Transcend — AGM Information 2015

Jun 15, 2015

Transcend Information, Inc. 2015 ANNUAL REGULAR SHAREHOLDERS’ MEETING Minutes

( This English version is a translation based on the original Chinese version. Where any discrepancy arises between the two versions, the Chinese version shall prevail. )

Time: 9:00 a.m., June 12, 2015

Place: Transcend Information, Inc. (No. 70, XingZhong Rd., NeiHu Dist., Taipei 114, Taiwan)

Total share represented by shareholders present in person or by proxy are 370,907,249 shares, which is 86.10% of the total 430,761,675 outstanding shares.

Attended Directors: Shu,Chong-Wan, the chairman of Board of Directors

Attended Independent Directors: CHEN,LO-MIN, the member of Audit Committee

Attendees: Chang, Shu Chuing, the independent auditors of the Pricewaterhouse Coopers Li, Dan, the layer of World Patent & Trademark Office

Chairman: Shu,Chong-Wan Recorder: Lu, Chihyuan

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

Chairman's Remarks: (Omitted)

I. Report Items

• (1) The business conditions of 2014(Please refer to Attachment I)

(2) Audit Committee’s review report(Please refer to Attachment II)

(3) The status of endorsements and guarantees

Explanatory Notes:

The Company provided a guarantee for Transcend Japan Inc. amounting to JPY 2,000,000 thousand, and the actual amount of guarantee draw down is JPY 1,500,000 thousand. Pursuant to the Company’s “Procedures for Endorsement and Guarantee”, the limit of guarantee was NTD 8,287,442 thousand.

• 1 -

II. Proposed Items

• (1) Adoption of 2014 Business Report and Financial Statements (Proposed by the Board of Directors)

Explanatory Notes:

• a. The seperate financial statement and consolidated financial statement of the Company for the year of 2014 have been audited by independent auditors, Mr. Chien - Hung Chou and Mrs. Shu Chuing Chang, of the Pricewaterhouse Coopers. The Business Report, Independent Auditors’ Report and Financial Statements are hereby also attached. (Please refer to Attachment I, III and IV)

• b. It is submitted for ratification.

Resolution:

The proposal is approved as proposed without demur by the present shareholders.

• (2) Adoption of the proposal for distribution of 2014 earnings (Proposed by the Board of Directors)

Explanatory Notes:

• a. For appropriations of 2014 earnings, the Company will distribute cash dividend of NTD 3,359,941,065 from the available retained earnings of 2014 after setting aside legal reserve and distributing employees’ profit sharing.

• b. Please refer to page 6 for the 2014 estimated earnings distribution table.

• c. Cash dividends will be distributed proportionately according to shareholders’ shares ownership registered in the Common Stockholders’ Roster as of the date of record.

• d. To avoid the change in the total amount of common shares outstanding resulting from buyback of company shares, or transfer or cancellation of treasury stock, it is proposed that the Chairman of the Board be authorized to adjust the cash to be distributed to each common share.

• e. It is submitted for ratification.

Resolution:

The proposal is approved as proposed without demur by the present shareholders.

• 2 -

Transcend Information, Inc. The Chart of 2014 Earnings Distribution

For the year ended December 31, 2014 (Expresses in of New Taiwan dollars)

Item	Amount	Remarks
Unappropriated retained earnings at beginning	4,769,048,000
Add:Adjustment on unappropriated earnings for 2014	( 86,234)
Adjusted unappropriated retained earnings	4,768,961,766
Add:Net income for 2014	3,735,204,855
Less:Legal reserve(10%)	373,520,486
Retained earnings available for appropriation as of December31,2014	8,130,646,135
Less:Items of distribution - Cash dividend to shareholders	3,359,941,065	Cash dividend (NTD$7.8 per share)
Unappropriated retained earnings at end	4,770,705,070
Note
Directors' and supervisors' remuneration	6,048,680
Employees' bonus	30,243,527

Note: Regarding the abovementioned amount of profits resolved to be distributed, there is no material difference between the resolved employees’ bonus and the estimated figures for 2014. The remuneration for directors and supervisors would be NTD 6,048,680 calculated in accordance with “Articles of Incorporation”, but was not recognized in 2014 financial statements. After the actual distributed amounts being resolved by the shareholders’ meeting, the difference between the resolved amounts and the 2014 estimates will be recognized in the statement of income in 2015.

Chairperson: Managerial Officers: Shu, Chung-Wan Shu, Chung-Cheng

Accounting Officers: Lu, Chih-Yuan

• 3 -

III. Discussion and Election Items

Discussion Item (1)

Subject: Approval of the Amendment to “Procedures for Election of Directors” (Proposed by the Board of Directors)

Explanatory Notes:

• a. The Company proposes to amend the “Procedures for Election of Directors” to comply with amendment to Sample Template for XXX Co., Ltd. Procedures for Election of Directors and Supervisors”.

• b. Please refer to Attachment V: the comparison table for the “Procedures for Election of Directors” before and after revision.

• c. It is submitted for approval.

Resolution:

The proposal is approved as proposed without demur by the present shareholders.

Discussion Item (2)

Subject: Election of Directors (Proposed by the Board of Directors)

Explanatory Notes:

• a. Three-year term of the current directors started from June 15, 2012 and concluded on June 14, 2015.

• b. The shareholders’ meeting shall elect 9 directors including 3 independent directors. Their three-year term will start from June 12, 2015 and conclude on June 11, 2018.

• c. According to the regulations and Articles of Incorporate, a candidate nomination system shall be adopted to elect all directors including 3 independent directors. The shareholders shall elect all directors from the nominees. Please refer to Attachment VI: the nomination list of directors.

• d. It is submitted for election.

Resolution:

The list of persons elected as directors

• 4 -

(NON-INDEPENDENT DIRECTORS)

Shareholder Account NO./ IDNO.	Name	Numbers of Votes
1	SHU, CHUNG-WAN	322,594,678
2	SHU, CHUNG-CHENG	301,618,803
M1200*	TSENG, CHUNG-HO	301,043,912
E2206*	CHUI, LI-CHU	301,031,647
3	Hsu, Chia-Hsian	301,022,128
12	Chiu, Chih-Heng	300,984,772

(INDEPENDENT DIRECTORS)

Shareholder Account NO./ IDNO.	Name	Numbers of Votes
A2204*	WANG,YI-HSIN	299,339,920
E1002*	CHEN,YI-LIANG	299,385,388
A1234*	CHEN,LO-MIN	299,348,920

Discussion and Election Items (3)

Subject: Proposal to release the Directors from non-competition restrictions. (Proposed by the Board of Directors)

Explanatory Notes:

• a. Because the new elected director(s) of the Company may involve in investment or operation of other companies with the same or similar business scope and assume the office of director(s), the Company, pursuant to Article 209 of Company Act, proposes to release the Directors from non-competition restrictions under the premise that no harm to the Company's interest.

• 5 -

b. It is submitted for approval.

Resolution:

The proposal is approved as proposed without demur by the present shareholders.

	Items of competitive conduct in which the director is permitted to engage	Items of competitive conduct in which the director is permitted to engage
Title	Name	Items of competitive conduct in which the director engaged
Director	SHU, CHUNG-WAN	Chairman of the board of directors: - Taiwan IC Packaging Corporation Director: - C-TECH Corporation - Transcend Information Inc. - Transcend Information Trading GmbH Hamburg Representative juristic person - Hitron Technologies Inc. - WK Technology Fund VI Ltd. - WK Technology Fund VII Ltd. - WK Technology Fund VIII Ltd. Supervisor - Wan An Technology Inc. President - Transcend Information TradingGmbH Hamburg
Director	SHU,CHUNG-CHENG	President -Transcend Korea Ltd. Chairman of the board of directors: -C-TECH Corporation -Cheng Chuan Technology Development Inc. -Shu Min Investment Inc. Executive director -Taiwan IC PackagingCorporation(Representativejuristic

• 6 -

Items of competitive conduct in which the director is permitted to engage

Items of competitive conduct in which the director is permitted to engage	Items of competitive conduct in which the director is permitted to engage	Items of competitive conduct in which the director is permitted to engage
Title	Name	Items of competitive conduct in which the director engaged
		person) Director: - Wan An Technology Inc. - Won Chin Investment Inc. - Wan Min Investment Inc. - Wan Chuan Investment Inc. - Transcend Information (Shanghai).,Ltd - Saffire Investment Ltd. - Memhiro Pte. Ltd. - Transcend Japan Inc - Transcend Korea Ltd. - Transcend (H.K.) Limited - Transtech Trading(Shanghai) Co. Ltd. -Supreme Electronics Co., Ltd. Representative juristic person - Taiwan IC PackagingCorporation
Director	TSENG, CHUNG-HO	President of Taiwan IC Packaging Corporation
Director	CHUI, LI-CHU	Supervisor of Won Chin Investment Inc.
Director	Hsu, Chia-Hsian	None
Director	Chiu, Chih-Heng	Director of C-TECH Corporation
Independent Director	CHEN, YI-LIANG	Director of Homeyen Networks. Co., Ltd. Director of Tai Hwa Oil Industrial Co., Ltd. Independent Director of Lextar Electronics Corporation
Independent Director	CHEN, LO-MIN	Senior Consultant of Head office of Oki Electric Industry Co., Ltd.

• 7 -

	Items of competitive conduct in which the director is permitted to engage
Title	Name	Items of competitive conduct in which the director engaged
Independent Director	WANG, YI-HSIN	Director of First Financial Holding Co. Ltd. Independent Director of Bestcom Infotech Corp.

IV. Special Motions

V. Meeting Adjourned

• 8 -

Attachment I

TRANSCEND INFORMATION INC. BUSINESS REPORT

Prices of Flash and DRAM steadily decreased in the past year. Instead of making profits from the short-term price changes, manufacturers in the Flash and DRAM industry have the responsibility to find another way to keep the company profitable. As an industry-leading brand of digital storage and industrial products, Transcend has successfully changed up our business plans and created better profits. Last year’s sales revenue increased by 4.2%, and the earnings Per Share (EPS) reached NTD $8.67, a 16.7% increase over the prior year.

Transcend’s consolidated revenue totaled NT$27.2 billion in 2014. Consolidated gross profit totaled NTD $5.54 billion. Gross profit rate is 20.4 percent. Operating income totaled 3.75 billion. Income before tax totaled 4.4 billion. Net income totaled 3.74 billion. EPS is NTD$ 8.67 calculated at the weighted average of outstanding share capital amounting to 4.3 billion.

To satisfy the changing needs in the technology industry, Transcend never stops developing more innovative products ranging from consumer electronics and industrial products. For the eighth year in a row, Transcend Information appears on Interbrand's Best Taiwan Global Brands ranking. At the same time, Transcend has managed to consistently increase the market share in the field of industrial applications. Sales revenue of solid state drives (SSD) reached record high thanks to the sudden surge of demand for SSDs because of the decreasing price. So far, industrial products and strategic products have replaced standard products and become main revenue sources.

Transcend focuses not only on sales performance, but also corporate social responsibility. Through a concerted effort to strengthen information disclosure, Transcend earned the highest A+ ranking in the "Information Disclosure Survey" conducted by the Securities and Futures Institute (SFI) in 2014. Besides, we have sponsored the High School Basketball League (HBL) for consecutive five years. Last year, we received the “Sports Activists Award” from the Sports Affairs Council for our continuing contribution to the development of sports in Taiwan.

• 9 -

Looking to 2015, we believe that there is a growing frenzy over the application of Internet of Things (IoT) technologies to industrial automation. We will keep providing the best solutions for our customers and clients. Here again we sincerely thank all of our shareholders, customers, suppliers and employees, for your continued support and for the confidence that you have placed in us.

Chairperson: Shu, Chung-Wan Managerial Officer: Shu, Chung-Cheng Accounting Officer: Lu, Chih-Yuan

• 10 -

Attachment II

Audit Report of Audit Committee

The Board of Directors has prepared the Company’s 2014 Business Report, Financial Statements and Earnings Distribution Proposal. Transcend Corporation’s Financial Statements have been audited and certified by Mr. Chien - Hung Chou and Mrs. Shu-Chuing Chang, the CPA of the Pricewaterhouse Coopers. The Business Report, Financial Statements and Earnings Distribution Proposal have been reviewed and considered to be complied with relevant rules by the undersigned, the audit committee of Transcend Corporation. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Law, we hereby submit this report.

The audit Committee of Transcend Corporation

Chairman of the audit Committee: Wang, Yi-Shin

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March 12, 2015

• 11 -

Attachment III

REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

To the Board of Directors and Stockholders of Transcend Information, Inc.

We have audited the accompanying separate balance sheets of Transcend Information, Inc. as of December 31, 2014 and 2013 and the related separate statements of comprehensive income, of changes in equity, and of cash flows for the years ended December 31, 2014 and 2013. These separate financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. The financial statements of equity investments accounted for under the equity method, Transcend Information Inc. and Transcend Information Trading GmbH, Hamburg, and the associate, Taiwan IC Packaging Corp., were audit by other auditors, whose reports thereon were furnished to us. Our opinion, insofar as it relates to the amounts of investment income/loss and the information of investee company as disclosed in Note 13, were solely based on the reports of other auditors. The share of profit or loss of associates and equity investments accounted for under equity method solely based on the reports of other auditors was (NT$8,128) thousand for the year ended December 31, 2013, constituting 0.2% of the respective income before income tax. The equity investments accounted for under the equity method in above companies was NT$412,683 thousands, constituting 1.7% of total assets.

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

• 12 -

In our opinion, based on our audits and the reports of other auditors, the separate financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of Transcend Information, Inc. as of December 31, 2014, and December 31, 2013, and the results of their operations and their cash flows for the years ended December 31, 2014 and 2013 in conformity with the "Rules Governing the Preparation of Financial Statements by Securities Issuers".

March 12, 2015

Taipei, Taiwan Republic of China

------------------------------------------------------------------------------------------------------------------------------------------------The accompanying separate financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying separate financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

• 13 -

TRANSCEND INFORMATION, INC.

SEPARATE BALANCE SHEETS

(Expressed in thousands of New Taiwan Dollars)

Assets	December 31, 2014 Notes AMOUNT % 6(1) $ 10,807,417 40 6(2) 53,545 - 6(3) 585,525 2 - - 6(4) 1,709,341 6 7(1) 1,178,290 5 254,029 1 6(5) 6,041,633 22 14,175 - 20,643,955 76 6(6) 232,639 1 6(7) 4,087,977 15 6(8), 7 and 8 1,798,337 7 6(9) 214,878 1 6(21) 64,006 - 8 88,941 - 6,486,778 24 $ 27,130,733 100 (Continued)	December 31, 2013	December 31, 2013
		AMOUNT $ 10,988,389 - 74,513 4,158 1,330,522 1,427,950 237,508 4,713,168 13,127 18,789,335 264,422 3,747,410 1,838,184 217,580 58,347 37,980 6,163,923 $ 24,953,258	%
Current assets Cash and cash equivalents Current financial assets at fair value through profit or loss Current bond investments without active market Notes receivable, net Accounts receivable, net Accounts receivable due from related parties, net Other receivables Inventories, net Other current assets Current Assets Non-current assets Available-for-sale financial assets-non-current Investments accounted for using equity method Property, plant and equipment Investment property, net Deferred tax assets Other non-current assets Non-current Assets Total Assets			44 - - - 5 6 1 19 -
			75
			1 15 8 1 - -
			25
			100

~14~

TRANSCEND INFORMATION, INC. SEPARATE BALANCE SHEETS

(Expressed in thousands of New Taiwan Dollars)

Liabilities and Equity	Notes 6(10) 7(1) 7(1) 6(21) 6(21) 6(11) 6(12) 6(13) 6(14) 6(16) 9 11	December 31, 2014 AMOUNT % $ 506,400 2 7 - 3,090,479 12 1,679,508 6 350,741 1 988 - 271,173 1 3,442 - 5,902,738 22 485,121 2 24,269 - 509,390 2 6,412,128 24 4,307,617 16 4,799,075 18 3,053,235 11 8,504,167 31 54,511 - 20,718,605 76 $ 27,130,733 100	December 31, 2013	December 31, 2013
		AMOUNT $ 506,400 7 3,090,479 1,679,508 350,741 988 271,173 3,442 5,902,738 485,121 24,269 509,390 6,412,128 4,307,617 4,799,075 3,053,235 8,504,167 54,511 20,718,605 $ 27,130,733	AMOUNT $ 295,140 1,215 2,571,302 1,334,222 283,266 - 218,886 4,615 4,708,646 395,256 25,147 420,403 5,129,049 4,307,617 4,799,075 2,733,339 7,975,047 9,131 19,824,209 $ 24,953,258	%
Current liabilities Short-term borrowings Notes payable Accounts payable Accounts payable to related parties Other payables Other payables to related parties Current tax liabilities Other current liabilities Current Liabilities Non-current liabilities Deferred tax liabilities Other non-current liabilities Non-current Liabilities Total Liabilities Share capital Common stock Capital surplus Capital surplus Retained earnings Legal reserve Unappropriated retained earnings Other equity interest Other equity interest Total Equity Commitments and contingent liabilities Significant subsequent event Total Liabilities and Equity				1 - 10 6 1 - 1 -
				19
				2 -
				2
				21
				17 19 11 32 -
				79
				100

The accompanying notes are an integral part of these separate financial statements. See report of independent accountants dated March 12, 2015.

~15~

TRANSCEND INFORMATION, INC. SEPARATE STATEMENTS OF INCOME

(Expressed in thousands of New Taiwan Dollars, except Earnings Per Share)

Items

Forthe years endedDecember31, 2014 2013 Notes AMOUNT % AMOUNT % 6(17) and 7 $ 26,325,967 100 $ 25,087,848 100 6(5) and 7 ( 21,777,028) ( 83) ( 21,072,049) ( 84) 4,548,939 17 4,015,799 16 ( 70,857) - ( 87,889) - 87,889 - 73,138 - 4,565,971 17 4,001,048 16 6(20) ( 629,163) ( 2) ( 483,665) ( 2) ( 205,987) ( 1) ( 204,448) ( 1) ( 174,011) ( 1) ( 156,948) - ( 1,009,161) ( 4) ( 845,061) ( 3) 3,556,810 13 3,155,987 13 6(18) and 7 172,465 1 109,250 - 6(19) 430,406 2 242,556 1 ( 6,248) - ( 1,003) - 6(7) 151,325 - 154,029 1 747,948 3 504,832 2 4,304,758 16 3,660,819 15 6(21) ( 569,553) ( 2) ( 461,862) ( 2) $ 3,735,205 14 $ 3,198,957 13 $ 92,968 - $ 148,571 1 6(6) ( 31,783) - 2,085 - 6(11) ( 86) - 5,387 - 6(21) ( 15,805) - ( 25,258) - $ 3,780,499 14 $ 3,329,742 13 6(22) $ 8.67 $ 7.43 $ 8.66 $ 7.41

Operating Revenue Operating Costs Gross Profit Unrealized gain from intercompany transaction Realized gain from intercompany transaction Gross Profit, net Operating Expenses Sales and marketing expenses General and administrative expenses Research and development expenses Total operating expenses Operating Profit Non-operating Income and Expenses Other income Other gains and losses Finance costs Share of gain of associates and joint ventures accounted for under equity method Total non-operating income and expenses Profit before Income Tax Income tax expense Profit for the Year Other Comprehensive Income Foreign exchange translation differences for foreign operations Unrealized (loss) gain on available-for-sale financial assets Actuarial (loss) gain on defined benefit plan Income tax on other comprehensive income Total Comprehensive Income Earnings Per Share Basic earnings per share Diluted earnings per share

The accompanying notes are an integral part of these separate financial statements. See report of independent accountants dated March 12, 2015.

~16~

TRANSCEND INFORMATION, INC. SEPARATE STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of New Taiwan Dollars)

For the year ended December 31, 2013 Balance at January 1, 2013 Appropriations of 2012 earnings: (Note 1) Legal reserve Cash dividends Change in capital reserve Cash distribution of capital reserve Net income for the year Other comprehensive income for the year Balance at December 31, 2013 For the year ended December 31, 2014 Balance at January 1, 2014 Appropriations of 2013 earnings: (Note 2) Legal reserve Cash dividends Net income for the year Other comprehensive income (loss) for the year Balance at December 31, 2014	Notes		Commonstock			Capital Reserves				Retaine	d Earnings	Other equityinterest	Other equityinterest	Totalequity
				Additional paid-incapital		Capital surplus, donated assets received		Capital surplus, net assets from merger		Legal reserve	Unappropriated retained earnings	Currency translation differences of foreign operations	Unrealized gain or loss on available-for-sale financialassets
	6(14) 6(16) 6(14) 6(16)		$ 4,307,617 - - - - - $ 4,307,617 $ 4,307,617 - - - - $4,307,617	$ 4,975,222 - - ( 215,381 ) - - $ 4,759,841 $ 4,759,841 - - - - $4,759,841		$ 4,106 - - - - - $ 4,106 $ 4,106 - - - - $ 4,106		$ 35,128 - - - - - $ 35,128 $ 35,128 - - - - $ 35,128		$ 2,448,801 284,538 - - - - $ 2,733,339 $ 2,733,339 319,896 - - - $ 3,053,235	$ 7,639,812 ( 284,538 ) ( 2,584,571 ) - 3,198,957 5,387 $ 7,975,047 $ 7,975,047 ( 319,896 ) ( 2,886,103 ) 3,735,205 ( 86 ) $ 8,504,167	($ 95,549 ) - - - - 123,313 $ 27,764 $ 27,764 - - - 77,163 $ 104,927	($ 20,718 ) - - - - 2,085 ($ 18,633 ) ($ 18,633 ) - - - ( 31,783 ) ($ 50,416 )	$ 19,294,419 - ( 2,584,571 ) ( 215,381 ) 3,198,957 130,785 $ 19,824,209 $ 19,824,209 - ( 2,886,103 ) 3,735,205 45,294 $20,718,605

Note 1: Directors’ and supervisors’ remuneration amounting to $5,166 and employees’ bonus amounting to $85,361 had been deducted from the separate statement of income in 2012.

Note 2: Directors’ and supervisors’ remuneration amounting to $5,192 and employees’ bonus amounting to $25,962 had been deducted from the separate statement of income in 2013.

The accompanying notes are an integral part of these separate financial statements. See report of independent accountants dated March 12, 2015.

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TRANSCEND INFORMATION, INC.

SEPARATE STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax for the year Adjustments to reconcile profit before tax to net cash provided by operating activities: Income and expenses having no effect on cash flows Unrealized gain from intercompany transaction Realized gain from intercompany transaction Net gains on financial assets at fair value through profit or loss Gain on disposal of financial assets Loss on disposal of equity investment accounted for using equity method Share of gain of associates and joint ventures accounted for using equity method Provision for bad debt expense Loss (gain) on market price decline (recovery) of inventory Depreciation expense Interest income Dividend income Gain on disposal of property, plant and equipment Changes in assets/liabilities relating to operating activities Net changes in assets relating to operating activities Net gain on financial assets at fair value through profit or loss Notes and accounts receivable Other receivables Inventories Other current assets Net changes in liabilities relating to operating activities Notes and accounts payable Other payables Other payables to related parties Other current liabilities Other non-current liabilities Cash generated from operations Cash dividends received Interest received Interest paid Income tax paid Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Disposal of bond investments without active markets Acquisition of bond investments without active markets Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in investments accounted for using equity method Disposal of equity investment accounted for using equity method (Increase) decrease in other non-current assets Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Payment of cash dividends (including cash distribution of capital reserve) Net cash used in financing activities (Decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

Year ended December 31 Notes 2014 2013 $ 4,304,758 $ 3,660,819 70,857 87,889 ( 87,889 ) ( 73,138 ) 6(2)(19) ( 53,545 ) ( 29,979 ) 6(3)(19) ( 10,804 ) ( 97,125 ) 6(7) - 323 6(7) ( 151,325 ) ( 154,029 ) 6(4) 12,463 13,325 6(5) 49,995 ( 9,673 ) 6(20) 126,323 120,042 6(18) ( 164,053 ) ( 100,837 ) 6(19) ( 13,781 ) ( 15,074 ) 6(19) ( 525 ) ( 1,974 ) - 29,979 ( 137,464 ) 341,942 ( 11,555 ) 20,366 ( 1,378,460 ) 917,147 ( 1,048 ) 2,308 863,255 102,379 73,637 ( 36,305 ) 988 - ( 1,173 ) 2,638 22,888 ( 1,670 ) 3,513,542 4,779,353 13,781 15,074 159,087 96,559 ( 6,248 ) ( 1,004 ) ( 448,865 ) ( 395,044 ) 3,231,297 4,494,938 ( 765,473 ) ( 74,066 ) ( 265,265 ) - 6(8) ( 64,341 ) ( 32,612 ) 6(8) 695 2,438 6(7) ( 103,008 ) - - 5,263 ( 70,564 ) 1,051 ( 737,426 ) ( 97,926 ) 211,260 295,140 6(14) ( 2,886,103 ) ( 2,799,952 ) ( 2,674,843 ) ( 2,504,812 ) ( 180,972 ) 1,892,200 10,988,389 9,096,189 $ 10,807,417 $ 10,988,389

The accompanying notes are an integral part of these separate financial statements. See report of independent accountants dated March 12, 2015.

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Attachment IV REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE

PWCR14001518

To the Board of Directors and Stockholders of Transcend Information, Inc.

We have audited the accompanying consolidated balance sheets of Transcend Information, Inc. and its subsidiaries as of December 31, 2014 and 2013 and the related consolidated statements of comprehensive income, of changes in equity, and of cash flows for the years ended December 31, 2014 and 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. As disclosed in Note 4(3)B, we did not audit the financial statements of certain subsidiaries for the year ended December 31, 2013, which statements reflect total assets of NT$547,456 thousand, constituting 2 percent of the consolidated total assets, as of December 31, 2013, and total revenues of NT$2,748,290 thousand, constituting 11 percent of the consolidated total operating revenue, for the year ended December 31, 2013. Furthermore, we did not audit the financial statements of equity investments accounted for under the equity method. The investment loss from these equity investments amounted to NT$30,403 thousand for the year ended December 31, 2013. Those financial statements whose reports thereon have been furnished to us, and our opinion expressed herein is based solely on the audit reports of the other independent accountants. As of December 31, 2013, the equity investment accounted for using the equity method was NT$221,255 thousand.

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

~19~

In our opinion, based on our audits and the report of other independent accountants, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Transcend Information, Inc. and its subsidiaries as of December 31, 2014 and 2013, and their financial performance and cash flows for the years ended December 31, 2014 and 2013 in conformity with the “Rules Governing the Preparations of Financial Statements by Securities Issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission.

We have also audited the parent company only financial statements of Transcend Information, Inc. as of and for the years ended December 31, 2014 and 2013, and have expressed a unqualified and modified unqualified opinion on such financial statements.

March 12, 2015

Taipei, Taiwan

Republic of China

---

The accompanying consolidated financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

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TRANSCEND INFORMATION, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan Dollars)

Assets	December 31, 2014 Notes AMOUNT % 6(1) $ 11,565,344 44 6(2) 53,545 - 6(3) 637,025 3 - - 6(4) 2,993,131 11 283,316 1 6(5) 6,364,987 24 44,515 - 21,941,863 83 6(6) 232,639 1 6(7) 332,593 1 6(8), 7 and 8 3,160,974 12 6(9) 298,614 1 6(22) 92,319 1 6(10) and 8 234,238 1 4,351,377 17 $ 26,293,240 100 (Continued)	December 31, 2013	December 31, 2013
		AMOUNT $ 11,639,505 - 123,698 4,158 2,732,001 254,528 5,075,939 36,311 19,866,140 264,422 221,255 3,330,875 303,232 78,915 183,691 4,382,390 $ 24,248,530	%
Current assets Cash and cash equivalents Current financial assets at fair value through profit or loss Current bond investments without active market Notes receivable, net Accounts receivable, net Other receivables Inventories, net Other current assets Current Assets Non-current assets Available-for-sale financial assets-non-current Investments accounted for using equity method Property, plant and equipment Investment property, net Deferred tax assets Other non-current assets Non-current Assets Total Assets			48 - 1 - 11 1 21 -
			82
			1 1 14 1 - 1
			18
			100

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TRANSCEND INFORMATION, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

(Expressed in thousands of New Taiwan Dollars)

Liabilities and Equity	Notes 6(11) 7 6(22) 6(22) 6(12) 6(13) 6(14) 6(15) 6(17) 9 11	December 31, 2014 AMOUNT % $ 903,300 4 8 - 3,202,531 12 74,185 - 475,052 2 319,927 1 60,063 - 5,035,066 19 485,378 2 54,191 - 539,569 2 5,574,635 21 4,307,617 16 4,799,075 18 3,053,235 12 8,504,167 32 54,511 1 20,718,605 79 20,718,605 79 $ 26,293,240 100	December 31, 2013	December 31, 2013
		AMOUNT $ 903,300 8 3,202,531 74,185 475,052 319,927 60,063 5,035,066 485,378 54,191 539,569 5,574,635 4,307,617 4,799,075 3,053,235 8,504,167 54,511 20,718,605 20,718,605 $ 26,293,240	AMOUNT $ 579,040 1,215 2,669,584 45,801 393,810 239,967 50,013 3,979,430 395,542 49,349 444,891 4,424,321 4,307,617 4,799,075 2,733,339 7,975,047 9,131 19,824,209 19,824,209 $ 24,248,530	%
Current liabilities Short-term borrowings Notes payable Accounts payable Accounts payable to related parties Other payables Current tax liabilities Other current liabilities Current Liabilities Non-current liabilities Deferred tax liabilities Other non-current liabilities Non-current Liabilities Total Liabilities Share capital Common stock Capital surplus Capital surplus Retained earnings Legal reserve Unappropriated retained earnings Other equity interest Other equity interest Total equity attributable to owners of parent Total Equity Commitments and contingent liabilities Significant subsequent event Total Liabilities and Equity				2 - 11 - 2 1 -
				16
				2 -
				2
				18
				18 20 11 33 -
				82
				82
				100

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 12, 2015.

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TRANSCEND INFORMATION, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME

(Expressed in thousands of New Taiwan Dollars, except Earnings Per Share)

Items

Forthe years endedDecember31 2014 2013 Notes AMOUNT % AMOUNT % 6(18) and 7 $ 27,219,495 100 $ 26,122,390 100 6(5) and 7 ( 21,678,630) ( 80) ( 21,201,143) ( 81) 5,540,865 20 4,921,247 19 6(21) ( 1,180,034) ( 4) ( 1,020,315) ( 4) ( 439,532) ( 1) ( 392,338) ( 1) ( 174,011) ( 1) ( 157,028) ( 1) ( 1,793,577) ( 6) ( 1,569,681) ( 6) 3,747,288 14 3,351,566 13 6(19) 193,524 1 130,645 - 6(20) 460,021 1 292,236 1 ( 8,209) - ( 5,900) - 6(7) 8,330 - ( 30,403) - 653,666 2 386,578 1 4,400,954 16 3,738,144 14 6(22) ( 665,749) ( 2) ( 539,187) ( 2) $ 3,735,205 14 $ 3,198,957 12 6(17) $ 92,968 - $ 148,571 1 6(6) ( 31,783) - 2,085 - 6(12) ( 86) - 5,387 - 6(17)(22) ( 15,805) - ( 25,258) - $ 45,294 -$ 130,785 1 $ 3,780,499 14 $ 3,329,742 13 $ 3,735,205 14 $ 3,198,957 12 $ 3,780,499 14 $ 3,329,742 13 6(23) $ 8.67 $ 7.43 $ 8.66 $ 7.41

Operating Revenue Operating Costs Gross Profit Operating Expenses Sales and marketing expenses General and administrative expenses Research and development expenses Total operating expenses Operating Profit Non-operating Income and Expenses Other income Other gains and losses Finance costs Share of gain (loss) of associates and joint ventures accounted for under equity method Total non-operating income and expenses Profit before Income Tax Income tax expense Profit for the Year Other Comprehensive Income Foreign exchange translation differences for foreign operations Unrealized (loss) gain on available-for-sale financial assets Actuarial (loss) gain on defined benefit plan Income tax on other comprehensive income Other Comprehensive Income for the Year Total Comprehensive Income Net Profit attributable to: Owners of parent Comprehensive Income attributable to: Owners of parent Earnings Per Share Basic earnings per share Diluted earnings per share

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 12, 2015.

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TRANSCEND INFORMATION, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of New Taiwan Dollars)

For the year ended December 31, 2013 Balance at January 1, 2013 Appropriations of 2012 earnings Legal reserve Cash dividends Change in capital reserve Cash distribution of capital reserve Net income for the year Other comprehensive income for the year Balance at December 31, 2013 For the year ended December 31, 2014 Balance at January 1, 2014 Appropriations of 2013 earnings Legal reserve Cash dividends Net income for the year Other comprehensive income (loss) for the year Balance at December 31, 2014	Notes							Equityattributabl	e t	o owners of theparent	o owners of theparent			Total equity
			Common stock			Capital Reserves				Retaine	d Earnings	Other equityinterest
				Additional paid-in capital		Capital surplus, donated assets received		Capital surplus, net assets from merger		Legal reserve	Unappropriated retained earnings	Currency translation differences of foreign operations	Unrealized gain or loss on available-for-sale financial assets
	6(15) 6(17) 6(15) 6(17)		$ 4,307,617 - - - - - $ 4,307,617 $ 4,307,617 - - - - $4,307,617	$ 4,975,222 - - ( 215,381 ) - - $ 4,759,841 $ 4,759,841 - - - - $4,759,841		$ 4,106 - - - - - $ 4,106 $ 4,106 - - - - $ 4,106		$ 35,128 - - - - - $ 35,128 $ 35,128 - - - - $ 35,128		$ 2,448,801 284,538 - - - - $ 2,733,339 $ 2,733,339 319,896 - - - $ 3,053,235	$ 7,639,812 ( 284,538 ) ( 2,584,571 ) - 3,198,957 5,387 $ 7,975,047 $ 7,975,047 ( 319,896 ) ( 2,886,103 ) 3,735,205 ( 86 ) $ 8,504,167	($ 95,549 ) - - - - 123,313 $ 27,764 $ 27,764 - - - 77,163 $ 104,927	($ 20,718 ) - - - - 2,085 ($ 18,633 ) ($ 18,633 ) - - - ( 31,783 ) ($ 50,416 )	$ 19,294,419 - ( 2,584,571 ) ( 215,381 ) 3,198,957 130,785 $ 19,824,209 $ 19,824,209 - ( 2,886,103 ) 3,735,205 45,294 $20,718,605

The accompanying notes are an integral part of these consolidated financial statements. See report of independent accountants dated March 12, 2015.

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TRANSCEND INFORMATION, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Consolidated profit before tax for the year Adjustments to reconcile profit before tax to net cash provided by operating activities: Income and expenses having no effect on cash flows Net gains on financial assets at fair value through profit or loss Gain on disposal of financial assets Share of (gain) loss of associates and joint ventures accounted for using equity method Provision for bad debt expense Loss (gain) on market price decline (recovery) of inventory Depreciation expense Interest income Interest expense Dividend income Loss (gain) on disposal of property, plant and equipment Changes in assets/liabilities relating to operating activities Net changes in assets relating to operating activities Net gain on financial assets at fair value through profit or loss Notes and accounts receivable Other receivables Inventories Other current assets Net changes in liabilities relating to operating activities Notes and accounts payable Other payables Other current liabilities Other non-current liabilities Cash generated from operations Cash dividends received Interest received Interest paid Income tax paid Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Disposal of bond investments without active markets Acquisition of bond investments without active markets Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Increase in investments accounted for using equity method Increase in other non-current assets Net cash (used in) provided by investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term borrowings Payment of cash dividends Net cash used in financing activities Effect of foreign exchange rate changes (Decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

Year ended December 31 Notes 2014 2013 $ 4,400,954 $ 3,738,144 6(2)(20) ( 53,545 ) ( 29,979 ) 6(3)(20) ( 13,023 ) ( 112,397 ) 6(7) ( 8,330 ) 30,403 6(4) 13,200 14,900 6(5) 50,009 ( 9,668 ) 6(21) 236,547 238,147 6(19) ( 176,359 ) ( 115,182 ) 8,209 - 6(20) ( 13,781 ) ( 15,074 ) 6(20) 1,800 ( 1,916 ) - 29,979 ( 270,451 ) ( 160,225 ) ( 23,247 ) 39,086 ( 1,339,057 ) 1,156,059 ( 8,204 ) 1,708 560,124 ( 610,339 ) 81,242 ( 67,664 ) 10,050 10,436 4,756 ( 5,131 ) 3,460,894 4,131,287 13,781 15,074 170,818 99,849 ( 8,209 ) ( 6,728 ) ( 525,162 ) ( 498,742 ) 3,112,122 3,740,740 364,425 388,276 ( 862,978 ) - 6(8) ( 23,399 ) ( 54,858 ) 6(8) 9,939 7,780 6(7) ( 103,008 ) - ( 70,658 ) ( 6,402 ) ( 685,679 ) 334,796 343,560 447,390 6(15) ( 2,886,103 ) ( 2,799,952 ) ( 2,542,543 ) ( 2,352,562 ) 41,939 44,288 ( 74,161 ) 1,767,262 11,639,505 9,872,243 $ 11,565,344 $ 11,639,505

The accompanying notes are an integral part of these separate financial statements. See report of independent accountants dated March 12, 2014.

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Attachment V

TRANSCEND INFORMATION INC.

COMPARISON TABLE FOR THE “PROCEDURES FOR ELECTION OF DIRECTOR

After the revision	Before the revision	Explanation
Article 1：Elections of directors shall be conducted in accordance with these Procedures. Elections of both directors (including independent directors) at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act.This Corporation shall review the qualifications, education, working experience, background, and the existence of any other matters set forth in Article 30 of the Company Act with respect	Article 1：The directors of this Company shall be elected in accordance with the rules specified herein and all directors (including independent directors) shall be elected by adopting the candidate nomination system specified in Article 192-1 of the Company Act.	The Company proposes to amend the “Procedures for Election of Directors” to comply with amendment to “Sample Template for XXX Co., Ltd. Procedures for Election of Directors and Supervisors”.
to nominee directors and may not arbitrarily
add requirements for documentation of other qualifications. It shall further provide the results of the review to shareholders for their reference, so that qualified directors will be elected.
Article 9：The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, shall be announced by the chair on the site. The ballots for the election referred to in the preceding paragraph shall be sealed with	Article 9：The ballots should be calculated during the meeting right after the vote casting and the results of the election should be announced by the Chairman at the meeting. (new)	The Company proposes to amend the “Procedures for Election of Directors” to comply with amendment to “Sample Template for XXX Co., Ltd. Procedures for Election of Directors and Supervisors”.
the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation .

• 26 -

Attachment VI

TRANSCEND INFORMATION INC.

THE NOMINATION LIST OF DIRECTORS

(NON-INDEPENDENT DIRECTORS)

Name	Education	Experience	Presentposition	Shares
SHU, CHUNG-WAN	Department of Electrical Engineering, National Cheng Kung University	Project Manager of Hewlett-Packard Development Company, L.P.	■Chief Executive Officer: - Transcend Information. Inc. ■Chairman of the board of directors: - Taiwan IC Packaging Corporation ■Director: - C-TECH Corporation - Transcend Information Inc. - Transcend Information Trading GmbH Hamburg ■Representative juristic person - Hitron Technologies Inc. - WK Technology Fund VI Ltd. - WK Technology Fund VII Ltd. - WK Technology Fund VIII Ltd. ■Supervisor - Wan An Technology Inc. ■President - Transcend Information TradingGmbH Hamburg	6,723,453
SHU, CHUNG-CHENG	Department of Civil Engineering, National Taipei Institute of Technology	None	■President - Transcend Information. Inc. - Transcend Korea Ltd. ■Chairman of the board of directors: - C-TECH Corporation - Cheng Chuan Technology Development Inc. - Shu Min Investment Inc. ■Executive director - Taiwan IC Packaging	6,072,098

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Name	Education	Experience	Presentposition	Shares
			Corporation (Representative juristic person) ■Director: - Wan An Technology Inc. - Won Chin Investment Inc. - Wan Min Investment Inc. - Wan Chuan Investment Inc. - Transcend Information (Shanghai).,Ltd - Saffire Investment Ltd. - Memhiro Pte. Ltd. - Transcend Japan Inc - Transcend Korea Ltd. - Transcend (H.K.) Limited - Transtech Trading(Shanghai) Co. Ltd. -Supreme Electronics Co., Ltd. ■Representative juristic person - Taiwan IC Packaging Corporation
TSENG, CHUNG-HO	Institute of Mechanical and Electromechanical Engineering, National SunYat-Sen University	Vice President of Transcend Information. Inc.	President of Taiwan IC Packaging Corporation	0
CHUI, LI-CHU	Department of French, TamkangUniversity	None	Supervisor of Won Chin Investment Inc.	0
Hsu, Chia-Hsian	Department of Automatic Control Engineering, Feng Chia University	President of China area of Transcend Information Inc.	None	834,244
Chiu, Chih-Heng	Department of Electronic Engineering, National Taipei Institute of Technology	■Vice President of Transcend ■Supervisor of Transcend Japan Inc.	Director of C-TECH Corporation	162,572
(INDEPENDENT DIRECTORS)
Name	Education	Experience	Presentposition	Shares
WANG, YI-HSIN	Ph.D, Accounting Universityof Kentucky	■Professor of Department of Accounting,National Taipei	■Director of First Financial HoldingCo. Ltd.	0

• 28 -

Name	Education	Experience	Presentposition	Shares
		University ■Chairperson of Accounting Research and Development Foundation ■Chairperson of the Institute of Internal Auditors, ROC ■Review Committee of IFRS of Accounting Research and Development Foundation ■Library Curator and Vice President of National Taipei University ■Professor of Department of Accounting, National Chung HsingUniversity	■Independent Director of Bestcom Infotech Corp.
CHEN, YI-LIANG	■Master of Business Administration, University of California at Los Angeles ■Department of Business Administration, National ChengChi University	■President of Symphox Information Co., Ltd. ■President of China area of Hewlett-Packard Development Company, L.P. ■CFO of China area of Hewlett-Packard Development Company, L.P. ■Business Development President of Asia area of Hewlett-Packard Development Company, L.P. ■Financial Vice President of Taiwan area of Hewlett-Packard Development Company, L.P. ■Finance manager of Taiwan area and Sales manager of southern area of Hewlett-Packard Development Company, L.P. ■Independent of Director of Nano-OpCo.,Ltd.	■Director of Homeyen Networks. Co., Ltd. ■Director of Tai Hwa Oil Industrial Co., Ltd. ■Independent Director of Lextar Electronics Corporation	0
CHEN,	Department of Business	■Global Executive Vice	■Senior Consultant of Head	0

• 29 -

Name	Education	Experience	Presentposition	Shares
LO-MIN	Administration, National ChengChi University	President and International Chief Operating Officer of Diebold Inc. ■President of Asia area of Diebold Inc. ■President of Great China Business division of Royal Philips ■President of China of NCR China Co., Ltd. ■Vice President of Taiwan branch of NCR Corp.	office of Oki Electric Industry Co., Ltd.

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