12,252 9,887	- -
99,160	2	2,365	-
1,066 -	- -	(1,433) -	- -
1,066	-	(1,433)	-
(12,301) 607 -	- - -	(45,283) (689) -	(2) - -

See accompanying notes to the parent company only financial reports

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Subsequently to profit or loss 8300 Other comprehensive income,net 8500 Comprehensive income Earnings per share 9750 Basic net income per share 9850 Diluted net income per share	(11,694) - (45,972) (2)
	(10,628) - (47,405) (2)
	$ 88,532 2 (45,040) (2)
	$ 1.01 0.02
	$ 1.01 0.02

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 31,2018 and 2017 (Expressed in Thousand of New Taiwan Dollars)

Common Share	Capital Surplus			Retained Earnings		Financial Statement Translation Differences for Foreign Operations
		Legal Reserve		Special Reserve Unappropri -ated Retained Earnings	Toal


$ 1,032,2 291,15 299,226 18,643 157,242					475,111	(6,269)
- - - - 2,365 - - - - (1,433)					2,365 (1,433)	- (45,972)
- - - - 932					932	(45,972)
- - 12,990 - (12,990) - - - 6,268 (6,268) - - - - (117,869) - - - - - (50,000) (14,171) - - (25,666)					- - (117,869) - (25,666)	- - - - - - - (89,837) - 89,837
982,244 276,981 312,216 24,911 (4,619) - - - - (17,316)					332,508 (52,241) - (17,316) - -
982,244 276,981			312,216 24,911 (21,935)		315,192 (52,241) -
- -	- -		- - 99,160 - - 1,066		99,160 - - 1,066 (11,694) -
-	-		- - 100,226		100,226 (11,694) -
$ 982,2	276,981		312,453 24,911 78,054		415,418 (63,935) -

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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, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

Statements of Cash Flows For the year ended December 31, 2018 and 2017 (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 Total changes in operating assets ,net Increase in financial liabilities measured at fair value through profit or loss Increase in contract liabilities 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 Cash dividend 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 Deposit deposit increased 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	2018 $ 106,509 8,941 (15,438) (10,086) - (2,880) (768) (10,933) 10,086 -	2017 12,252 8,205 1,175 (9,489) 542 (2,565) (749) 65,156 9,489 (1,744)

	(21,078)	70,020
	(717) 15,772 12 11,071 72 1,433	4,820 (59,878) (12) 5,605 (201) (3,997)
	27,643	(53,663)
	13 5,434 1,213 126,024 6,208 38,506 (35) - 9,438 (1,395)	- - (10,264) (7,612) (14,676) (158) - (3,992) (2,471) (1,327)
	185,406	(40,500)
	213,049	(94,163)
	191,971	(24,143)
	298,480 2,830 768 - (8,703)	(11,891) 2,620 749 (542) (14,677)
	293,375	(23,741)
	- - (7,342) (6,997) (50) (340)	(8,373) (51,897) (52,900) (5,463) - (6,244)
	(14,729)	(124,877)
	- - -	(369) (117,869) (89,837)
	-	(208,075)
	278,646 120,967	(356,693) 477,660
	$ 399,613	120,967

(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, 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

			December 31,	December 31,	December 31,	December 31,	December 31,			Decembe 31,	Decembe 31,		December 31,
			2018			2017				2018			2017
	Assets		Amount		％	Amount	％		Liabilities and equity		Amount	％	Amount	％
	Current assets`：`								Current liabilities`：`
1100	Cash and cash equivalents	$	816,089		33	705,350	31	2120	Financial liabilities measured at fair value through profit or loss - current		13	-	-	-
1110	Financial assets measured at fair value through profit or loss - Liquidity			60,270	3	20,931	1	2170	Accounts payable		493,154	20	436,160	19
1150	Notes receivable,net			1,899	-	1,182	-	2200	Other payables		161,893	7	131,176	6
1170	Accounts receivable,net		808,039		33	821,807	36	2230	Current tax liabilities		26,699	1	22,595	1
1200	Other receivables			12,772	1	8,681	-	2250	Provisions-current		54,407	2	-	-
130X	Investories		349,602		14	257,995	11	2310	Advance receipts		-	-	44,300	2
1410	Prepayments			98,645	4	107,954	5	2399	Other current liabilities		80,416	3	71,683	3
1476	Other financial assets-current			440	-	603	-		Total current liabilities		816,582	33	705,914	31
1479	Other current assets			5,490	-	4,227	1		Non-current liabilities`：`
	Total current assets		2,153,246		88	1,928,730	85	2640	Accrued pension liabilities		21,174	1	23,635	1
	Non-current assets`：`								Total non-current liabilities		21,174	1	23,635	1
1543	Financial Assets Measured at Cost-noncurrent		-		-	42,408	2		Total liabilities		837,756	34	729,549	32
1550	Investments accounted for using equity method			13,491	1	8,008	-		Equity attributable to shareholders of the parent`：`
1600	Property, plant and equipment		225,610		9	241,079	11	3100	Common stock		982,244	40	982,244	43
1840	Deferred income tax assets			12,078	1	8,144	-	3200	Capital surplus		276,981	11	276,981	12
1915	Prepayments for equipment			36,323	1	32,784	2		Retained earnings`：`
1920	Refundable deposits			3,582	-	756	-	3310	Legal reserve		312,453	13	312,216	14
1990	Other non-current assets			4,134	-	7,132	-	3320	Special reserve		24,911	1	24,911	1
	Total non-current assets		295,218		12	340,311	15	3350	Unappropriated retained earnings		78,054	3	(4,619)	-
											415,418	17	332,508	15
									Other equity`：`
								3410	Financial statement translation differences for foreign operations		(63,935)	(2)	(52,241)	(2)
									Total equity		1,610,708	66	1,539,492	68
									Total liabilities and equity	$	2,448,464	100	2,269,041	100

Total assets $ 2,269,041 100 2,269,041 100

(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 Statements of Comprehensive Income

For the years ended December 31,2018 and 2017 (Expressed in Thousands of New Taiwan Dollars

2018	％ 100 85	2017	％ 100 84 16 4 6 5 - 15 1 - (2) - - (2) (1) - (1)
Amount $ 3,140,740 2,665,721		Amount 2,858,629 2,390,190
475,019	15	468,439
105,514 177,601 146,133 (16,576)	3 6 5 (1)	107,943 161,312 146,292 -
412,672	13	415,547
62,347	2	52,892
12,757 38,148 - (2,466)	- 1 - -	9,344 (45,869) (542) (1,673)
48,439	1	(38,740)
110,786 11,626	3 -	14,152 11,787
99,160	3	2,365
1,066 -	- -	(1,433) -	- -
1,066	-	(1,433)	-
(12,301) 607 -	- - -	(45,283) (689) -	(2) - -

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

- 31 -

Subsequently to profit or loss 8300 Other comprehensive income, net 8500 Comprehensive income 9750 Basic net income per share 9850 Diluted net income per share	(11,694) - (45,972) (2)
	(10,628) - (47,405) (2)
	$ 88,532 3 (45,040) (3)
	$ 1.01 0.02 $ 1.01 0.02

(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, 2018 and 2017 (Expressed in Thousands of New Taiwan Dollars)

Unit: in thousand NT

Equity Attributable to Shareholders of the parent

Capital	Capital Surplus		Retained	Earnings	Total 475,111	Financial Statement Translation Differences for Foreign Operations	Treasury Stock	Total Equity
Common Share		Legal Reserve	Special Reserve	Unappropriate d Retaied Earnings
$ 1,032,244	291,152	299,226	18,643					1,792,238 2,365 (47,405) (45,040) - - (117,869) (89,837) - 1,539,492 (17,316) 1,522,176 99,160 (10,628) 88,532 -
							-
				157,242 2,365 (1,433) 932 (12,990) (6,268) (117,869) - (25,666) (4,619) (17,316) (21,935) 99,160 1,066 100,226 (237)		(6,269)
- -	- -	- -	- -		2,365 (1,433)	- (45,972)	- -
-	-	-	-		932	(45,972)	-
- - - - (50,000)	- - - - (14,171)	12,990 - - - -	- 6,268 - - -		- - (117,869) - (25,666)	- - - - -	- - - (89,837) 89,837
982,244 -	276,981 -	312,216 -	24,911 -		332,508 (17,316)	(52,241) -	- -
982,244	276,981	312,216	24,911		315,192	(52,241)	-
- -	- -	- -	- -		99,160 1,066	- (11,694)	- -
-	-	-	-		100,226	(11,694)	-
-	-	237	-		-	-	-

(See accompanying notes to the consolidated financial statements)

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Balance at December 31,2018

$ 982,244 276,981 312,453 24,911 78,054 415,418 (63,935)

1,610,708

(See accompanying notes to the consolidated financial statements)

- 34 -

(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 31,2018 and 2017

(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 measured at fair value through profit or loss (increase) decrease Decrease (increase) in notes receivable Decrease (increase) in accounts receivable Decrease (increase) in accounts receivable Decrease (increase) in inventories Prepayments (Increase) reduce Other current assets (Increase) decreased Total net change in assets associated with business activities Financial assets (increased) decrease measured by fair value through profit or loss Contract liability Accounts payables Other payalbes Prepayments (reduction) Other current liability Determination of increase in welfare liabilities (reduction) Total changes in operating liability ,net Net changes in operating liabilities`：` Total adjustment item Cash inflow from operations Interest received Dividend received Interest paid Income tax paid Total changes in operating liabilities, net 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	2018 $ 110,786 57,010 6,725 (16,576) (10,086) - (11,989) (768) 2,466 13 10,086	2017 14,152 69,282 3,920 2,297 (9,489) 542 (8,595) (749) 1,673 133 9,489
	36,881	68,503
	3,069 (717) 13,028 (4,901) (91,607) 9,309 (1,263)	(3,069) 4,820 (67,871) 7,740 80,234 (16,034) 3,308
	(72,272)	9,128
	13 54,407 56,994 30,717 (44,300) 8,733 (1,395)	- - (47,370) (23,353) (17,958) 2,994 (1,327)
	105,169	(87,014)
	32,897	(77,886)
	69,778	(9,383)
	180,564 12,152 768 - (11,062)	4,769 8,268 749 (542) (17,752)
	182,422	(4,508)
	- - (7,342) (39,076) 326 (2,826) (3,727) (8,679)	(8,373) (51,897) (900) (62,045) 134 123 (7,932) 17,757
	(61,324)	(113,133)
	- - -	(369) (117,869) (89,837)
	-	(208,075)

(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

	(10,359)	(44,032)
	110,739	(369,748)
	705,350	1,075,098
$	816,089	705,350

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Attachment 5

Comparison Table Before and After Amendment to “Procedures for Acquisition of Disposal of Assets”

2019.6.10 revised

	After amendment	Before amendment	Reason
Article 3	Applicable scope of assets referred to in the Program 1. Stocks, bonds, corporate bonds, financial bonds, and watches Changchun Securities, Depositary Receipts, Subscription (sales) Investment in warrants, beneficiary securities and asset-based securities. 2. Real estate (including land, housing and construction, investment Real estate, land use rights, inventory of construction industry) Facility. 3 The membership card. 4. Patent, copyright, trademark, franchise, etc. Intangible assets. 5. Right to use assets. 6. Creditor's rights of financial institutions (including receivables, foreign exchange purchases) Discount and loan, collection of money). 7. Derivative goods. 8. Consolidation, division, acquisition or share transfer by law Assets acquired or disposed of. 9. Other important assets.	Applicable scope of assets referred to in the Program 1. Stocks, bonds, corporate bonds, financial bonds, and watches Changchun Securities, Depositary Receipts, Subscription (sales) Investment in warrants, beneficiary securities and asset-based securities. 2. Real estate (including land, housing and construction, investment Real estate, land use rights, inventory of construction industry) Facility. 3 The membership card. 4. Patent, copyright, trademark, franchise, etc. Intangible assets. 5. Creditor's rights of financial institutions (including receivables, foreign exchange purchases) Discount and loan, collection of money). 6. Derivative goods. 7. Consolidation, division, acquisition or share transfer by law Assets acquired or disposed of. 8. Other important assets.	In accordance with the provisions of the IFRSs No. 16 Lease Bulletin, the right-of-use assets are included in the scope of assets referred to in this procedure.
Article 16	The company obtains or disposes of the real property from the related person, or The acquirer acquires or disposes of other assets other than the real property and The transaction amount reaches 20% of the company's paid-up capital. 10% of total assets or NT$300 million or more, The following information should be submitted to the board of directors for approval and supervision. After recognition, you must sign a transaction contract and pay the payment: 1. The purpose, necessity and pre-emptiveness of obtaining or	The company obtains or disposes of the real property from the related person, or The acquirer acquires or disposes of other assets other than the real property and The transaction amount reaches 20% of the company's paid-up capital. 10% of total assets or NT$300 million or more, The following information should be submitted to the board of directors for approval and supervision. After recognition, you must sign a transaction contract and pay the payment: 1. The purpose, necessity and pre-emptiveness of obtaining or	Add "equipment and real estate use right assets" for processing.

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	disposing of assets Benefits. Second, the reason for selecting the person to be the transaction object. 3. Obtain real estate from related parties and evaluate the pre-assessment according to regulations. Relevant information on the reasonableness of the trading conditions. Fourth, the relationship person originally obtained the date and price, the transaction object And its relationship with the company and its stakeholders Item. V. The next year and the month that is expected to begin in the contract month Cash income and expenditure forecast table and assess the need for the transaction Rationality of the use of sex and funds. 6. Issued by professional valuers obtained in accordance with the provisions of the preceding article Valuation report, or accountant's opinion. 7. The restrictions and other important agreements of this transaction matter. The calculation of the transaction amount of the preceding paragraph shall be handled in accordance with the provisions of Article 8. The alleged one year shall be based on the date on which the fact of the transaction occurs, and the retrospective calculation shall be carried out one year in advance, and has been submitted to the board of directors for approval and the supervisor has recognized part of the exemption. Count again. The Company engages in the following transactions with the parent company or subsidiaries, and obtains or disposes of the equipment for use in business or its right to use assets. The board of directors may authorize the chairman to make a decision within a certain amount in accordance with	disposing of assets Benefits. Second, the reason for selecting the person to be the transaction object. 3. Obtain real estate from related parties and evaluate the pre-assessment according to regulations. Relevant information on the reasonableness of the trading conditions. Fourth, the relationship person originally obtained the date and price, the transaction object And its relationship with the company and its stakeholders Item. V. The next year and the month that is expected to begin in the contract month Cash income and expenditure forecast table and assess the need for the transaction Rationality of the use of sex and funds. 6. Issued by professional valuers obtained in accordance with the provisions of the preceding article Valuation report, or accountant's opinion. 7. The restrictions and other important agreements of this transaction matter. The calculation of the transaction amount of the preceding paragraph shall be handled in accordance with the provisions of Article 8. The alleged one year shall be based on the date on which the fact of the transaction occurs, and the retrospective calculation shall be carried out one year in advance, and has been submitted to the board of directors for approval and the supervisor has recognized part of the exemption. Count again. After setting up independent directors, the company should fully consider the opinions of the independent directors when submitting to the board of directors for discussion in accordance with the provisions of the preceding paragraph. If the independent directors have objections or reservations, they should be stated in the proceedings of

- 38 -

	Article 6 and report to the most recent period afterwards. The board of directors ratifies: 1. Obtain or dispose of equipment for business use or its right to use assets. 2. Acquiring or disposing of the right to use real estate for business use. After setting up independent directors, the company should fully consider the opinions of the independent directors when submitting to the board of directors for discussion in accordance with the provisions of the preceding paragraph. If the independent directors have objections or reservations, they should be stated in the proceedings of the board of directors. After the establishment of the audit committee, the company shall, subject to the provisions of the first paragraph, be approved by the supervisor, and shall be approved by more than one-half of all members of the audit committee and shall make a resolution of the board of directors. If the preceding paragraph is not approved by more than one-half of all members of the Audit Committee, it may be agreed by more than two-thirds of all directors, and the resolutions of the Audit Committee shall be stated in the proceedings of the Board of Directors. All members of the Audit Committee referred to in the preceding paragraph and all directors referred to in the preceding paragraph shall be counted as actual incumbents.	the board of directors. After the establishment of the audit committee, the company shall, subject to the provisions of the first paragraph, be approved by the supervisor, and shall be approved by more than one-half of all members of the audit committee and shall make a resolution of the board of directors. If the preceding paragraph is not approved by more than one-half of all members of the Audit Committee, it may be agreed by more than two-thirds of all directors, and the resolutions of the Audit Committee shall be stated in the proceedings of the Board of Directors. All members of the Audit Committee referred to in the preceding paragraph and all directors referred to in the preceding paragraph shall be counted as actual incumbents.

- 39 -

Appendix 1

Article of Incorporation of Powertech Industrial Co.,Ltd CHAPTER 1 GENERAL PROVISIONS

2018.06.14 revised

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

10.CE01021 Weighing scale manufacturing

11.FA01181 Weighing instrument trading industry

12.JA02051 Weighing scale repair 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.

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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 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

- 41 -

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.

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

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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 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

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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 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

Procedures for Acquisition or Disposal of Assets POWERTECH INDUSTRIAL CO.,LTD.

Passed by the General Shareholders Meeting on May 28, 2015

Article 1

In order to protect investment and implement information disclosure, the company obtains or disposes of assets and shall handle it in accordance with this procedure.

Article 2

This treatment method is handled in accordance with one of the provisions o f Article 36 of the Securities Exchange Law and the relevant provisions of the securities authorities.

Article 3

Investment in stocks, bonds, corporate bonds, financial bonds, securities of commendable funds, depositary receipts, subscription (sales) warrants, beneficiary securities and asset-based securities.
Real estate (including land, housing and construction, investment real estate, land use rights, inventory of construction industry) and equipment. Third, the membership card.
Intangible assets such as patents, copyrights, trademarks, and concessions.
The creditor's rights of financial institutions (including receivables, discounted bills and loans, collections).
Derivative goods.
Assets acquired or disposed of in accordance with legal mergers, divisions, acquisitions or transfer of shares.
Other important assets.

Article 4

Acquiring or disposing of securities that are not traded in the centralized trading market or the securities firm's business premises, should consider its net worth per share, profitability, future development potential, market interest rate, bond coupon rate, debtor's debt, and transaction price at the time. It.
Acquiring or disposing of securities that have been traded in the centralized trading market or the securities firm's business premises, depend ing on the then equity or bond price.
Obtain or dispose of the other assets of the first two paragraphs, which shall be selected by way of inquiry, price comparison, bargaining or public bidding, and shall be determined by reference to the present value of the announcement,

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the present value of the assessment, and the actual transaction price of the adjacent real estate. This procedure stipulates that the reporting criteria should be announced and should refer to the valuation report of the professional valuer.

Article 5

Acquiring or disposing of assets, the undertaking unit shall, after assessing the reasons for the intention to obtain or dispose of, the subject matter, the counterpart of the transaction, the price of the transfer, the conditions of payment and the reference to the price, submit the matter to the powers and responsibilities, and shall be The department performs the relevant matters in accordance with the relevant operational regulations of the company's internal control system and this processing procedure.
The execution unit of the Company's investment in long-term and short-term securities is the Finance Department, and the execution unit of real property and other fixed assets is the use department and related powers and responsibilities. Other assets that are not securities investment, real estate and other fixed assets are subject to the evaluation of the relevant units.
The relevant operations related to the acquisition or disposal of the relevant assets shall be handled in accordance with the relevant provisions of the internal control system of the Company. If a major violation is discovered, the relevant personnel shall be disposed of in violation of the situation.

Article 6

The purchase and sale of the company's securities investment shall be submitted to the general manager and the chairman of the board for approval.

Article 7

The Company and its subsidiaries shall invest in non-business for the use of real estate and securities with the following limits:

First, the company's investment limit:

Real estate investment that is not for business use is limited to 30% of the company's net worth.
The total investment in investing in short-term securities is limited to 40% of the company's net worth. The total amount of investment in individual securities is not more than 20% of the company's net worth.
The total external long-term securities investment (including mainland investment) shall not exceed 40% of the company's net value, and the total amount of investment in individual securities shall not exceed 40% of the company's net value.

Second, the subsidiary investment limit:

Real estate investment that is not for business use is limited to 10% of the

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net value of the parent company.

The total investment in investing in short-term securities is limited to 10% of the net value of the parent company. The total amount of investment in individual securities is not more than 5 percent of the net value of the parent company.
The total foreign long-term portfolio investment (including mainland investment) is limited to 40% of the net value of the parent company. The total amount of investment in individual securities is not more than 40% of the net value of the parent company. limit.

Article 8

The standards for announcement and declaration shall be handled The company obtains or disposes of assets. If any of the following circumstances occur, the relevant information shall be reported to the designated website of the securities authority within two days from the date of the factual occurrence according to the nature:

Obtain or dispose of immovable property from the related party, or acquire or dispose of other assets other than immovable property with the related person and the transaction amount shall reach 20% of the company's paid-in capital, 10% of the total assets or NT$300 million. the above. However, the sale and purchase of public debt or bonds with the conditions for buying back and selling back are not limited.
Consolidation, division, acquisition or share transfer.
The amount of all or individual contract loss limits stipulated in the processing procedures for the derivative goods.
Asset transactions other than the first three paragraphs, financial institutions disposition of creditor's rights or investment in mainland China, the transaction amount of which is 20% of the company's paid-up capital or NT$300 million. However, the following situations are not limited to this:
(1) Buying and selling public debts.

(2) The securities that are professionally employed, the securities traded at the stock exchanges of securities companies or securities firms at home or abroad, or the securities that the securities firms subscribed in the primary market and subscribed according to the regulations.

(3) Buying and selling bonds with purchase and return conditions, purchasing or redeeming domestic money market funds.

(4) The types of assets acquired or disposed of are equipment for business use and the transaction objects are not related persons, and the transaction amount does not reach NT$500 million.

(5) The public issuance company engaged in the construction business obtains or disposes of the real estate for construction and construction and its transaction object is not a related person. The transaction amount does not

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reach NT$500 million.

(6) Real estate acquisition by means of local committee construction, land lease committee construction, joint housing construction, joint construction, and joint construction, the company is expected to invest less than NT$500 million.

The transaction amount of the preceding paragraph is calculated as follows:

The amount of each transaction.
The amount of transactions acquired or dispositioned by the same

counterpart in the same nature within one year.

The amount of the same development plan real estate accumulated or acquired (accumulated and disbursed separately) within one year.
The amount of the same marketable securities accumulated or disbursed

(acquired and disbursed separately) within one year.

The year referred to in the preceding paragraph is based on the date on which the fact of the transaction occurred, and is retroactively calculated for one year. The announcement has been waived in accordance with the provisions of this procedure.

The Company shall, on a monthly basis, enter into the information reporting website designated by the Association by the Company and its subsidiaries not affiliated with the domestic public offering company in the manner of trading in derivative commodities as of the end of last month in accordance with the prescribed format.

If the company shall make corrections according to the regulations, if it is

wrong or missing during the announcement, all projects shall be re-issued and declared.

Where the company obtains or disposes of assets, it shall deposit the relevant contract, the proceedings, the record book, the valuation report, the accountant, the lawyer or the securities underwriter's opinions in the company, and save for at least five years, unless otherwise stipulated by other laws.

Article 9

Time limit for notification and declaration shall be handled.

After the company announces the declared transaction in accordanc e with the provisions of the preceding article, one of the following circumstances shall be reported on the designated website of the Association within two days from the date of the fact:

The relevant contract signed by the original transaction has bee n changed, terminated or cancelled.
The merger, division, acquisition or transfer of shares is not completed according to the contract schedule.
The original announcement has changed.

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Article 10

The company obtains or disposes of real estate or equ ipment. Except for transactions with government agencies, construction of local land, construction of land leases, or acquisition or disposal of machinery and equipment for business use, the transaction amount amounts to 100% of the company's paid-up capital. Those who are divided into 20 or NT$300 million shall obtai n the valuation report issued by the professional valuer before the date of the fact, and meet the following requirements:

For special reasons, the price, price or special price shall be us ed as the reference basis for the transaction price. The transa ction shall be approved by the board of directors first. The future transaction conditions shall also be changed according to the opening procedure.
If the transaction amount reaches NT$1 billion or more, more than two professional valuers should be invited to make an estimate.
The valuation result of the professional valuer is one of the following circumstances, except that the valuation result of the acquired assets is higher than the transaction amount, or the valuation result of the disposal of the assets is lower than the transaction amount, and the accountant should be consulted by the Accounting Research and Development Foundation. The issued Auditing Standards Bulletin No. 20 shall apply, and express specific opinions on the reasons for the differences and the validity of the transaction price:
(1) The difference between the valuation result and the transaction amount is more than 20% of the transaction amount.

(2) The difference between the valuation results of two or more professional valuers is more than 10% of the transaction amount.

The date of the report issued by the professional valuer and the date of establishment of the contract shall not exceed three months. However, if the current value of the same period announcement is applied and it has not exceeded six months, the original professional valuer may issue a written opinio

Article 11

The Company obtains or disposes of securities, and shall take the financial statements of the most recent company's audited or verified financial statements as the reference for evaluating the transaction price before the date of the fact. If the transaction amount reaches 20% of the company's paid -in capital or NT$300 million or more, the accountant should be consulted before the factual date to express an opinion on the reasonableness o f the transaction price. If the accountant needs to use the expert report, According to the provisions of the No. 20 of the Auditing Standards Bulletin issued by the Accounting Research and Development Foundation. However, the securities

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are not subject to the public quotation of the active market or otherwise provided by the securities regulatory authority.

Article 12

If the company obtains or disposes of the membership card or the intangible assets transaction amount up to 20% of the company's paid-in capital or NT$300 million, in addition to transactions with government agencies, it shall be before the factual date. The accountant shall be consulted to express an opinion on the reasonableness of the transaction price, and the accountant shall handle it in accordance with the provisions of the Auditing Standards Bulletin No. 20 issued by the Accounting Research and Development Foundation.

Article 12-1

The calculation of the amount of the first three transactions shall be handled in accordance with the provisions of Article 8, and the alleged one year shall be based on the date on which the fact of the transaction occurs, and the retrospective calculation shall be carried out one year in advance, and the valuation issued by the professional valuer shall be obtained according to the regulations. The report or accountant's comments are exempt from credit.

Article 13

If the company obtains or disposes of assets through the court auction procedure, it can replace the valuation report or accountant's opinion w ith the certification documents issued by the court.

Article 14

The appraisal report obtained by the company or the opinion of an a ccountant, lawyer or securities underwriter shall not be a related person of the professional valuer and its appraisers, accountants, lawyers or securities underwriters and parties to the transaction.

Article 15

In addition to matters such as the relevant resolution procedures and the reasonableness of the terms of the transaction, the Company and its related parties shall, in addition to complying with the provisions of the relevant resolution procedures and assessing the reasonable conditions of the transaction, if the transaction amount reaches more than 10% of the company's total assets, it shall also obtain professionalism according to regulations. Valuation report or accountant's opinion issued by the appraiser. The calculation of the transaction amount of the preceding paragraph shall be

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handled in accordance with one of the provisions of Article 12.

When judging whether the transaction object is a related person, in addition to paying attention to its legal form, the substantive relationship should be considered.

Article 16

The Company obtains or disposes of immovable property from the related party, or acquires or disposes of other assets other than the real property with the related party, and the transaction amount reaches 20% of the company's paid-up capital, 10% of the total assets or new Taiwan. For those whose currency is more than 300 million yuan, the followin g information shall be submitted to the board of directors for approval and the supervisor shall recognize the transaction contract and payment:

The purpose, necessity and expected benefits of obtaining or disposing of assets.

Second, the reason for selecting the person to be the transaction object.

Obtaining real estate from related parties and assessing the reasonableness of the predetermined trading conditions according to regulations.
The date and price of the relationship, the transaction obje ct and its

relationship with the company and its related parties.

V. Estimated cash receipts and expenditures for each month in the coming year starting from the contract month, and assess the necessity of the transaction and the rationality of the use of funds.

The valuation report issued by the professional valuer obtained in

accordance with the provisions of the preceding article, or th e opinion of the accountant.

The restrictions and other important matters of this transaction.

The calculation of the transaction amount of the preceding paragraph shall be handled in accordance with the provisions of Article 8. The alleged one year shall be based on the date on which the fact of the transaction occurs, and the retrospective calculation shall be carried out one year in advance, and has been submitted to the board of directors for approval and the supervisor has recognized part of the exemption. Count again.

The company and the parent company or subsidiaries, obtain or dispose of the equipment for business use, the board of directors may authorize the chairman to make a decision within a certain amount according to Article 6, and then report to the board of directors for the most recent period.

After setting up independent directors, the company should f ully consider the opinions of the independent directors when submitting to the board of directors for discussion in accordance with the provisions of the preceding paragraph. If the independent directors have objections or reservations, they should be stated in the proceedings of the board of directors.

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After the establishment of the audit committee, the company shall, subject to the provisions of the first paragraph, be approved by the supervisor, and shall be approved by more than one-half of all members of the audit committee and shall make a resolution of the board of directors.

If the preceding paragraph is not approved by more than one-half of all

members of the Audit Committee, it may be agreed by more than two -thirds of all directors, and the resolutions of the Audit Committee shall be stated in the proceedings of the Board of Directors.

All members of the Audit Committee referred to in the preceding paragraph and all directors referred to in the preceding paragraph shall be counted as actual incumbents.

Article 17

If the company obtains real estate from a related party, it shall assess the reasonableness of the transaction cost in accordance with relevant regulations in any of the following circumstances. In addition to one of the following circumstances, the accountant shall be consulted to review and express specific opinions:

The relationship person acquires real estate due to inheritance or gift.
The time for the parties to contract to obtain real estate has been more than five years from the date of the transaction.

Third, the signing of the contract with the relationship to obtain real estate, or from the establishment of the land, the construction of land leases and other commissions to invite the relationship to build real estate and obtain real estate.

Article 18

If the company obtains real estate from the related party, if the evaluation resu lt is lower than the transaction price according to the regulations, the following matters shall be handled:

The difference between the transaction price of the real estate and the cost of the assessment shall be stated in the special surplus reserve, a nd no distribution or transfer of the capital shall be made. If the investor who evaluates the company's investment using the equity method is a public offering company, it should also provide a special surplus reserve according to the shareholding ratio of the proposed amount.
The supervisor shall handle the matter in accordance with the provisions of Article 208 of the Company Law.
The handling of the first and second paragraphs shall be reported to the shareholders' meeting, and the details of the transaction shall be disclosed in the annual report and the prospectus.

The Company shall provide a special surplus reserve in accordance with

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the provisions of the preceding paragraph. The assets purchased at a high price shall be recognized as a loss or punishment for the price reduction or shall be properly compensated or reinstated, or there shall be other evidence to determine that there is no unreasonable, and the securities authority After agreeing, the special surplus reserve will be used.

The company obtains real estate from related parties. If there is any other evidence that the transaction has irregular business practices, it sh ould also be handled in accordance with the previous two provisions.

Article 19

When engaging in derivative financial products, the Company shall, in accordance with the “Processing Procedures for Derivative Financial Products Transactions” of the Company, shall pay attention to matters related to risk management and auditing to implement the internal control system.

Article 20

The Company shall, after handling the resolutions of the Board of Directors, appoint an accountant, a lawyer or a securities underwriter for the conversion ratio, the purchase price or the allotment of the shareholders' cash or other property before the resolution of the board of directors is convened. Reasonableness expressed opinions and submitted to the board of directors for discussion and approval.

To merge, split or acquire important agreed content and related matters, and make public documents to shareholders before the meeting of the shareholders' meeting, and deliver them to the shareholders together with the expert opinio ns of the preceding paragraph and the notice of the meeting of the shareholders meeting as to whether or not to agree to the merger, division or Referenc e to the acquisition. However, except for those who are exempt from the merger, division or acquisition of the shareholders' meeting in accordance with other laws, this is not the case.

A company that participates in a merger, division or acquisition, due to the number of attendees, insufficient voting rights or other legal restrictions, may not be convened, resolved, or the proposal is rejected by the shareholders, and the company participating in the merger, division or acquisition shall immediately Explain in public terms the reasons for the occurrence, the subsequent processing operations, and the date on which the shareholders meeting is expected to be convened.

Article 21

The company that participates in the merger, division or acquisition of the company shall, unless otherwise stipulated by other laws or have special

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factors, report to the board of directors and shareholders meeting on the same day, the resolution shall be merged, divided or Acquisition related matters. The company that participates in the transfer of shares shall convene the board of directors on the same day, unless otherwise stipulated by other laws or with special factors in advance to the approval of the securities regulatory authority. The company that participates in the merger, division, acquisition or share transfer of shares or shares traded in the securities firm's business premises shall make the following written records in full and keep it for five years for verification:

Basic personnel information: including the person who participated in the merger, division, acquisition or share transfer plan or plan execution befor e the news is published, its title, name, and identity card number.
Date of important events: including the date of signing the letter of intent or memorandum, entrusting financial or legal counsel, signing the contract and the board of directors.
Important books and proceedings: including mergers, divisions, acquisitions or share transfer plans, letters of intent or memoranda, important contracts an d minutes of directors' meetings.

The company that participates in the merger, division, acquisition or share transfer of the listed company or the stock traded in the securities firm's business premises shall, within two days from the date of the resoluti on of the board of directors, the first and second paragraphs of the preceding paragraph shall be in accordance with the prescribed format. Report to the securities authority for reference by the Internet Information System.

A company that participates in a merger, division, acquisition or transfer of shares has a company that is not listed or whose shares are traded in the securities firm's business premises. Companies that are listed or traded in the securities firm's business premises should sign an agreement with them and comply with the third paragraph and The fourth rule is handled.

Article 22

The Company shall participate in mergers, divisions, acquisitions or share transfer. The proportion of shares to be converted or the purchase price shall not be arbitrarily changed except in the following cases, and shall be fixed in the merger, division, acquisition or share transfer contract. Change situation: 1. Handling cash capital increase, issuing conversion corporate bonds, unpaid share allotment, issuing warranted corporate bonds, attaching special stocks, warrants and other securities of equity nature.

The disposal of the company's major assets and other activities affecting the company's financial business.
Major disasters, major technological changes, etc. affect the company's shareholders' equity or securities prices.

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The adjustment of any one of the companies involved in the merger, division, acquisition or share transfer to buy back the treasury shares according to law.
The number of entities or households involved in the merger, division, acquisition or share transfer may increase or decrease.
Other conditions that have been changed in the contract and have been publicly disclosed.

The merger, division, acquisition or share transfer contract of the company shall specify the relevant matters in accordance with the provisions to safeguard the rights and interests of the participating companies.

Article 23

Provisions for the Acquisition or Disposition of Assets of Subsidiaries

(1) Subsidiaries shall obtain or dispose of assets and shall also comply with the provisions of the parent company.

(2) If the subsidiary is not a domestic public issuance company and obtains or disposes of the assets to reach the declared declaration standard as s tipulated in Article 8, the parent company shall handle the announcement and declaration.

(3) The application for the announcement of the Article 8 of the subsidiary shall be subject to the 20% of the company's paid-up capital or 10% of the total assets, and the amount of paid-up capital of the parent company (public offering company), The total assets shall prevail.

The so-called subsidiaries are the investing companies or companies in which the company directly holds more than 50% of the issued voting sha res, and indirectly, more than 50% of the invested companies that have issued voting shares through the subsidiaries. And so on, or the company directly and indirectly through the subsidiaries to hold more than 50% of the invested companies that have issued voting shares, and so on.

Article 24

Disclosure of financial statements.The company obtains or disposes of the assets as required by the Article 8 of this processing procedure, and the transaction object is the substantive relationship. The contents of the announcement shall be disclosed in the notes to the financial statements and the shareholders' meeting report shall be submitted.

Article 25

The Company shall, in accordance with the provisions of these Standa rds, stipulate that the procedures for obtaining or disposing of assets shall be sent to the supervisors and submitted to the shareholders' meeting for approval after approval by the board of directors. If a director expresses dissent and has

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a record or written statement, the company shall send the director's objection information to the supervisors.

Those who have set up independent directors in accordance with the p rovisions of this Law shall, when submitting or dispose of the asset handling procedures to the board of directors for discussion in accordance with the provisions of the preceding paragraph, shall fully consider the opinions of the independent directors. If the independent directors have objections or reservations, they shall be recorded in the minutes of the board of directors. Contained.

Those who have set up an audit committee in accordance with the provisions of this Law shall be required to make or dispose of the procedures for obtaining or disposing of assets, and shall be approved by more than one-half of all members of the Audit Committee and shall make a resolution of the Board of Directors.

If the preceding paragraph is not approved by more than one-half of all members of the Audit Committee, it may be agreed by more than two -thirds of all directors, and the resolutions of the Audit Committee shall be stated in the proceedings of the Board of Directors.

All members of the Audit Committee referred to in the third paragraph and all directors referred to in the preceding paragraph shall be counted as actual incumbents.

Article 25-1

If the company obtains or disposes of the assets according to th e prescribed processing procedures or other legal requirements, it shall be approved by the board of directors. If any directors express objection and have a record or written statement, the company shall send the directors' dissent materials to the supervisors.

Those who have set up independent directors in accordance with the provisions of this Law shall, when submitting or disposing of asset transactions to the board of directors for discussion in accordance with the provisions of the preceding paragraph, shall fully consider the opinions of the independent directors. If the independent directors have objections or reservations, they shall be included in the proceedings of the board of directors. Bright.

Those who have set up an audit committee in accordance with the provisions of this Law, major assets or derivatives transactions, shall be approved by more than one-half of all members of the Audit Committee and shall be referred to the Board of Directors.

If the preceding paragraph is not approved by more than one-half of all members of the Audit Committee, it may be agreed by more than two-thirds of all directors, and the resolutions of the Audit Committee shall be stated in the proceedings of the Board of Directors.

All members of the Audit Committee referred to in the third paragraph and all

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directors referred to in the preceding paragraph shall be counted as actual incumbents.

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APPENDIX 3 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 4 Directors and supervisors election rules of POWERTECH INDUSTRIAL CO.,LTD.

Passed by the General Shareholders Meeting on May 30, 2011

The election of the directors and supervisors of the Company shall be handled in accordance with these Measures.
When the shareholders' meeting selects a director, in addition to the provisions of the company law, a cumulative voting system is adopted, that is, each share has the same voting rights as the number of directors to be elected, and one person can be elected in a centralized manner, or several people can be elected. Those who have more voting rights will be elected as directors and the same as those who will be elected supervisors.
At the beginning of the election, the chairman shall designate a number of scrutineers and tellers to perform various tasks.
The directors and supervisors of the Company shall be elected by the shareholders who have the capacity to act, and in accordance with the quotas stipulated in the articles of association of the company, according to the statistical results of the election votes, the winners of the votes will be elected as If a director, independent director or supervisor has the same number of rights and more than the specified number of places, the votes of the votes will be drawn by the same number of votes. If they are not present, the chairman will draw the ballot.

Those who are elected as directors and supervisors in accordance with the preceding paragraph shall, at their discretion, act as directors or supervisors, or if the elected directors or supervisors are verified to be inconsistent with their personal data or in accordance with the relevant laws and regulations, their election shall be invalid. The votes of the directors are elected by the independent directors and the non-independent directors respectively.

The election votes shall be issued by the board of directors, and each ballot paper shall be divided into the voting rights of each of the shareholders.
If the elector is a shareholder, the elector must include the name of the elector in the "elector" column of the election and the shareholder number; if not, the name of the elector should be filled in. And the identity card is unified. However, when the government or legal person shareholder is the elector, the name of the government or legal person should be included in the name of the elected person in the election, and the name of the government or legal person and the name of the representative must be filled in. When there are several representatives, The name of the representative should be added separately.
The election ticket has one of the following circumstances:
(1) Those who do not need the election votes specified in Article 5 of these Measures. (2) Those who put in the ballot box with blank election votes
(3) In addition to the name of the elector (name), the shareholder number (the uniform number of the identity card), and the number of voting rights, the other characters are written.
(4) Those whose writing is illegible cannot be identified or altered.
(5) If the name of the selected elector is inconsistent with the list of shareholders, if the

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selected person is not a shareholder, the name and identity card number of the selected person will be checked.

(6) The name of the selected elector is the same as that of the other shareholders and the shareholder number or ID card number is not available for identification.

(7) The same electoral ticket is filled in with two or more electors.
The election of directors and supervisors, each with one ballot box, and divided into two groups for invoicing.
After all the election tickets are put into the cabinet, the inspector and the teller will join the box.
The counting vote is monitored by the inspector.
When there is any doubt about the election ticket, the inspector is first asked to confirm whether it is invalid. The invalidated election ticket should be placed separately, and the number of votes and the number of elections should be filled in the record form.
In the result of the invoicing, after the inspector has checked the sum of the valid and invalid votes, the voting number of the valid votes and the invalid votes and the voting rights are respectively entered in the record form, and then the chairman announces the name of the elected person (name) and the shareholders. Account number (identity number).
The elected directors and supervisors shall be registered in accordance with the law after they have been notified by the company and filled out the "rights of consent".
The matters not specified in these Measures shall be handled in accordance with the Company Law, the Articles of Association of the Company and relevant laws and regulations.
These measures shall be implemented after the approval of the shareholders' meeting, and the same shall apply to the amendments.

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Appendix 5 Shareholding of Directors and Supervisors

POWERTECH INDUSTRIAL CO.,LTD.

Shareholding of Directors and Supervisors

Book closure date: April 12, 2019

			Book closure date: April 12, 2019	Book closure date: April 12, 2019
Position	Name	Date elected	Current shareholding
			Shares	Shareholding ratio%
Chairman	Jonie Chou	6.7, 2016	7,565,702	7.70
Director	Michael Tian-Shyug Lee		1,336,458	1.36
Director	George Lee		1,378,655	1.40
Director	Jennifer Lai		283,141	0.29
Independent Director	Chun-Chi Yang		0	0
Independent Director	Tsung-Pei Lee		0	0
Total Shares of Directors			10,563,956	10.75
Supervisor	Chin-Yang Chen	6.7 ,2016	1,675,559	1.71
Supervisor	Shin-Rong Shiah-Hou		0	0
Supervisor	Jun-Yu Huang		201,000	0.20
Total Shares of Supervisors			1,876,559	1.91

Note 1. Total issued shares: 98,224,450 shares on Apr. 12, 2019 Note 2. All of these are common stock

Note 3. The minimum required total shareholding of all directors by law: 7,857,956 shares The minimum required total shareholding of all supervisors by law: 785,795 shares

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Appendix 6 Acceptance of proposals submitted by shareholders this annual general shareholders’ meeting

According to the provisions of Article 14 of the Articles of Association of the Company, the nomination system for candidates is selected by the independent directors. The "list of candidates" is reviewed and approved at the 17th meeting of the 7th Board of Directors, as follows:


No.	Name	Main academic qualifications	Main experience	Holding shares
1	Chun-Chi Yang	Doctor of Business Administration, National Taiwan University	professor and director of the staff office at Fu Jen University	0
2	Tsung-Pei Lee	Doctor of Economics, University of ChengChi	Associate Professor of Fu Jen University and Associate Dean of College of Management	0
3	Hong-Cheng Liu	Doctor of Public Administration, University of La Verne, USA	Professor & Chair I-Shou University Department of Public Policy and Management	0

The proposal accepting period of 2019 Annual General Shareholders Meeting is from April 2, 2019 to April 12, 2019.
No proposals are raised by shareholders during the said accepting period.

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AI assistant

POWERTECH — AGM Information 2019

52310_rns_2019-06-28_500cc288-28d2-44cd-9fca-d9f4464c21c0.pdf

POWERTECH INDUSTRIAL CO., LTD

2019 Annual General Shareholders’ Meeting Meeting Handbook

MEETING TIME: June 10, 2019 at 9:00 AM

Table of Contents

POWERTECH INDUSTRIAL CO., LTD.

2 019 Annual General Shareholders’ Meeting Procedure

4. Management Presentation

5. Recognition

8. Adjournment

POWERTECH INDUSTRIAL CO., LTD

2019 Annual General Shareholders’ Meeting Agenda

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

Proposal:

Explanatory Notes:

Recognition

No. 1

Proposed by the Board of Directors

Proposal:

Explanatory Notes:

Resolution:

No. 2

Proposal:

Explanatory Notes:

Resolution:

No. 3

Proposed by the Board of Directors

Proposal:

Explanatory Notes:

Resolution

Discussion and Election

No. 1

Proposed by the Board of Directors

Proposal:

Explanatory Notes:

Resolution

No. 2

Proposal:

Explanatory Notes:

Resolution

No. 3

Proposed by the Board of Directors

Proposal:

Explanatory Notes:

Resolution

No. 4

Proposed by the Board of Directors

Proposal:

Explanatory Notes:

Resolution

Questions and Motions

Adjournment

Attachment 1 2018 Business Report

Operating Report of 2018

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

Accouting Office: Kevin Kuo

Attachment 2 Supervisors’ Review Report for the year 2018 Financial Statements

SUPERVISORS’ REVIEW REPORT

POWERTECH AGM Information 2019

B. the result of the budget `：`