SINBON ELECTRONICS CO., LTD. Year 2019 Annual Meeting Minutes of Shareholders

Time: 9:00 a.m. on Thursday, Jun. 6, 2019.

Place: 582 KUOHWA ROAD, MIAOLI 360, TAIWAN.

Total outstanding shares: 229,078,860 shares.

Total shares represented by shareholders present in person or by proxy: 205,629,759 shares.

The percentage of shares held by shareholders present in person or by proxy: 89.76 %.

Chairman: Joseph Wang (Chairman of the Board)

Recorder: Angela Cheng

Chairperson Remarks (omitted)

Reports on Company Affairs:

2018 Business Report(appendix 1)
Audit Committee Review Report on the 2018 Financial Statements(appendix 2)
The Status of Domestic Unsecured Convertible Bonds VI
Remuneration to Employees, Directors and Supervisors

Proposals:

1. Proposed by the Board

Proposal:

Adoption of the 2018 Business Report and Financial Statements Explanation:

(1) The Company’s Financial Statements, including the balance sheet, income statement, statement of changes in shareholders’ equity, and statement of cash flows, were audited by independent auditors, Huang, Tzu-Ping and Lin, Hong-Kuang of Ernst & Young CPA Firm. Also Business Report and Financial Statements have been approved by the

Board and examined by the supervisors.

(2) The 2018 Business Report, independent auditors’ audit report, and the above-mentioned Financial Statements are attached appendix 1 and 3.

Resolution: Approval votes 189,260,957, disapproval votes 10,733, and abstention votes 15,845,089 of total votes 205,116,779. The proposal was approved.

2. Proposed by the Board

Proposal:

Adoption of the Proposal for Distribution of 2018 Profits Explanation:

(1) The Board has adopted a Proposal for Distribution of 2018 Profits in accordance with the Company Act and Articles of Incorporation. Please refer to the 2018 PROFIT DISTRIBUTION TABLE below.
(2) Upon the approval of the Annual Meeting of Shareholders, it is proposed that the Board of Directors be authorized to resolve the ex-dividend date, distribution date, and other relevant issues.
(3) In the event that, before the distribution record date, the proposed profit distribution is affected by an amendment to relevant laws or regulations, a request by the competent authorities, or a buyback of shares or issuance of new shares for transferring treasury shares to employees or for equity conversion in connection with domestic or overseas convertible corporate bonds or other convertible securities or employee stock options, it is proposed that the Board of Directors be authorized to adjust the cash to be distributed to each share based on the number of actual shares outstanding on the record date for distribution.
(4) Please refer to the Profit Distribution Table as follows:

SINBON ELECTRONICS CO., LTD. PROFIT DISTRIBUTION TABLE Year 2018

SINBON ELECTRONICS CO., LTD. PROFIT DISTRIBUTION TABLE Year 2018
	`（`Unit: NTD`）`
Items	Total
Beginningretained earnings	$1,131,743,80
Add: Effect of retrospective application and	825,000
retrospective restatement
Add: Other comprehensive profit(Defined
benefitplan actuarialprofits in 2018)	454,392

Less: Disposal of financial assets at fair value	(3,206,921)
through other comprehensive income
Add: netprofit after tax	1,413,476,696
Less: 10% legal reserve	(141,347,670)
Special surplus reserve	(108,492,233)
Distributable netprofit	2,293,453,072
Distributable items:
Cash Dividend to shareholders(NT$4.5/share)	(1,026,621,990)
Unappropriated retained earnings	$1,266,831,082

Resolution: Approval votes 189,261,056, disapproval votes 10,734, and abstention votes 15,844,989 of total votes 205,116,779. The proposal was approved.

Discussion and Election Matters:

1. Proposed by the Board

Proposal:

Amendment to Articles of Incorporation, please proceed to discuss. Explanation:

In order to conform to the needs of commercial practice, the company hereby proposes to amend the Articles of Incorporation. Please refer to appendix 4 for details.

Resolution: Approval votes 189,256,893, disapproval votes 13,778, and abstention votes 15,846,108 of total votes 205,116,779. The proposal was approved.

2. Proposed by the Board

Proposal:

Amendment to the Operational procedures for Acquisition and Disposal of Assets, please proceed to discuss.

Explanation:

In order to conform to the needs of commercial practice, the company hereby proposes to amend the Operational procedures for Acquisition and Disposal of Assets. Please refer to appendix 5 for details.

Resolution: Approval votes 189,256,718, disapproval votes 13,770, and abstention votes 15,846,291of total votes 205,116,779. The proposal was approved.

3. Proposed by the Board

Proposal:

Amendment to Procedures for Lending Funds to Others, please proceed to discuss.

Explanation:

In order to conform to the needs of commercial practice, the company hereby proposes to amend the Procedures for Lending Funds to Others. Please refer to appendix 6 for details.

Resolution: Approval votes 189,257,341, disapproval votes 13,880, and abstention votes 15,845,558 of total votes 205,116,779. The proposal was approved.

4. Proposed by the Board

Proposal:

Amendment to Procedures for Endorsement & Guarantee, please proceed to discuss.

Explanation:

In order to conform to the needs of commercial practice, the company hereby proposes to amend the Procedures for Endorsement & Guarantee. Please refer to appendix 7 for details.

Resolution: Approval votes 189,256,338, disapproval votes 14,908, and abstention votes 15,845,533 of total votes 205,116,779. The proposal was approved.

5. Proposed by the Board

Proposal:

Re-election part of Directors and Independent Director. Explanation:

(1) According to the operational needs and one of independent director was resigned on January 10,2019. Accordingly, the company proposes to duly elect part of new Board members at this year's Annual Meeting of Shareholders.
(2) The shareholders’ meeting shall elect 2 directors and 1 independent directors. Their two-year term will start from June 6, 2019 and conclude on June 7, 2021.
(3) According to Article 21 and 21-1 of the amended Articles of Incorporation, all directors and independent directors shall be elected from the nomination list prepared by the company. The

qualification of the 2 nominated directors and 1 nominated independent directors have been reviewed by the Board meeting on March 14, 2019. Personal information of the 3 nominees is as follows:

Candidates for the Election of Directors:

Shareholder’s Account/ID	Name	Education	Current Position	Relevant Experience
692	MIN-CHENG LIN	Bachelor degree of National Cheng Kung University	Team Leader of Diwan & company Manager of Wanfa United Accounting Firm Partner of Yongli Accounting Firm	Director of Lee-Yu & CO., CPA Director of Lee-Yu Business Management Inc.
13159	TE-CHENG CHIU	MBA program of National Cheng Chi University Master degree of National Tsing Hua University	Vice chairman of Taiwan Life Insurance Co., Ltd. Chairman of Taiwan Private Equity Association	Chairman / General Manager of Top Taiwan Venture Capital

Candidates for the Election of Independent Directors:

Shareholder’ s Account/ ID	Name	Education	Current Position	Relevant Experience
Q120046***	HO-MIN CHEN	Ph.D., National Taiwan University Master degree of University of Iowa Master degree of Tamkang University	Professor of National Taiwan University Dean of Commerce Development Research Institute Dean of the College of Management ,Nationa l Chung Hsing University Chairperson of Dept. of Business Administration, National Chung Hsing University	Professor of Taiwan University

Voting Results:

Director:

No.	ID or Shareholder Account No.	Name	Number of votes right
1	692	MIN-CHENG LIN	119,131,366
2	13159	TE-CHENG CHIU	118,840,107

Independent Director:

No.	ID or Shareholder Account No.	Name	Number of votes right
1	Q120046***	HO-MIN CHEN	138,203,558

6. Proposed by the Board

Proposal:

Proposal for Dismissing the Restrictions in Competition on New Directors . Please proceed to discuss.

Explanation:

Proposal for release the prohibition on directors from participation in competitive business. Please refer to appendix 8 for details.

Resolution: Approval votes 183,658,143, disapproval votes 22,487, and abstention votes 21,436,149 of total votes 205,116,779. The proposal was approved.

Other Matters: None.

Questions and Motions: None.

Adjournment

Appendix 1 The 2018 Business Report

Business Report

Dear Shareholders,

First of all, I would like to thank you for your continuing support throughout the year. SINBON has responded to the changing business climate by adopting an aggressive stance in strengthening our competitiveness. Total consolidated revenue for 2018 was NT$15,645,253 thousand, a 19.78% increase compared with NT$13,061,439 thousand in 2017. Net income increased 12.04% to NT$1,371,529 thousand, compared with 2017 net income of NT$1,224,088 thousand. Meanwhile, basic earnings per share increased 15.07% to NT$6.26, compared with NT$5.44 a year earlier.

Operating policies and strategies, the operation result in 2018, budget implement, profitability, and research and development (R&D) status are illustrated as follows:

I. Operation Policies and Strategies :

A. Policies:

a. To develop a variety of component products and joint design and provide manufacturing integration Service: SINBON is providing one-stop shop services for clients in components designing and manufacturing. In order to reach the target, SINBON is continuously enhancing the R&D team abilities in the development of niche products and actively expanding vertical integration for supplying products to new segment markets, developing new products and serving for new customers.
b. To extend agency products: Diversification strategy is using for the agency departments by investment or strategic alliances to seek cooperation opportunity through SINBON marketing channels.
c. Growth via alliance, merge, and acquisition: In order to continuous growth in the future, the Company will seek any opportunities to invest or buy a company, which is in component industry.

B. Strategies `：`

a. Alliance, merge, and acquisition ： In order to catch component industry high speed changes, we are looking for alliance opportunities with other companies for expanding our scope and enhance ourselves capabilities.
b. Performance Improvement ： Headquarter office has set up a full multi-functional department to evaluate and trace the performance of every individual business unit and assist everyone to upgrade and improve.
c. Niche Markets Focus ： Continuously focusing on niche markets and high gross profit fields. Medical, Auto, Green, Industrial, and Communication industries had been picked and they will be SINBON target markets.

II. The Operation Result in 2018 : (Consolidated)

				Unit: NT$ thousands	Unit: NT$ thousands
	2018		2017		percent change
Net Sales	$15,645,253	100%	$13,061,439	100%	19.78%
Gross Profit	3,919,945	25%	3,280,351	25%	19.49%
OperatingIncome	1,631,689	10%	1,393,146	11%	17.12%
Pre-tax Income	1,920,068	12%	1,619,544	12%	18.55%
Net Income	1,371,529	9%	1,224,088	9%	12.04%

III. Budget implement:

The Company is not required to make public Company's 2018 financial forecast information; however, overall business revenue and net income reached 99.19% and 91.26% respectively of the internal business targets in 2018.

IV. Profitability: (Consolidated)

Profitability: (Consolidated)
Items	2018	2017
Return Of Aessts(%)	10.27	10.69
Return Of Equites(%)	20.95	20.27
Profit before tax to capital(%)	84.70	71.85
Net Profit Rate(%)	8.77	9.39
Basic EPS(NT$Dollar)	6.26	5.44

V. Research and development (R&D) status: (Consolidated)

Year	Results of R&D
2009~2010	1. Deeply created more related products and engineering capacities in data capture field including Single & four slot Ethernet Cradle、Vehicle cradle、and Vehicle charger, which is used in industrial terminal devices.
2009~2010	2. For the development and application of GPS module & Zigbee module, using the development of embedded system, from hardware platform design, OS porting to implement software application, and had developed the technology of embedded system for commercial PDA and industrial terminal engineering prototype products.
2011~2012	Successfully developed HDMI, DDR3, DDR4, and USB connectors and deepened photovoltaic (PV) product development, and our junction box, PV connector, and PV cable have passed TÜV and UL certification.
2013~2014	SINBON won a gold prize from iF Design Award 2013 for our latest Brezze® Nebulizer, a portable drug nebulizer developed by DigiO2 International Co., Ltd. (our re-invested enterprise) in collaboration with the NTUH Telehealth Center under the Telecare Service Project.
2015~2016	1. Tablet PC for Shun Feng logistics development to DVT stage. 2. Solar monitoring system developed to DVT stage. 3. Finished development EV charger、charging gun and AC charging pile.
2017~2018	1. Wisdom medicine cabinet control lines, and adjustable window light control lines. 2. Robotic arm control lines, electronic fireplace, and smart grid assembly.
2018~Now	1. AIOT (Artificial Intelligence of Things) 2. Smart Heat pump water heater, display system of parking.

In 2018, we invested a total of NT$582,938 thousand for R&D, with 24% higher than previous year . In the future, SINBON actively develop electronic parts and components for the Internet of Thing (IoT), robots, and smart home applications. We will spend at least NT$300 million each year or over 3% of revenue on R&D in the future.

Finally, management team appreciates for shareholders’ greatest support and encouragement, and hope that shareholders will continue to provide us guidance and suggestions in the future. We will do our best to achieve higher profits and returns for all shareholders.

Best Regards,

Chairman and Chief Operation Officer Joseph Wang

Appendix 2 Audit Committee Review Report on the 2018 Financial Statements

AUDIT COMMITTEE REVIEW REPORT

April 19, 2019

The Board of Directors has prepared the Company’s 2018 Financial Statements. The CPA firm of Ernst & Young, by CPA Huang, Tzu-Ping and Lin, Hong-Kuan, was retained to audit the Company’s Financial Statements and has issued an audited report relating to the Financial Statements. The Financial Statements, Business Report, and the Proposal for Distribution of 2018 Profits have been reviewed and determined to

be correct and accurate by Supervisor. According to Article 219 of the Company Law, we hereby submit this report.

Independent Director: Wea, Chi-Lin

Appendix 3 2018 Financial Statements

Independent Auditors’ Report

To Sinbon Electronics Co., Ltd.

Opinion

We have audited the accompanying consolidated balance sheets of SINBON Electronics Co., Ltd. and its subsidiaries (the “Group”) as of 31 December 2018, and 2017, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended 31 December 2018 and 2017, and notes to the consolidated financial statements, including the summary of significant accounting policies (together “the consolidated financial statements”).

In our opinion, based on our audits and the reports of other auditors (please refer to the Other Metter – Making Reference to the Audits of Component Auditors section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group as of 31 December 2018 and 2017, and its consolidated financial performance and cash flows for the years ended 31 December 2018 and 2017, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by 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 (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, 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 2018 consolidated financial statements. 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.

1. Valuation for inventories

As of 31 December 2018, the Group’s net inventories amounted to NT$3,527,954 thousand. The amount of inventories was significant to the Group’s financial statements. As the fluctuation in market demand and the fast-changing technology could cause losses of obsolete and slow-moving inventories, the assessment of the inventory write-downs require significant management judgement. We therefore determined this a key audit mater.

Our audit procedures included, but not limited to, understanding and testing the adequacy of accounting policy around obsolete and slow-moving inventories, including historical analysis of loss ratio of scrapped inventories; evaluating stocktaking plan and selecting important storage locations to observe inventory counts to ensure inventory quantities and status; obtaining inventory aging schedule to test whether inbound and outbound records are accurate; re-calculating the unit cost of inventories; and evaluating and testing net realized value adopted by management. We also assessed the adequacy of disclosures of financial assets. Please refer to Notes 5 and 6 to the Group’s consolidate financial statements.

2. Impairment of accounts receivable

As of 31 December 2018, gross accounts receivable and loss allowance by the Group amounted to NT$4,152,916 thousand and NT$27,655 thousand, respectively. Net accounts receivable accounted for 29% of consolidated total assets, which was considered material in the consolidated statements. Since the loss allowance of account receivables is measured by the expected credit loss for the duration of the account receivables, it is necessary to divide account receivables into groups in the process of measurement and analyze the application of related assumptions, including appropriate aging intervals, their respective loss rate, and consideration of the forward-looking information. As the measurement of expected credit loss involves making judgment, analysis and estimates, and the result will affect the net account receivable, we therefore determined this a key audit mater.

Our audit procedures included, but not limited to, analyzing the appropriateness of the grouping of account receivables and confirming whether customers with significantly different credit loss types are grouped by similar risk characteristics. Sinbon Electronics Co., Ltd. and its subsidiaries are tested by provision matrix, including evaluating the appropriateness of the aging intervals and the accuracy of the basic data by reviewing the original certificates; testing the related statistics information of loss rate based on the rolling rate within one year, including the average loss rate and standard deviation; considering the reasonableness of the forward-looking information which takes into account loss rate, such as economic growth rate and unemployment rate; assessing whether such forward-looking

information affected the loss rate. We also assessed the adequacy of disclosures of financial assets. Please refer to Notes 5 and 6 to the Group’s consolidate financial statements.

Other Matter– Making Reference to the Audits of Component Auditors

We did not audit the financial statements of certain consolidated subsidiaries, which statements reflected total assets of NT$1,991,440 thousand and NT$1,924,399 thousand, constituting 14% and 15% of consolidated total assets as of 31 December 2018 and 2017, respectively, and total operating revenues of NT$2,721,718 thousand and NT$2,624,634 thousand, constituting 17% and 20% of consolidated operating revenues for the years ended 31 December 2018 and 2017, respectively. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the audit reports of the other auditors. We did not audit the financial statements of certain associates and joint ventures accounted for under the equity method whose statements are based solely on the reports of other auditors. These associates and joint ventures under equity method amounted to NT$321,922 thousand and NT$326,568 thousand, representing 2% and 3% of consolidated total assets as of 31 December 2018 and 2017, respectively. The related shares of profits from the associates and joint ventures under the equity method amounted to NT$63,268 thousand and NT$52,286 thousand, both representing 3% of the consolidated net income before tax for the years ended 31 December 2018 and 2017, respectively, and the related shares of other comprehensive income from the associates and joint ventures under the equity method amounted to NT$(2,107) thousand and NT$13,964 thousand, representing (8)% and (22)% of the consolidated other comprehensive income for the years ended 31 December 2018 and 2017, respectively.

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 requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by 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 ability to continue as a going concern of the Group, 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 audit committee or supervisors, are responsible for overseeing the financial reporting process of the Group.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with 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:

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.
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 internal control of the Group.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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 ability to continue as a going concern of the Group. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the 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.

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 2018 consolidated

financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

We have also audited and expressed an unqualified opinion on the parent company only financial statements of the Company as of and for the years ended 31 December 2018 and 2017.

/s/Huang, Tzu Ping

/s/Lin, Hung Kang

Ernst & Young, Taiwan

14 March 2019

Notice to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, results of operations 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 accepted and applied in the Republic of China.

English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

31 December 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

Assets Notes Current assets Cash and cash equivalents 4,6(1) Financial assets at fair value through profit or loss, current4,6(2) Available-for-sale financial assets, current 12 Notes receivable, net 4,6(3) Accounts receivable, net 4,6(4),7 Other receivables 7 Inventories 4,6(5) Prepayments Other current assets Total current assets Non-current assets 4,6(6) Available-for-sale financial assets, noncurrent 4,6(7) Financial assets measured at cost, noncurrent 4,6(8) Investments accounted for under the equity method 4,6(9) Property, plant and equipment 4,6(10) Other intangible assets Deferred tax assets 4,6(23) Other non-current assets 4,6(11) Total non-current assets Financial assets at fair value through other comprehensive income, noncurrent	Notes	As of 31 December	As of 31 December
		$2,625,021 171,099 - 468,086 4,125,261 182,290 3,527,954 245,042 16,795 11,361,548 276,727 - - 354,103 1,854,001 94,820 82,937 177,400 2,839,988 2018	2017
			$3,125,187 61,630 5,730 389,800 3,085,120 168,627 2,692,294 180,179 7,551
			9,716,118
			- 132,170 369,608 373,871 1,486,310 59,529 71,748 310,123
			2,803,359

$14,201,536 $12,519,477

(Continued)

Total assets

English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS(Continued)

31 December 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

Liabilities and Equity	Notes	As of 31 December
		$1,804,995 $1,594,624 - 44,427 328,405 - 210,226 110,111 3,127,462 2,610,847 875,407 783,172 192,591 149,796 404,554 - 2,395 - 35,537 180,051 6,981,572 5,473,028 - 300 - 483,621 7,646 - 298,241 160,718 15,505 16,256 88,510 89,296 13,430 2 423,332 750,193 7,404,904 6,223,221 2,257,273 2,254,162 9,681 - 2,266,954 2,254,162 904,086 830,265 966,802 844,155 233,441 181,024 2,543,293 2,208,472 3,743,536 3,233,651 (333,087) (251,893) (8,846) - - 18,452 (341,933) (233,441) 223,989 211,619 6,796,632 6,296,256 $14,201,536 $12,519,477 2018 2017

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

English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the years ended 31 December 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars, Except Earnings Per Share)

Operating revenues Operating costs Gross profit-net Operating expenses Sales and marketing expenses General and administrative expenses Research and development expenses Expected credit loss Subtotal Operating income Non-operating income and expenses Other income Other gains and losses Finance costs Share of profit or loss of associates and joint ventures Subtotal Income from continuing operations before income tax Income tax expense Net income Other comprehensive income Remeasurements of defined benefit plans Unrealized gains on equity instruments measured at fair value through other comprehensive income Unrealized gains on equity instruments method at fair value through other comprehensive income of associates and joint ventures Income tax related to items that may not be reclassified subsequently Exchange differences on translation of foreign operations Unrealized gains on available-for-sale financial assets Share of other comprehensive income of associates and joint ventures Income tax related to items that may be reclassified subsequently Total other comprehensive loss, net of tax Total comprehensive income Net income attributable to: Stockholders of the parent Non-controlling interests Comprehensive income (loss) attributable to: Stockholders of the parent Non-controlling interests Earnings per share (NTD) Earnings per share-basic Earnings per share-diluted Items that may not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss	Notes	For theyears ended 31 December
		$15,645,253 $13,061,439 (11,725,308) (9,781,088) 3,919,945 3,280,351 (850,762) (717,699) (853,495) (702,769) (582,938) (466,737) (1,061) - (2,288,256) (1,887,205) 1,631,689 1,393,146 126,093 227,467 159,837 (17,025) (43,371) (29,768) 45,820 45,724 288,379 226,398 1,920,068 1,619,544 (548,539) (395,456) 1,371,529 1,224,088 (1,170) (6,019) 110,611 - (2,107) - 1,624 1,023 (106,632) (120,217) - 28,973 - 13,964 22,757 18,149 25,083 (64,127) $1,396,612 $1,159,961 $1,413,477 $1,226,471 (41,948) (2,383) $1,371,529 $1,224,088 $1,441,241 $1,169,058 (44,629) (9,097) $1,396,612 $1,159,961 $6.26 $5.44 $6.10 $5.36 2018 2017
	4,6(18) 6(5,20),7 6(20),7 6(19) 6(21) 4,6(9) 4,6(23) 6(22) 4,6(24) 4,6(24)

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

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English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended 31 December 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

	For theyears ended 31 December	For theyears ended 31 December
	2018	2017
Cash flows from operating activities:
Net income before tax	$1,920,068	$1,619,544
Adjustments to reconcile net income before tax to net cash provided by operating activities:
Income and expense adjustments:
Depreciation	160,428	147,453
Amortization	45,134	38,459
Interest expense	43,371	29,768
Interest income	(11,454)	(11,801)
Dividends income	(18,117)	(17,270)
Share of profit of associates and joint ventures	(45,820)	(45,724)
Loss on disposal of property, plant and equipment	4,626	6,450
Expected credit losses	1,061	-
Bad debt expenses	-	23,225
Loss on disposal of investments	-	4,110
Gain of financial assets/ liabilities at fair value through profit or loss	(83,677)	(21,502)
Changes in operating assets and liabilities:
Proceeds from disposal of financial asset for trading	-	7,496
Acquisition of for trading financial asset	-	(10,836)
(Increase) Decrease in notes receivable	(78,286)	62,751
Increase in accounts receivable	(1,041,908)	(210,486)
Increase in other receivables	(14,743)	(35,743)
Increase in inventories, net	(835,660)	(547,133)
Increase in prepayments	(64,863)	(83,463)
(Increase) Decrease in other current assets	(9,244)	27,650
Increase in other noncurrent assets	(157,011)	(193,092)
Increase in notes payable	100,115	69,718
Increase in accounts payable	516,615	313,965
Increase in contract liability	328,405	-
Increase (Decrease) in other payables	92,187	(27,439)
(Decrease) Increase in other current liabilities	(144,514)	70,208
Decrease in accrued pension liabilities	(1,956)	(77)
Cash generated from operations	704,757	1,216,231
Interest received	11,414	11,874
Dividend received	18,117	17,270
Interest paid	(35,669)	(23,128)
Income tax paid	(355,029)	(449,925)
Net cash provided by operating activities	343,590	772,322

(Continued)

English Translation of Consolidated Financial Statements Originally Issued in Chinese

SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS(Continued)

For the years ended 31 December 2018 and 2017

(Expressed in Thousands of New Taiwan Dollars)

	For theyears ended 31 December	For theyears ended 31 December
	2018	2017
Cash flows from investing activities:
Net cash outflow from disposal of subsidiaries (Note 6.(26))	$ -	$(11,956)
Net cash outflow from acquisition of subsidiaries (Note 6(25))	-	(84,469)
Acquisition of property, plant and equipment	(327,317)	(124,921)
Proceeds from disposal of property, plant and equipment	9,599	1,985
Increase in other intangible assets	(8,291)	(3,325)
Dividends received from investee company	45,602	43,298
Acquisition of financial assets at fair value through other comprehensive income	(646)	-
Proceeds from disposal of financial assets at fair value through other comprehens	189,004	-
Decrease in financial assets at fair value through other comprehensive income	7,199	-
Proceeds from disposal of financial assets at fair value through profit or loss	10,762	-
Acquisition of financial assets at fair value through profit or loss	(75,572)	-
Decrease in financial assets measured at cost	-	12,713
Disposal of financial assets measured at cost	-	59,202
Acqusition of financial assets measured at cost	-	(240,443)
Acquisition of investments accounted for under the equity method	(1,230)	(25,004)
Decrease in investments accounted for under the equity method	17,600	40,000
Acquisition of available-for-sale financial assets	-	(5,730)
Proceeds from disposal of available-for-sale financial assets	-	430
Acquisition of non-controlling interests	(1,426)	-
Net cash used in investing activities	(134,716)	(338,220)
Cash flows from financing activities:
Increase in short-term loans	210,371	2,307
Increase (Decrease) in long-term loans (include current portion)	10,041	(5,162)
Cash dividends	(901,664)	(834,040)
Proceeds from bonds issued	-	500,000
Decrease in long-term deferred revenue	(377)	(373)
Increase in deposits received	13,428	-
Iecrease in non-controlling interests	32,458	-
Net cash used in financing activities	(635,743)	(337,268)
Effect of exchange rate changes on cash and cash equivalents	(73,297)	(101,947)
Net decrease in cash and cash equivalents	(500,166)	(5,113)
Cash and cash equivalents at beginning of period	3,125,187	3,130,300
Cash and cash equivalents at end of period	$2,625,021	$3,125,187

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

Appendix 4 Amendment to Articles of Incorporation

After	Before	Explanation
Article 8 The Company’s share certificates shall be affixed with the signatures or personal seals of directorsof company legal representative,…..	Article 8 The Company’s share certificates shall be affixed with the signatures or personal seals of three or moredirectors, …..	Amendment to some provisions of Articles of Incorporation because the Company adopted audit committee system, requested by government regulations and laws.
Article 21-1 The independent directors shall be elected from among directors of the Company set forth as above provided that the number of independent directors shall not be less thanthree persons……	Article 21-1 The independent directors shall be elected from among directors of the Company set forth as above provided that the number of independent directors shall not be less thantwopersons……
Article 32 Upon the general final accounting of each fiscal year, the Board of Directors of the Company shall prepare the following statements and recordsto general meeting of shareholders, and shall submit along with the report made by the supervisors to the general meeting of shareholders for its ratification: ….	Article 32 Upon the general final accounting of each fiscal year, the Board of Directors of the Company shall prepare the following statements and recordsand forward the same to audit committee for their
	auditing not later than the 30th day prior
	to the meeting date of a general meeting of shareholders, and shall submit along with the report made by the supervisors to the general meeting of shareholders for its ratification: ….
Article 36 These Articles of Incorporation are agreed to and signed on November 23, 1989 by all the promoters of the Corporation. The first Amendment was approved by the shareholders’ meeting on May 29, 1991. …… The twenty-fourth Amendment on June 8, 2018. The twenty-fifth Amendment on June 6,	Article 36 These Articles of Incorporation are agreed to and signed on November 23, 1989 by all the promoters of the Corporation. The first Amendment was approved by the shareholders’ meeting on May 29, 1991. …… The twenty-fourth Amendment on June 8, 2018.	According to the amendment day to amend.
2019.

Appendix 5 Amendment to the Operational procedures for Acquisition and Disposal of Assets

After	Before	Explanation
Article 3 Scope of assets …. 5. Rights to use assets 6. Claims of financial institutions (including receivables, bills purchased and discounted, loans, and overdue receivables). 7. Derivatives. 8. Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law. 9. Other major assets.	Article 3 Scope of assets …. 5.Claims of financial institutions (including receivables, bills purchased and	Amendment to some provisions of Articles of Incorporation, requested by government regulations and laws.
	discounted, loans, and overdue receivables). 6. Derivatives. 7.Assets acquired or disposed of in connection with mergers, demergers, acquisitions, or transfer of shares in accordance with law. 8.Other major assets.
Article 4 Definitions 1. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, and swap contracts, and compound contracts combining the above products, whose value is derived from assets, interest rates, foreign exchange rates, indexes or other interests. 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. 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 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 referred to as the “transfer of shares”) under Article 156, Paragraph 6 of the Company Act. ….. 7. Stock Exchange: The term"Stock	Article 4 Definitions 1. Derivatives: Forward contracts, options contracts, futures contracts, leverage contracts, and swap contracts, and compound contracts combining the above products, whose value is derived from assets, interest rates, foreign exchange rates, indexes or other interests. 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. 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 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 referred to as the “transfer of shares”) under Article 156, Paragraph 6 of the Company Act. ….. 7. “Within thepreceding year” as used

After	Before	Explanation
Exchange" as used in this Act means Taiwan Securities and Exchange in Taiwan	herein refers to the year preceding the date of the current acquisition or disposal of assets. Items duly announced need not be counted toward the transaction amount. 8. “Financial Statements for the Most Recent Year” as used herein refers to Financial statements certified or reviewed by a certified public accountant prior to the date the Company acquires or disposes of the assets. 9. For the calculation of 10 percent of total assets under these Procedures, 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.
and a juristic person which in accordance
with the provisions of this Act establishes
premises and facilities for the purpose of providing a centralized securities exchange market in foreign. 8. An over-the-counter market: The term " An over-the-counter market" as used in
this Act means domestic over-the-counter
and foreign securities firm approved by the foreign competent authority. 9. “Within the preceding year” as used herein refers to the year preceding the date of the current acquisition or disposal of assets. Items duly announced need not be counted toward the transaction amount. 10. “Financial Statements for the Most Recent Year” as used herein refers to Financial statements certified or reviewed by a certified public accountant prior to the date the Company acquires or disposes of the assets. 11. For the calculation of 10 percent of total assets under these Procedures, 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.
Article 5 The amount limits for investments in real property, rights to use assetsand securities for non-business use The amount limits for the above assets acquired by the Company and each subsidiary individually are specified as follows: 1. The total amount of the real property for non-business useand rights to use assets shall not be higher than 10 percent or more of paid-in capital. …..	Article 5 The amount limits for investments in real property and securities for non-business use The amount limits for the above assets acquired by the Company and each subsidiary individually are specified as follows: 1. The total amount of the real property for non-business use shall not be higher than 10 percent or more of paid-in capital. …..
Article 6 Professional appraisers and their officers,certifiedpublic accountants,	Article 6 Professional appraisers and their officers,certifiedpublic accountants,

After	Before	Explanation
attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant’s opinions, attorney’s opinions, or underwriter’s opinionsshall be meet the following requirements: 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	attorneys, and securities underwriters that provide the Company with appraisal reports, certified public accountant’s opinions, attorney’s opinions, or underwriter’s opinionsshall not be a related party of any party to the transaction.
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 the sentence, since expiration of the period of a suspended sentence, or since a pardon was received. 2. May not be a related party or de facto related party of any party to the transaction. 3. 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. When issuing an appraisal report or opinion, the personnel referred to in the preceding paragraph shall comply with the following: 1. Prior to accepting a case, they shall prudently assess their own professional capabilities, practical experience, and independence. 2. When examining a case, they shall appropriately plan and execute adequate working procedures, in order to produce a
conclusion and use the conclusion as the basis for issuing the report or opinion. The related working procedures, data collected, and conclusion shall be fully

After	Before	Explanation
and accurately specified in the case working papers. 3. They shall undertake an item-by-item evaluation of the comprehensiveness, accuracy, and reasonableness of the sources of data used, the parameters, and
the information, as the basis for issuance of the appraisal report or the opinion. 4. They shall issue a statement attesting to the professional competence and independence of the personnel who prepared the report or opinion, and that they have evaluated and found that the information used is reasonable and accurate, and that they have complied with applicable laws and regulations.
Article 7 Disposition procedures for acquisition or disposal of real property or other fixed assets 1. Appraisal and operating procedures The Company shall handle the acquisition or disposal of real propertyand equipment ,rights to use assets or other fixed assets in compliance with the procedures for the Company’s internal control system of fixed asset cycle. ….. 4. Appraisal reports of real property or other fixed assets In acquiring or disposing of real property or equipment, rights to use assetswhere the transaction amount reaches 20 percent of the Company’s paid-in capital or NT$300 million or more, the Company, unless transacting with adomestic government agency, engaging others to build on its own land, engaging others to build on rented land, acquiring or disposing of equipment for business use or rights to use assets, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: (1) Where due to special circumstances it is necessary to give a limited price, specifiedprice,or specialprice as a	Article 7 Disposition procedures for acquisition or disposal of real property or other fixed assets 1. Appraisal and operating procedures The Company shall handle the acquisition or disposal of real property or other fixed assets in compliance with the procedures for the Company’s internal control system of fixed asset cycle. ….. 4. Appraisal reports of real property or other fixed assets In acquiring or disposing of real property or equipment where the transaction amount reaches 20 percent of the Company’s paid-in capital or NT$300 million or more, the Company, unless transacting with a government agency, engaging others to build on its own land, engaging others to build on rented land, or acquiringor disposing of equipment for business use, shall obtain an appraisal report prior to the date of occurrence of the event from a professional appraiser and shall further comply with the following provisions: (1) Where due to special circumstances it is necessary to give a limited price, or specified price as a reference basis for the transactionprice,the transaction shall be

After	Before	Explanation
reference basis for the transaction price, the transaction shall be submitted for approval in advance by the Board of Directors; the same procedure shallalso be followedwhenever there is any subsequentchange to the terms and conditions of the transaction. …..	submitted for approval in advance by the Board of Directors, and the same procedure shall be followed for any future changes to the terms and conditions of the transaction. …..
Article 9 Disposition procedures for acquisition or disposal of real property, rights to use assets from or to a related party ….. 2. Appraisal and operating procedures When the Company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or dispose of assets other than real property from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company’s total assets, or NT$300 million or more, except in trading of domestic government bonds or bonds under repurchase and resale agreements, or subscription or buyback of domestic money market funds, which issued by securities trust companies, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the Board of Directors and recognized by the audit committee: (1) The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. (2) The reason for choosing the related party as a trading counterparty. (3) With respect to the acquisition of real propertyand rights to use assetsfrom a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with this Article, Paragraph 3, Subparagraph 1 and 4. …..	Article 9 Disposition procedures for acquisition or disposal of real property from or to a related party ….. 2. Appraisal and operating procedures When the Company intends to acquire or dispose of real property from or to a related party, or when it intends to acquire or dispose of assets other than real property from or to a related party and the transaction amount reaches 20 percent or more of paid-in capital, 10 percent or more of the Company’s total assets, or NT$300 million or more, except in trading of government bonds or bonds under repurchase and resale agreements, or subscription or buyback of domestic money market funds, which issued by securities trust companies, the company may not proceed to enter into a transaction contract or make a payment until the following matters have been approved by the Board of Directors and recognized by the audit committee: (1) The purpose, necessity and anticipated benefit of the acquisition or disposal of assets. (2) The reason for choosing the related party as a trading counterparty. (3) With respect to the acquisition of real property from a related party, information regarding appraisal of the reasonableness of the preliminary transaction terms in accordance with this Article, Paragraph 3, Subparagraph 1 and 4. ….. With respect to the acquisition or disposal of business-use equipment between the

After	Before	Explanation
With respect to the acquisition or disposal of business-use equipment, right-of-use assets, real property right-of-use assets 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	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. 3. Evaluation on the reasonableness of the transaction costs (1) The Company that acquires real property from a related party shall evaluate the reasonableness of the transaction costs by the following means: ….. (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 the preceding paragraph. (3) The Company that acquires real property from a related party and appraises the cost of the real property in accordance with this Article, Paragraph 3, Subparagraph 1 and 2 shall also engage a CPA to check the appraisal and render a specific opinion. (4) The Company that acquires real property from a related party and the results of the Company’s appraisal conducted in accordance with this Article, Paragraph 3, Subparagraph 1 and 2 are uniformly lower than the transaction price, the matter shall be handled in compliance with this Article, Paragraph 3, Subparagraph 5. However, where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA has been obtained, this restriction shall not apply: ….. b. Completed transactions byunrelated
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. 3. Evaluation on the reasonableness of the transaction costs (1) The Company that acquires real propertyor right-of-use assets from a related party shall evaluate the reasonableness of the transaction costs by the following means: ….. (2) Where land and structures thereupon are combined as a single property purchasedor leased inone transaction, the transaction costs for the land and the structures may be separately appraised in accordance with either of the means listed in the preceding paragraph. (3) The Company that acquires real propertyor right-of-use assets from a related party and appraises the cost of the real propertyor right-of-use assetsin accordance with this Article, Paragraph 3, Subparagraph 1 and 2 shall also engage a CPA to check the appraisal and render a specific opinion. (4) The Company that acquires real propertyor right-of-use assets from a related party and the results of the Company’s appraisal conducted in accordance with this Article, Paragraph 3, Subparagraph 1 and 2 are uniformly lower than the transaction price, the matter shall be handled in compliance with this Article, Paragraph 3,Subparagraph 5. However,

After

Before

where the following circumstances exist, objective evidence has been submitted and specific opinions on reasonableness have been obtained from a professional real property appraiser and a CPA has been obtained, this restriction shall not apply:

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.

…..

b. 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.

…..

other floors of the same property or B. Where the Company acquiring real neighboring or closely valued parcels of property from a related party provides land, where the land area and transaction evidence that the terms of the transaction terms are similar after calculation of are similar to the terms of transactions reasonable price discrepancies in floor or completed for the acquisition of area land prices in accordance with neighboring or closely valued parcels of standard property market practices. land of a similar size by unrelated parties ….. within the preceding year. Completed B. Where the Company acquiring or transactions for neighboring or closely leasing real property or right-of-use assets valued parcels of land as prescribed above from a related party provides evidence in principle refers to parcels on the same that the terms of the transaction are or an adjacent block and within a distance similar to the terms of transactions of no more than 500 meters or parcels completed for the acquisition of close in publicly announced current value; neighboring or closely valued parcels of transaction for similarly sized parcels in land of a similar size by unrelated parties principle refers to transactions completed within the preceding year. Completed by unrelated parties for parcels with a land transactions for neighboring or closely area of no less than 50 percent of the valued parcels of land as prescribed above property in the planned transaction; within in principle refers to parcels on the same the preceding year refers to the year or an adjacent block and within a distance preceding the date of occurrence of the of no more than 500 meters or parcels acquisition of the real property. close in publicly announced current value; (5) Where the Company acquires real transaction for similarly sized parcels in property from a related party and the principle refers to transactions completed results of appraisals conducted in by unrelated parties for parcels with a land accordance with this Article, Paragraph 3, area of no less than 50 percent of the Subparagraph 1 and 2 are uniformly lower property in the planned transaction; within than the transaction price, the following the preceding year refers to the year steps shall be taken. Where the Company preceding the date of occurrence of the and a public company uses the equity acquisition of the real property or method to account for their investments in right-of-use assets . the Company, and have set aside a special (5) Where the Company acquires real reserve under the above provisions may property or right-of-use assets from a not utilize the special reserve until it has related party and the results of appraisals recognized a loss on decline in market conducted in accordance with this Article, value of the assets it purchased at a Paragraph 3, Subparagraph 1 and 2 are premium, or they have been disposed of,

Explanation

After

Before

uniformly lower than the transaction price, the following steps shall be taken. Where the Company and a public company uses the equity method to account for their investments in the Company, and have set aside a special reserve under the above provisions may not utilize the special reserve until it has recognized a loss on decline in market value of the assets it purchased or leased at a premium, or they

uniformly lower than the transaction price, or adequate compensation has been the following steps shall be taken. Where made, or the status quo ante has been the Company and a public company uses restored, or there is other evidence the equity method to account for their confirming that there was nothing investments in the Company, and have set unreasonable about the transaction, and aside a special reserve under the above the Financial Supervisory Commission , provisions may not utilize the special Executive Yuan has given its consent. reserve until it has recognized a loss on A. A special reserve shall be set aside in decline in market value of the assets it accordance with Article 41, Paragraph 1 of purchased or leased at a premium, or they the Securities and Exchange Act against have been disposed of, or the leasing the difference between the real property contract has been terminated, or transaction price and the appraised cost, adequate compensation has been made, and may not be distributed or used for or the status quo ante has been restored, capital increase or issuance of bonus or there is other evidence confirming that shares. Where a public company uses the there was nothing unreasonable about the equity method to account for its transaction, and the Financial Supervisory investment in the Company, then the Commission , Executive Yuan has given its special reserve called for under Article 41, consent. Paragraph 1 of the Securities and Exchange A. A special reserve shall be set aside in Act shall be set aside pro rata in a accordance with Article 41, Paragraph 1 of proportion consistent with the share of the Securities and Exchange Act against public company’s equity stake in the other the difference between the real property company. transaction or right-of-use assets price and B. Audit committee shall comply with the appraised cost, and may not be Article 218 of the Company Act. distributed or used for capital increase or C. Actions taken pursuant to this Article, issuance of bonus shares. Where a public Paragraph 3, Subparagraph 5, Item 1 and company uses the equity method to Item 2 shall be reported to a shareholders account for its investment in the Company, meeting, and the details of the transaction then the special reserve called for under shall be disclosed in the annual report and Article 41, Paragraph 1 of the Securities any investment prospectus. and Exchange Act shall be set aside pro (6) Where the Company acquires real rata in a proportion consistent with the property from a related party and one of share of public company’s equity stake in the following circumstances exists, the the other company. acquisition shall be conducted in B. Audit committee shall comply with accordance with the appraisal and Article 218 of the Company Act. The operating procedures under this Article, preceding part of this subparagraph shall Paragraph 1 and Paragraph 2 and the apply mutatis mutandis to the evaluation on the reasonableness of the independent director members of the transaction costs under this Article, audit committee. Paragraph 3, Subparagraph 1, C. Actions taken pursuant to this Article, Subparagraph 2, and Subparagraph 3 do Paragraph 3, Subparagraph 5, Item 1 and not apply: Item 2 shall be reported to a shareholders A. The related party acquired the real meeting, and the details of the transaction property through inheritance or as a gift. shall be disclosed in the annual report and B. More than five (5) years will have

Explanation

After	Before	Explanation
any investment prospectus. (6) Where the Company acquires real propertyor right-of-use assets from a related party and one of the following circumstances exists, the acquisition shall be conducted in accordance with the appraisal and operating procedures under this Article, Paragraph 1 and Paragraph 2 and the evaluation on the reasonableness of the transaction costs under this Article, Paragraph 3, Subparagraph 1, Subparagraph 2, and Subparagraph 3 do not apply: A. The related party acquired the real propertyor right-of-use assets through inheritance or as a gift. B. More than five (5) years will have elapsed from the time the related party signed the contract to obtain the real propertyor right-of-use assets to the signing date for the current transaction. C. The real property right-of-use assets for business use are acquired by the public company with its parent or subsidiaries, or by its subsidiaries in which it directly or	elapsed from the time the related party signed the contract to obtain the real property to the signing date for the current transaction. ….. (7) When the Company obtains real property from a related party, it shall also comply with this Article, Paragraph 3, Subparagraph 5 if there is other evidence indicating that the acquisition was not an arm’s length transaction.
indirectly holds 100 percent of the issued shares or authorized capital. ….. (7) When the Company obtains real propertyor right-of-use assets from a related party, it shall also comply with this Article, Paragraph 3, Subparagraph 5 if there is other evidence indicating that the acquisition was not an arm’s length transaction.
Article 10 Disposition procedures for acquisition or disposal of memberships or intangible assetsor right-of-use assets 1. Appraisal and operating procedures The Company shall handle the acquisition or disposal of memberships or intangible assetsor right-of-use assets in compliance with the procedures for the Company’s internal control system of investment cycle and fixed asset cycle, respectively. 2. Determinationprocedures for the terms	Article 10 Disposition procedures for acquisition or disposal of memberships or intangible assets 1. Appraisal and operating procedures The Company shall handle the acquisition or disposal of memberships or intangible assets in compliance with the procedures for the Company’s internal control system of investment cycle and fixed asset cycle, respectively. 2. Determinationprocedures for the terms

After Before Explanation and conditions of the transaction and the and conditions of the transaction and the degree of authority delegated degree of authority delegated (1) Memberships shall be acquired or (1) Memberships shall be acquired or disposed by making reference to the fair disposed by making reference to the fair market value to determine the terms and market value to determine the terms and conditions of the transaction and conditions of the transaction and transaction price, and prepare an analysis transaction price, and prepare an analysis report. They shall be submitted to the report. They shall be submitted to the Group’s level of authority on common Group’s level of authority on common matters – business management, human matters – business management, human resource, and administration and the resource, and administration and the Group’s level of authority on common Group’s level of authority on common matters – finance for approval. matters – finance for approval. (2) Intangible assets or right-of-use assets (2) Intangible assets shall be acquired or shall be acquired or disposed by making disposed by making reference to the reference to the expert evaluation reports expert evaluation reports and fair market and fair market value to determine the value to determine the terms and terms and conditions of the transaction conditions of the transaction and and transaction price, and prepare an transaction price, and prepare an analysis analysis report. They shall be submitted to report. They shall be submitted to the the Group’s level of authority on common Group’s level of authority on common matters – business management, human matters – business management, human resource, and administration and the resource, and administration and the Group’s level of authority on common Group’s level of authority on common matters – finance for approval. matters – finance for approval. 3. Units responsible for implementation 3. Units responsible for implementation The Company acquiring or disposing of The Company acquiring or disposing of memberships or intangible assets or memberships or intangible assets shall, right-of-use assets shall, upon approval upon approval according to the level of according to the level of authority set forth authority set forth in the preceding in the preceding paragraph, be conducted paragraph, be conducted under the charge under the charge of the user department of the user department and Finance and Finance Department. Department or Administration 4. Expert evaluation opinion reports of Department. memberships or intangible assets or 4. Expert evaluation opinion reports of right-of-use assets. memberships or intangible assets Where the Company acquires or disposes Where the Company acquires or disposes of memberships or intangible assets or of memberships or intangible assets and right-of-use assets and the transaction the transaction amount reaches 20 percent amount reaches 20 percent or more of or more of paid-in capital or NT$300 paid-in capital or NT$300 million or more, million or more, except in transactions except in transactions with a domestic with a government agency, the company government agency, the company shall shall engage a certified public accountant engage a certified public accountant prior prior to the date of occurrence of the to the date of occurrence of the event to event to render an opinion on the render an opinion on the reasonableness reasonableness of the transaction price;

After	Before	Explanation
of the transaction price; the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. …..	the CPA shall comply with the provisions of Statement of Auditing Standards No. 20 published by the ARDF. …..
Article 14 Public disclosure of information 1. Items required to be publicly announced and standard for public announcement and regulatory filing (1) When acquiring or disposing of real propertyor right-of-use assets from or to a related party, or when acquiring or disposing of assets other than real propertyor right-of-use assets 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; provided, this shall not apply to trading ofdomestic government bonds or bonds under repurchase and resale agreements, or subscription or buyback of domestic money market funds, which issued by securities trust companies. (2) Merger, demerger, acquisition, or transfer of shares (3) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company. (4) The types of acquired or disbursed assetsor right-of-use assets are used for business purposes and the counterparty is not related to the Company, the amount of the transaction reached following one of: A. NT$500 million or more for the Companies’ paid-in capital below 10 billion, B. NT$1 billion or more for the Companies’ paid-in capital over 10 billion. (5)Where land is acquired under an arrangement on engaging others to build on the company’s own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of	Article 14 Public disclosure of information 1. Items required to be publicly announced and standard for public announcement and regulatory filing (1) When acquiring or disposing of real property from or to a related party, or when acquiring or disposing 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; provided, this shall not apply to trading of government bonds or bonds under repurchase and resale agreements, or subscription or buyback of domestic money market funds, which issued by securities trust companies. (2) Merger, demerger, acquisition, or transfer of shares (3) Losses from derivatives trading reaching the limits on aggregate losses or losses on individual contracts set out in the procedures adopted by the company. (4) The types of acquired or disbursed assets are used for business purposes and the counterparty is not related to the Company, the amount of the transaction reached following one of: A. NT$500 million or more for the Companies’ paid-in capital below 10 billion, B. NT$1 billion or more for the Companies’ paid-in capital over 10 billion. (5) Acquisition or disposal by the Company in the construction business of real property for construction use, where the trading counterparty is not a related party, and the transaction amount is less than NT$500 million. (6)Where land is acquired under an

After	Before	Explanation
ownership percentages, or joint construction and separate sale,and furthermore the transaction counterparty	arrangement on engaging others to build on the company’s own land, engaging others to build on rented land, joint construction and allocation of housing units, joint construction and allocation of ownership percentages, or joint construction and separate sale, and the amount the company expects to invest in the transaction is less than NT$500 million. (7) Where an asset transaction other than any of those referred to in the preceding six (6) subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: A. Trading of government bonds. B. Securities trading by investment professionals on foreign or domestic securities exchanges or over-the-counter markets, or subscription of securities by a
is not a related party,and the amount the company expects to invest in the transaction is less than NT$500 million. (6)Where an asset transaction other than any of those referred to in the preceding six (6) subparagraphs, a disposal of receivables by a financial institution, or an investment in the mainland China area reaches 20 percent or more of paid-in capital or NT$300 million; provided, this shall not apply to the following circumstances: A. Trading ofdomestic government bonds. B.Trading of bonds under repurchase/resale agreements, or subscription or buyback of domestic money market funds, which issued by securities trust companies. (7)The calculation of the transaction amount referred to Subparagraph 5 in the preceding paragraph shall be made as follows, and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been publicly announced as required by regulations need not be counted toward the transaction amount. A. The amount of any individual transaction. B. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within the preceding year. C. The cumulative transaction amount of real property acquisitions and disposals (cumulative acquisitions and disposals, respectively) within the same development projector right-of-use assets within the preceding year. D. The cumulative transaction amount of acquisitions and disposals(cumulative
	securities firm, either in domestic primary
	market or in accordance with relevant regulations, such as trading domestic corporate bonds, financial bonds, or underwriting business needed to trading securities. C. Trading of bonds under repurchase/resale agreements, or subscription or buyback of domestic money market funds, which issued by securities trust companies. (8) The calculation of the transaction amount referred to Subparagraph 5 in the preceding paragraph shall be made as follows, and “within the preceding year” as used herein refers to the year preceding the date of occurrence of the current transaction. Items that have been publicly announced as required by regulations need not be counted toward the transaction amount. A. The amount of any individual transaction.

After	Before	Explanation
acquisitions and disposals, respectively) of the same security within the preceding year. …..	B. The cumulative transaction amount of acquisitions and disposals of the same type of underlying asset with the same trading counterparty within the preceding year. C. The cumulative transaction amount of real property acquisitions and disposals (cumulative acquisitions and disposals, respectively) within the same development project within the preceding year. D. The cumulative transaction amount of acquisitions and disposals (cumulative acquisitions and disposals, respectively) of the same security within the preceding year. …..

Appendix 6 Amendment to Procedures for Lending Funds to Others

After	Before	Explanation
Article 2 The party to whom the Company may lend its funds shall be limited to one of the following situation.	Article 2 The party to whom the Company may lend its funds shall be limited to one of the following situation, unless the funds are for outbound investments as needed by its operations and the lending conducted in a manner as loan as set forth by Article 3-2 of the“Regulations for Licensing Investment or Technical Cooperation by MOEA”.	Amendment to some provisions of Articles of Incorporation, requested by government regulations and laws.
Article 4 ….. Between the foreign companies in which the Company directly and indirectly holds 100 percent of the voting sharesor the foreign companies in which the company holds ,directly or indirectly, 100% of the voting shares to the company , the lending of funds should be exempt from the restriction of Paragraph 2 of Article 1 that the amount of which the Company may lend to an individual enterprise shall not exceed 10% of its net worth as stated in its latest financial statement.	Article 4 ….. Between the foreign companies in which the Company directly and indirectly holds 100 percent of the voting shares, the lending of funds should be exempt from the restriction of Paragraph 2 of Article 1 that the amount of which the Company may lend to an individual enterprise shall not exceed 10% of its net worth as stated in its latest financial statement.
Article 5 Procedures for lending funds I. Procedures 1.The lending of funds or short term loans, after review by the Department in Charge of the Company, shall be submitted to the chairman of the board of directors for approval and presented to the board of directors for resolution and implementation. Any matter under a subparagraph of the preceding paragraph, it shall have concurrence of one-half or more of all audit committee members then sent to the board of directors for approval and implementation. Any matter under a subparagraph of the preceding paragraph that has not been approved with the consent of one-half or more of all audit	Article 5 Procedures for lending funds I. Procedures 1.The lending of funds or short term loans, after review by the Department in Charge of the Company, shall be submitted to the chairman of the board of directors for approval and presented to the board of directors for resolution and implementation.In cases where the Company has independent directors, prior
	to the discussion of the board of director referred in the preceding paragraph, the opinions of these independent directors shall be well taken into consideration. The
	independent director’s opinions as whether they are for or against the request shall be specifically included in the minutes of board of directors. ….
committee members may be undertaken upon the consent of two-thirds or more of
all directors and the resolution of the

After	Before	Explanation
audit committee shall be recorded in the minutes of the directors meeting. "All audit committee members" and"all directors" shall mean the actual number
of persons currently holding those positions. ….
Article 6 ….. Between the foreign companies in which the Company directly and indirectly holds 100 percent of the voting sharesor the foreign companies in which the company holds ,directly or indirectly, 100% of the voting shares to the company,the lending of funds shall not be subject to the restriction of Paragraph 1.	Article 6 ….. Between the foreign companies in which the Company directly and indirectly holds 100 percent of the voting shares, the lending of funds shall not be subject to the restriction of Paragraph 1.
Article 8 ….. The “date of occurrence” in these Procedures means the date of contract signing, date of payment, date of board of directors resolutions, or other date that can confirm thelending funds counterparty and monetary amount of the transaction,whichever date is earlier.	Article 8 ….. The “date of occurrence” in these Procedures means the date of contract signing, date of payment, date of board of directors resolutions, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier.
Article 10 ….. If the responsible persons of company violate the procedures referred to in paragraph 2 of the preceding article, the responsible persons shall be liable, jointly	Article 10 …..
and severally with borrowers, for the damages to be sustained by the company.
Article 11 Implementation and Amendment The procedure is subject to the approval of the board of directors then sent to the shareholders’ meeting for approval and implementation. Where a director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's opinion to the shareholders’ meeting for discussion. Any amendment is subject to the sameprocedures.	Article 11 Implementation and Amendment The procedure is subject to the approval of the board of directors then sent toaudit committee for presenting to the shareholders’ meeting for approval and implementation. Where a director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's opinion toaudit committee and present it tothe shareholders’ meetingfor

After	Before	Explanation
Adoption or amendment of this procedure, it shall have concurrence of one-half or more of all audit committee members then sent to the board of directors for approval and implementation. Any matter under a subparagraph of the preceding paragraph that has not been approved with the consent of one-half or more of all audit	discussion. Any amendment is subject to the same procedures. When the procedure is submitted for discussion by the board of directors pursuant to the preceding paragraph, the board of directors shall take into full consideration each independent director's opinions. If an independent director objects to or expresses reservations about any matter, it shall be recorded in the minutes of the board of directors meeting.
committee members may be undertaken upon the consent of two-thirds or more of
all directors and the resolution of the audit committeeshall be recorded in the minutes of the directors meeting. "All audit committee members" and"all directors" shall mean the actual number
of persons currently holding those positions.

Appendix 7 Amendment to Procedures for Endorsement & Guarantee

	Guarantee
After	Before	Explanation
Article 5: Hierarchy of decision-making authority and delegation thereof All endorsements/guarantees shall be approved by the board of directors before they can be extended. However sometimes due to the concern of timeline, the chairman of the board of directors may facilitate execution such endorsement/guarantee within 30% of the Company’s net worth of current period and report to the upcoming board of directors' meeting for ratification. Any matter under a subparagraph of the preceding paragraph, it shall have concurrence of one-half or more of all audit committee members then sent to the board of directors for approval and implementation. Any matter under a subparagraph of the preceding paragraph that has not been approved with the consent of one-half or more of all audit	Article 5: Hierarchy of decision-making authority and delegation thereof All endorsements/guarantees shall be approved by the board of directors before they can be extended. However sometimes due to the concern of timeline, the chairman of the board of directors may facilitate execution such endorsement/guarantee within 30% of the Company’s net worth of current period and report to the upcoming board of directors' meeting for ratification, and report the relevant handling situation to the shareholders’ meeting for reference. In the case the Company has the independent directors, the opinions of these independent directors shall be well taken into consideration when the Company provides endorsing/guaranteeing for others. The independent director’s opinions as whether they are for or against the endorsement/guarantee shall be specifically included in the minutes of board of directors.	Amendment to some provisions of Procedures of Election of Directors and Supervisors because the Company adopted audit committee system, requested by government regulations and laws.
committee members may be undertaken upon the consent of two-thirds or more of
all directors and the resolution of the audit committee shall be recorded in the minutes of the directors meeting. "All audit committee members" and"all directors" shall mean the actual number
of persons currently holding those positions.
Article 8: Matters for attention when providing endorsement/guarantee …. III. In case the Company shall provide endorsement/guarantee out of business need and the amount required is justified to exceed the pre-determined ceiling amount set for by the Procedures as well as meeting the criteria set for by the Procedures, such request shall be approved by the board of directors and guaranteed jointly by a majority of directors for the contingent loss,if any,on	Article 8: Matters for attention when providing endorsement/guarantee …. III. In case the Company shall provide endorsement/guarantee out of business need and the amount required is justified to exceed the pre-determined ceiling amount set for by the Procedures as well as meeting the criteria set for by the Procedures, such request shall be approved by the board of directors and guaranteed jointly by a majority of directors for the contingent loss,if any,on

After	Before	Explanation
the excess amount endorsed/guaranteed. The Procedures shall be amended accordingly and reported to the shareholders’ meeting for ratification; in case such request is disapproved by the shareholders’ meeting, plan to eliminate the excess amount within certain time period shall be set up. Any matter under a subparagraph of the preceding paragraph, it shall have concurrence of one-half or more of all audit committee members then sent to the board of directors for approval and implementation. Any matter under a subparagraph of the preceding paragraph that has not been approved with the consent of one-half or more of all audit	the excess amount endorsed/guaranteed. The Procedures shall be amended accordingly and reported to the shareholders’ meeting for ratification; in case such request is disapproved by the shareholders’ meeting, plan to eliminate the excess amount within certain time period shall be set up.In the case the Company has independent directors, prior
	to the discussion of the board of director referred in the preceding paragraph, the opinions of these independent directors shall be well taken into consideration. The
	independent director’s opinions as whether they are for or against the request shall be specifically included in the minutes of board of directors.
committee members may be undertaken upon the consent of two-thirds or more of
all directors and the resolution of the audit committee shall be recorded in the minutes of the directors meeting. "All audit committee members" and"all directors" shall mean the actual number
of persons currently holding those positions.
Article 9: Announcing and reporting procedures ….. II. 3. The balance of endorsements/guarantees by the Company and its subsidiaries for an individual enterprise reaches NT$10 millions or more and the aggregate amount of all endorsements/guarantees for,book value of long-term equity investments, 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. ….. III. ….. “Date of occurrence” in these Procedures	Article 9: Announcing and reporting procedures ….. II. 3. The balance of endorsements/guarantees by the Company and its subsidiaries for an individual 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. ….. III. ….. “Date of occurrence” in these Procedures

After	Before	Explanation
referred to the date of contract signing, date of payment, dates of boards of directors resolutions, or other date that can confirm theendorsement & guarantee counterparty and monetary amount of the transaction, whichever date is earlier.	referred to 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.
Article 12: Implementation and Amendment The Procedures shall be approved by the board of director and submitted for audit committee as well as present to the shareholders’ meeting for implementation. Where a director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's opinion to audit committee and present it to the shareholders’ meeting for discussion. Any amendment is subject to the same procedures. Adoption or amendment of this procedure, it shall have concurrence of one-half or more of all audit committee members then sent to the board of directors for approval and implementation. Any matter under a subparagraph of the preceding paragraph that has not been approved with the consent of one-half or more of all audit	Article 12: Implementation and Amendment The Procedures shall be approved by the board of director and submitted for audit committee as well as present to the shareholders’ meeting for implementation. Where a director expresses dissent and it is contained in the minutes or a written statement, the company shall submit the director's opinion to audit committee and present it to the shareholders’ meeting for discussion. Any amendment is subject to the same procedures. Prior to the discussion of the board of director referred in the preceding paragraph, the opinions of these independent directors shall be well taken into consideration. The independent director’s opinions as whether they are for or against the request shall be specifically included in the minutes of board of directors.
committee members may be undertaken upon the consent of two-thirds or more of
all directors and the resolution of the audit committee shall be recorded in the minutes of the directors meeting. "All audit committee members" and"all directors" shall mean the actual number
of persons currently holding those positions.

Appendix 8 The Prohibition on Directors from Participation in Competitive Business

Position	Name	Participation in Competitive Business	Explanation
Director	MIN-CHENG LIN	1. Supervisor of Argosy Research Inc. 2. Supervisor of Ledtech electronics corporation. 3. Supervisor of Radbon Avionics Inc.	Some are SINBON’s investee companies and the competition with SINBON only in connectors business. Others no direct competitions with SINBON.
Director	TE-CHENG CHIU	1. Independent director of Silitech Technology Corporation 2. Independent director of Chicony Power Technology Co., Ltd. 3. Director of Sharehope Medicine Co., LTD. 4. Director of Amiccom Electronics Corporation. 5. Director of Elan microelectronics corporation. 6. Director of Symbio, Inc. 7. Director of Radbon Avionics Inc.	Some are SINBON’s investee companies and others no direct competitions with SINBON.
Independent Director	HO-MIN CHEN	1. Independent director of Elan microelectronics corporation.	There are no direct competitions with SINBON.

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SINBON Electronics — AGM Information 2019

52256_rns_2019-06-06_0ebcdda1-2430-4d71-9561-00f47d619184.pdf

SINBON ELECTRONICS CO., LTD. Year 2019 Annual Meeting Minutes of Shareholders

Place: 582 KUOHWA ROAD, MIAOLI 360, TAIWAN.

Chairperson Remarks (omitted)

Reports on Company Affairs:

Proposals:

1. Proposed by the Board

Proposal:

Resolution: Approval votes 189,260,957, disapproval votes 10,733, and abstention votes 15,845,089 of total votes 205,116,779. The proposal was approved.

2. Proposed by the Board

Proposal:

SINBON ELECTRONICS CO., LTD. PROFIT DISTRIBUTION TABLE Year 2018

Resolution: Approval votes 189,261,056, disapproval votes 10,734, and abstention votes 15,844,989 of total votes 205,116,779. The proposal was approved.

Discussion and Election Matters:

1. Proposed by the Board

Proposal:

Resolution: Approval votes 189,256,893, disapproval votes 13,778, and abstention votes 15,846,108 of total votes 205,116,779. The proposal was approved.

2.

Proposed by the Board

Proposal:

Explanation:

Resolution: Approval votes 189,256,718, disapproval votes 13,770, and abstention votes 15,846,291of total votes 205,116,779. The proposal was approved.

3.

Proposed by the Board

Proposal:

Explanation:

4. Proposed by the Board

Proposal:

Explanation:

5. Proposed by the Board

Proposal:

Candidates for the Election of Directors:

Candidates for the Election of Independent Directors:

Voting Results:

Director:

Independent Director:

6. Proposed by the Board

Proposal:

Explanation:

Questions and Motions: None.

Adjournment

Appendix 1 The 2018 Business Report

Business Report

I. Operation Policies and Strategies :

A. Policies:

B. Strategies ：

II. The Operation Result in 2018 : (Consolidated)

III. Budget implement:

IV. Profitability: (Consolidated)

V. Research and development (R&D) status: (Consolidated)

Appendix 2 Audit Committee Review Report on the 2018 Financial Statements

AUDIT COMMITTEE REVIEW REPORT

Appendix 3 2018 Financial Statements

Independent Auditors’ Report

Opinion

Basis for Opinion

Key Audit Matters

1. Valuation for inventories

2. Impairment of accounts receivable

Other Matter– Making Reference to the Audits of Component Auditors

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

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Notice to Readers

CONSOLIDATED BALANCE SHEETS

31 December 2018 and 2017

English Translation of Consolidated Financial Statements Originally Issued in Chinese SINBON ELECTRONICS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS(Continued)

31 December 2018 and 2017

CONSOLIDATED STATEMENTS OF CASH FLOWS

Appendix 4 Amendment to Articles of Incorporation

Appendix 5 Amendment to the Operational procedures for Acquisition and Disposal of Assets

After

…..

…..

Appendix 6 Amendment to Procedures for Lending Funds to Others

Appendix 7 Amendment to Procedures for Endorsement & Guarantee

Appendix 8 The Prohibition on Directors from Participation in Competitive Business

More from SINBON Electronics

SINBON Electronics AGM Information 2019

B. Strategies `：`