Primax - AGM Information 2015 | FinancialReports.eu

PRIMAX ELECTRONICS LTD. Minutes of 2015 Annual General Shareholders' Meeting (Translation)

Time: 9 a.m., June 29, 2015 (Monday)

Venue: 4F No. 2, Xuzhou Road, Zhongzheng District 100, Taipei City

(NTUH International Conventional Center)

Present: A total of 299,154,468 shares are held by shareholders attending the shareholders' meeting in person or by a proxy, who represent 68.06% of the total number of the Company's outstanding 439,528,712 shares.

Present Directors: Liang, Li-Sheng Yang, Hai-Hung Pan, Yung-Tai Pan, Yung-Chung

Present Supervisors: Shyu, Chiang-Chan Tsai, Yu-Wei Chang, Te-Tsai

Chairman: Liang, Li-Sheng, the chairman of the Board of Directors

Recorder: Lee, Li-Hsueh

A. Meeting called to order:

The total numbers of shares represented by the shareholders present constitute the quorum prescribed by law, hence the Chairman called this meeting to order.

B. Chairperson Remark: (omitted)

C. Report

The Company's 2014 Business Report, please refer to Schedule 1.
Supervisor's audit report of 2014 final books and statements, please refer to Schedule 2.

Summary of Shareholders' statements ：

Shareholder NO. 37354 made comments in regards to the procedure for convening the shareholders' meeting, revenue status, definition for directors' remuneration, directors who concurrently act as a manager, other allowances for management team, the reliability of financial reports, strengthen the functions and objectives of the Board, transparency in corporate governance, investment decisions, important resolutions of the Board, and etc.

The president responded to the speech and explained to the questions, no further comments were made by the aforementioned shareholder.

D. Adoption

1. (Proposed by the Board)

Proposal:

Adoption of the Company's 2014 Business Report and Financial Statements.

Description:

The Company has completed the internal preparation of the 2014 Individual and Consolidated Financial Statements and has provided the reports to Wu, Mei-Pin, CPA and Chen, Cheng-Chien, CPA of KPMG Taiwan for review and audit. The CPAs have completed the audit. Please refer to Schedule 1 and Schedule 3, for the above Financial Statements as well as the Business Report.

Resolution: The above proposal was hereby approved as proposed.

Voting Results：Shares represented at the time of voting：299,137,468

	Votes in favor	Votes against	Votes invalid	Votes abstained
Voting Results	221,696,875 votes	1,000 votes	0 votes	77,439,593 votes
% of the total represented sharepresent	74.11％	0.00％	0.00％	25.89％

2. (Proposed by the Board)

Proposal

Ratification of the vesting conditions in the 2014 Regulations on Issuance of Restricted Stock Awards.

Description:

(1) The Company's 2014 Regulation on Issuance of Restricted Stock Awards has been approved per the Financial Supervisory Commission's Jin-Guan-Zheng-Fa-Zi No. 1030039492 of October 6, 2014.
(2) As required under Paragraph 7 of the above approval letter, the Company needs to submit the various vesting conditions in the 2014 Regulations on Issuance of Restricted Stock Awards to the next shareholders' meeting for ratification. Details are as follows:

Vesting conditions: Categorized as three types, i.e. Type A, B and C, based on accomplishment of personal performance goals

a. Type A vesting conditions:
(i) Employees who are continuously employed by the Company for one year after granting of the awards and have accomplished the individual's performance goals established by the Company for the one-year period before the expiry date will be entitled to 30% shares.
(ii) Employees who are continuously employed by the Company for two years after granting of the awards and have accomplished the individual's performance goals established by the Company for the one-year period before the expiry date will be entitled to 30% shares.
(iii) Employees who are continuously employed by the Company for three years after granting of the awards and have accomplished the individual's performance goals established by the Company for the one-year period before the expiry date will be entitled to 40% shares.
b. Type B vesting conditions:
(i) Employees who are continuously employed by the Company for one year after granting of the awards and have accomplished the individual's performance goals established by the Company for the one-year period before the expiry date will be entitled to 50% shares.
(ii) Employees who are continuously employed by the Company for two years after
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granting of the awards and have accomplished the individual's performance goals established by the Company for the one-year period before the expiry date will be entitled to 50% shares.

c. Type C vesting conditions:
- Employees who are continuously employed by the Company for one year after granting of the awards and have accomplished the individual's performance goals established by the Company for the one-year period before the expiry date will be entitled to 100% shares.
d. The individual's performance above refers to accomplishment of the performance goals established according to the Company's performance evaluation and development policy, including accomplishment of the desired level of contribution and special merits.
e. If, after granting of the restricted stock awards, an employee commits gross negligence such as violation of employment contract or work rules, the Company shall have the right to recover the restricted stock awards for which the vesting conditions have not been met and cancel the stock grants.
Resolution: After the Chairman had inquired of all attending shareholders, the above proposal was approved as originally proposed without objection.

3. (Proposed by the Board)

Proposal ：

Adoption of the Company's 2014 distribution of earnings

Description:

(1) The Company's 2014 net profit after tax is NT$ 1,544,690,051, plus this year's actuarial gain from defined benefit plans NT$ 3,343,509, minus legal reserve provision NT$ 154,469,005, plus beginning retained earnings NT$ 1,584,454,038, the distributable retained earnings are NT$ 2,978,018,593. The 2014 distribution of earnings prepared according to the Articles of Incorporation is as follows:

PRIMAX ELECTRONICS LTD. PROFIT ALLOCATION PROPOSAL December 31, 2014

PRIMAX ELECTRONICS LTD. PROFIT ALLOCATION PROPOSAL December 31, 2014	PRIMAX ELECTRONICS LTD. PROFIT ALLOCATION PROPOSAL December 31, 2014	PRIMAX ELECTRONICS LTD. PROFIT ALLOCATION PROPOSAL December 31, 2014
Unit: NT$
Beginning retained earnings		1,584,454,038
Add: netprofit after tax	1,544,690,051
Actuarial Gain from Defined Benefit Plans	3,343,509
Distributable netprofit		3,132,487,598
Less: 10% legal Reserve	154,469,005
distributable retained earnings		2,978,018,593
Distribution Item:
Cash Dividends to Common Share Holders(NT$1.8per share)	791,106,682
Unappropriated Retained Earnings		2,186,911,911
Note: Employees’ cash bonus of NT$71,000,000 Compensation of directors and supervisors of NT$27,800,000
Chairman: Liang, Li-Sheng General Manager: Yang, Hai-Hung Accounting Manager: Pan, Yan-Jen

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Note: 1. The per share dividends above are based on the 439,503,712 outstanding shares as of March 24, 2015.
1. For the distribution of cash dividends, all dollar amounts less than NT$ 1 for fractional shares shall be listed as the Company's other income.
(2) For this distribution of profits, the 2014 earnings will be subject to distribution on a priority basis.
(3) The cash dividends total NT$ 791,106,682 and the per share dividends to be distributed are NT$ 1.8. The dividends will be distributed to the shareholders listed in the shareholders' roster on the ex-dividend date according to their respective shareholding. The above distribution ratio is calculated based on the total 439,503,712 outstanding shares as of March 24, 2015. After the proposal is approved at the regular shareholders' meeting, it is proposed the board of directors shall be authorized to determine the ex-dividend date and relevant matters.
(4) For the distribution of earnings, in the event of an employee's exercise of the right to convert the subscription warrants to common shares, satisfaction of the vesting conditions on restrictive stock awards, buyback of the Company's shares, assignment or cancellation of treasury stock which influences the ratio of distributable dividends, it is proposed the shareholders' meeting shall authorize the Board of Directors to make proportionate adjustments to the ratio of distributable dividends based on the number of outstanding shares on the ex-dividend date.
(5) It is proposed to distribute NT$ 71,000,000 as cash bonus for employees and NT$ 27,800,000 as remunerations for directors and supervisors. Due to the difference in the amounts stated in the account books (caused by accounting estimates), the above amounts are reduced by NT$ 318,216 and NT$ 727,286, respectively, which will be handled according to the changes in accounting estimates.
Resolution: After the Chairman had inquired of all attending shareholders, the above proposal was approved as originally proposed without objection.

E. Discussion and Election

1.

(Proposed by the Board)

Proposal:

Resolution of amendments to the Company's "Articles of Incorporation"

Description:

(1) It is proposed certain provisions of the Company's "Articles of Incorporation" shall be amended as needed for legal compliance and for the Company's operational requirements, principally to implement electronic voting, establish an audit committee and a candidate nomination system.
(2) Please refer to Schedule 4 for a comparison of the amendments to the "Articles of Incorporation".
Resolution: After the Chairman had inquired of all attending shareholders, the above proposal was approved as originally proposed without objection.

2. (Proposed by the Board)

Proposal:

Resolution of amendments to the "Rules for Election of Directors and Supervisors"

Description:

(1) It is proposed certain provisions of the Company's "Rules for Election of Directors and
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Supervisors" shall be amended due to the establishment of the "Audit Committee" and the title of the rules shall also be changed to "Rules for Election of Directors".

(2) Please refer to Schedule 5, for a comparison of the amendments to the "Rules for Election of Directors and Supervisors".
Resolution: After the Chairman had inquired of all attending shareholders, the above proposal was approved as originally proposed without objection.

3. (Proposed by the Board)

Proposal:

Resolution of amendments to the Company's "Procedures for Lending Funds to Other Parties"

Description:

(1) It is proposed certain provisions of the Company's "Procedures for Lending Funds to Other Parties" shall be amended due to the establishment of the "Audit Committee" to change the Company's operational procedure for loaning of funds to others.
(2) Please refer to Schedule 6, for a comparison of the amendments to the "Procedures for Lending Funds to Other Parties".
Resolution: After the Chairman had inquired of all attending shareholders, the above proposal was approved as originally proposed without objection.

4. (Proposed by the Board)

Proposal:

Resolution of amendments to the Company's "Procedures for Endorsements & Guarantees"

Description:

(1) It is proposed certain provisions of the Company's "Procedures for Endorsements & Guarantees " shall be amended due to the establishment of the "Audit Committee" to change the Company's procedures for Endorsements & Guarantees.
(2) Please refer to Schedule 7, for a comparison of the amendments to the "Procedures for Endorsements & Guarantees ".

Resolution: After the Chairman had inquired of all attending shareholders, the above proposal was approved as originally proposed without objection.

5. (Proposed by the Board)

Proposal:

Resolution of amendments to the Company's "Procedures for Acquisition or Disposal of Assets"

Description:

(1) It is proposed certain provisions of the Company's "Procedures for Acquisition or Disposal of Assets" shall be amended due to the establishment of the "Audit Committee".
(2) Please refer to Schedule 8, for a comparison of the amendments to the "Procedures for Acquisition or Disposal of Assets".
Resolution: After the Chairman had inquired of all attending shareholders, the above proposal was approved as originally proposed without objection.
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(Proposed by the Board)

Proposal:

Election of all directors

Description:

(1) As the term of the incumbent directors and supervisors of the Company will expire on June 18, 2015, it is proposed new directors shall be elected at the 2015 regular shareholders' meeting.
(2) According to the Articles of Incorporation, five to nine directors may be elected. It is proposed nine directors (including three independent directors) shall be elected.
(3) New directors (including independent directors) shall have a term of three years from June 29, 2015 to June 28, 2018.
(4) To improve corporate governance, it is proposed the Company shall form an Audit Committee made up of all the independent directors in lieu of supervisors according to Article 16-1 of the Articles of Incorporation and Article 14-4 of the Securities and Exchange Act. After the establishment of the Audit Committee, the Company will no longer have supervisors.
(5) Below is the list of the independent director candidates approved at the Company's board of directors' meeting on May 13, 2015, and their academic background, work experiences, and shareholdings:

PRIMAX ELECTRONICS LTD.

List of the Independent Director Candidates

Name of Candidates	Education	Experience	Current Position	Shares
Ku, Tai-Jau	Bachelor of the College of Management, National Taiwan University	 Taiwan Stock Exchange / Vice President  Taiwan Semiconductor Manufacturing Company, Ltd / Director  Wafer Tech, LLC / Directorof Treasury	 Primax Electronics Limited /Independent Director	0
Way, Yung-Do	Master of Business Administration, The University of Georgia , USA	 Deloitte & Touche / Chairman  Deloitte & Touche / Honorary Chairman  United Way of Taiwan / President	 Synnex Technology International Corp. / Independent Director  Taiwan Cement Corp. / Independent Director  Far Eastern Department Stores Ltd. / Independent Director  Wowprime Corp. / Director  MiTAC Holdings Corporation / Representative Director  Vanguard International Semiconductor Co. / Representative Director  Sercomm Corp. / Representative Supervisor  Chilisin Electronics Corp. / Representative Supervisor  Iron Force Industrial Co., Ltd. / Supervisor  YCSYCo.,Ltd. / Chairman	500,000

Cheng, Chih-Kai	MBA, National Chiao-Tung University	 Acorn Pacific Ventures / Co-Founder and Partner  Harbinger Venture Management / Co-Founder and General Partner  Synnex Corporation (USA) / Senior Vice President	 Astron Material (Taiwan) / Director of the board  Crown BioScience (Cayman Island) / Director of the board  Eureka Therapeutics / Director  B Current Impact Investment / Co-Founder and President	0

(6) The election shall be conducted according to the Company's "Rules for Election of Directors and Supervisors".

Voting Results:

Thelist ofthenewly elected directors withvotesreceivedfollows:	Thelist ofthenewly elected directors withvotesreceivedfollows:	Thelist ofthenewly elected directors withvotesreceivedfollows:
	Title Shareholder No. / I.D. Name	Votes Received

Thelist ofthenewly elected directors withvotesreceivedfollows:	Thelist ofthenewly elected directors withvotesreceivedfollows:	Thelist ofthenewly elected directors withvotesreceivedfollows:	Thelist ofthenewly elected directors withvotesreceivedfollows:
Title	Shareholder No. / I.D.	Name	Votes Received
Director	1	Liang, Li-Sheng	382,517,569
Director	5	Yang, Hai-Hung	309,994,684
Director	79	Yang, Tze-Ting	206,812,107
Director	53	Pan, Yung-Tai	206,811,699
Director	52	Pan, Yung-Chung	206,811,030
Director	34	Tsao, Chung-Feng	206,810,467
Independent Director	J1000*	Ku, Tai-Jau	98,955,359
Independent Director	94	Way, Yung-Do	94,566,804
Independent Director	A1041*	Cheng, Chih-Kai	94,336,984

7. (Proposed by the Board)

Proposal:

Resolution of removal of the non-compete restrictions on the newly appointed directors

Description:

(1) According to Article 209 of the Company Act, a director who conducts business within the business scope of the Company for himself or others shall explain to the meeting of shareholders the essential contents of such an act and secure its approval.
(2) To draw on the expertise and relevant experience of the Company's directors to the benefit of the Company, it is proposed to remove the non-compete restrictions on the Company's newly appointed directors subject to approval at the shareholders' meeting.
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New directors who conduct business within the business scope of the Company for himself or others are illustrated as follows:

Title	Name	Name of other companies andpositions	Name of other companies andpositions
		Name of Company	Positions
Director	Liang, Li-Sheng	Primax Industries (Cayman Holding) Ltd.	Director
		Primax Technology(Cayman Holding) Ltd.	Director
		Primax Industries (HongKong) Ltd.	Director
		Polaris Electronics, Incorporation	Director
		DestinyTechnologyHoldingCompanyLtd.	Director
		Diamond(Cayman) Holdings Ltd.	Representative Director
		Beijing Destiny Electronic Technology Co., Ltd.(PRC）	Chairman
		TymphanyWorldwide Enterprises Ltd.	Representative Director
		Global Tek Fabrication Co., Ltd.	Representative Director and Chairman
		Alpine Asia Investment Ltd.	Director
Director	Yang, Hai-Hung	Primax Industries (Cayman Holding) Ltd.	Director
		Primax Technology(Cayman Holding) Ltd.	Director
		Primax Industries (HongKong) Ltd.	Director
		Polaris Electronics, Incorporation	Director
		Primax Electronics(Kun Shan) Corp. Ltd.	Representative Director & Executive Director
		Primax Electronics(Chong Qing) Corp. Ltd.	Representative Director & Executive Director
		TymphanyWorldwide Enterprises Ltd.	Representative Director
		Global Tek Fabrication Co., Ltd.	Representative Director
		Campbell TechnologyCorporation	Director
Director	Pan, Yung-Chung	Primax DestinyCo., Ltd.	Director
		Primax Electronics Korea Co., Ltd.	Director
		TymphanyWorldwide Enterprises Ltd.	Representative Director
		TYP Enterprises, Inc.	Director
		TymphanyHK Ltd.	Director
		TymphanyAustralia PtyLtd.	Director
Director	Pan, Yung-Tai	Tymphany Worldwide Enterprises Ltd.	Representative Director
Director	Yang, Tze-Ting	Chailease HoldingCo.,Ltd.	Chief Audit Officer
		Chailease Finance Co.,Ltd.	Supervisor
		Fina Finance & TradingCo.,Ltd.	Supervisor
Independent Director	Way, Yung-Do	Synnex TechnologyInternational Corp.	Independent Director
		Taiwan Cement Corp.	Independent Director

		Far Eastern Department Stores Ltd.	Independent Director
		Wowprime Corp.	Director
		MiTAC Holdings Corporation	Representative Director
		Vanguard International Semiconductor Co.	Representative Director
		Sercomm Corp.	Representative Supervisor
		Chilisin Electronics Corp.	Representative Supervisor
		Iron Force Industrial Co.,Ltd.	Supervisor
		YCSY Co.,Ltd.	Chairman
Independent Director	Cheng, Chih-Kai	Astron Material(Taiwan)	Director
		Crown BioScience(Cayman Island)	Director
		Eureka Therapeutics(California)	Director
		B Current Impact Investment	Co-Founder and President

Resolution: After the Chairman had inquired of all attending shareholders, the above proposal was approved as originally proposed without objection.

F. Extempore Motion: None.
G. The meeting was adjourned at 10:29 a.m.
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�Schedule 1�

Business Report

The hot sales of digital communication products worldwide and the strong confidence of the consumers in 2014 are reflected in the purchase orders and production momentum in the industry supply chain of the year. It was echoed with the prevalent use of smart phones and the change in the habit of the consumers, which triggered a strong demand for wireless acoustic products. In this favorable environment, PRIMAX revenue had surged to a record high in FY 2014. Furthermore, the massive capacity expansion activated in 2014 is about to be accomplished in this year. After the expansion, the production capacity can support the rapid growth in demand for camera modules and acoustic products. In January 2015, PRIMAX acquired 30% of the shareholdings of GLOBALTEK, a manufacturer of automobile and aerospace precision machinery. In the future, the company can outreach to different applications and platforms through the current product lines of GLOBALTEK. By then, the company will be able to utilize its corporate resources more effectively and increase the overall revenue and profit. The following is the report on our operation.

1. 2014 Financial Performance

(1) Financial Results

The company had net sales revenue amounting to NT$42,356,385 thousand in FY 2014, which indicated growth of 14% from the same period of FY 2013. The consolidated net sales revenue of the whole business group amounted to NT$52,239,777 thousand in FY 2014, which indicated growth of 23% from the same period of FY 2013. The consolidated corporate earnings amounted to NT$1,608,967 thousand, which indicated growth of 141% from the same period of FY 2013.

(2) Cash Flow Analysis

Unit�NT$ thousand

			Unit�NT$ thousand
Account	2014	2013	Change in the amount
Net cash inflow (outflow) fromoperating activities	3,354,195	2,991,012	363,183
Net cash inflow (outflow) from investing activities	(3,756,779)	(722,280)	(3,034,499)
Net cash inflow (outflow) from financing activities	2,279,602	87,632	2,191,970

(3) Profitability Analysis

Profitability Analysis
Account	2014	2013
Returnon Equity (%)	18.03	9.05
OperatingIncome toPaid-inCapital(%)	42.10	16.02
Profit beforeTaxtoPaid-inCapital(%)	47.11	21.01
NetProfitMargin(%)	3.08	1.58
Earnings perShare (Dollars)	3.57	1.55

(4) R&D Investments

The PRIMAX group has devoted NT$ 1,893,251 thousand in FY 2014 to Research and Development, including the development and design of new product and the production process improvement.

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2. Business Strategy and Technology Developments

The company operates in the acute competitive and fast changing environment of the electronic industry. The challenge is echoed with the change in the global macroeconomic environment and the challenges from the industry competitors. Yet, the company can keep abreast of the mainstream market trend of technologies. With stable paces in operation, and the principle of “Customer Foremost, Quality First”, the company provides services to the satisfaction of the customers for creating stable profit. In the future, the IT industry will develop towards cloud computing technology, mobile device, and digital home. PRIMAX will spare no effort in fortifying the research and development of key technologies, such as RFID, touch activation technology, backlight keyboard, cable/wireless acoustics, and high-end camera module encapsulation process. PRIMAX aims at the development of high-end product market and the proactive development of new products for enriching its product lines. Under the diversification strategy in FY 2015, PRIMAX expects further growth in revenue and gross profit.

In production, the company launched massive capacity expansion in FY 2015 for meeting the growth in demand of products under performance growth in the year, the development needs of products, the diversification of concentration risk in a single market, and response to the change in the labor market in Mainland China. It is expected that the expansion will be accomplished in this year. By then, PRIMAX can provide high capacity and high quality production support. In the future, the plant sites in Dongguan, Chongqing, Kunshan, and Huizhou will be the four major production bases. PRIMAX will fortify its production capability and optimize its allocation of production capacity.

In sales, the 2 major business groups of PRIMAX have development strategies elaborated below. The computer peripherals group is in a market with well-developed products. The upgrade of product quality and reduction of production cost will be sustained. It will be supported by the development of new application technologies and corresponding new products to meet the needs in different markets. For the non-computer peripherals group, which runs camera modules, printers, and cable/wireless acoustics, will also make effort in the development of new products and technologies. It also maintains high level of product R&D capability for development of new accounts quickly and increase market share. Through the in-house development or acquisition of advanced technologies from vertical integration, the company seeks to accelerate its affiliation with world-class front line products for business and profit growth as the intermediate and long-term goal. The company also seeks to extend its current product portfolios and technologies to different applications and platforms as the objective for long-term development.

Chairman : Liang, Li-Sheng

General Manager : Yang, Hai-Hung

Accounting Manager : Pan, Yen-Jen

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�Schedule 2�

Supervisor Audit Report

To: Shareholders' Meeting of Primax Electronics Ltd.

Among the Company's 2014 Business Report, Financial Statements and Proposal for Distribution of Earnings prepared and submitted by the Board of Directors, the Financial Statements have been fully audited by KPMG Taiwan, appointed by the Board of Directors, which has issued the audit report.

The supervisors have audited the above Business Report, Financial Statements and Proposal for Distribution of Earnings and determined they are in compliance with the Company Act and other applicable laws and regulations and therefore issue this report pursuant to the provisions of Article 219 of the Company Act. I hereby submit this report.

Supervisor: Tsai, You-Wei

Supervisor: Shyu, Ciang-Chan

Supervisor: Chang, Te-Tsai

Date: March 24, 2015

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�Schedule 3�

Independent Auditors’ Report

The Board of Directors Primax Electronics Ltd.:

We have audited the accompanying balance sheets of Primax Electronics Ltd. as of December 31, 2014 and 2013, and the related statements of comprehensive income, changes in stockholders’ equity, and cash flows for the years ended December 31, 2014 and 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of the Company’s investee company Tymphany Worldwide Enterprises Ltd., which was accounted for under the equity method. Those financial statements were audited by other auditors, and our opinion, insofar as it relates to that investment, is based solely on the reports of the other auditors. The Company’s investment in Tymphany Worldwide Enterprises Ltd. amounted to $2,702,548 thousand, constituting 12% of the total assets, as of December 31, 2014. The related share of profit of associates accounted for using the equity method amounted to $149,981 thousand, constituting 9% of the net profit before tax, for the year ended December 31, 2014.

We conducted our audits in accordance with auditing standards generally accepted in the Republic of China. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of other auditors, the accompanying financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of Primax Electronics Ltd. as of December 31, 2014 and 2013, and the results of its operations and cash flows for the years then ended, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

March 24, 2015

The accompanying financial statements are intended only to present the financial position, results of operations, and cash flows in accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuer and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally accepted and applied in the Republic of China.

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

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December 31, 2013	Amount %		658,900 4	1,438 -	6,053,996 39		35,324 -	218,552 2	975,048 6	58,771 -		- -	8,002,029 51		- -	85,429 -	115,114 1	200,543 1	8,202,572 52		4,335,733 28	3,796 -	648,747 4	389,998 2	138,192 1	1,957,522 12	67,579 1	7,541,567 48	15,744,139 100
December 31, 2014	Amount %		$ 2,148,800 9	7,493 -	8,026,918 36		22,902 -	387,912 2	902,386 4	60,855 -		600,000 3	12,157,266 54		900,000 4	128,204 -	217,055 1	1,245,259 5	13,402,525 59		4,346,578 19	38,903 -	673,543 3	456,853 2	97,300 1	3,132,488 14	404,848 2	9,150,513 41	$ 22,553,038 100
December 31, 2013	Amount % Liabilities and equity	Current liabilities:	1,586,671 10 Short-term borrowings (note 6(j))	Notes and accounts payable	34,014 - Accounts payable–related parties (note 7)	6,671,280 43 Financial liabilities at fair value through profit or	loss–current (note 6(b))	288,959 2 Salary payable (note 6(p))	50,215 - Other payables (note 7)	1,787,705 11 Other current liabilities	40,784 - Current portion of long-term borrowings	10,459,628 66 (note 6(k))		Non-current liabilities:	Long-term borrowings (note 6(k))	33,918 - Guarantee deposits	Other non-current liabilities (notes 6(m) and (n))	4,745,311 30	63,517 1 Total liabilities	265,829 2	46,479 - Common stock (note 6(o))	59,950 - Capital collected in advance (note 6(o))	69,507 1 Capital surplus (note 6(o))	5,284,511 34 Legal reserve (note 6(o))	Special reserve (note 6(o))	Unappropriated retained earnings (note 6(o))	Other equity	Total equity	15,744,139 100 Total liabilities and equity
December 31, 2014	Amount %		$ 3,001,879 13		21,165 -	7,580,133 34		1,102,500 5	9,664 -	1,458,489 7	23,765 -	13,197,595 59				275,536 2		8,596,698 38	61,287 -	262,269 1	37,997 -	64,021 -	57,635 -	9,355,443 41					$ 22,553,038 100
	Assets	Current assets:	Cash and cash equivalents (note 6(a))	Financial assets at fair value through profit or loss–	current (note 6(b))	Accounts receivable (note 6(d))	Accounts receivable–related parties (notes 6(d)	and 7)	Other receivables (note 6(d))	Inventories, net (note 6(e))	Other current assets			Non-current assets:	Available-for-sale financial assets–non-current	(note 6(c))	Investments accounted for using equity method	(note 6(f))	Property, plant and equipment (note 6(g))	Investment property, net (note 6(h))	Intangible assets (note 6(i))	Deferred tax assets (note 6(n))	Other non-current assets						Total assets

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PRIMAX ELECTRONICS LTD.

Statements of Comprehensive Income

For the years ended December 31, 2014 and 2013 (expressed in thousands of New Taiwan dollars, except earnings per share)

2014	2013
Amount 42,356,385 39,690,606 2,665,779 643,337 388,961 880,132 1,912,430 753,349 27,467 120,397 949,194 (217,073 ) 879,985 1,633,334 88,644 1,544,690 322,245 945 3,344 - 326,534 1,871,224	Amount 37,257,934 34,786,323 2,471,611 599,993 283,352 850,485 1,733,830 737,781 12,214 118,411 9,687 (18,802 ) 121,510 859,291 190,743 668,548 238,039 (238) 1,240 - 239,041 907,589	%
		100 93 7 2 1 2 5 2 - - - - - 2 - 2 - - - - - 2 1.55
		1.53

15 -

							Total equity	7,224,867	668,548	239,041	907,589		-	-	(647,019)	-	5,418	9,127	37,731	3,854	7,541,567	1,544,690	326,534	1,871,224		-	-	(347,105)	-	-	21,751	14,487	48,589	-		9,150,513
Exchange	Capital Retained earnings differences on		translation of	foreign Unrealized	Capital Unappropriated operation’s gains (losses) on Unearned	Common collected Capital Legal Special retained financial available-for-sale employee	stock in advance surplus reserve reserve earnings statements financial assets compensation	Balance on January 1, 2013 $ 4,269,698 22,794 607,334 264,990 97,300 2,100,653 (137,902) - -	Net income in 2013 - - - - - 668,548 - - -	Other comprehensive income in 2013 - - - - - 1,240 238,039 (238 ) -	Comprehensive income in 2013 - - - - - 669,788 238,039 (238 ) -	Appropriation and distribution of retained earnings (note 1):	Legal reserve - - - 125,008 - (125,008) - - -	Special reserve - - - - 40,892 (40,892) - - -	Cash dividends - - - - - (647,019) - - -	Issuance of restricted stock 16,360 - 21,378 - - - - - (37,738)	Amortization expense of restricted stock - - - - - - - - 5,418	Compensation cost of share-based payment - - 9,127 - - - - - -	Exercise of employee share options - 37,731 - - - - - - -	Issuance of common stock for employee stock options and abandonment 49,675 (56,729 ) 10,908 - - - - - -	Balance on December 31, 2013 4,335,733 3,796 648,747 389,998 138,192 1,957,522 100,137 (238) (32,320)	Net income in 2014 - - - - - 1,544,690 - - -	Other comprehensive income in 2014 - - - - - 3,344 322,245 945 -	Comprehensive income in 2014 - - - - - 1,548,034 322,245 945 -	Appropriation and distribution of retained earnings (note 2):	Legal reserve - - - 66,855 - (66,855) - - -	Special reserve - - - - (40,892) 40,892 - - -	Cash dividends - - - - - (347,105) - - -	Issuance of restricted stock 3,550 - 11,576 - - - - - (15,126)	Retirement of restricted stock (3,200) - (4,254) - - - - - 7,454	Amortization expense of restricted stock - - - - - - - - 21,751	Compensation cost of share-based payment - - 14,487 - - - - - -	Exercise of employee stock options - 48,589 - - - - - - -	Issuance of common stock for employee stock options and abandonment 10,495 (13,482 ) 2,987 - - - - - -		Balance on December 31, 2014 $ 4,346,578 38,903 673,543 456,853 97,300 3,132,488 422,382 707 (18,241 )	Note 1: Directors’and supervisors’remuneration of $21,000 and employee bonuses of $54,000 have been deducted from the statement of comprehensive income for 2012.	Note 2: Directors’and supervisors’remuneration of $12,000 and employee bonuses of $32,000 have been deducted from the statement of comprehensive income for 2013.

16 -

PRIMAX ELECTRONICS LTD.

Statements of Cash Flows

For the years ended December 31, 2014 and 2013

(expressed in thousands of New Taiwan dollars)

Cash flows from operating activities: Income before income taxes Adjustments: Adjustments to reconcile profit (loss): Depreciation and amortization Losses (gains) related to inventories Provision (reversal of provision) for bad debt allowance and sales returns and allowances Interest expenses Interest income Compensation cost of share-based payment Amortization expense of restricted stock Share of profit of associates accounted for using equity method Gain on disposal of property, plant and equipment Gain on disposal of financial assets Impairment loss on financial assets Changes in operating assets and liabilities: Accounts receivable (including related parties) Other receivables Inventories Other current assets Other Changes in operating assets Notes and accounts payable (including related parties) Salary payable Other payables Other current liabilities Other non-current liabilities Other Changes in operating liabilities Changes in operating assets and liabilities Adjustments Cash flows from operations Interest received Interest paid Income taxes paid Net cash flows provided by operating activities Cash flows from investing activities: Acquisition of available-for-sale financial assets Refund from capital reduction of available-for-sale financial assets Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of other deferred assets Increase in refundable deposits Other Net cash flows used in investing activities Cash flows from financing activities: Increase in short-term borrowings Increase in long-term borrowings Increase in guarantee deposits Cash dividends Exercise of employee stock options Net cash flows provided by financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year		2014 1,633,334 41,404 63,376 23,746 60,684 (17,500) 8,523 21,751 (949,194) (921) (4,134) 3,500 (748,765 ) (1,746,140) 40,551 265,840 17,019 8,778 (1,413,952 ) 1,978,977 175,018 101,680 2,084 63,143 29,720 2,350,622 936,670 187,905 1,821,239 17,500 (60,621) (263,049 ) 1,515,069 (245,600) 4,616 (2,578,698) (12,623) 2,126 (5,337) 1,531 (35 ) (2,834,020 ) 1,489,900 1,500,000 42,775 (347,105) 48,589 2,734,159 1,415,208 1,586,671 3,001,879		2013 859,291 47,838 21,376 (9,244) 16,538 (2,736) 9,903 5,418 (9,687) - - - 79,406 (543,788) 152,646 127,706 35,838 (18,012 ) (245,610 ) 713,211 (37,914) (165,062) (134,998) - 29,940 405,177 159,567 238,973 1,098,264 2,736 (16,448) (97,758 ) 986,794 - - (719,576) (21,687) - (10,275) - (1,026 ) (752,564 ) 658,900 - 38,243 (647,019) 37,731 87,855 322,085 1,264,586 1,586,671
	$ $

See accompanying notes to financial statements.

17 -

Independent Auditors’ Report

The Board of Directors Primax Electronics Ltd.:

We have audited the accompanying consolidated balance sheets of Primax Electronics Ltd. and its subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of comprehensive income, changes in stockholders’ equity, and cash flows for the years ended December 31, 2014 and 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We did not audit the financial statements of Tymphany Worldwide Enterprises Ltd., and its financial statements were audited by the other auditors. Our audits, insofar as Tymphany Worldwide Enterprises Ltd. is concerned, are based solely on the reports of the other auditors. As of December 31, 2014, the assets of Tymphany Worldwide Enterprises Ltd. amounted to NT$3,256,659 thousand, constituting 10% of the consolidated total assets. From January 10 to December 31, 2014, the operating revenue of Tymphany Worldwide Enterprises Ltd. amounted to NT$6,277,916 thousand, constituting 12% of the consolidated operating revenue.

We conducted our audits in accordance with auditing standards generally accepted in the Republic of China. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of other auditors, the accompanying consolidated financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of Primax Electronics Ltd. and its subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the years then ended, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and SIC Interpretations endorsed by the Financial Supervisory Commission in the Republic of China.

18 -

Primax Electronics Ltd. has prepared annual individual financial reports as of and for the years ended December 31, 2014 and 2013, on which we have issued a modified unqualified opinion.

March 24, 2015

The accompanying consolidated financial statements are intended only to present the financial position, results of operations, and cash flows in accordance with the International Financial Reporting Standards and interpretations endorsed by the Financial Supervisory Commission in the Republic of China. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

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

19 -

			December 31, 2013	Amount %		658,900 3	10,446,627 49		37,981 -	659,589 3	1,931,680 9	93,998 -		- -	13,828,775 64		- -	87,463 -	133,117 1	220,580 1	14,049,355 65			4,335,733 20	3,796 -	648,747 3	389,998 2	138,192 1	1,957,522 9	67,579 -	- -	7,541,567 35	21,590,922 100
			December 31, 2014	Amount %		$ 2,148,800 7	12,613,211 41		80,590 -	1,055,208 3	2,628,533 9	128,415 -		600,000 2	19,254,757 62		900,000 3	161,894 1	398,375 1	1,460,269 5	20,715,026 67			4,346,578 14	38,903 -	673,543 2	456,853 2	97,300 -	3,132,488 10	404,848 1	1,158,234 4	10,308,747 33	$ 31,023,773 100
Consolidated Balance Sheets	December 31, 2014 and 2013	(expressed in thousands of New Taiwan dollars)	December 31, 2014 December 31, 2013	Amount % Amount % Liabilities and equity	Current liabilities:	$ 6,814,023 22 4,786,865 22 Short-term borrowings (note 6(j))	Notes and accounts payable	96,285 - 34,855 - Financial liabilities at fair value through profit or	10,453,148 34 7,824,854 36 loss–current (note 6(b))	Salary payable (note 6(p))	60,581 - - - Other payables	370,254 1 349,163 2 Other current liabilities	4,810,978 15 4,161,107 20 Current portion of long-term borrowings	473,067 2 228,576 1 (note 6(k))	23,078,336 74 17,385,420 81	Non-current liabilities:	Long-term borrowings (note 6(k))	Guarantee deposits	292,916 1 54,883 - Other non-current liabilities (notes 6(m) and (n))	3,935,145 13 3,389,048 16	262,269 1 265,829 1 Total liabilities	2,916,644 10 46,479 -	154,691 - 152,932 1 Equity attributable to stockholders of parent:	383,772 1 296,331 1 Common stock (note 6(o))	7,945,437 26 4,205,502 19 Capital collected in advance (note 6(o))	Capital surplus (note 6(o))	Legal reserve (note 6(o))	Special reserve (note 6(o))	Unappropriated retained earnings (note 6(o))	Other equity	Non-controlling interests	Total equity	$ 31,023,773 100 21,590,922 100 Total liabilities and equity
				Assets	Current assets:	Cash and cash equivalents (note 6(a))	Financial assets at fair value through profit or loss–	current (note 6(b))	Notes and accounts receivable, net (note 6(d))	Accounts receivable–related parties, net	(notes 6(d) and 7)	Other receivables (note 6(d))	Inventories, net (note 6(e))	Other current assets (note 8)			Non-current assets:	Available-for-sale financial assets–non-current	(note 6(c))	Property, plant and equipment (note 6(g))	Investment property, net (note 6(h))	Intangible assets (note 6(i))	Deferred tax assets (note 6(n))	Other non-current assets (note 8)									Total assets

20 -

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income

For the years ended December 31, 2014 and 2013 (expressed in thousands of New Taiwan dollars, except earnings per share)

2014	2013
Amount 52,239,777 46,020,978 6,218,799 1,423,129 1,072,677 1,893,251 4,389,057 1,829,742 290,465 150,323 (222,949 ) 217,839 2,047,581 438,614 1,608,967 337,984 945 3,344 - 342,273 1,951,240 1,544,690 64,277 1,608,967 1,871,224 80,016 1,951,240	Amount 42,319,988 38,567,293 3,752,695 1,023,599 696,153 1,338,499 3,058,251 694,444 176,503 59,451 (19,646 ) 216,308 910,752 242,198 668,554 238,065 (238) 1,240 - 239,067 907,621 668,548 6 668,554 907,589 32 907,621	%
		100 91 9 2 2 3 7 2 - - - - 2 - 2 - - - - - 2 2 - 2 2 - 2 1.55 1.53

See accompanying notes to consolidated financial statements.

21 -

					Non-	controlling	interests Total equity	771 7,225,638	6 668,554	26 239,067	32 907,621		- -	- -	- (647,019)	- -	- 5,418	- 9,127	- 37,731	- 3,854	(803 ) (803 )	- 7,541,567	64,277 1,608,967	15,739 342,273	80,016 1,951,240		- -	- -	- (347,105)	- -	- -	- 21,751	18 14,505	- 48,589	- -	1,078,200 1,078,200	1,158,234 10,308,747
							Total	7,224,867	668,548	239,041	907,589		-	-	(647,019)	-	5,418	9,127	37,731	3,854	-	7,541,567	1,544,690	326,534	1,871,224		-	-	(347,105)	-	-	21,751	14,487	48,589	-	-	9,150,513
Equity attributable to stockholders of parent	Exchange	Capital Retained earnings differences on	translation of	foreign Unrealized	Capital Unappropriated operation’s gains (losses) on Unearned	Common collected Capital Legal Special retained financial available-for-sale employee	stock in advance surplus reserve reserve earnings statements financial assets compensation	$ 4,269,698 22,794 607,334 264,990 97,300 2,100,653 (137,902) - -	- - - - - 668,548 - - -	- - - - - 1,240 238,039 (238 ) -	- - - - - 669,788 238,039 (238 ) -		- - - 125,008 - (125,008) - - -	- - - - 40,892 (40,892) - - -	- - - - - (647,019) - - -	16,360 - 21,378 - - - - - (37,738)	- - - - - - - - 5,418	- - 9,127 - - - - -	- 37,731 - - - - - -	49,675 (56,729) 10,908 - - - - - -	- - - - - - - - -	4,335,733 3,796 648,747 389,998 138,192 1,957,522 100,137 (238) (32,320)	- - - - - 1,544,690 - - -	- - - - - 3,344 322,245 945 -	- - - - - 1,548,034 322,245 945 -		- - - 66,855 - (66,855) - - -	- - - - (40,892) 40,892 - - -	- - - - - (347,105) - - -	3,550 - 11,576 - - - - - (15,126)	(3,200) - (4,254) - - - - - 7,454	- - - - - - - - 21,751	- - 14,487 - - - - - -	- 48,589 - - - - - - -	10,495 (13,482) 2,987 - - - - - -	- - - - - - - - -	$ 4,346,578 38,903 673,543 456,853 97,300 3,132,488 422,382 707 (18,241 )
								Balance on January 1, 2013	Net income in 2013	Other comprehensive income in 2013	Comprehensive income in 2013	Appropriation and distribution of retained earnings:	Legal reserve	Special reserve	Cash dividends	Issuance of restricted stock	Amortization expense of restricted stock	Compensation cost of share-based payment	Exercise of employee share options	Issuance of common stock for employee stock options and abandonment	Changes in non-controlling interests	Balance on December 31, 2013	Net income in 2014	Other comprehensive income in 2014	Comprehensive income in 2014	Appropriation and distribution of retained earnings:	Legal reserve	Special reserve	Cash dividends	Issuance of restricted stock	Retirement of restricted stock	Amortization expense of restricted stock	Compensation cost of share-based payment	Exercise of employee stock options	Issuance of common stock for employee stock options and abandonment	Changes in non-controlling interests	Balance on December 31, 2014

22 -

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2014 and 2013

(expressed in thousands of New Taiwan dollars)

Cash flows from operating activities: Income before income taxes Adjustments: Adjustments to reconcile profit (loss): Depreciation and amortization Losses (gains) related to inventories Provision (reversal of provision) for bad debt allowance and sales returns and allowances Impairment losses on property, plant and equipment Interest expenses Interest income Compensation cost of share-based payment Other Changes in operating assets and liabilities: Notes and accounts receivable Accounts receivable–related parties Other receivables–current and non-current Inventories Other current assets Other Changes in operating assets Notes and accounts payable Salary payable Other payables Other current liabilities Other Changes in operating liabilities Changes in operating assets and liabilities Adjustments Cash flows from operations Interest received Interest paid Income taxes paid Net cash flows provided by operating activities Cash flows from investing activities: Acquisition of subsidiary (minus cash acquired) Acquisition of available-for-sale financial assets Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of other deferred assets Other Net cash flows used in investing activities Cash flows from financing activities: Increase in short-term borrowings Increase in long-term borrowings Increase in guarantee deposits Cash dividends Exercise of employee stock options Net cash flows provided by financing activities Effect of foreign currency exchange translation Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year		2014 2,047,581 1,192,885 (26,788) 25,956 33,178 66,560 (275,451) 30,974 (11,974 ) 1,035,340 (1,400,687) (60,581) 159,723 111,714 (94,880) (32,461 ) (1,317,172 ) 953,446 400,939 262,102 (60,316) 202,578 1,758,749 441,577 1,476,917 3,524,498 275,451 (66,497) (379,257 ) 3,354,195 (2,329,526) (245,600) (1,131,498) 36,818 (77,700) (9,273 ) (3,756,779 ) 1,083,965 1,419,722 74,431 (347,105) 48,589 2,279,602 150,140 2,027,158 4,786,865 6,814,023		2013 910,752 1,113,302 352,229 (8,619) 120,948 17,382 (161,252) 15,466 15,019 1,464,475 (671,547) - 107,575 522,118 61,262 (33,743 ) (14,335 ) 904,247 (14,611) (122,626) (133,746) 6,057 639,321 624,986 2,089,461 3,000,213 161,252 (17,292) (153,161 ) 2,991,012 - - (865,411) 164,879 (16,666) (5,082 ) (722,280 ) 658,900 - 38,020 (647,019) 37,731 87,632 17,063 2,373,427 2,413,438 4,786,865
	$ $

23 - See accompanying notes to consolidated financial statements.

�Schedule 4�

PRIMAX ELECTRONICS LTD.

Comparison of Amendments to the Articles of Incorporation

Article No.	Amended Content	Amended Content	Current Content	Reason for Amendment and Explanation
Article 6	When the Company issues new stock, all shares for that issuance may be printed in one printing in accordance with Article 162-1 of the Company Act, and shall be deposited with the centralized securities depository enterprise. Alternatively, if the Company does not need to print shares for its issued stock in accordance with Article 162-2 of the Company Act, must register stock with the centralized securities depository enterprise.		The Company’s stock shall generally be registered, and at least three of the Company’s directors shall sign or affix their seals, and affix	Amendment in accordance with actual needs
			the Company's seal and serial numbers to the shares. Stock shall be issued after attestation by the competent authority or an issuance attestation organization approved by the competent authority. Stock shall be issued after attestation by the competent authority. When the Company issues new stock after becoming a public company, all shares for that issuance may be printed in one printing in accordance with Article 162-1 of the Company Act, and shall be deposited with the centralized securities depository enterprise. Alternatively, if the Company does not need to print shares for its issued stock in accordance with Article 162-2 of the Company Act, must register stock with the centralized securities depository enterprise.
Article 11		Except in the circumstances set forth in the Company Act under which the shares shall have no voting power, shareholders of the Company shall be entitled to one vote for each share they hold.The voting power at a shareholders'meeting may be exercised in writing or by way of electronic transmission. A shareholder who exercises his/her/its voting power at a shareholders meeting in writing or by way of electronic transmission shall be deemed to have attended the said shareholders' meeting in person, but shall be deemed to have waived his/her/its voting power in respective of any extemporary motion(s) and/or the amendment(s) to the contents of the original proposal(s) at the said shareholders'meeting. Such shareholder's declaration of intention shall be dealt with in accordance Article 177-2 of the Company Act.	Except in the circumstances set forth in the Company Act under which the shares shall have no voting power, shareholders of the Company shall be entitled to one vote for each share they hold.	To implement E-voting and amend the relevant provision
Article 16		The Company shall establish a Board consisting of from 5 to 9 persons, all to be elected from among persons with legal capacities by the shareholders for terms of 3 years.A candidate nomination system shall be adopted for the election of directors and the same person may be elected again upon expiry of the term. Among the above-mentioned number of directors, the Company may have at least three andnotless thanone-fifth(1/5) ofthe directors	The Company shall establish a Board consisting of from 5 to 9 persons, all to be elected from among persons with legal capacities by the shareholders for terms of 3 years. The same person may be elected again upon expiry of the term. Among the above-mentioned number of directors, the Company may have at least 2 and not less than one-fifth (1/5) of the directors as independent directors, who shall be elected by the shareholders underthe candidate	To implement E-voting and amend the relevant provision

24 -

Reason for Amendment Current Content and Explanation nomination system. The professional qualifications, shareholding, restrictions on serving other functions, determination of independence, method of nomination and election and other compliance matters with regard to independent directors shall be in accordance with relevant rules of the competent authority. The directors and supervisors of the Company shall be elected in accordance with the internal Rules for Election of Directors and Supervisors.

Article Amended Content No. as independent directors, who shall be elected by the shareholders under the candidate nomination system. The professional qualifications, shareholding, restrictions on serving other functions, determination of independence, method of nomination and election and other compliance matters with regard to independent directors shall be in accordance with relevant rules of the competent authority. The directors of the Company shall be elected in accordance with the Rules for Election of Directors of the Company.

The total number of registered shares of the Company that may be held by all directors and supervisors shall follow the standard established in accordance with the “Guidelines for Shareholding Percentage by Directors and Supervisors of Publicly Traded Companies and Audit Practice” promulgated by the competent authority.

The total number of registered shares of the Company that may be held by all directors shall follow the standard established in accordance with the “Guidelines for Shareholding Percentage by Directors and Supervisors of Publicly Traded Companies and Audit Practice” promulgated by the competent authority.

The Company may establish a remuneration The Company may establish a remuneration committee or other functional committees in committee or other functional committees in accordance with actual needs. accordance with actual needs. Article The Company shall establish an audit committee When the Company establishes an audit Audit in accordance with Article 14-4 of the Securities committee in accordance with the law, (that is, Committee to 16-1 and Exchange Act, which shall be responsible such committee shall be composed of the entire be established for exercising such powers and duties of number of independent directors, which shall in lieu of supervisors specified in the Company Act, the not be fewer than three persons in number, and supervisors Securities and Exchange Act and other laws. at least one of whom shall have accounting or and financial expertise), its supervisors shall be amendments The audit committee shall be composed of the discharged immediately and Articles hereof to relevant entire number of independent directors, at least with regards to the supervisors shall no longer provision one of whom shall have accounting or financial be applicable. The number and term of office of expertise, and one of whom shall be convener. audit committee members, exercise of powers, A resolution of the audit committee shall have rules of procedure for meetings, and other the concurrence of one-half or more of all relevant matters, shall be handled in accordance members. with relevant requirements of the Regulations Governing the Exercise of Powers by Audit Committees of Public Companies and a separately adopted audit committee charter. Article 18[[Unless otherwise provided by law, meeting of ]] Unless otherwise provided by law, meeting of The same as the Board of Directors shall be called and the Board of Directors shall be called and above reason. chaired by its Chairman. In case the Chairman chaired by its Chairman. In case the Chairman of the Board of Directors is on leave or absent of the Board of Directors is on leave or absent or can not exercise his/her power and authority or can not exercise his/her power and authority for any cause, the Chairman of the Board of for any cause, the Chairman of the Board of Directors shall designate one of the directors to Directors shall designate one of the directors to act on his/her behalf. In the absence of such a act on his/her behalf. In the absence of such a designation, the directors shall elect from designation, the directors shall elect from among themselves an acting chairman of the among themselves an acting chairman of the Board of Directors. In calling a meeting of the Board of Directors. In calling a meeting of the Boardoardrdd of Directors,f Directors,ectors,rs,s, a notice noticeoticeicece shall behall beall bell bebe given toiven toven ton toto Board of Directors, a notice shall be given to

Article 18[[Unless otherwise provided by law, meeting of ]] the Board of Directors shall be called and chaired by its Chairman. In case the Chairman of the Board of Directors is on leave or absent or can not exercise his/her power and authority for any cause, the Chairman of the Board of Directors shall designate one of the directors to act on his/her behalf. In the absence of such a designation, the directors shall elect from among themselves an acting chairman of the Board of Directors. In calling a meeting of the Boardoardrdd of Directors,f Directors,ectors,rs,s, a notice noticeoticeicece shall behall beall bell bebe given toiven toven ton toto

25 -

Article No.	Amended Content	Amended Content	Amended Content		Current Content	Reason for Amendment and Explanation
	each director no later than 7 days prior to the scheduled meeting date. In the case of emergency, the meeting may be convened at any time. The notice may be delivered in writing, by email or fax.			each directorand supervisor no later than 7 days prior to the scheduled meeting date. In the case of emergency, the meeting may be convened at any time. The notice may besent in writing, by email or fax.
	Chapter V.	Management Personne		Chapter V.	Supervisors	Chapter adjustment
Article 23	The Company shall have general manager responsible for managing all business at the Company in accordance with Board decisions. The general manager shall be appointed or dismissed by a resolution to be adopted by a majority vote of the directors at a meeting of the			The Company has 3 supervisors, all to be elected from among persons with legal capacities by the shareholder meeting for terms of 3 years. The same person may be elected again upon expiry of the term.		Audit Committee to be established in lieu of supervisors� amendments to relevant provision and adjustment the order of provisions
	Board of Directors attended by at least a majority of the entire directors of the Company.

	Chapter VI.		Accounting			Chapter adjustment
Article 24	The Board of Directors shall prepare the following statements at the closing date/end of each fiscal year, and submit them to the general shareholder meeting for recognition: (1) Report on operations; (2) Financial Statements; and (3) Proposal concerning distribution of net profits or action to deal with losses.			The functions of the supervisor(s) shall be: (1) Inspection of accounting results; (2) Inspection of the accounting books and financial conditions of the Company; (3) Investigation of the operations of the Company; and (4) Other functions prescribed by Board resolutions.		Audit Committee to be established in lieu of supervisors� amendments to relevant provision and adjustment the order of provisions
	(1)
	(2)
	(3)

Article25	The Company’s net profit following annual closing, if any, shall be distributed in the following order: 1. Compensate loss; 2. 10% legal reserve, unless the amount of legal reserve has reached the total capital amount; 3. Special reserve in accordance with law and the competent authority; 4. Employee bonus in the amount between 2 to 10% of the balance, and directors'bonuses in the amount not more than 2% of the balance under subsections 1 to 3 above; 5. The balance of the remaining net profit shall combined into an aggregate amount of undistributed surplus, which shall become the aggregate distributable surplus; to be distributed by the Board's distribution proposals and according to the resolution adopted at the shareholders'meeting. If employees’bonuses shall be issued as stock			Supervisors of the Company may attend the meeting of the Board of Directors to their opinions but they have no right to vote.		The same as above reason.

26 -

Article No.	Amended Content	Amended Content	Current Content	Current Content	Current Content	Reason for Amendment and Explanation
	bonuses, such bonuses shall be given to all employees of subordinate companies meeting certain criteria. The Board of Directors is authorized to determine the relevant rules for distribution of such bonuses.
Article 26	Based on the Company’s current environment, growth stage, future capital needs and long term financial planning, and taking into consideration on the interests of shareholders and a balanced dividend; dividend shall be distributed as a stock or cash dividend, but a cash dividend should be no lower than ten percent (10%) of the total shareholder dividend. However, the proportion of the above cash dividend shall be adjusted based on the overall business operations of the current year.		The Company’s supervisors shall be entitled to travel allowances at an amount determined by the Board. The Board shall be authorized to determine the compensation of all supervisors on the basis of the prevailing standards in the industry.			The same as above reason.
Article 27	When the Company issues employee share subscription warrant at the offering price below their market value (net worth of each stock), a special resolution shall be adopted, at a shareholders'meeting, by two-third of the voting		Supervisors of the Company may authorize the Board to purchase liability insurance during the terms of the supervisors to cover the liability for compensation borne by them in accordance with the law within the scope of their duties.			The same as above reason
	rights exercised by the shareholders present at the shareholders'meeting who represent a majority of the outstanding shares of the Company. To transfer shares to employees at less than the average actual share repurchase price, the Company must have, before such transfers, obtained the consent of at least two-thirds of the voting rights present at the most
	recent shareholders meeting attended by shareholders representing a majority of total issued shares.
		Chapter VII. Supplementary Provisions		Chapter VI. Management Personnel		Chapter adjustment
Article 28	Rules for implementation of these Articles of Incorporation may be set up separately.		The			Adjustment to the order of provisions

					Chapter VII. Accounting	The same as above reason.

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Article No.	Amended Content	Current Content	Reason for Amendment and Explanation
Article 29	Provisions of the Company Act shall be referred to for matters not provided for in these Articles of Incorporation.	The Board of Directors shall prepare the following statements at the closing date/end of each fiscal year, submit them to the supervisors for inspection 30 days prior to the general shareholder meeting and then submit them to the	The same as above reason.
		general shareholder meeting for recognition: (1) Report on operations; (2) Financial Statements; and (3) Proposal concerning distribution of net profits or action to deal with losses.
		(1)
		(2)
		(3)

Article 30	These Articles of Incorporation were stablished on March 8, 2006, First amendment was made on April 3, 2007. Second amendment was made on June 13, 2007.	The Company’s net profit following annual closing, if any, shall be distributed in the following order: 1. Compensate loss; 2. 10% legal reserve, unless the amount of legal reserve has reached the total capital amount; 3. Special reserve in accordance with law and the competent authority; 4. Employee bonus in the amount between 2 to 10% of the balance, and directors'and supervisors'bonuses in the amount not more than 2% of the balance under subsections 1 to 3 above; 5. The balance of the remaining net profit shall combined into an aggregate amount of undistributed surplus, which shall become the aggregate distributable surplus; to be distributed by the Board's distribution proposals and according to the resolution adopted at the shareholders'meeting. If employees’bonuses shall be issued as stock bonuses, such bonuses shall be given to all employees of subordinate companies meeting certain criteria. The Board of Directors is authorized to determine the relevant rules for distribution of such bonuses.	The same as above reason and additional information about amendment date
	Third amendment was made on October 5, 2007.
	Fourth amendment was made on November 7, 2007. Fifth amendment was made on December 28, 2007. Sixth amendment was made on August 27, 2009.
	Seventh amendment was made on September 22, 2009. Eighth amendment was made on October 23, 2009. Ninth amendment was made on November 20, 2009. Tenth amendment was made on June 25, 2010. Eleventh amendment was made on June 19, 2012. Twelfth amendment was made on June 25, 2013.
	Thirteenth amendment was made on September 5, 2014. Fourteenth amendment was made on June 29, 2015.
Article 31	Delete	Based on the Company’s current environment, growth stage, future capital needs and long term	Adjustment to the order of provisions
		financial planning, and taking into consideration
		on the interests of shareholders and a balanced dividend; dividend shall be distributed as a stock
		or cash dividend, but a cash dividend should be no lower than ten percent (10%) of the total shareholder dividend. However, the proportion of the above cash dividend shall be adjusted based on the overall business operations of the current year.

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Article No.	Amended Content	Current Content	Current Content	Reason for Amendment and Explanation
Article 32	Delete	When the Company issues employee share subscription warrant at the offering price below their market value (net worth of each stock), a special resolution shall be adopted, at a shareholders'meeting, by two-third of the voting		The same as above reason.
		rights exercised by the shareholders present at the shareholders'meeting who represent a majority of the outstanding shares of the Company. To transfer shares to employees at less than the average actual share repurchase price, the Company must have, before such transfers, obtained the consent of at least two-thirds of the voting rights present at the most
		recent shareholders meeting attended by shareholders representing a majority of total issued shares.
		issued shares.
		Chapter VIII .	Supplementary Provisions	The same as abovereason.
Article 33	Delete	Rules for implementation of these Articles of Incorporation may be set up separately.		The same as above reason.
Article 34	Delete	Provisions of the Company Act shall be referred		The same as above reason.
		to for matters not provided for in these Articles
		of Incorporation.
Article 35	Delete	These Articles of Incorporation were stablished on March 8, 2006, First amendment was made on April 3, 2007. Second amendment was made on June 13, 2007.		The same as above reason.
		Third amendment was made on October 5, 2007.
		Fourth amendment was made on November 7, 2007. Fifth amendment was made on December 28, 2007. Sixth amendment was made on August 27, 2009.
		Seventh amendment was made on September 22, 2009. Eighth amendment was made on October 23, 2009. Ninth amendment was made on November 20, 2009. Tenth amendment was made on June 25, 2010. Eleventh amendment was made on June 19, 2012. Twelfth amendment was made on June 25, 2013.

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�Schedule 5�

PRIMAX ELECTRONICS LTD. Comparison of Amendments to the

Rules for Election of Directors and Supervisors of Primax Electronics Ltd.

Article No.	Amended Content	Current Content	Current Content	Reason for Amendment and Explanation
Title	Rules for Election of Directors	Rules for Election of Directors	and Supervisors	Audit Committee to be established in lieu of supervisors
Article 1	Purpose and Legal Basis To elect and appoint directors in a fair, impartial and open manner, these Rules are established in accordance with the provisions of the Company Act and the Articles of Incorporation with reference to Article 41 of the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies and the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.	Purpose and Legal Basis To elect and appoint directorsand supervisors in a fair, impartial and open manner, these Rules are established in accordance with the provisions of the Company Act and the Articles of Incorporation with reference to Article 41 of the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies and the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.		Audit Committee to be established in lieu of supervisors
Article 2	Scope of Application Unless otherwise provided for under the law or in the Articles of Incorporation, election and appointment of the directors of the Company shall be subject to the regulations of these Rules for Election.	Scope of Application Unless otherwise provided for under the law or in the Articles of Incorporation, election and appointment of the directorsand supervisors of the Company shall be subject to the regulations of these Rules for Election.		Audit Committee to be established in lieu of supervisors
Article 3	Directors of the Company shall be elected from among persons with disposing capacity or corporate shareholders at a shareholders' meeting. Members of the Board of Directors of the Company are expected to have the knowledge, skills and ability required to perform their duties.	Directorsand supervisors of the Company shall be elected from among persons with disposing capacity or corporate shareholders at a shareholders' meeting. Members of the Board of Directorsand supervisors of the Company are expected to have the knowledge, skills and ability generally required to perform their duties.		Audit Committee to be established in lieu of supervisors
Article 4	Directors of the Company shall be elected by uninominal and cumulative voting. Unless otherwise provided for under the Company Act, in an election of the directors of the Company, each share is entitled to such number of votes equal to the number of directors to be elected and these votes may be cast to one single candidate or distributed among several candidates, with the candidates receiving the votes representing more voting rights to be elected as directors .	Directorsand supervisors of the Company shall be elected by uninominal and cumulative voting. Unless otherwise provided for under the Company Act, in an election of the directorsand supervisors of the Company, each share is entitled to such number of votes equal to the number of directors and supervisors to be elected and these votes may be cast to one single candidate or distributed among several candidates.		Audit Committee to be established in lieu of supervisors and amendments to relevant provisions

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Article No.	Amended Content	Current Content	Reason for Amendment and Explanation
Article 5	Qualifications of the independent directors of the Company shall be consistent with the requirements under Articles 2, 3 and 4 of the Rules Governing Compliance Required for Appointment of Independent Directors of a Public Company. Election of the independent directors of the Company shall be consistent with the requirements under Articles 5, 6, 7, 8 and 9 of the Rules Governing Compliance Required for Appointment of Independent Directors of a Public Company and shall be in compliance with Article 24 of the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies.	Where appointment of independent directors is required for the Company or the Company voluntarily chooses to appoint independent directors, qualifications of the independent directors shall be consistent with the requirements under Articles 2, 3 and 4 of the Rules Governing Compliance Required for Appointment of Independent Directors of a Public Company. Election of the independent directors of the Company shall be consistent with the requirements under Articles 5, 6, 7, 8 and 9 of the Rules Governing Compliance Required for Appointment of Independent Directors of a Public Company and shall be in compliance with Article 24 of the Corporate Governance Best Practice Principles for TWSE/GTSM Listed Companies.	Amendments to relevant provisions due to election of independent directors
Article 6	Number of directors of the Company to be elected shall be subject to the Company's Articles of Incorporation. For theprocedure of election of directors, the candidate nomination system shall be adopted.	Number of directorsand supervisors of the Company to be elected shall be subject to the Company's Articles of Incorporation. For the election ofindependent directors, theprocedure of candidate nomination system shall be adopted according to Article 192-1 of the Company Act .	Audit Committee to be established in lieu of supervisors

Article 8	In an election of the directors of the Company, voting rights shall be calculated for independent and non-independent directors separately according to the number of directors set forth in the Company's Articles of Incorporation. Independent and non-independent director candidates receiving the votes representing more voting rights, as indicated in the tally of the election votes, shall be elected as independent and non-independent directors. In the event of two or more candidates receiving the same weighted votes and the number of elected directors exceeds the required number, the candidates receiving the same weighted votes shall draw lots to decide who will be elected or the chairperson of the meeting shall draw the lot of the absent candidate.	In an election of the directorsand supervisors of the Company, voting rights shall be calculated for independent and non-independent directors separately according to the number of directors set forth in the Company's Articles of Incorporation. Independent and non-independent directoror supervisor candidates receiving the votes representing more voting rights, as indicated in the tally of the election votes, shall be elected as independent and non-independent directors. In the event of two or more candidates receiving the same weighted votes and the number of elected directors exceeds the required number, the candidates receiving the same weighted votes shall draw lots to decide who will be elected or the chairperson of the meeting shall draw the lot of the absent candidate. If a candidate is elected as director and supervisor	Audit Committee to be established in lieu of supervisors
		at the same time according to the first paragraph, he or she shall decide if he or she will be elected as director or supervisor and shall not take both positions concurrently. In the event an elected director or supervisor is found and confirmed having non-compliance personal information or incapable of acting as director or supervisor, the vacancy shall be filled by the candidate receiving the second most votes in the election.

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Article No.	Amended Content	Current Content	Reason for Amendment and Explanation
		In the event of one-third or more of the directors become vacant, a special shareholders'meeting shall be convened for by-election.
Article 9	The Board of Directors shall produce the same number of ballots as the number of directors to be elected, specified with the weighted voting rights, to be distributed to the shareholders present at the shareholders' meeting.	The Board of Directors shall produce the same number of ballots as the number of directorsand supervisors to be elected, specified with the weighted voting rights, to be distributed to the shareholders present at the shareholders' meeting.	Audit Committee to be established in lieu of supervisors
Article 12	In an election of directors, when all the votes are cast, votes shall be counted immediately after the vote monitoring personnel open the ballot box. The chairperson of the meeting or the emcee designated by the chairperson shall announce the elected directors according to the tally of votes.	In an election of directors two separate ballot boxes ,	Audit Committee to be established in lieu of supervisors
Article 14	The Board of Directors of the Company shall issue an election notice to each of the elected directors.	The Board of Directors of the Company shall issue an election notice to each of the elected directors and supervisors .	Audit Committee to be established in lieu of supervisors
Article 15	Establishment and amendments to these Rules shall be approved by the Board of Directors of the Company, and passed at the shareholders' meeting before coming into force. The same shall apply to amendments.For matters not provided for in these Rules, the Articles of Incorporation, the Company	Establishment and amendments to these Rules shall be approved by the Board of Directors of the Company, and passed at the shareholders' meeting before coming into force. The same shall apply to amendments.	Additional description of compliance of law
	Act and the applicable laws and regulations shall govern.
Article 16	These Rules were established on November 7, 2008. The first amendment was made on June 4, 2009. The second amendment was made on June 19, 2012. The third amendment was made on June 29, 2015.	These Rules were established on November 7, 2008. The first amendment was made on June 4, 2009. The second amendment was made on June 19, 2012.	Additional information about amendment date

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�Schedule 6�

PRIMAX ELECTRONICS LTD.

Comparison of Amendments to the

Procedures for Lending Funds to Other Parties

Amended Content	Current Content	Description and Background of Amendment
Article 5: Procedures for the Loaning of Funds i. Detailed Procedures …….. 5. The company’s internal auditors shall audit all fund loaning operations and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the audit committee in writing of any material violation found. ……… 7. If, as a result of a change in circumstances, an entity for which a loan is made does not meet the requirements of regulations or the loan balance exceeds the limit, the company’s finance department shall adopt rectification plans, submit the rectification plans to the audit committee , and complete the rectification according to the timeframe set out in the plan. ……..	Article 5: Procedures for the Loaning of Funds i. Detailed Procedures …….. 5. The company’s internal auditors shall audit all fund loaning operations and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify the supervisors in writing of any material violation found. ……… 7. If, as a result of a change in circumstances, an entity for which a loan is made does not meet the requirements of regulations or the loan balance exceeds the limit, the company’s finance department shall adopt rectification plans, submit the rectification plans to the supervisors ,and complete the rectification according to the timeframe set out in the plan. ………	The procedures amendment for the company establish the audit committee.
Article 9: Control Procedures for the Loaning of Funds of the Subsidiary i. If the subsidiary of the company is to loan funds to others, operational procedures must be in place and in accordance with “Procedures for Lending Funds to Other Parties”, with approval from the board of directors and shareholders, and submitted to theaudit committee . This also applies to amendments of said operational procedures. ii. If the subsidiary of the company is to loan funds to others, it should do so in accordance with the policies and procedures of “Internal Control Policies” and “Procedures for Lending Funds to Other Parties”, and submit written reports of the previous month’s loan balance, borrower, dates, etc. on the fifth day of each month. The company’s auditors shall list the subsidiary’s fund loaning matters as quarterly auditing items and the status of the audit shall be reported to the board of directors and theaudit committee .	Article 9: Control Procedures for the Loaning of Funds of the Subsidiary i. If the subsidiary of the company is to loan funds to others, operational procedures must be in place and in accordance with “Procedures for Lending Funds to Other Parties”, with approval from the board of directors and shareholders, and submitted to thesupervisors . This also applies to amendments of said operational procedures. ii. If the subsidiary of the company is to loan funds to others, it should do so in accordance with the policies and procedures of “Internal Control Policies” and “Procedures for Lending Funds to Other Parties”, and submit written reports of the previous month’s loan balance, borrower, dates, etc. on the fifth day of each month. The company’s auditors shall list the subsidiary’s fund loaning matters as quarterly auditing items and the status of the audit shall be reported to the board of directors and the supervisors .	The same as above reason.

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Amended Content	Amended Content	Current Content	Description and Background of Amendment
Article 10: Penal provisions …….. v. In case the board of directors or any director commits any act, in carrying out the business operations of the company, in a manner in violation of relevant regulations or the resolutions of the shareholders' meeting, the audit committee shall, in accordance with the rules of Article 218-2 of the Company Act, by a notice, ask the board of directors or the director, as the case may be, to cease such act.		Article 10: Penal provisions …….. v. In case the board of directors or any director commits any act, in carrying out the business operations of the company, in a manner in violation of relevant regulations or the resolutions of the shareholders' meeting, the supervisors shall, in accordance with the rules of Article 218-2 of the Company Act, by a notice, ask the board of directors or the director, as the case may be, to cease such act.	The same as above reason.
Article 11: TheProcedures for Lending Funds to Other Partiesare approved by the board of directors, having been submitted to theaudit committee , and reported to the shareholders’ meeting for approval prior to implementation. If any director expresses objection and is recorded or stated in written form, the company shall pass on the objection to theaudit committee and report this to the shareholders’ meeting for discussion. This also applies to the amendments of said operational procedures. (Note: When the company has established the position of independent director, it shall take into full consideration the opinions of each independent director; independent directors’ opinions specifically expressing assent or dissent and the reasons for dissent shall be included in the minutes of the board of directors’ meeting.)		Article 11: TheProcedures for Lending Funds to Other Partiesare approved by the board of directors, having been submitted to thesupervisors ,and reported to the shareholders’ meeting for approval prior to implementation. If any director expresses objection and is recorded or stated in written form, the company shall pass on the objection to thesupervisors and report this to the shareholders’ meeting for discussion. This also applies to the amendments of said operational procedures. (Note: When the company has established the position of independent director, it shall take into full consideration the opinions of each independent director; independent directors’ opinions specifically expressing assent or dissent and the reasons for dissent shall be included in the minutes of the board of directors’ meeting.)	The same as above reason.
	Article 12: This corporate document was created on 2008/11/7. First-time amendments were made on 2009/6/4. Second-time amendments were made on 2010/6/25. Third-time amendments were made on 2013/6/25. Fourth-time amendments were made on 2015/6/29.	Article 12: This corporate document was created on 2008/11/7. First-time amendments were made on 2009/6/4. Second-time amendments were made on 2010/6/25. Third-time amendments were made on 2013/6/25.	Adding update Amendment date.

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�Schedule 7�

PRIMAX ELECTRONICS LTD.

Comparison of Amendments to the

Procedures for Endorsements & Guarantees

Amended Content	Current Content	Description and Background of Amendment
V. Procedures for Making Endorsements / Guarantees …… iv. The company’s internal auditors shall audit the Procedures for Endorsements & guarantees and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify allaudit committee in writing of any material violation found. ……. vi. If, as a result of a change in circumstances, an entity for which an endorsement/guarantee is made does not meet the requirements of the operational procedures or the loan balance exceeds the limit, the company’s finance department shall adopt rectification plans, have the chairman complete the rectification according to the timeframe set out in the plan, and submit the rectification plans to theaudit committee .	V. Procedures for Making Endorsements / Guarantees …… iv. The company’s internal auditors shall audit the Procedures for Endorsements & guarantees and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify allsupervisors in writing of any material violation found. ……. vi. If, as a result of a change in circumstances, an entity for which an endorsement/guarantee is made does not meet the requirements of the operational procedures or the loan balance exceeds the limit, the company’s finance department shall adopt rectification plans, have the chairman complete the rectification according to the timeframe set out in the plan, and submit the rectification plans to thesupervisors .	Procedure amendment for the company to establish the audit committee
VII.Control Procedures for Endorsements/Guarantees of the Subsidiary i. If the subsidiary of the company is to make endorsements/guarantees to others, operational procedures must be in place and in accordance with said operational procedures, with approval from the board of directors and shareholders, submitted to the audit committee . This also applies to amendments of said operational procedures. ii. If the subsidiary of the company is to make endorsements/guarantees to others, it should submit written reports of the previous month’s endorsement/ guarantee balance, borrower, dates, etc. on the fifth day of each month to the parent company. The company’s auditors shall list the subsidiary’s endorsement/guarantee matters as quarterly auditing items and the status of the audits shall be reported to the board of directors and theaudit committee .	VIII. Control Procedures for Endorsements/Guarantees of the Subsidiary i. If the subsidiary of the company is to make endorsements/guarantees to others, operational procedures must be in place and in accordance with said operational procedures, with approval from the board of directors and shareholders, submitted to the supervisors .This also applies to amendments of said operational procedures. ii. If the subsidiary of the company is to make endorsements/guarantees to others, it should submit written reports of the previous month’s endorsement/ guarantee balance, borrower, dates, etc. on the fifth day of each month to the parent company. The company’s auditors shall list the subsidiary’s endorsement/guarantee matters as quarterly auditing items and the status of the audits shall be reported to the board of directors and thesupervisors .	The same as above reason.
XI. Penal Provisions …… v. In case the board of directors or any director commits any act, in carrying out the business operations of the company, in a manner inviolationof relevantregulations	XI. Penal Provisions …… v. In case the board of directors or any director commits any act, in carrying out the business operations of the company, in a manner inviolationof relevantregulations	The same as above reason.

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	Amended Content		Current Content	Description and Background of Amendment
	or the resolutions of the shareholders' meeting, theaudit committee shall, in accordance with the rules of Article 218-2 of the Company Act, by a notice, ask the board of directors or the director, as the case may be, to cease suchact.		or the resolutions of the shareholders' meeting, thesupervisors shall, in accordance with the rules of Article 218-2 of the Company Act, by a notice, ask the board of directors or the director, as the case may be, to cease suchact.
XII.	Supplemental Items TheProcedures for Endorsements & Guaranteesare approved by the board of directors, having been submitted to theaudit committee and reported to the hareholders’ meeting for approval prior to implementation. If any director expresses objection and is recorded or stated in written form, the company shall pass on the objection to theaudit committee and report this to the shareholders’ meeting for discussion. This also applies to the modifications of the operational procedures. When the company has established the position of independent director, it shall take into full consideration the opinions of each independent director; independent directors’ opinions specifically expressing assent or dissent and the reasons for dissent shall be included in the minutes of the board of directors’ meeting.	XII.	Supplemental Items TheProcedures for Endorsements & Guaranteesare approved by the board of directors, having been submitted to the Supervisors and reported to the hareholders’ meeting for approval prior to implementation. If any director expresses objection and is recorded or stated in written form, the company shall pass on the objection to theSupervisors and report this to the shareholders’ meeting for discussion. This also applies to the modifications of the operational procedures. When the company has established the position of independent director, it shall take into full consideration the opinions of each independent director; independent directors’ opinions specifically expressing assent or dissent and the reasons for dissent shall be included in the minutes of the board of directors’ meeting.	The same as above reason.
XIII. This corporate document was created on 2008/11/7. First-time amendment were made on 2009/6/4. Second-time amendment were made on 2009/11/20. Third-time amendment were made on 2010/6/25. Fourth-time Amendment were made on 2013/6/25. Fifth-time Amendment were made on 2015/6/29.		XIII. This corporate document was created on 2008/11/7. First-time amendment were made on 2009/6/4. Second-time amendment were made on 2009/11/20. Third-time amendment were made on 2010/6/25. Fourth-time Amendment were made on 2013/6/25.		Adding update to amendment date.

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�Schedule 8�

PRIMAX ELECTRONICS LTD.

Comparison of Amendments to the

Procedures for Acquisition or Disposal of Assets

Amendment Article	Existing Article	Explanation
IV. After the procedures have been approved of by the board of directors, they shall be submitted to theaudit committee and reported to the shareholders’ meeting for approval; the same applies when the procedures are amended. If any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to theaudit committee . They shall take into full consideration each independent director's opinions and if an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.	IV. After the procedures have been approved of by the board of directors, they shall be submitted to thesupervisors and reported to the shareholders’ meeting for approval; the same applies when the procedures are amended. If any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to the supervisors .They shall take into full consideration each independent director's opinions and if an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.	Procedure amendment for the company to establish the audit committee.
V. After the board of directors have approved of the procedures for the acquisition and disposal of assets, if any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to theaudit committee . They shall take into full consideration each independent director's opinions and if an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.	V. After the board of directors have approved of the procedures for the acquisition and disposal of assets, if any director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's dissenting opinion to the supervisors .They shall take into full consideration each independent director's opinions and if an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.	The same as above reason.
XIV. Appraisal Procedures When the company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or dispose of assets other than real property from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the board of directors and recognized by theaudit committee : …… The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with (ii) of article IXXX herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have beenapproved bythe board ofdirectors and	XIV. Appraisal Procedures When the company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or dispose of assets other than real property from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the company's total assets, or NT$300 million or more, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or redemption of domestic money market funds, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the board of directors and recognized by thesupervisors : …… The calculation of the transaction amounts referred to in the preceding paragraph shall be made in accordance with (ii) of article IXXX herein, and "within the preceding year" as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have beenapproved bythe board ofdirectors and	The same as above reason.

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�
Amendment Article	Existing Article	Explanation
recognized by theaudit committee need not be counted toward the transaction amount. ……	recognized by thesupervisors need not be counted toward the transaction amount. ……
XVII. Where the company acquires real property from a related party and the results of appraisals conducted in accordance with article XV and XVI are uniformly lower than the transaction price, the following steps shall be taken: i…… ii.Actions taken pursuant to subparagraph 1 and subparagraph 2 shall be reported to a shareholders’ meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus	XVII. Where the company acquires real property from a related party and the results of appraisals conducted in accordance with article XV and XVI are uniformly lower than the transaction price, the following steps shall be taken: i…… ii. Supervisors shall comply with Article 218of the Company Act. iii. Actions taken pursuant to subparagraph 1 and subparagraph 2 shall be reported to a shareholders’ meeting, and the details of the transaction shall be disclosed in the annual report and any investment prospectus	Delete article XVII ii.
XX. Internal Audit System: The company's internal audit personnel shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives trading by the trading department adheres to the procedures for engaging in derivatives trading, and prepare an audit report. If any material violation is discovered, the senior management personnel appointed by the chairman and the board of directors shall be immediately reported to and theaudit committee shall be notified in writing.	XX. Internal Audit System: The company's internal audit personnel shall periodically make a determination of the suitability of internal controls on derivatives and conduct a monthly audit of how faithfully derivatives trading by the trading department adheres to the procedures for engaging in derivatives trading, and prepare an audit report. If any material violation is discovered, the senior management personnel appointed by the chairman and the board of directors shall be immediately reported to and theSupervisors shall be notified in writing.	Procedure amendment for the company to establish the audit committee.
XXXI. Control of Acquisition or Disposal of Assets by Subsidiaries i. The company’s subsidiaries shall also establish and execute “Procedures for Acquisition or Disposal of Assets” in accordance with regulations of the governing body, obtain approval form the board of directors, and submit it to theaudit committee and report to the shareholders’ meeting for resolution. This also applies to amendments of the standard operating procedures. ii. Assets acquired or disposed by subsidiaries shall be conducted in accordance with the separate “Control System” and “Procedures for Acquisition or Disposal of Assets”. The company shall compile monthly reports on the status of individual or accumulated acquired or disposed assets trading or transactions of similar nature reaching NT$10 million or more of the preceding month and the status of derivatives trading up to the end of the previous month, and report to the company in written formonthe 5thday ofeach month.The	XXXI. Control of Acquisition or Disposal of Assets by Subsidiaries i. The company’s subsidiaries shall also establish and execute “Procedures for Acquisition or Disposal of Assets” in accordance with regulations of the governing body, obtain approval form the board of directors, and submit it to the supervisors and report to the shareholders’ meeting for resolution. This also applies to amendments of the standard operating procedures. ii. Assets acquired or disposed by subsidiaries shall be conducted in accordance with the separate “Control System” and “Procedures for Acquisition or Disposal of Assets”. The company shall compile monthly reports on the status of individual or accumulated acquired or disposed assets trading or transactions of similar nature reaching NT$10 million or more of the preceding month and the status of derivatives trading up to the end of the previous month, and report to the company in written form on the 5th day of each month. The	The same as above reason.

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		Amendment Article		Existing Article	Explanation
…		company’s auditors shall list subsidiaries’ acquired or disposed asset matters as monthly auditing items and the status of the audit shall be reported to the board of directors and the audit committee . …	…	company’s auditors shall list subsidiaries’ acquired or disposed asset matters as monthly auditing items and the status of the audit shall be reported to the board of directors and the supervisors. …
XXXII. Penal Provisions: …… v. In case the board of directors or any director commits any act, in carrying out the business operations of the company, in a manner in violation of relevant regulations or the resolutions of the shareholders' meeting, the audit committee shall, in accordance with the rules of Article 218-2 of the Company Act, by a notice, ask the board of directors or the director, as the case may be, to cease such act.			XXXII. Penal Provisions: …… v. In case the board of directors or any director commits any act, in carrying out the business operations of the company, in a manner in violation of relevant regulations or the resolutions of the shareholders' meeting, the supervisors shall, in accordance with the rules of Article 218-2 of the Company Act, by a notice, ask the board of directors or the director, as the case may be, to cease such act.		The same as above reason.
	XXXIV. This corporate document was created on 2008/11/7 First-time amendments were made on 2009/6/4 Second-time amendments were made on 2012/6/19 Third-time amendments were made on 2013/6/25 Fourth-time amendments were made on 2014/6/24 Fifth-time amendments were made on 2015/6/29		XXXIV. This corporate document was created on 2008/11/7 First-time amendments were made on 2009/6/4 Second-time amendments were made on 2012/6/19 Third-time amendments were made on 2013/6/25 Fourth-time amendments were made on 2014/6/24		Adding update to amendment date.

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Primax — AGM Information 2015

52436_rns_2015-07-30_35c7f6fe-2d89-44bd-a8d2-94ac1cfc953a.pdf

PRIMAX ELECTRONICS LTD. Minutes of 2015 Annual General Shareholders' Meeting (Translation)

A. Meeting called to order:

B. Chairperson Remark: (omitted)

C. Report

D. Adoption

1. (Proposed by the Board)

Proposal:

Description:

Proposal

Description:

Vesting conditions: Categorized as three types, i.e. Type A, B and C, based on accomplishment of personal performance goals

Proposal ：

Description:

PRIMAX ELECTRONICS LTD. PROFIT ALLOCATION PROPOSAL December 31, 2014

E. Discussion and Election

1.

Proposal:

Description:

2. (Proposed by the Board)

Proposal:

Description:

3.

(Proposed by the Board)

Proposal:

Description:

4. (Proposed by the Board)

Proposal:

Description:

5. (Proposed by the Board)

Proposal:

Description:

(Proposed by the Board)

Proposal:

Description:

PRIMAX ELECTRONICS LTD.

List of the Independent Director Candidates

Voting Results:

7.

(Proposed by the Board)

Proposal:

Description:

Business Report

1. 2014 Financial Performance

(1) Financial Results

(2) Cash Flow Analysis

(3) Profitability Analysis

(4) R&D Investments

2. Business Strategy and Technology Developments

Supervisor Audit Report

Independent Auditors’ Report

The Board of Directors Primax Electronics Ltd.:

March 24, 2015

PRIMAX ELECTRONICS LTD.

Statements of Comprehensive Income

PRIMAX ELECTRONICS LTD.

Statements of Cash Flows

For the years ended December 31, 2014 and 2013

(expressed in thousands of New Taiwan dollars)

Independent Auditors’ Report

The Board of Directors Primax Electronics Ltd.:

March 24, 2015

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income

For the years ended December 31, 2014 and 2013 (expressed in thousands of New Taiwan dollars, except earnings per share)

PRIMAX ELECTRONICS LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2014 and 2013

(expressed in thousands of New Taiwan dollars)

PRIMAX ELECTRONICS LTD.

Comparison of Amendments to the Articles of Incorporation

PRIMAX ELECTRONICS LTD. Comparison of Amendments to the

PRIMAX ELECTRONICS LTD.

Comparison of Amendments to the

Procedures for Lending Funds to Other Parties

PRIMAX ELECTRONICS LTD.

Comparison of Amendments to the

Procedures for Endorsements & Guarantees

PRIMAX ELECTRONICS LTD.

Primax AGM Information 2015