Test Rite — AGM Information 2013

Jul 1, 2013

Stock Code ： 2908

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Test Rite International Co., Ltd.

Handbook for the 2013 Annual Meeting of Shareholders

MEETING TIME: 9:00 a.m., Monday, June 17, 2013

PLACE:6F., No.23, Hsin Hu 3[rd] Rd., Nei Hu, Taipei, Taiwan, ROC

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Table of Contents

Table of Contents	Table of Contents	Table of Contents
I. Meeting Procedure		P1
II. Meeting Agenda		P2
1.	Management Presentation	P3
2.	Proposals	P4
3.	Discussion	P5
4.	Questions and Motions	P6
III. Attachments
1.	Business Report	P7
2.	Supervisor’s Review Report	P10
3.	Regulations of Repurchased Shares Transfered to Employees	P11
4.	2012 Profits Distribution Table	P13
5.	Endorsement/Guarantee Procedures Reference Table for Revised Clauses	P14
6.	Procedures for Lending Funds to Others Reference Table for Revised Clauses	P17
7.	Procedures for Acquisition and Disposal of Assets Reference Table for Revised Clauses	P19
8.	Articles of Incorporation Reference Table for Revised Clauses	P20
IV. APPENDIX
1.	Current Shareholdings of Directors and Supervisors	P21
2.	Details of Employee Bonus and Total Salary for the Board of Directors and Superviosors	P22
3.	Other Matters-Details of Shareholder Proporsal at Shareholders’ Meeting	P23

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. Test Rite International Co., Ltd

Meeting Procedure for the 2013 Annual Meeting of Shareholders

1.Call Meeting to Order

2.Chairman’s Remarks

3.Management Presentation

4.Proposals

5.Discussion

6.Questions and Motions

7.Adjournment

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Test Rite International Co., Ltd. 2013 Annual General Shareholders’ Meeting

Agenda

Time: 9:00 a.m., June 17, 2013 Place: Test Rite (6F.,No. 23, Hsin-Hu 3nd Road, Nei Hu, Taipei, Taiwan)

Call Meeting to Order Chairman’s Remarks

Management Presentation

1. 2012 Business Report

2. Supervisor’s Review Report on the 2012 Financial Statements

3. Share Buyback Execution Report and the Amendment to the Regulations of Repurchased Shares Transferred to Employees

4. The adjustment made to the distributable earnings due to the adoption of the IFRSs for the first time, and the amount provided for the special reserve

Proposals

1. Adoption of the 2012 Business Report and Financial Statements

2. Adoption of the Proposal for 2012 Profits Distribution

Discussion

1. Proposal for the issuance of public placement of common stock.

2. Amendment to Endorsement / Guarantee Procedures.

3. Amendment to Procedures for Lending Funds to Others.

4. Amendment to Procedures for Acquisition and Disposal of Assets

5. Amendment to Articles of Incorporation.

Questions and Motions

Adjournment

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Management Presentation

1. 2012 Business Report (proposed by the Board of Directors)

Details: The 2012 Business Report is attached as Attachment 1 on page 7~8.

2. Supervisor’s Review Report on the 2012 Financial Statements (proposed by the Board of Directors)

Details: The 2012 Supervisor’s Review Report is attached as Attachment 2 on page 10.

3. Share Buyback Execution Report and the Amendment to the Regulations of Repurchased Shares Transferred to Employees (proposed by the Board of Directors)

Details:

• (1)Share Buyback Execution Report until April 30, 2013：

Detail	13
Purpose of the share buy‐back	Transferred to Employees
Estimated number of buy‐back shares	15,000,000
Type of share buy‐back	common stock
Buybackperiod	2012/5/31~2012/7/30
Estimated buy‐backprice interval	19.0~28.0
Buy‐backperiod	2012/5/31~2012/7/30
Number of buy‐back shares	11,868,000
Total amount for buy‐back shares	243,342,848
Averagepriceper buy‐back share	20.50
Number of buy‐back shares cancelled	0
Accumulated number of buy‐back shares	34,868,000
accumulated number of buy‐back shares as apercentage of total shares outstanding	6.68%

(2)Amendment to the Regulations of Repurchased Shares Transferred to Employees was approved at July 27th, 2012 in the Board Meeting. Please refer to Attachment 3 on page 11~12 for the details.

4. The adjustment made to the distributable earnings due to the adoption of the IFRSs for the first time, and the amount provided for the special reserve. (proposed by the Board of Directors)

Details：

• (1)Implemented pursuant to Explanation Executive Yuan's Financial Supervisory Commission's issuing of interpretation no.1010012865 released on April 6, 2012.

• (2)As a result of the adoption of IFRSs, undistributed earnings on January 1, 2012, the date of the change, increased by NT$815,801,000.

• (3)In compliance with the aforementioned FSC directive, when the financial statements were prepared in accordance with the IFRSs for the first time on January 1, 2013, the date of the change, a special reserve of NT$148,098,000 was provided for as a result of reclassifying unrealized revaluation increments and cumulative translation adjustments (gains) under shareholders equity as retained earnings, after deducting the portion of the assets mentioned above that had been disposed of in 2012 due to opting to qualify for the exemptions stated in IFRS 1.

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Proposals

1. 2012 Business Report and Financial Statements (proposed by the Board of Directors) Details:

• (1)2012 parent level financial statements and consolidated financial statements, audited by independent auditors Mr. HONG, KUO-TYAN and Mr. WU, KER-CHANG of Deloitte Touche, along with 2012 Business report, have been approved by the Board of Directors and examined by the supervisors of the company.

• (2)Please refer to Attachment 1 (page 7~8) for 2012 Business report.

• (3)2012 Business report and Financial Statements are to be discussed for approvaled by the shareholders

Resolution:

2. Adoption of the Proposal for 2012 Profits Distribution (proposed by the Board of Directors)

Details:

• (1)In accordance with Articles of Incorporation, fiscal year 2012 profits are to be distributed in the following manners with profits from fiscal year 2012 are to be distributed with first. Please refer to Attachment 4 (page 13) for details.

• i. 10% of the profits, or NT$68,953,632, is to be reserved as Legal Reserve.

• ii. Employee bonus, amounting to NT$49,646,615, is to be distributed in cash. The Chairman is authorized to manage details related to employee bonus distribution.

• iii. Total compensation to directors and supervisors is NT$12,411,654 dollars.

• iv. Shareholder dividends totaled NT$526,054,563 dollars. Total outstanding shares as of April 19th 2013 is 521,955,558 shares. After deducting treasury shares oustanding of 34,868,000 shares, the number of shares eligible for earnings distributions is 487,087,558 shares. Accordingly, each eligible share will receive a cash dividend payout of NT$1.08 per share (payout amount of less than NT$1 will be not be distributed.).

• v. After the distribution, the accumulated retained earnings is NT$111,119,183.

• (2)The profit distribution proposal is to be approved by the shareholders at the 2013 shareholders’ meeting. Following the proposal’s approval, the board of directors, with the authority granted by the shareholder’s meeting, will set the ex-dividend date. The board of directors should also be empowered to manage all issues related to dividend payouts in the event that the number of shares outstanding changes and impacts the payout ratio. Potential impact on shares outstanding may be the result of rights issueance, holders of convertible bond realizing their conversion options,or buy back, transfers, and cancellation of treasury shares.

• (3)The proposal is to be discussed for approval by shareholders.

Resolution:

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Discussion

1. Proposal for the issuance of public placement of common stock. Please proceed to discuss. (proposed by the Board of Directors)

Details:

In consideration of Company’s future business needs , to enhance working capital, to improve financial structure of the Company,and to investment in subsidiaries, the Board of Directors submit a proposal for the issuance of public placement of common stock. Newly issued shares will be no more than 50 mn shares. The proposal should be completed within one year following the resolution is approved by the shareholders at the shareholder meeting. The related issues of the public placemanet is as follows：

• (1)While 10~15% of the new shares will be reserved for employee subscription, in compliance with Article 267 of Company Act, the remaining 85~90% of the new shares is to be reserved for public underwriting through a book building process. In addition, existing shareholders is expected to relinquish their subscription rights, according to Article 28-1 of Security and Exchange Act.

• (2)The issue price will be settled according to the self-regulatory rules of Taiwan Securities Association and government’s regulations. The Chairperson is authorized to set the issuing price according to market conditions at the time of the issuance and communicating with the underwriter.

• (3)For the shares that are not fully subscribed or is not subscribed, the Chairman is authorized to allocate those shares to specified persons by issue price.

• (4)Subject to the approval of the proposed offering and issue by the competent authority, it is proposed that the record date of the subscription date be determined by the Chairperson authorized to do so and that the subscription price payment period, record date of the capital increase and other matters relating to the offering shall be determined by the Chairperson and/or his/her designate authorized to do so.

• (5)The proposal here is for shareholders to authorize Board of Directors, subject to market conditions, the reasonability to adjust and, settle major issues related to the public placement plan. The authority granted to Board of Directors include amendments of various details of the public placement issuance, when applicable regulations are changed or requested to change is made by the relevant government bodies. The proposal is for shareholder meeting to fully authorize Board of Directors to handle all relevant issues of the public placement.

• (6)The authority granted to Board of Directors include amendments of various details of the public placement issuance, when applicable regulations are changed or requested to change is made by the relevant government bodies. The proposal is for shareholder meeting to fully authorize Board of Directors to handle all relevant issues of the private placement.

• (7)The proposal is to be discussed by the shareholder meeting.

Resolution:

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2. Amendment to Endorsement / Guarantee Procedures. Please proceed to discuss. (proposed by the Board of Directors)

Details:

(1)Partial amendment to Endorsement / Guarantee Procedures in accordance with Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies.

(2)Please refer to Attachment 5 (page 14~16) for details.

(3)The amendment is to be discussed by the shareholder meeting. Resolution:

3. Amendment to Procedures for Lending Funds to Others. Please proceed to discuss. (proposed by the Board of Directors)

Details:

(1)Partial amendment to Procedures for Lending Funds to Others in accordance with Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies.

(2)Please refer to Attachment 6 (page 17~18) for details.

(3)The amendment is to be discussed by the shareholder meeting. Resolution:

4. Amendment to Procedures for Acquisition and Disposal of Assets. Please proceed to discuss. (proposed by the Board of Directors)

Details:

(1)Partial amendment to Procedures for Acquisition and Disposal of Assets in accordance with Regulations Governing the Acquisition and Disposal of Assets by Public Companies.

(2)Please refer to Attachment 7 (page 19) for details.

(3)The amendment is to be discussed by shareholder meeting. Resolution:

5. Amendment to Articles of Incorporation. Please proceed to discuss. (proposed by the Board of Directors)

Details:

(1)Partial amendment to Articles of Incorporation in accordance with regulation rules and operation management needs.

(2)Please refer to Attachment 8 (page 20) for details.

(3)The amendment is to be discussed by the shareholder meeting. Resolution:

Questions and Motions

Adjournment

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Attachment 1

Test Rite International Co., Ltd. Business Report

Dear shareholders,

Our parent level revenue totaled NT$ 11.9 bn in FY2012, a decrease of 10.3% YoY, and consolidated sale to NT$35.25bn, a decline of 1.76% YoY. However, our after-tax income and after-tax EPS attributable to shareholders increased NT$689.5mn and NT$1.53 per share, up 8.4% YoY and 14.7% YoY respectively.

The parent level revenue’s decline can be attributed to a challenging global macro environment. However, an improvement in gross margin of 1.2 ppt more accurately reflects the growth of our trading business, particularly the commission based agency business. Agency shipments increase by 30.9% YoY in FY2012, accounting for 27.5% of our total shipments. As a matter of fact, we have added four new accounts to our growing list of agency customers, as we continue to gain market share and remain committed to growing our agency business. Additionally, we completed the acquisition of International Art, a trading company that specializes in Christmas and seasonal décor in 1Q13. The acquisition will likely enhance our product portfolio and present cross-selling opportunities given a broader customer base of a combined operation of International Art and Test-Rite.

Our after-tax income and after-tax EPS increases can be attributed to the growths in non-operating income, which totaled NT$452.2mn, up 27.3% YoY. This is the result of improving operations of Hola China and the acquisition of a 51% stake in TR USA, our distribution/logistics service arm in North American, and we currently hold 100% of TR USA. In fact, Hola China posted a loss of NT$ 7.1mn in 4Q12, the smallest loss to date for a given quarter and we are encouraged by the turnaround of our China retailing subsidiary. Our retail business currently operate over 70 retail outlets in Greater China, including 25 TLW, a DIY specialist in Taiwan, 22 Hola stores in Taiwan and 32 Hola stores in China.

In August 2012, Test-Rite disposed our holdings in Tung Lung Metal (TLM) by participating in the tender offer of TLM by Stanley Black and Deckard. This is a significant event for Test-Rite from multiple perspectives. From a strategic and operational stand point, the TLM transaction will enable Test-Rite to refocus on our core competency in trading and retail businesses going forward. From a financial strategy’s perspective, proceed from TLM transaction immediately strengthens our balance sheet. The NT$ 2.1 bn proceed from the TLM transaction, combined with NT$ 600 mn in working capital improvement, the result of a from the implementation of vendor financing program for our trading business, lowered our net debt-to-equity ratio to 75.3% on a consolidated basis, below our original year-end target of 80%.

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Below is the detail result of our operations in 2012, our 2013 business plan summary, and future business strategy. We have also highlighted possible impacts from external competition, changes in both government regulations and global macroeconomic environment.

1. Operating result for 2012

(1) Operating result based on business plan for 2012:

(NT$mn)	2012A	2011A	YoY change byvalue	YoY change(%)
Net sales	11,902	13,273	(1,371)	-10.3
COGS	9,506	10,782	(1,276)	-11.8
Grossprofit	2,396	2,491	(95)	-3.8
OperatingExpense	2,096	2,175	(79)	-3.6
Operating profit	300	316	(16)	-5.1
Non-op.profit/(loss)	452	355	97	27.3
Netprofit before tax	752	671	81	12.1
Netprofit after tax	690	636	54	8.5

(2) Analysis of balance sheet & profitability

		2012A	2011A	YoY change (%)
Balance sheet	Total liability/total asset	51.5%	58.7%	-12.3
	Current ratio	158.1%	269.9%	-41.4
Profitabi lity	ROE	10.2%	9.7%	5.2
	Net margin	5.8%	4.8%	20.8
	EPS	1.40	1.23	13.8

2. 2013business plan and future development strategy

• (1) Business plan and managerial principle:

• A. Meticulously cultivate relationship for existing clients for the trading business.

• B. Leverage our design capabilities to provide differentiating products and improve full range of sourcing services.

• C. Continue to integrate operations of trading and retail subsidiaries to realize potential synergy.

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• (2) Future development strategy:

• A. Aggressively expand the scope and identify new targets for Agency Business.

• B. Integrate and develop emerging markets such as Southeast Asia, India, and Latin America

• C. Target growth opportunities in Taiwan and China’s retail market through brand licensing and new store openings.

3. Potential influence from external competition, regulation and macroeconomic environment

Faced with a rapidly changing competitive landscape, Test-Rite has leveraged its +30 years of experience in trading and continued to strengthen our product offering by developing Total Solution service for our trading business. These services encompass product and packaging design, logistics, and storage/warehousing capabilities that we believe is necessary to further strengthen or role within the supply to chain to global retail operators. Since 4Q12, we have already signed on 4 new accounts for our agency business and our principle trading business is well positioned to benefit from the sustained recovery of the U.S. consumer demand.

Taiwanese and Chinese authorities have extended the tightening of the overheated real estate markets. In fact, the implementation of luxury tax, increase in utility rates and enactment of tax on dividend and interest income are likely to have further adverse impact on household’s disposable income and consumer demand. However, we remain focused on maintaining our growth momentum in the retail business and plans for addition 5-7 11 new store opening (3 in Taiwan and 4 to 8 in China) in 2013.

Lastly, all staff of Test Rite Group will spare no efforts to adequately plan, and manage our trading, retail and other investment businesses in an honest, sincere and dedicated manner, with the objective to strengthen our balance sheet and further enhance returns on shareholder equity (ROE). We, on behalf of all the employees at Test-Rite, would like to take this opportunity to thank our shareholders for your continued support and encouragement.

Chairman: Judy Lee

GM: Sophia Tong Controller: Linda Lin

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Attachment 2

To: Test Rite International Co., Ltd. 2013 Shareholders Meeting From: Supervisors of Test Rite International Co., Ltd Re: Supervisor’s review report on the 2012 Financial Statements

Dear shareholders,

Here we ensure the annual financial reports of TRIC stands alone and its consolidation for 2012 have been rendered by Board and audited independent auditors Mr. HONG, KUO-TYAN and Mr. WU, KER-CHANG of Deloitte Touche. Further we review 2012 Business report and 2012 Profits Distribution proposal and assure to it’s compliance with Company Act No. 219 as well.

Supervisors: Tsai-Chi Co., Ltd. Representative: Mr. Lai, Yung-Chi Representative: Mr. Liao, Hsueh-Hsing

March 28, 2013

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Attachment 3

Test Rite International Co., Ltd. Regulations of Repurchasd Shares Transfered to Employees

• Article 1 In attempt to incentivize employees and boost employee loyalty, the Company has drawn up the Regulations of Repurchased shares Transfered to Employees in accordance with Subparagraph 1, Paragraph 1, Article 28-2 of the Securities and Exchange Act as well as the Regulations Governing Share Repurchased by Exchange-Listed and OTC-Listed Companies promulgated by the Financial Supervisory Commission, Executive Yuan (the “FSC). Unless it is otherwise provided by law, the transfer of repurchased shares to employees shall be governed by the Regulation.

• Article 2 The shares to be transferred to the employees shall be common shares and bear the same rights and obligations as other outstanding common shares unless otherwise provided for in laws and regulations concerned and the Regulations.

• Article 3 Pursuant to the Regulation, the shares repurchased may be transferred to employees all at once or in installments within three years from the date of repurchased. The Chairman is authorized to set out the time period for share subscription and payment and relevant matters for each transfer operation. Shares that are not transferred within the specified time period shall be deemed as unissued shares of the Company and cancelled according to applicable regulation.

• Article 4 Employees of subsidiaries, in which the Company employees and the Company collectively hold directly or indirectly more than 50 percent of their voting shares on the record date, are eligible for share subscription (including overseas subsidiaries and subsidiaries as defined in accordance with issue no. 0960073134 by the Financial Supervisory Commission of the Executive Yuan(issued on December 26, 2007)

• Article 5 The Chairman is authorized to allocate the number of shares to be subscribed in consideration of their position, special contribution to the Company, and other standards.

• Article 6 Operating procedure for transfer of repurchased shares to employees:

• The Company shall make disclosure and repurchased its shares within a specified period, in accordance with the resolution of the Board of Directors.

• The Board of Director will establish and announce the record date for share subscription by employees, standards for number of shares that may be subscribed, subscription payment period, associated rights, restrictions and other matters in accordance with these Measures.

• An employee who did not make the subscription payment before the specified payment deadline is deemed forfeiting his or her right to subscription. For unsubscribed shares, the Chairman may contact other employees for subscription; if there are still unsubscribed shares thereafter, the shares shall be handled in accordance with Article 3 herein.

• The Company will tally the number of shares subscribed and paid, and proceed with the registration of title transfer.

Article 7 Shares bought back at this instance shall be sold to employees at the average of buyback price. However if the Company’s common shares issued and outstanding increase or decrease prior to the transfer, the transfer price will be adjusted within the percentage of increase/decrease of shares issued and outstanding.

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Formula for transfer price adjustment:

Adjusted transfer price = average actual repurchase price per share × (total number of

common stock shares after the repurchase has been executed by TR ÷ total number of common stock shares prior to TR's transfer of the repurchased shares to employees)

Article 8 Unless it is otherwise provided, the rights and obligations associated with the shares transferred to employees with title transfer formality completed shall be the same as those of the original shares.

Article 9 The Regulations and subsequent revisions thereto shall take effect after approval by the Board of Directors. These Regulations and subsequent revisions thereto shall be reported in the Shareholders’ Meeting.

Article 10

These Rules of Transfer Shares to employees were adopted on September 14, 2000. The first amendment was made on October 6, 2000.

The second amendment was made on August 14, 2003. The third amendment was made on June 9, 2006. The fourth amendment was made on July 19, 2007. The fifth amendment was made on October 9, 2008. The sixth amendment was made on April 28, 2010. The seventh amendment was made on January 4, 2011. The eighth amendment was made on Novermber 11, 2011. The ninth amendment was made on July 27, 2012.

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Attachment 4

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Test Rite International Co., Ltd 2012 Profits Distribution Table

(NTD)

		(NTD
Item	Amonut	Notes
Beginningbalance of retained earnings	16,591,054
Add: Netprofit after tax	689,536,324
Less: 10% for Legal reservation	(68,953,632)
Earnings available forpay-out	637,173,746
Allocation:
Cash dividend	526,054,563	NTD 1.08per share
Sub total	526,054,563
Endingbalance of retained earnings	111,119,183
Remark:
Compensation for directors	12,411,654
Employees bonus	49,646,615

Chairman: Judy Lee GM: Sophia Tong

Controller: Linda Lin

Further information as below:

• Note 1: Compensation for directors & cash bonus for employees are NT$12,411,654 & NT$ 49,646,615 respectively.

• Note 2: Board proposed NT$ 1.08 of cash dividend per share to be paid out from the earnings of 2012. Following the approval, the Board of Directors will decided on a ex-dividend date.

• Note 3: As of April 19th, 2013, the total number of common stocks outstanding is 521,955,558 shares. After adjusting for 34,868,000 of treasury shares on hand, the the number of shares eligible to receive the above proposal of earnings distribution is 487,087,558 shares.

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Attachment 5

TEST RITE International Co., Ltd. Endorsement/Guarantee Procedures Reference Table for Revised Clauses

Article No.	Original clause	Revised clause	Basis and reasons for revision
Article 1	This procedure was established to safeguard shareholders equity, improve the financial management of endorsements, and reduce operating risks. The company shall comply with these Regulations when making endorsements/guarantees for others.	This procedure was established to safeguard shareholders equity, improve the financial management of endorsements, and reduce operating risks. The company shall comply with these Regulations when making endorsements/guarantees for others; provided that where anotheract or regulation provides otherwise, the provisions of suchact shallprevail.	Revision is made in accordance with related commercial laws.
Article 12	A memorandum document should be set up to record endorsement / guarantee activities of the Company, including the entity for which the endorsement/ guarantee is made, the results of risk assessment, the amount of guarantee, the collateral obtained, conditions under which the endorsement / guarantee responsibility is discharged, and date of discharge. If a guarantee is provided to a subsidiary whose net worth is less than 50 percent of its paid-in capital, constant attention shall be paid to its financial condition, business operations, and credit status. If collateral is provided, attention shall be paid to changes in the value of the collateral. In the event of a major unfavorable change, the guarantee shall be terminated or adequate actions shall be taken. The company's internal auditors shall audit the Operational Procedures for Endorsements/Guarantees for Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptly notify all the supervisors in writing of any material violation found. In addition, if the manager and responsible person indicated in the program are found to have violated the guidelines or the operating program after an audit, they shall take corrective action during the tracking/disciplinary period and submit a corrective report by the designated time. If they fail to do so, they shall be disciplined by the company.	A memorandum document should be set up to record endorsement / guarantee activities of the Company, including the entity for which the endorsement/ guarantee is made, the results of risk assessment, the amount of guarantee, the collateral obtained, conditions under which the endorsement / guarantee responsibility is discharged, and date of discharge. If a guarantee is provided to a subsidiary whose net worth is less than 50 percent of its paid-in capital, constant attention shall be paid to its financial condition, business operations, and credit status. If collateral is provided, attention shall be paid to changes in the value of the collateral. In the event of a major unfavorable change, the guarantee shall be terminated or adequate actions shall be taken. In the case of a subsidiary with shares having no par value or a par value other	Revision is made in accordance with related commercial laws.
		than NT$10, for the paid-in capital in the calculation under subparagraph 11 of the preceding paragraph, the sum of the share capital plus paid-in capital in excess of par shall be substituted. The company's internal auditors shall audit the Operational Procedures for Endorsements/Guarantees for Others and the implementation thereof no less frequently than quarterly and prepare written records accordingly. They shall promptlynotifyall the supervisors in

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Article No.	Original clause	Revised clause	Basis and reasons for revision
		writing of any material violation found. In addition, if the manager and responsible person indicated in the program are found to have violated the guidelines or the operating program after an audit, they shall take corrective action during the tracking/disciplinary period and submit a corrective report by the designated time. If they fail to do so, they shall be disciplined by the company.
Article 15	The company whose balance of endorsements/guarantees reaches one of the following levels shall announce and report such event~~to MOPS~~ within two days from the date of occurrence: 1. The aggregate balance of endorsements/guarantees by the company and its subsidiaries reaches 50 percent or more of the company's net worth as stated in its latest financial statement. 2. The balance of endorsements/guarantees by the company and its subsidiaries for a single enterprise reaches 20 percent or more of the company's net worth as stated in its latest financial statement. 3. The balance of endorsements/guarantees by the company and its subsidiaries for a single enterprise reaches NT$10 millions or more and the aggregate amount of all endorsements/guarantees for, investment of a long-term 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. 4. The amount of new endorsements/guarantees made by the company or its subsidiaries reaches NT$30 million or more, and reaches 5 percent or more of the company's net worth as stated in its latest financial statement.	The company whose balance of endorsements/guarantees reaches one of the following levels shall announce and report such event within two days commencing immediately from the date of occurrence. “Date of occurrence”in the Procedure means the date of contract signing, date of payment, dates	Revision is made in accordance with related commercial laws.
		of boards of directors resolutions, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier. 1. The aggregate balance of endorsements/guarantees by the company and its subsidiaries reaches 50 percent or more of the company's net worth as stated in its latest financial statement. 2. The balance of endorsements/guarantees by the company and its subsidiaries for a single enterprise reaches 20 percent or more of the company's net worth as stated in its latest financial statement. 3. The balance of endorsements/guarantees by the company and its subsidiaries for a single enterprise reaches NT$10 millions or more and the aggregate amount of all endorsements/guarantees for, investment of a long-termnature 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. 4. The amount of new endorsements/guarantees made by the company or its subsidiaries reaches NT$30 million or more, and reaches 5 percent or more of the company's net worth as stated in its latest financial

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Article No.	Original clause	Revised clause	Basis and reasons for revision
		statement.
Article 18	A subsidiary of the company intending to make endorsements/guarantees for others shall formulate its Endorsement/Guarantee Procedures in compliance with the Procedures, and, after passage by the board of directors, submit the Procedures to each supervisor and submit them for approval by the shareholders' meeting, and it shall comply with the Procedures when making endorsements/guarantees for others.The same shall apply to any amendments to the Procedures. This procedure is referred to the subsidiary and the parent company, should be identified in accordance with the provisions of~~the ROC~~ ~~Accounting Research and Development~~ ~~Fndtin Sttmnt f Finnil Antin~~	A subsidiary of the company intending to make endorsements/guarantees for others shall formulate its Endorsement/Guarantee Procedures in compliance with the Procedures, and, after passage by the board of directors, submit the Procedures to each supervisor and submit them for approval by the shareholders' meeting, and it shall comply with the Procedures when making endorsements/guarantees for others. The same shall apply to any amendments to the Procedures. "Subsidiary" and "parent company" as referred to in the Procedure shall be as determined under the Regulations Governing the Preparation of Financial	Revision is made in accordance with related commercial laws.
	~~ouao aee o aca ccoug~~ ~~Standards No. 5 and 7~~ .
		Reports by Securities Issuers. Where the company’s financial reports
		are prepared according to the
		International Financial Reporting
		Standards, "net worth" in these
		Regulations means the balance sheet
		equity attributable to the owners of the
		parent company under the Regulations
		Governing the Preparation of Financial
		Reports by Securities Issuers.

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Attachment 6

TEST RITE International Co., Ltd. Procedures for Lending Funds to Others Reference Table for Revised Clauses

Article No.	Original clause	Revised clause	Basis and reason for revision
Article 1	The company shall comply with these Regulations when making loans to others; provided that where another~~law~~ ~~o~~r regulation provides otherwise, the provisions of such~~law~~ shall prevail.	The company shall comply with these Regulations when making loans to others; provided that where anotheract or regulation provides otherwise, the provisions of such act shall prevail.	Revision is made in accordance with related commercial laws.
Article 11-1	A public company whose loans of funds reach one of the following levels shall announce and report such event~~to MOPS~~ within two days from the date of occurrence: 1. The aggregate balance of loans to others by the public company and its subsidiaries reaches 20 percent or more of the public company's net worth as stated in its latest financial statement. 2. The balance of loans by the public company and its subsidiaries to a single enterprise reaches 10 percent or more of the public company's net worth as stated in its latest financial statement. 3. The amount of new loans of funds by the public company or its subsidiaries reaches NT$10 million or more, and reaches 2 percent or more of the public company's net worth as stated in its latest financial statement. The public company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such subsidiary is required to announce and report pursuant to subparagraph 3 of the preceding paragraph.	The company whose loans of funds reach one of the following levels shall announce and report such event within two days commencing immediately from the date of occurrence. “Date of occurrence”in the Procedure means the date of contract signing, date of payment, dates of boards of directors resolutions, or other date that can confirm the counterparty and monetary amount of the transaction, whichever date is earlier. 1. The aggregate balance of loans to others by the public company and its subsidiaries reaches 20 percent or more of the public company's net worth as stated in its latest financial statement. 2. The balance of loans by the public company and its subsidiaries to a single enterprise reaches 10 percent or more of the public company's net worth as stated in its latest financial statement. 3. The amount of new loans of funds by the public company or its subsidiaries reaches NT$10 million or more, and reaches 2 percent or more of the public company's net worth as stated in its latest financial statement. The company shall announce and report on behalf of any subsidiary thereof that is not a public company of the Republic of China any matters that such subsidiary is required to announce and report pursuant to subparagraph 3 of the preceding paragraph.	Revision is made in accordance with related commercial laws.
Article 12	A subsidiary of the company intending to loan funds to others shall formulate its Procedures for Lending Funds to Others in compliance with the Procedures, and, after passage by the board of directors, submit the Procedures to each supervisor and submit them for approval bythe shareholders'	A subsidiary of the company intending to loan funds to others shall formulate its Procedures for Lending Funds to Others in compliance with the Procedures, and, after passage by the board of directors, submit the Procedures to each supervisor and submit them for approval bythe shareholders'	Revision is made in accordance with related commercial laws.

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Article No.	Original clause	Revised clause	Basis and reason for revision
	meeting, and it shall comply with the Procedures when loaning funds. The same shall apply to any amendments to the Procedures. This procedure is referred to the subsidiary and the parent company, should be identified in accordance with the provisions of~~the~~ ~~ROC Accounting Re~~ ~~search and~~ ~~Development Foundation Statement of~~ ~~Financial Accounting Standards No. 5 and 7~~ ~~.~~	meeting, and it shall comply with the Procedures when loaning funds. The same shall apply to any amendments to the Procedures. "Subsidiary" and "parent company" as referred to in the Procedure shall be as determined under the RegulationsGoverning the Preparation of Financial Reports by Securities Issuers. Where the company’s financial reports are prepared according to the International Financial Reporting Standards,"net worth" in these Regulations means the balance sheet
		equity attributable to the owners of the parent company under the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Article 13	The company shall evaluate the status of its loans of funds and reserve sufficient allowance for bad debts~~in accordance with~~ ~~GAAP~~ ~~,~~ and shall adequately disclose relevant information in its financial reports and provide certified public accountants with relevant information for implementation of necessary auditing procedures.	The company shall evaluate the status of its loans of funds and reserve sufficient allowance for bad debts, and shall adequately disclose relevant information in its financial reports and provide certified public accountants with relevant information for implementation of necessary auditing procedures.	Revision is made in accordance with related commercial laws.

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Attachment 7

TEST RITE International Co., Ltd.

Procedures for Acquisition and Disposal of Assets

Reference Table for Revised Clauses

Article No.	Original clause	Revised clause	Basis and reasons for revision
Article 4	Terms used in these Regulations are defined as follows: (Omitted) 3、Related party: As defined in~~Statement~~ ~~f Finnil Antin Stndrd N 6~~	Terms used in these Regulations are defined as follows: (Omitted) 3、Related party: As defined inGoverning the Preparation of Financial Reports by Securities Issuers. Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the companies with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall not be a related party of any party to the transaction. 4、Subsidiary: As defined inGoverning the Preparation of Financial Reports by Securities Issuers. (Omitted)	Revision is made in accordance with the needs of commercial practice.
	~~o aca ccoug aas o.~~ ~~published by the ROC Accounting~~ ~~Research and Development Foundation~~ ~~(ARDF)~~ ~~.~~Professional appraisers and their officers, certified public accounts, attorneys, and securities underwriters that provide the companies with appraisal reports, certified public accountant's opinions, attorney's opinions, or underwriter's opinions shall not be a related party of any party to the transaction. 4、Subsidiary: As defined in~~Statements~~ ~~of Fina~~ ~~ncial Accounting Standards Nos.~~ ~~5 and 7 published by the ARDF.~~ (Omitted)

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Attachment 8

TEST RITE International Co., Ltd. Articles of Incorporation Reference Table for Revised Clauses

Article No.	Original clause	Revised clause	Basis and reasons for revision
Article 31	After taxes are paid, earnings in any given year shall be first used to offset previous years' losses. 10% of the remainder shall then be set aside as statutory surplus. However, if the cumulative statutory surplus has reached an amount the equivalent of the paid-in capital, no additional statutory surplus is required to be set aside, and a special reserve shall be set aside or reversed as per the relevant regulations or rules announced by the supervisory authority or the Compnay’ s business need. Separately, 2% of the remainder, if any, shall be set aside as Director and Supervisor remuneration, with at least 2% set aside as employee bonus. The remainder shall be added to the undistributed profit at the beginning of the period before the distribution plan and submit it to the shareholders meeting for approval.	After taxes are paid, earnings in any given year shall be first used to offset previous years' losses. 10% of the remainder shall then be set aside as statutory surplus. However, if the cumulative statutory surplus has reached an amount the equivalent of the paid-in capital, no additional statutory surplus is required to be set aside, and a special reserve shall be set aside or reversed as per the relevant regulations or rules announced by the supervisory authority or the Compnay’ s business need. Separately, 2% of the remainder, if any, shall be set aside as Director and Supervisor remuneration, with at least1% set aside as employee bonus. The remainder shall be added to the undistributed profit at the beginning of the period before the distribution plan and submit it to the shareholders meeting for approval.	Revision is made in accordance with the needs of commercial practice.
Article 34	The Articles of Incorporation were drawn up on July 24, 1978. (Omitted) The 37th revision was adopted on June 18,2012.	The Articles of Incorporation were drawn up on July 24, 1978. (Omitted) The 38th revision was adopted on June 17,	Adding revision date.
		2013.

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Appendix 1

Test Rite International Co., Ltd.

Current Shareholdings of Directors and Supervisors

		Record Date: April 19,2013	Record Date: April 19,2013	Record Date: April 19,2013
Title	Title Shareholding Name	The minimum number of shares	Number of shares
			Shares	Total
Chairman	Ms. Lee, Judy	20,878,222	37,159,294	82,645,506
Directors	Mr. Ho, Tony		43,995,550
	Mr. Huang,Hsin-Hsien		0
	Ms. Ho,Robin		884,579
	Property Co., Ltd. Representative: Ms. Lee,Ai-Chen		606,083
	Property Co., Ltd. Representative: Mr. Huang,Chung-Hsing		606,083
	Property Co., Ltd. Representative: Ms. Tsai,Jaclyn		606,083
Supervisor	Tsai-Chi Co., Ltd. Representative: Mr. Lai,Yung-Chi	2,087,822	32,327,389	32,327,389
	Tsai-Chi Co., Ltd. Representative: Mr. Liao,Hsueh-Hsing		32,327,389

Notes:

1. The shareholding ratios in this table are based on a total of 521,955,558 outstanding shares as of the book close date before this year's Shareholders Meeting.

2. The tenure of directors is from June 18, 2012 to on June 17, 2015.

＊According to Article 26 of the Securities and Exchange Act and Article 2, Paragraph 1, Sub-paragraph 4 and Paragraph 2 of the Regulations Governing Ratios and Auditing of Director and Supervisor Share Ownership at Public Companies: the minimum number of shares that may be held by all Company directors is 20,878,222 shares, and the minimum number of shares that may be held by all supervisors is 2,087,822 shares.

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Appendix 2

Details of Employee Bonus and Total Salary for the Board of Directors and Superviosors

1. As pursuant of the Company Act and Article of Incorporation, the Company, after reporting positive earnings for a given fiscal year and paying applicable taxes, should first reserve its earnings to cover any losses from prior years. Thereafter, the company should reserve 10% of its earnigs for legal reserve before allocating no less than 2% of its earnings for employee bonus, and 2% of its earnings for the salary for the Board of Directors and Supervisors.

2. A portion or all of employees’ bonus can be issued via new shares, but within the pre-papproved ratio according the company’s Article of Incorporation. The Chairman can decided, which employees of the company will receive employee stock bonus, once their eligibility is confirmed.

3. On March 28th, the Board of Directors approved employee cash bonus of NT$ 49,646,615 and total salary for the Board of Directors and Superviosors of NT$12,411,654.

Items for Distribution	As proposed by the Board(A)	Estimated expense(B)	Difference (A)-(B)	Remark
Employee cash bonus	49,646,615	49,200,000	446,615	Difference is between estimate and actual expense. Since, the difference is minor, the amount will be applied to 2013 earnings.
Total salary for the Board of Directors and Superviosors	12,411,654	12,100,000	311,654

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Appendix 3

Other Matters-Details of Shareholder Proporsal at Shareholders’ Meeting

Note:

1. According to Company Act No. 172, Shareholders who hold more than 1% can submmit only ONE written shareholder proposal that is 300 characters or less.

2. Written subimssion of shareholder proposals must be submitted between the dates of April 10th, 2013 and April 19th, 2013. The Company has posted information regarding shareholder proposals on the Market Obeservation Post System (MOPS) as required by regulation .

3. The company has not yet to receive any written submission of shareholder proposals.

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