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Silitech AGM Information 2019

Jun 28, 2019

52313_rns_2019-06-28_b6bce8bd-b48d-4357-96be-b046f5277607.pdf

AGM Information

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Silitech Technology Corporation 2019 Annual General Shareholders' Meeting Minutes

(Translation)

Time: 9:00 a.m., June 12, 2019

Location: 1F, No. 392, Ruey Kuang Road, Neihu Dist., Taipei City

(International Convention Center, Lite-On Technology Building)

Attending shareholders and proxy representing:

115,678,335 shares (among them, 5,882,211 shares voted via electronic transmission), which accounts for 64.49% of total 179,383,816 outstanding shares.

Director attendees: Raymond Soong, Warren Chen, King, Yung-Chou and James Kuo

Non-shareholding attendees:

Deloitte Touche Tohmatsu International Taiwan, Yung-Hsiang Chao, CPA Huang and Partners Attorneys-At-Law, Huang, Kuan-Hao, Attorney

Chairperson: Raymond Soong, Chairman of the Board of Directors

Recorder: Wei-Lin Chen

I. Chairperson Calls Meeting to Order

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

II. Opening Remarks by the Chairperson (omitted)

III. Reports on Company Affairs:

  • i. 2018 Business Report (Please refer to attachment 1)

  • ii. Audit Committee’s Review Report on the 2018 Financial Statements (Please refer to attachment 2~4)

  • iii. Employees and Directors Compensation for 2018

  • Explanation: Due to the loss before Tax for 2018, the Company’s Board of Directors on

  • February 25, 2019 resolved no compensation distributed to employees and directors.

  • iv. The Execution Status of Shares Buyback

Explanation: Shares buyback execution report is as follows:

Buyback times Second
Purpose of the shares buyback Transfer shares to employees
Buybackperiod 2015/05/25 ~ 2015/07/21
Buybackprice interval NTD 16.10 ~ NTD 35.45

1

Type and number of buyback shares Common stock / 10,000,000 shares
Total amount for buyback shares NTD 234,654,579
Cancellation and transfer of buyback shares
(Note)
Cancellation of 10,000,000 shares
Cumulative holding of the number of
buyback shares
0 share
Cumulative holding of the number of
buyback shares as a percentage of total
issued shares
0%

Note: The cancellation registration procedure of 10,000,000 shares was approved by the

Department of Commerce, MOEA on August 13, 2018. The total number of

shares issued after the change was 179,383,816 shares.

  • v. Amendment to “Regulation and Procedure for Board of Directors Meetings” (Please refer to attachment 5)

IV. Proposed Resolutions and Discussions

i. Proposal: Adoption of 2018 Business Report and Financial Statements (Proposed by the

Board of Directors)

Explanation:

  1. 2018 financial statements have been audited by Certified Public AccountantsYung-Hsiang Chao and Jr-Shian Ke of Deloitte Touche Tohmatsu International Taiwan and were discussed and resolved in the Board of Directors meeting convened on February 25, 2019.

  2. The aforementioned financial statements and business report have been duly reviewed by the Audit Committee.

  3. For the business report for Year 2018, please refer to Attachment 1.

  4. For the financial statements for Year 2018, please refer to Attachments 2 & Attachment 3.

  5. Please proceed to adopt.

Resolution:

The voting results were as follows. 98.83% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law

and company policies.

and company policies.
Items Voting results
(includingvoted via electronic transmission)
Percentage
Total votes 115,678,335 votes(5,882,211 votes) 100.00%
Approval votes 114,325,758 votes(4,535,485 votes) 98.83%
Disapproval votes 2,673 votes(
2,673 votes)
0.00%
Abstention votes/no votes 1,349,904 votes(1,344,053 votes) 1.17%
Invalid votes 0 votes(
0 votes)
0.00%

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ii. Proposal: Adoption of the Proposal for Appropriation of 2018 Earnings (Proposed by the

Board of Directors)

Explanation:

  1. In Fiscal Year 2018, the Company made a net loss of NT$33,815,884. By adding unallocated retained earnings of the previous year of NT$497,685,955, adding adjustments on effect of retrospective application of IFRSs and restatement of financial statements, adding adjustments on re-measurement on define benefit plans recognized in retained earnings, deducting the amount of the retained earnings from the debit of the cancellation of buyback shares, setting aside special reserve, total distributable earnings for the year amounted to NT$352,830,145.

  2. Due to the net loss for 2018, the Company’s Board of Directors on February 25, 2019 resolved no cash dividends and no stock dividends distrubted to shareholders. For Statement of Earnings Appropriation, please refer to Attachment 6.

  3. Please proceed to adopt.

Resolution:

The voting results were as follows. 98.83% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

and company policies.
Items Voting results
(includingvoted via electronic transmission)
Percentage
Total votes 115,678,335 votes (5,882,211votes ) 100.00%
Approval votes 114,325,746 votes (4,535,473 votes ) 98.83%
Disapproval votes 2,682votes (
2,682votes )
0.00%
Abstention votes/no votes 1,349,907votes (1,344,056 votes ) 1.17%
Invalid votes 0 votes(
0 votes)
0.00%

iii. Proposal: Discussion of Proposal for Capital Reduction, please discuss and resolve.

(Proposed by the Board of Directors)

Explanation:

  1. In order to refund cash to shareholders, and adjust the capital structure to increase the return on equity, the Company proposes to proceed with the capital deduction and the repayment of shares.

  2. The Company proposes to reduce NT$1,193,838,160 and cancel 119,383,816 shares. At present, a total of 179,383,816 shares of common stock have been issued. According to the aforesaid amount, the capital is expected to be reduced by 66.552167%, after the capital reduction, the listed common shares will be 60,000,000 shares, and with par value NT$10 per share, the capital will be NT$600,000,000; however, the paid-in capital after capital

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reduction and the capital reduction ratio shall be calculated based on the total shares issued on the record date for cash reduction and stock conversion.

  1. According to the total shares issued in the preceding paragraph, the capital to be returned to each Shareholder will be approximately NT$6.6552167 per common share. The cash distribution from capital reduction shall be rounded off to the integer. Fractional amounts that are less than NT$1 shall be ranked from high to low in value and from old to new in account number, and then they shall be adjusted in this order until the total amount of cash distribution from capital reduction is met.

  2. According to the total shares issued in the second paragraph, 665.52167 shares are reduced per thousand shares (that is, 334.47833 shares are converted per thousand shares). After capital reduction, shareholders may combine shares of common stock less than 1 share with the Company’s Stock Affairs Division five days before the book closure date. For fractional shares of common stock that are still less than 1 share after combination or unscheduled shareholder, cash bill be distributed base on share ratio at par value. (Rounded up to the nearest integer); Chairman is authorized to appoint a specific party to subscribe to such fractional shares at par value.

  3. Shares converted from the capital reduction will be issued in a non-physical form with the same rights and obligations with original shares. After this proposal is adopted at the shareholders’ meeting and reported to and approved by the competent authority, the Board of Directors is authorized to set the record date for cash reduction and the record date for cash reduction and stock conversion separately.

  4. If the number of shares outstanding is changed due to the change in the Company’s share capital, causing the adjustments in the cash reduction ratio and the amount of repayment per share, or the cash reduction needs adjustment due to amendments to laws, the regulator’s order or other objective environmental changes, the shareholders’ meeting shall authorize the Chairman for handling.

  5. Please discuss and resolve.

Resolution:

The voting results were as follows. 98.81% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

and company policies.
Items Voting results
(includingvoted via electronic transmission)
Percentage
Total votes 115,678,335 votes (5,882,211votes ) 100.00%
Approval votes 114,307,384votes (4,517,111votes ) 98.81%
Disapproval votes 9,056 votes (
9,056 votes )
0.01%
Abstention votes/no votes 1,361,895 votes (1,356,044votes ) 1.18%
Invalid votes 0 votes (
0 votes )
0.00%

4

iv. Proposal: Amendment to “Articles of Incorporation”, please discuss and resolve.

(Proposed by the Board of Directors)

Explanation:

  1. In order to comply with regulations from competent authorities and to accommodate the

  2. Company's business practice, an amendment to “The Articles of Incorporation” is proposed.

  3. Please refer to Attachment 7 for a comparison of the contents before and after amendment.

  4. Please discuss and resolve.

Resolution:

The voting results were as follows. 98.82% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

and company policies.
Items Voting results
(includingvoted via electronic transmission)
Percentage
Total votes 115,678,335 votes (5,882,211votes ) 100.00%
Approval votes 114,313,501votes (4,523,228 votes ) 98.82%
Disapproval votes 2,825 votes (
2,825 votes )
0.00%
Abstention votes/no votes 1,362,009 votes (1,356,158 votes ) 1.18%
Invalid votes 0 votes (
0 votes )
0.00%

v. Proposal: Amendment to “Procedures for the Acquisition and Disposal of Assets”, please

discuss and resolve. (Proposed by the Board of Directors)

Explanation:

  1. In order to comply with regulations from competent authorities and to accommodate the

  2. Company's business practice, an amendment to “Procedures for the Acquisition and Disposal of Assets” is proposed.

  3. Please refer to Attachment 8 for a comparison of the contents before and after amendment.

  4. Please discuss and resolve.

Resolution:

The voting results were as follows. 97.00% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

and company policies.
Items Voting results
(includingvoted via electronic transmission)
Percentage
Total votes 115,678,335 votes (5,882,211votes ) 100.00%
Approval votes 112,205,527votes (2,415,254votes ) 97.00%
Disapproval votes 2,110,795 votes (2,110,795 votes ) 1.82%
Abstention votes/no votes 1,362,013 votes (1,356,162votes ) 1.18%
Invalid votes 0 votes (
0 votes )
0.00%

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vi. Proposal: Amendment to “Regulations Governing Loaning of Funds and Making of

Endorsements/Guarantees”, please discuss and resolve. (Proposed by the Board of Directors)

Explanation:

  1. In order to comply with regulations from competent authorities and to accommodate the Company's business practice, an amendment to “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees” is proposed.

  2. Please refer to Attachment 9 for a comparison of the contents before and after amendment.

  3. Please discuss and resolve.

Resolution:

The voting results were as follows. 98.82% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

and company policies.
Items Voting results
(includingvoted via electronic transmission)
Percentage
Total votes 115,678,335 votes (5,882,211votes ) 100.00%
Approval votes 114,313,482votes (4,523,209 votes ) 98.82%
Disapproval votes 2,843 votes (
2,843 votes )
0.00%
Abstention votes/no votes 1,362,010 votes (1,356,159 votes ) 1.18%
Invalid votes 0 votes (
0 votes )
0.00%

vii. Proposal: Amendment to “Rules Governing the Election of Directors”, please discuss and

resolve. (Proposed by the Board of Directors)

Explanation:

  1. In order to comply with regulations from competent authorities and to accommodate the Company's business practice, an amendment to “Rules Governing the Election of Directors” is proposed.

  2. Please refer to Attachment 10 for a comparison of the contents before and after amendment.

  3. Please discuss and resolve.

Resolution:

The voting results were as follows. 98.82% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

and company policies.
Items Voting results
(includingvoted via electronic transmission)
Percentage
Total votes 115,678,335 votes (5,882,211votes ) 100.00%
Approval votes 114,313,482votes (4,523,209 votes ) 98.82%
Disapproval votes 2,843 votes (
2,843 votes )
0.00%
Abstention votes/no votes 1,362,010 votes (1,356,159 votes ) 1.18%
Invalid votes 0 votes (
0 votes )
0.00%

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viii. Proposal: Discussion of Release of Directors from Non-Competition Restrictions, please

discuss and resolve. (Proposed by the Board of Directors)

Explanation:

  1. In order to comply with the Article 209 of Company Act, “if a Director’s act on his/her or others’ behalf falls within the scope of the Company’s business, the Director shall illustrate to the shareholders the gist of such act, and obtain the shareholders’ approval.”

  2. In view of the diversification needs of the Company’s and that directors (including independent directors) might act in their own interests on matters within the Company’s business scopes, it is proposed to release the additional non-competition restrictions on directors and independent directors with the premise that directors do not have conflicts of the Company’s interests. The release of directors from non-competition restrictions were approved by the resolution of the annual general meeting of the shareholders of 2018.

  3. The detail of release of directors from additional non-competition restrictions, please refer to Attachment 11.

  4. Please discuss and resolve.

Resolution:

The voting results were as follows. 98.81% voted for the proposal. The proposal was approved as the number of votes supporting the proposal exceeded the number of votes required by law and company policies.

and company policies.
Items Voting results
(includingvoted via electronic transmission)
Percentage
Total votes 115,678,335 votes (5,882,211votes ) 100.00%
Approval votes 114,306,332votes (4,516,059 votes ) 98.81%
Disapproval votes 22,019 votes (
22,019 votes )
0.02%
Abstention votes/no votes 1,349,984votes (1,344,133 votes ) 1.17%
Invalid votes 0 votes (
0 votes )
0.00%

V. Provisional Motions: None.

VI. Adjournment

There being no other special motion, upon a motion by the Chairman, the meeting was adjourned.

Chairperson: Raymond Soong

Recorder: Wei-Lin Chen

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Attachment

Attachment 1

Silitech Technology Corporation Business Report

In 2018, Silitech continued to pursue our new business direction in cross-industry applications. We applied our specialized core technologies and techniques to the integration of rubber, plastic and optical components within two main production and product categories: Mechanical Integration and Automotive Components. In 2018, our global consolidated revenues reached NT$2.251 billion, a 1.48% decrease from the previous year (NT$2.285 billion). Net losses after tax amounted to NT$33.82 million, representing a loss per share of NT$0.19; these figures represent a 58.81% decrease from those in the previous year (NT$82.11 million and NT$0.46, respectively).

Business Performance

Due to the popularity of touch-controlled smartphones since 2013, demand for mobile phone keypads has been on a gradual decline. In response, Silitech has turned to cross-industry applications, committing to develop extensions of existing technologies to fields unrelated to mobile keypads. We also invested in developing new technologies aimed at advancing our existing Automotive Components. In 2018, revenues from Mechanical Integration accounted for 56% of our global consolidated revenue: In addition to maintaining traditional mobile phone keypads and gaming console products, we also developed new cross-industry applications such as toys, smart lock modules, network communications, and smartwatch straps. Automotive Components accounted for 44% of our revenue: In addition to solidly profitable automotive interior components, we also developed new applications such as 3D glass car keys and glass car panels, and are actively developing new technologies for interior mechanical components. Summing up our investments in R&D for the aforesaid two major application categories, we are not only evaluating possibilities for investing in new technologies, but also continuing to upgrade our core technologies and actively develop components that integrate optical, mechanical and electronic elements, as well as cross-industry applications to satisfy customer demand and align with market trends. In 2018, Silitech's R&D expenditures amounted to NT$124 million, accounting for 6% of our revenue. The two major application categories contributed over 25% of total revenue in new applications.

Future Outlook

In 2018, the global market has been rocked by instability caused from the U.S.-China Trade War. The U.S. and emergent countries such as India achieved higher economic growth than in the previous year, but the pace of growth for other countries has generally slowed down. According to 2019 predictions for the manufacturing industry published by TIER, the performance of global trade will be affected by factors such as unresolved U.S.-China trade disputes, limited momentum of mobile device industry growth, and turmoil in emerging markets and financial markets. As a

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result, the International Monetary Fund and the Organization for Economic Co-operation and Development have both revised down economic growth for 2019. There will be benefits from the continual dissemination of emerging technologies such as artificial intelligence, the Internet of Things, and high-performance computing, which will help boost manufacturing momentum; but the overall manufacturing industry outlook for 2019 is poor.

Confronting such fluctuations in the macroeconomic environment, Silitech will redeploy global sales and production businesses, continuing our dedication to cross-industry applications. In terms of production operations, Silitech provides customers with flexible services in preliminary product design and R&D, while also improving the speed and precision of product development and product verification, in pursuit of higher market share. Meanwhile, we plan and execute advanced manufacturing (preliminary smart manufacturing), while continuing to pursue automation, thereby reducing labor costs and improving production efficiency. Regarding Mechanical Integration in 2019, we expect that mobile phone keypad manufacturing will continue to decline, while the customer base for 3C cross-industry Mechanical Integration will gradually start to develop. Mechanical and optical module applications will increase. Regarding Automotive Components, automotive interior mechanical modules/components will continue to grow and profit steadily, while automotive interior glass will also grow considerably. In addition, idle factories in Suzhou were sold and re-invested in 2018, while resources will be reconfigured in 2019 to increase shareholder equity.

Looking forward, Silitech will continue our management philosophy focusing on customer experience, product quality, and technological advancement in our progress towards sustainable development. Within our corporate culture characterized by “integrity, respect, innovation, expertise, and excellence,” we continue using the spirit of organizational learning and teamwork to improve responsiveness and product competitiveness. We continue to focus on intensifying and extending our core technologies and skills based on developing and producing precision components, while integrating industrial trends. By combining deep, substantial customer relations with cross-industry developments, we hope to offer customers design and service that bring high added value. Through synergy brought by integration of sales, research, and production, we robustly promote our developmental goals in terms of income and profit growth, thereby creating common prosperity for shareholders, employees, customers, and suppliers.

Chairman: Raymond Soong Manager: James Huang Chief Accountant: Sarah Cheng

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Attachment 2

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Silitech Technology Corporation

Opinion

We have audited the accompanying consolidated financial statements of Silitech Technology Corporation and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidated balance sheets as of December 31, 2018 and 2017, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “consolidated financial statements”).

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2018 and 2017, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2018. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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For the year ended December 31, 2018, the key audit matters to the Group’s consolidated financial statements were as follows:

Allowance for Impairment Loss on Trade Receivables

Due to high concentration of keypad transactions among major clients, trade receivables accounted for 11 % of the total assets as of December 31, 2018. The management evaluated the allowance for bad debts from major clients. First, trade receivables were assessed for impairment individually, then, the rest of receivables were assessed on a collective basis. As the provision for allowance for bad debts was based on the assumption of expected credit risk, and involved significant judgments, when there is significant reduction in the demand of the downstream clients, the collection of trade receivables from major clients may not be recovered because of financial difficulties. Therefore, we regard the allowance for bad debts as a key audit matter in our audit.

The audit procedures performed in respect of the management’s assessment of trade receivable for impairment included the following:

  1. We reviewed the historical trade receivable recovery records to analyze the allowance for bad debts. Based on the customer’s historical payment records, we evaluated whether the collection rate of accounts receivable is reasonable. Furthermore, we referred to the payment records and other accessible customer information of the current year, and individually verified whether there is a significant amount of delayed payments to be recognized as impairment.

  2. We evaluated the collectability of overdue trade receivables after the subsequent period in order to consider whether it can be recognized as extra allowance for bad debts.

  3. We obtained an understanding of the accounting policy on accounts receivable from the major clients provided by the management and tested the accuracy of the aging schedule in order to calculate the allowance for bad debts recognized by management.

For the policy of evaluating the impairment of trade receivables, refer to Note 4 to the consolidated financial statements. Refer to Notes 5 and 12 for critical accounting judgments and key sources of estimation uncertainty.

Allowance for Inventory Valuation Losses

We considered the significant judgement involved in evaluating the net realizable value of inventory in our audit; in particular, we focused on the estimation of allowance for outdated inventory valuation losses.

The audit procedures for testing the net realizable value of inventories are as follow:

  1. We understood the Management policy of inventory valuation and the relevant internal control.

  2. We tested the accuracy and completeness of the inventory aging report.

  3. We tested the carrying amount of the ending inventory. We sampled the latest information of purchases and sales to verify with management whether inventories were evaluated using the lower of cost or net realizable value method. We assessed the appropriateness of the assessment base and rationality of change of allowance for inventory valuation losses, and we recalculated the net realizable value of the ending inventory.

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  • 4 We evaluated the appropriateness of the accounting policy for recognizing the allowance for inventory valuation losses. We obtained the inventory aging report and compared the historical data of allowance for inventory valuation losses with actual disposal of inventory.

  • We attended the inventory count at the end of year in order to evaluate the condition of the inventory and the reasonableness of the allowance for inventory valuation loss recognition to outdated inventory and spoilage.

For the policy on evaluating the allowance for inventory valuation losses, refer to Note 4 to the consolidated financial statements. Refer to Notes 5 and 13 for critical accounting judgments and key sources of estimation uncertainty.

Gain on Disposal of Assets

Silitech Group decided to sell its property, plant, equipment and investment property in Suzhou by the approval of the board of directors, for which it generated a gain of $153,905 thousand on the disposal of its assets, representing approximately (401%) of the comprehensive income. We considered the overall financial statements to have a significant impact. If the substance of the transaction was not recorded correctly and reflected, it will affect the balance of the assets and the gain or loss on financial statements. Therefore, we regard the gain or loss on disposal of relevant assets as a key audit matter in our audit.

The audit procedures on testing the disposal of assets were as follows:

  1. We inspected whether the decision of selling the property, plant, equipment and investment property was determined by the board of directors. We inspected the contracts and valuation report to verify the authenticity and reasonableness of the price.

  2. We compared the transactions to the bank statements, and calculated the gain or loss on disposal of assets to verify the accuracy of such transactions.

Other Matter

We have also audited the parent company only financial statements of Silitech Technology Corporation as of and for the years ended December 31, 2018 and 2017 on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRS, IAS, IFRIC and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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

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Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

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

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

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

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

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

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2018 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Yung-Hsiang Chao and Jr-Shian Ke.

Deloitte & Touche Taipei, Taiwan Republic of China February 25, 2019

Notice to Readers

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

For the convenience of readers, the independent auditors’ report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and consolidated financial statements shall prevail.

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SILITECH TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)

Financial assets at fair value through profit or loss (FVTPL) (Notes 4 and 7)
Financial assets at amortized cost
Debt instruments with no active market (Notes 4, 11 and 32)
Notes receivable, net
Other notes receivable (Note 12)
Trade receivables, net (Notes 4, 5 and 12)
Trade receivables from related parties (Notes 4, 5, 12 and 31)
Other receivables (Note 4)
Other receivables from related parties (Notes 4 and 31)
Current tax assets (Notes 4 and 26)
Inventories, net (Notes 4, 5 and 13)
Non-current assets held for sale (Notes 4 and 14)
Other current assets (Note 19)

Total current assets

NON-CURRENT ASSETS
Financial assets at FVTPL (Notes 3, 4 and 7)
Financial assets at fair value through other comprehensive income (FVTOCI) (Notes 3, 4 and 8)
Financial assets measured at cost (Notes 4 and 10)
Investments accounted for using the equity method (Notes 4 and 16)
Property, plant and equipment, net (Notes 4, 14 and 17)
Intangible assets, net (Note 4)
Deferred tax assets (Notes 4, 5 and 26)
Refundable deposits (Note 4)
Other non-current assets (Note 19)

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Notes payable (Note 4)

Trade payables (Note 4)

Trade payables to related parties (Note 31)

Other payables (Notes 4 and 20)

Other payables to related parties (Notes 4 and 31)

Current tax liabilities (Notes 4 and 26)

Provisions (Notes 4 and 21)

Other current liabilities


Total current liabilities


NON-CURRENT LIABILITIES

Net defined benefit liabilities (Notes 4, 5 and 22)

Guarantee deposits (Note 4)

Deferred tax liabilities (Notes 4 and 26)


Total non-current liabilities


Total liabilities


EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANY (Notes 4 and 23)

Share capital

Ordinary shares

Capital surplus

Retained earnings

Legal reserve

Special reserve

Unappropriated earnings

Total retained earnings

Other equity

Treasury shares


Total equity attributable to owners of the Parent Company


NON-CONTROLLING INTERESTS


Total equity


TOTAL
2018
Amount
%
$ 2,660,470
56
1,614
-
38,149
1
-
-
-
-
316,067
7
518,296
11
9,044
-
145,725
3
16,137
-
495
-
187,750
4
-
-

78,686

2


3,972,433
84

28,103
1
7,308
-
-
-
71,176
1
502,160
11
3,366
-
139,652
3
2,153
-

17,631

-


771,549
16

$ 4,743,982
100

$ -
-

422,543
9

2,162
-

407,343
9

9,575
-

2,746
-

508
-

36,161

1



881,038
19



65,237
1

762
-

33,357

1



99,356

2



980,394
21



1,793,838
38


507,154
10


1,109,766
23

139,742
3

495,929
11


1,745,437
37


(282,841)

(6)


-

-



3,763,588
79


-

-



3,763,588
79


$ 4,743,982
100
2017

































































































Amount
%
$ 1,712,305
35

757
-

-
-

782,785
16

46
-

-
-

463,678
10

9,116
-

25,001
1

14,397
-

968
-

120,725
2

815,143
17

105,029

2

4,049,950
83

-
-

-
-

38,519
1

70,592
2

552,087
11

945
-

131,329
3

6,111
-

15,517

-

815,100
17
$ 4,865,050
100
$ 18,618
1

461,108
10

909
-

398,818
8

11,120
-

2,908
-

2,637
-

49,532

1

945,650
20

78,933
1

812
-

36,460

1

116,205

2

1,061,855
22

1,893,838
39

535,425
11

1,109,766
23

87,174
2

550,255
11

1,747,195
36

(139,742)

(3)

(234,654)

(5)

3,802,062
78

1,133

-

3,803,195
78
$ 4,865,050
100

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

15

SILITECH TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Loss Per Share)

OPERATING REVENUE (Notes 4, 24 and 31)

COST OF GOODS SOLD (Notes 11, 28 and 31)

GROSS PROFIT

OPERATING EXPENSES (Notes 28 and 31)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit gain

Total operating expenses

LOSS FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Other income (Notes 25 and 31)
Other gains and losses (Notes 25 and 31)
Finance costs
Share of profit or loss of associates
Loss on impairment of property, plant and equipment
Total non-operating income and expenses

PROFIT (LOSS) BEFORE INCOME TAX
INCOME TAX (EXPENSE) BENEFIT (Notes 4
and 26)

NET LOSS FOR THE YEAR

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans
Share of the other comprehensive income of
associates accounted for using the equity
method
2018
Amount
%
$ 2,251,044
100
(1,961,808)
(87)


289,236
13

(110,684) (5)
(208,378) (9)
(124,020) (6)

2,570

-


(440,512)
(20)


(151,276)
(7)

94,457
4
157,115
7
-
-
(337)
-

(56,904)
(2)


194,331

9

43,055
2

(76,871)
(4)


(33,816)
(2)

(964)
-
12
-
2017




























Amount
%
$ 2,285,054
100
(1,981,123)
(87)

303,931
13

(109,444) (5)

(207,236) (9)

(114,309) (5)

-

-

(430,989)
(19)

(127,058)
(6)

94,717
4

(47,742) (2)

(11,083)
-

2,323
-

-

-

38,215

2

(88,843) (4)

6,738

-

(82,105)
(4)

(5,145)
-

133
-
(Continued)

16

SILITECH TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Loss Per Share)

Unrealized gain (loss) on investment in equity
instruments at fair value through other
comprehensive loss

Income tax relating to items that will not be
reclassified subsequently to profit or loss
(Note 26)


Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translating the financial
statements of foreign operations
Share of the other comprehensive income (loss) of
associates accounted for using the equity
method
Income tax relating to items that may be
reclassified subsequently to profit or loss
(Note 26)


Other comprehensive loss for the year, net of
income tax

TOTAL COMPREHENSIVE LOSS FOR THE YEAR
NET LOSS ATTRIBUTABLE TO:
Owners of the Parent Company

Non-controlling interests


TOTAL COMPREHENSIVE INCOME (LOSS)
ATTRIBUTABLE TO:
Owners of the Parent Company

Non-controlling interests


LOSS PER SHARE (N.T. DOLLARS; Note 27)
From continuing operations
Basic
Diluted
2018
Amount
%
$ (3,858)
-

950

-


(3,860)

-

(8,843)
-
1,578
-

6,522

-


(743)

-


(4,603)

-

$ (38,419)
(2)

$ (33,816) (2)

-

-

$ (33,816)
(2)

$ (38,474) (2)

55

-

$ (38,419)
(2)

$ (0.19)
$ (0.19)
2017


























Amount
%
$ -
-

993

-

(4,019)

-

(61,185) (3)

(2,191)
-

10,785

1

(52,591)
(2)

(56,610)
(2)
$ (138,715)
(6)
$ (82,018) (4)

(87)

-
$ (82,105)
(4)
$ (138,605) (6)

(110)

-
$ (138,715)
(6)
$ (0.46)
$ (0.46)


$ $
$ $
$ $
$ $
$ $


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

(Concluded)

17

SILITECH TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)


BALANCE AT JANUARY 1, 2017
Appropriation of 2016 earnings
Special reserve
Net loss for the year ended December 31, 2017
Other comprehensive income (loss) for the year
ended December 31, 2017, net of income tax
Total comprehensive income (loss) for the year
ended December 31, 2017

BALANCE AT DECEMBER 31, 2017
Effect of retrospective application

BALANCE AT JANUARY 1, 2018 AS
RESTATED
Appropriation of 2017 earnings
Special reserve
Disposal of subsidiaries
Net loss for the year ended December 31, 2018
Other comprehensive income (loss) for the year
ended December 31, 2018, net of income tax
Total comprehensive income (loss) for the year
ended December 31, 2018

Cancelation of treasury shares

BALANCE AT DECEMBER 31, 2018
Equity Attributable to Owners of the Parent Company Equity Attributable to Owners of the Parent Company Equity Attributable to Owners of the Parent Company Equity Attributable to Owners of the Parent Company Non-controlling
Total
Interests
$ 3,940,667
$ 1,243


-
-

(82,018 )
(87 )

(56,587)

(23)


(138,605)

(110)


3,802,062
1,133

-

-


3,802,062
1,133

-
-

-
(1,188 )

(33,816 )
-

(4,658)

55


(38,474)

55


-

-

$ 3,763,588
$ -
Total Equity
$ 3,941,910
-

(82,105 )

(56,610)

(138,715)
3,803,195

-
3,803,195
-

(1,188 )
(33,816 )

(4,603)

(38,419)

-
$ 3,763,588
Share Capital
Ordinary
Shares
(In Thousands)
Amount
189,384
$ 1,893,838

-
-

-
-

-

-


-

-

189,384
1,893,838

-

-

189,384
1,893,838
-
-
-
-

-
-

-

-


-

-


(10,000)

(100,000)


179,384
$ 1,793,838
Capital
Surplus

$ 535,425
-
-

-


-

535,425

-

535,425
-
-
-

-


-


(28,271)

$ 507,154
Retained Earnings
Total
$ 1,833,232

-

(82,018 )

(4,019)


(86,037)

1,747,195

138,383

1,885,578

-
-

(33,816 )

58


(33,758)


(106,383)

$ 1,745,437
Other Equity Total
$ (87,174 )

-

-

(52,568)


(52,568)


(139,742 )

(138,383)


(278,125 )

-

-

-

(4,716)


(4,716)


-

$ (282,841)
Treasury
Shares
$ (234,654 )
-
-

-


-


(234,654 )

-


(234,654 )
-
-
-

-


-


234,654

$ -
Exchange
Unrealized
Differences on
Loss on
Translating
Available-for-
Foreign
sale Financial
Operations
Assets
$ (87,289 ) $ 115


-
-

-
-

(52,658)

90


(52,658)

90


(139,947 )
205

-

(205)


(139,947 )
-

-
-

-
-

-
-

(798)

-


(798)

-


-

-

$ (140,745)
$ -
Unrealized
Loss on
Financial
Assets at
FVTOCI
$ -
-
-

-


-

-

(138,178)

(138,178 )
-
-
-

(3,918)


(3,918)


-

$ (142,096)
Ordinary
Shares
(In Thousands)
189,384

-

-

-


-

189,384

-

189,384
-
-

-

-


-


(10,000)


179,384
Unappropriated
Legal Reserve Special Reserve
Earnings
$ 1,109,766
$ - $ 723,466


-
87,174
(87,174 )

-
-
(82,018 )

-

-

(4,019)


-

-

(86,037)


1,109,766
87,174
550,255

-

-

138,383


1,109,766
87,174
688,638

-
52,568
(52,568 )

-
-
-

-
-
(33,816 )

-

-

58


-

-

(33,758)


-

-

(106,383)

$ 1,109,766
$ 139,742
$ 495,929

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

18

SILITECH TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Income (loss) before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Impairment loss recognized on trade receivables
Expected credit gain reversed on trade receivables
Net gain on fair value change of financial assets as at FVTPL
Finance costs
Interest income
Dividend income
Share of profit of associates
Net loss (gain) on disposal of property, plant and equipment
Net loss on disposal of subsidiaries
Net gain on disposal of non-current asset held for sale
Impairment loss recognized on property, plant and equipment
Net loss on disposal of inventories
Changes in operating assets and liabilities
Financial assets held for trading
Financial assets mandatorily classified as at FVTPL
Notes receivable
Trade receivables
Trade receivables from related parties
Other receivables
Other receivables from related parties
Inventories
Other current assets
Financial liabilities held for trading
Notes payable
Trade payables
Trade payables to related parties
Other payables
Other payables to related parties
Provisions
Other current liabilities
Net defined benefit liabilities

Cash used in operations
Interest received
Dividends received
Interest paid
Income tax paid

Net cash used in operating activities
2018
$ 43,055

88,540
2,670
-
(2,570)
(921)
-
(58,387)
(13,138)
337
24,564
26
(162,819)
56,904
6,640
(98)
162
46
(52,048)
72
(17,511)
(1,740)
(73,665)
26,343
-
(18,618)
(38,565)
1,253
(41,560)
(1,545)
(2,129)
(13,371)
(14,660)

(262,733)
30,435
13,807
-
(80,514)

(299,005)
2017
$ (88,843)
134,903
3,164
488

-

(4,873)
11,083

(61,422)

(12,002)
(2,323)
(12,179)
-

-
-
657

4,116
-
(46)

(182,791)
1,671

23,379

1,479

(8,947)
(38,048)
(315)

13,974

88,632
909

(4,618)

5,086

2,410

(12,067)

3,639

(132,884)
33,229
12,534
(11,959)

(55,488)

(154,568)
(Continued)

19

SILITECH TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at amortized cost

Proceeds from sale of financial assets at amortized cost
Net loss on disposal of subsidiaries
Proceeds from disposal of non-current assets held for sale
Purchase of debt investments with no active market
Proceeds from sale of debt investments with no active market
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Decrease in refundable deposits
Payments for intangible assets

Net cash generated from (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of long-term borrowings
Proceeds from guarantee deposits received
Decrease in non-controlling interest

Net cash used in financing activities

EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE
OF CASH AND CASH EQUIVALENTS HELD IN FOREIGN
CURRENCIES

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2018
$ (2,235,066)
3,009,589
(26)
602,067
-

-
(129,143)
2,563
3,958
(5,128)

1,248,814

-

(50)
(1,188)

(1,238)

(406)

948,165

1,712,305

$ 2,660,470
2017
$ -
-

-
-
(3,047,256)
3,088,542

(109,980)
19,091
97

(1,918)

(51,424)
(1,440,000)

(2)

-
(1,440,002)

(46,278)
(1,692,272)

3,404,577
$ 1,712,305

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

(Concluded)

20

Attachment 3

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Shareholders Silitech Technology Corporation

Opinion

We have audited the accompanying financial statements of Silitech Technology Corporation (the “Company”), which comprise the balance sheets as of December 31, 2018 and 2017, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2018. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

For the year ended December 31, 2018, the key audit matters to the Company’s financial statements were as follows:

Allowance for Impairment Loss on Trade Receivables

Due to high concentration of transactions among major clients, the management evaluated the allowance for bad debts from major clients. First, trade receivables were assessed for impairment individually, then, assessed the rest of receivables on a collective basis. As the provision for allowance for bad debts was based on the assumption of expected credit risk and involved significant judgments, when there is significant reduction in the demand of the downstream clients,

21

the collection of trade receivables from major clients may not be recovered because of financial difficulties. Therefore, we regard the allowance for bad debts as a key audit matter in our audit.

The audit procedures performed in respect of the management’s assessment of trade receivable for impairment included the following:

  1. Reviewed the historical trade receivable recovery records to analyze the allowance for bad debts. Based on the customer’s historical payment records, we evaluated whether the collection rate of accounts receivable is reasonable. Furthermore, we referred to the payment records and other accessible customer information of the current year, and individually verified whether there is a significant amount of delayed payments to be recognized as impairment.

  2. Evaluated the collectability of overdue trade receivables after the subsequent period in order to consider whether it can be recognized as extra allowance for bad debts.

  3. Obtained an understanding of the accounting policy on accounts receivable from the major clients provided by the management, and tested the accuracy of the aging schedule in order to calculate the allowance for bad debts recognized by management.

For the policy of evaluating the impairment of trade receivables, refer to Note 4 to the financial statements. Refer to Notes 5 and 9 for critical accounting judgments and key sources of estimation uncertainty.

Allowance for Impairment Loss on Trade Receivables of Subsidiaries Accounted for Using the Equity Method

Due to high concentration of transactions among major clients, the management of subsidiaries evaluated the allowance for bad debts from major clients. First, trade receivables were assessed for impairment individually, then, assessed the rest of receivables on a collective basis. As the provision for allowance for bad debts was based on the assumption of expected credit risk and involved significant judgments, when there is significant reduction in the demand of the downstream clients, the collection of trade receivables from major clients may not be recovered because of financial difficulties. Therefore, we regard the allowance for bad debts as a key audit matter in our audit.

The audit procedures performed in respect of the subsidiaries management’s assessment of trade receivables for impairment included the following:

  1. Reviewed the historical trade receivable recovery records to analyze the allowance for bad debt. Based on the customer’s historical payment records, we evaluated whether the collection rate of accounts receivable is reasonable. Furthermore, we referred to the payment records and other accessible customer information of the current year, and individually verified whether there is a significant amount of delayed payments to be recognized as impairment.

  2. Evaluated the collectability of overdue trade receivables after subsequent period in order to consider whether it can be recognized as extra allowance for bad debts.

  3. Obtained an understanding of the accounting policy on accounts receivable from the major clients provided by the management of subsidiaries, and tested the accuracy of the aging schedule in order to calculate the allowance for bad debts recognized by management.

For the policy of evaluating the impairment of trade receivables of subsidiaries accounted for using equity method, refer to Note 5 for critical accounting judgments and key sources of estimation uncertainty.

22

Allowance for Inventory Valuation Losses of Subsidiaries Accounted for Using the Equity Method

We considered the significant judgment involved in evaluating the net realizable value of inventory in our audit; in particular, we focused on the estimation of allowance for outdated inventory valuation losses.

The audit procedures for testing the net realizable value of inventories of subsidiaries accounted for using the equity method are as follows:

  1. Understood the Management policy of inventory valuation and the relevant internal control.

  2. Tested the accuracy and completeness of the inventory aging report.

  3. Tested the carrying amount of the ending inventory. We sampled the latest information of purchases and sales to verify with management whether the inventories were evaluated using the lower of cost or net realizable value method. We assessed the appropriateness of the assessment base and rationality of change of allowance for inventory valuation losses, and we recalculated the net realizable value of the ending inventory.

  4. 4 To evaluate the appropriateness of the accounting policy for recognizing the allowance for inventory valuation losses, we obtained the inventory aging report and compared the historical data of allowance for inventory valuation losses with actual disposal of inventory.

  5. Attended to the inventory counts at the end of year in order to evaluate the condition of the inventory and the reasonableness of the allowance for inventory valuation loss recognition to outdated inventory and spoilage.

For the policy on evaluating the allowance for inventory valuation losses, refer to Note 5 for critical accounting judgments and key sources of estimation uncertainty.

Gain on Disposal of Assets of Subsidiaries Accounted for Using the Equity Method

Silitech Group decided to sell its tenure, property, plant, equipment and investment property in Suzhou by the approval of the board of directors, for which it generated a gain of $153,905 thousand on the disposal of its assets, representing approximately (401%) of the comprehensive income. We considered the overall financial statements to have a significant impact. If the substance of the transaction was not recorded correctly and reflected, it will affect the balance of the assets and the gain or loss on the financial statement. Therefore, we regard the gain or loss on disposal of relevant assets as key audit matter in our audit.

The audit procedures on testing the disposal of assets were as follows:

  1. Whether the decision of selling the tenure, property, plant, equipment and investment property was determined by the board of directors. Inspected the contracts and valuation report to verify the authenticity and reasonableness of the price.

  2. Sampled the transactions to the bank statements, and calculated the gain or loss on disposal of assets to verify the accuracy of such transactions.

23

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

Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

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

Auditors’ Responsibilities for the Audit of the Financial Statements

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

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

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

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

24

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

  2. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the Company audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2018 and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors’ report are Yung-Hsiang Chao and Jr-Shian Ke.

Deloitte & Touche Taipei, Taiwan Republic of China February 25, 2019

Notice to Readers

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

For the convenience of readers, the independent auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors’ report and financial statements shall prevail.

25

SILITECH TECHNOLOGY CORPORATION

BALANCE SHEETS DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)

Notes receivable, net
Trade receivables, net (Notes 4, 5 and 9)
Trade receivables from related parties (Notes 4, 5, 9 and 23)
Other receivables (Note 4)
Other receivables from related parties (Notes 4 and 23)
Current tax assets (Note 18)
Inventories, net (Notes 4 and 10)
Other current assets

Total current assets

NON-CURRENT ASSETS
Financial assets at fair value through other comprehensive income (FVTOCI) (Notes 3, 4 and 7)
Financial assets measured at costs (Notes 4 and 8)
Investments accounted for using the equity method (Notes 4 and 11)
Property, plant and equipment, net (Notes 4 and 12)
Intangible assets, net
Deferred tax assets (Notes 4 and 18)
Refundable deposits (Note 4)
Other non-current assets

Total non-current assets

TOTAL

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Trade payables (Note 4)

Trade payables to related parties (Notes 4 and 23)

Other payables (Notes 4 and 13)

Other payables to related parties (Notes 4 and 23)

Current tax liabilities (Notes 4 and 18)

Other current liabilities


Total current liabilities


NON-CURRENT LIABILITIES

Net defined benefit liabilities (Notes 4 and 14)

Deferred tax liabilities (Notes 4 and 18)


Total non-current liabilities


Total liabilities


EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANY (Notes 4 and 15)

Share capital

Ordinary shares

Capital surplus

Retained earnings

Legal reserve

Special reserve

Unappropriated earnings

Total retained earnings

Other equity

Treasury shares


Total equity


TOTAL
2018
Amount
%
$ 340,164
8
-
-
274,477
7
10,618
-
9,998
-
2,381
-
495
-
22,101
1

9,630

-


669,864
16

7,308
-
-
-
3,431,464
81
54,949
1
1,216
-
73,952
2
175
-

6,002

-


3,575,066
84

$ 4,244,930
100

$ 53,873
1

259,176
6

76,085
2

9,575
-

-
-

6,305

-



405,014

9



42,971
1

33,357

1



76,328

2



481,342
11



1,793,838
42


507,154
12


1,109,766
26

139,742
3

495,929
12


1,745,437
41


(282,841)
(6)


-

-



3,763,588
89


$ 4,244,930
100
2017















































































Amount
%
$ 490,856
11

46
-

236,415
6

17,447
1

6,513
-

1,706
-

-
-

1,813
-

12,406

-

767,202
18

-
-

11,165
-

3,413,592
79

60,939
1

-
-

64,541
2

376
-

-

-

3,550,613
82
$ 4,317,815
100
$ 48,488
1

267,723
6

77,783
2

11,120
-

972
-

15,319

1

421,405
10

57,888
1

36,460

1

94,348

2

515,753
12

1,893,838
44

535,425
12

1,109,766
25

87,174
2

550,255
13

1,747,195
40

(139,742)
(3)

(234,654)
(5)

3,802,062
88
$ 4,317,815
100

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

26

SILITECH TECHNOLOGY CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Loss Per Share)

OPERATING REVENUE (Notes 4, 16 and 23)

COST OF GOODS SOLD (Notes 10, 20 and 23)

GROSS PROFIT
UNREALIZED GAIN ON TRANSACTIONS WITH
SUBSIDIARIES AND ASSOCIATES
REALIZED GAIN ON TRANSACTIONS WITH
SUBSIDIARIES AND ASSOCIATES

REALIZED GROSS PROFIT

OPERATING EXPENSES (Notes 20 and 23)
Selling and marketing expenses
General and administrative expenses

Research and development expenses
Expected credit gain

Total operating expenses

LOSS FROM OPERATIONS

NON-OPERATING INCOME AND EXPENSES
Other income (Notes 17 and 23)
Other gains and losses (Note 17)
Finance costs
Share of profit or loss of subsidiaries and associates
Total non-operating income and expenses

LOSS BEFORE INCOME TAX
INCOME TAX BENEFIT (Notes 4 and 18)

NET LOSS FOR THE YEAR
2018
Amount
%
$ 977,970
100
(861,007)
(88)

116,963
12
(113)
-
47

-

116,897
12

(44,940)
(4)
(123,558)
(13)
(41,622)
(4)
1,217

-

(208,903)
(21)

(92,006)
(9)

13,581
1
18,730
2
-
-
25,060

3

57,371

6

(34,635)
(3)
819

-

(33,816)
(3)
2017






























Amount
%
$ 947,665
100
(844,352)
(89)

103,313
11

(47)
-

99

-

103,365
11

(43,538)
(5)
(120,484)
(13)

(42,934)
(4)

-

-
(206,956)
(22)
(103,591)
(11)

15,500
2

(53,906)
(6)

(11,076)
(1)

56,948

6

7,466

1

(96,125)
(10)

14,107

1

(82,018)
(9)
(Continued)

27

SILITECH TECHNOLOGY CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars, Except Loss Per Share)

OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to
profit or loss:
Remeasurement of defined benefit plans

Unrealized loss on investments in equity
instruments at fair value through other
comprehensive loss
Share of the other comprehensive income (loss) of
subsidiaries and associates accounted for using
the equity method
Income tax benefit relating to items that will not
be reclassified subsequently to profit or loss
(Note 18)


Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translating foreign
operations
Share of the other comprehensive income (loss) of
subsidiaries and associates for using the equity
method
Income tax benefit relating to items that may be
reclassified subsequently to profit or loss
(Note 18)


Other comprehensive loss for the year, net of
income tax

TOTAL COMPREHENSIVE LOSS FOR THE YEAR
LOSS PER SHARE (NT dollars; Note 19)
Basic
Diluted
2018
Amount
%
$ (2,089)
-
(3,858)
(1)
867
-
1,220

-

(3,860)
(1)

(8,898)
(1)
1,578
-
6,522

1

(798)

-

(4,658)
(1)

$ (38,474)
(4)

$ (0.19)
$ (0.19)
2017
















Amount
%
$ (3,148)
-

-
-

(1,384)
-

513

-

(4,019)

-

(61,162)
(7)

(2,191)
-

10,785

1

(52,568)
(6)

(56,587)
(6)
$ (138,605)
(15)
$ (0.46)
$ (0.46)
$




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

(Concluded)

28

SILITECH TECHNOLOGY CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

BALANCE AT JANUARY 1, 2017
Appropriation of 2016 earnings
Special reserve
Net loss for the year ended December 31, 2017
Other comprehensive income (loss) for the year ended
December 31, 2017, net of income tax

Total comprehensive income (loss) for the year ended
December 31, 2017

BALANCE AT DECEMBER 31, 2017
Effect of retrospective application

BALANCE AT JANUARY 1, 2018 AS RESTATED
Appropriation of 2017 earnings
Special reserve
Net loss for the year ended December 31, 2018
Other comprehensive income (loss) for the year
ended December 31, 2018, net of income tax

Total comprehensive loss for the year ended
December 31, 2018

Cancelation of treasury shares

BALANCE AT DECEMBER 31, 2018
Share Capital
Ordinary
Shares (In
Thousands)
Amount
189,384 $ 1,893,838
-
-
-
-
-

-

-

-

189,384
1,893,838
-

-

189,384
1,893,838
-
-
-
-
-

-

-

-

(10,000)

(100,000)

179,384
$ 1,793,838
Capital
Surplus

$ 535,425

-

-

-


-


535,425

-


535,425

-

-

-


-


(28,271)

$ 507,154
Retained Earnings

Legal Reserve
Special
Reserve
Unappropriated
Earnings
$ 1,109,766 $ - $ 723,466

-
87,174
(87,174)

-
-
(82,018)

-

-

(4,019)


-

-

(86,037)


1,109,766
87,174
550,255

-

-

138,383


1,109,766
87,174
688,638

-
52,568
(52,568)

-
-
(33,816)

-

-

58


-

-

(33,758)


-

-

(106,383)

$ 1,109,766
$ 139,742
$ 495,929
Other Equity Unrealized
Loss on
Financial
Assets at
FVTOCI
$ -

-

-

-


-


-

(138,178)


(138,178)

-

-

(3,918)


(3,918)


-

$ (142,096)
Treasury
Shares

$ (234,654)

-

-

-


-


(234,654)

-


(234,654)

-

-

-


-


234,654

$ -
Total Equity
$ 3,940,667

-

(82,018)

(56,587)

(138,605)

3,802,062

-

3,802,062

-

(33,816)

(4,658)

(38,474)

-
$ 3,763,588
Exchange
Differences on
Unrealized
Loss on
Translating Available-for-
Foreign
Operations
sale Financial
Assets
$ (87,289) $ 115

-
-

-
-

(52,658)

90


(52,658)

90


(139,947)
205

-

(205)


(139,947)
-

-
-

-
-

(798)

-


(798)

-


-

-

$ (140,745)
$ -






Ordinary
Shares (In
Thousands)
189,384
-
-
-

-

189,384
-

189,384
-
-
-

-

(10,000)

179,384
Legal Reserve
$ 1,109,766

-

-

-


-


1,109,766

-


1,109,766

-

-

-


-


-

$ 1,109,766

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

29

SILITECH TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Loss before income tax

Adjustments for:
Depreciation expenses
Amortization expenses
Impairment loss recognized on trade receivables
Expected credit gain reversed on trade receivables
Net gain on fair value change of financial assets at FVTPL
Finance costs
Interest income
Share of profit of subsidiaries and associates
Net gain on disposal of property, plant and equipment
Unrealized loss (gain) on the transactions with subsidiaries and
associates
Net loss on disposal of inventories
Changes in operating assets and liabilities
Financial assets held for trading
Financial assets mandatorily classified as at FVTPL
Notes receivable
Trade receivables
Trade receivables from related parties
Other receivables
Other receivables from related parties
Inventories
Other current assets
Trade payables
Trade payables to related parties
Other payables
Other payables to related parties
Other current liabilities
Net defined benefit liabilities

Cash used in operations
Interest received
Dividends received
Interest paid
Income tax paid

Net cash (used in) generated from operating activities
2018
$ (34,635)
10,418
610
-
(1,217)
(162)
-
(5,134)
(25,060)
-
66
3,298
-
162
46
(36,845)
6,829
(4,201)
(676)
(23,586)
2,776
5,385
(8,547)
(4,405)
(1,545)
(9,014)
(17,007)

(142,444)
5,851
669
-
(5,420)

(141,344)
2017
$ (96,125)
12,937
2,100
965

-

(919)
11,076

(10,512)

(56,948)
(2,115)
(52)
658
919
-
(46)

(131,531)
13,174

(235)

2,512

(1,312)
(3,596)
22,640

125,542

3,471

5,086

6,476

1,447

(94,388)
11,381
257,247
(11,952)

(16,993)

145,295
(Continued)

30

SILITECH TECHNOLOGY CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property, plant and equipment

Proceeds from disposal of property, plant and equipment
Decrease in refundable deposits
Payments for intangible assets

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of long-term borrowings

NET DECREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
2018
$ (7,723)
-
201
(1,826)

(9,348)

-

(150,692)
490,856

$ 340,164
2017
$ (6,965)
3,984
-

(800)

(3,781)
(1,440,000)
(1,298,486)

1,789,342
$ 490,856

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

(Concluded)

31

Attachment 4

Audit Committee’s Review Report

To: The 2019 Annual General Shareholders’ Meeting of Silitech Technology Corporation

The Board of Directors has prepared and submitted to the undersigned, Audit Committee of Silitech Technology Corporation the 2018 Business Report, Financial Statements and the proposal of distribution of earnings. The Financial Statements have been duly audited by Certified Public Accountants Yung-Hsiang Chao and Jr-Shian Ke of Deloitte Touche Tohmatsu International Taiwan. The above Business Report, Financial Statements and the proposal of distribution of earnings have been examined and determined to be correct by the undersigned. This Report is duly submitted in accordance with Article 14-4 of Securities and Exchange Act and Article 219 of the Company Act.

Convener of the Audit Committee:

Mr. James Kuo February 25, 2019

32

Attachment 5

Silitech Technology Corporation

Comparison Table of Amendments to “Regulation and Procedure for Board of Directors Meetings”

After Amendment Before Amendment Note
Article 1
To establish a strong governance
system, sound supervisory capabilities
and management capabilities for the
Company’s board of directorsand to
assist directors in performing their
duties to improve the performance of
the board of directors,these Rules are
adopted pursuant to Article 2 of the
Regulations Governing Procedure for
Board of Directors Meetings of Public
Companies.
Article 1
To establish a strong governance
system, sound supervisory capabilities
and management capabilities for the
Company’s board of directors, these
Rules are adopted pursuant to Article 2
of the Regulations Governing
Procedure for Board of Directors
Meetings of Public Companies.
Added details
regarding
objectives in
establishing the
procedures for
handling
directors’
requests.
Article 2
With respect to the board of directors
meetings ("board meetings") of the
Company,unless elsewhere specified
by law or the Articles of Incorporation,
the main agenda items, working
procedures, required content of meeting
minutes, public announcements, other
compliance requirements,and the
handling of relevant requests from the
Company’s directorsshall be handled in
accordance with the provisions of these
Rules.

Article 2
With respect to the board of directors
meetings ("board meetings") of the
Company, the main agenda items,
working procedures, required content of
meeting minutes, public
announcements, and other compliance
requirements shall be handled in
accordance with the provisions of these
Rules.

Added references
for handling
procedures
regarding
director’
requests.
Article 3
The board of directors shall meet at
least quarterly.
A notice of the reasons for convening a
board meeting shall be given to each
director 7 days before the meeting is
convened. In emergency circumstances,
however,a board meetingmaybe called

Article 3
The board of directors shall meet at
least quarterly.
A notice of the reasons for convening a
board meeting shall be given to each
director 7 days before the meeting is
convened. In emergency circumstances,
however,a board meetingmaybe called

In accordance
with the sample
template for
“XXX Co., Ltd
standard
operational
protocol for
respondingto

33

After Amendment Before Amendment Note
on shorter notice. The notice to be given
under the preceding paragraph may be
effected by means of electronic
transmission with the prior consent of
the recipients.
All matters set forth under Article 12,
Paragraph 1 of these Rules shall be
specified in the notice of the reasons for
convening a board meeting. None of
those matters may be raised by an
extraordinary motion except in the case
of an emergency or for other legitimate
reason.
The Company’s directors shall be
offered proper and timely information,
whose form and quality shall be
sufficient to enable the directors to
make decisions with sufficient access to

on shorter notice. The notice to be given
under the preceding paragraph may be
effected by means of electronic
transmission with the prior consent of
the recipients.
All matters set forth under Article 12,
Paragraph 1 of these Rules shall be
specified in the notice of the reasons for
convening a board meeting. None of
those matters may be raised by an
extraordinary motion except in the case
of an emergency or for other legitimate
reason.

requests from
directors”, added
that directors’
shall receive
proper and timely
information in
order to perform
their duties.
relevant information and to perform
their duties.
Article 4
The designated unit responsible for the
board meetings of the Company shall be
Finance Department. The designated
unit of the Board shall draft agenda
items and prepare sufficient meeting
materials, and shall deliver them
together with the notice of the meeting.
A director who is of the opinion that the
meeting materials provided are
insufficient may request their
supplementation by the unit responsible
for board meetings, the designated unit
should provide within 2 days.If a
director is of the opinion that materials
concerning any proposal are
insufficient, the deliberation of such
proposal may be postponed by a
resolution of the board of directors.


Article 4
The designated unit responsible for the
board meetings of the Company shall be
Finance Department. The designated
unit of the Board shall draft agenda
items and prepare sufficient meeting
materials, and shall deliver them
together with the notice of the meeting.
A director who is of the opinion that the
meeting materials provided are
insufficient may request their
supplementation by the unit responsible
for board meetings. If a director is of
the opinion that materials concerning
any proposal are insufficient, the
deliberation of such proposal may be
postponed by a resolution of the board
of directors.


In accordance
with the sample
template for
“XXX Co., Ltd
standard
operational
protocol for
responding to
requests from
directors”, added
time limit for
providing
supplementary
materials to
directors’
meetings.

34

After Amendment Before Amendment Note
Article 7
Board meetings shall be convened and
chaired by the chairperson of the board.
The majority or more of the directors
may, by filing a written proposal setting



Article 7
Board meetings shall be convened and
chaired by the chairperson of the board.
However, with respect to the first
meeting of each newly elected board of
directors, it shall be called and chaired
by the director that received votes
representing the largest portion of
voting rights at the shareholders
meeting in which the directors were
elected; if two or more directors are so
entitled to convene the meeting, they
shall select from among themselves one
director to serve as chair.
When the chairperson of the board is on
leave or for any reason unable to
exercise the powers of chairperson, the
vice chairperson shall act in place of the
chairperson; if there is no vice
chairperson or the vice chairperson is
also on leave or for any reason unable
to exercise the powers of vice
chairperson, the chairperson shall
appoint one of the directors to act. If no
such designation is made by the
chairperson, the directors shall select
one person from among themselves to
serve as chair.



1. In accordance
with the
amendments
to Article
203-1 of the
Company
Act, added
the way to
convene a
meeting of
the board of
directors.
2. In accordance
with the
amendments
to Article 203
of the
Company
Act, added
the way to
convene a
meeting of
the board of
directors after
re-election.

forth therein the subjects for
discussions and the reasons, request the

chairperson of the board of directors to
convene a meeting of the board of
directors.
If the chairperson of the board of
directors fails to convene a meeting of
board of directors within 15 days after
the filing of the request under the
preceding paragraph, the proposing
directors may convene a meeting of
board of directors on their own, they
shall select from among themselves one

director to serve as chair.
However, with respect to the first
meeting of each newly elected board of
directors, it shall be called and chaired
by the director that received votes
representing the largest portion of
voting rights at the shareholders
meeting in which the directors were
electedwithin 15 days after re-election;
if two or more directors are so entitled
to convene the meeting, they shall
select from among themselves one
director to serve as chair.
In case the director elect receiving the a

ballot representing the largest number
of votes fails to convene the meeting of

the board of directors within the time
limit set out in the preceding paragraph

of this Article, then the majority or
more of the directors elect may convene

the meeting on their own, they shall

35

After Amendment Before Amendment Note
select from among themselves one
director to serve as chair.
When the chairperson of the board is on
leave or for any reason unable to
exercise the powers of chairperson, the
vice chairperson shall act in place of the
chairperson; if there is no vice
chairperson or the vice chairperson is
also on leave or for any reason unable
to exercise the powers of vice
chairperson, the chairperson shall
appoint one of the directors to act. If no
such designation is made by the
chairperson, the directors shall select
one person from among themselves to
serve as chair.

Article 12
The matters listed below as they relate
to the Company shall be raised for
discussion at a board meeting:
A. the Company’s business plan.
B. Annual and semi-annual financial
reports, with the exception of
semi-annual financial reports which,
under relevant laws and regulations,
need not be audited and attested by a
certified public accountant (CPA).
C. Adoption or amendment of an
internal control system pursuant to
Article 14-1 of the Securities and
Exchange Act, and an assessment of
the effectiveness of the internal
control system.
D. Adoption or amendment, pursuant to
Article 36-1 of the Securities and
Exchange Act, of any handling
procedures for material financial or
business transactions,such as the
Article 12
The matters listed below as they relate
to the Company shall be raised for
discussion at a board meeting:
A. the Company’s business plan.
B. Annual and semi-annual financial
reports, with the exception of
semi-annual financial reports which,
under relevant laws and regulations,
need not be audited and attested by a
certified public accountant (CPA).
C. Adoption or amendment of an
internal control system pursuant to
Article 14-1 of the Securities and
Exchange Act, and an assessment of
the effectiveness of the internal
control system.
D. Adoption or amendment, pursuant to
Article 36-1 of the Securities and
Exchange Act, of any handling
procedures for material financial or
business transactions,such as the

The Company is
not a foreign and
par value of
shares is NT$10.
The fourth
paragraph is not
applicable, so it
was deleted.

36

After Amendment

Before Amendment

acquisition or disposal of assets, derivatives trading, loans of funds to others, and endorsements or guarantees for others.

acquisition or disposal of assets, derivatives trading, loans of funds to others, and endorsements or guarantees for others.

  • E. The offering, issuance, or private placement of equity-type securities.

  • F. The appointment or discharge of a financial, accounting, or internal audit officer.

E. The offering, issuance, or private placement of equity-type securities. F. The appointment or discharge of a financial, accounting, or internal audit officer.

Note

  • G. A donation to a related party or a G. A donation to a related party or a major donation to a non-related major donation to a non-related party, provided that a public-interest party, provided that a public-interest donation of disaster relief that is donation of disaster relief that is made for a major natural disaster made for a major natural disaster may be submitted to the following may be submitted to the following board of directors meeting for board of directors meeting for retroactive recognition. retroactive recognition.

H. Any matter that, under Article 14-3 H. Any matter that, under Article 14-3 of the Securities and Exchange Act of the Securities and Exchange Act or any other law, regulation, or or any other law, regulation, or bylaw, must be approved by bylaw, must be approved by resolution at a shareholders meeting resolution at a shareholders meeting or board meeting, or any material or board meeting, or any material matter as may be prescribed by the matter as may be prescribed by the competent authority. competent authority.

The term “related party” in

Subparagraph G of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major donation to a non-related party" means an individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NTD 100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the

The term "related party" in

Subparagraph G of the preceding paragraph means a related party as defined in the Regulations Governing the Preparation of Financial Reports by Securities Issuers. The term "major donation to a non-related party" means an individual donation, or cumulative donations within a 1-year period to a single recipient, at an amount of NTD 100 million or more, or at an amount equal to or greater than 1 percent of net operating revenue or 5 percent of paid-in capital as stated in the

37

After Amendment Before Amendment Note
CPA-attested financial report for the
most recent year.
The term "within a 1-year period" in the
preceding paragraph means a period of
1 year calculated retroactively from the
date on which the current board of
directors meeting is convened.
Amounts already submitted to and
passed by a resolution of the board are
exempted from inclusion in the
calculation. Each meeting of the
Company’s board of directors shall be
attended by at least one independent
director in person. In the case of a
meeting concerning any matter required
to be submitted for a resolution by the
board of directors under Paragraph 1, all
independent directors shall attend in
person; if an independent director is
unable to attend in person, he or she
shall appoint another independent
director to attend as his or her proxy,
and may not be represented by a
non-independent director via proxy. If
an independent director expresses an
objection or reservation, the matter shall
be recorded in the board meeting
minutes; if an independent director
intends to express an objection or
reservation but is unable to attend the
meeting in person, then unless there is a
legitimate reason to do otherwise, that
director shall issue a written opinion in
advance, which shall be recorded in the
board meeting minutes.

CPA-attested financial report for the
most recent year.
The term "within a 1-year period" in the
preceding paragraph means a period of
1 year calculated retroactively from the
date on which the current board of
directors meeting is convened.
In the case of a foreign issuer whose
shares have no par value or a par value
other than NT$10, 2.5 percent of
shareholders’equity shall be substituted




for the calculation of the amount equal
to 5 percent of paid-in capital required
under this paragraph.
Amounts already submitted to and
passed by a resolution of the board are
exempted from inclusion in the
calculation. Each meeting of the
Company’s board of directors shall be
attended by at least one independent
director in person. In the case of a
meeting concerning any matter required
to be submitted for a resolution by the
board of directors under Paragraph 1, all
independent directors shall attend in
person; if an independent director is
unable to attend in person, he or she
shall appoint another independent
director to attend as his or her proxy,
and may not be represented by a
non-independent director via proxy. If
an independent director expresses an
objection or reservation, the matter shall
be recorded in the board meeting
minutes; if an independent director
intends to express an objection or
reservation but is unable to attend the
meeting in person, then unless there is a
legitimate reason to do otherwise,that

38

After Amendment Before Amendment Note
director shall issue a written opinion in
advance, which shall be recorded in the
board meetingminutes.
Article 15
If a director or a juristic person that the
director represents is an interested party
in relation to an agenda item, the
director shall state the important aspects
of the interested party relationship at
the respective meeting. When the
relationship is likely to prejudice the
interest of the Company, that director
may not participate in discussion or
voting on that agenda item and shall
recuse him or herself from the
discussion or the voting on the item,
and may not exercise voting rights as
proxy for another director.
Where the spouse, a blood relative
within the second degree of kinship of a





Article 15
If a director or a juristic person that the
director represents is an interested party
in relation to an agenda item, the
director shall state the important aspects
of the interested party relationship at the
respective meeting. When the
relationship is likely to prejudice the
interest of the Company, that director
may not participate in discussion or
voting on that agenda item and shall
recuse him or herself from the
discussion or the voting on the item, and
may not exercise voting rights as proxy
for another director.
Where a director is prohibited by the
preceding paragraph from exercising
voting rights with respect to a resolution
at a board meeting, the provisions of
Article 180, Paragraph 2 of the
Company Act apply mutatis mutandis in
accordance with Article 206, Paragraph
3 of the same Act.




In accordance
with the
amendments to
Article 206 of the
Company Act,
added the
definition of
interest relations.

director, or any company which has a
controlling or subordinate relation with

a director has interests in the matters
under discussion in the meeting of the
preceding paragraph, such director shall

be deemed to have a personal interest in

the matter.
Where a director is prohibited by the
precedingtwoparagraphsfrom
exercising voting rights with respect to
a resolution at a board meeting, the
provisions of Article 180, Paragraph 2
of the Company Act apply mutatis
mutandis in accordance with Article
206,Paragraph 3 of the same Act.
Article 18
The Company has appointed a
Corporate Governance Officer, who
shall be responsible for handling
In accordance
with the sample
template for
“XXX Co.,Ltd

39

After Amendment Before Amendment Note
directors'requirements, which shall be
completed within 7 days and based on
the principle of assisting the directors in
standard
operational
protocol for
responding to
requests from
directors”, added
details regarding
person
responsible and
time limits for
handling
directors’
requests.

performing their duties in a prompt and

effective manner.
Article 19
The Company's directors shall all
receive assistance from the Corporate
Governance Officer to ensure
compliance with applicable laws and
regulations concerning the procedures
of the Board of Directors meeting, as
well as proper information exchange
between the members of the Board of
Directors, as well as between the
directors and managerial departments.
In accordance
with the sample
template for
“XXX Co., Ltd
standard
operational
protocol for
responding to
requests from
directors”, added
expected
outcomes for
Corporate
Governance
Officer’s
assistance to
directors.
Article20
These Rules shall be adopted by the
approval of meeting of the board of
directors and shall be reported to the
shareholders’ meeting. Any future
amendment may be adopted with a
resolution of the board of directors.
Article 18
These Rules shall be adopted by the
approval of meeting of the board of
directors and shall be reported to the
shareholders’ meeting. Any future
amendment may be adopted with a
resolution of the board of directors.
Modified article
numbering.
Article21 Article 19 Modified article

40

After Amendment Before Amendment Note
These Rules were implemented on
January1,2007
These Rules were implemented on
January1,2007
numbering.
Article 22
These Rules were established on
December 20, 2006.
The first amendment was made on April
25, 2008.
The second amendment was made on
April 27, 2010.
The third amendment was made on
April 26, 2012 and implemented by the
5th board of directors on June 22, 2012.
The fourth amendment was made on
October 25, 2012.
The fifth amendment was made on
March 24, 2015.
The sixth amendment was made on
October 26, 2017.
The seventh amendment was made on
April 25, 2019.


Article 20
These Rules were established on
December 20, 2006.
The first amendment was made on April
25, 2008.
The second amendment was made on
April 27, 2010.
The third amendment was made on
April 26, 2012 and implemented by the
5th board of directors on June 22, 2012.
The fourth amendment was made on
October 25, 2012.
The fifth amendment was made on
March 24, 2015.
The sixth amendment was made on
October 26, 2017.


Modified article
numbering and
added the date of
amendment.

41

Attachment 6

Silitech Technology Corporation Statement of Earnings Appropriation

Year 2018

Unit: NTD
Items Amount
Unallocated earnings, beginning of year 497,685,955
Add: effect of retrospective application and retrospective restatement 138,383,622
Adjusted unallocated earnings, beginning of year 636,069,577
Add: adjustments on re-measurement on define benefit plans recognized
in retained earnings
58,288
Less: cancellation of treasury shares debit retained earnings (106,382,562)
Adjusted unallocated earnings 529,745,303
Less: Net loss (33,815,884)
Less: Special reserve (143,099,274)
Unallocated earnings, end of year 352,830,145

Note: Special reserve is appropriated in accordance with Article 41 paragraph 1 of Securities and Exchange Act and Financial-Supervisory-Securities, No. 1010012865 of the Financial Supervisory Commission dated April 6, 2012 and No. 1010047490 of the Financial Supervisory Commission dated November 21, 2012.

42

Attachment 7

Silitech Technology Corporation

Comparison Table of Amendments to “Articles of Incorporation”

After Amendment Before Amendment Note
Article I
The Company is duly incorporated in
accordance with provisions governing
limited companies under the
Company Act in the full name of
Silitech Technology Corporation.

Article I
The Company is duly incorporated in
accordance with provisions governing
limited companies under the
Company Act in the full name of
Silitech Technology Corporation.

The English name
provided above is
also specified in the
Chinese version of
the Articles of
Incorporation in
accordance with the
amendments to
Article 392-1 of the
Company Act
regarding company
names in foreign
language(s), to meet
the requirements of
internationalization.
Article IV-2
In accordance with the Company Act,

A new paragraph is
hereby added: In
accordance with the
amendments to
Articles 167-1,
167-2 and 267
regarding employee
reward systems, the
recipients may
include the
employees of the
Company's parent
or subsidiary
companies that meet
certain specific
requirements.

the Company may transfer shares
bought back by the Company to
employees of the Company's parent or

subsidiary companies that meet
certain specific requirements.
In accordance with the Company Act,

the Company may issue share
subscription warrants to the
employees of the Company's parent or

subsidiary companies that meet
certain specific requirements.
In accordance with the Company Act,

when the Company issues new shares

reserved for purchase by employees,
such purchasing employees may
include those of the Company's parent

or subsidiary companies that meet
certain specific requirements.
In accordance with the Company Act,

where the Company issues restricted

43

After Amendment Before Amendment Note
new shares, those to whom they are
restricted may include employees of
the Company's parent or subsidiary
companies that meet certain specific
requirements.
Where the securities management
authorities have other rules governing

the qualification requirements of
employees specified in the 4
preceding paragraphs, such rules shall

be followed.
Article V
For the shares issued by the
Company, the Company may be
exempted from printing share
certificates but shall have the shares
so issued duly registered with the
centralized securities depository
enterprise.
Article V
The Company’s shares are registered
ones, which shall be duly signed and
sealed by a minimum of three
directors and issued after duly
authenticated by the competent
authority or the issuance registry
entity approved by the competent
authority.For the shares issued by the
Company, the Company may be
exempted from printing share
certificates but shall have the shares
so issued duly registered with the
centralized securities depository
enterprise.
The Company is a
public company. All
stock issued by the
Company is
non-physical;
hence, the
regulations
regarding physical
stock in the first
part of this Article
were deleted.
Article VII
The shareholders’ meeting hereof is
in two categories: regular meetings
and special meetings. The former is
convened once a year within six
months from the closing of each fiscal
year,and the latter may be duly called
whenever necessary.
The shareholders’meeting convened
by the Board of Directors shall be
chaired by the chairman. When the
chairman is absent, action on the
chairman's behalf shall be duly
handled in accordance with Article
208 of the Company Act. In the event

Article VII
The shareholders’ meeting hereof is
in two categories: regular meetings
and special meetings. The former is
convened once a year within six
months from the closing of each fiscal
year.

Added rules
governing the
timings for
convening
provisional
shareholders'
meetings, as well as
for appointing
chairpersons for
shareholders'
meetings.

44

After Amendment Before Amendment Note
that the shareholders’meeting is
convened by a person not on the
Board of Directors, the shareholders’
meeting shall be chaired by that
convener. If there are two or more
persons having the convening right,
the chairman of the meeting shall be
elected from among themselves.
Article X-1
Minutes of the shareholders'meeting
shall be duly recorded to cover the
decisions resolved, to be duly signed
or have seal affixed by the
chairperson and delivered to all
shareholders within twenty days after
the meeting and be distributed to all
shareholders of the company in
accordance with the Company Act.
The minutes shall include the month,
date, year, location, the chairperson’s
name, method to resolve a decision,
the highlights of discussion and
results thereof. The minutes of the
shareholders’meeting shall be
archived in the Company along with
the shareholders’sign-in book and
powers of attorney presented by
proxies according to law.
Added rules
governing the
production of
shareholders'
meeting minutes.
Article XI
The Company has seven to fifteen
directors, elected in the shareholders’
meeting from the candidate of
disposing capacity,eachwith a
three-year tenure of office and eligible
for reelection. Directors shall be duly
elected in accordance with
Regulations Governing Election of
Directors of the Company.
The aforementioned number of
directors shall include a minimum of
three independent directors(including

Article XI
The Company has seven to fifteen
directors, elected in the shareholders’
meeting from the candidate of
disposing capacity, with a three-year
tenure of office and eligible for
reelection. Directors shall be duly
elected in accordance with
Regulations Governing Election of
Directors of the Company.
The aforementioned number of
directors shall include a minimum of
three independent directors,and the
1. Revised wording.
2. Added regulation
regarding
inclusion of a
minimum of one
independent
director with
expertise in
finance or
accounting.

45

After Amendment Before Amendment Note
a minimum of one independent
director with expertise in accounting
or finance),and the number of
independent directors shall not be less
than the minimum of one-fifth of the
total number of director seats. The
Company's directors (including
independent directors) are elected in a
candidate nomination system set forth
in Article 192-1 of the Company Act.
The shareholders’ meeting shall elect
independent directors from the list of
candidates. Matters regarding
independent directors’ professional
qualification requirements,
shareholding, restrictions on
concurrent posts, recognition of
independence, methods of nomination
and election, and other matters to be
complied with shall be duly handled
in accordance with the requirements
promulgated by the competent
authority in charge of securities
affairs.
The Company duly establishes the
Audit Committee in accordance with
Article 14-4 of the Securities and
Exchange Act which shall be duly
organized by independent directors in
full.
The total number of the Company’s
shares held by all directors shall not
be less than the percentage
promulgated by the competent
authority.
number of independent directors shall
not be less than the minimum of
one-fifth of the total number of
director seats. The Company's
directors (including independent
directors) are elected in a candidate
nomination system set forth in Article
192-1 of the Company Act. The
shareholders’ meeting shall elect the
right independent directors out of the
list of candidates. Matters regarding
independent directors’ professional
qualification requirements,
shareholding, restriction on
concurrent post, recognition of
independence, methods of nomination
and election, and other matters to be
complied with shall be duly handled
in accordance with the requirements
promulgated by the competent
authority in charge of securities
affairs.
The Company duly establishes the
Audit Committee in accordance with
Article 14-4 of the Securities and
Exchange Act which shall be duly
organized by independent directors in
full.
The total number of the Company’s
shares held by all directors shall not
be less than the percentage
promulgated by the competent
authority.
Article XII
The Board of Directors is duly
organized by directors. By attendance
of two thirds of directors and a
majority of votes of attending
directors,one chairman shall be duly
Article XII
The Board of Directors is duly
organized by directors. By attendance
of two thirds of directors and a
majority of votes of attending
directors,one chairman shall be duly
1. Revised
paragraph
numbering: The
final words in
Paragraph 1 were
singled out and

46

After Amendment Before Amendment Note
elected. In the same manner, one vice
chairman shall be elected as
necessary. The chairman shall chair
the shareholders’ meeting and Board
of Directors meeting internally and
represent the Company externally, as
assisted by the vice chairman.
The Board of Directors shall convene
the meeting on a quarterly basis and
may convene an extraordinary
meetingwhen the chairman shall, if
deemed necessary, or at the request of


elected. In the same manner, one vice
chairman shall be elected as
necessary.Where the seats of
directors are vacated by one-third, a
shareholders’meeting shall be duly
held in six month to elect ones
supplementarily.
The chairman shall chair the
shareholders’ meeting and Board of
Directors meeting internally and
represent the Company externally, as
assisted by the vice chairman.
The Board of Directors shall convene
the meeting on a quarterly basis and
may convene an extraordinary
meetingwhenever it’s necessary.
During the chairman’s absence or
unavailability for performance of
duties, the substitution shall be duly
handled in accordance with Article
208 of the Company Act.
Notices for convening meetings may
be made in writing or by e-mail or
fax. An extraordinary meeting may be
convened at any time in case of an
emergency.
The Board of Director meetings may
be conducted by video conference.
Directors who participate in the
meeting through video conference are
deemed to have attended in person.
Directors should attend the board of
directors meeting. A director who is
unavailable to attend the board of
directors meeting may be represented
by another director per Article 205 of
the Company Act.
Remuneration to directors shall be

renumbered as
Article 12-1;
Paragraph 2 was
incorporated into
Paragraph 1;
Paragraphs 7 and
8 were
renumbered as
Articles 12-5 and
12-6 respectively.
2. Added rules
governing timing
for convening an
extraordinary
Board of
Directors
meeting.

two or more directors. The meeting
shall be convened and chaired by the
chairman of the board.During the
chairman’s absence or unavailability
for performance of duties, the
substitution shall be duly handled in
accordance with Article 208 of the
Company Act.
Notices for convening meetings may
be made in writing or by e-mail or
fax. An extraordinary meeting may be
convened at any time in case of an
emergency.
The Board of Director meetings may
be conducted by video conference.
Directors who participate in the
meeting through video conference are
deemed to have attended in person.
Directors should attend the board of
directors meeting. A director who is
unavailable to attend the board of
directors meeting may be represented
by another director per Article 205 of
the Company Act.

47

After Amendment Before Amendment Note
duly determined by the Board of
Directors with reference to the level
of their participation in the business
operation and values of their
contribution as well as the level
prevalent in fellow firms at home and

abroad. The Company may establish a

separate but reasonable set of
remuneration rules for independent
directors.
The Company may purchase liability
insurance for directors for the term of
their office to insure them for
potential risk in exercise of their
duties.
Article XII-1
Where the seats of directors are
vacated by one-third, a shareholders’
meeting shall be duly held to elect
ones supplementarilyto serve the
tenure of office remaining by the
predecessors.
This Article was
added as a result of
the renumbering of
the final part of the
original Article 12,
Paragraph 1; also
added tenure of
office for directors
appointed through
by-election.
Article XII-2
Unless otherwise required by relevant
This Article was
added, with
decision-making
methods of the
Board of Directors
meeting specified.

laws, decisions in the Board of
Directors meeting shall be resolved by

a majority of votes in the meeting
where attending directors represent a
majority of the total number of
directors.
Article XII-3
Minutes of a board of directors
meeting shall be duly recorded, to be
duly signed and have seal affixed by
the chairperson and delivered to all
directors within twenty days after the
meeting. The minutes shall include
the highlights of discussion and
This Article was
added, with the
procedures for
recording and
delivering the Board
of Directors
meeting minutes
specified.

48

After Amendment Before Amendment Note
results thereof. The minutes of the
board of directors meeting shall be
archived in the Company along with
the directors’sign-in book and powers

of attorney presented by proxies
according to law.
Article XII-4
Organization, authority of office,
rules and procedures of meetings and
other matters to be complied with of
the Company’s Audit Committee
shall be in conformity with the
requirements of the competent
authority.
Specified laws that
shall be complied
with by the Audit
Committee.
Article XII-5
Remuneration to directors shall be
duly determined by the Board of
Directors with reference to the level
of their participation in the business
operations and the values of their
contributions, as well as the level
prevalent in fellow firms at home and
abroad. The Company may establish a
separate but reasonable set of
remuneration rules for independent
directors.
This Article was
added as a result of
the renumbering of
the original Article
XII, Paragraph 7.
Article XII-6
The Company may purchase liability
insurance for directors for the term of
their office to insure them for
potential risks in exercise of their
duties.
This Article was
added as a result of
the renumbering of
the original Article
XII, Paragraph 8.
Article XV
The Company shall allocate the
following compensation from the
profit of each fiscal year (The“profit”
Article XV
The Company shall allocate the
following compensation from the
profit (before tax) of each fiscal year,
1. Clearly defined
“profit before
income tax” and
“accumulated
losses,” including
unappropriated
earnings
adjustment and
revised wording.

means“profit before income tax and
employees’and directors’
compensation”), however, the
Company shall have reserved a
sufficient amount from such profit to

however, the Company shall have
reserved a sufficient amount from
such profit to offset its accumulated
losses:
1Employees’(including employees

losses:
1Employees’

49

After Amendment Before Amendment Note
offset its accumulated losses
(including unappropriated earnings
adjustment if any):
1. Employees’ compensation: no less
than 10%.
2. Directors’ compensation: no more
than 5%.
The employees’compensation under
the preceding paragraph may be
distributed in shares or cash. Those
entitled to such compensation include
of the company and its
subsidiaries)compensation: no
less than 10%:will be distributed
by shares or cash.
2Directors’ compensation: no more
than 5%:only be distributed by
cash.
The Company shall, upon a resolution

2. In accordance
with the
amendment to
Article 235-1 of
the Company
Act, the
Company may
remunerate
employees of the
Company's parent
or subsidiary
companies that
meet certain
specific
requirements in a
bidirectional
manner.
3. Revised wording.


of the Board of Directors, distribute
employees’and director’s
compensation in the preceding
paragraphs, and report to the
shareholders’meeting for such
distribution.

the Company’s employees or
employees of the Company's parent
or subsidiary companies that meet
certain specific requirements. The
Board of Directors is authorized with
full powers to determine the terms
and methods of appropriation. Where

the securities management authorities

have other rules governing the
qualification requirements of
employees specified, such rules shall
be followed. The Directors’
compensation under the preceding
paragraph will only be distributed by
cash.
The Company shall, upon a resolution

of the Board of Directors, distribute
employees'and directors’
compensation in the preceding two
paragraphs, and report to the
shareholders’meeting for such
distribution.
Article XVI
If there isnet profit after taxupon the
final settlement of account of each
fiscal year, the Company shall first
offset any previous accumulated
losses(including unappropriated
earnings adjustment if any)and set
aside a legal reserve at 10% of the net
Article XVI
If there isprofit upon the final
settlement of account of each fiscal
year, the Company shall first,apart
from paying all taxes as required by
the law,offset any previous
accumulated losses and set aside a
legal reserve at 10% of the net profits,

1. Revised wording.
2. Clearly defined
“annual losses
and previous
unappropriated
earnings” as
including
adjustment of the

50

After Amendment Before Amendment Note
profits, unless the accumulated legal
reserve is equal to the total capital of
the Company; then set aside special
reserve shall be provided or reversed
in accordance with relevant laws or
regulations or as requested by the
authorities in charge. The remaining
net profit, plus the beginning
unappropriated earnings(including
adjustment of unappropriated
earnings if any), apart from retained
earnings allocated in part from the
necessary capital for the Company's
future developments,shall be
distributed into dividends to
shareholders according to the
distribution plan proposed by the
Board of Directors and submitted to
the shareholders’ meeting for
approval.
The Dividend Policy of the Company
is in consideration of business
development plan, investing
environment, global competiveness
and the shareholders’ interest. The
Dividend Policy of the Company is
the distribution to shareholders with
the appropriation of the amount
which shall be no less than 70% of
the net profit after income tax under
the circumstance that there is no
cumulated loss in prior years. The
distribution may be executed in cash
dividend and/or share dividend,and
the cash dividend shall be no less than
90% of the total distributed dividends.
In case there are no earnings for
distribution in a certain year, or the
earnings of a certain year are
significantly less than the earnings
actually distributed by the Company
unless the accumulated legal reserve
is equal to the total capital of the
Company; then set aside special
reserve shall be provided or reversed
in accordance with relevant laws or
regulations or as requested by the
authorities in charge. The remaining
net profit, plus the beginning
unappropriated earnings, apart from
retained earnings allocated in part
from the necessary capital for the
Company, shall be distributed into
dividends to shareholders according
to the distribution plan proposed by
the Board of Directors and submitted
to the shareholders’ meeting for
approval.
The Dividend Policy of the Company
is in consideration of business
development plan, investing
environment, global competiveness
and the shareholders’ interest. The
cash dividend shall be no less than
10% of the total distributed dividends.

unappropriated
earnings amount.
3. Established
specific dividend
distribution
policies to
improve the
Company's
disclosure of
corporate
governance
information.
4. Revised details of
regulations
governing
multiple
distributions of
profit and cash
dividends based
on the resolutions
of the Board of
Directors
meetings, in
accordance with
amendments to
Article 228-1 and
240 of the
Company Act.
5. Added rules
governing
resolutions
regarding
earnings
distribution.

51

After Amendment Before Amendment Note
in the previous year, or considering
the financial, business or operational
factors of the Company, the Company



may allocate a portion or all of its
reserves for distribution in accordance
with relevant laws or regulations or
the orders of the authorities in charge.

The Company may distribute profits
or compensate losses after the end of
each quarter in accordance with the
Company Act. In distributing
earnings, payable taxes shall be
estimated and allocated, while losses
shall be compensated and the legal
reserve deducted in accordance with
the law, unless the accumulated legal
reserve is equal to the Company’s
paid-in capital.
Cash distribution of the Company’s
earnings shall only be performed with

approval from the Board of Directors
meeting. Distribution of the
aforementioned earnings in the form
of new shares shall follow the
resolutions of the shareholders'
meeting in accordance with
regulations.
Article XIX
The Articles were duly stipulated on
October 24, 2001 after being agreed
by all promoters, and effective after
submitted to and approved by the
competent authority.
The Articles were duly amended on
November 19, 2001 as the 1st
amendment.
The Articles were duly amended on
May 17, 2002 as the 2nd amendment.
The Articles were duly amended on
May 17, 2002 as the 3rd amendment.
The Articles were duly amended on
May17,2002 as the 4th amendment.


Article XIX
The Articles were duly stipulated on
October 24, 2001 after being agreed
by all promoters, and effective after
submitted to and approved by the
competent authority.
The Articles were duly amended on
November 19, 2001 as the 1st
amendment.
The Articles were duly amended on
May 17, 2002 as the 2nd amendment.
The Articles were duly amended on
May 17, 2002 as the 3rd amendment.
The Articles were duly amended on
May17,2002 as the 4th amendment.


Added the date of
amendment.

52

After Amendment Before Amendment Note
The Articles were duly amended on
May 27, 2003 as the 5th amendment.
The Articles were duly amended on
June 27, 2003 as the 6th amendment.
The Articles were duly amended on
May 5, 2004 as the 7th amendment.
The Articles were duly amended on
June 16, 2005 as the 8th amendment.
The Articles were duly amended on
June 23, 2006 as the 9th amendment.
The Articles were duly amended on
June 19, 2008 as the 10th amendment.
The Articles were duly amended on
June 14, 2010 as the 11th amendment.
The Articles were duly amended on
June 22, 2012 as the 12th amendment.
The Articles were duly amended on
June 21, 2016 as the 13th amendment.
The Articles were duly amended on
June 13, 2017 as the 14th amendment.
The Articles were duly amended on
June 12, 2019 as the 15th amendment.










The Articles were duly amended on
May 27, 2003 as the 5th amendment.
The Articles were duly amended on
June 27, 2003 as the 6th amendment.
The Articles were duly amended on
May 5, 2004 as the 7th amendment.
The Articles were duly amended on
June 16, 2005 as the 8th amendment.
The Articles were duly amended on
June 23, 2006 as the 9th amendment.
The Articles were duly amended on
June 19, 2008 as the 10th amendment.
The Articles were duly amended on
June 14, 2010 as the 11th amendment.
The Articles were duly amended on
June 22, 2012 as the 12th amendment.
The Articles were duly amended on
June 21, 2016 as the 13th amendment.
The Articles were duly amended on
June 13, 2017 as the 14th amendment.








53

Attachment 8

Silitech Technology Corporation

Comparison Table of Amendments to “Procedures for the Acquisition and Disposal of Assets”

of Assets”
After Amendment Before Amendment Note
2. Scope of Application & Domain of
Applications
2.1 Scope of Application
2.1.1 Investments in
stocks, government
bonds, corporate
bonds, financial
bonds, securities
representing interest
in a fund, depositary
receipts, call (put)
warrants, beneficial
interest securities,
and asset-backed
securities.
2.1.2 Real property
(including land,
houses and buildings,
investment property,
and construction
enterprise inventory)
and equipment.
2.1.3 Memberships.
2.1.4 Patents, copyrights,
trademarks, franchise
rights and other
intangible assets.
2.1.5Right-of-use assets.
2.1.6Claims of financial
institutions
(including
receivables, bills
purchased and
discounted, loans,
and overdue
receivables).
2.1.7Derivatives.
2.1.8 Assets acquired or



2. Scope of Application & Domain of
Applications
2.1 Scope of Application
2.1.1 Investments in
stocks, government
bonds, corporate
bonds, financial
bonds, securities
representing interest
in a fund, depositary
receipts, call (put)
warrants, beneficial
interest securities,
and asset-backed
securities.
2.1.2 Real property
(including land,
houses and buildings,
investment property,
rights to use land,
and construction
enterprise inventory)
and equipment.
2.1.3 Memberships.
2.1.4 Patents, copyrights,
trademarks, franchise
rights and other
intangible assets.
2.1.5 Claims of financial
institutions
(including
receivables, bills
purchased and
discounted, loans,
and overdue
receivables).
2.1.6 Derivatives.
2.1.7 Assets acquired or



1. In compliance
with amendments
to the competent
authority's
regulations,
added regulations
regarding
“right-of-use
assets” to section
2.1.5; expanded
the scope of
“right-of-use
assets”; and
deleted relatively
narrower
regulations
regarding “rights
to use land” from
2.1.2.
2. Removed
2.1.5~2.1.8 to
2.1.6~2.1.9.

54

After Amendment After Amendment After Amendment Before Amendment Note
disposed of in
connection with
mergers, demergers,
acquisitions, or
transfer of shares in
accordance with law.
2.1.9Other major assets.
disposed of in
connection with
mergers, demergers,
acquisitions, or
transfer of shares in
accordance with law.
2.1.8 Other major assets.
3. Definitions
3.1 Financial Derivatives:
Derivatives as defined in this
procedure shall refer to
Forward contracts, options
contracts, futures contracts,
leverage contracts, or swap
contracts, whose value is
derived from a specified
interest rate, financial
instrument price, commodity
price, foreign exchange rate,
index of prices or rates, credit
rating or credit index, or other
variable; or hybrid contracts
combining the above
contracts; or hybrid contracts
or structured products
containing embedded
derivatives.The term
"forward contracts" does not
include insurance contracts,
performance contracts,
after-sales service contracts,
long-term leasing contracts,
or long-term purchase (sales)
contracts.

3. Definitions
3.1 Financial Derivatives:
Derivatives as defined in this
procedure shall refer to
Forward contracts, options
contracts, futures contracts,
leverage contracts, and swap
contracts, and compound
contracts combining the
above products, whose value
is derived fromassets,
interest rates,foreign
exchange rates,indexes or
other interests; or hybrid
contracts combining the
above derivatives..The term
"forward contracts" does not
include insurance contracts,
performance contracts,
after-sales service contracts,
long-term leasing contracts,
or long-term purchase (sales)
agreements.
In compliance with
amendments to the
competent authority's
regulations, the
scope of derivatives
and wording thereof
were revised,
particularly the
definition of
financial instruments
provided in
International
Financial Reporting
Standard 9.

rating or credit index, or other

variable; or hybrid contracts
combining the above
contracts; or hybrid contracts

or structured products
containing embedded
derivatives.The term
"forward contracts" does not
include insurance contracts,
performance contracts,
after-sales service contracts,
long-term leasing contracts,
or long-term purchase (sales)
contracts.
3.2 Assets acquired or disposed
through mergers, demergers,
acquisitions, or transfer of shares
in accordance with law: Refers to
assets acquired or disposed
through mergers, demergers, or
acquisitions conducted under the
Business Mergers and
Acquisitions Act,Financial

3.2 Assets acquired or disposed
through mergers, demergers,
acquisitions, or transfer of shares
in accordance with law: Refers to
assets acquired or disposed
through mergers, demergers, or
acquisitions conducted under the
Business Mergers and
Acquisitions Act,Financial
Corrected the article
cited in section 3.2 as
“Article 156-3” in
accordance with the
amendments to the
Company Act.

55

After Amendment After Amendment After Amendment After Amendment Before Amendment Note
Holding Company Act, Financial
Institution Merger Act and other
acts, or to transfer of shares from
another company through
issuance of new shares of its own
as the consideration therefor
(hereinafter "transfer of shares")
under Article 156-3 of the
CompanyAct.


Holding Company Act, Financial
Institution Merger Act and other
acts, or to transfer of shares from
another company through
issuance of new shares of its own
as the consideration therefor
(hereinafter "transfer of shares")
under Article 156,paragraph 8of
the CompanyAct.
3.3 Related party or subsidiary: As
defined in the Regulations
Governing the Preparation of
Financial Reports by Securities
Issuers. Professional appraisers,
certified public accountants,
lawyers or security underwriters
who issue the appraisal reports,
accountant’s reports, and
statement of the legal counsel or
security underwriters in favor of
the Companyshall meet the
following requirements:
3.3.1 May not have previously
received a final and
unappealable sentence to
imprisonment for 1 year or
longer for a violation of
the Act, the Company Act,
the Banking Act of The
Republic of China, the
Insurance Act, the
Financial Holding
Company Act, or the
Business Entity
Accounting Act, or for
fraud, breach of trust,
embezzlement, forgery of
documents, or
occupational crime.
However, this provision
does not apply if 3 years
have already passed since
completion of service of


3.3 Related party or subsidiary: As
defined in the Regulations
Governing the Preparation of
Financial Reports by Securities
Issuers. Professional appraisers,
certified public accountants,
lawyers or security underwriters
who issue the appraisal reports,
accountant’s reports, and
statement of the legal counsel or
security underwriters in favor of
the Companyshall not be
concerned with any of the parties
involved in the trade.
In compliance with
amendments to the
competent authority's
regulations, added
3.3.1,3.3.2 and 3.3.3
on matters to be
noted in public
companies’ contacts
with and invitations
to experts, and the
negative
qualifications
thereof.

3.3.1

longer for a violation of
the Act, the Company Act,

the Banking Act of The
Republic of China, the
Insurance Act, the
Financial Holding
Company Act, or the
Business Entity
Accounting Act, or for
fraud, breach of trust,
embezzlement, forgery of
documents, or
occupational crime.
However, this provision
does not apply if 3 years
have already passed since
completion of service of

56

After Amendment After Amendment Before Amendment Note
3.3.2 the sentence, since
expiration of the period of

a suspended sentence, or
since a pardon was
received.
May not be a related party
or de facto related party of
3.3.3

any party to the
transaction.
If the company is required
to obtain appraisal reports

from two or more
professional appraisers,
the different professional
appraisers or appraisal
officers may not be related

parties or de facto related
parties of each other.
3.7 Securities exchange:"Domestic
securities exchange"refers to the



None
In compliance with
amendments to the
competent authority's
regulations, added
3.7 and 3.8. Clearly
defined
domestic/overseas
securities exchanges
and OTC venues.
3.8

Taiwan Stock Exchange
Corporation;"foreign securities
exchange"refers to any
organized securities exchange
market that is regulated by the
competent securities authorities
of the jurisdiction where it is
located.
Over-the-counter venue ("OTC
venue","OTC"):"Domestic OTC

venue"refers to a venue for OTC
trading provided by a securities
firm in accordance with the
Regulations Governing
Securities Trading on the Taipei
Exchange;"foreign OTC venue"

refers to a venue at a financial
institution that is regulated by the

foreign competent authority and
that is permitted to conduct
securities business.

57

After Amendment After Amendment After Amendment After Amendment Before Amendment Before Amendment Before Amendment Before Amendment Note
4.
4.Limits on the investments of realty
not for business use and marketable
securities the Company and
respective subsidiary may acquire
the aforementioned assets in
accordance with the following
limits:
The
Company
Investment
holding
Company
Other
subsidia
ries
Realty not
for
business
use
15% of
the net
worth
5% of the net worth
of parent
Investment
of
marketable
securities
150% of
the net
worth
100% of
the net
worth of
subsidiary
10% of
the net
worth of
parent
Amount of
investment
on
individual
security
50% of
the net
worth
100% of
the net
worth of
subsidiary
5% of
the net
worth of
parent
Included relevant
“right-of-use assets”
in the calculation of
acquisition limits,
and made revisions
based on the
requirements of the
Companies’
operations.
The
Company
Investment
holding
Company
Other
subsidia
ries
The
Company
Investment
holding
Company

Other
subsidia
ries
Realty not
for
business
useand
right-of-us
e assets
thereof
15% of
the net
worth
5% of the net worth
of parent
Realty not
for
business
use
15% of
the net
worth
5% of the net worth
of parent
Investment
of
marketable
securities
150% of
the net
worth
100% of
the net
worth of
subsidiary
10% of
the net
worth of
parent
Investment
of
marketable
securities
150% of
the net
worth
100% of
the net
worth of
subsidiary
10% of
the net
worth of
parent
Amount of
investment
on
individual
security
100%of
the net
worth
100% of
the net
worth of
subsidiary
5% of
the net
worth of
parent
Amount of
investment
on
individual
security
50% of
the net
worth
100% of
the net
worth of
subsidiary
5% of
the net
worth of
parent
6. Acquisition or disposal of realty or
equipmentor right-of-use assets
thereof
6.1 Evaluation and Operation
Process
The Company may buy or
sell realty, equipmentor
right-of-use assets thereofin
accordance with the
regulations governing the
Property, Plant and
Equipment cycle under the
Company’s internal control
system.
6.2 Decision-MakingProcess on

6. Acquisition or disposal of realty or
equipment
6.1 Evaluation and Operation
Process
The Company may buy or
sell realty and equipment in
accordance with the
regulations governing the
Property, Plant and
Equipment cycle under the
Company’s internal control
system.
6.2 Decision-Making Process on
the terms and conditions of
trade and authorized limit of



In compliance with
amendments to the
competent authority's
regulations:
1. Added regulation
regarding
“right-of-use
assets”.
2. Exemption from
acquiring expert
opinions is
restricted to
transactions with
“domestic”
government

58

After Amendment Before Amendment Note the terms and conditions of investment authorities. trade and authorized limit of 6.2.2 For the acquisition or Transactions investment disposition of involving foreign 6.2.2 For the acquisition or equipment, the governments are disposition of respective department outside the scope right-of-use assets and shall make an inquiry, of exemption. equipment, the compare the offer, 3. Revised wording respective department negotiate on the price in 6.3.1. shall make an inquiry, or submit to bidding. compare the offer, The limit shall be negotiate on the price based on the signature or submit to bidding. of authority. The limit shall be 6.3 In acquiring or disposing of based on the signature real property or equipment of authority. where the transaction amount 6.3 In acquiring or disposing of reaches 20 percent of the real property, equipment, or Company’s paid-in capital or right-of-use assets thereof NT$300 million or more, the where the transaction amount Company, unless transacting reaches 20 percent of the with a government agency, company’s paid-in capital or engaging others to build on NT$300 million or more, the its own land, engaging others company, unless transacting to build on rented land, or with a domestic government acquiring or disposing of agency, engaging others to equipment for business use, build on its own land, shall obtain an appraisal engaging others to build on report prior to the date of rented land, or acquiring or occurrence of the event from disposing of equipment or a professional appraiser and right-of-use assets thereof held shall further comply with the for business use, shall obtain following provisions: an appraisal report prior to the 6.3.1 Where due to special date of occurrence of the event circumstances it is from a professional appraiser necessary to give a and shall further comply with limited price, specified the following provisions: price, or special price 6.3.1 Where due to special as a reference basis for circumstances it is the transaction price, necessary to give a the transaction shall be limited price, specified submitted for approval price, or special price as in advance by the a reference basis for the board of directors, and transaction price, the the same procedure transaction shall be shall be followed for

59

After Amendment After Amendment After Amendment Before Amendment Before Amendment Note
submitted for approval
in advance by the board
of directors; the same
procedure shallalsobe
followedwhenever
there is any subsequent
change to the terms and
conditions of the
transaction.
any futurechanges to
the terms and
conditions of the
transaction.
7. The Acquisition or Disposition of
intangible assets or right-of-use
assets thereof or memberships
7.1 Evaluation and Operation
Process
The Company may buy or sell
intangible assets or
right-of-use assets thereof or
membershipswith the
presentation of relevant
appraisal reports and carried
out in accordance with the
signature of authority of the
Company and the following
procedure.

7.
The Acquisition or Disposition of
memberships or intangible assets
7.1 Evaluation and Operation
Process
The Company may buy or sell
memberships or intangible
assetswith the presentation of
relevant appraisal reports and
carried out in accordance with
the signature of authority of
the Company and the
following procedure.




In compliance with
amendments to the
competent authority's
regulations, added
regulation regarding
“right-of-use assets”
and revised wording
thereof.

7.1
7.2.1 In acquiring or disposing of
memberships, the respective
department shall consult the fair
market price for determining
the terms and conditions of the
deal and the price. An analysis
report for such purpose shall be
compiled and submitted for
Vice Chairman’sapproval. If
the amount of transaction falls
below 1% of the Company’s
paid in capital or NT$3 million,
it shall be submitted for
approval by the board chairman
and presented to the nearest
board session for recognition.
For transaction values
exceeding NT$3 million,
submit for the approval from


7.2.1
In acquiring or disposing of
memberships, the respective
department shall consult the fair
market price for determining
the terms and conditions of the
deal and the price. An analysis
report for such purpose shall be
compiled and submitted forthe
Group CEO’sapproval. If the
amount of transaction falls
below 1% of the Company’s
paid in capital or NT$3 million,
it shall be submitted for
approval by the board chairman
and presented to the nearest
board session for recognition.
For transaction values
exceeding NT$3 million,
submit for the approval from

Amended in
accordance with
adjustments to the
Company's internal
organization.

60

After Amendment Before Amendment Before Amendment Note
the board in advance. the board in advance.
7.2.2 In acquiring or disposing of
intangible assetsor right-of-use
assets thereof,the respective
department shall consult the
appraisal reports issued by
professional appraisers or the
fair market price for
determining the terms and
conditions of the deal and the
price. An analysis report for
such purpose shall be compiled
and submitted for approval by
the board chairman. If the
transaction amount falls below
10% of the Company’s paid in
capital or NT$20 million,
submit for the board chairman’s
approval and present to the
nearest board session for
recognition. For transaction
values exceeding NT$20
million, submit for the approval
of the board in advance.


7.2.2 In acquiring or disposing of
intangible assets, the respective
department shall consult the
appraisal reports issued by
professional appraisers or the
fair market price for
determining the terms and
conditions of the deal and the
price. An analysis report for
such purpose shall be compiled
and submitted for approval by
the board chairman. If the
transaction amount falls below
10% of the Company’s paid in
capital or NT$20 million,
submit for the board chairman’s
approval and present to the
nearest board session for
recognition. For transaction
values exceeding NT$20
million, submit for the approval
of the board in advance.


In compliance with
amendments to the
competent authority's
regulations, added
regulations regarding
“right-of-use assets”.
7.3 The Company acquires or
disposes ofintangible assets or
right-of-use assets thereof or
membershipsand the transaction
amount reaches 20 percent or
more of paid-in capital or
NT$300 million or more, except
in transactions with adomestic
government agency, the
Company shall engage a certified
public accountant prior to the
date of occurrence of the event to
render an opinion on the
reasonableness of the transaction


7.3
The Company acquires or
disposes ofmemberships or
intangible assetsand the
transaction amount reaches 20
percent or more of paid-in capital
or NT$300 million or more,
except in transactions with a
government agency, the
Company shall engage a certified
public accountant prior to the
date of occurrence of the event to
render an opinion on the
reasonableness of the transaction
price;the CPA shall complywith




In compliance with
amendments to the
competent authority's
regulations:
1. Added
regulations
regarding
“right-of-use
assets”.
2. Exemption from
acquiring CPA’s
opinion on the
reasonableness of
the transaction

61

After Amendment Before Amendment Note
price; the CPA shall comply with
the provisions of Statement of
Auditing Standards No. 20
published by the ARDF.

the provisions of Statement of
Auditing Standards No. 20
published by the ARDF.
price is restricted
to transactions
with “domestic”
government
authorities.
Transactions
involving foreign
governments are
outside the scope
of exemption.
9. Related Party Transactions
9.2 Evaluation and Operation
Process
The Company intends to
acquire or dispose of real
propertyor right-of-use
assets thereoffrom or to a
related party, or when it
intends to acquire or dispose
of assets other than real
propertyor right-of-use
assets thereoffrom 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
domesticgovernment bonds
or bonds under repurchase
and resale agreements, or
subscription or redemption
of money market funds
issued by domestic securities
investment trust enterprises
(SITE), the Company may
not proceed to enter into a
transaction contract or make
a payment until the
following matters have been
and approved by the audit
committee and resolved by

9. Related Party Transactions
9.2 Evaluation and Operation
Process
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 money
market funds issued by
domestic securities
investment trust enterprises
(SITE), the Company may
not proceed to enter into a
transaction contract or make
a payment until the
following matters have been
and approved by the audit
committee and resolved by
the board of directors:

In compliance with
amendments to the
competent authority's
regulations:
1. Added regulation
regarding
“right-of-use
assets” and
revised wording
thereof.
2. Restricted
exemption from
submission to the
Audit Committee
and the Board of
Directors for
approval to
“domestic”
government
bonds. “Foreign”
government
bonds are outside
the scope of
exemption.

62

After Amendment Before Amendment Note
the board of directors:
9.2.3 With respect to the acquisition
of real propertyor right-of-use
assets thereoffrom a related
party, information regarding
appraisal of the reasonableness
of the preliminary transaction
terms in accordance with
section 9.3.
9.2.3 With respect to the acquisition
of real property from a related
party, information regarding
appraisal of the reasonableness
of the preliminary transaction
terms in accordance with
section 9.3.
In compliance with
amendments to the
competent authority's
regulations, added
regulation regarding
“right-of-use assets”
and revised wording
thereof.
9.2.7 Restrictive covenants and other
important stipulations
associated with the transaction.
With respect tothe types of
transactions listed below, when


9.2.7
Restrictive covenants and other
important stipulations
associated with the transaction.
With respect tothe acquisition
or disposal of business-use
equipment between the
Company and its parent or
subsidiaries,the Company’s
board of directors may delegate
the board chairman to decide
such matters when the
transaction is within a certain
amount and have the decisions
subsequently submitted to and
ratified by the next board of
directors meeting.
In compliance with
amendments to the
competent authority's
regulations, the
Company and its
parent or
subsidiaries, or
between its
subsidiaries in which
it directly or
indirectly holds 100
percent, the chairman
may be authorized to
decide the
transaction of
acquisition or
disposal of
equipment or
right-of-use assets
thereof held for
business use or real
property right-of-use
assets held for
business use.

to be conducted between the
Company and its parent or
subsidiaries, or between its
subsidiaries in which it directly

or indirectly holds 100 percent
of the issued shares or
authorized capital,the
Company’s board of directors
may delegate the board
chairman to decide such matters
when the transaction is within a
certain amount and have the
decisions subsequently
submitted to and ratified by the
next board of directors meeting:
(1) Acquisition or disposal of
equipment or right-of-use
assets thereof held for
business use.
(2) Acquisition or disposal of
real property right-of-use
assets held for business
use.

63

After Amendment After Amendment Before Amendment Note
9.3 Assessment on the cost of
transaction
9.3.1 The Company that
acquires real propertyor
right-of-use assets thereof
from a related party shall
evaluate the
reasonableness of the
transaction costs by the
following means:
9.3.2 Where land and structures
thereupon are combined as
a single property
purchasedor leasedin one
transaction, the transaction
costs for the land and the
structures may be
separately appraised in
accordance with either of
the means listed in section
9.3.1.
9.3.3 The Company that acquires
real propertyor
right-of-use assets thereof
from a related party and
appraises the cost of the
real propertyor
right-of-use assets thereof
in accordance with 9.3.1
and 9.3.2 shall also engage
a CPA to check the
appraisal and render a
specific opinion.




9.3 Assessment on the cost of
transaction
9.3.1 The Company that
acquires real property
from a related party shall
evaluate the
reasonableness of the
transaction costs by the
following means:
9.3.2 Where land and structures
thereupon are combined as
a single property
purchased in one
transaction, the transaction
costs for the land and the
structures may be
separately appraised in
accordance with either of
the means listed in section
9.3.1.
9.3.3 The Company that acquires
real property from a
related party and appraises
the cost of the real
property in accordance
with 9.3.1 and 9.3.2 shall
also engage a CPA to
check the appraisal and
render a specific opinion.




In compliance with
amendments to the
competent authority's
regulations, added
regulation regarding
“right-of-use assets”.
9.3.4 Where the Company acquires
real propertyor right-of-use
assets thereoffrom a related
party and one of the following
circumstances exists, the
acquisition shall be conducted
in accordance with section 9.2
and do not apply section 9.3.1
to section 9.3.3:
9.3.4.1 The relatedparty
9.3.4 Where the Company acquires
real property from a related
party and one of the following
circumstances exists, the
acquisition shall be conducted
in accordance with section 9.2
and do not apply section 9.3.1
to section 9.3.3:
9.3.4.1 The related party
acquired the real
In compliance with
amendments to the
competent authority's
regulations:
1. Added regulation
regarding
“right-of-use
assets”.
2. With
considerations of

64

After Amendment After Amendment After Amendment Before Amendment Note
9.3.4.2
9.3.4.4
acquired the real
propertyor right-of-use
assets thereofthrough
inheritance or as a gift.
More than 5 years will
have elapsed from the
time the related party
signed the contract to
obtain the real property
or right-of-use assets
thereofto the signing
date for the current
transaction.
The real property
right-of-use assets for
business use are
acquired by the
Company with its
parent or subsidiaries,
or by its subsidiaries in
the real
or right-of-use

property through
inheritance or as a gift.
9.3.4.2 More than 5 years will
have elapsed from the
time the related party
signed the contract to
obtain the real property
to the signing date for
the current transaction.
overall business
planning between
parent companies
and subsidiaries
or between 100%
owned
subsidiaries, and
the possibility of
collective leasing
of real estate
followed by
subletting,
Section 9.3.4.4
was added. Such
transactions need
not apply
regulations
regarding
assessments of
transaction price
reasonableness.

which it directly or
indirectly holds 100
percent of the issued
shares or authorized
capital.
9.3.5.1.2 Completed transactions by
unrelated parties within the
preceding year involving
other floors of the same
property or neighboring or
closely valued parcels of
land, where the land area
and transaction terms are
similar after calculation of
reasonable price
discrepancies in floor or
area land prices in
accordance with standard
property market saleor
leasingpractices.
9.3.5.1.2 Completed transactions by
unrelated parties within the
preceding year involving
other floors of the same
property or neighboring or
closely valued parcels of
land, where the land area
and transaction terms are
similar after calculation of
reasonable price
discrepancies in floor or
area land prices in
accordance with standard
property market practices.
In compliance with
amendments to the
competent authority's
regulations,
imputation and
estimation of the
reasonableness of
transaction prices for
real estate or
right-of-use assets
acquired from related
parties may use
leasing transactions
performed by
non-related parties in
neighboring areas
within the preceding
year as references.

65

After Amendment After Amendment Before Amendment Before Amendment Before Amendment Note
Delete 9.3.5.1.3 Completed leasing
transactions by unrelated
parties for other floors of
the same property from
within the preceding year,
where the transaction terms

In compliance with
amendments to the
competent authority's
regulations,
combined the section
to 9.3.5.1.2.
are similar after calculation
of reasonable price
discrepancies among floors

in accordance with standard
property leasing market
practices.
9.3.5.2 Where the Company
acquiring real property,or
obtaining real property
right-of-use assets through
leasing,from a related party
provides evidence that the
terms of the transaction are
similar to the terms of
completed transactions
involvingneighboring or
closely valued parcels of land
of a similar size by unrelated
parties within the preceding
year.
9.3.5.2 Where the Company
acquiring real property from a
related party provides
evidence that the terms of the
transaction are similar to the
terms oftransactions
completed for the acquisition
of neighboring or closely
valued parcels of land of a
similar size by unrelated
parties within the preceding
year.

In compliance with
amendments to the
competent authority's
regulations, added
regulation regarding
“right-of-use assets”.
9.3.5.3 Completed transactions
involvingneighboring or
closely valued parcels of
land in the preceding
paragraph in principle refers
to parcels on the same or an
adjacent block and within a
distance of no more than 500
meters or parcels close in
publicly announced current
value; transactionsinvolving
similarly sized parcels in
principle refers to
transactions completed by
unrelated parties for parcels
with a land area of no less
than 50percent of the


9.3.5.3
Completed transactionsfor
neighboring or closely
valued parcels of land in the
preceding paragraph in
principle refers to parcels on
the same or an adjacent
block and within a distance
of no more than 500 meters
or parcels close in publicly
announced current value;
transactionforsimilarly
sized parcels in principle
refers to transactions
completed by unrelated
parties for parcels with a
land area of no less than 50
percent of thepropertyin the

In compliance with
amendments to the
competent authority's
regulations, added
regulation regarding
“right-of-use assets”.

66

After Amendment Before Amendment Note
property in the planned
transaction; within the
preceding year refers to the
year preceding the date of
occurrence of the acquisition
of the real propertyor
obtainment of the
right-of-use assets thereof.

planned transaction; within
the preceding year refers to
the year preceding the date
of occurrence of the
acquisition of the real
property.
9.3.6 Where the Company acquires
real propertyor right-of-use
assets thereoffrom a related
party and the results of
appraisals conducted in
accordance with section 9.3.1
and section 9.3.5 are uniformly
lower than the transaction price,
the following steps shall be
taken:
9.3.6.1 A special reserve shall
be set aside in
accordance with
Article 41, paragraph 1
of the Securities and
Exchange Act against
the difference between
the real propertyor
right-of-use assets
thereoftransaction
price and the appraised
cost, and may not be
distributed or used for
capital increase or
issuance of bonus
shares. Where the
Company uses the
equity method to
account for its
investment in another
company, then the
special reserve called
for under Article 41,
paragraph of the
Securities and



9.3.6 Where the Company acquires
real property from a related
party and the results of
appraisals conducted in
accordance with section 9.3.1
and section 9.3.5 are uniformly
lower than the transaction price,
the following steps shall be
taken:
9.3.6.1 A special reserve shall
be set aside in
accordance with
Article 41, paragraph 1
of the Securities and
Exchange Act against
the difference between
the real property
transaction price and
the appraised cost, and
may not be distributed
or used for capital
increase or issuance of
bonus shares. Where
the Company uses the
equity method to
account for its
investment in another
company, then the
special reserve called
for under Article 41,
paragraph of the
Securities and
Exchange Act shall be
set aside pro rata in a
proportion consistent


In compliance with
amendments to the
competent authority's
regulations, included
real estate and
right-of-use assets
acquired through
lease from related
parties within
regulations regarding
estimated costs being
lower than
transaction prices.

67

After Amendment Before Amendment Note
Exchange Act shall be
set aside pro rata in a
proportion consistent
with the share of
public company’s
equity stake in the
other company.
with the share of
public company’s
equity stake in the
other company.
9.3.7 The Company that has set aside
a special reserve under the
preceding paragraph may not
utilize the special reserve until
it has recognized a loss on
decline in market value of the
assets it purchasedor leasedat
a premium, or they have been
disposed of,or the leasing
contract has been terminated,or
adequate compensation has
been made, or the status quo
ante has been restored, or there
is other evidence confirming
that there was nothing
unreasonable about the
transaction, and the FSC has
given its consent. When the
Company obtains real property
or right-of-use assets thereof
from a related party, it shall
also comply with section 9.3.6
if there is other evidence
indicating that the acquisition
was not an arm’s length
transaction.

The Company that has set aside a
special reserve under the preceding
paragraph may not utilize the special
reserve until it has recognized a loss
on decline in market value of the
assets it purchased at a premium, or
they have been disposed of, or
adequate compensation has been
made, or the status quo ante has been
restored, or there is other evidence
confirming that there was nothing
unreasonable about the transaction,
and the FSC has given its consent.
When the Company obtains real
property from a related party, it shall
also comply with section 9.3.6 if
there is other evidence indicating that
the acquisition was not an arm’s
length transaction.

1.
In compliance
with
amendments to
the competent
authority's
regulations,
revised wording
thereof.
2.
Amended
section
numbering to
9.3.7.
11.1.4.4 Audit: Conduct regular
audit, monitor the derivative
trade and present audit
report toVice Chairman,
audit committee and board
members.
11.1.4.4 Audit: Conduct regular
audit, monitor the derivative
trade and present audit
report tothe Group CEO,
audit committee and board
members.
Amended in
accordance with
adjustments to the
Company's internal
organization.

68

After Amendment Before Amendment Note
14. Procedure for announcement:
14.1 Acquisition or disposal of
real propertyor
right-of-use assets thereof
from or to a related party,
or acquisition or disposal of
assets other than real
propertyor right-of-use
assets thereof from or to a
related party where 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; provided,
this shall not apply to
trading ofdomestic
government bonds or bonds
under repurchase and resale
agreements, or subscription
or redemption of money
market funds issued by
domestic securities
investment trust enterprises
(SITE).
14.3 Losses from derivatives
trading reaching the limits
on aggregate losses or
losses on individual
contracts set out in the
procedures adopted by the
Company.
14.4 Where equipmentor
right-of-use assets thereof
for business use are
acquired or disposed of,
and furthermore the
transaction counterparty is
not a related party, and the
transaction amount meets
any of the following
criteria:
14.5 Where land is acquired





14. Procedure for announcement:
14.1 Acquisition or disposal of
real property from or to a
related party, or acquisition
or disposal of assets other
than real property from or
to a related party where the
transaction amount reaches
20 percent or more of
paid-in capital, 10 percent
or more of the Company’s
total assets, or NT$300
million or more; provided,
this shall not apply to
trading of government
bonds or bonds under
repurchase and resale
agreements, or subscription
or redemption of money
market funds issued by
domestic securities
investment trust enterprises
(SITE).
14.3 Losses from derivatives
trading reaching the limits
on aggregate losses or
losses on individual
contracts set out in the
procedures adopted by the
Company.
14.4 Wherethe type of asset
acquired or disposed is
equipment for business
use, the trading
counterparty is not a
related party, and the
transaction amount meets
any of the following
criteria:
14.5 Where land is acquired
under an arrangement on
engaging others to build on
the Company’s own land,
engagingothers to build on





In compliance with
amendments to the
competent authority's
regulations:
1. Added regulation
regarding
“right-of-use
assets”.
2. Exemption from
public
announcement
and declaration is
restricted to
“domestic”
government
bonds acquired
from or disposed
with related
parties; “foreign”
government
bonds do not fall
within the scope
of exemption.
3. Revised wording.

69

After Amendment After Amendment Before Amendment Note
under an arrangement on
engaging others to build on
the Company’s own land,
engaging others to build on
rented land, joint
construction and allocation
of housing units, joint
construction and allocation
of ownership percentages,
or joint construction and
separate sale,and
furthermore the transaction

rented land, joint
construction and allocation
of housing units, joint
construction and allocation
of ownership percentages,
or joint construction and
separate sale, and the
amount the Company
expects to invest in the
transaction reaches
NT$500 million.

counterparty is not a related

party,and the amount the
Company expects to invest
in the transaction reaches
NT$500 million.
14.6.1 Trading ofdomestic
government bonds.
14.6.2 Where done by professional
investors - securities trading
on securities exchanges or
OTC markets, or subscription
of ordinary corporate bonds or
general bank debentures
without equity characteristics
(excluding subordinated debt)
that are offered and issued in
the primary market,or
subscription or redemption of
securities investment trust
funds or futures trust funds,or
subscription by a securities
firm of securities as
necessitated by its
undertaking business or as an
advisory recommending
securities firm for an
emerging stock company, in
accordance with the rules of
the Taipei Exchange.


14.6.1 Trading of government bonds.
14.6.2 Where done by professional
investor - securities trading on
domestic or overseas
securities exchanges or OTC
markets, or subscription of
ordinary corporate bonds or
general bank debentures
without equity characteristics
that are offered and issued in
thedomesticprimary market,
or subscription by a securities
firm of securities as
necessitated by its
undertaking business or as an
advisory recommending
securities firm for an
emerging stock company, in
accordance with the rules of
the Taipei Exchange.

In compliance with
amendments to the
competent authority's
regulations:
1. Exemption from
public
announcement and
declaration is
restricted to
“domestic”
government bonds
acquired from or
disposed with
related parties;
“foreign”
government bonds
do not fall within
the scope of
exemption.
2. Revised wording.

70

After Amendment Before Amendment Note
14.7.3 The cumulative transaction
amount of acquisitions and
disposals (cumulative
acquisitions and disposals,
respectively) of real property
or right-of-use assets thereof
within the same development
project within the preceding
year.
14.7.3 The cumulative transaction
amount of acquisitions and
disposals (cumulative
acquisitions and disposals,
respectively) of real property
within the same development
project within the preceding
year.
In compliance with
amendments to the
competent authority's
regulations, added
regulation regarding
“right-of-use assets”.
14.8 One year shall be defined as the
period from the day of
transaction to calendar year in
retrospect. Transactions already
announced under the “Criteria
for The Acquisition or
Disposition of Assets by Public
Companies” shall not be
included. The Company shall
report to the FSC the status of
derivative trade conducted by
thecompanyand its
subsidiaries which are not
public company in the country
of the month in the required
format to the required website
by the 10th day of the next
month. When the company at
the time of public
announcement makes an error
or omission in an item required
by regulations to be publicly
announced and so is required to
correct it, all the items shall be
again publicly announced and
reported in their entirety within
two days counting inclusively
from the date of knowing of
such error or omission. The
Company shall retain related
contracts, meeting minutes,
record books, appraisal reports,
statements of opinions
expressed by public auditors,

14.8 One year shall be defined as the
period from the day of
transaction to calendar year in
retrospect. Transactions already
announced under the “Criteria
for The Acquisition or
Disposition of Assets by Public
Companies” shall not be
included. The Company shall
report to the FSC the status of
derivative trade conducted by
the Company and its
subsidiaries which are not
public company in the country
of the month in the required
format to the required website
by the 10th day of the next
month. When the company at
the time of public
announcement makes an error
or omission in an item required
by regulations to be publicly
announced and so is required to
correct it, all the items shall be
again publicly announced and
reported in their entirety within
two days counting inclusively
from the date of knowing of
such error or omission. The
Company shall retain related
contracts, meeting minutes,
record books, appraisal reports,
statements of opinions
expressed by public auditors,

In compliance with
amendments to the
competent authority's
regulations, revised
wording thereof.

71

After Amendment Before Amendment Note
lawyers and/or security
underwriters in its office for
five years unless otherwise
required by law.
lawyers and/or security
underwriters in its office for
five years unless otherwise
required by law.
17. The paid-in capital or total assets
of the Company shall be the
standard for determining whether
or not a subsidiary referred to in
the preceding section is subject
to section 14 requiring a public
announcement and regulatory
filing in the event the type of
transaction specified therein.
(The total assets stated in the
most recent parent company only
financial report or individual
financial report prepared under
the Regulations Governing the
Preparation of Financial Reports
by Securities Issuers shall be
used.)


17. The paid-in capital or total assets
of the Company shall be the
standard for determining whether
or not a subsidiary referred to in
the preceding section is subject
to section 14 requiring a public
announcement and regulatory
filing in the event the type of
transaction specified therein
reaches20 percent ofpaid-in
capital or10 percent ofthe total
assets. (The total assets stated in
the most recent parent company
only financial report or
individual financial report
prepared under the Regulations
Governing the Preparation of
Financial Reports by Securities
Issuers shall be used.)

With regard to the
threshold for
announcement or
filing by subsidiaries
prescribed (paid-in
capital or total
assets), the
calculation basis for
the threshold shall be
the paid-in capital or
total assets of the
Company.

72

Attachment 9

Silitech Technology Corporation

Comparison Table of Amendments to “Regulations Governing Loaning of Funds and Making of Endorsements /guarantees”

After Amendment Before Amendment Note
1.2 The counterparty and condition of
loaning funds
1.2.1The Company may loan
funds to a company which
should meet the any one of
following condition
1.2.1.1A company with
which it does
business.
1.2.1.2A company in which
the Company
directly and
indirectly holds
more than 50 percent
of the voting shares
has the necessity of
short-term financing
facility.
1.2.1.3In addition to the
provisions of the
preceding paragraph,
a company has the
necessity of
financing facility for
short -term
purchasing material,
short-term financial
business funding
needs or capital
expenditures and the
necessity of working
capital and no bad
credit record.
1.2.2The term “short-term” as
used in the preceding
paragraph means oneyear.




1.2 The counterparty and condition of
loaning funds
The Company may loan funds to a
company which should meet the
any one of following condition
1.2.1 A company with which it
does business.
1.2.2 A company in which the
Company directly and
indirectly holds more than
50 percent of the voting
shares has the necessity of
short-term financing facility.
1.2.3 In addition to the provisions
of the preceding paragraph,
a company has the necessity
of financing facility for
short -term purchasing
material, short-term
financial business funding
needs or capital
expenditures and the
necessity of working capital
and no bad credit record.
The term “short-term” as used in
the preceding paragraph means
one year.




Modified item
numbering.
1.3 The scope and counterparty of
endorsements/guarantees
1.3 The scope and counterparty of
endorsements/guarantees
Modified item
numbering.

73

After Amendment Before Amendment Note 1.3.1 The term 1.3.1 The term “endorsements/guarantees” “endorsements/guarantees” as used in the Regulations as used in the Regulations refers to the following: refers to the following: (1.3.1.1 to 1.3.1.3 omitted) (1.3.1.1 to 1.3.1.3 omitted) 1.3.1.4 Any creation by the Any creation by the Company of a Company of a pledge or mortgage on its chattel pledge or mortgage or real property as security for the on its chattel or real loans of another company shall property as security also comply with the Regulation. for the loans of 1.3.2 omitted another company Where the Company fulfills its shall also comply contractual obligations by with the Regulation. providing mutual 1.3.2 omitted endorsements/guarantees for 1.3.3 Where the Company fulfills Where the Company fulfills another company in the same its contractual obligations industry or for joint builders for by providing mutual purposes of undertaking a endorsements/guarantees construction project, or where all for another company in the capital contributing shareholders same industry or for joint make endorsements/ guarantees builders for purposes of for their jointly invested company undertaking a construction in proportion to their shareholding project, or where all capital percentages, or where companies contributing shareholders in the same industry provide make endorsements/ among themselves joint and guarantees for their jointly several security for a performance invested company in guarantee of a sales contract for proportion to their pre-construction homes pursuant shareholding percentages, to the Consumer Protection Act or where companies in the for each other, such same industry provide endorsements/guarantees may be among themselves joint made free of the restriction of the and several security for a preceding paragraphs. performance guarantee of a Capital contribution referred to in sales contract for the preceding paragraph shall pre-construction homes mean capital contribution directly pursuant to the Consumer by the Company, or through a Protection Act for each company in which the Company other, such holds 100% of the voting shares.

1.3.2 omitted 1.3.3 Where the Company fulfills Where the Company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project, or where all capital contributing shareholders make endorsements/ guarantees for their jointly invested company in proportion to their shareholding percentages, or where companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other, such endorsements/guarantees may be made free of the restriction of the preceding paragraphs.

74

After Amendment Before Amendment Note
1.3.4Capital contribution
referred to in the preceding
paragraph shall mean
capital contribution directly
by the Company, or
through a company in
which the Company holds
100% of the votingshares.

2.1 Reasons and necessity for loaning
funds
In loaning funds to1.2.1.1a
borrower who has business
transactions with the Company, the
reason and necessity for loaning
funds shall be specified. In loaning
funds to a borrower pursuant to
1.2.1.2, and 1.2.1.3. of this
regulation, the reason and the status
shall be stated.
2.1 Reasons and necessity for loaning
funds
In loaning funds to a borrower who
has business transactions with the
Company, the reason and necessity
for loaning funds shall be specified,
and the amount of loan shall not
exceed the total amount of business



1. Revised
wording.
2. Incorporated
the limit of
loaning funds
to a borrower
who has
business
transactions
with the
Company into
section 2.2.3.
transactions with such a borrower in
one year.In loaning funds to a
borrower pursuant to 1.2.2 and 1.2.3
of this regulation, the reason and the
status shall be stated.
2.2.2 In loaning funds to a subsidiary
where the Company holds less
than 50% of its common shares
directly or indirectly, the
aggregate amount of loans and the
maximum amount permitted to
such asinglesubsidiary shall not
exceed5% of the net worth of the
Company as stated in the most
recent financial statement. For a
subsidiary where the Company
holds more than 50% of its
common shares directly or
indirectly, the aforementioned
restriction shall not be applicable;
however, the aggregate amount of
loans and the maximum amount
permitted to such a single
subsidiaryshall not exceed 40%
of the net worth of the Company
as stated in the most recent
financial statement.

2.2.2 In loaning funds to a subsidiary
where the Company holds less
than 50% of its common shares
directly or indirectly, thetotal
amount of loans to such a
subsidiary shall not exceed 40%
of the paid in capital of the
subsidiary.For a subsidiary
where the Company holds more
than 50% of its common shares
directly or indirectly, the
aforementioned restriction shall
not be applicable; however, the
amount of loans to such a
subsidiary shall not exceed 40%
of the net worth of the Company
as stated in the most recent
financial statement.
1. Modified the
calculation
basis for limit
of loaning
funds and
setting the
single and
aggregate
limits.
2. Revised
wording.

75

After Amendment Before Amendment Note
2.2.3 In loaning funds to a company or
proprietor where the Company
has business transactions, unless
otherwise provided in 2.2.2,the
aggregate amount of loans and the


2.2.3 In loaning funds to a company or
proprietor where the Company
has business transactions or
where short-term financing is
needed, unless otherwise
provided in 2.2.2, the total
amount of loans to such a
company shall not exceed 5% of
the paid in capital of the
borrower.
1. Incorporated
the limit of
loaning funds
to a borrower
who has
business
transactions
with the
Company
from section
2.1.
2. Modified the
calculation
basis for limit
of loaning
funds.
3. Pursuant to
the
Regulation, set
the single
limit.

maximum amount permitted to
such a single company shall not
exceed 5% of the Company’s net
worth as stated in the most recent
financial statement, and the
maximum amount permitted to
such a single company shall not
exceed the total amount of
business transactions with such a
borrower in one year.In loaning
funds to a company or proprietor
where short-term financing is
needed,the aggregate amount of
loans and the maximum amount
permitted to such a single
company shall not exceed 5% of
the Company’s net worth as stated

in the most recent financial
statement.
2.2.4 Althoughloaning funds between
overseas companies in which the
Company’s directly and indirectly
holds 100% of the voting shares
or loaning funds to the Company
from a foreign company in which
the Company’s directly and
indirectly holds 100% of the
voting sharesis not limited to
40% of lender’s net worth as
stated in its most recent financial
statements,the lender shall
establish a lending limit.
2.2.4 Loaning funds between
companies in which the
Company’s directly and
indirectly holds 100% of the
voting shares is not limited to
40% of lender’s net worth as
stated in its most recent financial
statements, but not exceed to 60%
of lender’s net worth as stated in
its most recent financial
statements.

In accordance
with the
amendments of
the Regulation,
loaning funds to
the Company
from a foreign
company in
which the
Company’s
directly and
indirectly holds
100% of the
voting shares is
not limited to
the limit of 40%
of lender’s net
worth.
2.3.1 Inprocessingthe loaningof fund, 2.3.1 Inprocessingthe loaningof fund, 1. Revised

76

After Amendment Before Amendment Note for each subject which meets the for each subject which meets the wording. aforementioned criteria, the “Loan aforementioned criteria, the “Loan 2. Modified Application Form” (Annex I) shall Application Form” shall be filled department be filled out with the operating out with the operating risks name. risks described and assessed, and described and assessed, and then then the application be filed with the application be filed with the the Company’s Treasury Unit. The Company’s Finance Department. Treasury Unit shall then evaluate The Finance Department shall the Company’s financial condition then evaluate the Company’s and the impact on shareholders’ financial condition and the impact rights and interests. If necessary, on shareholders’ rights and collateral from the borrower interests. If necessary, collateral should be requested and its value from the borrower should be evaluated. The application shall be requested and its value evaluated. assessed by the Treasury Unit and The application shall be assessed reviewed by the Legal Unit to by the Finance Department and ensure it is in line with relevant reviewed by the Legal Department laws and the requirements in this to ensure it is in line with relevant Regulation. The assessment results laws and the requirements in this shall be endorsed in accordance Regulation. The assessment with the Company’s approval results shall be endorsed in authority, and then forwarded to accordance with the Company’s the Audit Committee for the approval authority, and then approval of more than half of all forwarded to the Audit Committee members, and further to the Board for the approval of more than half of Directors for its resolution. If of all members, and further to the the approval of more than half of Board of Directors for its the Audit Committee’s members is resolution. If the approval of more not obtained, the application may than half of the Audit be approved by more than Committee’s members is not two-thirds of all the Directors, but obtained, the application may be the Audit Committee’s resolution approved by more than two-thirds should be recorded in the Board of of all the Directors, but the Audit Directors’ meeting minutes. The Committee’s resolution should be aforementioned Audit Committee recorded in the Board of members and Directors refer to Directors’ meeting minutes. The those who are incumbent. aforementioned Audit Committee members and Directors refer to those who are incumbent. 2.4.1 The tenure of loaning fund from 2.4.1 The tenure of loaning fund from In accordance the Company is limited to one the Company is limited to one with the year. The tenure of loaning fund year. The tenure of loaning fund amendments of from overseas companies in from overseas companies in the Regulation,

77

After Amendment Before Amendment Note
which the Company’s directly and
indirectly holds100% of the
voting shares tothe Companyor
loaning fund between overseas
companies in which the
Company’s directly and indirectly
holds100% of the voting shares is
not limited to aforementioned
tenure, butthe lender shall
establish a tenure limit for the
loaning fund.

which the Company’s directly
and indirectly holds100% of the
voting shares or loaning fund
between overseas companies in
which the Company’s directly
and indirectly holds100% of the
voting shares is not limited to one
year, but limited to five years.
Extensions for aforementioned
loaning fund shall be carried out
in accordance with the
requirements in 2.3.1.

loaning funds to
the Company
from a foreign
company in
which the
Company’s
directly and
indirectly holds
100% of the
voting shares is
not limited to
one-year tenure.
2.4.2 Interests are calculated based on
the Company’s cost of funding
from financial institutions with
1% mark-up and shall be paid on
a monthly basis. Interest for
lending to companies in which the
Company directly and indirectly
holds 100% of is exempt from
such restrictionsbut shall not be
lower than the Company’s term
deposit rates offered by financial
institutions.

2.4.2 Interests are calculated based on
the Company’s cost of funding
from financial institutions with
1% mark-up and shall be paid on
a monthly basis. Interest for
lending to companies in which
the Company directly and
indirectly holds 100% of is
exempt from such restrictions.
Set the floor
limit of interest
rate for loaning
funds.
2.5 Procedures for follow-up control of
loan amounts and processing
overdue claims
The Company shall approve,
calculate the interest of, and control
loan amounts in accordance with
the provisions of these Regulations.
Should there be any signs
indicating that a borrowing
company may not be able to settle
payments before maturity that any
amount is unsettled at maturity, or
other anomalies, the applying unit
shall submit relevant proofs for
handling by theLegal Unit. The
Company will, in accordance with
the law, take measures to preserve
creditor's rights, and duly perform
collections or take necessarylegal
2.5 Procedures for follow-up control of
loan amounts and processing
overdue claims
The Company shall approve,
calculate the interest of, and control
loan amounts in accordance with
the provisions of these Regulations.
Should there be any signs
indicating that a borrowing
company may not be able to settle
payments before maturity that any
amount is unsettled at maturity, or
other anomalies, the applying unit
shall submit relevant proofs for
handling by the Legal Department.
The Company will, in accordance
with the law, take measures to
preserve creditor's rights, and duly
perform collections or take
Modified
department
name.

78

After Amendment After Amendment Before Amendment Note
actions. necessary legal actions.
2.6 Amount of endorsements /
guarantees
Amount of endorsements /
guaranteesis subject to the
following limits:
2.6.1 The total amount of
endorsements / guarantees
rendered by the Company
shall not exceed 40% of the
net worth shown on the
Company’s latest financial
statements. The grand total
amount of endorsements /
guarantees rendered by the
Company and its subsidiaries
to the outside corporations
shall not exceed 40% of the
net worth shown on the
Company’s latest financial
statements as well.The total
amount of the
endorsement/guarantee
provided by the Company to
any individual entity shall
not exceed 30% of the
Company’s net worth.
2.6.2 In case of endorsements /
guarantees by the Company
to a firm where the Company
holds over 50% of the voting
power either directlyand
indirectly (1.3.2.2 and
1.3.2.3) or endorsements /
guarantees with companies
where the Company holds
over 90% of the voting
power either directly or
indirectly (1.3.2.4), the total
amount of individual
endorsements / guarantees
shall not exceed 10% of the


2.6 Amountand durationof
endorsements / guarantees
Amountand durationof
endorsements / guarantees as
follow:
2.6.1 The total amount of
endorsements / guarantees
rendered by the Company
shall not exceed 40% of the
net worth shown on the
Company’s latest financial
statements. The grand total
amount of endorsements /
guarantees rendered by the
Company and its
subsidiaries to the outside
corporations shall not
exceed 40% of the net worth
shown on the Company’s
latest financial statements as
well.
2.6.2 In case of endorsements /
guarantees by the Company
to a firm where the
Company holds over 50% of
the voting power either
directly or indirectly (1.3.2.2
and 1.3.2.3) or
endorsements / guarantees
with companies where the
Company holds over 90% of
the voting power either
directly or indirectly
(1.3.2.4), the total amount of
individual endorsements /
guarantees shall not exceed
10% of the net worth shown
through the Company’s
latest financial statements.
2.6.3 The total amount of
individual





1. Revised
wording.
2. Pursuant to
the
Regulation,
setting the
limit for a
single entity.
3. In accordance
with the
operation
needs, deleted
the duration
of
endorsements/
guarantees.

2.6.1
2.6.2

any individual entity shall
not exceed 30% of the
Company’s net worth.
In case of endorsements /
guarantees by the Company
to a firm where the Company
holds over 50% of the voting
power either directlyand
indirectly (1.3.2.2 and
1.3.2.3) or endorsements /
guarantees with companies
where the Company holds
over 90% of the voting
power either directly or
indirectly (1.3.2.4), the total
amount of individual
endorsements / guarantees
shall not exceed 10% of the

79

After Amendment Before Amendment Before Amendment Note
net worth shown through the
Company’s latest financial
statements.
2.6.3 The total amount of
individual
endorsements/guarantees
granted by the Company to a
single company or among
the Company and companies
where the Company holds
over 90% of the voting
power either directly or
indirectly shall not exceed
10% of the net worth shown
through the Company’s latest
term financial statements.
Where the Company grants
endorsements / guarantees to
a corporation where the
Company maintains a
business relationship, unless
otherwise prescribed in other
Regulations, the amount of
individual endorsements /
guarantees shall be confined
to the total amount of
business transaction
accumulated over the past
twelve months and shall not
exceed 5% of the paid-in
capital of the guaranteed
beneficiary.
Delete 2.6.4
Delete 2.6.5
2.6.4 endorsements/guarantees
granted by the Company to a
single company or among
the Company and companies
where the Company holds
over 90% of the voting
power either directly or
indirectly shall not exceed
10% of the net worth shown
through the Company’s
latest term financial
statements. Where the
Company grants
endorsements / guarantees to
a corporation where the
Company maintains a
business relationship, unless
otherwise prescribed in
other Regulations, the
amount of individual
endorsements / guarantees
shall be confined to the total
amount of business
transaction accumulated
over the past twelve months
and shall not exceed 5% of
the paid-in capital of the
guaranteed beneficiary.
The duration of
endorsements / guarantees
granted by the Company
shall be limited to one year
in duration. In case the
extension is required, the
extension shall be duly
handled in accordance with
2.7.1 and 2.7.2 of these
Regulations.
The endorsements /
guarantees granted by the
Company to a corporation
where the Company holds
over 90% of the voting
power for the purposes of


2.6.5

80

After Amendment Before Amendment Before Amendment Note
loaning funds are free of
restriction set forth in 2.6.4,
provided that the duration of

the endorsements /
guarantees shall not exceed
a maximum of five years.
2.7.1.1 In a case of endorsements /
guarantees granted by the
Company, after the Company’s
Treasury Unitcompletes the
prudent assessment and the
LegalUnitproves through
review process satisfactory to
requirements of laws and
ordinances concerned and these
Register, and the assessment
and review results are duly
approved based on the specified
powers, such results shall be
submitted to the Audit
Committee for consent by a
majority vote and shall be
resolved by the board of
directors. If the results are not
resolved by a majority vote of
the Audit Committee members,
the results may go ahead after
being agreed upon by two-thirds
majority of the total number of
directors. Such decision
resolved in the Audit Committee
shall be recorded into the
minutes of the board of directors
meeting. All the aforementioned
Audit Committee members and
all directors refer to those
incumbent ones.




2.7.1.1 In a case of endorsements /
guarantees granted by the
Company, after the Company’s
Financial Department completes
the prudent assessment and the
Legal Department proves
through review process
satisfactory to requirements of
laws and ordinances concerned
and these Register, and the
assessment and review results
are duly approved based on the
specified powers, such results
shall be submitted to the Audit
Committee for consent by a
majority vote and shall be
resolved by the board of
directors. If the results are not
resolved by a majority vote of
the Audit Committee members,
the results may go ahead after
being agreed upon by two-thirds
majority of the total number of
directors. Such decision
resolved in the Audit
Committee shall be recorded
into the minutes of the board of
directors meeting. All the
aforementioned Audit
Committee members and all
directors refer to those
incumbent ones.


Modified
department
name.
2.7.2.1 In handling the Company’s
endorsement guarantee matters,
for each subject company which
meets the aforementioned
criteria,the “Endorsement
2.7.2.1 In handling the Company’s
endorsement guarantee matters,
for each subject company which
meets the aforementioned
criteria,the “Endorsement
1. Revised
wording.
2. Modified
department
name.

81

After Amendment

Guarantee Application Form” (Annex II) shall be filled out with the operating risks described and assessed, and then the application be filed with the Company’s Treasury Unit. The Treasury Unit shall evaluate the Company’s financial condition and the impact on shareholders’ rights and interests. If necessary, collateral should be requested and its value evaluated by the Treasury Unit. The Legal Unit shall ensure the endorsement guarantee is in line with relevant laws and the requirements in these Regulations. The assessment results shall be endorsed in accordance with the Company’s approval authority, and forwarded to the Audit Committee for the approval, and then to the Board of Directors for its resolution. For each case the Treasury Unit shall record in the Endorsements/ Guarantees and Lifting Register the details of matters being endorsed/guaranteed, the name of the Company being guaranteed, risk assessment results, the amount, the date of endorsement guarantee, the collateral obtained, the conditions and the date for lifting of the responsibility, and the Board resolution date. Any subsequent changes to such items should also be recorded accordingly. The Accounting Unit shall post relevant accounting entries when executing or lifting endorsements/ guarantees.

Before Amendment Note Guarantee Application Form” shall be filled out with the operating risks described and assessed, and then the application be filed with the Company’s Finance Department. The Finance Department shall evaluate the Company’s financial condition and the impact on shareholders’ rights and interests. If necessary, collateral should be requested and its value evaluated by the Finance Department. The Legal Department shall ensure the endorsement guarantee is in line with relevant laws and the requirements in these Regulations. The assessment results shall be endorsed in accordance with the Company’s approval authority, and forwarded to the Audit Committee for the approval, and then to the Board of Directors for its resolution. For each case the Finance Department shall record in the Endorsements/ Guarantees and Lifting Register the details of matters being endorsed/guaranteed, the name of the Company being guaranteed, risk assessment results, the amount, the date of endorsement guarantee, the collateral obtained, the conditions and the date for lifting of the responsibility, and the Board resolution date. Any subsequent changes to such items should also be recorded accordingly. The Finance Department shall post relevant accounting entries when

82

After Amendment After Amendment Before Amendment Note
executing or lifting
endorsements/guarantees.
2.8.1 Should the Company be relieved
from its guarantee responsibility
due to full repayment of the
liability involved or renewal of the
relevant documents or financial
instruments, the guaranteed
company shall return the original
documents and instruments to the
Company’sTreasury Unit, which
shall affix the cancellation seal
onto or make void of such
documents and instruments and
then return them to the guaranteed
company. The official letter from
the guaranteed company regarding
this matter should be retained for
future reference.


2.8.1 Should the Company be relieved
from its guarantee responsibility
due to full repayment of the
liability involved or renewal of
the relevant documents or
financial instruments, the
guaranteed company shall return
the original documents and
instruments to the Company’s
Finance Department, which shall
affix the cancellation seal onto or
make void of such documents and
instruments and then return them
to the guaranteed company. The
official letter from the guaranteed
company regarding this matter
should be retained for future
reference.
Modified
department
name.
2.8.2 When such endorsement lifting
cases happen, theTreasury Unit
shall record them in the
Endorsements/ Guarantees and
Lifting Register and process the
write-offs in order to reduce the
amount of accumulated
endorsement balance.
2.8.2 When such endorsement lifting
cases happen, the Finance
Department shall record them in
the Endorsements/ Guarantees
and Lifting Register and process
the write-offs in order to reduce
the amount of accumulated
endorsement balance.
Modified
department
name.
3 Assessmentand following
management
3.1 when the Company loans funds
to others or makes an
endorsement/guarantee for
others, it shall take into full
consideration each director’s
opinions; directors’ opinions
specifically expressing assent or
dissent and their reasons for
dissent shall be included in the
minutes of the board of directors’
meeting.
3.2If,as a result of a change in

3 Case Assessment
3.1 when the Company loans funds
to others or makes an
endorsement/guarantee for
others, it shall take into full
consideration each director’s
opinions; directors’ opinions
specifically expressing assent or
dissent and their reasons for
dissent shall be included in the
minutes of the board of directors’
meeting.
3.2
3.2.1 If, as a result of a change
in circumstances,an entity

1. Revised
wording.
2. Modified item
numbering.

83

After Amendment circumstances, an entity for which loaning funds pursuant to 1.2 or an endorsement/guarantee is made pursuant to 1.3.2 does not meet the requirements of the Regulations, or due to the change of basis of the limit calculation, the endorsement/guarantee amount or the loan balance exceeds the limit, the Company shall adopt rectification plans and submit the rectification plans to the Audit Committee for consent by a majority vote and shall be resolved by the board of directors and shall complete the rectification according to the timeframe set out in the plan. If the results are not resolved by a majority vote of the Audit Committee members, the results may go ahead after being agreed upon by two-thirds majority of the total number of directors. Such decision resolved in the Audit Committee shall be recorded into the minutes of the board of directors meeting. All the aforementioned Audit Committee members and all directors refer to those incumbent ones. 3.3 Where the Company needs to exceed the limits set out in the Regulation for Endorsements/Guarantees to satisfy its business requirements, and where the conditions set out in the Regulation for Endorsements/Guarantees are complied with, it shall obtain approval from the board of directors and half or more of the

Before Amendment Note for which loaning funds pursuant to 1.2 or an endorsement/guarantee is made pursuant to 1.3.2 does not meet the requirements of the Regulations, or due to the change of basis of the limit calculation, the endorsement/guarantee amount or the loan balance exceeds the limit, the Company shall adopt rectification plans and submit the rectification plans to the Audit Committee for consent by a majority vote and shall be resolved by the board of directors and shall complete the rectification according to the timeframe set out in the plan. If the results are not resolved by a majority vote of the Audit Committee members, the results may go ahead after being agreed upon by two-thirds majority of the total number of directors. Such decision resolved in the Audit Committee shall be recorded into the minutes of the board of directors meeting. All the aforementioned Audit Committee members and all directors refer to those incumbent ones. 3.2.2 Where the Company needs to exceed the limits set out in the Regulation for Endorsements/Guarantees

84

After Amendment Before Amendment Note
directors shall act as joint
guarantors for any loss that may
be caused to the Company by the
excess endorsement/guarantee. It
shall also amend the Regulation
for Endorsements/Guarantees
accordingly and submit the same
to the shareholders’ meeting for
ratification after the fact. If the
shareholders’ meeting does not
give consent, the Company shall
adopt a plan to discharge the
amount in excess within a given
time limit.
3.4The Company shall evaluate the
status of its loans of funds and
reserve sufficient allowance for
bad debts, and shall adequately
disclose relevant information in
its financial reports and provide
certified public accountants with
relevant information for
implementation of necessary
auditing procedures.
3.5The Company’s internal auditors
shall audit the operational
procedures and the
implementation of the
Regulation no less frequently
than quarterly and prepare
written records accordingly.
They shall promptly notify the
Audit Committee in writing of
any material violation found.




to satisfy its business
requirements, and where
the conditions set out in
the Regulation for
Endorsements/Guarantees
are complied with, it shall
obtain approval from the
board of directors and half
or more of the directors
shall act as joint
guarantors for any loss that
may be caused to the
Company by the excess
endorsement/guarantee. It
shall also amend the
Regulation for
Endorsements/Guarantees
accordingly and submit the
same to the shareholders’
meeting for ratification
after the fact. If the
shareholders’ meeting
does not give consent, the
Company shall adopt a
plan to discharge the
amount in excess within a
given time limit.
3.3 The Company shall evaluate the
status of its loans of funds and
reserve sufficient allowance for
bad debts, and shall adequately
disclose relevant information in
its financial reports and provide
certified public accountants with
relevant information for
implementation of necessary
auditing procedures.
3.4 The Company’s internal auditors
shall audit the operational
procedures and the
implementation of the
Regulation no less frequently
than quarterly and prepare
written records accordingly.



85

After Amendment Before Amendment Before Amendment Before Amendment Note
They shall promptly notify the
Audit Committee in writing of
any material violation found.
5.2.1 Loaning funds 5.2.1 Loaning funds balance Modified the
title to match the
text.


(Hereinafter omitted)

(Hereinafter omitted)
5.2.2 Endorsement/guarantee
(5.2.2.1 to 5.2.2.2 omitted)
5.2.2.3 The balance of
endorsements/guarantees
by the Company and its
subsidiaries for a single
enterprise reaches NT$10
millions or more and the
aggregate amount of all
endorsements/guarantees
for,book value of
investmentaccounted for
using the equity method,
and balance of loans to,
such enterprise reaches 30
percent or more of the
Company’s net worth as
stated in its latest
financial statement.

5.2.2 Endorsement/guaranteebalance
(5.2.2.1 to 5.2.2.2 omitted)
5.2.2.3 The balance of
endorsements/guarantees
by the Company and its
subsidiaries for a single
enterprise reaches NT$10
millions or more and the
aggregate amount of all
endorsements/guarantees
for, investment of a
long-term nature in, and
balance of loans to, such
enterprise reaches 30
percent or more of the
Company’s net worth as
stated in its latest
financial statement.

1. Modified the
title to match
the text.
2. In accordance
with the
amendment of
regulations of
the competent
authority and
the
consideration
of the
“Guidelines
for the
Preparation of
Financial
Issues of
Securities
Issuers”,
clearly
defined the
definition of
long-term
investment.
5.2.5 Date of occurrence in these
Regulations means the date of
contract signing, date of payment,
dates of boards of directors’
resolutions, or other date that can
confirm the counterparty and
monetary amount of the loaning
funds or endorsement/guarantee,
whichever date is earlier.
5.2.5 Date of occurrence in these
Regulations means the date of
contract signing, date of payment,
dates of boards of directors’
resolutions, or other date that can
confirm the counterparty and
monetary amount of the
transaction, whichever date is
earlier.
The loaning
funds or
endorsement
guarantee is not
a “transaction”
nature, revised
wording.
7 These Rules were established on May
27,2003.
7 These Rules were established on
May27,2003.
Added the date
of amendment.

86

After Amendment Before Amendment Note
The 1st amendment was made on
May 5, 2004.
The 2nd amendment was made on
June 16, 2005.
The 3th amendment was made on
June 23, 2006.
The 4th amendment was made on
June 19, 2009.
The 5th amendment was made on
June 14, 2010.
The 6th amendment was made on
June 22, 2012.
The 7th amendment was made on
June 11, 2013.
The 8th amendment was made on
June 12, 2019.
The 1st amendment was made on
May 5, 2004.
The 2nd amendment was made on
June 16, 2005.
The 3th amendment was made on
June 23, 2006.
The 4th amendment was made on
June 19, 2009.
The 5th amendment was made on
June 14, 2010.
The 6th amendment was made on
June 22, 2012.
The 7th amendment was made on
June 11, 2013.

87

Attachment 10

Silitech Technology Corporation

Comparison Table of Amendments to “Rules Governing the Election of Directors”

After Amendment Before Amendment Note
Article 2
The cumulative voting method shall be
used for election of the Company’s
directors. Each share will have voting
rights in number equal to the directors
to be elected, and may be cast for a
single candidate or split among multiple
candidates. Shareholder numbers or
attendance card numbers printed on the
ballots may be used instead of
recording the names of voting
shareholders. The overall composition
of the board of directors shall be taken
into consideration in the selection of the
Company’s directors. The composition
of the board of directors shall be
determined by taking diversity into
consideration and formulating an
appropriate policy on diversity based on
the Company’s business operations,
operating dynamics, and development
needs. It is advisable that the policy
include, without being limited to, the
following two general standards:
A. Basic requirements and values:
Gender, age, nationality,race or
ethnic groupand culture.
B. Professional knowledge and skills:
A professional background (e.g.,
law, accounting, industry, finance,
marketing, or technology),
professional skills, and industry
experience.
Each board member shall have the
necessary knowledge, skill, and
experience to perform his/her duties.
The abilities that must be present in the
board as a whole are as follows:
A. Abilityto make sound business



Article 2
The cumulative voting method shall be
used for election of the Company’s
directors. Each share will have voting
rights in number equal to the directors
to be elected, and may be cast for a
single candidate or split among multiple
candidates. Shareholder numbers or
attendance card numbers printed on the
ballots may be used instead of
recording the names of voting
shareholders. The overall composition
of the board of directors shall be taken
into consideration in the selection of the
Company’s directors. The composition
of the board of directors shall be
determined by taking diversity into
consideration and formulating an
appropriate policy on diversity based on
the Company’s business operations,
operating dynamics, and development
needs. It is advisable that the policy
include, without being limited to, the
following two general standards:
A. Basic requirements and values:
Gender, age, nationality, and
culture.
B. Professional knowledge and skills:
A professional background (e.g.,
law, accounting, industry, finance,
marketing, or technology),
professional skills, and industry
experience.
Each board member shall have the
necessary knowledge, skill, and
experience to perform his/her duties.
The abilities that must be present in the
board as a whole are as follows:
A. Abilityto make sound business



In order to
improve
corporate
governance,
added the
standards for
directors’
diversity.

88

After Amendment Before Amendment Note
judgments.
B. Ability to perform accounting and
financial analysis.
C. Ability to manage a business.
D. Ability to handle crisis
management.
E. Knowledge of the industry.
F. An international market perspective.
G. Leadership ability.
H. Decision-making ability
More than half of the directors shall be
persons who have neither a spousal
relationship nor a relationship within
the second degree of kinship with any
other director.

judgments.
B. Ability to perform accounting and
financial analysis.
C. Ability to manage a business.
D. Ability to handle crisis
management.
E. Knowledge of the industry.
F. An international market perspective.
G. Leadership ability.
H. Decision-making ability.
More than half of the directors shall be
persons who have neither a spousal
relationship nor a relationship within
the second degree of kinship with any
other director.
Article 4
During the two years before being
elected or during the term of office,
independent directors of the Company
may not have been or be any of the
following:
A. An employee of the Company or any
of its affiliates.
B. A director or supervisor of the
Company or any of its affiliates.
Exception shall apply to independent
directors established by the
Company or parent company or its
subsidiary pursuant to the Securities
and Exchange Act or local laws and
regulations.
C. A natural-person shareholder who
holds shares, together with those
held by the person’s spouse, minor
children, or held by the person under
others’ names, in an aggregate
amount of one percent or more of
the total number of issued shares of
the Company, or ranks among the
ten largest natural-person
shareholders.
D. A spouse,relative within the second



Article 4
During the two years before being
elected or during the term of office,
independent directors of the Company
may not have been or be any of the
following:
A. An employee of the Company or any
of its affiliates.
B. A director or supervisor of the
Company or any of its affiliates.
Exception shall apply to independent
directors established by the
Company or parent company or its
subsidiary pursuant to the Securities
and Exchange Act or local laws and
regulations.
C. A natural-person shareholder who
holds shares, together with those
held by the person’s spouse, minor
children, or held by the person under
others’ names, in an aggregate
amount of one percent or more of
the total number of issued shares of
the Company, or ranks among the
ten largest natural-person
shareholders.
D. A spouse,relative within the second



Pursuant to
“Regulations
Governing
Appointment of
Independent
Directors and
Compliance
Matters for
Public
Companies”,
amending the
seventh
subparagraph of
the first
paragraph.

89

After Amendment

Before Amendment

degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs.

degree of kinship, or lineal relative within the third degree of kinship, of any of the persons in the preceding three subparagraphs.

E. A director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the Company or of a corporate shareholder that ranks among the top five in shareholdings.

E. A director, supervisor, or employee of a corporate shareholder that directly holds five percent or more of the total number of issued shares of the Company or of a corporate shareholder that ranks among the top five in shareholdings.

F. A director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the Company.

F. A director, supervisor, officer, or shareholder holding five percent or more of the shares, of a specified company or institution that has a financial or business relationship with the Company.

Note

G. A professional individual who, or an G. A professional individual who, or an owner, partner, director, supervisor, owner, partner, director, supervisor, or officer of a sole proprietorship, or officer of a sole proprietorship, partnership, company, or institution partnership, company, or institution that, provides commercial, legal, that, provides commercial, legal, financial, accounting services or financial, accounting services or consultation to the Company or to consultation to the Company or to any affiliate of the Company, or a any affiliate of the Company, or a spouse thereof; provided, this spouse thereof, provided that this restriction does not apply to a restriction does not apply to any member of the remuneration member of the remuneration committee, public tender offer committee who exercises powers review committee, or special pursuant to Article 7 of the committee for merger/consolidation Regulations Governing the and acquisition, who exercises Establishment and Exercise of powers pursuant to the Regulations Powers of Remuneration Governing Appointment of Committees of Companies Whose Independent Directors and Stock is Listed on the TWSE or Compliance Matters for Public Traded on the GTSM or to the Companies or to the Business Business Mergers and Acquisitions Mergers and Acquisitions Act or Act or related laws or regulations. related laws or regulations. (Omitted below) (Omitted below) Article 5 Article 5 In accordance The election of directors (including The election of directors (including with the independent directors) of the Company independent directors) of the Company amendment of

90

After Amendment Before Amendment Note
is subject to the provisions of Article
192-1 of the Company Act in that a
candidate nomination system shall be
adopted, that such system shall be
expressly stated in the Articles of
Incorporation of the Company, and that
shareholders shall elect directors
(including independent directors) from
among the those listed in the slate of
director candidates.
When the number of directors falls
below five due to the dismissal of a
director for any reason, the Company
shall hold a by-election to fill the
vacancy at its next shareholders
meeting. When the number of directors
falls short by one third of the total
number prescribed in the Company’s
articles of incorporation, the Company
shall call a special shareholders meeting
within 60 days from the date of
occurrence to hold a by-election to fill
the vacancies.
Where the number of independent
directors falls below the minimum
specified in the proviso under Article
14-2, Paragraph 1 of the Securities and
Exchange Act and fails to satisfy the
provisions in the Taiwan Stock
Exchange Corporation Rules Governing
Review of Securities Listings, a
by-election shall be held at the next
is subject to the provisions of Article
192-1 of the Company Act in that a
candidate nomination system shall be
adopted, that such system shall be
expressly stated in the Articles of
Incorporation of the Company, and that
shareholders shall elect directors
(including independent directors) from
among the those listed in the slate of
director candidates.Regarding review
of director (and independent director)
candidate qualifications, education,
experience, circumstances in Article 30



Article 192-1 of
Company Act:
1. Removed
review
procedure for
the nominees
of the
directors from
the board of
directors or
other convener
- deleted the
second half of
the first
paragraph and
the eighth
paragraph, and
amended the
seventh
paragraph.
2. Simplified the
nomination
procedures -
amended the
sixth
paragraph and
the tenth
paragraph.

of the Company Act exists,
documentary proof of other
qualifications cannot be additionally
listed without completing the
appropriate procedures. Review results
shall be presented to the shareholders as

a basis for the consideration and
election of suitable directors (including



independent directors).
When the number of directors falls
below five due to the dismissal of a
director for any reason, the Company
shall hold a by-election to fill the
vacancy at its next shareholders
meeting. When the number of directors
falls short by one third of the total
number prescribed in the Company’s
articles of incorporation, the Company
shall call a special shareholders meeting
within 60 days from the date of
occurrence to hold a by-election to fill
the vacancies.
Where the number of independent
directors falls below the minimum
specified in the proviso under Article
14-2, Paragraph 1 of the Securities and
Exchange Act and fails to satisfy the
provisions in the Taiwan Stock
Exchange Corporation Rules Governing
Review of Securities Listings, a
by-election shall be held at the next

91

After Amendment Before Amendment Note shareholders’ meeting. In the event that shareholders’ meeting. In the event that all the independent directors have been all the independent directors have been discharged, an extraordinary discharged, an extraordinary shareholders’ meeting shall be shareholders’ meeting shall be convened to hold a by-election within convened to hold a by-election within sixty days from the date of such sixty days from the date of such occurrence. The Company shall prior to occurrence. The Company shall prior to the book closure date before the the book closure date before the convening of the shareholders’ meeting, convening of the shareholders’ meeting, publish a notice specifying a period for publish a notice specifying a period for receiving nominations of director receiving nominations of director (including independent director) (including independent director) candidates, the number of directors candidates, the number of directors (including independent directors) to be (including independent directors) to be elected, the place for receiving such elected, the place for receiving such nominations, and other necessary nominations, and other necessary matters; the period for receiving matters; the period for receiving nominations shall be not less than 10 nominations shall be not less than 10 days. The Company may present a slate days. The Company may present a slate of director (including independent of director (including independent director) candidates nominated by the director) candidates nominated by the methods set out below, and, upon methods set out below, and, upon evaluation by the board of directors that evaluation by the board of directors that all candidates so nominated are all candidates so nominated are qualified director (including qualified director (including independent director) candidates, independent director) candidates, submit it to the shareholders’ meeting submit it to the shareholders’ meeting for elections: for elections: A. A shareholder holding one percent or A. A shareholder holding one percent more of the total number of issued or more of the total number of issued shares may present a slate of director shares may present a slate of director (including independent director) (including independent director) candidates in writing to the candidates in writing to the Company; the number of nominees Company; the number of nominees may not exceed the number of may not exceed the number of directors (including independent directors (including independent directors) to be elected. directors) to be elected. B. The board of directors presents a B. The board of directors presents a slate of director (including slate of director (including independent director) candidates; the independent director) candidates; the number of nominees may not exceed number of nominees may not exceed the number of directors (including the number of directors (including independent directors) to be elected. independent directors) to be elected. C. Otherwise as designated by the C. Otherwise as designated by the

92

After Amendment Before Amendment Before Amendment Note
competent authority.
The roster of director candidates
submitted by a shareholder and the
board of directors as prescribed in the
preceding paragraph shall describe the
name, education background and past
work experience of the director
candidates.
The board of directors, or other person
having the authority to call a
shareholders’ meeting, except under
any of the following circumstances, all
qualified nominees shall be included in
the slate of director (including
independent director) candidates:
A. Where the nominating shareholder
submits the nomination at a time not
within the published period for
receiving nominations.
B. Where the shareholding of the
nominating shareholder is less than
one percent at the time of book
closure by the Company under
Article 165, paragraph 2 or 3 of the
Company Act.
C. Where the number of nominees
exceeds the number of directors
(including independent directors) to
be elected.
D.Where the roster of director
candidates submitted by a
shareholder fails to describe the
name, education background and
past work experience of the director
competent authority.
When providing a recommended slate
of candidates under the preceding
paragraph, a shareholder or the board of

directors shall include in the
documentation attached thereto each
nominee’s name, educational
background, work experience, a written

undertaking indicating the nominee’s
consent to serve as a director (including

independent director) if elected as such,

a written statement that none of the
circumstances in Article 30 of the
Company Act exists, and other relevant

documentary proof.
The board of directors, or other person
having the authority to call a
shareholders’ meeting,shall review the
qualifications of each director
(including independent director)
nominee;except under any of the
following circumstances, all qualified
nominees shall be included in the slate
of director (including independent
director) candidates:
A. Where the nominating shareholder
submits the nomination at a time not
within the published period for
receiving nominations.
B. Where the shareholding of the
nominating shareholder is less than
one percent at the time of book
closure by the Company under
Article 165, paragraph 2 or 3 of the
Company Act.
C. Where the number of nominees
exceeds the number of directors
(including independent directors) to
be elected.
D.Where the relevant documentary
proof required under the preceding
paragraph is not attached.

or other person
call a
shall review the

93

After Amendment Before Amendment Note
candidates.
If an independent director candidate
included by the Company under the
provisions of the preceding paragraph
has already served as an independent
director of the Company for three
consecutive terms or more, the
Company shall publicly disclose,
together with the roster of director
candidatesunder the preceding
paragraph, the reasons why the
candidate is nominated again for the
independent directorship, and present
the aforementioned reasons to the
shareholders at the time of the election
at the shareholders’ meeting.
The Company shall announce the slate
of director (including independent
director) candidates and their education
and experience at least 40 days prior to
the upcoming shareholders’ meeting or
25 days prior to the upcoming
extraordinary shareholders’ meeting.
The process of reviewing director
(including independent director)
nominees in the preceding paragraph
shall be recorded, and the records shall
be retained for a minimum of one year.
However, in situations where a
shareholder makes a litigious claim
against the director (including
independent director) election process,
the records shall be retained until the
litigation is concluded.
If an independent director candidate
included by the Company under the
provisions of the preceding paragraph
has already served as an independent
director of the Company for three
consecutive terms or more, the
Company shall publicly disclose,
together withthe review resultsunder
the preceding paragraph, the reasons
why the candidate is nominated again
for the independent directorship, and
present the aforementioned reasons to
the shareholders at the time of the
election at the shareholders’ meeting.
The Company shall announce the slate
of director (including independent
director) candidates and their education
and experienceas well as the number of
shares held by each candidateat least
40 days prior to the upcoming
shareholders’ meeting or 25 days prior
to the upcoming extraordinary
shareholders’ meeting, inform the
nominating shareholders of the review
results, and, where applicable, provide
detailed reasons for not including
nominees on the slate of director
(including independent director)
candidates.
Article 17
The rules were established on May17,
Article 17
The rules were established on May17,
Added the date
of amendment.

94

After Amendment Before Amendment Note
2002.
The first amendment was made on June
19, 2009.
The second amendment was made on
June 22, 2012.
The third amendment was made on
June 11, 2013.
The fourth amendment was made on
June 21, 2016.
The fifth amendment was made on June
13, 2017.
The sixth amendment was made on
June 12, 2018.
The seventh amendment was made on
June 12, 2019.

2002.
The first amendment was made on June
19, 2009.
The second amendment was made on
June 22, 2012.
The third amendment was made on
June 11, 2013.
The fourth amendment was made on
June 21, 2016.
The fifth amendment was made on June
13, 2017.
The sixth amendment was made on
June 12, 2018.

95

Attachment 11

Silitech Technology Corporation

Details of release of directors from additional non-competition restrictions

No Position Name Release of Directors from non-competition
restrictions
1 Chairman Lite-On Technology
Corporation
Representative
Raymond Soong

Director, representative of SKYLA
CORPORATION
2 Vice
Chairman
Lite-On Technology
Corporation
Representative
Warren Chen

Director, representative of Lite-On Sales &
Distribution Inc.
3 Director Lite-On Technology
Corporation
Representative
Charlie Tseng

Director, representative of LITE-ON IT
INTERNATIONAL (HK) LIMITED

General Manager & Director, representative of.
LITEON-IT OPTO TECH (BH) CO., LTD.

Director, representative of LET (HK)
LIMITED

Director, representative of Lite-On Information
Technology GmbH

Director, representative of High Yield Group
Co.,Ltd.
4 Independent
Director
Chiu, Te-Chen
Director, representative of RADBON
AVIONICS INC.

96