TXC — AGM Information 2016

Jun 20, 2016

TXC Corporation

2016 Annual Shareholders' Meeting Procedure

I. Call Meeting to Order

• II. Chairman's Address

• III. Discussion Matters (1)

• IV. Report Matters

• V. Recognition Matters

• VI. Election Matters

• VII. Discussion Matters (2)

VIII. Special Motions

• IX. Meeting Adjourned

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TXC Corporation

2016 Shareholders' Meeting Agenda

1. Time: 9:30 a.m., June 7, 2016 (Tuesday)

2. Place: No. 4 Pingzhen Industrial Park 6th Rd., Pingzhen City, Taoyuan City (Meeting Room)

3. Call meeting to order

4. Chairman's Address

5. Discussion Matters(1)

(1) Amendments to Constitution of the Company

6. Report Matters:

(1) Report on 2015 business report

(2) Report on audit committee’s review of 2015 financial report

(3)Report on distributions of remunerations for directors and employees

7. Recognition Matters:

(1) 2015 business report and financial statements

(2) Proposal for distribution of 2015 profits

8. Election Matters

(1)Proposal of re-election of directors

9. Discussion Matters(2)

(1) Removing the restriction of non-compete agreement of directors

10. Special Motions

11. Meeting Adjourned

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Discussion Matters(1)

Discussion Matter 1 Proposed by Board of Directors

Subject: Proposing amendment to the Constitution of the Company Description:

1. Amending part of the Constitution of the Company for provisions of related to the remuneration for employees and the distribution of remuneration for directors pursuant to Clause 235, Clause 235 – 1 and Clause 240 of Company Act

2. Appended is the Contrast between the existing and amended Constitution

3. Kindly approve the proposal.

Resolution:

Report Matters

Report matter (1)

Subject: 2015 Business updated report

Description:

1. The company's 2014 consolidated revenue was NT$9,265,656 thousand, an decrease of 2.74% over the last year. Net income was NT$ 938,203 thousand, an decrease of 5.72% over the last year.

2. Business report and related financial statements are in Attachments (2) and (4) of this Agenda.

3. It is forecast that the 2016 performance, after adjustment of strategy and rolling out of new product, will see breakthrough in revenue and profit.

Report matter (2)

Subject: audit committee’s review of 2015 financial reports Description:

1. Matters regarding the board of director passage and audit committee review of the Company's 2015 financial report and audit report submission of which the financial reports were audited by independent auditors Mr. Gong Shuang-xiong and Mr. Wong Bo-ren of Deloitte & Touche CPA firm Taiwan.

2. Request audit committee to read audit report and see Attachment (3) in Agenda.

Report matter (3)

Subject: 2015 distributions of remunerations for directors and employees

Description:

1. The 2015 before tax profit after deducting remuneration to directors and to employees is NT$1,156,600,326 and remuneration to directors is 1.5%, pursuant to Article 19 of Articles of Association and the Ration as specified in Annual Plan and the amount is NT$17,349,005 and the remuneration to employee is 9% and the amount is NT$104,094,029 and they are distributed in cash. The employees eligible to the employee’s remuneration include the full time employees of parent company and subsidiary.

2. They are no different from the expenses acknowledge in 2015.

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Recognition Matters

Recognition matter (1) Proposed by Board of Directors

Subject: Please accept the 2015 Business Report and Financial Statements Description:

1. See Attachments (2) and (4) of the Agenda for the prepared 2015 business report and financial statements.

2. The above consolidated financial statements including balance sheet, income statement, statement of changes in shareholders' equity, cash flow statement and business report passed by resolution of the board of directions and submitted for audit committee review. The financial statements were audited by independent auditors Mr. Gong Shuang-xiong and Mr. Wong Bo-ren of Deloitte Taiwan.

3. Please accept the aforementioned.

Resolution:

Recognition matter (2) Proposed by Board of Directors

Subject: To approve the distribution of 2015 profits Description:

1. Net profits for 2015 were NT$938,203,082. After the legal reserve was allocated according to law and the undistributed profit at the beginning of the year was added, the profit available for distribution is NT$2,566,114,069. In consideration of capital utilization and to avoid capital inflation, a shareholder dividend issue of NT$774,392,600 (NT$2.5 cash dividend) is proposed. After distribution, the undistributed profit will be NT$1,791,721,469.

2. According to distribution ratio, cash dividend was calculated up to dollar. Total amount of undistributed fractional shares would be accounted as other non-operating revenue.

3. If there is a change in the payout ratio due to the number of outstanding shares being affected by subsequent convertible bond conversion into common shares, restricted stock awards, buyback of company shares or transfer, cancellation of treasury stock or capital increase by cash, a proposal shall be made at the shareholders' meeting to authorize the board of directors to handle related matters.

4. The profit distribution table is listed below. Please approve.

Resolution:

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Profit distribution for 2015

unit ： NTD

Item	Amount	Amount
	Sub-total	Sum
Beginning period undistributed profits	(774,392,600)	1,737,461,556 (58,203) (15,645,058) __ 1,721,731,295 938,203,082 (93,820,308) __ 2,566,114,069 (774,392,600) __ 1,791,721,469
Disposal or cancellation for debit retained earning
Actuarial gains and losses for retained earnings. Adjusted undistributed profits Net profit after tax for this year Appropriate legal reserve (10%) Profits available for distribution Shareholder bonus—cash ($2.5per share) End period of undistributed profits

Note: (1) Allocation of 2015 undistributed profit shall be given priority for the above profit distribution.

Chairman: Paul Lin Manager: Peter Lin Accounting Supervisor: Hong Guan-wen

Resolution:

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Election Matter

Election Matter (1) Proposed by Board of Directors

Subject: Re-election of directors Description:

1. The term of directors of the Company is expiring on June 18, 2016 and it is required to re-elect tot ally pursuant to Clause 195 of Company Ac t.

2. Following the provision of Articles of Association of the Company, there shall be 11 directors elected in this election (incl. 4 independent directors). The election system is Candidates Nomination System and shareholders shall elect directors from the list of candidates and they are for a term of 3 years, between June 7 2016 and June 6, 2019. List of Candidate for Director Election (including independent directors) has been reviewed by and passed resolution in Board Meeting of the Company, and shareholders shall elect the directors for next term from the list of candidates.

3. List of Candidates for Directors (including Independent Directors) is given below.

4. Please elect director from the list.

Candidate **Type **	Candidate Name	Educational background	Experience	Holding (Unit : shares)
Director	Lin, Jin Bao	MBA, West Texas A&M	Chairman of TXC Corporation	6,056,263
		University, USA
Director	Hsu, Der-Jun	Kei-Nan Institute of	Vice Chairman of TXC Corporation	4,535,448
		Technology andBusiness
Director	Lin,	Master in Management,	Director and President of TXC	5,097,722
	Wan-Shing	Taipei Science and	Corporation
		TechnologicalUniversity
Director	Chen Chueh,	Master in Management,	Director and Vice President of TXC	282,212
	Shang-Hsin	Zhejiang University	Corporation
Director	Go,	Electronics Dept, Taipei	Director of TXC Corporation	838,608
	Tien-Chong	Institute
Director	TLC Capital	None	Director of TXC Corporation	1,977,991
	Co.,LTD
Director	Golden Talent	None	None	240,000
	Investment Holding co.,
	Limited
Independent	Yu, Shang-Wu	Ph.D.,Birmingham	Independent Director of TXC	0
Director		University	Corporation
			Director of business and
			management college of Jinwen
			University ofScience andTechnology
Independent	Cai, Song-Qi	Finance and Accounting	Independent Director of TXC	0
Director		Department of Shanghai	Corporation
		University	Certified accountant and Executive
			Directorof KMPGTaiwan
Independent	Su Yan-Syue	Master in Industrial	CIO of Pegatron corporation	0
Director		Management of Carnegie
		MellonUniversity, USA
Independent	Wang Chuan -Fen	Master in Law of	Partner of Chen & Lin law firm	0
Director		Columbia University, USA

(Note: holding till 04/09/2016)

Result of Election:

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Discussion Matters(2)

Discussion Matter 1 Proposed by Board of Directors

Subject: Removing the restriction of non-compete agreement of directors Description:

1. Pursuant to Article 209 of the Company Act, “a director engaging, either for himself or on behalf of another person that are within the scope of the company's business, shall explain to the meeting of shareholders the essential details of such activities and secure its approval.”

2. It is proposed the shareholders' meeting remove the restriction of non-compete agreement of new directors.

3. For concurrent post of new director, please refer to handbook of shareholders’ meeting (Attachment 8).

4. Please approve.

Resolution:

Special Motions

Meeting Adjourned

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Attachment 1

Articles Contrast of Constitution before and after proposed amendment

Article #		Articles after amendment	Existing articles	Cause of Amendment
Article 19		When profit exists in a year, the Company shall appropriate 3% of the profit as remuneration to employees which shall be distributed in stocks or in cash under resolution of Board Meeting and the employees eligible for the distribution shall include employees of subsidiaries meeting certain conditions. Board Meeting shall appropriate 2% or less of the above profit as remuneration to the directors. Proposal of Distribution of Remuneration to employees and to directors shall be submitted to Shareholders meeting, however, when the company is with accumulated loss, an amount shall be reserved firstly before distributing in the percentage as stated above.	When earning exists in the General Closing of the Company, tax shall be appropriated and previous loss shall be made up and ten % of the balance shall be appropriated as Legal Earning Surplus; however, when the accumulated legal earning surplus reached total paid up capital of the Company, this shall not apply. Also appropriate or reverse as special earning surplus. Then no more than 2% of the balance shall be appropriated as remuneration to directors and no less than 3% of the balance shall be appropriated as remuneration to employees. And the balance, together with previous accumulated undistributed earnings shall be distributed as dividend for shareholders with the resolution of Shareholders Meeting, after providing proper amount, subject to business operation. Employees eligible for distribution of stock dividend may include employees of subsidiary meeting certain conditions, which Board of Direct ors is authorized to establish the conditions.	Following amendment of Clause 235, Clause 235-1 and Clause 240, part of the content of original Article 19 of Articles of Association is amended to be part of Article 20.
Article		When earning exists in annual general closing of the Company, other than	The Company is presently in an	Following

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Article #		Articles after amendment		Existing articles	Cause of Amendment
20		appropriating tax and dues as required under law, shall make up loss firstly, then appropriate 10% of the balance as legal earning surplus. However, when the legal earnings surplus reached amount paid up capital, such appropriation may be exempted. Thereafter, following the requirements under law or business needs, shall appropriate or reverse special earnings surplus. When there is still existed with earnings, , together with accumulated undistributed earnings, the Board of Director shall come up with earnings distribution proposal and submit to Shareholders Meeting for resolution of dividend distribution. The policy of dividend distribution shall consider the present and future investment environment, funds needed, domestic and local competition conditions and capital budget and other factors, and shall also consider the interests of shareholders and long term financial planning of the Company. From the distributable earnings, the Company shall distribute each year stock interests and / or dividend. The shareholder interests and dividend may be distributed in cash and stock. The cash dividend shall not be less than 20% of total dividend.		industry at growing stage. Considering the long term financial planning of the Company and satisfying the needs of cash inflow of shareholders, so the distribution of earnings shall be distributed as provided under Article 19 of the Articles of Association, after appropriating legal earning surplus, special earnings surplus, the distributable earnings.For them, the cash dividend to shareholders shall not be less than 20% of the total sum ofcash and stock dividends.	amendment of Clause 235, Clause 235-1 and Clause 240, part of the content of original Article 19 of Articles of Association is amended to be part of Article 20.
Article 22		This Articles of Association is established on Dec. 6, 1983. … The 32ndamendment was made on June 16, 2015 The 33rdamendment was made on June 7, 2016		This Articles of Association is established on Dec. 6, 1983. … The 32ndamendment was made on June 16, 2015	Listing the date of amendment.

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Attachment 2

TXC Corp.

Annual Business Report for 2015

The results of operation of 2015 have consolidated total operation revenue of NT$9.266 billion, or is 2.74% less than the same of 2015, and the budget accomplishing rate is 95.29%. After tax net profit is NT$938 million, or 5.72% less than the NT$995 million net after tax profit of last year and the budget accomplishing rate is 96.61%. The basic EPS is NT$3.03, slightly decreased from NT$3.21 EPS of previous year, or 5.61%. It is expected, with the strategy and organization adjustment, please rolling out of new products, there will be breakthrough in revenue and in net profit. As far as TXC Corp. is concerned, with our continuous innovation, effective distribution of resources and re-screening of targets, as well as change in concept, we are confident in our future growth. Driven by determination to grow and challenge by competition, we would explain the operation results of 2015 and operation plan of 2016 briefly as the following:

I. 2015 Operation Results

1. Combined revenue and after-tax profit Unit: NT$1,000

Items Year	2015	2014	Growth amount	Growth rate
Net revenue	9,265,656	9,526,243	(260,587)	(2.74%)
Gross Profit	2,235,175	2,331,149	(95,974)	(4.12%)
After-tax profit （loss）	938,203	995,174	(56,971)	(5.72%)

Combined statement of income and Profitability

	Year	2015	2014
Financial structure (%)	Debt/assets ratio	31.07%	34.71%
	Long-term capital/fixed asset ratio	265.53%	210.14%
Debt-paying ability (%)	Current ratio	248.91%	279.63%
	Quick ratio	201.84%	215.62%
Profitability (%)	Return on assets	6.67%	7.77%
	Return on equity	9.56%	11.56%
	Earnings per share（NT$）	3.03	3.21

2. Budget Execution:

In 2015, we set up internal budgeted target only without make public of the financial estimates. The overall turnover and profit were affected by changes in industries and market competition, and they resulted to achieving the operation target of more than 95%.

3. Research and Development

In R & D, other than existing continuous improvement in technology of quarts products, we

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are also rolling out new products in accordance with Technical Map. The following are the major ones: Anti-Magnetic Interference Tri-Axis Electronic Compass, Vehicle Mounted Temperature Compensating Control Quartz Oscillator (ACAP TCXO) Vehicle Mounted Temperature Sensing Quarts Crystal (ACAP TSX) New Generation Micro 3-in-1 Photo Sensor (Sensor), Miniature Constant Temperature Control Quartz Crystal Oscillator (ACAP CXO). With the market effectiveness of the above new products, the growth and profit of the Company will be greatly contributed.

1. Results of execution of other Projects

   • (1) Green Enterprise

     • In addition to continuous proceeding of ISO 14001 Environment Management System, Greenhouse Gas Inventory (ISO 14064-1), product Carbon Foot-Print (PAS 2050), the Company has won Excellent Governance Model Award in “Forum for Building Green Enterprise with Standards” as held by BSI in 2015. The Company has also involved in various low carbon activities, such as participating in garden party of Child Welfare Alliance and Spring Beach cleaning Activity of Taoyuan City, Shimenshan Hiking and Shihtoushan Hiking to dedicate in our corporate social responsibility

2. (2) Occupation Safety and Health

3. In order to protect safety of labor, under the guidance of Occupation Safety & health Committee and Labor Agreement, in addition to promoting OHSAS 18001 Occupation Health and Safety Management System Certification and passed CNS 15506 Taiwan Occupation Safety & Health Management System Certification, TXC Corp. received 3 years approval of Business Unit Occupation Safety and Health Management System Performance Approval of Department of Labor in 2015. In the Company, we have held many sessions if No-Smoking Activities, Parenthood Education, and Stress Release Seminar of Tradition Chinese Medicine. The Company has banned smoking in 2015 totally, which is an effort to protect the health of employees. By applying the subsidy of Department of Labor, we helped employees in Works and Living Balancing Plan and held Sunshine Seed Learner Training Program to promote the ability of detecting and caring skills. For the traffic injury events outside of the plant, the Company provides also timely assistance and practical care. In future, this kind of safe working environment will be established to provide employees with the best possible safety protection.

   • (3) System Certification

     • In respect of maintenance of various operation system, in 2015, TXC continued in seeking certification of ISO 9001 Quality Management System, Automotive Industry Quality Management System (ISO/TS 16949) Environment Management System (ISO 14001), Taiwan Occupation Health Management System (CNS 15506Information Safety Management System (ISO/IEC27001), Supply Chain Safety Management System (ISO 28000), Hazardous Substance Process Management System (IECQ QC 080000:2012), Occupational Safety & Health Management System (OHSAS 18001:2007) and Occupation Safety & Health Performance Approval. Together with ISO 14064-1: 2006 Greenhouse Gas Verification, Product Carbon Footprint Verification (PAS 2050: 2011) and Product Carbon Neutralization (PAS 2060:2000, BB series). Overall, through effort of many years, we have reached international level in most of the management systems. We will endeavor to ensure the effective operation of all the systems to satisfy and exceed the requirements of customers.

   • (4) Corporate Governance and Enterprise Responsibility

4. Staying firm with the concept of Footing in Education, we continuous provide environmental supplies and equipments as well as funds in environmental protection and in physical educations, and total 13 elementary schools have been benefitted from our programs. Our effort has won the award of No. 8 of Commonwealth Citizen Award Excellent Enterprise,

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A++ in 12[th] Information Disclosure Assessment, 1[st] Company Governance Assessment of Taiwan Securities Exchange and won top 20% honor. Apparently, TXC has been very good in corporate governance and in performing corporate social responsibility.

• II. Brief of the 2016 Operation Plan

• Management Directions and Major Policy

• (1) Actively promoting Industry 4.0 Upgrade Plan: Through the guidance and support of IBM, TXC will continue in promoting many projects to be data based and target in intellectual upgrading and keeping on promoting the production effectiveness of production line, control the heartbeat of the market and the requirements of customers.

• (2) Expansion of Production Line

• In order to increase production efficiency and competition edge, TXC will expand production line of TCXO and Sensor in Pingzhen Plant to satisfy the increased market demand. Also, from Sept. 2015, the LED Division was divided to form TXC Optec, and it will continue to expand Paternized Substrate production scale and upgrade process capacity. It is expected, through independent operation, it will gain scale economy effectiveness and therefore market competition capacity.

• (3) Plunging into Sensing Element Market Following marching into 3-in-1 Sensing Element, the Company will continue in development of more sensing element, including e-compass, accelerometer, gyro-sensor, magnetometer and similar anti-magnetic sensing element, and will commence in the R& D of gas sensing element that can detect PM 2.5 to cut into intelligent phone set, tablet device, wearing devices and intelligent appliance market.

• (4) Organization Engineering of R & D and Sales Units

• In order to control the market and deep cultivation of technology in added path, the Company has employed newly CTO and Market Superintendent to brome the Company to further bring the company to cultivate the market and speed up internationalization of the Company with the experience in development and in marketing.

• (5) Corporate Governance

• To echo with the Corporate Governance Assessment System of Taiwan Securities Exchange, the Company will continue to improve and optimize the governance level of the Company to shape the corporate governance culture so that the Company can meet and exceed the expectation of competent agency on public listed company. In the meantime, the Company will continue to comply with the requirements of CR14.0 and AA 1000 and disclose the activities of the company in the Enterprise Social Responsibility Report and fully disclose operation information and the results of fulfilling social responsibility.

• Expected Sales and Basis

• In the attitude of prudent and conservative, the Company will still plan for increase capacity for new product and optimize product process, in addition to maintain supply and services for existing customers. Furthermore, since the Company has gradually win the certification and acknowledgement of customers in the part of automotive industry products and high end precision products, it is expected that the contribution to revenue of vehicle and high end precision and new products will maintain growing. The Company also emphasizes on miniature, high frequency, low power consuming precision products, and the quality of products in this field is generally gaining the reliance of customers. Under efficient management of customer relationship and product diversification, it is expected that the consolidated sales volume will be more than 3 billion units in 2016 and taking global market share of 10%. We should be staying as one of top 5 manufacturers in global quartz industry.

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2015 is already the past and in meeting the challenges and competition of future, we will be more practical in inspecting our management and operation actions and the same will be applied on the organization to be rapid and active echoing the industry and the economy. We will be more proactive in presenting our applied products to serve our customers. The opportunity of growth is rooted in our attitude and we cannot afford to accept the change of the circumstances. We believe that through adjustment of organization, re-combining of products and upgrade of services, we will be achieving the reemergence of manufacturing directing to Industry 4.0. We are faithful on our future growth. What we need to do is to do stead of talk. We will present the result to show our resolution to demonstrate to all equity concerned.

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INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders TXC Corporation

We have audited the accompanying consolidated balance sheets of TXC Corporation (the “Company”) and its subsidiaries (collectively referred to as the “Group”) as of December 31, 2015 and 2014, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2015 and 2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2015 and 2014, and their consolidated financial performance and their consolidated cash flows for the years ended December 31, 2015 and 2014, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed by the Financial Supervisory Commission of the Republic of China.

March 29, 2016

Notice to Readers

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

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

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TXC CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2015 AND 2014

(In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Note 4) Financial assets at fair value through profit or loss - current (Note 7) Available-for-sale financial assets - current (Note 8) Held-to-maturity financial assets - current (Note 9) Notes receivable (Note 12) Accounts receivable (Note 12) Receivables from related parties (Notes 12 and 32) Other receivables (Note 12) Other receivables from related parties (Notes 12 and 32) Inventories (Note 13) Prepayments Prepaid rental (Note 18) Other financial assets - current (Note 11) Other current assets - other (Note 19) Total current assets NONCURRENT ASSETS Available-for-sale financial assets - noncurrent (Note 8) Held-to-maturity financial assets (Note 9) Financial assets carried at cost (Note 10) Investments accounted for using equity method (Note 14) Property, plant and equipment (Note 16) Investment properties (Note 17) Deferred income tax assets (Note 27) Prepayment for equipment Refundable deposits (Note 29) Long-term prepaid rent (Note 18) Other noncurrent assets (Note 19) Total noncurrent assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term loans (Note 20) Financial liabilities at fair value through profit or loss - current (Note 7) Accounts payable (Note 22) Accounts payables to related parties (Notes 22 and 32) Other payables (Note 23) Other payables to related parties (Note 32) Current tax liabilities (Note 27) Current portion of bonds payable and long-term bank loans (Notes 20 and 21) Other current liabilities (Note 23) Total current liabilities NONCURRENT LIABILITIES Bonds payable (Note 21) Long-term bank loans (Note 20) Deferred income tax liabilities (Note 27) Accrued pension cost (Note 24) Guarantee deposits received (Note 23) Total noncurrent liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT Capital stock (Note 25) Common stock Capital surplus Retained earnings Appropriated as legal capital reserve Appropriated as special capital reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating foreign operations Unrealized loss on available-for-sale financial assets Total other equity Total equity attributable to owners of the parent Total equity TOTAL		2015 Amount % $ 2,727,944 18 1,122,680 7 - - 47,840 - 46,422 - 2,873,093 19 4,910 - 96,159 1 646 - 1,534,026 10 21,926 - 2,637 - 32,825 - 62,699 - 8,573,807 55 1,870,976 12 50,280 - 115,520 1 65,032 - 4,570,352 29 67,412 1 25,718 - 83,859 1 6,020 - 113,887 1 37,552 - 7,006,608 45 $ 15,580,415 100 $ 252,283 2 4,978 - 1,110,954 7 1,503 - 624,052 4 1,364 - 57,983 - 1,349,855 9 41,582 - 3,444,554 22 - - 1,165,625 8 129,115 1 46,607 - 55,268 - 1,396,615 9 4,841,169 31 3,097,570 20 1,662,181 11 1,057,381 7 222,793 1 2,659,935 17 3,940,109 25 249,121 2 1,790,265 11 2,039,386 13 10,739,246 69 10,739,246 69 $ 15,580,415 100		2014
				Amount % $ 1,768,404 13 1,149,004 9 20,800 - - - 42,961 - 2,918,461 21 6,870 - 59,122 1 628 - 1,657,491 12 17,057 - 2,564 - 53,244 - 109,962 1 7,806,568 57 44,510 - 47,840 - 111,998 1 64,335 1 5,153,830 38 55,173 1 29,489 - 50,635 - 11,961 - 119,352 1 126,556 1 5,815,679 43 $ 13,622,247 100 $ 425,585 3 15,352 - 1,068,131 8 321 - 606,921 4 1,139 - 73,576 1 538,300 4 62,449 1 2,791,774 21 782,139 6 944,025 7 138,976 1 39,891 - 30,866 - 1,935,897 14 4,727,671 35 3,097,570 23 1,662,181 12 957,864 7 222,793 2 2,611,372 19 3,792,029 28 341,996 2 800 - 342,796 2 8,894,576 65 8,894,576 65 $ 13,622,247 100

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

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TXC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

SALES COST OF GOODS SOLD (Note 26) GROSS PROFIT OPERATING EXPENSES (Note 26) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses INCOME FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Note 26) Other gains and losses (Note 26) Finance costs (Note 26) Share of profits of associates and joint venture (Note 14) Total non-operating income and expenses INCOME BEFORE INCOME TAX INCOME TAX EXPENSE (Note 27) NET INCOME OTHER COMPREHENSIVE INCOME (LOSS) Item that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Income tax related to actuarial defined benefits		2015 Amount % $ 9,265,656 100 (7,030,481) (76) 2,235,175 24 497,711 5 373,594 4 455,535 5 1,326,840 14 908,335 10 79,237 1 133,547 1 (43,324) - 9,815 - 179,275 2 1,087,610 12 (149,407) (2) 938,203 10 (18,849) - 3,204 - (15,645) -		2014
				Amount % $ 9,526,243 100 (7,195,094) (75) 2,331,149 25 517,442 5 374,002 4 435,683 5 1,327,127 14 1,004,022 11 95,433 1 73,985 1 (46,989) (1) 19,304 - 141,733 1 1,145,755 12 (150,581) (2) 995,174 10 (13,826) - 2,350 - (11,476) - (Continued)

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TXC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

Item that maybe reclassified subsequently to profit or loss: Share of the other comprehensive income of associates accounted for using the equity method Exchange differences arising on translation of foreign operations Unrealized loss on available-for-sale financial assets Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 28) Basic Diluted		2015 Amount % $ 1,060 - (93,862) (1) 1,789,392 19 1,680,945 18 $ 2,619,148 28 $ 3.03 $ 2.86		2014
				Amount % $ - - 266,660 3 800 - 255,984 3 $ 1,251,158 13 $ 3.21 $ 3.04

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

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TXC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

BALANCE, JANUARY 1, 2014 Appropriation of 2013 earnings Legal reserve Cash dividends distributed by subsidiaries Net income for the for the year ended December 31, 2014 Other comprehensive income for the for the year ended December 31, 2014, net of income tax Total comprehensive income for the for the year ended December 31, 2014 BALANCE AT DECEMBER 31, 2014 Appropriation of 2014 earnings Legal reserve Cash dividends distributed by subsidiaries Net income for the year ended December 31, 2015 Other comprehensive income for the year ended December 31, 2015, net of income tax Total comprehensive income for the year ended December 31, 2015 Acquisition of disposal treasury stock BALANCE AT DECEMBER 31, 2015				Equity Attributable to Owners of the Parent	Equity Attributable to Owners of the Parent		Others Foreign Currency Unrealized Gain (Loss) from Available- Translation Reserve for-sale Financial Assets $ 75,336 $ - - - - - - - 266,660 800 266,660 800 341,996 800 - - - - - - (92,875) 1,789,465 (92,875) 1,789,465 - - $ 249,121 $ 1,790,265	Total Equity $ 8,324,883 - (681,465) 995,174 255,984 1,251,158 8,894,576 - (774,393) 938,203 1,680,945 2,619,148 (85) $ 10,739,246
		Shares (In Thousands) 309,757 - - - - - 309,757 - - - - - - 309,757	Common Stock $ 3,097,570 - - - - - 3,097,570 - - - - - - $ 3,097,570	Capital Surplus $ 1,662,181 - - - - - 1,662,181 - - - - - - $ 1,662,181	Retained Earnings Legal Capital Reserve Special Capital Reserve Unappropriate d Earnings $ 864,348 $ 222,793 $ 2,402,655 93,516 - (93,516) - - (681,465) - - 995,174 - - (11,476) - - 983,698 957,864 222,793 2,611,372 99,517 - (99,517) - - (774,393) - - 938,203 - - (15,645) - - 922,558 - - (85) $ 1,057,381 $ 222,793 $ 2,659,935
							Foreign Currency Translation Reserve $ 75,336 - - - 266,660 266,660 341,996 - - - (92,875) (92,875) - $ 249,121
					Legal Capital Reserve $ 864,348 93,516 - - - - 957,864 99,517 - - - - - $ 1,057,381

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

18

TXC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Bad debt expense Depreciation expense Amortization expense Net gain on fair value change of financial assets and liabilities at fair value through profit or loss Finance costs Share of profits of associates and joint venture Interest income Impairment loss of financial assets Loss on valuation of inventories Impairment loss of property, plant and equipment Gain on disposal of investments accounted for using equity method Gain on disposal of property, plant and equipment Dividend income (Gain) loss on disposal of investment Changes in operating assets and liabilities: Financial asset held for trading Notes receivable Accounts receivables Receivables from related parties Other receivables Other receivables from related parties Inventories Prepayments Other current assets Accounts payable Accounts payable to related parties Other payables Other payables to related parties Other current liabilities Financial liabilities held or trading Accrued pension costs Cash generated from operations Interest paid Income taxes paid Net cash generated from operating activities	2015 $ 1,087,610 8,723 977,476 18,684 (52,314) 43,324 (9,815) (33,527) 10,210 12,125 440 (1,628) 12,245 (1,118) (3,286) 213,877 (3,357) 36,461 1,971 (35,323) (18) 111,567 (4,869) 47,263 42,823 1,182 16,894 225 (20,867) (15,300) (12,133) 2,449,545 (26,285) (172,192) 2,251,068	2014 $ 1,145,755 1,306 926,535 21,874 (37,489) 46,989 (19,304) (21,850) 47,569 20,528 10,219 (6,621) (3,611) (1,118) 27,324 (334,988) (22,552) (283,424) 2,561 23,535 76 (24,521) (8,750) (12,587) 181,504 144 11,023 112 15,481 - (8,098) 1,697,622 (29,248) (134,111) 1,534,263 (Continued)

19

TXC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of net gain or loss arising on financial assets classified as held for trading recognized originally Disposal of net loss arising on financial assets classified as held for trading recognized originally Purchase of investment accounted for using equity method Purchase of available-for-sale financial assets Disposal of available-for-sale financial assets Purchase of financial assets carried at cost Financial assets carried at cost Purchase of held-to-maturity financial assets Disposal of investment accounted for using equity method Payments for property, plant and equipment Disposal of property, plant and equipment Increase in refundable deposits Decrease in refundable deposits Increase in other financial assets Decrease in other financial assets Increase in other noncurrent assets Increase in prepayment for equipment Interest received Dividend received Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Decrease in short-term loans Proceeds from long-term borrowings Repayments of long-term borrowings Guarantee deposits received Payments of cash dividend Payments for transaction costs attributable to buy-back of ordinary shares Proceeds from reissuance of treasury stock Net cash used in financing activities EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	2015 $(1,272,720) 1,116,410 - (130,819) 154,104 (50,000) - (50,280) 6,101 (388,953) 3,462 - 5,941 - 20,419 (19,663) (33,224) 31,813 6,618 (600,791) (173,302) 1,150,000 (928,125) 24,402 (774,393) (806) 721 (701,503) 10,766	2014 $(4,366,187) 4,089,723 (65,000) (89,617) 122,468 - 7,917 - 70,824 (474,248) 34,967 (7,577) - (28,801) - (97,338) (38,621) 20,456 18,160 (802,874) (80,006) 450,000 (576,773) 1,448 (681,465) - - (886,796) 94,275 (Continued)

20

TXC CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR CASH AND CASH EQUIVALENTS, END OF YEAR	2015 $ 959,540 1,768,404 $ 2,727,944	2014 $ (61,132) 1,829,536 $ 1,768,404

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

21

INDEPENDENT AUDITORS’ REPORT

The Board of Directors and Stockholders TXC Corporation

We have audited the accompanying balance sheets of TXC Corporation as of December 31, 2015 and 2014, and the related statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2015 and 2014. These financial statements are the responsibility of TXC Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the Rules Governing the Audit of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those rules and 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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of TXC Corporation as of December 31, 2015 and 2014, and its financial performance and its cash flows for the years ended December 31, 2015 and 2014, in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

The accompanying schedules of major accounting items of TXC Corporation as of and for the year ended December 31, 2015 are presented for the purpose of additional analysis. Such schedules have been subjected to the auditing procedures described in the second paragraph. In our opinion, such schedules are consistent, in all material respects, with the financial statements required to in the first paragraph.

March 29, 2016

Notice to Readers

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

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

22

TXC CORPORATION

BALANCE SHEETS DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

ASSETS CURRENT ASSETS Cash and cash equivalents (Notes 4 and 6) Available-for-sale financial assets - current (Notes 4 and 8) Held-to-maturity financial assets - current (Notes 4, 5 and 9) Notes receivable (Notes 4, 5 and 12) Accounts receivable (Notes 4, 5 and 12) Receivables from related parties (Notes 4, 5, 12 and 29) Other receivables (Notes 4 and 12) Other receivables from related parties (Notes 4 and 29) Inventories (Notes 4 and 13) Other financial assets - current (Note 11) Other current assets - other Total current assets NONCURRENT ASSETS Available-for-sale financial assets - noncurrent (Notes 4 and 8) Held-to-maturity financial assets (Notes 4, 5 and 9) Financial assets carried at cost (Notes 4 and 10) Investments accounted for using equity method (Notes 4, 14 and 25) Property, plant and equipment (Notes 4 and 15) Investment properties (Notes 4 and 16) Deferred income tax assets (Notes 4, 5 and 23) Prepayment for equipment Refundable deposits (Notes 4 and 26) Other noncurrent assets Total noncurrent assets TOTAL LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term loans (Note 17) Financial liabilities at fair value through profit or loss - current (Notes 4 and 7) Accounts payable Accounts payables to related parties (Note 29) Other payables (Note 19) Other payables to related parties (Note 29) Current tax liabilities (Notes 4 and 23) Current portion of bonds payable and long-term bank loans (Notes 17 and 18) Other current liabilities (Note 19) Total current liabilities NONCURRENT LIABILITIES Bonds payable (Note 18) Long-term bank loans (Note 17) Deferred income tax liabilities (Notes 4 and 23) Accrued pension cost (Notes 4 and 20) Guarantee deposits received (Notes 4, 19 and 26) Total noncurrent liabilities Total liabilities EQUITY Capital stock (Note 21) Common stock Capital surplus Retained earnings Appropriated as legal capital reserve Appropriated as special capital reserve Unappropriated earnings Total retained earnings Other equity Exchange differences on translating foreign operations Unrealized loss on available-for-sale financial assets Total other equity Total equity TOTAL		2015 Amount % $ 1,309,639 9 - - 47,840 1 2,919 - 2,335,359 16 97,431 1 37,655 - 1,122 - 912,022 6 32,825 - 35,381 - 4,812,193 33 1,870,976 13 50,280 - 115,520 1 5,648,430 38 1,968,448 13 186,156 1 19,795 - 81,647 1 2,767 - 3,832 - 9,947,851 67 $ 14,760,044 100 $ 51,940 1 909 - 477,056 3 631,533 4 414,006 3 1,325 - 50,994 - 1,005,191 7 16,549 - 2,649,503 18 - - 1,165,625 8 129,110 1 46,607 - 29,953 - 1,371,295 9 4,020,798 27 3,097,570 21 1,662,181 11 1,057,381 7 222,793 2 2,659,935 18 3,940,109 27 249,121 2 1,790,265 12 2,039,386 14 10,739,246 73 $ 14,760,044 100		2014
				Amount % $ 1,139,506 9 20,800 - - - 23,533 - 2,517,663 19 125,317 1 20,685 - 33,131 - 1,092,321 9 53,244 1 16,563 - 5,042,763 39 44,510 - 47,840 1 111,998 1 4,931,094 38 2,739,181 21 6,472 - 20,681 - 47,558 - 1,061 - 4,939 - 7,955,334 61 $ 12,998,097 100 $ 151,777 1 12,488 - 555,849 4 708,330 6 462,073 4 1,139 - 57,560 - 475,000 4 13,346 - 2,437,562 19 782,139 6 675,000 5 138,976 1 39,891 1 29,953 - 1,665,959 13 4,103,521 32 3,097,570 24 1,662,181 13 957,864 7 222,793 2 2,611,372 20 3,792,029 29 341,996 2 800 - 342,796 2 8,894,576 68 $ 12,998,097 100

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

23

TXC CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OPERATING REVENUE (Notes 2 and 29) Sales Less: Sales returns Less: Sales allowances Net operating revenue COST OF GOODS SOLD (Notes 22 and 29) GROSS PROFIT UNREALIZED INTER-COMPANY GAIN UNREALIZED GAIN ON INTER AFFILIATE ACCOUNTS REALIZED GROSS PROFIT OPERATING EXPENSES (Notes 4 and 29) Selling and marketing expenses General and administrative expenses Research and development expenses Total operating expenses INCOME FROM OPERATIONS NON-OPERATING INCOME AND EXPENSES Other income (Notes 4 and 22) Other gains and losses (Note 22) Finance costs (Notes 4 and 22) Share of profits of associates and joint venture Total non-operating income and expenses INCOME BEFORE INCOME TAX INCOME TAX EXPENSE (Note 23) NET INCOME		2015 Amount % $ 7,973,106 101 18,691 - 55,720 1 7,898,695 100 6,531,490 83 1,367,205 17 (1,598) - 2,110 - 1,367,717 17 318,930 4 171,892 2 317,371 4 808,193 10 559,524 7 34,048 - 83,568 1 (31,587) - 389,604 5 475,633 6 1,035,157 13 96,954 1 938,203 12		2014
				Amount % $ 8,248,029 101 14,704 - 54,746 1 8,178,579 100 6,701,406 82 1,477,173 18 (2,110) - 1,546 - 1,476,609 18 347,661 4 185,016 2 304,974 4 837,651 10 638,958 8 43,334 - 32,029 - (30,699) - 400,095 5 444,759 5 1,083,717 13 88,543 1 995,174 12 (Continued)

24

TXC CORPORATION

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars, Except Earnings Per Share)

OTHER COMPREHENSIVE INCOME (LOSS) Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit plans Income tax relating to items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss: Exchange differences arising on translation of foreign operations Share of the other comprehensive income of associates accounted for using the equity method Unrealized loss on available-for-sale financial assets Other comprehensive income (loss) for the year, net of income tax TOTAL COMPREHENSIVE INCOME FOR THE YEAR EARNINGS PER SHARE (Note 24) Basic Diluted		2015 Amount % $ (18,849) - 3,204 - (15,645) - (93,862) (1) 1,060 - 1,789,392 22 1,696,590 21 1,680,945 21 $ 2,619,148 33 $ 3.03 $ 2.86		2014
				Amount % $ (13,826) - 2,350 - (11,476) - 266,660 3 - - 800 - 267,460 3 255,984 3 $ 1,251,158 15 $ 3.21 $ 3.04
		$		$

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

(Concluded)

25

TXC CORPORATION

STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

Shares (In Thousands) Common Stock Capital Surplus BALANCE, JANUARY 1, 2014 309,757 $ 3,097,570 $ 1,662,181 Appropriation of 2013 earnings Legal reserve - - - Cash dividends distributed by subsidiaries - - - Net income for the for the year ended December 31, 2014 - - - Other comprehensive income for the for the year ended December 31, 2014, net of income tax - - - Total comprehensive income for the for the year ended December 31, 2014 - - - BALANCE AT DECEMBER 31, 2014 309,757 3,097,570 1,662,181 Appropriation of 2014 earnings Legal capital reserve - - - Cash dividends distributed by subsidiaries - - - Net income for the year ended December 31, 2015 - - - Other comprehensive income for the year ended December 31, 2015, net of income tax - - - Total comprehensive income for the year ended December 31, 2015 - - - Convertible bonds converted to ordinary shares - - - Acquisition and disposal of treasury stock - - - BALANCE AT DECEMBER 31, 2015 309,757 $ 3,097,570 $ 1,662,181		Retained Earnings Legal Capital Reserve Special Capital Reserve Unappropriated $ 864,348 $ 222,793 $ 2,402,655 93,516 - (93,516) - - (681,465) - - 995,174 - - (11,476) - - 983,698 957,864 222,793 2,611,372 99,517 - (99,517) - - (774,393) - - 938,203 - - (15,645) - - 922,558 - - - - - (85) $ 1,057,381 $ 222,793 $ 2,659,935		Others Foreign Currency Unrealized Gain (Loss) from Available-for- Translation Reserve sale Financial Assets $ 75,336 $ - - - - - - - 266,660 800 266,660 800 341,996 800 - - - - - - (92,875) 1,789,465 (92,875) 1,789,465 - - - - $ 249,121 $ 1,790,265	Total Equity $ 8,324,883 - (681,465) 995,174 255,984 1,251,158 8,894,576 - (774,393) 938,203 1,680,945 2,619,148 - (85) $ 10,739,246
				Foreign Currency Translation Reserve $ 75,336 - - - 266,660 266,660 341,996 - - - (92,875) (92,875) - - $ 249,121

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

26

TXC CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

CASH FLOWS FROM OPERATING ACTIVITIES Income before income tax Adjustments for: Bad debt expense Depreciation expense Amortization expense Net loss on fair value change of financial liabilities at fair value through profit or loss Finance costs Unrealized gain on the transactions with subsidiaries, associates and joint ventures Realized gain on the transactions with subsidiaries, associates and joint ventures Share of profit of subsidiaries, associates and joint ventures Interest income Impairment loss of financial assets Loss on valuation of inventories Dividend income Gain (loss) on disposal of investment Gain on disposal of investments accounted for using equity method Changes in operating assets and liabilities: Notes receivable Accounts receivables Receivables from related parties Other receivables Other receivables from related parties Inventories Other current assets Available-for-sale financial liabilities Accounts payable Accounts payable to related parties Other payables Other payables to related parties Other current liabilities Accrued pension costs Cash generated from operations Interest paid Income taxes paid Net cash generated by operating activities CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of investment accounted for using equity method Disposal of investment accounted for using equity method Purchase of available-for-sale financial assets	2015 $ 1,035,157 6,818 498,394 2,354 909 31,587 1,598 (2,110) (389,604) (13,222) 10,210 9,192 (1,118) (3,286) (1,628) 13,523 26,937 27,886 (15,256) 32,009 85,775 (17,479) (12,488) (21,014) (76,797) (28,524) 203 3,203 (12,133) 1,191,096 (14,732) (109,296) 1,067,068 (100) 6,101 (130,819)	2014 $ 1,083,717 1,133 494,967 4,562 12,488 30,699 2,110 (1,546) (400,095) (11,844) 47,569 17,819 (1,118) 27,324 - (22,461) (185,439) (12,101) 31,479 65,472 72,222 (6,895) (17,329) 151,821 (146,930) (68,062) 112 (339) (8,098) 1,161,237 (13,583) (76,557) 1,071,097 (65,000) - (89,617) (Continued)

27

TXC CORPORATION

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014 (In Thousands of New Taiwan Dollars)

Disposal of available-for-sale financial assets Disposal of held-to-maturity financial assets Purchase of held-to-maturity financial assets Purchase of held-to-maturity financial assets Payments for property, plant and equipment Disposal of property, plant and equipment Increase in refundable deposits Increase in other financial assets Decrease in other financial assets Increase in other noncurrent assets Increase in prepayment for equipment Interest received Dividend received from subsidiaries associates and joint ventures Cash outflow due to corporate division Net cash used in investing activities CASH FLOWS FROM INVESTING ACTIVITIES (Decrease) increase in short-term loans Proceeds from reissuance of treasury stock Payments for transaction costs attributable to buy-back of ordinary shares Proceeds from long-term borrowings Repayments of long-term borrowings Guarantee deposits received Payments of cash dividend Net cash used in financing activities NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR CASH AND CASH EQUIVALENTS, END OF YEAR	2015 $ 154,104 - (50,280) (50,000) (152,859) 372 (1,706) - 20,419 (3,764) (34,089) 11,508 6,618 (20,000) (244,495) (99,837) 721 (806) 1,150,000 (928,125) - (774,393) (652,440) 170,133 1,139,506 $ 1,309,639	2014 $ 122,468 7,917 - - (235,562) 15,435 (5) (28,801) - (1,648) (42,088) 10,450 64,718 - (241,733) 59,279 - - 450,000 (587,500) 1,625 (681,465) (758,061) 71,303 1,068,203 $ 1,139,506

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

(Concluded)

28